Tax Indemnification Agreement

TAX INDEMNIFICATION AGREEMENT


THIS TAX INDEMNIFICATION AGREEMENT (this "AGREEMENT") dated as of July 18, 1997 (the "SIGNING DATE") is made in favor of record owners of beneficial interests (collectively, the "SHAREHOLDERS") of Angeles Mortgage Investment Trust, an unincorporated California business trust ("AMIT"), by Insignia Properties Trust, a Maryland real estate investment trust ("IPT").


RECITALS


A. Capitalized terms used in this Agreement, but not otherwise
defined, shall have the meanings set forth in that certain
Agreement and Plan of Merger dated as of July 18, 1997 among AMIT,
IPT, Insignia Financial Group, Inc. and MAE GP Corporation (the
"MERGER AGREEMENT").


B. In furtherance of and in connection with the transactions contemplated
by the Merger Agreement, IPT desires to indemnify the Shareholders
against Damages as defined herein.


AGREEMENT


NOW, THEREFORE, for good, valid and binding consideration, the receipt and sufficiency of which are hereby acknowledged, IPT, intending to be legally bound, hereby agrees as follows:


ARTICLE 1.
INDEMNIFICATION


Section 1.1 Indemnification. IPT agrees to indemnify and hold harmless those Persons who are Shareholders as of the Effective Time (collectively, the "INDEMNITEES," and individually, an "INDEMNITEE") from and against all actual, direct and provable damages and losses arising from and directly related to the recognition of taxable gain with respect to the Merger for Federal and state income tax purposes ("DAMAGES") which recognition is due to a final and non-appealable determination binding upon the Shareholder that the Merger is treated as a taxable event with respect to the Indemnitee by virtue of either (a) failure of the Merger to satisfy the "continuity of business" requirement due to any action taken by IPT after the Effective Time, or (b) the fact AMIT failed to qualify as "diversified" within the meaning of Section 368(a)(2)(F)(ii) of the Code; provided, however, that there shall be no indemnification under clause (b) if any representation made by AMIT to AGSH&F in connection with the preparation of its legal opinion related to its status under Section 368(a)(2)(F)(ii) is inaccurate or determined to be inaccurate in a final and non-appealable determination.


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Section 1.2 Limitation of Damages. With respect to each Indemnitee, the Damages provided for pursuant to this Agreement (a) shall not exceed the amount of gain to the Shareholder resulting from the Merger multiplied by the maximum combined effective Federal and state income tax rate applicable to long or short-term capital gain, as the case may be, plus any penalties assessed against such Indemnitee that relate to the reporting position that the Merger is not a taxable event; and (b) shall take into account any tax benefit (including the time value of money) to the Indemnitee that has resulted or will result from the increased basis arising from the recog ...