RIVERSIDE MASTER
                                      LEASE

         THIS LEASE  ("Lease")  is entered  into by and between  CAX  RIVERSIDE,
L.L.C.,  a Delaware limited  liability  company  ("Lessor"),  and RIVERSIDE GOLF
COURSE COMMUNITY,  L.L.C., a Delaware limited liability company ("Lessee"),  and
is  effective  on the date last  executed by Lessor and Lessee  (the  "Effective
Date").

                                   WITNESSETH:


         Article 1         Definitions.

         1.1 Capital Expenditures.  Those arms-length  expenditures  customarily
characterized  as capital  expenditures  in accordance  with generally  accepted
accounting  principles  consistently  applied  including  but not limited to the
costs of developing  additional  residential phases, nine additional golf holes,
community  centers,  golf pro-shop,  marina,  water and sewer  treatment  plant,
expansion,  roads and related infrastructure together with construction interest
thereon.

         1.2  Expenses.  The  aggregate  amount of monies  actually  paid by the
Lessee in connection with the operation of the Premises  pursuant to arms-length
transactions  during each  respective  Lease Quarter and Lease Year, as the case
may be, except as hereinafter provided to the contrary,  for (i) Labor Costs (as
defined hereinbelow), (ii) general maintenance,  repairs and replacements, (iii)
premiums  actually  paid by the Lessee for  insurance  customarily  carried  for
property comparable to the Premises,  (iv) charges (including  applicable taxes)
for or in  connection  with real estate  taxes,  assessments,  water charges and
sewer rents, (v) customary and reasonable  accounting and auditing  expenses and
customary  and  reasonable  attorneys'  fees,  (vi)  management  fees  paid to a
managing agent  reasonably  approved by Lessor,  (vii) fees paid to unaffiliated
third  parties  for  consulting,  engineering  or  other  professional  services
provided  that such fees are customary  and  commercially  reasonable in amount,
(viii) other expenses which are not  discretionary and are required by law, (ix)
sales tax paid hereon,  if any, and (x)  reserves for Capital  Expenditures  (as
defined below),  and (xi) other commercially  reasonable  expenses in connection
with, and related solely to, the operation and maintenance of the Premises which
are usual and customary for comparable properties located in the vicinity of the
Premises.  All of  the  foregoing  items  shall  be  substantiated  by  evidence
satisfactory  to Lessor  in its  reasonable  discretion.  Without  limiting  the
generality  of those items  which  shall not be  included  in, or which shall be
excluded  from,  Expenses,  the following  shall be  specifically  excluded from
Expenses:

         (a)      general overhead expenses of the Lessee, whether in connection
with the operation of the Premises or otherwise;



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         (b)      depreciation, amortization and other non-cash items;

         (c)      prepaid  expenses  which  are  not customarily  prepaid in the
ordinary course of business; and

         Capital  Expenditures  other than Capital  Expenditures which relate to
minor capital improvements,  which shall be deemed to be an Expense but only (x)
if Lessor  shall have  approved  same in writing,  which  approval  shall not be
unreasonably  withheld  and (y) in an amount  not to exceed  for the  applicable
period,  the  amortization for such  improvements  determined on a straight line
basis over the useful  life of the  improvement  in  accordance  with  generally
accepted  accounting  principles,  consistently  applied)  and other  than those
Capital Expenditures contemplated through reserves.

         1.3 Gross  Revenue.  The  aggregate  of all revenue from all sources in
respect of the operation of each Phase of the Premises (as defined  hereinbelow)
(including, without limitation,  pursuant to or in connection with any leases of
mobile  home  spaces,  golf  course and  marina  excluding  any income  from the
operation  of the water and sewer  treatment  plant)  received by the Lessee for
each  respective  Lease  Quarter and Lease Year,  as the case may be, other than
condemnation  awards and insurance  proceeds  (except for the proceeds of rental
loss  insurance,  which  shall be  deemed  to be Gross  Revenue)  to the  extent
actually  used by Lessee to restore the affected  portion of the  Premises,  and
security deposits,  except to the extent such sums are applied to the payment of
any rent,  additional rent or other sums due under any of the leases;  provided,
however, that not withstanding anything to the contrary contained in this Lease,
Gross  Revenue  shall not include any item of revenue  unless such item would be
treated as "rents from real  property"  within the meaning of Section  856(d) of
the Code, determined as if such item had been received or accrued by CAX.

         1.4 Labor Costs. All customary and reasonable expenses actually paid by
Lessee pursuant to arms-length  transactions  during any Lease Quarter which are
directly  related to the employment of personnel whose  responsibilities  relate
solely to the  Premises,  including  amounts paid for wages,  salaries and other
compensation  for services,  payroll,  social  security,  unemployment and other
similar taxes, workers compensation,  insurance,  disability benefits, pensions,
hospitalization,  retirement  plans and group  insurance,  uniforms  and working
clothes  and  the  cleaning  thereof,  and  expenses  imposed  pursuant  to  any
collective bargaining agreement.

         1.5 Lease Quarter. The period beginning on November 20, 1998 and ending
March 31, 1999, and each subsequent three (3) month period  thereafter until the
expiration of the Term (as defined hereinbelow).

         1.6 Lease Year.  The period  beginning on January 1, 1999 and ending on
December  31,  1999,  and each  subsequent  twelve (12)  calendar  month  period
thereafter

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until the expiration of the Term (as defined hereinbelow).

         1.7 Net Cash Flow. For each respective Lease Quarter and Lease Year, as
the case may be, the amount, if any, by which Gross Revenue exceeds Expenses for
such Lease Quarter or Lease Year.

         1.8 Phases.  There are currently planned five phases of development for
a total of 1,186 units broken down as follows:


         Phase No.                 Proposed Units
Phase I (completed)                     244
Phase II                                100
Phase III                               100
Phase IV                                100
Phase V                                 100
Phase VI                                100
Unallocated                             442
Total                                  1,186
============================ ==========================

Phase I is full developed having 244 fully developed  spaces with  approximately
220 spaces occupied by residents paying rent.

         1.9 CAX. Commercial Assets,  Inc., a Maryland  corporation which is the
sole member of Lessor.

         1.10 Code. The Internal Revenue Code of 1986, as amended.

         Article 2         Grant and Term.

         2.1 Premises.  In consideration of the rents,  covenants and agreements
herein set forth,  Lessor  hereby  leases to Lessee and Lessee hereby rents from
Lessor those certain premises,  fixtures and improvements  located on each Phase
thereon,  located in  Hillsborough  County,  Florida,  including the mobile home
park,  golf course and marina,  the street address of which is Universal  Drive,
Ruskin,  FL 33570,  and which is more  particularly  described  on  Exhibit  "A"
attached  hereto  (collectively,  the  "Premises").  Lessee  hereby  accepts the
Premises "as is,"  without any  representation  or warranty of any kind,  either
express or implied,  on behalf of Lessor.  Accordingly,  Lessee acknowledges and
agrees  that is has  inspected  the  Premises,  including,  but not  limited to:
structural elements,  sewage,  utility systems, and other facilities;  the soils
and geology of the

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premises;  the zoning and other legal status of the Premises;  the habitability,
merchantability  and fitness of the  Premises;  the adequacy of the Premises for
any particular  purpose;  and the Premises'  compliance with  applicable  codes,
laws, regulations, statutes, ordinances, covenants, conditions, and restrictions
of any kind.

         2.2 Quiet  Enjoyment.  Upon  payment by Lessee of the Rent (as  defined
hereinbelow)  herein  provided,  and upon the observance and  performance of all
terms and  provisions  hereunder on Lessee's part to be observed and  performed,
Lessee shall have the right to quiet  enjoyment  of the Premises  subject to the
terms, conditions and covenants of this Lease.

         2.3 Term. The original term of this Lease shall  commence  November 20,
1998,  and shall be for a period of fifty (50)  years,  expiring  on December 1,
2049.  The phrase  "Term" as used in this Lease  shall  mean  collectively,  the
Initial Term and any Renewal Term (as  hereinafter  defined) for which an option
has been  exercised  by  Lessee.  Each Phase of the  Premises  will have its own
commencement  date but shall expire on December 1, 2049.  The Renewal  Terms and
expiration dates shall be coterminous for all phases.

         2.4 Renewal  Terms.  If Lessee shall have kept and  performed  each and
every  covenant,  agreement and provision  herein,  then Lessee may, at Lessee's
option,  renew this Lease for four (4)  additional  "Renewal  Terms"  (herein so
called) of five (5) years each.  Each  Renewal  Term shall  commence on the date
immediately  following the last day of the Initial Term or the preceding Renewal
Term,  as the case may be. Such option is to be  exercised  by Lessee by written
notice  thereof  given to Lessor not later than six (6) months nor earlier  than
fifteen (15) months prior to the expiration of the Initial Term or the preceding
Renewal  Term,  as the case may be. If Lessee  fails or omits to give Lessor the
written notice herein  required  within the prescribed  time, it shall be deemed
without further notice and without further agreement, that Lessee elected not to
exercise the option to extend the term of this Lease.

         Article 3  Rent.

         3.1 Lessee  agrees to pay to Lessor as "Base  Rent"  (herein so called)
for Phase I of the  development  on the Premises,  the sums indicated on Exhibit
"B" attached hereto and made a part hereof,  which amounts are calculated  using
Lessor's land acquisition costs of $________ (the "Acquisition Amount") plus the
cost of  developing  the nine  additional  golf holes,  golf pro-shop and marina
times the rent factor  percentage  shown on Exhibit B (the "Base Rent  Factor").
Base Rent  shall be  payable  monthly in equal  monthly  installments,  plus all
applicable  sales tax. Rent shall  commence on the first day of the Initial Term
and shall be due and payable in advance on the first day of each calendar  month
thereafter without demand,  set-off, or deduction  whatsoever,  at the office of
the Lessor designated for notices. Lessee also shall pay all taxes,  assessments
and/or

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governmental  charges  of any kind and  nature  whatsoever  now or  subsequently
levied or assessed upon the privilege of renting the Premises or upon the amount
of rent collected therefor.

         3.2      Percentage Rent

                  (a) In addition  to the payment of Base Rent,  Phase Base Rent
and  Additional  Rent (as defined in Sections  3.3 and 3.4 below),  Lessee shall
also pay to Lessor, within thirty (30) days after the end of each Lease Quarter,
percentage rent  ("Percentage  Rent") equal to 50% of Net Cash Flow. The balance
of Net Cash Flow shall be retained by Lessee.  Notwithstanding  anything in this
paragraph 3 to the contrary,  the Net Cash Flow paid as  Percentage  Rent within
thirty (30) days after the end of each Lease Quarter shall be based upon amounts
calculated  on  an  accrual  basis.  Such  calculations  shall  be  prepared  in
accordance with generally accepted accounting principles. In accordance with the
provisions  of 3.2(c)  hereinbelow,  Lessee  shall at the end of each Lease Year
re-calculate the proper amount of the Percentage Rent that should have been paid
during  such Lease  Year and shall make such  adjustments  as are  necessary  in
accordance  with the provisions of paragraph  3.2(c).  Notwithstanding  anything
expressed or implied to the contrary in this Lease, amounts payable to Lessor as
Percentage  Rent shall be  determined  using only that  revenue of Lessee  which
would qualify as "rents from real property" within the meaning of Section 856(d)
of the Code,  determined as if received or accrued directly by CAX. In the event
that  there  is  a  final  non-appealable  decision  by  a  court  of  competent
jurisdiction or by the Internal Revenue Service,  or if Lessor determines,  that
any item of revenue of Lessee was  improperly or  erroneously  included in Gross
Revenue in  determining  Net Cash Flow and the amount of Rent payable to Lessor,
then,  without  prejudice to any other remedies that Lessor may have  hereunder,
Lessor shall, as promptly as practicable,  refund to Lessee the resultant amount
of Rent received in error.  Lessor and Lessee shall, to the extent  permitted by
law,  treat any such  refund  for all tax and other  purposes  as a  retroactive
adjustment to Rent for the period in which the item originally arose.

                  (b) Each payment of Percentage  Rent shall be accompanied by a
revenue and expense  statement  (prepared in accordance with generally  accepted
accounting principles  consistently applied in such detail and with such back-up
information  as shall be reasonably  required by Lessor)  certified by Lessee as
true, correct and complete, setting forth, among other things, Gross Revenue and
Expenses for such Lease Quarter and the  calculation and application of Net Cash
Flow and Percentage Rent (if any) for such Lease Quarter.

                  (c) If the  installments  of  Percentage  Rent paid during and
with  respect  to such  Lease  Year  exceed  the  amount of  Percentage  Rent as
recomputed  on an annual  basis,  the amount of such  excess  shall be  credited
against the installments of Percentage Rent next coming due or shall be refunded
to Lessee in the event no further installments

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of Percentage Rent are payable hereunder.  If the Percentage Rent paid to Lessor
during such Lease Year is less than the amount of Percentage  Rent as recomputed
on an annual  basis  which  should had been paid to  Lessor,  the amount of such
deficiency  shall be due and payable  upon  delivery  of such  annual  financial
statement.   If  such  difference  between  Percentage  Rent  actually  due  and
Percentage Rent paid is equal to or greater than five percent (5%) of the amount
of Percentage  Rent actually due or regardless of the amount of the  deficiency,
if the  deficiency  is a result of fraud or  willful  misconduct  on the part of
Lessee,  Lessee  shall  also pay to the  Lessor  upon  delivery  of such  annual
financial  statements  an  additional  amount  equal to six percent (6%) of such
underpayment as and for liquidated  damages to compensate Lessor for the loss of
use of such sums during the applicable Lease Year.

         3.3      Phase Base Rent and Unit Rent.

         Lessee agrees to pay to Lessor as "Base Rent" for Phases II, III, IV, V
and VI of the  Premises  (the Phase Base Rent) , an amount  calculated  by using
Lessor's  allocated land acquisition  costs of $3,000.00 per Unit for each Phase
plus all per  Unit  allocated  Capital  Expenditures  and  Marketing  Costs,  as
hereinafter  defined,  times the rent  factor of 10% per annum (the  "Phase Base
Rent  Factor").  Lessor and Lessee agree to amend this Lease to state the actual
total Capital  Expenditures  and Marketing  Costs for each Phase upon each Phase
obtaining a  certificate  of occupancy for the first Unit within that Phase (the
"Occupancy Date") including all closing costs,  expenses,  professional fees and
other  allocations.  Which amount will be divided by the number of Units in that
Phase to  establish  a per unit  cost  (the  "Unit  Cost") at the time a Unit is
occupied by a resident and that resident is paying rent the Lessee agrees to pay
Lessor additional base rent per occupied Unit equal to five percent (5%) of (the
"Unit  Rent").  Phase  Base  Rent  shall be  payable  monthly  in equal  monthly
installments, plus all applicable sales tax, if any, commencing on the first day
of the seventh (7th) month following the Occupancy Date (the "Rent  Commencement
Date").  Prior to the Rent Commencement Date, funds advanced by Lessor to Lessee
with respect to Capital Expenditures,  Marketing Costs, and the Unit Costs shall
bear interest at the rate of ten percent (10%) per annum which interest shall be
capitalized as of the Rent  Commencement  Date.  Rent shall commence on the Rent
Commencement  Date for that Phase and shall be due and payable in advance on the
first  day of  each  calendar  month  thereafter  without  demand,  set-off,  or
deduction  whatsoever,  at the office of the Lessor  designated for notices.  If
available  cash flow is  inadequate to satisfy any Phase Base Rent or Unit Rent,
Lessee shall have the right to accrue the balance due Lessor until the cash flow
is adequate to service  Phase Base Rent or Unit Rent for each Phase.  Any unpaid
Phase  Base Rent or Unit Rent  shall be paid to Lessor  prior to any  payment of
percentage  rent on any Phase of the  Development.  Lessor shall  advance at the
request  of Lessee  the  Capital  Expenditures  to the  Lessee for each Phase in
accordance with a Phase  Development  Budget  previously  approved in writing by
Lessor.  Lessor shall also advance, at the request of Lessee, the Lessee's share
of Marketing Costs allocated to each Phase pursuant to a Phase Marketing  Budget
previously approved

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in writing by Lessor (the "Marketing Costs").

         3.4      Additional Rent.
         Lessee shall pay as "Additional Rent" (herein so called) all other sums
and charges  required to be paid by Lessee  pursuant to the terms of this Lease.
The terms Base Rent, Phase Base Rent, Unit Rent,  Percentage Rent and Additional
Rent are sometimes referred to herein  collectively as "Rent." Lessee also shall
pay all taxes,  assessments and/or  governmental  charges of any kind and nature
whatsoever now or subsequently  levied or assessed upon the privilege of renting
the Premises or upon the amount of Rent collected therefor.

         3.5      Past Due Rent.
         If the Lessee shall fail to pay when due and payable any Base Rent,  or
any other  amounts or charges  provided for in this Lease,  and which failure is
not cured  within  fifteen (15) days after  written  notice of such failure from
Lessor, there shall become due and payable, in addition,  an amount equal to ten
percent (10%) of the amount past due to cover the Lessor's  additional  costs in
handling delinquent charges. Further, if Lessee shall fail to pay within fifteen
(15) days after the same is due and  payable any Base Rent,  Additional  Rent or
any other  amounts or charges  provided for in this Lease,  and which failure is
not cured  within  fifteen (15) days after  written  notice of such failure from
Lessor,  such past due amount  shall bear  interest at the lesser of the maximum
rate  permitted by law or eighteen  percent (18%) per annum (herein the "Default
Rate") from the date due until paid.

         Article 4  Real Estate Taxes.

         Lessee  agrees to pay prior to  delinquency  all taxes,  public  and/or
private  assessments and governmental  charges of any kind and nature whatsoever
now or subsequently levied or assessed against the Premises.  Lessee may contest
any such taxes  provided  Lessee tenders full payment of same to Lessor prior to
initiating such contest.

         Article 5  Utilities.

         To the extent not paid for by mobile home  residents and  sub-lessee of
the marina and golf course,  Lessee  covenants and agrees to pay all charges for
water, sewer, gas, electric, telephone, and other utilities and services used or
consumed  in or upon the  Premises  as and when the  charges  for the same shall
become due and payable,  and shall not allow the same to become  delinquent or a
lien upon the Premises.

         Article 6  Conduct of Business by Lessee.

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         6.1 Use of Premises.  The Premises  shall be used by Lessee  solely for
the purpose of operating thereon a mobile home community and related  amenities,
and for subleasing a golf course and marina and related businesses. Lessee shall
not  suffer or permit all or any part of the  Premises  to be used for any other
business or purpose or by any other person without the prior written  consent of
Lessor, which consent shall not be unreasonably withheld.

         6.2 Governmental Regulation.  Lessee, at its expense, shall comply with
all  federal,  state and local  laws,  ordinances,  orders,  rules,  regulations
(including,  without  limitation,  the Americans  with  Disabilities  Act),  all
agreements  and covenants of public  record  pertaining to all or any portion of
the  Premises now or hereafter  in force,  and all  recommendations  of the Fire
Underwriters Rating Bureau,  with respect to the Premises.  Without limiting the
foregoing,   Lessee  shall  be  required  to  effect  any   structural   repair,
improvement, alteration or other change to the Premises and improvements thereon
by  reason  of any such  laws,  ordinances,  rules,  regulations,  covenants  or
agreements.

         6.3  Waste or  Nuisance.  Lessee  shall  not  commit  or  suffer  to be
committed  any waste upon all or any portion of the  Premises or any nuisance or
other act or thing  which may  disturb the quiet  enjoyment  of any  surrounding
property owners.

         Article 7   Covenants of Lessee.

         Lessee  covenants and agrees that, at all times during the Term of this
Lease:

         7.1 Use of Premises. Lessee will use commercially reasonable efforts to
sublease substantially all of its interest in the Premises.

         7.2 Source of Income.  Substantially all of the gross income derived by
Lessee pursuant to such subleases will  constitute  income that would qualify as
"rents from real  property"  within the  meaning of Section  856(d) of the Code,
determined as if such income had been received or accrued by CAX.  Substantially
all of the gross  income  derived by Lessee  from all  sources  will  constitute
either  "rents from real  property" as described in the preceding  sentence,  or
other income of a character which is described in Section 856(c)(3) of the Code.

         7.3 Tax Classification. Lessee will not be treated as a corporation for
federal income tax purposes;  provided, however, that it may be wholly owned and
treated  as an entity  that is  disregarded  for  federal  income  tax  purposes
pursuant  to  the  rules  of  Section   301.7701-3(b)(1)(ii)   of  the  Treasury
Regulations, with its assets and income treated as those of its owner.

         7.4 Assets.  Lessee will not hold securities of any one issuer,  within
the meaning of Section  856(c)(4)(B)  of the Code,  in an amount that  exceeds 5
percent of the value of

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Lessee's  gross  assets.  Lessee  will not hold any  direct or  indirect  equity
interest in any entity that is treated as a corporation  for federal  income tax
purposes.

         7.5  Ownership of REIT Stock.  Lessee,  together with those persons who
directly and indirectly own any interest in Lessee, shall not own,  individually
or in the aggregate,  directly,  indirectly or by attribution (as determined for
purposes of Section 856(d) of the Code),10 percent or more in value of the stock
of CAX.

         7.6  Cooperation.  Lessee will  cooperate  with Lessor in  ascertaining
compliance  with  each of the  covenants  set  forth  in this  Article  7.  Such
cooperation  shall  include,  without  limitation,  to the extent  requested  by
Lessor,   providing  financial   statements,   copies  of  subleases  and  other
information,   completing   questionnaires   and   certificates,   and   causing
knowledgeable officers,  employees or agents to be available to answer questions
for  Lessor and its  agents.  The  covenant  to  cooperate  as set forth in this
paragraph  7.6  shall  continue  beyond  the term of this  Lease  to the  extent
reasonably requested by Lessor.

         Article 8  Maintenance of Premises.

         8.1 Maintenance by Lessee.  Lessee shall at all times keep the Premises
and all improvements located thereon (including,  without limitation, all slabs,
footers, walls, roofs and other structural elements, all glass, windows, floors,
partitions,  doors,  fixtures,  equipment and appurtenances  thereof,  lighting,
heating,  plumbing  fixtures and air conditioning  equipment,  but excluding all
items including mobile home units owned by residential  tenants),  in good order
and repair, and in a clean and sanitary condition,  and shall make all necessary
repairs,  ordinary and  extraordinary,  foreseen and  unforeseen,  including all
necessary replacements,  alterations,  additions and betterments, using material
and equipment of like kind and quality to the original improvements.

         If Lessee  fails to  maintain  and  repair  Premises  and  improvements
thereon as required hereunder to the satisfaction of Lessor,  then within thirty
(30) days after written  request,  Lessor shall then have the right to enter the
Premises to make such repairs at Lessee's  expense,  without liability to Lessee
for any loss or damage that may accrue to  Lessee's  merchandise,  fixtures,  or
other property or to Lessee's  business by reason  thereof,  and upon completion
thereof,  Lessee  shall pay as  Additional  Rent  Lessor's  cost of making  such
repairs, plus ten percent (10%) of the cost thereof for overhead,  within thirty
(30)  days of  presentation  of the bill  therefor,  which  shall be  conclusive
evidence of the amount of such cost. Any sums not so paid shall bear interest at
the Default Rate from the date due until paid.

         8.2      Delivery at Expiration.
         Upon  the  expiration  of the  tenancy  hereby  created,  Lessee  shall
surrender  the  Premises  in the same  condition  as existing  upon  delivery of
possession thereof under this

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Lease,  reasonable wear and tear excepted,  and shall surrender all keys for the
Premises to Lessor at its place then fixed for the payment of Rent. Lessee shall
remove all of its trade fixtures and any alterations or improvements  which have
not become the  property of the Lessor  pursuant  to Section 9.1 hereof,  before
surrendering  the  Premises  as  aforesaid  and shall  repair  any damage to the
Premises or improvements thereon caused thereby.  Lessee's obligation to observe
or perform this covenant  shall survive the  expiration or  termination  of this
Lease.

         Article 9  Fixtures, Improvements.

         9.1  Ownership  of  Improvements.  All  alterations,  replacements  and
improvements  permanently  affixed to the  Premises by Lessee  shall  become the
property of Lessor upon  termination  of this Lease or any  extension or renewal
and shall remain on the Premises in absence of a written  agreement of Lessor to
the contrary.  Upon expiration of this Lease,  or any renewal term thereof,  any
property belonging to Lessee which Lessee has failed to remove from the Premises
shall forthwith become the property of Lessor and Lessee shall be liable for the
cost of removal thereof.  Notwithstanding  the foregoing,  however,  mobile home
units may be removed at any time by the owners thereof.

         9.2 Lessee  Shall  Discharge  All Liens.  Except as provided in Section
21.11 below,  Lessee shall not have any authority to create any liens for labor,
services,  materials  or  other  items  required  by any  improvements  upon the
Premises,  and the  interest  of  Lessor  shall  not be  subject  to  liens  for
improvements  made by or on behalf of  Lessee.  Lessee  shall  promptly  pay all
contractors  and  materialmen  working on the Premises on its account,  so as to
minimize the possibility of a lien attaching to any of the Premises.  Should any
such lien be made or filed,  Lessee shall  notify  Lessor  immediately  and bond
against or discharge the same within thirty (30) days after such lien is made or
filed.

         Article 10  Insurance and Indemnity.

         10.1 Liability Insurance.  Lessee shall procure and maintain throughout
the Term,  at its sole  expense,  (a) Workers'  Compensation  and  Comprehensive
General Liability Insurance (with contractual  liability  endorsement)  insuring
Lessor and Lessee against all claims arising out of Lessee's use or occupancy of
the  Premises  or the  condition  of the  Premises,  in an amount  not less than
$1,000,000  with  respect to injuries  to, or death of, any one  person,  and an
amount not less than  $2,000,000 with respect to any one occurrence or disaster,
and an amount  not less than  $500,000.00  with  respect  to  property,  and (b)
business  interruption  insurance,  insuring  loss of profits in the event of an
insured peril damaging the Premises.

         10.2 Casualty Insurance.  Lessee shall keep in force at its own expense
throughout the term of this Lease all risk property  insurance covering fire and
extended coverage,  vandalism and malicious  mischief,  sprinkler  leakage,  and
other perils of direct

                                       10


<PAGE>



physical  loss or damage  insuring the common area  improvements  located on the
Premises for the full replacement value thereof.  Lessee will have such casualty
insurance policy endorsed to show Lessor as a loss payee.

         10.3 General.  Lessee's  liability and casualty insurance policies will
provide  for at least  thirty  (30) days notice to Lessor  before  reduction  of
policy limits, cancellation, or any other policy changes adverse to the Lessor's
interest.  Lessee will furnish  Lessor with a copy of policy or policies of such
insurance and/or  certificates  thereof prior to the commencement of the Initial
Term and thereafter within fifteen (15) days after Lessor's  request.  If Lessee
shall not comply with the  provisions  of this  Article  10,  Lessor may, at its
option,  cause  insurance as aforesaid to be issued,  and in such event,  Lessee
agrees to pay the premium for such  insurance plus ten percent (10%) of the cost
thereof for overhead,  within five (5) days of Lessor's demand.  Any sums not so
paid shall  bear  interest  at the  Default  Rate from the date due until  paid.
Lessee  agrees to  periodically  increase the limits of the  insurance  required
hereunder to commercially reasonable limits.

         10.4  Indemnity  by  Lessee.  Lessor  shall  not be liable to Lessee or
Lessee's employees, agents, visitors or any other person for injury to person or
damage to or loss of  property on or about the  Premises,  or arising out of the
use of the  Premises  by Lessee,  or the  conduct of its  business  thereon,  or
arising  out of any  breach  or  default  by Lessee  in the  performance  of its
obligations  hereunder,  or resulting from any other cause except  Lessor's sole
negligence.  Lessee shall  indemnify,  save  harmless and defend Lessor from and
against any and all suits,  claims,  actions,  damages,  liability  and expense,
including  attorneys'  fees, in connection  with loss of life,  personal  injury
and/or  damage to  property  arising  with  respect to the  Premises or any part
thereof,  or occasioned wholly or in part by any act or omission of Lessee,  its
officers, agents, servants, contractors, employees or invitees.

         10.5 Employer's Liability Insurance.  Lessee shall, throughout the term
of this lease or any renewal  thereof,  maintain such workmen's  compensation or
employer's liability insurance as may be required by law and shall indemnify and
hold harmless the Lessor against any loss, claim or demand of employees, agents,
contractors and subcontractors of the Lessee.

         10.6 Waiver of Subrogation. Lessor and Lessee hereby release each other
from any and all  liability or  responsibility  to the other or anyone  claiming
through or under them by way of subrogation or otherwise from any loss or damage
to property  caused by fire or any other perils insured in policies of insurance
covering  such  property,  even if such loss or damage shall have been caused by
default or  negligence  of the other  party or anyone for whom such party may be
responsible.

         Article 11  Assignment and Subletting.

                                       11

<PAGE>



         Except for  subleases for the  operation  and  maintenance  of the Golf
Course,  Marina and  related  facilities  to  Riverside  Golf Course and Marina,
L.L.C., a Delaware limited  liability  company and the water and sewer treatment
facilities to Riverside Utilities,  L.L.C., a Delaware limited liability company
and  residential  lot  leases or  tenancies,  and  other  than as  permitted  in
Paragraph  21.11  herein,  Lessee  shall not (a) assign,  or in any other manner
transfer this Lease or any estate or interest  therein;  (b) sublet the Premises
or any part thereof; (c) permit the transfer of ownership interests in Lessee so
as to result in a change in the  control  of  Lessee;  or (d)  permit  any other
person to become Lessee by merger, consolidation, or otherwise (all of the above
being a "Transfer"),  without the prior written consent of Lessor,  such consent
to be withheld in the sole and absolute discretion of Lessor.  Consent by Lessor
to one or more Transfers  shall not operate as a waiver of Lessor's rights as to
any subsequent Transfer.

         Lessee  shall  give  Lessor at least  sixty (60) days  advance  written
notice of any proposed Transfer,  accompanied by a copy of the proposed Transfer
documents,   including  such   additional   information,   including   financial
information, as Lessor reasonably requests regarding such transferee.

         Article 12 Events of Default/Remedies.

         12.1  Default.  Lessee  shall be deemed in default  of its  obligations
under this Lease upon the occurrence of any of the following:

                  (a) Lessee's  failure to pay Rent when due,  which  default is
not cured within  fifteen (15) days after  written  notice  thereof by Lessor to
Lessee;

                  (b) Lessee's  failure to perform any other covenant,  promise,
or  obligation  of this Lease,  other than the payment of Rent,  for a period of
more than thirty  (30) days after  written  notice  thereof by Lessor to Lessee,
except  that this  thirty (30) day period  shall be  extended  for a  reasonable
period of time if the alleged  default is not reasonably  capable of cure within
said thirty (30) day period and Lessee proceeds to diligently cure the default;

                  (c) Lessee  shall be late twice  during any twelve  (12) month
period in the  payment of Rent or other sums or  charges  due Lessor  under this
Lease, or shall  repeatedly  default in the keeping,  observing or performing of
any other  covenants or  agreements  herein  contained  to be kept,  observed or
performed by Lessee (provided notice of such non-payment or other defaults shall
have been given to Lessee,  but irrespective of whether or not Lessee shall have
timely cured any such payment or other default of which notice was given);

                  (d) The appointment of a receiver or trustee for Lessee;

                  (e)  Lessee   voluntarily   petitions  for  relief  under,  or
otherwise seeks the

                                       12


<PAGE>



benefit of, any bankruptcy, reorganization, or insolvency law;

                  (f)  The  sale  of  Lessee's  interest  under  this  Lease  by
execution or other legal process;

                  (g) Lessee's  abandonment  of the Premises  during the term of
this Lease;

                  (h)  Lessee's  making  an  assignment  of this  Lease  for the
benefit of creditors;

                  (i) Any sale, transfer,  assignment,  subleasing,  concession,
license, or other disposition prohibited under Article 11 hereof; or

                  (j) Lessee shall do or permit to be done anything that creates
a lien upon the  Premises  and shall fail to obtain the release of any such lien
or to transfer the lien to bond as required herein.

         12.2 Remedies.  In the event of any default hereunder,  Lessor shall be
entitled  to declare  this Lease to be  terminated  and  re-enter  upon and take
possession of the Premises with prior  written  notice to Lessee,  whereupon the
term hereby granted and all right,  title and interest of Lessee in the Premises
shall terminate.  Such termination  shall be without prejudice to Lessor's right
to collect from Lessee any Rent that may have accrued prior to such termination,
or to recover  damages  suffered  as a  consequence  of the breach of a covenant
contained  in Article  7, or the  falseness  of a  representation  contained  in
paragraph 21.10 hereof.

         12.3 Legal Expenses. In case suit be brought for recovery of possession
of the  Premises,  for the  recovery  of Rent or any other  amount due under the
provisions of this Lease,  or because of the breach of any other covenant herein
contained on the part of the Lessee to be kept or performed, Lessee shall pay to
Lessor all expenses incurred therefor, including attorneys' fees.

         Article 13   Access by Lessor.

         Lessor or Lessor's agents shall have the right,  after reasonable prior
notice to Lessee, to enter the Premises to show them to prospective purchasers.

         Article 14  Lessee's Property.

         14.1 Taxes on Lessee's  Leasehold.  Lessee shall be responsible for and
shall pay before  delinquency,  all municipal,  county,  state and federal taxes
assessed  during  the term of this Lease  against  personal  property  and trade
fixtures  of any kind,  owned by or placed  in,  upon or about the  Premises  by
Lessee.

                                       13


<PAGE>



         14.2 Loss and  Damage.  Lessor  shall not be liable  for any  damage to
property of Lessee or of others located on the Premises,  nor for the loss of or
damage to any  property  of Lessee  or of others by theft or  otherwise.  Lessor
shall not be liable to Lessee for and Lessee shall hold Lessor harmless from and
indemnify  Lessor  against any claims arising from injury to or death of persons
or damage to property resulting from fire, explosion,  gas, electricity,  water,
flood,  air  pollution,  rain or leaks from any part of the Premises or from the
pipes,  appliances  or  plumbing  works or by  dampness or by any other cause of
whatever nature. Lessor shall not be liable to Lessee for any such damage caused
by other Lessees or person in the Premises,  occupants of any of the Premises or
of adjacent  property,  or the public or caused by operations in construction of
any private, public or quasi-public work.

         14.3 Notice by Lessee.  Lessee shall give immediate notice to Lessor in
case of fire or other  casualty or accidents in the Premises or in the building,
or of defects therein or in any fixtures or equipment.

         Article 15  Holding Over, Successors.

         15.1 Holding  Over.  This Lease and the tenancy  hereby  created  shall
cease and  terminate at the end of the Initial Term, or any Renewal Term, as the
case may be, without the necessity of any notice from either Lessor or Lessee to
terminate  the same,  and Lessee hereby waives notice to vacate the Premises and
agrees that Lessor  shall be  entitled to the benefit of all  provisions  of law
respecting the summary  recovery of possession of premises from a Lessee holding
over to the same extent as if statutory notice had been given.

         Any holding  over after the  expiration  of the term  hereof,  with the
consent of the Lessor,  shall be  construed  to be a tenancy from month to month
for the Rent provided  herein  (prorated on a monthly basis) and shall otherwise
be on the terms and conditions herein specified, so far as applicable.

         15.2 Successors.  All rights and liabilities herein given to or imposed
upon,  the parties  hereto  shall  insure to the benefit of and be binding  upon
their respective heirs, executors,  administrators,  successors and assigns, and
if there  shall be more than one  Lessee,  they shall all be bound  jointly  and
severally by the terms,  covenants and agreements  herein.  No rights,  however,
shall inure to the benefit of any assignee of Lessee  unless the  assignment  to
such  assignee has been  approved by Lessor in writing as provided  elsewhere in
this Lease.

         Article 16  Condemnation.

         If the whole of the Premises or such a portion thereof as will make the
Premises unusable for the purpose leased, as reasonably determined by Lessor, be
condemned  or taken in any manner for public use,  then in either event the Term
shall cease and come

                                       14


<PAGE>



to an end as of the date of the  vesting of title in such public  authority  and
all Rent payable by Lessee to Lessor hereunder shall be paid by Lessee up to the
date of the taking.  All compensation and damages awarded in connection with any
such taking of the Premises shall be allocated as follows: (i) to Lessor for its
fee interest in the Premises (including its interest as Lessor under this Lease,
and its reversionary interest in the improvements located on the Premises);  and
then,  (ii) to Lessee  for its  leasehold  estate  and its fee  interest  in the
improvements  (subject to Lessor's  reversionary  interest therein)  immediately
prior to such  taking.  If a portion of the  Premises is  condemned or taken and
this Lease is not  terminated as  aforesaid,  this Lease shall not be terminated
and shall continue  without any abatement of Rent, and Lessee shall,  after such
partial  taking,  at its sole cost and  expense,  repair and  restore any damage
caused by any such partial taking to the common area  improvements so that after
the completion of such  restoration  the common area  improvements  shall be, as
nearly  as  possible,  in a  condition  as  good  as the  condition  thereof  or
immediately  prior to such  partial  taking.  In the  event of any such  partial
taking the net award therefor shall be deposited with Lessor.  Lessor shall then
make  available  to Lessee all of said award to affect the  restoration,  unless
Lessee is in default hereunder. Upon completion of such restoration, any portion
of the award then  remaining will belong to Lessor to the extent of the value of
Lessor's  interest in the award and  thereafter  to Lessee (as described in (ii)
above), any such award retained by Lessor (or retained pursuant to the paragraph
immediately  below) shall result in an equitable  reduction in Base Rent. If the
cost of the  restoration  required  to be made by Lessee  under this Lease shall
exceed  the  amount  of the award  therefore,  the  deficiency  shall be paid by
Lessee.  In no  event  shall  Lessor  be  liable  to  Lessee  for  any  business
interruption,  diminution in use or for any value of any unexpired  term of this
Lease.

         If all or any portion of the Premises  shall be taken by any  competent
authority  for temporary  use or  occupancy,  this Lease shall  continue in full
force and effect  without  reduction or abatement of Rent,  notwithstanding  any
other  provision  of this  Lease,  statute or rule of law to the  contrary,  and
Lessee shall, in such event, be entitled to any award  specifically made for the
repair  and  restoration  of any  damage to the  Premises,  or any  improvements
thereon,  as a result of such temporary use or occupancy and to the entire award
for such taking to the extent that the same shall be applicable to the period of
such  temporary  use or  occupancy  included  in the  Term and  Lessor  shall be
entitled  to the  remainder  of the  award.  Lessee,  however,  shall,  upon the
termination of the temporary taking (or earlier,  at Lessee's sole  discretion),
at its sole cost and  expense,  repair and restore any damage to the common area
improvements  located on the Premises caused by such temporary use or occupancy,
whether or not the award received by Lessee is sufficient for such purpose.

         Article 17  Destruction of Premises.

         If the Premises shall be totally or partially  damaged by fire or other
casualty,   Lessee  shall  immediately  undertake  to  repair  the  common  area
improvements located on the

                                       15


<PAGE>



Premises to substantially  the same condition as existed prior to such casualty,
Lessee shall be entitled to all insurance  proceeds  payable as a result of such
casualty,  and  Rent  shall  not  be  abated.   However,  if  the  Premises  are
substantially or totally destroyed by fire or other casualty,  Lessor shall have
the option of terminating  this Lease upon thirty (30) days prior written notice
to Lessee,  whereupon Lessor shall be entitled to all insurance proceeds payable
as a result of such casualty.  Lessor shall not liable for any  inconvenience or
interruption of business of Lessee occasioned by fire or other casualty.

         Article 18  Hazardous Substances.

         Lessee  shall not cause or permit any  Hazardous  Substance to be used,
stored,  generated,  or  disposed  of on,  in or about  the  Premises  except in
compliance with all applicable laws and regulations.  If any Hazardous Substance
is used, stored,  generated, or disposed of on, in, or about the Premises, or if
the Premises become contaminated in any manner,  Lessee shall indemnify,  defend
and hold harmless  Lessor from any and all claims,  demands,  actions,  damages,
fines,  judgments,  penalties,  costs (including attorneys',  consultants',  and
experts'  fees),  liabilities,  losses and expenses  arising during or after the
term  of  this  Lease,   arising  as  a  result  of  such  contamination.   This
indemnification includes,  without limitation, any and all costs incurred due to
any investigation of the site or any cleanup,  removal, or restoration  mandated
by a federal, state, or local agency or political subdivision.  Without limiting
the  foregoing,  if  Hazardous  Substances  are  present  on,  in,  or about the
Premises, Lessee, at its sole expense, shall promptly take any and all necessary
actions to return the Premises to the same  condition  that existed prior to the
presence of any such  Hazardous  Substance on, in or about the Premises.  Lessee
shall first obtain Lessor's approval for any such remedial action.

         As used herein,  the term  "Hazardous  Substance"  means any  substance
which is toxic, ignitable,  reactive, or corrosive and which is regulated by any
local  government,  the State in which the Premises  are located,  or the United
States  government.  "Hazardous  Substance"  includes  any and all  materials or
substances which are defined as "hazardous waste",  "extremely  hazardous waste"
or a "hazardous substance" pursuant to state, federal or local governmental law.
"Hazardous  Substance"  includes,  but is not  limited to,  solvents,  asbestos,
polychlorobiphenyls, waste oil and petroleum.

         Article 19  Subordination.

         This  Lease is and shall be subject  and  subordinate  to any  mortgage
which may now or hereafter affect the Premises, provided that neither Lessee nor
any residential tenant shall be disturbed in possession of the Premises. Lessee,
upon  demand at any time or times by  Lessor,  shall  execute,  acknowledge  and
deliver  to Lessor,  without  expense to  Lessor,  any and all  instruments  and
certificates  that may be necessary or proper to subordinate  this Lease and the
rights of the Lessee  hereunder to the lien of any such mortgage or mortgages as
aforesaid, provided such instrument contains non-disturbance

                                       16

<PAGE>



language in favor of Lessee and the mobile home unit  tenants.  Furthermore,  at
any time and from  time to time,  Lessee,  upon  the  request  of  Lessor,  will
execute,  acknowledge and deliver an instrument,  stating,  if the same be true,
that this Lease is in full force and effect, that there are no offsets, defenses
or  counterclaims  with respect to the payment of Rent  reserved  hereunder  and
certifying  such other  information  as may be  requested  by Lessor or Lessor's
lender.  Such  instrument  will be  executed by Lessee and  delivered  to Lessor
within fifteen (15) days of receipt of request therefor.

         Article 20  Sale.

         In the event of a sale of the  Premises  during the term of this Lease,
Lessor and Lessee agree that the sales  proceeds less  reasonable  closing costs
(the "Net Sales  Proceeds")  shall be paid first to Lessor in an amount equal to
the Acquisition  Amount and Capital  Expenditures  funded by Lessor, as the case
may be, plus a fifteen percent (15%) internal rate of return on such Acquisition
Amount  and  Capital  Expenditures  (with  such  15%  internal  rate  of  return
calculated  by taking into account Rent paid to Lessor  (prepaid and  otherwise)
and all casualty insurance and condemnation  proceeds received by Lessor);  with
the remaining Net Sale Proceeds  distributed based on the percentage of net cash
flow being paid Lessor and Lessee as of the date of the sale.

         Article 21  Miscellaneous.

         21.1 Waiver.  The waiver by Lessor of any breach of any term,  covenant
or condition  herein  contained shall not be deemed to be a waiver of such term,
covenant or  condition or any  subsequent  breach of the same or any other term,
covenant or  condition  herein  contained.  The  subsequent  acceptance  of Rent
hereunder by Lessor shall not be deemed to be a waiver of any previous breach by
Lessee of any term, covenant, or condition of this Lease, other than the failure
of the Lessee to pay the  particular  rental so accepted,  whether or not Lessor
had knowledge of such previous breach at the time of acceptance of such Rent. No
covenant, term or condition of this Lease shall be deemed to have been waived by
Lessor, unless Lessor waives the same in writing.

         21.2 Accord and Satisfaction. No payment by Lessee or receipt by Lessor
of an amount  less than the Rent herein  stipulated  shall be deemed to be other
than on account of the earliest  stipulated  Rent, nor shall any  endorsement or
statement  on any check or in any  letter  accompanying  any check or payment as
Rent be deemed an accord and  satisfaction,  and Lessor may accept such check or
payment without  prejudice to Lessor's right to recover the balance of such Rent
or pursue any other remedy provided in this Lease.

         21.3 Entire Agreement.  This Lease and the Exhibits attached hereto and
forming  a part  hereof  set  forth  all the  covenants,  promises,  agreements,
conditions and understandings  between Lessor and Lessee concerning the Premises
and there are no

                                       17


<PAGE>



covenants,  promises, agreements,  conditions or understandings,  either oral or
written,  between  them  other  than are  herein  set  forth.  Except  as herein
otherwise provided, no subsequent alteration,  amendment,  change or addition to
this Lease shall be binding upon Lessor or Lessee unless  reduced to writing and
signed by them.

         21.4 Notices. Any notice, demand, request or other instrument which may
be or is required to be given under this Lease shall be  delivered  in person or
sent by United States certified mail postage prepaid,  return receipt requested,
and shall be  addressed,  (a) if to  Lessee,  at the  Premises  or at such other
address as the Lessee shall  designate by written  notice and, (b) if to Lessor,
3410 South Galena Street,  Suite 210,  Denver,  Colorado 80231, or at such other
address as Lessor may designate by written notice.

         21.5 Captions and Section  Numbers.  The captions,  section numbers and
article  numbers and an index  appearing  in this Lease are  inserted  only as a
matter of  convenience  and in no way define,  limit,  construe or describe  the
scope of intent of such sections or articles of this Lease nor in any way affect
this Lease.

         21.6 Use of Pronoun. The use of the neuter singular pronoun to refer to
Lessor or Lessee shall be deemed a proper reference even though Lessor or Lessee
may be an individual,  a partnership,  a corporation,  or a group of two or more
individuals or corporations.  The necessary grammatical changes required to make
the  provisions of this Lease apply in the plural sense where there is more than
one Lessor or Lessee and to either corporations,  associations,  partnerships or
individuals,  males or females,  shall in all  instances be assumed as though in
each case fully expressed.

         21.7  Partial  Invalidity.  If any term,  covenant or condition of this
Lease,  the  application  thereof to any person or  circumstance  shall,  to any
extent,  be  invalid  or  unenforceable,  the  remainder  of this  Lease  or the
application  of such term,  covenant or  condition  to persons or  circumstances
other than those as to which it is held invalid or  unenforceable,  shall not be
affected  thereby and each term,  covenant or  condition  of this Lease shall be
valid and be enforced to the fullest extent permitted by law.

         21.8 Florida Laws to Govern. This Lease shall be construed according to
the laws of the State of Florida.

         21.9 Net Lease. It is intended by the parties that this Lease be a "net
lease", imposing upon Lessee the obligation to pay all charges of every kind and
nature in connection with the use and occupancy of the Premises,  whether or not
recited herein and whether  foreseeable  or  unforeseeable,  including,  but not
limited to, utilities,  fees, costs, real estate taxes, sales and use taxes, and
all  maintenance  and  repair  costs   associated  with  the  Premises  and  the
improvements located thereon.

         21.10 Representations and Warranties. Lessee represents and warrants to
Lessor

                                       18


<PAGE>



that (i)  Lessee  is a duly  authorized  and  valid  existing  Delaware  limited
liability company; (ii) Lessee is adequately capitalized and expects, throughout
the term of the Lease,  to be able to satisfy its  obligations  on a  continuing
basis as they  become  due and to  derive a  commercially  reasonable  profit in
respect  of its  position  in the  Lease;  (iii)  Lessee  has the full right and
authority  to enter into this  Lease;  (iv) each of the persons  executing  this
Lease on behalf of Lessee is authorized to do so; and (v) this Lease constitutes
a valid and legally binding obligation of Lessee, enforceable in accordance with
the terms.

         Lessor  represents  and  warrants  to Lessee  that (i) Lessor is a duly
authorized and validly existing Delaware limited liability company,  (ii) Lessor
has the full right and  authority  to enter into this  Lease,  (iii) each of the
persons  executing  this Lease on behalf of Lessor is  authorized  to do so, and
(iv) this Lease  constitutes a valid and legally  binding  obligation of Lessor,
enforceable in accordance with the terms.

         21.11  Right  to  Encumber  Leasehold  Estate.  Lessee  shall  have the
unrestricted  right,  from time to time,  to encumber,  hypothecate  or mortgage
Lessee's leasehold estate to a leasehold  mortgagee (the "Leasehold  Mortgagee")
without the prior  consent of Lessor  (the  "Leasehold  Mortgage").  In no event
shall Lessor be obligated to encumber its fee interest in the Premises under any
such Leasehold Mortgage.  Such Leasehold Mortgage shall simultaneously  encumber
Lessee's  title to and  interest in the  improvements  located on the  Premises.
Lessor  consents to the inclusion of a provision in the  Leasehold  Mortgage for
the  assignment  of rents from  leases to mobile home  tenants to the  Leasehold
Mortgagee,  effective upon any default under the Leasehold Mortgage.  Lessor and
Lessee  hereby  agree to  cooperate  in  including  in this  Lease  by  suitable
amendment  from time to time any provision  which may reasonably be requested by
any proposed  Leasehold  Mortgagee for the purpose of implementing the Leasehold
Mortgagee  protection  provisions  contained  in this  Lease and  allowing  such
Leasehold  Mortgagee  reasonable  means to protect or  preserve  the lien of the
Leasehold Mortgage on the occurrence of a default  hereunder.  Lessor and Lessee
each agree to  execute  and  deliver  (and to  acknowledge,  if  necessary,  for
recording  purposes) any agreement  necessary to effectuate any such  amendment;
provided,  however, that any such amendment shall not in any way affect the Term
or Rent under this Lease, nor otherwise in any material respect adversely affect
any rights of Lessor under this Lease  Notwithstanding  anything to the contrary
contained  herein,  Lessee's  rights  as set forth in this  paragraph  21.11 are
subject in each case to  Lessee's  obligations  contained  in  Articles 7 and 11
hereof.

         21.12 Radon. Radon is a naturally occurring  radioactive gas that, when
it has  accumulated in a building in sufficient  quantities,  may present health
risks to persons  who are  exposed to it over time.  Levels of radon that exceed
federal and state guidelines have been found in buildings in Florida. Additional
information  regarding  radon  and  radon  testing  may  be  obtained  from  the
Hillsborough  county  public  health  unit.  Lessor  makes  no  representations,
warranties or covenants express or implied regarding Radon.

                                       19



<PAGE>



         21.13  Facsimile/Counterpart.  This  Lease may be  executed  in several
counterparts,  each of which shall be fully  effective as an original and all of
which  together  shall  constitute  one and the  same  instrument.  An  executed
facsimile copy of this Lease shall be binding for all purposes.

         IN WITNESS WHEREOF, Lessor and Lessee have signed and sealed this Lease
as of the day and year first above written.

Witnesses:
                                               LESSOR:

                                               CAX RIVERSIDE L.L.C., a Delaware
                                               limited liability company
/s/ Janet Johnson
Name: Janet Johnson                            By:  Commercial Assets, Inc., a
                                                    Maryland corporation, sole
                                                       member

/s/ Marie Ferguson
Name: Marie Ferguson                                By: /s/ Bruce E. Moore
                                                         Bruce E. Moore
                                                         Its President

                                                   Dated as of November 20, 1998

                                               LESSEE:

                                               Riverside Golf Course Community
                                               L.L.C., a Delaware limited
                                               liability company
/s/ Janet Johnson
Name: Janet Johnson                            By:  Community Acquisition and
                                                    Development Corporation, a
                                                    Delaware corporation

/s/ Marie Ferguson
Name: Marie Ferguson                                By: /s/ Joseph W. Gaynor
                                                       Joseph W. Gaynor
                                                       Its President

                                                   Dated as of November 20, 1998