TAX INDEMNIFICATION AND CONTEST AGREEMENT



                                BY AND AMONG



                APARTMENT INVESTMENT AND MANAGEMENT COMPANY,



                  NATIONAL PARTNERSHIP INVESTMENTS CORP.,



                              XYZ HOLDINGS LLC



                   AND THE OTHER PARTIES SIGNATORY HERETO









                        Dated as of December 3, 2001






                 TAX INDEMNIFICATION AND CONTEST AGREEMENT

                  This TAX INDEMNIFICATION AND TAX CONTEST AGREEMENT (this
"Agreement") is dated as of December 3, 2001, by and among XYZ Holdings LLC
("XYZ" or the "Lead Indemnitor"), The Casden Company ("TCC"), Casden
Investment Corp. ("CIC"), Alan I. Casden ("AIC"), and Cerberus Partners,
L.P. ("CP") (the "Additional Indemnitors" and, collectively with the Lead
Indemnitor, the "Indemnitors"), and Apartment Investment and Management
Company ("AIMCO") and National Partnership Investments Corp. ("NAPICO").

                                 WITNESSETH

                  WHEREAS, AIMCO has entered into an Agreement and Plan of
Merger with each of Casden Properties, Inc. ("Casden REIT") and Casden Park
La Brea, Inc. ("CPLB REIT"), each dated as of the date hereof (the "Casden
Merger Agreement" and the "Park La Brea Merger Agreement," respectively
and, together, the "Merger Agreements"); and

                  WHEREAS, as a condition to entering into the Merger
Agreements, the Contribution Agreement, the Casden Contribution Agreement
and other agreements to be entered into in connection therewith
(collectively, the "Acquisition Agreements"), and as an inducement to do
so, the parties hereto are entering into this Agreement;

                  NOW, THEREFORE, in consideration of the promises and
mutual agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

         Section 1. Definitions. For purposes of this Agreement, the
following terms shall apply:


                  (a) "Acquired Asset" shall mean any asset acquired
         directly or indirectly by AIMCO as a result of the transactions
         contemplated by the Merger Agreements.

                  (b) "AIMCO Common Stock" shall mean shares of AIMCO's
         Class A Common Stock, par value $.01 per share, issued pursuant to
         the Acquisition Agreements and any other securities issuable in
         respect thereof, whether as a dividend or distribution, in
         connection with a stock split, merger, recapitalization or
         otherwise.

                  (c) "AIMCO Common Stock Price" shall mean $47 per share.

                  (d) "AIMCO OP Units" shall mean partnership common units
         of AIMCO OP issued pursuant to the Acquisition Agreements and any
         other securities issuable in respect thereof, whether as a
         distribution, in connection with a split of such common units,
         merger, recapitalization or otherwise.

                  (e) "AIMCO Securities" shall mean AIMCO Common Stock or
         AIMCO OP Units.

                  (f) "Casden" shall mean Casden Properties, Inc. and every
         Casden Subsidiary.

                  (g) "Casden Entities" shall mean AIC, TCC and CIC.

                  (h) "CPLB" shall mean CPLB REIT and every CPLB Subsidiary
         (as defined in the Park La Brea Merger Agreement).

                  (i) "Final Determination" shall mean (i) a decision,
         judgment, decree, or other order by any court of competent
         jurisdiction, which decision judgment, decree, or other order has
         become final after all allowable appeals by either party to the
         action have been exhausted or the time for filing such appeal has
         expired, (ii) a closing agreement entered into under Section 7121
         of the Code, or any final settlement agreement entered in
         connection with any administrative or judicial proceeding, or
         (iii) the expiration of time for instituting a claim for refund,
         or if such claim was filed, the expiration of time for instituting
         a suit with respect thereto.

                  (j) "Indemnitee" shall mean each of AIMCO and NAPICO, as
         the case may be.

                  (k) "Indemnity Amount" shall mean the amount payable by
         Indemnitor to an Indemnitee pursuant to Section 2.

                  (l) "Pre-Closing Period" shall mean any taxable year or
         period that ends on or before the Closing Date.

                  (m) "Scheduled Taxes" shall mean the items listed on
         Schedule B hereto.

                  (n) "Section 6662 Tax Liabilities" shall mean any
         penalties imposed by a Tax authority for fraud, willful misconduct
         or under Section 6662(b)(2) of the Code (or similar provisions of
         state, local or foreign law), and any interest and additions to
         tax related thereto.

                  (o) "Straddle Period" shall mean, with respect to any
         taxable year or period of an entity that begins on or before the
         Closing Date but ends after the Closing Date, the portion of such
         taxable year or period that (i) begins on the first day of such
         taxable year or period, and (ii) ends on the Closing Date. For
         purposes of this Agreement, the Tax liability of any entity with
         respect to a Straddle Period shall be computed as follows: (i) in
         the case of Taxes of an entity that are either (A) based upon or
         related to income or receipts, or (B) imposed in connection with
         any sale, transfer, assignment, or distribution of property
         (whether real or personal, tangible or intangible) by such entity,
         the Tax liability for the Straddle Period shall be deemed equal to
         the amount that would be payable if the period for which such Tax
         is assessed had ended on and included the Closing Date, not
         including transactions occurring on the Closing Date after the
         Closing, and not including transfer and similar taxes related to
         the transactions contemplated by the Acquisition Agreements,
         determined, to the extent permissible under applicable laws, in a
         manner which is consistent with such entity's accounting practices
         and business operations as in effect prior to the Closing Date;
         and (ii) in the case of Taxes that are not described in clause (i)
         above, the Tax liability for the Straddle Period shall be the
         amount due and payable on or before the Closing Date.

                  (p) "Substantial Authority" shall mean substantial
         authority within the meaning of Section 6662(d)(2)(B)(i) of the
         Code and the Treasury Regulations promulgated thereunder.

                  (q) "Tax Law Change" shall mean modifications to, or
         enactment, promulgation, release or adoption of any changes in the
         Code or the Tax law of any state, local, or foreign jurisdiction.

                  (r) "Tax" and/or "Taxes" shall mean all Federal, state,
         local and foreign taxes, charges, fees, duties (including customs
         duties), levies or other assessments, including without
         limitation, income, gross receipts, net proceeds, ad valorem,
         turnover, real and personal property (tangible and intangible),
         sales, use, franchise, excise, value added, stamp, leasing, lease,
         user, transfer, fuel, excess profits, occupational, interest
         equalization, windfall profits, severance, license, payroll,
         environmental, capital stock, disability, employee's income
         withholding, other withholding, and unemployment taxes, which are
         imposed by any governmental authority, and such term shall include
         any interest, penalties or additions to tax attributable thereto;
         provided, however, that Transfer Taxes shall be excluded.

                  (s) "Tax Return" shall mean a report, return or other
         information return required to be supplied to a governmental
         entity with respect to Taxes (and any amendments thereto)
         including, combined or consolidated returns for any group of
         entities.

                  (t) "Value" shall mean, as of any date, and (A) with
         respect to any shares of AIMCO Common Stock, the number of such
         shares multiplied by the sum of (i) the AIMCO Common Stock Price
         and (ii) the amount of any dividends that have accrued on a share
         of AIMCO Common Stock from the Effective Time that have not been
         paid as of such date, and (B) with respect to any AIMCO OP Units,
         the number of such AIMCO OP Units multiplied by the sum of (i) the
         AIMCO Common Stock Price and (ii) the amount of any distributions
         that have accrued on an AIMCO OP Unit from the Effective Time that
         have not been paid as of such date (if any).

                  (u) Any capitalized terms used herein and not defined
         herein, shall have the meaning assigned to it in the Casden Merger
         Agreement.

         Section 2. Amount and Scope of Indemnification.

                  (a) Indemnitors shall provide indemnification to each
         Indemnitee as set forth below.

                      (i) Indemnitors shall indemnify AIMCO for:

                          (A) any Tax liability (other than Section 6662
                      Tax Liabilities, Scheduled Taxes and Tax liabilities
                      covered under Section 2(a)(i)(D) hereof) of Casden or
                      CPLB for any Pre-Closing Period or Straddle Period
                      that has not been paid; provided, that, the aggregate
                      amount payable pursuant to this Section 2(a)(i)(A)
                      and Section 2(a)(ii)(A) shall not exceed $37,500,000;
                      provided further, that a claim is made by the
                      Internal Revenue Service (or any other Tax authority)
                      within three (3) years of the filing of the Tax
                      return unless a longer statute of limitations applies
                      as a result of the assessment of a Section 6662 Tax
                      Liability, in which case, a claim can be made at any
                      time;

                          (B) any Section 6662 Tax Liability of Casden or
                      CPLB for any Pre-Closing Period or Straddle Period;

                          (C) two-thirds (2/3) of any Tax liability
                      resulting from the imposition of Tax, directly or
                      indirectly, on AIMCO under the principles of Section
                      1374 of the Code (as set forth in Temp. Treas. Reg.
                      ss. 1.337(d)-5T and IRS Notice 88-19) as a result of
                      the direct or indirect sale by AIMCO of any Acquired
                      Asset within three (3) years of the Closing; provided
                      that the aggregate amount payable pursuant to this
                      Section 2(a)(i)(C) shall not exceed $10,000,000; and

                          (D) any Tax liability of Casden or CPLB incurred
                      as a result of the transactions undertaken in
                      connection with the Commercial Sale, the Ross Store
                      Sale, or the Asset Purchase.

                      (ii) Indemnitors shall indemnify NAPICO for:

                          (A) any Tax liability (other than Section 6662
                      Tax Liabilities) of NAPICO for any Pre-Closing Period
                      or Straddle Period ending after December 31, 1998
                      that has not been paid; provided, that, the aggregate
                      amount payable pursuant to this Section 2(a)(ii)(A)
                      and Section 2(a)(i)(A) shall not exceed $37,500,000;
                      provided further, that the Indemnitee make a claim
                      for such amounts within three (3) years of the filing
                      of the Tax return unless a longer statute of
                      limitations applies as a result of the assessment of
                      a Section 6662 Tax Liability, in which case, a claim
                      can be made at any time; and

                          (B) any Section 6662 Tax Liability of NAPICO for
                      any Pre-Closing Period or Straddle Period.

                      (iii) Notwithstanding anything to the contrary
                      herein, the three (3) year time limitation for
                      indemnification set forth in Section 2(a)(i)(A) and
                      Section 2(a)(ii)(A) shall be extended to include any
                      period if the statute of limitation is extended;
                      provided that, (A) the Lead Indemnitor shall have the
                      right to extend the statute of limitations for Taxes
                      which AIMCO reasonably believes are likely to result
                      in an assessment for which the Lead Indemnitor would
                      have the right to control a contest thereof under
                      Section 5(d) and (B) AIMCO shall have the right to
                      extend the statute of limitations for all other
                      Taxes.

                      (iv) Notwithstanding any other provision herein, the
                      Casden Entities shall indemnify each Indemnitee for
                      any Tax liability of NAPICO for any taxable year
                      ending on or prior to December 31, 1998.

                  (b) Except to the extent that any provision of this
         Agreement specifically denominates an amount due pursuant to this
         Agreement as interest in respect of a delayed payment, any
         indemnification payment tendered to an Indemnitee pursuant to this
         Section 2 will be treated by the parties as an adjustment to the
         consideration received under the Acquisition Agreements to the
         extent permitted by law.

                  (c) In the event an Indemnitee makes a claim for
         indemnification hereunder, such Indemnitee shall provide the Lead
         Indemnitor with a written statement setting forth in reasonable
         detail the computation of the amount described in Section 2(a).

                  (d) Any payment determined due to an Indemnitee pursuant
         to this Section 2 shall be paid within the later of (i) twenty
         (20) business days after written notice from such Indemnitee to
         the Lead Indemnitor that such amounts are due and payable by
         Indemnitors, or (ii) ten (10) business days prior to the due date
         for any return on which such Indemnitee would reflect such income
         or gain. Any payment required under this Section 2 and not made
         when due shall bear interest at the greater of (i) 5% per annum or
         (ii) the interest rate charged by the applicable authority in
         respect of such amounts, in each case, calculated and payable
         monthly, compounded monthly if not paid when due.

                  (e) Upon request of the Lead Indemnitor, the basis of the
         claim and the accuracy of an Indemnitee's calculation of the
         amount or amounts payable to or by such Indemnitee pursuant to
         Section 2 shall be verified by an independent, nationally
         recognized accounting firm (other than the preparer of such
         Indemnitee's Tax Returns or financial statements) selected by such
         Indemnitee with the consent of the Lead Indemnitor, which consent
         shall not be unreasonable withheld. In order to enable such
         accountants to verify the basis and accuracy of such claim, such
         Indemnitee shall provide to such accountants all information
         reasonably necessary for such verification, including any computer
         analyses used by such Indemnitee to calculate such amount or
         amounts. In conducting its verification, the accounting firm shall
         consult with, and consider in good faith the opinions and
         positions of, such Indemnitee and the Lead Indemnitor as to the
         proper resolution of any matters at issue. The review and
         determination of such calculations by such accounting firm
         pursuant to this Section 2(e) shall be final. The parties hereto
         agree that, if the accounting firm is required to resolve any
         matters relating to the computations, the accounting firm (i)
         shall provide such Indemnitee and the Lead Indemnitor with a
         written notification that describes in reasonable detail the
         matter or matters at issue, and (ii) prior to its resolution of
         the matter or matters at issue, shall provide such Indemnitee and
         the Lead Indemnitor with an opportunity to set forth their
         positions concerning the proper resolution of the matter or
         matters at issue in accordance with a procedure reasonably
         acceptable to both such Indemnitee and the Lead Indemnitor. The
         cost of such verification shall be borne by the Lead Indemnitor
         unless it is the determination of such verification that the
         actual amount or amounts payable deviates, in a manner favorable
         to the Indemnitors, by more than 10% from the amount originally
         determined by such Indemnitee, in which case such cost shall be
         borne by such Indemnitee.

                  (f) At the request and expense of the Lead Indemnitor,
         the Indemnitees shall seek any refund of any Tax. In the event any
         Indemnitee receives a refund of (i) any amount which gave rise to
         an indemnification payment hereunder, or (ii) any Tax paid by
         Casden prior to the Closing Date with respect to a Pre-Closing
         Period or Straddle Period, such Indemnitee shall refund such
         indemnification payment to the Indemnitors to the extent of the
         Indemnitors' portion of the refund, net of collection or other
         costs (including any additional Taxes imposed on such Indemnitee)
         related thereto that have not theretofore been reimbursed by the
         Indemnitors to such Indemnitee.

                  (g) The liability of the Casden Entities, on the one
         hand, and CP, on the other hand, shall be several, but not joint,
         in proportion to the percentages set forth on Schedule A hereto.
         The liability of XYZ under this Section 2 shall be joint and
         several with all other Casden Entities. The liability of the
         Casden Entities under this Section 2 shall be joint and several
         with respect to the sum of the percentages set forth on Schedule A
         hereto for all members of the Casden Entities. No Indemnitor other
         than XYZ shall be required to make any payment under this Section
         2 unless and until XYZ has failed to satisfy any indemnification
         obligation under this Agreement.

                  (h) The Indemnitees agree to accept from the Indemnitors,
         in satisfaction of all or a portion of any indemnification
         obligation under this Agreement, AIMCO Securities with a Value
         equal to the amount of such obligation.

         Section 3. Exclusions. Notwithstanding any other provision of this
Agreement, the Indemnitors shall not have any liability for indemnification
under this Agreement for any Tax liability attributable, in whole or in
part, to:

                  (a) any fraud, willful misconduct or gross negligence of
         any Indemnitee or officer, director, employee or agent thereof;

                  (b) the failure of any Indemnitee to contest a Tax Claim
         in accordance with Section 5 below; or

                  (c) the failure of any Indemnitee to comply on a timely
         basis with certification, information, documentation, reporting or
         other similar requirements imposed on such Indemnitee and
         concerning the nationality, residence, or identity of such
         Indemnitee, or the failure of any Indemnitee to comply with its
         obligations set forth in Section 4, to the extent the Lead
         Indemnitor demonstrates that its ability to contest such Tax
         liability is actually prejudiced by such failure of the
         Indemnitee.

         Section 4. Preparation of Tax Returns. The Lead Indemnitor will be
responsible for the preparation and filing of all Tax Returns for Casden
and CPLB for all Pre-Closing Periods and pay all third-party costs and
expenses incurred in preparing and filing such Tax Returns. All Tax Returns
for Casden and CPLB for any Pre-Closing Period and any Straddle Period
shall be prepared in a manner consistent with the applicable entity's past
practices as in effect prior to the Closing Date; provided, that, such past
practices are in accordance with the Code and the regulations thereunder.
AIMCO agrees to reasonably cooperate in the preparation and filing of such
Tax Returns and to make available at its expense records and employees of
AIMCO necessary for the preparation or such Tax Returns. AIMCO and its
accountants will be provided for their review and comment, a draft of each
material Tax Return with respect to any period (or portion thereof) ending
on or before the Closing Date at least 20 days prior to the date the Lead
Indemnitor intends to file such Tax Return. AIMCO shall notify the Lead
Indemnitor in writing of any proposed change (a "Proposed Change") to any
such Tax Return within five business days after the delivery of such Tax
Return by the Lead Indemnitor. The Lead Indemnitor shall consider in good
faith any such Proposed Change and shall notify AIMCO of its acceptance or
rejection of any such change within five days after receipt thereof. If the
Lead Indemnitor and AIMCO disagree as to the necessity or correctness of
any Proposed Change and such proposed change relates in any material way to
the REIT status of any Indemnitee, such Proposed Change shall be submitted
to an independent, nationally recognized accounting firm (other than the
preparer of AIMCO's or the any of the Indemnitors' Tax Returns or financial
statements) selected by the accounting firm of AIMCO and the Lead
Indemnitor, for immediate resolution. In resolving a dispute concerning any
Proposed Change, the accounting firm shall consult with, and consider in
good faith the opinions and positions of, AIMCO and the Lead Indemnitor as
to the proper resolution of any matters at issue. The decision of such
accounting firm concerning such Proposed Change shall be final. The cost of
such resolution shall be borne 50% by AIMCO and 50% by the Lead Indemnitor
(or the Additional Indemnitors if not paid by the Lead Indemnitor).

         Section 5. Contests Pertaining to Tax.

                  (a) An Indemnitee shall promptly notify the Lead
         Indemnitor of (i) the commencement of an examination of the
         federal income Tax Returns of Casden, CPLB, or NAPICO with respect
         to any Pre-Closing Period or Straddle Period (an "IRS Exam") and
         (ii) the receipt by it from the Internal Revenue Service of a
         written, proposed or final revenue agent's report, a 30-day letter
         or a notice of deficiency (as described in 6212 of the Code) or
         similar written notice from a Tax authority of a state, local, or
         foreign government, in which an adjustment is proposed or
         determined to the Taxes for which Indemnitors may be required to
         provide indemnification pursuant to this Agreement (a "Tax
         Claim"); provided, however, that any failure to provide such
         notice shall not relieve Indemnitors of any obligation to
         indemnify such Indemnitee hereunder except to the extent that the
         Lead Indemnitor demonstrates that its ability to contest such
         adjustment is actually prejudiced by such failure of the
         Indemnitee.

                  (b) In the event of an IRS Exam, the Indemnitee shall
         provide the Lead Indemnitor (i) copies of any requests for
         information or documents related to the items for which
         indemnification is sought and (ii) reasonable opportunity to
         review and comment upon responses to such requests and to
         participate in any submission to the Internal Revenue Service in
         connection with such IRS Exam.

                  (c) The Indemnitee shall use reasonable efforts to
         contest any Tax Claim in accordance with Section 5(e); provided,
         however, that such Indemnitee shall not be required to contest a
         Tax Claim unless it has received on a timely basis (x) a legal
         opinion (setting forth in reasonable detail the facts and analysis
         upon which such opinion is based) of independent counsel selected
         by the Lead Indemnitor with the consent of such Indemnitee which
         consent will not be unreasonably withheld (the cost of which shall
         be borne by the Lead Indemnitor) that there is a reasonable basis
         that such Indemnitee will prevail on the merits of the case and
         (y) a written notice (an "Indemnitor's Acknowledgement") from the
         Lead Indemnitor in which the Lead Indemnitor acknowledges (i) that
         such Tax Claim, if sustained in a Final Determination, may be
         subject to the obligation hereunder to indemnify such Indemnitee,
         and (ii) that Indemnitors are liable to pay all reasonable costs
         and expenses incurred by such Indemnitee in connection with any
         contest, including, without limitation, all reasonable legal and
         other documented out-of-pocket expenses, and shall have provided
         such Indemnitee with adequate assurances for the payment thereof.
         Failure of the Lead Indemnitor to deliver an Indemnitor's
         Acknowledgement to such Indemnitee within forty-five (45) days
         after Indemnitor's receipt of written notice of a Tax Claim shall
         result in Indemnitors' waiver of any obligation of such Indemnitee
         to contest a Tax Claim, and such Indemnitee shall be entitled to
         concede or settle such Tax Claim in its sole and absolute
         discretion and Indemnitors shall indemnify such Indemnitee for any
         Tax liability suffered by such Indemnitee.

                  (d) The Lead Indemnitor will be entitled to contest
         (acting through counsel selected by the Lead Indemnitor with the
         consent of the Indemnitee whose receipt of a Tax Claim gives rise
         to such contest which consent shall not be unreasonably be
         withheld) and control the contest of any Tax Claim if (i) the
         aggregate maximum amount payable in respect of all Tax Claims does
         not exceed the Indemnitors' maximum liability under Section 2(a),
         (ii)(A) such Tax Claim is asserted by the Internal Revenue Service
         with respect to a Pre-Closing Period or Straddle Period of Casden,
         CPLB or NAPICO or the claim relates in any material way to the
         status of Casden REIT or CPLB REIT as a REIT or the amount of any
         excise tax under Section 857(b)(5) of the Code, or (B) such
         Indemnitee requests that the Lead Indemnitor control such contest,
         (iii) such Tax Claim may be segregated in a reasonable manner
         procedurally and contested independently from Tax claims of such
         Indemnitee for which the Indemnitors are not obligated to
         indemnify such Indemnitee, and (iv) such Indemnitee reasonably
         believes that the conduct of such contest will not adversely
         affect the Indemnitee's status as a "real estate investment trust"
         under Section 856 of the Code ("REIT Status") or the REIT Status
         of another Indemnitee. If a Tax Claim relates in any material way
         to the status of Casden REIT or CPLB REIT as a REIT and the claim
         also relates to other items, AIMCO shall use its reasonable
         efforts to separate the items related to the status of Casden REIT
         or CPLB REIT as a REIT into a contest separate from the contest of
         the other items. Any such contest controlled by the Lead
         Indemnitor shall be contested at the Lead Indemnitor's sole cost
         and expense. The Lead Indemnitor shall consult in good faith with,
         and keep reasonably informed, such Indemnitee and its counsel and
         shall provide such Indemnitee with copies of any documents,
         reports or claims issued by or sent to the relevant auditing agent
         or Tax authority, as well as a reasonable opportunity to review
         and comment thereon, but the decisions regarding what actions are
         to be taken shall be made by the Lead Indemnitor in its sole
         judgment, unless (i) such Indemnitee reasonably believes that it
         must conduct such proceeding to avoid a material adverse affect to
         its REIT Status or the REIT Status of another Indemnitee or (ii)
         the aggregate maximum amount payable in respect of all Tax Claims
         exceeds the Indemnitors' maximum liability under Section 2(a), in
         which case, notwithstanding any other provision of this Agreement
         to the contrary, Indemnitee may thereafter take over and control
         the contest of such Tax Claim in accordance with Section 5(e).

                  (e) In the case of all Tax Claims not described in the
         first sentence of Section 5(d), not described in the first
         sentence of Section 5(f), where the Indemnitee takes control under
         the last sentence of Section 5(d), or where the Indemnitee takes
         control under the last sentence of Section 5(f), the Indemnitee
         shall control the conduct of the contest of any such claim with
         its own counsel and including any and all administrative appeals,
         proceedings, hearings and conferences with any Tax authority in
         respect of any such claim, considering, however, in good faith
         such requests as the Lead Indemnitor and its counsel shall make
         concerning the prudent manner in which to contest such claim. The
         reasonable contest costs (including without limitation
         accountant's fees, investigatory fees, and fees and disbursements
         of counsel) incurred by such Indemnitee in good faith in
         contesting the Tax Claim shall be borne by the Lead Indemnitor.
         Indemnitee shall keep the Lead Indemnitor reasonably informed as
         to the progress of such contest and shall give the Lead Indemnitor
         and its counsel opportunity to review and comment in advance in
         all material written submissions and filings relevant to the
         substantive issues which would potentially give rise to a Tax
         liability (after making appropriate redactions to preserve the
         confidentiality of all matters not directly related to such
         substantive issues). The Lead Indemnitor and its counsel shall
         maintain confidentiality with respect to all such information.
         Indemnitee shall be required to appeal an adverse decision of a
         court only if (i) the aggregate maximum amount payable in respect
         of all Tax Claims is less than the Indemnitors' maximum liability
         under Section 2(a), and (ii) the Lead Indemnitor delivers a legal
         opinion (setting forth in reasonable detail the facts and analysis
         upon which such opinion is based) of independent counsel selected
         by such Indemnitee reasonably acceptable to the Lead Indemnitor
         (the cost of which shall be borne by the Lead Indemnitor) which
         opinion concludes that, after taking into account conclusions of
         fact and law contained in the lower court's decision, it is more
         likely than not that such Indemnitee will prevail on appeal. In no
         event shall such Indemnitee be required to appeal an adverse
         determination beyond the first appeal.

                  (f) The Lead Indemnitor will be entitled to contest
         (acting through counsel selected by the Lead Indemnitor) and
         control the contest of any Tax Claim that relates in any material
         way to the status of Casden REIT or CPLB REIT as a REIT, provided,
         that, AIMCO reasonably believes that the conduct of such contest
         will not materially adversely affect the REIT Status of any
         Indemnitee. If a Tax Claim relates in any material way to the
         status of Casden REIT or CPLB REIT as a REIT and the claim also
         relates to other items, AIMCO shall use its best efforts (the cost
         of which will be borne solely by the Lead Indemnitor) to separate
         the items related to the status of Casden REIT or CPLB REIT as a
         REIT into a contest separate from the contest of the other items.
         Any costs and expenses of such contest controlled by the Lead
         Indemnitor shall be paid by the Lead Indemnitor. Except as
         otherwise provided in this agreement, the Indemnitees shall have
         sole control over all claims other that the items related to the
         status of Casden REIT or CPLB REIT as a REIT. The Lead Indemnitor
         shall consult in good faith with, and keep reasonably informed,
         AIMCO and its counsel concerning the status of the Tax Claim and
         shall provide AIMCO and its counsel with copies of any documents,
         reports or claims issued by or sent to the relevant auditing agent
         or Tax authority, as well as a reasonable opportunity to review
         and comment thereon, but the decisions regarding what actions are
         to be taken shall be made by the Lead Indemnitor in its sole
         judgment, unless an Indemnitee reasonably believes that it must
         conduct such proceeding to avoid a material adverse affect to the
         REIT Status of an Indemnitee, in which case, notwithstanding any
         other provision of this Agreement to the contrary, Indemnitees may
         thereafter take over and control the contest of such Tax Claim in
         accordance with Section 5(e).

                  (g) If the aggregate maximum amount payable in respect of
         all Tax Claims is less than the Indemnitors' maximum liability
         under Section 2(a), Indemnitee shall not make payment of any claim
         for at least thirty (30) days after giving written notice of such
         claim to Indemnitor if such forbearance is permitted by law. If
         the conduct of the contest requires such Indemnitee to pay the tax
         claimed and file or sue for a refund, Indemnitors shall advance to
         such Indemnitee, on an interest-free basis, sufficient funds to
         pay the tax and any interest, penalties and additions to tax
         payable with respect thereto (to the extent such amount is subject
         to Indemnitors' indemnity obligations hereunder). Indemnitee shall
         immediately use such funds to pay such tax, interest, penalties or
         additions to tax, as the case may be.

                  (h) If an Indemnitee receives any settlement offer from
         the Internal Revenue Service or similar notice from a Tax
         authority of a state, local, or foreign government with respect to
         a claim for which such Indemnitee seeks indemnity from
         Indemnitors, such Indemnitee shall promptly inform the Lead
         Indemnitor of the receipt of such settlement offer. If the Lead
         Indemnitor recommends acceptance of such settlement offer, but
         such Indemnitee declines to accept such offer in writing within
         thirty (30) days: (i) the obligation of Indemnitors to make
         indemnity payments under this Agreement as the result of any such
         contest or proceedings shall not exceed the obligation that it
         would have had if such contest had been settled or proceeding
         terminated on the basis of the settlement offer the acceptance of
         which was recommended by Indemnitor; and (ii) Indemnitors shall
         have no further liability for costs or other expenses in respect
         of such contest. An Indemnitee shall not settle any claim without
         Indemnitor's consent; provided, however, that such Indemnitee
         shall not be required to contest any proposed adjustment and may
         settle any such proposed adjustment if (i) such Indemnitee shall
         waive its right to indemnity with respect to such adjustment and
         shall refund to Indemnitors any amount previously paid or advanced
         by Indemnitors with respect to such adjustment or the contest of
         such adjustment, (ii) the subject of such contest has previously
         been resolved in a Final Determination for a prior taxable year
         adversely to such Indemnitee, unless the Lead Indemnitor shall
         have provided such Indemnitee with an opinion of independent tax
         counsel, selected by the Lead Indemnitor with the consent of such
         Indemnitee which consent shall not be unreasonably withheld, at
         the cost of the Lead Indemnitor, setting forth in reasonable
         detail the facts and analysis upon which such opinion is based (a
         copy of which is delivered to such Indemnitee), that as a result
         of a Tax Law Change or change in fact, the prior Final
         Determination is no longer determinative of the issue, or (iii)
         the aggregate maximum amount payable in respect of all Tax Claims
         exceeds the Indemnitors' maximum liability under Section 2(a).

                  (i) If the Lead Indemnitor shall have requested an
         Indemnitee to contest such claim as provided above and shall have
         duly complied with all the terms of this Section 5, Indemnitors'
         liability for indemnification shall, at the Lead Indemnitor's
         election, be deferred (subject to the provisions of Section 5(c)
         hereof) until a Final Determination of the liability of such
         Indemnitee. At such time, Indemnitors shall become obligated for
         the payment of any indemnification hereunder resulting from the
         outcome of such contest, and such Indemnitee shall become
         obligated to refund to Indemnitors their portion of any amount
         received as a refund by such Indemnitee or credited to such
         Indemnitee attributable to advances by Indemnitors hereunder.
         Within thirty (30) days following such Final Determination, any
         amounts due hereunder shall be paid first by set off against each
         other and either (i) Indemnitors shall pay to such Indemnitee any
         excess of the full amount due hereunder over the amount of any
         advances previously made by Indemnitors and applied against
         Indemnitors' indemnity obligation as aforesaid or (ii) such
         Indemnitee shall repay to Indemnitors their portion of any excess
         of such advances over such full amount due hereunder, together
         with their portion of any interest received by such Indemnitee
         that is properly attributable to their portion of such excess
         amount of such advances during the period such advances were
         outstanding, and, if Indemnitors shall have indemnified such
         Indemnitee with respect to the adverse tax consequences of any
         advances or payments hereunder, their portion of the amount of any
         tax savings resulting from their portion of any payment pursuant
         to this sentence.

         Section 6. Section 337 Election. To the extent permitted by law,
AIMCO hereby agrees to make a protective election pursuant to Treasury
Regulation Section 1.337(d)-5T(b) with respect to the transactions
contemplated by the Merger Agreements, electing to be subject to the rules
of Section 1374 of the Code and the regulations thereunder with respect to
the assets formerly held by Casden REIT or CPLB REIT in the event that
there is a Final Determination that Casden REIT or CPLB REIT did not
satisfy the requirements for qualification as a REIT for any Pre-Closing or
Straddle Period.

         Section 7. Cooperation.

                  (a) Each Indemnitee agrees to consider in good faith any
         action (including filing claims for refund and amended Tax
         Returns) which it is reasonably requested to take by the Lead
         Indemnitor that would minimize the net amount of any indemnity
         payment due from Indemnitors hereunder; provided, however, that
         such Indemnitee shall not be required to take any action that such
         Indemnitee reasonably believes would place such Indemnitee in a
         materially worse tax or economic position than such Indemnitee
         would have been in if such action were not taken.

                  (b) Each Indemnitee shall promptly notify the Lead
         Indemnitor of the commencement of any audit or examination of such
         Indemnitee by any Tax authority (other than an IRS Exam, which is
         governed by Section 6) and shall keep the Lead Indemnitor
         reasonably informed as to the status of such audit or examination
         and any proceedings relating thereto; provided, however, that an
         Indemnitee's failure to comply with this Section 7(b) shall not
         affect Indemnitors' obligations pursuant to this Agreement except
         to the extent that the Lead Indemnitor demonstrates that its
         ability to contest any Tax liability arising out of such audit or
         examination is actually prejudiced by such failure of the
         Indemnitee.

         Section 8. REIT Requirements. Notwithstanding the foregoing, in no
event shall the amount paid to the Indemnitees pursuant to this Agreement
in any tax year exceed the maximum amount that can be paid to the
Indemnitees in such year without causing AIMCO to fail to meet the REIT
Requirements for such year, determined as if the payment of such amount did
not constitute Qualifying Income as determined by independent accountants
to AIMCO. If the amount payable for any tax year under the preceding
sentence is less than the amount which Indemnitors would otherwise be
obligated to pay to the Indemnitees pursuant to this Agreement (the
"Expense Amount"), the Indemnitees shall so notify the Indemnitors, and
Indemnitors shall (at the Indemnitees' sole cost and expense) place the
remaining portion of the Expense Amount in escrow and shall not execute any
instrumentation permitting any release of any portion thereof to the
Indemnitees, and the Indemnitees shall not be entitled to any such amount,
unless and until the Lead Indemnitor and escrow holder receive (all at the
Indemnitees' sole cost and expense) notice from the Indemnitees, together
with either (i) an opinion of AIMCO's tax counsel to the effect that such
amount, if and to the extent paid, would not constitute gross income which
is not Qualifying Income or (ii) a letter from AIMCO's independent
accountants indicating the maximum amount that can be paid at that time to
the Indemnitees without causing AIMCO to fail to meet the REIT Requirements
for any relevant taxable year, together with either an Internal Revenue
Service Ruling issued to AIMCO or an opinion of AIMCO's tax counsel to the
effect that such payment would not be treated as includible in the income
of AIMCO for any prior taxable year, in which event escrow holder shall pay
such maximum amount. The Indemnitors' and escrow holder's obligation to pay
any unpaid portion of the Expense Amount shall terminate ten (10) years
from the date of this Agreement, and upon such date, escrow holder shall
remit any remaining funds in escrow to the Indemnitors and Indemnitors
shall have no obligation to make any further payments notwithstanding that
the entire Expense Amount has not been paid as of such date.

         Section 9. Notices. All notices, demands, declarations, consents,
directions, approvals, instructions, requests and other communications
required or permitted by the terms of this Agreement shall be given in the
same manner as in the Master Indemnification Agreement by and among
Apartment Investment and Management Company, AIMCO Properties, L.P., XYZ
Holdings LLC and the other parties signatory thereto, dated as of the date
hereof (the "Master Indemnification Agreement").

         Section 10. Miscellaneous.

                  (a) Each Additional Indemnitor hereby irrevocably and
         unconditionally appoints the Lead Indemnitor as its agent in
         connection with the matters described in this Agreement, and
         grants the Lead Agent an irrevocable and durable power of
         attorney, with the express authority to take any and all action on
         such Additional Indemnitor's behalf in connection with this
         Agreement. Each Indemnitee may rely on any action taken or not
         taken, and any document or instrument executed and delivered, by
         the Lead Indemnitor on behalf of any Additional Indemnitor or all
         of the Additional Indemnitors in connection with the matters
         described herein.

                  (b) Except as otherwise provided herein, the terms and
         conditions of this Agreement shall be binding upon and inure
         solely to the benefit of the parties hereto and their respective
         successors and assigns, and nothing in this Agreement, express or
         implied, is intended to confer upon any party other than the
         parties hereto or their respective successors and assigns any
         rights or remedies of any nature whatsoever under or by reason of
         this Agreement.

                  (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
         ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK , INCLUDING,
         WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK
         GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES
         327(B).

                  (d) The parties agree that irreparable damage would occur
         in the event that any of the provisions of this Agreement were not
         performed in accordance with their specific terms or were
         otherwise breached. It is accordingly agreed that the parties
         shall be entitled to an injunction or injunctions to prevent
         breaches of this Agreement and to enforce specifically the terms
         and provisions of this Agreement in any court of the United States
         located in the State of New York or in New York state court, this
         being in addition to any other remedy to which they are entitled
         under this Agreement, which shall be the exclusive remedies of the
         parties with respect to any matters expressly covered by this
         Agreement and the Transaction Documents, except as otherwise
         expressly provided in this Agreement or the Transaction Documents.
         In addition, each of the parties hereto (a) consents to submit
         itself to the personal jurisdiction of any federal court located
         in the State of New York or any New York state court in the event
         any dispute arises out of this Agreement or any of the
         Transactions, (b) agrees that it shall not attempt to deny such
         personal jurisdiction by motion or other request for leave from
         any such court, and (c) agrees that it will not bring any action
         relating to this Agreement or any of the Transaction Documents in
         any court other than a federal or state court sitting in the State
         of New York. Each of the Indemnitors hereby appoints the Lead
         Indemnitor as its agent for service of process, and service on the
         Lead Indemnitor shall be deemed service and notice to all other
         Indemnitors.

                  (e) This Agreement may be executed in two or more
         counterparts, each of which shall be deemed to be an original, but
         all of which shall constitute one and the same agreement.

                  (f) When a reference is made in this Agreement to
         Sections, such reference shall be to a Section of this Agreement,
         unless otherwise indicated. The headings contained in this
         Agreement are for reference purposes only and shall not affect in
         any way the meaning or interpretation of this Agreement. Whenever
         the words "include," "includes" or "including" are used in this
         Agreement, they shall be deemed to be followed by the words
         "without limitation."

                  (g) Except as described in Sections 4 and 5 above, each
         party shall pay all costs and expenses that it incurs with respect
         to the negotiation, execution, delivery and performance of this
         Agreement. If any action at law or in equity is necessary to
         enforce or interpret the terms of this Agreement, the prevailing
         party shall be entitled to reasonable attorneys' fees, costs and
         necessary disbursements in addition to any other relief to which
         such party may be entitled.

                  (h) Any term of this Agreement may be amended, and the
         observance of any term of this Agreement may be waived (either
         generally or in a particular instance and either retroactively or
         prospectively), only with the written consent of each Indemnitee
         and Indemnitor.

                  (i) The provisions of this Agreement shall be deemed
         severable and the invalidity or enforceability of any provision
         shall not affect the validity or enforceability of the other
         provisions hereof. Any provision or part of this Agreement which
         is invalid or unenforceable in any situation in any jurisdiction
         shall, as to such situation and such jurisdiction, be ineffective
         only to the extent of such invalidity and shall not affect the
         enforceability of the remaining provisions hereof or the validity
         or enforceability of any such provision in any other situation or
         in any other jurisdiction.

         Section 11. Term. Except as otherwise provided herein, with
respect to indemnification for Taxes, the term of this Agreement shall
extend from the date hereof until such time as the applicable statute of
limitations (including any extensions thereof) bars a claim by the Internal
Revenue Service or relevant foreign, state or local Tax authority for a Tax
otherwise indemnifiable under this Agreement.

         Section 12. Right of Set-Off; Escrow of Certain Amounts. Upon
notice to the Indemnitors specifying in reasonable detail the basis for
such set-off, the Indemnitees and their subsidiaries may set off any amount
(the "Set-Off Amount") to which any Indemnitee may be entitled under this
Agreement against any monies, dividends (other than dividends on AIMCO
Common Stock) or payments properly due and owing to any Indemnitor pursuant
to any of the Transaction Documents (except the Consulting Agreement for
which no set off shall be effected); provided, however, that (i) with
respect to any WW Deferred Amount (as defined in the Tri-Party Agreement)
payable to XYZ under the Tri-Party Agreement, the Indemnitees may set off
only amounts representing claims for Damages (as defined in the Master
Indemnification Agreement) that relate to WW (as defined in the Tri-Party
Agreement) and (ii) with respect to any PLB A Deferred Amount, PLB B
Deferred Amount or PLB C Deferred Amount (as such terms are defined in the
Tri-Party Agreement) payable to XYZ under the Tri-Party Agreement, the
Indemnitees may set off only amounts representing claims for Damages (as
defined in the Master Indemnification Agreement) that relate to PLB A, PLB
B or PLB C (as such terms are defined in the Tri-Party Agreement). After
delivery of such notice, the Indemnitees shall cause the Set-Off Amount to
be deposited into escrow with an escrow agreement and an escrow agent
reasonably acceptable to the parties. The escrow agreement shall provide
that the Set-Off Amount shall be held by the escrow agent until such time
as the claim for indemnification under this Agreement has been finally
determined in accordance with this Agreement or by a court of competent
jurisdiction. The escrow agreement shall further provide that (i) if it is
determined that an Indemnitee is entitled to any portion of the Set-Off
Amount, the escrow agent shall pay such portion of the Set-Off Amount,
together with interest accrued thereon, to the Indemnitees and, thereafter,
the amount to which the Indemnitee is entitled pursuant to this Agreement
shall be reduced by such Set-Off Amount; and (ii) if it is determined that
an Indemnitee is not entitled to any portion of the Set-Off Amount, the
escrow agent shall pay such portion of the Set-Off Amount, together with
interest accrued thereon, to the Indemnitor(s) to whom such amount was
payable. Neither the exercise of nor the failure to exercise such right of
set-off will constitute an election of remedies or limit any Indemnitee in
any manner in the enforcement of any other remedies that may be available
to it.

         Section 13. Termination. This Agreement shall automatically
terminate upon the termination of the Casden Merger Agreement in accordance
with its terms. In the event of the termination of this Agreement pursuant
to this Section 13, except as expressly provided in the Casden Merger
Agreement, no party hereto shall have any liability to any other party with
respect to this Agreement or the transactions contemplated hereby and this
Agreement shall be of no further force or effect.

         Section 14. Entire Agreement. This Agreement and the other
Transaction Documents constitute the entire agreement and supersede all
other prior or contemporaneous oral or written agreements and
understandings among the parties, or any of them, with respect to the
subject matter hereof, and there are no warranties, representations or
other agreements, express or implied, made to any party by any other party
in connection with the subject matter hereof or thereof except as
specifically set forth herein or therein or in the documents delivered
pursuant hereto or in connection herewith.




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

                             XYZ HOLDINGS LLC
                               By:  CASDEN INVESTMENT CORP., its managing member

                               By:  /s/ Alan I. Casden
                                    -------------------------------------
                                   Name:  Alan I. Casden
                                   Title:    Chairman


                             THE CASDEN COMPANY


                             By:  /s/ Alan I. Casden
                                  ---------------------------------------
                                   Name:  Alan I. Casden
                                   Title:    Chairman


                             CASDEN INVESTMENT CORP.


                             By:  /s/ Alan I. Casden
                                  ---------------------------------------
                                   Name:  Alan I. Casden
                                   Title:    Chairman



                             /s/ Alan I. Casden
                             ----------------------------------------
                             ALAN I. CASDEN


                             CERBERUS PARTNERS, L.P.


                             By:  /s/ Ronald Kravit
                                  ---------------------------------------
                                   Name:  Ronald Kravit
                                   Title: Authorized Signatory


                             NATIONAL PARTNERSHIP INVESTMENTS CORP.


                             By:  /s/ Charles Boxenbaum
                                  ---------------------------------------
                                   Name:  Charles Boxembaum
                                   Title:    Chairman


                             APARTMENT INVESTMENT AND
                             MANAGEMENT COMPANY


                             By:  /s/ Peter Kompaniez
                                  ---------------------------------------
                                   Name:  Peter Kompaniez
                                   Title:    President