Exhibit 10.2


TIME SHARING AGREEMENT


This Time Sharing Agreement (the “Agreement”), is entered into
effective the 15th day of  July, 2006, by
and between Affordable Residential Communities Inc. in it’s capacity as the
sole general partner of Affordable Residential Communities LP, a Delaware
limited partnership (“Operator”), and James F. Kimsey, an individual (“User”);


WITNESSETH, that


WHEREAS, Operator leases that certain Dassault-Breguet Falcon 10
aircraft, manufacturer’s serial number 130, bearing the United States
Registration Number N454DP (the “Aircraft”);


WHEREAS, Operator contracts for the provision of a
fully qualified flight crew to operate the Aircraft; and


WHEREAS, Operator desires to lease said Aircraft
with flight crew to User and User desires to lease said Aircraft and flight
crew from Operator on a time sharing basis pursuant to Section 91.501(c)(1) of
the Federal Aviation Regulations (“FARs”).


NOW THEREFORE, Operator and User declaring their
intention to enter into and be bound by this Agreement, and for the good and
valuable consideration set forth below, hereby covenant and agree as follows:


1.             Operator
agrees to lease the Aircraft to User pursuant to the provisions of FAR
91.501(c)(1) and to provide a fully qualified flight crew for all operations on
a non-continuous basis commencing on the first date set forth hereinabove and
continuing for a term of five (5) years. 
Either party may terminate this Agreement by giving thirty (30) days
written notice to the other party.


2.             User
shall pay Operator for each flight conducted under this Agreement an amount per
mile to be determined by User and Operator, but in no event to exceed the
actual expenses of each specific flight, as authorized by FAR Part 91.501(d),
including the actual expense of any “deadhead” flights made for User, as
authorized by FAR Part 91.501(d).  The
expenses authorized by FAR Part 91.501(d) include:


(a)                                  Fuel, oil, lubricants and other additives.


(b)                                 Travel expenses of the crew, including food,
lodging and ground transportation.


(c)                                  Hangar and tie down costs away from the
Aircraft’s base of operation.


(d)                                 Insurance obtained for the specific flight.


(e)                                  Landing fees, airport taxes and similar
assessments.



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(f)                                    Customs, foreign permit and similar fees
directly related to the flight.


(g)                                 In-flight food and beverages.


(h)                                 Passenger ground transportation.


(i)                                     Flight planning and weather contract
services.


(j)                                     An additional charge equal to one hundred
percent (100%) of the expenses listed in subparagraph (a) of this paragraph.


3.             Operator
will pay all expenses related to the operation of the Aircraft when incurred,
and will provide an invoice and bill User for the expenses enumerated in
paragraph 2 above on the last day of the month in which any flight or flights
for the account of User occur.  User
shall pay Operator for said expenses within thirty (30) days of receipt of the
invoice and bill therefor.


User shall include with each payment any federal
transportation excise tax due with respect to such payment, and Operator shall
be responsible for collecting, reporting and remitting such tax to the U.S.
Internal Revenue Service.


4.             User
will provide Operator with requests for flight time and proposed flight
schedules as far in advance of any given flight as possible.  Requests for flight time and proposed flight
schedules shall be made in compliance with Operator’s scheduling
procedures.  In addition to proposed
schedules and flight times, User shall provide at least the following
information for each proposed flight at some time prior to scheduled departure
as required by Operator or Operator’s flight crew.


(a)                                  proposed departure point;


(b)                                 destination;


(c)                                  date and time of flight;


(d)                                 the number of anticipated passengers;


(e)                                  the nature and extent of unusual luggage
and/or cargo to be carried;


(f)                                    the date and time of a return flight, if any;
and


(g)                                 any other information concerning the proposed
flight that may be pertinent or required by Operator or Operator’s flight crew.


5.             Operator
shall pay all expenses related to the operation of the Aircraft and shall
employ, pay for and provide to User a qualified flight crew for each flight
undertaken under this 



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Agreement.


6.             Operator
shall be responsible for securing or causing to be secured maintenance,
preventive maintenance and required or otherwise necessary inspections on the
Aircraft, and shall take such requirements into account in scheduling the
Aircraft.  No period of maintenance,
preventive maintenance or inspection shall be delayed or postponed for the
purpose of scheduling the Aircraft, unless said maintenance or inspection can
be safely conducted at a later time in compliance with all applicable laws and
regulations, and within the sound discretion of the pilot in command.  The pilot in command shall have final and
complete authority to cancel any flight for any reason or condition which in
his judgment would compromise the safety of the flight.


7.             In
accordance with applicable FARs, the flight crew will exercise all of its
duties and responsibilities in regard to the safety of each flight conducted
hereunder.  User specifically agrees that
the pilot in command, in his sole discretion, may terminate any flight, refuse
to commence any flight, or take other action which in the considered judgment
of the pilot in command is necessitated by considerations of safety.  The parties agree that Operator shall not be
liable for delay or failure to furnish the Aircraft and crew member pursuant to
this Agreement when such failure is caused by government regulation or
authority, mechanical difficulty, war, civil commotion, strikes or labor
disputes, weather conditions or acts of God.


8.             Operator
will provide such additional insurance coverage as User shall request or
require, provided, however, that the cost of such additional insurance shall be
borne by User as set forth in paragraph 2(d) hereof.


9.             Each
party hereto agrees to indemnify and hold harmless the other against all
losses, including costs, attorneys fees and expenses by reason of claims for
injury to or death of persons and loss of or damage to property arising out of
or in any manner connected with the performance of such party’s
responsibilities under this Agreement or any breach by such party of any
covenant or warranty made herein. 
Operator and User agree that in the event either party shall be liable
to the other for any reason relating to this Agreement, that under no
circumstances shall the damaged party be entitled to any special or
consequential damages, including but not limited to damages for lost profits.


10.           User
warrants that:


(a)                                  He will use the Aircraft for and on account
of his own business only, and will not use the Aircraft for the purposes of
providing transportation for passengers or cargo in air commerce for
compensation or hire;


(b)                                 During the term of this Agreement, he will
abide by and conform to all such laws, governmental and airport orders, rules
and regulations, as shall from time to time be in effect relating in any way to
its operation and use of the Aircraft by User.



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11.           Neither
this Agreement nor either party’s interest herein shall be assignable to the
other party.  This Agreement shall inure
to the benefit of and be binding upon the parties hereto, their heirs,
representatives and successors.


12.           Nothing
herein shall be construed to create a partnership, joint venture, franchise,
employer-employee relationship or to create any relationship of principal and
agent between the parties.


13.           This
Agreement shall be governed by and construed in accordance with the laws of the
State of Colorado.


[Remainder of Page Intentionally Left Blank]



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IN WITNESS WHEREOF, the parties hereto have caused
the signatures of their authorized representatives to be affixed below on the
day and year first above written.


The persons signing below warrant their authority to sign.


TRUTH IN LEASING STATEMENT UNDER SECTION 91.23
(FORMERLY 91.54) OF THE FEDERAL AVIATION REGULATIONS.


(A)                              AFFORDABLE RESIDENTIAL COMMUNITIES LP (“OPERATOR”)
HEREBY CERTIFIES THAT THE AIRCRAFT HAS BEEN INSPECTED AND MAINTAINED  WITHIN THE 12 MONTH PERIOD PRECEDING THE DATE
OF THIS AGREEMENT IN ACCORDANCE WITH THE PROVISIONS OF FAR PART 91 AND ALL
APPLICABLE REQUIREMENTS FOR THE MAINTENANCE AND INSPECTION THEREUNDER HAVE BEEN
MET.


(B)                                AFFORDABLE RESIDENTIAL COMMUNITIES LP (“OPERATOR”)
AGREES, CERTIFIES AND KNOWINGLY ACKNOWLEDGES THAT WHEN THE AIRCRAFT IS OPERATED
UNDER THIS AGREEMENT, IT SHALL BE KNOWN AS, CONSIDERED, AND SHALL IN FACT BE
THE OPERATOR OF THE AIRCRAFT.


(C)                                THE PARTIES UNDERSTAND THAT AN EXPLANATION OF
FACTORS AND PERTINENT FEDERAL AVIATION REGULATIONS BEARING ON OPERATIONAL
CONTROL CAN BE OBTAINED FROM THE LOCAL FLIGHT STANDARDS DISTRICT OFFICE.  OPERATOR FURTHER CERTIFIES THAT IT WILL SEND
A TRUE COPY OF THIS EXECUTED AGREEMENT TO:  
FLIGHT STANDARDS TECHNICAL DIVISION, P. O. BOX 25724, OKLAHOMA CITY, OKLAHOMA,
73125, WITHIN 24 HOURS OF ITS EXECUTION, AS PROVIDED BY FAR 91.23(c)(1).


	
  Operator:

  	
  Affordable Residential

  	
  User:

  	
  /s/James F. Kimsey

  
	
   

  	
  Communities LP

  	
   

  	
  JAMES F. KIMSEY

  
	
   

  	
  By: Affordable
  Residential

  	
   

  	
   

  
	
   

  	
  Communities Inc.

  	
   

  	
   

  
	
   

  	
  Its: Sole
  General Partner

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/Scott L. Gesell

  	
   

  	
   

  
	
  Name:

  	
  Scott L. Gesell

  	
   

  	
   

  
	
  Title:

  	
  Executive Vice President

  	
   

  	
   

  



 


A copy of this Agreement must be carried in the Aircraft while being
operated hereunder.



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