<PAGE>



                                SECOND AMENDMENT


         THIS SECOND AMENDMENT (the "Amendment"), to the Credit Agreement
referred to below is entered into as of the 21st day of July, 1999, by and among
INSIGNIA FINANCIAL GROUP, INC. (FORMERLY KNOWN AS "INSIGNIA/ESG HOLDINGS,
INC."), a corporation organized under the laws of Delaware (the "Borrower"), THE
LENDERS SIGNATORY HERETO (collectively, the "Lenders"), FIRST UNION NATIONAL
BANK, as Administrative Agent, and LEHMAN COMMERCIAL PAPER INC., as Syndication
Agent (collectively, the "Agents").


                              STATEMENT OF PURPOSE

         The Borrower, the Lenders and the Agents are parties to a certain
Credit Agreement dated as of October 22, 1998 (as amended by the First Amendment
dated March 19, 1999 and as further amended, restated, supplemented or otherwise
modified the "Credit Agreement"), pursuant to which the Lenders have agreed to
make, and have made, certain Extensions of Credit to the Borrower.

         The Borrower has requested the Lenders to amend the Credit Agreement in
the respects provided in this Amendment.

         NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, the parties hereto hereby agree as follows:

         I.       AMENDMENT OF CREDIT AGREEMENT.

                  (a) Section 1.1 of the Credit Agreement is hereby amended by
         deleting the definitions of "Alternative Currency" and "Alternative
         Currency Commitment" in their entirety and by substituting therefor the
         following:

                         "Alternative Currency" means Pounds Sterling, the
                  euro or Canadian Dollars, and, with the prior written consent
                  of the Administrative Agent and each of the Lenders, any other
                  lawful currency (other than Dollars) which is freely
                  transferable and convertible into Dollars in the United States
                  currency market and freely available to all of the Lenders in
                  the London interbank deposit market.

                         "Alternative Currency Commitment" means Fifty Million
                  Dollars ($50,000,000), as such amount may be reduced or
                  modified at any time or from time to time pursuant to the
                  terms hereof, provided that only up to Twenty Million Dollars
                  ($20,000,000) of the Alternative Currency Loans made under the
                  Alternative Currency Commitment may at any time be denominated
                  in Canadian Dollars.

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                  (b) Section 1.1 of the Credit Agreement is hereby amended by
         deleting the definition of "Co-Investment Entity" in its entirety and
         inserting the following in lieu thereof:

                           "Co-Investment Entity" means any corporation, limited
                  liability company, partnership or other form of entity (i) in
                  which the Borrower or a Subsidiary of the Borrower owns an
                  equity interest pursuant to a joint venture or similar
                  arrangement with one or more Persons who own more than fifty
                  percent (50%) of the ownership or other equity interests in
                  such entity, (ii) which has as its sole business the ownership
                  of real property, the rendering of services and furnishing of
                  products customarily provided by landlords, and the ownership
                  of the debt of entities which own real property, and (iii)
                  which does not engage in any real estate development
                  activities for its own account.

                  (c) Section 1.1 of the Credit Agreement is hereby amended by
         deleting the definition of "Debt" in its entirety and inserting the
         following in lieu thereof:

                           "Debt" means, with respect to the Borrower and its
                  Subsidiaries at any date and without duplication, the sum of
                  the following calculated in accordance with GAAP: (a) all Debt
                  for Money Borrowed, (b) all obligations to pay the deferred
                  purchase price of property or services of any such Person,
                  except trade payables arising in the ordinary course of
                  business not more than ninety (90) days past due, (c) all Debt
                  of any Person secured by a Lien on any asset of the Borrower
                  and its Restricted Subsidiaries, (d) all Contingent
                  Obligations of any such Person with respect to Debt, (e) Debt
                  in the form of earn-out obligations to be paid in cash to the
                  extent such earn-out obligations have been incurred and are
                  required to be included on a Consolidated balance sheet of the
                  Borrower and its Restricted Subsidiaries prepared in
                  accordance with GAAP and (f) all net obligations incurred by
                  any such Person pursuant to Hedging Agreements.
                  Notwithstanding the foregoing, there shall be excluded from
                  the definition of Debt: (a) all obligations for the deferred
                  purchase price of property to the extent the obligation of the
                  Borrower or any of its Subsidiaries is secured by cash
                  deposits access to which is restricted to the seller of such
                  property, or any third party guarantor, or any of their
                  respective successors and assigns; (b) Debt incurred in
                  connection with an arbitrage loan facility between the
                  Borrower and Wells Fargo Bank in an amount not to exceed
                  $20,000,000, to the extent the obligation of the Borrower to
                  repay advances under such loan facility is collateralized at
                  all times by cash or Cash Equivalents; and (c) guarantee
                  obligations of the Borrower of up to $10,000,000 on account of
                  Debt of First Ohio Mortgage Corporation, Inc or any other
                  Unrestricted Subsidiary with respect to lines of credit, the
                  proceeds of which are used solely to fund mortgage loans.


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<PAGE>

                  (d) Section 1.1 of the Credit Agreement is hereby amended by
         deleting the definition of "L/C Commitment" in its entirety and by
         substituting the following in lieu thereof:

                           ""L/C Commitment" means the lesser of (a) Twenty
                  Million Dollars ($20,000,000) or (b) the Aggregate
                  Commitment."

                  (e) Section 1.1 of the Credit Agreement is hereby amended by
         adding the following definition of "Cash Equivalents": in alphabetical
         order:

                           "Cash Equivalents" means investments of the type
                  permitted pursuant to Section 10.4(b).

                  (f) Section 9.3 of the Credit Agreement is hereby amended by
         deleting such section in its entirety and by substituting the following
         in lieu thereof:

                           "SECTION 9.3 Maximum  Leverage. Permit, as of any
                  fiscal quarter end, the ratio of (a) Total Debt as of such
                  fiscal quarter end to (b) Total Capitalization as of such
                  fiscal quarter end to exceed .4 to 1.00."

                  (g) Section 10.4(e) of the Credit Agreement is hereby amended
         by deleting such section in its entirety and inserting the following in
         lieu thereof:

                           (e) investments in or loans to Unrestricted
                  Subsidiaries, provided that the aggregate amount of such loans
                  and investments, together with all Contingent Obligations of
                  the Borrower and its Restricted Subsidiaries on account of
                  Debt of Unrestricted Subsidiaries shall at no time exceed an
                  amount equal to twenty percent (20%) of the Consolidated Net
                  Worth of the Borrower and its Subsidiaries;

                  (h) Section 10.7(d) of the Credit Agreement is hereby amended
         by deleting such section in its entirety and inserting the following in
         lieu thereof:

                           (d) during such time as no Default or Event of
                  Default shall have occurred and be continuing or would result
                  therefrom, the Borrower may purchase, redeem or otherwise
                  acquire (by way of open market purchases, tender offers and/or
                  put agreements) shares of the capital stock of the Borrower;
                  provided, that the aggregate amount spent by the Borrower on
                  account of such purchases, redemptions and other acquisitions
                  shall not exceed an amount equal to the sum of (i) $17,500,000
                  plus (ii) twenty-five percent (25%) of the Net Cash Proceeds
                  of any equity issuance by the Borrower subsequent to the
                  Closing Date (other than the issuance of capital stock
                  pursuant to the Borrower's executive stock purchase program)
                  plus (iii) fifty percent (50%) of the amount realized by the
                  Borrower from the


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<PAGE>

exercise subsequent to the Closing Date by third Persons of stock options
granted by the Borrower.


         II.      REPRESENTATIONS AND WARRANTIES. The Borrower represents and
warrants to the Agents and Lenders that:

                  (a) The execution and delivery of this Amendment by the
         Borrower and the performance of the Credit Agreement, as amended and
         modified by this Amendment, and the other Loan Documents, do not and
         will not violate any law, rule or regulation, or constitute a breach of
         the Articles of Incorporation, Bylaws or corporate resolutions of the
         Borrower or any agreement to which the Borrower is a party or by which
         its assets are bound. The Credit Agreement, as amended and modified by
         this Amendment, and the other Loan Documents, constitute legal, valid
         and binding obligations of the Borrower, enforceable in accordance with
         their respective terms.

                  (b) The representations and warranties of the Borrower and its
         Subsidiaries contained in Article VI of the Credit Agreement and in the
         other Loan Documents are true and correct in all material respects on
         and as of the date of this Amendment with the same effect as if made on
         and as of such date, except to the extent that such representations and
         warranties expressly relate to an earlier date (in which case such
         representations and warranties were true and correct in all material
         respects on and as of such earlier date).

                  (c) No Default or Event of Default exists.

         III.     GENERAL PROVISIONS.

         (a) Limited Amendment. Except as otherwise provided herein, the Credit
Agreement and each other Loan Document shall continue to be, and shall remain,
in full force and effect. This Amendment shall not be deemed (i) to be a waiver
of, or consent to, or a modification or amendment of, any other term or
condition of the Credit Agreement or of any other term or condition of the other
Loan Documents or (ii) to prejudice any other right or rights which the Agents
or any Lender may now have or may have in the future under or in connection with
the Credit Agreement or the other Loan Documents or any of the instruments or
agreements referred to therein, as the same may be amended or modified from time
to time.

         (b) Counterparts. This Amendment may be executed by one or more of the
parties hereto in any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.

         (c) Definitions. All capitalized terms used and not defined herein
shall have the meanings given thereto in the Credit Agreement.

         (d) GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


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         (e) Expenses. All expenses incurred in connection with the preparation
and negotiation of this Amendment and with the fulfillment of the requirements
hereunder shall be borne by the Borrower. If any documentary or recording tax
should be assessed or the affixing of any stamps be required by local, state or
federal governments, the Borrower shall pay the tax and cost of such stamps.

         (f) Conflicting Terms. In the event of any conflict or inconsistency
between the terms of this Amendment and the Credit Agreement and the other Loan
Documents, this Amendment shall control.

         (g) Cross-References. All references in the Credit Agreement, or in any
other Loan Document, to the terms "Credit Agreement" or "Agreement" or other
similar reference shall be deemed to refer to the Credit Agreement as amended or
modified by this Amendment. In addition, all notices, requests, certificates and
other instruments executed and delivered after the execution and delivery of
this Amendment may refer to the Credit Agreement without making specific
reference to this Amendment, but nevertheless all such references shall include
this amendment of the Credit Agreement unless the context otherwise requires.

         (h) Successors and Assigns. Whenever in this Amendment any of the
parties hereto is referred to, such reference shall be deemed to include the
successors and assigns of such party and all covenants, provisions and
agreements by or on behalf of the Borrower which are contained in this Amendment
shall inure to the benefit of the successors and assigns of the Agents and
Lenders.


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<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their respective duly authorized officers as of the
date first above written.


                                 INSIGNIA FINANCIAL GROUP, INC.
                                 (formerly known as Insignia/ESG Holdings, Inc.)


                                 By: /s/James A. Aston
                                     -------------------------------------------
                                     Name:  James A. Aston
                                     Title: Chief Financial Officer


                                 FIRST UNION NATIONAL BANK, as
                                 Administrative Agent and Lender


                                 By: /s/Chuck P. Cecil
                                     -------------------------------------------
                                     Name:  Chuck P. Cecil
                                     Title: Senior VP


                                 LEHMAN COMMERCIAL PAPER INC., as
                                 Syndication  Agent and Lender


                                 By: /s/Michele Swanson
                                     -------------------------------------------
                                     Name:  Michele Swanson
                                     Title: Authorized Signatory


                                 BANK AUSTRIA CREDITANSTALT
                                 CORPORATE FINANCE, INC.


                                 By: /s/Robert M. Biringer
                                     -------------------------------------------
                                     Name:  Robert M. Biringer
                                     Title: Exec. VP


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<PAGE>

                                 THE BANK OF NEW YORK


                                 By: /s/Anthony Verzi
                                     -------------------------------------------
                                     Name:  Anthony Verzi
                                     Title:  Vice President


                                 BARCLAYS BANK PLC


                                 By: /s/Matthew Tuck
                                     -------------------------------------------
                                     Name:  Matthew Tuck
                                     Title: Associate Director


                                 LASALLE NATIONAL BANK


                                 By: /s/Julie Anne Eck
                                     -------------------------------------------
                                     Name:  Julie Anne Eck
                                     Title: Commercial Banking Officer


                                 NATIONAL CITY BANK


                                 By: /s/Andrew J. Wacshaw
                                     -------------------------------------------
                                     Name:  Andrew J. Wacshaw
                                     Title: Vice President


                                 NATIONSBANK, N.A.


                                 By: /s/Ann K. Robinson
                                     -------------------------------------------
                                     Name:  Ann K. Robinson
                                     Title: Vice President



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