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                              TRANSFEREE AGREEMENT

     THIS TRANSFEREE AGREEMENT (this "Agreement") is made as of the 24th day of
September, 1999, by and between Insignia Financial Services, Inc., as a Member
("Transferor") of Insignia Opportunity Directives, LLC, a Delaware limited
liability company (the "Company"), and ____________________, an individual who
desires to become a Member ("Transferee") pursuant to this Agreement. All
capitalized terms used but not defined herein have the same meanings as in the
limited liability company agreement of the Company, attached hereto as Annex A
(the "LLC Agreement").

     WHEREAS, Transferor is a wholly-owned subsidiary of Insignia Financial
Group, Inc., a Delaware corporation (collectively with its subsidiaries,
"Insignia"), and Insignia is causing Transferor to enter into this Agreement;

     WHEREAS, Insignia desires to incentivize and retain in the employ of
Insignia certain individuals and to compensate them for their contributions to
the growth and profits of Insignia and thereby induce them to continue to make
such contributions in the future;

     WHEREAS, Transferee is an employee of Insignia;

     WHEREAS, in furtherance thereof, and pursuant to and in accordance with
the LLC Agreement, this Agreement is designed to transfer and assign
("Transfer") ____ Class B Units and ____ Class C Units in the Company from
Transferor to Transferee, subject to forfeiture as provided herein; and

     WHEREAS, the parties hereto desire to execute this Agreement to further
evidence the Transfer by Transferor;

     NOW, THEREFORE, in consideration of the premises and the representations,
warranties, covenants and agreements contained herein, the parties hereto agree
as follows:

     1. Definitions.

     Whenever used herein, the following capitalized terms shall have the
meanings set forth below:

     "Cause" means: (1) if Transferee has a written employment agreement with
Insignia containing a definition of the term "Cause," such definition;
otherwise, (2) (i) engaging in willful or gross misconduct or neglect, (ii)
repeatedly failing to adhere to the directions of superiors or the written
policies and practices of Insignia, (iii) the commission of a felony or a crime
of moral turpitude or any crime involving Insignia, (iv) fraud,
misappropriation or embezzlement, (v) a material breach of Transferee's
employment agreement (if any) with Insignia, or (vi) any other illegal act
detrimental to Insignia.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Company" has the meaning set forth in the recitals.

     "Disability" means a disability which renders Transferee incapable of
performing substantially all of his or her material duties for Insignia for a
period of at least 180 consecutive days.

     "Insignia" has the meaning set forth in the recitals.

     "IRS" means the Internal Revenue Service.



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     "Managing Member" means Insignia Financial Services, Inc., a Delaware
corporation, in its capacity as the managing member of the Company.

     "Transfer" has the meaning set forth in the recitals.

     "Transferee" has the meaning set forth in the recitals.

     "Transferor" has the meaning set forth in the recitals.

     "Units" means the Class B Units and Class C Units Transferred pursuant to
this Agreement.

     "Unvested Unit" means a Unit that was Transferred to Transferee pursuant
to this Agreement which continues to be subject to forfeiture pursuant to
Section 4 at the time in question.

     "Vested Unit" means a Unit that was Transferred to Transferee pursuant to
this Agreement which is no longer subject to forfeiture pursuant to Section 4
at the time in question.

     2. Transfer of Units.

     (a) Transferor hereby Transfers ____ Class B Units and ____ Class C Units
to Transferee, and Transferee hereby accepts such Units, in each case subject
to forfeiture as provided in Section 4 hereof and the other terms and
conditions of this Agreement.

     (b) Transferee will be entered into the records of the Company as the
holder of the Units Transferred pursuant to this Agreement, and Transferee
shall be subject to the provisions and restrictions set forth in the LLC
Agreement.

     3. Effective Date of Agreement.

     This Agreement is effective as of the date first above written. As
required by the LLC Agreement, the Managing Member of the Company has approved
this Agreement and the Transfer of Units pursuant hereto as evidenced by its
signature on the signature page hereto.


     4. Restrictions and Conditions; Forfeiture.

     (a) The Class B Units and Class C Units Transferred pursuant to this
Agreement are subject to forfeiture back to Transferor during such periods, in
such percentage amounts and upon the occurrence of such conditions and events
as are indicated on Schedule I attached hereto.

     (b) Except as provided in Section 4(a), Transferee shall have, in respect
of the Units, all of the rights of a Member of the Company, including the right
to vote the Units and the right to receive and retain any cash distributions in
respect of such Units, until such time (if ever) as such Units are forfeited
back to the Company. Transferee shall not be required to return to Transferor
any distributions received in respect of subsequently forfeited Units.

     (c) Upon forfeiture of Units held by Transferee back to Transferor
pursuant to Section 4(a), Transferee shall (i) cease to be a Member of the
Company and shall have no further rights to distributions or allocations of
Profits and Losses of the Company, if as a result of such forfeiture no Units
continue to be held by Transferee, or (ii) continue to be a Member of the
Company but shall have no further rights to distributions or allocations of
Profits and Losses of the Company in respect of such


                                       2


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forfeited Units, if Transferee continues to hold other Units. Any forfeiture of
Units shall, without any further action by Managing Member, Transferee, the
Company or any other Person, result in an automatic Transfer of the Units so
forfeited hereunder from Transferee to Transferor.

     5. Section 83(b) Tax Election.

     On the date of Transfer of Units to Transferee pursuant to this Agreement,
Transferee shall execute and deliver three copies of a Section 83(b) Tax
Election Form, substantially in the form attached as Annex B hereto, to the
Managing Member with respect to the Units received. Upon receipt of such duly
executed form, the Managing Member shall promptly file two copies with the IRS
and keep one copy in the records maintained by the Company. Notwithstanding
anything contained in this Agreement to the contrary, Transferee's execution
and delivery of the Section 83(b) Tax Election Form shall be a condition
precedent to Transferor's obligation as may otherwise be provided hereunder to
provide Units to Transferee, and the failure of Transferee to satisfy such
requirement with respect to the Units shall cause such Units to be forfeited in
accordance with Section 5 hereof.

     6. Nontransferability of Unvested Units.

     Unvested Units shall not be transferred or assigned by Transferee in any
manner whatsoever. Vested Units will be transferable if and to the extent
permitted by Article V of the LLC Agreement.

     7. Miscellaneous.

     (a) Without limiting any power and authority otherwise possessed by
Transferor, Transferor shall have the full power and authority to interpret and
administer this Agreement and any other instrument or agreements relating to
this Agreement. The Managing Member's actions in this regard shall be final,
conclusive and binding upon all persons, including without limitation
Transferee and Transferee's beneficiaries.

     (b) The failure of Transferor, Transferee or the Company to insist upon
strict compliance with any provision of this Agreement, or to assert any right
Transferor, Transferee or the Company, respectively, may have under this
Agreement, shall not be deemed to be a waiver of such provision or right or any
other provision or right of this Agreement or the LLC Agreement.

     (c) Nothing in this Agreement shall confer on Transferee any right to
continue in the employ or other service of Insignia or interfere in any way
with the right of Insignia to terminate Transferee's employment or other
service at any time.

     (d) The Company is an express third-party beneficiary of this Agreement.

     (e) TRANSFEREE EXPRESSLY ACKNOWLEDGES THAT PURSUANT TO SECTION 2.10 OF THE
LLC AGREEMENT, EXCEPT AS EXPRESSLY SET FORTH IN THE LLC AGREEMENT THE MANAGING
MEMBER HAS NO DUTY TO TRANSFEREE, FIDUCIARY OR OTHERWISE, AND MAY TAKE WHATEVER
ACTIONS IT DEEMS APPROPRIATE IN ITS SOLE AND ABSOLUTE DISCRETION INCLUDING, BUT
NOT LIMITED TO, REDUCING OR FORFEITING ITS ENTIRE INTEREST IN IOP WITHOUT ANY
CONSIDERATION, AND TRANSFEREE HEREBY CONFIRMS AND AGREES TO SUCH LIMITATION ON
THE DUTY OF THE MANAGING MEMBER.

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     8. Notices.

     All notices under this Agreement shall be in writing and delivered
personally or by recognized overnight courier, as follows:


                   if to Transferor:

                           Insignia Financial Services, Inc.
                           102 Woodmont Boulevard
                           Suite 400
                           Nashville, Tennessee 37205
                           Attn: Frank M. Garrison

                  if to Transferee:


                            --------------------

                            --------------------

                            --------------------

                  if to the Company:

                           Insignia Opportunity Directives, LLC
                           c/o Insignia Financial Services, Inc.
                           102 Woodmont Boulevard
                           Suite 400
                           Nashville, Tennessee 37205
                           Attn: Frank M. Garrison

Such addresses may be changed at any time by written notice to the other party
given in accordance with this Section 8.

     9. Captions.

     The use of captions in this Agreement is for convenience. The captions are
not intended to and do not provide substantive rights.

     10. Amendment; Waiver; Severability.

     This Agreement may not be amended or modified except by a written
agreement executed by the parties hereto or their respective successors and
legal representatives. No waiver of any provision of this Agreement shall be
valid unless it is in writing and signed by the party charged therewith. The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement,
which shall remain in full force and effect.

     11. Governing Law.

     THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF DELAWARE, WITHOUT
REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS.


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     12. Counterparts.

     This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, and all of which taken together shall constitute
one and the same agreement.

                            [SIGNATURE PAGE FOLLOWS]

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.

                                   TRANSFEROR:

                                   INSIGNIA FINANCIAL SERVICES, INC.

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

                                   TRANSFEREE:

                                   ---------------------------------------
                                   [Name]

AS REQUIRED BY THE LLC AGREEMENT,
THIS AGREEMENT AND THE TRANSFER
OF UNITS PURSUANT HERETO IS HEREBY
APPROVED BY THE MANAGING MEMBER
OF THE COMPANY:

INSIGNIA FINANCIAL SERVICES, INC.

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

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                                   SCHEDULE II

TRANSFEREE                          CLASS B UNITS         CLASS C UNITS

--------------------------------------------------------------------

Insignia Financial Services, Inc.       160                   160
Andrew L. Farkas                        100                   100
Frank M. Garrison                        50                    50
James A. Aston                           20                    20
Jeffrey P. Cohen                         20                    20
George Carleton                          20                    20
Steve B. Siegel                          10                    10
Ronald Uretta                            10                    10
Adam B. Gilbert                          10                    10


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