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                ASSIGNMENT OF LIMITED LIABILITY COMPANY INTEREST

         This Assignment of Limited Liability Company Interest (this
"Assignment") is entered into as of January 12, 2000 by and between [entity
name] ("Assignor"), and [name]("Assignee").


                               W I T N E S S T H :

         In order to provide a mechanism whereby Assignee will be entitled to
receive the percentage of Proceeds (defined below) set forth opposite Assignee's
name on Exhibit A attached hereto, Assignor desires to transfer to Assignee a
portion of Assignor's right, title and interest in and to Assignor's limited
liability company interest in [co-investment entity name] (the "LLC")
(including, without limitation, Assignor's rights to any proceeds, income, tax
credits, profits and distributions of the LLC), which interest is more
particularly described in that LLC Agreement of the LLC dated on or about
[_______] (the "LLC Agreement"), as amended (the "LLC Interest").

                                   AGREEMENTS

         For a good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as follows:

         1. Definition of "Proceeds". "Proceeds" as used herein, shall mean,
with respect to the LLC, any proceeds actually received by Assignor with respect
to the LLC after Assignor has received 100% of its original capital contribution
to the LLC, any additional capital contributions and any allocated costs plus a
return thereon equal to 10% per annum. In calculating Proceeds, any amounts to
which Insignia Financial Group, Inc. or any of its wholly owned affiliates 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, redevelopment or
development or redevelopment supervision, financing or refinancing or
disposition services, will be excluded from such calculation.

         2. Conveyance. Assignor hereby grants, assigns, and conveys to Assignee
all of Assignor's right, title and interest in and to a portion of Assignor's
LLC Interest equivalent in value to the percentage of Proceeds set forth
opposite Assignee's name on Exhibit A attached hereto.

         3. Effect of Transfer. Assignee acknowledges and agrees that he is not
being admitted to the LLC as a substitute member, but is merely an assignee of a
certain portion (as set forth in Exhibit A) of the economic benefits
attributable to the LLC Interest. Accordingly, Assignee hereby irrevocably and
unconditionally grants


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to Assignor a proxy to vote on his behalf with respect to any and all LLC
matters which Assignee would otherwise be entitled to vote upon as a result of
the transfers contained herein. Furthermore, Assignee agrees to be bound by each
of the terms and conditions contained in the LLC Agreement. Notwithstanding the
foregoing, Assignor shall remain solely responsible for the performance of all
obligations and duties previously attributed to the LLC Interest (including,
without limitation, the obligation to fund all additional capital contributions
associated with the LLC Interest) as if the assignments contained herein were
never effected.

         4. Forfeiture of Interest. Notwithstanding anything to the contrary
contained in this Assignment, Assignee hereby acknowledges and agrees that the
assignments contained herein are subject in all respects to the terms and
conditions set forth in that certain letter agreement between Assignee and
Insignia Financial Group, Inc. dated [______] ("Letter Agreement"). Without
limiting the generality of the foregoing, Assignee hereby acknowledges and
agrees that the assignment to it contained herein shall be automatically
rescinded and Assignee's right to participate in the Proceeds shall be
automatically forfeited upon a breach of the terms of or upon the occurrence of
any condition specified in its Letter Agreement.

         5. Legal Fees and Costs. If a party elects to incur legal expenses to
enforce or interpret any provision of this Assignment by judicial proceedings,
the prevailing party will be entitled to recover such legal expense, including,
without limitation, reasonable attorney's fees, costs and necessary
disbursements, in addition to any other relief to which such party be entitled.

         6. Entire Agreement; Amendment. This Assignment constitutes the entire
agreement, and supersedes all other prior agreements and understandings, both
oral and written, among the parties or any of them, with respect to the subject
matter hereof, and this Assignment is not intended to confer upon any person not
a party hereto any rights or remedies hereunder. This Assignment may not be
amended except by an instrument in writing signed by the parties hereto. This
Assignment may be executed in two or more counterparts, each and all of which
shall be deemed an original and all of which together shall constitute one and
the same instrument.

         7. Certain Interpretive Matters. No provision of this Assignment will
be interpreted in favor of, or against, any of the parties hereto by reason of
the extent to which any such party or its counsel participated in the drafting
thereof or by reason of the extent to which any such provision is inconsistent
with any prior draft hereof or thereof.

         8. Effective Date. This Assignment shall be effective as of the date
hereof.

         9. Governing Law; Binding Effect. This Assignment shall be governed by
South Carolina law and shall be binding upon and inure to the benefit of
Assignor and Assignee and their respective successors and assigns.

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Executed as of the date first written above.

              ASSIGNOR:                [name]

                                       By: [name], its managing member

                                           By:
                                              ------------------------------
                                              Name:
                                              Title:





              ASSIGNEE:
                                       Name:
                                            --------------------------------

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                                    EXHIBIT A

            ASSIGNEE                                    PROCEEDS

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

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