ASSIGNMENT AND ASSUMPTION OF LEASES AND SECURITY DEPOSITS (PROJECT 41) (PER SECTION 7.1.5)

                          ASSIGNMENT OF PERMITS, ETC.
                                  (PROJECT 41)
                              (PER SECTION 7.1.8)


     ANGELES PARTNERS XIV, a California limited partnership ("Assignor), for Ten
Dollars ($10.00) and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, hereby transfers, assigns and
conveys unto MID-STATES DEVELOPMENT COMPANY, an Ohio general partnership
("Assignee") all of its right, title and interest in and to any and all permits,
licenses and certificates and other authority granted to Assignor related to, or
granted, held or possessed in connection with or arising out of the ownership,
occupation and operation of that certain commercial property being sold to
Assignor to Assignee pursuant to that certain Purchase Agreement dated January
____1998, as assigned, and which is located in Xxxxxx County, Ohio as more fully
described on Exhibit A attached hereto and incorporated by reference herein, to
the full extent that any such permit, license, certificate or authority is
assignable or transferable by Assignor.
     IN WITNESS WHEREOF, the Assignor has executed the within Assignment this
10th day of June, 1998.
                              ANGELES PARTNERS XIV, a California
                              limited partnership

                              By:  Angeles Realty Corporation II,
                                   general partner of Angeles
                                   Partners XIV

                              By: /s/Xxxxxxx X. Xxxxxxx, Xx.
                              Its: President


                     ASSIGNMENT AND ASSUMPTION OF LEASES
                            AND SECURITY DEPOSITS
                                 (PROJECT 41)
                             (PER SECTION 7.1.5)

     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 MID-STATES DEVELOPMENT COMPANY, an Ohio
general partnership (the "Assignee"), all of the right, title and interest of
the Assignor in and to all tenant leases currently in force and effect between
the Assignor and tenants of that certain commercial property (more fully
described on Exhibit A attached hereto) being sold by Assignor to Assignee as of
the date hereof and commonly referred to as located at 0000-0000 Xxxxx Xxxxx,
Xxxxxxxx, Xxxx, (the "Leases") and security deposits paid to Assignor by Tenants
under the Leases.

     Assignee hereby assumes the obligations of Assignor under the Leases,
including the obligations with respect to the security deposits being
transferred herein.

     IN WITNESS WHEREOF, the Assignor and Assignee have executed the within
Assignment and Assumption of Leases and Security Deposits effective as of this
10th day of June, 1998.

MID-STATES DEVELOPMENT                    Angeles Partners XIV
COMPANY                                   a California limited partnership


By: /s/Xxxxxxx Xxxxxxxxx                  By:  Angeles Realty Corporation,  II
Its: General Partner                           General Partner of Angeles
                                               Partners XIV


Date: June 12, 1998                            By: /s/Xxxxxxx X. Xxxxxxx, Xx.
                                               Its: President
                                               Date: June 10, 1998