<PAGE> 23
                                                         EXHIBIT 10.1

                               FIRST AMENDMENT TO
                           SECOND AMENDED AND RESTATED
                    WAREHOUSING CREDIT AND SECURITY AGREEMENT

         THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED WAREHOUSING CREDIT
AND SECURITY AGREEMENT (this "Amendment") is entered into as of this 9th day of
March  2000,  by  and   between  U.S.  HOME  MORTGAGE  CORPORATION,  a  Florida
corporation  (the  "Company")  and  RESIDENTIAL FUNDING CORPORATION, a Delaware
corporation (the "Lender").

         WHEREAS,  the Company and the Lender have entered into a single family
revolving warehouse facility with a present  Commitment  Amount of $80,000,000,
to finance the origination and acquisition of Mortgage  Loans as evidenced by a
Promissory Note in the principal sum of $80,000,000, dated October 1, 1999 (the
"Note"),  and by a Second Amended and Restated Warehousing  Credit and Security
Agreement  dated  October  1,  1999,  as the same  may  have  been  amended  or
supplemented (the "Agreement");

         WHEREAS,  the Company  has  notified  the  Lender  that the Parent has
entered into an  agreement pursuant to which the Parent will cease to exist and
the Company  will  become a wholly  owned,  second  tier  subsidiary  of Lennar
Corporation (the "Acquisition"); and

         WHEREAS,   without  the prior  written  consent  of  the  Lender,  the
Acquisition  would result in an Event of Default  under  Section  8.1(n) of the
Agreement; and

         WHEREAS,  the  Company  has requested  that the Lender  consent to the
Acquisition and waive any Event of Default that would otherwise occur under the
Agreement; and

         WHEREAS,  the Lender is willing  to consent to the  Acquisition and to
waive any Event of  Default  that would  otherwise  occur under the  Agreement,
subject to the terms and conditions of this Amendment.

         NOW,  THEREFORE,  for and in consideration of the foregoing and of the
mutual covenants, agreements and conditions hereinafter set forth and for other
good  and  valuable  consideration,  the  receipt  and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:

         1. All capitalized  terms used herein and not otherwise  defined shall
have their  respective  meanings set forth in the Agreement.

         2. The effective date ("Effective  Date") of this Amendment  shall  be
as of the  effective  date  and  time of the Acquisition.

         3. Section  1.1  of  the  Agreement is amended by adding the following
definition in the appropriate alphabetical order:

                  "Construction Subsidiary" means any corporation,  association
         or other business entity engaged in the construction  of  improvements
         on residential real property and all of the capital stock of which is,
         directly or indirectly, owned by the Parent.
<PAGE> 24

         4. Section  1.1  of  the  Agreement is amended to delete the following
definition  in its entirety,  replacing it with the following definition:

                  "Construction/Perm Mortgage Loan" means a First Mortgage Loan
         in a principal  amount not to exceed $600,000,  made for financing the
         purchase of real property and the construction of improvements on such
         real  property by a Construction Subsidiary, and which is converted to
         a Permanent Mortgage Loan at the completion of the improvements.

                  "Parent" shall mean Lennar Corporation.

         5. Section 2.2(c) of the Agreement is  deleted in its entirety and the
following is substituted in lieu thereof:

                           2.2(c)  Before funding,  the  Lender  shall  have  a
                  reasonable time (1 Business Day under ordinary circumstances)
                  to examine such Advance Request and the Collateral  Documents
                  to be delivered prior to such requested Advance, as set forth
                  in the applicable Exhibit hereto, and may reject such of them
                  as do not meet the requirements  of this  Agreement or of the
                  related  Purchase  Commitment.   The  Lender  shall  have  no
                  obligation  to make a Wet Settlement  Advance  directly  to a
                  Construction  Subsidiary against a Mortgage  Loan  unless the
                  Lender  has received  satisfactory  evidence  from the  title
                  company closing the Mortgage  Loan that such Mortgage Loan is
                  closed and funded.

         6. Section 5.17(c) of the Agreement is deleted in its entirety and the
following is substituted in lieu thereof:

                           5.17(c)  Prior to  each  Construction  Advance,  the
                  Company  shall  have received  (1) a report  of the  stage of
                  completion   of  the  improvements   as  set   forth  in  the
                  construction accounting system of the Construction Subsidiary
                  confirming completion of the work for which the  Construction
                  Advance is being requested and (2) a title insurance  updated
                  endorsement for  such  Construction   Advance  if  the  title
                  insurance  policy  has  a  "pending   disbursements   clause"
                  requiring an  endorsement  to the title  insurance  policy to
                  insure each  Construction  Advance  after the  closing of the
                  Construction/Perm Mortgage Loan.

         7. Pursuant to Section 9 of the Agreement,  the Company  must  provide
Notice of  consummation  of the  Acquisition  to the Lender in a timely manner.

         8. The Company must  deliver to the Lender (a) an executed original of
this  Amendment;  (b)  an  executed  Certificate  of  Secretary with  corporate
resolutions; (c) the Notice required by Section 7 of this Amendment;  and (d) a
$350 document production fee.


<PAGE> 25
         9. The Company represents, warrants and agrees that (a)  there  exists
no Default or Event of Default under the Loan Documents, (b) the Loan Documents
continue to be the legal, valid and binding  agreements and  obligations of the
Company enforceable in accordance with their terms, as modified herein, (c) the
Lender is not in default under any of the Loan Documents and the Company has no
offset  or  defense  to its  performance or  obligations  under any of the Loan
Documents,  (d) the representations contained in the Loan Documents remain true
and accurate in all respects, and (e) there has been no material adverse change
in the financial condition of the Company from the date of the Agreement to the
date of this Amendment.

        10.  Except as hereby  expressly  modified,  the Agreement is otherwise
unchanged and remains in full force and effect,  and the Company  ratifies  and
reaffirms all of its obligations thereunder.

        11. This Amendment may be executed in any number of counterparts and by
the different parties  hereto on separate  counterparts,  each of which when so
executed and delivered  shall be an original,  but all of which shall  together
constitute one and the same instrument.

         IN WITNESS WHEREOF,  the  Company  and the  Lender  have  caused  this
Amendment to be duly executed on their behalf by their duly authorized officers
as of the day and year above written.

                                      U.S. HOME MORTGAGE CORPORATION,
                                      a Florida corporation

                                      By:   /s/  Thomas A. Napoli
                                            ----------------------------
                                            Thomas A. Napoli
                                      Its:  Vice President

                                      RESIDENTIAL FUNDING CORPORATION,
                                      a Delaware corporation

                                      By:   /s/ Jim Clapp
                                            ---------------------------
                                            Jim Clapp
                                      Its:  Director


<PAGE> 26

STATE  OF  TEXAS)
                ) ss
COUNTY OF HARRIS)

         On March 28, 2000, before  me, a  Notary  Public,  personally appeared
Thomas A. Napoli, the  Vice  President  of   U.S.  HOME  MORTGAGE  CORPORATION,
a Florida corporation,  personally  known to  me  (or proved to me on the basis
of  satisfactory  evidence) to be the person whose name is  subscribed  to  the
within  instrument  and  acknowledged  to  me that he/she executed the  same in
his/her  authorized capacity, and that by  his/her signature on the  instrument
the person,  or the entity upon behalf of  which the person acted, executed the
instrument.

         WITNESS my hand and official seal.

                                       /s/  Donna Monroe
                                       ------------------------------
                                       Donna Monroe
                                       Notary Public
                                       My Commission Expires: 3/26/03

STATE OF MARYLAND   )
                           ) ss
COUNTY OF MONTGOMERY)

         On April 3, 2000,  before me, a Notary  Public,  personally  appeared
Jim Clapp , the   Director  of  RESIDENTIAL  FUNDING  CORPORATION, a  Delaware
corporation,  personally  known  to me (or  proved  to  me  on  the  basis  of
satisfactory  evidence)  to  be  the  person  whose name is subscribed  to the
within  instrument  and  acknowledged  to  me that he/she executed the same in
his/her authorized capacity,  and that by his/her signature  on the instrument
the person, or  the entity upon behalf of which the person acted, executed the
instrument.

         WITNESS my hand and official seal.

                                       /s/  Stephanie von dem Hagen
                                       ----------------------------
                                       Stephanie von dem Hagen
                                       Notary Public
 (SEAL)                                My Commission Expires: 10/15/01