MULTIFAMILY NOTE

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

      FOR VALUE RECEIVED, the undersigned promises to pay LEHMAN BROTHERS
HOLDINGS INC. d/b/a Lehman Capital, A Division of Lehman Brothers Holdings Inc.,
or order, the principal sum of Six Million Three Hundred Thousand and 00/100
Dollars ($6,300,000.00) with interest on the unpaid principal balance from the
date of this Note, until paid, at the Applicable Interest Rate (defined herein).
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, as follows:

      (i)   payments of interest only commencing on the first day of August,
            1996 and thereafter on the first day of each succeeding calendar
            month up to and including the Maturity Date (defined herein); and

      (ii)  the balance of the aggregate outstanding principal sum and all
            accrued but unpaid interest thereon shall be due and payable on the
            Maturity Date.

      The term "Maturity Date" shall mean September 1, 1996, or any extension
thereof pursuant to the terms of this Note.

      Interest on the principal sum of the Note shall be calculated on the basis
of the actual number of days elapsed in a three hundred sixty (360) day year. 
All payments to Lender under the Note or this Agreement shall be made by wire
transfer of immediately available federal funds.

      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.

      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.

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

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

                                    By:   /s/ Robert D. Long, Jr.               
                                          Name: Robert D. Long, Jr.
                                          Title: Vice-President/CAO

                              

                            CORPORATE ACKNOWLEDGEMENT


State  South Carolina         

County  Greenville      


      I CERTIFY that on July 1, 1996  Robert D. Long, Jr. personally
came before me and this person acknowledged under oath to my satisfaction that
this person signed, sealed and delivered the attached document a VP/CAO of
Angeles Realty Corporation II, a California corporation, the corporation named
in this document; and this document was signed, and made by the corporation as
its voluntary act and deed by virtue of authority from its Board of Directors,
as general partner of Angeles Income Properties, Ltd. II, a California limited
partnership, on behalf of said limited partnership.


                                          /s/ Antoinette M. Wolf               
                                          Printed Name Antoinette M. Wolf
                                          NOTARY PUBLIC, State of  SC           
      [NOTARIAL SEAL]                     Commission No.:                       
                                          My commission expires:  2/25/2004