<PAGE>   1





                                     EXHIBIT
                                      10.45



          Convertible Note, dated as of March 3, 1998, in the principal
          amount of $250,000 from the Company to Stone Pine Atlantic,
                                      LLC.


<PAGE>   2


                                CONVERTIBLE NOTE


        FOR VALUE RECEIVED, the undersigned ("Consolidated Capital") promises to
pay to Stone Pine Atlantic, LLC (the "Noteholder") Two Hundred Fifty Thousand
and 00/100 Dollars ($250,000), 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 2nd day of March
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
2nd day of each month beginning with the 2nd day of April 1998. Interest shall
be paid in cash.

        2. TERM. The Loan shall be due and payable on (the "Repayment Date") the
earlier of (a) March 2, 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:
214,286 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 



<PAGE>   3

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
        events 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.



<PAGE>   4

                       (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 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 


<PAGE>   5

        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 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 


<PAGE>   6

        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 it 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 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 


<PAGE>   7

               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 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 


<PAGE>   8

        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 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 


<PAGE>   9

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, 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 


<PAGE>   10

               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 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 


<PAGE>   11

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 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.



<PAGE>   12

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

Dated:  March 3, 1998                       CONSOLIDATED CAPITAL OF
                                            NORTH AMERICA, INC.


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