WHEN RECORDED MAIL TO
 
 James L. Gregory III, Esq.
 Thacher Proffitt & Wood
 2 World Trade Center
 New York, New York  10048

                                  SPACE ABOVE THIS LINE FOR RECORDER'S USE


                           MULTIFAMILY DEED OF TRUST,
                   ASSIGNMENT OF RENTS AND SECURITY AGREEMENT
                          COLLATERAL INCLUDES FIXTURES


      THIS DEED OF TRUST (herein "Instrument") is made as of this 1st day of
July, 1996, among the Trustor/Grantor, ANGELES INCOME PROPERTIES, LTD. II, a
California limited partnership whose address is c/o Insignia Financial Group,
Inc., 1 Insignia Financial Plaza, Greenville, South Carolina 29602 (herein
"Borrower"), COMMONWEALTH LAND TITLE INSURANCE COMPANY OF NORTH CAROLINA, as
Trustee (herein "Trustee"), and the Beneficiary, LEHMAN BROTHERS HOLDINGS INC.
d/b/a LEHMAN CAPITAL, A DIVISION OF LEHMAN BROTHERS HOLDINGS INC., a corporation
organized and existing under the laws of Delaware, whose address is Three World
Financial Center, New York, New York (herein "Lender"). 

      BORROWER, in consideration of the indebtedness herein recited and the
trust herein created, irrevocably grants, conveys and assigns to Trustee and
Trustee's successors and assigns, in trust, with power of sale, the following
described property located in Wake County, State of North Carolina:


              See Exhibit A attached hereto and made a part hereof.


      TO HAVE AND TO HOLD unto Trustee and Trustee's successors and assigns,
forever, together with all buildings, improvements, and tenements now or
hereafter erected on the property, and all heretofore or hereafter vacated
alleys and streets abutting the property, and all easements, rights,
appurtenances, rents (subject however to the assignment of rents to Lender
herein), royalties, mineral, oil and gas rights and profits, water, water
rights, and water stock appurtenant to the property, and all fixtures,
machinery, equipment, engines, boilers, incinerators, building materials,
appliances and goods of every nature whatsoever now or hereafter located in, or
on, or used, or intended to be used in connection with the property, including,
but not limited to, those for the purposes of supplying or distributing heating,
cooling, electricity, gas, water, air and light; and all elevators, and related
machinery and equipment, fire prevention and extinguishing apparatus, security
and access control apparatus, plumbing, bath tubs, water heaters, water closets,
sinks, ranges, stoves, refrigerators, dishwashers, disposals, washers, dryers,
awnings, storm windows, storm doors, screens, blinds, shades, curtains and
curtain rods, mirrors, cabinets, panelling, rugs, attached floor coverings,
furniture, pictures, antennas, trees and plants; all of which, including
replacements and additions thereto, shall be deemed to be and remain a part of
the real property covered by this Instrument; and all of the foregoing, together
with said property (or the leasehold estate in the event this Instrument is on a
leasehold) are herein referred to as the "Property".

      TO SECURE TO LENDER (a) the repayment of the indebtedness evidenced by
Borrower's note dated as of July 1, 1996 (herein "Note") in the principal sum of
Six Million Six Hundred Thousand Dollars ($6,600,000.00), with interest thereon,
with the balance of the indebtedness, if not sooner paid, due and payable on
September 1, 1996, and all renewals, extensions and modifications thereof; (b)
the repayment of any future advances, with interest thereon, made by Lender to
Borrower pursuant to paragraph 30 hereof (herein "Future Advances"); (c) the
payment of all other sums, with interest thereon, advanced in accordance
herewith to protect the security of this Instrument; and (d) the performance of
the covenants and agreements of Borrower herein contained.

      Borrower covenants that Borrower is lawfully seised of the estate hereby
conveyed and has the right to grant, convey and assign the Property (and, if
this Instrument is on a leasehold, that the ground lease is in full force and
effect without modification except as noted above and without default on the
part of either lessor or lessee thereunder), that the Property is unencumbered,
and that Borrower will warrant and defend the title to the Property against all
claims and demands, subject to any easements and restrictions listed in a
schedule of exceptions to coverage in any title insurance policy insuring
Lender's interest in the Property.

Non-Uniform Covenants.  Borrower and Lender further covenant and agree as
follows:

27.   ACCELERATION; REMEDIES.  Upon either: (a) any failure by Borrower to
timely make any payment of principal, interest or other sums secured by this
Instrument before the expiration of any applicable grace period, or (b) any
failure by Borrower to observe or perform any other covenant or agreement
contained in this Instrument, which failure is not cured within thirty (30)
calendar days after notice by Lender to Borrower of such failure, then Lender at
Lender's option may declare all of the sums secured by this Instrument to be
immediately due and payable without further demand, and may invoke the power of
sale and any other remedies permitted by applicable law or provided herein.
Lender shall be entitled to collect all costs and expenses incurred in pursuing
such remedies, including, but not limited to, costs of documentary evidence,
abstracts and title reports.

      If Lender invokes the power of sale and if it is determined in a hearing
held in accordance with applicable law that Trustee can proceed to sale, Trustee
shall take such action regarding notice of sale and shall give such additional
notices to Borrower and to other persons as North Carolina law may require. 
After the lapse of such time as may be required by applicable law and after the
publication of the notice of sale, Trustee shall sell the Property according to
the laws of North Carolina.  Trustee may sell the Property at the time and place
and under the terms designated in the notice of sale in one or more parcels and
in such order as Trustee may determine.  Trustee may postpone sale of all or any
parcel of the Property by public announcement at the time and place of any
previously scheduled sale.  Lender or Lender's designee may purchase the
Property at any sale.

      Trustee shall deliver to the purchaser Trustee's deed conveying the
Property so sold without any covenant or warranty, expressed or implied.  The
recitals in the Trustee's deed shall be prima facie evidence of the truth of the
statements made therein.  Trustee shall apply the proceeds of the sale in the
following order: (a) to all costs and expenses of the sale, including, but not
limited to, Trustee's fees of 5% of the gross sale price and costs of title
evidence; (b) to all sums secured by this Instrument in such order as Lender, in
Lender's sole discretion, directs; and (c) the excess, if any, to the person or
persons legally entitled thereto.

28.   RELEASE.  Upon payment of all sums secured by this Instrument, Lender or
Trustee shall cancel this Instrument.  Borrower shall pay the reasonable costs
incurred in cancelling this Instrument.  If Trustee is requested to cancel this
Instrument, all notes evidencing indebtedness secured by this Instrument shall
be surrendered to Trustee.

29.   SUBSTITUTE TRUSTEE.  Lender may from time to time remove Trustee and
appoint a successor trustee to any Trustee appointed hereunder by an instrument
recorded in the county in which this Instrument is recorded. Without conveyance
of the Property, the successor trustee shall succeed to all the title, power and
duties conferred upon the Trustee herein and by applicable law.

30.   FUTURE ADVANCES.  Upon request of Borrower, Lender, at Lender's option
within ten years of the date of this Instrument or any amendment thereto, may
make Future Advances to Borrower.  Such Future Advances, with interest thereon,
shall be secured by this Instrument when evidenced by promissory notes stating
that said notes are secured hereby.  At no time shall the principal amount of
the indebtedness secured by this Instrument, not including sums advanced in
accordance herewith to protect the security of this Instrument, exceed the
original amount of the Note (US $6,600,000.00) plus the additional sum of US
$660,000.00.

                  (remainder of page intentionally left blank)


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

                                    
 ATTEST:                            ANGELES INCOME PROPERTIES, LTD. II, a
                                    California limited partnership
 /s/ Kelly M Buechler                                                 [SEAL]
 Secretary
                                    By:   Angeles Realty Corporation II, a
                                          California corporation, its general
 (Corporate Seal)                         partner
                         
                                          By:    /s/ Robert D. Long, Jr.     
                                                Name:Robert D. Long, Jr.
                                                Title:Vice-President/CAO




                            CORPORATE ACKNOWLEDGEMENT




STATE OF SC

COUNTY OF Greenville


      I, a Notary Public of the County and State aforesaid, certify that Kelly
Buechler, personally appeared before me this day and acknowledged that (s)he is
Assistant Secretary of Angeles Realty Corporation II, a California corporation,
and that by authority duly given and as the act of the corporation in its
capacity as a general partner in and on behalf of Angeles Income Properties,
Ltd. II, a California limited partnership, the foregoing instrument was signed
in its name by its Vice President, sealed with its corporate seal and attested
by (him) (her) as its Assistant Secretary.

      Witness my hand and official stamp or seal, this 1st day of July, 1996.


                                    /s/ Antoinette M. Wolf
                                    Notary Public

My Commission Expires:

2/25/2004
    [NOTARIAL SEAL]