EXHIBIT 4.2                                              MAS1065A
                                                          9/16/96

                      AMENDED AND RESTATED
                REVOLVING CREDIT LOAN AGREEMENT

                 Dated as of September 13, 1996

                          by and among

                      SUNDANCE HOMES, INC.

                    SUNDANCE HOLDINGS, INC.

                     SLIH DEVELOPMENT, INC.


                     SRLB DEVELOPMENT, INC.
                                
                      SAR DEVELOPMENT, INC.
                                
                                
                 CHICAGO URBAN PROPERTIES, INC.
                                
                               and
                                
                      REMBRANDT HOMES, INC.
                                
                          as Borrowers
                                
                               and
                                
                     BANK ONE, MILWAUKEE, NA
                                
                               and
                                
                     LASALLE NATIONAL BANK,
                                
                           as Lenders
                                
                               and
                                
                     LASALLE NATIONAL BANK,
                                
                            as Agent
<PAGE>                                
                                

                       TABLE OF CONTENTS

                                   ARTICLE I
                   DEFINITIONS; CONSTRUCTION

          1.1  Certain Definitions                              2
          1.2  Accounting Principles                           24


                           ARTICLE II
                           THE CREDIT

          2.1  Revolving Credit Loans                          24
               (a)     The Revolving Credit Commitment         24
               (b)     Maximum Borrowing Base                  25
               (c)     Disbursements                           25
               (d)     Revolving Credit                        25
          2.2  All Loans, Advances and Reimbursement Obligations
               to Constitute One Loan                          25
          2.3  Revolving Promissory Note                       26
          2.4  Making of Revolving Credit Loans                26
          2.5  Letters of Credit                               27
               (a)     General Terms                           27
               (b)     General Characteristics                 27
               (c)     Applications                            27
               (d)     Participation in Letters of Credit      28
               (e)     Issuance of Letters of Credit           28
          2.6  Fees                                            29
          2.7  Interest Rate Options                           29
               (a)  Prime Rate Portion                         30
               (b)  LIBOR Portions                             30
          2.8  Minimum Amounts                                 31
          2.9  Computation of Interest                         31
          2.10 Manner of Rate Selection                        31
          2.11 Change of Law                                   31
          2.12 Unavailability of Deposits or Inability to
               Ascertain Adjusted LIBOR                        32
          2.13 Taxes and Increased Costs                       32
          2.14 Change in Capital Adequacy Requirements         33
          2.15 Funding Indemnity                               34
          2.16 Lending Branch                                  34
          2.17 Discretion of Lenders as the Manner of Funding  35
          2.18 Voluntary Prepayments and Reduction/Termination
               of Revolving Credit Commitment                  35
          2.19 Mandatory Prepayments                           36
               (a)     Borrowing Base                          36
               (b)     Net Proceeds                            36
          2.20 Payments                                        36
          2.21 Statement of Account                            38
          2.22 General Indemnity                               38
          2.23 Sundance as Agent                               40
<PAGE>
                                   ARTICLE III
                   COLLATERAL:  GENERAL TERMS

          3.1  Collateral                                      40
          3.2  Cross Default Provisions                        41
          3.3  Protection of Collateral                        41
          3.4  Release and Retention of Collateral             42
          3.5  No Waiver                                       42

                           ARTICLE IV
                 REPRESENTATIONS AND WARRANTIES

          4.1  Organization and Qualification                  42
          4.2  Executive Offices                               43
          4.3  Corporate Power; Authorization                  43
          4.4  Execution and Binding Effect                    43
          4.5  Authorizations and Filings                      44
          4.6  Financial Statements                            44
          4.7  Ownership of Property; Liens                    45
          4.8  No Default                                      45
          4.9  Burdensome Restrictions                         45
          4.10  Labor Matters                                  46
          4.11  Other Ventures                                 46
          4.12  Taxes                                          46
          4.13  Pension and Welfare Plans                      46
          4.14  Employment and Labor Agreements                47
          4.15  Patents, Trademarks, Copyrights and Licenses   47
          4.16  Environmental Matters                          48
          4.17  Financial Accounting Practices                 48
          4.18  Regulation U                                   48
          4.19  Accurate and Complete Disclosure               48
          4.20  Use of Proceeds                                48
          4.21  Permits                                        49
          4.22  Ownership of the Operating Subsidiaries        49
          4.23  Compliance with Laws                           49
          4.24  Litigation                                     50
          4.25  Solvency                                       50
          4.26  Indebtedness                                   50
          4.27  No Material Adverse Effect                     50
          4.28  Depository Accounts                            51
          4.29  Real Property                                  51
          4.30  Lofts                                          51

                           ARTICLE V
                      CONDITIONS PRECEDENT

          5.1   Conditions to Closing                          51
                (a)  Execution and Delivery of Loan Documents  51
                (b)  Documents and Other Agreements            51
                (c)  Absence of Material Adverse Change        53
                (d)  Current Payables                          54
          5.2   Condition to Loans and Letters of Credit       54
                (a)  Representations and Warranties;
                       Events of Default and Defaults          54
                (b)  Compliance                                55
                (c)  Banking Laws                              55
                (d)  Payment of Fees                           55
                (e)     Details, Proceedings and Documents     55

                           ARTICLE VI
                     AFFIRMATIVE COVENANTS

          6.1  Reporting and Information Requirements          56
               (a)     Annual Reports                          56
               (b)     Semi-Annual Reports, Quarterly Reports,
                       Monthly Reports & Daily Reports         56
               (c)     Borrowing Base Certificate              57
               (d)     Compliance Certificates                 58
               (e)     Accountants' Certificates               58
               (f)     Other Reports and Information           59
               (g)     Further Information                     59
               (h)     Notice of Event of Default              59
               (i)     Notice of Material Adverse Effect       59
               (j)     Notice of Material Proceedings          59
               (k)     Visitation                              59
               (l)     Notice of Other Material Defaults       60
               (m)     Pension Plans and Welfare Plans         60
          6.2  Preservation of Existence and Franchises        61
          6.3  Payment and Performance of Obligations          61
          6.4  Financial Accounting Practices                  62
          6.5  Compliance with Laws                            63
          6.6  Government Authorizations, etc.                 63
          6.7  Maintenance of Properties                       63
          6.8  Insurance                                       63
          6.9  Agreements                                      68
          6.10 Banking Relationship                            68
          6.11 Date Down Endorsements                          69
          6.12 Maurice Sanderman                               69
          6.13 Olympia Development Company                     69
          6.14 Ticor                                           69
          6.15 Kaco                                            69
          6.16 Appraisals                                      69
          6.17 Condominiums                                    70
          6.18 Supplemental Disclosure                         71

                          ARTICLE VII
                       NEGATIVE COVENANTS

          7.1  Mergers, Etc.                                   71
          7.2  Investments; Loans and Advances                 71
          7.3  Indebtedness                                    72
          7.4  Capital Structure                               72
          7.5  Transactions with Affiliates                    72
          7.6  Guaranteed Indebtedness                         73
          7.7  Liens                                           73
          7.8  Cancellation of Indebtedness                    73
          7.9  Events of Default                               73
          7.10  ERISA                                          73
          7.11  Dispositions of Assets                         74
          7.12  Continuation of or Change in Business          74
          7.13  Sundance Consolidated Net Worth                74
          7.14  Sundance's Liabilities to
                Consolidated Net Worth.                        74
          7.15  Sundance's Liabilities, Bonds and Letters of
                Credit to Consolidated Net Worth               75
          7.16  Sundance Consolidated Inventory                75
          7.17  Speculative Construction                       75
          7.18  Net Working Capital                            75
          7.19  Consolidated Net Income                        75
          7.20  Use of Proceeds                                75
          7.21  Location of Principal Place of Business
                and Certain Records                            75
          7.22  Name Change                                    75
          7.23  Restrictions on Future Agreement               76
          7.24  Dividends and Related Distributions            76
          7.25  Fiscal Year                                    76
          7.26  Models                                         76 
          7.27  Acquisition of New Real Property               76

     ARTICLE VIII
                            DEFAULTS

          8.1  Events of Default                               78
          8.2  Consequences of a Default                       81
          8.3  Letters of Credit                               82
          8.4  Payments Set Aside                              82
          8.5  Waivers by Borrowers                            83
          8.6  Set-Off                                         83
          8.7  Sharing of Set-Offs                             83
          8.8  Cumulative Relief                               84
          8.9  No First Resort Obligation                      84

                           ARTICLE IX
                    THE ADMINISTRATIVE AGENT

          9.1  Appointment                                     84
          9.2  Delegation of Duties                            85
          9.3  Nature of Duties; Independent Credit
               Investigation                                   85
          9.4  Exculpatory Provisions                          85
          9.5  Reimbursement and Indemnification               86
          9.6  Withholding Taxes                               87
          9.7  Reliance by Agent                               88
          9.8  Individual Capacity                             88
          9.9  Holders of Notes                                89
          9.10 Successors                                      89
          9.11 Advisers                                        89
 
                           ARTICLE X
                         MISCELLANEOUS

          10.1  Holidays                                       90
          10.2  Records                                        90
          10.3  Modifications, Amendments or Waivers           90
          10.4  No Implied Waiver; Remedies                    91
          10.5  Notices                                        91
          10.6  Expenses; Taxes; Attorneys' Fees               92
          10.7  Severability                                   93
          10.8  Governing Law                                  93
          10.9  Prior Understandings                           93
          10.10  Duration; Survival                            93
          10.11  Counterparts                                  94
          10.12  Successors and Assigns; Participants.         94
            (a)     Successors and Assigns                     94
            (b)     Participations                             94
            (c)     Provision ofInformation to Participants    95
            (d)     Taxes                                      95
            (e)     No Rights in Borrowers; No Third Party 
                    Beneficiary Rights                         96
          10.13  Time of Essence                               96
          10.14  Entire Agreement                              96
          10.15  Section Titles                                96
          10.16  References                                    96
          10.17  Reinstatement                                 97
          10.18  Consent to Jurisdiction                       97
          10.19  Venue                                         97
          10.20  Advertisement                                 98
          10.21  Waiver of Jury Trial                          98





                      AMENDED AND RESTATED
                REVOLVING CREDIT LOAN AGREEMENT


      THIS REVOLVING CREDIT LOAN AGREEMENT, dated as of September
13,  1996,  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"), CHICAGO URBAN PROPERTIES, INC., an  Illinois
corporation  ("CUP"),  and  REMBRANDT HOMES,  INC.,  an  Illinois
corporation ("RH") (SLIH, SRLB, SAR, Holdings, CUP and  RH  being
referred to herein individually as an "Operating Subsidiary"  and
collectively as the "Operating Subsidiaries"), (Sundance and  the
Operating   Subsidiaries  sometimes  being  referred  to   herein
individually as a "Borrower" and collectively as the "Borrowers")
and  BANK ONE, MILWAUKEE, NA, a national banking association, and
LASALLE   NATIONAL   BANK,   a   national   banking   association
("LaSalle"),  (each individually a "Lender" and collectively  the
"Lenders") and LaSalle as agent for the Lenders (the "Agent").


                      W I T N E S S E T H:


      WHEREAS, the Borrowers are engaged in the businesses of the
construction   and   sale  of  single-family   homes,   including
condominiums,  (both attached and detached) and residential  loft
condominiums  in  Illinois,  and  contemplate  engaging  in  such
businesses in Wisconsin and Indiana; and

      WHEREAS,  the Borrowers have previously obtained a  secured
revolving  credit facility from the Lenders in an amount  not  to
exceed  $50,000,000.00 pursuant to that certain Revolving  Credit
Loan  Agreement dated as of July 14, 1996 by and among Borrowers,
Lenders and Agent, as amended ("Original Credit Facility"); and

     WHEREAS, the Borrowers have requested that the Lenders renew
the Original Credit Facility; and

      WHEREAS,  the  Lenders are willing  to  renew  such  credit
facility upon the terms and subject to the conditions hereinafter
set  forth,  including, without limitation,  the  grant  by  each
Borrower  to  Agent of a mortgage on the real  property  of  such
Borrower  and the grant of a security interest in the  assets  of
Heartland and SK (as each such term is hereinafter defined);

      NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements herein contained and intending to
be legally bound hereby, the parties hereto agree as follows:


                           ARTICLE I
                   DEFINITIONS; CONSTRUCTION

      I.1   Certain Definitions.  In addition to other words  and
terms  defined  elsewhere in this Agreement, as used  herein  the
following  words  and  terms shall have the  following  meanings,
respectively,   unless  the  context  hereof  otherwise   clearly
requires  (such  meanings to be equally applicable  to  both  the
singular and plural forms of the terms defined):

      "Adjusted LIBOR" shall mean a rate per annum determined  by
the Lenders in accordance with the following formula:

          Adjusted LIBOR =            LIBOR
                              100%-Reserve Percentage


      "Affiliate", with respect to any Person, shall  mean:   any
Person  which,  directly or indirectly, owns or controls,  on  an
aggregate basis, including all beneficial ownership and ownership
or control as a trustee, guardian or other fiduciary, at least 5%
of  such class or classes of outstanding Capital Stock (or  other
equity) having in the aggregate ordinary voting power to elect  a
majority   of  the  board  of  directors  (or  other  management)
(irrespective of whether, at the time, stock of any  other  class
or  classes (or holders of other equity or contract rights) shall
have or might have voting power by reason of the happening of any
contingency) of any other Person, or which is controlled by or is
under common control with such Person, or any officers, directors
or  stockholders  of  such  Person.   For  the  purpose  of  this
definition,   "control"   means  the  possession,   directly   or
indirectly,  of the power to direct or to cause the direction  of
management or policies, whether through the ownership  of  voting
securities,  by contract or otherwise.  Nothing herein  shall  be
interpreted to constitute any Lender or the Agent as an Affiliate
of each other or of any Borrower.

     "Agent" shall mean LaSalle, in its capacity as Agent for the
Lenders  hereunder, and any successor appointed  as  provided  in
Section 9.10 hereof.

      "Agreement" shall mean this Amended and Restated  Revolving
Credit  Loan  Agreement, including all amendments, modifications,
restatements and supplements hereto and any appendices,  exhibits
or  schedules  to any of the foregoing, and shall refer  to  this
Agreement as the same may be amended from time to time.

      "Aggregate Revolving Credit Commitment" shall mean the  sum
of the Revolving Credit Commitments of all Lenders.

     "Application" or "Applications" shall have the meaning given
such terms in Section 2.5(c).

      "Appraisal" shall mean (i) in connection with any appraisal
undertaken pursuant to Section 6.16 or Section 7.27, an appraisal
prepared on behalf of Agent and each Lender on an as-is basis  in
accordance  with  the  requirements of  FIRREA,  prepared  by  an
independent third party appraiser holding an MAI designation, who
is  state licensed or state certified if required under the  laws
of  the state where the applicable real property is located,  who
meets   the   requirements  of  FIRREA  and  who   is   otherwise
satisfactory  to  Lenders  and  (ii)  in  all  other  events,  an
appraisal  in  scope  satisfactory  to  Lenders  prepared  by  an
independent third party appraiser satisfactory to Lenders.

     "Appraised Value" shall mean the appraised value of the real
property owned by any Borrower, any Subsidiary of any Borrower or
any  Trust  as  evidenced by the Appraisals  then  most  recently
obtained   by   the  Lenders  less  the  amount  of  Non-Recourse
Indebtedness  secured by any of such real property and  less  the
amount  of any Indebtedness owed to Kaco, Inc. secured by any  of
such real property owned by SK, as the case may be.

      "Approved Loft Project" shall mean a Loft Project which has
been  approved  in  writing in advance by the  Lenders  in  their
respective  sole discretion and in accordance with Sections  6.17
and 7.27 hereof.

      "Bankruptcy Code" shall mean Title 11 of the United  States
Code, as amended from time to time, or any successor statute.

      "Benefit Plan" shall mean each employee benefit plan (other
than  a Multiemployer Plan), as defined in Section 3(3) of  ERISA
(1)  which  currently  is,  or  has  ever  been,  maintained  for
employees of any Borrower, any Subsidiary of any Borrower or  any
ERISA  Affiliate or (2) to which any Borrower, any Subsidiary  of
any  Borrower or any ERISA Affiliate makes or is required to make
or,  within  the past six years either made, or was  required  to
make, contributions.

     "Bonds" shall mean those certain unsecured performance bonds
issued  on  behalf  of  any Borrower or  any  Subsidiary  of  any
Borrower  by any insurer having a Best's rating of A  or  better,
provided  that  (i) all such performance bonds remain  unsecured,
except  that such bonds may be secured by a Letter of Credit  (as
hereinafter defined), and (ii) the aggregate amount of  the  face
value  of all such performance bonds outstanding at any one  time
shall not exceed $25,000,000.00.

      "Borrower"  shall  mean  any of  Sundance,  each  Operating
Subsidiary and their respective permitted successors and assigns.

      "Borrowing  Base Certificate" shall have the meaning  given
such term in Section 6.1(c) hereof.

      "Business  Day" shall mean any day other than  a  Saturday,
Sunday, public holiday under the laws of the State of Illinois or
the State of Wisconsin or other day on which banking institutions
are  authorized  or  obligated to close in Chicago,  Illinois  or
Milwaukee,  Wisconsin, and if the applicable  day  relates  to  a
LIBOR Portion, Interest Period, or notice with respect to a LIBOR
Portion,  a  day  in which dealings in Dollar deposits  are  also
carried on in the London interbank market and banks are open  for
business in London.

      "Capital Stock" shall mean, with respect to any Person, any
and  all  shares, interests, participations or other  equivalents
(however   designated)  of  corporate  stock  (or  other   equity
interest),  including each class of common  stock  and  preferred
stock of such Person.

      "Change  of Control" shall mean Maurice Sanderman  and  the
Sanderman  Descendants Trust U/A/D December  29,  1992,  together
shall  cease to maintain beneficial ownership (within the meaning
of  Rule  13d-3 promulgated by the U.S. Securities  and  Exchange
Commission under the Securities Exchange Act of 1934, as amended)
of  Capital  Stock of Sundance that carries 51% of  the  ordinary
voting power for the election of directors generally of Sundance.
      "Charges"  shall  mean all Federal,  state,  county,  city,
municipal,  local,  foreign  or  other  governmental  (including,
without  limitation, PBGC) taxes, levies, assessments or  charges
at  the  time  due  and  payable, upon or  relating  to  (i)  the
Obligations, (ii) any Borrower's employees (other than taxes  not
required  to  be  withheld), payroll, income or  gross  receipts,
(iii)   any  Borrower's  or  any  Subsidiary  of  any  Borrower's
ownership or use of any assets, or (iv) any other aspect  of  any
Borrower's or any Subsidiary of any Borrower's business.

      "City  Ordinance" shall mean any county  or  municipal  Law
regulating  the  conversion  of real  property  to  condominiums,
including,  without  limitation, the City of Chicago  Condominium
Ordinance, Chapter 100.2-12 of the Municipal Code of the City  of
Chicago, as any such Law may from time to time be amended.

     "Closing Date" shall mean September 13, 1996.

      "Code"  shall mean the Internal Revenue Code  of  1986,  as
amended,  and  any  successor  statute  of  similar  import,  and
regulations  thereunder, in each case as in effect from  time  to
time.   References to sections of the Code shall be construed  to
also refer to any successor sections.

      "Collateral" shall mean all assets, property and/or  rights
of  any  Person on or in which a Lien is granted to the Agent  or
any Lender (or to any agent, trustee or other party acting on the
Agent's  or  such Lender's behalf) pursuant to this Agreement  or
any other Loan Document.

      "Condominium  Act" shall mean any state Law regulating  the
conversion  of real property to condominiums, including,  without
limitation,  the Illinois Condominium Property Act, as  any  such
Law may from time to time be amended.

     "Condominium Declaration" shall mean the document by which a
parcel of real property will be submitted to the Condominium Act,
prepared in accordance with the Condominium Act.

      "Consolidated Net Income" for any period means,  when  used
with  reference to Sundance, the aggregate of the net income  (or
loss)  of  Sundance and its Subsidiaries (other  than  an  entity
which  is  a Subsidiary because a Borrower or a Subsidiary  of  a
Borrower  is  a  general  partner  or  a  member  thereof)   from
continuing  operations for such period, on a consolidated  basis,
determined   in   accordance  with  GAAP  consistently   applied;
provided,  however, that the income of Sundance or any Subsidiary
derived  from  any  Loft  Project which does  not  constitute  an
Approved  Loft  Project shall be excluded from such  calculation,
unless the Borrowers, at their sole cost and expense, shall  have
obtained  an  Appraisal with respect to such Loft  Project  which
shall be in form and substance acceptable to the Lenders.

      "Consolidated  Net Worth" shall mean the  excess  of  total
assets  of  Sundance and its Subsidiaries (other than  an  entity
which  is  a Subsidiary because a Borrower or a Subsidiary  of  a
Borrower  is  a  general partner or a member thereof)  (including
deferred  start-up costs) over the total liabilities and reserves
of Sundance and its Subsidiaries (other than an entity which is a
Subsidiary because a Borrower or a Subsidiary of a Borrower is  a
general  partner or a member thereof) computed on a  consolidated
basis,  total assets and total liabilities each to be  determined
in  accordance  with  GAAP consistently applied,  (i)  excluding,
however, from the determination of total assets, all assets which
would  be  classified as intangible assets under GAAP, including,
without  limitation, goodwill, patents, trademarks, trade  names,
copyrights,  franchises and deferred charges (including,  without
limitation,  unamortized debt discount and expense,  organization
costs  and deferred research and development expense, other  than
deferred start-up costs relating to any development project)  and
(ii)  excluding from such calculation any asset or any  liability
of  Sundance  or any Operating Subsidiary arising from  any  Loft
Project  which  does  not  constitute an Approved  Loft  Project,
except  that  if the Borrowers, at their sole cost  and  expense,
shall have obtained an Appraisal in form and substance acceptable
to  the  Lenders,  an  amount equal to  the  lesser  of  (x)  the
Appraised  Value  of such Loft Project and (y)  the  cash  equity
investment  of  a Borrower and/or a Subsidiary of a  Borrower  in
such  Loft  Project  as  reflected  in  documentation  reasonably
acceptable  to  the  Lenders, shall be  included  in  assets  for
purposes  of  the calculation of Consolidated Net Worth  and  the
liabilities  associated with such Loft Project shall be  included
in  liabilities  for purposes of the calculation of  Consolidated
Net Worth.

      "Conversion" shall mean the submission of a parcel of  real
property to the Condominium Act by the recording of a Condominium
Declaration,  thereby  converting  such  parcel  to   condominium
ownership.

      "Current Assets" shall mean the total of current assets  of
Sundance  and its Subsidiaries (other than an entity which  is  a
Subsidiary because a Borrower or a Subsidiary of a Borrower is  a
general  partner or a member thereof) computed on a  consolidated
basis   and  determined  in  accordance  with  GAAP  consistently
applied, but excluding (i) thirty-five percent (35%) of the  book
value of the Raw Land and Land Under Development, (ii) sixty-five
percent  (65%)  of  the then outstanding amount  of  Non-Recourse
Indebtedness,  (iii) work-in-process for Spec Homes  and  Models;
provided,  however,  that  such  calculation  shall  (x)  exclude
property, equipment and deferred start-up costs relating  to  any
development project and (y) shall also exclude any current assets
arising  from  any  Loft  Project which does  not  constitute  an
Approved  Loft  Project, except that if the Borrowers,  at  their
sole  cost and expense, shall have obtained an Appraisal in  form
and  substance acceptable to the Lenders, an amount equal to  the
lesser  of (x) the Appraised Value of such Loft Project  and  (y)
the  cash  equity investment of a Borrower in such  Loft  Project
and/or  a  Subsidiary of a Borrower as reflected in documentation
reasonably  acceptable  to  the Lenders,  shall  be  included  in
current assets for purposes of the calculation of Current Assets.

       "Current   Liabilities"  shall  mean  the  total   current
liabilities (i) excluding contingent liabilities of Sundance  and
its   Subsidiaries (other than an entity which  is  a  Subsidiary
because  a  Borrower or a Subsidiary of a Borrower is  a  general
partner  or  a  member  thereof) and (ii) excluding  any  current
liabilities  arising  from  any  Loft  Project  which  does   not
constitute  an  Approved  Loft  Project,  except  that   if   the
Borrowers, at their sole cost and expense, shall have obtained an
Appraisal  in  form  and  substance acceptable  to  the  Lenders,
liabilities  associated with such Loft Project shall be  included
in  liabilities  for  purposes  of  the  calculation  of  Current
Liabilities)  computed on a consolidated basis and determined  in
accordance with GAAP consistently applied.

      "Default"  shall  mean any event or  condition  which  with
notice, passage of time or an election by the Lenders and/or  the
Agent,  as  the case may be, allowed under any Loan Document,  or
any  combination of the foregoing, would constitute an  Event  of
Default.

     "Disqualified Capital Stock" shall mean, with respect to any
Person,  that portion of any class or series of Capital Stock  of
such  Person  that, by its terms or by the terms of any  security
into  which  it is convertible or exchangeable, is, or  upon  the
happening of an event or passage of time would be, required to be
redeemed  or repurchased, including at the option of the  holder,
in whole or in part, or has, or upon the happening of an event or
passage of time would have, a redemption or similar payment  due,
in either case, on or prior to the Maturity Date.

      "Distribution" by a Person shall mean any dividend or other
distribution of any nature (whether in cash, property, securities
or  otherwise) on account of or in respect of any shares  of  the
Capital  Stock  of  such Person or on account  of  the  purchase,
redemption,  retirement  or acquisition  of  any  shares  of  the
Capital  Stock (or warrants, options or rights therefor) of  such
Person.

      "Disbursement  Agreement" shall mean  that  certain  letter
agreement  of even date herewith by and among the Borrowers,  SK,
the  Agent,  and the Title Insurer, as the same may  be  amended,
modified, supplemented or restated from time to time.

      "Dollar,"  "Dollars" and the symbol "$" shall  mean  lawful
money of the United States of America.

     "Eligible Acquisition Costs of Approved Loft Projects" shall
mean  the  following  direct  costs  incurred  by  Borrowers   in
connection with the acquisition of an Approved Loft Project:  (i)
the  acquisition cost of the building subject to development less
the  amount  of  Non-Recourse Indebtedness secured thereby;  (ii)
fees  and expenses incurred in connection with the zoning of such
Approved  Loft  Project;  (iii)  expenses  for  engineering   and
surveying;   and  (iv)  all  on-site  and  off-site  hard   costs
associated with utilities, paving, exterior lighting and signage.
Notwithstanding  the  foregoing, Eligible Acquisitions  Costs  of
Approved  Loft Projects shall not include any costs  incurred  by
Borrowers to the extent that any such costs qualify for inclusion
in  another category used in calculating the Borrowers' borrowing
base.

      "Eligible Costs of Land Under Development" shall  mean  the
following  costs  incurred by Borrowers in connection  with  Land
Under  Development:  (i) the acquisition cost  of  the  Raw  Land
subject   to   development  less  the  amount   of   Non-Recourse
Indebtedness  secured thereby and less the amount of Indebtedness
owed to Kaco, Inc. secured by any of such real property owned  by
SK,  as  the  case  may  be; (ii) fees and expenses  incurred  in
connection with the annexation, zoning and/or plat recordation of
such  Raw  Land;  (iii) expenses for land planning,  engineering,
surveying  and soil tests; (iv) fees for connection  to  existing
utilities;  (v) expenses associated with cost sharing with  third
parties for providing utility service to such Raw Land; (vi)  all
on-site  and  off-site  hard  costs  associated  with  earthwork,
utilities,    paving,    exterior    lighting    and     signage.
Notwithstanding  the  foregoing, Eligible  Costs  of  Land  Under
Development shall not include any costs incurred by Borrowers  to
the  extent that any such costs qualify for inclusion in  another
category used in calculating the Borrowers' borrowing base.

      "Eligible  Costs of Models" shall mean the following  costs
incurred  by  Borrowers in connection with  the  construction  of
Models:   (i)  the  amount  equal  to  (a)  the  portion  of  the
acquisition cost of Raw Land for the Project in which such  Model
is  located equal to the total acquisition cost of such Raw  Land
divided  by the total number of homes planned to be developed  in
such  Project  minus (b) the amount of Non-Recourse  Indebtedness
secured  by such Raw Land and the amount of Indebtedness owed  to
Kaco, Inc. secured by any such Raw Land owned by SK, as the  case
may be, in each case divided by the total number of homes planned
to  be developed in such Project; (ii) the portion of the cost of
improvements to Raw Land for the Project in which such  Model  is
located (which costs are not specific to a particular Model, Spec
Home,  or  Sold Home) equal to the total cost of such improvement
divided  by the total number of homes planned to be developed  in
such   Project;   and  (iii)  the  following  direct   costs   of
constructing such Model:  the costs of wall and floor  coverings,
window   treatments,   furnishings  and   exterior   landscaping.
Notwithstanding the foregoing, Eligible Costs of Models shall not
include  any costs incurred by Borrowers to the extent  that  any
such costs qualify for inclusion in either the Eligible Costs  of
Spec Homes or the Eligible Costs of Sold Homes.

      "Eligible  Costs  of Spec Homes" shall mean  the  following
costs  incurred by Borrowers in connection with the  construction
of  a Spec Homes (including homes previously classified as a Sold
Home,  but for which the Purchaser has defaulted under the  terms
of  the purchase contract thereon):  (i) the amount equal to  (a)
the  portion  of  the acquisition cost of the Raw  Land  for  the
Project  in  which such Spec Home is located equal to  the  total
acquisition cost of such Raw Land divided by the total number  of
homes  planned  to  be developed in such Project  minus  (b)  the
amount of Non-Recourse Indebtedness secured by such Raw Land  and
the  amount of Indebtedness owed to Kaco, Inc. secured by any  of
such  Raw  Land  owned by SK, as the case may be,  in  each  case
divided  by the total number of homes planned to be developed  in
such Project; (ii) the portion of the cost of improvements to the
Raw  Land  for  the Project in which such Spec  Home  is  located
(which costs are not specific to a particular Model, Spec Home or
Sold  Home) equal to the total cost of such improvements  divided
by  the  total  number of homes planned to be developed  in  such
Project;  and  (iii) the direct costs of constructing  such  Spec
Home.   Notwithstanding  the foregoing, Eligible  Costs  of  Spec
Homes  shall not include any costs incurred by Borrowers  to  the
extent  that any such costs qualify for inclusion in the Eligible
Costs of Sold Homes.

      "Eligible  Costs  of Sold Homes" shall mean  the  following
costs  incurred by Borrowers in connection with the  construction
of  Sold Homes (other than Units) for which a building permit  to
commence  construction  thereof has been  issued  and  for  which
construction  has commenced or which Borrowers have certified  to
the  Agent  and each Lender that construction of such  Sold  Home
will commence within not more than thirty (30) days from the date
of  such  certification:  (i) the amount equal to (a) the portion
of  the acquisition cost of the Raw Land for the Project in which
such Sold Home is located equal to the total acquisition cost  of
such Raw Land divided by the total number of homes planned to  be
developed  in  such Project minus (b) the amount of  Non-Recourse
Indebtedness  secured  by  such  Raw  Land  and  the  amount   of
Indebtedness owed to Kaco, Inc. secured by any of such  Raw  Land
owned  by  SK,  as the case may be, in each case divided  by  the
total  number  of homes planned to be developed in such  Project;
(ii) the portion of the cost of improvements to Raw Land for  the
Project  in which such Sold Home is located (which costs are  not
specific to a particular Model, Spec Home, or Sold Home) equal to
the  total cost of such improvements divided by the total  number
of  homes planned to be developed in such Project; and (iii)  the
direct costs of constructing such Sold Home.

      "Eligible  Unit  and  Common Area Costs  of  Approved  Loft
Projects"  shall mean the direct costs incurred by  Borrowers  in
connection with the construction of Units and/or the common areas
of such Approved Loft Projects.

     "Environmental Laws" shall mean all federal, state and local
statutes, laws, rules, regulations, ordinances, requirements,  or
rules  of common law, including, but not limited to, those listed
or  referred to in the definition of "Hazardous Materials" below,
any  judicial or administrative interpretations thereof, and  any
judicial and administrative consent decrees, orders or judgments,
whether  now  existing  or hereinafter promulgated,  relating  to
public health and safety and protection of the environment.

      "Environmental  Report" shall mean a phase 1  environmental
report for a parcel of real property certified to Agent and  each
Lender,   prepared   by   an   environmental   engineering   firm
satisfactory  to  Lenders  pursuant  to  contract  specifications
satisfactory to Agent and each Lender and prepared in  conformity
with  then  current ASTM standards, or such higher  standards  as
Lenders  may  specify,  and containing  a  certification  by  the
engineering firm that the information therein contained  is  true
and correct.

     "ERISA" means the Employee Retirement Income Security Act of
1974,  as  amended, and any successor statute of similar  import,
together  with  the regulations thereunder, in each  case  as  in
effect from time to time.  References to sections of ERISA  shall
be construed to also refer to any successor sections.

      "ERISA  Affiliate"  means any corporation,  partnership  or
other  trade or business (whether or not incorporated)  that  is,
along  with  any  Borrower, a member of  a  controlled  group  of
corporations  or a controlled group of trades or  businesses,  as
described  in  Sections 414(b) and 414(c), respectively,  of  the
Code or Section 4001 of ERISA.

      "Estimated Value" shall mean with respect to any Sold Home,
Spec  Home, Model or Unit, as the case may be, the lower  of  (a)
the  Appraised  Value thereof or (b) the then current  base  list
price of such unit (without any options or upgrades) as evidenced
by  the Borrowers sales price schedules; provided, however,  that
the value of any options or upgrades actually made to a Model  or
Sold  Home shall be included in the calculation of its base  list
price for purposes of this clause (b).

      "Event  of Default" shall mean any of the Events of Default
described in Section 8.1 hereof.

      "Fiscal Year" shall mean the twelve-month period that  ends
on September 30th.

      "GAAP"  shall mean generally accepted accounting principles
in  the United States of America (as in effect from time to time)
applied on a consistent basis.

      "Guaranteed Indebtedness" shall mean, as to any Person, any
obligation  of such Person guaranteeing any indebtedness,  lease,
dividend,  or  other  obligation ("primary obligations")  of  any
other  Person  (the  "primary obligor") in any manner  including,
without limitation, any obligation or arrangement of such  Person
(a) to purchase or repurchase any such primary obligation, (b) to
advance  or supply funds (i) for the purchase or payment  of  any
such  primary obligation or (ii) to maintain working  capital  or
equity  capital of the primary obligor or otherwise  to  maintain
the  net worth or solvency or any balance sheet condition of  the
primary obligor, (c) to purchase property, securities or services
primarily  for  the  purpose of assuring the owner  of  any  such
primary obligation of the ability of the primary obligor to  make
payment of such primary obligation, or (d) to indemnify the owner
of such primary obligation against loss in respect thereof.

      "Hazardous  Materials" shall mean any above or  underground
storage  tanks,  flammables, explosives,  accelerants,  asbestos,
radioactive  materials, radon, urea formaldehyde foam insulation,
lead-based   paint,  polychlorinated  biphenyls,   petroleum   or
petroleum  based  or  related substances,  hydrocarbons  or  like
substances   and   their  additives  or  constituents,   methane,
hazardous  materials,  hazardous  wastes,  toxic  substances   or
related  materials, and including, without limitation, substances
now  or  hereafter defined as "hazardous substances",  "hazardous
materials",  "toxic  substances", "solid  waste",  or  "hazardous
wastes"  in,  or which are otherwise regulated pursuant  to,  The
Comprehensive Environmental Response, Compensation and  Liability
Act  of 1980, as amended (42 U.S.C.9601, et seq.), as amended  by
Superfund  Amendments and Reauthorization Act of 1986  (P.L.  99-
499,  42  U.S.C.), The Toxic Substance Control  Act  of  1976  as
amended, (15 U.S.C. 2601 et seq.), The Resource Conservation  and
Recovery  Act,  as  amended  (42  U.S.C.  6901,  et  seq.),   The
Hazardous  Materials Transportation Act, as  amended  (49  U.S.C.
1801,  et seq.), The Clean Water Act, as amended (42 U.S.C.  7401
et  seq.), The Illinois Environmental Protection Act, as  amended
(415  ILCS 5/1 et seq.), any so-called "Superfund" or "Superlien"
law or any other Environmental Law.

       "Heartland"   shall   mean  American  Heartland   Mortgage
Corporation,  an  Illinois corporation, and  its  successors  and
assigns.

      "Indebtedness" shall mean all liabilities, obligations  and
indebtedness of any and every kind and nature, including, without
limitation,  the  Obligations  and  all  obligations   to   trade
creditors,  whether heretofore, now or hereafter owing,  arising,
due,  or  payable  from  any Borrower or any  Subsidiary  of  any
Borrower   to  any  Person  and  howsoever  evidenced,   created,
incurred, acquired, or owing, whether primary, secondary, direct,
contingent, fixed, or otherwise.  Without in any way limiting the
generality  of the foregoing, Indebtedness specifically  includes
(i) all obligations or liabilities of any Person that are secured
by  any  lien,  claim,  encumbrance, or  security  interest  upon
property owned by any Borrower or any Subsidiary of any Borrower,
even  though  such Borrower or such Subsidiary of a Borrower  has
not  assumed or become liable for the payment thereof;  (ii)  all
obligations or liabilities created or arising under any lease  of
real  or  personal property or conditional sale  or  other  title
retention agreement with respect to property used or acquired  by
any  Borrower or any Subsidiary of any Borrower, even though  the
rights  and  remedies of the lessor, seller or lender  thereunder
are  limited to repossession of such property; (iii) all unfunded
pension  fund  obligations  and liabilities;  and  (iv)  deferred
taxes.

      "Interest Period" shall mean, with respect to (a) any LIBOR
Portion,  the  period  commencing on, as the  case  may  be,  the
creation,  continuation or conversion date with respect  to  such
LIBOR  Portion  and ending one (1), two (2) or three  (3)  months
thereafter  as  selected by Sundance in its  notice  as  provided
herein; provided that all of the foregoing provisions relating to
Interest Periods are subject to the following:

           (i)    if any Interest Period would otherwise end on a
     day  which is not a Business Day, that Interest Period shall
     be  extended to the next succeeding Business Day, unless  in
     the  case  of  an  Interest Period for a LIBOR  Portion  the
     result  of  such extension would be to carry  such  Interest
     Period  into  another  calendar month in  which  event  such
     Interest  Period  shall  end  on the  immediately  preceding
     Business Day;

           (ii)    no Interest Period for a LIBOR Portion of  any
     Note may extend beyond the Maturity Date;

           (iii)   the  interest rate to be  applicable  to  each
     Portion  for  each  Interest Period  shall  apply  from  and
     including  the  first  day of such Interest  Period  to  but
     excluding the last day thereof; and

           (iv)    no  Interest Period may be selected  if  after
     giving  effect thereto Borrowers will be unable  to  make  a
     principal payment scheduled to be made during such  Interest
     Period  without  paying part of a LIBOR Portion  on  a  date
     other  than  the last day of the Interest Period  applicable
     thereto.

      For  purposes  of determining an Interest Period,  a  month
means a period starting on one day in a calendar month and ending
on  a  numerically corresponding day in the next calendar  month,
provided, however, if an Interest Period begins on the  last  day
of a month or if there is no numerically corresponding day in the
month  in  which an Interest Period is to end, then such Interest
Period shall end on the last Business Day of such month.

      "Inventory" shall mean the total inventory of Sundance  and
its  Subsidiaries  (other than an entity which  is  a  Subsidiary
because  a  Borrower or a Subsidiary of a Borrower is  a  general
partner or a member thereof) computed on a consolidated basis and
determined in accordance with GAAP consistently applied, plus the
cost  of  all  real  estate assets and homes under  construction,
including, without limitation, Approved Loft Projects, Raw  Land,
Land Under Development, work-in-process and completed homes,  but
excluding  (i)  the value of any real property  and  improvements
thereon which secure Non-Recourse Indebtedness (ii) the value  of
any  real  property and improvements thereon owned  by  SK  which
secure Indebtedness owing to SK, and (iii) the value of any  Loft
Projects which do not constitute Approved Loft Projects, in  each
case  at  the cost reflected in the financial statements  of  the
Borrowers.

     "IRS" shall mean the United States Internal Revenue Service.

      "Land  Under  Development" shall  mean  any  and  all  real
property  owned by a Borrower forming a part of a Project  (other
than  a  Loft Project) which is then being developed or which  is
contemplated to be developed by Borrowers within the  immediately
succeeding twelve month period and which is then being engineered
for on-site and/or off-site public improvements.

       "Law"   shall   mean  any  law  (including  common   law),
constitution,  statute,  treaty,  regulation,  rule,   ordinance,
order, injunction, writ, decree or award of any Official Body.

      "Lender" or "Lenders" shall have the meanings set forth  in
the introduction to this Agreement.

      "Letter  of Credit" or "Letters of Credit" shall  have  the
meanings given such term in Section 2.5 herein.

     "Liabilities" shall mean the aggregate amount of liabilities
(excluding   contingent  liabilities)   of   Sundance   and   its
Subsidiaries (other than an entity which is a Subsidiary  because
a  Borrower or a Subsidiary of a Borrower is a general partner or
a member thereof) computed on a consolidated basis and determined
in accordance with GAAP.

      "LIBOR" shall mean for each Interest Period, (a) the  LIBOR
Index  Rate  for such Interest Period, if such rate is available,
and  (b)  if  the  LIBOR  Index Rate cannot  be  determined,  the
arithmetic  average  of the rate of interest per  annum  (rounded
upward,  if  necessary, to the nearest 1/100th of  1%)  at  which
deposits  in  U.S.  Dollars in immediately  available  funds  are
offered  to such Lender at 11:00 a.m. (London, England time)  two
Business  Days  before the beginning of such Interest  Period  by
major banks in the interbank eurodollar market for a period equal
to  such Interest Period and in an amount equal or comparable  to
the applicable LIBOR Portion scheduled to be outstanding from the
Lenders  during such Interest Period.  "LIBOR Index  Rate"  shall
mean  for  any  Interest  Period, the  rate  per  annum  (rounded
upwards,  if necessary, to the next higher one hundred-thousandth
of  a percentage point) for deposits in U.S. Dollars for a period
equal to such Interest Period which appears on the Telerate  Page
3750  as  of  11:00 a.m. (London, England time) on the  date  two
Business  Days  before the commencement of such Interest  Period.
"Telerate Page 3750" shall mean the display designated  as  "Page
3750"  on the Telerate Service (or such other page as may replace
Page  3750  on  that  service or such other  service  as  may  be
nominated by the British Bankers' Association Interest Settlement
Rates  for  U.S. Dollar deposits).  Each determination  of  LIBOR
made  by a Lender shall be conclusive and binding absent manifest
error.

      "LIBOR  Portion" shall have the meaning given such term  in
Section 2.7(a) herein.

      "Lien"  shall mean any mortgage or deed of trust (including
any   leasehold  mortgage),  pledge,  hypothecation,  assignment,
deposit   arrangement,  lien,  security  interest,  easement   or
encumbrance, or preference, priority or other security  agreement
or  preferential  arrangement of any kind  or  nature  whatsoever
(including, without limitation, any lease intended as security or
any  title  retention  agreement or any  financing  lease  having
substantially  the same economic effect as any of the  foregoing,
but  not  including operating leases of assets not owned  by  the
lessee),  and the filing of, or agreement to give, any  financing
statement  perfecting  a  security  interest  under  the  Uniform
Commercial Code of the State of Illinois or comparable law of any
jurisdiction.

     "Loan" or "Loans" shall mean any revolving credit loans made
by any Lender to any of the Borrowers under this Agreement.

      "Loan  Documents" shall mean this Agreement, the Note,  the
Security   Documents,   the   Applications,   the   Subordination
Agreements, and the Supplemental Documentation, as any and all of
the  foregoing may be amended, modified or supplemented from time
to time.

      "Loft Project" shall mean a Project of any Borrower or  any
Subsidiary of any Borrower for residential loft condominiums.

     "Material Adverse Effect" shall mean that any one or more of
the  following could occur (i) a material adverse effect  on  the
business  operations, properties, assets or condition  (financial
or  otherwise) of the Operating Subsidiaries taken as a whole  or
of  Sundance, (ii) any event or condition which could  materially
adversely  affect  any Borrower's ability to  perform  under  the
terms of any of the Loan Documents, or (iii) any material adverse
effect  on  the ability of a Lender or the Agent to  enforce  the
terms of any of the Loan Documents.

      "Maturity Date" shall mean February 1, 1997 or such earlier
date  on  which  the  Aggregate Revolving  Credit  Commitment  is
terminated in whole pursuant to the terms of this Agreement.

      "Maximum  Borrowing Base" shall mean, with respect  to  all
Borrowers  at any time, the amount calculated as the sum  of  the
following:

                     (i)        the  lesser of  (a)  90%  of  the
          Eligible  Costs  of  Sold  Homes  or  (b)  85%  of  the
          Estimated  Value of such Sold Homes (other than  Units)
          (or  such other percentages thereof as the Agent,  upon
          the  joint  direction of the Lenders  upon  a  material
          adverse  change  in the value of the Collateral,  shall
          from time to time consider appropriate);

                     (ii)       the  lesser of  (a)  80%  of  the
          Eligible  Costs  of  Spec  Units  or  (b)  80%  of  the
          Estimated  Value  of  such Spec Units  (or  such  other
          percentages  thereof  as  the  Agent,  upon  the  joint
          direction of the Lenders upon a material adverse change
          in the value of the Collateral, shall from time to time
          consider appropriate) or (c) $750,000.00;

                     (iii)      the  lesser of  (a)  75%  of  the
          Eligible  Costs of Models or (b) 75% of  the  Estimated
          Value  of such Models (or such other percentage thereof
          as  the  Agent, upon the joint direction of the Lenders
          upon  a  material adverse change in the  value  of  the
          Collateral,    shall  from  time   to   time   consider
          appropriate);

                     (iv)       the  lesser of  (a)  50%  of  the
          Eligible Costs of Land Under Development, or (b) 75% of
          the  estimated retail value of fully-improved  lots  on
          such  Land  Under  Development  as  determined  by  the
          Lenders  in a commercially reasonable manner  (or  such
          other  percentage thereof as the Agent, upon the  joint
          direction of the Lenders upon a material adverse change
          in the value of the Collateral, shall from time to time
          consider  appropriate) or (c) 35% of Inventory  or  (d)
          $30,000,000; and

                     (v)        the sum of (A) the lesser of  (a)
          50%  of the Eligible Acquisition Costs of Approved Loft
          Projects; provided, however, that with respect  to  any
          such  Approved Loft Project in which 50% of  the  Units
          constitute  Sold  Homes,  the applicable  advance  rate
          shall be 90% or (b) 80% of the Estimated Value of  such
          Approved  Loft Project and, provided that  25%  of  the
          Units  in  an  Approved  Loft Project  constitute  Sold
          Homes,  (B) the lesser of (a) 90% of the Eligible  Unit
          and Common Area Costs of Approved Loft Projects of such
          Project  or  (b)  80% of the Estimated  Value  of  such
          Approved   Loft  Project  (or  such  other  percentages
          thereof as the Agent, upon the joint direction  of  the
          Lenders  in  their  sole  discretion  exercised  in   a
          commercially reasonable manner, shall from time to time
          consider   appropriate);   provided,   however,    that
          notwithstanding  the foregoing, the  aggregate  Maximum
          Borrowing  Base for all Eligible Acquisition  Costs  of
          Approved  Loft  Projects,  together  with  the  Maximum
          Borrowing Base for all Eligible Unit and Common Element
          Costs  of  Approved Loft Projects shall  not  exceed  a
          total, aggregate amount of $15,000,000.00.

      Notwithstanding  the  foregoing, in  making  the  foregoing
calculation,  the  Agent may, upon the joint  discretion  of  the
Lenders  in  their  sole discretion exercised in  a  commercially
reasonable manner, establish sub-limits against any of the  above
described categories.  The Agent shall give the Borrowers  thirty
(30)  days  prior  written notice of any change to  such  advance
rates or the establishment of any sub-limits.

      "Model"  shall mean a single-family home which  is  located
within an area of a Project (other than a Loft Project) which has
been  designated by a Borrower as a model area, and which is open
for viewing by prospective purchasers.

     "Multiemployer Plan" means a "multiemployer plan" as defined
in  Section 4001(a)(3) of ERISA which is maintained for employees
of any Borrower or its Subsidiaries or any ERISA Affiliate.

      "Net Proceeds" shall mean the amount calculated as follows:
the  gross  sales price of a Sold Home minus (a) the sum  of  (i)
title  and  recording  charges  relating  thereto  payable  by  a
Borrower,  (ii) sales commissions relating thereto payable  by  a
Borrower,  and  (iii)  customary  prorations  in  favor  of   the
purchaser thereof; provided, however, that in no event shall  the
sum  of  the  amounts described in clauses (i),  (ii)  and  (iii)
exceed seven percent of the gross sales price of such Sold  Home,
except  that  with respect to the sale of a Sold Home  which  had
previously qualified as either a Model or a Spec Home  and  which
sale  involved  an outside real estate broker,  the  sum  of  the
amounts described in clauses (i), (ii) and (iii) shall not exceed
ten  percent of the gross sales price of such Sold Home, and  (b)
with respect to the sale of a Sold Home located on either (x) the
Kaco  Real  Property, the amount, if any, due to Kaco,  Inc.,  an
Illinois  corporation  ("Kaco") under that certain  Purchase  and
Sale Agreement dated as of September 21, 1992 between SK and Kaco
as  amended by that certain First Amendment to Purchase Agreement
dated as of September 21, 1992, that certain Second Amendment  to
Purchase Agreement dated as of January 22, 1993, and that certain
Third  Amendment  to Purchase Agreement dated as  of  July,  1994
(collectively, "Kaco Purchase Agreement") and (y) the  Bellechase
subdivision, the amount, if any, owing to Kaco under that certain
Purchase and Sale Agreement dated as of July 28, 1994 between SAR
and Kaco.

      "Non-Recourse Indebtedness" shall mean the Indebtedness  of
any  Borrower, any Subsidiary and/or Trust incurred in connection
with the acquisition of real property; provided that in each case
no Borrower, Subsidiary and/or Trust shall have any liability for
such  Indebtedness other than such creditor's recourse solely  to
the   assets   encumbered   by  a  mortgage   relating   thereto.
Notwithstanding anything contained herein to the contrary, in  no
event  shall any Non-Recourse Indebtedness or the assets  secured
thereby  be  taken into consideration as either  an  asset  or  a
liability, as the case may be, in the calculation of any  of  the
financial covenants set forth in Article VII herein

     "Note" shall mean the Revolving Promissory Note.

       "Obligations"  shall  mean  all  Loans,  advances,  debts,
Reimbursement  Obligations,  liabilities,  and  obligations,  for
monetary  amounts (whether or not such amounts are liquidated  or
determinable)  owing  at any time by one  or  more  Borrowers  to
either  Lender  and/or  the Agent, and all covenants  and  duties
regarding such amounts, of any kind or nature, present or future,
whether  or  not  evidenced  by  any  note,  agreement  or  other
instrument, arising under any of the Loan Documents.   This  term
includes,  without  limitation, all  interest,  prepayment  fees,
charges,  expenses, attorneys' fees and any other sum  chargeable
to one or more Borrowers under any of the Loan Documents.

      "ODC"  shall mean Olympia Development Company, an  Illinois
corporation, and its successors and assigns.

      "Office" when used in connection with the Agent shall  mean
its office located at 135 South LaSalle Street, Chicago, Illinois
60603,  or  such other office or offices of the Agent or  branch,
subsidiary  or affiliate thereof as may be designated in  writing
from time to time by the Agent to the Borrowers and the Lenders.

      "Official  Body"  shall  mean any government  or  political
subdivision  or  any  agency, authority,  bureau,  central  bank,
commission,  department  or instrumentality  of  either,  or  any
court,  tribunal, grand jury or arbitrator, in each case  whether
foreign or domestic.

      "Operating  Subsidiary" shall mean each of Holdings,  SLIH,
SRLB,  SAR,  CUP,  and  RH  each  a  wholly-owned  Subsidiary  of
Sundance,  together  with  any other wholly-owned  Subsidiary  of
Sundance designated at any time by the Agent, by an amendment  to
this  Agreement,  to be immediately entitled to the  benefits  of
(and  immediately  subject to the provisions  of)  the  revolving
credit facility created pursuant to this Agreement.

     "Original Credit Facility" shall have the meaning given such
term in the Recitals.

      "PBGC"  means the Pension Benefit Guaranty Corporation  and
any entity succeeding to any or all of its functions under ERISA.

      "Pension  Plan"  means a "pension plan," as  such  term  is
defined  in  Section  3(2)  of ERISA, which  is  subject  to  the
provisions of Title IV of ERISA (other than a Multiemployer Plan)
and to which any Borrower or any of its Subsidiaries or any ERISA
Affiliate  might have any liability, including any  liability  by
reason of being deemed to be a contributing sponsor under Section
4069 of ERISA.

      "Permit"  shall  mean any and all permits,  authorizations,
approvals,   registrations,  rights  of  way,  orders,   waivers,
variances  or  other licenses issued or granted by  any  Official
Body.

      "Permitted Encumbrances" shall mean:  (i) Liens in favor of
Agent  or  any Lender to secure the Obligations; (ii)  Liens  for
taxes  or  assessments or other governmental charges  or  levies,
either  not  yet due and payable or to the extent that nonpayment
thereof  is permitted by Section 6.3(b) hereof; (iii) pledges  or
deposits   securing  obligations  under  workmen's  compensation,
unemployment insurance, social security or public liability  laws
or  similar legislation (other than in respect of a benefit  plan
subject  to  ERISA);  (iv)  pledges or  deposits  securing  bids,
tenders,  contracts  (other than contracts  for  the  payment  of
money)  or  leases to which any Borrower or a Subsidiary  of  any
Borrower  is  a  party as lessee made in the ordinary  course  of
business;   (v)  workers',  mechanics',  suppliers',   carriers',
warehousemen's, landlords' or other similar liens arising in  the
ordinary course of business for sums not yet delinquent or  being
contested in good faith in accordance with Section 6.3(b) herein,
if  such reserve or other appropriate provision, if any, as shall
be  required by GAAP shall have been made therefor; (vi) deposits
securing (in lieu of surety, appeal or customs bonds) proceedings
to  which  any  Borrower or any Subsidiary of any Borrower  is  a
party; (vii) any attachment or judgment Lien, unless the judgment
it secures shall not, within 30 days after the entry thereof have
been  discharged or execution thereof stayed pending  appeal,  or
shall not have been discharged within 5 days after the expiration
of  any such stay or is fully and adequately covered by insurance
and  with  respect to which the insurer has acknowledged coverage
in  writing  and any lis pendens provided the litigation  related
thereto  is  being  contested in accordance with  Section  6.3(b)
hereof; (viii) zoning restrictions, easements, licenses, or other
restrictions  on  the  use  of  real  property  or  other   minor
irregularities in title (including leasehold title)  thereto,  so
long  as the same do not materially impair the present use, value
or  marketability  of  such real property,  leases  or  leasehold
estates  or otherwise have a Material Adverse Effect; (ix)  Liens
on  fixtures granted to lessors pursuant to leases; (x) contracts
for  Sold  Homes;  (xi) the Liens arising from  the  Non-Recourse
Indebtedness; (xii) those Liens set forth on Schedule 1  attached
hereto  and made a part hereof subject to the Lenders'  approval;
and  (xiii)  extensions,  renewals or replacements  of  any  Lien
referred to in clauses (i) through (xi) above provided that  such
extension,  renewal  or replacement is granted  in  the  ordinary
course   of   business  and  limited  to  the  assets  originally
encumbered  thereby  and the amount of the  Indebtedness  secured
thereby  has  been  reduced  from time  to  time  by  payment  or
performance in accordance with the terms of such Indebtedness and
has  not  been  increased  in violation  of  the  terms  of  this
Agreement.
      "Permitted  Investments" means any or all of the  types  of
investments  provided  by  either  Lender,  provided  that   such
investment is made with a Lender.

     "Person" and "person" shall mean an individual, corporation,
partnership,  trust, unincorporated association,  joint  venture,
joint-stock    company,    government    (including     political
subdivisions),  governmental authority or agency,  or  any  other
entity.

     "Plan" shall mean the one year operating plan summary of the
Borrowers  prepared  on  a consolidated  basis,  which  shall  be
delivered  to the Agent and each Lender, as adopted by the  Board
of  Directors of Sundance, by no later than September 30th of the
Fiscal  Year  preceding the Fiscal Year for which  such  Plan  is
applicable   and  which  Plan  shall  be  in  scope  and   detail
satisfactory to the Lenders.

      "Pledge  Agreement" shall mean (i) the Amended and Restated
Pledge  Agreement  of  even date herewith by  and  among  Maurice
Sanderman,  the  Lenders  and the Agent and  (ii)  the  Sanderman
Descendants Trust Amended and Restated Pledge Agreement  of  even
date  herewith  by  and among Sanderman Descendants  Trust  U/A/D
12/29/92  ("Descendants Trust"), the Lenders and Agent,  as  such
Agreements  may  be amended, modified, supplemented  or  restated
from time to time, respectively.

      "Policy" or "Policies" shall mean title insurance  policies
issued  by  the  Title Insurer, containing the  respective  legal
descriptions of the applicable parcels of real property,  in  the
form  of  a  1970  B-Form  if available  (or  1992  Form  if  not
available) ALTA Lender's Title Insurance Policy for such  parcels
in the aggregate amount of $50,000,000.00 in form satisfactory to
Agent  and  the  Lenders, insuring that title to such  parcel  is
vested in a Borrower, a Subsidiary of a Borrower, or a Trust  and
the  Mortgage  on such parcel to be a valid first  lien  on  such
parcel free and clear of all liens, encumbrances, and exceptions,
excepting  Permitted  Encumbrances.  Each  Policy  shall  further
contain  (i)  a  3.1  Zoning Endorsement, with  parking  coverage
(except as to Raw Land or Land Under Development, in which case a
3.0  Zoning  Endorsement shall be acceptable), (ii)  a  Revolving
Credit Endorsement, (iii) a Comprehensive Endorsement No. 1, (iv)
a  Variable  Rate  Endorsement, (v)  a  Real  Estate  Tax  Parcel
Endorsement, (vi) a tie-in endorsement satisfactory  to  Lenders,
and  (vii)  such  other endorsements as Agent or any  Lender  may
require.   The Policies shall be reinsured by one or  more  other
Title  Insurers acceptable to Agent as to the amount of the  Loan
in  excess  of $15,000,000.00 pursuant to reinsurance  agreements
with  direct  access endorsements satisfactory to Agent  and  the
Lenders.   The  form  of all endorsements to the  Title  Policies
shall be subject to Agent's and each Lender's approval.

      "Preferred  Stock" shall mean, with respect to any  Person,
any share of Capital Stock of such Person or its Subsidiaries  in
respect of which a holder is entitled to receive payment (whether
in connection with dividends, liquidation or otherwise) before
any  similar or other payment may be made with respect  to  other
Capital Stock of such Person or its Subsidiaries.

      "Prime Rate Portion" shall have the meaning given such term
in Section 2.7(a) hereof.

      "Project"  shall  mean the real property  and  improvements
constituting  a  residential  real  estate  development   to   be
developed or being developed by a Borrower or any Subsidiary of a
Borrower; provided, that any such Project may include real estate
subject to commercial development so long as such commercial real
estate is (i) de minimis relative to such residential real estate
development,  (ii)  incidental to such  residential  real  estate
development,  and  (iii)  not  developed  by  any  Borrower,  any
Subsidiary of any Borrower or any Trust.

     "Pro Rata" shall mean as among the Lenders, in proportion to
each  Lender's  percentage  of  the  Aggregate  Revolving  Credit
Commitment,  or  if the Revolving Credit Commitments  shall  have
been  terminated,  each  Lender's percentage  of  the  Loans  and
Reimbursement Obligations then outstanding.

      "Prime Rate" shall mean the rate publicly announced by  the
Agent,  or  its successor, from time to time as its "prime  rate"
(or  such  rate that is used by the Agent in replacement  of  the
prime rate).

      "Raw  Land" shall mean any and all unimproved real property
which  is  purchased  by a Borrower for speculative  purposes  or
which   relates  to  development  of  a  Project  which  is   not
contemplated  to  be developed within the immediately  succeeding
twelve month period.

      "Reimbursement  Obligation" shall mean  the  obligation  of
Borrowers  pursuant to an Application to reimburse the Agent  for
the amount of any draft drawn under a Letter of Credit.

      "Reportable  Event"  means any of the events  described  in
Section  4043 of ERISA, other than any such event for  which  the
thirty (30) day notice requirement has been waived.

       "Reserve  Percentage"  shall  mean,  for  the  purpose  of
computing  Adjusted  LIBOR,  the  maximum  rate  of  all  reserve
requirements   (including,  without  limitation,  any   marginal,
emergency, supplemental or other special reserves) imposed by the
Board  of  Governors  of  the  Federal  Reserve  System  (or  any
successor)   under   Regulation  D  on  either   Lender   against
Eurocurrency  liabilities (as such term is defined in  Regulation
D) for the applicable Interest Period as of the first day of such
Interest  Period, but subject to any amendments to  such  reserve
requirement  by  such  Board or its successor,  and  taking  into
account  any transitional adjustments thereto becoming  effective
during  such  Interest Period.  For purposes of this  definition,
LIBOR Portions shall be deemed to be Eurocurrency liabilities  as
defined  in  Regulation  D  without  benefit  of  or  credit  for
prorations, exemptions or offsets under Regulation D,  except  as
premitted by lenders in their sole and absolute discretion.

      "Revolving Credit Commitment" shall have the meaning  given
such term in Section 2.1(a) herein.

      "Revolving  Promissory Note" shall  mean  the  Amended  and
Restated Revolving Promissory Note of even date herewith  in  the
stated  principal amount of $50,000,000 executed by the Borrowers
and  delivered  to the Agent under this Agreement, together  with
all  extensions, renewals, refinancings or refundings thereof  in
whole or part.

      "Security  Agreement" shall mean the Amended  and  Restated
Security  Agreement  of  even date  herewith  by  and  among  the
Borrowers, Heartland, SK, ODC and the Agent, as the same  may  be
amended, modified, supplemented or restated from time to time.

      "Security Documents" shall mean the Mortgages, Assignments,
ABIs,   Environmental  Indemnity  Agreement,  Pledge   Agreement,
Security  Agreement,  Stock  Pledge  Agreement  and  such   other
documents  and  agreements which a Borrower or  its  Subsidiaries
executes  in  favor  of  the  Agent  granting  a  Lien  upon  its
respective assets.

       "Shareholder   Notes"   means  those   certain   unsecured
subordinated promissory notes of certain of the Borrowers in  the
aggregate  stated principal amount of $4,193,000.00 in  favor  of
Maurice  Sanderman and Sanderman Descendants Trust U/A/D December
29,  1992, as the case may be, a copy of each of which notes  and
any assignment relating thereto is attached hereto as Exhibit R.

      "SK"  shall  mean  Sundance-Kaco  Limited  Partnership,  an
Illinois limited partnership.

      "Sold Homes" shall mean a home or Unit that is subject to a
written  contract  for the sale of such home or  Unit,  made  and
entered  into  by and between a Borrower, or its duly  authorized
agent,  and a bona fide third party purchaser, on a form approved
by  the Lenders, or their counsel, and (1) the consideration  for
such  sale  consists  solely  of  cash,  (2)  the  purchaser  has
deposited earnest money thereunder in an amount not less than (a)
five   percent   (5%)  of  such  sale  price  with   respect   to
conventionally  financed  homes  or  Units  or  (b)  the  minimum
required  percentage of the sale price under applicable  programs
of  the  Federal Housing Administration and/or the Department  of
Veterans  Affairs,  (3) the purchaser thereunder  has  been  pre-
qualified by such Borrower, or its duly authorized agent,  for  a
mortgage loan on the basis of generally accepted ratios of income
to  anticipated  debt service on the proposed mortgage  loan  for
such   home   or  Unit,  and  (4)  such  contract   contains   no
contingencies  other than those pertaining to  the  condition  of
title  and similar conditions to closing customarily included  in
contracts   for  new  construction  home  sales  or   condominium
conversion sales, as the case may be.

      "Solvent"  means,  with respect  to  a  Person  on  a  non-
consolidated  basis  and  a particular  transaction,  that,  upon
consummation of the transaction and after giving effect  thereto,
(a)  the  Person's  financial condition shall be  such  that  the
Person's property at a fair valuation will exceed its debts,  (b)
the  present fair saleable value of the Person's assets  will  be
greater than the amount that will be required to pay its probable
liability on its debts as such debts become absolute and matured,
(c)  the  Person  is  paying its debts as they  become  due,  and
intends  and  believes that it will be able to pay its  debts  as
they  mature, and (d) the property remaining in the  Person  will
not  be  an unreasonably small capital for the business in  which
the  Person  is engaged or is about to engage.  As  used  herein,
"debts"   includes  any  legal  liability,  whether  matured   or
unmatured,  liquidated  or  unliquidated,  absolute,   fixed   or
contingent.

      "Spec  Homes"  shall  mean single-family  homes  (excluding
Units,  Models  and foundations), whether attached  or  detached,
which do not constitute Sold Homes.

      "Standard Notice" shall mean an irrevocable notice provided
to  the  Agent  by  no later than 11:00 a.m. Chicago  time  on  a
Business  Day which is (i) not less than two Business Days  prior
to  the date specified therein for the making of a requested Loan
or  the  prepayment of any Loan which constitutes a part  of  the
Prime  Rate  Portion, (ii) not less than three (3) Business  Days
prior  to  the date specified therein for the making  of  a  Loan
which  constitutes a LIBOR Portion or the prepayment of any  Loan
which  constitutes a LIBOR Portion, or (iii) not less  than  five
Business  Days  prior  to  the date  specified  therein  for  the
issuance of a requested Letter of Credit.

     "Stock Pledge Agreement" shall mean the Amended and Restated
Stock  Pledge  Agreement  of even date herewith  by  and  between
Sundance, the Lenders and the Agent, as the same may be  amended,
modified, supplemented or restated from time to time.

      "Subordinated Debt" shall mean Indebtedness of any Borrower
or  any  Subsidiary  of  any  Borrower  or  any  Trust  which  is
Subordinated  to the Obligations on such terms and conditions  as
the Lenders shall determine.

       "Subordination  Agreements"  shall  mean   those   certain
subordination  agreements of even date herewith relating  to  the
Shareholder  Notes and the Kaco Real Property and  Kaco  Purchase
Agreement,  in  the forms of Exhibits A-1 and A-2 and  Exhibit  B
hereof  respectively,  as  the same  may  be  amended,  modified,
supplemented or restated from time to time.

      "Subsidiary"  of  any Person at any  time  shall  mean  any
corporation of which a majority (by number of shares or number of
votes)  of  any  class  of  outstanding  Capital  Stock  normally
entitled  to  vote for the election of one or more  directors  or
managers, as the case may be (regardless of any contingency which
does  or  may suspend or dilute the voting rights of such class),
is at such time beneficially owned directly or indirectly by such
Person  or  one  or  more  of its Subsidiaries.   Notwithstanding
anything  contained herein to the contrary, with respect  to  any
Borrower  and/or Subsidiary thereof, the term "Subsidiary"  shall
include any partnership of which such Borrower or Subsidiary is a
general  partner or any limited liability company of  which  such
Borrower or Subsidiary is a member.

      "Survey"  shall mean a plat of survey of a parcel  of  real
property acceptable to the Title Insurer, Agent and each  Lender,
made  by a surveyor licensed in the state in which the particular
parcel is located showing the legal description and area of  such
parcel,  access  to and from such parcel to a dedicated  roadway,
all encroachments, improvements, overlapping of improvements, set-
back  lines, roadways, easements, fences, water courses that  are
either  of  record,  apparent or may  be  discovered  by  visible
inspection.  Each such Plat of Survey shall be certified  to  the
Borrower,  Subsidiary  of Borrower or  Trust  in  title  to  such
parcel,  the  Title  Insurer, Agent and Lenders  as  having  been
prepared   in   accordance  with  the  Minimum  Standard   Detail
Requirements  for  Land  Title Surveys  jointly  established  and
adopted  by the American Land Title Association and the  American
Congress  on  Surveying  and Mapping in 1992  and  shall  further
certify  that  no  portion of such parcel lies  within  any  area
having  special flood hazards as designated by Federal  Emergency
Management  Agency (unless Borrowers shall have provided  Lenders
with  evidence  of  Flood Insurance meeting the  requirements  of
Section 6.8 hereof).

       "Supplemental   Documentation"  shall   mean   agreements,
instruments, documents, and other written matter relating  to  or
necessary or reasonably desirable and requested by the  Agent  or
any  Lender  to  effect  the transactions  contemplated  by  this
Agreement or any other Loan Document.

      "Title Insurer" shall mean Ticor Title Insurance Company, a
California corporation.

     "Trust" shall mean a land trust in which any Borrower or any
Subsidiary of any Borrower owns a beneficial interest.

      "Unit" shall mean a residential apartment in a Loft Project
that  will be converted to a condominium unit upon the occurrence
of a Conversion.

     The words "herein," "hereof" and "hereunder" and other words
of  similar import refer to this Agreement as a whole,  including
the  Exhibits and Schedules hereto, as the same from time to time
be  amended, modified, restated or supplemented and  not  to  any
particular  section,  subsection  or  clause  contained  in  this
Agreement.   The  term "including" shall mean  including  without
limitation.  References to beneficial ownership or similar  terms
shall  have the meaning set forth in the definition of Change  of
Control herein.

     I.2  Accounting Principles.  Except as otherwise provided in
this  Agreement,  all  computations  and  determinations  as   to
accounting  or financial matters and all financial statements  to
be  delivered  pursuant  to  this Agreement  shall  be  made  and
prepared  in  accordance  with  GAAP  (including  principles   of
consolidation where appropriate), and all accounting or financial
terms shall have the meanings ascribed to such terms by GAAP.


                           ARTICLE II
                           THE CREDIT

     II.1  Revolving Credit Loans.

      (a)  The Revolving Credit Commitment.  Subject to the terms
and   conditions   and  relying  upon  the  representations   and
warranties  herein set forth, and provided that  there  does  not
then exist any Default or Event of Default, each Lender severally
agrees   (such  agreement  being  herein  called  such   Lender's
"Revolving Credit Commitment") to make Loans under the  Revolving
Promissory  Note to the Borrowers or any of them at any  time  or
from  time  to  time  on or after the date  hereof  to,  but  not
including,  the Maturity Date in an amount or amounts  such  that
the  aggregate outstanding principal amount of all Loans by  such
Lender  and  its  Pro  Rata share of all Letters  of  Credit  and
Reimbursement  Obligations  shall not  exceed  at  any  time  the
Revolving Credit Commitment of such Lender at such time.  Subject
to Section 2.18 hereof, each Lender's Revolving Credit Commitment
at   any   time   shall   equal   Twenty-Five   Million   Dollars
($25,000,000.00).  The Lenders shall have no obligation  to  make
Loans and the Agent shall have no obligation to issue Letters  of
Credit  hereunder on or after the Maturity Date (or such  earlier
date  as  may  be applicable herewith).  The aggregate  principal
amount  of  the  Aggregate Revolving Credit Commitment  is  Fifty
Million Dollars ($50,000,000.00).  The obligations of the Lenders
hereunder are several and not joint and no Lender shall under any
circumstances be obligated to extend credit hereunder  in  excess
of  its Revolving Credit Commitment or its Pro Rata share of  the
credit outstanding hereunder.

      (b)  Maximum Borrowing Base.  Borrowers shall set forth  on
each  Borrowing  Base Certificate delivered under Section  6.1(c)
hereof  their  collective Maximum Borrowing Base  (including  all
such  detail,  computations and information as the Agent  or  any
Lender may reasonably deem appropriate).  Subject to Section 2.19
hereof,  as to all Borrowers collectively, at all times, the  sum
of  the unpaid principal amount of all Loans then outstanding  to
the  Borrowers plus the undrawn amount of all Letters  of  Credit
then  outstanding plus the principal amount of all Loans and  the
face  amount of all Letters of Credit not yet made or issued,  as
the case may be, as to which a Standard Notice has been given  or
is  concurrently  being given by any Borrower under  Section  2.4
hereof  shall  not  be greater than the Maximum  Borrowing  Base.
Notwithstanding  the  foregoing, but  subject  to  the  Aggregate
Revolving  Credit Commitment, the Agent, upon the joint direction
of  the  Lenders, may elect at any time to make  Loans  or  issue
Letters  of  Credit, including, without limitation,  pursuant  to
Section 2.20 herein, the effect of which is to exceed the Maximum
Borrowing  Base,  and in such event neither  the  Agent  nor  the
Lenders  shall  be  deemed to have changed the Maximum  Borrowing
Base or be obligated to make Loans or issue Letters of Credit  in
excess  of  the  Maximum  Borrowing  Base,  except  as  expressly
provided for in the immediately preceding sentence.

      (c)   Disbursements.  Borrowers hereby authorize and direct
the  Agent  to  disburse for and on the behalf of  Borrowers  and
Borrowers' account, the proceeds of Loans made by the Lenders  to
any  Borrower,  pursuant to this Agreement,  as  any  officer  or
director  of  any Borrower shall direct, whether  in  writing  or
orally.   Disbursements of the proceeds of Loans  made  hereunder
shall  be made by Agent to Sundance's operating account,  account
number    2088490,   which   Sundance   maintains   at    LaSalle
("Disbursement Account") for the benefit of Borrowers;  provided,
however,  that the proceeds of any Loans made to pay a Lender  or
the  Agent any fees or expenses owed to it by any Borrower  shall
be  disbursed directly to such Lender or the Agent, as  the  case
may be.

     (d)  Revolving Credit.  Within the limits of time and amount
set  forth in this Section 2.1, and subject to the provisions  of
this  Agreement,  each Borrower may borrow,  repay  and  reborrow
hereunder,  it being agreed that each Borrower shall  be  liable,
jointly  and  severally,  for the Obligations  of  any  Borrower.
Loans  made under the Revolving Promissory Note shall be due  and
payable  on the Maturity Date, or such earlier date in accordance
with the terms of this Agreement.

      II.2  All Loans, Advances and Reimbursement Obligations  to
Constitute One Loan.  Notwithstanding the limitations on the line
of  credit  set forth in Section 2.1, all loans and  advances  by
Lenders  to  Borrowers  and  Reimbursement  Obligations  owed  by
Borrowers  to the Agent under this Agreement and the  other  Loan
Documents  shall  constitute one loan and  all  indebtedness  and
obligations of Borrowers to Lenders and/or the Agent  under  this
Agreement  and all the other Loan Documents shall constitute  one
general  obligation.  Borrowers agree that all of the  rights  of
Lenders and/or the Agent set forth in this Agreement shall  apply
to  any restatement, amendment, modification of, or supplement to
this Agreement and the other Loan Documents.

       II.3   Revolving  Promissory  Note.   The  obligations  of
Borrowers to repay the unpaid principal amount of the Loans  made
by   each  Lender  and  to  pay  interest  thereon  and  to   pay
Reimbursement  Obligations shall be  evidenced  in  part  by  the
Revolving  Promissory Note of Borrowers payable to the  order  of
the  Agent  dated  of even date herewith in the stated  principal
amount  of $50,000,000 in the form attached hereto as Exhibit  C.
The  executed Revolving Promissory Note shall be delivered by the
Borrowers to the Agent on or before the Closing Date.   The  date
and  amount  of  the Loans made and Letters of Credit  issued  on
behalf   of   each   Borrower  and  payment  of   principal   and
Reimbursement  Obligations, as applicable, with  respect  thereto
shall  be  recorded on the books and records of the Agent,  which
books  and records shall constitute prima facie evidence  of  the
accuracy of the information therein recorded.

     II.4  Making of Revolving Credit Loans.  Whenever a Borrower
desires  that  the Lenders make Loans to it, such Borrower  shall
provide  Standard Notice to the Agent setting forth the following
information:

      (a)  the date, which shall be a Business Day, on which such
Loan is to be made; and

     (b)  the total principal amount of such Loan.

      The Agent shall promptly give notice to each Lender of  the
information contained in such Standard Notice and of  the  amount
of  such  Lender's Loan.  On the date specified in such  Standard
Notice each Lender shall wire immediately available funds  in  an
amount  equal to the proceeds of its Pro Rata share of such  Loan
to  the Agent by no later than 12:00 o'clock noon, Chicago  time.
Subject  to  the  terms and provisions hereof,  the  Agent  shall
before  2:00  P.M.  Chicago time on the date  specified  in  such
Standard  Notice,  make  the amount of  such  Loan  available  to
Borrowers  in  the Disbursement Account, but only to  the  extent
received from the Lenders.

     II.5 Letters of Credit.

      (a)   General  Terms.   Subject to all  of  the  terms  and
conditions hereof, the Aggregate Revolving Credit Commitment  may
be availed of in the form of standby letters of credit issued for
the  account of any Borrower (such letters of credit,  including,
without limitation, the letters of credit described on Exhibit  D
hereto,  as  they  may  be  amended,  modified,  supplemented  or
replaced from time to time in accordance with the terms  of  this
Agreement,  being  hereinafter  referred  to  individually  as  a
"Letter  of Credit" and collectively as the "Letters of Credit"),
provided,  that the aggregate outstanding amount  of  Letters  of
Credit issued at the request of any Borrower hereunder when taken
together with all outstanding Reimbursement Obligations shall  in
no  event  exceed $20,000,000.00.  The amount of  any  Letter  of
Credit  for  all  purposes of this Agreement, regardless  of  the
original  issuance  amount thereof, shall be the  maximum  amount
which  is then available to be drawn thereunder.  The Letters  of
Credit  shall  be issued by the Agent, but each Lender  shall  be
obligated  to reimburse the Agent for its Pro Rata share  of  the
amount  of  each  draft drawn thereunder and,  accordingly,  each
Letter  of  Credit  shall  be deemed  to  utilize  each  Lender's
Revolving Credit Commitment Pro Rata with the respective  amounts
thereof.

      (b)  General Characteristics.  Each Letter of Credit issued
hereunder  shall be irrevocable, shall have a date of  expiry  no
later than twenty-four (24) months from its date of issuance and,
subject to Section 7.3 hereof, shall expire no later than  twelve
(12)  months  after the Maturity Date, shall be  payable  against
sight   drafts   in  Dollars,  shall  conform  to   the   general
requirements of the Agent for the issuance of letters  of  credit
as  to  form and substance and shall be a letter of credit  which
the Agent may lawfully issue.

      (c)   Applications.   At the time any Borrower  requests  a
Letter of Credit to be issued (or prior to the first issuance  of
a  Letter  of  Credit,  in the case of a continuing  application)
pursuant  to a Standard Notice, it shall execute and  deliver  to
the  Agent  Agent's  then current standard application  for  such
Letter of Credit (individually, an "Application" and collectively
"Applications").   In the event the Agent is not  reimbursed  for
the  amount  of  any draft drawn under a Letter of Credit  issued
hereunder on the date such draft is paid by the Agent,  an  Event
of Default shall exist hereunder and the Reimbursement Obligation
of the Borrowers for the amount of such draft shall bear interest
(which  the Borrowers hereby promise to pay) from and  after  the
date  such  draft  is  paid at the rate per annum  determined  by
adding  three  and one-half percent (3.5%) to the Prime  Rate  as
from time to time in effect.  This Agreement supersedes any terms
of  the  Applications which are irreconcilably inconsistent  with
the  terms hereof.  Anything contained in the Applications to the
contrary  notwithstanding,  the  Borrowers  shall  pay  fees   in
connection  with Letters of Credit as set forth  in  Section  2.6
hereof.

      (d)  Participation in Letters of Credit.  Each Lender shall
participate  on a Pro Rata basis in the Letters of Credit  issued
by the Agent (and those Letters of Credit described on Exhibit  D
hereto),  which participation shall automatically arise upon  the
issuance  of  each  Letter of Credit (or with  respect  to  those
Letters  of  Credit  described on  Exhibit  D  hereto,  upon  the
execution  of  this  Agreement)  (such  participations  to  count
against  the Revolving Credit Commitment of each Lender Pro  Rata
when  the Letters of Credit are issued, or with respect to  those
Letters  of  Credit  described on  Exhibit  D  hereto,  upon  the
execution of this Agreement).  Each Lender unconditionally agrees
that  in  the event the Agent is not reimbursed by the  Borrowers
for  the amount paid by it on any draft presented under a  Letter
of  Credit  on the date of such payment, then in that event  such
Lender  shall pay to the Agent its Pro Rata amount of each  draft
so   paid   by  the  Agent  and  in  return  such  Lender   shall
automatically  receive an equivalent percentage participation  in
all  of  the  rights  of  the  Agent in  respect  of  such  draft
(including  the right to obtain reimbursement from the  Borrowers
for  the amount of such draft, together with interest thereon  as
provided  for  herein).  In the event that any  Lender  fails  to
honor  its  obligation to reimburse the Agent for  its  Pro  Rata
share of the amount of any such draft on the date that such draft
is  paid, then in that event (i) each other Lender shall  pay  to
the Agent its Pro Rata share of the payment due to the Agent from
the  defaulting Lender, (ii) the defaulting Lender shall have  no
right  to  participate in any recoveries from  the  Borrowers  in
respect  of  such  draft,  and (iii) all  amounts  to  which  the
defaulting Lender would otherwise be entitled under the terms  of
this  Agreement shall first be applied to reimbursing the Lenders
for  their respective Pro Rata shares of the defaulting  Lenders'
portion of the draft, together with interest thereon at the  rate
provided for in Section 2.5(c) hereof.  Upon reimbursement to the
other  Lenders  pursuant to clause (iii)  above  of  the  amounts
advanced  by  them  to  the Agent in respect  of  the  defaulting
Lender's share of the draft, together with interest thereon,  the
defaulting   Lender   shall  thereupon   be   entitled   to   its
participation  in  the  Agent's rights of  recovery  against  the
Borrowers in respect of the draft paid by the Agent.

      (e)   Issuance of Letters of Credit.  Whenever  a  Borrower
desires  that  the Agent issue a Letter of Credit, such  Borrower
shall  provide a Standard Notice to the Agent (together  with  an
Application,  unless a continuing Application applicable  thereto
shall then be in effect) setting forth the following information:

           (i)   the date which shall be a Business Day, on which
     such Letter of Credit is to be issued; and

           (ii) the beneficiary and face amount thereof, as  well
     as any other terms necessary for the issuance thereof.

     II.6  Fees.

     (a)  The Borrowers jointly and severally agree to pay to the
Agent  for the account of each Lender, as consideration  for  the
Aggregate  Revolving Credit Commitment hereunder,  the  following
fees (in the aggregate for all the Borrowers).

          (i)  A fee of $50,000.00 on the Closing Date.

           (ii)  A fee at the rate of one percent (1%) per  annum
(computed  on  the  basis of a year of 360 days  and  the  actual
number of days of the stated term of the Letter of Credit) on the
amount  available to be drawn on each Letter of Credit  (measured
on  the  first Business Day of each applicable calendar  quarter)
such  fee  to be payable quarterly in advance; provided, however,
that with respect to any Letters of Credit to be issued in a face
amount  of  less than $200,000.00, such fee shall be  payable  in
advance in full.

     (b)  The Borrowers jointly and severally agree to pay to the
Agent,   for   itself,  the  following  fees  relating   to   the
administration of the line of credit created hereunder.

           (i) A fee equal to the Agent's standard administrative
     fees relating to the issuance of Letters of Credit hereunder
     as such fees are from time to time in effect.

           (ii)  A  fee in the amount of $25,000.00 per  calendar
     quarter,  payable on the first day of each calendar  quarter
     thereafter to and including the Maturity Date.

     II.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")  or  with
reference  to an Adjusted LIBOR (a "LIBOR 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 Thirty
Million  Dollars ($30,000,000.00) in the aggregate.  All  of  the
indebtedness evidenced by the Note which is not part of  a  LIBOR
Portion shall constitute a single Prime Rate Portion of the Note.
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 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.

      (a)   Prime Rate Portion.  Borrowers shall pay interest  to
the  Agent  for  the  account of each Lender on  the  Prime  Rate
Portion  of the Loans on the first Business Day of each  calendar
month  in an amount equal to the quotient of (i) the sum  of  the
products  of  the  unpaid principal amount  of  such  Prime  Rate
Portion  on  each  day  during  the  preceding  calendar   month,
multiplied  by a rate equal to the Prime Rate in effect  on  each
such  day  plus one-half of one percent (0.5%), divided  by  (ii)
360.  Any change in the Prime Rate resulting from a change in the
Agent's  prime  rate shall be effective as of  the  date  of  the
relevant change.  In no contingency or event whatsoever shall the
interest rate charged with respect to the Loans pursuant  to  the
terms of this Agreement exceed the highest rate permissible under
any law which a court of competent jurisdiction shall, in a final
determination, deem applicable hereto.  In the event that such  a
court determines that a Lender has received interest hereunder in
excess  of  the highest applicable rate, such interest shall,  in
such Lender's sole discretion, either (i) be deemed repayment  of
principal  under  the  Loans  or (ii)  be  promptly  refunded  to
Borrowers.

     (b)  LIBOR Portions.  Each LIBOR Portion shall bear interest
for  each  Interest Period selected therefor at a rate per  annum
determined  by adding two and three-quarters percent  (2.75%)  to
the Adjusted LIBOR for such Interest Period, provided that if any
LIBOR  Portion  is not paid when due (whether by lapse  of  time,
acceleration  or  otherwise) such Portion  shall  bear  interest,
whether  before or after judgment, until payment in full thereof,
at  the  rate  per annum determined by adding three and  one-half
percent  (3.5%)  to  the interest rate which would  otherwise  be
applicable  thereto through the end of the Interest  Period  then
applicable  thereto, and effective at the end  of  such  Interest
Period  such LIBOR Portion shall automatically be converted  into
and  added  to  the Prime Rate Portion and shall thereafter  bear
interest  until  payment in full thereof  at  the  interest  rate
applicable to the Prime Rate Portion after default.  Interest  on
each  LIBOR Portion shall be due and payable on the last  day  of
each  Interest  Period  applicable  thereto  and  interest  after
maturity  (whether by lapse of time, acceleration  or  otherwise)
shall be due and payable upon demand.  Sundance shall notify  the
Agent  on  or  before  11:00 a.m. (Chicago  time)  on  the  third
Business  Day preceding the end of an Interest Period  applicable
to a LIBOR Portion whether such LIBOR Portion is to continue as a
LIBOR Portion, in which event Sundance shall notify the Agent  of
the  new  Interest  Period selected therefor, and  in  the  event
Sundance  shall fail to so notify the Agent, such  LIBOR  Portion
shall automatically be converted into and added to the Prime Rate
Portion as of and on the last day of such Interest Period.

      Upon  the occurrence of an Event of Default and so long  as
such  Event  of Default continues, except as otherwise  expressly
provided herein, the Obligations shall bear interest for each day
until paid (before and after judgment) at a rate ("Default Rate")
per  annum (based on a year of 360 days) which shall be three and
one-half percent (3.5%) above the Prime Rate, such interest  rate
to  change  automatically from time to time effective as  of  the
effective date of each change in the Prime Rate.

       II.8.  Minimum Amounts.  Each LIBOR Portion shall be in  a
minimum amount of $1,000,000 or such greater amount which  is  an
integral multiple of $1,000,000.

      II.9   Computation of Interest.  All interest on  the  Note
shall  be  computed on the basis of a year of 360  days  for  the
actual number of days elapsed.

      II.10     Manner of Rate Selection.  Sundance on behalf  of
the  relevant  Borrower(s) shall notify the Agent by  11:00  a.m.
(Chicago time) at least three (3) Business Days prior to the date
upon which Sundance requests that any LIBOR Portion be created or
that any part of the Prime Rate Portion be converted into a LIBOR
Portion (each such notice to specify in each instance the  amount
thereof  and  the  Interest Period selected  therefor).   If  any
request  is  made to convert a LIBOR Portion into the Prime  Rate
Portion,  such  conversion shall only be made  so  as  to  become
effective  as  of the last day of the Interest Period  applicable
thereto.    All  requests  for  the  creation,  continuance   and
conversion of Portions under this Agreement shall be irrevocable.

      II.11  Change of Law.  Notwithstanding any other provisions
of  this  Agreement or the Note, if at any time any Lender  shall
determine  in  good  faith that any change  in  applicable  laws,
treaties or regulations or in the interpretation thereof  by  any
governmental authority, central bank or comparable agency charged
with the administration thereof makes it unlawful for such Lender
to  create  or continue to maintain any LIBOR Portion,  it  shall
promptly so notify Sundance and the obligation of such Lender  to
create,  continue or maintain any such LIBOR Portion  under  this
Agreement  shall be suspended until it is no longer unlawful  for
such  Lender to create, continue or maintain such LIBOR  Portion.
If  the  continued  maintenance of  any  such  LIBOR  Portion  is
unlawful, Sundance, on behalf of the relevant Borrower(s), hereby
elects  to  convert  the principal amount of the  affected  LIBOR
Portion  into  the Prime Rate Portion, subject to the  terms  and
conditions  of this Agreement; provided, however,  that  if  such
conversion  is not permitted by the terms of this Agreement,  the
Borrowers  shall,  on  demand prepay  the  outstanding  principal
amount  of the affected LIBOR Portion, together with all interest
accrued thereon and all other amounts payable to such Lender with
respect thereto under this Agreement, provided, further, that  if
upon  such  payment  the  Borrowers shall  then  have  the  right
hereunder  to obtain additional Loans pursuant to the  provisions
hereof, Borrowers may request such payment be readvanced  to  one
or more of the Borrowers as part of the Prime Rate Portion.

      II.12       Unavailability  of  Deposits  or  Inability  to
Ascertain Adjusted LIBOR.  Notwithstanding any other provision of
this  Agreement or the Note, if prior to the commencement of  any
Interest  Period,  a Lender shall determine in  good  faith  that
deposits  in  the  amount of any LIBOR Portion  scheduled  to  be
outstanding during such Interest Period are not readily available
to   such  Lender  in  the  relevant  market  or,  by  reason  of
circumstances  affecting  the  relevant  market,   adequate   and
reasonable  means do not exist for ascertaining  Adjusted  LIBOR,
then  such Lender shall promptly give notice thereof to  Sundance
and  the obligations of Lenders to create, continue or effect  by
conversion  any such LIBOR Portion in such amount  and  for  such
Interest  Period  shall be suspended until such  Lender  notifies
Sundance that deposits in such amount and for the Interest Period
selected by Sundance are readily available in the relevant market
and adequate and reasonable means exist for ascertaining Adjusted
LIBOR.

      II.13      Taxes and Increased Costs.  With respect to  any
LIBOR  Portion, if any Lender shall determine in good faith  that
any change in any applicable law, treaty, regulation or guideline
(including,  without limitation, Regulation D  of  the  Board  of
Governors of the Federal Reserve System), or any new law, treaty,
regulation  or  guideline, or any interpretation of  any  of  the
foregoing  by  any  governmental  authority  charged   with   the
administration  thereof  or any central  bank  or  other  fiscal,
monetary or other authority having jurisdiction over such  Lender
or  its lending branch or the LIBOR Portions contemplated by this
Agreement (whether or not having the force of law), shall:

            (i)     impose,  increase,  or  deem  applicable  any
     reserve,  special  deposit  or similar  requirement  against
     assets  held  by, or deposits in or for the account  of,  or
     loans by, or any other acquisition of funds or disbursements
     by  such  Lender  which  is  not  in  any  instance  already
     accounted  for in computing the interest rate applicable  to
     such LIBOR Portion;

           (ii)    subject such Lender, any LIBOR Portion or  any
     Note  to  the extent it evidences such a Portion to any  tax
     (including,  without limitation, any United States  interest
     equalization tax or similar tax however named applicable  to
     the  acquisition  or  holding of  debt  obligation  and  any
     interest  or penalties with respect thereto), duty,  charge,
     stamp tax, fee, deduction or withholding in respect of  this
     Agreement,  any LIBOR Portion or any Note to the  extent  it
     evidences  such  a  Portion, except such  taxes  as  may  be
     measured by the overall net income or gross receipts of such
     Lender   or   its  lending  branches  and   imposed   by   a
     jurisdiction,  or  any  political  subdivision   or   taxing
     authority thereof, in each case which has jurisdiction  over
     such Lender's principal executive office or lending branch;

           (iii)     change the basis of taxation of payments  of
     principal and interest due from the Borrowers to such Lender
     hereunder  or under the Note to the extent it evidences  any
     LIBOR  Portion  (other than by a change in taxation  of  the
     overall  net  income or gross receipts of the Agent  or  any
     Lender); or

           (iv)       impose  on  such Lender  any  penalty  with
     respect  to  the foregoing or any other condition  regarding
     this  Agreement, its disbursement, any LIBOR Portion or  any
     Note to the extent it evidences any LIBOR Portion;

and such Lender shall determine in good faith that the result  of
any  of  the  foregoing  is  to increase  the  cost  (whether  by
incurring a cost or adding to a cost) to such Lender of  creating
or  maintaining  any LIBOR Portion hereunder  or  to  reduce  the
amount  of principal or interest received or receivable  by  such
Lender  (without  benefit  of,  or credit  for,  any  prorations,
exemption,  credits  or other offsets available  under  any  such
laws,   treaties,   regulations,  guidelines  or  interpretations
thereof),  then the Borrowers shall pay on demand to such  Lender
from  time  to  time as specified by such Lender such  additional
amounts  as such Lender shall reasonably determine are sufficient
to  compensate  and  indemnify them for such  increased  cost  or
reduced   amount.   If  any  Lender  makes  such  a   claim   for
compensation,  it  shall provide to the Borrowers  a  certificate
setting  forth the computation of the increased cost  or  reduced
amount  as  a result of any event mentioned herein in  reasonable
detail  and  such  certificate  shall  be  presumed  correct  and
accurate.

      II.14   Change  in Capital Adequacy Requirements.   If  any
Lender shall determine that the adoption after the date hereof of
any   applicable  law,  rule  or  regulation  regarding   capital
adequacy,  or any change in any existing law, rule or  regulation
regarding  capital adequacy, or any change in the  interpretation
or  administration thereof by any governmental authority, central
bank  or  comparable  agency charged with the  interpretation  or
administration  of  any  such law, rule or  regulation  regarding
capital  adequacy,  or  compliance by a Lender  (or  any  of  its
branches)  with  any  request  or  directive  regarding   capital
adequacy  (whether or not having the force of law)  of  any  such
authority,  central bank or comparable agency, has or would  have
the  effect  of  reducing  the rate of return  on  such  Lender's
capital with respect to any LIBOR Portion as a consequence of its
obligations hereunder or for that portion of the credit which  is
the  subject matter hereof relating to LIBOR portions to a  level
below  that  which such Lender could have achieved but  for  such
adoption,  change  or compliance (taking into consideration  such
Lender's policies with respect to liquidity and capital adequacy)
by an amount deemed by such Lender to be material, then from time
to  time,  within fifteen (15) days after demand by such  Lender,
the Borrowers shall pay to such Lender such additional amount  or
amounts  reasonably determined by such Lender as will  compensate
such Lender for such reduction.

      II.15   Funding Indemnity.  In the event that the Agent  or
any  Lender  shall  incur any loss, cost or  expense  (including,
without limitation, any loss (including loss of profit), cost  or
expense incurred by reason of the liquidation or reemployment  of
deposits or other funds acquired or contracted to be acquired  by
any Lender to fund or maintain any LIBOR Portion or the relending
or reinvesting of such deposits or other funds or amounts paid or
prepaid to the Agent or any Lender) as a result of:

           (i)   any  payment of a LIBOR Portion on a date  other
     than the last day of the then applicable Interest Period for
     any  reason,  whether before or after the  occurrence  of  a
     Default or Event of Default, and whether or not such payment
     is required by any provision of this Agreement; or

           (ii)   any failure by any Borrower to create,  borrow,
     continue or effect by conversion a LIBOR Portion on the date
     specified in a notice given pursuant to this Agreement;

then upon the demand of the Agent or any Lender, as the case  may
be,  the  Borrowers shall pay to the Agent or  such  Lender  such
amount as will reimburse the Agent or such Lender for such  loss,
cost  or  expense.  If the Agent or such Lender requests  such  a
reimbursement,  it shall provide to the Borrowers  a  certificate
setting  forth  the  computation of the loss,  costs  or  expense
giving rise to the request for reimbursement in reasonable detail
and such certificate shall be presumed correct and accurate.

     II.16  Lending Branch.  Any Lender may, at its option, elect
to make, fund or maintain Portions of the Loans hereunder at such
of  its branches or offices as such Lender may from time to  time
elect.   To  the  extent reasonably possible, each  Lender  shall
designate  an alternate branch or funding office with respect  to
the  LIBOR  Portions to reduce any liability of the Borrowers  to
such   Lender  under  Section  2.13  hereof  or  to   avoid   the
unavailability of an interest rate option under Section  2.11  or
2.12  hereof,  so  long  as  such designation  is  not  otherwise
disadvantageous to the Agent or such Lender.

      II.17   Discretion  of Lenders as the  Manner  of  Funding.
Notwithstanding any provision of this Agreement to the  contrary,
each Lender shall be entitled to fund and maintain its funding of
all  or any part of the Note in any manner it sees fit, it  being
understood, however, that for the purposes of this Agreement  all
determinations   hereunder   (including,   without    limitation,
determinations under 2.12, 2.13 and 2.15 hereof) shall be made as
if  such  Lender  had actually funded and maintained  each  LIBOR
Portion  during  each Interest Period applicable thereto  through
the purchase of deposits in the relevant market in the amount  of
such  LIBOR  Portion,  having a maturity  corresponding  to  such
Interest  Period, and bearing an interest rate equal to  Adjusted
LIBOR  plus  two  and  three-quarters percent  (2.75%)  for  such
Interest Period.

      II.18   Voluntary Prepayments and Reduction/Termination  of
Revolving Credit Commitment.

      (a)   Subject to Borrowers' obligations under Section  2.15
hereof,  the Borrowers shall have the right at their option  from
time  to  time to voluntarily prepay all of their Loans  and  all
other   Obligations   (other  than  indemnification   obligations
hereunder)  then outstanding in whole at any time  and  terminate
the Aggregate Revolving Credit Commitment, in each case, upon the
payment  to the Agent for the account of the Lenders by Borrowers
of  (i)  a  fee  equal  to  the product  of  (x)  $50,000,000.00,
(y)  .0014% and (z) the actual number of days remaining from such
date  until  the Maturity Date; provided, however,  that  in  the
event that neither LaSalle nor Bank One, Milwaukee, NA, shall  at
any time be Agent hereunder, Borrowers may voluntarily prepay all
then  outstanding in whole and terminate the Aggregate  Revolving
Credit Commitment without payment of the foregoing fee, and  (ii)
with  respect  to  any LIBOR Portion being prepaid,  the  amounts
payable pursuant to Section 2.15.

      (b)   Whenever Borrowers desire to voluntarily  prepay  the
Loans  and  terminate the Aggregate Revolving Credit  Commitment,
Borrowers  shall  provide Standard Notice to  the  Agent  setting
forth the following information:

           (i)   The date, which shall be a Business Day not more
     than 30 Business Days following the date the Standard Notice
     is  given,  on which the proposed prepayment and termination
     of  the Aggregate Revolving Credit Commitment is to be made;
     and

            (ii)    The  total  principal  amount  of  all  Loans
     outstanding on the date of such Standard Notice.

      (c)   Standard Notice having been so provided, on the  date
specified in such Standard Notice, the principal amounts  of  the
Loans,  together with interest on each such principal  amount  to
such date, and together with the fees payable pursuant to Section
2.18(a)  above, shall be due and payable, the Aggregate Revolving
Credit  Commitment shall be terminated and Borrowers shall comply
with the terms of Section 8.3 herein.

     II.19     Mandatory Prepayments

           (a)   Borrowing  Base.   If at  any  time  the  unpaid
     principal amount of Borrowers' Loans plus the undrawn amount
     of  the  outstanding  Letters of  Credit  shall  exceed  the
     Maximum Borrowing Base, the Borrowers shall immediately make
     a  prepayment  of  principal (plus all  accrued  and  unpaid
     interest thereon) of their Loans in an amount not less  than
     the amount of such excess.

           (b)  Net Proceeds.  Borrowers shall immediately make a
     prepayment of principal of their Loans in an amount not less
     than  the  amount of ninety-five percent (95%)  of  the  Net
     Proceeds as the Borrowers receive such Net Proceeds  and  in
     accordance with the terms of the Disbursement Agreement.

     II.20     Payments.  Except as otherwise provided in Section
2.22,  all  payments to the Agent for the account of each  Lender
shall  be payable at the Office or at such other place or  places
as  the  Agent  may  designate from time to time  in  writing  to
Borrowers.  That portion of the Obligations consisting of:

           (a)  Interest payable pursuant to this Agreement shall
     be  payable  and  shall be charged in  accordance  with  the
     applicable provisions of Section 2.7 hereof; provided  that,
     with  respect to any payment of interest which  becomes  due
     hereunder,  at  any  and all times any Loan  is  outstanding
     hereunder, Borrowers authorize and direct the Agent to,  and
     the  Agent shall, cause such interest to be paid on such due
     date by charging such payment as a Loan against the line  of
     credit   established  pursuant  to  Section  2.1   of   this
     Agreement;

           (b)  Costs, fees and expenses payable pursuant to this
     Agreement or any other Loan Document shall be payable as and
     when  provided in this Agreement or any other Loan  Document
     and,  if  not  specified,  on demand;  provided  that,  with
     respect to payment of any cost, fee or expense which becomes
     due  hereunder, Borrowers authorize and direct the Agent to,
     and  the Agent shall, cause such cost, fee or expense to  be
     paid  on  the tenth day following such due date by  charging
     such  cost,  fee or expense as a Loan against  the  line  of
     credit   established  pursuant  to  Section  2.1   of   this
     Agreement;

           (c)  The balance of the Obligations, if any, shall  be
     payable as and when provided in this Agreement or the  other
     Loan  Documents and, if not specified, upon the  termination
     of  this Agreement or as and when declared due by the  Agent
     pursuant to Section 8.2; and

           (d)   All payments to be made in respect of principal,
     interest,  fees  or  other  amounts  due  from  a   Borrower
     hereunder,  under  the Note, or under  a  Letter  of  Credit
     (other  than  the fees described in Section  2.6(b)  above),
     shall  be paid to the Agent for the Pro Rata benefit of  the
     Lenders.

      All  payments  of principal, interest, fees and  all  other
Obligations payable hereunder and under the other Loan  Documents
shall be made to the Agent at its Office no later than 2:00  P.M.
Chicago  time  on the date any such payment is due  and  payable.
Payments received by the Agent after 2:00 P.M. Chicago time shall
be  deemed  received as of the opening of business  on  the  next
Business Day.  All such payments shall be made in lawful money of
the  United States of America, in immediately available funds  at
the  place of payment, without setoff or counterclaim and without
reduction  for,  and  free from, any and all  present  or  future
taxes,   levies,  imposts,  duties  fees,  charges,   deductions,
withholdings,  restrictions and conditions of any nature  imposed
by   any  government  or  any  political  subdivision  or  taxing
authority thereof (but excluding any taxes imposed on or measured
by  the  net  income  of the Agent or either  Lender).   For  the
purpose  of computing interest hereunder payment shall be applied
by  the Agent on account of the Obligations on the day of deposit
thereof   to   the  Agent  prior  to  2:00  P.M.  Chicago   time.
Notwithstanding anything to the contrary herein, all  such  items
of   payment  shall,  solely  for  purposes  of  determining  the
occurrence of an Event of Default, be deemed received upon actual
receipt by the Agent, unless the same are subsequently dishonored
for any reason whatsoever.  All payments made by or on behalf  of
and  all  credits  due Borrower may be applied and  reapplied  in
whole  or in part to any of the Obligations to the extent and  in
the manner each Lender deems advisable, provided that such Lender
will  not  charge Borrowers additional interest in the  event  of
such  Lender's reapplication of payments made by or  credits  due
Borrowers.

      Unless  Sundance  on  behalf  of  the  Borrowers  otherwise
directs,  principal payments shall be applied first to the  Prime
Rate  Portion  until payment in full thereof,  with  any  balance
applied  to  the  LIBOR  Portions in the  order  in  which  their
Interest  Period expire.  Notwithstanding the foregoing,  in  the
event  that  any  payments to be made hereunder pursuant  to  the
terms  of  the Disbursement Agreement would repay the Prime  Rate
Portion  in  full and would result in the payment  of  any  LIBOR
Portions  prior  to  the expiration of their respective  Interest
Period, Sundance, on behalf of the Borrowers, may provide written
notice  to the Agent (not less than five (5) Business Days  prior
to  the  date  of  such  payment  to  be  made  pursuant  to  the
Disbursement Agreement) electing to have the Agent pay  into  the
Reserve  Account  (as  such  term is  hereinafter  defined)  that
portion  of  such  payment  to  be made  under  the  Disbursement
Agreement  which  would  prepay any LIBOR Portion  (which  amount
shall  be  specified in the notice to the Agent).   If  any  such
notice is received by the Agent and, if the Agent agrees with the
amount specified in the notice, then upon the Agent's receipt  of
such  amount,  the Agent shall pay such amount into  the  Reserve
Account  rather  than  using  such amount  to  repay  such  LIBOR
Portions.   Any LIBOR Portion with respect to which a deposit  is
made   into  the  Reserve  Account  shall  be  deemed  to  remain
outstanding  notwithstanding the Agent's  receipt  of  all  or  a
portion  of the amount owing with respect thereto.  The  "Reserve
Account"  shall  be  an  interest bearing  money  market  account
maintained by the Agent in its name.  All such amounts  deposited
into  the Reserve Account shall be the Agent's (on behalf of  the
Lenders) property to be applied against the Obligations, and  not
any  Borrower's property.  At such time as a LIBOR  Portion  with
respect to which a deposit has been made into the Reserve Account
is  scheduled to mature, the Agent shall apply such amount of the
Reserve Account balance payable under such LIBOR Portion to  such
LIBOR  Portion.  The Reserve Account shall be an interest bearing
account.  If a Default does not then exist, on the first  day  of
each  calendar  quarter during the term hereof, the  Agent  shall
disburse to Sundance the interest accrued on the Reserve  Account
to such date.

      II.21   Statement  of  Account.  The  Agent  shall  provide
Sundance  and  each Lender with a statement of account  for  each
Lender  and the Agent relating to Obligations on a monthly  basis
between the twenty fifth day of such month and the first  day  of
the  subsequent month.  Each such statement of account  shall  be
presumed correct and accurate and shall, except for each Lender's
right  to reapply payments, constitute an account stated  between
Borrowers  and  each  Lender  and between  Borrowers  and  Agent.
Borrowers   agree  to  use  their  best  efforts  to  deliver   a
reconciliation  of  such statements of account  to  Agent  within
thirty (30) days of the delivery of such statement to Sundance.

      II.22      General Indemnity.  Without limiting  any  other
provision  of  this  Agreement or of  any  other  Loan  Document,
Borrowers hereby jointly and severally indemnify each Lender, the
Agent   and  their  respective  directors,  officers,  employees,
Affiliates  and  agents  (collectively,  "Indemnified   Persons")
against,  and agree to hold each such Indemnified Person harmless
from,  any  and  all  claims, damages and liabilities,  including
claims  brought by any shareholder or former shareholder  of  any
Borrower, and related expenses, including reasonable counsel fees
and expenses, incurred by such Indemnified Person arising out  of
any  claim,  litigation, investigation or proceeding (whether  or
not  such Indemnified Person is a party thereto) relating to  any
transactions, services or matters that are the subject  or  arise
in  connection  with  or  as a result of this  Agreement  or  the
transactions contemplated hereby (including, without  limitation,
relating  to the properties or business of any Borrower,  or  any
default  by  a Borrower in the performance or observance  of  any
representation, warranty, covenant or condition in this Agreement
or  any  other  Loan  Document);  provided,  however,  that  such
indemnity shall not apply to any such losses, claims, damages, or
liabilities  or  related  expenses  determined  by  a  court   of
competent  jurisdiction to have arisen from the gross negligence,
willful  misconduct or subjective bad faith of  such  Indemnified
Person,  and  if such Indemnified Person is a director,  officer,
employee, Affiliate or agent of a Lender or the Agent,  then,  to
the  extent  of  such  gross negligence,  willful  misconduct  or
subjective  bad  faith, such indemnity shall not  apply  to  such
Lender  or  the  Agent,  as applicable.   If  any  litigation  or
proceeding  is brought against any Indemnified Person in  respect
of  which  indemnity may be sought against Borrowers pursuant  to
this  Section 2.22, such Indemnified Person shall promptly notify
Borrowers  in  writing of the commencement of such litigation  or
proceeding,  but  the omission so to notify Borrowers  shall  not
relieve Borrowers from any other obligation or liability which it
may  have  to  any  Indemnified Person, except that  no  Borrower
waives  any rights for damages incurred by it on account of  such
delay.   Failure  of  the  Indemnified Person  to  timely  notify
Borrowers  of  the commencement of such litigation or  proceeding
shall  not  relieve  Borrowers of their  obligations  under  this
Section  2.22,  except where such failure irrevocably  prejudices
Borrowers'  ability to defend such litigation or proceeding.   In
case  any such litigation or proceeding shall be brought  against
any  Indemnified Person and such Indemnified Person shall  notify
Borrowers  of the commencement of such litigation or  proceeding,
Borrowers shall be entitled to participate in such litigation  or
proceeding  and,  after  written notice from  Borrowers  to  such
Indemnified  Person, to assume the defense of such litigation  or
proceeding  with  counsel of its choice at its expense,  provided
that  such  counsel is satisfactory to the Indemnified Person  in
the  exercise  of  its reasonable judgment.  Notwithstanding  the
election of Borrowers to assume the defense of such litigation or
proceeding,  such  Indemnified Person shall  have  the  right  to
employ separate counsel and to participate in the defense of such
litigation or proceeding, and Borrowers shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the  use
of  counsel  chosen  by Borrowers to represent  such  Indemnified
Person  would  present such counsel with a conflict of  interest;
(ii)  the  defendants in, or targets of, any such  litigation  or
proceeding  include both an Indemnified Person and any  Borrower,
and  such Indemnified Person shall have reasonably concluded that
there  may  be legal defenses available to it which are different
from  or additional to those available to any Borrower (in  which
case Borrowers shall not have the right to direct the defense  of
such action on behalf of the Indemnified Person); (iii) Borrowers
shall  not have employed counsel satisfactory to such Indemnified
Person  in  the  exercise of the Indemnified Person's  reasonable
judgment to represent such Indemnified Person within a reasonable
time  after  notice  of  the institution of  such  litigation  or
proceeding;  or  (iv) Borrowers shall authorize such  Indemnified
Person  to  employ separate counsel at the expense of  Borrowers,
provided  that Borrowers shall not be liable for the fees,  costs
and  expenses of more than one separate counsel at the same  time
for  all  such  Indemnified Persons in connection with  the  same
action  and  any  separate but substantially similar  or  related
action in the same jurisdiction.  Borrowers shall not consent  to
the  entry  of any judgment or enter into any settlement  in  any
such  litigation or proceeding unless such judgment or settlement
includes  as  an  unconditional term thereof the  giving  by  the
claimant  or  plaintiff to such Indemnified Person of  a  release
from all liability in respect to such claim or litigation.

     The agreements of Borrowers in this Section 2.22 shall be in
addition to any liability that Borrowers may otherwise have.  All
amounts  due under this Section 2.22 shall be payable within  ten
(10) days of written demand therefor.

      II.23      Sundance  as  Agent.   Notwithstanding  anything
contained   herein   to  the  contrary,  each   Borrower   hereby
irrevocably appoints and authorizes Sundance to act as its  agent
and  attorney-in-fact to request Loans to be made to and  Letters
of Credit to be issued for the benefit of any Borrower.

                          ARTICLE III
                   COLLATERAL:  GENERAL TERMS

      III.1     Collateral.  The Collateral shall consist of  the
following items:

      (I)   With  respect to each parcel of real property  (other
than  (i) real property securing Non-Recourse Indebtedness,  (ii)
the Kaco Real Property, so long as it is subject to a mortgage in
favor  of  Kaco,  Inc. and/or (iii) Loft Projects  which  do  not
constitute  Approved Loft Projects) owned by  any  Borrower,  any
Subsidiary of any Borrower or any Trust, as the case may be:

     (a)  A first Mortgage and Security Agreement with Assignment
of  Rents  in  the form of Exhibit E attached hereto ("Mortgage")
from  each  applicable Borrower or Subsidiary of a Borrower  and,
where  title to a parcel is held in a Trust, also from  the  land
trustee of such Trust, on such real property;

      (b)  A Collateral Assignment of Beneficial Interest in  the
form  of  Exhibit F attached hereto ("ABI") in each Trust  owning
real property wherein Agent is granted a perfected first security
interest in such beneficial interest; and

      (c)  A first Assignment of Rents and Leases in the form  of
Exhibit  G  attached hereto ("Assignment") in favor of Agent  for
the leasing or rental now existing or hereafter made of such real
property and all proceeds of any of the foregoing; and

     (II) Generally:

      _)(a)      The  Security  Agreement  from  Borrowers,  each
Subsidiary  of  each Borrower and each Trust in favor  of  Agent,
together  with appropriate UCC-1 and UCC-2 Financing  Statements,
granting  to Agent a first priority security interest in  all  of
each  Borrower's,  each Subsidiary's of each  Borrower  and  each
Trust's   personal  property  and  fixtures,  including,  without
limitation,   all   of   each  Borrower's  equipment,   fixtures,
inventory,  accounts, contract rights, chattel paper,  documents,
instruments and general intangibles as each such term is  defined
in  the Uniform Commercial Code of the jurisdiction in which such
Collateral is located and all proceeds of the foregoing;

      (b)   An  Environmental Indemnity Agreement ("Environmental
Indemnity  Agreement") from Borrowers, Heartland, SK and  ODC  in
favor  of  Agent  and Lenders in the form of Exhibit  H  attached
hereto;

     (c)  The Stock Pledge Agreement; and

     (d)  The Pledge Agreement.

      III.2      Cross Default Provisions.  All Collateral  which
Agent or any Lender has acquired or may at any time acquire  from
any  Borrower  or  from any other source in connection  with  the
Obligations shall constitute collateral for each and every one of
the  Obligations,  without apportionment  or  designation  as  to
particular  Obligations,  and  all  Obligations,  howsoever   and
whensoever  acquired, and the Lenders shall have  the  right,  in
their  sole  discretion  to determine  the  order  in  which  the
Lenders' rights in or remedies against any Collateral are  to  be
exercised  and  which types of Collateral or  which  portions  of
Collateral  are  to  be  proceeded  against  and  the  order   of
application of proceeds of such Collateral as against  particular
Obligations.   All  Loan  Documents shall  contain  cross-default
provisions.

      III.3      Protection of Collateral.  Agent and/or Lenders,
in  their  sole  and  absolute  discretion,  without  waiving  or
releasing  any  obligation, liability or duty of Borrowers  under
this Agreement or the Loan Documents or any Event of Default, may
for  the purposes of protecting the validity and priority of  any
Lien  granted to Agent or any Lender under this Agreement or  any
Loan  Document, or the Collateral or any part thereof at any time
or  times  hereafter, but shall be under no obligation  to,  pay,
acquire and/or accept an assignment of any Lien or claim asserted
by  any Person against the Collateral unless such Borrower or its
insurer  shall have undertaken the defense of such  claim,  shall
have  been provided a cure or grace period with respect  to  such
Lien or claim, which cure or grace period has not yet expired and
shall   have  provided  Agent  with  a  bond  or  other  security
protecting Agent and Lenders from loss or damage as a  result  of
the  assertion  of such Lien or claim, in which  case  Agent  and
Lenders  shall  forbear from paying, acquiring  or  accepting  an
assignment  of  the same for so long as Borrowers are  diligently
pursuing  the  cure of any default in connection therewith.   All
sums  paid  by  Agent or any Lender in respect  thereof  and  all
costs,  fees and expenses, including reasonable attorneys'  fees,
court costs, expenses and other charges relating thereto incurred
by  Agent or any Lender on account thereof shall be part  of  the
Obligations  payable  by Borrowers to Agent  or  such  Lender  on
demand.

      III.4     Release and Retention of Collateral.  Subject  to
the  terms  of  the Disbursement Agreement, Agent, on  behalf  of
Lenders,  may, at the joint direction of the Lenders,  retain  as
additional  Collateral  or,  with the  consent  of  the  Lenders,
release  to  a Borrower, from time to time, such portion  of  the
Collateral  as  Lenders  may  determine.   Any  and  all  monies,
reserves and proceeds and other property of any Borrower  in  the
possession of Agent or any Lender at any time or times  hereafter
are  hereby pledged by each Borrower to Agent and the Lenders  as
additional  Collateral  hereunder,  and,  in  Lenders'  sole  and
absolute discretion, following the occurrence of a Default may be
held by Lenders until the Obligations are paid in full or, at any
time  or  times following the occurrence of a Default, be applied
by Lenders on account of the Obligations.

     III.5     No Waiver.  No authorization given by Agent or the
Lenders pursuant to this Agreement or the Loan Documents to  sell
any  specified portion of the Collateral or any part thereof, and
no  waiver  by  Agent  or Lenders in connection  therewith  shall
establish  a  custom  or constitute a waiver of  the  prohibition
contained  in this Agreement against such sales, with respect  to
any  portion of the Collateral or any part thereof not  expressly
covered by said authorization.


                           ARTICLE IV
                 REPRESENTATIONS AND WARRANTIES

      Each  Borrower  hereby  jointly and  severally  represents,
warrants and covenants to the Agent and each Lender that:

     IV.1  Organization and Qualification.  Each Borrower and its
Subsidiaries  is  a corporation duly organized, validly  existing
and  in  good  standing  under the laws of  its  jurisdiction  of
incorporation  and has full corporate power to own,  operate  and
lease  its  properties  and  to carry  on  its  business  as  now
conducted.  Each Borrower and its Subsidiaries is duly  qualified
to  do  business as a foreign corporation and is in good standing
in  each jurisdiction in which such qualification is required for
the  conduct  of such Borrower's business.  Each jurisdiction  in
which  a  Borrower  or  its Subsidiary is  qualified  to  conduct
business is set forth in Schedule 4.1 hereto.

      IV.2   Executive Offices.  The location of each  Borrower's
and   its   respective  Subsidiaries'  chief  executive   office,
principal  place  of business, and other offices  and  places  of
business  are set forth on Schedule 4.2 hereto, and are the  sole
offices  and  places  of  business  of  each  Borrower  and   its
respective Subsidiaries, provided that such locations may  change
hereunder in accordance with the delivery of the notice  required
by Section 7.21 hereof.

       IV.3   Corporate  Power;  Authorization.   The  execution,
delivery and performance by each Borrower and its Subsidiaries of
the  Loan  Documents,  to the extent they  are  parties  thereto:
(i) are within each such Person's corporate power; (ii) have been
duly  authorized  by  all necessary or proper  corporate  action;
(iii)  are  not  in contravention of any provision  of  any  such
Person's respective certificates or articles of incorporation  or
by-laws;  (iv)  will  not violate any law or regulation,  or  any
order  or  decree  of any court or governmental  instrumentality;
(v) will not conflict with or result in the breach or termination
of,  constitute  a  default under or accelerate  any  performance
required  by,  any  indenture, mortgage, deed  of  trust,  lease,
agreement  or  other  instrument to which  any  Borrower  or  any
Subsidiary of any Borrower is a party or by which any Borrower or
any Subsidiary of any Borrower or any of their property is bound;
(vi)  will not result in the creation or imposition of  any  Lien
upon  any  of  the  property of any Borrower; and  (vii)  do  not
require the consent or approval of any Person.

     IV.4  Execution and Binding Effect.  This Agreement has been
duly  and  validly  executed and delivered by each  Borrower  and
constitutes  the  legal,  valid and binding  obligation  of  each
Borrower enforceable in accordance with the terms hereof,  except
as  such enforceability may be limited by bankruptcy, insolvency,
reorganization,  moratorium or other  laws  affecting  creditors'
rights  and except as may be limited by the exercise of  judicial
discretion  in applying general principles of equity  (regardless
of  whether considered in a proceeding in equity or at law).  The
Note  and  the  other Loan Documents will as of the Closing  Date
have  been  duly  and  validly executed  and  delivered  by  each
Borrower and its Subsidiaries (as applicable) and will constitute
the legal, valid and binding obligations of such Borrower and its
Subsidiaries (as applicable) enforceable in accordance  with  the
terms  thereof, except as such enforceability may be  limited  by
bankruptcy, insolvency, reorganization, moratorium or other  laws
affecting creditors' rights and except as may be limited  by  the
exercise of judicial discretion in applying general principles of
equity  (regardless  of whether considered  in  a  proceeding  in
equity or at law).

       IV.5    Authorizations  and  Filings.   No  authorization,
consent, approval, license, exemption or other action by, and  no
registration, qualification, designation, declaration  or  filing
with,  any  Official Body is or will be necessary  in  connection
with  the  execution, performance and delivery of this Agreement,
the   Note,  any  other  Loan  Document,  consummation   of   the
transactions  herein or therein contemplated, performance  of  or
compliance with the terms and conditions hereof or thereof or  to
ensure  the  legality,  validity, and  enforceability  hereof  or
thereof.

      IV.6   Financial  Statements. (a)   All  of  the  following
consolidated  balance sheets and consolidated  and  consolidating
statements  of  income,  retained  earnings  and  cash  flows  of
Borrowers and their respective Subsidiaries, copies of which have
been furnished to the Agent and each Lender prior to the date  of
this  Agreement,  have  been prepared  in  conformity  with  GAAP
consistently applied throughout the periods involved and  present
fairly  the consolidated and consolidating financial position  of
each Borrower and Borrowers, as the case may be, in each case  as
at the dates thereof, and the results of operations and cash flow
for the periods then ended (as to the unaudited interim financial
statements, subject to normal year-end audit adjustments and  the
absence of footnotes):

           (i)   the  unaudited consolidated   balance  sheet  of
     Borrowers  as at June 30, 1996, and the related consolidated
     statements of income, retained earnings and cash  flows  for
     the nine months then ended; and

            (ii)   the  audited  consolidated  balance  sheet  of
     Borrowers  as  at  September  30,  1995,  and  the   related
     consolidated   and  consolidating  statements   of   income,
     retained  earnings and cash flows for the years then  ended,
     with  the  unqualified opinion thereon of  Price  Waterhouse
     LLP.

      (b)  Except as otherwise permitted by this Agreement, since
September  30, 1995 (or the most recent date of audited financial
statements  provided to the Agent and the Lenders,  but  only  if
such  statements are in accordance with, and have been  delivered
pursuant to the terms of, this Agreement) there has been  (i)  no
material  adverse  change  in the business,  financial  or  other
conditions  of the Operating Subsidiaries taken as  a  whole,  or
Sundance, or in the projections or prospects of Borrowers  (on  a
consolidated   basis),   (ii)  no  material   increase   in   the
Indebtedness  (other  than  inter-Borrower  liabilities  of   any
Borrower); (iii) no material decrease in the consolidated  assets
of  the  Borrowers and their Subsidiaries and (iv) except as  set
forth  on Schedule 4.6, no dividends or other distributions  have
been  declared, paid or made upon any shares of Capital Stock  of
any  Borrower or its Subsidiaries, nor have any shares of Capital
Stock of any Borrower or its Subsidiaries been redeemed, retired,
purchased or otherwise acquired for value by any Borrower or  its
Subsidiaries since September 30, 1995.

     (c)  Schedule 4.6(x) describes the Non-Recourse Indebtedness
of  each  Borrower, each Subsidiary of any Borrower  and/or  each
Trust as of the date hereof, (y) describes the assets of any such
Borrower,   Subsidiary  or  Trust  securing   such   Non-Recourse
Indebtedness,  and  (z)  lists  the  agreements,  documents   and
instruments  relating to the Non-Recourse Indebtedness  described
in  clause  (x)  and/or clause (y) above.  A  true,  correct  and
complete   copy   of  each  of  the  agreements,  documents   and
instruments listed on Schedule 4.6 pursuant to clause  (z)  above
has been delivered to Agent and each Lender.

      IV.7  Ownership of Property; Liens.  Each Borrower and  its
Subsidiaries  and  each of the Trusts has good, indefeasible  and
merchantable title to and ownership, free and clear of all  Liens
other  than  Permitted  Encumbrances,  of  all  the  assets   and
properties  of  every kind and nature (tangible  and  intangible,
real  and personal, including, without limitation, any beneficial
interests  in any land trust) required or desirable to  carry  on
its   business   as   presently  conducted,  including,   without
limitation,  all  property reflected in the financial  statements
described  in  Section 4.6 above and reflected in  the  financial
statements  delivered to the Agent and each  Lender  pursuant  to
Section 6.1 herein.

     IV.8  No Default.  No Borrower nor any Borrower's Subsidiary
or  any Trust is in default, nor, to the actual knowledge of  any
executive  officer  of  each Borrower,  is  any  third  party  in
default,  (i)  under or with respect to any contract,  agreement,
lease  or other instrument to which such Borrower or any  of  its
Subsidiaries  or  any Trust is a party, except  for  any  default
which  (either  individually or collectively with other  defaults
arising out of the same event or events) could not reasonably  be
expected to have a Material Adverse Effect, or (ii) under or with
respect  to  any  contract, agreement, lease or other  instrument
relating  to  indebtedness  for  borrowed  money  to  which  such
Borrower  or any of its Subsidiaries or a Trust is a  party.   No
Default or Event of Default has occurred and is continuing.

       IV.9    Burdensome  Restrictions.   No  contract,   lease,
agreement  or other instrument to which any Borrower,  Subsidiary
of  any  Borrower  or  a Trust is a party  or  is  bound  and  no
provision  of  applicable  Law or governmental  regulation  could
reasonably be expected to have a Material Adverse Effect.

      IV.10  Labor Matters.  There are no strikes or other  labor
disputes  against any Borrower or any Subsidiary of any  Borrower
pending  or, to any Borrower's knowledge, threatened which  could
have a Material Adverse Effect.  Hours worked by and payment made
to  employees of each Borrower and its Subsidiaries have not been
in  violation  of  the  Fair Labor Standards  Act  or  any  other
applicable  Law dealing with such matters which could  reasonably
be  expected to have a Material Adverse Effect.  All payments due
from any Borrower or any Subsidiary of any Borrower on account of
employee  health and welfare insurance have been  paid  when  due
(taking  into  account any grace period) and  all  such  payments
which  are  not yet due have been accrued as a liability  on  the
books of such Borrower or Subsidiary.

      IV.11   Other  Ventures.  Except as set forth  in  Schedule
4.11, no Borrower or Subsidiary of any Borrower is engaged in any
joint venture or partnership with any other Person nor is it a co-
beneficiary  of  any Trust with any other Person.   Each  of  the
limited  partnerships set forth in Schedule  4.11  is  a  limited
partnership duly organized, validly existing and in good standing
under the laws of the jurisdiction of its formation and has  full
power  to own, operate and lease its properties, and to carry  on
its business as now conducted.

      IV.12  Taxes.  Each Borrower and its Subsidiaries has filed
all federal, state and local tax returns and other reports it  is
required  by  law  to file and has paid, to the  extent  due  and
payable, all Charges other than Charges which are being contested
pursuant  to Section 6.3(b) herein.  The reserves and  provisions
for  taxes  on the books of Sundance and each of its Subsidiaries
are  adequate  for  all  open years and for  its  current  fiscal
period.

      IV.13      Pension  and Welfare Plans.  Each  Pension  Plan
complies  and  has  been  administered  in  accordance  with  all
applicable Laws in all material respects; no Reportable Event has
occurred and is continuing with respect to any Pension Plan which
could have a Material Adverse Effect; no Borrower, Subsidiary  of
any  Borrower,  nor  any ERISA Affiliate has withdrawn  from  any
Multi-employer  Plan  in a "complete withdrawal"  or  a  "partial
withdrawal"  as  defined  in  Section  4203  or  4205  of  ERISA,
respectively which could have a Material Adverse Effect; no steps
have  been  instituted  by  any Borrower  or  its  Subsidiary  to
terminate  any  Pension Plan which could have a Material  Adverse
Effect; no contribution failure has occurred with respect to  any
Pension Plan which has resulted in the imposition of a Lien under
Section  302(f) of ERISA upon any of the assets of a Borrower  or
its  Subsidiary; no condition exists or event or transaction  has
occurred  in  connection with any Pension Plan  or  Multiemployer
Plan  which could result in the incurrence by a Borrower  or  its
Subsidiary  or  any  ERISA Affiliate of any  liability,  fine  or
penalty which is material in amount; and no Borrower,  Subsidiary
of  any  Borrower  nor  any ERISA Affiliate  is  a  "contributing
sponsor" as defined in Section 4001(a)(13) of ERISA of a "single-
employer  plan" as defined in Section 4001(a)(15) of ERISA  which
has  two  or more contributing sponsors at least two of whom  are
not under common control.  Except as listed in Schedule 4.13,  no
Borrower, Subsidiary of any Borrower, or any ERISA Affiliate,  to
the  extent that a Borrower or any of its Subsidiaries has  joint
and  several  liability  with such ERISA Affiliate  to  pay  such
benefits,  maintains  or has any liability  to  pay  any  medical
benefits  under  any  employee welfare benefit  plan  within  the
meaning  of Section 3(1) of ERISA to former employees thereof  or
to  current employees with respect to claims incurred  after  the
termination  of  their  employment (other  than  as  required  by
Section 4980B of the Code or Part 6 of Subtitle B of Title  1  of
ERISA),  other  than  with  respect to any  course  of  treatment
initiated on or prior to termination of employment.

     IV.14  Employment and Labor Agreements.  Except as set forth
on  Schedule 4.14, there are no employment agreements pursuant to
which any members of management of any Borrower or any Subsidiary
of  any  Borrower  are  employed  and  there  are  no  collective
bargaining  agreements  or other labor  agreements  covering  any
employees  of any Borrower or any Subsidiary of any Borrower.   A
true  and  complete  copy  of each such agreement  set  forth  on
Schedule  4.14 has been furnished to the Agent and  the  Lenders.
Each  Borrower  and its Subsidiaries are in compliance  with  the
terms and conditions of all such collective bargaining agreements
and  other labor agreements except where the failure to so comply
could  reasonably be expected to have a Material Adverse  Effect.
No  labor  contract is scheduled to expire prior to the  Maturity
Date.

      IV.15  Patents, Trademarks, Copyrights and Licenses.   Each
Borrower   and  its  Subsidiaries  owns  all  material  licenses,
patents,   patent   applications,  copyrights,   service   marks,
trademarks, trademark applications, and trade names necessary  to
continue  to conduct its business as now conducted by them,  each
of  which  is  listed, together with Patent and Trademark  Office
application   or  registration  numbers,  where  applicable,   on
Schedule   4.15  hereto.   Each  Borrower  and  its  Subsidiaries
conducts its respective businesses without infringement or  claim
of  infringement of any license, patent, copyright, service mark,
trademark,   trade  name,  trade  secret  or  other  intellectual
property right of others, except where such infringement or claim
of  infringement  could  not reasonably be  expected  to  have  a
Material  Adverse Effect.  Except as set forth in  Schedule  4.15
hereto,  to  the  best knowledge of each Borrower,  there  is  no
infringement or claim of infringement by others of any  material,
license, patent, copyright, service mark, trademark, trade  name,
trade secret or other intellectual property right of any Borrower
which  infringement  could  reasonably  be  expected  to  have  a
Material Adverse Effect.

      IV.16   Environmental Matters.  All real property  and  any
facilities located thereon owned, leased, used, operated or under
development by any Borrower, any Subsidiary of any Borrower,  any
Trust,  or,  to the knowledge of any Borrower after due  inquiry,
any  predecessor  in  interest, have been, and  continue  to  be,
owned,  leased, used, operated or under development in compliance
in all material respects with all applicable Environmental Laws.

      IV.17   Financial Accounting Practices.  Each Borrower  and
its  Subsidiaries  makes and keeps books,  records  and  accounts
which, in reasonable detail, accurately and fairly reflect  their
respective  transactions  and dispositions  of  their  respective
assets  and  each  maintains  a  system  of  internal  accounting
controls  sufficient  to provide reasonable assurances  that  (a)
transactions are executed in accordance with management's general
or  specific  authorization,  (b) transactions  are  recorded  as
necessary  (i)  to permit preparation of financial statements  in
conformity  with  GAAP  and (ii) to maintain  accountability  for
assets, (c) access to assets is permitted only in accordance with
management's  general  or  specific  authorization  and  (d)  the
recorded  accountability for assets is compared with the existing
assets  at reasonable intervals and appropriate action  is  taken
with respect to any differences.

     IV.18  Regulation U.  Each Borrower's execution and delivery
of this Agreement or any other Loan Document does not directly or
indirectly violate or result in a violation of Section 7  of  the
Securities  and  Exchange  Act  of  1934,  as  amended,  or   any
regulations   issued   pursuant   thereto,   including,   without
limitation,  regulations G, U, T and X of the Board of  Governors
of  the  Federal Reserve System, and no Borrower nor any  of  its
Subsidiaries owns any "margin stock," within the meaning of  said
regulations, or is engaged in the business of extending credit to
others  for  such  purpose, and no part of the  proceeds  of  any
borrowing hereunder will be used to purchase or carry any "margin
stock"  or  to  extend  credit  to  others  for  the  purpose  of
purchasing or carrying any "margin stock."

      IV.19  Accurate and Complete Disclosure.  No representation
or  warranty  made  by any Borrower under this Agreement  or  any
other Loan Document and no statement made by any Borrower or  any
of  its  Subsidiaries  in  any financial statement,  certificate,
report, exhibit or document furnished by any Borrower or  any  of
its Subsidiaries to the Agent and/or any Lender pursuant to or in
connection with this Agreement (including, without limitation, in
connection with the Original Agreement) is false or misleading in
any   material  respect  (including  by  omission   of   material
information  necessary to make such representation,  warranty  or
statement not misleading).

      IV.20   Use  of  Proceeds.  Each Borrower  will  apply  the
proceeds  of any Loan hereunder only for the following uses,  all
of  which  are and will continue to be legal and proper corporate
uses  and have been (or will be) duly authorized by its Board  of
Directors  and such uses are consistent with all applicable  laws
and statutes, as in effect as of the date hereof, for the ongoing
working  capital  requirements of  Borrowers  and  other  general
corporate purposes, but only (i) to the extent such payments  are
made  to parties which are not Affiliates of any Borrower  (other
than  in  the case of payments under the Shareholder Notes),  and
(ii)  to  the extent such payments do not cause a breach  of  any
term  of  this Agreement or give rise to any Default or Event  of
Default.   Notwithstanding  anything  contained  herein  to   the
contrary,  no  Borrowers  shall use or  permit  the  use  of  the
proceeds  of  any Loan or any Letter of Credit hereunder  (a)  by
Heartland  and/or  ODC or in connection with  Heartland's  and/or
ODC's  business  and/or (b) in connection with any  Loft  Project
which does not constitute an Approved Loft Project any amount  in
excess of Three Million Dollars in the aggregate.

      IV.21  Permits.  Each Borrower and its Subsidiaries own  or
possess,  and are current and in good standing with  respect  to,
all Permits from an Official Body as are necessary to be obtained
in   connection   with  the  operation  of  such  Borrower's   or
Subsidiary's business as heretofore and now conducted and to  own
or  lease and operate the properties now owned or leased by it or
by any Trust.

      IV.22   Ownership  of  the Operating  Subsidiaries.   There
exists  no  Subsidiary of any Borrower other than  the  Operating
Subsidiaries,  Heartland, SK, ODC and  any  other  Subsidiary  of
Sundance  hereafter created or acquired pursuant to  Section  7.1
herein.   Sundance  owns of record and beneficially  all  of  the
issued   and   outstanding  Capital  Stock  of   each   Operating
Subsidiary, Heartland and ODC free and clear of all  Liens.   All
of the issued and outstanding shares of the Capital Stock of each
Borrower, Heartland and ODC have been duly and validly authorized
and  issued and are fully paid and nonassessable.  Except as  set
forth  in Schedule 4.22 hereof, there are no outstanding options,
warrants  or  other rights to purchase any Capital Stock  of  any
Borrower  or any Subsidiary of any Borrower.  Schedule 4.22  sets
forth  the  authorized Capital Stock of each  Borrower  and  each
Subsidiary of any Borrower and the issued and outstanding  shares
of  each  class  of  Capital  Stock of  each  Borrower  and  each
Subsidiary  of  any  Borrower.  Schedule  4.22  sets  forth  each
Subsidiary of any Borrower.

     IV.23  Compliance with Laws.  No Borrower nor any Subsidiary
of  any  Borrower nor any Trust is in violation of or subject  to
any contingent liability on account of any Law (including but not
limited  to  ERISA,  the  Code, any applicable  occupational  and
health  or  safety  Law,  Environmental Law,  including  but  not
limited  to  any  Law regulating the business in which  they  are
engaged  or  the use, maintenance or operation of  the  real  and
personal  properties owned or possessed by them), except  to  the
extent  that such violation or liability could not reasonably  be
expected to have a Material Adverse Effect.  No Borrower nor  any
Subsidiary thereof or any agent thereof has received any  written
notice   alleging   any  such  violation  from   any   applicable
governmental  authority,  tenant or insurance  company  or  other
person.

      IV.24   Litigation.  Except as set forth on Schedule  4.24,
there is no action, suit, proceeding, government investigation or
arbitration (whether or not purportedly on behalf of any Borrower
or  any of its Subsidiaries) at law or in equity or before or  by
any  Federal, state, municipal or other governmental  department,
commission, board, bureau, agency or instrumentality, domestic or
foreign, pending or, to the knowledge of any Borrower, threatened
against  or affecting any Borrower or any of its Subsidiaries  or
any property of any Borrower or Subsidiary of any Borrower or any
land  trust in which any Borrower or any of its Subsidiaries owns
a  beneficial interest, nor to the knowledge of any Borrower does
a  state of fact exist which is reasonably likely to give rise to
such proceedings.

      IV.25  Solvency.  Borrowers are and at all times while  any
of   the  Obligations  remain  unpaid  shall  be  Solvent  on   a
consolidated basis.

      IV.26  Indebtedness.  Except for the Obligations, operating
leases  permitted  hereunder,  trade  payables  arising  in   the
ordinary  course of business, the Shareholder Notes,  the  Bonds,
Non-Recourse Indebtedness consented to by each Lender and  Agent,
the Indebtedness of SAR in its capacity as general partner of SK,
for  the  recourse obligations of SK, and any other  Indebtedness
expressly  permitted  to  be incurred  in  accordance  with  this
Agreement, no Borrower nor any Subsidiary of any Borrower has any
Indebtedness,  including,  without  limitation,  any  letters  of
credit.   Without limiting the foregoing, except as set forth  in
Schedule  4.26  hereof,  no Borrower nor any  Subsidiary  of  any
Borrower  has any Guaranteed Indebtedness.  No Borrower  nor  any
Subsidiary of any Borrower is in default in the payment when  due
of  any  Indebtedness, and, since the date  of  the  most  recent
audited  financial  statements delivered to  the  Agent  and  the
Lenders,  each  Borrower's and Subsidiaries  of  each  Borrower's
accounts  payable  have been paid in a manner acceptable  to  its
suppliers  and creditors and in a manner which does not  threaten
to  disrupt  the business relationship between such  Borrower  or
such  Subsidiary, as the case may be, and its material  suppliers
and creditors.

      IV.27   No Material Adverse Effect.  No event has  occurred
since  the  date of the most recent audited financial  statements
delivered  to the Agent and the Lenders which has had,  or  could
reasonably be expected to have, a Material Adverse Effect.

       IV.28      Depository  Accounts.   No  Borrower  nor   any
Subsidiary  of  any  Borrower nor any  Trust  owns  or  otherwise
maintains  any depository account at any bank or other  financial
institution other than a Lender, each of which accounts is listed
on Schedule 4.28.

      IV.29     Real Property.  Schedule 4.29 sets forth a  true,
correct and complete list, as of the date hereof, of each  parcel
of  real property owned, leased or occupied by any Borrower,  any
Subsidiary of any Borrower and/or any Trust, and attached thereto
is  a  true, correct and complete legal description of  any  such
real  property.  As of the date hereof, except as  set  forth  on
Schedule  4.29  hereof, no Borrower, nor any  Subsidiary  of  any
Borrower  nor any Trust is a party to any agreement, contract  or
commitment  for its acquisition, lease or occupancy of  any  real
property.

      IV.30     Lofts.  Schedule 4.30 describes the Loft Projects
of  any Borrower, any Subsidiary of any Borrower or any Trust  as
of  the  date  hereof.  As of the date hereof, no  Loft  Projects
constitute Approved Loft Projects.


                           ARTICLE V
                      CONDITIONS PRECEDENT

      V.1   Conditions to Closing.  This Agreement  shall  become
effective  upon  the  Closing Date, provided that  the  following
conditions precedent have been satisfied or waived by the Lenders
jointly:

      (a)   Execution  and  Delivery  of  Loan  Documents.   This
Agreement  and all other Loan Documents, or counterparts  thereof
where  permitted, shall have been duly executed by and  delivered
to  the  Agent  and  each Lender (and where applicable,  to  each
Borrower).

      (b)   Documents and Other Agreements.  The Agent  and  each
Lender,  as applicable, shall have received all of the following,
each  in  form and substance satisfactory to the Agent  and  each
Lender:

           (1)   The  Revolving Promissory Note of the  Borrowers
payable to Agent as required by Section 2.3 herein;

           (2)   A Certificate of Secretary of each Borrower  and
each  Subsidiary of each Borrower, together with true and correct
copies  of  the  Articles of Incorporation and  By-Laws  of  each
Borrower, and all amendments thereto, true and correct copies  of
the  resolutions  of  the  Board of Directors  of  each  Borrower
authorizing  the  execution, delivery  and  performance  of  this
Agreement and the other Loan Documents to be executed by such
Borrower,  and  the  names of the officer  or  officers  of  such
Borrower  authorized  to  sign said documents,  together  with  a
sample of the true signature of each such officer;

           (3)  The written opinion of Meltzer, Purtill & Stelle,
counsel  for Borrowers, Heartland and SK addressed to  the  Agent
and each Lender in the form of Exhibit I attached hereto and made
a part hereof;

           (4)   The  written opinion of Kantor  &  Apter,  Ltd.,
counsel  for Borrowers, Heartland and SK, addressed to the  Agent
and each Lender in the form of Exhibit J attached hereto and made
a part hereof;

           (5)   Good  Standing Certificates for  each  Borrower,
Heartland  and  SK  from the Secretaries of State  of  each  such
Person's  state  of incorporation and each state  in  which  such
Borrower is doing business, dated not more than 10 days prior  to
the Closing Date;

          (6)  A Borrowing Base Certificate;

           (7)  Accountant's Reliance Certificate (as defined  in
Section 6.1(d);

          (8)  A disbursement request;

            (9)   A  Subordination  Agreement  relating  to  each
Shareholder  Note  in  the form of Exhibit  A-1  or  Exhibit  A-2
attached hereto, as the case may be;

            (10)  A  Subordination  Agreement  relating  to   the
promissory note in favor of Kaco, Inc. evidencing obligations  of
SK  for  the acquisition of certain real property in the form  of
Exhibit B attached hereto;

           (11) The Stock Pledge Agreement in the form of Exhibit
K attached hereto and made a part hereof;

           (12) The Disbursement Agreement in the form of Exhibit
L attached hereto and made a part hereof;

           (13)  The Security Agreement in the form of Exhibit  M
attached hereto and made a part hereof;

          (14) The Environmental Indemnity Agreement;

           (15)  The Mortgage, Assignment and ABI, if applicable,
with  respect  to  each  parcel of  real  property  disclosed  on
Schedule 4.29 which does not secure Non-Recourse Indebtedness  as
disclosed  on Schedule 4.6 and other than the Kaco Real  Property
so  long as it is encumbered by a mortgage in favor of Kaco, Inc.
("Current Real Property");

          (16) The Pledge Agreement in the form of Exhibit N-1 or
N-2 attached hereto and made a part hereof, as the case may be;

          (17) UCC-1 and UCC-2 Financing Statements;

           (18)  Certificates of Insurance naming Agent  as  loss
payee;

           (19) Certified copies of all trust agreements for  all
Trusts  holding  title  to any parcel of Current  Real  Property,
together  with  certified  letters of direction  for  all  Trusts
executing  Mortgages  in  connection  with  the  Loans,  and  pay
proceeds letters from such Trusts;

           (20)  A  Policy with respect to each parcel of Current
Real Property;

           (21)  A  Survey with respect to each parcel of Current
Real Property;

           (22)  Certified copies of all documents  appearing  on
Schedule B of the Policies;

           (23) Copies of all Permits which are necessary for the
use of the improvements on the Current Real Property;

           (24)  Satisfactory (i.e., showing no Liens other  than
Permitted  Exceptions)  UCC searches,  together  with  tax  lien,
judgment  and  litigation searches conducted in  the  appropriate
jurisdictions  by  a  search firm acceptable  to  Agent  and  the
Lenders  with respect to each Borrower, each Subsidiary  of  each
Borrower, the Current Real Property and the Trusts;

           (25)  An  Environmental Report with  respect  to  each
parcel  of Current Real Property.  Each such report shall confirm
the absence of any Hazardous Materials on, under or affecting the
parcel  therein described and shall otherwise be satisfactory  to
Lenders.

           (26)  An  Appraisal  of each parcel  of  Current  Real
Property satisfactory to Agent and the Lenders;

          (27) A Compliance Certificate; and

           (28) All such other documents reasonably requested  by
the Agent or a Lender, in its sole discretion.

      (c)   Absence of Material Adverse Change.  Since  September
30,  1995 and except as disclosed in Article IV and the Schedules
thereto, there shall have been (i) no material adverse changes in
the business, financial or other conditions of the Operating
Subsidiaries taken as a whole, or Sundance, or in the projections
or  prospects  of  Borrowers (on a consolidated basis),  (ii)  no
material  increase in the Indebtedness (other than inter-Borrower
liabilities)  of any Borrower and (iii) no material  decrease  in
the consolidated assets of the Borrowers.

      (d)  Current Payables.  No Borrower shall be delinquent  in
the  payment of its respective accounts payable as determined  by
the Lenders jointly.

      V.2   Condition  to  Loans  and  Letters  of  Credit.   The
obligation  of each Lender to make any Loan to or  the  Agent  to
issue  any  Letter  of  Credit for  the  benefit  of  a  Borrower
hereunder  is  further subject to satisfaction  of  each  of  the
following further conditions:

      (a)  Representations and Warranties; Events of Default  and
Defaults.   The  representations  and  warranties  on  behalf  of
Borrowers,  their  Subsidiaries and the Trusts  contained  herein
(except  (i)  for Section 4.6, which shall be applicable  to  the
most  recent  audited  financial  statements  delivered  by   the
Borrowers  and their Subsidiaries pursuant to Section 6.1  herein
and   (ii)   to  the  extent  such  representation  and  warranty
specifically  relates to an earlier date, then only with  respect
to  such date, and (iii) for changes permitted or contemplated by
this Agreement) and in each of the other Loan Documents shall  be
true  in all material respects on and as of the date of each Loan
and  the date of issuance of each Letter of Credit hereunder with
the  same effect as though made on and as of each such date.   On
the  date  of  each Loan and of the issuance of  each  Letter  of
Credit  hereunder no Event of Default and no Default with respect
to any Borrower shall have occurred and be continuing or exist or
shall  occur  or  exist after giving effect to the  Loan  or  the
issuance  of the Letter of Credit to be made on such  date.   Any
request  by a Borrower for any Loan or Letter of Credit hereunder
shall  constitute a representation and warranty by such  Borrower
that (x) the representations and warranties on behalf of each  of
the Borrowers and their Subsidiaries contained herein and in each
of  the other Loan Documents are true and correct in all material
respects  on  and as of the date of such request  with  the  same
effect  as though made on and as of the date of such request  and
(y)  on  the  date  of such request no Event of  Default  and  no
Default  with  respect  to  any  Borrower  has  occurred  and  is
continuing  or exists or will occur or exist after giving  effect
to  such  Loan  or  issuance of such Letter of Credit  (for  this
purpose such Loan being deemed to have been made and such  Letter
of  Credit being deemed to have been issued on the date  of  such
request).  Failure of the Agent to receive notice from a Borrower
to the contrary before such Loan is made or such Letter of Credit
is  issued shall constitute a further representation and warranty
by   Borrowers  that  (1)  the  representations  and   warranties
contained in the first sentence of this Section 5.2(a)  are  true
and  correct  in all material respects on and as of the  date  of
such  Loan  or  issuance of such Letter of Credit with  the  same
effect  as  though made on and as of the date  of  such  Loan  or
issuance of such Letter of Credit and (2) on the date of the Loan
or  issuance  of  the  Letter of Credit no Event  of  Default  or
Default  with  respect  to  any  Borrower  has  occurred  and  is
continuing  or exists or will occur or exist after giving  effect
to such Loan or issuance of such Letter of Credit.

      (b)   Compliance.   Borrowers shall have delivered  to  the
Agent, a disbursement request and Compliance Certificate required
by Section 6.1(d) hereof (as of the date thereof).

     (c)  Banking Laws.  On the date of each Loan and issuance of
each  Letter  of  Credit and after giving  effect  thereto,  each
Lender's Loan and the Agent's Letter of Credit shall be,  in  the
reasonable opinion of such Lender or the Agent, as applicable, in
full compliance with all banking Laws applicable to such Loan  or
issuance of such Letter of Credit and neither the making of  such
Loan,  the issuance of such Letter of Credit, nor the use of  the
proceeds  thereof  shall  violate or  be  inconsistent  with  any
banking Law applicable to such Loan or issuance of such Letter of
Credit.

      (d)  Payment of Fees.  On the date of each Loan and/or  the
issuance of each Letter of Credit, all fees and expenses (to  the
extent  reimbursement for such expenses has been sought) due  and
payable  to  the Agent and/or any Lender on or before  such  date
hereunder shall have been paid to the Agent and/or such Lender in
immediately available funds.

      (e)   Details, Proceedings and Documents.  On the  date  of
each  Loan  and/or  issuance of each Letter of Credit  all  legal
details  and  proceedings  in connection  with  the  transactions
contemplated  by this Agreement shall be reasonably  satisfactory
to  the  Agent  and  the  Agent  shall  have  received  all  such
counterpart  originals  or certified  or  other  copies  of  such
documents  and  proceedings in connection with such transactions,
in form and substance satisfactory to the Agent, as the Agent may
from time to time request.


                           ARTICLE VI
                     AFFIRMATIVE COVENANTS

     Each Borrower jointly and severally covenants with the Agent
and  each  Lender  as follows, unless the Lenders  jointly  shall
otherwise consent in writing:

     VI.1  Reporting and Information Requirements.

      (a)   Annual Reports.  As soon as practicable, and  in  any
event  within  90  days after the close of each  Fiscal  Year  of
Sundance, each Borrower shall furnish or cause to be furnished to
the  Agent  and  each Lender consolidated statements  of  income,
retained   earnings  and  cash  flows  of  Borrowers  and   their
consolidated  Subsidiaries for such Fiscal Year and  consolidated
balance sheets of Borrowers as of the close of such Fiscal  Year,
and  notes  to each, all in reasonable detail, setting  forth  in
comparative  form  the corresponding figures  for  the  preceding
Fiscal Year, with such consolidated statements and balance  sheet
to  be  prepared  in  accordance  with  GAAP,  certified  without
qualification as to its scope of audit or the financial condition
of any Borrower as a going concern by Price Waterhouse LLP.  Each
balance  sheet  furnished  under this  Section  6.1(a)  shall  be
accompanied  by  a  schedule prepared and  signed  by  the  Chief
Financial  Officer of each Borrower categorizing the  assets  and
liabilities  set  forth  in each such  balance  sheet  as  either
current assets or liabilities or long-term assets or liabilities,
as the case may be, and in each case in accordance with GAAP.  As
soon  as  practicable, and in any event within 90 days after  the
close  of each Fiscal Year of Sundance, Borrowers shall cause  to
be furnished to the Agent and each Lender consolidated statements
of income, retained earnings and cash flows of SK for such Fiscal
Year and the consolidated balance sheet of SK as of the close  of
such  Fiscal  Year, and notes to each, all in reasonable  detail,
setting  forth in comparative form the corresponding figures  for
the  preceding Fiscal Year, with such consolidated statements and
balance  sheet to be prepared in accordance with GAAP,  certified
without  qualification as to its scope of audit or the  financial
condition of SK as a going concern by Price-Waterhouse LLP.

     (b)  Semi-Annual Reports, Quarterly Reports, Monthly Reports
& Daily Reports.

          (i)  As soon as practicable, and in any event within 30
     days  after each June 30th and December 31st during the term
     of  the credit facility, Borrowers shall furnish or cause to
     be  furnished  to the Agent and each Lender,  in  scope  and
     detail  satisfactory to the Lenders, a separate  profit  and
     loss statement with respect to each Project.

           (ii)   As soon as practicable, and in any event within
     45 days after the end of each of the first three quarters of
     each  Fiscal  Year of Sundance, Borrowers shall  furnish  or
     cause to be furnished to the Agent and each Lender, in scope
     and  detail  satisfactory  to  the  Lenders,  (x)  unaudited
     consolidated  statements of income,  retained  earnings  and
     cash flows for Borrowers and their consolidated Subsidiaries
     for  such  quarter and for the period from the beginning  of
     Sundance's  then  current Fiscal Year to  the  end  of  such
     quarter,  and  unaudited  consolidated   balance  sheet   of
     Borrowers  as of the end of such quarter to be  prepared  in
     accordance   with  GAAP,  (y)  financial   and   cash   flow
     projections  for  each Borrower and its  Subsidiaries  on  a
     consolidated  basis for the twelve month period  immediately
     subsequent  to  each  such  quarter,  and,  (z)  cash   flow
     projections  with respect to each Project which  projections
     shall  set  forth current development costs  and  individual
     unit hard cost budgets and (aa) the Plan.

           (iii)  As soon as practicable, and in any event within
     30  days  after  the end of each calendar  month,  Borrowers
     shall furnish or cause to be furnished to the Agent and each
     Lender, in scope and detail satisfactory to the Lenders, (x)
     unaudited   consolidated  statements  of  income,   retained
     earnings and cash flows for Borrowers and their Subsidiaries
     for  such  month  and for the period from the  beginning  of
     Sundance's  then  current Fiscal Year to  the  end  of  such
     month, and unaudited consolidated balance sheet of Borrowers
     as  of  the  end  of  such month and (y) monthly  cash  flow
     projections  for  each Borrower and its  Subsidiaries  on  a
     consolidated basis for the immediately subsequent month.

           (iv) At the close of business for Sundance each day on
     which  any  Borrower is open for business,  Borrowers  shall
     furnish  or  cause  to be furnished to the  Agent  and  each
     Lender,  in scope and detail satisfactory to the Lenders,  a
     report of closings on Sold Homes for such day, together with
     a  report  of the gross proceeds and Net Proceeds from  each
     such sale.

Each  interim statement furnished under this Section 6.1(b) shall
(x)   include   notes   setting   forth   material   changes   in
(A)  accounting policies or principles or (B) contingencies,  and
(y)  with  respect  to  any balance sheet, be  accompanied  by  a
schedule  prepared and signed by the Chief Financial  Officer  of
each  Borrower categorizing the assets and liabilities set  forth
in   each  such  balance  sheet  as  either  current  assets   or
liabilities or long-term assets or liabilities, as the  case  may
be, and in each case as determined in accordance with GAAP.

      (c)   Borrowing  Base Certificate.  By no  later  than  the
twenty-first  day of each calendar month (or on a  more  frequent
basis as the Agent, upon the joint direction of the Lenders,  may
deem  appropriate), Borrowers shall furnish to the Agent and each
Lender a certificate ("Borrowing Base Certificate") substantially
in  the  form attached hereto as Exhibit O hereto, signed by  the
Chairman,  President, Chief Financial Officer  or  Controller  of
Sundance, with the blanks appropriately completed, setting  forth
the  Maximum  Borrowing Base and the other  information  required
therein.

      (d)  Compliance Certificates.  As soon as practicable,  and
in any event within 30 days after the end of each calendar month,
Borrowers shall deliver or cause to be delivered to the Agent and
each  Lender  a  certificate (in the form of Exhibit  P  attached
hereto)  dated  as of the end of such calendar month,  signed  on
behalf  of  each  Borrower  by  its  Chairman,  President,  Chief
Financial Officer or Controller (i) stating that as of  the  date
thereof  no  Event  of  Default or Default has  occurred  and  is
continuing  or exists, or if an Event of Default or  Default  has
occurred  and is continuing or exists, specifying in  detail  the
nature  and  period  of existence thereof  and  any  action  with
respect  thereto  taken  or  contemplated  to  be  taken  by  the
Borrowers,  (ii) setting forth and certifying the calculation  of
each  of  the financial covenants set forth in Article  VII  (but
only  with respect to the fiscal quarter most recently ended  and
only  if  such  month is the last month of a fiscal quarter),  as
well  as the number of Spec Units then under construction in each
Project,  (iii) setting forth the Borrowers' most  current  MYLAR
Report, as well as the amount of Borrowers' current (A) raw land,
(B) land under development, (C) total site development, (D) work-
in-process, and (E) completed homes (whether Sold Homes  or  Spec
Units)  and  Units (whether sold or unsold), in each  case  on  a
consolidated basis and reflected at Borrowers' cost, (iv) setting
forth  a  report  of Borrowers' then outstanding Bonds,  and  (v)
stating  that  the signer has personally reviewed this  Agreement
and  that such certificate is based on an examination made by  or
under  the  supervision of the signer sufficient to  assure  that
such certificate is accurate.

      (e)   Accountants'  Certificates.   Each  set  of  year-end
audited  consolidated  and consolidating statements  and  balance
sheets  delivered  pursuant to Section  6.1(a)  hereof  shall  be
accompanied   by  (i)  a  statement  from  such  accountants   in
reasonable  detail showing the calculations used  in  determining
the financial covenants under Article VII (ii) a report from such
accountants  to  the effect that in connection with  their  audit
examination, nothing with respect to accounting matters, has come
to  their  attention to cause them to believe that  an  Event  of
Default or Default had occurred or, if anything has come to their
attention  to cause them to believe that an Event of  Default  or
Default  had occurred, a description of such Event of Default  or
Default which had occurred (the statement and report referred  to
in  clause  (i)  and  (ii) above shall be in form  and  substance
previously   acceptable   to   Lenders),   (iii)   a    statement
("Accountants  Reliance Certificate") in the form  of  Exhibit  Q
attached hereto from such accountants addressed to Borrowers  and
their  Subsidiaries, with a copy addressed to the Agent and  each
Lender,  acknowledging, in substance, that a  primary  intent  of
Borrowers and their Subsidiaries is for such financial statements
to  benefit or influence the Agent and the Lenders and  that  the
Agent and the Lenders will rely upon such financial statements.

      (f)   Other  Reports and Information.  Promptly upon  their
becoming  available,  Borrowers shall  deliver  or  cause  to  be
delivered to the Agent and each Lender a copy of (i) all  regular
or special reports or effective registration statements which any
Borrower, or any Subsidiary of any Borrower shall file  with  the
U.S.   Securities  and  Exchange  Commission  (or  any  successor
thereto)  or  any  securities exchange, (ii) all  reports,  proxy
statements,    financial   statements   and   other   information
distributed by any Borrower or any Subsidiary of any Borrower  to
all  its stockholders, bondholders or the financial community  in
general,  and (iii) any written reports submitted to any Borrower
or  any Subsidiary of any Borrower by independent accountants  in
connection  with  any  annual, interim or special  audit  of  the
financial  statements of any Borrower or any of its Subsidiaries,
and  (iv) all annual attorneys' letters to Borrower's independent
certified public accountants.

      (g)   Further  Information.  Each  Borrower  will  promptly
furnish  or  cause to be furnished to the Agent and  each  Lender
such  other information and in such form as any of the  Agent  or
any Lender may reasonably request.

      (h)  Notice of Event of Default. Promptly upon, but in  any
event  within 5 Business Days after, an executive officer of  any
Borrower  becoming aware of any Event of Default or Default  such
Borrower  shall  give the Agent notice thereof, together  with  a
written  statement  of  its  Chief  Executive  Officer  or  Chief
Financial  Officer  setting forth the  details  thereof  and  any
action with respect thereto taken or contemplated to be taken  by
such Borrower.

      (i)  Notice of Material Adverse Effect.  Promptly upon, but
in  any  event within 5 Business Days after, an executive officer
of  any Borrower becoming aware thereof, such Borrower shall give
the  Agent  notice of any development or other information  which
could have a Material Adverse Effect.

      (j)  Notice of Material Proceedings.  Promptly upon, but in
any  event within 5 Business Days after, an executive officer  of
any Borrower becoming aware thereof, such Borrower shall give the
Agent  notice  of the commencement, existence or  threat  of  any
proceeding by or before any Official Body or by any other  Person
against  or  affecting such Borrower or any of  its  Subsidiaries
which, if adversely decided, could have a Material Adverse Effect
or could reasonably be expected to result in a Borrower or any of
its  Subsidiaries incurring expenses or other liabilities  in  an
amount in excess of $250,000 in any one instance.

      (k)   Visitation.  Each Borrower and its Subsidiaries shall
permit  such persons as the Agent or any Lender may designate  to
visit  and  inspect  at any time any of the  properties  of  such
Borrower,  Subsidiary or Trust, to examine its books and  records
and take copies and extracts therefrom and to discuss its affairs
with   its  officers,  employees,  banking  and  other  financial
institutions,  and  independent  accountants,  as  well  as  make
available such information and records as the Agent or any Lender
may  request,  with  prior knowledge of  one  or  more  executive
officers at such times and as often as the Agent or a Lender  may
request,  including,  without  limitation,  field  audits  to  be
conducted  by accountants selected by Lenders.  Without  limiting
the  foregoing, each Borrower and its Subsidiaries  shall  permit
such Persons as the Agent may designate to visit and inspect  the
Land  Under Development and other construction activities of each
such  Borrower and its Subsidiaries once per calendar quarter  or
more  often  as  Lenders may determine in their  sole  discretion
exercised   in  a  commercially  reasonable  manner,  each   such
inspection  to  be  at Borrowers' sole cost  and  expense.   Each
Borrower  and  its Subsidiaries hereby authorizes such  officers,
employees,   banking  and  other  financial   institutions,   and
independent accountants to discuss with the Agent or any  of  the
Lenders  the affairs of the Borrowers and their Subsidiaries,  as
well  as make available such information and records as the Agent
or  any  Lender  may  request.  On or before  the  Closing  Date,
Borrowers and their Subsidiaries shall deliver a letter addressed
to  such independent accountants instructing them to comply  with
the provisions of this Section 6.1(k).

      (l)  Notice of Other Material Defaults.  Promptly upon, but
in  any  event no later than 5 Business Days after, an  executive
officer of any Borrower or any of its Subsidiaries becoming aware
of   any  material  default  by  any  Borrower  or  any  of   its
Subsidiaries  or any Trust under any agreement or  instrument  to
which  it  or by which it or any of its properties may be  bound,
such  Borrower shall give the Agent notice thereof, together with
a  written  statement  of the Chief Executive  Officer  or  Chief
Financial  Officer  of such Borrower setting  forth  the  details
thereof,  if such agreement or instrument or the consequences  of
such default or claim are material to the business, operations or
financial condition of the enterprise comprised of Borrowers  and
their  Subsidiaries  taken as a whole  or  any  Borrower  or  any
Subsidiary of any Borrower or any Trust.

     (m)  Pension Plans and Welfare Plans.  Promptly upon, but in
any  event within five Business Days after, an executive  officer
of  any  Borrower  becoming aware of any of the  following,  such
Borrower shall give the Agent notice thereof; the occurrence of a
Reportable Event with respect to any Pension Plan; the filing  of
a  notice  of intent to terminate a Pension Plan by any Borrower,
any  Subsidiary,  or  any  ERISA Affiliate;  the  institution  of
proceedings to terminate a Pension Plan by the PBGC or any  other
Person which, if such proceedings are instituted with respect  to
an  ERISA  Affiliate, could have a Material Adverse  Effect;  the
withdrawal  in a "complete withdrawal" or a "partial  withdrawal"
as  defined  in  Sections  4203 and 4205,  respectively,  by  any
Borrower,  any Subsidiary of any Borrower or any ERISA  Affiliate
(to  the  extent  such withdrawal could have a  Material  Adverse
Effect) from any Multiemployer Plan; the failure of any Borrower,
any  Subsidiary of any Borrower or any ERISA Affiliate to make  a
required  contribution  to any Pension Plan  including,  but  not
limited to, any failure to pay an amount sufficient to give  rise
to a Lien under Section 302(f) of ERISA; the taking of any action
with  respect  to  a  Pension  Plan which  could  result  in  the
requirement that any Borrower, any Subsidiary of any Borrower, or
any  ERISA Affiliate furnish a bond or other security to the PBGC
or such Pension Plan; the occurrence of any event with respect to
any  Pension  Plan  which could result in the incurrence  by  any
Borrower,  any Subsidiary of any Borrower or any ERISA  Affiliate
of  any  liability, fine or penalty which is material in  amount;
the  establishment of a new plan subject to ERISA or an amendment
to  any  existing plan subject to ERISA which will  result  in  a
material increase in contributions or benefits under such plan or
the  incurrence  of any material increase in the liability  of  a
Borrower  or  any  Subsidiary  of  any  Borrower  (or  any  ERISA
Affiliate to the extent there is joint and several liability with
a Borrower or any Subsidiary of any Borrower), including, but not
limited to, plans providing welfare benefits to retirees.

      VI.2  Preservation of Existence and Franchises.  Except  to
the  extent permitted under Section 7.1 herein, each Borrower and
its  Subsidiaries shall maintain its corporate existence,  rights
and  franchises  in full force and effect in its jurisdiction  of
incorporation. Each Borrower and its Subsidiaries  shall  qualify
and   remain   qualified  as  a  foreign  corporation   in   each
jurisdiction  where  required  by the  nature  of  such  entity's
business.

      VI.3   Payment and Performance of Obligations.  (a) Subject
to  paragraph  (b)  of  this Section 6.3 each  Borrower  and  its
Subsidiaries and each Trust shall (i) perform, pay and  discharge
or  cause  to  be  paid  and  discharged  all  its  Indebtedness,
including, without limitation, all the Obligations, as  and  when
due  and payable, and (ii) pay and discharge or cause to be  paid
and  discharged  promptly all (A) Charges imposed  upon  it,  its
income  and  profits, or any of its property (real,  personal  or
mixed), and (B) lawful claims for labor, materials, supplies  and
services or otherwise before any thereof shall become in default.

      (b)   Each  Borrower and its Subsidiaries may  contest,  by
proper  legal actions or proceedings, the validity or  amount  of
any  Indebtedness referred to in Section 6.3(a) (i)  (other  than
the  Obligations) or any Charges, Liens or claims  arising  under
Section   6.3(a)(ii)   (other  than   those   relating   to   the
Obligations), provided that such Borrower gives the Agent advance
notice of its intention to contest the validity or amount of  any
such Indebtedness, Charge, Lien or claim, and that at the time of
commencement  of any such action or proceeding,  and  during  the
pendency thereof (i) no Default or Event of Default arising  from
the  failure  to pay a Charge, Indebtedness, Lien or claim  shall
have  occurred  and be continuing (provided that  no  Default  or
Event  of Default arising solely from any such failure to pay  or
discharge  shall be deemed to exist if the Borrowers comply  with
the  terms of clauses (ii) through (vii) in this Section 6.3(b));
(ii) adequate reserves with respect thereto are maintained on the
books  of  such  Borrower or its Subsidiary,  as  applicable,  in
accordance  with  GAAP, (iii) such contest  operates  to  suspend
collection  of the contested Indebtedness, Charges or claims  and
is  maintained  and prosecuted continuously with diligence;  (iv)
none  of  the  assets of such Borrower having an  aggregate  fair
market value in excess of $100,000 would be subject to forfeiture
by  reason of the institution or prosecution of such contest; (v)
no Lien shall exist for such Charges or claims during such action
or  proceeding; (vi) such Borrower or its Subsidiary, as the case
may   be,   shall  promptly  pay  or  discharge  such   contested
Indebtedness,  Charges  and  all  additional  charges,  interest,
penalties  and expenses, if any, and shall deliver to  the  Agent
evidence  acceptable to the Agent of such compliance, payment  or
discharge,   if  such  contest  is  terminated  or   discontinued
adversely to such Borrower or its Subsidiary, as the case may be;
and  (vii)  the  Agent  has  not advised  such  Borrower  or  its
Subsidiary  in  writing that the Agent reasonably  believes  that
nonpayment or nondischarge thereof could have a Material  Adverse
Effect.   Notwithstanding  clause  (v)  above,  with  respect  to
mechanics'  liens and/or real estate taxes, a Lien may  exist  so
long as Borrowers either (A) maintain with Agent (for the benefit
of   Lenders)   a  deposit  of  cash  or  negotiable   securities
satisfactory  to Lenders in an amount sufficient,  as  reasonably
determined  by  Lenders,  to  pay  and  discharge  or  to  assure
compliance with the matter under contest in the event of a  final
determination thereof adverse to Borrowers, or (B)  obtain  title
insurance  coverage  over such Lien on the  Policy  with  respect
thereto.   Borrowers  agree to prosecute and  contest  such  Lien
diligently  and  by  appropriate  legal  proceedings  which  will
prevent the enforcement of the matter under contest and will  not
impair  the Lien of the Security Documents or interfere with  the
normal  conduct  of  business on the subject real  property.   On
final  disposition  of such contest, any cash  or  securities  in
Agent's  possession  not required to pay or discharge  or  assure
compliance  with  the  matter  contested  shall  be  returned  to
Borrowers without interest.

     VI.4  Financial Accounting Practices.  Each Borrower and its
Subsidiaries  shall  make and keep books,  records  and  accounts
which,  in  reasonable detail, accurately and fairly reflect  its
transactions and dispositions of its assets and maintain a system
of  internal accounting controls sufficient to provide reasonable
assurances that (a) transactions are executed in accordance  with
management's  general or specific authorization, (b) transactions
are  recorded as necessary (i) to permit preparation of financial
statements   (other   than  monthly  financial   statements)   in
conformity  with  GAAP  and (ii) to maintain  accountability  for
assets, (c) access to assets is permitted only in accordance with
management's  general  or  specific  authorization  and  (d)  the
recorded  accountability for assets is compared with the existing
assets  at reasonable intervals and appropriate action  is  taken
with respect to any differences.

       VI.5   Compliance  with  Laws.   Each  Borrower  and   its
Subsidiaries   shall   comply  with  all  applicable   Laws   and
requirements (including but not limited to ERISA, the  Code,  and
any  applicable tax Law, product safety Law, occupational  safety
or health Law, and Environmental Law) in all respects.

     VI.6  Government Authorizations, etc.  Each Borrower and its
Subsidiaries shall at all times obtain and maintain in force  all
authorizations,  consents, approvals,  licenses,  exemptions  and
other   actions   by,  and  all  registrations,   qualifications,
designations, declarations and other filings with,  any  Official
Body  necessary in connection with (i) the execution and delivery
of  this  Agreement,  the Note and/or the other  Loan  Documents,
consummation  of the transactions herein or therein contemplated,
performance of or compliance with the terms and conditions hereof
or thereof or to ensure the legality, validity and enforceability
hereof  or  thereof or (ii) the ownership and  operation  of  the
properties  of any Borrower, any Subsidiary of any  Borrower  and
any Trust and the conduct of their respective business.

      VI.7   Maintenance of Properties.  Each  Borrower  and  its
Subsidiaries  shall at all times maintain, preserve  and  protect
all  of  its patents, trademarks, service marks, and trade names,
and  maintain  or cause to be maintained in good repair,  working
order  and condition (ordinary wear and tear alone excepted)  the
properties  used or useful in its business and now  or  hereafter
owned,  leased  or otherwise possessed by it and  shall  make  or
cause  to  be  made  all  needful and proper  repairs,  renewals,
replacements  and improvements thereto consistent  with  industry
practices so that the business carried on in connection therewith
may be properly and advantageously conducted at all times.

      VI.8   Insurance.   (a) Each Borrower,  Subsidiary  of  any
Borrower  and  Trust  shall,  at  their  expense,  maintain   the
following insurance with good and responsible insurance companies
reasonably satisfactory to the Lenders:

      (i)   comprehensive all risk insurance on their  respective
assets,  including, without limitation, the improvements and  all
personal  property in any Project, including contingent liability
from  operation of building laws, demolition costs and  increased
cost  of construction endorsements, in each case (i) in an amount
equal  to 100% of the "Full Replacement Cost," which for purposes
of  this Agreement shall mean actual replacement value (exclusive
of  costs of excavations, foundations, underground utilities  and
footings) with a waiver of depreciation, but the amount shall  in
no event be less than the aggregate outstanding principal balance
of  the  Note; (ii) containing an agreed amount endorsement  with
respect  to  the improvements and personal property  waiving  all
co-insurance  provisions; (iii) providing for  no  deductible  in
excess  of  $50,000;  and (iv) containing an  "Ordinance  or  Law
Coverage" or "Enforcement" endorsement if any of the improvements
or  the  use  of  any real property shall at any time  constitute
legal  non-conforming structures or uses.  The  Full  Replacement
Cost  shall  be  redetermined from time to  time  (but  not  more
frequently than once in any twelve (12) calendar months)  at  the
request of a Lender by an appraiser or contractor designated  and
paid  by Borrowers and approved by Lenders, or by an engineer  or
appraiser in the regular employ of the insurer.  After the  first
appraisal,  additional  appraisals may be based  on  construction
cost  indices customarily employed in the trade.  No omission  on
the  part  of  the  Agent  or  any Lender  to  request  any  such
ascertainment shall relieve Borrowers of any of their obligations
under  this Subsection.  In addition, Borrowers shall obtain  (y)
flood  hazard  insurance if any portion of  the  improvements  is
currently  or  at any time in the future located in  a  federally
designated   "special  flood  hazard  area,"  or   as   otherwise
reasonably  required by Lenders and (z) earthquake  insurance  in
amounts and in form and substance satisfactory to Lenders in  the
event  a  parcel  is located in an area with  a  high  degree  of
seismic activity, provided that the insurance pursuant to clauses
(y)  and  (z)  hereof  shall  be on  terms  consistent  with  the
comprehensive  all  risk  insurance policy  required  under  this
Subsection 6.8(a)(i) except that the deductible on such insurance
shall  not be in excess five percent (5%) of the appraised  value
of any such Project;

      (ii)  commercial general liability insurance against claims
for  personal  injury, bodily injury, death  or  property  damage
occurring  upon, in or about any real property owned,  leased  or
occupied by any Borrower, any Subsidiary of any Borrower  or  any
Trust,  such  insurance  (i) to be on the so-called  "occurrence"
form  with  a  combined single limit of not less than $1,000,000;
(ii)  to  continue  at  not less than the aforesaid  limit  until
required to be changed by Lenders in writing by reason of changed
economic conditions making such protection inadequate; and  (iii)
to  cover  at  least  the  following hazards:  (1)  premises  and
operations; (2) products and completed operations on an "if  any"
basis;  (3)  independent  contractors;  (4)  blanket  contractual
liability for all written and oral contracts; and (5) contractual
liability covering the indemnities contained in this Agreement to
the extent the same is available;

      (iii)     business income and rent loss insurance (i)  with
loss  payable to Agent for the benefit of Lenders; (ii)  covering
all risks required to be covered by the insurance provided for in
Subsection  6.8(a)(i);  (iii) containing an  extended  period  of
indemnity endorsement which provides that after the physical loss
to  the improvements and personal property has been repaired, the
continued loss of income will be insured until such income either
returns  to  the same level it was at prior to the loss,  or  the
expiration  of  twelve (12) months from the  date  of  the  loss,
whichever  first occurs, and notwithstanding that the policy  may
expire  prior  to the end of such period; and (iv) in  an  amount
equal to 100% of the projected gross income from the Projects for
a  period  of  twelve (12) months.  The amount of  such  business
income insurance shall be determined prior to the date hereof and
at least once each year thereafter based on Borrowers' reasonable
estimate   of  their  Consolidated  Net  Income.   All  insurance
proceeds  payable to Agent pursuant to this Subsection  shall  be
held  by Agent and shall be applied to the Obligations; provided,
however, that nothing herein contained shall be deemed to relieve
Borrowers  of  their  obligations to pay the Obligations  on  the
respective  dates of payment provided for in the Note  except  to
the extent such amounts are actually paid out of the proceeds  of
such business income insurance;

      (iv)  at  all  times during which structural  construction,
repairs  or  alterations  are being  made  with  respect  to  any
improvements  (i)  owner's  contingent  or  protective  liability
insurance  covering claims not covered by or under the  terms  or
provisions  of  the above mentioned commercial general  liability
insurance  policy;  and  (ii)  the  insurance  provided  for   in
Subsection  6.8(a)(i)  written  in  a  so-called  builder's  risk
completed  value form (1) on a non-reporting basis,  (2)  against
all  risks insured against pursuant to Subsection 6.8(a)(i),  (3)
including permission to occupy such real property, and  (4)  with
an agreed amount endorsement waiving co-insurance provisions;

      (v)  workers' compensation, subject to the statutory limits
of  the State of Illinois and employer's liability insurance  (i)
with  a limit per accident and per disease per employee, and (ii)
in  an  amount for disease aggregate in respect of  any  work  or
operations of the Borrowers, in each case reasonably required  by
Lenders;

      (vi)  comprehensive  boiler  and  machinery  insurance,  if
applicable, in amounts as shall be reasonably required by Lenders
on   terms  consistent  with  the  commercial  general  liability
insurance policy required under Subsection 6.8(a)(ii);

     (vii)     umbrella liability insurance in an amount not less
than  $10,000,000.00 per occurrence on terms consistent with  the
commercial  general  liability insurance  policy  required  under
Subsection 6.8(a)(ii);

     (viii)    motor vehicle liability coverage for all owned and
non-owned   vehicles,  including  rented  and   leased   vehicles
containing minimum limits per occurrence of $3,000,000  including
any umbrella liability coverage; and

      (ix)  such  other insurance, including, without limitation,
host  liquor liability insurance, and in such amounts as  Lenders
or Lenders' insurance consultant from time to time may reasonably
request  against such other insurable hazards which at  the  time
are  commonly  insured against for Persons engaged in  businesses
similar to Borrowers.

      (b)   All  insurance provided for in Subsection 6.8  hereof
shall  be  obtained  under  valid and enforceable  policies  (the
"Insurance Policies" or in the singular, the "Insurance Policy"),
and  shall  be subject to the approval of Lenders as to insurance
companies, amounts, forms, deductibles, loss payees and insurers.
The  Insurance Policies shall be issued by financially sound  and
responsible insurance companies authorized to do business in  the
states in which Borrowers, Borrowers' Subsidiaries and the Trusts
conduct business and approved by Lenders.  Each insurance company
must  have  a  rating of "A" or better for claims rating  ability
assigned by Standard & Poor's Ratings Group (the "Rating Agency")
or,  if  the  Rating  Agency does not assign a  rating  for  such
insurance  company, such insurance company must  have  a  general
policy  rating  of A or better and a financial  class  of  XV  or
better  by  A.M. Best Company, Inc. (each such insurer  shall  be
referred  to  below  as  a "Qualified Insurer").   The  Insurance
Policies described in Subsection 6.8(a) shall designate Agent  as
loss  payee.   Not  less  than thirty  (30)  days  prior  to  the
expiration dates of the Insurance Policies theretofore  furnished
to  Lenders pursuant to this Section 6.8, certified copies of the
Insurance  Policies  marked  "premium  paid"  or  accompanied  by
evidence  satisfactory to Lenders of payment of the premiums  due
thereunder  (the  "Insurance Premiums"), shall  be  delivered  by
Borrowers  to  Lenders; provided, however, that in  the  case  of
renewal  Insurance Policies, Borrowers may furnish  Lenders  with
binders  therefor  to  be  followed  by  the  original  Insurance
Policies when issued.

      (c)  Borrowers shall not obtain (1) any umbrella or blanket
liability or casualty Insurance Policy unless, in each case, such
Insurance Policy is approved in advance in writing by Lenders and
Lenders'  and/or Agent's interest is included therein as provided
in  this  Agreement  and  such Policy is issued  by  a  Qualified
Insurer,  or  (ii)  separate  insurance  concurrent  in  form  or
contributing  in  the event of loss with that  required  in  this
Section  6.8  to  be  furnished by, or which  may  be  reasonably
required  to be furnished by, Borrowers.  In the event  Borrowers
obtain  separate insurance or an umbrella or a blanket  Insurance
Policy,  Borrowers  shall notify Lenders of the  same  and  shall
cause  certified copies of each Insurance Policy to be  delivered
as  required  in this Section 6.8.  Any blanket Insurance  Policy
shall  (a) specifically allocate to each parcel of real property,
on  an individual basis, the amount of coverage from time to time
required  hereunder or (b) be written on an occurrence basis  for
the  coverages required hereunder with a limit per occurrence  in
an  amount equal to the amount of coverage required hereunder and
shall  otherwise provide the same protection as would a  separate
Insurance Policy insuring such parcel, on an individual basis, in
compliance with the provisions of this Section 6.8.

      (d)  All policies of insurance provided for or contemplated
by  this  Section 6.8, except for the Insurance Policy referenced
in  Subsection 6.8(a)(v), shall name Agent, Lenders and Borrowers
as  the  insured  or  additional  insured,  as  their  respective
interests may appear, and in the case of property damage,  boiler
and  machinery, flood and earthquake insurance, shall  contain  a
so-called New York standard non-contributing mortgagee clause  in
favor  of  Agent  providing, that the loss  thereunder  shall  be
payable to Agent for the benefit of Lenders.

      (e)   All Insurance Policies provided for in Section 6.8(a)
shall contain clauses or endorsements to the effect that:

     (i)  no act or negligence of any Borrower, any Subsidiary of
any Borrower, any Trust, or anyone acting for any of them, or  of
any  tenant  under  any lease or other occupant,  or  failure  to
comply  with  the provisions of any Insurance Policy which  might
otherwise  result in a forfeiture of the insurance  or  any  part
thereof,  shall  in any way affect the validity or enforceability
of the insurance insofar as Agent and Lenders are concerned;

      (ii)  the Insurance Policy shall not be materially  changed
(other  than  to  increase  the  coverage  provided  thereby)  or
cancelled  without  at least 30 days' written  notice  to  Agent,
Lenders and any other party named therein as an insured;

      (iii)      each  Insurance Policy shall  provide  that  the
issuers thereof shall give written notice to Agent and Lenders if
the  Insurance Policy has not been renewed thirty (30) days prior
to its expiration; and

      (iv)  Neither Agent nor any Lender shall be liable for  any
insurance   premiums  thereon  or  subject  to  any   assessments
thereunder.

     (f)  Borrowers shall furnish to Lenders, on or before thirty
(30) days after the close of Sundance's Fiscal Years, a statement
certified  by Borrowers or a duly authorized officer of Borrowers
of the amounts of insurance maintained in compliance herewith, of
the  risks covered by such insurance and of the insurance company
or  companies  which carry such insurance and,  if  requested  by
Agent  or  any  Lender,  verification of  the  adequacy  of  such
insurance   by  an  independent  insurance  broker  or  appraiser
acceptable to Lenders.

      (g)  If at any time Agent and Lenders are not in receipt of
written evidence that all insurance required hereunder is in full
force  and  effect,  Lenders shall have the right  to  take  such
action  as  Lenders deems necessary to protect their interest  in
the   Collateral,  without  limitation,  the  obtaining  of  such
insurance  coverage  as  Lenders in their  sole  discretion  deem
appropriate, and all expenses incurred by Lenders and/or Agent in
connection  with such action or in obtaining such  insurance  and
keeping  it  in effect shall be paid by Borrowers to Lenders  and
Agent,  as the case may be, upon demand and until paid  shall  be
secured by this Agreement and the other Loan Documents and  shall
bear  interest  at the rate of interest per annum  equal  to  the
Prime Rate plus 3.5% until paid.  Lenders shall deliver notice to
Borrowers that they have taken or will take such action.

      (h)  In case of loss or damage by fire or other casualty to
any  Project or other Collateral, or condemnation of all  or  any
part  of any Project, insurance or condemnation proceeds, as  the
case may be, shall be applied as and for a prepayment on the Note
(whether  or  not  the  same is then due or otherwise  adequately
secured);  provided,  however, that if upon such  prepayment  the
Borrowers   shall  then  have  the  right  hereunder  to   obtain
additional Loans pursuant to the provisions hereof, Borrowers may
request  such  prepayment be readvanced to one  or  more  of  the
Borrowers.   Unless otherwise directed in writing by Lenders,  in
the  event  of  damage or destruction of a Project or  any  other
Collateral, or condemnation of all or any portion of  a  Project,
Borrowers shall rebuild, repair, replace or restore such  Project
or  other Collateral to the extent such insurance or condemnation
proceeds are made available to do so hereunder or pursuant to the
applicable Mortgage, as the case may be.

Schedule  6.8 hereto lists all insurance currently maintained  by
each Borrower, its Subsidiaries and/or any Trust, together with a
summary of the terms of such insurance.

      VI.9   Agreements.  Each Borrower and its Subsidiaries  and
each  Trust shall perform, within any required time period (after
giving  effect  to  any  applicable grace periods),  all  of  its
obligations and enforce all of its rights under each agreement to
which  it  is a party, including, without limitation,  collective
bargaining  agreements and leases to which any such  Borrower  or
its  Subsidiaries or a Trust is a party.  Each Borrower  and  its
Subsidiaries and each Trust shall not terminate or modify in  any
manner  adverse to any such Borrower or its Subsidiaries  or  any
Trust any provision of any agreement to which it is a party which
termination or modification could have a Material Adverse Effect.

      VI.10       Banking  Relationship.  Each Borrower  and  its
Subsidiaries  and each Trust shall maintain all of  its  deposit,
investment  and  disbursement accounts  only  with  the  Lenders.
Borrowers  agree  to  use  their best efforts  to  at  all  times
maintain an equal amount of deposits with each Lender.

      VI.11     Date Down Endorsements.  Within ten (10) days  of
the  end of each calendar quarter, Borrowers shall, at their sole
cost  and  expense, cause the Title Insurer to issue to  Agent  a
date  down  endorsement  with respect to each  Policy  previously
issued  to  Agent  by  the Title Insurer  with  respect  to  each
Project,  which  date down endorsement will  establish  that  the
insurance  in  favor of Agent under the original  Policy  remains
effective on the same terms and conditions as of the end of  such
calendar quarter and that there are no exceptions to title  other
than Permitted Exceptions.

      VI.12     Maurice Sanderman.  At all times until his  death
or  permanent  disability, Maurice Sanderman shall serve  as  the
Chairman  and  Chief  Executive  Officer  of  Sundance,  devoting
substantially  all  of  his business time and  attention  to  the
Borrowers;  provided,  however, that, in  the  event  of  Maurice
Sanderman's death or permanent disability, Sundance shall, within
sixty  (60)  days  from the date of such occurrence,  employ  and
elect  another person as Chairman and Chief Executive Officer  of
Sundance, which person must be acceptable to the Lenders in their
sole discretion.

     VI.13     Olympia Development Company.  Sundance shall cause
ODC  to  remain inactive and to maintain assets of not more  than
$10,000.00

      VI.14     Ticor.  Each Borrower and its Subsidiaries  shall
close  the sale of any home, condominium, townhome or Unit  owned
by  such Borrower and/or any of its Subsidiaries and/or any Trust
only  through  the  Title Insurer acting as disbursing  agent  or
escrow agent in connection with such sale in accordance with  the
terms of the Disbursement Agreement.

      VI.15      Kaco.   Borrowers shall cause SK to  deliver  to
Agent   (together  with  any  Standard  Notice   requesting   the
disbursement of Loan and/or the issuance of a Letter  of  Credit)
and  to  the Title Insurer (prior to the closing of a sale  of  a
Sold  Home  located on the Kaco Real Property) sworn owner's  and
contractor's  statements  relating to  the  development  of  such
Project.

      VI.16      Appraisals.  Borrowers, at their sole  cost  and
expense,  shall provide Agent and Lenders (a) with Appraisals  on
each  parcel of real property constituting Collateral when  Agent
or  the  Lenders  reasonably determine that a material  financial
change has occurred with respect to the Borrowers and/or (b) with
an  Appraisal  on  a parcel of real property when  Agent  or  the
Lenders reasonably determine that a material financial change has
occurred with respect to a particular parcel of real property.

      VI.17  Condominiums.  As to each Approved Loft Project, the
following covenants shall apply:

           (a)  The property report, if any, required by the City
     Ordinance ("Property Report") for each such Project  subject
     to  conversion  has been or will be prepared  in  accordance
     with  the  requirements of the City Ordinance and all  sales
     and  marketing  activity has been and will be  conducted  in
     accordance  with the provisions of the Condominium  Act  and
     City Ordinance.

          (b)  No Unit shall be offered for sale unless and until
     a Property Report, if applicable, together with all exhibits
     thereto has been delivered and reviewed by Lenders.  Lenders
     and  their counsel shall have the right to approve the  form
     of  Unit  sales contract, Condominium Declaration, terms  of
     sale  and  sales prices for the Units, none of  which,  once
     approved,  shall be modified without Lenders' prior  written
     consent.

           (c)   Borrowers shall comply in all respects with  the
     Condominium  Act and City Ordinance in connection  with  the
     marketing and sales of Units and each Conversion.

            (d)    All  earnest  money  deposits  received   from
     purchasers  of  Units  shall be  deposited  in  escrow  with
     Lenders.

           (e)  Upon a Conversion, the Borrowers shall cause  the
     condominium  association created thereby to be  operated  in
     accordance  with the provisions of the Condominium  Act  and
     shall  cause the board of managers to administer such parcel
     in accordance with the requirements of the Condominium Act.

           (f)  Borrowers shall not have the right to convert  to
     condominium any real property until a minimum of twenty-five
     (25%)  of  the Units in such Conversion property  constitute
     Sold Homes, and the sale of all such Units are closed at one
     time  pursuant to a mass closing procedure (which may  occur
     over   the   course   of  thirty  (30)   consecutive   days)
     satisfactory to Lenders.

           (g)  Borrowers will comply with the provisions of  the
     Condominium Act and the Condominium Declaration  as  to  the
     payment  of  maintenance  fees and assessments  due  to  any
     applicable condominium association.

           (h)  Borrowers will not vote to withdraw  all  or  any
     portion   of  the  Project  from  the  provisions   of   the
     Condominium  Act,  without  the prior  written  approval  of
     Lenders.

            (i)   Borrowers  will  not  vote  to  distribute  any
     insurance  proceeds  subject to the  administration  by  the
     association to the Unit owners thereof, but will  distribute
     such proceeds in the manner provided herein.

     VI.18  Supplemental Disclosure.  From time to time as may be
necessary  (in  the event that such information is not  otherwise
delivered  by  any  Borrower or its Subsidiaries  to  the  Lender
pursuant  to  this Agreement), so long as there  are  Obligations
outstanding,  each  Borrower and/or  its  Subsidiaries  will,  as
promptly  as  is  reasonable under the  circumstances  after  any
executive  officer  of  a  Borrower has  knowledge  with  respect
thereto, and at least quarterly, supplement or amend and  deliver
to  the Agent and/or the Lenders, as applicable, each Schedule or
representation  herein  with  respect  to  any  matter  hereafter
arising  which,  if existing or occurring at  the  date  of  this
Agreement, would have been required to be set forth or  described
in  such  Schedule  or  representation as an  exception  to  such
representation  or which is necessary to correct any  information
in  such  Schedule  or  representation which  has  been  rendered
inaccurate thereby.


                          ARTICLE VII
                       NEGATIVE COVENANTS


      Each  Borrower jointly and severally covenants to the Agent
and  each  Lender  as follows, unless the Lenders  jointly  shall
otherwise consent in writing:

       VII.1    Mergers,  Etc.   No  Borrower  nor  any  of   its
Subsidiaries shall directly or indirectly, by operation of law or
otherwise,   merge  with,  consolidate  with,  acquire   all   or
substantially all of the assets or Capital Stock of, or otherwise
combine   with,  any  Person  nor  create  or  acquire  any   new
Subsidiary;  provided, however, that an Operating Subsidiary  may
merge   with  or  into  or  consolidate  with  another  Operating
Subsidiary,  subject to receipt by the Agent of  30  days'  prior
written  notice of such combination and further provided  that  a
merger or consolidation between Operating Subsidiaries may  occur
only  if  the assets of such successor corporation are  free  and
clear  of  all  Liens  other  than  Permitted  Encumbrances.   No
Borrower  nor  any  Subsidiary of any Borrower  shall  be  a  co-
beneficiary  of  a  Trust with any other  Person  nor  shall  any
Borrower  or  any  Subsidiary of any Borrower  permit  any  other
Person to possess the power of direction with respect to a  Trust
(other than pursuant to the Security Documents).

     VII.2  Investments; Loans and Advances.  No Borrower nor any
of  its  Subsidiaries shall make, retain or have  any  investment
(other than Permitted Investments) in, or make or accrue loans or
advances to any Person, through the direct or indirect holding of
securities  or otherwise; provided, however, that Sundance  shall
be  permitted hereunder to make one or more investments in any of
the Operating Subsidiaries in the form of a cash contribution  to
the capital of such Operating Subsidiary.

      VII.3   Indebtedness.  (a)  Except as  otherwise  expressly
permitted  by  this  Section 7.3, no  Borrower  nor  any  of  its
Subsidiaries nor any Trust shall create, incur, assume or  permit
to  exist any Indebtedness, whether recourse or nonrecourse,  and
whether  superior  or junior, resulting from  borrowings,  loans,
advances or the granting of credit, whether secured or unsecured,
except  (i)  the Loans, Letters of Credit and other  Obligations,
(ii)  trade credit incurred to acquire goods, supplies, services,
including  without limitation, obligations incurred to  employees
for compensation for services rendered in the ordinary course  of
business,  or  merchandise on terms similar to those  granted  to
purchasers  in  similar lines of business  as  such  Borrower  or
Subsidiary of a Borrower and incurred in the ordinary and  normal
course  of business, (iii) lease payment obligations under leases
which such Borrower or Subsidiary of a Borrower is not prohibited
from  entering  into  pursuant to  the  terms  hereof,  (iv)  all
deferred  taxes,  (v) the Shareholder Notes,  (vi)  all  unfunded
pension   and   other  employee  benefit  plan  obligations   and
liabilities but only to the extent they are permitted  to  remain
unfunded under applicable law and only to the extent, in the case
of  the  "amount  of  unfunded benefit liabilities"  (within  the
meaning  of  Section 4001(a)(18) of ERISA) under any  ERISA  Plan
(other  than  any  Multiemployer Plan), such amount  of  unfunded
benefit  liabilities does not exceed $100,000  as  of  any  date,
(vii)  the  Bonds; (viii) the Non-Recourse Indebtedness consented
to  by  each Lender and Agent; (ix) the Indebtedness  of  SAR  as
general partner of SK for the recourse obligations of SK and  (x)
Subordinated Debt; provided, however, that all Subordinated  Debt
shall be unsecured unless the Lenders consent to the grant of any
security  for any such Subordinated Debt on terms and  conditions
designated by the Lenders, which terms and conditions and consent
shall be in the Lenders sole and absolute discretion.

     VII.4  Capital Structure.  (a) No Operating Subsidiary shall
issue or agree to issue any of its respective authorized but  not
outstanding shares of Capital Stock (including treasury shares).

       (b)   Sundance  shall  not issue or have  outstanding  any
Disqualified Capital Stock or any Preferred Stock.

      VII.5  Transactions with Affiliates.  No Borrower shall  or
permit any of its Subsidiaries to enter into or be a party to any
transaction  with  any  Affiliate of  such  Borrower,  except  as
(a)  not  prohibited by this Agreement and (b) otherwise  in  the
ordinary course of and pursuant to the reasonable requirements of
such  Borrower's  or  Borrower's Subsidiary's business,  provided
such transaction is upon fair and reasonable terms that are fully
disclosed to the Agent and are no less favorable to such Borrower
or  Subsidiary  of  a  Borrower  than  would  be  obtained  in  a
comparable  arm's  length  transaction  with  a  Person  not   an
Affiliate of such Borrower or Subsidiary of a Borrower;  provided
further that none of the Agent and the Lenders shall be deemed an
Affiliate  of any Borrower or any Subsidiary of any Borrower  for
purposes of this covenant.

      VII.6  Guaranteed Indebtedness.  No Borrower nor any of its
Subsidiaries  nor  any land trust in which any  Borrower  or  any
Subsidiary of any Borrower owns a beneficial interest shall incur
or  permit  to  exist  any  Guaranteed  Indebtedness,  except  as
disclosed in Schedule 4.26.

      VII.7  Liens.  No Borrower nor any of its Subsidiaries  nor
any  Trust  shall  create, permit or suffer to  exist,  and  each
Borrower,  its  Subsidiaries  and such  Trusts  will  defend  its
properties  and assets against and take such other action  as  is
necessary to remove, any Lien on any of its properties or assets,
except Permitted Encumbrances.

     VII.8  Cancellation of Indebtedness.  No Borrower nor any of
its  Subsidiaries shall cancel or release, wholly or partly,  any
claim or debt owing to it, except for reasonable consideration or
in  the ordinary course of business and except that Sundance  may
cancel or release any claim or debt owing to it from an Operating
Subsidiary,  provided that no adverse effect  on  such  Operating
Subsidiary results therefrom.

      VII.9   Events  of Default.  No Borrower  nor  any  of  its
Subsidiaries  nor any Trust shall take any action, which  act  or
omission  would  constitute a material default  or  an  event  of
default  pursuant to, or noncompliance with any  other  contract,
lease,  mortgage, deed of trust or instrument to which  it  is  a
party  or  by which it or any of its property, is bound,  or  any
document creating a Lien.

      VII.10   ERISA.   No  Borrower nor any  Subsidiary  of  any
Borrower  shall directly or indirectly, permit, any condition  to
exist  in  connection  with any Pension  Plan  which  constitutes
grounds  for  the  PBGC  to institute proceedings  to  have  such
Pension Plan terminated or a trustee appointed to administer such
Pension  Plan;  permit,  and not permit any  ERISA  Affiliate  to
permit,  any  failure  to make a required  contribution  if  such
failure is sufficient to give rise to a Lien under Section 302(f)
of  ERISA; and engage in, or permit to exist or occur, or  permit
any  of  its  ERISA Affiliates to permit to exist or  occur,  any
other condition, event or transaction with respect to any Pension
Plan which would result in the incurrence by any Borrower or  any
of  its  Subsidiaries of any liability, fine or penalty which  is
material in amount.

      VII.11  Dispositions of Assets.  Other than in the ordinary
course  of  business or with respect to the public dedication  or
donation of real property required by Law in connection with  the
zoning, annexation or development of any Project of such Borrower
or  Subsidiary  of  such Borrower, no Borrower  nor  any  of  its
Subsidiaries  nor  any Trust shall sell, convey,  assign,  lease,
abandon  or  otherwise  transfer or dispose  of,  voluntarily  or
involuntarily any of its assets (other than obsolete equipment no
longer  used  or  useful  in the conduct of  such  Borrower's  or
Subsidiary's  business)  which  assets  of  all  such  Borrowers,
Subsidiaries and Trusts, individually or in the aggregate had  an
original cost of $100,000 or more.

      VII.12   Continuation  of  or  Change  in  Business.   Each
Borrower and each of its Subsidiaries shall continue to engage in
the business of developing, constructing and selling residential,
single-family for-sale housing (whether attached or detached) and
residential loft condominiums as conducted as of the date  hereof
(provided that, except with respect to Loft Projects, no Borrower
nor  any  Subsidiary  of  any Borrower nor  any  Trust  shall  be
involved in the development, construction or sale of any building
exceeding  three stories) and only in those counties of Illinois,
Indiana and Wisconsin set forth in Schedule 7.12 hereto and shall
not  directly  or indirectly engage in any other  business  which
would  substantially  alter the nature of  its  business  or  its
assets  as conducted on the date hereof; provided, however,  that
Heartland  may engage in the mortgage brokerage business  and  no
other  business.  Notwithstanding the foregoing,  a  Borrower,  a
Subsidiary  of  a  Borrower and/or a Trust  may  be  involved  in
incidental  commercial  real estate development  subject  to  the
limitations contained in the definition of "Project" herein.

      VII.13   Sundance  Consolidated Net Worth.   At  all  times
Sundance's Consolidated Net Worth shall not be less than the  sum
of  Thirty  Three Million Eight Hundred Ninety Five Thousand  and
no/100  Dollars  ($33,895,000.00)  plus  fifty  percent  of   the
Consolidated Net Income for each fiscal quarter ending after  the
date hereof, provided that in calculating Sundance's Consolidated
Net  Worth,  the  Borrowers' Liabilities shall  exclude  (i)  the
Indebtedness  of  SAR as general partner of SK for  the  recourse
obligations  of SK, (ii) the then outstanding Indebtedness  under
the  Shareholder  Notes and (iii) Subordinated Debt  incurred  in
accordance with the terms hereof.

     VII.14     Sundance's Liabilities to Consolidated Net Worth.
At all times, Sundance's ratio of its consolidated Liabilities to
Consolidated  Net Worth shall not be in excess of  1.83  to  1.0,
provided  that  in calculating such ratio during  either  of  the
foregoing  periods, the Borrowers' Liabilities shall exclude  (i)
the Indebtedness of SAR as general partner of SK for the recourse
obligations  of SK, (ii) the then outstanding Indebtedness  under
the  Shareholder Notes, and (iii) Subordinated Debt  incurred  in
accordance with the terms hereof.

      VII.15      Sundance's Liabilities, Bonds  and  Letters  of
Credit to Consolidated Net Worth.  At all times, the ratio of (a)
the sum of (i) Sundance's Liabilities (excluding the Indebtedness
of  SAR as general partner of SK for the recourse obligations  of
SK),  (ii)  the  stated  amount of all  Letters  of  Credit  then
outstanding (less the amount drawn thereunder, if any), and (iii)
the  stated  amount of Bonds then outstanding to (b) Consolidated
Net Worth shall not be greater than 2.75 to 1.0.

      VII.16     Sundance Consolidated Inventory.  At all  times,
the  ratio  of Sundance's consolidated Inventory  to Consolidated
Net Worth shall not exceed the ratio of 2.50 to 1.0.

     VII.17    Speculative Construction.  At all times, Borrowers
shall  not  commence  construction of Spec  Homes  in  an  amount
exceeding  (i)  ten  percent (10%) of all attached  single-family
homes  under  construction  and (ii) ten  percent  (10%)  of  all
detached single-family homes under construction.

      VII.18     Net  Working Capital.  At all times,  Sundance's
consolidated Current Assets minus Sundance's consolidated Current
Liabilities shall not be less than $10,000,000.00

      VII.19     Consolidated Net Income.  For each Fiscal  Year,
Sundance's Consolidated Net Income shall not be less than $1.00.

       VII.20   Use  of  Proceeds.   Notwithstanding  any   other
provision  of this Agreement (including, without limitation,  any
reference  to the incurrence or existence of certain Indebtedness
being  permitted hereunder), no Borrower shall apply or otherwise
use  the  proceeds  of the Loans or Letters of  Credit  hereunder
other than as set forth in Section 4.20 hereof.

      VII.21  Location of Principal Place of Business and Certain
Records.   No  Borrower nor any Subsidiary of  a  Borrower  shall
change  the location of its principle place of business or remove
its  books  and records from the locations set forth in  Schedule
4.2, or keep any of such books and records at any other office(s)
or  location(s) unless (i) such Borrower or Subsidiary gives  the
Agent  written  notice thereof and of the new  location  of  said
books  and  records at least thirty (30) days prior thereto,  and
(ii)  the  other  office  or location is within  the  continental
United States of America.

      VII.22  Name Change.  No Borrower nor any Subsidiary of any
Borrower will change its name, identity or corporate structure in
any  manner unless any such Borrower or Subsidiary has given  the
Agent at least thirty (30) days' prior written notice thereof and
has  taken  all action (or made arrangements to take such  action
substantially simultaneously with such change if it is impossible
to take such action in advance) necessary or reasonably requested
by the Agent.

      VII.23     Restrictions on Future Agreement.  Each Borrower
agrees  that until the Obligations have been fully satisfied,  no
Borrower shall, nor shall permit any of its Subsidiaries  or  any
Trust  to,  without the Agent's prior written  consent  upon  the
joint direction of the Lenders, enter into any agreement which is
inconsistent  with any such Borrower's, Subsidiary's  or  Trust's
Obligations under this Agreement or any other Loan Document,  and
each Borrower further agrees that it will not take any action, or
permit  any action to be taken by others subject to its  control,
including  licensees,  or fail to take any  action,  which  would
affect the validity or enforcement of the rights transferred to a
Lender or the Agent under this Agreement.

       VII.24      Dividends   and  Related  Distributions.    No
Distributions shall be made by Sundance to either the  record  or
beneficial  owners  of the Capital Stock of  Sundance;  provided,
however, that, if no Default or Event of Default shall then exist
or  be  created thereby, Sundance may make Distributions  to  the
record  owners of its Capital Stock in any Fiscal Year,  provided
that  the aggregate amount of such Distributions shall not exceed
fifty  percent  of  Sundance's Consolidated Net  Income  for  the
immediately preceding Fiscal Year.

       VII.25     Fiscal  Year.   No  Borrower  nor  any  of  its
Subsidiaries  shall change its Fiscal Year.

      VII.26     Models.  No Borrower nor any of its Subsidiaries
shall  construct  Models in any development  in  excess  of  four
Models of each specific product type offered in such development.
Schedule  7.26 sets forth all Models of any Borrower existing  as
of the date hereof.

      VII.27     Acquisition of New Real Property.  The following
items  shall  be delivered by Borrowers to Agent and  Lenders  in
respect  to the acquisition by any Borrower or any Subsidiary  or
any  Trust  of any new real property which does not  secure  Non-
Recourse  Indebtedness ("New Property"); provided, however,  that
with  respect to any real property which does secure Non-Recourse
Indebtedness, the Kaco Real Property, and/or a Loft Project which
does not constitute an Approved Loft Project, as the case may be,
the  Borrowers shall comply with all of the following  provisions
other  than  subparagraphs  (c), (d),  (e),  (g),  (h)  and  (i),
provided, that at any time that any such real property ceases  to
secure  Non-Recourse Indebtedness, a portion  of  the  Kaco  Real
Property  ceases  to be encumbered by the mortgage  in  favor  of
Kaco,  Inc., and/or as a condition to a Loft Project becoming  an
Approved  Loft  Project,  as the case  may  be,  Borrowers  shall
promptly  comply with subparagraphs (c), (d), (e), (g),  (h)  and
(i) below:

      (a)   At  the time a purchase contract is executed for  the
acquisition of a parcel of New Property, Borrowers shall  furnish
a  true,  complete  and  correct copy  thereof  to  Lenders,  and
thereafter, copies of any amendments thereto.

      (b)   Evidence  reasonably  satisfactory  to  Lenders  that
Borrowers  are,  and  will remain after the consummation  of  the
transaction, Solvent.

      (c)  An original executed counterpart of a new Mortgage and
other  Security Documents (or, at Lenders' election, an amendment
to  an existing Mortgage and Security Documents) encumbering  the
New  Property, including without limitation, financing statements
or  other  documents necessary to grant or perfect Agent's  first
priority security interest in the fixtures and personalty located
thereon and the rents derived therefrom.

      (d)  A Policy satisfactory to Lenders insuring the lien  of
the  new  or  amended Mortgage on the New Property, in  form  and
substance satisfactory to Agent, insuring that the new or amended
Mortgage  is a valid and enforceable first lien on the  good  and
marketable fee simple title of Borrowers to the New Property.

      (e)  An Environmental Report dated within 365 days prior to
delivery  which  confirms the absence of any Hazardous  Materials
on,  under  or  affecting the New Property therein described  and
shall otherwise be satisfactory to Lenders.

      (f)   Payment of all costs and expenses (including expenses
associated  with documentation, recording, title  and  consultant
costs)  incurred  by  Agent and Lenders in conducting  their  due
diligence,  financing  fees,  commitment  fees,  appraisal  fees,
accounting fees, title insurance premiums, recording charges  and
taxes and including reasonable counsel fees and disbursements, in
connection with the New Property and its inclusion as Collateral.

     (g)  A Survey of the New Property.

      (h)   Payment of all recording charges, filing fees, taxes,
or other expenses, including but not limited to intangibles taxes
and  documentary stamp taxes in connection with the recording  of
the  new Mortgage and the Lien necessary to grant and perfect  in
Agent a first priority, lien on and security interest in the  New
Property.

      (i)   Original  certificates  and  copies  of  policies  of
insurance  required by Agent under the terms  of  this  Agreement
adding such New Property.

      (j)   Borrowers have otherwise complied with all conditions
precedent to an advance under Article V of this Agreement.

      (k)   UCC  Searches with respect to the  New  Property  and
Borrowers.

      (l)   Such  other  certificates,  opinions,  documents  and
instruments  relating to the acquisition reasonably requested  by
Agent,  and  all corporate and other proceedings  and  all  other
documents (including, without limitation, all documents  referred
to  herein  and not appearing as exhibits hereto) and  all  legal
matters in connection with the substitution shall be satisfactory
in form and substance to Lenders.

     (m)  A Compliance Certificate.


                          ARTICLE VIII
                            DEFAULTS


      VIII.1  Events of Default.  An Event of Default shall  mean
the  occurrence  or  existence of one or more  of  the  following
events  or  conditions (whatever the reason  for  such  Event  of
Default  and  whether  voluntary,  involuntary  or  effected   by
operation of Law):

      (a)   Borrowers  shall  fail to pay  (i)  any  interest  or
principal  when due (whether resulting from maturity, declaration
or  otherwise),  (ii)  any  Obligation  payable  on  demand  when
demanded, and/or (iii) any other Obligation within five  days  of
the date when due; or

     (b)  Any representation or warranty made by a Borrower under
this  Agreement or any Loan Document or any statement made  by  a
Borrower  or  any Subsidiary of a Borrower or any  Trust  in  any
financial  statement, certificate, report,  exhibit  or  document
furnished to the Agent or a Lender pursuant to this Agreement  or
any  other  Loan  Document shall prove  to  have  been  false  or
misleading in any material respect as of the time when made; or

      (c)   Any  Borrower  shall default in  the  performance  or
observance  of  any  covenant contained in  Section  2.19,  4.28,
6.1(g), 6.8, 6.13, 6.14, 6.15 or Article VII hereof; or

      (d)   Any  Borrower  shall default in  the  performance  or
observance  of any other covenant, condition or provision  hereof
or  of  any other Loan Document and such default shall  not  have
been  remedied  for a period of 30 days after the  earlier  of  a
Borrower's knowledge or notice thereof to such Borrower from  the
Agent upon the joint direction of the Lenders; provided, however,
that  if  such default by its nature cannot reasonably  be  cured
within  such  30  days,  then no Event  of  Default  shall  exist
hereunder if such Borrower diligently commences and continues  to
pursue such remedy, provided that (x) such default is capable  of
being  cured,  (y)  such default could not  materially  adversely
affect  repayment of the Obligations, and (z) in no  event  shall
the  period within which such Borrower may attempt to remedy such
default  extend  beyond  90 days from  the  date  of  the  notice
relating thereto, or such Borrower's knowledge thereof; or

      (e)   One or more final judgments for the payment of  money
shall  have  been entered against a Borrower, which  judgment  or
judgments exceed $250,000.00 in the aggregate (exclusive of those
judgments  for  which  such Borrower's insurer  has  acknowledged
coverage),  and  such judgment or judgments shall  have  remained
undischarged and unstayed for a period of 60 consecutive days; or

       (f)    A  writ  or  warrant  of  attachment,  garnishment,
execution,  distraint or similar process shall have  been  issued
against  any  of  the  assets of any Borrower  which  shall  have
remained  undischarged  and  unstayed  for  a  period  of   sixty
consecutive days; or

       (g)    Any   authorization,  consent,  approval,  license,
exemption, registration, qualification, designation, declaration,
filing or other action or undertaking now or hereafter made by or
with  any Official Body in connection with this Agreement, a Note
or  any other Loan Document or any such action or undertaking now
or  hereafter  necessary to make this Agreement, a  Note  or  any
other  Loan Document legal, valid, enforceable and admissible  in
evidence is not obtained or shall have ceased to be in full force
and  effect or shall have been modified or amended or shall  have
been held to be illegal or invalid; or

     (h)  A proceeding shall have been instituted in respect of a
Borrower or any of its Subsidiaries or any Trust:

           (i)   seeking to have an order for relief  entered  in
     respect  of such Borrower or Subsidiary or Trust, or seeking
     a  declaration or entailing a finding that such Borrower  or
     Subsidiary or Trust is insolvent or a similar declaration or
     finding,   or   seeking  dissolution,  winding-up,   charter
     revocation   or   forfeiture,  liquidation,  reorganization,
     arrangement, adjustment, composition or other similar relief
     with  respect to such Borrower or Subsidiary or  Trust,  its
     assets  or  its debts under any law relating to  bankruptcy,
     insolvency,  relief of debtors or protection  of  creditors,
     termination of legal entities or any other similar  law  now
     or hereafter in effect, or

           (ii)   seeking  appointment of  a  receiver,  trustee,
     custodian,  liquidator,  assignee,  sequestrator  or   other
     similar official for such Borrower or Subsidiary or Trust or
     for all or any substantial part of its property,

and such proceeding shall result in the entry, making or grant of
any  such  order  for  relief, declaration,  finding,  relief  or
appointment,  or  such  proceeding shall remain  undismissed  and
unstayed for a period of sixty consecutive days; or

      (i)   Any Borrower or any of its Subsidiaries or any  Trust
shall  become insolvent or admit in writing its inability to  pay
its debts as they mature, or otherwise become generally unable to
pay  its  debts  as  they  become  due,  or  voluntarily  suspend
transaction of business or cease to conduct its business  as  now
conducted  (whether  voluntarily or  involuntarily),  or  make  a
general  assignment for the benefit of creditors, or institute  a
proceeding  described in Section 8.1(h)(i) hereof or  consent  to
any  such  order  for  relief,  declaration,  finding  or  relief
described  therein,  or  institute  a  proceeding  described   in
Section  8.1(h)(ii) hereof or consent to any such appointment  or
to  the  taking of possession by any such official of all or  any
substantial  part  of  its  property  whether  or  not  any  such
proceeding is instituted, or dissolve, windup or liquidate itself
or  any  substantial part of its property, or take any action  in
furtherance of any of the foregoing; or

      (j)   Any  Permit material to the business,  operations  or
financial  condition  of any Borrower any  of  its  Subsidiaries,
shall be terminated, suspended or revoked; or

      (k)   There shall occur any uninsured damage to,  or  loss,
theft, or destruction of, any of the properties or assets of  any
Borrower, any Subsidiary of any Borrower, or any Trust in  excess
of $250,000; or

      (l)   A  notice of lien or assessment is filed or  recorded
with  respect to all or any of any Borrower's, any Subsidiary  of
any Borrower's or any Trust's assets by the United States, or any
department, agency or instrumentality thereof, or by  any  state,
county,   municipal  or  other  governmental  agency,  including,
without  limitation, the PBGC, or if any taxes or debts owing  at
any  times  hereafter  to  any one of these  becomes  a  lien  or
encumbrance  upon any such Person's assets and the  same  is  not
released within thirty (30) days after the same becomes a lien or
encumbrance;  provided that such Person shall have the  right  to
contest  by  appropriate  proceedings  any  such  lien,  levy  or
assessment if such Person provides the Agent and the Lenders with
a  bond  or  indemnity satisfactory to the Lenders  assuring  the
payment of such lien, levy or assessment; or

      (m)  Any of the following events if such event could have a
Material  Adverse  Effect:   (i) the existence  of  a  Reportable
Event,   (ii)  the  withdrawal  of  a  Borrower,   any   of   its
Subsidiaries, or any ERISA Affiliate from a Pension Plan during a
plan year in which it was a "substantial employer" as defined  in
Section  4001(a)(2)  of  ERISA,  (iii)  the  occurrence   of   an
obligation to provide affected parties with a written  notice  of
intent  to  terminate  a Pension Plan in a  distress  termination
under  Section  4041 of ERISA, (iv) the institution  by  PBGC  of
proceedings  to  terminate any Pension Plan,  (v)  any  event  or
condition  which would require the appointment of  a  trustee  to
administer a Pension Plan, (vi) the withdrawal of a Borrower, any
of its Subsidiaries, or any ERISA Affiliate from a Multi-employer
Plan,  and  (vii) any event that would give rise to a Lien  under
Section 302(f) of ERISA; or

     (n)  A Change of Control occurs; or

      (o)  Agent is not reimbursed by Borrowers for a draft drawn
under  a Letter of Credit issued hereunder on the date such draft
is paid by the Agent; or

      (p)   Any Borrower, any Subsidiary of any Borrower  or  any
Trust  (i)  shall  default  in any payment  of  principal  of  or
interest  on  any  one  or more obligations for  Indebtedness  of
$100,000.00  or  more  beyond any period of  grace  with  respect
thereto  or, if such obligation or obligations is or are  payable
or  repayable  on  demand,  shall  fail  to  pay  or  repay  such
obligation or obligations when demanded or (ii) shall  breach  or
default in the performance or observance of any covenant, term or
condition  in  any agreement or instrument (other than  the  Loan
Documents)   by   which  such  obligation  or   obligations   for
Indebtedness of $100,000.00 or more is or are created, secured or
evidenced  if  the  effect of such default or breach  (x)  is  to
cause,  or to permit the holder or holders of such obligation  or
obligations  (or a trustee or agent on behalf of such  holder  or
holders)  to cause, all or part of such obligation or obligations
to  become  due before its or their otherwise stated maturity  or
(y) could have a Material Adverse Effect; or

     (q)  The Loan Documents after delivery thereof shall for any
reason (other than pursuant to the terms thereof) cease to create
a  valid  and  perfected first priority lien  on  the  Collateral
(subject  to  Permitted  Encumbrances) purported  to  be  covered
hereby or thereby.

      VIII.2  Consequences of a Default.  (a) Upon the occurrence
and  continuation of an Event of Default specified in  subsection
(h)  or  (i) of Section 8.1 herein, all of the Obligations shall,
without  demand,  notice,  or  legal  process  of  any  kind,  be
declared, and immediately shall become, due and payable, and  the
Aggregate Revolving Commitment shall terminate immediately.

           (b)   If  any  Event of Default specified  in  any  of
     subsections (a) through (g) and (j) through (q) hereof shall
     occur and be continuing, the  Agent upon the joint direction
     of the Lenders shall:

                     (i)  by notice to the Borrowers, declare the
          Revolving  Credit Commitment of each Lender terminated,
          and  any  Obligations payable hereunder  or  under  any
          other  Loan  Document  shall  become  due  and  payable
          without presentment, demand, protest or further  notice
          of  any kind, all of which are hereby expressly waived,
          and an action therefor shall immediately accrue; and/or

                    (ii)  by notice to the Borrowers, declare the
          unpaid  principal amount of any Note, interest  accrued
          thereon and all other Obligations owing by any  of  the
          Borrowers hereunder or under any other Loan Document to
          be  immediately  due  and payable without  presentment,
          demand, protest or further notice of any kind,  all  of
          which  are  hereby  expressly  waived,  and  an  action
          therefor shall immediately accrue.

      VIII.3     Letters of Credit.  When any Event  of  Default,
other  than an Event of Default described in subsections (h)  and
(i)  of  Section  8.1  hereof  has occurred  and  is  continuing,
Borrowers shall upon demand of the Agent upon the joint direction
of   the  Lenders,  when  any  Event  of  Default  described   in
subsections (h) or (i) of Section 8.1 has occurred, or  Borrowers
advise  the Agent of their termination of the Aggregate Revolving
Credit Commitment in accordance with Section 2.18 hereof, or upon
the  Maturity  Date  if a Letter of Credit is  then  outstanding,
Borrowers  shall,  without  notice  or  demand  from  the  Agent,
immediately pay to the Agent an amount equal to the full  undrawn
stated  amount  of  each Letter of Credit, the  Borrowers  hereby
agreeing  to make each such payment immediately and acknowledging
and  agreeing that the Agent and the Lenders would  not  have  an
adequate remedy at law for failure of the Borrowers to honor  any
such  demand and that the Agent and/or any Lender shall have  the
right  to  require  the  Borrowers to specifically  perform  such
undertaking  whether or not any draws have been  made  under  the
Letters  of  Credit.  In the event that (i) any  such  Letter  of
Credit  terminates without any draws having been made thereunder,
and  (ii) there are no other outstanding Letters of Credit (which
are  not  fully  cash collateralized) or outstanding  and  unpaid
Reimbursement  Obligations, and (iii) there  are  no  outstanding
Loans  or  other amounts payable hereunder or under  any  of  the
other  Loan  Documents then, in such event, the Agent  agrees  to
return  any sums paid by the Borrowers under this Section 8.3  in
respect of such expired or terminated Letter of Credit.

      VIII.4   Payments Set Aside.  To the extent that  Borrowers
make  a payment or payments to the Agent or a Lender or the Agent
or  a Lender exercises its rights of set-off, and such payment or
payments  or the proceeds of such enforcement or set-off  or  any
part  thereof  are  subsequently  invalidated,  declared  to   be
fraudulent  or  preferential, set-aside  and/or  required  to  be
repaid  to  a  trustee,  receiver or any other  party  under  any
bankruptcy  law,  state or federal law, common law  or  equitable
cause,  then  to the extent of such recovery, the  obligation  or
part thereof originally intended to be satisfied shall be revived
and continued in full force and effect as if such payment had not
been made or such enforcement or set-off had not occurred.

      VIII.5  Waivers by Borrowers.  Except as otherwise provided
for  in  this Agreement and applicable law, each Borrower  waives
(i)  presentment, demand and protest and notice  of  presentment,
dishonor, notice of intent to accelerate, notice of acceleration,
protest,  default,  nonpayment,  maturity,  release,  compromise,
settlement, extension or renewal of any or all commercial  paper,
accounts, contract rights, documents, instruments, chattel  paper
and  guaranties  at  any  time held by the  Agent  on  which  any
Borrower  may  in  any  way  be liable and  hereby  ratifies  and
confirms whatever the Agent may do in this regard.  Each Borrower
acknowledges  that it has been advised by counsel of  its  choice
with respect to this Agreement, the other Loan Documents and  the
transactions  evidenced  by this Agreement  and  the  other  Loan
Documents.

      VIII.6   Set-Off.  If the unpaid principal  amount  of  any
Note,  interest accrued thereon or any other amount  owing  by  a
Borrower  hereunder or under any Loan Document or under any  Note
shall have become due and payable (by acceleration or otherwise),
each Lender shall have the right, in addition to all other rights
and remedies available to it, without notice to such Borrower, to
set-off  against  and to appropriate and apply to  such  due  and
payable  amounts any debt owing to, and any other funds  held  in
any  manner  for  the  account of, any Borrower  by  such  Lender
including, without limitation, all funds in all deposit  accounts
(whether  time  or  demand,  general  or  special,  provisionally
credited  or  finally credited, or otherwise)  now  or  hereafter
maintained by any Borrower with a Lender.  Such right shall exist
whether  or not such Lender shall have given notice or  made  any
demand  hereunder  or  under any Note or  under  any  other  Loan
Document, whether or not such debt owing to or funds held for the
account  of  such  Borrower is or are matured or  unmatured,  and
regardless of any right or remedy available to such Lender.   The
Borrowers   hereby   consent  to  and   confirm   the   foregoing
arrangements and confirm the Lenders' rights of banker's lien and
set-off.   Nothing in this Agreement shall be deemed a waiver  or
prohibition of or restriction on each Lender's rights of banker's
lien or set-off.

      VIII.7    Sharing of Set-Offs.  Each Lender agrees that  if
it  shall, by exercising any right of set-off or counterclaim  or
otherwise,  receive  payment  of a proportion  of  the  aggregate
amount  of principal and interest due with respect to a  Note  or
any other Loan Document which is greater than its Pro Rata share,
the  Lender receiving such proportionately greater payment  shall
pay  to  such  other  Lender its Pro Rata  share  of  the  amount
recovered  by  exercising such right, and such other  adjustments
shall  be  made, as may be required so that all such payments  of
principal  and interest with respect to a Note or any other  Loan
Document  shall  be  shared by the Lenders  Pro  Rata;  provided,
however, that nothing in this Section 8.7 shall impair the  right
of any Lender to exercise any right or set-off or counterclaim it
may  have and to apply the amount subject to such exercise to the
payment  of  indebtedness  of  the  Borrowers  other  than  their
indebtedness  under  a  Note or any  other  Loan  Document.   The
Borrowers agree, to the fullest extent they may effectively do so
under  applicable  Law, that any holder of a participation  in  a
Note,   whether  or  not  required  pursuant  to  the   foregoing
arrangements, may exercise rights of set-off or counterclaim  and
other  rights with respect to such participation as fully  as  if
such  holder of a participation were a direct creditor of any  of
such Borrowers in the amount of such participation.

     VIII.8  Cumulative Relief.  The rights and remedies provided
under  this Agreement are cumulative and may be exercised  singly
or concurrently, and are not exclusive of any rights and remedies
provided by law or equity.

      VIII.9   No  First Resort Obligation.  In order to  realize
hereon  and to exercise the rights granted Agent and each  Lender
hereunder  and under applicable law, there shall be no obligation
on  the  part of the Agent and/or a Lender at any time  to  first
resort  for payment to any security property, liens or any  other
rights  or  remedies whatsoever, and the Agent  and  each  Lender
shall  have  the right to enforce this Agreement irrespective  of
whether other proceedings or steps are pending seeking resort  to
or realization upon or from any of the foregoing.


                           ARTICLE IX
                    THE ADMINISTRATIVE AGENT

      IX.1   Appointment.   For the convenience  of  the  parties
hereto,  LaSalle is appointed Agent hereunder and under  each  of
the  other Loan Documents for the Lenders with such powers as are
specifically  delegated  to  the  Agent  by  the  terms  of  this
Agreement and the other Loan Documents, together with such  other
powers as are reasonably incidental thereto, and by its execution
hereof  LaSalle  accepts  such agency, solely  for  the  purposes
herein  set forth.  The Agent shall have no authority to enforce,
nor any duty or responsibility for the enforcement of, any of the
terms  hereof or of the other Loan Documents, except as requested
to  do  so  by the Lenders jointly in accordance with  the  terms
hereof.   The  Agent  shall send to all the Lenders  as  soon  as
practicable after its receipt thereof, any information  furnished
by  any Borrower or any Subsidiary of a Borrower to the Agent  as
required  by  the  terms  hereof or any other  Loan  Document  or
otherwise  received upon a request by the Agent.  The  Agent  and
the   Lenders  may  at  any  time  discuss  or  otherwise   share
information  relating to the credit facility  created  hereby  or
otherwise  relating  to  any Borrower or any  Subsidiary  of  any
Borrower.

      IX.2   Delegation of Duties.  The Agent may perform any  of
its  duties hereunder by or through agents or employees and shall
be  entitled to rely on advice of counsel concerning all  matters
pertaining to its duties hereunder and thereunder.

      IX.3   Nature  of Duties; Independent Credit Investigation.
The  Agent shall have no duties or responsibilities except  those
expressly  set  forth  in  this  Agreement  and  any  other  Loan
Documents.   The  duties  of the Agent shall  be  mechanical  and
administrative in nature; the Agent shall not have by  reason  of
this   Agreement   or  any  other  Loan  Document   a   fiduciary
relationship  in  respect  of any Lender;  and  nothing  in  this
Agreement  or any other Loan Document, expressed or  implied,  is
intended to or shall be so construed as to impose upon the  Agent
any  obligations in respect of this Agreement or any  other  Loan
Document  except as expressly set forth herein or therein.   Each
Lender expressly acknowledges (a) that the Agent has not made any
representations or warranties to it and that no act by the  Agent
hereafter  taken,  including any review of  the  affairs  of  the
Borrowers,  shall  be deemed to constitute any representation  or
warranty  by  the Agent to any Lender; (b) that it has  made  and
will  make  its  own independent investigation of  the  financial
condition   and   affairs,  and  its   own   appraisal   of   the
creditworthiness,  of  the  Borrowers  in  connection  with  this
Agreement; (c) that it has made its own independent investigation
of  the  legal matters relating to this Agreement, the Notes  and
the  other  Loan  Documents to be issued  to  it  hereunder;  and
(d)  that the Agent shall have no duty or responsibility,  either
initially  or on a continuing basis, to provide any  Lender  with
any   credit  or  other  information,  whether  coming  into  its
possession before the making of any Loans or the issuance of  any
Letters  of  Credit hereunder or at any time or times thereafter,
except  for  notices,  reports  or  other  information,  if  any,
expressly  required to be furnished to the Lenders by  the  Agent
hereunder.

      IX.4  Exculpatory Provisions.  Neither the Agent nor any of
its  directors, officers, employees or agents shall be liable  to
any  Lender  for any action taken or omitted to be  taken  by  it
hereunder  or  under  a  Note  or other  Loan  Documents,  or  in
connection herewith or therewith, unless caused by its own  gross
negligence, willful misconduct or subjective bad faith.   Subject
to   the  immediately  preceding  sentence,  in  performing   its
functions  and  duties hereunder on behalf of  the  Lenders,  the
Agent  shall  exercise the same care which it would  exercise  in
dealing  with loans for its own account, but the Agent:  (a)  may
treat  the payee of a Note as the holder thereof until the  Agent
receives  written  notice of the assignment or transfer  thereof,
signed  by such payee and in form satisfactory to the Agent;  (b)
may  consult  with legal counsel, independent public  accountants
and  other experts selected by it and shall not be liable for any
action taken or omitted to be taken by it in accordance with  the
advice  of  such counsel, accountants or experts;  (c)  makes  no
warranty  or  representations to any Lender for  any  statements,
warranties or representatives made in or on connection with  this
Agreement  or  the  other  Loan  Documents;  (d)  shall  not   be
responsible  in  any  manner  to  any  of  the  Lenders  for  the
effectiveness, enforceability, genuineness, validity or  the  due
execution of this Agreement, any of the Notes or any of the other
Loan  Documents,  or  for any recital, representation,  warranty,
document, certificate, report or statement herein or therein made
or  furnished  under  or  in connection with  this  Agreement  or
(e)  shall  not be under any obligation to any of the Lenders  to
ascertain  or  to inquire as to the performance or observance  of
any  of  the terms, covenants or conditions hereof or thereof  on
the  part  of the Borrowers or any other Person, or the financial
condition  of the Borrowers or any Subsidiary of any Borrower  or
the  existence  or  possible existence of any  Event  or  Default
and/or a Default or to inspect the property (including the  books
and records) of the Borrowers and their respective Subsidiaries.

     IX.5  Reimbursement and Indemnification.  Each Lender agrees
to   reimburse  and  indemnify  the  Agent  (to  the  extent  not
reimbursed by the Borrowers), ratably in the proportion which the
amount of such Lender's Revolving Credit Commitment bears to  the
sum of the Aggregate Revolving Credit Commitment, for and against
any and all liabilities, obligations, losses, damages, penalties,
actions,  judgments, suits, costs, expenses or  disbursements  of
any  kind  or nature whatsoever which may be imposed on, incurred
by or asserted against the Agent, in its capacity as such, in any
way  relating to or arising out of this Agreement, the Notes  the
other  Loan Documents or any action taken or omitted by the Agent
hereunder or thereunder, provided that no Lender shall be  liable
for   any  portion  of  such  liabilities,  obligations,  losses,
damages, penalties, actions, judgments, suits, costs, expenses or
disbursements to the extent that the same result from the Agent's
gross  negligence,  willful misconduct or subjective  bad  faith.
Without  limitation  of  the foregoing,  each  Lender  agrees  to
reimburse  the Agent promptly upon demand for its ratable  shares
of  any  out-of-pocket expenses (including counsel fees) incurred
by  the  Agent  in  connection with the  preparation,  execution,
delivery,  administration, modification, amendment or enforcement
(whether  through negotiations, legal proceedings  or  otherwise)
of,  or  legal  advice  in respect of rights or  responsibilities
under, this Agreement and each other Loan Document, to the extent
that the Agent is not reimbursed for such expenses by Borrowers.

     IX.6  Withholding Taxes.

      (a)   Each  Lender represents and warrants to the Borrowers
and  the Agent that under any applicable Law (as in effect on the
date  hereof or, if later, on the date such Lender became a party
to  this  Agreement) no taxes will be required to be withheld  by
the  Agent or a Borrower with respect to any payments to be  made
to such Lender in respect of any of the Loans.  Prior to the date
that any interest payment is due on any Loan, each Lender that is
organized  under  the  Laws of any jurisdiction  other  than  the
United  States or any State thereof hereby agrees to (a)  furnish
to  the  Agent  and  the Borrowers either U.S.  Internal  Revenue
Service  Form  4224  or U.S. IRS Form 1001 (wherein  such  Lender
claims  entitlement  to  complete  exemption  from  U.S.  federal
withholding tax on all interest payments hereunder); (b)  furnish
to  the  Agent  and  the Borrowers an IRS  Form  W-8  or  W-9  or
successor  applicable  form, as the case  may  be  (wherein  such
Lender claims exemption from U.S. federal backup withholding  tax
on all interest payments hereunder); (c) provide to the Agent and
the  Borrowers a new Form 4224, Form 1001, Form W-8 or  Form  W-9
upon  the  obsolescence  of  any previously  delivered  form  and
comparable statements in accordance with applicable U.S. Laws and
regulations  together with any and all amendments  thereto,  duly
executed and completed by such Lender (stating in each case  that
such  Lender  remains  exempt from U.S. federal  withholding  and
backup  withholding tax unless there has been  a  change  in  law
prior to the date that the applicable form must be delivered that
renders  any  such form inapplicable, in which case  such  Lender
must  deliver the relevant form reflecting such changes in  law);
and  (d)  comply from time to time with all applicable U.S.  Laws
and  regulations  with  regard  to such  withholding  and  backup
withholding tax exemptions.

      (b)  Any and all payments by a Borrower for the account  of
the  Agent or any Lender (each a "Payee") under any Loan Document
shall  be made free and clear of, and without deduction for,  any
and  all  present  or future taxes, levies, imposts,  deductions,
charges   or  withholdings,  and  all  liabilities  with  respect
thereto,  other than deductions or withholdings, in the  case  of
any  Payee, for (i) taxes to the extent that such taxes would not
have  been imposed if the only connection between such Payee  and
the  jurisdiction imposing such tax were the activities  of  such
Payee pursuant to or in respect of the Loan Documents, including,
without  limitation, entering into, lending  money  or  extending
credit  pursuant to, receiving payments under, or enforcing,  any
Loan  Documents, and the activities of such Payee pursuant to  or
in   respect  of  similar  agreements  or  loan  documents,   and
(ii)  United  States  withholding tax  payable  with  respect  to
payments under the Loan Documents under laws (including,  without
limitation,   any  statute,  treaty,  ruling,  determination   or
regulation)  in effect on the date hereof or, if  later,  on  the
date  such  Payee became a party to this Agreement,  but  without
deduction  for  any United States withholding tax  payable  as  a
result  of any change in such laws occurring after such date  and
(iii)   any  taxes,  levies,  imposts,  duties,  charges,   fees,
deductions, withholdings arising after the date hereof, solely as
a  result  of  or  attributable to such Lender (x)  changing  its
designated  office as of the date hereof to any other  office  or
(y)  designating  an  additional  office  located  in  any  other
jurisdiction  (all  taxes, levies, imposts, deductions,  charges,
withholdings   and  liabilities  other  than  those   for   which
deductions are permitted above being hereinafter referred  to  as
"Taxes").   If any Taxes shall be required by law to be  deducted
from or in respect of any sum payable under the Loan Documents to
any Payee (i) the sum payable by the Borrowers shall be increased
as  may be necessary so that after making all required deductions
(including deductions applicable to additional sums payable under
this  Section 9.6(b)) such Payee receives an amount equal to  the
sum  it  would  have received had no such deductions  been  made,
(ii)  the  Borrowers  shall make such deductions  and  (iii)  the
Borrowers  shall  pay the full amount deducted  to  the  relevant
taxation   authority  or  other  authority  in  accordance   with
applicable law.  The Borrowers shall not, however, be required to
pay  any  amounts  pursuant  to clause  (i)  of  the  immediately
preceding  sentence for the account of any Payee organized  under
the  laws of a jurisdiction outside of the United States,  unless
such   Payee   has   timely  provided  to  the   Borrowers   such
documentation as it is required to furnish under Section  9.6(a).
If  Taxes are incorrectly or illegally paid or assessed,  and  if
any  Lender  or the Agent contests the assessment of such  Taxes,
such  Lender  or  the Agent shall refund, to the  extent  of  any
refund made to such Lender or the Agent, any amounts paid by  the
Borrowers  under  this Section 9.6(b) in respect  of  such  Taxes
together  with any interest received by such Lender or the  Agent
on such refund from the applicable taxing authority.

      IX.7   Reliance by Agent.  The Agent shall be  entitled  to
rely  upon  any  writing, telegram, telex  or  teletype  message,
resolution,  notice,  consent,  certificate,  letter,  cablegram,
statement,  order or other document or conversation by  telephone
or otherwise believed by it to be genuine and correct and to have
been  signed,  sent or made by the proper party or parties,  and,
with  respect  to  all  legal  matters  pertaining  to  the  Loan
Documents,  upon  opinions  of  counsel  and  other  professional
advisers  selected  by the Agent.  Subject to  Section  9.5,  the
Agent shall be fully justified in failing or refusing to take any
action  hereunder  unless it shall first be  indemnified  to  its
satisfaction  by  the Lenders against any and all  liability  and
expense  which  may  be incurred by it by  reason  of  taking  or
continuing to take any such action.

      IX.8   Individual Capacity.  With respect to its  Revolving
Credit  Commitment  and the Notes held by it  in  its  individual
capacity, LaSalle shall have the same rights and powers hereunder
as  any other Lender and may exercise the same as though it  were
not  the  Agent,  and the terms "Lenders" or "holders  of  Notes"
shall,  unless  the  context hereof otherwise indicates,  include
LaSalle  in  its individual capacity.  LaSalle and its affiliates
may, without liability to account, make loans to, accept deposits
from, act as trustee under indentures of, and generally engage in
any  kind  of  business with, the Borrowers and their  respective
shareholders, Subsidiaries and affiliates as though it  were  not
acting as the Agent hereunder.

      IX.9   Holders of Notes.  The Agent may deem and treat  the
payee  of  any  Note as the owner of such Note for  all  purposes
hereof  unless  and  until written notice of  the  assignment  or
transfer  thereof  shall have been filed  with  the  Agent.   Any
request,  authority or consent of any party who at  the  time  of
making  such request or giving such authority or consent  is  the
holder  of  any  Note  shall be conclusive  and  binding  on  any
subsequent holder, transferee or assignee of such Note or of  any
Note or Notes issued in exchange therefor.

      IX.10   Successors.  The Agent may resign at  any  time  by
giving  written notice thereof to the Lenders and the  Borrowers.
Upon  any  such  resignation,  the Lenders  shall  agree  upon  a
successor Agent; provided, however, that if LaSalle should resign
as  Agent,  Bank One, Milwaukee, NA shall become  Agent.   If  no
successor Agent shall have been so agreed upon and appointed, and
shall  have accepted such appointment, within 30 days  after  the
retiring  Agent's  giving  of notice  of  resignation,  then  the
retiring Agent may, on behalf of the Lenders, appoint a successor
Agent which shall be a commercial lender organized under the Laws
of  the  United  States of America or any  State  thereof,  or  a
foreign  Lender  with a branch or agency located  in  the  United
States  of America, and having a combined capital and surplus  of
at  least $100,000,000.  Upon the acceptance by a successor Agent
of its appointment as Agent hereunder, such successor Agent shall
thereupon  succeed  to  and become vested with  all  the  rights,
powers,  privileges  and duties of the retiring  Agent,  and  the
retiring  Agent  shall be discharged from its duties  under  this
Agreement.   After any retiring Agent's resignation hereunder  as
Agent,  the  provisions of this Article VIII shall inure  to  its
benefit  as  to any actions taken or omitted by it while  it  was
Agent under this Agreement.

      IX.11      Advisers.   Notwithstanding  anything  contained
herein  to  the contrary, the Agent may only engage  professional
advisers hereunder upon the joint direction of the Lenders.


                           ARTICLE X
                         MISCELLANEOUS

       X.1   Holidays.   Except  as  otherwise  provided  herein,
whenever  any payment or action to be made or taken hereunder  or
under  a Note shall be stated to be due on a day which is  not  a
Business  Day, such payment or action shall be made or  taken  on
the  next following Business Day and such extension of time shall
be  included in computing interest or fees, if any, in connection
with such payment or action.

      X.2   Records.  The unpaid principal amount of a  Note  and
Reimbursement  Obligations, the unpaid interest accrued  thereon,
the  interest  rate or rates applicable to such unpaid  principal
amount,   the  duration  of  such  applicability,  each  Lender's
Revolving  Credit Commitment, shall at all times  be  ascertained
from  the records of the Agent, which shall be conclusive  absent
manifest error.

      X.3   Modifications, Amendments or Waivers.  The Agent upon
joint  direction of the Lenders and such of the Borrowers as  are
then  party thereto (or any other party thereto, as the case  may
be)  may from time to time enter into written agreements amending
or  changing  any provision of this Agreement or any  other  Loan
Document or the rights of a Lender or the Borrowers or such party
hereunder  or  thereunder or may grant waivers or consents  to  a
departure  from  the  due performance of the obligations  of  the
Borrowers  or  other party thereto hereunder or  thereunder,  any
such  agreement, waiver or consent made with such written consent
being  effective to bind all Lenders; provided that if the  Agent
upon the joint direction of the Lenders notifies Borrowers of its
desire  to designate a Subsidiary of any Borrower as an Operating
Subsidiary,  then the Borrowers agree to execute and shall  cause
the  designated  Subsidiary  to  execute  an  amendment  to  this
Agreement to reflect the designation of a Subsidiary of  Sundance
as an Operating Subsidiary and make such Subsidiary of Sundance a
party  to  this  Agreement  as described  in  the  definition  of
Operating   Subsidiary  herein,  whereupon  all  representations,
warranties, covenants and other terms herein shall be  applicable
to  such  Subsidiary  as if it were an Operating  Subsidiary  and
party  to  this  Agreement as of the date hereof.   In  addition,
Borrowers  shall cause such Subsidiary to execute, deliver,  file
and  perform all documents and agreements reasonably required  by
the  Agent to accomplish the foregoing and to grant to Agent  and
each Lender all rights and benefits to which it is entitled under
any  of  the  Loan Documents.  Any agreement, waiver  or  consent
referred to in this Section 10.3 must be in writing and shall  be
effective  only  to  the extent specifically set  forth  in  such
writing.   In the case of any such waiver or consent relating  to
any  provision hereof, any Event of Default or Default so  waived
or  consented to shall be deemed to be cured and not  continuing,
but  no  such  waiver or consent shall extend  to  any  other  or
subsequent  Event  of  Default or Default  or  impair  any  right
consequent thereto.

      X.4  No Implied Waiver; Remedies.  No course of dealing and
no  delay or failure of the Agent or any Lender in exercising any
right, power or privilege under this Agreement, a Note, any other
Loan  Document  or  any  other documents or instruments  executed
pursuant  to or in connection herewith shall affect any other  or
future exercise thereof or exercise of any other right, power  or
privilege except as and to the extent that the assertion  of  any
such  right, power or privilege shall be barred by an  applicable
statute  of limitations; nor shall any single or partial exercise
of  any  such  right,  power or privilege or any  abandonment  or
discontinuance  of  steps  to enforce  such  a  right,  power  or
privilege  preclude any further exercise thereof or of any  other
right,  power or privilege.  In addition, to the extent that  the
Agent  or any Lender may have acquiesced in any noncompliance  by
making  any  Loans  or  issuing  any  Letters  of  Credit,   such
acquiescence  shall not be deemed to constitute a waiver  by  the
Agent or any Lender of any continuing or future Obligation of any
Borrower  with  respect to future Loans,  Letters  of  Credit  or
otherwise.  The rights and remedies of the Agent and the  Lenders
under this Agreement, the Notes, the other Loan Documents or  any
other  documents  or  instruments  executed  pursuant  to  or  in
connection herewith are cumulative and not exclusive of any other
rights or remedies which the Agent and any Lender would otherwise
have.  In no event shall the Agent or any Lender be liable to any
Borrower  for  consequential damages, whatever the  nature  of  a
breach by such Lender or the Agent of its obligations under  this
Agreement,  or  of  the other Loan Documents, and  all  Borrowers
hereby waive all claims for consequential damages.  No Lender nor
the  Agent shall be in breach under this Agreement, or under  any
other  Loan  Documents,  unless  a  written  notice  specifically
setting forth the claim of any Borrower shall have been given  to
such  Lender  or the Agent, as applicable, within 60  days  after
such  Borrower first had knowledge of, or reasonably should  have
had knowledge of, the occurrence of the event which such Borrower
alleges  gave rise to such claim and such Lender does not  remedy
or cure the default, if there be any, promptly thereafter.

      X.5  Notices.  All notices under Article II hereof shall be
sent  by  telecopy  or  telex  (which  shall  be  effective  when
received)  or  by telephone confirmed by telecopy,  telex,  first
class  mail  or  express carrier (which shall be  effective  when
telephoned),  in  all  cases  with charges  prepaid.   All  other
notices,  requests, demands, directions and other  communications
(collectively "notices") under the provisions of this  Agreement,
any  Note  or  the  other  Loan Documents  shall  be  in  writing
(including telexed or telecopied communication) unless  otherwise
expressly permitted hereunder or thereunder and shall be sent  by
certified  or  registered  mail,  return  receipt  requested,  or
express  courier  or by telex or telecopier with confirmation  in
writing  mailed  by certified or registered mail, return  receipt
requested, or sent by express courier, in all cases with  charges
prepaid,  and  any such properly given notice shall be  effective
when received.  All notices shall be sent to the applicable party
at  the  address  stated  on  the signature  page  hereof  or  in
accordance  with the last unrevoked written direction  from  such
party to the other parties hereto.

     For purposes of this Agreement, notice provided by the Agent
or  any Lender to Sundance shall be deemed to be effective notice
to  any and all Borrowers and notice provided by any Borrower  to
the  Agent  shall  be  deemed effective notice  to  all  Lenders.
Sundance  agrees  with  the  Agent  and  the  Lenders  that  upon
receiving  notice  from  the  Agent  or  any  Lender,  it   shall
distribute  such notice to each Borrower in a prompt  and  timely
fashion.

      X.6   Expenses;  Taxes; Attorneys'  Fees.   The  Borrowers,
jointly  and severally, agree to pay or cause to be paid  and  to
save the Agent and each Lender (and their successors and assigns)
harmless  against  liability for the payment  of  all  reasonable
out-of-pocket  expenses, including but not limited to  reasonable
fees  and  expenses of counsel for the Agent and/or each  Lender,
travel expenses, fees and costs of accountants, and environmental
and  appraisal costs and expense, all incurred from time to  time
(i)  arising  in  connection  with the negotiation,  preparation,
execution,  delivery,  administration  (provided,  however,  that
Borrowers shall only reimburse the Agent and the Lenders for  the
costs of field audits conducted by accountants designated by  the
Agent or any Lender in an amount not to exceed $18,000.00 in  any
Fiscal  Year),  syndication,  participation,  and  sale  of   any
Lender's   interest   in  this  Agreement,   interpretation   and
performance  of this Agreement, a Note, any other  Loan  Document
and any documents, instruments or transactions pursuant to or  in
connection  herewith,  (ii) relating to any requested  amendments
(or  amendments or other documents required by the Agent  or  any
Lender  on  account  of  the designation of additional  Operating
Subsidiaries  as Borrowers), waivers or consents to,  or  to  any
restructurings,  work-outs or refinancings of  the  credit  under
this Agreement, a Note, any other Loan Document or any such other
documents  or  instruments (iii) relating to asset valuations  of
the Borrowers, or (iv) relating to any reorganization, bankruptcy
or  any  other  proceedings  to  which  any  Borrowers  or  their
properties become subject.  The Borrowers, jointly and severally,
further  agree to pay or cause to be paid and to save  the  Agent
and each Lender harmless against liability for the payment of all
reasonable expenses, including but not limited to reasonable fees
and expenses of counsel for Agent and/or each Lender, incurred by
the  Agent  or such Lenders from time to time in connection  with
the  enforcement  by the Agent and/or Lenders of this  Agreement,
the Notes or any other Loan Document; provided that the Borrowers
shall  not  be liable under the foregoing indemnity agreement  in
respect  of any liabilities, claims, damages, losses or  expenses
to the extent that the same are determined in a final judgment by
a court of competent jurisdiction to have resulted primarily from
the  willful misconduct or gross negligence of the party  seeking
indemnity.   The Borrowers, jointly and severally, agree  to  pay
all  stamp, document, transfer, recording or filing taxes or fees
and  similar impositions now or hereafter determined by the Agent
to  be payable in connection with this Agreement, the Notes,  any
other  Loan  Document,  or  any other documents,  instruments  or
transactions  pursuant  to  or in connection  herewith,  and  the
Borrowers,  jointly and severally, agree to save  the  Agent  and
each  Lender  harmless from and against any and  all  present  or
future claims, liabilities or losses with respect to or resulting
from  any omission to pay or delay in paying any such taxes, fees
or  impositions.  In the event of a determination  adverse  to  a
Borrower  of  any action at law or suit in equity in relation  to
this  Agreement, the Note or the Loan Documents,  the  Borrowers,
jointly  and severally, will pay, in addition to all  other  sums
which such Borrower may be required to pay, a reasonable sum  for
attorney's  fees incurred by the Agent and/or any Lender  or  the
holder of such Note in connection with such action or suit.   All
of  the  foregoing fees, costs and expenses shall be part of  the
Obligations and payable on demand.

     X.7  Severability.  The provisions of this Agreement and the
other  Loan  Documents  are intended to  be  severable.   If  any
provision  of this Agreement or any Loan Document shall  be  held
invalid  or unenforceable in whole or in part in any jurisdiction
such provision shall, as to such jurisdiction, be ineffective  to
the  extent of such invalidity or unenforceability without in any
manner  affecting the validity or enforceability thereof  in  any
other  jurisdiction or the remaining provisions hereof or thereof
in any jurisdiction, unless the ineffectiveness of such provision
materially  and  adversely alters the benefits  to  either  party
hereunder.

     X.8  Governing Law.  This Agreement, the Notes and all other
Loan  Documents  shall be deemed to be contracts and  obligations
under  the  laws  of the State of Illinois and for  all  purposes
shall  be governed by, construed and enforced in accordance  with
the internal laws (as opposed to conflicts of law provisions)  of
said State, and any applicable laws of the United States.

      X.9  Prior Understandings.  This Agreement, the Notes,  and
the  other  Loan  Documents supersede all  prior  understandings,
discussions,  communications and agreements, whether  written  or
oral,  among  the  parties hereto relating  to  the  transactions
provided for herein.

       X.10    Duration;   Survival.   All  representations   and
warranties  of the Borrowers and the other parties  to  the  Loan
Documents  contained  herein or therein  or  made  in  connection
herewith  or therewith shall survive the making of and shall  not
be  waived by the execution and delivery of this Agreement or the
Notes,  any  investigation by the Agent or  any  Lender,  or  the
making  of  any  Loan  or the issuance of any  Letter  of  Credit
hereunder.   Subject to Section 10.17 herein, all  covenants  and
agreements of the Borrowers and such parties contained herein  or
in  any  other  Loan Document shall continue in  full  force  and
effect  from  and after the date hereof so long as the  Borrowers
may  borrow and/or a Letter of Credit may be issued hereunder and
until  payment in full of the Notes, interest thereon,  fees  and
all  other Obligations of the Borrowers under this Agreement, any
Note  or any other Loan Document (other than obligations  in  the
nature   of   continuing  indemnities  or  expense  reimbursement
obligations  not  yet due and payable); provided,  however,  that
notwithstanding anything to the contrary in this  Agreement,  all
obligations of the Borrowers to make payments to or to  indemnify
the Agent or any Lender under any Loan Document shall survive the
payment in full of the Notes and of all other Obligations of  the
Borrowers thereunder and hereunder.

      X.11   Counterparts.  This Agreement  and  any  other  Loan
Document may be executed in any number of counterparts and by the
different parties hereto on separate counterparts each of  which,
when  so  executed,  shall be deemed an original,  but  all  such
counterparts shall constitute but one and the same instrument.

     X.12  Successors and Assigns; Participants.

      (a)   Successors  and  Assigns.  This  Agreement  shall  be
binding  upon  and  inure to the benefit of  the  Borrowers,  the
Lenders,  the  Agent, all future holders of  a  Note,  and  their
respective successors and permitted assigns, except that none  of
the  Borrowers  may  assign or transfer  any  of  its  rights  or
obligations  under this Agreement or any interest herein  without
the  prior  written consent of the Agent upon the joint direction
of  the Lenders.  The successors and assigns of the parties shall
include, without limitation, a receiver, trustee and/or debtor-in-
possession  of  or for any Borrower or its Subsidiaries,  as  the
case may be.

     (b)  Participations.  Any Lender may, in the ordinary course
of  its commercial banking or asset-based lending business and in
accordance with applicable law, at any time sell to one  or  more
financial   institutions  or  other  entities   ("Participants"),
participating  interests in any Loan owing to  such  Lender,  any
Note  held by a Lender, the Revolving Credit Commitment  of  such
Lender or any other interest of such Lender hereunder.  Borrowers
shall  use  their best efforts to cooperate with, and assist  any
Lender  in  its  effort  to  syndicate  participations  in   this
Agreement.   In  the  event  of any such  sale  by  a  Lender  of
participating   interests   to  a  Participant,   such   Lender's
obligations  under this Agreement to the other  parties  to  this
Agreement shall remain unchanged, such Lender shall remain solely
responsible  for the performance thereof, and the  Borrowers  and
the  Agent  shall continue to deal solely and directly with  such
Lender  in  connection with such Lender's rights and  obligations
under  this  Agreement.   The Borrowers  agree  that  if  amounts
outstanding under this Agreement and/or Note are due and  unpaid,
or  shall have been declared or shall have become due and payable
upon  the  occurrence  of an Event of Default,  each  Participant
shall  be  deemed to have the right of setoff in respect  of  its
participating interest in amounts owing under this Agreement  and
any Note to the same extent as if the amount of its participating
interest  were  owing  directly to it  as  a  Lender  under  this
Agreement  or any Note; provided that such right of setoff  shall
be  subject  to the obligation of such Participant to share  with
the   Lenders,  and  the  Lenders  agree  to  share   with   such
Participant,  as  provided in Section 8.7.   The  Borrowers  also
agree that each Participant shall be entitled to the benefits  of
Sections 2.22 and 10.6 with respect to its participation  in  the
Loans outstanding from time to time, provided that no Participant
shall be entitled to receive any greater amount pursuant to  such
Sections  than the transferor Lender would have been entitled  to
receive in respect of the amount of the participation transferred
by  such  transferor  Lender  to such  Participant  had  no  such
transfer occurred.

      (c)  Provision of Information to Participants.  Subject  to
such Participant first executing and delivering a confidentiality
agreement  in  the  form previously executed by  the  Lenders  or
otherwise satisfactory to the Borrowers, each Borrower authorizes
each  Lender  to disclose to any Participant and any  prospective
Participant any and all financial and other information  in  such
Lender's possession concerning the Borrowers and their affiliates
which  has been delivered to such Lender by or on behalf  of  the
Borrowers  pursuant to this Agreement or which has been delivered
to  such  Lender by or on behalf of the Borrowers  in  connection
with  Lender's  credit  evaluation of  the  Borrowers  and  their
affiliates prior to becoming a party to this Agreement.

      (d)   Taxes.   If,  pursuant to  this  Section  10.12,  any
interest  in  this Agreement or  the Note is transferred  to  any
Transferee  which is organized under the laws of any jurisdiction
other than the United States or any State thereof, the transferor
Lender  shall  cause  such  Transferee,  concurrently  with   the
effectiveness  of  such  transfer,  (i)  to  represent   to   the
transferor Lender (for the benefit of the transferor Lender,  the
Agent,  and the Borrowers) that under applicable law and treaties
(as  then in effect) no taxes will be required to be withheld  by
the Agent, the Borrowers or the transferor Lender with respect to
any  payments  to be made to such Transferee in  respect  of  the
Loans,  (ii) to furnish to the transferor Lender either IRS  Form
4224 or IRS Form 1001 (wherein such Transferee claims entitlement
to  complete exemption from U.S. federal withholding tax  on  all
interest payments hereunder) and (iii) to agree (for the  benefit
of  the  transferor  Lender, the Agent,  and  the  Borrowers)  to
provide  the transferor Lender a new Form 4224 or Form 1001  upon
the  expiration or obsolescence of any previously delivered  form
and comparable statements in accordance with applicable U.S. laws
and  regulations  and amendments duly executed and  completed  by
such  Transferee,  and  to comply from  time  to  time  with  all
applicable  U.S.  laws  and  regulations  with  regard  to   such
withholding tax exemption.

      (e)   No  Rights  in Borrowers; No Third Party  Beneficiary
Rights.   Borrowers  acknowledge  and  agree  that  none  of  the
obligations  of the Agent to Lenders shall create or  confer  any
rights  whatsoever  (including, without limitation,  third  party
beneficiary rights) on or in any of the Borrowers.  In  addition,
the  parties  agree  that the Agent and  Lenders  may  amend  any
provision  of this Agreement which relates solely to  the  rights
and  obligations  between them, without any consent  or  approval
required   by  any  of  the  Borrowers.   Without  limiting   the
foregoing, Borrowers acknowledge and agree that nothing  in  this
Agreement  or any other Loan Document creates or shall be  deemed
to create any third party beneficiary rights whatsoever.

      X.13   Time  of  Essence.  Time is of the essence  of  this
Agreement, the Notes and the other Loan Documents.

      X.14  Entire Agreement.  The parties hereto agree that this
Agreement  and  the  other  Loan  Documents,  together  with  the
Schedules and Exhibits attached hereto and thereto, represent the
entire  agreement  and understanding of the parties  hereto  with
reference  to  the transactions contemplated herein and  therein;
and  no party shall claim that any party hereto has any right  or
obligation  regarding the transactions contemplated herein  other
than  as  stated in this Agreement, the other Loan Documents,  or
any  amendment  hereto  duly adopted  pursuant  to  Section  10.3
hereof.  Without limiting the foregoing, nothing contained in any
disclosure  document prepared by any Borrower  or  in  any  other
document  (except  the  Loan  Documents)  shall  constitute   any
consent, waiver or agreement of the Agent or a Lender nor may  it
be  used  in  any  manner  whatsoever  to  interpret,  modify  or
otherwise affect this Agreement or any other Loan Document.

      X.15   Section  Titles.  The section titles  and  table  of
contents contained in this Agreement are for convenience only and
shall  be  without  substantive meaning or content  of  any  kind
whatsoever.

      X.16   References.  All references contained herein to  any
laws,  statutes, rules, regulations, or similar provisions  shall
include all amendments thereto and any successor provisions.

      X.17   Reinstatement.  This Agreement shall remain in  full
force and effect and continue to be effective should any petition
be   filed  by  or  against  any  Borrower  for  liquidation   or
reorganization, should any Borrower become insolvent or  make  an
assignment  for the benefit of creditors or should a receiver  or
trustee  be  appointed  for all or any significant  part  of  any
Borrower's  assets,  and shall continue to  be  effective  or  be
reinstated,  as  the  case may be, if at  any  time  payment  and
performance of the Obligations, or any part thereof, is, pursuant
to  applicable  law,  rescinded or reduced  in  amount,  or  must
otherwise  be  restored  or  returned  by  any  obligee  of   the
Obligations,  whether  as  a "voidable  preference",  "fraudulent
conveyance",  or  otherwise,  all  as  though  such  payment   or
performance had not been made.  In the event that any payment, or
any  part  thereof, is rescinded, reduced, restored or  returned,
the  Obligations shall be reinstated and deemed reduced  only  by
such  amount  paid  and  not so rescinded, reduced,  restored  or
returned.

      X.18  Consent to Jurisdiction.  As a further inducement  to
the  Agent  and  each  Lender to enter into this Agreement,  each
Borrower  covenants  and agrees (i) that the  state  and  federal
courts  within  Cook  County,  Illinois,  and  Milwaukee  County,
Wisconsin  shall  have jurisdiction of any action  or  proceeding
relating  to,  or  arising  under  or  in  connection  with  this
Agreement and each Borrower consents to personal jurisdiction  of
such   courts   and   waives  any  objection  to   such   courts'
jurisdiction, (ii) that service of any summons and  complaint  or
other  process in any such action or proceeding may  be  made  by
registered  or  certified  mail directed  to  Sundance's  address
stated  on the signature page hereof or to such other address  as
Sundance may by written notice provide to the Agent and each such
Lender.   Service  so  made shall be deemed to  be  service  upon
Sundance  and  each  of the other Borrowers,  and  each  Borrower
hereby  irrevocably appoints Sundance as its attorney in fact  to
accept  such  service. Service so made shall be deemed  completed
upon  the  earlier of actual receipt or five (5) days  after  the
same  shall  have been posted as aforesaid, each Borrower  hereby
waiving personal service thereof.  Nothing in this Section  10.18
shall  affect the right of the Agent or a Lender to  serve  legal
process in any other manner permitted by law or affect the  right
of  the  Agent  or  a  Lender to bring any action  or  proceeding
against  any Borrower or its property in the courts of any  other
jurisdiction  or effectuate any judgment entered by  a  court  of
competent jurisdiction.

     X.19  Venue.  Each Borrower, the Agent and each Lender agree
that any claim or suit between or among any of the parties hereto
relating  to,  or  arising  under  or  in  connection  with  this
Agreement  or  any  transactions  contemplated  hereby  shall  be
brought  only  in  and  decided by the state  or  federal  courts
located  in  the  county  of Cook, Illinois,  or  the  county  of
Milwaukee, Wisconsin (except as provided in the last sentence  of
Section  10.18),  such courts being a proper forum  in  which  to
adjudicate  such claim or suit, and each party hereby waives  any
objection to such venue and waives any claim that such  claim  or
suit has been brought in an inconvenient forum.

     X.20 Advertisement.  Any of the Agent and each Lender may at
any  time advertise the existence of the credit facility  created
for Borrowers hereunder.

      X.21   WAIVER  OF JURY TRIAL.  ALL OF THE PARTIES  TO  THIS
AGREEMENT WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY  RIGHT
TO  TRIAL  BY  JURY  IN ANY CIVIL ACTION OR CIVIL  PROCEEDING  TO
ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT OR ANY  OF  THE
DOCUMENTS OR INSTRUMENTS EXECUTED AND DELIVERED PURSUANT  HERETO,
OR  OTHERWISE RELATING TO THIS AGREEMENT OR SUCH OTHER  DOCUMENTS
AND  INSTRUMENTS,  OR  THE TRANSACTIONS  CONTEMPLATED  HEREBY  OR
THEREBY,  AND AGREE THAT ANY SUCH ACTION OR PROCEEDING  SHALL  BE
TRIED  BEFORE A COURT AND NOT BEFORE A JURY.  THE PARTIES  HERETO
WAIVE  TO THE FULLEST EXTENT PERMITTED BY LAW ALL RIGHT TO  TRIAL
BY  JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE  OR
DEFEND  ANY  RIGHTS OR REMEDIES UNDER, OR ARISING  IN  CONNECTION
WITH  OR RELATING TO THIS AGREEMENT, THE NOTE OR ANY OF THE OTHER
LOAN DOCUMENTS.


     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
Attest:


By:_/s/ Michael Santay _______     By: ___/s/ Arthur M.Titus_______
Title: ___Controller __________    Title:___President_____________

 [CORPORATE SEAL]
                                   Address:
                                   1375 East Woodfield Road
                                   Suite 600
                                   Schaumburg, Illinois  60173

 SLIH DEVELOPMENT, INC., an Illinois corporation
Attest:
By: __/s/ Michael Santay ______         By: _____/s/ Arthur M. Titus_________
Title: __Controller   __________        Title:____President_________________

[CORPORATE SEAL]
                                   Address:
                                   1375 East Woodfield Road
                                   Suite 600
                                   Schaumburg, Illinois  60173


REMBRANDT HOMES, INC., an Illinois corporation
Attest:
By: ___/s/ Michael Santay _______       By: _____/s/ Arthur M.Titus__________
Title: ___Controller___________         Title: _____President________________

[CORPORATE SEAL]
                                   Address:
                                   1375 East Woodfield Road
                                   Suite 600
                                   Schaumburg, Illinois  60173


SRLB DEVELOPMENT, INC., an Illinois corporation
Attest:
By: __/s/ Michael Santay_______         By: ___/s/ Arthur M. Titus____________
Title: __Controller_____________        Title:____President_________________

[CORPORATE SEAL]
                                   Address:
                                   1375 East Woodfield Road
                                   Suite 600
                                   Schaumburg, Illinois  60173


SAR DEVELOPMENT, INC., an Illinois corporation
Attest:
By: __/s/ Michael Santay _____          By: ______/s/ Arthur M. Titus_________
Title: ___Controller__________     Title: ____President ________________

[CORPORATE SEAL]                   Address:
                                   1375 East Woodfield Road
                                   Suite 600
                                   Schaumburg, Illinois  60173

SUNDANCE HOLDINGS, INC., an Illinois corporation
Attest:
By: _/s/ Michael Santay_______      By: __/s/ Arthur M. Titus_______
Title: __Controller_________            Title: ____President___________

     [CORPORATE SEAL]              Address:
                                   1375 East Woodfield Road
                                   Suite 600
                                   Schaumburg, Illinois  60173

CHICAGO URBAN PROPERTIES, INC., an Illinois corporation
Attest:
By: __/s/ Arthur M. Titus____      By: __/s/ Caren Menas__________
Title: __President__________       Title: ___Vice President__________

     [CORPORATE SEAL]              Address:
                                   1375 East Woodfield Road
                                   Suite 600
                                   Schaumburg, Illinois  60173

BANK ONE, MILWAUKEE, NA, a national banking association

By:___/s/ Brett P. Stone_____________
Its:___Vice President______________

                                   Address:
                                   111 East Wisconsin Avenue
                                   Milwaukee, Wisconsin  53202

LASALLE NATIONAL BANK, a national banking association, individually
and in its capacity as Agent

By: ___/s/ Kent A. Knebelkamp_____
Title: ___Vice President______________

                                   Address:
                                   135 South LaSalle Street
                                   Chicago, Illinois  60603