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                                     Form 2

Mr. NAME
Company
Address
Address

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

Dear NAME:

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

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

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

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

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

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

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

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         1 Year from Transaction Date            25% of Member Interest(s)
         2 Years from Transaction Date           50% of Member Interest(s)
         3 Years from Transaction Date           75% of Member Interest(s)

     2) In the event that Proceeds are actually received by , or IFG,
respectively, with respect to Insignia/ESG's or IFG's investment in a particular
Company prior to an applicable vesting date, you will be deemed to have been
fully vested with respect to such Proceeds as of the date of receipt of such
Proceeds. Amounts payable with respect to the Member Interest(s), if any, shall
be payable at any time that Proceeds (whether derived from a sale, refinancing
or other disposition of all or part of any interest in a building, project or in
or in respect of the partnership or other entity that serves as the owner
thereof, as the case may be) are actually received by Insignia/ESG and shall
include any sums distributed from time to time from the proceeds of net
operating income.

     3) Your Member Interest(s) shall be subject to vesting, reduction or
termination only if at any time you no longer are employed by Insignia/ESG or an
affiliate thereof due to either the termination of your employment for cause or
your voluntary resignation (each, a "Termination") and any other termination of
your employment shall not reduce or impair your right to receive payment with
respect to your Member Interest(s). Any Termination shall extinguish any rights
with respect to any unvested portions of the Member Interest(s).

         As used herein, "cause" shall mean any action or inaction by you
    constituting reasonable cause for termination and shall specifically
    include, but not be limited to, (a) your conviction of a felony under state,
    federal or foreign law, (b) your breach of any of the provisions of any
    agreement between you and Insignia/ESG or any written policy of
    Insignia/ESG, (c) failure by you to comply with any material directive of
    Insignia/ESG, (d) the taking by you of any action on behalf of Insignia/ESG
    without possession of the appropriate authority to take such action, (e) the
    taking by you of action in conflict of interest with or its subsidiaries or
    affiliates, given your position with Insignia/ESG and its subsidiaries and
    affiliates, (f) the usurpation of a corporate opportunity of Insignia/ESG,
    its subsidiaries or affiliates, (g) the recurring failure to attend or
    participate in meetings as reasonable requested by your supervisor; or (h)
    any element of action or inaction constituting cause

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    under any other written agreement between you and Insignia whether in
    existence as of the date hereof or at any time in the future. The grant of
    the Member Interest(s) do not confer on you any legal right for continuation
    of employment nor shall it interfere with the right of Insignia/ESG to
    discharge you at any time regardless of the effect on the Member
    Interest(s).

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

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

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

                                            Yours truly,

                                            Insignia/ESG, Inc.

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

                                            Insignia Financial Group, Inc

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

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


/s/ Stephen B. Siegel                       Date:
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    Stephen B. Siegel