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                                     EXHIBIT
                                      10.54


     Subordination, Nondisturbance and Attornment Agreement, dated January
      12, 1998, by and among the Company, Angeles Acquisition Corp., Danat
              Investment Company and Aid Association for Lutherans.


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RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

Aid Association for Lutherans
4321 North Ballard Road
Appleton, WI  54919

                          SUBORDINATION, NONDISTURBANCE
                            AND ATTORNMENT AGREEMENT

THIS SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT ("Agreement") is
entered into as of the 12th day of January, 1998, by and among CONSOLIDATED
CAPITAL OF NORTH AMERICA, INC., a Colorado corporation, ANGELES ACQUISITION
CORP., a Colorado corporation ("Lessee"), DANAT INVESTMENT COMPANY, a California
general partnership (hereinafter "Borrower" and "Lessor") and AID ASSOCIATION
FOR LUTHERANS, a Wisconsin corporation ("Lender").

                                    RECITALS

         A. Lessee is the lessee and Borrower is one of the lessors under that
Certain Lease Agreement dated January __, 1998 (the "Lease").

         B. Lender has made a loan to Borrower which is secured by a Deed of
Trust, Financing Statement, Security Agreement and Fixture Filing (With
Assignment of Rents) from Borrower to Lender dated July 16, 1990 (the "Deed of
Trust") and an Assignment of Rents and Leases from Borrower to Lender dated July
16, 1990 (the "Assignment"), covering the property described in Exhibit A
attached hereto wherein the premises (the "Premises") covered by the Lease are
located (the "Property").

                                    AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and to induce Lender to make the
requested loan, Lessee, Borrower, Lessor, and Lender hereby agree and covenant
as follows:

1.     Subordination. Borrower, Lessor, Lessee and Lender hereby agree that the
       Lease and all of its terms and provisions (including, without limitation,
       any option or options to purchase or rights of first refusal, including
       the right of first refusal as set forth in paragraph 51 of the addendum
       attached to the Lease and the option to purchase premises as set forth in
       the Option to Purchase Premises Lease Rider attached to the Lease,
       affecting the Property, or any portion thereof, contained therein) is and
       shall at all times be subject and subordinate in all respects to the Deed
       of Trust and to all supplements, amendments and modifications thereto,
       and to all extensions, substitutions, rearrangements and/or replacements
       thereof and 

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       such Lessee's right of first refusal and option to purchase
       premises shall be unenforceable against Lender, its successors and
       assigns. If the lien of the Deed of Trust is foreclosed, the options to
       purchase the underlying real property the right of first refusal and the
       option to renew the lease shall be extinguished.

2.     Nondisturbance and Attornment. If Lessee is nor in default under any of
       the terms, covenants or conditions contained in the Lease or this
       Agreement, Lender agrees that in the event of foreclosure of the
       Mortgage, trustee's sale, deed in lieu of foreclosure, or other
       enforcement of the terms and conditions of the Mortgage, or the exercise
       by Lender of its rights under the Assignment, or in the event Lender
       comes into possession or acquires title to the Property as a result of
       foreclosure or the threat thereof, or as a result of other means, such
       action shall not result in either a termination of the Lease, or a
       diminution or impairment of any of the rights granted to Lessee in the
       Lease, except for the right of first refusal as set forth in paragraph 51
       of the addendum attached to the Lease and the option to purchase premises
       as set forth in the Option to Purchase Premises Lease Rider attached to
       the Lease, as indicated in paragraph 1 above, and except as hereinafter
       provided.

       If the interests of Borrower and/or the Lessor in the Property shall be
       transferred to Lender or any transferee of Lender (such transferee, its
       successors and assigns, including, but not limited to, Lender, shall
       hereinafter be referred to as "Purchaser") by reason of foreclosure,
       trustee's sale, deed in lieu of foreclosure or other proceeding for the
       enforcement of the Mortgage or rights of Lender under the Assignment, and
       Lessee is not in default of its obligations under the Lease, Purchaser
       shall not name or join Lessee in any foreclosure, trustee's sale or other
       proceeding to enforce the Mortgage or Assignment, and Purchaser shall be
       bound to Lessee, except as provided in Section 3, below, and except
       Lessee's right of first refusal as set forth in paragraph 51 of the
       addendum attached to the Lease and the option to purchase premises as set
       forth in the Option to Purchase Premises Lease Rider attached to the
       Lease, as indicated in paragraph 1 above, and Lessee shall be bound to
       any Purchaser, under all of the terms, covenants and conditions of the
       Lease for the balance of the term thereof, and any extensions thereof
       with the same force and effect as if such Purchaser were the original
       landlord under the Lease. Lessee does hereby attorn to such Purchaser,
       including Lender if Lender is such Purchaser, as the landlord under the
       Lease, said attornment to be effective and self-operative without the
       execution of any further instruments upon Purchaser's succeeding to the
       interest of the Borrower under the Lease.

3.     Limitation on Purchaser Obligations. Notwithstanding anything to the
       contrary contained in Section 2 hereof, a Purchaser shall not be:

       3.1     liable for any damages or other relief attributable to any act or
               omission of any prior lessor under the Lease (including without
               limitation, Borrower);

       3.2     subject to any offsets or defenses that Lessee may have against a
               prior lessor under the lease (including, without limitation,
               Borrower);
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       3.3     liable for any damages or other relief attributable to any latent
               or patent defects in construction with respect to the Property;

       3.4     liable for the return of any security deposit under the Lease
               unless such security deposit shall have been actually deposited
               with Purchaser;

       3.5     bound by any rent or additional rent that Lessee might have paid
               in advance to any prior lessor under the Lease (including,
               without limitation, Borrower), for any period beyond the month in
               which Purchaser succeeds to the interest of Borrower under the
               Lease;

       3.6     bound by any waiver or forbearance by any prior lessor under the
               Lease (including, without limitation, Borrower) or bound by any
               agreement or modification of the Lease made without prior written
               consent of Lender; or

       3.7     bound by any covenant made by any prior lessor under the Lease
               (including, without limitation, Borrower) to complete any
               construction on the Property covered by the lease or to pay any
               sums to Lessee in connection therewith, unless Purchaser shall
               have expressly consented thereto in writing.

4.     Further Actions. Lessee covenants and agrees from time to time to do all
       acts and execute such instruments as it shall be requested by Lender to
       do or execute for the purposes of carrying out and effectuating this
       Agreement and the intent hereof, and evidencing this Agreement, whether
       by filing with any public office, or agency or otherwise.

5.     Covenants of Lessee.  Lessee agrees that during the term of the Lease, 
       Lessee will not:

       5.1     pay any rent or additional rent more than one (1) month in
               advance to any lessor (including, but not limited to, Borrower);
               or

       5.2     cancel, surrender, amend or modify the Lease without Lender's
               prior written consent nor terminate the Lease because of a
               default thereunder by Borrower unless Lessee shall have first
               given Lender written notice thereof and a reasonable opportunity
               to cure such default. In the event the Lease is rejected or
               deemed rejected in any bankruptcy proceeding with respect to
               landlord, Lessee shall not exercise any right it may have to
               treat the Lease as terminated under 11 U.S.C. Sec. 365(h), as
               amended.

6.     Merger. Borrower, Lessor, Lessee and Lender agree that unless Lender
       shall otherwise consent in writing, the fee title to the Property and the
       leasehold estate created by the Lease shall not merge but shall remain
       separate and distinct, notwithstanding the union of said estates either
       in Borrower or Lessor or Lessee or any third-party by purchase,
       assignment or otherwise.

7.     Limitation on Liability. Notwithstanding anything to the contrary
       contained herein or in the Lease, in the event that any Lender shall
       acquire title to the Property, such Lender shall 

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       have no obligation, nor incur any liability, beyond the then interest if
       any, of such Lender in the Property, and Lessee shall look exclusively to
       such interest of such Lender if any, in the Property for the payment and
       discharge of any obligations imposed upon such Lender hereunder or under
       the Lease, and such Lender is hereby released and relieved of any other
       liability hereunder and under the Lease. As regards to such Lender,
       Lessee shall look solely to the estate or interest owned by such Lender
       in the Property and Lessee will not collect or attempt to collect any
       such ligation or liabilities or any judgment therefor, out of any other
       assets of Lender. By executing this Agreement, Borrower specifically
       acknowledges and agrees that nothing contained in this paragraph shall
       impair, limit, offset, lessen, abrogate or otherwise modify the
       obligations of Lessor to lessee under the Lease.

8.     Modification of Agreement. This agreement may not be modified orally or
       in any other manner except by an agreement in writing signed by the
       parties hereto or their respective successors in interest.

9.     Successors and Assigns. This Agreement shall inure to the benefit of and
       be binding upon the parties hereto and their respective heirs, successors
       and assigns.

10.    Governing Law. This Agreement shall be governed by and construed under
       the laws of the State of California.

11.    Certification Relating to Lease. Lessee, Lessor and Borrower hereby
       certify that, as of the date hereof, there are no defaults (or events
       that with the giving of notice and/or the passage of time could become a
       default) on the part of the other party under the Lease, that the Lease
       is a complete statement of the agreement of the parties under the Lease
       with respect to the leasing of the Premises, that the Lease is in full
       force and effect, and that all conditions to the effectiveness or
       continuing effectiveness thereof required to be satisfied as of the date
       hereof have been satisfied. Lessee, Lessor and Borrower further certify:

       11.1    All conditions under the Lease have been satisfied, the term of
               the Lease commenced on September 8, 1997, expires on December 31,
               2000, and Lessee is now in possession of the Premises (19.140
               square foot two story office building and 310,000 square foot
               industrial building) in accordance with the terms of the Lease.

       11.2    The Lease provides for the following:

               Lessee has two (2) additional thirty-six (36) month periods to
               extend the Lease in accordance with the terms as set forth in
               paragraph 50 of the Option to Extend Addendum attached to the
               Lease.

       11.3    Lessee has neither assigned, transferred, nor encumbered the
               Lease, or any interest therein, nor sublet the Premises, or any
               portion thereof.
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       11.4    All required common areas have been competed and all required
               parking spaces have been furnished.

       11.5    The total annual minimum rent under the Lease is $780,000, no
               rent or other sum payable by Lessee under the Lease has been
               prepaid, and Lessee shall not prepay any such rent or other sum
               more than one (1) month in advance, except with your prior
               written consent.

12.    Integration. This Agreement shall be the whole and only agreement with
       regard to the subjection and subordination of the Lease and the leasehold
       estate created thereby, together with all rights and privileges of Lessee
       thereunder, to the lien or charge of the Deed of Trust and shall
       supersede and cancel, but only insofar as would affect the priority
       between the Lease and the Deed of Trust any prior agreements as to such
       subjection or subordination, including, but not limited to, those
       provisions contained in the Lease that provide for the subjection or
       subordination of the Lease and the leasehold estate created thereby to a
       deed or deeds of trust or to a mortgage or mortgages.

13.    Notices. All notices and demands that may or are required to be given by
       any party to any other party hereunder shall be given in writing and
       shall be deemed to have been fully given within three (3) business days
       after being deposited in the United States mail, certified or registered,
       postage prepaid, and addressed to such party at the address set forth
       below beside its signature. The parties may change their addresses by
       giving notice to the other parties in the same manner as above provided.
       Lessee agrees that it shall send a copy of any notice of default or
       similar statement under the Lease to Lender at the same time such notice
       or statement is sent to the lessor under the Lease.

14.    Captions. The captions and headings of the paragraphs of this Agreement
       are for convenience only and are not to be used in construing this
       Agreement.

15.    Counterparts. This Agreement may be executed in counterparts, and all
       counterparts together shall be construed as one document.

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In WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first written above.

Address:                               LESSEE:

410 17th Street, Suite 400         CONSOLIDATED CAPITAL OF NORTH 
Denver, CO 80202                   AMERICA, INC.

                                   By:
                                      -------------------------------------
                                      Name:
                                     Title:

                                   ANGELES ACQUISITION CORP.
                                   a Colorado corporation

                                   By:
                                      -------------------------------------
                                      Name:
                                      Title:

             (SIGNATURE OF LENDER, BORROWER AND LESSOR ON NEXT PAGE)

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                                         LENDER:
Address:

4321 North Ballard Road                  AID ASSOCIATION FOR LUTHERANS,
Appleton, Wisconsin  54919               a Wisconsin corporation
Attn:  Investment Department
Loan No. 65360

                                         By: /s/ Wayne C. Streck
                                            ----------------------------------
                                            Wayne C. Streck
                                            Vice President-
                                            Mortgages and Real Estate

                                         By: /s/ Charles G. Egli
                                            ----------------------------------
                                            Charles G. Egli
                                            Assistant Secretary


                                         BORROWER AND LESSOR:
Address:

2850 Benedict Canyon                     DANAT INVESTMENT COMPANY
Beverly Hills, California  90210         a California general partnership


By: 
   ------------------------------
                                               Daniel J. Eget
                                               General Partner

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STATE OF Wisconsin           )
                             ) ss.
COUNTY OF Outagamie          )

     On January 12, 1998, before me, Linda K. Sklenar , personally appeared
Charles G. Egli and Wayne C. Streck , personally known to me (or proved to me on
the basis of satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by his/her
signature(s) on the instrument the person(s), or the entity upon behalf of which
the person(s) acted, executed the instrument.

         WITNESS my hand and official seal.

                                             /s/ Linda K. Sklenar
                                ------------------------------------------------
                                Notary Public in and for the State of California

         My commission expires      09/13/98.