AGREEMENT FOR DEED IN LIEU OF FORECLOSURE


     This AGREEMENT FOR DEED IN LIEU OF FORECLOSURE (this "Agreement") is made
as of January 30, 1998 by and between ANGELES PARTNERS 16, a California limited
partnership ("AP16"), ANGELES REALTY CORPORATION II, a California corporation
("ARC"), and ANGELES MORTGAGE INVESTMENT TRUST, a California business trust
("AMIT").

                                   RECITALS

     A.   ARC is the sole general partner of AP16.

     B.   AP16 is indebted to AMIT pursuant to those certain two Promissory
Notes currently held by AMIT which were originally issued in favor of Stephen E.
Haight, both dated May 20, 1986, in the original principal amounts of $400,000
and $375,000, respectively, as amended by that certain Note and Mortgage
Modification Agreement dated July 14, 1993 (collectively, as amended, the
"Notes").

     C.   AMIT is the holder of a certain Subordinated Mortgage and Assignment
of Rents in the original principal amount of $775,000 dated May 20, 1986, filed
December 17, 1987, in the office of the Ramsey County Registrar of Titles as
Document No. 857307, as amended by that certain Note and Mortgage Modification
Agreement filed on August 16, 1993 as Document No. 1023847 in said office (as
amended, the "Mortgage"), which Mortgage secures the payment of the Notes.

     D.   The Mortgage constitutes a second lien against certain improved real
property located in Ramsey County, Minnesota, legally described as follows:

               As set forth on Exhibit A attached hereto,
(the "Property"), which Property is commonly known and referred to as Silver
Ridge Apartments, located at 2330 Stillwater Avenue, Maplewood, Minnesota 55119.

     E.   AP16 has and asserts no offsets, counter claims or defenses to the
indebtedness evidenced by the Notes and the Mortgage, each of which are valid
obligations of AP16, and which Notes are currently due and payable in full.

     F.   The total amount outstanding on the Notes and Mortgage as of the date
hereof is $396,832.19, computed as follows:

      Principal                                   $375,000.00
      Accrued Interest to 1/30/98                    3,082.19
      Late Charge                                   18,750.00
                                       Total      $396,832.19

     G.   In accordance with the terms and provisions of the Notes and Mortgage,
which are currently in default, AMIT has demanded that AP16 convey to AMIT by
limited warranty deed, bill of sale, and other appropriate assignments and
instruments, all of the AP16's right, title and interest, in and to the
Property, related personal property, the name Silver Ridge Apartments (and
derivatives) and all claims, causes of action, contract rights and other general
intangibles related to the Property, in exchange for which AMIT will release
AP16 from liability on the Notes and Mortgage, and AMIT has agreed to do so on
the terms and subject to the conditions hereinafter set forth.


                                  AGREEMENTS

     NOW, THEREFORE, in consideration of the premises and the agreements,
covenants, representations and warranties contained herein and in any other
documents delivered hereunder, and for one dollar and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

     1.   Recitals.  The information contained in the recitals set forth above
is true and correct in all respects and accurately sets forth the facts and
circumstances under which this Agreement has been executed.  The recitals are a
part of this Agreement and incorporated herein by reference.

     2.   Delivery of Documents.  On or prior to the date hereof, AP16 has
delivered or caused to be delivered to AMIT, as the case may be, all of the
following documents dated such date and in form and substance satisfactory to
AMIT, all duly executed and delivered by all appropriate parties:

          2.1  A limited warranty deed (the "Deed") conveying the Property to
     AMIT subject only to the matters set forth in Exhibit B hereto (the
     "Permitted Encumbrances") with non-merger language acceptable to AMIT.

          2.2  A bill of sale and assignment (the "Bill of Sale") conveying to
     AMIT all tangible and intangible personal property on or related to the
     Property and, if any, all warranties and any claims under warranties with
     respect to the real and personal property together with any and all
     certificates of title pertaining to such personal property required by law
     to be registered or certificated.

          2.3  An executed assignment of leases (the "Lease Assignment")
     conveying to AMIT all leases pertaining to the Property and, if any, all
     guaranties of such leases and all of AP16's rights under the leases and
     guaranties, and all security deposits related thereto and interest thereon.

          2.4  Owner's duplicate certificate of title no. 335310 covering the
     Property.

          2.5  A commitment for an ALTA owner's policy of title insurance issued
     by Commonwealth Land Title Insurance Company ("Title") in favor of AMIT
     covering the Property in form and substance acceptable to AMIT whereby
     Title commits to issue its owner's policy of title insurance in favor of
     AMIT, which policy will be free from all standard exceptions and all other
     exceptions except for the Permitted Encumbrances and other exceptions
     specifically approved by AMIT.  AMIT shall be responsible for payment for
     this title commitment and any premiums for the final title insurance
     policy.

          2.6  An as-built survey of the Property, if in the possession of AP16
     or its agents.

          2.7  A complete set of as-built plans and specifications for the
     improvements on the Property (the "Existing Plans"), together with all
     proposed plans and specifications (including detailed proposed site plans)
     for proposed changes to the Property (the "Proposed Plans"), if in the
     possession of AP16 or its agents.  The Existing Plans and Proposed Plans
     all being assigned to AMIT pursuant to the Bill of Sale.

          2.8  Copies of all certificates of occupancy, permits and licenses
     pertaining to the Property and available in the records of AP16 or its
     agents.

          2.9  Copies of all appraisals related to the Property available in the
     records of AP16 or its agents.

          2.10 Copies of any and all soil tests, engineering studies,
     environmental assessments and other information pertaining to the Property
     available in the records of AP16 or its agents.

          2.11 Originals of all leases and related guaranties pertaining to
     tenants currently occupying or having rights to occupy any portion of the
     Property together with all amendments thereto and all rental payment and
     security deposit records and all correspondence pertaining to lease matters
     related thereto (the "Lease Files") and, to the extent available in the
     records of AP16 or its agents, copies of all other leases pertaining to the
     Property together with all amendments thereto and all correspondence
     pertaining to lease matters related thereto.  Such items may be left with
     AMIT's property manager at the Property.

          2.12 Copies of any and all management agreements, service contracts,
     leases of personal property, unrecorded easements, covenants and
     restrictions and other agreements related to the Property (the
     "Contracts").

          2.13 All keys and other entry devices.

          2.14 Copies of any and all other documents pertaining to the title,
     condition, operation and maintenance of the Property, if any, in the
     possession of AP16 or its agents.

          2.15 An incumbency certificate and partnership documents of AP16
     including a certified partnership agreement, together with all amendments
     thereto, and resolutions of the partnership authorizing this Agreement and
     the transactions contemplated hereby executed by the general and limited
     partners of AP16 as required under the partnership agreement.

          2.16 An incumbency certificate and corporate documents of ARC
     including certified Articles of Incorporation and Bylaws, a Certificate of
     Good Standing issued by the Minnesota Secretary of State, and resolutions
     of the corporation authorizing this Agreement and the transactions
     contemplated hereby.

          2.17 Seller's affidavit of no judgments, mechanic's liens or other
     unrecorded interests.

          2.18 Certificate of real estate value.

          2.19 Internal Revenue Service '1445 certification of nonforeign
     status.

          2.20 Internal Revenue Service '1099 certification of taxpayer
     identification.

          2.21 UCC and state and federal tax and judgment lien searches on AP16
     and ARC.

          2.22 Current financial statement of AP16 certified as being true and
     correct as of the date delivered.

          2.23 Written instructions to AP16's current property manager to
     deliver and pay to AMIT all security deposits and interest thereon and all
     other amounts held by or under the control of said manager relating to the
     use, ownership, occupancy, maintenance and operation of the Property.  As
     of January 30, 1998, the amounts held by said property manager are
     $394,355.73.

          2.24 Notice letters to every tenant regarding change in ownership of
     the Property, transfer of security deposits and instructions for future
     payment of rents.

          2.25 Termination of existing management agreement.

          2.26 Termination of all Contracts, unless specifically assumed by
     AMIT, at AMIT's election.

          2.27 Current rent roll of the Property, certified as being true and
     correct by AP16.

          2.28 Such other documents and certificates as may be reasonably
     required by Title or AMIT.

     Hereinafter, the documents referred to in this Section 2 shall be referred
to collectively as the "Conveyance Documents."

     3.   Representations and Warranties.  In addition to the other
representations and warranties made by them elsewhere in this Agreement or in
any schedules, documents or affidavits delivered hereunder, AP16 and ARC each
hereby represent and warrants to AMIT as of the date hereof:

          3.1  They are in full compliance with the terms and conditions of this
     Agreement.

          3.2  None of their representations herein or in any schedule delivered
     hereunder is false or misleading in any material respect.

          3.3  To the knowledge of AP16 and ARC, the valuation of the Property
     conveyed to AMIT pursuant to the Conveyance Documents, as established by
     the Ramsey County Assessor, is $5,115,000.  AMIT has also obtained a recent
     appraisal of the Property which states that the present fair market value
     of the Property is $5,400,000.  By entering into this Agreement, AMIT has
     paid full and fair consideration for the property conveyed pursuant to the
     Conveyance Documents.

          3.4  AP16 has no equity in the property conveyed to AMIT by the
     Conveyance Documents.

          3.5  Each of them has been represented by independent legal counsel
     and such other financial and tax advisors as they have deemed necessary and
     have relied on such counsel and advisors with respect to all legal and tax
     consequences of the transactions contemplated herein.

          3.6  EACH OF THEM HAS BEEN ADVISED AS FOLLOWS WITH RESPECT TO THE
     PROPERTY AND THE MORTGAGE: THEY HAVE THE RIGHT TO REQUIRE A FORECLOSURE
     SALE OF THE PROPERTY UNDER THE MORTGAGE AND TO REQUIRE A MINIMUM OF SIX
     WEEKS PUBLISHED NOTICE OF SUCH SALE; THEY HAVE THE RIGHT TO REQUEST THAT
     THE COURT ORDER A DELAY OF THE SALE; THEY MAY BRING A COURT ACTION TO
     CONTEST THE FORECLOSURE AND SALE OF THE PROPERTY; FOLLOWING FORECLOSURE
     SALE, THEY HAVE THE RIGHT TO REMAIN IN POSSESSION OF THE PROPERTY DURING A
     12-MONTH PERIOD OF REDEMPTION; AND THEY (AND EACH OF THEM) HAS VOLUNTARILY
     WAIVED EACH RIGHT REFERRED TO ABOVE.

          3.7  AP16 covenants, represents and warrants that it is the sole owner
     of and has good right and lawful authority to sell, transfer, assign and
     convey the Property pursuant to the terms hereof free and clear of all
     mortgages, liens, pledges, claims, charges, easements, rights of way,
     covenants, conditions, restrictions, encumbrances and any other matters
     affecting title thereto except for the Permitted Encumbrances and will
     defend the title to the Property against all claims and demands whatsoever
     not specifically excepted as Permitted Encumbrances.

          3.8  AP16 is a limited partnership duly organized, validly existing
     and in good standing under the laws of the State of California and has the
     power, authority, permits, consents, authorizations and licenses necessary
     to execute, deliver and perform this Agreement and the Conveyance
     Documents.  ARC is the sole general partner of AP16.  All consents of the
     general and limited partners of AP16 necessary to authorize the execution,
     delivery and performance of this Agreement and the Conveyance Documents
     have been duly obtained and are in full force and effect.  This Agreement
     and the Conveyance Documents have been duly authorized, executed and
     delivered by and on behalf of AP16 so as to constitute the valid and
     binding obligations of AP16 enforceable in accordance with their terms.

          3.9  ARC is a corporation duly organized, validly existing and in good
     standing under the laws of the State of California and has all power,
     authority, permits, consents, authorizations and licenses necessary to
     execute, deliver and perform this Agreement and the Conveyance Documents.
     All resolutions of the directors and shareholders of ARC necessary to
     authorize the execution, delivery and performance of this Agreement and the
     Conveyance Documents have been duly adopted and are in full force and
     effect.  This Agreement and the Conveyance Documents have been duly
     authorized, executed and delivered by and on behalf of ARC so as to
     constitute the valid and binding obligations of ARC enforceable in
     accordance with their terms.

          3.10 There is no provision in any indenture, contract or agreement to
     which any one or more of them is a party or by which they or any one of
     them is bound and, to the best of their knowledge, no law, statute,
     ordinance, rule, regulation or restriction, or order of any court or
     administrative agency to which they or any one of them is subject or by
     which they or any one of them is bound, which prohibits the execution and
     delivery of this Agreement, the Conveyance Documents, or the performance
     and observance of terms, covenants or conditions of this Agreement or any
     of the Conveyance Documents.

          3.11 Any and all financial statements heretofore delivered to AMIT by
     or on behalf of any one or more of them are true and correct in all
     material respects, and fairly represent the financial condition of the
     subjects thereof as of the respective dates thereof.  No material change
     has occurred in the financial condition reflected in the most recent
     financial statement of any one or more of them since the respective dates
     of the most recent financial statement delivered by each.  None of the
     aforesaid financial statements or any certificate or statement furnished to
     AMIT by or on behalf of any one or more of them in connection with this
     Agreement or any of the Conveyance Documents contains any untrue statement
     of a material fact or omits a material fact necessary in order to make the
     statements contained therein taken as a whole, not misleading.

          3.12   Neither of them has received notice of any actions, suits,
     proceedings or investigations commenced or, to the best of their knowledge,
     threatened against them or any one of them or the Property in any court or
     before any federal, state, municipal or other governmental agency and they
     (and each of them) are not in default with respect to any order of any
     court or governmental agency.

          3.13 They (and each of them) will reasonably cooperate with AMIT in
     collecting the rents and accounts assigned to AMIT pursuant to the terms of
     the Conveyance Documents including, without limitation, by providing
     witnesses, documentation and/or any additional information necessary to
     effectuate the collection of the rents and accounts by AMIT.

          3.14 To the best of their knowledge, the Property does not violate any
     federal, state, local or other governmental law, ordinance or regulation
     including, without limitation, any environmental, building, zoning, health,
     safety, planning or subdivision law, ordinance or regulation, or any
     applicable private restriction.  No notice of the violation of any said
     laws, ordinances, regulations or restrictions has been received by either
     of them.  Neither of them has notice, information or knowledge of any
     change contemplated in any applicable law, ordinance, regulation or
     restriction, any notice of pending or threatened condemnation, zoning
     change or any judicial, administrative, governmental or quasi-governmental
     action or any action by adjacent landowners which could have a materially
     adverse affect on the Property.

          3.15 There are no outstanding or unpaid claims, actions or causes of
     actions related to any transaction or obligation entered into or incurred
     by any one or more of them with respect to the Property.  Except for the
     specific unpaid claims listed on Schedule 1 that AMIT has agreed to assume,
     they and each of them agree that they will satisfy or make arrangements to
     satisfy all other unpaid claims listed on Schedule 1 and any other
     outstanding claims related to the Property, whether or not listed on
     Schedule 1, before they become a lien on the Property.

          3.16 AP16 has turned over to AMIT any and all funds on deposit in any
     account or otherwise held by AP16 or its agents and all instruments,
     judgments, agreements and other property constituting rents, revenues and
     other income (including, without limitation, tenant security deposits,
     insurance proceeds, tax refunds or other rebates or reimbursements and
     judgment or settlement awards) generated by the Property for any and all
     occupancy of the Property.  If, at any time in the future, AP16 receives
     any cash, instruments or other property constituting rents, revenues or
     other income related to or generated by the Property, regardless of the
     period from which said amounts relate, AP16 will hold the same in trust for
     AMIT and will forthwith pay and deliver all such cash, instruments, and
     other property to AMIT in the form received duly endorsed or assigned to
     AMIT.  AP16 and ARC each agree that as of the date hereof they have no
     interest in or claim to any such funds, instruments, judgments, agreements
     or other property constituting past, present or future rents, revenues or
     other income generated by the Property.

          3.17 On or prior to the date hereof, AP16 and ARC have turned over to
     AMIT the originals of all current leases and related guaranties, if any,
     pertaining to the Property together with all amendments thereto and all
     correspondence related thereto.   AP16 and ARC each represent and warrant
     that there are no other current leases and no amendments to current leases
     and no correspondence or other documentation related to the leases
     (including, without limitation, non-disturbance agreements, notices with
     respect to exercise of options, existence of defaults or other notices or
     letters of intent) that have not been turned over to AMIT.

          3.18 On or prior to the date hereof, AP16 and ARC delivered to AMIT
     the originals (or, if originals were not available, copies) of all
     management agreements, service contracts, leases of personal property,
     unrecorded easements, covenants and restrictions and all other agreements
     related to the Property.  AP16 and ARC each represent and warrant that
     there are no other management agreements, service contracts, leases of
     personal property, unrecorded easements, covenants or restrictions or other
     agreements related to the Property that have not been turned over to AMIT.

          3.19 As of the date hereof AP16 is not in default under any leases,
     service contracts, easements, or restrictive covenants pertaining to the
     Property and there were no outstanding obligations under any such documents
     to be performed by AP16.

          3.20 There are no actions, suits, proceedings or investigations
     pending or, to the knowledge of any of them threatened against AP16 or the
     Property in any court or before any federal, state, municipal or other
     governmental agency.

          3.21 The rent roll provided to AMIT pursuant to Section 2.27 hereof is
     complete, true and correct.

          3.22 To the best of their knowledge, there are no Hazardous Substances
     in or upon the Property originating from any source and no violation of any
     Environment Law relating to the Property.  "Hazardous Substance" means any
     material, waste, substance, pollutant or contaminant which may or could
     pose a risk of injury or a threat to health or the environment including,
     without limitation, polychlorinated biphenyls, petroleum or petroleum
     products, asbestos in any form or asbestos containing materials, flammable
     explosives, radioactive materials, radon gas, urea formaldehyde, foam
     insulation or products and those substances included within the definitions
     of "hazardous substance," "hazardous waste," "hazardous material," "toxic
     substance," "solid waste," "pollutant" or "contaminate" in or otherwise
     regulated by any federal, state or local laws, ordinances or regulations.
     "Environmental Law" means any federal, state or local law, ordinance or
     regulation pertaining to health, industrial hygiene, or the regulation or
     protection of the environment, including ambient air, soil, groundwater,
     surface water and/or land use.

          3.23 AP16 and ARC will reasonably cooperate with AMIT and the holder
     of the first mortgage on the Property ("Holder") in order to obtain the
     consent of Holder to the conveyance by AP16 to AMIT herein described.  In
     connection therewith, AP16 and ARC shall execute and deliver such
     instruments, certifications, instructions, affidavits, consents, approvals,
     assignments and such other agreements and documents as Holder and/or AMIT
     shall reasonably request.

     All of the representations and warranties made hereunder are true and
correct and all information provided to AMIT by the other parties in connection
with this Agreement has not and does not contain any statement which, at the
time and in light of the circumstances under which it was made, would be false
or misleading with respect to any material fact or would omit any material fact
necessary in order to make any such statement contained therein not false or
misleading in any material respect.  If any of said  parties subsequently
obtains knowledge that any such representation or warranty was or is untrue,
such party shall immediately notify AMIT as to the untrue nature of said
representation and agree to take such action as may be necessary to cause such
representation to become true.

     4.   Release from Obligations.  In consideration of the delivery of the
documents set forth in Section 2 and in reliance on the representations and
warranties of AP16 and ARC set forth herein and the due performance by such
persons and entities of the obligations set forth herein, AMIT, for itself and
its successors and assigns, releases AP16 and ARC and their respective officers,
directors, shareholders, partners, agents and employees, and the personal
representatives, heirs, successors and assigns of any and all of the foregoing
from liability on the Notes and Mortgage and any related loan documents.  In
addition, AP16 and ARC have obligations to AMIT separate and apart from the
Notes and Mortgage.  The parties hereby acknowledge and agree that the release
set forth in this Section 4 does not release or affect in any way the liability
of such persons or entities to AMIT other than under the Notes and Mortgage.

     The release as set forth above is expressly conditioned on the following:

          4.1  Full compliance by AP16 and ARC with the terms of this Agreement.

          4.2  No representation of AP16 and ARC made in this Agreement or any
     of the documents required to be delivered under this Agreement shall prove
     to be false in any material respect.

          4.3  The financial statements delivered in connection with this
     Agreement accurately and completely reflect the assets and liabilities of
     each respective person or entity.

          4.4  AMIT shall not be required to restore to any person or entity for
     any reason all or any part of the property it has received pursuant to the
     Conveyance Documents.

     In the event the above conditions are not met, the indebtedness and
liability of each person and entity shall automatically be revived, reinstated
and restored.

     5.   Release.  As an inducement to AMIT to enter into this Agreement and in
consideration of AMIT's release of liability on indebtedness under Section 4
hereof and effective upon execution of this Agreement:

          5.1  AP16 (for itself and each of its limited partners, agents and
     employees), ARC (for itself and its officers, directors, shareholders,
     agents and employees), and the personal representatives, heirs, successors
     and assigns of any and all of the foregoing (collectively, the "Releasing
     Parties") each hereby releases, acquits and forever discharges AMIT, its
     parent, affiliates, officers, employees, directors, agents,
     representatives, attorneys, insurers, predecessors and their respective
     personal representatives, successors and assigns (collectively, the
     "Released Parties") of and from, any and all manner of action or causes of
     action, suits, claims, damages, judgments and liabilities, whether known or
     unknown, liquidated or unliquidated, fixed, contingent, direct or indirect,
     which the Releasing Parties (or any of them) may in the past have asserted,
     may now assert or may in the future assert against the Released Parties (or
     any of them) under or with respect to the Notes or the Mortgage or any
     document related thereto or referred to therein or with respect to any
     actions or inactions regarding the Property or any leases or proposed sales
     of any of the Property.

          5.2  Each of the Releasing Parties acknowledge that (i) it has agreed
     to enter into the foregoing release freely and voluntarily upon its own
     information and investigation; (ii) it is aware that its attorneys may
     discover facts different from or in addition to the facts that they now
     know or believe to be true with respect to the subject matter of the
     foregoing release; and (iii) it is its intention to (and upon execution of
     this Agreement, its release shall) fully, finally, absolutely and forever
     settle any and all claims, disputes and differences which now exist, may
     exist or have ever existed in favor of the Releasing Parties (or any of
     them) against the Released Parties (or any of them).  The foregoing release
     shall operate as a full and complete release between the parties
     notwithstanding the discovery of any different or additional facts.

     6.   Miscellaneous.

          6.1  Choice of Law.  This Agreement shall be governed by and construed
     in accordance with the laws of the State of Minnesota.  AP16 and ARC each
     hereby consents to the personal jurisdiction of the state and federal
     courts located in the State of Minnesota in connection with any controversy
     related to this Agreement.

          6.2  Integration.  This Agreement from and after the date hereof
     supersedes, and has merged into it, all prior oral and written offers,
     negotiations, understandings or agreements on the same subjects by or
     between the parties hereto with the effect that this Agreement shall
     control.  Prior drafts of this Agreement may not be introduced as evidence
     in any subsequent proceeding involving the parties or any of them.

          6.3  Counterparts.  This Agreement may be executed in any number of
     counterparts, each of which when so executed and delivered shall be deemed
     to be an original and all of which taken together shall constitute but one
     and the same instrument.

          6.4  Binding Agreement.  This Agreement shall be binding upon and
     inure to the benefit of the parties and their respective personal
     representatives, heirs, successors, and assigns, except that AP16 and ARC
     shall not have the right to assign its or their rights hereunder or any
     interest herein without the prior written consent of AMIT.

          6.5  Amendments.  No amendment or modification of this Agreement shall
     be effective unless in writing signed by all parties hereto and no waiver
     or consent to any departure of any provision hereof by AP16 and ARC of any
     of the provisions of this Agreement shall be effective unless the same
     shall be in writing and signed by AMIT and then shall be effective only in
     the specific instance and for the specific purpose for which given.

          6.6  Exclusive Benefit.  This Agreement represents a personal
     concession to AP16 and ARC only for the sole and exclusive benefit of the
     parties hereto and nothing contained herein shall be deemed to confer any
     right or benefit on any other person not a party hereto.

          6.7  Construction.  The captions and headings of the various sections
     of this Agreement are for convenience only and shall not be deemed a part
     of this Agreement and shall not be construed as defining or as limiting in
     any way the scope or intent of the provisions hereof.  Wherever the context
     requires or permits, the singular shall include the plural and the plural
     shall include the singular and the masculine, feminine and neuter shall be
     freely interchangeable.

          6.8  Certain Expenses.  AMIT agrees to pay the closing costs of this
     transaction, including but not limited to any updated survey, appraisal
     report, title insurance premium, transfer taxes, current real estate taxes
     and AMIT's legal fees; provided, however, that no expenses incurred by AP16
     or ARC shall be paid by AMIT unless previously approved in writing by AMIT.


IN WITNESS WHEREOF, this Agreement has been executed as of the date and year
first above written.

     AP16:               ANGELES PROPERTIES 16,
                         a California limited partnership

                         By ANGELES REALTY CORPORATION II,
                            a California corporation, general partner

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


     ARC:                ANGELES REALTY CORPORATION II, a
                         California corporation


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



     AMIT:               ANGELES MORTGAGE INVESTMENT
                         TRUST, a California business trust


                         By/s/Anna Merguerian_________
                           Anna Merguerian, Vice President

                                  EXHIBIT A

                             (Legal Description)


That certain real property located in Ramsey County, Minesota, described as
follows:


     Parcel 1.  Commencing on the East line of the Northwest quarter of
     the Southwest quarter of Section 25, Township 29, Range 22 at a
     point in the center of the Stillwater Road, which is 227 feet South
     of the Northeast corner of said Northwest quarter of the Southwest
     quarter; thence South along the Easterly line of the Northwest
     quarter of the Southwest quarter to the Southeast corner of said
     Northwest quarter of the Southwest quarter; thence Westerly along
     the Southerly line of the Northwest quarter of the Southwest quarter
     to the Southwest corner of the Northwest quarter of the Southwest
     quarter; thence Northerly along the Westerly line of the Northwest
     quarter of the Southwest quarter to the center line of Stillwater
     Road; thence Easterly along the center line of Stillwater Road to
     the point of beginning, except therefrom the following;  That part
     of the North 3/4 of the Northwest quarter of the Southwest quarter
     of Section 25, Township 29 North, Range 22 West, lying South of the
     center line of the Stillwater Connection (formerly Stillwater Road)
     and lying east of a line running parallel with and distant 642 feet
     East of the West line of said Northwest quarter of Southwest quarter
     lying Westerly of a line running Northwest at an angle of 63 degrees
     37 minutes to the South line of said North 3/4 of Northwest quarter
     of Southwest quarter from a point thereon distant 1038 feet East of
     the Southwest corner of said last described fraction of said Section
     25, also except part taken for Registered Land Survey No. 21 and
     also except part taken for Registered Land Survey No. 137, and also
     except that part lying Southeasterly of State Trunk Highway No. 212.

     Parcel 2.  That part of the North 3/4 of NW 1/4 of SW 1/4 of Section
     25, Township 29 North, Range 22 West, lying South of the center line
     of the Stillwater Connection (formerly Stillwater Road) and lying
     East of a line running parallel with and distant 642 feet East of
     the West line of said NW 1/4 of SW 1/4 and lying Westerly of a line
     running Northwest at an angle of 63 degrees 37 minutes to the South
     line of said N 3/4 of NW 1/4 of SW 1/4 from a point thereon distant
     1038 feet East of the Southwest corner last described fraction of
     said Section 25.
                                  EXHIBIT B

                           (Permitted Encumbrances)


1.   The lien of real estate taxes and special assessments due and payable in
     the year 1998 and thereafter.

2.   The rights of tenants, as tenants only, in possession under unrecorded
     leases.

3.   Mortgage filed as Document No. 1023845 and Assignment filed as Document No.
     1023846.

4.   Rights of judgment creditor under those instruments filed as Documents No.
     1150960, 1157128 and 1169334.

5.   Judgment filed as Document No. 1172662.

6.   Easements, covenants, restrictions and declarations of record, if any.