SECURED PROMISSORY NOTE


                                                       Los Angeles, California
$875,000.00                                            as of December 19, 1996


     This Note is entered into pursuant to a Loan Agreement of even date among
Angeles Mortgage Investment Trust, a California Business Trust, Fox Run AP XI
L.P., a South Carolina limited partnership ("Fox Run L.P.") and Angeles Partners
XI, a California limited partnership ("AP XI") and is secured by a Pledge and
Security Agreement ("Security Agreement") of even date encumbering AP XI's
general partnership interest in Princeton Golf Course Joint Venture, a
California general partnership (the "Partnership Collateral").

     FOR VALUE RECEIVED, AP XI promises to pay to the order of Angeles Mortgage
Investment Trust, a California business trust, or its assigns (the "holder"),
the principal sum of Eight Hundred and Seventy-Five Thousand Dollars and No
Cents ($875,000.00) with interest thereon at the rate of 11.25% per annum
commencing on the date hereof and continuing thereafter until the entire balance
due hereunder is paid in full.

     AP XI shall make an interest payment of $3,281.25 to holder on January 1,
1997.  AP XI shall thereafter make payments of principal and interest each in
the amount of $8,498.54 commencing on February 1, 1997, and continuing on the
first date of each month thereafter until the maturity of this Note.
Additionally, AP XI shall immediately upon receipt, pay to holder: (i) any net
proceeds received by AP XI from the sale or refinance of the Partnership
Collateral (after obtaining the written consent of holder in accordance with
paragraph 8 of the Security Agreement up to the then outstanding balance of this
Note), and (ii) all sums due to holder under paragraph 7 of the Security
Agreement.

     AP XI shall pay the entire unpaid principal balance of this Note and all
then accrued and unpaid interest plus any additional sums which may have then
accrued hereunder no later than January 1, 2002.

     Should any sums due hereon or pursuant to the Security Agreement not be
paid when due, said past-due sums shall thereafter bear interest at the highest
non-usurious rate permitted by law, or, if none is applicable, at the rate of
18% per annum (the "Default Rate").

     All payments on this Note shall be applied first to the payment of accrued
but unpaid interest, late charges and fees due hereunder and the remainder
thereof shall be applied to the reduction of the principal balance of this Note.
Any prepayment shall not postpone the due date of any subsequent installment or
change the amount of any such installment unless no other sum is payable hereon.

     Should any payment required to be made under this Note not be paid within
ten days after the same becomes due and payable, it is recognized by AP XI that
the holder will incur extra expenses for the handling of delinquent payments,
the exact amount of such extra expenses being economically impracticable to
ascertain, but that a charge of 6% of the amount of the delinquent payment would
be a fair approximation of the expense so incurred by the holder.  Therefore, AP
XI shall, in such event, without further notice and without prejudice to any
rights of the holder, including, without limitation, the right to collect any
other amounts provided to be paid hereunder or under any instrument securing
this Note or to declare a default hereunder, pay to the holder to cover such
expenses incurred in handling such delinquent payments, a "late charge" of 6% of
the amount of such delinquent payment.

     This Note may be prepaid at any time, either in full or in part, without
penalty.
 
    AP XI hereby waives diligence, presentment, grace, protest and demand, and
also notice of protest, demand, dishonor and nonpayment of this Note, and any
and all moratorium, appraisement, exemption and homestead rights now provided or
which may hereafter be provided by any federal or state statute including, but
not limited to, exemptions provided by or allowed under the United States
Bankruptcy Code, both as to itself personally and as to all of its or their
property, whether real or personal, against the enforcement and collection of
the obligations evidenced by this Note and any and all extensions, renewals and
modifications hereof.  Time is of the essence of each and every provision
herein.

     Upon failure of AP XI to perform or to pay, in full, any obligation of the
undersigned under this Note, or any instrument securing this Note, as and when
such performance or payment shall become due then at the option of the holder,
upon demand but without any advance notice being required, the principal balance
of this Note together with all accrued interest thereon, plus any other amount
payable at the time of such demand pursuant to this Note, or any instrument
securing this Note, shall become immediately due and payable in full or as to
any portion designated by the holder.  Failure to exercise the foregoing option
(or any other right or remedy provided herein, in the Loan Agreement, or in the
Security Agreement, or at law) upon any default of AP XI shall not constitute
waiver of the right to exercise the same or any other option, right, or remedy
at any subsequent time in respect of the same event or any other event of
default, and the undersigned and each endorser and each guarantor hereof hereby
expressly waives the benefit of every statute or rule of law or equity which
would produce a result contrary to or in conflict with the foregoing.

     The acceptance by the holder of any payment hereunder which is less than
payment in full of any amount due and payable by the time of such payment shall
not constitute a waiver of the right to exercise any option, right, or remedy at
that time or at any subsequent time, nor shall it nullify any prior exercise of
any such option, right, or remedy without the express written consent of the
holder.

     All amounts payable hereunder are payable in immediately available U.S.
funds, without set off or deduction.  Any payment received by the holder after
12:00 noon, Pacific Standard Time (or Pacific Daylight Time, when appropriate)
should be considered for all purposes (including the calculation of interest and
late charges) as having been made on the next following day which is not a
Saturday, Sunday, or legal holiday ("business day"); if the date for any payment
hereunder falls on a day which is not a business day, then, for all purposes of
this Note, the same shall be deemed to have fallen on the next following
business day, and such extension of time shall in such case be included in the
computation of payments of interest.

     AP XI agrees to pay all costs of collection when incurred, including all
attorneys' fees and costs incurred by holder to enforce its rights and remedies
hereunder.

     Payments on this Note, as well as any notices to the holder, are to be
mailed or delivered to the holder whose address for this purpose is 340 North
Westlake Boulevard, Suite 230, Westlake Village, California 91362, or to such
other place as the holder may from time to time direct by written notice to AP
XI.

     This Note, made in the State of California, shall be construed according to
the laws of the State of California.  AP XI hereby submits to personal
jurisdiction in said State for the enforcement of the undersigned's obligations
hereunder and under the Security Agreement, and waives any and all personal
rights under the law of any other jurisdiction to object to such personal
jurisdiction within said State of California.  This Note may not be changed
orally but only by an agreement in writing signed by the party against whom such
change is sought to be enforced.

     All agreements between AP XI and the holder are expressly limited so that
in no contingency or event whatsoever, whether by reason of payment of
extension, loan, or commitment fees, of advancement of proceeds, acceleration of
maturity of the unpaid principal balance hereof or otherwise, shall the amount
paid or agreed to be paid to the holder for the use, forbearance or detention of
the principal amount hereof exceed the maximum legal rate permissible under any
law which a court of competent jurisdiction may deem applicable hereto.  If, for
any circumstances whatsoever, fulfillment of any provision of this Note or the
Mortgage at the time performance of such provision shall be due, shall involve
transcending the maximum legal rate of interest prescribed by law which a court
of competent jurisdiction may deem applicable hereto or thereto, then, ipso
facto, the obligation to be fulfilled shall be reduced to the limit of such
maximum rate, and if from any circumstances the holder shall ever receive as
interest an amount which would exceed said maximum legal rate, such amount which
would be excessive interest shall be applied to the reduction of the unpaid
principal balance due hereunder and not to the payment of interest; to the
extent that such excessive amount exceeds the unpaid principal balance hereon,
the holder shall refund it to the undersigned.  In determining whether excessive
interest would be charged hereon, to the extent permitted by applicable law all
sums paid or agreed to be paid to the holder for the use, forbearance, or
detention of the indebtedness evidenced hereby outstanding from time to time
shall be prorated, amortized, allocated and spread from the date of disbursement
of the proceeds of this Note until payment in full of the unpaid principal sum
so that the actual rate of interest on account of such indebtedness is uniform
throughout the term hereof.  This provision shall control every other provision
of all agreements between the undersigned and the holder.

     This Note is guaranteed by Fox Run L.P. and said guarantee is secured by a
mortgage on certain real property owned by Fox Run L.P. and located in Middlesex
County, New Jersey (the "Real Property").  Should: (i) Fox Run L.P. sell, enter
into a contract of sale, convey, transfer, encumber or alienate all or any part
of the Real Property in any manner (other than market rate leases to tenants in
the ordinary course of operating the Real Property or the granting of a
mortgage(s) to GECC simultaneously herewith to secure promissory notes to GECC
aggregating the principal sum of $30,400,000.00; or a transfer to an "affiliate"
of Fox Run L.P. or AP XI within the meaning of 11 U.S.C. & 101(2)), whether
voluntarily or involuntarily by virtue of exercise of power of eminent domain or
pursuant to power of sale or by virtue of destruction or by operation of law or
otherwise, and whether direct or indirect through a transfer of interest in an
entity owning the Real Property legally or beneficially, or grant an option for
any of the foregoing, without receiving the holder's prior written consent
(which the holder may grant or deny in its sole discretion), or (ii) Fox Run
L.P. default in its obligations to GECC which are secured by the Fox Run
Property, or (iii) AP XI or Fox Run L.P. default in their covenants or
obligations to holder under the terms of the Loan Agreement entered into
simultaneously herewith among holder, AP XI and Fox Run L.P. then, in any such
event, at the sole option of the holder, upon demand but without any advance
notice, the entire outstanding principal balance of this Note together with all
accrued interest thereon, plus any other amount then outstanding pursuant to
this Note, the Loan Agreement or the Security Agreement, or any other instrument
securing this Note, shall become immediately due and payable.  AP XI promises to
immediately notify the holder in writing of the occurrence of any transaction or
event which may give rise to the foregoing options of the holder.

     Upon payment in full of (i) the unpaid principal balance of this Note (ii)
all accrued interest hereon, and (iii) all other sums due hereunder or under the
Loan Agreement or the Security Agreement, this Note shall be cancelled and the
Security Agreement shall thereupon cease, terminate and become void, and the
holder shall execute such documents as may be necessary or convenient to
accomplish such effect.

     AP XI and the holder intend that all of the provisions hereof shall be
valid and enforceable as specifically set forth, including, without limitation,
the provision permitting acceleration or change in interest rate upon
alienation.  If any provision hereof is declared to be invalid or unenforceable,
it is the intention of the undersigned and the holder that the remainder of this
document, or, if applicable, the remainder of the invalid or unenforceable
clause, sentence, or paragraph, shall be valid and enforced to the fullest
extent permitted.

     Notwithstanding any other provision herein or in the Loan Agreement or the
Security Agreement, except as hereinafter provided, the general partner in AP XI
shall not have any personal liability hereon, and, in the event of default, the
holder's recourse shall be limited to the property which is the subject of the
Security Agreement (the "Pledged Property") and any other assets of AP XI or Fox
Run L.P. and no deficiency judgment shall be sought or obtained against the
general partner in AP XI.  If AP XI shall default in the full performance of its
obligations hereunder, under the Loan Agreement, or under the Security
Agreement, the first sentence of this paragraph shall not be construed to affect
in any manner the right of the holder to fully enforce all security rights
reserved and granted by the Security Agreement, any rights against Fox Run L.P.
or the Real Property, or any other rights of holder at law or in equity.  It is
provided further that the first sentence of this paragraph shall be void to the
extent it limits recourse to AP XI's general partner in the event of waste,
gross negligence, or willful misconduct of AP XI, Fox Run L.P. or their partners
or affiliates, including without limitation fraud, theft, or willful failure of
AP XI or Fox Run L.P. to keep the Real Property insured, or wrongful
appropriation by Fox Run L.P., AP XI or its partners or affiliates of any
rentals, insurance proceeds, condemnation proceeds or any other sums arising
from the Real Property or the Pledged Property to its own use after the holder
shall be entitled thereto, or any other commission of any wrongful act the
apparent purpose or intent of which is to deprive the holder of any security for
the indebtedness evidenced hereby, and any such event shall subject the
undersigned to all criminal laws and civil remedies for such acts including
civil action for damages.

                              ANGELES PARTNERS XI,
                              a California limited partnership

                                   By:  Angeles Realty Corporation, II,
                                        a California corporation
                                        Its  General Partner

                                   By:/s/ Robert D. Long, Jr.
                                      Its:Vice President