This ASSIGNMENT AGREEMENT (this "Agreement"), dated and effective as of

August 23, 2002 (the "Effective Date"), is by and between SATICOY INVESTMENTS

COMPANY, LLC, a Delaware limited liability company ("Assignor"), and AIMCO

PROPERTIES, L.P., a Delaware limited partnership (the "Assignee").



                                    RECITALS:



         A. On December 16, 1985, Angeles Partners XIV, L.P., a California

limited partnership ("Angeles XIV"), executed and delivered to Angeles Capital

Investments, Inc., a California corporation ("Original Lender") a non-recourse

(to the general partner and limited partners), unsecured Promissory Note in the

original principal amount of $5,000,000,00. The Promissory Note was modified and

amended by that certain Note Modification Agreement dated November 24,1992 (as

amended, "Note A").



         B. Pursuant to that certain Revolving Credit Agreement (the "Revolving

Credit Agreement") dated September 9, 1986, between Angeles XIV and Angeles

Finance Partners ("AFP"), AFP made a loan to Angeles XIV in the original

principal amount of $1,814,177.00, which loan was evidenced by that certain

Promissory Note dated September 9, 1986, as amended by that certain Note

Modification Agreement dated November 24, 1992 (as amended, "Note B").



         C. Note A, Note B, the Revolving Credit Agreement and all other related

agreements or instruments evidencing or securing Note A and Note B, including

any and all subsequent amendments or modifications thereto, and also including

but not limited to, the Judgment (defined below) are hereinafter collectively

referred to as the "Loan Documents".



         D. Angeles XIV has defaulted on the obligations set forth in Note A and

Note B and the indebtedness secured by the Loan Documents has been accelerated.



         E. Angeles Acceptance Pool, L.P. ("AAP"), the successor in interest to

Original Lender in the Loan Documents, filed that certain cause of action in the

Circuit Court of Madison County, Alabama, under Cause No. CV-98-1748-JPS, and

obtained a judgment against Angeles XIV on or about December 11, 1998 (the

"Judgment").



         F. Assignor is the current owner and holder of the Loan Documents.



         G. Assignor was the plaintiff in that certain proceeding styled Saticoy

Investments Company, LLC, vs. Angeles Partners XIV, filed in the Superior Court

for the State of California, County of Los Angeles, Case No. BS067212 (the

"Angeles XIV Proceedings").



         H. Assignor and Assignee have agreed that Assignor shall sell,

transfer, assign, grant and convey unto Assignee, and the Assignee shall

purchase from the Assignor, all of Assignor's rights, title and interest in the

Loan Documents, including but not limited to the Judgment together with any

rights, claims, and causes of action relating to any of the Loan Documents or





{PAGE}



the obligations evidenced thereby (the Loan Documents, the Judgment and all

rights, title and interest of Assignor thereunder, including all sum or sums of

money that may be obtained by means thereof, are collectively referred to herein

as the "Assigned Rights"), all subject to the terms and conditions set forth

herein.



         NOW, THEREFORE, in consideration of the promises contained herein and

for other good and valuable consideration, the adequacy, receipt and sufficiency

of which are hereby acknowledged, the parties hereto agree as follows:



         SECTION 1. CLOSING. Upon receipt of the Purchase Price (defined below),

which shall be paid on or before August 25, 2002 (the "Closing Date") and

subject to the terms and conditions of this Agreement, Assignor agrees to

irrevocably sell, transfer, assign, grant and convey unto Assignee, its

successors and assigns, as of July 1, 2002, the Assigned Rights AS IS WHERE IS

WITH ALL FAULTS, without recourse and without warranty or representation,

express or implied, except as specifically set forth herein. As full

consideration for the sale of the Assigned Rights, the Assignee shall pay to the

Assignor at Closing the sum of One Million Six Hundred Ninety-One Thousand Nine

Hundred Fifty-Three Dollars ($1,691,953) (the "Purchase Price") by wire transfer

of immediately available funds to an account designated in writing by the

Assignor. At Closing and to the extent in Assignor's possession, the Assignor

shall deliver to the Assignee originals of each of the Loan Documents, with

assignments thereof in favor of the Assignee duly executed by the Assignor and

in form similar to that set forth on Exhibit A attached hereto and incorporated

herein, together with all files in its possession relating to any of the Loan

Documents or the indebtedness evidenced thereby, as expeditiously as

practicable. The consummation of the transactions contemplated hereunder shall

be referred to herein as the "Closing".



         SECTION 2. REPRESENTATIONS AND WARRANTIES OF ASSIGNOR. Assignor hereby

represents and warrants to Assignee that:



         (a)      Assignor is the sole owner and holder of the Loan Documents

                  and sole beneficiary under the Judgment. The Assigned Rights

                  have not been released or subordinated by Assignor and are not

                  currently subject to any prior assignment, lien, claim, or

                  encumbrance of any kind or nature whatsoever.



         (b)      Assignor has all requisite power and authority and has taken

                  all actions necessary to execute and deliver and to perform

                  all of its obligations under this Agreement, and this

                  Agreement will not violate any agreement to which Assignor is

                  a party. This Agreement constitutes the legal, valid, and

                  binding obligation of the Assignor, enforceable against it in

                  accordance with its terms.



         (c)      Assignor represents and warrants that it has not collected or

                  received any part of the sum owing on the Judgment, nor

                  released or discharged the Judgment, and that the Judgment is

                  free from attorneys' liens.







                                      -2-





{PAGE}





         (d)      The Angeles XIV Proceedings were dismissed without prejudice.

                  There have been no proceedings, claims or litigation asserted

                  by or against Assignor relating to the Assigned Rights other

                  than the Angeles XIV Proceedings.





         SECTION 3. REPRESENTATIONS AND WARRANTIES OF ASSIGNEE. Assignee hereby

represents and warrants to Assignor, its successors and assigns, that:



         (a)      Assignee has all requisite power and authority and has taken

                  all actions necessary to execute and deliver and to perform

                  all of its obligations under this Agreement. This Agreement is

                  the legal, valid, and binding obligation of the Assignee,

                  enforceable against it in accordance with its terms.



         (b)      Notwithstanding the fact that Assignor may have made certain

                  files available to Assignee for review and may have provided

                  Assignee with certain information regarding the Assigned

                  Rights, Assignee has made such independent examination, review

                  and investigation of the facts and circumstances as it has

                  deemed necessary and appropriate to evaluate the Loan

                  Documents, the Judgment and the Assigned Rights in general.

                  Assignee acknowledges and agrees that except as set forth

                  herein, Assignee is purchasing the Assigned Rights AS IS WHERE

                  IS, WITH ALL FAULTS, and Assignor has made no representations

                  or warranties and makes no representations or warranties,

                  express or implied, with respect to the Assigned Rights,

                  Judgments and/or the Loan Documents, including without

                  limitation amounts owing under the Assigned Rights, Judgment

                  and/or Loan Documents, the enforceability of the Assigned

                  Rights, Judgment and/or Loan Documents, or the collectibility

                  of any amounts owed thereunder.



         The representations and warranties contained herein shall survive

Closing for a period of ninety (90) calendar days.



         SECTION 4. PAYMENTS. Assignor agrees that it will not collect or

receive any part of the payments due from the Assigned Rights, release nor

discharge any part thereof, or take any action to enforce any claim or right as

to any of the Assigned Rights. If the Assignor receives, or has received, any

payment on account of the Assigned Rights on and after June 30, 2002, the

Assignor shall promptly deliver such payment to the Assignee.



         SECTION 5. MUTUAL RELEASE At Closing, Assignee agrees to (i) execute

and deliver and (ii) to obtain from Angeles XIV an executed Release of Lender in

the form attached hereto as Exhibit B and incorporated herein. At Closing,

Assignor agrees to execute and deliver an executed Release in the form attached

hereto as Exhibit C and incorporated herein.

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