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 Ronald Uretta, an individual with an office
at One Insignia Financial Plaza, Greenville, SC 29062 (the "Executive").

                                   Background

     The Company and the Executive  have  previously  entered into an Employment
Agreement,  which agreement has been previously amended.  The Company desires to
assure  itself  of the  services  of the  Executive  for the  additional  period
provided in this Agreement,  and the Executive is willing to serve in the employ
of the Company for such  period upon the terms and  conditions  provided in this
Agreement.

                             Statement of Agreement

     In  consideration  of  the  foregoing  and  for  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:


     Section 1.  Employment.  The Company hereby agrees to employ the Executive,
and the Executive  hereby accepts such  employment,  in each case upon the terms
and conditions set forth herein, for a period commencing on January 1, 1998 (the
"Commencement  Date") and ending on December  31, 2000 or such  earlier  date as
provided  herein  (the  "Expiration  Date")  (such  period,  as  it  may  be  so
terminated, being referred to herein as the "Employment Period").


     Section 2. Duties and Services.

     (a) Offices.  During the Employment  Period,  the Executive  shall serve as
Chief  Operating  Officer and  Treasurer  of the Company  and, at the  Company's
request,  as an officer or director of one or more of its  subsidiaries.  In the
performance of his duties hereunder,  the Executive shall report to and shall be
responsible  only to the Chief  Executive  Officer and the Board of Directors of
the Company. The Executive agrees to his employment as described in this Section
2, and agrees to devote substantially all of his working time and efforts to the
performance of his duties hereunder.  The Executive shall be available to travel
as the needs of the business of the Company reasonably require.

     (b)  Location of Office.  During the  Employment  Period,  the  Executive's
office shall be located at One Insignia Financial Plaza, Greenville, SC 29062 or
at such other location as the Company and the Executive  shall  mutually  agree.
The Company will provide the  Executive  with his current  office,  an executive
secretary reasonably acceptable to him, and other reasonable support appropriate
to his duties hereunder.

     (c)  Primary   Responsibilities.   Subject  to  Section  2(a),  during  the
Employment  Period,  the  Executive  shall  have  such  responsibilities  as are
assigned to him by the Chief Executive Officer and the Board of Directors of the
Company.  The Executive shall comply with all written policies and procedures of
the Company.

     (d)  Consulting.  If the  Executive's  title,  powers or duties  within the
Company  have  been  diminished  after or in  connection  with an  Extraordinary
Transaction  (as defined in Section 4(d)) or a Material  Asset  Disposition  (as
defined in Section 4(e)),  other than as a result of a Termination For Cause (as
defined in Section  7(a)(iv)),  without the prior written  consent of Executive,
then  Executive can elect in writing to convert this Agreement into a consulting
agreement.  Under the terms of the  consulting  agreement,  the Executive  shall
consult  with  respect  to the  assets and  liabilities  of the  Company as they
existed  immediately before the Extraordinary  Transaction or the Material Asset
Disposition.  Such  consultation  shall be at the reasonable times convenient to
the  Executive  on  no  less  than  five  business  days'  notice,  the  parties
recognizing  that the Executive  during the  consulting  period likely will have
significant other business interests. The terms and conditions of this Agreement
(including all rights hereunder of the Executive as to salary,  bonus,  payments
and benefits)  shall continue  unabridged  during the period of consulting.  The
other  provisions  of this  Agreement  also  shall  remain in effect  except for
Section 2 as modified by this Section  2(d) and except that Section  7(a)(iv)(B)
and Section  7(a)(iv)(C)  shall be deleted.  The  "Employment  Period"  shall be
deemed to include the period  during which the Executive is obligated to provide
consulting services hereunder and therefore, to the extent permitted by law, the
conversion  shall not be deemed a  termination  for any purpose  and, if the law
requires that the conversion be treated as a termination,  then the Company must
provide the Executive  with benefits  equivalent to those he would have received
had there been no termination.

     Section  3. Key Man Life  Insurance.  The  Company  shall have the right to
place a "key man" life  insurance  policy,  providing  a death  benefit of up to
$15,000,000  upon  the life of the  Executive,  for  which  the  Company  is the
beneficiary.  In connection  therewith,  the  Executive  hereby  authorizes  the
Company, at its sole cost and expense, to purchase and maintain upon the life of
the Executive such  insurance  policy,  and agrees to submit to such  reasonable
medical  examinations,  and to provide  and/or  consent  to the  release of such
medical  information,  as may be  necessary  or desirable in order to secure the
issuance  thereof.  Except  as may be  required  in  order to  obtain  insurance
coverage  as  described  in  this  Section  3,  any and  all  information  about
Employee's  health or medical records shall be kept  confidential by the Company
and shall not be disclosed by the Company to any party  without the  Executive's
prior written consent.

     Section 4. Compensation.  As full compensation for his services  hereunder,
the  Company  shall  pay,  grant,  issue  or give,  as the  case may be,  to the
Executive the compensation and benefits specified below:

          (a) Base Salary. Subject to the provisions of Section 7, a base salary
     at the rate of $400,000 per annum ("Base Salary"),  which Base Salary shall
     be paid to the Executive in accordance with the customary executive payroll
     policy of the  Company as in effect from time to time;  provided,  however,
     that the Base Salary,  as in effect at any time and from time to time,  may
     be  further  increased  by action of the Board of  Directors;  and  further
     provided,  however,  that in no event shall the Base Salary be decreased at
     any time or from time to time without the prior  consent of the  Executive,
     which  consent  may  be  granted  or  withheld  in  the  Executive's   sole
     discretion.

          (b)  Annual   Discretionary   Bonus.  An  annual  discretionary  bonus
     ("Discretionary  Bonus"),  the amount of which, if any, shall be determined
     by  the  Board  of  Directors  of the  Company  in its  sole  and  absolute
     discretion,  which  shall be paid to the  Executive,  with  respect  to any
     fiscal year of the Company,  before the expiration of 74 days after the end
     of such fiscal year.  In making  bonus  determinations,  the Company  shall
     evaluate the Executive's  performance in accordance with the standard bonus
     guidelines used by the Company for executives of the Company in the same or
     a similar  position  as the  Executive.  In the  event of an  Extraordinary
     Transaction,  as  defined  herein,  in any year,  then the  Company  shall,
     promptly after the  Extraordinary  Transaction,  pay an amount equal to the
     discretionary  bonus the Executive  received with respect to the year prior
     to the year in which the Extraordinary Transaction occurred multiplied by a
     fraction the numerator of which is the number of days between the beginning
     of the year and the  occurrence of the  Extraordinary  Transaction  and the
     denominator of which is 365.

          (c) Loan. The Company will,  upon written  request from the Executive,
     provide  a loan  to the  Executive  in a  principal  amount  not to  exceed
     $500,000 (the "Loan").  Interest on the Loan shall accrue at a rate of 6.5%
     per  annum and shall be  payable  at  maturity.  The Loan  shall  mature on
     January 6, 2003.  Subject to the other  terms of this  paragraph,  the loan
     will be forgiven  pro-rata over five years  beginning  January 1, 1998. All
     accrued  interest  on the Loan shall be  forgiven  on the same basis as set
     forth in this Section 4(c). In the event of a Death  Termination Event or a
     Disability Termination Event (both as hereinafter defined), all outstanding
     principal  of and accrued  interest on the Loan shall be  forgiven.  In the
     event  of a  Termination  for  Cause  of the  Executive  or  the  voluntary
     resignation  by Executive  prior to December 31, 2000,  any and all amounts
     outstanding under the Loan, including accrued and unpaid interest, shall be
     due and payable to the Company  within 20 business  days of such event.  In
     the event the Executive is Terminated  Without Cause or remains employed by
     the Company through December 31, 2000, the Loan will continue thereafter to
     be forgiven as provided above over such five-year period.

          (d)  Extraordinary  Transaction.  In  the  event  of an  Extraordinary
     Transaction,  whether or not the Executive elects to convert this Agreement
     into a consulting  agreement,  the Company shall,  in addition to remaining
     obligated  under  the  terms  of  this  Agreement,  immediately  after  the
     Extraordinary  Transaction  pay the  Executive  a payment  equal to (i) the
     difference between the discretionary  bonus the Executive received from the
     Company  with  respect  to  the  year  prior  to  the  year  in  which  the
     Extraordinary Transaction occurred and the amount paid pursuant to the last
     sentence of Section 4(b),  since the Executive may be forfeiting  the right
     to receive the balance of such bonus,  and (ii)  $33,333 per month for each
     month or part  thereof  after  June 30,  1998 in  which  the  Extraordinary
     Transaction  occurs.  Thus  should an  Extraordinary  Transaction  occur on
     August 15, 1998, the payment pursuant to Section 4(d)(ii) would be $66,666.

          An "Extraordinary  Transaction" as used herein means the occurrence of
     any one or more of the following:

               (i) the  Company  ceases to be  required  to file  reports  under
          Section 13 of the  Securities  Exchange  Act of 1934,  as amended (the
          "Exchange Act"), or any successor to that Section;

               (ii) a majority of the members of the Board of  Directors  of the
          Company are not persons who (a) had been  directors of the Company for
          at  least  the  preceding  12  consecutive  months  or (b)  when  they
          initially  were elected to the Board (x) were  nominated (if they were
          elected by the  stockholders)  or elected (if they were elected by the
          directors)  with the  affirmative  vote of two-thirds of the directors
          who  were  Continuing  Directors  at the  time  of the  nomination  or
          election  by the  Board  and (y) were not  elected  as a result  of an
          actual or threatened  solicitation  of proxies or consents by a person
          other  than the Board of  Directors  of the  Company  or an  agreement
          intended to avoid or settle such a proxy  solicitation  (the directors
          described in clauses (a) and (b) being "Continuing Directors");

               (iii) any  "person,"  including a "group" (as such terms are used
          in Sections  13(d) and 14(d) of the Exchange  Act, but  excluding  the
          Company,  any of its  present  affiliates  (as such term is defined in
          Rule 405  promulgated  under the  Securities  Act of 1933, as amended)
          ("Affiliates"),  or any employee benefit plan of the Company or any of
          its  present  Affiliates)  is or becomes  the  "beneficial  owner" (as
          defined  in Rule  13(d) (3)  under  the  Exchange  Act),  directly  or
          indirectly,  of securities of the Company  representing 30% or more of
          the  combined   voting  power  of  the  Company's   then   outstanding
          securities;

               (iv) the purchase of Class A Common Stock of the Company ("Common
          Stock")  pursuant to any tender or exchange offer or otherwise made by
          any "person,"  including a "group" (as such terms are used in Sections
          13 (d) and 14 (d) of the Exchange Act), other than the Company, any of
          its present Affiliates, or any employee benefit plan of the Company or
          any of its present Affiliates, which results in "beneficial ownership"
          (as so defined) of 30% or more of the outstanding Common Stock;

               (v) the execution  and delivery of a definitive  agreement by the
          Company that provides for a merger or consolidation,  or a transaction
          having a similar effect (unless such merger,  consolidation or similar
          action is with a subsidiary of the Company or with another company,  a
          majority  of  whose  outstanding  capital  stock  is owned by the same
          persons or entities  who own a majority of the  Company's  outstanding
          Common Stock at such time), where (A) the Company is not the surviving
          corporation, (B) the majority of the Common Stock of the Company is no
          longer held by the persons  who were the  stockholders  of the Company
          immediately prior to the transaction, (C) the sale, lease, exchange or
          other  disposition  of all or  substantially  all of the assets of the
          Company  but  not  the  spin  off of one  division,  the  sale  of one
          division,  or both (where  "division"  means the  present  residential
          business (including IPT) and the present commercial business), and not
          the trading of marketable  securities held as portfolio  securities or
          (D) the Company's  Common Stock is converted into cash,  securities or
          other  property  (other than the common  stock of a company into which
          the Company is merged), provided, however, that, in the event that the
          contemplated  merger,  consolidation  or  similar  transaction  is not
          consummated,  then any rights that may arise under this  paragraph (v)
          by virtue of such Change of Control shall not apply; and

               (vi)  upon  the   consummation  of  any   transaction   requiring
          stockholder  approval for the  acquisition of the Company by an entity
          other than the Company or a subsidiary  through purchase of assets, or
          by merger, or otherwise but not the spin off of one division, the sale
          of one division, or both.

          (e) Material Asset Disposition Bonus. In the event of a Material Asset
     Disposition,  as defined below, in consideration of the services  performed
     by the Executive  and  consistent  with the prior terms of the  Executive's
     employment,  the  Company  (or,  in the case of  clause  (iii)  below,  the
     spin-off  entity  or, in default  thereof,  the  Company)  shall pay to the
     Executive  within  15  days of the  consummation  of  such  Material  Asset
     Disposition, a cash bonus equal to .25% of the consideration (valued as set
     forth  below)  received by the Company or its  shareholders  as a result of
     such Material Asset  Disposition.  A "Material  Asset  Disposition" as used
     herein means,  without  duplication for the same matter:  (i) a transaction
     which  results in a majority of the equity  interest  in the Company  being
     beneficially  owned by any  "person,"  including any "group" (as such terms
     are used in Section 13(d) and 14(d) of the Exchange Act), other than any of
     the  Company's  present  affiliates;  (ii) a sale or series of sales by the
     Company  of   subsidiaries,   divisions,   assets  (other  than  marketable
     securities),  or operating businesses  representing in the aggregate 20% or
     more of the Company's  1998  budgeted  EBITDA and each such sale after such
     threshold  has been  reached;  (iii) a spin off, or series of spin offs, of
     any of the Company's  divisions,  operating businesses or subsidiaries that
     meet the 1998  budgeted  EBITDA  threshold set forth in (ii) above which is
     followed by a subsequent  Extraordinary  Transaction (as defined above, but
     with  reference  to the spun off entity  rather  than the  Company)  of the
     subsidiary,  division or business spun off within five years following such
     spin off; or (iv) any  transaction  which results in any one or more of the
     Company's divisions, subsidiaries or operating businesses,  representing in
     the aggregate 20% or more of the Company's  EBITDA,  being owned by a third
     party.  In the event a Material Asset  Disposition is consummated in one or
     more steps,  including,  without limitation,  by way of second-step merger,
     any additional  consideration  paid or to be paid in any subsequent step in
     the Material Asset Disposition in respect of (x)  subsidiaries,  divisions,
     assets (other than marketable  securities),  or operating businesses of the
     Company  and  (y)  capital  stock  of  the  Company  (and  any   securities
     convertible  into,  or options,  warrants or other rights to acquire,  such
     capital  stock)  shall be included for  purposes of  calculating  the bonus
     payable  pursuant to this Section 4(e).  "Consideration"  shall not include
     the  assumption,  directly or indirectly,  or repayment of  indebtedness or
     other liabilities of the Company but shall include the assumption, directly
     or indirectly,  or repayment of the Trust Convertible  Preferred Securities
     presently outstanding or any similar securities. If all or a portion of the
     consideration  paid in the Material Asset Disposition is other than cash or
     securities, then the value of such non-cash consideration shall be the fair
     market  value  thereof  on the  date  the  Material  Asset  Disposition  is
     consummated as mutually agreed upon in good faith by the Company's Board of
     Directors and the  Executive.  If such non-cash  consideration  consists of
     common stock, options, warrants or rights for which a public trading market
     existed prior to the consummation of the Material Asset  Disposition,  then
     the value of such  securities  shall be  determined  by the closing or last
     sales price thereof on the date of the  consummation  of the Material Asset
     Disposition;   provided,  however,  that  if  such  non-cash  consideration
     consists of newly-issued,  publicly-traded common stock, options,  warrants
     or  rights  for  which  no  public  trading  market  existed  prior  to the
     consummation  of the Material  Asset  Disposition,  then the value  thereof
     shall  be the  average  of the  closing  prices  for  the 20  trading  days
     subsequent to the fifth trading day after the  consummation of the Material
     Asset  Disposition.  In such event, the portion of the bonus payable to the
     Executive  pursuant to this Section 4(e)  attributable  to such  securities
     shall be paid on the 30th trading day  subsequent  to  consummation  of the
     Material  Asset  Disposition.  If no public  market  exists  for the common
     stock,  options,  warrants or other  rights  issued in the  Material  Asset
     Disposition,  then the value of thereof shall be as mutually agreed upon in
     good faith by the Company's  Board of Directors and the  Executive.  If the
     non-cash  consideration paid in the Material Asset Disposition  consists of
     preferred stock or debt securities  (regardless of whether a public trading
     market  existed  for  such  preferred  stock  or debt  securities  prior to
     consummation of the Material Asset Disposition or exists  thereafter),  the
     value hereof shall be the face or principal amount, as the case may be. Any
     amounts  payable by a purchaser  to the  Company,  any  shareholder  of the
     Company or any  Affiliate of either the Company or any  shareholder  of the
     Company  in  connection  with a  non-competition,  employment,  consulting,
     licensing,  supply  or other  agreement  shall be  deemed to be part of the
     consideration paid in the Material Asset  Disposition.  If all or a portion
     of  the  consideration  payable  in  connection  with  the  Material  Asset
     Disposition includes contingent future payments, then the Company shall pay
     to the Executive, upon consummation of such Material Asset Disposition,  an
     additional  cash fee,  determined in accordance  with this Section 4(e) as,
     when and if such contingency  payments are received.  However, in the event
     of an installment purchase at a fixed price and a fixed time schedule,  the
     Company  agrees to pay the  Executive,  upon  consummation  of the Material
     Asset  Disposition,  a cash fee determined in accordance  with this Section
     4(e)  based on the  present  value  of such  installment  payments  using a
     discount rate of 6.5%.

          (f)  Fringe  Benefit  Programs.  In  addition  to the  other  benefits
     provided to the  Executive  hereunder  and to the extent he  satisfies  the
     eligibility  requirements  thereof  and to the  extent  permitted  by  law,
     participation  in fringe  benefit  programs  made  available  generally  to
     employees of the Company,  including,  without limitation,  pension, profit
     sharing, stock purchase, savings, bonus, disability, life insurance, health
     insurance,  hospitalization,  dental, deferred compensation and other plans
     and policies authorized on the date hereof or in the future.

          (g) Expense  Reimbursement.  Reimbursement  of the  Executive  for all
     out-of-pocket  expenses  incurred by him in connection with the performance
     of his duties hereunder,  including professional  activities and membership
     fees and dues relating to professional organizations of which the Executive
     currently is a member or is directed in writing to be a member by the Chief
     Executive  Officer  of  the  Company  and  including,  without  limitation,
     expenses required for professional licensing of the Executive, and business
     related  cell  phone  expense  in  accordance  with the  Company's  written
     policies  and  procedures,   all  upon  the   presentation  of  appropriate
     documentation  therefore in accordance with the then regular  procedures of
     the Company.

          (h)  Perquisites.  In addition to the other  benefits  provided to the
     Executive hereunder, and at the sole cost and expense of the Company except
     as otherwise provided herein:

          (i) A  membership  and annual dues at the city or country  club of the
     Executive's  choice,  subject to approval by the Chief Executive Officer of
     the Company;

          (ii)  Reasonable  consultations  with  financial  and tax  advisors or
     counselors,  including annual income tax preparation and audits relating to
     the period during which the Executive was employed by the Company  (whether
     or not under this  Agreement)  and whether  such audit  expense is incurred
     during or after the Employment Period;

          (iii) The cost of term life insurance, providing a death benefit of up
     to five million dollars  ($5,000,000)  upon the life of the Executive,  the
     beneficiaries  and owner of which shall be  designated by the Executive and
     which term insurance  shall be upon terms and  conditions,  and in form and
     substance available at the time, and otherwise  reasonably  satisfactory to
     the Executive in his sole discretion and which term life insurance shall be
     paid for by the Company during the Employment  Period at the Company's sole
     cost  and  expense.  If the  Company  is the  owner  of such  policy,  upon
     termination of the Executive's  employment by the Company, the ownership of
     such term life  insurance  shall be  transferred  to the  Executive  or his
     designee.  At  Executive's  option,  Executive may apply the cost of such a
     policy to some other benefit of Executive's choice;

          (iv) The Executive  shall be entitled to reasonable  business usage of
     aircraft  owned  or  leased  by the  Company  as  determined  by the  Chief
     Executive  Officer  of the  Company.  With  prior  consent  from the  Chief
     Executive  Officer of the Company,  the Executive may utilize such aircraft
     for  personal  use and in such event the cost of such use shall be added to
     and included in the Executive's  compensation for federal,  state and local
     income tax purposes; and

          (v) The Executive shall be entitled to an annual automobile  allowance
     of up to one thousand dollars ($1,000), payable monthly in arrears.

     (i) Vacations,  etc.  Leaves-of-absence in accordance with the then regular
procedures of the Company  governing senior  executives,  and four weeks of paid
vacation per year on a non-cumulative basis.

     (j) Parachute Limit.  Notwithstanding  anything else herein,  to the extent
the  Executive  would be subject to the  excise  tax under  Section  4999 of the
Internal  Revenue  Code of 1986,  as amended  (the  "Code"),  on such amounts or
benefits received from the Company required to be included in the calculation of
parachute  payments  for  purposes  of  Sections  280G and 4999 of the Code (the
"Parachute   Payments"),   the  amounts  of  any  Parachute  Payments  shall  be
automatically  reduced as described  herein to an amount one dollar less than an
amount that would  subject the Executive to the excise tax under Section 4999 of
the Code (the  "Parachute  Limit");  provided,  however,  that this Section 4(j)
shall apply only if the reduced  Parachute  Payments  received by the  Executive
(after taking into account further reductions for applicable federal,  state and
local  income,  social  security  and other  taxes)  would be  greater  than the
unreduced  Parachute  Payments  to be received  by the  Executive  minus (i) the
excise tax payable under Section 4999 of the Code with respect to such Parachute
Payments  and (ii) all  applicable  federal,  state  and  local  income,  social
security and other taxes on such  Parachute  Payments.  The foregoing  reduction
shall be applied to the Parachute Payments as follows: (i) first by reducing the
amounts  payable  under  Section  4(d) (if such  amounts  are  included  in such
computation)  until such amounts have been exhausted up to the Parachute  Limit,
(ii) then by reducing  any such other  amounts and  benefits  (other than awards
described  in  (iii)   below)  as   determined   by  the   Company,   and  (iii)
notwithstanding anything contained herein or in an option, warrant or restricted
stock  agreement,  award or plan relating to the  Executive  then, on a pro-rata
basis up to the Parachute  Limit, by failing to accelerate the vesting  (without
affecting the right to vest) upon a change in ownership or effective  control or
change in ownership  of a  substantial  portion of assets (as  described in Code
Section  280G(b)(2)(A)(i))  of any unvested awards of shares of restricted stock
of the  Company  previously  granted to  Executive  and  options or  warrants to
purchase shares of the Company previously granted to Executive.  Notwithstanding
the  foregoing,  the Company  shall treat any of the  amounts  described  in (i)
through (iii) above as a Parachute  Payment solely to the extent  required under
applicable law.

     Section 5. Representations,  Warranties and Covenants of the Executive. The
Executive represents and warrants to the Company as follows:

          (a) He is under no  contractual  or other  restriction  or  obligation
     which is inconsistent with the execution of this Agreement, the performance
     of his duties hereunder, or the other rights of the Company hereunder; and

          (b) He is  able to  perform  the  essential  functions  of his  duties
     hereunder with or without reasonable accommodations.

     Section 6. Non-Solicitation; Confidentiality.

          (a) Non-Solicitation.

               (1) In recognition  of the close  personal  contact the Executive
          has or will have with the Company's and its affiliates' trade secrets,
          confidential information,  records and business relationships, and the
          position  of trust in which  the  Company  holds  the  Executive,  the
          Executive  further  covenants  and agrees that while the  Executive is
          employed  by the  Company  and for a period  lasting  for one (1) year
          following  the  cessation  of  the  Executive's  employment  with  the
          Company,  the  Executive  will not,  either for himself or an officer,
          director, employee, agent,  representative,  independent contractor or
          in any relationship to any person, partnership,  corporation, or other
          entity  (except  the  Company  or  its  Affiliates  or  subsidiaries),
          solicit,  directly or by assisting  others,  business  from any of the
          Company's  customers  or  clients  with  whom  the  Executive  has had
          material  contact  (as  defined  below)  during the twelve  (12) month
          period  preceding the date of cessation of the Executive's  employment
          with the Company,  for the purpose of  providing  goods or services to
          said customers and clients. For purposes of this Agreement,  "material
          contact"  exists  between  the  Executive  and  any of  the  Company's
          customers or clients (i) with whom the Executive  actually  dealt;  or
          (ii) whose  dealings  with the Company were  handled,  coordinated  or
          supervised  by the  Executive;  or  (iii)  about  whom  the  Executive
          obtained  confidential  information in the ordinary course of business
          through the Executive's association with the Company.

               (2) The Executive  covenants and agrees that, for a period ending
          on the  second  anniversary  of the  date  on  which  the  Executive's
          employment  with the Company  ceases,  the Executive will not solicit,
          employ,  engage or in any manner  encourage  any  employee,  broker or
          sales person of the Company, or any of its respective  subsidiaries or
          affiliates  to leave their employ for the employ of a person or entity
          which directly or indirectly  competes with the Company, or any of its
          respective subsidiaries or affiliates.

               (3) The Executive  covenants and agrees that, for a period ending
          on the  second  anniversary  of the  date  on  which  the  Executive's
          employment  with the Company  ceases,  the Executive will not purchase
          for his own  account  any limited  partnership  units of  partnerships
          that, on the date of purchase,  are controlled  directly or indirectly
          by the Company,  except that the provisions of this sentence shall not
          be deemed  breached  merely  because the Executive  owns,  immediately
          after a purchase,  not more than one percent of the outstanding units.
          Should the Executive  breach the foregoing  sentence,  all his options
          issued by the Company or any of its  subsidiaries  shall be  cancelled
          and all of his  restricted  stock  issued by the Company or any of its
          subsidiaries  (whether or not then vested) which he then owns shall be
          forfeited. For purposes of this Section 6(a)(3), "purchase" shall mean
          the payment of cash only for such limited  partnership units and shall
          not include  payment of cash for  interests  in an entity whose assets
          consist in whole or in part of such limited partnership units.

               The  Executive  acknowledges  that the foregoing  provisions  are
          intended  to  protect  the   Company's  and  its   subsidiaries'   and
          Affiliates'  business  and  customer  contacts,  not  to  prevent  the
          Executive  from  pursuing  a  livelihood  in the  general  area of his
          previous training, and they should be interpreted accordingly.

          (b) Confidentiality.  All confidential information which the Executive
     may now possess, may obtain during or after his employment with Company, or
     may create prior to the end of his employment with the Company or otherwise
     relating  to the  business  of the  Company or any of its  subsidiaries  or
     affiliates  or of any  customer  or  supplier  of any of them  shall not be
     published, disclosed, or made accessible by him to any other person, either
     during or after the  cessation  of his  employment,  or used by him  except
     during his employment  with the Company in the business and for the benefit
     of the  Company and its  subsidiaries  and  Affiliates.  In  addition,  the
     Executive  agrees not to disclose,  publish or make accessible to any other
     person,  from and after the date of this  Agreement,  during the Employment
     Period or at any time  thereafter,  any of the terms or  provisions of this
     Agreement,  except the Executive's accountants who need such information to
     advise him,  prepare his tax returns,  make required  filings and the like;
     provided,  however,  that the Executive will be responsible for causing any
     such  accountants to be aware of and to abide by the obligations  contained
     in this  Section  6(b)  and  will be  responsible  for any  breach  of such
     obligations by any of them. In the event that the Executive becomes legally
     compelled to disclose any of the  confidential  information,  the Executive
     will provide the Company with prompt written notice so that the Company may
     seek a protective order or other appropriate remedy and/or waive in writing
     compliance  with the  provisions of this Section 6(b) and in the event that
     such  protective  order or other  remedy is not  obtained,  or  should  the
     Company  waive in writing  compliance  with the  provisions of this Section
     6(b),  the  Executive  will furnish  only that portion of the  confidential
     information  which is so legally  required.  The Executive shall return all
     tangible evidence of such  confidential  information to the General Counsel
     of the Company prior to or at the cessation of his employment.

          (c) Interpretation. Since a breach of the provisions of this Section 6
     could not adequately be compensated by money damages,  the Company shall be
     entitled,  in addition to any other right and remedy available to it, to an
     injunction restraining such breach and the Company shall not be required to
     post a bond in any  proceeding  brought  for such  purpose.  The  Executive
     agrees that the  provisions of this Section 6 are necessary and  reasonable
     to protect the Company in the conduct of its businesses. If any restriction
     contained  in this  Section 6 shall be deemed to be  invalid,  illegal,  or
     unenforceable  by reason of the extent,  duration,  or  geographical  scope
     thereof, or otherwise,  then the court making such determination shall have
     the right to reduce such extent,  duration,  geographical  scope,  or other
     provisions  hereof,  and in its reduced form such restriction shall then be
     enforceable  in the manner  contemplated  hereby.  Nothing  herein shall be
     construed as prohibiting the Company from pursuing any other  remedies,  at
     law or in equity, for such breach or threatened breach.

          Section 7. Termination.

          (a) Definitions.

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

               (ii) Disability  Termination  Event. As used herein,  "Disability
          Termination  Event" shall mean a  circumstance  where the Executive is
          physically or mentally  incapacitated  or disabled or otherwise unable
          to  fully  discharge  his  duties   hereunder  for  a  period  of  185
          consecutive days.

               (iii)  Estate.  As used  herein,  "Estate"  shall mean (A) in the
          event that the last will and  testament of the  Executive has not been
          probated at the time of determination, the estate of the Executive and
          (B) in the event that the last will and testament of the Executive has
          been  probated  at the  time of  determination,  the  legatees  of the
          Executive  who are entitled  under such will to the assets or payments
          at issue.

               (iv) Termination For Cause. As used herein, the term "Termination
          For  Cause"  shall  mean  the   termination  by  the  Company  of  the
          Executive's  employment hereunder upon a good faith determination by a
          majority  vote of the members of the Board of Directors of the Company
          that  termination  of this Agreement is necessary by reason of (A) the
          Executive  shall be convicted  of a felony,  (B) the  Executive  shall
          commit  any act or omit to take any  action  in bad  faith  and to the
          material  detriment of the Company and Executive  shall not have cured
          the same  within  30 days  after  the  Company  sends  written  notice
          thereof,  or (C) Executive shall breach in a material way any material
          term of this  Agreement and fail to correct such breach within 30 days
          after the Company sends written notice thereof.

               (v)  Termination  Without  Cause.  As used  herein,  "Termination
          Without  Cause"  shall  mean  any   termination  of  the   Executive's
          employment  by the Company  hereunder  that is not a  Termination  For
          Cause, a Death  Termination  Event, or a Disability  Termination Event
          but not a conversion to a consulting agreement.

          (b)  Death   Termination   Event.  Upon  the  occurrence  of  a  Death
     Termination  Event,  this Agreement will terminate  automatically  upon the
     date  that such  Death  Termination  Event  occurred  (subject  to the last
     sentence of this Section 7),  whereupon the Company  shall  continue to pay
     the then  current Base Salary to the Estate of the  Executive  for a period
     equal to the remaining term of the Employment Period.

          (c) Disability  Termination Event. Upon the occurrence of a Disability
     Termination  Event, this Agreement shall terminate  automatically  upon the
     date that such Disability  Termination  Event occurred (subject to the last
     sentence of this Section 7),  whereupon the Company  shall  continue to pay
     the  then-current  Base Salary to the Executive for the period equal to the
     remaining term of the Employment Period  (determined on the assumption that
     the Employment Period will not be terminated prior to December 31, 2000).

          (d)  Termination  For Cause.  The Executive and the Company agree that
     the Company shall have the right to  effectuate a Termination  For Cause in
     accordance  with  the  terms  of  this  Agreement  at any  time.  Upon  the
     occurrence of a Termination  For Cause,  this Agreement will terminate upon
     the date that such  Termination For Cause occurs (subject to the provisions
     of Section 9), whereupon (i) the Executive shall not be entitled to receive
     any additional  payments  hereunder other than the Base Salary,  as then in
     effect,  to and including the date that such  Termination  For Cause occurs
     and (ii) the Company  shall be entitled to any and all remedies and damages
     available to it.

          (e)  Termination  Without Cause.  Upon the occurrence of a Termination
     Without  Cause,  this  Agreement  shall  terminate  upon the date that such
     Termination  Without Cause occurs (subject to the provisions of Section 9),
     whereupon the Executive  shall  continue to receive the  consideration  set
     forth in Sections 4(a) through (e) and Section 4(h)(i), (ii), (iii) and (v)
     through December 31, 2000.

          In the event of a termination of Executive's employment for any reason
     other  than  a  Termination  for  Cause  or  voluntary  termination  by the
     Executive,  including,  but  not  limited  to a  Death  Termination  Event,
     Disability  Termination  Event,  Termination  Without  Cause,  all options,
     warrants and restricted  stock then held by and/or granted to the Executive
     will  immediately vest and be exercisable by the Executive but in the event
     of the occurrence of an Extraordinary Transaction,  no options, warrants or
     restricted  stock  then  held  by  and/or  granted  to the  Executive  will
     immediately vest as a result thereof.

     Section 8.  Withholding.  The Company  shall be  entitled to withhold  from
amounts  payable to the Executive  hereunder  such amounts as may be required by
applicable law to be so withheld.

     Section 9.  Survival.  Notwithstanding  anything in this  Agreement  to the
contrary,  Section 6 of this  Agreement  shall survive any  termination  of this
Agreement or cessation of the Executive's  employment  hereunder for the periods
stated therein.

     Section   10.   Modification.   This   Agreement   sets  forth  the  entire
understanding  of the parties  hereto with respect to the subject matter hereof,
supersedes all existing  agreements between them concerning such subject matter,
and may be modified only by a written instrument duly executed by each party.

     Section  11.  Notices.  Any  notice  or  other  communication  required  or
permitted  to be given  hereunder  shall be in  writing  and  shall be mailed by
certified mail,  return receipt  requested,  or delivered against receipt to the
party to whom it is to be given,  at the  address of such party set forth in the
preamble to this  Agreement  (or to such other  address as such party shall have
furnished  in writing in  accordance  with the  provisions  of this Section 11).
Notice to the Estate  shall be  sufficient  if  addressed  to the  Executive  as
provided  in this  Section  11.  Any  notice  or  other  communication  given by
certified  mail  shall be  deemed  given at the time of  certification  thereof,
except for a notice  changing a party's  address  which shall be deemed given at
the time of receipt thereof.

     Section 12. Waiver. Any waiver by either party of a breach of any provision
of Agreement shall not operate as a waiver of any other breach of such provision
or of any breach of any other  provision  of this  Agreement.  The  failure of a
party to insist upon strict  adherence  to any term of this  Agreement on one or
more  occasions  shall not be  considered  a waiver or deprive that party of the
right  thereafter to insist upon strict adherence to that term or any other term
of this Agreement. Any waiver must be in writing.

     Section 13. Binding Effect.  The Executive's  rights and obligations  under
this Agreement shall not be transferable by assignment or otherwise, such rights
shall  not  be  subject  to  commutation,  encumbrance  or  the  claims  of  the
Executive's creditors, and any attempt to do any of the foregoing shall be void.
The provisions of this Agreement  shall be binding upon and inure to the benefit
of the  Executive  and his  heirs  and  personal  representatives,  and shall be
binding upon and inure to the benefit of the Company and its successors.

     Section  14.  Headings.  The  headings  in this  Agreement  are  solely for
convenience of reference,  and shall be given no effect in the  construction  or
interpretation of this Agreement.

     Section 15.  Enforcement.  Should the  Executive  sue to enforce any of his
rights under this  Agreement  and should the  Executive  prevail on any issue in
such suit,  then the Company  shall pay all the  Executive's  costs of such suit
(including  attorneys fees and disbursements).  If any taxes are imposed on such
payment, the Company shall make such additional payments to the Executive as may
be necessary,  so that after deducting the taxes imposed on all payments made to
the Executive pursuant to this paragraph,  the Executive is left on an after tax
basis  with an  amount  equal  to his  claim  for  indemnification  prior to the
payments described in this sentence.

     Section 16.  Counterparts.  This Agreement may be executed in any number of
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

     Section  17.  Governing  Law.  This  Agreement  shall  be  governed  by and
construed in accordance  with the laws of the State of South  Carolina,  without
reference to the conflict of law provisions thereof.

     Section 18. Construction and  Interpretation.  Should any provision of this
Agreement  require  judicial  interpretation,  the parties hereto agree that the
court interpreting or construing the same shall not apply a presumption that the
terms hereof shall be more strictly construed against one party by reason of the
rule of construction  that a document is to be more strictly  construed  against
the party that  itself,  or  through  its agent,  prepared  the same,  and it is
expressly  agreed and  acknowledged  that the  Executive,  the Company and their
respective  attorneys and  representatives  have participated in the preparation
hereof.

     Section 19. Waiver of Trial by Jury. TO THE EXTENT  PERMITTED BY APPLICABLE
LAW, EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RESPECTIVE
RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT
OF THIS  AGREEMENT OR ANY DEALING  BETWEEN OR AMONG THEM RELATING TO THE SUBJECT
MATTER OF THIS AGREEMENT AND THE RELATIONSHIPS  BEING ESTABLISHED.  THE SCOPE OF
THIS WAIVER IS INTENDED TO ENCOMPASS  ANY AND ALL DISPUTES  THAT MAY BE FILED IN
ANY COURT AND THAT RELATE TO THE SUBJECT  MATTER OF THIS  AGREEMENT,  INCLUDING,
WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL
OTHER COMMON LAW AND STATUTORY CLAIMS.  EACH PARTY HERETO ACKNOWLEDGES THAT THIS
WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THIS AGREEMENT, AND THAT EACH WILL
CONTINUE  TO RELY ON THE WAIVER IN THEIR  RELATED  FUTURE  DEALINGS.  EACH PARTY
HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS
LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS
FOLLOWING  CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE,  MEANING
THAT IT MAY NOT BE  MODIFIED  EITHER  ORALLY  OR IN  WRITING.  IN THE  EVENT  OF
LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO THE TRIAL BY THE
COURT.


<PAGE>

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

                          INSIGNIA FINANCIAL GROUP, INC.

                  By:     /s/Andrew L. Farkas                                   
                ------------------------------------------------------------
                Name:     /s/Andrew L. Farkas                               
                ------------------------------------------------------------
                 Its:     Chairman and Chief Executive Officer                
                ------------------------------------------------------------


                          EXECUTIVE


                          /s/Ronald Uretta                                     
                          --------------------------------------------------
                          Name: Ronald Uretta