Exhibit 4.1

                  WAIVER REGARDING STOCK OWNERSHIP RESTRICTIONS


         This WAIVER  REGARDING STOCK OWNERSHIP  RESTRICTIONS  (this  AWaiver@),
dated as of August 11,  2000,  is by and between  American  Land Lease,  Inc., a
Delaware  corporation and successor in interest to Asset  Investors  Corporation
(the ACompany@), and Terry Considine (the AStockholder@).

         WHEREAS,  pursuant to certain  provisions  contained  in the  Company=s
Second Amended and Restated  Certificate of  Incorporation  (the  ACertificate@;
capitalized  terms used herein but not otherwise  defined  herein shall have the
meanings  provided  in the  Certificate),  no person may,  among  other  things,
beneficially  own or directly or  indirectly  own shares of Capital Stock of the
Company  equal to or in excess of 5% of the aggregate  value of the  outstanding
shares of Common Stock (such provisions, as set forth in Section 7.2.1(a) of the
Certificate, the ARestrictive Ownership Provisions@);

         WHEREAS,  pursuant to Section  7.2.7 of the  Certificate,  the Board of
Directors may, in its sole  discretion,  exempt a person from the application of
any one or more of the Restrictive Ownership  Provisions,  subject to such terms
and conditions as the Board of Directors may determine; and

         WHEREAS,  the  Stockholder  has requested  that the Company  exempt the
Stockholder from application of certain of the Restrictive Ownership Provisions;
and the Company has  determined to provide such  exemption  and  establish  such
limit in  respect  of the  Stockholder,  subject  to the  terms  and  conditions
provided herein.

         NOW, THEREFORE, for mutual consideration the receipt of which is hereby
confirmed, the parties hereto agree as follows:

1.       The Stockholder  shall be exempt,  subject to the Excepted Holder Limit
         established in paragraph 3 below,  from the Aggregate  Stock  Ownership
         Limit as contained in Section 7.2.1(a)(i) of the Certificate.

2.       The Stockholder shall be exempt from the Section 382 Limit as contained
         in Section 7.2.1(a)(i) of the Certificate.

3.       The  exemption  granted  pursuant to paragraph 1 above shall be limited
         such  that the  percentage  of  shares  of  Common  Stock  owned by the
         Stockholder    (including    shares   owned    directly,    indirectly,
         constructively  or Beneficially)  shall not exceed the lesser of (a) 29
         percent,  and (b) the  excess of 34  percent  of the total  outstanding
         shares of Common  Stock of the  Company at such time over the  Excepted
         Holder Limit then  applicable to any person (other than the Stockholder
         or  Asset  Investors   Operating   Partnership,   a  Delaware   limited
         partnership) as determined by the Board of Directors in accordance with
         Section 7.2.7 of the  Certificate,  such percentage  being the Excepted

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         Holder Limit applicable to the Stockholder.

4.       The  Stockholder  agrees that he shall not own,  directly,  indirectly,
         constructively  or Beneficially,  any shares of Capital Stock in excess
         of the Excepted  Holder Limit as provided in paragraph 3 above,  except
         as otherwise permitted by Section 7.2.7(c) of the Certificate.

5.       The Stockholder  agrees that, except as expressly  provided herein, all
         of  the  provisions  contained  in  Article  SEVENTH  (ARestriction  on
         Transfer and Ownership of Shares@)  shall  continue to be applicable to
         the  Stockholder in respect of the  Stockholder=s  ownership of Capital
         Stock of the Company.

6.       This Waiver shall be governed by and construed in  accordance  with the
         laws of the State of Delaware.


         IN WITNESS  WHEREOF,  the parties hereto have duly executed this Waiver
as of the date provided above.

                                            AMERICAN LAND LEASE, INC.

                                            By:  /s/ Terry Considine
                                                --------------------------
                                                 Name: Terry Considine
                                                 Title:  Chief Executive Officer




                                           /s/ Terry Considine
                                           -------------------
                                           TERRY CONSIDINE