First Amendment to Second Amended and Restated Revolving Credit
Loan Agreement


  THIS FIRST AMENDMENT ("Amendment") to Second Amended and
Restated Revolving Credit Loan Agreement is made as of the 11th
day of April, 1997 by and among SUNDANCE HOMES, INC., an Illinois
corporation ("Sundance"), SUNDANCE HOLDINGS, INC., an Illinois
corporation ("Holdings"), SLIH DEVELOPMENT,  INC., an Illinois
corporation ("SLIH"), SRLB DEVELOPMENT, INC., an Illinois
corporation ("SRLB"), SAR DEVELOPMENT, INC., an Illinois
corporation ("SAR"), OLYMPIA DEVELOPMENT COMPANY, an Illinois
corporation ("Olympia"), CHICAGO URBAN PROPERTIES, INC., an
Illinois corporation ("CUP"), REMBRANDT HOMES, INC., an Illinois
corporation ("Rembrandt"), and BANK ONE, WISCONSIN, a Wisconsin
banking corporation, and LASALLE NATIONAL BANK,  a national
banking association ("LaSalle"), (each individually a "Lender"
and collectively the "Lenders") and LaSalle as agent for the
Lenders ("Agent").


                            RECITALS:

  A. Sundance, Holdings, SLIH, SRLB, SAR, Olympia, CUP and
Rembrandt as "Borrowers", entered into that certain Second
Amended and Restated a Revolving Credit Loan Agreement dated as
of February 7, 1997 ("Agreement") with Lenders and Agent.
Capitalized terms not otherwise defined herein shall have the
meaning given such terms in the Agreement.

  B. The Agreement provided a $60,000,000.00 secured revolving
line of credit to be made available by the Lenders to the
Borrowers.

  C. Borrowers, Lenders and the Agent desire to modify the
Agreement so as to increase the amount of the Aggregate Revolving
Credit Commitment with respect to which the Borrowers may elect
to apply Adjusted LIBOR.

     NOW, THEREFORE, in consideration of the mutual agreements
herein contained, Borrowers, Lenders and Agent hereby agree to
the terms and conditions contained herein.

  1. Conflict or Inconsistency.  In the event of any conflict or
inconsistency between the provisions of this Amendment and the
provisions of the Agreement, the provisions of this Amendment
shall control.  Any capitalized term herein shall have the
meaning ascribed to it in the Agreement, unless defined
differently in this Amendment.

  2. Interest on Loans.      The first grammatical paragraph of
Section 2.7 of the Agreement is hereby deleted in its entirety
and replaced by the following:

     2.7  Interest Rate Options.       Subject to all of the terms and
       conditions of this Agreement, portions of the principal
       indebtedness evidenced by the Note (all of the indebtedness
       evidenced by the Note bearing interest at the same rate for the
       same period of time being hereinafter referred to as a "Portion")
       may, at the option of Sundance (which is acting on behalf of the
       Borrowers pursuant to Section 2.23 hereof), bear interest with
       reference to the Prime Rate (the " Prime Rate Portion") and
       Portions may be converted from time to time from one basis to the
       other.  Notwithstanding anything contained herein to the
       contrary, at no time may the Loans constituting the LIBOR
       Portions exceed Forty Million Dollars ($40,000,000.00) in the
       aggregate.  All of the indebtedness evidenced by the Note which
       bears interest with reference to a particular Adjusted LIBOR for
       a particular Interest Period shall constitute a single LIBOR
       Portion of the Note.  Anything contained herein to the contrary
       notwithstanding, the obligation of the Lenders to create,
       continue or effect by conversion of any LIBOR Portion shall be
       conditioned upon the fact that at the time no Default or Event of
       Default shall have occurred and be continuing.  The Borrowers
       hereby jointly and severally promise to pay interest on each
       Portion at the rates and times specified in this Article II.
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  3. Representations and Warranties.         Each Borrower hereby
remakes each and every representation and warranty contained in
the Agreement.

  4. Waivers.        Nothing herein contained shall impair the
Agreement or any document or instrument executed in respect
thereto in any way nor alter, waive, annul, vary nor affect any
provision, condition or covenant therein contained except as
expressly herein provided nor affect or impair any right or
remedy of the Lenders and/or Agent, it being the intention of the
parties hereto that the terms and provisions of the Agreement and
such other documents shall continue in full force and effect
except as expressly modified in connection herewith.

  5. Confirmation of Agreement.      Except as modified in this
Amendment, Borrowers, Lenders and Agent hereby ratify and
reconfirm each and every provision of the Agreement, and agree
that all references to the "Agreement" shall hereinafter be
deemed to refer to the Agreement as modified by this Amendment.

  6. Counterparts.        This Amendment may be executed in any
number of counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the
same instrument.


  IN WITNESS WHEREOF, the parties hereto, by their officers
thereunto duly authorized, have executed and delivered this
Agreement as of the date first above written.


                                 SUNDANCE HOMES, INC., an
                                 Illinois corporation
                                 
                                 By:     \s\ Joseph Atkin
                                 Title:    Vice President
                                 
                                 
                                 SLIH DEVELOPMENT, INC., an
                                 Illinois corporation
                                 
                                 By:     \s\ Joseph Atkin
                                 Title:    Vice President
                                 
                                 
                                 SRLB DEVELOPMENT, INC., an
                                 Illinois corporation
                                 
                                 By:     \s\ Joseph Atkin
                                 Title:    Vice President
<PAGE>                                 
                                 SAR DEVELOPMENT, INC., an
                                 Illinois corporation
                                 
                                 By:     \s\ Joseph Atkin
                                 Title:    Vice President
                                 
                                 
                                 SUNDANCE HOLDINGS, INC., an
                                 Illinois corporation
                                 
                                 By:     \s\ Joseph Atkin
                                 Title:    Vice President
                                 
                                 
                                 OLYMPIA DEVELOPMENT COMPANY,
                                 an Illinois corporation
                                 
                                 By:     \s\ Joseph Atkin
                                 Title:    Vice President
                                 
                                 
                                 CHICAGO URBAN PROPERTIES,
                                 INC., an Illinois corporation
                                 
                                 By:     \s\ Joseph Atkin
                                 Title:    Vice President
                                 
                                 
                                 REMBRANDT HOMES, INC., an
                                 Illinois corporation
                                 
                                 By:     \s\ Joseph Atkin
                                 Title:    Vice President
                                 
                                 
                                 BANK ONE, WISCONSIN, a
                                 Wisconsin banking corporation
                                 
                                 By:   \s\ Brett P. Stone
                                 Title:    Vice President
                                 
                                 
                                 LASALLE NATIONAL BANK, a
                                 national banking association,
                                 individually and in its
                                 capacity as Agent
                                 
                                 By:    \s\ Kent Knebelkamp
                                 Title:    Vice President