8-K

                    SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC  20549

                                 FORM 8-K

                          Current Report Pursuant 
                       to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934

    Date of report (Date of earliest event reported) August 17, 1995	

                     	
                   MRI Business Properties Fund, Ltd. II		
        (Exact Name of Registrant as Specified in Its Charter)

                              California		
             (State or Other Jurisdiction of Incorporation)

             0-14177	                  94-2935565		 
   (Commission File Number)        (I.R.S. Employer Identification No.)

         5665 Northside Drive, N.W., Atlanta, Georgia            30328
          (Address of Principal Executive Offices)          (Zip Code)

                              (404) 916-9090		 
           (Registrant's Telephone Number, Including Area Code)

                              N/A                               	
       (Former Name or Former Address, if Changed Since Last Report)	



Item 1.   Change in Control

     On August 17, 1995, the stockholders of National Property 
Investors, Inc. ("NPI"), the sole shareholder of NPI Equity 
Investments II, Inc. ("NPI Equity"), the managing general partner 
of Fox Realty Investors, the general partner of Registrant's 
general partner, entered into an agreement to sell to IFGP 
Corporation, an affiliate of Insignia Financial Group, Inc. 
("Insignia), all of the issued and outstanding stock of NPI.  The 
sale of the stock is subject to the satisfaction of certain 
conditions (including, third party consents and other conditions 
not within the control of the parties to the agreement) and is 
scheduled to close in January 1996.  Upon Closing, it is expected 
that the current officers and directors of NPI Equity will resign 
and Insignia will elect new officers and directors. 

Item 7.   Financial Statements and Schedules

(c)     Exhibits

        2.   NPI, Inc. Stock Purchase Agreement, dated as of 
August 17, 1995  



SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act 
of 1934, the Registrant has duly caused this report to be signed 
on its behalf by the undersigned hereunto duly authorized.


                         MRI BUSINESS PROPERTIES FUND, LTD. II

                         By:  Montgomery Realty Company-84, 
                              its managing partner

                              By:  Fox Realty Investors,
                                   its managing partner

                                   By:  NPI Equity Investments 
                                        II, Inc.,
                                        its managing partner

Date:  August 21, 1995                  By: /s/ Michael L. Ashner
                                             Michael L. Ashner, 
                                             President


                           EXHIBIT INDEX


       Exhibit                                      Page No.


2.    NPI, Inc. Stock Purchase Agreement,              5
      dated as of August 17, 1995

EX-99

NPI INC. STOCK PURCHASE AGREEMENT


         Stock Purchase Agreement dated as of August 17, 1995, among Insignia
Financial Group, Inc., a Delaware corporation with offices at One Insignia
Financial Plaza, P.O. Box 1089, Greenville, South Carolina 29602 ("Insignia"); 
and IFGP Corporation, a Delaware corporation with offices at One Insignia 
Financial Plaza, P.O. Box 1089, Greenville, South Carolina 29602; ("IFGP" and, 
together with Insignia, the "Buyer");

and

AP-NPI II, L.P., a Delaware limited partnership with offices at 1301 Avenue of 
the Americas, New York, New York 10019 ("AP-NPI II"); Michael L. Ashner, with 
an address at 17 Buttonwood Drive, Dix Hills, New York 11746; Martin Lifton, 
with an address at 101 Wheatley Road, Old Westbury, New York 11568; and Arthur
 N. Queler, with an address at 7421 Campo Florido, Boca Raton, Florida 33433 
(such individuals being herein collectively called the "NPI Principals"); and 
Steven Lifton, with an address at 6 Partridge Drive, Roslyn, New York 11576; 
G. Bruce Lifton, with an address at 100 Cameron Glen Drive, Atlanta, Georgia 
30328; Judie Lifton, with an address at 118 East 60th Street, Apt. 19C, New 
York, New York 10022; Susan Ashner, with an address at 10 Buttonwood Drive, 
Dix Hills, New York 11746; Anise Queler, with an address at 7421 Campo 
Florido, Boca Raton, Florida 33433; Robert Lifton, Trustee, under the Martin 
Lifton 1994 Family Trust, with an address c/o Martin Lifton at 101 Wheatley
 Road, Old Westbury, New York 11568; and Robert Lifton, Trustee, under the 
Elinor Lifton 1994 Family Trust, with an address c/o Martin Lifton at 101 
Wheatley Road, Old Westbury, New York 11568 (such additional individuals and 
trusts, together with the NPI Principals, collectively called the "NPI Family 
Parties"; and together with AP-NPI II, the "Sellers"); 

and

National Property Investors, Inc., a Delaware corporation with offices at 5665
Northside Drive, N.W., Suite 370, Atlanta, Georgia 30328 ("NPI Inc."); NPI-AP
 Management, L.P., a Delaware limited partnership with offices at 5665 
Northside Drive, N.W., Suite 370, Atlanta, Georgia 30328 ("NPI-AP 
Management"); NPI Property Management Corporation, a Florida corporation with 
offices at 5665 Northside Drive, N.W., Suite 370, Atlanta, Georgia 30328 ("NPI 
Property Management"); DeForest Capital I Corporation, a Delaware corporation 
with offices at 5665 Northside Drive, N.W., Suite 370, Atlanta, Georgia 30328 
("DFC I"); DeForest Ventures II L.P., a Delaware limited partnership with 
offices at 5665 Northside Drive, N.W., Suite 370, Atlanta, Georgia 30328 
("Ventures II"); DeForest Ventures I L.P., a Delaware limited partnership with 
offices at 5665 Northside Drive, N.W., Suite 370, Atlanta, Georgia 30328 
("Ventures I"); DeForest Capital II Corporation, a Delaware corporation with 
offices at 5665 Northside Drive, N.W., Suite 370, Atlanta, Georgia 30328, 
("DFC II"); QAL Associates, a Georgia general partnership with offices at 5665 
Northside Drive, N.W., Suite 370, Atlanta, Georgia 30328 ("QAL"); QALA II 
Associates, a Georgia general partnership with offices at 5665 Northside 
Drive, N.W., Suite 370, Atlanta, Georgia 30328 ("QALA II"); AP-NPI L.P., a
 Delaware limited partnership with offices at 1301 Avenue of the Americas, New 
York, New York 10019 ("AP-NPI"); AP-NPI X L.L.C., a Delaware limited liability 
corporation with offices at 1301 Avenue of the Americas, New York, New York 
10019 ("AP-NPIX"); AP-NPI III, L.P., a Delaware limited partnership with 
offices at 1301 Avenue of the Americas, New York, New York 10019 
("AP-NPI III"); NPI Equity Investments, Inc., a Florida corporation with
 offices at 5665 Northside Drive, N.W., Suite 370, Atlanta, Georgia 30328 
("NPI Equity"); NPI Equity Investments II, Inc., a Florida corporation with 
offices at 5665 Northside Drive, N.W., Suite 370, Atlanta, Georgia 30328 ("NPI 
Equity II" and together with NPI Inc., NPI-AP Management, DFC I, QAL, QALA II, 
Ventures II, NPI Property Management, Ventures I, DFC II, AP-NPI, AP-NPIX, AP-
NPI III, NPI Equity and NPI Equity II, collectively, the "NPI Parties"). 

WITNESSETH:

     WHEREAS, Sellers wish to sell to Buyer, and Buyer wishes to purchase from 
Sellers, all of the issued and outstanding common stock, par value $.01 per 
share, of NPI Inc. (the "NPI Shares"), subject to the terms and conditions set 
forth herein; and 

     WHEREAS, the parties wish to make certain other agreements in connection 
with such sale and purchase; and 

     WHEREAS, pursuant to a Master Agreement (the "Master Agreement") dated as 
of November 21, 1994, as amended, with PaineWebber Real Estate Securities, 
Inc. ("PaineWebber") and a related Loan Agreement with Ventures I dated as of 
November 30, 1994 and a related Loan Agreement with Ventures II dated as of 
November 21, 1994, Ventures I has borrowed and there remains unpaid on the 
date hereof an aggregate of $15,159,392.00 and Ventures II has borrowed and 
there remains unpaid on the date hereof an aggregate of $18,154,333.71, 
respectively (collectively, the "PaineWebber Debt"); and

     WHEREAS, the limited partners of Ventures I that are not parties to this 
Agreement have consented to this Agreement and the transactions contemplated 
hereby in an agreement by and between Ventures I, DFC I and PD Associates,
 L.L.C., dated as of the date hereof, a copy of which is attached as 
Exhibit A; and in an agreement, dated as of the date hereof, a copy of which 
is attached as Exhibit B, by and among Ventures I, DFC I, Emmet J. Cashin, 
Jr., Trustee of the Survivors Trust under the Cashin 1990 Trust, Jarold A. 
Evans, Trustee of the Jarold A. Evans Revocable Trust, dated April 19, 1989,
 J.E. Capital Partners, and W. Patrick McDowell, Trustee of the McDowell
 Family Revocable Trust, dated April 28, 1978, as amended; and

     WHEREAS, the general partners of Fox Realty Investors, a California 
general partnership ("FRI"), have entered into a Second Amended and Restated 
Partnership Agreement (the "Fox Amendment"), dated the date hereof, further 
amending and restating the Amended and Restated Partnership Agreement entered
 into as of December 6, 1993, of FRI, as amended by the First Amendment 
thereto entered into as of August 8, 1994 (together with the Fox Amendment, 
the "FRI Partnership Agreement"), a copy of which is attached as Exhibit C; 
and

     NOW, THEREFORE, in consideration of the premises and the mutual promises 
herein made, and in consideration of the covenants, agreements,
 representations and warranties herein contained, the parties hereto hereby 
agree as follows:

I.    The Sale and Purchase

     1.01   Sale and Purchase
   
          (a)    At the Closing (defined below), each of Sellers shall
 sell to IFGP and IFGP shall purchase from each of Sellers the number of NPI 
Shares set forth opposite such Seller's name on Schedule 1.01-C hereto, such 
NPI Shares to consist in the aggregate of all of the issued and outstanding 
capital stock of NPI Inc., for an aggregate purchase price of $1,000,000.00, 
in cash (the "Purchase Price"). 
           (b)    Buyer shall not be required to purchase any of the NPI 
Shares to be sold hereunder unless all of the NPI Shares are sold to Buyer 
hereunder at the Closing.  

     1.02    Delivery of Stock Certificates and Purchase Price.

           (a)    The Sellers shall deliver to IFGP at the Closing stock 
certificates representing the NPI Shares being sold by them hereunder duly
 endorsed in blank or accompanied by stock powers duly endorsed in blank, in 
each case in proper form for transfer, with such proof of power and authority 
of the Person (defined below) endorsing such stock certificates or stock 
powers as shall be requested by IFGP, and with all required documentary 
stamps affixed thereto, and to the extent Buyer reasonably requests, all 
appropriate estate tax waivers, in form and substance reasonably satisfactory 
to Buyer.

           (b)    At the Closing, IFGP shall pay the Purchase Price by paying 
to each Seller entitled to receive a portion of the Purchase Price as set 
forth on Schedule 1.01-C, by certified or official bank check payable to such 
Seller or by wire transfer to such Seller at the account and in accordance 
with wire instructions delivered to Buyer at least two business days prior to 
the Closing Date (defined below). 

II.    [Intentionally Omitted]
III.   Closing

     3.01    The Closing

          The closing of the transactions contemplated by Section 1.01 (the
 "Closing") shall take place at the offices of Proskauer Rose Goetz &
 Mendelsohn LLP, 1585 Broadway, New York, New York, at 10:00 A.M., local time,
 on the same day as the closing of the transactions under the Partnership
 Units Purchase Agreement dated as of the date hereof among the parties named
 therein (the "Units Purchase Agreement"), or at such other time and place as
 the parties shall hereafter agree (the "Closing Date").

     3.02    Transactions at the Closing

          The following transactions shall take place at the Closing, all of
 which shall be deemed to have occurred simultaneously and none of which shall 
be deemed completed unless and until all of them shall have been completed (or 
waived in writing by the parties entitled to performance):

          (a)   Sellers shall deliver to Buyer the following:

                (i)  The stock certificates representing the NPI Shares
 referred to in Section 1.02, duly endorsed in blank or accompanied by stock 
powers duly endorsed in blank, in each case in proper form for transfer, with 
such proof of power and authority of the person endorsing such stock 
certificates or stock powers as shall be requested by Buyer, and with all 
required documentary stamps affixed thereto, and to the extent Buyer 
reasonably requests, all appropriate estate tax waivers, in form and substance 
reasonably satisfactory to Buyer.

               (ii)  [Intentionally Omitted] 

              (iii)  An opinion of Rosenman & Colin dated the Closing Date in 
form and substance satisfactory to Buyer. 

              (iv)  Evidence that all applicable waiting periods (and any 
extensions thereof) relating to any transactions to be completed by any of the 
Sellers or the NPI Parties under this Agreement under the HSR Act (defined 
below) have expired or otherwise been terminated.

               (v)  Certificates from each of the Sellers (and from each of 
the NPI Parties listed on Schedule 3.02(a.1)-C) which is not a natural person
 or a trust, signed by its duly authorized general partners, officers, 
managers or other legal representatives in form and substance satisfactory to 
Buyer certifying its Organizational Documents (defined below), valid existence 
and good standing (in all jurisdictions where the failure to qualify would 
have a material adverse effect on the financial condition or operations of 
such Seller or NPI Party), incumbency of officers or others acting in a 
representative capacity, due authorization of the transactions contemplated 
hereby, accuracy of Sellers' and the NPI Parties' representations and 
warranties, performance and compliance by Sellers and NPI Parties with all of 
Sellers' and NPI Parties' covenants and agreements hereunder and satisfaction 
of the conditions to Buyer's obligations hereunder to be satisfied by any of 
Sellers or the NPI Parties and such other matters as Buyer shall reasonably 
request.

               (vi)  Evidence in form and substance satisfactory to Buyer of 
all consents received by Sellers or the NPI Parties pursuant to Section 6.06.

              (vii)  A certificate of the NPI Principals pursuant to Section 
7.06, in form and substance satisfactory to Buyer, with respect to Affiliate 
transactions.

             (viii)  A certificate of Sellers pursuant to Section 8.04 in form 
and substance satisfactory to Buyer, with respect to the absence of any 
material adverse change. 

              (ix)  A certificate of the NPI Principals pursuant to Section 
8.22, in form and substance satisfactory to Buyer, with respect to the 
agreements listed on Schedule 3.02(a.2)-C (the "Other Agreements"). 

              (x)  Evidence that all directors and officers of the Acquired 
Companies (defined below) have submitted their resignations or been removed 
effective as of the Closing Date.

     (b)    Buyer shall deliver to Sellers the following:

              (i)  The Purchase Price as specified in Section 1.02.

             (ii)  [Intentionally Omitted] 

            (iii)  An opinion of Proskauer Rose Goetz & Mendelsohn LLP dated 
the Closing Date in form and substance satisfactory to Sellers. 

             (iv)  Evidence that all applicable waiting periods (and any 
extensions thereof) relating to any transactions to be completed by Buyer 
under this Agreement under the HSR Act have expired or otherwise been 
terminated.

             (v)  Certificates from each of Insignia and IFGP, signed by its 
duly authorized officers or other legal representatives in form and substance 
satisfactory to Sellers certifying its Organizational Documents, valid 
existence and good standing (in all jurisdictions where failure to qualify 
would have a material adverse effect on the financial condition or operations 
of Insignia), incumbency of officers or others acting for such entity in a 
representative capacity, due authorization of the transactions contemplated 
hereby, accuracy of Buyer's representations and warranties, performance and 
compliance by Buyer with all of Buyer's covenants and agreements hereunder and 
satisfaction of the conditions to Sellers' obligations hereunder to be 
satisfied by Buyer and such other matters as Sellers shall reasonably request.

            (vi)  A certificate of Buyer pursuant to Section 9.07 in form and 
substance satisfactory to Sellers. 

           (vii)  A certificate from Buyer pursuant to Section 9.08 in form 
and substance satisfactory to Sellers with respect to no material adverse 
change.

          (viii)  Evidence that the Investment Capital Contribution (defined 
below) required to be delivered under Section 9.10 has been made. 

IV.    Representations and Warranties of Sellers and the NPI Parties

      Sellers and the NPI Parties each, jointly and severally, represent and 
warrant to Buyer as of the date hereof as follows:

      4.01  Relationship of Sellers, the NPI Parties and their Affiliates

          Each of Sellers and each of the NPI Parties is an individual or 
entity of the type and/or acting in the capacity described in this Agreement. 
 The Sellers own, directly or indirectly, all of the legal and beneficial 
equity interests in NPI Inc. and its direct and indirect subsidiaries as 
listed on Schedule 4.01.1-C ("Subsidiaries" and together with NPI Inc., the 
"Acquired Companies").  The Acquired Companies (a) own or control, directly or 
indirectly, one or more of the general partners in one or more general 
partnerships or limited partnerships as set forth on Schedule 4.01.2-C, (each 
such general partner hereinafter referred to as a "Controlled GP" and each 
such general partnership or limited partnership hereinafter referred to as a
 "Controlled Partnership").  None of the Acquired Companies legally or 
beneficially, directly or indirectly, has any assets or owns any interest in 
any other Person except as listed on Schedules 4.01.1-C and 4.01.2-C.  As used 
in this Agreement, "Person" means an individual, a corporation, a partnership, 
a limited liability company, a joint venture, an association, a joint-stock 
company, a trust, a business trust, a government or any agency or political 
subdivision thereof, any unincorporated organization or any other entity of 
any kind; and an "Affiliate" of any Person means any other Person directly or
 indirectly controlling, controlled by or under common control with such 
Person.  

     4.02  Organization Chart

          The chart set forth on Schedule 4.02.1-C correctly sets forth the 
relationships and ownership interests among Sellers, the NPI Parties and the 
Acquired Companies.  All of the ownership interests in the entities set forth 
on that chart correctly reflect the legal and beneficial ownership of such 
entities except that no representation is made as to the ownership of the 
Apollo Entities (defined below).  Sellers are the only owners of record or 
beneficial owners of the capital stock of NPI Inc. and the NPI Shares being 
sold to Buyer hereunder are free and clear of any Liens other than the Liens 
securing the PaineWebber Debt.  As used in this Agreement, "Lien" means any 
lien, pledge, security interest, claim, charge, mortgage, encumbrance, 
restriction, voting trust or any other rights of any other Person other than 
(a) any restrictions on the transferability of partnership interests set forth 
in the Organizational Documents of a Controlled Partnership, (b) mechanics 
liens set forth on Schedule 4.02.2-C or other mechanics liens not so set forth 
but as to which the cost to discharge them as of the Closing Date does not, in 
the aggregate, exceed $100,000, or (c) the Voting Trust Agreement dated as of 
December 6, 1993 among the parties named therein (the "FCMC Voting Trust").

     4.03  Organization and Qualification

          (a)  Schedule 4.03-C correctly sets forth as to each of the Sellers 
(which is not an individual), NPI Parties, the Acquired Companies, and the 
Controlled Partnerships, its place of incorporation or formation, principal 
place of business, and in the case of each Controlled GP of a Controlled 
Partnership, jurisdictions in which it is qualified to do business as a 
foreign corporation or partnership, as the case may be. 

          (b)  Sellers have made available to Buyer with respect to each of 
the Sellers (which is not an individual), NPI Parties, Acquired Companies and 
Controlled Partnerships, true, complete and correct copies of each of the 
following documents including all amendments and supplements thereto:  (i) the 
certificate of limited partnership and partnership agreement for each such 
Person which is a limited partnership, and partnership agreement (or other 
Organizational Document) for each such Person which is a general partnership, 
(ii) the certificate of incorporation or articles of incorporation, by-laws, 
shareholders' agreements and voting trusts, if any, with respect to each such 
Person which is a corporation, (iii) the articles of organization and 
operating agreement, or similar documents, with respect to each such Person 
which is a limited liability company, (iv) the trust instruments or an opinion 
of counsel from attorneys and in form and substance acceptable to Buyer with 
respect to formation, powers, authority and other related matters with respect 
to each such Person which is a trust, and (v) other similar documents 
(collectively, such Person's "Organizational Documents").  Each of the 
Sellers, NPI Parties and Controlled Partnerships which is identified in this 
Agreement as a limited partnership or a general partnership is a partnership 
duly organized, validly existing, and in good standing under the laws of its 
jurisdiction of organization, in each case, with all requisite power and 
authority, and all necessary consents, authorizations, approvals, orders, 
licenses, certificates, and permits of and from, and declarations and filings 
with, all federal, state, local, and other governmental authorities and all 
courts and tribunals, to own, lease, license, and use its properties and 
assets and to carry on the business in which it is now engaged.  Each of the 
Sellers, NPI Parties and Acquired Companies which is identified in this 
Agreement as a corporation or limited liability company is a corporation or a 
limited liability company, respectively, duly organized, validly existing, and 
in good standing under the laws of its jurisdiction of organization, with all 
requisite power and authority, and all necessary consents, authorizations, 
approvals, orders, licenses, certificates, and permits of and from, and 
declarations and filings with, all federal, state, local, and other 
governmental authorities and all courts and tribunals, to own, lease, license, 
and use its properties and assets and to carry on the business in which it is 
now engaged.  Each of the Sellers which is identified in this Agreement as a 
trust is duly organized and existing under the laws of its jurisdiction of 
organization, with all requisite power and authority, and all necessary 
consents, authorizations, approvals, orders, licenses, certificates, and 
permits of and from, and declarations and filings with, all federal, state, 
local and other governmental authorities and all courts and tribunals, to own 
its assets.

          (c)  Each of the Controlled GPs that serves directly or indirectly 
as the general partner of one or more Controlled Partnerships is duly 
organized, validly existing, and in good standing under the laws of its 
jurisdiction of organization, with all requisite power and authority, and all 
necessary consents, authorizations, approvals, orders, licenses, certificates, 
and permits of and from, and declarations and filings with, all federal, 
state, local, and other governmental authorities and all courts and tribunals, 
to own, lease, license, and use its properties and assets and to carry on the 
business in which it is now engaged.

     4.04  Authority

          Sellers and the NPI Parties have all requisite power and authority 
to execute, deliver, and perform this Agreement.  All necessary corporate, 
partnership, limited liability company, trust or other proceedings, as the 
case may be (including, without limitation, any shareholder, member or limited 
partner consents, as the case may be) of or on behalf of any Sellers and NPI 
Parties have been duly taken to authorize their execution, delivery, and 
performance of this Agreement.  This Agreement and the other documents 
required to be delivered hereby have been (or when delivered will be) duly 
authorized, executed, and delivered by Sellers and the NPI Parties, and 
constitute (or when delivered will constitute) the legal, valid, and binding 
obligation of Sellers and the NPI Parties, enforceable as to each of them in 
accordance with their terms.  Upon the Closing, Sellers shall transfer good 
title to Buyer of all of the NPI Shares being sold hereunder, and the Acquired 
Companies shall have good title to all of the general partnership interests in 
any of the Controlled Partnerships that it owns, directly or indirectly, and 
all of such title shall be free and clear of all Liens (assuming payment of 
the PaineWebber Debt by Buyer). 

     4.05  Capitalization

          Schedule 4.05.1-C sets forth the authorized capital stock of each of 
the Acquired Companies and the total number of issued and outstanding shares 
of each of the Acquired Companies' capital stock.  All of the issued and 
outstanding shares of capital stock of each of the Acquired Companies is duly 
authorized, validly issued, fully paid, and fully non-assessable and are owned 
by NPI Inc. free and clear of all Liens (other than Liens securing the 
PaineWebber Debt).  There is no agreement, commitment (whether or not legally 
binding), plan, or arrangement to issue, and no outstanding option, warrant, 
security or other instrument or other right to obtain, convert into or 
exchange for or call for the issuance of any capital stock or security or 
other instrument convertible into, exercisable for, or exchangeable for any 
capital stock in any of the Acquired Companies, except as set forth on 
Schedule 4.05.2-C.  There are no restrictions of any kind on the transfer of 
the outstanding capital stock of any of the Acquired Companies, except as set 
forth on Schedule 4.05.3-C and those imposed by applicable federal and state 
securities laws.  There are no contracts or other understandings (whether 
formal or informal, written or oral, firm or contingent) that require or may 
require any of the Acquired Companies to repurchase any of its capital stock. 
 There are no preemptive or similar rights with respect to each of the 
Acquired Companies' capital stock.  Except for the FCMC Voting Trust, and 
except as set forth on Schedule 4.05.4-C, none of the Acquired Companies is a 
party to any voting agreements, voting trusts, proxies or any other 
agreements, instruments or understandings with respect to the voting of any 
capital stock of any of the Acquired Companies which shall be in effect at the 
Closing Date, or any agreement with respect to the transferability, purchase 
or redemption of any capital stock of any of the Acquired Companies.

     4.06  Partnership Interests

          (a)  Schedule 4.06.1-C sets forth the identity of each entity which 
serves as a general partner of one or more of the Controlled Partnerships and, 
(i) in those instances where such general partner is itself a partnership, the 
identity of each general partner of such partnerships, and (ii) the identity 
of the managing general partner or general partners, as the case may be, of 
each Controlled Partnership.  Each of the general partnership interests in the 
Controlled Partnerships which is owned or controlled by the Acquired Companies 
is duly authorized, validly issued, fully paid and fully non-assessable 
(except to the extent of any liability of the owner of the general partnership 
interest in the Controlled Partnerships as a general partner as provided in 
their respective partnership agreements), free and clear of all Liens (other 
than Liens securing the PaineWebber Debt) or voting trusts (other than the 
FCMC Voting Trust) or other rights of third parties and has not been issued 
and is not owned or held in violation of the partnership agreement covering 
such partnership.  Except as set forth on Schedule 4.06.2-C, there are no 
rights, options, subscriptions or other agreements of any kind to purchase 
or acquire any general partnership interest in any of the Controlled GPs.  
Except as set forth on Schedule 4.06.3-C, there are no agreements of any kind 
limiting or otherwise restricting the authority of any of the Controlled GPs, 
acting singly or jointly, to directly or indirectly manage and control in all 
respects one or more of the Controlled Partnerships and no other entity is 
authorized, singly or jointly, with any other entity, to so manage and control 
any Controlled Partnership.  

          (b)  Sellers and the NPI Parties have not breached or permitted any 
Controlled GP to breach, or default or violate any of its material 
obligations, including but not limited to its fiduciary duty to any Controlled 
Partnership or other partners in any Controlled Partnerships, under any 
Organizational Documents with respect to such Controlled Partnerships.  The 
FCMC Voting Trust is in full force and effect, no party is in material default 
of any provision thereof and there exist no grounds for removing or replacing 
NPI Equity II as the managing partner of FRI.  The FRI Partnership Agreement 
is in full force and effect and no party is in material default of any 
provision thereof.  Sellers and the NPI Parties have furnished to Buyer true, 
complete and correct copies of information provided by NPI Equity II to 
Portfolio Realty Advisers, L.P. ("PRA") pursuant to Section 8 of the FRI 
Partnership Agreement since January 1, 1994, including supporting 
documentation of NPI Equity II's calculation of such information.

     4.07  Business Conducted

          Except as set forth on Schedule 4.07.1-C, NPI Inc. conducts no 
business and has no assets or Liabilities (defined below) other than the 
ownership of shares of capital stock in its Subsidiaries.  Except as set forth 
on Schedule 4.07.1-C, the Subsidiaries each conducts no business and has no 
assets other than the ownership of general partnership interests in the 
Controlled Partnerships, which Controlled Partnerships conduct no business 
other than the ownership and operation of real properties and the ownership of 
general or limited partnership interests.  All of the real properties owned or 
operated by each of the Controlled Partnerships are listed on Schedule 4.07.2-
C. Except as set forth on Schedule 4.07.3-C, each of the properties is used 
solely for residential or commercial purposes and related activities. 

     4.08  Financial Condition; Assets

          (a)  On the Closing Date, each of the Acquired Companies shall have 
Net Current Assets (defined below) greater than zero.  As used in this 
Agreement, "Net Current Assets" means cash and cash equivalents less all
 Liabilities; and "Liabilities" means any and all obligations and liabilities
 of every kind, including, without limitation, contingent liabilities, known 
or unknown, obligations to perform services in the future for which fees or 
commissions have been prepaid, and contingent or unmatured obligations and 
liabilities other than any (i) Acquired Company's potential obligation to 
restore the deficit in a general partner's capital account in any Controlled 
Partnership, (ii) Acquired Company's potential obligation to return to any 
Controlled Partnership a portion of the distributions received by a general 
partner on account of its partnership interest in such Controlled Partnership 
by reason of the failure of the limited partners in such Controlled 
Partnership to receive a specified amount of distributions; (iii) obligations 
and liabilities under partnership law of a general partner solely attributable 
to its serving as a general partner of a Controlled Partnership; and (iv) 
 except as set forth on Schedule 4.08(a)-C. 

          (b)  On the Closing Date, each of the Acquired Companies shall have 
good and valid title to each of the following assets, free and clear of Liens, 
other than the PaineWebber Debt: 

               (i)  the loans and advances set forth on Schedule 4.08(b)-C to 
the extent not paid prior to Closing;

              (ii)  the accounts receivable set forth on Schedule 4.08(b)-C to 
the extent not paid prior to Closing;

              (iii)  all fixed assets currently owned by them, plus any fixed 
assets acquired and less any fixed assets disposed of in each case in the 
ordinary course of business consistent with past practice between the date 
hereof and the Closing Date.  

     4.09  Insurance

          Schedule 4.09-C lists all of the policies of insurance of any kind 
covering each of the Acquired Companies and their respective assets and 
businesses, setting forth the nature of the insurance, the insurance carrier, 
the amount of coverage, and the owner of and expiration date of such policies. 
 Each of the Acquired Companies has such insurance in such amounts and 
covering such risks as well-run businesses in the same industry customarily 
carry.  All such policies of insurance are in full force and effect and all 
premiums due thereon for all periods through the Closing Date are or will be 
on the Closing Date fully paid.  None of the Sellers, the NPI Parties or 
Acquired Companies has received any notice of cancellation or termination with 
respect to any such policy.

     4.10  Material Events and Changes

          Since April 30, 1995, except as set forth on Schedule 4.10-C, none 
of the Acquired Companies: 

          (a)  has mortgaged, pledged, subjected to or suffered any Lien, or 
granted any Lien, in respect of any of its properties, or incurred any Debt 
(defined below), except the PaineWebber Debt; and

          (b)  is in default under any Material Agreement (defined below), 
license or permit; or

          (c)  has experienced any change in control which is prohibited by 
the terms of any note, bond, mortgage, indenture, lease, license, franchise, 
agreement or other instrument or obligation by which it or any of its 
properties or assets is affected or bound.

      4.11  No Conflicts or Defaults; No Violations

          Neither the execution, delivery or performance of this Agreement by 
any of the Sellers or the NPI Parties nor the consummation of the transactions 
contemplated hereby will (with or without the giving of notice, lapse of time 
or both):  (a) contravene any provisions of any law, statute, rule or 
regulation or any order, writ, judgment, injunction or decree of any court or 
governmental instrumentality; or (b) except as set forth on Schedule 4.11-C, 
and assuming that each of the consents and approvals set forth on Schedule 
4.12-C has been obtained, conflict with or result in any material breach of,
 or constitute a material default under, or result in the creation or 
imposition of (or the obligation to create or impose) any Lien upon any of the 
property or assets of any of Sellers, the NPI Parties or the Acquired 
Companies pursuant to the terms of any note, bond, indenture, mortgage, deed 
of trust, loan agreement, credit agreement, lease, franchise, partnership 
agreement, voting trust or any other agreement, contract or instrument to 
which any of them is a party or to which any of their respective properties or 
assets is subject; (c) violate any provision of their respective 
Organizational Documents; (d) give any Person or group of Persons the right to 
replace any of them as a direct or indirect general partner of any Controlled 
Partnership; or (e) (i) except for payment of one-time bonuses in connection 
with the consummation of the transactions contemplated hereby, entitle any 
current or former employee of any of Sellers, the NPI Party or Acquired 
Company to any severance pay, unemployment compensation or any similar 
payment, (ii) accelerate the time of payment or vesting or increase the amount 
of any compensation payable to any such employee or former employee, or 
(iii) directly or indirectly result in any payment made or to be made to or on 
behalf of any person to constitute a "parachute payment" within the meaning of 
Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"). 

     4.12  Consents

          Except the filings under the HSR Act, the consent of the Department 
of Housing and Urban Development ("HUD") to the transactions contemplated by 
this Agreement and the Other Agreements as described in Section 6.05, the 
consent of the Rural Economic Community Development and Housing Agency 
("RECDHA"), and as set forth on Schedule 4.12-C, no approval or consent of, 
notice to, or filing or registration with, or authorization, order, license, 
certificate, or permit of or from, any governmental authority or any other 
notice to or consent of any third party is required in connection with  (a) 
the execution, delivery and performance of, (b) the legality, validity, 
binding effect or enforceability of or (c) the consummation of the 
transactions contemplated by this Agreement.

     4.13  Debt

           Schedule 4.13-C is a complete list of (a) all Debt for each of the 
Acquired Companies (including any intercompany debt or Debt for which the NPI 
Shares is security), (b) all Debt of the Controlled Partnerships which is 
recourse to the Controlled GP of such Controlled Partnership, and (c) all Debt 
in which any Controlled GP is obligated to extend or has extended any lines of 
credit, or is committed to make or has made working capital loans, to any 
Controlled Partnership.  None of the Acquired Companies or Controlled GPs is 
the obligor in respect of and no assets of any of the Acquired Companies or 
Controlled GPs is security for or otherwise subject to any Debt other than the 
Debt described on Schedule 4.13-C.  Sellers and the NPI Parties have delivered 
to Buyer true, complete and correct copies of all agreements, notes, security 
documents and other documents relating to any Debt of the Acquired Companies 
in effect on the date hereof, and each such document is in full force and 
effect and has not been further modified, amended or terminated and no party 
is in payment default thereunder or any other default thereunder other than 
immaterial defaults.  Each of the Acquired Companies is in substantial 
compliance with the terms of any Debt for which it is liable or to which any 
of its assets is subject, no payment defaults exist thereunder and no notice 
of default with respect thereto has been received by any of Sellers or the NPI 
Parties. 

          As used in this Agreement, "Debt" means, with respect to any Person, 
all indebtedness of any kind for which such Person is or could become liable 
for repayment or to which any property or other assets of such Person is 
subject, including, without limitation, (a) all indebtedness for borrowed 
money, (b) all indebtedness for the deferred purchase price of property or 
services, (c) all obligations evidenced by notes, bonds, debentures or other 
similar instruments (other than performance, surety and appeal bonds arising 
in the ordinary course of such Person's business), and all indebtedness 
secured by mortgage or other Liens against any of such Person's property or 
other assets, (d) all indebtedness created or arising under any conditional 
sale or other title retention agreement with respect to property acquired by 
such Person, (e) all obligations under capital leases (as such term is defined 
by GAAP), (f) all reimbursement, payment or similar obligations contingent or 
otherwise, under acceptance, letter of credit or similar facilities, (g) any 
obligations of any of the foregoing kinds of any other Person which is 
guaranteed directly or indirectly by such Person or in effect guaranteed 
directly or indirectly by such Person, including, without limitation, through 
an agreement (i) to pay or purchase such Debt or to advance or supply funds 
for the payment or purchase thereof, (ii) to purchase, sell or lease property 
or services primarily for the purpose of enabling the debtor to make payment 
of such Debt, (iii) to supply funds to or in any other manner invest in the 
debtor (including any obligation to pay for goods or services whether or not 
received) or (iv) otherwise to insure a creditor against loss in respect of 
such Debt, and (h) any Debt of any type of any other Person secured by any 
Lien on any property or assets of such Person but excluding any withdrawal 
liability with respect to any Multiemployer Plan (defined below).  As used in 
this Agreement, "Debt" does not include any general partner obligation to 
restore the deficit in its capital account in any Controlled Partnership and 
any general partner obligation to return to any Controlled Partnership a 
portion of the distributions received by a general partner on account of its 
partnership interest in such Controlled Partnership by reason of the failure 
of the limited partners in such Controlled Partnership to receive a specified 
amount of distributions.

     4.14  Taxes

          (a)  No Seller is a foreign person within the meaning of Section 
1445 of the Code.  Schedule 4.14(a)-C sets forth the taxpayer identification 
number and office address within the United States for each Seller.

          (b)  Schedule 4.14(b)-C sets forth the name of each Controlled 
Partnership which has made an election under Section 754 of the Code at any 
time that any Seller or NPI Party or any Affiliate managed or operated such 
Controlled Partnership or owned any general partnership interest therein or, 
to the knowledge of Sellers and the NPI Parties (defined below), prior to such 
time.

          (c)  Except as set forth on Schedule 4.14(c)-C, each of the 
Controlled Partnerships is and since its formation has been a partnership for 
federal income tax purposes qualifying under Section 7701 of the Code and none 
of the Controlled Partnerships constitutes a publicly traded partnership 
within the meaning of Section 7704 of the Code.

          (d)  Schedule 4.14(d)-C sets forth the Section 754 amount, 
amortization method and accumulated amortization with respect to the basis in 
partnership interest which differs from the capital accounts of the tax 
returns of any Controlled Partnership for the most recent calendar year.

     4.15  Material Agreements

          Schedule 4.15-C lists all existing agreements and identifies the 
subject matter thereof to which any of the Acquired Companies is a party or is 
subject or to which any of their respective properties or assets is subject 
which cannot be canceled without penalty within 90 days and which are 
material to the financial condition, results of operations, business, 
properties, assets or liabilities of any of the Acquired Companies (each a 
"Material Agreement").  Sellers have made available to Buyer true, complete 
and correct copies of each such Material Agreement.  All of such Material 
Agreements are in full force and effect and no party is in payment default of 
any provision thereof or any other default thereunder except immaterial 
defaults.

     4.16  Master Indemnity Agreement

          Each of Sellers and the NPI Parties represents and warrants that it 
has consulted with its advisors and counsel with respect to its obligations 
under the Master Indemnity Agreement of even date among the Buying Group, 
Riverside and the Selling Group, as such terms are defined therein (the 
"Master Indemnity Agreement"), and the adequacy of the consideration that it 
has received with respect thereto; and that such consideration is in all 
respects adequate and the value thereof is not less than the value of its 
obligations under the Master Indemnity Agreement. 

     4.17  Environmental Matters

          (a)  Except as disclosed on Schedule 4.17(a.1)-C, and except for the 
operating limited partnerships (other than Controlled Partnerships) listed on 
Schedule 4.17(a.2)-C (the "March Partnerships"), all of the current and past 
use and operations by or of any of Seller or the NPI Parties, or any of their 
Affiliates or any of the Controlled Partnerships (at any time that any Seller 
or NPI Party or any Affiliate thereof managed or operated such Controlled 
Partnership or owned any general partnership interest therein) or, to the 
knowledge of Sellers and the NPI Parties, any owner, tenant, lessee or other 
Person at or from any real property presently or formerly directly or 
indirectly owned, used, leased, occupied, managed or operated by any of the 
Controlled Partnerships (at any time that any Seller or NPI Party or any 
Affiliate thereof managed or operated such Controlled Partnership or owned any 
general partnership interest therein) (the "Real Property"), comply and have 
complied with all applicable Environmental Laws (defined below).  None of 
Sellers or the NPI Parties or any Affiliates thereof and none of the 
Controlled Partnerships (at any time that any Seller or NPI Party or any 
Affiliate managed or operated such Controlled Partnership or owned any general 
partnership interest therein), nor, to the knowledge of Sellers or the NPI 
Parties, any Controlled Partnership (at any time that none of Sellers or the 
NPI Parties or any Affiliate thereof managed or operated such Controlled 
Partnership or owned any general partnership interest therein) or any owner, 
tenant, lessee or other Person, has engaged in, authorized, allowed or 
permitted any operations or activities upon any of the Real Property for the 
purpose of or in any way involving the handling, manufacture, treatment, 
processing, storage, use, generation, release, discharge, emission, dumping or 
disposal of any Hazardous Substances (defined below) at, on or under the Real 
Property, except in compliance with all applicable Environmental Laws.

           (b)  Except as disclosed on Schedule 4.17(b)-C, and except for the 
March Partnerships, (i) none of Sellers or the NPI Parties and none of the 
Controlled Partnerships (at any time that any Seller or NPI Party or any 
Affiliate thereof managed or operated such Controlled Partnership or owned any 
general partnership interest therein) or, to the knowledge of the Sellers and 
the NPI Parties, (based on facts known to any of the Sellers of the NPI 
Parties), any owner, tenant, lessee or other Person, or any Controlled 
Partnership (at any time that none of Sellers or the NPI Parties or any 
Affiliate thereof managed or operated such Controlled Partnership or owned any 
general partnership interest therein) has been or is involved in activities at 
or related to any portion of any Real Property directly or indirectly owned or 
managed by any of Sellers, the NPI Parties or the Controlled Partnerships 
which activities could reasonably be expected to lead to (A) the imposition of 
any liability on any of the Sellers, NPI Parties or the Controlled 
Partnerships under any Environmental Law, or on any subsequent or former owner 
or operator of any portion of any such Real Property, or (B) the creation of a 
Lien with respect to any liability on any portion of any such Real Property 
under any Environmental Law; and (ii) to the knowledge of Sellers and the NPI 
Parties, based on facts known to Sellers or the NPI Parties, no activity by 
any owner, tenant, lessee or other occupant of any portion of any Real 
Property could reasonably be expected to result in a claim or liability under 
any Environmental Law on such owner, tenant or occupant, on any of Sellers, 
the NPI Parties or the Controlled Partnerships or on any other subsequent or 
former owner or operator of any portion of such Real Property.

          (c)  Except as disclosed on Schedule 4.17(c)-C, and except for the 
March Partnerships, to the knowledge of Sellers and the NPI Parties, the Real 
Property does not contain any Hazardous Substances in, on, over, under or at 
the Real Property in concentrations which would presently violate 
Environmental Laws or impose liability or obligations on the present or former 
owner or operator of the Real Property under the Environmental Laws for any 
investigation, corrective action, remediation or monitoring of Hazardous 
Substances in, on, over, under or at the Real Property.  To the knowledge of 
Sellers and the NPI Parties, none of the Real Property is listed or proposed 
for listing on the National Priorities List pursuant to the Comprehensive 
Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. 
 9601 et seq., or any similar inventory of sites requiring investigation or 
remediation maintained by any state.  None of the Sellers or NPI Parties and 
none of the Controlled Partnerships (at any time that any Seller or NPI Party 
or any Affiliate managed or operated such Controlled Partnership or owned any 
general partnership interest therein) has received any notice, whether oral or 
written, from any governmental entity or third party of any actual or 
threatened Environmental Liabilities (defined below) with respect to the Real 
Property, or the conduct of the business of any of the Sellers, NPI Parties or 
Controlled Partnerships.  

          (d)  Except as set forth in Schedule 4.17(d)-C, and except for the 
March Partnerships, and except for non-friable asbestos in ceiling and 
linoleum tiles, to the knowledge of Sellers and the NPI Parties, there are no 
underground storage tanks, asbestos or asbestos containing materials, 
polychlorinated biphenyls, urea formaldehyde, or other Hazardous Substances 
(other than small quantities of Hazardous Substances stored and maintained in 
accordance with all applicable Environmental Laws for use in the ordinary 
course of the business of the Controlled Partnerships) in, on, over, under or 
at any presently owned or operated Real Property.

          (e)  To the knowledge of Sellers and the NPI Parties, there are no 
conditions existing at any Real Property that require, or which with the 
giving of notice or the passage of time or both may require remedial or 
corrective action, removal or closure pursuant to the Environmental Laws other 
than the implementation of customary operation and maintenance programs with 
respect to asbestos of the type commonly known as "O&M" programs.  Schedule 
4.17(e)-C lists all such O&M programs.

          (f)  Each of Sellers, the NPI Parties and Controlled Partnerships, 
has all the material permits, authorizations and approvals necessary for the 
conduct of its business and for the operations on, in or at the Real Property 
which are required under applicable Environmental Laws and is in material 
compliance with the terms and conditions of all such permits, authorizations 
and approvals, and is capable of continued operation in compliance with 
Environmental Laws.  Schedule 4.17(f)-C contains a list of all such required 
permits, authorization and approvals.

          (g)  Sellers and the NPI Parties have provided to Buyer all 
environmental reports, assessments, audits, studies, investigations, data and 
other written environmental information in their custody, possession or 
control concerning the Real Property.

          (h)  Except as disclosed on Schedule 4.17(h)-C, and except for the 
March Partnerships, none of Sellers or the NPI Parties has any reason to 
believe, based on facts known to Sellers or the NPI Parties, that any of 
Sellers, the NPI Parties or Controlled Partnerships may become subject to any 
Environmental Liabilities. 

          (i)  As used in this Agreement, the term "Environment" means any 
surface or subsurface physical medium or natural resource, including, air, 
land, soil, surface waters, ground waters, stream and river sediments, and 
biota; the term "Environmental Laws" means any federal, state, local or common 
law, rule, regulation, ordinance, code, order or judgment (including the 
common law and any judicial or administrative interpretations, guidances, 
directives, policy statements or opinions) relating to the injury to, or the 
pollution or protection of human health and safety or the Environment; the 
term "Environmental Liabilities" means any claims, judgments, damages 
(including punitive damages), losses, penalties, fines, liabilities, 
encumbrances, liens, violations, costs and expenses (including attorneys and 
consultants fees) of investigation, remediation or defense of any matter 
relating to human health, safety or the Environment of whatever kind or nature 
by any party hereto or any of its Affiliates, any Controlled Partnership, 
entity, any governmental regulatory authority or any other Person (i) which 
are incurred as a result of (A) the existence of Hazardous Substances in, on, 
under, at or emanating from any Real Property presently or formerly owned or 
operated by any of Sellers, the NPI Parties or Controlled Partnership or any 
Affiliates thereof or (B) the offsite transportation, treatment, storage or 
disposal of Hazardous Substances generated by any of Sellers, the NPI Parties 
or Controlled Partnerships or any third-party customers of any thereof or (C) 
the violation of any Environmental Laws or (ii) which arise under the 
Environmental Laws; the term "Hazardous Substances" means petroleum, petroleum 
products, petroleum-derived substances, radioactive materials, hazardous 
wastes, polychlorinated biphenyls, lead based paint, urea formaldehyde, 
asbestos or any materials containing asbestos, and any materials or substances 
regulated or defined as or included in the definition of "hazardous 
substances," "hazardous materials," "hazardous constituents," "toxic 
substances," "pollutants," "pollutants," "contaminants" or any similar 
denomination intended to classify substances by reason of toxicity, 
carcinogenicity, ignitability, corrosivity or reactivity under any 
Environmental Law.  All references in this Section to any of Sellers, the NPI 
Parties or Controlled Partnerships shall include all predecessors thereto and 
any Person the liabilities of which pursuant to the Environmental Laws,
 contractually, by common law or by operation of law, any of them may have 
succeeded to.

     4.18  Investment Company

          None of Sellers, the NPI Parties or Acquired Companies is an 
"investment company" or a company "controlled" by an "investment company," 
within the meaning of the Investment Company Act of 1940, as amended.

     4.19  Employees

          (a)  All of the executive employees of the Acquired Companies on the 
date of this Agreement are listed on Schedule 4.19.1-C (the "Executive 
Employees") together with a list of any employment, compensation, severance or 
termination agreements or arrangements to which any of Sellers or the Acquired 
Companies is a party (the "Employment Agreements").  No other employee of any 
of them has any employment agreement, written or oral, and each such other 
employee is an employee at will.  Other than the Executive Employees and the 
employees listed on Schedule 4.19.2-C (collectively, the "Corporate 
Employees"), the entire compensation costs of all other employees of the 
Acquired Companies (the "Reimbursable Employees") are reimbursable under the 
agreements with respect to the properties for which they work or the 
partnership agreement of the Controlled Partnership which owns the property at 
which they work.  Between the date hereof and the Closing Date, the 
compensation of the Reimbursable Employees shall be changed only in the 
ordinary course of business consistent with past practice, and no change shall 
be made in the compensation of Corporate Employees except for the payment of 
one-time bonuses or severance payments in connection with the consummation of 
the transactions contemplated by this Agreement and the Other Agreements.  
Prior to the Closing, Sellers and the NPI Parties (i) shall have terminated 
the Employment Agreements, (ii) shall have obtained the resignation of each of 
the Executive Employees effective immediately prior to the Closing and (iii) 
shall have terminated each of the Corporate Employees.  On the Closing Date, 
the Acquired Companies shall have no liability under or arising out of any 
employment, compensation, severance or termination agreements or arrangements 
with any Executive Employee, any Corporate Employee or any other employee of 
any of them or the termination thereof as contemplated by this Section.  On 
the Closing Date, Sellers and the NPI Parties will have paid or provided for, 
and no Buyer or Acquired Company shall be liable for, any severance payment 
due as of the Closing Date to any employee of the Acquired Companies or the 
Controlled Partnerships upon termination of employment, with or without cause. 

          (b)  Except as set forth on Schedule 4.19.3-C, none of the Sellers 
or, (at any time since January 1, 1993 or, to the knowledge of Sellers and the 
NPI Parties, prior to such date) the Acquired Companies is currently or has 
ever been a party to or otherwise bound by and none of its employees is 
covered by any collective bargaining agreement or other employment agreement 
or arrangement (whether or not legally binding), and none of its employees are 
represented by any union.  Sellers have given Buyer true, complete and correct 
copies of each agreement listed on Schedule 4.19.3-C.

          (c)  Each of the Sellers and the Acquired Companies have paid in 
full to their employees, if any, all wages, salaries, commissions, bonuses and 
other direct compensation for all services performed by them, other than 
amounts that have not yet become payable in accordance with such employer's 
customary practices.  Except for payment of one-time bonuses in connection 
with the consummation of the transactions contemplated hereby, none of the 
Sellers or the Acquired Companies is or will as a result of any transactions 
on the Closing Date become liable for any severance pay or other payments on 
account of termination of any present or former employee.  Except as set forth
 on Schedule 4.19.4-C, each of the Sellers and the Acquired Companies (i) is 
in compliance in all material respects with all applicable laws respecting 
employment and employment practices, terms and conditions of employment and 
wages and hours, and is not and has not engaged in any unfair labor practice, 
(ii) is not the subject of any pending or threatened unfair labor practice 
complaint before the National Labor Relations Board, (iii) is not the subject 
of any labor strike, dispute, slowdown or stoppage pending or threatened 
against or affecting it, (iv) is not and has not been the subject of any 
representation question respecting its employees, (v) has not experienced any 
strike, work stoppage or other labor difficulty since its formation, and (vi) 
is not currently negotiating any collective bargaining agreement  relating to 
any of its employees.

     4.20  Employee Benefits

          (a)  Schedule 4.20(a)-C contains a true and complete list of all 
"employee benefit plans," within the meaning of Section 3(3) of the Employee 
Retirement Income Security Act of 1974, as amended ("ERISA"), and any other 
bonus, profit sharing, compensation, pension, severance, deferred 
compensation, fringe benefit, insurance, welfare, medical, post-retirement 
health or welfare benefit, medical reimbursement, health, life, stock option, 
stock purchase, tuition refund, service award, company car, scholarship, 
relocation, disability, accident, sick pay, sick leave, vacation, termination, 
individual employment, executive compensation, incentive, bonus, commission, 
payroll practices, retention or other plan, agreement, policy, trust fund or 
arrangement, maintained, sponsored or contributed to by any of the Acquired 
Companies or NPI Parties or any entity that would be deemed a "single 
employer" with any of the Acquired Companies or NPI Parties under 
Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA (an 
"ERISA Affiliate") on behalf of any employee of any of the Acquired Companies 
or NPI Parties (whether current, former or retired) or their beneficiaries or 
with respect to which any of the Acquired Companies or NPI Parties or any 
ERISA Affiliate has or has had any obligation on behalf of any such employee 
or beneficiary (each a "Plan" and, collectively, the "Plans") together with a 
description of the funding mechanism for each such Plan.  With respect to each 
Plan, (other than Multiemployer Plans) and, to the extent available to 
Sellers, the NPI Parties or the Acquired Companies after using their 
reasonable efforts, with respect to each Multiemployer Plan, true and complete 
copies of the documents embodying and relating to the Plan have been delivered 
to Buyer.

          (b)  Except as set forth on Schedule 4.20(b)-C, none of the ERISA
 Affiliates, nor any of the Acquired Companies or NPI Parties or any of their 
respective predecessors has ever contributed to or contributes to, or 
otherwise participated in or participates in on behalf of employees of any of 
the Acquired Companies or NPI Parties or any ERISA Affiliate any 
"multiemployer plan" (within the meaning of Section 4001(a)(3) of ERISA or 
Section 414(f) of the Code) ("Multiemployer Plan") or any single employer 
pension plan (within the meaning of Section 4001(a)(15) of ERISA) which is 
subject to Section 4063 and 4064 of ERISA ("Multiple Employer Plan").

          With respect to each Multiemployer Plan and Multiple Employer Plan:

               (i)  none of the Acquired Companies or NPI Parties or ERISA 
Affiliates has incurred (or has any reason to believe it has incurred) any 
withdrawal liability; no event has occurred which with the giving of notice 
would result in such liability under Section 4201 of ERISA as a result of a 
complete withdrawal (within the meaning of Section 4203 of ERISA) or a partial 
withdrawal (within the meaning of Section 4205 of ERISA); nor has any of the 
Acquired Companies or NPI Parties or ERISA Affiliates received any notice of 
any claim or demand for complete withdrawal liability or partial withdrawal 
liability;

              (ii)  none of the Sellers, NPI Parties, the Acquired Companies 
or to the knowledge of Sellers and the NPI Parties, ERISA Affiliates has 
received any notice that any Multiemployer Plan is in "reorganization" (within 
the meaning of Section 4241 of ERISA), that increased contributions may be 
required to avoid a reduction in plan benefits or the imposition of an excise 
tax, or that the Multiemployer Plan is or may become "insolvent" (within the 
meaning of Section 4241 of ERISA);

             (iii)  each of the Acquired Companies, NPI Parties and ERISA 
Affiliates have timely made any required contributions or payments to any 
Multiemployer Plan and to any Multiple Employer Plan;

              (iv)  to the knowledge of Sellers and the NPI Parties, no 
Multiemployer Plan is a party to any pending merger or asset or liability 
transfer under Part 2 of Subtitle E of Title IV of ERISA;

               (v)  to the knowledge of Sellers and the NPI Parties, the 
Pension Benefit Guaranty Corporation (the "PBGC") has not instituted 
proceedings against such Multiemployer Plan or Multiple Employer Plan;

              (vi)  there is no contingent liability for withdrawal liability 
by reason of a sale of assets pursuant to Section 4204 of ERISA;

             (vii)  except as set forth on Schedule 4.20(b)-C, if any of the 
Acquired Companies, NPI Parties or ERISA Affiliates were to have a complete or 
partial withdrawal as of the Closing, no obligation to pay withdrawal 
liability would exist on the part of any of the Sellers, NPI Parties, the 
Acquired Companies or any ERISA Affiliate with respect to any of the 
Multiemployer Plans;

           (viii)  if any of the Acquired Companies, NPI Parties or ERISA 
Affiliates were to have a complete or partial withdrawal as of the Closing, 
the withdrawal liability of the Acquired Companies, NPI Parties and ERISA 
Affiliates would not exceed $100,000 with respect to all Multiemployer Plans 
in the aggregate;

            (ix)  with respect to each Multiple Employer Plan, none of the 
Acquired Companies or NPI Parties or ERISA Affiliates has withdrawn during a 
plan year in which it was a "substantial employer" (within the meaning of 
Section 4001(a)(2) of ERISA); and

            (x)  none of the Acquired Companies or NPI Parties or ERISA 
Affiliates has incurred any liability to the PBGC including, without 
limitation, under Section 4063 or 4064 of ERISA.

          (c)  Each of the Sellers, NPI Parties, the Acquired Companies and 
each ERISA Affiliate, each Plan and each "plan sponsor" (within the meaning of 
Section 3(16) of ERISA) of each "welfare benefit plan" (within the meaning of 
Section 3(1) of ERISA) has complied in all material respects with the 
requirements of Section 4980B of the Code and Title I, Subtitle B, Part 6 of 
ERISA.  None of the ERISA Affiliates, nor any of the Acquired Companies or NPI 
Parties (or any of their respective predecessors) has ever contributed to or 
contributes to, or has participated in or participates in on behalf of 
employees of any of the Acquired Companies or NPI Parties or ERISA Affiliates, 
any plan subject to Title IV of ERISA or Section 412 of ERISA, other than the 
Multiemployer Plans.

          (d)  With respect to each of the Plans on Schedule 4.20(a)-C (other 
than Multiemployer Plans): 

             (i)  each Plan intended to qualify under Section 401(a) of the 
Code has been qualified since its inception and has received a determination 
letter from the Internal Revenue Service (the "IRS") (except for the qualified 
Plan subject to Section 401(k) of the Code listed on Schedule 4.20(d)-C which 
has applied for such a determination letter) to the effect that the Plan is 
qualified under Section 401 of the Code and any trust maintained pursuant 
thereto is exempt from federal income taxation under Section 501 of the Code 
and nothing has occurred or will occur through the date of the Closing that 
caused or could cause the loss of such qualification or exemption or the 
imposition of any penalty or tax liability; each of Sellers, the NPI Parties 
and the Acquired Companies, or ERISA Affiliates, as the case may be, has 
applied, or prior to the end of the remedial amendment period, as defined 
under Treasury Regulation Section 1.401(b) and as modified by IRS 
pronouncements, will apply, for a determination letter from the IRS pursuant 
to Revenue Procedure 93-39, for each Plan intended to qualify under Section 
401(a) of the Code (including the qualified Plan subject to Section 401(k) of 
the Code listed on Schedule 4.20(d)-C);

            (ii)  all payments required by any Plan, any collective bargaining 
agreement or by law (including all contributions, insurance premiums or 
intercompany charges) with respect to all periods through the date of the 
Closing shall have been made prior to the Closing (on a pro rata basis where 
such payments are otherwise discretionary at year end) or provided for by each 
of the Acquired Companies and NPI Parties, as applicable, by full accruals as 
if all targets required by such Plan had been or will be met at maximum levels 
on its financial statements;

           (iii)  no claim, lawsuit, arbitration or other action (other than 
nonmaterial, routine claims for benefits) has been threatened, asserted, 
instituted or, to the knowledge of Sellers and the NPI Parties, anticipated 
against the Plans, any trustee or fiduciaries thereof, any of the Sellers, NPI 
Parties or the Acquired Companies, or any ERISA Affiliate, any director, 
officer or employee thereof, or any of the assets of any trust or the Plans;

           (iv)  each Plan complies in all material respects and has been 
maintained and operated in all material respects in accordance with its terms 
and the terms and the provisions of applicable law, including, without 
limitation, ERISA and the Code;

            (v)  no "prohibited transaction," within the meaning of Section 
4975 of the Code and Section 406 of ERISA, has occurred or is expected to 
occur with respect to each Plan, other than with respect to which an 
administrative or statutory exemption is available under the Code and ERISA.

           (vi)  to the knowledge of Sellers and the NPI Parties, no Plan is 
under audit or investigation by the IRS or the U.S. Department of Labor or any 
other governmental authority; no such completed audit, if any, has resulted in 
the imposition of any tax or penalty;

          (vii)  each Plan intended to qualify for tax-favored treatment under 
Sections 79, 106, 117, 120, 125, 127, 129 or 132 of the Code satisfies in all 
material respects the applicable requirements under the Code; and

        (viii)  with respect to each Plan that is funded mostly or partially 
through an insurance policy, none of Sellers, the NPI Parties nor the Acquired
 Companies nor any ERISA Affiliate has any liability in the nature of 
retroactive rate adjustment, loss sharing arrangement or other actual or 
contingent liability arising wholly or partially out of events occurring on or 
before the Closing.

          (e)  Except as set forth on Schedule 4.20(e)-C, the consummation of 
the transactions contemplated by this Agreement will not give rise to any 
liability, including, without limitation, liability for severance pay, 
unemployment compensation, termination pay or withdrawal liability, or 
accelerate the time of payment or vesting or increase the amount of 
compensation or benefits due to any current, former, or retired employee or 
their beneficiaries solely by reason of such transactions.  No amounts payable 
under any Plan will fail to be deductible for federal income tax purposes by 
virtue of Section 280G of the Code.

           (f)  None of the NPI Parties nor the Acquired Companies maintains, 
contributes to, or in any way provides for any benefits of any kind whatsoever 
(other than as may be required under Section 4980B of the Code, Sections 601 
through 608 of ERISA, the Federal Social Security Act or a plan intended to 
qualify under Section 401(a) of the Code) to any current or future retiree or 
terminee.

           (g)  Except as expressly required by this Agreement, none of the 
Sellers, the NPI Parties nor the Acquired Companies nor any ERISA Affiliate, 
or any officer or employee thereof, has made any promises or commitments, to 
create any additional plan, agreement or arrangement, or to modify or change 
any existing Plan.

     4.21  Litigation and Claims

          Except as set forth on Schedule 4.21-C, there is no litigation, 
arbitration, claim, governmental or other proceeding (formal or informal), or 
investigation pending, or to the knowledge of Sellers and the NPI Parties, 
threatened, with respect to any of the Acquired Companies or Controlled 
Partnerships, or any of their respective businesses, properties, or assets, 
other than relating to routine landlord-tenant matters, or negligence lawsuits 
covered by insurance or vendor claims under $10,000.  None of the Acquired 
Companies or Controlled Partnerships is: (i) in violation of or in default 
under any order, judgment or decree, (ii) in violation of any law, rule or 
regulation, which violation would have a material adverse effect upon any of 
Sellers or the Acquired Companies or any of their respective properties, 
businesses or assets, or (iii) required to take any action in order to avoid 
such violation or default.  The litigation listed on Schedule 4.21-C will not 
prohibit the consummation of any of the transactions contemplated hereby. 

     4.22  Intellectual Property

          Except as described on Schedule 4.22-C, each of the Acquired 
Companies owns, or has the contractual right to use, and will after the 
Closing own or have the contractual right to use data processing and 
management information systems adequate to conduct all aspects of their 
respective businesses.  There is no right under any patent, patent 
application, trademark, trademark application, trade name, service mark, 
copyright, franchise, or other intangible property or asset (all of the 
foregoing being hereinafter referred to as "Intangibles") necessary to or used 
in the business of the Acquired Companies as presently conducted or as any of 
them contemplates conducting, except as set forth on Schedule 4.22-C.  None of 
the Acquired Companies has infringed, is infringing, or has received notice of 
infringement asserted with respect to any Intangibles of others.  To the
 knowledge of Sellers and the NPI Parties, there are no Intangibles of others 
which may materially adversely affect the financial condition, results of 
operations, business, properties, assets or liabilities of any of the Acquired 
Companies.  

     4.23  Questionable Payments

          None of the Sellers, NPI Parties or Acquired Companies, nor any 
director, officer, partner, agent, employee, or other Person associated with 
or acting on behalf of any of them has, directly or indirectly:  used any 
corporate or partnership funds for unlawful contributions, gifts, 
entertainment, or other unlawful expenses relating to political activity; made 
any unlawful payment to foreign or domestic government officials or employees 
or to foreign or domestic political parties or campaigns from corporate funds; 
violated any provision of the Foreign Corrupt Practices Act of 1977, as 
amended; established or maintained any unlawful or unrecorded fund of 
corporate monies or other assets; made any false or fictitious entry on its 
books or records; made any bribe, rebate, payoff, influence payment, kickback, 
or other unlawful payment; given any favor or gift which is not deductible for 
federal income tax purposes; or made any bribe, kickback, or other payment of 
a similar or comparable nature, whether lawful or not, to any Person, 
regardless of form, whether in money, property, or services, to obtain 
favorable treatment in securing business or to obtain special concessions, or 
to pay for favorable treatment for business secured or for special concessions 
already obtained.

     4.24   [Intentionally Omitted]

     4.25  SEC Reports; Tender Offers

          Sellers have previously furnished Buyer (or will simultaneously with 
its filing with the Securities and Exchange Commission ("SEC") furnish to 
Buyer) true and complete copies of each Schedule 14D-1 and all amendments 
thereto and other governmental filings or documents (the "Tender Offer 
Documents") relating to each tender offer (the "Tender Offers") for any 
limited partnership interests in the Controlled Partnerships filed since 
January 1, 1993 by any of Sellers, the NPI Parties or any of their Affiliates 
with the SEC or other governmental agency, and the following reports filed by 
any of the Controlled Partnerships with the SEC:  Annual Reports on Form 10-K 
for each of the fiscal years ended December 31, 1994, 1993, 1992, and 1991, 
all Quarterly Reports on Form 10-Q and all Current Reports on Form 8-K filed 
after December 31, 1994, and all proxy statements distributed subsequent to 
December 31, 1991 (collectively, the "SEC Filings").  Each of the Tender Offer 
Documents, and each of the SEC Filings did not (and will not), on the date of 
filing, contain any untrue statement of a material fact or omit to state a 
material fact required to be stated therein or necessary to make the 
statements therein, in light of the circumstances under which they were made, 
not misleading.  All litigation arising out of any of the Tender Offer 
Documents have been finally settled pursuant to a final court order, dated May 
19, 1995, and Schedule 4.25-C contains a true, correct and accurate list of 
all settlement agreements ("Settlement Agreements") and court orders entered 
into in connection with such final court order (which order is no longer 
subject to appeal) (the "Order"), true, correct and complete copies of which 
have been delivered to Buyer.  All Tender Offers pursuant to the Tender Offer 
Documents have been consummated on or prior to the date of this Agreement in 
compliance with all applicable laws and other Legal Requirements (defined 
below) and Sellers have performed all of their obligations pursuant to the 
agreements and Order listed on Schedule 4.25-C.  The recent Tender Offers 
commenced pursuant to the Order have been conducted strictly in accordance 
with the Settlement Agreements and Order and each of the Sellers and the NPI 
Parties has performed all of its obligations pursuant to the Settlement 
Agreements and complied with the Order relating thereto.  All press releases 
and other publicly released data issued by any Controlled Partnership since 
December 31, 1993 were accurate when released.

     4.26  Properties

          Each of the Acquired Companies owns no real property and has good 
title to all other properties and assets used in its business or owned by it 
(except such other properties and assets as are held pursuant to leases or 
licenses described on Schedule 4.26-C), free and clear of all Liens (except 
for the PaineWebber Debt and as set forth on Schedule 4.26-C).  No Person 
holds a right of first refusal or option to purchase with respect to any asset 
of any of the Acquired Companies.

     4.27  Books and Records; Bank Accounts

          (a)  The books and records of each of the Acquired Companies or 
Controlled Partnerships are substantially complete and correct in all material 
respects, and the books and records of each of the Controlled GPs contain 
substantially accurate and complete records of all material actions taken by 
such general partners since the date the NPI Parties first directly or 
indirectly acquired a general partnership interest in such Controlled 
Partnerships.  

          (b)  Sellers have provided accurate lists all of the bank and 
brokerage accounts of each of the Acquired Companies and Controlled 
Partnerships and the authorized signatories for such accounts.

     4.28  Completeness of Disclosure

           No representation or warranty by any of Sellers or the NPI 
Parties in this Agreement or any Additional Document (as defined in the Master 
Indemnity Agreement) contains, or when delivered will contain, an untrue 
statement of a material fact or omits, or when delivered will omit, to state a 
material fact required to be stated therein or necessary, in light of the 
circumstances in which such statements are made, to make the statements made 
therein not misleading.

     4.29  HUD Consents

          Sellers and the NPI Parties know of no reason why the approvals of 
HUD referred to in Section 6.05 cannot be obtained on or prior to the Closing 
Date, except for administrative delays occasioned by HUD and the fact that HUD 
is currently giving close reviews to companies which have purchased other 
companies with interests in HUD subsidized housing using deferred purchase 
price payments.

     4.30  Solvency

          For purposes of applicable federal and state laws governing 
determinations of the insolvency of debtors, or relating to fraudulent 
conveyance, or otherwise with respect to creditors' rights, or similar 
judicial doctrines:  on the Closing Date after giving effect to the 
transactions contemplated hereby, (i) the amount of the "present fair saleable 
value" of the assets of each of Sellers and the NPI Parties will, as of such 
date, exceed the amount of all "liabilities of such Person, contingent or 
otherwise", as of such date, as such quoted terms are determined in accordance 
with such laws and doctrines, (ii) the present fair saleable value of the 
assets of each of Sellers and the NPI Parties will, as of such date, be 
greater than the amount that will be required to pay such Person's liability 
on its debts (defined below) as such debts become absolute and matured, (iii) 
none of Sellers or the NPI Parties will have, as of such date, an unreasonably 
small amount of capital with which to conduct its business, (iv) each of 
Sellers and the NPI Parties will be able to pay its debts as they mature and 
(v) the consideration to be received by each Seller hereunder for the assets 
to be sold by such Seller hereunder is not less than the "present fair 
saleable value" of such assets.  For purposes of this Section, "debt" means 
"liability on a claim", "claim" means any (x) right to payment, whether or not 
such a right is reduced to judgment, liquidated, unliquidated, fixed, 
contingent, matured, unmatured, disputed, undisputed, legal, equitable, 
secured or unsecured, and (y) right to an equitable remedy for breach of 
performance if such breach gives rise to a right to payment, whether or not 
such right to an equitable remedy is reduced to judgment, fixed, contingent, 
matured or unmatured, disputed or undisputed, secured or unsecured.

     4.31  Absence of Inducement

          In entering into this Agreement, none of Sellers or the NPI Parties 
has been induced by, or relied upon, any representations, warranties or 
statements by Buyer not set forth or referred to in this Agreement or the 
Additional Documents, whether or not such representations, warranties or 
statement have actually been made, in writing or orally, and each of the 
Sellers and the NPI Parties acknowledges that, in entering into this 
Agreement, Buyer has been induced by and relied upon the representations and 
warranties of the Sellers and the NPI Parties herein or therein set forth.

     4.32  Master Agreement

          All amounts owing and due under the Master Agreement dated as of 
November 12, 1993 among the parties named therein have been paid and satisfied 
in full.  There have been no NPI Receipts (as such term is defined in a 
certain Indemnity and Reimbursement Agreement, dated as of December 6, 1993, 
by and among NPI Equity II, PRA, the NPI Principals and the other parties 
named therein), other than amounts attributable to the general partnership 
interest of NPI Equity II in FRI. 

     4.33  No Knowledge of Breach

          None of Sellers or the NPI Parties has any knowledge on the date 
hereof of any fact or circumstances which would cause any representation or 
warranty of Buyer in this Agreement or the Additional Documents to be 
misleading or incorrect in any respect or is aware of any statement which was 
omitted from any such representation or warranty which is necessary to make 
the statements made in any such representation or warranty not misleading.

V. Representations and Warranties of Buyer

     Buyer represents and warrants to Sellers as of the date hereof and agrees 
with Sellers as follows:

     5.01  Organization

          Each of Insignia and IFGP is a corporation duly organized, validly 
existing, and in good standing under the laws of its jurisdiction of 
incorporation with all requisite power and authority to own, lease, license, 
and use its properties and assets and to carry on the business in which it is 
now engaged and the business in which it contemplates engaging.  On the date 
hereof, IFGP is wholly-owned, directly or indirectly, by Insignia; however, no 
representation is made as to the ownership of IFGP as of the Closing Date, 
except that it will be an Affiliate of Insignia. 

     5.02  Authority

          Insignia and IFGP, each has all requisite power and authority to 
execute, deliver, and perform this Agreement.  All necessary corporate 
proceedings of Insignia and IFGP have been duly taken to authorize the 
execution, delivery, and performance of this Agreement.  This Agreement has 
been and the other documents required to be delivered by Buyer hereby have 
been (or when delivered will be) duly authorized, executed, and delivered by 
Buyer, and constitute or will constitute the legal, valid, and binding 
obligation of Insignia and IFGP, and is enforceable as to each of them in 
accordance with their terms.  

     5.03  No Conflicts or Defaults; No Violations

          Neither the execution, delivery or performance of this Agreement by 
the Buyer of the consummation of the transactions contemplated hereby will 
(with or without the giving of notice, lapse of time or both):  (a) contravene 
any provisions of any law, statute, rule or regulation or any order, writ, 
judgment, injunction or decree of any court or governmental instrumentality; 
or (b) except as set forth on Schedule 5.03-C conflict with or result in any 
breach of, or constitute a default under, or result in the creation or 
imposition of (or the obligation to create or impose) any Lien upon any of the 
property or assets of Insignia or IFGP pursuant to the terms of any note, 
bond, indenture, mortgage, deed of trust, loan agreement, credit agreement, 
lease, franchise, or any other agreement, contract or instrument to which 
either of them is a party or to which any of their respective properties or 
assets is subject; or (c) violate any provision of their respective 
Organizational Documents.

     5.04  Litigation

          There is no litigation, arbitration, claim, governmental or other 
proceeding (formal or informal), or investigation pending or, to the knowledge 
of Buyer, threatened, relating to, or seeking to prohibit or otherwise 
challenge the consummation of this Agreement or the transactions contemplated 
by this Agreement or to obtain substantial damages with respect thereto.

     5.05  Investment Company

          Buyer is not an "investment company" or a company "controlled" by an 
"investment company," within the meaning of the Investment Company Act of 
1940, as amended.

     5.06  Consents

           Except the filings under the HSR Act described in Section 6.05, the 
consent HUD to the transactions contemplated by this Agreement and the Other 
Agreements, the consent of RECDHA, any filing with respect to any 
Organizational Documents of an Person (all of which will be made prior to 
Closing), and as may be required by federal or state securities laws, no 
approval or consent of, notice to, or filing or registration with, or 
authorization, order, license, certificate, or permit of or from, any 
governmental authority or any other notice to or consent of any third party is 
required in connection with the execution, delivery and performance of, (b) 
the legality, validity, binding effect or enforceability of or (c) the 
consummation of the transactions contemplated by this Agreement.

     5.07  HUD Consents

          Buyer has no knowledge of any reason why the approvals of HUD 
referred to in Section 6.05 cannot be obtained on or prior to the Closing 
Date, except for administrative delays by HUD and the fact that HUD is 
currently giving close reviews to companies which have purchased other 
companies with interests in HUD subsidized housing using deferred purchase 
price payments.

     5.08  Completeness of Disclosure

          No representation or warranty by Buyer in this Agreement or any 
Additional Document contains, or when delivered will contain, an untrue 
statement of a material fact or omits, or when delivered will omit, to state a 
material fact required to be stated therein or necessary, in light of the 
circumstances in which such statements are made, to make the statements made 
therein not misleading.

     5.09  Absence of Inducement

          In entering into this Agreement, Buyer has not been induced by, or 
relied upon, any representations, warranties or statements of any of Sellers 
or the NPI Parties concerning any matter not set forth or referred to in this 
Agreement or the Additional Documents, whether or not such representations, 
warranties or statements have actually been made, in writing or orally, except 
that Buyer has relied upon Sellers' and the NPI Parties' having disclosed to 
Buyer all information, and provided to Buyer true, complete and correct copies 
of all agreements, documents and data, that Buyer or its Affiliates have 
requested in connection with its determination whether to enter into this 
Agreement and the Other Agreements.  Buyer acknowledges that, in entering into 
this Agreement, Seller and the NPI Parties have been induced by, and relied 
upon, Buyer's representations and warranties herein set forth.

     5.10  No Knowledge of Breach

          Buyer has no knowledge on the date hereof of any facts or 
circumstances which would cause any representation or warranty of any of 
Sellers and the NPI Parties in this Agreement or the Additional Documents to 
be misleading or incorrect in any respect or is aware of any statement which 
was omitted from any such representation or warranty which is necessary to 
make the statements made in any such representation or warranty not 
misleading.

VI.  Additional Agreements of Sellers and NPI Parties

     6.01  Joint and Several Covenants

          (a)  Sellers and the NPI Parties each, jointly and severally, 
covenants and agrees to perform or cause to be performed the covenants of any 
of them under this Agreement.

          (b)  Insignia and IFGP each, jointly and severally, covenants and 
agrees to perform or cause to be performed the covenants of either of them 
under this Agreement.

     6.02  General

          (a)  Each of Sellers and the NPI Parties will use all reasonable 
efforts and take all reasonable steps, and will cooperate with Buyer, to cause 
to be fulfilled those of the conditions set forth in this Agreement to the 
parties' respective obligations to consummate the transactions contemplated by 
this Agreement and the Other Agreements that are dependent upon the actions or 
inactions of any of Sellers or the NPI Parties, and to execute and deliver 
such instruments and take such other reasonable actions as may be necessary or 
appropriate in order to carry out the intent of this Agreement and the Other 
Agreements and consummate the transactions contemplated hereby and thereby.

          (b)  Buyer will use all reasonable efforts and take all reasonable 
steps, and will cooperate with Sellers and the NPI Parties, to cause to be 
fulfilled those of the conditions set forth in this Agreement to the parties' 
respective obligations to consummate the transactions contemplated by this 
Agreement and the Other Agreements that are dependent upon the actions or 
inactions of Buyer and to execute and deliver such instruments and take such 
other reasonable actions as may be necessary or appropriate in order to carry 
out the intent of this Agreement and the Other Agreements and consummate the 
transactions contemplated hereby and thereby.

     6.03  Other Agreements

          Until the Closing Date, Sellers and the NPI Parties and their 
Affiliates will each use its reasonable efforts to cause all representations 
and warranties made by them hereunder or under the Other Agreements to be true 
and correct in all material respects as of the Closing Date as if made on the 
Closing Date, except for changes in the ordinary course of business of the 
Acquired Companies consistent with past practice; provided, however, that 
nothing herein shall require any of such Persons to violate any fiduciary duty 
obligation owed to any of the Controlled Partnerships.

     6.04  Conduct of Business

          Until the Closing Date, each of the Sellers and the NPI Parties 
will: 

          (a)  except as otherwise requested by Buyer in writing, use its 
reasonable efforts to preserve intact the business organization and operations 
of the Acquired Companies and Controlled Partnerships, to keep available the 
services of their present officers and employees, if any, to preserve in full 
force and effect their contracts, agreements, instruments, leases, licenses, 
arrangements, and understandings, and to preserve the present business 
relationships and good will of their suppliers, customers, and others, if any, 
having business relations with any of them;

         (b)  not permit the Organizational Documents of (i) the Acquired 
Companies or (ii) subject to the fiduciary duty obligation owed by a 
Controlled GP to a Controlled Partnership, the Controlled Partnership, to be 
amended, except for the Fox Amendment; and

         (c)  cause the business and operations of the Acquired Companies and 
Controlled Partnerships to be conducted in all respects only in the ordinary 
course consistent with past practices utilizing the highest commercial 
standards and in accordance with the terms of the provisions of the 
partnership agreements of such partnerships. 

     6.05  Hart-Scott-Rodino, HUD and Other Regulatory Filings

          (a)  Promptly, but not later than 45 days following the execution of 
this Agreement, Buyer and Sellers and the NPI Parties shall each file or cause 
to be filed any Notification and Report Forms and related material that it may 
be required to file with the Federal Trade Commission and the Antitrust 
Division of the United States Department of Justice under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), in 
connection with the transactions contemplated by this Agreement and the Other 
Agreements and shall each make any further filings pursuant thereto that may 
be necessary in connection therewith.  Sellers and the NPI Parties on the one 
hand, and Buyer, on the other, shall each pay one-half of the filing fees 
payable in connection with such filings.

          (b)  Within 15 business days following the date hereof, Buyer shall 
apply to HUD for the approvals referred to in Section 8.08.  Buyer shall 
advise the NPI Principals upon request of the NPI Principals of the status of 
the HUD approval process. 

          (c)  Sellers and the NPI Parties shall also promptly file and cause 
the partnerships for the properties listed on Schedule 6.05-C to file with 
applicable regulatory authorities any other applications, notices or other 
documents required to be filed by any of them (and prosecute diligently any 
related proceedings) in order to consummate the transactions contemplated by 
this Agreement.

     6.06  Consents and Filings; Resignations

          As soon as practicable after the date hereof and before the Closing, 
except as set forth on Schedule 6.06-C, Sellers shall use reasonable efforts 
to obtain all consents, approvals, waivers, or other documents from any third 
parties, including any governmental authorities, and make all filings, 
registrations and other notifications, as (i) may be required to consummate 
the transactions contemplated by this Agreement and the Other Agreements or 
(ii) are set forth on Schedule 4.12-C.  Prior to the Closing Date, Sellers and 
the NPI Parties shall have obtained the resignations of each of the directors 
and officers of the Acquired Companies effective immediately prior to the 
Closing. 

     6.07  Delivery of Financial Statements Required for SEC Filings

          Commencing on the date hereof, Sellers, with respect to the Acquired 
Companies shall, and the NPI Parties shall cause Sellers to, promptly 
following any request from Buyer, timely deliver to Buyer such financial 
statements and other financial information of such of the NPI Parties and/or 
their Affiliates (including, without limitation, the Acquired Companies and 
the Controlled GPs) as Insignia and/or its Affiliates shall require in 
connection with any filings with the SEC or any other regulatory authority.  
Such financial statements shall contain such information, and be in such form, 
and shall be delivered with such reports of certified public accountants 
thereon and such consents of such certified public accountants, if any, as 
shall be required by the SEC or other regulatory authority.  Buyer shall 
reimburse Sellers for the incremental accounting fees of their certified 
public accountants for preparing any such information or statements which 
would not otherwise have been required to be prepared at any time for any of 
the NPI Parties.  Buyer shall use its reasonable efforts to give Sellers as 
much notice as is practicable of the financial statements and other financial 
information it will require, and Sellers and the NPI Parties shall use their 
best efforts to deliver requested statements and information in the form and 
at the time required. 

     6.08  Confidentiality

          (a)  Each of Sellers and the NPI Parties shall before and after the 
Closing, insure that all confidential information which any of Sellers or the 
NPI Parties or their Affiliates, or any of their respective officers, 
directors, partners, employees, counsel, agents, investment bankers, or 
accountants, may now possess or may hereafter create or obtain relating to the 
condition (financial or otherwise), results of operations, business, 
properties, assets, liabilities, or future prospects of the Acquired Companies 
and Controlled Partnerships, shall not be published, disclosed, or made 
accessible by any of them to any other Person at any time or used by any of 
them after the Closing, in each case without the prior written consent of 
Buyer; provided, however, that the restrictions of this sentence shall not 
apply (i) to the extent any such disclosure may otherwise be required by law, 
(ii) may be necessary in connection with the enforcement of this Agreement, or 
(iii) to the extent such information shall have otherwise become publicly 
available without any breach of this Agreement or any other confidentiality 
obligations of any Person.  Sellers and the NPI Parties shall, and shall cause 
all other such Persons to, at Buyer's request after the Closing, deliver to 
Buyer any documents or other medium containing such confidential information 
to which the restrictions of the foregoing sentence apply. 

          (b)  Buyer shall, before the Closing, insure that all confidential 
information which Buyer or its Affiliates, or any of their respective 
officers, directors, partners, employees, counsel, agents, potential sources 
of financing, investments bankers or accountants, may possess or may hereafter 
create or obtain relating to the condition (financial or otherwise), results 
of operations, business, properties, assets, liabilities, or future prospects 
of Sellers or the NPI Parties, shall not be published, disclosed, or made 
accessible by Buyer to any other Person at any time or used by Buyer (except 
in preparation for the consummation of the transactions contemplated by this 
Agreement or the Other Agreements), in each case without the prior written 
consent of Sellers; provided, however, that the restrictions of this sentence 
shall not apply (i) to the extent any such disclosure that may be required in 
connection with any SEC filings by Buyer or its Affiliates, or otherwise be 
required by law, (ii) may be necessary in connection with the enforcement of 
this Agreement, or (iii) to the extent such information shall have otherwise 
become publicly available without any breach of this Agreement or any other 
confidentiality obligations of any Person.  If the Closing shall not occur for 
any reason, Buyer shall, and shall cause all other such Persons to, at 
Sellers' request, deliver to Sellers any documents or other materials 
containing such confidential information to which the restrictions of the 
foregoing sentence apply.

     6.09  Public Statements

          Between the date of this Agreement and the Closing, Sellers, the NPI 
Parties and their Affiliates shall discuss and coordinate with Buyer and Buyer 
shall discuss and coordinate with the NPI Principals with respect to any 
public filing (other than SEC filings) or announcement required concerning any 
of the transactions contemplated by this Agreement.  No public filing (other 
than SEC filings) or announcement concerning any of the transactions 
contemplated by this Agreement shall be made by any of them, without the 
consent of both Sellers and Buyer, except as required by law.  The parties 
agree that a press release in the form attached as Exhibit D may be released 
by Buyer or its Affiliates upon execution hereof. 

     6.10  Voting by Sellers

          Except as provided in the Settlement Agreement and subject to its 
fiduciary duties when acting as a Controlled GP of a Controlled Partnership, 
and as may be required by the provisions of the partnership agreement of any 
Controlled Partnership, Sellers and the NPI Parties each agrees that until the 
Closing Date under this Agreement and the Other Agreements, it will not vote 
and will cause each of the Acquired Companies and Controlled GPs not to vote 
any capital stock of any general partnership interest in any Controlled 
Partnership in which any of them is entitled to vote in favor of, and shall 
not take any action to cause (a) any merger, consolidation, reorganization, 
other business combination, or recapitalization involving any of the Acquired 
Companies or Controlled Partnerships, (b) any dissolution, liquidation, or 
termination of any of the Acquired Companies or Controlled Partnerships, (c) 
any sale of any assets of the Acquired Companies or Controlled Partnerships, 
(d) the amendment of any Organizational Documents of any of the Acquired 
Companies or Controlled Partnerships, (e) any "change in the Controlled GP" 
(defined below) of any Controlled Partnership, (f) any termination of, 
amendment to or other change in the property management agreements, asset 
management agreements or other agreements under which any Person is the 
property manager or asset manager of any real property or asset, or which 
relates to any Person providing management, administrative or bookkeeping 
services, including, but not limited to agreements with Metric Management, 
Inc., with respect to any Controlled Partnership, or (g) any proposition the 
effect of which may be to inhibit, prohibit, restrict, or delay the 
consummation of any of the transactions contemplated by this Agreement or any 
of the Other Agreements or impair the contemplated benefits to Buyer or its 
Affiliates of the transactions contemplated by this Agreement and the Other 
Agreements.  It is understood that at any time Sellers, the NPI Parties or any 
of their Affiliates would be permitted under this Section to vote their 
general partnership interest in any Controlled Partnership in favor of or take 
any action set forth above because to fail to do so would be a breach of the 
fiduciary duty of the Controlled GP of such Controlled Partnership, the 
Affiliate which is the holder of limited partner interests in the same 
Controlled Partnership shall also be permitted under this Section to vote such 
limited partnership interests in favor of such action. For purposes of this 
Agreement, the term "change in the Controlled GP" of a Controlled Partnership
 shall include, without limitation, a change in the Person who is general 
partner, a change in the powers or authority of such Person or a change 
legally or beneficially in the Person or Persons with the power to direct the 
general partner.

     6.11  Access

          Between the date of this Agreement and the Closing, Sellers and the 
NPI Parties shall (a) give Buyer and its authorized representatives full 
access to all offices and other facilities and properties of, or managed, 
operated or otherwise controlled by, the Acquired Companies and Controlled 
Partnerships and to the books and records of the Acquired Companies and 
Controlled Partnerships (and permit Buyer to make copies thereof), (b) permit 
Buyer to make inspections thereof, and (c) cause their respective officers and 
advisers (including, without limitation, their auditors, attorneys, financial 
advisors and other consultants, agents and advisors) to furnish Buyer with 
such financial and operating data and other information with respect to the 
business and properties of the Acquired Companies or any Controlled 
Partnerships and to discuss with Buyer and its authorized representatives the 
affairs of the Acquired Companies and any Controlled Partnerships, all as 
Buyer may from time to time reasonably request.  Statements made by Sellers, 
the NPI Parties and their authorized representatives in the course of any such
 discussions shall not constitute representations or warranties for purposes 
of this Agreement.

     6.12  No Transfers or Encumbrances

          Sellers and the NPI Parties shall not, directly or indirectly, sell, 
assign, gift, pledge, or otherwise transfer or encumber any capital stock or 
the general partnership interests in any of the Acquired Companies or any of 
the Controlled Partnerships before the Closing.

     6.13  Notice of Certain Events

          (a)  Until the Closing, each of Sellers and the NPI Parties shall 
immediately give Buyer (i) written notice of the occurrence, or failure to 
occur, of any event or state of facts that would cause any representation or 
warranty contained in this Agreement to be untrue or inaccurate or any 
covenant, condition or agreement which is to be performed or satisfied by it 
impossible to be so complied with or satisfied or make such performance or 
satisfaction materially more difficult than in the absence of such fact or 
occurrence or which (if existing and known at the date of the execution of 
this Agreement) would have been required to be set forth or disclosed in or 
pursuant to this Agreement or a Schedule or Exhibit hereto; (ii) a copy of 
each registration statement, annual, quarterly or current report, proxy or 
information statement, or other document (including exhibits and all material 
incorporated by reference) filed by any Seller or NPI Party with the SEC or 
any other governmental authority (other than filings under the HSR Act); (iii) 
copies of all notices of default given to any Sellers or NPI Party with 
respect to any Debt or Material Agreement; (iv) copies of all reports and 
other documents prepared for the stockholders or partners of any of the 
Acquired Companies or any Controlled Partnerships and copies of the minutes of 
all meetings of, and actions taken (with or without a meeting), by the 
stockholders or partners of each of the Acquired Companies or Controlled 
Partnerships.  No notification under this Section shall affect or modify the 
representations, warranties, covenants or agreements of any of Sellers or the 
NPI Parties or the conditions to the respective obligations of the parties 
hereunder.

          (b)  Until the Closing, Buyer shall immediately give Sellers (i) 
written notice of the occurrence, or failure to occur, of any event or state 
of facts that would cause any representation or warranty contained in this 
Agreement to be untrue or inaccurate or any covenant, condition or agreement 
which is to be performed or satisfied by Buyer impossible to be so complied 
with or satisfied or make such performance or satisfaction materially more 
difficult than in the absence of such fact or occurrence or which (if existing 
and known at the date of the execution of this Agreement) would have been 
required to be set forth or disclosed in or pursuant to this Agreement or a 
Schedule or Exhibit hereto; (ii) a copy of each registration statement, 
annual, quarterly or current report, proxy or information statement, or other 
document (including exhibits and all material incorporated by reference) filed 
by Buyer with the SEC or any other governmental authority other than filings 
under the HSR Act; and (iii) copies of all reports and other documents 
prepared for the stockholders or partners of Buyer.  No notification under 
this Section shall affect or modify the representations, warranties, covenants 
or agreements of Buyer or the conditions to the respective obligations of the 
parties hereunder.

          (c)  Until the Closing, each of Sellers and the NPI Parties shall 
immediately give Buyer written notice of any event at a Controlled Partnership 
which may give rise to a claim against any of the Acquired Companies by reason 
of its serving, directly or indirectly, as a general partner of a Controlled 
Partnership.

     6.14  Other Covenants

          Sellers and the NPI Parties, jointly and severally, covenant and 
agree to cause the Persons named as Sellers and NPI Parties to perform all of 
the covenants and agreements of each of them set forth in the Other 
Agreements, and any material breach of any such covenant or agreement shall be 
deemed a breach of this Agreement.

     6.15  Current Assets

          If between the date hereof and the Closing, any distributions are 
received by an Acquired Company, either directly or indirectly in its capacity 
as a Controlled GP with respect to one or more of the Controlled Partnerships, 
and such distributions are not applied before Closing to the reduction of the 
outstanding principal amount of the PaineWebber Debt, then such distributions 
shall be retained by such Acquired Company. 

     6.16  Due Diligence Meetings

          Between the date hereof and the Closing, at reasonable business 
hours selected by Buyer, during the months of September through December, 1995 
(and if the Closing is after January 15, 1996, in January and February 1996), 
Sellers and the NPI Parties shall make available such officers of the Acquired 
Companies with detailed knowledge of the properties and operations of the 
Controlled Partnerships as Buyer shall request (at which time at least one of 
the NPI Principals, Peter Braverman and William Hamilton shall be present) for 
due diligence meetings (at least two of which shall be held, at Buyer's 
option, at Insignia's headquarters in Greenville, South Carolina and the 
others in Atlanta, Georgia) at which they shall make true, complete and 
correct disclosure of all information relating to the properties and the 
business of the Acquired Companies as Buyer shall request and shall furnish 
monthly all regularly prepared financial statements and reports with respect 
to the Acquired Companies, Controlled GPs and Controlled Partnerships.

     6.17  ERISA Matters

          On and after the Closing, Sellers and the NPI Parties shall be 
liable for, and shall promptly and fully reimburse Buyer with respect to, all 
claims incurred prior to Closing under any Plan that is a health plan 
(including, without limitation, medical, dental and hospitalization plans), 
regardless of whether such claim arises before, on or after Closing.  Sellers 
and the  NPI Parties acknowledge that they shall be obligated to pay all such 
claims on demand to Buyer.

VII. Covenants of Sellers and NPI Parties

     7.01  Ordinary Course

          Sellers and the NPI Parties each, jointly and severally, covenants 
and agrees that from the date hereof until the Closing, Sellers and the NPI 
Parties shall cause the Acquired Companies and the Controlled Partnerships and 
their businesses and properties to be operated only in the ordinary course 
consistent with past practice and the fiduciary duties of the Controlled GPs, 
in accordance with the partnership agreements, utilizing reasonable commercial 
standards.

     7.02  Liens

          None of Sellers or the NPI Parties will, or will permit any of the 
Acquired Companies to, create, incur, assume or suffer to exist any Lien upon 
or with respect to any property or assets (real or personal, tangible or 
intangible) of any of the Acquired Companies, whether now owned or hereafter 
acquired, or sell any such property or assets subject to an understanding or 
agreement, contingent or otherwise, to repurchase such property or assets 
(including sales of accounts receivable with recourse to any Controlled GP), 
or assign any right to receive income or permit the filing of any financing 
statement under the Uniform Commercial Code or any other similar notice of 
Lien under any similar recording or notice statute, grant rights with respect 
to, or otherwise encumber or create a security interest in, such property or 
assets or any portion thereof or any other revenues therefrom or the proceeds 
payable upon the sale, transfer or other disposition of such property or asset 
or any portion thereof, or permit or suffer any such action to be taken, 
except the following:

          (a) Liens created pursuant to the PaineWebber Debt;

          (b) Liens for taxes, assessments or other governmental charges not 
yet delinquent or which are being diligently contested in good faith and by 
appropriate proceedings, if (i) reasonable reserves in an amount not less than 
the tax, assessment or governmental charge being so contested shall have been 
established for such Acquired Company, or such contested amount shall have 
been duly bonded in accordance with applicable law, (ii) no risk of sale, 
forfeiture or loss of any real property of any Acquired Company or any part 
thereof arises during the pendency of such contest and (iii) such contest does 
not have a materially adverse effect any Acquired Company; or 

          (c) Liens in respect of property or assets of any Acquired Company 
imposed by law, which were incurred in the ordinary course of business and do 
not secure any Debt, such as carriers', warehousemen's, materialmen's, and 
mechanics' liens and other similar Liens arising in the ordinary course of 
business, and (i) which do not in the aggregate materially detract from the 
value of any Acquired Company's property or assets or materially impair the 
use there in the operation of the business of any Acquired Company or (ii) 
which are being contested in good faith by appropriate proceedings, which 
proceedings have the effect of preventing the forfeiture or sale of the 
property or asset subject to any such Lien. 

     7.03  Dissolution

          No Controlled Partnership shall dissolve, terminate, liquidate, 
merge with or consolidate into another Person except as required by the 
fiduciary duty of the Controlled GP of such Controlled Partnership. 

     7.04  New Lines of Business

          None of the Acquired Companies or Controlled Partnerships shall 
enter into any line of business other than its business on the date hereof, or 
make any material change in the scope or nature of its business, purposes or 
operations, or undertake or participate in activities other than the 
continuance of its present business.

     7.05  Forgiveness of Debt

          None of the Acquired Companies shall cancel or otherwise forgive, 
release or waive any claim or Debt owed to it by any Person or rights of 
substantial value, (a) except in the case of any claim or Debt not material 
individually or in the aggregate, for adequate consideration and in the 
ordinary course of business consistent with past practice and (b) other than 
to the Persons listed on Schedule 7.05-C in connection with the replacement of 
the Investment Capital Contribution as described in Section 9.10 below.

     7.06  Affiliate Transactions

          None of Sellers or the NPI Parties shall enter into, or be a party 
to, or cause or suffer any Affiliate to enter into or be a party to any 
transaction with any of the Acquired Companies or Controlled Partnerships or 
cause any compensation to be payable from any such Person ("Affiliate 
Transactions") except transactions required by existing agreements listed on 
Schedule 7.06-C, in the ordinary course of business consistent with past 
practice and on terms which are no less favorable to such Acquired Company or 
Controlled Partnership than would be obtained in a comparable arm's length 
transaction with an unrelated third party, and none of Sellers, the NPI 
Parties or any of their respective Affiliates shall enter into any new 
agreement with or relating to any of the Acquired Companies or Controlled 
Partnerships or amend, modify or terminate any agreement listed on Schedule 
4.15-C.  Any such transactions will be disclosed to Buyer in writing at least 
monthly from the date hereof until the Closing and on the Closing Date in an 
Officer's Certificate of the relevant Person. 

     7.07  Assets

          None of the Acquired Companies shall acquire or dispose of any 
assets (a) except in the ordinary course of business consistent with past 
practice and (b) other than to the Persons listed on Schedule 7.05-C in 
connection with the replacement of the Investment Capital Contribution as 
described in Section 9.10 below.

     7.08  Advances, Investments and Loans

          None of Sellers or the NPI Parties will permit any of the Acquired 
Companies directly or indirectly, to lend money or credit or make advances to 
any Person, or purchase or acquire any stock, obligations or securities of, or 
any limited or general partnership interests or any other interest in, or make 
any capital contribution to, any other Person, or purchase or own a futures 
contract or otherwise become liable for the purchase or sale of currency or 
other commodities at a future date in the nature of a futures contract, except 
that any Acquired Company may acquire and hold accounts receivables owing to 
any of them, if created or acquired in the ordinary course of business and 
payable or dischargeable in accordance with customary terms.

     7.09  No Contrary Agreements

          Prior to the Closing Date, none of Sellers or the NPI Parties shall 
agree or otherwise commit, whether or not in writing, or permit any of the 
Acquired Companies or any of the Controlled Partnerships to agree or commit, 
to do anything which would not be permitted to be done under this Agreement.

     7.10  Settlement Agreements and Order

          Each of Sellers and the NPI Parties shall perform all of its 
obligations pursuant to the Settlement Agreements and shall comply with the 
Order relating thereto. 

VIII. Conditions to Obligations of Buyer

     The obligations of Buyer under this Agreement are subject to the 
following conditions (unless waived by Buyer in writing at the Closing):

     8.01  Accuracy of Representations and Compliance with Conditions

          All representations and warranties of Sellers and/or the NPI Parties 
contained in this Agreement shall be accurate as of the Closing in all 
material respects with the same effect as if made on and as of such date 
except for changes expressly permitted or required by this Agreement.  As of 
the Closing, Sellers and the NPI Parties shall have performed and complied in 
all material respects with all covenants and agreements and satisfied all 
conditions required to be performed and complied with by any of them at or 
before such time.  At the Closing, Buyer shall have received certificates to 
the effect of the first two sentences of this Section 8.01 executed by the 
chief executive officer and the chief financial officer of each Seller (and 
such NPI Parties as Buyer shall request) dated as of the Closing Date in form 
and substance satisfactory to Buyer.  It is expressly agreed that, for 
purposes of the first sentence of this Section 8.01 and Section 12.01(b)(v), 
changes in the ordinary course referred to in Section 6.04(c) shall not be 
deemed to be changes permitted or required by this Agreement and may result in 
a failure of the condition set forth in this Section 8.01 to Buyer's 
obligations under this Agreement.

     8.02  Sellers' Deliveries

          Sellers shall have delivered to Buyer the documents set forth in 
Section 3.02(a).

     8.03  Legal Action

          There shall not have been instituted or threatened any legal 
proceeding (a) relating to, or seeking to prohibit or otherwise challenge:  
(i) the consummation of this Agreement or the Other Agreements or the 
transactions contemplated by this Agreement or the Other Agreements, or to 
obtain substantial damages with respect thereto; or (ii) any matter arising 
out of or relating to the Tender Offers made by Ventures I or Ventures II 
pursuant to any Tender Offer Documents or Settlement Agreement; or (iii) which 
Buyer shall reasonably determine could have a materially adverse effect on the 
business, assets, liabilities, condition (financial or otherwise) or prospects 
of any of the Acquired Companies, or (b) alleging any violation of any 
provision of any federal or state securities law or seeking to obtain any 
payment or damages pursuant thereto (in each case, whether or not such 
allegation shall have any merit).

     8.04  No Material Adverse Change

          Since the date hereof, there shall not have been any material 
adverse change in the condition (financial or otherwise), results of 
operations, business, properties, assets, nature of assets or liabilities of 
any of the Acquired Companies, nor shall any of them have suffered any loss, 
damage, destruction or other casualty to any of its properties or material 
assets (unless completely covered by insurance). 

     8.05  Operating Results

          (a)  None of the following shall have occurred unless in any 
individual case specifically waived by Buyer in writing:

               (i)  Except in the ordinary course of business consistent with 
past practice, none of the Acquired Companies shall have entered into or be 
subject to any Material Agreement not listed on Schedules 4.15-C, or breached 
or made a material amendment or modification in any Material Agreement on such 
Schedule or terminated any such listed Material Agreement, except terminations 
resulting from the sale of any property listed on Schedule 8.05-C.

              (ii)  None of the Sellers or NPI Parties (A) shall have incurred 
or refinanced any Debt or entered into, amended, modified or terminated, or 
suffered any amendment, modification or termination of, any agreements, 
instruments or other documents relating to any Debt or Lien, or voluntarily 
prepaid any portion of any Debt, in each case to which any of the Acquired 
Companies is a party or to which any of their respective properties is 
subject.

     8.06  No Governmental Action

          There shall not have been any action taken, or any law, rule, 
regulation, order, judgment, or decree proposed, promulgated, enacted, 
entered, enforced, or deemed applicable to the transactions contemplated by 
this Agreement by any federal, state, local, or other governmental authority 
or by any court of other tribunal, including the entry of a preliminary or 
permanent injunction, which, in the reasonable judgment of the Buyer, (a) 
makes any of the transactions contemplated by this Agreement illegal, (b) 
results in a delay in the ability of Buyer to consummate any of the 
transactions contemplated by this Agreement, (c) requires the divestiture by 
Buyer of any of the NPI Shares to be sold pursuant to this Agreement or of any 
general partnership interest held by a Controlled GP or of a material portion 
of the business of the Acquired Companies, (d) imposes material limitations on 
the ability of Buyer effectively to exercise full rights of ownership of such 
capital stock or general partnership interest including the right to vote such 
interests on all matters properly presented stockholders or partners of the 
Acquired Companies or Controlled Partnerships, as the case may be, or (e) 
otherwise prohibits, restricts, or delays consummation of any of the 
transactions contemplated by this Agreement or impairs the contemplated 
benefits to Buyer of any of the transactions contemplated by this Agreement or 
any Other Agreement.

     8.07  PaineWebber Debt

          The outstanding amount of principal due on the PaineWebber Debt 
immediately prior to the Closing shall be not more than the outstanding 
principal amount on the date hereof, it being understood and agreed that the 
NPI Parties shall not, after the date hereof, borrow any further amounts 
thereunder.  Ventures I and Ventures II shall pay all interest on the 
PaineWebber Debt on a current basis in accordance with its terms.  Sellers 
shall have delivered an estoppel certificate from PaineWebber dated as of the 
Closing certifying to such outstanding amount and, evidence in form and 
substance satisfactory to Buyer of the satisfaction of the PaineWebber Debt 
and termination of all Liens arising in connection therewith upon payment of 
such Debt by Buyer and Ventures I as contemplated by the Units Purchase 
Agreement.

     8.08  HUD and RECDHA Approvals

          Buyer shall have obtained at or prior to the Closing Date the 
unconditional written approvals of HUD and RECDHA to this Agreement and the 
Other Agreements and to the execution, delivery and performance of this 
Agreement and the Other Agreements by the parties thereto.

     8.09  Hart-Scott-Rodino Waiting Period

          All applicable waiting periods (and any extensions thereof) in 
respect of the transactions contemplated by this Agreement under the HSR Act 
shall have expired at or prior to the Closing.

     8.10  Consents

          Sellers and the NPI Parties shall have complied with Section 6.06 to 
the extent required, without any of Sellers, or the NPI Parties having made 
any agreement or reached any understanding not approved in writing by Buyer as 
a condition for obtaining any such consent, authorization, approval, order, 
license, certificate or permit.

     8.11  Contractual Consents Needed

          (a)  Except as set forth on Schedule 4.12-C, Sellers and the NPI 
Parties shall have obtained at or prior to the Closing all consents required 
for the consummation of the transactions contemplated by this Agreement from 
any party to any Material Agreement, property management agreement, 
partnership agreement, contract, other agreement or mortgage, instrument, 
lease, license, arrangement, or understanding to which any of them is a party, 
or to which any of them or any of their respective businesses, properties, or 
assets are subject or where the failure to obtain a consent from any such 
Person would violate or breach any of the foregoing.

     8.12  Tax Allocation Agreement

          The Tax Allocation Agreement ("Tax Allocation Agreement") in the 
form of Exhibit E shall have been duly authorized, executed, and delivered by 
the parties thereto at or prior to the Closing.

     8.13 [Intentionally Omitted]

     8.14  Other Agreement

          The Agreement in the form attached as Exhibit F, shall have been 
duly authorized, executed, delivered by the parties thereto, and be effective 
at or prior to the Closing.

     8.15  FCMC Voting Trust

          The FCMC Voting Trust shall be in full force and effect and no party 
shall be in material default of any provision thereof.  

     8.16  Change in Ownership of Controlled Partnerships

          From the date hereof until the Closing Date, none of the Controlled 
Partnerships has experienced any change in ownership or control of more than 
5% of the limited partnership interests of any Controlled Partnership, except 
the March Partnerships.

     8.17  LPD Agreement

          The transactions contemplated by the Sale Agreement, dated the date 
hereof, between Insignia Management Group, L.P. and LPD Equities, Inc. in the 
form attached as Exhibit G shall have been consummated by the parties thereto 
at or prior to the Closing.

     8.18  [Intentionally Omitted]

     8.19  Insurance

          On or prior to the Closing Date, Buyer shall have received evidence 
of the existence of valid policies of insurance which comport with the 
representations of Sellers set forth in Section 4.09 hereof, together with 
evidence of the payment of all premiums therefor.

     8.20  Absence of Certain Events

          On the Closing Date, no event shall have occurred which would cause 
(a) any merger, consolidation, reorganization, other business combination, or 
recapitalization involving any of the Acquired Companies, (b) any dissolution, 
liquidation, or termination of any of the Acquired Companies, (c) any sale of 
any assets of any of the Acquired Companies, (d) the amendment of the 
Organizational Documents of any of the Acquired Companies, or (e) the adoption 
by any of the Acquired Companies of any proposition the effect of which may be 
to inhibit, prohibit, restrict, or delay the consummation of any of the 
transactions contemplated by this Agreement or impair the contemplated 
benefits to Buyer or its Affiliates of the transactions contemplated by this 
Agreement or the Other Agreements.

     8.21  Simultaneous Closing

          The Closing of the transactions contemplated by the Units Purchase 
Agreement shall have closed simultaneously with the Closing under this 
Agreement.

     8.22  Conditions Precedent Under Other Agreements

          The obligation of Buyer to close the transactions contemplated under 
this Agreement is subject to the fulfillment of the following additional 
conditions precedent on the Closing Date hereunder:

          (a)  the representations and warranties of the Sellers and NPI 
Parties named therein contained in the Other Agreements shall be true and 
correct in all material respects on and as of the Closing Date hereunder with 
the same effect as if made on and as of such date, the covenants and 
agreements of such Sellers and NPI Parties shall have been performed and 
satisfied, all of the conditions to the obligations of the Buyer named therein 
shall have been satisfied, subject only to the consummation of the Closing 
thereunder by the Buyer and delivery of all required certificates, opinions 
and instruments of transfer by the Sellers named therein (the form and 
substance of all of which shall have been agreed and all of which shall be 
capable of being delivered on the date of the Closing hereunder), and no 
default (or event which with notice or the passage of time or both would be a 
default) shall then exist under any Other Agreement and the Sellers and the 
NPI Parties shall have delivered to Buyer an Officer's Certificate to such 
effect in form and substance satisfactory to Buyer; 

          (b)  no event shall have occurred which shall make it probable, in 
the reasonable opinion of Buyer, that the conditions to the obligations of the 
Buyer or its Affiliates under any or all of the Other Agreements will not be 
satisfied by a date which is not more than two days after the Closing Date 
hereunder and the NPI Parties shall have delivered to Buyer an certificate of 
the NPI Principals as to the absence of any events, or conditions which call 
into question whether the conditions to such obligations of Buyer or its 
Affiliates will not be satisfied by such date, in form and substance 
satisfactory to Buyer; and 

          (c)  no material adverse change shall have occurred since the date 
hereof in the business, property, operations,  assets, liabilities, condition 
(financial or otherwise) or prospects of any entity in which Buyer or any 
Affiliates is to acquire an interest pursuant to any Other Agreement and the 
Sellers shall have delivered a certificate to such effect, in form and 
substance satisfactory to Buyer.

     8.23  Other Closing Documents

          Sellers and the NPI Parties shall have delivered to Buyer at or 
prior to the Closing such other documents as Buyer may reasonably request in 
form and substance satisfactory to Buyer.

IX.  Conditions to the Obligations of Sellers

     The obligations of Sellers under this Agreement are subject to the 
following conditions (unless waived by Sellers in writing at the Closing):

     9.01  Accuracy of Representations and Compliance with Conditions

          All representations and warranties of Buyer contained in this 
Agreement shall be accurate as of the Closing Date, in all material respects 
with the same effect as if made on and as of such date except for changes 
expressly permitted or required under this Agreement or the Other Agreements; 
as of the Closing, Buyer shall have performed and complied in all material 
respects with all covenants and agreements and satisfied all conditions 
required to be performed and complied with by Buyer at or before such time; 
and Sellers shall have received certificates to that effect executed by the 
chief executive officer and the chief financial officer of Buyer, dated as of 
the Closing Date, in form and substance satisfactory to Sellers.

     9.02  Buyer's Deliveries

          Buyer shall have delivered to Seller the funds and documents set 
forth in Section 3.02(b). 

     9.03  Hart-Scott-Rodino Waiting Period

          All applicable waiting periods (and any extensions thereof) in 
respect of the transactions contemplated by this Agreement under the HSR Act 
shall have expired at or prior to the Closing.

     9.04  Tax Allocation Agreements

          The Tax Allocation Agreement in the form of Exhibit E shall have 
been duly authorized, executed, and delivered by the parties thereto at or 
prior to the Closing.

     9.05  [Intentionally Omitted]

     9.06  Other Agreement

          The Agreement in the form attached as Exhibit F, shall have been 
duly authorized, executed, delivered by the parties thereto, and be effective 
at or prior to the Closing.

     9.07  Closings Under Other Agreements

          Insignia shall deliver a certificate (which may be based on the 
certificate delivered under Section 8.22) in form and substance satisfactory 
to Sellers that it has no knowledge of any events or conditions that call into 
question whether the conditions to the obligations of Sellers and/or their 
Affiliates under the Other Agreements will be satisfied.

     9.08  No Material Adverse Change

          No material adverse change shall have occurred since the date hereof 
in the condition (financial or otherwise), business, property, operations, 
assets or liabilities of Insignia.

     9.09  No Governmental or Legal Action

          There shall not have been any action taken, or any law, rule, 
regulation, order, judgment, or decree proposed, promulgated, enacted, 
entered, enforced, or deemed applicable to the transactions contemplated by 
this Agreement by any federal, state, local, or other governmental authority 
or by any court or other tribunal, including the entry of a preliminary or 
permanent injunction, which, in the reasonable judgment of the Seller, (a) 
makes any of the transactions contemplated by this Agreement illegal or (b) 
otherwise prohibits, restricts, or delays consummation of the transactions 
contemplated by this Agreement or any Other Agreement or impairs the 
contemplated benefits to Sellers of any of the transactions contemplated by 
this Agreement or any Other Agreement.

     9.10  Investment Capital Contribution

          IFGP or an Affiliate of Buyer shall have been substituted as the 
guarantor of NPI Inc.'s funding obligation in connection with the capital 
contributions of NPI Equity and NPI Equity II with respect to the Controlled 
Partnerships (the "Investment Capital Contribution") pursuant to the terms of 
a certain agreement dated as of the date hereof, by and among Insignia, the 
NPI Principals, Emmet J. Cashin, Jr., Jarold A. Evans, W. Patrick McDowell and 
the other parties named therein.

     9.11  Simultaneous Closing

          The Closing of the transactions contemplated by the Units Purchase 
Agreement shall have closed simultaneously with the Closing under this 
Agreement.

     9.12  Other Closing Documents

          Buyer shall have delivered to Sellers at or prior to the Closing 
such other documents of officers of Buyer as Sellers may reasonably request.

X. Post Closing Covenants

     10.01  Tax Returns

          Buyer shall cause the federal, state and local income tax returns 
and information returns (including any related or supporting information and 
schedules) for the calendar year 1996 for each of the Controlled Partnerships 
to be prepared in accordance with the provisions of the Tax Allocation 
Agreement, so as to. among other things, (i) reflect Insignia NPI, L.L.C., in 
the case of the limited partnership units owned by the Scheduled LPs (as such 
term is defined in the Units Purchase Agreement), and MRI LLC, in the case of 
the MRI/CP Units (as such term is defined in the Units Purchase Agreement), 
and Riverside Drive L.L.C., in the case of the limited partnership units owned 
by the Commercial LPs (as such term is defined in the Units Purchase 
Agreement), as the owner(s) of said units as of the Closing Date, and (ii) 
close the books of each partnership described in clause (i) as of the close of 
the day immediately preceding the Closing Date and by treating each of the 
period through the close of such immediately preceding day and the period 
beginning on the Closing Date, respectively, as a separate taxable year, 
except that income, gain, loss, deductions and credits from ordinary 
operations of such partnership (but not from any sale or other disposition of 
any properties or other assets owned by such partnership) for the calendar 
month which includes the Closing Date shall be apportioned on a per diem 
basis.  Buyer shall cause the Scheduled LPs, the MRI LPs and the Commercial 
LPs to make elections under Section 754 of the Code to the extent required 
under the Tax Allocation Agreement.

     10.02  MRI Agreements

          Buyer and Sellers shall cause the agreements described on Schedule 
10.02-C (the "MRI Agreements") among the parties named therein to be executed 
and delivered by the parties thereto.

     10.03  Century Agreements

          Buyer and Sellers shall cause the agreements described on Schedule 
10.03-C (the "Century Agreements") among the parties named therein to be 
executed and delivered by the parties thereto.

XI. Survival of Representations and Warranties and Covenants

     11.01  Survival

          All representations, warranties, covenants and agreements contained 
in this Agreement or in any Additional Documents shall, in accordance with the 
terms of this Agreement and the Master Indemnity Agreement, survive the 
Closing under this Agreement and the Other Agreements notwithstanding any 
investigation conducted by or on behalf of any party with respect thereto.

     11.02  Time Limitations

          (a)  The representations and warranties set forth in this Agreement 
shall terminate on the date which is eighteen months after the Closing Date of 
this Agreement, or, in the case of any breach based on an alleged violation of 
a statutory obligation, the applicable statute of limitations plus 60 days, if 
longer, but in no event later than six years and 60 days after the Closing 
Date; except that no representations or warranties shall terminate with 
respect to any claim as to which notice is given in writing prior to such 
date.  For purposes of this Agreement, violations of a statutory obligation 
include violations of applicable rules and regulations.

          (b)  No claim may be asserted after the Closing against any party to 
this Agreement for breach of any representation or warranty set forth in this 
Agreement unless the claim is asserted on or before the date which is eighteen 
months after the Closing Date of this Agreement, or, in the case of any breach 
based on an alleged violation of a statutory obligation, the applicable 
statute of limitations plus 60 days, if longer, but in no event later than six 
years and 60 days after the Closing Date.

          (c)  Except for the obligation of Sellers and the NPI Parties 
pursuant to Section 6.17, no claim may be asserted after the Closing against 
any party to this Agreement for breach of any covenant or agreement set forth 
in this Agreement of any party required to be performed at or before the 
Closing unless the claim is asserted on or before the date which is eighteen 
months after the Closing Date of this Agreement, or, in the case of any breach 
based on an alleged violation of a statutory obligation, the applicable 
statute of limitations plus 60 days, if longer, but in no event later than six 
years and 60 days after the Closing Date.

XII.  Termination

     12.01  Termination

          This Agreement and the transactions contemplated hereby may be 
terminated at any time on or prior to the Closing Date:

          (a) by the mutual written consent of the parties hereto;

          (b) by Buyer:

             (i)  if any material representation or warranty of Sellers or the 
NPI Parties made in this Agreement or in any Additional Document was untrue in 
any material respect when made, and such breach is not cured within 20 days of 
Sellers' receipt of written notice from Buyer that such breach exists or has 
occurred; or

            (ii)  if Sellers or the NPI Parties shall have defaulted in any 
material respect in the performance of any covenant, agreement or obligation 
under this Agreement, and such default is not cured within 20 days of Sellers'
 receipt of written notice from Buyer that such default exists or has 
occurred; or

           (iii)  if there shall occur an Event of Bankruptcy (defined below) 
with respect to any of Sellers or the NPI Parties; or

            (iv)  if termination by Buyer is permitted under Section 4.30(e) 
or Section 8.05 or Article X of the Units Purchase Agreement; or 

             (v)  if the conditions to Buyer's obligations hereunder cannot be 
satisfied by the Closing Date for any reason other than a breach by Buyer.

          (c) by Sellers:

              (i)  if any material representation or warranty of Buyer made in 
this Agreement or any Additional Document was untrue in any material respect 
when made, and such breach is not cured within 20 days of Buyer's receipt of 
written notice from Seller that such breach exists or has occurred; or 

             (ii)  if Buyer shall have defaulted in the performance in any 
material respect of any covenant, agreement or obligation under this 
Agreement, and such default is not cured within 20 days of Buyer's receipt of 
written notice from Sellers that such default exists or has occurred; or

            (iii)  if there shall occur an Event of Bankruptcy with respect to 
Buyer; or

             (iv)  if the conditions to Sellers' obligations hereunder cannot 
be satisfied by the Closing Date for any reason other than a breach by any of 
Sellers or the NPI Parties.

          As used herein, an "Event of Bankruptcy" shall be deemed to have 
occurred with respect to a Person if:  (a) such Person makes an assignment for 
the benefit of creditors; (b) such Person files a voluntary petition in 
bankruptcy; (c) such Person is adjudged a bankrupt or insolvent, or there is 
entered against such Person any reorganization, arrangement, composition, 
readjustment, liquidation, dissolution or similar relief under any statute, 
law, rule or regulation; or (d) such Person seeks, consents to or acquiesces 
in the appointment of a trustee, receiver or liquidator of such Person or of 
all or any substantial part of such Person's properties.

     12.02  Manner of Exercise

          In the event of the termination of this Agreement pursuant to 
Section 12.01 hereof, written notice thereof shall forthwith be given to the 
non-terminating parties, and this Agreement shall terminate and the 
transactions contemplated hereunder shall be abandoned without further action 
by any party hereto; provided, however, no such notice of termination shall be 
effective unless the terminating party shall give or cause to be given a 
contemporaneous notice of termination under each of the Other Agreements which 
contains provision for termination.

     12.03  Effect of Termination

          In the event of the termination of this Agreement pursuant to 
Section 12.01, all obligations of the parties hereunder shall terminate, 
except for the respective obligations of any of the parties under Section 6.08 
and Article XIII, if applicable.  

     12.04  Intentionally Omitted]

XIII. Miscellaneous

     13.01  Covenants Not to Sue

          (a)  After the Closing, Buyer shall not sue any of Sellers or the 
NPI Parties for any acts as a direct or indirect general partner of the 
Controlled Partnerships or for causing any other NPI Party to act as a direct 
or indirect general partner of the Controlled Partnerships prior to the 
Closing except for suits based on any rights arising under or in connection 
with this Agreement or the Additional Documents (or as otherwise provided in 
the Master Indemnity Agreement).

          (b)  After the Closing, neither any of Sellers nor the NPI Parties 
shall sue Buyer or any Affiliate of Buyer for any acts as a direct or indirect 
general partner of the Controlled Partnerships after the Closing except for 
suits based on any rights arising under or in connection with this Agreement 
or the Additional Documents (or as otherwise provided in the Master Indemnity 
Agreement).  

          (c)  If Buyer sells, conveys, transfers or otherwise disposes of any 
of the Acquired Companies to any Person, Buyer shall, and shall cause its 
Affiliates to, cause such Person to make adequate provisions such that upon 
consummation of any such transaction Sellers and the NPI Parties shall be 
entitled to receive from such Person the benefits of the provisions of Section 
13.01(a).

     13.02  Joint and Several Liability; Indemnification

          (a)  With respect to any matter for which Sellers and the NPI 
Parties would have joint and several liability to Buyer under this Agreement, 
the relative liability of the Apollo Entities on the one hand and Sellers and 
the NPI Parties on the other hand shall be governed by Section 4.07 of the 
Master Indemnity Agreement.

          (b)  After the Closing under this Agreement, all rights of any 
parties hereto to sue any other parties for indemnification or otherwise under 
this Agreement shall be asserted only under the Master Indemnity Agreement.

     13.03  Brokerage Fees

          Each party hereto represents and warrants to the other parties that 
it has not engaged a broker or finder in connection with or as a result of any 
of the transactions contemplated by this Agreement.

     13.04  Further Actions

          At any time and from time to time before and after the Closing, each 
party agrees, at its expense, to take such actions and to execute and deliver 
such documents as may be reasonably requested by any other party to effectuate 
the purposes of this Agreement.

     13.05  Availability of Equitable Remedies

          Since a breach of the provisions of this Agreement could not 
adequately be compensated by money damages, any party shall be entitled, 
after the Closing, in addition to any other right or remedy available to it, 
to an injunction restraining such breach or a threatened breach and to 
specific performance of any such provision of this Agreement, and in either 
case no bond or other security shall be required in connection therewith, and 
the parties hereby consent to the issuance of such an injunction and to the 
ordering of specific performance.

     13.06  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, by Federal Express, Express Mail, or similar overnight 
delivery or courier service, or delivered (in person or by telecopy, telex, or 
similar telecommunications equipment) 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 the party shall hereafter furnish to 
the other parties hereto in writing in accordance with the provisions of this 
Section 13.06).  Any notice addressed to Buyer shall be addressed to the 
attention of: General Counsel, with a copy to Proskauer Rose Goetz & 
Mendelsohn LLP, 1585 Broadway, New York, New York 10036, Attention:  Arnold S. 
Jacobs, Esq.  Any notice to Sellers or the NPI Parties shall be addressed c/o 
and sent only to the NPI Principals and AP-NPI with a copy to Rosenman & 
Colin, 575 Madison Avenue, New York, New York 10022-2585, Attention:  Joseph 
L. Getraer, Esq., and a copy to Battle Fowler LLP, 75 East 55th Street, New 
York, New York 10022, Attention:  Steven L. Lichtenfeld, Esq.  Any notice or 
other communication given by certified mail shall be deemed given three days 
after the time of certification thereof, except for a notice changing a 
party's address which will be deemed given at  the time of receipt thereof.  
Any notice given by other means permitted by this Section 13.06 shall be 
deemed given at the time of receipt thereof.

     13.07  Waiver

          Any waiver by any party of a breach of any term of this Agreement 
shall not operate as or be construed to be a waiver of any other breach of 
that term or of any breach of any other term of this Agreement.  The failure 
of a party to insist upon strict adherence to any term of this Agreement on 
one or more occasions will not be considered a waiver or deprive that party of 
the right thereafter to insist upon strict adherence to that term or any other 
term of this Agreement.  Any waiver must be in writing.

     13.08  Binding Effect

          The provisions of this Agreement shall be binding upon and inure to 
the benefit of Sellers, the NPI Parties, Buyer, and their respective 
successors and assigns.

     13.09  No 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.

     13.10  Severability

          If any provision of this Agreement is invalid, illegal, or 
unenforceable, the balance of this Agreement shall remain in effect, and if 
any provision is inapplicable to any Person or circumstance, it shall 
nevertheless remain applicable to all other Persons and circumstances.

     13.11  Headings

          The headings in this Agreement are solely for convenience of 
reference and shall not be deemed a part of or given effect in the 
construction or interpretation of this Agreement.

     13.12  Counterparts; Governing Law

          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.  It shall be governed by and construed 
in accordance with the laws of New York, without giving effect to conflict of 
laws rules.  The parties agree that any action, suit, or proceeding arising 
out of, based on, or in connection with this Agreement or the transactions 
contemplated hereby may be brought only in the United States District Court 
for the Southern District of New York or the Supreme Court of New York, New 
York County, and each party covenants and agrees not to assert, by way of 
motion, as a defense, or otherwise, in any such action, suit, or proceeding, 
any claim that it is not subject personally to the jurisdiction of such court,
 that its property is exempt or immune from attachment or execution, that the 
action, suit, or proceeding is brought in an inconvenient forum, that the 
venue of the action, suit, or proceeding is improper, or that this Agreement 
or the subject matter hereof may not be enforced in or by such court.

     13.13  Attorneys' Fees

          In any action or proceeding brought by a party to enforce any 
provision of this Agreement, the prevailing party shall be entitled to recover 
the reasonable costs and expenses incurred by it in connection with that 
action or proceeding (including, but not limited to, attorneys' fees).

     13.14  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 
TRANSACTION 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 TRANSACTION, 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.

     13.15  No Joint Venture or Partnership

          Sellers, the NPI Parties and Buyer intend that the relationships 
created hereunder be solely that of buyer and seller.  Nothing herein is 
intended to create a joint venture, partnership, tenancy-in-common, or joint 
tenancy relationship between any of the parties.

     13.16  Construction of Documents

          The parties hereto acknowledge that they were represented by counsel 
in connection with the negotiation and drafting of this Agreement and the 
documents to be delivered pursuant hereto, none of which shall be subject to 
the principle of construing their meaning against the party which drafted the 
document.

     13.17  Whole Agreement; Exhibits and Schedules; Amendments

          This Agreement and the Other Agreements contain the entire agreement 
of the parties hereto and thereto in respect of the transactions contemplated 
hereby and thereby, and all prior agreements among or between such parties, 
whether oral or written, with respect to such transactions are superseded by 
the terms of this Agreement and the Additional Documents.  Exhibits and 
Schedules attached hereto or referred to herein, shall be deemed as fully a 
part of this Agreement as if set forth herein in full.  This Agreement may be 
amended only in a writing signed by the party to be bound thereby.

     13.18  Knowledge

          For purposes of this Agreement, the term "to the knowledge of 
Sellers and NPI Parties" or any similar term shall mean the actual knowledge 
of any of Michael L. Ashner, Martin Lifton, Arthur N. Queler, Peter Braverman, 
William Hamilton and Steven Lifton.

     13.19  Expenses

          Each of the parties hereto shall bear its own expenses in connection 
with (i) the preparation and negotiation of this Agreement and the Other 
Agreements and (ii) the transactions contemplated by this Agreement and the 
Other Agreements, and all such expenses of Sellers and the NPI Parties shall 
be paid by Persons other than those to be acquired by Buyer and its Affiliates 
under this Agreement and the Other Agreements.

     13.20  Definitions

          The following terms are defined in the following Sections:

          Defined Term                             Section

          Acquired Companies                       4.01
          Additional Documents                     4.28
          Affiliate                                4.01
          Affiliate Transactions                   7.06
          Buyer                                    Recitals 
          Buying Group                             4.16
          Purchase Price                           1.01(a)
          Closing                                  3.01
          Closing Date                             3.01
          Code                                     4.11
          Controlled Partnership                   4.01
          Controlled GP                            4.01
          Corporate Employees                      4.19(a)
          Debt                                     4.13
          Environment                              4.17(i)
          Environmental Laws                       4.17(i)
          Environmental Liabilities                4.17(i)
          ERISA Affiliate                          4.20(a)
          ERISA                                    4.20(a)
          Event of Bankruptcy                      12.01
          Executive Employees                      4.19(a)
          FCMC Voting Trust                        4.02
          Fox Amendment                            Recitals
          FRI                                      Recitals
          FRI Partnership Agreement                Recitals
          Hazardous Substances                     4.17(i)
          HSR Act                                  6.05(a)
          HUD                                      4.12
          Investment Capital Contribution          9.10
          IRS                                      4.20(d)(i)
          Liabilities                              4.08(a)
          Lien                                     4.02
          March Partnerships                       4.17(a)
          Master Agreement                         Recitals
          Master Indemnity Agreement               4.16
          Material Agreement                       4.15
          Multiemployer Plan                       4.20(b)
          Multiple Employer Plan                   4.20(b)
          Net Current Assets                       4.08(a)
          NPI Family Parties                       Parties
          NPI Parties                              Parties
          NPI Principals                           Parties
          NPI Shares                               Recitals
          Order                                    4.25
          Organizational Documents                 4.03(b)(v)
          Other Agreements                         3.02(a)(ix)
          PaineWebber Debt                         Recitals
          PaineWebber                              Recitals
          PBGC                                     4.20(b)(v)
          Person                                   4.01
          Plan                                     4.20(a)
          PRA                                      4.06(b)
          Real Property                            4.17(a)
          Reimbursable Employees                   4.19(a)
          SEC                                      4.25
          SEC Filings                              4.25
          Securities Act                           1.02(c)
          Sellers                                  Parties
          Selling Group                            4.16
          Settlement Agreements                    4.25
          Shareholders                             4.24
          Subsidiaries                             4.01
          Tender Offer Documents                   4.25
          Tender Offers                            4.25
          to the knowledge of Sellers 
            and NPI Parties                        13.18

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


BUYER:

INSIGNIA FINANCIAL GROUP, INC.

By: _______________________
 Name:
 Title:


IFGP CORPORATION 

By: _______________________
 Name:
 Title:


Sellers:

AP-NPI II, L.P.

By:  AP-NPI Operating Corporation II, its general partner

     By: ________________________
      Name:
      Title:


____________________________
MICHAEL L. ASHNER


____________________________
MARTIN LIFTON


____________________________
ARTHUR N. QUELER


____________________________
SUSAN ASHNER


____________________________
JUDIE LIFTON


____________________________
ANISE QUELER


____________________________
STEVEN LIFTON 


____________________________
G. BRUCE LIFTON


THE MARTIN LIFTON 1994 FAMILY TRUST

By: ____________________________
    Robert Lifton, Trustee


THE ELINOR LIFTON 1994 FAMILY TRUST

By: ____________________________
    Robert Lifton, Trustee


NPI PARTIES:

NATIONAL PROPERTY INVESTORS, INC.

By: ____________________________
  Name:  Michael L. Ashner
  Title: President


NPI-AP MANAGEMENT L.P.

By:  NPI Property Management Corporation, its general partner

     By: ____________________________
      Name:  Michael L. Ashner
      Title: President


NPI PROPERTY MANAGEMENT
  CORPORATION

By: ____________________________
  Name:  Michael L. Ashner
  Title: President


DEFOREST VENTURES I, L.P.

By:  DeForest Capital I Corporation, its general partner

     By: ____________________________
      Name:  Michael L. Ashner
      Title: President


DEFOREST VENTURES II, L.P.

By:  DeForest Capital II Corporation, its general partner

     By: ____________________________
      Name:  Michael L. Ashner
      Title: President


DEFOREST CAPITAL I CORPORATION

By: ____________________________
  Name:  Michael L. Ashner
  Title: President


DEFOREST CAPITAL II CORPORATION

By: ____________________________
  Name:  Michael L. Ashner
  Title: President


QAL ASSOCIATES

By: ____________________________
Name:  Michael L. Ashner
Title: President


QALA II ASSOCIATES

By: ____________________________
Name:  Michael L. Ashner
Title: President


AP-NPI L.P.
By:  AP-NPI Operating Corporation, its general partner


     By: ____________________________
      Name:
      Title:


AP-NPI X L.L.C.


By: ____________________________
      its managing member 


AP-NPI III, L.P.
By:  ________________________, its general partner


     By: ____________________________
      Name:
      Title:


NPI EQUITY INVESTMENTS, INC.


By: ____________________________
  Name:  Michael L. Ashner
  Title: President


NPI EQUITY INVESTMENTS II, INC.


By: ____________________________
  Name:  Michael L. Ashner
  Title: President