<PAGE> 59
                                                           EXHIBIT 10.3




                                                     
                            AMENDED AND RESTATED
                    EMPLOYMENT AND CONSULTING AGREEMENT


                  AMENDED AND RESTATED EMPLOYMENT AND CONSULTING AGREEMENT,
dated  as  of  October 17, 1995, by  and between U.S. Home Corporation (the
"Company"), and Robert J. Strudler (the "Executive").

                  WHEREAS,  the Company and the Executive are parties to an
Employment and Consulting Agreement,  dated May 12, 1986, as amended by (i)
the First Amendment to Employment and Consulting Agreement,  dated February
8, 1990, (ii) the Second Amendment to Employment and Consulting  Agreement,
dated  December 6, 1990,  and (iii) the Third  Amendment to Employment  and
Consulting Agreement, dated May 25, 1993 (collectively, the "Agreement").

                  WHEREAS,  the Company and the  Executive  desire to amend
and restate the Agreement as hereinafter provided.

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

                  NOW, THEREFORE, the  Company and  the  Executive agree to
amend and restate the Agreement as follows:

                  1.   Employment and Duties.  The Company shall employ the
Executive, and the Executive shall be employed by the Company,  as Chairman
and  Co-Chief  Executive Officer, at the Company's headquarters in Houston,
Texas  (or such  other location  as  shall  be mutually satisfactory to the
Executive  and  the  Company)  for  the  term of  this  Agreement. In these
capacities, the Executive shall devote  substantially  all of his  business
time and energies to the business of  the  Company and  shall  perform such
services  as  shall  from  time  to time be assigned to him by the Board of
Directors of the Company.

                  2.   Term. The term of the Executive's employment hereunder
shall continue until June 20, 1999; provided,  however, that, unless either
party otherwise elects by notice in writing delivered to the other at least
90 days prior to June 20, 1999, or any  subsequent  anniversary of June 20,
1999,  such term shall be  automatically  renewed for  successive  one-year
terms unless sooner terminated by the Executive's  voluntary resignation or
otherwise   terminated  pursuant  to  the  terms  of  this  Agreement  (the
"Employment Term").

                  3.   Compensation and Benefits.

                       (a)   Compensation.  During each calendar year of the
Employment Term, the Company shall pay the  Executive:  (i) a base salary at
a rate  of $425,000 per year (the "Base Salary"),  payable  in substantially
equal biweekly installments, and (ii) any cash bonus to which he is entitled

<PAGE> 60

pursuant  to   the  provisions of Appendix A hereto,  payable as promptly as
practicable  after the end of  each such  calendar  year,  but in any  event
by  April 15 of the  following year. 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.
The deferred compensation shall accrue interest at the same rate charged the
Company from time to time under the Credit Agreement,  dated as of September
29,  1995, among the Company,  the First National Bank of Chicago, as agent,
and certain  lenders named therein,  as amended,  restated,  supplemented or
otherwise  modified  from   time  to  time, or any successor  facility.  The
Executive's Base Salary and bonus shall be reviewed at least annually by the
Board of Directors of the Company, or pursuant to its delegation, and (i) at
a minimum, the Board shall increase the Base Salary annually commencing with
the 1996 calendar year  by  an amount  determined by multiplying the current
Base Salary by  the  percentage  increase  in the  Consumer  Price  Index --
U.S.  City Average published by the Bureau of Labor Statistics of the United
States Department of Labor (or if that  Index is no longer published  by any
substantially  equivalent successor  thereto) (the "Consumer Price Index") in
the preceding  calendar year, and (ii) the Board may increase the bonus from
time to time.

                       (b)   Stock Options.  On  October  17, 1995,   the
Executive was granted an option (the "Option") to  purchase 50,000 shares of
the Company's common stock, $.01 par value per share  (the "Common  Stock"),
pursuant to the Company's  1993 Employee's  Stock  Option Plan.  Such Option
shall be an "incentive stock option" within the meaning of Section 422 of the
Code to the  extent permitted by Section  422(d) of the Code;  to  the extent
not permitted  by  Section 422(d), the  remaining portion of the Option shall
be a nonqualified stock option.  The Option shall be for a term of ten  years
from,  and shall be exercisable immediately at the fair  market  value of the
Common Stock on, the date of grant.

                       (c)   Retirement Benefit.

                             (i)  In  consideration  of the Executive's past
services  to  the  Company, the Executive  shall be entitled to a retirement
benefit,  payable  monthly for  his life,  in an amount  equal to 50 percent
of  his  highest  monthly  Base  Salary  during the  Employment  Term.  Such
payments  shall  commence on the first day  of  the month coincident with or

<PAGE> 61

next following  the later of the Executive's  attainment  of  age 58 or  the
end of  the  Employment  Term (the "Commencement  Date"); provided, however,
that  if  the Employment Term terminates prior to his  attainment of age 58,
the  Executive  may  elect  by  written   notice to the Company to have such
payments commence on the first day  of  any  month  after  such  termination
of  employment  (the  "Early Commencement  Date") in a monthly  amount equal
to the monthly  amount  that  the  Executive  would  have  received  at  the
Commencement  Date,  reduced  by  one-third  of one percent (.33%) per month
for each month by which the Early Commencement Date precedes the Commencement
Date.  The  amount of  each  payment  hereunder  shall  be increased on each
January  1 following  the  Early Commencement  Date  or  Commencement  Date,
as  applicable,  by  an  amount  determined by  multiplying  the  amount  of
each monthly payment made in the  preceding year by the percentage increase,
if any, in  the cost of living from the preceding January 1, as reflected by
the  Consumer  Price Index. The Executive's  election to have his retirement
benefit  payments commence on the Early  Commencement  Date shall not affect
the  Company's  obligation to  pay   consulting  fees  to  the  Executive in
accordance with Section 4 hereof.

                                  The   retirement   benefit  shall   be  an
unconditional, but unsecured, general credit obligation of the Company to the
Executive, and  nothing  contained in this  Agreement,  and no action  taken
pursuant to it,  shall  create or be construed to create a trust of any kind
between  the  Company  and the Executive. The Executive shall have no right,
title or interest whatever  in  or  to any investments which the Company may
make  (including,  but  not limited  to, an insurance  policy on the life of
the Executive) to aid it in meeting its obligations hereunder.

                             (ii)  From time to time, the Company shall make
such contributions to  the trust established under the Trust Agreement dated
as of December 18, 1986 (the  "1986 Trust") between the Company, as grantor,
and  William E. Reichard, as  successor  trustee, to  provide  a  sufficient
reserve for the discharge of its obligation to pay the retirement benefit to
the Executive as provided in clause (i) of this Section 3(c) and clauses (ii)
and (iii) of Section 5(a) hereof.

                       (d)   Expense    Reimbursement. The   Company   shall
promptly  pay, or  reimburse  the Executive  for, all ordinary and necessary
business expenses incurred by him in the performance of his duties hereunder,
provided that the  Executive  properly accounts for them in accordance with 
Company policy.


<PAGE> 62

                       (e)   Other Benefit Plans, Fringe Benefits, and
Vacations

                             (i)  The   Executive  shall  be  eligible  to
participate  in  each  of the Company's present  employee  benefit  plans,
policies or  arrangements  and any such plans,  policies  or  arrangements
that the Company may maintain or establish during the Employment  Term and
receive all fringe benefits and vacations for which his position makes him
eligible  in accordance  with the Company's usual  policies  and the terms
and  provisions  of such plans,  policies or arrangements.

                            (ii)  The  Company  shall  not  terminate  or
change, in such a way as to adversely affect the Executive's rights or reduce
his benefits, any employee benefit plan,  policy or arrangement now in effect
or which may  hereafter be established and in which the Executive is eligible
to participate, including, without limitation,  the Company's profit sharing,
life insurance,  disability  and stock option  plans,  unless a plan,  policy
or  arrangement  providing  the  Executive  with at least  equivalent  rights
and benefits has been established.
                           (iii)  From  and  after  the   last  day  of   the
Employment Term, the Executive shall be entitled to  participate  in  each of
the Company's employee benefit plans, policies or arrangements  which provide
medical coverage and similar benefits  to  the  Company's  executive officers
(the "Company Medical Plan")  on  the  same  basis  as  the  Company's  other
executive officers.  The Company  shall bear the cost of medical coverage and
benefits   during  the Consultation  Period (as defined  below);  thereafter,
the Executive shall bear  such cost.  After the  Executive  is  eligible  for
Medicare  and  the  Company  becomes  a  secondary  payor (or its equivalent)
pursuant to Medicare or other  applicable  law,  the  Company  shall  provide
secondary  medical coverage and  benefits. If continued  coverage  under  the
Company Medical Plan is not  possible under the terms of any insurance policy
or applicable law following  the  Employment  Term, the Company shall provide
the Executive with coverage  equivalent  to that  provided  to the  Company's
other  executive officers under  a policy or arrangement  acceptable  to  the
Executive.  In  the event of the  Executive's  death  before  the  end of the
Consultation  Period, the  Company  shall  continue  to  provide such primary
and  secondary   medical  coverage,  as   applicable,  and  benefits  to  the
Executive's  spouse  and  dependents  for  the remainder of the  Consultation
Period  on  the  same  basis  as  provided  to  the Company's other executive
officers.

                  4.   Consultation Period.  From and after the last day of
the  Employment   Term  and  for  a  period   of   five   years  thereafter
(the "Consultation  Period"),  the Executive shall serve as a consultant to
the Company  with respect to such  business  matters and at such times (not
more than four  days per month and not more than two  consecutive  days per
week) as the Company may reasonably  request  within Harris County,  Texas;
provided, however, that if the Consultant does not reside in Harris County,
he may  perform  his  consulting  duties  hereunder  at his  then  place of
residence  and shall be required to come to Harris County not more than one
day in each calendar month.  During the  Consultation  Period,  the Company
shall pay the  Executive  (in addition to any other  amounts to which he is

<PAGE> 63

entitled  pursuant to this  Agreement) a consulting  fee, in  substantially
equal biweekly installments,  at the rate of $139,854 per year increased by
an amount determined by multiplying $139,854 by the percentage increase, if
any,  in the cost of  living  between  January  1,  1995 and the  January 1
immediately  preceding the date of commencement of the Consultation Period,
as reflected by the Consumer Price Index.  The amount of the consulting fee
shall be increased on each January 1 during the  Consultation  Period by an
amount  determined by multiplying  the amount of the consulting fee paid in
the  preceding  year by the  percentage  increase,  if any,  in the cost of
living from the  preceding  January 1, as reflected  by the Consumer  Price
Index. During the Consultation Period, the Executive shall be reimbursed up
to an amount not to exceed  $50,000  during  each year of the  Consultation
Period for any expenses  incurred by the Executive for (i) the  maintenance
of an office that shall be located other than at the Company's  offices and
(ii) secretarial  assistance,  such expenses to be billed and paid monthly.
During the  Consultation  Period,  the  Executive  shall not be required to
undertake any  assignment  inconsistent  with the dignity,  importance  and
scope of his prior  positions or with his physical and mental health at the
time.  It is  expressly  understood  between  the  parties  that during the
Consultation  Period, the Executive shall be an independent  contractor and
shall not be subject  to the  direction,  control,  or  supervision  of the
Company.  The  provisions  of Sections 5, 6 and 7 hereof shall  continue to
apply to the Executive during the Consultation  Period.

 .                5.   Termination.

                       (a) Death and Disability

                           (i)  The Executive's employment  hereunder shall
terminate upon his death or upon his becoming Totally Disabled.  For purposes
of  this  Agreement,  the  Executive  shall be "Totally Disabled" if  he is
physically or mentally incapacitated  so  as to  render  him  incapable  of
performing  his usual  and  customary  duties  as  an  executive  (for  the
Company or otherwise). The Executive's  receipt of Social Security disability
benefits shall be deemed conclusive evidence of Total Disability for purposes
of this Agreement; provided, however, that in the absence of his receipt of
such Social Security benefits,  the Board of Directors of the Company may, 
in  its  sole  discretion, but  based  upon  appropriate  medical evidence,
determine that the Executive is Totally Disabled.

                          (ii)  In the event  that the Executive is Totally
Disabled before his retirement benefit pursuant  to Section 3(c) hereof has
commenced  to be  distributed (whether  or not  he is in the  employ of the
Company at the time he is so Totally Disabled),  such benefit shall commence
to be distributed  to him  on the first day of the month next following his
Total Disability,  as if  such  payments  had commenced at his Commencement
Date.


<PAGE> 64

                         (iii)  In the event of the Executive's death (while
Totally Disabled or otherwise) after his retirement benefit has commenced to
be  distributed  pursuant to Section 3(c) hereof or subparagraph (ii) above,
as applicable,  the  Company shall continue to pay such  retirement  benefit
to his  Beneficiary  for  her  life. If the  Executive's  retirement benefit
pursuant to Section 3(c) hereof has not  commenced  to be distributed on the
date of his death,  such benefit shall commence  to be  distributed  to  his
Beneficiary  for  her  life on the first  day of the  month  next  following
his  date  of  death,  as  if  such   payments   had   commenced   at   his 
Commencement   Date.  For  purposes   of  this  Agreement,  the  Executive's
"Beneficiary" shall be deemed  to be  his spouse; if his spouse  predeceases
him (or if he is not  married  at  the time of his death),  his  Beneficiary
shall  be  deemed  to  be his  estate  which  shall receive,  in lieu of the
payments  otherwise  payable  to the  Executive's spouse  hereunder,  a lump
sum cash  payment  equal to the actuarial  present value  (determined on the
basis  of  a 6 percent  per annum  interest rate assumption and no decrement
for mortality) of the payments that would have been made to a spouse for her
life,  assuming that such spouse was  three years younger than the Executive
on  his  date  of death.  If the Executive predeceases his spouse,  upon her
death,  a lump sum cash payment equal to the amount of any cash  and present
value of  all  property  (including  any annuity  contracts)  owned  by  the
1986 Trust  as  of the date of her death shall be paid by the Company to his
spouse's estate  or  any beneficiary or beneficiaries designated in her last
will  and   testament  as  soon  as practicable  after  such calculation is 
completed. The acturial  present  value of any  annuity  contracts shall  be
calculated  by  the insurance company  that  issued such contract or, if any
such  insurance company  cannot supply  such present  value,  by an enrolled
actuary.

                       (b) The   Executive's  employment  hereunder  may  be
terminated for Cause. For purposes of this Agreement,  the term "Cause" shall
mean (i) the Executive's continuing willful failure  to  perform  his duties
hereunder   (other than as a result of total or  partial incapacity  due  to
physical or mental  illness),  (ii) gross negligence  or  malfeasance by the
Executive in the  performance  of  his  duties  hereunder, (iii) an  act  or
acts on the  Executive's  part constituting a felony under the laws  of  the
United  States  or  any state  thereof  which  results or  was  intended  to
result  directly  or  indirectly  in  gain  or  personal  enrichment by  the
Executive  at   the   expense   of  the  Company,  or  (iv)  breach  of  the
provisions of Section 6(b) hereof.

                       (c)  Without Cause.  If  the Executive's  employment
or his retention as a consultant hereunder is terminated  without Cause, as
soon as practicable (but not later than 30 days)  after such  termination, 
he shall receive a lump sum cash payment equal to the sum of: (i) an amount
equal to his highest monthly Base Salary during the Employment  Term  prior
to such termination  multiplied by the  number of months  remaining  in the
Employment Term (but by not less than thirty-six months if such termination
occurs during the Employment Term);  (ii) if such termination occurs during

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the  Employment  Term,  an  amount equal  to the bonuses  paid  pursuant to
Section 3(a)(ii) hereof and Appendix A hereto or otherwise,  whether or not
deferred,  in respect of the most recently  completed three calendar years;
(iii) an amount equal to the  actuarial  present value  (determined  on the
basis of a 6 percent per annum  interest rate  assumption  and no decrement
for  mortality) of the  retirement  benefit  payments  payable to him under
Section  3(c),  commencing on the  Commencement  Date (or, if such payments
have commenced,  such actuarial  present value of the remaining  payments);
and (iv) an amount equal to the consulting fees due him under Section 4 for
the term or remainder of the Consultation Period.

                       (d) Change in Control.

                           (i)  If a Change in Control Event (as defined in
Appendix B hereto) occurs, the Executive shall (A) if he so elects by written
notice to the Company within 360 days after such Change in Control Event,
be entitled to terminate his employment, if not already terminated by the
Company,  and,  in  either  event,  receive  the  amounts  set  forth  in
paragraph  (c)  above (excluding  the  amount of the  retirement  benefit
described  in  Section 5(c)(iii)) within the  time  period  specified  in
subparagraph (iii) below, as if the Company had terminated his employment
without Cause, and (B) if he so elects by  written notice to the Company 
within  360 days  after the occurrence of  such Change in Control  Event,
cause the Company to purchase the Executive's  principal residence at its
fair market value. For purposes of this Agreement, such fair market value
shall be  determined  by two independent real estate firms,  one of which
shall be selected by the Executive  and one by the Company.  If such real
estate firms fail to  agree  on such fair market value,  the two firms so
selected shall select a third firm  mutually  acceptable to them and such
third firm's  determination of fair market value shall be binding for all
purposes.

                          (ii)  Notwithstanding anything to the contrary
herein, if the aggregate amounts payable  pursuant to  subparagraph  (i)
of paragraph (d) hereof would cause any payment under such  subparagraph
(i) to be subject to an excise tax  as  an  "excess  parachute  payment"
under Section 4999 of the Code, such aggregate amounts payable hereunder
shall  be  reduced  by  the  smallest  amount  necessary  to ensure that
no payment hereunder shall be so treated under such Section 4999.  Prior
to effecting  such  reduction,  the  Company shall give the Executive 30
days' written notice of the fact, amount and basis of such reduction, as
well as a determination  of the shortest period  of time over which such
aggregate amounts may be paid and not  be  treated  as "excess parachute
payments." The Executive shall then have 30 days within which to elect in
writing to (A) receive a lump sum payment, reduced pursuant to the first
sentence hereof, or (B) receive the aggregate amounts payable pursuant to
subparagraph  (i) hereof in annual installments over the time period set
forth in the Company's  notice.  In making the determinations called for
in  this subparagraph  (ii),  the parties hereto shall rely conclusively

<PAGE> 66

on (1) the opinion of Hay-Huggins,  or such other consulting firm as the
Company  shall  designate  (with the  written consent  of the Executive)
within one year of the date hereof as to the  amount  of the Executive's
compensation which constitutes "reasonable compensation" for purposes of
Section 280G of the Code, and (2) the opinion of Kwasha  Lipton, or such
other actuarial firm as the  Company shall  designate  (with the written
consent of the Executive)  within  one year of the date hereof as to any
present value  calculations under Section  280G of the Code. The Company
shall bear all costs associated with obtaining such opinions.

                         (iii)  The  amounts  payable  pursuant  to this
paragraph (d) shall be paid (or commence to be paid) to the Executive not
later than 10 days after he notifies the Company under subparagraph (ii)
above  whether  he  wishes  to receive such amounts  in a lump sum or in
installments or, if no notice is given by the Company under subparagraph
(ii) above, within 30 days after the Executive gives notice to the Company
under subparagraph (i) above.

                          (iv)  In addition  to  all other rights  granted
him under this paragraph (d), if a Control Change (as defined in paragraph
(c) of Appendix B hereto) occurs, the Executive shall be entitled to elect
to terminate his employment  with  the  Company upon written notice to the
Company, effective  not  more  than  10 days after such election.  In such
event, (A)  the  Consultation  Period   shall  commence  immediately  upon
termination of employment and shall cease five years  thereafter,  (B) the
Executive shall be entitled to elect at any time to  have  payment of  his
retirement benefit commence on the Early Commencement Date  in  an  amount
determined in accordance with  the  provisions of Section 3(c) hereof, and
(C) the Company shall promptly,  but  not  later  than  10 days after such
election,  transfer sufficient assets to the 1986 Trust so that the assets
of the 1986 Trust are then sufficient to discharge the obligations for the
consulting fees and retirement  benefits due him in full.

                  6.   Covenants.

                       (a)  Confidentiality.  The Executive  acknowledges
that he has acquired and will acquire confidential information respecting
the  business  of the  Company.  Accordingly, the Executive  agrees that,
without the written consent of the Company as authorized by  its Board of
Directors, he  will  not, at  any   time,  willfully  disclose  any  such
confidential   information  to  any  unauthorized  third  party  with  an
intent that  such  disclosure  will result in  financial  benefit to  the
Executive or to any person  other  than  the  Company. For  this purpose,
information shall be considered confidential only if such  information is
uniquely proprietary  to  the Company and  has  not  been  made  publicly
available prior to its disclosure by the Executive.


<PAGE> 67

                       (b)  Competitive Activity.  Until  the  end  of the
Consultation  Period, the Executive shall not, without the consent  of the
Board of Directors of the Company, directly or indirectly, knowingly engage
or be interested  in (as owner,  partner, shareholder, employee, director,
officer, agent, consultant or otherwise), with or without compensation, any
business which (i) is in competition with any line of business being actively
conducted by the Company or any of its affiliates  or  subsidiaries during
the Employment Term or Consultation Period,  or (ii) shall hire any person
who was  employed  by the Company or any of its affiliates or subsidiaries
within the six-month period preceding such hiring, except for any employee
whose  annual  rate of  compensation is not in excess of $55,000.  Nothing
herein,  however,  shall prohibit the Executive  from acquiring or holding
not more than one percent of any class of  publicly  traded  securities of
any  such  business. 

                       (c)  Remedy for Breach. The  Executive acknowledges
that the provisions of this Section 6 are reasonable and necessary for the
protection of the Company and that the Company will be irrevocably damaged
if such covenants are not specifically enforced. Accordingly,  the Executive
agrees  that, in  addition to any other relief to which the Company may be
entitled,  the Company  shall  be  entitled to seek and obtain  injunctive
relief  (without  the requirement of any bond) from a court  of  competent
jurisdiction  for the  purposes  of  restraining  the Executive  from  any
actual or threatened breach of such covenants.  Notwithstanding anything to
the contrary herein,  the provisions of this Section 6 shall cease to apply
to the Executive if his employment  hereunder terminates without  Cause or
following  a Change  in  Control  Event.  In addition,  in  the event that
the Executive  breaches the  provisions  of  this  Section  6  during  the
Consultation Period,  the Company's  sole remedy shall be to terminate the
Executive  for  Cause.

                  7.   Miscellaneous.

                       (a)  Governing Law.  This Agreement shall be governed
by  and  construed  in  accordance  with the laws of the State of Delaware
applicable to agreements made and to be performed in that State.

                       (b)  Notices.  Any   notice,   consent   or   other
communication made or given in connection  with this Agreement shall be in
writing and shall be deemed to have  been  duly  given  when  delivered by
United  States registered or certified mail, return receipt requested,  to
the parties at the following addresses or at such other address as a party
may specify by notice to the other.

                           To the Executive:

                           11110 Greenbay
                           Houston, Texas  77024


<PAGE> 68

                           To the Company:

                           U.S. Home Corporation
                           1800 West Loop South
                           Houston, Texas  77252

                           Attention:  Secretary

                      (c)  Entire  Agreement; Amendment.   This  Agreement
shall supersede any and all existing agreements  between the Executive and
the Company  or  any  of its  affiliates  or  subsidiaries relating to the
terms  of  his  employment.  It  may  not  be amended  except by a written
agreement signed by both  parties.

                       (d)  Waiver.   The failure of a party to insist upon
strict adherence to any term of this Agreement on any occasion shall not be
considered  a  waiver thereof or deprive that party of the right thereafter
to insist upon strict  adherence  to  that  term  or any other term of this
Agreement. 
 
                       (e)  Assignment.  Except as  otherwise  provided in
this paragraph,  this Agreement shall inure to the benefit of and be binding
upon  the  parties  hereto  and  their  respective heirs, representatives,
successors and assigns.  This  Agreement  shall not be  assignable  by the
Executive,  and shall be assignable by the Company only to any corporation
or other entity resulting from the reorganization,  merger or consolidation
of the Company with any other  corporation or entity or any corporation or
entity to which the Company may sell all or substantially all of its assets,
and it must be so assigned by the Company to, and accepted as binding upon
it  by, such  other  corporation  or  entity in  connection  with any such
reorganization,  merger, consolidation or sale. 

                       (f)  Litigation Costs.  In  the   event  that   the
Executive shall successfully prosecute a judicial proceeding to enforce any
provision of this Agreement, in addition to any other relief  awarded  the
Executive by the  court in  such   action,  the  parties  agree  that  the
judgment  rendered  shall  award  the  Executive  all  of his  attorneys'
fees,  disbursements   and  other  costs  incurred  by  the  Executive in
prosecuting  such suit.

                       (g)  Separability.   If   any  provision  of  this
Agreement is invalid or unenforceable,  the balance of the Agreement shall
remain in effect, and  if  any provision is inapplicable to any person or
circumstance,  it shall  nevertheless  remain  applicable  to  all  other
persons and circumstances.



<PAGE> 69

                  IN WITNESS WHEREOF, the parties hereto have duly executed
this  Amended  and  Restated   Employment  and  Consulting   Agreement  and
Appendices A and B thereto as evidence of their  adoption  this 17th day of
October, 1995.

                           U.S. HOME CORPORATION


                           By \s\ Isaac Heimbinder
                              ----------------------------------------
                              Name: Isaac Heimbinder

                              Title:  President, Co-Chief
                                      Executive Officer and
                                      Chief Operating Officer


                           EXECUTIVE:


                           By  \s\ Robert J. Strudler
                               ---------------------------------------
                               Name: Robert J. Strudler

<PAGE> 70

                                 Appendix A

                  This  Appendix A is  attached to and shall form a part of
the Amended and Restated Employment and Consulting Agreement, dated October
17, 1995, by and between U.S. Home Corporation (the "Company"),  and Robert
J. Strudler (the "Executive").

                  (a)  The Executive's bonus, if any, for each calendar year
during the Employment  Term commencing with the 1995 calendar year shall be
an amount equal to:

                      (i)  one-half (1/2) of one percent (1%) of the first
$10,000,000 of the Company's Pre-Tax Income for such year, plus

                     (ii)  three-fourths (3/4) of one percent (1%) of the
next $10,000,000 of the Company's Pre-Tax Income for such year, plus

                    (iii)  one percent (1%) of the Company's Pre-Tax Income
for such year in excess of $20,000,000.

                  (b)  In the event that the Executive's employment hereunder
is terminated for any reason prior to the end of a calendar year, including
the expiration of the Employment  Term, his bonus for such year shall be an
amount,  estimated in good  faith by the Board of Directors of the Company
based on reasonable assumptions and projections,  but without  the benefit
of the report  referred to  in  paragraph  (c) below, equal  to  the bonus
otherwise determined pursuant to this Appendix A,  multiplied by a fraction,
the numerator of which is the number of calendar  months  during such year
in which the Executive was employed by the Company for at least one business
day, and the denominator of which is 12.

                  (c)  For  purposes  of  this   Agreement,   the Company's
"Pre-Tax  Income" for any year shall mean the income of the Company and its
consolidated and unconsolidated  subsidiaries for such year, as reported by
the Company and certified by its independent  certified public accountants,
except that no deduction  shall be made for the bonus  payable  pursuant to
this  Appendix A and Section  3(a)(ii)  hereof for such year or for Federal
income and State and local franchise, gross receipts, or income taxes.

                           U.S. HOME CORPORATION

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


                           EXECUTIVE:

                           By \s\ Robert J. Strudler
                              ------------------------------
                              Name:  Robert J. Strudler

<PAGE> 71


                                 Appendix B

                  This  Appendix B is  attached to and shall form a part of
the Amended and Restated Employment and Consulting Agreement, dated October
17, 1995, by and between U.S. Home Corporation (the "Company"),  and Robert
J. Strudler (the "Executive").

                  (a)   For purposes of this Agreement, a "Change in Control
Event"  shall occur when a "Control  Change" (as defined in  paragraph  (c)
below) is followed  within two years by a "Material  Change" (as defined in
paragraph (b) below).
                  (b)   A "Material Change" shall occur if:

                        (i)  the   Executive's   employment   hereunder   is
terminated without Cause;

                       (ii)  the Company makes any change in the Executive's
functions, duties or responsibilities from the position  that the  Executive
occupied  on  the  date  hereof or, if  this  Agreement  has been renewed or
extended,  the date of the last renewal or extension, but only if such change
would cause:
                             (A)  the Executive  to  report  to anyone other
than the Board of Directors of the Company,
                             
                             (B)  the Executive to no longer be the Chairman
of the Board of Directors and Co-Chief Executive Officer of the Company,
                         
                             (C)  even   if  the  Executive  maintains  the
positions  of  Chairman  of  the  Board of Directors and Co-Chief Executive
Officer,  his responsibilities to be  reduced  from those in effect  on the
date hereof or the date of the last renewal or extension of this Agreement,
as applicable, or to no  longer  be commensurate with those of the Co-Chief
Executive Officer of a company with  gross  annual sales of  at  least $800
million, or

                             (D)  the Executive's position with the Company
to become one of lesser importance or scope;

                      (iii)  the Company assigns or reassigns the Executive
(without his written permission) to another place of  employment  which  is
more than 10 miles from his place of employment  on the date hereof  or the
date of the last renewal or extension of this Agreement, as applicable, and
which  is  not  the  corporate headquarters of the Company; or

                       (iv)  the Company reduces the Executive's Base Salary
or otherwise breaches the terms of this Agreement.

                  (c)   A "Control Change" shall occur if:

                        (i)  a  report on  Schedule 13D is  filed  with the
Securities  and  Exchange  Commission  pursuant  to  Section  13(d) of  the
Securities  Exchange  Act of  1934 (the  "Exchange  Act")  disclosing  that
any person (within  the  meaning of Section 13(d)  of  the  Exchange  Act),
other  than  the  Company  (or  one of its  subsidiaries) or  any  employee
benefit plan sponsored by the Company (or one of its subsidiaries),  is the

<PAGE> 72

beneficial  owner, directly  or  indirectly,  of 15 percent or more  of the
combined  voting  power of the  then-outstanding securities of the Company;

                       (ii)  any person (within the meaning of Section 13(d)
of the  Exchange Act), other than the  Company (or one of its subsidiaries)
or any  employee  benefit plan sponsored by  the  Company (or  one  of  its
subsidiaries),  shall  purchase  securities  pursuant  to a tender offer or
exchange offer to acquire any common stock of the  Company  (or  securities
convertible   into  common   stock)  for  cash,  securities  or  any  other
consideration,  provided that after consummation of  the offer,  the person
in question is the beneficial owner (as such term  is defined in Rule 13d-3
under the Exchange Act),  directly or indirectly,  of 15 percent or more of
the  combined  voting  power  of  the  then-outstanding securities  of  the
Company (as determined under paragraph (d) of Rule 13d-3 under the Exchange
Act, in the case of rights to acquire common stock);

                      (iii)  the stockholders of the Company  shall approve
(A) any consolidation  or merger of the Company  (1) in which  the  Company
is not  the  continuing  or  surviving corporation,  (2)  pursuant to which
shares  of  common  stock  of  the  Company  would  be converted into cash,
securities or other property, or (3) with a corporation which prior to such
consolidation or merger owned  15  percent or more of the cumulative voting
power of the then-outstanding  securities of the Company,  or (B) any sale,
lease, exchange or other transfer (in one transaction or a series of related
transactions)  of all or  substantially all the assets of the Company; or

                       (iv)  there shall  have  been a change in a majority
of the members of the Board of Directors of the Company within  a  12-month
period,  unless the election or nomination for  election  by the  Company's
stockholders of each new director during such 12-month  period was approved
by the vote of  two-thirds  of the  directors then still in office who were
directors at the  beginning of such 12-month period.

                  (d)  Notwithstanding  the foregoing,  the issuance by the
Company of shares of Common Stock of the Company, $.01 par value per share,
convertible  preferred stock of the Company,  $.10 par value per share, and
Class B Warrants  aggregating  15% or more of the combined  voting power of
the Company to any one beneficial owner (as such term is used in Rule 13d-3
under the  Securities  Exchange Act of 1934, as amended) who is a holder of
claims or  interests  pursuant to the First  Amended  Consolidated  Plan of
Reorganization  of the Company and certain of its affiliates,  as modified,
filed with the United States  Bankruptcy Court for the Southern District of
New York (the "USH Plan") in exchange  for such claims or  interests  shall
not  be  deemed  to   constitute  a  Control   Change  unless  such  person
subsequently  increases  its  percentage  beneficial  ownership  above  the
percentage  amount  received  pursuant  to the USH  Plan.  Shares of common
stock,  preferred stock and Class B Warrants  acquired  pursuant to the USH
Plan by creditors or  stockholders  for their claims or  interests,  though

<PAGE> 73

less  than  15% of the  combined  voting  power  of the  Company,  shall be
included in determining  whether a person through acquisition of additional
shares,  whether through purchase,  exchange or otherwise,  on or after the
Effective Date has subsequently  become the beneficial owner of 15% or more
of the combined  voting power of the Company,  which shall,  in such event,
constitute a Control Change.

                           U.S. HOME CORPORATION


                          By \s\ Isaac Heimbinder
                             ------------------------------
                             Name: Isaac Heimbinder

                             Title:  President, Co-Chief
                                     Executive Officer and
                                     Chief Operating Officer


                           EXECUTIVE:


                          By \s\ Robert J. Strudler
                             -------------------------------
                             Name: Robert J. Strudler