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[Date]




Addressee

Dear__________:

         In connection with your duties and assistance in connection with
Insignia Commercial Group,Inc's development program, Insignia/ESG, Inc.
("Insignia/ESG") has agreed to provide you with potential incentive
compensation. This letter will serve as evidence of Insignia/ESG's agreement to
provide you with certain potential incentive compensation in connection with
your role in Insignia/ESG's development activities. This potential incentive
compensation is in the form of a right to receive a payment (a "Net Profits
Right") equal to a percentage of "Net Profits" as defined herein with respect to
the development projects described on the attached Exhibit A (individually, a
"Development Project" and collectively, "Development Projects").

           References to "Insignia/ESG" herein shall mean and refer to Insignia
Commercial Investments, Inc. ("ICIG") and/or Insignia /ESG, Inc. and/or any
parent, sister or wholly owned subsidiary entity except that your right to
receive any payments hereunder shall run solely to and be solely the obligation
of Insignia/ESG, Inc.

           With respect to any Development Project undertaken by Insignia/ESG in
partnership with a third party, "Net Profits" shall mean the incremental amount
of distributions allocated and actually paid to Insignia/ESG pursuant to the
applicable partnership agreement, or operating agreement in the case of a
limited liability company, over and above what would have been allocated to
Insignia/ESG based on its pro-rata interest in the partnership or joint venture
as determined by the amount of its investment, such incremental amount being
commonly referred to as the "promote" or "promoted interest". With respect to
any Development Project undertaken by Insignia/ESG on its own behalf without any
partners, "Net Profits" shall mean the "Imputed Promote" as hereinafter defined.
The Imputed Promote means the total amount actually received by Insignia/ESG
with respect to a Development Project less the sum of a)100% of Insignia/ESG's
original investment or capital contribution , any additional capital
contributions, an imputed development cost of 1.75% of project costs and any
costs reasonably allocated to such Development Project (the "Insignia
Investment") plus an 10% return per annum thereon; and b) 75% of all additional
amounts actually received by Insignia/ESG above the foregoing amounts (the
"Insignia/ESG Minimum Return"). Notwithstanding anything to the contrary
contained herein, Net Profits shall be reduced by any amounts paid to third
parties , including but not limited to, payments to Avex or its affiliates in
connection with the Development Projects known as One Telecom and Gateway One.
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            For the purposes of this Agreement, any entity in which Insignia/ESG
participates in ownership of a Development Project with a non-affiliated third
party shall be deemed to be a "partnership" and such non-affiliated third party
shall be deemed to be a "partner" irrespective of whether such entity is a
general or limited partnership, joint venture, limited liability company, or
other form of entity.

            Amounts payable with respect to the Net Profits Right, if any, shall
be payable at any time that Net Profits (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.

           In calculating Insignia/ESG's return and the Insignia/ESG Minimum
Return, any amounts to which Insignia/ESG receives or may be entitled which are
compensation for performing services including, but not limited to, acquisition
services, advisory, consulting, property management, asset management, leasing,
construction supervision or management, development or development supervision,
financing or refinancing or disposition services, will be excluded as proceeds
in connection with such calculation.

         The right to receive payments with respect to the Net Profits Right
described herein are solely a right to receive payment, if and when payment is
actually received by Insignia/ESG subject to all of the terms and conditions,
including but not limited to potential forfeiture, set forth herein. Under no
circumstances are you intended to be or will you be deemed to be a partner with
Insignia/ESG or any other person or entity in or with respect to any
partnerships or otherwise. Insignia/ESG has and shall have no duty to you not
expressly set forth in this letter as a result of the Net Profits Right,
fiduciary or otherwise, and may take whatever actions (except actions intended
and undertaken for the sole purpose of the reduction or elimination of any
payment otherwise due hereunder) it deems appropriate in its sole and absolute
discretion including, but not limited to, reducing or forfeiting its entire
interest in any or all of the Development Projects without any consideration to
anyone, including, but not limited to, you.

         Insignia/ESG shall, upon request, provide you with such information as
you may reasonably request to calculate and verify the determination of your
right to receive any payments with respect to the Net Profits Right regarding
any project and/or transaction, shall upon request provide you with a copy of
each report in respect of each project as and when such report is prepared (and
in any event no later than when such report is available to investors and other
project participants), and shall also promptly deliver written notice to you of
any sale, financing or other capital transaction in respect of any project
subject to this agreement.

          In the event that Net Profits are actually received by Insignia/ESG
prior to an applicable vesting date, you will be deemed to have been fully
vested with respect to such Net Profits as of the date of receipt of such Net
Profits. . Involuntary termination for "cause" shall immediately extinguish any
rights with respect to any unvested portions of the Member Interest(s) and
should Employee voluntarily terminate his employment with Insignia/ESG he shall,
as a condition to continued vesting, be reasonably available to Insignia/ESG to
consult with Insignia/ESG with respect to the Development Projects. As used
herein, "cause" shall mean any element of action or inaction constituting cause
under any applicable written agreement between you and Insignia/ESG in existence
as of the date of such determination. The Net Profits Rights do not

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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.

         In the event of any Termination, your Net Profits Right and rights to
payments, if any, which would have otherwise accrued subsequent to the
termination of your employment in respect of any project and your Net Profits
Right will depend on the status of the Development Project on the date of
Termination If any of the "Vesting Events" described below has occurred on or
before the date of Termination, you shall be entitled to receive the portion of
your Net Profits Right equal to the "Vested Percentage of Net Profits" specified
opposite each of such Vesting Event, as determined in accordance with the
following vesting schedule:

                                                 VESTED PERCENTAGE OF
            VESTING EVENTS                        NET PROFITS RIGHTS
            --------------                       --------------------

      Closing of land acquisition                          20%

      Certificate of Occupancy                             70%

      2 Years from First Occupancy or Sale                100%


         Notwithstanding the foregoing vesting schedule, your Net Profits Rights
shall vest at the greater of: i) the amount set forth in the foregoing vesting
schedule; and ii) 1% for each percentage of net rentable area of the building
that is leased, up to a maximum of 95%. In addition, the vesting events
described in the foregoing vesting schedule are cumulative and therefore, for
example, should a building be sold on or before a Termination, the entire Net
Profits Right with respect to the building would be 100% vested, irrespective of
whether any of the other described vesting events had occurred. In any event, if
a Termination occurs after two years from the initial occupancy of the subject
building, the entire Net Profits Right with respect to such building shall be
100% vested.

         This letter sets forth our entire agreement with respect to the matters
addressed herein, shall be governed by the laws of the State of New York, and
may not be modified, amended, or waived except with the express written
agreement of both parties.

         Please acknowledge your understanding of and agreement to the terms set
forth above by executing this agreement in the space indicated below and on
Exhibit A hereto. This grant and any rights you are to receive hereunder shall
be null and void unless you have executed a counterpart of both this agreement
and Exhibit A and delivered the same to the undersigned.

                                           Yours truly,

                                           Insignia/ESG,Inc.



                                           By: _________________________

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         I understand the terms of the foregoing and agree that the Net Profits
Right shall be governed thereby.


_______________________________             Date:  _________________________




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                                   SCHEDULE I

ASSIGNEE
--------
Andrew L. Farkas
James A. Aston
Ronald Uretta
Frank M. Garrison