EMPLOYMENT AGREEMENT

 EXHIBIT 10.2   

                             EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (this "Agreement"),  made as of June 17, 1996, is
by and among INSIGNIA  FINANCIAL  GROUP,  INC., a Delaware  corporation  with an
office at One Insignia Financial Plaza, Post Office Box 1089, Greenville,  South
Carolina 29602 (the "Parent Company"),  INSIGNIA BUYER  CORPORATION,  a Delaware
corporation  with an office at One  Insignia  Financial  Plaza,  Post Office Box
1089, Greenville, South Carolina 29602 (the "Company"), and EDWARD S. GORDON, an
individual  with an office c/o Edward S. Gordon Company  Incorporated,  200 Park
Avenue, New York, New York 10166 (the "Executive").

                              W I T N E S S E T H :

     WHEREAS,  the  Company  desires  to assure  itself of the  services  of the
Executive  for the period  provided  in this  Agreement,  and the  Executive  is
willing to serve in the employ of the Company for such period upon the terms and
conditions hereinafter provided;

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

     SECTION 1.  Employment.  The Company hereby agrees to employ the Executive,
and the Executive  hereby accepts such  employment,  in each case upon the terms
and  conditions  set forth  herein,  for a period  commencing on the date of the
closing (the "Closing") of the transactions  contemplated by the Asset and Stock
Purchase  Agreement,  dated as of June 17, 1996,  among the Parent Company,  the
Company,  Edward S. Gordon,  Edward S. Gordon Company Incorporated and Edward S.
Gordon Company of New Jersey, Inc. (the "Purchase Agreement") and ending on June
30, 2001 (the "Expiration  Date"),  subject to earlier  termination as set forth
herein (such period, as it may be so terminated, being referred to herein as the
"Employment Period"). In the event (i) the Closing does not occur for any reason
on or prior to August 31, 1996 or such later date as the parties to the Purchase
Agreement  shall agree upon,  or (ii) on or prior to the date of the Closing the
Executive dies or becomes  physically or mentally  incapacitated  or disabled or
otherwise  unable  to  fully  discharge  his  duties  as  contemplated  by  this
Agreement, then this Agreement shall automatically terminate ab initio and be of
no further force and effect.

     SECTION 2. Duties and Services.

          (a) Offices.  During the Employment  Period, the Executive shall serve
     as Chairman and Chief Executive Officer of the Company.  In the performance
     of his  duties  hereunder,  the  Executive  shall  report  to and  shall be
     responsible only to the Chairman,  Chief Executive  Officer or President of
     the Parent Company (as may be determined by the Board

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     of Directors of the Parent Company from time to time). The Executive agrees
     to his  employment  as  described  in this  Section 2, and agrees to devote
     substantially  all of his time and efforts to the performance of his duties
     hereunder.  The Executive  shall be available to travel as the needs of the
     business of the Company require and as reasonably directed by the Chairman,
     Chief  Executive  Officer or President of the Parent Company and the Boards
     of Directors of the Parent Company and the Company.

          (b) Location of Office.  During the Employment Period, the Executive's
     office shall be located in the principal  executive offices of the Company,
     which shall be in New York City,  New York.  The Company  will  provide the
     Executive  with  a  suitable  office,  an  executive  secretary  reasonably
     acceptable to him, and other support appropriate to his duties hereunder.

          (c)  Primary  Responsibilities.  During  the  Employment  Period,  the
     Executive  shall have  responsibility  for the  financial  and  operational
     affairs of the  Company and its  subsidiaries,  in each case as directed by
     the Chairman,  Chief  Executive  Officer or President of the Parent Company
     and the Boards of Directors of the Parent Company and the Company.

          (d)  Permitted  Activities.  Notwithstanding  anything to the contrary
     herein  provided,  the Executive (i) may make certain real estate and other
     investments  and hold  positions as  officers,  directors  and/or  partners
     thereof in so far as such  positions and  investments  do not conflict with
     the Executive's duties and loyalties to the Parent Company and the Company,
     and (ii) may continue to hold all positions and operate  businesses  and/or
     receive compensation and profit in accordance with Exhibit A annexed hereto
     and  incorporated  herein  and  (iii) may  hold such  other  positions,  in
     charitable  and other  organizations,  as may be  appropriate to his duties
     hereunder and (iv) shall be permitted to devote a reasonable portion of his
     time to the  collection of accounts  receivable of Edward S. Gordon Company
     Incorporated and Edward S. Gordon of New Jersey,  Inc. existing on the date
     of the Closing, (collectively, the "Permitted Activities").

          (e) Board of  Directors of the  Company.  At the first  meeting of the
     Board of Directors of the Company following the Closing,  the Company shall
     cause the  Executive  to be  elected  to its Board of  Directors  and shall
     renominate him to serve each year during the Employment  Period,  and if so
     elected or appointed,  the  Executive  agrees to serve as a director of the
     Company.  The  Executive  will  serve  in such  capacity  with  no  further
     compensation  except  that the  Executive  shall be entitled to receive the
     same  director's  fee,  if  any,  payable  by  the  Company  to  its  other
     employee-directors.  Throughout the term of this  Agreement,  the Company's
     Board  of  Directors  shall  consist  of no more  than  seven  individuals,
     including  the  Executive and the  Chairman,  Chief  Executive  Officer and
     President  of  the  Parent  Company.   Executive   acknowledges   that  the
     stockholders  of the Company have the sole right to elect all  directors of
     the  Company.  Executive  agrees  to  resign  from the  Company's  Board of
     Directors  immediately  if his  employment by the Company is terminated for
     any reason.

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          (f) Licensing. The Executive shall comply with the requirements of the
     New York  State  Real  Property  Law  (Broker's  License  Law) and New York
     State's Rules for the Guidance of Real Estate Brokers and  Salespersons and
     shall  maintain  his real  estate  brokers  license  in effect at all times
     during the  Employment  Period.  If the Executive is not duly licensed as a
     real estate broker or  salesperson  in New York at any time during the term
     of this Agreement,  the Executive will immediately notify the Chairman, the
     President, and the General Counsel of the Company and of the Parent Company
     of that fact, in writing.  During such period the Executive will not engage
     in any  activities in violation of the  applicable  licensing  laws, or any
     other  applicable  law; and the Executive will  diligently take all actions
     necessary to obtain such  license as soon as  practicable  thereafter.  The
     failure of the Executive (i) to maintain his real estate brokers license or
     (ii) to allow the Company to rely on it for the  Company's  license  during
     the Employment  Period shall constitute a material breach of this Agreement
     which shall entitle the Company to terminate the Executive's employment for
     cause.

          (g)  Membership.  The Executive  shall,  at the Company's  request and
     expense,  maintain a membership in the Real Estate Board of New York,  Inc.
     The  Executive  will  at  all  times  adhere  to the  Code  of  Ethics  and
     Professional  Practices  of  said  Board  and  to the  requirements  of all
     applicable laws and governmental regulations.

          (h) Other  Duties.  In  addition  to his  duties  with  respect to the
     Company,  the  Executive  shall be  appointed a member of the Office of the
     Chairman of the Parent Company and shall serve on the Executive  Management
     Committee  and the  Senior  Executive  Management  Committee  of the Parent
     Company.  In such  capacities,  the Executive  shall report directly to the
     Chief Executive  Officer of the Parent Company or such other  individual as
     may be  designated  by the Board of  Directors of the Parent  Company.  The
     Executive  will  also  serve  on  the  Management   Committee  of  Insignia
     Management Services-New York, Inc., a subsidiary of the Parent Company. The
     Executive  shall  serve as a director  and/or  officer of any of the Parent
     Company's  subsidiaries  or affiliates  if the Parent  Company so requests.
     Executive  shall  not be  entitled  to  receive  any  compensation  for the
     performance of the duties  provided for in this Section 2(h) in addition to
     the  compensation  expressly  provided in this  Agreement.  Executive shall
     endeavor  to  participate  in  all  meetings  of the  Executive  Management
     Committee and the Senior Executive  Management  Committee.  Executive shall
     attend,  participate in, and be the senior representative of the Company at
     all monthly  operations  review  meetings.  It is acknowledged by Executive
     that  recurring  failure of  Executive to attend such  meetings  shall be a
     material breach of this Agreement.

          (i) The  Executive  shall confirm or execute new consents as necessary
     to allow the use and  registration  of his personal name as provided in the
     Purchase Agreement.

     SECTION 3. Compensation.  As full compensation for his services  hereunder,
the  Company  shall  pay,  grant,  issue,  or give,  as the case may be,  to the
Executive the following:

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          (a) Base Salary. Subject to the provisions of Section 6, a base salary
     at the rate of $1,000,000 per annum (the "Base  Salary"),  payable in equal
     bi-weekly  installments or in such other  installments  consistent with the
     policy of the Parent Company as it may be amended from time to time.

          (b) Annual Bonus.

               (i) Subject to the approval of the stockholders of Parent Company
          as provided  below,  an annual bonus for the year ending  December 31,
          1997 or part thereof,  and each subsequent year or part thereof during
          the  Employment  Period in an amount  equal to 0.75% of the  Company's
          gross  revenues  for  such  year or  part  thereof,  if the  Company's
          earnings  before  interest,   taxes,   depreciation  and  amortization
          (calculated  in a  manner  consistent  with  that  used by the  Parent
          Company  historically  for  its  public  reporting,  "EBITDA"))  after
          adjustment for any bonus payable pursuant to this Section 3(b)(i) with
          respect  to such year or part  thereof  is not less  than the  "Target
          Amount"  for such year or pro rata  portion of the  Target  Amount for
          partial  years;  provided,  however,  that in the event the  Company's
          EBITDA as so  calculated is less than the Target Amount (pro rated for
          partial  years),  the  amount of such  bonus  shall be  reduced by the
          amount of such  deficiency.  For purposes of this  Agreement,  "Target
          Amount"  with  respect to any year shall mean the  Company's  budgeted
          EBITDA  for  such  year  as   determined   by  the  Parent   Company's
          Compensation  Committee  prior to the  commencement  of such year (and
          which is $14 million for the year ending December 31, 1997), provided,
          however,  that the budgeted EBITDA for any year shall be not more than
          110% of the budgeted  EBITDA for the  immediately  preceding year, and
          provided further, that the Target Amount may be increased or decreased
          from time to time by such amount as the Parent Company's  Compensation
          Committee shall reasonably determine to reflect anticipated  increases
          or decreases in the Company's  EBITDA as a result of any  acquisitions
          or dispositions, respectively, by the Company. Any such bonus shall be
          paid to the Executive within  one-hundred  twenty (120) days after the
          end of the year (or part thereof) in which it was earned.

               (ii)  Executive  understands  the  bonus  plan set  forth in this
          Section  3(b) is subject to the  approval of the  stockholders  of the
          Parent Company at a meeting of the stockholders of the Parent Company.
          In the event such  approval is not obtained on or before  December 31,
          1997, the provisions of this Section 3(b) shall be void ab initio, but
          the other  provisions of this  Agreement that remain in full force and
          effect  provided  this  Agreement  has not been earlier  terminated in
          accordance with its terms.

     (c) Options.  Options granted  pursuant to the Parent  Company's 1992 Stock
Incentive  Plan, as amended,  to purchase two hundred fifty  thousand  (250,000)
shares of the Class A Common  Stock,  par value  $0.01 per share,  of the Parent
Company (the "Parent  Company  Stock") at a price equal to the closing  price of
the Parent  Company Stock on the New York Stock Exchange on the last trading day
prior to the Closing which shall vest in five equal  installments  commencing on
the  date  six  months  after  the  Closing  Date  and  each  of the  next  four
anniversaries of such date.

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     (d) Commissions. Exhibit B hereto sets forth certain potential transactions
(the  "Identified  Transactions")  in which ABC has a personal  involvement as a
broker, identifying the proposed parties to such transactions,  the nature of or
properties involved in such transactions,  the amount or percent of the proposed
commission,  to the extent now known or determined,  and Executive's  percentage
split of any such  commission.  In the  event  any  commission  is earned by the
Company  on or prior  to  December  31,  1996  with  respect  to any  Identified
Transaction,  Executive  shall be entitled to an amount equal to his  percentage
split of such  commission if the Company's  EBITDA for the period ended December
31,  1996  after  adjustment  for any such  bonus is not less  than $7  million;
provided,  however,  that in the event the Company's  EBITDA as so calculated is
less than $7 million,  the amount of such commission  payable to Executive shall
be  reduced  by the  amount  of such  deficiency.  Any such  amount  payable  to
Executive shall be paid to him on the later of (i) April 30, 1997 or (ii) thirty
(30) days  after  the date the  Company  receives  payment  of such  commission.
Executive  understands  and  agrees  that he will not  share in any  commissions
earned  by the  Company  other  than  commissions  earned  with  respect  to the
Identified Transactions.

     (e) Fringe Benefit Programs.  In addition to the other benefits provided to
the Executive hereunder, the right to participate in the fringe benefit programs
now or  hereafter  maintained  by the Company or the Parent  Company  during the
Employment  Period  and  offered by the  Company  or the  Parent  Company to its
managing directors.  Such fringe benefit program may include, but not be limited
to, pension,  profit  sharing,  stock purchase,  stock option,  savings,  bonus,
disability, life insurance, health insurance, hospitalization, dental, and other
plans and policies authorized on the date hereof (collectively, "Company Benefit
Plans").

     (f)  Expense   Reimbursement.   Reimbursement  of  the  Executive  for  all
out-of-pocket  expenses  incurred by him in connection  with the  performance of
duties hereunder, including professional activities and membership fees and dues
relating to  professional  organizations  of which the Executive  currently is a
member or is directed to be a member by the Chairman or Chief Executive  Officer
of the  Parent  Company,  upon the  presentation  of  appropriate  documentation
therefor in  accordance  with the then regular  policies and  procedures  of the
Company. The Executive's current professional activities and memberships are set
forth on Exhibit C, attached hereto and made a part hereof.  The Executive shall
not  engage in or apply  for any  other  professional  activity  or  memberships
without the prior written consent of the Chairman,  Chief  Executive  Officer or
President of the Parent Company.

     (g)  Vacations.  Paid  vacation  consisting of twenty (20) days during each
calendar  year  during  the  Employment  Period,  to be taken at such time as is
consistent  with the  needs  of the  Company  as  reasonably  determined  by the
Executive.

     (h) License Back.  The Executive  shall be permitted only for the period of
his  employment  by the  Company  pursuant to this  Agreement  or  otherwise  to
continue to make use of the  trademarks,  servicemarks,  trade names or logos of
the  Company as they now appear or have been used and have  appeared on aircraft
and related aircraft furnishings,

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fixtures and equipment  used in connection  with the Business (as defined in the
Purchase  Agreement).  This  license  back shall not be  construed as a grant of
right or  assignment  to  continue  such use beyond the term of the  Executive's
employment by the Company pursuant to this Agreement or otherwise. Any use other
than those now  approved  and as  heretofore  used is not  contemplated  by this
Agreement and requires the express written consent of the Company.

SECTION 4.  Representations and Warranties of the Executive.

     The Executive represents and warrants to the Parent Company and the Company
as follows:

          (i) He is acquiring  the  securities  represented  by the Options and,
     upon exercise of the Options,  will acquire the  underlying  Parent Company
     Stock,  for his own account,  for investment  purposes only, and not with a
     view toward the sale or other distribution thereof;

          (ii) Other than the Permitted  Activities,  he is under no contractual
     or other restriction or obligation which is inconsistent with the execution
     of this Agreement,  the performance of his duties  hereunder,  or the other
     rights of the Parent Company or the Company hereunder; and

          (iii) To the best of his knowledge,  he is under no physical or mental
     disability  that would  hinder  his  performance  of his duties  under this
     Agreement.

SECTION 5.  Non-Competition; Confidentiality.

     (a)  Non-Competition.  In view of the unique and  valuable  services  it is
expected the Executive  will render to the Company and the Parent  Company,  the
Executive's  knowledge of the customers,  trade secrets,  and other  proprietary
information  relating  to the  business of the  Company  and its  customers  and
suppliers, and similar knowledge regarding the Parent Company it is expected the
Executive will obtain, the Executive agrees that (i) so long as the Executive is
employed by the Company  pursuant to this  Agreement or otherwise and (ii) for a
period of five (5) years after the termination of such  employment,  he will not
compete  with or be engaged in the same  business  as, or  "Participate  In" (as
hereinafter  defined) any other business or  organization  which, at the time of
the  cessation  of the  Employment  Period,  competes  with or is engaged in the
Business (as defined in the  Agreement)  or the same  business as the Company or
the Parent  Company,  with  respect to any  product or service  sold or activity
engaged in by the Company or the Parent Company in any  geographical  area which
at the time of such  cessation  such  product or service is sold or  activity is
engaged in by the Company or the Parent  Company;  provided,  however,  that the
provisions of this Section 5 shall not be interpreted to preclude the Executive,
at any  time  and  from  time to  time,  from  (i)  Participating  In any  other
organization  if approved by a majority of the Directors of the Parent  Company,
or (ii) owning not more than five percent (5%) of the outstanding  capital stock
of any publicly-traded person, or (iii) collecting

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Accounts  Receivable (as defined in the Agreement) of the Sellers (as defined in
the  Agreement)  existing  on the date of the  Closing  and the  liquidation  of
certain  of the  assets of the  Sellers,  or (iv) as set forth on Exhibit A. The
terms  "Participate  In"  and  "Participating  In"  shall  mean:   "directly  or
indirectly,  for his own benefit or for, with, or through any other person,  own
or owning,  manage or managing,  operate or operating,  control or  controlling,
loan money to or lending money to, or participate in or participating in, as the
case  may be,  the  ownership,  management,  operation,  or  control  of,  or be
connected  or  being  connected,  as the case may be,  as a  director,  officer,
employee, partner, consultant, agent, independent contractor, or otherwise with,
or acquiesce or acquiescing, as the case may be, in the use of his name in." The
Executive will not directly or indirectly  employ any person who, at any time up
to such cessation,  was an employee of the Company or the Parent Company, within
a period of two years after such person  leaves the employ of the Company or the
Parent  Company or any of its affiliates  other than his personal  secretary and
the pilot  assigned to pilot the  Aircraft  owned by  Edward S.  Gordon  Company
Incorporated  (referred  to in the Purchase  Agreement  as New York  Corp.).  In
addition, the Executive agrees that following the Employment Period, he will not
solicit anyone for the purpose of providing management,  leasing or related real
estate services with respect to the properties then managed and the clients then
served by the Company or the Parent Company.

     (b) Confidentiality.  All confidential  information which the Executive may
now possess,  may obtain during or after the  Employment  Period,  or may create
prior to the end of the Employment Period or otherwise  relating to the business
of the Company or the Parent Company or any of their  subsidiaries or affiliates
or of any customer or supplier of any of them shall not be published, disclosed,
or made  accessible  by him to any  other  person,  either  during  or after the
termination  of his  employment,  or used by him except  during  the  Employment
Period in the business and for the benefit of the  Company,  the Parent  Company
and their  subsidiaries and affiliates.  In the event that the Executive becomes
legally compelled to disclose any of the confidential information, the Executive
will provide the Parent  Company and the Company with prompt  notice so that the
Parent Company and the Company may seek a protective order or other  appropriate
remedy and/or waive  compliance  with the provisions of this Section 5(b) and in
the event that such protective order or other remedy is not obtained,  or should
the Parent Company and the Company waive  compliance with the provisions of this
Section 5(b), the Executive  will furnish only that portion of the  confidential
information  which is so  legally  required.  The  Executive  shall  return  all
tangible evidence of such confidential information to the Company and the Parent
Company prior to or at the termination of his employment hereunder.

     (c) Marks and Names.  For so long as the Business  remains in operation and
continues to conduct business under the trademarks,  service marks,  trade names
or personal names which are the subject of the Purchase Agreement, the Executive
shall  refrain from making any use of the marks or names,  or any marks or names
derivative or confusingly  similar thereto in connection with the sale, offering
for sale or promotion of any goods or services that would otherwise appear to be
in competition with, endorsed by, authorized by, sponsored by or affiliated with
the Business.

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     (d)   Non-Competition   Compensation.   In   consideration  of  Executive's
performance of the agreements set forth in Sections  5(a)(ii)  above,  Executive
shall be paid  $1,000,000  in advance upon the  commencement  of the  Employment
Period,  to be  allocated  as  $200,000  per year  for  each of the  five  years
contemplated by Section  5(a)(ii).  Such $1,000,000 is acknowledged by Executive
to be full and adequate  compensation for the restrictions on the conduct of the
Executive to which he has voluntarily consented in Section 5(a)(ii).

     (e)  Interpretation.  Since a breach of the  provisions  of this  Section 5
could not adequately be compensated by money damages,  the Company or the Parent
Company shall be entitled,  in addition to any other right and remedy  available
to it, to seek an injunction  restraining such breach and the Parent Company and
the Company shall not be required to post a bond in any  proceeding  brought for
such  purpose.  The Executive  agrees that the  provisions of this Section 5 are
necessary and  reasonable  to protect the Company and the Parent  Company in the
conduct of their  respective  businesses.  If any restriction  contained in this
Section 5 shall be deemed to be invalid,  illegal, or unenforceable by reason of
the extent,  duration,  or geographical  scope thereof,  or otherwise,  then the
court  making such  determination  shall have the right to reduce  such  extent,
duration,  geographical  scope, or other provisions  hereof,  and in its reduced
form such  restriction  shall then be  enforceable  in the  manner  contemplated
hereby.  Nothing  herein shall be construed  as  prohibiting  the Company or the
Parent Company from pursuing any other remedies,  at law or in equity,  for such
breach or threatened breach.

SECTION 6.  Termination.

    (a)   Definitions.

          (i) Death Termination Event. As used herein, "Death Termination Event"
     shall mean the death of the Executive.

          (ii)  Disability  Termination  Event.  As  used  herein,   "Disability
     Termination  Event"  shall  mean a  circumstance  where  the  Executive  is
     physically  or mentally  incapacitated  or disabled or otherwise  unable to
     fully discharge his duties hereunder for a period of 100 consecutive days.

          (iii)  Estate.  As used herein,  "Estate"  shall mean (A) in the event
     that the last will and  testament of the Executive has not been probated at
     the time of  determination,  the  estate of the  Executive,  and (B) in the
     event that the last will and  testament of the  Executive has been probated
     at the time of determination, the legatees or the Executor who are entitled
     under such will to the assets or payments at issue.

          (iv) Termination For Cause. As used herein,  the term "Termination For
     Cause"  shall  mean  the  termination  by the  Company  of the  Executive's
     employment  hereunder upon a good faith determination by a majority vote of
     the  members  of  the  Board  of  Directors  of  the  Parent  Company  that
     termination of this Agreement is necessary by

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     reason of (A) the  conviction  of the  Executive of a felony under state or
     federal law,  unless in any such case the Executive  performed  such act in
     good faith and in a manner the  Executive  reasonably  believed to be in or
     not opposed to the best interests of the Company or the Parent Company, (B)
     the  continued  material  breach by the  Executive  of any of the  material
     provisions  of this  Agreement  for a period of thirty  days after  written
     notice  of such  breach is given to the  Executive  by the  Company  or the
     Parent  Company,  (C) failure by the  Executive to comply with any material
     directive of the Board of  Directors  of the Company or the Parent  Company
     which shall  continue for ten days after written notice thereof is given to
     the  Executive,  (D) a  violation  of  the  confidentiality  provisions  of
     Sections 5 and 10 of this Agreement by the Executive, (E) the taking by the
     Executive  of any action on behalf of the  Company  or the  Parent  Company
     knowingly  without  the  possession  by the  Executive  of the  appropriate
     authority to take such action,  provided that Executive shall have five (5)
     days after written  notice  thereof to cure such breach,  (F) the taking by
     the Executive of actions (other than  Permitted  Activities) in conflict of
     interest  with the Company,  the Parent  Company or their  subsidiaries  or
     affiliates,  given the Executive's  positions with the Company,  the Parent
     Company and their  subsidiaries  and  affiliates,  provided that  Executive
     shall have five (5) days after written  notice thereof to cure such breach,
     (G) the usurpation of a corporate  opportunity  of the Company,  the Parent
     Company or their  subsidiaries  or affiliates by the  Executive;  provided,
     however, the parties acknowledge and agree that no Permitted Activity shall
     constitute a corporate  opportunity,  and further  provided that  Executive
     shall have five (5) days after written  notice thereof to cure such breach,
     (H) the  recurring  failure  to attend  and  participate  in (x)  Executive
     Management  Committee Meetings,  (y) Senior Executive  Management Committee
     Meetings and (z) Monthly  Operations  Review  Meetings,  provided  that the
     Executive  shall have five (5) days after  written  notice  thereof to cure
     such  breach,  (I) a failure as  provided  in the last  sentence of Section
     2(f), provided that Executive shall have five (5) days after written notice
     thereof to cure such breach,  or (J) a material breach or default of any of
     the representations,  warranties,  covenants or agreements contained in the
     Purchase  Agreement which continues for a period of not less than five days
     after  Executive has received  notice  thereof,  which  (i) shall have been
     asserted within twenty- four (24) months after the Closing and (ii) results
     in aggregate losses,  liabilities,  costs, and/or damages in excess of Four
     Hundred Thousand ($400,000) Dollars.

          (v) Termination  Without Cause. As used herein,  "Termination  Without
     Cause" shall mean any termination of the Executive's  employment  hereunder
     by the Company or the Parent Company that is not a Termination For Cause, a
     Death Termination Event, or a Disability Termination Event.

     (b) Death  Termination  Event.  Upon the occurrence of a Death  Termination
Event,  this Agreement  shall  terminate  automatically  upon the date that such
Death  Termination  Event occurred (subject to the last sentence of this Section
6),  whereupon  the Company shall pay to the Estate  compensation  at the annual
rate of One Million Two Hundred Thousand ($1,200,000) Dollars for a period equal
to the remaining term of the Employment  Period  (determined upon the assumption
that the Employment Period will not be terminated prior to the Expiration Date),
but in no event longer than two (2) years.

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     (c)  Disability  Termination  Event.  Upon the  occurrence  of a Disability
Termination  Event, this Agreement shall terminate  automatically  upon the date
that such Disability Termination Event occurred (subject to the last sentence of
this Section 6).

     (d)  Termination  For Cause.  The  Executive and the Company and the Parent
Company  agree that the Company and the Parent  Company  shall have the right to
effectuate  a  Termination  For Cause  prior to the  Expiration  Date.  Upon the
occurrence of a Termination  For Cause,  this Agreement shall terminate upon the
date that such  Termination  For Cause occurs  (subject to the last  sentence of
this Section 6),  whereupon the Executive  shall be entitled to receive the Base
Salary,  as then in effect,  to and including the date that such Termination For
Cause occurs.

     (e) Termination Without Cause. Upon the occurrence of a Termination Without
Cause,  this  Agreement  shall  terminate  upon the date that  such  Termination
Without Cause occurs (subject to the last sentence of this Section 6), whereupon
the Company  shall pay to the Executive  compensation  at the annual rate of One
Million Two Hundred Thousand ($1,200,000) Dollars until the Expiration Date.

     (f) Sports Tickets. Upon termination or expiration of the Employment Period
for any reason,  the Company  shall assign and transfer to Executive all tickets
to Mets  baseball  games  and  subscription  right  thereto  acquired  upon  the
consummation of the Agreement.

Notwithstanding  anything in this  Agreement to the contrary,  Sections 3 (as to
compensation,  commissions,  fringe benefits and expense reimbursements to which
Executive became entitled prior to termination of this  Agreement),  3(f), 4, 5,
6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16 and 17 of this  Agreement  shall  survive
any  termination of this Agreement or of the  Executive's  employment  hereunder
until the expiration of the statute of limitations applicable hereto.

     SECTION 7.  Indemnification.  Simultaneously  with the Closing,  the Parent
Company and the Executive shall enter into an  Indemnification  Agreement in the
form annexed hereto as Exhibit D.

     SECTION 8. Key Man Life  Insurance.  The Company  and/or the Parent Company
shall have the right to place a "key man" life  insurance  policy,  providing  a
death  benefit of  $20,000,000  (or such greater or lesser amount as the Company
and/or the Parent  Company shall  determine  from time to time) upon the life of
the  Executive,  for which the Company  and/or the Parent  Company  shall be the
beneficiary  (the "Key Man  Insurance  Policy").  In connection  therewith,  the
Executive hereby authorizes the Company and/or the Parent Company, at their sole
cost and expense,  to purchase and maintain upon the life of the Executive  such
insurance  policy,  and agrees to submit to such  medical  examinations,  and to
provide  and/or  consent to the release of such medical  information,  as may be
necessary or desirable in order to secure the issuance thereof.

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     SECTION  9.  Withholding.  The  Company  and the  Parent  Company  shall be
entitled  to withhold  from  amounts  payable to the  Executive  hereunder  such
amounts as may be required by applicable law to be so withheld.

     SECTION 10.  Survival.  Subject to the  provisions  of the last sentence of
Section 1 of this Agreement,  the covenants,  agreements,  representations,  and
warranties  contained in or made  pursuant to this  Agreement  shall survive the
termination of this Agreement,  irrespective of any investigation  made by or on
behalf of any party hereto. All confidential information which the Executive may
now possess,  may obtain during or after the  Employment  Period,  or may create
prior to the end of the Employment Period or otherwise  relating to the business
of the Company, the Parent Company or any of their subsidiaries or affiliates or
of any customer or supplier of any of them shall not be published, disclosed, or
made  accessible  by him  to any  other  person,  either  during  or  after  the
termination  of his  employment,  or used by him except  during  the  Employment
Period in the business and for the benefit of the  Company,  the Parent  Company
and their  subsidiaries and affiliates.  The Executive shall return all tangible
evidence of such confidential  information to the Company and the Parent Company
prior to or at the termination of his employment hereunder.

     SECTION   11.   Modification.   This   Agreement   sets  forth  the  entire
understanding  of the parties  hereto with respect to the subject matter hereof,
supersedes all existing  agreements between them concerning such subject matter,
and may be modified or terminated only by a written  instrument duly executed by
each party.  Executive  acknowledges  and agrees that neither the  Company,  the
Parent Company nor its  subsidiaries  or affiliates has or will assume or become
obligated under any existing employment  agreements or arrangements  between the
Executive  and any of Edward S. Gordon  Company  Incorporated,  Edward S. Gordon
Company of New  Jersey,  Inc.,  or the  Affiliated  Entities  (as defined in the
Purchase Agreement).

     SECTION  12.  Notices.  Any  notice  or  other  communication  required  or
permitted  to be given  hereunder  shall be in  writing  and  shall be mailed by
certified mail,  return receipt  requested,  or delivered against receipt to the
party to whom it is to be given,  at the  address of such party set forth in the
preamble to this  Agreement  (or to such other  address as such party shall have
furnished  in writing in  accordance  with the  provisions  of this Section 12.)
Notice to the Estate  shall be  sufficient  if  addressed  to the  Executive  as
provided  in this  Section  12.  Any  notice  or  other  communication  given by
certified  mail  shall be  deemed  given at the time of  certification  thereof,
except for a notice  changing a party's  address  which shall be deemed given at
the time of receipt thereof.

     SECTION 13. Waiver. Any waiver by either party of a breach of any provision
of this  Agreement  shall not operate as or be  construed  to be a waiver of any
other breach of such  provision or of any breach of any other  provision of this
Agreement. The failure of a party to insist upon strict adherence to any term of
this  Agreement  on one or more  occasions  shall not be  considered a waiver or
deprive that party of the right thereafter

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to  insist  upon  strict  adherence  to  that  term  or any  other  term of this
Agreement. Any waiver must be in writing.

     SECTION 14. Binding Effect.  The Executive's  rights and obligations  under
this Agreement shall not be transferable by assignment or otherwise, such rights
shall  not  be  subject  to  commutation,  encumbrance,  or  the  claims  of the
Executive's creditors, and any attempt to do any of the foregoing shall be void.
The provisions of this Agreement  shall be binding upon and inure to the benefit
of the  Executive  and his  heirs  and  personal  representatives,  and shall be
binding  upon and inure to the benefit of the  Company,  the Parent  Company and
their successors.

     SECTION 15. Third Party Beneficiaries.  This Agreement does not create, and
shall not be construed as creating,  any rights  enforceable by any person not a
party to this Agreement.

     SECTION 16. Construction and  Interpretation.  Should any provision of this
Agreement  require  judicial  interpretation,  the parties hereto agree that the
court interpreting or construing the same shall not apply a presumption that the
terms hereof shall be more strictly construed against one party by reason of the
rule of construction  that a document is to be more strictly  construed  against
the party that  itself,  or  through  its agent,  prepared  the same,  and it is
expressly agreed and acknowledged  that the Executive,  the Company,  the Parent
Company  and  their  respective   representatives   have   participated  in  the
preparation hereof.

     SECTION  17.  Headings.  The  headings  in this  Agreement  are  solely for
convenience of reference,  and shall be given no effect in the  construction  or
interpretation of this Agreement.

     SECTION 18.  Counterparts.  This Agreement may be executed in any number of
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

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     SECTION  19.  Governing  Law.  This  Agreement  shall  be  governed  by and
construed  in  accordance  with  the  laws of the  State  of New  York,  without
reference to the conflict of law provisions thereof.

     SECTION 20. Waiver of Trial by Jury.

     TO THE EXTENT  PERMITTED  BY  APPLICABLE  LAW,  EACH OF THE PARTIES TO THIS
AGREEMENT  HEREBY AGREES TO WAIVE ITS  RESPECTIVE  RIGHTS TO A JURY TRIAL OF ANY
CLAIM OR CAUSE OF ACTION  BASED UPON OR  ARISING  OUT OF THIS  AGREEMENT  OR ANY
DEALINGS  BETWEEN OR AMONG THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT
AND THE RELATIONSHIPS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO
ENCOMPASS ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO
THE SUBJECT MATTER OF THIS AGREEMENT,  INCLUDING,  WITHOUT LIMITATION,  CONTRACT
CLAIMS,  TORT  CLAIMS,  BREACH  OF DUTY  CLAIMS,  AND ALL OTHER  COMMON  LAW AND
STATUTORY CLAIMS.  EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL
INDUCEMENT TO ENTER INTO THIS AGREEMENT,  AND THAT EACH WILL CONTINUE TO RELY ON
THE WAIVER IN THEIR RELATED FUTURE DEALINGS.  EACH PARTY HERETO FURTHER WARRANTS
AND REPRESENTS  THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT
IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION
WITH LEGAL  COUNSEL.  THIS  WAIVER IS  IRREVOCABLE,  MEANING  THAT IT MAY NOT BE
MODIFIED EITHER ORALLY OR IN WRITING. IN THE EVENT OF LITIGATION, THIS AGREEMENT
MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

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206137.FS1                                                       #3509 (I71  )

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

                              INSIGNIA FINANCIAL GROUP, INC.

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

                              INSIGNIA BUYER CORPORATION

                              By:  /s/ Frank M. Garrison                    
                                   ---------------------                    
                                    Name:   Frank M. Garrison
                                    Title:  President

                              /s/ Edward S. Gordon                          
                              --------------------                          
                              EDWARD S. GORDON

FS1\F\0839\39038\029                                           06/21/96 8:48am
206137.FS1                                                       #3509 (I71  )

 

Basic Info X:

Name: EMPLOYMENT AGREEMENT
Type: Employment Agreement
Date: July 12, 1996
Company: INSIGNIA FINANCIAL GROUP INC
State: Delaware

Other info:

Date:

  • June 17 , 1996
  • June 30 , 2001
  • August 31 , 1996
  • December 31 , 1997
  • December 31 , 1996
  • April 30 , 1997

Organization:

  • One Insignia Financial Plaza
  • Stock Purchase Agreement
  • b Location of Office
  • Board of Directors of the Company
  • Company's Board of Directors
  • Company 's Board of Directors
  • New York State
  • Guidance of Real Estate Brokers
  • General Counsel of the Company
  • Real Estate Board of New York , Inc
  • Senior Executive Management Committee of the Parent Company
  • Management Committee of Insignia Management Services-New York , Inc.
  • Parent Company's Compensation Committee
  • Parent Company 's Compensation Committee
  • Parent Company Stock
  • New York Stock Exchange
  • Fringe Benefit Programs
  • New York Corp.
  • c Marks and Names
  • Death Termination Event
  • Board of Directors of the Parent Company
  • Senior Executive Management Committee Meetings
  • z Monthly Operations Review Meetings
  • Disability Termination Event
  • Termination For Cause
  • Termination Without Cause
  • Man Life Insurance
  • Edward S. Gordon Company Incorporated
  • Edward S. Gordon Company of New Jersey , Inc.
  • Third Party Beneficiaries

Location:

  • Delaware
  • Greenville
  • South Carolina
  • New York City

Money:

  • $ 14 million
  • $ 0.01
  • $ 7 million
  • $ 200,000
  • $ 1,000,000
  • $ 400,000 Dollars
  • $ 1,200,000 Dollars
  • $ 20,000,000

Person:

  • Frank M. Garrison
  • EDWARD S. GORDON FS1\F\0839\39038\029

Percent:

  • 0.75 %
  • 110 %
  • five percent 5 %