THIRD AMENDMENT TO PURCHASE AGREEMENT THIS AGREEMENT is entered into by and between ANGELES PARTNERS XIV, a California limited partnership ( Seller ), and MID-STATES DEVELOPMENT COMPANY, an Ohio general partnership ( Purchaser ), effective as of the 19th day of July, 1995, on the following terms and conditions: 1. Background. Seller entered into that certain Purchase Agreement dated March 20, 1995, between Seller and Miller-Valentine Partners relating generally to the purchase and sale of real property, fixtures and personal property referred to therein collectively as the Property. Subsequently, the Purchase Agreement was amended and assigned to Purchaser pursuant to that certain Amendment to and Assignment of Purchase Agreement, effective as of April 27, 1995. Subsequently, the Purchase Agreement was amended pursuant to that certain Amendment to Purchase Agreement effective as of June 15 , 1995. The Purchase Agreement as so amended and assigned is hereafter referred to as the Contract. 2. Closing Date Extended. Section 7.1 of the Contract is amended by changing the date on or before which the closing shall occur from June 15, 1995, to August 31, 1995. 3. The Contract, as amended hereby, remains in full force and effect. IN WITNESS WHEREOF, the parties have executed this agreement on the date set forth below their respective signatures, but effective as of and from the date first above written. PURCHASER: MID-STATES DEVELOPMENT COMPANY, an Ohio general partnership By: /s/James M. Miller Its General Partner Date: July 19, 1995 SELLER: ANGELES PARTNERS XIV, a California limited partnership By: ANGELES REALTY CORPORATION, II, Its General Partner By: /s/Robert D. Long, Jr. Its: CAO/Controller Date: August 22, 1995