Farallon Capital Management LLC, et al. – ‘SC 13D/A’ on 2/16/01 re: Capital Pacific Holdings Inc

On:  Friday, 2/16/01, at 3:03pm ET   ·   Accession #:  909661-1-9   ·   File #:  5-39237

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Schedule 13D Amendment No. 10                         68    227K 

Document Table of Contents

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                                                  OMB APPROVAL
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13D
 (Section 240.13d-101)

 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO SECTION 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
SECTION 240.13d-2(a)

 (Amendment No. 10)1

Capital Pacific Holdings, Inc.
--------------------------------------------------------------------------------

(Name of Issuer)

 Common Stock, par value $0.10 per share
--------------------------------------------------------------------------------

(Title of Class of Securities)

 14040M104
--------------------------------------------------------------------------------

(CUSIP Number)

Mark C. Wehrly
 Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
 San Francisco, California 94111
(415) 421-2132
--------------------------------------------------------------------------------

 (Name, Address and Telephone Number of Person
 Authorized to Receive Notices and Communications)

 February 15, 2001
--------------------------------------------------------------------------------

 (Date of Event which Requires Filing of this Statement)

     If the filing  person has  previously  filed a statement on Schedule 13G to
report the  acquisition  that is the subject of this Schedule 13D, and is filing
this schedule because of Sections 240.13d-1(e),  13d-1(f) or 13d-1(g), check the
following box [ ].                                                              

     Note.  Schedules  filed in paper format shall include a signed original and
five copies of the schedule,  including all exhibits.  See Section  240.13d-7(b)
for other parties to whom copies are to be sent.                                

(Continued on following pages)
Exhibit Index Found on Page 30
Page 1 of 68 Pages
--------                                                                        
     1 The  remainder  of this cover  page  shall be filled out for a  reporting
person's  initial  filing on this  form with  respect  to the  subject  class of
securities,  and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.                               
     The  information  required on the remainder of this cover page shall not be
deemed to be "filed"  for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 ("Act") or otherwise  subject to the  liabilities of that section of
the Act but shall be subject to all other  provisions of the Act  (however,  see
the Notes).                                                                     

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 13D
===================                                                             
CUSIP No. 14040M104                                                             
===================                                                             
-------------===================================================================
1       NAMES OF REPORTING PERSONS                                    
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

California Housing Finance, L.P.                      
-------------===================================================================
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                   (a) [   ]

                                                                     (b) [ X ]**

                    **   The  reporting  persons  making  this  filing  hold  an
                         aggregate  of 2,809,851  Shares,  which is 20.4% of the
                         class of securities. The reporting person on this cover
                         page,  however,  is a  beneficial  owner  only  of  the
               securities reported by it on this cover page.
-------------===================================================================
3       SEC USE ONLY                                                  

-------------===================================================================
4       SOURCE OF FUNDS (See Instructions)                            

N/A                                                   
-------------===================================================================
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
TO ITEMS 2(d) OR 2(e)                                 
                                                                      [    ]
-------------===================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                          

Delaware                                              
------------------------------------============================================
NUMBER OF            7       SOLE VOTING POWER                    

SHARES                      -0-                                 
                        ------------============================================
BENEFICIALLY           8       SHARED VOTING POWER                    

OWNED BY                     2,809,851                            
                        ------------============================================
EACH               9       SOLE DISPOSITIVE POWER             

REPORTING                    -0-                                  
                        ------------============================================
PERSON WITH           10      SHARED DISPOSITIVE POWER              

 2,809,851
------------------------------------============================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  

2,809,851                                             
-------------===================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES            
CERTAIN SHARES (See Instructions)                     
                                                                       [   ]

-------------===================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)            

20.4 %                                                
-------------===================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                   

PN                                                    
-------------===================================================================

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===================                                                             
CUSIP No. 14040M104                                                             
===================                                                             
-------------===================================================================

1       NAMES OF REPORTING PERSONS                                    
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

California Housing Finance, L.L.C.                    
-------------===================================================================
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                   (a) [   ]

                                                                     (b) [ X ]**

                    **   The  reporting  persons  making  this  filing  hold  an
                         aggregate  of 2,809,851  Shares,  which is 20.4% of the
                         class of securities. The reporting person on this cover
                         page,  however,  is a  beneficial  owner  only  of  the
               securities reported by it on this cover page.
-------------===================================================================
3       SEC USE ONLY                                                  

-------------===================================================================
4       SOURCE OF FUNDS (See Instructions)                            

N/A                                                   
-------------===================================================================
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
TO ITEMS 2(d) OR 2(e)                                 
                                                                       [   ]
-------------===================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                          

Delaware                                              
------------------------------------============================================
NUMBER OF            7       SOLE VOTING POWER                    

SHARES                      -0-                                 
                        ------------============================================
BENEFICIALLY           8       SHARED VOTING POWER                    

OWNED BY                     2,809,851                            
                        ------------============================================
EACH               9       SOLE DISPOSITIVE POWER             

REPORTING                    -0-                                  
                        ------------============================================
PERSON WITH           10      SHARED DISPOSITIVE POWER              

 2,809,851
------------------------------------============================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  

2,809,851                                             
-------------===================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES            
CERTAIN SHARES (See Instructions)                     
                                                                       [   ]

-------------===================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)            

20.4 %                                                
-------------===================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                   

PN                                                    
-------------===================================================================

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===================                                                             
CUSIP No. 14040M104                                                             
===================                                                             
-------------===================================================================

1       NAMES OF REPORTING PERSONS                                    
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Farallon Capital Management, L.L.C.                   
-------------===================================================================
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                   (a) [   ]

                                                                     (b) [ X ]**

                    **   The  reporting  persons  making  this  filing  hold  an
                         aggregate  of 2,809,851  Shares,  which is 20.4% of the
                         class of securities. The reporting person on this cover
                         page,  however,  is a  beneficial  owner  only  of  the
               securities reported by it on this cover page.
-------------===================================================================
3       SEC USE ONLY                                                  

-------------===================================================================
4       SOURCE OF FUNDS (See Instructions)                            

N/A                                                   
-------------===================================================================
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
TO ITEMS 2(d) OR 2(e)                                 
                                                                         [   ]
-------------===================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                          

Delaware                                              
------------------------------------============================================
NUMBER OF            7       SOLE VOTING POWER                    

SHARES                      -0-                                 
                        ------------============================================
BENEFICIALLY           8       SHARED VOTING POWER                    

OWNED BY                     2,809,851                            
                        ------------============================================
EACH               9       SOLE DISPOSITIVE POWER             

REPORTING                    -0-                                  
                        ------------============================================
PERSON WITH           10      SHARED DISPOSITIVE POWER              

 2,809,851
------------------------------------============================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  

2,809,851                                             
-------------===================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES            
CERTAIN SHARES (See Instructions)                     
                                                                       [   ]

-------------===================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)            

20.4 %                                                
-------------===================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                   

PN                                                    
-------------===================================================================

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===================                                                             
CUSIP No. 14040M104                                                             
===================                                                             

-------------===================================================================
1       NAMES OF REPORTING PERSONS                                    
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Enrique H. Boilini                                    
-------------===================================================================
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                   (a) [   ]

                                                                     (b) [ X ]**

                    **   The  reporting  persons  making  this  filing  hold  an
                         aggregate  of 2,809,851  Shares,  which is 20.4% of the
                         class of securities. The reporting person on this cover
                         page, however, may be deemed a beneficial owner only of
                   the securities reported by it on this cover page.
-------------===================================================================
3       SEC USE ONLY                                                  

-------------===================================================================
4       SOURCE OF FUNDS (See Instructions)                            

N/A                                                   
-------------===================================================================
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
TO ITEMS 2(d) OR 2(e)                                 
                                                                       [   ]
-------------===================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                          
United States                                         
------------------------------------============================================
NUMBER OF            7       SOLE VOTING POWER                    

SHARES                      -0-                                 
                        ------------============================================
BENEFICIALLY           8       SHARED VOTING POWER                    

OWNED BY                     2,809,851                            
                        ------------============================================
EACH               9       SOLE DISPOSITIVE POWER             

REPORTING                    -0-                                  
                        ------------============================================
PERSON WITH           10      SHARED DISPOSITIVE POWER              

 2,809,851
------------------------------------============================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  

2,809,851                                             
-------------===================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES            
CERTAIN SHARES (See Instructions)                     
                                                                       [   ]

-------------===================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)            

20.4 %                                                
-------------===================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                   

IN                                                    
-------------===================================================================

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===================                                                             
CUSIP No. 14040M104                                                             
===================                                                             

-------------===================================================================
1       NAMES OF REPORTING PERSONS                                    
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

David I. Cohen                                        
-------------===================================================================
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                   (a) [   ]

                                                                     (b) [ X ]**

                    **   The  reporting  persons  making  this  filing  hold  an
                         aggregate  of 2,809,851  Shares,  which is 20.4% of the
                         class of securities. The reporting person on this cover
                         page, however, may be deemed a beneficial owner only of
                   the securities reported by it on this cover page.
-------------===================================================================
3       SEC USE ONLY                                                  

-------------===================================================================
4       SOURCE OF FUNDS (See Instructions)                            

N/A                                                   
-------------===================================================================
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
TO ITEMS 2(d) OR 2(e)                                 
                                                                       [   ]
-------------===================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                          
United States                                         
------------------------------------============================================
NUMBER OF            7       SOLE VOTING POWER                    

SHARES                      -0-                                 
                        ------------============================================
BENEFICIALLY           8       SHARED VOTING POWER                    

OWNED BY                     2,809,851                            
                        ------------============================================
EACH               9       SOLE DISPOSITIVE POWER             

REPORTING                    -0-                                  
                        ------------============================================
PERSON WITH           10      SHARED DISPOSITIVE POWER              

 2,809,851
------------------------------------============================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  

2,809,851                                             
-------------===================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES            
CERTAIN SHARES (See Instructions)                     
                                                                       [   ]

-------------===================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)            

20.4 %                                                
-------------===================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                   

IN                                                    
-------------===================================================================

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===================                                                             
CUSIP No. 14040M104                                                             
===================                                                             

-------------===================================================================
1       NAMES OF REPORTING PERSONS                                    
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Joseph F. Downes                                      
-------------===================================================================
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                   (a) [   ]

                                                                     (b) [ X ]**

                    **   The  reporting  persons  making  this  filing  hold  an
                         aggregate  of 2,809,851  Shares,  which is 20.4% of the
                         class of securities. The reporting person on this cover
                         page, however, may be deemed a beneficial owner only of
                   the securities reported by it on this cover page.
-------------===================================================================
3       SEC USE ONLY                                                  

-------------===================================================================
4       SOURCE OF FUNDS (See Instructions)                            

N/A                                                   
-------------===================================================================
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
TO ITEMS 2(d) OR 2(e)                                 
                                                                       [   ]
-------------===================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                          
United States                                         
------------------------------------============================================
NUMBER OF            7       SOLE VOTING POWER                    

SHARES                      -0-                                 

BENEFICIALLY           8       SHARED VOTING POWER                    

OWNED BY                     2,809,851                            

EACH               9       SOLE DISPOSITIVE POWER             

REPORTING                    -0-                                  
PERSON WITH           10      SHARED DISPOSITIVE POWER              

 2,809,851
------------------------------------============================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  

2,809,851                                             
-------------===================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES            
CERTAIN SHARES (See Instructions)                     
                                                                       [   ]

-------------===================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)            

20.4 %                                                
-------------===================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                   

IN                                                    
-------------===================================================================

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===================                                                             
CUSIP No. 14040M104                                                             
===================                                                             

-------------===================================================================
1       NAMES OF REPORTING PERSONS                                    
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

William F. Duhamel                                    
-------------===================================================================
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                   (a) [   ]

                                                                     (b) [ X ]**

                    **   The  reporting  persons  making  this  filing  hold  an
                         aggregate  of 2,809,851  Shares,  which is 20.4% of the
                         class of securities. The reporting person on this cover
                         page, however, may be deemed a beneficial owner only of
                   the securities reported by it on this cover page.
-------------===================================================================
3       SEC USE ONLY                                                  

-------------===================================================================
4       SOURCE OF FUNDS (See Instructions)                            

N/A                                                   
-------------===================================================================
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
TO ITEMS 2(d) OR 2(e)                                 
                                                                       [   ]
-------------===================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                          
United States                                         
------------------------------------============================================
NUMBER OF            7       SOLE VOTING POWER                    

SHARES                      -0-                                 
                        ------------============================================
BENEFICIALLY           8       SHARED VOTING POWER                    

OWNED BY                     2,809,851                            
                        ------------============================================
EACH               9       SOLE DISPOSITIVE POWER             

REPORTING                    -0-                                  
                        ------------============================================
PERSON WITH           10      SHARED DISPOSITIVE POWER              

 2,809,851
------------------------------------============================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  

2,809,851                                             
-------------===================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES            
CERTAIN SHARES (See Instructions)                     
                                                                       [   ]
-------------===================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)            

20.4 %                                                
-------------===================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                   

IN                                                    
-------------===================================================================

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===================                                                             
CUSIP No. 14040M104                                                             
===================                                                             

-------------===================================================================
1       NAMES OF REPORTING PERSONS                                    
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Andrew B. Fremder                                     
-------------===================================================================
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                   (a) [   ]

                                                                     (b) [ X ]**

                    **   The  reporting  persons  making  this  filing  hold  an
                         aggregate  of 2,809,851  Shares,  which is 20.4% of the
                         class of securities. The reporting person on this cover
                         page, however, may be deemed a beneficial owner only of
                   the securities reported by it on this cover page.
-------------===================================================================
3       SEC USE ONLY                                                  

-------------===================================================================
4       SOURCE OF FUNDS (See Instructions)                            

N/A                                                   
-------------===================================================================
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
TO ITEMS 2(d) OR 2(e)                                 
                                                                       [   ]
-------------===================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                          
United States                                         
------------------------------------============================================
NUMBER OF            7       SOLE VOTING POWER                    

SHARES                      -0-                                 
                        ------------============================================
BENEFICIALLY           8       SHARED VOTING POWER                    

OWNED BY                     2,809,851                            
                        ------------============================================
EACH               9       SOLE DISPOSITIVE POWER             

REPORTING                    -0-                                  
                        ------------============================================
PERSON WITH           10      SHARED DISPOSITIVE POWER              

 2,809,851
------------------------------------============================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  

2,809,851                                             
-------------===================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES            
CERTAIN SHARES (See Instructions)                     
                                                                       [   ]

-------------===================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)            

20.4 %                                                
-------------===================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                   

IN                                                    
-------------===================================================================

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===================                                                             
CUSIP No. 14040M104                                                             
===================                                                             

-------------===================================================================
1       NAMES OF REPORTING PERSONS                                    
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Richard B. Fried                                      
-------------===================================================================
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                   (a) [   ]

                                                                     (b) [ X ]**

                    **   The  reporting  persons  making  this  filing  hold  an
                         aggregate  of 2,809,851  Shares,  which is 20.4% of the
                         class of securities. The reporting person on this cover
                         page, however, may be deemed a beneficial owner only of
                   the securities reported by it on this cover page.
-------------===================================================================
3       SEC USE ONLY                                                  

-------------===================================================================
4       SOURCE OF FUNDS (See Instructions)                            

N/A                                                   
-------------===================================================================
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
TO ITEMS 2(d) OR 2(e)                                 
                                                                       [   ]
-------------===================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                          
United States                                         
------------------------------------============================================
NUMBER OF            7       SOLE VOTING POWER                    

SHARES                      -0-                                 
                        ------------============================================
BENEFICIALLY           8       SHARED VOTING POWER                    

OWNED BY                     2,809,851                            
                        ------------============================================
EACH               9       SOLE DISPOSITIVE POWER             

REPORTING                    -0-                                  
                        ------------============================================
PERSON WITH           10      SHARED DISPOSITIVE POWER              

 2,809,851
------------------------------------============================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  

2,809,851                                             
-------------===================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES            
CERTAIN SHARES (See Instructions)                     
                                                                       [   ]

-------------===================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)            

20.4 %                                                
-------------===================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                   

IN                                                    
-------------===================================================================

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===================                                                             
CUSIP No. 14040M104                                                             
===================                                                             

-------------===================================================================
1       NAMES OF REPORTING PERSONS                                    
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Monica R. Landry                                      
-------------===================================================================
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                   (a) [   ]

                                                                     (b) [ X ]**

                    **   The  reporting  persons  making  this  filing  hold  an
                         aggregate  of 2,809,851  Shares,  which is 20.4% of the
                         class of securities. The reporting person on this cover
                         page, however, may be deemed a beneficial owner only of
                   the securities reported by it on this cover page.
-------------===================================================================
3       SEC USE ONLY                                                  

-------------===================================================================
4       SOURCE OF FUNDS (See Instructions)                            

N/A                                                   
-------------===================================================================
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
TO ITEMS 2(d) OR 2(e)                                 
                                                                  [    ]
-------------===================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                          
United States                                         
------------------------------------============================================
NUMBER OF            7       SOLE VOTING POWER                    

SHARES                      -0-                                 
                        ------------============================================
BENEFICIALLY           8       SHARED VOTING POWER                    

OWNED BY                     2,809,851                            
                        ------------============================================
EACH               9       SOLE DISPOSITIVE POWER             

REPORTING                    -0-                                  
                        ------------============================================
PERSON WITH           10      SHARED DISPOSITIVE POWER              

 2,809,851
------------------------------------============================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  

2,809,851                                             
-------------===================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES            
CERTAIN SHARES (See Instructions)                     
                                                                       [   ]

-------------===================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)            

20.4 %                                                
-------------===================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                   

IN                                                    
-------------===================================================================

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===================                                                             
CUSIP No. 14040M104                                                             
===================                                                             

-------------===================================================================
1       NAMES OF REPORTING PERSONS                                    
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

William F. Mellin                                     
-------------===================================================================
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                   (a) [   ]

                                                                     (b) [ X ]**

                    **   The  reporting  persons  making  this  filing  hold  an
                         aggregate  of 2,809,851  Shares,  which is 20.4% of the
                         class of securities. The reporting person on this cover
                         page, however, may be deemed a beneficial owner only of
                   the securities reported by it on this cover page.
-------------===================================================================
3       SEC USE ONLY                                                  

-------------===================================================================
4       SOURCE OF FUNDS (See Instructions)                            

N/A                                                   
-------------===================================================================
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
TO ITEMS 2(d) OR 2(e)                                 
                                                                      [    ]
-------------===================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                          

United States                                         
------------------------------------============================================
NUMBER OF            7       SOLE VOTING POWER                    

SHARES                      -0-                                 
                        ------------============================================
BENEFICIALLY           8       SHARED VOTING POWER                    

OWNED BY                     2,809,851                            
                        ------------============================================
EACH               9       SOLE DISPOSITIVE POWER             

REPORTING                    -0-                                  
                        ------------============================================
PERSON WITH           10      SHARED DISPOSITIVE POWER              

 2,809,851
------------------------------------============================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  

2,809,851                                             
-------------===================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES            
CERTAIN SHARES (See Instructions)                     
                                                                       [   ]

-------------===================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)            

20.4 %                                                
-------------===================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                   

IN                                                    
-------------===================================================================

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===================                                                             
CUSIP No. 14040M104                                                             
===================                                                             

-------------===================================================================
1       NAMES OF REPORTING PERSONS                                    
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Stephen L. Millham                                    
-------------===================================================================
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                   (a) [   ]

                                                                     (b) [ X ]**

                    **   The  reporting  persons  making  this  filing  hold  an
                         aggregate  of 2,809,851  Shares,  which is 20.4% of the
                         class of securities. The reporting person on this cover
                         page, however, may be deemed a beneficial owner only of
                   the securities reported by it on this cover page.
-------------===================================================================
3       SEC USE ONLY                                                  

-------------===================================================================
4       SOURCE OF FUNDS (See Instructions)                            

N/A                                                   
-------------===================================================================
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
TO ITEMS 2(d) OR 2(e)                                 
                                                                       [   ]
-------------===================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                          

United States                                         
------------------------------------============================================
NUMBER OF            7       SOLE VOTING POWER                    

SHARES                      -0-                                 
                        ------------============================================
BENEFICIALLY           8       SHARED VOTING POWER                    

OWNED BY                     2,809,851                            
                        ------------============================================
EACH               9       SOLE DISPOSITIVE POWER             

REPORTING                    -0-                                  
                        ------------============================================
PERSON WITH           10      SHARED DISPOSITIVE POWER              

 2,809,851
------------------------------------============================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  

2,809,851                                             
-------------===================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES            
CERTAIN SHARES (See Instructions)                     
                                                                       [   ]

-------------===================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)            

20.4 %                                                
-------------===================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                   

IN                                                    
-------------===================================================================

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===================                                                             
CUSIP No. 14040M104                                                             
===================                                                             

-------------===================================================================
1       NAMES OF REPORTING PERSONS                                    
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Meridee A. Moore                                      
-------------===================================================================
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                   (a) [   ]

                                                                     (b) [ X ]**

                    **   The  reporting  persons  making  this  filing  hold  an
                         aggregate  of 2,809,851  Shares,  which is 20.4% of the
                         class of securities. The reporting person on this cover
                         page, however, may be deemed a beneficial owner only of
                   the securities reported by it on this cover page.
-------------===================================================================
3       SEC USE ONLY                                                  

-------------===================================================================
4       SOURCE OF FUNDS (See Instructions)                            

N/A                                                   
-------------===================================================================
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
TO ITEMS 2(d) OR 2(e)                                 
                                                                       [   ]
-------------===================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                          

United States                                         
------------------------------------============================================
NUMBER OF            7       SOLE VOTING POWER                    

SHARES                      -0-                                 
                        ------------============================================
BENEFICIALLY           8       SHARED VOTING POWER                    

OWNED BY                     2,809,851                            
                        ------------============================================
EACH               9       SOLE DISPOSITIVE POWER             

REPORTING                    -0-                                  
                        ------------============================================
PERSON WITH           10      SHARED DISPOSITIVE POWER              

 2,809,851
------------------------------------============================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  

2,809,851                                             
-------------===================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES            
CERTAIN SHARES (See Instructions)                     
                                                                       [   ]

-------------===================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)            

20.4 %                                                
-------------===================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                   

IN                                                    
-------------===================================================================

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===================                                                             
CUSIP No. 14040M104                                                             
===================                                                             

-------------===================================================================
1       NAMES OF REPORTING PERSONS                                    
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Thomas F. Steyer                                      
-------------===================================================================
   2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                   (a) [   ]

                                                                     (b) [ X ]**

                    **   The  reporting  persons  making  this  filing  hold  an
                         aggregate  of 2,809,851  Shares,  which is 20.4% of the
                         class of securities. The reporting person on this cover
                         page, however, may be deemed a beneficial owner only of
                   the securities reported by it on this cover page.
-------------===================================================================
3       SEC USE ONLY                                                  

-------------===================================================================
4       SOURCE OF FUNDS (See Instructions)                            

N/A                                                   
-------------===================================================================
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
TO ITEMS 2(d) OR 2(e)                                 
                                                                       [   ]
-------------===================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                          
United States                                         
------------------------------------============================================
NUMBER OF            7       SOLE VOTING POWER                    

SHARES                      -0-                                 
                        ------------============================================
BENEFICIALLY           8       SHARED VOTING POWER                    

OWNED BY                     2,809,851                            
                        ------------============================================
EACH               9       SOLE DISPOSITIVE POWER             

REPORTING                    -0-                                  
                        ------------============================================
PERSON WITH           10      SHARED DISPOSITIVE POWER              

 2,809,851
------------------------------------============================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  

2,809,851                                             
-------------===================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES            
CERTAIN SHARES (See Instructions)                     
                                                                       [   ]

-------------===================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)            

20.4 %                                                
-------------===================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                   

IN                                                    
-------------===================================================================

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===================                                                             
CUSIP No. 14040M104                                                             
===================                                                             

-------------===================================================================
1       NAMES OF REPORTING PERSONS                                    
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Mark C. Wehrly                                        
-------------===================================================================
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                   (a) [   ]

                                                                     (b) [ X ]**

                    **   The  reporting  persons  making  this  filing  hold  an
                         aggregate  of 2,809,851  Shares,  which is 20.4% of the
                         class of securities. The reporting person on this cover
                         page, however, may be deemed a beneficial owner only of
                   the securities reported by it on this cover page.
-------------===================================================================
3       SEC USE ONLY                                                  

-------------===================================================================
4       SOURCE OF FUNDS (See Instructions)                            

N/A                                                   
-------------===================================================================
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
TO ITEMS 2(d) OR 2(e)                                 
                                                                       [   ]
-------------===================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                          
United States                                         
------------------------------------============================================
NUMBER OF            7       SOLE VOTING POWER                    

SHARES                      -0-                                 
                        ------------============================================
BENEFICIALLY           8       SHARED VOTING POWER                    

OWNED BY                     2,809,851                            
                        ------------============================================
EACH               9       SOLE DISPOSITIVE POWER             

REPORTING                    -0-                                  
                        ------------============================================
PERSON WITH           10      SHARED DISPOSITIVE POWER              

 2,809,851
------------------------------------============================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  

2,809,851                                             
-------------===================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES            
CERTAIN SHARES (See Instructions)                     
                                                                       [   ]

-------------===================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)            

20.4 %                                                
-------------===================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                   

IN                                                    
-------------===================================================================

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     This  Amendment  No. 10 to Schedule 13D amends the  Schedule 13D  initially
filed on September 30, 1997  (collectively,  with all  amendments  thereto,  the
"Schedule 13D").                                                                

Item 2.  Identity And Background                                                
-----------------------                                       

     Item 2 of the  Schedule  13D is amended  and  restated  in its  entirety as
follows:                                                                        

     (a) This statement is filed by the entities and persons  listed below,  all
of whom  together  are  referred  to  herein  as the  "Reporting  Persons."     

The Partnership                                                       
---------------                                                       

          (i)  California Housing Finance,  L.P., a Delaware limited partnership
         (the "Partnership"), with respect to the Shares held by it.

The General Partner Of The Partnership                                
--------------------------------------                                

          (ii) California Housing Finance,  L.L.C., a Delaware limited liability
               company  which is the  general  partner of the  Partnership  (the
               "General  Partner"),  with  respect  to the  Shares  held  by the
Partnership.2                                     

The Management Company                                                
----------------------                                                

          (iii)Farallon   Capital   Management,   L.L.C.,   a  Delaware  limited
               liability company (the "Management Company"), with respect to the
Shares held by the Partnership.                   

The Managing Members Of The Management Company                        
----------------------------------------------                        

          (iv) The following  persons who are managing members of the Management
               Company,  with  respect  to the Shares  held by the  Partnership:
               Enrique H. Boilini ("Boilini"),  David I. Cohen ("Cohen"), Joseph
               F. Downes ("Downes"),  William F. Duhamel ("Duhamel"),  Andrew B.
               Fremder ("Fremder"), Richard B. Fried ("Fried"), Monica R. Landry
               ("Landry"),  William F.  Mellin  ("Mellin"),  Stephen L.  Millham
("Millham"), Meridee A.                           

--------                                                                        
     2 The limited  partners of the Partnership are Farallon  Capital  Partners,
L.P., a California limited  partnership  ("FCP"),  a discretionary  account (the
"Managed  Account")  managed by the Management  Company (as defined herein),  RR
Capital  Partners,  L.P.,  a Delaware  limited  partnership  ("RR") and Farallon
Special Situation Partners, L.P., a Delaware limited partnership ("FSSP").      

     The members of the General  Partner are FCP,  the Managed  Account,  RR and
FSSP.                                                                           

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Moore ("Moore"), Thomas F. Steyer ("Steyer") and Mark C. Wehrly ("Wehrly").     

     Boilini, Cohen, Downes,  Duhamel,  Fremder, Fried, Landry, Mellin, Millham,
Moore,  Steyer,  and Wehrly are together  referred to herein as the  "Individual
Reporting Persons."                                                             

     (b) The address of the principal  business and principal  office of (i) the
Partnership,  the General  Partner and the  Management  Company is One  Maritime
Plaza,  Suite  1325,  San  Francisco,  California  94111  and  (ii)  each of the
Individual Reporting Persons is set forth in Annex 1 hereto.                    

     (c) The principal business of the Partnership is to invest in and engage in
certain  financial  transactions  with  the  Company  and  its  affiliates.  The
principal  business of the General  Partner is to act as the general  partner of
the Partnership.  The principal  business of the Management Company is that of a
registered  investment adviser.  The Management Company also acts as the manager
of the  General  Partner.  The  principal  business  of each  of the  Individual
Reporting  Persons is set forth in Annex 1 hereto.  (d) None of the Partnership,
the General Partner,  the Management Company or any of the Individual  Reporting
Persons has, during the last five years, been convicted in a criminal proceeding
(excluding  traffic  violations  or  similar  misdemeanors).  (e)  None  of  the
Partnership,  the  General  Partner,  the  Management  Company  or  any  of  the
Individual  Reporting  Persons has, during the last five years,  been party to a
civil proceeding of a judicial or administrative body of competent  jurisdiction
and as a result of such  proceeding  was or is subject to a judgment,  decree or
final  order  enjoining  future  violations  of,  or  prohibiting  or  mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.                                                      

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     (f) The citizenship of each of the Partnership, the General Partner and the
Management Company is set forth above. Each of the Individual  Reporting Persons
is a United States citizen.                                                     

     The other  information  required  by Item 2 relating  to the  identity  and
background of the Reporting Persons is set forth in Annex 1 hereto.             

Item 4.  Purpose Of The Transaction.                                            
-------  --------------------------                                             

Item 4 of the Schedule 13D is amended and updated as follows:         

     As  previously  reported,  on  November 7, 2000,  the  Manager  sent to the
Company a letter  expressing  interest in the purchase by the  Partnership or an
affiliate  of  the  Partnership  of all of the  Company's  interest  in  certain
commercial,   residential,  mixed  use  and  land  development  properties  (the
"Projects") and in two buildings (the  "Buildings") in exchange for the transfer
to the Company of a portion of the  Partnership's  interest  in Capital  Pacific
Holdings,  L.L.C.  (an  affiliate  of the Company)  ("CPH LLC").  One of the two
Buildings  was  recently  sold.  The  Partnership,  the  Company  and two of the
Company's  shareholders,  CPH2, LLC and CPH3, LLC (the "CPH  Shareholders") have
now entered into an Interest  Exchange  Agreement  dated as of February 15, 2001
(the  "Exchange  Agreement")  pursuant  to which,  among other  things,  (i) the
Company will  transfer all of its indirect  ownership  interests in the Projects
and in one of the  Buildings  (and in the  proceeds  from the sale of the  other
Building) to the Partnership (or to Makallon,  LLC (as referenced  below) if the
Partnership  so directs),  (ii) the  Partnership  will transfer to the Company a
25.07%  ownership  interest in CPH LLC  (reducing  the  Partnership's  ownership
interest therein from 32.07% to 7%) and all of its ownership interest in certain
other  companies  in which the  Company  also holds an  interest,  and (iii) the
Company and the  Partnership  will each have an option (the "Option") to convert
the  Partnership's  remaining  7% ownership  interest in CPH LLC into  1,235,000
shares (the "Conversion  Shares") of non-voting Common Stock of the Company. The
Option may be exercised by the                                                  

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Company or by the  Partnership  between 90 and 180 days following the closing of
these transactions (the "Closing").  The Closing under the Exchange Agreement is
conditioned  upon,  among  other  things,  the  receipt of  certain  third-party
consents.  The  Reporting  Persons do not know when or if such  consents will be
received.                                                                       

     Under the  Exchange  Agreement,  if the Option is  exercised,  the existing
Registration  Rights  Agreement  dated as of October 1, 1997 between the Company
and the Partnership  automatically  will be amended such that (i) the Conversion
Shares become subject to the registration rights provided  thereunder,  (ii) the
Partnership  shall have three demand  registration  rights and (iii) the Company
shall, within 8 months of Closing, register the Conversion Shares for sale under
the Securities Exchange Act of 1934, as amended,  and list the Conversion Shares
for trading on the exchange or quotation  system on which the  Company's  voting
Common Stock is traded.                                                         

     If the Option is exercised,  (i) any distributions  made to the Partnership
by CPH LLC, or capital  contributions made by the Partnership to CPH LLC, during
the period  from and after the Closing  through the date of the  exercise of the
Option (the "Option  Period") will be repaid to CPH LLC or the  Partnership,  as
the case may be, and (ii) the  Partnership  will receive the benefit of any cash
dividend paid by the Company during the Option Period.  The number of Conversion
Shares  issuable  upon  exercise of the Option  will be  adjusted  for any stock
split,  stock  dividend or similar  event  during the Option  Period.           

     Under the  Exchange  Agreement,  the  Company  has the right to convert the
Conversion  Shares to voting  Common  Stock prior to any sale of the  Conversion
Shares by the  Partnership.  In addition,  the Conversion  Shares  automatically
convert to voting Common Stock if the Partnership exercises its tag-along rights
(discussed  below) when the CPH  Shareholders  are selling  more than 50% of the
Common Stock collectively owned by them. If the Partnership sells the Conversion
Shares and they                                                                 

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have not so converted into voting Common Stock, then the Company is obligated to
pay to the  Partnership a cash premium of 5% of the cash sale price  received by
the Partnership in such sale.                                                   

     Pursuant to the  Exchange  Agreement,  the Company  has  consented  to Paul
Makarechian,  a current  Executive  Vice  President  and former  Director of the
Company,  leaving his  employment  with the Company  and  entering  into a joint
venture agreement with the Partnership to manage the Projects and the Buildings.
On or before the Closing,  the Partnership and Paul Makarechian intend to form a
limited  liability  company  (called  Makallon,  LLC)  for  this  purpose.  Paul
Makarechian  will acquire his  ownership  interest in  Makallon,  LLC through an
entity controlled by him ("Newco").  At the Closing,  the Partnership intends to
contribute  its entire  indirect  ownership  interests  in the  Projects and the
Buildings  (both the  portion  acquired  under the  Exchange  Agreement  and the
portion  the  Partnership  already  held) to  Makallon,  LLC.  Newco will become
Managing  Member  of  Makallon,  LLC,  and will  receive  from  Makallon,  LLC a
contingent  profit  participation in the Projects and the Buildings as well as a
management fee. Substantially simultaneously with the Closing, certain employees
of  the  Company  who  have  been  actively   involved  in  the  management  and
administration  of  the  Projects  and  Buildings  are  expected  to be  offered
employment by Newco                                                             

     Under the Exchange  Agreement,  at Closing the Company and the  Partnership
(or certain  affiliated  entities)  will make certain  payments to each other to
reimburse certain outstanding  advances,  and to net-out the economic benefit of
any capital  contributions and  distributions  made between December 1, 2000 and
the Closing.  See Section 3.2 of the Exchange  Agreement  for the full terms and
conditions of the reimbursement provisions.                                     

     The Exchange  Agreement also provides for the termination of the Investment
and Stockholders  Agreement (the  "Stockholders  Agreement") dated September 29,
1997 among the Partnership,  the Company,  CPH LLC, certain  subsidiaries of the
Company and the CPH                                                             

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Shareholders.   It  further  provides  for  the  right  of  the  Partnership  to
"tag-along" on certain sales of Company Common Stock by the CPH Shareholders and
the CPH  Shareholders'  right to  "tag-along" on certain sales of Company Common
Stock by the Partnership. This provision provides that if the Partnership or the
CPH  Shareholders  wish to sell any of their shares of Company Common Stock to a
third party,  the non-selling  party has the right to sell a pro rata portion of
its shares of  Company  Common  Stock to such third  party on the same terms and
conditions.  This tag-along provision is substantially  similar to the tag-along
provision which has existed in Section 7.01 of the Stockholders Agreement.  (See
the  original  Schedule  13D for a  description  and  copy  of the  Stockholders
Agreement).                                                                     

     Also under the Exchange  Agreement,  the Company or its affiliate,  Capital
Pacific Homes, Inc., will enter into certain construction agreements, management
agreements  and  other   agreements   relating  to  certain  Projects  and  Hadi
Makarechian,  Chairman  and CEO of the  Company,  will enter  into a  consulting
agreement  with  Makallon,  LLC under which he will provide  certain  consulting
services relating to the Projects.                                              

     In addition,  so long as the Partnership  owns at least 5% of the Company's
outstanding  voting and non-voting  Common Stock (taken  together),  the Company
will not enter into certain  affiliate  transactions  without the consent of the
Partnership.  See Section 6.7 of the Exchange  Agreement  for the full terms and
conditions of provisions.                                                       

     The  Exchange  Agreement  also  provides  that if the Company in the future
becomes a private,  non-reporting company, then, so long as the Partnership owns
at least 5% of the  Company's  outstanding  voting and  non-voting  Common Stock
(taken  together),  the  Company  will  continue  to provide to the  Partnership
certain  information  about the  Company.                                       

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     A copy of the Exchange  Agreement is annexed as Exhibit M to this  Schedule
13D  and is  incorporated  herein  by  reference.  The  foregoing  is a  summary
description  of certain of the terms of the Exchange  Agreement and is qualified
in its entirety by the actual terms and conditions of the Exchange Agreement.   

Item 5.  Interest In Securities Of The Issuer.                                  
------   ------------------------------------                                   

     Item 5 of the  Schedule  13D is amended  and  restated  in its  entirety as
follows:                                                                        

(a)  The Partnership                                                  
---------------                                             

               (a),(b) The  information  set forth in Rows 7  through  13 of the
                    cover page hereto for the Partnership is incorporated herein
                    by reference for the Partnership.  The percentage amount set
                    forth  in  Row 13 of  each  cover  page  filed  herewith  is
                    calculated based upon the 13,767,311  Shares  outstanding as
                    of February  15, 2001 as  represented  by the Company in the
Exchange Agreement.                     

               (c)  There  have been no  transactions  in the  Shares  since the
filing of the prior Schedule 13D.       

               (d)  The General Partner,  as general partner of the Partnership,
                    has the  power to direct  the  affairs  of the  Partnership,
                    including the disposition of the proceeds of the sale of the
                    Shares owned by the Partnership.  The Management Company, as
                    manager of the General Partner,  has the power to direct the
                    affairs of the General Partner  including the disposition of
                    the  proceeds  of the  sale of the  Shares.  The  Individual
                    Reporting  Persons are  managing  members of the  Management
Company.                                

(e)  Not applicable.                              

(a)    The General Partner                                            
-------------------                                     

               (a),(b) The  information  set forth in Rows 7  through  13 of the
                    cover page  hereto for the General  Partner is  incorporated
herein by reference.                    

(c)  None.                                        

               (d)  The Management  Company,  as manager of the General Partner,
                    has the power to direct the affairs of the  General  Partner
                    including the disposition of the proceeds of the sale of the
                    Shares.  The  Individual   Reporting  Persons  are  managing
members of the Management Company.      

(e)  Not applicable.                              

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(b)    The Management Company                                         
----------------------                                  
               (a),(b) The  information  set forth in Rows 7  through  13 of the
                    cover page hereto for the Management Company is incorporated
herein by reference.                    

(c)  None.                                        

               (d)  The Management  Company,  as manager of the General Partner,
                    has the power to direct the affairs of the  General  Partner
                    including the disposition of the proceeds of the sale of the
                    Shares.  The  Individual   Reporting  Persons  are  managing
members of the Management Company.      

(e)  Not applicable.                              

(c)    The Individual Reporting Persons                               
--------------------------------                        

               (a),(b) The  information  set forth in Rows 7  through  13 of the
                    cover page hereto for each  Individual  Reporting  Person is
                    incorporated  herein by reference  for each such  Individual
Reporting Person.                       

(c)  None.                                        

               (d)  The General Partner,  as general partner of the Partnership,
                    has the  power to direct  the  affairs  of the  Partnership,
                    including the disposition of the proceeds of the sale of the
                    Shares owned by the Partnership.  The Management Company, as
                    manager of the General Partner,  has the power to direct the
                    affairs of the General Partner  including the disposition of
                    the  proceeds  of the  sale of the  Shares.  The  Individual
                    Reporting  Persons are  managing  members of the  Management
Company.                                

(e)  Not applicable.                              

     The Shares  reported  hereby for the  Partnership are owned directly by it.
The General Partner, as general partner of the Partnership,  may be deemed to be
the  beneficial  owner of all Shares owned by the  Partnership.  The  Management
Company,  as manager of the General Partner,  may be deemed to be the beneficial
owner of all Shares owned by the Partnership.  Each of the Individual  Reporting
Persons may be deemed, as a managing member of the Management Company, to be the
beneficial  owner of all Shares  owned by the  Partnership.  Each of the General
Partner,  the  Management  Company and the Individual  Reporting  Persons hereby
disclaims any beneficial ownership of any such Shares.                          

Item 6.  Contracts, Arrangements, Understandings Or                             
-------                                                                         
Relationships With Respect To Securities Of The Issuer.     
---------------------------------------------------------     

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Item 6 of the Schedule 13D is amended and updated as follows: 

     The Partnership, the Company and the CPH Shareholders have entered into the
Exchange Agreement.  See Item 4 for a description of the terms and conditions of
the  Exchange  Agreement.  A copy of the  Exchange  Agreement is also annexed as
Exhibit M to this Schedule 13D and is incorporated herein by reference.         

Item 7.  Materials To Be Filed As Exhibits.                                     
-------  ---------------------------------                                      

     There is filed  herewith  as  Exhibit  M a copy of the  Exchange  Agreement
referred  to in Section 4 and 6 above.  There is filed  herewith  as Exhibit N a
written  agreement  relating to the filing of joint  acquisition  statements  as
required by Section  240.13d-1(f)(1)  under the Securities Exchange Act of 1934,
as amended.                                                                     

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SIGNATURES

     After reasonable  inquiry and to the best of our knowledge and belief,  the
undersigned  certify that the  information  set forth in this statement is true,
complete and correct.                                                           

Dated:  February 16, 2001                                                       

CALIFORNIA HOUSING FINANCE, L.P.              

By:  California Housing Finance, L.L.C.,      
its General Partner           

By:  Farallon Capital Management, L.L.C.,     
its Manager                   

/s/  Thomas F. Steyer                         
----------------------------------------      
By Thomas F. Steyer,                          
Senior Managing Member                        

CALIFORNIA HOUSING FINANCE, L.L.C.            

By:  Farallon Capital Management, L.L.C.,     
its Manager                   

/s/  Thomas F. Steyer                         
----------------------------------------      
By Thomas F. Steyer,                          
Senior Managing Member                        

FARALLON CAPITAL MANAGEMENT, L.L.C.,          

/s/  Thomas F. Steyer                         
----------------------------------------      
By Thomas F. Steyer,                          
Senior Managing Member                        

/s/  Thomas F. Steyer                         
----------------------------------------      
        Thomas F. Steyer, individually and as attorney-in-fact
 for each of Enrique H. Boilini, David I. Cohen,
Joseph F. Downes, William F. Duhamel,         
        Andrew B. Fremder, Richard B. Fried, Monica R. Landry,
William F. Mellin, Stephen L. Millham,        
Meridee A. Moore and Mark C. Wehrly.          

     The Powers of Attorney,  each executed by Boilini,  Cohen, Downes, Fremder,
Mellin,  Millham and Moore authorizing Steyer to sign and file this Schedule 13D
on each person's behalf,                                                        

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which  were  filed  with  Amendment  No. 1 to the  Schedule  13D filed  with the
Securities  and Exchange  Commission on September  26, 1997,  by such  Reporting
Persons with respect to the Common Stock of Sphere Drake Holdings  Limited,  are
hereby incorporated by reference. The Powers of Attorney executed by Duhamel and
Fried  authorizing  Steyer to sign and file this  Schedule 13D on each  person's
behalf, which were filed with Amendment No. 1 to the Schedule 13G filed with the
Securities  and  Exchange  Commission  on January 13,  1999,  by such  Reporting
Persons  with  respect  to the  Callable  Class A  Common  Shares  of  CliniChem
Development  Inc., are hereby  incorporated by reference.  The Power of Attorney
executed by Mark C. Wehrly authorizing Steyer to sign and file this Schedule 13D
on his behalf,  which was filed with  Amendment  No. 2 to the Schedule 13D filed
with the  Securities  and  Exchange  Commission  on January  10,  2000,  by such
Reporting Person with respect to the Common Shares of Axogen Limited,  is hereby
incorporated  by reference.  The Power of Attorney  executed by Monica R. Landry
authorizing Steyer to sign and filed this Schedule 13D on his behalf,  which was
filed with the Schedule 13G filed with the Securities and Exchange Commission on
January 22, 2001, by such  Reporting  Person with respect to the Common Stock of
Korn/Ferry International, is hereby incorporated by reference.                  

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                                                                         ANNEX 1

     Set forth below with respect to the Partnership,  the General Partner,  the
Management  Company is the  following:  (a) name;  (b)  address;  (c)  principal
business;  (d) state of  organization;  and (e) controlling  persons.  Set forth
below with  respect to each  managing  member of the  Management  Company is the
following: name; business address; principal occupation; and citizenship.       

1.       The Partnership                                                        
---------------                                               

(a)      California Housing Finance, L.P.                     
(b)      c/o Farallon Capital Management, L.L.C.              
One Maritime Plaza, Suite 1325              
San Francisco, CA 94111                     
     (c)      Invests and engages in certain financial transactions with
the Company and its affiliates              
(d)      Delaware limited partnership                         
(e)      General Partner:  California Housing Finance, L.L.C. 

2.       The General Partner                                                    
-------------------                                           

(a)      California Housing Finance, L.L.C.                   
(b)      c/o Farallon Capital Management, L.L.C.              
One Maritime Plaza, Suite 1325              
San Francisco, CA 94111                     
      (c)      Acts as General Partner of California Housing Finance, L.P.
(d)      Delaware limited liability company                   
(e)      Manager: Farallon Capital Management, L.L.C.         

3.       The Management Company                                                 
----------------------                                        

(a)      Farallon Capital Management, L.L.C.                  
(b)      One Maritime Plaza, Suite 1325                       
San Francisco, CA 94111                     
    (c)      Serves as investment adviser to various managed accounts.
              Also acts as manager of California Housing Finance, L.L.C.
(d)      Delaware limited liability company                   

       (e)      Managing Members:  Thomas F. Steyer, Senior Managing Member;
                Enrique  H.  Boilini,  David I.  Cohen,  Joseph  H.  Downes,
                William F.  Duhamel,  Andrew B.  Fremder,  Richard B. Fried,
                Monica R.  Landry,  William F. Mellin,  Stephen L.  Millham,
          Meridee A. Moore and Mark C. Wehrly, Managing Members.

4.       The Individual Reporting Persons                                       
--------------------------------                              

          Except as stated below, each of the Individual  Reporting Persons is a
          United States citizen whose business  address is c/o Farallon  Capital
          Management,  L.L.C.,  One Maritime  Plaza,  Suite 1325, San Francisco,
     California 94111.  The business address of Enrique Boilini is c/o

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          Farallon Capital  Management,  L.L.C., 75 Holly Hill Lane,  Greenwich,
          Connecticut  06830.  The  principal  occupation of Thomas F. Steyer is
          serving  as senior  managing  member of the  Management  Company.  The
          principal occupation of each Individual Reporting Person is serving as
a managing member of the Management Company.                

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 EXHIBIT INDEX

EXHIBIT M                       Interest Exchange Agreement dated as of February
15, 2001      

EXHIBIT N                       Joint Acquisition Statement Pursuant to Section 
240.13D-(f)(1)  

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                                                                       EXHIBIT M
                                                                              to
                                                                    SCHEDULE 13D

 INTEREST EXCHANGE AGREEMENT

     INTEREST  EXCHANGE  AGREEMENT (the  "Agreement"),  dated as of February 15,
2001, by and between  CAPITAL  PACIFIC  HOLDINGS,  INC., a Delaware  corporation
("CPH  Inc.")  and  CALIFORNIA   HOUSING  FINANCE,   L.P.,  a  Delaware  limited
partnership ("CHF").                                                            

 RECITAL
 -------

     CPH Inc. and CHF wish to exchange (the  "Exchange"):  (i) all of CPH Inc.'s
right,  title and  interest  in and to each of the  Mirror  Companies  (the "CPH
Mirror Company Interests") for (ii) a portion of CHF's right, title and interest
in and to Capital Pacific Holdings,  L.L.C.  ("CPH LLC") and all of CHF's right,
title and  interest in and to the  Conveyed  Companies  (the  "Conveyed  Company
Interests") on the terms and subject to the conditions of this  Agreement.  CPH,
Inc.  will  transfer  the CPH Mirror  Company  Interests  directly  to the Joint
Venture, on behalf of CHF.                                                      

 AGREEMENT
 ---------

     In  consideration  of  the  premises  and  the  mutual  covenants  and  the
agreements  herein  set forth and other  good and  valuable  consideration,  the
receipt and  sufficiency of which are hereby  acknowledged,  the parties hereto,
intending to be legally bound, hereby agree as follows:                         

 ARTICLE I
 DEFINITIONS

     1.1 Definitions.  As used in this Agreement, except as otherwise defined in
the Recitals hereto, the following terms shall have the following meanings (such
meanings to be equally  applicable  to both the singular and plural forms of the
terms defined):                                                                 

     "Action" against a Person means an action, suit,  litigation,  arbitration,
investigation,  complaint or other proceeding  threatened or pending against the
Person  or  its   property,   whether   civil,   criminal,   administrative   or
investigative, in law or equity before any arbitrator or Governmental Body.     

     "Advances"  means the aggregate  amount of all  unreimbursed  cash advances
made by CPH Inc., by CPH LLC or by Capital  Pacific Homes,  Inc. ("CP Homes") to
the Relevant Companies prior to the Closing Date.                               

     "Affiliate"  of a Person means any other Person that directly or indirectly
controls, is controlled by or is under common control with, the Person or any of
its  Subsidiaries.  The  term                                                   

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"control" means the possession,  directly or indirectly,  of the power to direct
or cause the  direction  of the  management  and  policies of a Person,  whether
through the ownership of voting securities, by contract or otherwise.           

     "Ancillary  Agreements"  means (i) the  Assignment  of CPH  Mirror  Company
Interest, (ii) the Lease, (iii) the Management Agreements, (iv) the Construction
Agreements,  (v) the  Consulting  Agreement,  (vi) the Assignment of Transferred
Interest,  (vii) the Service Mark License Agreement,  (viii) the Indemnification
Agreement,  (ix)  the  Sublease,  and (x) all  other  agreements,  certificates,
instruments and other writings to be delivered pursuant to Sections 4.1 and 4.2.

"Assets" means all Real Property, Leaseholds and Other Assets.        

     "Assignment  of CPH Mirror  Company  Interest"  has the  meaning  stated in
Section 4.1(i)(i).                                                              

"Assignment of Transferred Interest" has the meaning stated in Section
4.2(d)(i).                                                                      

     "Business  Plan" means the business plan and/or budget of any Group Company
in effect as of November 30, 2000.                                              

     "Capital   Contributions"   means  the  aggregate  amount  of  any  capital
contributions  made by CPH Inc.,  CPH LLC or by CP Homes to any of the  Relevant
Companies from December 1, 2000 to and including the Closing Date.              

     "CHF Advances" means the aggregate amount of all unreimbursed cash advances
made by CHF to CPH LLC and the Conveyed Companies prior to the Closing Date.    

     "CHF  Capital  Contributions"  means the  aggregate  amount of any  capital
contributions  made by CHF to CPH LLC or to any of the Conveyed  Companies  from
December 1, 2000 to and including the Closing Date.                             

     "CHF's  Fundamental  Representations"  has the  meaning  stated in  Section
8.2(b).                                                                         

"CHF Indemnified Persons" has the meaning stated in Section 8.1(a).   

     "CHF Member  Interest" means all of CHF's right,  title and interest in and
to its membership interest in CPH LLC less the Remainder Interest.              

     "CHF  Payment  Amount"  means  the  aggregate  amount  in  cash  of (A) the
Advances,  (B) the Capital  Contributions,  (C) the  Deposit  Amount and (D) the
Repayment  Amount  provided,  however,  that in no event  shall  any  individual
disbursement  or receipt by CPH or any Designated  Affiliate be included in more
than one of the foregoing categories.                                           

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     "CHF Repayment Amount" means the aggregate amount of all distributions made
by the Relevant  Companies to CPH Inc. and to its Affiliates (other than CHF and
the Relevant  Companies)  (other than $338,771  distributed by CPH Industrial I,
LLC to CPH Inc. in respect of the period  prior to December 1, 2000),  under the
respective  limited liability  company  agreements of such entities in each case
from December 1, 2000 to and including the Closing Date.                        

"Closing" has the meaning stated in Section 3.1.                      

"Closing Date" has the meaning stated in Section 3.1.                 

"Construction Agreements" has the meaning stated in Section 4.1(i)(v).

"Consulting Agreement" has the meaning stated in Section 4.1(i)(vi).  

     "Consents" means any approval,  consent,  authorization or order of, notice
to or registration or filing with, or any other action by, any Governmental Body
or other Person.                                                                

     "Contract"  means any  agreement,  contract,  license,  lease,  instrument,
document, note, bond, mortgage,  indenture,  guarantee, or other legally binding
commitment  or  obligation,  whether  oral  or  in  writing,  including  without
limitation development agreements and consultant contracts.                     

"Conveyed Companies" means the following companies:                   

CPH Newport Coast, LLC                                              
CPH Yucaipa I, LLC                                                  
CPH Inland Empire, LLC                                              

"Conveyed Company Interests" has the meaning stated in the Recital.   

  "CPH Inc. Indemnified Persons" has the meaning stated in Section 8.1(b).

"CPH Inc.'s Employees" has the meaning stated in Section 2.4(b).      

     "CPH Inc.'s Fundamental  Representations" has the meaning stated in Section
8.2(a).                                                                         

     "CPH Inc. Payment Amount" means the aggregate amount in cash of (A) the CHF
Advances,  (B) the CHF Capital Contributions (except any portion attributable to
the Remainder Interest) (C) the CHF Repayment Amount provided,  however, that in
no event shall any individual disbursement or receipt by CHF be included in more
than one of the foregoing categories.                                           

"CPH LLC" has the meaning stated in the Recital.                      

"CPH Mirror Company Interests" has the meaning stated in the Recital. 

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     "Deposit"  means any deposit of funds made by CPH Inc., by CPH LLC or by CP
Homes with any third party in connection with the Potential Transactions.       

"Deposit Amount" means the total amount of any Deposits.              

     "Environmental   Laws"  means  all  federal,   state,   local  and  foreign
Regulations  relating to pollution,  human health,  safety,  industrial hygiene,
pollution or protection of the environment.                                     

"Environmental Liability" has the meaning stated in Section 5.1(r)(i).

     "Equity  Securities"  means  common  stock,  preferred  stock and any other
capital  stock,   equity  interest  or  other   ownership   interest  or  profit
participation  or similar right with respect to any entity,  including,  without
limitation,  any  partnership or membership  interest,  any stock  appreciation,
phantom stock or similar right or plan, and any note or debt security  having or
containing equity or profit participation  features,  or any option,  warrant or
other  security or right which is directly  or  indirectly  convertible  into or
exercisable or exchangeable for any other equity securities.                    

     "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974,  as
amended, and the related regulations and published interpretations.             

     "Governmental   Body"  means  any  agency,   bureau,   commission,   court,
department,  official, political subdivision,  tribunal or other instrumentality
of any government, whether federal, state, local, domestic or foreign.          

     "Group  Companies"  means CPH Inc.,  the Mirror  Companies  and the Project
Companies.                                                                      

     "Hazardous  Materials"  means  any  hazardous  or toxic  substance,  waste,
contaminant,   pollutant,  gas  or  material,   including,  without  limitation,
radioactive  materials,  oil,  petroleum and petroleum products and constituents
thereof, which are regulated under any Environmental Law.                       

     "Indemnification Agreement" has the meaning stated in Section 4.1(i)(viii).

     "Intellectual Property" means all copyrights, uncopyrighted works, computer
software, trademarks, trademark rights, trademark registrations,  service marks,
trade names, trade name rights,  patents,  including,  without  limitation,  all
reissues,  divisions,  continuations  and  extensions  thereof,  patent  rights,
unpatented inventions,  licenses, permits, trade secrets, know-how,  inventions,
technology,  processes,  domain names and intellectual property rights and other
proprietary rights, whether or not subject to statutory  registration,  together
with applications for any of the foregoing.                                     

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     "Joint Venture" means Makallon,  LLC, a Delaware limited  liability company
formed by CHF and Makar.                                                        

     "Joint Venture  Agreement" means the limited liability company agreement of
the Joint Venture.                                                              

"Leaseholds" has the meaning stated in Section 5.1(m).                

"Lease" has the meaning stated in Section 4.1(i)(ii).                 

     "Lien" means any lien, claim,  encumbrance,  security  interest,  pledge or
hypothecation of any kind.                                                      

"Losses" has the meaning stated in Section 8.1(a).                    

"Makar" has the meaning stated in Section 2.4(a).                     

"Management Agreement" has the meaning stated in Section 4.1(i)(iv).  

     "Material  Adverse Effect" means (a) a material  adverse effect upon any of
(i) the business,  results,  operations, the Assets, the liabilities,  condition
(financial  or  otherwise),  or  prospects  of (x) CPH  Inc.,  (y) the  Relevant
Companies  taken  as a  whole,  (z)  any of  the  Specified  Relevant  Companies
individually,  (ii) the legality,  validity or enforceability of this Agreement,
any of the Ancillary Agreements or any Material Contract, or (b) the impairment,
hindrance  or adverse  effect in any  material  respect  upon the ability of CPH
Inc.,  any Mirror  Company  or any  Project  Company or any of their  respective
Subsidiaries to perform their  obligations under this Agreement or the Ancillary
Agreements or to consummate the Transactions.                                   

"Material Consents" has the meaning stated in Section 4.1(d).         

     "Material Contracts" means Contracts (a) to which any Relevant Company is a
party and (b) which evidence or contain rights,  liabilities or obligations with
respect to payments or other  consideration which in the aggregate are in excess
of $250,000.                                                                    

"Mirror Companies" has the meaning stated in Section 2.1.             

     "Non-Financed  Companies"  means CPH Newport  Building  LLC,  CPH Las Vegas
Building, LLC, CPH Industrial I, LLC and CPH Jarupa/Milliken, LLC.              

"Notice of Election" has the meaning stated in Section 6.6(a).        

"Offer" has the meaning stated in Section 6.6(a).                     

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"Offeree" has the meaning stated in Section 6.6(a).                   

     "Other  Assets" means all  properties,  rights,  interests or assets of any
kind, other than Real Property and Leaseholds.                                  

"Owned Stock" has the meaning stated in Section 6.6(a).               

     "Permit" means any permit, license, approval, consent, permission,  notice,
registration,  qualification or other authorization issued,  granted or given by
or under the  authority  of any  Governmental  Body or pursuant to any  federal,
state, local or foreign Regulation.                                             

     "Permitted Liens" means (a) mechanic's,  materialmen's,  and similar liens,
(b) liens for real property  taxes not yet due and payable,  (c) purchase  money
liens and liens securing rental payments under capital lease  arrangements,  (d)
other  liens  arising in the  ordinary  course of business  and not  incurred in
connection with the borrowing of money,  (e) liens and encumbrances of record as
of the date of the  acquisition  of any property by any Relevant  Company (other
than any Non-Financed  Company) in any transaction in which CHF or any Affiliate
of CHF  participated,  (f) liens and  encumbrances  arising  in any  transaction
approved by CHF or any  Affiliate  of CHF under the  operating  agreement of any
Relevant Company and (g) any Liens set forth on Schedule 5.1(m) attached hereto.

     "Person" means an  individual,  a  corporation,  a  partnership,  a limited
liability company, an association,  a trust or any other entity or organization,
including, without limitation, a governmental agency or authority.              

     "Potential  Transactions"  means the potential  transactions  of CPH Inc.'s
commercial division set forth on Schedule 6.3.                                  

"Project" has the meaning stated in Section 2.1.                      

"Project Company" has the meaning stated in Section 2.1.              

"Prospective Seller" has the meaning stated in Section 6.6(a).        

     "Real  Property" means all real property  interests,  other than as lessee,
together with all tenements, hereditaments, easements, rights of way, privileges
and  appurtenances  to those  interests and  improvements  and fixtures on or to
those interests.                                                                

     "Registration  Rights  Agreement" means the  Registration  Rights Agreement
dated October 1, 1997 by and between CPH Inc. and CHF.                          

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     "Regulation" means each applicable law, rule,  regulation,  order, guidance
or recommendation by any Governmental Body and each writ, judgment,  injunction,
order, decree or award of any arbitrator, Governmental Body or other Person.    

     "Relevant  Companies" means the Mirror Companies and the Project Companies.

"Remainder Interest" means a 7% membership interest in CPH LLC.       

     "Repayment  Amount" means the aggregate amount of all distributions made by
(i) the Conveyed  Companies or (ii) CPH LLC to CHF under the respective  limited
liability  company  agreements of such  entities,  in each case from December 1,
2000 to and including the Closing Date.                                         

     "Securities  Act" means the  Securities  Act of 1933,  as  amended,  or any
similar federal statute, and the rules and regulations  promulgated  thereunder,
all as the same shall be in effect at the time.                                 

     "Service  Marks  License  Agreement"  has the  meaning  stated  in  Section
4.1(i)(vii).                                                                    

     "Specified  Relevant  Companies" means CPHR-1, LLC; CPH Resorts I, LLC; CPH
RPV, LLC; RPV Associates,  LLC; CPHMB,  LLC; CPH Monarch Beach,  LLC and each of
the Non-Financed Companies.                                                     

"Sublease" has the meaning stated in Section 4.2(d)(viii).            

     "Subsidiary"  of a Person  means any Person of which equity  securities  or
other  ownership  interests  having ordinary voting power to elect a majority of
the board of  directors,  the  general  partner,  the  manager or other  Persons
performing similar functions are at the time directly or indirectly owned by the
Person.                                                                         

     "Tax" or "Taxes" means all taxes, charges, fees, levies,  duties,  imposts,
deposits, withholdings,  restrictions,  fines, interest, penalties, additions to
tax or other  tax,  assessment  or  charge  of any kind,  and all  interest  and
penalties thereon and additions thereto.                                        

     "Tax Return" means any federal,  state,  local or foreign  return,  report,
declaration or other form relating to Taxes,  including any schedule  thereto or
amendment thereof.                                                              

"Termination Date" has the meaning stated in Section 7.1(b).          

     "Termination of the Investment and Stockholders  Agreement" has the meaning
stated in Section 4.1(i)(iii).                                                  

"Third Party" has the meaning stated in Section 6.6(a).               

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"Third Party Notice" has the meaning stated in Section 6.6(a).        

"Threshold Amount" has the meaning stated in Section 8.3.             

     "Transactions"  means the  transactions  described in this Agreement and in
the Ancillary Agreements.                                                       

"Transferred Interest" has the meaning stated in Section 2.2.         

"Unaudited Balance Sheet" has the meaning stated in Section 5.1(g).   

ARTICLE II
EXCHANGE

     2.1 Description of CPH Inc. Exchange Assets. The "Mirror Companies" are the
companies  listed  under the  heading  "Mirror  Company"  below and each  Mirror
Company is a member of the  corresponding  limited  liability  company  (each, a
"Project  Company") that owns directly,  or in the case of CPH Dos Pueblos,  LLC
and CPH  Austin,  LLC,  indirectly  through  the  entity  listed  in the  column
"Corresponding Project", the corresponding commercial, residential, mixed use or
land  development  project  (each,  a "Project")  listed  below,  except for CPH
Newport  Building,  LLC and CPH Las Vegas Building,  LLC, each of which directly
owns the corresponding office building,  together with the land thereunder (each
also referred to herein as a "Project") at the address listed below:            

Mirror Company          Corresponding Project Company    Corresponding Project  
-------------           ----------------------------     ---------------------  

CPHAHB, LLC             Atlanta Huntington Beach, LLC    Huntington Beach       

CPHMB,LLC               CPH Monarch Beach, LLC           Ritz Pointe            

CPHR-I, LLC             CPH Resorts I, LLC               Monarch Beach Resort   

CPHVP, LLC              CPH Vista Palisades, LLC         Vista Palisades        

CPHCHF Golf, LLC        CPH Dos Pueblos, LLC             CPH Dos Pueblos        
                                                       Associates, LLC
                                             Dos Pueblos

CPHROB, LLC             CPH Redhill Office Building,     Summit Office Building 
LLC                       

CPHAOB, LLC             CPH Airport Office Building,     Airport Office Building
LLC                       

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CPHDP, LLC              CPH Dana Point, LLC              Dana Point             

CPH Industrial I, LLC   CPH Jarupa/Milliken, LLC         Commerce Point         

CPHOOB, LLC             CPH Orange Office Building,      Bradley Plaza          
                   LLC                           Office Building

CPHRPV, LLC             RPV Associates, LLC              Rancho Palos Verdes    

CPH Newport Building,            None                    4100 MacArthur Blvd.   
LLC                                                   Newport Beach, CA   

CPH Las Vegas                    None                    Formerly 3200 Soaring  
Building, LLC                                            Gulls Drive      
                                               Las Vegas, NV

CPHA, LLC               CPH Austin, LLC                  CPH Foster Ranch, L.P. 
                                              Foster Ranch

     2.2  Exchange.  At the Closing,  (i) CHF shall  transfer to CPH Inc. all of
CHF's  right,  title and  interest  in and to the CHF  Member  Interest  and the
Conveyed Companies (collectively the "Transferred Interest"), and (ii) CPH, Inc.
shall  transfer to the Joint Venture (on behalf of CHF) all of CPH Inc.'s right,
title and interest in and to the Relevant Companies,  the Potential Transactions
and the Deposits.                                                               

2.3  Option to Substitute Shares.                                     

     (a)  Option to  Convert.  At the option of either of CPH Inc.  or CHF,  the
Remainder  Interest  shall be converted  into  1,235,000  newly issued shares of
Non-Voting Common Stock of CPH, Inc. (the "Issued Shares").  The option shall be
exercised by written  notice to CPH Inc. or CHF, as the case may be, on or after
the date  ninety (90) days and on or before the date one  hundred  eighty  (180)
days following the Closing Date and the Issued Shares shall be delivered  within
thirty  (30) days of such  exercise.  Simultaneously  with the  delivery  of the
Issued Shares, CHF shall deliver to CPH Inc. documentation reasonably acceptable
to CPH Inc. of its relinquishment of the Remainder Interest.                    

     (b) Registration  etc. In the event of the exercise of the option as stated
herein by CPH Inc. or CHF, (i) the Issued  Shares  shall be deemed  "Registrable
Stock"  under  the  terms  of  the  Registration  Rights  Agreement,   (ii)  the
Registration Rights Agreement shall be deemed to be amended to include three (3)
demand  registration  rights and (iii) CPH Inc. shall within eight (8) months of
the Closing Date cause the Issued Shares to be registered  under the  Securities
Exchange Act of 1934, as amended (the "Exchange  Act"),  and listed on the stock
exchange or quotation system on which the voting Common Stock is then traded.   

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     (c) True-Up;  Adjustment.  In the event of the exercise of the option under
Section  2.3(a) any  capital  distributions  made by CPH LLC to CHF,  or capital
contributions  made by CHF to CPH LLC,  during  the  period  from and  after the
Closing Date through the date of  conversion  shall be repaid to CPH LLC or CHF,
respectively,  without payment of interest or other earnings.  In addition,  CHF
will  receive the benefit of any  dividend  paid by CPH Inc. on its Common Stock
(of any class)  during the period  from the  Closing  Date  through  the date of
conversion.  The number of Issued  Shares shall be adjusted for any stock split,
stock  dividend,  dividend  of any rights to acquire  stock or similar  event or
recapitalization  of CPH, Inc.  occurring prior to the exercise of the option so
that CHF will  receive  the  number  of Issued  Shares as it would  have had the
option been exercised immediately prior to such event or recapitalization.      

     (d) Voting  Conversion;  Premium.  In  consideration  of CHF's agreement to
accept  Non-Voting  Common Stock,  CPH Inc. agrees that upon any sale by CHF (or
any  Affiliate to which CHF has  transferred  such Issued  Shares) of any of the
Issued  Shares  (other  than to an  Affiliate  of CHF),  it shall pay CHF a cash
premium  of 5% of the cash  sales  price of such  Issued  Shares  promptly  upon
receiving  written notice from CHF including the name(s) of the purchaser(s) (or
in the event of a sale into the open market the name of the broker effecting the
transactions)   together  with   reasonable   evidence  of  the  terms  of  such
transaction.  Notwithstanding the foregoing, at any time prior to or within five
(5) days after receiving notice of any such  transaction,  CPH Inc. may elect to
cause the Issued  Shares to be converted  into voting  Common Stock prior to any
such sale in lieu of payment of such cash premium.  In order to  facilitate  the
election by CPH Inc. to so convert the Issued Shares, CHF shall give CPH Inc. at
least ten (10) days advance  notice of any such  proposed  sales  including  all
available  information  regarding  its  terms.  In  addition,   CPH  Inc.  shall
(immediately  upon such sale)  convert  any  Non-Voting  Stock to be sold by CHF
under Section 6.6 in the event that both (i) CPH2, LLC and CPH3, LLC are selling
more than fifty  percent  (50%) of the Common Stock  collectively  owned by such
entities in one or a series of  transactions  to which Section 6.6 applies,  and
(ii)  (x) CHF  exercises  its  right  under  Section  6.6 of this  Agreement  to
participate  in such sale by the  Principal  Shareholders  or (y) CHF  issues an
Offer  Notice  under  Section  6.6  and  the  Principal  Shareholders  elect  to
participate in such sale.                                                       

2.4  Employees.                                                       
---------                                                   

     (a) Paul Makarechian. CPH Inc. consents to Paul Makarechian terminating his
employment  with  CPH  Inc.  and,  through  one or  more  newly-formed  entities
controlled  by him  (collectively  "Makar"),  entering  into the  Joint  Venture
Agreement all effective at or before the Closing.  CPH Inc. and CHF  acknowledge
and agree that CPH Inc. will be  responsible  for and shall duly and timely pay,
perform and discharge all legal and contractual obligations to Paul Makarechian,
including,  but not limited  to,  accrued  unpaid  salary,  bonus and  incentive
compensation  (if  any),  with  respect  to  the  period  through  the  date  of
termination  of  employment  and will have no  obligation to CHF with respect to
Paul Makarechian thereafter.                                                    

     (b) Other Employees.  CPH Inc. consents to Makar discussing employment with
and making an offer of employment  to, all the  employees of CPH Inc.  which are
set forth on Schedule 2.4(b) (collectively,  the "CPH Inc.'s Employees"),  prior
to and after the Closing.  CPH Inc. and                                         

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CHF  acknowledge  and agree that CPH Inc. will be responsible for and shall duly
and timely pay,  perform and discharge all legal and contractual  obligations to
CPH Inc.  Employees,  including,  but not limited  to,  accrued  unpaid  salary,
severance,  accrued  unused  vacation  time and accrued  unused  sick pay,  with
respect  to the  period  through  the date of  termination  of their  respective
employment  or the  Closing,  whichever  first  occurs.  CPH Inc.  shall have no
responsibility to Makar or CHF for any decision made by any CPH Inc. Employee to
accept or reject  the offer of  employment  made to such CPH Inc.  Employee  and
except as provided in this  Agreement,  shall have no obligation to CHF or Makar
with  respect to any CPH Inc.  Employee  with  respect  to the period  after the
Closing Date.                                                                   

     (c) No  Solicitation.  For a period of two (2) years  following the Closing
Date, CHF shall not, directly or indirectly, hire, solicit for hire or otherwise
attempt to hire,  as an  employee,  consultant,  contractor  or  otherwise,  any
employee of CPH Inc.  not listed on Schedule  2.4(b)  without the prior  written
consent  of CPH  Inc.  For the  same  two (2)  year  period,  CPH  Inc.  and its
Affiliates  shall  not,  directly  or  indirectly,  hire,  solicit  for  hire or
otherwise attempt to hire, as an employee, consultant,  contractor or otherwise,
any  employee  of CHF,  the Joint  Venture or Makar  without  the prior  written
consent of CHF.                                                                 

 ARTICLE III
 CLOSING

     3.1 Closing.  Subject to the terms and  conditions  contained  herein,  the
consummation of the transactions  contemplated by this Agreement (the "Closing")
shall  occur  promptly  after the  conditions  for Closing  hereunder  have been
satisfied or waived.  The parties intend that the Closing will occur on February
15, 2001.  The Closing  shall take place at CPH Inc.'s  offices  located at 4100
MacArthur  Boulevard,  Newport Beach,  California 92660. The date upon which the
Closing occurs is referred to in this Agreement as the "Closing Date."          

     3.2  Transaction  to be Effected at Closing.  Upon the terms and subject to
the satisfaction of the conditions set forth in this Agreement at the Closing:  

     (a)  Deliveries by CHF. CHF shall deliver to CPH Inc.:  (i) the  documents,
certificates and instruments listed in Section 4.2(d), (ii) such other documents
as are reasonably  required of CHF to effect the  transactions  contemplated  by
this Agreement, and (iii) an amount equal to the CHF Payment Amount less the CPH
Inc. Payment Amount,  but only if such difference is a positive number,  by wire
transfer of immediately  available  funds.  For avoidance of doubt, in the event
that the difference from clause (iii) above is a negative number,  CHF shall not
be required to deliver any amount to CPH Inc.                                   

     (b)  Deliveries  by CPH  Inc.  CPH  Inc.  shall  deliver  to  CHF:  (i) the
documents,  certificates and instruments  listed in Section 4.1, (ii) such other
documents  as are  reasonably  required of CPH Inc.  to effect the  transactions
contemplated  by this  Agreement,  and  (iii)  an  amount  equal to the         

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CPH Inc. Payment Amount less the CHF Payment Amount, but only if such difference
is a positive  number,  by wire transfer of  immediately  available  funds.  For
avoidance of doubt,  in the event that the difference from clause (iii) above is
a negative number, CPH Inc. shall not be required to deliver any amount to CHF. 

     (c)  Simultaneous  Delivery.  All  proceedings to take place on the Closing
Date  shall be  considered  to take place  simultaneously,  and no  delivery  or
payment shall be considered to have been made on such date until all deliveries,
payments and  proceedings due to occur under this Agreement on such Closing Date
have been completed.                                                            

     (d)  Release  of  Liabilities.  Effective  at  Closing:  (i) CHF agrees and
acknowledges  that  CPH  Inc.  has  no  further   obligations  to  make  capital
contributions  as a member in any Mirror  Company,  and (ii) CPH Inc. agrees and
acknowledges that CHF has no further  obligations to make capital  contributions
as a member in CPH LLC or any of the Conveyed Companies.                        

ARTICLE IV
 CONDITIONS TO CLOSING

     4.1  Conditions to CHF's  Obligations.  The  obligations  of CHF under this
Agreement are subject to the  satisfaction of each of the following  conditions,
unless waived by CHF in writing, at or before the Closing:                      

     (a) Representations  and Warranties.  The representations and warranties of
CPH Inc.  contained in this Agreement and in the Ancillary  Agreements  shall be
true and  correct in all  material  respects  when  made,  and shall be true and
correct on the Closing Date with the same force and effect as though made on and
as of the Closing Date.                                                         

     (b)  Performance of Agreements.  CPH Inc. shall have performed and complied
in all material respects with all of its obligations and covenants  contained in
this Agreement,  including its delivery obligations set forth in Section 3.2(b),
and in the Ancillary Agreements required to be performed or complied with by CPH
Inc. at or before the Closing.                                                  

     (c)  Compliance  Certificate.  CHF shall have received a certificate of the
Chief Financial Officer of CPH Inc. substantially in the form attached hereto as
Exhibit A hereto as to the  fulfillment  of the conditions set forth in Sections
4.1(a) and (b) and certifying  the CHF Payment  Amount and the CPH Inc.  Payment
Amount.                                                                         

     (d) Consents.  All Material  Consents shall have been duly obtained or made
and shall be  effective  on and as of the  Closing  Date.  For  purposes of this
Agreement,  "Material  Consents"  means  (i) the  consent  of the  disinterested
members of the Board of Directors of CPH Inc.,  (ii) the consent of the Relevant
Companies and their members,  (iii) the qualification of the Transactions  under
any applicable state securities laws, and (iv) all consents that are required in
connection                                                                      

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with consummation of the Transactions by CPH Inc., all of which are set forth on
Schedules 4.1(d) or 5.1(d).                                                     

     (e) Consent of Noteholders.  CHF shall have received evidence  satisfactory
to CHF that,  (i) the  noteholders  under the  Indenture  for the 12 3/4% Senior
Notes due 2002 (the  "Indenture")  have  consented  to the  Transactions  to the
extent that such consent is required by the  Indenture,  or (ii) such consent is
not required.                                                                   

     (f)  Opinion of Counsel.  CHF shall have  received an opinion of counsel to
CPH Inc. substantially in the form of Exhibit B.                                

     (g) No Material  Adverse  Effect.  No Material  Adverse  Effect  shall have
occurred (i) with respect to CPH,  Inc.,  since  November 30, 2000 and (ii) with
respect  to the  Relevant  Companies  taken  as a whole or with  respect  to any
Specified  Relevant  Company,  since the most recent reporting date set forth in
each Relevant Company's governing documents, which report was actually delivered
to CHF.                                                                         

     (h) No Actions.  There shall be no (i) Action by or before any Governmental
Body or by any other Person (A)  challenging  or seeking to restrain or prohibit
the  Transactions,  (B) seeking to obtain from CHF or any of its  Affiliates  in
connection with the  Transactions  any damages or (C) which could  reasonably be
expected to cause a Material  Adverse Effect,  or (ii) Regulation in effect that
has or could reasonably be expected to have any of the consequences  referred to
in clause (i) above.                                                            

     (i) Ancillary Agreements. CHF shall have received the following, each dated
the Closing Date, each in form and substance reasonably  satisfactory to CHF and
its counsel:                                                                    

          (i) A  separate  assignment  of all of CPH  Inc.'s  right,  title  and
          interest  in and to the CPH Mirror  Company  Interest  in each  Mirror
          Company,  in the form  attached  hereto as Exhibit C, duly executed by
    CPH Inc. (each, an "Assignment of CPH Mirror Company Interest");

          (ii)  Lease  by CPH  Newport  Building,  LLC to CPH  Inc.  in the form
          attached hereto as Exhibit D (the "Lease"), duly executed by CPH Inc.;

          (iii) The Termination of the Investment and Stockholders Agreement, in
          the  form  attached  hereto  as  Exhibit  E (the  "Termination  of the
          Investment and  Stockholders  Agreement"),  duly executed by CPH Inc.,
CPH LLC and each other party thereto (other than CHF);      

          (iv) The Management Agreements, in the form attached hereto as Exhibit
F (the "Management Agreements"), duly executed by CP Homes; 

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          (v) Construction Agreements,  in the form attached hereto as Exhibit G
(the "Construction Agreements"), duly executed by CP Homes; 

          (vi) The Consulting Agreement,  in the form attached hereto as Exhibit
      H (the "Consulting Agreement"), duly executed by Hadi Makarechian;

          (vii) The Service Marks License  Agreement in the form attached hereto
          as Exhibit I (the "Service Marks License Agreement"), duly executed by
CPH Inc.; and                                               

          (viii) The  Indemnification  Agreement in the form attached  hereto as
          Exhibit J (the "Indemnification Agreement"), duly executed by CPH Inc.

     (j) Secretary's  Certificate.  CHF shall have received a certificate of the
Secretary  of CPH Inc.,  substantially  in the form of  Exhibit  K hereto,  with
respect to (i) the certificate of incorporation and the bylaws of CPH Inc., (ii)
the  resolutions of the board of directors of CPH Inc.  approving this Agreement
and the  Ancillary  Agreements  to  which  CPH  Inc.  is a party  and the  other
documents  to  be  delivered  by it  under  this  Agreement  and  the  Ancillary
Agreements and the  performance of the obligations of CPH Inc.  thereunder,  and
(iii) the names and true  signatures  of the  officers  of CPH Inc.  and of each
Relevant  Company  authorized  to sign this  Agreement and each of the Ancillary
Agreements to which it is a party and the other  documents to be delivered by it
thereunder.                                                                     

     (k) Managing Member's Certificate. CHF shall have received a certificate of
the Managing Member of each Relevant Company, in each case, substantially in the
form of Exhibit L hereto,  with respect to (i) the  certificate of formation and
limited liability company operating agreement of each Relevant Company, (ii) the
consent  of the  members  of  each  Relevant  Company  approving  the  Ancillary
Agreements,  if any,  to  which  it is a party  and the  other  documents  to be
delivered  by it under such  Ancillary  Agreements  and the  performance  of the
obligations of such Relevant  Company  thereunder,  and (iii) the names and true
signatures of the Persons  authorized on behalf of such Relevant Company to sign
such  Ancillary  Agreements,  if  any,  to  which  it is a party  and the  other
documents to be delivered by it thereunder.                                     

     (l) Good Standing Certificate. CHF shall have received a certificate of the
Secretary  of State of Delaware,  dated as of a recent date,  as to (i) the good
standing of CPH Inc. and as to the charter  documents of CPH Inc. on file in the
office of the  Secretary of State of Delaware and (ii) the good standing of each
Relevant Company.                                                               

     (m) Corporate Authorization. CPH Inc. shall provide to CHF certified copies
of resolutions of the Board of Directors of CPH Inc., duly adopted,  which shall
be in full  force  and  effect  at the  time  of the  Closing,  authorizing  the
execution,  delivery  and  performance  by CPH  Inc.  of the  Interest  Exchange
Agreement and the Ancillary Agreements.                                         

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     (n) Receipt.  In the event that CHF pays to CPH Inc. any amount pursuant to
Section  3.2(a)(iii),  CHF shall have  received a receipt for such amount,  duly
executed by CPH Inc.                                                            

     (o) Evidence of Title. CHF shall have received sufficient evidence of title
of the Real Property owned by the Non-Financed Companies.                       

     (p) Joint  Venture.  Makar  shall have  executed  and  delivered  the Joint
Venture Agreement.                                                              

     4.2 Conditions to CPH Inc.'s Obligations. The obligations of CPH Inc. under
this  Agreement  are  subject  to the  satisfaction  of  each  of the  following
conditions, unless waived by CPH Inc. in writing, at or before the Closing:     

     (a) Representations  and Warranties.  The representations and warranties of
CHF contained in this  Agreement and in the Ancillary  Agreements  shall be true
and correct in all material respects when made, and shall be true and correct on
the Closing  Date with the same force and effect as though made on and as of the
Closing Date.                                                                   

     (b) Performance of Agreements. CHF shall have performed and complied in all
material  respects with all of its obligations  and covenants  contained in this
Agreement,  including its delivery  obligations set forth in Section 3.2(a), and
in the Ancillary  Agreements required to be performed or complied with by CHF at
or before the Closing.                                                          

     (c)  Consents.   All  Consents   that  are  required  in  connection   with
consummation  of the  Transactions  by CHF shall have been duly obtained or made
and  shall  be  effective  on and as of the  Closing  Date,  including,  without
limitation,  the  qualification of the transactions  described in this Agreement
under any applicable state securities laws.                                     

     (d) Ancillary Agreements.  CPH Inc. shall have received the following, each
dated the Closing Date,  each in form and substance  reasonably  satisfactory to
CPH Inc. and its counsel:                                                       

          (i) The  assignment to CPH Inc. of CHF's right,  title and interest in
          and to (x) the CHF Member  Interest and (y) the Conveyed  Companies in
          the form  attached  hereto as  Exhibit  M, duly  executed  by CHF (the
"Assignment of Transferred Interest");                      

(ii) The Lease, duly executed by CPH Newport Building, LLC; 

          (iii)The  Termination of the Investment  and  Stockholders  Agreement,
duly executed by CHF;                                       

          (iv) The Management Agreements, duly executed by the Joint Venture and
the Project Companies set forth on Schedule 4.2(d)(iv);     

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          (v)  Construction  Agreements,  duly executed by the Joint Venture and
the Project Companies set forth on Schedule 4.2(d)(v);      

          (vi) The Consulting  Agreement,  duly executed by the Joint Venture on
its own behalf and on behalf of the Project Companies;      

          (vii)The  Indemnification  Agreement,  duly  executed  by the  Project
Companies and the Joint Venture; and                        

          (viii) The  Sublease  with respect to 3200  Soaring  Gulls Drive,  Las
Vegas, NV, duly executed by the Joint Venture.              

     (e)  Authorization.  CHF  shall  provide  to CPH Inc.  certified  copies of
appropriate  resolutions,  duly adopted, which shall be in full force and effect
at the time of the Closing, authorizing the execution,  delivery and performance
by CHF of the Interest Exchange Agreement and the Ancillary Agreements.         

     (f) Opinion of Counsel.  CPH Inc. shall have received an opinion of counsel
to CHF substantially in the form of Exhibit N.                                  

     (g) Receipt.  In the event that CPH Inc. pays to CHF any amount pursuant to
Section 3.2(b)(iii), CPH Inc. shall have a receipt for such amount, duly        
executed by CHF.                                                                

     (h) No Material  Adverse  Effect.  No material  adverse  effect on CHF's or
Makallon's ability to perform their respective  obligations under this Agreement
or the  Ancillary  Agreements  or to  consummate  the  Transactions  shall  have
occurred.                                                                       

     (i) Joint  Venture.  Makar  shall have  executed  and  delivered  the Joint
Venture Agreement.                                                              

 ARTICLE V
REPRESENTATIONS AND WARRANTIES

     5.1  Representations  and  Warranties of CPH Inc. CPH Inc.  represents  and
warrants to CHF as of the date hereof and as of the Closing as follows:         

     (a) Authority  and  Enforceability.  By the Closing Date,  and assuming any
necessary  approvals from CHF are issued,  all actions on the part of each Group
Company  necessary  for  the  authorization,  execution  and  delivery  of  this
Agreement and each of the Ancillary  Agreement and for the  consummation  of the
Transactions,  have been duly and validly taken.  This Agreement and each of the
Ancillary  Agreements  have been  duly  executed  and  delivered  by each  Group
Company,  as the case may be,  and  constitute  the  valid and  legally  binding
obligations of each                                                             

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Group Company,  as the case may be, enforceable  against each Group Company,  as
the case may be, in accordance with their terms.                                

     (b) Organization of Companies. Each Group Company (i) is a corporation or a
limited liability company, as the case may be, duly organized,  validly existing
and in good  standing  under  the laws of the  State of  Delaware,  (ii) is duly
qualified  to  transact  business in the State of  California  and in each other
jurisdiction  in which  qualification  is required to own,  lease or license its
properties or to carry on its business, and (iii) has all necessary corporate or
other power and authority to own its properties, to carry on its business and to
execute and deliver this  Agreement and each of the Ancillary  Agreements and to
consummate the Transactions.                                                    

     (c) No Conflicts.  Neither the execution and delivery of this  Agreement or
the Ancillary Agreements,  nor consummation of the Transactions,  nor compliance
with any of the  provisions  hereof or in the  Ancillary  Agreements,  will upon
obtaining  of the  Material  Consents  conflict  with or result in the breach or
violation  of, or default  under,  or give any other  party any right to modify,
accelerate or cancel,  any of the terms,  conditions or provisions of CPH Inc.'s
articles of incorporation or bylaws or other governing documents or any Relevant
Company's limited liability company agreement or other governing  documents,  or
any Contract, license, or Regulation to which any Group Company is a party or by
which any Group Company or any of its  respective  properties or Assets is bound
except  where  the  breach,  violation  or  default,  or any such  modification,
accelerator or cancellation,  would not have a Material Adverse Effect.  Without
limiting the generality of the  foregoing,  the  distribution  of 4100 MacArthur
Blvd., Newport Beach, CA, 3200 Soaring Gulls Dr., Las Vegas, NV from CPH LLC and
the  membership  interest  in  RPV  Associates,  LLC to  the  respective  Mirror
Companies was not in violation of CPH LLC's obligations under the Indenture.    

     (d) Consents.  Schedule  5.1(d) sets forth all Consents  which are required
from any Governmental Body in connection with (i) the due execution and delivery
by each Group  Company,  as the case may be, of this Agreement and the Ancillary
Agreements,  (ii) the  consummation  by each Group Company of the  Transactions,
(iii) the  performance  by each  Group  Company  of its  obligations  under this
Agreement  and the  Ancillary  Agreements,  or (iv) the  exercise  by CHF of its
rights and remedies under this Agreement and the Ancillary Agreements.          

     (e)  Capitalization.  The authorized  capital stock of CPH Inc. consists of
30,000,000  shares of Voting Common Stock,  5,000,000  shares of  non-designated
Preferred  Stock,  and 30,000,000  shares of Non-Voting  Common Stock,  of which
13,767,311  shares of Voting Common Stock are issued and outstanding.  As of the
Closing, except as set forth above, and except as the result of the (i) exercise
of (x) employee  stock  options set forth on Schedule  5.1(e) or (y) of warrants
for not in excess of 569,732  shares of Common  Stock or (ii) stock  repurchases
made in the  ordinary  course of  business,  CPH Inc.  shall not have any Equity
Securities  issued  and  outstanding.  As of the  Closing,  (A) CPH Inc.  is not
subject to any  obligation  (contingent or otherwise) to repurchase or otherwise
acquire or retire any of its Equity  Securities,  and (B) all of the outstanding
shares of CPH Inc.'s Equity  Securities shall be validly issued,  fully paid and
non-assessable.  There are no                                                   

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statutory or contractual  preemptive rights or rights of refusal in favor of any
Person other than CHF or any Affiliate  with respect to any of CPH Inc.'s Common
Stock.  The Non-Voting  Common Stock has rights and privileges that are in every
way identical to those of the Common Stock,  except that the  Non-Voting  Common
Stock does not have the right to vote.                                          

     (f) Title to CPH Mirror Company Interests. CPH Inc. has good and marketable
title  to  the  CPH  Mirror  Company  Interests  and at the  Closing,  CHF,  its
successors and assigns will receive good and marketable  title to the CPH Mirror
Company  Interests,  free and clear of all Liens. None of the CPH Mirror Company
Interests is subject to any pending or  threatened  condemnation,  attachment or
Action of any kind.                                                             

     (g) Financial Statements.  The unaudited consolidated balance sheet of each
Relevant Company and its respective  Subsidiaries dated November 30, 2000 (each,
an "Unaudited Balance Sheet") copies of which were previously  delivered to CHF,
were  prepared in  accordance  with  generally  accepted  accounting  principles
applied on a consistent  basis in accordance with the past practice of each such
Relevant  Company  (except with  respect to the  unaudited  statements,  for the
absence of footnotes  and subject to year end  adjustments  in  accordance  with
generally  accepted  accounting  principles)  and fairly  present the  financial
position of each such Relevant  Company and its  respective  Subsidiaries  as of
such date.  None of the  Non-Financed  Companies has any  indebtedness  or other
obligation  or  liability  except as  reflected  in their  respective  Unaudited
Balance Sheet. The unaudited consolidated statement of operations,  statement of
changes in  shareholder's  equity and  statement of cash flows of each  Relevant
Company and its respective  Subsidiaries for the year-to-date ended November 30,
2000,  copies of which  were  previously  delivered  to CHF,  were  prepared  in
accordance with generally accepted accounting principles applied on a consistent
basis in accordance with the past practice of each such Relevant Company (except
with  respect to the  unaudited  statements,  for the absence of  footnotes  and
subject to year end adjustments in accordance with generally accepted accounting
principles) and fairly present the consolidated  results of operations,  changes
in  shareholder's  equity and cash flows of each such  Relevant  Company and its
respective Subsidiaries for such period.                                        

     (h) Taxes.  Each  Relevant  Company  has duly and  timely  filed all of its
respective Tax Returns which each such Relevant Company has had an obligation to
file.  Each  Relevant  Company has paid all Taxes due and owing by such Relevant
Company  (whether or not such Taxes are  required to be shown on a Tax  Return).
The  charges,  accruals and  reserves on the books of each  Relevant  Company in
respect of Taxes are accurate and adequate and were  calculated  in the ordinary
course  of such  Relevant  Company's  business.  All  material  Taxes  that each
Relevant  Company is  required  to  withhold  or collect  have been  withheld or
collected  and,  to the  extent  required,  have been  paid  over to the  proper
Governmental  Body on a timely basis.  Proper amounts have been withheld by each
Relevant  Company  from such  Relevant  Company's  employees  for all periods in
material  compliance  with Tax  withholding  provisions of  applicable  federal,
state, local, domestic and foreign Regulations.                                 

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     (i) Litigation.  There is no Action (i) against any Group Company or any of
its respective officers or directors, (ii) that questions the validity of any of
this Agreement or any of the Ancillary  Agreements or that relates to any of the
Transactions,  or (iii) that could  reasonably  be  expected  to have a Material
Adverse Effect.                                                                 

     (j)  Compliance  with Laws.  Each Relevant  Company is and at all times has
been in material  compliance  with each  Regulation  applicable to such Relevant
Company and such Relevant  Company's  business except where the failure to be in
compliance  will  not  have a  Material  Adverse  Effect.  None of the  Relevant
Companies  has at any time made any bribes,  kickback  payments or other illegal
payments.                                                                       

     (k) Absence of Certain  Changes or Events.  Since  November 30,  2000,  (i)
there has not occurred a Material  Adverse Effect,  and (ii) except as set forth
on Schedule 5.1(k) each Relevant Company has conducted its respective businesses
in the ordinary  course in  accordance  with its  Business  Plan in all material
respects.                                                                       

     (l) Other  Assets.  Except as set forth on Schedule  5.1(l),  each Relevant
Company has good and marketable title to, or a valid leasehold interest in, each
of such Relevant  Company's Other Assets free and clear of any Liens other than,
in the case of Other  Assets  other than any Mirror  Company's  interest  in any
Project Company, Permitted Liens.                                               

     (m) Real Property and Leaseholds.  Schedule 5.1(m) sets forth a correct and
complete  list and legal  description  of all Real  Property  and all  leasehold
interests as lessee  ("Leaseholds") in which each  Non-Financed  Company owns or
has an interest and its  location.  Each Relevant  Company has good,  marketable
title to its  respective  Real  Property  and  good,  marketable  and  insurable
leasehold  interest to its  respective  Leaseholds  free and clear of any Liens,
other than Permitted Liens, except as set forth on Schedule 5.1(m).             

     (n)  Material  Contracts.  Listed on Schedule  5.1(n) are (i) the  Material
Contracts  to which any of the  Non-Financed  Companies  is a party and (ii) the
Material  Contracts of which CHF has not been previously made aware. Each of the
Material  Contracts (A) has been duly authorized,  executed and delivered by the
respective  Relevant Company and is in full force and effect and (B) constitutes
the legal,  valid and binding  obligation of such Relevant  Company  enforceable
against  such  Relevant  Company  in  accordance  with the  terms  of each  such
Contract.  There exists no breach or default (or event which with or without the
lapse of time or the giving of  notice,  or both  would  constitute  a breach or
default) under the Material  Contracts by the respective  Relevant Company or to
the knowledge of CPH Inc., the other parties  thereto,  except in each case, for
breaches or defaults  which could not  reasonably be expected to have a Material
Adverse  Effect.  The Company has  delivered to CHF true and complete  copies of
each Material Contract listed in Schedule 5.1(n).                               

     (o) Intellectual Property. To CPH Inc.'s knowledge,  each Relevant Company,
as the  case  may be,  owns,  or has the  legal  and  valid  right  to use,  all
Intellectual Property used by it.                                               

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     (p)  Insurance.  Set forth on Schedule  5.1(p) are the  material  insurance
policies  ("Insurance  Policies")  that cover the Relevant  Companies  and their
Assets. All Insurance Policies are valid and currently effective and none of the
Relevant  Companies is in default with respect to their  respective  obligations
under any of the Insurance Policies.                                            

     (q) Books and  Records.  The records and books of account of each  Relevant
Company are correct and complete in all material respects,  have been maintained
in accordance with good business  practices and are reflected  accurately in all
material respects in the financial statements referred to in Section 5.1(g).    

(r) Environmental Matters.                                            

          (i) CPH Inc. Except as set forth on Schedule 5.1(r) and for matters of
          which CHF has knowledge  (A) CPH Inc. has no known actual,  alleged or
          contingent  liability  or  obligation  relating  to any Project or its
          membership   interests   in  any   Relevant   Company  (I)  under  any
          Environmental  Law or (II) with respect to the  generation,  presence,
          disposal,  release,  handling,  transportation,  storage,  cleanup  or
          contamination  of or by any Hazardous  Material (any such liability or
          obligation being an "Environmental Liability"); (B) there is no Action
          of which CPH Inc.  has notice  -----------------------  regarding  any
          Environmental  Liability  against CPH Inc. arising out of, based on or
          resulting from any Project or its membership interests in any Relevant
          Company;  and (C) CPH Inc. has not received any  communication  from a
          Governmental  Body,  Person  or  any  citizens'  group,   employee  or
          otherwise alleging that it has any Environmental Liability relating to
    any Project or its membership interests in any Relevant Company.

          (ii) Relevant  Companies.  Except as set forth on Schedule  5.1(r) and
          for  matters  of which  CHF has  knowledge,  (A) none of the  Relevant
          Companies has notice of any actual, alleged or contingent liability or
          obligation (I) under any Environmental Law or (II) with respect to any
          Environmental  Liability; (B) there is no Action of which any Relevant
          Company  has notice  regarding  Environmental  Liability  against  any
          Relevant Company, or relating to any of its respective Assets; and (C)
          none of the Relevant  Companies has received any communication  from a
          Governmental  Body,  Person  or  any  citizens'  group,   employee  or
          otherwise  alleging that such Relevant  Company has any  Environmental
Liability.                                                  

          (iii) Copies of Environmental  Liabilities.  Prior to the date of this
          Agreement,  CPH Inc. has furnished to CHF correct and complete  copies
          of all  correspondences  and information with respect to, or a written
          summary setting forth the terms of, the Environmental  Liabilities and
          environmental  matters  set forth in clauses  (i) and (ii) above or on
Schedule 5.1(r).                                            

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(s) Employees. None of the Relevant Companies has any employees.      

     (t)  Affiliate  Transactions.  Except as set forth on Schedule  5.1(t),  no
officer,  director,  five percent (5%) or greater shareholder or other Affiliate
of a Group Company, or any spouse,  former spouse,  parent,  sibling or child of
any such individual,  (i) is, or has been within the past 12 months, involved in
any business arrangement or relationship with any Relevant Company,  (ii) is, or
has been within the past 12 months,  a party to any Contract or transaction with
any  Relevant  Company  or (iii) has any  interest  in any of the  Assets of any
Relevant Company.                                                               

(u) Investment Representation.                                        

          (i)  Acquisition  for Own  Account.  The  Transferred  Interest  to be
          acquired by CPH Inc.  hereunder  will be  acquired  for CPH Inc.'s own
          account,  not as a  nominee  or  agent,  and  not  with a view  to the
          distribution of any part thereof in violation of applicable securities
laws.                                                       

          (ii) No Registration.  CPH Inc.  understands and acknowledges that the
          Transferred Interest is not being registered under the Securities Act,
          or any state securities laws, on the grounds that the issuance thereof
          is exempt  under  Section  4(2) of the  Securities  Act and such state
          securities laws as a transaction by an issuer not involving any public
          offering, and that reliance on such exemption is predicated in part on
          the representations by CPH Inc. herein. CPH Inc.  understands that the
          Transferred  Interest  cannot  be sold  unless  they are  subsequently
          registered  under the Securities Act and applicable  state  securities
laws or an exemption from such registration is available.   

          (iii) Accredited  Investor;  Sophisticated  Purchaser.  CPH Inc. is an
          "accredited investor" as defined in Rule 501(a) of the Securities Act.
          CPH Inc.,  alone or in connection with its financial,  legal and other
          advisers,  is  sufficiently  experienced  in  financial  and  business
          matters to be capable of analyzing and evaluating the merits and risks
          of an investment in CPH LLC, and to make an informed decision relating
          thereto,  and otherwise to protect its own  interests  with respect to
          the  investment  in CPH  LLC and the  acquisition  of the  Transferred
Interest.                                                   

     (v) No Brokers.  No person or any other entity is entitled to any brokerage
commission,  finder's fee or like payment in  connection  with the  transactions
contemplated   by  this   Agreement   due  to  any   agreement,   engagement  or
representation made by or on behalf of CPH Inc.                                 

     (w) Mirror Companies.  Each CPH Mirror Company Interest  constitutes 67.93%
of the  ownership  interests in the  corresponding  Mirror  Company and the only
other membership  interests in the Mirror Companies are the ownership  interests
held  by CHF.  Except  for the  Buy/Sell  provision  set  forth  in the  limited
liability company operating  agreement of each Mirror Company, if any, no Person
has any right to acquire any  membership  interest in any Mirror                

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Company nor has any right of first refusal or right with respect of issuances of
new  interests or transfers of interests  been  granted.  Except for CPH Newport
Building,  LLC, CPH Las Vegas  Building,  LLC, CPH  Industrial I, LLC and CPHCHF
Golf, LLC, each Mirror  Company's sole asset consists of its 1% capital interest
and 100% of the "carried  interest" in each corresponding  Project Company.  The
sole assets of CPH Newport  Building,  LLC consist of that certain 43,838 square
foot  office  building,  together  with  any  interest  of such  LLC in the land
thereunder,  located at 4100 MacArthur Boulevard, Newport Beach, California, and
the personal  property set forth on Schedule  5.1(z).  The sole asset of CPH Las
Vegas  Building,  LLC consists of a promissory  note in the principal  amount of
$2,300,000 (a copy of which has been  delivered to CHF).  The sole assets of CPH
Industrial  I, LLC consist of its 98.05%  capital  interest and its share of the
"carried interest" in CPH  Jarupa/Milliken,  LLC. The sole asset of CPHCHF Golf,
LLC is its  approximate  23%  capital  interest  and its  share  of the  carried
interest in CPH Dos Pueblos,  LLC. Each Mirror Company owns all such assets free
and clear of any and all Liens  other  than,  except in the case of each  Mirror
Company's  capital and carried  interests in the Project  Companies and the cash
and promissory note owned by CPH Las Vegas Building,  LLC,  Permitted Liens. CPH
Inc.  has provided to CHF a true and  complete  copy of each  limited  liability
company  agreement,  and all  amendments  and waivers  thereto,  for each Mirror
Company.  CPH Inc. has fully  performed all of, and has not defaulted in respect
of any of, its  obligations  to each Mirror  Company and each Mirror Company has
fully  performed all of, and not defaulted in respect of any of, its obligations
to each Project  Company and to each other  Person.  No Mirror  Company or other
member of any Project Company has any further  obligation to contribute  capital
or  otherwise  finance  any  Project  Company  except for the  unfunded  capital
commitment set forth on Schedule 5.1(w).                                        

     (x) Project  Companies.  Except for the Buy/Sell provision set forth in the
limited liability company operating  agreement of each Project Company,  if any,
no Person  has any right to  acquire  any  membership  interest  in any  Project
Company nor has any right of first refusal or right with respect of issuances of
new interests or transfers of interests been granted.  Except in the case of CPH
Dos Pueblos, LLC and CPH Austin, LLC, each Project Company's sole asset consists
of the project described in Section 2.1. The sole assets of CPH Dos Pueblos, LLC
is its 95.98% capital  interest and its share of the carried interest in CPH Dos
Pueblos  Associates,  LLC.  The sole assets of CPH Austin,  LLC are (i) the sole
limited  partnership  interest in CPH Foster  Ranch,  L.P.  and (ii) 100% of the
equity of CPHFR,  Inc.,  sole general  partner of CPH Foster  Ranch,  L.P.  Each
Project Company owns such assets free and clear of any and all Liens other than,
except  in the  case of CPH  Dos  Pueblos,  LLC's  interest  in CPH Dos  Pueblos
Associates,  LLC and CPH  Austin,  LLC's  interest  in CPH Foster  Ranch,  L.P.,
Permitted Liens or as set forth on Schedule 5.1(x). CPH Inc. has provided to CHF
a true and complete copy of each limited  liability company  agreement,  and all
amendments and waivers thereto for each Project Company.                        

     (y)  Payment  Amounts.  The CPH Inc.  Payment  Amount  and the CHF  Payment
Amount,  each as calculated and set forth on Schedule  5.1(y),  as calculated by
the  Chief  Financial  Officer  of CPH  Inc.  and  included  in  the  compliance
certificate delivered by him pursuant to Section 4.1(c), are true and correct.  

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     (z) Transfer of Personal  Property to CPH Newport  Building LLC. All of CPH
Inc.'s right,  title and interest in the  furniture,  computers and other office
equipment  set forth on Schedule  5.1(z),  has been  transferred  to CPH Newport
Building  LLC and CPH Newport  Building  LLC is the sole owner of such  personal
property.  None of CPH Inc. or its Affiliates  (except for CPH Newport  Building
LLC) has any ownership interest in any such personal property.                  

     (aa) No Material  Misstatements  or Omissions.  No  information,  document,
certificate,  schedule or report  furnished or to be furnished  by, or on behalf
of,  any  Group  Company  (or  by  their  employees,  representatives,  counsel,
accountants   or  other   professionals)   to  CHF  (or  to   CHF's   employees,
representatives, counsel, accountants or other professionals) in connection with
the Transactions,  and no representation or warranty contained in this Agreement
or in any of the Ancillary  Agreements,  contained or will contain,  as the case
may be, any material  misstatement  of fact or omitted or will omit, as the case
may be, to state a material  fact or any fact  necessary  to make the  statement
contained therein not materially misleading.                                    

     5.2  Representations  and Warranties of CHF. CHF represents and warrants to
CPH Inc. as of the date hereof and as of the Closing as follows:                

     (a) Authority and Enforceability.  All actions on the part of CHF necessary
for the authorization,  execution and delivery of this Agreement and each of the
Ancillary  Agreements and for the  consummation of the  Transactions,  have been
duly and validly taken. This Agreement and each of the Ancillary Agreements have
been duly  executed and  delivered by CHF and  constitute  the valid and legally
binding  obligations  of CHF  enforceable  against CHF in accordance  with their
terms.                                                                          

     (b)  Organization  of CHF.  CHF is a limited  partnership  duly  organized,
validly  existing and in good  standing  under the laws of the State of Delaware
and is duly qualified to transact business in the State of California.          

     (c) No Conflicts.  Neither the execution and delivery of this  Agreement or
the Ancillary Agreements,  nor consummation of the Transactions,  nor compliance
with any of the  provisions  hereof or in the  Ancillary  Agreements,  will upon
obtaining the Consents  required under Section 5.2(d) conflict with or result in
the breach or violation of, or default under,  or give any other party any right
to modify,  accelerate or cancel, any of the terms,  conditions or provisions of
CHF's limited partnership  agreement or other governing documents,  or any other
Regulation  by which CHF or any of its  properties  or  assets is bound  (except
where the breach, violation or default, or any such modification,  acceleration,
or  cancellation,  would not have a material  adverse  effect upon the legality,
validity  or   enforceability   of  this  Agreement  or  any  of  the  Ancillary
Agreements).                                                                    

     (d)  Consents.  At  Closing,  all  Consents  have been  obtained  which are
required from any Governmental Body in connection with (i) the due execution and
delivery  by CHF of  this  Agreement  and the  Ancillary  Agreements,  (ii)  the
consummation  by CHF of the  Transactions,  (iii)                               

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the performance by CHF of its obligations under this Agreement and the Ancillary
Agreements,  or (iv) the exercise by CPH Inc. of its rights and remedies against
CHF under this Agreement and the Ancillary Agreements.                          

     (e) Title to Transferred Interest. CHF has good and marketable title to the
Transferred  Interest and at the Closing,  CPH Inc.,  its successors and assigns
will receive good and marketable  title to the  Transferred  Interest,  free and
clear of all Liens.  The  Transferred  Interest is not subject to any pending or
threatened condemnation, attachment or Action of any kind.                      

     (f) No Brokers.  No person or any other entity is entitled to any brokerage
commission,  finder's fee or like payment in  connection  with the  transactions
contemplated   by  this   Agreement,   due  to  any  agreement,   engagement  or
representation made by or on behalf of CHF.                                     

(g) Investment Representations.                                       

          (i) Acquisition for Own Account.  The CPH Mirror Company Interests and
          the  Non-Voting  Common Stock to be acquired by CHF hereunder  will be
          acquired  for CHF's own  account  (or,  in the case of the CPH  Mirror
          Company  Interests,  for the account of the Joint  Venture),  not as a
          nominee or agent,  and not with a view to the distribution of any part
thereof in violation of applicable securities laws.         

          (ii) No Registration.  CHF understands and  acknowledges  that the CPH
          Mirror Company Interests and the Non-Voting Common Stock are not being
          registered  under the Securities Act, or any state securities laws, on
          the grounds that the issuance  thereof is exempt under Section 4(2) of
          the Securities Act and such state  securities laws as a transaction by
          an issuer not involving any public offering, and that reliance on such
          exemption is predicated in part on the  representations by CHF herein.
          CHF  understands  that no CPH Mirror  Company  Interest or  Non-Voting
          Common Stock can be sold unless it is  subsequently  registered  under
          the  Securities  Act  and  applicable  state  securities  laws  or  an
exemption from such registration is available.              

          (iii)  Accredited  Investor;   Sophisticated   Purchaser.  CHF  is  an
          "accredited investor" as defined in Rule 501(a) of the Securities Act.
          CHF,  alone or in  connection  with its  financial,  legal  and  other
          advisers,  is  sufficiently  experienced  in  financial  and  business
          matters to be capable of analyzing and evaluating the merits and risks
          of an investment in CPH Inc. and each Mirror  Company,  and to make an
          informed decision  relating thereto,  and otherwise to protect its own
          interests  with respect to the  investment in each Mirror  Company and
the acquisition of the CPH Mirror Company Interests.        

          (h) No Material Misstatements or Omissions. No information,  document,
          certificate, schedule or report furnished or to be furnished by, or on
behalf  of,  CHF  (or  by  its  employees,                  

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          representatives,  counsel,  accountants or other professionals) to CPH
          Inc.   (or  to  CPH  Inc.'s   employees,   representatives,   counsel,
          accountants   or  other   professionals)   in   connection   with  the
          Transactions,  and no  representation  or warranty  contained  in this
          Agreement  or in any of the  Ancillary  Agreements,  contained or will
          contain,  as the case may be,  any  material  misstatement  of fact or
          omitted or will omit,  as the case may be, to state a material fact or
          any  fact  necessary  to make  the  statement  contained  therein  not
materially misleading.                                      

     5.3 No  Knowledge.  CHF has no actual  notice  of any  breach of any of CPH
Inc.'s representations,  warranties or covenants under this Agreement.  CPH Inc.
has no actual notice of any breach of any of CHF's  representations,  warranties
or covenants under this Agreement.                                              

     5.4 Remaking and Survival of  Representations  and Warranties.  Each of the
representations  and warranties of the parties set forth in this Article V shall
be deemed to have been remade on the Closing  Date by CPH Inc. to CHF (as to the
representations and warranties set forth in Section 5.1), and by CHF to CPH Inc.
(as to the  representations  and  warranties set forth in Section 5.2). CPH Inc.
and CHF shall not take any action or refrain  from  taking any action  that will
cause any of their respective representations or warranties set forth in Section
5.1 or 5.2 to be  untrue  or  inaccurate  at any  time  from  the  date  of this
Agreement to the Closing.  The representations and warranties of the parties set
forth in this Article V shall survive the Closing.                              

ARTICLE VI
 ADDITIONAL COVENANTS AND AGREEMENTS

     6.1  Continued  Operation  of  Companies.  Until the  Closing,  without the
consent of CHF, CPH Inc. shall cause each Relevant Company to be operated in the
ordinary course of business  consistent with past practices and shall not permit
any  Relevant  Company  to  undergo  any  material  change  in  its  operations,
indebtedness  or other  liabilities  (other than draws in the ordinary course of
business under existing credit  facilities or other matters  contemplated by the
respective Business Plan), and shall not permit any Relevant Company to transfer
any  Assets or any right or  interest  therein  except  for cash  sales of homes
individually,  office leases and associated  agreements  and hotel,  restaurant,
golf and other reservations entered into in the ordinary course of business.    

     6.2 Distributions.  Except for management fees associated with the Relevant
Companies which accrued on or before the Closing and reimbursements of Advances,
from December 1, 2000 through the Closing,  CPH Inc. and its Affiliates have not
accepted,  and CPH Inc. and its Affiliates  shall not accept,  any payments from
any  Relevant  Company or CPH LLC,  whether  by the way of fees,  distributions,
salary or  otherwise,  or permit  any  Relevant  Company  or CPH LLC to make any
payments to any other  party,  except in the ordinary  course of  business.  CPH
confirms that none of the Relevant  Companies has made any  distributions to its
Members from December 1, 2000 through the Closing other than as accounted for on
Schedule 5.1(y).                                                                

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     6.3 CHF Interests in CPH Inc. CHF  acknowledges  that after the Closing its
sole  interest in the  business of CPH Inc. and its  Affiliates  (other than the
Relevant  Companies and the Potential  Transactions)  will be as a holder of the
Remainder  Interest  and as a  stockholder  of CPH  Inc.  Without  limiting  the
generality  of the  foregoing,  CHF  shall  have no  interest  in any  corporate
opportunities  of CPH Inc. or any Affiliate  (other than the Relevant  Companies
and the Potential  Transactions)  whether arising prior to or after the Closing.
CPH Inc.  shall  transfer its rights to the Deposits and after the Closing shall
notify any third party holders of such Deposits that the rights to such Deposits
have been transferred to CHF.                                                   

     6.4 Consents.  Without  limitation on Sections  4.1(d) or 5.1(d),  CPH Inc.
shall use its best  efforts to obtain the Consents  required  under the terms of
any  Contracts  to which any  Relevant  Company is a party,  including,  without
limitation, the Material Contracts, if any, each in form reasonably satisfactory
to CHF.                                                                         

     6.5 Press Releases. Upon the Closing, if it occurs, the form and content of
all press releases or other public  communications  (other than any filings with
the Securities and Exchange Commission) by or on behalf of CPH Inc. or CHF shall
be subject to the approval of each other.                                       

     6.6 Tag-Along.  CPH2, LLC and CPH3, LLC are the principal  shareholders  of
CPH, Inc. and have joined this Agreement solely for the purposes of this Section
6.6.  CPH2,  LLC and CPH3,  LLC hereby  represent  and  warrant to CHF as of the
Closing that the ownership of Common Stock of CPH Inc. by CPH2 LLC, CPH3 LLC and
CHF is accurately  set forth in the Proxy  Statement of CPH, Inc. dated June 13,
2000.                                                                           

     (a) Subject to the  limitations  set forth below, in the event CPH2, LLC or
CPH 3, LLC (collectively the "Principal Shareholder"),  on the one hand, or CHF,
on the other hand (each a "Prospective  Seller") shall receive a bona fide offer
(an "Offer") from a third party (a "Third Party") to purchase in one or a series
of  related  transactions  all or a portion of the  Common  Stock or  Non-Voting
Common Stock of CPH, Inc. (the "Owned Stock") owned by such  Prospective  Seller
and such  Prospective  Seller  shall be  willing  to  accept  such  Offer,  such
Prospective  Seller shall give notice  thereof (the "Third Party Notice") to the
Principal Shareholder or CHF, as the case may be (the "Offeree"), describing the
price and all other  material  terms and  conditions of the Offer.  Each Offeree
shall have the right and option, for a period of twenty (20) business days after
the Third  Party  Notice  is deemed  given as  herein  provided,  by giving  the
Prospective  Seller written  notice (the "Notice of  Election"),  to sell to the
Third Party a pro rata  portion of its Owned Stock based on the number of shares
of Owned  Stock owned  respectively  by the  Prospective  Seller and the Offeree
(treating the Common Stock and the  Non-Voting  Stock as a single class for such
purpose)  for the  same  consideration  and  otherwise  on the  same  terms  and
conditions  as  contained  in  the  Offer.  The  amount  of  Owned  Stock  to be
transferred by the Prospective  Seller shall be reduced to the extent  necessary
to provide for such sales by the Offeree.  The  Prospective  Seller may not sell
any Owned Stock pursuant to the Offer unless any Offeree electing to be included
in the sale in accordance  with the terms hereof has the  opportunity to sell at
the same time and on the same terms and conditions as set forth herein.         

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     (b) At the closing of any  proposed  transfer  pursuant  to the Offer,  the
Prospective  Seller,  together  with the Offeree if it has elected to sell Owned
Stock  pursuant to such  Offer,  shall  deliver to the Third Party  certificates
and/or other instruments representing the Owned Stock to be sold, free and clear
of all liens and encumbrances,  together with stock or other appropriate  powers
duly endorsed therefor, and shall receive in exchange therefor the consideration
to be paid or delivered by the Third Party in respect of such Stock as described
in the Third Party Notice.                                                      

     (c) The  provisions  of this Section 6.6 shall not apply to any transfer of
Owned Stock to any person pursuant to (i) a public offering by the Company which
includes a secondary offering by a Prospective Seller or a secondary offering by
CHF in accordance  with its  registration  rights  pursuant to the  Registration
Rights Agreement;  (ii) a transaction  effected pursuant to Rule 144 promulgated
under the  Securities Act of 1933;  (iii) a transaction  involving a gift or for
estate or personal  financial  planning purposes not involving any cash or other
financial  consideration,  or a  transaction  involving  a transfer to an entity
controlled by or under common  control with the  Prospective  Seller,  in either
case provided that any  transferee  agrees to be bound by this  Agreement to the
same extent as was the  transferor  as  evidenced  by a written  adoption of the
relevant  provisions of this Agreement by such  transferee in a form  reasonably
satisfactory  to  CHF if  the  Principal  Shareholder  is  transferring,  or the
Principal  Shareholder  if CHF is  transferring,  as the case may be;  or (iv) a
transaction  which  results in proceeds  which in the  aggregate  with all other
transfers after the Closing Date by such Prospective Seller are not in excess of
Three  Million  Dollars  ($3,000,000).  The  Prospective  Seller and the Offeree
electing to participate in the Offer each shall bear their  respective  expenses
(including, without limitation, legal expenses) incurred in connection with such
sale.                                                                           

     (d) If an  Offeree  shall  not have  given as  provided  herein a Notice of
Election  pursuant  to this  Section  6.6 with  respect  to any Offer  Notice or
breaches its  obligation to  participate in such a sale after delivery of such a
Notice of  Election,  such  Offeree will be deemed to have waived all its rights
under this Section 6.6 with respect to the  transaction  specified in such Third
Party Notice.                                                                   

     (e) Except as  expressly  provided in this  Section  6.6,  the  Prospective
Seller shall not have any  obligation to any Offeree with respect to the sale of
any Owned Stock owned by such Prospective Seller in connection with this Section
6.6. Anything herein to the contrary notwithstanding and irrespective of whether
any Notice of Election shall have been given as herein provided, the Prospective
Seller  shall not have any  obligation  to any  Offeree to sell any Owned  Stock
pursuant to this Section 6.6 if such Prospective Seller decides not to accept or
consummate any Offer with respect to its Owned Stock (it being  understood  that
any and all such decisions shall be made by such Prospective  Seller in its sole
discretion).                                                                    

     6.7 Future  Affiliate  Transactions.  From and after the Closing Date,  and
until CHF no longer owns at least five percent (5%) of the total CPH Inc. Common
Stock and  Non-Voting  Common Stock  outstanding  (treated as a single class for
such purpose),  CPH Inc. covenants that it shall not without the consent of CHF,
which consent shall not be  unreasonably  withheld,  enter into any  transaction
with any officer,  director,  five percent (5%) or greater  shareholder or other

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Affiliate of CPH Inc., or any spouse, former spouse, parent, sibling or child of
any  such  individual,  other  than  (i)  in the  ordinary  course  of  business
consistent  with  past  practice,  (ii) on fair  and  reasonable  terms  no less
favorable  to CPH Inc.  than could be obtained  on an arms length  basis with an
unaffiliated  third party,  (iii)  transactions with an Affiliate of CHF or with
Makar or any other entity  controlled  by Paul  Makarechian,  (iv)  transactions
involving less than $2,000,000 in  consideration or (v) any compensation of Hadi
Makarechian as an officer of CPH Inc.                                           

     6.8  Reporting.  From and after the Closing  Date,  and until CHF no longer
owns at least five percent (5%) of the total outstanding Voting Common Stock and
Non-Voting Comon Stock of CPH Inc. (treated as a single class for such purpose),
if at any time CPH Inc.  is no longer  filing  quarterly  and annual  reports on
Forms 10-Q and 10-K under the Exchange  Act, CPH Inc.  shall  provide to CHF (i)
within  forty-five  (45) days of the end of each fiscal  quarter and ninety (90)
days  of the  end of each  fiscal  year,  financial  statements  (together  with
accompanying  footnotes) of the detail and prepared (x) in  accordance  with the
requirements of Item 1 of Form 10-Q and Item 8 of Form 10-K or (y) in accordance
with the requirements of CPH Inc.'s senior lenders and (ii) within ten (10) days
of the delivery of any periodic written  corporate  financial report required by
CPH Inc.'s senior lenders (but not any  asset-specific  report),  a copy of such
report.                                                                         

 ARTICLE VII
 TERMINATION

     7.1 Termination.  This Agreement may be terminated at any time prior to the
Closing by:                                                                     

(a) the mutual written consent of CPH Inc. and CHF;                   

     (b) CHF,  if the  conditions  set forth in Section  4.1 shall not have been
satisfied by February 28, 2001 (the "Termination  Date"),  unless the failure of
such  condition  is the result of a  material  breach of this  Agreement  or any
Ancillary Agreement by CHF;                                                     

     (c) CPH Inc.,  if the  conditions  set forth in Section  4.2 shall not have
been satisfied by the Termination  Date, unless the failure of such condition is
the result of a material breach of this Agreement or any Ancillary  Agreement by
CPH Inc., any Mirror Company or any Project Company;                            

     (d) CHF or CPH Inc.  if any  Governmental  Body shall have issued an order,
decree or ruling or taken any other action  restraining,  enjoining or otherwise
prohibiting the Transactions.                                                   

     7.2  Effect  of  Termination.  In the  event  of the  termination  of  this
Agreement  pursuant to Section 7.1 hereof,  such  termination  shall be the sole
remedy,  and (a) this Agreement shall forthwith become void, and (b) there shall
be no liability on the part of CPH Inc. or CHF; provided,  however, that if such
termination  shall  result  from  the  breach  by a party  hereto  of any of    

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its obligations  under this Agreement,  such party shall be fully liable for any
and all damages sustained or incurred by the other party hereto,  its affiliates
or any of the representatives of any of them as a result of or arising from such
breach and such other party shall be entitled to seek any remedies  available to
its at law or in equity.                                                        

     7.3  Expenses.  Each of the  parties  hereto  will  bear its own  legal and
accounting charges and other expenses arising from the negotiation,  preparation
and execution of this Agreement and the Ancillary Agreements.                   

     7.4 Transfer Taxes.  If there should be any stock transfer Taxes,  sales or
use Taxes and real  property  gains or  transfer  Taxes  (excluding  any  income
Taxes), filing fees, recording charges,  registration costs or expenses directly
or  indirectly  attributable  to or arising out of the exchange of interests and
other  transactions  contemplated by this Agreement or the Ancillary  Agreements
("Transfer  Taxes")  payable,  CPH Inc. will be  responsible  for filing any Tax
Returns,  with the assistance of CHF, and complying with any procedures required
in connection with all Transfer Taxes resulting therefrom. CPH Inc. and CHF will
each pay one-half of any such Transfer Taxes due.                               

ARTICLE VIII
 INDEMNIFICATION

8.1 Indemnification.                                                  

     (a)  Indemnification by CPH Inc. CPH Inc. will indemnify and defend CHF and
its  Affiliates  and  each of  their  respective  partners,  members,  managers,
directors,  officers,  employees, agents and Affiliates (collectively,  the "CHF
Indemnified Persons") against and hold each CHF Indemnified Person harmless from
any and all  liabilities,  obligations,  losses,  damages,  penalties,  Actions,
judgments, costs, expenses, claims, diminution in value, or disbursements of any
kind or nature whatsoever,  including, without limitation,  interest, penalties,
fines,  judgments,  settlements,  costs of preparation and investigation,  costs
incurred in enforcing this indemnity and reasonable attorneys' fees and expenses
(collectively,  "Losses"),  that CHF  Indemnified  Persons may suffer,  sustain,
incur or become subject to arising out of, relating to, or due to any inaccuracy
or breach of any of the representations,  warranties, covenants or agreements of
CPH Inc. contained in this Agreement or any Ancillary Agreement.                

     (b) Indemnification by CHF. CHF will indemnify and defend CPH Inc. and each
of  its  managers,   directors,   officers,  employees,  agents  and  Affiliates
(collectively,  the "CPH Inc.  Indemnified  Persons")  against and hold each CPH
Inc.  Indemnified  Person  harmless  from  any  and all  Losses  that  CPH  Inc.
Indemnified Persons may suffer,  sustain, incur or become subject to arising out
of,   relating  to,  or  due  to  any   inaccuracy  or  breach  of  any  of  the
representations,  warranties,  covenants or  agreements of CHF contained in this
Agreement or any Ancillary Agreement.                                           

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     (c) Right to Assign. The parties hereto agree that CHF shall have the right
to assign its rights to  indemnification  under this  Section  8.1 to any single
Person,  including  but  not  limited  to,  the  Joint  Venture,  that  acquires
substantially all of the CPH Mirror Company Interests from CHF, whether by sale,
merger, consolidation or otherwise.                                             

     8.2   Survival   of   Representations   and   Warranties   and   Right   to
Indemnification.   With   respect  to   Sections   8.1(a)  and  (b)  only,   the
representations and warranties of the parties contained in this Agreement or any
Ancillary Agreement and the rights to indemnification  under this Agreement with
respect thereto will survive the Closing Date and any  investigation at any time
made by or on behalf of CHF or any other party and will remain in full force and
effect thereafter until March 31, 2002 and will be effective with respect to any
inaccuracy  therein or breach  thereof,  notice of which has been given prior to
such date; provided, however, that:                                             

     (a) the  representations  and warranties set forth in Sections 5.1(a), (b),
(c),  (d),  (f), (h), (j), (l), (m), (r), (t), (u), (w) and (x) (the "CPH Inc.'s
Fundamental  Representations")  and the rights to indemnification  under Section
8.1(a) with  respect  thereto  will  survive the Closing and will remain in full
force and  effect for the  longer of five  years and the  applicable  statute of
limitations.                                                                    

     (b) the  representations  and warranties set forth in Sections 5.2(a), (b),
(c), (d), (e) and (g) (the "CHF's Fundamental  Representations")  and the rights
to  indemnification  under Section 8.1(b) with respect  thereto will survive the
Closing  and will  remain in full  force and effect for the longer of five years
and the applicable statute of limitations.                                      

     8.3 Thresholds;  Limitation on Liability.  CHF Indemnified  Persons and CPH
Inc.  Indemnified  Persons will be able to recover Losses under Section 8.1 from
the first  dollar of such Losses;  provided,  however,  that no CHF  Indemnified
Person or CPH Inc.  Indemnified Person will be entitled to any recovery from the
other party in accordance with the provisions of Sections 8.1(a) and (b), unless
and until the aggregate amount of such Losses suffered,  sustained,  or incurred
by the asserting  party,  or to which such party becomes  subject,  by reason of
inaccuracy or breach of any  representations or warranties  thereunder,  exceeds
$250,000  calculated  on a  cumulative  basis (for all  Losses) and not per item
basis (the "Threshold Amount").                                                 

     (d)   Limitations   on  Liability   of  CHF.  The   liability  of  CHF  for
indemnification  under  Section  8.1(b)  shall  not  exceed  $10,000,000  in the
aggregate.                                                                      

     (e)  Limitations  on Liability  of CPH Inc.  The  liability of CPH Inc. for
indemnification  under  Section  8.1(a)  shall  not  exceed  $10,000,000  in the
aggregate.                                                                      

     8.4 Fraud  Exception.  Notwithstanding  any provision  contained in Article
VIII to the contrary, (a) in the event any Loss or failure to discover a fact or
condition  by a  CHF  Indemnified  Person  is  due  to,  arises  from,  or is in
connection  with,  fraud  or  willful  misconduct  by the  CPH  Inc.,  such  CHF
Indemnified Person will be entitled to recover any such Losses from the CPH Inc.

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without  regard  to any of the time  limitations,  the  Threshold  Amount or the
$10,000,000  dollar limitations set forth above, and will be entitled to recover
the full amount of such Losses from the first  dollar of any such Loss;  and (b)
in the event any Loss or failure to discover a fact or  condition  by a CPH Inc.
Indemnified  Person is due to, arises from, or is in connection  with,  fraud or
willful misconduct by the CHF, such CPH Inc. Indemnified Person will be entitled
to  recover  any such  Losses  from the CHF  without  regard  to any of the time
limitations,  dollar thresholds or dollar  limitations set forth above, and will
be entitled  to recover the full amount of such Losses from the first  dollar of
any such Loss.                                                                  

ARTICLE IX
GENERAL PROVISIONS

     9.1  Entire  Agreement;   Amendment.   This  Agreement  and  the  Ancillary
Agreements,   together  with  all  exhibits   hereto,   sets  forth  the  entire
understanding  of  the  parties,   and  supersede  all  prior  arrangements  and
communications,  whether  oral or written,  with  respect to the subject  matter
hereof.  For avoidance of doubt, this Agreement does not constitute an "Election
Notice" under Section 7.03 of the Investment and  Stockholders  Agreement  dated
September  29,  1997 or under  Article IV of the Amended  and  Restated  Limited
Liability Company Agreement of CPH LLC.                                         

     9.2  Severability.  The  invalidity or  unenforceability  of any particular
provision  of this  Agreement  shall not  affect  the other  provisions  of this
Agreement,  and this  Agreement  shall be  construed  in all  respects as if the
invalid or unenforceable provision were omitted.                                

     9.3 Notices. All notices,  demands and communications hereunder shall be in
writing and shall be deemed to be duly given upon personal  delivery or five (5)
days after being mailed from the State of  California by registered or certified
United States mail, postage pre-paid, return receipt requested, addressed to the
parties at the addresses herein set forth, or at such other address as any party
shall have furnished to the other parties in writing:                           

If to CPH Inc.:            Capital Pacific Holdings, Inc.                       
4100 MacArthur Boulevard  
Newport Beach, CA  92660  
          Attn:  President and General Counsel

with a copy (not           Wiley, Rein & Fielding                               
constituting notice)       1776 K Street, NW                                    
Washington DC  20006      
Attn:  Dag Wilkinson, Esq.

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If to CHF:                 c/o Farallon Capital Management, L.L.C.              
One Maritime Plaza        
Suite 1325                
San Francisco, CA  94111  
               Attn:  Stephen L. Millham and Mark Wehrly

with a copy (not           Richards Spears Kibbe & Orbe                         
constituting notice)       One Chase Manhattan Plaza                            
New York, NY  10005       
 Attn: William Q. Orbe, Esq.

     9.4 Assignment.  This Agreement shall not be assignable by CPH Inc. or CHF,
except that CHF shall have the right to by written  notice to CPH Inc. to assign
its rights and delegate its  obligations  under this Agreement and the Ancillary
Agreements to any entity that is majority owned or controlling, controlled by or
under  common  control with CHF or its  majority  equity  owners or to the Joint
Venture  and  which  owns all or  substantially  all of the CPH  Mirror  Company
Interests  provided  that CHF in  connection  with any  delegation of any duties
under this Agreement  provides  assurances of the assignee's  financial capacity
acceptable to CPH Inc. in its sole  discretion.  This  Agreement,  the Ancillary
Agreements  and all of the  provisions  hereof and thereof shall be binding upon
and inure to the benefit of the parties hereto and their  respective  successors
and permitted assigns.                                                          

     9.5 Governing Law and Venue. This Agreement,  the Ancillary  Agreements and
the rights and  obligations  of the parties  hereunder and  thereunder  shall be
governed by and construed in accordance with the internal laws, but not the laws
pertaining  to  conflict  or choice of laws,  of the  State of  California.  The
exclusive forum for the  determination  of any action relating to this Agreement
or any Ancillary  Agreement shall be either an appropriate court of the State of
California  in Orange  County or the  appropriate  court of the United States in
Orange County, California.                                                      

     9.6  Attorneys'  Fees. If either party to this  Agreement  brings an action
against the other party to interpret or enforce this  Agreement or any Ancillary
Agreement,  the  prevailing  party  shall be  entitled  to recover its costs and
expenses,  including without  limitation  attorneys' fees and costs actually and
reasonably incurred in connection with such action, including any appeal of such
action.                                                                         

     9.7 No  Waiver.  No  waiver  of any  provision  of  this  Agreement  or any
Ancillary Agreement or any rights or obligations of any party hereunder shall be
effective,  except  pursuant  to a  written  instrument  signed  by the party or
parties waiving  compliance,  and any such waiver shall be effective only in the
specific instance and for the specific purpose stated in such writing.          

     9.8 Cooperation and Further  Assurances.  The parties shall fully cooperate
with each other in good faith to execute any and all reasonable documents and to
perform  all  actions                                                           

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reasonably   necessary  or  appropriate  to  effect  the   consummation  of  the
transactions  contemplated by this Agreement and the Ancillary Agreements,  both
before or after the Closing.                                                    

     9.9 Captions and  References  to Articles and  Sections.  The titles of the
articles and sections to this Agreement are for  convenience  only and are not a
part of this  Agreement  and do not in any way limit,  amplify or explain any of
the provisions of this Agreement.  All uses of the words "Article" and "Section"
in this  Agreement are  references  to articles and sections of this  Agreement,
unless otherwise specified.                                                     

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

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         IN WITNESS  WHEREOF,  each of the  parties  hereto have  executed  this
Agreement as of the date first written above.                                   

                         CAPITAL PACIFIC HOLDINGS, INC.,
                a Delaware corporation

                   By: /s/  Hadi Makarechian
                                    ----------------------------------
                         Name:  Hadi Makarechian
                 Title: Chairman

                           CALIFORNIA HOUSING FINANCE, L.P.,
                        a Delaware limited partnership

                                By: California Housing Finance L.L.C.,
                     its General Partner

                                  By: Farallon Capital Management, L.L.C.,
             its Manager

By:   
                                     -----------------------------------
                           Name:  Stephen L. Millham
                        Title: Managing Member

     The  undersigned  entities  are  executing  this  Agreement  solely for the
purposes set forth in Section 6.6.                                              

   CPH2, LLC
                              a Delaware limited liability company

                   By: /s/  Hadi Makarechian
                                      ------------------------------------
                         Name:  Hadi Makarechian
               Title: Member

   CPH3, LLC
                              a Delaware limited liability company

                   By: /s/  Hadi Makarechian
                                      ------------------------------------
                         Name:  Hadi Makarechian
               Title: Member

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         IN WITNESS  WHEREOF,  each of the  parties  hereto have  executed  this
Agreement as of the date first written above.                                   

                         CAPITAL PACIFIC HOLDINGS, INC.,
                a Delaware corporation

By:   
                                    ----------------------------------
       Name:
        Title:

                           CALIFORNIA HOUSING FINANCE, L.P.,
                        a Delaware limited partnership

                                By: California Housing Finance L.L.C.,
                     its General Partner

                                  By: Farallon Capital Management, L.L.C.,
             its Manager

                    By: /s/  Stephen L. Milham
                                     -----------------------------------
                           Name:  Stephen L. Millham
                          Title:   Managing Member

     The  undersigned  entities  are  executing  this  Agreement  solely for the
purposes set forth in Section 6.6.                                              

   CPH2, LLC
                              a Delaware limited liability company

By:   
                                      ------------------------------------
       Name:
        Title:

   CPH3, LLC
                              a Delaware limited liability company

By:   
                                      ------------------------------------
       Name:
        Title:

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List of Schedules to Interest Exchange Agreement
------------------------------------------------

Schedule 2.4(b)         CPH Inc.'s Employees                                    
Schedule 4.1(d)         Consents                                                
Schedule 4.2(d)(v)      Project Companies  Executing  Management  Agreements    
Schedule 4.2(d)(vi)     Project Companies Executing  Construction  Agreements   
Schedule 5.1(d)         Governmental  Consents                                  
Schedule 5.1(e)         Employee Stock Options                                  
Schedule 5.1(k)         Material Changes                                        
Schedule 5.1(l)         Liens and Encumbrances on Other Assets                  
Schedule5.1(m)          Certain Real Property,  Leaseholds  and Liens           
Schedule  5.1(n)        MaterialContracts                                       
Schedule 5.1(p)         Insurance Policies                                      
Schedule  5.1(r)        Environmental Matters                                   
Schedule 5.1(t)         Affiliate  Transactions                                 
Schedule 5.1(w)         Unfunded Capital Commitments                            
Schedule 5.1(x)         Liens on Assets of Project Companies                    
Schedule 5.1(y)         Payment Amounts                                         
Schedule  5.1(z)        Personal  Property of CPH  Newport  Building            
Schedule 6.3            Potential Transactions                                  

 List of Exhibits to Interest Exchange Agreement
 -----------------------------------------------

Exhibit A               Certificate of Chief Financial Officer of CPH Inc.      
Exhibit B               Opinion of Counsel of CPH Inc.                          
Exhibit C               Assignment of CPH Mirror Company Interests              
Exhibit D               Lease                                                   
Exhibit E               Termination of the Investment and Stockholders Agreement
Exhibit F               Management Agreements                                   
Exhibit G               Construction Agreements                                 
Exhibit H               Consulting Agreement                                    
Exhibit I               Service Marks License Agreement                         
Exhibit J               Indemnification Agreement                               
Exhibit K               Secretary's Certificate of CPH Inc.                     
Exhibit L               Managing Member Certificate of Relevant Companies       
Exhibit M               Assignment of Transferred Interest                      
Exhibit N               Sublease                                                
Exhibit O               Opinion of Counsel of CHF                               

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                                                                       EXHIBIT N
                                                                              to
                                                                    SCHEDULE 13D

 JOINT ACQUISITION STATEMENT
PURSUANT TO SECTION 240.13D-(f)(1)
----------------------------------

     The  undersigned  acknowledge  and agree that the  foregoing  statement  on
Schedule  13D is  filed  on  behalf  of each of the  undersigned  and  that  all
subsequent amendments to this statement on Schedule 13D shall be filed on behalf
of each of the  undersigned  without the  necessity of filing  additional  joint
acquisition   statements.   The  undersigned  acknowledge  that  each  shall  be
responsible for the timely filing of such  amendments,  and for the completeness
and accuracy of the information concerning him, her or it contained therein, but
shall not be responsible  for the  completeness  and accuracy of the information
concerning the other  entities or persons,  except to the extent that he, she or
it knows or has reason to believe that such information is inaccurate.          

Dated:   February 16,  2001                                                     

    CALIFORNIA HOUSING FINANCE, L.P.

               By:     California Housing Finance, L.L.C.,
its General Partner         

                By:     Farallon Capital Management, L.L.C.,
its Manager                 

/s/  Thomas F. Steyer       
            ----------------------------------------
By Thomas F. Steyer,        
Senior Managing Member      

      CALIFORNIA HOUSING FINANCE, L.L.C.
                By:     Farallon Capital Management, L.L.C.,
its Manager                 

/s/  Thomas F. Steyer       
            ----------------------------------------
By Thomas F. Steyer,        
Senior Managing Member      

        FARALLON CAPITAL MANAGEMENT, L.L.C.,

/s/  Thomas F. Steyer       
            ----------------------------------------
By Thomas F. Steyer,        
Senior Managing Member      

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/s/  Thomas F. Steyer       
            ----------------------------------------
                          Thomas F. Steyer, individually and as attorney-in-fact
                   for each of Enrique H. Boilini, David I. Cohen,
         Joseph F. Downes, William F. Duhamel,
        Andrew B. Fremder, Richard B. Fried,
        Monica R. Landry, William F. Mellin,
        Stephen L. Millham, Meridee A. Moore
and Mark C. Wehrly.         

 Page 68 of 68 Pages

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
		10/31/02		1
		3/31/02		60					13F-HR
		2/28/01		58					10-K
Filed on:		2/16/01		26		67
		2/15/01		1		41
		1/22/01		27					SC 13G
		12/1/00		21		55
		11/30/00		32		49			10-Q
		11/7/00		19					SC 13D/A
		6/13/00		56
		1/10/00		27					SC 13D/A
		1/13/99		27
		10/1/97		20		36
		9/30/97		17					SC 13D,  SC 13D/A
		9/29/97		21		61
		9/26/97		27
									List all Filings