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                                Exhibit No. 10.59



                 Form of 10% Convertible Note due April 9, 1999.












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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.


No. _____                                                         April __, 1998

                   CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.
                              10% CONVERTIBLE NOTE


         FOR VALUE RECEIVED, Consolidated Capital of North America, Inc., a
Colorado corporation (the "Company") hereby promises to pay to
_____________________________ having an address at _____________________________
(the "Noteholder"), or registered assigns, on or before April 8, 1999 (the
"Maturity Date"), the principal sum of __________________________ Dollars
($___________), and to pay interest from the date hereof on the principal sum
remaining unpaid at the rate of 10% per annum based on a 365-day year, such
interest to accrue from the date hereof and to be payable semi-annually on
October 1 and April 1 commencing October 1, 1998, until the whole amount of the
principal hereof shall be paid. Principal and interest shall be payable in
lawful money of the United States of America at the principal office of the
Noteholder or at such other place as the registered holder may designate from
time to time in writing to the Company. Notwithstanding the foregoing, the
Company shall have the right, at its sole option, to pay any interest due in
Common Shares of the Company based on the arithmetic average of the closing bid
and ask price of the Company's Common Shares for the twenty trading days prior
to the interest payment due date (the "Interest Shares").

         This Note is one of an issue of 10% Convertible Notes of the Company in
an aggregate principal amount of $5,000,000 (collectively, the "Notes") issued
pursuant to a Note Purchase Agreement dated as April __, 1998 between the
Company and the purchasers named therein (the "Note Purchase Agreement"). The
holder of this Note is entitled to the benefits of the Note Purchase Agreement
and to enforce the agreements of the Company contained therein. Capitalized
terms used herein and not otherwise defined shall have the meaning ascribed
thereto in the Note Purchase Agreement.

         1.   CONVERSION. (a) At any time after the date hereof and prior to the
Maturity Date, the outstanding principal amount of this Note, and all accrued
and unpaid interest thereon, in whole or in increments of at least $20,000 of
principal, may be converted by the Noteholder into Common Shares of the Company
(the "Conversion Shares") at the Conversion Price equal to the lesser of (i)
$1.75 per share or (ii) the following conversion prices: (x) on or after August
6, 1998 at a per share price equal to eighty percent (80%) of the arithmetic
average of the closing bid and ask prices of the Company's Common Shares for the
twenty trading days prior to the exercise date of such conversion and (y) on or
after October 5, 1998 a per share price equal to seventy-five (75%) of the
arithmetic average of the closing




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bid and ask prices of the Company's Common Shares for each of the twenty trading
days prior to the exercise date of such conversion.

                  (b)      In order to effect the conversion of all or part of 
         the Note, the Noteholder shall issue a notice of conversion
         substantially in the form attached hereto (the "Notice of Conversion")
         which may be by facsimile and surrender the Note for conversion if the
         Note is not already in possession of the Company. Each conversion of
         all or any portion of the Note will be deemed to have been effected as
         of the close of business on the date on which the Note has been
         surrendered at the principal office of the Company. At such time as
         such conversion has been effected, to the extent that any portion of
         the Note is converted, the rights of the Noteholder with respect to
         such portion of the Note shall cease and the Noteholder shall be deemed
         to have become the holder of record of the shares of Conversion Shares
         represented thereby.

                  (c)     No fractional Common Shares shall be issued upon
         conversion of the Note. In lieu of any fractional share to which the
         holder would otherwise be entitled, the Company shall round up to the
         nearest whole Common Share. In the case of a dispute as to the
         calculation of the Conversion Price, the Company's calculation shall be
         deemed conclusive absent manifest error.

                  (d)     Within ten days after a conversion has been effected, 
         the Company will deliver to the Noteholder:

                           (i) a certificate or certificates representing the
                  number of Conversion Shares issuable by reason of conversion
                  in the name of the Noteholder and in such denomination or
                  denominations as the Noteholder has specified; and

                           (ii) a new Note representing any principal balance
                  which was not converted into Conversion Shares in connection
                  with such conversion.

                  (e)     The issuance of certificates for Conversion Shares 
         upon conversion of the Note and/or interest will be delivered by the
         Company within ten days of the date of conversion or the interest
         payment due date and will be made without charge to the Noteholder for
         any issuance tax in respect thereof or other cost incurred by the
         Company in connection with such conversion and the related issuance of
         Conversion Shares. In the event the certificates are not delivered
         within such ten day period, the Company shall pay to the Noteholder a
         penalty of $250 per day in cash for each day thereafter until the date
         such certificates are delivered to the Noteholder.

                  (f)      The Company shall at all times have authorized, 
         reserved and set aside a sufficient number of Common Shares for the
         conversion of all shares with respect to the Note and interest then
         outstanding.

                  (g)      The Conversion Price in effect at any time and the 
         number and kind of securities purchasable upon the exercise of the Note
         shall be subject to adjustment from time to time upon the happening of
         certain events as follows after the date hereof and through and
         including the Maturity Date:

                           (i) In case the Company shall (1) declare a dividend
                  or make a distribution on its outstanding shares of Common
                  Stock in shares of Common Stock, (2) subdivide or 



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                  reclassify its outstanding shares of Common Stock into a
                  greater number of shares, or (3) combine or reclassify its
                  outstanding shares of Common Stock into a smaller number of
                  shares, the Conversion Price in effect at the time of the
                  record date for such dividend or distribution or of the
                  effective date of such subdivision, combination or
                  reclassification shall be adjusted so that it shall equal the
                  price determined by multiplying the Conversion Price by a
                  fraction, the denominator of which shall be the number of
                  shares of Common Stock outstanding after giving effect to such
                  action, and the numerator of which shall be the number of
                  shares of Common Stock immediately prior to such action. Such
                  adjustment shall be made each time any event listed above
                  shall occur.

                           (ii) Whenever the Conversion Price is adjusted
                  pursuant to Subsection (i) above, the number of Conversion
                  Shares purchasable upon conversion of the Note shall
                  simultaneously be adjusted by multiplying the number of
                  Conversion Shares initially issuable upon conversion of the
                  Note by the Conversion Price in effect on the date hereof and
                  dividing the product so obtained by the Conversion Price, as
                  adjusted.

                           (iii) All calculations under this Section 1.3(g)
                  shall be made to the nearest cent or to the nearest
                  one-hundredth of a share, as the case may be.

                           (iv) Whenever the Conversion Price is adjusted, as
                  herein provided, the Company shall promptly cause a notice
                  setting forth the adjusted Conversion Price and adjusted
                  number of Conversion Shares issuable upon exercise of the Note
                  to be mailed to the Noteholder, at its last address appearing
                  in the Company's register. The Company may retain a firm of
                  independent certified public accountants selected by the Board
                  of Directors (who may be the regular accountants employed by
                  the Company) to make any computation required by this Section
                  1.3(g), and a certificate signed by such firm or the Company's
                  Chief Financial Officer shall be conclusive evidence of the
                  correctness of such adjustment.

                  (h)      In the event of a merger, reorganization, 
         recapitalization or similar event of or with respect to the Company (a
         "Corporate Change") (other than a Corporate Change in which all or
         substantially all of the consideration received by the holders of the
         Company's equity securities upon such Corporate Change consists of cash
         or assets other than securities issued by the acquiring entity or any
         affiliate thereof), this Note shall be convertible into such class and
         type or securities as the holder would have received had the holder
         converted the Note immediately prior to such Corporate Change, as
         appropriately adjusted to equitably reflect the Conversion Price and
         any stock dividend, stock split or share combination of the Common
         Stock after such corporate event.

         2.       REGISTRATION. The Company shall maintain at its principal 
office a register of the Notes and shall record therein the names and addresses
of the registered holders of the Notes, the address to which notices are to be
sent and the address to which payments are to be made as designated by the
registered holder if other than the address of the holder, and the particulars
of all transfers, exchanges and replacements of Notes. No transfer of a Note
shall be valid unless the registered holder or his or its duly appointed
attorney request such transfer to be made on such register, upon surrender
thereof for exchange as hereinafter provided, accompanied by an instrument in
writing, in form and execution reasonably satisfactory to the Company. Each Note
issued hereunder, whether originally or upon transfer, exchange or replacement
of a Note, shall be registered on the date of execution thereof by 



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the Company. The registered holder of a Note shall be that person or entity in
whose name the Note has been so registered by the Company. A registered holder
shall be deemed the owner of a Note for all purposes, and the Company shall not
be affected by any notice to the contrary.

         3.       TRANSFER AND EXCHANGE. Subject to compliance with the 
restrictions on transfer set forth in the Note Purchase Agreement, the
registered holder of any Note or Notes may, prior to maturity, surrender such
Note or Notes at the principal office of the Company for transfer or exchange.
Within a reasonable time after notice to the Company from a registered holder of
its intention to make such exchange and without expense (other than applicable
transfer taxes, if any) to such registered holder, the Company shall issue in
exchange therefor another Note or Notes dated the date to which interest has
been paid on, and for the unpaid principal amount of, the Note or Notes so
surrendered, containing the same provisions and subject to the same terms and
conditions as the Note or Notes so surrendered. Subject to the restrictions on
transfer set forth in the Note Purchase Agreement, each new Note shall be made
payable to such person or entity, as the registered holder of such surrendered
Note or Notes may designate. Notes issued upon any transfer or exchange shall be
only in authorized denominations, which shall be $100,000.

         4.       REPLACEMENT. Upon receipt of evidence satisfactory to the 
Company of the loss, theft, destruction or mutilation of any Note and, if
requested by the Company in the case of any such loss, theft or destruction,
upon delivery of an indemnity bond or other agreement or security reasonably
satisfactory to the Company, or, in the case of any such mutilation, upon
surrender and cancellation of such Note, the Company will issue a new Note, of
like tenor, in the amount of the unpaid principal of such Note, and dated the
date to which interest has been paid, in lieu of such lost, stolen, destroyed or
mutilated Note.

         5.       DEFAULT. The Company shall be in default under this Note upon 
the occurrence of: (i) any of the events specified in Section 5(a) hereof and
the failure to cure such default within ten (10) days after receipt of written
notice thereof from the Noteholder; (ii) any of the events specified in Section
5(b) hereof and the failure to cure such default within twenty (20) days after
receipt of written notice thereof from the Noteholder; or (iii) any of the
events specified in Section 5(c) hereof (any of the foregoing being an "Event of
Default"):

                  (a) Failure to make any principal or interest payment required
         under this Note on the due date of such payment;

                  (b) Any material default, breach or misrepresentation shall
         occur under the terms and provisions of the Note Purchase Agreement; or

                  (c) Insolvency of, business failure of, or an assignment for
         the benefit of creditors by or the filing of a petition under
         bankruptcy, insolvency or debtor's relief law, or for any readjustment
         of indebtedness, composition or extension by the Company, or commenced
         against the Company which is not discharged within sixty (60) days.

         6.       REMEDIES UPON EVENT OF DEFAULT. Upon the occurrence of an 
Event of Default:

                  (a) specified in clause (c) of Section 5, then the Note shall
         be automatically accelerated and immediately due and payable;




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                  (b) specified in clauses (a) or (b) of Section 5, then the
         Noteholder may declare the Note immediately accelerated, due and
         payable; and

                  (c) the Noteholder shall have all of the rights and remedies,
         at law and in equity, by statute or otherwise, and no remedy herein
         conferred upon the Noteholder is intended to be exclusive of any other
         remedy and each remedy shall be cumulative and shall be in addition to
         every other remedy given hereunder or now or hereafter existing at law,
         in, equity, by statute or otherwise.

         7.       CHANGES; PARTIES. This Note can only be changed by an 
agreement in writing signed by the Company and the Noteholder. This Note shall
inure to the benefit of and be binding upon the Company and the Noteholder and
their respective successors and assigns.

         8.       WAIVER OF PRESENTMENT. The Company hereby waives presentment,
demand, notice, protest and all other demands and notices in connection with the
delivery, acceptance, performance, default or enforcement of this Note.

         9.       MAXIMUM RATE OF INTEREST. It is expressly stipulated and 
agreed to be the intent of the Company and Noteholder 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 Noteholder 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 this Note or the indebtedness
hereunder or if any prepayment by the Company results in the Company's having
paid any interest in excess of that permitted by law, then it is the Company's
and Noteholder's express intent that all excess cash amounts theretofore
collected by Noteholder be credited on the principal balance of this Note (or if
this Note has been or would thereby be paid in full, refunded to the Company),
and the provisions of this Note 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 this Note does not include the right to
accelerate any interest which has not otherwise accrued on the date of such
acceleration, and Noteholder does not intend to collect any unearned interest in
the event of acceleration.

         10.      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.



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         IN WITNESS WHEREOF, the Company has executed this Note as of the day
and year set forth above.


                                         CONSOLIDATED CAPITAL OF
                                         NORTH AMERICA, INC.



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



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                              NOTICE OF CONVERSION


TO:  CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.


         The undersigned, the holder of the foregoing Note, hereby surrenders
such Note for conversion into shares of Common Shares of Consolidated Capital of
North America, Inc. to the extent of $_______ unpaid principal amount of such
Note, and requests that the certificates for such shares be issued in the name
of, and delivered to, _______________, whose address is
_________________________________.


Dated:
      -------------------    




                                        -------------------------------
                                        (Signature must conform in all
                                        respects to name of holder as specified
                                        on the face of the Note)



                                        -------------------------------
                                        (Address)