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                                                                   EXHIBIT 10.21

                             FIRST AMENDMENT TO THE
                           SECOND AMENDED AND RESTATED
                       EMPLOYMENT AND CONSULTING AGREEMENT


              WHEREAS, U.S. Home Corporation (the "Company") and Robert J.
Strudler (the "Executive") have entered into the Second Amended and Restated
Employment and Consulting Agreement (the "Agreement"), dated as of February 9,
1999; and

              WHEREAS, Section 5(d) of the Agreement provides for the making of
certain payments to the Executive in the event a Change in Control Event (as
defined therein) occurs, and provides for certain limitations on such payments;
and

              WHEREAS, on February 9, 2000, the Board of Directors of the
Company (the "Board") resolved that the Agreement should be amended to remove
such limitations and to provide for an additional payment to the Executive under
certain circumstances, and the Executive agreed to such amendment on such date;
and

              WHEREAS, Section 3(a) of the Agreement provides for a deferral of
a portion of the Executive's compensation under certain circumstances; and

              WHEREAS, the Board had previously resolved that, for purposes of
determining whether the Executive's "applicable employee remuneration" for
calendar year 2000 exceeds the maximum amount deductible by the Company for such
year, the amount includible in his income by reason of the Company's attainment
of financial goals which required the removal of the restrictions placed on the
Company's common stock he was awarded under the Third Amended and Restated
Corporate Officers and Presidents of Operation Restricted Stock Plan shall be
ignored; and

              WHEREAS, Section 7(c) of the Agreement permits an amendment by
written agreement of the parties.

              NOW, THEREFORE, for good and valuable consideration, the Company
and the Executive agree that the Agreement shall be amended as set forth below.


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                                      FIRST

              The second sentence of Section 3(a) of the Agreement is hereby
amended in its entirety, to read as follows:

              Notwithstanding the foregoing, if the Executive's applicable
              employee remuneration (as defined in Section 162(m) of the
              Internal Revenue Code of 1986, as amended (the "Code")) for any
              taxable year would exceed the higher of $1 million or the maximum
              amount deductible by the Company under Section 162(m) for such
              taxable year, the amount otherwise payable shall be reduced to the
              higher of $1 million or the maximum amount deductible under
              Section 162(m) and the excess shall be deferred until the
              expiration of the Employment Term and shall be payable in a cash
              lump sum on April 16 of the first year of the Consultation Period;
              provided, however, that any income that the Executive recognizes
              in calendar year 2000 as a result of the vesting of otherwise
              restricted shares under the Company's Third Amended and Restated
              Corporate Officers and Presidents of Operations Restricted Stock
              Plan by reason of the Company's attainment of financial goals
              during calendar year 1999 shall not be included in the
              determination of the amount deferred for either calendar year.

                                     SECOND

              Section 5(d) of the Agreement is hereby amended by the deletion of
the phrase "within the time period specified in subparagraph (iii) below" in the
ninth line thereof and the addition of the phrase "not later than 30 days after
he gives notice to the Company under this paragraph" in its place and stead.

                                     THIRD

              Section 5(d) of the Agreement is hereby amended by the deletion of
subparagraphs (ii) and (iii), by renumbering subparagraph (iv) as subparagraph
(iii), and by the addition of a new subparagraph (ii) to read as follows:

              (ii) Notwithstanding anything herein to the contrary, if the
              aggregate amounts payable pursuant to subparagraph (i) of this
              paragraph (d) or under any other agreement, plan or arrangement
              maintained by the Company (the "Change in Control Payments") are
              or at any time becomes subject to the tax imposed by


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              Section 4999 of the Code (the "Excise Tax"), the Company shall pay
              to the Executive at the time specified below, an additional lump
              sum cash amount (the "Gross-Up Payment") such that the net amount
              retained by the Executive after deduction of any Excise Tax on the
              Change in Control Payments and any federal, state and local income
              tax and Excise Tax upon the payment provided by this subparagraph,
              shall be equal to the Change in Control Payments. For purposes of
              determining whether any of the Change in Control Payments will be
              subject to the Excise Tax and the amount of such Excise Tax, (A)
              any other payments or benefits received or to be received by the
              Executive in connection with a Control Change shall be treated as
              "parachute payments" within the meaning of Section 280G of the
              Code, and all "excess parachute payments" within the meaning of
              such Section 280G shall be treated as subject to the Excise Tax,
              unless in the opinion of tax counsel selected by the Company's
              independent auditors and acceptable to the Executive, such other
              payments or benefits (in whole or in part) do not constitute
              parachute payments, or such excess parachute payments (in whole or
              in part) represent reasonable compensation for services actually
              rendered within the meaning of Section 280G of the Code, and (B)
              the value of any non-cash benefits or any deferred payment or
              benefits shall be determined by such independent auditors in
              accordance with the principles of Section 280G of the Code. For
              purposes of determining the amount of the Gross-Up Payment, the
              Executive shall be deemed to pay federal income taxes at the
              highest marginal rate of federal income taxation in the calendar
              year in which the Gross-Up Payment is to be made and state and
              local income taxes at the highest marginal rates of taxation in
              the state and locality of his residence on the date of his
              termination of employment net of the maximum reduction in federal
              income taxes which could be obtained from deduction of such state
              and local taxes. In the event that the Company furnishes the
              Executive with a written opinion of its independent accountants
              (reasonably satisfactory to the Executive) that the Excise Tax due
              is subsequently determined to be less than the amount taken into
              account hereunder at the time a Gross-Up Payment was made, the
              Executive shall repay to the Company at the time that the amount
              of such reduction in Excise Tax is finally determined, the portion
              of the Gross-Up Payment attributable to such reduction plus
              interest on the amount of such repayment at the rate provided in
              Section 1274(b)(2)(B) of the Code. Notwithstanding the foregoing,
              if any portion of the Gross-Up Payment to be refunded to the
              Company has been paid to any federal, state or local tax
              authority, repayment thereof shall not be required until an actual


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              refund or credit of such portion has been made to or obtained by
              the Executive from such tax authority, and any interest payable to
              the Company shall not exceed the interest received or credited to
              the Executive by any such tax authority. The Executive shall be
              fully indemnified by the Company for any out-of-pocket costs,
              expenses or fees attributable to the filing of any refund or other
              claim. Notwithstanding the foregoing, in the event the Executive
              notifies the Company that the Excise Tax has been determined (by
              the Executive's tax counsel or otherwise) to exceed the amount
              taken into account hereunder at the time a Gross-Up Payment was
              made (including by reason of any payment the existence or amount
              of which cannot be determined at the time of the Gross-Up
              Payment), the Company shall make an additional Gross-Up Payment in
              respect of such excess Excise Tax (plus any interest payable with
              respect to such excess) at the time that the amount of such excess
              is finally determined. A Gross-Up Payment shall be paid to the
              Executive not later than ten (10) business days following the
              payment of any Change in Control Payments which are subject to
              Section 4999 of the Code.


                                     FOURTH

              Except as set forth above, the Agreement shall remain in full
force and effect.


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              IN WITNESS WHEREOF, the parties hereto have duly executed this
amendment as evidence of its adoption as of February 9, 2000.

                                By: /s/ Isaac Heimbinder
                                    --------------------------------------------
                                    Name: Isaac Heimbinder
                                    Title: President, Co-Chief Executive Officer
                                    and Chief Operating Officer


                                EXECUTIVE:


                                /s/ Robert J. Strudler
                                ------------------------------------------------
                                Name:  Robert J. Strudler