<PAGE>



[CLIFFORD CHANCE GRAPHIC OMITTED]

                           SOCIETE D'EXERCICE LIBERAL D'AVOCATS A FORME ANONYME











                         INSIGNIA FINANCIAL GROUP, INC.

                             INSIGNIA FRANCE SARL /

                         JEAN CLAUDE BOURDAIS AND OTHERS


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

                            SHARE PURCHASE AGREEMENT

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






<PAGE>


                                    CONTENTS

<TABLE>
<CAPTION>


CLAUSE                                                                                          PAGE
<S>                                                                                          <C>
1.     DEFINITIONS AND INTERPRETATION..............................................................4

       SECTION 1 - SALE AND PURCHASE..............................................................13

2.     SALE AND PURCHASE OF THE SHARES............................................................13

3.     PURCHASE PRICE.............................................................................14

4.     COMPLETION.................................................................................24

       SECTION 2 - REPRESENTATIONS AND WARRANTIES.................................................30

5.     REPRESENTATIONS AND WARRANTIES OF THE SELLERS..............................................30

6.     OTHER OBLIGATIONS OF THE SELLERS...........................................................49

7.     REPRESENTATIONS AND WARRANTIES OF THE BUYER................................................53

       SECTION 3 - INDEMNIFICATION................................................................69

8.     INDEMNIFICATION............................................................................59

9.     FLOOR, THRESHOLD AND CEILING...............................................................61

10.    DURATION OF INDEMNIFICATION................................................................62

11.    NOTIFICATION PROCEDURE AND PAYMENT OF THE INDEMNITY........................................63

12.    GUARANTEE FOR THE OBLIGATIONS OF THE SELLERS...............................................64

13.    EXEMPTIONS.................................................................................64

       SECTION 4 - MISCELLANEOUS..................................................................65

14.    MISCELLANEOUS..............................................................................65

</TABLE>



<PAGE>


                            SHARE PURCHASE AGREEMENT



BETWEEN:

Insignia France SARL, a "societe a responsabilite limitee" incorporated in
France, whose registered office is at 112 avenue Kleber, 75116 Paris, registered
with the Commerce and Companies Registry of Paris under number 439 966 805,
represented by Mr Alan C. Froggatt, duly authorised for the purposes hereof by a
resolution of the shareholders dated 30 November 2001, a copy of which is set
forth in Schedule A,

(hereinafter the "BUYER")

Insignia Financial Group, Inc., incorporated in the State of Delaware, USA,
whose principal office is at 200 Park Avenue, New York, NY 10166, USA,
represented by Mr Alan C. Froggatt, duly authorised for the purposes hereof by a
resolution of the board of directors dated 30 November 2001, a copy of which is
set forth in Schedule A,

(hereinafter "IFG")

                                                               OF THE FIRST PART

AND:

     1.   Monsieur JEAN CLAUDE BOURDAIS, born on 7 June 1942, in Tours (37),
          residing at 82, rue de Longchamp, Neuilly-sur-Seine, married with
          Francoise Sclafer under community property marriage contract,

          (hereinafter "JCB")

                                                              OF THE SECOND PART

     2.   Monsieur PATRICK BOURDAIS, born on 10 May 1969, in Paris, residing at
          Allee de l'Emeindras, Saint-Ismier 38320, married with Valerie Taboni
          under community property marriage contract,

          (hereinafter "MONSIEUR PATRICK BOURDAIS")

                                                               OF THE THIRD PART

     3.   Monsieur OLIVIER BOURDAIS, born on 10 November 1971, in Paris,
          residing at 82 rue de Longchamp, Neuilly Sur Seine, married with Anja
          Hausmann under community property marriage contract,

          (hereinafter "MONSIEUR OLIVIER BOURDAIS")

                                                              OF THE FOURTH PART


                                       1
<PAGE>


     4.   Monsieur CHRISTIAN BOURDAIS, residing 82 rue de Longchamp, Neuilly Sur
          Seine (Hauts-de-Seine), born in Paris on January 30, 1974, single.

          (hereinafter "MONSIEUR CHRISTIAN BOURDAIS")

                                                               OF THE FIFTH PART

     5.   Monsieur ERIC BOURDAIS, residing 82 rue de Longchamp, Neuilly Sur
          Seine (Hauts-de-Seine), born in Paris on May 12, 1978, single.

         (hereinafter "MONSIEUR ERIC BOURDAIS")

                                                               OF THE SIXTH PART

     6.   Madame CHRISTINE MAZET, born on 31 July 1943, in Tours, residing at 7
          rue Jean Mermoz 75008 Paris, married with Claude Mazet under community
          property marriage contract,

          (hereinafter "Madame Christine Mazet")

                                                             OF THE SEVENTH PART

     7.   Monsieur THIERRY MAZET, residing 7 rue Jean Mermoz, Paris (75008),
          born in Paris on November 12, 1974, single.

          (hereinafter "MONSIEUR THIERRY MAZET")

                                                              OF THE EIGHTH PART

     8.   Mademoiselle NATHALIE MAZET, residing in Venasque (Vaucluse), Centre
          Culturel, born in Paris on May 10, 1976, single.

          (hereinafter "MADEMOISELLE NATHALIE MAZET")

                                                               OF THE NINTH PART

     9.   Monsieur BRUNO MAZET, residing 7 rue Jean Mermoz, Paris (75008), born
          in Paris on January 12, 1979, single.

          (hereinafter "MONSIEUR BRUNO MAZET")

                                                               OF THE TENTH PART

     10.  Monsieur ARNAUD MAZET, residing 7 rue Jean Mermoz, Paris (75008), born
          in Paris on September 10, 1981, single.

          (hereinafter "MONSIEUR ARNAUD MAZET")

                                                            OF THE ELEVENTH PART

     11.  Madame MARIE HELENE VIRENQUE, born on 16 August 1940, in Tours,
          residing at 22, Ter Rue Legendre 75017 Paris, married with Jean Michel
          Virenque under community property marriage contract,


                                       2
<PAGE>


          (hereinafter "MADAME MARIE HELENE VIRENQUE")

                                                             OF THE TWELFTH PART

     12.  Madame DOMINIQUE MOUI, residing in Le Mans (Sarthe), 17 rue Henry
          Delageniere, born in Neuilly sur Seine on January 6, 1966, married
          with Monsieur Yvon Moui.

          (hereinafter "MADAME DOMINIQUE MOUI")

                                                          OF THE THIRTEENTH PART

     13.  Mademoiselle Isabelle Virenque, born on 20 August 1970, in Neuilly Sur
          Seine, residing at 112 rue de Douai, Lille,

          (hereinafter "MADEMOISELLE ISABELLE VIRENQUE")

                                                          OF THE FOURTEENTH PART

          (JCB, Monsieur Patrick Bourdais, Monsieur Olivier Bourdais, Monsieur
          Christian Bourdais, Monsieur Eric Bourdais, Madame Christine Mazet,
          Monsieur Thierry Mazet, Mademoiselle Nathalie Mazet, Monsieur Bruno
          Mazet, Monsieur Arnaud Mazet, Madame Marie Helene Virenque, Madame
          Dominique Moui, Mademoiselle Isabelle Virenque are hereinafter
          collectively referred to as the "SELLERS", represented by Jean-Claude
          Bourdais, duly authorised by powers of attorney a copy of which is set
          forth in Schedule A).

          (The Sellers, IFG and the Buyer are hereinafter collectively referred
          to as the "PARTIES")

WHEREAS:

     A    The Sellers own 560,140 shares of FRF 10 each representing 100% of the
          share capital of Societe Financiere Bourdais, a French societe anonyme
          with a capital of FRF 5,601,400, having its registered office at 160,
          boulevard Haussmann 75008 Paris, registered with the Commerce and
          Companies Registry of Paris under number 310 996 228 RCS Paris (the
          "COMPANY"). The Company is, in particular, the owner of (i) 56,142
          Class A shares and 273 Class B shares in Bourdais SA, a societe
          anonyme with a capital of FRF 6,142,200 having its principal office at
          160, Boulevard Haussmann 75008 Paris, registered with the Commerce and
          Companies Registry of Paris under number 311 702 450 RCS Paris
          ("BOURDAIS"), the balance of the shares of Bourdais being owned by the
          Sellers and the Non Family Shareholders, and of (ii) 2,980 shares in
          Bourdais Gerance, a societe anonyme with a capital of FRF 300,000
          having its principal office at 164, Boulevard Haussmann, 75008 Paris,
          registered with the Commerce and Companies Registry of Paris under the
          number 315 577 031 RCS Paris ("BOURDAIS GERANCE"), the balance of the
          shares of Bourdais Gerance being owned by the Sellers and the Non
          Family Shareholders.

     B    The Company is the ultimate holding company of a group of companies
          which are more fully described in the diagram set forth in Schedule
          E(1). The companies set out in Schedule E(2) represent the perimeter
          of acquisition and such companies other than the Company, Immob
          Aquitaine, FNAIM, SEM 92 and GIE Immostat are hereinafter called the
          "SUBSIDIARIES".


                                       3
<PAGE>


     C    The Companies have been managed by JCB for at least fifteen (15) years
          and one of the motives which has induced the Buyer to enter into the
          Agreement is the prospect of JCB continuing to manage the Companies
          after Completion at least for the Earn-Out Period.

     D    The Buyer has agreed to acquire 100% of the Shares on condition that
          prior to such acquisition a reorganisation shall take place as a
          result of which, in particular, the Company shall own the percentage
          of the share capital of Bourdais as set out in Clause 4.1.3 and 100%
          of Bourdais Gerance and that Bourdais shall in turn own 100% of its
          own subsidiaries with the exception of the holding in Bourdais
          Expertises as set out in Clause 4.1.1, the 30% holding in the Bourdais
          Pier France Joint Venture, the 20% holding in Webimm, the 9.61%
          holding in Easyburo, the minority holdings in Immob Aquitaine, FNAIM,
          SEM 92 and GIE Immostat. The Excluded Businesses will be sold for cash
          and the Non-Family Shareholders shall have exchanged their shares in
          the Subsidiaries for the equivalent of their existing economic rights
          in the Brokering and Advisory Business.

     E    It has been agreed that the Purchase Price for the Shares shall be
          partly payable on Completion and partly as soon as the Net Profit and
          the Net Cash are determined. It has also been agreed that there will
          be two conditional Top-Up payments and an Earn-Out depending on the
          profitability of the Companies.

     F    The Sellers have agreed to transfer their shareholdings in the Company
          in accordance with the conditions and the warranties and undertakings
          set out below, which, for the Buyer, have an essential and determining
          influence on its undertaking to purchase the Shares (the
          "TRANSACTION").



IT IS HEREBY AGREED AS FOLLOWS:

     1.   DEFINITIONS AND INTERPRETATION

     1.1  Definitions

          1.1.1   In this agreement:

                  "ACCOUNTING METHODS AND PRINCIPLES" means the accounting
                  methods and principles generally adopted in France (known as
                  French generally accepted accounting principles) and
                  accounting practices as consistently applied by the Company
                  and Subsidiaries in preparation of the consolidated accounts
                  to date a copy of which is set out in Schedule 1.1.1.(a);

                  "AFFILIATE" means (a) in relation to an individual (i) his or
                  her ascendants or descendants and (ii) an entity in which any
                  such person is a partner, member, 25% or more shareholder or
                  manager; and (b) in relation to an incorporated person, an
                  entity (i) in which the person is a partner, member, 25% or
                  more shareholder or manager or (ii) which is a partner,
                  member, 25% or more shareholder or manager of the person or
                  (iii) any individual which is a member, 25% or more
                  shareholder or manager of the person or of any other entity
                  referred to in (ii);


                                       4
<PAGE>


                  "AGREEMENT" means this document and the Schedules hereto;

                  "ASSETS" means the vehicles, movable assets, installations and
                  equipment used by the Companies in the carrying out of their
                  activities;

                  "AUTHORISATIONS" means all authorisations, licences, permits,
                  certificates, approvals, filings, registrations,
                  qualifications, consents or other documents delivered to the
                  Companies, by an administrative authority or any other
                  authority or by a professional entity, or any filing or
                  obligation to file with an administrative authority or any
                  other authority or professional entity in any of the countries
                  where the Companies carry on their activities or are owners of
                  assets at any given time;

                  "BLOCKED ACCOUNT" has the meaning given in Clause 3.4.2;

                  "BOURDAIS" has the meaning given in recital A;

                  "BROKERING AND ADVISORY BUSINESS" means the property
                  transaction, property valuation and consultation businesses
                  operated by Bourdais, Bourdais Rhone-Alpes SA, Bourdais
                  Mediterranee SARL, Bourdais Expertises SA, Bourdais Pier
                  France, Bourdais Consultants SARL and through the franchisees
                  of Bourdais;

                  "BUYER" means Insignia France SARL, incorporated in France,
                  whose registered office is at 112 avenue Kleber, 75116 Paris;

                  "CASH PRICE" has meaning given in Clause 3.2;

                  "CLAUSES" means the clauses of this Agreement unless otherwise
                  stated;

                  "CODE DE COMMERCE" means the French commercial code;

                  "COMPANIES" means the Company and the Subsidiaries or any one
                  of them according to the context;

                  "COMPANY" has the meaning given to it in the recitals above;

                  "COMPLETION" means completion of the sale and purchase of the
                  Shares in accordance with Clause 4;

                  "COMPLETION BALANCE SHEET" means the French Completion
                  Accounts adjusted in accordance with US GAAP, produced by the
                  Buyer and reviewed by the Sellers as set out in Schedule
                  3.4.3;

                  "CONDITIONS PRECEDENT" has the meaning set out in Clause 4.1;

                  "CONSOLIDATED ACCOUNTS" means the consolidated accounts of the
                  Companies prepared in accordance with the Accounting Methods
                  and Principles for the period 1 April 2001 to 31 December
                  2001;

                  "CREDIT-BAIL" means capital leases relating to certain
                  Premises ("credit-bail immobilier");



                                       5
<PAGE>


                  "CURRENT ASSETS" means cash and cash equivalents, receivables
                  net of allowance, prepaid expenses, deferred taxes excluding
                  any deferred taxes arising from fixed assets and investments,
                  and restricted cash, as set out in the Completion Balance
                  Sheet;

                  "DATE OF THE AGREEMENT" means the date on which this Agreement
                  is signed;

                  "DAY" means a day other than a Saturday or Sunday or public
                  holiday in France or a day (or part of a day) during which
                  banks in France do not transfer monies;

                  "EARN-OUT" has the meaning given in Clause 3.8;

                  "EARN-OUT PERIOD" means the period from 1 January 2002 until
                  31 December 2004;

                  "ENCUMBRANCE" means, for an asset, such as a share or a
                  security, all sureties, claims, charges, encumbrances or
                  restrictions of any sort, put or call options, promises or
                  rights of first refusal or any other third party right or
                  obligation of whatever sort affecting its ownership, its
                  transfer or the exercise of any other right;

                  "ESCROW AGREEMENT" has the meaning given in Clause 4.3.1(i);

                  "ESTIMATED NET PROFIT" means FRF 19,954,305 as detailed in
                  Schedule 1.1.1 (p);

                  "EXECUTIVES" are those people set out in Schedule 1.1.1.(b);

                  "EXCHANGE RATE" means FRF 7.33 for USD 1;

                  "EXCLUDED BUSINESSES" means the companies listed in Schedule
                  4.3.1(m);

                  "FINAL NET CASH" means the positive difference between:

                  (a)  the Current Assets which will be adjusted for the
                       following items which are excluded from the deal
                       perimeter to the extent such items have been included in
                       Current Assets:

                       (i)  Marketable securities as detailed in Schedule
                            1.1.1(c) will be excluded;

                       (ii) Refurbishment costs of FRF 15,667,806 will be
                            excluded;

                       (iii) Loans receivable, net of any provisions, from
                            Excluded Businesses as detailed in Schedule 4.3.1
                            (m) will be excluded;

                       (iv) The pre-paid advertising to Immo-by-Tel of FRF
                            1,000,000 will be excluded;

                       (v)  Any other assets relating to Excluded Businesses
                            will be excluded;

                  and:



                                       6
<PAGE>


                  (b)  the Total Liabilities and Provisions which will be
                       adjusted for the following items which are excluded from
                       the deal perimeter to the extent such items have been
                       included in Total Liabilities and Provisions:

                       (i)  Capital lease liability as set out in Schedule 1.1.1
                            (o) in respect of the Credit-Bail, assuming the
                            conditions set out in Clause 4.1.19 are fulfilled,
                            will be excluded;

                  such difference to be reduced by:

                  (c)  (i) an amount fixed at FRF 1,300,000 relating to the
                       Rebranding and IT Upgrade Costs and (ii) an amount fixed
                       at FRF 11,000,000;

                  the sum of (a) - (b) - (c) shall be reduced by:

                  (d)  (i) any dividends paid or payable to persons other than
                       the Companies since 1 April 2001, and (ii) any deposit
                       payable by the Companies since 1 April 2001 to enter into
                       the head office operating leases;

                  the result of (a) - (b) - (c) - (d) shall be increased by the
                  net after Tax:

                  (e)

                       (i)  the Net Realisable Value received by any of the
                            Companies from the sale of the Excluded Businesses;

                       (ii) the proceeds from the sale of any of the marketable
                            securities listed in Schedule 1.1.1(c) together with
                            any dividends or interest received between 1 April
                            2001 and the date of disposal of such securities;

                       (iii) the proceeds net of V.A.T received by any of the
                            Companies for any refurbishment costs referred to in
                            (a) (ii) above;

                       (iv) the net proceeds received by any of the Companies in
                            respect of the reimbursement of the deposit paid on
                            the premises identified in Schedule 4.6(e);

                       (v)  the proceeds received by any of the Companies, if
                            received before 1 April 2002, in respect of the
                            premises to be vacated and identified in Schedule
                            5.8.7, net of any termination expenditure;

                  the result of (a) - (b) - (c) - (d) + (e) shall be increased
                  (if the following amount is positive) or reduced (if the
                  following amount is negative) by:

                  (f)  Net Profit less FRF 19,954,305.

                  Final Net Cash has been determined subject to (d), (e) and (f)
                  above and is shown in Schedule 1.1.1 (d), and on the
                  assumption that the loans payable to Sellers in an amount of
                  FRF 1,112,958 in the Completion Balance Sheet have been repaid
                  at Completion.



                                       7
<PAGE>


                  "FRENCH COMPLETION ACCOUNTS" means the consolidated accounts
                  of the Companies for the period 1 April 2000 to 31 March 2001
                  set out in Schedule 1.1.1 (f) prepared by the Company in
                  accordance with the Accounting Methods and Principles;

                  "FRF" means French Francs and after January 2002, the Euro,
                  the amounts expressed in French Francs in the Agreement being
                  deemed to be inserted for their counter-value in Euro;

                  "GOOD CAUSE" means:

                  -    any act qualified as "faute lourde" by the French courts,

                  -    misappropriation of company funds or any other serious
                       criminal activity (e.g. "abus de biens sociaux"),

                  -    repeated or continued substantial breach of obligations
                       under his terms of appointment as President of the
                       Company or of Bourdais; repeated or continued substantial
                       failure to attend to the duties described therein, or any
                       act of dishonesty or serious misconduct,

                  -    diversion of business normally carried out by any of the
                       Companies to any other individual or company,

                  -    repeated negative comment ("denigrement systematique")
                       regarding any of the Companies, its officers or its
                       business by verbal or written communication amongst the
                       relevant Company's actual or potential clients, its staff
                       or the press,

                  -    repeated substantial failure to observe a reasonable
                       group policy decision applying to all European Group
                       Companies and confirmed by both the Insignia Executive
                       Committee and the board of the Company, e.g. respecting
                       the international territorial rights and business sharing
                       rules,

                  -    repeated and substantial breach of the applicable
                       provisions of Section 2 (Livre Deuxieme) of the Code de
                       Commerce or serious professional misconduct of his own
                       accord ("de son fait personnel");

                  "GROUP CHARGES" means 1% of actual revenue of the Companies,
                  prepared in accordance with US GAAP (but excluding SAB 101)
                  (chiffre d'affaires) net of fee sharing excluding VAT;

                  "IFG" or "INSIGNIA" means Insignia Financial Group, Inc.,
                  incorporated in the State of Delaware, USA, whose principal
                  office is at 200 Park Avenue, New York, NY 10166, USA;

                  "IFG SHARE PRICE" means USD 9.934;

                  "IFG SHARES" means the ordinary shares issued by IFG given as
                  part of the Purchase Price;



                                       8
<PAGE>


                  "IFG TOP UP SHARES" means the ordinary shares issued by IFG as
                  part of the Top-Up Payment 1 and the Top-Up Payment 2;

                  "IFG TOP UP 1 SHARES" is defined in clause 3.6.3;

                  "IFG TOP UP 2 SHARES" is defined in clause 3.7.3;

                  "INSIGNIA EUROPEAN DEVELOPMENT" shall mean any expenditure in
                  connection with the expansion of the Insignia business in
                  Europe outside of France;

                  "INTELLECTUAL PROPERTY RIGHTS" means trademarks, patents,
                  designs, models and author's rights and generally all the
                  rights giving their owner rights of use, (including all names
                  on the Internet and electronic e-mail addresses as well as all
                  data base information) and also all registrations, trading
                  names, registered names, know-how and processes used by the
                  Companies in the carrying out of their activities;

                  "INTEREST ON THE BLOCKED ACCOUNT" means any interest net of
                  tax earned by amounts credited at any time to the Blocked
                  Account;

                  "LAST ACCOUNTING DATE" means 31 March 2001;

                  "LOSS" means all losses, liabilities, costs, expenses,
                  penalties and any other damage of whatever nature, including
                  all reasonable professional and advisory fees;

                  "MATERIAL CONTRACTS" has the meaning given to it in Clause
                  5.18.2;

                  "NET CASH" is defined in Clause 3.4.5;

                  "NET PROFIT" means the profit after tax ("resultat apres
                  impot") for the Companies for the 9 month period 1 April 2001
                  to 31 December 2001 as will appear in the audited Consolidated
                  Accounts for such period, adjusted pursuant to the following
                  principles (which to the best knowledge of the Parties have
                  been applied for the calculation of the Estimated Net Profit
                  unless otherwise specified below):

                  (a)  the following items will be added back:

                       -    amortization of goodwill; (not calculated for the
                            purposes of the Estimated Net Profit)

                       -    minority interest expense will be adjusted in direct
                            proportion to changes in minority ownership of the
                            Companies in connection with Completion; (not
                            calculated for the purposes of the Estimated Net
                            Profit)

                       -    any increase in the provision for the litigation
                            disclosed in Schedules 5.16.1 and 5.16.2 over the
                            amount of the provision in the Completion Balance
                            Sheet; (not calculated for the purposes of the
                            Estimated Net Profit)



                                       9
<PAGE>


                  (b)  the following items will be deducted:

                       -    any item of income which is included in the Final
                            Net Cash other than item (f), including but not
                            limited to:

                            -    the reversal of the provision against the book
                                 value of the Marketable Securities and the
                                 profit on the disposal of the Marketable
                                 Securities;

                            -    dividends received by any of the Companies from
                                 the Excluded Businesses;

                            -    the Net Realisable Value from the disposal of
                                 the Excluded Businesses;

                            -    any change to the tax rates applied to the
                                 calculation of the Net Realisable Value
                                 deducted from the net profit compared to that
                                 used in the calculation of the Final Net Cash;
                                 (calculation of the Estimated Net Profit
                                 assumed no difference in the tax rates)

                            -    any dividends or interest received from the
                                 Marketable Securities; (known not to have been
                                 applied for the Estimated Net Profit)

                  -    any exceptional profit unless, and to the extent that,
                       such gain is realised or becomes realised in cash;

                  -    a minimum bonus, inclusive of employment taxes, of 15% of
                       income before income taxes, bonuses and exceptional items
                       in relation to the disposal of Excluded Businesses,
                       should be payable to all employees. Bonuses for this
                       purpose include (i) Statutory "participation des
                       salaries", (ii) Discretionary bonuses as set out in
                       employment contracts, (iii) Any other discretionary
                       bonuses agreed by the Bourdais board and (iv) Any bonus
                       payable to department heads or other senior executives
                       based on the profitability achieved by such departments.
                       If the above minimum bonus has not been deducted from
                       income before taxes, the difference between the actual
                       bonuses paid and the minimum bonus will be deducted. For
                       the avoidance of doubt any bonuses payable to JCB are
                       excluded from the above definition and would remain a
                       charge to income before income taxes;

                  -    any increase in the provision for retirement annuity not
                       deducted from the net profit; (not calculated for the
                       purposes of the Estimated Net Profit)

                  -    any reduction in the level of other provisions excluding
                       provisions for paid holiday;



                                       10
<PAGE>


                  -    the difference in the computation of the actual Tax
                       payable and the Tax payable on financial income
                       regardless of whether payment is due during the
                       calculation period or deferred to other periods; (not
                       calculated for the purposes of the Estimated Net Profit)

                  -    normal accruals will be made such that the interim period
                       included a rateable proportion of all annual expenses;

                  -    any items of expenditure capitalised except for budgeted
                       fixed assets and normal prepayments;

                  -    a provision for any bad debts based on the normal bad
                       debt rate for the business;

                  -    any fees subject to conditionality (e.g. the Cartier
                       deal);

                  -    any profit share (participation des salaries) not
                       deducted from the Net Realisable Value of the Excluded
                       Businesses, or any other items, contained in the Final
                       Net Cash;

                  -    any premium received in respect of Warrants issued to any
                       person would be deducted. (not calculated for the
                       purposes of the Estimated Net Profit)

                  "NET REALISABLE VALUE" means the gross proceeds received by
                  the Companies in respect of the Excluded Businesses for the
                  repayment of the loans from Companies and the shares in the
                  Excluded Businesses after the deduction of any Tax payable ,
                  less any loss on disposal of any Excluded Businesses (gross
                  proceeds less net book value), unless taken into account in
                  Net Profit;

                  "NON FAMILY SHAREHOLDERS" are those people set out in Schedule
                  1.1.1 (g) and who will be, at Completion, shareholders of the
                  Company. In this connection the Sellers shall use their best
                  efforts to procure that the Non Family Shareholders sell or
                  exchange their shares in Bourdais for shares of the Company
                  and those of the Sellers who hold shares directly in Bourdais
                  shall have sold or exchanged their shares in Bourdais for
                  shares of the Company;

                  "OTHER SHARES" means the shares in the Subsidiaries which are
                  not directly or indirectly held by the Company at the Date of
                  the Agreement as set out in Schedule 1.1.1 (h);

                  "PREMISES" means the premises over which the Companies have
                  possession by virtue of financial leases or real property
                  leases with an option to purchase;

                  "PROPERTY MANAGEMENT BUSINESS" means the property management
                  business operated by Bourdais Gerance;

                  "PROPERTY MANAGEMENT JOINT VENTURE" means the agreement dated
                  5 September 2000 entered into between the Company and Bourdais
                  on the one hand and SCIC and GFF on the other hand relating to
                  the property management business defined in Clause 4.5.1;



                                       11
<PAGE>


                  "PURCHASE PRICE" has the meaning given to it in Clause 3.1;

                  "REBRANDING AND IT UPGRADE COSTS" means an amount of FRF
                  1,300,000 representing all the costs born directly or
                  indirectly by the Companies in relation (i) to the change of
                  name of the Companies and (ii) to the IT hardware and software
                  upgrade of the Companies;

                  "RENTED PREMISES" means the premises over which the Companies
                  have possession by virtue of leases other than financial
                  leases or real property leases with an option to purchase;

                  "SCHEDULE" means each Schedule to this Agreement, and
                  "SCHEDULES" means each and every Schedule;

                  "SELLERS" means JCB, Monsieur Patrick Bourdais, Monsieur
                  Olivier Bourdais, Monsieur Christian Bourdais, Monsieur Eric
                  Bourdais, Madame Christine Mazet, Monsieur Thierry Mazet,
                  Mademoiselle Nathalie Mazet, Monsieur Bruno Mazet, Monsieur
                  Arnaud Mazet, Madame Marie Helene Virenque, Madame Dominique
                  Moui, Mademoiselle Isabelle Virenque;

                  "SHARES" means all the shares owned, at Completion by the
                  Sellers and the Non Family Shareholders comprising the whole
                  of the registered, issued share capital of the Company and
                  includes all the voting rights and voting interests (a Share
                  being one of the Shares) with sole exception of the shares in
                  the Company held by the Non Family Shareholders who may decide
                  not to sell their shares in accordance with Clause 4.1.2;

                  "SUBSIDIARIES" has the meaning given to it in recital B;

                  "SUBSIDIARIES SHARES" means the securities comprising all or
                  part of the share capital of the Subsidiaries and which are
                  held directly or indirectly by the Company;

                  "TAXES" or "TAXATION" means all direct or indirect taxes,
                  impositions, debits, contributions or charges including but
                  not limited to taxes on income or profits, withholding taxes,
                  deductions (precompte), property taxes, value added taxes,
                  stamp or registration duties, fiscal, customs and excise
                  duties, sales taxes, monopoly or competition taxes, licence
                  fees or direct debits or social contributions for which the
                  Companies are liable under all regulations applicable to them,
                  whatever the basis for recovering the fee or the entity
                  responsible for recovering such fee or whatever the status of
                  the entity in the name of which such fees are collected and
                  generally all taxes and deductions based on all or part of any
                  remuneration, including all interest, fines, penalties, and
                  other charges relating to them;

                  "TAX REGULATIONS" means all tax or customs legislation as well
                  as statutory instruments or any other applicable regulation or
                  interpretation of the above mentioned applicable rules in a
                  country where the Companies exercise their activities, as well
                  as any international treaty (including directives, regulations
                  or other applicable treaties in the relevant country);


                                       12
<PAGE>


                  "THRESHOLD EBITDA" has the meaning given to it in Clause
                  3.8.5;

                  "TOP-UP PAYMENT 1" has the meaning given to it in Clause
                  3.6.2;

                  "TOP-UP PAYMENT 2" has the meaning given to it in Clause
                  3.7.2;

                  "TOTAL LIABILITIES AND PROVISIONS" means the total liabilities
                  and provisions as set out in the Completion Balance Sheet;

                  "TRANSACTION" has the meaning given to it in the recitals of
                  the agreement;

                  "UNPAID TOP-UP 1" has the meaning given to it in Clause 3.6.8;

                  "UNPAID TOP-UP 2" has the meaning given to it in Clause 3.7.9;

                  "US GAAP" means the general accepted accounting principles
                  (including SAB 101) adopted in the United States of America as
                  they existed at 31 March 2001 and as applied by IFG as set out
                  in Schedule 1.1.1 (i);

                  "US GAAP ACCOUNTS" means the euro consolidated accounts of the
                  Companies prepared in accordance with US GAAP;

                  "VALUATION EBITDA": is defined in Schedule 1.1.1 (k) ;

                  "WARRANTS" means the maximum number of 87,080 warrants (bons
                  de souscription d'actions) whose beneficiaries are listed in
                  Schedule 1.1.1 (l), (premium of FRF 24.11) which will entitle
                  the beneficiaries to subscribe for 87,080 shares of the
                  Company at a price per share (including the premium) of FRF
                  241.13 and whose exercise is subject to the conditions set out
                  in Schedule 1.1.1 (m);

                  "WARRANT HOLDERS" means the holders of the Warrants at
                  Completion listed in Schedule 1.1.1 (l).


                         SECTION 1 - SALE AND PURCHASE

2.     SALE AND PURCHASE OF THE SHARES

2.1    Subject to the provisions of Clause 4, the Sellers agree to sell to the
       Buyer and to use their best efforts to procure the sale by the Non Family
       Shareholders, and the Buyer agrees to purchase from the Sellers and the
       Non Family Shareholders, the Shares at Completion.

2.2    At Completion the Buyer will have full title guarantee to the Shares,
       free from any Encumbrance against payment of the Cash Price, delivery of
       the IFG Shares and payment of the Estimated Net Profit.

2.3    Upon Completion, the Buyer will have the right as from Completion to all
       dividends, interim dividends and other distributions paid in respect of
       the Shares, and will benefit from subscription and allocation rights
       attached to the Shares from Completion.



                                       13
<PAGE>


3.     PURCHASE PRICE

3.1    The Purchase Price shall comprise (i) the Cash Price, (ii) the IFG
       Shares, (iii) the Net Cash and (iv) the Net Profit. Additional
       conditional purchase price is determined in Clauses 3.6, 3.7 and 3.8. All
       calculations of the Purchase Price and the additional conditional
       purchase price in this Agreement are made on the assumption that 100% of
       the shares in the Company will be sold to the Buyer on Completion and
       that the Company and/or Bourdais will own 100% of the Subsidiaries, 30%
       of Bourdais Pier France, 20% of Webimm, and the minority shareholdings in
       Easyburo, Immob Aquitaine, FNAIM, SEM 92 and GIE Immostat at Completion.
       If less than 100% of the shares in the Company are sold to the Buyer at
       Completion and/or if the Company holds less than 100% of the shares in
       the Subsidiaries at Completion, the Purchase Price and additional
       conditional purchase price will be adjusted accordingly on the basis of
       the principles set out in Clause 3.12. If the Companies do not hold the
       minority shareholdings in Easyburo, Immob Aquitaine, FNAIM, SEM 92 and
       GIE Immostat at Completion, the Purchase Price will be adjusted
       accordingly on the basis of each holding's net book value at 31 March
       2001.

3.2    Cash Price

              (a)   Upon Completion, the Buyer shall, in exchange for the
                    transfer of the Shares, pay the Sellers and the Non Family
                    Shareholders a total amount of FRF 99,845,000, subject to
                    adjustment as set out in Clause 3.2 (c) below (the "CASH
                    PRICE"). The Cash Price payable to the Sellers and the Non
                    Family Shareholders will be paid to JCB who will acknowledge
                    payment thereof on his own behalf and on behalf of the other
                    Sellers and Non Family Shareholders and shall be solely
                    responsible for its allocation among the other Sellers and
                    the Non Family Shareholders.

              (b)   The Buyer shall pay the Cash Price by wire transfer of
                    immediately-available funds to the following bank account
                    opened in the name of JCB at the BRED: account number
                    00512187407, code banque 10107, code guichet 00118, cle 66.

              (c)   In the event that the Final Net Cash as determined in
                    accordance with Clause 3.4 is less than zero, the Cash Price
                    paid to the Sellers and the Non Family Shareholders shall be
                    reduced by such negative amount.

              (d)   Payment of any adjustment due by the Sellers and the Non
                    Family Shareholders under Clause 3.2(c) shall be in the
                    proportion set out in Schedule 3.2(a) and shall be made by
                    the Sellers and the Non Family Shareholders within 10 days
                    of the determination of the Final Net Cash.

3.3    IFG Shares

       3.3.1  Upon Completion, the Buyer shall as part of Purchase Price deliver
              to the Sellers and to the Non Family Shareholders, free of any
              Encumbrances whatsoever (subject to the transfer restrictions set
              out in Clause 3.3.3) 402,657.54 new common IFG Shares for an
              aggregate value of FRF 29,320,000, in the proportion set out in
              Schedule 3.2 (a). The number of



                                       14
<PAGE>


              IFG shares to be delivered under this Clause has been determined
              on the basis of the IFG Share Price and the Exchange Rate. The
              number of IFG Shares to be delivered to the Sellers and Non Family
              Shareholders does not correspond to a round number of IFG Shares.
              The consideration exceeding this round number of IFG Shares shall
              be paid in cash in the proportion set out in Schedule 3.2(a).

       3.3.2  The Buyer warrants to the Sellers and the Non Family Shareholders
              that the IFG Shares when issued, (i) will rank pari passu with the
              existing common shares issued by IFG, (ii) shall carry rights to
              receive in full all dividends declared, made or paid after
              Completion with respect to the existing common shares issued by
              IFG, and (iii) shall not carry any obligation in connection with
              their issuance for the purpose of funding the Purchase Price.

       3.3.3  All the IFG Shares will be non-transferable for a period of one
              year and subject to US regulatory transfer restrictions for the
              second year following their date of issue. The IFG Shares
              delivered to the Sellers at Completion will be placed immediately
              in escrow pursuant to the Escrow Agreement. After the initial
              holding period of one year, the Sellers will be entitled to sell,
              subject to regulatory restrictions, the IFG Shares placed in
              escrow in 25% tranches every six months (the first 25% tranche
              being available for sale after the initial holding period of one
              year), the net proceeds of such sales being placed in escrow under
              the Escrow Agreement for the Earn-Out Period.

       3.3.4  Subject to US regulatory requirements, the Sellers and the Non
              Family Shareholders shall not bear any restriction on their rights
              in connection with the ownership or transferability of IFG Shares
              which is not imposed upon Insignia's management holding IFG shares
              in accordance with Insignia group policy.

3.4    Distribution of Net Cash

       3.4.1  In addition to the Cash Price and the IFG Shares, the Buyer shall
              pay as part of Purchase Price to the Sellers and to the Non Family
              Shareholders the Net Cash as determined and in the manner set out
              below.

       3.4.2  The Buyer shall procure that the amount of the Final Net Cash
              subject to any unagreed amounts of items (d), (e) and (f) of the
              definition of Final Net Cash shall as from Completion be placed by
              the Company in a blocked interest bearing bank account with BRED,
              18 quai de la Rapee, 75012 Paris (the "BLOCKED ACCOUNT").

       3.4.3  Within 20 Days of Completion, the Buyer shall submit to the
              Sellers and to the Non Family Shareholders a statement detailing
              the calculation of elements (d) and (e) of the Final Net Cash. The
              Sellers and the Non Family Shareholders shall have 20 Days from
              receipt of the statement to agree or challenge such elements of
              the Final Net Cash. Should any item of (d), (e) and (f) to be
              taken into account for the calculation of the Final Net Cash not
              be determined within 20 Days from Completion, the Final Net Cash
              shall be adjusted as soon as possible to take into account the
              relevant items.


                                       15
<PAGE>


       3.4.4  As soon as any element of the Final Net Cash is agreed by the
              Parties, the Buyer shall procure that the Blocked Account is
              credited or debited by such amount.

       3.4.5  As soon as possible and in any event within 10 Days of the
              certification by the auditors of the statutory accounts of the
              Company for the financial year ending 31 December 2001, the Buyer
              shall procure, on instructions from the Sellers having received
              full information from the Companies, that the Company shall
              declare a dividend in the amount of the sums in the Blocked
              Account with immediate payment. The Buyer will procure that within
              20 Days of the final determination of the Final Net Cash, the
              difference between the Final Net Cash and the amount of the sums
              in the Blocked Account be declared by the Company as a dividend
              with immediate payment. The Buyer shall procure on instructions of
              the Sellers having received full information from the Company that
              the Subsidiaries have convened and held general meetings of
              shareholders in order to permit the distribution of the Final Net
              Cash plus the interest on the Blocked Account by the Company.
              Should the distributable profits of the Company be insufficient to
              pay a dividend in the amount of the sums in the Blocked Account
              and/or the balance to achieve the Final Net Cash plus the Interest
              on the Blocked Account, the Buyer will procure on instructions of
              the Sellers having received full information from the Company that
              further distributions of dividends or interim dividends or other
              means of achieving a payment by the Company to the Buyer are made
              as soon as possible until the full Final Net Cash amount plus the
              Interest on the Blocked Account is distributed. The amount
              received by the Buyer in respect of such payment(s) less any Taxes
              which may be due by the Buyer (being a French company subject to
              corporation tax (impot sur les societes)) or by the Companies in
              respect of such payment(s) will then constitute the NET CASH and
              will be paid to a French account in the books of the BRED to the
              Account mentioned in Clause 3.2 (b). The contemplated mechanics
              and timing of extracting the amount of the Final Net Cash plus the
              Interest on the Blocked Account are set out in Schedule 3.4.5.

       3.4.6  The amount of the sums in the Blocked Account and Net Cash shall
              be paid by the Buyer to the Sellers and to the Non Family
              Shareholders on the same day as receipt by the Buyer in the
              proportion set out in Schedule 3.2 (a). The Parties will cooperate
              fully to ensure that the payments to be made to the Buyer and the
              payments by the Buyer to the Sellers and the Non Family
              Shareholders under this Clause 3.4 occur simultaneously. The
              portion of the Net Cash payable to the Sellers will be paid by
              wire transfer to JCB who will acknowledge payment thereof on his
              own behalf and on behalf of the other Sellers and shall be solely
              responsible for its allocation among the other Sellers. The
              portion of the Net Cash payable to the Non Family Shareholders
              will be paid by wire transfer to each Non Family Shareholder
              individually.

3.5    Net Profit


                                       16
<PAGE>


       3.5.1  As part of the Purchase Price the Buyer shall pay the Net Profit
              in cash to the Sellers and to the Non Family Shareholders in the
              proportion set out in Schedule 3.2 (a).

       3.5.2  Upon Completion, the Buyer shall pay to the Sellers and to the Non
              Family Shareholders the Estimated Net Profit.

       3.5.3  The Estimated Net Profit will be paid in cash by wire transfer of
              immediately-available funds to JCB who will acknowledge payment
              thereof on his own behalf and on behalf of the other Sellers and
              the Non Family Shareholders and shall be solely responsible for
              its allocation among the other Sellers and the Non Family
              Shareholders.

3.6    Top-Up Payment 1

       3.6.1  If Valuation EBIDTA for the 12 months ending 31 March 2002 is
              greater than FRF 29,523,428, as an additional Purchase Price the
              Buyer shall pay to the Sellers and to the Non Family Shareholders
              in the proportion set out in Schedule 3.2 (a), a Top-Up Payment 1
              in cash and in IFG shares as set out in this Clause 3.6.

       3.6.2  The Top-Up Payment 1 payable in cash will be calculated as: (a
              payment of FRF 3.375 in incremental Purchase Price per FRF 1 of
              Valuation EBITDA for the twelve months ending 31 March 2002 in
              excess of FRF 29,523,428) capped at a maximum payment of FRF
              24,738,750.

       3.6.3  The Top-Up Payment 1 payable in IFG shares will be calculated as:
              a number of IFG shares representing (FRF 1 in incremental Purchase
              Price per FRF 1 of Valuation EBITDA for the twelve months ending
              31 March 2002 in excess of FRF 29,523,428) capped at a maximum of
              FRF 7,330,000. The number of IFG shares payable under this clause
              (the "IFG TOP UP 1 SHARES") will be determined using the IFG Share
              Price and the Exchange Rate.

       3.6.4  Within eight weeks of 31 March 2002, the Buyer will produce the US
              GAAP Accounts for the twelve months ending 31 March 2002 on the
              basis of which will be calculated the Valuation EBITDA as set out
              in Schedule 1.1.1 (k). Upon receipt of such US GAAP Accounts, the
              Sellers and the Non Family Shareholders will have 30 days to agree
              or challenge the US GAAP Accounts and/or the Valuation EBITDA, the
              expiry of the 30-day period being the due date for payment
              purposes.

       3.6.5  The portion of the Top-Up Payment 1 payable in cash to the Sellers
              will be paid in cash by wire transfer of immediately-available
              funds to JCB who will acknowledge payment thereof on his own
              behalf and on behalf of the other Sellers and will be solely
              responsible for its allocation among the other Sellers. The share
              certificates made out to each individual Seller representing the
              IFG Top Up 1 Shares to be delivered to the Sellers will be
              delivered to JCB who will acknowledge receipt thereof on his own
              behalf and on behalf of the other Sellers and will be solely
              responsible for delivery of such certificates to the




                                       17
<PAGE>


              other Sellers. The portion of the Top-Up Payment 1 payable in cash
              to the Non Family Shareholders shall be made to each of them
              individually, and shares certificates made out to each individual
              Non Family Shareholder representing the IFG Top Up 1 Shares to be
              delivered to the Non Family Shareholders shall be delivered to
              each of them individually. If the Top-Up Payment 1 to be made in
              IFG shares does not correspond to a round number of IFG shares,
              the consideration exceeding this round number of IFG shares shall
              be paid in cash. In the event the Top-Up Payment 1 is not made on
              due date, the unpaid due amounts will carry interest from the due
              date of payment. The relevant interest rate shall be the EURIBOR
              one month rate as published by Telerate Page 20041 at 11 a.m.
              (Paris time) on due date, such interest rate to be calculated on a
              monthly basis according to the EURIBOR one month as published the
              first day of each month after such date.

       3.6.6  The Buyer warrants to the Sellers and the Non Family Shareholders
              that the IFG Top-Up 1 Shares when issued, (i) will rank pari passu
              with the existing common shares issued by IFG, (ii) shall carry
              rights to receive in full all dividends declared, made or paid
              after Completion with respect to the existing common shares issued
              by IFG, and (iii) shall not carry any obligation in connection
              with their issuance for the purpose of funding the Purchase Price.

       3.6.7  All the IFG Top-Up 1 Shares will be non-transferable for a period
              of one year and subject to US regulatory transfer restrictions for
              the second year following their date of issue.

       3.6.8  Subject to US regulatory requirements, the Sellers and the Non
              Family Shareholders shall not bear any restriction on their rights
              in connection with the ownership or transferability of IFG Top-Up
              1 Shares which is not imposed upon Insignia's management holding
              IFG shares in accordance with Insignia group policy.

       3.6.9  If the Top-Up Payment 1, in cash and IFG shares, is less than FRF
              32,068,750, the difference between FRF 32,068,750 and the Top-Up
              Payment 1 (such difference being the Unpaid Top-Up 1), will be
              added to the maximum base amount of Earn-Out of FRF 111,866,250
              referred to in Clause 3.8.1.

3.7    Top-Up Payment 2

       3.7.1  If Valuation EBIDTA for the 12 months ending 31 March 2002 is
              greater than FRF 36,853,428, as an additional Purchase Price the
              Buyer shall pay to the Sellers and to the Non Family Shareholders
              in the proportion set out in Schedule 3.2 (a), a Top-Up Payment 2
              as set out in this Clause 3.7. The maximum Top-Up Payment 2 will
              be FRF 58,540,000, less the amount of Net Profit.

       3.7.2  The Top-Up Payment 2 will be calculated as: (a payment of FRF X in
              incremental Purchase Price per FRF 1 of Valuation EBITDA for the
              twelve months ending 31 March 2002 in excess of FRF 36,853,428),
              where:



                                       18
<PAGE>


              X = (FRF 58,540,000 less the Net Profit) / FRF 40,320,000.

       3.7.3  The Top-Up Payment 2 will be paid 75% in cash and 25% in IFG
              ordinary shares (the "IFG TOP-UP 2 SHARES"). The number of IFG
              Top-Up 2 Shares will be determined using the IFG Share Price and
              the Exchange Rate.

       3.7.4  The portion of the Top-Up Payment 2 payable in cash to the Sellers
              will be paid in cash by wire transfer of immediately-available
              funds to JCB who will acknowledge payment thereof on his own
              behalf and on behalf of the other Sellers and will be solely
              responsible for its allocation among the other Sellers. The share
              certificates made out to each individual Seller representing the
              IFG Top-Up Shares 2 to be delivered to the Sellers will be
              delivered to JCB who will acknowledge receipt thereof on his own
              behalf and on behalf of the other Sellers and will be solely
              responsible for delivery of such certificates to the other
              Sellers. The portion of the Top-Up Payment 2 payable in cash to
              the Non Family Shareholders shall be made to each of them
              individually, and shares certificates made out to each individual
              Non Family Shareholder representing the IFG Top-Up 2 Shares to be
              delivered to the Non Family Shareholders shall be delivered to
              each of them individually. If the Top-Up Payment 2 to be made in
              IFG shares does not correspond to a round number of IFG shares,
              the consideration exceeding this round number of IFG shares shall
              be paid in cash. In the event the Top-Up Payment 2 is not made on
              due date, the unpaid due amounts will carry interest from the due
              date of payment. The relevant interest rate shall be the EURIBOR
              one month rate as published by Telerate Page 20041 at 11 a.m.
              (Paris time) on due date, such interest rate to be calculated on a
              monthly basis according to the EURIBOR one month as published the
              first day of each month after such date.

       3.7.5  The Buyer warrants to the Sellers and the Non Family Shareholders
              that the IFG Top-Up 2 Shares when issued, (i) will rank pari passu
              with the existing common shares issued by IFG, (ii) shall carry
              rights to receive in full all dividends declared, made or paid
              after Completion with respect to the existing common shares issued
              by IFG, and (iii) shall not carry any obligation in connection
              with their issuance for the purpose of funding the Purchase Price.

       3.7.6  All the IFG Top-Up 2 Shares will be non-transferable for a period
              of one year and subject to US regulatory transfer restrictions for
              the second year following their date of issue.

       3.7.7  Subject to US regulatory requirements, the Sellers and the Non
              Family Shareholders shall not bear any restriction on their rights
              in connection with the ownership or transferability of IFG Top-Up
              2 Shares which is not imposed upon Insignia's management holding
              IFG shares in accordance with Insignia group policy.

       3.7.8  The maximum amount of Top-Up Payment 2 will be achieved if the
              Valuation EBITDA for the twelve months ending 31 March 2002
              reaches FRF 77,173,428. If the Valuation EBITDA is less than FRF
              77,173,428, the difference between (i) FRF 58,540,000 and (ii) the
              aggregate of the Top-Up



                                       19
<PAGE>


              Payment 2 and the Net Profit (such difference being the Unpaid
              Top-Up 2), will be added to the maximum base amount of Earn-Out of
              FRF 111,866,250 referred to in Clause 3.8.1.

3.8    Earn-Out

       3.8.1  As an additional Purchase Price the Buyer shall pay to the Sellers
              and to the Non Family Shareholders in the proportion set out in
              Schedule 3.2 (a) an Earn-Out linked to the performance of the
              Companies for the Earn Out Period in three tranches. The maximum
              amount payable to the Sellers and the Non Family Shareholders in
              respect of the Earn-Out is FRF 111,866,250 plus the Unpaid Top-Up
              1 plus the Unpaid Top-Up 2. Clause 3.9 deals with the consequences
              of JCB resigning as President of the Company and JCB being
              terminated as President of the Company without Good Cause and
              certain other events on the calculation of the Earn-Out.

       3.8.2  The First Tranche of Earn-Out will be calculated as:

                        (Valuation EBITDA for year ending 31 December 2002 minus
                        Threshold EBITDA) x 87.286% x 1.41.

       3.8.3  The Second Tranche of Earn-Out will be calculated as:

                        (Valuation EBITDA for year ending 31 December 2003 minus
                        Threshold EBITDA) x 87.286% x 1.41.

       3.8.4  The Third Tranche of Earn-Out will be calculated as:

                        (Valuation EBITDA for year ending 31 December 2004 minus
                        Threshold EBITDA) x 87.286% x 1.41.

              Examples of the calculation of the Earn Out are set out in
              Schedule 3.8.4 for illustrative purposes.

       3.8.5  Threshold EBITDA will be the greater of (i) FRF 29,523,428 and
              (ii) Valuation EBITDA for the 12 months ending 31 March 2002.

       3.8.6  The Valuation EBITDA on which will be based the calculation of the
              Earn-Out will be calculated on the basis of the perimeter of the
              Transaction. For the avoidance of doubt, EBITDA arising from any
              future acquisitions will be excluded from the Earn-Out
              calculation.

       3.8.7  In the event of a disposal to a third party (not being a Buyer's
              Affiliate) of any portion of the business of any of the Companies,
              the average of the Valuation EBITDA of the disposed business for
              each year since 1 January 2001 and the average of the portion of
              the fixed Companies charges (including head offices costs) of the
              disposed business for each year since 1 January 2001 will be added
              to the Valuation EBITDA in the determination of the Earn-Out
              payments in subsequent years.



                                       20
<PAGE>


              From the resultant sum above will be deducted the amount
              representing the difference between:

                   (i)  The fixed Companies charges of the sold business and the
                        retained business before disposal, and

                   (ii) The fixed Companies charges of the retained business,
                        immediately after disposal.

       3.8.8  In the event of a disposal to an Affiliate of the Buyer or IFG of
              any portion of the business of any of the Companies, the Earn-Out
              commitments will be maintained for the remainder of the Earn-Out
              Period on the basis of the perimeter of the Companies at
              Completion and the provisions of Clause 7.5.1 will apply.

       3.8.9  In the event the Company and Bourdais enter into a new property
              management joint venture agreement as set out in Clause 4.5.1, the
              Valuation EBITDA on which will be based the calculation of the
              Earn-Out will be calculated on the basis of the current perimeter
              of the Property Management Business, i.e. in the case of
              amalgamation by taking into account the percentage interest the
              Company and Bourdais will hold in such property management joint
              venture.

       3.8.10 The Earn-Out payment shall be paid within three months of the end
              of each calendar year. The Parties will act in good faith and will
              take all reasonable steps to ensure that all necessary information
              for calculation of the payments is provided as soon as possible in
              order to meet payment deadlines.

       3.8.11 Within eight weeks of the end of each calendar year, the Buyer
              shall produce the US GAAP Accounts on the basis of which will be
              calculated the Valuation EBITDA as set out in Schedule 1.1.1 (k).
              Upon receipt of such US GAAP Accounts, the Sellers shall have 30
              days to agree or challenge the US GAAP Accounts and/or the
              Valuation EBITDA, the expiry of the 30 day-period being the due
              date for payment purposes.

       3.8.12 The portion of the Earn-Out payments payable to the Sellers will
              be paid in cash by wire transfer to JCB who will acknowledge
              payment thereof on his own behalf and on behalf of the other
              Sellers and will be solely responsible for its allocation among
              the other Sellers. The portion of the Earn-Out payments payable to
              the Non Family Shareholders shall be made to each of them
              individually in cash by wire transfer. In the event the Earn-Out
              payments are not made on due date, the unpaid due amounts will
              carry interest from the due date of payment. The relevant interest
              rate shall be the EURIBOR one month rate as published by Telerate
              Page 20041 at 11am (Paris time) on due date, such interest rate to
              be calculated on a monthly basis according to the EURIBOR one
              month as published the first day of each month after such date.



                                       21
<PAGE>


3.9    Termination Protection in respect of the Earn-Out.

       3.9.1  Should JCB resign as President of the Company or Bourdais prior to
              31 December 2004, the Earn-Out not already earned would be
              determined by applying the Earn-Out formulae set out in Clause 3.8
              to the Valuation EBITDA of the second calendar year following the
              year of his departure. Thus:

                    (i)    Should JCB resign as President of the Company or
                           Bourdais prior to 31 December 2002, the calculation
                           of the First Tranche will be based on the Valuation
                           EBITDA for the year end 31 December 2004; the
                           calculation of the Second Tranche will be based on
                           the Valuation EBITDA for the year ending 31 December
                           2005 and the calculation of the Third Tranche will be
                           based on the Valuation EBITDA for the year ending 31
                           December 2006.

                    (ii)   Should JCB resign as President of the Company or
                           Bourdais between 1 January 2003 and 31 December 2003
                           the calculation of the Second Tranche will be based
                           on the Valuation EBITDA for the year ending 31
                           December 2005 and the calculation of the Third
                           Tranche will be based on the Valuation EBITDA for the
                           year ending 31 December 2006.

                    (iii)  Should JCB resign as President of the Company or
                           Bourdais between 1 January 2004 and 31 December 2004
                           the calculation of the Third Tranche will be based on
                           the Valuation EBITDA for the year ending 31 December
                           2006.

       3.9.2  Should JCB be terminated as President of the Company or Bourdais
              other than with Good Cause prior to 31 December 2004, 60% of the
              remaining Earn-Out will be calculated as follows:

                    (i)    Should JCB be terminated as President of the Company
                           or Bourdais other than with Good Cause prior to 31
                           December 2002, calculation of 60% of each tranche of
                           the Earn-Out payments will be based on a Valuation
                           EBIDTA of FRF 77,000,000.

                    (ii)   Should JCB be terminated as President of the Company
                           or Bourdais other than with Good Cause between 1
                           January 2003 and 31 December 2003, calculation of 60%
                           of the second and third tranches of the Earn-Out will
                           be based on the Valuation EBITDA for the 12 months
                           ending 31 December 2002.

                    (iii)  Should JCB be terminated as President of the Company
                           or Bourdais other than with Good Cause between 1
                           January 2004 and 31 December 2004, calculation of 60%
                           of the third tranche of the Earn-Out will be based on
                           the average of the Valuation EBITDA for the 12 months
                           ending 31 December 2002 and the Valuation EBITDA for
                           the 12 months ending 31 December 2003.



                                       22
<PAGE>


              The remaining 40% will be calculated based on the Valuation
              EBITDA of the applicable Earn-Out year or years, as set out in
              the formulae in Clause 3.8.

              Examples of calculations are set out in Schedule 3.9.2 for
              illustrative purposes.

       3.9.3  Should JCB be terminated as President by the Company with Good
              Cause, the Earn-Out shall only be due for the period up to the
              date at which the Good Cause arose. It will be calculated on the
              basis of the Valuation EBITDA for the period up to the date at
              which the Good Cause arose and will be paid on the next date of
              payment provided for herein.

       3.9.4  The Earn-Out will not be altered in the event of JCB's death and
              will therefore be calculated as set out in Clause 3.8.

       3.9.5  The Earn-Out will not be altered in the event of illness or
              disability of JCB and will therefore be calculated as set out in
              Clause 3.8.

       3.9.6  Should the events contemplated in Clauses 3.9.1, 3.9.2, 3.9.4 and
              3.9.5 take place the timing of the Earn-Out payments will not be
              altered except as provided for in Clause 3.9.1 and the overall
              maximum defined in Clause 3.8.1 will apply. For the avoidance of
              doubt, the Valuation EBIDTA of FRF 77,000,000 will apply in no
              circumstance other than the termination of JCB as President of the
              Company or of Bourdais other than with Good Cause prior to 31
              December 2002 for calculation of 60% of each tranche of the
              Earn-Out payments, as stated in Clause 3.9.2(i) above.

3.10   In case of disagreement between the Parties as to any item the
       determination of which shall affect the determination of the Purchase
       Price as determined in Clauses 3.1 to 3.4, or the Net Profit as
       determined in Clause 3.5, or the Top-Up Payment 1 or the Top-Up Payment
       2 as determined in Clauses 3.6 and 3.7, or the Earn-Out as determined in
       Clauses 3.8 and 3.9, the Parties shall appoint, subject to the absence
       of any conflict of interests with any of the parties on the date of
       appointment, Pricewaterhouse Coopers as expert acting as a third party
       expert within the meaning of Article 1592 of the French Civil Code (the
       "EXPERT") to resolve the disputed items.

       3.10.1 The terms of reference of the Expert will be to determine, within
              30 days of its appointment, and after hearing each party and/or
              its advisors, the disputed items, taking into account all the
              conditions which reflect the intention of the parties as set out
              in this Agreement.

       3.10.2 The decision of the Expert will be binding on the parties without
              any right of appeal, which is irrevocably and expressly agreed by
              the parties. Notwithstanding, however, the designation of the
              Expert, the parties will be entitled to continue to negotiate
              between themselves in order to reach an agreement with regard to
              the disputed items, and they may continue to do so until the date
              on which the Expert renders its decision, in which case the
              parties will inform the Expert of the termination of its
              assignment.

       3.10.3 The fees and charges of the Expert will be borne equally by the
              Sellers and the Non Family Shareholders on the one hand, and the
              Buyer on the other hand.



                                       23
<PAGE>


       3.10.4 The Buyer, the Sellers and the Non Family Shareholders will
              co-operate fully with each other and, if applicable, with the
              Expert to whom any dispute is referred (including giving all
              reasonable access to records, information and to personnel of the
              Companies) with a view to enabling the disputed items to be agreed
              between the Buyer, the Sellers and the Non Family Shareholders.

       3.10.5 In the event that the Expert is unwilling to act or unable, for
              any reason, to determine the disputed items within 30 days of its
              appointment and if the parties do not agree on another expert
              within five days of such event, the President of the commercial
              court of Paris, by way of the emergency procedure ("refere"), will
              appoint an expert who will have the mission as set out above and
              his decision shall be binding on the parties.

       3.10.6 Any undisputed amount due by the Buyer to the Sellers and the
              Non-Family Shareholders shall be paid on due date. In the event of
              dispute on any amount due by the Buyer and if the Expert finds in
              the favour of the Sellers, interest at the rate defined in Clause
              3.8.12 on such unpaid disputed amounts will be due as from the
              initial date of payment.

3.11   The Sellers warrant that any expenditure incurred by any of the
       Companies during the period 1 April 2001 to Completion in respect of any
       part of the premises referred to in Schedule 4.6(c) and which would not
       be borne by the Companies under the leases attached in Schedules 4.6(b),
       4.6(f) and 4.6(g) (unless repaid under Clause 6.8) will be repaid in
       full to the Companies at Completion at the latest.

3.12   In the event that less than 100% of the shares in the Company are sold
       to the Buyer at Completion, and/or less than 100% of the shares in
       Bourdais and/or Bourdais Expertises SA are held by the Company at
       Completion, the Cash Price, the number of IFG Shares, the Net Profit,
       the Top-Up Payment 1, the Top-Up Payment 2 and the Earn-Out will each be
       reduced by the amount which the shareholder(s) remaining at Completion
       in the Company and/or Bourdais and/or Bourdais Expertises SA would have
       received as indicated in Schedule 3.2 (a).

4.     COMPLETION

4.1    Conditions precedent

       The completion of the sale of the Shares and of the other transactions
       to be completed at Completion is subject to the fulfilment of the
       following conditions precedent (the "CONDITIONS PRECEDENT"):

       4.1.1  at least 95% of the shares in Bourdais Expertises are held by
              Bourdais at Completion;

       4.1.2  at least 95% of the shares of the Company are delivered to the
              Buyer at Completion;

       4.1.3  at least 95% of the shares of Bourdais are held by the Company at
              Completion;



                                       24
<PAGE>


       4.1.4  forty-seven (47) out of the fifty-six (56) Executives employed by
              Bourdais and Bourdais Expertises SA listed in Schedule 4.1.4 have
              not given notice, of which nine (9) must be current shareholders
              of Bourdais, and the other thirty-eight (38) have subscribed to
              the Warrants issued in their favour;

       4.1.5  obtaining by the Company of consent pursuant to change of control
              provisions contained in the contracts listed in Schedule 4.1.5.;

       4.1.6  evidence of the holding of an extraordinary shareholders meeting
              of the Company and the adoption of the resolutions on the
              following agenda:

              -    conversion of the Company into a societe par actions
                   simplifiee; and the adoption of new bylaws in the form
                   attached as Schedule 4.1.6 (i);

              -    the appointment of the directors and appointment of JCB as
                   president of the Company on the terms set out in Schedule
                   4.1.6 (ii);

              -    the change of the registered name to Insignia Bourdais
                   Holding;

              -    the change of the Company's financial year to a calendar year
                   effective for the year ending on 31 December 2001.

       4.1.7  evidence of the holding of extraordinary shareholders meetings of
              the Subsidiaries held by the Company at least 50% and the adoption
              of the resolutions on the following agenda:

              -    the conversion into a societe par actions simplifiee and the
                   adoption of new by laws in the form attached as Schedule
                   4.1.7 (i) (except for Bourdais Mediterranee and Bourdais
                   Consultants which will remain as SARLs);

              -    the change of registered name as set out in Schedule 4.1.7
                   (ii);

              -    the change of the Companies financial year to a calendar year
                   effective for the year ending on 31 December 2001.

       4.1.8  the termination by the Company and/or its Subsidiaries of
              its/their membership in Oncor with no obligation remaining for the
              Company and/or its Subsidiaries in connection thereto;

       4.1.9  the assignment by Bourdais to a Sellers' Affiliate of the
              financial leases (contrats de credit-bail immobilier) identified
              in Schedule 4.6 (a) and the signature of the commercial lease
              attached as Schedules 4.6 (b), 4.6 (f) and 4.6 (g) by Bourdais and
              the counterparty which will be amended to state as a termination
              date a period of nine years as from the date of Completion as a
              result of which the first break will occur six years after the
              date of Completion;

       4.1.10 there have not been and are not currently in progress any
              proceedings against the Sellers, any one of the Companies, IFG or
              the Buyer or a decision from a legal or administrative authority
              preventing, prohibiting or modifying (or capable of preventing,
              prohibiting or modifying) the completion of the transfer



                                       25
<PAGE>


              of the Shares or imposing conditions on the Buyer in respect of
              the transactions envisaged by this Agreement, in such a way as to
              make such transactions substantially more onerous or restrictive
              or capable of having a material adverse effect on the activities,
              the prospects or the financial or economic situation of IFG, the
              Buyer or any one of the Companies;

       4.1.11 there has not occurred between the Date of this Agreement and
              Completion any identifiable event (other than those set out in the
              preceding paragraph) which affects in a materially adverse way the
              financial situation, the operation or the ordinary course of
              business of the Companies taken as a whole; Neither the financial
              results of any of the Companies between 1 April 2001 and the date
              of Completion nor the terrorist events of 11 September 2001 and
              their consequences as known at the Date of the Agreement, shall be
              considered an event which affects in a materially adverse way the
              financial situation, the operation or the ordinary course of
              business of any of the Companies;

       4.1.12 there have not been and are not currently in progress any
              proceedings or a decision from a legal or administrative authority
              or any other event preventing, prohibiting or modifying in a
              materially adverse way (or capable of preventing, prohibiting or
              modifying in a materially adverse way) the activity of the
              Companies including without limitation the termination or the
              modification of the professional insurance, the withdrawal or the
              non renewal of the professional capacity, the termination of the
              financial guarantee granted in accordance with the law n(degree)
              70-9 of 2 January 1970;

       4.1.13 the Sellers have complied with their obligations under this
              Agreement;

       4.1.14 the representations and warranties of the Sellers contained in
              this Agreement or the Schedules are correct and complete save for
              non-material events having occurred in the ordinary course of
              business;

       4.1.15 the Buyer has complied with its obligations under this Agreement;

       4.1.16 the representations and warranties of IFG and the Buyer contained
              in this agreement are correct and complete save for non-material
              events having occurred in the ordinary course of business;

       4.1.17 evidence of a valid, binding and enforceable resolution of the
              board of directors of the Buyer authorising the issuance of the
              IFG Shares in accordance with this Agreement;

       4.1.18 there has been no change of control (being the purchase or a
              binding commitment to purchase directly or indirectly at least 50%
              of the shares) of IFG, provided that the crossing of the 50%
              threshold of shareholding by either the current shareholders of
              the Company or such shareholders' affiliates shall not be regarded
              as a change of control;

       4.1.19 there has not occurred between the Date of this Agreement and
              Completion any identifiable event which affects in a materially
              adverse way the financial situation, the operation or the ordinary
              course of business of IFG or the listing




                                       26
<PAGE>


                  of the IFG shares. For the avoidance of doubt, (i) changes
                  alone in the market price of IFG shares shall not be deemed
                  to constitute an event affecting in a material adverse way
                  the financial situation, the operation of the ordinary
                  course of business of IFG or the listing of the IFG shares,
                  and (ii) neither the financial results of IFG between 1
                  April 2001 and the date of Completion nor the terrorist
                  events of 11 September 2001 and their consequences as known
                  at the Date of the Agreement shall be considered an event
                  which affects in a materially adverse way the financial
                  situation, the operation or the ordinary course of business
                  of IFG.

       The Conditions Precedent set out in Clauses 4.1.1 to 4.1.14 are for the
       exclusive benefit of the Buyer and may be waived, in whole or in part,
       at any time prior to Completion, in writing by the Buyer.

       The Conditions Precedent set out in Clauses 4.1.15 to 4.1.19 are for the
       exclusive benefit of the Sellers and may be waived in whole or in part,
       at any time prior to completion, in writing by the Sellers.

       The Conditions Precedent must be fulfilled by 31 December 2001. JCB
       shall inform the Buyer at regular intervals of the progress of the
       fulfilment of the Conditions Precedent set out in Clauses 4.1.1 to
       4.1.14 and immediately upon their fulfilment. The Buyer shall inform JCB
       at regular intervals of the progress of the fulfilment of the Conditions
       Precedent set out in Clauses 4.1.17 and 4.1.18. If the Conditions
       Precedent are not fulfilled by 31 December 2001 the Agreement will be
       null and void and no compensation will be due to or by either Party. The
       Parties may, by mutual agreement, extend the above date.

4.2    Date and location of Completion

       4.2.1  Subject to the provisions of Clause 4.1, Completion will take
              place after fulfilment of the last of the Conditions Precedent
              4.1.1 to 4.1.9 and 4.1.17 and at latest by 31 December 2001,
              unless the Parties agree otherwise in writing.

       4.2.2  The Parties agree that Completion will take place on 19 December
              2001 at 11:00 am at the office of Clifford Chance, 112, avenue
              Kleber, 75116 Paris or at any other date, time or location agreed
              to in writing between the Parties.

4.3    Operations at Completion

       4.3.1  At Completion, the Sellers shall deliver to the Buyer:

              (a)  the share transfer forms in respect of all the Shares duly
                   executed by the Sellers and the Non-Family Shareholders in
                   favour of the Buyer;

              (b)  a share transfer agreement in respect of the Shares drawn up
                   for the purpose of filing before the Tax Authorities duly
                   executed by the Parties;

              (c)  an agreement reproducing the relevant sections of this
                   Agreement signed by the Non Family Shareholders selling their
                   shares in the Company;



                                       27
<PAGE>


              (d)  the share transfer register and shareholders registers of the
                   Company showing the transfer of the Shares as well as the
                   share transfer registers and shareholders registers of the
                   Subsidiaries;

              (e)  the letters of resignation of all the corporate officers
                   (mandataires sociaux) of the Companies, the names of whom are
                   provided by Buyer to Sellers at least ten (10) Days prior to
                   Completion, confirming that the resigning officers have no
                   claims, financial or otherwise as corporate officers against
                   the Companies;

              (f)  signed minutes of the general meetings of shareholders (or
                   members) of the Companies to take place on Completion on the
                   agenda referred to in Clauses 4.1.6 and 4.1.7 above;

              (g)  a certified copy of the minutes of the board of directors of
                   the Company containing the approval of the transfer of the
                   Shares in favour of the Buyer and the Buyer's designees, the
                   identity of which will be given at least 10 days before
                   Completion;

              (h)  a certificate signed by the Sellers drawn up in the form
                   attached at Schedule 4.3.1 (h), stating that the
                   representations and warranties contained in this Agreement
                   are complete and correct at the date of Completion, that the
                   Sellers have complied with those obligations to which they
                   are subject in accordance with the provisions of this
                   Agreement and that none of the events or others set out in
                   Clauses 4.1.10, 4.1.11 and 4.1.12 have occurred;

              (i)  the Escrow Agreement in the form set out in Schedule 4.3.1
                   (i) signed by the Sellers and the escrow agent;

              (j)  a certified copy of the minutes of the works council of the
                   Companies evidencing the advice rendered on the Transaction;

              (k)  written evidence that the consents or approvals required from
                   third parties in relation to the material contracts listed in
                   Schedule 5.18.3 have been obtained;

              (l)  evidence of disposal of the Excluded Businesses (other than
                   Promoreal, SCI L'Avron, SCI du 48/54 rue de la Roquette, SCI
                   du 30 rue Carnot, SCI 14 rue Marius Delcher and Belvar which
                   will be disposed after Completion and no later than 30 June
                   2002) for no less than the amount in aggregate set out in
                   Schedule 4.3.1 (m); it being specified that no warranty shall
                   be provided concerning the Excluded Businesses sold to the
                   Sellers' Affiliates and that warranties concerning the
                   Excluded Businesses sold to third parties not being a
                   Sellers' Affiliate will be allowed since the Sellers will
                   indemnify the Companies as set out in Clause 8.1.1 (c).

       4.3.2  At the date of Completion, the Buyer shall deliver to the Sellers



                                       28
<PAGE>


              (a)  evidence of a transfer to JCB for value as at the date of
                   Completion of a sum equal to the Cash Price and the Estimated
                   Net Profit;

              (b)  documentation that the IFG Shares have been issued and
                   registered with the Sellers and the Non-Family Shareholders
                   as owners of the IFG Shares in the proportion stated in
                   Clause 3.3;

              (c)  the Escrow Agreement signed by the Buyer;

              (d)  a certificate signed by the Buyer drawn up in the form
                   attached at Schedule 4.3.2 (d), stating that the
                   representations and warranties contained in this Agreement
                   are complete and correct at the date of Completion, that the
                   Buyer has complied with those obligations to which it is
                   subject in accordance with the provisions of this Agreement
                   and that none of the events or others set out in Clauses
                   4.1.18 and 4.1.19 have occurred;

              (e)  the documents referred to in Clause 7.1;

              (f)  evidence of the appointment of JCB President and of the
                   directors of the Subsidiaries on the terms set out in
                   Schedule 4.1.7 (iii).

4.4    Operations after Completion

       The Buyer and the Sellers will co-operate fully to ensure that the
       following matters are completed as soon as possible after Completion:

              (a)  legal publicity formalities relating to the decisions of the
                   shareholders meetings of the Companies held at Completion;

              (b)  implementation of the rebranding plan for the Companies;

              (c)  registration by the Company of the following internet site
                   names: InsigniaBourdais.com; InsigniaBourdais.fr.

4.5    Property Management Joint Venture

       4.5.1  On 5 September 2000, the Company and Bourdais on the one hand and
              SCIC and GFF (hereafter collectively referred to as "GFF") on the
              other hand entered into the Property Management Joint Venture.

              The Property Management Joint Venture provides for the termination
              of the contract, should GFF and Bourdais not agree on the legal
              and financial terms (provided for by clause 3.1 of the contract)
              before 31 December 2000.

              The parties to the Property Management Joint Venture did not reach
              an agreement before 31 December 2000. No formal and written
              amendment to the Property Management Joint Venture has been
              executed to extend the time limit granted to reach a final
              agreement on the terms still to be agreed.

              As a result of the above and according to the latest discussions
              between GFF and Bourdais, GFF and Bourdais have agreed on the sale
              of SPGI and Martel &



                                       29
<PAGE>


              Bourdais to GFF. GFF and Bourdais intend to enter into new
              discussions as soon as possible with the Buyer in view of agreeing
              on the terms and conditions of a new property management joint
              venture agreement.

       4.5.2  The parties hereby undertake to fully co-operate to allow the
              Company and Bourdais to come to an agreement with SCIC and GFF
              providing, based upon Clause 4.5.1, for either (i) the setting up
              of a new property management joint venture taking into account the
              change of control of the Company and Bourdais and satisfactory for
              the Sellers and the Buyer or (ii) the management of the
              consequences of the failure to set up the initially contemplated
              Property Management Joint Venture under satisfactory terms for
              both the Company and GFF group as well as for both the Sellers and
              the Buyer. The Sellers will and will procure that the Companies
              allow the Buyer to be actively involved in the negotiations with
              SCIC and GFF, and the Sellers, the Companies and the Buyer will
              consult with each other prior to any decision being taken in
              respect of the relationship between the Companies and GFF in
              relation to property management.

4.6    Real property

       The Companies occupy the premises of which a list is set out in Schedule
       4.6.(a) by virtue of financial leases (credit-bail immobilier). The
       Parties hereby agree that these financial leases will be assigned to a
       Sellers' Affiliate which at Completion will enter into a commercial
       sub-lease (a model of which is set out in Schedule 4.6.(b)) with
       Bourdais.

       In the event that within two years of the date of Completion all or any
       part of the premises identified in Schedule 4.6.(c) are sold or
       otherwise disposed of, directly or indirectly (e.g. by way of assignment
       of financial lease(s), disposal of the shares of the Company(ies) owning
       the premises...) by the Sellers' Affiliates which own them and/or to
       which they are assigned under this clause, the capital gain made by the
       Sellers' Affiliates on such sale shall be split equally between such
       Sellers' Affiliates and Bourdais. A separate agreement detailing the
       provisions of this sub-clause shall be entered into by the Sellers'
       Affiliates and Bourdais at the latest at the Completion Date
       substantially on the terms of the draft attached as Schedule 4.6(d). An
       example of the calculation of the split is also set out in Schedule
       4.6.(d).

       A Sellers' Affiliate is to purchase the premises of which a list is set
       out in Schedule 4.6.(e), and will enter into a commercial lease (a copy
       of which is set out in Schedule 4.6.(f)) with Bourdais.

       SCI 160 Haussmann and Bourdais will enter into a new commercial lease a
       copy of which is attached as Schedule 4.6(g) at Completion at the
       latest.



                   SECTION 2 - REPRESENTATIONS AND WARRANTIES

5.     REPRESENTATIONS AND WARRANTIES OF THE SELLERS



                                       30
<PAGE>


       The Parties expressly recognise that the representations and warranties
       contained in this Clause 5 constitute a necessary and determining
       condition of Buyer's undertaking to purchase the Shares under the terms
       of this Agreement. Without prejudice to any legal warranties, the
       Sellers represent and warrant the following at the Date of this
       Agreement as well as, unless otherwise stated, at the date of Completion
       pursuant, inter alia, to the certificate referred to in Clause 4.3.1
       (h):

5.1    Capacity of the Sellers

       5.1.1  The Sellers have full capacity to enter into this Agreement, to
              perform their obligations under this Agreement and to benefit from
              the rights contained herein.

       5.1.2  With the exception of those which are a Condition Precedent, there
              exists no consent, authorisation or judicial decision which is
              necessary for the Sellers to execute and to perform their
              obligations under this Agreement and which has not yet been
              obtained. The Sellers represent, in this respect, that they have
              satisfied in accordance with the conditions required by Article
              L.432-1 of the Labour Code (Code du Travail) all of their
              obligations which are set out therein.

       5.1.3  This Agreement validly binds the Sellers in accordance with its
              terms.

5.2    Incorporation of the Companies

       5.2.1  The Companies have been duly incorporated, validly exist, are
              fully entitled to own their assets and carry on their activity.
              The Companies are validly registered and have validly registered
              their registered offices as well as their branch offices. The
              Companies are not subject to any proceedings, whether commenced or
              not, with a view to preventing or settling difficulties in the
              business (prevention et reglement amiable des difficultes des
              entreprises) nor are the Companies subject to reorganisation or
              liquidation proceedings and there are no grounds for making one of
              the Companies subject to such proceedings. Likewise, they are not,
              nor have they ever been the object of a petition seeking to
              declare their dissolution or their nullity.

       5.2.2  The corporate bodies of the Company and the Subsidiaries function
              in accordance with applicable laws and regulations and all the
              register, books and documents (especially relating to accounting
              matters) of the Company and the Subsidiaries have been and are
              regularly maintained.

5.3    Share capital

       5.3.1  A up-to-date list of the shareholders of each of the Companies as
              at the Date of the Agreement is set out in Schedule 5.3.1.

       5.3.2  The Shares, the Subsidiaries Shares and the Other Shares make up
              all of the share capital of the Companies.

       5.3.3  The Shares, the Subsidiaries Shares, the Other Shares and the
              Warrants are the only financial securities issued by the
              Companies.



                                       31
<PAGE>


       5.3.4  The Shares, the Subsidiaries Shares and the Other Shares are fully
              paid-up. They have been validly issued and the Shares, the
              Subsidiaries Shares and Other Shares are transferable in the
              conditions set forth in the Companies' respective by-laws.

       5.3.5  Except as set out in Schedule 5.3.5, the Shares are free from all
              Encumbrances.

       5.3.6  The Sellers and the Companies have full ownership of the Shares
              and Subsidiaries Shares they own as described in Schedule 5.3.1.

              The Sellers and the Non Family Shareholders who have agreed to
              sell their shares in the Company to the Buyer as provided in this
              Agreement will have at Completion full ownership of at least 95%
              of the Shares and the Company will hold 100% of Bourdais Gerance
              and at least 95% of the share capital and the voting rights of
              Bourdais and Bourdais will hold at least 95% of the shares in
              Bourdais Expertises SA and 100% of the share capital and voting
              rights of the other Subsidiaries. The rights of ownership of the
              Sellers and of the Companies at Completion over the Shares and the
              Subsidiaries Shares will be regular and will not give grounds for
              opposition by a third party.

       5.3.7  Except as set out in Schedule 1.1.1(m), the Companies have not
              given any undertaking whatsoever to increase their share capital
              through options, conversions, exchanges or any other means. The
              Companies have not put in place nor taken any measure to put in
              place, any plan to subscribe for or to buy shares (plans d'options
              ou de souscription d'actions).

       5.3.8  Except as set out in Schedule 5.3.8, as at Completion there is no
              agreement or contract in respect of the Shares and the
              Subsidiaries Shares binding the shareholders or members of the
              Companies between themselves or against any third party.

5.4    Interests- Profit sharing agreements

       5.4.1  Except as set out in Schedule 5.4.1 (i), the Companies are not the
              owners of any direct or indirect interest of whatever amount in a
              company or in an entity where the partners liability is joint and
              several and/or indefinite and except as set out in Schedule 5.4.1
              (ii) have never been partners or shareholders of entities of this
              nature in respect for which they may still be liable. No Company
              holds a directorship in or is an officer of a company other than
              the Companies, nor can it be held to be a de facto manager, it
              being specified that JCB is a member of the board of the companies
              listed in Schedule 6.6.6.

       5.4.2  Except for the legal compulsory regime for interested salaried
              employees, the Companies are not bound nor have they undertaken to
              be bound by any contract or agreement seeking to share all or part
              of the profits attributable to the Shares and the Subsidiaries
              Shares with any third party other than in the ordinary course of
              business.

       5.4.3  The obligations and liabilities of the Companies in respect of the
              minority shareholdings in SEM 92, Immob Aquitaine, FNAIM and GIE
              Immostat are



                                       32
<PAGE>


              limited to the amount of their contribution to the share capital
              of each of those companies.

5.5    French Completion Accounts

       The French Completion Accounts have been prepared in accordance with the
       books and records of the Companies in conformity with the Accounting
       Methods and Principles applied on a basis consistent with those applied
       by the Companies in preparing previous accounts. The French Completion
       Accounts are true and accurate (reguliers et sinceres) and give a fair
       view (image fidele) of the financial situation and of the assets and
       liabilities of the Companies as at 31 March 2001 as well as of the
       operating result during the corresponding period.

5.6    Off balance sheet liabilities

       5.6.1  All the liabilities, whether or not contingent, of the Companies
              are reflected in the French Completion Accounts in accordance with
              the Accounting Methods and Principles and sufficient provisions in
              accordance with the Accounting Methods and Principles have been
              booked in respect thereof.

       5.6.2  The approval of the accounts in relation to the current financial
              year by the Buyer in a shareholders meeting of the Company or by
              the Company in a shareholders meeting of the Subsidiaries will not
              be deemed to derogate from the representations and warranties
              contained herein nor will it exempt the Sellers from any
              liabilities.

       5.6.3  Except as set out in Schedule 5.6.3 the Companies have not agreed
              to any security, charge, guarantee, encumbrance or letter of
              comfort for the performance of contractual undertakings either by
              third parties or by the Companies or by the Sellers other than in
              the ordinary course of business.

       5.6.4  Except for as set out in Schedule 5.6.4, the Sellers and/or the
              Sellers' Affiliates have not given any security, charge,
              guarantee, pledge or letter of comfort for the performance of any
              of the undertakings of the Companies.

       5.6.5  There exist no off balance sheet liabilities other than those
              mentioned in the French Completion Accounts and in Schedule 5.6.5.

5.7    Corporate officers and employees of the Companies

       5.7.1  The list of salaried employees and corporate officers of the
              Companies set out in Schedule 5.7.1 contains details of their
              contracts, age, seniority, category and classification as the case
              may be, as well as their remuneration (including all bonuses and
              benefits in kind).

       5.7.2  No person other than the employees listed in Schedule 5.7.2 can
              claim to be in a position of subordination (lien de subordination)
              with any of the Companies.

       5.7.3  Copies of agreements and contracts entered into by the Companies
              with the Executives are set out in Schedule 5.7.3 (i). At the Date
              of the Agreement, except as set out in Schedule 5.7.3 (i), none of
              the individuals referred to in the



                                       33
<PAGE>


              said Schedule has given or been given notice or to the Sellers'
              knowledge threatened to terminate his relationship with the
              Companies or indicated that he is considering terminating his
              position.

       5.7.4  Schedule 5.7.4 defines for each of the Companies the applicable
              collective agreements and details in respect of each Company and
              for each distinct entity (etablissement distinct):

              (a)  the collective agreements (conventions collectives) and the
                   applicable internal agreements;

              (b)  the systems of remuneration including bonuses, commissions,
                   and benefits in kind in favour of all personnel or certain
                   categories of salaried employees;

              (c)  participation agreements, profit sharing, saving-plan
                   agreements and stock-option plans ;

              (d)  the system in respect of insurance and retirement benefits;

              (e)  the customs and practices applicable to all personnel or to
                   certain categories of salaried employees giving rise to
                   supplementary collective benefits and those arising out of
                   law or the collective agreements;

       5.7.5  Set out in Schedule 5.7.5 for each of the Companies:

              (a)  standard work contracts of employees;

              (b)  standard work contracts of salaried executives not referred
                   to in Schedule 5.7.3;

              (c)  a copy of settlement agreements signed with the salaried
                   employees and corporate officers of the Companies entered
                   into within twelve (12) months preceding the Date of this
                   Agreement;

              (d)  all undertakings, other than those contained in the
                   settlement agreements referred to in (c) above, giving to the
                   salaried employees concerned additional benefits to those
                   referred in Schedules 5.7.1, 5.7.3 and 5.7.4;

              (e)  a note providing the essential terms of loan contracts
                   entered into between employees and the Companies and the sums
                   outstanding due on the Date of this Agreement.

       5.7.6  The Companies comply and have always complied with all provisions
              of labour law the violation of which carries a penalty such as but
              not limited to, a fine or imprisonment and with all applicable
              material social security provisions in particular in respect of
              working hours, health and safety in the workplace. And there has
              not been any material contravention of any agreement, contract or
              undertaking referred to above.



                                       34
<PAGE>


       5.7.7  The retirement plans, profit-sharing agreements, participation and
              saving-plan agreements referred to in Schedule 5.7.4 are managed
              in accordance with the applicable laws and regulations and the
              sale and purchase of the Shares is not likely to modify the rights
              of the employees or officers by virtue of the said plans. The
              provisions registered in the French Completion Accounts cover all
              obligations in that respect in accordance with the Accounting
              Methods and Principles.

       5.7.8  Except as set out in Schedule 5.7.8 and Schedule 5.7.5, except as
              provided for in the French Completion Accounts and except for
              those which may be the consequence of the disputes and/or
              litigation set out in Schedule 5.7.15, the Companies do not have
              any liabilities whatsoever towards former employees or managers
              and in particular there are no obligations which have not yet been
              satisfied in respect of a breach of any employment or service
              contract or in respect of redundancy payments or payments for
              unfair dismissal or for not having respected any obligation to
              reinstate an employee.

       5.7.9  Except as set out in Schedule 5.7.9, no written undertaking to
              employ any additional person has been given by any of the
              Companies which is still binding.

       5.7.10 Except as set out in Schedule 5.7.10 (i) and Schedules 5.7.3 and
              5.7.4, as the case may be, the corporate officers or managers of
              the Companies do not benefit from any employment contract, service
              contract with any one of the Companies or from any particular
              benefit given by any of the Companies. Similarly, no corporate
              officer has collected any remuneration from any of the Companies.
              The list of the corporate officers or managers holding Other
              Shares are set out in Schedule 5.7.10 (ii).

       5.7.11 The Companies have not committed themselves in any way towards any
              employee or officer of the Companies (or former employee or
              officer of the companies) to pay a bonus or a remuneration of any
              sort, the payment of which is conditional upon the completion of
              part or all of the transactions contemplated by this Agreement.
              The sale or exchange of shares in Bourdais to the Company by the
              Non Family Shareholders and any other sale or exchange of shares
              of the Subsidiaries will not be deemed to be such a payment.

       5.7.12 Likewise Completion will not give rise to an obligation on the
              part of the Companies to pay any sum, or to pay in advance or to
              increase the amount due to any of the employees or officers
              (whether still in employment or still officers or not). It is
              agreed that this Section shall not apply where any Employee leaves
              or is dismissed after Completion.

       5.7.13 Except as set out in Schedule 5.7.13, there is no collective
              redundancy or social plan for whatever reason in the Companies and
              there have been no collective redundancies during the previous
              twelve (12) months.



                                       35
<PAGE>


       5.7.14 For the past twelve (12) months, there has not been any personnel
              collective conflict (conflit collectif) in the Companies and there
              exists no threat of such conflict.

       5.7.15 Schedule 5.7.15 sets out (i) the current employment litigation
              (including all disputes with the collection bodies of the social
              security contributions and unemployment benefits or similar bodies
              as well as dispute and/or litigation with the labour
              administration) and details the parties who are subject to such
              proceedings, the subject-matter of the litigation, the stage of
              the proceedings, the sums claimed from the Company concerned, as
              well as the amount of the provisions made for such proceedings in
              the French Completion Accounts, and (ii) the disputes and/or
              litigation which the Companies estimate they may be involved in
              and the possible sums due in this respect.

       5.7.16 Schedule 5.7.16 lists the material observations, investigation,
              letters before action and minutes made by the Labour Inspectors
              (Inspecteur du Travail) having jurisdiction over the Companies and
              their branches (etablissements) over the course of the previous
              two (2) years together with a description of the corrective action
              taken, as the case may be. The works provided for in the leases
              set out in Schedules 4.6 (b), (f) and (g) will be sufficient for
              compliance with the remarks made in Schedule 5.7.16.

       5.7.17 Schedule 5.7.17 lists the controls, verifications and
              reassessments carried out by the collection bodies for
              contributions to the social security and unemployment insurance
              during the past two (2) years with respect to the Companies,
              together with a description of payments made and corrective
              measures taken as a consequence, as well as a list of potential
              reassessments which may be carried out in the future on the
              present operations of the Companies.

5.8    Real Property

       5.8.1  None of the Companies owns any building, land or premises.

       5.8.2  Subject to Clause 4.6, the Companies are tenants of the Rented
              Premises listed in Schedule 5.8.2. Except for those items set out
              in the same Schedule, the leases or sub-leases in respect of the
              Rented Premises are all commercial leases as governed by articles
              of the Commercial Code. Subject to the same Schedule, the
              Companies benefit from the commercial ownership in respect of the
              Rented Premises and all publications and necessary authorisations
              in this respect have been obtained. The Companies have complied
              with their material obligations pursuant to the leases or
              sub-leases and none of the Companies are subject to an order or
              decision of non-renewal. To the Sellers' knowledge, there is no
              risk that the Rented Premises be declared dangerous or unfit for
              use, nor do they make it necessary for the occupiers thereof to
              perform works with a view to complying with the applicable
              regulations, bearing in mind the activities currently performed
              therein. The Companies are up to date in payment of all due rent,
              and have not received any notice of pending rent reviews,
              increased costs, dilapidations or other which would amend their
              obligations under the leases or sub-leases listed in Schedule
              5.8.2.


                                       36
<PAGE>


       5.8.3  The Rented Premises are, together with their equipment, in a good
              state of repair.

       5.8.4  The financial leases or those leases containing a purchase option
              in respect of the premises, the leases or the sub-leases in
              respect of the Rented Premises are not subject to any contentious
              opposition save for the disputes and litigation referred to in
              Clause 5.16. To the Seller's knowledge, there does not exist any
              event which may lead to the termination of the leases or
              sub-leases or which may render the leases or sub-leases void.

       5.8.5  Except as set out in Schedule 5.8.5, the Companies have not
              granted any leases or sub-leases to a third party. All of the
              Rented Premises are used for the needs of their activity to the
              exclusion of all personal and employee accommodation needs.

       5.8.6  No decision has been notified by an administrative authority which
              may restrict or modify the use by the Companies of the Rented
              Premises.

       5.8.7  Except as set out in Schedule 5.8.7 (e.g. the Premises), the
              Rented Premises constitute all the real property necessary for the
              Companies to carry out their activities whatever such activities
              may be and there is no other lease, financial lease or other title
              of occupation in respect of the fixed assets other than the Rented
              Premises.

       5.8.8  Except as set out in Schedule 5.8.8, there exists no undertaking
              or obligation to buy real property, to enter into a financial
              lease or to enter into a lease given by the Companies.

       5.8.9  As a result of the assignment of the financial leases referred to
              in Clause 4.1.9 none of the Companies will have or incur any
              obligation, expense or liability of any nature pursuant to such
              financial leases.

5.9    Assets

       5.9.1  The Companies have good title to all of the material Assets used
              in their activity except those Assets which they use by virtue of
              financial lease contracts or any other lease, each of which is set
              out in Schedule 5.9.1. The material Assets are free from any
              Encumbrance or third party rights. The material Assets exist, are
              in the possession of the Companies and constitute all of the
              material Assets which are necessary for the carrying out of the
              activities of the Companies in their ordinary business.

       5.9.2  All the material Assets are in a good condition and working order,
              fit for their particular purpose and are well maintained and
              repaired.

       5.9.3  All the financial leases and lease contracts in respect of the
              material Assets are in force, consist of contracts entered into
              under normal conditions, and have not been and will not be
              terminated before the date of Completion other than in the
              ordinary course of business.




                                       37
<PAGE>


       5.9.4  The Companies will be able to validly exercise on the appropriate
              date the options that they hold in respect of the financial
              leases.

5.10   Receivables- Provisions

       5.10.1 In the Companies' reasonable judgement, the receivables, net of
              provisions, shown in the French Completion Accounts which remain
              outstanding at the Last Accounting Date are certain, liquid and
              due at the Date of this Agreement or will be on the date on which
              they are due and payable; they have been provided for in
              accordance with the Accounting Methods and Principles. To the
              Sellers' knowledge, none of the receivables are subject to a
              counterclaim or indemnities and no receivable due and payable
              before or at the Date of this Agreement has not been paid except
              those receivables provided for in the French Completion Accounts.
              The receivables, net of any provisions booked in the French
              Completion Accounts, have been or will be paid within six months
              of Completion except as stated in Schedule 5.10.1.

       5.10.2 The receivables which have arisen and have been booked in
              accordance with Accounting Methods and Principles or will arise
              and will be booked between 1 April 2001 and the date of Completion
              will be paid within six months of Completion for the amount net of
              any provisions for which they have been booked in the accounting
              records of the Companies in accordance with Accounting Methods and
              Principles, except as stated in Schedule 5.10.2.

       5.10.3 The Companies have made provisions in accordance with the
              Accounting Methods and Principles for rebates, discounts and other
              benefits and undertakings agreed to with their clientele whether
              immediate or annual and more generally, all provisions necessary
              in accordance with the Accounting Methods and Principles have been
              made for all impositions direct or indirect and which are or could
              be a burden on the Companies.

5.11   Business

       The Companies are owners of their business without any restriction. The
       businesses of the Companies have always been run (and are run) in a
       normal and proper way with the object of maintaining their activities
       and preserving their existence as businesses. They are not subject to
       any Encumbrance and are not subject to any leasing arrangements
       (location gerance).

5.12   Intellectual Property Rights and software rights

       5.12.1 The Companies are without restriction legitimate owners of the
              Intellectual Property Rights that they use in carrying out their
              activities. A list of Intellectual Property Rights indicating
              their lodging and/or registration in France, other countries and
              internationally when such registration is required by the
              applicable legislation, is set out in Schedule 5.12.1. These
              registrations and/or lodging with the appropriate authority are
              regular and enforceable and cannot be the subject of any
              opposition whatsoever in particular through lack of payment or
              insufficiency of use.




                                       38
<PAGE>


       5.12.2 Except as set out in Schedule 5.12.2 and except for the use of the
              "ONCOR" brand name, the Companies do not use any Intellectual
              Property Right belonging to third parties and have never been
              informed of any claim in this respect.

       5.12.3 The Companies are not aware of, and have not drawn up any claim
              nor undertaken any action concerning, the use by a third party of
              the Intellectual Property Rights.

       5.12.4 Schedule 5.12.4 details the computer software used by the
              Companies and sets out for each of them, whether such computer
              software belongs to the Companies or whether one or more of the
              Companies has a licence in respect of it. The Companies have not
              granted a licence to any third party in respect of the computer
              software belonging to them and they have no knowledge of any use
              of such computer software by any third party. None of the
              Companies use without authorisation, computer software belonging
              to third parties and have not been informed of any claim in this
              respect.

       5.12.5 The Intellectual Property Rights and computer software listed in
              Schedules 5.12.1 and 5.12.4 constitute all of the intellectual
              property rights and computer software necessary for the carrying
              out of the activities of the Companies in the ordinary course of
              business as carried out in the twelve (12) months preceding the
              Date of the Agreement.

       5.12.6 Except as set out in Schedule 5.12.6, no entity other than the
              Companies is entitled to use, or to the Sellers' knowledge uses,
              the Bourdais name.

5.13   Insurance

       5.13.1 Schedule 5.13.1 lists all the insurance policies entered into by
              the Companies.

       5.13.2 These policies cover all the property and assets and extend to all
              risks which have to be or are normally insured against with regard
              to the activity carried out by the Companies pursuant to usual and
              standard conditions, and in particular, they cover operating loss
              and professional liability.

       5.13.3 Schedule 5.13.3 sets out the incidents for the previous two (2)
              accounting periods in respect of which the Companies have made
              claims or notified potential claims under the policies set out in
              Schedule 5.13.1 together with the amount of payments made by the
              insurance companies under such policies which exceed FRF 100,000.

       5.13.4 The Companies are up-to-date with the payment of their premiums in
              respect of the policies mentioned in Schedule 5.13.1 and have
              complied with all formalities and contractual clauses contained in
              such policies; none of the Companies has been informed by the
              insurance companies concerned of their intention to increase the
              premiums, or to terminate the policies or not to renew them.

5.14   Loans



                                       39
<PAGE>


       5.14.1 The Companies benefit from medium and long-term loans and other
              financial aids whether or not repayable, as set out in Schedule
              5.14.1 (which sets out notably the amount, the duration and the
              guarantees in respect of the loans in question).

       5.14.2 Set out in Schedule 5.14.2 and Schedule 4.3.1(m), are loans and
              other financial aids given by the Companies to third parties or
              between the Companies themselves.

       5.14.3 All of the loans and financial aids have been regularly given and
              contain normal and standard conditions.

       5.14.4 The Companies comply in all respects with their contractual
              obligations pursuant to the loans set out in Schedule 5.14.1. Such
              loans are not subject to any contentious opposition, except for
              those disputes and litigation referred to in Clause 5.16.

       5.14.5 Except for those items set out in Schedule 5.14.5, the Companies
              have not been granted any subsidy or State aid and have not
              benefited from any forgiveness of debt.

       5.14.6 The loans to the Excluded Businesses and the amounts of share
              capital in the Excluded Businesses will not vary from the amounts
              shown in Schedule 4.3.1(m) until the date of disposal of any
              Excluded Business. For the avoidance of doubt, any breach of this
              clause which is remedied by application of Clause 3.11 shall not
              be a Loss and shall not be indemnifiable under this Agreement.

5.15   Environment

       No employee or former employee of the Companies suffers or is likely to
       suffer from illness or disability as a result of exposure in the context
       of his/her activities in the Companies to any toxic substances and in
       particular asbestos.

5.16   Litigation

       5.16.1 Subject to the information contained in Schedule 5.16.1, none of
              the Companies is subject to any claim from third parties,
              contentious or non-contentious, for an individual sum in excess of
              FRF 200,000 and the total amount of third party claims,
              contentious or not, of an individual amount less than or equal to
              FRF 200,000 does not exceed FRF 1,000,000.

       5.16.2 Except for the litigation described in Schedule 5.16.2, the
              Companies are not subject to any litigation, legal proceedings,
              investigation or administrative proceedings or arbitration, for a
              claim in excess of FRF 200,000 and to the Sellers' knowledge there
              is no fact or event which suggests that such proceedings may
              arise.

       5.16.3 None of the sanctions set out in clauses 131-37 to 131-49 of the
              new French Penal Code (Nouveau Code Penal) have been pronounced
              against the


                                       40
<PAGE>


              Companies. In the same manner, to the Sellers' knowledge no
              judicial procedure is under way which might result in the
              Companies being made subject to the aforementioned sanctions.

       5.16.4 In the Companies' reasonable judgement, any litigation which the
              Companies are or may be subjected to is sufficiently provided for
              in the French Completion Accounts to guarantee all risks and
              liabilities associated with such litigation.

       5.16.5 The Companies have not been notified by any administrative body
              whatsoever of a breach of a legal or regulatory provision, and the
              Companies have not been subject to any judgement or order
              affecting them or affecting their activities or their assets or
              which could affect their financial situation.

5.17   Customers

       5.17.1 Schedule 5.17.1 contains a list of the clients who generated more
              than 1% of the turnover of any of the Companies over the twelve
              (12) months to 31 March 2001, together with the current
              contracts/mandates entered into with such clients, as well as
              details of claims by such clients over the twelve (12) months to
              31 March 2001.

       5.17.2 Except as set out in Schedule 5.17.2, none of the Companies has
              received any notice from any of the clients referred to in
              Schedule 5.17.1 indicating that it intends to terminate its
              relationship or significantly reduce its level of activity with
              any or all of the Companies, immediately or in the future.

5.18   Contracts

       5.18.1 Schedule 5.18.1 contains an exhaustive list of the contracts
              entered into by any of the Companies:

              (a)  of a duration in excess of two (2) years and/or involving an
                   amount of FRF 500,000 or more per annum (other than any
                   employment contracts, commercial leases and other contracts
                   specifically referred to or listed in the other Schedules);
                   or

              (b)  which can only be terminated by the paying of an indemnity
                   greater than FRF 200,000 or requiring a period of notice of
                   more than three (3) months; or

              (c)  with sub-contractors; or

              (d)  with consultants; or

              (e)  limiting the ability of the Companies to carry out their
                   activities particularly by way of a non-compete clause in
                   respect of properties over 50,000 sq ft; or

              (f)  in respect of mergers, contributions, purchase of assets,
                   shares or parts including in particular representations and
                   warranties still in force; or



                                       41
<PAGE>


              (g)  organising with (a) third party(ies) the rules in respect of
                   the holding of share capital or the control of a company or
                   an undertaking; or

              (h)  setting forth the conditions to which one of the Companies
                   must comply in order to benefit from an aid or a grant from a
                   public authority; or

              (i)  in respect of mandates from banks or other financial
                   intermediaries; or

              (j)  in respect of research and development or the transfer of
                   know-how; or

              (k)  in respect of collaboration or franchise arrangements; or

              (l)  entered outside the normal course of business.

       5.18.2 The Contracts referred to in Clause 5.18.1 (the "MATERIAL
              CONTRACTS") are sufficiently legally documented to enable the
              Companies to exercise their rights thereunder. The Material
              Contracts have been validly entered into, are in full force and
              effect and are not subject to any contentious or non-contentious
              claim other than that described in Clause 5.16. The Companies have
              complied with their material contractual obligations and to the
              Sellers' knowledge and except as set out in Schedule 5.18.2 there
              exists no event which may give rise to termination or amendment of
              said contracts or render the contracts void or which may authorise
              a third party to demand prompt payment or the payment of a penalty
              clause or give rise to any liability on the part of any of the
              Companies or their respective officers, directors or employees.

       5.18.3 There exists no contract or undertaking containing a termination
              clause or a prompt payment clause or a modification to the
              provisions in the event of a change of control within the
              Companies as defined in article L.233-16 of the Code de Commerce
              or a change in the management team of the Companies except as
              described in Schedule 5.18.3.

       5.18.4 All payments provided for in the contract between Immo-by-tel and
              Bourdais were made prior to 31 March 2001.

5.19   Relationships with the Sellers and the Executives

       5.19.1 Except for relations and contracts referred to in Schedule 5.19.1,
              the Companies have not and have never had relations with the
              Sellers and the Executives other than as a company with its
              shareholders and employees, and in particular none of the
              Companies:

              (a)  is a creditor or a debtor of any of the Executives in respect
                   of any payment other than under contracts of employment
                   contained in Schedule 5.7.3 or is a creditor or a debtor of
                   any of the Sellers;

              (b)  uses, either gratuitously or for payment, any property
                   belonging to the Sellers or the Executives;

              (c)  has given to the Sellers or the Executives any particular
                   right over its assets; and



                                       42
<PAGE>


              (d)  has generally entered into with the Sellers or the Executives
                   any agreement or arrangement whether or not, written or
                   implied other than under contracts of employment contained in
                   Schedule 5.7.3

       5.19.2 Sellers and Executives in Clause 5.19.1 shall include the Sellers'
              Affiliates and the Executives' Affiliates.

5.20   Tax Regulations

       5.20.1 The Companies have always been in accordance with the Tax
              Regulations whether French or foreign.

       5.20.2 The Companies are up to date in the payment of all Taxes. Adequate
              provisions have been made in the French Completion Accounts in
              accordance with the Accounting Methods and Principles for all
              future Taxation.

       5.20.3 The Companies have made and filed all declarations and have
              complied with all formalities required by the Tax Regulations in
              the form required and within the necessary time limit. These
              declarations have always been and remain exact and complete and
              contain no error, omission, inexactitude or material item which is
              missing.

       5.20.4 The basis and amount of Tax for which the Companies have been or
              are liable has always been determined in a correct manner in
              conformity with the Tax Regulations in force and are not to be
              adjusted or reassessed.

       5.20.5 The Companies are not the subject of any current tax examination
              in relation to the Taxes and the Companies are not aware, directly
              or indirectly, of any tax examination in respect of Taxes or any
              enquiry instigated by an administrative authority leading, or
              likely to lead to the payment of a Tax or a reassessment of any
              Tax basis. The Companies have not received any notice of
              reassessment nor have they otherwise been informed (in writing or
              orally) by any administrative authority of its intention to carry
              out any reassessment whatsoever.

       5.20.6 The Companies have not entered into any agreement or transaction
              which might be reassessed, rejected or re-qualified on the grounds
              that the Companies have attempted to evade, circumvent or reduce
              its Tax obligations or that of another person.

       5.20.7 The Companies have not entered into any agreement or transaction
              or obtained any concession, allowance or abatement in respect of a
              Tax, with any administrative or political authority whatsoever,
              that is not based on a strict application of the Tax Regulations.

       5.20.8 The sale of the Shares will not lead to any Taxation on the
              Company or one of the Companies or a loss or the placing into
              question of any Tax advantage or of any particular tax regime.

       5.20.9 The Companies benefit from the tax and social benefits as well as
              the grants or other public subsidies listed in Schedule 5.20.9.
              Except as set out in



                                       43
<PAGE>



               Schedule 5.20.9, the Companies have not obtained any tax or
               social benefit (such as an exemption or a modification of the
               Taxation) which could be withdrawn, lost, or questioned. The
               Companies comply with all provisions of all social and tax
               benefits, all agreements or subsidies that they have received.
               All tax-credits (including any tax concessions "avoirs fiscaux")
               have been used in accordance with the Tax Regulations.

       5.20.10 The Companies benefit from carried-forward tax losses (including
               deferred depreciation) and "carry back" debts listed in Schedule
               5.20.10. The debts referred to in this same Schedule are true,
               accurate and fair in its sum and is capable of being repaid in
               whole or used as payment for the Taxes that the company concerned
               will be owed in the future.

       5.20.11 The Companies are not members of a tax group set-up in accordance
               with the provisions of article 223 A and seq. of the French
               General Tax Code (Code General des Impots).

       5.20.12 The Companies incorporated under the laws of France are and have
               always been exclusively registered in France for the purpose of
               Taxes.

       5.20.13 None of the Companies uses an entity or holds directly or
               indirectly shares, parts, financial rights, or voting rights in a
               company or a group falling within the conditions of article 209 B
               of the French General Tax Code (Code General des Impots). None of
               the Companies owes sums, or has made payments or transfers
               falling within article 238 A of the French General Tax Code (Code
               General des Impots). None of the Companies has transferred assets
               outside France in circumstances defined in article 238 bis-0 I of
               the French General Tax Code (Code General des Impots). The
               Companies are not and have never been a service supplier within
               the meaning of article 155 A of the French General Tax Code (Code
               General des Impots).

       5.20.14 The Companies have never been party to a transfer, sale,
               exchange, contribution or assignment of any kind, for which they
               would not have paid registration duties, contribution or
               transformation fees, stamp duty, real estate registration taxes
               or any other charge which they would be legally or contractually
               bound to pay.

       5.20.15 With the exception of those items set out in Schedule 5.20.15,
               none of the Companies benefit from a particular tax regime
               conditional to an undertaking given on their part. For those
               Companies benefiting from such a regime, the undertakings subject
               to which the particular tax regime has been granted have always
               been and remain fully respected.

       5.20.16 Except as detailed in Schedule 5.20.16, none of the Companies
               benefit or have benefited from a grace period, deferred or change
               in levy, due to the occurrence of an event before the date of
               Completion.



                                       44
<PAGE>


       5.20.17 Except as indicated in Schedule 5.20.17, the value of the assets
               and liabilities of the Companies appearing in the French
               Completion Accounts corresponds to the tax value of the said
               assets and liabilities.

       5.20.18 The Companies, which have been party to any restructuring
               operation (such as a merger, partial contribution of assets,
               assets contributed to capital exchange or contribution of shares
               or otherwise) have regularly entered into all undertakings giving
               rise to the special tax regime which they have called upon and
               which they have followed in the course and following such
               restructuring operations. Such undertakings have always been and
               are still complied with.

       5.20.19 The Companies possess all the documents necessary to justify the
               information contained in the documents or declarations referred
               to in Clause 5.20.3 as well as their decisions in respect of the
               application of the Tax Regulations. The Companies possess all the
               documents necessary to prove the existence and amount of all
               deferrable deficits, tax-credits, tax concessions (avoir fiscal)
               or claims against a tax authority which they could have recourse
               to or from which they could obtain reimbursement. More generally,
               the Companies satisfy their legal and regulatory obligations
               (such as commercial regulations) regarding the period during
               which they must maintain certain documents.

5.21   Bank accounts, delegations of power, etc.

       5.21.1  Schedule 5.21.1 lists the bank accounts and safety deposits in
               the name of the Companies and sets out the authorised signatories
               as well as the required conditions, in particular in relation to
               joint signatories, for the operation of the accounts and access
               to the safety deposits.

       5.21.2  Schedule 5.21.2 contains a list of all nominated signatories,
               delegations of power, proxies and authorisations of whatever
               nature and form granted by the Companies to any person for other
               purposes than the operation of bank accounts.

5.22   Impact of the introduction of the Single European Currency

       No investment is necessary in order to deal adequately with the
       introduction of the Single European Currency or has been insufficiently
       provided for.

5.23   Authorisations and other permits

       5.23.1  In the countries where the Companies exercise an activity, or in
               those countries affected by the activities of the Companies:

               (a)  the Companies and/or the employees, as the case maybe, have
                    all the Authorisations necessary for the exercise of their
                    activity, such as it is currently exercised. These
                    Authorisations, a list of which appears as Schedule 5.23.1,
                    are in full force at the date of Completion and will remain
                    in force for the duration for which they were granted;



                                       45
<PAGE>



               (b)  the Companies and/or the employees, as the case maybe, are
                    members of all professional organisations which are directly
                    or indirectly necessary for the carrying out of their
                    activities;

               (c)  the Companies or the employees, as the case maybe, have not
                    received any notification from a competent authority
                    bringing into question the Authorisations or substantially
                    modifying their contents or casting doubt on their renewal,
                    except for those items set out in Schedule 5.23.1.

       5.23.2  There exists no fact or event capable of leading to the
               revocation, suspension or the placing into question of the
               Authorisations applicable to the Companies and/or the employees,
               as the case maybe, or which may lead to the liability of the
               Companies or the liability of their managers, officers or
               employees.

5.24   Laws and regulations

       5.24.1  The Companies have always complied with the material provisions
               of all laws and regulations (for the property transaction
               business in accordance with usual practice and in the same manner
               as their competitors) as well as all time-limits of all
               authorities or other administrative bodies which are or have been
               applicable to them.

       5.24.2  No criminal sanction has been pronounced against the Sellers, the
               managers in fact or in law of the Companies, or the holders of
               the Authorisations. In the same manner, no proceedings are
               currently under way which might lead to the prosecution of the
               Sellers, the managers in fact or in law of the Companies or the
               holders of the Authorisations.

       5.24.3  The Companies will not be held criminally liable in relation to a
               breach of any law or regulation further to the terms of article
               121-2 of the new French Penal Code (Nouveau Code Penal).

       5.24.4  Except for as set out in Schedule 5.24.4, the Sellers, the
               managers in fact or in law of the Companies or the holders of
               Authorisations cannot be held criminally liable by virtue of any
               offence as provided for in legislation or applicable regulations.

       5.24.5  No Company is a party to or implicated in an agreement, decision,
               association or concerted practice nor has put into effect a
               practice or decision:

               (a)  prohibited by articles 85 and 86 of the Treaty of Rome or by
                    national legislation relating to competition law;

               (b)  has been made the subject of a demand of declaration of
                    inapplicability or negative attestation or exemption by the
                    European Commission or national competition authorities or
                    an undertaking from the European Commission or national
                    competition authorities.



                                       46
<PAGE>


       5.24.6  No authorisation, whether or not administrative, is necessary in
               respect of the purchase of the Shares except the shareholders'
               approval set out in Clause 4.3.1 (g) since neither IFG nor the
               Buyer has any business in France.

5.25   Effect of the transfer of the Shares

       To the Sellers' knowledge, the transfer of the Shares to the Buyer as
       well as the completion by the Sellers of their obligations pursuant to
       this Agreement will not affect in an adverse way the legal situation of
       the Companies and except as set out in Schedule 5.25.1 will have no
       effect on the rights and obligations of the Companies in respect of any
       person. In particular but not exhaustively:

               (a)  They will not lead to the breach of any legal provision,
                    regulation or decision of any nature, judicial or otherwise;

               (b)  They will not give to any person the right to amend,
                    terminate or revoke any of the Authorisations or subsidies,
                    premiums, exemptions, tax credits, reduced-rate loans or
                    other public aid;

               (c)  They will not give any person the right to escape the terms
                    of a pledge, guarantee, comfort letter or any other document
                    of a similar nature based on security or the support of the
                    undertakings of the Companies.

5.26   Material adverse change

       Since the Last Accounting Date and except as set out in Schedule 5.26 or
       as provided for in this Agreement:

               (a)  There has occurred no identifiable event which affects or
                    could affect in a materially adverse way the assets and
                    liabilities, the financial situation or the operations of
                    the Companies taken as a whole; neither the financial
                    results of any of the Companies between 1 April 2001 and the
                    date of Completion nor the terrorist events of 11 September
                    2001 and their consequences as known at the Date of the
                    Agreement shall be considered an event which affects in a
                    materially adverse way the assets and liabilities, financial
                    situation, the operation or the ordinary course of business
                    of any of the Companies;

               (b)  There has been no declaration or payment of dividends or any
                    other distribution to shareholders, nor any depreciation,
                    increase or reduction in capital in the respect of the
                    Companies;

               (c)  The Companies have been managed in the ordinary course of
                    business (en bon pere de famille) and no undertaking or
                    obligation has been entered into which is outside the usual
                    management of the Companies or which is subject to unusual
                    terms and conditions;

               (d)  The activities of the Companies have been carried out in the
                    ordinary and normal course of business in such a way as to
                    ensure their continuity,



                                       47
<PAGE>


                    without significant alteration in their normal practice as
                    regards client advice and seeking new business, management
                    or operation;

               (e)  The Companies have not disposed or committed to dispose of
                    any material Assets other than in the ordinary course of
                    business;

               (f)  The Companies have in no way amended the Accounting Methods
                    and Principles nor have revalued any assets, or written-off
                    any debts or other assets which have been booked in the
                    accounts and exceed FRF 100,000.

5.27   Subject to the restrictions on transfer of the IFG Shares and the IFG
       Top-Up Shares set forth in Clause 5.28, each of the Sellers and Non
       Family Shareholders represents and warrants to, and acknowledges and
       agrees with, IFG and the Buyer as follows:

       5.27.1  none of the IFG Shares and IFG Top-Up Shares have been or will
               be registered under the Securities Act, and such securities,
               to the extent offered, are being offered to him/her outside
               the United States in reliance on Regulation S;

       5.27.2  he/she is not a U.S. person (as defined in Regulation S) and is
               not acquiring the IFG Shares or the IFG Top-Up Shares for the
               account or benefit of any such U.S. person;

       5.27.3  for a period of one year following their respective date of
               issue, he/she will resell the IFG Shares or the IFG Top-Up Shares
               only: (i) pursuant to an effective registration statement
               registering the IFG Shares and the IFG Top-Up Shares under the
               Securities Act, (ii) in offshore transactions outside the United
               States in accordance with Rule 903 or Rule 904 of Regulation S,
               or (iii) pursuant to another available exemption from the
               registration requirements of the Securities Act; and he/she will
               not engage in hedging transactions with regard to the IFG Shares
               or the IFG Top-Up Shares unless in compliance with the Securities
               Act; and

       5.27.4  he/she understands that IFG is required pursuant to Regulation S
               to refuse to register the transfer of any IFG Shares or IFG
               Top-Up Shares in violation of the restrictions stated in Clause
               5.27.3 above, and any certificate representing the IFG Shares or
               the IFG Top-UP Shares shall bear a legend containing the
               acknowledgements and restrictions stated in Clauses 5.27.1 and
               5.27.3 above.

5.28   To the extent that IFG Shares or IFG Top-Up Shares have become
       transferable pursuant to Clause 5.27.3, each Seller and Non Family
       Shareholder covenants to IFG and the Buyer that he/she will not without
       the prior consent in writing of IFG dispose, except as provided under
       Clause 5.29, of any of the IFG Shares or IFG Top-Up Shares to be issued
       to him/her pursuant to this Agreement or any interest therein or any
       securities of IFG received by him/her by way of dividends or
       distributions in respect thereof or through subdivision, consolidation or
       otherwise.

5.29   Each Seller's interest in the IFG Shares to be issued to him/her
       pursuant to this Agreement shall become transferable as to 25% of such
       IFG Shares every six months commencing on the anniversary date of
       Completion. A certificate or certificates



                                       48
<PAGE>


       representing the IFG Shares issued to each Seller shall be delivered to
       such Seller bearing the legend referred to in this Clause.

5.30   Representations, Warranties and Schedules true and correct

       The representations and warranties contained herein, as well as the
       Schedules attached, are true, exact and complete as of the Date of this
       Agreement, and the Sellers have disclosed in writing to the Buyer all
       facts which in the Sellers' reasonable judgement, if they had been known
       to the Buyer, would have changed its intention to purchase the Shares or
       modified in a substantial way the conditions of its purchase.

5.31   Sellers' knowledge

       Reference to Sellers' knowledge in this Agreement shall be construed as
       the actual knowledge of any of the Sellers or knowledge which any of
       them has or should have after reasonable inquiry.

6.     OTHER OBLIGATIONS OF THE SELLERS

6.1    Shareholders' approval

       The Sellers undertake to ensure that the Company gives consent to the
       Buyer as well as to the transfer of the Shares in accordance with the
       conditions of this Agreement.

6.2    Ownership of the shares

        The Sellers undertake to allow the Buyer to review at a suitable time
        before Completion the share transfer register, shareholders accounts,
        share certificates and other documents evidencing the chain of ownership
        of the Shares and the shares in the Subsidiaries.

6.3    Management of the Companies up to Completion

       The Sellers warrant that from the Date of the Agreement until Completion
       without the prior written approval of the Buyer given by Alan Froggatt
       and except as provided in this Agreement:

               (a)  no decision other than those referred to in this Agreement
                    will be taken by the Companies which affects or could affect
                    in a material and adverse way the assets and liabilities,
                    financial situation or the profitability of the Companies;

               (b)  no decision on the declaration or payment of dividends or
                    any other distribution to shareholders, nor any
                    depreciation, increase or reduction in capital will be taken
                    in respect of the Companies except regarding the steps to
                    distribute the Final Net Cash pursuant to Clause 3.4.;

               (c)  the Companies will be managed in the ordinary of business
                    (en bon pere de famille) and no undertaking or obligation
                    will be entered into which is outside the usual management
                    of the Companies or which is subject to unusual terms and
                    conditions;



                                       49
<PAGE>


               (d)  the activities of the Companies will be managed in the
                    ordinary and normal course of business and in such a way as
                    to ensure their continuity and without a significant
                    alteration in their normal practice as regards client advice
                    and seeking new business, management or operation;

               (e)  none of the Companies will dispose or commit to dispose of
                    any material Assets other than in ordinary course of
                    business;

               (f)  the Companies will not modify in any way the Accounting
                    Methods and Principles and will not revalue any assets, nor
                    write-off any debt or other assets which have been booked in
                    the accounts and exceed FRF 100,000;

               (g)  the Companies will enter into no new contracts for
                    individual commitments for any of the Companies exceeding
                    FRF 100,000;

               (h)  there will be no aggregate annual pay review, or individual
                    pay review for any employee at or above directeur level
                    within the Companies ;

               (i)  the Companies will not commit to any individual items of
                    capital expenditure above FRF 100,000;

               (j)  the Companies will make no commitment for expenditure by way
                    of a corporate acquisition;

               (k)  the Companies will not commit to any expenditure on signing
                    on bonuses, variations of senior executive service
                    contracts, or recruitment of personnel;

               (l)  the Companies will not create new branches, other than the
                    Marne-la-Vallee site which is included in the budget.

               The approval of the Buyer must be requested in writing. If the
               approval requested from the Buyer is not obtained within 5 (five)
               days of receipt of such request by the Buyer, then the approval
               of the Buyer is deemed to have been granted.

6.4    Situation at Completion

       6.4.1   The Sellers warrant that all the representations and warranties
               contained in Clause 5 above as updated in accordance with Clause
               6.4.2 will be true and complete at the date of Completion as if
               such representations and warranties had been given and granted as
               that date.

       6.4.2   The Sellers may only update the Schedules of this Agreement in
               order to take into account changes linked to the normal and
               ordinary course of business or which occurred after the Date of
               the Agreement without having substantial and adverse effect on
               the activities and operations of the Company. Other amendments to
               the Schedules will be of no effect on the Sellers' obligation to
               indemnify the Buyer in accordance with this Agreement.



                                       50
<PAGE>


       6.4.3   The Sellers will produce and deliver to the Buyer at the date of
               Completion a certificate drawn-up in accordance with the model
               set out in Schedule 4.3.1 (h), certifying in particular the
               completeness and accuracy of the representations and warranties
               at the date of Completion.

6.5    Right of access

       6.5.1   From the Date of this Agreement until Completion, the Sellers
               undertake with reasonable notice from the Buyer to allow the
               Buyer and its nominees and advisers reasonable access to the
               premises of the Companies as well as to consult in the same way,
               all accounting and corporate documents and more generally all
               documents in respect of the activities of the Companies in view
               of preparing for the integration of the Companies into the
               Buyer's group. In the same view, the Sellers further undertake
               that the salaried employees, corporate officers and advisers of
               the Companies will collaborate fully with the Buyer.

       6.5.2   The Sellers undertake to inform the Buyer without delay in
               respect of all significant events occurring after the Date of the
               Agreement likely to substantially and adversely affect the
               activities and operations of the Companies (including all events
               likely to adversely affect the financial results or evolutions
               prospects of the Companies) together with each breach of a
               substantial obligation.

6.6    Non-competition and confidentiality undertaking

       6.6.1   Except as a representative of the Company or with the previous
               written approval of the Board of the Company, JCB is prohibited
               on his own behalf and on behalf of his Affiliates for whom he
               shall be responsible, unless first authorised by the Buyer, for a
               period of four years from the date of Completion:

               (a)  from undertaking directly or indirectly, within the area
                    nationally and in the countries of the European Union, any
                    activity which competes with or could have the effect of
                    competing with the activities of the Companies as they exist
                    at the Date of this Agreement, that is the Brokering and
                    Advisory Business and the Property Management Business; JCB
                    is prohibited in this respect in particular from being a
                    salaried employee, corporate officer, consultant, partner or
                    significant shareholder of any other business competing with
                    the Companies. For the purposes of this Clause, a
                    shareholding will be deemed significant if it represents
                    under whatever form more than 5% of the share capital or of
                    the voting rights of a competing entity; for the purpose of
                    clause 6.6.1 (a), the term Affiliate shall exclude the
                    descendants of the Sellers who may carry on competing
                    businesses but shall not trade in any manner under the name
                    Bourdais either on its own or in combination with another
                    name.

               (b)  from using or permitting the use of the name Bourdais in any
                    business which competes or could have the effect of
                    competing with the Brokering and Advisory Business and/or
                    the Property Management Business.



                                       51
<PAGE>


       6.6.2   JCB is prohibited on his own behalf and on behalf of his
               Affiliates for whom he shall be responsible, unless first
               authorised by the Buyer, for a period of four years from the date
               of Completion, from soliciting or encouraging the managers,
               executives or salaried employees of the Companies to leave their
               present or future functions within the Companies or from
               recruiting directly or indirectly such managers, executives or
               salaried employees.

       6.6.3   JCB is prohibited on his own behalf and on behalf of his
               Affiliates for whom he shall be responsible, unless first
               authorised by the Buyer, for a period of four years from the date
               of Completion, from soliciting or interfering with, or
               endeavouring to entice away from any of the Companies any person,
               firm, company or entity who was a client of any of the Companies
               in the previous 12 months with whom JCB was concerned or had
               personal contact in the previous 12 months.

       6.6.4   JCB recognises that the consideration for the above obligations
               is included in the Purchase Price; as a consequence, JCB is
               prohibited from claiming against the Buyer and/or the Companies
               in this respect.

       6.6.5   Unless authorised by the Buyer in writing, the Sellers are
               prohibited on their own behalf or on behalf of their Affiliates,
               or of the managers, salaried employees or representatives of such
               Affiliates for which they are responsible, for a period of five
               (5) years from the date of Completion, to disclose to any person
               or entity any confidential information in respect of the
               Companies or their activities in particular in respect of
               commercial strategy, research and development and clientele,
               provided that such information:

               (i)   is not in the public domain unless as a result of a breach
                     of this Clause 6.6.4;

               (ii)  is not required to be disclosed by applicable laws or
                     regulations;

               (iii) is not required to be disclosed for the defence of the
                     Sellers' interests;

               (iv)  for information concerning the Buyer, is not lawfully in
                     the possession of the Sellers prior to and independently
                     of communication by the Buyer.

       6.6.6   For the purpose of Clause 6.6, the Buyer's and or the Company's
               Board approval shall be deemed to be given in respect of (i) the
               Excluded Businesses, (ii) any financial interest, office or
               employment which JCB holds at the date hereof listed in Schedule
               6.6.6, (iii) management of his personal and/or family assets
               including shares of any company controlled by JCB and his family,
               (iv) any item mentioned as an exception in JCB's terms of
               appointment set out in Schedule 4.1.6 (ii) and Schedule 4.1.7
               (iii).

6.7    Undertaking of exclusivity



                                       52
<PAGE>


       The Sellers undertake neither to transfer the Shares to a third party,
       nor to grant any third party any rights over the Shares or to take any
       step nor to engage in any negotiation in relation to acquiring any
       interest in the capital of the Companies for the duration of this
       Agreement, in other words until 31 December 2001, which may be extended
       pursuant to Clause 4.2.1.

6.8    The Sellers warrant that any expenditure incurred by any of the
       Companies during the period from 1 April 2001 to Completion in respect
       of any Excluded Businesses less any amount reimbursed in respect of such
       expenditure to the Companies during the period from 1 April 2001 to
       Completion shall be repaid to the Companies or form a reduction of Net
       Realisable Value at Completion at the latest.

6.9    The Sellers undertake to repay, on first demand by the Buyer made by 31
       December 2006 at the latest accompanied by evidence that the relevant
       amount is due, any amount of taxes due in respect of the portion of
       charges ("quote part de frais et charges") and any other taxes not
       identified in Schedule 3.4.5 on the dividends distributed by the Company
       to the Buyer - which will initially be neutralised for tax purposes by
       virtue of the French tax group regime in respect of the Final Net Cash
       received by the Buyer in application of the Clause 3.4.5.

6.10   The Sellers undertake to indemnify the Buyer and the Companies for any
       Loss which they may suffer in respect of the sub-leases referred to in
       Clause 5.8.5.

7.     REPRESENTATIONS AND WARRANTIES OF THE BUYER

       The following representations and warranties are made by IFG and the
       Buyer at the Date of this Agreement and at Completion.

7.1    Capacity of IFG and the Buyer/IFG Shares

       7.1.1   IFG and the Buyer represent and warrant to, and agree with, the
               Sellers and the Non Family Shareholders as follows:

               (a)  Each of IFG and the Buyer is a corporation duly organised,
                    validly existing and in good standing under its laws of its
                    jurisdiction of organisation and has all requisite power and
                    authority to own, lease and operate its properties and to
                    carry on its businesses as now being conducted and is duly
                    qualified to do business and is in good standing in each
                    jurisdiction where the failure to be so qualified would have
                    a material adverse effect on IFG or the Buyer. IFG and the
                    Buyer have delivered to the Sellers and the Non Family
                    Shareholders complete and correct copies of their
                    certificates of incorporation and bylaws as amended;

               (b)  as of the date hereof the authorised capital stock of IFG
                    consists of 80,000,000 shares of common stock, par value
                    $0.01 per share ("Common Stock"), and 20,000,000 shares of
                    preferred stock, par value $0.01 per share ("Preferred
                    Stock"). At the close of business on 1st November 2001,
                    23,913,463 shares of Common Stock were issued; 22,410,863
                    shares of Common Stock were outstanding (1,502,600 of the
                    issued shares of



                                       53
<PAGE>


                    Common Stock are held in treasury); and 250,000 shares of
                    Preferred Stock designated Convertible Preferred Stock were
                    outstanding;

               (c)  each of IFG and the Buyer has all requisite corporate power
                    and authority to enter into this Agreement and to consummate
                    the transactions contemplated hereby. The execution and
                    delivery of this Agreement, and the consummation of the
                    transactions contemplated hereby (including the issuance of
                    the IFG Shares), have been duly authorised by all necessary
                    corporate action on the part of IFG and the Buyer. This
                    Agreement has been duly executed and delivered by IFG and
                    the Buyer and constitutes a valid and binding obligation of
                    IFG and the Buyer enforceable against IFG and the Buyer in
                    accordance with its terms, except as enforcement may be
                    limited by bankruptcy, insolvency, or other similar laws
                    affecting the enforcement of creditors' rights generally and
                    except that the availability of equitable remedies,
                    including specific performance, is subject to the discretion
                    of the court before which any proceeding therefor may be
                    brought;

               (d)  IFG has filed all required forms, reports and documents with
                    the U.S. Securities and Exchange Commission (the "SEC")
                    since 1 January 2001, each of which has complied in all
                    material respects with all applicable requirements of the
                    U.S. Securities Act of 1933, as amended (the "Securities
                    Act"), and U.S. Securities Exchange Act of 1934, as amended
                    (the "Exchange Act"), each as in effect on the dates such
                    forms, reports and documents were filed;

               (e)  no filing, recording or registration with any court,
                    governmental authority or regulatory agency is required to
                    be obtained or made, and no authorisation, consent,
                    approval, license, order, registration, qualification or
                    decree is required from any court, governmental authority or
                    regulatory agency, in connection with (i) the execution and
                    delivery by IFG and the Buyer of this Agreement or the
                    performance of their obligations hereunder or (ii) the
                    offer, sale, and delivery of the IFG Shares in accordance
                    with the terms of this Agreement, except, in either case,
                    such as have been made or obtained and are in full force and
                    effect, and except for such as would not reasonably be
                    expected to have a material adverse effect on the ability of
                    IFG or the Buyer to perform their obligations hereunder or
                    to consummate the transaction contemplated hereby;

               (f)  neither the execution and delivery of this Agreement by IFG
                    and the Buyer nor the performance by IFG and the Buyer of
                    their obligations hereunder has resulted in or will result
                    in (i) any violation of any charter document of IFG or the
                    Buyer or conflict with or result in breach of any of the
                    terms or provisions of, or constitute a default or event of
                    default under, or result in the creation or imposition of
                    any lien, charge or encumbrance upon any property or assets
                    of IFG or the Buyer under, any contract, indenture,
                    mortgage, loan agreement, note, lease or other agreement or
                    instrument to which IFG or the Buyer is a party or by which



                                       54
<PAGE>


                    IFG or the Buyer may be bound or to which any of its
                    properties may be subject or (ii) any violation of any
                    existing applicable law, rule, regulation, judgement, order
                    or decree of any government, governmental instrumentality or
                    court, domestic or foreign, having jurisdiction over IFG or
                    the Buyer or any of its properties, except, in either case,
                    such as would not reasonably be expected to cause any
                    material adverse change in the condition, financial or
                    otherwise, or in the assets or operations of IFG or the
                    Buyer;

               (g)  the IFG Shares, when issued and delivered in accordance with
                    the terms of this Agreement, will be duly authorised,
                    legally and validly issued, fully paid and non-assessable
                    and title to the IFG Shares will be transferred free of any
                    liens or encumbrances other than those created or
                    contemplated by this Agreement (and the holders thereof will
                    not be subject to any personal liability in respect of the
                    debts and obligations of IFG or the Buyer solely by reason
                    only of being a holder thereof);

               (h)  assuming the accuracy of the representations made by the
                    Sellers in Clause 5.27, no registration under the Securities
                    Act is required for the offer, sale and delivery of the IFG
                    Shares by the Buyer to the Sellers and the Non Family
                    Shareholders in accordance with the terms of this Agreement;

               (i)  neither IFG nor the Buyer nor any of their "affiliates" (as
                    such term is defined in Rule 405 under the Securities Act)
                    or any person acting on behalf of any of them has engaged in
                    any "directed selling efforts" (as such term is defined in
                    Regulation S under the Securities Act ("Regulation S")) in
                    the United States with respect to the offer, sale and
                    delivery of the IFG Shares to the Sellers and the Non Family
                    Shareholders in accordance with the terms of the Agreement;
                    and

               (j)  IFG has delivered to the Sellers and the Non Family
                    Shareholders copies of its Form 10 (as amended), as filed
                    with the SEC on or about August 7, 1998, its Forms 10-Q for
                    the fiscal quarters ended 31 March 2001, 30 June 2001 and 30
                    September 2001, and its Form 10-K for the fiscal year ended
                    December 31, 2000 (such Form 10 (as amended), Forms 10-Q and
                    Form 10-K are referred to in this Clause as the "Disclosure
                    Documents"). Except insofar as the transactions contemplated
                    hereby are not reflected therein, (i) the Disclosure
                    Documents comply in all material respects with the
                    applicable requirements of the Exchange Act and the rules
                    and regulations thereunder, and (ii) the financial
                    statements of IFG contained in the Disclosure Documents (a)
                    were prepared in accordance with generally accepted
                    accounting principles in the United States, (b) fairly
                    present IFG's consolidated financial condition and
                    consolidated results of operations as of their respective
                    dates and for the periods then ended and (c) contain and
                    reflect all adjustments and accruals necessary for a fair
                    presentation of the IFG's consolidated financial condition
                    as of their respective dates, subject to, in the case of
                    unaudited financial



                                       55
<PAGE>


                    statements, normal year-end audit adjustments. The
                    Disclosure Documents, as of their respective dates, did not
                    contain any untrue statement of a material fact or omit to
                    state a material fact required to be stated therein or
                    necessary in order to make the statements made therein in
                    the light of the circumstances under which they were made,
                    not misleading.

7.2    Incorporation of IFG and the Buyer

       Each of IFG and the Buyer has been duly incorporated, validly exists, is
       fully entitled to own its assets and carry on its activity. Each of IFG
       and the Buyer is validly registered. Neither IFG nor the Buyer is
       subject to any reorganisation or liquidation proceedings and there are
       no grounds for making IFG or the Buyer subject to such proceedings.
       Likewise neither IFG nor the Buyer is, nor have they ever been the
       object of a petition seeking to declare their dissolution or their
       nullity.

7.3    IFG Shares and IFG Top-Up Shares

       7.3.1   The IFG Shares and IFG Top-Up Shares will be issued fully
               paid-up. They will be validly issued.

       7.3.2   The IFG Shares and IFG Top-Up Shares will be free from all
               Encumbrances subject to the transfer restrictions set out in
               Clauses 3.3.3, 3.6.7 and 3.7.6.

       7.3.3   IFG is and at Completion will be a listed company with NYSE.

7.4    The number of IFG Shares and IFG Top Up Shares to be issued will be
       subject to adjustment for stock splits, stock dividends,
       recapitalisations and similar corporate events occurring between the
       Date of the Agreement and the date of their issuance.

7.5    Reorganisation of the Companies

       7.5.1   In the event that the Buyer were to decide to reorganise the
               Companies prior to 31 December 2003, the Buyer undertakes as
               follows:

               (a)  unless JCB resigns as President of the Company or is
                    terminated as President by the Company for Good Cause, JCB
                    will be allowed to continue to manage the Companies for the
                    remainder of the Earn-Out Period in a way not less
                    favourable to any material extent than his position as
                    president of the Companies as defined in the terms of
                    appointment set out in Schedule 4.1.6 (ii) and 4.1.7 (iii);

               (b)  JCB will be given access to the accounting documents
                    relating to the Companies for the purposes of verifying the
                    calculation of the Earn-Out payments due under this
                    Agreement;

               (c)  in the event of a planned merger (fusion) of the Company and
                    the Buyer during the Earn-Out Period, the Buyer shall
                    consult the Sellers and ensure that the Sellers' interests
                    in respect of the Earn-Out provisions of Clauses 3.8 and 3.9
                    are protected.


                                       56
<PAGE>


               7.5.2 In the event that the Buyer or IFG were to envisage the
                    sale prior to 31 December 2003 of the Companies or any
                    portion of the business of the Companies to an entity which
                    is not controlled by IFG, the Buyer undertakes to involve
                    JCB in the process of sale and allow him (i) to be aware of
                    negotiations in this regard at an early stage and (ii)
                    consult with JCB to ensure that his and the other Sellers'
                    interests derived from this Agreement in the context of the
                    contemplated transaction are protected.

               7.5.3 Notwithstanding any reorganisation or sale of the
                    Companies, IFG and the Buyer shall remain liable for all
                    obligations towards the Sellers under this Agreement until
                    such obligations are extinguished.

               7.5.4 The Buyer will procure that for the duration of the
                    Earn-Out Period the Company and Bourdais will remain
                    societes par actions simplifiee and that there be no
                    amendment of the clauses relating to the appointment,
                    dismissal or terms of reference of the President in the
                    articles of association or the relevant board decision of
                    either company on the terms set out in Schedule 4.1.6 (ii)
                    and 4.1.7 (iii).

7.6    Blocked Account

       The Buyer undertakes not to dispose of the monies placed in the Blocked
       Account for the duration of its obligations under Clause 3.8 or to give
       any pledge on the monies in the Blocked Account.

7.7    Co-operation

       During the Earn-Out Period, and in particular in the process of
       approving the budget, the Buyer and JCB shall consult with each other in
       good faith for purposes of maximising overall the interests of the
       Companies and IFG with due regard for the Sellers' interest in the
       Earn-Out. No Party to this Agreement shall pursue a course of conduct
       whose sole purpose is to harm either the interests of the Companies, the
       Buyer and IFG or the interests of the Sellers in the Earn-Out.

7.8    Accounting records

       The Buyer shall ensure that the accounting records of the Companies for
       periods following the date of Completion are kept in a manner allowing
       calculation of the Earn-Out payments. The current auditor of the
       Companies will be retained at least as co-auditor until the end of the
       Earn-Out Period.

7.9    Non-compete

       The Buyer undertakes for the duration of the Earn-Out Period not to
       carry out directly or indirectly, in France, any activity which competes
       with or could have the effect of competing with the Brokering and
       Advisory Business and the Property Management Business as they are
       operated at the Date of this Agreement, without prejudice to the
       fee-sharing arrangement the current version of which is set out in
       Schedule 7.9, any amendments to which will apply to Europe as a whole.
       Part B of Schedule 7.9 is a further explanation of the rules, originally
       written for the UK business. This does not form part



                                       57
<PAGE>


       of the agreed fee-sharing arrangements for Insignia's European business,
       but provides additional guidance on the way the rules are interpreted by
       the Chief Executive.

7.10   Names of Companies

       The Buyer undertakes for two years from Completion to retain Bourdais as
       an element of the brand and corporate name of the Companies as
       illustrated in Schedule 7.10 unless otherwise expressly agreed by JCB in
       the form of a prior written approval. Beyond that two-year period and
       for such time as any Earn-Out amounts are unpaid, the Buyer undertakes
       that the Bourdais name will only be discontinued as an element of the
       brand and corporate name of the Companies if the IFG Group adopts
       another name globally.

7.11   Key-Man Insurance

       The Buyer will subscribe to a key-man insurance policy on the life of
       JCB in an amount of USD 20 million to cover the period of five years
       from Completion. JCB undertakes to take any reasonable steps required to
       permit the Buyer to subscribe such insurance policy and to comply with
       the terms of the policy for its duration.

7.12   The Buyer undertakes to procure that the Companies will not terminate
       the service agreement ("contrat d'assistance") entered into with
       Engerand et Gardy and Cerip provided that such contract may be
       terminated every year with 3 months' notice by either party with no
       indemnity and that the services are provided at arms' length conditions.
       The Buyer also undertakes to procure that the sub-leases entered into
       with Excluded Businesses appearing in Schedule 5.8.5 be continued on
       their terms.

7.13   Exoneration and indemnification in favour of the Sellers concerning
       the Warrants

       Any amount due or received by the Buyer and/or the Companies in respect
       of the Warrants and the shares of the Company subscribed by the Warrant
       Holders and the relevant loans entered into by Bourdais and the Warrant
       Holders shall not be taken into account for the calculation of Valuation
       EBITDA or Net Cash (the amounts due by the Companies shall be added
       back) and no claim shall be made against the Sellers under this
       Agreement in respect of the Warrants and the shares of the Company
       subscribed by the Warrant Holders and the relevant loans entered into by
       Bourdais and the Warrant Holders.

       In particular, should the French Tax Authorities and/or URSSAF reassess
       the sums received by the Warrant Holders in respect of the Warrants
       and/or the shares of the Company subscribed by the Warrants Holders, in
       whole or in part as a salary, any amount due by the Companies in respect
       of such recharacterization shall not be taken into account for the
       calculation of Valuation EBITDA (the amounts shall be added back), and
       no claim shall be made against the Sellers under this Agreement and in
       particular under Clause 8.

7.14   In the event that prior to 31 December 2004 any of the Companies
       receives any amounts from a third party in respect of shareholdings in
       FNAIM exceeding FRF 22,000, the amount exceeding FRF 22,000, capped at
       FRF 172,000, shall be paid to the Sellers and the Non-Family
       Shareholders in the proportion set out in Schedule 3.2(a).



                                       58
<PAGE>


7.15   In respect of any litigation which is resolved without recourse for an
       amount less than the provision which has been booked in the French
       Completion Accounts, the Buyer will pay to the Sellers and to the
       Non-Family Shareholders in the proportion set out in Schedule 3.2(a),
       the difference between such amount and the relevant provision.



                          SECTION 3 - INDEMNIFICATION

8.     INDEMNIFICATION

8.1    Principle

       8.1.1   The Sellers undertake to indemnify the Buyer, or any of the
               Companies, against:

               (a)  any Loss that the Companies or the Buyer may suffer by
                    virtue of a reduction in the value of an item of assets or
                    an increase in the value of an item of liabilities resulting
                    from a liability not being accounted for or insufficient
                    provision being made for it in the French Completion
                    Accounts, as long as the cause or origin of this reduction
                    in assets or increase in liabilities arises prior to the
                    Last Accounting Date;

               (b)  any Loss that the Companies or the Buyer may suffer as a
                    result of any inaccuracy or omission in the representations
                    and warranties contained in Clause 5 as long as the cause or
                    origin of this inaccuracy or omission is prior to
                    Completion, or of the non-performance by the Sellers of any
                    of their obligations under this Agreement, provided that
                    such Loss has not been indemnified in full by the provisions
                    of Clause 8.1.1 (a) above;

               (c)  any Loss which the Companies or the Buyer may suffer in
                    respect of the Excluded Businesses or any other entities
                    other than the Companies, FNAIM, Immob Aquitaine, SEM 92 and
                    GIE Immostat, whether or not incorporated, in which any of
                    the Companies have or have had an interest, provided that
                    such Loss has not been indemnified in full by the provisions
                    of Clause 8.1.1(a) or (b) above. Any disclosure in the
                    Schedules will not limit this obligation and this obligation
                    will not be subject to Clause 9.3;

               (d)  any Loss which the Companies or the Buyer may suffer in
                    respect of any of the litigation disclosed in Schedules
                    5.16.1 and 5.16.2, for the amount in excess of the provision
                    made in respect of the relevant litigation in the French
                    Completion Accounts provided that such Loss has not been
                    indemnified in full by the provisions of Clause 8.1.1(a),
                    (b) or (c) above.

       8.1.2   The obligation to indemnify also includes to all events which
               occur between the Date of this Agreement and Completion and which
               have the effect of rendering the representations, warranties and
               undertakings contained in Section II incorrect or incomplete
               (unless disclosed in accordance with Clause 6.4.2 or stated
               expressly to be given at the Date of the Agreement) whether or
               not the



                                       59
<PAGE>


               Loss suffered could not be ascertained or was not ascertained
               until after Completion.

8.2    Net Loss

       8.2.1   The Sellers are only liable to indemnify the Net Loss. In this
               respect, the total indemnity under this Clause 8 will be
               calculated taking into account the following factors:

               (a)  If the event which forms the basis of a request for an
                    indemnity has given rise to the making of a provision in the
                    French Completion Accounts or the amount has been taken into
                    account in calculating the Final Net Cash or the Net Profit,
                    the amount of the indemnifiable Loss will be reduced by the
                    amount of the provision in the French Completion Accounts or
                    in the calculation of the Final Net Cash and the Net Profit
                    by the amount taken into account.

               (b)  If the event gives rise to an indemnity payment or insurance
                    indemnity by a third party to any of the Companies or to the
                    Buyer, the amount of indemnifiable Loss shall be reduced by
                    such payment. In the event that an indemnity payment in
                    respect of a Loss is made to any of the Companies or to the
                    Buyer after indemnification by the Sellers in respect of the
                    event giving rise to the Loss, the Buyer shall procure that
                    the amount of such indemnity be repaid to the Sellers in the
                    proportion and to the extent of the indemnification payment
                    made by them.

               (c)  Any tax adjustment which has the sole effect of transferring
                    an expense or an income from one financial year to another
                    within one of the Companies and which does not entail an
                    effective payment of Taxes will only be taken into account
                    in respect of interest and late payment penalties with
                    respect to the transfer of such expenditures or income.

               (d)  Any Tax due by the Buyer or, if the indemnity is paid to the
                    Companies, any Tax due by the relevant Company directly as a
                    result of payment of the indemnity provided that the Sellers
                    and the Buyer shall consult with a view to determining the
                    entity to receive payment of the indemnity which best
                    protects their respective interests.

               (e)  The amount of any Loss will be reduced by any remedy
                    proposed by JCB which has the effect of reducing the Loss,
                    to the extent the Loss is actually reduced by this remedy.

               (f)  Any material increase in non fixed assets or decrease in
                    liabilities over that recorded in the Completion Balance
                    Sheet, e.g. overprovision against an investment, which arose
                    prior to the claim arising, would be set-off against the
                    claim to the extent that the adjustment was recognised under
                    US GAAP, related to the same category of item as that
                    underlying the claim, and resulted in an identifiable
                    benefit to IFG.



                                       60
<PAGE>


               (g)  Any effective tax deduction directly resulting from a Loss,
                    such as the recovery of VAT would be deemed a reduction in
                    the amount of the claim. An increase in the tax losses of
                    the Companies or the tax group to which the Companies belong
                    shall be considered as an effective tax deduction only when
                    the relevant tax losses can be utilised.

               (h)  Any Loss may only be indemnified once under this Agreement.

               (i)  No indemnification shall be due by the Sellers in respect of
                    any Loss which would not have arisen but for some act,
                    omission, transaction or arrangement carried out after
                    Completion by the Buyer and/or the Companies (unless
                    required by law or in reasonable business management of the
                    Companies) and the Buyer was reasonably aware that such act,
                    omission, transaction or arrangement would give rise to a
                    Loss.

               (j)  The amount of any indemnifiable Loss shall be pro rata to
                    the percentage of shareholding of the Buyer, the Company or
                    Bourdais at Completion in the entity having suffered the
                    Loss.

               (k)  In the event that the Buyer or any of the Buyer's affiliates
                    are restricted in their rights to conduct business outside
                    of France by virtue of an undisclosed Material Contract, the
                    Buyer shall have the right to rescind this Agreement in
                    addition to any other remedy.

8.3    Information

       8.3.1   In order to ensure the Buyer's full and complete information, the
               Sellers have delivered to the Buyer and its advisors the
               documents and information listed in Schedule 8.3.1, such
               documents and information contain legal, financial, accounting
               and commercial data.

       8.3.2   It has been expressly agreed between the Parties that the
               representations and warranties of the Buyer in this Agreement
               will have no effect on the scope of the representations and
               warranties of the Sellers contained in Clause 5 and on the
               effectiveness of the indemnification procedures contained in this
               Agreement. Only the information contained in this Agreement or in
               its Schedules attached (as such Schedules exist of the Date of
               this Agreement or are updated in accordance with Clause 6.4.2)
               may release the Sellers from their liability pursuant to Clause
               8, provided that any information contained in the Schedules may
               only limit the Sellers' liability under this Agreement if the
               matter disclosed in any Schedules is clearly and fully
               identifiable.

9.     FLOOR, THRESHOLD AND CEILING

9.1    Floor

       The Sellers will only be liable to indemnify under Clause 8 if an
       individual indemnifiable Loss in accordance with Clause 8.2 under this
       Agreement exceeds the sum of FRF 50,000, provided that any Losses
       resulting from a breach of Clauses 5.10.1 or 5.10.2 shall be considered
       as an individual Loss.




                                       61
<PAGE>


9.2    Threshold

       9.2.1   The Sellers will only be liable to indemnify under Clause 8 if
               the cumulative total of indemnifiable Loss calculated in
               accordance with Clause 8.2 under this Agreement exceeds the sum
               of FRF 1,000,000, with the exception of any Loss referred to
               Clause 8.1.1(d) which will be indemnified in full.

       9.2.2   Notwithstanding the above as regards any indemnifiable Loss as
               calculated in accordance with Clause 8.2 arising from valuations
               carried out by Bourdais Expertises SA there will be an annual
               threshold of FRF 1,000,000.

9.3    Ceiling

       Except in case of fraudulent conduct or intentional fault (fraude, dol
       ou faute intentionnelle) the total indemnity for which the Sellers may
       be liable under the Agreement shall not exceed 70% of the Purchase Price
       actually paid to the Sellers (including the value of the IFG Shares)
       pursuant to Clause 3 including the Top-Up Payment 1 and the Top-Up
       Payment 2 and any Earn-Out payments which are due but excluding any
       amounts paid in respect of the Net Cash and the Net Profit.

9.4    Calculations of floor, threshold and ceiling

       9.4.1   The amount of a non-indemnifiable Loss in application of Clause
               9.1 will not be taken into account for the calculation of the
               threshold and the ceiling referred to above.

       9.4.2   The amount of any indemnifiable Loss or series of Losses having a
               cause and/or origin and/or factual basis which is the same or
               similar will be considered as one and the same Loss indemnifiable
               for the purpose of Clauses 9.1 and 9.2.

       9.4.3   As soon as the relevant amount of a floor or a threshold is
               reached, the obligation of the Sellers to indemnify shall apply
               to the total amount of the indemnifiable Loss from the first
               franc.

9.5    Exceptions

       The floor, threshold and ceiling in this Clause 9 will not apply in the
       case of fraudulent conduct or intentional fault (fraude, dol ou faute
       intentionnelle) of the Sellers.

10.    DURATION OF INDEMNIFICATION

       10.1    Claims for indemnification pursuant to this Agreement in respect
               of Taxes must be received before the expiry of a period equal to
               the relevant statutory limitation period applicable to Taxes plus
               three (3) months.

       10.2    Any other claims for indemnification pursuant to this Agreement
               must be received before 31 December 2003 except for a claim based
               on Clause 9.5 which must be received by 31 December 2006.

       10.3    The Buyer shall not lose its right to indemnification at the
               expiry of the statutory limitation periods referred to above as
               long as the requests pursuant to this Agreement



                                       62
<PAGE>


               (or the events which may give rise to a claim for
               indemnification) are notified before the expiry of such periods.

11.    NOTIFICATION PROCEDURE AND PAYMENT OF THE INDEMNITY

11.1   Principle

       11.1.1  Except as set forth in Clause 11.2.1, any event capable of giving
               rise to an obligation to indemnify in accordance with this
               Agreement must be notified in writing by the Buyer to the Sellers
               within two months of the Buyer becoming aware of the event,
               specifying and to the extent possible evidencing the reasons for
               which the Buyer claims indemnification from the Sellers as well
               as the sum of the indemnifiable Loss incurred, if determinable.

       11.1.2  The Buyer will send notice to the Sellers of the amount due in
               application of this Agreement (the "Payment Notice") once the
               Loss is quantifiable or in the case of a Loss arising from a
               third party claim, once the amount claimed is due by the relevant
               Company.

       11.1.3  Except in the event that written objection is sent by the Sellers
               to the Buyer within 30 Days of the receipt by the Sellers of the
               Payment Notice, the indemnification claimed shall be considered
               due and shall give rise to interest accruing after the date of
               receipt by the Sellers of the Payment Notice (the interest being
               payable at the same time as the indemnity). The relevant interest
               rate shall be the EURIBOR one month rate as published by Telerate
               Page 20041 at 11am (Paris time) at the date of receipt of the
               Payment Notice, such interest rate to be calculated on a monthly
               basis according to the EURIBOR one month as published the first
               day of each month after such date.

       11.1.4  If on the contrary, the Sellers notify an objection to the Buyer
               in the time-limits set out above, the dispute shall be settled
               pursuant to Clause 14.11. It is understood that in the event the
               Buyer finally receives an indemnity, it will carry interest as
               from the date of receipt of the Payment Notice by the Sellers
               (the interest being payable at the same time as the indemnity).
               The relevant interest rate shall be the interest pursuant to
               Clause 11.1.3 above.

11.2   Third party claims

       11.2.1  In the event of any legal or administrative action filed by a
               third party against the Companies as well as of a tax
               reassessment conducted against the Companies, which would give
               rise to a request by the Buyer to the Sellers, the Buyer shall
               give written notice to the Sellers as soon as such action is
               known by the Buyer in order to determine what action the Sellers
               intend to take in respect of the conduct of the relevant legal
               action. It is expressly understood that any delay by the Buyer in
               informing the Sellers will only give rise to the payment of
               damages to the Sellers in an amount equal to the loss suffered by
               the latter.

       11.2.2  In the event the Sellers do not inform the Buyer in writing of
               their intentions in respect of the conduct of the legal action
               referred to above within twenty (20) Days of receipt of the
               notification referred to above, the Sellers shall be deemed


                                       63
<PAGE>


               to have decided not to take part in the defence of the Companies
               against the third party claim.

       11.2.3  It is expressly agreed that the Buyer shall be authorised to
               commence any urgent action with a view to defending the
               Companies' interests without consulting the Sellers, if the
               Sellers' advice cannot be reasonably obtained considering the
               nature of the legal action to be conducted and/or the time-limits
               for response set out by the third party.

       11.2.4  In the event of a disagreement on the strategy to be implemented,
               or if the Sellers choose not to take part in the defence of the
               Companies, the Companies will keep the ultimate management of
               their defence.

       11.2.5  Any settlements (transactions) entered into in respect of an
               indemnifiable Loss shall take into account the best interests of
               the relevant Company and not the interests of the Parties hereto.

11.3   Payment of indemnity

       The payment of any sums due (creance certaine, liquide et exigible) from
       the Sellers to the Buyer pursuant to its obligation to indemnify
       contained in this Agreement will be settled, at the Buyer's choice,
       either by set-off together with all sums the Buyer owes (creance
       certaine, liquide et exigible) to the Sellers or by an effective payment
       by the Sellers to the Buyer or to the Companies.

11.4   Beneficiary of indemnification

       11.4.1  The obligation to indemnify shall benefit the Buyer as well as
               any legal entity which replaces it in accordance with Clause 14
               in order to purchase the Shares and all assignee entities
               benefiting from such rights (ayants-droit a titre particulier ou
               universel), and in particular all companies which obtain such
               rights in the context of a merger or in case of a transfer of all
               or part of the Shares, in favour of all successive transferees,
               individuals or legal entities.

       11.4.2  The obligation to indemnify shall remain in force in the case of
               any winding up, absorption, contribution or disposal of all or
               any assets of the Companies.

12.    GUARANTEE FOR THE OBLIGATIONS OF THE SELLERS

       As a guarantee for the performance of the obligations and undertakings
       of the Sellers pursuant to this Agreement, the Sellers shall on
       Completion place the IFG Shares in escrow pursuant to the Escrow
       Agreement.

13.    EXEMPTIONS
13.1   With the exception of the representations expressly stated to be given
       to the Sellers' Knowledge, the Sellers cannot be released from any of
       their obligations pursuant to this Agreement by arguing their ignorance
       of the relevant facts.

13.2   The investigations conducted by the Buyer or by its representatives or
       advisors or by any company whatsoever within the group of the Buyer in
       respect of the Companies and/or



                                       64
<PAGE>


       their activities (whether performed by means of visits to the premises,
       interviews or the examination of documents) during the preparation,
       negotiation or pursuant to this Agreement shall not exempt the Sellers
       from their obligations pursuant to this Agreement unless expressly stated
       otherwise in this Agreement.



                           SECTION 4 - MISCELLANEOUS

14.    MISCELLANEOUS

14.1   IFG guarantee - Transfer and Survival of Representations and Warranties

       14.1.1  IFG is jointly and severally liable for the performance by the
               Buyer of all obligations borne by the Buyer for the benefit of
               the Sellers pursuant to this Agreement.

       14.1.2  The Buyer may transfer the benefit of Sections II and III of this
               Agreement to any transferee of all or part of the Shares provided
               that such transferee is either (i) an entity controlled by IFG or
               (ii) an institutional investor or a reputed player on the real
               property market on the sole condition that the Buyer informs the
               Sellers.

       14.1.3  The provisions of Sections II and III will remain in force even
               though the Company/Companies or the assets thereof are assigned
               or transferred by a Company or the Buyer after Completion, in
               particular if the Buyer or a Company as part of the transfer
               gives to the transferee of shares in any of the Companies (or of
               its assets) representations, warranties or undertakings.

14.2   Sellers' Attorney

               (a)  For the purposes of this Agreement, the Sellers hereby
                    appoint JCB as their representative (the "SELLERS'
                    ATTORNEY") who shall, in their name and on their behalf,
                    take any action, sign any documents required in respect of
                    the transactions set forth in this Agreement, receive any
                    notices and make any declarations required pursuant to this
                    Agreement, or as a consequence thereof.

               (b)  More particularly, the Sellers hereby appoint JCB as their
                    representative to act on their behalf (i) to negotiate and
                    agree any variation to any of the terms and conditions of
                    this Agreement in his entire discretion, including but not
                    limited to the Earn-Out, (ii) to amend and/or waive any of
                    the Conditions Precedent referred to in Clauses 4.1.15 to
                    4.1.19, (iii) to negotiate and settle in respect of any
                    dispute relating to the Earn-Out, the Top-Up Payment 1, the
                    Top-Up Payment 2, the Final Net Cash and the Net Profit and
                    (iv) to determine any dispute in relation to this Agreement
                    as he thinks fit including by way of amendment and/or waiver
                    of the terms and conditions of this Agreement. Consequently,
                    any notice received from JCB by the Buyer and/or any expert
                    appointed in connection with the transactions related in
                    this Agreement, and any agreement reached



                                       65
<PAGE>



                    between JCB and the Buyer and/or any expert appointed in
                    respect of any matters related to this Agreement, shall be
                    made as Sellers' Attorney and shall be final and binding on
                    all the Sellers without recourse. This power of attorney is
                    irrevocable, subject to the provisions of paragraph (c)
                    below even in the case of death or liquidation of any of the
                    Sellers.

               (c)  Should JCB hereby appointed, be unable to perform his duties
                    or be unwilling to remain as the Sellers' Attorney, for any
                    reason whatsoever, he shall so notify the Buyer and the
                    Sellers and the Sellers shall appoint one of themselves at
                    the latest within thirty (30) days following the date at
                    which notice of the inability or the refusal of JCB to
                    perform his duties is sent to the Sellers. Failing the
                    appointment of a new attorney within the 30-day period
                    mentioned above, such attorney shall be appointed by the
                    President of the Commercial Court of Paris ruling in summary
                    form, his order not being challengeable in appeal.

14.3   Entire Agreement

       14.3.1  This Agreement represents the entire agreement between the
               Parties as do the provisions of the recitals and the Schedules
               attached.

       14.3.2  This Agreement supersedes and replaces the share purchase
               agreement signed by IFG and certain Sellers on 24 August 2001,
               and all letters of intent, agreements or other arrangements
               between the Parties entered into prior to the Date of this
               Agreement, except for the confidentiality agreement signed in
               March 2001 which will remain in force but shall lapse on
               Completion if Completion occurs.

14.4   Amendments

       The Parties agree that the Agreement shall be amended only in writing,
       such amendment to be signed by the Parties or by their duly authorised
       representatives. Neither Party will be deemed to have waived a right
       unless expressly specified in this Agreement.

14.5   Confidentiality

       This Agreement is confidential between the Parties. Consequently, the
       Parties agree to keep this Agreement confidential and more generally not
       to disclose any information directly or indirectly in relation to this
       Agreement, unless the disclosure is required by law or by regulations or
       in order to preserve its rights. In particular, any information obtained
       by the Buyer under Clause 6.5 shall be treated as confidential by the
       Buyer.

14.6   Announcements

       14.6.1  No announcement or press release in respect of this Agreement or
               as to the contents of this Agreement will be issued without prior
               mutual written consent between the Buyer and the Sellers, which
               consent is not to be unreasonably withheld.



                                       66
<PAGE>


       14.6.2  If the announcement or the press release is required by law, the
               consent from the other Party shall not be required, it being
               understood that the existence of said requirement shall be
               notified to the other Party within a reasonable time and the
               content of such announcement or press release shall be discussed
               by reference to this Clause 14.6.

       14.6.3  The Sellers acknowledge that IFG as a matter of US law is
               obligated to issue a press release pursuant to SEC regulation or
               other regulatory obligations.

14.7   Notices

       14.7.1  All notices required in respect to this Agreement or to the
               related operations shall be either delivered by hand personally
               with acknowledgement of receipt or sent by registered mail or
               special mail; the notice may be faxed on the condition that a
               confirmatory hard copy is sent by registered mail with
               acknowledgement of receipt or by special mail (at the latest one
               Day after the fax).

       14.7.2  All notices shall be addressed to the parties at the following
               addresses:

               (a) To the Buyer : Insignia France SARL, 112 Avenue Kleber 75116
                   Paris with a copy to General Counsel (currently Adam B.
                   Gilbert, fax n(degree) 00 1 212 984 66 55 ) and Chief
                   Executive Europe (currently Alan C. Froggatt fax n(degree) 00
                   44 (0) 20 7493 1503).

               (b) To the Sellers : JCB, 82 rue de Longchamp, 92200
                   Neuilly-sur-Seine, with a copy to Oliver Bourdais, 82 rue de
                   Longchamp, 92200 Neuilly-sur-Seine.

                   Fax n(degree): 01 47 47 26 31,

                   e-mail      :jcbourdais@hotmail.com;
                                -----------------------

                               :olivier.bourdais@easyburo.com.
                                ------------------------------

       14.7.3  The Buyer and the Sellers will be authorised to amend at any time
               their relevant address, addressee or fax number above subject to
               informing the other Party in accordance with this Clause 14.7.

14.8   Costs and Expenses

       14.8.1  Any registration and stamp duties payable on Completion shall be
               borne by the Buyer.

       14.8.2  Each Party shall bear the fees, costs and commissions of its own
               legal advisers and agents.

14.9   Severability

       14.9.1  If, for any reason whatsoever, any provisions of this Agreement
               are declared null or void, the Parties agree to enter into talks
               in order to amend such provisions in such a way that the
               Agreement may continue without interruption.



                                       67
<PAGE>


       14.9.2  The introduction in France of the European Single Currency shall
               not affect in any way the terms and conditions of this Agreement
               except for the figures expressed in French Francs which shall be
               automatically converted at the end of the transition period in
               respect of the introduction of such currency. Consequently, such
               introduction shall not confer on anyone either an exemption or
               discharge of liability in respect of the performance of this
               Agreement nor shall it confer the right to amend or terminate
               unilaterally this Agreement. In case of conversion of the share
               capital of the Company into Euro, such conversion will be carried
               out through a capital decrease.

14.10  Execution and delivery of documents

       14.10.1 The Parties agree to provide each other with any information as
               well as execute and provide any documents required for the
               performance of this Agreement.

14.11  APPLICABLE LAW AND SETTLEMENT OF DISPUTES

       14.11.1 THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH
               FRENCH LAW.

       14.11.2 IT SHALL BE SUBJECT TO THE SOLE JURISDICTION OF THE COMMERCIAL
               COURT OF PARIS TO WHOSE SOLE JURISDICTION THE PARTIES SHALL
               SUBMIT THEIR CLAIMS IN RESPECT OF THIS AGREEMENT AND THE RELATED
               OPERATIONS.

14.12  Recitals

       The Recitals to the Agreement form an entire part of the Agreement.



                                       68
<PAGE>


Executed on 16 December 2001

in 15 originals







/s/ Monsieur Jean Claude Bourdais               /s/ Alan C. Froggatt
-----------------------------------------       ------------------------------
The Sellers                                     Insignia Financial Group, Inc.

By: Monsieur Jean Claude Bourdais               By: Alan C. Froggatt

                                                Title: Vice President



/s/ Alan C. Froggatt
---------------------------------------------------
Insignia France SARL

By: Alan C. Froggatt

Title: Gerant



                                       69