ASSIGNMENT AND ASSUMPTION OF 
                        SERVICE CONTRACTS


          Angeles Partners 16, a California limited partnership, in
consideration of Ten Dollars ($10.00) and other good and valuable
consideration in hand paid, receipt whereof is hereby acknowledged,
by North Prior, L.L.C., a Delaware limited liability company with
an address of 739 Vandalia, St. Paul, MN  55114 ("Assignee") hereby
assigns unto Assignee its successors and assigns:

          All of Assignor's right, title and interest in and to all
those certain service contracts and all renewals, modifications and
amendments thereof, more particularly described as set forth in
Exhibit B hereto annexed (collectively, the "Service Contracts"),
which Service Contracts concern the maintenance and/or operation of
the parcel of land, together with the buildings and improvements
erected thereon, situate, lying and being in the City of St. Paul,
Ramsey County, Minnesota, commonly known as bounded and described
as more particularly set forth in Exhibit A annexed hereto and made
a part hereof (collectively, the "Premises"), subject to the
covenants, conditions and provisions also mentioned in each of the
said Service Contracts.

          Assignee hereby assumes the performance of all of the
terms, covenants and conditions of the Service Contracts herein
assigned by Assignor to be performed on and after the date hereof
and will well and truly perform all the terms, covenants and
conditions of the Service Contracts herein assigned to be performed
on and after the date hereof, all with full force and effect as if
Assignee had signed the Service Contracts originally as the owner
or managing agent of the Premises named therein with respect to
such period.

     IN WITNESS WHEREOF, this Assignment and Assumption of Service
Contracts has been duly signed and sealed by the parties hereto as
of the 12th day of June, 1995.


                              ASSIGNOR:
                              
                              ANGELES PARTNERS 16,
                              a California limited partnership
                              
                              
                              By:  Angeles Realty Corporation II,
                                   a California corporation,
                                   General Partner

                              
                              
                              By: /s/ Robert D. Long, Jr.
                                  Its: CAO/Controller
                              
                              
                              
                              ASSIGNEE:
                              
                              NORTH PRIOR, L.L.C.
                              a Delaware limited liability company
                              
                              
                              By:  NORTH PRIOR CORPORATION,
                                   a Minnesota corporation,
                                   Chief Manager
                              
                              
                              By: /s/ Gerald L. Trooien
                                 Gerald L. Trooien, President
                           
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                            EXHIBIT A

                       Property Description

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                            EXHIBIT B

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