REINSTATEMENT AND AMENDMENT TO CONTRACT

 REINSTATEMENT AND AMENDMENT TO CONTRACT OF SALE

     This Reinstatement and Amendment to Contract of Sale is entered into
effective as of December 14, 1998 (this "Amendment"), by and between Angeles
Income Properties, Ltd. 6, a California limited partnership ("Seller"), and
Matthew N. Follett ("Purchaser").

     WHEREAS, Seller and Purchaser entered into that certain Contract of Sale
dated effective as of September 8, 1998 (the "Contract"), pursuant to which
Seller has agreed to sell, and Purchaser has agreed to purchase from Seller,
Seller's rights, titles and interests in and to the Property more particularly
described in the Contract; and

     WHEREAS, the Contract was terminated pursuant to a letter from Purchaser
dated October 7, 1998; and

     WHEREAS, by mutual assent the Seller and Purchaser desire to enter into
this Amendment to revive and reinstate the Contract between the parties, and to
further amend the Contract as hereinafter provided.

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Seller and Purchaser do hereby
agree as follows:

     1.   Unless otherwise defined in this Amendment or the context otherwise
requires, each term used in this Amendment with its initial letter capitalized
which has been defined in the Contract shall have the same meaning herein as
given to such term in the Contract.

     2.   The Contract, a copy of which is attached hereto as Annex I, is hereby
revived and all terms and conditions thereof are reinstated in full as though
the same had not been terminated, with the amendments hereinafter set forth.
The Effective Date of the Contract, as revived and reinstated hereby shall
remain as September 8, 1998.

     3.   The Contract, as revived and reinstated, is hereby amended as follows:

     (a)  Section 2.1 of the Contract is hereby amended to read in its entirety
as follows:

     2.1  Purchase Price.  The total Purchase Price (herein so called) to be
paid by Purchaser to Seller for the Property shall be an amount equal to Nine
Million Five Hundred Thousand Dollars ($9,500,000.00).  The Purchase Price shall
be payable in cash or Current Funds (defined below) at the Closing (hereinafter
defined).

     (b)  Section 3.1 of the Contract is hereby amended to read in its entirety
as follows:

     3.1  Amount and Timing.  Within two (2) business days after the Effective
Date (hereinafter defined), Purchaser shall deliver to First American Title
Insurance Company, located at 3200 E. Camelback Road, Suite 105, Phoenix,
Arizona  85018 (the "Title Company"), One Hundred Thousand Dollars ($100,000.00)
(the "Initial Deposit") in cash or Current Funds, to be held by the Title
Company in escrow to be applied or disposed of by the Title Company as is
provided in this Contract.  In the event Purchaser fails to deposit the Initial
Deposit with the Title Company as herein provided, Seller may, at its option,
terminate this Contract prior to the making of the Initial Deposit, in which
event neither Seller nor Purchaser shall have any further rights, liabilities or
obligations hereunder except for provisions of this Contract which expressly
survive the termination of this Contract.  Not later than December 15, 1998,
Purchaser shall deposit with the Title Company an additional earnest money
deposit in the amount of One Hundred Thousand and No/100 Dollars ($100,000.00)
(the "Subsequent Deposit") in cash or Current Funds to be held by the Title
Company in escrow to be applied or disposed of by the Title Company as is
provided in this Contract.  If the Purchaser fails to deposit the Subsequent
Deposit on or before December 15, 1998, then Seller may, at its option,
terminate this Contract prior to the making of such Subsequent Deposit, in which
event the Title Company shall pay the Initial Deposit to Seller and thereafter
neither Seller nor Purchaser shall have any further rights, liabilities or
obligations hereunder except for provisions of this Contract which expressly
survive the termination of this Contract.  The term "Earnest Money Deposit", as
used in this Contract, shall mean (i) the Initial Deposit prior to deposit of
the Subsequent Deposit, (ii) both the Initial Deposit and the Subsequent Deposit
combined after the deposit of the Subsequent Deposit, and (iii) the Initial
Deposit, the Subsequent Deposit and the Extension Deposit (as defined in Section
8.1 hereof) combined after the deposit of the Extension Deposit, if applicable,
in each case together with all interest earned thereon.  As used in this
Contract, the term "Current Funds" shall mean wire transfers, certified funds or
a cashier's check in a form acceptable to the Title Company which would permit
the Title Company to immediately disburse such funds.

     (c)  Section 5.3 of the Contract is hereby amended to provide that the
Submission Matters which have not been delivered prior to the date of this
Amendment shall be delivered not less than ten (10) days after the date of this
Amendment.  Seller and Purchaser acknowledge that all Submission Matters
required by Section 5.3 of the Contract have been delivered except the current
inventory of material items of personalty referenced in Section 5.3(c) of the
Contract.

     (d)  Section 8.1 of the Contract is hereby amended to read in its entirety
as follows:

     8.1  Time and Place.  The consummation of the purchase and sale of the
Property (the "Closing") shall take place at the office of the Title Company (it
being contemplated that the Closing will occur by the delivery of Closing
Documents into escrow with the Title Company) on February 1, 1999 (the "Closing
Date"); provided, that Purchaser may, at its option, extend the Closing until
March 2, 1999 by delivery to Seller on or before January 28, 1999 a written
notice (the "Extension Notice") that Purchaser has elected to extend the Closing
Date until March 2, 1999; provided, further, however,  that if such Extension
Notice is given, it shall not be effective and shall be void and of no effect
unless Purchaser also delivers to the Title Company, on or before January 28,
1999, an additional Earnest Money Deposit (the "Extension Deposit") in the
amount of $50,000.00 in cash or Current Funds to be held by the Title Company in
escrow to be applied or disposed of by the Title Company as is provided in this
Contract.

     4.   Purchaser hereby authorizes the Title Company to deliver the Earnest
Money Deposit (in the amount of $200,000.00), to Seller immediately upon Title
Company's receipt of a fully executed counterpart of this Amendment.

     5.   Except as expressly amended by this Amendment, no term or provision of
the Contract is or shall be amended, modified or supplemented.

     6.   To facilitate execution, this instrument may be executed in as many
counterparts as may be convenient or required.  It shall not be necessary that
the signature of, or on behalf of, each party, or that the signature of all
persons required to bind any party, appear on each counterpart.  All
counterparts shall collectively constitute a single instrument.  It shall not be
necessary in making proof of this instrument to produce or account for more than
a single counterpart containing the respective signatures of, or on behalf of,
each of the parties hereto.  Any signature page to any counterpart may be
detached from such counterpart without impairing the legal effect of the
signatures thereon and thereafter attached to another counterpart identical
thereto except having attached to it additional signature pages.

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment
effective as of the date first set forth above.

                         SELLER:

                         ANGELES INCOME PROPERTIES, LTD. 6,
                         a California limited partnership

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

                                   By:____________________________
                                         Name:____________________
                                         Its:_____________________

                         Dated:_____________________________________

                         PURCHASER:

                         ___________________________________________
                         MATTHEW N. FOLLETT

                         Dated:_____________________________________

                                    Annex I

                                Contract of Sale 

Basic Info X:

Name: REINSTATEMENT AND AMENDMENT TO CONTRACT
Type: Reinstatement and Amendment to Contract
Date: March 8, 1999
Company: ANGELES INCOME PROPERTIES LTD 6
State: California

Other info:

Date:

  • December 14 , 1998
  • October 7 , 1998
  • September 8 , 1998
  • December 15 , 1998
  • February 1 , 1999
  • March 2 , 1999
  • January 28 , 1999

Organization:

  • Angeles Income Properties , Ltd.
  • Nine Million Five Hundred Thousand Dollars
  • First American Title Insurance Company
  • E. Camelback Road
  • Time and Place
  • Earnest Money Deposit
  • Angeles Realty Corporation II

Location:

  • Phoenix
  • Arizona
  • Earnest
  • California

Money:

  • $ 9,500,000.00
  • $ 100,000.00
  • $ 50,000.00
  • $ 200,000.00

Person:

  • MATTHEW N. FOLLETT