ASSIGNMENT AND ASSUMPTION OF LEASES

STATE OF SOUTH CAROLINA

                              KNOW ALL MEN BY THESE PRESENTS:

COUNTY OF RICHLAND


      That, HARBOR LANDING AP XI, L.P., a South Carolina limited partnership
("Assignor"), for and in consideration of FOUR MILLION, EIGHT HUNDRED SIXTY
THOUSAND and No/100 Dollars ($4,860,000.00), to Assignor in hand paid, the
receipt and legal sufficiency of which are hereby acknowledged, hereby
transfers, assigns and sets over unto NEW PLAN REALTY TRUST, a Massachusetts
business trust ("Assignee"), all of the right, title and interest of Assignor in
and to all leases of, and security deposits and prepaid rents relating to space
in (together, the "Leases") the real property described on Exhibit A, attached
hereto and made a part hereof for all purposes.

      TO HAVE AN TO HOLD the Leases, together with any and all of the rights and
appurtenances thereto in anywise belonging to Assignor (excluding the right to
receive rents paid under the Leases and which accrued before the date of this
Assignment), unto Assignee and Assignee's successors and assigns forever, and
Assignor does hereby bind Assignor and Assignor's legal representatives and
successors, to WARRANT AND FOREVER DEFEND all and singular the Leases unto
Assignee and Assignee's successors and assigns, against every person whomsoever
lawfully claiming or to claim the same or any part thereof, by, through or under
Assignor, but not otherwise.

      In consideration of the foregoing assignment, Assignee hereby assumes, and
agrees to perform all of the obligations of Assignor under the Leases,
including, but not limited to, the obligation to refund any security deposits
delivered by Assignor to Assignee.  Assignee takes the Leases subject to any
existing defaults thereunder.

      Assignor will indemnify, defend and hold harmless Assignee and its Related
Parties from and against any and all claims, demand, suits, actions,
proceedings, damages, liabilities, penalties, costs, expenses and fees
(including reasonable attorneys' fees) arising from the misapplication prior to
the Closing Date of any security deposits received by Assignor.  Assignee will
indemnify, defend and hold harmless Assignor and its Related Parties from and
against any and all claims, demands, suits, actions, proceedings, damages,
liabilities, penalties, costs, expenses and fees (including reasonable attorneys
fees) arising from the misapplication on or after the Closing Date of any
security deposits received by Assignee from Assignor.

      "Related Parties" shall mean any person or entity affiliated with or
owning or controlling, in whole or in part, directly or indirectly, the
indemnified party, the joint ventures, partners, trustees, officers, directors,
shareholders, employees, agents and attorneys at any time and from time to tome
of any of the foregoing, and the heirs, legal representatives, successors and
assignees of each of the foregoing.

      EXECUTED effective as of this      day of September, 1995 (the "Closing
Date").

                        ASSIGNOR:
            

                        HARBOR LANDING AP XI, L.P.
                        a South Carolina limited partnership

                        By:   Angeles Partners XI GP Limited Partnership, a 
                        South Carolina limited partnership, in its      
                        capacity as general partner and to confirm its  
                        primary, joint and several liability

                              By:   Angeles Realty Corporation II, a    
                              California corporation, in its capacity as 
                              general partner and to confirm its        
                              primary, joint and several liability

/s/Marcus McCall                    By:/s/Robert D. Long, Jr.      
First Witness                       Title:CAO/Controller         

/s/Kelley M. Buechler     
Second Witness


                        ASSIGNEE:

            
                        NEW PLAN REALTY TRUST,
                        a Massachusetts business trust


                        By:                                    
                        Name:                                  
                        Title:                 President

STATE OF SOUTH CAROLINA

COUNTRY OF GREENVILLE


      PERSONALLY appeared before me the undersigned witness, who being duly
sworn, deposes and says that (s)he saw the within named Robert D. Long, Jr.,
Chief Accounting Officer and Controller of Angeles Realty Corporation II, a
California corporation as general partner of Angeles Partners XI GP Limited
Partnership, a South Carolina limited partnership as general partner of HARBOR
LANDING AP XI, L.P., a South Carolina limited partnership ("Partnership"), sign,
seal and as his/her act and deed, sign and deliver the within written instrument
by and on behalf of the Partnership; and that (s)he, along with the other
witness whose signature appears above, witnessed the execution thereof.

                        /s/Marcus McCall                 
                        First Witness

SWORN to before me this 5th
day of September, A.D. 1995
/s/Kelley M. Buechler          
Notary Public
My commission expires: 1/17/2000

[NOTARY SEAL]




                                    EXHIBIT A


All that certain piece or tract of land lying southeast of the City of Columbia
in Richland County, South Carolina, consisting of Parcel A, containing 15.32
acres, and Parcel B, containing 4.63 acres, as shown and delineated on a plat of
Fountain Lake Apartments prepared by William Wingfield, Registered Surveyor,
dated November 23, 1976, revised February 1, 1977, which plat is recorded in
Plat Book X at page 7529 in the Office of the R.M.C. for Richland County, South
Carolina.