<PAGE> 74

                                                              EXHIBIT 10.4


                      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 Isaac Heimbinder (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
President,  Co-Chief  Executive  Officer and Chief Operating 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  $415,000  per  year  (the  "Base  Salary"),  payable  in
substantially equal biweekly installments, and (ii) any cash bonus to which
he is entitled pursuant to the provisions of Appendix A hereto,  payable as

<PAGE> 75

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 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

<PAGE> 76

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.

                  (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.


<PAGE> 77

                     (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 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
entitled  pursuant to this  Agreement) a consulting  fee, in  substantially
equal biweekly installments,  at the rate of $134,260 per year increased by
an amount determined by multiplying $134,260 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 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.


<PAGE> 78

                  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.  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 the 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 actuarial
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.


<PAGE> 79

                  (b)  For Cause.  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  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. For
purposes of this Agreement,  the Executive will be deemed to be  terminated
without Cause upon the (i) failure to elect the Executive to the  office of
chairman  and  chief executive  officer of the  Company in the  event  of a
vacancy in such office for any reason and (ii) resignation of the Executive
within 180 days of such vacancy.

                  (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 a mounts  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.
<PAGE> 80
             
                      (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  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 the
Executive  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  upon written notice to  the  Company,
effective not more than 10 days after such an 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.
 

<PAGE> 81

                  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.

                       (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.


<PAGE> 82

                       (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:

                        2 Glendennig
                        Houston, Texas  77252

                        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> 83

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

                           U.S. HOME CORPORATION


                           By \s\ Robert J. Strudler
                              ----------------------------
                              Name: Robert J. Strudler
                              Title: Chairman and
                                     Co-Chief Executive
                                     Officer

                           EXECUTIVE:


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

<PAGE> 84

                                 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 Isaac
Heimbinder (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:  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

                             (i)  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

                            (ii)  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\ Robert J. Strudler
                              -----------------------------------
                              Name: Robert J. Strudler
                              Title: Chairman and Co-Chief
                              Executive Officer

                           EXECUTIVE:

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

<PAGE> 85


                                 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 Isaac
Heimbinder (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  Chairman  of  the Board  of  Directors  who is also the Co-Chief
Executive Officer,

                            (B)  the Executive to no longer be the President,
Co-Chief Executive Officer and Chief Operating Officer of the Company,
                   
                            (C)  even   if   the   Executive  maintains the
positions  of  President, Co-Chief  Executive  Officer  and Chief Operating
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 be no longer commensurate  with  those of the Co-Chief
Executive Officer and Chief Operating 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.


<PAGE> 86

                  (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 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

<PAGE> 87

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 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\ Robert J. Strudler
                              ----------------------------------
                              Name: Robert J. Strudler
                              Title: Chairman and_____
                              Co-Chief Executive
                              Officer



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