INDEMNIFICATION AND ESCROW AGREEMENT







          THIS INDEMNIFICATION AND ESCROW AGREEMENT (this "Agreement") is

entered into as of the 1/st/ day of June, 2000 by and among FrontLine Capital

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

corporation ("RSI"), CarrAmerica Realty Corporation, a Maryland corporation

("CarrAmerica"), Strategic Omni Investors LLC, a Delaware limited liability

company ("Strategic Omni"), Security Capital Holdings S.A., a Luxembourg

corporation ("SC-USRealty"), The Oliver Carr Company, a District of Columbia

corporation ("OCCO"), Carr Holdings LLC, a Maryland limited liability company

("Carr Holdings"), and the additional persons who are shown on the signature

page hereto (the "Additional Indemnitors") (CarrAmerica, Strategic Omni, SC-

USRealty, OCCO, Carr Holdings, and each of the Additional Indemnitors,

collectively the "Shareholders" and individually a "Shareholder"; sometimes

collectively referred to herein with RSI as "Depositors" and individually a

"Depositor") and Citibank, N.A., a New York corporation, as escrow agent

hereunder (the "Escrow Agent").



                             W I T N E S S E T H:

                             - - - - - - - - - -



          WHEREAS, RSI, CarrAmerica, VANTAS Incorporated, a Nevada corporation

("VANTAS"), and HQ Global Workplaces, Inc., a Delaware corporation ("HQGW"),

have entered into an Agreement and Plan of Merger dated as of January 20, 2000,

as amended as of April 29, 2000 and as of May 31, 2000 (the "Merger Agreement")

pursuant to which VANTAS will merge with and into HQGW ("the Merger");



          WHEREAS, on the date hereof, pursuant to an agreement among certain of

the Shareholders and RSI dated as of January 20, 2000 (the "Stock Purchase

Agreement"), certain of the Shareholders are selling to RSI, and RSI is

purchasing from such Shareholders, that number of the shares of voting common

stock, par value $.01 per share, and non-voting common stock, par value $.01 per

share, of Holdco as set forth in, and subject to the terms and conditions of,

the Stock Purchase Agreement;



          WHEREAS, on the date hereof, pursuant to the Merger Agreement, each

issued and outstanding share of (A) common stock, par value $.01 per share

("VANTAS Common Stock"), of VANTAS shall be converted into the right to receive

$8.00 per share in cash and (B) (i) Series A Convertible Preferred Stock, par

value $.01 per share, of VANTAS (the "Series A Stock"), (ii) Series B

Convertible Preferred Stock, par value $.01 per share, of VANTAS (the "Series B

Stock"), (iii) Series C Convertible Preferred Stock, par value $.01 per share,

of VANTAS (the "Series C Stock"), (iv) Series D Convertible Preferred Stock, par

value $.01 per share, of VANTAS (the "Series D Stock"), and (v) Series E

Convertible Preferred Stock, par value $.01 per share of VANTAS (the "Series E

Stock"), other than shares of Series A Stock, Series B Stock, Series C Stock,

Series D Stock and Series E Stock held in the treasury of VANTAS, are, by virtue

of the Merger and without any action on the part of the holder thereof, being

converted into the right to receive shares of voting common stock of HQGW;

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          WHEREAS, as a condition to the consummation by VANTAS and/or RSI, as

applicable, of the transactions contemplated by the Merger Agreement, the Stock

Purchase Agreement, and that certain Stock Purchase Agreement by and among

VANTAS, RSI, CarrAmerica, OmniOffices (UK) Limited ("Omni UK") and OmniOffices

(Lux) 1929 Holding Company S.A. ("LuxCo") (the "UK Agreement"), (i) the

Shareholders have hereby agreed to indemnify and hold harmless RSI from and

against certain losses related to the Merger Agreement and the Stock Purchase

Agreement, and (ii) CarrAmerica has hereby agreed to indemnify and hold harmless

RSI from and against certain losses related to the UK Agreement, upon the terms

and conditions provided herein;



          WHEREAS, as a condition to the consummation by HQGW and the applicable

Shareholders of the transactions contemplated by the Merger Agreement, the Stock

Purchase Agreement and the UK Agreement, RSI has agreed to indemnify and hold

harmless certain Shareholders from and against certain losses from certain

matters upon the terms and conditions provided herein;



          WHEREAS, in connection with the Shareholders' indemnification

obligations, the parties have agreed that the Shareholders are depositing an

aggregate of 706,612 shares of non-voting common stock of Holdco (the "Non-

Voting Common Stock") (collectively, the "Shareholder Indemnification Shares")

and $4,158,492 in cash (the "Shareholder Cash Collateral") with the Escrow Agent

to be held and disbursed by the Escrow Agent in accordance with this Agreement,

with such Shareholder Indemnification Shares and Shareholder Cash Collateral

having an aggregate initial value of $30,000,000 as of the Closing;



          WHEREAS, in connection with RSI's indemnification obligations, the

parties have agreed that RSI is depositing an aggregate of 820,322 shares of

voting common stock of Holdco (the "Voting Common Stock") (the "RSI

Indemnification Shares," and together with the Shareholder Indemnification

Shares, the "Indemnification Shares") with the Escrow Agent to be held and

disbursed by the Escrow Agent in accordance with this Agreement, with the RSI

Indemnification Shares having an aggregate initial value of $30,000,000 as of

the Closing;



          WHEREAS, capitalized words and phrases used and not defined herein

shall have the meanings ascribed to them in the Merger Agreement; and



          WHEREAS, the Escrow Agent is willing to establish and administer this

escrow on the terms set forth in this Agreement.



          NOW, THEREFORE, in consideration of the premises, and other good and

valuable consideration the receipt and sufficiency of which are hereby

acknowledged, the parties hereto do hereby agree as follows:



          1.  Certain Definitions.   As used in this Agreement, certain

              -------------------

capitalized terms not otherwise defined herein shall have the following

respective meanings:

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