BILL OF SALE AND ASSIGNMENT


      This Bill of Sale and Assignment made this as of the 31st day of October,
1995, by Angeles Income Properties, Ltd. V, a California limited partnership
("AIP"), in favor of Angeles Mortgage Investment Trust, a California business
trust ("AMIT").

      In consideration of $1.00 and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, AIP sells, conveys and
assigns to AMIT the following described property located at or related to that
certain shopping center known as University Center Phase I and II situated on
certain real property legally described on Exhibit A attached hereto (the "Real
Estate"), which property is more particularly described as follows:

      1.    All equipment, furniture, fixtures, vehicles, maintenance equipment,
cleaning supplies, improvements, building supplies and materials and personal
property owned by AIP now or hereafter attached to, located in, placed in or
necessary to the use, operation, or maintenance of the Real Estate, all plans,
specifications and drawings relating to the Real Estate or improvements thereon,
as well as all renewals, replacements, proceeds, additions, accessories,
increases, parts, fittings, insurance payments, awards and substitutes thereof.

      2.    All rents, issues, income, revenues, receipts, fees and profits now
due or which may hereafter become due under or by virtue of any lease, license,
sublease, contract or other kind of occupancy agreement, whether written or
verbal, for the use or occupancy of the Real Estate or any part thereof,
together with all security therefor and all monies payable thereunder, and all
books and records which contain information pertaining to payments made
thereunder or as security therefore.

      3.    All awards, compensation or settlement proceeds made by any
government or lawful authorities for the threatened or actual taking or damaging
by eminent domain the whole or any part of the Real Estate.

      4.    All right, title and interest of AIP in and to any licenses,
permits, regulatory approvals and government authorizations arising from, issued
in connection with or anyway related to the use, occupancy, operation,
maintenance or security of the Real Estate, together with all replacements,
additions, substitutions and renewals thereof, which may be assigned pursuant to
agreement or law.

      5.    All accounts receivable, chattel paper, general intangibles,
instruments, and all proceeds therefrom, whether cash or non cash, derived by
AIP from the use, occupancy or operation of the Real Estate, including without
limitation, all third party payments, contract rights and rights to payments
arising out of the operation of the improvements located on the Real Estate.

      AIP represents and warrants that it is the sole owner of and has good
right and lawful authority to sell, transfer, assign and convey the property
described herein, subject to any and all liens and encumbrances of record, and
will defend the title thereto against all claims and demands of any persons or
entities claiming the same from or through AIP.

      AMIT hereby agrees to assume the responsibilities and obligations of AIP
which arise or accrue after the date hereof under those contracts specifically
described on Exhibit B attached hereto.  Except for those contracts so assumed
by AMIT, it is understood and agreed that the assignment of any other contracts
or other rights hereunder may be rejected by AMIT at any time, and if any such
rejection of any such rights or contracts is made by AMIT, it shall be deemed as
though no such assignment of such rejected contracts or rights had been made by
AIP to AMIT.  It is expressly understood and agreed that AMIT shall have no
liability or obligation to perform or discharge any obligation, duty or
liability under any contract, lease, sublease, license, permit or agreement
described herein.

Date:  As of October 31, 1995             ANGELES INCOME PROPERTIES,
                                          LTD. V, a California limited
                                          partnership


                                          By:   ANGELES REALTY CORPORATION 
                                                II, a California
                                                corporation, general
                                                partner


                                                By: /s/ Robert D. Long, Jr. 
                                                Its: CAO/Controller         

STATE OF SOUTH CAROLINA )
                        )     ss:
COUNTY OF GREENVILLE    )

      The foregoing instrument was acknowledged before me this 14th day of
November, 1995, by Robert D. Long, Jr. the CAO/Controller of Angeles Realty
Corporation II, a California corporation, general partner of Angeles Income
Properties, Ltd. V, a limited partnership under the laws of California, on
behalf of the limited partnership.

                                    /s/ Antoinette M. Wolf
                                    Notary Public




                                    EXHIBIT A





      Lots 4, 5, 6, 7 and 8, Block 3, University Industrial Park, Anoka County,
Minnesota.