AMENDED AND RESTATED LOAN AGREEMENT

         THIS AMENDED AND RESTATED  LOAN  AGREEMENT,  dated as of the 1st day of
January, 1998, by and between COMMUNITY ACQUISITION AND DEVELOPMENT CORPORATION,
a  Delaware  corporation  ("CADC"),  COMMUNITY  CASA DEL MAR  JOINT  VENTURE,  a
Delaware  general  partnership  ("Casa  del Mar JV"),  COMMUNITY  SUNLAKE  JOINT
VENTURE,  a Delaware general  partnership  ("Sunlake JV"),  COMMUNITY  BRENTWOOD
JOINT  VENTURE,  a Delaware  general  partnership  ("Brentwood  JV"),  COMMUNITY
SAVANNA CLUB JOINT VENTURE, a Delaware general partnership  ("Savanna Club JV"),
COMMUNITY  BLUE HERON PINES  CORPORATION,  a Florida  corporation  ("Blue  Heron
Corporation"),  COMMUNITY SUNLAKE CORPORATION,  a Florida corporation  ("Sunlake
Corporation"),   COMMUNITY   BRENTWOOD   CORPORATION,   a  Florida   corporation
("Brentwood  Corporation"),   COMMUNITY  SAVANNA  CLUB  CORPORATION,  a  Florida
corporation ("Savanna Club Corporation"), and ROYAL PALM VILLAGE, LLC, a Georgia
limited  liability company ("Royal Palm")  (hereinafter,  CADC, Casa del Mar JV,
Sunlake  JV,  Brentwood  JV,  Savanna  Club JV and Royal  Palm are  collectively
referred to as the "Borrowers" and, Blue Heron Corporation, Sunlake Corporation,
Brentwood  Corporation,  and Savannah Club Corporation are collectively referred
to as "Guarantors") and ASSET INVESTORS OPERATING PARTNERSHIP,  L.P., a Delaware
limited partnership (hereinafter referred to as "Lender").

                              W I T N E S S E T H :

         WHEREAS,  Borrowers,  Guarantors  and Lender  entered into that certain
Loan Agreement dated as of January 1, 1998 (the "Original Loan Agreement");

         WHEREAS, Borrowers,  Guarantors and Lender are desirous of amending and
restating the Original Loan Agreement in its entirety,  as more particularly set
forth herein below;

         WHEREAS,  CADC is the  owner of a  ninety-nine  percent  (99%)  general
partnership  interest in Casa Del Mar JV, Sunlake JV,  Brentwood JV, and Savanna
Club JV; and

         WHEREAS,  Blue Heron  Corporation  is the owner of a one  percent  (1%)
general partnership interest in Casa del Mar JV; and

         WHEREAS, Sunlake Corporation is the owner of a one percent (1%) general
partnership interest in Sunlake JV; and

         WHEREAS,  Brentwood  Corporation  is the  owner of a one  percent  (1%)
general partnership interest in Brentwood JV; and

         WHEREAS,  Savanna Club  Corporation  is the owner of a one percent (1%)
general partnership interest in Savanna Club JV; and

         WHEREAS, CADC is the fee simple owner of the undeveloped portion of the
Park Royale Mobile Home Park ("Park Royale Mobile Home Park"), which undeveloped
portion is legally  described  on Exhibit "A" attached  hereto and  incorporated
herein by reference; and


<PAGE>

         WHEREAS, CADC is the fee simple owner of the undeveloped portion of the
Stonebrook Mobile Home Park ("Stonebrook  Mobile Home Park"),  which undeveloped
portion is legally  described  on Exhibit "B" attached  hereto and  incorporated
herein by reference; and

         WHEREAS, CADC is the fee simple owner of the undeveloped portion of the
Forest View Mobile Home Park ("Forest View Mobile Home Park"), which undeveloped
portion is legally  described  on Exhibit "C" attached  hereto and  incorporated
herein by reference; and

         WHEREAS, Royal Palm is the fee simple owner of that certain mobile home
park  commonly  known as Royal Palm  Mobile Home Park  ("Royal  Palm Mobile Home
Park") and located on the  property  legally  described  on Exhibit "D" attached
hereto and incorporated herein by reference; and

         WHEREAS,  Casa del Mar JV is the owner of that certain mobile home park
commonly  known as Blue Heron Pines  Mobile Home Park ("Blue  Heron Pines Mobile
Home  Park") and  located  on the  property  legally  described  on Exhibit  "E"
attached hereto and incorporated herein by reference; and

         WHEREAS,  Sunlake  JV is the  owner of that  certain  mobile  home park
commonly  known as Sunlake  Mobile  Home Park  ("Sunlake  Mobile Home Park") and
located on the property  legally  described  on Exhibit "F" attached  hereto and
incorporated herein by reference; and

         WHEREAS,  Brentwood  JV is the owner of that  certain  mobile home park
commonly known as Brentwood Mobile Home Park ("Brentwood  Mobile Home Park") and
located on the property  legally  described  on Exhibit "G" attached  hereto and
incorporated herein by reference; and

         WHEREAS, Savanna Club JV is the owner of the model center and Phases IV
through X,  inclusive,  that certain  mobile home park commonly known as Savanna
Club  Mobile  Home Park  ("Savanna  Club  Mobile  Home Park") and located on the
property  legally  described  on Exhibit "H"  attached  hereto and  incorporated
herein by reference; and

         WHEREAS,  Borrowers and Guarantors  previously  applied to Lender for a
revolving  credit loan in the  maximum  principal  amount of Twenty  Million and
00/100 Dollars  ($20,000,000.00)  as evidenced by that certain  revolving credit
promissory  note  dated  January  1,  1998 in the  maximum  principal  amount of
$20,000,000.00,  as said note has been renewed of even date  herewith  solely by
the Borrowers  pursuant to that certain renewal revolving credit promissory note
in the maximum principal amount of $20,000,000.00 (the "Loan:); and

         WHEREAS, Guarantors have agreed to guarantee the Loan; and

         WHEREAS, Borrowers, Guarantors and Lender have negotiated the terms and
conditions of, and wish to enter into,  this Agreement in order to set forth the
terms and conditions of the disbursement and repayment of the Loan.

         NOW, THEREFORE, in consideration of the premises, and of the Guarantors
mutual  covenants and agreements set forth below,  Borrowers and Lender agree as
follows:

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<PAGE>

         1. DEFINITIONS.  As used in this Agreement the terms listed below shall
have the following meanings unless otherwise required by the context:

              (a)  "Additional  Contingent  Interest"  shall  mean  that term as
defined in Paragraph 7 hereof.

              (b) "Advance" shall mean an advance of money made by Lender to one
or more of the  Borrowers  pursuant  to the  provisions  of  paragraph 2 hereof,
including, without limitation, all advances made prior to the date hereof.

              (c)  "Affiliate"  shall  mean any  entity in which a  Borrower  or
Guarantor, or a shareholder,  partner or member of a Borrower or Guarantor owns,
directly or  indirectly,  ten (10%) percent or more of the capital  interests or
voting  power  thereof,  or any  individual  or entity  which owns,  directly or
indirectly,  ten (10%) percent or more of the capital  interests or voting power
of any Borrower or shareholders, partners or members thereof.

              (d) "Applicable  Tranche" shall mean the Casa Del Mar Tranche, the
Sunlake Tranche,  the Brentwood Tranche,  the Savanna Club Tranche,  Park Royale
Tranche, Stonebrook Tranche, Forest View Tranche, and the Royal Palm Tranche.

              (e) "Appraiser" shall mean an independent MAI appraiser designated
or approved by the Lender.

              (f) "Assignment of Leases,  Rents and Contract  Rights" shall mean
the Assignment of Leases,  Rents and Contract Rights dated of even date herewith
from Borrowers  assigning to Lender all of its right,  title and interest in and
to all agreements  for the leasing of the Property or any part thereof,  if any,
and all rents, issues and profits derived or to be derived from the Property.

              (g)  "Assignment  of  Permits,  Agreements,  Approvals,  Fees  and
Deposits" shall mean the Assignment of Permits, Agreements,  Approvals, Fees and
Deposits of even date herewith from  Borrowers  assigning to Lender all contract
rights,  sewer  tap  rights,   utility  commitments,   licenses  and  agreements
pertaining directly or indirectly to the Property and the development thereof.

              (h)  "Brentwood  Tranche" shall mean all Advances of the Loan made
by  Lender to fund  acquisition,  development  and  operating  expenses  for the
Brentwood Mobile Home Park.

              (i)  "Budget"  shall have the  meaning  set forth in  paragraph  3
hereinbelow.

              (j) "Business  Day" shall mean a day of the year on which banks in
Denver, Colorado, are open for business.

              (k)   "Capital   Expenditures"   shall  mean   those   arms-length
expenditures  customarily  characterized  as capital  expenditures in accordance
with generally accepted accounting principles consistently applied.

              (l) "Casa del Mar  Tranche"  shall mean all  Advances  of the Loan
made by Lender to fund acquisition,  development and operating  expenses for the
Blue Heron Mobile Home Park.

                                       3
<PAGE>

              (m)  "CPI"  shall  mean  the  United  States  Department  of Labor
Statistics  Consumer Price Index for All Urban Consumers - U.S. City Average for
"All Items" (1982-1984=100).

              (n)  "Construction  Improvements"  shall  mean  those  facilities,
including,  but not limited to, manufactured housing pads,  driveways,  Set-ups,
infrastructure,  utilities,  irrigation and landscaping to be constructed on the
Property by the Borrowers.

              (o)  "Contingent  Interest"  shall  mean that term as  defined  in
Paragraph 6 hereof.

              (p)  "Conversion"  shall  mean  the  process  whereby  any  of the
Projects are conveyed,  sold, transferred or otherwise converted into a resident
owned  community  through  the  use  of  a  cooperative,  condominium  or  other
homeowners'  association regime,  limited partnership or other entity, which are
developer sponsored or third party initiated programs.

              (q)  "Conveyance"  shall mean the sale,  transfer or conveyance of
any of the  Projects or any direct or indirect  interest  therein  (other than a
lease  of a  mobile  home pad for a term of less  than  two (2)  years),  or the
exchange thereof for other real property, or the sale, transfer or conveyance of
any direct or indirect  interest  in any entity  which owns or  otherwise  has a
direct or indirect  interest  in any of the  Projects,  or any portion  thereof,
whether as lessee or operator or otherwise),  whether to a third party purchaser
in an arms-length transaction,  or in connection with a judicial or non-judicial
foreclosure  sale or the  acceptance of a  deed-in-lieu  of  foreclosure,  or in
connection with the exercise of the power of condemnation or eminent domain with
respect to any of the Projects, or otherwise.

              (r) "Debt  Service"  shall mean all Regular  Interest and Deferred
Regular  Interest (and expressly  excluding  Contingent  Interest and Additional
Contingent  Interest) and any other  charges  actually paid from time to time by
the Borrowers to the Lender after the date hereof pursuant to the Note.

              (s) "Deferred Regular Interest" shall mean interest computed daily
at the rate of three  percent  (3%) per annum on the  outstanding  amount of the
Sunlake  Tranche,  Brentwood  Tranche  and the Casa del Mar  Tranche  made  with
respect to Blue Heron Pines Mobile Home Park,  Sunlake Mobile Home Park,  and/or
Brentwood  Mobile Home Park,  taking into account the total  return  received by
Lender  with  respect to the  portion of the Loan  encumbering  Blue Heron Pines
Mobile Home Park,  Sunlake Mobile Home Park and Brentwood  Mobile Home Park plus
the return received by Lender from Pinewood Mobile Home Park and Pleasant Living
Mobile Home Park (which are owned in fee simple by Lender).  Said interest shall
be computed based upon a 360 day year for the actual number of days outstanding.
Said interest shall accrue and shall be due and payable  contemporaneously  with
the  obligation to pay  Additional  Contingent  Interest which arises due to the
Conveyance  or Financing of Blue Heron Pines  Mobile Home Park,  Sunlake  Mobile
Home Park, and/or Brentwood Mobile Home Park.

              (t)  "Development  Fee"  shall  mean the sum  equal  to seven  and
one-half percent (7.5%) of hard costs, up to One Million Dollars ($1,000,000.00)
and  five  percent  (5%)  thereafter  of the  costs  to  construct  Construction
Improvements with respect to each applicable Project, as said development fee is
more particularly set forth in the Budget for each Project.

              (u)  "Event  of  Default"  shall  mean  that  term as  defined  in


                                       4
<PAGE>

paragraph 9 hereinbelow.

              (v) "Expenses"  shall mean the aggregate amount of monies actually
paid by the Borrowers in connection with the operation of the Projects  pursuant
to arms-length  transactions  during each respective Loan Quarter and Loan Year,
as the case may be, except as hereinafter provided to the contrary, for (i) Debt
Service, (ii) Labor Costs, (iii) general maintenance,  repairs and replacements,
(iv) premiums actually paid by the Borrowers for insurance  customarily  carried
for property  comparable to the Projects (which premiums,  to the extent they do
not relate to policies of insurance  required to be  maintained by the Borrowers
under the  Mortgage  or this Loan  Agreement,  shall be subject to the  Lender's
prior written  approval),  (v) charges  (including  applicable  taxes) for or in
connection with  electricity,  fuel oil and other utilities at the Projects (vi)
real estate taxes,  assessments,  water charges and sewer rents, (vii) customary
and  reasonable  accounting  and auditing  expenses and customary and reasonable
attorneys'  fees,  (viii)  management  fees paid to a managing agent  reasonably
approved by the Lender in its sole  discretion,  which management fees shall not
exceed such amounts as the Lender reasonably deems to be commercially reasonable
(it  being  agreed  that a  management  fee of  six  percent  (6%)  or  less  is
commercially  reasonable),  (ix) fees paid to  unaffiliated  third  parties  for
consulting,  engineering or other professional  services provided that such fees
are customary and  commercially  reasonable in amount,  (x) other expenses which
are not  discretionary  and are  required  by law,  and (xi) other  commercially
reasonable expenses in connection with, and related solely to, the operation and
maintenance  of the  Projects  which  are  usual and  customary  for  comparable
properties  located  in the  vicinity  of the  Projects  and  which  are paid in
accordance with the Budget for the respective Projects that has been approved in
writing by the Lender, which approval shall not be unreasonably withheld. All of
the  foregoing  items shall be  substantiated  by evidence  satisfactory  to the
Lender.  Without  limiting  the  generality  of those  items  which shall not be
included in, or which shall be excluded from,  Expenses,  the following shall be
specifically excluded from, Expenses:

                    (i) general overhead  expenses of the Borrowers,  whether in
     connection with the operation of the Property or otherwise;

                    (ii) depreciation, amortization and other non-cash items;

                    (iii) prepaid expenses which are not customarily  prepaid in
     the ordinary course of business;

                    (iv) Capital  Expenditures (other than Capital  Expenditures
     which relate to minor capital improvements,  which shall be deemed to be an
     Expense  but only (x) if the Lender  shall have  approved  same in writing,
     which approval shall not be unreasonably  withheld and (y) in an amount not
     to exceed for the applicable period, the amortization for such improvements
     determined on a straight line basis over the useful life of the improvement
     in accordance with generally accepted accounting  principles,  consistently
     applied); and

                    (v) any cost,  fee,  expense  or item  which  the  Borrowers
     characterize as either Financing Expenses or Transfer Expenses.

              (w)  "Financing"  shall  mean (i) any  mortgage  or other  secured
transaction closed in connection with a refinancing of any portion of this Loan,
(ii) any  refinancing  of any mortgage or other  secured  transaction  which was
closed in  connection  with a refinancing  of this Loan (and any  refinancing(s)
from time to time of any such refinancing(s)) and (iii) any mortgage (other than


                                       5
<PAGE>

the  Mortgage) or other  secured  transaction  which  constitutes  a lien on the
Property, or any portion thereof, whether or not consented to by the Lender.

              (x) "Financing Expenses" shall mean the aggregate amount of monies
actually  paid  by  the  Borrowers  pursuant  to  arms-length   transactions  in
connection with a Financing for customary and reasonable closing costs, fees and
expenses  incurred in connection  with the closing of a Financing,  which costs,
fees and expenses are subject to the prior  written  reasonable  approval of the
Lender in its sole discretion. All of the foregoing items shall be substantiated
by evidence satisfactory to the Lender.

              (y) "Financing  Proceeds"  shall mean the principal  amount of any
Financing.

              (z)  "Financing  Statements"  shall mean the financing  statements
from Borrowers to Lender to perfect Lender's  security  interest in the personal
property described in the Mortgage.

              (aa)  "Forest  View  Tranche"  shall mean all Advances of the Loan
made by Lender to fund acquisition,  development and operating  expenses for the
Forest View Mobile Home Park.

              (bb) "Gross  Income"  shall mean the  aggregate of all income from
all  sources in  respect of the  Projects  (solely  to the  extent  such  income
qualifies as rents from real  property  within the meaning of Section  856(d) of
the Internal  Revenue Code of 1986, as amended (the  "Internal  Revenue  Code"))
received by the  Borrowers  for each  respective  Loan Quarter and Loan Year, as
case may be,  other than (i) Sales  Proceeds,  (ii)  Financing  Proceeds,  (iii)
condemnation  awards and insurance  proceeds  (except for the proceeds of rental
loss insurance, which shall be deemed to be Gross Income) to the extent actually
used by Borrowers to restore the affected  Project and (iv)  security  deposits,
except  to the  extent  such  sums  are  applied  to the  payment  of any  rent,
additional  rent or other  sums due  under  any of the  Leases.  Notwithstanding
anything in this Amended and Restated  Loan  Agreement or Loan  Documents to the
contrary,  if there is a final determination by the Internal Revenue Service, or
court of competent  jurisdiction or if Lender  determines that any of the income
which  constitutes  a portion of the Gross Income did not  constitute  rent from
real property within the meaning of Section 856(d) of the Internal  Revenue Code
and was erroneously included within the Gross Income for purposes of determining
Net Cash Flow and the amount of  Contingent  Interest  payable to Lender,  then,
without  prejudice to any other  remedies  that lender  might have,  lender will
promptly  refund to  appropriate  Borrower the  resultant  amount of  Contingent
Interest received in error.  Parties further agree to treat the repayment of any
such  Contingent  Interest to extent  possible,  as a retroactive  adjustment to
Contingent Interest for all tax and other purposes.

              (cc)  "Labor  Costs"  shall  mean  all  customary  and  reasonable
expenses  actually paid by the Borrowers out of funds other than the proceeds of
the Loan pursuant to arms-length  transactions during any Loan Quarter which are
directly  related to the employment of personnel whose  responsibilities  relate
solely to the  Projects  including  amounts  paid for wages,  salaries and other
compensation  for services,  payroll,  social  security,  unemployment and other
similar taxes, worker's compensation insurance,  disability benefits,  pensions,
hospitalization,  retirement  plans and group  insurance,  uniforms  and working
clothes  and  the  cleaning  thereof,  and  expenses  imposed  pursuant  to  any
collective bargaining agreement.

                                       6
<PAGE>

              (dd)  "Leases"  shall  mean all  leases,  subleases  or  occupancy
agreements affecting the Property or any portion thereof.

              (ee) "Loan  Quarter"  shall mean the period  beginning on the date
hereof and ending March 31, 1998 and each  subsequent  three (3) calendar  month
period thereafter until all Additional Contingent Interest pursuant to Paragraph
7 hereof shall have been paid.

              (ff)  "Loan  Year"  shall mean the  period  beginning  on the date
hereof and ending on December 31, 1998, and each subsequent twelve (12) calendar
month period  thereafter until all Additional  Contingent  Interest  pursuant to
Paragraph 6 hereof shall have been paid.

              (gg) "Loan  Agreement"  shall mean this Amended and Restated  Loan
Agreement and any and all  amendments,  modifications,  renewals,  replacements,
extensions and substitutions thereof or therefor.

              (hh) "Loan  Document"  shall  mean,  collectively,  the Note,  the
Mortgage, this Amended and Restated Loan Agreement and any other mortgage, note,
loan  agreement,  document,  instrument,   agreement  and  guaranty  evidencing,
securing  or  otherwise  relating to the Loan,  now or  hereafter  executed  and
delivered, and any and all amendments,  modifications,  renewals, extensions and
replacements thereof and substitutions therefor.

              (ii)  "Maturity  Date" shall mean the earlier of December 31, 2018
(the "Stated Maturity Date"), or the date upon which the indebtedness  evidenced
hereby  becomes  due and  payable  by  reason  of the  occurrence  of a Event of
Default.

              (jj)  "Mortgage"  shall mean that  certain  Amended  and  Restated
Mortgage and Security  Agreement  dated as of even date  herewith,  executed and
delivered by the  Borrowers in favor of the Lender in  connection  with the Loan
and  encumbering  the  Property,  and  any and  all  amendments,  modifications,
renewals,  increases,  replacements,   additions,   consolidations,   spreaders,
extensions, re-advances and substitutions thereof or therefor.

              (kk) "Net Cash Flow" shall mean, for each  respective Loan Quarter
and Loan Year,  as the case may be, the amount,  if any,  by which Gross  Income
exceeds Expenses for such Loan Quarter or Loan Year.

              (ll) "Net Financing  Proceeds"  shall mean the amount,  if any, by
which Financing Proceeds exceeds Financing Expenses relating to a Financing.

              (mm) "Net Sales Proceeds" shall mean the amount,  if any, by which
Sales Proceeds exceeds Transfer Expenses.

              (nn) "Note" shall mean the  Revolving  credit  promissory  note of
even date herewith from Borrowers to the order of Lender in the principal amount
of $20,000,000.00 evidencing the Loan.

              (oo) "Park  Royale  Tranche"  shall mean all  Advances of the Loan
made by Lender to fund acquisition,  development and operating  expenses for the
Park Royale Mobile Home Park.

                                       7
<PAGE>

              (pp)  "Projects"  shall mean  collectively  the Park Royale Mobile
Home,  the  Stonebrook  Mobile Home Park,  the Forest View Mobile Home Park, the
Royal Palm Mobile Home Park,  the Blue Heron Pines Mobile Home Park, the Sunlake
Mobile Home Park,  the Brentwood  Mobile Home Park,  and the Savanna Club Mobile
Home Park.

              (qq) "Property" shall mean the real property  described on Exhibit
"A" through "H" attached hereto and incorporated herein by reference.

              (rr) "Regular  Interest" shall mean interest computed daily at the
rate of ten  percent  (10%)  per  annum  on the  outstanding  amount  of all the
Applicable  Tranches.  Said interest shall be computed based upon a 360 day year
for the actual number of days  outstanding.  Said interest shall only be due and
payable  to the extent  the Net Cash Flow is  sufficient.  To the extent the Net
Cash Flow is insufficient, said interest shall accrue until the Net Cash Flow is
sufficient to pay such accrued interest.  Notwithstanding  anything in the Note,
the Mortgage or this Loan Agreement to the contrary, Regular Interest may accrue
and remain unpaid from the effective date of the Note through December 31, 2002,
commencing  January  1,  2003,  and  annually  thereafter,  Borrowers  shall  be
obligated  to insure  that all Regular  Interest  that  accrues  during any such
annual  period  shall be paid  currently  on or before the last day of each such
year. Failure to insure that all Regular Interest that accrues for the year 2003
and each year  thereafter is paid in full before the last day of such year shall
constitute  an event of  default  under the  Note,  the  Mortgage  and this Loan
Agreement.

              (ss) "Royal Palm Tranche" shall mean all Advances of the Loan made
by Lender to fund acquisition,  development and operating expenses for the Royal
Palm Mobile Home Park.

              (tt) "Set-ups"  shall mean the amenities  attached or related to a
manufactured home which may include but are not limited to skirting, pilings, if
any, carports or garages, storage sheds and/or screened porches.

              (uu)  "Sales  Proceeds"  shall  mean the gross  proceeds  (and all
non-cash  consideration  (valued  at the  then  fair  market  value  thereof  as
reasonably determined or approved by the Lender)), if any, payable to, on behalf
or for the benefit of (or credited to the benefit of) the Borrowers or any other
owner of the Property then encumbered by the Mortgage,  or any portion  thereof,
or any  entity  affiliated  therewith,  or any other  person or entity  having a
direct or  indirect  interest in the  Property,  or any  portion  thereof,  with
respect to, or in connection  with, a Conveyance.  Sales Proceeds shall include,
without  limitation,  all assignment fees and other  consideration paid by or on
behalf of a third party as and for an assignment  of the buyer's  rights under a
contract  which relates to a Conveyance.  If the Borrowers or any other owner of
the Property, or any portion thereof, or any entity affiliated therewith, or any
other person or entity having a direct or indirect interest in the Property,  or
any portion thereof,  takes back any purchase money mortgage,  mortgage or other
security instrument (each, a "PM Mortgage") in connection with a Conveyance, one
hundred  percent (100%) of all sums credited to the purchase price pursuant to a
PM Mortgage (whether principal,  interest, additional interest or any other sum,
charge or amount  whatsoever)  shall be deemed to be Sales Proceeds  received by
the holder of the PM Mortgage  whether or not the funds are  actually  received.
All of the foregoing items shall be  substantiated  by evidence  satisfactory to
the Lender.

                                       8
<PAGE>

              (vv) "Savanna  Club  Tranche"  shall mean all Advances of the Loan
made by Lender to fund acquisition,  development and operating  expenses for the
Savanna Club Mobile Home Park.

              (ww) "Sunlake Tranche" shall mean all Advances of the Loan made by
Lender to fund acquisition,  development and operating  expenses for the Sunlake
Mobile Home Park.

              (xx) "Value of the Project" shall mean the appraised  value of the
applicable  Project as determined by an Appraiser in writing on the basis of (i)
what a willing and knowledgeable  buyer taking into account all relevant factors
concerning  the applicable  Project would pay in an  arms-length  acquisition of
such Project  (based upon the highest and best use of any portion  thereof which
is then undeveloped),  (ii) the Project being free and clear of the Mortgage and
any other security  interest and (iii) such other factors as the Appraiser deems
relevant or appropriate in determining the appraised value. The appraisal report
shall be  addressed  to the  Lender  and the  Borrowers,  shall be set  forth in
narrative form and shall contain,  among other things, the then current Value of
the Project and the assumptions  upon which such valuation is based all of which
must be satisfactory to the Lender.

         2. THE LOAN. Lender shall make the Loan to Borrowers in Advances,  upon
the terms and conditions set forth herein, and Borrowers shall take the Loan and
expressly  agrees to comply with and perform all of the terms and conditions the
Loan  Documents.  The Loan  shall be  evidenced  by the Note and  secured by the
Mortgage and other Loan  Documents.  Lender shall make Advances to the Borrowers
to fund the costs to  acquire,  operate  and  develop  the  Projects  including,
without  limitation,  (a) Capital  Expenditures,  (b) Expenses  (other than Debt
Service),  (c) the cost of a  Conversion,  (d) the cost of  Set-ups  and (e) any
construction  management fees payable to Borrowers under an approved Budget, (f)
the cost of Construction Improvements, (g) the Development Fees, (h) the cost of
Floor  Planning,  (i)  payments  for any existing  debt  encumbering  any of the
Projects,  and (j) the cost to  re-purchase  any mobile home lots owned by third
parties and located within any of the Projects;  provided, however, Lender shall
have no  obligation  to make  Advances  for  such  costs if such  costs  are not
consistent  with the Budget (as  defined in  Paragraph 3  hereinbelow)  for each
applicable  Project   (collectively,   the  "Permitted  Costs").   All  Advances
subsequent  to the date hereof  shall be allocated  to the  Applicable  Tranche.
Notwithstanding  anything in this Loan  Agreement to the  contrary,  in no event
shall an Applicable  Tranche for any Borrower that is a corporation  (or that is
taxed as a corporation  for federal income tax purposes)  exceed 5% of the total
value of Lender's assets.

         In the event  Lender  refuses to make  Advances  to fund the  Permitted
Costs,  Borrowers may, but shall not have the obligation to, pay for such costs.
Borrowers  shall be entitled to ten percent  (10%)  interest  from Lender on any
sums so advanced by Borrowers pursuant to this Paragraph 2, which interest shall
be paid after  payment of Regular  Interest  and Deferred  Regular  Interest (if
applicable).

         Notwithstanding anything in this Amended and Restated Loan Agreement or
the Note to contrary, Borrowers and Lender agree that all Net Cash Flow shall be
applied first to payment of all current Regular Interest,  second to all current
Deferred Regular Interest, third to accrued but unpaid Regular Interest,  fourth
to accrued but unpaid  Deferred  Regular  Interest and finally to any Contingent
Interest, if any.

                                       9
<PAGE>

         3. BUDGETS; FINANCIAL INFORMATION.

              (a) Annual  Budgets.  The owner of each  Project  shall  submit to
Lender,  in  writing,  at least  forty-five  (45) days  prior to the end of each
calendar  year its proposed  budget for such Project  (hereinafter  individually
referred  to as a  "Budget"  and  collectively,  the  "Budgets").  To the extent
applicable,  each Budget  shall  include  projected  costs for  development  and
construction,  Conversion,  marketing  expenses and Floor  Planning for sale and
resale of  manufactured  homes.  The  Budget  may also  include  line  items for
maintenance reserve accounts (up to $50.00 per pad, per year),  general overhead
and administrative expenses, and advertising costs for the Projects. Each Budget
shall be subject to Lender's prior written  approval,  which shall be granted or
withheld  within thirty (30) days of receipt of the  applicable  Budget.  If any
Budget is not approved by Lender,  Borrowers  and Lender shall  endeavor in good
faith to resolve their dispute with respect  thereto.  In the event such dispute
cannot be resolved,  then Borrowers  shall operate such Project under the Budget
for the prior calendar year, with a  corresponding  increase or decrease in each
line item of the Budget equal to the  percentage  change in the CPI for the year
in which the dispute cannot be resolved compared to the CPI for the last year in
which Lender approved a Budget.  The parties hereto acknowledge that the Budgets
for 1998 for each of the Projects have been approved by Lender prior to the date
hereof. Once approved, Borrowers agree not to expend any sums for any line items
contained on the approved  Budgets by more than five percent (5%) without  first
obtaining the prior written  approval of Lender,  which approval may be withheld
or granted in Lender's sole discretion.

              (b) Annual  Financials.  Within forty-five (45) days after the end
of each Loan  Year,  the  Borrowers  shall  deliver  to the Lender an income and
expense  statement  (prepared in accordance with generally  accepted  accounting
principles,  consistently  applied), in form satisfactory to the Lender, in such
detail and with such back-up  information as shall be reasonably required by the
Lender, prepared and reported upon by an independent certified public accountant
satisfactory  to the Lender,  for such  preceding  Loan Year,  setting forth the
Gross  Income and Expenses  for such Loan Year and the  calculation  of Net Cash
Flow and Contingent Interest (if any) for such Loan Year.

         4.  CONDITIONS TO LENDER'S  OBLIGATION TO FUND FIRST ADVANCE AND FUTURE
ADVANCES.  The  conditions  listed  below  are  a  condition  precedent  to  any
obligation  of  Lender  and  shall  be  complied  with  in  form  and  substance
satisfactory to Lender prior to the first Advance:

              (a)  Note.  The  Note  shall  be  duly  authorized,  executed  and
delivered to Lender;

              (b) Mortgage.  The Mortgage  shall be duly  authorized,  executed,
acknowledged,  and delivered to Lender,  which shall be a valid mortgage lien on
the Projects and all  fixtures  and personal  property  owned by Borrowers to be
used in connection with the Projects;

              (c)  Assignments.  The  Assignment  of Leases,  Rents and Contract
Rights and the Assignment of Permits,  Agreements,  Approvals and Deposits shall
be duly authorized,  executed,  and acknowledged by Borrowers,  and delivered to
Lender;

              (d) Financing  Statements.  Borrowers shall execute and deliver to
Lender the  Financing  Statements  Lender may  require to perfect  its  security
interest in the personal property described in the Mortgage;

                                       10
<PAGE>

              (e)  Public   Liability  and  Worker's   Compensation   Insurance.
Borrowers  shall  deliver  evidence  satisfactory  to Lender of the existence of
public liability,  hazard and worker's  compensation  insurance  relating to the
Projects in amounts and issued by companies approved by Lender;  Borrowers agree
that Lender shall have the right to take any action  necessary to continue  said
insurance  in full  force and  effect  including,  but not  limited  to,  paying
premiums.  Any funds advanced to continue said policies in full force and effect
shall be considered as Advances  hereunder and shall bear interest from the date
of disbursement at the same rate as other Advances and payment of said funds and
interest shall be secured by the Mortgage;

              (f) Corporate and Partnership  Documents.  Borrowers shall deliver
to Lender the following documents:

                    (i)  if a  Borrower  is a  general  partnership,  the  joint
     venture agreement of each Borrower and all amendments thereof, certified by
     the  appropriate  official of the State of its formation  (if  applicable),
     together with a certificate of such official to the effect that such entity
     is in good standing therein (if applicable),

                    (ii) if a Borrower is a general partnership, a good standing
     certificate  from  the  Secretary  of the  state of its  incorporation  for
     Borrowers' general partners,

                    (iii) articles of incorporation  and by-laws of Borrowers or
     Borrowers' general partners certified by the Secretary of such corporation,

                    (iv) an incumbency  certificate specifying by name and title
     the officers and directors of the Borrowers,  certified by the Secretary of
     such corporation, and

                    (v) certified  resolutions  of the  shareholders  or general
     partners and the Board of Directors of Borrowers  authorizing the execution
     and delivery of this Agreement, the Mortgage, Note, and all other documents
     necessary  or  desirable,   for  the   consummation  of  the   transactions
     contemplated by this Agreement.

         5.  CONDITIONS TO EACH ADVANCE.  Advances  hereunder  shall be made not
more than once a month and in accordance with the Budgets approved by Lender for
each Project,  so long as no Event of Default has occurred under any of the Loan
Documents.

         6. CONTINGENT INTEREST.

              (a) In addition to the payment of Regular  Interest  and  Deferred
Regular  Interest,  and as an  inducement  to the  Lender to make the Loan,  the
Borrowers  shall also pay to the Lender within thirty (30) days after the end of
each Loan Quarter  contingent  interest  ("Contingent  Interest") equal to fifty
percent  (50%)  of  the  Net  Cash  Flow,  as  more  particularly  described  in
subparagraph (b) below.

              (b) All Net Cash Flow with respect to each Loan  Quarter  shall be
applied  and/or  paid as follows  within  thirty (30) days after the end of each
Loan  Quarter:  first,  to the Lender in  reduction  of the  accrued  and unpaid
Regular  Interest  and other sums due and  payable  under the Note and the other
Loan  Documents,  in  such  order  as the  Lender  may  determine  in  its  sole
discretion,  until all accrued and unpaid  Regular  Interest  and other sums are
paid in full; second,  fifty percent (50%) of the balance of Net Cash Flow shall
be paid to reduce the outstanding  principal balance of the Note;  third,  fifty
percent (50%) of the then undisbursed balance of Net Cash Flow, if any, shall be


                                       11
<PAGE>

paid to the Lender as and for an installment of Contingent Interest; and fourth,
the balance, if any, to the Borrowers.  It is the intent of the parties that the
Net Cash  Flow  for each  Project  shall  be used to pay the  Regular  Interest,
Deferred   Regular   Interest   (if   applicable)   and   Contingent   Interest.
Notwithstanding  anything in this paragraph 6 to the contrary, the Net Cash Flow
distributed as Contingent Interest within thirty (30) days after the end of each
Loan Quarter  shall be based upon amounts  calculated by Borrowers on an accrual
basis. Such calculations shall be prepared in accordance with generally accepted
accounting  principles.  In accordance  with the  provisions  of paragraph  6(e)
hereinbelow,  Borrowers  shall at the end of each  Loan  Year  re-calculate  the
proper amount of the Contingent  Interest that should have been paid during such
Loan Year and shall make such  adjustments  as are necessary in accordance  with
the provisions of paragraph 6 (e).

              (c) Each payment of Contingent Interest shall be accompanied by an
income and expense  statement  (prepared in accordance  with generally  accepted
accounting principles  consistently applied in such detail and with such back-up
information  as shall be  reasonably  required by the Lender,  certified  by the
chief financial officer of the Borrowers as true, correct and complete,  setting
forth,  among other things,  the Gross Income and Expenses for such Loan Quarter
and the calculation and application of Net Cash Flow and Contingent Interest (if
any) for such Loan Quarter.

              (d) If there is a payment of  Additional  Contingent  Interest  in
whole,  or if the Maturity Date shall occur,  prior to the end of a Loan Quarter
or Loan Year,  the Loan Quarter and Loan Year, as applicable  shall be deemed to
end on the  date of such  occurrence  and the  appropriate  income  and  expense
statements shall be delivered,  and the Net Cash Flow shall be paid and applied,
as  applicable,  in accordance  with the  provisions of this  Paragraph 6 within
thirty  (30) days of such  payment  of  Additional  Contingent  Interest  or the
Maturity Date as the case may be. The obligation to deliver such a statement and
to pay and apply the Net Cash Flow with  respect  to such Loan  Quarter  or Loan
Year, as applicable,  shall survive the termination,  satisfaction or assignment
of the lien of, or reconveyance  under, the Mortgage and the Borrowers shall pay
to and  deposit in escrow  with the Lender an amount  equal to the Net Cash Flow
with respect to the immediately  preceding Loan Quarter (as reasonably estimated
by the Borrowers and  reasonably  approved by the Lender),  simultaneously  with
such  payment  of  Additional  Contingent  Interest  or the  Maturity  Date,  as
applicable.  Contingent  Interest shall cease to accrue on the date upon which a
payment of the entire  Additional  Contingent  Interest  shall occur;  provided,
however,  that if the  Maturity  Date  shall  occur as a  result  of an event of
default and subsequent  acceleration of the Note, then Contingent Interest shall
continue to accrue up to and including the date on which all principal,  accrued
unpaid  Regular  Interest,  Deferred  Regular  Interest,   Contingent  Interest,
Additional  Contingent  Interest  and all other sums due  hereunder or under the
Loan Documents have been paid in full.

              (e) If the  installments  of  Contingent  Interest paid during and
with  respect  to such Loan Year  exceed the amount of  Contingent  Interest  as
recomputed  on an annual  basis,  the amount of such  excess  shall be  credited
against the  installments  of  Contingent  Interest  next coming due or shall be
refunded to the  Borrowers in the event no further  installments  of  Contingent
Interest are payable  hereunder.  If the Contingent  Interest paid to the Lender
during  such  Loan  Year is less  than the  amount  of  Contingent  Interest  as
recomputed  on an annual  basis which  should had been paid to the  Lender,  the
amount of such deficiency  shall be due and payable upon delivery of such annual
financial statement. If such difference between Contingent Interest actually due
and  Contingent  Interest  paid is equal to or greater than five percent (5%) of
the amount of  Contingent  Interest  actually due or regardless of the amount of


                                       12
<PAGE>

the deficiency,  if the deficiency is a result of fraud or willful misconduct on
the part of the Borrowers or any other entity,  the Borrowers  shall also pay to
the Lender upon  delivery  of such annual  financial  statements  an  additional
amount  equal to six percent  (6%) of such  underpayment  as and for  liquidated
damages to  compensate  the  Lender for the loss of use of such sums  during the
applicable Loan Year.

         7.  ADDITIONAL  CONTINGENT  INTEREST.  In  addition  to the  payment of
Regular Interest,  Deferred Regular Interest and Contingent  Interest,  and as a
further  inducement to the Lender to make the Loan, the Borrowers shall also pay
to the Lender additional contingent interest ("Additional  Contingent Interest")
calculated as follows:

              (a) All Net Financing Proceeds shall be applied and/or paid in the
following order:  first, to the Lender in reduction of the principal and accrued
and unpaid Regular  Interest,  Deferred  Regular  Interest (if  applicable,  and
earned),  Contingent  Interest and other sums due and payable under the Note and
the other Loan  Documents,  until such  principal,  accrued  and unpaid  Regular
Interest, Deferred Regular Interest, Contingent Interest and other sums are paid
in full; second,  fifty percent (50%) of the remaining  balance,  if any, of the
Net Financing  Proceeds,  if any,  shall be paid to Lender as an  installment of
Additional  Contingent  Interest;  and  third,  the  balance,  if  any,  to  the
Borrowers.

              (b) All Net Sales Proceeds received payable in connection with the
Conveyance  of one or more of the Projects  shall be applied  and/or paid in the
following manner: first, to the Lender in reduction of the principal and accrued
and unpaid Regular Interest,  Contingent Interest and other sums due and payable
under the Note and the other  Loan  Documents,  in such  order as the Lender may
determine in its sole discretion,  until such principal,  all accrued and unpaid
Regular Interest, Deferred Regular Interest,  Contingent Interest and other sums
are paid in full (or,  in the event any  Financing(s)  have  taken  place and if
required by the terms and conditions of the refinanced deed(s) of trust or other
security  instruments,  in reduction of the principal  balance of the refinanced
deed(s) of trust or other security  instruments);  second,  One Hundred  Dollars
($100.00) shall be paid to the applicable  Borrower for each Project being sold;
third,  fifty percent (50%) of the remaining  balance of the Net Sales Proceeds,
if any,  shall be paid to  Lender as an  installment  of  Additional  Contingent
Interest; and fourth, the balance, if any, to the Borrowers.

              (c) Notwithstanding  anything in this Paragraph 7 to the contrary,
the Additional  Contingent Interest payable with respect to each of the Projects
shall only be due and  payable to the extent  there are Net  Financing  Proceeds
and/or  Net Sales  Proceeds  generated  from the  financing  and/or  sale of the
applicable  Project.  Lender and  Borrowers  hereby agree that the Net Financing
Proceeds  and/or Net Sales  Proceeds  generated  from the financing or sale of a
particular Project shall not be used to pay Additional  Contingent Interest with
respect to any other Projects.  However,  the Net Financing  Proceeds and/or Net
Sales Proceeds shall be utilized to prepay the outstanding  principal balance of
the Loan regardless of the amount of the Applicable Tranche for such Project.

         8. WARRANTIES AND  REPRESENTATIONS OF BORROWERS.  Borrowers  represent,
warrant (which  representations  and warranties shall be deemed  continuing) and
covenant throughout the term of this Agreement as follows:

              (a) Organization Status. Each Borrower (i) is duly incorporated or
organized under the laws of the state of its formation, (ii) is in good standing


                                       13
<PAGE>

under the laws of the state of its incorporation or organization,  and, (iii) is
qualified to do business and is in good standing  under the laws of the State of
Florida, and (iv) has stock or partnership interests outstanding which have been
duly and validly issued;

              (b) Authority to Enter into Loan  Documents.  The  Borrowers  have
full power and  authority to enter into the Loan  Documents and  consummate  the
transactions contemplated hereby, and the facts and matters expressed or implied
in the opinions of its legal counsel are true and correct;

              (c)  Validity  of Loan  Documents.  The Loan  Documents  have been
approved by those persons having proper authority, and to the best of Borrowers'
knowledge are in all respects legal, valid and binding according to their terms;

              (d) Priority of Lien on Personalty.  No chattel mortgage,  bill of
sale, security agreement, financing statement or other title retention agreement
(except  those  executed  in favor of Lender and those  approved  by Lender,  in
writing) has been or will be executed  with  respect to any  personal  property,
chattel or fixture used in  conjunction  with the  construction,  operation,  or
maintenance of the Improvements as described in the Financing Statement;

              (e) Conflicting Transactions of Borrowers. The consummation of the
transaction  hereby  contemplated  and the  performance  of the  obligations  of
Borrowers  under  and by  virtue of the Loan  Documents  will not  result in any
breach  of,  or  constitute  a default  under,  any  lease,  bank loan or credit
agreement,  or other  instrument to which Borrowers are a party or by which they
may be bound or affected;

              (f) Pending Litigation. There are no actions, suits or proceedings
pending  against  Borrowers or the Projects,  or, to the knowledge of Borrowers,
circumstances  which could lead to such action,  suits or proceedings against or
affecting Borrowers or the Property, or involving the validity or enforceability
of any of the Loan  Documents,  before or by any  government  authority,  except
actions,  suits and proceedings  which have been  specifically  disclosed to and
approved  by Lender in  writing;  and to  Borrowers'  knowledge  they are not in
default with  respect to any order,  writ,  injunction,  decree or demand of any
court or any governmental authority;

              (g) Condition of Property.  Other than as previously  disclosed to
Lender in writing,  the respective  Projects are not now damaged or injured as a
result of any fire, explosion,  accident, flood or other casualty, and there are
no soil conditions  which would interfere with the continued  development of the
Projects;

              (h) Construction,  Engineer and Architect's  Contracts.  Borrowers
(including  any officer or partner of  Borrowers)  have not made any contract or
arrangement  of any kind the  performance  of which by the other  party  thereto
would give rise to a lien on any of the Projects;

              (i)  Availability  of  Roads.  All  roads  necessary  for the full
utilization of the Projects have either been  completed or the necessary  rights
of way therefor have either been acquired by the appropriate  local  authorities
or have been dedicated to public use and accepted by such local authorities; 

              (j) No Default. There is no default on the part of Borrowers under
this Agreement,  the Note, the Mortgage or the Loan Documents,  and no event has


                                       14
<PAGE>

occurred and is continuing which with notice, or the passage of time, or either,
would constitute a default under any provision thereof; and

              (k) Environmental Condition.

                    (i)  Except  as  otherwise  disclosed  in the  environmental
     reports delivered to Lender with respect to each Project, Borrowers have no
     knowledge  that  Hazardous  Materials are now located on the Projects,  and
     neither Borrowers nor, to Borrowers'  knowledge,  any other person has ever
     caused or permitted any Hazardous Materials to be placed,  held, located or
     disposed of on, under or at the Projects;

                    (ii) No activity  shall be undertaken on the Projects  which
     would cause a violation or support a claim under RCRA, CERCLA,  SARA or any
     Hazardous Material Law;

                    (iii)  To the best of  Borrowers'  knowledge,  the  property
     adjoining  the  Projects is not being  used,  nor has ever been used at any
     previous time, for the disposal,  storage,  treatment,  processing or other
     handling of Hazardous  Materials,  nor is any part of the Projects affected
     by any contamination of Hazardous Materials;

                    (iv) To the best of Borrowers' knowledge,  no investigation,
     administrative order, consent order or agreement,  litigation or settlement
     with  respect  to  Hazardous   Materials  or   contamination  of  Hazardous
     Materials,  nor to the best  knowledge  of  Borrowers,  is any  such  event
     proposed,  threatened,  anticipated  or in  existence  with  respect to the
     Projects.

              (l) No Transfer of Projects.  Except as specifically  set forth in
the  Mortgage,  the  Projects  or any part  thereof  shall not be sold,  leased,
conveyed,  mortgaged or encumbered in any way without the prior written  consent
of Lender  except as  provided  elsewhere  herein or in the  Mortgage,  it being
understood  and  agreed  that  part of the  consideration  for  the  Loan is the
personal  obligation  of Borrowers.  All  contracts,  deeds,  easements or other
agreements  affecting the Projects  shall be submitted to Lender for its written
approval  prior  to  the  execution  thereof  by  Borrowers,  accompanied  by an
appropriate survey showing the portion of the Projects  affected,  and any other
information requested.

              (m) Compliance with Laws.  Borrowers will comply promptly with all
federal,  state and local  laws,  ordinances  and  regulations  relating  to the
construction, use, sale and leasing of the Projects.

              (n) Title to  Personalty.  Borrowers  will  deliver to Lender,  on
demand,  any  contracts,  bills  of  sale,  statements,  receipted  vouchers  or
agreements  under which  Borrowers  claims title to any  materials,  fixtures or
articles  incorporated  in  the  improvements  or  subject  to the  lien  of the
Mortgage.

              (o)  Correction  of  Defects  and   Satisfaction   of  Conditions.
Borrowers  will,  upon demand of Lender , correct any  structural  defect in the
improvements  located on the Projects as part of the Capital Expenditure portion
of the Budgets.  The Advance of any Loan proceeds  shall not constitute a waiver
of Lender's right to require  compliance  with this covenant with respect to any
such  defects  not  theretofore  discovered  by, or called to the  attention  of


                                       15
<PAGE>

Lender, or with respect to Borrowers'  failure to satisfy or continue to satisfy
any condition under this Agreement,  whether or not Lender required  performance
thereof.

              (p)  Borrowers to Maintain  Bookkeeping  System.  Borrowers  shall
maintain a bookkeeping  system for the construction  project in form and content
sufficient  for  Lender to  conduct  reviews,  inspections,  certifications  and
reports  required by this Agreement.  Lender shall have full (but  confidential)
access at any reasonable time to the books,  records and contracts pertaining to
the  Projects  and  Borrowers  to  determine  the  accuracy,   correctness   and
reasonableness of the sums in each Advance.

              (q) Collection of Insurance  Proceeds.  As more  particularly  set
forth in the Mortgage,  Borrowers  will  cooperate  with Lender in obtaining for
Lender the  benefits of any  insurance or other  proceeds  lawfully or equitably
payable to it in connection with the transaction contemplated hereby, including,
but not limited to, any  reimbursement  from the Department of Housing and Urban
Development,  if such  proceeds  can be  legally  assigned  to  Lender,  and the
collection of any  indebtedness  or  obligation of Borrowers to Lender  incurred
hereunder  (including  the payment by Borrowers of the expense of an independent
appraisal on behalf of Lender in case of a fire or other casualty  affecting the
Projects).  All such  insurance  proceeds  shall be used  first to  restore  the
applicable Property and the balance of the insurance proceeds,  if any, shall be
first paid to Lender to reduce the outstanding  principal balance of the Note or
if the  principal  balance  of the Note has been  repaid,  then  disburse  fifty
percent (50%) to Lender as a payment of Contingent  Interest  under the Note and
fifty percent (50%) to Borrowers.

              (r) Indebtedness. Except for the existing indebtedness in favor of
Pacific  Mutual  which  encumbers  the  Park  Royale  Mobile  Home  Park and the
indebtedness currently encumbering the Royal Palm Mobile Home Park, with respect
to the Projects encumbered by the Mortgage of even date herewith, Borrowers will
not incur,  create,  assume or permit to exist any  indebtedness  (other than as
approved by Lender in writing) or  liability on account of advances or deposits,
any  indebtedness  or liability  for  borrowed  money for the  Projects,  or any
indebtedness  owed under any conditional sale or title retention  agreement,  or
any other  indebtedness or liability  evidenced by notes,  bonds,  debentures or
similar  obligations  related to the  Projects  without the written  approval of
Lender, except:

                    (i) indebtedness owed Lender; and

                    (ii)  indebtedness  incurred on open accounts for materials,
     equipment  and supplies  purchased  in the ordinary  course of business and
     pursuant to the approved Budgets,  payment for which shall be made promptly
     when due.

              (s) Further  Assurances and  Preservation  of Security.  Borrowers
will do all acts and execute  all  documents  for the better and more  effective
carrying  out of the intent and  purposes  of this  Agreement,  as Lender  shall
reasonably  require from time to time,  and will do such other acts necessary or
desirable  to  preserve  and  protect  the  collateral  at any time  securing or
intending to secure the Note, as Lender may require.

              (t)  Utilization  of Loan  Proceeds.  Borrowers  will  utilize the
proceeds of the Loan  solely for  ongoing  development  of the  Projects  and in
accordance  with the  approved  Budgets  for each  Project,  making  withdrawals
thereof at regular  intervals,  and  Borrowers  will not procure a loan or loans
from other sources for the work contemplated under this Agreement.

                                       16
<PAGE>

              (u) No  Assignment.  Borrowers  shall not assign this Agreement or
any interest therein and any such assignment is void and of no effect.

              (v) Tax Receipts.  Borrowers shall furnish to Lender,  at Lender's
request, receipts or tax statements marked "Paid" to evidence the payment of all
taxes levied on the Property and the  Improvements on or before thirty (30) days
prior to the date such taxes become delinquent.  Borrowers shall, if required by
Lender  pursuant to the Mortgage,  or following any failure of Borrowers to make
the timely payment thereof, escrow taxes with Lender as required therein.

              (w) Income.  None of the Borrowers  receive more than a de minimis
amount of income with  respect to the Property  from sources  other than leasing
their  interest  therein.  Each  Borrower  represents  that it leases to tenants
substantially  all of its  interest in the Property  owned by such  Borrower and
that each Borrower derive substantially all of its income from the rental of the
Property and the rental income  received by each of the  Borrowers  qualifies as
rents from real  property  within the meaning of Section 856 (d) of the Internal
Revenue Code.

              (x) Reaffirmation of Representations and Warranties. Each Borrower
agrees that at the time of request  for each  advance  all  representations  and
warranties  contained in the Loan  Documents  and this Amended and Restated Loan
Agreement shall be deemed  reaffirmed and ratified.  Additionally at the time of
each request for an Advance,  each Borrower  shall be deemed to have affirmed to
Lender that the  aggregate  value of the real  property  owned by such  Borrower
exceeds  the  principal  balance  of that  Borrower's  Applicable  Tranche.  For
purposes  of the  foregoing  sentence,  the  value of real  property  should  be
increased to the extent that Advances will be used in constructing  improvements
on such Property within the ensuing twelve months and the value of such Property
shall be reduced  by an amount  equal to any other  loans  which  encumber  such
Property that have a higher priority than the loan by Lender.

              (y)  Representations  and Warranties  Regarding Aggregate Value of
Property.  Each of the Borrowers  hereby  represents that the aggregate value of
all the  Property  is,  and shall at all times  during  the term of the Loan be,
equal or greater  than the amount  outstanding  under the Note.  For purposes of
this paragraph,  the amount outstanding under Note shall be increased by maximum
amount  of  Regular  Interest  and  Deferred  Regular  Interest  that  Borrowers
reasonably expect will accrue but will not be paid at any point in time over the
remaining term of the Loan.

              (z) CADC Representations.  CADC represents and warrants that it is
a corporation adequately capitalized and able to satisfy it's obligation as they
become due on a continuing basis.

              (aa) Joint Venture  Representations.  All of the Borrowers  except
CADC  represent  that they are taxed as a  partnership  for  federal  income tax
purposes, they do not hold securities in any one issue within the meaning of the
Investment Company Act of 1940, as amended,  in an amount that exceeds 5% of the
value of its respective  assets and they do not hold any equity  interest in any
entity that is treated as a corporation for federal income tax purposes.

              (bb)  Compliance.  Each Borrower  further  covenants and agrees to
cooperate with Lender to extent  requested by Lender in ascertaining  compliance
with the  foregoing  representations,  warranties  and  covenants on  continuing
basis. Such cooperation may include, without limitation,  providing property and
entity-specific financial statements and information,  completing questionnaires


                                       17
<PAGE>

and/or certificates and causing knowledgeable  officers,  employees or agents to
be available to answer questions for Lender and its agents.

              (cc) Contingent Interests. Each of the Borrowers acknowledges that
no  Contingent  Interest has accrued or been paid  pursuant to the Original Loan
Agreement or any of the Loan Documents during 1998.

         9. DEFAULT.  Upon the  occurrence  of any of the following  events (the
"Events of Default") all  obligations  on the part of Lender to make any further
Advance  hereunder  shall,  if Lender elects,  terminate,  and Lender may at its
option  exercise  any of its  remedies  set forth  herein  or in any other  Loan
Documents,  but  Lender may make any  Advances  or parts of  Advances  after the
happening of any Events of Default without thereby waiving the right to exercise
such remedies without becoming liable to make any further Advance:

              (a) Default under Note.  Borrowers  failure to pay any amounts due
and payable under the Note,  including,  without  limitation,  Regular Interest,
Deferred  Regular  Interest,   Contingent  Interest  and  Additional  Contingent
Interest; or

              (b)  Bankruptcy.  If there is filed by or against  any  Borrower a
petition  in  bankruptcy  or a petition  for the  appointment  of a receiver  or
trustee of the property of any  Borrower and any such  petition not filed by any
Borrower  is not  dismissed  within  60 days of the  date of  filing,  or if any
Borrower files a petition for reorganization  under any of the provisions of the
Bankruptcy Code or of any similar law,  state,  federal,  or foreign,  or if any
Borrower  makes a general  assignment  for the benefit of creditors or makes any
insolvency  assignment  or is  adjusted  insolvent  by any  court  of  competent
jurisdiction; or

              (c) Breach of Covenants,  Warranties and  Representations.  If any
warranty or  representation  made by Borrowers in this  Agreement or pursuant to
the  terms  hereof  shall at any time be false  or  misleading  in any  material
respect,  or if  Borrowers  shall fail to keep,  observe  or perform  any of the
terms, covenants, representations or warranties contained in this Agreement, the
Note, the Mortgage,  the Option  Agreement of even date  herewith,  or any other
Loan Document  given in connection  with the Loan or development of the Property
(provided, that with respect to non-monetary defaults, Lender shall give written
notice to Borrowers,  who shall have thirty (30) days to cure),  or is unable or
unwilling to meet its obligations thereunder.

         10. REMEDIES OF LENDER. Upon the happening of an Event of Default, then
Lender may, at its option, upon written notice to Borrowers:

              (a) Pursue all rights and remedies  available at law or in equity,
including,  without limitation,  foreclosure of the Mortgage and/or obtaining an
injunction  to prohibit  the sale of all or any  portion of the  Property or the
appointment  of a receiver  to  oversee  the  management  and  operation  of the
Projects;

              (b) As of the Stated  Maturity  Date,  Borrowers  shall  repay the
entire  outstanding  principal  balance  of the Note  plus all  accrued  Regular
Interest,  Deferred Regular Interest and Contingent  Interest due and payable as
of the Stated  Maturity  Date.  Thereafter,  until all Projects  have been sold,
Borrowers shall continue to pay to Lender on a quarterly basis and in the manner
set forth in paragraph 6 hereinabove,  Contingent Interest. Additionally, as the
remaining  Projects are sold,  Borrowers shall remain obligated to pay to Lender
the  Additional  Contingent  Interest  in  accordance  with  the  provisions  of


                                       18
<PAGE>

paragraph  7  hereinabove  until  all of the  Projects  have  been  sold and all
Contingent Interest and Additional Contingent Interest due and payable to Lender
has been paid in full.

         11. GENERAL  TERMS.  The following  shall be applicable  throughout the
period of this Agreement or thereafter as provided herein:

              (a)  Rights  of  Third  Parties.  All  conditions  of  the  Lender
hereunder are imposed solely and  exclusively  for the benefit of Lender and its
successors  and  assigns,  and no other  person  shall have  standing to require
satisfaction  of such  conditions or be entitled to assume that Lender will make
advances in the absence of strict  compliance  with any or all  thereof,  and no
other person shall,  under any  circumstances,  be deemed to be a beneficiary of
this  Agreement or the Loan  Documents,  any  provisions  of which may be freely
waived in whole or in part by the Lender at any time if, in its sole discretion,
it deems it desirable to do so. In particular,  Lender makes no  representations
and assumes no duties or obligations as to third parties  concerning the quality
of the construction by Borrowers of the Improvements or the absence therefrom of
defects.

              (b) Lender Not Liable  for  Damage or Loss.  All  inspections  and
other services  rendered by or on behalf of Lender shall be rendered  solely for
the  protection  and benefit of the Lender.  Neither  Borrowers  nor other third
persons  shall be  entitled  to claim any loss or damage  against  the Lender or
against its agents or employees for failure to properly discharge their duties.

              (c) Lender Not Obligated to Insure Proper Disbursement of Funds to
Third Parties. Nothing contained in this Agreement, or any Loan Documents, shall
impose upon Lender any  obligation to oversee the proper use or  application  of
any disbursements and advances of funds made pursuant to the Loan.

              (d)  Indemnification  from Third  Party  Claims.  Borrowers  shall
indemnify  Lender  from any  liability,  claims  or  losses  resulting  from the
disbursement of the Loan proceeds or from the condition of the Property, whether
related to the quality of construction or otherwise,  and whether arising during
or after the term of the Loan. This provision shall survive the repayment of the
Loan and shall  continue in full force and effect so long as the  possibility of
such liability, claims, or losses exists.

              (e) Rights of  Subcontractors,  Laborers  and  Materialmen.  In no
event shall this  Agreement  be  construed to make Lender or any agent of Lender
liable  to  any  contractor  or  any  subcontractors,   labormen,   materialmen,
craftsmen, or others for labor, materials, or services delivered to the Property
or goods specially fabricated for incorporation  therein, or for debts or claims
accruing or arising to such persons or parties against  Borrowers or Contractor.
It is  distinctly  understood  and agreed  that there is no relation of any type
whatsoever,  contractual or otherwise, either express or implied, between Lender
and Contractor, any materialman,  subcontractor, craftsman, laborer or any other
person or entity  supplying any labor,  materials or services to the Property or
specially  fabricating  goods to be  incorporated  therein.  No such  persons or
entities are intended to be third party  beneficiaries  of this Agreement or any
document or instrument  related to the Loan or to have any claim or claims in or
to any undisbursed or retained Loan proceeds.

                                       19
<PAGE>

              (f) Evidence of Satisfaction  of Conditions.  Lender shall, at all
times, be free  independently  to establish to its good faith and  satisfaction,
and in its absolute discretion, the existence or nonexistence of a fact or facts
which are disclosed in documents or other evidence required by the terms of this
Agreement.

              (g) Waiver of Jury Trial; Consent to Jurisdiction.

                    (i) TO THE MAXIMUM EXTENT  PERMITTED  UNDER  APPLICABLE LAW,
     BORROWERS AND LENDER 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 LOAN AGREEMENT, 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 LOAN
     AGREEMENT 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  LOAN,  INCLUDING  WITHOUT
     LIMITATION,  CONTRACT CLAIMS,  TORT CLAIMS,  BREACH OF DUTY CLAIMS, AND ALL
     OTHER  COMMON  LAW  AND  STATUTORY   CLAIMS.   LENDER  AND  BORROWERS  EACH
     ACKNOWLEDGE THAT THIS WAIVER IS MATERIAL INDUCEMENT TO ENTER INTO THIS LOAN
     AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR  RELATED  FUTURE
     DEALINGS. LENDER AND BORROWERS 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 LOAN AGREEMENT OR ANY OTHER LOAN DOCUMENT OR AGREEMENTS RELATING TO
     THIS LOAN AGREEMENT.

                    (ii) LENDER AND BORROWERS  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 LOAN AGREEMENT OR THE LOAN DOCUMENTS OR
     THE TRANSACTIONS CONTEMPLATED HEREBY. BORROWERS 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.   BORROWERS  FURTHER
     IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS,  GENERALLY,  UNCONDITIONALLY
     AND  IRREVOCABLY,  AT  THE  ADDRESSES  SET  FORTH  BELOW  THEIR  RESPECTIVE


                                       20
<PAGE>

     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,  BORROWERS  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 LENDER TO SERVE  PROCESS  IN ANY  MANNER  PERMITTED  BY LAW OR TO
     COMMENCE   PROCEEDINGS  OR  OTHERWISE  PROCEED  AGAINST  BORROWERS  IN  ANY
     JURISDICTION.

              (h)  Headings.  The  headings  of  the  sections,  paragraphs  and
subdivisions  of this Agreement are for the  convenience of reference  only, and
shall not limit or otherwise affect any of the terms hereof.

              (i) Invalid  Provisions to Affect No Others. If performance of any
provision  hereof or any transaction  related hereto is limited by law, then the
obligation to be performed  shall be reduced  accordingly;  and if any clause or
provision herein contained operates or would prospectively operate to invalidate
this  Agreement in part,  then the invalid part of said clause or provision only
shall be held for naught, as though not contained  herein,  and the remainder of
this Agreement shall remain operative and in full force and effect.

              (j)  Application of Interest to Reduce  Principal Sums Due. In the
event  that any  charge,  interest  or late  charge  is above the  maximum  rate
provided by law, then any excess amount over the lawful rate shall be applied by
Lender to reduce the  principal  sum of the Loan or any other amounts due Lender
hereunder.

              (k)  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  LOAN  AGREEMENT  AND ALL OF THE  INDEBTEDNESS  AND  OBLIGATIONS  DESCRIBED
HEREIN.  IT IS  ACKNOWLEDGED  BY  BORROWERS  THAT  LENDER'S  PRINCIPAL  PLACE OF
BUSINESS IS DENVER,  COLORADO,  THAT THE TERMS AND  CONDITIONS  OF THE LOAN HAVE
BEEN  SUBSTANTIALLY  NEGOTIATED  IN THE  STATE  OF  COLORADO  AND  THAT ALL LOAN
PROCEEDS  SHALL BE FUNDED BY LENDER  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.

                                       21
<PAGE>

              (l) Number and Gender.  Whenever  the  singular or plural  number,
masculine or feminine or neuter gender is used herein,  it shall equally include
the others and shall apply jointly and severally.

              (m)  Prior  Agreement.  The  terms  and  conditions  of this  Loan
Agreement  and  the  Loan   Documents   amend  certain  prior   agreements   and
understandings  between  Lender  and  the  Borrowers  and/or  affiliates  of the
Borrowers.  While  Lender  and  Borrowers  intend  the  provisions  of this Loan
Agreement 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.

              (n)  Waiver.  If Lender  shall  waive any  provisions  of the Loan
Documents,  or shall fail to enforce any of the conditions or provisions of this
Agreement,  such waiver shall not be deemed to be a continuing  waiver and shall
never be construed as such; and Lender shall thereafter have the right to insist
upon the enforcement of such conditions or provisions. Furthermore, no provision
of this Agreement shall be amended, waived, modified,  discharged or terminated,
except by instrument in writing signed by the parties hereto.

              (o) Notices.  All notices from the  Borrowers to Lender and Lender
to Borrowers  required or permitted by any provision of this Agreement  shall be
in writing and sent by registered or certified mail and addressed as follows:

         TO LENDER:         Asset Investors Operating Partnership, L.P.
                            3410 South Galena Street
                            Suite 210
                            Denver, Colorado 80231

         COPY TO:           Annis, Mitchell, Cockey,
                            Edwards & Roehn, P.A.
                            One Tampa City Center
                            Suite 2100
                            Tampa, Florida  33602
                            Attention:  Stephen J. Szabo, III, Esquire

         TO BORROWERS:      2637 McCormick Drive
                            Suite B
                            Clearwater, Florida 34619
                            Attention:  Joseph W. Gaynor, Esquire

Such addresses may be changed by such notice to the other party.

              (p)  Successors  and Assigns.  This  Agreement  shall inure to the
benefit  of  and be  binding  on the  parties  hereto  and  their  heirs,  legal
representatives,  successors and assigns; but nothing herein shall authorize the
assignment hereof by the Borrowers.


                                       22
<PAGE>







         IN WITNESS WHEREOF,  Borrowers and Lender have caused this Agreement to
be executed on the date first above written.

         Joiners of  Guarantors.  The  undersigned  Guarantors  hereby  join and
consent the terms of the Amended and Restated Loan Agreement,  acknowledge  that
they have  reviewed the Amended and Restated Loan  Agreement and Loan  Documents
executing  connection therewith and agree to execute a guarantee of Note in form
and content acceptable to Lender.

Signed, sealed and delivered in the        COMMUNITY ACQUISITION AND DEVELOPMENT
presence of:                               CORPORATION, Delaware corporation

                                           By: /s/Phillip Giovinco
  /s/ Lisa Lane                                -----------------------------
---------------------------                    Phillip Giovinco
Print Name: Lisa Lane                          Vice President

 /s/ Elaine C. Price
---------------------------                Address: 2637 McCormick Drive
Print Name: Elaine C. Price                         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
  /s/ Lisa Lane                                    -----------------------------
---------------------------                        Phillip Giovinco
Print Name: Lisa Lane                              Vice President

 /s/ Elaine C. Price
---------------------------                Address: 2637 McCormick Drive
Print Name: Elaine C. Price                         Suite B
                                                    Clearwater, Florida 34619

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

                                               By: /s/Phillip Giovinco
  /s/ Lisa Lane                                    -----------------------------
---------------------------                        Phillip Giovinco
Print Name: Lisa Lane                              Vice President

 /s/ Elaine C. Price
---------------------------                Address: 2637 McCormick Drive
Print Name: Elaine C. Price                         Suite B
                                                    Clearwater, Florida 34619


<PAGE>

                                           COMMUNITY SUN LAKE JOINT VENTURE, a
                                           Delaware general partnership

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

                                               By: /s/Phillip Giovinco
 /s/ Lisa Lane                                     -----------------------------
---------------------------                        Phillip Giovinco
Print Name: Lisa Lane                              Vice President

 /s/ Elaine C. Price
---------------------------                Address: 2637 McCormick Drive
Print Name: Elaine C. Price                         Suite B
                                                    Clearwater, Florida 34619

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


                                               By: /s/Phillip Giovinco
  /s/ Lisa Lane                                    -----------------------------
---------------------------                        Phillip Giovinco
Print Name: Lisa Lane                              Vice President

 /s/ Elaine C. Price
---------------------------                Address: 2637 McCormick Drive
Print Name: Elaine C. Price                         Suite B
                                                    Clearwater, Florida 34619

                                           COMMUNITY BRENTWOOD JOINT VENTURE,
                                           a Delaware general partnership

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

                                               By: /s/Phillip Giovinco
  /s/ Lisa Lane                                    -----------------------------
---------------------------                        Phillip Giovinco
Print Name: Lisa Lane                              Vice President

 /s/ Elaine C. Price
---------------------------                Address: 2637 McCormick Drive
Print Name: Elaine C. Price                         Suite B
                                                    Clearwater, Florida 34619
<PAGE>

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

                                               By: /s/Phillip Giovinco
  /s/ Lisa Lane                                    -----------------------------
---------------------------                        Phillip Giovinco
Print Name: Lisa Lane                              Vice President

 /s/ Elaine C. Price
---------------------------                Address: 2637 McCormick Drive
Print Name: Elaine C. Price                         Suite B
                                                    Clearwater, Florida 34619

                                           COMMUNITY SAVANNA CLUB JOINT VENTURE,
                                           a Delaware general partnership

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

                                               By: /s/Phillip Giovinco
  /s/ Lisa Lane                                    -----------------------------
---------------------------                        Phillip Giovinco
Print Name: Lisa Lane                              Vice President

 /s/ Elaine C. Price
---------------------------                Address: 2637 McCormick Drive
Print Name: Elaine C. Price                         Suite B
                                                    Clearwater, Florida 34619

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


                                               By: /s/Phillip Giovinco
  /s/ Lisa Lane                                    -----------------------------
---------------------------                        Phillip Giovinco
Print Name: Lisa Lane                              Vice President

 /s/ Elaine C. Price
---------------------------                Address: 2637 McCormick Drive
Print Name: Elaine C. Price                         Suite B
                                                    Clearwater, Florida 34619

                                           ROYAL PALM VILLAGE, LLC, a Georgia 
                                           limited  liability company
<PAGE>

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


                                               By: /s/Phillip Giovinco
  /s/ Lisa Lane                                    -----------------------------
---------------------------                        Phillip Giovinco
Print Name: Lisa Lane                              Vice President

 /s/ Elaine C. Price
---------------------------                Address: 2637 McCormick Drive
Print Name: Elaine C. Price                         Suite B
                                                    Clearwater, Florida 34619


                             JOINDER OF GUARANTORS

         The  undersigned  Guarantors  hereby join in this  Amended and Restated
Loan Agreement for the purpose of  acknowledging  their consent to the terms and
conditions thereof and agreeing that they shall each  unconditionally  guarantee
the  Borrowers'  performance  under the Note,  the  Mortgage,  this  Amended and
Restated Loan Agreement, and all of the other Loan Documents.

                                           By: COMMUNITY BLUE HERON PINES
                                               CORPORATION, a Florida
                                               corporation

                                               By: /s/Phillip Giovinco
 /s/ Lisa Lane                                     -----------------------------
---------------------------                        Phillip Giovinco
Print Name: Lisa Lane                              Vice President

 /s/ Elaine C. Price
---------------------------                Address: 2637 McCormick Drive
Print Name: Elaine C. Price                         Suite B
                                                    Clearwater, Florida 34619

                                           By: COMMUNITY SUNLAKE
                                               CORPORATION, a Florida
                                               corporation

                                               By: /s/Phillip Giovinco
 /s/ Lisa Lane                                     -----------------------------
---------------------------                        Phillip Giovinco
Print Name: Lisa Lane                              Vice President

 /s/ Elaine C. Price
---------------------------                Address: 2637 McCormick Drive
Print Name: Elaine C. Price                         Suite B
                                                    Clearwater, Florida 34619
<PAGE>

                                           By: COMMUNITY SAVANNA CLUB
                                               CORPORATION, a Florida
                                               corporation

                                               By: /s/Phillip Giovinco
 /s/ Lisa Lane                                     -----------------------------
---------------------------                        Phillip Giovinco
Print Name: Lisa Lane                              Vice President

 /s/ Elaine C. Price
---------------------------                Address: 2637 McCormick Drive
Print Name: Elaine C. Price                         Suite B
                                                    Clearwater, Florida 34619

                                           By: COMMUNITY BRENTWOOD
                                               CORPORATION, a Florida
                                               corporation

                                               By: /s/Phillip Giovinco
 /s/ Lisa Lane                                     -----------------------------
---------------------------                        Phillip Giovinco
Print Name: Lisa Lane                              Vice President

 /s/ Elaine C. Price
---------------------------                Address: 2637 McCormick Drive
Print Name: Elaine C. Price                         Suite B
                                                    Clearwater, Florida 34619



<PAGE>


                            SIGNATURE PAGE OF LENDER

                                           ASSET INVESTORS OPERATING
                                           PARTNERSHIP, L.P., a Delaware
                                           limited partnership

                                           By: ASSET INVESTORS CORPORATION,
                                               a Maryland corporation,
                                               authorized to transact
                                               business as Asset Investors
                                               Corporation of Maryland,
                                               general partner


 /s/ Lorri J. Owen                             By:  /s/ David Becker
-------------------------------                    -----------------------------
Print Name: Lorri J. Owen                          David Becker
                                                   Chief Financial Officer
 /s/ Diane S. Armstrong
-------------------------------
Print Name: Diane S. Armstrong


6374-008-485886.09