BILL OF SALE (Project 45)
                               (Per Section 7.2.2)

      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 February 7, 1996, as
amended) owned by the Seller and located at, or used in connection with certain
commercial property being sold by Seller to Purchaser pursuant to said Purchase
Agreement located in Montgomery County, Ohio, which commercial property is more
particularly described on Exhibit A attached hereto and incorporated herein by
reference, and which is commonly referred to as located at 3904 Image Drive,
Vandalia, Ohio.

      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 _____ day of _________________, 1996.

ANGELES PARTNERS XIV, a California
Limited Partnership

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

By:   _________________________________