SCHEDULE OF OMITTED
                                 PROMISSORY NOTE


The  Company  has also  entered  into an  additional  Promissory  Note  which is
substantially  identical  to the  following  Promissory  Note  in  all  material
respects  except as to the company,  interest rate and amount.  Listed below are
the material  details in which such documents  differ from the document filed as
part of this exhibit.

               Company                  Interest Rate               Amount
---------------------------------    --------------------      -----------------

CAX La Casa Blanca, L.L.C.                   7.92%                $3,840,000.00





<PAGE>



                                                        PPM Loan No. 99-0087- AZ

                                 PROMISSORY NOTE


$6,270,000.00                                                   January 19, 2000

         1.  Promise to Pay. FOR VALUE  RECEIVED,  the  undersigned,  CAX RANCHO
MIRAGE, L.L.C., a Delaware limited liability company,  ("Maker") hereby promises
to pay to the order of  JACKSON  NATIONAL  LIFE  INSURANCE  COMPANY,  a Michigan
corporation, its successors or assigns ("Noteholder"),  the principal sum of Six
Million Two Hundred Seventy Thousand and No/100ths Dollars ($6,270,000.00), with
interest on the unpaid  principal  balance  thereof  from the date hereof  until
maturity  at the  rate  of  Seven  and  86/100ths  percent  (7.860%)  per  annum
("Interest  Rate"),  both  principal and interest  being payable as  hereinafter
provided  in lawful  money of the United  States of  America at 225 West  Wacker
Drive, Suite 1200,  Chicago,  Illinois 60606 or at such other place as from time
to time may be designated by  Noteholder.  Interest shall be calculated and paid
on the basis of a 30-day month and 360-day year.

         2. Payments. A payment of interest only on the unpaid principal balance
of this Note shall be due and payable in advance on the date hereof in an amount
equal to interest accrued from and including the date hereof through January 31,
2000. Maker agrees to pay Noteholder monthly  installment  payments of Fifty-One
Thousand Eight Hundred Ninety-Nine and 81/100 Dollars  ($51,899.81) of principal
and  interest on the first (1st) day of March,  2000 and on the same day of each
succeeding  month through and  including  the first (1st) day of February,  2020
(the "Maturity Date"), on which date all unpaid principal and interest, together
with any other sums due under the terms of this Note, shall be due and payable.

         3.  Treatment of Payments.  All payments of principal,  interest,  late
charges (as described  below),  and prepayment  premium (as described below), if
any, due under this Note shall be paid to  Noteholder  by wire transfer or check
or immediately  available funds to such bank or place, and in such other manner,
as Noteholder  may from time to time  designate.  If such payment is received by
2:00 p.m.,  such payment  will be credited to Maker's  account as of the date on
which  received.  If such payment is received after 2:00 p.m., such payment will
be credited to Maker's  account on the business day next  following  the date on
which received.  Each installment payment under this Note shall be applied first
to the  payment of any cost or expense for which  Maker is liable  hereunder  or
under the other Loan  Documents,  including  any  unpaid  late  charge,  then to
accrued interest and the remainder to the reduction of unpaid principal. Time is
of the essence as to all payments hereunder.

         4.  Late  Charges.  If any  monthly  installment  of  principal  and/or
interest  is not paid in full on or  before  the tenth day of the month in which
such  payment is due,  then a charge for late  payment  ("Late  Charge")  in the
amount  of  five  percent  (5%)  of the  amount  of such  installment  shall  be
immediately  assessed  and shall be  immediately  due and payable by Maker.  The



<PAGE>

parties hereby  recognize that the Late Charge is a reasonable  approximation of
an actual loss  difficult  to  estimate.  Maker's  failure to collect  such Late
Charge shall not constitute a waiver of Maker's right to require payment of such
Late Charge for past or future defaults. The Late Charge shall be in addition to
all other rights and remedies  available to Noteholder  upon the occurrence of a
default under the Loan Documents.

         5. Default Interest. Upon the occurrence of (a) an Event of Default (as
defined in the Loan  Agreement)  or (b)  maturity of this Note,  interest  shall
accrue  hereunder at an annual rate (the "Default  Rate") equal to the lesser of
(i) eighteen percent (18%) and (ii) the maximum rate allowed by law. The Default
Rate shall accrue on the entire outstanding balance hereof,  including,  without
limitation,  delinquent  interest and any and all costs and expenses incurred by
Noteholder in connection therewith.

         6.  Security.  This Note is made  pursuant to a Loan  Agreement of even
date herewith (the "Loan  Agreement") and secured by, among other things, a Deed
of Trust,  Security Agreement and Financing  Statement  (hereinafter  called the
"Deed of Trust") of even date  herewith  in favor of Lawrence  C.  Petrowski,  a
Member of the Bar of the State of Arizona, as Trustee for the benefit of Jackson
National Life  Insurance  Company  evidencing a lien on certain real property in
Pinal County, Arizona,  described therein, and evidencing a security interest in
certain personal property, fixtures and equipment described therein. Capitalized
terms not  otherwise  defined  herein shall have the  meanings  ascribed to such
terms in the Loan Agreement.

         7.  Event  of  Default.  Upon the  failure  to pay any  installment  of
principal  and/or  interest  due on this  Note as  above  promised  or upon  the
occurrence of an Event of Default, Noteholder shall have the option of declaring
the  indebtedness  evidenced hereby to be immediately due and payable ("the Loan
Acceleration").  After Loan  Acceleration,  Noteholder  shall have the option of
applying any  payments  received to principal or interest or any other costs due
pursuant to the terms of this Note or the Loan Documents.

         8.  Prepayment.  No prepayment of the principal  balance of the Note is
allowed  during  the  first  one  hundred  twenty  (120)  months  of  the  Loan.
Thereafter,  prepayment is permitted at any time, in full but not in part,  upon
thirty (30) days' written notice,  with payment to Lender of a yield maintenance
premium ("Premium") equal to (i) the greater of 1% of the outstanding  principal
balance  at the  time of  prepayment  or (ii) the  present  value on the date of
prepayment of all future  principal  and interest  payments  beginning  with the
payment due on the second  month  following  the  pay-off  date,  including  any
balloon payments  assuming payment in accordance with the repayment terms of the
Note less the current  outstanding  principal  balance of the Loan. The interest
rate used in  calculating  the present  value  shall be the  Treasury  Rate,  as
defined herein,  plus 25 basis points,  then divided by twelve.  "Treasury Rate"
shall be the yield as reported by  Bloomberg  L.P. of U.S.  Government  Treasury
Securities  having a maturity date which is the same as the Maturity Date of the
Loan three (3) business days prior to the prepayment of the Loan  ("Index").  If
for any reason such index is not published,  the Treasury Rate shall be based on
the yields  reported  in  another  publication  of  comparable  reliability  and
institutional  acceptance as selected by the Lender in its sole discretion which


                                       2
<PAGE>

most closely  approximates yields in percent per annum of selected U.S. Treasury
securities  of  varying  maturities.  If no  Treasury  Constant  Maturities  are
published for the specific  length of time to the Maturity Date, the index to be
utilized  shall be the  weighted  average of the  Treasury  Constant  Maturities
published for the two periods most nearly corresponding to the Maturity Date. No
Premium shall apply to a payment in full during the last ninety (90) days of the
Loan term or due to taking  through  condemnation  or a  casualty  where  Lender
applies proceeds to pay down the Loan. No involuntary  partial  prepayment shall
suspend  or  reduce  any  required  installment  payments.  If the Loan has been
accelerated,  and Borrower wishes to pay the Loan in full, the payment  tendered
must include either (i) the  applicable  prepayment  premium,  if the payment is
tendered  during a period when  prepayment is permitted  under the Note, or (ii)
the greater of such  prepayment  premium or 10% of the principal  amount owed on
the date of default,  if the payment is tendered during a period when prepayment
is prohibited under the Note.

         9. Limitation on Personal  Liability.  Anything contained herein to the
contrary  notwithstanding,  it is expressly  understood  and agreed that nothing
herein shall be  construed  as creating any personal  liability on Maker (or, if
Maker is a partnership, any of its general partners) to pay any amount due under
this Note or any other  Loan  Document  except  that Maker  (and,  if Maker is a
partnership,  its general  partners) shall be liable for and shall indemnify and
defend  Noteholder  against,  and hold  Noteholder  harmless  from  and  against
Noteholder's costs,  expenses (including reasonable attorney's fees), losses and
damages  caused  by or  related  to  any  of  the  following  "Recourse  Events"
committed,   permitted  or  omitted  by  Maker,  its  agents,  employees  and/or
contractors: (i) waste to or of the Project or a failure to maintain the Project
as a  first  class  manufactured  housing  community;  (ii)  fraud  or  material
misrepresentation by Maker; (iii) failure to pay, or to make sufficient payments
into the Escrow  Account  pursuant to Section 3.1 of the Loan  Agreement  to pay
insurance  premiums,  taxes,  assessments,  ground  rent or any  other  lienable
impositions as required under the Loan Documents;  (iv) misapplication of tenant
security  deposits,  insurance  proceeds or condemnation  proceeds;  (v) failure
while in monetary default to pay to Noteholder all rents,  income and profits of
and from the Project,  net of reasonable and customary operating expenses;  (vi)
breach  of or  failure  to  perform  under  the  environmental  representations,
warranties,  covenants or indemnifications described in Section 3.19 of the Loan
Agreement and further agreed to the  Environmental  Indemnity  Agreement;  (vii)
destruction or removal of fixtures or personal  property securing this Note from
the  Project,  unless  replaced by items of equal  value;  (viii)  Intentionally
Deleted;  (ix)  failure  of the  Project  to  comply  with  the  Americans  with
Disabilities Act of 1990, as amended,  the Fair Housing Act of 1988, as amended,
or any other similar Building Laws after any Governmental Authority has notified
Maker, its agents,  employees  and/or  contractors of such  non-compliance;  (x)
failure to pay to Noteholder any rent, income or profits which have been prepaid
more than thirty (30) days in advance if such advance payments exceed 10% of the
total  annual  rental  income;  (xi) willful or grossly  negligent  violation of
applicable  law; and (xii) failure of Maker to pay all amounts payable under the
Note in full,  together with  reasonable  attorney  fees, if Maker  transfers or
encumbers the Project in contravention of the Loan Documents, or (xiii) if Maker
files a voluntary  petition under Chapter 11 of the Bankruptcy Code prior to the
one-year  anniversary  of the transfer of title to the Project to  Noteholder by
foreclosure  of deed or other  conveyance in lieu of  foreclosure  or otherwise.


                                       3
<PAGE>

Nothing set forth herein  shall  restrict or impede any other right or remedy of
Noteholder upon the occurrence of an Event of Default.

         10. Non-Usurious Loan. It is the intent of Noteholder and Maker in this
Note and the  other  Loan  Documents  now or  hereafter  securing  this  Note to
contract in strict compliance with applicable usury law. In furtherance thereof,
Noteholder  and Maker  stipulate and agree that none of the terms and provisions
contained  in this  Note,  or in any other  instrument  executed  in  connection
herewith  including  but  not  limited  to the  Loan  Documents,  shall  ever be
construed to create a contract to pay for the use,  forbearance  or detention of
money, or interest at a rate in excess of the maximum interest rate permitted to
be charged by applicable  law.  Neither Maker nor any  guarantors,  endorsers or
other  parties now or hereafter  becoming  liable for payment of this Note shall
ever be required to pay interest on this Note at a rate in excess of the maximum
interest that may be lawfully  charged under  applicable law, and the provisions
of this paragraph shall control over all other provisions of this Note, the Loan
Documents  and any other  instruments  now or hereafter  executed in  connection
herewith  which  may be in  apparent  conflict  herewith.  Noteholder  expressly
disavows  any  intention  to charge or collect  excessive  unearned  interest or
finance  charges in the event the maturity of this Note is  accelerated.  If the
maturity of this Note is accelerated  for any reason or if the principal of this
Note is paid prior to the Maturity  Date,  and as a result  thereof the interest
received for the actual period of existence of this Note exceeds the  applicable
maximum lawful rate,  Noteholder shall, at its option,  either refund the amount
of such excess or credit the amount of such excess against the principal balance
of this Note then outstanding and thereby shall render  inapplicable any and all
penalties  of any kind  provided  by  applicable  law as a result of such excess
interest.  In the event  that  Noteholder  collects  monies  which are deemed to
constitute  interest  which would  increase the effective  interest rate on this
Note to a rate in excess of that permitted to be charged by applicable  law, all
such sums deemed to constitute interest in excess of the lawful rate shall, upon
such determination,  at the option of Noteholder, be either immediately returned
or credited  against the  principal  balance of this Note then  outstanding,  in
which event any and all penalties of any kind under  applicable  law as a result
of such excess interest shall be  inapplicable.  By execution of this Note Maker
acknowledges  that it  believes  this  Note and all  interest  and fees  paid in
connection  with the loan  represented by this Note, to be  non-usurious.  Maker
agrees that if, at any time,  Maker  should  believe  that this Note or the loan
represented by this Note is in fact usurious,  Maker will give Noteholder notice
of such condition and Maker agrees that  Noteholder  shall have ninety (90) days
in which to make appropriate refund or other adjustment in order to correct such
condition if in fact such condition exists. The term "applicable law" as used in
this Note  shall mean the laws of the State of Arizona or the laws of the United
States, whichever allows the greater rate of interest, as such laws now exist or
may be changed or amended or come into effect in the future.

         11. Noteholder's Attorney Fees. Should the indebtedness  represented by
this Note or any part  thereof be  collected  at law or in equity or through any
bankruptcy,  receivership, probate or other court proceedings or if this Note is
placed in the hands of attorneys for collection after default, or if the lien or
priority  of the  lien  represented  by the  Deed of  Trust  or the  other  Loan
Documents  is the  subject  of any court  proceeding,  Maker and all  endorsers,
guarantors  and  sureties  of this Note  jointly and  severally  agree to pay to


                                       4
<PAGE>

Noteholder  in addition to the  principal  and interest  due and payable  hereon
reasonable  attorney and collection  fees including those incurred by Noteholder
for any appeal.

         12. Maker's Waivers.  Maker and all endorsers,  guarantors and sureties
of this Note and all  other  persons  liable  or to  become  liable on this Note
severally  waive  presentment  for  payment,  demand,  notice of  demand  and of
dishonor and  nonpayment  of this Note,  notice of intention to  accelerate  the
maturity of this Note,  notice of  acceleration,  protest and notice of protest,
diligence in collecting,  and the bringing of suit against any other party,  and
agree to all renewals, extensions,  modifications, partial payments, releases or
substitutions of security,  in whole or in part, with or without notice,  before
or after maturity.

         13.  Payment  of Taxes  and Fees.  Maker  agrees to pay the cost of any
revenue, tax or other documentary fee or stamps now or hereafter required by law
to be affixed to this Note or the Deed of Trust.

         14. Governing Law. This Note and the rights,  duties and liabilities of
the  parties  hereunder  and/or  arising  from  or  relating  in any  way to the
indebtedness   evidenced  by  this  Note  or  the   transaction  of  which  such
indebtedness  is a part shall be governed and  construed for all purposes by the
law of the State of Arizona.

         15. WAIVER OF TRIAL BY JURY. MAKER HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED  BY LAW,  THE  RIGHT  TO TRIAL BY JURY IN ANY  ACTION,  PROCEEDING  OR
COUNTERCLAIM,  WHETHER IN  CONTRACT,  TORT OR  OTHERWISE,  RELATING  DIRECTLY OR
INDIRECTLY TO THE LOAN, THE  APPLICATION FOR THE LOAN, THE LOAN DOCUMENTS OR ANY
ACTS OR OMISSIONS OF NOTEHOLDER, ITS OFFICERS, EMPLOYEES, DIRECTORS OR AGENTS IN
CONNECTION THEREWITH.

         IN WITNESS  WHEREOF,  Maker has caused this Note to be duly executed as
of the day and year first above written.

                                    MAKER:

                                    CAX RANCHO MIRAGE, L.L.C.,
                                    a Delaware limited liability company

                                    By:  Commercial Assets, Inc.,
                                         a Delaware corporation, its Sole Member

                                         By:  /s/David M. Becker
                                             -------------------------
                                               David M. Becker
                                               Chief Financial Officer

                                    (Taxpayer ID Number) 84-1500766


                                       5
<PAGE>


STATE OF COLORADO                      )
                                       ) ss.
COUNTY OF DENVER                       )

         The foregoing  instrument was  acknowledged  before me this 19th day of
January,  2000 by David M. Becker,  as the Chief Financial Officer of Commercial
Assets,  Inc.,  a Delaware  corporation,  the Sole Member of CAX RANCHO  MIRAGE,
L.L.C., a Delaware limited liability company.


                                                 /s/ Lorri Owen
                                  ----------------------------------------------
                                  Notary Public in and for said County and State

My Commission Expires:

07/02/2001




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