ASSIGNMENT AND ASSUMPTION OF LEASES AND SUBLEASES

     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 tenant leases and subleases currently in force and effect  between
the Assignor and tenants of 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,  a  brief description  of which  leases  and
subleases is set forth on Exhibit "A" attached hereto and incorporated herein by
reference (the "Leases/Subleases").

     Assignee  hereby   assumes   the   obligations  of   Assignor   under   the
Leases/Subleases being transferred herein.

     IN WITNESS  WHEREOF, the  Assignor and  Assignee have  executed the  within
Assignment and Assumption of Leases and Subleases effective as of this       day
of July, 1996.
                         ASSIGNOR:
                         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.
                         Its: Vice President


                         ASSIGNEE:

                         ABMD, LTD., an Ohio limited liability company

                         By: