ASSIGNMENT OF WARRANTIES AND GUARANTEES

     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  ABMD,  LTD., an  Ohio  limited  liability
company, (the "Assignee") all of the  right, title and interest of the  Assignor
in and  to all  warranties and  guarantees currently  in force  and effect  with
respect to that certain office building being sold by Assignor to Assignee as of
the date hereof located  at 6680 Poe Avenue,  Vandalia, Ohio, commonly known  as
Park Center II.

     IN WITNESS  WHEREOF, the  Assignor has  executed the  within Assignment  of
Warranties and Guarantees effective as of this      day of July, 1996.

                         ANGELES PARTNERS XIV, a
                         California limited partnership

                         By:  Angeles Realty Corporation II, a
                              California corporation
                              (General Partner)
ATTEST:


/s/Kelley M. Buechler    By:  /s/Robert D. Long, Jr.
Assistant Secretary
                         Its: Vice President