AMENDED AND RESTATED PROMISSORY NOTE          EXHIBIT 10.5
                      ------------------------------------


Principal Amount:  $15,000,000.00               Date:  November 30, 1995
         Bank One Center,         Phoenix     , Arizona.
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             (Office)             (City)

PROMISE TO PAY AND INTEREST. For value received,  the undersigned  ("Borrower"),
promises  to pay to BANK  ONE,  ARIZONA,  NA,  a  national  banking  association
formerly known as The Valley National Bank of Arizona,  or order ("Bank") at its
above office, or at such other place as Bank may designate in writing, in lawful
money of the United States of America,  the principal sum of FIFTEEN MILLION AND
NO/100  DOLLARS  ($15,000,000.00),  or such  lesser  amount  as shall  have been
disbursed  and is  unpaid  as  shown  on the  records  of Bank  which  shall  be
conclusive as to such amount,  with  interest  thereon from the date advanced at
the  applicable  rate from time to time  ("Interest  Rate") from time to time on
each advance ("Advance") under the Loan Agreement (as hereafter  defined),  from
the date advanced as follows:

                           (a)  Except  to the  extent  that  an  Advance  bears
         interest at the Fixed Rate, as defined  herein,  pursuant to this Note,
         interest  shall  accrue on the unpaid  principal of each Advance at the
         Variable  Rate.  Interest at the Variable Rate shall be computed on the
         basis of a 360 day year and  accrue  on a daily  basis  for the  actual
         number of days elapsed.

                           (b) To the extent Borrower shall elect as provided in
         this  Note and to the  extent  not  otherwise  provided  in this  Note,
         interest  shall  accrue on the  unpaid  principal  of an Advance at the
         Fixed  Rate.  Interest at the Fixed Rate shall be computed on the basis
         of a 360 day year and accrue on a daily basis for the actual  number of
         days elapsed.

As used in this Note:

                  "Applicable  Spread" means, on any date, the applicable spread
set forth below, based upon the ratings  ("Ratings") issued by Standard & Poor's
(Claim Paying Ability) and Moody's  (Financial  Strength) and applicable on such
date to the Public Notes:

    Rating                                  Fixed Rate                Variable
 S&P/Moody's                                  Spread                Rate Spread
 -----------                                  ------                -----------
  BBB- or above/Baa3 or above                 1.25%                      0%
  BB+/Ba1                                     1.50%                      0%
  BB/Ba2                                      1.75%                      0%
  BB-/Ba3                                     2.00%                    .25%
  B+/B1                                       2.25%                    .25%
  B or below/B2 or below                      2.50%                    .25%

The  Applicable  Spread shall be the amount set forth in the above table that is
opposite the lower of said Moody's and Standard & Poor's Ratings for the type of
Advance; provided, however, (i) if more than one rating level exists between the
Ratings of the two agencies on the date of determination,  the Applicable Spread
shall be the number  set forth  above that is  opposite  the Rating  that is one
level below the highest of the two Ratings;  (ii) if either  rating agency shall
not have in  effect a Rating  with  respect  to the  Public  Notes  for a reason
related to the creditworthiness of Borrower or to any act or failure on the part
of  Borrower,  the  Applicable  Spread shall be  determined  by reference to the
single  Rating that shall be in effect or, if no Rating  shall be in effect from
either  agency,  by reference to the last  category  described in the  foregoing
table;  (iii) if any Rating shall be changed (other than as a result of a change
in the rating  system of Moody's or S&P),  such change  shall be effective as of
the date on which it is first  announced by the applicable  rating agency.  Each
change in the Applicable  Spread shall apply during the period commencing on the
effective date of such change and ending on the date  immediately  preceding the
effective date of the next such change.

                  If the rating  system of Moody's  or S&P shall  change,  or if
either such rating agency shall no longer have in effect a rating for the Public
Notes and Clause (ii) above  shall not be  applicable,  Borrower  and Bank shall
negotiate  in good faith to amend the  references  to  specific  ratings in this
definition  to reflect such changed  rating  system or the  non-availability  of
ratings from such rating agency.

                  "Business  Day" means a day of the year on which banks are not
required or  authorized  to close in Phoenix,  Arizona,  and,  with respect to a
Fixed  Rate  Advance,  a day on which  dealings  are  carried  on in the  London
interbank market.

                  "Eurocurrency  Liabilities"  has the meaning  assigned to that
term in Regulation D of the Board of Governors to the Federal Reserve System, as
in effect from time to time.

                  "Eurodollar  Rate Reserve  Percentage" for the Interest Period
for each Fixed Rate  Advance  means the reserve  percentage  applicable  two (2)
Business  Days before the first day of such  Interest  Period under  regulations
issued from time to time by the Board of Governors of the Federal Reserve System
(or any successor) for determining the maximum reserve  requirement  (including,
but not limited  to, any  emergency,  supplemental,  or other  marginal  reserve
requirement)  for a member bank of the Federal  Reserve  System in San Francisco
with respect to  liabilities or assets  consisting of or including  Eurocurrency
Liabilities (or with respect to any other category of liabilities which includes
deposits  by  reference  to which the  Interest  Rate on Fixed Rate  Advances is
determined) having a term equal to such Interest Period.

                  "Fixed  Rate" means the rate per annum equal to the sum of (i)
the  Applicable  Spread  (on a per  annum  basis),  and (ii) the rate per  annum
obtained  by  dividing  (A) the rate of interest  determined  by Bank,  based on
Telerate  System  reports or such other source as may be selected by Bank, to be
the "London  Interbank  Offered Rate" at which deposits in United States dollars
are offered by major banks in London,  England,  one (1) Business Day before the
first day of the  respective  Interest  Period by (B) a percentage  equal to one
hundred  percent  (100%) minus the  Eurodollar  Rate Reserve  Percentage for the
period equal to such Interest Period.

                  "Fixed  Rate  Advance"  means  an  Advance  that  bears  or is
requested to bear interest at the Fixed Rate.

                  "Interest  Period"  means,  for each Fixed Rate  Advance,  the
period  commencing on the date of such Fixed Rate Advance and ending on the last
day of the period  selected by Borrower  pursuant to the provisions  herein and,
thereafter, each subsequent period commencing on the last day of the immediately
preceding  Interest  Period and ending on the last day of the period selected by
Borrower pursuant to the provisions herein. The duration of each Interest Period
shall be 30,  60,  90, or 120 days,  as  selected  by  Borrower  (A),  for a new
Advance,  in the request  for a Fixed Rate  Advance or (B),  for an  outstanding
Advance, in the request for a Fixed Rate Advance to continue bearing interest at
the Fixed Rate; provided, however, that:

                           (i)      Interest Periods commencing on the same
         date shall be of the same duration;

                           (ii)  Whenever  the last day of any  Interest  Period
         would  otherwise occur on a day other than a Business Day, the last day
         of such  Interest  Period  shall  be  extended  to  occur  on the  next
         succeeding  Business Day,  provided that if such extension  would cause
         the last day of such  Interest  Period  to occur in the next  following
         calendar month, the last day of such Interest Period shall occur on the
         next preceding Business Day; and

                           (iii) No Interest  Period with respect to any Advance
         shall extend beyond the Maturity Date.

                  "Regulatory  Change" means any change effective after the date
of this Note in United States federal,  state, or foreign law,  regulations,  or
rules  or the  adoption  or  making  after  such  date  of  any  interpretation,
directive,  or request  applying to a class of banks including Bank, of or under
any United States federal, state, or foreign law, regulation or rule (whether or
not having the force of law) by any court or governmental or monetary  authority
charged with the interpretation or administration thereof.

                  "Variable  Rate"  means the rate per annum equal to the sum of
(i) the  Applicable  Spread (on a per annum basis),  and (ii) the rate per annum
most  recently  publicly  announced  by Bank,  or its  successors,  in  Phoenix,
Arizona,  as its "prime rate," as in effect from time to time. The Variable Rate
will change on each day that the "prime rate"  changes.  The "prime rate" is not
necessarily  the best or lowest rate  offered by Bank,  and Bank may lend to its
customers at rates that are at, above, or below its "prime rate."

                  "Variable Rate Advance" means an Advance that bears or that is
requested to bear interest at the Variable Rate.

                  If the rating  system of Moody's  or S&P shall  change,  or if
either such rating agency shall no longer have in effect a rating for the Public
Notes and Clause (ii) above  shall not be  applicable,  Borrower  and Bank shall
negotiate  in good faith to amend the  references  to  specific  ratings in this
definition  to reflect such changed  rating  system or the  non-availability  of
ratings from such rating agency.

                  Each request for an Advance under the Loan Agreement shall, in
addition to complying with the other  requirements  in the Loan  Agreement,  (i)
specify the date and amount of the requested  Advance,  (ii) specify whether the
Advance shall be an Advance that bears interest at the Variable Rate or shall be
an Advance that bears interest at the Fixed Rate, and (iii) if the Advance is to
bear  interest  at the Fixed  Rate,  (A) specify  the  Interest  Period,  (B) be
delivered  to Bank at  least  two (2)  Business  Days  prior  to the date of the
requested  Advance,  (C) be in a minimum  amount  of  $1,000,000  with  integral
multiples of $500,000 in excess  thereof,  and, (D), when added to the number of
previous  Advances  bearing  interest at the Fixed Rate, not cause the aggregate
number of all outstanding  Advances bearing interest at the Fixed Rate to exceed
four (4).  Any Advance not  complying  with the  foregoing  requirements  for an
Advance  bearing  interest at the Fixed Rate shall bear interest at the Variable
Rate.

                  If Borrower desires that a Fixed Rate Advance continue to bear
interest  at the  Fixed  Rate  after  the end of an  existing  Interest  Period,
Borrower  shall deliver to Bank a notice making such election and specifying the
new Interest Period.  If Borrower does not deliver such notice within such time,
then after the existing  Interest  Period the Fixed Rate Advance  shall become a
Variable Rate Advance and shall bear interest at the Variable Rate.

                  Borrower may on any Business Day,  upon written  notice to and
received by Bank not later than 12:00 p.m. (Phoenix,  Arizona local time) (i) on
the second  Business  Day,  in the case of any  conversion  of a  Variable  Rate
Advance into a Fixed Rate Advance and (ii) on the first Business Day in the case
of any conversion of a Fixed Rate Advance into a Variable Rate Advance, prior to
the date of the  proposed  conversion,  convert  any Advance of one type into an
Advance of the other type;  provided,  however,  that any  conversion of a Fixed
Rate Advance (A) shall only be made on the last day of the  applicable  Interest
Period,  (B)  shall  be made  only  as to an  Advance  in a  minimum  amount  of
$1,000,000 with integral multiples of $500,000 in excess thereof,  and (C) shall
not result after such requested conversion in the aggregate number of Fixed Rate
Advances  exceeding four (4). Each such notice of a conversion shall specify the
date of such conversion and the Advance(s) to be converted.

                  Notwithstanding  any  provision  of the Loan  Documents to the
contrary,  Bank shall be entitled to fund and maintain its funding of all or any
part of any Advance in any manner it sees fit; provided,  however,  that for the
purposes of this Note, all determinations hereunder shall be made as if Bank had
actually  funded and  maintained  each Fixed Rate  Advance  during the  Interest
Period therefor through the purchase of deposits having a maturity corresponding
to the last day of the Interest Period and bearing an interest rate equal to the
Fixed Rate for such Interest Period.

                  If, due to any Regulatory Change,  there shall be any increase
in the cost to Bank of agreeing to make or making, funding, or maintaining Fixed
Rate Advances  (including,  without  limitation,  any increase in any applicable
reserve  requirement),  then  Borrower  shall from time to time,  upon demand by
Bank, pay to Bank such amounts as Bank may reasonably  determine to be necessary
to compensate Bank for any additional costs that Bank reasonably  determines are
attributable to such Regulatory  Change and Bank will notify the Borrower of any
Regulatory  Change  that will  entitle  Bank to  compensation  pursuant  to this
paragraph as promptly as practicable, but in any event within 90 days after Bank
obtains knowledge thereof;  provided,  however,  that if Bank fails to give such
notice  within 90 days after it obtains  knowledge of such a Regulatory  Change,
Bank  shall,  with  respect  to  compensation  payable  in  respect of any costs
resulting  from such  Regulatory  Change,  only be entitled to payment for costs
incurred  from and after the date  that  Bank does give such  notice.  Bank will
furnish to Borrower a certificate  setting forth in reasonable  detail the basis
for the amount of each request by Bank for  compensation  under this  paragraph.
Determinations  by Bank of the  amounts  required  to  compensate  Bank shall be
conclusive,  absent  manifest  error.  Bank shall be entitled to compensation in
connection with any Regulatory Change only for costs actually incurred by Bank.

                  Notwithstanding  any provision of the Loan Documents,  if Bank
shall notify Borrower that as a result of a Regulatory Change it is unlawful for
Bank to make  Advances  at the Fixed  Rate,  or to fund or  maintain  Fixed Rate
Advances,  (i) the obligations of Bank to make Advances at the Fixed Rate and to
convert  Advances to the Fixed Rate shall be  suspended  until Bank shall notify
Borrower that the  circumstances  causing such  suspension no longer exist,  and
(ii) in the event such  Regulatory  Change makes the  maintenance of Advances at
the Fixed Rate unlawful,  Borrower shall forthwith prepay in full all Fixed Rate
Advances  then  outstanding,  together  with  interest  accrued  thereon and all
amounts in connection  with such  prepayment  specified in the paragraph in this
Note titled  "PREPAYMENT,"  unless  Borrower,  within five (5) Business  Days of
notice  from  Bank,  converts  all Fixed Rate  Advances  then  outstanding  into
Variable Rate Advances  pursuant to the  conversion  procedures in this Note and
pays all amounts in connection with such prepayments or conversions specified in
the paragraph in this Note titled "PREPAYMENT."

                  Notwithstanding any other provision of the Loan Documents,  if
prior to the commencement of any Interest Period,  Bank shall determine (i) that
United  States  dollar  deposits  in the amount of any Fixed Rate  Advance to be
outstanding during such Interest Period are not readily available to Bank in the
London interbank market, or (ii) by reason of circumstances affecting the London
interbank  market,  adequate and reasonable  means do not exist for ascertaining
the Fixed Rate for such Interest  Period in the manner  prescribed  above in the
definition  of "Fixed  Rate," then Bank shall  promptly  give notice  thereof to
Borrower and the obligation of Bank to create, continue, or effect by conversion
any Fixed  Rate  Advance  in such  amount  and for such  Interest  Period  shall
terminate  until  United  States  dollar  deposits  in such  amount  and for the
Interest Period shall again be readily  available in the London interbank market
and adequate and reasonable means exist for ascertaining the Fixed Rate.

                  Interest  shall be due and payable  commencing  on December 1,
1995, and continuing on the same day of each successive  month  thereafter until
November 30, 1996 ("Maturity  Date").  No payments of principal shall be due and
payable until the Maturity Date.

                  On the  Maturity  Date  Borrower  shall pay to Bank the unpaid
principal,  all  accrued  and unpaid  interest,  and all other  amounts  ("Other
Amounts") payable by Borrower to Bank under the Loan Documents. "Loan Documents"
means this Note,  the Amended and Restated Loan  Agreement of even date herewith
(the "Loan  Agreement")  between  Borrower and Bank,  and any other  agreements,
documents,  and  instruments  evidencing,  guarantying,  securing,  or otherwise
relating to this Note,  as they may be  amended,  modified,  extended,  renewed,
restated, or supplemented from time to time.

                  Principal  shall bear  interest at the Interest  Rate from the
date of disbursement until the due date thereof,  whether due by acceleration or
otherwise.  Principal,  interest,  and Other  Amounts  not paid when due and any
judgment therefor shall bear interest from its due date or the judgment date, as
applicable,  until paid at a rate ("Default  Rate") equal to the sum of (i) four
percent (4%) per annum and (ii) the Variable  Rate,  and such interest  shall be
immediately due and payable.

                  All interest  shall be computed on the basis of a 360-day year
and accrue on a daily  basis for the  actual  number of days  elapsed.  Borrower
agrees to pay an effective  rate of interest that is the sum of (i) the interest
rate provided herein and (ii) any additional rate of interest resulting from any
other  charges  or  fees  paid or to be paid in  connection  herewith  that  are
determined to be interest or in the nature of interest.

APPLICATION  OF PAYMENTS.  At the option of Bank,  payments  shall be applied to
principal, interest, and Other Amounts in such order as Bank shall determine.

PREPAYMENT.  Except as to  payments  due under this  paragraph  with  respect to
payment  or  conversion  of a Fixed  Rate  Advance  on a day other than the last
Business Day in the Interest  Period for such Fixed Rate  Advance,  Borrower may
prepay the outstanding  principal balance hereof in whole or in part at any time
prior to the Maturity  Date without  penalty or premium as stated in such notice
by Borrower;  provided,  however, that if any payment of all or any portion of a
Fixed Rate  Advance  shall be made  other  than on the last day of the  Interest
Period  for  such  Fixed  Rate  Advance  for  any  reason  (including,   without
limitation,  any optional or required  prepayment  and any  acceleration  of the
Maturity   Date)  then,   anything  in  the  Loan   Documents  to  the  contrary
notwithstanding,   Borrower  shall  pay  to  Bank  contemporaneously  with  such
prepayment,  a payment  equal to any losses,  costs,  or expenses  that Bank may
reasonably incur as a result of such prepayment,  including, without limitation,
any loss (including,  without limitation, loss of anticipated profits), cost, or
expense  incurred by reason of the  liquidation or  reemployment  of deposits or
other  funds  acquired  by Bank to fund or  maintain  such Fixed  Rate  Advance.
Borrower agrees to also make a payment under the immediately  preceding sentence
upon each  conversion  of a Fixed Rate  Advance to a Variable  Rate Advance on a
date other than the last Business Day of the Interest Period for such Fixed Rate
Advance to be  determined  as if the amount so converted had been prepaid on the
date of  conversion.  The  obligations  of Borrower and the rights of Bank under
this paragraph  shall survive  payment and performance of the obligations of the
Loan Parties under the Loan  Documents and shall remain in full force and effect
without  termination.  Bank will furnish to Borrower a certificate setting forth
in  reasonable  detail  the basis for the  amount  of each  request  by Bank for
payment under this  paragraph.  The  determination  by Bank of amounts due under
this paragraph shall be conclusive, absent manifest error.

LATE CHARGE. If any payment of principal and/or interest is not received by Bank
within  fifteen  (15) days after its due date,  then,  in  addition to the other
rights and  remedies of Bank,  a late charge of four  percent (4%) of the amount
due and unpaid will be charged to Borrower without notice to Borrower. Such late
charge shall be immediately due and payable.

NO  COUNTERCLAIMS,  DEDUCTIONS,  ETC.  All  payments  and other  obligations  of
Borrower  under  the  Loan   Documents  will  be  made  and  performed   without
counterclaim, deduction, defense, deferment, reduction, or set-off.

EVENTS OF DEFAULT.  Each of the following shall be an event of
default ("Event of Default"):

         13.1  Failure by any Loan Party to pay when due (i) any amount  payable
by such Loan Party under any of the Loan  Documents  and the  expiration  of ten
(10) days after notice of such failure from Bank to Borrower,  or (ii) any other
indebtedness  of such Loan  Party to Bank and the  expiration  of any notice and
grace  periods  with  respect to such  failure  as  provided  din the  documents
governing  such other  indebtedness.  "Loan Party" means  Borrower and any other
person  that  from  time to time is  obligated  to Bank  under  any of the  Loan
Documents or grants any property,  interests in property,  or rights to property
to secure any or all obligations of any person under the Loan Documents.

         13.2 Failure by any Loan Party to perform any  obligation not involving
the payment of money (other than those  obligations  referred to in paragraph 12
below,  which shall be governed by such paragraph),  or to comply with any other
term or condition  applicable to such Loan Party,  in any of the Loan  Documents
and the expiration of twenty (20) days after notice of such failure from Bank to
Borrower.

         13.3 Any  representation  or warranty  made by any Loan Party in any of
the Loan Documents or otherwise or any  information  delivered by any Loan Party
to Bank in obtaining or hereafter  in  connection  with the credit  evidenced by
this Note is materially incomplete, incorrect, or misleading as of the date made
or delivered.

         13.4 Bank in good faith deems itself insecure or believes in good faith
that a Material  Adverse  Change has  occurred  after the date of the  financial
statements  and other  information  provided by any Loan Party in obtaining  the
credit evidenced by this Note. "Material Adverse Change" means any change in the
assets,  business,  financial condition,  operations,  prospects,  or results of
operations  of any  Loan  Party or any  other  event  or  condition  that in the
reasonable opinion of Bank (i) could affect the likelihood of performance by any
Loan Party of any of the  obligations in the Loan  Documents,  (ii) could affect
the  ability of any Loan Party to perform any of the  obligations  in any of the
Loan Documents, (iii) could affect the legality,  validity, or binding nature of
any of the obligations in the Loan Documents or any lien or encumbrance securing
any of the  obligations  under the Loan  Documents,  or (iv)  could  affect  the
priority of any lien,  security interest,  or other encumbrance  securing any of
the obligations in the Loan Documents.

         13.5 Any Loan  Party  (i) is unable  or  admits  in  writing  such Loan
Party's  inability to pay such Loan Party's monetary  obligations as they become
due,  (ii) makes a general  assignment  for the benefit of  creditors,  or (iii)
applies for, consents to, or acquiesces in, appointment of a trustee,  receiver,
or other  custodian  for such Loan Party or any or all of the  property  of such
Loan Party, or in the absence of such application,  consent,  or acquiescence by
such Loan Party a trustee,  receiver,  or other  custodian is appointed for such
Loan Party or any or all of the property of such Loan Party.

         13.6  Commencement  of any case under the Bankruptcy Code (Title 11) of
the United States Code) or  commencement of any other  bankruptcy,  arrangement,
reorganization,  receivership,  custodianship,  or similar  proceeding under any
federal, state, or foreign law by or against any Loan Party.

         13.7 The death, incompetence,  dissolution,  or liquidation of any Loan
Party; the  consolidation or merger of any Loan Party with any other Person;  or
the taking of any action by any Loan Party  toward a  dissolution,  liquidation,
consolidation, or merger.

         13.8 Any Loan  Party or any other  person  on behalf of any Loan  Party
claims that any Loan  Document is not legal,  valid,  binding,  and  enforceable
against any Loan Party, that any lien,  security interest,  or other encumbrance
securing any of the  obligations  under the Loan Documents is not legal,  valid,
binding,  and enforceable,  or that the priority of any lien, security interest,
or other  encumbrance  securing any of the  obligations in the Loan Documents is
different than the priority represented and warranted in the Loan Documents.

         13.9 The  occurrence  of (i) any of the  events  described  in  Section
6.01(1)  through  (7)  inclusive  of the  Indenture  (as  defined  in  the  Loan
Agreement)  regardless  of whether  or not the  trustee or holders of the Public
Notes (as defined in the Loan Agreement) have notified Borrower of such event or
exercised any of their rights and remedies with respect thereto,  or (ii) any of
the  events   described  in  Section   6.01(1)  through  (7)  inclusive  of  the
Subordinated  Notes Indenture (as defined in the Loan  Agreement)  regardless of
whether or not the trustee or holders of the  Subordinated  Notes (as defined in
the Loan Agreement) have notified the Borrower of such event or exercised any of
their rights and remedies with respect thereto.

         13.10 Failure of Borrower to pay the entire outstanding principal,  all
accrued and unpaid  interest,  and all other  amounts due under the  Convertible
Notes Indenture and/or the Convertible  Notes (as defined in the Loan Agreement)
on or before December 11, 1995.

         13.11    The occurrence of any Change of Control (as defined
in the Loan Agreement).

         13.12 The  occurrence of any condition or event that is a default or is
designated  as a  default,  an event of  default,  or an Event of Default in any
other Loan Document or in any agreement, document, or instrument relating to any
other  indebtedness  of any  Loan  Party  to  Bank  or any  indebtedness  of any
Subsidiary to Bank, including,  without limitation, the Warehousing Facility (as
defined in the Loan Agreement).

         13.13 Borrower  fails to comply with the financial  covenants set forth
in  Section  6.12.1,  6.12.2,  or  6.12.3 of the Loan  Agreement  in each of two
consecutive  quarterly  fiscal  periods  and/or  Borrower  violates  any  of the
negative covenants set forth in Section 7 of the Loan Agreement.

         13.14 The  occurrence  of any  condition  or event that is a default or
designated as a default,  or event of default or other event or occurrence  that
permits  the  exercise  of rights and  remedies  in any  agreement,  document or
instrument  relating to any Bank Facility (as defined in the Loan  Agreement) or
any other Debt of any Loan Party.

         13.15 Any default under any future senior note  offering.  If requested
by Bank,  after Borrower issues such Senior Notes,  Borrower will sign a further
amendment confirming such cross default.

RIGHTS AND REMEDIES OF BANK. Upon  occurrence of an Event of Default,  Bank may,
at its option,  in its  absolute  and sole  discretion,  and  without  demand or
notice,  (i) declare the obligations in the Loan Documents to be immediately due
and  payable,   whereupon  the  obligations  in  the  Loan  Documents  shall  be
immediately  due and  payable,  and (ii)  exercise  any or all other  rights and
remedies of Bank concurrently or consecutively in such order as Bank elects. The
rights  and  remedies  of Bank shall be  cumulative  and  non-exclusive.  Delay,
discontinuance,  or failure to exercise any right or remedy of Bank shall not be
a waiver thereof, or of any other right or remedy of Bank, or of the time of the
essence  provision.  Exercise  of any right or remedy of Bank  shall not cure or
waive any Event of Default or  invalidate  any act done in response to any Event
of Default.

LIMIT OF LIABILITY OF BANK. In exercising rights and remedies,  neither Bank nor
any stockholder,  director,  officer, employee, agent, or representative of Bank
shall have any liability for any injury to the assets, business,  operations, or
property of Borrower or any other liability to Borrower,  other than for its own
gross negligence or willful misconduct.

SURVIVAL. The representations,  warranties, and covenants of the Loan Parties in
the  Loan  Documents  shall  survive  the  execution  and  delivery  of the Loan
documents and the making of advances to Borrower.

INTEGRATION, ENTIRE AGREEMENT, CHANGE, DISCHARGE, TERMINATION, WAIVER, APPROVAL,
CONSENT,  ETC.  The  Loan  Documents  contain  the  complete  understanding  and
agreement  of  Borrower  and  Bank  and  supersede  all  prior  representations,
warranties,  agreements,  arrangements,  understandings,  and  negotiations.  No
provision  of the  Loan  Documents  may be  changed,  discharged,  supplemented,
terminated,  or waived except in a writing signed by the parties thereto.  Delay
or  failure  by Bank to  insist on  performance  of any  obligation  when due or
compliance  with any other term or  condition  in the Loan  Documents  shall not
operate as a waiver thereof or of any other obligation, term, or condition or of
the time of the essence  provision.  Acceptance of late payments  shall not be a
waiver of the time of the essence  provision,  the right of Bank to require that
subsequent  payments  be made when due, or the right of Bank to declare an Event
of Default if subsequent payments are not made when due. Any approval,  consent,
or statement that a matter is satisfactory by Bank under the Loan Documents must
be in  writing  executed  by Bank and shall be  construed  to apply  only to the
person(s) and facts specifically set forth in the writing.

BINDING EFFECT.  The loan documents shall be binding upon and shall inure to the
benefit of bank and the loan  parties and their  successors  and assigns and the
executors, legal administrators,  personal representatives, heirs, devisees, and
beneficiaries of the Loan Parties, provided,  however, that the Loan Parties may
not assign any of their  rights or delegate any of their  obligations  under the
Loan Documents and any purported  assignment or delegation  shall be void.  Bank
may from time to time in its absolute and sole  discretion  assign it rights and
delegate its obligations under the Loan Documents,  in whole or in part, without
notice  to  or  consent  by  any  Loan  Party  (including,  without  limitation,
participations).  In addition to any  greater or lesser  limitation  provided by
law,  no Loan Party  shall  assert  against  any  assignee of Bank any claims or
defenses  such Loan Party may have  against  Bank,  except  claims and  defenses
arising under the Loan Documents.

COSTS,  EXPENSES,  AND FEES.  Borrower  agrees to pay on demand all external and
internal  costs,   expenses,  and  fees  (including,   without  limitation,   as
applicable,  inside  and  outside  attorneys,  paralegals,  document  clerks and
specialists,    appraisal,    appraisal   review,    environmental   assessment,
environmental  testing,  environmental  cleanup,  other inspection,  processing,
title,  filing,  and  recording  costs,  expenses,  and fees) of bank (i) in the
negotiation,  execution,  delivery, and modification of the Loan Documents, (ii)
in  enforcement of the Loan Documents and exercise of the rights and remedies of
Bank,  (iii)  in  defense  of  the  legality,   validity,  binding  nature,  and
enforceability  of the Loan  Documents  and the  perfection  and priority of the
liens and encumbrances granted in the Loan documents, (iv) in gaining possession
of, holding,  repairing,  maintaining,  preserving,  and protecting the property
("Collateral") securing the obligations in the Loan Documents, (v) in selling or
otherwise  disposing of the  Collateral,  (vi) otherwise in relation to the Loan
Documents,  the  Collateral,  or the rights and  remedies of Bank under the Loan
Documents  or  relating  to the  Collateral,  and  (vii)  in  preparing  for the
foregoing,  whether or not any legal  proceeding  is brought or other  action is
taken. Such costs,  expenses,  and fees shall include,  without limitation,  all
such costs,  expenses,  and fees  incurred in  connection  with any  bankruptcy,
receivership,  replevin,  or other  court  proceedings  (whether at the trial or
appellate level).  Borrower agrees to pay interest on such costs,  expenses, and
fees at the Default Rate from the date incurred by Bank until paid in full.

SEVERABILITY.  If  any  provision  or any  part  of any  provision  of the  Loan
Documents is  unenforceable,  the  enforceability of the other provisions or the
other provisions and the remainder of the subject provision, respectively, shall
not be affected and they shall remain in full force and effect.

CHOICE OF LAW. The Loan Documents  shall be governed by the laws of the State of
Arizona, without giving effect to conflict of laws principles.

TIME OF ESSENCE.  Time is of the essence  with regard to each  provision  of the
Loan Documents as to which time is a factor.

NOTICES AND DEMANDS. All demands or notices under the Loan Documents shall be in
writing (including, without limitation,  telecopy,  telegraphic, telex, or cable
communication)  and  mailed,  telecopied,   telegraphed,   telexed,  cabled,  or
delivered to the respective party hereto at the address  specified at the end of
this  paragraph or such other address as shall have been  specified in a written
notice.   Any  demand  or  notice  mailed  shall  be  mailed  first-class  mail,
postage-prepaid,  return  receipt  requested  and  shall be  effective  upon the
earlier of (i) actual receipt by the  addressee,  and (ii) the date shown on the
return  receipt.  Any  demand or notice not mailed  will be  effective  upon the
earlier of (i) actual receipt by the addressee, and (ii) the time the receipt of
the telecopy, telegram, telex, or cable is mechanically confirmed.

Address  for  Notices to  Borrower:  7001 North  Scottsdale  Road,  Suite  2050,
Scottsdale,  Arizona 85253,  Attention:  Kenda Gonzales,  with a copy to Timothy
Westfall at the same address.

Address  for  Notices to Bank:  Western  Region  Real  Estate,  P. O. Box 29542,
Phoenix, Arizona 85038, Attention: Dept. A-383.

JOINT AND SEVERAL  OBLIGATIONS.  All  obligations  in any of the Loan  Documents
executed by more than one Loan Party shall be the joint and several  obligations
of each such person. In each Loan Document executed by more than one Loan Party,
each  reference to Borrower,  Obligor,  or Trustor  shall be a reference to each
person  executing  such  Loan  document  individually  and to all  such  persons
collectively.

COMMUNITY  PROPERTY AND SEPARATE PROPERTY OF BORROWER.  If Borrower includes one
or more  persons  who are married to each other or to other  persons,  each such
person  included in  Borrower  agrees  that (i) the Loan  documents  executed by
Borrower are made on behalf of the marital  community of each person included in
Borrower  and his or her  spouse,  and (ii) Bank may have  recourse  against the
separate property of each person included in Borrower and the community property
of each such person included in Borrower and his or her spouse for  satisfaction
of the obligations of Borrower under the Loan Documents.

BANK'S RIGHT OF SET-OFF.  Borrower  grants to Bank (i) the right at any time and
from time to time after an Event of Default, in the absolute and sole discretion
of Bank and  without  demand or notice to the  Borrower,  to  set-off  and apply
deposits (whether certificates of deposit,  demand, general,  savings,  special,
time, or other, and whether  provisional or final) held by Bank for Borrower and
any other  liabilities  or other  obligations  of Bank to  Borrower  ("Deposits,
Liabilities,  and Obligations")  against or to the obligations of Borrower under
the Loan  Documents,  regardless  of  whether  the  Deposits,  Liabilities,  and
Obligations are contingent,  matured, or unmatured, and (ii) a security interest
in the Deposits,  Liabilities,  and  Obligations  to secure the  obligations  of
Borrower  under the Loan  Documents.  In addition,  Borrower  grants to Bank the
right upon the occurrence of an event that with notice, passage of time, or both
would be an  Event of  Default  to  segregate  all  Deposits,  Liabilities,  and
Obligations into an account or otherwise under the sole control of Bank.

INDEMNIFICATION  OF BANK.  Borrower agrees to indemnify,  hold harmless,  and on
demand defend Bank and its stockholders, directors, officers, employees, agents,
and  representatives  for,  from,  and  against  any  and all  damages,  losses,
liabilities,  costs,  and expenses  (including,  without  limitation,  costs and
expenses of litigation and reasonable attorneys' fees) arising from any claim or
demand in respect of the Loan  Documents,  the  Collateral,  or the  transaction
described in the Loan Documents and arising at any time, whether before or after
payment and performance of the  Obligations in full,  excepting any such matters
arising  solely from the gross  negligence or willful  misconduct  of Bank.  The
obligations  of  Borrower  and the  rights of Bank under  this  paragraph  shall
survive  payment and  performance of the Obligations in full and shall remain in
full force and effect without termination.

RESCISSION OR RETURN OF PAYMENTS.  If at any time or from time to time,  whether
before or after payment and  performance of the  obligations of the Loan Parties
under the Loan Documents in full, all or any part of any amount received by Bank
in payment of, or on account of, any  obligation  of the Loan Parties  under the
Loan  Documents  is or must be, or is  claimed  to be,  avoided,  rescinded,  or
returned  by Bank to  Borrower  or any other  Person for any  reason  whatsoever
(including,  without limitation,  bankruptcy,  insolvency,  or reorganization of
Borrower  or  any  other  Person),  such  obligation  and  any  liens,  security
interests, and other encumbrances that secured such obligations at the time such
avoided,  rescinded, or returned payment was received by Bank shall be deemed to
have continued in existence or shall be  reinstated,  as the case may be, all as
though such payment had not been received.

HEADINGS.  The headings at the  beginning of each section of the Loan  Documents
are solely for convenience and are not part of the Loan Documents.

NUMBER AND GENDER.  In the Loan  Documents the singular shall include the plural
and vice versa and each gender shall include the other genders.

MULTIPLE CREDIT ACCOMMODATIONS.  If from time to time Borrower has more than one
loan or other credit  accommodation  with Bank,  Borrower  agrees  that,  unless
otherwise agreed by Bank and Borrower in writing, (i) the Loan Documents and the
agreements,  documents,  and  instruments  evidencing and relating to such other
loan(s) and credit accommodation(s) shall all remain in effect and neither shall
supersede  the other,  regardless  of whether the Loan  Documents and such other
agreements,  documents,  and instruments have differing terms,  conditions,  and
requirements  (ii),  regardless of any such  differences,  Borrower shall comply
with all the terms,  conditions,  and  requirements of the Loan Documents and of
such other agreements, documents, and instruments.

WAIVER OF STATUTE OF LIMITATIONS.  Borrower waives, to the full extent permitted
by law,  the right to plead any statutes of  limitations  as a defense to any or
all obligations under the Loan Documents.

WAIVERS BY BORROWER.  Borrower (i) waives,  to the full extent permitted by law,
presentment, notice of dishonor, protest, notice of protest, notice of intent to
accelerate, notice of acceleration, notice of dishonor, and all other notices or
demands  of any  kind  (except  notices  specifically  provided  for in the Loan
Documents),  and (ii) agrees that Bank may enforce  this Note and any other Loan
Documents  against any person  included in Borrower  without first having sought
enforcement against any other Loan Party or any Collateral.

SENIOR INDEBTEDNESS.  The obligations  evidenced by this Note constitute "Senior
Indebtedness" pursuant to the terms of the Subordinated Notes Indenture and Bank
is and shall be  entitled  to all of the rights  and  benefits  accruing  to the
holders of Senior Indebtedness pursuant to the Subordinated Notes Indenture.

REPLACEMENT  NOTE.  This Note is a  replacement  of that  Promissory  Note dated
February 25, 1993 in the principal amount of $10,000,000.00 made by Borrower and
payable to Bank.


                                     CONTINENTAL HOMES HOLDING CORP., a
                                     Delaware corporation              
                                     

                                     By: /s/ Kenda B. Gonzales
                                         --------------------------------------
                                     Name:   Kenda B. Gonzales
                                           ------------------------------------
                                     Title:  Senior Vice President
                                            -----------------------------------