AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

     THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement"),  made as
of December  19,  1996,  is by and between  INSIGNIA  FINANCIAL  GROUP,  INC., a
Delaware corporation with an office at One Insignia Financial Plaza, Post Office
Box 1089, Greenville, South Carolina 29602 (the "Company"), and JOHN F. JACQUES,
an individual  with an office at 102 Woodmont  Boulevard,  Nashville,  Tennessee
(the "Employee").

                                   Background

     The Company desires to amend and restate the Employee's  current Employment
Agreement,  dated September 1, 1993, as amended,  and the Employee is willing to
serve in the employ of the  Company  upon the  amended  and  restated  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 Employee,
and the Employee hereby accepts such employment, in each case upon the terms and
conditions  set  forth  herein,  for a  period  commencing  on the  date of this
Agreement and ending on December 31, 2000, 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. In the performance of his duties hereunder, the Employee shall
report to and shall be responsible to only the Chief Executive  Officer,  or his
designee,  and the Board of Directors of the Company. The Employee agrees to his
employment as described in this Section 2 and,  except as otherwise set forth in
Section 2(d) below,  agrees to devote  substantially all of his time and efforts
to  the  performance  of  his  duties   hereunder  and  to  Metropolitan   Asset
Enhancement,  L.P.  and its  subsidiaries.  The  Employee  shall be available to
travel  as the  needs of the  business  of the  Company  and the  duties  of the
Employee require.

     (b)  Location  of Office.  Except as  otherwise  set forth in Section  2(d)
below,  during the Employment  Period, the Employee's office shall be located in
the office of the Company in Nashville,  Tennessee, and the Company will provide
the Employee with a secretary reasonably acceptable to him.

     (c)  Primary  Responsibilities.  From  the date of this  Agreement  through
December  31,  1996  (the  "Transition  Date"),  the  Employee  shall  have such
responsibilities  as are assigned to him by either the Board of Directors of the
Company or the Chief Executive Officer of the Company,


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in each case  subject  to the  approval  of the Chief  Executive  Officer of the
Company  or the Board of  Directors  of the  Company.  The  Employee  will be an
executive officer of the Company and will carry the title of "Executive Managing
Director" through the Transition Date.

     (d)  Responsibilities  After  Transition  Date. On the Transition Date, the
employee  will resign as "Executive  Managing  Director" of the Company and will
thereafter be considered a non-  executive  employee of the Company  through the
end  of the  Employment  Period.  The  Employee  acknowledges  and  agrees  that
effective as of the Transition  Date, the Employee's  Indemnification  Agreement
with the Company shall  terminate,  in accordance with its terms.  Following the
Transition  Date,  the  employee  will devote that amount of his time and effort
reasonably necessary to transition his pre-Transition Date  responsibilities and
perform such other duties reasonably assigned to him in good faith by either the
Board of Directors or the Chief Executive  Officer of the Company and consistent
with his other  activities  as set  forth in  Section  6  hereof.  In  addition,
effective as of the Transition Date, the Company shall no longer be obligated to
provide the Employee with an office or a secretary.

     (d) Board Membership;  Current Titles.  On the date of this Agreement,  the
Employee  will resign from the Company's  Board of Directors,  from the Board of
Directors of any of the  Company's  affiliates  on which the Employee  serves as
director,  from the Office of the  Chairman of the Company and as the  Chairman,
Chief Executive Officer, and President of Compleat Resource Group, Inc.

     (f) Office Space.  Employee  acknowledges and agrees that,  effective as of
the  Transition  Date,  the Company  shall no longer be obligated to provide the
Employee with an office or a secretary.  Following the  Transition  Date, to the
extent the Company has unused office space available in its Nashville, Tennessee
office,  the Company  agrees to make  certain  office  space  designated  by the
Company, in its sole and absolute discretion,  available to the Employee without
any rental cost to the  Employee;  provided,  however,  the Company may, for any
reasonable  reason  and upon  thirty  (30)  days  prior  written  notice  to the
Employee,  terminate  the  Employee's  right  to  use  such  office  space  and,
thereafter,  the  Employee  shall be  responsible  for securing any office space
required by the Employee and paying the costs and expenses associated therewith.

     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
Employee the following:

     (a) Base  Salary.  A base salary at the rate of $242,000 per year per annum
(the  "Initial  Base  Salary"),  which  Initial Base Salary shall be paid to the
Employee in accordance  with the customary  payroll  policy of the Company as in
effect from time to time. Such Initial Base Salary shall be paid to the Employee
through  June 30, 1998  ("Initial  Base Salary  Period").  On July 1, 1998,  the
Employee's  Initial  Base Salary will be reduced to $70,000 per annum ("New Base
Salary") for the remainder of the  Employment  Period,  and such New Base Salary
will be paid to the Employee in accordance with the customary  payroll policy of
the Company as in effect from time to time. The Company  reserves the right,  in
its sole and absolute  discretion,  to pay any or all of the Initial Base Salary
and New Base Salary due through the end of the Employment  Period at any time in
advance.  On the date the 1996 Bonus (as defined in Section 3(c) below), if any,
is


                                   
<PAGE>

paid to  Employee,  the amount of such 1996  Bonus  minus  twenty-five  thousand
($25,000) dollars multiplied by 120% will be subtracted from the total aggregate
amount of the remaining Initial Base Salary and remaining New Base Salary due to
Employee  during  the  remaining  term of this  Agreement  (the  result  of such
calculation is hereinafter  defined as "Total Adjusted Base Salary").  The Total
Adjusted  Base Salary will then be paid to the Employee on a pro rata basis over
the remaining  term of the  Employment  Period in accordance  with the customary
payroll policy of the Company as in effect from time to time.

     (b) Special Compensation.  Annual special compensation of $34,694 ("Special
Compensation") for seven (7) years ("Special Compensation  Period"),  payable on
March 15 of each of such  years  commencing  on March 15,  1997,  of which up to
$23,939  may be  paid in the  form  of  forgiveness  of  debt  on  certain  loan
obligations  of the  Employee  to the  Company.  The  Company  and the  Employee
understand  and agree that,  notwithstanding  any provision of this Agreement to
the  contrary,  the  provisions  of this Section  3(b)  relating to such Special
Compensation  shall  survive any  termination  of this  Agreement for any reason
whatsoever.

     (c) Annual Bonus. An annual  discretionary bonus for fiscal year 1996 up to
an amount not to exceed  $325,000 (the "1996 Bonus"),  the amount of which shall
be determined  by the Board of Directors of the Company,  acting at its sole and
absolute discretion,  and such 1996 Bonus, if any, shall be paid to the Employee
prior to the  expiration  of ninety  (90) days after the end of the 1996  fiscal
year.  The  Employee may be eligible for a bonus in any other fiscal year during
the Employment  period at the sole  discretion of the Board of Directors  and/or
Chief Executive Officer.

     (d) Fringe Benefit Program.  In addition to the other benefits  provided to
the Employee hereunder, and to the extent permitted by law, participation in any
fringe  benefit  program  introduced  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.

     (e) Vacations.  Paid vacations and leaves of absence in accordance with the
then  regular  procedures  of the Company  governing  executives,  which  policy
currently  provides  four weeks of paid  vacation  per year on a  non-cumulative
basis.

     (f) Certain Vesting. In the event of a Death Termination Event,  Disability
Termination Event, or upon the occurrence of a Change in Control or Stock Change
in Control (as defined in Andrew L. Farkas'  Employment  Agreement,  dated as of
September  1, 1993,  as  amended),  all  options and  warrants  then held by and
granted  to  the  Employee  will  immediately  vest  and be  exercisable  by the
Employee;  provided,  however, that in the event of a Death Termination Event or
Disability  Termination  Event, any options shall only remain  exercisable for a
period of one (1) year following such termination  event (but not later than the
scheduled  expiration  date of such  options).  In the  event  of a  Termination
Without Cause,  all options and warrants  granted to the Employee up to the time
of such Termination Without Cause shall vest, but shall only remain




                                
<PAGE>

exercisable  for a period of ninety (90) days following such  termination  event
(but, in no event, later than the scheduled expiration date of such options).

     (d)  Expense  Reimbursement.  From  the date of this  Agreement,  up to and
including  the  Transition   Date,   reimbursement   of  the  Employee  for  all
out-of-pocket expenses incurred by him in connection with the performance of his
duties hereunder,  upon the presentation of appropriate documentation therefore,
in  accordance  with the then regular  policies and  procedures  of the Company.
Following the Transition  Date, the Employee will be reimbursed only for out-of-
pocket expenses that are pre-approved by an appropriate executive officer of the
Company.

     SECTION 4. Non-Competition; Non-Solicitation; and Confidentiality.

          (a) Non-Competition. In view of the unique and valuable services it is
     expected the Employee will render to the Company,  the Employee's knowledge
     of the customers, trade secrets, and other proprietary information relating
     to the business of the Company and its customers and suppliers, and similar
     knowledge  regarding  the Company it is expected the Employee  will obtain,
     the Employee  agrees that during the Employment  Period and for a period of
     one (1) year  thereafter,  he will not compete  with,  or be engaged in the
     same  business as, the Company with respect to any product or service sold,
     or activity engaged in, by the Company in any  geographical  area which, at
     the  Transition  Date,  such  product or service is sold,  or  activity  is
     engaged in, by the Company; provided,  however, that the provisions of this
     Section 4 shall not be  interpreted  to preclude the Employee,  at any time
     and from  time to time,  from (a)  Participating  in any  other  person  or
     organization if approved by a majority of the independent  Directors of the
     Company; or (b) to the extent otherwise prohibited hereby,  owning not more
     than  five  percent  (5%)  of  the   outstanding   capital   stock  of  any
     publicly-traded  person; or (c) owning interests in certain persons,  which
     interests  are  owned  by  the  Employee  on the  date  hereof.  The  terms
     "Participate  In"  and   "Participating   In"  shall  mean:   "directly  or
     indirectly, for his own benefit, or for, with, or through any other person,
     own or  owning,  manage or  managing,  operate  or  operating,  control  or
     controlling,  loaning  money to or lending money to, or  participate  in or
     participating in, as the case may be, the ownership, management, operation,
     or control of, or be connected or being connected, as the case may be, as a
     director,  officer,  employee,  partner,  consultant,   agent,  independent
     contractor, or otherwise, with or acquiesce or acquiescing, as the case may
     be, in the use of his name in.

          (b)  Non-Solicitation.  Except  as  approved  in  writing  by a senior
     executive  officer  of the  Company,  the  Employee  will not  directly  or
     indirectly  employ any person who, at any time up to the  cessation  of the
     Employment Period,  was an employee of the Company,  within a period of one
     (1) year after such person voluntarily leaves the employ of the Company.

          (c) Confidentiality.  All confidential  information which the Employee
     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,  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 termination of his employment,  or used by him, except during the
     Employment Period, in the business and for


<PAGE>

     the  benefit  of the  Company  and its  subsidiaries  and  affiliates.  The
     Employee   shall  return  all  tangible   evidence  of  such   confidential
     information  to the  Company  prior  to,  or at  the  termination  of,  his
     employment hereunder.

          (d) Remedies. Since a breach of the provisions of this Section 4 could
     not  adequately  be  compensated  by money  damages,  the Company  shall be
     entitled,  in addition to any other right and remedy available,  to seek an
     injunction restraining such breach. The Employee agrees that the provisions
     of this Section 4 are  necessary  and  reasonable to protect the Company in
     the conduct of its business.

          (e) Severability. If any restriction contained in this Section 4 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.

     SECTION 5. Termination.

          (a) Definitions.

               (i) Death Termination  Event. As used herein,  "Death Termination
          Event" shall mean the death of the Employee.

               (ii) Disability  Termination  Event. As used herein,  "Disability
          Termination"   shall  mean  a  circumstance   where  the  Employee  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  Employee has not been
          probated at the time of determination, the estate of the Employee; and
          (B) in the event that the last will and  testament of the Employee has
          been  probated  at the  time of  determination,  the  legatees  of the
          Executor who are entitled under such will to the assets or payments at
          issue.

               (iv)  Termination  for Cause.  As used herein,  "Termination  for
          Cause"  shall mean the  termination  by the Company of the  Employee's
          employment hereunder, upon a good faith determination by majority vote
          of the  independent  members of the Board of Directors of the Company,
          that  termination  of this Agreement is necessary by reason of (A) the
          conviction  of the  Employee of a felony  under state or federal  law,
          unless in any such case the Employee performed such act in good faith,
          and in a manner  the  Employee  reasonably  believed  to be in, or not
          opposed  to, the best  interests  of the  Company;  (B) the  continued
          material  breach by the Employee of any of the material  provisions of
          this  Agreement for a period of ten (10) days after written  notice of
          such breach is delivered  to the Employee by the Company;  (C) failure
          by the Employee to comply with any material  written  directive of the
          Board of Directors of the Company, the compliance by the Employee with
          which would not violate  applicable law, for a period of ten (10) days
          after  written  notice of such failure is delivered to the Employee by
          the Company; (D) the taking by the

                                 
<PAGE>

          Employee of any such  action,  on behalf of the  company,  without the
          possession by the Employee of the  appropriate  authority to take such
          action; (E) a violation of the confidentiality provisions of Section 4
          by the Employee; (F) the taking by the Employee of actions in conflict
          of interest with the Company,  given the Employee's  position with the
          Company and its subsidiaries and affiliates,  for a period of ten (10)
          days after written  notice of such breach is delivered to the Employee
          by the Company;  (G) the usurpation of a corporate  opportunity of the
          Company by the  Employee;  or (H) the violation by the Employee of any
          of the  policies  of the  Company  for a period of ten (10) days after
          written  notice of such  violation is delivered to the Employee by the
          Company.

               (v)  Termination  Without  Cause.  As used  herein,  "Termination
          Without Cause" shall mean any termination of the Employee's employment
          hereunder  that is not a Termination  for Cause,  a Death  Termination
          Event, or a Disability Termination Event.

          (b)  Death   Termination   Event.  Upon  the  occurrence  of  a  Death
     Termination  Event, this Agreement shall terminate  automatically  upon the
     date  that such  Death  Termination  Event  occurred  (subject  to the last
     sentence of this Section 5),  whereupon the Company  shall  continue to pay
     the Special  Compensation to the Estate for a period equal to the remaining
     term of the  Special  Compensation  Period,  the  Initial  Base  Salary  as
     adjusted by Section 3(a) of the  Agreement to the Estate for a period equal
     to the remaining term of the Initial Base Salary  Period,  and the New Base
     Salary  Period as adjusted by Section 3(a) of the Agreement to the Employee
     for the remaining term of the Employment Period.

          (c) Disability  Termination Event. Upon the occurrence of a Disability
     Termination  Event, this Agreement shall terminate  automatically  upon the
     date that such Disability  Termination  Event occurred (subject to the last
     sentence of this Section 5),  whereupon the Company  shall  continue to pay
     the  Special  Compensation  to  the  Employee  for a  period  equal  to the
     remaining term of the Special  Compensation Period, the Initial Base Salary
     as adjusted by Section  3(a) of the  Agreement to the Employee for a period
     equal to the remaining term of the Initial Base Salary Period,  and the New
     Base Salary as adjusted by Section  3(a) of the  Agreement  to the Employee
     for the remaining term of the Employment Period.

          (d)  Termination  For Cause.  Upon the occurrence of a Termination for
     Cause,  this Agreement shall terminate upon the date that such  Termination
     for Cause  occurred  (subject  to the last  sentence  of this  Section  5),
     whereupon the Company shall continue to pay the Special Compensation to the
     Employee  for  a  period  equal  to  the  remaining  term  of  the  Special
     Compensation Period, the Initial Base Salary as adjusted by Section 3(a) of
     the Agreement to the Employee for a period equal to the  remaining  term of
     the  Initial  Base  Salary  Period,  and the New Base Salary as adjusted by
     Section 3(a) of the Agreement to the Employee for the remaining term of the
     Employment Period.

          (e)  Termination  Without Cause.  Upon the occurrence of a Termination
     Without  Cause,  this  Agreement  shall  terminate  upon the date that such
     Termination  Without Cause  occurred  (subject to the last sentence of this
     Section  5),  whereupon  the  Company  shall  continue  to pay the  Special
     Compensation  to the Employee for a period equal to the  remaining  term of
     the Special  Compensation  Period,  the Initial  Base Salary as adjusted by
     Section 3(a) of the


<PAGE>

     Agreement to the Employee for a period equal to the  remaining  term of the
     Initial Base Salary Period,  and the New Base Salary as adjusted by Section
     3(a)  of the  Agreement  to the  Employee  for  the  remaining  term of the
     Employment Period.

     Notwithstanding  anything in this Agreement to the contrary  Sections 3(a),
     3(b),  3(f),  4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20,
     21, 22 and 23 of this  Agreement  shall  survive  any  termination  of this
     Agreement, or of the Employee's employment hereunder,  until the expiration
     of the statute of limitations applicable hereto.

          SECTION 6. Consulting Agreement. Following the Date of this Agreement,
     provided  that the Employee is not  otherwise in breach of any of the terms
     of this  Agreement,  the Employee  shall be permitted,  at his own cost and
     expense, to form one or more entities or acquire an interest in one or more
     entities (that will not be affiliated  with the Company) to provide,  among
     other  things,   certain  consulting  real  estate  related  services  (the
     "Consulting Company")  exclusively for the Company and its affiliates,  and
     to design, administer, service and sell financial and/or insurance products
     to qualified and non-qualified  retirement plans, deferred compensation and
     incentive  arrangements,   and  executive  compensation  programs,  provide
     consulting   services   to  medical   practices   and  other   professional
     organizations,   provide  consulting  services  with  respect  to  mergers,
     acquisitions,  dispositions,  reorganizations,  and/or recapitalizations of
     companies not in direct  competition with the Company's  activities,  as of
     the Transition Date. The Employee will not necessarily be directly involved
     in any of the above services offered by such entities. Until the Transition
     Date, the Employee will not actively  participate in the Consulting Company
     or other entities.  The Employee agrees and acknowledges  that (i) the time
     the Employee  devotes to the Consulting  Company or other entities will not
     unreasonably  interfere with his post-Transition  Date  responsibilities to
     the Company under this  Agreement;  (ii) the  Consulting  Company and other
     entities  will be bound by the terms of  Section 4 of this  Agreement;  and
     (iii) prior to the  termination  of  Employee's  employment  by the Company
     hereunder,  without  the  written  consent  of the  Company  by  the  Chief
     Executive Officer or the Board of Directors, the Consulting Company and the
     other  entities will  undertake,  in good faith,  not to represent,  in any
     capacity,  directly or indirectly,  any person or entity that then competes
     with  any  line  of  business  engaged  in by  the  Company  or  any of its
     affiliates  as of the  Transition  Date,  and will  cease  any  inadvertent
     representation  within thirty (30) days of being notified,  in writing,  by
     the Company of such competition. Following the Transition Date and provided
     that the  Employee is not  otherwise  in breach of any of the terms of this
     Agreement, the Company agrees to negotiate a mutually acceptable consulting
     agreement with the Consulting Company;  provided,  however,  the failure of
     the  Company  to enter  into a  consulting  agreement  with the  Consulting
     Company will not be a breach of this Agreement.

     SECTION 7. Reaffirmation of Delegation and Indemnification  Agreements. The
Employee  acknowledges that he executed certain  Delegation and  Indemnification
Agreements in favor of the Company and its  affiliates  in  connection  with the
Company's Jacques Miller  acquisition.  The Employee hereby reaffirms all of the
terms and conditions of each such Delegation and  Indemnification  Agreement and
agrees and acknowledges that such agreements are in full force and effect.


<PAGE>

     SECTION 8. MAE Power of Attorney,  Covenant  Not to Sue,  and Release.  The
Employee acknowledges that the Company assigned to him a one-half of one percent
limited partnership interest (the "Interest") in Metropolitan Asset Enhancement,
L.P., a Delaware limited partnership (the "Partnership") as of September 1, 1993
and that MAE  Parent,  Incorporated,  a  Delaware  corporation,  is the  general
partner of the Partnership (the "General Partner").

          (a) Power of Attorney.  The  Employee  hereby  reaffirms  the Power of
     Attorney  granted to the General  Partner of the  Partnership  set forth in
     that  certain  letter  dated  September  1, 1993 from the  Employee  to the
     Partnership and the General Partner (the "Letter").

          (b) Covenant Not to Sue. The Employee  hereby  reaffirms  the covenant
     not to sue set forth in the Letter.

          (c) MAE Release. As a material inducement to the Company to enter into
     this  Agreement,   the  Employee  hereby  irrevocably  and  unconditionally
     releases,  acquits,  and forever discharges the Partnership and the General
     Partner  and any past,  current or future  affiliates  thereof,  and any of
     their respective past, current or future officers, partners,  stockholders,
     employees,  agents,  representatives,  accountants and counsel from any and
     all  charges,  complaints,  claims,  liabilities,   obligations,  promises,
     agreements,  controversies,  damages,  actions,  causes of  action,  suits,
     rights,  demands,  costs,  losses,  debts, and expenses  resulting from any
     contracts,   expressed  or  implied,  or  any  tort  arising  directly,  or
     indirectly, out of any other matter.

     SECTION 9.  Covenant  Not to Sue.  The Employee  agrees,  for himself,  his
heirs, his personal representatives,  his successors,  and his assigns, to never
sue and  never  assist  any  other  person in suing or  litigating  against  the
Company,  any of the past, current or future affiliates thereof, or any of their
respective past, current, or future officers, directors, partners, stockholders,
employees,  agents,  representatives,  accountants,  and  counsel for any claim,
cause of action,  or liability that directly,  or indirectly,  arises out of any
matter,  except  any  claim  solely  related  to this  Agreement.  The  Employee
understands  and agrees that such waiver and such  covenant not to sue have been
made  knowingly  and with the  benefit of the advice of  counsel.  The  Employee
hereby  consents  to the  jurisdiction  convenue  of the United  States  Federal
District Court located in Greenville,  South Carolina for any lawsuit  directly,
or indirectly,  arising out of, relating to, or resulting from this Agreement or
subsequent  contracts or agreements that may be executed by the parties or their
respective affiliates.

     SECTION 10.  Withholding.  The Company  shall be entitled to withhold  from
amounts  payable to the  Employee  hereunder  such amounts as may be required by
applicable law to be so withheld.

     SECTION 11. Complete  Release.  As a material  inducement to the Company to
enter into this Agreement,  the Employee hereby irrevocably and  unconditionally
releases,  acquits, and forever discharges the Company,  its parent,  divisions,
subsidiaries,  affiliates and  controlling  persons (if any),  their  respective
stockholders, partners, agents, directors, officers, employees, representatives,
attorneys,  personal  representatives,  successors and assigns,  and all persons
acting  by,  through,  under,  or in  concert  with  any of them  (collectively,
"Releasees"), or any of them,

<PAGE>

from  any  and  all  charges,  complaints,  claims,  liabilities,   obligations,
promises, agreements,  controversies, damages, actions, causes of action, suits,
rights, demands, costs, losses, debts and expenses of any contracts,  express or
implied,  or any  tort,  or any legal  restrictions  on the  Company's  right to
terminate  employees,  or any  federal,  state  or other  governmental  statute,
regulation or ordinance,  including,  without  limitation:  (a) Title VII of the
Civil Rights Act of 1964, (race, color, religion, sex, disability,  and national
origin  discrimination);  (b) 42 U.S.C.  Section 1981  (discrimination);  (c) 29
U.S.C. Section 621-624 (the Age Discrimination in Employment Act); (d) 29 U.S.C.
Section 206(d)(1) (equal pay); (e) Executive Order 11246 (race, color, religion,
sex  and  national  origin  discrimination);  (f)  Executive  Order  11141  (age
discrimination);  (g) Section 503 of the  Rehabilitation  Act of 1973  (handicap
discrimination);  (h) intentional or negligent  infliction of emotional distress
or "outrage"; (i) defamation;  (j) interference  with  employment;  (k) wrongful
discharge; and (l) invasion of privacy ("Claim" or "Claims"), which Employee now
has, owns or holds, or which Employee at any time heretofore had, owned, or held
against  each or any of the  Releasees  at any  time.  The  Employee  agrees  to
reaffirm this release at the end of the Employment Period.

     SECTION   12.   Modification.   This   Agreement   sets  forth  the  entire
understanding  of the parties  hereto with respect to the subject matter hereof,
supersedes  the  Employment  Agreement,  dated  September 1, 1993, as amended by
Amendment No. 1, dated April 1, 1995,  and  Amendment No. 2, dated  February 20,
1996, and any other compensation-related  agreements or arrangements, and may be
modified only by a written instrument duly executed by each party.

     SECTION  13.  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 13).
Notice to the  Estate  shall be  sufficient  if  addressed  to the  Employee  as
provided  in this  Section  13.  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 14. 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 15. Binding Effect.  The Employee'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
Employee'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 Employee,  his heirs and personal  representatives,  and shall be binding
upon and inure to the benefit of the Company and its successors.

<PAGE>


     SECTION 16. Third Party  Beneficiaries.  Except as  otherwise  set forth in
this  Agreement,  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  17.  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 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. Severability.  If any provision of this Agreement is held to be
invalid or unenforceable, then to the extent such invalidity or unenforceability
shall not deprive either party of any material  benefit  intended to be provided
by this  Agreement.  All of the  remaining  provisions of this  Agreement  shall
remain in full force and effect and shall be binding upon the parties hereto.

     SECTION 21.  Neutral  Construction.  No provision of this Agreement will be
interpreted in favor of, or against,  any of the parties hereto by reason of the
extent to which any such party,  or its  counsel,  participated  in the drafting
thereof,  or by reason of the extent to which any such provision is inconsistent
with any prior draft hereof or thereof.

     SECTION 22.  Survival.  The  covenants,  agreements,  representations,  and
warranties  contained in or made  pursuant to this  Agreement  shall survive the
termination of this Agreement.

     SECTION  23.  Key  Man  Life  Insurance.  In the  event  that  the  Company
determines it will not maintain an existing Key Man Life Insurance  Policy,  the
Company  shall notify the  Employee of such fact and shall  provide the Employee
with the  opportunity  to assume the  maintenance  of the Key Man Life Insurance
Policy to the extent that such policy can be so assumed.

     IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first above written.

                          INSIGNIA FINANCIAL GROUP, INC.



                          By: /s/ Andrew L. Farkas
                          ------------------------
                          Name:  Andrew L. Farkas
                          Title:  Chairman, President, and
                          Chief Executive Officer




<PAGE>

 
                          /s/ John F. Jacques
                          -------------------
                          JOHN F. JACQUES