SETTLEMENT AGREEMENT

CROW IRVINE #2 ("Crow"), a California limited partnership, and WINTHROP
CALIFORNIA INVESTORS LIMITED PARTNERSHIP, a Delaware limited partnership
("WCI"), hereby enter into the following Settlement Agreement ("Settlement
Agreement") as of October __, 2003:

RECITALS

X. Xxxx holds a 75% ownership interest in and is the General Partner and WCI
holds a 25% ownership interest in and is the Limited Partner of XXXX XXXXXXXX
DEVELOPMENT LIMITED PARTNERSHIP, a Maryland limited partnership.

X. Xxxx and WCI have had various disputes, including the disputes which are the
subject of the cases pending in the Superior Court of the State of California,
County of Orange, as Case No. 00CC004296 and Case No. 812346 (the "Lawsuits");
and

X. Xxxx and WCI wish to settle their disputes and dismiss the Lawsuits.

AGREEMENT

NOW THEREFORE, with reference to the foregoing and for valuable
consideration, including the mutual promises and releases as agreed herein the
receipt, adequacy and sufficiency of which are hereby acknowledged, and the
parties intending to be legally bound, the parties hereto agree as follows:

1. Amendment of Partnership Agreement. Concurrently with the execution
of this Settlement Agreement, Crow and WCI agree to execute a Fifth Amendment to
the Partnership Agreement of Xxxx Xxxxxxxx Development Limited Partnership (the
"Partnership Amendment") in the form attached to this Settlement Agreement as
Exhibit A.

2. Release of Claims. Concurrently with the execution of this
Settlement Agreement, Crow and WCI agree to execute a Mutual General Release of
Past Claims ("Release"), in the form attached to this Settlement Agreement as
Exhibit X. Xxxx warrants that all parties identified in the Release collectively
as "Crow Parties" will execute the Release. WCI warrants that all parties
identified in the Release collectively as "Winthrop Parties" will execute the
Release. WCI will endeavor to obtain a separate release (the "Separate Release")
substantially in the form of the Release from Insignia/ESG, Inc., a Delaware
corporation, provided, however, that the failure of Insignia to execute a
Separate Release shall not be a condition to the effectiveness of this
Settlement Agreement and shall not affect in any manner the respective rights
and obligations of the parties hereunder.

3. Dismissal of Lawsuits. Crow and WCI agree that within five (5) days
of the execution of this Settlement Agreement and the Partnership Amendment,
they will execute and file a dismissal, with prejudice (but without prejudice as
to Insignia only if it fails or refuses to execute the Separate Release), of the
Lawsuits in the form attached hereto collectively as Exhibit C. Each party to
the Lawsuits shall bear his or its own costs and attorneys' fees.

4. Article and Paragraph Headings. The article and/or paragraph
headings herein and throughout this Settlement Agreement are for the convenience
of reference only, and are not intended nor shall they be used to construe the
intent of this Settlement Agreement or any part thereof, or to modify, amplify,
or aid in the interpretation or construction of the previsions of this
Settlement Agreement.

5. Counterparts of this Settlement Agreement. This Settlement Agreement
shall be executed in two or more counterparts, each of which shall be deemed to
be an original of this Settlement Agreement. The same may be conveyed via
facsimile copy which copy shall be deemed to have the same effect as the
original counterpart.

6. Entire Agreement: Modification. This Settlement Agreement
constitutes the entire and exclusive agreement between Crow and WCI with respect
to the Lawsuits and supersedes and cancels all previous oral or written
settlement communications, proposals, agreements, and commitments. No
modifications to this Settlement Agreement, nor any waiver of any rights, shall
be effective unless assented to in writing by the party to be charged and the
waiver of any breach or default shall not constitute a waiver of any other right
hereunder or any subsequent breach or default. A party's delay in enforcing its
rights hereunder shall not be construed as a waiver of such rights or remedies.

7. Governing Law/Jurisdiction. This Settlement Agreement shall be
interpreted and governed by the laws of the State of California. Each of the
parties hereto agree that the state courts located in the County of Orange,
State of California shall have exclusive subject matter jurisdiction hereunder
and personal jurisdiction over each of the parties hereto. Each such party
hereby consents thereto, and hereby waives any right they may have to assert the
doctrine of forum non conveniens or to object to venue to the extent that any
proceeding is conducted in accordance with the foregoing provision.

8. Joint Preparation. Crow and WCI agree that this Agreement was
jointly prepared, that each was advised by their respective counsel as to the
terms and conditions of this Settlement Agreement and that no presumption in
favor of or against either Crow or WCI shall exist with respect to the
interpretation hereof.

9. Knowledge and Consent of the Partners. Crow and WCI mutually warrant
and represent that they have read and understand this Settlement Agreement and
that this Settlement Agreement is executed voluntarily and without duress or
undue influence on the part of or on behalf of either Crow and WCI, and
acknowledge that they have been represented in the negotiations and the
preparation of this Settlement Agreement by counsel of their own choice, that
they have read this Settlement Agreement and have had it fully explained to them
by such counsel, and that they are fully aware of the contents of this
Settlement Agreement and of the legal effect of each and every provision of this
Settlement Agreement.

10. Legal Authority. Crow and WCI assure and guaranty that they possess
the legal authority, pursuant to any proper appropriate and official motion,
resolution or action, passed or taken, to enter into this Settlement Agreement.

11. No Liability. Crow and WCI expressly acknowledge and stipulate that
this Settlement Agreement is executed in settlement and compromise of disputed
claims and that nothing in this Settlement Agreement shall be construed as an
admission of any wrongdoing, fault, violation of the law or liability of any
kind.

12. Word Meanings. The singular shall include the plural and the
masculine gender shall include the feminine and neuter, and vice versa, unless
the context otherwise requires.

13. Condition On Effective Date. This Agreement and the Exhibits to
this Agreement shall be deemed effective and binding on Crow and WCI only when
this Agreement and all of the Exhibits to this Agreement have been fully
executed and delivered.

AGREED TO AND ACCEPTED BY:

CROW IRVINE #2 WINTHROP CALIFORNIA INVESTORS
a California limited partnership LIMITED PARTNERSHIP, a Delaware
limited partnership

By: CROW IRVINE #1 By: Winthrop Financial Associates, a
LIMITED PARTNERSHIP Limited partnership
a Texas limited partnership Managing General Partner
its general partner

By: By:
-------------------------------------- ------------------------------------
Xxxxxxx X. Xxxx, Xx. Xxxxx Xxxxxxxxx
Its Managing General Partner Executive Vice President

APPROVED AS TO FORM:

Proskauer Rose, LLP
0000 Xxxxxxxx
Xxx Xxxx, XX 00000-0000

By:
-----------------------------
Xxxxx X. Xxxxxx

Attorneys for WINTHROP CALIFORNIA
INVESTORS LIMITED PARTNERSHIP

RUS, MILIBAND & XXXXX
A Professional Corporation
0000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000

By:
-----------------------------
Xxxxxx Rus

Attorneys for CROW IRVINE #2

EXHIBIT A

FIFTH AMENDMENT

EXHIBIT B

MUTUAL GENERAL RELEASE OF PAST CLAIMS

EXHIBIT C

DISMISSALS, WITH PREJUDICE OF 812346 AND 00CC04296

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SETTLEMENT AGREEMENT

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