Agreement, dated as of December 31, 1997, between the Company and ERB Acquisition Group, LLC relating to the issuance of Series A Preferred Shares. 2 AGREEMENT This Agreement is made as of December 31, 1997, between Consolidated Capital of North...

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                                    EXHIBIT
                                     10.41


             Agreement, dated as of December 31, 1997, between the
             Company and XXX Acquisition Group, LLC relating to the
                     issuance of Series A Preferred Shares.
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                                   AGREEMENT


         This Agreement is made as of December 31, 1997, between Consolidated
Capital of North America, Inc. (the "Company") and XXX Acquisition Group,
LLC("XXX").

                                   WITNESSETH

         WHEREAS, the Company is indebted to XXX for $384,000 (the
"Indebtedness"); and

         WHEREAS, the Company desires to issue Preferred Shares in exchange for
the cancellation of such Indebtedness;

         WHEREAS, XXX is willing to accept Preferred Shares of the Company in
exchange for cancellation of such Indebtedness;

         NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants made herein, and other good and valuable consideration,
receipt of which is hereby acknowledged, the parties hereto agree as follows:

         1.   Issuance of the Shares.  Simultaneously with the execution of
this Agreement, the Company agrees to issue to XXX 384,000 Series A Preferred
Shares of the Company having the terms set forth in Annex A hereto (the
"Shares") in consideration of the cancellation of the Indebtedness owed by the
Company to XXX.

         2.   Investment Intent. XXX acknowledges that it is acquiring the
Shares for investment purposes only, and acknowledges that (A) the Shares and
the Common Shares of the Company into which the Shares are convertible (the
"Conversion Shares") have not been registered under federal securities laws or
state securities laws, and accordingly, constitute "restricted securities" for
purposes of federal and state securities laws, (B) XXX will not be able to
transfer the Shares or Conversion Shares except upon compliance with the
registration





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requirements of federal and state securities laws or exemptions therefrom, and
(C) the certificate evidencing the Shares and the Conversion Shares will
contain a legend to the foregoing effect.

         3.      Construction.  This Agreement shall be construed and enforced
in accordance with the laws of the State of Colorado.

         4.      Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         IN WITNESS WHEREOF, the undersigned have executed, or have caused to
be executed, this Agreement as of the date first above written.


                                        CONSOLIDATED CAPITAL
                                        OF NORTH AMERICA, INC


                                        By:/s/ Xxxxxx X. Xxxxxxx
                                           ------------------------------
                                             Xxxxxx X. Xxxxxxx
                                             Secretary, Treasurer and
                                             Chief Financial Officer


                                        XXX ACQUISITION GROUP, LLC


                                        By:  /s/ Xxxx Xxxxxx   
                                            -----------------------------
                                             Xxxx Xxxxxx
                                             Manager