AMENDED AND RESTATED EMPLOYMENT AGREEMENT


     This Amended and Restated Employment  Agreement  ("Agreement"),  is entered
into as of January 1, 1998, by and between  Insignia  Financial  Group,  Inc., a
Delaware corporation with an office at One Insignia Financial Plaza, Greenville,
South Carolina (the  "Company"),  and Frank M. Garrison,  an individual  with an
office  at  102  Woodmont  Boulevard,   Suite  400,  Nashville  TN,  37205  (the
"Executive").

                                   Background

     The Company and the Executive  have  previously  entered into an Employment
Agreement,  which agreement has been previously amended.  The Company desires to
assure  itself  of the  services  of the  Executive  for the  additional  period
provided in this Agreement,  and the Executive is willing to serve in the employ
of the Company for such  period upon the terms and  conditions  provided in this
Agreement.

                             Statement of Agreement

     In  consideration  of  the  foregoing  and  for  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:


     Section 1.  Employment.  The Company hereby agrees to employ the Executive,
and the Executive  hereby accepts such  employment,  in each case upon the terms
and conditions set forth herein, for a period commencing on January 1, 1998 (the
"Commencement  Date") and ending on December  31, 2000 or such  earlier  date as
provided  herein  (the  "Expiration  Date")  (such  period,  as  it  may  be  so
terminated, being referred to herein as the "Employment Period").


     Section 2. Duties and Services.

     (a) Offices.  During the Employment  Period,  the Executive  shall serve as
Executive  Managing  Director  and  President of the  Financial  Services of the
Company and, at the Company=s request,  as an officer or director of one or more
of its subsidiaries.  In the performance of his duties hereunder,  the Executive
shall report to and shall be responsible only to the Chief Executive Officer and
the Board of Directors of the Company. The Executive agrees to his employment as
described  in this  Section  2, and  agrees to devote  substantially  all of his
working  time and  efforts  to the  performance  of his  duties  hereunder.  The
Executive  shall be  available  to travel as the  needs of the  business  of the
Company reasonably require.

     (b)  Location of Office.  During the  Employment  Period,  the  Executive's
office  shall be located at 102 Woodmont  Boulevard,  Suite 400,  Nashville,  TN
37205 or at such other location as the Company and the Executive  shall mutually
agree.  The Company  will  provide the  Executive  with his current  office,  an
executive secretary  reasonably  acceptable to him, and other reasonable support
appropriate to his duties hereunder.

     (c)  Primary   Responsibilities.   Subject  to  Section  2(a),  during  the
Employment  Period,  the  Executive  shall  have  such  responsibilities  as are
assigned to him by the Chief Executive Officer and the Board of Directors of the
Company.  The Executive shall comply with all written policies and procedures of
the Company.

     (d)  Consulting.  If the  Executive=s  title,  powers or duties  within the
Company  have  been  diminished  after or in  connection  with an  Extraordinary
Transaction  (as defined in Section 4(d)) or a Material  Asset  Disposition  (as
defined in Section 4(e)),  other than as a result of a Termination For Cause (as
defined in Section  7(a)(iv)),  without the prior written  consent of Executive,
then  Executive can elect in writing to convert this Agreement into a consulting
agreement.  Under the terms of the  consulting  agreement,  the Executive  shall
consult  with  respect  to the  assets and  liabilities  of the  Company as they
existed  immediately before the Extraordinary  Transaction or the Material Asset
Disposition.  Such  consultation  shall be at the reasonable times convenient to
the  Executive  on  no  less  than  five  business  days=  notice,  the  parties
recognizing  that the Executive  during the  consulting  period likely will have
significant other business interests. The terms and conditions of this Agreement
(including all rights hereunder of the Executive as to salary,  bonus,  payments
and benefits)  shall continue  unabridged  during the period of consulting.  The
other  provisions  of this  Agreement  also  shall  remain in effect  except for
Section 2 as modified by this Section  2(d) and except that Section  7(a)(iv)(B)
and Section  7(a)(iv)(C)  shall be deleted.  The  "Employment  Period"  shall be
deemed to include the period  during which the Executive is obligated to provide
consulting services hereunder and therefore, to the extent permitted by law, the
conversion  shall not be deemed a  termination  for any purpose  and, if the law
requires that the conversion be treated as a termination,  then the Company must
provide the Executive  with benefits  equivalent to those he would have received
had there been no termination.

     Section  3. Key Man Life  Insurance.  The  Company  shall have the right to
place a "key man" life  insurance  policy,  providing  a death  benefit of up to
$15,000,000  upon  the life of the  Executive,  for  which  the  Company  is the
beneficiary.  In connection  therewith,  the  Executive  hereby  authorizes  the
Company, at its sole cost and expense, to purchase and maintain upon the life of
the Executive such  insurance  policy,  and agrees to submit to such  reasonable
medical  examinations,  and to provide  and/or  consent  to the  release of such
medical  information,  as may be  necessary  or desirable in order to secure the
issuance  thereof.  Except  as may be  required  in  order to  obtain  insurance
coverage  as  described  in  this  Section  3,  any and  all  information  about
Employee's  health or medical records shall be kept  confidential by the Company
and shall not be disclosed by the Company to any party  without the  Executive's
prior written consent.

     Section 4. Compensation.  As full compensation for his services  hereunder,
the  Company  shall  pay,  grant,  issue  or give,  as the  case may be,  to the
Executive the compensation and benefits specified below:

     (a) Base Salary.  Subject to the  provisions of Section 7, a base salary at
the rate of $400,000 per annum ("Base Salary"),  which Base Salary shall be paid
to the Executive in accordance  with the customary  executive  payroll policy of
the Company as in effect  from time to time;  provided,  however,  that the Base
Salary, as in effect at any time and from time to time, may be further increased
by action of the Board of Directors;  and further provided,  however, that in no
event  shall  the Base  Salary  be  decreased  at any time or from  time to time
without  the prior  consent of the  Executive,  which  consent may be granted or
withheld in the Executive's sole discretion.

     (b)   Annual   Discretionary   Bonus.   An   annual   discretionary   bonus
("Discretionary Bonus"), the amount of which, if any, shall be determined by the
Board of  Directors of the Company in its sole and  absolute  discretion,  which
shall be paid to the Executive,  with respect to any fiscal year of the Company,
before the  expiration  of 74 days after the end of such fiscal year.  In making
bonus determinations,  the Company shall evaluate the Executive's performance in
accordance with the standard bonus guidelines used by the Company for executives
of the Company in the same or a similar position as the Executive.  In the event
of an  Extraordinary  Transaction,  as  defined  herein,  in any year,  then the
Company shall, promptly after the Extraordinary Transaction, pay an amount equal
to the discretionary bonus the Executive received with respect to the year prior
to the year in which the  Extraordinary  Transaction  occurred  multiplied  by a
fraction the  numerator of which is the number of days between the  beginning of
the year and the occurrence of the Extraordinary Transaction and the denominator
of which is 365.

     (c) Loan.  The Company  will,  upon  written  request  from the  Executive,
provide a loan to the  Executive  in a principal  amount not to exceed  $500,000
(the "Loan").  Interest on the Loan shall accrue at a rate of 6.5% per annum and
shall be payable at maturity.  The Loan shall mature on January 6, 2003. Subject
to the other terms of this  paragraph,  the loan will be forgiven  pro-rata over
five years beginning  January 1, 1998. All accrued interest on the Loan shall be
forgiven on the same basis as set forth in this Section  4(c). In the event of a
Death Termination  Event or a Disability  Termination Event (both as hereinafter
defined), all outstanding principal of and accrued interest on the Loan shall be
forgiven.  In the  event of a  Termination  for  Cause of the  Executive  or the
voluntary  resignation  by Executive  prior to December  31,  2000,  any and all
amounts outstanding under the Loan, including accrued and unpaid interest, shall
be due and payable to the Company within 20 business days of such event.  In the
event the  Executive  is  Terminated  Without  Cause or remains  employed by the
Company  through  December 31, 2000,  the Loan will  continue  thereafter  to be
forgiven as provided above over such five-year period.

     (d)   Extraordinary   Transaction.   In  the  event  of  an   Extraordinary
Transaction,  whether or not the Executive elects to convert this Agreement into
a consulting  agreement,  the Company shall, in addition to remaining  obligated
under  the  terms  of  this  Agreement,   immediately  after  the  Extraordinary
Transaction pay the Executive a payment equal to (i) the  difference between the
discretionary  bonus the Executive received from the Company with respect to the
year prior to the year in which the Extraordinary  Transaction  occurred and the
amount paid pursuant to the last  sentence of Section 4(b),  since the Executive
may be  forfeiting  the right to receive  the  balance of such  bonus,  and (ii)
$33,333  per month for each month or part  thereof  after June 30, 1998 in which
the Extraordinary  Transaction occurs. Thus should an Extraordinary  Transaction
occur on August 15,  1998,  the payment  pursuant to Section  4(d)(ii)  would be
$66,666.

          An "Extraordinary  Transaction" as used herein means the occurrence of
     any one or more of the following:

     (i) the Company  ceases to be required to file reports  under Section 13 of
the  Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),  or any
successor to that Section;

     (ii) a majority of the members of the Board of Directors of the Company are
not persons who (a) had been directors of the Company for at least the preceding
12  consecutive  months or (b) when they initially were elected to the Board (x)
were  nominated (if they were elected by the  stockholders)  or elected (if they
were elected by the directors)  with the  affirmative  vote of two-thirds of the
directors  who  were  Continuing  Directors  at the  time of the  nomination  or
election  by the  Board  and (y) were not  elected  as a result  of an actual or
threatened  solicitation of proxies or consents by a person other than the Board
of Directors  of the Company or an agreement  intended to avoid or settle such a
proxy  solicitation  (the  directors  described  in  clauses  (a) and (b)  being
"Continuing Directors");

     (iii) any "person," including a "group" (as such terms are used in Sections
13(d) and 14(d) of the Exchange  Act,  but  excluding  the  Company,  any of its
present  affiliates (as such term is defined in Rule 405  promulgated  under the
Securities Act of 1933, as amended) ("Affiliates"), or any employee benefit plan
of the Company or any of its present  Affiliates) is or becomes the  "beneficial
owner" (as  defined  in Rule  13(d) (3) under the  Exchange  Act),  directly  or
indirectly,  of  securities  of the  Company  representing  30% or  more  of the
combined voting power of the Company's then outstanding securities;

     (iv) the purchase of Class A Common Stock of the Company  ("Common  Stock")
pursuant  to any tender or exchange  offer or  otherwise  made by any  "person,"
including a "group" (as such terms are used in Sections 13 (d) and 14 (d) of the
Exchange Act),  other than the Company,  any of its present  Affiliates,  or any
employee  benefit  plan of the Company or any of its present  Affiliates,  which
results  in  "beneficial  ownership"  (as so  defined)  of 30%  or  more  of the
outstanding Common Stock;

     (v) the  execution  and delivery of a  definitive  agreement by the Company
that provides for a merger or consolidation,  or a transaction  having a similar
effect (unless such merger, consolidation or similar action is with a subsidiary
of the Company or with another company, a majority of whose outstanding  capital
stock is owned  by the  same  persons  or  entities  who own a  majority  of the
Company's  outstanding  Common Stock at such time), where (A) the Company is not
the surviving  corporation,  (B) the majority of the Common Stock of the Company
is no  longer  held by the  persons  who were the  stockholders  of the  Company
immediately  prior to the transaction,  (C) the sale,  lease,  exchange or other
disposition of all or substantially all of the assets of the Company but not the
spin off of one division,  the sale of one division,  or both (where  "division"
means  the  present  residential   business  (including  IPT)  and  the  present
commercial  business),  and not the  trading of  marketable  securities  held as
portfolio  securities or (D) the Company's  Common Stock is converted into cash,
securities  or other  property  (other than the common  stock of a company  into
which the Company is merged),  provided,  however,  that,  in the event that the
contemplated  merger,  consolidation or similar  transaction is not consummated,
then any rights that may arise under this paragraph (v) by virtue of such Change
of Control shall not apply; and

     (vi)  upon  the  consummation  of  any  transaction  requiring  stockholder
approval for the  acquisition of the Company by an entity other than the Company
or a subsidiary  through purchase of assets,  or by merger, or otherwise but not
the spin off of one division, the sale of one division, or both.

     (e) Material  Asset  Disposition  Bonus.  In the event of a Material  Asset
Disposition, as defined below, in consideration of the services performed by the
Executive and consistent with the prior terms of the Executive=s employment, the
Company  (or, in the case of clause  (iii)  below,  the  spin-off  entity or, in
default  thereof,  the Company) shall pay to the Executive within 15 days of the
consummation of such Material Asset  Disposition,  a cash bonus equal to .25% of
the  consideration  (valued as set forth  below)  received by the Company or its
shareholders as a result of such Material Asset  Disposition.  A "Material Asset
Disposition" as used herein means,  without duplication for the same matter: (i)
a transaction  which results in a majority of the equity interest in the Company
being beneficially  owned by any "person,"  including any "group" (as such terms
are used in Section 13(d) and 14(d) of the Exchange Act),  other than any of the
Company=s present  Affiliates;  (ii) a sale or series of sales by the Company of
subsidiaries, divisions, assets (other than marketable securities), or operating
businesses  representing  in the  aggregate  20% or more of the  Company's  1998
budgeted EBITDA and each such sale after such threshold has been reached;  (iii)
a spin off, or series of spin offs, of any of the Company's divisions, operating
businesses  or  subsidiaries  that meet the 1998 budgeted  EBITDA  threshold set
forth in (ii) above which is followed by a subsequent Extraordinary  Transaction
(as defined  above,  but with  reference to the spun off entity  rather than the
Company) of the  subsidiary,  division  or  business  spun off within five years
following  such spin off; or (iv) any  transaction  which  results in any one or
more  of  the  Company's  divisions,   subsidiaries  or  operating   businesses,
representing in the aggregate 20% or more of the Company's  EBITDA,  being owned
by a third party.  In the event a Material  Asset  Disposition is consummated in
one or more steps, including,  without limitation, by way of second-step merger,
any additional  consideration  paid or to be paid in any subsequent  step in the
Material Asset  Disposition in respect of (x)  subsidiaries,  divisions,  assets
(other than marketable  securities),  or operating businesses of the Company and
(y) capital  stock of the  Company  (and any  securities  convertible  into,  or
options,  warrants or other  rights to acquire,  such  capital  stock)  shall be
included for purposes of calculating the bonus payable  pursuant to this Section
4(e). "Consideration" shall not include the assumption,  directly or indirectly,
or  repayment  of  indebtedness  or other  liabilities  of the Company but shall
include  the  assumption,  directly or  indirectly,  or  repayment  of the Trust
Convertible   Preferred   Securities   presently   outstanding  or  any  similar
securities.  If all or a portion of the consideration paid in the Material Asset
Disposition  is other than cash or  securities,  then the value of such non-cash
consideration  shall be the fair market  value  thereof on the date the Material
Asset  Disposition is  consummated as mutually  agreed upon in good faith by the
Company=s Board of Directors and the Executive.  If such non-cash  consideration
consists of common stock, options, warrants or rights for which a public trading
market existed prior to the consummation of the Material Asset Disposition, then
the value of such  securities  shall be  determined by the closing or last sales
price thereof on the date of the consummation of the Material Asset Disposition;
provided, however, that if such non-cash consideration consists of newly-issued,
publicly-traded  common stock,  options,  warrants or rights for which no public
trading  market  existed  prior  to  the  consummation  of  the  Material  Asset
Disposition,  then the value thereof shall be the average of the closing  prices
for  the 20  trading  days  subsequent  to  the  fifth  trading  day  after  the
consummation of the Material Asset  Disposition.  In such event,  the portion of
the bonus payable to the Executive pursuant to this Section 4(e) attributable to
such securities shall be paid on the 30th trading day subsequent to consummation
of the Material  Asset  Disposition.  If no public  market exists for the common
stock,  options,   warrants  or  other  rights  issued  in  the  Material  Asset
Disposition,  then the value of thereof shall be as mutually agreed upon in good
faith by the  Company=s  Board of Directors and the  Executive.  If the non-cash
consideration paid in the Material Asset Disposition consists of preferred stock
or debt  securities  (regardless  of whether a public trading market existed for
such preferred  stock or debt  securities  prior to consummation of the Material
Asset Disposition or exists  thereafter),  the value hereof shall be the face or
principal  amount, as the case may be. Any amounts payable by a purchaser to the
Company,  any  shareholder of the Company or any Affiliate of either the Company
or any  shareholder  of  the  Company  in  connection  with  a  non-competition,
employment,  consulting, licensing, supply or other agreement shall be deemed to
be part of the consideration paid in the Material Asset Disposition. If all or a
portion of the  consideration  payable in  connection  with the  Material  Asset
Disposition  includes contingent future payments,  then the Company shall pay to
the  Executive,  upon  consummation  of  such  Material  Asset  Disposition,  an
additional  cash fee,  determined in accordance  with this Section 4(e) as, when
and if such  contingency  payments  are  received.  However,  in the event of an
installment  purchase  at a fixed price and a fixed time  schedule,  the Company
agrees  to  pay  the  Executive,   upon   consummation  of  the  Material  Asset
Disposition, a cash fee determined in accordance with this Section 4(e) based on
the present value of such installment payments using a discount rate of 6.5%.

     (f) Fringe Benefit Programs.  In addition to the other benefits provided to
the  Executive  hereunder  and  to  the  extent  he  satisfies  the  eligibility
requirements thereof and to the extent permitted by law, participation in fringe
benefit  programs  made  available   generally  to  employees  of  the  Company,
including, without limitation, pension, profit sharing, stock purchase, savings,
bonus, disability,  life insurance, health insurance,  hospitalization,  dental,
deferred compensation and other plans and policies authorized on the date hereof
or in the future.

     (g)  Expense   Reimbursement.   Reimbursement  of  the  Executive  for  all
out-of-pocket expenses incurred by him in connection with the performance of his
duties hereunder, including professional activities and membership fees and dues
relating to  professional  organizations  of which the Executive  currently is a
member or is directed in writing to be a member by the Chief  Executive  Officer
of  the  Company  and  including,  without  limitation,  expenses  required  for
professional licensing of the Executive, and business related cell phone expense
in accordance with the Company's  written policies and procedures,  all upon the
presentation of appropriate  documentation therefore in accordance with the then
regular procedures of the Company.

     (h)  Perquisites.  In  addition  to  the  other  benefits  provided  to the
Executive  hereunder,  and at the sole cost and expense of the Company except as
otherwise provided herein:

          (i) A  membership  and annual dues at the city or country  club of the
     Executive's  choice,  subject to approval by the Chief Executive Officer of
     the Company;

          (ii)  Reasonable  consultations  with  financial  and tax  advisors or
     counselors,  including annual income tax preparation and audits relating to
     the period during which the Executive was employed by the Company  (whether
     or not under this  Agreement)  and whether  such audit  expense is incurred
     during or after the Employment Period;

          (iii) The cost of term life insurance, providing a death benefit of up
     to five million dollars  ($5,000,000)  upon the life of the Executive,  the
     beneficiaries  and owner of which shall be  designated by the Executive and
     which term insurance  shall be upon terms and  conditions,  and in form and
     substance available at the time, and otherwise  reasonably  satisfactory to
     the Executive in his sole discretion and which term life insurance shall be
     paid for by the Company during the Employment  Period at the Company's sole
     cost  and  expense.  If the  Company  is the  owner  of such  policy,  upon
     termination of the Executive=s  employment by the Company, the ownership of
     such term life  insurance  shall be  transferred  to the  Executive  or his
     designee.  At  Executive's  option,  Executive may apply the cost of such a
     policy to some other benefit of Executive's choice;

          (iv) The Executive  shall be entitled to reasonable  business usage of
     aircraft  owned  or  leased  by the  Company  as  determined  by the  Chief
     Executive  Officer  of the  Company.  With  prior  consent  from the  Chief
     Executive  Officer of the Company,  the Executive may utilize such aircraft
     for  personal  use and in such event the cost of such use shall be added to
     and included in the Executive's  compensation for federal,  state and local
     income tax purposes; and

          (v) The Executive shall be entitled to an annual automobile  allowance
     of up to one thousand dollars ($1,000), payable monthly in arrears.

     (i) Vacations,  etc.  Leaves-of-absence in accordance with the then regular
procedures of the Company  governing senior  executives,  and four weeks of paid
vacation per year on a non-cumulative basis.

     (j) Parachute Limit.  Notwithstanding  anything else herein,  to the extent
the  Executive  would be subject to the  excise  tax under  Section  4999 of the
Internal  Revenue  Code of 1986,  as amended  (the  "Code"),  on such amounts or
benefits received from the Company required to be included in the calculation of
parachute  payments  for  purposes  of  Sections  280G and 4999 of the Code (the
"Parachute   Payments"),   the  amounts  of  any  Parachute  Payments  shall  be
automatically  reduced as described  herein to an amount one dollar less than an
amount that would  subject the Executive to the excise tax under Section 4999 of
the Code (the  "Parachute  Limit");  provided,  however,  that this Section 4(j)
shall apply only if the reduced  Parachute  Payments  received by the  Executive
(after taking into account further reductions for applicable federal,  state and
local  income,  social  security  and other  taxes)  would be  greater  than the
unreduced  Parachute  Payments  to be received  by the  Executive  minus (i) the
excise tax payable under Section 4999 of the Code with respect to such Parachute
Payments  and (ii) all  applicable  federal,  state  and  local  income,  social
security and other taxes on such  Parachute  Payments.  The foregoing  reduction
shall be applied to the Parachute Payments as follows: (i) first by reducing the
amounts  payable  under  Section  4(d) (if such  amounts  are  included  in such
computation)  until such amounts have been exhausted up to the Parachute  Limit,
(ii) then by reducing  any such other  amounts and  benefits  (other than awards
described  in  (iii)   below)  as   determined   by  the   Company,   and  (iii)
notwithstanding anything contained herein or in an option, warrant or restricted
stock  agreement,  award or plan relating to the  Executive  then, on a pro-rata
basis up to the Parachute  Limit, by failing to accelerate the vesting  (without
affecting the right to vest) upon a change in ownership or effective  control or
change in ownership  of a  substantial  portion of assets (as  described in Code
Section  280G(b)(2)(A)(i))  of any unvested awards of shares of restricted stock
of the  Company  previously  granted to  Executive  and  options or  warrants to
purchase shares of the Company previously granted to Executive.  Notwithstanding
the  foregoing,  the Company  shall treat any of the  amounts  described  in (i)
through (iii) above as a Parachute  Payment solely to the extent  required under
applicable law.

     Section 5. Representations,  Warranties and Covenants of the Executive. The
Executive represents and warrants to the Company as follows:

     (a) He is under no contractual or other  restriction or obligation which is
inconsistent with the execution of this Agreement, the performance of his duties
hereunder, or the other rights of the Company hereunder; and

     (b) He is able to perform the essential  functions of his duties  hereunder
with or without reasonable accommodations.

     Section 6. Non-Solicitation; Confidentiality.

     (a) Non-Solicitation.

          (1) In recognition of the close personal  contact the Executive has or
     will  have  with  the  Company's  and  its   affiliates'   trade   secrets,
     confidential  information,  records  and  business  relationships,  and the
     position of trust in which the Company holds the  Executive,  the Executive
     further  covenants  and agrees that while the  Executive is employed by the
     Company and for a period  lasting for one (1) year  following the cessation
     of the  Executive's  employment  with the Company,  the Executive will not,
     either   for   himself   or  an   officer,   director,   employee,   agent,
     representative,  independent  contractor  or in  any  relationship  to  any
     person,  partnership,  corporation,  or other entity (except the Company or
     its Affiliates or subsidiaries),  solicit, directly or by assisting others,
     business  from any of the  Company's  customers  or  clients  with whom the
     Executive  has had material  contact (as defined  below)  during the twelve
     (12)  month  period  preceding  the date of  cessation  of the  Executive's
     employment with the Company, for the purpose of providing goods or services
     to said customers and clients.  For purposes of this  Agreement,  "material
     contact" exists between the Executive and any of the Company's customers or
     clients (i) with whom the Executive  actually dealt; or (ii) whose dealings
     with the Company were handled,  coordinated or supervised by the Executive;
     or (iii) about whom the Executive obtained confidential  information in the
     ordinary course of business  through the Executive's  association  with the
     Company.

          (2) The Executive  covenants  and agrees that,  for a period ending on
     the second anniversary of the date on which the Executive's employment with
     the Company ceases,  the Executive will not solicit,  employ,  engage or in
     any manner  encourage any employee,  broker or sales person of the Company,
     or any of its respective  subsidiaries  or affiliates to leave their employ
     for the employ of a person or entity which directly or indirectly  competes
     with the Company, or any of its respective subsidiaries or affiliates.

          (3) The Executive  covenants  and agrees that,  for a period ending on
     the second anniversary of the date on which the Executive's employment with
     the Company ceases, the Executive will not purchase for his own account any
     limited  partnership  units of partnerships  that, on the date of purchase,
     are  controlled  directly or  indirectly  by the  Company,  except that the
     provisions of this sentence shall not be deemed breached merely because the
     Executive owns,  immediately after a purchase, not more than one percent of
     the outstanding units.  Should the Executive breach the foregoing sentence,
     all his options issued by the Company or any of its  subsidiaries  shall be
     cancelled and all of his  restricted  stock issued by the Company or any of
     its  subsidiaries  (whether or not then vested) which he then owns shall be
     forfeited. For purposes of this Section 6(a)(3),  "purchase" shall mean the
     payment  of cash  only for such  limited  partnership  units  and shall not
     include  payment of cash for interests in an entity whose assets consist in
     whole or in part of such limited partnership units.

     The Executive  acknowledges  that the foregoing  provisions are intended to
protect  the  Company's  and its  subsidiaries'  and  Affiliates'  business  and
customer  contacts,  not to prevent the Executive  from pursuing a livelihood in
the  general  area of his  previous  training,  and they  should be  interpreted
accordingly.

     (b) Confidentiality.  All confidential  information which the Executive may
now possess,  may obtain during or after his  employment  with  Company,  or may
create prior to the end of his employment with the Company or otherwise relating
to the business of the Company or any of its  subsidiaries  or  affiliates or of
any customer or supplier of any of them shall not be  published,  disclosed,  or
made accessible by him to any other person, either during or after the cessation
of his employment,  or used by him except during his employment with the Company
in the  business  and for the benefit of the Company  and its  subsidiaries  and
Affiliates.  In addition, the Executive agrees not to disclose,  publish or make
accessible  to any other  person,  from and  after  the date of this  Agreement,
during  the  Employment  Period or at any time  thereafter,  any of the terms or
provisions of this Agreement,  except the Executive's  accountants who need such
information to advise him,  prepare his tax returns,  make required  filings and
the like; provided,  however, that the Executive will be responsible for causing
any such accountants to be aware of and to abide by the obligations contained in
this Section 6(b) and will be responsible for any breach of such  obligations by
any of them.  In the event  that the  Executive  becomes  legally  compelled  to
disclose any of the  confidential  information,  the Executive  will provide the
Company  with prompt  written  notice so that the Company may seek a  protective
order or other  appropriate  remedy and/or waive in writing  compliance with the
provisions of this Section 6(b) and in the event that such  protective  order or
other remedy is not obtained,  or should the Company waive in writing compliance
with the  provisions of this Section 6(b),  the Executive will furnish only that
portion  of the  confidential  information  which is so  legally  required.  The
Executive shall return all tangible evidence of such confidential information to
the  General  Counsel  of  the  Company  prior  to or at  the  cessation  of his
employment.

     (c)  Interpretation.  Since a breach of the  provisions  of this  Section 6
could not  adequately  be  compensated  by money  damages,  the Company shall be
entitled,  in  addition  to any other  right and remedy  available  to it, to an
injunction restraining such breach and the Company shall not be required to post
a bond in any proceeding brought for such purpose. The Executive agrees that the
provisions of this Section 6 are necessary and reasonable to protect the Company
in the conduct of its businesses. If any restriction contained in this Section 6
shall be  deemed  to be  invalid,  illegal,  or  unenforceable  by reason of the
extent,  duration,  or geographical scope thereof, or otherwise,  then the court
making such determination shall have the right to reduce such extent,  duration,
geographical  scope, or other  provisions  hereof,  and in its reduced form such
restriction shall then be enforceable in the manner contemplated hereby. Nothing
herein  shall be construed as  prohibiting  the Company from  pursuing any other
remedies, at law or in equity, for such breach or threatened breach.

     Section 7. Termination.

     (a) Definitions.

          (i) Death Termination Event. As used herein, "Death Termination Event"
     shall mean the death of the Executive.

          (ii)  Disability  Termination  Event.  As  used  herein,   "Disability
     Termination  Event"  shall  mean a  circumstance  where  the  Executive  is
     physically  or mentally  incapacitated  or disabled or otherwise  unable to
     fully discharge his duties hereunder for a period of 185 consecutive days.

          (iii)  Estate.  As used herein,  "Estate"  shall mean (A) in the event
     that the last will and  testament of the Executive has not been probated at
     the time of determination, the estate of the Executive and (B) in the event
     that the last will and  testament of the Executive has been probated at the
     time of determination, the legatees of the Executive who are entitled under
     such will to the assets or payments at issue.

          (iv) Termination For Cause. As used herein,  the term "Termination For
     Cause"  shall  mean  the  termination  by the  Company  of the  Executive's
     employment  hereunder upon a good faith determination by a majority vote of
     the members of the Board of Directors of the Company  that  termination  of
     this  Agreement  is  necessary  by  reason  of (A) the  Executive  shall be
     convicted of a felony,  (B) the  Executive  shall commit any act or omit to
     take any action in bad faith and to the  material  detriment of the Company
     and  Executive  shall  not have  cured the same  within  30 days  after the
     Company sends written notice  thereof,  or (C) Executive  shall breach in a
     material way any material  term of this  Agreement and fail to correct such
     breach within 30 days after the Company sends written notice thereof.

          (v) Termination  Without Cause. As used herein,  "Termination  Without
     Cause" shall mean any  termination  of the  Executive's  employment  by the
     Company  hereunder that is not a Termination For Cause, a Death Termination
     Event,  or a  Disability  Termination  Event  but  not  a  conversion  to a
     consulting agreement.

     (b) Death  Termination  Event.  Upon the occurrence of a Death  Termination
Event, this Agreement will terminate automatically upon the date that such Death
Termination  Event  occurred  (subject to the last  sentence of this Section 7),
whereupon the Company shall  continue to pay the then current Base Salary to the
Estate  of the  Executive  for a  period  equal  to the  remaining  term  of the
Employment Period.

     (c)  Disability  Termination  Event.  Upon the  occurrence  of a Disability
Termination  Event, this Agreement shall terminate  automatically  upon the date
that such Disability Termination Event occurred (subject to the last sentence of
this Section 7),  whereupon the Company shall  continue to pay the  then-current
Base Salary to the Executive  for the period equal to the remaining  term of the
Employment Period  (determined on the assumption that the Employment Period will
not be terminated prior to December 31, 2000).

     (d)  Termination  For Cause.  The  Executive and the Company agree that the
Company shall have the right to effectuate a Termination For Cause in accordance
with  the  terms  of this  Agreement  at any  time.  Upon  the  occurrence  of a
Termination  For Cause,  this  Agreement  will terminate upon the date that such
Termination For Cause occurs (subject to the provisions of Section 9), whereupon
(i) the  Executive  shall not be  entitled to receive  any  additional  payments
hereunder  other than the Base Salary,  as then in effect,  to and including the
date that  such  Termination  For Cause  occurs  and (ii) the  Company  shall be
entitled to any and all remedies and damages available to it.

     (e) Termination Without Cause. Upon the occurrence of a Termination Without
Cause,  this  Agreement  shall  terminate  upon the date that  such  Termination
Without Cause occurs  (subject to the  provisions  of Section 9),  whereupon the
Executive shall continue to receive the consideration set forth in Sections 4(a)
through (e) and Section 4(h)(i), (ii), (iii) and (v) through December 31, 2000.

     In the event of a  termination  of  Executive's  employment  for any reason
other than a Termination  for Cause or voluntary  termination  by the Executive,
including,  but not limited to a Death Termination Event, Disability Termination
Event,  Termination  Without Cause,  all options,  warrants and restricted stock
then  held by and/or  granted  to the  Executive  will  immediately  vest and be
exercisable  by  the  Executive  but  in  the  event  of  the  occurrence  of an
Extraordinary Transaction, no options, warrants or restricted stock then held by
and/or granted to the Executive will immediately vest as a result thereof.

     Section 8.  Withholding.  The Company  shall be  entitled to withhold  from
amounts  payable to the Executive  hereunder  such amounts as may be required by
applicable law to be so withheld.

     Section 9.  Survival.  Notwithstanding  anything in this  Agreement  to the
contrary,  Section 6 of this  Agreement  shall survive any  termination  of this
Agreement or cessation of the Executive's  employment  hereunder for the periods
stated therein.

     Section   10.   Modification.   This   Agreement   sets  forth  the  entire
understanding  of the parties  hereto with respect to the subject matter hereof,
supersedes all existing  agreements between them concerning such subject matter,
and may be modified only by a written instrument duly executed by each party.

     Section  11.  Notices.  Any  notice  or  other  communication  required  or
permitted  to be given  hereunder  shall be in  writing  and  shall be mailed by
certified mail,  return receipt  requested,  or delivered against receipt to the
party to whom it is to be given,  at the  address of such party set forth in the
preamble to this  Agreement  (or to such other  address as such party shall have
furnished  in writing in  accordance  with the  provisions  of this Section 11).
Notice to the Estate  shall be  sufficient  if  addressed  to the  Executive  as
provided  in this  Section  11.  Any  notice  or  other  communication  given by
certified  mail  shall be  deemed  given at the time of  certification  thereof,
except for a notice  changing a party's  address  which shall be deemed given at
the time of receipt thereof.

     Section 12. Waiver. Any waiver by either party of a breach of any provision
of Agreement shall not operate as a waiver of any other breach of such provision
or of any breach of any other  provision  of this  Agreement.  The  failure of a
party to insist upon strict  adherence  to any term of this  Agreement on one or
more  occasions  shall not be  considered  a waiver or deprive that party of the
right  thereafter to insist upon strict adherence to that term or any other term
of this Agreement. Any waiver must be in writing.

     Section 13. Binding Effect.  The Executive's  rights and obligations  under
this Agreement shall not be transferable by assignment or otherwise, such rights
shall  not  be  subject  to  commutation,  encumbrance  or  the  claims  of  the
Executive's creditors, and any attempt to do any of the foregoing shall be void.
The provisions of this Agreement  shall be binding upon and inure to the benefit
of the  Executive  and his  heirs  and  personal  representatives,  and shall be
binding upon and inure to the benefit of the Company and its successors.

     Section  14.  Headings.  The  headings  in this  Agreement  are  solely for
convenience of reference,  and shall be given no effect in the  construction  or
interpretation of this Agreement.

     Section 15.  Enforcement.  Should the  Executive  sue to enforce any of his
rights under this  Agreement  and should the  Executive  prevail on any issue in
such suit,  then the Company  shall pay all the  Executive's  costs of such suit
(including  attorneys fees and disbursements).  If any taxes are imposed on such
payment, the Company shall make such additional payments to the Executive as may
be necessary,  so that after deducting the taxes imposed on all payments made to
the Executive pursuant to this paragraph,  the Executive is left on an after tax
basis  with an  amount  equal  to his  claim  for  indemnification  prior to the
payments described in this sentence.

     Section 16.  Counterparts.  This Agreement may be executed in any number of
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

     Section  17.  Governing  Law.  This  Agreement  shall  be  governed  by and
construed in accordance  with the laws of the State of South  Carolina,  without
reference to the conflict of law provisions thereof.

     Section 18. Construction and  Interpretation.  Should any provision of this
Agreement  require  judicial  interpretation,  the parties hereto agree that the
court interpreting or construing the same shall not apply a presumption that the
terms hereof shall be more strictly construed against one party by reason of the
rule of construction  that a document is to be more strictly  construed  against
the party that  itself,  or  through  its agent,  prepared  the same,  and it is
expressly  agreed and  acknowledged  that the  Executive,  the Company and their
respective  attorneys and  representatives  have participated in the preparation
hereof.

     Section 19. Waiver of Trial by Jury. TO THE EXTENT  PERMITTED BY APPLICABLE
LAW, EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RESPECTIVE
RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT
OF THIS  AGREEMENT OR ANY DEALING  BETWEEN OR AMONG THEM RELATING TO THE SUBJECT
MATTER OF THIS AGREEMENT AND THE RELATIONSHIPS  BEING ESTABLISHED.  THE SCOPE OF
THIS WAIVER IS INTENDED TO ENCOMPASS  ANY AND ALL DISPUTES  THAT MAY BE FILED IN
ANY COURT AND THAT RELATE TO THE SUBJECT  MATTER OF THIS  AGREEMENT,  INCLUDING,
WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL
OTHER COMMON LAW AND STATUTORY CLAIMS.  EACH PARTY HERETO ACKNOWLEDGES THAT THIS
WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THIS AGREEMENT, AND THAT EACH WILL
CONTINUE  TO RELY ON THE WAIVER IN THEIR  RELATED  FUTURE  DEALINGS.  EACH PARTY
HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS
LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS
FOLLOWING  CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE,  MEANING
THAT IT MAY NOT BE  MODIFIED  EITHER  ORALLY  OR IN  WRITING.  IN THE  EVENT  OF
LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO THE TRIAL BY THE
COURT.


<PAGE>

     IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first written above.

                         INSIGNIA FINANCIAL GROUP, INC.

                     By:     /s/Andrew L. Farkas                               
                     ----------------------------------------------------------
                   Name:     /s/Andrew L. Farkas                               
                     ----------------------------------------------------------
                    Its:     Chairman and Chief Executive Officer              
                    -----------------------------------------------------------


                         EXECUTIVE


                         /s/Frank M. Garrison                           
                         -----------------------------------------------
                   Name: Frank M. Garrison