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                                     [Date]

Mr. NAME
Company
Address
Address

     RE:  Assignment of Member or Limited Partner Interest(s)

Dear NAME:

     This letter sets forth the terms upon which you ( "Employee") have been
assigned, as of the date hereof, a partnership interest or member interest or
interests in one or more limited partnerships or limited liability companies
which will in turn entitle you to certain potential distributions in the future,
subject to all the terms and conditions as set forth herein (individually a "
Member Interest " and collectively "Member Interests"). The interests assigned
to you hereby are owned by subsidiaries of Insignia/ESG or subsidiaries of
Insignia Financial Group, Inc. As used herein, "Insignia/ESG" shall mean,
respectively, Insignia/ESG, Inc. and its wholly owned subsidiaries and/or parent
or sister corporations. "Transaction Date" shall mean the date shown under the
column of the "Closing Date" of each respective transaction as specifically set
forth on Exhibit A, which shall be the effective date of each assignment. You
are being assigned Member Interests only with respect to the one or more
partnerships or limited liability companies listed on Exhibit A (individually a
"Company" and collectively, the "Companies") under the column headed "Name of
Company".

     The Companies were formed for the purpose of acquiring, operating, and
ultimately disposing of real estate and real estate assets. The Member
Interest(s) assigned to you hereby shall equal the percentage interest in each
Company necessary for you to receive the percentage, as shown on Exhibit A under
the column headed "Applicable Percentage", of Proceeds. The Member Interest(s)
assigned to you hereby are in addition to any other assignments made to you
previously. "Proceeds" as used herein, shall mean any proceeds actually received
by Insignia/ESG or IFG, respectively, from or with respect to an investment in a
Company after Insignia/ESG, or IFG, respectively, has received 100% of its
original capital contribution, any additional capital contributions and any
allocated costs plus a return thereon equal to 10% per annum (the "Insignia/ESG
Minimum Return"). Any acquisition fees paid or payable to Insignia/ESG shall be
included in the amount of Insignia/ESG's investment for purposes of determining
Insignia/ESG's return and the Insignia Minimum Return, including any imputed
acquisition fee with respect to assets 100% owned by Insignia/ESG.

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     You acknowledge and understand that the definition of "Proceeds" may result
in your percentage interest in any of the Companies being zero (resulting in no
distribution(s) to you with respect to one or more of the Member Interest(s))
because your interest is effectively subordinated to preferential
payments/distributions to Insignia/ESG. Notwithstanding the following paragraph,
with respect to the Companies in which an affiliate of the Praedium Fund serves
as a member or partner any incentive fees as so defined or described in the
respective Asset Management Agreements (but not including any asset management
fees paid on a regular or recurring basis) shall be deemed to be part of
Proceeds. Insignia/ESG and IFG will promptly, and will cause their controlled
affiliates to promptly execute and deliver to Employee, upon request from
Employee, a such other documents as may be reasonably requested by Employee to
evidence the assignment of the Membership Interest(s).

     In calculating Insignia/ESG's and IFG's return and the Insignia/ESG Minimum
Return, any amounts to which Insignia/ESG, or IFG, respectively, may be entitled
which are compensation for performing services including, but not limited to,
acquisition services, advisory, consulting, management, leasing, construction
supervision or management, development or development supervision, financing or
refinancing or disposition services, will be excluded from such calculation. In
the event that the calculation of the Insignia/ESG Minimum Return or Proceeds is
affected by the terms and conditions of any loans, including but not limited to
the existing line of credit with General Electric Capital Corporation ("GE") in
favor of an Insignia/ESG affiliate in partnership with Blackacre Capital, then
any calculations made or to be made with respect thereto shall be made by
Insignia/ESG in its sole and absolute discretion. In the event that Proceeds
from any investments or properties secured by the indebtedness evidenced by the
GE line of credit are received by Insignia/ESG but utilized, directly or
indirectly, to reduce such indebtedness, then, at Insignia/ESG's discretion, any
amounts so used shall not be deemed to constitute Proceeds, and your right to
receive any portion of the Member Interest(s) shall not arise until all such
debt has been paid in full.


         For the purposes of this Agreement, any entity in which Insignia/ESG
participates in ownership of a real estate asset with a non-affiliated third
party shall be deemed to be a "partnership" and such non-affiliated third party
shall be deemed to be a "partner" irrespective of whether such entity is a
general or limited partnership, joint venture, limited liability company, or
other form of entity.


     The additional terms and conditions governing the Member Interest(s) are as
follows:

     1) Your rights with respect to the Member Interest(s) assigned to you
hereunder shall vest as follows:

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                          DATE                      CUMULATIVE AMOUNT VESTED
                          ----                      ------------------------

            1 Year from Transaction Date            50% of Member Interest(s)
            2 Years from Transaction Date           75% of Member Interest(s)
            3 Years from Transaction Date          100% of Member Interest(s)

     2) In the event that Proceeds are actually received by Insignia/ESG, or
IFG, respectively, with respect to Insignia/ESG's or IFG's investment in a
particular Company prior to an applicable vesting date, you will be deemed to
have been fully vested with respect to such Proceeds as of the date of receipt
of such Proceeds. Involuntary termination for "cause" shall immediately
extinguish any rights with respect to any unvested portions of the Member
Interest(s) and should Employee voluntarily terminate his employment with
Insignia/ESG he shall, as a condition to continued vesting, be reasonably
available to Insignia/ESG to consult with Insignia/ESG with respect to the
Membership Interest(s). As used herein, "cause" shall mean any element of action
or inaction constituting cause under any applicable written agreement between
you and Insignia/ESG existence as of the date of such determination.

     3) Any dispute with respect to this agreement and the Member Interest(s)
shall be governed by the laws of the State of New York and shall, at the option
of Insignia/ESG, be resolved by arbitration on terms and conditions determined
in the reasonable discretion of Insignia/ESG.

     Any amounts you receive hereunder may be characterized as ordinary income
for federal tax purposes. However, you may choose to make an election under
Section 83(b) of the Internal Revenue Code which may result in such amounts
being treated as capital gains. Such an election would require to value the
Member Interests assigned to you hereunder and to recognize such value as income
presently. Such election, if made by you, must be made within thirty (30) days
of assignment to you of the Member Interests. In determining a value for the
Member Interests assigned to you hereunder you should take into account all
factors known to you including the fact that the Member Interests are
subordinated to certain returns and subject to vesting and forfeiture. You are
encouraged to consult your tax advisor for guidance on this matter and
Insignia/ESG accepts no responsibility for the manner in which you treat the
Member Interests.

     Please acknowledge your understanding of and agreement to the terms set
forth above by executing this agreement in the space indicated below and on the
attached Exhibit A.

                                            Yours truly,

                                            Insignia/ESG , Inc.

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                                            By:
                                               ------------------------------

                                            Insignia Financial Group, Inc

                                            By:
                                               ------------------------------

     I understand the terms of the foregoing and agree that the assignment of
the Member Interest(s) shall be governed thereby.



                                            Date:
------------------------------                   ------------------------------
           NAME

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                                   SCHEDULE I

                  ASSIGNEE

                  Andrew L. Farkas
                  James A. Aston
                  Ronald Uretta
                  Frank M. Garrison