ASSIGNMENT OF RENTS AND LEASES

     KNOW ALL PERSONS BY THESE PRESENTS, that Towle Real Estate
Company, the court-appointed receiver ("Assignor") of certain real
property in the City of St. Paul, County of Ramsey, State of
Minnesota, legally described on the attached Exhibit A (the
"Property") pursuant to the court's order dated June 9, 1995 and
attached hereto as Exhibit B, hereby assigns, transfers, sets over
and delivers to Angeles Partners 16, a California Limited
Partnership ("Assignee") all of Assignor's right, title and
interest in, to and under (i) those certain leases, including any
and all extensions, modifications and renewals thereof
(collectively, the "Leases") described on attached Exhibit C which
cover or affect the Property, and (ii) all rents, security
deposits, profits and other income or payments of any kind due and
payable or to become due or payable to the Assignor in connection
with the Leases.  

     Assignee hereby assumes and agrees to make all payments and to
perform and keep all promises, covenants and conditions and
agreements of Assignor under the Leases, and releases Assignor from
any and all liability on the Leases which accrues after the date
hereof. 

     IN WITNESS WHEREOF, Assignor and Assignee have executed this
Assignment of Rents and Leases as of this 12th day of June, 1995. 

     ASSIGNOR:           TOWLE REAL ESTATE COMPANY, 
                         AS RECEIVER.

                         By /s/ Pat Skinner
                         Its Property Manager


     ASSIGNEE:           ANGELES PARTNERS 16

                         By__________________________________
                         Its_________________________________