ACQUISITION AGREEMENT

                  ACQUISITION  AGREEMENT,  dated effective as of January 1, 2000
(the  "Agreement"),  by and among CAX  Riverside,  L.L.C.,  a  Delaware  limited
liability  company  ("Purchaser"),  CADC  Holdings,  L.L.C.,  a Georgia  limited
liability company ("CADC LLC"), Riverside Golf Course Investors, Inc., a Florida
corporation  ("Riverside") and Community Acquisition and Development Corporation
("CADC" and, together with CADC LLC and Riverside, the "Sellers").

                  WHEREAS,   CADC  LLC  owns  98%  of  the  outstanding  limited
liability   company   interests  (the  "Interests")  in  Riverside  Golf  Course
Community,  L.L.C.,  a  Delaware  limited  liability  company  ("the  LLC")  and
Riverside and CADC each owns 1% of the outstanding Interests in the LLC; and

                  WHEREAS,  the Sellers  desire to sell all of their  Interests,
and Purchaser  desires to purchase all of the Sellers'  Interests upon the terms
and subject to the conditions set forth in this Agreement.

                  NOW,  THEREFORE,  in  consideration  of  the  representations,
warranties,  covenants and agreements set forth in this Agreement, and for other
good and valuable consideration,  the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound hereby, agree as
follows:

                                    ARTICLE I

                           PURCHASE AND SALE; CLOSING

                  I.1 Purchase and Sale.  The Sellers agree to sell to Purchaser
and Purchaser agrees to purchase,  all of the Sellers'  Interests at the Closing
(as herein  defined) upon the terms and subject to the  conditions  set forth in
this Agreement.

                  I.2  Consideration.  The  consideration for the Interests (the
"Consideration")  shall  be ONE  DOLLAR  AND  NO  CENTS  ($1.00)  in  cash.  The
Consideration  shall be payable by  Purchaser at the Closing in (i) cash or (ii)
such other form as the Sellers and Purchaser may agree to before Closing.

                  I.3 Closing.  The closing of the transactions  contemplated by
this  Agreement  (the  "Closing")  shall  take  place as of January 1, 2000 (the
"Closing  Date") at 10:00 a.m. Denver time, or on such other date as the parties
hereto agree.


<PAGE>


                  I.4  Deliveries  by the  Sellers  at the  Closing.  (a) At the
Closing,  the Sellers  shall  deliver to  Purchaser an executed  Assignment  and
Assumption of Limited Liability Company Interest  Agreement in substantially the
same form as  Exhibit A hereto.  (b) At the  Closing,  the  Sellers  shall  also
deliver to the  Purchaser  certificates  executed  by  officers  of the  Sellers
authorized to so certify on behalf of the Sellers, to the effect that all of the
representations and warranties of the Sellers contained herein at Article II are
true and correct as of the Closing Date.

                  I.5  Deliveries  by  the  Purchasers  at the  Closing.  At the
Closing, the Purchaser shall deliver to the Sellers a certificate executed by an
officer of the Purchaser authorized to so certify on behalf of the Purchaser, to
the effect  that all of the  representations  and  warranties  of the  Purchaser
contained herein at Article III are true and correct as of the Closing Date.

                                   ARTICLE II

                  REPRESENTATIONS AND WARRANTIES OF THE SELLERS

                  Each of the Sellers  represents  and warrants to the Purchaser
that as of the date hereof:

                  II.1  Authority.  Such  Seller  has the  right,  power,  legal
capacity  and  authority  to enter into and perform its  obligations  under this
Agreement.  This  Agreement has been duly and validly  executed and delivered by
such Seller and, assuming the due  authorization,  execution and delivery hereof
by the  Purchaser,  constitutes  a valid and binding  obligation of such Seller,
enforceable   against  it  in  accordance   with  its  terms,   except  as  such
enforceability  may  be  subject  to  the  effects  of  bankruptcy,  insolvency,
reorganization,  moratorium  and other similar laws relating to or affecting the
rights of creditors and of general principles of equity.

                  II.2 No Conflict;  Consents and  Approvals.  The execution and
delivery by such Seller of this Agreement does not, and the  consummation of the
transactions  contemplated hereby and compliance with the terms hereof will not,
(i)  conflict  with,  or  result  in  any  violation  of  any  provision  of the
organizational documents of such Seller, (ii) violate or conflict with or result
in a  breach  or  termination  of  or  default  under,  any  material  agreement
(including  the limited  liability  company  agreement of the LLC),  instrument,
license,  judgment,  order, write, injunction,  decree, statute, law, ordinance,
rule or regulation  applicable to the Seller or any of the property or assets of
such Seller or (iii) result in a default (or an event which with notice or lapse
of time or both would  become a default) or give to any third party any right of
termination,  cancellation,  amendment or  acceleration  under, or result in the
creation or imposition of any Lien on any material  asset of such Seller such as


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<PAGE>

would reasonably be expected to materially impair the validity or enforceability
of this  Agreement  or the  ability of such  Seller to  perform in any  material
respect,  its  obligations  under  this  Agreement.  No  consent,   approval  or
authorization  of,  or  declaration,  filing  or  registration  with any  court,
administrative   agency  or  commission  or  other  governmental  or  regulatory
authority or any other person or entity is required to be made or obtained by or
with  respect to such Seller in  connection  with the  execution,  delivery  and
performance  of  this  Agreement  or  the   consummation  of  the   transactions
contemplated hereby.

                  II.3 Ownership.  Such Seller is the owner, beneficially and of
record,  of the Interests as set forth in the recitals  hereto free and clear of
all Liens. As used in this Agreement,  "Lien" means any mortgage,  pledge, lien,
encumbrance, charge, adverse claim or restriction of any kind affecting title or
resulting in an  encumbrance  against  property,  real or personal,  tangible or
intangible,  or a security  interest of any kind (including any conditional sale
or other title retention  agreement,  any lease in the nature thereof, any third
party option or other  agreement to sell and any filing of or agreement to give,
any  financing  statement  under  the  Uniform  Commercial  Code (or  equivalent
statute) of any jurisdiction).

                                   ARTICLE III

                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

                  The Purchaser  represents  and warrants to the Sellers that as
of the date hereof:

                  III.1 Authority.  It has the right,  power, legal capacity and
authority to enter into and perform its obligations  under this  Agreement.  The
execution,  delivery and performance of this Agreement by the Purchaser, and the
payment by the Purchaser of the  Consideration  has been duly  authorized by the
Purchaser and no further action is necessary on the part of the Purchaser.  This
Agreement has been duly and validly executed and delivered by the Purchaser and,
assuming the due execution and delivery by the Sellers,  constitutes a valid and
binding obligation of the Purchaser,  enforceable  against it in accordance with
its terms.

                  III.2 No Conflict;  Consents and Approvals.  The execution and
delivery by the Purchaser of this  Agreement does not, and the  consummation  of
the transactions  contemplated  hereby and compliance with the terms hereof will
not,  (i) conflict  with,  or result in any  violation  of any  provision of the
Certificate of Limited  Liability Company or Limited Liability Company Agreement
of the  Purchaser,  (ii)  violate  or  conflict  with or  result  in a breach or
termination of or default under, any material  agreement,  instrument,  license,
judgment,  order, writ,  injunction,  decree,  statute, law, ordinance,  rule or


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<PAGE>

regulation  applicable  to the Purchaser or any of the property or assets of the
Purchaser  or (iii)  result in a default (or an event which with notice or lapse
of time or both would  become a default) or give to any third party any right of
termination,  cancellation,  amendment or  acceleration  under, or result in the
creation or imposition of any Lien on any material  asset of the Purchaser  such
as  would   reasonably  be  expected  to  materially   impair  the  validity  or
enforceability  of this  Agreement or the ability of the Purchaser to perform in
any material respect, its obligations under this Agreement. No consent, approval
or  authorization  of, or declaration,  filing or  registration  with any court,
administrative   agency  or  commission  or  other  governmental  or  regulatory
authority or any other person or entity is required to be made or obtained by or
with respect to the Purchaser in  connection  with the  execution,  delivery and
performance  of  this  Agreement  or  the   consummation  of  the   transactions
contemplated hereby.

                  III.3 Diligence Review. Without limiting the Purchaser's right
to rely on the  representations  and warranties  contained in Article II hereof,
the  Purchaser  acknowledges  that it has had the  opportunity  to  review  such
financial and other data as it has requested of the Sellers, and that it has had
the  opportunity  to  conduct  such due  diligence  investigations  as it deemed
appropriate.

                                   ARTICLE IV

                                    COVENANTS

                  IV.1  Conduct of  Business.  From the date hereof  through the
Closing, except as expressly permitted or contemplated by this Agreement, unless
the Purchaser shall otherwise agree in writing prior to the taking of any action
prohibited by the terms of this Section, the Sellers shall cause each of the LLC
to conduct its  operations  and  business in the  ordinary  and usual  course of
business and consistent with past practice.  Without  limiting the generality of
the foregoing,  and except as otherwise  expressly  permitted by this Agreement,
prior to the Closing,  without the prior written  consent of the Purchaser,  the
Sellers  shall not permit the LLC to: (a)  issue,  sell,  pledge or dispose  of,
grant or otherwise create or agree to issue,  sell,  pledge or dispose of, grant
or otherwise create any equity interest,  any debt or any securities convertible
into or exchangeable for any equity interest; (b) purchase,  redeem or otherwise
acquire or retire, or offer to purchase,  redeem or otherwise acquire or retire,
any equity  interest  (including any options with respect to any equity interest
and any security  convertible or  exchangeable  into any equity  interest);  (c)
declare, set aside, make any distribution,  payable in cash, stock,  property or
otherwise,   with  respect  to  any  of  its  equity  interests,  or  subdivide,
reclassify,   recapitalize,  split,  combine  or  exchange  any  of  its  equity
interests;  (d)  incur  or  become  contingently  liable  with  respect  to  any
indebtedness or guarantee any such  indebtedness or issue any debt securities or
incur any other obligation or liability outside the ordinary course of business;
(e)  acquire  or agree to  acquire  by  merging  or  consolidating  with,  or by
purchasing a  substantial  equity  interest in or a  substantial  portion of the


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<PAGE>

assets of, or by any other manner, any business or any corporation, partnership,
association  or other  business  entity;  (f) mortgage or otherwise  encumber or
subject to any lien of its properties or assets;  (g) other than with respect to
tenant leases in the ordinary course of business  consistent with past practice,
sell,  transfer or assign any of its assets or  properties;  (h) other than with
respect to tenant leases in the ordinary course of business consistent with past
practice,  enter into any contract not terminable within 30 days; (i) other than
with respect to tenant leases in the ordinary course of business consistent with
past  practice,  pay or settle any claim or liability,  or enter into,  amend or
terminate any transaction,  contract, commitment or arrangement to which the LLC
is a party.

                  IV.2 Further  Assurances.  Each party hereto agrees to use its
best  efforts to obtain all consents  and  approvals  and to do all other things
necessary  for  the  consummation  of  the  transactions  contemplated  by  this
Agreement.  The parties agree to take such further action to deliver or cause to
be delivered to each other at the Closing and at such other times  thereafter as
shall be reasonably  agreed by such additional  agreements or instruments as any
of them may  reasonably  request for the purpose of carrying out this  Agreement
and the transactions contemplated hereby.

                                    ARTICLE V

                                   CONDITIONS

                  V.1  Conditions  to  Each  Party's   Obligations   Under  this
Agreement.  The respective  obligations of each party under this Agreement shall
be subject to the fulfillment at or prior to the Closing Date of the following:

                           (a) Injunctions. At the Closing Date, (i) there shall
be no  injunction,  restraining  order,  decision or decree of any nature of any
United  States or  foreign  court or  governmental  entity or body of  competent
jurisdiction  that is in effect that restrains or prohibits the  consummation of
the  transactions   contemplated  hereby  and  (ii)  there  shall  be  no  suit,
proceeding,  or  governmental  investigation  threatened  or pending  before any
United States or foreign  governmental entity or body of competent  jurisdiction
which  seeks to  restrain  or  prohibit  the  consummation  of the  transactions
contemplated  hereby in whole or material  part,  or to obtain  damages or other
relief in connection with the transactions contemplated hereby.

                           (b) Regulatory  Approvals.  All necessary  approvals,
authorizations and consents of all governmental  entities required to consummate
the  transactions  contemplated  by this Agreement  shall have been obtained and
shall remain in full force and effect and all waiting  periods  relating to such
approvals, authorizations or consents shall have expired.

                                       5
<PAGE>

                  V.2  Conditions  to   Obligations   of  the   Purchaser.   The
obligations of the Purchaser are subject to the  satisfaction at or prior to the
Closing of the following conditions:

                           (a) All  proceedings  to be taken by the  Sellers  in
connection  with  the  transactions  contemplated  by  this  Agreement  and  all
documents, instruments and certificates to be delivered by the LLC in connection
with  the  transactions  contemplated  by this  Agreement  shall  be  reasonably
satisfactory in form and substance to each of the Purchaser and its counsel.

                           (b) All representations and warranties of the Sellers
contained  herein at Article II shall be true and  correct at the  Closing as if
made as of the Closing Date.

                           (c) There  shall not have  occurred as of the Closing
Date any  material  adverse  condition  with respect the  business,  properties,
financial condition or prospects of the LLC.

                           (d) There  shall  not be in effect as of the  Closing
Date any  writ,  judgment,  injunction,  decree  or  similar  order of any court
restraining,  or enjoining or otherwise  preventing  consummation  of any of the
transactions contemplated by this Agreement.

                  V.3 Conditions to Obligations of the Seller.  The  obligations
of the Sellers are subject to the satisfaction at or prior to the Closing of the
following conditions:

                           (a) All  proceedings  to be taken by the Purchaser in
connection  with  the  transactions  contemplated  by  this  Agreement  and  all
documents, instruments and certificates to be delivered by the LLC in connection
with  the  transactions  contemplated  by this  Agreement  shall  be  reasonably
satisfactory in form and substance to the Sellers and their counsel.

                           (b)  All   representations   and  warranties  of  the
Purchaser contained herein at Article III are true and correct at the Closing as
if made as of the Closing Date.

                           (c) There  shall  not be in effect as of the  Closing
Date any  writ,  judgment,  injunction,  decree  or  similar  order of any court
restraining,  or enjoining or otherwise  preventing  consummation  of any of the
transactions contemplated by this Agreement.



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<PAGE>


                                   ARTICLE VI

                                  MISCELLANEOUS

                  VI.1 Survival. The representations,  warranties, covenants and
agreements  made by the Sellers and the Purchaser in this  Agreement,  or in any
certificate  delivered by the Sellers or the  Purchaser  will survive  until the
first anniversary of the Closing Date.

                  VI.2 Notices.  All notices and other communications under this
Agreement  must be in  writing  and will be deemed  to have  been duly  given if
delivered,  telecopied or mailed, by certified mail,  return receipt  requested,
first-class postage prepaid, to the parties at the following address:

         If to the Sellers, to:

                  c/o Community Acquisition and Development Corporation
                  2 Ponds Edge Drive
                  P.O. Box 500
                  Chadds Ford, Pennsylvania 19317
                  Attention:  President
                  Telephone: (610) 388-9600
                  Fax: (610) 388-9616

         If to the Purchaser, to:

                  c/o Commercial Assets, Inc.
                  3410 South Galena Street, Suite 210
                  Denver, Colorado 80231
                  Attention:  David Becker
                  Telephone:  (303) 614-9422
                  Fax:  (303) 614-9401

         with a copy to:

                  Skadden, Arps, Slate, Meagher & Flom LLP
                  300 South Grand Avenue, Suite 3400
                  Los Angeles, California 90071
                  Attention:  Michael V. Gisser
                  Telephone:  (213) 687-5000
                  Fax:  (213) 687-5600



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<PAGE>


                  VI.3 Separability. If any provision of this Agreement shall be
declared to be invalid or unenforceable, in whole or in part, such invalidity or
unenforceability  shall not affect the remaining  provisions  hereof which shall
remain in full force and effect.

                  VI.4  Assignment.  This  Agreement  shall be binding  upon and
inure to the benefit of the parties  hereto and their  respective  heirs,  legal
representatives, successors and assigns.

                  VI.5 Interpretation.  The headings contained in this Agreement
are for  reference  purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

                  VI.6  Counterparts. This  Agreement  may be executed in one or
more counterparts,  all of which shall be considered one and the same Agreement,
and shall become effective when one or more such  counterparts  have been signed
by each of the parties and delivered to each party.

                  VI.7 Entire  Agreement.  This Agreement  represents the entire
Agreement  of the parties with  respect to the subject  matter  hereof and shall
supersede any and all previous contracts, arrangements or understandings between
the parties hereto with respect to the subject matter hereof.

                  VI.8  Governing  Law.  This  Agreement   shall  be  construed,
interpreted,  and governed in accordance with the laws of the State of Delaware,
without reference to rules relating to conflicts of law.

                  VI.9 No Third Party  Beneficiaries.  No person or entity other
than the parties  hereto is an intended  beneficiary  of this  Agreement  or any
portion hereof.


                            [Signature page follows]


                                       8
<PAGE>


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


                                           COMMUNITY ACQUISITION AND DEVELOPMENT
                                           CORPORATION, a Delaware corporation

                                           By:      /s/Joseph W. Gaynor
                                               ----------------------------
                                                Joseph W. Gaynor
                                                President


                                           CADC HOLDING, L.L.C., a Georgia
                                           limited liability company

                                           By:      /s/Joseph W. Gaynor
                                               ----------------------------
                                                Joseph W. Gaynor
                                                Managing Member


                                           RIVERSIDE GOLF COURSE INVESTORS,
                                           INC., a  Florida corporation


                                           By:      /s/Joseph W. Gaynor
                                               ----------------------------
                                                Joseph W. Gaynor
                                                President


                                           CAX RIVERSIDE, L.L.C., a Delaware
                                           limited liability company

                                           By:   Commercial Assets, Inc., a
                                                 Delaware corporation,
                                                 Its Managing Member


                                                By:  /s/David M. Becker, 1/19/00
                                                    ----------------------------
                                                    David M. Becker
                                                    Chief Financial Officer


                                       9
<PAGE>





                            ASSIGNMENT AND ASSUMPTION
                      OF LIMITED LIABILITY COMPANY INTEREST

                  ASSIGNMENT  AND  ASSUMPTION  OF  LIMITED   LIABILITY   COMPANY
INTEREST,  dated  as of  January  1,  2000  (this  "Assignment"),  by and  among
Community  Acquisition  and  Development  Corporation,  a  Delaware  corporation
("CADC"),   Riverside  Golf  Course  Investors,   Inc.,  a  Florida  corporation
("Riverside"),  CADC Holdings,  L.L.C.,  a Delaware  limited  liability  company
("CADC Holdings" and, together with CADC and Riverside,  the  "Assignors"),  and
CAX Riverside,  L.L.C., a Delaware limited  liability  company (the "Assignee").
Capitalized  terms used but not otherwise defined herein shall have the meanings
ascribed thereto in the Acquisition Agreement,  dated as of January 1, 2000 (the
"Acquisition Agreement"), by and among the Assignee and the Assignors.

                  WHEREAS, the Assignors hold interests (the "LLC Interests") in
Riverside Golf Course  Community,  L.L.C., a Delaware limited  liability company
(the "LLC"); and

                  WHEREAS,  pursuant to the Acquisition Agreement, the Assignors
have  agreed to  transfer,  and the  Assignee  has  agreed  to  accept  from the
Assignors, the Assignors' LLC Interests in exchange for $1 (the "Consideration")
in cash, as provided therein.

                  NOW,  THEREFORE,  in  consideration  of the  foregoing and the
covenants  of the  parties  set forth  herein  and for other  good and  valuable
consideration,  the receipt and  sufficiency  of which are hereby  acknowledged,
subject to the terms and conditions  set forth herein,  the parties hereby agree
as follows:

         1.  In   consideration   of  the  transfer  to  the  Assignors  of  the
Consideration  pursuant  to  the  Acquisition  Agreement,  the  Assignor  hereby
unconditionally and irrevocably transfer, assign, contribute and set over to the
Assignee all of the  Assignors'  rights,  title and  interests in and to the LLC
Interests, including, without limitation, (i) all of the Assignors' interests in
the  capital  of the  LLC,  and the  Assignors'  interests  in all  profits  and
distributions  of any kind to which the Assignors  shall at any time be entitled
in respect of the LLC  Interests;  (ii) all other  payments,  if any,  due or to
become due to the  Assignors in respect of the LLC  Interests,  under or arising
out  of  the  limited  liability  company  agreement  of  the  LLC,  whether  as
contractual  obligations,  damages,  insurance proceeds,  condemnation awards or
otherwise;  and (iii) all present and future  claims,  if any, of the  Assignors
against  the LLC or its members or former  managers  under or arising out of the
limited liability  company  agreement of the LLC (or the operating  agreement or
regulations of any  predecessors of the LLC) for monies loaned or advanced,  for
services rendered or otherwise.



                                       10
<PAGE>


         2. Assignee  hereby  accepts the LLC Interests and agrees to assume the
Assignors'  obligations  under the liability  company  agreement of the LLC with
respect to the LLC Interests from and after the date hereof.

         3. This Assignment shall take effect as of the Closing. This Assignment
shall inure to the benefit of and be binding upon the Assignors and the Assignee
and their respective successors and assigns.

         4. This  Assignment  shall be construed and enforced in accordance with
the laws of the State of Delaware,  without regard to its principles of conflict
of laws.

         This  Assignment may be executed in two or more  counterparts,  each of
which  shall  be  deemed  to be an  original,  but all of which  shall  together
constitute one and the same instrument.


         IN WITNESS WHEREOF, the parties hereto have executed this Assignment as
of the day and year first written above.


                                       ASSIGNORS:

                                       COMMUNITY ACQUISITION AND DEVELOPMENT
                                       CORPORATION, a Delaware corporation



                                       By:      /s/Joseph W. Gaynor
                                          ----------------------------
                                           Joseph W. Gaynor
                                           President


                                       CADC HOLDING, L.L.C.,  a Georgia
                                       limited liability company


                                       By:      /s/Joseph W. Gaynor
                                          ----------------------------
                                           Joseph W. Gaynor
                                           Its Managing Member





                                       11
<PAGE>



                                       RIVERSIDE GOLF COURSE INVESTORS, INC.,
                                       a Florida corporation


                                       By:      /s/Joseph W. Gaynor
                                           ----------------------------
                                            Joseph W. Gaynor
                                            Its President


                                       ASSIGNEE:

                                       CAX RIVERSIDE, L.L.C.,
                                       a Delaware limited liability company

                                       By: Commercial Assets, Inc., a Delaware
                                           Its Managing Member


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



                                       12