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 James A. Aston, an individual with an office
at One Insignia Financial Plaza, Greenville, SC 29062 (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
Office of the  Chairman and Chief  Financial  Officer 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 One Insignia Financial Plaza, Greenville, SC 29062 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/James A. Aston                                 
                             --------------------------------------------------
                             Name: James A. Aston