<PAGE>

                 ASSIGNMENT, ASSUMPTION, CONSENT AND RELEASE AGREEMENT


        THIS ASSIGNMENT, ASSUMPTION, CONSENT AND RELEASE AGREEMENT (this
"Agreement") is made and entered into as of July 1, 1998, by and among Insignia
Financial Group, Inc., a Delaware corporation ("Assignor"), Insignia/ESG
Holdings, Inc., a Delaware corporation ("Assignee") and Andrew Mack Huntley
("Employee").

                              W I T N E S S E T H :

        WHEREAS Assignor and Employee are currently parties to that certain
Supplemental Executive Service Agreement dated as of February 24, 1998, (as
amended, the "Employment Agreement"), a copy of which is attached hereto as
Exhibit A;

        WHEREAS, it is contemplated that Assignor will distribute 100% of the
outstanding common stock of Assignee to Assignor's stockholders (the
"Distribution");

        WHEREAS, Assignee desires to assure itself of the services of Employee
from and after the Distribution through the period contemplated by the
Employment Agreement, and Employee desires and is willing to serve in the employ
of Assignee for such period; and

        WHEREAS, each of Assignor, Assignee and Employee desires to enter into
this Agreement for their mutual benefit and in order to facilitate the
Distribution;

        NOW, THEREFORE, for and in consideration of the premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

        1. Assignor hereby irrevocably assigns and delegates to Assignee all of
Assignor's existing and future rights and obligations under the Employment
Agreement, and Assignee hereby irrevocably accepts and assumes all of such
rights and obligations, in each case effective simultaneously with the
consummation of the Distribution and without any further action on the part or
any party hereto (the "Assignment").

        2. Subject to the provisions of Section 4 hereof, Employee hereby
irrevocably and unconditionally consents to the Assignment and, on behalf of
himself and his heirs, executors, administrators and estate, releases Assignor
and its subsidiaries and affiliates (other than Assignee) from any and all
actions, causes of action, obligations, liabilities, judgments, suits, debts,
sums of money, accounts, reckonings, bonds, bills, specialties, covenants,
contracts, controversies, agreements, promises, variances, trespasses, damages,
extents, executions, claims and demands whatsoever, in law, admiralty or equity,
whether liquidated or unliquidated, contingent or otherwise, whether
specifically mentioned or not, which Employee ever had, now has or hereafter
can, shall or may have under, arising out of or relating to the Employment
Agreement, it being understood and agreed that any liability for any such claim,
etc. shall instead be the sole responsibility of Assignee.

<PAGE>

        3. By signing this Agreement, Employee acknowledges and agrees that:

               (a) He has been afforded a reasonable and sufficient period of
        time of at least twenty-one (21) days to review this Agreement, for
        deliberation hereon and for negotiation of the terms hereof, and that,
        at Employee's initiative, Employee has waived said period and any
        possible renewals or extensions thereof;

               (b) He has been specifically urged by Assignor to consult with
        legal counsel or the representative of his choice before signing this
        Agreement, and that he did, in fact, consult an attorney of his own
        choosing before signing this Agreement and said attorney reviewed this
        Agreement before Employee signed it;

               (c) He has carefully read and understands the terms of this
        Agreement, all of which have been fully explained to him;

               (d) He has signed this Agreement freely and voluntarily and
        without duress or coercion and with full knowledge and understanding of
        its significance and consequences and of the rights relinquished,
        surrendered, released and discharged hereunder; and

               (e) The only consideration for signing this Agreement are the
        terms stated herein and no other promise, agreement or representation of
        any kind has been made to him by any person or entity whatsoever to
        cause him to sign this Agreement.

        4. This Agreement may be revoked in writing by Employee at any time
during the period of seven (7) calendar days following the date of execution by
Employee as indicated on the Signature Page hereto. If such seven-day revocation
period expires without Employee exercising his revocation right, the obligations
of this Agreement will then become fully effective.

        5. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York, without reference to conflicts of law
principles thereof.

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

                                      -2-
<PAGE>

        IN WITNESS WHEREOF, the parties hereto have duly executed this
Assignment, Assumption, Consent and Release Agreement on the respective dates
indicated below.


                                       INSIGNIA FINANCIAL GROUP, INC.


                                       By: /s/ Frank M. Garrison
                                          --------------------------------
                                           Frank M. Garrison
                                           Executive Managing Director

                                       Date: July 1, 1998



                                       INSIGNIA/ESG HOLDINGS, INC.


                                       By: /s/ Jeffrey P. Cohen
                                          --------------------------------
                                           Jeffrey P. Cohen
                                           Executive Vice President

                                       Date: July 1, 1998



                                       EMPLOYEE


                                       /s/ Andrew Mack Huntley
                                       -----------------------------------
                                       Andrew Mack Huntley

                                       Date: July 7, 1998

                                      -3-
<PAGE>

                                    EXHIBIT A

                                       TO

              ASSIGNMENT, ASSUMPTION, CONSENT AND RELEASE AGREEMENT
              -----------------------------------------------------


                              Employment Agreement



























                                      -4-