<Page>


                                                                   Exhibit 10.19


                               AMENDMENT NO. 1 TO

                          REGISTRATION RIGHTS AGREEMENT

                  This Amendment No. 1 (the "AMENDMENT") to Registration Rights
Agreement is entered into as of December 20, 2001, by and among American
Residential Investment Trust, Inc., a Maryland corporation (the "COMPANY") and
the Holders (the "HOLDERS"), as such term is defined in the Registration Rights
Agreement (as defined below).

                                    RECITALS

                  WHEREAS, the Company and the Holders have previously entered
into that certain Registration Rights Agreement dated as of February 11, 1997
(the "REGISTRATION RIGHTS AGREEMENT").

                  WHEREAS, contemporaneously with the execution and delivery of
this Amendment, the Company, Home Asset Management Corp., a Delaware corporation
("HAMCO") and MDC REIT Holdings, LLC, a Delaware limited liability company
("HOLDINGS") are entering into that certain Termination and Release Agreement
(the "TERMINATION AND RELEASE AGREEMENT").

                  WHEREAS, in partial consideration for entering into the
Termination and Release Agreement, the Parties now desire to enter into this
Amendment.

                  NOW, THEREFORE, in consideration of the mutual
representations, warranties, undertakings and covenants contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Parties agree as follows:

         1.       DEFINITIONS; REFERENCES. Unless otherwise specifically defined
herein, each term used herein that is defined in the Registration Rights
Agreement shall have the meaning assigned to such term in the Registration
Rights Agreement. Each reference to "hereof," "hereunder," "herein" and "hereby"
and other similar references contained in the Registration Rights Agreement
shall from and after the date of this Amendment refer to the Registration Rights
Agreement as amended hereby.

         2.       EFFECTIVENESS OF AMENDMENTS. Upon the closing of the
transactions contemplated by the Termination and Release Agreement, this
Amendment shall become effective and the Registration Rights Agreement shall be
amended as provided herein as of such date.

         3.       AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT. Upon the terms
and subject to the conditions of this Amendment, the Registration Rights
Agreement is hereby amended as follows:

                  (a)      SECTION 1. The definition of "Crescent" in Section 1
of the Registration Rights Agreement is hereby amended to add "TCW/Crescent
Mezzanine Trust, a Delaware


                                       1
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statutory business trust," following "TCW Shared Opportunity Fund II, L.P., a
Delaware limited partnership."

                  (b)      SECTION 1. A new definition is hereby added to
Section 1 of the Registration Rights Agreement, as follows:

                           "HAMCO" shall mean Home Asset Management Corp., a
                           Delaware corporation, and such Persons to whom HAMCO
                           sells, pledges, grants a security interest in,
                           transfers, gives, assigns, devises or otherwise
                           disposes of Common Stock or Registrable Securities.

                  (c)      SECTION 1. The definition of "Holdings" in Section 1
of the Registration Rights Agreement is hereby amended and restated to read in
its entirety as follows:

                           "HOLDINGS" shall mean MDC REIT Holdings, LLC, a
                           Delaware limited liability company, and such Persons
                           to whom Holdings sells, pledges, grants a security
                           interest in, transfers, gives, assigns, devises or
                           otherwise disposes of Common Stock or Registrable
                           Securities.

                  (d)      SECTION 1. A new definition is hereby added to
Section 1 of the Registration Rights Agreement, as follows:

                           "HOLDINGS INITIATING HOLDERS" shall mean, with
                           respect to any registration requested by HAMCO,
                           Holdings, any Holder or Holders of a majority of the
                           then outstanding Registrable Securities held by HAMCO
                           or Holdings.

                  (e)      SECTION 1. The definition of "Initiating Holder" in
Section 1 of the Registration Rights Agreement is hereby amended and restated to
read in its entirety as follows:

                           "INITIATING HOLDER" shall mean any of the MDC
                           Initiating Holders, the Crescent Initiating Holders,
                           the Series A Initiating Holders, the L/C Initiating
                           Holders and the Holdings Initiating Holders.

                  (f)      SECTION 1. Clauses (ii) through (iv) of the
definition of "Registrable Securities" in Section 1 of the Registration Rights
Agreement is hereby amended and restated to read in its entirety as follows:

                           (ii) owned by Holdings or HAMCO, (iii) acquired by
                           members of Holdings or holders of the capital stock
                           of HAMCO upon a distribution, transfer or other
                           disposition by Holdings or HAMCO to either of their
                           respective members or stockholders, (iv) acquired by
                           holders of Notes (or the Collateral Agent acting for
                           their benefit) in connection with a foreclosure upon
                           such Common Stock under the Pledge Agreement or other
                           transfer, assignment, disposition or devise of such
                           Common Stock in connection with any transaction
                           involving or relating to the Notes or


                                       2
<Page>


                  (g)      SECTION 2.1. The first paragraph of Section 2.1 of
the Registration Rights Agreement is hereby amended and restated to read in its
entirety as follows:

                           2.1 REQUESTED REGISTRATION. If the Company receives
                           from either the Crescent Initiating Holders, the MDC
                           Initiating Holders, the Series A Initiating Holders,
                           the Holdings Initiating Holders or the L/C Initiating
                           Holders a written request that the Company effect a
                           registration under the Securities Act, or (y)
                           following the foreclosure by the Collateral Agent or
                           Crescent under the Pledge Agreement, the Company
                           receives from the Collateral Agent, the Crescent
                           Initiating Holders, or the Holdings Initiating
                           Holders a written request that the Company effect a
                           registration under the Securities Act, the Company
                           will:

                  (h)      SECTION 2.1(b). The first paragraph of Section 2.1(b)
of the Registration Rights Agreement is hereby amended and restated to read in
its entirety as follows:

                           (b) as soon as practicable, use its reasonable best
                           efforts to effect such registration (including,
                           without limitation, the execution of an undertaking
                           to file post-effective amendments, appropriate
                           qualification under applicable blue sky or other
                           state securities laws, and appropriate compliance
                           with applicable regulations issued under the
                           Securities Act) as may be so requested and as would
                           permit or facilitate the sale and distribution of all
                           or such portion of such Registrable Securities as are
                           specified in such request, together with all or such
                           portion of the Registrable Securities of any Holder
                           or Holders joining in such request as are specified
                           in a written request given within fifteen (15) days
                           after receipt of such written notice from the
                           Company; provided that (x) the MDC Initiating
                           Holders, the Crescent Initiating Holders and the
                           Holdings Initiating Holders are each entitled to two
                           registrations pursuant to this Section 2.1, no more
                           than one of which may be effected in any given
                           12-month period; (y) the Series A Initiating Holders
                           and the L/C Initiating Holders are each entitled to
                           only one registration pursuant to this Section 2.1;
                           and (z) the Company shall not be obligated to take
                           any action to effect any such registration,
                           qualification, or compliance pursuant to this Section
                           2.1:

                  (i)      SECTION 2.1(b)(iii). Section 2.1(b)(iii) of the
Registration Rights Agreement is hereby amended and restated to read in its
entirety as follows:

                           (iii) With respect to the MDC Initiating Holders,
                           after the Company has effected two registrations on
                           behalf of the MDC Initiating Holders requesting
                           registration pursuant to this Section 2.1


                                       3
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                           and such registrations have been declared effective;
                           with respect to the Crescent Initiating Holders,
                           after the Company has effected two registrations on
                           behalf of the Crescent Initiating Holders requesting
                           registrations pursuant to Section 2.1 and such
                           registrations have been declared effective (subject
                           to paragraph (f)); with respect to the Holdings
                           Initiating Holders, after the Company has effected
                           two registrations on behalf of the Holdings
                           Initiating Holders requesting registrations pursuant
                           to Section 2.1 and such registrations have been
                           declared effective (subject to paragraph (f)); with
                           respect to the Series A Initiating Holders, after the
                           Company has effected one registration on behalf of
                           the Series A Initiating Holders requesting
                           registration pursuant to Section 2.1 and such
                           registration has been declared effective (subject to
                           paragraph (f)) and, with respect to the L/C
                           Initiating Holders, after the Company has effected
                           one registration on behalf of the L/C Initiating
                           Holders requesting registration pursuant to Section
                           2.1 and such registration has been declared effective
                           (subject to paragraph (f)); or

                  (j)      SECTION 2.1(b)(iv). Section 2.1(b)(iv) of the
Registration Rights Agreement is hereby amended and restated to read in its
entirety as follows:

                           (iv) Unless the Holder or Holders requesting
                           registration (together with any other Holders who may
                           participate in such registration ) propose to dispose
                           of Registrable Securities which they reasonably
                           anticipate will have an aggregate disposition price
                           (before deduction of underwriting discounts and
                           expenses of sale) of at least $1,000,000.

                  (k)      SECTION 2.1(b). The last paragraph of Section 2.1(b)
of the Registration Rights Agreement is hereby amended and restated to read in
its entirety as follows:

                           Subject to the foregoing clauses (i) through (iv) and
                           to Section 2.1(d), the Company shall file a
                           registration statement covering the Registrable
                           Securities so requested to be registered as soon as
                           practicable after receipt of the request of the MDC
                           Initiating Holders, the Crescent Initiating Holders,
                           the Series A Initiating Holders, the Holdings
                           Initiating Holders or the L/C Initiating Holders, and
                           in no event later than 90 days after receipt of such
                           request.

                  (l)      SECTION 2.1(c). The first paragraph of Section 2.1(c)
of the Registration Rights Agreement is hereby amended and restated to read in
its entirety as follows:

                           (c) UNDERWRITING. If the MDC Initiating Holders, the
                           Crescent Initiating Holders, the Series A Initiating
                           Holders, the Holdings Initiating Holders or the L/C
                           Initiating Holders intend to distribute the
                           Registrable Securities covered by their request by
                           means of an underwriting, they shall so advise the
                           Company as a part of their request made pursuant to
                           this Section 2.1 and the Company shall include such
                           information in the written notice referred to in
                           Section 2.1(a). The right of each Holder to
                           registration pursuant to Section 2.1 shall be
                           conditioned upon such Holder's participation in such
                           underwriting and the inclusion of such Holder's


                                       4
<Page>


                           Registrable Securities in the underwriting to the
                           extent requested (unless otherwise mutually agreed by
                           a majority in interest of the Holders and such
                           Holder) to the extent provided herein.

                  (m)      SECTION 2.1(c). The second paragraph of Section
2.1(c) of the Registration Rights Agreement is hereby amended and restated to
read in its entirety as follows:

                           The Company shall (together with all Holders
                           proposing to distribute their securities through such
                           underwriting) enter into an underwriting agreement in
                           customary form with the underwriter or underwriters
                           selected for such underwriting by a majority in
                           interest of the MDC Initiating Holders, the Crescent
                           Initiating Holders, the Series A Initiating Holders,
                           the Holdings Initiating Holders or the L/C Initiating
                           Holders, as the case may be; however, such selection
                           shall be subject to the approval of the Company, in
                           its sole and absolute discretion. Notwithstanding any
                           other provision of this Section 4.1, if the Company
                           and the underwriter or underwriters determine that
                           marketing factors require the number of shares to be
                           underwritten to be reduced and so advise the MDC
                           Initiating Holders, the Crescent Initiating Holders,
                           the Series A Initiating Holders, the Holdings
                           Initiating Holders or the L/C Initiating Holders, as
                           the case may be, in writing, then the MDC Initiating
                           Holders, the Crescent Initiating Holders, the Series
                           A Initiating Holders, the Holdings Initiating Holders
                           or the L/C Initiating Holders, as the case may be,
                           shall so advise all Holders who have initiated to the
                           Company that they intend to participate in such
                           underwriting and the number of Registrable Securities
                           that may be included in the registration and
                           underwriting shall be allocated as follows:

                  (n)      SECTION 2.1(c)(i). Section 2.1(c)(i) of the
Registration Rights Agreement is hereby amended and restated to read in its
entirety as follows:

                           (i) Registrable Securities held by any person who is
                           not an MDC Holder, in the case of a registration
                           requested by the MDC Initiating Holders, who is not
                           Crescent, in the case of a registration requested by
                           the Crescent Initiating Holders, who is not a Series
                           A Holder, in the case of a registration requested by
                           the Series A Initiating Holders, who is not Holdings
                           or HAMCO, in the case of a registration requested by
                           the Holdings Initiating Holders, or who is not a L/C
                           Holder, in the case of a registration requested by
                           the L/C Initiating Holders, shall first be excluded
                           on a pro rata basis on the basis of the number of
                           Registrable Securities requested to be included by
                           such Holders;

                  (o)      SECTION 2.1(c)(ii). Section 2.1(c)(ii) of the
Registration Rights Agreement is hereby amended and restated to read in its
entirety as follows:


                                       5
<Page>


                           (ii) if further reductions are required, Registered
                           Securities held by the MDC Holders in the case of a
                           registration requested by the MDC Initiating Holders
                           or held by Crescent in the case of a registration
                           requested by Crescent or held by the Series A Holders
                           in the case of a registration requested by the Series
                           A Initiating Holders or held by Holdings or HAMCO in
                           the case of a registration requested by the Holdings
                           Initiating Holders or held by the L/C Holders in the
                           case of a registration requested by the L/C
                           Initiating Holders shall be excluded in proportion,
                           as nearly as practicable, to the respective amounts
                           of Registrable Securities requested to be included by
                           such Holders.

                  (p)      SECTION 2.1(c)(ii). The first paragraph after Section
2.1(c)(ii) of the Registration Rights Agreement is hereby amended and restated
to read in its entirety as follows:

                           In the event any Non-MDC Holder is excluded as a
                           result of the foregoing provisions from a
                           registration (other than a registration requested by
                           the Crescent Initiating Holders or the Holdings
                           Initiating Holders), then such Non-MDC Holder shall
                           be entitled to sell, on a pro rata basis, the
                           excluded Registrable Securities, prior to any other
                           Registrable Securities, pursuant to the underwriters'
                           over-allotment option. Notwithstanding the preceding
                           sentence, if the number of shares includable by the
                           MDC Holders is reduced in a registration requested by
                           the MDC Initiating Holders, then the maximum
                           participation by Non-MDC Holders in the underwriters'
                           over-allotment option shall be limited to the number
                           of shares that such Holders would have been able to
                           sell if the reduction was pro rata among all Holders
                           of Registrable Securities having the right to
                           participate in such registration, regardless of the
                           reduction provisions of clause (i) above.

                  (q)      SECTION 2.1(c)(ii). The second paragraph after
Section 2.1(c)(ii) of the Registration Rights Agreement is hereby amended and
restated to read in its entirety as follows:

                           Except as provided in the last sentence of this
                           paragraph, no Registrable Securities excluded from
                           the underwriting by reason of the underwriter's
                           marketing limitation shall be included in such
                           registration. If any Holder disapproves of the terms
                           of the underwriting, such person may elect to
                           withdraw therefrom by written notice to the Company,
                           the underwriter and the MDC Initiating Holders, the
                           Crescent Initiating Holders, the Series A Initiating
                           Holders, the Holdings Initiating Holders or the L/C
                           Initiating Holders, as the case may be. The
                           Registrable Securities and/or other securities so
                           withdrawn from such underwriting shall also be
                           withdrawn from such registration; provided, however,
                           that, if by the withdrawal of such Registrable
                           Securities a greater number of Registrable Securities
                           held by other Holders may be included in such
                           registration (up to the maximum of any limitation
                           imposed by the underwriters), then the Company shall
                           offer to all Holders who have included Registrable
                           Securities in the


                                       6
<Page>


                           registration the right to include additional
                           Registrable Securities in the same proportion used
                           above in determining the underwriter limitation.

                  (r)      SECTION 2.1(d). Section 2.1(d) of the Registration
Rights Agreement is hereby amended and restated to read in its entirety as
follows:

                           (d) DELAY OF REGISTRATION. If the Company shall
                           furnish to the MDC Initiating Holders, the Crescent
                           Initiating Holders, the Series A Initiating Holders,
                           the Holdings Initiating Holders or the L/C Initiating
                           Holders a certificate signed by the President of the
                           Company stating that, in the good faith discretion of
                           the Board of Directors of the Company, it would not
                           be in the best interest of the Company for such
                           registration statement to be filed on or before the
                           date filing would be required then the Company may
                           defer the filing of the registration statement for a
                           period or periods not in excess of an aggregate of 90
                           days, such right to delay a request to be exercised
                           by the Company not more than once in any calendar
                           year.

                  (s)      SECTION 2.1(f). Section 2.1(f) of the Registration
Rights Agreement is hereby amended and restated to read in its entirety as
follows:

                           (f) EFFECTIVE REGISTRATION STATEMENT. A registration
                           requested pursuant to this Section 2.1 shall not be
                           deemed to have been effected (i) unless a
                           registration statement with respect thereto has
                           become effective; provided, however, that if such
                           registration statement does not become effective
                           after the Company has filed it solely by reason of
                           the refusal to proceed by the Holders (other than a
                           refusal to proceed based upon the advice of counsel
                           relating to a matter with respect to the Company),
                           then such registration shall be deemed to have been
                           effected unless the MDC Initiating Holders, the
                           Crescent Initiating Holders, the Series A Initiating
                           Holders, the Holdings Initiating Holders or the L/C
                           Initiating Holders, as the case may be, shall have
                           elected to pay all Registration Expenses referred to
                           in Section 2.4 hereof in connection with such
                           registration, (ii) if, after the registration
                           statement that relates to such registration has
                           become effective, such registration statement becomes
                           subject to any stop order, injunction or any order or
                           requirement of the Commission or other governmental
                           agency or court for any reason and such order,
                           injunction or requirement is not promptly withdrawn
                           or lifted, or (iii) the conditions to closing
                           specified in the purchase agreement or underwriting
                           agreement entered into in connection with such
                           registration are not satisfied, other than by reason
                           of some act or omission by such Holders.

                  (t)      SECTION 2.2. The first paragraph of Section 2.2 of
the Registration Rights Agreement is hereby amended and restated to read in its
entirety as follows:


                                       7
<Page>


                           2.2 FORM S-3. After the Company has qualified for the
                           use of Form S-3, the MDC Initiating Holders, the
                           Crescent Initiating Holders, the Series A Initiating
                           Holders, the L/C Initiating Holders and the Holdings
                           Initiating Holders each shall have the right to
                           registrations on Form S-3 (but not more than one
                           registration in any twelve (12) month period shall be
                           requested by each of the MDC Initiating Holders, the
                           Crescent Initiating Holders, the Series A Initiating
                           Holders, the L/C Initiating Holders, or the Holdings
                           Initiating Holders, as the case may be) under this
                           Section 2.2 (requests shall be in writing and shall
                           state the number of Registrable Securities to be
                           disposed of and the intended method of disposition of
                           such shares by such Holder or Holders); provided,
                           however, that the Company shall not be required to
                           effect a registration pursuant to this Section 2.2
                           unless (a) the Holder or Holders requesting
                           registration propose to dispose of Registrable
                           Securities which they reasonably anticipate will have
                           an aggregate disposition price (before deduction of
                           underwriting discounts and expenses of sale) of at
                           least $1,000,000 and (b) such Holder or Holders are
                           not entitled to sell all of their shares within a
                           three-month period under Rule 144 under the
                           Securities Act.

                  (u)      SECTION 2.4. Section 2.4 of the Registration Rights
Agreement is hereby amended and restated to read in its entirety as follows:

                           2.4 EXPENSES OF REGISTRATION. All Registration
                           Expenses incurred in connection with one registration
                           per year pursuant to Section 2.1 requested by the MDC
                           Initiating Holders, one registration per year
                           requested by the Crescent Initiating Holders, one
                           registration per year requested by the Holdings
                           Initiating Holders, one registration requested by the
                           Series A Initiating Holders and one registration
                           requested by the L/C Initiating Holders and all
                           Registration Expenses incurred in connection with a
                           registration pursuant to Section 2.2 or Section 2.3,
                           including the reasonable fees and expenses of one
                           counsel for the selling Holders collectively, shall
                           be borne by the Company; and all Selling Expenses
                           shall be borne by the Holders of the Registrable
                           Securities so registered pro-rata on the basis of the
                           number of shares so registered.

                  (v)      SECTION 3.11. Section 3.11 of the Registration Rights
Agreement is hereby amended and restated to read in its entirety as follows:

                           TERMINATION. The provisions of this Agreement shall
                           terminate upon the earlier of (a) the tenth
                           anniversary of the date of the Amendment or (b) as to
                           any Holder, at such time as the Holder is able to
                           sell all its remaining Registrable Securities
                           (including any securities that may become Registrable
                           Securities upon acquisition by any of the Holders
                           pursuant to distribution by Holdings to its members
                           or a foreclosure by the holders of


                                       8
<Page>


                           Notes, or the Collateral Agent acting for their
                           benefit, under the Pledge Agreement) in accordance
                           with Rule 144 during a 90-day period.

         4.       INCORPORATION OF TERMS. This Amendment shall be governed by
and construed in accordance with Section 3.10 of the Registration Rights
Agreement.

         5.       COUNTERPARTS. This Amendment may be executed in two or more
counterparts, all of which shall be considered one and the same agreement.

         6.       STATUS OF REGISTRATION RIGHTS AGREEMENT. Except as amended by
this Amendment, the Registration Rights Agreement remains in full force and
effect. Whenever reference is made to the Registration Rights Agreement in any
certificate, letter, notice or other instrument or communication dated after the
date of this Amendment, such reference shall be interpreted as being a reference
to the Registration Rights Agreement as amended by this Amendment.


                                      * * *


                                       9
<Page>


                  IN WITNESS WHEREOF, the parties have executed this Amendment
No. 1 to Registration Rights Agreement as of the date first set forth above.

                                    COMPANY:

                                    AMERICAN RESIDENTIAL INVESTMENT TRUST, INC.


                                    By:     /s/ John M. Robbins
                                           -------------------------------------
                                    Name:  John M. Robbins
                                    Title: Chief Executive Officer


<Page>


                                   HOLDERS:


                                   MCCOWN DE LEEUW & CO. II, L.P.

                                   By:      MDC Management Company II, L.P.
                                            its General Partner

                                   By:        /s/ George E. McCown
                                             -----------------------------------
                                   Name:     George E. McCown
                                   Title:    General Partner


                                   MCCOWN DE LEEUW ASSOCIATES, L.P.

                                   By:      MDC Management Company II, L.P.
                                            its General Partner

                                   By:        /s/ George E. McCown
                                             -----------------------------------
                                   Name:     George E. McCown
                                   Title:    General Partner


                                   MCCOWN DE LEEUW & CO. OFFSHORE (EUROPE), L.P.

                                   By:      MDC Management Company IIE, L.P.
                                            its General Partner

                                   By:        /s/ George E. McCown
                                             -----------------------------------
                                   Name:     George E. McCown
                                   Title:    General Partner


         [COUNTERPART SIGNATURE PAGE TO AMENDMENT NO. 1 TO REGISTRATION
                                RIGHTS AGREEMENT]
<Page>


                                   MCCOWN DE LEEUW & CO. OFFSHORE (ASIA), L.P.

                                   By:       MDC Management Company IIA, L.P.
                                             its General Partner

                                   By:        /s/ George E. McCown
                                             -----------------------------------
                                   Name:     George E. McCown
                                   Title:    General Partner


                                   ERNEST J. GALLO 1991 FAMILY TRUST


                                   By:        /s/ Joseph E. Gallo
                                             -----------------------------------
                                   Name:     Joseph E. Gallo
                                   Title:    Trustee


                                   JOSEPH C. GALLO 1994 FAMILY TRUST


                                   By:        /s/ Joseph E. Gallo
                                             -----------------------------------
                                   Name:     Joseph E. Gallo
                                   Title:    Trustee


                                   STEPHANIE A. GALLO 1990 FAMILY TRUST


                                   By:        /s/ Joseph E. Gallo
                                             -----------------------------------
                                   Name:     Joseph E. Gallo
                                   Title:    Trustee


                                   PK PARTNERS


                                   By:        /s/ Peter E. Haas, Jr.
                                             -----------------------------------
                                   Name:     Peter E. Haas, Jr.
                                   Title:    Managing General Partner


         [COUNTERPART SIGNATURE PAGE TO AMENDMENT NO. 1 TO REGISTRATION
                                RIGHTS AGREEMENT]
<Page>


                                   JOSEPHINE B. HAAS REVOCABLE TRUST


                                   By:        /s/ Josephine B. Haas
                                             -----------------------------------
                                   Name:     Josephine B. Haas
                                   Title:    Trustee


                                   KELLER 1991 TRUST


                                   By:        /s/ George M. Keller
                                             -----------------------------------
                                   Name:     George M. Keller
                                   Title:    Trustee


                                   LILLARD PARTNERS


                                   By:
                                             -----------------------------------
                                   Name:     John S. Lillard
                                   Title:    Managing Partner


                                   PLF PARTNERS


                                   By:
                                             -----------------------------------
                                   Name:     W. Parlin Lillard Jr.
                                   Title:    General Partner


                                   SAW ISLAND PARTNERS


                                   By:        /s/ R. Bruce Mosbacher
                                             -----------------------------------
                                   Name:     R. Bruce Mosbacher
                                   Title:    General Partner


                                   ---------------------------------------------
                                   Martin Anderson


                                         /s/ Jay Fuller
                                   ---------------------------------------------
                                   Jay Fuller


         [COUNTERPART SIGNATURE PAGE TO AMENDMENT NO. 1 TO REGISTRATION
                                RIGHTS AGREEMENT]
<Page>


                                         /s/ John Robbins
                                   ---------------------------------------------
                                   John Robbins



                                   ---------------------------------------------
                                   Mark Conger



                                   ---------------------------------------------
                                   Rollie Lynn


                                   CRESCENT/MACH I PARTNERS, L.P.

                                   By:      TCW Asset Management Company,
                                            its Investment Advisor

                                   By:        /s/ John C. Rocchio
                                            ------------------------------------
                                   Name:    John C. Rocchio
                                   Title:   Managing Director

                                   By:        /s/ Darryl L. Schall
                                            ------------------------------------
                                   Name:    Darryl L. Schall
                                   Title:   Managing Director


                                   TCW/CRESCENT MEZZANINE
                                   INVESTMENT PARTNERS, L.P.,
                                   TCW/CRESCENT MEZZANINE PARTNERS, L.P.,
                                   TCW/CRESCENT MEZZANINE TRUST

                                   By:      TCW/Crescent Mezzanine, L.L.C., its
                                            Investment Manager

                                   By:        /s/ John C. Rocchio
                                            ------------------------------------
                                   Name:    John C. Rocchio
                                   Title:   Managing Director


         [COUNTERPART SIGNATURE PAGE TO AMENDMENT NO. 1 TO REGISTRATION
                                RIGHTS AGREEMENT]
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                                   TCW SHARED OPPORTUNITY FUND II, L.P.

                                   By:      TCW INVESTMENT MANAGEMENT COMPANY,
                                            its Investment Manager

                                   By:        /s/ John C. Rocchio
                                            ------------------------------------
                                   Name:    John C. Rocchio
                                   Title:   Managing Director

                                   By:        /s/ Darryl L. Schall
                                            ------------------------------------
                                   Name:    Darryl L. Schall
                                   Title:   Managing Director


                                   MDC REIT HOLDINGS, LLC

                                   By:      HOME ASSET MANAGEMENT CORP., its
                                            managing member

                                   By:        /s/ George E. McCown
                                            ------------------------------------
                                   Name:      George E. McCown
                                            ------------------------------------
                                   Title:     Chairman and President
                                            ------------------------------------


                                   HOME ASSET MANAGEMENT CORP.


                                   By:        /s/ George E. McCown
                                            ------------------------------------
                                   Name:      George E. McCown
                                            ------------------------------------
                                   Title:     Chairman and President
                                            ------------------------------------


         [COUNTERPART SIGNATURE PAGE TO AMENDMENT NO. 1 TO REGISTRATION
                                RIGHTS AGREEMENT]