REINSTATEMENT AND MODIFICATION AGREEMENT

                                Loan No. 700144

     THIS REINSTATEMENT AND MODIFICATION AGREEMENT (this "Agreement"), dated as
of December 31, 1997, is made by and between ANGELES PARTNERS XII, a California
limited partnership ("Borrower"); and CHASE MANHATTAN BANK, successor by merger
to Chemical Bank, as Trustee under that certain Pooling and Servicing Agreement
dated November 1, 1993, for Commercial/Multifamily Mortgage Pass-Through
Certificates, Series 1993-1 ("Lender").


                                    RECITALS

     Lender is the owner and holder of a loan from Phoenix Mutual Life Insurance
Company ("Original Lender") to Borrower in the amount of $11,000,000.00 (the
"Loan"), secured by certain property located in the City of Bedford Heights,
Cuyahoga County, Ohio, commonly known as Southpointe Apartments.  The Loan is
evidenced by that certain Ohio Promissory Note, dated June 30, 1989, from
Borrower to the order of Original Lender in the original principal amount of
$11,000,000.00 (the "Note").  The Loan is secured by, among other things, (i)
that certain Mortgage and Security Agreement, dated June 30, 1989, from Borrower
in favor of Original Lender, recorded in Volume 89-3211, page 1, Cuyahoga
County, Ohio records (the "Mortgage"), (ii) those certain UCC Financing
Statements No. 1134666 and 1134667, having Borrower, as Debtor, and Original
Lender, as Secured Party, filed June 30, 1989, in the aforesaid records and by
those certain UCC Financing Statements No. AB0018724 and AB0018725, filed
July 3, 1989, with the Secretary of State of Ohio (the "Financing Statements"),
and (iii) that certain Assignment of Lessor's Interests in Lease(s), dated
June 30, 1989, from Borrower in favor of Original Lender, recorded in
Volume 89-3211, page 35, Cuyahoga County, Ohio, records (the "Assignment of
Leases"). Borrower also indemnified Original Lender with respect to certain
environmental hazards pursuant to that certain Indemnity Agreement, dated as of
July __, 1989 (the "Indemnity;" and the Note, the Mortgage, the Financing
Statements, the Assignment of Leases, the Indemnity and any and all other
documents evidencing, securing or in any matter relating to the Loan are
hereinafter referred to collectively as the "Loan Documents").  The real and
personal property encumbered by the Mortgage, the Assignment of Leases and the
Financing Statements is hereinafter referred to as the "Property."

     Borrower defaulted on the Loan by, among other things, failing to make the
April, May, June, July, August, September and October, 1997, payments on the
Loan when the same became due (the "Payment Defaults").  In addition, Borrower
defaulted under the Loan Documents by failing to pay certain real estate taxes
on the Property when the same became due and payable (the "Taxes Default").
Following the Taxes Default, Lender funded the amount of $22,756.62 as a
protective advance pursuant to the Mortgage (the "Existing Protective Advance")
for the purpose of paying past due real estate taxes on the Property.

     Borrower and Lender have agreed that Borrower will cure the Payment
Defaults and the Taxes Default, that Lender will reinstate the Loan, and that
Borrower and Lender will modify the Loan and the Loan Documents in certain
respects, all on and subject to all of the terms and conditions set forth in
this Agreement and in those certain other documents and instruments listed on
Exhibit "A" attached hereto and made a part hereof (collectively, the
"Modification Documents").


                                   AGREEMENT

     NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) in hand
paid, the mutual covenants herein contained, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Borrower and Lender hereby agree as follows:

     1.   Cure of Defaults.  Borrower acknowledges the occurrence of the Payment
Defaults and the Taxes Default, and covenants and agrees that, simultaneously
with the execution and delivery of this Agreement, (a) Borrower shall cure the
Payment Defaults under the Loan by paying to Lender past due interest in the
total amount of $629,933.36 (the "Cure Amount"), (b) Borrower shall pay
$6,150.00 in attorneys' fees and other expenses incurred by Lender in connection
with the Payment Defaults and the negotiation, execution and delivery of this
Agreement, and (c) Borrower shall cure the Taxes Default by covenanting to repay
the Existing Protective Advance to Lender in accordance with paragraph 5, below.

     2.   Reinstatement of Loan.  By virtue of the payment by Borrower of the
Cure Payment in accordance with this Agreement and the covenants made by
Borrower in this Agreement to repay the Existing Protective Advance, the
existing Payment Defaults and the Taxes Default shall be deemed cured; and
Lender hereby reinstates the Loan and the Loan Documents as of the date of this
Agreement.  Notwithstanding the foregoing, however, nothing in this Agreement
shall be deemed a waiver by Lender of any of Lender's rights and remedies with
respect to any other defaults, "Defaults," events of default or "Events of
Default" which may now or hereafter exist under the Note, the Mortgage or any of
the other Loan Documents, including, without limitation, the right to accelerate
the indebtedness outstanding under the Loan as a result thereof, all of which
rights and remedies are hereby expressly reserved.

     3.   Status of Loan and Loan Documents.  Borrower acknowledges and agrees
(a) that Lender is the owner and holder of the Loan and the Loan Documents, and
(b) that, as of the date of this Agreement and following payment of the Cure
Amount pursuant to paragraph 1, above, (i) the unpaid principal balance of the
Note is $11,000,000.00, (ii) the interest rate presently in effect under the
Note, being the "Revised Rate" defined therein, is 8.59% per annum,
(iii) interest has accrued and remains unpaid under the Note for the month of
December, 1997, through the date of this Agreement, and (iv) the next monthly
payment under the Note becomes due and payable on January 1, 1998.  Borrower
further acknowledges, agrees and reaffirms that the Loan Documents, as
reinstated by this Agreement and as modified by this Agreement and the other
Modification Documents, constitute valid and legally binding obligations of
Borrower and are enforceable against Borrower and the Property in accordance
with their terms.  Borrower further acknowledges and agrees that, except as
expressly provided herein, this Agreement is not intended to be, and shall not
be deemed or construed to be, a waiver or release by Lender of any of Lender's
rights and remedies under the Loan or the Loan Documents, or any of them.

     4.   Capital Improvements.  Borrower warrants and represents to Lender that
during calendar year 1997, Borrower has installed new boilers in the Property at
a cost to Borrower of $69,950, which cost Borrower has already paid in full from
unborrowed funds.  Contemporaneously with the execution and delivery of this
Agreement, Borrower has provided to Lender evidence satisfactory to Lender that
such boilers have been installed and such expense has been paid.  Borrower
further warrants and represents to Lender, and Borrower covenants and agrees,
that between the date of this Agreement and the date which is two (2) years
following the date of this Agreement, Borrower shall invest (from unborrowed
funds of Borrower) an additional $80,050 for capital improvements at the
Property, and shall deliver to Lender evidence satisfactory to Lender that such
improvements have been made and such funds have been invested.  For purposes of
this Agreement, "capital improvements" shall mean physical or structural
additions, alterations, installations or replacements the expenditures for which
would be capital in nature, and shall exclude ordinary maintenance and repair,
routine and scheduled replacements, and the purchase of movables or other
personal property, intangibles, and other items the expenditure for which would
ordinarily be expensed.

     5.   Protective Advances for Real Estate Taxes.

          (a)  Existing Protective Advance.  Borrower acknowledges that Lender
has heretofore funded the Existing Protective Advance directly to the taxing
authorities of Cuyahoga County, Ohio, for the payment of past due real estate
taxes on the Property, and Borrower acknowledges and agrees that such Existing
Protective Advance was duly and validly made by Lender as a protective advance
pursuant to Section 3.1 of the Mortgage, and constitutes indebtedness which is
secured by the Mortgage.  Notwithstanding anything to the contrary in the
Mortgage, Lender and Borrower have agreed that interest shall accrue on the
Existing Protective Advance at the rate of 9% per annum from the date of the
Existing Protective Advance until full repayment.  Simultaneously with the
execution and delivery of this Agreement, Borrower shall pay to Lender the sum
of $1,897.57, which sum is comprised of (i) the interest having accrued on the
Existing Protective Advance at the rate of 9% per annum from July 8, 1997,
through and including August 31, 1997, and (ii) an amount equal to three (3)
times the "Protective Advances Installment Amount" (defined in paragraph 5(d),
below) calculated as of October 1, 1997.  In addition, Borrower covenants and
agrees that on the first day of each calendar month hereafter, beginning
November 1, 1997, and continuing through and including January 1, 2002, Borrower
shall pay to Lender (in addition to all other payments due to Lender under the
Loan Documents) a payment in an amount equal to the "Protective Advances
Installment Amount" (defined in paragraph 5(d), below) calculated as of such
payment date.

          (b)  Additional Protective Advances.  Borrower has represented to
Lender that Borrower may not have sufficient funds to pay future real estate
taxes which will come due on the Property as and when the same become due.
Lender agrees that in the event Borrower cannot make any such payment in full
when due, Lender will make an additional protective advance (an "Additional
Protective Advance") under the Mortgage sufficient to cause such payment to be
made in full, provided, however, (i) that Lender shall not be obligated to
advance in the aggregate more than $157,243.38 in Additional Protective Advances
pursuant to this paragraph 5(b), (ii) that Lender shall not be obligated to make
any Additional Protective Advance if any default shall hereafter occur under
this Agreement or any of the other Loan Documents, (iii) that Borrower shall
comply with the advances request procedures set forth below, and (iv) that
Borrower shall repay any and all Additional Protective Advances, with interest,
in the manner provided in paragraph 5(d), below.  In the event that Borrower
believes that Borrower will not be able to make any real estate tax payment
which hereafter becomes due on the Property, Borrower shall deliver to Lender at
least sixty (60) days prior to the date on which such payment is to become due
(a "Due Date") a copy of the tax bill showing the amount and Due Date of such
payment, together with a written request by Borrower that Lender make an
Additional Protective Advance, which request shall state the amount that
Borrower will be able to pay (the "Borrower's Share") and the amount of the
requested Additional Protective Advance.  Provided that such requested
Additional Protective Advance, if made, would not cause the sum of all
Additional Protective Advances made by Lender to exceed $157,243.38 (the
"Protective Advances Limit"), Lender shall, upon receipt by Lender from Borrower
of the Borrower's Share in cash, cashier's check or wired funds at least fifteen
(15) business days prior to the Due Date, make the requested Additional
Protective Advance and cause the subject taxes to be paid in full on or before
the Due Date.  Lender acknowledges that Borrower's failure to pay real estate
taxes on the Property shall not constitute a default under the Loan Documents,
provided Borrower requests Additional Protective Advances in accordance with the
terms of this paragraph 5(b).  Borrower acknowledges and agrees, however, that
from and after such time, if any, as Lender has advanced Additional Protective
Advances in an aggregate amount equaling or exceeding the Protective Advances
Limit, Borrower's failure to pay real estate taxes on the Property as and when
the same become due and payable strictly in accordance with the terms of the
Mortgage shall be an Event of Default under the terms of the Mortgage.

          (c)  Interest on Protective Advances.  Borrower and Lender acknowledge
and agree that the "Interest Rate for Advances" (as such term is defined in the
Mortgage) is and shall be 9% per annum, and, accordingly, the Existing
Protective Advance and any and all Additional Protective Advances made by Lender
to or for the benefit of Borrower pursuant to this Agreement shall accrue
interest daily at such rate.  Borrower further acknowledges and agrees that such
advances and all of such interest accruing thereon shall constitute indebtedness
under the Loan Documents, shall be secured by the Mortgage, and, following the
occurrence of a default under the Loan Documents, may be accelerated by Lender
together with all other indebtedness outstanding under the Loan Documents.

          (d)  Repayment of  Protective Advances.  Borrower covenants and agrees
that beginning on October 1, 1997, and continuing on the first day of each
calendar month thereafter through and including January 1, 2002, Borrower shall
pay to Lender, in addition to all other payments due under the Loan Documents,
an amount equal to the "Protective Advances Installment Amount" (defined below)
calculated as of the date of such payment.  For purposes of this Agreement, the
"Protective Advances Installment Amount" as of a particular date shall mean the
amount of the constant monthly payment which would fully amortize the
"Protective Advances Balance" (defined below) as of such date over the number of
full calendar months remaining between such date and January 1, 2002, at an
interest rate of 9% per annum.  The "Protective Advances Balance" as of a
particular date shall mean the sum of the Existing Protective Advance and all
Additional Protective Advances theretofore made by Lender, minus the sum of the
principal portions of all of such advances that have theretofore been repaid to
Lender prior to the last date, if any, upon which Lender has made an Additional
Protective Advance.  Within thirty (30) days following the date of any
Additional Protective Advance by Lender, Lender shall deliver to Borrower a
recalculation of the Protective Advances Balance, the Protective Advances
Installment Amount, and the new amortization schedule corresponding thereto.

          (e)  Tax and Assessments Escrow.  Lender agrees that, notwithstanding
any provision of the Loan Documents to the contrary, Borrower shall not be
obligated to make monthly payments to Lender to fund a real estate taxes and
assessments escrow account until the earliest to occur of the following dates:
(i) the date upon which any default occurs under this Agreement or any of the
other Loan Documents, or (ii) the earliest date upon which Lender has funded
Additional Protective Advances in the aggregate equaling or exceeding the
Protective Advances Limit, or (iii) the date which is two (2) years following
the date of this Agreement.  From and after the earliest to occur of such dates,
Borrower shall be obligated to make monthly payments to Lender to fund a real
estate taxes and assessments account, strictly in accordance with the terms of
the Loan Documents.

      6.  Modifications of Loan Documents.

          (a)  Modification of Note.  Borrower and Lender agree that the Note
shall be modified and amended, and is hereby modified and amended, by deleting
the words "July 1, 1999" from the first paragraph of the Note in each instance
in which they appear, and by substituting in lieu thereof in each such instance
the words "January 1, 2002."  An intended effect of this modification and
amendment is to extend the scheduled maturity date of the Note to January 1,
2002.  Borrower and Lender further agree that all of the other Loan Documents
shall be modified and amended, and are hereby modified and amended, so that from
and after the date of this Agreement any reference in any such other Loan
Document to the Note shall be deemed a reference to the Note as modified and
amended by this Agreement.

          (b)  Other Modification Documents.  Simultaneously with the execution
and delivery of this Agreement, Borrower and Lender have executed and delivered
the other Modification Documents listed on Exhibit "A" attached hereto and made
a part hereof, which modify the Loan Documents in certain respects.

          (c)  Defaults Under This Agreement.  Borrower acknowledges and agrees
that this Agreement shall constitute one of the Loan Documents, and that any
breach by Borrower of Borrower's warranties or representations in this Agreement
and any default by Borrower under any of Borrower's obligations in this
Agreement shall constitute a default hereunder and under the Note, and an "Event
of Default" under the Mortgage.

          (d)  Terminated Escrow Agreement.  Borrower and Lender hereby
acknowledge and agree that that certain Escrow Agreement dated June 30, 1989,
among Borrower, Prior Lender and W. Lyman Case & Company has been terminated and
is of no further force or effect, that no amounts remain escrowed thereunder,
and that no party has any further obligations thereunder or with respect
thereto.

     7.   Management; Management Fees.  Borrower represents to Lender that
Insignia Residential Group, L.P. (the "Management Company") is presently
managing the Property pursuant to that certain Management Agreement, dated
November 25, 1992 (the "Management Agreement").  Borrower represents to and
covenants and agrees with Lender that, notwithstanding anything to the contrary
in the Management Agreement or in any subsequent management agreement or other
agreement (written or oral), Borrower shall not pay to the Management Company or
to any other manager or management company in or with respect to any calendar
month management fees in excess of three percent (3%) of gross revenues from the
operation of the Property in such calendar month, without the prior written
consent of Lender.

     8.   Release of Lender.  Borrower, for itself, its successors and assigns,
does hereby remise, release, acquit, waive, satisfy and forever discharge Lender
from and with respect to any and all manner of debts, accountings, bonds,
warranties, representations, covenants, promises, contracts, controversies,
agreements, liabilities, obligations, expenses, damages, judgments, executions,
objections, defenses, setoffs, actions, claims, demands and causes of action of
any nature whatsoever, whether at law or in equity, whether known or unknown,
either now accrued or hereafter maturing, which Borrower now has or hereafter
can, shall or may have by reason of any matter, cause or thing, from the
beginning of the world to and including the date of this Agreement, including
specifically, but without limitation, matters arising out of or relating to the
Loan, the Loan Documents or the indebtedness evidenced and secured thereby, the
Property or the development, financing and operation thereof, or any other
agreement or transaction between Borrower and Lender; and Borrower for itself,
its successors and assigns, does hereby covenant and agree never to institute or
cause to be instituted or continue prosecution of any suit or other form of
action or proceeding of any kind or nature whatsoever against Lender by reason
of or in connection with any of the foregoing matters, claims or causes of
action.  Lender acknowledges and agrees that the foregoing release and covenant
not to sue does not apply to any claims or causes of action arising out of or
resulting from any breach by Lender of any of Lender's obligations under this
Agreement.

     9.   Cooperation With Lender Following Default.  Borrower acknowledges,
represents, reaffirms, covenants and agrees that, following the occurrence of
any default hereunder or under the Note, or any "Event of Default" under the
Mortgage:

          (a)  Covenant of Non-Interference.  Borrower shall not take any action
of any kind or nature whatsoever, either directly or indirectly, to oppose,
impede, obstruct, hinder, enjoin or otherwise interfere with the exercise by
Lender of any of Lender's rights and remedies against or with respect to the
Property, or any other rights or remedies of Lender with respect to the Loan,
this Agreement, or any of the other Loan Documents.

          (b)  Consent to Receiver.  If Lender elects to seek the appointment of
a receiver for the Property, Borrower shall consent to such appointment and
shall otherwise use Borrower's best efforts to cooperate with Lender's attempt
to obtain such receiver.  Following the appointment of any such receiver,
Borrower shall cooperate with Lender and such receiver in effecting a smooth and
efficient transition of possession and operation of the Property to the
receiver.  Specifically, but without limitation of the foregoing, Borrower shall
deliver to any such receiver the originals of all tenant leases, plans,
specifications, books, records, and other items relating to ownership and
operation of the Property which are in the possession or control of Borrower,
and shall deliver to such receiver all sums then held by Borrower which were
generated from, or with respect to, the Property (including, without limitation,
all tenant security deposits) and shall thereafter deliver to such receiver,
promptly upon receipt thereof, any income or other proceeds relating in any way
to the Property which may thereafter come into the possession of Borrower.  This
paragraph 9(b) shall be in addition to, and not in lieu of, Lender's rights
under Section 6.6 of the Mortgage.

          (c)  Cooperation with Foreclosure.  In the event Lender elects to
institute foreclosure proceedings with respect to the Property, Borrower shall
use Borrower's reasonable efforts to cooperate with Lender in such proceedings,
and shall use Borrower's reasonable efforts to cooperate with Lender and any
third-party purchaser at any foreclosure sale resulting therefrom, to effect a
smooth and efficient transition of possession of the Property to the successful
purchaser at such sale, as of the date of such sale.  Specifically, but without
limitation of the foregoing, Borrower shall deliver to Lender all cash and cash
deposits held by or on behalf of Borrower as of the date of such sale, together
with a cash payment equal in amount to all other gross income, if any,
theretofore received by Borrower from or on account of the Property and not
theretofore expended by Borrower in connection with the ownership, operation and
protection of the Property or paid to Lender or any receiver of the Property,
and shall deliver to such purchaser at such sale the originals of all tenant
leases, plans, specifications, books, records and other items relating to the
Property which are in the possession of Borrower.

     10.  Bankruptcy.  Borrower warrants and represents to Lender, and covenants
and agrees with Lender, as follows:

          (a)  No Bankruptcy Intent.  Borrower warrants and represents to Lender
that Borrower does not have any intent (i) to file any voluntary petition in
bankruptcy under any Chapter of the United States Bankruptcy Code, Title 11
U.S.C.A. (the "Bankruptcy Code") or in any manner to seek relief, protection,
reorganization, liquidation, dissolution or similar relief for debtors under any
local, state, federal or other insolvency laws or laws providing for relief of
debtors, or in equity, either at the present time, or at any time hereafter, or
(ii) directly or indirectly to cause any involuntary petition under any Chapter
of the Bankruptcy Code to be filed against Borrower or directly or indirectly to
cause Borrower to become the subject of any proceedings pursuant to local,
state, federal, or other insolvency laws or laws providing for relief of
debtors, or in equity, either at the present time, or at any time hereafter, or
(iii) directly or indirectly to cause the Property or any portion thereof or any
interest of Borrower in the Property to become the property of any bankruptcy
estate or the subject of any local, state, federal or other bankruptcy,
dissolution, liquidation or insolvency proceedings, either at the present time
or at any time hereafter.

          (b)  If a Bankruptcy Occurs.  Borrower covenants and agrees that, in
the event Borrower or the Property, or any portion thereof, shall be or become
the subject of any bankruptcy proceeding or the property of any bankruptcy
estate, Lender shall be entitled to obtain upon ex parte application therefor,
and without further notice or action of any kind or nature whatsoever, (i) an
order from the Bankruptcy Court prohibiting the use of Lender's "cash
collateral" (as such term is defined in Section 363 of the Bankruptcy Code) in
connection with the Loan, and (ii) an order from the Bankruptcy Court granting
immediate relief from the automatic stay pursuant to Section 362 of the
Bankruptcy Code so as to permit Lender to exercise all of its rights and
remedies pursuant to this Agreement, the other Loan Documents, and at law and in
equity.  Borrower further covenants not to directly or indirectly oppose or
otherwise defend against Lender's effort to obtain relief from the stay and
covenants and agrees that Lender shall be entitled to the lifting of the stay
without the necessity of an evidentiary hearing and without the necessity of
requirement that Lender establish or prove the value of the Property, the lack
of adequate protection of Lender's interest in the Property, the lack of any
reasonable prospect of reorganization with respect either to Borrower or the
Property, or Borrower's lack of equity in the Property.

     11.  Governing Law.  This Agreement is made pursuant to, and shall be
construed under and governed by, the laws of the State of Ohio, except to the
extent that the applicability of any such laws may now or hereafter be preempted
by Federal law, in which case such Federal law shall so govern and be
controlling.  If any paragraph, clause or provision of this Agreement is
construed or interpreted by a court of competent jurisdiction to be void,
invalid or unenforceable, such decision shall affect only those paragraphs,
clauses or provisions so construed or interpreted and shall not affect the
remaining paragraphs, clauses and provisions of this Agreement.

     12.  No Admissions, Waivers or Limitation of Remedies.  Borrower expressly
acknowledges and agrees that the waivers, estoppels and releases made by
Borrower in this Agreement shall not be construed as an admission of wrongdoing,
liability or culpability on the part of Lender, or as an admission by Lender of
the existence of any claims of Borrower against Lender.  Except as specifically
and expressly set forth in this Agreement and the other Modification Documents,
nothing contained in this Agreement or the other Modification Documents shall
constitute a waiver of any rights or remedies of Lender under the Loan Documents
or at law or in equity.  No delay or failure on the part of any party hereto or
to any of the other Modification Documents in the exercise of any right or
remedy hereunder or thereunder shall operate as a waiver thereof, and no single
or partial exercise of any right or remedy hereunder or thereunder shall
preclude other or further exercise thereof or the exercise of any other right or
remedy.  No action or forbearance by any party contrary to the provisions of
this Agreement or of any of the other Modification Documents shall be construed
to constitute a waiver of any of the express provisions hereof or thereof.  Any
party may in writing expressly waive any of such party's rights under this
Agreement or under any of the other Modification Documents without invalidating
this Agreement or any of the other Modification Documents or any portion hereof
or thereof.  No right, power or remedy conferred upon or reserved to or by
Lender in this Agreement is intended to be exclusive of any other right, power
or remedy conferred upon or reserved to or by Lender hereunder, under the other
Modification Documents, or under the Loan Documents or at law or in equity, but
each and every remedy shall be cumulative and concurrent, and shall be in
addition to each and every other right, power and remedy given hereunder, under
the other Modification Documents, under the Loan Documents or now or hereafter
existing at law or in equity.

     13.  Notices.  Borrower and Lender acknowledge and agree that, as of the
date of this Agreement, the addresses for notices under the Loan Documents,
subject to change as provided in the Loan Documents, are as follows:

                        Chase Manhattan Bank, as Trustee
                        c/o Phoenix Home Life Mutual Insurance Company
                        38 Prospect Street
                        Hartford, CT 06103

and, if given to Borrower, must be addressed as follows, subject to change as
provided hereinabove:

                        P.O. Box 1089
                        Greenville, SC  29602
                        Attn: Asset Management Department


      14.    WAIVER OF TRIAL BY JURY.  AS PART OF THE CONSIDERATION FOR NEW
VALUE THIS DAY GIVEN BY LENDER AND RECEIVED BY BORROWER, BORROWER HEREBY
EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR
COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OF
THE OTHER MODIFICATION DOCUMENTS OR THE LOAN DOCUMENTS.

      15.    Future Negotiations.  Borrower acknowledges and agrees that
(i) Lender has no obligation whatsoever to discuss, negotiate or to agree to any
restructuring of the Loan, or any  modification, amendment, restructuring or
reinstatement of the Loan Documents or to forbear from exercising its rights and
remedies under the Loan Documents; (ii) that if there are any future discussions
among Lender and Borrower concerning any such restructuring, modification,
amendment or reinstatement, then no restructuring, modification, amendment,
reinstatement, compromise, settlement, agreement or understanding with respect
to the Loan, the Loan Documents, the Property or any aspect thereof, shall
constitute a legally binding agreement or contract or have any force or effect
whatsoever unless and until reduced to writing and signed by authorized
representatives of the parties hereto, and that none of the parties hereto shall
assert or claim in any legal proceedings or otherwise that any such agreement
exists except in accordance with the terms of this section.

      16.    Modifications.  The terms of this Agreement and the other
Modification Documents and the Loan Documents may not be changed, modified,
waived, discharged or terminated orally, but only by an instrument or
instruments in writing, signed by the party against whom the enforcement of the
change, modification, waiver, discharge or termination is asserted.

      17.    Miscellaneous.  In this Agreement, the singular includes the plural
and the plural includes the singular.  The headings of the paragraphs and
sections of this Agreement are for the convenience of reference only, are not to
be considered a part hereof, and shall not limit or otherwise affect any of the
terms hereof or thereof. This Agreement shall not in any respect be interpreted,
deemed or construed as making Lender a partner or joint venturer with Borrower,
nor shall it be interpreted, deemed or construed as making Lender the agent or
representative of Borrower.  In no event shall Lender be liable for debts or
claims accruing or arising against the Borrower.  The relationship of Lender to
Borrower is that of "lender" and "borrower."  Time is of the essence of this
Agreement.  This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original, and all such counterparts together shall
constitute one and the same instruments.  This Agreement applies to, inures to
the benefit of, and binds Borrower and Lender and their respective heirs,
legatees, devisees, administrators, executors, successors and assigns.  Except
as expressly herein provided, the covenants, acknowledgments, representations,
agreements and obligations contained in this Agreement shall survive the
consummation of the transactions contemplated by this Agreement.

      IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.


                              BORROWER:

                              ANGELES PARTNERS XII, a
                              California limited partnership

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

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

                                    (CORPORATE SEAL)


                              LENDER:

                              CHASE MANHATTAN BANK, successor by merger to
                              Chemical Bank, As Trustee under that certain
                              Pooling and Servicing Agreement dated November 1,
                              1993, for Commercial/Multifamily Mortgage Pass-
                              Through Certificates, Series 1993-1

                              By:  Lennar Partner, Inc., a Florida corporation,
                                   as attorney-in-fact

                                   By:  /s/ Ronald E. Schrager
                                   Title: Vice President

                                   (CORPORATE SEAL)


                                   EXHIBIT A

                         LIST OF MODIFICATION DOCUMENTS



      The Modification Documents are the following documents and instruments,
all dated of even date with this Agreement:

      1.     This Agreement

      2.     Modification of Mortgage and Security Agreement and Assignment of 
             Lessor's Interest in Lease(s), between Borrower and Lender

      3.     Closing Statement, between Borrower and Lender





                              CONSENT AND JOINDER


      The undersigned Insignia Residential Group, L.P., being the "Management
Company" referenced in paragraph 7 of the Reinstatement and Modification
Agreement to which this Consent and Joinder is attached, hereby executes and
delivers this Consent and Joinder and joins in said Reinstatement and
Modification Agreement for the purpose of consenting to and agreeing to be bound
by the provisions of said paragraph 7 of said Reinstatement and Modification
Agreement, and solely for such purpose.

                                    INSIGNIA RESIDENTIAL GROUP, L.P.
                                    By:  Insignia Residential Corporation

                                    By:     /s/  John Lines
                                            Title:  Vice President & Secretary

                                            December 31, 1997