PROMISSORY NOTE

$2,120,000                                                       January 1, 2000
                                                                Denver, Colorado

                  FOR VALUE RECEIVED, AIC COMMUNITY MANAGEMENT HOLDINGS,  LLC, a
Delaware limited liability company  ("AICCMH"),  and MANUFACTURED  HOUSING CORP.
("MFHC"),  a  Delaware  corporation  (each a  "Borrower"  and  collectively  the
"Borrowers"),  jointly  as  co-borrowers,  hereby  promise  to pay to  COMMUNITY
MANAGEMENT INVESTORS CORPORATION,  a Delaware corporation ("Lender"), or holder,
at the offices of Lender or such other place designated by Lender or the holder,
the  principal  sum  of  TWO  MILLION  ONE  HUNDRED  TWENTY   THOUSAND   DOLLARS
($2,120,000) or such lesser amount as shall equal the unpaid principal amount of
this Note,  in lawful money of the United  States of America and in  immediately
available  funds,  and to pay interest on such  payment on the unpaid  principal
amount of this Note,  at such office,  in like money and funds,  until this Note
shall be paid in full, at a rate of 8 1/2% per annum as hereinafter provided.

                  Each of the Borrowers hereby  acknowledges the following:  (1)
AICCMH  shall have the right to recover any amount  equal to the excess of THREE
HUNDRED EIGHTY THOUSAND  DOLLARS AND NO CENTS ($380,000) paid by it to Lender in
satisfaction of the principal  amount of this Note from MFHC; and (2) MFHC shall
have the right to recover any amount  equal to the excess of ONE  MILLION  SEVEN
HUNDRED FORTY THOUSAND DOLLARS AND NO CENTS ($1,740,000) paid by it to Lender in
satisfaction of the principal amount of this Note from AICCMH.  The Seller shall
retain  the right to recover  the full  amount  due  pursuant  to this Note from
either Borrower, according to the terms herein described.

                  The principal  amount of this Note is due and payable on March
31, 2000.  Interest on all unpaid  principal  amounts shall be paid on a monthly
basis  beginning on February 1, 2000,  and  continuing  on the first day of each
month  thereafter  until this Note,  and all interest  thereon  shall be paid in
full. All unpaid interest shall be payable on March 31, 2000,  together with the
final  payment  of  principal.  This  Note  may be  prepaid  at any  time by the
Borrowers without penalty or premium.

                  Whenever any payment is stated to be due on a day which is not
a business day, such payment shall be made on the next succeeding  business day.
For  purposes  of this  Note,  "business  day"  shall  mean any day other than a
Saturday or Sunday in which banks in Colorado are open.

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                  The principal amount of this Note and all interest accrued and
unpaid thereon shall be due and payable as provided above,  without presentment,
demand, or protest or further notice of any kind, all of which are hereby waived
by the Borrowers.  If any default occurs in any scheduled  payment of principal,
or in any scheduled  payment of interest  which default is not cured within five
(5) business days, then the Lender may, by notice to the Borrowers,  declare the
entire  principal  and all  interest  accrued  on this Note to be, and this Note
shall thereupon  become,  immediately and automatically due and payable in full,
without presentment,  demand, protest or further notice, all of which are hereby
expressly  waived  by the  Borrowers.  If  either  of  the  Borrowers  makes  an
assignment  for the benefit of creditors  or admits in writing its  inability to
pay its debts  generally as they become due; or an order,  judgment or decree is
entered  adjudicating a Borrower  bankrupt or insolvent;  or an order for relief
with respect to a Borrower is entered under the United States  Bankruptcy  Code,
or a Borrower  petitions  or applies to any tribunal  for the  appointment  of a
custodian, trustee, receiver or liquidator of the Borrower or of any substantial
part of the assets of a Borrower,  or commences  any  proceedings  relating to a
Borrower  under  any  bankruptcy,   reorganization,   arrangement,   insolvency,
readjustment of debt, dissolution or liquidation law of any jurisdiction; or any
such  petition or  application  is filed,  or any such  proceeding is commenced,
against a  Borrower  and  either  (i) such  Borrower  by any act  indicates  its
approval thereof, consent thereto or acquiescence therein or (ii) such petition,
application  or proceeding is not dismissed  within 90 days,  then this Note and
all interest shall immediately and  automatically  become and be due and payable
in  full,  without  presentment,  demand,  protest  or any  notice  of any  kind
(including,  without limitation, any notice of intent to accelerate or notice of
acceleration), all of which are hereby expressly waived by the Borrowers.

                  If this  Note is not paid  when due and is placed in the hands
of any  attorney  for  collection,  whether or not suit is filed  hereon,  or if
proceedings  are  had  in  probate,  bankruptcy,  receivership,  reorganization,
arrangement, or other legal proceedings for the collection hereof, the Borrowers
jointly  agree to pay the holder  reasonable  attorneys'  fees  incurred  by the
holder hereof in connection with any such proceedings.

                  If Lender delays in exercising or fails to exercise any of its
rights under this Note,  that delay or failure shall not  constitute a waiver of
any of Lender's rights, or of any breach,  default or failure of condition of or
under  this  Note.  No waiver by  Lender  of any of its  rights,  or of any such
breach, default or failure of condition shall be effective, unless the waiver is
expressly stated in a writing signed by Lender.

                  Asset  Investors  Operating  Partnership,   L.P.,  a  Delaware
limited  partnership  (the  "Guarantor"),  upon  execution  of this Note  hereby
unconditionally  guarantees to the Lender the obligations of the Borrowers under
this Note, including (i) that the principal of and interest on this Note will be


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paid in full when due,  whether at the  maturity or interest  payment  date,  by
acceleration  or otherwise,  all in accordance  with the terms of this Note; and
(ii) in the case of any  extension  of time of  payment or renewal of this Note,
they will be paid in full when due or performed in accordance  with the terms of
such extension or renewal.  Failing payment when due of any amount so guaranteed
for whatever reason, the Guarantor will be obligated to pay the same pursuant to
the preceding sentence. The Guarantor agrees that this is a guarantee of payment
and not a guarantee of collection.

                  THIS NOTE SHALL BE GOVERNED BY, AND  CONSTRUED  IN  ACCORDANCE
WITH, THE LAW OF THE STATE OF COLORADO.

                                            AIC COMMUNITY MANAGEMENT
                                            HOLDING CORP.
                                            a Delaware corporation

                                            By:  /s/David M. Becker, 1/19/00
                                                 ---------------------------
                                            NAME:  David M. Becker
                                            TITLE:  Chief Financial Officer


                                            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, 1/19/00
                                                 ---------------------------
                                            NAME:  David M. Becker
                                            TITLE:  Chief Financial Officer


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<PAGE>


                                            ASSET INVESTORS
                                            OPERATING PARTNERSHIP, L.P.,
                                            a Delaware limited partnership
                                            as Guarantor

                                            By:      Asset Investors Corporation
                                                     Its General Partner

                                            By:  /s/David M. Becker, 1/19/00
                                                 ---------------------------
                                            NAME:  David M. Becker
                                            TITLE:  Chief Financial Officer







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