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                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT


        This Amended and Restated Employment Agreement (this "Agreement") is
entered into as of December 23, 1998, by and between INSIGNIA FINANCIAL GROUP,
INC., a Delaware corporation with an office at 200 Park Avenue, New York, New
York 10166 (the "Company"), and ADAM B. GILBERT, an individual residing at 60
Cowdin Circle, Chappaqua, New York 10514 (the "Executive").

        WHEREAS, the Company and the Executive are parties to that certain
Employment Agreement dated as of September 18, 1998 (the "Original Agreement");
and

        WHEREAS, the Company and the Executive each desires to make certain
amendments to the Original Agreement in order to clarify certain of the
provisions thereof;

        NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Executive hereby agree that the Original
Agreement is hereby amended and restated to read in its entirety 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 September
18, 1998 (the "Commencement Date") and ending on December 31, 2001 (the
"Expiration Date"), subject to earlier termination as set forth herein (such
period, as it may be so terminated, being referred to herein as the "Employment
Period").

        SECTION 2.    DUTIES AND SERVICES.

        (a) OFFICES. During the Employment Period, the Executive shall serve as
Executive Vice President-Legal, Secretary and General Counsel of the Company,
with principal responsibility for the Company's legal affairs. In addition, at
the request of the Company, the Executive shall serve as an officer and/or
director of one or more subsidiaries of the Company. In the performance of his
duties hereunder, the Executive shall report to and shall be responsible 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 200 Park Avenue, New York, New York, or at such other
location in New York, New York as the Company may reasonably request. The
Company shall provide the Executive with an 


<PAGE>

appropriate office, an executive secretary reasonably acceptable to him and 
other reasonable support appropriate to his duties hereunder.

        (c) PRIMARY RESPONSIBILITIES. During the Employment Period, the
Executive shall (i) have such appropriate and lawful responsibilities assigned
to him by the Chief Executive Officer and/or the Board of Directors of the
Company, and (ii) comply with all lawful written policies and procedures of the
Company.

        (d) OTHER ACTIVITIES. The Executive may (i) devote reasonable time to
the management of his personal financial affairs and (ii) to the extent that he
may do so without unduly interfering with his duties at the Company, participate
on boards of directors of other enterprises which do not directly or indirectly
compete with the Company; provided, however, that (x) the Executive shall not
join the board of directors of any public company without first obtaining the
approval of the Chief Executive Officer of the Company and (y) the Executive
shall give prompt notice of his election or appointment to any other board of
directors, whether of a private for-profit company or any not-for-profit
company, to the Chief Executive Officer of the Company. The Executive may retain
any compensation paid to him for such service.

        SECTION 3. COMPENSATION. Except as otherwise provided herein, as full
compensation for the Executive's services under this Agreement, the Company
shall pay, grant, issue or give, as the case may be, to the Executive the
following compensation and benefits:

        (a) BASE SALARY. Subject to the provisions of Section 6, an annual base
salary ("Base Salary") at the rate of $360,000 per annum, payable in cash in
accordance with the customary executive payroll policy of the Company as in
effect from time to time; provided, however, that the Base Salary may be
increased by action of the Board of Directors of the Company or the Compensation
Committee thereof (the "Compensation Committee").

        (b) ANNUAL BONUS. An annual discretionary bonus ("Bonus"), the amount,
if any, of which shall be determined by the Board of Directors of the Company or
the Compensation Committee, and which shall be paid to the Executive, with
respect to any given fiscal year of the Company, before the expiration of 74
days after the end of such fiscal year.

        (c) 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 and/or to senior
executives 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.

        (d) EXPENSE REIMBURSEMENT. Reimbursement of the Executive for all
out-of-pocket expenses reasonably incurred by him in connection with the
performance of his duties hereunder, including without limitation (i)
professional activities and membership fees and dues relating to 


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professional organizations of which the Executive currently is a member or is
directed in writing to be a member by the Board of Directors, Chief Executive
Officer or President of the Company, (ii) expenses required for licensing of the
Executive and (iii) cellular phone expenses, all upon the presentation of
appropriate documentation therefor in accordance with the then regular
procedures of the Company.

        (e) VACATIONS, ETC. Twenty (20) paid vacation days per year on a
non-cumulative basis; and leaves-of-absence in accordance with the regular
procedures of the Company governing senior officers in existence from time to
time.

        SECTION 4. EXTRAORDINARY EVENT.

        (a) DEFINED. As used herein, "Extraordinary Event" shall mean the
cessation of Andrew L. Farkas to serve as either the Chairman of the Board of
Directors of the Company or an executive officer of the Company for any reason
effective simultaneously with or within one year following a merger,
consolidation, asset sale or other similar transaction involving the Company .

        (b) EXTRAORDINARY EVENT BONUS. Within ten business days after the
occurrence of an Extraordinary Event, the Company shall, regardless of whether
the Executive elects to convert this Agreement into a consulting agreement
pursuant to Section 4(c), pay to the Executive an amount in cash equal to 100%
of the Base Salary then in effect. In addition, if the Executive elects to
convert this Agreement into a consulting agreement pursuant to Section 4(c),
then: (i) within ten business days after the effective date of such election,
the Company shall pay to the Executive an amount in cash equal to the product of
(x) the number of days that have elapsed from and including the first day of the
fiscal year in which such Extraordinary Event occurred, multiplied by (y) the
amount of Bonus paid to the Executive by the Company (or bonus paid by Insignia,
if applicable) in respect of the fiscal year immediately preceding the fiscal
year in which such Extraordinary Event occurred, multiplied by (z) 0.00274; and
(ii) upon the effective date of such election, all stock options, shares of
restricted stock and other awards granted under or otherwise subject to the 1998
Stock Incentive Plan of the Company (the "Company Stock Plan") then held by the
Executive will fully, immediately and automatically vest and be exercisable as
and to the extent permitted by the Company Stock Plan, and all promote,
participation and other similar contractual interests not subject to the Company
Stock Plan then held by the Executive will fully, immediately and automatically
vest (i.e., no longer be subject to forfeiture for any reason), notwithstanding
any provisions to the contrary in the applicable governing agreements or other
instruments pursuant to which such interests were granted to the Executive (it
being the intent of the parties that any such contrary provisions are overridden
and superceded hereby).

        (c) CONVERSION TO CONSULTING AGREEMENT. During the 120-day period
following the occurrence of an Extraordinary Event, the Executive shall have the
right, in his sole discretion, to elect in writing to convert this Agreement
into a consulting agreement, whereupon: (i) the Executive will cease to be an
employee of the Company and shall resign all officer and other positions with
the Company and its subsidiaries; (ii) the Executive shall be required, through
the Expiration Date, to consult with respect to the assets, liabilities and
transactions of the Company as 


                                      -3-
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they existed immediately before such Extraordinary Event, such consultation to
be at the reasonable times convenient to the Executive on no less than five
business days' notice, but in no event for more than five days or portions of a
day in any calendar month, the parties recognizing that the Executive during the
consulting period likely will have significant other business interests; and
(iii) the terms of this Agreement (including all rights of the Executive
hereunder as to salary, bonus, reimbursements, payments and health and other
benefits) shall continue unabridged through the Expiration Date, except that (1)
Section 2 hereof will be superseded by this Section 4(c) and (2) references
herein to the "employment" of the Executive shall be deemed to be references to
the consultancy by the Executive.

        SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE EXECUTIVE AND 
THE COMPANY; KEY PERSON INSURANCE.

        (a) The Executive represents and warrants to the Company as follows:

               (i) 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

               (ii) He is under no physical or mental disability that would
        hinder his performance of duties under this Agreement.

        (b) The Company represents and warrants to the Executive that the
execution and delivery of this Agreement by the Company has been duly approved
by the Board of Directors of the Company or the Compensation Committee.

        (c) The Executive agrees to cooperate with the Company, upon request, in
connection with the obtaining by the Company of a key person insurance policy
upon the life of Executive. The Executive is not aware of any fact or
circumstance which would preclude the Company from obtaining such insurance, and
the Executive has not heretofore been declined by an insurance company or
provider for life insurance.

        SECTION 6. NON-COMPETITION AND NON-SOLICITATION; CONFIDENTIALITY.

        (a)    NON-COMPETITION AND NON-SOLICITATION.

               (i) In view of the unique and valuable services it is expected
        the Executive will render to the Company and its Subsidiaries (as
        hereinafter defined), the Executive's knowledge of the customers, trade
        secrets and other proprietary information relating to the business of
        the Company and its customers and suppliers, and similar knowledge
        regarding Subsidiaries of the Company it is expected the Executive will
        obtain, the Executive agrees that, through and including the Expiration
        Date plus any additional period during which the Executive is employed
        by the Company, he will not compete with or be engaged in the same
        business as, or "Participate In" (as hereinafter defined) any other
        business or 


                                      -4-
<PAGE>

        organization which competes with or is engaged in the same business as
        the Company or any of its Subsidiaries, with respect to any product or
        service sold or activity engaged in by the Company or any Subsidiary of
        the Company in any geographical area in which, at the time of such
        expiration or cessation, such product or service is sold or activity is
        engaged in by the Company or any Subsidiary of the Company; provided,
        however, that the provisions of this Section 6(a)(i) shall not be
        interpreted to preclude the Executive, at any time and from time to
        time, from (1) Participating In any other organization if approved by
        the Board of Directors of the Company, or (2) owning not more than five
        percent (5%) of the outstanding capital stock of any publicly-traded
        entity. The terms "Participate In" and "Participating In" mean "directly
        or indirectly, for his own benefit or for, with or through any other
        person, own or owning, manage or managing, operate or operating, control
        or controlling, loan money to or lending money to, or participate in or
        participating in, as the case may be, the ownership, management,
        operation or control of, or be connected or being connected, as the case
        may be, as a director, officer, employee, partner, consultant, agent,
        independent contractor or otherwise, or acquiesce or acquiescing, as the
        case may be, in the use of his name in." The term "Subsidiary" means
        "any entity actually directly or indirectly controlled by the Company or
        of which the Company directly or indirectly owns (in the aggregate) in
        excess of 20% of the outstanding voting or economic interests."

               (ii) In recognition of the close personal contact the Executive
        will have with the Company's and its Subsidiaries' trade secrets,
        confidential information, records and business relationships, and the
        position of trust in which the Company will hold the Executive, the
        Executive covenants and agrees that for so long as the Executive is
        employed by the Company, and for a period lasting for two (2) years
        following the later of the date on which the Executive's employment with
        the Company ceases for any reason or the Expiration Date, the Executive
        will not, either for himself or as an officer, director, employee,
        agent, representative, independent contractor or in any other
        relationship to any person, partnership, corporation or other entity
        (other than the Company and its Subsidiaries), (A) directly or
        indirectly interfere with or disturb, or seek to interfere with or
        disturb, any contractual relation in favor of the Company or any of its
        Subsidiaries or (B) solicit, directly or indirectly, including by
        assisting others, business from any customer or client of the Company of
        any of its Subsidiaries 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 such customer or client. For
        purposes of this Agreement, the Executive shall be deemed to have had
        "Material Contact" with a customer or client of the Company or a
        Subsidiary (x) with whom the Executive actually dealt, or (y) whose
        dealings with the Company or Subsidiary were handled, coordinated or
        supervised by the Executive, or (z) about whom the Executive obtained
        confidential information in the ordinary course of business through the
        Executive's association with the Company or the Subsidiary.

               (iii) The Executive covenants and agrees that, for a period of
        two (2) years following the later of the Commencement Date or 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 of any of 


                                      -5-
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        its Subsidiaries (other than the Executive's personal secretary), to
        leave his or her employ for the employ of a person or entity which
        directly or indirectly competes with the Company or of any of its
        Subsidiaries unless and until he or she (A) has been terminated by the
        Company or a Subsidiary other than for cause or (B) has not been
        employed by the Company or any of its Subsidiaries for a period of two
        (2) years.

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

        (b) CONFIDENTIALITY. The Executive covenants and agrees that he shall
not publish, disclose or make accessible by him to any other person, either
during or after the cessation of his employment, or use except during his
employment with the Company in the business and for the benefit of the Company
and its Subsidiaries, any 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 relating to the business of
the Company or any of its Subsidiaries or of any customer or supplier of 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. Upon demand therefor,
the Executive shall return all tangible evidence of such confidential
information to the Chief Executive Officer of the Company (or his designee)
prior to or at the cessation of his employment.

        (c) INTERPRETATION AND ENFORCEMENT. The Executive acknowledges and
agrees that a breach of the provisions of this Section 6 could not adequately be
compensated by money damages, and, therefore, 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 further acknowledges and
agrees that the provisions of this Section 6 are necessary and reasonable to
protect the Company and its Subsidiaries in the conduct of their 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 provision
hereof, and in its reduced form such restriction or other provision 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 any such breach or threatened breach.


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        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 as a result of a single or related
        series of illnesses or conditions for a period of 100 consecutive days.

               (iii) ESTATE. As used herein, the term "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 or the Executor
        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 (A) 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
        (after notice to the Executive and an opportunity for the Executive
        and/or his representative to appear before the Board of Directors of the
        Company) that termination of this Agreement is necessary by reason of
        (1) the conviction of the Executive of a felony under state or federal
        law, or the commission by the Executive an act of employment
        discrimination or sexual harassment under state or federal law, or the
        failure by the Executive to observe any policy of the Company set forth
        in a written policy manual or handbook, as amended from time to time,
        (2) the continued breach by the Executive of any provision of this
        Agreement for a period of thirty (30) days after written notice of such
        breach is given to the Executive by the Company, including gross
        negligence in the performance by the Executive of his duties or
        responsibilities hereunder, (3) the failure by the Executive to comply
        with any lawful directive of the Board of Directors or the Chief
        Executive Officer of the Company, which failure continues for ten (10)
        days after written notice thereof is given to the Executive, (4) a
        material violation of any provision of Section 5 of this Agreement by
        the Executive, (5) the taking by the Executive of any action on behalf
        of the Company or any of its Subsidiaries without the possession by the
        Executive of the appropriate authority to take such action (other than
        as a result of innocent error), (6) the taking by the Executive of any
        action that the Executive knows to be in conflict of interest with the
        Company or any of its Subsidiaries given the Executive's position with
        the Company and its Subsidiaries, or (7) the usurpation by the Executive
        of an opportunity that the Executive knows to be a corporate opportunity
        of the Company or any of its Subsidiaries; or (B) the voluntary
        cessation of employment by the Executive prior to the Expiration Date.

               (v) TERMINATION WITHOUT CAUSE. As used herein, "Termination
        Without Cause" shall mean any termination of the Executive's employment
        by the Company 


                                      -7-
<PAGE>

        hereunder other than as a result of a Termination For Cause, a Death
        Termination Event or a Disability Termination Event.

        (b) DEATH TERMINATION EVENT. Subject to the provisions of Section 9,
this Agreement shall terminate automatically upon the occurrence of a Death
Termination Event, whereupon (i) the Company will continue to pay to the Estate
the Base Salary, as then in effect, through the Expiration Date, and (ii) all
stock options, shares of restricted stock and other awards granted under or
otherwise subject to the Company Stock Plan then held by the Executive will
fully, immediately and automatically vest and be exercisable as and to the
extent permitted by the Company Stock Plan, and all promote, participation and
other similar contractual interests not subject to the Company Stock Plan then
held by the Executive will fully, immediately and automatically vest (i.e., no
longer be subject to forfeiture for any reason), notwithstanding any provisions
to the contrary in the applicable governing agreements or other instruments
pursuant to which such interests were granted to the Executive (it being the
intent of the parties that any such contrary provisions are overridden and
superceded hereby). In addition, if (i) an Extraordinary Event occurs within one
year after the occurrence of such Death Termination Event and (ii) a definitive
agreement relating to the specific merger, consolidation, asset sale or other
similar transaction (or relating to another substantially similar transaction)
which gave rise to such Extraordinary Event had been executed and delivered by
all parties thereto and was in effect at the time such Death Termination Event
occurred, then the Company shall pay to the Estate, within ten business days
after the occurrence of such Extraordinary Event, all amounts (without
duplication) to which the Executive would have been entitled pursuant to Section
4(b) assuming the Executive had made the election to convert this Agreement to a
consulting agreement pursuant to Section 4(c) immediately after the occurrence
of such Extraordinary Event.

        (c) DISABILITY TERMINATION EVENT. Subject to the provisions of Section
9, this Agreement shall terminate automatically upon the occurrence of a
Disability Termination Event, whereupon (i) the Company will continue to pay to
the Executive the Base Salary, as then in effect, through the Expiration Date,
and (ii) all stock options, shares of restricted stock and other awards granted
under or otherwise subject to the Company Stock Plan then held by the Executive
will fully, immediately and automatically vest and be exercisable as and to the
extent permitted by the Company Stock Plan, and all promote, participation and
other similar contractual interests not subject to the Company Stock Plan then
held by the Executive will fully, immediately and automatically vest (i.e., no
longer be subject to forfeiture for any reason), notwithstanding any provisions
to the contrary in the applicable governing agreements or other instruments
pursuant to which such interests were granted to the Executive (it being the
intent of the parties that any such contrary provisions are overridden and
superceded hereby). In addition, if (i) an Extraordinary Event occurs within one
year after the occurrence of such Disability Termination Event and (ii) a
definitive agreement relating to the specific merger, consolidation, asset sale
or other similar transaction (or relating another substantially similar
transaction) which gave rise to such Extraordinary Event had been executed and
delivered by all parties thereto and was in effect at the time such Disability
Termination Event occurred, then the Company shall pay to the Executive, within
ten business days after the occurrence of such Extraordinary Event, all amounts
(without duplication) to which the Executive would have been entitled pursuant
to Section 4(b) assuming the 


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Executive had made the election to convert this Agreement to a consulting 
agreement pursuant to Section 4(c) immediately after the occurrence of such 
Extraordinary Event.

        (d)    TERMINATION FOR CAUSE.

               (i) The Executive acknowledges and agrees that the Company shall
        have the absolute right to terminate the Executive for any of the
        reasons enumerated in Section 6(a)(iii)(A).

               (ii) Subject to the provisions of Section 9, this Agreement shall
        terminate automatically upon the occurrence of a Termination For Cause,
        whereupon (A) 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 (B) the Company shall be entitled to any and all remedies
        and damages available to it.

        (e) TERMINATION WITHOUT CAUSE. Subject to the provisions of Section 9,
this Agreement shall terminate automatically upon the occurrence of a
Termination Without Cause, whereupon (i) the Company shall: (1) continue to pay
the Base Salary, as then in effect, to the Executive until the Expiration Date,
in the same manner and at the same times as such Base Salary would have
otherwise been payable to the Executive had this Agreement not been terminated;
(2) within 90 days of the occurrence of such Termination Without Cause, pay to
the Executive an amount in cash equal to two times the amount of Bonus paid to
the Executive in respect of the fiscal year of the Company immediately preceding
the year in which such Termination Without Cause occurs; and (3) continue to
provide health, life and, to the extent permissible under the applicable plans,
disability insurance benefits to the Executive until the Expiration Date, which
benefits shall not at any time be less favorable than those which the Executive
would have received had he continued to be employed by the Company at such time
pursuant to this Agreement; provided, however, that if the Executive should
subsequently obtain employment from any source which provides such insurance
benefits to Executive at no out-of-pocket cost to him, then the benefits to be
provided to the Executive under this clause (3) shall be appropriately reduced
for so long as such subsequent employment continues and the Executive continues
to receive such benefits from such subsequent employer; and (ii) all stock
options, shares of restricted stock and other awards granted under or otherwise
subject to the Company Stock Plan then held by the Executive will fully,
immediately and automatically vest and be exercisable as and to the extent
permitted by the Company Stock Plan, and all promote, participation and other
similar contractual interests not subject to the Company Stock Plan then held by
the Executive will fully, immediately and automatically vest (i.e., no longer be
subject to forfeiture for any reason), notwithstanding any provisions to the
contrary in the applicable governing agreements or other instruments pursuant to
which such interests were granted to the Executive (it being the intent of the
parties that any such contrary provisions are overridden and superceded hereby).
In addition, if (i) an Extraordinary Event occurs within one year after the
occurrence of such Termination Without Cause and (ii) a definitive agreement
relating to the specific merger, consolidation, asset sale or other similar
transaction (or relating to another substantially similar transaction) which
gave rise to such Extraordinary Event had been executed and delivered by all
parties thereto and was in effect at the 



                                      -9-
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time such Termination Without Cause, then the Company shall pay to the
Executive, within ten business days after the occurrence of such Extraordinary
Event, all amounts (without duplication) to which the Executive would have been
entitled pursuant to Section 4(b) assuming the Executive had made the election
to convert this Agreement to a consulting agreement pursuant to Section 4(c)
immediately after the occurrence of such Extraordinary Event.

        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, the provisions of Sections 3 through 18 (inclusive) of this Agreement
shall survive any termination of this Agreement or cessation of the Executive's
employment hereunder through the later of (i) the Expiration Date or (ii) the
applicable period stated therein.

        SECTION 10. ENTIRE AGREEMENT; MODIFICATION; WAIVER. This Agreement sets
forth the entire understanding of the parties hereto with respect to the subject
matter hereof and supersedes all existing agreements between the parties
concerning such subject matter. This Agreement may be modified (or the
application of any provision hereof waived) only by a written instrument duly
executed by the party charged therewith.

        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 otherwise 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). 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 this 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 provision or any
other provision of this Agreement. Any waiver must be in writing and signed by
the party charged therewith.

        SECTION 13. BINDING EFFECT. The Executive's rights and obligations under
this Agreement are not 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
and of no effect. 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.


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        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. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of New York, without
reference to any otherwise applicable conflict of law provisions.

        SECTION 16. 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 which 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. No provision of this Agreement shall be interpreted in favor of, or
against, any party hereto by reason of the extent to which such party or its
counsel participated in the drafting hereof or by reason of the extent to which
any such provision is inconsistent with any prior draft hereof.

        SECTION 17. WAIVER OF TRIAL BY JURY. TO THE EXTENT PERMITTED BY
APPLICABLE LAW, EACH OF THE PARTIES TO THIS AGREEMENT HEREBY WAIVES ANY AND ALL
RIGHTS IT MAY HAVE 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 HEREIN 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 PARTY WILL CONTINUE TO RELY ON THIS WAIVER IN THE
RELATED FUTURE DEALINGS BETWEEN THE PARTIES. EACH PARTY HERETO FURTHER
REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL
AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING
SUCH 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.

        SECTION 18. AVAILABLE REMEDIES. The Executive acknowledges and agrees
that the Executive's employment hereunder was granted by the Company primarily
in reliance upon the covenants, agreements, duties, obligations and assurances
of the Executive contained herein, and in the event of a breach of any such
covenant, agreement, duty, obligation or assurance of the 


                                      -11-
<PAGE>

Executive, including a voluntary cessation by Executive of his employment
hereunder prior to the Expiration Date, (i) the Company and its Subsidiaries,
including their respective businesses and properties, would suffer irreparable
damage for which money damages alone would not adequately compensate the
Company, and (ii) the Company shall be entitled, in addition to any other
remedies and damages available to it, to obtain injunctive relief in the form of
a temporary injunction, permanent injunction, restraining order or other
comparable remedies in order to prevent or cease the violation of such covenant,
agreement, duty, obligation or assurance.

        SECTION 19. COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.



                                      -12-
<PAGE>


        IN WITNESS WHEREOF, each party hereto, intending to be legally bound,
has duly executed this Agreement as of the date first written above.



                                             INSIGNIA FINANCIAL GROUP, INC.


                                             By:  /s/ Frank M. Garrison
                                                  -----------------------------
                                                     Frank M. Garrison
                                                     Office of the Chairman



                                             EXECUTIVE


                                             /s/ Adam B. Gilbert
                                             ----------------------------------
                                             Adam B. Gilbert
                                             Executive Vice President




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