ASSIGNMENT OF PERMITS, ETC.
                                  (Project 52)
                               (Per Section 7.2.7)



      ANGELES PARTNERS XIV, a California limited partnership ("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
("Assignee") all of its right, title and interest in and to any and all permits,
licenses and certificates and other authority granted to Assignor related to, or
granted, held or possessed in connection with or arising out of the ownership,
occupation and operation of that certain commercial property being sold to
Assignor to Assignee pursuant to that certain Purchase Agreement dated
_________________, 1996, as assigned, and which is located in Greene County,
Ohio as more fully described on Exhibit A attached hereto and incorporated by
reference herein, to the full extent that any such permit, license, certificate
or authority is assignable or transferable by Assignor.

      IN WITNESS WHEREOF, the Assignor has executed the within Assignment this
______ day of ______________________, 1996.

                                    ANGELES PARTNERS XIV, a California 
                                    limited partnership

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

                                    By:                                         

                                    Its:                                        



                                    EXHIBIT B
                                     LEASES



            Tenant                              Security Deposit

1.