REVOLVING CREDIT PROMISSORY NOTE

Effective
Date of Note:     January 1, 1998

Amount of Note:   $20,000,000.00

         FOR VALUE  RECEIVED,  the  undersigned  (collectively,  "Makers")  does
hereby  covenant  and promise to pay to the order of ASSET  INVESTORS  OPERATING
PARTNERSHIP,  L.P., a Delaware limited partnership, or its successors or assigns
("Holder"),  at the following address: 3410 S. Galena Street, Suite 210, Denver,
Colorado  80231,  or at such  other  place as Holder may  designate  to Maker in
writing from time to time, in legal tender of the United States,  Twenty Million
and 00/100  Dollars  ($20,000,000.00)  or so much  thereof as shall be  advanced
pursuant to the Loan  Agreement (as defined below) between Maker and Holder (the
"Principal  Amount"),   together  with  interest  thereon,  to  be  computed  as
hereinafter provided. The said principal sum, or the amount thereof outstanding,
together with accrued and unpaid Regular  Interest,  Deferred Regular  Interest,
Contingent  Interest  and  Additional  Contingent  Interest,  as those terms are
defined in that certain Loan Agreement  dated of even date herewith by Makers as
Borrowers and Holder as Lender (the "Loan  Agreement"),  and all other sums then
outstanding,  due and payable  hereunder or any other Loan Documents (as defined
in the Loan Agreement),  shall be due and payable on or before December 31, 2018
(the "Maturity Date").

         This Note is a  revolving  credit  note.  Maker shall have the right to
repay all or part of this Note at any time and from time to time without premium
or  penalty.  Subject  to  Holder's  consent,  which  consent  may be granted or
withheld in Holder's sole discretion,  Maker may obtain advances and re-advances
money under this Note;  provided the  aggregate  outstanding  principal  balance
advanced under this Note shall not exceed the face amount of this Note.


     THIS REVOLVING CREDIT PROMISSORY NOTE RENEWS, IN ITS ENTIRETY, THAT CERTAIN
     REVOLVING  CREDIT  PROMISSORY NOTE DATED  EFFECTIVE  JANUARY 1, 1998 IN THE
     ORIGINAL  FACE  AMOUNT  OF  $20,000,000.00   (THE  "ORIGINAL  NOTE").  THIS
     REVOLVING  CREDIT  PROMISSORY  NOTE RENEWS THE FACE AMOUNT OF THE  ORIGINAL
     NOTE.  NO  ADDITIONAL  OBLIGORS ARE BEING ADDED TO THIS NOTE.  THE ORIGINAL
     NOTE WAS MADE,  EXECUTED AND DELIVERED OUTSIDE THE STATE OF FLORIDA AND WAS
     THEREFORE EXEMPT FROM FLORIDA  DOCUMENTARY STAMP TAX. THIS REVOLVING CREDIT
     PROMISSORY NOTE WILL BE MADE,  EXECUTED AND DELIVERED  OUTSIDE THE STATE OF
     FLORIDA  AND IS ALSO  EXEMPT  FROM  FLORIDA  DOCUMENTARY  STAMP  TAX.  THIS
     REVOLVING  CREDIT  PROMISSORY NOTE IS SECURED BY THAT CERTAIN  MORTGAGE AND
     SECURITY  AGREEMENT DATED EFFECTIVE JANUARY 1, 1998, AS AMENDED,  AS OF THE
     DATE OF  EXECUTION  OF THIS NOTE.  THE  MORTGAGE  AND THE  AMENDMENT TO THE
     MORTGAGE  WERE ALSO  MADE,  EXECUTED  AND  DELIVERED  OUTSIDE  THE STATE OF
     FLORIDA,  AND NEITHER THE MORTGAGE NOR THE AMENDMENT HAVE BEEN DELIVERED TO
     THE STATE OF FLORIDA FOR RECORDING OR ANY OTHER PURPOSE.

<PAGE>

         Capitalized  terms not otherwise  defined herein shall have the meaning
ascribed to such terms in the Loan Agreement.

         NOW,  THEREFORE,  in  consideration  of the  mutual  agreements  herein
expressed,   and  other  good  and  valuable  consideration,   the  receipt  and
sufficiency of which are hereby acknowledged,  the parties hereto agree that the
principal  indebtedness  and any other amounts due hereunder shall be payable as
follows:

         1. Payments of Interest.  Installments  of Regular  Interest,  Deferred
Regular Interest,  Contingent Interest and Additional  Contingent Interest shall
be due and payable in the manner and the times set forth in the Loan  Agreement.
The entire outstanding  principal  indebtedness  evidenced by this Note together
with accrued and unpaid Regular Interest thereon, together with Deferred Regular
Interest,  Contingent Interest and Additional Contingent Interest,  shall be due
and payable in full on the Maturity Date.

         2. Prepayment. This Note may be prepaid in whole or in part at any time
without penalty or premium. Any payment or prepayment hereunder shall be applied
first to unpaid costs of collection  and late  charges,  if any, then to accrued
and unpaid Regular  Interest,  then to accrued and unpaid  Contingent  Interest,
then to Additional  Contingent Interest and the balance, if any, to installments
of principal in the inverse order of their maturity.

         3. Usury Savings Clause. Maker shall have no obligation to pay interest
or payments in the nature of interest in excess of the maximum  rate of interest
allowed to be contracted for by law, as changed from time to time, applicable to
this Note (the "Maximum Rate").  Any interest in excess of the Maximum Rate paid
by Maker  ("excess  sum") shall be credited  as a payment of  principal,  or, if
Maker so requests in writing,  returned to Maker,  or, if the  indebtedness  and
other  obligations  evidenced  by this Note have been paid in full,  returned to
Maker  together  with interest at the same rate as was paid by Maker during such
period.  Any excess sum credited to  principal  shall be credited as of the date
paid to Holder.  The Maximum Rate varies from time to time and from time to time
there  may  be no  specific  maximum  rate.  Holder  may,  without  such  action
constituting a breach of any obligations to Maker,  seek judicial  determination
of the  applicable  rate of interest,  and its  obligation  to pay or credit any
proposed  excess  sum to Maker.  To the  extent  permitted  by  applicable  law,
determination of the legal maximum amount of interest shall at all times be made
by amortizing,  prorating,  allocating and spreading,  in equal parts during the
period of the full stated term of this Note, all interest at any time contracted
for,  charged or received from Maker in connection  with this Note and all other
agreements  between  Maker and Holder so that the  actual  rate of  interest  on
account of the indebtedness  represented by this Note is uniform  throughout the
term hereof.

         4.  Default.  Holder  shall have the right to declare the total  unpaid
balance hereof to be immediately due and payable in advance of the Maturity Date
or upon the occurrence of an Event of Default beyond  applicable notice and cure
period,  if  any,  pursuant  to the  Loan  Agreement.  TIME  IS OF  THE  ESSENCE
HEREUNDER.

         5. Late Charge.  Provided Holder has not accelerated  this Note,  Maker
shall pay Holder a late  charge of five  percent  (5%) of any  required  payment


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<PAGE>

which is not  received by Holder  within  thirty (30) days after said payment is
due. The parties agree that said charge is a fair and reasonable  charge for the
late payment and shall not be deemed a penalty.

         6. Attorneys'  Fees. In the event that this Note is collected by law or
through  attorneys  at law, or under advice  therefrom,  Maker agrees to pay all
costs of collection,  including reasonable  attorneys' fees, whether or not suit
is brought,  and whether incurred in connection with collection,  trial, appeal,
bankruptcy or other creditors' proceedings or otherwise.

         7. Partial Payments.  Acceptance of partial payments or payments marked
"payment  in full" or "in  satisfaction"  or words to similar  effect  shall not
affect the duty of Maker to pay all  obligations  due  hereunder,  and shall not
affect the right of Holder to pursue all remedies available to it under any Loan
Documents.

         8. Remedies Cumulative.  The remedies of Holder shall be cumulative and
concurrent, and may be pursued singularly, successively or together, at the sole
discretion of Holder,  and may be exercised as often as occasion  therefor shall
arise. No action or omission of Holder,  including  specifically  any failure to
exercise or forbearance  in the exercise of any remedy,  shall be deemed to be a
waiver or  release of the same,  such  waiver or  release  to be  effected  only
through a  written  document  executed  by  Holder  and then only to the  extent
specifically  recited  therein.  A waiver or release  with  reference to any one
event  shall not be  construed  as  continuing  or as  constituting  a course of
dealing,  nor shall it be  construed  as a bar to, or as a waiver or release of,
any subsequent remedy as to a subsequent event.

         9. Jurisdiction.  Maker hereby consents and submits to the jurisdiction
of the  courts  of the  State of  Colorado,  and,  notwithstanding  its place of
residence or organization or the place of execution of this Note, any litigation
relating  hereto,  whether arising in contract or tort, by statute or otherwise,
shall be brought in (and, if brought  elsewhere,  may be transferred to) a State
court of competent jurisdiction in Denver County, Colorado.

         10.  Notice.  Any  notice  to be given or to be  served  upon any party
hereto in connection with this Note, whether required or otherwise, may be given
in any manner permitted under the Loan Documents.

         11.  Construction.  If more than one party shall execute this Note, the
term "Maker" shall mean all parties  signing this Note, who shall be jointly and
severally obligated hereunder. The term "other person liable for payment hereof"
shall include any endorser,  guarantor,  surety or other person now or hereafter
primarily or secondarily liable for the payment of this Note, whether by signing
this or another instrument.  Whenever the context so requires, the neuter gender
includes the  feminine  and/or  masculine,  as the case may be, and the singular
number includes the plural, and the plural number includes the singular.

         12.  Waiver.  Except as  otherwise  provided  herein,  Maker hereby (a)
expressly waives any valuation and appraisal,  presentment,  demand for payment,
notice of dishonor, protest, notice of nonpayment or protest, all other forms of
notice  whatsoever,  and diligence in collection;  (b) consents that Holder may,
from time to time and  without  notice  to any of them or  demand,  (i)  extend,
rearrange, renew or postpone any or all payments, (ii) release, exchange, add to


                                       3
<PAGE>

or  substitute  all or any part of the  collateral  for this Note,  and/or (iii)
release Maker (or any  co-maker) or any other person liable for payment  hereof,
without in any way modifying,  altering, releasing,  affecting or limiting their
respective liability or the lien of any security instrument; and (c) agrees that
Holder,  in order to enforce payment of this Note against any of them, shall not
be  required  first to  institute  any suit or to  exhaust  any of its  remedies
against  Maker (or any  co-maker) or against any other person liable for payment
hereof or to attempt to realize on any collateral for this Note.

         13. Waiver of Jury Trial; Consent to Jurisdiction.

             i. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, MAKERS AND
HOLDER EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY AGREE TO WAIVE THEIR
RESPECTIVE  RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING  OUT OF  THIS  NOTE,  ANY  OTHER  DOCUMENT,  OR ANY  DEALINGS,  CONDUCT,
STATEMENTS  (WHETHER VERBAL OR WRITTEN) OR ACTIONS BY EITHER OF THEM RELATING TO
THE SUBJECT MATTER OF THIS NOTE AND THE RELATIONSHIP  BETWEEN THEM. THE SCOPE OF
THIS WAIVER IS INTENDED TO ENCOMPASS  ANY AND ALL DISPUTES  THAT MAY BE FILED IN
ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS NOTE,  INCLUDING WITHOUT
LIMITATION,  CONTRACT CLAIMS, TORT CLAIMS,  BREACH OF DUTY CLAIMS, AND ALL OTHER
COMMON LAW AND STATUTORY  CLAIMS.  HOLDER AND MAKERS EACH  ACKNOWLEDGE THAT THIS
WAIVER IS MATERIAL  INDUCEMENT  FOR THE HOLDER  ENTERING INTO THIS AGREEMENT AND
THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE  DEALINGS.
HOLDER AND MAKERS  EACH  FURTHER  WARRANT  AND  REPRESENT  THAT EACH OF THEM HAS
REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT EACH OF THEM  KNOWINGLY AND
VOLUNTARILY  WAIVES  ITS JURY TRIAL  RIGHTS  FOLLOWING  CONSULTATION  WITH LEGAL
COUNSEL. THIS WAIVER IS IRREVOCABLE,  MEANING THAT IT MAY NOT BE MODIFIED EITHER
ORALLY OR IN WRITING,  AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT  AMENDMENTS,
RENEWALS,  SUPPLEMENTS, OR MODIFICATIONS TO THIS NOTE OR ANY OTHER LOAN DOCUMENT
OR AGREEMENTS RELATING TO THIS NOTE.

             ii. HOLDER AND MAKER HERETO  CONSENT FOR  THEMSELVES AND IN RESPECT
OF  THEIR  PROPERTIES,  GENERALLY,   UNCONDITIONALLY  AND  IRREVOCABLY,  TO  THE
NON-EXCLUSIVE  JURISDICTION  OF THE  FEDERAL  AND  STATE  COURTS IN THE STATE OF
COLORADO WITH RESPECT TO ANY PROCEEDING RELATING TO ANY MATTER, CLAIM OR DISPUTE
ARISING UNDER THIS NOTE OR THE LOAN DOCUMENTS OR THE  TRANSACTIONS  CONTEMPLATED
HEREBY. MAKERS FURTHER CONSENT,  GENERALLY,  UNCONDITIONALLY AND IRREVOCABLY, TO
THE  NON-EXCLUSIVE  JURISDICTION OF THE STATE AND FEDERAL COURTS OF THE STATE IN
WHICH ANY OF THE PROPERTY IS LOCATED IN RESPECT OF ANY  PROCEEDINGS  RELATING TO
ANY MATTER,  CLAIM OR DISPUTE  ARISING WITH RESPECT TO SUCH  COLLATERAL.  MAKERS


                                       4
<PAGE>

FURTHER   IRREVOCABLY   CONSENT   TO  THE   SERVICE   OF   PROCESS,   GENERALLY,
UNCONDITIONALLY  AND  IRREVOCABLY,  AT  THE  ADDRESSES  SET  FORTH  BELOW  THEIR
RESPECTIVE  SIGNATURES IN CONNECTION  WITH ANY OF THE AFORESAID  PROCEEDINGS  IN
ACCORDANCE  WITH  THE  RULES  APPLICABLE  TO  SUCH  PROCEEDINGS.  TO THE  EXTENT
PERMITTED BY APPLICABLE LAW, MAKERS HEREBY IRREVOCABLY WAIVE ANY OBJECTION WHICH
ANY OF THEM MAY NOW HAVE OR HAVE IN THE FUTURE TO THE LAYING OF VENUE IN RESPECT
OF ANY OF THE AFORESAID PROCEEDINGS BROUGHT AND THE COURTS REFERRED TO ABOVE AND
AGREE  NOT TO  PLEAD  OR CLAIM IN ANY  SUCH  COURT  THAT  ANY  SUCH  ACTIONS  OR
PROCEEDINGS BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
NOTHING  HEREIN SHALL EFFECT THE RIGHTS OF HOLDER TO SERVE PROCESS IN ANY MANNER
PERMITTED BY LAW OR TO COMMENCE  PROCEEDINGS OR OTHERWISE PROCEED AGAINST MAKERS
IN ANY JURISDICTION.

         14.  GOVERNING  LAW. WITH RESPECT TO MATTERS  RELATING TO THE CREATION,
PERFECTION AND PROCEDURES  RELATING TO THE ENFORCEMENT OF THE LIENS AND SECURITY
INTERESTS  CREATED  PURSUANT TO THE MORTGAGE,  THE MORTGAGE SHALL BE GOVERNED BY
AND BE CONSTRUED IN ACCORDANCE  WITH THE LAWS OF THE STATE IN WHICH THE PROPERTY
IS LOCATED,  IT BEING  UNDERSTOOD THAT,  EXCEPT,  AS EXPRESSLY SET FORTH IN THIS
PARAGRAPH AND TO THE FULLEST  EXTENT  PERMITTED BY THE LAWS OF SUCH STATES,  THE
LAWS OF THE STATE OF COLORADO SHALL GOVERN ALL MATTERS RELATING TO THIS NOTE AND
ALL OF THE INDEBTEDNESS AND OBLIGATIONS  DESCRIBED HEREIN. IT IS ACKNOWLEDGED BY
MAKERS THAT HOLDER'S PRINCIPAL PLACE OF BUSINESS IS DENVER,  COLORADO,  THAT THE
TERMS AND CONDITIONS OF THE NOTE HAVE BEEN SUBSTANTIALLY NEGOTIATED IN THE STATE
OF  COLORADO  AND THAT ALL  PROCEEDS  SHALL BE  FUNDED BY HOLDER IN THE STATE OF
COLORADO.  ALL OTHER LOAN  DOCUMENTS  DESCRIBED  HEREIN SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO.

         15. Prior Agreement. The terms and conditions of this Note and the Loan
Documents amend certain prior agreements and  understandings  between Holder and
the Makers and/or  affiliates of the Makers.  While Holder and Makers intend the
provisions  of this Note and the  other  Loan  Documents  to amend the terms and
conditions  of such prior  agreements,  the  parties  hereto  agree that  parole
evidence  of all such  prior  agreements  shall be  admissible  in any  disputes
arising hereunder.


                                       5
<PAGE>


         IN WITNESS  WHEREOF,  Maker has executed  this Note on the day and year
first above written.

                                COMMUNITY ACQUISITION AND DEVELOPMENT
                                CORPORATION, a Delaware corporation

                                By: /s/Phillip Giovinco
                                    ----------------------------
                                    Phillip Giovinco
                                    Vice President

                                Address: 2637 McCormick Drive
                                         Suite B
                                         Clearwater, Florida 34619


                                COMMUNITY CASA DEL MAR JOINT VENTURE,
                                a Delaware general partnership

                                By: COMMUNITY ACQUISITION AND DEVELOPMENT
                                    CORPORATION, a Delaware corporation, as a 
                                    general partner

                                    By: /s/Phillip Giovinco
                                        ----------------------------
                                        Phillip Giovinco
                                        Vice President

                                Address: 2637 McCormick Drive
                                         Suite B
                                         Clearwater, Florida 34619

                                By: COMMUNITY BLUE HERON PINES CORPORATION, a
                                    Florida corporation,
                                    as its general partner

                                    By: /s/Phillip Giovinco
                                        ----------------------------
                                        Phillip Giovinco
                                        Vice President

                                Address: 2637 McCormick Drive
                                         Suite B
                                         Clearwater, Florida 34619


<PAGE>

                                COMMUNITY SUNLAKE JOINT VENTURE, a Delaware
                                limited partnership

                                By: COMMUNITY ACQUISITION AND DEVELOPMENT
                                    CORPORATION, a Delaware corporation, as its
                                    general partner

                                    By: /s/Phillip Giovinco
                                        ----------------------------
                                        Phillip Giovinco
                                        Vice President

                                Address: 2637 McCormick Drive
                                         Suite B
                                         Clearwater, Florida 34619


                                By: COMMUNITY SUNLAKE
                                    CORPORATION, a Florida corporation, as
                                    its general partner

                                    By: /s/Phillip Giovinco
                                        ----------------------------
                                        Phillip Giovinco
                                        Vice President

                                Address: 2637 McCormick Drive
                                         Suite B
                                         Clearwater, Florida 34619


                                COMMUNITY BRENTWOOD JOINT
                                VENTURE, a Delaware limited partnership

                                By: COMMUNITY ACQUISITION AND
                                    DEVELOPMENT CORPORATION, a
                                    Delaware corporation, as its general partner

                                    By: /s/Phillip Giovinco
                                        ----------------------------
                                        Phillip Giovinco
                                        Vice President

                                Address: 2637 McCormick Drive
                                         Suite B
                                         Clearwater, Florida 34619

<PAGE>

                                By: COMMUNITY BRENTWOOD
                                    CORPORATION, a Florida corporation,
                                    as its general partner

                                    By: /s/Phillip Giovinco
                                        ----------------------------
                                        Phillip Giovinco
                                        Vice President

                                Address: 2637 McCormick Drive
                                         Suite B
                                         Clearwater, Florida 34619


                                COMMUNITY SAVANNA CLUB JOINT VENTURE,
                                a Delaware limited partnership

                                By: COMMUNITY ACQUISITION AND
                                    DEVELOPMENT CORPORATION, a
                                    Delaware corporation, as its general partner

                                    By: /s/Phillip Giovinco
                                        ----------------------------
                                        Phillip Giovinco
                                        Vice President

                                Address: 2637 McCormick Drive
                                         Suite B
                                         Clearwater, Florida 34619


                                By: COMMUNITY SAVANNA CLUB
                                    CORPORATION, a Florida corporation, as
                                    its general partner

                                    By: /s/Phillip Giovinco
                                        ----------------------------
                                        Phillip Giovinco
                                        Vice President

                                Address: 2637 McCormick Drive
                                         Suite B
                                         Clearwater, Florida 34619

<PAGE>

                                ROYAL PALM VILLAGE, LLC., a
                                Georgia limited liability company

                                By: PARKEMORE FAIRVIEW L.L.C., a
                                    Georgia limited liability company,
                                    its authorized member

                                    By: /s/Phillip Giovinco
                                        ----------------------------
                                        Phillip Giovinco
                                        Vice President

                                Address: 2637 McCormick Drive
                                         Suite B
                                         Clearwater, Florida 34619
6374-008-0485620.05