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                                                                  EXHIBIT 10.65


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.                                                                      , 1998
   ----                                                     -------------


                   CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.
                              18% CONVERTIBLE NOTE


         FOR VALUE RECEIVED, Consolidated Capital of North America, Inc., a
Colorado corporation (the "Company") hereby promises to pay to the order of
_______________ having an address at _______________________________ (the
Holder"), or registered assigns, the principal sum of One Million Five Hundred
Sixty Eight Thousand, Nine Hundred Dollars ($1,568,900.00), and to pay interest
from the date hereof on $1,550,000 or such lesser amount outstanding at the rate
of 18% per annum based on a 365-day year, such interest to accrue from the date
hereof. Principal (i) in the amount of $18,900.00 shall be paid on January 15,
1999 and (ii) in the amount of $1,550,000.00, and interest accrued from the date
hereof on such amount, shall be paid on or before January 19, 1999 (the
"Maturity Date"). The Holder shall have the right, at its sole option, to
receive the $18,900.00 on January 15, 1999 in cash or in Common Shares of the
Company based on a price equal to $0.12 per share (the "January Shares").

         The Company may, at its election, extend the Maturity Date for the
repayment of the $1,550,000 due on January 19, 1999 for two additional
ninety-day periods by giving notice to the Holder of such extensions at least
thirty (30) days prior to the original or extended Maturity Date, as applicable.
Any further extensions of the Maturity Date shall require the consent of the
Holder.

         In the event of the extension(s) of the Maturity Date, the Holder may
demand interest to be paid on the unpaid principal sum through the date of
extension. The Holder shall have the right, at its sole option, to receive
interest due in Common Shares of the Company based on a price equal to $.12 per
share (the "Interest Shares") within five days of demand or to receive cash
interest within 30 days after the payment of interest has been demanded.

         This Note is one of an authorized issue of $2,000,000 aggregate amount
of 18% Convertible Notes of the Company (collectively, the "Notes") issued
pursuant to a Note Purchase 

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Agreement dated as of October 21, 1998 between the Company and the Holder (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. All payments
shall be paid in lawful money of the United States of America at the principal
office of the Holder or at such other place as the Holder may designate from
time to time in writing to the Company.

         1. PREPAYMENT. The Company may prepay and redeem the Notes, at the
election of the Company, upon not less than 10 days' notice, at any time as a
whole only and not in part, at a price equal to the outstanding principal of the
Notes together with accrued interest to the redemption date.

         2. CONVERSION. (a) From time to time and at any time after the date
hereof and prior to payment in full, 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 Holder into Common Shares
of the Company (the "Conversion Shares") at the Conversion Price equal to $.12
per share.

                  (b) In order to effect the conversion of all or part of the
         Note, the Holder 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 Holder with respect to such portion of the
         Note shall cease and the Holder 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 parties hereto agree to
         arbitrate the same in an office of the American Arbitration Association
         in Denver, Colorado utilizing its commercial arbitration rules with an
         arbitrator selected by the parties or in the event that they are unable
         to do so by the American Arbitration Association.

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

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

                           (ii) a new Note representing any principal balance
                  which was not 

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                  converted into Conversion Shares in connection with such
                  conversion; all other terms and conditions of the Note will
                  remain in full force and effect.

                  (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 Holder 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 Holder a penalty of $250 per day
         in cash for each day thereafter until the date such certificates are
         delivered to the Holder.

                  (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 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 2.3(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 


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                  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
                  Holder, 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
                  2.3(g). In the case of a dispute as to the adjustment of the
                  Conversion Price, the parties hereto agree to arbitrate the
                  same in an office of the American Arbitration Association in
                  Denver, Colorado utilizing its commercial arbitration rules
                  with an arbitrator selected by the parties or in the event
                  that they are unable to do so, by the American Arbitration
                  Association.

                  (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 at the option of the Holder
         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.

         3. 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 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.

         4. 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 


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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 $20,000.

         5. 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.

         6. DEFAULT. The Company shall be in default under this Note upon the
occurrence of: (i) any of the events specified in Section 6(a) hereof and the
failure to cure such default within five (5) days after receipt of written
notice thereof from the Holder; (ii) any of the events specified in Section 6(b)
hereof and the failure to cure such default within ten (10) days after receipt
of written notice thereof from the Holder; or (iii) any of the events specified
in Section 6(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.

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

                  (a) specified in clause (c) of Section 6, then the Note shall
         be automatically accelerated and immediately due and payable at the
         option of Holder, without notice or demand, and said amount shall
         accrue interest from the date of default at the rate of twenty percent
         (20%) per annum;

                  (b) specified in clauses (a) or (b) of Section 6, then the
         Holder may declare the Note immediately accelerated, due and payable
         and said amount shall accrue interest from the date of default at the
         rate of twenty percent (20%) per annum; and

                  (c) the Holder shall have all of the rights and remedies, at
         law and in equity, 

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         by statute or otherwise, and no remedy herein conferred upon the Holder
         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.

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

         9. 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.

         10. MAXIMUM RATE OF INTEREST. It is expressly stipulated and agreed to
be the intent of the Company and Holder 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 Holder 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 Holder's express intent that all excess cash amounts theretofore collected
by Holder 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 Holder does not intend to collect any unearned interest in the
event of acceleration.

         11. 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:
                                          -------------------------------------
                                          Richard Bailey
                                          President and Chief Operating Officer




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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)