Loan No. 734054653
                                                                       Deercreek

                                MULTIFAMILY NOTE

US $6,300,000.00                                         New York, New York
                                                         As of  November 1, 1996

     FOR VALUE RECEIVED, the undersigned promise to pay LEHMAN BROTHERS HOLDINGS
INC. d/b/a Lehman Capital, A Division of Lehman Brothers Holdings Inc., 3 World
Financial Center, New York, New York 10285, or order, the principal sum of Six
Million Three Hundred Thousand and 00/100 Dollars, with interest on the unpaid
principal balance from the date of this Note, until paid, at the rate of 7.33
percent per annum.  Principal and interest shall be payable at 3 World Financial
Center, New York, New York 10285, or such other place as the holder hereof may
designate in writing, in consecutive monthly installments of Forty-three
Thousand Three Hundred Nineteen and 48/100 Dollars (US $43,319,48) on the first
day of each month beginning December 1, 1996, until the entire indebtedness
evidenced hereby is fully paid, except that any remaining indebtedness, if not
sooner paid, shall be due and payable on November 1, 2003.

     If any installment under this Note is not paid when due, the entire
principal amount outstanding hereunder and accrued interest thereon shall at
once become due and payable, at the option of the holder hereof.  The holder
hereof may exercise this option to accelerate during any default by the
undersigned regardless of any prior forbearance.  In the event of any default in
the payment of this Note, and if the same is referred to an attorney at law for
collection or any action at law or in equity is brought with respect hereto, the
undersigned shall pay the holder hereof all expenses and costs, including, but
not limited to, attorney's fees.

     Prepayments shall be applied against the outstanding principal balance of
this Note and shall not extend or postpone the due date of any subsequent
monthly installments or change the amount of such installments, unless the
holder hereof shall agree otherwise in writing.  The holder hereof may require
that any partial prepayments be made on the date monthly installments are due
and be in the amount of that part of one or more monthly installments which
would be applicable to principal.

     From time to time, without affecting the obligation of the undersigned or
the successors or assigns of the undersigned to pay the outstanding principal
balance of this Note and observe the covenants of the undersigned contained
herein, without affecting the guaranty of any person, corporation, partnership
or other entity for payment of the outstanding principal balance of this Note,
without giving notice to or obtaining the consent of the undersigned, the
successors or assigns of the undersigned or guarantors, and without liability on
the part of the holder hereof, the holder hereof may, at the option of the
holder hereof, extend the time for payment of said outstanding principal balance
or any part thereof, reduce the payments thereon, release anyone liable on any
of said outstanding principal balance, accept a renewal of this Note, modify the
terms and time of payment of said outstanding principal balance, join in any
extension or subordination agreement, release any security given herefor, take
or release other or additional security, and agree in writing with the
undersigned to modify the rate of interest or period of amortization of this
Note or change the amount of the monthly installments payable hereunder.

     Presentment, notice of dishonor, and protest are hereby waived by all
makers, sureties, guarantors and endorsers hereof.  This Note shall be the joint
and several obligation of all makers, sureties, guarantors and endorsers, and
shall be binding upon them and their successors and assigns.

     The indebtedness evidenced by this Note is secured by a Mortgage or Deed of
Trust dated as of the date hereof, and reference is made thereto for rights as
to acceleration of the indebtedness evidenced by this Note.  This Note shall be
governed by the law of the jurisdiction in which the Property subject to the
Mortgage or Deed of Trust is located.

     The undersigned shall pay any installment of principal and/or interest due
hereunder within ten (10) calendar days after such installment of principal
and/or interest is due.  The undersigned shall pay any other installment due
hereunder or due in accordance with the terms of the Mortgage or Deed of Trust
securing this Note, within thirty (30) calendar days of the date such
installment is due.

     IN WITNESS WHEREOF, Borrower has executed this Note or has caused the same
to be executed by its representatives thereunto duly authorized.


                         ANGELES INCOME PROPERTIES, LTD. II,
                         a California limited partnership

                         By:  Angeles Realty Corporation II, a 
                              California corporation, its general 
                              partner



                         By:/s/ William H. Jarrard, Jr.
                                   Name: William H. Jarrard, Jr.
                                   Title: Vice President


                         PAY TO THE ORDER OF FEDERAL HOME LOAN
                         MORTGAGE CORPORATION WITHOUT RECOURSE.
                         This  1st  day of November, 1996.

                         LEHMAN BROTHERS HOLDINGS INC. d/b/a
                         Lehman Capital, A Division of Lehman 
                         Brothers Holdings Inc., a Delaware 
                         corporation


                         By:/s/ Larry J. Kravetz
                              Name:  Larry J. Kravetz
                              Title: Vice President