ASSIGNMENT OF WARRANTIES
                                  (PROJECT 41)
                             (PER SECTION 7.1.4)

     Angeles Partners XIV, a California limited partnership (the "Assignor") for
Ten Dollars ($10.00) and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, hereby transfers, assigns and
conveys unto  MID-STATES DEVELOPMENT COMPANY, an Ohio general partnership,  (the
"Assignee") all of its right, title and interest in and to any warranty or
guaranty given by any person, partnership, corporation or other entity in
connection with, or related to, work or labor performed, materials supplied, or
property of any type delivered to or in connection with that certain commercial
property being sold by Assignor to Assignee pursuant to that certain Purchase
Agreement dated January ____, 1998, as assigned, and which is located in
Montgomery County, Ohio as more particularly described on Exhibit A attached
hereto and incorporated by reference herein to the full extent that any such
warranty or guaranty is assignable or transferable by Assignor.
     IN WITNESS WHEREOF, the Assignor has executed the within Assignment this
10th day of June, 1998
                              ANGELES PARTNERS XIV, a California
                                limited partnership

                              By:  Angeles Realty Corporation II,
                                   general partner of Angeles
                                   Partners XIV

                              By:  /s/William H. Jarrard, Jr.
                              Its:  President