Employment Agrmt. With Sr. Vp, Pres. Irvine Ranch

IAC
IRVINE APARTMENT COMMUNITIES
LETTERHEAD]


April 28, 1997


Richard E. Lamprecht 4 San Rafael Place Laguna Niguel, CA 92656


Dear Rick:


Donald Bren and I are very pleased to promote you to the position of Division President, Irvine Ranch Operations. This letter will confirm the terms of your employment in this new role.


Position Title: Division President, Irvine Ranch Operations


Effective Date: April 25, 1997


Base Salary: $16,667/month ($200,000 annual equivalency)


Cash Bonus: For 1997 only, you will be guaranteed a cash bonus award of
$200,000 assuming continued employment through the
remainder of the year. In future years, you will be eligible
to earn an annual payment of 0-100% of your base salary,
...