$40,000,000.00                                                 February  6, 2003

                             SECURED PROMISSORY NOTE

FOR VALUE  RECEIVED,  the  undersigned,  GREEN  RIVER AT  PALOMINO  PARK LLC,  a
Colorado  limited  liability  company,  whose  address  is  c/o  Wellsford  Park
Highlands Corp., 6700 Palomino Parkway,  Highlands Ranch,  Colorado 80130, Attn:
David M. Strong (the "Borrower"), promises to pay $40,000,000.00,  together with
interest  according to the terms of this secured  promissory note (this "Note"),
to the order of AUSA LIFE  INSURANCE  COMPANY,  INC., a New York life  insurance
company  (together with any future holder,  the "Lender"),  whose address is c/o
AEGON USA Realty Advisors,  Inc., 4333 Edgewood Road,  N.E., Cedar Rapids,  Iowa
52499-5443.

1. CONTRACT INTEREST RATE

The principal balance of this Note shall bear interest at the rate of the lesser
of (i) Five and Forty-Five One Hundredths  percent  (5.45%) per annum (the "Note
Rate") and (ii) the Maximum Lawful Rate (as defined  herein).  Interest shall be
calculated  in arrears  based on a 360-day  year and shall  accrue  based on the
actual number of days elapsed for any whole or partial  month in which  interest
is being calculated.

2. SCHEDULED PAYMENTS

2.1 PREPAYMENT OF INTEREST FOR THE MONTH OF FUNDING

Unless  the  funding  of the loan  evidenced  by this  Note  (together  with all
additional charges,  advances and accruals,  the "Loan") occurs on the first day
of a calendar  month,  the Borrower  shall  prepay,  on the date of the funding,
interest due from the date of the funding  through and including the last day of
the calendar month in which the funding occurs.

2.2 MONTHLY PRINCIPAL AND INTEREST PAYMENTS

On the first day of April, 2003 and on the first day of each subsequent calendar
month through  February,  2013,  the Borrower  shall pay an  installment  in the
amount of $225,862.36.  Monthly  installments of principal and interest shall be
made when due,  regardless of the prior  acceptance by the Lender of unscheduled
payments.

2.3 FINAL PAYMENT

The Loan shall  mature on the first day of March,  2013 (the  "Maturity  Date"),
when the Borrower  shall pay its entire  principal  balance,  together  with all
accrued  interest and any other amounts owed by the Borrower  under this Note or
under any of the other documents entered into now or in the future in connection
with the Loan (the "Loan Documents").

3. BALLOON PAYMENT ACKNOWLEDGMENT

The Borrower acknowledges that the scheduled monthly installments referred to in
Subsection  2.2 will not amortize  fully the principal sum of this Note over its
term,  resulting  in a "balloon"  payment at maturity.  Any future  agreement to
extend this Note or refinance the  indebtedness it evidences may be made only by
means of a writing executed by a duly authorized officer of the Lender.

<PAGE>

4. APPLICATION OF MONTHLY PRINCIPAL AND INTEREST PAYMENTS

When the Lender receives a monthly  principal and interest  payment,  the Lender
shall apply it first to interest in arrears for the  previous  month and then to
the amortization of the principal amount of this Note,  unless other amounts are
then due under this Note or the other Loan  Documents.  If other amounts are due
when a regular monthly  payment is received,  the Lender shall apply the payment
first to accrued  interest and then,  at its  discretion,  either to those other
amounts or to principal.

5. DEFAULT INTEREST

If a Default  exists (as defined in Section 9 below) the  outstanding  principal
balance of this Note shall, at the option of the Lender, bear interest at a rate
(the "Default Rate") equal to the lesser of (i) eighteen percent (18%) per annum
and (ii) the maximum rate allowed by law. If interest has accrued at the Default
Rate during any  period,  the  difference  between  such  accrued  interest  and
interest  which would have  accrued at the Note Rate during such period shall be
payable on demand.  If a court of  competent  jurisdiction  determines  that any
interest charged has exceeded the maximum rate allowed by law, the excess of the
amount  collected  over  the  legal  rate of  interest  will be  applied  to the
indebtedness as a principal prepayment without premium, retroactively, as of the
date of receipt,  or if such  excessive  interest  exceeds the unpaid balance of
principal  of this  Note and  such  other  indebtedness,  such  excess  shall be
refunded to the Borrower.

6. LATE CHARGE

If the Lender does not receive any  scheduled  monthly  principal  and  interest
payment on or before the tenth day of the calendar month in which it is due, the
Lender will send the  Borrower  notice that a late charge  equal to five percent
(5%) of the late  payment  has  accrued.  The  Borrower  shall pay any such late
charge on or before  the tenth day of the  calendar  month  following  the month
during which the late payment was scheduled to have been  received.  Interest on
unpaid late charges shall, at the Lender's  discretion,  accrue at the Note Rate
beginning on the first day of the calendar month following their accrual.

7. PREPAYMENT

This Note may be prepaid  upon not less than  thirty  (30) days'  prior  written
notice to the Lender. At the time of any prepayment,  the Borrower shall pay all
accrued interest on the principal balance of this Note and all other sums due to
the Lender under the Loan  Documents.  In addition,  unless the  prepayment is a
"Permitted Par Prepayment"  (as defined in Section 8 below),  the Borrower shall
remit together with any prepayment a premium (the  "Prepayment  Premium Amount")
equal to the  greater  of (A) one  percent  (1%) of the  prepayment  and (B) the
amount (the "Yield  Protection  Amount")  calculated in accordance with the next
succeeding paragraph of this Note.

The Yield Protection Amount shall be calculated as follows:

<PAGE>

First, the Lender shall determine the annual  percentage yield on U.S.  Treasury
securities  maturing  at the end of the term of the Loan (the  "Annual  Treasury
Instrument Yield").  The Annual Treasury Instrument Yield shall be determined as
of ten (10) Business Days (as defined in the Deed of Trust) before the effective
date of the prepayment.  The Lender shall base its  determination  of the Annual
Treasury  Instrument  Yield  on the  yield  on  U.S.  Treasury  instruments,  as
published in The Wall Street Journal (or, if The Wall Street Journal is not then
being  published  or if no such  reports  are then being  published  in The Wall
Street Journal,  as reported in another public source of information  nationally
recognized  for  accuracy  in the  reporting  of  the  trading  of  governmental
securities).  If no such  instruments  mature on the exact maturity date of this
Note, the Lender shall  interpolate  the Annual Treasury  Instrument  Yield on a
straight-line  basis using the yield on the instrument  whose maturity date most
closely  precedes  that of this  Note,  and the  yield on the  instrument  whose
maturity date most closely succeeds that of this Note.

Second,   the  Lender  shall   determine  the  monthly   payment  (the  "Monthly
Reinvestment  Payment"),  based on a 360-day year and 30-day months, which would
be payable on a hypothetical  interest-only  promissory  note having a principal
balance  equal to the  prepaid  amount  and  bearing  interest  at the rate (the
"Reinvestment Rate") which, when compounded monthly, would produce a yield equal
to the Annual Treasury Instrument Yield.

Third, the Lender shall determine the hypothetical monthly interest-only payment
(based  on a  360-day  year and  30-day  months)  which  would be  payable  on a
promissory  note having a  principal  balance  equal to the  prepaid  amount and
bearing interest at this Note Rate (the "Monthly Coupon Rate Payment").

Fourth,  the Lender  shall  determine  the present  value of a series of monthly
payments,  each equal in amount to the amount by which the  Monthly  Coupon Rate
Payment exceeds the Monthly Reinvestment  Payment,  received on the first day of
each calendar  month from and including the first day of the first full calendar
month  immediately  following the effective  date of prepayment to and including
the Maturity Date, using the Reinvestment Rate as the discount rate. The present
value calculated in this paragraph shall be the Yield Protection Amount.

Voluntary  partial  prepayments  shall be permitted  only in minimum  amounts of
$500,000.  The  Prepayment  Premium  Amount  constitutes  liquidated  damages to
compensate the Lender for reinvestment  costs,  lost opportunity  costs, and the
loss by the Lender of its  bargained-for  investment  in the Loan.  The Borrower
agrees  that such  liquidated  damages  are not a penalty  but are a  reasonable
estimate in good faith of the actual damages sustained by the Lender as a result
of such  prepayment,  which actual  damages are  impossible  to  ascertain  with
precision.

8. PERMITTED PAR PREPAYMENTS

The Lender shall not charge a  prepayment  premium on certain  prepayments  (the
"Permitted Par Prepayments"). Permitted Par Prepayments include:

(a) any  prepayment  in full of the Loan made no more than 180 days  before  the
Maturity  Date;  and  (b) any  prepayment  made as the  result  of the  Lender's
election to apply insurance or condemnation proceeds to the principal balance of
this Note.

<PAGE>

9. DEFAULT

A default on this Note ("Default")  shall exist if (a) the Borrower fails to pay
any required installment of principal and interest on or before the tenth day of
the calendar month in which it is due, (b) the Borrower fails to pay the matured
balance of this Note on the Maturity  Date or (c) a "Default"  exists as defined
in any other Loan Document.  If a Default exists and the Lender engages  counsel
to  collect  any amount  due under  this Note or if the  Lender is  required  to
protect or enforce this Note in any  probate,  bankruptcy  or other  proceeding,
then any expenses incurred by the Lender in respect of the engagement, including
the  reasonable  fees and  reimbursable  expenses of counsel and including  such
costs  and fees  which  relate  to  issues  that  are  particular  to any  given
proceeding,  shall  constitute  indebtedness  evidenced  by this Note,  shall be
payable on demand,  and shall bear interest at the Default  Rate.  Such fees and
expenses  include  those  incurred  in  connection  with any action  against the
Borrower for a deficiency  judgment  after a trustee's sale of the Deed of Trust
(defined  below),  including  all of the Lender's  reasonable  attorneys'  fees,
property appraisal costs and witness fees.

10. ACCELERATION

If a Default exists,  the Lender may, at its option,  by notice to the Borrower,
declare  the unpaid  principal  balance of this Note to be  immediately  due and
payable,  together with all accrued interest on the  indebtedness,  all costs of
collection  (including  reasonable  attorneys'  fees and expenses) and all other
charges  due and  payable  by the  Borrower  under  this Note or any other  Loan
Document,  provided, however, that if the Default arises solely as the result of
the failure of the Borrower to make a regular  monthly  payment of principal and
interest, the Lender shall not accelerate the indebtedness unless the Lender has
given the  Borrower  notice of its  intent to  accelerate  the Loan,  and a cure
period of three (3) Business  Days,  prior to declaring the  indebtedness  to be
immediately due and payable.

11. PREPAYMENT FOLLOWING ACCELERATION

Any Default resulting in the acceleration of the indebtedness  evidenced by this
Note shall be presumed to be an attempt to avoid the  provisions of Section 7 of
this Note,  which  prohibit  prepayment or condition the Lender's  obligation to
accept prepayment on the payment of a prepayment  premium.  Accordingly,  if the
indebtedness  is  accelerated,  any amounts  tendered  to repay the  accelerated
indebtedness,   or  realized  by  the  Lender  through  its  remedies  following
acceleration,  shall be subject to the  prepayment  premium that would have been
applicable under Section 7 (calculated from the date of acceleration through the
Maturity Date).

12. SECURITY

This Note is secured by a Deed of Trust,  Security  Agreement and Fixture Filing
(the "Deed of Trust")  granted by the Borrower to the Public  Trustee of Douglas
County,  the  Trustee,  for the benefit of the Lender,  conveying  certain  real
property  (the "Real  Property")  located in the Douglas  County,  Colorado  and
granting a security interest in certain fixtures and personal  property,  and by
an Absolute  Assignment  of Leases and Rents made by the Borrower to the Lender,
assigning  the  landlord's  interest  in all  present  and  future  leases  (the
"Leases") of all or any portion of the Real  Property  encumbered by the Deed of
Trust. Reference is made to the Loan Documents for a description of the security
and rights of the  Lender.  This  reference  shall not affect the  absolute  and
unconditional  obligation of the Borrower to repay the Loan in  accordance  with
its terms.

<PAGE>

13. RECOURSE TO BORROWER

The Lender  agrees that it shall not seek to enforce any monetary  judgment with
respect to the  indebtedness  evidenced by this Note against the Borrower except
through  recourse to the Property (as defined in the Deed of Trust),  unless the
obligation from which the judgment  arises is one of the "Carveout  Obligations"
defined in Section 14.

14. CARVEOUT OBLIGATIONS

The "Carveout  Obligations"  are (a) the  obligation to repay any portion of the
indebtedness  evidenced by this Note that arises from any of the "Carveouts" (as
defined below), (b) the obligation to repay the entire indebtedness evidenced by
this Note, if the Lender's  exculpation of the Borrower from personal  liability
under this Section has become void as set forth  below,  (c) the  obligation  to
indemnify  the Lender in respect of its actual  damages  suffered in  connection
with any of the Carveouts,  and (d) the obligation to defend and hold the Lender
harmless from and against any claims, judgments, causes of action or proceedings
arising from any of the Carveouts. The "Carveouts" are:

(i) fraud or material written misrepresentation;

(ii) waste of the Property (which shall include damage, destruction or disrepair
of the Real Property  caused by a willful act or grossly  negligent  omission of
the Borrower,  but shall exclude  ordinary wear and tear in the absence of gross
negligence);

(iii) misappropriation of tenant security deposits (including proceeds of tenant
letters of credit), insurance proceeds or condemnation proceeds;

(iv) failure to pay property taxes, assessments or other lienable impositions;

(v)  failure  to pay  to the  Lender  all  rents,  income  and  profits,  net of
reasonable  and customary  operating  expenses,  received in respect of a period
when the Loan is in default  (including  the last month's  rent, if collected in
advance, under any lease in force at the time of default);

(vi) removal  from the Real  Property of fixtures or Personal  Property,  unless
replaced in a commercially reasonable manner;

(vii) the  out-of-pocket  expenses of  enforcing  the Loan  Documents  following
default,  not  including  expenses  incurred  after the  Borrower  has agreed in
writing to transfer the Real  Property to the Lender by the  Lender's  choice of
either an uncontested foreclosure or delivery of a deed in lieu of foreclosure;

(viii) terminating or amending a Lease in violation of the Loan Documents; and

(ix) any liability of the Borrower under the Environmental  Indemnity  Agreement
(as defined in the Deed of Trust).

<PAGE>

The  Lender's  exculpation  of the  Borrower  from  personal  liability  for the
repayment  of the  indebtedness  evidenced  by this Note  shall be void  without
notice if the  Borrower  (A)  voluntarily  transfers  or  creates  any  material
voluntary lien on the Property in violation of the Loan Documents,  or (B) files
a voluntary petition for reorganization under Title 11 of the United States Code
(or under any other  present or future law,  domestic  or  foreign,  relating to
bankruptcy,  insolvency,   reorganization  proceedings  or  otherwise  similarly
affecting the rights of creditors), and has not offered, prior to the filing, to
enter into the Lender's  choice of either an agreement to permit an  uncontested
foreclosure,  or an  agreement to deliver a deed in lieu of  foreclosure  within
sixty  (60) days of the  Lender's  acceptance  of the  offer.  After the  Lender
accepts such an offer,  default by the Borrower in  fulfilling  the terms of the
accepted offer shall trigger personal liability for the entire indebtedness.  No
such offer shall be conditioned on any payment by the Lender,  on the release of
any obligor  from any  Obligation  (as defined in the Deed of Trust),  or on any
other concession.

15. SEVERABILITY

If any provision of this Note is held to be invalid, illegal or unenforceable in
any respect, or operates,  or would if enforced operate to invalidate this Note,
then that  provision  shall be deemed null and void.  Nevertheless,  its nullity
shall not affect the remaining provisions of this Note, which shall in no way be
affected, prejudiced or disturbed.

16. WAIVER

Except to the extent that such rights are expressly  provided in this Note,  the
Borrower waives demand, presentment for payment, notice of intent to accelerate,
notice of acceleration,  protest, notice of protest,  dishonor and of nonpayment
and any and all lack of diligence or delays in collection or enforcement of this
Note.  Without  affecting  the  liability of the Borrower  under this Note,  the
Lender may release any of the Property,  grant any  indulgence,  forbearance  or
extension of time for payment,  or release any other person now or in the future
liable for the payment or performance  of any obligation  under this Note or any
of the Loan Documents.

The Borrower further (a) waives any homestead or similar  exemption;  (b) waives
any statute of limitation; (c) agrees that the Lender may, without impairing any
future  right to insist on strict and timely  compliance  with the terms of this
Note,  grant any number of extensions of time for the scheduled  payments of any
amounts  due,  and  may  make  any  other  accommodation  with  respect  to  the
indebtedness  evidenced  by this  Note;  (d)  waives  any  right  to  require  a
marshaling of assets;  and (e) to the extent not  prohibited by applicable  law,
waives  the  benefit of any law or rule of law  intended  for its  advantage  or
protection as a debtor or providing for its release or discharge  from liability
under this Note,  excepting only the defense of full and complete payment of all
amounts due under this Note and the Loan Documents.

17. VARIATION IN PRONOUNS

All the terms and words used in this Note,  regardless  of the number and gender
in which they are used,  shall be deemed  and  construed  to  include  any other
number,  singular  or plural,  and any other  gender,  masculine,  feminine,  or
neuter,  as the context or sense of this Note or any  paragraph or clause herein
may require, the same as if such word had been fully and properly written in the
correct number and gender.

<PAGE>

18. WAIVER OF JURY TRIAL

THE  BORROWER  HEREBY  WAIVES  ANY  RIGHT  TO A TRIAL BY JURY IN ANY  ACTION  OR
PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS (A) UNDER THIS NOTE OR ANY OTHER LOAN
DOCUMENT OR (B) ARISING  FROM ANY LENDING  RELATIONSHIP  EXISTING IN  CONNECTION
WITH THIS NOTE OR ANY OTHER LOAN DOCUMENT, AND THE BORROWER AGREES THAT ANY SUCH
ACTION OR PROCEEDING SHALL BE TRIED BEFORE A JUDGE AND NOT BEFORE A JURY.

19. OFFSET RIGHTS

In  addition  to all  liens  upon  and  rights  of  setoff  against  the  money,
securities,  or other  property of the Borrower  given to the Lender by law, the
Lender  shall  have a lien  upon  and a  right  of  setoff  against  all  money,
securities,  and other property of the Borrower,  now or hereafter in possession
of or on deposit with the Lender,  whether held in a general or special  account
or deposit, or safe-keeping or otherwise,  and, following a Default,  every such
lien and right of setoff may be exercised  without demand upon, or notice to the
Borrower.  No lien or right of setoff shall be deemed to have been waived by any
act or conduct on the part of the Lender,  or by any  neglect to  exercise  such
right of setoff or to enforce such lien, or by any delay in so doing,  and every
right of setoff and lien  shall  continue  in full  force and effect  until such
right of setoff or lien is  specifically  waived or released by an instrument in
writing executed by the Lender.

20. COMMERCIAL LOAN

The Borrower hereby represents and warrants to the Lender that the Loan was made
for commercial or business  purposes,  and that the funds evidenced by this Note
will be used solely in connection with such purposes.

21. REPLACEMENT OR BIFURCATION OF NOTE

If this Note is lost or destroyed,  the Borrower shall, at the Lender's request,
execute and return to the Lender a replacement promissory note identical to this
Note, provided the Lender delivers to the Borrower an affidavit to the foregoing
effect.  Upon  delivery  of the  executed  replacement  Note,  the Lender  shall
indemnify the Borrower from and against its actual damages  suffered as a result
of the existence of two Notes evidencing the same obligation.  No replacement of
this Note under  this  Section  shall  result in a  novation  of the  Borrower's
obligations  under  this  Note.  In  addition,  the  Lender  may at its sole and
absolute  discretion  require that the Borrower execute and deliver two separate
promissory  notes,  which shall replace this Note as evidence of the  Borrower's
obligations. The two replacement notes shall, taken together, evidence the exact
obligations set forth in this Note. The replacement notes shall be independently
transferable.  If this Note is so replaced, the Lender shall return this Note to
the Borrower marked to evidence its cancellation.

<PAGE>

22. GOVERNING LAW

This Note shall be  construed  and enforced  according  to, and governed by, the
laws of Colorado  without  reference to conflicts of laws provisions  which, but
for this  provision,  would  require  the  application  of the law of any  other
jurisdiction.

23. TIME OF ESSENCE

In the performance of the Borrower's obligations under this Note, time is of the
essence.


24. Agreement Concerning Interest

The Deed of Trust now or hereafter existing are hereby expressly limited so that
in no contingency or event  whatsoever,  whether by acceleration of the maturity
of this Note or  otherwise,  shall the  amount  paid or agreed to be paid to the
Lender for the use,  forbearance or detention of the sums evidenced by this Note
exceed  the  maximum  amount  permissible  under  Colorado  law.  If,  from  any
circumstances  whatsoever,  the  performance  or fulfillment of any provision of
this Note, or of the Deed of Trust,  at the time  performance  of such provision
shall be due, shall exceed the limit of validity  prescribed by law, then,  IPSO
FACTO, the obligation to be performed or fulfilled shall be reduced to the limit
of such  validity,  and, if from any such  circumstance,  the Lender  shall ever
receive  anything of value which is deemed to be interest by Colorado  law which
would exceed the highest lawful rate, an amount equal to any excessive  interest
shall be applied to the  reduction  of the  principal  amount of this Note or on
account of any other principal indebtedness of the Borrower to the Lender and to
the  payment of  interest  thereon or, if such  excessive  interest  exceeds the
unpaid  balance  of  principal  of this Note and such other  indebtedness,  such
excess shall be refunded to the Borrower.

25. NO ORAL AGREEMENTS

THIS NOTE AND ALL THE OTHER LOAN DOCUMENTS EMBODY THE FINAL, ENTIRE AGREEMENT OF
THE  BORROWER  AND THE  LENDER  AND  SUPERSEDE  ANY AND ALL  PRIOR  COMMITMENTS,
AGREEMENTS,   REPRESENTATIONS  AND  UNDERSTANDINGS,  WHETHER  WRITTEN  OR  ORAL,
RELATING TO THE LOAN AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE BORROWER AND
THE LENDER.  THERE ARE NO ORAL  AGREEMENTS  BETWEEN THE BORROWER AND THE LENDER.
THE  PROVISIONS  OF THIS NOTE AND THE OTHER  LOAN  DOCUMENTS  MAY BE  AMENDED OR
REVISED ONLY BY AN INSTRUMENT IN WRITING SIGNED BY THE BORROWER AND THE LENDER.

<PAGE>

IN WITNESS WHEREOF,  the undersigned has caused this Note to be duly executed as
of the date first above written.

               BORROWER:

               GREEN RIVER AT PALOMINO PARK LLC, a Colorado limited liability
               company

               By: Wellsford Park Highlands Corp., a Colorado corporation, its
               manager

                                 By: /s/ David M. Strong
                                     -------------------
                                     David M. Strong
                                     Vice President