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  ABMD, LTD., an  Ohio limited  liability
company (the "Purchaser") all of the right, title and interest of the Seller  in
and to all of the personal property owned by the Seller and located at, or  used
in connection with the operation of an office building containing  approximately
44, 596 square feet of gross area together with all other buildings, structures,
appurtenances,  landscaping  and  improvements,  located  at  6680  Poe  Avenue,
Vandalia, Ohio and commonly known as Park Center II (the "Property").

     Seller hereby  warrants  and represents  that  it  has good  title  to  the
Property and that the Property is free and clear of all liens and  encumbrances,
except as disclosed by Seller to Purchaser.

     The Property described herein is being  transferred and conveyed by  Seller
to Purchaser in "as is" condition,  with no warranties or representations  being
made by Seller with regard to the physical condition of the Property.

     IN WITNESS  WHEREOF,  the  Seller  has  executed  this  Bill  of  Sale  and
Assignment effective as of this       day of July, 1996.

                         ANGELES PARTNERS XIV, a  California
                         limited partnership

                         By:  ANGELES REALTY CORPORATION II
                              (General Partner)
ATTEST:

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