REVOLVING PROMISSORY NOTE


$ 15,000,000.00                                                 Denver, Colorado
                                                                   April 7, 2000


         FOR  VALUE  RECEIVED,   the  undersigned   ASSET  INVESTORS   OPERATING
PARTNERSHIP,  L.P., a Delaware limited partnership  ("Borrower"),  and COMMUNITY
SAVANNA  CLUB  JOINT  VENTURE,  and AIOP  LOST  DUTCHMAN  NOTES,  LLC  (each,  a
"Co-Maker")  hereby  promise  to  pay  to  the  order  of U.  S.  BANK  NATIONAL
ASSOCIATION ("Bank") at 918 Seventeenth Street,  Fifth Floor,  Denver,  Colorado
80202,  or at such  other  place as Bank  may,  from time to time  designate  in
writing,   the   principal  sum  of  FIFTEEN   MILLION  AND  NO/100THS   DOLLARS
($15,000,000.00),  or so much of that sum as may be advanced  under this Note by
the Bank, with principal and interest thereon payable as specified in this Note.
Capitalized  terms used but not defined herein shall have the meanings  assigned
to such terms in the Line of Credit Agreement (defined below).

         1.  Principal and Interest.  Interest shall accrue on the Loan from and
after the date of disbursement  ("Disbursement Date") at an annual rate equal to
the Reference Rate (the "Interest Rate"). The Interest Rate shall be adjusted on
a daily basis as and when such Reference  Rate changes,  shall be payable as set
forth below,  and shall be calculated on the actual days  outstanding over a 360
day year.

         2.  Reference  Rate   Definition.   "Reference  Rate"  means  the  rate
determined  and announced by the Bank from time to time as the Bank's  Reference
Rate of interest. The Bank may lend to customers at rates that are at, above, or
below the Reference Rate.

         3. Payment and Maturity Dates.  Principal and interest shall be payable
as follows:

            (a) in arrears,  on the first (1st) day of the month  following  the
date hereof, and on the first (1st) day of each month thereafter until this Note
matures,  payments  of  interest  only  accruing  on the  outstanding  principal
balance; and

            (b) on May 31, 2001 (the "Maturity Date"), subject to the Borrower's
right to extend set forth in the Line of Credit  Agreement,  the  entire  unpaid
principal  amount and any interest  accrued but  remaining  unpaid and all other
sums due under this Note

All  installments  of  principal  and  interest of this Note are payable only in
lawful money of the United States of America, at such place as the holder hereof
may designate in writing from time to time.

         4.   Revolving   Loan.  Up  to  Fifteen   Million  and  00/100  Dollars
($15,000,000.00)  of the principal amount of this Note may be disbursed,  repaid
and  reborrowed  in accordance  with the terms of the Line of Credit  Agreement,


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provided that the aggregate of such  advances  outstanding  at any time does not
exceed $15,000,000.00.

         5. Prepayment.  This Note may be prepaid, either in whole or in part at
any time  without  premium or penalty and without the prior  consent of the Bank
hereof,  on the  condition  that  Borrower  shall  concurrently  pay all accrued
interest on the amount of principal  outstanding at the time of each  prepayment
and any other  charges then due and that  Borrower  shall provide Bank with five
(5) days' prior written notice of the amount of the prepayment.

         6. Default and Acceleration.  Time is of the essence of this Note. Upon
the  occurrence  of an  Event  of  Default  as  defined  in the  Line of  Credit
Agreement,  at the option of the holder  hereof,  the entire debt then remaining
unpaid at once shall become due and payable  without  notice and the liens given
to secure  the  payment of this Note may be  foreclosed  and Bank may pursue all
rights and remedies available under this Note or any instrument securing payment
of this Note.

         7.  Default  Rate of  Interest.  In the Event of Default,  Borrower and
Co-Makers promise to pay interest on the principal balance of this Note together
with  all  sums  due and  owing  under  the  Note  or the  Loan  Documents  then
outstanding at a rate of interest  ("Default  Rate") equal to the greater (a) of
eighteen  percent (18%) per annum,  or (b) five percent (5%) per annum in excess
of the Interest  Rate then  applicable,  provided  that any  interest  which has
accrued  at the  Default  Rate  shall be paid at the time of and as a  condition
precedent to the curing of any default  under any statutory  right to cure.  The
fluctuating   Default  Rate  at  which   interest   accrues  shall  be  adjusted
simultaneously,  at each  announced  change of the  Reference  Rate.  Failure to
exercise such option or charge such increased  interest shall not be a waiver of
the right to do so at any future time or with respect to any other default.

         8. Late  Charges.  If  Borrower  and  Co-Makers  shall fail to make any
payment of interest or  principal,  including the final  combined  principal and
interest  installment,  within  ten (10) days after the date the same is due and
payable,  a late charge by way of damages shall be immediately  due and payable.
Borrower and  Co-Makers  recognize  that  default by Borrower  and  Co-Makers in
making the payments  herein agreed to be paid when due will result in the holder
incurring additional expense in servicing the Loan, in loss to the holder of the
use of the money due and in  frustration  to the  holder  in  meeting  its other
financial and loan  commitments.  Borrower and Co-Makers  agree that, if for any
reason  Borrower and Co-Maker fail to pay the amounts due under this Note within
ten (10) days  after the date the same is due and  payable,  the  holder  hereof
shall be entitled to damages for the detriment  caused  thereby,  and that it is
extremely  difficult  and  impractical  to ascertain the extent of such damages.
Borrower and Co-Makers  therefore agree that a sum equal to four percent (4%) of
each payment which becomes  delinquent is a reasonable  estimate of said damages
to the holder of this Note,  which sum  Borrower and  Co-Makers  agree to pay on
demand.

         9. Remedies Cumulative.  The rights or remedies of the Bank as provided
in  this  Note  and any  instrument  securing  payment  of this  Note  shall  be
cumulative and concurrent and may be pursued singly,  successively,  or together
against the  Borrower and  Co-Makers,  the real  property  described in the Loan


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<PAGE>

Documents,  and any  other  funds,  property  or  security  held by Bank for the
payment  hereof or otherwise at the sole  discretion of the Bank. The failure to
exercise  any such right or remedy shall in no event be construed as a waiver or
release of such rights or  remedies  or the right to exercise  them at any later
time.

         10.  Forbearance.  Any  forbearance  of Bank in exercising any right or
remedy  hereunder  or  under  the  Loan  Documents,  or  otherwise  afforded  by
applicable  law,  shall not be a waiver of or preclude the exercise of any right
or remedy.  The acceptance by Bank of payment of any sum payable hereunder after
the due date of such  payment  shall not be a waiver  of Bank's  right to either
require  prompt  payment  when due of all other  sums  payable  hereunder  or to
declare a default for failure to make  prompt  payment.  Bank shall at all times
have the right to proceed  against any portion of the  security  held herefor in
such order and in such manner as Bank may deem fit,  without  waiving any rights
with respect to any other security.  No delay or omission on the part of Bank in
exercising any right hereunder shall operate as a waiver of such right or of any
other right under this Note.

         11. Right of Setoff.  In addition to all liens upon,  and the rights of
setoff  against,  the monies,  securities  and other property of Borrower or any
Co-Maker  given to the Bank,  the Bank shall  have a lien  upon,  and a right of
setoff  against,  all monies,  securities  and other  property of Borrower,  any
Co-Maker,  now  or  hereafter  in  the  possession  of  the  Bank,  whether  for
safekeeping  or otherwise.  In the event of a default under this Note,  the Bank
shall have the right to take amounts due from any deposit  balances  Borrower or
any  Co-Maker has with the Bank,  regardless  of any penalty that may apply when
the Bank  exercises  such  right,  and apply such  amounts  for the  outstanding
balance of amounts due under this Note.

         12.  Application  of Payments.  All payments made on this Note shall be
applied  first to any  collection  costs the Bank may have incurred by procuring
Borrower's performance  hereunder,  then to payment of the interest then accrued
and due on the unpaid principal balance of this Note, then to any other sums due
to the Bank  under  the  Loan  Documents,  then to the  Prepayment  Premium,  if
applicable,  and the  remainder  of all such  payments  shall be  applied to the
reduction of the unpaid principal.

         13.  Waivers.  Borrower and any sureties,  guarantors and endorsers and
Co-Makers  (severally  each called a "Surety")  waive  presentment,  protest and
demand, notice of protest,  demand and of dishonor and non-payment of this Note,
and expressly  agree that this Note, or any payment  hereunder,  may be extended
from time to time without in any way affecting the liability of the Borrower and
each Surety  hereof.  Borrower and any Surety further agree that at any time and
from time to time without  notice the terms of payment herein may be modified or
the security  described in the Loan  Documents  released in whole or in part, or
increased,  changed or exchanged by agreement  between the Bank and any owner of
the property  affected by said Loan Documents  without in anywise  affecting the
liability  of any party to this  instrument  or any  person  liable or to become
liable with respect to any indebtedness evidenced hereby.

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<PAGE>

         In addition,  Borrower and each Surety waives and agrees not to assert:
(a) any right to require holder to proceed against Borrower or any other Surety,
to proceed  against or exhaust any  security  for the Note,  to pursue any other
remedy  available to Bank,  or to pursue any remedy in any  particular  order or
manner;  (b) the benefit of any statute of  limitations  affecting its liability
hereunder or the enforcement  hereof; (c) the benefits of any legal or equitable
doctrine or principle of marshalling;  (d) notice of the existence,  creation or
incurring  of new or  additional  indebtedness  of  Borrower  to  Bank;  (e) the
benefits of any statutory  provision  limiting the liability of a surety, to the
extent applicable;  (f) any defense arising by reason of any disability or other
defense of  Borrower  or by reason of the  cessation  from any cause  whatsoever
(other than  payment in full) of the  liability  of Borrower  for payment of the
Note; and (g) the benefits of any statutory provision limiting the right of Bank
to recover a deficiency judgment,  or to otherwise proceed against any person or
entity  obligated for payment of the Note,  after any  foreclosure  or trustee's
sale of any security for the Note.  Until payment in full of the Note, no Surety
shall have any right of subrogation  and each hereby waives any right to enforce
any remedy which Bank now has, or may hereafter  have,  against  Borrower or any
other Surety,  and waives any benefit of, and any right to  participate  in, any
security now or hereafter held by Bank.

         14. Usury. In the event the interest provisions hereof or any exactions
provided for herein or in the Loan  Documents or any other  instrument  securing
this Note shall result, because of any reduction of principal, or for any reason
at any time  during the life of this Loan,  in any  effective  rate of  interest
which,  for any  month,  transcends  the  limit of the  usury or any  other  law
applicable  to the Loan,  all sums in excess of those  lawfully  collectible  as
interest for the period in question shall,  without further  agreement or notice
between or by any party  hereto,  be applied  upon  principal  immediately  upon
receipt  of such  moneys by Bank,  with the same  force and effect as though the
payor had specifically  designated such extra sums to be so applied to principal
and Bank had agreed to accept such extra payment as a  premium-free  prepayment.
In no event  shall any agreed to or actual  exaction as  consideration  for this
Loan  transcend  the limits  imposed or provided by the laws  applicable to this
transaction or the Borrower hereof in the  jurisdiction in which the Property is
located  for the use or  detention  of money or for  forbearance  in seeking its
collection.

         15. Loan Documents.  This Note is executed by Borrower and Co-Makers in
connection  with  that  certain  Line  of  Credit  Agreement  between  Borrower,
Co-Makers and Bank dated as of the date hereof (the "Line of Credit Agreement"),
and this Note is secured by, among other things,  (a) a Deed of Trust,  Security
Agreement,  Financing  Statement and Assignment of Rents and Revenues  ("Arizona
Deed of Trust")  dated as of the date  hereof,  on real  estate  situated in the
County of Maricopa, Arizona, and (b) a Mortgage,  Security Agreement,  Financing
Statement  and Absolute  Assignment of Rents and Revenues  ("Florida  Mortgage")
dated as of the date hereof, on real estate situated in the County of St. Lucie,
Florida,  and other documents and instruments  evidencing and securing repayment
of the Loan (collectively,  the "Loan Documents"). The Arizona Deed of Trust and
the Florida  Mortgage are  collectively  called the "Deed of Trust." The Line of
Credit  Agreement and the Deed of Trust contain  provisions for the acceleration
of the maturity of this Note. In the event of any conflict between any provision


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<PAGE>

of the Line of Credit  Agreement and any  provisions of this Note, the provision
of the Line of Credit Agreement shall control.

         16. Preferential Payment.  Borrower and each Co-Maker agree that to the
extent  Borrower or any Surety makes any payment to Bank in connection  with the
indebtedness  evidenced  by this  Note,  and all or any part of such  payment is
subsequently invalidated,  declared to be fraudulent or preferential,  set aside
or  required  to be repaid by Bank or paid over to a  trustee,  receiver  or any
other entity, whether under any bankruptcy act or otherwise (any such payment is
hereinafter referred to as a "Preferential  Payment"),  then the indebtedness of
Borrower and Co-Makers under this Note shall continue or shall be reinstated, as
the case may be, and, to the extent of such payment or  repayment  by Bank,  the
indebtedness  evidenced by this Note or part thereof intended to be satisfied by
such  Preferential  Payment  shall be revived  and  continued  in full force and
effect as if said Preferential Payment had not been made.

         17. Governing Law; Jurisdiction.  This Note is to be governed according
to the laws of  Colorado,  without  giving  effect to  principles  of  conflict.
Without limiting the right of the Bank to bring any action or proceeding against
Borrower  or any Surety or against  any  property  of Borrower or any Surety (an
"Action") arising out of or relating to this Note or any indebtedness  evidenced
hereby in the courts of other  jurisdictions,  Borrower  and each Surety  hereby
irrevocably submit to the jurisdiction,  process and venue of any Colorado State
or Federal court sitting in Denver,  Colorado, and hereby irrevocably agree that
any Action may be heard and  determined in such Colorado  State court or in such
Federal court.  Borrower and all Sureties each hereby irrevocably waives, to the
fullest extent it may  effectively  do so, the defenses of lack of  jurisdiction
over any person, inconvenient forum or improper venue, to the maintenance of any
Action in any jurisdiction.

         18.  Joint and  Several  Obligations.  If there  shall be more than one
maker of this Note, the  obligations of each maker under this Note are joint and
several.  The  obligations of each maker are  independent of the  obligations of
each of the other  makers or any  guarantor  who has  executed  and  delivered a
guarantee. Release of one or more of the makers shall not impair or diminish the
liability  of any  remaining  maker,  except to the  extent  of monies  actually
received by Bank from the released maker as a consequence of such release.  Each
maker waives any rights the maker might  otherwise  have under  C.R.S.  Sections
13-50-102 or 13-50-103 (or under any corresponding future statute or rule of law
in any  jurisdiction)  by reason of any release of fewer than all of the makers,
all in such manner and upon such terms as the Bank may deem proper,  and without
notice to or further  assent from the  makers,  and all  without  affecting  the
obligations of the makers hereunder.  In the event of any default thereunder,  a
separate  action or actions  may be brought  and  prosecuted  against any of the
makers, whether or not a maker is joined therein or a separate action or actions
are  brought  against  any of the other  makers.  Bank may  maintain  successive
actions for other defaults.  The Bank's rights  hereunder shall not be exhausted
by its  exercise  of any of its rights and  remedies or by any such action or by
any number of successive actions until and unless the Obligations have been paid
and fully performed.

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<PAGE>

         19.  Binding  Effect.  This Note shall be binding upon  Borrower,  each
Co-Maker and its  successors and assigns and shall inure to the benefit of Bank,
and any subsequent holders of this Note, and their successors and assigns.

         20. Notice.  All notices  required or permitted in connection with this
Note  shall be given at the  place  and in the  manner  provided  in the Line of
Credit Agreement for the giving of notices.

         21. Attorneys' Fees.  Borrower and Co-Makers further promise to pay all
reasonable  attorneys'  fees incurred by the Bank in connection with any Default
hereunder and in any proceeding brought to enforce any of the provisions of this
Note.

         22.  Interpretation and  Incorporation.  As used in this Note, the term
"Bank,"  shall  include each  subsequent  transferee  and/or owner of this Note,
whether  taking by  endorsement  or  otherwise.  As used in this Note,  the word
"include(s)"  means "include(s),  without  limitation," and the word "including"
means "including, but not limited to."

         23. Waiver of Jury Trial. Borrower and Co-Makers,  and by acceptance of
this Note, Bank hereby  irrevocably  waive,  to the fullest extent  permitted by
law, any and all right to trial by jury in any legal  proceeding  arising out of
or relating to this Note, the Line of Credit Agreement, the other Loan Documents
or the transactions contemplated thereby.

         IN WITNESS WHEREOF,  has duly executed this Note as of the day and year
first above written.

                                    BORROWER:

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

                                    By:  ASSET INVESTORS CORPORATION,
                                         a Delaware corporation, General Partner


                                         By:  /s/David M. Becker
                                             --------------------------------
                                               David M. Becker
                                               Chief Financial Officer



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<PAGE>



                                  CO-MAKERS:

                                  COMMUNITY SAVANNA CLUB JOINT VENTURE, a
                                  Delaware general partnership

                                  By: AIOP FLORIDA PROPERTIES I, L.L.C.,
                                      a Delaware limited liability company,
                                      Managing General Partner

                                      By: ASSET INVESTORS OPERATING PARTNERSHIP,
                                          L.P., a Delaware limited partnership,
                                          Sole Member and Manager

                                          By: ASSET INVESTORS
                                              CORPORATION, a Delaware
                                              corporation, General Partner


                                              By:     /s/David M. Becker
                                                 ------------------------------
                                                   David M. Becker
                                                   Chief Financial Officer

                                  AIOP LOST DUTCHMAN NOTES, L.L.C., a Delaware
                                  limited liability company

                                  By: ASSET INVESTORS OPERATING PARTNERSHIP,
                                      L.P., a Delaware limited partnership,
                                      Sole Member and Manager

                                      By: ASSET INVESTORS CORPORATION, a
                                          Delaware corporation, General
                                          Partner


                                          By: /s/David M. Becker
                                              -------------------------
                                                David M. Becker
                                                Chief Financial Officer



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