SCHEDULE OF OMITTED
            DEED OF TRUST, SECURITY AGREEMENT AND FINANCING STATEMENT


The  Company  has  also  entered  into an  additional  Deed of  Trust,  Security
Agreement  and  Financing  Statement  which is  substantially  identical  to the
following  Deed of Trust,  Security  Agreement  and  Financing  Statement in all
material  respects  except as to the  company.  Listed  below  are the  material
details in which such  documents  differ from the document filed as part of this
exhibit.

                 Company
-------------------------------------------

CAX La Casa Blanca, L.L.C.



<PAGE>


RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

Lawrence C. Petrowski, Esq.
Morrison & Hecker L.L.P.
2800 N. Central Avenue
Suite 1600
Phoenix, Arizona 85004-1007

--------------------------------------------------------------------------------

                     THIS DOCUMENT IS TO BE RECORDED AS BOTH
            A DEED OF TRUST AND FINANCING STATEMENT (FIXTURE FILING)


            DEED OF TRUST, SECURITY AGREEMENT AND FINANCING STATEMENT





         THIS DEED OF TRUST is made as of January 19,  2000,  between CAX RANCHO
MIRAGE,  L.L.C.,  a Delaware limited  liability  company  ("Trustor"),  having a
mailing address of 3410 South Galena Street, Suite 210, Denver,  Colorado 80231;
LAWRENCE C.  PETROWSKI,  a member of the Bar of the State of  Arizona,  having a
mailing address of Morrison & Hecker L.L.P.,  2800 North Central  Avenue,  Suite
1600,  Phoenix,  Arizona 85004 ("Trustee"),  and JACKSON NATIONAL LIFE INSURANCE
COMPANY,  a Michigan  corporation,  having a mailing address of c/o PPM Finance,
Inc.,   225  West  Wacker   Drive,   Suite   1200,   Chicago,   Illinois   60606
("Beneficiary").

1.       DEED OF TRUST AND SECURED OBLIGATIONS.

     1.1 Deed of Trust.  For purposes of securing payment and performance of the
Secured  Obligations  defined  and  described  in Section  1.2,  Trustor  hereby
irrevocably and unconditionally  grants,  bargains,  sells, conveys,  mortgages,
warrants,  transfers,  assigns and pledges, to Beneficiary,  with right of entry
and possession,  and with power of sale, all estate,  right,  title and interest
which Trustor now has or may later acquire in and to the following property (all
or any part of such  property,  or any interest in all or any part of it, as the
context may require, the "Property"):

         (a) the real property located in the County of Pinal,  State of Arizona
     and more particularly described in Exhibit A attached hereto, together with
     all existing and future  easements and rights  affording  access to it (the
     "Land");

         (b) all buildings,  structures and improvements now located or later to
     be constructed on the Land (the "Improvements");

         (c) all  existing  and  future  appurtenances,  privileges,  easements,
     franchises  and tenements of the Land,  including  all minerals,  oil, gas,
     other  hydrocarbons and associated  substances,  sulfur,  nitrogen,  carbon
     dioxide, helium and other commercially valuable substances which may be in,
     under or produced  from any part of the Land,  all  development  rights and



<PAGE>

     credits, air rights,  water, water rights (whether riparian,  appropriative
     or otherwise, and whether or not appurtenant) and water stock, and any land
     lying in the streets,  roads or avenues,  open or proposed,  in front of or
     adjoining the Land and Improvements;

         (d) all existing and future leases, subleases, subtenancies,  licenses,
     occupancy  agreements  and  concessions   ("leases",   as  defined  in  the
     Assignment of Leases and Rents described in Section 2 herein,  executed and
     delivered  to Lender  contemporaneously  herewith)  relating to the use and
     enjoyment of all or any part of the Land and Improvements,  and any and all
     guaranties and other agreements  relating to or made in connection with any
     of such leases;

         (e) all goods,  materials,  supplies,  chattels,  furniture,  fixtures,
     equipment and machinery now or later to be attached to, placed in or on, or
     used in connection with the use,  enjoyment,  occupancy or operation of all
     or any part of the Land and  Improvements,  whether  stored  on the Land or
     elsewhere,  including  all  pumping  plants,  engines,  pipes,  ditches and
     flumes,  and  also  all  gas,  electric,  cooking,  heating,  cooling,  air
     conditioning,  lighting, refrigeration and plumbing fixtures and equipment,
     all of which shall be  considered  to the  fullest  extent of the law to be
     real property for purposes of this Deed of Trust;

         (f) all  building  materials,  equipment,  work  in  process  or  other
     personal  property of any kind,  whether  stored on the Land or  elsewhere,
     which  have  been or  later  will be  acquired  for the  purpose  of  being
     delivered  to,  incorporated  into or  installed  in or  about  the Land or
     Improvements;

         (g)  all of  Trustor's  interest  in and to  the  Loan  funds,  whether
     disbursed  or not,  the Escrow  Accounts  (as defined in Section 3.1 of the
     Loan Agreement) and any of Trustor's funds now or later to be held by or on
     behalf of Beneficiary;

         (h) all rights to the payment of money, accounts,  accounts receivable,
     reserves,  deferred payments, refunds, cost savings, payments and deposits,
     whether  now or later to be  received  from third  parties  (including  all
     earnest  money sales  deposits) or deposited by Trustor with third  parties
     (including all utility  deposits),  contract  rights,  development  and use
     rights, governmental permits and licenses, applications,  architectural and
     engineering plans,  specifications and drawings, as-built drawings, chattel
     paper, instruments,  documents,  notes, drafts and letters of credit (other
     than letters of credit in favor of Beneficiary), which arise from or relate
     to construction on the Land or to any business now or later to be conducted
     on it, or to the Land and Improvements generally;

         (i) all proceeds,  including all claims to and demands for them, of the
     voluntary or involuntary conversion of any of the Land, Improvements or the
     other property  described above into cash or liquidated  claims,  including
     proceeds  of all  present and future  fire,  hazard or  casualty  insurance
     policies and all condemnation awards or payments now or later to be made by
     any public body or decree by any court of  competent  jurisdiction  for any
     taking or in connection with any condemnation or eminent domain proceeding,
     and all causes of action and their proceeds for any damage or injury to the
     Land,  Improvements  or the other property  described  above or any part of


                                       2
<PAGE>

     them,  or breach of warranty in  connection  with the  construction  of the
     Improvements,  including causes of action arising in tort, contract,  fraud
     or concealment of a material fact;

         (j) all books and  records  pertaining  to any and all of the  property
     described  above,  including  computer-readable  memory  and  any  computer
     hardware or software  necessary to access and process  such memory  ("Books
     and Records");

         (k) (i) the agreements  described in Exhibit B attached  hereto,  which
     exhibit is  incorporated  herein by  reference;  (ii) all other  agreements
     heretofore  or  hereafter   entered  into  relating  to  the  construction,
     ownership,   operation,   management,   leasing  or  use  of  the  Land  or
     Improvements;   (iii)  any  and  all   present   and   future   amendments,
     modifications,  supplements,  and addenda to any of the items  described in
     (i) and (ii)  above;  (iv) any and all  guarantees,  warranties  and  other
     undertakings  (including  payment  and  performance  bonds)  heretofore  or
     hereafter  entered  into or  delivered  with  respect  to any of the  items
     described  in  clauses  (i)  through  (iii)  above;  (v) all  trade  names,
     trademarks,  logos and other  materials  used to identify or advertise,  or
     otherwise  relating  to the Land or  Improvements;  and  (vi) all  building
     permits, governmental permits, licenses, variances,  conditional or special
     use permits, and other authorizations (collectively,  the "Permits") now or
     hereafter  issued  in  connection  with  the   construction,   development,
     ownership,   operation,   management,   leasing  or  use  of  the  Land  or
     Improvements,  to the fullest extent that the same or any interest  therein
     may be legally assigned by Trustor; and

         (l) all proceeds of,  additions and  accretions to,  substitutions  and
     replacements for, and changes in any of the property described above.

Capitalized  terms  used  above  and  elsewhere  in this  Deed of Trust  without
definition  have the meanings  given them in the Loan  Agreement  referred to in
Section 1.2 below.

     1.2  Secured  Obligations.  This Deed of Trust is made for the  purpose  of
securing the following  obligations (the "Secured  Obligations") in any order of
priority that Beneficiary may choose:

         (a) Payment of all  obligations  at any time owing  under a  Promissory
     Note (the "Note") of even date herewith, payable by Trustor as maker in the
     stated  principal  amount of Six Million Two Hundred  Seventy  Thousand and
     No/100ths Dollars  ($6,270,000.00) to the order of Beneficiary,  which Note
     matures and is due and payable in full not later than February 1, 2020; and

         (b) Payment and  performance of all obligations of Trustor under a Loan
     Agreement  of  even  date  herewith  between  Trustor,  as  borrower,   and
     Beneficiary, as lender (the "Loan Agreement"); and

         (c) Payment and  performance  of all  obligations of Trustor under this
     Deed of Trust; and

         (d) Payment and  performance  of any  obligations  of Trustor under any
     Loan  Documents  (as defined in the Loan  Agreement)  which are executed by
     Trustor, including without limitation the Environmental Indemnity; and

                                       3
<PAGE>

         (e)  Payment  and   performance  of  all  future   advances  and  other
     obligations  that  Trustor or any  successor in ownership of all or part of
     the Property may agree to pay and/or perform (whether as principal,  surety
     or guarantor) for the benefit of Beneficiary,  when a writing evidences the
     parties'  agreement  that the advance or obligation be secured by this Deed
     of Trust; and

         (f)  Payment  and   performance  of  all   modifications,   amendments,
     extensions  and  renewals,   however  evidenced,  of  any  of  the  Secured
     Obligations.

All  persons  who may  have or  acquire  an  interest  in all or any part of the
Property  will be  considered to have notice of, and will be bound by, the terms
of the  Secured  Obligations  and each other  agreement  or  instrument  made or
entered into in  connection  with each of the Secured  Obligations.  These terms
include any provisions in the Note or the Loan Agreement  which provide that the
interest  rate on one or more of the Secured  Obligations  may vary from time to
time.

2.  ASSIGNMENT  OF  RENTS.  As an  inducement  to  Beneficiary  to make the loan
evidenced  by the Note and the Loan  Agreement,  Trustor  has  contemporaneously
herewith executed and delivered to Beneficiary an Assignment of Leases and Rents
with  respect to the  Property.  The terms  thereof are  incorporated  herein by
reference,  with the parties acknowledging that the assignment contained therein
is a  present  and  absolute  assignment  and  not a  collateral  assignment  of
Trustor's interest in the Leases and Rents described therein.

3.       GRANT OF SECURITY INTEREST.

     3.1 Security  Agreement.  The parties acknowledge that some of the Property
and some or all of the Rents (as defined in the  Assignment of Leases and Rents)
may be determined under applicable law to be personal  property or fixtures.  To
the extent  that any  Property  or Rents may be  personal  property,  Trustor as
debtor hereby  grants  Beneficiary  as secured party a security  interest in all
such  Property  and Rents,  to secure  payment  and  performance  of the Secured
Obligations.  This provision is not in derogation of the absolute  assignment of
the  Leases  and Rents  contained  in such  Assignment  of Leases  and Rents and
incorporated  herein  by  reference  in  Section  2.  above.  This Deed of Trust
constitutes a security  agreement under the Uniform Commercial Code as in effect
in the State of Arizona (the "Code), covering all such Property and Rents.

     3.2  Financing  Statements.  Trustor  shall  execute one or more  financing
statements and such other documents as Beneficiary may from time to time require
to perfect or continue the perfection of Beneficiary's  security interest in any
Property or Rents.  Trustor  shall pay all fees and costs that  Beneficiary  may
incur in filing such  documents in public  offices and in obtaining  such record
searches as Beneficiary may reasonably require. In case Trustor fails to execute
any financing  statements or other  documents for the perfection or continuation
of any security  interest,  Trustor hereby appoints  Beneficiary as its true and
lawful attorney-in-fact to execute any such documents on its behalf.

     3.3 Fixture Filing.  This Deed of Trust  constitutes a financing  statement
filed as a fixture  filing under  Arizona  Revised  Statutes  (A.R.S.)  Sections
47-9313 and 47-9402 as amended or recodified from time to time,  covering any of
the Property which now is or later may become  fixtures  attached to the Land or
the Improvements.  The following addresses are the mailing addresses of Trustor,


                                       4
<PAGE>

as debtor  under the Code,  and  Beneficiary,  as secured  party under the Code,
respectively:

        Trustor:           CAX Rancho Mirage, L.L.C.
                           3410 South Galena Street, Suite 210
                           Denver, Colorado 80231

         with a copy to:

                           Joseph W. Gaynor, P.A.
                           2637 McCormick Drive
                           Clearwater, Florida 33758
                           Attn: Joseph W. Gaynor, Esq.

         Federal Tax Identification No: 84-1500766

         Beneficiary:      Jackson National Life Insurance Company
                           c/o PPM Finance, Inc.
                           225 West Wacker Drive
                           Suite 1200
                           Chicago, Illinois  60606
                           Attn:  Commercial Mortgage Servicing Manager


4.       REPRESENTATIONS, COVENANTS AND AGREEMENTS.

     4.1  Good  Title.  Trustor  covenants  that it is  lawfully  seized  of the
Property,  that the Property is unencumbered except for the Permitted Exceptions
(as defined in the Loan Agreement),  and that it has good right,  full power and
lawful  authority to convey and mortgage the same,  and that it will warrant and
forever  defend the Property and the quiet and peaceful  possession  of the same
against the lawful claims of all persons whomsoever.

     4.2  Insurance.  In the event of any loss or damage to any  portion  of the
Property  due to fire or other  casualty,  or a  taking  of any  portion  of the
Property by condemnation or under the power of eminent domain, the settlement of
all  insurance  and  condemnation  claims  and  awards  and the  application  of
insurance and  condemnation  proceeds shall be governed by Section 5 of the Loan
Agreement.

     4.3 Stamp Tax. If, by the laws of the United  States of America,  or of any
state or political  subdivision having jurisdiction over Trustor, any tax is due
or becomes due in respect of the issuance of the Note, or recording of this Deed
of Trust, Trustor covenants and agrees to pay such tax in the manner required by
any such law. Trustor further covenants to hold harmless and agrees to indemnify
Beneficiary, its successors or assigns, against any liability incurred by reason
of the  imposition  of any tax on the  issuance of the Note or recording of this
Deed of Trust.

     4.4 Changes in Taxation.  In the event of the enactment  after this date of
any  law of the  State  in  which  the  Property  is  located  or any  political
subdivision thereof deducting from the value of land for the purpose of taxation
any lien thereon,  or imposing upon  Beneficiary the payment of the whole or any


                                       5
<PAGE>

part of the taxes or assessments or charges or liens herein  required to be paid
by  Trustor,  or  changing  in any way the  laws  relating  to the  taxation  of
mortgages  or deeds of trust or debts  secured by mortgages or deeds of trust or
the  Beneficiary's  interest in the  Property,  or the manner of  collection  of
taxes,  so as to affect  this  Deed of Trust or the  Secured  Obligations,  then
Trustor,  upon demand by Beneficiary,  shall pay such taxes or  assessments,  or
reimburse  Beneficiary  therefor;  provided,  however, that if in the opinion of
counsel for Beneficiary (i) it might be unlawful to require Trustor to make such
payment or (ii) the making of such  payment  might result in the  imposition  of
interest beyond the maximum amount permitted by law, then Beneficiary may elect,
by notice in writing given to Trustor, to declare all of the Secured Obligations
to be and become due and payable sixty (60) days from the giving of such notice.

     4.5  Subrogation.  Beneficiary  shall  be  subrogated  to the  liens of all
encumbrances,  whether  released of record or not, which are discharged in whole
or in part by  Beneficiary  in  accordance  with  this Deed of Trust or with the
proceeds of any loan secured by this Deed of Trust.

     4.6 Notice of Change.  Trustor shall give Beneficiary  prior written notice
of any  change  in:  (a) the  location  of its  place of  business  or its chief
executive office if it has more than one place of business;  (b) the location of
any of the Property,  including the Books and Records; and (c) Trustor's name or
business  structure.  Unless otherwise  approved by Beneficiary in writing,  all
Property that consists of personal  property  (other than the Books and Records)
will be  located  on the Land and all  Books  and  Records  will be  located  at
Trustor's place of business or chief  executive  office if Trustor has more than
one place of business.

     4.7 Releases, Extensions,  Modifications and Additional Security. From time
to time, Beneficiary may perform any of the following acts without incurring any
liability  or giving  notice to any person:  (i)  release any person  liable for
payment  of any  Secured  Obligation;  (ii)  extend  the  time for  payment,  or
otherwise alter the terms of payment,  of any Secured  Obligation;  (iii) accept
additional  real or personal  property  of any kind as security  for any Secured
Obligation,  whether evidenced by deeds of trust, mortgages, security agreements
or any other  instruments  of security;  (iv) alter,  substitute  or release any
property securing the Secured Obligations; (v) consent to the making of any plat
or map of the  Property or any part of it; (vi) join in granting any easement or
creating  any  restriction   affecting  the  Property;  or  (vii)  join  in  any
subordination or other agreement affecting this Deed of Trust or the lien of it.

5.       DEFAULTS AND REMEDIES.

     5.1  Events of  Default.  An "Event of  Default,"  as  defined  in the Loan
Agreement, shall constitute an Event of Default hereunder.

     5.2 Remedies.  At any time after an Event of Default,  Beneficiary shall be
entitled to invoke any and all of the rights and remedies  described  below,  in
addition to all other rights and remedies  available to Beneficiary at law or in
equity. All of such rights and remedies shall be cumulative, and the exercise of
any one or more of them shall not constitute an election of remedies.

         (a)  Acceleration.  Beneficiary  may  declare any or all of the Secured
     Obligations to be due and payable immediately.

                                       6
<PAGE>

         (b) Receiver.  Beneficiary shall, as a matter of right,  without notice
     and without giving bond to Trustor or anyone  claiming by, under or through
     Trustor,  and without  regard for the solvency or  insolvency of Trustor or
     the then value of the Property,  to the extent permitted by applicable law,
     be  entitled  to  have a  receiver  appointed  for  all or any  part of the
     Property and the Rents, and the proceeds,  issues and profits thereof, with
     the rights and powers  referenced below and such other rights and powers as
     the court making such appointment shall confer, and Trustor hereby consents
     to the  appointment  of  such  receiver  and  shall  not  oppose  any  such
     appointment.  Such receiver shall have all powers and duties  prescribed by
     applicable  law and all other powers  which are  necessary or usual in such
     cases for the protection,  possession, control, management and operation of
     the Property,  and such rights and powers as Beneficiary  would have,  upon
     entering and taking possession of the Property under subsection (c) below.

         (c)  Entry.  Beneficiary,  in  person,  by agent or by  court-appointed
     receiver, may enter, take possession of, manage and operate all or any part
     of the  Property,  and may also do any and all other  things in  connection
     with those actions that  Beneficiary  may in its sole  discretion  consider
     necessary  and  appropriate  to protect the security of this Deed of Trust.
     Such other things may include:  taking and  possessing  all of Trustor's or
     the then owner's Books and Records; entering into, enforcing,  modifying or
     canceling  leases on such terms and conditions as Beneficiary  may consider
     proper;   obtaining  and  evicting  tenants;  fixing  or  modifying  Rents;
     collecting and receiving any payment of money owing to Trustor;  completing
     any unfinished construction;  and/or contracting for and making repairs and
     alterations.  If Beneficiary so requests, Trustor shall assemble all of the
     Property  that has been  removed from the Land and make all of it available
     to  Beneficiary  at  the  site  of the  Land.  Trustor  hereby  irrevocably
     constitutes  and  appoints  Beneficiary  as Trustor's  attorney-in-fact  to
     perform such acts and execute such  documents  as  Beneficiary  in its sole
     discretion may consider to be  appropriate in connection  with taking these
     measures, including endorsement of Trustor's name on any instruments.

         (d) Cure;  Protection of Security.  Beneficiary  may cure any breach or
     default of Trustor,  and if it chooses to do so in connection with any such
     cure,  Beneficiary  may also enter the Property and/or do any and all other
     things  which  it  may  in  its  sole  discretion  consider  necessary  and
     appropriate  to  protect  the  security  of this Deed of Trust.  Such other
     things may include:  appearing in and/or defending any action or proceeding
     which  purports  to affect  the  security  of,  or the  rights or powers of
     Beneficiary under, this Deed of Trust;  paying,  purchasing,  contesting or
     compromising  any  encumbrance,  charge,  lien or  claim  of lien  which in
     Beneficiary's sole judgment is or may be senior in priority to this Deed of
     Trust, such judgment of Beneficiary to be conclusive as between the parties
     to this Deed of Trust;  obtaining  insurance  and/or paying any premiums or
     charges  for  insurance  required to be carried  under the Loan  Agreement;
     otherwise  caring for and  protecting  any and all of the Property;  and/or
     employing counsel,  accountants,  contractors and other appropriate persons
     to assist  Beneficiary.  Beneficiary may take any of the actions  permitted
     under this  Section  5.2(d)  either  with or without  giving  notice to any
     person. Any amounts expended by Beneficiary under this Section 5.2(d) shall
     be secured by this Deed of Trust.

                                       7
<PAGE>

         (e) Uniform  Commercial Code Remedies.  Beneficiary may exercise any or
     all of the remedies granted to a secured party under the Code.

         (f) Foreclosure;  Lawsuits. Beneficiary shall have the right, in one or
     several concurrent or consecutive proceedings, to foreclose the lien hereof
     upon the Property or any part thereof, for the Secured Obligations,  or any
     part  thereof,  by  any  proceedings   appropriate  under  applicable  law,
     including  utilization of the power of sale granted hereunder.  Beneficiary
     or its nominee may bid and become the  purchaser  of all or any part of the
     Property  at any  foreclosure  or other sale  hereunder,  and the amount of
     Beneficiary's  successful bid shall be credited on the Secured Obligations.
     Without limiting the foregoing,  Beneficiary may proceed by a suit or suits
     in law or equity,  whether  for  specific  performance  of any  covenant or
     agreement  herein contained or contained in any of the other Loan Documents
     (as defined in the Loan Agreement), or in aid of the execution of any power
     herein granted,  or for any foreclosure under the judgment or decree of any
     court  of  competent  jurisdiction,  or  for  damages,  or to  collect  the
     indebtedness   secured  hereby,   or  for  the  enforcement  of  any  other
     appropriate legal, equitable,  statutory or contractual remedy. Trustee may
     sell  the  Property  at  public   auction  in  one  or  more  parcels,   at
     Beneficiary's  option,  and convey the same to the purchaser in fee simple,
     Trustor to remain  liable for any  deficiency  for which  Trustor  shall be
     personally liable.

         (g) Other  Remedies.  Beneficiary  may exercise all rights and remedies
     contained in any other  instrument,  document,  agreement or other  writing
     heretofore,  concurrently or in the future executed by Trustor or any other
     person or entity in favor of  Beneficiary  in  connection  with the Secured
     Obligations  or  any  part  thereof,  without  prejudice  to the  right  of
     Beneficiary  thereafter to enforce any appropriate  remedy against Trustor.
     Beneficiary  shall  have the right to pursue  all  remedies  afforded  to a
     beneficiary  under applicable law, and shall have the benefit of all of the
     provisions of such applicable law,  including all amendments  thereto which
     may become effective from time to time after the date hereof.  In the event
     any provision of any statutes which is specifically  referred to herein may
     be repealed,  Beneficiary  shall have the benefit of such provision as most
     recently   existing  prior  to  such  repeal,   as  though  the  same  were
     incorporated herein by express reference.

         (h) Power of Sale for  Personal  Property.  Under  this  power of sale,
     Beneficiary shall have the discretionary  right to cause some or all of the
     Property,  which  constitutes  personal  property,  to be sold or otherwise
     disposed of in any  combination  and in any manner  permitted by applicable
     law.

             (i) For  purposes of this power of sale,  Beneficiary  may elect to
     treat as personal property any Property which is intangible or which can be
     severed from the Land or Improvements without causing structural damage. If
     it chooses to do so,  Beneficiary  may dispose of any personal  property in
     any  manner  permitted  by Chapter 9 of the Code,  including  any public or
     private sale, or in any manner permitted by any other applicable law.

             (ii) In  connection  with  any sale or  other  disposition  of such
     Property,  Trustor  agrees  that  the  following  procedures  constitute  a
     commercially  reasonable sale: Beneficiary shall mail written notice of the


                                       8
<PAGE>

     sale to  Trustor  not later  than ten (10) days  prior to such  sale.  Upon
     receipt of any written request, Trustor will make the Property available to
     any bona  fide  prospective  purchaser  for  inspection  during  reasonable
     business hours.  Notwithstanding,  Beneficiary shall be under no obligation
     to consummate a sale if, in its judgment, none of the offers received by it
     equals the fair  value of the  Property  offered  for sale.  The  foregoing
     procedures do not constitute the only  procedures  that may be commercially
     reasonable.

         (i) Single or Multiple  Foreclosure  Sales. If the Property consists of
     more than one lot, parcel or item of property, Beneficiary may:

             (1)  designate  the order in which the lots,  parcels  and/or items
     shall be sold or disposed of or offered for sale or disposition; and

             (2) elect to dispose of the lots,  parcels  and/or items  through a
     single  consolidated  sale or  disposition  to be held or made  under or in
     connection with judicial proceedings, or by virtue of a judgment and decree
     of foreclosure and sale, or pursuant to the power of sale contained herein;
     or through two or more such sales or  dispositions;  or in any other manner
     Beneficiary may deem to be in its best interests (any  foreclosure  sale or
     disposition  as  permitted  by the terms  hereof is  sometimes  referred to
     herein  as  a  "Foreclosure   Sale;"  and  any  two  or  more  such  sales,
     "Foreclosure Sales").

If it chooses to have more than one Foreclosure Sale,  Beneficiary at its option
may cause the Foreclosure Sales to be held  simultaneously  or successively,  on
the same day, or on such different days and at such different  times and in such
order as it may deem to be in its best  interests.  No  Foreclosure  Sale  shall
terminate  or affect the liens of this Deed of Trust on any part of the Property
which has not been sold, until all of the Secured  Obligations have been paid in
full.

     5.3  Application  of  Foreclosure  Sale  Proceeds.   The  proceeds  of  any
Foreclosure Sale shall be applied in the following manner:

         (a) First, to pay the portion of the Secured  Obligations  attributable
     to the  expenses of sale,  costs of any action and any other sums for which
     Trustor is obligated to reimburse  Beneficiary hereunder or under the other
     Loan Documents;

         (b) Second, to pay the portion of the Secured Obligations  attributable
     to any sums  expended or advanced  by  Beneficiary  under the terms of this
     Deed of Trust which then remain unpaid;

         (c)  Third,  to pay all  other  Secured  Obligations  in any  order and
     proportions as Beneficiary in its sole discretion may choose; and

         (d) Fourth,  to remit the  remainder,  if any, to the person or persons
     entitled to it.

     5.4  Application of Rents and Other Sums.  Beneficiary  shall apply any and
all Rents collected by it in the manner provided in the Assignment of Leases and
Rents of even date herewith executed by Trustor in favor of Beneficiary. Any and
all sums other than Rents collected by Beneficiary or a receiver and proceeds of


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<PAGE>

a Foreclosure  Sale which  Beneficiary  may receive or collect under Section 5.2
shall be applied in the following manner:

         (a) First, to pay the portion of the Secured  Obligations  attributable
     to the costs and expenses of operation and collection  that may be incurred
     by Beneficiary or any receiver;

         (b)  Second,  to pay all  other  Secured  Obligations  in any order and
     proportions as Beneficiary in its sole discretion may choose; and

         (c) Third,  to remit the  remainder,  if any,  to the person or persons
     entitled to it.

Beneficiary  shall have no  liability  for any funds which it does not  actually
receive.

     5.5  Additional  Remedies  Under Power of Sale. To the extent  permitted by
applicable  law,  Trustee may adjourn from time to time any trustee's sale by it
to be made under or by virtue of this Deed of Trust by  announcement at the time
and place  appointed  for such sale or for such  adjourned  sale or sales;  and,
except  as  otherwise  provided  by law,  Trustee,  without  further  notice  or
publication, may make such sale at the time and place to which the same shall be
so adjourned.

         (a) Upon the  completion  of any sale or sales made by Trustee under or
     by  virtue  of this  Deed of Trust,  Trustee,  or an  officer  of any court
     empowered  to do  so,  shall  execute  and  deliver  to  the  purchaser  or
     purchasers  a good  and  sufficient  instrument,  or  good  and  sufficient
     instruments, conveying, assigning and transferring all estate, right, title
     and  interest in and to the  property  and rights  sold.  Trustee is hereby
     irrevocably  appointed the true and lawful attorney of Trustor, in its name
     and stead, to make all necessary  conveyances,  assignments,  transfers and
     deliveries of the Property and rights so sold, and for that purpose Trustee
     may  execute  all  necessary  instruments  of  conveyance,  assignment  and
     transfer,  and may substitute one or more persons with like power,  Trustor
     hereby  ratifying  and  confirming  all that Trustee or such  substitute or
     substitutes shall lawfully do by virtue hereof. Any such sale or sales made
     under or by virtue of this Deed of Trust,  whether  made under the power of
     sale herein  granted or under or by virtue of judicial  proceedings or of a
     judgment or decree of foreclosure and sale, shall operate to divest all the
     estate, right, title, interest, claim and demand whatsoever, whether at law
     or in equity,  of Trustor in and to the  properties and rights so sold, and
     shall be a  perpetual  bar both at law and in equity  against  Trustor  and
     against  any all persons  claiming  or who may claim the same,  or any part
     thereof from, through or under Trustor.

         (b) In any  action by  Beneficiary  to  recover a  deficiency  judgment
     following a foreclosure or trustee's  sale, and to the extent  permitted by
     applicable  law,  the  successful  bid  amount at that sale shall be deemed
     conclusively to be the fair market value of the Property sold at that sale,
     which  value  shall  be  binding  against  Trustor  in any  proceedings  to
     determine  or  establish  the  fair  market  value of that  portion  of the
     Property.  To the extent permitted by applicable law, the successful bid at
     any foreclosure or trustee's sale shall be the preferred  alternative means
     of determining and establishing the fair market value of the portion of the
     Property  sold at the sale.  To the extent  permitted  by  applicable  law,
     Trustor  hereby  waives  any  right to have the  fair  market  value of the
     Property  determined by a judge or jury in any action  seeking a deficiency
     judgment,  including without limitation, a hearing to determine fair market


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<PAGE>

     value pursuant to A.R.S. Sections 12-1566, 33-814, 33-725, or 33-727.

6.  RELEASE OF LIEN.  If Trustor  shall fully pay and perform all of the Secured
Obligations and comply with all of the other terms and provisions hereof and the
other  Loan  Documents  to be  performed  and  complied  with by  Trustor,  then
Beneficiary  shall  release  this Deed of Trust and the lien  thereof  by proper
instrument  upon  payment,  performance  and  discharge  of all  of the  Secured
Obligations  and  payment by Trustor of any filing fee in  connection  with such
release.

7.       MISCELLANEOUS PROVISIONS.

     7.1 Additional Provisions.  The Loan Documents fully state all of the terms
and conditions of the parties'  agreement  regarding the matters mentioned in or
incidental to this Deed of Trust.  The Loan  Documents also grant further rights
to  Beneficiary  and contain  further  agreements and  affirmative  and negative
covenants by Trustor which apply to this Deed of Trust and the Property.

     7.2 Giving of Notice. Any notice,  demand,  request or other  communication
which any party hereto may be required or may desire to give hereunder  shall be
given as provided in Section 9.3 of the Loan Agreement.

     7.3 Remedies Not  Exclusive.  No action for the  enforcement of the lien or
any provision hereof shall be subject to any defense which would not be good and
available  to the  party  interposing  same in an  action  at law upon the Note.
Beneficiary  shall be entitled to enforce  payment and performance of any of the
Secured  Obligations  and to exercise  all rights and powers  under this Deed of
Trust or other agreement or any laws now or hereafter in force,  notwithstanding
some  or all of the  Secured  Obligations  may  now or  hereafter  be  otherwise
secured,  whether  by deed of trust,  pledge,  lien,  assignment  or  otherwise.
Neither the  acceptance  of this Deed of Trust nor its  enforcement,  whether by
court action or other powers herein contained,  shall prejudice or in any manner
affect  Beneficiary's right to realize upon or enforce any other security now or
hereafter  held by  Beneficiary,  it  being  agreed  that  Beneficiary  shall be
entitled  to enforce  this Deed of Trust and any other  remedy  herein or by law
provided or permitted,  but each shall be cumulative and shall be in addition to
every other  remedy given  hereunder  or now or hereafter  existing at law or in
equity or by statute. No waiver of any default of the Trustor hereunder shall be
implied from any omission by  Beneficiary  to take any action on account of such
default if such  default  persists or is repeated,  and no express  waiver shall
affect any default  other than the default  specified in the express  waiver and
that only for the time and to the extent  therein  stated.  No acceptance of any
payment  of any one or more  delinquent  installments  which  does  not  include
interest at the Default  Rate from the date of  delinquency,  together  with any
required late charge,  shall  constitute a waiver of the right of Beneficiary at
any time  thereafter  to demand and collect  payment of interest at such Default
Rate or of late charges, if any.

     7.4 Waiver of Statutory  Rights.  To the extent  permitted by law,  Trustor
hereby  agrees  that it shall not and will not apply for or avail  itself of any
appraisement,  valuation,  stay,  extension or exemption  laws, or any so-called
"Moratorium  Laws," now  existing or hereafter  enacted,  in order to prevent or
hinder the  enforcement or foreclosure of this Deed of Trust,  but hereby waives
the benefit of such laws.  Trustor  for itself and all who may claim  through or


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<PAGE>

under it waives any and all right to have the  property  and estates  comprising
the Property  marshaled upon any  foreclosure of the lien hereof and agrees that
any court having jurisdiction to foreclose such lien may order the Property sold
as an entirety. Trustor hereby waives any and all rights of redemption from sale
under the power of sale  contained  herein or any order or decree of foreclosure
of this Deed of Trust on its  behalf  and on  behalf  of each and every  person,
except  decree or judgment  creditors of Trustor,  acquiring  any interest in or
title to the Property subsequent to the date of this Deed of Trust.

     7.5  Estoppel  Affidavits.  Trustor,  within  five (5) days  after  written
request from Beneficiary,  shall furnish a written statement, duly acknowledged,
setting forth the unpaid principal of, and interest on, the Secured  Obligations
and stating  whether or not any offset or defense  exists  against  such Secured
Obligations,  and covering  such other  matters as  Beneficiary  may  reasonably
require.

     7.6 Merger.  No merger shall occur as a result of  Beneficiary's  acquiring
any  other  estate  in or any  other  lien on the  Property  unless  Beneficiary
consents to a merger in writing.

     7.7  Binding  on  Successors  and  Assigns.  This  Deed  of  Trust  and all
provisions  hereof shall be binding upon Trustor and all persons  claiming under
or  through  Trustor,  and shall  inure to the  benefit of  Beneficiary  and its
successors and assigns.

     7.8 Captions.  The captions and headings of various paragraphs of this Deed
of Trust are for  convenience  only and are not to be  construed  as defining or
limiting, in any way, the scope or intent of the provisions hereof.

     7.9  Severability.  If all or any portion of any  provision of this Deed of
Trust shall be held to be invalid, illegal or unenforceable in any respect, then
such  invalidity,  illegality  or  unenforceability  shall not  affect any other
provision  hereof or thereof,  and such provision shall be limited and construed
as if such invalid,  illegal or  unenforceable  provision or portion thereof was
not contained herein.

     7.10 Effect of  Extensions  of Time and  Amendments.  If the payment of the
Secured  Obligations or any part thereof be extended or varied or if any part of
the  security  be  released,  all persons  now or at any time  hereafter  liable
therefor,  or  interested  in the  Property,  shall  be held to  assent  to such
extension,  variation  or  release,  and  their  liability  and the lien and all
provisions  hereof shall continue in full force, the right of recourse,  if any,
against   all  such   persons   being   expressly   reserved   by   Beneficiary,
notwithstanding  such extension,  variation or release.  Nothing in this Section
7.10 shall be construed as waiving any provision contained herein or in the Loan
Documents which provides,  among other things, that it shall constitute an Event
of Default if the Property be sold, conveyed, or encumbered.

     7.11  Beneficiary's  Lien for Service  Charge and  Expenses.  At all times,
regardless  of  whether  any  proceeds  of the loan  secured  hereby  have  been
disbursed,  this Deed of Trust  secures  (in  addition  to the  amounts  secured
hereby)  the payment of any and all  commissions,  service  charges,  liquidated
damages,  expenses and advances due to or incurred by  Beneficiary in connection
with such  loan;  provided,  however,  that in no event  shall the total  amount
secured hereby exceed two hundred percent (200%) of the face amount of the Note.

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<PAGE>

     7.12  Applicable Law. This Deed of Trust shall be governed by and construed
under the internal laws of the State of Arizona.

     7.13  Limitation of Liability.  The  provisions of Section 9.18 of the Loan
Agreement are hereby incorporated by reference.

     7.14 Due on Sale Clause. As more fully set forth in Section 6.2 of the Loan
Agreement, the assignment, sale, conveyance,  pledge, transfer or encumbrance of
the  Property,  or any  interest  therein,  or the  transfer  of an  interest in
Trustor, except for the permitted transfers set forth in Section 6.3 of the Loan
Agreement,  without prior written  consent of Beneficiary,  shall  constitute an
Event of Default.

     7.15 Time is of the  Essence.  Time is of the essence  with respect to each
and every  covenant,  agreement  and  obligation  of Trustor  under this Deed of
Trust, the Note and the other Loan Documents.

     7.16 Recordation. Trustor forthwith upon the execution and delivery of this
Deed of Trust,  and thereafter from time to time, will cause this Deed of Trust,
and any security  instrument  creating a lien or evidencing the lien hereof upon
the Property,  or any portion thereof, and each instrument of further assurance,
to be filed,  registered or recorded in such manner and in such places as may be
required by any present or future law in order to publish notice of and fully to
protect the lien hereof upon, and the interest of Beneficiary in, the Property.

         Trustor will pay all filing,  registration or recording fees and taxes,
and all expenses  incident to the preparation,  execution and  acknowledgment of
this  Deed of  Trust,  any  deed of  trust  supplemental  hereto,  any  security
instrument with respect to the Property and any instrument of further assurance,
and all federal,  state, county and municipal stamp taxes, duties,  impositions,
assessments  and charges  arising out of or in connection with the execution and
delivery of the Note, this Deed of Trust, any Deed of Trust supplemental hereto,
any security  instrument,  any other Loan Documents or any instrument of further
assurance.

     7.17  Modifications.  This Deed of Trust may not be changed  or  terminated
except in writing  signed by both parties.  The provisions of this Deed of Trust
shall  extend  and  be  applicable  to  all  renewals,  amendments,  extensions,
consolidations,  and modifications of the other Loan Documents,  and any and all
references  herein to the Loan  Documents  shall be deemed to  include  any such
renewals, amendments, extensions, consolidations or modifications thereof.

     7.18 Independence of Security.  Trustor shall not by act or omission permit
any  building or other  improvement  on any  premises not subject to the lien of
this Deed of Trust to rely on the  Property or any part  thereof or any interest
therein to fulfill any municipal or governmental requirement, and Trustor hereby
assigns to Beneficiary any and all rights to give consent for all or any portion
of the  Property to rely on any premises not subject to the lien of this Deed of
Trust  or  any  interest  therein  to  fulfill  any  municipal  or  governmental
requirement.  Trustor  shall not by act or omission  impair the integrity of the
Property  as a single  zoning  lot,  and as one or more  complete  tax  parcels,
separate and apart from all other premises. Any act or omission by Trustor which
would result in a violation of any of the  provisions of this Section 7.18 shall
be void.

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<PAGE>

     7.19  Concerning  the Trustee.  Trustee  shall be under no duty to take any
action hereunder except as expressly required hereunder or by law, or to perform
any act which would impose upon Trustee any expense or liability, or require the
Trustee  to  institute  or defend any suit in respect  hereof,  unless  properly
indemnified to Trustee's reasonable satisfaction. Trustee, by acceptance of this
Deed of Trust, covenants to perform and fulfill the trusts herein created, being
liable,  however,  only for gross negligence or willful  misconduct,  and hereby
waives any statutory fee and agrees to accept  reasonable  compensation  in lieu
thereof for any services  rendered by Trustee  hereunder.  Trustee may resign at
any time upon giving  thirty (30) days' notice to  Beneficiary.  In the event of
the death,  removal,  resignation,  or refusal or inability to act of Trustee or
any duly appointed  successor  Trustee,  or in Beneficiary's sole discretion for
any reason  whatsoever,  Beneficiary,  without notice and without specifying any
reason  therefor  and without  applying  to any court,  may select and appoint a
successor  trustee  by an  instrument  recorded  wherever  this Deed of Trust is
recorded and all powers, rights, duties and authority of Trustee hereunder shall
thereupon become vested in such successor.  Such successor  trustee shall not be
required  to give bond for the  faithful  performance  of the  duties of Trustee
hereunder  unless  required by Beneficiary.  The procedure  provided for in this
Deed of Trust for the  appointment  of a successor  for the Trustee  shall be in
addition  to  and  not  in  exclusion  of  any  other  provisions  for  such  an
appointment, by law or otherwise.

8. Trustee's Costs.  Trustor shall pay all costs,  fees and expenses incurred by
Trustee  and  Trustee's   agents  and  counsel  in  connection   with  Trustee's
performance of its duties hereunder and all such costs,  fees and expenses shall
be secured by this Deed of Trust.

         IN WITNESS  WHEREOF,  Trustor has executed this Deed of Trust as of the
date first written above.

                                    TRUSTOR

                                    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


                                       14
<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 J. Owen
                                  ----------------------------------------------
                                  Notary Public in and for said County and State
My Commission Expires:

         7/2/2001






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