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

                                  SPACE ABOVE THIS LINE FOR RECORDER'S USE

                                             This instrument was prepared by:

                                              James L. Gregory III, Esq.  
                                              Thacher Proffitt & Wood     
                                              Two World Trade Center      
                                              New York, New York  10048   


                                                                                
                            MULTIFAMILY MORTGAGE,
                ASSIGNMENT OF RENTS AND SECURITY AGREEMENT


      THIS MORTGAGE (herein "Instrument") is made this 1st day of July, 1996,
between the Mortgagor/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"),
and the Mortgagee, 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  10285 (herein "Lender").

      WHEREAS, Borrower is indebted to Lender in the principal sum of Six
Million Three Hundred Thousand Dollars, which indebtedness is evidenced by
Borrower's note dated July 1, 1996 (herein "Note"), providing for monthly
installments of principal and interest, with the balance of the indebtedness, if
not sooner paid, due and payable on September 1, 1996;

      TO SECURE TO LENDER (a) the repayment of the indebtedness evidenced by the
Note, with interest thereon, 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 does hereby mortgage, grant, convey and assign to Lender the following
described property located in Middlesex County, State of New Jersey:



              See Exhibit A attached hereto and made a part hereof.


      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,
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".

      Borrower covenants that Borrower is lawfully seised of the estate hereby
conveyed and has the right to mortgage, 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 generally 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
foreclose this Instrument by judicial proceeding and may invoke 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, attorney's fees, costs of documentary evidence,
abstracts and title reports.

28.   RELEASE.  Upon payment of all sums secured by this Instrument, Lender
shall cancel this Instrument.  Borrower shall pay Lender's reasonable costs
incurred in cancelling this Instrument.

29.   NO CLAIM OF CREDIT FOR TAXES. Borrower will not make or claim credit on or
deduction from the principal or interest on the sums secured by this Instrument
by reason of any municipal or governmental taxes, assessments or charges
assessed upon the Property, nor claim any deduction from the taxable value of
the Property by reason of this Instrument.

30.   FUTURE ADVANCES.  Upon request of Borrower, Lender, at Lender's option so
long as this Instrument secures indebtedness held by Lender, 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 Future Advances secured by this
Instrument, not including sums advanced in accordance herewith to protect the
security of this Instrument, exceed US $6,300,000.00, nor shall such Future
Advances plus the unpaid principal balance of the Note exceed the original
principal amount of the Note (US $630,000.00). 

      IN WITNESS WHEREOF, Borrower has executed this Instrument 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/ Robert D. Long, Jr.              
                                          Name:Robert D. Long, Jr.
                                          Title:Vice-President/CAO



                              

                            CORPORATE ACKNOWLEDGEMENT


State SC

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 as  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