Exhibit 2 Page 1 of 6

                           ASSET ACQUISITION AGREEMENT


         This ASSET ACQUISITION AGREEMENT (the "Agreement"), dated as of October
26, 1995,  is entered into between  Phoenix  Leasing Cash  Distribution  Fund, a
California  limited  partnership  ("Seller")  and  Phoenix  Leasing  Liquidation
Corporation, a California corporation ("Buyer"), with reference to the following
facts:

         A. Seller has placed various  assets,  more  particularly  described on
Exhibit A hereto (the "Assets"),  for sale in an auction procedure and Buyer has
successfully bid for the Assets.

         B. This Agreement sets forth the terms and conditions upon which Seller
will sell to Buyer, and Buyer will purchase from Seller, the Assets.

         In consideration of the mutual agreements  contained herein,  intending
to be legally bound hereby, the parties hereto agree as follows:


                                    ARTICLE 1
                         THE PURCHASE AND SALE OF ASSETS


         1.1 Purchase and Sale of Assets. For the consideration set forth herein
and subject to the terms and conditions of this Agreement,  Seller hereby sells,
transfers,  conveys, assigns and delivers to Buyer free and clear of any and all
claims, liens, rights,  restrictions,  security interests or encumbrances of any
kind,  other than any of the  foregoing  imposed as a result or actions of Buyer
(collectively, "Encumbrances"), and Buyer hereby purchases, acquires and accepts
from Seller the Assets.

         1.2  Purchase  Price.  The  purchase  price for the Assets is $465,408,
which has been  determined  in the auction  conducted  by Kennedy  Wilson and is
payable in cash as determined in the final bid in such auction.

                  (a) Bid Deposit.  Buyer has deposited the sum of $23,285 (five
percent  of bid  amount)  in escrow  with  Comerica  Bank-California,  San Jose,
California (the "Escrow Agent"), as a deposit pending acceptance of Buyer's bid.
Such payment  shall now be applied to the down  payment  portion of the purchase
price.

                  (b) Down Payment.  Upon  execution of this Agreement by Seller
and buyer at the auction upon  acceptance  of Buyer's bid,  Buyer shall  deposit
with the Escrow Agent an additional  amount equal to the difference  between ten
percent of the purchase price and the amount of the bid deposit. The bid deposit
and the amount  deposited  pursuant to this paragraph shall together  constitute
the entire down payment of the purchase price.

                  (c) Balance.  The balance of the purchase  price shall be paid
at the  closing of the sale of the  Assets,  which shall take place on or before
November 15, 1995.



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                                                           Exhibit 2 Page 2 of 6
                                    ARTICLE 2
                  REPRESENTATIONS AND WARRANTIES OF THE SELLER


         Seller represents and warrants to Buyer that, as of the closing:

         2.1 Ownership of Assets.  Seller owns all right,  title and interest in
and to the Assets. The delivery of the Assets by Seller to the Buyer pursuant to
the terms of this  Agreement will transfer to Buyer good and valid title thereto
free and clear of any and all Encumbrances.  The Seller has not entered into any
agreement,  option  or right  with any  person  for the  purchase  of all or any
portion of the Assets. Seller has full power to transfer the Assets to the Buyer
without  obtaining  the consent or approval of any other person or  governmental
authority.

         2.2  Due  Authorization   and  Execution.   Seller  has  the  necessary
partnership  power and authority to enter into this  Agreement and to consummate
the  transactions  contemplated  hereby.  The  execution  and  delivery  of this
Agreement and the consummation of the transactions contemplated hereby have been
duly authorized and approved by all necessary  partnership action on the part of
Seller.  No other  partnership  proceedings  or actions on the part of Seller is
necessary to authorize this Agreement and the consummation of such transactions.
This  Agreement has been duly and validly  executed and delivered by Seller and,
assuming  due  execution  and  delivery  by the Buyer,  constitutes  a valid and
binding obligation of Seller enforceable in accordance with its terms.

         2.3 Consents, Violations and Authorizations.  The Seller is not a party
to or bound by any order,  judgment or decree which would require the consent of
another  to  the  execution  of  this  Agreement  or  the  consummation  of  the
transactions contemplated hereby

         2.4  Limitations.   Except  for  the   representations  and  warranties
contained in this Article 2, Seller makes no other representations regarding the
Assets.  THE  ASSETS ARE BEING SOLD "AS IS,"  "WHERE  IS" AND NO  WARRANTIES  OF
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE IS BEING MADE BY SELLER.


                                    ARTICLE 3
                   REPRESENTATIONS AND WARRANTIES OF THE BUYER


         Buyer represents and warrants to Seller, as follows:

         3.1 Due Authorization and Execution.  Buyer has the necessary corporate
power  and  authority  to  enter  into  this  Agreement  and to  consummate  the
transactions  contemplated  hereby.  The  Board of  Directors  of Buyer has duly
authorized  and approved the  execution  and delivery of this  Agreement and the
consummation  of  the  transactions  contemplated  hereby.  No  other  corporate
proceedings  on the part of Buyer are necessary to authorize  this Agreement and
the consummation of such transactions.  This Agreement has been duly and validly
executed and delivered by the Buyer and,  assuming due execution and delivery by
Seller constitutes a valid and binding  obligation of Buyer enforceable  against
it in accordance with its terms.

         3.2  Organization  of the  Buyer.  Buyer  is a  California  corporation
validly existing and in good standing under the laws of the State of California,
and has all requisite  power and  authority to enter into this  Agreement and to
perform its obligations hereunder.


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                                                           Exhibit 2 Page 3 of 6
         3.3      Buyer's Acknowledgments.

                  (a)  Buyer  acknowledges  that any  projections  or  financial
statements  it has reviewed  regarding the Assets are subject to change and that
Buyer has had the  opportunity to conduct its own due diligence,  pose questions
to Seller and  perform  its own  analysis,  and Seller  has  provided  access to
records and personnel for the purpose thereof.

                  (b) Buyer understands that some of the Assets may consist of a
minority  interest in joint ventures and that the  acquisition of such interests
will not afford Buyer the  opportunity  to make  decisions  affecting such joint
ventures'  operations  without the consent of the  requisite  percentage  of the
other joint  venturers.  Buyer further  understands that it will be bound by the
terms of such joint venture agreements.

                  (c) BUYER EXPRESSLY  ACKNOWLEDGES  THE LIMITATIONS ON SELLER'S
WARRANTIES SET FORTH IN SECTION 2.4 HEREOF.


                                    ARTICLE 4
                            SURVIVAL; INDEMNIFICATION


         4.1 Survival of Representations  and Warranties and Related Agreements.
The  representations  and  warranties  contained  in  Articles  2 and 3 of  this
Agreement  and  all  covenants,  agreements  and  obligations  to  be  performed
hereunder shall survive the execution and delivery of this Agreement.


                                    ARTICLE 5
                               GENERAL PROVISIONS


         5.1  Expenses.  All  expenses  incurred  pursuant  to  this  Agreement,
including  without  limitation,  legal fees and expenses,  and the  transactions
contemplated hereby shall be paid by the party incurring the expense.

         5.2  Further  Assurances.  Each of the  parties  agrees to execute  and
deliver any and all further  agreements,  documents  or  instruments  reasonably
necessary to effectuate this Agreement and the  transactions  referred to herein
or contemplated hereby or reasonably  requested by the other party to perfect or
evidence its rights hereunder.

         5.3 Notices.  Any notices hereunder shall be deemed  sufficiently given
by one party to another only if in writing and if and when delivered or tendered
by personal  delivery,  on the first business day after facsimile  transmission,
after confirmation of receipt of such  transmission,  24 hours after the prepaid
deposit with Federal Express or other similar overnight  courier,  or as of five
business  days after  deposit in the United  States  mail in a sealed  envelope,
registered or certified, with postage prepaid, addressed as follows:

       If to Seller:   Phoenix Leasing Cash Distribution Fund
                              2401 Kerner Boulevard
                          San Rafael, California 94901
                            Attention: Vince Fleming
                                Fax: 415-453-8203



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                                                           Exhibit 2 Page 4 of 6


        If to Buyer:   Phoenix Leasing Liquidation Corporation
                              2401 Kerner Boulevard
                          San Rafael, California 94901
                               Phone: 415-485-4600
                                Fax: 415-453-8203

or to such other address or facsimile  number as the party  addressed shall have
previously  designated  by  written  notice  to  the  serving  party,  given  in
accordance with this Section 5.3. A notice not given as provided above shall, if
it is in writing,  be deemed given if and when actually received by the party to
whom it is given.

         5.4 Successors. This Agreement shall be binding upon and shall inure to
the benefit of each of the parties hereto and their successors and assigns. This
Agreement  shall not be assignable by either party except with the prior express
written consent of the other.

         5.5  Entire  Agreement.  This  Agreement,  together  with the  exhibits
hereto,  constitutes the entire  agreement  among the parties  pertaining to the
subject matter hereof and supersedes all prior agreements and  understandings of
the  parties  in  connection  herewith.  There  are no  restrictions,  promises,
representations,   warranties,  covenants  or  undertakings,  other  than  those
expressly set forth herein and therein.

         5.6  Amendment  and  Modification.  Subject  to  applicable  law,  this
Agreement may be amended, modified and supplemented only by written agreement of
the parties hereto.

         5.7  Severability.  Any provision of this Agreement which is invalid or
unenforceable  in any  jurisdiction  shall be  ineffective to the extent of such
invalidity or unenforceability  without invalidating or rendering  unenforceable
the remaining  provisions hereof, and any such invalidity or unenforceability in
any jurisdiction shall not invalidate or render  unenforceable such provision in
any other jurisdiction. If any provision is held to be invalid or unenforceable,
such provision shall be construed by the  appropriate  judicial body by limiting
or reducing it to the minimum extent necessary to make it legally enforceable.

         5.8 Governing  Law. This  Agreement  shall be construed and enforced in
accordance  with,  and governed by, the laws of the State of California  without
reference to conflict of laws rules.

         5.9 Facsimile Execution.  All documents contemplated by this Agreement,
including this Agreement,  may be executed and communicated to the other parties
hereto or thereto by telecopier transmission (electronic receipt received). Such
documents,  including  this  Agreement,  as may be executed and  transmitted  by
telecopier shall be deemed binding and effective as of the date set forth on


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                                                           Exhibit 2 Page 5 of 6

the  applicable  document.  The  parties  hereto  agree to  exchange  originally
executed  documents by mail as soon as practicable after execution by telecopier
transmission.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the day and year first written above.

         "Seller"                        Phoenix Leasing Cash Distribution Fund
                                             a California limited partnership

                                          By:      Phoenix Leasing Incorporated,
                                                   Its General Partner



                                                    By  /S/ BRYANT J. TONG
                                                    Its


         "Buyer"                        Phoenix Leasing Liquidation Corporation,
                                              a California corporation



                                         By  /S/ BRYANT J. TONG



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                                                           Exhibit 2 Page 6 of 6
<TABLE>
Phoenix Leasing Cash Distribution Fund

Exhibit A -- Schedule of Assets Sold at Auction October 26, 1995

<CAPTION>
Asset                                                                                          Purchase Price
<S>                                                                                               <C>
7.86% interest in Phoenix Joint Venture 1994-1                                                    167,343

1.883% interest in Phoenix Black Rock Joint Venture                                                31,343

Cable Loan Portfolio Consisting of the Following Loans:                                            88,208
Premiere Cable  035 S1010C
Independence Cable (or interest in joint venture formed by forclosure)  035 D1035.06

Defaulted Lease Receivables Consisting of the following accounts:                                   8,514
Listmark Computer Services  052 038301.1, 052 038301.2, 052 0372.1
Therakinetics  044 2003196
Hillary's of Savannah  103 2004943,  103 2004944
Tawakol, Raif M.D. Inc.  032 9715.00R
Frank E. Freeman dba Freeman Office Products  044 1001229

On Lease Assets Consisting of the following leases:                                               130,000
Avon Products  052 0047
Avon Products  052 004706
TWA  052 005714
Insight Investment 052 020909.1
Santa Fe Energy 052 025601C1
List Maintenance  052 038402.4
Xerox Anvan  066 032588
Pacific Pawnbroker  103  2005487

Financing Provided to Alarm Service Monitoring Companies:                                          40,000
American Alarm Systems
Electronic Security Protection or successor

Total Purchase Price                                                                              465,408

</TABLE>