Exhibit 10.54

                       FIFTH AMENDMENT TO CREDIT AGREEMENT


     CROSSMANN COMMUNITIES,  INC., an Indiana corporation (the "Borrower"), BANK
ONE, INDIANA, NA, a national banking association, individually and as Agent (the
"Agent") for the Lenders (the  "Lenders") who are parties to that certain Credit
Agreement dated as of April 1, 1999, as amended (collectively, the "Agreement"),
and the Lenders, agree to further amend the Agreement by this Fifth Amendment to
Credit Agreement (the "Amendment") as follows.


     1.   DEFINITIONS.   The  definitions  of  "Fifth   Amendment,   "  "Hedging
Obligations,"  "Non-Current  Subsidiary" and "Unconsolidated  Joint Venture" are
hereby  added  to the  Article  I of  the  Agreement,  and  the  definitions  of
"Applicable Spread," "Commitment,"  "Indebtedness," "Facility Termination Date,"
"Fixed  Charges,"  "Interest  Period,"  "Required  Lenders,"  and  "Consolidated
Tangible Net Worth"  appearing  in Article I are hereby  amended and restated in
their respective entireties as follows:

     "Applicable Spread" means that number of percentage points to be taken into
account in  determining  the per annum rate at which interest will accrue on the
Revolving  Loan  based on the  Eurodollar  Base  Rate or  Alternative  Base Rate
determined by reference of the ratio of the  Borrower's  Total Debt to its Total
Capitalization in accordance with the following table:

<TABLE>
<CAPTION>
                                                              Applicable Spread
Ratio of Total Debt to                         Alternate                  Eurodollar Base Rate
  Total Capitalization                         Base Rate         (1,2,3, or 6 month)     (12 month)

<S>                                             <C>                   <C>                  <C>
Less than .33:1.00                              -50 b.p.              +130 b.p.            +140 b.p.

Equal to or greater than .33:1.00               -25 b.p.              +145 b.p.            +155 b.p.
   but less than or equal to .50:1.00

Greater  than .50:1.00                            0 b.p.              +160 b.p.            +170 b.p.
</TABLE>

     The  Applicable  Spread shall be  determined  on the basis of the financial
statements  of the  Borrower  for each fiscal  quarter  furnished to the Lenders
pursuant to the requirements of Section 6.1(ii) with prospective  effect for the
following  fiscal  quarter.  Interest  will  accrue and be payable in any fiscal
quarter on the basis of Applicable  Spread in effect during the preceding fiscal
quarter  until an  adjustment  is made  under the terms of this  provision.  The
Applicable  Spread  shall be adjusted on the first  interest  payment date which
follows  receipt by the  Lenders  of the  financial  statements  upon which such

<PAGE>

adjustment  is based.  In the  event  that the  Borrower  fails to  deliver  the
financial statements and compliance  certificates required under Section 6.1(ii)
for any month which ends a fiscal quarter,  then the Applicable  Spread shall be
the  largest  spread  shown on the  above  table  from the date  such  financial
statements were required to be delivered  until the first interest  payment date
which follows delivery to the Lenders of such financial statements.  It is noted
that the above table provides an Applicable  Spread for a ratio of Total Debt to
Total  Capitalization  greater than that which is  permitted  under the terms of
Section 6.18.3 hereof.  For the avoidance of doubt,  it is agreed that it is the
intent of the parties  that the Lenders  shall be free to exercise  all remedies
otherwise  provided  for in this  Agreement  in the event of a violation  of the
Borrower of the covenants stated in Section 6.18.3,  notwithstanding the accrual
of  interest  upon  the  Loan  at a rate  determined  in  accordance  with  this
definition.   As  used  herein,  "b.p."  means  a  basis  point,  which  is  one
one-hundredth of one percent.

     "Consolidated   Tangible  Net  Worth"   means,   as  of  the  date  of  the
determination,  the  consolidated  shareholders'  equity of the Borrower and its
Current Subsidiaries, less any goodwill, patents, trademarks, trade secrets, and
any other assets which would be classified  as  intangible  assets in accordance
with Agreement Accounting Principles, and less the Investment of the Borrower or
any Current Subsidiary in all Non-Current Subsidiaries.

     "Facility  Termination  Date" means April 1, 2004,  or any earlier  date on
which the  Aggregate  Commitment  is  reduced  to zero or  otherwise  terminated
pursuant to the terms hereof.

     "Fifth Amendment" means that agreement  entitled "Fifth Amendment to Credit
Agreement" entered into among the Borrower, the Lenders, and the Agent effective
as of May 4, 2001.

     "Fixed  Charges"  means,  for any  period,  the sum  of:  (i)  Consolidated
Interest Expense,  (ii) any interest capitalized during such period, (iii) lease
expense incurred in connection with the  sale/leaseback of model homes, and (iv)
rent  expense of the  Borrower  and the  Current  Subsidiaries  determined  on a
consolidated basis in accordance with Agreement Accounting Principles.

     "Hedging  Obligations"  means any and all obligations of a Person,  whether
absolute  or  contingent,  and  howsoever  and  when  soever  created,  arising,
evidenced or acquired  (including  all renewals,  extensions  and  modifications
thereof and substitutions  therefor) under (i) any and all agreements,  devices,
or arrangements designed to protect at least one of the parties thereto from the
fluctuations  of interest  rates,  commodity  prices,  exchange rates or forward
rates applicable to such party's assets,  liabilities or exchange  transactions,
including,  but not limited to,  dollar-denominated  or cross-currency  interest
rate exchange agreements,  forward currency exchange  agreements,  interest rate
cap or collar  protection  agreements,  forward rate  currency or interest  rate
options,  puts and  warrants,  and (ii) any and all  cancellations,  buy  backs,
reversals, terminations or assignments of any of the foregoing.


                                       2
<PAGE>

     "Indebtedness" of a Person means such Person's (i) obligations for borrowed
money,  including  capital lease  obligations (ii) obligations  representing the
deferred  purchase  price of Property or services  (other than accounts  payable
arising  in the  ordinary  course of such  Person's  business  payable  on terms
customary in the trade), (iii) obligations,  whether or not assumed,  secured by
Liens  or  payable  out of the  proceeds  or  production  from  Property  now or
hereafter owned or acquired by such Person, (iv) obligations which are evidenced
by notes, acceptances,  or other instruments,  (v) obligations of such Person to
purchase  securities or other Property  arising out of or in connection with the
sale  of  the  same  or  substantially  similar  securities  or  Property,  (vi)
Capitalized Lease Obligations and (vii)  reimbursement and all other obligations
in connection with letters of credit including the Letters of Credit, (viii) all
guaranties of such Person of the indebtedness of any other person,  (ix) the net
liabilities  of all  Hedging  Obligations,  and (x)  any  other  obligation  for
borrowed  money or  other  financial  accommodation  which  in  accordance  with
Agreement   Accounting   Principles  would  be  shown  as  a  liability  on  the
consolidated balance sheet of such Person.

     "Interest Period" means, with respect to a Eurodollar  Advance, a period of
one, two,  three six or twelve  months  commencing on a Business Day selected by
the Borrower  pursuant to this Agreement.  Such Interest Period shall end on the
day which  corresponds  numerically to such date one, two, three,  six or twelve
months  thereafter,  provided,  however,  that if there  is no such  numerically
corresponding  day in such next,  second,  third,  sixth or  twelfth  succeeding
month,  such  Interest  Period shall end on the last  Business Day of such next,
second,  third,  sixth or twelfth  succeeding month. If an Interest Period would
otherwise end on a day which is not a Business  Day, such Interest  Period shall
end on the next succeeding  Business Day, provided,  however,  that if said next
succeeding  Business Day falls in a new calendar  month,  such  Interest  Period
shall end on the immediately preceding Business Day.

     "Non-Current  Subsidiary"  means a Subsidiary of the Borrower which has not
delivered a Guaranty or otherwise  fulfilled all of the  requirements of Section
4.3 in order to become a Current Subsidiary.

     "Required  Lenders" means three (3) or more Lenders having in the aggregate
at least 55.56% of the Aggregate Commitment, or, if the Aggregate Commitment has
been  terminated,  three (3) or more Lenders  holding in the  aggregate at least
55.56% of the aggregate unpaid principal amount of all outstanding Advances. For
purposes hereof, the aggregate  outstanding  principal balance of the Swing Line
Loan at the time of the  determination  of the Required  Lenders shall be deemed
allocated  to the Lenders  ratably in  accordance  with the  relation  that each
Lender's Commitment bears to the Aggregate Commitment.

     "Unconsolidated  Joint Venture" means a joint venture partnership formed by
the  Borrower  or  any  Current  Subsidiary  and a  third  party  which  is  not
consolidated with the Borrower for financial reporting purposes.

     All other terms defined in the Agreement and used in this  Amendment  shall
have their respective  meanings stated in the Agreement unless otherwise defined
herein.


                                       3
<PAGE>

     2. DEBT.  section 6.10 of the  Agreement is hereby  amended and restated in
its entirety as follows:

     6.10. Debt. Neither the Borrower nor any Current Subsidiary shall incur nor
permit to exist any  Indebtedness  in excess of  $500,000.00,  in the aggregate,
except:

     (i)       to the Lenders under this Agreement;

     (ii)      to the holders of the Senior Notes;

     (iii)     for  standby  letters  of  credit  issued by  affiliate  national
               banking  associations of the Lenders pursuant to the requirements
               of local  municipalities  for  development  projects  outside  of
               Indianapolis, Indiana;

     (iv)      for seller financing of the future acquisition of unimproved real
               estate by the Borrower or by a Current Subsidiary,  provided that
               no Default or Unmatured Default exists and that such financing is
               unsecured  or is  secured  only by the  real  estate  to which it
               relates and is  subordinated  to the Obligations and has received
               the Required  Lenders' prior written consent,  which shall not be
               unreasonably withheld;

     (v)       indebtedness  related to  mortgages  assumed by the Borrower or a
               Current  Subsidiary on residential  real estate acquired from its
               customers  in the ordinary  course of business  contemporaneously
               with the sale of a new  residence by the Borrower or such Current
               Subsidiary  to  such  customer,   provided  that  no  Default  or
               Unmatured   Default  exists  and  that  the  assumption  of  such
               indebtedness  shall  not  result  in a  Default  or an  Unmatured
               Default;

     (vi)      for those existing obligations disclosed on the Schedule attached
               hereto as Schedule 6.10;

     (vii)     indebtedness  of  Unconsolidated  Joint  Ventures  which  is  not
               guaranteed by the Borrower or any Current Subsidiary; and

     (viii)    Hedging Obligations;

provided,  however,  that the  amount  of all  such  indebtedness  described  in
paragraphs (iv), (v), (vi), and (vii) of this Section 6.10 together with the net
liability of all Hedging  Obligations  shall at no time exceed in the  aggregate
five percent (5%) of Total Capitalization.



                                       4
<PAGE>

     3.   MERGERS,   CONSOLIDATIONS,   SALES,   ACQUISITION   OR   FORMATION  OF
SUBSIDIARIES.  Section 6.14 of the  Agreement is hereby  amended and restated in
its entirety as follows:

               6.14. Mergers, Consolidations, Sales, Acquisition or Formation of
          Subsidiaries.  Neither the Borrower nor any Current  Subsidiary  shall
          (i) be a party to any  consolidation  or to any merger or purchase the
          capital stock of or otherwise acquire any equity interest in any other
          business  entity,  except  for  investment  purposes  only in  readily
          marketable  securities  where the aggregate  amount of equity interest
          held is less  than  ten  percent  (10%)  of the  voting  power  of the
          acquired  party;  (ii) acquire any material  part of the assets of any
          other  business  entity,  except in the  ordinary  course of business;
          (iii)  except in the  ordinary  course of  business,  sell,  transfer,
          convey,  lease or otherwise  dispose of all or any substantial part of
          the assets of the Borrower or of the Current Subsidiaries,  except for
          sale/leaseback  transactions  to finance model homes;  or (iv) sell or
          assign with or without  recourse any  receivable;  provided,  however,
          that the Borrower may consolidate or merge with any other  corporation
          if the surviving or continuing  corporation  shall be the Borrower and
          at the time of such  consolidation  or merger and after giving  effect
          thereto no Default or  Unmatured  Default  shall have  occurred  or be
          continuing.  For purposes of the preceding sentence,  a sale, lease or
          other disposition of assets shall be deemed to be a "substantial part"
          of the assets of the Borrower or of a Current  Subsidiary  if the book
          value of such assets, when added to the book value of all other assets
          sold,  leased or otherwise  disposed by the Borrower  and/or a Current
          Subsidiary (other than in the ordinary course of business), during the
          12-month  period  ending  with the date of such  sale,  lease or other
          disposition,  exceeds five percent (5%) of Total Assets.  The Borrower
          shall not cause to be created or  otherwise  acquire any  Subsidiaries
          unless  within  thirty (30)  calendar  days after such  Subsidiary  is
          formed  or  acquired  by the  Borrower  it  either  becomes  a Current
          Subsidiary for all purposes of this Agreement  pursuant to Section 4.3
          hereof,  or such  requirement  is waived by the  Required  Lenders  in
          writing prior to the creation or acquisition of such Subsidiary by the
          Borrower.


     4.  FINANCIAL  COVENANTS.  A new Section  6.18.2 of the Agreement is hereby
amended and restated in its entirety as follows:

               6.18.2.  Consolidated  Tangible Net Worth.  Commencing  as of the
          date of the Fifth Amendment,  the Borrower shall maintain at all times
          its Consolidated Tangible Net Worth at a level not less than an amount
          equal to the sum of (i) One  Hundred  Fifty-Eight  Million  and 00/100
          Dollars   ($158,000,000.00)   plus  (ii)   fifty   percent   (50%)  of
          Consolidated  Net Income  determined  on a  cumulative  basis for each
          fiscal quarter ending on and after December 31, 2000;  provided,  that
          for the  purposes  of the  foregoing  calculation,  in the event  that
          Consolidated  Net  Income  is a  deficit  figure  for any such  fiscal
          quarter,  Consolidated  Net Income for such  fiscal  quarter  shall be
          deemed to be zero and,  accordingly,  shall not  reduce  the amount of
          Consolidated  Tangible Net Worth required to be maintained pursuant to
          this  Section,  plus  (iii)  one  hundred  percent  (100%)  of the net
          proceeds  received by the Borrower from any capital stock issued after
          December 31, 2000.




                                       5
<PAGE>

     5.  REPRESENTATIONS AND WARRANTIES.  To induce the Agent and the Lenders to
enter into this Amendment,  the Borrower  affirms that the  representations  and
warranties  contained  in the  Agreement  are  correct  as of the  date  of this
Amendment, except that (i) they shall be deemed also to refer to this Amendment,
as well as all documents named herein, and (ii) Section 5.4 shall be deemed also
to refer to the most recent  audited and unaudited  financial  statements of the
Borrower delivered to the Lenders.


     6. EVENTS OF DEFAULT.  The Borrower  certifies that no Default or Unmatured
Default under the Agreement,  as amended by this Amendment,  has occurred and is
continuing as of the execution date of this Amendment  except as shall have been
expressly waived herein.


     7. CONDITIONS  PRECEDENT.  As conditions  precedent to the effectiveness of
this  Amendment,  the Agent shall first receive with  sufficient  copies for the
Lenders the following  contemporaneously with the execution and delivery of this
Amendment,  each duly executed,  dated and in form and substance satisfactory to
the Lenders:

     (i)       A certified copy of a Resolution of the Board of Directors of the
               Borrower  authorizing  the execution,  delivery and  performance,
               respectively,  of this Amendment,  its Promissory Note payable to
               the order of Bank One, and the other Loan Documents  provided for
               in this Amendment to which the Borrower is a party.

     (ii)      A  certificate  of the Secretary of the Board of Directors of the
               Borrower   certifying  the  names  of  the  officer  or  officers
               authorized to sign this  Amendment  and the other Loan  Documents
               provided for in this  Amendment to which the Borrower is a party,
               together  with a  sample  of the  true  signature  of  each  such
               officer.

     (iii)     A certified copy of a Resolution of General  Partner of Crossmann
               Communities   Partnership,   an  Indiana   general   partnership,
               authorizing    the   execution,    delivery   and    performance,
               respectively,  of its Reaffirmation of Guaranty Agreement and the
               other Loan  Documents  provided  for in this  Amendment  to which
               Crossmann Communities Partnership is a party.

     (iv)      A  certificate  of the General  Partner of Crossmann  Communities
               Partnership  certifying  the  names of the  officer  or  officers
               authorized to sign its  Reaffirmation  of Guaranty  Agreement and
               the other Loan Documents  provided for in this Amendment to which
               Crossmann  Communities  Partnership  is a party,  together with a
               sample  of  the  true  signature  of  each  such  officer.



                                       6
<PAGE>

     (v)       A certified  copy of a  Resolution  of the Board of  Directors of
               Deluxe  Homes  of  Lafayette,   Inc.,  an  Indiana   corporation,
               authorizing    the   execution,    delivery   and    performance,
               respectively,  of its Reaffirmation of Guaranty Agreement and the
               other Loan  Documents  provided  for in this  Amendment  to which
               Deluxe Homes of Lafayette, Inc. is a party.

     (vi)      A  certificate  of the  Secretary  of the Board of  Directors  of
               Deluxe  Homes of  Lafayette,  Inc.  certifying  the  names of the
               officer  or  officers  authorized  to sign its  Reaffirmation  of
               Guaranty  Agreement and the other Loan Documents  provided for in
               this  Amendment  to which Deluxe  Homes of  Lafayette,  Inc. is a
               party,  together with a sample of the true signature of each such
               officer.

     (vii)     A certified  copy of a  Resolution  of the Board of  Directors of
               Crossmann   Communities  of  Ohio,  Inc.,  an  Ohio  corporation,
               authorizing    the   execution,    delivery   and    performance,
               respectively,  of its Reaffirmation of Guaranty Agreement and the
               other Loan  Documents  provided  for in this  Amendment  to which
               Crossmann Communities of Ohio, Inc. is a party.

     (viii)    A  certificate  of the  Secretary  of the Board of  Directors  of
               Crossmann  Communities of Ohio, Inc.  certifying the names of the
               officer  or  officers  authorized  to sign its  Reaffirmation  of
               Guaranty  Agreement and the other Loan Documents  provided for in
               this Amendment to which Crossmann  Communities of Ohio, Inc. is a
               party,  together with a sample of the true signature of each such
               officer.

     (ix)      A certified  copy of a  Resolution  of the Board of  Directors of
               Merit  Realty,  Inc.,  an Indiana  corporation,  authorizing  the
               execution,   delivery  and  performance,   respectively,  of  its
               Reaffirmation of Guaranty  Agreement and the other Loan Documents
               provided for in this  Amendment to which Merit Realty,  Inc. is a
               party.

     (x)       A certificate of the Secretary of the Board of Directors of Merit
               Realty,  Inc.  certifying  the names of the  officer or  officers
               authorized to sign its  Reaffirmation  of Guaranty  Agreement and
               the other Loan Documents  provided for in this Amendment to which
               Merit Realty, Inc. is a party, together with a sample of the true
               signature of each such officer.

     (xi)      A certified  copy of a  Resolution  of the Board of  Directors of
               Crossmann   Mortgage   Corporation,   an   Indiana   corporation,
               authorizing    the   execution,    delivery   and    performance,
               respectively,  of its Reaffirmation of Guaranty Agreement and the
               other Loan  Documents  provided  for in this  Amendment  to which
               Crossmann Mortgage Corporation is a party.



                                       7
<PAGE>

     (xii)     A  certificate  of the  Secretary  of the Board of  Directors  of
               Crossmann  Mortgage  Corporation  certifying  the  names  of  the
               officer  or  officers  authorized  to sign its  Reaffirmation  of
               Guaranty  Agreement and the other Loan Documents  provided for in
               this  Amendment  to which  Crossmann  Mortgage  Corporation  is a
               party,  together with a sample of the true signature of each such
               officer.

     (xiii)    A certified  copy of a  Resolution  of the Board of  Directors of
               Deluxe Aviation,  Inc., an Indiana  corporation,  authorizing the
               execution,   delivery  and  performance,   respectively,  of  its
               Reaffirmation of Guaranty  Agreement and the other Loan Documents
               provided for in this Amendment to which Deluxe Aviation,  Inc. is
               a party.

     (xiv)     A  certificate  of the  Secretary  of the Board of  Directors  of
               Deluxe  Aviation,  Inc.  certifying  the names of the  officer or
               officers   authorized  to  sign  its  Reaffirmation  of  Guaranty
               Agreement  and the  other  Loan  Documents  provided  for in this
               Amendment to which  Deluxe  Aviation,  Inc. is a party,  together
               with a sample of the true signature of each such officer.

     (xv)      A certified  copy of a  Resolution  of the Board of  Directors of
               Cutter  Homes,  Ltd.,  a Kentucky  corporation,  authorizing  the
               execution,   delivery  and  performance,   respectively,  of  its
               Reaffirmation of Guaranty  Agreement and the other Loan Documents
               provided for in this  Amendment to which Cutter Homes,  Ltd. is a
               party.

     (xvi)     A  certificate  of the  Secretary  of the Board of  Directors  of
               Cutter  Homes,  Ltd.  certifying  the  names  of the  officer  or
               officers   authorized  to  sign  its  Reaffirmation  of  Guaranty
               Agreement  and the  other  Loan  Documents  provided  for in this
               Amendment to which Cutter Homes, Ltd. is a party, together with a
               sample of the true signature of each such officer.

     (xvii)    A certified  copy of a  Resolution  of the  Members of  Crossmann
               Communities  of  Tennessee,  LLC, a Tennessee  limited  liability
               company,  authorizing  the execution,  delivery and  performance,
               respectively,  of its Reaffirmation of Guaranty Agreement and the
               other Loan  Documents  provided  for in this  Amendment  to which
               Crossmann Communities of Tennessee, LLC is a party.

     (xviii)   A certificate of the Managing Member of Crossmann  Communities of
               Tennessee,  LLC  certifying  the names of the officer or officers
               authorized to sign its  Reaffirmation  of Guaranty  Agreement and
               the other Loan Documents  provided for in this Amendment to which
               Crossmann Communities of Tennessee, LLC is a party, together with
               a sample of the true signature of each such officer.

     (xix)     A certified  copy of a  Resolution  of the Board of  Directors of
               Crossmann  Communities of North Carolina,  Inc., a North Carolina
               corporation, authorizing the execution, delivery and performance,
               respectively,  of its Reaffirmation of Guaranty Agreement and the
               other Loan  Documents  provided  for in this  Amendment  to which
               Crossmann Communities of North Carolina, Inc. is a party.



                                       8
<PAGE>

     (xx)      A  certificate  of the  Secretary  of the Board of  Directors  of
               Crossmann  Communities  of North  Carolina,  Inc.  certifying the
               names  of  the  officer  or  officers   authorized  to  sign  its
               Reaffirmation of Guaranty  Agreement and the other Loan Documents
               provided for in this Amendment to which Crossmann  Communities of
               North  Carolina,  Inc. is a party,  together with a sample of the
               true signature of each such officer.

     (xxi)     A certified  copy of a  Resolution  of the  Members of  Pinehurst
               Builders,  LLC,  a  South  Carolina  limited  liability  company,
               authorizing    the   execution,    delivery   and    performance,
               respectively,  of its Reaffirmation of Guaranty Agreement and the
               other Loan  Documents  provided  for in this  Amendment  to which
               Pinehurst Builders, LLC is a party.

     (xxii)    A certificate of the Managing Member of Pinehurst  Builders,  LLC
               certifying  the names of the  officer or officers  authorized  to
               sign its  Reaffirmation of Guaranty  Agreement and the other Loan
               Documents  provided  for in this  Amendment  to  which  Pinehurst
               Builders,  LLC is a party,  together  with a  sample  of the true
               signature of each such officer.

     (xxiii)   A certified  copy of a  Resolution  of the Board of  Directors of
               Crossmann Management,  Inc., an Indiana corporation,  authorizing
               the execution,  delivery and  performance,  respectively,  of its
               Reaffirmation of Guaranty  Agreement and the other Loan Documents
               provided  for in this  Amendment to which  Crossmann  Management,
               Inc. is a party.

     (xxiv)    A  certificate  of the  Secretary  of the Board of  Directors  of
               Crossmann Management, Inc. certifying the names of the officer or
               officers   authorized  to  sign  its  Reaffirmation  of  Guaranty
               Agreement  and the  other  Loan  Documents  provided  for in this
               Amendment  to  which  Crossmann  Management,  Inc.  is  a  party,
               together  with a  sample  of the  true  signature  of  each  such
               officer.

     (xxv)     A certified  copy of a  Resolution  of the Board of  Directors of
               Crossmann Investments, Inc., an Indiana corporation,  authorizing
               the execution,  delivery and  performance,  respectively,  of its
               Reaffirmation of Guaranty  Agreement and the other Loan Documents
               provided for in this  Amendment to which  Crossmann  Investments,
               Inc. is a party.

     (xxvi)    A  certificate  of the  Secretary  of the Board of  Directors  of
               Crossmann  Investments,  Inc. certifying the names of the officer
               or  officers  authorized  to sign its  Reaffirmation  of Guaranty
               Agreement  and the  other  Loan  Documents  provided  for in this
               Amendment  to  which  Crossmann  Investments,  Inc.  is a  party,
               together  with a  sample  of the  true  signature  of  each  such
               officer.

     (xxvii)   A certified  copy of a  Resolution  of the Board of  Directors of
               Deluxe Homes of Ohio, Inc., an Ohio corporation,  authorizing the
               execution,   delivery  and  performance,   respectively,  of  its
               Reaffirmation of Guaranty  Agreement and the other Loan Documents
               provided  for in this  Amendment  to which  Deluxe Homes of Ohio,
               Inc. is a party.



                                       9
<PAGE>

     (xxviii)  A  certificate  of the  Secretary  of the Board of  Directors  of
               Deluxe Homes of Ohio, Inc. certifying the names of the officer or
               officers   authorized  to  sign  its  Reaffirmation  of  Guaranty
               Agreement  and the  other  Loan  Documents  provided  for in this
               Amendment  to  which  Deluxe  Homes  of  Ohio,  Inc.  is a party,
               together  with a  sample  of the  true  signature  of  each  such
               officer.

     (xxix)    A certified copy of a Resolution of the Members of Trinity Homes,
               LLC,  an  Indiana  limited  liability  company,  authorizing  the
               execution,   delivery  and  performance,   respectively,  of  its
               Reaffirmation of Guaranty  Agreement and the other Loan Documents
               provided for in this Amendment to which Trinity  Homes,  LLC is a
               party.

     (xxx)     A  certificate  of the  Managing  Member of  Trinity  Homes,  LLC
               certifying  the names of the  officer or officers  authorized  to
               sign its  Reaffirmation of Guaranty  Agreement and the other Loan
               Documents  provided for in this Amendment to which Trinity Homes,
               LLC is a party,  together with a sample of the true  signature of
               each such officer.

     (xxxi)    The Promissory Note (Revolving Loan) ($60,000,000.00)  payable to
               the order of Bank One, Indiana,  N.A. in the form attached hereto
               as Exhibit "A."

     (xxxii)   The Promissory Note (Revolving Loan) ($18,750,000.00)  payable to
               the order of  Huntington  National  Bank of  Indiana  in the form
               attached hereto as Exhibit "B."

     (xxxiii)  The Promissory Note (Revolving Loan) ($18,750,000.00)  payable to
               the  order of Fifth  Third  Bank,  Indiana  in the form  attached
               hereto as Exhibit "C."

     (xxxiv)   The Promissory Note (Revolving Loan) ($18,750,000.00)  payable to
               the  order of PNC  Bank,  N.A.  in the form  attached  hereto  as
               Exhibit "D."

     (xxxv)    The Promissory Note (Revolving Loan) ($18,750,000.00)  payable to
               the order of KeyBank  National  Association  in the form attached
               hereto as Exhibit "E."

     (xxxvi)   A Reaffirmation  Guaranty  Agreement from each Current Subsidiary
               in the form of Exhibit "B" attached  hereto,  duly  completed for
               each such Current Subsidiary.

     (xxxvii)  Such other instruments,  agreements, and documents that the Agent
               or any Lender may reasonably require.


                                       10
<PAGE>

     8. EFFECT OF  AMENDMENT.  Except as amended in this  Amendment,  all of the
terms and conditions of the Agreement shall continue unchanged and in full force
and effect together with this Amendment.


     IN WITNESS  WHEREOF,  the Borrower,  the Lenders,  and the Agent,  by their
respective duly authorized officers, have executed and delivered in Indiana this
Fifth Amendment to Credit Agreement as of May 4, 2001.


                           CROSSMANN COMMUNITIES, INC., an Indiana corporation


                           By: /s/ Jennifer A. Holihen
                               -------------------------------------------------
                               Jennifer A. Holihen, Chief Financial Officer,
                                 Treasurer and Secretary

                           9210 North Meridian Street
                           Indianapolis, Indiana 46260

                           Attention:  Jennifer A. Holihen, Chief Financial
                                         Officer, Treasurer and Secretary
                           Telephone:  (317) 843-9514
                           Telecopy:   (317) 571-2210
                           E-mail:     jholihen@croscom.com




                                       11
<PAGE>

Commitments:

$60,000,000.00             BANK ONE, INDIANA, NA, a national banking
    44.44%                   association, individually and as Agent



                           By: /s/ Patrick D. Lease
                               -------------------------------------------------
                               Patrick D. Lease, First Vice President

                               Bank One Center/Circle - Suite 203
                               111 Monument Circle
                               Indianapolis, Indiana 46277

                           Attention:  Patrick D. Lease, First Vice President
                           Telephone:  (317) 321-3844
                           Telecopy:   (317) 321-7647
                           E-mail:     Patrick_D_Lease@EM.FCNBD.com


$18,750,000.00             HUNTINGTON NATIONAL BANK OF INDIANA
    13.89%


                           By: /s/ Russell R. Swan, Jr.
                               -------------------------------------------------
                               Russell R. Swan, Jr., Senior Vice President
                               Capital Center, Suite 1800
                               201 North Illinois Street
                               Indianapolis, Indiana 46204

                           Attention:  Russell R. Swan, Jr., Senior Vice
                                         President
                           Telephone:  (317) 237-2547
                           Telecopy:   (317) 237-2505
                           E-mail:     Russell.Swan@Huntington.com


$18,750,000.00             FIFTH THIRD BANK, INDIANA
    13.89%


                           By: /s/ Jeffrey K. Lockhart
                               -------------------------------------------------
                               Jeffrey K. Lockhart, Vice President


                           Capital Center, North Tower
                           251 North Illinois Street, Suite 1000
                           Indianapolis, Indiana 4604

                           Attention:  Jeffrey K. Lockhart, Vice President
                           Telephone:  (317) 383-2287
                           Telecopy:   (317) 383-2764
                           E-mail:     Jeffrey.Lockhart@53.com




                                       12
<PAGE>

$18,750,000.00             PNC BANK,  N.A.
    13.89%



                           By:  /s/ James A. Harmann
                                ------------------------------------------------
                                James A. Harmann, Vice President

                           201 East Fifth Street, Suite 200
                           Real Estate Finance
                           Cincinnati, Ohio 45201-1198

                           Attention:  James A. Harmann, Vice President
                           Telephone:  (513) 651-8988
                           Telecopy:   (513) 651-8931
                           E-mail:     James.Harmann@pncbank.com


$18,750,000.00             KEYBANK NATIONAL ASSOCIATION
    13.89%



                           By: /s/ Jane E. Butler
                               -------------------------------------------------
                               Jane E. Butler,  Vice President

                           10 West Market Street
                           Indianapolis, Indiana 46204

                           Attention:  Jane E. Butler, Vice President
                           Telephone:  (317) 464-8319
                           Telecopy:   (317) 464-8301
                           E-Mail:     Jane_Butler@keybank.com



                                       13
<PAGE>



                              SCHEDULE OF EXHIBITS


Exhibit "A"    -    Promissory Note (Revolving Loan) ($60,000,000.00)
                    (Bank One, Indiana, NA)


Exhibit "B"    -    Promissory Note (Revolving Loan) ($18,750,000.00)
                    (Huntington National Bank of Indiana)


Exhibit "C"    -    Promissory Note (Revolving Loan) ($18,750,000.00)
                   (Fifth Third Bank, Indiana)


Exhibit "D"    -    Promissory Note (Revolving Loan) ($18,750,000.00)
                    (PNC Bank, N.A.)


Exhibit "E"    -    Promissory Note (Revolving Loan) ($18,750,000.00)
                    (KeyBank National Association)


Exhibit "F"    -    Reaffirmation of Guaranty Agreement (Current Subsidiaries)


                                       14
<PAGE>
                                 PROMISSORY NOTE
                                (Revolving Loan)

                                                  Indianapolis, Indiana
$60,000,000.00                                    Dated: May 4, 2001
                                                  Final Maturity: April 1, 2004


     On or before April 1, 2004 ("Final Maturity"), CROSSMANN COMMUNITIES, INC.,
an Indiana  corporation (the "Maker")  promises to pay to the order of BANK ONE,
INDIANA,  NA, a national  banking  association  (the  "Lender") at the principal
office of BANK ONE, INDIANA, NA, a national banking association (the "Agent") in
Indianapolis,  Indiana,  the principal  sum of Sixty Million and 00/100  Dollars
($60,000,000.00)  or so much of the principal  amount of the Loan represented by
this Note as may be  disbursed  by the  Lender  under  the  terms of the  Credit
Agreement  described below, and to pay interest on the unpaid principal  balance
outstanding from time to time as provided in this Note.

     This Note evidences indebtedness (the "Loan") incurred or to be incurred by
the Maker under a revolving  line of credit  extended to the Maker by the Lender
under a Credit  Agreement  dated as of April 1, 1999 (as  amended,  the  "Credit
Agreement"), entered into by and among the Maker, the Lender, the Agent, and the
other lenders from time to time parties thereto.  All references in this Note to
the Credit  Agreement  shall be construed as references to that  Agreement as it
may be  amended  from  time to  time.  The  Loan is  referred  to in the  Credit
Agreement as the  "Revolving  Loan."  Subject to the terms and conditions of the
Credit  Agreement,  the  proceeds  of the Loan may be  advanced  and  repaid and
re-advanced  until Final Maturity.  The principal amount of the Loan outstanding
from time to time shall be  determined  by reference to the books and records of
the Lender on which all Advances under the Loan and all payments by the Maker on
account of the Loan shall be  recorded.  Such books and records  shall be deemed
prima facie to be correct as to such matters.

     The terms  "Advance" and "Business Day" are used in this Note as defined in
the Credit Agreement.

     Interest on the unpaid principal  balance of the Loan outstanding from time
to time prior to and after maturity will accrue at the rate or rates provided in
the Credit  Agreement.  Prior to  maturity,  accrued  interest  shall be due and
payable on the last  Business Day of each month  commencing on the last Business
Day of the month in which this Note is executed. After maturity,  interest shall
be due and payable as accrued and without demand. Interest will be calculated by
applying  the  ratio  of the  annual  interest  rate  over a year  of 360  days,
multiplied by the outstanding principal balance, multiplied by the actual number
of days the principal balance is outstanding.

     The  entire  outstanding  principal  balance  of this Note shall be due and
payable, together with accrued interest, at Final Maturity. Reference is made to
the Credit  Agreement for  provisions  requiring  prepayment of principal  under
certain  circumstances.  Principal  may be prepaid,  but only as provided in the
Credit  Agreement.  If any  installment  of interest due under the terms of this
Note is not paid within two (2) Business  Days when due,  then the Lender or any
subsequent  holder  of  this  Note  may,  subject  to the  terms  of the  Credit
Agreement, at its option and without notice, declare the entire principal amount
of the Note and all accrued interest  immediately due and payable.  Reference is
made to the Credit  Agreement which provides for acceleration of the maturity of
this Note upon the happening of other "Defaults" as defined therein.


<PAGE>

     All  payments  on account of this Note shall be applied as  provided in the
Credit Agreement.

     The Maker and any endorsers severally waive demand, presentment for payment
and notice of nonpayment of this Note, and each of them consents to any renewals
or extensions of the time of payment of this Note without notice.

     All  amounts  payable  under the terms of this Note shall be  payable  with
expenses of  collection,  including  attorneys'  fees,  and without  relief from
valuation and appraisement laws.

     This Note  supersedes  and  replaces  that  certain  Promissory  Note dated
October 20, 2000,  made by the Maker to the order of the Lender in the principal
amount of $60,000,000.00, with a final maturity date of March 31, 2003.

     This  Note  is  made  under  and  will  be  governed  in all  cases  by the
substantive laws of the State of Indiana,  notwithstanding the fact that Indiana
conflicts of law rules might otherwise  require the substantive  rules of law of
another jurisdiction to apply.


                              CROSSMANN COMMUNITIES, INC.,
                               an Indiana corporation



                              By: /s/ Jennifer A. Holihen
                                  ----------------------------------------------
                                  Jennifer A. Holihen, Chief Financial Officer,
                                    Treasurer and Secretary



<PAGE>

                                 PROMISSORY NOTE
                                (Revolving Loan)


                                                  Indianapolis, Indiana
$18,750,000.00                                    Dated: May 4, 2001
                                                  Final Maturity: April 1, 2004


     On or before April 1, 2004 ("Final Maturity"), CROSSMANN COMMUNITIES, INC.,
an Indiana  corporation (the "Maker") promises to pay to the order of HUNTINGTON
NATIONAL  BANK OF INDIANA (the  "Lender") at the  principal  office of BANK ONE,
INDIANA,  NA, a national  banking  association  (the  "Agent") in  Indianapolis,
Indiana,  the principal sum of Eighteen Million Seven Hundred Fifty Thousand and
00/100 Dollars  ($18,750,000.00)  or so much of the principal amount of the Loan
represented  by this Note as may be  disbursed  by the Lender under the terms of
the  Credit  Agreement  described  below,  and to  pay  interest  on the  unpaid
principal balance outstanding from time to time as provided in this Note.

     This Note evidences indebtedness (the "Loan") incurred or to be incurred by
the Maker under a revolving  line of credit  extended to the Maker by the Lender
under a Credit  Agreement  dated as of April 1, 1999 (as  amended,  the  "Credit
Agreement"), entered into by and among the Maker, the Lender, the Agent, and the
other lenders from time to time parties thereto.  All references in this Note to
the Credit  Agreement  shall be construed as references to that  Agreement as it
may be  amended  from  time to  time.  The  Loan is  referred  to in the  Credit
Agreement as the  "Revolving  Loan."  Subject to the terms and conditions of the
Credit  Agreement,  the  proceeds  of the Loan may be  advanced  and  repaid and
re-advanced  until Final Maturity.  The principal amount of the Loan outstanding
from time to time shall be  determined  by reference to the books and records of
the Lender on which all Advances under the Loan and all payments by the Maker on
account of the Loan shall be  recorded.  Such books and records  shall be deemed
prima facie to be correct as to such matters.

     The terms  "Advance" and "Business Day" are used in this Note as defined in
the Credit Agreement.

     Interest on the unpaid principal  balance of the Loan outstanding from time
to time prior to and after maturity will accrue at the rate or rates provided in
the Credit  Agreement.  Prior to  maturity,  accrued  interest  shall be due and
payable on the last  Business Day of each month  commencing on the last Business
Day of the month in which this Note is executed. After maturity,  interest shall
be due and payable as accrued and without demand. Interest will be calculated by
applying  the  ratio  of the  annual  interest  rate  over a year  of 360  days,
multiplied by the outstanding principal balance, multiplied by the actual number
of days the principal balance is outstanding.

     The  entire  outstanding  principal  balance  of this Note shall be due and
payable, together with accrued interest, at Final Maturity. Reference is made to
the Credit  Agreement for  provisions  requiring  prepayment of principal  under
certain  circumstances.  Principal  may be prepaid,  but only as provided in the
Credit Agreement.


<PAGE>

     If any installment of interest due under the terms of this Note is not paid
within two (2) Business Days when due, then the Lender or any subsequent  holder
of this Note may,  subject to the terms of the Credit  Agreement,  at its option
and  without  notice,  declare the entire  principal  amount of the Note and all
accrued  interest  immediately due and payable.  Reference is made to the Credit
Agreement which provides for  acceleration of the maturity of this Note upon the
happening of other "Defaults" as defined therein.

     All  payments  on account of this Note shall be applied as  provided in the
Credit Agreement.

     The Maker and any endorsers severally waive demand, presentment for payment
and notice of nonpayment of this Note, and each of them consents to any renewals
or extensions of the time of payment of this Note without notice.

     All  amounts  payable  under the terms of this Note shall be  payable  with
expenses of  collection,  including  attorneys'  fees,  and without  relief from
valuation and appraisement laws.

     This Note supersedes and replaces that certain  Promissory Note dated March
31, 2000,  made by the Maker to the order of the Lender in the principal  amount
of $18,750,000.00, with a final maturity date of March 31, 2003.

     This  Note  is  made  under  and  will  be  governed  in all  cases  by the
substantive laws of the State of Indiana,  notwithstanding the fact that Indiana
conflicts of law rules might otherwise  require the substantive  rules of law of
another jurisdiction to apply.


                              CROSSMANN COMMUNITIES, INC.,
                                an Indiana corporation



                              By: /s/ Jennifer A. Holihen
                                  ----------------------------------------------
                                  Jennifer A. Holihen, Chief Financial Officer,
                                    Treasurer and Secretary



<PAGE>


                                 PROMISSORY NOTE
                                (Revolving Loan)

                                                  Indianapolis, Indiana
$18,750,000.00                                    Dated: May 4, 2001
                                                  Final Maturity: April 1, 2004


     On or before April 1, 2004 ("Final Maturity"), CROSSMANN COMMUNITIES, INC.,
an Indiana corporation (the "Maker") promises to pay to the order of FIFTH THIRD
BANK, INDIANA (the "Lender") at the principal office of BANK ONE, INDIANA, NA, a
national  banking  association  (the  "Agent")  in  Indianapolis,  Indiana,  the
principal  sum of Eighteen  Million  Seven  Hundred  Fifty  Thousand  and 00/100
Dollars  ($18,750,000.00)  or so  much  of the  principal  amount  of  the  Loan
represented  by this Note as may be  disbursed  by the Lender under the terms of
the  Credit  Agreement  described  below,  and to  pay  interest  on the  unpaid
principal balance outstanding from time to time as provided in this Note.

     This Note evidences indebtedness (the "Loan") incurred or to be incurred by
the Maker under a revolving  line of credit  extended to the Maker by the Lender
under a Credit  Agreement  dated as of April 1, 1999 (as  amended,  the  "Credit
Agreement"), entered into by and among the Maker, the Lender, the Agent, and the
other lenders from time to time parties thereto.  All references in this Note to
the Credit  Agreement  shall be construed as references to that  Agreement as it
may be  amended  from  time to  time.  The  Loan is  referred  to in the  Credit
Agreement as the  "Revolving  Loan."  Subject to the terms and conditions of the
Credit  Agreement,  the  proceeds  of the Loan may be  advanced  and  repaid and
re-advanced  until Final Maturity.  The principal amount of the Loan outstanding
from time to time shall be  determined  by reference to the books and records of
the Lender on which all Advances under the Loan and all payments by the Maker on
account of the Loan shall be  recorded.  Such books and records  shall be deemed
prima facie to be correct as to such matters.

     The terms  "Advance" and "Business Day" are used in this Note as defined in
the Credit Agreement.

     Interest on the unpaid principal  balance of the Loan outstanding from time
to time prior to and after maturity will accrue at the rate or rates provided in
the Credit  Agreement.  Prior to  maturity,  accrued  interest  shall be due and
payable on the last  Business Day of each month  commencing on the last Business
Day of the month in which this Note is executed. After maturity,  interest shall
be due and payable as accrued and without demand. Interest will be calculated by
applying  the  ratio  of the  annual  interest  rate  over a year  of 360  days,
multiplied by the outstanding principal balance, multiplied by the actual number
of days the principal balance is outstanding.


<PAGE>

     The  entire  outstanding  principal  balance  of this Note shall be due and
payable, together with accrued interest, at Final Maturity. Reference is made to
the Credit  Agreement for  provisions  requiring  prepayment of principal  under
certain  circumstances.  Principal  may be prepaid,  but only as provided in the
Credit Agreement.

     If any installment of interest due under the terms of this Note is not paid
within two (2) Business Days when due, then the Lender or any subsequent  holder
of this Note may,  subject to the terms of the Credit  Agreement,  at its option
and  without  notice,  declare the entire  principal  amount of the Note and all
accrued  interest  immediately due and payable.  Reference is made to the Credit
Agreement which provides for  acceleration of the maturity of this Note upon the
happening of other "Defaults" as defined therein.

     All  payments  on account of this Note shall be applied as  provided in the
Credit Agreement.

     The Maker and any endorsers severally waive demand, presentment for payment
and notice of nonpayment of this Note, and each of them consents to any renewals
or extensions of the time of payment of this Note without notice.

     All  amounts  payable  under the terms of this Note shall be  payable  with
expenses of  collection,  including  attorneys'  fees,  and without  relief from
valuation and appraisement laws.

     This Note supersedes and replaces that certain  Promissory Note dated March
31, 2000,  made by the Maker to the order of the Lender in the principal  amount
of $18,750,000.00, with a final maturity date of March 31, 2003.

     This  Note  is  made  under  and  will  be  governed  in all  cases  by the
substantive laws of the State of Indiana,  notwithstanding the fact that Indiana
conflicts of law rules might otherwise  require the substantive  rules of law of
another jurisdiction to apply.

                              CROSSMANN COMMUNITIES, INC.,
                                an Indiana corporation



                              By: /s/ Jennifer A. Holihen
                                  ----------------------------------------------
                                  Jennifer A. Holihen, Chief Financial Officer,
                                    Treasurer and Secretary




<PAGE>

                                 PROMISSORY NOTE
                                (Revolving Loan)

                                                  Indianapolis, Indiana
$18,750,000.00                                    Dated: May 4, 2001
                                                  Final Maturity: April 1, 2004


     On or before April 1, 2004 ("Final Maturity"), CROSSMANN COMMUNITIES, INC.,
an Indiana  corporation (the "Maker")  promises to pay to the order of PNC BANK,
N.A. (the "Lender") at the principal office of BANK ONE, INDIANA, NA, a national
banking association (the "Agent") in Indianapolis, Indiana, the principal sum of
Eighteen   Million   Seven   Hundred   Fifty   Thousand   and   00/100   Dollars
($18,750,000.00)  or so much of the principal  amount of the Loan represented by
this Note as may be  disbursed  by the  Lender  under  the  terms of the  Credit
Agreement  described below, and to pay interest on the unpaid principal  balance
outstanding from time to time as provided in this Note.

     This Note evidences indebtedness (the "Loan") incurred or to be incurred by
the Maker under a revolving  line of credit  extended to the Maker by the Lender
under a Credit  Agreement  dated as of April 1, 1999 (as  amended,  the  "Credit
Agreement"), entered into by and among the Maker, the Lender, the Agent, and the
other lenders from time to time parties thereto.  All references in this Note to
the Credit  Agreement  shall be construed as references to that  Agreement as it
may be  amended  from  time to  time.  The  Loan is  referred  to in the  Credit
Agreement as the  "Revolving  Loan."  Subject to the terms and conditions of the
Credit  Agreement,  the  proceeds  of the Loan may be  advanced  and  repaid and
re-advanced  until Final Maturity.  The principal amount of the Loan outstanding
from time to time shall be  determined  by reference to the books and records of
the Lender on which all Advances under the Loan and all payments by the Maker on
account of the Loan shall be  recorded.  Such books and records  shall be deemed
prima facie to be correct as to such matters.

     The terms  "Advance" and "Business Day" are used in this Note as defined in
the Credit Agreement.

     Interest on the unpaid principal  balance of the Loan outstanding from time
to time prior to and after maturity will accrue at the rate or rates provided in
the Credit  Agreement.  Prior to  maturity,  accrued  interest  shall be due and
payable on the last  Business Day of each month  commencing on the last Business
Day of the month in which this Note is executed. After maturity,  interest shall
be due and payable as accrued and without demand. Interest will be calculated by
applying  the  ratio  of the  annual  interest  rate  over a year  of 360  days,
multiplied by the outstanding principal balance, multiplied by the actual number
of days the principal balance is outstanding.

     The  entire  outstanding  principal  balance  of this Note shall be due and
payable, together with accrued interest, at Final Maturity. Reference is made to
the Credit  Agreement for  provisions  requiring  prepayment of principal  under
certain  circumstances.  Principal  may be prepaid,  but only as provided in the
Credit Agreement.


<PAGE>

     If any installment of interest due under the terms of this Note is not paid
within two (2) Business Days when due, then the Lender or any subsequent  holder
of this Note may,  subject to the terms of the Credit  Agreement,  at its option
and  without  notice,  declare the entire  principal  amount of the Note and all
accrued  interest  immediately due and payable.  Reference is made to the Credit
Agreement which provides for  acceleration of the maturity of this Note upon the
happening of other  "Defaults"  as defined  therein.  All payments on account of
this Note shall be applied as provided in the Credit Agreement.

     The Maker and any endorsers severally waive demand, presentment for payment
and notice of nonpayment of this Note, and each of them consents to any renewals
or extensions of the time of payment of this Note without notice.

     All  amounts  payable  under the terms of this Note shall be  payable  with
expenses of  collection,  including  attorneys'  fees,  and without  relief from
valuation and appraisement laws.

     This Note supersedes and replaces that certain  Promissory Note dated March
31, 2000,  made by the Maker to the order of the Lender in the principal  amount
of $18,750,000.00, with a final maturity date of March 31, 2003.

     This  Note  is  made  under  and  will  be  governed  in all  cases  by the
substantive laws of the State of Indiana,  notwithstanding the fact that Indiana
conflicts of law rules might otherwise  require the substantive  rules of law of
another jurisdiction to apply.


                              CROSSMANN COMMUNITIES, INC.,
                                an Indiana corporation



                              By: /s/ Jennifer A. Holihen
                                  ----------------------------------------------
                                  Jennifer A. Holihen, Chief Financial Officer,
                                    Treasurer and Secretary



<PAGE>

                                PROMISSORY NOTE
                                (Revolving Loan)

                                                  Indianapolis, Indiana
$18,750,000.00                                    Dated: May 4, 2001
                                                  Final Maturity: April 1, 2004


     On or before April 1, 2004 ("Final Maturity"), CROSSMANN COMMUNITIES, INC.,
an Indiana  corporation  (the  "Maker")  promises to pay to the order of KEYBANK
NATIONAL  ASSOCIATION  (the  "Lender")  at the  principal  office  of BANK  ONE,
INDIANA,  NA, a national  banking  association  (the  "Agent") in  Indianapolis,
Indiana,  the principal sum of Eighteen Million Seven Hundred Fifty Thousand and
00/100 Dollars  ($18,750,000.00)  or so much of the principal amount of the Loan
represented  by this Note as may be  disbursed  by the Lender under the terms of
the  Credit  Agreement  described  below,  and to  pay  interest  on the  unpaid
principal balance outstanding from time to time as provided in this Note.

     This Note evidences indebtedness (the "Loan") incurred or to be incurred by
the Maker under a revolving  line of credit  extended to the Maker by the Lender
under a Credit  Agreement  dated as of April 1, 1999 (as  amended,  the  "Credit
Agreement"), entered into by and among the Maker, the Lender, the Agent, and the
other lenders from time to time parties thereto.  All references in this Note to
the Credit  Agreement  shall be construed as references to that  Agreement as it
may be  amended  from  time to  time.  The  Loan is  referred  to in the  Credit
Agreement as the  "Revolving  Loan."  Subject to the terms and conditions of the
Credit  Agreement,  the  proceeds  of the Loan may be  advanced  and  repaid and
re-advanced  until Final Maturity.  The principal amount of the Loan outstanding
from time to time shall be  determined  by reference to the books and records of
the Lender on which all Advances under the Loan and all payments by the Maker on
account of the Loan shall be  recorded.  Such books and records  shall be deemed
prima facie to be correct as to such matters.

     The terms  "Advance" and "Business Day" are used in this Note as defined in
the Credit Agreement.

     Interest on the unpaid principal  balance of the Loan outstanding from time
to time prior to and after maturity will accrue at the rate or rates provided in
the Credit  Agreement.  Prior to  maturity,  accrued  interest  shall be due and
payable on the last  Business Day of each month  commencing on the last Business
Day of the month in which this Note is executed. After maturity,  interest shall
be due and payable as accrued and without demand. Interest will be calculated by
applying  the  ratio  of the  annual  interest  rate  over a year  of 360  days,
multiplied by the outstanding principal balance, multiplied by the actual number
of days the principal balance is outstanding.

     The  entire  outstanding  principal  balance  of this Note shall be due and
payable, together with accrued interest, at Final Maturity. Reference is made to
the Credit  Agreement for  provisions  requiring  prepayment of principal  under
certain  circumstances.  Principal  may be prepaid,  but only as provided in the
Credit Agreement.


<PAGE>

     If any installment of interest due under the terms of this Note is not paid
within two (2) Business Days when due, then the Lender or any subsequent  holder
of this Note may,  subject to the terms of the Credit  Agreement,  at its option
and  without  notice,  declare the entire  principal  amount of the Note and all
accrued  interest  immediately due and payable.  Reference is made to the Credit
Agreement which provides for  acceleration of the maturity of this Note upon the
happening of other "Defaults" as defined therein.

     All  payments  on account of this Note shall be applied as  provided in the
Credit Agreement.

     The Maker and any endorsers severally waive demand, presentment for payment
and notice of nonpayment of this Note, and each of them consents to any renewals
or extensions of the time of payment of this Note without notice.

     All  amounts  payable  under the terms of this Note shall be  payable  with
expenses of  collection,  including  attorneys'  fees,  and without  relief from
valuation and appraisement laws.

     This Note supersedes and replaces that certain  Promissory Note dated March
31, 2000,  made by the Maker to the order of the Lender in the principal  amount
of $18,750,000.00, with a final maturity date of March 31, 2003.

     This  Note  is  made  under  and  will  be  governed  in all  cases  by the
substantive laws of the State of Indiana,  notwithstanding the fact that Indiana
conflicts of law rules might otherwise  require the substantive  rules of law of
another jurisdiction to apply.

                              CROSSMANN COMMUNITIES, INC.,
                                an Indiana corporation



                              By: /s/ Jennifer A. Holihen
                                  ----------------------------------------------
                                  Jennifer A. Holihen, Chief Financial Officer,
                                    Treasurer and Secretary



<PAGE>

                       REAFFIRMATION OF GUARANTY AGREEMENT


     The  undersigned  being a Guarantor under that certain  Guaranty  Agreement
dated as of [April 1,  1999\December  31,  1999\October 20, 2000] (the "Guaranty
Agreement"),  pursuant to which the  undersigned  guaranteed the  obligations of
CROSSMANN  COMMUNITIES,  INC., an Indiana  corporation  (the "Borrower") to BANK
ONE, INDIANA, NA, a national banking association,  in its capacity as Agent (the
"Agent") for the ratable benefit of the Lenders  ("Lenders")  under the terms of
that certain Credit Agreement, as amended (the "Agreement") dated April 1, 1999,
entered  into by and among the  Borrower,  the  Lenders,  and the Agent,  hereby
consents to the execution of that certain Fifth Amendment to Credit Agreement to
be entered into by and among the Company, the Lenders, and the Agent dated as of
even date herewith (the "Fifth Amendment").  Further, the Guarantor acknowledges
that while it may be the present practice of the Agent in the past to obtain the
undersigned's  consent  to any  amendment  to or  waiver of any of the terms and
conditions  of the  Agreement,  the Agent shall not be required to continue  any
such practice in the future, and any such discontinuance  shall not be construed
as a waiver of the Agent's rights, in its discretion,  to enter into any further
amendments  to or grant any  waivers of any of the terms and  conditions  of the
Agreement  without the consent of the undersigned,  and that the Agent's failure
to request or obtain the consent of the  undersigned  to any such  amendment  or
waiver shall not affect the liability of the  undersigned to the Lenders and the
Agent under the Guaranty Agreement.


     IN WITNESS  WHEREOF,  the  undersigned  have signed this  Reaffirmation  of
Guaranty Agreement as of the 4th day of May, 2001.


                              ---------------------------------------


                              By: /s/ Jennifer A. Holihen
                                  ----------------------------------------------
                                  Jennifer A. Holihen, -----------------------




STATE OF INDIANA   )
                   )  SS:
COUNTY OF MARION   )

     Before  me,  a  Notary  Public  in and  for the  above  County  and  State,
personally appeared Jennifer A. Holihen, the Chief Financial Officer, Treasurer,
and Secretary of Crossmann  Communities,  Inc., an Indiana  corporation,  who as
such officer  acknowledged  the  execution  of the  foregoing  Reaffirmation  of
Guaranty  Agreement  for and on behalf of the said  corporation  this 4th day of
May, 2001.


                                       Signature: /s/ Kathy S. Whitlow
                                       -----------------------------------------

                                       Printed: Kathy S. Whitlow
                                       -----------------------------------------
                                                     Notary Public


My Commission Expires:     10/28/07
                        ---------------

My County of Residence:    Johnson
                        ---------------