SCHEDULE OF OMITTED
                      AMENDED AND RESTATED PROMISSORY NOTES


The  Company  has  also  entered  into  four  additional  Amended  and  Restated
Promissory Notes which are substantially  identical to the following Amended and
Restated  Promissory  Note in all material  respects  except as to the maker and
principal balance. Listed below are the material details in which such documents
differ from the document filed as part of this exhibit.

                                                     Principal Balance
                          Maker
          --------------------------------------- ---------------------

          Fiesta SPE, L.L.C.                          $1,550,000.00

          Fiesta/Encanta MHP, L.L.C.                  $  375,000.00

          Southern Palms MHP, L.L.C.                  $1,125,000.00

          Fiesta/Encanta MHP, L.L.C.                  $3,900,000.00




<PAGE>

                              AMENDED AND RESTATED
                                 PROMISSORY NOTE

$1,350,000.00                                                   Phoenix, Arizona
                                                                 August 18, 1998


         FOR VALUE RECEIVED, CASA ENCANTA COMMERCIAL,  L.L.C. an Arizona limited
liability company (hereinafter called the "Maker"), promises to pay to the order
of COMMERCIAL ASSETS, INC., a Maryland corporation (hereinafter sometimes called
"Lender"),  or its  assigns,  at its office at 3410 S.  Galena  Street,  Denver,
Colorado 80231, Attention: Terry Considine, or at such other place as the holder
or holders hereof may from time to time designate in writing,  the principal sum
of ONE MILLION THREE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS  ($1,350,000.00),
or so much  thereof  as remains  unpaid  from time to time  (hereinafter  called
"Principal  Balance"),  together with  interest on the Principal  Balance at the
rate hereinafter specified, in coin or currency,  which, at the time or times of
payment,  is legal tender for payment of public and private  debts in the United
States of America, all in accordance with the terms hereinafter set forth.

         From and after the date  hereof,  and until this  promissory  note (the
"Note") is fully paid,  interest on the  Principal  Balance shall be computed at
the rate of fifteen percent (15%) per annum. Interest, computed at said rate for
the  portion  of the  month of  August,  1998,  remaining  after  the date  (the
"Disbursement Date") on which funds are disbursed hereunder, shall be prepaid on
the  Disbursement  Date.  Installments  of interest shall  thereafter be due and
payable in one hundred twenty (120) consecutive, monthly payments, commencing on
October 1, 1998,  and  continuing  thereafter on the first day of each and every
calendar month through and including  September 30, 2007. From the  Disbursement
Date until  September 1, 1999,  payments on this Note shall be computed and made
based upon a rate (the "Pay Rate") of nine percent (9%) per annum applied to the
Principal Balance for the preceding  calendar month. The difference  between the
interest  which accrues and the payment of interest made for each calendar month
shall be added to the Principal  Balance at the end of each calendar month.  The
Pay Rate shall be  increased  annually by one percent  (1%) as of  September  1,
1999, and on each September 1st thereafter  until the Pay Rate is twelve percent
(12%) per  annum,  where the Pay Rate  shall  remain  for the term of this Note.
Maker  understands  and agrees that  payments  which are made based upon the Pay
Rate shall cause the Principal  Balance to increase each month,  which,  in turn
shall result in the required  payment amount  increasing each month.  The entire
Principal Balance,  and all unpaid,  accrued interest thereon,  shall be due and
payable in full on September 30, 2007 (hereinafter  called "Maturity Date"). Any
payments made by Maker in addition to the aforesaid regular, monthly payments of
interest shall be applied first to accrued and unpaid interest and the remainder
thereof shall be applied to the Principal Balance;  provided,  however, that, if
the  holder  hereof  has made any  advance  of  monies  under  the  terms of any
instrument securing this Note, which the Maker has not repaid, the holder hereof
may, at its option,  first apply any monies received from the Maker to repayment
of any such advance, plus interest thereon at the rate of eighteen percent (18%)
per annum (hereinafter called "Default Rate"), from the date of such advance, in

<PAGE>

such order as said holder may elect,  and the balance,  if any, shall be applied
to any regularly scheduled,  required,  monthly payment of interest then due, in
the manner above provided.  All interest payable  hereunder shall be computed on
the basis of a 360 day year of twelve (12) thirty (30) day months, provided that
partial month  interest  shall be computed on the basis of actual number of days
principal is outstanding.

         In the event that any required  payment of principal and/or interest is
not made within ten (10) days of the due date thereof,  a late payment charge of
five cents  ($.05)  for each  dollar  ($1.00)  so overdue  may be charged by the
holder hereof for the purpose of defraying a portion of the expense  incident to
handling such overdue payment. In the event that any such overdue payment is not
made within one (1) month of the due date thereof,  an  additional  late payment
charge of three cents  ($.03) for each dollar  ($1.00) so overdue may be charged
by the holder thereof for such purpose, and said holder may charge an additional
three cents ($.03) for each dollar ($1.00) so overdue for each additional month,
or  fraction  thereof,  during  which any such  payment  remains  past due.  The
foregoing late payment charges apply  individually  to each required  payment of
principal and interest  which is past due, and once imposed will not be adjusted
pro rata on a daily basis.

         The Maker  agrees to pay an  effective  rate of  interest  which is the
stated rate provided in this Note plus any additional rate of interest resulting
from any charges of interest or in the nature of interest  paid or to be paid in
connection with the loan evidenced  hereby,  including without  limitation,  all
amounts  paid by or on behalf of the Maker to  Lender,  reasonably  incurred  to
originate,   receive   or   evidence   the  loan   represented   by  this  Note.
Notwithstanding  any provision  herein or in the Deed of Trust or any Other Loan
Document contained,  the total liability of the Maker for payments in the nature
of interest  hereunder or  thereunder  shall not exceed  interest at the maximum
rate permitted by the laws of the State of Arizona,  if any, and any amount paid
as interest in excess of said  maximum  rate shall not be deemed to be a payment
of interest and shall be refunded to the Maker,  and the Maker does hereby agree
to accept such refund.

         Time is of the essence  hereof.  Notwithstanding  any provision  herein
which may be construed to provide to the  contrary,  in the event of any default
in the payment of any payment of principal and/or interest, or any part thereof,
when due hereunder,  in the event of any default in the payment of any other sum
of money  required  to be paid  hereunder,  under the Deed of Trust or under any
Other Loan  Document,  or in the event of any default in the  performance  of or
compliance  with any  other  covenant  or  condition  of this  Note or any other
covenant or condition of the Deed of Trust or of any Other Loan Document,  then,
in any such case, the entire Principal Balance,  with all accrued interest,  any
late payment  charges and any  applicable  reinvestment  charge,  shall,  at the
option of the holder hereof, become immediately due and payable, without notice,
at the place of payment  aforesaid.  Failure to exercise  this  option,  however
often,  shall not  constitute  a waiver of the right to exercise it  thereafter;
provided, however, that such option may not be exercised as to any given default
subsequent  to the  correction  of that  default.  From  and  after  the date of
occurrence of any such default,  and from and after the Maturity Date,  interest
shall accrue on the  Principal  Balance at the Default Rate and shall be due and


                                       2
<PAGE>

payable  on the first  day of each  calendar  month or on  demand,  at  Lender's
option;  provided,   however,  that  if  all  defaults  are  corrected  and  the
indebtedness  secured hereby is fully reinstated in accordance with Arizona law,
the interest  payable  thereon  shall again be computed at the rate  provided on
page 1 of this Note,  unless and until another  default  shall occur.  Except as
hereinafter  expressly  provided,  no  modification or amendment of the terms of
this Note shall be  effective  unless  made in a writing  signed by the  parties
hereto.

         Each Maker, co-maker,  endorser, surety and guarantor hereby guaranties
payment of this Note, waives demand, presentment, notice of nonpayment, protest,
notice of protest,  notice of dishonor and  diligence in  collection  and agrees
that  without  any  notice to any such  parties,  the  holder  hereof,  alone or
together  with any present or future owner or owners of any property  covered by
the  Deed  of  Trust  or by  any  Other  Loan  Document  (herein  called  "Trust
Property"), may from time to time extend, renew, or otherwise modify the date or
dates or amount or amounts of payment  above  recited,  or the holder hereof may
from time to time waive any right it has  hereunder,  under the Deed of Trust or
under any Other Loan  Document  and may  release  any part or parts of the Trust
Property  from  such  Deed of Trust  or Other  Loan  Document,  with or  without
consideration,  and that,  in any such case,  each  maker,  co-maker,  endorser,
surety and  guarantor  shall  continue  liable to pay the unpaid  balance of the
indebtedness  evidenced  hereby  as  so  extended,   renewed  or  modified,  and
notwithstanding any such waiver or release;  and further agrees to pay all costs
of collection, including court costs and a reasonable amount for attorneys' fees
(including  but not limited to court  costs and  reasonable  attorneys'  fees on
appeal),  in case any  payment  shall not be made  when  due,  and all costs and
expenses,  including court costs and reasonable attorneys' fees (including court
costs and  reasonable  attorneys'  fees on appeal),  incurred in protecting  the
security for this Note or in preserving the Trust Property,  or in exercising or
defending,  or in obtaining  the right to  exercise,  the rights and remedies of
Lender  hereunder,  under the Deed of Trust or under any  Other  Loan  Document,
whether  suit  be  brought  or  not,  and in  probate,  bankruptcy,  insolvency,
arrangement,  reorganization,  receivership and other debtor-relief proceedings,
whether  or not the holder  hereof  prevails  therein,  together  with  interest
thereon  at the  Default  Rate from and after  the date of  payment  of any such
costs, expenses and/or fees by said holder.

         This Note is  secured by a  Combination  Deed of Trust,  Assignment  of
Rents,  Security Agreement and Fixture Financing Statement of even date herewith
(herein called "Deed of Trust") covering the Trust Property, which is located in
Maricopa County,  Arizona,  by other instruments and agreements and by any other
instrument, agreement or document governing any other loan by Lender to Maker or
an affiliate  thereof (as  contemplated  below)  (collectively,  the "Other Loan
Documents"),  and by one  (1) or more  Guaranties,  if any.  The  Deed of  Trust
provides for "Additional  Interest" (as defined therein) to be paid by Maker, in
addition to the principal, interest and other charges set forth in this Note.

         Notwithstanding  anything  to the  contrary  in this Note,  the Deed of
Trust,  or any other Loan  Document,  the Principal  Balance of this Note is not
prepayable in part, without the express written consent of Lender.


                                      3
<PAGE>

         Maker hereby  acknowledges  and agrees that Lender is making and in the
future,  may  make,  one or more  loans or  other  financial  considerations  to
entities in which The Norman Andrus  Irrevocable Trust, u/a/d July 29, 1997 is a
member,  and  that  a  breach  or  default  under  the  applicable   agreements,
instruments   and   documents   governing  one  or  more  of  such  loans  shall
automatically  constitute a default hereunder,  in which case, Lender shall have
all rights and remedies  herein  provided,  or otherwise  available at law or in
equity.

         This  Note  is  made  with  reference  to and  shall  be  construed  in
accordance  with and  governed  by the laws of the State of  Arizona.  This Note
amends,  replaces and supercedes  that  Promissory Note dated August 18, 1998 in
the amount of $1,250,000.00, made by Maker and payable to Lender.

         IN WITNESS  WHEREOF,  the Maker has executed this Promissory Note as of
the date first above written.



                                        CASA ENCANTA COMMERCIAL, L.L.C.
                                        an Arizona limited liability company

                                        By:  /s/ Norman Andrus
                                           -------------------------------------
                                              Norman Andrus
                                        Its:  Manager


                                        By:  COMMUNITY ACQUISITION AND
                                             DEVELOPMENT CORPORATION,
                                             a Delaware corporation
                                        Its: Manager

                                             By:  /s/ Joseph W. Gaynor
                                                 -------------------------------
                                                   Joseph W. Gaynor
                                             Its:  President

661401\10169.0007



                                       4