PROMISSORY NOTE

1.           PROMISE TO PAY .  For Value Received, WILSON FAMILY COMMUNITIES, INC., a Delaware corporation (hereinafter referred to as "Maker," whether one or more) promises to pay to the order of LNZCO, LLC ("Payee"), at 11612 Bee Caves Road, Suite 260, Austin, Texas 78738 or such other place as Payee shall designate from time to time, the sum of [insert amount] ($[________]) in legal and lawful money of the United States of America, with interest thereon from date hereof until maturity at the per annum rate specified below.

2.           INTEREST RATE .  The principal of this Note from time to time outstanding shall bear interest from the date hereof until maturity or acceleration at the per annum rate equal to the Base Rate from day to day in effect plus FIVE   per cent (5.0%) per annum, to be adjusted without notice with each change in the Base Rate; provided, however, the rate charged hereunder shall never exceed the Maximum Rate. Matured or accelerated unpaid, and past due, principal and interest shall bear interest from date of maturity or acceleration until paid at the highest non-usurious rate allowed by state or federal law, or if no such rate is established at a rate per annum equal to eighteen percent (18%) per annum.   The term "Base Rate" as used in this note means a per annum interest rate equal to the "Prime Rate" as published on the applicable day by The Wall Street Journal in its "Money Rates" section, and if more than one such rate is published, then the highest such rate. On any day when The Wall Street Journal is not published or a Prime Rate is not published under the Money Rates section thereof, then the Prime Rate published for the preceding publication date of The Wall Street Journal shall apply. Should the method of establishing the Prime Rate, or the publication of such Prime Rate, cease or be abolished, then the Base Rate used for the balance of the term of this note shall be that interest rate established, adopted or used by holder as its base interest rate. Notwithstanding anything herein to the contrary, if on any change date the Base Rate plus the percentage over such rate and all other sums constituting interest used to establish the interest hereunder shall exceed the highest non-usurious rate permitted by applicable law in effect on that day, the rate charged hereunder shall be limited to, but shall remain at and vary with, the highest non-usurious rate permitted by applicable law on that day and on each day thereafter until the total amount of interest accrued at the rate herein stated on the unpaid balance of this Note equals the total amount of interest which would have accrued if there were no limitation by the highest non-usurious rate permitted by applicable law, or until the earlier payment in full of this Note. The terms “Maximum Rate” and “highest non-usurious rate” as used in this Note, mean the maximum non-usurious rate of interest per annum permitted by whichever of applicable United States federal law or Texas law permits the higher interest rate, including to the extent permitted by applicable law, any amendments thereof hereafter or any new law hereafter coming into effect to the extent a higher Maximum Rate is permitted thereby. To the extent, if any, that the Texas Finance Code establishes the Maximum Rate, the Maximum Rate shall be the “indicated rate ceiling” (as defined therein), and such rate shall fluctuate as and to the extent provided by applicable law if a Variable Rate applies. The Maximum Rate shall be applied by taking into account all amounts characterized by applicable law as interest on the debt evidenced by this Note, so that the aggregate of all interest does not exceed the maximum nonusurious amount permitted by applicable law (the “Maximum Amount”).

3.           PAYMENT SCHEDULE/MATURITY DATE .  This Note shall be due and payable as follows: In monthly installments of accrued interest, payable on the 5th day of each and every calendar month, beginning [______] 5, 2009, and continuing regularly thereafter through [________] 5, 2010, when the entire amount hereof, principal and interest then remaining unpaid, if any, shall then be due and payable in full; provided, however Maker may elect not to pay any  payment of interest when due monthly, the amount of interest in which event accrued through such payment date shall be added to principal and shall bear interest thereafter as other principal under this Note.

AT MATURITY A BALLOON PAYMENT WILL BE DUE. AT MATURITY, YOU MUST REPAY THE ENTIRE PRINCIPAL BALANCE OF THE LOAN AND UNPAID INTEREST THEN DUE, IF ANY.  PAYEE IS UNDER NO OBLIGATION TO REFINANCE THE LOAN AT THAT TIME, IF ANY. YOU WILL, THEREFORE, BE REQUIRED TO MAKE PAYMENT OUT OF OTHER ASSETS YOU MAY OWN, OR YOU WILL HAVE TO FIND A LENDER, WHICH MAY BE PAYEE YOU HAVE THIS LOAN WITH, WILLING TO LEND YOU THE MONEY. IF YOU REFINANCE THIS LOAN AT MATURITY, YOU MAY HAVE TO PAY SOME OR ALL OF THE CLOSING COSTS NORMALLY ASSOCIATED WITH A NEW LOAN EVEN IF YOU OBTAIN REFINANCING FROM THE SAME PAYEE.

If any payment required under this Note is not paid within ten days of the day such payment becomes due and payable, then Maker shall pay to Payee, subject to the provisions of this Note limiting the amount of interest, the payment of a late charge (the "Late Charge") to compensate Payee for the loss of use of funds and for the administrative expenses and costs of handling such delinquent payment equal to a one-time charge of five percent (5.0%) of the amount of such payment that was not timely paid (but such Late Charge if interest under the law together with all interest payable hereon shall not exceed the maximum lawful rate). Payee is not obligated to accept any past due payment that is not accompanied by a Late Charge, but may accept such payment without waiving its rights to collect the Late Charge.  In no event shall a Late Charge be payable by reason of the acceleration of the indebtedness evidenced by this Note; therefore, a Late Charge would only be due and payable with respect to payments under this Note which become delinquent prior to the acceleration of the indebtedness evidenced hereby.

4.           CERTAIN PROVISIONS REGARDING PAYMENTS .  Whenever any payment shall be due under this Note on a day which is not a Business Day, the date on which such payment is due shall be extended to the next succeeding Business Day, and such extension of time shall be included in the computation of the amount of interest then payable.  "Business Day" means a day other than a Saturday, Sunday or other day on which national banks in Austin, Texas are authorized or required to be closed. All payments made as scheduled on this Note shall be applied, to the extent thereof, to accrued but unpaid interest and to unpaid principal, in such manner and order as Lender may elect in its discretion.  All prepayments on this Note shall be applied, to the extent thereof, to accrued but unpaid interest on the amount prepaid and to the remaining principal installments, in such manner and order as Lender may elect in its discretion, including but not limited to application to principal installments in inverse order of maturity.  Except to the extent that specific provisions are set forth in this Note or another Loan Document with respect to application of payments, all payments received by the holder hereof shall be applied, to the extent thereof, to the indebtedness secured by the Mortgage in such manner and order as Lender may elect in its discretion, any instructions from Maker or anyone else to the contrary notwithstanding.  Remittances in payment of any part of the indebtedness other than in the required amount in immediately available U.S. funds shall not, regardless of any receipt or credit issued therefor, constitute payment until the required amount is actually received by the holder hereof in immediately available U.S. funds and shall be made and accepted subject to the condition that any check or draft may be handled for collection in accordance with the practice of the collecting bank or banks.  Acceptance by the holder hereof of any payment in an amount less than the amount then due on any indebtedness shall be deemed an acceptance on account only and shall not in any way excuse the existence of a Default.

5.           DEFAULTS .  It shall be a default ("Default") under this Note and each of the other documents and agreements executed in connection with this Note (the "Loan Documents") if (a) any principal, interest or other amount of money due under this Note is not paid in full when due, regardless of how such amount may have become due; (b) there shall occur any default or event of default under any deed of trust, security agreement, pledge, mortgage or any other Loan Document; (c) there shall occur a default under any other loan, obligation or other undertaking between Payee and Maker, whether or not related to this Note; (d) the liquidation, termination, dissolution or (if Maker or any guarantor is a natural person) death or legal incapacity of Maker or any guarantor hereof, unless upon the death of any guarantor the estate of such guarantor assumes the obligations hereunder and under the guaranty of such guarantor; (e) the bankruptcy or insolvency of, the assignment for the benefit of creditors by, or the appointment of a receiver for any of the property of any party liable for the payment of this Note, whether as maker, endorser, guarantor, surety or otherwise; or (f) default in the payment of any other indebtedness due Payee or default in the performance of any other material obligation to Payee by Maker.  Upon the occurrence of a Default, the holder hereof shall have the rights to declare the unpaid principal balance and accrued but unpaid interest on this Note at once due and payable (and upon such declaration, the same shall be at once due and payable), to foreclose any liens and security interests securing payment hereof and to exercise any of its other rights, powers and remedies under this Note, under any other Loan Document, or at law or in equity. All of the rights, remedies, powers and privileges (together, "Rights") of the holder hereof provided for in this Note and in any other Loan Document are cumulative of each other and of any and all other Rights at law or in equity.  The resort to any Right shall not prevent the concurrent or subsequent employment of any other appropriate Right.  No single or partial exercise of any Right shall exhaust it, or preclude any other or further exercise thereof, and every Right may be exercised at any time and from time to time.  No failure by the holder hereof to exercise, nor delay in exercising any Right, including but not limite