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                                                                EXHIBIT 10.16

                    CONSULTING AGREEMENT AND GENERAL RELEASE


This CONSULTING AGREEMENT AND GENERAL RELEASE (hereafter "Agreement") is made
and entered into this 7th day of February, 1997, by and between Irvine Apartment
Communities ("Company") and Steven P. Albert ("ALBERT").

WHEREAS, ALBERT was employed by the Company from May 1, 1995 to February 7,
1997; and

WHEREAS, ALBERT'S active services with the Company will terminate on February
7, 1997; and

WHEREAS, ALBERT and the Company desire to resolve any and all claims arising
out of or related to ALBERT's employment relationship with the Company, or its
termination; and

WHEREAS, the Company desires to retain ALBERT's services on a consulting basis
for one year;

NOW, THEREFORE, in consideration of the premises and mutual promises contained
in this Agreement, it is agreed as follows:

1.  The Company will pay SGA Investment Corporation ("SGA") a monthly retainer
    for consulting services provided by ALBERT to the Company for the twelve
    months beginning February, 1997 in accordance with the following terms and
    conditions.

        (a) ALBERT will provide consulting services as reasonably requested in a
            professional and timely manner for a maximum of five hours per month
            during normal business hours and upon reasonable notice. Such
            consulting services will be similar in kind to the expertise ALBERT
            provided to the Company during the period of his employment.

        (b) In addition, ALBERT agrees, upon reasonable advance notice, to
            cooperate with the Company regarding the investigation or the
            defense of any legal or business issues or claims which may arise,
            and which relate to the time ALBERT was employed by the Company and
            of which ALBERT has knowledge, or is reasonably believed to have
            knowledge. To the extent such activities require time in excess of
            the five hours per month stipulated herein, SGA will be paid for
            additional consulting services at the rate of $300 per hour.

        (c) In exchange for ALBERT's commitments in subparagraph 1(a) and
            paragraph 3, the Company agrees to pay to SGA the following amounts
            during the consulting period:

                (i)   $22,917 per month retainer, payable on our about the first
                      day of each month.

                (ii)  In addition, the Company will reimburse SGA for reasonable
                      expenses incurred by ALBERT or SGA (telephone, travel,
                      etc.) which are necessarily incurred and approved in
                      advance in the performance of services requested by the
                      Company under this Agreement.

                (iii) Should ALBERT breach his obligations in subparagraph I(a)
                      and/or paragraph 3, the Company shall have the right to
                      terminate the consulting relationship and stop making 
                      retainer payments under paragraph 1(c)(i), in addition 
                      to any other legal or equitable remedies the Company may
                      pursue.


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2.  ALBERT will be entitled to the following payments and benefits:

    (a) Stock dividend equivalent payments for dividends paid to shareholders in
        February 1997 for the fourth quarter of 1996 will be paid to ALBERT
        consistent with his Performance Unit Award Agreement, notwithstanding
        the fact that ALBERT's employment terminated prior to the record date
        for payment of said dividends.

    (b) ALBERT may exercise his vested stock options consistent with the terms
        of his Non-qualified Stock Option Agreement.

    (c)  ALBERT's restricted stock awards shall vest and be paid consistent with
        the terms of his Performance Unit Award Agreement.

    (d) ALBERT's group insurance coverage pursuant to the terms of the Company's
        group insurance plans will be continued at the Company's expense through
        February 28, 1997 at which time ALBERT may continue such insurance if he
        desires in accordance with the provisions of such plans. The Company
        will provide ALBERT with twelve monthly payments of $2,500 commencing
        February, 1997 in order to assist ALBERT with purchasing his own
        benefits.

    (e) All earned and unused vacation and personal holiday time as of February
        7, 1997 will be paid out with ALBERT's final payroll check.

    (f) ALBERT will be paid a severance payment of $141,000, less legally
        required deductions, within 10 days following ALBERT's execution of this
        Agreement and its return to the Vice President of Human Resources of the
        Irvine Company. 

3.  ALBERT promises not to make any statements intended to damage the reputation
    of the Company or its related entities and not to use or disclose any
    confidential information or trade secrets which he learned while employed by
    the Company, and further promises not to disclose to anyone (other than his
    spouse and tax/legal advisor, or as required by law) the terms of this
    Agreement or the fact or amount of any payment made by the Company pursuant
    to this Agreement.
    
4.  In exchange for the payments and benefits provided in paragraph 2, ALBERT
    hereby unconditionally releases and forever discharges the Company and its
    related or successor companies, its owners, directors, officers, employees,
    representatives, and agents, from any and all claims, (including but not
    limited to any claims under any state or federal statutes), liabilities,
    demands, losses and expenses (including attorneys' fees) of any nature
    whatsoever, known or unknown, including, but not limited to, employment
    relationship or termination, which he now has or may have in the future
    based on any act or omission which occurred prior to the effective date of
    this Agreement. In addition, the Company similarly releases all of its
    claims against ALBERT.  Each party expressly waives and relinquishes all
    rights and benefits afforded by Section 1542 of the California Civil Code,
    and does so understanding and acknowledging the significance of such
    specific waiver of Section 1542. Section 1542 states as follows:
         
         "A general release does not extend to claims which the creditor does
         not know or suspect to exist in his favor at the time of executing the
         release, which if known by him must have materially affected his
         settlement with the debtor." 


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    Notwithstanding the above, nothing in this Agreement is intended to alter
    ALBERT's right to defense and/or indemnification as may be provided by
    applicable laws.

5.  This Agreement shall not in any way be construed as an admission by either
    party of any liability or wrongdoing on the part of the other, or that
    either party has any valid claims or rights whatsoever against the other.

6.  This Agreement contains all of the terms, promises, representations, and the
    understandings made between the parties. ALBERT agrees that no promises,
    representations, or inducements have been made to him other than those which
    are expressly set forth herein. ALBERT acknowledges and agrees that he has
    had sufficient opportunity to fully and privately review this document prior
    to its execution, and has had ample opportunity to consult an attorney in
    connection therewith, if he so desired.

7.  This Agreement will be interpreted in accordance with the laws of the State
    of California. Any dispute arising hereafter between the parties regarding
    this Agreement, or breach thereof, or ALBERT's employment or otherwise shall
    be resolved by an experienced employment law arbitrator selected in
    accordance with the procedures of the Judicial Arbitration and Mediation
    Services/Endispute. At the arbitrators discretion, the prevailing party in
    any arbitration or mediation hereunder may be entitled to recover reasonable
    legal fees and costs. should either party pursue any other legal or
    administrative action, the other party shall be entitled to recover all
    costs, expenses, and attorneys' fees it incurs as a result of such action.

8.  In exchange for material portions of the additional pay and benefits
    provided in paragraph 2 and in accordance with the Older Workers Benefit
    Protection Act, ALBERT hereby knowingly and voluntarily waives and releases
    all rights and claims, known and unknown, arising under the Age
    Discrimination In Employment Act of 1967, as amended, which he might
    otherwise have had against the Company or their related entities, officers,
    directors, managers, or employees regarding any aspect of his employment or
    any other act or omission up to and including the effective date of this
    Agreement.

ALBERT is hereby advised (a) to consult with an attorney prior to signing this
Agreement and (b) that he has 21 days in which to consider and accept this
Agreement by signing and returning this Agreement to the Vice President of Human
Resources of the Irvine Company. In addition, ALBERT has a period of 7 days
following his signing of this Agreement in which he may revoke the Agreement. If
ALBERT does not advise the Company (by writing received by the Vice President of
Human Resources of the Irvine Company) within such 7 day period of his intent to
revoke the Agreement, the Agreement will become effective and enforceable upon
the expiration of the 7 days.


DATED:  February 13, 1997               By:  /s/ STEVEN P. ALBERT
                                             ------------------------------
                                                 Steven P. Albert
                                                 
                                             Witness of voluntary signature


DATED:  February 13, 1997               By:  /s/ SUE BUTLER
                                             ------------------------------
                                                 Sue Butler
                                                 Witness' Signature



                                        IRVINE APARTMENT COMMUNITIES


DATED:  February __, 1997               By:  /s/ DONALD L. BREN
                                             ------------------------------
                                                 Donald L. Bren
                                                 Chairman


DATED:  February 13, 1997               By:  /s/ MICHAEL D. MCKEE
                                             ------------------------------
                                                 Michael D. McKee
                                                 Director

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