AMENDED AND RESTATED EMPLOYMENT AGREEMENT

                  THIS  AMENDED  AND   RESTATED   EMPLOYMENT   AGREEMENT   (this
"Agreement"),  made as of May 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 HENRY HOROWITZ,
an  individual  residing at 105 Hidden  Hills Drive,  Greenville,  SC 29605 (the
"Executive").

                                               W I T N E S S E T H :

                  WHEREAS,  the Parent Company and the Executive entered into an
Employment Agreement dated as of December 14, 1992 ("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:

                  Section 1.  Employment.  The Parent  Company,  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
August 30, 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").

                  Section 2.        Duties and Services.

                  (a) Offices. During the Employment Period, the Executive shall
serve as Chief Operating Officer of the Company and Executive  Managing Director
of the Parent Company. 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 and the President of the 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 Parent Company, 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 the
Parent  Company,  which shall be in  Greenville,  South Carolina . The Executive
will be provided  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
and Insignia Capital  Advisors,  Inc., in each case as directed by the Chairman,
Chief Executive  Officer and President of the Parent  Company,  the President 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,  in addition to those investments set forth on Exhibit
A attached  hereto,  the  Executive  (i) may make  certain real estate and other
investments and hold positions as officers, directors and/or partners thereof as
long as (A) such positions and  investments do not conflict with the Executive's
duties and loyalties to the Parent Company,  the Company and  Insignia\ESG,  (B)
are  consistent  with  the then  existing  policies  of the  Parent  Company  in
connection  with  investments  permitted  to be made by senior  officers  of the
Parent Company,  and (C) have been approved by the Parent Company,  and (ii) may
hold such other  positions,  in charitable  and other  organizations,  as may be
appropriate to his duties hereunder, (collectively, the "Permitted Activities").

                  (e) 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(f) in addition to the
compensation  expressly provided in this Agreement consistent with his principal
responsibilities  as Chief Operating Officer 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.

                Section 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 $300,000  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) Annual  Bonus.  An annual  discretionary  bonus of up to a
maximum of $250,000 for the year ended  December 31, 1997 and  subsequent  years
(as such maximum  bonus amount may be adjusted from time to time in the sole and
absolute  discretion  of the  Compensation  Committee of the Board of Directors)
based upon the combined  Company and  Insignia/ESG  (including  Insignia Capital
Advisors,  Inc. and the Company's other subsidiaries)  targeted Net EBITDA being
achieved  but  in  any  event  in  the  sole  and  absolute  discretion  of  the
Compensation  Committee of the Board of Directors  of the Parent  Company.  Such
bonus shall be paid to the Executive within one hundred (120) days after the end
of the Parent Company's fiscal year.

     (c) Additional  Annual Bonus.  An annual bonus for the year ending December
31,  1997 and  subsequent  years in an  amount  determined  by the  Compensation
Committee  of the Board of  Directors  of the  Parent  Company,  in its sole and
absolute  discretion,  of 5%, or such  lesser  percentage  as such  Compensation
Committee shall determine,  of the increase in annual Net EBITDA, reduced by all
bonus compensation paid to employees of the Company and Insignia/ESG  (including
Insignia Capital Advisors, Inc. and the Company's other subsidiaries) (including
the imputed  bonus of the Executive as  determined  under this  Agreement ), all
Company and Insignia/ESG  overhead  allocations and all compensation paid to the
Executive  pursuant  to this  Agreement,  over the  annual  Net  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 Parent Company's fiscal year.
For  purposes  of this  Agreement,  Net EBITDA  shall mean the  earnings  before
interest, taxes, depreciation,  and amortization of the Company and Insignia/ESG
net of the debt of the Parent Company at the Parent  Company's cost of such debt
plus  fifteen  (15%)  percent  of the cost of such  debt to the  Parent  Company
computed  in  accordance   with  generally   accepted   accounting   principles,
consistently applied.

                  (d)  Options and  Restricted  Stock.  Options  pursuant to the
Parent Company's 1992 Stock Incentive Plan, as amended, to purchase ten thousand
(10,000)  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 $17.50 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, five thousand (5,000) 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.

                  (e) 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 the Parent  Company during the
Employment  Period and offered by 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").

                  (f) 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 as set forth on Exhibit B attached hereto, 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  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.

                  (g)  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  Parent  Company,  the  Company  and
Insignia\ESG, as reasonably determined by the Executive.

                  (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 at The Commerce  Club,   Greenville,
South Carolina;

                           (ii)     A membership at The Greenville Country Club 
in Greenville, South Carolina  including  all of the  monthly  business  related
expenses incurred by the Executive; and

                           (iii) Reasonable consultations with financial and tax
advisors or counselors, including annual income tax preparation.

                  (i)  Loan.  An  unsecured  loan  in the  principal  amount  of
$150,000 (the "Loan"),  which Loan shall be upon the other terms and  conditions
set forth in, and shall be evidenced  by, the Note  attached as Exhibit A hereto
and hereby  made a part  hereof  (the  "Note"),  which Loan shall be made to the
Executive  upon the  Executive's  execution of this  Agreement  and the Note and
delivery of this Agreement and the Note to the Company. To the extent there is a
conflict  between  the terms of this  Agreement  and the terms of the Note,  the
terms of this Agreement will supercede the terms of the Note.


                  Section 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.

                  Section 5.        Non-Solicitation; Confidentiality.

                  (a)  Non-Solicitation.  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
Parent  Company,  the  Company,  Insignia\ESG  and  their  affiliates  and their
customers, clients and suppliers, the Executive agrees that (i) so long as he is
employed by the Parent Company,  the Company and  Insignia\ESG  pursuant to this
Agreement  or  otherwise  and  (ii)  for a  period  of two  (2)  years  after  a
Termination for Cause, a Termination Without Cause, or the Executive's voluntary
termination of such  employment,  except for those  properties owned directly or
indirectly by the Executive at the cessation of the Executive's  employment with
the  Company,  he will not either on his own behalf or as an officer,  director,
employee, agent,  representative,  independent contractor or in any relationship
to any  person,  partnership,  corporation  or other  entity  (except the Parent
Company),  solicit,  directly or by assisting  others,  business from any of the
Parent Company's or any of its affiliates'  customers or clients for the purpose
of providing  goods or services to Parent  Company's  or any of its  affiliates'
customers  or clients  which are  directly  competitive  with goods or  services
provided by the Parent  Company or any of its  affiliates  to such  customers or
clients; and (ii) while Executive is employed with the Parent Company, and for a
period of two (2) years following the date on which Executive's  employment with
the Company ceases for any reason, Executive shall not, either on his own behalf
or  as  an  officer,  director,  employee,  agent,  representative,  independent
contractor or in any  relationship  to any person,  partnership,  corporation or
other  entity  (except  the Parent  Company),  solicit or  accept,  directly  or
indirectly or by assisting others,  business from any of the Parent Company's or
any of its affiliates' customers or clients who have a written contract with the
Parent Company or any of its affiliates at the time Executive's  employment with
the  Parent  Company  ceases  for the  purpose of  providing  goods or  services
provided by the Parent  Company or any of its  affiliates  to such  customers or
clients.  Notwithstanding  the termination or failure to extend the term of this
Agreement for any reason,  the Executive  will not for a period of two (2) years
following the cessation of the Executive's  employment with the Company 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  and  Michael   Horowitz.   In  addition,
notwithstanding  the termination or failure to extend the term of this Agreement
for any reason, the Executive agrees that following the cessation of Executive's
employment  with the Parent  Company,  the Company and  Insignia/ESG 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 General
Counsel of the Parent  Company prior to or at the  termination of his employment
hereunder.

                  (c)  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.

                  Section 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 Parent Company,  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  breach by the
Executive of any of the 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) the failure by the Executive to comply
with any 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
Section 5 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 the Executive  shall have five (5)
days after written notice thereof from the General Counsel of the parent Company
to cure such breach,  (G) except to the extent  approved in writing by the Board
of Directors of the Parent Company, 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) the violation of any of the policies of the
Parent Company, the Company or Insignia/ESG.

     (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,  a  Disability  Termination  Event,  or a voluntary
resignation by Executive.  (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 the Company shall pay to the Estate  compensation at
the annual rate equal to the Base Salary then in effectfor 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 and shall forgive any amount  remaining due on
the Loan.

                  (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),  whereupon.  the Company shall pay to the Executive
compensation  at the annual  rate equal to the Base  Salary then in effect 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 and shall forgive any
amount remaining due on the Loan.

                  (d)  Termination  For Cause.  The  Executive  and the Company,
Insignia/ESG 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 Company shall pay to the Executive compensation at the
annual rate equal to the Base  Salary then in effect and all bonus  compensation
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 and shall forgive
any amount remaining due on the Loan.

                  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.

     Section 7.  Indemnification.  Parent Company and the Executive have entered
into an Indemnification Agreement dated as of May 25, 1995.

     Section  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.

     Section 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.

     Section  10.  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 10.)
Notice to the Estate  shall be  sufficient  if  addressed  to the  Executive  as
provided  in this  Section  10.  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 11. 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 12. 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.

     Section 13. 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  14.  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.

     Section  15.  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 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.

     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/Henry Horowitz
                                            HENRY HOROWITZ