Exhibit 4.2


                  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 Asset Investors  Operating  Partnership,  L.P., a Delaware
limited partnership (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  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 from the  Aggregate  Stock  Ownership
         Limit and the Section 382 Limit as contained in Section  7.2.1(a)(i) of
         the Certificate.

2.       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.

3. 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.


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                                     AMERICAN LAND LEASE, INC.

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


                                     ASSET INVESTORS OPERATING PARTNERSHIP, L.P.

                                     By:   AMERICAN LAND LEASE, INC., its
                                           General Partner

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