ASSIGNMENT AND ASSUMPTION OF LEASES
                              AND SECURITY DEPOSITS

                         (Per Section 7.2.1.4 and 7.3.2)

      For Ten Dollars ($10.00) and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the undersigned,
ANGELES PARTNERS XIV, a California limited partnership (the "Assignor"), hereby 
transfers, conveys and assigns unto MID-STATES DEVELOPMENT COMPANY, an Ohio
general partnership (the "Assignee"), all of the right, title and interest of
the Assignor in and to all tenant leases currently in force and effect between
the Assignor and tenant s of that certain commercial property (more fully
described on Exhibit A attached hereto) being sold by Assignor to Assignee as of
the date hereof and commonly referred to as Project 47, Dayton Park Center,
located in Montgomery Country, Ohio (the "Leases") and security deposits paid to
Assignor by Tenants under the Leases, as of the date hereof.  A description of
the Leases and the amount of security deposits paid to Assignor pursuant to such
Leases are shown on Exhibit "B" attached hereto and incorporated herein by
reference.

      Assignee hereby assumes the obligations of Assignor under the Leases,
including the obligations with respect to the security deposits being
transferred herein.

      IN WITNESS WHEREOF, the Assignor and Assignee have executed the within
Assignment and Assumption of Leases and Security Deposits effective as of this
22nd day of August, 1995.



MID-STATES DEVELOPMENT COMPANY            ANGELES PARTNERS XIV,
                                          a California limited partnership

By: /s/James M. Miller                    By: Angeles Realty Corporation, 
                                                II, general partner of 
Its General Partner                             Angeles Partners XIV

Date: 8/31/95                             By: /s/Robert D. Long, Jr.           
                                          Its: CAO/Controller               
                                          Date: August 22, 1995