FOURTH MODIFICATION AGREEMENT
                          -----------------------------

DATE:     November 20, 1997
----

PARTIES:  Borrower: CH Mortgage Company, a Colorado  corporation  formerly known
-------             as American Western Mortgage Company

          Bank:     Bank One, Arizona, NA, a national banking association.

RECITALS:
---------

     A. Bank has extended to Borrower credit ("Loan") in the principal amount of
$25,000,000.00  pursuant to the Amended and Restated Mortgage Warehousing Credit
and Security Agreement, dated July 1, 1995 ("Loan Agreement"),  and evidenced by
the Amended and Restated  Replacement  Revolving Line of Credit  Promissory Note
dated December 1, 1995 ("Note"). The unpaid principal of the Loan as of the date
hereof is $5,513,279.00.

     B. The Loan is secured by, among other things, the collateral  described in
the Loan Agreement (the agreements, documents, and instruments securing the Loan
and the Note are referred to  individually  and  collectively  as the  "Security
Documents").

     C. Bank and Borrower have executed and delivered  previously  the following
agreements ("Modifications") modifying the terms of the Loan, the Note, the Loan
Agreement, and/or the Security Documents:  Modification Agreement dated December
1, 1995,  Letter  Agreement  dated July 1, 1995,  Modification  Agreement  dated
November 27, 1996, and Third Modification  Agreement dated January 3, 1997. (The
Note, the Loan Agreement,  the Security Documents,  any arbitration  resolution,
any  environmental   certification  and  indemnity  agreement,   and  all  other
agreements,  documents,  and  instruments  evidencing,  securing,  or  otherwise
relating to the Loan, as modified in the  Modifications,  are sometimes referred
to individually and collectively as the "Loan Documents".  Hereinafter,  "Note",
"Loan Agreement", and "Security Documents" shall mean such documents as modified
in the Modifications.)

     D. Borrower has requested  that Bank modify the Loan and the Loan Documents
as  provided  herein.  Bank is  willing  to so  modify  the  Loan  and the  Loan
Documents, subject to the terms and conditions herein.

AGREEMENT:
----------

For good and valuable  consideration,  the receipt and  sufficiency of which are
hereby acknowledged, Borrower and Bank agree as follows:

1.   ACCURACY OF RECITALS.
     --------------------

Borrower acknowledges the accuracy of the Recitals.
                                       1
<PAGE>
2.   MODIFICATION OF LOAN DOCUMENTS.
     ------------------------------

     2.1 The Loan Documents are modified as follows:

          2.1.1  The  maturity  date of the Loan and the  Note is  changed  from
December 1, 1997 to February 1, 1998. On the maturity date Borrower shall pay to
Bank the unpaid  principal,  accrued and unpaid interest,  and all other amounts
payable by Borrower under the Loan Documents as modified herein.

     2.2 Each of the Loan  Documents  is modified to provide  that it shall be a
default or an event of default  thereunder if Borrower shall fail to comply with
any of the covenants of Borrower herein or if any  representation or warranty by
Borrower  herein or by any  guarantor  in any related  Consent and  Agreement of
Guarantor(s) is materially incomplete,  incorrect,  or misleading as of the date
hereof.

     2.3 Each reference in the Loan Documents to any of the Loan Documents shall
be a reference to such document as modified herein.

3.  RATIFICATION OF LOAN DOCUMENTS AND COLLATERAL.
    ---------------------------------------------

The Loan  Documents  are  ratified  and affirmed by Borrower and shall remain in
full force and effect as modified herein. Any property or rights to or interests
in property  granted as security in the Loan Documents  shall remain as security
for the Loan and the obligations of Borrower in the Loan Documents.

4.  BORROWER REPRESENTATIONS AND WARRANTIES.
    ---------------------------------------

Borrower represents and warrants to Bank:

     4.1 No  default  or event of  default  under any of the Loan  Documents  as
modified herein,  nor any event,  that, with the giving of notice or the passage
of time or both,  would be a  default  or an event  of  default  under  the Loan
Documents as modified herein has occurred and is continuing.

     4.2 There has been no material adverse change in the financial condition of
Borrower or any other person whose  financial  statement  has been  delivered to
Bank in  connection  with the Loan  from the  most  recent  financial  statement
received by Bank.

     4.3 Each and all  representations  and  warranties  of Borrower in the Loan
Documents are accurate on the date hereof.

     4.4  Borrower  has no claims,  counterclaims,  defenses,  or set-offs  with
respect to the Loan or the Loan Documents as modified herein.

     4.5 The Loan Documents as modified herein are the legal, valid, and binding
obligation of Borrower,  enforceable  against  Borrower in accordance with their
terms.

     4.6  Borrower  is  validly  existing  under  the  laws of the  State of its
formation or  organization  and has the requisite power and authority to execute
and deliver this Agreement and to perform the Loan Documents as 
                                       2
<PAGE>
modified  herein.   The  execution  and  delivery  of  this  Agreement  and  the
performance of the Loan Documents as modified  herein have been duly  authorized
by all  requisite  action by or on behalf of Borrower.  This  Agreement has been
duly executed and delivered on behalf of Borrower.

5.   BORROWER COVENANTS.
     ------------------

Borrower covenants with Bank:

     5.1 Borrower shall execute,  deliver,  and provide to Bank such  additional
agreements,  documents,  and  instruments  as  reasonably  required  by  Bank to
effectuate the intent of this Agreement.

     5.2 Borrower fully,  finally,  and forever releases and discharges Bank and
its  successors,   assigns,   directors,   officers,   employees,   agents,  and
representatives  from any and all  actions,  causes of  action,  claims,  debts,
demands, liabilities, obligations, and suits, of whatever kind or nature, in law
or equity of Borrower,  whether now known or unknown to Borrower, (i) in respect
of the Loan, the Loan Documents,  or the actions or omissions of Bank in respect
of the Loan or the Loan Documents and (ii) arising from events  occurring  prior
to the date of this Agreement.

     5.3  Contemporaneously  with the execution and delivery of this  Agreement,
Borrower has paid to Bank:

         5.3.1 All accrued and unpaid  interest  under the Note and all amounts,
other than interest and  principal,  due and payable by Borrower  under the Loan
Documents as of the date hereof.

         5.3.2 All the internal and external costs and expenses incurred by Bank
in connection with this Agreement  (including,  without  limitation,  inside and
outside attorneys,  appraisal,  appraisal review, processing, title, filing, and
recording costs, expenses, and fees).

6.   EXECUTION AND DELIVERY OF AGREEMENT BY BANK.
     -------------------------------------------

Bank  shall  not be bound by this  Agreement  until  (i) Bank has  executed  and
delivered this Agreement,  (ii) Borrower has performed all of the obligations of
Borrower  under  this  Agreement  to be  performed  contemporaneously  with  the
execution and delivery of this Agreement,  (iii) each  guarantor(s) of the Loan,
if  any,  has  executed  and  delivered  to  Bank a  Consent  and  Agreement  of
Guarantor(s),  and (iv) if required by Bank,  Borrower and any guarantor(s) have
executed  and  delivered to Bank an  arbitration  resolution,  an  environmental
questionnaire, and an environmental certification and indemnity agreement.

7.   INTEGRATION, ENTIRE AGREEMENT, CHANGE, DISCHARGE, TERMINATION, OR WAIVER.
     ------------------------------------------------------------------------

The Loan  Documents as modified  herein contain the complete  understanding  and
agreement  of Borrower and Bank in respect of the Loan and  supersede  all prior
representations,   warranties,  agreements,  arrangements,  understandings,  and
negotiations.  No  provision  of the Loan  Documents  as modified  herein may be
                                       3
<PAGE>
changed,  discharged,  supplemented,  terminated,  or waived except in a writing
signed by the parties thereto.

8.   BINDING EFFECT.
     --------------

The Loan  Documents as modified  herein shall be binding upon and shall inure to
the  benefit of  Borrower  and Bank and their  successors  and  assigns  and the
executors, legal administrators,  personal representatives, heirs, devisees, and
beneficiaries of Borrower, provided, however, Borrower may not assign any of its
right  or  delegate  any of its  obligation  under  the Loan  Documents  and any
purported assignment or delegation shall be void.

9.   CHOICE OF LAW.
     -------------

This Agreement shall be governed by and construed in accordance with the laws of
the State of Arizona, without giving effect to conflicts of law principles.

10.  COUNTERPART EXECUTION.
     ---------------------

This Agreement may be executed in one or more counterparts,  each of which shall
be deemed an original and all of which  together  shall  constitute  one and the
same  document.  Signature  pages  may be  detached  from the  counterparts  and
attached to a single copy of this Agreement to physically form one document.

DATED as of the date first above stated.


                                        CH MORTGAGE COMPANY, A Colorado
                                        corporation formerly known as
                                        American Western Mortgage Company


                                        By: /s/ P. DAFFIN
                                           -------------------------------------
                                        Name:  PATRICIA A. DAFFIN
                                             -----------------------------------
                                        Title: TREASURER AND ASSISTANT SECRETARY
                                              ----------------------------------

                                        BANK ONE, ARIZONA, NA, a national
                                        banking association

                                        By: /s/ Rhonda R. Williams
                                           -------------------------------------
                                        Name:  Rhonda R. Williams
                                             -----------------------------------
                                        Title: Assistant Vice President
                                              ----------------------------------
                                       4
<PAGE>
                      CONSENT AND AGREEMENT OF GUARANTOR(S)
                      -------------------------------------


With  respect to the Fourth  Modification  Agreement,  dated  November  20, 1997
("Agreement"),  between CH Mortgage  Company,  a Colorado  corporation  formerly
known as American Western Mortgage Company  ("Borrower") and Bank One,  Arizona,
NA, a national banking association ("Bank"), the undersigned  (individually and,
if more than one,  collectively  "Guarantor")  agrees for the benefit of Bank as
follows:

     1.  Guarantor  acknowledges  (i)  receiving  a  copy  of  and  reading  the
Agreement,  (ii) the  accuracy of the Recitals in the  Agreement,  and (iii) the
effectiveness  of (A) the  Guaranty,  dated  July 1, 1995  ("Guaranty"),  by the
undersigned  for the  benefit of Bank,  as  modified  herein,  and (B) any other
agreements,  documents,  or  instruments  securing or otherwise  relating to the
Guaranty,  (including,  without limitation,  any arbitration  resolution and any
environmental  certification  and indemnity  agreement  previously  executed and
delivered by the undersigned),  as modified herein.  The Guaranty and such other
agreements,  documents,  and instruments,  as modified  herein,  are referred to
individually and collectively as the "Guarantor Documents".

     2.  Guarantor  consents to the  modification  of the Loan Documents and all
other matters in the Agreement.

     3. Guarantor fully,  finally,  and forever releases and discharges Bank and
its  successors,   assigns,   directors,   officers,   employees,   agents,  and
representatives  from any and all  actions,  causes of  action,  claims,  debts,
demands, liabilities,  obligations, and suits of whatever kind or nature, in law
or  equity,  that  Guarantor  has or in the future  may have,  whether  known or
unknown,  (i)  in  respect  of the  Loan,  the  Loan  Documents,  the  Guarantor
Documents,  or the actions or omissions of Bank in respect of the Loan, the Loan
Documents,  or the Guarantor  Documents  and (ii) arising from events  occurring
prior to the date hereof.

     4.  Guarantor  agrees that all  references,  if any, to the Note,  the Loan
Agreement,  the Security  Documents,  and the Loan  Documents  in the  Guarantor
Documents  shall  be  deemed  to  refer  to  such  agreements,   documents,  and
instruments as modified by the Agreement.

     5.  Guarantor  reaffirms  the  Guarantor  Documents  and  agrees  that  the
Guarantor  Documents  continue  in full force and  effect and remain  unchanged,
except as specifically  modified by this Consent and Agreement of  Guarantor(s).
Any property or rights to or  interests  in property  granted as security in the
Guarantor   Documents  shall  remain  as  security  for  the  Guaranty  and  the
obligations of Guarantor in the Guaranty.

     6. Guarantor agrees that the Loan Documents,  as modified by the Agreement,
and the  Guarantor  Documents,  as modified by this  Consent  and  Agreement  of
Guarantor(s),  are the legal, valid, and binding obligations of Borrower and the
undersigned,  respectively,  enforceable in accordance  with their terms against
Borrower and the undersigned, respectively.

     7. Guarantor agrees that Guarantor has no claims, counterclaims,  defenses,
or offsets with respect to the  enforcement  against  Guarantor of the Guarantor
Documents.
                                       5
<PAGE>
     8.  Guarantor  represents  and  warrants  that  there has been no  material
adverse change in the financial  condition of any Guarantor from the most recent
financial statement received by Bank.

     9. Guarantor  agrees that this Consent and Agreement of Guarantor(s) may be
executed in one or more counterparts,  each of which shall be deemed an original
and all of which together shall constitute one and the same document.  Signature
and acknowledgement  pages may be detached from the counterparts and attached to
a single copy of this Consent and Agreement of  Guarantor(s)  to physically form
one document.

DATED as of the date of the Agreement.

                                        CONTINENTAL HOMES, INC.,
                                        a Delaware corporation

                                        By:    /s/ TIMOTHY C. WESTFALL
                                               ---------------------------------
                                        Name:  TIMOTHY C. WESTFALL
                                               ---------------------------------
                                        Title: VICE PRESIDENT
                                               ---------------------------------


                                        CONTINENTAL HOMES HOLDING CORP.,
                                        a Delaware corporation

                                        By:    /s/ TIMOTHY C. WESTFALL
                                               ---------------------------------
                                        Name:  TIMOTHY C. WESTFALL
                                               ---------------------------------
                                        Title: VICE PRESIDENT
                                               ---------------------------------