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                             SECURED PROMISSORY NOTE


$395,200.00                                                  Clearwater, Florida
                                                                January 02, 2001


    FOR VALUE RECEIVED, Shannon E. Smith (the "Borrower"), hereby promises
to pay to the order of Asset Investors Operating Partnership, L.P., a Delaware
limited partnership (the "Lender"), the principal sum of THREE HUNDRED NINETY
FIVE THOUSAND TWO HUNDRED AND 00/100 DOLLARS ($395,200.00), in lawful money of
the United States of America, on January 2, 2011 (the "Repayment Date"),
together with accrued and unpaid interest thereon from the date hereof.

1.  Interest Rate.  The outstanding principal amount of this Note,
together with all accrued and unpaid interest thereon, shall bear interest at a
rate per annum equal to 7.50%.

2.  Interest Payments.  Interest payments on the Note shall be payable
quarterly on March 1, June 1, September 1 and December 1 of each year through
the Repayment Date.  Interest shall be calculated on the basis of a year
comprised of twelve (12) thirty (30) day months.  Each payment on this Note
shall be credited first to interest on past due interest, then to past due
interest, then to accrued interest and then to principal.

3.  Method of Payment.  All payments hereunder shall be made by certified
or bank cashier's check at 2637 McCormick Drive, Clearwater, Florida  33759, or
at such other place as the Lender shall designate to the Borrower in writing.
If any payment of principal or interest on this Note is due on a day which is
not a Business Day, such payment shall be due on the next succeeding Business
Day, and such extension of time shall be taken into account in calculating the
amount of interest payable under this Note.  "Business Day" means any day other
than a Saturday, Sunday or legal holiday in the State of Colorado.

4.  Prepayment.  The Borrower shall have the right to prepay the principal
amount hereof in full or in part, together with all accrued interest on the
amount prepaid to the date of such prepayment, at any time without penalty.
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5.  Termination of Employment.  Upon the occurrence of the termination for
any reason of the Borrower's employment with the Lender or its affiliates (a
"Termination Event"), the Lender shall, by notice in writing to the Borrower,
declare this Note and the principal of and accrued interest on this Note and all
other charges owing to the Lender to be, and the same shall upon such notice
forthwith become, due and payable on the thirtieth day following such
Termination Event; provided, however, that, if such Termination Event occurs on
or after a Change in Control (as defined herein), such amounts shall not be due
and payable prior to the last day of the twelve (12) month period following such
Termination Event.

6.  Security.  Pursuant to the Security and Pledge Agreement, dated as of
the date hereof (the "Security Agreement"), by and between the Lender and the
Borrower, the obligations of the Borrower hereunder are secured by the
Collateral (as defined in the Security Agreement), and the holder of this Note
is entitled to the benefits of the Collateral.

7.  Limited Recourse.  Except for recourse against the Collateral as
provided in the Security and Pledge Agreement, recourse for the payment of the
principal of or interest on this Note or for any claim based hereon (including
costs of collection) against the Borrower shall be limited to an amount equal to
(a) 25% of the original principal amount of this Note, less (b) any prepayments
of the principal amount of this Note, all liability in excess of such amount
being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.

8.  Events of Default.  Each of the following events shall constitute an
"Event of Default" hereunder (whether it shall be voluntary or involuntary or
occur or be effected by operation of law or otherwise): (a) the Borrower's
failure to pay, within 15 days after the date when such payment is due, any
payment of principal or interest on this Note; (b) the Borrower's failure to
observe or perform any covenant or agreement contained in this Note (other than
that set forth in clause (a) above) or the Security Agreement; (c) if any
representation, warranty, certification or statement made by the Borrower in
this Note, the Security Agreement or in any certificate or other document
delivered pursuant to this Note or the Security Agreement shall prove to have
been incorrect in any material respect when made or deemed made; (d) the
insolvency of the Borrower; (e) the appointment of a receiver or a trustee of
all or part of the Borrower's property; (f) an assignment for the benefit of the
Borrower's creditors; (g) the filing of a petition in bankruptcy by or against
the Borrower; (h) the commencement of any proceeding by or against
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the Borrower under any bankruptcy or insolvency law or any law relating to the
relief of debtors or readjustment of indebtedness; (i) the appointment of a
receiver, custodian, trustee or liquidator for any part of the assets or
property of the Borrower; (j) the failure of the Borrower generally to pay his
or her debts as they become due; and (k) the failure of the Lender to have a
first priority security interest in the Collateral.

9.   Remedies.

(a)  Upon the occurrence of any Event of Default, the holder of this Note may,
by notice in writing to the Borrower, declare this Note and the principal of and
accrued interest on this Note and all other charges owing to the Lender to be,
and the same shall upon such notice forthwith become, due and payable. Upon the
occurrence of an Event of Default, the holder of this Note may, in addition to
all rights and remedies available to it at law, exercise any or all of its
rights under the Security Agreement.

(b)  No failure or delay by the holder of this Note in exercising any remedy,
right, power or privilege under this Note or the Security Agreement shall
operate as a waiver of such remedy, right, power or privilege, nor shall any
single or partial exercise of such remedy, right, power or privilege preclude
any other or further exercise of such remedy, right, power or privilege. No
remedy, right, power or privilege conferred upon or reserved to the holder of
this Note by this Note or the Security Agreement is intended to be exclusive of
any other remedy, right, power or privilege provided or permitted by this Note,
the Security Agreement or by law, but each shall be cumulative and in addition
to every other remedy, right, power or privilege so provided or permitted and
each may be exercised concurrently or independently from time to time and as
often as may be deemed expedient by the holder of this Note. Any provision of
this Note which is prohibited or unenforceable shall be ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions of this Note.

(c)  The holder of this Note shall have the right, at its option, to declare the
entire unpaid principal balance of this Note, irrespective of the maturity date
of this Note, immediately due and payable, together with accrued interest, if
the Borrower (or any affiliate of the Borrower) sells, transfers or disposes of
any portion of the Collateral identified in the Security Agreement.

     Notwithstanding the above, if an Event of Default first occurs on or
prior to the end of the twelve (12) month period following a Change in Control,
the holder of this Note may not cause the Note or the principal of or the
accrued interest
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on this Note to become due and payable prior to the second anniversary of such
Change in Control or the Repayment Date, if earlier.

10. Costs of Collection.  Upon the failure of the Borrower to pay any
amount due hereunder as and when due, the Borrower shall pay on demand any and
all costs and expenses (including, without limitation, all court costs and
attorneys' fees) incurred by the holder hereof in connection with the collection
of any outstanding principal balance and interest accrued hereunder (whether or
not suit is filed to enforce the terms hereof), and in connection with the
enforcement of any rights or remedies provided for pursuant to this Note and the
Security Agreement.  If not paid on demand, all such costs and expenses
automatically shall be added to the remaining principal balance hereunder as of
the date immediately following the date of such demand.

11. Change In Control.  For purposes of this Note, "Change in Control"
shall mean the occurrence of any of the following events:

(a)  an acquisition (other than directly from the Lender) of any voting
securities of the Lender (the "Voting Securities) by any "person" (as the term
"person" is used for purposes of Section 13(d) or Section 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) immediately
after which such person has "beneficial ownership" (within the meaning of Rule
13d-3 promulgated under the Exchange Act) ("Beneficial Ownership") of 20% or
more of the combined voting power of the Lender's then outstanding Voting
Securities; provided, however, in determining whether a Change in Control has
occurred, Voting Securities that are acquired in a Non-Control Acquisition (as
hereinafter defined) shall not constitute an acquisition that would cause a
Change in Control. "Non-Control Acquisition" shall mean an acquisition by (A) an
employee benefit plan (or a trust forming a part thereof) maintained by (1) the
Lender or (2) any corporation, partnership or other person of which a majority
of its voting power or its equity securities or equity interest is owned
directly or indirectly by the Lender or in which the Lender serves as a general
partner or manager (a "Subsidiary"), (B) the Lender or any Subsidiary, or (C)
any person in connection with a Non-Control Transaction (as hereinafter
defined);

(b)  the individuals who constitute the Board of Directors of the Lender as of
the date hereof (the "Incumbent Board") cease for any reason to constitute at
least two-thirds (b) of the Board of Directors; provided, however, that if the
election, or nomination for election by the Lender's stockholders, of any new
director was approved by a vote of at least two-thirds (b) of the Incumbent
Board, such new director shall be considered as a member of the Incumbent Board;
provided, further, that no individual shall be considered a member of the
Incumbent Board if such individual initially assumed office as a result of
either an actual or
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threatened "election contest" (as described in Rule 14a-11 promulgated under the
Exchange Act) (an "Election Contest") or other actual or threatened solicitation
of proxies or consents by or on behalf of a person other than the Board of
Directors (a "Proxy Contest") including by reason of any agreement intended to
avoid or settle any Election Contest or Proxy Contest; or

(c)  approval by stockholders of the Lender of:  (A) a merger, consolidation,
share exchange or reorganization involving the Lender, unless (1) the
stockholders of the Lender, immediately before such merger, consolidation, share
exchange or reorganization, own, directly or indirectly immediately following
such merger, consolidation, share exchange or reorganization, at least 80% of
the combined voting power of the outstanding voting securities of the
corporation that is the successor in such merger, consolidation, share exchange
or reorganization (the "Surviving Company") in substantially the same proportion
as their ownership of the Voting Securities immediately before such merger,
consolidation, share exchange or reorganization, (2) the individuals who were
members of the Incumbent Board immediately prior to the execution of the
agreement providing for such merger, consolidation, share exchange or
reorganization constitute at least two-thirds (b) of the members of the board of
directors of the Surviving Company, and (3) no persons (other than the Lender or
any Subsidiary, any employee benefit plan (or any trust forming a part thereof)
maintained by the Lender, the Surviving Company or any Subsidiary, or any person
who, immediately prior to such merger, consolidation, share exchange or
reorganization had Beneficial Ownership of 15% or more of the then outstanding
Voting Securities has Beneficial Ownership of 15% or more of the combined voting
power of the Surviving Company's then outstanding voting securities (a
transaction described in clauses (1) through (3) is referred to herein as "Non-
Control Transaction"); (B) a complete liquidation or dissolution of the Lender;
or (C) an agreement for the sale or other disposition of all or substantially
all of the assets of the Lender to any person (other than a transfer to a
Subsidiary).

    Notwithstanding the foregoing, a Change in Control shall not be deemed
to occur solely because any person (a "Subject Person") acquired Beneficial
Ownership of more than the permitted amount of the outstanding Voting Securities
as a result of the acquisition of Voting Securities by the Lender that, by
reducing the number of Voting Securities outstanding, increases the proportional
number of shares Beneficially Owned by such Subject Person, provided that if a
Change in Control would occur (but for the operation of this sentence) as a
result of the acquisition of Voting Securities by the Lender, and after such
share acquisition by the Lender, such Subject Person becomes the Beneficial
Owner of any additional Voting Securities that increases the percentage of the
then outstanding Voting Securities Beneficially Owned by such Subject Person,
then a Change in Control shall occur.
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12. Waiver.  The Borrower hereby waives any right it might otherwise have
to require notice or acceptance by any other person of its obligations or
liabilities under this Note which are unconditional and absolute and waives
diligence, presentment, demand of payment, protest and notice with respect to
all of the obligations of the Borrower under this Note and with respect to any
action under this Note and all other notices and demands whatsoever, except as
specifically provided for in this Note.  This Note may be amended, and the
observance of any term of this Note may be waived, with (and only with) the
written consent of the Lender.

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

14. Assignment or Pledge of Note.  The Lender shall promptly notify the
Borrower of any endorsement, assignment, pledge or hypothecation of this Note to
a person not affiliated with the Lender.

15. Loss, Mutilation, Etc.  Upon notice from the holder of this Note to
the Borrower of the loss, theft, destruction or mutilation of this Note, and
upon receipt of an indemnity reasonably satisfactory to the Borrower from the
holder of this Note or, in the case of mutilation hereof, upon surrender of the
mutilated Note, the Borrower will make and deliver a new note of like tenor in
lieu of this Note.

16. Notices.  All notices and other communications required or permitted
under this Note shall be in writing and shall be personally delivered or sent by
certified first class United States mail, postage prepaid, return receipt
requested, and if mailed and shall be deemed to have been received on the third
business day after deposit in the mail, addressed to the Lender, Asset Investors
Operating Partnership, L.P., 2637 McCormick Drive, Clearwater, Florida 33759,
Attention:  Chief Financial Officer, or to the Borrower at the address set forth
below the Borrower's signature.  Notice of any change of either party's address
shall be given by written notice in the manner set forth in this paragraph.

                             (the next page is the signature page)
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         IN WITNESS WHEREOF, the Borrower has executed this Note on the date
first above written.
                             BORROWER:


                             ___________________________
                             (Signature of Borrower)

                             Shannon E. Smith
                             29399 U.S. 19 North, Suite 320
                             Clearwater, FL 33761
                             (727) 726-8868