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EXHIBIT 4.3    
    


        The shares issuable upon exercise of this warrant are subject to restrictions on Beneficial and Constructive Ownership and Transfer for
the purpose of the Company's maintenance of its status as a Real Estate Investment Trust under the Internal Revenue Code of 1986, as amended (the "Code"). Subject to certain further restrictions and
except as expressly provided in the Charter of the Company (the "Charter"), (i) no Individual may Beneficially or Constructively Own shares of the Corporation's Common Stock in excess of 9.8%
(in value or number of shares, whichever is more restrictive) of the outstanding shares of Common Stock of the Company unless such Individual is an Excepted Holder (in which case the Excepted Holder
Limit shall be applicable); (ii) no Individual may Beneficially or Constructively Own shares of Stock of the Corporation in excess of 9.8% of the value of the total outstanding shares of Stock
of the Company, unless such Individual is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (iii) no Person may Beneficially Own Stock that would result in the
Company being "closely held" under Section 856(h) of the Code or otherwise cause the Company to fail to qualify as a REIT; (iv) no Person shall Beneficially Own or Constructively Own
shares of Stock to the extent that such Beneficial Ownership or Constructive Ownership of Stock would result in Non-U.S. Persons directly or indirectly owning shares of Stock the fair
market value of which would comprise 50% or more of the fair market value of the issued and outstanding shares of Stock; and (v) no Person may Transfer shares of Stock if such Transfer would
result in the Stock of the Company being beneficially owned by fewer than 100 Persons. Any Person who Beneficially or Constructively Owns, or directly or indirectly owns, or attempts to Beneficially
or Constructively Own, or directly or indirectly own, shares of Stock which causes or will cause a Person to Beneficially or Constructively Own, or directly or indirectly own, shares of Stock in
excess or in violation of the above limitations must immediately notify the Company. If any of the restrictions on transfer or ownership (excluding (v) above) are violated, the shares of Stock
represented hereby will be automatically transferred to a Trustee of a Trust for the benefit of one or more Charitable Beneficiaries. In addition, the Company may redeem shares upon the terms and
conditions specified by the Board of Directors in its sole discretion if the Board of Directors determines that ownership or a Transfer or other event may violate the restrictions described above.
Furthermore, upon the occurrence of certain events, attempted Transfers in violation of the restrictions described above may be void ab initio. All capitalized terms in this legend have the meanings
defined in the Charter, a copy of which, including the restrictions on transfer and ownership, will be furnished to each holder of Stock of the Company on request and without charge. Such requests
must be made to the Secretary of the Company at its principal office or to the Transfer Agent.


AFFORDABLE
RESIDENTIAL COMMUNITIES INC. 


Warrant




	No. W-[            ]	 	August 9, 2000





        AFFORDABLE
RESIDENTIAL COMMUNITIES INC. (the "Company"), a Maryland corporation, for value received, hereby certifies that [            ] or registered assigns
(the "Holder(s)"), is entitled to purchase from the Company [            ] duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value
$0.01 per share (the "Common Stock") of the Company at the purchase price per share of $11.70, at any time or from time to time prior to 5:00 PM, New York City time, on July 23, 2010, all
subject to the terms, conditions and adjustments set forth below in this Warrant. 


        1.    Exercise of Warrant.    




        1.1.    Manner of Exercise.    This Warrant may be exercised by the Holder hereof, in whole or in part, during normal
business hours on any Business Day, by surrender of this Warrant to the Company at its principal office, accompanied by a subscription in substantially the form attached to this Warrant (or a
reasonable facsimile thereof) duly executed by such Holder and accompanied by payment, in cash, by certified or official bank check payable to the order of the Company, (or by any combination of such
methods) in the amount obtained by 









 


multiplying
(a) the number of shares of Common Stock (without giving effect to any adjustment thereof) designated in such subscription by (b) $11.70, and such Holder shall thereupon be
entitled to receive the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock determined as provided in Sections 2 through 4. This Warrant may also be
exercised by the Holder hereof, in whole or in part, during normal business hours on any Business Day, by surrender of this Warrant to the Company at its principal office, in exchange for the number
of shares provided for in Section 1.4, reflective of the number of shares required to satisfy the payment obligation set forth above in this Section 1.1, and such Holder shall thereupon
be entitled to receive the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock determined as provided in Sections 2 through 4. 


        1.2.    When Exercise Effective.    Each exercise of this Warrant shall be deemed to have been effected immediately
prior to the close of business on the Business Day on which this Warrant shall have been surrendered to the Company as provided in Section 1.1, and at such time the Person or Persons in whose
name or names any certificate or certificates for shares of Common Stock shall be issuable upon such exercise as provided in Section 1.3 shall be deemed to have become the Holder or Holders of
record thereof. 


        1.3.    Delivery of Stock Certificates, etc.    As soon as practicable after each exercise of this Warrant, in whole
or in part, and in any event within five (5) Business Days thereafter, the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name
of and delivered to the Holder hereof or, subject to Section 7, as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct, 


	(a)
	a
certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock to which such Holder shall be entitled upon such
exercise plus, in lieu of any fractional share to which such Holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per share on the Business Day next
preceding the date of such exercise, and



	(b)
	in
case such exercise is in part only, a new Warrant or Warrants of like tenor, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal
(without giving effect to any adjustment thereof) to the number of such shares called for on the face of this Warrant minus the number of such shares designated by the Holder upon such exercise as
provided in Section 1.1. 






        1.4.    Payment by Application of Shares Otherwise Issuable    Upon any exercise of this Warrant, the Holder hereof
may, at its option, instruct the Company, by written notice accompanying the surrender of this Warrant at the time of such exercise, to apply to the payment required by Section 1.1 such number
of the shares of Common Stock otherwise issuable to such Holder upon such exercise as shall be specified in such notice, in which case an amount equal to the excess of the aggregate Current Market
Price of such specified number of shares on the date of exercise over the portion of the payment required by Section 1.1 attributable to such shares shall be deemed to have been paid to the
Company and the number of shares issuable upon such exercise shall be reduced by such specified number. 





        2.    Adjustments.    




        2.1.    General; Warrant Price.    The number of shares of Common Stock which the Holder of this Warrant shall be
entitled to receive upon each exercise hereof shall be determined by multiplying the number of shares of Common Stock which would otherwise (but for the provisions of this Section 2) be
issuable upon such exercise, as designated by the Holder 




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hereof
pursuant to Section 1.1, by a fraction, of which (a) the numerator is $11.70 and (b) the denominator is the Warrant Price in effect on the date of such exercise. The
"Warrant Price" shall initially be $11.70 per share, shall be adjusted and readjusted from time to time as provided in this Section 2 and, as so adjusted or readjusted, shall remain in effect
until a further adjustment or readjustment thereof is required by this Section 2. 


        2.2.    Adjustment of Warrant Price.    



        2.2.1    Issuance of Additional Shares of Common Stock    In case the Company at any time or from time to time after
the date hereof shall issue or sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 2.3 or 2.4) without consideration or
for a consideration per share less than the greater of the Current Market Price and the Warrant Price in effect immediately prior to such issue or sale, then, and in each such case, such Warrant Price
shall be reduced, concurrently with such issue or sale, to a price (calculated to the nearest .001 of a cent) determined by multiplying such Warrant Price by a fraction 


	(a)
	the
numerator of which shall be (i) the number of shares of Common Stock outstanding immediately prior to such issue or sale plus (ii) the number of shares of Common
Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at the greater of such Current Market
Price and such Warrant Price, and



	(b)
	the
denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, 








provided that, for the purposes of this Section 2.2.1, (x) immediately after any Additional Shares of Common Stock are deemed to have been
issued pursuant to Section 2.3 or 2.4, such Additional Shares shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding. 



        2.2.2    Extraordinary Dividends and Distributions.    In case the Company at any time or from time to time after the
date hereof shall declare, order, pay or make a dividend or other distribution (including, without limitation, any distribution of other or additional stock or other securities or property or Options
by way of dividend or spin-off, reclassification, recapitalization or similar corporate rearrangement) on the Common Stock, other than a dividend payable in Additional Shares of Common
Stock, the Warrant Price in effect immediately prior to the close of business on the record date fixed for the determination of Holders of any class of securities entitled to receive such dividend or
distribution shall be reduced, effective as of the close of business on such record date, to a price (calculated to the nearest .001 of a cent) determined by multiplying such Warrant Price by a
fraction 


	(a)
	the
numerator of which shall be the Current Market Price in effect on such record date or, if the Common Stock trades on an ex-dividend basis, on the date prior to the
commencement of ex-dividend trading, less the amount of such dividend or distribution (as determined in good faith by the Board of Directors of the Company by a majority vote of the
members thereof who are not affiliates of the Holder(s)) applicable to one share of Common Stock, and



	(b)
	the
denominator of which shall be such Current Market Price. 





        2.3.    Treatment of Options and Convertible Securities.    In case the Company at any time or from time to time after
the date hereof shall issue, sell, grant or assume, or shall fix a record date for the determination of Holders of any class of securities entitled to receive, any 




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Options
or Convertible Securities, then, and in each such case, the maximum number of Additional Shares of Common Stock (as set forth in the instrument relating thereto, without regard to any
provisions contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or
exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue, sale, grant or assumption or, in case such a record date shall
have been fixed, as of the close of business on such record date (or, if the Common Stock trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend
trading), provided that such Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined
pursuant to Section 2.5) of such shares would be less than the greater of the Current Market Price and the Warrant Price in effect on the date of and immediately prior to such issue, sale,
grant or assumption or immediately prior to the close of business on such record date (or, if the Common Stock trades on an ex-dividend basis, on the date prior to the commencement of
ex-dividend trading), as the case may be, and provided, further, that in any such case in
which Additional Shares of Common Stock are deemed to be issued 


	(a)
	no
further adjustment of the Warrant Price shall be made upon the subsequent issue or sale of Convertible Securities or shares of Common Stock upon the exercise of such Options or the
conversion or exchange of such Convertible Securities;



	(b)
	if
such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease in
the number of Additional Shares of Common Stock issuable, upon the exercise, conversion or exchange thereof (by change of rate or otherwise), the Warrant Price computed upon the original issue, sale,
grant or assumption thereof (or upon the occurrence of the record date, or date prior to the commencement of ex-dividend trading, as the case may be, with respect thereto), and any
subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects such Options, or the rights
of conversion or exchange under such Convertible Securities, which are outstanding at such time;



	(c)
	upon
the expiration (or purchase by the Company and cancellation or retirement) of any such Options which shall not have been exercised or the expiration of any rights of conversion
or exchange under any such Convertible Securities which (or purchase by the Company and cancellation or retirement of any such Convertible Securities the rights of conversion or exchange under which)
shall not have been exercised, the Warrant Price computed upon the original issue, sale, grant or assumption thereof (or upon the occurrence of the record date, or date prior to the commencement of
ex-dividend trading, as the case may be, with respect thereto), and any subsequent adjustments based thereon, shall, upon such expiration (or such cancellation or retirement, as the case
may be), be recomputed as if:



	(i)
	in
the case of Options for Common Stock or Convertible Securities, the only Additional Shares of Common Stock issued or sold were the Additional Shares of Common Stock,
if any, actually issued or sold upon the exercise of such Options or the conversion or exchange of such Convertible Securities and the consideration received therefor was the consideration actually
received by the Company for the issue, sale, grant or assumption of all such Options, whether or not exercised, plus the consideration actually received by the Company upon such exercise, or for the
issue or sale of all such Convertible Securities which were actually converted or exchanged, plus the additional consideration, if any, actually received by the Company upon such conversion or
exchange, and 







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	(ii)
	in
the case of Options for Convertible Securities, only the Convertible Securities, if any, actually issued or sold upon the exercise of such Options were issued at the
time of the issue, sale, grant or assumption of such Options, and the consideration received by the Company for the Additional Shares of Common Stock deemed to have then been issued was the
consideration actually received by the Company for the issue, sale, grant or assumption of all such Options, whether or not exercised, plus the consideration deemed to have been received by the
Company (pursuant to Section 2.5) upon the issue or sale of such Convertible Securities with respect to which such Options were actually exercised;






	(d)
	no
readjustment pursuant to subdivision (b) or (c) above shall have the effect of increasing the Warrant Price by an amount in excess of the amount of the adjustment
thereof originally made in respect of the issue, sale, grant or assumption of such Options or Convertible Securities; and



	(e)
	in
the case of any such Options which expire by their terms not more than 30 days after the date of issue, sale, grant or assumption thereof, no adjustment of the Warrant Price
shall be made until the expiration or exercise of all such Options, whereupon such adjustment shall be made in the manner provided in subdivision (c) above. 






        2.4.    Treatment of Stock Dividends, Stock Splits, etc.    In case the Company at any time or from time to time after
the date hereof shall declare or pay any dividend on the Common Stock payable in Common Stock, or shall effect a subdivision of the outstanding shares of Common Stock into a greater number of shares
of Common Stock (by reclassification or otherwise than by payment of a dividend in Common Stock), then, and in each such case, Additional Shares of Common Stock shall be deemed to have been issued
(a) in the case of any such dividend, immediately after the close of business on the record date for the determination of Holders of any class of securities entitled to receive such dividend,
or (b) in the case of any such subdivision, at the close of business on the day immediately prior to the day upon which such corporate action becomes effective. Additional Shares of Common
Stock deemed to have been issued pursuant to this Section, shall be deemed to have been issued for no consideration. 



        2.5.    Computation of Consideration.    For the purposes of this Section 2, 


	(a)
	the
consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration,



	(i)
	insofar
as it consists of cash, be computed at the amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any
commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale,



	(ii)
	insofar
as it consists of property (including securities) other than cash, be computed at the fair value thereof at the time of such issue or sale, as determined in
good faith by the Board of Directors of the Company by a majority vote of the members thereof who are not affiliates of the Holder(s), and



	(iii)
	in
case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers
both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, all as determined in good
faith by the Board of Directors of the Company by a majority vote of the members thereof who are not affiliates of the Holder(s); 







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	(b)
	Additional
Shares of Common Stock deemed to have been issued pursuant to Section 2.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a
consideration per share determined by dividing



	(i)
	the
total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in
question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment
of such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of
Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as
provided in the foregoing subdivision (a), by



	(ii)
	the
maximum number of shares of Common Stock (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent
adjustment of such number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and






	(c)
	Additional
Shares of Common Stock deemed to have been issued pursuant to Section 2.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for
no consideration. 




        2.6.    Adjustments for Combinations, etc.    In case the outstanding shares of Common Stock shall be combined or
consolidated, by reclassification or otherwise, into a lesser number of shares of Common Stock, the Warrant Price in effect immediately prior to such combination or consolidation shall, concurrently
with the effectiveness of such combination or consolidation, be proportionately increased. 





        3.    Consolidation, Merger, etc.    In case the Company after the date hereof (a) shall consolidate with or
merge into any other Person and shall not be the continuing or surviving corporation of such consolidation or merger, or (b) shall permit any other Person to consolidate with or merge into the
Company and the Company shall be the continuing or surviving Person but, in connection with such consolidation or merger, the Common Stock shall be changed into or exchanged for stock of any other
Person or cash or any other property, or (c) shall transfer all or substantially all of its properties or assets to any other Person, or (d) shall effect a capital reorganization or
reclassification of the Common Stock, then, and in the case of each such transaction, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant,
the Holder of this Warrant, upon the exercise hereof at any time after the consummation of such transaction, shall be entitled to receive (at the aggregate Warrant Price in effect at the time of such
consummation for all Common Stock issuable upon such exercise immediately prior to such consummation), in lieu of the Common Stock issuable upon such exercise prior to such consummation, the amount of
securities, cash or other property to which such Holder would actually have been entitled as a shareholder upon such consummation if such Holder had exercised the rights represented by this Warrant
immediately prior thereto, subject to adjustments (subsequent to such consummation) as nearly equivalent as possible to the adjustments provided for in Sections 2 through 4; 


        4.    Report as to Adjustments.    In each case of any adjustment or readjustment in the shares of Common Stock
issuable upon the exercise of this Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of this Warrant and, with respect to any such
adjustment or readjustment resulting from any action subsequent to September 1, 2000, the Company shall prepare a report setting forth such adjustment or readjustment and showing in reasonable
detail the method of calculation thereof and the facts upon which such adjustment or 


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readjustment
is based, including a statement of (a) the consideration received or to be received by the Company for any Additional Shares of Common Stock issued or sold or deemed to have been
issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the Warrant Price in effect immediately prior to such issue or sale and as adjusted and
readjusted (if required by Section 2) on account thereof. The Company will forthwith mail a copy of each such report to each Holder of a Warrant and will, upon the written request at any time
of any Holder of a Warrant, furnish to such Holder a like report setting forth the Warrant Price at the time in effect and showing in reasonable detail how it was calculated. The Company will also
keep copies of all such reports at its principal office and will cause the same to be available for inspection at such office during normal business hours by any Holder of a Warrant or any prospective
purchaser of a Warrant designated by the Holder thereof. 


        5.    Notices of Corporate Action.    In the event of 



	(a)
	any
taking by the Company of a record of the Holders of any class of securities for the purpose of determining the Holders thereof who are entitled to receive any dividend (other than
a regular periodic dividend payable in cash out of earned surplus in an amount not exceeding the amount of the immediately preceding cash dividend for such period) or other distribution, or any right
to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or



	(b)
	any
capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any consolidation or merger involving the Company and any
other Person or any transfer of all or substantially all the assets of the Company to any other Person, or



	(c)
	any
voluntary or involuntary dissolution, liquidation or winding-up of the Company, 




the
Company will, with respect to any such action subsequent to September 1, 2000, mail to each Holder of a Warrant a notice specifying (i) the date or expected date on which any such
record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right, and (ii) the date or expected date on which
any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place and the time, if any such time is to
be fixed, as of which the Holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for the securities or other property deliverable upon such reorganization,
reclassification, recapitalization, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least 30 days prior to the date therein
specified. 


        6.    Registration of Common Stock.    If any shares of Common Stock required to be reserved for purposes of exercise
of this Warrant require registration with or approval of any governmental authority under any federal or state law (other than the Securities Act) before such shares may be issued upon exercise, the
Company will, at its expense and as expeditiously as possible, use its best efforts to cause such shares to be duly registered or approved, as the case may be. At any such time as Common Stock is
listed on any national securities exchange, the Company will, at its expense, obtain promptly and maintain the approval for listing on each such exchange, upon official notice of issuance, the shares
of Common Stock issuable upon exercise of the then outstanding Warrants and maintain the listing of such shares after their issuance; and the Company will also list on such national securities
exchange and will maintain such listing of, any other securities that at any time are issuable upon exercise of the Warrants, if and at the time that any securities of the same class shall be listed
on such national securities exchange by the Company. 


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        7.    Restrictions on Transfer. Restrictive Legends.    Except as otherwise permitted by this Section 7, each
Warrant (including each Warrant issued upon the transfer of any Warrant) shall be stamped or otherwise imprinted with a legend in substantially the following form: 



        "This
Warrant and any shares acquired upon the exercise of this Warrant have not been registered under the Securities Act of 1933, as amended, and may not be transferred, sold or
otherwise disposed
of except while a registration under such Act is in effect or pursuant to an exemption therefrom under such Act. This Warrant and such shares may be transferred only in compliance with the conditions
specified in this Warrant." 




Except
as otherwise permitted by this Section 7, each certificate for Common Stock issued upon the exercise of any Warrant, and each certificate issued upon the transfer of any such Common
Stock, shall be stamped or otherwise imprinted with a legend in substantially the following form: 


 
 

TRANSFER RESTRICTED    
    


        The securities represented by this Certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold, offered for sale,
pledged or hypothecated in the absence of an effective registration statement as to the securities under said Act unless and until the transferor shall have provided written notice to the Company of
the proposed sale, offer to sell, pledge or hypothecation and furnished the Company with a written statement of the circumstances thereto, and, if requested by the Company, such transferor shall have
furnished to the Company an opinion of counsel reasonably satisfactory to the Company and the Company's counsel that such registration is not required. The charter of the Company contains certain
restrictions on the transferability of securities which may void a transfer under certain circumstances. The Company will furnish a full statement about certain restrictions on transferability to a
stockholder on request and without charge. 




        7.2    Notice of Proposed Transfer; Opinions of Counsel.    Prior to any transfer of any Restricted Securities which
are not registered under an effective registration statement under the Securities Act, the Holder thereof will give written notice to the Company of such Holder's intention to effect such transfer and
to comply in all other respects with this Section 7.2. Each such notice (a) shall describe the manner and circumstances of the proposed transfer in sufficient detail to enable counsel to
render the opinions referred to below, and (b) shall designate counsel for the Holder giving such notice (who may be house counsel for such Holder). The Holder giving such notice will submit a
copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 


	(i)
	If
(x) in the opinion of such counsel for the Holder the proposed transfer may be effected without registration of such Restricted Securities under the Securities
Act, and (y) counsel for the Company shall not have rendered an opinion within 15 days after the receipt by the Company of such written notice that such registration is required, such
Holder shall thereupon be entitled to transfer such securities in accordance with the terms of the notice delivered by such Holder to the Company. Each warrant or certificate, if any, representing
such securities issued upon or in connection with such transfer shall bear the appropriate restrictive legend required by Section 7.1, unless in the opinion of each such counsel such legend is
no longer required to insure compliance with the Securities Act. If for any reason counsel for the Company (after having been furnished with the information required to be furnished by
clause (a) of this Section 7.2) shall fail to deliver an opinion to the Company as aforesaid, then for all purposes of this Warrant the opinion of counsel for the Company shall be deemed
to be the same as the opinion of counsel for such Holders. 




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	(ii)
	If
in the opinion of either of or both such counsel the proposed transfer may not legally be effected without registration of such Restricted Securities under the
Securities Act (such opinion or opinions to state the basis of the legal conclusions reached therein), the Company will promptly so notify the Holder thereof and thereafter such Holder shall not be
entitled to transfer such Restricted Securities until either (x) receipt by the Company of a further notice from such Holder pursuant to the foregoing provisions of this Section 7.2 and
fulfillment of the provisions of clause (i) above or (y) such shares have been effectively registered under the Securities Act. 






        7.3.    Termination of Restrictions.    The restrictions imposed by this Section 7 upon the transferability of
Restricted Securities shall cease and terminate as to any particular Restricted Securities (a) when such securities shall have been effectively registered under the Securities Act, or
(b) when, in the opinions of both counsel for the Holder thereof and counsel for the Company, such restrictions are no longer required in order to insure compliance with the Securities Act.
Whenever such restrictions shall cease and terminate as to any Restricted Securities, the Holder thereof shall be entitled to receive from the Company, without expense (other than applicable transfer
taxes, if any), new securities of like tenor not bearing the applicable legends required by Section 7.1. 





        8.    Reservation of Stock, etc.    The Company will at all times reserve and keep available, solely for issuance and
delivery upon exercise of the Warrants, the number of shares of Common Stock from time to time issuable upon exercise of all Warrants at the time outstanding. All shares of Common Stock issuable upon
exercise of any Warrants shall be duly authorized and, when issued upon such exercise, shall be validly issued and, in the case of shares, fully paid and nonassessable with no liability on the part of
the Holders thereof. 


        9.    Registration and Transfer of Warrants, etc.    




        9.1.    Warrant Register; Ownership of Warrants.    The Company will keep at its principal office a register in which
the Company will provide for the registration of Warrants and the registration of transfers of Warrants. The Company may treat the Person in whose name any Warrant is registered on such register as
the owner thereof for all other purposes, and the Company shall not be affected by any notice to the contrary, except that, if and when any Warrant is properly assigned in blank, the Company may (but
shall not be obligated to) treat the bearer thereof as the owner of such Warrant for all purposes. Subject to Section 7, a Warrant, if properly assigned, may be exercised by a new Holder
without a new Warrant first having been issued. 


        9.2.    Transfer and Exchange of Warrants.    Upon surrender of any Warrant for registration of transfer or for
exchange to the Company at its principal office, the Company at its expense will (subject to compliance with Section 7, if applicable) execute and deliver in exchange therefor a new Warrant or
Warrants of like tenor, in the name of such Holder or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof
for the number of shares of Common Stock called for on the face or faces of the Warrant or Warrants so surrendered. 


        9.3.    Replacement of Warrants.    Upon receipt of evidence reasonably satisfactory to the Company of the loss,
theft, destruction or mutilation of any Warrant and, in the case of any such loss, theft or destruction of any Warrant, upon delivery of an indemnity bond in such reasonable amount as the Company may
determine (or, in the case of any Warrant held by any Institutional Holder or its nominee, of an indemnity agreement from such Institutional Holder reasonably satisfactory to the Company), or, in the
case of any such mutilation, upon the surrender of such Warrant for cancellation to the Company at its principal office, the Company at its expense will execute and deliver, in lieu thereof, a new
Warrant of like tenor. 




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        10.    Definitions.    As used herein, unless the context otherwise requires, the following terms have the following
respective meanings: 



        Acquiring Person:    With reference to the transactions referred to in clauses (a) through (d) of Section 3.1, the
continuing or
surviving corporation of a consolidation or merger with the Company (if other than the Company), the transferee of substantially all of the properties of the Company, the corporation consolidating
with or merging into the Company in a consolidation or merger in connection with which the Common Stock is changed into or exchanged for stock or other securities of any other Person or cash or any
other property, or, in the case of a capital reorganization or reclassification, the Company. 



        Additional Shares of Common Stock:    All shares (including treasury shares) of Common Stock issued or sold (or, pursuant to
Section 2.2 or 2.3,
deemed to be issued) by the Company after the date hereof, whether or not subsequently reacquired or retired by the Company, other than 



	(a)
	shares
issued upon the exercise of the Warrants,



	(b)
	such
additional number of shares as may become issuable upon the exercise of any of the securities referred to in the foregoing clause (a) by reason of adjustments required
pursuant to anti-dilution provisions applicable to such securities as in effect on the date hereof, but only if and to the extent that such adjustments are required as the result of the
original issuance of the Warrants,



	(c)
	such
additional number of shares as may become issuable upon the exercise of any of the securities referred to in the foregoing clause (a) by reason of adjustments required
pursuant to anti-dilution provisions applicable to such securities as in effect on the date hereof, in order to reflect any subdivision or combination of Common Stock, by reclassification
or otherwise, or any dividend on Common Stock payable in Common Stock; and



	(d)
	shares
issued upon the exercise of stock options granted to employees pursuant to any stock option plan approved in advance by the Board of Directors of the Company. 





         Business Day:    Any day other than a Saturday or a Sunday or a day on which commercial banking institutions in the City of New York are
authorized by
law to be closed. Any reference to "days" (unless Business Days are specified) shall mean calendar days. 



        Commission:    The Securities and Exchange Commission or any other federal agency at the time administering the Securities Act. 


         Common Stock:    As defined in the introduction to this Warrant, such term to include any stock into which such Common Stock shall have
been changed or
any stock resulting from any reclassification of
such Common Stock, and all other stock of any class or classes (however designated) of the Company the Holders of which have the right, without limitation as to amount, either to all or to a share of
the balance of current dividends and liquidating dividends after the payment of dividends and distributions on any shares entitled to preference. 



        Company:    As defined in the introduction to this Warrant, such term to include any corporation which shall succeed to or assume the
obligations of the
Company hereunder in compliance with Section 3. 


         Convertible Securities:    Any evidences of indebtedness, shares of stock (other than Common Stock) or other securities directly or
indirectly
convertible into or exchangeable for Additional Shares of Common Stock. 



10







 




         Current Market Price:    On any date specified herein, the average daily Market Price during the period of the most recent 20 days,
ending on
such date, on which the national securities exchanges were open for trading, except that if no Common Stock is then listed or admitted to trading on any national securities exchange or quoted in the
over-the-counter market, the Current Market Price shall be the Market Price on such date. 



        Exchange Act:    The Securities Exchange Act of 1934, or any similar federal statute, and the rules and regulations of the Commission
thereunder, all as
the same shall be in effect at the time. 


         Market Price:    On any date specified herein, the amount per share of the Common Stock, equal to (a) the last sale price of such
Common Stock,
regular way, on such date or, if no such sale takes place on such date, the average of the closing bid and asked prices thereof on such date, in each case as officially reported on the principal
national securities exchange on which such Common Stock is then listed or admitted to trading, or (b) if such Common Stock is not then listed or admitted to trading on any national securities
exchange but is designated as a national market system security by the NASD, the last trading price of the Common Stock on such date, or (c) if there shall have been no trading on such date or
if the Common Stock is not so designated, the average of the closing bid and asked prices of the Common Stock on such date as shown by the NASD automated quotation system, or (d) if such Common
Stock is not then listed or admitted to trading on any national exchange or quoted in the over-the-counter market, the higher of (x) the book value thereof as determined
by any firm of independent public accountants of recognized standing selected by the Board of Directors of the Company as of the last day of any month ending within 60 days preceding the
date as of which the determination is to be made or (y) the fair value thereof determined in good faith by the Board of Directors of the Company by a majority vote of the members thereof who
are not affiliates of the Holder hereof as of a date which is within 18 days of the date as of which the determination is to be made. 


         Options:    Rights, options or warrants to subscribe for, purchase or otherwise acquire either Additional Shares of Common Stock or
Convertible
Securities. 



        Person:    A corporation, an association, a partnership, an organization, a business, an individual, a government or political subdivision
thereof or a
governmental agency. 


         Restricted Securities:    (a) any Warrants bearing the applicable legend set forth in Section 7.2, (b) any shares of Common
Stock
issued upon the exercise of Warrants which are evidenced by a certificate or certificates bearing the applicable legend set forth in such Section, (c) any shares of Common Stock issued
subsequent to the exercise of any of the Warrants as a dividend or other distribution with respect to, or resulting from a subdivision of the outstanding shares of Common Stock into a greater number
of shares by reclassification, stock splits or otherwise, or in exchange for or in replacement of the Common Stock issued upon such exercise, which are evidenced by a certificate or certificates
bearing the applicable legend set forth in such Section, and (d) unless the context otherwise requires, any shares of Common Stock issuable upon the exercise of Warrants, which, when so issued,
will be evidenced by a certificate or certificates bearing the applicable legend set forth in such Section. 


         Securities Act:    The Securities Act of 1933, or any similar federal statute, and the rules and regulations of the Commission thereunder,
all as the
same shall be in effect at the time. 


        Transfer:    Any sale, assignment, pledge or other disposition of any security, or of any interest therein, including, but not limited to,
any sale,
assignment, pledge or other disposition which could constitute a "sale" as that term is defined in Section 2(3) of the Securities Act. 


         Warrant Price:    As defined in Section 2.1. 



11








 




        Warrants:    As defined in the introduction to this Warrant. 




        11.    Remedies.    The Company stipulates that the remedies at law of the Holder of this Warrant in the event of any
default or threatened default by the Company in the performance of or compliance with any of the terms of this Warrant are not and will not be adequate and that, to the fullest extent permitted by
law, such terms may be specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction against a violation of any of the terms hereof or otherwise. 


        12.    No Rights or Liabilities as Stockholder.    Nothing contained in this Warrant shall be construed as conferring
upon the Holder hereof any rights as a stockholder of the Company or as imposing any obligation on such Holder to purchase any securities or as imposing any liabilities on such Holder as a stockholder
of the Company, whether such obligation or liabilities are asserted by the Company or by creditors of the Company. 



        13.    Notices.    All notices and other communications under this Warrant shall be in writing and shall be delivered,
or mailed by registered or certified mail, return receipt requested, by a nationally recognized overnight courier, postage prepaid, addressed (a) if to any Holder of any Warrant, at the
registered address of such Holder as set forth in the register kept at the principal office of the Company, or (b) if to the Company, to the attention of its President at its principal office,  provided that the exercise of any Warrant shall be effective in the manner provided in Section I. 



        14.    Amendments.    This Warrant and any term hereof may be changed, waived, discharged or terminated only by an
instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. 


        15.    Expiration    The right to exercise this Warrant shall expire at 5:00 PM, New York City time, on
July 23, 2010. 



        16.    Descriptive Headings    The headings in this Agreement are for purposes of reference only and shall not limit
or otherwise affect the meaning hereof. 


        17.    GOVERNING LAW.    THIS WARRANT SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF
LAWS.


        18.    JUDICIAL PROCEEDINGS.    ANY JUDICIAL
PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS WARRANT OR TO THE COMPANY'S AFFAIRS OR THE RIGHTS OR INTERESTS OF THE HOLDER(S) OR THE BREACH OR ALLEGED
BREACH OF THIS WARRANT, WHETHER ARISING DURING THE COMPANY'S TERM OR AFTER ITS TERMINATION OR DURING OR AFTER THE LIQUIDATION OF THE COMPANY SHALL BE BROUGHT ONLY IN A STATE OR FEDERAL COURT LOCATED
IN THE COUNTY OF NEW YORK, IN THE STATE OF NEW YORK, AND EACH OF THE PARTIES THERETO SHALL (I) UNCONDITIONALLY ACCEPT THE NON-EXCLUSIVE JURISDICTION OF SUCH COURTS AND ANY RELATED
APPELLATE COURT AND IRREVOCABLY BE BOUND BY ANY JUDGMENT RENDERED THEREBY AND (II) BE DEEMED TO HAVE IRREVOCABLY WAIVED ANY OBJECTION SUCH PARTY MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY
SUCH PROCEEDING.  


12







 

        19.    WAIVER OF JURY
TRIAL.    EACH OF THE PARTIES HERETO SHALL BE DEEMED TO HAVE WAIVED, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY
LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS WARRANT, OR THE VALIDITY, INTERPRETATION, OR ENFORCEMENT HEREOF. THIS SECTION 19 IS A SPECIFIC AND MATERIAL ASPECT
OF THIS WARRANT.  


        IN WITNESS WHEREOF, the undersigned have executed this Warrant as of the day and year first above written. 



	 	 	AFFORDABLE RESIDENTIAL COMMUNITIES INC.
	

 	
 	


	 	 	Name:	 
	 	 	Title:	Vice President and General Counsel




13








FORM OF SUBSCRIPTION


[To
be executed only upon exercise of Warrant] 


To
AFFORDABLE RESIDENTIAL COMMUNITIES INC. 


        The
undersigned registered Holder of the within Warrant hereby irrevocably exercises such Warrant for, and purchases thereunder, [            ] shares of
Common Stock of AFFORDABLE RESIDENTIAL COMMUNITIES INC. and herewith makes payment of [$            ] therefor, and requests that the certificates for such shares be issued
in the name of, and delivered to [                        ], whose address is
[                        ]. 


Dated:




	

 	
 	

 (Signature must conform in all respects to name of Holder as specified on the face of Warrant)
	

 	
 	

 (Street Address)
	

 	
 	

 (City)(State)(Zip Code)









FORM OF ASSIGNMENT


        [To
be executed only upon transfer of Warrant] 


        For
value received, the undersigned registered Holder of the within Warrant hereby sells, assigns and transfers unto
[                        ] the right represented by
such Warrant to purchase [            ] shares of Common Stock of AFFORDABLE RESIDENTIAL COMMUNITIES INC. to which such Warrant relates, and appoints
[                        ] Attorney to make such transfer on the books of AFFORDABLE RESIDENTIAL COMMUNITIES INC. maintained for
such purpose, with full power of substitution in the
premises. 


Dated:




	

 	
 	

 (Signature must conform in all respects to name of Holder as specified on the face of Warrant)
	

 	
 	

 (Street Address)
	

 	
 	

 (City)(State)(Zip Code)
	

Signed in the presence of:	
 	

 
	

	
 	

 













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EXHIBIT 4.3



TRANSFER RESTRICTED