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            DATED                   FEBRUARY 4,                   1998
            ----------------------------------------------------------






                           RICHARD ELLIS GROUP LIMITED



                                     - and -



                            ANDREW JOHN MACK HUNTLEY







                           ===========================
 
                           EXECUTIVE SERVICE AGREEMENT

                           ===========================                    
                                DPHB(401)/715973




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DPHB(401)715973/03.02.98

THIS AGREEMENT is made on FEBRUARY 4, 1998

BETWEEN:

(1)     RICHARD ELLIS GROUP LIMITED (No. 3350437) whose registered office is at
        Berkeley Square House, London W1X 6AN (the "COMPANY");

(2)     ANDREW JOHN MACK HUNTLEY of Ashhurst, Fenhurst, Haslemere, Surrey GU27
        3JB (the "EXECUTIVE"); and

THE PARTIES AGREE AS FOLLOWS:

1.      DEFINITIONS

        In this agreement unless the context otherwise requires:

1.1     "ASSOCIATED COMPANY" means a company which falls to be so treated as
        such for the purposes of Statement of Standard Accounting Practice No. 1
        of the Institute of Chartered Accountants in England and Wales;

1.2     "BOARD" means the board of directors of the Company;

1.3     "COMMENCEMENT DATE" means the date upon which the offer of Insignia
        Financial Group Inc to purchase the whole of the issued share capital of
        Richard Ellis Group Limited becomes unconditional;

1.4     "GROUP COMPANIES" means the Company, its holding company and all 
        subsidiary and associated companies of holding company;

1.5     "RE GROUP BONUS SCHEME" means

        (a)    The RE Group Bonus Scheme (as amended from time to time in
               accordance with the rules thereof); and/or

        (b)    Any other bonus scheme or arrangement in which executives of the
               Group employed at the grades "REL Director", "Divisional
               Director" and "Associate" (and no other employees of the Group)
               are eligible to participate;

1.6     "RE SUPER PROFIT BONUS SCHEME" means the RE Super Profit Bonus Scheme
        (as amended from time to time in accordance with the rules thereof);

1.7     "SUBSIDIARY" and "HOLDING COMPANY" have the meanings given them in 
        section 736 of the Companies Act 1985.


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                                       2



2.      TERM AND APPOINTMENT

2.1     The Company shall engage the Executive and the Executive shall serve the
        Company as hereinafter provided (the "Appointment"). The Appointment
        shall commence on the Commencement Date and shall continue subject as
        hereinafter mentioned until 30 April 2004.

2.2     Notwithstanding the provisions of clause 2.1 above either party may on
        giving prior written notice reduce the term of the Appointment with
        effect from 31 December 2000 or 31 December in any subsequent year ("the
        Variation Date"").

2.3     As from the Variation Date upon which either party exercises its right
        under clause 2.2 above the Appointment shall continue for a period of
        one year thereafter ("the Fixed Term")

2.4     The Executive shall be entitled to receive a payment ("the Variation
        Payment") on 2 January of the calendar year immediately following the
        Variation Date upon which either party has given notice to exercise its
        right under clause 2.2 above calculated in accordance with clause 2.5
        below.

2.5     The Variation Payment shall be an amount equal to the sum of all
        payments to which the Executive would be entitled under clause 6.1 of
        this agreement from the day following the Variation Date to 30 April
        2004 (on the assumption that this agreement continued until that date)
        discounted, in the case of each monthly payment to which he would be
        entitled under clause 6.1 at a rate of 12% per annum from the date it
        would have been received back to the date on which the Termination
        Payment is made in accordance with clause 2.4.

2.6     In the event that the Executive dies during the term of the Appointment
        and has not received the Variation Payment in accordance with clauses
        2.5 and 2.6 above, the Company shall pay an amount equal to the
        Variation Payment payable on the Variation Date immediately preceding
        the date of the Executive's death to the Executive's surviving spouse,
        or if none, to the duly appointed representatives of the Executive's
        estate.

2.7     Notwithstanding the provisions of clauses 2.1 and 2.2 above, and for the
        purposes only of subsisting options granted prior to the Company
        Acquisition (the "Option") under the Share Scheme, if the Appointment
        comes to an end before the fifth anniversary of the Company Acquisition,
        save where terminated under clause 11, then:

        (a)    the Executive shall not be treated as having ceased employment,
               as that term is used in Rule 7 of the Share Scheme, until the
               fifth anniversary of the Company Acquisition (the "Deemed
               Cessation Date") and on the Deemed Cessation Date the Executive
               shall be treated as ceasing employment in accordance with Rule
               7.5 of the Share Scheme;


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                                       3




        (b)    in the event of the Executive being unable to exercise the Option
               under clause 2.7(a) above as a result of either (i) his being
               treated as ceasing employment for the purposes of the Share
               Scheme on the Appointment coming to an end or (ii) the
               Remuneration Committee not exercising its discretion in favour of
               the Executive to allow him to exercise the Option in full (to the
               extent not previously exercised) under Rule 7.5 of the Share
               Scheme, the Company shall within seven days of the termination of
               the Appointment , pay to the Executive (in full and final
               satisfaction of all and any claims which the Executive may have
               in respect of the Option) less any tax or other deduction the
               Company may be obliged or required to make by law in Pounds
               Sterling an amount representing the Common Shares he then holds
               under the Option, on the assumption that the Option was exercised
               in whole on the date of cessation of employment, and in
               consideration of the Company making such payment the Executive
               agrees that the Option shall immediately lapse and all and any
               rights the Executive has or may have to any Common Shares under
               the Option are immediately released. The amount due to the
               Executive under this clause 2.7(b) shall be equal to:


                                   (A - C) x B

               where:

               A      is the average middle market quotation for Common Shares
                      (for the three dealing days prior to the date on which the
                      Executive's employment with the Company is terminated) on
                      any recognised investment exchange on which the Common
                      Shares are for the time being traded (and, if more than
                      one, on the recognised investment exchange in the United
                      States of America on which such Common Shares are for the
                      time being traded);

               B      is the total number of Common Shares over which the
                      Executive holds the Option; and

               C      is the price per Common Share under the option payable by
                      the Executive on the exercise of the Option.

        For the purposes of this clause 2.7:

        (c)    "Common Shares" means common shares of US$0.01 each in Insignia
               Financial Group, Inc.; and

               "Company Acquisition" means a Company Acquisition as defined in 
               the Share Scheme; and

               "Remuneration Committee" means the Remuneration Committee as 
               defined in the Share Scheme; and

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                                       4


               "Share Scheme" means the Richard Ellis Group Limited 1997
               Unapproved Share Option Scheme as adopted on 17 December 1997 and
               from time to time amended;

        (d)    for the purposes of determining the amount payable in Pounds
               Sterling to the Executive under this clause 2.5 the US$ price of
               a Common Share shall be converted into Pounds Sterling at the
               spot rate for the purchase of Pounds Sterling (as certified by
               Barclays Bank plc) at or about 11.00 am on the date of cessation
               of employment.

3.      DUTIES

3.1     During the Appointment the Executive shall devote such of his time and
        attention to the duties assigned to him as is reasonably necessary to
        perform the same and when carrying out those duties shall well and
        faithfully serve the Company and use his reasonable endeavours to
        promote the interests of the Company and shall obey all reasonable and
        lawful directions given to him by or under the authority of the Board
        provided that:

        (a)    the Executive shall be appointed and remain throughout the term 
               chairman of the Company;

        (b)    the Executive shall accept such secondments to the Company's
               holding company as are agreed from time to time and shall when
               undertaking duties for the said holding company only take
               instructions from the board of directors of such holding company
               and not the Board;

        (c)    when acting under the directions of the Board the Executive shall
               only be required to follow directions emanating from those
               members of the Board nominated to the Board by the holding
               company of the Company;

        (e)    the Executive shall be entitled to remain a director of Richard
               Ellis Limited until the expiry of the Fixed Term.

3.2     Subject to the provisions of clause 3.1 the Executive may be required in
        pursuance of his duties hereunder:

        (a)    to perform services not only for the Company but also for any of
               the Group Companies and without further remuneration (except as
               otherwise agreed) to accept such offices in any of the Group
               Companies as the Company may from time to time reasonably require
               provided that the Executive shall not be required to account to
               the Company and shall be entitled to retain as additional
               remuneration/expenses any salary, bonuses, reimbursed expenses
               and any other remuneration of any kind paid by the holding
               company of the Company;


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        (b)    to work at the Company's principal place of business in London or
               such other location as is the Executive's principal place of work
               at the date of this agreement;

        (c)    to travel to such places whether in or outside the United Kingdom
               by such means and on such occasions as the Board and/or the Board
               of the holding company may from time to time reasonably require;

        (d)    to make reports to the Board and/or the Board of its holding
               company on any matters concerning the affairs of the Company or
               any other Group Company as it or they may reasonably require.

4.      HOLIDAY ENTITLEMENT

        During the Appointment the Executive shall be entitled to 30 working
        days holiday (in addition to public holidays) in each calendar year
        January to December at full salary to be taken at such time or times as
        may be approved by the Board. Holidays not taken cannot be carried over
        to a subsequent year. Upon the determination of the Appointment either
        the Executive shall be entitled to receive payment in lieu of accrued
        holidays not taken at that date (provided that such determination is not
        pursuant to clause 12) or the Company shall be entitled to make a
        deduction from the Executive's remuneration in respect of holidays taken
        in excess of the accrued entitlement. The accrued holiday entitlement at
        the date of determination shall be calculated on the basis of 2? days
        holiday for each completed calendar month of service in the then current
        calendar year and the amount of the payment in lieu or deduction shall
        be calculated on the basis of 1/260 of the Executive's annual salary for
        each day's holiday not taken or taken in excess of the accrued
        entitlement.

5.      DISCLOSURE OF INTERESTS

5.1     Except as a representative of the Company or with the previous written
        approval of the Board which shall be deemed to be given in respect of
        the financial interest, office or employments which the Executive holds
        at the date hereof, brief details of which are attached at schedule 2 to
        this agreement, the Executive shall not during the Appointment whether
        directly or indirectly paid or unpaid be engaged or concerned in the
        conduct of any other actual or prospective business or profession or be
        or become an employee, agent, partner, consultant or director of any
        other company or firm or assist or have any financial interest in any
        other such business or profession.

5.2     The Executive shall be permitted to hold shares or securities of a
        company any of whose shares or securities are quoted or dealt in on any
        recognised investment exchange provided that any such holding shall not
        exceed three per cent. of the issued share capital of the company
        concerned and is held by way of bona fide investment only (an
        "Investment").

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                                       6


5.3     The Executive shall disclose to the Board any matters relating to his
        spouse (or anyone living as such), their children, step-children,
        parents or any trust or firm whose affairs or actions he controls which,
        if they applied to the Executive, would contravene clause 5.1 to the
        extent that the Executive has actual knowledge of such matters.

6.      REMUNERATION

6.1     During the Appointment, as remuneration for his services hereunder, the
        Executive shall be paid a fixed salary at the rate of $100,000 per
        annum or such higher rate as may from time to time be agreed. Such
        salary shall be inclusive of any fees or remuneration which he would
        otherwise be entitled to receive from the Company or any associated
        Company (save as otherwise provided in clause 3.2(a)) and shall be
        payable by bank credit transfer in equal monthly instalments in arrears
        on or before the last working day of each calendar month.

6.2     In addition to the said salary the Executive shall be entitled to
        participate in:

        (a)    any RE Group Bonus Scheme (in accordance with the rules thereof
               for the time being) and may also receive bonuses under the RE
               Super Profit Bonus Scheme (in accordance with the rules thereof
               for the time being) in each case subject to the compensation
               committee of the holding company approving in advance the amount
               of bonus to be paid to the Executive under the above Schemes; and

        (b)    any discretionary or other bonus scheme from time to time in
               force in the Company's holding company applicable to persons of
               his status

        save that in respect of each calendar year between the Commencement Date
        and the Variation Date (as defined in clause 2.4) the Executive shall be
        entitled to receive a bonus of not less than $20,000 ("the Minimum
        Bonus").

        The Executive acknowledges and accepts the amendment of the rules of the
        RE Group Bonus Scheme and the RE Super Profit Bonus Scheme so that the
        aggregate amount of the Profit Allocation as defined in and under the RE
        Group Bonus Scheme and the Super Profit Allocation as defined in and
        under the RE Super Profit Bonus Scheme shall not exceed 40% Gross
        Profits as defined in the above Schemes for the calender year 1998 and
        the amendment of the definition of Gross Profits. The Executive
        acknowledges that subject to the Minimum Bonus provisions his bonus
        entitlement for the calendar year commencing 1st January 1999 and each
        subsequent year shall be subject to the absolute discretion of the Board
        which may amend, discontinue or vary any such Schemes. The Executive
        shall have no entitlement to receive bonuses except as provided in this
        clause 6.2.

6.3     No provision of benefits on retirement (including annuities) will be
        made by the Company for the Executive. There is therefore no
        contracting-out certificate in force under the Pension Schemes Act 1993
        in respect of this Employment.


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                                       7


6.4     The Executive shall be entitled to participate in such permanent health
        insurance, life assurance and medical expenses insurance schemes as the
        Company shall from time to time maintain for the benefit of executives
        of the seniority of the Executive subject to their terms and conditions
        from time to time in force provided that the benefits to be so provided
        shall not be less than the benefits provided on the date of this
        agreement.

6.5     The Company shall pay to the Executive in each year a car allowance such
        as the Board shall fairly and reasonably determine provided that such
        car allowance shall not in any event be less than the greater of 
        $15,500 and the amount provided for other executive directors of the
        Company.

6.6     The Company shall also provide the Executive with a motor car of a make
        and model of his choice and commensurate, in the reasonable opinion of
        the Board, with his position as chairman of the Company, for his
        business and personal use (but available for use from time to time by
        others with the chairman's permission) and shall also provide a driver
        and a secretary to assist the Executive in his duties as chairman of the
        Company at a cost which shall be no less than the amount budgeted for
        the current financial year of the Company as attached at Schedule 3.

6.7     The Company shall bear the cost of insuring, testing, taxing, repairing
        and maintaining such motor car and shall reimburse the Executive for the
        cost of fuel consumed during business and private use of such motor car.

7.      EXPENSES

        The Executive shall be entitled to be repaid all reasonable travelling,
        hotel, entertainment and other expenses properly authorised by the Board
        and incurred in or about the performance of the duties hereunder, which
        expenses shall be evidenced in such manner as the Company may specify
        from time to time provided that the maximum amount available for the
        Executive for such expenses shall not be less than the amount budgeted
        for in the current financial year of the Company in respect thereof to
        the extent referred to in Schedule 3 and otherwise as historically
        budgeted for by the Company in relation to such expenses and additional
        allowance shall be made for expenses for intercontinental travel
        including to the United States.

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                                       8


8.      CONFIDENTIAL INFORMATION

8.1     The Executive shall not use or divulge or communicate to any person
        other than with proper authority any of the trade secrets or other
        confidential information of or relating to the Company or any of the
        Group Companies (including but not limited to details of customers,
        potential customers, consultants, suppliers, potential suppliers,
        designs, product details, future product details, prices, discounting
        arrangements, specific product applications, existing trade
        arrangements, terms of business and those in the course of negotiation,
        operating systems, pricing and fee structures, financial information,
        inventions, research and development activities and which he may have
        created, developed, received or obtained while in the service of the
        Company or any of the Group Companies. This restriction shall cease to
        apply with respect to any information, confidential report or research
        which comes into the public domain other than as a result of the
        Executive being in breach of his obligations under this clause.

8.2     The Executive shall not during the Appointment make otherwise than for
        the benefit of the Company any records (whether recorded on paper,
        computer memory or discs or otherwise) relating to any matter within the
        scope of the business of the Company or any of the Group Companies or
        concerning any of its or their dealings or affairs nor during the
        Appointment or thereafter use or permit to be used any such records
        otherwise than for the benefit of the Company it being agreed by the
        parties that all such records (and copies thereof) in the possession or
        control of the Executive shall be the property of the Company and shall
        be handed over by the Executive to the Company from time to time and on
        demand and in any event upon the termination of the Appointment.

8.3     The Executive shall not during the Appointment speak in public or write
        any article for publication on any matter connected with or relating to
        the business of the Company or any of the Group Companies without first
        obtaining the approval of the Board.

9.      INVENTIONS AND CREATIVE WORKS

9.1     The Executive acknowledges that because of the nature of his duties and
        the particular responsibilities arising as a result of such duties which
        he owes to the Company and the Group Companies he has a special
        obligation to further the interests of the Company and the Group
        Companies. In particular the duties of the Executive shall include
        reviewing the products and services of the Company and Group Companies
        with a view to improving them by new and/or original ideas and
        inventions and implementing such improvements.

9.2     The Executive shall promptly disclose to the Company any idea, invention
        or work which is relevant to or capable of use in the business of the
        Company or any of the Group Companies made by the Executive in the
        course of his employment whether or not in the course of his duties. The
        Executive acknowledges that the intellectual property rights subsisting
        or which may in the future subsist in any such ideas, inventions or
        works created by him in the course of his employment will, on creation,
        vest in and be the exclusive property of the Company and where the same
        does not automatically vest as aforesaid, the Executive shall assign the
        same to the Company (upon the request and at the cost of the Company).
        The Executive hereby irrevocably waives any rights which he 

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                                       9


        may have in any such ideas, inventions or works which are or have been
        conferred upon him by chapter IV of part I of the Copyright, Designs and
        Patents Act 1988 headed "Moral Rights".

9.3     The Executive hereby irrevocably appoints the Company to be his attorney
        in his name and on his behalf to execute and do any such instrument or
        thing and generally to use his name for the purpose of giving to the
        Company or its nominee the full benefit of the provisions of this clause
        10 and acknowledges in favour of any third party that a certificate in
        writing signed by any Director or Secretary of the Company that any
        instrument or act falls within the authority hereby conferred shall be
        conclusive evidence that such is the case.

10.     RESTRICTIONS AFTER TERMINATION

10.1    The Executive acknowledges that he is to receive valuable consideration
        in connection with the sale of the issued share capital of the Company
        to Insignia Financial Group Inc, a substantial consideration being paid
        to the Executive and other former shareholders of the Company in
        connection with the goodwill of the Company. The Executive acknowledges
        and agrees that the covenants set out below are reasonably necessary for
        the proper protection of the legitimate business interests of the
        Company. The Executive covenants to the Company (for itself and as
        trustee for each of the Group Companies) that he shall not for the
        following periods after the termination of the Appointment howsoever
        arising (but excluding repudiatory breach of this agreement by the
        Company) directly or indirectly, either alone or jointly with or on
        behalf of any person, firm, company or entity and whether or his own
        account or as principal partner, shareholder, director, employee,
        consultant or in any other capacity whatsoever:

        (a)    for 12 months following termination in the Relevant Territory and
               in competition with the Company or any of the Relevant Group
               Companies engage, assist or be interested in any undertaking
               which provides services similar to those provided by the Company
               or any of the Relevant Group Companies in the 12 months prior to
               termination and with which the Executive was concerned in the
               said period of 12 months;

        (b)    for 12 months following termination in the Relevant Territory
               solicit or interfere with or endeavour to entice aware from the
               Company or any of the Relevant Group Companies any person, firm,
               company or entity who was a client of the Company or any of the
               Relevant Group Companies in the 12 months prior to termination
               and with whom the Executive was concerned or had personal contact
               in the said period of 12 months;

        (c)    for 12 months following termination in the Relevant Territory be
               concerned with the supply of services to any person, firm,
               company or entity which was a client of the Company or any of the
               Relevant Group Companies in the 12 months prior to termination
               where such services are identical or similar to or in competition
               with those services supplied by the Company or any of the
               Relevant Group 

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                                       10


               Companies in the said 12 month period, with which supply the
               Executive was concerned in the said period of 12 months;

        (d)    for 12 months following  termination offer to employ or engage 
               or solicit the employment or engagement of any person who
               immediately prior to the date of termination was a senior
               employee or consultant of the Company or any of the Relevant
               Group Companies and with whom the Executive had significant
               working contact in the 12 months prior to termination (whether or
               not such person would commit any breach of their contract of
               employment or engagement by reason of leaving the service of such
               company); and

        (e)    represent himself as being in any way connected with or
               interested in the business of the Company or any of the Relevant
               Group Companies.

10.2    Each of the obligations contained in this clause constitutes an entire
        separate and independent restriction on the Executive, despite the fact
        that they may be contained in the same phrase and if any part is found
        to be unenforceable the remainder will remain valid and enforceable.

10.3    While the restrictions are considered by the parties to be fair and
        reasonable in the circumstances, it is agreed that if any such
        restrictions should be judged to be void or ineffective for any reason
        but would be treated a valid and effective if part of the wording
        thereof were deleted or the periods thereof reduced or the area thereof
        reduced in scope, the said restrictions shall apply with such
        modifications as will be necessary to make them valid and effective.

10.4    The Executive agrees that he will at the request and cost of the Company
        enter into a direct agreement with any of the Group Companies under
        which he will accept restrictions corresponding to the restrictions
        contained in this clause (or such as will be appropriate in the
        circumstances) in relation to such Group Company.

10.5    The provisions of this clause will not prevent the Executive from
        holding an Investment.

10.6    For the purposes of this clause:

        (a)    a "Relevant Group Company" means any of the Group Companies for
               which the Executive has performed services or in which he has
               held office during the 12 months immediately preceding
               termination and, if applicable, their predecessors in business
               during such 12 month period; and

        (b)    "Relevant Territory" means the United Kingdom.


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                                       11


11.     TERMINATION BY EVENTS OF DEFAULT

        The Appointment shall be subject to summary termination at any time by
        the Company by notice in writing if the Executive shall have committed
        any serious breach or (after warning in writing) any repeated or
        continued material breach of the obligations hereunder or shall have
        been guilty of any act of dishonesty or serious misconduct or shall be
        declared bankrupt or shall compound with his creditors. Any delay by the
        Company in exercising such right to termination shall not constitute a
        waiver thereof.

12.     INCAPACITY

12.1    The Company shall continue to pay the Executive's salary and other
        contractual entitlements to remuneration during any period of absence on
        medical grounds up to a maximum of 24 consecutive months provided that
        the Executive shall from time to time if required supply the Company
        with medical certificates covering any period of sickness or incapacity
        exceeding 7 days (including weekends).

12.2    Payment of the salary and other remuneration pursuant to clause 12.1
        shall be inclusive of any Statutory Sick Pay to which the Executive may
        be entitled.

12.3    If the Executive's absence shall be occasioned by the actionable
        negligence of a third party in respect of which damages are recoverable,
        then all remuneration paid hereunder shall constitute loans to the
        Executive who shall:

        (a)    forthwith notify the Company of all the relevant circumstances
               and of any claim, compromise, settlement or judgement made or
               awarded in connection therewith;

        (b)    if the Company so requires refund to the Company such sum as the
               Company may determine not exceeding the lesser of:

               (i)  the amount of damages recovered by him under such
                    compromise, settlement or judgement in respect of his loss
                    of earnings as an Executive hereunder; and

               (ii) the sums advanced to him in respect of the period of
incapacity.

        In either case after deducting the amount of all professional costs
        incurred by the Executive in connection with the action or negligence of
        such third party.

13.     OBLIGATIONS UNDER TERMINATION

        Upon the termination of the Appointment howsoever arising the Executive
shall:

13.1    at any time and from time to time thereafter upon the request of the
        Company, resign without claim for compensation from:


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                                       12


        (a)    all offices held in the Company or any of the Group Companies; 
               and

        (b)    any office in any other company acquired by reason of or in
               connection with the Appointment;

13.2    deliver to the Board all documents (including, but not limited to,
        correspondence, lists of clients or customers, notes, memoranda, plans,
        drawings and other documents of whatsoever nature and all copies
        thereof) made or complied or acquired by the Executive during the
        Appointment and concerning the business finances or affairs of the
        Company or any of the Group Companies or clients.

14.     RECONSTRUCTION AND AMALGAMATION

        If at any time the Executive's employment is terminated in connection
        with any reconstruction or amalgamation of the Company or any of the
        Group Companies whether by winding up or otherwise and the Executive
        receives an offer on terms which (considered in their entirety) are not
        less favourable to any material extent than the terms of this agreement
        from a company involved in or resulting from such reconstruction or
        amalgamation the Executive shall have no claim whatsoever against the
        Company or any such company arising out of or connected with such
        termination.

15.     NOTICES

        Any notice to be given hereunder shall be in writing. Notices may be
        given by either party by personal delivery or post or by fax addressed
        to the other party at (in the case of the Company) its registered office
        for the time being and (in the case of the Executive) his last known
        address and any such notice given by letter of fax shall be deemed to
        have been served at the time at which the letter was delivered
        personally or transmitted or if sent by post would be delivered in the
        ordinary course of post.

16.     PREVIOUS CONTRACTS

16.1    This agreement contains the entire agreement relating to the Executive's
        employment with the Company and is in substitution for and replaces any
        previous contract of service between the Company or any of the Group
        Companies and the Executive which shall be deemed to have been
        terminated by mutual consent as from the commencement of the Appointment
        and the Executive hereby waives with effect from the Commencement Date
        any and all claims which he may have arising out of or in connection
        with any such previous contract of service excluding (i) any claim which
        the Executive may have under the RE Group Bonus Scheme or the RE Super
        Profit Bonus Scheme in respect of his accrued rights for the period 2
        May 1997 to 31 December 1997 and (ii) any claim for expenses reasonably
        incurred by him in the performance of his duties under his previous
        contract of service.

16.2    The Executive hereby warrants and represents to the Company that he will
        not, in entering into this agreement or carrying out his duties
        hereunder, be in breach of any 

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                                       13


        terms of employment whether express or implied or any other obligation 
        binding upon him.

17.     PROPER LAW

        This agreement shall be governed and construed in all respects in
        accordance with English law.

18.     CONSTRUCTION

18.1    The headings in this agreement are inserted for convenience only and
        shall not affect its construction.

18.2    Any reference to a statutory provision shall be construed as a reference
        to any statutory modification or re-enactment thereof (whether before or
        after the date hereof) for the time being in force.

19.     STATUTORY INFORMATION AND SCHEDULE 1

        Schedule 1 hereto (in addition to this agreement) constitutes a written
        statement as at the date hereof of the terms of employment of the
        Executive in compliance with the provisions of the Employment Rights Act
        1996; it does not form part of the contract of employment and may be
        varied by the Company by notice in writing to the Executive of any
        changes applicable to his employment.

20.     EXCLUSION OF CLAIMS

        The Executive hereby agrees to exclude any right to a redundancy payment
        pursuant to Part XI of the Employment Rights Act 1996 and to exclude any
        claim in respect of the dismissal being unfair pursuant to Part X of the
        said Act on the termination of the Appointment in accordance with the
        terms hereof.

21.     INDEMNITY

        The Company agrees to indemnify the Executive against any and all
        liabilities he may incur as a result of carrying out his duties
        hereunder save in circumstances where the Executive has committed an act
        of default under clause 12 above (including by way of example any act of
        wilful misconduct or gross negligence).

IN WITNESS whereof this agreement has been executed as a deed on the date first
before written


<PAGE>
                                       14


                                   SCHEDULE 1


1.      The Executive has been continuously in the employment of the Company
        (including reckonable service with any of the Group Companies) since 1
        May 1997.

2.      Rate of remuneration and the intervals at which it is paid are contained
        in clause 6.

3.      There are no specific terms and conditions relating to hours of work
        except as provided in clause 3.1.

4.      The terms and conditions relating to holidays are contained in clause 4
        and those relating to sickness are contained in clause 12.

5.      Particulars as to the length of Appointment are contained in clause 2.

6.      Particulars as to the work for which the Executive is employed are
        contained in clause 3.

7.      There are no disciplinary rules applicable to the Executive except as
        provided in this agreement and if the Executive is dissatisfied with any
        disciplinary decision he should apply orally or in writing to the Board.

8.      Any application for the purpose of seeking redress of any grievance
        relating to the Executive's employment should be made either orally or
        in writing to the managing director of the Company and if still
        unresolved after ten days to the Board.

9.      A contracting-out certificate is not in force in respect of the
        Executive's employment.

10.     Details of the Executive's work outside the UK are contained in 
        clause 3.2.

<PAGE>

                                       15



                                   SCHEDULE 2
                        (EXECUTIVE'S PERMITTED INTERESTS)

1       DIRECTORS IN:

        Ashfern Developments Limited
        New Sadlers Wells Limited
        Pillarcaisse PLC
        BPC Limited

2       SHAREHOLDINGS IN:

        REI Limited
        Ashfern Developments Limited


<PAGE>
                                       16


                                   SCHEDULE 3
                             (BUDGETED EXPENDITURE)

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
                           ANDREW            CHRIS             DAVID
                           HUNTLEY           BOYCE             NEWTON           TOTAL
--------------------------------------------------------------------------------------------
<S>                     <C>              <C>                 <C>              <C>

  Minimum Salary           150,000          32,000             20,000          202,000
 subject to annual
review upward only
--------------------------------------------------------------------------------------------
      Bonuses            To qualify       To qualify         To qualify
                         under REGL       under REGL         under REGL
--------------------------------------------------------------------------------------------
      Pension           Included in      Within REGL         Within REGL
                           above         Group Scheme        Group Scheme
                                            11.5%                10%
                                            3,680              2,000            5,680
--------------------------------------------------------------------------------------------

     Overtime                                                 5,000             5,000
--------------------------------------------------------------------------------------------

     NIC - 10%            15,000            3,200             2,000            20,200
--------------------------------------------------------------------------------------------

  Temporary Staff         2,500                                                 2,500
--------------------------------------------------------------------------------------------

      Medical          PPP Level A       PPP Level C
                      Married Couple         194                                 876
                           682
--------------------------------------------------------------------------------------------

 Permanent Health          300                                                   300
--------------------------------------------------------------------------------------------

  Life Assurance          1,000                                                 1,000
--------------------------------------------------------------------------------------------

   Car Park               4,500                               4,500             9,000
--------------------------------------------------------------------------------------------

 Car Allowance -         15,500                                                15,500
    Personal
--------------------------------------------------------------------------------------------

Car Allowance                                                 15,000           15,000
  - Group
--------------------------------------------------------------------------------------------

 Car Running
Costs - Group                                                  5500              5500
--------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


                                       17



Signed by [                     ]     )
duly authorised for and on behalf of  )
RICHARD ELLIS GROUP                   )
LIMITED in the presence of:           )      /s/Alan C. Froggatt
                                             -----------------------------
                                             Director
       




Signed as a Deed by the said          )
ANDREW JOHN MACK                      )
HUNTLEY in the presence of:           )     /s/Andrew J. M. Huntley
                                            ------------------------------