Unassociated Document


    Exhibit
      10.1
      


      AIRCRAFT
        TIME SHARING AGREEMENT

      


      This
        Aircraft Time Sharing Agreement ("Agreement") is done this 17th day of August,
        2005 by and between US Home Corporation ("Lessor"), a Delaware corporation
        whose address is c/o Lennar Corporation, 700 NW 107th Avenue, Suite 400,
        Miami,
        Florida 33172, and Stuart Miller ("Lessee"), whose address is c/o Lennar
        Corporation, 700 NW 107th Avenue, Suite 400, Miami, Florida 33172 (collectively
        the "Parties").  It
        is
        intended that this Agreement will meet the requirements of a "Time Sharing
        Agreement" as that term is defined in FAR Section 91.501(c)(1) whereby Lessor
        will lease its Aircraft and flight crew to Lessee.

      


      


      RECITALS

      


      WHEREAS,
        pursuant to the terms of Aircraft Lease (S/N 5607)) between Banc of America
        Leasing & Capital, LLC and Lennar Aircraft I, LLC, entered into for the
        purposes of Lennar Aircraft I, LLC leasing the aircraft, as described in
        Exhibit
        A
        attached
        hereto ("Aircraft"), and the dry sublease between Lennar Aircraft I, LLC
        and
        Lessor dated August 17,
        2005
        ("Sublease"), Lessor is subleasing the Aircraft from Lennar Aircraft I, LLC
        and
        has the right and lawful authority to enter into time sharing agreements,
        as
        defined in Section 91.501(c)(1) of the Federal Aviation Regulations ("FAR"),
        with its officers and directors;

      


      WHEREAS,
        Lessor has concluded an aircraft management agreement with Turnberry Management
        III, Inc. dated August 17, 2005 to provide a fully qualified flight crew
        to
        operate the Aircraft for the benefit of Lessor as well as for the benefit
        of
        Lessee under the terms of this Agreement; 

      


      WHEREAS,
        Lessor and Lessee desire to lease said Aircraft with flight crew on a
        non-exclusive time sharing basis;

      


      WHEREAS,
        this Agreement sets forth the understanding of the Parties as to the terms
        under
        which Lessor will provide Lessee with the use, on a periodic basis, of the
        Aircraft;

      


      WHEREAS,
        the use of the Aircraft will at all times be pursuant to and in full compliance
        with the requirements of Federal Aviation Regulations ("FAR") 91.501(b)(6),
        91.501(c)(1), and 91.501(d);

      


      NOW,
        THEREFORE, in consideration of the mutual covenants and agreements herein
        contained, the Parties agree as follows:

      


      1. Lessor
        agrees to lease the Aircraft to Lessee pursuant to the provisions of FAR
        91.501(c)(1) and to provide a fully qualified flight crew for all operations.
        This Agreement shall commence on a date to be specified by Lessor and
        communicated to the Lessee in writing (the “Effective Date”), and continue for
        the remaining portion of the Calendar Year (“Calendar Year” being defined as the
        period beginning January 1st of each year and ending December 31st of the
        same
        year). Thereafter, this Agreement may be renewed by Lessor upon the designation
        of a new Effective Date (the “New Effective Date”), in each subsequent Calendar
        Year, in which case this Agreement shall continue on from the New Effective
        Date
        for the remaining portion of that Calendar Year. Either party may at any
        time
        terminate this Agreement upon thirty (30) days written notice to the other
        party.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      2. Cost
        of
        Use of Aircraft.

      


      (a) In
        exchange for use of the Aircraft, Lessee shall pay the direct operating costs
        of
        the Aircraft up to the amount permitted pursuant to FAR 91.501 for any flight
        conducted under this Agreement, but in no case shall such reimbursements
        exceed
        the actual operating costs. Pursuant to FAR 91.501(d), those direct operating
        costs shall be limited to the following expenses for each use of the
        Aircraft:

      


      (1) Cost
        of
        Fuel, Oil, Lubricants and Other Additives;

      


      (2) Travel
        expenses of the crew, including food, lodging, and ground
        transportation.

      


      (3) Hangar
        and tie-down costs away from the Aircraft's base of operation.

      


      (4) Insurance
        obtained for the specific flight.

      


      (5) Landing
        fees, airport taxes, and similar assessments.

      


      (6) Customs,
        foreign permit, and similar fees directly related to the flight.

      


      (7) In
        flight
        food and beverages.

      


      (8) Passenger
        ground transportation.

      


      (9) Flight
        planning and weather contract services.

      


      (10) An
        additional charge equal to 100 percent of the expenses listed in sub-paragraph
        (a)(1) of this Section.

      


      (b) Lessor
        shall invoice, and Lessee shall pay, for all appropriate charges, in accordance
        with Section 4 hereof.

      


      (c) In
        addition to the rental rate referenced in Section 2(a) above,
        Lessee shall also be assessed the Federal Excise Taxes as imposed under Article
        4261 of the Internal Revenue Code, and any segment and landing fees associated
        with such flight(s).

      


      3. Taxes.
        

      


      The
        parties acknowledge that, with the exception of 2.(7) and (8), the payments
        specified in Section 2 from Lessee to Lessor are subject to the federal excise
        tax imposed under Article 4261 of the Internal Revenue Code of 1986, as amended
        (the “Commercial Transportation Tax”). Lessee shall pay to Lessor (for
        remittance to the appropriate governmental agency) all Commercial Transportation
        Tax applicable to flights of the Aircraft conducted hereunder. 

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      4. Prepayment
        for Flights.

      


      Upon
        the
        Effective Date hereof, Lessee shall deliver to Lessor $100,000 to fund an
        account for the costs and payment of flights hereunder (the "Prepayment Fund").
        No interest shall be paid on the Prepayment Fund. Immediately upon presentment
        of invoices for time-sharing flights, Lessor shall apply funds from the
        Prepayment Fund to pay for and reimburse for all reimbursable expenses for
        those
        flights. Monthly reconciliations shall be provided to Lessee which shall
        set
        forth the expenses of each specific flight through the last day of the month
        in
        which any flight or flights for the account of Lessee occur, which expenses
        shall conform to FAR Part 91.501(d). Upon termination of this Agreement,
        any
        funds remaining in the Prepayment Fund shall be returned to Lessee within
        thirty
        (30) days.

      


      5. Operating
        Expenses.

      


      Lessor
        will pay all expenses related to the operation of the Aircraft for time-sharing
        flights when such expenses are incurred, using the Prepayment Fund. Lessor
        will
        provide a monthly reconciliation to Lessee for the expenses enumerated in
        paragraph 2 above on the last day of the month in which any flight or flights
        for the account of Lessee occur. In the event that the net balance of the
        Prepayment Fund respecting any monthly reconciliation is less than $100,000,
        Lessee shall replenish the Prepayment Fund in an amount such that on the
        first
        day of the following month the account shall be funded in an amount not less
        than $100,000. In the event expenses exceed the Prepayment Fund in any given
        month, Lessee shall pay such additional expenses upon receipt of the invoice
        for
        the amounts exceeding the Prepayment Fund, which invoice shall be presented
        within fifteen (15) days of the time such expenses are incurred.

      


      6. Flight
        Crew.

      


      Lessor
        shall pay for and provide a qualified flight crew for all flight operations
        under this Agreement. In accordance with applicable Federal Aviation
        Regulations, the qualified flight crew provided by Lessor will exercise all
        of
        its duties and responsibilities in regard to the safety of each flight conducted
        hereunder. Lessee specifically agrees that the flight crew, in its sole
        discretion, may terminate any flight, refuse to commence any flight, or take
        other action which in the considered judgment of the pilot in command is
        necessitated by considerations of safety. No such action of the pilot in
        command
        shall create or support any liability for loss, injury, damage or delay to
        Lessee or any other person. The parties further agree that Lessor shall not
        be
        liable for delay or failure to furnish the Aircraft and crew pursuant to
        this
        Agreement when such failure is caused by government regulation or authority,
        mechanical difficulty, war, civil commotion, strikes or labor disputes, weather
        conditions, or acts of God.

      


      7. Operational
        Control.

      


      Lessor
        shall be responsible for the physical and technical operation of the Aircraft
        and the safe performance of all flights and shall retain full authority and
        control, including exclusive operational control, and possession of the Aircraft
        at all times during the term of this Agreement. In accordance with applicable
        FARs, the qualified flight crew provided by Lessor will exercise all required
        and/or appropriate duties and responsibilities in regard to the safety of
        each
        flight conducted hereunder. The Pilot-In-Command shall have absolute discretion
        in all matters concerning the preparation of the Aircraft for flight and
        the
        flight itself, the load carried and its distribution, the decision whether
        or
        not a flight shall be undertaken, the route to be flown, the place where
        landings shall be made and all other matters relating to operation of the
        Aircraft. Lessee specifically agrees that the flight crew shall have final
        and
        complete authority to delay or cancel any flight for any reason or condition
        which, in the sole judgment of the Pilot-In-Command, could compromise the
        safety
        of the flight and to take any other action which, in the sole judgment of
        the
        Pilot-In-Command, is necessitated by considerations of safety. No such action
        of
        the Pilot-In-Command shall create or support any liability to Lessee or any
        other person for loss, injury, damages or delay. The Parties further agree
        that
        Lessor shall not be liable for delay or failure to furnish the Aircraft and
        crew
        pursuant to this Agreement, whether such failure is caused by government
        regulation or authority, mechanical difficulty or breakdown, war, civil
        commotion, strikes or labor disputes, weather conditions, acts of God or
        other
        circumstances beyond Lessor's reasonable control. Lessee agrees that Lessor's
        operation of aircraft is within the operation guidelines of the Lessor's
        Flight
        Operations Department manual the crews are responsible to operate within,
        the
        guidelines of FAR 91, and the Lessor's Flight Operations Department
        manual.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      8. Covenants
        Regarding Aircraft Maintenance.

      


      The
        Aircraft has been inspected in accordance with the provisions of FAR Part
        91.
        Lessor shall, at its own expense, inspect, maintain, service, repair, overhaul,
        and test the Aircraft in accordance with FAR Part 91. The Aircraft will remain
        in good operating condition and in a condition consistent with its airworthiness
        certification, including all FAA-issued airworthiness directives and mandatory
        service bulletins. In the event that any non-standard maintenance is required
        during any applicable lease term, Lessor, or Lessor's Pilot-In-Command, shall
        immediately notify Lessee of the maintenance required, the effect on the
        ability
        to comply with Lessee's dispatch requirements and the manner in which the
        Parties will proceed with the performance of such maintenance and conduct
        of the
        balance of the planned flight(s).

      


      9. No
        Warranty.

      


      NEITHER
        LESSOR (NOR ITS AFFILIATES) MAKES, HAS MADE OR SHALL BE DEEMED TO MAKE OR
        HAVE
        MADE ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, WRITTEN OR
        ORAL,
        WITH RESPECT TO ANY AIRCRAFT TO BE USED HEREUNDER OR ANY ENGINE OR COMPONENT
        THEREOF INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AS TO DESIGN, COMPLIANCE
        WITH SPECIFICATIONS, QUALITY OF MATERIALS OR WORKMANSHIP, MERCHANTABILITY,
        FITNESS FOR ANY PURPOSE, USE OR OPERATION, AIRWORTHINESS, SAFETY, PATENT,
        TRADEMARK OR COPYRIGHT INFRINGEMENT OR TITLE.

      


      10. Use
        of
        the Aircraft.

      


      (a) Lessee
        may use the Aircraft from time to time, with the permission and approval
        of
        Lessor's Flight Operations Department, for any and all purposes allowed by
        FAR
        91.501(b)(6). Lessee's
        use shall include use of the Aircraft for the benefit of any related family
        member.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      (b) Lessee
        represents, warrants and covenants to Lessor that:

      


      (1) Lessee
        will use each Aircraft for and on his own account only and will not use any
        Aircraft for the purposes of providing transportation of passengers or cargo
        in
        air commerce for compensation or hire;

      


      (2) Lessee
        shall refrain from incurring any mechanics or other lien in connection with
        inspection, preventative maintenance, maintenance or storage of the Aircraft,
        whether permissible or impermissible under this Agreement, and Lessee shall
        not
        attempt to convey, mortgage, assign, lease or any way alienate the Aircraft
        or
        create any kind of lien or security interest involving the Aircraft or do
        anything or take any action that might mature into such a lien; 

      


      (3) during
        the term of this Agreement, Lessee will abide by and conform to all such
        laws,
        governmental, and airport orders, rules, and regulations as shall from time
        to
        time be in effect relating in any way to the operation and use of the Aircraft
        by a time-sharing Lessee;

      


      (c) Lessee
        shall provide Lessor's Flight Operations Department with notice of his desire
        to
        use the Aircraft and proposed flight schedules as far in advance of any given
        flight as possible, and in any case, at least forty-eight (48) hours in advance
        of Lessee's planned departure. Requests for flight time shall be in a form,
        whether written or oral, mutually convenient to, and agreed upon by the Parties.
        In addition to the proposed schedules and flight times Lessee shall provide
        at
        least the following information for each proposed flight at least one hour
        prior
        to scheduled departure as required by the Lessor or Lessor's flight
        crew:

      


      (1) proposed
        departure point;

      


      (2) destination;

      


      (3) date
        and
        time of flight;

      


      (4) the
        number and identity of anticipated passengers and relationship to the
        Lessee;

      


      (5) the
        nature and extent of luggage and/or cargo to be carried;

      


      (6) the
        date
        and time of return flight, if any; and

      


      (7) any
        other
        information concerning the proposed flight that may be pertinent or required
        by
        Lessor or Lessor's flight crew.

      


      (d) Lessor
        shall notify Lessee as to whether or not the requested use of the Aircraft
        can
        be accommodated and, if not, the Parties shall discuss
        alternatives.

      


      (e) Lessor's
        prior planned utilization of the Aircraft will take precedence over Lessee's
        use. Additionally, any maintenance and inspection of the Aircraft takes
        precedence over scheduling of the Aircraft unless such maintenance or inspection
        can be safely deferred in accordance with applicable laws and regulations
        and
        within the sound discretion of the Pilot-In-Command.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      (f) Lessor
        shall have sole and exclusive authority over the scheduling of the Aircraft,
        including which Aircraft is used for any particular flight.

      


      (g) Lessor
        shall not be liable to Lessee or any other person for loss, injury, or damage
        occasioned by the delay or failure to furnish the Aircraft and crew pursuant
        to
        this Agreement for any reason.

      


      11. Base
        of
        Operations.

      


      For
        purposes of this Agreement, the base of operation of the Aircraft is Opa
        Locka,
        Florida, with occasional operations at Miami and Ft. Lauderdale FBO's; provided,
        that such base may be changed permanently upon notice from Lessor to
        Lessee.

      


      12. Successors
        and Assigns. 

      


      Neither
        this Agreement nor any party’s interest herein shall be assignable without the
        other party’s written consent thereto. This Agreement shall inure to the benefit
        of and be binding upon the parties hereto, their heirs, representatives,
        successors and permitted assigns.

      


      13. Notices.

      


      All
        notices and other communications under this Agreement shall be in writing
        (except as permitted in Section 10(c)) and shall be given (and shall be deemed
        to have been duly given upon receipt or refusal to accept receipt) by personal
        delivery, the next business day if given by facsimile (with a simultaneous
        confirmation copy sent by first class mail properly addressed and postage
        prepaid) or by a reputable overnight courier service, addressed as
        follows:

      


      If
        to
        Lessor:

      


      General
        Counsel

      US
        Home Corporation

      c/o
        Lennar Corporation

      700
        NW 107th Avenue, Suite 400

      Miami,
        FL 33172

      Phone:
        (305) 229-6400

      Fax:
        (305) 229-6650

      


      With
        a
        copy to: 

      


      Winston
        I. Lowe, Esquire

      Buchanan
        Ingersoll PC

      1835
        Market Street, 14th Floor

      Philadelphia,
        PA 19103

      Phone:
        (215) 665-3921

      Fax:
        (215) 665-8760

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      If
        to
        Lessee: 

      


      Stuart
        Miller

      c/o
        Lennar Corporation

      700
        NW 107th Avenue, Suite 400

      Miami,
        FL 33172

      Phone:
        (305) 229-6400

      Fax:
        (305) 229-6650

      


      or
        to
        such other person or address as either party shall from time to time designate
        by writing to the other party.

      


      14. Governing
        Law and Consent to Jurisdiction. 

      


      This
        Agreement is entered into under and is to be construed in accordance with
        the
        laws of the State of Delaware. The parties hereby consent and agree to submit
        to
        the exclusive jurisdiction and venue of any state or federal court in the
        State
        of Delaware in any proceedings hereunder, and each hereby waives any objection
        to any such proceedings based on improper venue or forum non-conveniens or
        similar principles. The parties hereto hereby further consent and agree to
        the
        exercise of such personal jurisdiction over them by such courts with respect
        to
        any such proceedings, waive any objection to the assertion or exercise of
        such
        jurisdiction and consent to process being served in any such proceedings
        in the
        manner provided for the giving of notices hereunder. 

      


      15. Truth-in-Leasing.

      


      The
        Lessor shall mail a copy of this Agreement for and on behalf of both Parties
        to
        the addresses set forth in Section 13 above within
        twenty-four (24) hours of its execution, as provided by FAR Section 91.23(c)(1).
        Additionally, Lessor agrees to comply with the notification requirements
        of FAR
        Section 91.23 by notifying by telephone at 954-635-1300, or in person at
        1050
        Lee Wagner Boulevard, Suite 201, Ft. Lauderdale, Florida 33315, the FAA
        Flight Standards District Office at least forty-eight (48) hours prior to
        the
        first flight under this Agreement.

      


      (a) LESSOR
        CERTIFIES THAT THE AIRCRAFT HAS BEEN INSPECTED IN ACCORDANCE WITH THE PROVISIONS
        OF PART 91 OF THE FEDERAL AVIATION REGULATIONS AND THAT ALL APPLICABLE
        REQUIREMENTS FOR THE AIRCRAFT'S MAINTENANCE AND INSPECTION THEREUNDER HAVE
        BEEN
        MET AND ARE VALID FOR THE OPERATIONS TO BE CONDUCTED UNDER THIS
        AGREEMENT.

      


      (b) LESSOR,
        WHOSE ADDRESS APPEARS IN PARAGRAPH 13 ABOVE AND WHOSE AUTHORIZED SIGNATURE
        APPEARS BELOW, AGREES, CERTIFIES AND ACKNOWLEDGES THAT WHENEVER THE AIRCRAFT
        IS
        OPERATED UNDER THIS AGREEMENT, LESSOR SHALL BE KNOWN AS, CONSIDERED AND SHALL
        IN
        FACT BE THE OPERATOR OF THE AIRCRAFT AND THAT LESSOR UNDERSTANDS ITS
        RESPONSIBILITIES FOR COMPLIANCE WITH APPLICABLE FEDERAL AVIATION REGULATIONS.
        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      (c) THE
        PARTIES UNDERSTAND THAT AN EXPLANATION OF FACTORS AND PERTINENT FEDERAL AVIATION
        REGULATIONS BEARING ON OPERATIONAL CONTROL CAN BE OBTAINED FROM THE NEAREST
        FAA
        FLIGHT STANDARDS DISTRICT OFFICE.

      


      16. Possession.

      


      Lessee
        certifies that it lawfully possesses the Aircraft and has the authority to
        enter
        into this Agreement.

      


      17. Subordination.

      


      This
        Agreement is subject to the terms and provisions of that certain Aircraft
        Lease
        (S/N 5607) dated as of February 15, 2005 (the "Banc of America Lease") between
        Banc of America Leasing & Capital, LLC ("Banc of America") and Lennar
        Aircraft I, LLC and any related documents, agreements or instruments of any
        kind
        whatsoever. Without limiting the generality of the foregoing, the rights
        of
        Lennar Aircraft I, LLC, Lessor, Lessee and any other party, person or entity
        of
        any kind whatsoever claiming through any of Lennar Aircraft I, LLC, Lessor
        or
        Lessee with respect to the Aircraft (and any and all proceeds thereof,
        including, any insurance proceeds) shall be subject and subordinate in all
        respects to any and all of the rights, privileges,
        powers, entitlements, benefits,
        remedies, title or interests of Banc of America in or to the Aircraft (and
        any
        and all proceeds thereof, including, any insurance proceeds), including,
        all of
        its rights and remedies under or in connection with the Banc of America Lease
        and any related documents, agreements or instruments of any kind whatsoever.
        In
        addition, and notwithstanding anything to the contrary set forth in this
        Agreement or otherwise, upon the occurrence of any Event of Default (as such
        term is defined in the Banc of America Lease) under or in connection with
        the
        Banc of America Lease, this Agreement shall automatically and immediately
        terminate.

      


      18. Representations
        of Lessor. Lessor represents and warrants that:

      


      (a) It
        has
        the right, power and authority to enter into and perform its obligations
        under
        this Agreement, and the execution and delivery of this Agreement by Lessor
        have
        been duly authorized by all necessary action on the part of Lessor. This
        Agreement constitutes a legal, valid and binding obligation of Lessor,
        enforceable in accordance with its terms.

      


      (b) It
        is a
        corporation duly organized, existing and in good standing under the laws
        of the
        State of Delaware and
        has
        all necessary power and authority under applicable law and its organizational
        documents to own or lease its properties and to carry on its business as
        presently conducted.

      


      (c) It
        is a
“citizen of the “United States” as defined in Article 40102(a)(15) of Title 49,
        United States Code.

      


      19. Representations
        of Lessee. Lessee represents and warrants that:

      


      (a) It
        will
        use the Aircraft for and on account of its own business only in strict
        accordance with the provisions of this Agreement, and specifically in accordance
        with FAR 91.501, and will neither sell seats to passengers nor sell space
        for
        cargo or otherwise use the Aircraft for the purpose of providing transportation
        of passengers or cargo in air commerce for compensation or hire.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      (b) It
        shall
        refrain from incurring any mechanics or other lien in connection with
        inspection, preventive maintenance, maintenance or storage of the Aircraft
        or
        otherwise, whether permissible or impermissible under this Agreement, and
        that
        it shall refrain from attempting to convey, mortgage, assign, lease or any
        way
        alienate the Aircraft or from creating any kind of lien or security interest
        involving the Aircraft, or do anything or take any action that might mature
        through notice or the passage of time into such a lien.

      


      (c) During
        the term of this Agreement, it will abide by and conform to all such laws,
        governmental and airport orders, rules and regulations, as shall from time
        to
        time be in effect relating in any way to the operation and use of the Aircraft
        by a time-sharing Lessee, including, without limitation, Part 91 of the
        FARs.

      


      20. Limitation
        of Liability; Indemnification. 

      


      EACH
        PARTY AGREES THAT (A) THE PROCEEDS OF INSURANCE TO WHICH IT IS ENTITLED,
        (B) ITS
        RIGHTS TO INDEMNIFICATION FROM THE OTHER PARTY UNDER THIS SECTION, AND (C)
        ITS
        RIGHT TO DIRECT DAMAGES ARISING IN CONTRACT FROM A MATERIAL BREACH OF THE
        OTHER
        PARTY’S OBLIGATIONS UNDER THIS AGREEMENT ARE THE SOLE REMEDIES FOR ANY DAMAGE,
        LOSS, OR EXPENSE ARISING OUT OF THIS AGREEMENT OR THE SERVICES PROVIDED
        HEREUNDER OR CONTEMPLATED HEREBY.

      


      EXCEPT
        AS
        SET FORTH IN THIS SECTION 17, EACH PARTY WAIVES ANY RIGHT TO RECOVER ANY
        DAMAGE,
        LOSS, OR EXPENSE ARISING OUT OF THIS AGREEMENT OR THE SERVICES PROVIDED
        HEREUNDER OR CONTEMPLATED HEREBY. IN NO EVENT SHALL EITHER PARTY BE LIABLE
        FOR
        OR HAVE ANY DUTY FOR INDEMNIFICATION OR CONTRIBUTION TO THE OTHER PARTY FOR
        ANY
        CLAIMED INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY
        DAMAGES CONSISTING OF DAMAGES FOR LOSS OF USE OR DEPRECIATION OF VALUE OF
        THE
        AIRCRAFT, LOSS OF PROFITS OR INSURANCE DEDUCTIBLE.

      


      The
        provisions of this Section 20 shall survive the termination or expiration
        of
        this Agreement.

      


      21. Counterparts.
        

      


      This
        Agreement may be executed in any number of counterparts, each of which shall
        be
        deemed an original, and all of which shall constitute one and the same
        Agreement, binding on all the parties notwithstanding that all the parties
        are
        not signatories to the same counterpart.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      22. Further
        Acts.

      


      Lessor
        and Lessee shall from time to time perform such other and further acts and
        execute such other and further instruments as may be required by law or may
        be
        reasonably necessary to: (i) carry out the intent and purpose of this Agreement;
        and (ii) establish, maintain and protect the respective rights and remedies
        of
        the other party.

      


      23. Entire
        Agreement.

      


      This
        Time
        Sharing Agreement constitutes the entire understanding among the Parties
        with
        respect to its subject matter, and there are no representations, warranties,
        rights, obligations, liabilities, conditions, covenants, or agreements other
        than as expressly set forth herein.

      


      24. Severability.

      


      In
        the
        event that any one or more of the provisions of the Agreement shall for any
        reason be held to be invalid, illegal, or unenforceable, those provisions
        shall
        be replaced by provisions acceptable to both Parties to this
        Agreement.

      


      IN
        WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
        on
        the day and year first above written. 

      


      
        	 	
                Lessor:

                


                US
                  HOME CORPORATION

                


                By:
                  /s/ L. Christian
                  Marlin                        
                   


                


                


                Lessee:

                


                /s/
                  Stuart
                  Miller                                      
                   

                Stuart
                  Miller