SCHEDULE OF OMITTED
                                 LOAN AGREEMENT


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

              Company                                              Amount
-------------------------------------                      ---------------------

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





<PAGE>






                                                       PPM  Loan No.: 99-0087-AZ


                                 LOAN AGREEMENT


                                 by and between


               JACKSON NATIONAL LIFE INSURANCE COMPANY, as Lender


                                       and


                     CAX RANCHO MIRAGE, L.L.C., as Borrower























                          Date: As of January 19, 2000




<PAGE>




                                 LOAN AGREEMENT


         This Loan  Agreement is made as of this 19th day of January,  2000,  by
and between CAX RANCHO MIRAGE,  L.L.C.,  a Delaware  limited  liability  company
("Borrower"),   and  JACKSON  NATIONAL  LIFE  INSURANCE   COMPANY,   a  Michigan
corporation ("Lender").

                                    RECITALS

         A.  Borrower  is a Delaware  limited  liability  company  which has its
principal  place of business at 3410 South  Galena  Street,  Suite 210,  Denver,
Colorado  80231.  Its sole  member and manager is  Commercial  Assets,  Inc.,  a
Delaware  corporation.  Borrower is the owner of certain real  estate,  known as
Rancho Mirage Adult Mobile Home Park, located at 2400 East Baseline Road, Apache
Junction,  Pinal County,  Arizona,  consisting of  approximately  60 acres,  and
legally  described in Exhibit A hereto (the "Land"),  which is improved with 312
pad spaces,  including 310 double wide pad spaces,  a clubhouse,  lighted tennis
courts,  a  swimming  pool  and a 9 hole  "pitch  and  putt"  golf  course  (the
"Improvements").

         B.  Borrower  has  applied  to Lender  for a loan (the  "Loan")  in the
maximum amount of Six Million Two Hundred Seventy Thousand and No/100ths Dollars
($6,270,000.00)  and  Lender  has  agreed  to make  the  Loan on the  terms  and
conditions contained herein.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto agree as follows:

         1. DEFINED  TERMS.  The  following  terms as used herein shall have the
following meanings:

                  Affiliated Party: (i) if Borrower or any Affiliated Party is a
         general or limited  partnership,  the general  partners thereof and any
         person or entity directly or indirectly controlling any general partner
         thereof;  (ii) if Borrower or any Affiliated  Party is a joint venture,
         its  joint  venture  partners  and any  person or  entity  directly  or
         indirectly  controlling  any joint venture  partner  thereof;  (iii) if
         Borrower is a corporation or limited liability  company,  any person or
         entity   directly  or  indirectly   controlling   Borrower;   and  (iv)
         Indemnitor.

                  Agreement:  This Loan Agreement,  as originally executed or as
         may be hereafter supplemented or amended from time to time in writing.

                  Application/Commitment: Collectively, the "Application" to PPM
         Finance,  Inc. for the Loan dated September 2, 1999, and the acceptance
         thereof as a commitment dated October 21, 1999.

                  Appraisal:  An  appraisal  prepared  by a member of a national
         appraisal  organization  that has  adopted  the  Uniform  Standards  of
         Professional  Appraisal  Practice (USPAP)  established by the Appraisal



<PAGE>

         Standards  Board of the Appraisal  Foundation.  The appraiser shall use
         assumptions  and limiting  conditions  established  by Lender,  and the
         appraisal shall be in conformity with Lender's appraisal guidelines and
         the requirements of the Application/Commitment.

                  Building  Laws: All federal,  state and local laws,  statutes,
         regulations,   codes,   ordinances,   orders,  rules  and  requirements
         applicable to the development, construction, use, operation, management
         and  maintenance  of the Project,  including  without  limitation,  all
         access, building, zoning, planning, subdivision, fire, traffic, safety,
         health, labor,  discrimination,  environmental,  air quality, wetlands,
         shoreline,  flood plain laws,  regulations and  ordinances,  including,
         without limitation, all applicable requirements of the Fair Housing Act
         of 1988, as amended,  the Americans with  Disabilities  Act of 1990, as
         amended, and all orders or decrees of any court adopted or enacted with
         respect thereto applicable to the Project,  as any of the same may from
         time to time be amended, modified or supplemented.

                  Deed of Trust:  The Deed of Trust,  Mortgage,  Security  Deed,
         Deed to Secure Debt or similar  instrument  described in Section 2.2 of
         this  Agreement,   as  originally  executed  or  as  may  be  hereafter
         supplemented or amended from time to time in writing.

                  Default:  Any event  which,  if it were to  continue  uncured,
         would,  with  notice or lapse of time or both,  constitute  an Event of
         Default (as such term is defined in Section 7.1 of this Agreement).

                  Default Rate: The default interest rate specified in the Note.

                  Environmental Indemnity Agreement: The Environmental Indemnity
         Agreement  described  in Section  2.2 of this  Agreement,  executed  by
         Borrower and Indemnitor,  as originally executed or as may be hereafter
         supplemented or amended from time to time in writing.

                  ERISA:  Employee  Retirement  Income  Security Act of 1974, as
         amended, and the regulations promulgated thereunder from time to time.

                  Governmental Approvals:  The meaning set forth in Section 4.11
         of this Agreement.

                  Governmental   Authority:   Any  federal,   state,  county  or
         municipal   government,   or   political   subdivision   thereof,   any
         governmental or quasi-governmental  agency,  authority,  board, bureau,
         commission, department,  instrumentality, or public body, or any court,
         administrative tribunal, or public utility.

                  Improvements:  The  meaning  set  forth in  Recital  A of this
         Agreement.

                                       2
<PAGE>

                  Indemnification   Agreement:  The  indemnification   agreement
         described in Section 2.2 of this Agreement,  executed by Indemnitor, as
         originally executed or as may be hereafter supplemented or amended from
         time to time in writing.

                  Include or including:  Including but not limited to.

                  Indemnitor:  Commercial Assets, Inc.

                  Internal  Revenue Code: The Internal  Revenue Code of 1986, as
         amended, and the regulations promulgated thereunder from time to time.

                  Knowledge:  When used to modify a representation  or warranty,
         actual  knowledge or such  knowledge  as a reasonable  person under the
         circumstances should have after diligent inquiry and investigation.

                  Land:  The land legally described in Exhibit A hereto.

                  Laws:  Collectively,   all  federal,  state  and  local  laws,
         statutes, codes, ordinances,  orders, rules and regulations,  including
         judicial   opinions  or   precedential   authority  in  the  applicable
         jurisdiction,  as any of the  same may  from  time to time be  amended,
         modified or supplemented.

                  Loan Documents:  This Agreement,  the Environmental Indemnity,
         the Indemnification  Agreement,  the Deed of Trust, the Note, the other
         documents and instruments listed in Section 2.2 of this Agreement,  and
         all other documents and  instruments  given to Lender from time to time
         in connection with or to secure the Loan, as originally  executed or as
         any of the same may be hereafter  supplemented  or amended from time to
         time, in writing.

                  Loan Maturity:  Maturity Date (as defined in the Note).

                  Loan Opening Date: The date of the initial disbursement of the
         Loan.

                  Mortgage: The mortgage,  deed of trust, security deed, deed to
         secure  debt or similar  instrument  described  in Section  2.2 of this
         Agreement,  as originally executed or as may be hereafter  supplemented
         or amended from time to time in writing.

                  Note:  The  mortgage  note  described  in Section  2.2 of this
         Agreement,  as originally executed or as may be hereafter  supplemented
         or amended from time to time in writing.

                                       3
<PAGE>

                  Permitted Exceptions: Those matters listed in Exhibit B hereto
         to which the  interest of Borrower in the Real  Property may be subject
         and any such other title exceptions, if any, as Lender, or its counsel,
         may approve in advance in writing.

                  Project:  The Land together with the  Improvements and any and
         all other  buildings,  structures  and  improvements  located  or to be
         located thereon and all rights,  privileges,  easements,  hereditaments
         and  appurtenances,   thereunto  relating  or  appertaining,  including
         parking  for  at  least  624  vehicles,  but in any  event  parking  in
         compliance with any applicable zoning ordinance and tenant leases,  and
         all personal  property,  fixtures and equipment required or used (or to
         be used) for the operation thereof.

                  Real Property:  That portion of the Project  constituting real
         property.

                  Title Insurer:  Transnation Title Insurance  Company,  or such
         other title insurance company licensed in the State of Arizona,  as may
         be approved by Lender in connection with the Loan.

Defined  terms  may be used in the  singular  or the  plural.  When  used in the
singular  preceded by "a", "an", or "any",  such term shall be taken to indicate
one or more members of the relevant  class.  When used in the plural,  such term
shall be taken to indicate all members of the relevant class.

         2. TERMS OF LOAN AND DOCUMENTS.

         2.1  Agreement  to  Borrow  and  Lend.  Subject  to all  of the  terms,
provisions and conditions set forth in this Agreement, Lender agrees to make and
Borrower  agrees to accept the Loan described in the Recitals of this Agreement.
Borrower  agrees  to pay all  indebtedness  evidenced  and  secured  by the Loan
Documents in accordance with the terms thereof.

         2.2 Loan  Documents.  In  consideration  of  Lender's  entry  into this
Agreement and Lender's agreement to make the Loan, Borrower agrees that it will,
in  sufficient  time for  review by  Lender  and its  counsel  prior to the Loan
Opening  Date,  execute  and deliver or cause to be executed  and  delivered  to
Lender the following documents and instruments in form and substance  acceptable
to Lender:

                  (a) A  mortgage  note from  Borrower  payable  to the order of
                  Lender in the  original  principal  amount of Six  Million Two
                  Hundred    Seventy    Thousand    and    No/100ths     Dollars
                  ($6,270,000.00).

                  (b) A first  mortgage deed of trust,  on Borrower's fee simple
                  estate in the Project  securing the Note,  subject only to the
                  Permitted Exceptions;

                                       4
<PAGE>

                  (c) An assignment to Lender of all rents,  income,  issues and
                  profits of, and all leases,  licenses,  concessions  and other
                  similar  agreements  relating to or connected with the Project
                  which shall be a present first priority absolute assignment of
                  all  present  and  future  leases  of all or any  part  of the
                  Project,  all guarantees  thereof and all rents and other sums
                  payable thereunder;

                  (d) A security  agreement  granting Lender a security interest
                  in all personal  property,  tangible and intangible,  owned or
                  hereafter  acquired by Borrower  and  relating to the Project,
                  including  bank  accounts,  accounts  receivable,  all escrow,
                  impound or reserve  accounts  required in the Loan  Documents,
                  and other intangible property, which agreement may be combined
                  with the Mortgage;

                  (e)  Uniform   Commercial   Code  financing   statements,   in
                  duplicate,  executed by Borrower as debtor with respect to all
                  of the personal property;

                  (f) An indemnity  agreement  with  respect to certain  matters
                  including    environmental   covenants   (the   "Environmental
                  Indemnity");

                  (g) An indemnity  agreement  with  respect to certain  matters
                  excluded  from  the   non-recourse   provisions  of  the  Loan
                  Documents, executed by Indemnitor;

                  (h) A borrower's  affidavit  containing certain warranties and
                  representations by Borrower;

                  (i)  A  certificate  regarding  personal  property  containing
                  certain  warranties and  representations by Borrower regarding
                  the personal property included in the Project;

                  (j)     Any     other     documents     required     by    the
                  Application/Commitment; and

                  (k) Such other papers and documents as may be required by this
                  Agreement or as Lender may reasonably require.

         2.3 Terms of the Loan.  The Loan will bear  interest for the period and
at the rate or rates set forth in the Note,  and be payable in  accordance  with
the terms of the Note.  The unpaid  principal  balance,  all  accrued and unpaid
interest  and all  other  sums due and  payable  under  the  Note or other  Loan
Documents, if not sooner paid, shall be paid in full at Loan Maturity.

         2.4  Prepayments.  Borrower shall have no right to make  prepayments of
the Loan in whole or in part except in accordance with the terms of the Note.

         2.5 Conditions to Disbursement.  Borrower agrees to perform and satisfy
all  conditions  precedent  to the  disbursement  of the Loan  set  forth in the
Application/Commitment,  including  those set forth in Sections 2.4 (Third Party
Reports) and 3 (The Closing) thereof.

                                       5
<PAGE>

         2.6  Sources  and Uses.  Borrower  shall use the  proceeds  of the Loan
solely for the  purposes  set forth in Exhibit C hereto.  This  sources and uses
statement must be in substantial  accordance with the sources and uses statement
attached to the Application/Commitment.

         3. BORROWER'S  COVENANTS.  Borrower  further  covenants and agrees with
Lender as follows:

         3.1  Escrow  Deposits.  (a)  Unless  specifically  waived by a separate
written  agreement,  Borrower  shall deposit  monthly with Lender a sum equal to
one-twelfth (1/12th) of the amount estimated by Lender to be required to pay, at
least  thirty  (30) days  prior to their  respective  due dates,  annual  taxes,
assessments,  ground rent and  insurance  premiums  for the Project (the "Escrow
Account").  Lender  shall not pay interest on or  segregate  the Escrow  Account
unless  required  to do so under  applicable  law.  If  Lender  is  required  to
segregate the Escrow  Account,  Borrower shall execute such documents as Lender,
in its sole discretion,  deems necessary to perfect its security interest in the
Escrow Account. On the Loan Opening Date, Borrower shall make an initial deposit
with  Lender of a sum equal to  one-twelfth  (1/12th)  of the  estimated  annual
property  taxes and  assessments,  a sum equal to  one-twelfth  (1/12th)  of the
annual ground rent, if applicable,  and a sum equal to  one-twelfth  (1/12th) of
the  estimated  annual  insurance  premiums,  multiplied by the number of months
elapsed in the  respective  billing  periods.  For example,  if annual taxes and
assessments  are paid every six (6) months (in June and  December)  and the Loan
Opening  Date occurs in March,  the initial tax impound  would be  four-twelfths
(4/12ths) of the estimated annual property taxes and assessments; and

                  (b)  The  Escrow  Account  is  hereby  pledged  as  additional
security  for the  Loan  and  shall be held to be  irrevocably  applied  for the
purposes for which made  hereunder  and shall not be subject to the direction or
control of Borrower;  provided,  however, that neither Lender nor any depository
holding  such funds  shall be liable for any  failure to apply to the payment of
taxes,  assessments,  ground rent or insurance  premiums any amount so deposited
unless (i) Borrower shall have requested Lender or said depository in writing to
make  application  of  such  funds  to  the  payment  of the  particular  taxes,
assessments,  ground rent or insurance  premiums as the case may be, accompanied
by the bills  therefor,  (ii) there  shall  exist no Default or Event of Default
hereunder or under any of the Loan Documents,  (iii) there are sufficient  funds
in the Escrow Account to pay the particular taxes,  assessments,  ground rent or
insurance premiums and (iv) following payment of such taxes, assessments, ground
rent or  insurance  premiums,  the Escrow  Account  will be "in  balance" in the
reasonable opinion of Lender.

         3.2  Payment  of  Taxes.  Borrower  shall  pay all real  estate  taxes,
assessments  and charges of every kind upon the  Project  before the same become
delinquent;  provided,  however,  that Borrower  shall have the right to pay any
such tax,  assessment or charge under  protest or to otherwise  contest any such
tax,  assessment  or  charge  but only if (i) such  contest  has the  effect  of
preventing  the  collection  of such tax,  assessment or charge so contested and
also preventing the sale or forfeiture of the Project or any part thereof or any


                                       6
<PAGE>

interest therein, (ii) Borrower has notified Lender in writing in advance of its
intent to  contest  such tax,  assessment  or  charge,  and (iii)  Borrower  has
deposited  security  in form and  amount  satisfactory  to  Lender,  in its sole
judgment,  and increases the amount of such security so deposited promptly after
Lender's request  therefor.  If Borrower shall fail to commence such contest or,
having commenced such contest,  and having  deposited such security  required by
Lender for its full amount,  shall  thereafter fail to prosecute such contest in
good  faith or with due  diligence,  or,  upon  adverse  conclusion  of any such
contest,  shall fail to pay the tax,  assessment or charge so contested,  Lender
may at its election  (but shall not be required  to), pay and discharge any such
tax, assessment or charge, and any interest or penalty thereon,  and any amounts
so expended by Lender shall be deemed to  constitute  disbursements  of the Loan
proceeds  hereunder (even if the total amount of disbursements  would exceed the
face amount of the Note),  and shall bear interest from the date expended at the
Default Rate and be payable with such interest upon demand. Lender in making any
payment hereby authorized  relating to any tax,  assessment or charge, may do so
according  to any bill,  statement  or estimate  procured  from the  appropriate
public  office  without  inquiry  into the  accuracy of such bill,  statement or
estimate or into the validity of any tax, assessment,  charge, sale, forfeiture,
tax lien or title or claim thereof.

         3.3  Maintenance  of Insurance.  (a) Insurance  Coverage  Requirements:
Borrower shall maintain the following  insurance  coverages,  all in forms, with
companies and in amounts satisfactory to Lender:

                  (i) All risk/open perils special form property  insurance must
         be in force with limits of 100%  replacement  cost.  Borrower agrees to
         furnish upon Lender's  request  evidence of replacement  cost,  without
         cost to  Lender,  such  as is  regularly  and  ordinarily  obtained  by
         insurance   companies  to  determine  such   replacement   cost.  If  a
         coinsurance  clause is in  effect,  an  agreed  amount  endorsement  is
         required.  Blanket  policies must include limits by property  location.
         The coverage  shall insure the Real Property and all tangible  personal
         property.

                  (ii) Broad form  boiler and  machinery  coverage,  including a
         form of business  income,  must be in force if any such item is located
         on or about the Real Property.

                  (iii) If available,  flood  insurance  must be in force if the
         Real  Property is located in a special  flood hazard area  according to
         the most  current  flood  insurance  rate  map  issued  by the  Federal
         Emergency  Management  Agency.  The  coverage  shall  include  the Real
         Property and the tangible personal property.

                  (iv) A form of business  income or rent loss  coverage must be
         in force in the amount of one year's  business  income or rental income
         from the Property.  Blanket  policies  must include  limits by property
         location.

                  (v) Comprehensive/general  liability coverage must be in force
         with a $3,000,000  combined  single limit per occurrence with a minimum
         aggregate limit of $5,000,000.  Umbrella/excess liability insurance may


                                       7
<PAGE>

         be used to satisfy this requirement.  Liquor liability coverage must be
         in force if alcoholic beverages are or will be sold, served or given on
         the Real Property, either in the name of Borrower or in the name of the
         tenant which sells, serves or gives such alcoholic beverages.

                  (vi) Such  additional  coverages  appropriate  to the property
         type and site location as Lender may require.  Additional coverages may
         include  earthquake,  mine  subsidence,  sinkhole,  personal  property,
         supplemental liability, or coverages of other property-specific risks.

         (b)   Insurance Procedures:

                  (i) How Lender Should Be Named.  On all property  policies and
         coverages  (including  coverage  against  loss of  business  or  rental
         income),  Lender must be named as "First  Mortgagee"  and "Lenders Loss
         Payee" under a standard mortgage clause. On all liability  policies and
         coverages,  including any liquor liability  coverage  maintained by any
         tenant,  Lender must be named as an "Additional Insured." Lender should
         be referred to verbatim as follows:  Jackson  National  Life  Insurance
         Company and its successors,  assigns and affiliates,  as their interest
         may appear;  c/o PPM Finance,  Inc., 225 West Wacker Drive, Suite 1200,
         Chicago, Illinois 60606, or its Mortgage Correspondent.

                  (ii) Rating.  The insurance carrier must be rated A, Class VII
         or better by Best's Rating  Service,  without regard to its parent's or
         any reinsurer's rating.

                  (iii) Deductible.  The maximum deductible on all coverages and
         policies is $25,000.

                  (iv) Notices,  Changes and Renewals. All policies must require
         the  insurance  carrier to give  Lender a minimum  of thirty  (30) days
         notice in the event of modification,  cancellation or non-renewal.  Any
         vacancy,  change of title,  tenant  occupancy or use,  physical damage,
         additional  improvements  or  other  factors  affecting  any  insurance
         contract must be reported to Lender immediately.  Borrower must provide
         Lender with a paid insurance  agent's receipt for all current coverages
         unless  such bills are paid by Lender  from  proceeds on deposit in the
         Escrow  Account  established  pursuant  to Section  3.1. An original or
         certified  copy of each  policy  is  required  on or  prior to the Loan
         Opening Date and upon  renewal.  If no such copy is  available,  Lender
         will accept a binder for a period not to exceed 90 days.  All  binders,
         certificates of insurance, and original or certified copies of policies
         must name Borrower as a named  insured,  or as an  additional  insured,
         must include the complete and accurate  property  address and must bear
         the original signature of the issuing insurance agent.

                  (v) No Other  Insurance.  Borrower shall not take out separate
         insurance  concurrent in form or contributing in the event of loss with
         that  required to be  maintained  hereunder  unless  Lender is included


                                       8
<PAGE>

         thereon under a standard,  non-contributory Lender clause acceptable to
         Lender.  Borrower  shall  immediately  notify Lender  whenever any such
         separate  insurance is taken out and shall  promptly  deliver to Lender
         the original policy or policies of such insurance.

                  (c) Lender's Right to Obtain Insurance:  Notwithstanding  this
Section 3.3, in the Event of a Default  under this  Agreement or a Default under
any of the other  Loan  Documents,  Lender  shall  have the  right  (but not the
obligation) to place and maintain insurance required to be placed and maintained
by Borrower  hereunder,  and use funds on deposit in the Escrow  Account for the
payment of insurance to pay for same. Any additional  amounts expended  therefor
shall  constitute  additional  disbursements of Loan proceeds (even if the total
amount of  disbursements  would  exceed the face amount of the Note),  and shall
bear interest from the date expended at the Default Rate and be payable together
with such interest upon demand.

         3.4 Mechanics' Liens and Contest  Thereof.  Borrower will not suffer or
permit any mechanics' lien claims to be filed or otherwise  asserted against the
Project  and will  promptly  discharge  the same if any  claims  for lien or any
proceedings  for the  enforcement  thereof  are  filed or  commenced;  provided,
however,  that  Borrower  shall have the right to contest in good faith and with
due  diligence  the  validity of any such lien or claim upon  furnishing  to the
Title  Insurer such  security or indemnity as it may require to induce the Title
Insurer to insure against all such claims,  liens or  proceedings;  and provided
further  that Lender will not be required to make any further  disbursements  of
the Loan  proceeds  unless (a) any  mechanics'  lien  claims  shown by any title
insurance commitments or interim binders or certifications have been released or
insured  against by the Title Insurer or (b) Borrower shall have provided Lender
with such other  security  with  respect to such claim as may be  acceptable  to
Lender, in its sole discretion.

         3.5  Settlement  of  Mechanics'  Lien  Claims.  If Borrower  shall fail
promptly to discharge any mechanics'  lien claim filed or otherwise  asserted or
to contest any such claims and give security or indemnity in the manner provided
in Section 3.4 hereof,  or,  having  commenced  to contest the same,  and having
given such  security or  indemnity,  shall  thereafter  fail to  prosecute  such
contest in good faith or with due diligence,  or fail to maintain such indemnity
or  security so required  by the Title  Insurer  for its full  amount,  or, upon
adverse  conclusion  of any such  contest,  shall fail to cause any  judgment or
decree to be satisfied and lien to be promptly  released,  then, and in any such
event,  Lender may, at its  election,  but shall not be required to, (i) procure
the release and discharge of any such claim and any judgment or decree  thereon,
without inquiring into or investigating  the amount,  validity or enforceability
of such lien or claim and (ii) effect any  settlement or compromise of the same,
or may furnish such security or indemnity to the Title Insurer,  and any amounts
expended by Lender in doing so, including premiums paid or security furnished in
connection  with the issuance of any surety  company  bonds,  shall be deemed to
constitute  disbursements  of the Loan  proceeds  hereunder  (even if the  total
amount of  disbursements  would  exceed the face amount of the Note),  and shall
bear interest from the date expended at the Default Rate and be payable together
with such interest upon demand.

                                       9
<PAGE>

         3.6 Maintenance, Repair and Restoration of Improvements. Borrower shall
(i)  promptly  repair,  restore or  rebuild  any  Improvements  which may become
damaged or be destroyed;  and (ii) keep the  Improvements  in good condition and
repair, without waste.

         3.7 Leases and Lease  Reports.  (i)  Except in the  ordinary  course of
business and in the exercise of sound business judgment,  and at market rents, a
schedule  of which has been  approved  by  Lender,  and in  accordance  with the
standard  form of lease  approved  by  Lender,  Borrower  shall not enter  into,
modify,  amend,  waive any material provision of, terminate or cancel any leases
of space in the Project  without the prior written  consent of Lender,  and (ii)
annually,  upon request or upon an Event of Default,  Borrower  shall deliver to
Lender a report  showing  the  status  of the  leasing  of space in the  Project
certified by Borrower.  Such report shall include  information  on the amount of
space  covered by any  letters of intent,  leases out for  execution,  and fully
executed  leases;  the rental  under  each lease  agreement  or  proposed  lease
agreement;  the term of each lease  agreement;  and a summary of any terms which
vary from the  standard  form of lease  previously  approved by Lender.  Any new
lease, modification, amendment, waiver of any material provision, termination or
cancellation  of any lease of space in the  Project  without  the prior  written
consent of Lender shall be deemed by Lender, in its sole discretion, as an Event
of  Default.  Notwithstanding  the  foregoing,  Borrower  shall  have the right,
without the prior written consent of Lender,  to enter into a lease of a portion
of the Project with a person or party not affiliated with Borrower provided that
the lease is written  with only minor  modifications  or  clarifications  of the
lease form which has been approved by Lender.

         3.8  Compliance  With Laws.  Borrower  shall  promptly  comply with all
applicable Laws of any Governmental  Authority having jurisdiction over Borrower
or the Project,  and shall take all actions  necessary to bring the Project into
compliance with all applicable Laws,  including without  limitation all Building
Laws (whether now existing or hereafter enacted).

         3.9 Alterations.  Without the prior written consent of Lender, Borrower
shall not make any material alterations to the Project (other than completion of
tenant work required in accordance  with leases entered into in accordance  with
the terms of this Agreement).

         3.10  Personal  Property.  (i)  All of  Borrower's  personal  property,
fixtures, furnishings,  furniture,  attachments and equipment located on or used
in connection with the Project, shall always be located at the Project and shall
also be kept free and clear of all chattel mortgages, conditional vendor's liens
and all other liens,  encumbrances and security  interests of any kind whatever,
(ii) Borrower will be the absolute  owner of said personal  property,  fixtures,
furnishings,  furniture,  attachments  and equipment,  and (iii) Borrower shall,
from time to time,  furnish Lender with evidence of such ownership  satisfactory
to Lender, including searches of applicable public records.

         3.11  Prohibition  Against Cash  Distributions  and Application of Cash
Flow.  Borrower  shall first apply all cash flow from the Project to pay Project
expenses,  including  amounts due to Lender pursuant to the Loan  Documents.  No


                                       10
<PAGE>

cash flow from the Project shall be  distributed  to any  partners,  principals,
members  or   shareholders  of  Borrower  or  applied  to  the  payment  of  any
obligations, debts or expenses not related to the Project if an Event of Default
has  occurred  or if there is a  reasonable  likelihood  that such money will be
necessary  for the  operation  of the  Project or the payment of  principal  and
interest due in connection  with the Loan within ninety (90) days  following any
contemplated cash flow distribution.

         3.12 Inspection by Lender.  Borrower will cooperate (and will cause the
managing  agent to cooperate)  with Lender in arranging for  inspections  of the
Project from time to time by Lender and its agents and representatives.

         3.13  Furnishing  Information.  Borrower  shall  deliver or cause to be
delivered to Lender annual and (if required) quarterly financial  statements for
Borrower and annual financial statements for Indemnitor as soon as available and
in all events no later  than one  hundred  twenty  (120) days after the close of
each  fiscal  year for  annual  statements  and,  if Lender  required  quarterly
statements  thirty (30) days after the close of each quarter.  The annual and if
(required)  quarterly  statements  shall be  certified as true and correct by an
authorized financial officer of Borrower or Indemnitor, as the case may be. If a
Default has occurred or Lender  reasonably  believes  that  previously  provided
financial  statements are inaccurate,  the annual statements shall be audited by
certified public accountants acceptable to Lender. Borrower shall also furnish a
current operating  statement for the Project (including a rent roll if there are
any leases of the  Project or any part  thereof),  at the time it  delivers  its
financial  statements.  Quarterly  statements  will not initially be required by
Lender.
Additionally, Borrower and Indemnitor will:

                  (i) promptly  supply Lender with such  information  concerning
                  their  respective   affairs  and  property   relating  to  the
                  development  and  operation  of  the  Project  as  Lender  may
                  hereafter request from time to time;

                  (ii) at any time during  regular  business hours permit Lender
                  or any of its agents or  representatives to have access to and
                  examine all of its books and records regarding the development
                  and operation of the Project;

                  (iii) permit  Lender to copy and make  abstracts  from any and
                  all of such books and records;

                  (iv) immediately notify Lender if Borrower receives any actual
                  notice,  action or lien notice or otherwise becomes aware that
                  the Project  violates  or is alleged to violate  any  Building
                  Law, or of a condition or situation on the Property which will
                  constitute  violation  of a Building Law (whether now existing
                  or hereafter  enacted).  The notice to Lender  shall  describe
                  with   particularity   the  Building  Law  violation  and  the
                  Borrower's plan to promptly correct the violation.

                                       11
<PAGE>

         3.14 Documents of Further Assurance. Borrower shall, from time to time,
upon Lender's request,  execute,  deliver,  record and furnish such documents as
Lender may  reasonably  deem  necessary or desirable to (i) perfect and maintain
perfected  as valid  liens upon the  Project,  the liens  granted by Borrower to
Lender under the  Mortgage and the  collateral  assignments  and other  security
interests under the other Loan Documents as contemplated by this Agreement, (ii)
correct any errors of a  typographical  nature or  inconsistencies  which may be
contained  in any  of  the  Loan  Documents,  and  (iii)  consummate  fully  the
transaction contemplated under this Agreement.

         3.15 Furnishing  Reports.  Borrower shall provide Lender promptly after
receipt  with  copies  of all  inspections,  reports,  test  results  and  other
information  received by Borrower from time to time from its employees,  agents,
representatives,  architects  and  engineers,  which  in any way  relate  to the
Project, or any part thereof.

         3.16  Operation  of Project and  Zoning.  As long as any portion of the
Loan remains outstanding,  the Project shall be operated in a first class manner
as a manufactured housing community. Borrower shall fully and faithfully perform
all of its  covenants,  agreements and  obligations  under each of the leases of
space in the  Project.  Borrower  shall not  initiate or  acquiesce  in a zoning
variation or reclassification without Lender's consent.

         3.17  Management  Agents' and Brokers'  Contracts.  Borrower  shall not
enter into, modify,  amend, waive any material provision of, terminate or cancel
any management  contracts for the Project without the prior written  approval of
Lender.  If, in the  ordinary  course of  business,  Borrower  shall enter into,
modify,  amend,  waive any  provision  of,  terminate or cancel any contracts or
agreements  (other than Management  contracts) with agents or brokers,  Borrower
shall notify Lender within ten (10) days after such action.

         3.18 Furnishing Notices. Borrower shall deliver to Lender copies of all
material   notices   received   or  given  by   Borrower   (or  its   agents  or
representatives) in connection with the Project.

         3.19 Indemnification. Borrower shall indemnify, defend and hold Lender,
and its  officers,  directors,  employees,  shareholders,  advisers,  and agents
(collectively,  "Indemnified  Parties")  harmless  from and  against all claims,
injury,  damage, loss, costs (including  reasonable attorney fees and costs) and
liability of any and every kind incurred by Indemnified Parties by reason of (i)
the operation or maintenance of the Project or any  construction at the Project;
(ii) the payment of any brokerage  commissions  or fees of any kind with respect
to the  Application/Commitment or the Loan, and for any reasonable legal fees or
expenses  incurred by Lender in connection with any claims for such  commissions
or fees;  (iii)  any  other  action  or  inaction  by,  or  matter  which is the
responsibility  of, Borrower  (other than the payments due under the Note);  and
(iv) the breach of any material representation or warranty or failure to fulfill
any of Borrower's  obligations  under this  Agreement or any other Loan Document
(other than the  payments due under the Note).  The  foregoing  indemnity  shall
include the cost of all  alterations,  repairs and  replacements  to the Project


                                       12
<PAGE>

(including without limitation architectural,  engineering,  legal and accounting
costs),  all  fines,  fees and  penalties,  and all  legal  and  other  expenses
(including  reasonable  attorney fees),  incurred in connection with the Project
being in violation of Building  Laws and for the cost of  collection of the sums
due under  this  indemnity,  whether or not  Borrower  is in  possession  of the
Project. If Lender shall become the owner of or acquire an interest in or rights
to the Project by  foreclosure or deed in lieu of foreclosure of the Mortgage or
by other means,  the  foregoing  indemnification  obligation  shall survive such
foreclosure or deed in lieu of foreclosure or other  acquisition of the Project,
unless  Lender's own negligent acts or omissions  cause what would  otherwise be
considered an indemnification obligation by Borrower and/or Indemnitor.

         3.20  Organization  Documents.  Without  the prior  written  consent of
Lender, Borrower shall not permit or suffer any amendment or modification of its
member control agreement or operating agreement,  and shall not permit or suffer
the admission of any new member, except as permitted pursuant to Section 6.3.

         3.21  Publicity.  During  the term of the  Loan,  Lender  may  issue or
publish releases or announcements  stating that the financing for the Project is
being provided by Lender to Borrower, and Borrower hereby consents thereto.

         3.22  Lender's  Attorney Fees and  Expenses.  If at any time  hereafter
prior to repayment  of the Loan in full,  Lender  employs  counsel for advice or
other  representation  (whether  or not any suit has been or shall be filed  and
whether or not other legal  proceedings have been or shall be instituted and, if
such suit is filed or legal proceedings instituted,  through all administrative,
trial,  and appellate  levels) with respect to the Loan, the Project or any part
thereof, this Agreement or any of the Loan Documents,  including any proposed or
actual  restructuring  of the Loan, or to protect,  collect,  lease,  sell, take
possession  of, or liquidate  any of the  Project,  or to attempt to enforce any
security  interest  or lien on any of the  Project,  or to enforce any rights of
Lender or any of Borrower's  obligations hereunder or those of any other person,
firm or corporation which may be obligated to Lender by virtue of this Agreement
or any other agreement, instrument or document heretofore or hereafter delivered
to Lender by or for the  benefit of  Borrower,  or to analyze and respond to any
request for consent or approval made by Borrower,  then, in any such event,  all
of the reasonable attorney fees and expenses arising from such services, and all
expenses,  costs and charges relating thereto, shall bear interest from the date
expended  at the Default  Rate and shall be paid by  Borrower on demand,  and if
Borrower fails to pay such fees,  costs and expenses  payment  thereof by Lender
shall be deemed to constitute  disbursement of the Loan proceeds hereunder (even
if the total amount of  disbursements  would exceed the face amount of the Note)
and shall constitute additional  indebtedness of Borrower to Lender,  payable on
demand and secured by the Mortgage and other Loan Documents.

         3.23 Loan  Expenses.  Borrower  agrees to pay all expenses of the Loan,
including all amounts payable  pursuant to Section 3.25 of this  Agreement,  and
also including all recording charges, title insurance charges, costs of surveys,


                                       13
<PAGE>

costs for certified copies of instruments,  escrow charges,  fees,  expenses and
charges of architectural/engineering consultants of Lender, fees and expenses of
Lender's attorneys,  and all costs and expenses incurred by Lender in connection
with the  determination  of  whether  Borrower  has  performed  the  obligations
undertaken by Borrower  under this  Agreement or has  satisfied  any  conditions
precedent to the obligations of Lender under this Agreement.  All such expenses,
charges, costs and fees shall be the Borrower's obligation regardless of whether
the Loan is disbursed in whole or in part unless such failure to disburse is due
to Lender's  wrongful  failure to disburse  hereunder.  Any and all  advances or
payments made by Lender under this  Agreement  from time to time, or for fees of
architectural  and engineering  consultants  and attorney fees and expenses,  if
any,  and all other Loan  expenses  shall,  as and when  advanced or incurred by
Lender,  constitute additional indebtedness evidenced by the Note and secured by
the  Mortgage  and the other Loan  Documents to the same extent and effect as if
the terms and provisions of this  Agreement  were set forth therein,  whether or
not the aggregate of such indebtedness shall exceed the aggregate face amount of
the Note.

         3.24 Loan Fees.  Borrower  agrees to pay the loan fees ("Loan Fees") as
are set forth in the Application/Commitment, subject to the terms and conditions
set forth  therein.  Borrower  shall pay all Loan Fees at the times set forth in
the  Application/Commitment and shall pay all expenses incurred by Lender at the
Loan Opening Date and on demand at such subsequent times as Lender may determine
including  administrative  fees and expenses in connection with any modification
of any of the terms of the Loan. Lender may require the payment of such fees and
expenses as a condition to the disbursement of the Loan.

         3.25  Additional  Debt. The Lender will consent to a second mortgage on
the Project securing a fixed-rate loan from a lender if the following conditions
are met.

                  (A)      Net operating income from the Project,  as determined
                           by the Lender at the time of the request, is at least
                           1.25  times  total  debt  service on the Loan and the
                           secondary financing;

                  (B)      Under the note secured by the second mortgage,  level
                           monthly  payments  fully  amortize  principal  on  or
                           before the maturity of that note;

                  (C)      Combined principal balance under the notes evidencing
                           both  loans  does not exceed the lesser of: i) 75% of
                           the  value  of  the   Project  at  such   times,   as
                           established  by the Lender,  based on its review of a
                           then current MAI appraisal  performed by an appraiser
                           approved by the Lender, and ii) $8,662,500;

                  (D)      The  interest  rate on the loan secured by the second
                           mortgage reasonably reflects market rates for similar
                           loans; and

                                       14
<PAGE>

                  (E)      The   documentation   of  the  second   mortgage   is
                           satisfactory  to  Lender.   A  formal   subordination
                           agreement  satisfactory  to the  Lender  in form  and
                           substance will be required.  Lender will not agree to
                           permit the second mortgagee to assume the Loan in the
                           event of foreclosure of the second mortgage.

         4.  REPRESENTATIONS  AND  WARRANTIES.  To induce Lender to execute this
Agreement  and perform the  obligations  of Lender  hereunder,  Borrower  hereby
represents and warrants to Lender as follows:

         4.1 Title. On the Loan Opening Date and thereafter,  Borrower will have
good and marketable  fee simple title to the Real Property,  subject only to the
Permitted Exceptions.

         4.2 No Litigation.  Except for claims fully covered by insurance, where
the  insurance  company is  defending  such claims and such defense is not being
provided  under a reservation  of rights,  and except as disclosed in writing to
Lender prior to the date hereof,  there is no pending  litigation or unsatisfied
judgment  entered of record  against  Borrower or the Project.  No litigation or
proceedings are pending, or to Borrower's knowledge are threatened,  against any
Affiliated  Party (i) which might affect the validity or priority of the lien of
the Mortgage,  (ii) which might affect the ability of Borrower or any Indemnitor
to perform their respective  obligations  pursuant to and as contemplated by the
terms and  provisions of this Agreement and the other Loan  Documents,  or (iii)
which could  materially  affect the  operations  or  financial  condition of the
Project, Borrower, or any Affiliated Party.

         4.3 Due Authorization. The execution and delivery of the Loan Documents
and all other  documents  executed or  delivered by or on behalf of Borrower and
pertaining  to the Loan have been duly  authorized  or approved by Borrower and,
when  executed  and  delivered  by Borrower  or when  caused to be executed  and
delivered on behalf of Borrower,  will  constitute the legal,  valid and binding
obligations  of the  obligor  thereon,  enforceable  in  accordance  with  their
respective terms except as limited by bankruptcy,  insolvency,  or other laws of
general  application  relating to the enforcement of creditor's  rights, and the
payment or performance thereof will be subject to no offsets, claims or defenses
of any kind or nature whatsoever.

         4.4  Breach  of  Laws  or  Agreements.  The  execution,   delivery  and
performance of this Agreement and the other Loan Documents have not  constituted
(and will not, upon the giving of notice or lapse of time or both, constitute) a
breach or default under any other  agreement to which Borrower or any Indemnitor
is a party or may be bound or  affected,  or a  violation  of any Law  which may
affect the Project,  any part thereof, any interest therein, or the use thereof,
or Borrower or any Indemnitor.

         4.5 Leases. Borrower and its agents have not entered into any leases or
other  arrangements  for occupancy of space within the Project other than leases
shown on the most recent  rent roll  furnished  to Lender  (the "Rent  Roll") or
entered into in accordance with the  requirements of this Agreement.  All leases

                                       15
<PAGE>



disclosed  on the Rent  Roll are in full  force  and  effect  and to  Borrower's
knowledge,  there are no existing defaults thereunder other than as disclosed in
writing to Lender.

         4.6  Condemnation.  (i) No  condemnation of any portion of the Project,
(ii) no  condemnation  or relocation of any roadways  abutting the Project,  and
(iii) no  denial  of  access  to the  Project  from any  point of  access to the
Project,  has commenced  or, to Borrower's  knowledge,  is  contemplated  by any
Governmental Authority.

         4.7 Condition of Improvements. To the best of Borrower's knowledge, the
foundations and structure of the  Improvements  are  structurally  sound and the
various  mechanical  systems have  adequate  capacities  and are in good working
condition. The Improvements were built in substantial compliance with applicable
plans and specifications  furnished to the Lender's engineering consultant,  and
the  Improvements  are in full  compliance  with all  applicable  Building Laws.
Certificates  of  occupancy  with  respect  to the  Improvements,  and any other
certificates  which may be required to evidence  compliance  with building codes
and  permits  and  approval  for  full  occupancy  of the  Improvements  and all
installations therein have been issued by all appropriate authorities.  Borrower
has no knowledge of required capital  expenditures or deferred maintenance other
than those that would be  normally  expected  for a building  of similar age and
type. No notice of violation of any Building Law has been received.

         4.8 Information  Correct.  All financial statements furnished to Lender
by Borrower or any Affiliated  Party fairly  present the financial  condition of
such  persons or  entities  and were  prepared  in  accordance  with a method of
preparation approved by Lender,  consistently applied, and all other information
previously furnished by Borrower or any Affiliated Party to Lender in connection
with the Loan are true, complete and correct in all respects except as otherwise
disclosed  to  Lender in  writing  and do not fail to state  any  material  fact
necessary  to make the  statements  made not  misleading.  Neither  Borrower nor
Indemnitor  has  misstated  or failed to  disclose to Lender any  material  fact
relating to: (i) the condition, use or operation of the Project, (ii) the status
or any  material  condition  of any tenant or lease at the Project  known to it,
(iii) Borrower,  (iv) any Indemnitor,  or (v) the litigation disclosure provided
by Borrower  and  Indemnitor,  except as disclosed in writing to Lender prior to
the date hereof.

         4.9  Material  Adverse  Change.  No  material  adverse  change  in  the
operations or financial  condition of Borrower or Indemnitor  has occurred since
the  respective  effective  dates  of  their  financial  statements   previously
submitted to Lender,  and no material adverse change in the condition  (physical
or   otherwise)   of  the   Project   has   occurred   since  the  date  of  the
Application/Commitment.

         4.10 Solvency. Neither Borrower, nor, if Borrower is a partnership, any
general  partner of Borrower nor any Indemnitor is (a) currently  insolvent on a
balance sheet basis, or (b) currently  unable to pay its debts as they come due;
and no bankruptcy or receivership  proceedings are contemplated or pending as to
any of them.


                                       16
<PAGE>



         4.11 Zoning. The use of the Project (including  contemplated  accessory
uses) does not violate (i) any Law  (including  subdivision,  zoning,  building,
environmental protection and wetlands protection Laws), or (ii) any restrictions
of record, or any agreement  affecting the Project or any part thereof.  Without
limiting the generality of the foregoing, all consents, licenses and permits and
all other authorizations or approvals (collectively,  "Governmental  Approvals")
relating to the use and operation of the Project have been complied with.

         4.12  Utilities.  The Project has adequate  water,  gas and  electrical
supply, facilities, other required public utilities, fire and police protection,
and means of appropriate access between the Project and public highways.

         4.13 Brokerage Fees. No brokerage fees or commissions are payable by or
to any person in  connection  with this  Agreement  or the Loan to be  disbursed
hereunder other than fees payable to Holliday Fenoglio Fowler,  L.P., which fees
shall be paid by Borrower.

         4.14  Encroachments.  Unless otherwise disclosed by the survey required
by Lender, no building or other  improvement in the Project  encroaches upon any
building line, setback line, side yard line, or any recorded or visible easement
(or other easement of which Borrower has knowledge with respect to the Project).

         4.15 Separate Parcel. The Project is taxed separately without regard to
any other property and for all purposes the Project may be mortgaged,  conveyed,
and otherwise dealt with as an independent parcel.

         4.16  ERISA.  The  assets  of  Borrower  are not "plan  assets"  of any
employee  benefit plan covered by ERISA or Section 4975 of the Internal  Revenue
Code. The  transactions  contemplated  by this Agreement by or with Borrower are
not in violation  of state  statutes  regulating  investments  of and  fiduciary
obligations with respect to "governmental plans", as defined in Section 3(32) of
ERISA.

         4.17 No  Default.  No Default or Event of Default has  occurred  and is
continuing.

         4.18 Trade Name;  Principal  Place of Business.  Borrower uses no trade
name  other  than its  actual  name set forth  herein.  The  principal  place of
business of Borrower is as stated on page 1 hereof.

         4.19 FIRPTA.  Borrower is not a "foreign  person" within the meaning of
Sections 1445 or 7701 of the Internal Revenue Code.

         4.20 RICO. Borrower has not been charged with nor, to its knowledge, is
it under investigation for, possible violations of the Racketeer  Influenced and
Corrupt   Organizations  Act,  the  Continuing   Criminal  Enterprise  Act,  the


                                       17
<PAGE>

Controlled  Substance  Act of 1978,  or similar laws  providing for the possible
forfeiture of any of its respective assets or properties.

         4.21 No  Casualty.  No part of the Project has been  damaged by fire or
other casualty except as disclosed in writing to Lender.

         4.22 Truth of Recitals.  All  statements  set forth in the Recitals are
true and correct.

         5. CASUALTY AND CONDEMNATION.

         5.1 Lender's  Election to Apply Insurance and Condemnation  Proceeds to
Indebtedness.  In the event of any loss or damage to any  portion of the Project
due to fire or other  casualty,  or any taking of any  portion of the Project by
condemnation or under power of eminent domain,  Lender shall have the right, but
not the obligation, to settle insurance claims and condemnation claims or awards
for more than $100,000.00 and if Lender elects not to settle such claim or award
then  Borrower  shall  settle such claim or award and such  settlement  or award
shall be subject to Lender's  prior written  approval.  Borrower  shall have the
right to settle claims or awards for  $100,000.00 or less,  provided that Lender
shall have the right to settle any claim or award that  Borrower has not settled
on or before one hundred  twenty (120) days after the date of such loss or prior
to the date of such taking.  If (i) no Default exists under the this  Agreement,
the Note or the other Loan Documents;  (ii) no more than one payment default has
occurred during the preceding twelve months;  (iii) no non-monetary  default has
occurred that has been noticed and remained  uncured beyond the applicable  cure
period; (iv) the proceeds received by Lender, together with any additional funds
deposited  with Lender by  Borrower,  are  sufficient,  in Lender's  discretion,
either to restore the Project to its condition  before the casualty or to remedy
the condemnation;  (v) the  Loan-to-value  ratio of the Project on completion of
the restoration  will be 65% or less, as determined by an Appraisal  (unless the
amount of proceeds is less than 3% of the original Loan  amount);  (vi) Borrower
complies  with all  conditions  set  forth  in  Section  5.2 of this  Agreement,
Borrower  shall be entitled to use the  insurance  or  condemnation  proceeds to
rebuild the Project or to remedy the effect of the condemnation, as the case may
be. The  Appraisal  required  pursuant to the  foregoing  provision  shall be at
Borrower's  expense and Borrower is required to provide proof of such payment to
Lender and Lender's  Mortgage  Correspondent.  In all other cases,  Lender shall
have the right  (but not the  obligation)  to  collect,  retain and apply to the
indebtedness  of Borrower  under this Agreement and the other Loan Documents all
insurance  and  condemnation   proceeds  (after  deduction  of  all  expense  of
collection and settlement, including attorney and adjusters' fees and expenses),
and if such proceeds are insufficient to pay such amount in full, to declare the
balance  remaining  unpaid  on the  Note  and  Mortgage  to be due  and  payable
forthwith and to avail itself of any of the remedies  afforded thereby as in the
case of any default  beyond  applicable  cure periods  thereunder.  Any proceeds
remaining after application to the indebtedness of Borrower under this Agreement
and the other Loan  Documents  shall be paid by Lender to  Borrower or the party
then entitled thereto.

                                       18
<PAGE>

         5.2 Borrower's  Obligation to Rebuild and Use of Proceeds Therefor.  If
Lender does not elect to or is not entitled to apply fire or casualty  insurance
proceeds to the  indebtedness,  as provided under Section 5.1 of this Agreement,
Lender  shall have the right (but not the  obligation)  to settle,  collect  and
retain such  proceeds,  and after  deduction of all expenses of  collection  and
settlement,  including attorney and adjusters' fees and expenses, to release the
same to Borrower periodically provided that Borrower shall:

                  (a) Expeditiously repair and restore all damage to the portion
         of the Project in question  resulting from such fire or other casualty,
         including completion of the construction if such fire or other casualty
         shall have occurred  prior to  completion,  so that the Project will be
         completed in accordance with the plans and specifications therefor; and

                  (b) If the  proceeds  of fire or casualty  insurance  (and the
         undisbursed  available Loan proceeds for construction) are, in Lender's
         sole judgment,  insufficient  to complete the repair and restoration of
         the  buildings,  structures  and other  improvements  constituting  the
         Project, then Borrower shall promptly deposit with Lender the amount of
         such deficiency.

         Any  request  by  Borrower  for a  disbursement  by  Lender  of fire or
casualty  insurance  proceeds and funds  deposited by Borrower  pursuant to this
Section 5.2 and the  disbursement  thereof shall be conditioned  upon Borrower's
compliance with and  satisfaction  of the same conditions  precedent as would be
applicable in connection with construction  loans made by institutional  lenders
for  projects  similar  to  the  Project,   including   approval  of  plans  and
specifications,  submittal of evidence of completion,  updated title  insurance,
lien waivers, and other customary safeguards.

         6. ASSIGNMENTS.

         6.1  Lender's  Right to Assign.  Lender shall have the right to assign,
transfer,  sell,  negotiate,  pledge or otherwise hypothecate this Agreement and
any of its rights and security hereunder,  including the Note, Mortgage, and any
other Loan Documents. Borrower hereby agrees that all of the rights and remedies
of Lender in  connection  with the  interest  so assigned  shall be  enforceable
against Borrower by such assignee with the same force and effect and to the same
extent  as the  same  would  have  been  enforceable  by  Lender  but  for  such
assignment.   Borrower   agrees  that  Lender  shall  have  the  right  to  sell
participations  in the  Loan or to  include  the Note in a  securitized  pool of
indebtedness without the consent of Borrower.

         6.2  Prohibition of Assignments by Borrower.  Borrower shall not assign
or attempt to assign its rights under this  Agreement.  Borrower will not suffer
or permit any of its  interest  or rights in the Project to be  assigned,  sold,
pledged,  encumbered,  transferred,  hypothecated or otherwise disposed of until
the  provisions of this Agreement have been fully complied with and the Loan and


                                       19
<PAGE>

all other sums  evidenced  by the Note and/or  secured by the Mortgage and other
Loan Documents have been repaid in full.

         6.3 Transfers of Interests in Borrower . For  estate-planning  purposes
only,  Borrower,  or any partner,  member or  shareholder  of Borrower  shall be
permitted to make a sale, conveyance, transfer or other vesting of any direct or
indirect  interest in Borrower  (other  than a general  partnership  interest in
Borrower if Borrower is a partnership) up to an aggregate,  over the term of the
Loan, of twenty-five  (25%) percent of the total interests in Borrower,  without
the prior consent of Lender,  provided that any such sale, conveyance,  transfer
or other vesting does not change the direct or indirect control or management of
Borrower.  Copies of any and all documents evidencing any such sale, conveyance,
transfer or other  vesting must be provided to Lender  within  fifteen (15) days
after the occurrence of said action including,  without limitation,  a statement
detailing the action and a listing of reallocations and percentages of ownership
interest in  Borrower.  Notwithstanding  the  foregoing,  any sale,  conveyance,
transfer or other vesting of any direct or indirect interest in Borrower,  other
than  the  above  said  25%  aggregate   amount,  or  for  purposes  other  than
estate-planning,  or any change of direct or indirect  control or  management of
Borrower or any  encumbrance of or granting of any security  interest in Project
or Borrower, if such event occurs without Lender's written consent (which Lender
may withhold at its sole discretion), shall constitute an event of default under
the Loan Documents.  Borrower shall pay Lender's out-of-pocket expenses incurred
in connection with the review of any sale, conveyance, transfer or other vesting
pursuant to this Section 6.3 and pursuant to Section 6.2 hereof.

         6.4 Successors  and Assigns  Subject to the foregoing  restrictions  on
transfer and assignment  contained in this Section 6, this Agreement shall inure
to the  benefit  of and  shall  be  binding  on the  parties  hereto  and  their
respective successors and assigns.

         6.5 One Time Transfer Right Notwithstanding the foregoing, Lender shall
consent to a one-time transfer of the Project to a purchaser, if the Loan is not
in default and if Lender approves of the proposed buyer's  ownership  structure,
financial strength, creditworthiness and management capabilities. The transferee
and its principals  must assume all of Borrower's  liabilities  and  obligations
under  the  terms  of  the  Loan  Documents   including  those  liabilities  and
obligations  listed in Section  9.18,  clauses (i) through  (xii).  Borrower and
Indemnitor shall not remain liable for any liabilities and obligations described
in the Loan Documents and at Section 9.18, clauses (i) through (xii) of the Loan
first  occurring  after such transfer;  however,  Borrower and Indemnitor  shall
remain liable for any  liabilities  and obligations in the Loan Documents and at
Section 9.18 clauses (i) through (xii) first  occurring  prior to such transfer.
Such a transfer will be  conditioned  on the payment of an assumption fee of one
percent  (1%) of the then  outstanding  principal  balance.  Lender shall not be
obligated to entertain any request from a proposed buyer for the modification of
the Loan Documents.


                                       20
<PAGE>

         7. EVENTS OF DEFAULT.

         7.1 The occurrence of any one or more of the following shall constitute
an "Event of Default," as such term is used herein:

                  (a) If Borrower  fails to pay principal or interest  under the
         Note when due and fails to cure such default within ten (10) days after
         written  notice  thereof  from  Lender  provided;   however,   Lender's
         obligation  to provide  written  notice of  monetary  default  shall be
         limited to not more than two times during any  consecutive  twelve (12)
         month period;

                  (b) If  Borrower  defaults  in the  performance  of any of its
         other  covenants,  agreements  and  obligations  under  this  Agreement
         involving the payment of money;

                  (c) If  Borrower  defaults  in the  performance  of any of its
         non-monetary covenants, agreements and obligations under this Agreement
         and fails to cure such default  within  thirty (30) days after  written
         notice thereof from Lender provided,  however,  that if such default is
         reasonably  susceptible of cure, but cannot be cured within such thirty
         (30) day period,  then so long as Borrower promptly  commences cure and
         thereafter diligently pursues such cure to completion,  the cure period
         shall be  extended  for an  additional  sixty (60) days,  within  which
         Borrower may complete such cure;

                  (d) If at any time or times  hereafter any  representation  or
         warranty  (including the representations and warranties of Borrower set
         forth in any Loan Document), statement, report or certificate furnished
         to Lender in  connection  with the Loan is not true and  correct in any
         material respect;

                  (e) If any  petition  is filed by or against  Borrower  or any
         Affiliated Party under the Federal Bankruptcy Code or any similar state
         or federal Law, whether now or hereafter  existing (and, in the case of
         involuntary  proceedings,  failure  to cause  the  same to be  vacated,
         stayed or set aside within thirty (30) days after filing);

                  (f)  If  any  assignment,   pledge,   encumbrance,   transfer,
         hypothecation or other  disposition is made in violation of Section 6.2
         or Section 6.3 of this Agreement;

                  (g) If  Borrower,  any  general  partner  of  Borrower  or any
         Guarantor or Indemnitor  shall fail to pay any debt owed by it or is in
         default under any agreement  with Lender or any other party (other than
         a failure or default  for which the  maximum  liability  of Borrower or
         such general  partner,  Guarantor or Indemnitor  does not exceed 25% of
         their  respective  assets) and such failure or default  continues after
         any  applicable  grace period  specified in the instrument or agreement
         relating thereto; or

                                       21
<PAGE>

                  (h) If a default  occurs under any of the Loan  Documents  and
         continues  beyond  the  applicable  grace  period,  if  any,  contained
         therein.

         8. REMEDIES.

         8.1 Remedies Conferred Upon Lender. Upon the occurrence of any Event of
Default,  including without  limitation the filing, by Borrower,  of a voluntary
petition  under Chapter 11 of the Bankruptcy  Code,  Lender shall have the right
(but not the  obligation)  to pursue any one or more of the  following  remedies
concurrently or successively,  it being the intent hereof that all such remedies
shall be  cumulative  and that no such remedy  shall be to the  exclusion of any
other:

                  (a)      Declare the Note to be immediately due and payable;

                  (b) Use and  apply  any  monies  deposited  by  Borrower  with
         Lender,  including  amounts in the Escrow  Account,  regardless  of the
         purpose for which the same was  deposited,  to cure any such default or
         to apply on account of any  indebtedness  under this Agreement which is
         due and owing to Lender; and

                  (c)  Exercise  or pursue any other  right or remedy  permitted
         under this  Agreement or any of the Loan Documents or conferred upon or
         available to Lender at law or in equity or otherwise.

         8.2  Non-Waiver  of  Remedies.  No  waiver  of any  breach  or  default
hereunder  shall  constitute  or be  construed  as a  waiver  by  Lender  of any
subsequent  breach or default or of any breach or default of any other provision
of this Agreement.

         8.3  Cash  Collateral  Account.  Upon  the  occurrence  of an  Event of
Default,  Borrower  shall deposit all revenues from the operation of the Project
into an account  held by and  pledged  to Lender  ("Cash  Collateral  Account").
Lender  shall  not pay  interest  on any  amounts  held on  deposit  in the Cash
Collateral  Account,  unless required to do so under  applicable  law.  Borrower
shall execute such documents as Lender, in its sole discretion,  deems necessary
to perfect its interest in the Cash Collateral Account.

         9. GENERAL PROVISIONS

         9.1  Captions.  The  captions  and  headings  of various  Articles  and
Sections of this Agreement and Exhibits  pertaining  hereto are for  convenience
only and are not to be  considered as defining or limiting in any way, the scope
or intent of the provisions hereof.

                                       22
<PAGE>

         9.2 Merger.  This Agreement,  the  Application/Commitment  and the Loan
Documents and instruments  delivered in connection  herewith,  as may be amended
from time to time in writing,  constitute  the entire  agreement  of the parties
with  respect  to  the  Project  and  the  Loan,  and  all  prior   discussions,
negotiations and document drafts are merged herein and therein. If there are any
inconsistencies  between the  Application/Commitment  and this  Agreement or the
Loan  Documents,  the terms  contained  in this  Agreement  and the  other  Loan
Documents  shall prevail.  Neither Lender nor any employee of Lender has made or
is authorized to make any  representation  or agreement  upon which Borrower may
rely unless  such  matter is made for the benefit of Borrower  and is in writing
signed by an authorized  officer of Lender.  Borrower agrees that it has not and
will not rely on any custom or practice  of Lender,  or on any course of dealing
with Lender,  in  connection  with the Loan unless such matters are set forth in
this Agreement or the Loan Documents or in an instrument made for the benefit of
Borrower and in a writing signed by an authorized officer of Lender.

         9.3 Notices. Any notice,  demand,  request or other communication which
any party  hereto may be  required or may desire to give  hereunder  shall be in
writing, addressed as follows and shall be deemed to have been properly given if
hand delivered,  if sent by reputable  overnight courier (effective the business
day  following  delivery to such courier) or if mailed  (effective  two business
days after  mailing) by United  States  registered  or certified  mail,  postage
prepaid, return receipt requested:

         If to Borrower:

                           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.

         If to Lender:

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

         with a copy to:

                                       23
<PAGE>

                           Morrison & Hecker L.L.P.
                           2800 North Central Avenue
                           Suite 1600
                           Phoenix, Arizona  85004
                           Attn:  Lawrence C. Petrowski, Esq.

or at such  other  address  as the  party  to be  served  with  notice  may have
furnished in writing to the party seeking or desiring to serve notice as a place
for the service of notice.  Notices  given in any other  fashion shall be deemed
effective only upon receipt.

         9.4 Modification; Waiver. No modification, waiver, amendment, discharge
or change of this  Agreement  shall be valid  unless the same is in writing  and
signed by the party against which the enforcement of such modification,  waiver,
amendment, discharge or change is sought. Lender reserves the right to charge an
administrative fee for any such modification,  waiver, amendment,  discharge, or
change of this Agreement.

         9.5 Governing  Law. THIS  AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED
UNDER THE INTERNAL  LAWS (AS OPPOSED TO THE LAWS OF  CONFLICTS)  OF THE STATE OF
ARIZONA.

         9.6  Acquiescence  Not to Constitute  Waiver of Lender's  Requirements.
Each and every  covenant and  condition  for the benefit of Lender  contained in
this Agreement may be waived by Lender.

         9.7  Disclaimer  by  Lender.  (a)This  Agreement  is made  for the sole
benefit  of  Borrower  and Lender  (and  Lender's  successors  and  assigns  and
participants,  if any),  and no other person or persons shall have any benefits,
rights or  remedies  under or by reason of this  Agreement,  or by reason of any
actions taken by Lender pursuant to this  Agreement.  Lender shall not be liable
for any debts or claims accruing in favor of any third parties against  Borrower
or others or against the  Project.  Borrower is not and shall not be an agent of
Lender for any purposes.  Except as expressly  set forth in the Loan  Documents,
Lender is not and shall not be an agent of Borrower for any purposes. Lender, by
making  the Loan or taking  any action  pursuant  to any of the Loan  Documents,
shall not be deemed a partner or a joint  venturer with Borrower or fiduciary of
Borrower.

                  (b) Any  review,  investigation  or  inspection  conducted  by
Lender, any architectural or engineering  consultants  retained by Lender or any
agent or  representative of Lender in order to verify  independently  Borrower's
satisfaction  of any  conditions  precedent  to the  disbursement  of the  Loan,
Borrower's  performance of any of the covenants,  agreements and  obligations of
Borrower  under  this  Agreement,  or  the  truth  of  any  representations  and
warranties  made by Borrower  hereunder  (regardless of whether or not the party
conducting such review,  investigation or inspection should have discovered that
any of such conditions  precedent were not satisfied or that any such covenants,


                                       24
<PAGE>

agreements or obligations were not performed or that any such representations or
warranties  were not true),  shall not affect,  or constitute a waiver by Lender
of, (i) any of Borrower's representations and warranties under this Agreement or
Lender's  reliance thereon,  or (ii) Lender's  reliance upon any  certifications
required  under  this  Agreement  or any other  facts,  information  or  reports
furnished Lender by Borrower hereunder.

                  (c)  By  accepting  or  approving   anything  required  to  be
observed,  performed,  fulfilled  or  given  to  Lender  pursuant  to  the  Loan
Documents,  including  any  certificate,  statement  of profit and loss or other
financial statement,  survey, appraisal, lease or insurance policy, Lender shall
not be  deemed to have  warranted  or  represented  the  sufficiency,  legality,
effectiveness  or  legal  effect  of the  same,  or of any  term,  provision  or
condition thereof,  and such acceptance or approval thereof shall not constitute
a warranty or representation to anyone with respect thereto by Lender.

         9.8 Right of Lender to Make Advances to Cure  Borrower's  Defaults.  If
Borrower shall fail to perform in a timely fashion any of Borrower's  covenants,
agreements or  obligations  contained in this  Agreement or the Loan  Documents,
Lender  may (but  shall  not be  required  to)  perform  any of such  covenants,
agreements and obligations.  Any funds advanced by Lender in the exercise of its
judgment  that the same are  needed to  protect  its  security  for the Loan are
deemed to be obligatory  advances hereunder and any amounts expended (whether by
disbursement  of undisbursed  Loan proceeds or otherwise) by Lender in so doing,
shall constitute additional  indebtedness evidenced and secured by the Note, the
Mortgage  and the  other  Loan  Documents,  shall  bear  interest  from the date
expended at the Default Rate and be payable  together  with such  interest  upon
demand.

         9.9  Definitions  Include  Amendments.  Definitions  contained  in this
Agreement  which  identify  documents,  including the Loan  Documents,  shall be
deemed to include all amendments and supplements to such documents from the date
hereof, and all future amendments and supplements thereto entered into from time
to time to satisfy the  requirements  of this  Agreement or  otherwise  with the
consent of the  Lender.  Reference  to this  Agreement  contained  in any of the
foregoing documents shall be deemed to include all amendments and supplements to
this Agreement.

         9.10  Time Is of the  Essence.  Time is  hereby  declared  to be of the
essence of this Agreement and of every part hereof.

         9.11 Execution in  Counterparts.  This Agreement may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which  when so  executed  shall be deemed to be an  original  and all of
which taken together shall constitute one and the same agreement.

         9.12  Waiver of  Consequential  Damages.  In no event  shall  Lender be
liable to Borrower for consequential damages, whatever the nature of a breach by
Lender of its obligations  under this  Agreement,  or any of the Loan Documents,


                                       25
<PAGE>

and Borrower for itself and all Affiliated  Parties hereby waives all claims for
consequential damages.

         9.13 Claims Against  Lender.  Lender shall not be in default under this
Agreement,  or  under  any  other  Loan  Documents,   unless  a  written  notice
specifically setting forth the claim of Borrower shall have been given to Lender
within  thirty (30) days after  Borrower  first had  knowledge of, or reasonably
should have had knowledge of, the occurrence of the event which Borrower alleges
gave rise to such claim and Lender does not remedy or cure the  default,  if any
there be,  promptly  thereafter.  If it is  determined in any  proceedings  that
Lender  has  improperly  failed to grant its  consent  or  approval,  where such
consent or approval is required by this  Agreement or any other Loan  Documents,
Borrower's sole remedy shall be to obtain  declaratory  relief  determining such
withholding  to have been improper,  and for itself and all Affiliated  Parties,
Borrower  hereby  waives  all  claims for  damages  or  set-off  against  Lender
resulting from any withholding of consent or approval by Lender.

         9.14  Jurisdiction  and  Venue.  With  respect  to any suit,  action or
proceedings  relating to this Agreement,  the Project,  or any of the other Loan
Documents   ("Proceedings")   each  party   irrevocably   (i)   submits  to  the
non-exclusive  jurisdiction  of (A) the state and federal  courts located in the
State  where the  Project is located,  (B) the  federal  court for the  Northern
District of Illinois  and (C) the Circuit  Court of Cook County,  Illinois,  and
(ii) waives any  objection  which it may have at any time to the laying of venue
of any  proceedings  brought  in any such  court,  waives  any  claim  that such
Proceedings  have been brought in an  inconvenient  forum and further waives the
right to object, with respect to such Proceedings, that such court does not have
jurisdiction  over such party.  Nothing in this Agreement  shall preclude either
party from bringing  Proceedings in any other jurisdiction nor will the bringing
of  Proceedings  in any one or  more  jurisdictions  preclude  the  bringing  of
Proceedings in any other jurisdiction.

         9.15  Severability.  The parties  hereto  intend and believe  that each
provision  in this  Agreement  comports  with all  applicable  local,  state and
federal Laws. However, if any provision or provisions,  or if any portion of any
provision or  provisions,  in this Agreement is found by a court of law to be in
violation of any  applicable  Law,  and if such court  declaress  such  portion,
provision,  or provisions of this  Agreement to be illegal,  invalid,  unlawful,
void or  unenforceable  as written,  then it is the intent of all parties hereto
that such portion,  provision, or provisions shall be given force to the fullest
possible  extent  that  they are  legal,  valid  and  enforceable,  and that the
remainder of this  Agreement  shall be construed  as if such  illegal,  invalid,
unlawful,  void, or  unenforceable  portion,  provision,  or provisions were not
contained herein,  and that the rights,  obligations,  and interests of Borrower
and Lender under the remainder of this  Agreement  shall  continue in full force
and effect.

         9.16  Incorporation of Recitals.  The Recitals set forth herein and the
Exhibits  attached  hereto are  incorporated  herein and  expressly  made a part
hereof.

                                       26
<PAGE>

         9.17 WAIVER OF JURY TRIAL.  BORROWER  AND LENDER EACH HEREBY  WAIVE ANY
RIGHT TO A TRIAL BY JURY IN ANY  ACTION OR  PROCEEDING  TO ENFORCE OR DEFEND ANY
RIGHTS UNDER THIS  AGREEMENT OR ANY OTHER LOAN  DOCUMENT OR RELATING  THERETO OR
ARISING FROM THE LENDING RELATIONSHIP WHICH IS THE SUBJECT OF THIS AGREEMENT AND
AGREE THAT ANY SUCH ACTION OR  PROCEEDING  SHALL BE TRIED BEFORE A COURT AND NOT
BEFORE A JURY.

         9.18 The Loan shall be  non-recourse  to the Borrower.  Notwithstanding
the  foregoing,  Borrower  and,  if  Borrower  is  a  partnership,  its  general
partner(s),  shall be liable for and shall  indemnify and defend Lender against,
and hold Lender harmless from and against  Lender's costs,  expenses  (including
reasonable attorney fees), losses and damages caused by or related to any of the
following  "Recourse Events"  committed,  permitted or omitted by Borrower,  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 Borrower;  (iii) failure to pay, or
to make  sufficient  payments  into the Escrow  Account  pursuant to Section 3.1
hereof 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 Lender 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  warranties,
representations,  covenants or  indemnifications  described in the Environmental
Indemnity  Agreement;  (vii)  destruction  or removal of  fixtures  or  personal
property  securing the Loan from the Project,  unless replaced by items of equal
value;  (viii)  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
Borrower, its agents, employees and/or contractors of such non-compliance;  (ix)
failure to pay to Lender any rent,  income or  profits  which have been  prepaid
more than 30 days in advance if such  advance  payments  exceed 10% of the total
annual rental income;  (x) willful or grossly negligent  violation of applicable
law; and (xi) failure of Borrower to pay all amounts  payable  under the Note in
full, together with reasonable attorney fees, if Borrower transfers or encumbers
the Project in contravention of the Loan Documents, or (xii) if Borrower 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 Lender by foreclosure of
deed or other conveyance in lieu of foreclosure or otherwise.

         Nothing  contained  herein shall be  construed  to prevent  Lender from
exercising  any remedy  allowed by Law or by the terms of this  Agreement or any
other Loan  Document  which does not result in an  obligation by Borrower or, if
Borrower is a general partnership, any of its general partners, to pay money.

                                       27
<PAGE>

         IN WITNESS WHEREOF, Borrower and Lender have executed this Agreement as
of the day and year first set forth above.

                                    BORROWER:

                                    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


                                     LENDER:

                                     JACKSON NATIONAL LIFE INSURANCE COMPANY,
                                     a  Michigan corporation

                                     By:  PPM Finance, Inc., it authorized agent


                                          By:      /s/ David M. Zachar
                                                -----------------------------
                                          Print Name:  David M. Zachar
                                          Its:  Executive Vice President




                                       28