1 AGREEMENT OF JOINT FILING Walton Street Capital Acquisition Co., L.L.C., WIG XII Partners, FMG Acquisition I, L.L.C. and Insignia Financial Group, Inc. hereby agree that the Statement on Schedule 13D to which this agreement is attached as an...

   1
                           AGREEMENT OF JOINT FILING

     Xxxxxx Street Capital Acquisition Co., L.L.C., WIG XII Partners, FMG
Acquisition I, L.L.C. and Insignia Financial Group, Inc. hereby agree that the
Statement on Schedule 13D to which this agreement is attached as an exhibit, as
well as all future amendments to such Statement, shall be filed jointly 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:  January 3, 1996.                                    XXXXXX STREET CAPITAL ACQUISITION CO., L.L.C.

                                                            By:  /s/ Xxx Xxxxxxxx                          
                                                                 ------------------------------------------
                                                                 Xxx Xxxxxxxx
                                                                 Managing Principal


                                                            WIG XII PARTNERS
                                                            By:  Xxxxxx Street Capital Acquisition Co., L.L.C.


                                                            By:  /s/ Xxx Xxxxxxxx                         
                                                                 -----------------------------------------
                                                                 Xxx Xxxxxxxx
                                                                 Managing Principal


                                                            FMG ACQUISITION I, L.L.C.


                                                            By:  /s/ Xxxxxxx Xxxxxxxx                     
                                                                 -----------------------------------------
                                                                 Xxxxxxx Xxxxxxxx
                                                                 In his capacity as Manager


                                                            INSIGNIA FINANCIAL GROUP, INC.

                                                            By:  /s/ Xxxxxx Xxxxxx
                                                                 ----------------------------------------------
                                                                 Xxxxxx Xxxxxx
                                                                 Chief Financial Officer