AGREEMENT TO ASSIGN GROUND LEASE



                                 BY AND BETWEEN



                  ROBERT MARTIN - EASTVIEW NORTH COMPANY, L.P.



                                       AND



                       MACK-CALI REALTY ACQUISITION CORP.



                            DATED AS OF APRIL 1, 2002



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                        AGREEMENT TO ASSIGN GROUND LEASE



         THIS AGREEMENT TO ASSIGN GROUND LEASE (this "AGREEMENT") is made as of

this 1st day of April, 2002, by and between ROBERT MARTIN - EASTVIEW NORTH

COMPANY, L.P., a New York limited partnership having an address c/o Robert

Martin Company, LLC, 100 Clearbrook Road, Elmsford, New York 10523 ("RM

EASTVIEW") and MACK-CALI REALTY ACQUISITION CORP., a Delaware corporation having

an address c/o Mack-Cali Realty Corporation, 11 Commerce Drive, Cranford, New

Jersey 07016 ("MACK-CALI").



                              W I T N E S S E T H:



         WHEREAS, the County of Westchester (the "COUNTY"), as landlord, and RM

Eastview, as tenant, entered into that certain Agreement of Lease dated

September 15, 1999 and recorded on ____________, in the Office of the County

Clerk of Westchester County Division of Land Records in Liber ____ of

conveyances, at Page ___ (the "GROUND LEASE"), whereby RM Eastview leased that

certain parcel of real property situate and lying in the Town of Mount Pleasant,

County of Westchester and State of New York (the "LAND") more particularly

described in EXHIBIT A annexed thereto; and



                  WHEREAS, RM Eastview desires to assign, and Mack-Cali desires

to assume, all of RM Eastview's right, title and interest in and to the Ground

Lease, subject to the terms and conditions set forth herein.



         NOW, THEREFORE, in consideration of the mutual promises set forth

herein and other good and valuable consideration, the receipt and sufficiency of

which are hereby acknowledged, the parties hereto agree as follows:



1.       SUBJECT OF THE ASSIGNMENT



         Subject to the terms and conditions set forth in this Agreement, RM

Eastview hereby agrees to assign, and Mack-Cali hereby agrees to assume, all of

RM Eastview's right, title and interest in and to the Ground Lease, which

leasehold interest shall be deemed to include all of RM Eastview's right, title

and interest in and to the following:



                  (a) any and all easements, rights of way, strips and gores of

land, streets, ways, alleys, passages, sewer rights, water, water courses, water

rights and powers, air rights and development rights, and all estates, rights,

titles, interests, privileges, liberties, tenements, hereditaments and

appurtenances of any nature whatsoever, in any way belonging, relating or

pertaining to the Property and all land lying in the bed of any street, road or

avenue, opened or proposed, in front of or adjoining the Property, to the center

line thereof (collectively, the



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"EASEMENTS");



                  (b) any and all approvals, permits, licenses and agreements,

including but not limited to environmental permits, subdivision approvals,

development agreements, site plans and approvals relating to the development and

use of the Property, and specifically including any and all plans,

specifications, architectural and engineering drawings, warranties, and

guaranties held by RM Eastview (collectively, the "PERMITS AND LICENSES"), and

any and all contracts and agreements for the servicing and maintenance of the

Property (collectively, the "SERVICE CONTRACTS", together with the Permits and

Licenses, the "INTANGIBLE PROPERTY");



                  (c) any and all trademarks and tradenames used or useful in

connection with the Property (including but not limited to any other name[s] by

which the Property is commonly known) and all goodwill, if any, related to said

names, all for which Mack-Cali shall have the sole and exclusive rights

(collectively, the "TRADENAMES");



                  (d) any and all promotional materials, marketing materials,

brochures, photographs (collectively, the "PROMOTIONAL MATERIALS"), books,

records, files, statements, tax returns, market studies, plans, specifications,

reports, tests and other materials of any kind owned by or in the possession of

RM Eastview which are or may be used by RM Eastview in the development and use

of the Property (collectively, and together with the Promotional Materials, the

"BOOKS AND RECORDS");



                  (e) any and all awards or payments, including interest

thereon, which may heretofore and hereafter be made with respect to the

Property, whether from the exercise of the right of eminent domain or for a

change of grade or for any other injury to or decrease in the value of the

Property; and



                  (f) all other rights, interests and privileges (if any) held

by RM Eastview in any way related to the rights and interests described above in

this Section.



         The Easements, the Intangible Property, the Tradenames, the Books and

Records, and all other interests in the Property held by RM Eastview, together

with the Ground Lease, shall hereinafter be collectively referred to as the

"LEASE".



2.       CONSIDERATION FOR THE ASSIGNMENT



         2.1      As consideration for the assignment (the "CONSIDERATION"),

Mack-Cali shall pay to RM Eastview on the Closing Date (as defined in Section

8.1) the amount of Eight Hundred Thirty Two Thousand Six Hundred ($832,600)

Dollars. The Consideration shall be paid by the wiring of federal funds to such

bank account as RM Eastview shall designate in writing at least two (2) business

days prior to the Closing Date.



3.       TITLE MATTERS TO WHICH THE ASSIGNMENT IS SUBJECT



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         3.1      The Lease shall be assigned to Mack-Cali subject to the

following (collectively, the "PERMITTED ENCUMBRANCES"):



                  (a) the lien of real estate taxes, personal property taxes,

water charges, and sewer charges, provided the same are not due and payable, but

subject to adjustment as provided herein;



                  (b) those restrictions, covenants, agreements, easements, and

other matters affecting title to the Property as set forth in the Title

Commitment (as defined in Section 3.2), provided same do not impair the use of

the Property as intended by Mack-Cali and do not render the leasehold interest

uninsurable at standard rates;



                  (c) any and all laws, statutes, ordinances, codes, rules,

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