SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER



          THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this

"Amendment") is entered into as of May 31, 2000 by and among VANTAS

Incorporated, a Nevada corporation ("VANTAS"), and FrontLine Capital Group, a

Delaware corporation (formerly known as Reckson Services Industries, Inc.)

("RSI"), on the one hand, and HQ Global Workplaces, Inc., a Delaware corporation

(the "Company"), and CarrAmerica Realty Corporation, a Maryland corporation

("CarrAmerica"), on the other hand.



                              W I T N E S S E T H

                              - - - - - - - - - -



          WHEREAS, VANTAS and RSI, on the one hand, and the Company and

CarrAmerica, on the other hand, have executed the Agreement and Plan of Merger

dated as of January, 20, 2000 and as amended as of April 29, 2000 (such

agreement, as heretofore, hereby or hereafter amended, the "Merger Agreement")

pursuant to which VANTAS is to merge with and into the Company, with the Company

being the Surviving Corporation;



          WHEREAS, the parties hereto intend to amend the Merger Agreement as

provided herein; and



          WHEREAS, capitalized terms used but not otherwise defined herein shall

have the meanings ascribed to such terms in the Merger Agreement.



          NOW, THEREFORE, in consideration of the aforesaid and the respective

representations, warranties, covenants and agreements hereinafter set forth, the

parties, intending to be legally bound, agree as follows:



          1.   The form of Indemnification and Escrow Agreement attached to the

Merger Agreement as Exhibit E is hereby amended and restated in its entirety as

                    ---------

the form of Indemnification and Escrow Agreement attached hereto as Exhibit A.



          2.   Schedule 1(e) to the Merger Agreement is hereby amended by

deleting such Schedule in its entirety and replacing it with a new Schedule 1(e)

attached to this Amendment.



          3.   Schedule 5(c) to the Merger Agreement is hereby amended by adding

the following at the end thereto:



          ". With respect to the above-described Credit Agreement, such

             agreement contains certain financial covenants, one of which

             requires VANTAS not to exceed a maximum ratio of consolidated

             indebtedness to consolidated earnings before interest, income

             taxes, depreciation and amortization. There are also other

             covenants pertaining to additional

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               financial ratios and limitations on capital expenditures. At

               March 31, 2000, VANTAS did not meet certain of its financial

               covenants."



          4.   Schedule 5(d) to the Merger Agreement is hereby amended by

replacing the words ".  2,677,158 Series E Convertible Preferred Stock" in their

entirety under the caption "Number of Shares Issued and Outstanding" and

replacing the same with the words ". __________ Series E Convertible Preferred

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