AMENDED AND RESTATED EMPLOYMENT AGREEMENT

                  THIS  AMENDED  AND   RESTATED   EMPLOYMENT   AGREEMENT   (this
"Agreement"),  made as of January 1, 1997,  is by and among  INSIGNIA  FINANCIAL
GROUP,  INC., a Delaware  corporation  with an office at One Insignia  Financial
Plaza,  Post Office Box 1089,  Greenville,  South  Carolina  29602 (the  "Parent
Company"),  INSIGNIA  COMMERCIAL  GROUP,  INC., a Delaware  corporation  with an
office at One Insignia Financial Plaza, Post Office Box 1089, Greenville,  South
Carolina 29602, (the "Company"), INSIGNIA\Edward S. Gordon Co., Inc., a Delaware
corporation  with an office at One  Insignia  Financial  Plaza,  Post Office Box
1089,  Greenville,  South  Carolina  29602 (the  "Insignia\ESG")  and STEPHEN B.
SIEGEL,  an  individual  residing  at 130 East 67th  Street,  NY, NY 10021  (the
"Executive").

                                               W I T N E S S E T H :

                  WHEREAS,  the Parent Company,  Insignia\ESG  and the Executiv
entered  into an  Employment  Agreement  dated as of June 17, 1996  ("Employment
Agreement"); and

                    WHEREAS,  the  parties  desire  to  amend  and  restate  the
Employment Agreement as set forth in this Agreement; and

                  WHEREAS,  the Company and  Insignia\ESG  desire to continue to
assure  themselves of the services of the  Executive for the period  provided in
this Agreement, and the Executive continues to be willing to serve in the employ
of the Company and  Insignia\ESG  for such period upon the terms and  conditions
hereinafter provided;

                  NOW,  THEREFORE,  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:

                  1. Employment.  The Company and Insignia\ESG  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
the date of this  Agreement  and ending on December  31,  1999 (the  "Expiration
Date"),  subject to earlier  termination as set forth herein (such period, as it
may be so terminated, being referred to herein as the "Employment Period").

                  2.       Duties and Services.

                  (a) Offices. During the Employment Period, the Executive shall
serve as President of the Company and  Insignia\ESG.  In the  performance of his
duties hereunder, the Executive shall report to and shall be responsible only to
the Chairman,  Chief Executive Officer or President of the Parent Company or the
Office of the Chairman of the Parent  Company (as may be determined by the Board
of Directors of the Parent Company from time to time).  The Executive  agrees to
his   employment   as  described  in  this  Section  2,  and  agrees  to  devote
substantially  all of his 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 and Insignia\ESG  require and as reasonably  directed by
the Chairman, Chief Executive Officer or President of the Parent Company and the
Boards of Directors of the Parent Company and the Company and Insignia\ESG.

                  (b)  Location of Office.  During the  Employment  Period,  the
Executive's  office  shall be  located  in the  principal  executive  offices of
Insignia\ESG  , which  shall be in New York City,  New York.  Insignia\ESG  will
provide the Executive with a suitable office, an executive secretary  reasonably
acceptable to him, and other support appropriate to his duties hereunder.

                  (c) Primary  Responsibilities.  During the Employment  Period,
the  Executive  shall  have  principal  responsibility  for  the  financial  and
operational affairs of the Company and its subsidiaries including  Insignia\ESG,
in each case as  directed  by the  Chairman  of the  Company  and the  Boards of
Directors of the Parent Company and the Company and Insignia\ESG.

                  (d)  Permitted  Activities.  Notwithstanding  anything  to the
contrary  herein  provided,  the  Executive (i) may make certain real estate and
other  investments  and hold positions as officers,  directors  and/or  partners
thereof in so far as such  positions  and  investments  do not conflict with the
Executive's  duties  and  loyalties  to the  Parent  Company,  the  Company  and
Insignia\ESG, and (ii) may continue to hold all positions and operate businesses
and/or  receive  compensation  in accordance  with Exhibit A annexed  hereto and
incorporated  herein and (iii) may hold such other positions,  in charitable and
other   organizations,   as  may  be  appropriate   to  his  duties   hereunder,
(collectively, the "Permitted Activities").

                  (e)   Licensing.   The   Executive   shall   comply  with  the
requirements of the New York State Real Property Law (Broker's  License Law) and
New York State's Rules for the Guidance of Real Estate Brokers and  Salespersons
and shall maintain his real estate brokers license in effect at all times during
the  Employment  Period.  If the Executive is not duly licensed as a real estate
broker or salesperson in New York at any time during the term of this Agreement,
the Executive  will  immediately  notify the Chairman,  the  President,  and the
General Counsel of the Parent Company and of the Parent Company of that fact, in
writing.  During such period the Executive  will not engage in any activities in
violation of the applicable licensing laws, or any other applicable law; and the
Executive will diligently  take all actions  necessary to obtain such license as
soon as  practicable  thereafter.  The failure of the  Executive to maintain his
real estate  brokers  license during the  Employment  Period shall  constitute a
material  breach of this Agreement  which shall entitle the Company to terminate
the Executive's employment for cause.

                  (f)  Membership.  The  Executive  shall,  at the Company's and
Insignia\ESG's  request and expense,  maintain a  membership  in the Real Estate
Board of New York,  Inc. The  Executive  will at all times adhere to the Code of
Ethics and  Professional  Practices of said Board and to the requirements of all
applicable laws and governmental regulations.

                  (g) Other  Duties.  In addition to his duties with  respect to
the  Company  and  Insignia\ESG,  the  Executive  shall  serve on the  Executive
Management  Committee of the Parent Company.  In such capacities,  the Executive
shall report  directly to the Chief  Executive  Officer of the Parent Company or
such other  individual  as may be  designated  by the Board of  Directors of the
Parent Company. The Executive shall serve as a director and/or officer of any of
the  Parent  Company's  subsidiaries  or  affiliates  if the  Parent  Company so
requests.  Executive shall not be entitled to receive any  compensation  for the
performance  of the duties  provided for in this Section 2(g) in addition to the
compensation  expressly provided in this Agreement consistent with his principal
responsibilities  as  President  of the Company and of  Insignia/ESG.  Executive
shall  endeavor  to  participate  in all  meetings of the  Executive  Management
Committee.  Executive shall attend,  participate in, and be a representative  of
the Company and  Insignia\ESG at all monthly  operations  review meetings of the
Parent  Company.  It is  acknowledged  by Executive  that  recurring  failure of
Executive to attend such meetings shall be a material breach of this Agreement.

                  3.  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 following:

                  (a) Base  Salary.  Subject to the  provisions  of Section 6, a
base salary at the rate of $1,000,000 per annum (the "Base Salary"),  payable in
equal bi-weekly  installments or in such other installments  consistent with the
policy of the Parent Company as it may be amended from time to time.

                  (b) Override.  Subject to the approval of the  stockholders of
the Parent Company as described in Section 3(j) below, an override  ("Override")
up to a maximum of $400,000 for the year ended  December 31, 1997 and subsequent
years, equal to 0.6% of the gross leasing commissions received (as "received" is
defined in Section 3(d) below) by  Insignia\ESG  in each  calendar  year or part
thereof  during the Employment  Period,  but only to the extent that the Company
and all of its wholly-owned  subsidiaries on a consolidated basis  (collectively
"ICG") meet or exceed the Company's  annual EBITDA budget as  established by the
Compensation   Committee  of  the  Parent  Company's  Board  of  Directors  (the
"Compensation  Committee"),  after  deduction  of the  Override  payable  to the
Executive,  all bonus  compensation  paid to  employees  of ICG  (including  the
imputed  bonus of the  Executive as determined  under this  Agreement),  all ICG
overhead allocations and all compensation paid to the Executive pursuant to this
Agreement,  which annual  EBITDA  budget shall be increased by the  Compensation
Committee  for each  subsequent  year by an  amount  of no less  than 10% of the
annual EBITDA budget for the  immediately  preceding  year.For  purposes of this
Section  3(b),   EBITDA  shall  mean  the  earnings  before   interest,   taxes,
depreciation,  and  amortization  of ICG computed in accordance  with  generally
accepted accounting principles,  consistently applied. In addition, for purposes
of determining the amount of the Override under this Section 3(b), the Executive
understands and agrees that the amount of gross leasing commissions  received by
Insignia\ESG shall be subject to following  limitation:  the ratio calculated by
dividing the gross leasing  commissions  received by  Insignia\ESG  by the gross
leasing  commissions   received  by  the  Company,  net  of  the  gross  leasing
commissions received by Insignia\ESG, (the "Gross Commission Ratio") at the time
that the Override is determined  shall be not greater than the Gross  Commission
Ratio on the date of this Agreement.  Accordingly, if the Gross Commission Ratio
at the time the  Override is  determined  is greater  than the Gross  Commission
Ratio  on the  date  of  this  Agreement,  then  the  amount  of  gross  leasing
commissions  received by  Insignia\ESG  shall,  for purposes of determining  the
Override,  be reduced to the point that the Gross  Commission  Ratio at the time
the Override is determined is equal to the Gross Commission Ratio on the date of
this Agreement.

                  (c) Advances.  Insignia\ESG  shall advance to the Executive an
amount equal to $50,000 less withholding permitted by Section 8 on the first day
of each month (such amounts including the related withholding are referred to as
the  "Advances").  Not later than March 31 following the end of each fiscal year
(or 90 days following the termination of the Employment Period, if earlier), the
Compensation  Committee  shall  deliver to the  Executive a  calculation  of the
amount of Override payable to him pursuant to Section 3(b) of this Agreement and
the amount of Annual  Bonus  payable  to him  pursuant  to Section  3(e) of this
Agreement for the preceding year (or portion  thereof if the  Employment  Period
has terminated  during such year). In the event the Advances for any such period
exceed the Override and Annual Bonus earned for such period, the Executive shall
repay such excess to Insignia\ESG within 15 days of receipt of such calculation.
In the event the Override  and Annual  Bonus earned for such period  exceeds the
Advances for such period, Insignia\ESG shall pay such excess less withholding to
the Executive within 15 days of delivery of such calculation.

                  (d)  Commissions.  A  commission  equal  to a  percentage  (as
determined   below)  of  the   commissions   earned,   received   and   retained
(collectively,  "received") by  Insignia\ESG  upon  transactions as to which the
Executive has rendered  services  recognized by  Insignia\ESG.  The  Executive's
share of all  promotional  commission  revenues  described above shall be thirty
(30%) percent,  and Insignia\ESG's share shall be seventy (70%) percent; and the
Executive's  share of all net commission (e.g.  arising from a transaction where
Insignia\ESG is agent for the owner of the leased premises)  revenues  described
above shall be fifty (50%) percent and Insignia\ESG's share shall be fifty (50%)
percent.  Such  compensation  shall be  earned by the  Executive  only when such
commissions  have been  received  by  Insignia\ESG  and shall be  payable to the
Executive at the time and in the manner that  commissions are paid to other real
estate  salespersons/brokers of Insignia\ESG in accordance with the then current
Insignia\ESG policy.

                  (e) Annual Bonus.  Subject to the approval of the stockholders
of the Parent  Company as described  in Section 3(j) below,  an annual bonus for
the year ending December 31, 1997 and subsequent  years in an amount  determined
by the  Compensation  Committee of the Parent Company,  in its sole and absolute
discretion,  of 10%, or such lesser  percentage as such  Compensation  Committee
shall  determine,  of the  increase  in  annual  EBITDA  reduced  by  all  bonus
compensation  paid to  employees  of ICG  (including  the  imputed  bonus of the
Executive as determined under this Agreement ), all ICG overhead allocations and
all  compensation  paid to the Executive  pursuant to this  Agreement,  over the
annual EBITDA for the  immediately  preceding  year. Such bonus shall be paid to
the  Executive  within  one-hundred-twenty  (120)  days  after  the  end  of the
Company's fiscal year. For purposes of this Section 3(e),  EBITDA shall mean the
earnings before interest, taxes, depreciation,  and amortization of ICG computed
in  accordance  with  generally  accepted  accounting  principles,  consistently
applied.

                  (f) Options and Restricted Stock.  Options  previously granted
on February 21, 1997 pursuant to the Parent Company's 1992 Stock Incentive Plan,
as amended,  to purchase  twenty five  thousand  (25,000)  shares of the Class A
Common  Stock,  par value $0.01 per share,  of the Parent  Company  (the "Parent
Company  Stock") at a price  equal to $21.375 per share which shall vest in five
equal  installments  commencing  on the date six  months  after the date of this
Agreement  and each of the next four  anniversaries  of such date.  In addition,
seventeen thousand five hundred (17,500) shares of the Class A Common Stock, par
value $0.01 per share,  of the Parent  Company  Stock in the form of  Restricted
Stock granted  pursuant to the Parent  Company's 1992 Stock  Incentive  Plan, as
amended, which shall vest in five equal installments  commencing on the date six
months after the date of this Agreement and each of the next four  anniversaries
of such date.

                  (g) Fringe Benefit Programs. In addition to the other benefits
provided to the  Executive  hereunder,  the right to  participate  in the fringe
benefit  programs  now or hereafter  maintained  by  Insignia\ESG  or the Parent
Company during the Employment  Period and offered by  Insignia\ESG or the Parent
Company to its managing directors.  Such fringe benefit program may include, but
not be limited to,  pension,  profit  sharing,  stock  purchase,  stock  option,
savings, bonus, disability, life insurance,  health insurance,  hospitalization,
dental,   and  other  plans  and   policies   authorized   on  the  date  hereof
(collectively, "Company Benefit Plans").

                  (h) Expense Reimbursement.  Reimbursement of the Executive for
all reasonable  out-of-pocket  expenses  incurred by him in connection  with the
performance  of  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 to be a member by the Chairman or
Chief  Executive  Officer  of the  Parent  Company,  upon  the  presentation  of
appropriate  documentation therefor in accordance with the then regular policies
and procedures of the Company. The Executive's current  professional  activities
and  memberships  are set forth on  Exhibit B,  attached  hereto and made a part
hereof.  The Executive  shall not engage in or apply for any other  professional
activity or membership without the prior written consent of the Chairman,  Chief
Executive Officer or President of the Parent Company.

                  (i)  Vacations.  Paid vacation  consisting of twenty (20) days
during each calendar year during the Employment Period, to be taken at such time
as is consistent with the needs of the Company and  Insignia\ESG,  as reasonably
determined by the Executive.

                  (j) Approval of Stockholders.  Executive  understands that the
compensation  provided  for in  Sections  3(b)  and 3(e) of this  Agreement  are
subject to the approval of the  stockholders  of the Parent Company at a meeting
of the  stockholders  of the Parent  Company.  In the event such approval is not
obtained on or before  December 31, 1997,  the  provisions  of Sections 3(b) and
3(e) shall be void ab initio,  but the other  provisions of this  Agreement that
remain in full force and effect  provided  this  Agreement  has not been earlier
terminated in accordance with its terms.

                  4. Representations and Warranties of the Executive.

                    The Executive represents and warrants to the Parent Company,
Insignia\ESG and the Company as follows:

                  (a) He is acquiring the securities  represented by the Options
and the  Restricted  Stock and, upon  exercise of the Options,  will acquire the
underlying  Parent Company Stock, for his own account,  for investment  purposes
only, and not with a view toward the sale or other distribution thereof;

                  (b)  Other  than  the  Permitted  Activities,  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 Parent Company, Insignia\ESG or the Company hereunder; and

                  (c) To the best of his  knowledge,  he is under no physical or
mental  disability  that would hinder his  performance  of his duties under this
Agreement.

                  5.       Non-Competition; Confidentiality.

                  (a)  Non-Competition.  In  view  of the  unique  and  valuable
services it is expected the Executive  will render to the Company,  Insignia\ESG
and the Parent  Company,  the  Executive's  knowledge  of the  customers,  trade
secrets,  and other  proprietary  information  relating  to the  business of the
Company  and  Insignia\ESG  and  their  customers  and  suppliers,  and  similar
knowledge regarding the Parent Company it is expected the Executive will obtain,
the  Executive  agrees  that (i) so long as he is  employed  by the  Company and
Insignia\ESG  pursuant to this  Agreement or otherwise  and (ii) for a period of
two (2) years after the Termination  for Cause (as hereinafter  defined) of such
employment  or  the  Executive's  termination  of  such  employment  during  the
Employment  Period,  he will not compete with or be engaged in the same business
as,  or  "Participate  In"  (as  hereinafter  defined)  any  other  business  or
organization  which,  at the time of the  cessation  of the  Employment  Period,
competes  with  or is  engaged  in the  Business  (as  defined  in the  Purchase
Agreement)  or the same  business as the  Company,  Insignia\ESG,  or the Parent
Company,  with respect to any product or service sold or activity  engaged in by
the Company,  Insignia\ESG, or the Parent Company in any geographical area which
at the time of such  cessation  such  product or service is sold or  activity is
engaged  in by the  Company,  Insignia\ESG  or  the  Parent  Company;  provided,
however,  that the  provisions  of this  Section 5 shall not be  interpreted  to
preclude  the  Executive,   at  any  time  and  from  time  to  time,  from  (i)
Participating  In any  other  organization  if  approved  by a  majority  of the
Directors of the Parent Company,  or (ii) owning not more than five percent (5%)
of the outstanding capital stock of any  publicly-traded  person or (iii) as set
forth on Exhibit A. In the event of a Termination  Without Cause (as hereinafter
defined) of Executive's employment the Executive shall, at his election,  either
(i) observe the  non-competition  agreement  set forth in the first  sentence of
this Section 5(a) for the  remainder  of the  Employment  Period and continue to
receive the  compensation  provided for herein,  or (ii) accept other employment
(the  "Competing  Employment")  in the real estate  industry  which violates the
non-competition  agreement set forth in the first  sentence of this Section 5(a)
and receive  compensation  at the annual rate of  $1,000,000  less the aggregate
amount of  compensation  payable to him from the  Competing  Employment  for the
remainder of the Employment  Period. In the event this Agreement is not extended
beyond  the  Employment  Period,  the  Executive  shall  not  be  bound  by  the
non-competition  agreement set forth in the first sentence of this Section 5(a).
The terms  "Participate  In" and  "Participating  In" shall mean:  "directly  or
indirectly,  for his own benefit or for, with, or through any other person,  own
or owning,  manage or managing,  operate or operating,  control or  controlling,
loan money to or lending money to, or participate in or participating in, as the
case  may be,  the  ownership,  management,  operation,  or  control  of,  or be
connected  or  being  connected,  as the case may be,  as a  director,  officer,
employee, partner, consultant, agent, independent contractor, or otherwise with,
or  acquiesce  or  acquiescing,  as the case may be, in the use of his name in."
Notwithstanding  the termination or failure to extend the term of this Agreement
for any reason,  the Executive will not directly or indirectly employ any person
who, at any time up to such cessation of Executive's employment, was an employee
of the  Company,  Insignia\ESG,  or the Parent  Company,  within a period of two
years after such person leaves the employ of the Company,  Insignia\ESG,  or the
Parent Company or any of its affiliates  other than his personal  secretary.  In
addition,  notwithstanding the termination or failure to extend the term of this
Agreement for any reason,  the Executive  agrees that  following the  Employment
Period,  he will not  solicit  anyone for the purpose of  providing  management,
leasing or related  real estate  services  with respect to the  properties  then
managed and the clients then served by the Company,  Insignia\ESG, or the Parent
Company.

                  (b)  Confidentiality.  All confidential  information which the
Executive may now possess,  may obtain during or after the Employment Period, or
may create prior to the end of the  Employment  Period or otherwise  relating to
the business of the Company,  Insignia\ESG or the Parent Company or any of their
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 termination of his employment,  or used by him except
during the Employment Period in the business and for the benefit of the Company,
Insignia\ESG,  the Parent Company and their subsidiaries and affiliates.  In the
event that the  Executive  becomes  legally  compelled  to  disclose  any of the
confidential  information,  the  Executive  will  provide  the  Parent  Company,
Insignia\ESG  and the  Company  with prompt  notice so that the Parent  Company,
Insignia\ESG  and the Company may seek a protective  order or other  appropriate
remedy and/or waive  compliance  with the provisions of this Section 5(b) and in
the event that such protective order or other remedy is not obtained,  or should
the Parent  Company,  Insignia\ESG  and the Company  waive  compliance  with the
provisions of this Section 5(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 Company,
Insignia\ESG  and the  Parent  Company  prior  to or at the  termination  of his
employment hereunder.

                  (c)   Non-Competition   Compensation.   In   consideration  of
Executive's  performance of the agreements set forth in Sections 5(a)(ii) above,
Executive   acknowledges   that  he  was  paid  $300,000  in  advance  upon  the
commencement of the Employment  Period,  to be allocated to the  non-competition
agreement in Section 5(a)(ii).  Such $300,000 is acknowledged by Executive to be
full and  adequate  compensation  for the  restrictions  on the  conduct  of the
Executive to which he has voluntarily consented in Section 5(a)(ii).

                  (d)  Interpretation.  Since a breach of the provisions of this
Section 5 could not adequately be  compensated  by money  damages,  the Company,
Insignia\ESG  or the Parent Company shall be entitled,  in addition to any other
right and remedy available to it, to seek an injunction  restraining such breach
and the Parent  Company,  Insignia\ESG  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 5 are  necessary and  reasonable to protect
the  Company,  Insignia\ESG  and the  Parent  Company  in the  conduct  of their
respective  businesses.  If any restriction contained in this Section 5 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, Insignia\ESG or the Parent
Company from pursuing any other remedies,  at law or in equity,  for such breach
or threatened breach.

                  6.       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  100 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 or the Executor 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 and
Insignia\ESG  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
Parent Company that  termination of this Agreement is necessary by reason of (A)
the  conviction of the Executive of a felony under state or federal law,  unless
in any such case the Executive  performed such act in good faith and in a manner
the Executive  reasonably believed to be in or not opposed to the best interests
of the Company,  Insignia\ESG or the Parent Company,  (B) the continued material
breach by the Executive of any of the material  provisions of this Agreement for
a period of thirty  days  after  written  notice of such  breach is given to the
Executive by the Company, Insignia\ESG or the Parent Company, (C) failure by the
Executive to comply with any material directive of the Board of Directors of the
Company,  Insignia\ESG  or the Parent  Company which shall continue for ten days
after written notice  thereof is given to the Executive,  (D) a violation of the
confidentiality  provisions  of  Sections  5 or  9  of  this  Agreement  by  the
Executive,  (E) the  taking  by the  Executive  of any  action  on behalf of the
Company,  Insignia\ESG or the Parent Company knowingly without the possession by
the Executive of the  appropriate  authority to take such action,  provided that
Executive shall have five (5) days after written notice thereof from the General
Counsel  of the  Parent  Company  to cure  such  breach,  (F) the  taking by the
Executive of actions (other than  Permitted  Activities) in conflict of interest
with the Company,  Insignia\ESG,  or the Parent Company or their subsidiaries or
affiliates, given the Executive's positions with the Company,  Insignia\ESG,  or
the  Parent  Company  and  their  subsidiaries  and  affiliates,  provided  that
Executive shall have five (5) days after written notice thereof from the General
Counsel  of the Parent  Company to cure such  breach,  (G) the  usurpation  of a
corporate  opportunity  of the Company,  Insignia\ESG,  or the Parent Company or
their  subsidiaries  or  affiliates by the  Executive;  provided,  however,  the
parties  acknowledge  and agree that no Permitted  Activity  shall  constitute a
corporate  opportunity,  and further provided that the Executive shall have five
(5) days after  written  notice  thereof to cure such breach,  (H) the recurring
failure  to  attend  and  participate  in  (x)  Executive  Management  Committee
Meetings,  and  (y)  Monthly  Operations  Review  Meetings,  provided  that  the
Executive shall have five (5) days after written notice thereof from the General
Counsel of the Parent Company to cure such breach,  (I) a failure as provided in
the last sentence of Section 2(e),  provided that the Executive  shall have five
(5) days after  written  notice  thereof to cure such breach,  or (J) a material
breach  or  default  of any of the  representations,  warranties,  covenants  or
agreements  contained in the Purchase  Agreement which continues for a period of
not less than five days after Executive has received  notice thereof,  which (i)
shall have been asserted  within  twenty-four  (24) months after the Closing and
(ii) results in aggregate losses,  liabilities,  costs, and/or damages in excess
of Four Hundred Thousand ($400,000) Dollars.  Notwithstanding the foregoing,  if
any breach by the Executive as described in subparts (E), (F), (H) and (I) above
is not capable of being cured within the five (5) day period  following  written
notice thereof from the General Counsel of the Parent Company, such breach shall
not be deemed to constitute a basis for Termination For Cause of the Executive's
employment hereunder if the Executive has taken all actions reasonably necessary
during  such five (5) day  period to  commence  the cure of such  breach and has
diligently  pursued such cure to completion  within  thirty (30) days  following
such written  notice to the  satisfaction  of the General  Counsel of the Parent
Company.
                           (v)      Termination Without Cause.  As used herein, 
"Termination  Without Cause" shall mean any   termination  of   the  Executive's
employment  hereunder by the Company, Insignia\ESG  or  the  Parent Company that
is  not a  Termination For  Cause, a  Death  Termination  Event, or a Disability
Termination Event.

                  (b) Death  Termination  Event.  Upon the occurrence of a Death
Termination  Event, this Agreement shall terminate  automatically  upon the date
that such Death Termination Event occurred (subject to the last sentence of this
Section 6), whereupon  Insignia\ESG shall pay to the Estate  compensation at the
annual  rate of One  Million  ($1,000,000)  Dollars  for a  period  equal to the
remaining term of the Employment Period (determined upon the assumption that the
Employment  Period will not be terminated prior to the Expiration  Date), but in
no event longer than one (1) year.

                  (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 6).

                  (d) Termination  For Cause.  The Executive and the Company and
the Parent Company agree that the Company,  Insignia\ESG  and the Parent Company
shall  have  the  right to  effectuate  a  Termination  For  Cause  prior to the
Expiration Date. Upon the occurrence of a Termination For Cause,  this Agreement
shall terminate upon the date that such Termination For Cause occurs (subject to
the last sentence of this Section 6),  whereupon the Executive shall be entitled
to receive the Base Salary,  as then in effect,  to and  including the date that
such Termination For Cause occurs.

                  (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 last  sentence of this
Section 6), whereupon the Executive shall make the election  provided for in the
second sentence of Section 5(a) and shall be compensated in accordance with such
election.

                  Notwithstanding  anything in this  Agreement to the  contrary,
Sections 3 (as to compensation, overrides, commissions, bonuses, fringe benefits
and expense  reimbursements  to which Executive became entitled prior to or as a
result of the termination of this Agreement),  4, 5, 6, 7, 8, 9, 10, 11, 12, 13,
14,  15, 16 and 17 of this  Agreement  shall  survive  any  termination  of this
Agreement or of the Executive's employment hereunder until the expiration of the
statute of limitations applicable hereto.

                  7. Indemnification.  The Company,  Insignia\ESG and the Parent
Company hereby agree, jointly and severally, to indemnify the Executive (and his
successors,    legatees,   estate,   administrators,    executors,   and   legal
representatives)  and to advance monies to such persons to pay expenses relating
to indemnifiable events to the fullest extent permitted by the laws of the State
of  Delaware,  and the  Executive  shall be  entitled to the  protection  of any
insurance policies the Company,  Insignia\ESG or the Parent Company may elect to
maintain generally for the benefit of their directors and officers,  against all
costs,  charges,  and  expenses  whatsoever  incurred or sustained by him or his
successors,    legatees,   estate,   administrators,    executors,   and   legal
representatives in connection with any action,  suit, or proceeding to which any
of such persons may be a party by reason of the Executive being or having been a
director or officer of the Company,  Insignia\ESG,  or the Parent Company or any
of their subsidiaries or affiliates.

                  8. Tax Withholding.  The Company,  Insignia\ESG and the Parent
Company  shall be entitled to withhold  from  amounts  payable to the  Executive
hereunder  such  amounts  as may be  required  by  applicable  tax  law to be so
withheld.

                  9. Survival. Subject to the provisions of the last sentence of
Section 1 of this Agreement,  the covenants,  agreements,  representations,  and
warranties  contained in or made  pursuant to this  Agreement  shall survive the
termination of this Agreement,  irrespective of any investigation  made by or on
behalf of any party hereto. All confidential information which the Executive may
now possess,  may obtain during or after the  Employment  Period,  or may create
prior to the end of the Employment Period or otherwise  relating to the business
of the Company, Insignia\ESG, or the Parent Company or any of their 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 termination of his employment,  or used by him except during
the  Employment  Period in the  business  and for the  benefit  of the  Company,
Insignia\ESG,  and the Parent Company and their subsidiaries and affiliates. The
Executive shall return all tangible evidence of such confidential information to
the Company,  Insignia\ESG and the Parent Company prior to or at the termination
of his employment hereunder.

                  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 or terminated only by a written  instrument duly executed by
each  party.  Executive  acknowledges  and  agrees  that  neither  the  Company,
Insignia\ESG,  the Parent Company nor its subsidiaries or affiliates has or will
assume  or  become  obligated  under  any  existing  employment   agreements  or
arrangements  between  the  Executive  and  any  of  Edward  S.  Gordon  Company
Incorporated,  Edward S. Gordon  Company of New Jersey,  Inc., or the Affiliated
Entities  (as defined in the  Purchase  Agreement  dated June 17, 1996 among the
Parent  Company,  the  Company,  Edward  S.  Gordon,  Edward S.  Gordon  Company
Incorporated  and Edward S.  Gordon  Company,  of New  Jersey,  Inc.  ("Purchase
Agreement").

                  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.

                  12.  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.

                  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,  Insignia\ESG,  the Parent
Company and their successors.

                  14. 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.

                  15. 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,
Insignia\ESG,  the Parent  Company  and their  respective  representatives  have
participated in the preparation hereof.

                  16.  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.

                  17. 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.

                  18.  Governing  Law. This  Agreement  shall be governed by and
construed  in  accordance  with  the  laws of the  State  of New  York,  without
reference to the conflict of law provisions thereof.

                  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 DEALINGS  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 A TRIAL BY THE COURT.

     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

                                            INSIGNIA\EDWARD S. GORDON CO., INC.


                                            By: /s/John K. Lines
                                                Name:   John K. Lines
                                                Title:  Secretary

                                            INSIGNIA COMMERCIAL GROUP, INC.


                                            By: /s/John K. Lines
                                                Name:    John K. Lines
                                                Title:   Secretary


                                               /s/Stephen B. Siegel
                                            STEPHEN B. SIEGEL