INSIGNIA FINANCIAL GROUP INC /DE/
AMENDMENT TO EMPLOYMENT AGREEMENT - JAMES ASTON
<DOCUMENT>
<TYPE>EX-10.2(A)
<SEQUENCE>3
<FILENAME>file002.txt
<DESCRIPTION>AMENDMENT TO EMPLOYMENT AGREEMENT - JAMES ASTON
<TEXT>
<PAGE>


                        AMENDMENT TO EMPLOYMENT AGREEMENT


         This AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment"), effective as
of August 3, 2001, is made by and among Insignia Financial Group, Inc., a
Delaware Corporation (the "Company"), and James A. Aston ("Executive").

         WHEREAS, Executive is presently employed by the Company pursuant to an
Employment Agreement, entered into as of August 3, 1998, by and between
Executive and Insignia/ESG Holdings, Inc. (the Company's predecessor in
interest) (the "Agreement"); and

         WHEREAS, Executive and the Company desire to amend the Agreement as
hereinafter set forth.

         NOW, THEREFORE, for good and valuable consideration, Executive and the
Company agree as follows:

         1. DEFINED TERMS. All capitalized terms used but not otherwise defined
herein shall have the meanings ascribed thereto in the Agreement.

         2. AMENDMENT TO SECTION 1. Section 1 of the Agreement is amended to
replace the phrase "three years from the Commencement Date" with the phrase "on
December 31, 2003", thereby causing the term of the Agreement to end on December
31, 2003, subject to earlier termination as set forth in the Agreement.

         3. AMENDMENT TO SECTION 4(a). As of January 1, 2002, Section 4(a) of
the Agreement is amended to replace "$400,000" with "$550,000", thereby setting
the Base Salary at the rate of $550,000 per annum.

         4. AFFIRMATION. Except as amended hereby, the Agreement shall remain in
full force and effect.

         5. COUNTERPARTS. This Amendment 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.

    IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
date first above written.


                                            INSIGNIA FINANCIAL GROUP, INC.


                                            By:      /s/ Adam B. Gilbert
                                                  ---------------------------
                                            Name:    Adam B. Gilbert
                                                  ---------------------------
                                            Its:     Executive Vice President
                                                  ---------------------------



                                                     /s/ James A. Aston
                                            ---------------------------------
                                                         JAMES A. ASTON




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</DOCUMENT>
