Agreement Of Sale

Agreement of Sale

by Commercial Assets Inc
July 14th, 1999

               (Community Acquisition and Development Corporation
                           National Agreement of Sale)

                                AGREEMENT OF SALE


         THIS  AGREEMENT  OF SALE made as of this 6th day of May,  1999,  by and
between   COMMUNITY   ACQUISITION  AND  DEVELOPMENT   CORPORATION,   a  Delaware
corporation  ("BUYER") and WHITE GREGG,  L.L.C.,  an Arizona  limited  liability
company ("SELLER").

         WHEREAS,  SELLER is the fee simple owner of certain  premises  commonly
known as LA CASA  BLANCA  EAST  MOBILE  HOME PARK  located  in Apache  Junction,
Maricopa County,  Arizona,  more particularly  described in Exhibit "A" attached
hereto  and  made  a  part  hereof  (together  with  all  rights  and  easements
appurtenant thereto and all permanent improvements, fixtures and utility systems
thereon, being hereinafter collectively referred to as the "Real Property"); and

         WHEREAS,  SELLER desires to sell and BUYER desires to purchase the Real
Property and all personal  property and  equipment  described in the Schedule of
Personal  Property  attached  hereto as Exhibit  "B" and made a part hereof (the
"Personal  Property"),  under the terms and  conditions  set forth  herein  (the
aforesaid  Real Property and Personal  Property being  hereinafter  collectively
referred to as the "Property").

         NOW,  THEREFORE,  in consideration  of the mutual  covenants  contained
herein, together with other valuable considerations, the receipt and sufficiency
of which is hereby  acknowledged,  SELLER agrees to sell and BUYER agrees to buy
the Property on and under the terms and conditions herein set forth.

         1. SALE AND PURCHASE OF PROPERTY.  SELLER  agrees to sell and convey to
BUYER and BUYER agrees to purchase:

                  (a) All of SELLER's  right,  title and  interest in and to the
Real Property, together with all right, title and interest, if any, of SELLER in
and to any land lying in the beds of any streets,  avenues,  alleys or passages,
open or proposed,  bounding or abutting the Real Property,  and drainage  rights
appurtenant to the Real Property,  together with all right,  title and interest,
if  any,  of  SELLER,  in and to any  easements,  rights  of way or  passageways
appurtenant  to or  benefiting  the  Real  Property  and free of all  liens  and
encumbrances  except  the  Permitted  Exceptions,  as that  term is  defined  in
Paragraph 4 hereof;

                  (b) All articles of personal  property of whatsoever nature or
sort,  if any,  which  are  owned by SELLER  and  which,  as of the date of this
Agreement of Sale, are attached or appurtenant to or used in connection  with or
located in or upon the Real Property,  and any additions thereto or replacements
thereof  which may be made  between the date of this  Agreement  of Sale and the
date of Closing hereunder (all of the foregoing being  hereinafter  collectively
referred to as the "Personal


                                                                    Page 1 of 21





Property"),  which  Personal  Property  shall be  conveyed by SELLER to BUYER at
Closing by a quitclaim bill of sale; and

         SELLER's  interest in the Real  Property and the Personal  Property are
hereinafter sometimes referred to collectively as the "Property".

         2.  CONSIDERATION.  The total consideration to be paid by BUYER for the
Property  shall  be in the sum of  SEVEN  MILLION  TWO  HUNDRED  AND  FORTY-FIVE
THOUSAND AND NO/100 DOLLARS  ($7,245,000.00)  (the "Purchase  Price"),  based on
THIRTY- FIVE THOUSAND AND NO/100 DOLLARS ($35,000.00) per fully developed space.

         3.  PAYMENT  OF  CONSIDERATION.  The  Purchase  Price  shall be paid as
follows:

                  (a) Within five (5)  business  days of the  Effective  Date of
this  Agreement of Sale,  as that term is defined in  paragraph 36 below,  BUYER
shall  deliver to Lawyers Title  Insurance  Company,  at the following  address:
LandAmerica  Commercial  Services,  One  Washington  Mall,  15th Floor,  Boston,
Massachusetts  02108, Attn: Robert Soule (the "Escrow Agent"),  the sum of FIFTY
THOUSAND AND NO/100 DOLLARS ($50,000.00) (less any Initial Deposit paid by BUYER
to Escrow  Agent under the Letter of Intent dated April 12,  1999),  which shall
represent  the earnest  money  deposit for the  Property  (the  "Deposit").  The
Deposit  shall be  deposited  by  Escrow  Agent in its Trust  Account  until the
expiration of the BUYER's Inspection Period (as hereinafter defined).

                  (b) The  Escrow  Agent  shall,  upon  receipt  from BUYER of a
complete and fully  executed  W-9  Reporting  Form,  deposit the Deposit into an
interest  bearing money market  account,  which interest shall accrue to BUYER's
benefit unless BUYER defaults hereunder.

                  (c)  BUYER   shall  pay  TWO   MILLION   AND  NO/100   DOLLARS
($2,000,000.00), including the release by the Escrow Agent of the FIFTY THOUSAND
DOLLAR  ($50,000.00)   Deposit,  to  SELLER  at  Closing  by  wire  transfer  of
immediately available federal funds at the office of the Escrow Agent.

                  (d)  The  balance  of  FIVE  MILLION  TWO  HUNDRED  FORTY-FIVE
THOUSAND AND NO/100 DOLLARS  ($5,245,000.00)  shall be payable under an earn-out
agreement  to be recorded in the public  records of  Maricopa  County,  Arizona,
having terms and conditions accepted and approved by SELLER and BUYER during the
Inspection Period, which shall include the following earn-out schedule:

                           (i) One (1) year  after  the date of  Closing,  BUYER
shall pay to  SELLER  ONE  MILLION  THIRTY-EIGHT  THOUSAND  AND  NO/100  DOLLARS
($1,038,000.00) (the "Second Installment");



                                                                    Page 2 of 21





                           (ii) Two (2) years after the date of  Closing,  BUYER
shall pay to SELLER TWO MILLION AND NO/100 DOLLARS  ($2,000,000.00)  (the "Third
Installment"); and

                           (iii)  Three  (3) years  after  the date of  Closing,
BUYER shall pay to SELLER the balance of TWO MILLION TWO HUNDRED SEVEN  THOUSAND
AND NO/100 DOLLARS ($2,207,000.00) (the "Last Installment").

                  (e) SELLER  acknowledges  that  BUYER  will  assign its rights
under this  Agreement  to a newly formed  Limited  Liability  Company,  of which
Commercial Assets, Inc. will be a manager. Any entity to which BUYER assigns the
Contract,  and which ultimately takes title to the Property,  shall guaranty the
payment  of the  deferred  portion  of the  consideration  required  under  this
Agreement.

                  (f) Payment of the deferred portion of the consideration  will
be  secured by a lien and  security  interest  against  all of the assets of the
entity which owns the Property  relating to the  ownership  and operation of the
Property, including the Real Property and the Personal Property excluding mobile
home  inventory,  all  additions  and  replacements  to  the  Personal  Property
excluding mobile home inventory,  and collateral  assignments of any leases, all
as may be reasonably  required or requested by SELLER, and as approved by SELLER
and SELLER's counsel in the reasonable exercise of their discretion.

                  (g) SELLER agrees that upon BUYER,  its successors or assigns,
paying  to  SELLER  the  Third   Installment,   SELLER   agrees  to  exercise  a
Subordination  Agreement with respect to the Last Installment so that BUYER, its
successors  or assigns,  may finance the Property and Personal  Property,  which
subordination  shall be  limited  to a note in an  amount  not to  exceed  fifty
percent (50%) of the lesser of the Purchase Price or the appraised  market value
of the  Property  as of the date of  subordination.  The terms  and  conditions,
covenants and  restrictions of the  Subordination  Agreement shall be negotiated
during the  Inspection  Period  and  referenced  in the  Mortgage  and  Security
Agreement executed at Closing.

         4. TITLE INSURANCE.

                  A.  Simultaneously  with the Effective Date of this Agreement,
SELLER  shall  deliver to BUYER and Escrow  Agent a copy of the owner's  current
title insurance policy, if any, together with copies of all instruments recorded
in the public records or otherwise  encumbering the Property,  subsequent to the
effective date of said Policy.

                  B. Within  twenty (20) days after the Effective  Date,  Escrow
Agent  shall,  at SELLER's  expense,  deliver to BUYER and BUYER's  Attorney for
approval, as hereinafter provided,  with a copy provided to SELLER's attorney, a
preliminary  owner's title binder for a title  insurance  policy,  together with
copies of all exception  documents referred to therein, to be issued by an agent
of Escrow Agent  licensed and qualified to do business in the state in which the
Real  Property  is  located  (the  "State").  The binder and policy to be issued
pursuant thereto shall be


                                                                    Page 3 of 21





paid for by SELLER,  shall be issued at the minimum  promulgated rate, and shall
be in an amount equal to the amount of the purchase price. The policy and binder
shall be in a current  ALTA  standard  form "B",  except  that there shall be no
exceptions unless agreed to by BUYER. The policy shall insure marketable title.

                  C. BUYER  shall have ten (10) days after  receipt of the title
binder, together with copies of all exception documents referred to therein, and
the survey called for in paragraph 5 hereof to give written  notice to SELLER or
SELLER's  attorney of any  objections by BUYER to the state of title  (including
any matters  shown on the survey which are  unacceptable  to BUYER).  Failure of
BUYER to deliver a written notice of disapproval of the state of title to SELLER
or  SELLER's  attorney  within  said  ten (10) day  period  shall be  conclusive
evidence  that BUYER has  disapproved  said  preliminary  title  report and this
Agreement  shall  automatically  terminate,  in which event,  Escrow Agent shall
immediately  return the  Deposit,  plus any accrued  interest,  to BUYER and the
parties shall be released from any further obligations hereunder.

                  D. After due notice,  SELLER shall have a reasonable time, not
to exceed thirty (30) days,  to cure any title  defects (and if  necessary,  the
Closing  shall be delayed for that  period).  If SELLER  fails to cure any title
defect as to which due notice is given, BUYER shall have the option to:

                           (a)  terminate  this  Agreement,  in which case BUYER
shall  notify  SELLER that BUYER will not proceed with the  purchase,  whereupon
this  Agreement  shall  terminate  and all parties  shall be  released  from any
further  obligations  hereunder,  except  that  BUYER  shall be  entitled  to an
immediate  refund of all  monies  paid in  respect  of the  purchase  price plus
accrued interest, if any, or

                           (b) proceed under this  Agreement and accept title to
the Real Property subject to such defects,  in which case the Closing shall take
place on the later of the date set for Closing as  hereinafter  provided or on a
date  mutually  agreed  upon by SELLER and BUYER  which shall be within ten (10)
days  from the date of such  election  by BUYER  (the  date  finally  set by the
parties hereto for the Closing shall be hereinafter  referred to as the "Closing
Date").

                  E. Escrow Agent or its agent,  shall be in  attendance  at the
Closing  and be in a  position  to issue the title  policy  upon  recording  the
appropriate  documents and insure that SELLER has complied with all requirements
set  forth  under the  applicable  state  statutes  to  extinguish  any right of
purchase or rescission in favor of any tenants or homeowners association.

         5. SURVEY.  BUYER shall, at its expense,  within thirty (30) days after
the Effective Date obtain a current "as built" survey of the Real Property.  The
survey  must be  acceptable  and  certified  to BUYER and to the  Title  Insurer
insuring  the Real  Property  so that the  "survey"  and  "claims of  easements"
exceptions  can be  removed  from the  title  policy,  and must be  prepared  in
accordance  with the  minimum  requirements  adopted by the agency or  authority
regulation the preparation of surveys in the State in which the Real Property is
located.   The  survey  shall  locate  all  easements,   streets,   common  area
improvements, building setback lines, and other manmade


                                                                    Page 4 of 21





objects, excluding manufactured homes and shall be super- imposed over an aerial
photograph so as to locate all manufactured  homes and vacant spaces, if any. If
the survey discloses an encroachment or setback violation,  this shall be deemed
a defect in title and paragraph 4 above,  shall apply. The survey shall be dated
and signed by a registered  and/or  licensed land surveyor in the state in which
the Real  Property  is  located.  The  surveyor's  seal  shall be affixed to the
survey.  The  surveyor's  registration  and/or license number shall be indicated
thereon,  and the legal  description  of the Real Property shall be set forth on
the survey. Any other survey  requirements in the Title Commitment shall also be
complied  with,  including  a  surveyor's  certificate  acceptable  to the Title
Insurer and counsel for BUYER.

         6. REPRESENTATIONS AND WARRANTIES.

                  A. To induce BUYER to enter into this Agreement,  SELLER makes
the following  representations  and  warranties,  all of which shall be true and
correct  continuously  throughout  the term of this  Agreement,  and which shall
survive  the  closing of title for a period of six (6) months  from the  Closing
Date (hereinafter defined):

                           (a) SELLER is the owner of the  Property  and has the
authority to execute and deliver this Agreement.

                           (b) To the best of SELLER's  knowledge,  there are no
special or other  assessments  levied  against or relating to the  Property  and
SELLER does not know of any proposed assessments.

                           (c) No goods or services have been  contracted for by
SELLER or  furnished  to the Real  Property on SELLER's  behalf which might give
rise to any  mechanic's  liens  upon or  affecting  all or any  part of the Real
Property.

                           (d)  There  are  no  leases  which  affect  the  Real
Property except as set forth in the Rent Roll attached hereto as Exhibit "C" and
made a part hereof and the  information  contained  on the Rent Roll is true and
correct;  no rental  agents,  brokers or finders  have any rights with regard to
such leases and there are no  commissions  payable in connection  therewith;  no
tenant has an option to  purchase  any part of the  Property;  and SELLER is the
lessor under each such lease and has the right to assign same to BUYER.

                           (e) SELLER has  received no notice of any  violations
of any law, ordinance, rule, order, regulation,  code or requirement,  including
any requirement  contained in any hazard  insurance policy covering the Property
or any  part  thereof  or of any  board  of  fire  underwriters  or  other  body
exercising  similar  functions,  which are  applicable to the Property or to any
part  thereof or which are  applicable  to the use or manner of use,  occupancy,
possession or operation of the Property.



                                                                    Page 5 of 21





                           (f) To the best of  SELLER's  knowledge,  SELLER  has
obtained  and kept in good  standing all  governmental  permits,  licenses,  and
approvals necessary for the operation of the Property as a manufactured  housing
(mobile home) community,  including, as applicable, all County Health Permits or
other applicable permits,  State Department of Environmental  Protection permits
and State HRS  permits,  and,  to the best of SELLER's  knowledge,  there are no
material violations currently existing thereunder.

                           (g) A  prospectus  of the type  required by the State
and local governmental  agencies having jurisdiction over the Real Property (the
"Governing  Laws"),  has been  provided  to each tenant of the  Property,  if so
required by the  Governing  Laws.  BUYER will not provide  any  prospectus  to a
tenant of the  Property  prior to  Closing  unless  both  SELLER  and BUYER have
approved such prospectus in writing.

                           (h) SELLER has not  contracted  for any  services  or
employment and has made no  commitments or obligations  therefor which will bind
BUYER as a successor  in interest  with  respect to the  Property  except  those
contracts  listed in Exhibit  "D"  attached  hereto and made a part  hereof (the
"Service Contracts"). With respect to the Service Contracts: (i) amounts paid or
payable  thereunder  shall be  prorated  between  the parties at the Closing and
credits shall be given the parties as appropriate to such  prorations;  and (ii)
they can each be terminated  upon thirty (30) days written notice or less except
as set forth on Exhibit "D".

                           (i)  Except  in  the  ordinary   course  of  SELLER's
business,  SELLER will not enter into any amendment to or modification of any of
the Leases prior to the Closing Date,  which will reduce,  forgive,  or postpone
any rents or which would otherwise  materially affect the value of the Property,
without BUYER's  consent;  no rents or other deposits are or will on the Closing
Date be held by SELLER,  except only tenant security  deposits and prepaid rents
for the current  month;  and no commissions or other fees payable to any person,
entity or agent are due on the rentals  collected or to be  collected  under the
Leases.

                           (j) Pending Closing  hereunder,  SELLER shall conduct
its business  involving  the Property in the  ordinary  course,  and during said
period will:

                                    (1) Refrain from entering into any contracts
or other  commitments  regarding  the  Property,  other than in the ordinary and
usual course of business, without the prior written consent of BUYER;

                                    (2)  Continue  to  maintain  and  repair the
Property  in at least the manner  which  SELLER has  previously  maintained  and
repaired  the  Property,  and  SELLER  will  permit  or  commit  no waste of the
Property; and

                                    (3)  Keep  in   effect   SELLER's   existing
policies of public liability and hazard and extended coverage insurance insuring
the Property.



                                                                    Page 6 of 21





                           (k) No tenant has been  granted  any rent  concession
not  reflected  on the face of the copy of the lease for that tenant as provided
by SELLER to BUYER (other than as set forth on the Rent Roll).

                           (l) To the best of SELLER's  knowledge no underground
storage tanks,  hazardous substances,  or contaminants subject to Federal, state
or local laws or regulation have been used, stored or located on, under or about
the Property in any manner  contrary to applicable  law and the Property is free
from  environmental  contamination  by such hazardous  substances  which require
remediation  except as set forth in any Phase I  Environmental  Report  attached
hereto as Exhibit "E".

                  B. SELLER,  by executing this Agreement,  agrees to indemnify,
defend and save and hold BUYER  harmless  from and  against  any and all losses,
costs, expenses,  liabilities,  claims, causes of action, suits or other matters
by  reason  of any  breach of the above  representations  and  warranties.  Such
indemnification  includes,  but is not limited to, costs and attorneys' fees and
expenses (including  attorneys' fees and expenses on appeal) reasonably incurred
in connection  with the defense of any claims against BUYER by any party arising
out of the above matters.  The SELLER's  foregoing  indemnity  obligation  shall
survive Closing and delivery of the Special Warranty Deed hereunder for a period
of six (6) months.  In addition,  should any  representation or warranty made by
SELLER hereunder be determined by BUYER at or before Closing to be incorrect and
BUYER opt to  terminate  this  Agreement  as a result  thereof,  SELLER shall be
obligated  to reimburse  BUYER  promptly  upon  written  demand for the costs of
BUYER's diligence review of the Property through the date of termination up to a
maximum of  $25,000.00.  This  indemnity  obligation  shall survive  Closing and
delivery of the Special Warranty Deed hereunder and shall include all attorneys'
fees and  costs  incurred  in  collection  of all sums due from  SELLER to BUYER
pursuant to this  Indemnity,  together with interest on said sums at the maximum
rate permitted by law through collection.

                  C. In the event that any one or more of the representations or
warranties given by SELLER to BUYER in paragraph 6.A above is/are  determined by
BUYER between the Closing Date and the Effective  Date, to be inaccurate,  BUYER
shall give written notice to SELLER and SELLER shall have the option to: use its
best  efforts  to  promptly  cure  the  violation(s);  reimburse  BUYER  for the
reasonable cost of cure (including all reasonable  attorneys' fees,  engineering
fees,  or other  applicable  fees,  costs and  charges);  or to contest  BUYER's
determination  by written  notice to BUYER,  in which event BUYER shall have the
option  to pursue  the  rights  and  remedies  available  to BUYER  pursuant  to
paragraph 20 of this Agreement.

                  D. To  induce  SELLER  to enter  into  this  Agreement,  BUYER
represents  and  warrants:  (1) that BUYER has the  authority to sign all of the
closing papers; (2) that the first mortgage will contain a due on sale provision
as to the Property and Personal  Property,  excluding the mobile home inventory,
and  further  excluding  any  transfer  of any member by  assignment,  merger or
consolidation;  (3) that the owner of the  Property  shall remain a single asset
entity;  and (4) the owner shall  operate the  Property in  accordance  with the
Rules and  Regulations  existing or  promulgated by the division of the State of
Arizona having jurisdiction over the Property.


                                                                    Page 7 of 21






         7.  TERMITE  INSPECTION  AND  REPORT.  Prior to the  expiration  of the
Inspection  Period  and  at  BUYER's  expense,  BUYER  shall  obtain  a  termite
certificate for the Property.  Any  infestation or damage  therefrom found to be
existing  shall be repaired in a reasonable  time,  not to exceed two (2) months
from the Closing Date, at SELLER's expense not to exceed $5,000.00. In the event
SELLER fails to make said repairs within said time period,  BUYER shall have the
right to make  said  repairs  and to  collect  the cost  thereof  (not to exceed
$5,000.00)  from SELLER in the manner  provided  for a  reproration  pursuant to
paragraph 12 below.  Any sums  advanced by BUYER in this  connection  shall bear
interest  at the rate of  fifteen  percent  (15%) per  annum  until  paid.  This
paragraph  shall  survive the closing of this  transaction  and  delivery of the
Special Warranty Deed.

         8. BUYER'S INSPECTION  PERIOD.  BUYER shall have until the later of (i)
forty-five  (45) days after the  Effective  Date, or (ii) twenty (20) days after
the date the SELLER has furnished the BUYER with all of the Data set forth below
("BUYER's Inspection  Period"),  during which time BUYER shall have the right to
perform  such due  diligence  evaluations  as BUYER may  reasonably  require  in
connection with its evaluation of the Property,  including,  but not limited to,
environmental, soils, flood plain, legal, financial and engineering studies (the
"Data"),  all at BUYER's sole cost and expense.  BUYER  hereby  indemnifies  and
agrees to hold harmless and defend SELLER from and against any and all losses or
claims  for  property  damage  or  personal  injury or any  liability  under any
environmental  or other law arising out of BUYER's  inspections and BUYER and/or
any  contractor of BUYER shall,  prior to entry on the Real Property  hereunder,
obtain  casualty/liability  insurance in an amount satisfactory to SELLER, or to
add SELLER to existing  policies as a named  insured,  and provide SELLER with a
certificate  of  insurance  evidencing  that SELLER is insured  against any such
loss.  In the event that any  inspection by BUYER or any  consultant  engaged by
BUYER in  connection  with  BUYER's  due  diligence  results  in any  damage  or
disturbance  to the  Property or any other  damage or  disturbance,  BUYER shall
cause such  consultant,  or undertake  itself,  at no cost to SELLER,  to repair
promptly  such  damage and restore  such  Property  to the  condition  it was in
immediately prior to such inspection. If BUYER approves of the Data, BUYER shall
deliver written notice to SELLER  indicating  BUYER's  approval of the Data (the
"Data Approval  Notice") prior to the  expiration of the Inspection  Period.  If
BUYER fails to deliver the Data Approval Notice as aforesaid,  the Data shall be
deemed unsatisfactory to BUYER and this Agreement shall automatically terminate,
in which event,  Escrow  Agent shall  immediately  return the Deposit,  plus any
accrued  interest,  to BUYER and the parties  shall be released from any further
obligations  hereunder.  In connection with BUYER's due diligence evaluations of
the Property, SELLER agrees to furnish the following information to BUYER on the
Effective Date (unless otherwise provided herein):

                  1.       Current Rent Roll;
                  2.       Monthly   Financial   Statements   for  the  previous
                           thirty-six (36) months;
                  3.       Community  Prospectus  or comparable  State  required
                           documents, if any;
                  4.       Mobile Home Inventory List (None);
                  5.       Previous Title Insurance Policy, if any;
                  6.       Prior Survey, if any;


                                                                    Page 8 of 21





                  7.       Liability Listing (contingent and non-contingent), if
                           any;
                  8.       Lists  of  all  current  and  previous  legal  action
                           (None);
                  9.       Existing Environmental Phase I Report, if any;
                  10.      True Copies of paid real estate and personal property
                           tax bills for the previous

                           three (3) years;
                  11.      True Copies of Rental  Increase  Notices for previous
                           three  (3) years  (None  available;  however,  SELLER
                           shall  furnish  BUYER an affidavit  setting forth the
                           rental  increases  for that period or  verified  rent
                           rolls for those periods);
                  12.      A statement confirming the number of occupied spaces,
                           developed  but  unoccupied  spaces,  and  undeveloped
                           spaces and the net operating  income  ("NOI") for the
                           year  1998  and NOI to date  through  the 30th of the
                           month prior to the Acceptance Date; and
                  13.      All  leases  and  any  amendments,   certificates  or
                           incentive  agreements  pertaining  thereto,  will  be
                           available  at  the  Property  during  the  Inspection
                           Period  for  review  and  copying  by  BUYER  at  its
                           expense.

                  The  Inspection  Period shall be extended one (1) day for each
day after the Effective Date (unless otherwise  provided herein) SELLER fails to
provide the foregoing to BUYER.

                  SELLER agrees to provide BUYER with all of the items set forth
above  for  BUYER's  review  so that the only  items  left  during  the  BUYER's
Inspection  Period shall be the remaining due diligence items pertaining to: the
condition of the Property;  zoning;  code  compliance;  updated survey;  updated
title; termite report; and environmental report.

                  SELLER acknowledges that if the residents of any of the mobile
home  parks  elect to  purchase  their  mobile  home park  through  a  statutory
recognized residents' association, this Agreement shall be enforceable as to the
remaining  mobile  home  parks and should any  statutory  recognized  residents'
association  elect to purchase  their mobile home park,  but then fails to close
for any reason,  this Agreement shall be deemed a back-up contract and the terms
and  conditions  of this  paragraph  shall control upon the  termination  of the
residents' contract.

         9.  CONDITIONS  PRECEDENT.  The following are  conditions  precedent to
BUYER's obligation to close and consummate the transaction  contemplated by this
Agreement.  BUYER and only BUYER, may waive one or more of these conditions.  In
the event that all of these  conditions  are not  satisfied  or fulfilled by the
Closing Date, BUYER may elect not to close this transaction,  and in such event,
BUYER shall be entitled to the prompt return from Escrow Agent of the Deposit:

                  A. The  representations  and warranties of SELLER contained in
paragraph  6 above,  and all  other  representations  and  warranties  of SELLER
contained  herein,  shall be true and correct on the Closing  Date.  SELLER,  by
having closed the sale of the  Property,  shall be deemed  conclusively  to have
certified  that as of the Closing Date all such  representations  and warranties
were true and correct on the Closing Date.



                                                                    Page 9 of 21





                  B. The  representations  and warranties of BUYER  contained in
paragraph  6  above,  and all  other  representations  and  warranties  of BUYER
contained  herein,  shall be true and correct on the  Closing  Date.  BUYER,  by
having closed the sale of the  Property,  shall be deemed  conclusively  to have
certified  that as of the Closing Date all such  representations  and warranties
were true and correct on the Closing Date.

                  C. There  shall have been no material  change in the  physical
condition or the net operating income of the Property.

                  D. SELLER shall  cooperate with  representatives  from Ernst &
Young LLP or any other accounting firm selected by BUYER ("CPA  Representative")
to audit the financial  Data provided by SELLER under  paragraph 8 above,  which
financial Data shall include, but not be limited to, income and expense reports,
original invoices and bank statements  required under paragraph 8 above. The CPA
Representative  shall have the right to update its review of the financial  Data
between the expiration of BUYER's Inspection Period and the Closing Date.

         9.1 The following are  conditions  precedent to SELLER's  obligation to
close and consummate the transaction contemplated by this Agreement.  SELLER and
only SELLER, may waive one or more of these conditions. In the event that all of
these conditions are not satisfied or fulfilled by the Closing Date,  SELLER may
elect not to close this transaction,  and in such event, BUYER shall be entitled
to the prompt return from Escrow Agent of the Deposit:

                  A. The Closing shall occur  simultaneously with the closing of
that  certain  Agreement  of Sale made as of this date by and between  BUYER and
FIVE WHITES, L.L.C.

                  B. The Closing shall occur  simultaneously with the closing of
that  certain  Agreement  of Sale made as of this date by and between  BUYER and
WHITE SANDS ESTATES,  L.L.C.  (the "White Sands Contract"),  provided,  however,
when BUYER  deposits the  additional  Deposit  with Escrow Agent of  $50,000.00,
making the total Deposit of  $100,000.00  under the White Sands Contract and the
Escrow  Agent is  authorized  to release the total  Deposit to SELLER  under the
White Sands Contract, this condition shall be deleted or deemed satisfied and of
no further force and effect.

                  C. In the  event  BUYER  fails  for any  reason  to close  the
Agreements  of Sale  identified  in  Paragraphs  A or B  above,  subject  to the
condition  in  paragraph B being  deleted or  satisfied,  SELLER may cancel this
Agreement of Sale.

         10.  CLOSING.  The sale and purchase  transaction  contemplated by this
Agreement  shall be closed and  consummated  on or before  fifteen (15) business
days from the date of  expiration  of the  Inspection  Period on a date mutually
agreed to by the parties (the "Closing  Date").  Closing shall be at the closest
office  of an agent of the  Escrow  Agent  located  in the  proximity  of Apache
Junction,  Arizona or, at BUYER's  option,  may be effected  through the mail as
coordinated  by counsel  for SELLER and BUYER.  Notice  shall be given to Escrow
Agent at least five (5) days in advance of


                                                                   Page 10 of 21





the date  established by the parties for Closing.  The Closing shall be at 12:00
Noon,  Eastern  Standard Time on the Closing Date unless otherwise agreed by the
parties or their counsel.  At Closing,  SELLER and, as  applicable,  BUYER shall
execute and deliver the following  documents in form  acceptable to BUYER and/or
undertake the following:

                  A. All  corporate or  applicable  partnership  certifications,
resolutions  and  approvals  necessary to evidence both the SELLER's and BUYER's
authority to enter into and consummate  the  transactions  contemplated  by this
Agreement.

                  B. Special  Warranty Deed from SELLER to BUYER conveying title
to the Real  Property  to BUYER  free and clear of all liens,  encumbrances  and
matters other than the Permitted Exceptions.

                  C. Bill of Sale from SELLER to BUYER transferring the Personal
Property free and clear of all liens and encumbrances together with the original
Motor Vehicle  Certificate of Title  (properly  endorsed and lien free) for each
mobile home unit and motor vehicle included in this purchase and sale.

                  D.  Promissory  Note or  Earnout  Agreement  (at the option of
SELLER)  executed  by BUYER in favor of  SELLER,  having  terms  and  conditions
accepted and approved by the BUYER and SELLER during the Inspection Period.

                  E. First  Mortgage  Lien on the Property  executed by BUYER in
favor of SELLER,  having terms and conditions accepted and approved by the BUYER
and SELLER during the Inspection Period.

                  F. Security  Agreement and UCC Financing  Statement granting a
first  security  lien  on the  Personal  Property,  excluding  the  mobile  home
inventory,  executed by BUYER in favor of SELLER,  having  terms and  conditions
accepted and approved by the BUYER and SELLER during the Inspection Period.

                  G. Affidavit of No Liens by SELLER.

                  H. Affidavit of Non-Foreign Status by SELLER.

                  I.  Updated  certified  rent roll dated and accurate as of the
Closing Date and certified by SELLER to BUYER.

                  J.  Assignment  from SELLER to BUYER assigning all of SELLER's
right, title and interest, to the extent it exists and without representation or
warranty,  in and to the name by which  the  Property  is  commonly  known,  all
authorizations,  permits and licenses  relating to the operation of the Property
which are  assignable  by SELLER,  if any, and all leases,  contracts  and other
items  required to be assigned as set forth in this  Agreement free and clear of
all liens and


                                                                   Page 11 of 21





encumbrances  except for the matters  permitted in this Agreement;  all of which
shall be assumed by BUYER  effective  from and after the  Closing  Date.  SELLER
shall undertake all action, and execute all forms,  required by all governmental
authorities and contract vendors to effect this assignment.

                  K. Assignment by SELLER,  to the extent they exist and without
representation  or warranty,  of all currently  existing and  effective  claims,
guaranties,  warranties,  indemnifications  and all other rights,  if any, which
SELLER  may have  against  suppliers,  laborers,  materialmen,  contractors,  or
sub-contractors   arising  out  of  or  in  connection  with  the  installation,
construction  and maintenance of the Property;  all of which shall be assumed by
BUYER effective from and after the Closing Date.

                  L. Assignment by SELLER,  to the extent they exist and without
representation or warranty, to BUYER of all agreements, if any, which SELLER has
for access and utilities to service the Property;  all of which shall be assumed
by BUYER effective from and after the Closing Date.

                  M. Closing Statement by SELLER and BUYER.

                  N. Such other  documents as are reasonably  necessary to close
and consummate the purchase and sale transaction contemplated by this Agreement.

                  O.  SELLER  shall  deliver  to BUYER  all  existing  plans and
specifications  relating to the improvements located upon the Property which are
in SELLER's possession or reasonably accessible to SELLER.

                  P.  SELLER  shall  deliver and assign to BUYER all of SELLER's
right, title and interest, if any, in and to all licenses, permits, certificates
of  occupancy,  mobile home titles (for SELLER owned mobile home units,  if any)
and such other  comparable  certificates or documents  issued by the appropriate
governmental  authorities with respect to the Property or any part thereof which
are legally assignable by SELLER, if any.

                  Q. BUYER shall  deliver to SELLER the adjusted cash portion of
the  Purchase  Price and  authorize  Escrow  Agent's  delivery of the Deposit to
SELLER. Said sum shall be paid, at SELLER's election, by locally drawn cashier's
check or Federal Reserve Bank wire transfer.

         11.  CLOSING  COSTS.  SELLER  shall pay for the cost of any  corrective
documents  required for marketable and insurable  title,  transfer stamps on the
Special  Warranty Deed and all costs  associated  with the issuance of the title
binder and policy.  BUYER  shall pay for the cost of the  survey,  environmental
report and the recording the Special  Warranty  Deed.  Each party shall bear its
own attorneys' fees and other professional  costs,  except as otherwise provided
for herein.

         12.  PRORATIONS.  Except as otherwise set forth in this Agreement,  all
taxes and other operating expenses and revenue of the Property shall be prorated
as of the Closing Date.  Taxes shall be prorated  based upon the current  year's
tax taking into account the maximum available discount.


                                                                   Page 12 of 21





If the Closing  takes place and the current  year's  taxes are not fixed and the
current year's assessment is available,  taxes shall be prorated based upon such
assessment and the prior year's millage. If the current year's assessment is not
available,  then taxes  shall be  prorated  on the prior  year's tax taking into
account  the  maximum  available  discount.  In the event the tax  proration  is
incorrect on the Closing Date  because the  property is  reassessed  for the tax
year of the Closing by the  governmental  agency  having  jurisdiction  over the
Property,  subsequent to the Closing Date, BUYER or SELLER shall be entitled, as
the case may be, to a reproration of such taxes upon written request made to the
other  party.  SELLER or BUYER shall  remit the  reproration  adjustment  amount
requested within ten (10) days of request therefor. In the event SELLER or BUYER
fails to remit the reproration amount requested within said ten (10) day period,
the party seeking  reimbursement  shall be entitled to all costs of  collection,
including all attorneys'  fees and costs incurred in collection  thereof and the
amount owing shall bear interest at the highest lawful rate until paid, it being
acknowledged  that this right shall survive  Closing and delivery of the Special
Warranty  Deed.  Any rents received by SELLER in respect of the period after the
Closing  Date shall be  promptly  remitted to BUYER.  With regard to  delinquent
rents,  if any, BUYER shall not be held  responsible  for and BUYER shall not be
required to institute  any  proceedings  whatsoever  to collect such  delinquent
rents. However, all rents received by BUYER attributable to periods prior to the
Closing Date shall be promptly remitted by BUYER to SELLER.  All rents collected
after the Closing shall be first applied to current rents due, then to rents for
periods prior to the Closing Date unless they are clearly intended by the tenant
to apply for the period  prior to Closing in which  event they shall be promptly
remitted  to SELLER.  This  obligation  to remit  shall  survive the Closing and
delivery of the Special  Warranty  Deed.  SELLER  shall  deliver to BUYER at the
Closing,  copies of such  statements,  invoices  bills and  receipts as shall be
requested  by BUYER to enable BUYER to verify the accuracy of the amounts of any
prorations made pursuant to this  paragraph.  BUYER shall be credited at Closing
with all advance rentals and tenant security deposits previously paid to SELLER.
All  prorations  shall be made so that  SELLER has the benefit of all income and
the burden of all  expenses up to and  including  the Closing Date and BUYER has
the benefit of all income and the burden of all expenses after the Closing Date.

         13. DELIVERY OF POSSESSION.  At Closing,  SELLER shall deliver to BUYER
possession  of the Real  Property  free and clear of all  leases,  tenancies  or
occupancy,  except those  tenants set forth in the current rent roll provided to
BUYER by SELLER, and subject only to the Permitted Exceptions.

         14. FIRE OR OTHER  CASUALTY.  For purposes of this Agreement of Sale, a
"minor  casualty"  shall be any casualty  occurring to the Real  Property  which
causes damages of less than One Hundred Fifty Thousand Dollars  ($150,000.00) to
the Real Property. Any other casualty shall be a "major casualty".  If, prior to
Closing  hereunder,  the Real Property is subjected to a major or minor casualty
of which SELLER  becomes  aware,  SELLER shall give BUYER prompt  written notice
thereof.  If such  casualty is a minor  casualty,  this  Agreement of Sale shall
remain in full force and effect and the  purchase  contemplated  herein shall be
concluded  with no further  adjustment,  and at  Closing  SELLER  shall  assign,
transfer and set over to BUYER all of the right, title and interest of SELLER in
and to any  awards  that  have  been or that  may  thereafter  be made  for such
casualty,  subject  only to any  rights  of Tenant  under  each  Lease.  If such
casualty is a major casualty, the Real


                                                                   Page 13 of 21





Property  shall be considered a defective  parcel and BUYER shall have the right
to terminate this Agreement  whereupon the Deposit will be refunded to the BUYER
and the parties will be released from any further liability hereunder.

         15.  EMINENT  DOMAIN.  For purposes of this Agreement of Sale, a "minor
condemnation"  shall be any taking or  condemnation by any body having the power
of  condemnation or eminent domain which causes damages of less than One Hundred
Fifty Thousand Dollars  ($150,000.00) to the Real Property.  Any other taking or
condemnation shall be a "major condemnation".  If prior to Closing hereunder the
Real  Property is  subjected  to a major or minor  condemnation  of which SELLER
becomes aware,  SELLER shall give BUYER prompt written notice  thereof.  If such
condemnation  is a minor  condemnation,  this  Agreement of Sale shall remain in
full force and effect and the purchase  contemplated  herein,  less any interest
taken by  eminent  domain or  condemnation,  shall be  effected  with no further
adjustment,  and at Closing, SELLER shall assign, transfer and set over to BUYER
all of the right,  title and  interest  of SELLER in and to any awards that have
been or that may  thereafter be made for such taking,  subject only to rights of
Tenant under any Lease. If such condemnation is a major  condemnation,  the Real
Property  subject to the major  condemnation  shall be  considered  a  defective
parcel and BUYER shall have the right to terminate this Agreement  whereupon the
Deposit will be refunded to the BUYER and the parties will be released  from any
further liability hereunder.

         16. NOTICES.  All notices and other communications under this Agreement
of Sale  shall be in  writing  and shall be  effectively  given  only if sent by
nationally recognized overnight courier service, postage prepaid, return receipt
requested, addressed as follows:

         To SELLER:                 Alexander White
                                    980 East Broadway
                                    Apache Junction, AZ 85220
                                    FAX No. __________________

                  With a copy to:   Thomas Koniuszy, Esquire
                                    Quindry & Koniuszy
                                    4445 E. Broadway, Suite 109
                                    Mesa, AZ 85206
                                    FAX No. (480) 396-9738

         To BUYER:                  Community Acquisition and Development
                                    Corporation
                                    Attn: Joseph W. Gaynor, President
                                    2637 McCormick Dr., Ste. B
                                    Clearwater, FL 33759
                                    FAX No. (813) 791-9200

                  With a copy to:   Commercial Assets, Inc.
                                    Attn: Bruce E. Moore, President


                                                                   Page 14 of 21





                                    2 Ponds Edge Drive
                                    Chadds Ford, PA 19317
                                    FAX No. (610) 388-9616

or such other address as the party to be notified  shall have  designated to the
other  party  hereby by notice  delivered  in .  accordance  herewith.  All such
notices  shall be deemed given on the business day next  following  the day such
notice is accepted for delivery by the overnight courier service.

         17.  ASSIGNMENT  OF NAME.  At Closing,  SELLER  shall  assign to BUYER,
without  limitation,  all of its right,  title and interest in the name by which
the Property is commonly known hereinbefore referred to.

         18.  ASSIGNMENT.  BUYER may assign its rights and interests  under this
Agreement of Sale to any party without first obtaining the prior written consent
of SELLER.  Prior to the expiration of the Inspection Period,  BUYER will notify
SELLER of the identity of any proposed assignee of this Agreement of Sale.

         19.  SUPPLIES.  Inventories  of supplies,  including but not limited to
paint,  toilet tissue,  soap,  paper towels and all cleaning  materials,  if any
located on the Real Property on the Closing Date shall be  transferred  to BUYER
at no additional cost at the time of Closing and shall be covered by the Bill of
Sale.

         20.  DEFAULT BY SELLER.  If, under the  provisions  of this  Agreement,
SELLER  shall be  obligated to complete the sale of the Property but fails to do
so within the applicable  period provided for closing and such default continues
for a period of fifteen  (15) days after  written  notice  thereof from BUYER to
SELLER,  or shall  otherwise  fail to perform  any of the other  obligations  of
SELLER hereunder  within the required time period,  BUYER shall have the option,
to be exercised in its sole  discretion,  to: (a) apply to the Circuit  Court of
the  County  where  the  Real  Property  is  located  to seek  to have  specific
performance  under this  Agreement  and in such  action  shall have the right to
recover legally  cognizable  damages suffered by BUYER by reason of the delay in
BUYER's  acquisition of the Property;  or (b) sue SELLER for legally  cognizable
damages sustained by BUYER by reason of the default of SELLER provided, however,
that in no event shall the damages  recoverable  exceed four percent (4%) of the
gross purchase  price;  or (c) obtain the prompt return from Escrow Agent of the
Deposit,  with interest,  together with any other amounts due and owing to BUYER
pursuant  to  the  terms  of  this  Agreement,  and  thereafter  terminate  this
Agreement.

         21. DEFAULT BY BUYER. If, under the provisions of this Agreement, BUYER
shall be  obligated  to complete the purchase of the Property but fails to do so
within the applicable  period provided for closing,  and such default  continues
for a period of fifteen (15) days after  written  notice  thereof from SELLER to
BUYER, SELLER's sole right and exclusive remedy against BUYER shall be to obtain
the Deposit (a) as  consideration  for the execution of this  Agreement;  (b) as
agreed on  liquidated  damages  sustained  by SELLER  because of such default by
BUYER (the parties hereto agreeing that the retention of such funds shall not be
deemed a penalty, and recognizing the


                                                                   Page 15 of 21





impossibility of precisely  ascertaining the amount of damages to SELLER because
of such default and hereby  declaring  and agreeing  that the sum so retained is
and represents the reasonable damages of SELLER);  (c) in full settlement of any
claims of damages and in lieu of a specific performance by SELLER against BUYER;
and (d) in consideration for the full and absolute release of BUYER by SELLER of
any and all  further  obligations  under  this  Agreement.  In the  event  BUYER
defaults  hereunder,  BUYER shall forthwith on demand by SELLER return to SELLER
all title papers and other documents relating to the Property, including BUYER's
copy of this Agreement.

         22.      PROVISIONS WITH RESPECT TO ESCROW.

                  (a) The duties and obligations of Escrow Agent hereunder shall
be entirely  administrative and ministerial and not discretionary.  Escrow Agent
shall be  under no  responsibility  in  respect  of the  Deposit  other  than to
faithfully  follow  the  instructions   herein   contained.   Escrow  Agent  may
conclusively  rely upon any  instructions or documents  delivered to it by BUYER
and SELLER and  purportedly  executed  by a duly  authorized  officer or partner
thereof and shall be under-no  duty of  independent  inquiry with respect to any
facts  or  circumstances  recited  therein.  In the  event  that any  notice  or
instruction  required  to be  delivered  to  Escrow  Agent  hereunder  is not so
delivered, Escrow Agent may hold the Deposit, if any, pending delivery to Escrow
Agent of such  instruction  or notice  and may  exercise  all of Escrow  Agent's
rights and remedies  hereunder or otherwise  provided by law. The parties hereto
jointly and severally  agree to reimburse  and  indemnify  Escrow Agent for, and
hold Escrow Agent harmless against,  any loss,  liability or expense,  including
but not limited to,  reasonable  attorney's  fees, which may be asserted against
Escrow Agent or to which Escrow Agent may be exposed or which may be incurred by
reason of the acceptance of, or the performance of duties and obligations  under
this Agreement of Sale, except arising from such Escrow Agent's gross negligence
or willful  misconduct.  In no event shall  Escrow Agent be liable for any loss,
cost or damage arising out of the  performance of its duties  hereunder,  except
for acts of gross negligence or willful misconduct.

                  (b) In the event of any dispute or  disagreement in connection
with the performance by Escrow Agent of its duties under this Agreement of Sale,
including,  but not  limited  to, the  respective  rights of the  parties to the
Deposit,  Escrow Agent may consult with counsel  selected and employed by Escrow
Agent,  and Escrow  Agent  shall  suffer no  liability  for any action  taken or
suffered in good faith in accordance  with the opinion of such counsel,  if any,
provided,  however,  that the Deposit shall be disbursed in accordance  with the
terms of this  Agreement of Sale.  Notwithstanding  any other  provision of this
Agreement of Sale, if any dispute or  difference  arises among the parties or if
any conflicting  demand shall be made upon Escrow Agent,  Escrow Agent shall not
be required to determine  the same or take any action  thereon.  Rather,  Escrow
Agent may await settlement of the controversy by appropriate legal  proceedings;
or  Escrow  Agent  may,  by  written  notice  to the  parties  hereto,  initiate
litigation  to determine  to whom the Deposit held under this  Agreement of Sale
shall be  delivered;  or Escrow  Agent may file  suit in  interpleader  with the
proper court in the United States  District  Court for the District in which the
Real Property is located, for the purpose of having the respective rights of the
parties  adjudicated.  Escrow Agent,  upon  initiation of such suit, may deposit
with the court the  Deposit  and,  upon  giving  notice  thereof to the  parties
hereto,  Escrow Agent shall be fully  released and  discharged  from all further
obligations hereunder


                                                                   Page 16 of 21





with  respect to the Deposit  except  arising from gross  negligence  or willful
misconduct of Escrow Agent.

         23.  ACCEPTANCE  DATE.  SELLER shall have until 5:00 P.M.  (EST) on the
fifth (5th)  business day  following  Buyer's  Execution  Date,  within which to
accept this Agreement.  In the event SELLER fails to accept this Agreement as of
that  time and date,  this  Agreement  shall be null and void and of no  further
effect and BUYER shall be entitled to the prompt return from Escrow Agent of the
Deposit.

         24. CONFIDENTIALITY.  SELLER and BUYER agree not to disclose any of the
terms of this  Agreement  prior to Closing  except to the  officers,  directors,
employees  and third  party  professionals  assisting  each  party  with the due
diligence and closing of this transaction.

         25. OTHER OFFERS.  SELLER shall  neither  solicit nor accept any client
offers so long as this Agreement is in full force and effect.

         26. BROKER'S  COMMISSION.  SELLER and BUYER each warrant that there are
no real  estate  or  other  brokers  or  finders  of any type  involved  in this
transaction other than Saguaro Properties,  Inc., and each party shall indemnify
and hold  harmless the other party from all claims or damages for any  brokerage
commissions and/or fees being claimed arising out of this transaction  resulting
from the actions of the defaulting party.  BUYER shall be responsible to pay any
commissions due to Saguaro Properties, Inc., pursuant to a separate agreement.

         27.  SURVIVAL OF AGREEMENT.  The terms and conditions of this Agreement
which expressly so state shall survive the Closing hereof.

         28. TIME IS OF THE ESSENCE.  SELLER and BUYER  acknowledge that time is
of the essence of this Agreement.

         29.  MODIFICATIONS.  The parties acknowledge that this Agreement is the
entire  agreement  between the parties with respect to the subject matter hereof
and that this Agreement cannot be modified without a written agreement  executed
by both parties.

         30. ATTORNEYS' FEES. In the event of any litigation between the parties
arising  out of this  Agreement,  or the  collection  of any  funds due BUYER or
SELLER  pursuant to this  Agreement,  the prevailing  party shall be entitled to
recover all costs incurred and reasonable attorneys' fees and expenses incurred.
As used herein and throughout this Agreement,  the term "attorneys'  fees" shall
be deemed to include all fees incurred whether by attorneys,  paralegals,  legal
assistants  or law  clerks  whether  in  pretrial,  trial,  appeal,  bankruptcy,
collection or declaratory  proceedings.  The provisions of this paragraph  shall
survive Closing and delivery of the Special Warranty Deed.

          31.  EXHIBITS.  In the event that any exhibit  which is referred to in
this Agreement is not attached hereto at the time of execution of this Agreement
by SELLER and BUYER, SELLER


                                                                   Page 17 of 21





shall  promptly  cause any such missing  exhibit to be prepared and submitted to
BUYER for BUYER's  approval within five (5) days from the Effective Date hereof.
Upon approval of a given exhibit by BUYER,  the same shall be incorporated  into
this Agreement by written agreement executed by SELLER and BUYER.

         32.  CONSTRUCTION.  This  Agreement  has been  negotiated  between  the
parties,  each of whom have  been  represented  by  counsel.  Accordingly,  this
Agreement  shall not be  construed  against  either  party as the drafter of the
Agreement in the event of any litigation with respect to it.

         33. RADON GAS Radon is a naturally occurring radioactive gas that, when
it has  accumulated in a building in sufficient  quantities,  may present health
risks to persons  who are  exposed to it over time.  Levels of radon that exceed
federal and state  guidelines have been found in buildings in the State in which
the Real Property is located.  Additional  information regarding radon and radon
testing may be obtained from your county public health unit.

         34. VENUE.  Venue for any legal  proceeding  hereunder  shall be in the
State in which the Real Property is located.

         35. WAIVER OF JURY TRIAL.  SELLER and BUYER knowingly,  voluntarily and
intentionally  waive any  right to trial by jury in  respect  to any  litigation
arising out of, under or in connection  with this  Agreement or the  transaction
described herein.

         36. EFFECTIVE DATE.  Unless  otherwise set forth herein,  the Effective
Date shall be the date this  Agreement  is executed  by the  SELLER,  so long as
SELLER  returns a fully  executed  duplicate  original of this  Agreement to the
BUYER,  by either hand delivery or postmarked as of the date of the execution of
this  Agreement  by the  SELLER.  Each day of delay in  returning  the  executed
Agreement to the BUYER shall likewise extend the Effective Date.

         37.  COUNTERPART  EXECUTION.  This Agreement may be executed in several
counterparts,  each of which shall be fully  effective as an original and all of
which together shall constitute one and the same instrument.

         38.  FACSIMILE.  A facsimile of this  Agreement or any portion  hereof,
including the signature  page of any party,  shall be deemed an original for all
purposes.




                                                                   Page 18 of 21





         IN WITNESS  WHEREOF,  the parties  hereto have hereunto set their hands
and seals the day and year indicated below.

                                     BUYER:

WITNESSES:                                 COMMUNITY ACQUISITION AND DEVELOPMENT
                                           CORPORATION, a Delaware corporation

/s/Merrilyn Lovelady                       By:/s/Joseph W. Gaynor
Print Name: Merrilyn Lovelady                 Joseph W. Gaynor, President

/s/Cynthia E. Witte
Print Name: Cynthia E. Witte               Buyer's Execution Date: May 5, 1999


WITNESSES:                                 SELLER:

                                           WHITE GREGG, L.L.C., an Arizona
                                           limited liability company


/s/Alexander White                         By:/s/James White, Jr.
Print Name:  Alexander White               Print Name: James White, Jr.,
                                                       Manager

/s/Thomas E. Koniuszy
Print Name: Thomas E. Koniuszy             Execution Date:   May 6, 1999



/s/Thomas E. Koniuszy                      By:/s/Alexander White
Print Name:  Thomas E. Koniuszy            Print Name:  Alexander White,
                                                        Manager

/s/Gary Gunsalus
Print Name: Gary Gunsalus                  Execution Date:   May 6, 1999






                                                                   Page 19 of 21





                                     JOINDER

         ______________________________   of    ________________________________
joins in this  Agreement  of Sale for the sole  purpose  of  agreeing  to act as
Escrow Agent and to be legally bound to hold the Deposit in accordance  with the
provisions in Paragraphs 3(a) and 22 hereof.




                                          By:
                                          Print Name:
                                                            As Escrow Agent



                                                                   Page 20 of 21





                              SCHEDULE OF EXHIBITS


EXHIBIT "A"                Metes and Bounds Description of the Property

EXHIBIT "B"                Schedule of Personal Property

EXHIBIT "C"                Rent Roll

EXHIBIT "D"                Service Contracts

EXHIBIT "E"                Phase I Environmental Audit Summary




                                                                   Page 21 of 21