SECURITY AGREEMENT
                               (Florida Property)

DEBTOR:                     ASSET INVESTORS OPERATING PARTNERSHIP, L.P., a
                            Delaware limited partnership
                            3410 South Galena Street, Suite 210
                            Denver, Colorado 80231

                            and

                            COMMUNITY  SAVANNA CLUB JOINT VENTURE,
                            a Delaware  general  partnership  3410
                            South Galena Street, Suite 210
                            Denver, Colorado 80231

SECURED PARTY:              U. S. BANK NATIONAL ASSOCIATION
                            918 17th Street, Fifth Floor
                            Denver, Colorado 80202

DATE:                       April 7, 2000

         1. Grant of Security Interest and Collateral Assignment.  As collateral
security for the due and punctual payment and performance of the Obligations (as
hereinafter  defined),  the Debtor hereby grants to the Secured Party, with full
power and  authority  to  exercise  all rights and powers  granted by the Debtor
hereunder,  a lien upon, and a security  interest  under the Uniform  Commercial
Code in effect in the State of Florida, as from time to time amended (the "UCC")
to the extent  that the same  shall  apply,  in and to, and hereby  collaterally
assigns to the Secured Party, all of the Collateral,  defined below,  located in
Port St.  Lucie,  St. Lucie  County,  Florida,  to be identified as the "Savanna
Club",   and  more   particularly   described  on  Exhibit  A,  attached  hereto
(collectively  the  "Real   Property").   Debtor's  personal  property  is  more
particularly   described  on  Exhibit  B,  attached  hereto   (collectively  the
"Collateral").  The Real Property, together with the Collateral are collectively
referred to herein as the "Property".

         2. Obligations Secured.  "Obligations" shall mean the loan evidenced by
the Revolving  Promissory Note dated the date hereof in the principal  amount of
$15,000,000.00  payable by Debtor, AIOP Lost Dutchman Notes, L.L.C.  ("AIOP") to
the order of Secured Party ("Note"),  including without  limitation,  any future
advances,  and any  and all  interest,  commissions,  obligations,  liabilities,
indebtedness,  charges,  and expenses now or hereafter chargeable against Debtor
by Secured  Party or owing by Debtor to Secured  Party in  connection  with such
loan, whether direct or indirect, joint or several, absolute or contingent,  due
or to become due, now existing or hereafter  arising,  and the  performance  and
fulfillment by Debtor of all of the terms, conditions,  promises, covenants, and


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<PAGE>

provisions  contained  in this  Agreement  or in the Note or in any  present  or
future  agreement or instrument  between Debtor and Secured Party  evidencing or
securing  said Note,  including  the  Mortgage,  Security  Agreement,  Financing
Statement  and Absolute  Assignment  of Rents and  Revenues,  executed by Debtor
simultaneously  herewith  (the  "Mortgage")  and the Line of  Credit  Agreement,
executed by and between Debtor,  AIOP, AIOP Florida  Properties I, L.L.C.,  AIOP
Florida  Properties II, l.L.C.  and Bank (the "Line of Credit  Agreement").  Any
capitalized  terms used and not otherwise defined herein have the meanings given
them in the  Line of  Credit  Agreement.  Any  capitalized  terms  used  and not
otherwise  defined  herein or in the Line of Credit  Agreement,  shall  have the
meanings given to them in the UCC.

         3. Warranties and Covenants of the Debtor.

              (a) The Debtor has all power, statutory and otherwise,  to execute
and deliver this Agreement,  to perform its obligations hereunder and to subject
the Collateral to the security  interest  created hereby,  all of which has been
duly  authorized  by all  necessary  action.  The execution and delivery of this
Agreement,  and the  performance  of this  Agreement and the  enforcement of the
security  interest granted hereby,  will not result in any violation of or be in
conflict  with or  constitute  a  default  under  any term of any  agreement  or
instrument,  or,  to the best of the  knowledge  of the  Debtor,  any  judgment,
decree, order, law, statute, rule or governmental  regulation applicable to this
Debtor or the Collateral.

              (b) The  Debtor is the sole  record  and  beneficial  owner of the
Collateral,  and neither the Collateral nor the proceeds  thereof are subject to
any pledge,  lien, security interest,  charge or encumbrance except (i) the lien
created  pursuant  to this  Agreement,  and (ii)  the lien of the UCC  financing
statement delivered by the Debtor to the Secured Party with respect thereto. The
Debtor shall defend the Collateral against all claims and demands of all persons
at any time claiming any interest therein.

              (c) The  Collateral  shall be  located at the  Debtor's  places of
business shown above or at the Property.  Debtor shall not remove the Collateral
from either of said locations  without the prior written  consent of the Secured
Party  except as  contemplated  by  paragraph  3(g) below.  Debtor  shall notify
Secured Party of any change in its place of business prior to making the change.

              (d) Debtor  shall pay all taxes and  assessments  of every  nature
which may be levied or assessed against the Collateral.

              (e) The Debtor  shall  keep the  Collateral  at all times  insured
against risk of loss or damage by fire (including  so-called extended coverage),
theft and such other casualties as the Secured Party may reasonably require, all
in such amounts, under such forms of policies, upon such terms, for such periods
and written by such companies or  underwriters  as the Secured Party may approve
in its reasonable  discretion,  losses in all cases to be payable to the Secured
Party and the Debtor as their  interests  may appear.  All policies of insurance
shall  provide  for  at  least  fifteen  (15)  days'  prior  written  notice  of


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<PAGE>

cancellation  to the Secured  Party;  and the Debtor  shall  furnish the Secured
Party with an  appropriate  renewal  policy  certified by Debtor as complete and
accurate to assure compliance with the provisions of this paragraph.

              (f) The  Collateral  is in good  condition.  At Debtor's  expense,
Debtor shall keep the same in good  condition,  ordinary wear and tear excepted,
and from time to time shall replace and repair all such parts of the  Collateral
as may be broken,  worn out, or damaged without  allowing any lien to be created
upon the  Collateral on account of such  replacement  or repairs,  and shall not
waste or destroy the  Collateral.  The Secured Party may examine and inspect the
Collateral at any time, wherever located.

              (g)  Debtor  shall not sell,  lease,  convey,  encumber  or in any
manner  transfer,  without  the prior  written  consent  of Secured  Party,  any
tangible  personal  property now or hereafter owned by Debtor and attached to or
contained in and used in  connection  with the operation of the mobile home park
known as the Savanna Club, or otherwise forming a part of the Collateral (except
such  tangible  personal  property as is discarded as obsolete or damaged and is
replaced by substitute items having equivalent or greater book value).

              (h)  Debtor  shall  not use the  Collateral  in  violation  of any
applicable statutes, regulations or ordinances.

              (i) The Debtor's operating agreement does not prohibit any term or
condition  of this  Agreement,  and when  executed,  this  Agreement  shall be a
binding obligation of the Debtor.

              (j) Debtor shall notify  Secured Party,  in writing,  prior to the
time Debtor changes its name, identity or limited partnership structure.

              (k)  The  Collateral  is  used  or  bought  primarily  for  use in
business.

              (l) Debtor shall: (i) collect its rents and income in the ordinary
course of business; and (ii) furnish Secured Party with financial information as
required by Section 5.1 of the Line of Credit Agreement.

              (m) After an Event of  Default  as  defined  in the Line of Credit
Agreement or the  appointment of a receiver as provided  therein,  Debtor agrees
that Secured Party shall have full power to notify tenants, collect, compromise,
endorse,  sell or otherwise deal with proceeds in its own name or that of Debtor
at any time.  Secured  Party may  apply  cash  proceeds  to the  payment  of any
Obligations, or may release such cash proceeds to Debtor.

         4.  Events  of  Default.  The  occurrence  of any  one or  more  of the
following events shall constitute an Event of Default under this Agreement:

              (a)  Default  in  the  payment  or  performance  of  any  monetary
obligation  contained  or referred  to herein or in the Note or in the  Mortgage
securing the same beyond any applicable grace period specified therein;

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<PAGE>

              (b) Uninsured loss, theft,  damage, or destruction of any material
portion of the Collateral;  sale or encumbrance of any of the Collateral; or the
making of any levy, seizure or attachment thereof or thereon;

              (c)  Default in the due  performance  or  observance  of any term,
covenant or agreement on Debtor's  part to be performed or observed  pursuant to
any of the provisions of this  Agreement,  other than payment and performance of
any monetary  obligation,  and such non-monetary default shall continue beyond a
period of thirty (30) days after  written  notice of the  Default  being sent to
Debtor by Secured Party; or

              (d) The occurrence of an Event of Default under the Line of Credit
Agreement or the Mortgage, or under any other document securing the Note.

         5. Rights Upon an Event of Default.  Upon the occurrence of an Event of
Default and at any time  thereafter,  and whether or not the Secured Party shall
declare any or all of the  Obligations to be immediately  due and payable in the
manner and with the effect stated in the Mortgage, then and in such event:

              (a) The Secured  Party may foreclose  upon and take  possession of
the Collateral and may exclude the Debtor,  and all persons claiming by, through
or under the Debtor, from possession thereof, and may assign the Collateral to a
nominee or a third party. In connection  herewith the Secured Party or any third
party assignee or nominee of the Secured Party shall have the right to exercise,
in the name of the Debtor,  the  Debtor's  rights and powers with respect to the
Collateral.

              (b) The  Secured  Party  shall have all rights and  remedies  of a
secured  party  available  under  the UCC  and any  other  rights  and  remedies
available  under this  Agreement and under the Mortgage and any other  documents
securing the Note or at law or in equity.

              (c) The  Debtor  hereby  agrees  that if  notice  of sale or other
disposition  of the  Collateral  is given in the  manner  and to the  address or
addresses then required pursuant to the Mortgage at least five (5) business days
before the time of the sale or other  disposition,  such notice  shall be deemed
reasonable  and shall  fully  satisfy  any  requirement  for the  giving of said
notice,  whether  required by the UCC, any other law or  otherwise.  Any sale or
disposition may occur by private  proceedings at Secured Party's  election,  and
Debtor  acknowledges that, due to the nature of the Collateral and its essential
relationship to the operation of the facility, Secured Party may buy at any such
private sale.

              (d) Secured  Party shall have the right,  power and  authority  to
sell the Collateral or any part thereof at public or private sale for cash, upon
credit, or for future delivery, and at such price or prices as Secured Party may
deem  best,  and  Secured  Party  may be the  purchaser  of any  and  all of the
Collateral  so sold,  in such manner and order as Secured  Party may in its sole
discretion  elect.  Upon any such sale,  Secured  Party  shall have the right to
deliver,  assign and transfer to the purchaser  thereof the  Collateral so sold.
Any such  public  sale  shall be held at such  time or  times,  within  ordinary


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<PAGE>

business  hours,  and at such place or places,  as Secured  Party may fix in the
notice of such  sale.  At any sale the  Collateral  may be sold in one lot as an
entirety or in separate  parcels as Secured Party may  determine.  Secured Party
shall not be  obligated to make any sale  pursuant to any such  notice.  Secured
Party may, without notice or publication,  adjourn any public or private sale or
cause the same to be adjourned from time to time by announcement at any time and
place  fixed  for the  sale,  and such  sale may be made at any time or place to
which  the same may be so  adjourned.  In case of any sale of all or any part of
the Collateral on credit or for future  delivery,  the Collateral so sold may be
retained  by Secured  Party  until the  selling  price is paid by the  purchaser
thereof,  but Secured  Party shall incur no  liability in case of the failure of
such purchaser to take up and pay for the Collateral so sold, and in case of any
such failure, such Collateral may again be sold upon like notice. Each and every
method of disposition  described in this paragraph shall constitute  disposition
in a commercially reasonable manner.

              (e) In conjunction  therewith,  in addition to or in  substitution
for those rights and remedies and the rights and remedies provided for herein:

                 (i) It shall not be necessary  that the  Collateral or any part
thereof be present at the location of such sale.

                 (ii) The sale by  Secured  Party of less  than the whole of the
Collateral  shall not  exhaust  the rights of Secured  Party  hereunder  or with
respect to the Collateral,  and Secured Party is specifically  empowered to make
successive sale or sales  hereunder  until the whole of the Collateral  shall be
sold; and, if the proceeds of such sale of less than the whole of the Collateral
shall be less  than the  aggregate  of the  indebtedness  secured  hereby,  this
Agreement and the security  interest  created  hereby shall remain in full force
and effect as to the unsold portion of the Collateral just as though no sale had
been made.

                 (iii) In the event any sale  hereunder  is not  completed or is
defective  in the  opinion of Secured  Party,  such sale shall not  exhaust  the
rights of Secured  Party  hereunder  and  Secured  Party shall have the right to
cause a subsequent sale or sales to be made hereunder.

                 (iv) Any and all  statements of fact or other  recitals made in
any bill of sale or assignment or other instrument evidencing any sale hereunder
as to nonpayment of the indebtedness or as to the occurrence of a Default, or as
to Secured Party having declared all of such indebtedness to be due and payable,
or as to notice of time,  place and terms of sale and the  properties to be sold
having  been duly given,  as to any other act or thing  having been duly done by
Secured  Party shall be taken as prima facie  evidence of the truth of the facts
so stated and recited.

                 (v)  Secured  Party may  appoint  or  delegate  any one or more
persons as agent to perform  any act or acts  necessary  or incident to any such
sale held by Secured Party,  including the sending of notices and the conduct of
sale, but in the name and on behalf of Secured Party.

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<PAGE>

              (f) The proceeds of any sale or other disposition or collection of
or other  realization upon all or any part of the Collateral shall be applied in
the  following  order of  priority:  first,  to pay the  costs and  expenses  of
collection,  custody, sale or other disposition or delivery (including,  without
limitation, reasonable legal costs and reasonable attorneys' fees) and all other
charges incurred by the Secured Party with respect to the Collateral; second, to
the payment of the  Obligations  in such order as the Secured  Party may, in its
sole  discretion,  determine;  and third, to pay any surplus to the Debtor or to
any  person  or party  lawfully  entitled  thereto,  or as a court of  competent
jurisdiction may direct.

              (g)  Secured  Party  may use or  operate  the  Collateral  for the
purpose of  preserving  it or its value.  Secured  Party may  require  Debtor to
assemble the  Collateral and make it available to Secured Party at a place to be
designated  by Secured  Party which is  reasonably  convenient  to both parties.
Expenses  of  retaking,  holding,  preparing  for  sale,  selling,  or costs and
expenses in enforcing this Agreement,  or the like shall include Secured Party's
reasonable  attorneys' fees and legal expenses,  and the same, together with all
advances  made by Secured  Party on behalf of the  Debtor,  shall be part of the
Obligations  secured  hereby.  Debtor  shall be liable to Secured  Party for any
deficiency.

         6.  Release  of  Collateral.  If the  Obligations  are  fully  paid and
discharged, all Collateral held hereunder shall be returned to the Debtor by the
Secured Party promptly upon demand, all requisite  termination  statements under
the UCC shall be executed and delivered to the Debtor by the Secured Party,  and
the Secured Party shall take such other action in connection with such discharge
as the Debtor may reasonably request.

         7. Further Agreements. The Debtor has previously executed and delivered
to the Secured  Party  financing  statements  pursuant to the UCC covering  that
portion of the  Collateral  for which a security  interest  may be  perfected by
filing.  The Debtor shall,  upon request of the Secured  Party,  promptly  make,
execute and deliver to the Secured  Party,  from time to time,  a listing of the
specific Collateral, including personal property, goods, equipment, furnishings,
furniture acquired and/or owned in connection with the hotel, and such other and
further  financing  statements,  instruments,  documents and  certificates,  and
perform such other and further  acts and  assurances,  as the Secured  Party may
request to perfect, to maintain the priority of, or from time to time, to renew,
such security  interests,  to confirm or more fully  perfect the rights  granted
hereby,  or in any way to assure the Secured Party all of its rights  hereunder.
The Debtor shall pay the costs of all filings and  recordings in public  offices
of record,  and shall,  upon  request of the Secured  Party,  make,  execute and
deliver  such other and  further  instruments,  and take such other and  further
actions,  as the Secured Party may deem necessary or appropriate to enable it to
realize upon the  Collateral,  to exercise  fully its rights  hereunder,  and to
ratify and confirm any sale hereunder.

         8.  Indemnification;  Waivers.  The  Debtor  shall  indemnify  and hold
harmless  the  Secured  Party  from any and all  liability  or damage  which the
Secured Party may incur in the exercise and  performance,  in good faith, of any
of its  powers  and  duties  specifically  set  forth  herein,  but  not for any
liability  or damage  incurred  on  account of the gross  negligence  or willful


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<PAGE>

misconduct  of the Secured  Party;  provided,  however,  that  Debtor  shall not
indemnify  Secured Party from and against claims  asserted by third parties as a
consequence  of the  Secured  Party's  negligence  or  misconduct.  No  delay or
omission  on the part of the Secured  Party in  exercising  any right  hereunder
shall  operate as a waiver of such right or of any other  right  hereunder.  Any
waiver of any such right on any one occasion  shall not be construed as a bar to
or waiver of any such right on any such  future  occasion.  No course of dealing
between the Debtor and the Secured  Party nor any failure to  exercise,  nor any
delay in  exercising,  on the part of the  Secured  Party,  any right,  power or
privilege  hereunder or under any of the Obligations,  shall operate as a waiver
thereof;  nor shall any  single  or  partial  exercise  of any  right,  power or
privilege hereunder or thereunder preclude any other or further exercise thereof
or in the exercise of any other right,  power or  privilege.  The Secured  party
shall be under no duty or liability with respect to the Collateral other than to
use reasonable care in the custody of any Collateral while in its possession and
shall not be liable for any failure to take action  necessary to preserve rights
against prior or other parties on any instrument constituting the Collateral.

         9. Further Transfers  Prohibited.  The Debtor covenants and agrees that
it  will  not,  at any  time  during  the  term  of this  Agreement,  except  as
contemplated by paragraph 3(g) hereof, further convey or encumber the Collateral
in any  manner  whatsoever;  and the  Debtor  agrees  that it will do all things
necessary to maintain  the  enforceability  and priority of the Secured  Party's
security interest in the Collateral.

         10.  Notices.  Any  and  all  notices,  demands,  consents,  and  other
communications  required  or  permitted  under  this  Agreement  shall be deemed
adequately  given only if given in the manner and to the  addresses  provided in
the Mortgage.

         11. General Provisions.

              (a) No waiver by Secured  Party of any default  shall operate as a
waiver of any other  default or of the same  default on a future  occasion.  The
taking of this Security  Agreement  shall not waive or impair any other security
said Secured  Party may have or  hereafter  acquire for the payment of the above
indebtedness,  nor shall the  taking of any such  additional  security  waive or
impair  this  Security  Agreement;  but said  Secured  Party  may  resort to any
security it may have in the order it may deem proper,  and  notwithstanding  any
collateral  security,  Secured  Party shall retain its rights of setoff  against
Debtor.

              (b) At its option,  but  without  obligation  to the  Debtor,  the
Secured  Party may  discharge  taxes,  liens,  or  security  interests  or other
encumbrances at any time levied or placed on the  Collateral,  may place and pay
for  insurance  thereon,  may  order  and pay for the  repair,  maintenance  and
preservation  thereof and may pay any necessary  filing or recording  fees.  The
Debtor  agrees to reimburse  the Secured Party on demand for payment made or any
expense incurred by the Secured Party pursuant to the foregoing authorization.

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<PAGE>

              (c) Until the occurrence of a Default,  Debtor may have possession
of the  Collateral  and use it in any lawful manner not  inconsistent  with this
Agreement  or any policy of  insurance  thereon,  and upon the  occurrence  of a
Default,  Secured  Party  shall  have  immediate  right  to  possession  of  the
Collateral,  provided,  however,  that Secured Party may perfect its interest in
the Collateral by possession.

              (d) All rights of the Secured Party  hereunder  shall inure to the
benefit of its  successors  and  assigns;  and all promises and duties of Debtor
shall bind its legal representatives, successors or assigns.

              (e)  Except  as may be  otherwise  provided  by  the  UCC,  Debtor
releases  Secured  Party from all claims for loss or damage caused by any act or
omission  on the part of Secured  Party,  its  officers,  agents and  employees,
except gross negligence or willful misconduct.

              (f)  This  Agreement  shall  be  governed  by and  interpreted  in
accordance  with the laws of the State of Colorado except to the extent that the
laws of the State of Florida regarding the creation,  perfection and realization
upon the security  interests and liens hereunder  require the application of the
State in which the Property is located.  Further, the place where this Agreement
is entered into and the place of performance  and  transaction of business shall
be deemed to be the State of Colorado.

              (g) Unless the context otherwise  requires,  all terms used herein
which are defined in the Florida Uniform Commercial Code, shall have the meaning
therein stated.

         DATED effective the 7 day of April, 2000.

                                    DEBTOR:

                                    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>


                                    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


                                    SECURED PARTY:

                                    U. S. BANK NATIONAL ASSOCIATION



                                    By:   /s/Cyd Petre
                                        ---------------------
                                        Cyd Petre, Vice President



                                       9
<PAGE>

STATE OF COLORADO                           )
                                            )        ss.
COUNTY OF DENVER                            )

         The  foregoing  instrument  was  acknowledged  before  me this 7 day of
April,  2000, by David M. Becker as Chief  Financial  Officer of Asset Investors
Corporation,  a  Delaware  corporation,  as general  partner of Asset  Investors
Operating Partnership, L.P., a Delaware limited partnership.

         Witness my hand and official seal.

         My commission expires:  12/7/2000

                                                            /s/Pam J. Finch
                                                         -----------------------
                                                             Notary Public
( S E A L )



STATE OF COLORADO                           )
                                            )        ss.
COUNTY OF DENVER                            )

         The  foregoing  instrument  was  acknowledged  before  me this 7 day of
April,  2000, by David M. Becker as Chief  Financial  Officer of Asset Investors
Corporation,  a  Delaware  corporation,  as general  partner of Asset  Investors
Operating Partnership,  L.P., a Delaware limited partnership, as Sole Member and
Manager of AIOP Florida  Properties I, L.L.C.,  as Managing  General  Partner of
Community Savanna Club Joint Venture, a Delaware general partnership.

         Witness my hand and official seal.

         My commission expires:     12/7/2000

                                                             /s/Pam J. Finch
                                                         -----------------------
                                                             Notary Public
( S E A L )


                                       10
<PAGE>



STATE OF COLORADO                                    )
                                                     )    ss.
COUNTY OF DENVER                                     )

     The foregoing  instrument was  acknowledged  before me this 7 day of April,
2000, by Cyd Petre as Vice President of U. S. Bank National Association.

         Witness my hand and official seal.

         My commission expires:    12/7/2000

                                                            /s/Pam J. Finch
                                                         -----------------------
                                                             Notary Public
( S E A L )



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