<PAGE>   1
                                     EXHIBIT
                                      10.44


   Convertible Note, dated as of January 9, 1998, in the principal amount of
                   $1,750,000 from the Company to Paul Bagley.

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                                CONVERTIBLE NOTE


         FOR VALUE RECEIVED, the undersigned ("Consolidated Capital") promises
to pay to Paul Bagley (the "Noteholder") One Million Seven Hundred Fifty
Thousand and 00/100 Dollars ($1,750,000), together with interest, as follows:

         1. PAYMENT; INTEREST RATE. Except as earlier converted in whole or in
part, the principal amount of this Note shall be repaid on the 8th day of
January 1999. Interest on this Note shall accrue at the rate of 12% per annum
based on a 365-day year, which interest shall be due and payable monthly in
arrears on the 7th day of each month beginning with the 9th day of February
1998. Interest shall be paid in cash.

         2. TERM. The Loan shall be due and payable on (the "Repayment Date")
the earlier of (a) January 9, 1999 and (b) sixty (60) days after the
consummation of an equity issuance by Consolidated Capital resulting in net
proceeds of at least $25 million (the "Equity Issuance Repayment Date") provided
that the Noteholder or any Holder of the Note shall have received a written
notice of the at least forty-five (45) days prior to such Equity Issuance
Repayment Date.

         3. PREPAYMENTS. This Note and any and all interest thereon may be
prepaid, in whole or in part, by Consolidated Capital at any time, and from time
to time, provided that no prepayment may be made by Consolidated Capital until
the Noteholder or any Holder of the Note shall have received a written notice of
the date of prepayment not less than forty-five (45) days prior to such
prepayment (the "Prepayment Date"). This Note may be converted on the terms set
forth in Section 5 until 5:00 p.m. on the day immediately preceding to the
Prepayment Date.

         4. SECURITY, EQUITY SHARES. The payment of this Note shall be secured
by a security interest in all of the assets of Consolidated Capital and each of
its subsidiaries which security interest shall automatically become effective
upon the consent of Congress Financial Corporation ("Congress") to such security
interest or the refinancing or repayment of any loan arrangement with Congress.

         As consideration for the advancement of this loan, Consolidated Capital
shall issue to the Noteholder Common Shares of Borrower as follows: 1,500,000
Common Shares upon advancement of the Loan (the "Common Shares"). The Common
Shares will not be registered under the Securities Act of 1933, as amended (the
"Securities Act"), and accordingly, will constitute "restricted securities" for
purposes of the Securities Act and the Noteholder will not be able to transfer
such Common Shares except upon compliance with the registration requirements of
the Securities Act and applicable state securities laws or an exemption
therefrom. The certificates evidencing the Common Shares shall contain a legend
to the foregoing effect.

         5. CONVERSION OF NOTE. (a) At any time and prior to the repayment in
full of 


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the Loan, the outstanding principal amount of this Note, and all accrued
interest thereon, in whole or in increments of at least $20,000 of principal,
may be converted by the Noteholder into shares of Common Stock (the "Conversion
Shares") at $1.00 per share (the "Conversion Price").

                  (b) In order to effect the conversion of all or part of the
         Note, the Noteholder shall issue a notice of conversion substantially
         in the form attached hereto as Schedule 2 (the "Notice of Conversion")
         and surrender the Note for conversion. Each conversion of all or any
         portion of the Note will be effected as of the close of business on the
         date on which the Note is surrendered at the principal office of
         Consolidated Capital. At such time as such conversion is effected, to
         the extent that any portion of the Note is converted, the rights of the
         Noteholder with respect to such portion of the Note shall cease and the
         Noteholder shall be deemed to become the holder of record of the shares
         of Conversion Shares represented thereby. Consolidated Capital shall
         convert that portion of the Note specified in the Notice of Conversion
         to Conversion Shares and, for the balance of the Loan remaining
         subsequent to the conversion, reissue to the Noteholder a replacement
         note in the same form as the Note.

                  (c) Within five business days after a conversion has been
         effected, Consolidated Capital will deliver to the Noteholder:

                           (i) a certificate or certificates representing the
                  number of shares of Conversion Shares issuable by reason of
                  conversion in the name of the Noteholder and in such
                  denomination or denominations as the Noteholder has specified;
                  and

                           (ii) a new Note representing any principal balance
                  which was not converted into Conversion Shares in connection
                  with such conversion.

                  (d) The Conversion Price in effect at any time and the number
         and kind of securities purchasable upon the exercise of the Note shall
         be subject to adjustment from time to time upon the happening of
         certain --vents as follows after the date hereof and through and
         including the repayment in full of the Loan:

                           (i) In case Consolidated Capital shall (1) declare a
                  dividend or make a distribution on its outstanding shares of
                  Common Stock in shares of Common Stock, (2) subdivide or
                  reclassify its outstanding shares of Common Stock into a
                  greater number of shares, or (3) combine or reclassify its
                  outstanding shares of Common Stock into a smaller number of
                  shares, the Conversion Price in effect at the time of the
                  record date for such dividend or distribution or of the
                  effective date of such subdivision, combination or
                  reclassification shall be adjusted by multiplying it by a
                  fraction, the denominator of which shall be the number of
                  shares of Common Stock outstanding after giving effect to such
                  action, and the numerator of which shall be the number of
                  shares of Common Stock immediately prior to such action. Such
                  adjustment shall be made each time any event listed above
                  shall occur.




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                           (ii) Whenever the Conversion Price is adjusted
                  pursuant to Subsection (i) above, the number of Conversion
                  Shares purchasable upon conversion of the Note shall
                  simultaneously be adjusted by multiplying the number of
                  Conversion Shares initially issuable upon conversion of the
                  Note by the Conversion Price in effect on the date hereof and
                  dividing the product so obtained by the Conversion Price, as
                  adjusted.

                           (iii) All calculations under this Section 5(d) shall
                  be made to the nearest cent or to the nearest one-hundredth of
                  a share, as the case may be.

                           (iv) Whenever securities are issued causing the
                  Conversion Price to be adjusted, as herein provided,
                  Consolidated Capital shall promptly cause a notice setting
                  forth the adjusted Conversion Price and adjusted number of
                  Conversion Shares issuable upon exercise of the Note to be
                  mailed to the Noteholder, at its last address appearing in
                  Consolidated Capital's register. Consolidated Capital may
                  retain a firm of independent certified public accountants
                  selected by the Board of Directors (who may be the regular
                  accountants employed by Consolidated Capital) to make any
                  computation required by this Section 5(d), and a certificate
                  signed by such firm shall be evidence of the correctness of
                  such adjustment.

         6. DEFAULT. Consolidated Capital shall be in default under this Note
upon the occurrence of- (i) any of the events specified in Section 6(a) hereof
and the failure to cure such default within ten (10) days after receipt of
written notice thereof from the Noteholder; (ii) any of the events specified in
Section 6(b) hereof and the failure to cure such default within twenty (20) days
after receipt of written notice thereof from the Noteholder; or (iii) any of the
events specified in Section 6(c) hereof (any of the foregoing being an "Event of
Default"):

                  (a) Failure to make any principal or interest payment required
         under this Note on the due date of such payment;

                  (b) Any material default, breach or misrepresentation shall
         occur under the terms and provisions of this Note; or

                  (c) Insolvency of, business failure of, or an assignment for
         the benefit of creditors by or the filing of a petition under
         bankruptcy, insolvency or debtor's relief law, or for any readjustment
         of indebtedness, composition or extension by Consolidated Capital, or
         commenced against Consolidated Capital which is not discharged within
         sixty (60) days.

                  The liability of Consolidated Capital hereunder is
         unconditional and no indulgences granted from time to time shall be
         construed as a novation of this Note or as 



<PAGE>   5

         a reinstatement of indebtedness evidenced hereby or as a waiver of the
         right of Noteholder or subsequent holders thereafter to insist upon
         strict compliance with the terms of this Note.

         7. REMEDIES UPON EVENT OF DEFAULT. Upon the occurrence of an Event of
Default:

                  (a) specified in clause (c) of Section 6, then the entire
         amount of the Loan shall be automatically accelerated and immediately
         due and payable;

                  (b) specified in clauses (a) or (b) of Section 6, then the
         Noteholder may declare the entire amount of the Loan immediately
         accelerated, due and payable; and

                  (c) the Noteholder shall have all of the rights and remedies
         provided to the Noteholder by the Loan Documents, at law and in equity,
         by statute or otherwise, and no remedy herein conferred upon the
         Noteholder is intended to be exclusive of any other remedy and each
         remedy shall be cumulative and shall be in addition to every other
         remedy given hereunder or now or hereafter existing at law, in, equity,
         by statute or otherwise.

                  (d) the Noteholder or any subsequent holder hereof shall be
         entitled to reimbursement for all reasonable costs and expenses
         (including attorneys' fees and expenses) incurred in attempting to
         enforce payment of any amounts due and owing hereunder.

         8.       REPRESENTATIONS AND WARRANTIES OF CONSOLIDATED CAPITAL.

                  (a) Existence. Consolidated Capital is a corporation duly
         organized and in good standing under the laws of the State of Colorado
         and is duly qualified to do business and is in good standing in all
         states where such qualification is necessary, except for those
         jurisdictions in which the failure to qualify would not, in the
         aggregate, have a material adverse effect on Consolidated Capital's
         financial condition, results of operations or business.

                  (b) Authority. The execution and delivery by Consolidated
         Capital of this Agreement and the Note: (a) are within Consolidated
         Capital's corporate powers; (b) are duly authorized by Consolidated
         Capital's board of directors; (c) are not in contravention of the terms
         of Consolidated Capital's certificate of incorporation or bylaws; (d)
         are not in contravention of any law or laws, or of the terms of any
         material indenture, agreement or undertaking to which Consolidated
         Capital is a party or by which Consolidated Capital or any of
         Consolidated Capital's property is bound; (e) do not require any
         governmental consent, registration or approval; (f) do not contravene
         any contractual or governmental restriction binding upon Consolidated
         Capital; and (g) will not result in the imposition of 



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         any lien, charge, security interest or encumbrance upon any property of
         Consolidated Capital under any existing indenture, mortgage, deed of
         trust, loan or credit agreement or other material agreement or
         instrument to which Consolidated Capital is a party or by which
         Consolidated Capital or any of Consolidated Capital's property may be
         bound or affected.

                  (c) Binding Effect. This Agreement sets forth the legal, valid
         and binding obligations of Consolidated Capital and are enforceable
         against Consolidated Capital in accordance with their respective terms.

         9. INVESTMENT REPRESENTATIONS THE NOTEHOLDER. The Noteholder represents
and warrants to Consolidated Capital as follows:

                  (a) The Noteholder acknowledges that you have advised the
         Noteholder that the Common Shares and Conversion Shares (together, the
         "Securities") have not been registered under the Securities Act or any
         other securities regulation laws of any state and that your reliance on
         the availability of certain exemptions from registration is based in
         part on the representations made by the Noteholder in this Agreement.

                  (b) The Noteholder hereby represents to you that the
         Noteholder is acquiring the Securities for the account of the
         Noteholder for investment only and not with a view to resell or
         otherwise distribute such Securities, and that the Noteholder is not
         acquiring the Securities on behalf of any other person or entity. The
         Noteholder further represents that the Noteholder does not intend to
         resell, transfer or dispose of all or any part of the Securities
         without registration under the Securities Act or without an opinion
         from counsel acceptable to Consolidated Capital, that registration is
         not required, and the Noteholder represents that he is able to bear the
         economic risk of this investment for an indefinite period of time under
         these circumstances.

                  (c) The Noteholder further acknowledges that the Securities
         are "restricted securities" as that term is defined in Rule 144 of the
         General Rules and Regulations under the Securities Act. The Noteholder
         understands that stop transfer instructions will be issued to the
         transfer agent for Consolidated Capital's stock, and the Noteholder
         consents to the placing of a legend in substantially the following form
         on the back of the certificate issued to the Noteholder:

         THE SHARES REPRESENTED BY THIS STOCK CERTIFICATE HAVE BEEN ISSUED
         WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
         ANY OTHER STATE LAWS REGULATING THE ISSUANCE OF SECURITIES AND ARE
         PURCHASED PURSUANT TO AN INVESTMENT REPRESENTATION BY THE PURCHASER
         THEREOF. THESE SHARES SHALL NOT BE OFFERED, SOLD, PLEDGED,
         HYPOTHECATED, DONATED, OR OTHERWISE TRANSFERRED, WHETHER OR NOT FOR
         CONSIDERATION, BY 



<PAGE>   7

         THE PURCHASER IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR
         SUCH SHARES EXCEPT UPON THE ISSUANCE TO THE COMPANY OF A FAVORABLE
         OPINION OF ITS COUNSEL TO THE EFFECT THAT SUCH TRANSFER SHALL NOT BE IN
         VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE
         STATE SECURITIES LAWS.

         10. COVENANTS OF CONSOLIDATED CAPITAL. Consolidated Capital covenants
that:

                  (a) Reservation of Common Stock. As of the date hereof,
         Consolidated Capital has reserved and Consolidated Capital shall
         continue to reserve and keep available at all times, free of preemptive
         rights, shares of Common Stock for the purpose of enabling Consolidated
         Capital to satisfy any obligation to issue shares of its Common Stock
         incident to the conversion of the Note and otherwise in accordance with
         the terms of this Note; such amount of shares of Common Stock to be
         reserved to be calculated based upon the minimum purchase price
         therefor under the terns of this Note, and assuming the full conversion
         of this Note. The number of shares so reserved from time to time, as
         theretofore increased or reduced as hereinafter provided may be reduced
         by the number of shares actually delivered hereunder and the number of
         shares so reserved shall be increased to reflect (i) potential
         increases in the Common Stock which Consolidated Capital may thereafter
         be so obligated to issue by reason of adjustments to the purchase price
         therefor and the issuance of the Note and (ii) stock splits and stock
         dividends and distributions.

                  (b) Exchange Act Registration. Consolidated Capital will
         comply in all respects with its reporting and filing obligations under
         the Exchange Act, and will not take any action or file any document
         (whether or not permitted by said Act or the rules thereunder) to
         terminate or suspend such registration or to terminate or suspend its
         reporting and filing obligations under said Act. Consolidated Capital
         will take all action to continue the listing and trading of its Common
         Stock and will comply in all respects with Consolidated Capital's
         reporting, filing and other obligations under the bylaws or rules of
         the NASD and its trading market.

                  (c) Corporate Existence. Consolidated Capital will take all
         steps necessary to preserve and continue the corporate existence of
         Consolidated Capital.

                  (d) Additional SEC Documents. Consolidated Capital will
         furnish to the Noteholder upon request copies of all SEC Documents
         furnished or submitted to the SEC.

                  (e) Blackout Period. (i) Consolidated Capital will immediately
         notify the Noteholder upon the occurrence of any of the following
         events in respect of a registration statement or related prospectus in
         respect of an equity offering; (A) receipt of any request 



<PAGE>   8

         for additional information by the SEC or any other federal or state
         governmental authority during the. period of effectiveness of the
         registration statement for amendments or supplements to the
         registration statement or related prospectus; (B) the issuance by the
         SEC or any other federal or state governmental authority of any stop
         order suspending the effectiveness of the registration statement or the
         initiation of any proceedings for that purpose; (C) receipt of any
         notification with respect to the suspension of the qualification or
         exemption from qualification of any of the Common Stock for sale in any
         jurisdiction or the initiation or threatening of any proceeding for
         such purpose; (D) the happening of any event which makes any statement
         made in the registration statement or related prospectus or any
         document incorporated or deemed to be incorporated therein by reference
         untrue in any material respect or which requires the making of any
         changes in the registration statement, related prospectus or documents
         so that, in the case of the registration statement, it will not contain
         any untrue statement of a material fact or omit to state any material
         fact required to be stated therein or necessary to make the statements
         therein not misleading, and that in the case of the related prospectus,
         it will not contain any untrue statement of a material fact or omit to
         state any material fact required to be stated therein or necessary to
         make the statements therein, in the light of the circumstances under
         which they were made, not misleading; and (E) Consolidated Capital's
         reasonable determination that a post-effective amendment to the
         registration statement would be appropriate; and Consolidated Capital
         will promptly make available to the Noteholder any such supplement or
         amendment to the related prospectus.

         11.      REGISTRATION RIGHTS.

         11.1 Registration of Securities. (a) At the written request of the
Noteholder Consolidated Capital shall file with the SEC a registration statement
on Form S-1 or otherwise appropriate form (the "Registration Statement') for the
registration of the resale by the Noteholder of the Securities under the
Securities Act.

                  (b) Consolidated Capital shall prepare and file with the SEC
         such amendments and supplements to such registration statements and the
         prospectus used in connection therewith as may be necessary to keep the
         Registration Statements referred to in subsection (a) above effective
         for a maximum of two years from the date of issuance of the Securities.

                  (c) Consolidated Capital will, prior to filing a registration
         statement or prospectus or any amendment or supplement thereto
         (excluding amendments deemed to result from the filing of documents
         incorporated by reference therein) to register the Securities, furnish
         to the Noteholder and one firm of counsel representing the Noteholder,
         copies of such registration statement as proposed to be filed, together
         with the exhibits thereto, which documents will be subject to review by
         such parties, and thereafter furnish to the Noteholder and its counsel
         for their review such number of copies of such registration statement,
         each amendment and supplement thereto (in each case including



<PAGE>   9

         all exhibits thereto), the prospectus included in such registration
         statement (including each preliminary prospectus) and such other
         documents or information as the Noteholder or counsel may reasonably
         request in order to facilitate the disposition of the Securities. 

         11.2 Indemnification of the Holder. Subject to the conditions set forth
below, in connection with any registration of the Securities pursuant to this
Section 11, Consolidated Capital agrees to indemnify and hold harmless the
Noteholder, any underwriter for Consolidated Capital or acting on behalf of the
Noteholder and each person, if any, who controls the Noteholder, within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act
(each an "Indemnified Person"), as follows:

                           (i) Against any and all loss, claim, damage and
                  expense whatsoever arising out of or based upon (including,
                  but not limited to, any and all expense whatsoever reasonably
                  incurred in investigating, preparing or defending any
                  litigation, commenced or threatened, or any claim whatsoever
                  based upon) any untrue or alleged untrue statement of a
                  material fact contained in any preliminary prospectus (if used
                  prior to the effective date of the registration statement),
                  registration statement or prospectus (as from time to time
                  amended and supplemented), or in any application or other
                  document executed by Consolidated Capital or based upon
                  written information furnished by Consolidated Capital filed in
                  any jurisdiction in order to qualify Consolidated Capital's
                  securities under the securities laws thereof, or the omission
                  or alleged omission therefrom of a material fact required to
                  be stated therein or necessary to make the statements therein
                  not misleading, or any other violation of applicable federal
                  or state statutory or regulatory requirements or limitations
                  relating to action or inaction by Consolidated Capital in the
                  course of preparing, filing, or implementing such registered
                  offering; provided, however, that the indemnity agreement
                  contained in this section shall not apply to any loss, claim,
                  damage, liability or action arising out of or based upon any
                  untrue or alleged untrue statement or omission made in
                  reliance upon and in conformity with any information furnished
                  in writing to Consolidated Capital by or on behalf of the
                  Noteholder expressly for use in connection therewith or
                  arising out of any action or inaction of the Noteholder;

                           (ii) Subject to the proviso contained in Subsection
                  (i) above, against any and all loss, liability, claim, damage
                  and expense whatsoever to the extent of the aggregate amount
                  paid in settlement of any litigation, commenced or threatened,
                  or of any claim whatsoever based upon any untrue statement or
                  omission (including, but not limited to, any and all expense
                  whatsoever reasonably incurred in investigating, preparing or
                  defending against any such litigation or claim) if such
                  settlement is effected with the written consent of
                  Consolidated Capital; and

                           (iii) Consolidated Capital shall be notified, by
                  letter or by facsimile confirmed by letter, of any action
                  commenced against Indemnified Persons, 



<PAGE>   10

                  promptly after such person shall have been served with the
                  summons or other legal process giving information as to the
                  nature and basis of the claim. The failure to so notify
                  Consolidated Capital, if prejudicial in any material respect
                  to Consolidated Capital's ability to defend such claim, shall
                  relieve Consolidated Capital from its liability to the
                  indemnified person under this Section 6, but only to the
                  extent that Consolidated Capital was prejudiced. The failure
                  to so notify Consolidated Capital shall not relieve
                  Consolidated Capital from any liability which it may have
                  otherwise than on account of this indemnity agreement.
                  Consolidated Capital shall be entitled to participate at its
                  own expense in the defense of any suit brought to enforce any
                  such claim, but if Consolidated Capital elects to assume the
                  defense, such defense shall be conducted by counsel chosen by
                  it, provided such counsel is reasonably satisfactory to the
                  Indemnified Persons in any suit so brought.

         11.3 Indemnification of Consolidated Capital. The Noteholder agrees to
indemnify and hold harmless Consolidated Capital, and its officers and directors
who signed the registration statement and each other person, if any, who
controls Consolidated Capital and underwriter within the meaning of Section 15
of the Securities Act and Section 20 of the Exchange Act against any and all
such losses, liabilities, claims, damages and expenses as are indemnified
against by Consolidated Capital under Section 11.2 above; provided, however,
that such indemnification by the Noteholder hereunder shall be limited to any
losses, liabilities, claims, damages, or expenses to the extent caused by any
untrue statement of a material fact or omission of a material fact (required to
be stated therein or necessary to make statements therein not misleading), if
any made (or in settlement of any litigation effected with the written consent
of such sellers, alleged to have been made) in any preliminary prospectus, the
registration statement or prospectus or any amendment or supplement thereof or
in any application or other document in reliance upon, and in conformity with,
written information furnished to Consolidated Capital by the Noteholder
expressly for use in any preliminary prospectus, the registration statement or
prospectus or any amendment or supplement thereof or in any such application or
other document. In case any action shall be brought against Consolidated
Capital, or any other person so indemnified, in respect of which indemnity may
be sought against Noteholder, Noteholder shall have the rights and duties given
to Consolidated Capital, and each other person so indemnified shall have the
rights and duties given to the Noteholder, by the provisions of Section 11.2.
The person indemnified agrees to notify Noteholder promptly after the assertion
of any claim against the person indemnified in connection with the sale of
securities.

         11.4 Contribution. If the indemnification provided for in Sections 11.2
and 11.3 above are unavailable or insufficient to hold harmless an indemnified
party in respect of any losses, claims, damages or liabilities (or actions in
respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative fault of the
indemnified party, on one hand, and such indemnifying party, on the other hand,
in connection with the statements or omissions 




<PAGE>   11
which resulted in such losses, claims, damages, or liabilities (or actions in
respect thereof). The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the indemnified party, on one hand, or such indemnifying
party, on the other hand, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission. No
person who has committed fraudulent misrepresentation (within the meaning of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or liabilities (or
actions in respect thereof referred to above in this Section shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim.

         11.5 Maximum Interest. It is expressly stipulated and agreed to be the
intent of Consolidated Capital and the Noteholder at all times to comply with
the applicable law governing the maximum rate of interest payable on or in
connection with all indebtedness and transactions hereunder (or applicable
United States federal law to the extent that it permits Noteholder to contract
for, charge, take, reserve or receive a greater amount of interest). If the
applicable law is ever judicially interpreted so as to render usurious any
amount of money or other consideration called for hereunder, or contracted for,
charged, taken, reserved or received with respect to any Note or advance
hereunder, or if acceleration of the maturity of the Note or the indebtedness
hereunder or if any prepayment by Consolidated Capital results in Consolidated
Capital's having paid any interest in excess of that permitted by law, then it
is Consolidated Capital's and the Noteholder's express intent that all excess
cash amounts theretofore collected by Noteholder be credited on the principal
balance of the Note (or if the Note has been or would thereby be paid in full,
refunded to Consolidated Capital), and the provisions of this Note immediately
be deemed reformed and the amounts thereafter collectible hereunder reduced,
without the necessity of the execution of any new document, so as to comply with
the applicable law, but so as to permit the recovery of the fullest amount
otherwise called for hereunder. The right to accelerate maturity of the Note
does not include the right to accelerate any interest which has not otherwise
accrued on the date of such acceleration, and the Noteholder does not intend to
collect any unearned interest in the event of acceleration.

         12. WAIVER OF PRESENTMENT. Except as set forth in this Note,
Consolidated Capital and every endorser or guarantor of this Note or the
obligation represented hereby waive presentment, demand, notice, protest and all
other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note, assent to any extension or
postponement of time of payment or any other indulgence, to any substitution,
exchange or release of Collateral and to the addition or release of any other
party primarily or secondarily liable.

         13. GOVERNING LAW. THIS NOTE SHALL BE CONSTRUED ACCORDING TO THE LAWS
OF THE STATE OF COLORADO AND CONSOLIDATED CAPITAL AND 



<PAGE>   12

THE NOTEHOLDER BY ACCEPTANCE HEREOF CONSENT TO THE JURISDICTION OF THE FEDERAL
AND STATE COURTS OF THE STATE OF COLORADO TO DETERMINE ANY QUESTIONS OF FACT OR
LAW ARISING UNDER THIS NOTE.

         14. TRANSFERABILITY. This Note is assignable and transferable by the
Noteholder without the consent of Consolidated Capital.

         IN WITNESS WHEREOF, Consolidated Capital has executed this Note as of
the day and year set forth below.



Dated: January 9, 1998                           CONSOLIDATED CAPITAL OF
                                                 NORTH AMERICA, INC.


                                                 By:   /s/ Donald R. Jackson
                                                    ----------------------------
                                                     Donald R. Jackson
                                                     Treasurer