ASSIGNMENT AND ASSUMPTION OF LEASES
                       AND SECURITY DEPOSITS (Project 52)

                          (Per Section 7.2.4 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 tenants 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 located at 3904 Image Drive,
Vandalia, 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
_______ day of ________________, 1996.


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

By:                                       By:   Angeles Realty Corporation, 
                                                II, general partner of
Its General Partner                             Angeles Partners XIV    
                              
Date:                               

                                          By:                                   
                                          
                                          Its:                                  

                                          Date: