AGREEMENT OF JOINT FILING ------------------------- Insignia Financial Group, Inc., Liquidity Assistance L.L.C. and Market Ventures L.L.C. agree that the Amendment No. 1 to the Statement on Schedule 13D to which this agreement is attached as an...

                           AGREEMENT OF JOINT FILING
                           -------------------------

     Insignia Financial Group, Inc., Liquidity Assistance L.L.C. and Market
Ventures L.L.C. agree that the Amendment No. 1 to the Statement on Schedule 13D
to which this agreement is attached as an exhibit, and all future amendments to
the Statement, shall be filed on behalf of each of them. This Agreement is
intended to satisfy the requirements of Rule 13d-1(f)(1)(iii) under the
Securities Exchange Act of 1934, as amended.

Dated:   October 16, 1996



                         INSIGNIA FINANCIAL GROUP, INC.


                                              By:   /s/ XXXXX X. XXXXXXXX
                                                    --------------------------
                                                    Xxxxx X. Xxxxxxxx
                                                    Executive Managing Director



                          LIQUIDITY ASSISTANCE L.L.C.


                                              By:   /s/ J. XXXXX XXXXXX
                                                    ---------------------------
                                                    J. Xxxxx Xxxxxx
                                                    President



                             MARKET VENTURES L.L.C.

                                              By:   /s/ XXXXXX X. XXXXX
                                                    ---------------------------
                                                    Xxxxxx X. Xxxxx
                                                    Manager