SCHEDULE OF OMITTED
                                 PROMISSORY NOTE


The Company has also  entered  into two  additional  Promissory  Notes which are
substantially  identical  to the  following  Promissory  Note  in  all  material
respects  except as to the  Borrower,  Principal  Balance and  Monthly  Payment.
Listed below are the material  details in which such  documents  differ from the
document filed as part of this exhibit.



             Borrower                    Principal Balance   Monthly Payment
  ------------------------------------ ------------------- -----------------

  AIOP Brentwood West, L.L.C.            $  7,400,000.00       $51,669.00

  AIOP Serendipity, L.L.C.               $  4,900,000.00       $36,534.00




<PAGE>


                                 PROMISSORY NOTE

$18,450,000.00                                                 November 10, 1998
                                                                Orlando, Florida
                                                               GEC Loan No. 3279

1.       Promise to Pay.

         FOR VALUE RECEIVED, the undersigned,  AIOP GULFSTREAM HARBOR, L.L.C., a
Delaware limited liability company ("Borrower"), promises to pay in lawful money
of the  United  States of  America  to the  order of  GENERAL  ELECTRIC  CAPITAL
ASSURANCE COMPANY, a Delaware corporation ("Lender"), at P. O. Box 490, Seattle,
Washington 98111-0490,  ATTN: Real Estate Department, or such other place either
within or without the State of  Washington  as Lender may  designate  in writing
from time to time,  the  principal  sum of Eighteen  Million Four Hundred  Fifty
Thousand and No/100 Dollars  ($18,450,000.00) with interest from the date hereof
on the unpaid principal balance at the rate set forth below.

2.       Interest.

         Interest  shall accrue on the unpaid  principal  balance at a rate from
the date hereof to the  Maturity  Date at six and one-half  percent  (6.50%) per
annum.

3.       Payments and Term.

         Principal and interest shall be due and payable as follows:

(a)               A  payment  of  all   interest  to  accrue   hereon  from  the
                  Disbursement  Date to and  including the last day of the month
                  during  which the  Disbursement  Date occurs  shall be due and
                  payable on the  Disbursement  Date. For purposes  hereof,  the
                  "Disbursement Date" shall be the date on which disbursement of
                  loan proceeds occurs.

(b)               Monthly  payments of principal  and interest in the sum of One
                  Hundred  Thirty-seven  Thousand  Five Hundred  Fifty-Nine  and
                  No/100 Dollars  ($137,559.00) each shall be due and payable on
                  the first day of each calendar month,  commencing on the first
                  day of the second  calendar month  following the  Disbursement
                  Date and  continuing on the first day of each  calendar  month
                  thereafter to and including the twentieth  (20th)  Anniversary
                  Date.  These  monthly  payments are based upon the twenty (20)
                  year amortization period beginning on December 1, 1998.

(c)               The entire indebtedness  evidenced by this Note, if not sooner
                  paid,  shall be due and  payable  on  October  31,  2018,  the
                  Maturity Date.

         All  payments  on account of the  indebtedness  evidenced  by this Note
shall be first applied to interest,  costs and prepayment fees (if any) and then
to  principal.  Interest  shall  be  computed  on the  basis of a  360-day  year


DOCUMENTARY  STAMP  TAXES IN THE  AMOUNT OF  $64,575.00  HAVE BEEN PAID UPON AND
AFFIXED TO THE MORTGAGE SECURING THIS NOTE.

<PAGE>

consisting  of twelve  30-day  months,  except that  interest for a portion of a
month (such as may be required under paragraph 3 (a) above) shall be computed on
the basis of a 365-day year (or a 366-day year during a leap year).

4.       Prepayment.

         This Note may be prepaid in full or in part,  upon giving Lender thirty
(30) days' prior written notice,  by paying, in addition to the principal amount
prepaid (and if prepaid in full,  accrued  interest and all other sums due under
the terms hereof), a prepayment  premium  ("Premium") equal to the present value
of the series of Payment  Differentials  (as defined  below) from the prepayment
date to the Maturity  Date,  discounted  using the  Discount  Factor (as defined
below) and the  Number of  Payments  or  Periods  (as  defined  below)  (monthly
compounding) calculated as follows:



         (a)      If 6.5% is less  than  the  "Ask  Yield"  of the  non-callable
                  United States Government Treasury Note with a maturity closest
                  to the mid-point  between the fifth business day preceding the
                  prepayment date and the Maturity Date as published in The Wall
                  Street  Journal on the fifth (5th)  business day preceding the
                  prepayment  date (the "Treasury  Yield") (and if more than one
                  such issue, then the issue with the coupon rate closest to the
                  interest  rate then in effect on this Note)  plus fifty  basis
                  points (0.50%) (the "Reinvestment Yield"), the Premium will be
                  one percent (1%) of the amount of principal prepaid.

         (b) If 6.5% equals or exceeds the Reinvestment  Yield, the Premium will
be the sum of:

                  (i)      One percent (1%) of the amount of principal prepaid,
                           plus

                  (ii)     The   present   value  of  the   series  of   Payment
                           Differentials   from  the  prepayment   date  to  the
                           Maturity  Date.  The present value will be calculated
                           by Lender  using a  financial  calculator  or present
                           value tables  selected by Lender and the (i) Discount
                           Factor, (ii) Number of Payments or Periods, and (iii)
                           Payment  Differential,  as said terms are hereinafter
                           defined:

                                    i.      The  "Discount  Factor"  is equal to
                                            one-twelfth     (1/12)     of    the
                                            Reinvestment Yield.

                                    ii.     The  "Number of Payments or Periods"
                                            is equal  to the  number  of  months
                                            left to the Maturity  Date  (rounded
                                            up to the nearest whole number).

                                    iii.    The  "Payment  Differential"  is the
                                            difference   between   the   monthly
                                            payment    which    amortizes    the
                                            principal  prepaid  to zero over the
                                            Number  of   Payments   or  Periods,
                                            calculated,  first, at 6.5% (if this
                                            Note is prepaid  in full,  then this


                                     - 2 -
<PAGE>

                                            is the  monthly  payment  stated  in
                                            this  Note)  and,  second,   at  the
                                            Reinvestment Yield.

         If  the   publication  The  Wall  Street  Journal  is  discontinued  or
publication  of the yield of United  States  Treasury  notes in The Wall  Street
Journal is discontinued,  Lender shall, in its sole  discretion,  designate some
other daily financial or governmental publication of national circulation.

         In the  event  the  Lender  accelerates  the  amount  due  prior to the
Maturity  Date,  the Borrower  shall  immediately  pay to the Lender all amounts
described in this Note, including but not limited to, the prepayment Premium.

         Provided,  however,  that there shall be no  prepayment  fee payable on
principal  prepaid  during the sixty (60) days prior to the Maturity  Date.  Any
partial  prepayment  shall be applied  upon  payments  due hereon in the inverse
order of their respective due dates.

         In addition to the prepayment  provisions  above,  Borrower may, during
each  loan  year,  prepay  up to  five  percent  (5%) of the  principal  balance
outstanding on the first day of that loan year upon three (3) days prior written
notice to Lender  without the payment of any  prepayment  fee,  such  prepayment
privilege being non-cumulative on a loan year to loan year basis.

5.       Restrictions on Transfer and Encumbrance.

         Borrower and Lender acknowledge and agree that the Mortgage referred to
in paragraph 9 below contains the following paragraphs 4.1 and 4.2:

               "4.1     Restrictions on Transfer or Encumbrance of the Property.

                  (a)       A   "Transfer"   is:  any  sale  (by   contract   or
                            otherwise),   encumbrance,   conveyance   or   other
                            transfer of all or any interest in the Property;  or
                            any change in the ownership of any stock interest in
                            a  corporate  Mortgagor,  in  the  ownership  of any
                            membership  interest  or in the manager of a limited
                            liability company Mortgagor, in the ownership of any
                            general  partnership  interest  in  any  general  or
                            limited partnership  Mortgagor,  or in the ownership
                            of any  beneficial  interest in any other  Mortgagor
                            which is not a natural person or persons  (including
                            without  limitation  a trust);  or any change in the
                            ownership   of  any   stock,   membership,   general
                            partnership  or  other  beneficial  interest  in any
                            corporation, limited liability company, partnership,
                            trust or other entity,  organization  or association
                            directly  or   indirectly   owning  an  interest  in
                            Mortgagor,  or a change in the  manager of a limited
                            liability  company.  Changes in the  ownership  of a
                            limited   partnership    interest   in   a   limited
                            partnership   (including  sale  of  publicly  traded
                            partnership units) shall not be deemed a "Transfer."

                                     - 3 -
<PAGE>

                  (b)       In the event of a Transfer without Mortgagee's prior
                            written  consent,  Mortgagee  may at its sole option
                            declare the Transfer an Event of Default  under this
                            Mortgage and invoke any remedy or remedies  provided
                            for in  paragraph  8.1  hereof,  or may at its  sole
                            option  consent  to  such  Transfer.  Mortgagee  may
                            condition its consent to a Transfer upon the payment
                            of a fee to Mortgagee, or an increase in the rate of
                            interest  due  under  the  Note,  or  the  items  in
                            paragraph  4.1(d) below,  or any  combination of the
                            foregoing.  Neither of the  foregoing  options shall
                            apply,  however, in the case of a Transfer under any
                            will,  trust or  applicable  law of descent  arising
                            because  of the  death of an  individual  so long as
                            Mortgagee is given prompt notice of the Transfer and
                            the transferee. Mortgagee's consent to a Transfer or
                            its  waiver  of an Event of  Default  by reason of a
                            Transfer shall not constitute a consent or waiver of
                            any right,  remedy or power accruing to Mortgagee by
                            reason of any subsequent Transfer.

                  (c)       Mortgagee will give its written consent to Transfers
                            of  interests  in  Mortgagor  or of  interests in an
                            entity with an  ownership  interest in  Mortgagor to
                            the transferor's  spouse or lineal  descendant or to
                            an  estate   planning   trust  whose   trustees  and
                            beneficiaries are the transferor or the transferor's
                            spouse  or  lineal  descendant  if  Mortgagor  gives
                            Mortgagee prior written notice accompanied by copies
                            of  the  proposed  Transfer  documents  and  a  $500
                            transfer review fee.

                  (d)       Notwithstanding   the  foregoing   prohibitions   on
                            transfers,  Mortgagee will give its written  consent
                            to   Transfers  of   membership   interests  in  the
                            Mortgagor   entity   so  long  as  Asset   Investors
                            Operating Partnership,  L.P. remains managing member
                            of  Mortgagor  with  management  responsibility  and
                            control,  and with a direct  or  indirect  ownership
                            interest  in the  Mortgagor  entity of at least 51%,
                            and so long as (a) Mortgagor gives Mortgagee 30 days
                            prior  written  notice  of  the  proposed   transfer
                            accompanied  by a  $500.00  non-refundable  transfer
                            review  fee  and  copies  of the  proposed  transfer
                            documents;  and (b) the transferee and, if requested
                            by Mortgagee, the transferee's financial statements,
                            tax returns and credit history are  satisfactory  to
                            Mortgagee in its reasonable business judgment.

                  (e)       For any Transfer  permitted  under this  Mortgage or
                            requested by Mortgagor,  Mortgagee may condition its
                            consent   upon:   the   Property   having  been  and
                            assurances   that  it  shall  continue  to  be  well
                            maintained  and  managed  in  a  manner   reasonably
                            satisfactory  to Mortgagee;  Mortgagee's  reasonable
                            approval  of  the  Transfer  terms,   documents  and
                            background  materials;  there being no uncured Event
                            of Default under this Mortgage; Mortgagor furnishing


                                     - 4 -
<PAGE>

                            an endorsement to Mortgagee's title insurance policy
                            insuring the continued  validity and priority of the
                            lien of this  Mortgage  following  the  Transfer and
                            such subordination agreements and other documents as
                            may be required by Mortgagee or its title company to
                            issue the endorsement.  Unless Mortgagee in its sole
                            discretion otherwise agrees in writing at that time,
                            no Transfer  shall release the  transferor  from any
                            liability   under   the   Loan   Documents   or  the
                            environmental  Indemnity.  By  accepting a Transfer,
                            the transferee  assumes any and all liability of the
                            transferor   under  the  Loan   Documents   and  the
                            environmental Indemnity to the extent the transferor
                            has any personal liability.  At Mortgagee's request,
                            the parties shall execute agreements, guaranties and
                            indemnities  in form  and  substance  acceptable  to
                            Mortgagee.  Regardless whether Mortgagee consents to
                            a Transfer  request,  Mortgagor agrees to pay all of
                            Mortgagee's   reasonable    out-of-pocket   expenses
                            incurred in  connection  with any Transfer  request,
                            including   without   limitation   title   fees  and
                            attorneys'   fees  and  costs,   and  Mortgagee  may
                            condition  its  willingness  to  consider a Transfer
                            request  upon  a  deposit  to  pay  for  Mortgagee's
                            expenses.

4.2      Loan  Assumption  Provision.  Notwithstanding  any  provision  of  this
         Mortgage to the  contrary,  Mortgagee  will consent to two sales of the
         Property and  assumption by the purchaser of the  indebtedness  secured
         hereby, provided that:

                  (a)      Mortgagor is not then in default under this Mortgage;

                  (b)      The   purchaser  of  the   Property,   the  financial
                           statements,   financial  strength,  tax  returns  and
                           credit history of the  purchaser,  the sale agreement
                           and  related  documents,  and all aspects of the sale
                           are satisfactory to Mortgagee;

                  (c)      The   purchaser   evidences  a  history  of  property
                           management satisfactory to Mortgagee or contracts for
                           management of the Property with a property management
                           firm satisfactory to Mortgagee;

                  (d)      If  the   amount   then  due  on  the  Note   exceeds
                           seventy-five  percent  (75%) of the sale price of the
                           Property,  the  balance  due  on  the  Note,  at  the
                           Mortgagee's  election,  must be  reduced,  by payment
                           thereon,   to  an  amount   which   does  not  exceed
                           seventy-five percent (75%) of the sale price;

                  (e)      Mortgagee  receives in cash an assumption  fee of the
                           greater  of  Five   Thousand   and   No/100   Dollars
                           ($5,000.00) or One Percent (1.00%) of the outstanding
                           loan balance at the time of the assumption,  plus its


                                     - 5 -
<PAGE>

                           reasonable   legal   and   administrative   expenses,
                           incurred in connection with such sale and assumption;

                  (f)      Mortgagor  furnishes  to  Mortgagee,  at  Mortgagor's
                           expense,   an  endorsement   to   Mortgagee's   title
                           insurance  policy  insuring the  continued  validity,
                           enforceability and priority of the Mortgage following
                           the   assumption.   The  form  and   content  of  the
                           endorsement  shall  be  reasonably   satisfactory  to
                           Mortgagee.  If required by the Mortgagee or the title
                           Insurer,  the Mortgagor  shall furnish  subordination
                           agreements  from  tenants of the  Property  and other
                           necessary parties in form and substance acceptable to
                           the Mortgagee and the title insurer;

                  (g)      Unless  Mortgagee  in its sole  discretion  otherwise
                           agrees  in  writing  at that  time,  no such  sale or
                           assumption  shall release  Mortgagor or any guarantor
                           or other person from liability,  or otherwise  affect
                           the  liability of Mortgagor or any such  guarantor or
                           other person, for payment of the indebtedness secured
                           hereby;

                  (h)      In the  event  the Loan was made  with a  requirement
                           imposed upon the  Mortgagor to complete any specified
                           repairs of the Property,  the Mortgagor  shall not be
                           entitled  to a consent by  Mortgagee  pursuant to the
                           terms of this provision  until such repairs have been
                           completed to Mortgagee's satisfaction; and

                  (i)      The  Mortgagee  may,  at  its  option,   require  tax
                           reserves  as  referred  to in  paragraph  3.1 of this
                           Mortgage,    whether   or   not   previously   waived
                           conditionally  or  otherwise,  as a condition  to its
                           consent."

6.       Default.

         (a)      The  occurrence  of any  one or more  of the  following  shall
                  constitute an event of default ("Event of Default") under this
                  Note:

                  (i)      Failure to make any payment of  principal or interest
                           when due hereon, followed by the failure to make such
                           payment  within  ten (10) days after  written  notice
                           thereof  given  to  Borrower  by  Lender;   provided,
                           however,  that Lender  shall not be obligated to give
                           Borrower  written  notice  prior  to  exercising  its
                           remedies  with  respect to such default if Lender had
                           previously given Borrower during that calendar year a
                           notice of  default  for  failure to make a payment of
                           principal or interest  hereon.  Once Lender has given
                           such notice to  Borrower  during any  calendar  year,
                           failure by Borrower to make any payment of  principal
                           or interest within ten (10) days of the date when due
                           shall constitute an Event of Default.

                                     - 6 -
<PAGE>

                  (ii)     The  occurrence  of any other Event of Default  under
                           the Mortgage referred to in paragraph 9 below.

         (b)      Time is of the  essence.  If an Event of Default  occurs under
                  this Note:

                  (i)      the entire  principal  balance hereof and all accrued
                           interest  shall,  at the  option of  Lender,  without
                           notice,  bear  interest  at a rate  from time to time
                           equal to five (5)  percentage  points over what would
                           otherwise  be the  Note  rate  (or the  maximum  rate
                           permitted by applicable law if that is less) from the
                           date of the  Event of  Default  until  such  Event of
                           Default  is cured,  and such rate shall also apply to
                           post judgment interest, and

                  (ii)     the entire  principal  balance hereof and all accrued
                           interest shall immediately  become due and payable at
                           the option of Lender, without notice.

         Lender's  failure to exercise any option hereunder shall not constitute
a waiver of the right to exercise the same for any subsequent Event of Default.

         (c)      Lender may accept partial payments or payments marked "payment
                  in full" or "in  satisfaction"  or words to similar  effect at
                  any time.  Acceptance of such payment shall not affect or vary
                  the duty of Borrower to pay all obligations when due hereunder
                  and shall not  affect or impair  the right of Lender to pursue
                  all remedies  available to it  hereunder,  or under any of the
                  other loan documents securing or guarantying payment hereof or
                  executed in connection herewith.

7.       Late Charges.

         Borrower  acknowledges that, if any payment under this Note is not made
when due,  Lender will as a result thereof incur costs not  contemplated by this
Note, the exact amount of which would be extremely difficult or impracticable to
ascertain.  Such costs include  without  limitation  processing  and  accounting
charges.  Accordingly,  Borrower  hereby agrees to pay to Lender with respect to
each  payment  which is not  received by Lender  within ten (10) days after such
payment is due under this Note a late charge  equal to Five  Percent (5%) of the
amount  of the  payment.  Borrower  and  Lender  agree  that  such  late  charge
represents  a fair and  reasonable  estimate  of the costs  Lender will incur by
reason of such late  payment.  Acceptance of such late charge by Lender shall in
no event  constitute a waiver of the default with respect to the overdue amount,
and shall not  prevent  Lender  from  exercising  any of the  other  rights  and
remedies available to Lender.

8.       Costs and Attorneys' Fees.

         If an Event of Default  occurs  under this Note and Lender  consults an
attorney  regarding the  enforcement of any of its rights under this Note or the
Mortgage,  or if this Note is placed in the hands of an attorney for collection,
or if suit be brought to enforce this Note or the Mortgage, Borrower promises to
pay all costs thereof, including attorneys' fees. Said costs and attorneys' fees
shall include, without limitation, costs and attorneys' fees in any appeal or in
a  proceeding  under any  present  or  future  federal  bankruptcy  act or state
receivership.

                                     - 7 -
<PAGE>

9.       Security.

         This Note is secured by a Mortgage,  Assignment of Rents and Leases and
Security  Agreement  ("Mortgage") and a separate  Assignment of Rents and Leases
("Assignment") covering property located in Orange County, Florida ("Property").
It is also  secured by an  Unconditional  Guaranty  executed by Asset  Investors
Corporation, a Maryland corporation ("Guarantor").

10.      Waiver of Presentment, Etc.

         Borrower hereby waives  presentment  and demand for payment,  notice of
dishonor, protest and notice of protest.

11.      Limited Recourse Debt.

         Except as otherwise  provided  herein and the Indemnity of the Borrower
of even date,  the  Borrower  is hereby  released  from all  personal  liability
hereunder to the extent such release does not operate to invalidate  the lien of
the Mortgage  securing this Note. In the event of foreclosure of the Mortgage or
other enforcement of the collection of the indebtedness  evidenced by this Note,
Lender  agrees,  and any holder hereof shall be deemed by  acceptance  hereof to
have agreed, not to take a deficiency  judgment against Borrower with respect to
said  indebtedness  except as may be  provided  as  follows  in this  paragraph.
Notwithstanding the foregoing,  however,  Borrower shall be fully and personally
liable to the holder of this Note for:

         (i)      All damages  suffered by the holder on account of waste to the
                  Property,  fraud or  willful  misrepresentation  committed  by
                  Borrower;

         (ii)     Any retention of rental income or other income of the Property
                  after an Event of Default has occurred  which remains  uncured
                  after any  applicable  notice and  opportunity to cure, to the
                  extent that any such retention is not applied to the operation
                  of the Property (i.e.,  capital and operating  expenses),  and
                  the retention of security  deposits or other  deposits made by
                  tenants of the Property which are not paid to tenants when due
                  or  transferred  to Lender or any other  party  acquiring  the
                  Property  at a  foreclosure  sale or any  transfer  in lieu of
                  foreclosure;

         (iii)    Any  property  taxes  or  assessments  accrued  prior  to  the
                  Lender's acquisition of title to the Property;

         (iv)     The  replacement  cost of any  personal  property  or fixtures
                  encumbered by the Mortgage which are removed or disposed of by
                  Borrower and not replaced as required by the Mortgage and then
                  to the  extent  of  the  replacement  cost  of  such  personal
                  property or fixtures;

         (v)      The  misapplication  of any  proceeds  to the full  extent  of
                  misapplied  proceeds  under any  insurance  policies or awards
                  resulting  from  condemnation  or the exercise of the power of
                  eminent  domain or by reason of damage or  destruction  to any
                  portion of the Property or any  building or buildings  located
                  thereon;

                                     - 8 -
<PAGE>

         (vi)     Any loss resulting from Borrower's  failure to maintain hazard
                  or  liability  insurance  as  required  under the terms of the
                  Mortgage;

         (vii)    All  damages,  liabilities,   costs  and  expenses,  including
                  attorneys' fees, incurred by the Lender due to the presence of
                  any Hazardous  Substances  (as defined in the Mortgage) on the
                  Property and due to any breach of covenant, breach of warranty
                  or  misrepresentation  by  Borrower  under the  Mortgage,  the
                  Indemnity,  or any of the other loan  documents  delivered  in
                  connection  with the loan  evidenced by this Note with respect
                  to Hazardous  Substances and Borrower's failure to perform any
                  obligations under the Indemnity. There will be no liability of
                  the Borrower for Hazardous  Substances which are introduced to
                  the  Property  subsequent  to  a  permitted  transfer  of  the
                  Property by the  Borrower or to the  Lender's  acquisition  of
                  title  as a  result  of  foreclosure  or a  deed  in  lieu  of
                  foreclosure;  provided,  however,  the Borrower shall bear the
                  burden of proof that the  introduction  and initial release of
                  such  Hazardous  Substances  (i)  occurred  subsequent  to the
                  transfer date, (ii) did not occur as a result of any action of
                  the  Borrower,  and  (iii)  did  not  occur  as  a  result  of
                  continuing  migration or release of any  Hazardous  Substances
                  introduced  prior to the transfer  date, in, on, under or near
                  the Property;

         (viii)   Any  fees  and  costs  including  attorney  fees  incurred  in
                  enforcing and  collecting any amounts due under this provision
                  11;

         (ix)     The full amount due under this Note including accrued interest
                  and  other  amounts  due with  respect  to the  Mortgage,  the
                  Assignment  and  any  other  loan  documents  executed  by the
                  Borrower in  connection  with this Note if there is a transfer
                  of title to the Property without the Lender's consent; and

         (x)      The full amount due under this Note including accrued interest
                  and  other  amounts  due with  respect  to the  Mortgage,  the
                  Assignment  and  any  other  loan  documents  executed  by the
                  Borrower in connection with this Note if subordinate financing
                  is placed against the Property without the Lender's consent.

         The  foregoing  limitation  on personal  liability  is not intended and
shall not be deemed to constitute a forgiveness of the indebtedness evidenced by
this Note or a release of the obligation to repay said indebtedness according to
the terms and provisions  hereof, but shall operate solely to limit the remedies
otherwise  available to the holder hereof for the  enforcement and collection of
such indebtedness. As used in this paragraph, the term "Borrower" includes:

         (a)      Borrower (and each of them, if more than one),

         (b)      all general  partners of any Borrower  which is a partnership,
                  and

         (c)      all joint venturers of any Borrower which is a joint venture.

         The personal  liability  hereunder of all persons  included  within the
term  "Borrower"  shall be joint and several.  The  provisions of this paragraph
shall control over any conflicting  provisions of this Note, the Mortgage or the
Assignment.  However,  nothing  contained  in this  paragraph  11  shall  affect


                                     - 9 -
<PAGE>

Lender's  ability to  maintain  any action  against  Borrower,  or to obtain any
judgment  necessary to realize upon the Mortgage or any other  security for this
Note.

12.      Loan Charges.

         Interest,  fees and charges  collected or to be collected in connection
with the  indebtedness  evidenced  hereby shall not exceed the maximum,  if any,
permitted by any  applicable  law. If any such law is  interpreted  so that said
interest,  fees and/or  charges  would  exceed any such  maximum and Borrower is
entitled to the benefit of such law, then:

         (i)      such  interest,  fees and/or  charges  shall be reduced by the
                  amount necessary to reduce the same to the permitted  maximum;
                  and

         (ii)     any sums already  collected  from Borrower  which exceeded the
                  permitted maximum will be refunded.  Lender may choose to make
                  the refund either by treating the  payments,  to the extent of
                  the excess,  as prepayments of principal or by making a direct
                  payment to Borrower.  No prepayment  premium shall be assessed
                  on prepayments  under this  paragraph.  The provisions of this
                  paragraph  shall  control over any  inconsistent  provision of
                  this Note or the  Mortgage or any other  document  executed in
                  connection with the indebtedness evidenced hereby.

13.      Governing Law.

         This Note shall be construed,  enforced and  otherwise  governed by the
laws of the State of Florida.

14.      Lender.

         As used herein,  the term "Lender"  shall mean holder and owner of this
Note.

LENDER AND BORROWER HEREBY KNOWINGLY,  VOLUNTARILY AND  INTENTIONALLY  WAIVE THE
RIGHT  EITHER  MAY HAVE TO  TRIAL BY JURY IN  RESPECT  TO ANY  LITIGATION  BASED
HEREON,  OR  ARISING  OUT OF,  UNDER OR IN  CONNECTION  WITH  THIS  NOTE AND ANY
AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONNECTION THEREWITH,  OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF
EITHER PARTY. BORROWER ACKNOWLEDGES THAT THIS WAIVER OF JURY TRIAL IS A MATERIAL
INDUCEMENT TO THE LENDER IN EXTENDING  CREDIT TO THE  BORROWER,  THAT THE LENDER
WOULD NOT HAVE EXTENDED CREDIT WITHOUT THIS JURY TRIAL WAIVER, AND THAT BORROWER
HAS BEEN REPRESENTED BY AN ATTORNEY OR HAS HAD AN OPPORTUNITY TO CONSULT WITH AN
ATTORNEY  IN  CONNECTION  WITH THIS JURY TRIAL  WAIVER TO  UNDERSTAND  THE LEGAL
EFFECT OF THIS WAIVER.

                                     - 10 -
<PAGE>


Witnesses:                            AIOP GULFSTREAM  HARBOR,  L.L.C.,
                                      a Delaware limited liability company

                                      By: Asset Investors Operating Partnership,
/s/ Diane S. Armstrong                    L.P., a Delaware limited partnership,
------------------------------            Managing Member
Print Name: Diane S. Armstrong            

/s/ Peggy Purcell                         By:  Asset Investors Corporation, a
------------------------------                 Maryland corporation, General
Print Name: Peggy Purcell                      Partner


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


STATE OF Colorado
COUNTY OF Denver

         The foregoing  instrument was  acknowledged  before me this 10th day of
November, 1998, by David M. Becker as Chief Financial Officer of ASSET INVESTORS
CORPORATION,  a  Maryland  corporation,   General  Partner  of  ASSET  INVESTORS
OPERATING PARTNERSHIP, L.P., a Delaware limited partnership,  Managing Member of
AIOP GULFSTREAM HARBOR,  L.L.C., a Delaware limited liability company, on behalf
of the limited liability company, limited partnership and corporation. He/She is
personally known to me.


                                  NOTARY PUBLIC

                                            /s/ Lorri J. Owen
                                            -------------------------------
                                            Name:  Lorri J. Owen
                                            Serial #:
                                            My Commission Expires: July 02, 2001


3564-131-614682.3


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