Exhibit (z)(2) -------------- AGREEMENT OF JOINT FILING Cooper River Properties, L.L.C., Insignia Properties, L.P., Insignia Properties Trust, Insignia Financial Group, Inc. and Andrew L. Farkas hereby agree that the Amendment No. 3 to Statement on...

                                                              Exhibit (z)(2)
                                                              -------------- 

                           AGREEMENT OF JOINT FILING

         Xxxxxx River Properties, L.L.C., Insignia Properties, L.P., Insignia
Properties Trust, Insignia Financial Group, Inc. and Xxxxxx X. Xxxxxx hereby
agree that the Amendment No. 3 to Statement on Schedule 13D to which this
agreement is attached as an exhibit, and all further amendments thereto, shall
be filed on behalf of each of them. This agreement is intended to satisfy the
requirements of Rule 13d- 1(f)(1)(iii) under the Securities Exchange Act of
1934, as amended.



Dated:   July 30, 1998                    XXXXXX RIVER PROPERTIES, L.L.C.

                                          By:  /s/ XXXXXXX X. XXXXX
                                               ----------------------
                                               Xxxxxxx X. Xxxxx
                                               Manager

                                          INSIGNIA PROPERTIES, L.P.

                                          By: Insignia Properties Trust,
                                              its General Partner

                                          By:  /s/ XXXXXXX X. XXXXX
                                               ----------------------
                                               Xxxxxxx X. Xxxxx
                                               Senior Vice President

                                          INSIGNIA PROPERTIES TRUST

                                          By:  /s/ XXXXXXX X. XXXXX
                                               ---------------------
                                               Xxxxxxx X. Xxxxx
                                               Senior Vice President

                                          INSIGNIA FINANCIAL GROUP, INC.

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

                                          /s/ XXXXXX X. XXXXXX
                                          -----------------------------
                                          XXXXXX X. XXXXXX