After Recording Return to:
GORSUCH KIRGIS LLP
Tower I, Suite 1000
1515 Arapahoe Street
Denver, Colorado 80202
Attention:  Connie B. Hyde, Esq.



                       DEED OF TRUST, SECURITY AGREEMENT,
                             FINANCING STATEMENT AND
                        ASSIGNMENT OF RENTS AND REVENUES
                                    [Arizona]

         THIS  DEED OF  TRUST,  SECURITY  AGREEMENT,  FINANCING  STATEMENT,  AND
ASSIGNMENT  OF RENTS AND REVENUES  (this "Deed of Trust") is given as of the 7th
day of April,  2000 by the Trustor named below to the Trustee  named below,  for
the use and benefit of the Beneficiary named below.

                                   ARTICLE 1
                       PARTIES, PROPERTY, AND DEFINITIONS

         The following terms and references shall have the meanings indicated:

         1.1 Trustor:  AIOP Lost  Dutchman  Notes,  L.L.C.,  a Delaware  limited
liability company, whose mailing address is 3410 South Galena Street, Suite 210,
Denver,  Colorado  80231,  together with any future owner of the Property or any
part thereof or interest therein.

         1.2 Beneficiary: U.S. BANK NATIONAL ASSOCIATION,  whose mailing address
is 918 Seventeenth Street,  Fifth Floor, Denver,  Colorado 80202,  together with
any legal holder of the Note.

         1.3  Trustee:  Stewart  Title & Trust  of  Phoenix,  Inc.,  a  Delaware
corporation,  whose mailing  address is 244 West Osborn Road,  Phoenix,  Arizona
85013.

         1.4 Note: The Revolving Promissory Note of even date herewith, executed
by Trustor,  Asset Investors  Operating  Partnership,  L.P., a Delaware  limited
partnership  ("Operating  Partnership") and Community Savanna Club Joint Venture
("Joint  Venture")  payable to the order of  Beneficiary  in the principal  face
amount  of  $15,000,000.00,   together  with  all  renewals,   extensions,   and


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modifications of the Note. All terms and provisions of the Note are incorporated
by this reference in this Deed of Trust.

         1.5 Loan Agreement:  The Line of Credit Agreement of even date herewith
executed  by  Trustor,  Operating  Partnership,   Joint  Venture,  AIOP  Florida
Properties  I,  L.L.C.,  a Delaware  limited  liability  company,  AIOP  Florida
Properties  II,  L.L.C.,  a  Delaware  limited   liability   company,   and  the
Beneficiary, and all renewals, extensions, modifications and amendments thereof.
All capitalized  terms not otherwise defined herein shall bear the meaning given
to them in the Loan Agreement.

         1.6 Real Property:  The real property  described in Exhibit A, attached
hereto and by this reference incorporated herein, together with all right, title
and  interest of Trustor in the  following  with  respect to the real  property,
whether now owned or hereafter acquired by Trustor:

             (a) All improvements now or hereafter located on such real property
(excluding  manufactured  homes  and  setup  owned  by  third  parties)  and all
easements and appurtenances thereto;

             (b) The land lying within any street or roadway  adjoining the real
property;  any vacated or hereafter  vacated street or alley  adjoining the real
property; and any strips and gores adjoining the real property;

             (c) All and singular the passages,  waters,  water rights  (whether
tributary  or  non-tributary  or not  non-tributary),  water  courses,  riparian
rights, wells, well permits, water stock, other rights, liberties and privileges
thereof  or in any way  now or  hereafter  appertaining  to the  real  property,
including  homestead  and any other  claim at law or in  equity,  as well as any
after-acquired title, franchise or license, and the reversion and reversions and
remainder and remainders thereof;

             (d)  All  machinery,   apparatus,   equipment,  fittings,  fixtures
(whether actually or constructively attached or incorporated,  and including all
trade,  domestic,  and ornamental fixtures, but excluding manufactured homes and
setups owned by third parties) now or hereafter  located in, upon, or under such
real property or improvements  and used or usable in connection with any present
or future operation thereof, including but not limited to all lighting, utility,
and power equipment;  engines;  pipes; pumps; tanks; motors;  conduits;  utility
systems,  plumbing,  lifting,  cleaning,  fire prevention,  fire  extinguishing,
signage,  heating,  air-conditioning;  communication  apparatus;  water heaters;
ranges; furnaces; appliances,  refrigerators,  stoves; shades, awnings, screens,
storm doors and windows;  attached cabinets; rugs, carpets and draperies and all
additions thereto and replacements therefor;

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<PAGE>

         1.7 Tangible Personalty: All right, titles and interests of the Trustor
in and to the following, with respect to the Real Property:

             (a) All goods, trade fixtures,  fixtures,  inventory,  furnishings,
fittings,  machinery,  apparatus,  equipment,  building  and other  construction
materials,  supplies,  and other tangible  personal property of every nature now
owned or hereafter acquired by Trustor and used, intended for use, or reasonably
required in the development, construction,  reconstruction,  alteration, repair,
or  operation of the Property and any  improvements  or  infrastructure  located
thereon,  together with all accessions  thereto,  replacements and substitutions
therefor, and proceeds thereof, including, without limitation, to the extent not
deemed to be real property under this Deed of Trust,  all apparatus,  machinery,
motors, elevators,  fittings, equipment, and other furnishings and all plumbing,
heating, lighting, cooking, laundry, ventilating,  refrigerating,  incinerating,
air-conditioning  and  sprinkler  equipment  and  fixtures,  all  clubhouse  and
swimming pool  equipment,  lockers,  lifeguard  equipment,  lawn or deck chairs,
towels,  swimming  pool cleaning and  maintenance  equipment,  recreational  and
fitness  equipment,  including  but not limited to rowing  machines,  stationery
bikes, nautilus equipment and appurtenances thereto.

         1.8 Intangible Personalty: All right, title and interest of the Trustor
in and to the following, with respect to the Real Property:

             (a)  all  of  the  rents,  royalties,  income  (including,  without
limitation,  operating income),  receipts,  revenues, issues, and profits of and
from the use,  operation,  or enjoyment of such real  property and  improvements
(collectively, the "Income"), whether such Income is attributable to the period,
or is collected, prior to or subsequent to any default by Trustor and all causes
of action associated with the collection of such Income;

             (b) all plans and  specifications  for the improvements on the real
property;  soil,  environmental,  engineering,  land planning maps,  surveys and
other  studies  and reports  concerning  the real  property or prepared  for the
orderly  planning and  development  of the real  property,  including all plans,
drawings and studies concerning the platting or replatting of the real property;
all  contracts  and  subcontracts  relating  to the  improvements  on  the  real
property, or any thereof;

             (c) all of Trustor's rights and prerogatives  arising in connection
with or by virtue of Trustor's ownership of lots in the real property including,
without limitation, the right to vote as a member of any lot owners' association
and all rights  arising under any  declaration  described in Exhibit B and under
the articles of incorporation and bylaws of such association;

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<PAGE>

             (d) all awards and payments,  including interest thereon, resulting
from the exercise of any right of eminent  domain or any other public or private
taking of,  casualty or injury to, or decrease in the value of, any of such real
property, including without limitation all property insurance payments, proceeds
and policies related to such real property;

             (e)  all  of  the   licenses,   permits,   franchises,   and  other
entitlements  to use and all rights  thereto  which have been issued by or which
are pending  before any  governmental  or  quasi-governmental  agency  which are
necessary or appropriate for the Property;

             (f) all accounts,  accounts  receivable,  deposit accounts,  escrow
accounts, monies, claims, causes of action, rights to payment, prepaid insurance
an d other  prepaid  items,  contracts,  contract  rights,  refunds and rebates,
maintenance  contracts,  maintenance  warranties,  continuing  agreements,  down
payment deposits, general intangibles associated with the Property and insurance
proceeds;

             (g) all water taps, sewer taps, building permits, curb cut permits,
storm water discharge permits, refunds, rebates or deposits due or to become due
from any utility companies or Governmental Entity;

             (h) the absolute right to Trustor's interest in any trade name used
by Trustor in connection with the Property and all of Trustor's rights in and to
contract rights, leases,  concessions,  trade names, trademarks,  service marks,
logos, operating systems,  trade secrets,  technology and technical information,
copyrights,  warranties, licenses, plans, drawings and other items of intangible
personal property relating to the ownership or operation of the Property; and

             (i) all other and greater  rights and  interests of every nature in
such property and in the possession or use thereof and income therefrom, whether
now owned or subsequently acquired by Trustor.

         1.9  Property:  The Real  Property,  the  Tangible  Personalty  and the
Intangible  Personalty are sometimes  collectively  called the "Property." It is
specifically  understood  that the  enumeration of any specific  articles of the
Property,  including Tangible  Personalty and Intangible  Personalty shall in no
way  exclude  or be held to  exclude  any  items of  property  not  specifically
mentioned.  All  of  the  Real  Property,  Tangible  Personalty  and  Intangible
Personalty,  whether  affixed or annexed or not, and all rights hereby  conveyed
and mortgaged are intended to be as a unit and are hereby  understood and agreed
and declared to be appropriated to the use of the real estate, and shall for the
purposes  of this Deed of Trust be deemed to be real  estate  and  conveyed  and
mortgaged hereby.

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<PAGE>

Any capitalized  terms not otherwise defined in Sections 1.6 through 1.9 of this
Deed of Trust and not defined in the Loan Agreement shall bear the meaning given
to  them  in  Arizona  Revised  Statutes  ("A.R.S.")  Sections  47-1101  through
47-11107, as amended from time to time (the "Arizona Uniform Commercial Code").

         1.10 The Secured Obligations: The Property is granted and shall be held
for the purpose of securing the following (the "Secured Obligations"):

             (a) The payment of the indebtedness as evidenced in the Note;

             (b)  The  performance  and  observance  of  all  terms,  covenants,
conditions,  and provisions to be performed or observed by the Trustor  pursuant
to the terms of:

                 (i) this Deed of Trust,

                 (ii) the Security  Agreement  executed by Trustor in connection
with the Project,

                 (iii) the Financing Statements on the Project,

                 (iv) the Loan Agreement,

                 (v) any and all  pledge  or  other  security  agreements,  loan
agreements,  disbursement agreements, supplemental agreements, assignments (both
present and collateral),  side letters, as the same may be amended,  modified or
supplemented  from time to time,  being  referred  to  hereinafter  as  "Related
Agreements" associated with the Project.

             (c) The payment of all sums  expended  or  advanced by  Beneficiary
pursuant to the terms hereof.

             (d) The payment and performance of all  Obligations  under the Loan
Agreement and any Loan Documents executed in connection therewith.

             (e) The  payment  of all  future  advances  under the Note and Loan
Agreement, made pursuant to the terms of the Note, Loan Agreement and other Loan
Documents.

The Note,  this Deed of Trust,  the Security  Agreement,  Financing  Statements,
Related  Agreements,   Loan  Agreement  and  any  and  all  other  documents  or
instruments  executed in connection with the foregoing to evidence or secure the
Note,  specifically  excluding,  however, the Environmental Indemnity Agreement,
shall be hereinafter collectively called the "Loan Documents".

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<PAGE>

                                   ARTICLE 2
                                 GRANTING CLAUSE

         2.1 Grant to Trustee. As security for the Secured Obligations,  Trustor
hereby grants,  bargains,  sells, and conveys the Property to Trustee,  in trust
forever, with power of sale, for the use and benefit of Beneficiary, and subject
to all provisions hereof.

         2.2 Security  Interest to Beneficiary.  As additional  security for the
Secured Obligations, Trustor hereby grants to Beneficiary a security interest in
the Tangible Personalty and in the Intangible Personalty and in such of the Real
Property as may be deemed personalty  (collectively,  the "Collateral").  To the
extent any of the  Collateral may be or has been acquired with funds advanced by
Beneficiary under the Loan Documents, this security interest is a purchase money
security interest. This Deed of Trust constitutes a Security Agreement under the
Arizona  Uniform  Commercial  Code (the  "Code") with respect to any part of the
Property and Collateral that may or might now or hereafter be or be deemed to be
personal  property,  fixtures or  property  other than real  estate;  all of the
terms,  provisions,  conditions and  agreements  contained in this Deed of Trust
pertain  and apply to the  Collateral  as fully and to the same extent as to any
other  property  comprising the Property,  and the following  provisions of this
section shall not limit the generality or  applicability  of any other provision
of this Deed of Trust but shall be in addition thereto:

             (a) The  Collateral is not used or bought for  personal,  family or
household purposes;

             (b) The  Tangible  Personalty  shall  be kept  at the  real  estate
comprising a part of the Property,  and shall not be removed  therefrom  (unless
contemporaneously replaced with similar items of equal or greater value) without
the consent of  Beneficiary  and the Tangible  Personalty may be affixed to such
real estate but shall not be affixed to any other real estate;

             (c) No financing  statement  covering any of the  Collateral or any
proceeds thereof is on file in any public office;  and Trustor will, at its cost
and expense,  upon demand,  furnish to Beneficiary such further  information and
will execute and deliver to  Beneficiary  such  financing  statements  and other
documents in form  reasonably  satisfactory  to Beneficiary and will do all such
acts and things as Beneficiary  may at any time or from time to time  reasonably
request or as may be  reasonably  necessary  or  appropriate  to  establish  and
maintain a perfected  security  interest in the  Collateral  as security for the
Secured  Obligations,  subject to no adverse liens or encumbrances;  and Trustor
will pay the cost of  filing  the same or  filing or  recording  such  financing
statements or other documents and this instrument in all public offices wherever
filing or  recording  is deemed by  Beneficiary  to be  reasonably  necessary or
desirable;

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<PAGE>

             (d) The terms  and  provisions  contained  in this  section  and in
Section 7.5  (Enforcement  of Security  Interests)  of this Deed of Trust shall,
unless the context  otherwise  requires,  have the  meanings and be construed as
provided in the Code; and

             (e)  This  Deed of  Trust  constitutes  a  security  agreement  and
financing statement under the Code with respect to the Collateral. As such, this
Deed of Trust  covers all items of the  Collateral  that are  personal  property
including  all items which are to become  fixtures.  Trustor is the "Debtor" and
Beneficiary  is the "Secured  Party" (as those terms are defined and used in the
Code) insofar as this Deed of Trust constitutes a financing statement.

             (f) Upon its recording in the real property  records,  this Deed of
Trust shall be effective as a financing  statement filed as a fixture filing. In
addition, a carbon,  photographic or other reproduced copy of this Deed of Trust
and/or any financing  statement  relating  hereto shall be sufficient for filing
and/or  recording as a financing  statement.  The filing of any other  financing
statement  relating to any  personal  property,  rights or  interests  described
herein shall not be construed to diminish any right or priority hereunder.

                                   ARTICLE 3
                          TRUSTOR'S TITLE AND AUTHORITY

         3.1 Warranty of Title.  Trustor  represents and warrants to Beneficiary
that  Trustor  has  good and  marketable  title to the  Property  in fee  simple
absolute,  subject  only to the lien of  general  taxes  for the  current  year,
payable the following year, and those additional  matters,  if any, set forth in
Exhibit B, attached hereto and by this reference incorporated herein ("Permitted
Exceptions").  Trustor  further  represents  and  warrants to  Beneficiary  that
Trustor  is  the  absolute  owner  of  the   Collateral,   free  of  any  liens,
encumbrances, security interests, and other claims whatsoever, except insofar as
the  Collateral  may be  encumbered by the lien of general taxes for the current
year,  payable the following  year.  Trustor,  for itself and its successors and
assigns,  hereby agrees to warrant and forever defend, all and singular,  all of
the  Property and property  interest  granted and conveyed in trust  pursuant to
this Deed of Trust,  against every person whomsoever  lawfully  claiming,  or to
claim, the same or any part thereof,  subject to the Permitted  Exceptions.  The
warranties  contained in this section shall survive  foreclosure of this Deed of
Trust,  and shall inure to the benefit of and be  enforceable  by any person who
may  acquire  title  to the  Property  or the  Collateral  pursuant  to any such
foreclosure.

         3.2 Waiver of Homestead and Other  Exemptions.  To the extent permitted
by law,  Trustor hereby waives all rights to any homestead or other exemption to
which  Trustor  would   otherwise  be  entitled  under  any  present  or  future
constitutional,  statutory,  or other  provision of applicable  state or federal
law.

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<PAGE>

         3.3 Due Authorization.  If Trustor is other than a natural person, then
each  individual who executes this document on behalf of Trustor  represents and
warrants to  Beneficiary  that such  execution  has been duly  authorized by all
necessary corporate, partnership, or other action on the part of Trustor.

                                   ARTICLE 4
                         TRUSTOR'S AFFIRMATIVE COVENANTS

         4.1 Payment of Note.  Trustor  will pay all  principal,  interest,  and
other sums payable under the Note,  the Loan  Agreement or this Deed of Trust or
the Loan  Documents,  on the date when such payments are due,  without notice or
demand.

         4.2  Performance  of Other  Obligations.  Trustor will, in all material
respects,  perform  and  comply  with  all  other  covenants,   conditions,  and
prohibitions required of Trustor by the terms of the Loan Documents.

         4.3 Other Encumbrances. Trustor will, in all material respects, perform
and comply with all covenants,  conditions, and prohibitions required of Trustor
in  connection  with  any  other  encumbrance  affecting  the  Property  or  the
Collateral, or any part thereof, or any interest therein,  regardless of whether
such other  encumbrance  is superior or  subordinate  to the lien  hereof.  This
paragraph does not authorize any lien or encumbrance against the Property or the
Collateral  except as permitted by Section 3.1 or with the prior written consent
of the Beneficiary as provided in this Deed of Trust.

         4.4 Payment of Taxes.

             (a) Property Taxes. Trustor will pay, before delinquency, all taxes
and assessments, including without limitation, general, special and metropolitan
district  taxes,  water  charges,  sewer  service  charges  (collectively,   the
"Impositions"),  which may be levied or  imposed at any time  against  Trustor's
interest  and estate in the  Property or the  Collateral.  Within ten days after
request by Beneficiary,  Trustor will deliver to Beneficiary an official receipt
for such payment or other evidence that such payment has been made.

             (b) Deposit for Taxes. If required by the Beneficiary, concurrently
with the delivery of this Deed of Trust,  Trustor has deposited with Beneficiary
an amount  equal to 1/12th of the amount  which  Beneficiary  estimates  will be
required  to make the next  annual  payment of  Impositions,  multiplied  by the
number of whole and  partial  months  which have  elapsed  since March 31 of the
current year.  With each monthly  payment  under the Note,  Trustor will deposit
with  Beneficiary  an amount  equal to 1/12th of the  amount  which  Beneficiary
estimates  will be required to pay the next required  installment  or payment of
Impositions.  The purpose of these  provisions  is to provide  Beneficiary  with


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<PAGE>

sufficient  funds on hand to pay all such Imposition  charges 30 days before the
date on which  they  become  past due.  Provided  no default  exists  hereunder,
Beneficiary  will  apply  the  amounts  so  deposited  to the  payment  of  such
Imposition when due, but in no event will Beneficiary be liable for any interest
on any amount so deposited, and the money so received may be held and commingled
with  Beneficiary's own funds. If the funds so deposited are insufficient to the
Impositions for any year when the same shall become due and payable, the Trustor
shall,  within ten (10) days  after  receipt of demand  therefor,  deposit  such
additional funds as may be necessary to pay such Impositions in full.

             (c)   Intangible   Taxes.   If  by  reason  of  any   statutory  or
constitutional amendment or judicial decision adopted or rendered after the date
hereof,  any tax,  assessment,  or similar  charge is imposed  against the Note,
against  Beneficiary  arising directly from Beneficiary's  interests in the Loan
Documents  (other  than a tax based on  Beneficiary's  income),  or against  any
security  interest of  Beneficiary  in the Property,  Trustor will pay such tax,
assessment,  or other charge before  delinquency and will indemnify  Beneficiary
against all loss, expense, or diminution of income in connection  therewith.  In
the event Trustor is unable to do so, either for economic reasons or because the
legal  provisions or decisions  creating  such tax,  assessment or charge forbid
Trustor from doing so, then the Note will, at Beneficiary's  option,  become due
and payable in full upon 30 days' notice to Trustor.

             (d) Right to Contest.  Notwithstanding  any other provision of this
section,  Trustor  will not be  deemed  to be in  default  solely  by  reason of
Trustor's failure to pay any Impositions so long as, in Beneficiary's reasonable
judgment, each of the following conditions is satisfied:

                 (i) Trustor is engaged in and diligently pursuing in good faith
administrative  or judicial  proceedings  appropriate to contest the validity or
amount of such Impositions; and:

                 (ii) Nonpayment of such Impositions will not result in the loss
or forfeiture of any Property  encumbered  hereby or any interest of Beneficiary
therein.

If Beneficiary  reasonably determines that any one or more of such conditions is
not satisfied or is no longer  satisfied,  Trustor will pay the  Impositions  in
question,  together  with any interest and  penalties  thereon,  within ten days
after Beneficiary gives notice of such determination.

         4.5  Maintenance  of  Insurance.  Trustor  shall  provide and  maintain
policies of insurance on the Property in accordance with the Loan Agreement.

             (a) Deposit for Premiums. If required by Beneficiary,  concurrently
with the delivery of this Deed of Trust,  Trustor has deposited with Beneficiary
an amount  equal to 1/12th of the amount  which  Beneficiary  estimates  will be


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<PAGE>

required  to make the next annual  payments  of the premium for the  policies of
insurance  referred to in this  section,  multiplied  by the number of whole and
partial months which have elapsed since the most recent policy  anniversary date
for each such policy ("Insurance Premium").  With each monthly payment under the
Note,  Trustor  will  deposit  an amount  equal to 1/12th  of the  amount  which
Beneficiary  estimates will be required to pay the next required  annual premium
for each  insurance  policy  referred to in this  section.  The purpose of these
provisions is to provide  Beneficiary  with sufficient  funds on hand to pay all
such  Insurance  Premiums  thirty (30) days before the date on which they become
past due. Trustor shall,  within ten (10) days after receipt of demand therefor,
deposit such  additional  funds as are necessary to make up any  deficiencies in
amounts  necessary to pay such Insurance  Premiums when due. Provided no default
exists hereunder, Beneficiary will apply the amounts so deposited to the payment
of such Insurance  Premiums when due, but in no event will Beneficiary be liable
for any  interest on any amount so  deposited,  and the money so received may be
held and commingled with Beneficiary's own funds.

             (b) Renewal  Policies.  Not less than thirty (30) days prior to the
expiration  date  of  each  insurance  policy  required  pursuant  to  the  Loan
Agreement,  Trustor will deliver to Beneficiary a copy of an appropriate renewal
policy  certified by Trustor as complete and  accurate,  together  with evidence
reasonably  satisfactory  to Beneficiary  that the  applicable  premium has been
prepaid.

             (c)  Successor's  Rights.  Any  person  who  acquires  title to the
Property or the  Collateral  upon  foreclosure  hereunder will succeed to all of
Trustor's  rights under all policies of  insurance  maintained  pursuant to this
section, including,  without limitation, all rights to all claims under all such
insurance  policies  regardless  of the  nature of such claim or when such claim
arose.

         4.6 Damages; Insurance and Condemnation Proceeds.

             (a) The following  (whether now existing or hereafter  arising) are
all absolutely and  irrevocably  assigned by Trustor to Beneficiary  and, at the
request of Beneficiary, shall be paid directly to Beneficiary: (i) all awards of
damages and all other compensation payable directly or indirectly by reason of a
condemnation or proposed condemnation for public or private use affecting all or
any part of, or any interest in, the Property;  (ii) all other claims and awards
for damages to, or decrease in value of, all or any part of, or any interest in,
the Property;  (iii) all proceeds of any insurance policies payable by reason of
loss  sustained to all or any part of the Property;  and (iv) all interest which
may accrue on any of the  foregoing.  Subject to  applicable  law,  and  without
regard to any  requirement  contained in Section 4.8(d)  Beneficiary  may at its
discretion  apply all or any of the  proceeds  it  receives  to its  expenses in
settling,  prosecuting  or defending  any claim and may apply the balance to the
Secured Obligations in any order, and/or Beneficiary may release all or any part


                                       10
<PAGE>

of  the  proceeds  to  Trustor  upon  any  conditions  Beneficiary  may  impose.
Beneficiary  may commence,  appear in, defend or prosecute any assigned claim or
action and may  adjust,  compromise,  settle and  collect  all claims and awards
assigned to Beneficiary;  provided,  however,  in no event shall  Beneficiary be
responsible  for any failure to collect any claim or award,  unless such failure
is due to the gross negligence of Beneficiary.

             (b) So long as no Default exists and is continuing, Beneficiary may
permit  insurance or  condemnation  proceeds held by  Beneficiary to be used for
repair  or  restoration  but may  condition  such  application  upon  reasonable
conditions,  including,  without limitation: (i) the deposit with Beneficiary of
such additional funds which  Beneficiary  determines are needed to pay all costs
of the repair or restoration,  (including,  without limitation, taxes, financing
charges, insurance and rent during the repair period); (ii) the establishment of
an  arrangement  for lien  releases  and  disbursement  of funds  acceptable  to
Beneficiary;  (iii) the delivery to Beneficiary of plans and  specifications for
the  work,  a  contract  for the  work  signed  by a  contractor  acceptable  to
Beneficiary,  a cost breakdown for the work and a payment and  performance  bond
for the work,  all of which shall be  acceptable  to  Beneficiary;  and (iv) the
delivery to  Beneficiary of evidence  acceptable to Beneficiary  (aa) that after
completion of the work, and sufficient time has elapsed to re-lease the Property
(but in no event  longer  than six months  after  completion  of the work),  the
income from the Property will be sufficient to pay all expenses and debt service
for the Property;  (bb) of the continuation of Leases acceptable to and required
by Beneficiary;  (cc) that upon  completion of the work, the size,  capacity and
total  value of the  Property  will be at least  as great as it was  before  the
damage or condemnation  occurred;  (dd) that there has been no material  adverse
change in the  financial  condition or credit of Trustor  since the date of this
Deed of Trust;  and (ee) of the  satisfaction of any additional  conditions that
Beneficiary  may  reasonably  establish to protect its security.  Trustor hereby
acknowledges  that the conditions  described above are reasonable,  and, if such
conditions  have not been satisfied or progress  satisfactory to the Beneficiary
made by Trustor in achieving  satisfaction of the conditions  within ninety (90)
days of receipt by Beneficiary of such insurance or condemnation proceeds,  then
Beneficiary  may apply  such  insurance  or  condemnation  proceeds  to pay down
principal of the Secured Obligations in such order and amounts as Beneficiary in
its sole discretion may choose.

         4.7  Performance of Lease  Obligations.  Trustor will use  commercially
reasonable  efforts to keep the Property fully leased at rental rates prevailing
in the  market  and to  perform,  in all  material  respects,  all of  Trustor's
obligations  under or in connection with each present and future lease of all or
any part of the Property ("Leases").

         4.8  Liens,   Encumbrances  and  Charges.   Trustor  shall  immediately
discharge any lien not approved by Beneficiary in writing that has or may attain
priority  over  this  Deed of  Trust.  Subject  to the  provisions  of the  Loan
Agreement regarding mechanics' liens, Trustor shall pay when due all obligations


                                       11
<PAGE>

secured by or reducible to liens and  encumbrances  which shall now or hereafter
encumber or appear to encumber  all or any part of the  Property or any interest
therein, whether senior or subordinate hereto.

         4.9  Management.  The  Trustor  will  provide  and  maintain  good  and
efficient management of the Property satisfactory to Beneficiary.  Trustor shall
obtain Beneficiary's advance written approval of any management provided, and of
any contract therefor or assignment thereof, which written approval shall not be
unreasonably withheld, conditioned or delayed.

         4.10 Mechanics' Liens. Trustor will keep the Property free and clear of
all stop  notices,  liens and  claims of liens by  contractors,  subcontractors,
mechanics, laborers,  materialmen, and other such persons in the manner provided
in the Loan Agreement.

         4.11 Defense of Actions. Trustor will defend, at Trustor's expense, any
action,  proceeding or claim which affects any Property encumbered hereby or any
interest of Beneficiary in such Property or in the Secured Obligations, and will
indemnify and hold Beneficiary harmless from all loss, damage, cost, or expense,
including attorneys' fees, which Beneficiary may incur in connection therewith.

         4.12 Inventories;  Assembly of Tangible Personalty.  Trustor will, from
time to time at the request of Beneficiary,  supply  Beneficiary  with a current
inventory of the Tangible Personalty, in such detail as Beneficiary may require.
Upon the  occurrence  of any  Event  of  Default  hereunder,  Trustor  will,  at
Beneficiary's  request  assemble the Tangible  Personalty  and make the Tangible
Personalty available to Beneficiary at any place designated by Beneficiary which
is reasonably convenient to both parties.

         4.13 Further Assurances;  Estoppel  Certificates.  Trustor will execute
and deliver to Beneficiary  upon demand,  and pay the costs of  preparation  and
recording  thereof,  any  further  documents  which  Beneficiary  may request to
confirm or perfect the liens and  security  interests  created or intended to be
created  hereby,   or  to  confirm  or  perfect  any  evidence  of  the  Secured
Obligations.  Trustor  will  also,  within  ten (10) days  after any  request by
Beneficiary,   deliver  to  Beneficiary  a  signed  and  acknowledged  statement
certifying  to  Beneficiary,  or to  any  proposed  transferee  of  the  Secured
Obligations,  (a) the  balance  of  principal,  interest,  and  other  sums then
outstanding  under the Note, and (b) whether  Trustor claims to have any offsets
or defenses  with respect to the Secured  Obligations  and, if so, the nature of
such offsets or defenses.

         4.14  Parking  Requirements.   Trustor  shall  maintain  at  all  times
sufficient parking spaces to comply, in all material respects,  with the parking
requirements of all Leases, zoning and other regulations affecting the Property.

                                       12
<PAGE>

         4.15  Financial  Statements  and  Inspection  of Records.  Trustor,  at
Trustor's expense,  shall furnish to Beneficiary the financial and other reports
required by the Loan Agreement.

         4.16 Security Deposits. Upon the occurrence of a Default and during its
continuance,  required by the Beneficiary,  Trustor shall keep and maintain in a
separate Beneficiary account with Beneficiary,  any security deposits or advance
payments  received  from  tenants  in  lieu  of  security  deposits.   Upon  the
Beneficiary's request, the Beneficiary shall be named on the Beneficiary account
and no funds shall be withdrawn  therefrom  without the prior written consent of
the Beneficiary.

         4.17 Acceptance of Trust; Powers and Duties of Trustee.

             (a) Trustee accepts this trust when this Deed of Trust is delivered
by Trustor to Beneficiary.  Except as may be required by applicable law, Trustee
may from time to time apply to any court of competent  jurisdiction  for aid and
direction in the  execution of the trust  hereunder and the  enforcement  of the
rights  and  remedies  available  hereunder,  and may  obtain  orders or decrees
directing or confirming or approving acts in the execution of said trust and the
enforcement of said remedies.

             (b) Trustee  shall not be  required  to take any action  toward the
execution and  enforcement of the trust hereby  created or to institute,  appear
in, or defend any action,  suit, or other  proceeding  in  connection  therewith
where, in his opinion,  such action would be likely to involve him in expense or
liability,  unless  requested  so  to  do  by a  written  instrument  signed  by
Beneficiary and, if Trustee so requests, unless Trustee is tendered security and
indemnity  satisfactory  to  Trustee  against  any and all  cost,  expense,  and
liability arising therefrom. Trustee shall not be responsible for the execution,
acknowledgment,   or  validity  of  the  Loan  Documents,   or  for  the  proper
authorization  thereof, or for the sufficiency of the lien and security interest
purported to be created hereby,  and Trustee makes no  representation in respect
thereof or in respect of the rights, remedies, and recourses of Beneficiary.

             (c) With the approval of Beneficiary,  Trustee shall have the right
to take any and all of the following actions: (i) to select,  employ, and advise
with counsel  (who may be, but need not be,  counsel for  Beneficiary)  upon any
matters  arising   hereunder,   including  the   preparation,   execution,   and
interpretation of the Loan Documents, and shall be fully protected in relying as
to legal matters on the advice of counsel, (ii) to execute any of the trusts and
powers hereof and to perform any duty hereunder  either  directly or through his
agents or attorneys,  (iii) to select and employ,  in and about the execution of
his duties hereunder, suitable accountants,  engineers and other experts, agents
and  attorneys-in-fact,  either  corporate or  individual,  not regularly in the
employ of Trustee,  and Trustee  shall not be answerable  for any act,  default,


                                       13
<PAGE>

negligence,  or  misconduct  of any such  accountant,  engineer or other expert,
agent or attorney-in-fact, if selected with reasonable care, or for any error of
judgment or act done by Trustee in good faith,  or be otherwise  responsible  or
accountable  under any  circumstances  whatsoever,  except for  Trustee's  gross
negligence or bad faith, and (iv) any and all other lawful action as Beneficiary
may  instruct  Trustee  to take  to  protect  or  enforce  Beneficiary's  rights
hereunder.  Trustee shall not be personally  liable in case of entry by Trustee,
or anyone  entering by virtue of the powers herein granted to Trustee,  upon the
Property  for debts  contracted  for or  liability  or damages  incurred  in the
management or operation of the Property. Trustee shall have the right to rely on
any  instrument,  document,  or signature  authorizing  or supporting any action
taken or proposed to be taken by Trustee hereunder,  believed by Trustee in good
faith to be genuine.  Trustee  shall be entitled to  reimbursement  for expenses
incurred by Trustee in the  performance  of Trustee's  duties  hereunder  and to
reasonable  compensation  for such of Trustee's  services  hereunder as shall be
rendered.  TRUSTOR WILL, FROM TIME TO TIME, PAY THE REASONABLE  COMPENSATION DUE
TO TRUSTEE  HEREUNDER AND REIMBURSE TRUSTEE FOR, AND INDEMNIFY AND HOLD HARMLESS
TRUSTEE  AGAINST,  ANY AND ALL LIABILITY AND  REASONABLE  EXPENSES  WHICH MAY BE
INCURRED BY TRUSTEE IN THE PERFORMANCE OF TRUSTEE'S DUTIES.

             (d) All moneys received by Trustee shall,  until used or applied as
herein provided, be held in trust for the purposes for which they were received,
but need not be  segregated  in any manner from any other moneys  (except to the
extent  required by applicable  law) and Trustee shall be under no liability for
interest on any moneys received by Trustee hereunder.

             (e) Should any deed,  conveyance,  or  instrument  of any nature be
required  from  Trustor by any Trustee or  substitute  Trustee to more fully and
certainly vest in and confirm to the Trustee or substitute Trustee such estates,
rights,  powers,  and duties,  then,  upon request by the Trustee or  substitute
Trustee,  any and all such deeds,  conveyances  and  instruments  shall be made,
executed,  acknowledged, and delivered and shall be caused to be recorded and/or
filed by Trustor.

             (f) By  accepting or  approving  anything  required to be observed,
performed,  or  fulfilled  or to be  given  to  Trustee  pursuant  to  the  Loan
Documents,  including  without  limitation,  any deed,  conveyance,  instrument,
officer's  certificate,  balance  sheet,  statement  of profit and loss or other
financial statement,  survey,  appraisal, or insurance policy, Trustee shall not
be  deemed  to have  warranted,  consented  to,  or  affirmed  the  sufficiency,
legality, effectiveness, or legal effect of the same, or of any term, provision,
or condition  thereof,  and such acceptance or approval  thereof shall not be or
constitute any warranty or affirmation with respect thereto by Trustee.

                                       14
<PAGE>

         4.18 Compensation; Exculpation; Indemnification.

             (a)  Trustor  shall pay  Trustee's  reasonable  fees and  reimburse
Trustee for reasonable  expenses in the administration of this trust,  including
reasonable  attorneys'  fees.  Trustor  shall  pay  to  Beneficiary   reasonable
compensation  for services  rendered  concerning  this Deed of Trust,  including
without  limit any  statement  of amounts  owing under any  Secured  Obligation.
Beneficiary  shall not directly or  indirectly be liable to Trustor or any other
person as a  consequence  of (i) the exercise of the rights,  remedies or powers
granted to  Beneficiary  in this Deed of Trust;  (ii) the  failure or refusal of
Beneficiary to perform or discharge any obligation or liability of Trustor under
any agreement related to the Property or Collateral or under this Deed of Trust;
or (iii) any loss  sustained  by  Trustor  or any  third  party  resulting  from
Beneficiary's failure (whether by malfeasance, nonfeasance or refusal to act) to
lease the Property after a Default  (defined in the Loan  Agreement) or from any
other act or omission  (regardless  of whether same  constitutes  negligence) of
Beneficiary  in managing the Property  after a Default unless the loss is caused
by the  gross  negligence  or  willful  misconduct  of  Beneficiary  and no such
liability shall be asserted  against or imposed upon  Beneficiary,  and all such
liability is hereby expressly waived and released by Trustor.

             (b) TRUSTOR INDEMNIFIES TRUSTEE AND BENEFICIARY  AGAINST, AND HOLDS
TRUSTEE AND BENEFICIARY HARMLESS FROM, ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS,
CAUSES OF  ACTION,  JUDGMENTS,  COURT  COSTS,  ATTORNEYS'  FEES AND OTHER  LEGAL
EXPENSES,  COST OF  EVIDENCE  OF TITLE,  COST OF  EVIDENCE  OF VALUE,  AND OTHER
EXPENSES WHICH EITHER MAY SUFFER OR INCUR:  (i) BY REASON OF THIS DEED OF TRUST;
(ii) BY REASON  OF THE  EXECUTION  OF THIS  TRUST OR IN  PERFORMANCE  OF ANY ACT
REQUIRED OR PERMITTED  HEREUNDER OR BY LAW;  (iii) AS A RESULT OF ANY FAILURE OF
TRUSTOR  TO  PERFORM  TRUSTOR'S  OBLIGATIONS;  OR (iv) BY REASON OF ANY  ALLEGED
OBLIGATION OR UNDERTAKING ON  BENEFICIARY'S  PART TO PERFORM OR DISCHARGE ANY OF
THE  REPRESENTATIONS,  WARRANTIES,  CONDITIONS,  COVENANTS OR OTHER  OBLIGATIONS
CONTAINED IN ANY OTHER DOCUMENT  RELATED TO THE SUBJECT PROPERTY AND COLLATERAL.
THE ABOVE  OBLIGATION  OF TRUSTOR TO  INDEMNIFY  AND HOLD  HARMLESS  TRUSTEE AND
BENEFICIARY   SHALL  SURVIVE  THE  RELEASE  AND   CANCELLATION  OF  THE  SECURED
OBLIGATIONS  AND THE  RELEASE  OR  PARTIAL  RELEASE  OF THE LIEN OF THIS DEED OF
TRUST.

             (c) Trustor  shall pay all amounts and  indebtedness  arising under
this Section 4.18  immediately  upon demand by Trustee or  Beneficiary  together


                                       15
<PAGE>

with  interest  thereon  from the date the  indebtedness  arises  at the rate of
interest  then  applicable  to the  principal  balance of the Note as  specified
therein.

         4.19 Substitution of Trustees. Beneficiary may, from time to time, by a
written instrument  executed and acknowledged by Beneficiary,  mailed to Trustor
and  recorded in the county in which the  Property  is located and by  otherwise
complying  with the  provisions  of  applicable  law,  substitute a successor or
successors  to  any  Trustee  named  herein  or  acting   hereunder,   and  such
successor(s) shall, without conveyance from the Trustee predecessor,  succeed to
all title, estate, rights, powers and duties of such predecessor.

                                   ARTICLE 5
                          TRUSTOR'S NEGATIVE COVENANTS

         5.1 Waste.  Trustor will not commit or permit any waste with respect to
the Property or the Collateral.

         5.2 Zoning and Private  Covenants.  Except as specifically  provided in
the Loan Agreement, if at all, Trustor will not initiate, join in, or consent to
any change in any zoning  ordinance or  classification,  any change in the "zone
lot" or "zone lots" (or similar zoning unit or units)  presently  comprising the
Property,  any change in any private restrictive  covenant, or any change in any
other public or private  restriction  limiting or defining the uses which may be
made of the Property or any part thereof, without the express written consent of
Beneficiary,  which consent shall not be unreasonably  withheld,  conditioned or
delayed. If under applicable zoning provisions the use of all or any part of the
Property is or becomes a nonconforming  use,  Trustor will not cause such use to
be discontinued or abandoned without the express written consent of Beneficiary.

         5.3  Due on  Sale  or  Encumbrance.  Except  as  provided  in the  Loan
Agreement,  if the Property or any interest  therein shall be sold,  transferred
(including,  without  limitation,  through  sale or  transfer  of a majority  or
controlling interest of the corporate stock or general partnership  interests or
limited liability company interests of Trustor),  mortgaged,  assigned,  further
encumbered  or leased,  whether  directly or  indirectly,  whether  voluntarily,
involuntarily  or by  operation  of law,  without the prior  written  consent of
Beneficiary,  then Beneficiary,  in its sole discretion, may declare all Secured
Obligations immediately due and payable.

         5.4 Transfer or Removal of Tangible Personalty.  Trustor will not sell,
transfer or remove from the Property  all or any  material  part of the Tangible
Personalty, unless the items sold, transferred, or removed are contemporaneously
replaced with similar items of equal or greater value.

                                       16
<PAGE>

         5.5  Further  Encumbrance  of  Collateral.  Trustor  will  not make any
purchase or conditional  sale,  lease or agreement under which title is reserved
in the vendor of any  Collateral to be placed in or upon any of the buildings or
improvements  on the said  Property;  nor  create or  permit  any  junior  lien,
security interest or other encumbrance  against the Collateral without the prior
written consent of Beneficiary.

         5.6  Change of Name.  Trustor  will not  change  the name  under  which
Trustor does business,  or adopt or begin doing business under any other name or
assumed  or  trade  name,  without  first  notifying  Beneficiary  of  Trustor's
intention to do so and delivering to Beneficiary such executed  modifications or
supplements of this Deed of Trust (and to any financing  statement  which may be
filed in connection herewith) as Beneficiary may require, except as specifically
permitted in the Loan Agreement.

         5.7  Improper Use of Property or  Collateral.  Trustor will not use the
Property or the Collateral for any purpose or in any manner,  or take any action
with respect to the Property which violates any applicable  law,  ordinance,  or
other governmental requirement,  the requirements or conditions of any insurance
policy, or any private covenant.

         5.8 Right Of Inspection.  Beneficiary,  its agents and  employees,  may
enter the  Property at any  reasonable  time for the purpose of  inspecting  the
Property and ascertaining Trustor's compliance with the terms hereof.

                                   ARTICLE 6
                                EVENTS OF DEFAULT

         Each of the  following  events will  constitute a default (an "Event of
Default") under this Deed of Trust and under each of the other Loan Documents:

         6.1  Failure  to Pay.  Default  shall  be made  in the  payment  of any
installment of principal or interest on the Note or any other sum under the Loan
Documents when due (after giving consideration to (a) any grace period which may
be applicable under such document and (b) any notice which may be required under
such document).

         6.2 Loan  Agreement.  The  occurrence  of an Event of Default under the
Loan Agreement.

         6.3 Cross  Default.  A default  under that certain  Mortgage,  Security
Agreement,  Financing  Statement and Absolute  Assignment of Rents and Revenues,
dated of even date  herewith,  executed  by the  Community  Savanna  Club  Joint
Venture, which secures the Note and encumbers property situated in the County of
St. Lucie, State of Florida, and such default is not cured within the applicable
cure periods, if any.

                                       17
<PAGE>

         6.4 Superior Lien Against the  Property.  The assertion of any claim of
priority  over this Deed of Trust,  by title,  lien,  or otherwise in any legal,
administrative,  or equitable proceeding, unless such assertion be withdrawn, or
effective   action   satisfactory  to  Beneficiary   commenced  (and  thereafter
diligently  prosecuted)  and  Beneficiary is secured  against any loss or damage
therefrom, within 30 days of the assertion of such claim.

         6.5  Abandonment.  The actual or  constructive  abandonment of all or a
substantial  portion  of  the  Property  or  the  Collateral  (such  abandonment
constituting an assignment to Beneficiary, at Beneficiary's option, of Trustor's
interest in any lease or  contract  now or  hereafter  affecting  the  abandoned
property).

         6.6 Valid First Lien.  The failure of Beneficiary to have a valid first
lien against the entire  Property and  Collateral as to all advances made now or
at any time in the future pursuant to the Note, this Deed of Trust, or any other
Loan Documents.

         6.7 Breach of Covenant.  Trustor's failure to keep,  observe,  perform,
carry out,  and execute in all  material  respects  the  covenants,  agreements,
obligations,  and  conditions  (other than those set out in Sections 6.1 through
6.2, above) set out in this Deed of Trust, the Note, the Loan Agreement, and any
other Loan Document  executed by Trustor in  connection  with or as security for
the Note, unless such failure is cured to Beneficiary's  satisfaction  following
written notice by  Beneficiary to Trustor of such failure.  Such notice shall be
titled  "Notice of Default" and shall  specify the default and, if curable,  the
time for cure of such  default set forth in the Loan  Documents,  and if no time
for cure is specified in the Loan Documents, the time for cure shall be 30 days;
provided,  however,  an Event of Default shall not be deemed to have occurred if
the  Default is not  curable  within the  applicable  cure period so long as the
Trustor  promptly  gives  written  notice  to  the  Beneficiary  describing  the
Trustor's  plan of cure and  schedule  to cure and  commences  such cure  within
thirty  (30) days of notice  of  Default,  and  diligently  pursues  the cure to
completion  within  ninety  (90) days of the  notice of  Default.  The Notice of
Default may be sent  simultaneously  with or in lieu of any other default notice
necessary  to  initiate a grace or cure  period  under this Deed of Trust or any
other Loan Document.

                                   ARTICLE 7
                             BENEFICIARY'S REMEDIES

         Immediately  upon or any time  after  the  occurrence  of any  Event of
Default  hereunder,  Beneficiary may exercise any remedy  available at law or in
equity,  including but not limited to those listed below and those listed in the
other Loan  Documents,  in such  sequence  or  combination  as  Beneficiary  may
determine in Beneficiary's sole discretion:

                                       18
<PAGE>

         7.1  Performance  of Defaulted  Obligations.  Beneficiary  may make any
payment or perform any other  obligation  under the Loan Documents which Trustor
has  failed  to  make  or  perform,  and  Trustor  hereby  irrevocably  appoints
Beneficiary as the true and lawful attorney-in-fact for Trustor to make any such
payment  and  perform  any  such  obligation  in  the  name  of  Trustor,  which
appointment  is coupled  with  Beneficiary's  interest in the  Property  and the
Collateral. All payments made and expenses (including reasonable attorneys' fees
and legal assistant's fees) incurred by Beneficiary in this connection, together
with interest  thereon at the Default  Rate, as set forth in the Note,  from the
date paid or incurred until repaid,  will be part of the Secured Obligations and
will be immediately due and payable by Trustor to Beneficiary.

         7.2 Specific  Performance and Injunctive  Relief.  Notwithstanding  the
availability of legal remedies,  Beneficiary will be entitled to obtain specific
performance,  mandatory or prohibitory  injunctive  relief,  or other  equitable
relief requiring Trustor to cure or refrain from repeating any default.

         7.3  Acceleration  of Secured  Obligations.  Beneficiary  may,  without
notice or demand,  declare all of the Secured  Obligations  immediately  due and
payable in full.

         7.4 Possession of Property.  Beneficiary  may enter and take possession
of the Property without seeking or obtaining the appointment of a receiver,  may
employ a managing agent for the Property, with respect to all or any part of the
Property,  either in  Beneficiary's  name or in the name of  Trustor;  provided,
however,  it is not  the  intention  of the  parties  hereto  that an  entry  by
Beneficiary  or a managing  agent upon the Real Property under the terms of this
Deed of Trust shall make  Beneficiary a party in possession in  contemplation of
the law, except at the option of Beneficiary.

         7.5  Enforcement of Security  Interests.  Beneficiary  may exercise all
rights  of a  secured  party  under the Code  with  respect  to the  Collateral,
including  but not limited to taking  possession  of,  holding,  and selling the
Collateral  and enforcing or otherwise  realizing  upon any accounts and general
intangibles.  Any requirement for reasonable notice of the time and place of any
public sale, or of the time after which any private sale or other disposition is
to be made, will be satisfied by Beneficiary's  giving of such notice to Trustor
at least 15 days  prior to the time of any public  sale or the time after  which
any private sale or other intended disposition is to be made. The Collateral may
be  sold by the  Trustee  as part of the  foreclosure  sale of the  Property  as
specifically permitted by A.R.S. Section 47-9501.D.

         7.6 Judicial  Foreclosure.  Commence an action to foreclose the lien of
this Deed of Trust as a mortgage,  appoint a receiver,  or specifically  enforce
any of the covenants hereof;

                                       19
<PAGE>

         7.7 Power of Sale.  Exercise  the power of sale  herein  contained  and
deliver to Trustee a written statement of breach, notice of default and election
to cause Trustor's interest in the Property to be sold; or

         7.8 Other Rights and  Remedies.  Exercise all other rights and remedies
provided  herein,  in any Loan  Document or other  document or agreement  now or
hereafter   securing  or  guaranteeing   all  or  any  portion  of  the  Secured
Obligations,  or by law, including,  without limitation, the rights and remedies
provided in A.R.S. Section 33-702.B.

         7.9 Exercise of Power of Sale.  If  Beneficiary  elects to exercise the
power of sale  herein  contained,  Beneficiary  shall  notify  Trustee and shall
deposit  with  Trustee  this  Deed of Trust and the Note and such  receipts  and
evidence of expenditures made and secured hereby as Trustee may require.

             (a) Upon  receipt of such  statement  and notice from  Beneficiary,
Trustee  shall cause to be  recorded,  published  and  delivered to Trustor such
Notice  of Sale as then  required  by law.  Trustee  shall,  without  demand  on
Trustor,  after  lapse of such  time as may then be  required  by law and  after
recordation  of such  Notice of Sale and  Notice of Sale  having  been  given as
required by law,  sell the Property at the time and place of sale fixed by it in
said Notice of Sale,  either as a whole, or in separate lots or parcels or items
as Trustee  shall deem  expedient,  and in such  order as it may  determine,  at
public  auction to the  highest  bidder  for cash in lawful  money of the United
States  payable at the time of sale.  Trustee shall deliver to such purchaser or
purchasers  thereof its good and sufficient deed or deeds conveying the property
so sold, but without any covenant or warranty,  express or implied. The recitals
in  such  deed  of any  matters  or  facts  shall  be  conclusive  proof  of the
truthfulness  thereof.  Any  person,  including,  without  limitation,  Trustor,
Trustee or Beneficiary,  may purchase at such sale and Trustor hereby  covenants
to warrant and defend the title of such purchaser or purchasers.

             (b) After deducting all costs,  fees and expenses of Trustee and of
this Deed of Trust, including, without limitation, Trustee's fees and reasonable
attorneys' fees, and costs of evidence of title in connection with sale, Trustee
shall apply the proceeds of sale in the following  priority,  to payment of: (i)
first, all sums expended under the terms of the Loan Documents, not then repaid,
with accrued interest at the Default Rate (as defined in the Note); (ii) second,
all sums due under the Note, (iii) all other sums, then secured hereby; and (iv)
the remainder,  if any, to the person or persons legally  entitled thereto or as
provided in A.R.S. Section 33-812 or any similar or successor statute.

             (c) Subject to A.R.S. Section 33-810.B.,  Trustee may postpone sale
of all or any portion of the  Property by public  announcement  at such time and
place of sale, and from time to time thereafter may postpone such sale by public


                                       20
<PAGE>

announcement or subsequently  noticed sale, and without further notice make such
sale at the time fixed by the last postponement,  or may, in it discretion, give
a new notice of sale.

         7.10  Enforcement of Security  Interests.  Beneficiary may exercise all
rights of a secured party under the Uniform  Commercial Code with respect to the
Collateral,  including but not limited to taking  possession  of,  holding,  and
selling the  Collateral  and enforcing or otherwise  realizing upon any accounts
and general  intangibles.  Any requirement for reasonable notice of the time and
place of any public  sale,  or of the time after which any private sale or other
disposition  is to be made,  will be satisfied by  Beneficiary's  giving of such
notice to Trustor  at least 15 days prior to the time of any public  sale or the
time after which any private sale or other  intended  disposition is to be made.
If permitted by statute or court  decision,  the  Collateral  may be sold by the
Beneficiary as part of the foreclosure sale of the Property.

         7.11  Appointment  of Receiver.  Beneficiary  shall be  entitled,  as a
matter of absolute right and without regard to the value of any security for the
Secured  Obligations  or the  solvency  of any person  liable  therefor,  to the
appointment  of a  receiver  for the  Property,  the  Leases  and the  Rents and
Revenues  upon ex parte  application  to any  court of  competent  jurisdiction.
Trustor  waives  any right to any  hearing  or notice  of  hearing  prior to the
appointment of a receiver.

         7.12  Right  to Make  Repairs,  Improvements.  Should  any  part of the
Property come into the possession of  Beneficiary or a receiver,  whether before
or after an Event of Default,  Beneficiary or the receiver and receiver's agents
shall be empowered:

             (a) To take possession of the Property,  Leases, Rents and Revenues
and any  business  conducted  by Trustor  or any other  person  thereon  and any
business  assets  used  in  connection  therewith  and  any  Property  in  which
Beneficiary  has a security  interest  granted by Trustor  and, if the  receiver
deems it appropriate, to operate the same;

             (b)  To  exclude  Trustor  and  Trustor's  agents,   servants,  and
employees from the Property;

             (c) With or without taking  possession of the Property,  to collect
the Rents and Revenues, including those past due and unpaid;

             (d) To rent, lease or let all or any portion of the Property to any
party or parties at such  rental and upon such terms as the  Beneficiary  shall,
and to pay  any  leasing  or  rental  commissions  associated  therewith  in its
discretion, determine;

                                       21
<PAGE>

             (e) To continue the development, marketing and sale of the Property
or any portion thereof;

             (f) To complete any  construction  or  development  which may be in
progress;

             (g) To do such maintenance and make such repairs and alterations as
the receiver deems necessary;

             (h) To use  all  stores  of  materials,  supplies  and  maintenance
equipment on the Property and to replace and replenish such items at the expense
of the receivership estate;

             (i) To pay the operating expenses of the Property,  including costs
of  management  and leasing or  marketing  thereof  (which shall  include  lease
commissions,  sale  commissions),  payments  under  contracts and agreements for
development and construction;

             (j) To pay all taxes and  assessments  against the Property and any
property  which is  collateral  for the Secured  Obligations,  all  premiums for
insurance thereon,  all utility and other operating  expenses,  and all sums due
under any prior or subsequent encumbrance;

             (k) To borrow from the Beneficiary  such funds as may be reasonably
necessary to the effective  exercise of the receiver's  powers, on such terms as
may be agreed upon by the receiver and the Beneficiary, but not in excess of the
Default Rate under the Note; and

             (l) Generally do anything which Trustor could legally do if Trustor
were in possession of the Property.

All reasonable  expenses  incurred by the receiver or the receiver's agent shall
constitute  part of the  Secured  Obligations.  Any  revenues  collected  by the
receiver shall be applied first to the expenses of the  receivership  (including
reasonable  attorneys'  fees  incurred by the receiver and by  Beneficiary),  to
expenses of the  Property,  and to preserve,  protect,  maintain and operate the
Property and any other collateral which is security for the Secured Obligations,
and  the  balance  shall  be  applied  toward  the  Secured  Obligations  or any
deficiency  which may result from any  foreclosure  sale, and then in such other
manner  as the court may  direct.  Unless  sooner  terminated  with the  express
consent  of the  Beneficiary,  any such  receivership  will  continue  until all
amounts  remaining  due under the Note have been  discharged  in full,  or until
title to the  Property  has passed  after  foreclosure  sale and all  applicable
periods of redemption have expired, and in either case, the court has discharged
the receiver.  Trustor covenants to promptly reimburse and pay to Beneficiary or
such receiver, at the place where the Note is payable, or at such other place as
may be designated in writing,  the amount of all reasonable  expenses (including
the cost of any insurance,  taxes, or other charges)  incurred by Beneficiary or


                                       22
<PAGE>

such receiver in connection with its custody,  preservation, use or operation of
the  Property,  together  with  interest  thereon  from  the  date  incurred  by
Beneficiary  or such receiver at the Default Rate, as set forth in the Note, and
all such expenses,  costs, taxes,  interest,  and other charges shall be part of
the Secured Obligations. It is agreed, however, that the risk of accidental loss
or damage to the Property is undertaken by Trustor and, except for Beneficiary's
or such receiver's willful  misconduct or gross negligence,  Beneficiary or such
receiver  shall  have no  liability  whatsoever  for  decline  in  value  of the
Property,  for  failure  to obtain or  maintain  insurance,  or for  failure  to
determine  whether any insurance ever in force is adequate as to amount or as to
the risks insured, or to complete development.

         7.13 Further  Assurances.  Upon issuance of a deed or deeds pursuant to
foreclosure of this Deed of Trust, all right, title, and interest of the Trustor
in and to the Leases shall, by virtue of this instrument,  thereupon vest in and
become the  absolute  property  of the grantee or grantees in such deed or deeds
without any further act or assignment by the Trustor.  Trustor  hereby agrees to
execute all  instruments  of  assignment  or further  assurance in favor of such
grantee or grantees in such deed or deeds,  as may be  reasonably  necessary  or
desirable  for  such  purpose.   But  nothing  contained  herein  shall  prevent
Beneficiary from terminating any subordinated  Lease or Contract not approved by
the Beneficiary through such foreclosure.

                                   ARTICLE 8
                        ASSIGNMENT OF RENTS AND REVENUES

         8.1  Assignment  of Rents and Revenues.  To further  secure the Secured
Obligations,  Trustor does hereby sell, assign and transfer unto the Beneficiary
all rents, issues, profits,  revenue, and income now due and which may hereafter
become  due  under or by virtue  of any  leases,  tenancies  or  agreements  for
occupancy  "Leases"  (collectively  "Rents and  Revenues"),  whether  written or
verbal,  or any letting of, or of any  agreement for the use or occupancy of the
Property or any part thereof,  and all proceeds from,  evidence of, and benefits
and advantages to be derived therefrom,  now or hereafter  existing,  whether or
not with the Beneficiary's approval. The Trustor does hereby appoint irrevocably
the  Beneficiary  its true and lawful  attorney  in its name and stead  (with or
without  taking   possession  of  the  Property)  to  rent,  lease  or  let  any
improvements  located on the Property,  to perform any obligations  under Leases
upon  such  terms  as said  Beneficiary  shall,  in its  reasonable  discretion,
determine,  and to  collect  all of said  Rents  and  Revenues  arising  from or
accruing at any time hereafter, and all now due or that may hereafter become due
under each and every of the Leases or other  agreements,  written or verbal,  or
which may hereafter  exist on the Property,  on the condition  that  Beneficiary
hereby grants to Trustor a license to collect and retain such Rents and Revenues
prior to the  occurrence  of any  Event of  Default  under  the Loan  Agreement.
Trustor  expressly  covenants  to apply the Rents and  Revenue  received,  after
application  for  operating  expenses  permitted  hereunder,  to  payment of the
Secured  Obligations as and when the same become due and in compliance  with the


                                       23
<PAGE>

Loan Documents. Such license shall be revocable by Beneficiary without notice to
Trustor at any time upon or after an Event of Default under the Loan  Documents,
and  immediately  upon any such  revocation,  Beneficiary  shall be  entitled to
receive,  and  Trustor  shall  deliver  to  Beneficiary,  any and all  Rents and
Revenues  theretofore  collected by Trustor  which remain in the  possession  or
control of Trustor and all Leases and other such agreements. It is the intention
of the Trustor to create and grant,  and it is the intention of  Beneficiary  to
create and  receive,  a present and  absolute  assignment  of all of the Leases,
similar agreements, Rents and Revenue now due or which may hereafter become due,
but it is agreed that the Beneficiary's  right to collect the Rents and Revenues
is  conditioned  upon  the  existence  of an  Event of  Default  under  the Loan
Documents.  Failure of  Beneficiary  at any time or from time to time to enforce
its rights under this ARTICLE 8 shall not in any manner  prevent its  subsequent
enforcement, and Beneficiary is not obligated to collect anything hereunder, but
is  accountable  only for sums  collected.  Nothing  contained  herein  shall be
construed as  constituting  the  Beneficiary  a mortgagee in  possession  in the
absence of the taking of actual  possession  of the Property by the  Beneficiary
pursuant to Section 8.6  (Beneficiary's  Right of Possession In Case of Default)
hereof.  In the exercise of the powers  herein  granted to the  Beneficiary,  no
liability  shall be  asserted  or enforced  against  the  Beneficiary,  all such
liability being expressly waived and released by Trustor.

         8.2 Covenants Regarding Leases. Trustor agrees:

             (a) Not to execute any Leases  affecting  the  Property or any part
thereof except on residential lease forms reasonably approved by the Beneficiary
and upon  rental  terms  prevailing  in the market,  without  the prior  written
consent  of  Beneficiary,  which  consent  shall not be  unreasonably  withheld,
conditioned or delayed;

             (b) Not to  execute  any other  assignments  of said  Leases or any
interest therein or any of the Rents and Revenues thereunder;

             (c) That  notwithstanding any variation of the terms of the Deed of
Trust or any extension of time for payment  thereunder or any release of part or
parts of the Property,  the Leases, Rents and Revenues hereby assigned,  insofar
as they relate to the unreleased Property, shall continue as additional security
in accordance with the terms hereof;

             (d) To hold and  account  for all  security  deposits in the manner
provided  for under  any state or local  laws or  ordinances  applicable  to the
Property or under the Loan Documents; and

                                       24
<PAGE>

             (e) To perform all of the Trustor's  covenants and agreements under
the Leases and not to suffer or permit to occur any release of  liability of the
lessees except in the exercise of its business judgment as a prudent landlord.

         8.3 Representations  Regarding Leases.  Trustor represents and warrants
(a) that, the Leases, if any, are in full force and effect;  (b) that the Leases
and the Rents and Revenues  thereunder have not been heretofore sold,  assigned,
transferred,  or set over by Trustor or by any person or persons whatsoever; (c)
that no material  default exists on the part of the lessees  thereunder,  or the
Trustor  as  lessor;  (d) that the  payment  of none of the rents  have been or,
except to the extent  otherwise  prudent under  customary  commercial  standards
exercised in the ordinary course of business, will be waived, released, reduced,
discounted or otherwise  discharged or  compromised  by the Trustor  directly or
indirectly by assuming any lessee's  obligations with respect to other premises;
(e) Trustor has good right to sell, assign,  transfer, and set over the same and
to grant to and confer upon  Beneficiary  the  rights,  interests,  powers,  and
authorities herein granted and conferred.

         8.4 Further  Assignments.  Trustor shall give  Beneficiary  at any time
upon demand any further or  additional  forms of  assignment of transfer of such
Rents and  Revenues,  leases and  security  as may be  reasonably  requested  by
Beneficiary, and shall deliver to Beneficiary executed copies of all such leases
and security.

         8.5 Authority of  Beneficiary.  Any tenants or occupants of any part of
the  Property  are hereby  authorized  to  recognize  the claims of  Beneficiary
hereunder without  investigating the reason for any action taken by Beneficiary,
or the  validity  or the amount of  indebtedness  owing to  Beneficiary,  or the
existence  of a Default  or Event of  Default  under any Loan  Document,  or the
application to be made by Beneficiary of any amounts to be paid to  Beneficiary.
The sole  signature of  Beneficiary  or a receiver  shall be sufficient  for the
exercise of any rights under this ARTICLE 8 and the sole receipt of  Beneficiary
or a  receiver  for any sums  received  shall be a full  discharge  and  release
therefor  to any such tenant or occupant  of the  Property;  and Trustor  hereby
releases  each such tenant and  occupant or  purchaser  which makes  payments to
Beneficiary  under this ARTICLE 8 from any liability under the applicable  Lease
or  occupancy  agreement.  Checks for all or any part of the  rentals  collected
under this ARTICLE 8 shall be drawn to the  exclusive  order of  Beneficiary  or
such receiver.

         8.6  Indemnification of Beneficiary.  Nothing herein contained shall be
deemed to obligate Beneficiary to perform or discharge any obligation,  duty, or
liability of lessor under any Lease of the Property,  and Trustor shall and does
hereby indemnify and hold Beneficiary harmless from any and all liability, loss,
or damage which  Beneficiary  may or might incur under any Lease of the Property
or by reason of this assignment; and any and all such liability, loss, or damage
incurred  by  Beneficiary,  together  with the  costs  and  expenses,  including


                                       25
<PAGE>

reasonable  attorneys' fees, incurred by Beneficiary in defense of any claims or
demands  therefor  (whether  successful  or not),  shall be  additional  Secured
Obligations, and Trustor shall reimburse Beneficiary therefor on demand.

         8.7 Beneficiary's  Right of Possession in Case of Event of Default.  In
any case in which under the provision of this Deed of Trust, the Beneficiary has
a right to institute foreclosure proceedings,  whether before or after the whole
principal  sum  secured  hereby is declared  to be  immediately  due, or whether
before or after the  institution  of legal  proceedings  to  foreclose  the lien
hereof or before or after sale thereunder,  promptly upon demand of Beneficiary,
Trustor shall surrender to Beneficiary and Beneficiary shall be entitled to take
actual  possession  of the  Property or any part thereof  personally,  or by its
agents or attorneys,  as for condition broken, and Beneficiary in its discretion
may,  with or without force and with or without  process of law,  enter upon and
take and maintain  possession of all or any part of the Property,  together with
all documents, books, records, papers and accounts of the Trustor or then owners
of the Property  relating  thereto,  and may exclude the Trustor,  its agents or
servants, wholly therefrom and may, as attorney-in-fact or agent of the Trustor,
or in its own name as  Beneficiary  and under the powers herein  granted,  hold,
operate,  manage and control the  Property  and  conduct the  business,  if any,
thereof,  either  personally  or by its agents,  and with full power to use such
measures,  legal or equitable,  as in its discretion or in the discretion of its
successors  or assigns may be deemed  proper or necessary to enforce the payment
or security of the rents, issues, revenues and profits of the Property.

         8.8 Severability  and Survival.  The provisions of this ARTICLE 8 shall
survive the  foreclosure  of the lien of this Deed of Trust and the  exercise of
the power of sale granted  under this Deed of Trust until the  expiration of all
periods of redemption following any such foreclosure or sale and thereafter with
respect to all Rents and Revenues arising prior to or attributable to the period
prior to the expiration of all such redemption periods.

                                   ARTICLE 9
                            MISCELLANEOUS PROVISIONS

         9.1 Time of the  Essence.  Time is of the essence  with  respect to all
provisions of this Deed of Trust.

         9.2 Rights and Remedies Cumulative.  Trustee and Beneficiary,  and each
of them,  shall be entitled to enforce payment and performance of any and all of
the Secured  Obligations  and to exercise  all rights and powers  under the Loan
Documents and under the law now or hereafter in effect,  notwithstanding some or
all of the Secured  Obligations  may now or hereafter  be  otherwise  secured or
guaranteed.  Neither the  acceptance of this Deed of Trust nor its  enforcement,
whether by court action or pursuant to the power of sale or other rights  herein


                                       26
<PAGE>

contained,  shall prejudice or in any manner affect  Trustee's or  Beneficiary's
right to realize upon or enforce any other security or guaranty now or hereafter
held by Trustee or  Beneficiary,  it being agreed that Trustee and  Beneficiary,
and each of them shall be entitled  to enforce  this Deed of Trust and any other
security or any guaranty now or hereafter held by Beneficiary or Trustee in such
order and  manner as they or  either  of them may in their  absolute  discretion
determine. No remedy herein conferred upon or reserved to Trustee or Beneficiary
is intended to be  exclusive  of any other  remedy  herein or by law provided or
permitted,  but each shall be cumulative and shall be in addition to every other
remedy given  hereunder or now or hereafter  existing under the law. Every power
or remedy given by any of the Loan Documents or by law to Trustee or Beneficiary
or to  which  either  of  them  may be  otherwise  entitled,  may be  exercised,
concurrently or  independently,  from time to time and as often as may be deemed
expedient by Trustee or Beneficiary  and, to the extent permitted by law, either
of them may pursue inconsistent remedies

         9.3 No Implied Waivers.  Beneficiary shall not be deemed to have waived
any  provision  of this Deed of Trust  unless  such  waiver is in writing and is
signed  by  Beneficiary.  Without  limiting  the  generality  of  the  preceding
sentence,  neither  Beneficiary's  acceptance of any payment with knowledge of a
default by  Trustor,  nor any  failure by  Beneficiary  to  exercise  any remedy
following a default by Trustor shall be deemed a waiver of such default,  and no
waiver by Beneficiary of any particular  default on the part of Trustor shall be
deemed a waiver of any other default or of any similar default in the future.

         9.4 Trustor Waiver of Rights.  Trustor waives,  to the extent permitted
by law,  (a) the  benefit  of all laws now  existing  or that may  hereafter  be
enacted  providing  for  any  appraisement  before  sale of any  portion  of the
Property,  and (b) all rights of redemption,  valuation,  appraisement,  stay of
execution,  notice of election to mature or declare due the Secured  Obligations
and marshaling in the event of foreclosure of the liens hereby created,  and (c)
all rights and remedies  that Trustor may have or be able to assert by reason of
the laws of the State of  Arizona  pertaining  to the  rights  and  remedies  of
sureties including, without limitation, A.R.S. Sections 12-1641 through 12-1646,
and Arizona Rules of Civil Procedure 17(f).

         9.5 No Third Party Rights. No person shall be a third party beneficiary
of any  provision of this Deed of Trust.  All  provisions  of this Deed of Trust
favoring Beneficiary are intended solely for the benefit of Beneficiary,  and no
third party shall be entitled to assume or expect that  Beneficiary will or will
not waive or consent to modification of any such provision in Beneficiary's sole
discretion.

         9.6  Preservation  of Liability  and  Priority.  Without  affecting the
liability of Trustor or of any other person (except a person expressly  released
in writing) for payment and performance of all of the Secured  Obligations,  and


                                       27
<PAGE>

without  affecting  the rights of  Beneficiary  with respect to any security not
expressly released in writing,  and without impairing in any way the priority of
this Deed of Trust over the interests of any person  acquired or first evidenced
by recording subsequent to the recording hereof,  Beneficiary may, either before
or after the maturity of the Note,  and without  notice or consent:  (a) release
any person liable for payment or  performance  of all or any part of the Secured
Obligations; (b) make any agreement altering the terms of payment or performance
of all or  any  of  the  Secured  Obligations;  (c)  exercise  or  refrain  from
exercising,  or waive, any right or remedy which  Beneficiary may have under any
of the Loan Documents; (d) accept additional security of any kind for any of the
Secured Obligations;  or (e) release or otherwise deal with any real or personal
property  securing the Secured  Obligations.  Any person  acquiring or recording
evidence of any interest of any nature in the Property or the  Collateral  shall
be deemed, by acquiring such interest or recording any evidence thereof, to have
agreed and consented to any or all such actions by Beneficiary.

         9.7 Subrogation of Beneficiary.  Beneficiary shall be subrogated to the
lien of any previous  encumbrance  discharged with funds advanced by Beneficiary
under the Loan  Documents,  regardless of whether such previous  encumbrance has
been released of record.

         9.8 Notices. Any notice required or permitted to be given by Trustor or
Beneficiary  under  this Deed of Trust  shall be in  writing  and will be deemed
given (a) upon personal delivery or upon confirmed transmission by telecopier or
similar  facsimile  transmission  device,  (b) on the first  business  day after
receipted  delivery  to a courier  service  which  guarantees  next-business-day
delivery,  or (c) on the third  business day after  mailing,  by  registered  or
certified United States mail,  postage  prepaid,  in any case to the appropriate
party at its address set forth below:

         If to Trustor:

                  Asset Investors Operating Partnership, L.P.
                  c/o Asset Investors Corporation
                  3410 S. Galena Street, Suite 210
                  Denver, CO 80231
                  Attn: Chief Financial Officer
                  Telecopy No.: 303-614-9401

                                       28
<PAGE>


         With a copy to:

                  Joseph Gaynor, Esq.
                  Brandywine Real Estate Management Services Corporation
                  2637 McCormick Drive
                  Clearwater, Florida 33759-1041
                  Telecopy No.:  727-791-7920

         If to Beneficiary:

                  U.S. Bank National Association
                  918 Seventeenth Street, Fifth Floor
                  Denver, CO  80202
                  Attention:  Cyd Petre, Vice President
                  Telecopy No.: 303-585-4198

         With a copy to:

                  Gorsuch Kirgis LLP
                  Tower I, Suite 1000
                  1515 Arapahoe Street
                  Denver, CO   80202
                  Attention:  Connie B. Hyde, Esq.
                  Telecopy No.:  303-376-5001

Any person may change such person's  address for notices or copies of notices by
giving notice to the other party in accordance with this section.

         9.9 Further  Assurances.  Upon issuance of a deed or deeds  pursuant to
foreclosure of this Deed of Trust, all right, title, and interest of the Trustor
in and to the Leases shall, by virtue of this instrument,  thereupon vest in and
become the  absolute  property  of the grantee or grantees in such deed or deeds
without any further act or assignment by the Trustor.  Trustor  hereby agrees to
execute all  instruments  of  assignment  or further  assurance in favor of such
grantee or grantees in such deed or deeds,  as may be necessary or desirable for
such purpose.

         9.10  Defeasance.  Upon  payment  and  performance  in  full of all the
Secured  Obligations and all costs of releasing this Deed of Trust,  Beneficiary
will execute and deliver to Trustor such documents as may be required to release
this Deed of Trust of record.

         9.11  Illegality.  If any provision of this Deed of Trust is held to be
illegal, invalid, or unenforceable under present or future laws effective during
the term of this Deed of Trust, the legality,  validity,  and  enforceability of


                                       29
<PAGE>

the remaining  provisions  of this Deed of Trust shall not be affected  thereby,
and in lieu of each such illegal, invalid or unenforceable provision there shall
be added automatically as a part of this Deed of Trust a provision as similar in
terms to such illegal,  invalid,  or unenforceable  provision as may be possible
and be legal,  valid, and  enforceable.  If the rights and liens created by this
Deed of Trust  shall be invalid or  unenforceable  as to any part of the Secured
Obligations,  then the  unsecured  portion of the Secured  Obligations  shall be
completely paid prior to the payment of the remaining and secured portion of the
Secured  Obligations,  and all payments made on the Secured Obligations shall be
considered to have been paid on and applied first to the complete payment of the
unsecured portion of the Secured Obligations.

         9.12 Obligations Binding Upon Trustor's Successors.  This Deed of Trust
is binding upon Trustor and  Trustor's  successors  and assigns,  including  all
grantees  and remote  grantees of any interest of Trustor in the  Property,  and
shall inure to the benefit of Beneficiary,  and its successors and assigns,  and
the  provisions  hereof shall  likewise be covenants  running with the land. The
duties, covenants,  conditions,  obligations,  and warranties of Trustor in this
Deed of Trust shall be joint and several  obligations  of Trustor and  Trustor's
successors and assigns.

         9.13 Further  Assurances.  Upon issuance of a deed or deeds pursuant to
foreclosure of this Deed of Trust, all right, title, and interest of the Trustor
in and to the Leases shall, by virtue of this instrument,  thereupon vest in and
become the  absolute  property  of the grantee or grantees in such deed or deeds
without any further act or assignment by the Trustor.  Trustor  hereby agrees to
execute all  instruments  of  assignment  or further  assurance in favor of such
grantee or grantees in such deed or deeds,  as may be necessary or desirable for
such purpose.

         9.14  Governing  Law.  THIS  AGREEMENT  AND THE LOAN  DOCUMENTS AND THE
RIGHTS AND  OBLIGATIONS  OF THE PARTIES  HEREUNDER AND  THEREUNDER  SHALL IN ALL
RESPECTS BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF COLORADO  (WITHOUT  GIVING  EFFECT TO  COLORADO'S  PRINCIPLES OF
CONFLICTS  OF LAW),  EXCEPT TO THE  EXTENT  (A) OF  PROCEDURAL  AND  SUBSTANTIVE
MATTERS RELATING ONLY TO THE CREATION,  PERFECTION,  FORECLOSURE AND ENFORCEMENT
OF RIGHTS AND REMEDIES  AGAINST  SPECIFIC  COLLATERAL,  WHICH  MATTERS  SHALL BE
GOVERNED  BY THE LAWS OF THE  STATE IN WHICH  THE  COLLATERAL  IS  LOCATED  (THE
"COLLATERAL  STATE"),  AND (B) THAT THE LAWS OF THE UNITED STATES OF AMERICA AND
ANY RULES REGULATIONS, OR ORDERS ISSUED OR PROMULGATED THEREUNDER, APPLICABLE TO
THE AFFAIRS AND TRANSACTIONS ENTERED INTO BY THE BENEFICIARY,  OTHERWISE PREEMPT
COLLATERAL  STATE LAW OR COLORADO  LAW;  IN WHICH  EVENT SUCH  FEDERAL LAW SHALL


                                       30
<PAGE>

CONTROL. TRUSTOR HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF
ANY COLORADO OR FEDERAL COURT SITTING IN DENVER, COLORADO (OR ANY STATE IN WHICH
THE PROPERTY IS LOCATED) OVER ANY SUIT,  ACTION OR PROCEEDING  ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OF THE LOAN DOCUMENTS.

         9.15  Survival.  This Deed of Trust shall  survive  foreclosure  of the
liens created hereby, to the extent necessary to fulfill its purposes.

         9.16 Captions.  The captions and headings of various paragraphs of this
Deed of Trust are for  convenience  only and are not to be construed as defining
or limiting, in any way, the scope or intent of the provisions hereof.

         Signed and delivered as of the date first mentioned above.


                                            TRUSTOR:

                                            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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<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, as Sole Member and
Manager  of AIOP Lost  Dutchman  Notes,  L.L.C.,  a Delaware  limited  liability
company.

         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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