BILL OF SALE AND ASSIGNMENT


      In consideration for Ten Dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
ANGELES PARTNERS XIV, a California limited partnership (the "Seller") hereby
grants, bargains, sells and conveys to MID-STATES DEVELOPMENT COMPANY, an Ohio
general partnership (the "Purchaser") all of the right, title and interest of
the Seller in and to all of the Personal Property (as defined in that certain
Purchase Agreement between Seller and Purchaser dated March 20, 1995, as
amended) owned by the Seller and located at, or used in connection with certain
commercial property being sold by Seller to Purchaser as of the date hereof
located in Montgomery County, Ohio, which commercial property is more
particularly described on Exhibit A attached hereto and incorporated herein by
reference.

      The personal property referenced herein is being sold and conveyed in "as
is" condition with no warranties or representations of any kind being given by
Seller to Purchaser in connection therewith, including any warranty of
merchantability or fitness for a particular or intended purpose.

      IN WITNESS WHEREOF, the Seller has executed this Bill of Sale and
Assignment effective as of this 22nd day of August, 1995.



                                          ANGELES PARTNERS XIV, a
                                          California limited partnership


                                          By:   Angeles Realty Corporation, II,
                                                General Partner of Angeles 
                                                Partners XIV

                                          By:   /s/Robert D. Long, Jr.         

                                                CAO/Controller