ACQUISITION AGREEMENT

                  ACQUISITION  AGREEMENT,  dated effective as of January 1, 2000
(the  "Agreement"),  by and among AIC  Community  Management  Holding  Corp.,  a
Delaware corporation ("Newco"), AIC MANAGEMENT HOLDINGS, LLC, a Delaware limited
liability  company  ("AICMH"  and,  together  with  Newco,  the   "Purchasers"),
COMMUNITY  MANAGEMENT  INVESTORS   CORPORATION,   a  Delaware  corporation  (the
"Seller").

                  WHEREAS,  the Seller owns approximately 50% of the outstanding
partnership  interests  (the "AICCMP  Interests")  in AIC  Community  Management
Partnership,  a Delaware  general  partnership  ("AICCMP")  and the Seller  owns
approximately  50% of the outstanding  limited  liability company interests (the
"AICPMC  Interests")  in AIC Property  Management  Co., LLC, a Delaware  limited
liability company ("AICPMC" and, together with AICMP, the "Companies"); and

                  WHEREAS,  the  Seller  desires  to  sell  all  of  its  AICCMP
Interests and all of its AICPMC Interests, and (i) Newco desires to purchase all
of the Seller's  AICCMP  Interests and (ii) AICMH desires to purchase all of the
Seller's AICPMC Interests,  each of such purchases upon the terms and subject to
the conditions set forth in this Agreement.

                  NOW,  THEREFORE,  in  consideration  of  the  representations,
warranties,  covenants and agreements set forth in this Agreement, and for other
good and valuable consideration,  the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound hereby, agree as
follows:

                                    ARTICLE I

                           PURCHASE AND SALE; CLOSING

                  I.1 Newco  Purchase  and Sale.  The  Seller  agrees to sell to
Newco and Newco agrees to purchase,  all of the Seller's AICCMP Interests at the
Closing (as herein  defined)  upon the terms and subject to the  conditions  set
forth in this Agreement.

                  I.2 AICMH  Purchase  and Sale.  The  Seller  agrees to sell to
AICMH and AICMH agrees to purchase,  all of the Seller's AICCMP Interests at the
Closing (as herein  defined)  upon the terms and subject to the  conditions  set
forth in this Agreement.

                  I.3 Consideration.  The consideration for the AICCMP Interests
(the "AICCMP  Consideration") shall be THREE HUNDRED AND EIGHTY THOUSAND DOLLARS
AND NO CENTS  ($380,000.00),  such payment to be delivered at the Closing in the
form of a  promissory  note  substantially  similar  to  Exhibit  C hereto  (the
"Promissory  Note").  The  consideration  for the AICPMC  Interests (the "AICPMC

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Consideration" and, together with the AICCMP Consideration, the "Consideration")
shall be ONE  MILLION,  SEVEN  HUNDRED AND FORTY  THOUSAND  DOLLARS AND NO CENTS
($1,740,000.00),  such  payment to be  delivered at the Closing in the form of a
promissory note substantially similar to the Promissory Note attached as Exhibit
C hereto (the "Promissory Note").

                  I.4 Closing.  The closing of the transactions  contemplated by
this Agreement (the "Closing")  shall take place effective as of January 1, 2000
(the  "Closing  Date") at 10:00 a.m.  Denver time,  or on such other date as the
parties hereto agree.

                  I.5  Deliveries  by  the  Seller  at the  Closing.  (a) At the
Closing, the Seller shall deliver to Newco an executed Assignment and Assumption
of Partnership  Interest  Agreement in substantially  the same form as Exhibit A
hereto.  (b) At the  Closing,  the Seller  shall  deliver  to AICMH an  executed
Assignment and Assumption of Limited  Liability  Company  Interest  Agreement in
substantially the same form as Exhibit B hereto. (c) At the Closing,  the Seller
shall deliver to the Purchasers,  and each of them, a certificate executed by an
officer of the Seller  authorized to so certify on behalf of the Seller,  to the
effect that all of the  representations  and warranties of the Seller  contained
herein at Article II are true and correct as of the Closing Date.

                  I.6  Deliveries  by  the  Purchasers  at the  Closing.  At the
Closing,  the  Purchasers  and each of them  shall  deliver  to the Seller (i) a
certificate executed by an officer of such Purchaser authorized to so certify on
behalf of such  Purchaser,  to the effect  that all of the  representations  and
warranties  of such  Purchaser  contained  herein  at  Article  III are true and
correct  as of the  Closing  Date,  and  (ii)  an  executed  counterpart  to the
Promissory Note.

                                   ARTICLE II

                    REPRESENTATIONS AND WARRANTIES OF SELLER

                  The Seller represents and warrants to the Purchasers, and each
of them, that as of the date hereof:

                  II.1  Authority.  The  Seller  has  the  right,  power,  legal
capacity  and  authority  to enter into and perform its  obligations  under this
Agreement.  This  Agreement has been duly and validly  executed and delivered by
the Seller and, assuming the due authorization, execution and delivery hereof by
each of the  Purchasers,  constitutes  a valid  and  binding  obligation  of the
Seller,  enforceable  against it in  accordance  with its terms,  except as such
enforceability  may  be  subject  to  the  effects  of  bankruptcy,  insolvency,
reorganization,  moratorium  and other similar laws relating to or affecting the
rights of creditors and of general principles of equity.




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<PAGE>




                  II.2 No Conflict;  Consents and  Approvals.  The execution and
delivery by the Seller of this  Agreement  do not, and the  consummation  of the
transactions  contemplated hereby and compliance with the terms hereof will not,
(i)  conflict  with,  or  result  in  any  violation  of  any  provision  of the
Certificate  of  Incorporation  of the Seller,  (ii) violate or conflict with or
result in a breach or termination of or default under,  any material  agreement,
instrument,  license, judgment, order, write, injunction,  decree, statute, law,
ordinance, rule or regulation applicable to the Seller or any of the property or
assets of the Seller or (iii) result in a default (or an event which with notice
or lapse of time or both would  become a default) or give to any third party any
right of termination,  cancellation,  amendment or acceleration under, or result
in the creation or  imposition  of any Lien on any material  asset of the Seller
such as would  reasonably  be  expected  to  materially  impair the  validity or
enforceability  of this Agreement or the ability of the Seller to perform in any
material respect, its obligations under this Agreement. No consent,  approval or
authorization  of,  or  declaration,  filing  or  registration  with any  court,
administrative   agency  or  commission  or  other  governmental  or  regulatory
authority or any other person or entity is required to be made or obtained by or
with  respect to the  Seller in  connection  with the  execution,  delivery  and
performance  of  this  Agreement  or  the   consummation  of  the   transactions
contemplated hereby.

                  II.3  Ownership.  Seller  is the  owner,  beneficially  and of
record,  of all of the AICCMP Interests and all of the AICPMC Interests free and
clear of all  Liens.  As used in this  Agreement,  "Lien"  means  any  mortgage,
pledge,  lien,  encumbrance,  charge,  adverse claim or  restriction of any kind
affecting  title  or  resulting  in an  encumbrance  against  property,  real or
personal,  tangible or intangible, or a security interest of any kind (including
any conditional sale or other title retention agreement, any lease in the nature
thereof,  any third party option or other agreement to sell and any filing of or
agreement to give, any financing statement under the Uniform Commercial Code (or
equivalent statute) of any jurisdiction).

                                   ARTICLE III

                REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

                  Each   Purchaser   represents   and  warrants  to  the  Seller
individually but not jointly that as of the date hereof:

                  III.1 Authority.  It has the right,  power, legal capacity and
authority to enter into and perform its obligations  under this  Agreement.  The
execution, delivery and performance of this Agreement by such Purchaser, and the
payment  by  such  Purchaser  of  the  AICCMP   Consideration   and  the  AICPMC
Consideration , respectively, have been duly authorized by such Purchaser and no
further  action is necessary on the part of such  Purchaser.  This Agreement has
been duly and validly executed and delivered by such Purchaser and, assuming the


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<PAGE>

due  execution  and  delivery  by the  Seller,  constitutes  a valid and binding
obligation of such  Purchaser,  enforceable  against it in  accordance  with its
terms.

                  III.2 No Conflict;  Consents and Approvals.  The execution and
delivery by such Purchaser of this Agreement does not, and the  consummation  of
the transactions  contemplated  hereby and compliance with the terms hereof will
not,  (i) conflict  with,  or result in any  violation  of any  provision of the
Certificate of Incorporation  or Bylaws of Newco, or the Operating  Agreement of
AICMH,  (ii) violate or conflict with or result in a breach or termination of or
default under, any material agreement,  instrument,  license,  judgment,  order,
writ, injunction, decree, statute, law, ordinance, rule or regulation applicable
to such  Purchaser or any of the  property or assets of such  Purchaser or (iii)
result  in a default  (or an event  which  with  notice or lapse of time or both
would  become a default)  or give to any third  party any right of  termination,
cancellation,  amendment  or  acceleration  under,  or result in the creation or
imposition  of any Lien on any material  asset of such  Purchaser  such as would
reasonably be expected to materially  impair the validity or  enforceability  of
this  Agreement  or the  ability of such  Purchaser  to perform in any  material
respect,  its  obligations  under  this  Agreement.  No  consent,   approval  or
authorization  of,  or  declaration,  filing  or  registration  with any  court,
administrative   agency  or  commission  or  other  governmental  or  regulatory
authority or any other person or entity is required to be made or obtained by or
with respect to such Purchaser in connection  with the  execution,  delivery and
performance  of  this  Agreement  or  the   consummation  of  the   transactions
contemplated hereby.

                  III.3  Diligence  Review.  Without  limiting such  Purchaser's
right to rely on the  representations  and  warranties  contained  in Article II
hereof,  such Purchaser  acknowledges  that it has had the opportunity to review
such financial and other data as it has requested of the Seller, and that it has
had the  opportunity to conduct such due diligence  investigations  as it deemed
appropriate.

                                   ARTICLE IV

                                    COVENANTS

                  IV.1  Conduct of  Business.  From the date hereof  through the
Closing, except as expressly permitted or contemplated by this Agreement, unless
the  Purchasers  shall  otherwise  agree in  writing  prior to the taking of any
action  prohibited by the terms of this Section,  the Seller shall cause each of
the Companies to conduct its  operations  and business in the ordinary and usual
course of business  and  consistent  with past  practice.  Without  limiting the
generality of the foregoing, and except as otherwise expressly permitted by this
Agreement,  prior to the  Closing,  without  the prior  written  consent  of the
Purchasers, to the extent within its control, the Seller shall not permit AICCMP
or AICPMC to: (a) issue,  sell,  pledge or dispose of, grant or otherwise create
or agree to issue,  sell,  pledge or dispose of, grant or  otherwise  create any
equity interest, any debt or any securities convertible into or exchangeable for
any equity interest;  (b) purchase,  redeem or otherwise  acquire or retire,  or


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<PAGE>

offer to purchase,  redeem or otherwise  acquire or retire,  any equity interest
(including  any options  with  respect to any equity  interest  and any security
convertible or exchangeable into any equity interest);  (c) declare,  set aside,
make any  distribution,  payable in cash,  stock,  property or  otherwise,  with
respect to any of its equity interests, or subdivide, reclassify,  recapitalize,
split,  combine or  exchange  any of its equity  interests;  (d) incur or become
contingently  liable with  respect to any  indebtedness  or  guarantee  any such
indebtedness  or issue any debt  securities  or incur any  other  obligation  or
liability  outside  the  ordinary  course of  business;  (e) acquire or agree to
acquire by merging or consolidating  with, or by purchasing a substantial equity
interest in or a  substantial  portion of the assets of, or by any other manner,
any business or any  corporation,  partnership,  association  or other  business
entity;  (f)  mortgage  or  otherwise  encumber  or  subject  to any lien of its
properties  or  assets;  (g) other  than with  respect  to tenant  leases in the
ordinary  course of business  consistent with past practice,  sell,  transfer or
assign any of its assets or  properties;  (h) other than with  respect to tenant
leases in the ordinary course of business  consistent with past practice,  enter
into any contract not terminable  within 30 days; (i) other than with respect to
tenant leases in the ordinary course of business  consistent with past practice,
pay or settle any claim or  liability,  or enter into,  amend or  terminate  any
transaction,  contract, commitment or arrangement to which AICCMP or AICPMC is a
party.

                  IV.2 Further  Assurances.  Each party hereto agrees to use its
best  efforts to obtain all consents  and  approvals  and to do all other things
necessary  for  the  consummation  of  the  transactions  contemplated  by  this
Agreement.  The parties agree to take such further action to deliver or cause to
be delivered to each other at the Closing and at such other times  thereafter as
shall be reasonably  agreed by such additional  agreements or instruments as any
of them may  reasonably  request for the purpose of carrying out this  Agreement
and the transactions contemplated hereby.

                                    ARTICLE V

                                   CONDITIONS

                  V.1  Conditions  to  Each  Party's   Obligations   Under  this
Agreement.  The respective  obligations of each party under this Agreement shall
be subject to the fulfillment at or prior to the Closing Date of the following:

                           (a) Injunctions. At the Closing Date, (i) there shall
be no  injunction,  restraining  order,  decision or decree of any nature of any
United  States or  foreign  court or  governmental  entity or body or  competent
jurisdiction  that is in effect that restrains or prohibits the  consummation of
the  transactions   contemplated  hereby  and  (ii)  there  shall  be  no  suit,
proceeding,  or  governmental  investigation  threatened  or pending  before any
United States or foreign  governmental entity or body of competent  jurisdiction
which  seeks to  restrain  or  prohibit  the  consummation  of the  transactions
contemplated  hereby in whole or material  part,  or to obtain  damages or other
relief in connection with the transactions contemplated hereby.

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<PAGE>

                           (b) Regulatory  Approvals.  All necessary  approvals,
authorizations and consents of all governmental  entities required to consummate
the  transactions  contemplated  by this Agreement  shall have been obtained and
shall remain in full force and effect and all waiting  periods  relating to such
approvals, authorizations or consents shall have expired.

                  V.2  Conditions  to  Obligations   of  the   Purchasers.   The
obligations of each of the Purchasers  individually  and not jointly are subject
to the satisfaction at or prior to the Closing of the following conditions:

                           (a) All  proceedings  to be  taken by the  Seller  in
connection  with  the  transactions  contemplated  by  this  Agreement  and  all
documents, instruments and certificates to be delivered by each of the Companies
in connection  with the  transactions  contemplated  by this Agreement  shall be
reasonably  satisfactory  in form and  substance to each of the  Purchasers  and
their counsel.

                           (b) All  representations and warranties of the Seller
contained  herein at Article II shall be true and  correct at the  Closing as if
made as of the Closing Date.

                           (c) There  shall not have  occurred as of the Closing
Date any  material  adverse  condition  with respect the  business,  properties,
financial condition or prospects of the Companies.

                           (d) There  shall  not be in effect as of the  Closing
Date any  writ,  judgment,  injunction,  decree  or  similar  order of any court
restraining,  or enjoining or otherwise  preventing  consummation  of any of the
transactions contemplated by this Agreement.

                  V.3 Conditions to Obligations of the Seller.  The  obligations
of the Seller are subject to the  satisfaction at or prior to the Closing of the
following conditions:

                           (a)  All  proceedings  to be  taken  by  each  of the
Purchasers in connection  with the  transactions  contemplated by this Agreement
and all documents,  instruments and  certificates to be delivered by each of the
Companies in connection  with the  transactions  contemplated  by this Agreement
shall be  reasonably  satisfactory  in form and  substance to the Seller and its
counsel.

                           (b)  All   representations   and  warranties  of  the
Purchasers  contained  herein at Article III are true and correct at the Closing
as if made as of the Closing Date.

                           (c) There  shall  not be in effect as of the  Closing
Date any  writ,  judgment,  injunction,  decree  or  similar  order of any court
restraining,  or enjoining or otherwise  preventing  consummation  of any of the


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transactions contemplated by this Agreement.

                                   ARTICLE VI

                                  MISCELLANEOUS

                  VI.1 Survival. The representations,  warranties, covenants and
agreements  made by the Seller and the  Purchaser in this  Agreement,  or in any
certificate delivered by the Seller or the Purchaser will [not] survive closing.

                  VI.2 Notices.  All notices and other communications under this
Agreement  must be in  writing  and will be deemed  to have  been duly  given if
delivered,  telecopied or mailed, by certified mail,  return receipt  requested,
first-class postage prepaid, to the parties at the following address:

         If to the Seller, to:

                  Community Management Investors Corporation
                  2 Ponds Edge Drive
                  P.O. Box 500
                  Chadds Ford, Pennsylvania 19317
                  Attention:  President
                  Telephone: (610) 388-9600
                  Fax: (610) 388-9616

         If to either of the Purchasers, to:

                  Asset Investors Corporation
                  3410 South Galena Street, Suite 210
                  Denver, Colorado 80231
                  Attention:  David Becker
                  Telephone:  (303) 614-9422
                  Fax:  (303) 614-9401

         with a copy to:

                  Skadden, Arps, Slate, Meagher & Flom LLP
                  300 South Grand Avenue, Suite 3400
                  Los Angeles, California 90071
                  Attention:  Michael V. Gisser
                  Telephone:  (213) 687-5000
                  Fax:  (213) 687-5600

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                  VI.3 Separability. If any provision of this Agreement shall be
declared to be invalid or unenforceable, in whole or in part, such invalidity or
unenforceability  shall not affect the remaining  provisions  hereof which shall
remain in full force and effect.

                  VI.4  Assignment.  This  Agreement  shall be binding  upon and
inure to the benefit of the parties  hereto and their  respective  heirs,  legal
representatives, successors and assigns.

                  VI.5 Interpretation.  The headings contained in this Agreement
are for  reference  purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

                  VI.6  Counterparts.  This  Agreement may be executed in one or
more counterparts,  all of which shall be considered one and the same Agreement,
and shall become effective when one or more such  counterparts  have been signed
by each of the parties and delivered to each party.

                  VI.7 Entire  Agreement.  This Agreement  represents the entire
Agreement  of the parties with  respect to the subject  matter  hereof and shall
supersede any and all previous contracts, arrangements or understandings between
the parties hereto with respect to the subject matter hereof.

                  VI.8  Governing  Law.  This  Agreement   shall  be  construed,
interpreted,  and governed in accordance with the laws of the State of Delaware,
without reference to rules relating to conflicts of law.

                  VI.9 No Third Party  Beneficiaries.  No person or entity other
than the parties  hereto is an intended  beneficiary  of this  Agreement  or any
portion hereof.

                            [Signature page follows]



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

                                            AIC COMMUNITY MANAGEMENT HOLDING
                                            CORP.
                                            a Delaware corporation

                                            By: /s/David M. Becker
                                               ---------------------------------
                                                NAME:  David M. Becker
                                                TITLE:  Chief Financial Officer
                                                DATE:  January 19, 2000



                                            AIC MANAGEMENT HOLDINGS, LLC,
                                            a Delaware limited liability company

                                            By:     Asset Investors Operating
                                                    Partnership, L.P.
                                                    Its Managing Member

                                            By:     Asset Investors Corporation
                                                    Its General Partner

                                            By: /s/David M. Becker
                                               ---------------------------------
                                                NAME:  David M. Becker
                                                TITLE:  Chief Financial Officer
                                                DATE:  January 19, 2000



                                            COMMUNITY MANAGEMENT INVESTORS
                                            CORPORATION,
                                            a Delaware corporation

                                            By: /s/Bruce E. Moore
                                               ---------------------------------
                                                NAME:  Bruce E. Moore
                                                TITLE:  President



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