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                                Exhibit No. 10.58



                   Form of Note Purchase Agreement between the
                  Company and the Purchasers of 10% Convertible
                     Notes (Exhibits and Schedules Omitted).






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                             NOTE PURCHASE AGREEMENT


         THIS AGREEMENT ("Agreement") is made this ___ day of April 1998,
between Consolidated Capital of North America, Inc., a Colorado corporation (the
"Company") and the entities set forth on Schedule I hereto (hereinafter referred
to collectively as the "Purchasers" and individually a "Purchaser").


                                     RECITAL

         WHEREAS, the Company has authorized the issuance and sale of the
Company's 10% Convertible Notes up to an aggregate principal amount of
$5,000,000 having the terms set forth in Exhibit A attached hereto (the
"Notes"); and

         WHEREAS, each Purchaser desires to purchase the Notes set forth on
Schedule I hereto.

         NOW, THEREFORE, in consideration of the foregoing and of the terms and
conditions contained in this Agreement, the Company and each Purchaser agree as
follows:

         1.    PURCHASE AND SALE OF NOTES. Subject to the terms and conditions
contained in this Agreement, at the Closing (as hereinafter defined) each
Purchaser shall purchase from the Company and the Company shall sell to each
Purchaser the Notes set forth on Schedule I hereto.

         2.    CLOSING.

         2.1   Date of Closing. The closing of the purchase and sale of the 
Notes (the "Closing") shall take place on April __, 1998 or such other day as
agreed to by the parties (the "Closing Date").

         2.2   Items to be Delivered to Purchaser. The following shall be
delivered by the Company to each Purchaser on the Closing Date:

               (a) the Notes purchased by such Purchaser;

               (b) a legal opinion of counsel to the Company covering the due
         execution, delivery and binding effect of this Agreement and the Notes;
         and

               (c) a certificate of the secretary or an assistant secretary of
         the Company certifying (i) an attached complete and correct copy of its
         articles of incorporation, (ii) an attached complete and correct copy
         of its bylaws, and (iii) an attached complete and correct copy of
         resolutions duly adopted by its board of directors authorizing the
         execution, delivery and performance of this Agreement and the Notes.

         2.3   Items to be Delivered to the Company. The following shall be
delivered by each Purchaser to the Company on the Closing Date:

               (a) The purchase price set forth on Schedule I by wire transfer
         to the account designated by the Company.


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         3.       REPRESENTATIONS AND WARRANTIES.

         3.1      Representations and Warranties of the Company. The Company
represents and warrants that as of the date of this Agreement:

                  (a) Existence. The Company is a corporation duly organized and
         in good standing under the laws of the State of Colorado and is duly
         qualified to do business and is in good standing in all states where
         such qualification is necessary, except for those jurisdictions in
         which the failure to qualify would not, in the aggregate, have a
         material adverse effect on the Company's financial condition, results
         of operations or business.

                  (b) Authority. The execution and delivery by the Company of
         this Agreement and the Notes (i) are within the Company's corporate
         powers; (ii) are duly authorized by the Company's board of directors;
         (iii) are not in contravention of the terms of the Company's
         certificate of incorporation or bylaws; (iv) are not in contravention
         of any law or laws; (v) except for the filing of a Form D Notice with
         the Securities and Exchange Commission and any exemption filing related
         thereto which may be required pursuant to applicable state securities
         or "blue sky" laws, do not require any governmental consent,
         registration or approval; (vi) do not contravene any contractual or
         governmental restriction binding upon the Company; and (vii) will not
         result in the imposition of any lien, charge, security interest or
         encumbrance upon any property of the Company under any existing
         indenture, mortgage, deed of trust, loan or credit agreement or other
         material agreement or instrument to which the Company is a party or by
         which the Company or any of the Company's property may be bound or
         affected.

                  (c) Binding Effect. This Agreement and the Notes have been
         duly authorized, executed and delivered by the Company and constitute
         the valid and legally binding obligation of the Company, enforceable in
         accordance with their respective terms, subject to bankruptcy,
         insolvency, reorganization and other laws of general applicability
         relating to or affecting creditors' rights and to general equity
         principles.

                  (d) Capitalization. The authorized capital stock of the
         Company consists of 50,000,000 shares of Common Stock, par value $.0001
         per share, 17,975,756 shares of which are issued and outstanding and
         10,000,000 shares of Preferred Stock, par value $.01 per share, of
         which the following Preferred Shares are authorized, issued and
         outstanding: Series A Preferred Shares, par value $1.00 per share,
         authorized 1,000,000 shares, 744,000 shares issued and outstanding;
         Series B Preferred Shares, par value $1.00 per share, authorized
         1,000,000 shares, 449,000 shares issued and outstanding; Series C
         Preferred Shares, stated value $10,000 per share, authorized 200
         shares, 200 shares issued and outstanding. The shares of common stock
         issuable upon conversion of the Notes (the "Conversion Shares") and the
         shares of common stock issuable in lieu of cash interest payments on
         the Notes (the "Interest Shares" and together with the Conversion
         Shares, the "Shares") have been duly and validly authorized and
         reserved for issuance and, when issued and delivered in accordance with
         the terms of this Agreement, will be duly and validly issued, fully
         paid and non-assessable. All outstanding securities of the Company that
         are convertible into Common Shares of the Company, and all securities
         of the Company that have registration rights, are set forth on Schedule
         3.1(d) attached hereto.

                  (e) SEC Documents. The Company has furnished each Purchaser
         with a true and complete copy of the Company's Report on Form 8-K filed
         on January 27, 1998, as amended on 




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         January 29, 1998 and March 27, 1998, Report on Form 8-K filed on
         January 28, 1998 as amended on January 29, 1998, Report on Form 8-K
         filed on March 3, 1998 and the Company's Form 10-KSB for the fiscal
         year ended December 31, 1997 (the "Disclosure Documents"). Except as
         disclosed in the Disclosure Documents, since December 31, 1997 the
         Company has not incurred any material liability except in the ordinary
         course of its business consistent with past practice and there has not
         been any change in the business, financial condition or results of
         operations of the Company which has had a material adverse effect on
         the Company. Since January 1, 1997, the Company has filed with the
         Securities and Exchange Commission (the "SEC") all documents required
         to be filed pursuant to the Securities Exchange Act of 1934, as amended
         (the "Exchange Act"), and the rules and regulations promulgated
         thereunder. As of its dates, the Disclosure Documents complied in all
         material respects with the requirements of the Exchange Act, and the
         rules and regulations of the SEC thereunder applicable to such
         Disclosure Documents, and the Disclosure Documents did not contain any
         untrue statement of a material fact or omitted to state a material fact
         required to be stated therein or necessary to make the statements
         therein, in light of the circumstances under which they were made, not
         misleading. The financial statements of the Company included in the
         Disclosure Documents (the "Financial Statements") comply as to form in
         all material respects with applicable accounting requirements and with
         the published rules and regulations of the SEC with respect thereto.
         The Financial Statements are accurate, complete and have been prepared
         in accordance with the books and records of the Company and in
         accordance with generally accepted accounting principles applied on a
         consistent basis during the periods involved (except as may be
         indicated in the notes thereto and fairly present (subject, in the case
         of the unaudited statements, to normal, recurring audit adjustments
         that are not material) the consolidated financial position of the
         Company as at the dates thereof and the consolidated results of its
         operations and cash flows for the periods then ended.

                  (f) Litigation. There is neither pending nor, to the Company's
         knowledge and belief, threatened any action, suit, proceeding or claim,
         or any basis therefor, to which the Company is or may be named as a
         party or its property is or may be subject or which calls into question
         any of the transactions contemplated by this Agreement.

                  (g) Securities Matters. Subject to the accuracy of the
         representations of the Purchaser set forth in Section 3.2 hereof, the
         offer, sale and issuance of the Notes and the Shares as contemplated by
         this Agreement are exempt from the registration requirements of the
         Securities Act of 1933 as amended (the "Securities Act"). The Company
         has complied and will comply with all applicable state "blue sky" or
         securities laws in connection with the offer, sale and issuance of the
         Notes and the Shares as contemplated by this Agreement.

         3.2      Representations and Warranties of the Purchasers. Each 
Purchaser represents and warrants that as of the date of the execution of this
Agreement:

                  (a) Authorization. This Agreement constitutes a valid and
         legally binding obligation of such Purchaser.

                  (b) Investment Representations (i) The Purchaser has received
         and reviewed the Company's Disclosure Documents and the Purchaser or
         the Purchaser's designated representatives have concluded a
         satisfactory due diligence investigation of the Company and have had an
         opportunity to have all their questions regarding the Company
         satisfactorily answered.

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                           (ii)   The Purchaser acknowledges that the Notes and
                  the Shares are speculative and involve a high degree of risk
                  and the Purchaser represents that it is able to sustain the
                  loss of the entire amount of its investment.

                           (iii)  The Purchaser (or its members and/or officers)
                  has previously invested in unregistered securities and has
                  sufficient financial and investing expertise to evaluate and
                  understand the risks of the Notes and the Shares.

                           (iv)   The Purchaser has received from the Company,
                  and is relying on, no representations (except as set forth in
                  this Agreement) or projections with respect to the Company's
                  business and prospects.

                           (v)    The Purchaser is an "accredited investor" 
                  within the meaning of Regulation D under the Securities Act.

                           (vi)   The Purchaser is acquiring the Notes and the
                  Shares for investment purposes only without intent to
                  distribute the same, and acknowledges that the Notes and the
                  Shares have not been registered under the Securities Act and
                  applicable state securities laws, and accordingly, constitute
                  "restricted securities" for purposes of the Securities Act and
                  such state securities laws.

                           (vii)  The Purchaser acknowledges that it will not be
                  able to transfer the Notes and the Shares except upon
                  compliance with the registration requirements of the
                  Securities Act and applicable state securities laws or
                  exemptions therefrom.

                           (viii) The certificates and/or instruments evidencing
                  the Notes and the Shares will contain a legend to the
                  foregoing effect.


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         4.       REGISTRATION RIGHTS.

         4.1      Registration of Shares. (a) The Company shall prepare and file
with the SEC a registration statement as soon as practical, which registration
statement shall include the Shares, and shall thereafter use its best efforts to
have such registration statement declared effective within 90 days after the
Closing Date (the "Target Date") and remain effective until the earlier of the
date on which all the Shares are sold or two years after the Closing Date (the
"Effective Period"). The Company shall prepare and file with the SEC such
amendments and supplements to such registration statement and the prospectus
used in connection therewith as may be necessary to keep such registration
statement effective throughout the Effective Period and to comply with the
provisions of the Securities Act with respect to the sale or other disposition
of the Shares covered by such registration statement whenever the Purchaser
shall desire to sell or otherwise dispose of the same.

                  (b) If a registration statement covering all Shares is not
         effective by the Target Date, the Company shall pay to the Purchasers
         as liquidated damages an aggregate amount equal to one and one half
         percent (1 1/2%) of the total purchase price of the Notes for each
         thirty (30) day period following the Target Date until such time as the
         registration statement is declared effective. The payment set forth
         above shall be pro-rated daily as to any period of less than thirty
         (30) days. Such payment shall be made to each Purchaser by cashier's
         check or wire transfer in immediately available funds to such account
         as shall be designated in writing by the Purchaser and shall be paid
         irrespective of the amount of Shares held by Purchaser on the Target
         Date and thereafter.

                  (c) If the effectiveness of the Registration Statement is
         suspended or a current prospectus meeting the requirements of Section
         10 of the Act is not available for delivery by the Purchaser for a
         period of more than thirty (30) days (either referred to herein as a
         "suspension"), the Company shall pay to the Purchasers as liquidated
         damages an aggregate amount equal to one and one half percent (1 1/2%)
         of the total purchase price of the Notes for each thirty (30) day
         period following the initial thirty (30) days of the suspension. Such
         amounts shall be pro-rated daily and paid to each Purchaser by
         cashier's check or wire transfer in immediately available funds to such
         account as shall be designated in writing by the Purchaser.

                  (d) Any amount payable pursuant to the foregoing provisions
         shall be delivered on or before the fifth (5th) day following the end
         of the calendar month in which such payment or delivery obligation
         arose.

                  (e) The Company shall file a request for acceleration of
         effectiveness of the registration statement within five days after it
         has received a no review/no further comment determination from the SEC.

         4.2      Participation in Registered Offerings ("Piggyback Rights" for
Shares). If the Company at any time after the date of this Agreement and prior
to the second anniversary of this Agreement proposes or is required to register
any of its shares or other equity securities for public sale for cash under the
Securities Act (other than on Forms S-4 or S-8 or similar registration forms),
it will at each such time or times give written notice to the Purchaser of its
intention to do so. Upon the written request of the Purchaser given within
twenty (20) days after receipt of any such notice, the Company shall use its
best efforts to cause to be included in such registration any Shares held by the
Purchaser or Shares obtainable upon conversion of the Note and requested to be
registered under the Securities Act and any applicable 



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state securities laws; provided, that if the managing underwriter advises that
less than all of the shares to be registered should be offered for sale so as
not materially and adversely to affect the price or salability of the offering
being registered by the Company, the Purchaser (but not the Company to the
extent it desires to include shares for its own account) shall reduce the number
of its shares to be included in the registration statement as required by the
underwriter to the extent requisite to permit the sale or other disposition (in
accordance with the intended method of disposition thereof as aforesaid) by the
prospective seller or sellers of the securities so registered. The registration
requested pursuant to this Section 4.2 is referred to herein as the "Piggyback
Registration".

         4.3      Obligations of the Purchaser. It shall be a condition 
precedent to the obligation of the Company to register any Shares pursuant to
this Section 4 that Purchaser shall furnish to the Company such information
regarding the Shares held and the intended method of disposition thereof and
other information concerning the Purchaser as the Company shall reasonably
request and as shall be required in connection with the registration statement
to be filed by the Company. If after a registration statement becomes effective
the Company advises the Purchaser that the Company considers it appropriate to
amend or supplement the applicable registration statement, the Purchaser shall
suspend further sales of the Shares until the Company advises the Purchaser that
such registration statement has been amended or supplemented.

         4.4      Registration Proceedings. Whenever the Company is required by
the provisions of this Section 4 to effect the registration of the Shares under
the Securities Act, the Company shall:

                  (i)      Prepare and file with the SEC a registration
                           statement with respect to such securities and use its
                           best efforts to cause such registration statement to
                           become and remain effective;

                  (ii)     Prepare and file with the SEC such amendments to such
                           registration statement and supplements to the
                           prospectus contained therein as may be necessary to
                           keep such registration statement effective;

                  (iii)    Furnish to the Purchaser and to the underwriters of
                           the securities being registered such reasonable
                           number of copies of the registration statement,
                           preliminary prospectus, final prospectus and such
                           other documents as such underwriters may reasonably
                           request in order to facilitate the public offering of
                           such securities;

                  (iv)     Use its best efforts to register or qualify the
                           securities covered by such registration statement
                           under such state securities or Blue Sky Laws of such
                           jurisdictions as the Purchaser may reasonably request
                           within twenty (20) days following the original filing
                           of such registration statement, except that the
                           Company shall not for any purpose be required to
                           execute a general consent to service of process or to
                           qualify to do business as a foreign corporation in
                           any jurisdiction wherein it is not so qualified;

                  (v)      Notify the Purchaser, promptly after it shall receive
                           notice thereof, of the time when such registration
                           statement has become effective or a supplement to any
                           prospectus forming a part of such registration
                           statement has been filed;

                  (vi)     Notify the Purchaser promptly of any request by the
                           SEC for the amending or




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                           supplementing of such registration statement or
                           prospectus or for additional information; and

                  (vii)    Prepare and promptly file with the SEC and promptly
                           notify the Purchaser of the filing of such amendment
                           or supplement to such registration statement or
                           prospectus as may be necessary to correct any
                           statements or omissions if, at the time when a
                           prospectus relating to such securities is required to
                           be delivered under the Securities Act, any event
                           shall have occurred as the result of which any such
                           prospectus or any other prospectus as then in effect
                           would include an untrue statement of a material fact
                           or omit to state any material fact necessary to make
                           the statements therein, in light of the circumstances
                           in which they were made, not misleading.
                           Notwithstanding any provision herein to the contrary,
                           the Company shall not be required to amend,
                           supplement, or update a prospectus contained in any
                           registration statement if to do so would result in an
                           unduly burdensome expense to the Company.

         4.5      Expenses. With respect to the inclusion of the Shares in a
registration statement pursuant to this Section 4, all registration expenses,
fees, costs and expenses of and incidental to such registration, inclusion and
public offering in connection therewith shall be borne by the Company; provided,
however, that the Purchaser shall bear its own professional fees and pro rata
share of the underwriting discount and commissions. The fees, costs and expenses
of registration to be borne by the Company shall include, without limitation,
all registration, filing, printing expenses, fees and disbursements of counsel
and accountants for the Company, fees and disbursements of counsel for the
underwriter or underwriters of such securities (if the Company and/or selling
security holders are required to bear such fees and disbursements), and all
legal fees and disbursements and other expenses of complying with state
securities or Blue Sky Laws of any jurisdiction in which the securities to be
offered are to be registered or qualified.

         4.6      Indemnification of the Holder. Subject to the conditions set 
forth below, in connection with any registration of the Shares pursuant to this
Section 4, the Company agrees to indemnify and hold harmless the Purchaser, any
underwriter for the Company or acting on behalf of the Purchaser and each
person, if any, who controls the Purchaser, within the meaning of Section 15 of
the Securities Act, as follows:

                  (i)      Against any and all loss, claim, damage and expense
                           whatsoever arising out of or based upon (including,
                           but not limited to, any and all expense whatsoever
                           reasonably incurred in investigating, preparing or
                           defending any litigation, commenced or threatened, or
                           any claim whatsoever based upon) any untrue or
                           alleged untrue statement of a material fact contained
                           in any preliminary prospectus (if used prior to the
                           effective date of the registration statement), the
                           registration statement or the prospectus (as from
                           time to time amended and supplemented), or in any
                           application or other document executed by the Company
                           or based upon written information furnished by the
                           Company filed in any jurisdiction in order to qualify
                           the Company's securities under the securities laws
                           thereof, or the omission or alleged omission
                           therefrom of a material fact required to be stated
                           therein or necessary to make the statements therein
                           not misleading, or any other violation of applicable
                           federal or state statutory or regulatory requirements
                           or limitations relating to action or inaction by the
                           Company in the



<PAGE>   9

                           course of preparing, filing, or implementing such
                           registered offering; provided, however, that the
                           indemnity agreement contained in this section shall
                           not apply to any loss, claim, damage, liability or
                           action arising out of or based upon any untrue or
                           alleged untrue statement or omission made in reliance
                           upon and in conformity with any information furnished
                           in writing to the Company by or on behalf of the
                           Purchaser expressly for use in connection therewith
                           or arising out of any action or inaction of the
                           Purchaser;

                  (ii)     Subject to the proviso contained in Subsection (i)
                           above, against any and all loss, liability, claim,
                           damage and expense whatsoever to the extent of the
                           aggregate amount paid in settlement of any
                           litigation, commenced or threatened, or of any claim
                           whatsoever based upon any untrue statement or
                           omission (including, but not limited to, any and all
                           expense whatsoever reasonably incurred in
                           investigating, preparing or defending against any
                           such litigation or claim) if such settlement is
                           effected with the written consent of the Company; and

                  (iii)    In no case shall the Company be liable under this
                           indemnity agreement with respect to any claim made
                           against such seller, underwriter or any such
                           controlling person unless the Company shall be
                           notified, by letter or by facsimile confirmed by
                           letter, of any action commenced against such persons,
                           promptly after such person shall have been served
                           with the summons or other legal process giving
                           information as to the nature and basis of the claim.
                           The failure to so notify the Company, if prejudicial
                           in any material respect to the Company's ability to
                           defend such claim, shall relieve the Company from its
                           liability to the indemnified person under this
                           Section 4, but only to the extent that the Company
                           was prejudiced. The failure to so notify the Company
                           shall not relieve the Company from any liability
                           which it may have otherwise than on account of this
                           indemnity agreement. The Company shall be entitled to
                           participate at its own expense in the defense of any
                           suit brought to enforce any such claim, but if the
                           Company elects to assume the defense, such defense
                           shall be conducted by counsel chosen by it, provided
                           such counsel is reasonably satisfactory to the
                           sellers or controlling persons, defendants in any
                           suit so brought. In the event the Company elects to
                           assume the defense of any such suit and retain such
                           counsel, the sellers, underwriter or controlling
                           persons, defendants in the suit, shall, after the
                           date they are notified of such election, bear the
                           fees and expenses of any counsel thereafter retained
                           by them, as well as any other expenses thereafter
                           incurred by them in connection with the defense
                           thereof; provided, however, that if the sellers,
                           underwriter or controlling persons reasonably believe
                           that there may be available to them any defense or
                           counterclaim different than those available to the
                           Company or that representation of such sellers,
                           underwriters or controlling persons by counsel for
                           the Company presents a conflict of interest for such
                           counsel, then such sellers, underwriter and
                           controlling person shall be entitled to defend such
                           suit with counsel of their own choosing and the
                           Company shall bear the fees, expenses and other costs
                           of such separate counsel.

         4.7      Indemnification of the Company. Each Purchaser agrees to 
indemnify and hold harmless the Company, each underwriter for the offering, and
each of their officers and directors and agents and each other person, if any,
who controls the Company and underwriter within the meaning of Section 15 



<PAGE>   10

of the Securities Act against any and all such losses, liabilities, claims,
damages and expenses as are indemnified against by the Company under Section 4.6
above; provided, however, that such indemnification by Purchaser hereunder shall
be limited to any losses, liabilities, claims, damages, or expenses to the
extent caused by any untrue statement of a material fact or omission of a
material fact (required to be stated therein or necessary to make statements
therein not misleading), if any made (or in settlement of any litigation
effected with the written consent of such sellers, alleged to have been made) in
any preliminary prospectus, the registration statement or prospectus or any
amendment or supplement thereof or in any application or other document in
reliance upon, and in conformity with, written information furnished in respect
of such seller by or on behalf of such seller expressly for use in any
preliminary prospectus, the registration statement or prospectus or any
amendment or supplement thereof or in any such application or other document or
arising out of any action or inaction of such seller in implementing such
registered offering. Notwithstanding the foregoing, the indemnification
obligation of each Purchaser shall not exceed the purchase price of the Notes
paid by such Purchaser. In case any action shall be brought against the Company,
or any other person so indemnified, in respect of which indemnity may be sought
against any seller, such seller shall have the rights and duties given to the
Company, and each other person so indemnified shall have the rights and duties
given to the Purchaser, by the provisions of Section 4.6. The person indemnified
agrees to notify the sellers promptly after the assertion of any claim against
the person indemnified in connection with the sale of securities.

         4.8      Contribution. If the indemnification provided for in Sections 
4.6 and 4.7 above are unavailable or insufficient to hold harmless an
indemnified party in respect of any losses, claims, damages or liabilities (or
actions in respect thereof) referred to therein, then each indemnifying party
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities (or actions in respect
thereof) in such proportion as is appropriate to reflect the relative fault of
the indemnified party, on one hand, and such indemnifying party, on the other
hand, in connection with the statements or omissions which resulted in such
losses, claims, damages, or liabilities (or actions in respect thereof). The
relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the
indemnified party, on one hand, or such indemnifying party, on the other hand,
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. No person who has
committed fraudulent misrepresentation (within the meaning of the Securities
Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. The amount paid or payable by an indemnified
party as a result of the losses, claims, damages or liabilities (or actions in
respect thereof referred to above in this Section shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim.

         5.       MISCELLANEOUS.

         5.1      Confidentiality. (a) The Purchaser agrees to keep confidential

any and all non-public information delivered or made available to the Purchaser
by the Company except for disclosures, as necessary, made by the Purchaser to
the Purchaser's officers, directors, employees, agents, counsel and accountants
each of whom shall be notified by the Purchaser of this confidentiality covenant
and for whom the Purchaser shall be liable in the event of any breach of this
covenant by any such individual or individuals; provided, however, that nothing
herein shall prevent the Purchaser from disclosing such information (a) upon the
order of any court or administrative agency, (b) upon the request or demand of



<PAGE>   11
any regulatory agency or authority having jurisdiction over the Purchaser, (c)
which has been publicly disclosed or (d) to any of its members provided that any
such members agree in writing (with a copy provided to the Company) to be bound
by confidentiality provisions in form and substance substantially as are
contained herein. In the event of a mandatory disclosure as described in clause
(a) and/or (b) of the preceding sentence, the Purchaser shall promptly notify
the Company in writing of any applicable order, request or demand for such
information, cooperate with the Company if and to the extent that the Company
elects to seek an appropriate protective order or other relief from such order,
request, or demand, and disclose only the minimal amount of information
ultimately required to be disclosed. The Purchaser shall not use for its own
benefit, nor permit any other person to use for such person's benefit, any of
the Company's non-public information including, without limitation, in
connection with the purchase and/or sale of the Company's securities.

                  (b) The Company shall in no event disclose non-public
         information to the Purchaser, advisors to or representatives of the
         Purchaser unless prior to disclosure of such information the Company
         marks such information as "Non-Public Information - Confidential" and
         provides the Purchaser, such advisors and representatives with the
         opportunity to accept or refuse to accept such non-public information
         for review. The Company may, as a condition to disclosing any
         non-public information hereunder, require the Purchaser's advisors and
         representatives to enter into a confidentiality agreement in form
         reasonably satisfactory to the Company and the Purchaser.

                  (c) Nothing herein shall require the Company to disclose
         non-public information to the Purchaser or its advisors or
         representatives, and the Company represents that it does not
         disseminate non-public information to any Purchasers who purchase stock
         in the Company in a public offering, to money managers or to securities
         analysts, provided, however, that notwithstanding anything herein to
         the contrary, the Company will, as hereinabove provided, immediately
         notify the advisors and representatives of the Purchaser and, if any,
         underwriters, of any event or the existence of any circumstance
         (without any obligation to disclose the specific event or circumstance)
         of which it becomes aware, constituting non-public information (whether
         or not requested of the Company specifically or generally during the
         course of due diligence by such persons or entities), which, if not
         disclosed in the prospectus included in the Registration Statement
         would cause such prospectus to include a material misstatement or to
         omit a material fact required to be stated therein in order to make the
         statements, therein, in light of the circumstances in which they were
         made, not misleading. Nothing herein shall be construed to mean that
         such persons or entities other than the Purchaser (without the written
         consent of the Purchaser prior to disclosure of such information) may
         not obtain non-public information in the course of conducting due
         diligence in accordance with the terms of this Agreement and nothing
         herein shall prevent any such persons or entities from notifying the
         Company of their opinion that based on such due diligence by such
         persons or entities, that a Registration Statement contains an untrue
         statement of a material fact or omits a material fact required to be
         stated in the Registration Statement or necessary to make the
         statements contained therein, in light of the circumstances in which
         they were made, nor misleading.

         5.2      Legends. To the extent applicable, each note, certificate or 
other document evidencing the Notes to be purchased and sold pursuant to this
Agreement and any Shares issued shall be endorsed with the legends set forth
below, and the Purchaser on behalf of itself and each holder of the Notes
covenants that, except to the extent such restrictions are waived by the
Company, it shall not transfer the Notes or Shares without complying with the
restrictions on transfer described in the legends endorsed on such note or
certificate:



<PAGE>   12

                  (a)      The following legend under the Securities Act:

                  "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
                  UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED,
                  AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR
                  HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER
                  SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH
                  ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL,
                  IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY
                  AND ITS COUNSEL AND FROM ATTORNEYS REASONABLY ACCEPTABLE TO
                  THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT
                  REQUIRED."

                  (b) If required by the authorities of any state in connection
         with the issuance or sale of the Note or the Shares, the legend
         required by such state authority.

         5.3      Costs and Expenses. The Company and each Purchaser shall bear 
their own costs and expenses in connection with the preparation, execution and
delivery of this Agreement and the Notes.

         5.4      Assignability; Successors. The provisions of this Agreement 
shall inure to the benefit of and be binding upon the permitted successors and
assigns of the parties hereto.

         5.5      Survival. All agreements, covenants, representations and
warranties made by the Company or by the Purchaser herein shall survive the
execution and delivery of this Agreement.

         5.6      GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED ACCORDING TO 
THE LAWS OF THE STATE OF COLORADO WITHOUT GIVING EFFECT TO THE PRINCIPLES
THEREOF RELATING TO CONFLICTS OF LAWS.

         5.7      Counterparts: Headings. This Agreement may be executed in 
several counterparts, each of which shall be deemed an original, but such
counterparts shall together constitute but one and the same agreement. The
descriptive headings in this Agreement are inserted for convenience of reference
only and shall not affect the construction of this Agreement.

         5.8      Entire Agreement, Amendments. This Agreement and the Exhibits
contain the entire understanding of the parties with respect to the subject
matter hereof, and supersede all other representations and understandings, oral
or written, with respect to the subject matter hereof. No amendment,
modification, alteration, or waiver of the terms of this Agreement or consent
required under the terms of this Agreement shall be effective unless made in a
writing, which makes specific reference to this Agreement and which has been
signed by the Company and each Purchaser. Any such amendment, modification,
alteration, waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given.

         5.9      Notices. All communications or notices required or permitted 
by this Agreement shall be in writing and shall be deemed to have been given or
made when delivered in hand, deposited in the mail, or sent by facsimile, with
confirmation (if sent by facsimile on a non-business day, receipt shall be
deemed to have occurred on the next succeeding business day). Communications or
notices shall be



<PAGE>   13

delivered personally or by certified or registered mail, postage, or by
facsimile and addressed as follows, unless and until either of such parties
notifies the other in accordance with this Section of a change of address:

         if to the Company       Consolidated Capital of North America, Inc.
                                 410 17th Street, Suite 400
                                 Denver, Colorado  80202
                                 Att:     Secretary
                                 Tel:     (303) 446-2188
                                 Fax:     (303) 446-5972

         with copies to:         Gallagher, Briody & Butler
                                 212 Carnegie Center, Suite 402
                                 Princeton, New Jersey 08540
                                 Att:     Thomas P. Gallagher
                                 Tel:     (609) 452-6000
                                 Fax:     (609) 452-0090

         if to the Purchasers:   To the address set forth on Schedule I hereto

         5.10     Severability. Whenever possible, each provision of this 
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement.

         5.11     Maximum Interest. It is expressly stipulated and agreed to be
the intent of the Company and the Purchaser at all times to comply with the
applicable law governing the maximum rate of interest payable on or in
connection with all indebtedness and transactions hereunder (or applicable
United States federal law to the extent that it permits Purchaser to contract
for, charge, take, reserve or receive a greater amount of interest). If the
applicable law is ever judicially interpreted so as to render usurious any
amount of money or other consideration called for hereunder, or contracted for,
charged, taken, reserved or received with respect to any loan or advance
hereunder, or if acceleration of the maturity of the Note results in the
Company's having paid any interest in excess of that permitted by law, then it
is the Company's and the Purchaser's express intent that all excess cash amounts
theretofore collected by Purchaser be credited on the principal balance of the
Note (or if the Note has been or would thereby be paid in full, refunded to the
Company), and the provisions of this Agreement immediately be deemed reformed
and the amounts thereafter collectible hereunder reduced, without the necessity
of the execution of any new document, so as to comply with the applicable law,
but so as to permit the recovery of the fullest amount otherwise called for
hereunder. The right to accelerate maturity of the Note does not include the
right to accelerate any interest which has not otherwise accrued on the date of
such acceleration, and the Purchaser does not intend to collect any unearned
interest in the event of acceleration.



<PAGE>   14


         IN WITNESS WHEREOF, this Agreement has been duly executed as of the day
and year first above written.

                                         CONSOLIDATED CAPITAL
                                         OF NORTH AMERICA, INC,


                                         By: /s/ Donald R. Jackson
                                            ---------------------------      
                                            Donald R. Jackson
                                            Secretary and Treasurer


                                            [PURCHASERS]


                                            By: