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 Andrew Lawrence Farkas an individual with an
office at 375 Park Avenue, New York, N.Y. (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 Chief Executive 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 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 parties  hereto  understand and
     agree that the Executive has business interest outside of the scope of this
     Agreement,   including,   without   limitation,   at   Metropolitan   Asset
     Enhancement, L.P. ("MAE"), as a strategic partner at Charterhouse, and as a
     director  of  Northstar   Bank.  The  parties  hereto  hereby  agree  that,
     notwithstanding  any provision of this  Agreement to the contrary,  (i) the
     Executive  shall be entitled to devote up to fifteen  percent  (15%) of his
     working  time to the  performance  of duties in  connection  with MAE,  its
     general partner, and its subsidiaries,  and (ii) the Executive shall not be
     entitled  to pursue any other  business  interests  outside of the scope of
     this  Agreement  without the prior  consent of the Company,  which  consent
     shall not be  unreasonably  delayed or  withheld.  The  Executive  shall be
     available to travel as the needs of the business of the Company  reasonably
     require.

          (b) Nomination To The Board of Directors and Committees  Thereof.  The
     Company  agrees  that the  Executive  shall be  nominated  by its  Board of
     Directors  to be elected to such Board of  Directors  as a Director  of the
     Company  at each  meeting of its  stockholders  at which  Directors  of the
     Company are to be elected for so long as the Executive shall be employed by
     the Company.  The Company further agrees that, for so long as the Executive
     shall be employed by the Company and shall be a Director of the Company, he
     shall be elected or appointed, as the case may be, to serve (i) as Chairman
     of the Board of Directors of the Company,  (ii) on the Executive  Committee
     of the Board of Directors of the Company as the Chairman thereto, and (iii)
     on the  Compensation  Committee  of the Board of Directors as an ex officio
     member thereof (collectively, the "Board Positions ").

          (c) Location of Office.  During the Employment  Period,  the Executive
     shall have an office in both the principal executive offices of the Company
     in Greenville,  South  Carolina,  and at the Company's  offices in New York
     City,  New York or, at the  Executive's  sole  option,  in only one of such
     locations.  The Company will provide the  Executive  with two (2) executive
     secretaries  acceptable to him, and other support appropriate to his duties
     hereunder in the sole discretion of the Executive.

          (d)  Primary  Responsibilities.  During  the  Employment  Period,  the
     Executive shall have primary responsibility for the business of the Company
     and its subsidiaries, including, without limitation, the following areas:

               (i) Underwriting decisions;

               (ii) Securitization decisions;

               (iii) Acquisition and disposition decisions;

               (iv) Hiring and termination of employees;

               (v) Setting executive and other employee compensation;

               (vi) Setting the location of the  Company=s  principal  executive
                    offices at any time and from time to time; and

               (vii)Other similar  general  management  decisions  affecting the
                    operations  of the  Company,  in each  case  subject  to the
                    approval  of the Board of  Directors  of the  Company or the
                    appropriate  committee thereof to the extent required by the
                    laws of the State of Delaware or the By-Laws of the Company.

          (e) Consulting.  Upon an Influence Change Event (as defined in Section
     8(a)(iv))  after or in connection  with an  Extraordinary  Transaction  (as
     defined in Section  4(d)),  an  Extraordinary  Stock  Event (as  defined in
     Section  8(a)(v)),  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 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  (the "Key Man  Insurance  Policy "). 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 Sections 7 and 8, a base
     salary at the rate of $1,  000,000 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 the Chief  Executive  Officer  of the
     Company  and  shall  follow  the  plan  approved  by  stockholders.  If  an
     Extraordinary  Transaction,  an Influence Change Event, or an Extraordinary
     Stock Event (all as defined in Section 8(a)) takes place in any year,  then
     the  Company  shall,  promptly  after the  Extraordinary  Transaction,  the
     Influence  Change Event, or the  Extraordinary  Stock Event,  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,  the
     Influence  Change  Event,  or  the  Extraordinary   Stock  Event  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,  the Influence Change Event, or the Extraordinary  Stock Event
     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
     $1,500,000  (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, 2001.  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,    Influence   Change   Event,   or
     Extraordinary   Stock  Event.  Upon  the  occurrence  of  an  Extraordinary
     Transaction,  an Influence Change Event, or an  Extraordinary  Stock Event,
     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,  pay the  Executive  a  payment  (the
     "Extraordinary  Transaction  Payment")  equal to (i) an amount equal to 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, the Influence Change Event, or the Extraordinary
     Stock Event 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)  $5,000,000  if the  Extraordinary
     Transaction,  the Influence Change Event, or the Extraordinary  Stock Event
     occurs in the first 12 months of the Employment  Period,  $6,000,000 if the
     Extraordinary Transaction, the Influence Change Event, or the Extraordinary
     Stock Event occurs in the second 12 months of the  Employment  Period,  and
     $7,000,000 if the Extraordinary Transaction, the Influence Change Event, or
     the  Extraordinary  Stock  Event  occurs  in the  third  12  months  of the
     Employment  Period.  In addition,  the Company  shall pay the Executive the
     amounts and benefits contemplated in Section 7(e).

          (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 1.00% 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 of  which he  becomes  a member  and  including,
     without  limitation,  expenses  required for professional  licensing of the
     Executive,  and  business  related  mobile or  cellular  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)  Memberships  at The Harvard Club,  New York City,  New York,
                    and Beachfront Club, Mamaroneck, New York;

               (ii) Membership in the Greenville Country Club, Greenville, South
                    Carolina;

               (iii)All  other   club   dues  for   clubs   and  other   similar
                    organizations  of which the  Executive is currently a member
                    and which he uses primarily for business purposes;

               (iv) An annual physical examination;

               (v)  Reasonable  consultations with financial and tax advisors or
                    counselors,  including annual income tax return  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;

               (vi) Unlimited access to,  consultations  with, and financial and
                    legal services and advice  provided by, the Chief  Financial
                    Officer  of the  Company  and  the  General  Counsel  of the
                    Company,  in each case with respect to the  interests of the
                    Executive  and the members of the his family and  regardless
                    of whether or not such interests are related to the business
                    and affairs of the Company,  at the Company=s  sole cost and
                    expense;

               (vii)Reimbursement  for the fees and  expenses of counsel  chosen
                    by the Executive incurred in connection with the negotiation
                    of this Employment  Agreement,  determined at such counsel's
                    regular hourly rate, plus an amount equal to any tax payable
                    by the  Executive  upon such amount taking into account that
                    such amount, in and of itself, may be taxable;

               (viii) During the  Employment  Period,  so long as the  Executive
                    shall  travel  more than  eight (8) days per month  (average
                    during the course of a calendar  year),  the  Company  shall
                    maintain a corporate jet aircraft no smaller than a Citation
                    VII  such as that in use by the  Company  as of the  date of
                    this  Agreement.  The Executive  shall have unlimited use of
                    the Company's aircraft during his employment by the Company.
                    The aircraft  shall also be  available  for use by the other
                    executives   and  directors  of  the  Company,   subject  to
                    availability.  In addition,  the Company  shall  provide the
                    Executive  with  the  use  of  the  aircraft  (or a  similar
                    chartered  aircraft  in the event that the Company no longer
                    has full time use of the  aircraft) for fifty (50) hours per
                    year  for  two  (2)  years  subsequent  to  the  Executive=s
                    termination  by the  Company  for any  reason  other  than a
                    Termination  for  Cause  or  voluntary  resignation  by  the
                    Executive. To the extent the Executive uses the aircraft for
                    personal  use,  the cost of such  use  shall be added to and
                    included in the Executive=s  compensation for federal, state
                    and local income tax purposes;

               (ix) 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; and

               (x)  Use of a full time car and driver both in Greenville,  South
                    Carolina and New York City,  New York,  which car and driver
                    shall also be available  for use by all other  executives of
                    the Company as the need shall arise.

          (i) Disability Protection  Underwriting.  Subject to the provisions of
     Sections 7 and 8 hereof,  the Company  will  underwrite  and provide to the
     Executive   disability  insurance  coverage  identical  to  the  disability
     insurance  coverage  provided to senior executives of the Company from time
     to time at the Company=s sole cost and expense.

          (j)  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.

          (k) 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(k) 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.

          (l) Registration  Rights.  The Company hereby ratifies the Executive=s
     registration  rights with respect to all of the  securities  of the Company
     beneficially owned by the Executive as set forth in the Registration Rights
     Agreement heretofore executed by the Executive and the Company.

          (m)  Vesting.  In  the  event  of  (a) 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
     or in the event of (b) the occurrence of an Extraordinary  Transaction,  an
     Influence  Change Event,  or an  Extraordinary  Stock Event (whether or not
     resulting in a  termination  of  Executive=s  employment),  all options and
     warrants then held by and/or granted to the Executive will immediately vest
     and be exercisable by the Executive.

          (n)  Signing  Bonus.  The  Company  shall  transfer  its  interest  in
     Metropolitan  Asset  Enhancement  L.P. to Executive  and pay the  Executive
     $2,000,000 upon execution of this Agreement.

          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 date of 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  or legal counsel who need
     such  information  to advise him,  prepare his tax returns,  make  required
     filings, represent him and the like; provided,  however, that the Executive
     will be responsible  for causing any such  accountants and legal counsel 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,  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, (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; provided, however, that if any such
               breach is  capable of being  cured,  but a  reasonable  person of
               sound mind and business judgment could not reasonably expect such
               breach  to be  cured  within  30  days,  such  breach  shall  not
               constitute  a  basis  for a  Termination  For  Cause  unless  the
               Executive does not diligently prosecute such cure to completion.

                    (v) Termination Without Cause. As used herein,  "Termination
               Without  Cause"  shall mean any  termination  of the  Executive=s
               employment hereunder that is not a Termination For Cause, a Death
               Termination  Event, or a Disability  Termination Event, and shall
               include,  without  limitation,  a termination of the  Executive=s
               employment  hereunder  due to  the  scheduled  expiration  of the
               Employment  Period on December  31, 2000 or (as  contemplated  by
               Section  8(b)(i)),  an  Extraordinary  Transaction,  an Influence
               Change  Event,  or  an  Extraordinary   Stock  Event  but  not  a
               conversion to a consulting agreement.

               (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 7),  whereupon  (i) the Company  shall
          continue  to pay the  then-current  Base  Salary to the  Estate  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 December  31,  2000),  and (ii) the Company  will
          continue  to provide  health  insurance  to the  surviving  spouse and
          surviving  issue of the Executive,  at their sole cost and expense but
          otherwise  upon  terms  and  conditions  identical  to the  terms  and
          conditions upon which health  insurance is provided to the spouses and
          issue of  employees  of the  Company at such time,  until such time as
          such  surviving  spouse and  surviving  issue elect to terminate  such
          health insurance coverage.

               (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
          (i) the Company shall  continue to pay  seventy-five  percent (75%) of
          the  then-current  Base Salary to the  Executive  for twice the period
          equal to the remaining term of the Employment Period  (determined upon
          the assumption that the Employment Period will not be terminated prior
          to December 31, 2000, and will not in any event be less than two years
          for purposes of such calculation),  (ii) the Company shall continue to
          provide to the Executive the  disability  protection  contemplated  by
          Section 4(i) of this Agreement until such time as the Executive elects
          to  discontinue  such  coverage,  (iii) the Company  will  continue to
          provide health insurance to the Executive,  his spouse, and his issue,
          at the Executive=s  sole cost and expense and otherwise upon terms and
          conditions  identical  to the terms and  conditions  upon which health
          insurance is provided to  employees  of the Company and their  spouses
          and issue,  the Company will arrange for the Executive (x) to have the
          ability to maintain the Key Man  Insurance  Policy  thereafter  at the
          sole expense of the Executive,  and (y) to designate the beneficiaries
          thereof,  in each case to the exclusion of the Company and as promptly
          as practicable after such termination.

               (d)  Termination  For Cause.  The Executive and the Company agree
          that the Company shall have the right to effectuate a Termination  for
          Cause prior to December 31, 2000. Upon the occurrence of a Termination
          For Cause,  this Agreement  shall terminate upon the date of that such
          Termination  For Cause  occurs  (subject to the last  sentence of this
          Section 7),  whereupon (i) 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,  and (ii) the Company will arrange
          for the  Executive  (x) to have the  ability to  maintain  the Key Man
          Insurance Policy thereafter at the sole expense of the Executive,  and
          (y) to  designate  the  beneficiaries  thereof,  in  each  case to the
          exclusion  of the Company and as  promptly as  practicable  after such
          termination.

               (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 7),  whereupon  (i) the Company  shall (A) in
          the event that such Termination  Without Cause is not an Extraordinary
          Transaction,  an Influence  Change Event,  or an  Extraordinary  Stock
          Event,  continue to pay the then-current  Base Salary to the Executive
          until  December 31, 2000,  and (B) in the event that such  Termination
          Without Cause is an  Extraordinary  Transaction,  an Influence  Change
          Event, or an  Extraordinary  Stock Event, the Company shall pay to the
          Executive the Extraordinary Transaction Payment (as defined in Section
          4(d)) in accordance with the provisions of Section 8, (ii) the Company
          shall continue to provide to the Executive the  disability  protection
          contemplated  by Section 4(i) of this Agreement until such time as the
          Executive elects to discontinue such coverage,  (iii) the Company will
          continue to provide health insurance to the Executive, his spouse, and
          his issue, at the Executive=s sole cost and expense and otherwise upon
          terms and conditions  identical to the terms and conditions upon which
          health  insurance  is provided to  employees  of the Company and their
          spouses  and  issue,  until  such  time  as the  Executive  elects  to
          terminate such health  insurance  coverage,  and (iv) the Company will
          arrange for the  Executive (x) to have the ability to maintain the Key
          Man Insurance Policy  thereafter at the sole expense of the Executive,
          and (y) to designate the  beneficiaries  thereof,  in each case to the
          exclusion  of the Company and as  promptly as  practicable  after such
          termination.  In addition,  the Company  shall pay the  Executive  the
          amounts and benefits contemplated by Section 4(d).

     Notwithstanding anything in this Agreement to the contrary, (i) Sections 3,
4(g),  4(l),  5, 7, 8, 9, 10,  11,  12,  13,  14,  15, 16, 17, 18 and 19 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,  and (ii)  Section 7 of this  Agreement  shall  survive  any
termination of this Agreement or of the Executive=s  employment  hereunder other
than a Termination  Without Cause, it being understood and agreed by the parties
hereto  that in the  event of a  Termination  Without  Cause,  Section 7 of this
Agreement shall be terminated in its entirety as of the date of such Termination
Without Cause.

     Section 8. Extraordinary Transaction.

     (a) Definitions.

          (i)  Extraordinary   Transaction.   As  used  herein,   "Extraordinary
     Transaction" shall mean the occurrence of any one or more of the following:

          (1) 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;

          (2) 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");

          (3) 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;

          (4) 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;

          (5) 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;

          (6) 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;

          (7) the election to the Board of Directors of the Company,  by vote of
     the  stockholders  of the Company,  of one individual  under  circumstances
     where (A) the Board of Directors of the Company,  after such  election,  is
     comprised of one  individual,  and (B) all of the Farkas Shares (as defined
     in Section  8(a)(iii)) at the time of such election were not voted for such
     election to the Board of Directors of the Company of such individual;

          (8) the appointment to the Board of Directors of the Company,  by vote
     of  the  Board  of  Directors  of the  Company,  of  one  individual  under
     circumstances  where (A) the Board of Directors of the Company,  after such
     appointment,  is comprised of one individual, and (B) the Executive did not
     so vote for such  appointment  to the Board of  Directors of the Company of
     such  individual,  either  because the  Executive was not a Director of the
     Company at such time or because the  Executive  did not vote  affirmatively
     for the  appointment  to the  Board of  Directors  of the  Company  of such
     individual;

          (9) the  election to the Board of  Directors  of the  Company,  by the
     stockholders of the Company, of one or more individuals under circumstances
     where (A) the Board of Directors of the Company,  after such  election,  is
     comprised of more than one individual under the By-Laws of the Company,  as
     then in  effect,  and (B) a majority  of the  Directors  of the  Company in
     office after such election did not receive  Executive  Approval (as defined
     in Section 8(a)(ii)); or

          (10) the appointment to the Board of Directors of the Company, by vote
     of the Board of Directors of the Company,  of one or more individuals under
     circumstances  where (A) the Board of Directors of the Company,  after such
     appointment,  is comprised of more than one individual under the By-Laws of
     the Company,  as then in effect, and (B) a majority of the Directors of the
     Company  in  office  after  such  appointment  did  not  receive  Executive
     Approval.

     (ii) Executive  Approval.  As used herein,  the term  "Executive  Approval"
shall mean,  with respect to any member of the Board of Directors of the Company
in office at the time of  determination,  (A) if such  individual  is not then a
member of the Board of  Directors  of the  Company by virtue of  election to the
Board of  Directors of the Company by vote of the  stockholders  of the Company,
the Executive,  as a Director of the Company,  voted for the appointment of such
individual  to the Board of  Directors  of the  Company  pursuant  to which such
individual is then a member of the Board of Directors of the Company, and (B) if
such  individual  is then a member of the Board of  Directors  of the Company by
virtue of  election  to the Board of  Directors  of the  Company  by vote of the
stockholders  of the  Company,  all of the  Farkas  Shares  at the  time of such
election were voted in favor of the election of such  individual to the Board of
Directors of the Company  pursuant to which such  individual is then a member of
the Board of Directors of the Company.

     (iii) Farkas Shares.  As used herein,  the term "Farkas  Shares," as of any
time, shall mean the securities of the Company entitled to vote generally in the
election of Directors of the Company as to which,  at such time,  the  Executive
had the sole power to vote or to direct the voting of.

     (iv) Influence Change Event. As used herein  "Influence Change Event" shall
mean the  occurrence of the loss by the Executive of any of the Board  Positions
or if the Executive=s  title,  powers and duties within the Company or the Board
of Directors of the Company have been  diminished,  in each case other than as a
result of a  Termination  For Cause,  without the prior  written  consent of the
Executive.

     (v) Extraordinary Stock Event. As used herein  "Extraordinary  Stock Event"
shall mean either (i) the  occurrence  of more than fifteen (15%) percent of the
outstanding  securities  of the  Company  entitled  to vote in the  election  of
directors of the Company being owned (by beneficial  ownership,  as such term is
used in  Section  13(d) of the  Exchange  Act,  and the  rules  and  regulations
thereunder  or  otherwise)  or  acquired  by any person (as such term is used in
Sections  13(d) and 14(d) of the  Exchange  Act),  other than the  Executive,  a
person over whom the Executive has the power to exercise a controlling influence
exclusive of any other person,  or a person whose beneficial  ownership has been
approved by the  Executive in writing  (such person being  referred to herein as
the "Acquiror") and the Acquiror either describes,  is required to describe,  or
would be  required to  describe  in the event that the  Acquiror  was subject to
Section 13(d) of the Exchange Act, as in effect on the date hereof, any plans or
proposals which it may have which relate to or would result in any of the events
described in paragraphs  (a) through (j) of Item 4 of Schedule 13D, as in effect
on the date hereof,  in a Schedule  13D, or amendments  thereto,  filed with the
Securities and Exchange Commission with respect to such ownership or acquisition
or (ii) the  occurrence  of more than forty  (40%)  percent  of the  outstanding
securities  of the Company  entitled to vote in the election of directors of the
Company being owned (by  beneficial  ownership,  as such term is used in Section
13(d)  of the  Exchange  Act  and  the  rules  and  regulations  thereunder,  or
otherwise) or acquired by any person (as such term is used in Sections 13(d) and
14(d) of the Exchange Act,  whether or not such  ownership has been consented to
by the Executive.

     (b) Extraordinary Transaction;  Influence Change Event; Extraordinary Stock
Event. Upon the occurrence of either an Extraordinary Transaction,  an Influence
Change  Event,  or an  Extraordinary  Stock Event,  (i) this  Agreement  may, at
Executive=s  option  exercised in writing,  be terminated as of the date of such
Extraordinary Transaction, Influence Change Event, or Extraordinary Stock Event,
as the case  may be (an  "Extraordinary  Transaction  Termination"),  (ii)  this
Agreement may, at Executive's  option exercised in writing,  be converted into a
consulting  agreement  pursuant to Section  2(e) as of the date of an  Influence
Change Event, the Extraordinary  Transaction,  or the Extraordinary Stock Event,
as the case may be,  (iii) in the  event  of such  termination  contemplated  by
Section  8(b)(i),  the provisions of Section 7(e) of this Agreement  shall be in
effect as of the date of such Extraordinary Transaction, Influence Change Event,
or Extraordinary  Stock Event, as the case may be, and title to the car referred
to in Section 4(h)(x) shall be transferred to him, and (iv) whether or not there
is such  termination or conversion,  the Company shall pay to the Executive,  in
immediately available funds, the Extraordinary Transaction Payment, as described
in  Section  4(d),  on  the  date  of  the  occurrence  of  such   Extraordinary
Transaction,  Influence Change Event, or Extraordinary  Stock Event, as the case
may be.

     Section 9 Indemnification.  The Company hereby ratifies the indemnification
of  the  Executive  pursuant  to  the  terms  of  an  Indemnification  Agreement
heretofore executed by the Executive and the Company.

     Section 10  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 11 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 12 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 12).  Notice to the
Estate shall be  sufficient  if  addressed to the  Executive as provided in this
Section 12. 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 13 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 14 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 15 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;  provided,  however, that notwithstanding any provision
of this  Agreement  to the  contrary,  each of the  successors,  spouse,  issue,
legatees,  estate,  administrators,  executors, and legal representatives of the
Executive  shall be entitled  to rely upon and to enforce  this  Agreement  as a
third party beneficiary hereof.

     Section  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.

     Section 17  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 18  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 19 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 20 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/Frank M. Garrison                           
                      ----------------------------------------------------------
                    Name:       /s/Frank M. Garrison                           
                    ------------------------------------------------------------
                     Its:       Executive Managing Director                    
                     -----------------------------------------------------------


                                EXECUTIVE


                                /s/Andrew Lawrence Farkas                       
                                ------------------------------------------------
                     Name:      Andrew Lawrence Farkas