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                         REGISTRATION RIGHTS AGREEMENT
                                  by and among

                         INSIGNIA FINANCIAL GROUP, INC.

                                      and
                     THE INITIAL STOCKHOLDERS SPECIFIED ON

                           THE SIGNATURE PAGES HEREOF
                          Dated as of February 9, 2000


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     REGISTRATION RIGHTS AGREEMENT (this or the "Agreement") dated as of
February 9, 2000, by and among Insignia Financial Group, Inc., a Delaware
corporation (the "Company") and the Initial Stockholders specified on the
signature pages of this Agreement (the "Initial Stockholders").

                             W I T N E S S E T H :

     WHEREAS, the Company and the Initial Stockholders have entered into a
Stock Subscription Agreement, dated as of February 9, 2000 (such Stock
Subscription Agreement, as amended or otherwise modified from time to time, the
"Stock Subscription Agreement"), pursuant to which the Stockholders have agreed
to purchase Series A Convertible Preferred Stock from the Company in the
aggregate stated amount of $25 million.

     WHEREAS, each share of Convertible Preferred Stock ("Convertible Preferred
Stock") acquired pursuant to the Stock Subscription Agreement is convertible
into Common Shares (as defined below), and the Company has further agreed to
provide certain registration rights in respect of the Registrable Securities
(as defined below) on the terms and subject to the conditions set forth herein.

     NOW, THEREFORE, in consideration of the premises and of the mutual
agreements contained herein, and for other good and valuable consideration the
receipt and sufficiency of which is hereby acknowledged, and intending to be
legally bound hereby, the parties hereto agree as follows:

     1. DEFINITIONS. As used in this Agreement, the following terms shall have
the following meanings:

     "Affiliate" shall mean (i) with respect to any Person, any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such Person, and (ii) with respect to any individual, shall
also mean the spouse, sibling, child, stepchild, grandchild, niece, nephew or
parent of such Person, or the spouse thereof.

     "Blackout Period" shall have the meaning set forth in Section 2.7.

     "Common Shares" shall mean shares of common stock, par value $0.01 per
share, of the Company.

     "Company" shall have the meaning set forth in the preamble.

     "Convertible Preferred Stock" shall have the meaning set forth in the
recitals hereto.

     "Demand Registration" shall mean a registration required to be effected by
the Company pursuant to Section 2.1.

     "Demand Registration Statement" shall mean a registration statement of the
Company which covers the Registrable Securities requested to be included
therein pursuant to



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the provisions of Section 2.1 and all amendments and supplements to such
registration statement, including posteffective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference (or deemed to be incorporated by reference)
therein.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended
from time to time, and the rules and regulations thereunder, or any successor
statute.

     "Incidental Registration" shall mean a registration required to be
effected by the Company pursuant to Section 2.2.

     "Incidental Registration Statement" shall mean a registration statement of
the Company which covers the Registrable Securities requested to be included
therein pursuant to the provisions of Section 2.2 and all amendments and
supplements to such registration statement, including posteffective amendments,
in each case including the Prospectus contained therein, all exhibits thereto
and all material incorporated by reference (or deemed to be incorporated by
reference) therein.

     "Initial Stockholders" shall have the meaning set forth in the preamble.

     "Initiating Stockholders" shall mean, with respect to a particular
registration, the Stockholders who initiated the Request for such registration.

     "Inspectors" shall have the meaning set forth in Section 4.1(g).

     "Majority Stockholders" shall mean one or more Stockholders of Registrable
Securities who would hold a majority of the Registrable Securities then
outstanding.

     "Majority Stockholders of the Registration" shall mean, with respect to a
particular registration, one or more Stockholders of Registrable Securities who
would hold (or will hold upon conversion of the Convertible Preferred Stock) a
majority of the Registrable Securities to be included in such registration.

     "NASD" shall mean the National Association of Securities Dealers, Inc.

     "Offer" shall have the meaning set forth in Section 2.8(a).

     "Offeree" shall have the meaning set forth in Section 2.8(a).

     "Person" shall mean any individual, firm, partnership, corporation, trust,
joint venture, association, joint stock company, limited liability company,
unincorporated organization or any other entity or organization, including a
government or agency or political subdivision thereof, and shall include any
successor (by merger or otherwise) of such entity.

                  "Prospectus" shall mean the prospectus included in a
Registration Statement (including, without limitation, any preliminary
prospectus and any prospectus that includes any information previously omitted
from a prospectus filed as part of an effective registration

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statement in reliance upon Rule 430A promulgated under the Securities Act), and
any such Prospectus as amended or supplemented by any prospectus supplement,
and all other amendments and supplements to such Prospectus, including
posteffective amendments, and in each case including all material incorporated
by reference (or deemed to be incorporated by reference) therein.

     "Purchaser" shall have the meaning set forth in Section 2.8(a).

     "Registrable Securities" shall mean (i) any Common Shares issued or
issuable upon conversion of the Convertible Preferred Stock and (ii) any other
securities of the Company (or any successor or assign of the Company, whether
by merger, consolidation, sale of substantially all the assets or otherwise)
which may be issued or issuable with respect to, in exchange for, or in
substitution of, the Convertible Preferred Stock or the Registrable Securities
referenced in clause (i) above by reason of any dividend or stock split,
combination of shares, merger, consolidation, recapitalization,
reclassification, reorganization, sale of assets or similar transaction. As to
any particular Registrable Securities, such securities shall cease to be
Registrable Securities when (A) a registration statement with respect to the
sale of such securities shall have been declared effective under the Securities
Act and such securities shall have been disposed of in accordance with such
registration statement, (B) such securities are sold pursuant to Rule 144 (or
any similar provisions then in force) under the Securities Act, (C) such
securities have been otherwise transferred, a new certificate or other evidence
of ownership for them not bearing the legend restricting further transfer shall
have been delivered by the Company and subsequent public distribution of them
shall not require registration under the Securities Act, or (D) such securities
shall have ceased to be outstanding.

     "Registration Expenses" shall mean any and all expenses incident to
performance of or compliance with this Agreement by the Company and its
subsidiaries, including, without limitation, (i) all SEC, stock exchange, NASD
and other registration, listing and filing fees, (ii) all fees and expenses
incurred in connection with compliance with state securities or blue sky laws
and compliance with the rules of any U.S. stock exchange (including fees and
disbursements of counsel in connection with such compliance and the preparation
of a blue sky memorandum), (iii) all reasonable expenses of any Persons in
preparing or assisting in preparing, printing, distributing and mailing any
Registration Statement, any Prospectus, any underwriting agreements and
transmittal letters, (iv) the fees and disbursements of counsel for the
Company, (v) the fees and disbursements of Stockholders' Counsel to the extent
that such fees and expenses do not exceed $25,000, and (vi) the fees and
disbursements of all independent public accountants (including the expenses of
any audit and/or "cold comfort" letters) and the fees and expenses of other
Persons, including experts, retained by the Company; provided, however,
Registration Expenses shall not include discounts and commissions payable to
underwriters, selling brokers, dealer managers or other similar Persons engaged
in the distribution of any of the Registrable Securities; and provided further,
that in any case where Registration Expenses are not to be borne by the
Company, such expenses shall not include salaries of Company personnel or
general overhead expenses of the Company, auditing fees or other expenses for
the preparation of financial statements or other data normally prepared by the
Company in the ordinary course of its business.

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     "Registration Statement" shall mean any registration statement of the
Company which covers any Registrable Securities and all amendments and
supplements to any such Registration Statement, including posteffective
amendments, in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference (or deemed to be
incorporated by reference) therein.

     "Request" shall have the meaning set forth in Section 2.1(a).

     "S-3 Registration" shall mean a registration required to be effected by the
Company pursuant to Section 2.3(a).

     "SEC" shall mean the Securities and Exchange Commission, or any successor
agency having jurisdiction to enforce the Securities Act.

     "Securities Act" shall mean the Securities Act of 1933, as amended from
time to time, and the rules and regulations thereunder, or any successor
statute.

     "Shelf Registration" shall have the meaning set forth in Section 2.1(a).

     "Stockholders" shall mean each of the Initial Stockholders for so long as
such Person owns any Registrable Securities and such of its respective heirs,
successors and permitted assigns (including any permitted transferees of
Registrable Securities) who acquire or are otherwise the transferee of
Registrable Securities, directly or indirectly, from such Initial Stockholder
(or any subsequent Stockholder), for so long as such heirs, successors and
permitted assigns own any Registrable Securities. For purposes of this
Agreement, a Person will be deemed to be a Stockholder whenever such Person
holds any Convertible Preferred Stock that is convertible into Registrable
Securities, whether or not such conversion has actually been effected.
Registrable Securities issuable upon conversion of any Convertible Preferred
Stock shall be deemed outstanding for the purposes of this Agreement.

     "Stockholders' Counsel" shall mean one firm of counsel (per registration)
to the Stockholders owning the Registrable Securities participating in such
registration, which counsel shall be selected (i) in the case of a Demand
Registration or an S-3 Registration, by the Initiating Stockholders holding a
majority of the Registrable Securities for which registration was requested in
the Request, and (ii) in all other cases, by the Majority Stockholders
participating in the Registration.

     "Stock Subscription Agreement" shall have the meaning set forth in the
recitals hereto.

     "Underwriters" shall mean the underwriters, if any, of the offering being
registered under the Securities Act.

     "Underwritten Offering" shall mean a sale of securities of the Company to
an Underwriter or Underwriters for reoffering to the public.


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     "Withdrawn Demand Registration" shall have the meaning set forth in
Section 2.1(a).

     "Withdrawn Request" shall have the meaning set forth in Section 2.1(a).

     2.  REGISTRATION UNDER THE SECURITIES ACT.

     2.1 Demand Registration.

     (a) Right to Demand Registration. Subject to Section 2.1(c) and to this
Section, at any time or from time to time, the Majority Stockholders shall have
the right to request in writing that the Company register all or part of such
Stockholders' Registrable Securities having an aggregate expected offering
price of at least $10 million (or, if the expected offering price of all
remaining Registrable Securities should be less than $10 million, such lesser
amount) (a "Request") (which Request shall specify the amount of Registrable
Securities intended to be disposed of by such Stockholders and the intended
method of disposition thereof) by filing with the SEC a Demand Registration
Statement. As promptly as practicable, but no later than 20 days after receipt
of a Request, the Company shall give written notice of such requested
registration to all Stockholders owning Registrable Securities. Subject to
Section 2.1(b), the Company shall include in a Demand Registration, in addition
to any other securities it may elect to include, (i) the Registrable Securities
intended to be disposed of by the Initiating Stockholders and (ii) the
Registrable Securities intended to be disposed of by any other Stockholder
which shall have made a written request (which request shall specify the amount
of Registrable Securities to be registered and the intended method of
disposition thereof) to the Company for inclusion thereof in such registration
within 20 days after the receipt of such written notice from the Company. The
Company shall, as expeditiously as possible following a Request, use its
commercially reasonable efforts to cause to be filed with the SEC a Demand
Registration Statement providing for the registration under the Securities Act
of the Registrable Securities which the Company has been so requested to
register by all such Stockholders, to the extent necessary to permit the
disposition of such Registrable Securities so to be registered in accordance
with the intended methods of disposition thereof specified in such Request
(including, without limitation, by means of a shelf registration pursuant to
Rule 415 under the Securities Act (a "Shelf Registration") if so requested and
if the Company is then eligible to use such a registration). The Company shall
use its commercially reasonable efforts to have such Demand Registration
Statement declared effective by the SEC as soon as practicable thereafter and
to keep such Demand Registration Statement continuously effective for the
period specified in Section 4.1(b).

     A Request may be withdrawn prior to the filing of the Demand Registration
Statement by the Majority Stockholders of the Registration (a "Withdrawn
Request") and a Demand Registration Statement may be withdrawn prior to the
effectiveness thereof by the Majority Stockholders of the Registration (a
"Withdrawn Demand Registration"), and such withdrawals shall be treated as a
Demand Registration which shall have been effected pursuant to this Section
2.1, unless the Stockholders of Registrable Securities to be included in such
Registration Statement reimburse the Company for its reasonable out-of-pocket
Registration Expenses relating to the preparation and filing of such Demand
Registration Statement (to the

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extent actually incurred and no Request for a Demand Registration may be made
for 90 days following the date of such withdrawal); provided; however, that if
a Withdrawn Request or Withdrawn Demand Registration is made (A) because of a
material adverse change in the business, financial condition or prospects of
the Company, or (B) because of a postponement of such registration pursuant to
Section 2.7, then such withdrawal shall not be treated as a Demand Registration
effected pursuant to this Section 2.1 (and shall not be counted toward the
number of Demand Registrations), the Company shall pay all Registration
Expenses in connection therewith and the 90 day limitation referred to above
shall not be applicable.

     The registration rights granted pursuant to the provisions of this Section
2.1 shall be in addition to the registration rights granted pursuant to the
other provisions of Section 2 hereof.

     (b) Priority in Demand Registrations. If a Demand Registration involves an
Underwritten Offering, and the sole or lead managing Underwriter, as the case
may be, of such Underwritten Offering shall advise the Company in writing (with
a copy to each Stockholder requesting registration) on or before the date five
days prior to the date then scheduled for such offering that, in its opinion,
the amount of Registrable Securities requested to be included in such Demand
Registration exceeds the number which can be sold in such offering without
interfering with the successful marketing of the securities being offered, the
Company shall include in such Demand Registration, to the extent of the number
which the Company is so advised may be included in such offering, first, the
Registrable Securities requested to be included in the Demand Registration by
the Initiating Stockholders and those other Stockholders who have made a
written request to the Company for inclusion thereof, allocated pro rata in
proportion to the number of Registrable Securities requested to be included in
such Demand Registration by each of them, and second, any other securities to
be registered.

     (c) Limitations on Registrations. In no event shall the Company be
required to effect more than three (3) Demand Registrations in total, or more
than one (1) Demand Registration in any six (6) month period, pursuant to
Section 2.1(a).

     (d) Underwriting; Selection of Underwriters. Notwithstanding anything to
the contrary contained in Section 2.1(a), if the Initiating Stockholders so
elect, the offering of such Registrable Securities pursuant to such Demand
Registration shall be in the form of a firm commitment Underwritten Offering;
and such Initiating Stockholders may require that all Persons participating in
such registration sell their securities to the Underwriters at the same price
and on the same terms of underwriting applicable to the Initiating
Stockholders. If any Demand Registration involves an Underwritten Offering, the
sole or managing Underwriters and any additional investment bankers and
managers to be used in connection with such registration shall be selected by
the Initiating Stockholders, subject to the approval of the Company (such
approval not to be unreasonably withheld).

     (e) Effective Registration Statement; Suspension. A Demand Registration
Statement shall not be deemed to have become effective (and the related
registration will not be deemed to have been effected) (i) unless it has been
declared effective by the SEC and remains effective in compliance with the
provisions of the Securities Act with respect to the disposition


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of all Registrable Securities covered by such Demand Registration Statement for
the time period specified in Section 4.1(b), (ii) if the offering of any
Registrable Securities pursuant to such Demand Registration Statement is
interfered with by any stop order or injunction of the SEC or any other
governmental agency or court, or (iii) if, in the case of an Underwritten
Offering, the conditions to closing specified in an underwriting agreement to
which the Company is a party are not satisfied (other than by the sole reason
of (x) any breach or failure by the Stockholders owning the Registrable
Securities and (y) any breach or failure by the Underwriters) or are not
otherwise waived.

     (f) Other Registrations. During the period (i) beginning on the date of a
Request and (ii) ending on the date that is 60 days after the date that a
Demand Registration Statement pertaining to an Underwritten Offering filed
pursuant to such Request has been declared effective by the SEC, the Company
shall not, without the consent of the Majority Stockholders of the
Registration, file a registration statement pertaining to the Common Shares
(other than a registration on Form S-8 or Form S-4 or any successor form to such
forms).

     (g) Registration Statement Form. Registrations under this Section 2.1
shall be on such appropriate registration form of the SEC which shall be
available for the sale of Registrable Securities in accordance with the
intended method or methods of disposition specified in the requests for
registration.

     2.2 Incidental Registration.

                  (a) Right to Include Registrable Securities. If the Company
at any time or from time to time proposes to register any of its Common Shares
under the Securities Act (other than in a registration on Form S-4 or S-8 or
any successor form to such forms and other than pursuant to Section 2.1 or 2.3)
whether or not pursuant to registration rights granted to other holders of its
securities and whether or not for sale for its own account, the Company shall
deliver prompt written notice (which notice shall be given at least 30 days
prior to such proposed registration) to all Stockholders known to the Company
of its intention to undertake such registration, describing in reasonable
detail the proposed registration and distribution (including the anticipated
range of the proposed offering price, the number of securities proposed to be
registered and the distribution arrangements) and of such Stockholders' right
to participate in such registration under this Section 2.2 as hereinafter
provided. Subject to the other provisions of this paragraph (a) and Section
2.2(b), upon the written request of any Stockholder made within 20 days after
the receipt of such written notice (which request shall specify the amount of
Registrable Securities to be registered), the Company shall effect the
registration under the Securities Act of all Registrable Securities requested
by Stockholders to be so registered (an "Incidental Registration"), by
inclusion of such Registrable Securities in the Registration Statement which
covers the Common Shares which the Company proposes to register and shall cause
such Registration Statement to become and remain effective with respect to such
Registrable Securities in accordance with the registration procedures set forth
in Section 4. If an Incidental Registration involves an Underwritten Offering,
immediately upon notification to the Company from the Underwriter of the price
at which such securities are to be sold, the Company shall so advise each
participating Stockholder. The Stockholders requesting inclusion in an
Incidental Registration may, at any time prior to the effective date of the
Incidental Registration


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Statement (and for any reason), revoke such request by delivering written
notice to the Company revoking such requested inclusion if such pricing is
anticipated to be lower than the lower end of the anticipated range of the
proposed offering price specified in the Company's notice of registration. If
such Incidental Registration is an Underwritten Offering, the Company may
require all Persons participating in such Incidental Registration (not to
include any Stockholder that has revoked its request for inclusion prior to the
effective date) to sell all of its securities so registered in the Underwritten
Offering.

     If at any time after giving written notice of its intention to register
any Common Shares and prior to the effective date of the Incidental
Registration Statement filed in connection with such registration, the Company
shall determine for any reason not to register or to delay registration of such
Common Shares, the Company may, at its election, give written notice of such
determination to each Stockholder owning Registrable Securities who had elected
to participate and, thereupon, (A) i the case of a determination not to
register, the Company shall be relieved of its obligation to register any
Registrable Securities in connection with such registration (but not from its
obligation to pay the reasonable out-of-pocket Registration Expenses actually
incurred in connection therewith), without prejudice, however, to the rights of
Stockholders to cause such registration to be effected as a registration under
Section 2.1 or 2.3(a), and (B) in the case of a determination to delay such
registration, the Company shall be permitted to delay the registration of such
Registrable Securities for the same period as the delay in registering such
other Common Shares ; provided, however, that if such delay shall extend beyond
120 days from the date the Company received a request to include Registrable
Securities in such Incidental Registration, then the Company shall again give
all Stockholders the opportunity to participate therein and shall follow the
notification procedures set forth in the preceding paragraph. There is no
limitation on the number of such Incidental Registrations pursuant to this
Section 2.2 which the Company is obligated to effect.

     The registration rights granted pursuant to the provisions of this Section
2.2 shall be in addition to the registration rights granted pursuant to the
other provisions of Section 2 hereof.

     (b) Priority in Incidental Registration. If an Incidental Registration
involves an Underwritten Offering (on a firm commitment basis), and the sole or
the lead managing Underwriter, as the case may be, of such Underwritten
Offering shall advise the Company in writing (which advice the Company shall
promptly forward to each Stockholder requesting registration) on or before the
date five days prior to the date then scheduled for such offering that, in its
opinion, the amount of Common Shares (including Registrable Securities)
requested to be included in such registration exceeds the amount which can be
sold in such offering without interfering with the successful marketing of the
securities being offered, the Company shall include in such registration, to
the extent of the number which the Company is so advised may be included in
such offering without such effect, (i) in the case of a registration initiated
by the Company, (A) first, the securities that the Company proposes to register
for its own account, (B) second, the Registrable Securities requested to be
included in such registration by the Stockholders and those other holders of
Common Shares that shall be entitled to piggyback registration rights on the
same level of priority as the Stockholders, allocated pro rata in proportion to
the number of Registrable Securities and Common Shares requested to be included

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in such registration by each of them, and (C) third, other securities of the
Company to be registered on behalf of any other Person, and (ii) in the case of
a registration initiated by a Person other than the Company, (A) first, the
Registrable Securities requested to be included in such registration by any
Persons initiating such registration, (B) second to the Stockholders, (C)
third, the securities that the Company proposes to register for its own
account, and (D) fourth, other securities of the Company to be registered on
behalf of any other Person.

     2.3 S-3 Registration; Shelf Registration.

     (a) S-3 Registration. If at any time (i) one or more Stockholders of
Registrable Securities representing 50% or more of the Registrable Securities
then outstanding request that the Company file a registration statement on Form
S-3 or any successor form thereto for a public offering of all or any portion of
the shares of Registrable Securities held by such Stockholder or Stockholders,
the reasonably anticipated aggregate price to the public of which would exceed
$10,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or
any successor form thereto to register such securities, then the Company shall,
as expeditiously as possible following such Request, use its commercially
reasonable efforts to register under the Securities Act on Form S-3 or any
successor form thereto, for public sale in accordance with the intended methods
of disposition specified in such Request or any subsequent requests (including,
without limitation, by means of a Shelf Registration) the Registrable
Securities specified in such Request and any subsequent requests; provided,
that if such registration is for an Underwritten Offering, the terms of
Sections 2.1(b) and 2.1(d) shall apply (and any reference to "Demand
Registration" therein shall, for purposes of this Section 2.3, instead be
deemed a reference to "S-3 Registration"). Whenever the Company is required by
this Section 2.3 to use its commercially reasonable efforts to effect the
registration of Registrable Securities, each of the procedures and requirements
of Section 2.1(a) (including but not limited to the requirements that the
Company (A) notify all Stockholders owning Registrable Securities from whom
such Request for registration has not been received and provide them with the
opportunity to participate in the offering and (B) use its commercially
reasonable efforts to have such S-3 Registration Statement declared and remain
effective for the time period specified herein) shall apply to such
registration (and any reference in such Section 2.1(a) to "Demand Registration"
shall, for purposes of this Section 2.3, instead be deemed a reference to "S-3
Registration"). Notwithstanding anything to the contrary contained herein, no
Request may be made under this Section 2.3 within 90 days after the effective
date of a Registration Statement filed by the Company covering a firm
commitment Underwritten Offering in which the Stockholders owning Registrable
Securities shall have been entitled to join pursuant to this Agreement. The
number of S-3 Registrations that the Company is obligated to effect shall be
limited to three, and the Company shall not be obligated to effect more than
two S-3 Registrations in any calendar year.

     The registration rights granted pursuant to the provisions of this Section
2.3(a) shall be in addition to the registration rights granted pursuant to the
other provisions of this Section 2.

     (b) Shelf Registration. If a request made pursuant to Section 2.1 or
2.3(a) is for a Shelf Registration, the Company shall use its commercially
reasonable efforts to keep the Shelf Registration continuously effective for a
period of 180 days or through the date on which


                                       9


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all of the Registrable Securities covered by such Shelf Registration may be
sold pursuant to Rule 144(k) under the Securities Act (or any successor
provision having similar effect) (whichever is shorter).

     2.4 Expenses. The Company shall pay all Registration Expenses in
connection with any Demand Registration, Incidental Registration, S-3
Registration or Shelf Registration, whether or not such registration shall
become effective and whether or not all Registrable Securities originally
requested to be included in such registration are withdrawn or otherwise
ultimately not included in such registration, except as otherwise provided with
respect to a Withdrawn Request and a Withdrawn Demand Registration in Section
2.1(a). Each Stockholder shall pay all fees, discounts and commissions payable
to underwriters, selling brokers, managers or other similar Persons engaged in
the distribution of such Stockholder's Registrable Securities pursuant to any
registration pursuant to this Section 2.

     2.5 Underwritten Offerings.

     (a) Demand Underwritten Offerings. If requested by the sole or lead
managing Underwriter for any Underwritten Offering effected pursuant to a
Demand Registration or an S-3 Registration, the Company shall enter into a
customary underwriting agreement with the Underwriters for such offering, such
agreement to be reasonably satisfactory in substance and form to each
Stockholder of Registrable Securities participating in such offering and to
contain such representations and warranties by the Company and such other terms
as are generally prevailing in agreements of that type, including, without
limitation, indemnification and contribution to the effect and to the extent
provided in Section 5.

     (b) Stockholders of Registrable Securities to be Parties to Underwriting
Agreement. The Stockholders owning Registrable Securities to be distributed by
Underwriters in an Underwritten Offering contemplated by Section 2 shall be
parties to the underwriting agreement between the Company and such Underwriters
and may, at such Stockholders' option, require that any or all of the
representations and warranties by, and the other agreements on the part of, the
Company to and for the benefit of such Underwriters shall also be made to and
for the benefit of such Stockholders owning Registrable Securities and that any
or all of the conditions precedent to the obligations of such Underwriters
under such underwriting agreement be conditions precedent to the obligations of
such Stockholders owning Registrable Securities; provided, however, that the
Company shall not be required to make any representations or warranties with
respect to written information specifically provided by a selling Stockholder
for inclusion in the Registration Statement. No Stockholder shall be required
to make any representations or warranties to, or agreements with, the Company
or the Underwriters other than representations, warranties or agreements
regarding such Stockholder, such Stockholder's Registrable Securities and such
Stockholder's intended method of disposition.

     (c) Participation in Underwritten Registration. Notwithstanding anything
herein to the contrary, no Person may participate in any Registration Statement
which involves an Underwritten Offering hereunder unless such Person (i) agrees
to sell its securities on the same terms and conditions provided in such
underwritten arrangements and (ii) accurately completes and executes in a
timely manner all questionnaires, powers of attorney, indemnities, custody

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agreements, underwriting agreements and other documents reasonably required
under the terms of such underwriting arrangements.

     2.6 Conversions; Exercises. Notwithstanding anything to the contrary
herein, in order for any Registrable Securities that are issuable upon the
conversion of the Convertible Preferred Stock to be included in any
registration pursuant to Section 2 hereof, the conversion of the Convertible
Preferred Stock must be effected no later than immediately prior to the closing
of any sales under the Registration Statement pursuant to which such
Registrable Securities are to be sold.

     2.7 Postponements. The Company shall be entitled to postpone a Demand
Registration or an S-3 Registration and to require the Stockholders owning
Registrable Securities to discontinue the disposition of their securities
covered by a Shelf Registration during any Blackout Period (as defined below)
(i) if the Board of Directors of the Company determines in good faith that
effecting such a registration or continuing such disposition at such time would
have an adverse effect upon a material proposed transaction affecting or by the
Company, or (ii) if the Company is in possession of material information which
the Board of Directors of the Company determines in good faith is not in the
best interests of the Company to disclose in a registration statement at such
time provided, however, that the Company may delay a Demand Registration or an
S-3 Registration and require the Stockholders owning Registrable Securities to
discontinue the disposition of their securities covered by a Shelf Registration
only for a reasonable period of time not to exceed 90 days (or such earlier
time as such transaction is consummated or no longer proposed or the material
information has been made public) (the "Blackout Period"); provided, further
that the effectiveness period shall be extended by the number of days in any
Blackout Period to the extent that the Registration Statement already was
effective at the commencement of the Blackout Period. There shall not be more
than two Blackout Periods in any 12 month period. The Company shall promptly
notify the Stockholders in writing (a "Blackout Notice") of any decision to
postpone a Demand Registration or an S-3 Registration or to discontinue sales of
Registrable Securities covered by a Shelf Registration or an S-3 Registration
pursuant to this Section 2.7 and shall include an undertaking by the Company to
promptly notify the Stockholders as soon as a Demand Registration may be
effected or sales of Registrable Securities covered by a Shelf Registration may
resume. In making any such determination to initiate or terminate a Blackout
Period, the Company shall not be required to consult with or obtain the consent
of any Stockholder, and any such determination shall be the Company's sole
responsibility. Each Stockholder shall treat all notices received from the
Company pursuant to this Section 2.7 in the strictest confidence and shall not
disseminate such information. If the Company shall postpone the filing of a
Demand Registration Statement or an S-3 Registration pursuant to this Section
2.7, the Majority Stockholders of Registrable Securities who were to
participate therein shall have the right to withdraw the request for
registration. Any such withdrawal shall be made by giving written notice to the
Company within 30 days after receipt of the Blackout Notice. Such withdrawn
registration request shall not be treated as a Demand Registration effected
pursuant to Section 2.1 (and shall not be counted towards the number of Demand
Registrations effected), and the Company shall pay all Registration Expenses in
connection therewith.


                                      11


<PAGE>

3. HOLDBACK ARRANGEMENTS.

     3.1 Restrictions on Sale by Stockholders Owning Registrable Securities.
Each Stockholder owning Registrable Securities agrees, by acquisition of such
Registrable Securities, if requested in writing by the sole or lead managing
Underwriter in an Underwritten Offering of any Registrable Securities, not to
transfer, hedge or make any short sale of, loan, grant any option for the
purchase of or effect any public sale or distribution, including a sale
pursuant to Rule 144, of any Registrable Securities or any other equity
security of the Company (or any security convertible into or exchangeable or
exercisable for any equity security of the Company) (except as part of such
underwritten registration), during the five business days (as such term is used
in Regulation M under the Exchange Act) prior to, and during the time period
reasonably requested by the sole or lead managing Underwriter not to exceed 90
days, beginning on the effective date of the applicable Registration Statement.

     3.2 Restrictions on Sale by the Company and Others. The Company agrees
that if timely requested in writing by the sole or lead managing Underwriter in
an Underwritten Offering of any Registrable Securities, it will not effect any
public sale or distribution of any of the Company's equity securities (or any
security convertible into or exchangeable or exercisable for any of the
Company's equity securities) during the five business days (as such term is
used in Regulation M under the Exchange Act) prior to, and during the time
period reasonably requested by the sole or lead managing Underwriter not to
exceed 90 days, beginning on the effective date of the applicable Registration
Statement (except as part of such underwritten registration or pursuant to
registrations on Forms S-4 or S-8 or any successor form to such forms).

4. REGISTRATION PROCEDURES.

     4.1 Obligations of the Company. Whenever the Company is required to effect
the registration of Registrable Securities under the Securities Act pursuant to
Section 2 of this Agreement, the Company shall, as expeditiously as possible:

     (a) prepare and file with the SEC (promptly, and in any event within 60
days after receipt of a request to register Registrable Securities) the
requisite Registration Statement to effect such registration, which
Registration Statement shall comply as to form in all material respects with
the requirements of the applicable form and include all financial statements
required by the SEC to be filed therewith, and the Company shall use its
commercially reasonable efforts to cause such Registration Statement to become
effective (provided, that the Company may discontinue any registration of its
securities that are not Registrable Securities, and, under the circumstances
specified in Sections 2.2 or 2.7, its securities that are Registrable
Securities); provided, however, that before filing a Registration Statement or
Prospectus or any amendments or supplements thereto, or comparable statements
under securities or blue sky laws of any U.S. jurisdiction, the Company shall
(i) provide Stockholders' Counsel with an adequate and appropriate opportunity
to participate in the preparation of such Registration Statement and each
Prospectus included therein (and each amendment or supplement thereto or
comparable statement) to be filed with the SEC, which documents shall be
subject to the review and comment of Stockholders' Counsel, and (ii) not file
any such Registration Statement or Prospectus (or amendment or supplement
thereto or comparable statement) with the SEC to



                                      12
<PAGE>

which Stockholder's Counsel, any selling Stockholder shall have reasonably
objected on the grounds that such filing does not comply in all material
respects with the requirements of the Securities Act or of the rules or
regulations thereunder;

     (b) prepare and file with the SEC such amendments and supplements to such
Registration Statement and the Prospectus used in connection therewith as may
be necessary (i) to keep such Registration Statement effective, and (ii) to
comply with the provisions of the Securities Act with respect to the
disposition of all Registrable Securities covered by such Registration
Statement, in each case until such time as all of such Registrable Securities
have been disposed of in accordance with the intended methods of disposition by
the seller(s) thereof set forth in such Registration Statement or 180 days,
whichever is shorter; provided, that with respect to any Shelf Registration,
such period need not extend beyond the time period provided in Section 2.3, and
which periods, in any event, shall terminate when all Registrable Securities
covered by such Registration Statement have been sold (but not before the
expiration of the 90 day period referred to in Section 4(3) of the Securities
Act and Rule 174 thereunder, if applicable);

     (c) furnish, without charge, to each selling Stockholder of such
Registrable Securities and each Underwriter, if any, of the securities covered
by such Registration Statement, such number of copies of such Registration
Statement, each amendment and supplement thereto, and the Prospectus included
in such Registration Statement (including each preliminary Prospectus) in
conformity with the requirements of the Securities Act, as such selling
Stockholder and Underwriter may reasonably request in order to facilitate the
public sale or other disposition of the Registrable Securities owned by such
selling Stockholder (the Company hereby consenting (subject only to the
provisions of subparagraph (f) below to the use in accordance with applicable
law of each such Registration Statement (or amendment or posteffective
amendment thereto) and each such Prospectus (or preliminary prospectus or
supplement thereto) by each such selling Stockholder of Registrable Securities
and the Underwriters, if any, in connection with the offering and sale of the
Registrable Securities covered by such Registration Statement or Prospectus);

     (d) prior to any public offering of Registrable Securities, use its
commercially reasonable efforts to register or qualify all Registrable
Securities under such other securities or blue sky laws of such U.S.
jurisdictions as any selling Stockholder of Registrable Securities covered by
such Registration Statement or the sole or lead managing Underwriter, if any,
may reasonably request to enable such selling Stockholder to consummate the
disposition in such jurisdictions of the Registrable Securities owned by such
selling Stockholder and to continue such registration or qualification in
effect in each such jurisdiction for as long as such Registration Statement
remains in effect (including through new filings or amendments or renewals),
and do any and all other acts and things which may be reasonably necessary or
advisable to enable any such selling Stockholder to consummate the disposition
in such jurisdictions of the Registrable Securities owned by such selling
Stockholder; provided, however, that the Company shall not be required to (i)
qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this Section 4.1(d), (ii) subject
itself to taxation in any such jurisdiction, or (iii) consent to general
service of process in any such jurisdiction;

                                      13
<PAGE>

     (e) [intentionally omitted]

     (f) promptly notify Stockholders' Counsel, each Stockholder owning
Registrable Securities covered by such Registration Statement and the sole or
lead managing Underwriter, if any: (i) when the Registration Statement, any
preeffective amendment, the Prospectus or any prospectus supplement related
thereto or posteffective amendment to the Registration Statement has been filed
and, with respect to the Registration Statement or any posteffective amendment,
when the same has become effective, (ii) of any request by the SEC or any state
securities or blue sky authority for amendments or supplements to the
Registration Statement or the Prospectus related thereto or for additional
information, (iii) of the issuance by the SEC of any stop order suspending the
effectiveness of the Registration Statement or the initiation or threat of any
proceedings for that purpose, (iv) of the receipt by the Company of any
notification with respect to the suspension of the qualification of any
Registrable Securities for sale under the securities or blue sky laws of any
jurisdiction or the initiation of any proceeding for such purpose, (v) of the
existence of any fact of which the Company becomes aware or the happening of
any event which results in (A) the Registration Statement containing an untrue
statement of a material fact or omitting to state a material fact required to
be stated therein or necessary to make any statements therein not misleading,
or (B) the Prospectus included in such Registration Statement containing an
untrue statement of a material fact or omitting to state a material fact
required to be stated therein or necessary to make any statements therein, in
the light of the circumstances under which they were made, not misleading, (vi)
if at any time the representations and warranties contemplated by Section
2.5(b) cease to be true and correct in all material respects, and (vii) of the
Company's reasonable determination that a posteffective amendment to a
Registration Statement would be appropriate or that there exists circumstances
not yet disclosed to the public which make further sales under such
Registration Statement inadvisable pending such disclosure and posteffective
amendment; and, if the notification relates to an event described in any of the
clauses (ii) through (vii) of this Section 4.1(f), the Company shall promptly
prepare a supplement or posteffective amendment to such Registration Statement
or related Prospectus or any document incorporated therein by reference or file
any other required document so that (1) such Registration Statement shall not
contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading, and (2) as thereafter delivered to the purchasers of the
Registrable Securities being sold thereunder, such Prospectus shall not include
an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein in
the light of the circumstances under which they were made not misleading (and
shall furnish to each such Stockholder and each Underwriter, if any, a
reasonable number of copies of such Prospectus so supplemented or amended); and
if the notification relates to an event described in clause (iii) of this
Section 4.1(f), the Company shall take all reasonable action required to
prevent the entry of such stop order or to remove it if entered;

     (g) make available for inspection by any selling Stockholder of
Registrable Securities, any sole or lead managing Underwriter participating in
any disposition pursuant to such Registration Statement, Stockholders' Counsel
and any attorney retained by any such seller or any Underwriter (each, an
"Inspector" and, collectively, the "Inspectors"), all financial and other
records, pertinent corporate documents and properties of the Company and any
subsidiaries

                                      14
<PAGE>

thereof as may be in existence at such time (collectively, the "Records") as
shall be necessary, in the opinion of such Stockholders' and such Underwriters'
respective counsel, to enable them to exercise their due diligence
responsibility and to conduct a reasonable investigation within the meaning of
the Securities Act, and cause the Company's and any subsidiaries' officers,
directors and employees, and the independent public accountants of the Company,
to supply all information reasonably requested by any such Inspectors in
connection with such Registration Statement;

     (h) in the event of an Underwritten Offering, obtain an opinion from the
Company's counsel and a "cold comfort" letter from the Company's independent
public accountants who have certified the Company's financial statements
included or incorporated by reference in such Registration Statement, in each
case dated the effective date of such Registration Statement (and if such
registration involves an Underwritten Offering, dated the date of the closing
under the underwriting agreement), in customary form and covering such matters
as are customarily covered by such opinions and "cold comfort" letters
delivered to underwriters in underwritten public offerings, which opinion and
letter shall be reasonably satisfactory to the sole or lead managing
Underwriter, if any, and furnish to each Underwriter, if any, a copy of such
opinion and letter addressed to such Underwriter;

     (i) provide a CUSIP number for all Registrable Securities and provide and
cause to be maintained a transfer agent and registrar for all such Registrable
Securities covered by such Registration Statement not later than the
effectiveness of such Registration Statement;

     (j) otherwise use its commercially reasonable efforts to comply with all
applicable rules and regulations of the SEC and any other governmental agency
or authority having jurisdiction over the offering, and make available to its
security holders, as soon as reasonably practicable but no later than 90 days
after the end of any 12-month period, an earnings statement (i) commencing at
the end of any month in which Registrable Securities are sold to Underwriters
in an Underwritten Offering and (ii) commencing with the first day of the
Company's calendar month next succeeding each sale of Registrable Securities
after the effective date of a Registration Statement, which statement shall
cover such 12-month periods, in a manner which satisfies the provisions of
Section 11(a) of the Securities Act and Rule 158 thereunder;

     (k) if so requested by the Majority Stockholders of the Registration, use
its commercially reasonable efforts to cause all such Registrable Securities to
be listed on each national securities exchange on which the Common Shares are
then listed;

     (l) keep each selling Stockholder of Registrable Securities reasonably
advised in writing as to the initiation and progress of any registration under
Section 2 hereunder;

     (m) enter into and perform customary agreements (including, if applicable,
an underwriting agreement in customary form) and provide officers' certificates
and other customary closing documents;


                                      15

<PAGE>

     (n) cooperate with each selling Stockholder of Registrable Securities and
each Underwriter participating in the disposition of such Registrable
Securities and their respective counsel in connection with any filings required
to be made with the NASD;

     (o) [intentionally omitted]

     (p) cooperate with the selling Stockholders of Registrable Securities and
the sole or lead managing Underwriter, if any, to facilitate the timely
preparation and delivery of certificates not bearing any restrictive legends
representing the Registrable Securities to be sold, and cause such Registrable
Securities to be issued in such denominations and registered in such names in
accordance with the underwriting agreement prior to any sale of Registrable
Securities to the Underwriters or, if not an Underwritten Offering, in
accordance with the instructions of the selling Stockholders of Registrable
Securities at least three business days prior to any sale of Registrable
Securities;

     (q) if requested by the sole or lead managing Underwriter or any selling
Stockholder of Registrable Securities, as promptly as practicable incorporate
in a prospectus supplement or posteffective amendment such information
concerning such selling Stockholder of Registrable Securities, the Underwriters
or the intended method of distribution as the sole or lead managing Underwriter
or the selling Stockholder of Registrable Securities reasonably requests to be
included therein and as is appropriate in the reasonable judgment of the
Company, including, without limitation, information with respect to the number
of shares of the Registrable Securities being sold to the Underwriters, the
purchase price being paid therefor by such Underwriters and with respect to any
other terms of the Underwritten Offering of the Registrable Securities to be
sold in such offering; make all required filings of such Prospectus supplement
or posteffective amendment as soon as notified of the matters to be
incorporated in such Prospectus supplement or posteffective amendment; and
supplement or make amendments to any Registration Statement if requested by the
sole or lead managing Underwriter of such Registrable Securities; and

     (r) use all commercially reasonable efforts to take all other steps
necessary to expedite or facilitate the registration and disposition of the
Registrable Securities contemplated hereby.

     4.2 Seller Information. The Company may require each selling Stockholder
of Registrable Securities as to which any registration is being effected to
furnish to the Company such information regarding such Stockholder, such
Stockholder's Registrable Securities and such Stockholder's intended method of
disposition as the Company may from time to time reasonably request in writing;
provided that such information shall be used only in connection with such
registration.

     4.3 Notice to Discontinue. Each Stockholder owning Registrable Securities
agrees by acquisition of such Registrable Securities that, upon receipt of any
notice from the Company of the happening of any event of the kind described in
Section 4.1(f)(ii) through (vii), such Stockholder shall forthwith discontinue
disposition of Registrable Securities pursuant to the Registration Statement
covering such Registrable Securities until such Stockholder's receipt of


                                      16
<PAGE>

the copies of the supplemented or amended prospectus contemplated by Section
4.1(f) and, if so directed by the Company, such Stockholder shall deliver to
the Company (at the Company's expense) all copies, other than permanent file
copies, then in such Stockholder's possession of the Prospectus covering such
Registrable Securities which is current at the time of receipt of such notice.
If the Company shall give any such notice, the Company shall extend the period
during which such Registration Statement shall be maintained effective pursuant
to this Agreement (including, without limitation, the period referred to in
Section 4.1(b)) by the number of days during the period from and including the
date of the giving of such notice pursuant to Section 4.1(f) to and including
the date when the Stockholder shall have received the copies of the
supplemented or amended prospectus contemplated by and meeting the requirements
of Section 4.1(f).

5. INDEMNIFICATION; CONTRIBUTION.

     5.1 Indemnification by the Company. The Company agrees to indemnify and
hold harmless, to the fullest extent permitted by law, each Stockholder owning
Registrable Securities, and each Person who controls such Stockholder (within
the meaning of the Securities Act) with respect to each registration which has
been effected pursuant to this Agreement, against any and all losses, claims,
damages or liabilities, joint or several, actions or proceedings (whether
commenced or threatened) in respect thereof, and out-of-pocket expenses (as
incurred or suffered and including, but not limited to, any and all reasonable
expenses incurred in investigating, preparing or defending any litigation or
proceeding, whether commenced or threatened, and the reasonable fees,
disbursements and other charges of legal counsel) in respect thereof
(collectively, "Claims"), insofar as such Claims arise out of or are based upon
any untrue or alleged untrue statement of a material fact contained in any
Registration Statement or Prospectus (including any preliminary, final or
summary prospectus and any amendment or supplement thereto) related to any such
registration or any omission or alleged omission to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading; provided, however, that the Company will not be liable in any such
case to the extent that any such Claims arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact or omission or
alleged omission of a material fact so made in reliance upon and in conformity
with written information furnished by the Stockholder or its representative to
the Company for use therein. The Company shall also indemnify any Underwriters
of the Registrable Securities, and each Person who controls any such
Underwriter (within the meaning of the Securities Act) to the same extent as
provided above with respect to the indemnification of the Stockholders owning
Registrable Securities. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of any Person who may be
entitled to indemnification pursuant to this Section 5 and shall survive the
transfer of securities by such Stockholder or Underwriter.

     5.2 Indemnification by Stockholders. Each Stockholder, if Registrable
Securities held by it are included in the securities as to which a registration
is being effected, agrees to, severally and not jointly, indemnify and hold
harmless, to the fullest extent permitted by law, the Company, its directors
and officers, each other Person who participates as an Underwriter in the
offering or sale of such securities, each Person who controls the Company or
any such Underwriter (within the meaning of the Securities Act) and any other
Person selling Common

                                      17

<PAGE>

Shares in such Registration Statement against any and all Claims, insofar as
such Claims arise out of or are based upon any untrue or alleged untrue
statement of a material fact contained in any Registration Statement or
Prospectus (including any preliminary, final or summary prospectus and any
amendment or supplement thereto) related to such registration, or any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by the Stockholder
or its representative for use therein; provided, however, that the aggregate
amount which any such Stockholder shall be required to pay pursuant to this
Section 5.2 shall in no event be greater than the amount of the net proceeds
received by such Stockholder upon the sale of the Registrable Securities
pursuant to the Registration Statement giving rise to such Claims less all
amounts previously paid by such Stockholder with respect to any such Claims.
Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of such indemnified party and shall survive
the transfer of such securities by such Stockholder or Underwriter.

     5.3 Conduct of Indemnification Proceedings. Promptly after receipt by an
indemnified party of notice of any Claim or the commencement of any action or
proceeding involving a Claim under this Section 5, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party pursuant to Section 5, (i) notify the indemnifying party in writing of
the Claim or the commencement of such action or proceeding; provided, that the
failure of any indemnified party to provide such notice shall not relieve the
indemnifying party of its obligations under this Section 5, except to the
extent the indemnifying party is actually prejudiced thereby and shall not
relieve the indemnifying party from any liability which it may have to any
indemnified party otherwise than under this Section 5, and (ii) permit such
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party; provided, however, that any indemnified
party shall have the right to employ separate counsel and to participate in the
defense of such claim, but the fees and expenses of such counsel shall be at
the expense of such indemnified party unless (A) the indemnifying party has
agreed in writing to pay such fees and expenses, (B) the indemnifying party
shall have failed to assume the defense of such claim and employ counsel
reasonably satisfactory to such indemnified party within 20 days after
receiving notice from such indemnified party, (C) in the reasonable judgment of
any such indemnified party, based upon advice of counsel, a conflict of
interest is reasonably likely to exist between such indemnified party and the
indemnifying party with respect to such claims (in which case, if the
indemnified party notifies the indemnifying party in writing that it elects to
employ separate counsel at the expense of the indemnifying party, the
indemnifying party shall not have the right to assume the defense of such claim
on behalf of such indemnified party) or (D) such indemnified party is a
defendant in an action or proceeding which is also brought against the
indemnifying party and reasonably shall have concluded that there may be one or
more legal defenses available to such indemnified party which are not available
to the indemnifying party. No indemnifying party shall be liable for any
settlement of any such claim or action effected without its written consent,
which consent shall not be unreasonably withheld. In addition, without the
consent of the indemnified party (which consent shall not be unreasonably
withheld), no indemnifying party

                                      18

<PAGE>

shall be permitted to consent to entry of any judgment with respect to, or to
effect the settlement or compromise of any pending or threatened action or
claim in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified party is an actual or potential party
to such action or claim), unless such settlement, compromise or judgment (1)
includes an unconditional release of the indemnified party from all liability
arising out of such action or claim, and (2) does not include a statement as to
or an admission of fault, culpability or a failure to act, by or on behalf of
any indemnified party, and (3) does not provide for any action on the part of
any party other than the payment of money damages which is to be paid in full
by the indemnifying party.

     5.4 Contribution. If the indemnification provided for in Section 5.1 or
5.2 from the indemnifying party for any reason is unavailable to (other than by
reason of exceptions provided therein), or is insufficient to hold harmless, an
indemnified party hereunder in respect of any Claim, then the indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such Claim in
such proportion as is appropriate to reflect the relative fault of the
indemnifying party, on the one hand, and the indemnified party, on the other
hand, in connection with the actions which resulted in such Claim, as well as
any other relevant equitable considerations. The relative fault of such
indemnifying party and indemnified party shall be determined by reference to,
among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact, has been made by, or relates to information supplied by,
such indemnifying party or indemnified party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
action. If, however, the foregoing allocation is not permitted by applicable
law, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party in such proportion as is appropriate to
reflect not only such relative faults but also the relative benefits of the
indemnifying party and the indemnified party as well as any other relevant
equitable considerations.

     The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 5.4 were determined by pro rata
allocation or by any other method of allocation which does not take into
account the equitable considerations referred to in the immediately preceding
paragraph. The amount paid or payable by a party as a result of any Claim
referred to in the immediately preceding paragraph shall be deemed to include,
subject to the limitations set forth in Section 5.3, any legal or other fees,
costs or expenses reasonably incurred by such party in connection with any
investigation or proceeding. Notwithstanding anything in this Section 5.4 to
the contrary, no indemnifying party (other than the Company) shall be required
pursuant to this Section 5.4 to contribute any amount in excess of the net
proceeds received by such indemnifying party from the sale of the Registrable
Securities pursuant to the Registration Statement giving rise to such Claims,
less all amounts previously paid by such indemnifying party with respect to
such Claims. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.

         5.5 Other Indemnification. Indemnification similar to that specified
in the preceding Sections 5.1 and 5.2 (with appropriate modifications) shall be
given by the Company and each



                                      19

<PAGE>

selling Stockholder of Registrable Securities with respect to any required
registration or other qualification of securities under any Federal or state
law or regulation of any governmental authority, other than the Securities Act.
The indemnity agreements contained herein shall be in addition to any other
rights to indemnification or contribution which any indemnified party may have
pursuant to law or contract.

     5.6 Indemnification Payments. The indemnification and contribution
required by this Section 5 shall be made by periodic payments of the amount
thereof during the course of any investigation or defense, as and when bills
are received or any expense, loss, damage or liability is incurred.

6. GENERAL.

     6.1 Registration Rights to Others. Other than as set forth on Schedule A
attached hereto, the Company is not party to any agreement with respect to its
securities granting any registration rights to any Person. If the Company shall
at any time hereafter provide to any holder of any securities of the Company
rights with respect to the registration of such securities under the Securities
Act, such rights shall not be in conflict with or materially adversely affect
any of the rights provided in this Agreement to the Stockholders.

     6.2 Availability of Information. The Company covenants that it shall
timely file any reports required to be filed by it under the Securities Act or
the Exchange Act (including, but not limited to, the reports under Sections 13
and 15(d) of the Exchange Act referred to in subparagraph (c) of Rule 144 under
the Securities Act), all to the extent required from time to time to enable
such Stockholder to sell Registrable Securities without registration under the
Securities Act within the limitation of the exemptions provided by (i) Rule 144
and Rule 144A under the Securities Act, as such rules may be amended from time
to time, or (ii) any other rule or regulation now existing or hereafter adopted
by the SEC.

     6.3 Amendments and Waivers. The provisions of this Agreement may not be
amended, modified, supplemented or terminated, and waivers or consents to
departures from the provisions hereof may not be given, without the written
consent of the Company and the Stockholders beneficially owning more than 50%
of the Registrable Securities then outstanding; provided, however, that no such
amendment, modification, supplement, waiver or consent to departure shall
reduce the aforesaid percentage of Registrable Securities without the written
consent of all of the Stockholders beneficially owning Registrable Securities;
and provided further, that nothing herein shall prohibit any amendment,
modification, supplement, termination, waiver or consent to departure the
effect of which is limited only to those Stockholders who have agreed to such
amendment, modification, supplement, termination, waiver or consent to
departure.

     6.4 Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, telecopier, any
courier guaranteeing overnight delivery or first class registered or certified
mail, return receipt requested, postage prepaid, addressed to the applicable
party at the address set forth below or such other address as

                                      20

<PAGE>

may hereafter be designated in writing by such party to the other parties in
accordance with the provisions of this Section:

                  (i)      If to the Company, to:

                           Insignia Financial Group, Inc.
                           200 Park Avenue
                           New York, NY  10166
                           Attn: Adam B. Gilbert, Esq.
                           Telecopy:  212-984-6644
                           Telephone:  212-984-6649

                           With a copy to:

                           Proskauer Rose LLP
                           1585 Broadway
                           New York, New York  10036
                           Attn: Arnold S. Jacobs, Esq.
                           Telecopy:  212-969-2900
                           Telephone:  212-969-3000

                  (ii)     If to the Initial Stockholders, to:

                           Blackacre Capital Management L.L.C.
                           450 Park Avenue
                           New York, NY  10022
                           Attn:  Ronald J. Kravit
                           Telecopy:  212-891-2104
                           Telephone:  212-891-2100

                           With a copy to:

                           Schulte Roth & Zabel LLP
                           900 Third Avenue
                           New York, NY  10022
                           Attn:  Stuart D. Freedman, Esq.
                           Telecopy: 212-593-5955
                           Telephone: 212-756-2000

                  (iii)    If to any subsequent Stockholder, to the address of
                           such Person set forth in the records of the Company.

     All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; when receipt is
acknowledged, if telecopied; on the next business day, if timely delivered to a
courier guaranteeing overnight delivery; and


                                      21


<PAGE>

five days after being deposited in the mail, if sent first class or certified
mail, return receipt requested, postage prepaid.

     6.5 Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective heirs, successors
and permitted assigns (including any permitted transferee of Registrable
Securities). Any Stockholder may assign to any permitted (as determined under
the Stock Subscription Agreement) transferee of its Registrable Securities
(other than a transferee that acquires such Registrable Securities in a
registered public offering or pursuant to a sale under Rule 144 of the
Securities Act (or any successor rule)), its rights and obligations under this
Agreement; provided, however, if any permitted transferee shall take and hold
Registrable Securities, such transferee shall promptly notify the Company and
by taking and holding such Registrable Securities such permitted transferee
shall automatically be entitled to receive the benefits of and be conclusively
deemed to have agreed to be bound by and to perform all of the terms and
provisions of this Agreement as if it were a party hereto (and shall, for all
purposes, be deemed a Stockholder under this Agreement). If the Company shall
so request, any heir, successor or permitted assign (including any permitted
transferee) shall agree in writing to acquire and hold the Registrable
Securities subject to all of the terms hereof. For purposes of this Agreement,
"successor" for any entity other than a natural person shall mean a successor
to such entity as a result of such entity's merger, consolidation, sale of
substantially all of its assets, or similar transaction. Except as provided
above or otherwise permitted by this Agreement, neither this Agreement nor any
right, remedy, obligation or liability arising hereunder or by reason hereof
shall be assignable by any Stockholder without the consent of the Company.

     6.6 Counterparts. This Agreement may be executed in two or more
counterparts, each of which, when so executed and delivered, shall be deemed to
be an original, but all of which counterparts, taken together, shall constitute
one and the same instrument.

     6.7 Descriptive Headings, Etc. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning of terms contained herein. Unless the context of this Agreement
otherwise requires: (1) words of any gender shall be deemed to include each
other gender; (2) words using the singular or plural number shall also include
the plural or singular number, respectively; (3) the words "hereof", "herein"
and "hereunder" and words of similar import when used in this Agreement shall
refer to this Agreement as a whole and not to any particular provision of this
Agreement, and Section and paragraph references are to the Sections and
paragraphs of this Agreement unless otherwise specified; (4) the word
"including" and words of similar import when used in this Agreement shall mean
"including, without limitation," unless otherwise specified; (5) "or" is not
exclusive; and (6) provisions apply to successive events and transactions.

     6.8 Severability. In the event that any one or more of the provisions,
paragraphs, words, clauses, phrases or sentences contained herein, or the
application thereof in any circumstances, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision, paragraph, word, clause, phrase or
sentence in every other respect and of the other remaining provisions,
paragraphs, words, clauses, phrases or





                                       22

<PAGE>

sentences hereof shall not be in any way impaired, it being intended that all
rights, powers and privileges of the parties hereto shall be enforceable to the
fullest extent permitted by law.

     6.9 Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York (without giving effect to
the conflict of laws principles thereof).

     6.10 Remedies; Specific Performance. The parties hereto acknowledge that
money damages would not be an adequate remedy at law if any party fails to
perform in any material respect any of its obligations hereunder, and
accordingly agree that each party, in addition to any other remedy to which it
may be entitled at law or in equity, shall be entitled to seek to compel
specific performance of the obligations of any other party under this
Agreement, without the posting of any bond, in accordance with the terms and
conditions of this Agreement in any court of the United States or any State
thereof having jurisdiction, and if any action should be brought in equity to
enforce any of the provisions of this Agreement, none of the parties hereto
shall raise the defense that there is an adequate remedy at law. Except as
otherwise provided by law, a delay or omission by a party hereto in exercising
any right or remedy accruing upon any such breach shall not impair the right or
remedy or constitute a waiver of or acquiescence in any such breach. No remedy
shall be exclusive of any other remedy. All available remedies shall be
cumulative.

     6.11 Entire Agreement. This Agreement, the Convertible Preferred Stock
(and the Certificate of Designation describing the rights and preferences
thereof) and the Stock Subscription Agreement (collectively, the "Other
Agreements") are intended by the parties as a final expression of their
agreement and intended to be a complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject
matter contained herein. There are no restrictions, promises, representations,
warranties, covenants or undertakings relating to such subject matter, other
than those set forth or referred to herein or in the Other Agreements. This
Agreement and the Other Agreements supersede all prior agreements and
understandings between the Company and the other parties to this Agreement with
respect to such subject matter.

     6.12 Nominees for Beneficial Owners. In the event that any Convertible
Preferred Stock or Registrable Securities are held by a nominee for the
beneficial owner thereof, the beneficial owner thereof may, at its election in
writing delivered to the Company, be treated as the holder of such Convertible
Preferred Stock or Registrable Securities for purposes of any request or other
action by any holder or holders of Convertible Preferred Stock or Registrable
Securities pursuant to this Agreement or any determination of any number or
percentage of shares of Registrable Securities held by any holder or holders of
Convertible Preferred Stock or Registrable Securities contemplated by this
Agreement. If the beneficial owner of any Convertible Preferred Stock or
Registrable Securities so elects, the Company may require assurances reasonably
satisfactory to it of such owner's beneficial ownership of such Convertible
Preferred Stock or Registrable Securities.

     6.13 Consent to Jurisdiction; Waiver of Jury. Each party to this Agreement
hereby irrevocably and unconditionally agrees that any legal action, suit or
proceeding arising out of or




                                      23
<PAGE>

relating to this Agreement or any agreements or transactions contemplated
hereby may be brought in any federal court of the Southern District of New York
or any state court located in New York County, State of New York, and hereby
irrevocably and unconditionally expressly submits to the personal jurisdiction
and venue of such courts for the purposes thereof and hereby irrevocably and
unconditionally waives any claim (by way of motion, as a defense or otherwise)
of improper venue, that it is not subject personally to the jurisdiction of
such court, that such courts are an inconvenient forum or that this Agreement
or the subject matter may not be enforced in or by such court. Each party
hereby irrevocably and unconditionally consents to the service of process of
any of the aforementioned courts in any such action, suit or proceeding by the
mailing of copies thereof by registered or certified mail, postage prepaid, to
the address set forth or provided for in Section 6.4 of this Agreement, such
service to become effective 10 days after such mailing. Nothing herein
contained shall be deemed to affect the right of any party to serve process in
any manner permitted by law or commence legal proceedings or otherwise proceed
against any other party in any other jurisdiction to enforce judgments obtained
in any action, suit or proceeding brought pursuant to this Section. Each of the
parties hereby irrevocably waives trial by jury in any action, suit or
proceeding, whether at law or equity, brought by any of them in connection with
this Agreement or the transactions contemplated hereby.

     6.14 Further Assurances. Each party hereto shall do and perform or cause
to be done and performed all such further acts and things and shall execute and
deliver all such other agreements, certificates, instruments and documents as
any other party hereto reasonably may request in order to carry out the intent
and accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.

     6.15 Construction. The Company and the Initial Stockholders acknowledge
that each of them has had the benefit of legal counsel of its own choice and
has been afforded an opportunity to review this Agreement with its legal
counsel and that this Agreement shall be construed as if jointly drafted by the
Company and the Stockholders.

                                      24


<PAGE>



     IN WITNESS WHEREOF, the parties hereto have caused this Registration
Rights Agreement to be duly executed as of the date first written above.

INSIGNIA FINANCIAL GROUP, INC.




By:  /s/ A.B. Gilbert
    ----------------------------------
     Name:  A.B. Gilbert
     Title: EVP




                                           INITIAL HOLDERS:


                                           MADELEINE L.L.C.


                                           By: /s/ Ronald J. Kravit
                                               --------------------------
                                                Name:  Ronald J. Kravit
                                                Title: Managing Director