AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT


         This Amendment No. 1 to Employment  Agreement (this "Agreement"),  made
as of April 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/Edward
S. Gordon Co., Inc., a Delaware corporation with an office at Insignia Financial
Plaza,  Post Office Box 1089,  Greenville,  South Carolina 29602 (the "Company)"
and  EDWARD S.  GORDON , an  individual  with an  office  c/o  Edward S.  Gordon
Company,   Incorporated,  200  Park  Avenue,  New  York,  New  York  10166  (the
"Executive").

                                   Background

         The Parent  Company,  the Company  and the  Executive  entered  into an
Employment  Agreement  dated as of June 17,  1996  ("Original  Agreement").  The
Parent  Company,  the Company and the Executive now desire to amend the Original
Agreement.

                             Statement of Agreement

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

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

   
         Section 2.  Amendment  of Section  3(b)(i) of the  Original  Agreement.
Section 3(b)(i) of the Original Agreement is hereby amended by deleting " be not
more than" in the second  sentence of such section and  inserting in its place "
be not less than".
    

         Section 3.  Notices.  Any  notice or other  communication  required  or
permitted  to be given  hereunder  shall be in  writing  and  shall be mailed by
certified mail,  return receipt  requested,  or delivered against receipt to the
party to whom it is to be given,  at the  address of such party set forth in the
preamble of this  Agreement  (or to such other  address as such party shall have
furnished in writing in accordance with the provisions of this Section).  Notice
to the Estate shall be  sufficient  if addressed to the Executive as provided in
this Section. Any notice or other communication given by certified mail shall be
deemed given at the time of certification thereof,  except for a notice changing
a party's address which shall be deemed given at the time of receipt thereof.

         Section  4.  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.

         Section 5. Binding Effect. The Executive's rights and obligations under
this  Agreement  shall not be  transferrable  by assignment  or otherwise,  such
rights  shall not be subject to  commutation,  encumbrance  or the claims of the
Executive's creditors, and any attempt to do any of the foregoing shall be void.
The provisions of this Agreement  shall be binding upon and inure to the benefit
of the  Executive  and his  heirs  and  personal  representatives,  and shall be
binding upon and inure to the benefit of the Company and its successors.

         Section 6.        Third Party Beneficiaries.  This  Agreement  does not
create, and shall not be construed as creating, any rights  enforceable  by  any
person not a party to this Agreement.

         Section 7.        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 8.        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 9.        Governing Law.  This Agreement shall be governed  by 
and  construed  in accordance  with the laws of the  State  of  South  Carolina,
without reference to the conflict of law provisions hereof.

         Section 10.       Affirmation .  The  parties  hereto  agree  that  the
Original Agreement, as amended hereby, is in full  force and effect on and as of
the date hereof.


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         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


                                             /s/  Edward S. Gordon
                                             EDWARD S. GORDON