AMENDMENT No. 6, dated as of September 18, 2000, to WARRANT AGREEMENT dated as of September 15, 1998, as previously amended by Amendment No. 1 dated as of August 30, 1999, Amendment No. 2 dated as of September 15, 1999, Amendment No. 3 dated as of...

        AMENDMENT No. 6, dated as of September 18, 2000, to WARRANT AGREEMENT
dated as of September 15, 1998, as previously amended by Amendment No. 1 dated
as of August 30, 1999, Amendment No. 2 dated as of September 15, 1999, Amendment
No. 3 dated as of July 27, 2000, Amendment No. 4 dated as of August 15, 2000 and
Amendment No. 5 dated as of September 15, 2000 (as amended, the "Original
Agreement") between Insignia Financial Group, Inc., a Delaware corporation
formerly known as Insignia/ESG Holdings, Inc. (the "Corporation"), and APTS
Partners, L.P., a Delaware limited partnership ("APTS"), providing for the
issuance of warrants to purchase 316,667 shares of common stock, par value $.01
per share, of the Corporation.

        WHEREAS, pursuant to that certain letter agreement dated the date
hereof, the Corporation and APTS desire to extend the Expiration Date (as
defined in the Original Agreement) of the Warrants provided for in the Original
Agreement;

        NOW, THEREFORE, the parties hereto agree as follows:

        1.      Terms used herein shall have the meanings set forth in the
Original Agreement, unless otherwise defined herein.

        2.      The Expiration Date of the Warrants is hereby extended from
September 18, 2000 to August 1, 2001.

        3.       Except as set forth in this Amendment No. 6, the Original
Agreement is hereby ratified and confirmed in all respects.

        4.      Any Warrant Certificate evidencing Warrants need not be amended
to reflect the change in Expiration Date provided for herein in order to give
full effect to such change.

        IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 6
to the Original Agreement to be duly executed and delivered by their proper and
duly authorized officers, as of the date and year first above written.

                        INSIGNIA FINANCIAL GROUP, INC.

                        By:______________________________________
                             Name:  Xxxx X. Xxxxxxx
                             Title: Executive Vice President

                        APTS PARTNERS, L.P.

                        By:  APTS GP Partners, L.P., its general partner

                        By:  APTS Acquisition Corporation, its general
                                 partner

                        By:______________________________________
                             Name:  Xxxx X. X. Xxxxxxxxx
                             Title: Vice President