AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT


     This Amendment No. 2 to Employment Agreement (this "Agreement"), made as of
February 20, 1996, is by and between Insignia  Financial Group, Inc., a Delaware
corporation  with an office at One  Insignia  Financial  Plaza,  Post Office Box
1089, Greenville,  South Carolina 29602 (the "Company"),  and James A. Aston, an
individual with an office at One Insignia Financial Plaza, Post Office Box 1089,
Greenville, South Carolina 29602 (the "Executive").

                                   Background

     The Company and the Executive entered into an Employment Agreement dated as
of  September  1, 1993 (the  "Original  Agreement")  and an  Amendment  No. 1 to
Employment  Agreement (the  "Amendment")  dated as of April 1, 1995. The Company
and the Executive now desire to amend the Original Agreement, as amended.

                             Statement of Agreement

     In consideration of the foregoing,  the mutual covenants and agreements set
forth  herein  and for  other  good and  valuable  consideration,  the  receipt,
adequacy and  sufficiency of which are hereby  acknowledged,  the parties hereto
agree as follows:

     Section 1. Defined Terms.  Capitalized terms used in this Agreement but not
otherwise  defined  herein  shall  have the  meanings  ascribed  thereto  in the
Original Agreement, as amended.

     Section 2. Amendment of Section 1 of the Original  Agreement.  Section 1 of
the Original Agreement,  as amended, is hereby amended by deleting "September 1,
1997" and inserting in its place "June 30, 1998".

     Section 3. Amendment of Section 3 of the Original  Agreement.  Section 3 of
the Original  Agreement,  as amended,  is hereby amended by adding the following
new subsection (l) to Section 3:

     "The  Executive  shall receive a bonus in the amount of  $250,000.00 on the
     occurrence  of a Change  In  Control,  Stock  Change  In  Control  or other
     material change to the equity capital structure of the Company prior to the
     end  of the  Employment  Period  and an  additional  bonus  of  $250,000.00
     ("Additional  Bonus") on the date which is eighteen  (18) months  following
     the date of the  occurrence of such event if, and only if, the Executive is
     still  employed by the  Company.  If the  Executive  is  terminated  by the
     Company for cause,  including,  but not limited to, a  Termination  Without
     Cause, the Executive shall no longer be entitled to and shall

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     have no claim for the Additional Bonus. For purposes of this Section 3 (l),
     whether or not a material  change to the equity  capital  structure  of the
     Company has occurred  will be  determined  by a vote of the majority of the
     disinterested  members of the Board of Directors  of the Company  acting in
     good faith."

     Section 4. Amendment of Section 3 of the Original  Agreement.  Section 3 of
the Original  Agreement,  as amended,  is hereby amended by adding the following
new subsection (m) to Section 3:

     In the event of a Death Termination Event, Disability Termination Event, or
     upon the occurrence of a Change In Control or Stock Change In Control,  all
     options  and  warrants  then  held by and  granted  to the  Executive  will
     immediately vest and be exercisable by the Executive; provided however that
     in the event of a Death Termination Event or Disability  Termination Event,
     any  options  shall  only  remain  exercisable  for a  period  of one  year
     following  such  termination  event  (but  not  later  than  the  scheduled
     expiration  date of such  options).  In the event of a Termination  Without
     Cause, the Compensation  Committee of the Board of Directors,  shall in its
     sole and absolute discretion,  determine whether or not to vest all options
     and  warrants  granted  to  the  Executive  upon  the  occurrence  of  such
     Termination Without Cause.

     Section 5. Amendment of Section 6 of the Original Agreement.  Section 6(b),
6(d) and 6(e) of the  Original  Agreement,  as  amended,  are hereby  amended by
deleting in each Subsection "September 1, 1997" and inserting in its place "June
30, 1998".

     Section 6. 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 of this
Agreement  (or to such  other  address as such party  shall  have  furnished  in
writing in accordance with the provisions of this Section). Notice to the Estate
shall be  sufficient  if addressed to the Executive as provided in this Section.
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 7. Waiver.  Any waiver by either party of a breach of any provision
of this  Agreement  shall not operate as or be  construed  to be 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.

   


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     Section 8. Binding  Effect.  The Executive's  rights and obligations  under
thisAgreement shall not be transferrable 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 9. Third Party  Beneficiaries.  This Agreement does not create, and
shall not be construed as creating,  any rights  enforceable by any person not a
party to this Agreement.

     Section  10.  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 11.  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  12.  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 hereof.

     Section  13.  Affirmation.  The  parties  hereto  agree  that the  Original
Agreement, and the Amendment, as amended hereby, are in full force and effect on
and as of the date hereof.

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

                                         INSIGNIA FINANCIAL GROUP, INC.



                                         By:  /s/ John K. Lines
                                         ----------------------
                                         Name:  John K. Lines
                                         Title: General Counsel and Secretary




                                         /s/ James A. Aston
                                         ------------------
                                         JAMES A. ASTON