Securities and Exchange Commission
                            Washington D.C.  20549

                                  FORM 10-Q

[  X  ]    Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange  Act  of  1934  For  the  Period  Ended  March  31,  1999.

[      ]  Transition Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange  Act  of  1934  For  the  Transition  Period From -_______________ to
________________.

Commission  file  number    0-22562

<TABLE>

<CAPTION>

     CROSSMANN  COMMUNITIES,  INC.



<S>                                       <C>

INDIANA                                                    35-1880120
----------------------------------------  ---------------------------
 (State of incorporation)                 (I.R.S. Identification No.)
  9202 NORTH MERIDIAN STREET
INDIANAPOLIS, IN                                                46260
----------------------------------------  ---------------------------
(Address of principal executive offices)                   (Zip Code)
(317) 843-9514
----------------------------------------                             
 (Telephone number)
</TABLE>



Indicate  by check mark whether the registrant (1) has filed all documents and
reports  required  to  be  filed  by  Section  13  or 15 (d) of the Securities
ExchangeAct  of  1934  during  the  preceding  12  months (or for such shorter
periods  that  the  registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days:  Yes   X  No




     There were 11,557,284  Common shares outstanding as of May 13, 1999.





<PAGE>
                         CROSSMANN COMMUNITIES, INC.
                                  FORM 10-Q

                                    INDEX

Part  I.  Financial  Information.

     Item  1.          Financial  Statements.

Consolidated  balance sheets as of March 31, 1999 (unaudited) and December 31,
1998.

Consolidated unaudited statements of income for the three months ended  March 
31,  1999  and  1998.

Consolidated  unaudited  statements  of  cash flows for the three months ended
March  31,  1999  and  1998.

Notes  to  consolidated  unaudited  financial  statements for the three months
ended  March  31,  1999  and  1998.

     Item  2.      Management's Discussion and Analysis of Financial Condition
and  Results  of  Operations.


Part  II.  Other  Information

     Item  1.          Legal  Proceedings.

     Item  2.          Changes  in  Securities.

     Item  3.          Defaults  upon  Senior  Securities.

     Item  4.          Submission  of  Matters  to a Vote of Security Holders.

     Item  5.          Other  Information.

     Item  6.          Exhibits  and  Reports  on  Form  8-K.


Signatures.


<PAGE>
                       PART I.  FINANCIAL INFORMATION.

ITEM  1.    FINANCIAL  STATEMENTS


<TABLE>

<CAPTION>

                          CROSSMANN COMMUNITIES, INC.
                                AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS




<S>                                         <C>               <C>

                                            MARCH 31, 1999    DECEMBER 31, 1998
                                            ----------------  ------------------
                                                 (UNAUDITED)
                                            ----------------                    
ASSETS
  Cash and cash equivalents                 $      1,138,958  $       18,011,456
  Retainages                                       1,926,771           1,115,617
  Real estate inventories                        232,014,970         214,197,844
  Furniture and equipment, net                     3,991,899           3,964,369
  Investments in joint ventures                   18,385,801          17,720,878
  Goodwill, net                                   15,191,407          15,395,896
  Other assets                                    14,020,536          13,387,755
                                            ----------------  ------------------
Total assets                                $    286,670,342  $      283,793,815
                                            ================  ==================


LIABILITIES AND SHAREHOLDERS' EQUITY
  Accounts payable                          $     12,075,320  $       20,734,383
  Accrued expenses and other liabilities          10,127,346          11,555,789
  Notes payable                                  110,152,666         101,222,955
                                            ----------------  ------------------
Total liabilities                                132,355,332         133,513,127

Commitments and contingencies

Shareholders' equity:
  Common shares                                   65,154,710          65,154,710
  Retained earnings                               89,160,300          85,125,978
                                            ----------------  ------------------
Total shareholders' equity                       154,315,010         150,280,688
                                            ----------------  ------------------
Total liabilities and shareholders' equity  $    286,670,342  $      283,793,815
                                            ================  ==================
<FN>

See  accompanying  notes.
</TABLE>






<TABLE>

<CAPTION>

                         CROSSMANN COMMUNITIES, INC.
                               AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)


     THREE  MONTHS  ENDED  MARCH  31,


<S>                                   <C>           <C>

                                             1999          1998 
                                      ------------  ------------

Sales of residential real estate      $90,416,073   $56,323,242 
Cost of residential real estate sold   72,316,290    44,527,551 
                                      ------------  ------------
Gross profit                           18,099,783    11,795,691 

Selling, general and
 administrative                        11,466,305     7,858,452 
                                      ------------  ------------
Income from operations                  6,633,478     3,937,239 

Other income, net                         566,266       518,712 
Interest expense                         (475,600)     (216,117)
                                      ------------  ------------
                                           90,666       302,595 
                                      ------------  ------------

Income before income taxes              6,724,144     4,239,834 
Income taxes                            2,689,822     1,690,633 
                                      ------------  ------------
Net income                            $ 4,034,322   $ 2,549,201 
                                      ============  ============

Weighted average number of
 common shares outstanding:
  Basic                                11,543,781    11,118,066 
                                      ============  ============
  Diluted                              11,773,206    11,348,131 
                                      ============  ============
Net income per common share:
  Basic                               $       .35   $       .23 
                                      ============  ============
 Diluted                              $       .34   $       .22 
                                      ============  ============
<FN>

See  accompanying  notes.
</TABLE>




<TABLE>

<CAPTION>

                                              CROSSMANN COMMUNITIES, INC.
                                                    AND SUBSIDIARIES

                                   CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


<S>                                               <C>                                 <C>

                                                  THREE MONTHS ENDED SEPTEMBER 30,    THREE MONTHS ENDED SEPTEMBER 30,
                                                  ----------------------------------  ----------------------------------




                                                  ENDED MARCH 31,                     ENDED MARCH 31,
                                                  ----------------------------------  ----------------------------------
                                                                               1999                                1998 
                                                  ----------------------------------  ----------------------------------
OPERATING ACTIVITIES:
------------------------------------------------                                                                        
Net Income                                        $                       4,034,322   $                       2,549,201 
------------------------------------------------  ----------------------------------  ----------------------------------
Adjustments to reconcile net income to net cash
------------------------------------------------                                                                        
  flows from operating activities:
------------------------------------------------                                                                        
    Depreciation                                                            226,861                             129,796 
------------------------------------------------  ----------------------------------  ----------------------------------
    Amortization                                                            191,817                              57,506 
------------------------------------------------  ----------------------------------  ----------------------------------
    Cash provided (used) by changes in:
------------------------------------------------                                                                        
      Retainages                                                           (811,154)                           (540,076)
------------------------------------------------  ----------------------------------  ----------------------------------
      Real estate inventories                                           (17,817,126)                        (10,310,110)
------------------------------------------------  ----------------------------------  ----------------------------------
      Other assets                                                         (620,109)                           (377,611)
------------------------------------------------  ----------------------------------  ----------------------------------
      Accounts payable                                                   (8,659,063)                         (5,887,594)
------------------------------------------------  ----------------------------------  ----------------------------------
      Accrued expenses and other liabilities                             (1,428,443)                           (523,752)
------------------------------------------------  ----------------------------------  ----------------------------------
Net cash flows from operating activities                                (24,882,895)                        (14,902,640)
------------------------------------------------  ----------------------------------  ----------------------------------

INVESTING ACTIVITIES:
------------------------------------------------                                                                        
Purchases of furniture and equipment                                       (254,391)                           (175,174)
------------------------------------------------  ----------------------------------  ----------------------------------
Investments in joint ventures                                              (664,923)                            (52,387)
------------------------------------------------  ----------------------------------  ----------------------------------
Net cash used by investing activities                                      (919,314)                           (227,561)
------------------------------------------------  ----------------------------------  ----------------------------------

FINANCING ACTIVITIES:
------------------------------------------------                                                                        
Proceeds from bank borrowing                                             51,782,000                          41,855,000 
------------------------------------------------  ----------------------------------  ----------------------------------
Principal payments on bank borrowing                                    (42,187,000)                        (29,300,000)
------------------------------------------------  ----------------------------------  ----------------------------------
Payments on notes and long-term debt                                       (665,289)                            (45,081)
------------------------------------------------  ----------------------------------  ----------------------------------
Proceeds from sale of common shares                                             -0-                             177,619 
------------------------------------------------  ----------------------------------  ----------------------------------
Net cash provided by financing activities                                 8,929,711                          12,687,538 
------------------------------------------------  ----------------------------------  ----------------------------------

Net decrease in cash and cash equivalents                               (16,872,498)                         (2,442,663)
------------------------------------------------  ----------------------------------  ----------------------------------
Cash and cash equivalents at beginning of period                         18,011,456                           5,526,138 
------------------------------------------------  ----------------------------------  ----------------------------------
Cash and cash equivalents at end of period        $                       1,138,958   $                       3,083,475 
------------------------------------------------  ----------------------------------  ----------------------------------

<FN>

See  accompanying  notes.
</TABLE>







CROSSMANN  COMMUNITIES,  INC.  AND  SUBSIDIARIES
Notes  to  Unaudited  Consolidated  Financial  Statements


Basis  of  Presentation
      Crossmann Communities, Inc. ("Crossmann" or the "Company") is engaged
primarily  in  the  development,  construction,  marketing  and  sale  of  new
single-family homes for first time and first move-up buyers.  The Company also
acquires  and  develops  land  for  construction  of such homes and originates
mortgage  loans  for  the  buyers.   The Company operates in Indianapolis, Ft.
Wayne  and  Lafayette,  Indiana;  Cincinnati,  Columbus  and  Dayton,  Ohio;  
Louisville  and  Lexington,  Kentucky;    Memphis  and  Nashville,  Tennessee;
Charlotte,  North  Carolina;  and  Myrtle  Beach,  South  Carolina.

The  accompanying  unaudited  consolidated  financial  statements  have been
prepared  in  accordance with the instructions to Form 10-Q and  Article 10 of
Regulation  S-X.  Accordingly, the unaudited consolidated financial statements
do  not  include  all  of  the information and footnotes required by generally
accepted  accounting  principles  for  complete  financial statements.  In the
opinion  of  the  Company,  all  adjustments  (consisting  of normal recurring
accruals)  considered  necessary  to present fairly the consolidated financial
statements  have  been  included.

ITEM  2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS  OF  OPERATIONS.

The  Company's business and the homebuilding industry in general are subject
to  changes  in economic conditions, including, but not limited to, employment
levels,  interest rates, the availability of credit, and consumer confidence. 
The    Company's  success over the past several years has been influenced by a
variety  of  factors  including favorable economic conditions in its principal
markets,  the  availability of capital for expansion, and low interest rates. 
To  the  extent  these  conditions  do  not  continue, the Company's operating
results  may  be  adversely  affected.

The  Company's  business is subject to weather-related seasonal factors that
can  affect  quarter-to-quarter  results  of  operations.  The number of sales
contracts  signed tends to be higher during the first four months of the year,
creating  a  backlog that declines during the second half of the year.  A home
is  included  in "backlog" upon execution of a sales contract by the customer,
and  sales  and cost of sales are recognized when the title is transferred and
the  home  is delivered to the buyer at "closing."  Adverse weather conditions
during  the  first  and  second  quarters  of  the  year usually restrict site
development  work,  and  construction  limitations  generally  result in fewer
closings  during  this period.   Results of operation during the first half of
the  year  also  may reflect increased costs associated with adverse weather.

THREE  MONTHS  ENDED MARCH 31, 1999 COMPARED TO THE THREE MONTHS ENDED MARCH
31,  1998.

Results  of  Operation
Sales  for  the  three  months  ended March 31, 1999 increased approximately
$34.1 million, or 60.5%, over the same period in 1998.  This increase reflects
more  homes closed, 773 homes in 1999 as compared to 479 in 1998.   Management
attributes  the  increase  in  closings  in part to stronger operations in its
established markets and in part to the contribution of closings from its newly
acquired  operations.   Of the 294 additional closings, 167, or 57%, were from
established  operations;  127  or  43%,  were  from  Myrtle  Beach, Charlotte,
Nashville,  and  the  new  division  in  Memphis.   Selling prices were lower 
$116,968  per  home for the period in 1999 as compared to $117,585 in 1998 due
to  the  mix  of closings from  various markets.  The average selling price in
Myrtle Beach is approximately $97,900, the lowest of Crossmann's markets.  The
Myrtle Beach operation was acquired in May of 1998 and contributed no closings
in  the  first  quarter  of  that  year.
Gross profit increased approximately $6.3 million for the three months ended
March  31,  1999,  over  the  same  period the year before.  Gross profit as a
percentage of sales decreased from 20.9 in 1998 to 20.0% in 1999.  This change
was  due  principally  to  higher  capitalized field costs incurred to achieve
volume  in  newer  markets,  and  to  costs  associated  with  harsher  winter
conditions  in  some  of  the  Company's  markets  compared  to  1998.

Selling,  general  and administrative expenses increased $3.6 million during
the three months ended March 31, 1999 compared to the same period in 1998, due
in part to sale commissions on the higher sales and increased overhead related
to  the  Company's  new markets.  Selling, general and administrative expenses
decreased  as  a  percentage  of  sales  to 12.7% in 1999 from 14.0% in 1998.

Other  income  decreased  $211,929 for the three months ended March 31, 1999
compared  to  the  same  period  the year before principally because of higher
interest expense.  Trinity Homes LLC, ("Trinity") a homebuilding joint venture
in  Indianapolis  contributed  income to Crossmann of approximately $176,600.

Income  before    income  taxes  for  the  three months ended March 31, 1999
increased  $2.5 million,  from approximately $4.2 million in 1998 to more than
$6.7  million  in 1999, an increase of 58.6%. This increase is due principally
to  increased  sales  volume  with  stable selling, general and administrative
expenses.  Income  before income taxes as a percentage of sales decreased to
7.4%  of  sales  in  1999  compared  to  7.5%  in  1998.

Net  income  was  approximately $1.5 million higher for the first quarter of
1999  than  for  the  first  quarter  of  1998,  an  increase  of 58.3%.  As a
percentage  of  sales,  net  income  was constant at 4.5% of sales in 1998 and
1999.

Backlog
The  Company generally builds only upon the execution of a sales contract by
a  customer and after approval of financing, although it also builds a limited
number  of  homes  on  speculation.    The standard sales contract used by the
Company provides for an earnest money deposit of $1,000.  The contract usually
includes  a termination provision under which the earnest money is refunded in
the  event  that mortgage financing is not available on terms specified in the
contract,  and  may include other contingencies.  Cancellations by buyers with
approved  financing  occur  infrequently.

Sales backlog at March 31, 1999 was 2,750 with an aggregate sales value of
approximately  $296.7 million, compared to 1,759 homes with an aggregate sales
value  of  approximately  $190.8  million  at  March  31, 1998, an increase of
approximately  56.3%.   This increase reflects a higher year-end backlog 1,744
at  December  31,  1998  compared  to 1,080 at December 31, 1997  and stronger
sales  in  the  first  quarter  of  1999  1,779 contracts written in the first
quarter  of  1999  compared to 1,158 in 1998, an increase of 53.6%.   Half the
increase in orders came from the Company's established markets; half came from
Myrtle  Beach,  Charlotte,  Nashville  and  the  newly  acquired  division  in
Memphis.

Changes  in  Financial  Position
Income  from  operations  and new borrowings on the line of credit were used
primarily  to  finance  real estate inventories, which increased approximately
$17.8  million  or  8.3% from their December 31, 1998 level.  The expansion in
inventory during the first quarter is a normal seasonal trend.  Winter weather
slows  closings  but  does  not prevent work on houses under construction from
continuing;  therefore,  investment  in  inventory  grows.

Retainages increased $811,154 in the first quarter, or 72.7%.  This increase
is  also  seasonal.    Mortgage companies retain escrows for the completion of
exterior  landscape  items.    As weather permits, yards will be completed and
retainages  will  be  released  to  the  Company  during  the second and third
quarters  of  the  year.

Notes  payable increased approximately $8.9 million during the first quarter
of  1999  as  the  line  of  credit  was  used  to  finance  inventories.

Year  2000  System  Requirements
         Crossmann's management believes that the Company's core selling and
construction  operations  are  largely  unautomated  and  would  continue
uninterrupted  even in the event of Year 2000 problems.  As for accounting and
administration,  the  Company's software is largely not date-dependent.  Dates
are  carried  for  informational  purposes  and  are  not  generally  used  in
computations.

The manufacturer of the computer on which Crossmann's central accounting and
management  information  systems  resides  has certified that its hardware and
operating system software are Year 2000 compliant.  The Company's applications
software  has  been tested in the course of normal maintenance.  The Company's
programmers  have  identified those few instances where dates are compared and
have  initiated  corrections to handle the date change properly. Equipment and
software  peripheral  to  Crossmann's central system are being tested for Year
2000  compliance.    Any  replacements or upgrades required are expected to be
complete  by  mid-1999.

The cost and timing of upgrades to hardware and software corrections are not
deemed  to  be  materially  different  than  normally  scheduled  upgrades.

Management's  contingency plans, which are intended to enable the Company to
continue  to  operate  normally,  include performing some procedures manually,
changing  suppliers,  if  necessary,  and  repairing  or obtaining replacement
systems.

Capital  Resources  and  Liquidity
To  finance  inventory  expansion during the first quarter, the Company  had
drawn  funds on its senior bank line of credit in the amount of $43,486,000 at
March 31, 1999.  On April 1, 1999, Crossmann amended its credit agreement with
Bank  One,  Indiana, NA, to increase the line from $60 million to $80 million,
to  reduce  its  interest rate, to streamline its covenants, and to extend the
maturity  of  the  line  to  March  31, 2002.  The Company also added four new
participating  banks to the credit facility, in reaction to the merger of Bank
One  and  First  Chicago/NBD, the previous participant in the line of credit.

The  Company  also  has $16.7 million in senior notes, maturing in 2004 with
interest  payable  quarterly  at 7.625%, and$50.0 million in notes issued in
June  of  1998,  payable  over  10  years at 7.75%, payable quarterly.  Annual
principal  reductions  of $8,333,334 for the $50 million note issue begin June
11,  2003.

Both the note agreements and the bank line of credit require compliance with
certain financial and operating covenants and place certain limitations on the
Company's  investments  in  land and unconsolidated joint ventures.  They also
limit  payments  of  cash  dividends  by  the  Company.

The Company's financing needs depend on land acquisition, inventory turnover
and  sales volume.  Historically, the Company has financed operations with the
retention  of earnings and borrowings from financial institutions.  Management
believes  future  financing  needs  will  be  funded  by  internally generated
capital, funds available under the existing credit arrangement, and additional
financing  to  be  negotiated.


FUTURE  TRENDS

Crossmann's  record  high  backlog  of  2,750  sales  at the end of March will
require  a  very  high  level  of  production during the balance of the year. 
Currently  some  builders  are experiencing nationwide shortages of insulation
and drywall for new construction and delays in delivery.  Crossmann is working
to  ensure  adequate  supply  so  that  its construction schedules will not be
interrupted;  however, there can be no guarantee that Crossmann's vendors will
have  access  to  sufficient materials to keep pace with management's intended
schedule.   The Company may incur additional costs or experience delays during
the  balance  of  1999.




                         PART II.  OTHER INFORMATION

The  following items for which provision is made in the applicable regulations
of  the  Securities and Exchange Commission are not required under the related
explanations  or  are  inapplicable  and  therefore  have  been  omitted:

Item  1.    Legal  Proceedings.
Item  2.    Changes  in  Securities.
Item  3.    Defaults  Upon  Senior  Securities.
Item  4.    Submissions  of  Matters  to  a  Vote  of  Security  Holders.
Item  5.    Other  Information.
Item  6.    Exhibits  and  Reports  on  Form  8-K.

<TABLE>

<CAPTION>

a)  Exhibits


<S>      <C>

Exhibit
Number   Description of Exhibit
3.1      Amended and restated Articles of Incorporation of Crossmann Communities, Inc.
         (Incorporated by reference to Exhibit 3.1 to Form S-1 Registration Statement No.33-
                                                                                      68396.)
3.2      Bylaws of Crossmann Communities, Inc. (Incorporated by reference to Exhibit 3.2
         to Form S-1 Registration Statement No. 33-68396.)
4.1      Specimen Share Certificate for Common Shares.  (Incorporated by reference to
         Exhibit 2.9 to Form S-1 Registration Statement No. 33-68396.)
10.10    1993 Outside Director Stock Option Plan.  (Incorporated by reference to Exhibit
         10.2 to Form S-1 Registration Statement No. 33-68396.)
10.11    1993 Employee Stock Option Plan.  (As amended as of May 22, 1996.)
10.12    Note Agreement dated as of December 19, 1995, $25,000,000 7.625% Senior Notes
         due December 9, 2004, by Crossmann Communities, Inc., et al. (Incorporated by
         reference to Exhibit 10.37 to From 10-K dated March 18, 1996.)
10.13    7.625% Senior Note due December 19, 2004, issued to Combined Insurance
         Company by Crossmann Communities, Inc., et al.  (Incorporated by reference to
         Exhibit 10.38 to Form 10-K dated March 18, 1996.)
10.14    7.625% Senior Note due December 19, 2004, issued to Minnesota Mutual Life
         Insurance company by Crossmann Communities, Inc., et al.  (Incorporated by
         reference to Exhibit 10.39 to Form 10-K dated March 18, 1996.)
10.15    Form of 7.75% Senior Note due June 11, 2008, issued to various insurance
         companies and Note Agreement dated as of June 11, 1998, $50,000,000 7.75%
         Senior Notes due June 11, 2008, by Crossmann Communities, Inc. et al.
         (Incorporated by reference to Exhibits 10.45 and 10.46 to Form 10-Q dated August
                                                                                   14, 1998.)
10.16    Credit Agreement, dated April 1, 1999 by and between Crossmann Communities,
         Inc. and Bank One, Indiana, NA, et. al.
19.1     Lease by and between Pinnacle Properties LLC ("Landlord") and Crossmann
         Communities, Inc. ("Tenant"), 9202 North Meridian Street, Suite 300, Indianapolis,
         Indiana 46260, executed April 18, 1994.  (Incorporated by reference to Exhibit 19.1
         to Form 10-Q dated August 12, 1994.)
21.2     Amended subsidiaries of the registrant, dated March 28, 1996.  (Incorporated by
         reference to Exhibit 21.2 to Form 10-Q dated August 13, 1996.)
27.1     Financial Data Schedule for the quarter ended March 31, 1999.
</TABLE>



(b)  Reports  on  Form  8-K.
     No  Reports  on  Form  8-K  were  filed during the quarter for which this
report  is  filed.












                                  SIGNATURES


     Pursuant  to  the  requirements of Sections 13 or 15(d) of the Securities
and  Exchange  Act  of  1934, the registrant has duly caused this report to be
signed  on  its  behalf  by  the  undersigned,  thereunto  duly  authorized.






CROSSMANN  COMMUNITIES,  INC.


/s/  Jennifer  A.  Holihen
Jennifer  A.  Holihen
Director,  Chief  Financial  Officer;
Treasurer;  Secretary;
(Principal  Financial  and  Accounting  Officer)





Dated:    May  13,  1999



EXHIBIT  10.16








                               CREDIT AGREEMENT

                                    AMONG

                         CROSSMANN COMMUNITIES, INC.

                                     AND

                            BANK ONE, INDIANA, NA
                                 (AS "AGENT")

                       AND THE LENDERS PARTIES THERETO


                                 DATED AS OF

                                APRIL 1, 1999














     TABLE  OF  CONTENTS


CREDIT  AGREEMENT          Page  1

Article  I.          DEFINITIONS          Page  1

Article  II.          THE  REVOLVING  LOAN          Page  15
2.1          The  Revolving  Loan          Page  15
          2.2          Required  Payments;  Termination          Page  15
          2.3          Ratable  Loans          Page  15
          2.4          Types  of  Advances          Page  16
          2.5       Unused Fee; Reductions in Aggregate Commitment     Page 16
          2.6          Minimum  Amount  of  Each  Advance          Page  16
          2.7          Optional  Principal  Payments          Page  16
          2.8          Method  of  Selecting  Types  and  Interest Periods for
                    New  Advances          Page  16
          2.9     Conversion and Continuation of Outstanding Advances     Page
17
          2.10          Changes  in  Interest  Rate,  etc.          Page  18
          2.11          Rates  Applicable  After  Default          Page  18
          2.12          Method  of  Payment          Page  18
          2.13       Note-less Agreement; Evidence of Indebtedness     Page 19
          2.14          Telephonic  Notices          Page  20
          2.15      Interest Payment Dates; Interest and Fee Basis     Page 20
          2.16          Notification  of Advances, Interest Rates, Prepayments
                    and  Commitment  Reduction          Page  20
          2.17          Lending  Installations          Page  20
          2.18          Non-Receipt  of  Funds  by  the  Agent         Page 21
          2.19          Extension  of  Facility  Termination  Date     Page 21
          2.20          The  Letter  of  Credit  Subfacility          Page  21
               2.20.1          Certain  Provisions  Relating  to  Bank  One
                         as  Issuing  Bank          Page  22
                    (a)          Administration          Page  22
                    (b)     Indemnification of Bank One by Lenders     Page 22
          2.21     Participation of Lenders in Letters of Credit Risk     Page
23
               2.21.1     Payment by Lenders of Account of Unreimbursed Draws 
   Page  23
               2.21.2  Recision          Page  23
          2.22          Obligations  Absolute          Page  24
          2.23          Swing  Line  Loan          Page  24
          2.24          Borrowings  to  Repay  Swing  Line  Loan       Page 25
          2.25          Payments  of Principal/Several Obligations     Page 26
          2.26          Increase  of  Aggregate  Commitment          Page  26

                                      i

Article  III.          YIELD  PROTECTION;  TAXES          Page  27
3.1          Yield  Protection          Page  27
3.2          Changes  in  Capital  Adequacy  Regulations          Page  28
3.3          Availability  of  Types  of  Advances          Page  28
3.4          Funding  Indemnification          Page  28
3.5          Lenders  Statements;  Survival  of  Indemnity          Page  28
          3.6          Taxes          Page  29

     Article  IV.          CONDITIONS  PRECEDENT          Page  31
4.1          Initial  Advance          Page  31
4.2          Each  Advance          Page  39
          4.3          Documents  Required  for  the  Addition of an Entity as
                    a  Current  Subsidiary          Page  40

Article  V.          REPRESENTATIONS  AND  WARRANTIES          Page  41
5.1          Existence  and  Standing          Page  41
5.2          Authorization  and  Validity          Page  41
5.3          No  Conflict;  Government  Consent          Page  41
5.4          Financial  Statements          Page  42
          5.5          Material  Adverse  Change          Page  42
          5.6          Taxes          Page  42
          5.7          Litigation  and  Contingent  Obligations        Page 42
          5.8          Subsidiaries          Page  42
          5.9          ERISA          Page  43
          5.10          Accuracy  of  Information          Page  43
          5.11          Regulation  U          Page  43
          5.12          Material  Agreements          Page  43
          5.13          Compliance  with  Laws          Page  43
          5.14          Ownership  of  Properties          Page  43
          5.15          Plan  Assets;  Prohibited  Transactions        Page 43
          5.16          Environmental  Matters          Page  44
          5.17          Investment  Company  Act          Page  44
          5.18          Public  Utility  Holding  Company  Act         Page 44
          5.19          Year  2000          Page  44
          5.20          Subordinated  Indebtedness          Page  44
          5.21          Insurance          Page  44

Article  VI.          COVENANTS          Page  45
6.1          Financial  Reporting          Page  45
6.2          Use  of  Proceeds          Page  46
6.3          Conduct  of  Business          Page  46
6.4          Taxes          Page  47
6.5          Insurance          Page  47

                                      ii
6.6          Compliance  with  Laws          Page  47
6.7          Maintenance  of  Properties          Page  47
6.8          Inspection          Page  47
6.9          Restricted  Payments          Page  47
6.10          Debt          Page  48
6.11          Loans  or  Advances  and  Investments          Page  49
          6.12          Liens          Page  50
          6.13          Guaranties          Page  52
          6.14          Mergers,  Consolidations,  Sales,  Acquisition  or
                    Formation  of  Subsidiaries          Page  52
          6.15          Judgments          Page  52
          6.16          Year  2000          Page  53
          6.17          Affiliates          Page  53
          6.18          Financial  Covenants          Page  53
               6.18.1                Current  Ratio          Page  53
     6.18.2                Consolidated  Tangible  Net  Worth          Page 53
     6.18.3        Ratio  of  Total  Debt  to Total Capitalization     Page 53
     6.18.4                Fixed  Charge  Coverage  Ratio          Page  53
     6.18.5                Ratio  of  Consolidated  Land  to  Consolidated
                         Tangible  Net  Worth          Page  54
               6.18.6            Ratio of Total Debt to the Borrowing Base    
Page  54
          6.19          Hazardous  Substances          Page  54

Article  VII.          DEFAULTS          Page  54

Article  VIII.          ACCELERATION,  WAIVERS,  AMENDMENTS  AND
                    REMEDIES          Page  56
8.1          Acceleration          Page  56
8.2          Amendments          Page  56
8.3          Preservation  of  Rights          Page  57

Article  IX.          GENERAL  PROVISIONS          Page  57
9.1          Survival  of  Representations          Page  58
9.2          Governmental  Regulation          Page  58
9.3          Headings          Page  58
9.4          Entire  Agreement          Page  58
9.5          Several  Obligations;  Benefits  of  this  Agreement      Page 58
9.6          Expenses;  Indemnification          Page  58
9.7          Numbers  of  Documents          Page  59
9.8          Accounting          Page  59
9.9          Severability  of  Provisions          Page  59
9.10          Non-liability  of  Lenders          Page  59


                                     iii
9.11          Confidentiality          Page  59
9.12          Non-reliance          Page  60

     Article  X.          THE  AGENT          Page  60
10.1          Appointment;  Nature  of  Relationship          Page  60
10.2          Powers          Page  60
10.3          General  Immunity          Page  61
10.4          No  Responsibility  for  Loans,  Recitals,  etc          Page 61
10.5          Action  on  Instructions  of  Lenders          Page  61
10.6          Employment  of  Agents  and  Counsel          Page  61
10.7          Reliance  on  Documents;  Counsel          Page  62
10.8          Agent's  Reimbursement  and  Indemnification          Page  62
10.9          Notice  of  Default          Page  62
10.10          Rights  as  a  Lender          Page  62
10.11          Lender  Credit  Decision          Page  63
10.12          Successor  Agent          Page  63
10.13          Agents'  Fee          Page  64
          10.14          Delegation  to  Affiliates          Page  64

Article  XI.          SETOFF;  RATABLE  PAYMENTS          Page  64
          11.1          Setoff          Page  64
11.2          Ratable  Payments          Page  64

Article  XII.          BENEFIT  OF  AGREEMENT;  ASSIGNMENTS;
                    PARTICIPATIONS          Page  64
     12.1          Successors  and  Assigns          Page  65
12.2          Participations          Page  65
               12.2.1          Permitted  Participants;  Effect        Page 65
     12.2.2          Voting  Rights          Page  65
     12.2.3          Benefit  of  Setoff          Page  66
12.3          Assignments          Page  66
               12.3.1          Permitted  Assignments          Page  66
     12.3.2          Effect;  Effective  Date          Page  66
12.4          Dissemination  of  Information          Page  67
12.5          Tax  Treatment          Page  67

Article  XIII.          NOTICES          Page  67
     13.1          Notices          Page  67
13.2          Change  of  Address          Page  67

Article  XIV.          COUNTERPARTS          Page  68



                                      iv

Article  XV.          CHOICE  OF  LAW;  CONSENT  TO  JURISDICTION
                    WAIVER  OF  JURY  TRIAL          Page  68
15.1          Choice  of  Law          Page  68
15.2          Consent  to  Jurisdiction          Page  68
15.3          Waiver  of  Jury  Trial          Page  68


Exhibit  "A"                    -                    Borrowing  Notice

Exhibit  "B"                    -                    Promissory  Note

Exhibit "C"          -          Application for Swing Line Loan and Compliance
Certificate

Exhibit  "D"                    -                    Swing  Loan  Note

Exhibit  "E"                    -                    Guaranty  Agreement

Exhibit  "F"                    -                    Compliance  Certificate

Exhibit  "G"                    -                    Current Subsidiary Letter

Exhibit  "H"                    -                    Assignment  Agreement

Schedule  5.7                    -                    Litigation

Schedule  5.8                    -                    Subsidiaries

Schedule  6.10          -                    Debt

Schedule  6.11          -                    Loans,  Advances,  Investments

Schedule  6.12          -                    Liens

Schedule  6.13          -                    Guaranties









                                      v
mskdoc\crossmann\restated\credit.4  -
                                   CREDIT AGREEMENT


     This  Agreement,  dated  as  of  April  1,  1999,  is  among  CROSSMANN
COMMUNITIES,  INC.,  an Indiana corporation (the "Borrower"),  the Lenders and
BANK ONE, INDIANA, NA, a national banking association, as Agent (the "Agent").


                             W I T N E S S E T H:


     WHEREAS, Bank One, Indiana, NA, formerly known as Bank One, Indianapolis,
National Association, a national banking association with its principal office
in  Indianapolis,  Indiana  ("Prior  Bank")  and  the Borrower entered into an
Amended and Restated Credit Agreement dated December 21, 1995, as subsequently
amended  (collectively,  the  "Prior  Agreement").  The Borrower and the Prior
Bank  now  wish  to  enter  into  a  new  agreement  providing  for the direct
participation  of  the  Lenders  from time to time parties hereto, and for the
Prior  Bank  to  act  as  the  initial  Agent.


     NOW,  THEREFORE, the Prior Bank and the Borrower hereby amend and restate
the  Prior  Agreement  in  its  entirety  as  follows:


                                  ARTICLE I

                                DEFINITIONS

     As  used  in  this  Agreement:

     "Acquisition"  means  any  transaction,  or  any  series  of  related
transactions, consummated on or after the date of this Agreement, by which the
Borrower  or any of its Subsidiaries (i) acquires any going business or all or
substantially  all of the assets of any firm, corporation or limited liability
company,  or  division  thereof, whether through purchase of assets, merger or
otherwise  or  (ii)  directly or indirectly acquires (in one transaction or as
the  most  recent transaction in a series of transactions) at least a majority
(in  number  of  votes) of the securities of a corporation which have ordinary
voting  power for the election of directors (other than securities having such
power  only  by  reason  of  the happening of a contingency) or a majority (by
percentage  or  voting  power)  of  the  outstanding ownership  interests of a
partnership  or  limited  liability  company.

     "Advance"  means  an  advance  of proceeds of the (i) Revolving Loan, (a)
made  by the Lenders on the same Borrowing Date, or (b) converted or continued
by  the  Lenders,  consisting,  in either case, of the aggregate amount of the
several Advances of the same Type and, in the case of Eurodollar Advances, for
the same Interest Period, or (ii) Swing Line Loan made by Bank One pursuant to
Section  2.22.

     "Affiliate"  of  any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person.  A Person
shall  be  deemed to control another Person if the controlling Person owns 20%
or  more  of  any class of voting securities (or other ownership interests) of
the  controlled  Person  or  possesses,  directly  or indirectly, the power to
direct  or cause the direction of the management or policies of the controlled
Person,  whether  through  ownership  of  stock,  by  contract  or  otherwise.

     "Agent"  means  Bank  One,  Indiana,  NA  in  its capacity as contractual
representative of the Lenders pursuant to Article X, and not in its individual
capacity as a Lender, and any successor Agent appointed pursuant to Article X.

     "Aggregate  Commitment" means the aggregate of the Commitments of all the
Lenders,  as  reduced  or  reinstated  from time to time pursuant to the terms
hereof.

     "Agreement" means this Credit Agreement, as it may be amended or modified
from  time  to  time.

     "Agreement  Accounting  Principles"  means  generally accepted accounting
principles as in effect from time to time, applied in a manner consistent with
that  used  in  preparing the financial statements referred to in Section 5.4.

     "Alternate  Base  Rate"  means, for any day, a rate of interest per annum
equal to the higher of (i) the Prime Rate for such day, or (ii) the sum of the
Federal  Funds  Effective  Rate  for  such  day  plus  1/2%  per  annum.

     "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:

                                                Applicable  Spread
Ratio of Total Debt to Total Capitalization         Alternate Base Rate  
 Eurodollar  Base  Rate

     Less than .33:1.00                        -50 b.p.              +130 b.p.

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

     Greater  than .50:1.00                      0 b.p.              +160 b.p.
     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 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.

     "Application  for  Swing  Line Loan" is used as defined in Section  2.23.

     "Authorized  Officer" means any of the Chief Executive Officer, the Chief
Operating  Officer,  or  the  Chief  Financial Officer of the Borrower, acting
singly,  or  any other officer whose authority to perform acts to be performed
only  by  an Authorized Officer under the terms of this Agreement as evidenced
to  the Agent by a certified copy of an appropriate resolution of the Board of
Directors  of  the  Borrower.

     "Bank One" means Bank One, Indiana, NA in its individual capacity and its
successors.

     "Borrower" means Crossmann Communities, Inc., an Indiana corporation, and
its  successors  and  assigns.

     "Borrowing  Base"  means  for  the Borrower and the Current Subsidiaries,
determined  on  a  consolidated  basis, an amount equal to the sum of: (i) one
hundred  percent  (100%) of cash and  Cash Equivalent Investments; (ii) eighty
percent  (80%)  of the lesser of the net book value or current market value of
inventory  of  speculative  homes  and  model  homes  completed  or  under
construction,  and winter foundations, on land which the Borrower or a Current
Subsidiary  owns  and with respect to which neither the Borrower nor a Current
Subsidiary  has  a  contract with a third party to build a house; (iii) ninety
percent  (90%)  of the lesser of the net book value or current market value of
inventory of residential housing completed or under construction on land which
the  Borrower  or  a  Current  Subsidiary owns and has a contract with a third
party to build a house; (iv) sixty-five percent (65%) of the lesser of the net
book  value  or  current market value of Land Held for Future Development; (v)
sixty-five percent (65%) of the lesser of the net book value or current market
value  of  Land  Under  Development  and  Developed Lots; and (vi) ninety-five
percent  (95%)  of receivables held in escrow; (provided that, notwithstanding
the  foregoing, in no event shall the sum of the amounts attributable to items
(iv)  and  (v) above exceed the sum of the amounts attributable to items (i) ,
(ii),  (iii),  and  (vi)).
     "Borrowing  Base  Certificate" means a certificate of the Borrower signed
by  an appropriate officer indicating the amount of the Borrowing Base as of a
stated  date  and  in  such  form  and  showing  such  detail as the Agent may
reasonably  require.

     "Borrowing Date" means a date on which an Advance is made hereunder, or a
date  on  which  a  Letter  of  Credit  is  issued  hereunder.

     "Borrowing  Notice"  is  defined  in  Section  2.8.

     "Business  Day"  means (i) with respect to any borrowing, payment or rate
selection  of  Eurodollar Advances, a day (other than a Saturday or Sunday) on
which  banks  generally  are  open  in  Indianapolis,  Indiana , New York, and
London,  England  for  the  conduct  of  substantially all of their commercial
lending  activities and on which dealings in United States dollars are carried
on  in  the  London  interbank  market, and (ii) for all other purposes, a day
(other  than  a  Saturday  or  Sunday)  on  which  banks generally are open in
Indianapolis, Indiana for the conduct of substantially all of their commercial
lending  activities.

     "Capital  Expenditures"  means, without duplication, any expenditures for
any  purchase or other acquisition of any asset which would be classified as a
fixed or capital asset on a consolidated balance sheet of the Borrower and its
Subsidiaries  prepared  in  accordance  with  Agreement  Accounting Principles
excluding  (i) the cost of assets acquired with Capitalized Lease Obligations,
(ii)  expenditures of insurance proceeds to rebuild or replace any asset after
a  casualty  loss  and  (iii) leasehold improvement expenditures for which the
Borrower  or  a  Subsidiary  is  reimbursed  promptly  by  the  lessor.

     "Capitalized  Lease"  of  a  Person  means  any lease of Property by such
Person  as lessee which would be capitalized on a balance sheet of such Person
prepared  in  accordance  with  Agreement  Accounting  Principles.

     "Capitalized  Lease  Obligations"  of  a  Person  means the amount of the
obligations  of such Person under Capitalized Leases which would be shown as a
liability  on  a  balance  sheet  of  such  Person prepared in accordance with
Agreement  Accounting  Principles.

     "Cash  Equivalent  Investments"  means  (i) short-term obligations of, or
fully guaranteed by, the United States of America, (ii) commercial paper rated
A-1  or  better  by  S&P  or  P-1  or  better by Moody's, (iii) demand deposit
accounts  maintained in the ordinary course of business, and (iv) certificates
of deposit issued by and time deposits with commercial banks (whether domestic
or  foreign) having capital and surplus in excess of $100,000,000; provided in
each  case  that  the same provides for payment of both principal and interest
(and  not  principal  alone  or  interest  alone)  and  is  not subject to any
contingency  regarding  the  payment  of  principal  or  interest.

     "Code"  means  the Internal Revenue Code of 1986, as amended, reformed or
otherwise  modified  from  time  to  time.

     "Commitment"  means,  for  each  Lender, the obligation of such Lender to
make  Loans not exceeding the amount set forth opposite its signature below or
as  set  forth in any Notice of Assignment relating to any assignment that has
become  effective  pursuant  to Section 12.3.2, as such amount may be modified
from  time  to  time  pursuant  to  the  terms  hereof.

     "Consolidated  Capital Expenditures" means, with reference to any period,
the  Capital Expenditures of the Borrower and its Subsidiaries calculated on a
consolidated  basis  for  such  period.

     "Consolidated  Current Assets" means, as of the date of the determination
thereof,  the  sum  of  (i)  cash  and  Cash  Equivalents  Investments,  (ii)
retainages,  and (iii) real estate inventories of the Borrower and the Current
Subsidiaries,  and  (iv)  all  other  assets  of  the Borrower and the Current
Subsidiaries  which would, in accordance with Agreement Accounting Principles,
be  classified  as  current  assets, all determined on a consolidated basis in
accordance  with  Agreement  Accounting  Principles.

     "Consolidated  Current  Liabilities"  means,  as  of  the  date  of  the
determination thereof, all current liabilities of the Borrower and the Current
Subsidiaries,  determined on a consolidated basis in accordance with Agreement
Accounting  Principles,  including,  to  the  extent  otherwise  not  included
therein,  the principal amount outstanding under the Revolving Loan, the Swing
Line  Loan,  and  the  total  amount  of  all  Letters  of  Credit  issued and
outstanding.

     "Consolidated  EBITDA"  means  with reference to any period, Consolidated
Net  Income  plus,  to  the  extent  deducted  from  revenues  in  determining
Consolidated  Net  Income, (i) Consolidated Interest Expense, (ii) expense for
taxes  paid  or  accrued,  (iii)  depreciation,  (iv)  amortization  and  (v)
extraordinary  losses  incurred other than in the ordinary course of business,
minus,  to the extent included in Consolidated Net Income, extraordinary gains
realized other than in the ordinary course of business, all calculated for the
Borrower  and  its  Subsidiaries  on  a  consolidated  basis.

     "Consolidated  Interest Expense" means, with reference to any period, the
interest  expense  of  the  Borrower  and  its  Subsidiaries  calculated  on a
consolidated  basis  for  such  period.

     "Consolidated  Land"  means, as of the date of the determination thereof,
the  sum  of  Land Under Development, Developed Lots, and Land Held for Future
Development  of  the  Borrower  and  the  Current Subsidiaries determined on a
consolidated  basis  in  accordance  with  Agreement  Accounting  Principles.

     "Consolidated  Net  Income" means (i) for any fiscal year, the net income
(or loss) of the Borrower and the Current Subsidiaries for such fiscal year as
determined  on  a  consolidated  basis in accordance with Agreement Accounting
Principles certified by the Borrower's independent public accountants and (ii)
for  any  fiscal  quarter  (other  than the last fiscal quarter in each fiscal
year),  the  net income (or loss) of the Borrower and the Current Subsidiaries
for  such  fiscal  quarter as determined on a consolidated basis in accordance
with  Agreement  Accounting  Principles  certified  by an authorized financial
officer  of  the  Borrower,  subject  to  changes  resulting  from  year-end
adjustments.

     "Consolidated  Tangible  Net  Worth"  means  ,  as  of  the  date  of the
determination  the  consolidated stockholders' 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.

     "Contingent  Obligation"  of a Person means any agreement, undertaking or
arrangement  by  which such Person assumes, guarantees, endorses, contingently
agrees  to  purchase or provide funds for the payment of, or otherwise becomes
or  is  contingently  liable  upon,  the  obligation or liability of any other
Person,  or  agrees  to  maintain  the  net  worth or working capital or other
financial  condition of any other Person, or otherwise assures any creditor of
such  other  Person  against  loss, including, without limitation, any comfort
letter,  operating  agreement,  take-or-pay contract or the obligations of any
such  Person  as  general  partner  of  a  partnership  with  respect  to  the
liabilities  of  the  partnership.

     "Controlled  Group"  means  all  members  of  a  controlled  group  of
corporations  or other business entities and all trades or businesses (whether
or not incorporated) under common control which, together with the Borrower or
any of its Subsidiaries, are treated as a single employer under Section 414 of
the  Code.

     "Conversion/Continuation  Notice"  is  defined  in  Section  2.9.

     "Crossmann  Partnership"  means  Crossmann  Communities  Partnership,  an
Indiana  general  partnership.

     "Current  Subsidiary"  means  Deluxe Homes, Inc., an Indiana corporation,
Trimark  Homes,  Inc.,  an  Indiana corporation, Trimark Development, Inc., an
Indiana  corporation, Deluxe Homes of Lafayette, Inc., an Indiana corporation,
Crossmann  Partnership,  Merit Realty, Inc., an Indiana corporation, Crossmann
Communities  of  Ohio, Inc. (formerly known as Deluxe Homes of Ohio, Inc.), an
Ohio  corporation,  Crossmann  Mortgage  Corporation,  an Indiana corporation,
Deluxe  Aviation, Inc., an Indiana corporation, Cutter Homes, Ltd., a Kentucky
corporation,  Crossmann  Communities  of  Tennessee,  LLC, a Tennessee limited
liability  company,  Crossmann  Investments,  Inc.,  an  Indiana  corporation,
Crossmann  Communities  of North Carolina, Inc., a North Carolina corporation,
Pendleton  Pike  Associates, Inc., an Indiana corporation, Pinehurst Builders,
LLC, a South Carolina limited liability company, Beach Vacations, LLC, a South
Carolina  limited  liability  company,  Crossmann Management, Inc., an Indiana
corporation,  and  each  entity  hereafter  becoming  a  Current Subsidiary in
accordance  with  the  procedures  set forth in Section 4.3 of this Agreement.

     "Developed  Lots" shall mean as of the date of any determination thereof,
land  owned  by  the Borrower and its Current Subsidiaries which satisfies the
requirements  for  the  issuance  of  a  building  permit,  but  on  which  no
construction  has  been  commenced  and  in  any  event shall include, without
duplication,  all  items  recorded  in  the  account  "Developed  Lots" on the
Borrower's  most  recent  consolidated  financial  statements.

     "Default"  means  an  event  described  in  Article  VII.

     "Environmental  Laws" means any applicable laws (including duties imposed
by common law), rules, regulations, orders, ordinances, judgments, and decrees
of all governmental authorities relating to the environment, including but not
limited  to  the  Comprehensive  Environmental  Response,  Compensation,  and
Liability  Act  of  1980,  as  amended ("CERCLA") (42 U.S.C. Sections 9601, et
seq.),  the  Hazardous  Materials  Transportation  Act,  as amended (49 U.S.C.
Section  1801,  et  seq.), the Federal Water Pollution Control Act, as amended
(33  U.S.C.  Sections 1251, et seq.), the Clean Air Act, as amended (42 U.S.C.
Sections  7401,  et  seq.),  the  Toxic Substances Control Act, as amended (15
U.S.C.  Sections  2601,  et  seq.), the Clean Water Act, as amended (33 U.S.C.
Sections  1241, et seq.), and similar state and local laws and any regulations
issued  in  connection  with  the  foregoing.

     "ERISA"  means  the  Employee  Retirement Income Security Act of 1974, as
amended  from  time  to  time,  and  any rule or regulation issued thereunder.

     "Eurodollar Advance" means an Advance which, except as otherwise provided
in  Section  2.11,  bears  interest  at  the  applicable  Eurodollar  Rate.

     "Eurodollar  Base  Rate"  means, with respect to a Eurodollar Advance for
the relevant Interest Period, the applicable London interbank offered rate for
deposits  in  U.S. dollars appearing on Dow Jones Markets (Telerate) Page 3750
as  of  11:00  a.m.  (London time) two Business Days prior to the first day of
such  Interest  Period,  and  having a maturity equal to such Interest Period,
provided  that, if Dow Jones Markets (Telerate) Page 3750 is not available for
any  reason,  the  applicable  Eurodollar  Base Rate for the relevant Interest
Period  shall  instead  be  the  applicable  London interbank offered rate for
deposits  in  U.S.  dollars  appearing on Reuters Screen FRBD as of 11:00 a.m.
(London  time)  two  Business  Days  prior  to  the first day of such Interest
Period,  and  having  a  maturity  equal  to  such  Interest  Period.

     "Eurodollar  Loan"  means  a  Loan which, except as otherwise provided in
Section  2.11,  bears  interest  at  the  applicable  Eurodollar  Rate.

     "Eurodollar  Rate"  means,  with  respect to a Eurodollar Advance for the
relevant  Interest  Period,  the sum of (i) the quotient of (a) the Eurodollar
Base  Rate  applicable  to  such Interest Period, divided by (b) one minus the
Reserve  Requirement  (expressed  as  a  decimal)  applicable to such Interest
Period, plus (ii) the Applicable Spread.  The Eurodollar Rate shall be rounded
to  the next higher multiple of 1/16 of 1% if the rate is not such a multiple.

     "Excluded  Taxes" means, in the case of each Lender or applicable Lending
Installation and the Agent, taxes imposed on its overall net income, franchise
taxes,  and  similar  taxes  (including  alternative  taxes and gross receipts
taxes)  imposed  on  it,  by (i) the jurisdiction under the laws of which such
Lender  or  the Agent is incorporated or organized or (ii) the jurisdiction in
which the Agent's or such Lender's principal executive office or such Lender's
applicable  Lending  Installation  is  located.

     "Extension  Date"  is  defined  in  Section  2.19.

     "Extension  Request"  is  defined  in  Section  2.19.

     "Facility  Termination Date" means March 31, 2002, or any earlier date on
which  the  Aggregate  Commitment  is  reduced to zero or otherwise terminated
pursuant  to  the  terms  hereof.

     "Federal  Funds  Effective Rate" means, for any day, an interest rate per
annum  equal  to  the weighted average of the rates on overnight Federal funds
transactions  with  members  of the Federal Reserve System arranged by Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business  Day,  for  the  immediately  preceding  Business Day) by the Federal
Reserve  Bank  of  New  York, or, if such rate is not so published for any day
which  is a Business Day, the average of the quotations at approximately 10:00
a.m.  (Chicago  time)  on  such day on such transactions received by the Agent
from  three Federal funds brokers of recognized standing selected by the Agent
in  its  sole  discretion.

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

     "Floating  Rate"  means,  for  any day, a rate per annum equal to (i) the
Alternate Base Rate for such day plus (ii) the Applicable Spread, in each case
changing  when  and  as  the  Alternate  Base  Rate  changes.

     "Floating  Rate  Advance"  means  an  Advance  which, except as otherwise
provided  in  Section  2.11,  bears  interest  at  the  Floating  Rate.

     "Floating  Rate Loan" means a Loan which, except as otherwise provided in
Section  2.11,  bears  interest  at  the  Floating  Rate.

     "Guarantor"  means  each  Current  Subsidiary,  and  its  successors  and
assigns.

     "Guaranty"  means  each  of the Guaranty Agreements dated as of even date
herewith,  executed by the respective Guarantor in favor of the Agent, for the
ratable  benefit  of  the  Lenders,  as each may be amended or modified and in
effect  from  time  to  time,  and  in  the  plural means all of such Guaranty
Agreements.

     "Hazardous Substance" means any hazardous or toxic substance regulated by
any  Environmental  Laws,  or  by  any  federal,  state, or local governmental
agencies  having jurisdiction over the control of any such substance including
but  not  limited  to  the  United  States  Environmental  Protection  Agency.

     "Indebtedness"  of  a  Person  means  such  Person's  (i) obligations for
borrowed  money,  (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, and (ix) 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 or six 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 or six months
thereafter,  provided,  however,  that  if  there  is  no  such  numerically
corresponding  day in such next, second, third or sixth succeeding month, such
Interest Period shall end on the last Business Day of such next, second, third
or sixth 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.

     "Investment"  of a Person means any loan, advance (other than commission,
travel  and  similar  advances  to officers and employees made in the ordinary
course  of  business),  extension  of  credit  (other than accounts receivable
arising in the ordinary course of business on terms customary in the trade) or
contribution  of  capital  by  such  Person;  stocks,  bonds,  mutual  funds,
partnership  interests,  notes,  debentures  or other securities owned by such
Person;  any deposit accounts and certificate of deposit owned by such Person;
and  structured  notes,  derivative  financial  instruments  and other similar
instruments  or  contracts  owned  by    such  Person.

     "Land  Held  for  Future  Development"  shall mean, as of the date of any
determination thereof, land owned by the Borrower and the Current Subsidiaries
and with respect to which the Borrower or a Current Subsidiary has not entered
into any contract for the construction of sewers, streets, water or utilities,
and,  in  any event, shall include, without duplication, all items recorded in
the  account  "Land Held for Future Development" on the Borrower's most recent
consolidated  financial  statements.

     "Land  Under Development" shall mean, as of the date of any determination
thereof,  land  owned  by  the  Borrower and the Current Subsidiaries and with
respect  to  which  the  Borrower  or  a Current Subsidiary has entered into a
contract  for the construction of sewers, streets, water or utilities, and, in
any  event,  shall  include  without  duplication,  all  items recorded in the
account  "Land  Under  Development" on the Borrower's most recent consolidated
financial  statements.

     "Lenders" means the lending institutions listed on the signature pages of
this  Agreement  and  their  respective  successors  and  assigns.

     "Lending  Installation" means, with respect to a Lender or the Agent, the
office,  branch, subsidiary or affiliate of such Lender or the Agent listed on
the  signature  pages hereof or otherwise selected by such Lender or the Agent
pursuant  to  Section  2.17.

     "Letter  of  Credit"  is  used  as  defined  in  Section  2.20.

     "Lien"  means any lien (statutory or other), security interest, mortgage,
pledge,  hypothecation,  assignment,  deposit  arrangement,  encumbrance  or
preference,  priority  or other security agreement or preferential arrangement
of  any kind or nature whatsoever (including, without limitation, the interest
of  a  vendor or lessor under any conditional sale, Capitalized Lease or other
title  retention  agreement).

     "Loan"  means,  with  respect  to  a  Lender,  such  Lender's loan of the
proceeds of the Revolving Loan made pursuant to Article II, and any conversion
or  continuation  thereof.

     "Loan  Documents"  means  this  Agreement,  the  Notes issued pursuant to
Section  2.13,  the  Guaranties,  all Reimbursement Agreements, the Swing Line
Note,  and  any  other  instrument  or document which evidences or secures the
Revolving  Loan  or which expresses an agreement as to terms applicable to the
Revolving  Loan.

     "Material  Adverse  Effect"  means  a  material adverse effect on (i) the
business,  Property,  condition  (financial  or  otherwise),  or  results  of
operations  of  the  Borrower  and its Subsidiaries taken as a whole, (ii) the
ability  of  the Borrower to perform its obligations under the Loan Documents,
or  (iii)  the  validity or enforceability of any of the Loan Documents or the
rights  or  remedies  of  the  Agent  or  the  Lenders  thereunder.

     "Moody's"  means  Moody's  Investors  Service,  Inc.

     "Multi-Employer  Plan"  means  a Plan maintained pursuant to a collective
bargaining  agreement  or  any  other arrangement to which the Borrower or any
member  of  the Controlled Group is a party to which more than one employer is
obligated  to  make  contributions.

     "Note"  means  any  promissory  note  issued  at  the request of a Lender
pursuant  to  Section  2.13  in  the  form  of  Exhibit  "B."

     "Notice  of  Assignment"  is  defined  in  Section  12.3.2.
     "Obligations"  means  all  unpaid  principal  of  and  accrued and unpaid
interest  on the Revolving Loan, all accrued and unpaid fees and all expenses,
reimbursements,  indemnities  and  other  obligations  of  the Borrower to the
Lenders  or  to any Lender, to Bank One with respect to the Letters of Credit 
and  the Swing Line Loan, the Agent or any indemnified party arising under the
Loan  Documents.

     "Operating  Lease"  of a Person means any lease of Property (other than a
Capitalized  Lease)  by  such  Person  as  lessee  which  has an original term
(including  any  required renewals and any renewals effective at the option of
the  lessor)  of  one  year  or  more.

     "Operating Lease Obligations" means, as at any date of determination, the
amount  obtained  by aggregating the present values, determined in the case of
each  particular  Operating  Lease by applying a discount rate (which discount
rate  shall  equal  the  discount  rate which would be applied under Agreement
Accounting  Principles  if such Operating Lease were a Capitalized Lease) from
the  date  on which each fixed lease payment is due under such Operating Lease
to  such  date  of  determination,  of  all fixed lease payments due under all
Operating  Leases  of  the  Borrower  and  its  Subsidiaries.

     "Other  Taxes"  is  defined  in  Section    3.6(ii).

     "Participants"  is  defined  in  Section  12.2.1.

     "Payment  Date"  means  the  last  Business  Day  of each calendar month.

     "PBGC"  means  the Pension Benefit Guaranty Corporation, or any successor
thereto.

     "Person"  means  any  natural  person,  corporation, firm, joint venture,
partnership,  limited  liability  company,  association,  enterprise, trust or
other  entity  or  organization, or any government or political subdivision or
any  agency,  department  or  instrumentality  thereof.

     "Plan"  means  an employee pension benefit plan which is covered by Title
IV  of  ERISA or subject to the minimum funding standards under Section 412 of
the  Code  as  to which the Borrower or any member of the Controlled Group may
have  any  liability.

     "Prime  Rate"  means      a variable per annum interest rate equal at all
times  to the rate of interest established and quoted by Bank One as its Prime
Rate,  such  rate  to  change  contemporaneously  with  each  change  in  such
established  and  quoted  rate; provided, that it is understood that the Prime
Rate  shall not necessarily be representative of the rate of interest actually
charged  by  Bank  One  on  any  loan  or  class  of  loans.

     "Property"  of  a  Person  means  any  and  all  property,  whether real,
personal,  tangible,  intangible,  or  mixed,  of such Person, or other assets
owned,  leased  or  operated  by  such  Person.

     "Purchasers"  is  defined  in  Section  12.3.1.
     "Regulation  D"  means  Regulation  D  of  the  Board of Governors of the
Federal  Reserve  System  as  from  time  to  time in effect and any successor
thereto  or  other  regulation  or  official  interpretation  of said Board of
Governors  relating  to reserve requirements applicable to member banks of the
Federal  Reserve  System.

     "Regulation  U"  means  Regulation  U  of  the  Board of Governors of the
Federal  Reserve  System  as  from time to time in effect and any successor or
other  regulation  or  official  interpretation  of  said  Board  of Governors
relating  to the extension of credit by banks for the purpose of purchasing or
carrying  margin  stocks  applicable  to  member  banks of the Federal Reserve
System.

     "Reimbursement  Agreement"  is  used  as  defined  in  Section  2.20.

     "Rentals"  of  a Person means the aggregate fixed amounts payable by such
Person  under  any  Operating  Lease.

     "Reportable Event" means a reportable event as defined in Section 4043 of
ERISA  and  the regulations issued under such section, with respect to a Plan,
excluding,  however, such events as to which the PBGC has by regulation waived
the requirement of Section 4043(a) of ERISA that it be notified within 30 days
of the occurrence of such event, provided, however, that a failure to meet the
minimum  funding  standard  of  Section  412 of the Code and of Section 302 of
ERISA  shall  be  a  Reportable  Event  regardless of the issuance of any such
waiver  of the notice requirement in accordance with either Section 4043(a) of
ERISA  or  Section  412(d)  of  the  Code.

     "Required  Lenders"  means  Lenders  in  the  aggregate  having  at least
sixty-six  and two-thirds percent (66-2/3%) of the Aggregate Commitment or, if
the Aggregate Commitment has been terminated, Lenders in the aggregate holding
at  least  sixty-six  and two-thirds percent (66-2/3%) of the aggregate unpaid
principal  amount  of  the  outstanding  Advances.    For purposes hereof, the
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.

     "Reserve  Requirement"  means,  with  respect  to an Interest Period, the
maximum  aggregate  reserve  requirement  (including  all basic, supplemental,
marginal  and  other  reserves)  which  is  imposed  under  Regulation  D  on
Eurocurrency  liabilities.

     "Revolving  Loan"  is  used  as  defined  in  Section  2.1.

     "S&P"  means  Standard  and  Poor's  Ratings  Services, a division of The
McGraw  Hill  Companies,  Inc.

     "Sale  and  Leaseback  Transaction"  means  any sale or other transfer of
Property  by  any  Person  with  the  intent to lease such Property as lessee.

     "Schedule"  refers  to  a  specific  schedule  to  this Agreement, unless
another  document  is  specifically  referenced.

     "Senior Notes" means the Senior Notes in the original principal amount of
$25,000,000.00  issued  pursuant  to a Note Agreement dated as of December 19,
1995, and the $50,000,000.00 7.75% Senior Notes issued in 1998 and due on June
11,  2008.

     "Single  Employer  Plan"  means  a Plan maintained by the Borrower or any
member  of the Controlled Group for employees of the Borrower or any member of
the  Controlled  Group.

     "Subordinated  Indebtedness"  of  a Person means any Indebtedness of such
Person  the  payment of which is subordinated to payment of the Obligations to
the  written  satisfaction  of  the  Required  Lenders.

     "Subsidiary"  of  a Person means (i) any corporation more than 50% of the
outstanding securities having ordinary voting power of which shall at the time
be  owned  or  controlled, directly or indirectly, by such Person or by one or
more  of  its  Subsidiaries  or  by  such  Person  and  one  or  more  of  its
Subsidiaries, or (ii) any partnership, limited liability company, association,
joint  venture or similar business organization more than 50% of the ownership
interests  having ordinary voting power of which shall at the time be so owned
or  controlled.  Unless otherwise expressly provided, all references herein to
a  "Subsidiary"  shall  include  a  Current  Subsidiary  of  the  Borrower.

     "Substantial Portion" means, with respect to the Property of the Borrower
and  its  Subsidiaries,  Property  which  (i)  represents more than 10% of the
consolidated  assets of the Borrower and its Subsidiaries as would be shown in
the  consolidated financial statements of the Borrower and its Subsidiaries as
at  the  beginning  of the  twelve-month period ending with the month in which
such  determination  is  made, or (ii) is responsible for more than 10% of the
consolidated  net  sales or of the consolidated net income of the Borrower and
its  Subsidiaries  as  reflected  in  the  financial statements referred to in
clause  (i)  above.

     "Swing  Line  Commitment"  is  defined  in  Section    2.23.

     "Swing  Line  Loan"  is  defined  in  Section    2.23.

     "Swing  Line  Note"  is  defined  in  Section    2.23.

     "Taxes"  means  any  and  all  present  or  future taxes, duties, levies,
imposts, deductions, charges or withholdings, and any and all liabilities with
respect  to  the  foregoing,  but  excluding  Excluded  Taxes.

     "Total  Assets"  means,  as of the date of the determination thereof, all
assets  of  the  Borrower  and  the  Current  Subsidiaries  less depreciation,
amortization  and other properly deductible valuation reserves determined on a
consolidated  basis  in  accordance  with  Agreement  Accounting  Principles.

     "Total  Capitalization"  means  at  any  time  the  sum of Total Debt and
Consolidated  Tangible  Net  Worth,  each  calculated  at  such  time.

     "Total  Debt"  means at any time the Indebtedness of the Borrower and its
Current  Subsidiaries  calculated  on  a  consolidated  basis as of such time.

     "Transferee"  is  defined  in  Section  12.4.

     "Type"  means, with respect to any Advance, its nature as a Floating Rate
Advance  or  a  Eurodollar  Advance.

     "Unfunded  Liabilities"  means  the  amount (if any) by which the present
value  of  all  vested and unvested accrued benefits under all Single Employer
Plans  exceeds the fair market value of all such Plan assets allocable to such
benefits,  all  determined  as of the then most recent valuation date for such
Plans  using PBGC actuarial assumptions for single employer plan terminations.

     "Unmatured Default" means an event which but for the lapse of time or the
giving  of  notice,  or  both,  would  constitute  a  Default.

     "Year  2000  Issues"  means anticipated costs, problems and uncertainties
associated  with the inability of certain computer applications to effectively
handle  data  including  dates on and after January 1, 2000, as such inability
affects  the  business, operations and financial condition of the Borrower and
its  Subsidiaries  and  of  the  Borrower's  and  its  Subsidiaries'  material
customers,  suppliers  and  vendors.

     The  foregoing  definitions  shall  be  equally  applicable  to  both the
singular  and  plural  forms  of  the  defined  terms.


                                  ARTICLE II

                             THE REVOLVING LOAN

     2.1.          The  Revolving Loan.  From and including the date of this
Agreement  and  prior  to the Facility Termination Date, each Lender severally
agrees, on the terms and conditions set forth in this Agreement, to make Loans
to the Borrower from time to time in amounts not to exceed in the aggregate at
any  one  time  outstanding  the  amount  of  its  Commitment  (all such loans
hereinafter  collectively referred to as the "Revolving Loan"); provided, that
in no event shall the sum of the aggregate outstanding principal amount of the
Revolving  Loan  plus  the  aggregate  available  amount  of  all  issued  and
outstanding  Letters  of Credit and the aggregate outstanding principal amount
of  the Swing Line Loan exceed the Aggregate Commitment, and in no event shall
Total Debt exceed the Borrowing Base.  Subject to the terms of this Agreement,
the  Borrower may borrow, repay and reborrow at any time prior to the Facility
Termination  Date.    The  Commitments  to  lend hereunder shall expire on the
Facility  Termination Date, provided, that the aggregate outstanding principal
amount  of  the  Revolving Loan does not at any time exceed the maximum amount
permitted  under  Sections  2.1  and  2.2, and provided that all conditions to
lending  stated  in  Section  4.2 of this Agreement have been fulfilled at the
time  of  each Advance.  Proceeds of the Revolving Loan shall be used only for
general  working  capital  purposes.

     2.2.       Required Payments; Termination.     Any outstanding Advances
and  all other unpaid Obligations shall be paid in full by the Borrower on the
Facility  Termination  Date.   At any time that the Total Debt of the Borrower
and  its Subsidiaries exceeds the Borrowing Base as determined on the basis of
the  most  recent  Borrowing  Base Certificate furnished by the Borrower or as
determined  by  the  Agent  or the Lenders upon an inspection of the books and
records  of the Borrower, the Borrower shall immediately repay that portion of
the Total Debt which is in excess of the Borrowing Base.  Such repayment shall
be  due  without  demand and in any event not later than thirty (30) days from
either  the effective date of the Borrowing Base Certificate or the date of an
audit  completed  by  the  Bank  on  which  such  determination  is  based, as
applicable.    Any  such  repayment of principal of the Revolving Loan will be
applied first to Advances which accrue interest at the Alternate Base Rate and
next  to  Advances  which  accrue  interest  at  the Eurodollar Rate or Rates.

     2.3.      Ratable Loans.  Each Advance hereunder shall consist of Loans
made  from  the  several Lenders ratably in proportion to the ratio that their
respective  Commitments  bear  to  the  Aggregate  Commitment.

     2.4.     Types of Advances.  The Advances may be Floating Rate Advances
or  Eurodollar Advances, or a combination thereof, selected by the Borrower in
accordance  with  Sections  2.8  and  2.9.

     2.5.      Unused Fee; Reductions in Aggregate Commitment.  The Borrower
agrees  to  pay  to  the Agent for the account of each Lender an unused fee of
one-fifth  percent  (1/5%)  per  annum  on  the  daily  unused portion of such
Lender's  Commitment  from  the  date  hereof  to  and  including the Facility
Termination  Date,  payable  on the last Business Day of each calendar quarter
hereafter  and on the Facility Termination Date.  The Borrower may permanently
reduce the Aggregate Commitment in whole, or in part ratably among the Lenders
in  a  minimum  amount  of  $5,000,000.00  and  in  integral  multiples  of
$1,000,000.00  in  excess  thereof,  upon  at not less than three (3) Business
Days' prior written notice to the Agent, which notice shall specify the amount
of  any  such  reduction;  provided, however, that the amount of the Aggregate
Commitment  may  not  be  reduced  below the aggregate principal amount of the
outstanding  Advances.   The Borrower may elect to reinstate the amount of the
Aggregate  Commitment  previously  reduced  pursuant  to this Section 2.5 upon
payment  of one-fifth percent (1/5%) of the reinstated amount of the Aggregate
Commitment  and at least three (3) Business Days' written notice to the Agent,
which  notice  shall  specify  the amount of any such reinstatement; provided,
however,  that  such  reinstated amount may not exceed the amount of any prior
reduction  in  the  Aggregate  Commitment,  and,  provided  further,  that  no
reinstatement  shall  occur  at  the time any Default or Unmatured Default has
occurred  and  is continuing.  All accrued unused fees shall be payable on the
effective  date  of  any  reduction  in the Aggregate Commitment made pursuant
hereto.   The unused fee shall be calculated on a 365 day basis and for actual
days  elapsed.

     2.6.     Minimum Amount of Each Advance.  Each Eurodollar Advance shall
be  in  the minimum amount of $1,000,000.00 and in multiples of $100,000.00 if
in  excess  thereof,  and  each  Floating Rate Advance shall be in the minimum
amount  of  $50,000.00  and  in  multiples of $10,000.00 if in excess thereof;
provided,  however, that any Floating Rate Advance may be in the amount of the
unused  Aggregate  Commitment.

     2.7.       Optional Principal Payments.  From time to time the Borrower
may  pay,  without penalty or premium, all outstanding Floating Rate Advances,
or  any  portion of the outstanding Floating Rate Advances in a minimum amount
of $10,000.00.  From time to time the Borrower may pay, subject to the payment
of  any  funding  indemnification  amounts required by Section 3.4 but without
penalty or premium, all outstanding Eurodollar Advances, or any portion of the
outstanding  Eurodollar  Advances  in  a minimum amount of $1,000,000.00, upon
three  (3)  Business  Days'  prior  notice  to  the  Agent.

     2.8.          Method  of  Selecting  Types  and Interest Periods for New
Advances.   The Borrower shall select the Type of Advance and, in the case of
each  Eurodollar  Advance, the Interest Period applicable thereto from time to
time.    The  Borrower shall give the Agent irrevocable notice  in the form of
Exhibit  "A"  attached hereto (a "Borrowing Notice"), unless otherwise given
as  provided  in Section 2.14 hereof, not later than 10:00 a.m. (Indianapolis,
Indiana  time)  on  the  Borrowing Date, which shall be a Business Day of each
Floating  Rate  Advance,  and not later than 10:00 a.m. (Indianapolis, Indiana
time)  three  (3)  Business Days before the Borrowing Date for each Eurodollar
Advance,  specifying:

     (i)         the Borrowing Date of such Advance, which shall be a Business
Day,

     (ii)          the  aggregate  amount  of  such  Advance,

     (iii)        the Type of Advance selected; provided that the Borrower may
have  no  more  than five (5) Eurodollar Advances outstanding at any one time,
and

     (iv)          in the case of each Eurodollar Advance, the Interest Period
applicable  thereto.

 The  Agent  shall  notify  each  Lender  promptly upon receipt of a Borrowing
Notice,  and in no event later than 12:00 noon (Indianapolis, Indiana time) on
the  Borrowing  Date  in the case of a Floating Rate Advance and no later than
12:00  noon Indianapolis, Indiana time at least two (2) Business Days prior to
the  Borrowing Date, in the case of a Eurodollar Advance of each such Lender's
amount  of  its Loan or Loans requested to be borrowed by the Borrower on such
day,  together  with  the Type of Advance selected by the Borrower, and in the
case  of each Eurodollar Advance, the Interest Period applicable thereto.  Not
later than 2:00 p.m. (Indianapolis, Indiana time) on each Borrowing Date, each
Lender  shall  make available its Loan or Loans in immediately available funds
in  Indianapolis,  Indiana  to  the Agent at its address specified pursuant to
Article  XIII.    The  Agent  will make the funds so received from the Lenders
available  to  the  Borrower  at  the  Agent's  aforesaid  address.

     2.9.     Conversion and Continuation of Outstanding Advances.  Floating
Rate  Advances  shall continue as Floating Rate Advances unless and until such
Floating Rate Advances are converted into Eurodollar Advances pursuant to this
Section  2.9  or  are  repaid in accordance with Section 2.7.  Each Eurodollar
Advance  shall  continue  as  a  Eurodollar  Advance until the end of the then
applicable  Interest  Period  therefor,  at which time such Eurodollar Advance
shall  be automatically converted into a Floating Rate Advance unless (x) such
Eurodollar  Advance is or was repaid in accordance with Section 2.7 or (y) the
Borrower  shall  have  given  the  Agent  a Conversion/Continuation Notice (as
defined  below)  requesting  that,  at  the  end of such Interest Period, such
Eurodollar  Advance  continue  as a Eurodollar Advance for the same or another
Interest  Period.  Subject to the terms of Section 2.6, the Borrower may elect
from time to time to convert all or any part of a Floating Rate Advance into a
Eurodollar  Advance.    The  Borrower  shall give the Agent irrevocable notice
(each  a  "Conversion/Continuation  Notice")  of each conversion of a Floating
Rate Advance into a Eurodollar Advance or continuation of a Eurodollar Advance
not  later  than  10:00  a.m.  (Indianapolis, Indiana time) at least three (3)
Business  Days  prior to the date of the requested conversion or continuation,
specifying:

     (i)          the requested date of such conversion or continuation, which
shall  be  a  Business  Day,

     (ii)          the aggregate amount and Type of the Advance which is to be
converted  or continued; provided that the Borrower may have no more than five
(5)  Eurodollar  Advances  outstanding  at  any  one  time,  and

     (iii)         the amount of such Advance which is to be converted into or
continued  as  a  Eurodollar  Advance  and the duration of the Interest Period
applicable  thereto.

     2.10.        Changes in Interest Rate, etc.  Each Floating Rate Advance
shall accrue interest on the outstanding principal amount thereof for each day
from and including the date such Advance is made or is automatically converted
from  a  Eurodollar  Advance  into a Floating Rate Advance pursuant to Section
2.9,  to  but  excluding the date it is paid or is converted into a Eurodollar
Advance  pursuant  to  Section  2.9  hereof,  at a rate per annum equal to the
Floating  Rate  for such day.  Changes in the rate of interest on that portion
of  any  Advance  maintained  as  a  Floating  Rate  Advance  will take effect
simultaneously  with  each change in the Alternate Base Rate.  Each Eurodollar
Advance  shall  bear interest on the outstanding principal amount thereof from
and  including the first day of the Interest Period applicable thereto to (but
not  including)  the  last  day  of  such Interest Period at the interest rate
determined  by  the  Agent as applicable to such Eurodollar Advance based upon
the  Borrower's  selections  under  Sections  2.8  and  2.9  and  otherwise in
accordance  with  the  terms  hereof.    No  Interest Period may end after the
Facility  Termination  Date.

     2.11.      Rates Applicable After Default.  Notwithstanding anything to
the  contrary  contained  in  Section  2.8 or 2.9, during the continuance of a
Default  or  Unmatured  Default  the Required Lenders may, at their option, by
notice  to  the  Borrower,  which  notice  may be revoked at the option of the
Required  Lenders  notwithstanding  any  provision  of  Section  8.2 requiring
unanimous consent of the Lenders to changes in interest rates, declare that no
Advance  may be made as, converted into or continued as a Eurodollar Advance. 
During the continuance of a Default the Required Lenders may, at their option,
by  notice  to  the Borrower, which notice may be revoked at the option of the
Required  Lenders  notwithstanding  any  provision  of  Section  8.2 requiring
unanimous  consent  of  the Lenders to changes in interest rates, declare that
(i)  each  Eurodollar  Advance  shall  bear  interest for the remainder of the
applicable  Interest  Period at the rate otherwise applicable to such Interest
Period  plus  two  percent  (2%) per annum and (ii) each Floating Rate Advance
shall  bear  interest at a rate per annum equal to the Floating Rate in effect
from  time  to time plus two percent (2%) per annum, provided that, during the
continuance  of  a  Default  under  Section 7.6 or 7.7, the interest rates set
forth  in  clauses  (i)  and  (ii)  above  shall be applicable to all Advances
without  any  election  or  action  on  the  part  of the Agent or any Lender.

     2.12.     Method of Payment.  All payments of the Obligations hereunder
shall  be  made,  without  setoff,  deduction, or counterclaim, in immediately
available  funds  to  the  Agent  at the Agent's address specified pursuant to
Article  XIII,  or at any other Lending Installation of the Agent specified in
writing  by  the  Agent  to the Borrower, by 12:00 noon (Indianapolis, Indiana
time) on the date when due and shall be applied ratably by the Agent among the
Lenders.    Each  payment delivered to the Agent for the account of any Lender
shall  be  delivered  promptly by the Agent to such Lender in the same type of
funds  that  the  Agent  received at its address specified pursuant to Article
XIII  or  at  any  Lending  Installation specified in a notice received by the
Agent  from  such  Lender,  and in no event later than 5:00 p.m. Indianapolis,
Indiana,  time on the date received by the Agent from the Borrower if received
by the Agent on or before 12:00 noon Indianapolis, Indiana time, and not later
than  12:00  noon  Indianapolis,  Indiana, time on the date following the date
such  payment  is  received  by the Agent from the Borrower if received by the
Agent  after  12:00  noon  Indianapolis,  Indiana time.  In the event that the
Agent  fails  to make any proper payment to a Lender pursuant to the terms and
provisions  hereof,  such amount shall accrue interest payable by the Agent to
such  Lender at the Federal Funds Effective Rate from the time such payment is
required to be made hereunder and until actually received by such Lender.  The
Agent  is  hereby  authorized to charge the account of the Borrower maintained
with  Bank  One for each payment of principal, interest and fees as it becomes
due  hereunder.

     2.13.          Note-less  Agreement;  Evidence  of  Indebtedness.

(i)        Each Lender shall maintain in accordance with its usual practice an
account or accounts evidencing the indebtedness of the Borrower to such Lender
resulting  from each Loan made by such Lender from time to time, including the
amounts of principal and interest payable and paid to such Lender from time to
time  hereunder.

     (ii)       The Agent shall also maintain accounts in which it will record
(a)  the amount of each Loan made hereunder, the Type thereof and the Interest
Period  with  respect thereto, (b) the amount of any principal or interest due
and  payable  or  to  become  due and payable from the Borrower to each Lender
hereunder  and  (c) the amount of any sum received by the Agent hereunder from
the  Borrower  and  each  Lender's  share  thereof.

     (iii)       The entries maintained in the accounts maintained pursuant to
paragraphs  (i)  and  (ii)  above  shall  be  prima  facie evidence of the
existence  and amounts of the Obligations therein recorded; provided, however,
that  the  failure of the Agent or any Lender to maintain such accounts or any
error therein shall not in any manner affect the obligation of the Borrower to
repay  the  Obligations  in  accordance  with  their  terms.

     (iv)          Any  Lender  may  request  that its Loans be evidenced by a
promissory  note  in the form of Exhibit "B" attached hereto (a "Note").  In
such  event,  the Borrower shall prepare, execute and deliver to such Lender a
Note  payable  to  the  order of such Lender in a form supplied by the Agent. 
Thereafter, the Loans evidenced by such Note and interest thereon shall at all
times (including after any assignment pursuant to Section 12.3) be represented
by  one  or  more Notes payable to the order of the payee named therein or any
assignee  pursuant  to Section 12.3, except to the extent that any such Lender
or  assignee  subsequently returns any such Note for cancellation and requests
that  such  Loans  once  again be evidenced as described in paragraphs (i) and
(ii)  above.

     2.14.          Telephonic  Notices.  The Borrower hereby authorizes the
Lenders  and  the  Agent  to  extend,  convert  or  continue  Advances, effect
selections  of  Types  of  Advances  and to transfer funds based on telephonic
notices made by any Authorized Officer, it being understood that the foregoing
authorization  is  specifically  intended  to  allow  Borrowing  Notices  and
Conversion/Continuation  Notices  to  be  given  telephonically.  The Borrower
agrees  to  deliver  promptly  and  by no later than 11:00 a.m. on the date of
borrowing to the Agent a written confirmation of each telephonic notice signed
by an Authorized Officer.  If the written confirmation differs in any material
respect from the action taken by the Agent and the Lenders, the records of the
Agent  and  the  Lenders  shall  govern  absent  manifest  error.

     2.15.         Interest Payment Dates; Interest and Fee Basis.  Interest
accrued  on  each Floating Rate Advance shall be payable on each Payment Date,
commencing  with  the  first  such date to occur after the date hereof, on any
date  on  which  the  Floating  Rate  Advance  is  prepaid,  whether  due  to
acceleration  or otherwise, and at maturity.  Interest accrued on that portion
of  the  outstanding  principal  amount of any Floating Rate Advance converted
into  a Eurodollar Advance on a day other than a Payment Date shall be payable
on  the date of conversion.  Interest accrued on each Eurodollar Advance shall
be  payable  on the last day of its applicable Interest Period, on any date on
which the Eurodollar Advance is prepaid, whether by acceleration or otherwise,
and  at  maturity.    Interest  accrued  on  each Eurodollar Advance having an
Interest Period longer than three months shall also be payable on the last day
of  each  three-month interval during such Interest Period.  Interest shall be
calculated  for  actual days elapsed on the basis of a 360-day year.  Interest
shall  be  payable  for  the day an Advance is made but not for the day of any
payment  on  the amount paid if payment is received prior to noon (local time)
at  the  place  of  payment.  If any payment of principal of or interest on an
Advance  shall  become  due on a day which is not a Business Day, such payment
shall  be  made  on  the  next  succeeding  Business Day and, in the case of a
principal  payment,  such  extension  of  time  shall be included in computing
interest  in  connection  with  such  payment.

     2.16.          Notification of Advances, Interest Rates, Prepayments and
Commitment  Reduction.  Promptly after receipt thereof, the Agent will notify
each  Lender  of  the  contents of each Aggregate Commitment reduction notice,
Aggregate  Commitment  reinstatement  notice,  Borrowing  Notice,
Conversion/Continuation Notice, and repayment notice received by it hereunder.
 The  Agent  will  notify  each Lender of the interest rate applicable to each
Eurodollar  Advance promptly upon determination of such interest rate and will
give  each  Lender  prompt  notice  of each change in the Alternate Base Rate.

     2.17.     Lending Installations.  Each Lender may book its Loans at any
Lending  Installation  selected  by  such  Lender  and  may change its Lending
Installation  from  time  to time.  All terms of this Agreement shall apply to
any  such  Lending  Installation  and the Loans and any Notes issued hereunder
shall  be  deemed  held  by  each  Lender  for the benefit of any such Lending
Installation.    Each  Lender  may,  by  written  notice  to the Agent and the
Borrower  in  accordance  with Article XIII, designate a replacement  Lending 
Installation through which Loans will be made by it and for whose account Loan
payments  are  to  be  made.

     2.18.      Non-Receipt of Funds by the Agent.  Unless the Borrower or a
Lender,  as  the case may be, notifies the Agent prior to the date on which it
is  scheduled to make payment to the Agent of (i) in the case of a Lender, the
proceeds  of  a  Loan  or  (ii)  in  the  case  of  the Borrower, a payment of
principal,  interest or fees to the Agent for the account of the Lenders, that
it  does  not  intend  to  make  such  payment, the Agent may assume that such
payment has been made.  The Agent may, but shall not be obligated to, make the
amount  of  such  payment available to the intended recipient in reliance upon
such  assumption.  If such Lender or the Borrower, as the case may be, has not
in  fact  made such payment to the Agent, the recipient of such payment shall,
on  demand  by  the  Agent,  repay  to  the Agent the amount so made available
together  with  interest  thereon  in  respect  of  each day during the period
commencing  on  the  date such amount was so made available by the Agent until
the  date  the  Agent recovers such amount at a rate per annum equal to (x) in
the case of payment by a Lender, the Federal Funds Effective Rate for such day
for  the first three days and, thereafter, the interest rate applicable to the
relevant Loan or (y) in the case of payment by the Borrower, the interest rate
applicable  to  the  relevant  Loan.

     2.19     Extension of Facility Termination Date.  At the request of the
Borrower  but at the sole discretion of all Lenders, the Agent and the Lenders
may  extend  the  Facility  Termination Date from time to time to such date or
dates  as  the  Lenders  and  the  Agent may elect by notice in writing to the
Borrower,  and  upon any such extension and upon the execution and delivery by
the  Borrower  of  Notes reflecting the extended Facility Termination Date and
such  other  documents, instruments, and agreements as the Agent or any Lender
may reasonably request, the date to which the Aggregate Commitment is extended
will  then  become  the  "Facility  Termination  Date"  for  purposes  of this
Agreement.

     2.20            The Letter of Credit Subfacility.  At any time that the
Borrower  is  entitled  to  an  Advance of the Loans, Bank One shall, upon the
application  of the Borrower, or the Borrower and Crossmann Partnership if the
context  so  requires,  issue  for  the  account  of the Borrower or Crossmann
Partnership,  as  applicable,  a  standby  letter of credit (each a "Letter of
Credit")  in  an amount not in excess of the maximum Advance that the Borrower
would then be entitled to obtain under the  Revolving Loan; provided, that (i)
the  total  amount  of  all Letters of Credit which are outstanding at any one
time, plus the aggregate amount of all unreimbursed drawings under all Letters
of  Credit  shall not exceed $5,000,000.00, (ii) the issuance of any Letter of
Credit  with  a  maturity  date  beyond the Facility Termination Date shall be
entirely  at  the  discretion  of    all of the Lenders, (iii) the form of the
requested Letter of Credit shall be satisfactory to Bank One in the reasonable
exercise  of Bank One's discretion, and (iv) the Borrower, or the Borrower and
Crossmann  Partnership,  as  the  context  so requires, shall have executed an
Application  and  Reimbursement  Agreement  for  the  Letter  of  Credit  (a
"Reimbursement  Agreement")  on Bank One's standard form.  While any Letter of
Credit is outstanding, the maximum amount of Advances which may be outstanding
under  the  Revolving Loan shall be reduced by the maximum available amount to
be  drawn  under  the  Letter  of  Credit.   The Borrower shall pay Bank One a
commission  for each Letter of Credit issued calculated as a percentage of the
maximum  amount  available to be drawn under the Letter of Credit in an amount
equal  to  one and one-half percent (1-1/2%) per annum calculated on the basis
of a 360 day year and the actual number of days in the period during which the
Letter  of Credit will be outstanding.  The Borrower shall also pay Bank One's
standard  transaction  fees  with  respect  to  any  transactions occurring on
account  of  any  Letter  of  Credit.    Commission shall be payable  when the
related  Letter of Credit is issued and thereafter quarterly in advance on the
first  Payment Date of each subsequent three (3) month period from the date of
issuance so long as such Letter of Credit is outstanding, and transaction fees
shall  be  payable  upon  completion  of  the transaction as to which they are
charged.    All such commissions and fees may be debited by Bank One  from any
deposit  account  of  the  Borrower  carried  with  Bank  One  without further
authority,  and,  in  any event, shall be paid by the Borrower within ten (10)
days  following  billing.

     2.20.1.    Certain  Provisions  Relating  to  Bank One as Issuing Bank.

     (a)         Administration.  Bank One may rely upon any notice or other
communication  of  any  nature  (written or oral, including but not limited to
telephone  conversations, whether or not such notice or other communication is
made in a manner permitted or required by this Agreement or any Loan Document)
purportedly  made  by or on behalf of the proper party or parties with respect
to  Letters  of  Credit,  and  Bank  One shall not have any duty to verify the
identity or authority of any Person giving such notice or other communication.
 Bank  One  may consult with legal counsel, independent public accountants and
any  other experts selected by it from time to time, and Bank One shall not be
liable for any action taken or omitted to be taken in good faith in accordance
with  advice  of  such  counsel,  accountants  or  experts.

     (b)         Indemnification of Bank One by Lenders.  Each Lender hereby
agrees  to  reimburse  and  indemnify  Bank  One and each of its employees and
agents (to the extent not reimbursed by the Borrower and without limitation of
the  obligations  of  the  Borrower  to  do  so), from and against any and all
amounts,  losses,  liabilities,  claims,  damages,  expenses,  obligations,
penalties,  action,  judgments,  suits,  costs or disbursements of any kind or
nature  (including,  without limitation, the fees and disbursements of counsel
for Bank One) in connection with any investigative, administrative or judicial
proceeding  commenced  or  threatened,  whether  or  not  Bank  One  shall  be
designated  a party thereto that may at any time be imposed on, incurred by or
asserted  against Bank One as issuer of the Letters of Credit, in its capacity
as  such,  as  a  result of, or arising out of, or in any way related to or by
reason  of, this Agreement, any other Loan Document, any transaction from time
to  time  contemplated hereby or thereby, or any transaction financed in whole
or  in  part  or  directly  or  indirectly  with the proceeds of any Letter of
Credit;  provided,  that  no  Lender  shall  be liable for any portion of such
amounts,  losses,  liabilities,  claims,  damages,  expenses,  obligations,
penalties,  actions,  judgments,  suits, costs of disbursements resulting from
the  gross  negligence  or  willful  misconduct  of  Bank  One  or  as finally
determined  by  a  court  of competent jurisdiction.  The Lenders hereby agree
that  Bank One shall administer the issuance and administration of the Letters
of  Credit  in accordance with its customary standards and practices and shall
be  indemnified  by  the  Lenders  for  so  doing.

     2.21.     Participation of Lenders in Letters of Credit Risk.  Upon the
issuance  by Bank One of each Letter of Credit pursuant to Section 2.20 above,
each Lender shall automatically be deemed to have acquired  an undivided pro
rata  interest in the reimbursement risk associated with each such Letter of
Credit  based on the relation the amount each Lender's Commitment bears to the
Aggregate  Commitment.  In consideration thereof, each such Lender (other than
Bank  One)  shall  also  receive its pro rata share of one and one-quarter
percent (1-1/4%) of the maximum available amount to be drawn under each Letter
of  Credit with Bank One retaining for its individual account a portion of the
commission  equal  to one-quarter (1/4%) of the maximum available amount to be
drawn  under  the  Letter  of  Credit  and also retaining all transaction fees
payable with respect to any transactions occurring on account of any Letter of
Credit.    In  the  event  that  Bank  One is not reimbursed promptly upon any
drawing  occurring  under  any  Letter  of  Credit for which Bank One has made
payment,  each  Lender  shall  reimburse  Bank  One  for  drawing  ratably  in
accordance  with  its  pro rata share of the reimbursement risk associated
therewith  pursuant  hereto.

     2.21.1.   Payment by Lenders on Account of Unreimbursed Draws.  If Bank
One  makes  payment  under  any Letter of Credit and is not reimbursed in full
therefore  on  such  payment date in accordance with Section 2.20 hereof, Bank
One  will promptly notify the Agent thereof (which notice may be by telephone)
and  the  Agent  shall  promptly  notify  each  Lender (which notice may be by
telephone  promptly  confirmed in writing) thereof.  No later than the Agent's
close of business on the date such notice is given, each such Lender shall pay
to  the  Agent  for  the account of Bank One in immediately available funds an
amount equal to such Lender's pro ratashare of the unreimbursed portion of
such  payment by Bank One.  If and to the extent that any Lender fails to make
such  payment  to  Bank One on such date, such Lender shall pay such amount on
demand  together  with interest while Bank One's own account for each day from
and  including  the  date  of  Bank One's payment to and including the date of
repayment to Bank One (before and after judgment) at a rate per annum for each
such  day  set  forth  in  Section  2.18.

     2.21.2.    Rescission. If any amount received by Bank One on account of
any  Letter  of Credit reimbursement obligation shall be avoided, rescinded or
otherwise  returned  or  paid  over  by  Bank  One for any reason at any time,
whether  before  or  after  the  termination  of  this  Agreement, or Bank One
believes  in  good faith that such avoidance, rescission, return or payment is
required,  whether  or  not such matter has been adjudicated, each Lender will
promptly upon notice from the Agent or Bank One, pay over to the Agent for the
account  of  Bank One its pro rata share of such amount, together with its
pro  rata share of any interest or penalties payable with respect thereto.

     2.22.          Obligations  Absolute.    The payment obligations of the
Borrower  and  of  the  Lenders  under  Sections  2.20  and  2.21  shall  be
unconditional  and  irrevocable  and shall be paid strictly in accordance with
the  terms  of  this  Agreement  under  all  circumstances,  including without
limitation  the  following:

     (i)         Any lack of validity or enforceability of this Agreement, any
Letter  of  Credit,  or  any  other  Loan  Document;

     (ii)          The existence of any claim, setoff, defense, or other right
which  the  Borrower  or  any  other  Person  may have at any time against any
beneficiary or transferee of any Letter of Credit (or any Persons for whom any
such  beneficiary  or transferee may be acting), Bank One as issuing bank, any
Lender,  or  any  other Person, whether in connection with this Agreement, the
transactions  contemplated  hereby  or  any  other  unrelated  transaction;

     (iii)          Any  draft,  certificate,  statement,  or  other  document
represented  under  any  Letter  of  Credit  proving to be forged, fraudulent,
invalid  or  insufficient in any respect or any statement therein being untrue
or  inaccurate  in  any  respect;

     (iv)          Payment  by  Bank  One  under  any Letter of Credit against
presentation of a draft or certificate which does not comply with the terms of
such  Letter of Credit, or payment by Bank One under a Letter of Credit in any
other  circumstances  in  which  conditions to payment are not met, except any
such  wrongful  payment  resulting solely from the gross negligence or willful
misconduct  of  Bank  One;  or

     (vi)      Any other event, condition or circumstance whatever, whether or
not  similar  to  any  of  the  foregoing.

The Borrower bears the risk of, and neither Bank One nor any of its directors,
officers, employees, or agents, nor any Lender, shall be liable or responsible
for  any of the foregoing matters, the use which may be made of the Letters of
Credit,  or  acts or omissions of the beneficiaries or any transferee thereof.

     2.23.          Swing  Line  Loan.   From and including the date of this
Agreement  and  until  the  Facility  Termination Date, in order to facilitate
Loans  and  repayments  of  Loans under the Revolving Loan, Bank One agrees to
make  Advances (collectively, the "Swing Line Loan") under a revolving line of
credit  from  time  to  time  to  the Borrower of amounts not exceeding in the
aggregate  at  any  time  outstanding  the  lesser  of  Ten  Million  Dollars
($10,000,000.00)  (the  "Swing  Line  Commitment")  or  the  remainder  of the
Aggregate  Commitment  minus the aggregate outstanding principal amount of the
Revolving  Loan  and  minus the amount of all issued Letters of Credit and the
amount  of  all  drawn  and  unreimbursed  amounts  of  all Letters of Credit;
provided  that  no Default or Unmatured Default has occurred and is continuing
at  the time of such borrowing.  In addition, upon the request of the Borrower
to  the  Agent  for  a  Floating Rate Advance not exceeding $2,500,000.00, the
Agent  may  request  Bank  One to make a Swing Line Loan in the amount of such
Advance  provided  that the making of such Advance does not exceed the maximum
available  amount  available  to  the  Borrower  under  the Swing Line Loan as
provided herein, and that no Default or Unmatured Default has occurred  and is
continuing  at  the  time  of such borrowing.  Proceeds of the Swing Line Loan
shall  be  used solely to facilitate the funding by the Agent of the Revolving
Loan  and  for  no other purpose.  The obligation of the Borrower to repay the
Swing Line Loan shall be evidenced by a promissory note of the Borrower in the
form  Exhibit  "D"  attached  hereto (the "Swing Line Note").  So long as no
Default  or Unmatured Default, shall have occurred and be continuing and until
the  Facility  Termination  Date,  the Borrower may borrow, repay and reborrow
under  the Swing Line Note on any Business Day, provided that no borrowing may
cause  the  principal  balance  of  the  Swing Line Loan to exceed the maximum
amount  available  hereunder.    The outstanding aggregate principal amount of
the  Swing  Line  Loan  together  with all accrued and unpaid interest thereon
shall  be  due  and payable on the Facility Termination Date.  Each Advance of
the Swing Line Loan shall be conditioned upon the receipt by Bank One from the
Borrower of an Application for Swing Line Loan and a Compliance Certificate in
the form of Exhibit "C" attached hereto (each an "Application for Swing Line
Loan");  provided,  that the Borrower may give Bank One notice by telephone or
telephone  facsimile  ("fax")  machine,  or  by  any  other  form  of  written
electronic  communication,  of any proposed borrowing under this Section 2.23;
provided,  that  such  notice  shall  be  promptly confirmed in writing by the
delivery  of  Application for Swing Line Loan to Bank One prior to or promptly
after  the  giving of such informal notice upon request by Bank One.  Bank One
shall  not  incur  any  liability  to the Borrower in acting upon any informal
notice  referred  to herein which Bank One believes in good faith to have been
given  by an Authorized Officer or other Person authorized to borrow on behalf
of  the  Borrower.    Prior to maturity the principal amount of the Swing Line
Loan  outstanding  from time to time shall bear interest until maturity of the
Swing Line Note at a rate per annum equal to the Floating Rate calculated on a
360  days and actual days elapsed.  After default, and until paid in full, the
Swing  Line Loan shall bear interest at a per annum rate equal to the Floating
Rate plus three percent (3%) per annum.  Accrued interest under the Swing Line
Loan  shall  be  due and payable monthly on each Payment Date and at maturity.

      2.24.       Borrowings to Repay Swing Line Loan.  Bank One may, at its
option,  exercisable  at  any time for any reason whatsoever, including at the
time  of  the  existence of any Default or Unmatured Default, require that the
Lenders  make  an  Advance of the Revolving Loan in repayment of the aggregate
outstanding  principal  amount  of the Swing Line Loan , plus accrued interest
thereon (to the extent not otherwise paid by the Borrower), and Bank One shall
on the last Banking Day of each calendar week require that the Lenders make an
Advance  of  the  Revolving  Loan  in  repayment  of the aggregate outstanding
principal  amount  of  the  Swing Line Loan, and each of the Lenders agrees to
make  such Advances under the Revolving Loan and to apply the proceeds of such
Advances  to  the  immediate  repayment of the aggregate outstanding principal
amount  of the Swing Line Loan; provided, that no Lender shall be obligated in
any event to make a Loan under this Section  2.24 in excess of its Commitment.
 All  Advances  made  pursuant  to  this  Section  2.24 shall be Floating Rate
Advances and shall be deemed to have been requested in accordance with Section
2.8  hereof without regard to any of the requirements of that provision.  Each
Lender shall be unconditionally obligated to fund its Loan under the Revolving
Loan  whether  or not the conditions precedent set forth in Section 4.2 hereof
have  first  been  satisfied, on the same Business Day as such Lender receives
such  notice  before    12:00 noon on such Business Day, or on the immediately
succeeding  Business  Day  if  received  thereafter.

      2.25.       Payments of Principal/Several Obligations.  Each Lenders's
obligation  to make Loans hereunder is and shall be several and not joint.  No
Lender  shall  be  responsible  for  the  failure  of any other Lender to make
available  its  proportionate  share of Loans to the Borrower or of Bank One's
failure  to make available the proceeds of the Swing Line Loan to the Borrower
or issue any Letters of Credit, and the failure of any Lender to make any Loan
shall  not  relieve  the  other  Lenders  of  their  obligations to make their
proportionate  share  of  Loans  to  the Borrower.  All payments of principal,
interest, and fees hereunder shall be applied as follows: (i) first to accrued
but  unpaid  fees,  expenses,  and  costs  (including,  without  limitation,
reasonable  attorneys'fees)  incurred  by  the Agent on account of the actions
taken  in  accordance  with  this  Agreement  in its capacity as Agent for the
Lenders;  (ii) to accrued but unpaid fees, expenses, and costs incurred by the
Lenders  (including  without limitation any Unused Fees provided under Section
2.5  hereof); (iii) to accrued but unpaid interest payable with respect to the
Swing  Line  Loan; (iv) to accrued but unpaid interest payable with respect to
any Floating Rate Advance; (v) to any accrued but unpaid interest payable with
respect  to  any  Eurodollar  Advance;  (vi)  to  payment  of  the  aggregate
outstanding  principal  amount of the Swing Line Loan; (vii) to payment of the
aggregate  outstanding  principal  amount  of  all Floating Rate Advances; and
(viii)  to  payment  of  the  aggregate  outstanding  principal  amount of all
Eurodollar  Advances.

     2.26.          Increase  of Aggregate Commitment.  The Borrower may, by
notice  in  writing  to  the  Agent,  request  an  increase  in  the Aggregate
Commitment  up  to  an  amount  not  exceeding  One  Hundred  Million  Dollars
($100,000,000.00),  provided  that: (i) no Default or Unmatured Default exists
at  the  time  of the request and on the effective date of such increase; (ii)
the  Borrowing  Base  equals  or  exceeds  One  Hundred  Million  Dollars
($100,000,000.00); (iii) the requested increase is at least $10,000,000.00 and
in minimum multiples of $1,000,000.00 in excess thereof; and (iv) the Borrower
shall  execute  and  enter  into  any and all Loan Documents deemed reasonably
necessary  by  the  Agent and Lenders in order to evidence such increase.  The
Aggregate  Commitment  may  be  so  increased either by having one or more new
Lenders  become  Lenders and/or by having any one or more of the then existing
Lenders,  at  their respective election in their sole discretion, increase the
amount  of  their  respective  Commitment.    No  Lender  shall be required to
increase  its  own  Commitment  without  its prior written consent.  The Agent
shall  communicate  such  request  in  writing  to  the Lenders within two (2)
Business Days of receipt of the request of the Borrower, indicating as to each
Lender  the  dollar  amount  of  the proposed increase in its Commitment which
shall  be  determined  on a pro rata basis among all Lenders.  Each Lender
shall  then  provide  a response to the Agent within ten (10) Business Days of
the  receipt of such request.  In the event that any Lender chooses either not
to  increase  its  Commitment or chooses not to increase its Commitment by the
amount  requested,  the Agent may, with the consent of the Borrower: (i) offer
the  other  existing  Lenders  an  opportunity  to  increase  their respective
Commitments  on  a  pro  rata basis in the amount by which any such Lender
shall  decline; or (ii) add one or more new Lenders to provide that portion of
the  requested  increase  in Commitment not provided by the existing Lenders. 
The  Commitment  of  any  new  Lender  shall  be  in  an  amount not less than
$5,000,000.00.


                                 ARTICLE III

                          YIELD PROTECTION; TAXES

     3.1.     Yield Protection.  If, on or after the date of this Agreement,
the  adoption  of  any  law  or  any  governmental or quasi-governmental rule,
regulation, policy, guideline or directive (whether or not having the force of
law),  or  any  change  in the interpretation or administration thereof by any
governmental  or  quasi-governmental  authority,  central  bank  or comparable
agency  charged  with  the  interpretation  or  administration  thereof,  or
compliance  by  any Lender or applicable Lending Installation with any request
or  directive  (whether or not having the force of law) of any such authority,
central  bank  or  comparable  agency:

     (i)     subjects any Lender or any applicable Lending Installation to any
Taxes,  or  changes the basis of taxation of payments (other than with respect
to  Excluded  Taxes)  to  any  Lender  in  respect of its Eurodollar Loans, or

     (ii)          imposes  or  increases  or  deems  applicable  any reserve,
assessment,  insurance  charge, special deposit or similar requirement against
assets  of,  deposits  with  or for the account of, or credit extended by, any
Lender  or  any  applicable  Lending  Installation  (other  than  reserves and
assessments  taken into account in determining the interest rate applicable to
Eurodollar  Advances),  or

     (iii)      imposes any other condition the result of which is to increase
the  cost  to  any  Lender  or  any applicable Lending Installation of making,
funding  or  maintaining its Eurodollar Loans or reduces any amount receivable
by  any  Lender  or any applicable Lending Installation in connection with its
Eurodollar  Loans,  or  requires  any  Lender  or  any  applicable  Lending
Installation  to  make  any  payment  calculated by reference to the amount of
Eurodollar Loans held or interest received by it, by an amount deemed material
by  such  Lender,

and  the result of any of the foregoing is to increase the cost to such Lender
or  applicable  Lending  Installation  of making or maintaining its Eurodollar
Loans  or  Commitment  or  to  reduce  the  return  received by such Lender or
applicable  Lending  Installation  in connection with such Eurodollar Loans or
Commitment,  then, within 15 days of demand by such Lender, the Borrower shall
pay  such  Lender  such  additional  amount or amounts as will compensate such
Lender  for  such  increased  cost  or  reduction  in  amount  received.

     3.2.          Changes  in  Capital  Adequacy  Regulations.  If a Lender
determines the amount of capital required or expected to be maintained by such
Lender, any Lending Installation of such Lender or any corporation controlling
such  Lender  is  increased  as  a result of a Change, then, within 15 days of
demand  by  such  Lender, the Borrower shall pay such Lender (or pay the Agent
for  the  account  of  such Lender) the amount necessary to compensate for any
shortfall in the rate of return on the portion of such increased capital which
such Lender reasonably determines is attributable to this Agreement, its Loans
or  its  Commitment  to  make  Loans hereunder (after taking into account such
Lender's  policies  as  to  capital  adequacy).  "Change" means (i) any change
after  the date of this Agreement in the Risk-Based Capital Guidelines or (ii)
any adoption of or change in any other law, governmental or quasi-governmental
rule,  regulation, policy, guideline, interpretation, or directive (whether or
not  having  the  force of law) after the date of this Agreement which affects
the  amount  of capital required or expected to be maintained by any Lender or
any  Lending  Installation  or  any  corporation  controlling  any  Lender.  
"Risk-Based Capital Guidelines" means (i) the risk-based capital guidelines in
effect  in  the  United  States  on  the  date  of  this  Agreement, including
transition  rules,  and (ii) the corresponding capital regulations promulgated
by regulatory authorities outside the United States implementing the July 1988
report  of the Basle Committee on Banking Regulation and Supervisory Practices
Entitled  "International  Convergence  of  Capital  Measurements  and  Capital
Standards," including transition rules, and any amendments to such regulations
adopted  prior  to  the  date  of  this  Agreement.

     3.3.       Availability of Types of Advances.  If any Lender determines
that  maintenance  of  its Eurodollar Loans at a suitable Lending Installation
would  violate  any applicable law, rule, regulation, or directive, whether or
not  having  the  force  of law, or if the Required Lenders determine that (i)
deposits  of a type and maturity appropriate to match fund Eurodollar Advances
are  not available or (ii) the interest rate applicable to Eurodollar Advances
does  not  accurately  reflect  the  cost  of making or maintaining Eurodollar
Advances, then the Agent shall suspend the availability of Eurodollar Advances
and  require  any  affected  Eurodollar  Advances to be repaid or converted to
Floating  Rate Advances, subject to the payment of any funding indemnification
amounts  required  by  Section  3.4.

     3.4.          Funding  Indemnification.  If any payment of a Eurodollar
Advance  occurs on a date which is not the last day of the applicable Interest
Period,  whether  because  of  acceleration,  prepayment  or  otherwise,  or a
Eurodollar  Advance  is not made on the date specified by the Borrower for any
reason  other  than  default  by the Lenders, the Borrower will indemnify each
Lender  for  any  loss  or cost incurred by it resulting therefrom, including,
without  limitation,  any  loss  or  cost in liquidating or employing deposits
acquired  to  fund  or  maintain  such  Eurodollar  Advance.

     3.5.          Lender  Statements;  Survival of Indemnity. To the extent
reasonably  possible,  each  Lender  shall  designate  an  alternate  Lending
Installation  with  respect to its Eurodollar Loans to reduce any liability of
the  Borrower  to  such Lender under Sections 3.1, 3.2 and 3.6 or to avoid the
unavailability  of  Eurodollar  Advances  under  Section  3.3, so long as such
designation is not, in the reasonable judgment of such Lender, disadvantageous
to  such Lender.  Each Lender shall deliver a written statement of such Lender
to the Borrower (with a copy to the Agent) as to the amount due, if any, under
Section  3.1,  3.2,  3.4  or  3.6.   Such written statement shall set forth in
reasonable  detail  the  calculations  upon  which such Lender determined such
amount  and  shall  be  final,  conclusive  and binding on the Borrower in the
absence  of  manifest  error.    Determination  of  amounts payable under such
Sections  in  connection  with a Eurodollar Loan shall be calculated as though
each  Lender  funded  its Eurodollar Loan through the purchase of a deposit of
the  type  and  maturity  corresponding  to the deposit used as a reference in
determining  the Eurodollar Rate applicable to such Loan, whether in fact that
is the case or not.  Unless otherwise provided herein, the amount specified in
the  written  statement of any Lender shall be payable on demand after receipt
by  the  Borrower  of such written statement.  The obligations of the Borrower
under  Sections 3.1, 3.2, 3.4 and 3.6 shall survive payment of the Obligations
and  termination  of  this  Agreement.

     3.6.          Taxes.

(i)        All payments by the Borrower to or for the account of any Lender or
the  Agent  hereunder  or  under  any Note shall be made free and clear of and
without deduction for any and all Taxes.  If the Borrower shall be required by
law to deduct any Taxes from or in respect of any sum payable hereunder to any
Lender  or  the  Agent, (a) the sum payable shall be increased as necessary so
that  after making all required deductions (including deductions applicable to
additional  sums payable under this Section  3.6) such Lender or the Agent (as
the  case  may  be) receives an amount equal to the sum it would have received
had no such deductions been made, (b) the Borrower shall make such deductions,
(c)  the Borrower shall pay the full amount deducted to the relevant authority
in  accordance  with  applicable law and (d) the Borrower shall furnish to the
Agent the original copy of a receipt evidencing payment thereof within 30 days
after  such  payment  is  made.

     (ii)        In addition, the Borrower hereby agrees to pay any present or
future  stamp  or  documentary  taxes  and any other excise or property taxes,
charges or similar levies which arise from any payment made hereunder or under
any  Note  or from the execution or delivery of, or otherwise with respect to,
this  Agreement  or  any  Note  ("Other  Taxes").

     (iii)          The Borrower hereby agrees to indemnify the Agent and each
Lender  for  the  full  amount  of  Taxes  or  Other Taxes (including, without
limitation,  any  Taxes  or  Other Taxes imposed on amounts payable under this
Section  3.6)  paid  by  the Agent or such Lender and any liability (including
penalties,  interest and expenses) arising therefrom or with respect thereto. 
Payments  due  under  this indemnification shall be made within 30 days of the
date  the Agent or such Lender makes demand therefor pursuant to Section  3.5.

     (iv)     Any Lender that is entitled to an exemption from or reduction of
withholding  tax  with  respect  to  payments under this Agreement or any Note
pursuant  to  the law of any relevant jurisdiction or any treaty shall deliver
to the Borrower (with a copy to the Agent), at the time or times prescribed by
applicable  law, such properly completed and executed documentation prescribed
by  applicable law as will permit such payments to be made without withholding
or  at  a  reduced  rate.

     (v)        If the U.S. Internal Revenue Service or any other governmental
authority  of  the  United  States  or  any  other  country  or  any political
subdivision  thereof  asserts a claim that the Agent did not properly withhold
tax  from  amounts  paid  to  or  for  the  account of any Lender (because the
appropriate  form was not delivered or properly completed, because such Lender
failed  to  notify  the  Agent of a change in circumstances which rendered its
exemption  from withholding ineffective, or for any other reason), such Lender
shall  indemnify the Agent fully for all amounts paid, directly or indirectly,
by  the  Agent as tax, withholding therefor, or otherwise, including penalties
and  interest,  and  including  taxes  imposed  by any jurisdiction on amounts
payable  to  the  Agent  under  this  subsection,  together with all costs and
expenses  related  thereto  (including  attorneys  fees  and  time  charges of
attorneys  for the Agent, which attorneys may be employees of the Agent).  The
obligations  of  the  Lenders  under  this Section  3.6(vii) shall survive the
payment  of  the  Obligations  and  termination  of  this  Agreement.

(vi)         Each Lender that is not incorporated under the laws of the United
States of America or a state thereof (each a "Non-U.S. Lender") agrees that it
will,  not  less  than ten Business Days after the date of this Agreement, (i)
deliver  to  each  of  the Borrower and the Agent two duly completed copies of
United States Internal Revenue Service Form 1001 or 4224, certifying in either
case  that  such  Lender  is entitled to receive payments under this Agreement
without  deduction  or  withholding of any United States federal income taxes,
and  (ii)  deliver  to  each  of  the  Borrower  and the Agent a United States
Internal  Revenue  Form W-8 or W-9, as the case may be, and certify that it is
entitled  to  an  exemption  from  United States backup withholding tax.  Each
Non-U.S.  Lender further undertakes to deliver to each of the Borrower and the
Agent  (x)  renewals or additional copies of such form (or any successor form)
on  or  before  the  date  that such form expires or becomes obsolete, and (y)
after  the occurrence of any event requiring a change in the most recent forms
so  delivered  by  it,  such  additional forms or amendments thereto as may be
reasonably  requested  by  the Borrower or the Agent.  All forms or amendments
described in the preceding sentence shall certify that such Lender is entitled
to  receive  payments under this Agreement without deduction or withholding of
any  United  States  federal  income taxes, unless an event (including without
limitation  any change in treaty, law or regulation) has occurred prior to the
date  on which any such delivery would otherwise be required which renders all
such  forms  inapplicable  or  which  would  prevent  such  Lender  from  duly
completing  and  delivering  any such form or amendment with respect to it and
such  Lender  advises  the  Borrower  and  the Agent that it is not capable of
receiving  payments  without  any  deduction  or  withholding of United States
federal  income  tax.

     (vii)         For any period during which a Non-U.S. Lender has failed to
provide  the  Borrower with an appropriate form pursuant to clause (vi), above
(unless  such  failure is due to a change in treaty, law or regulation, or any
change  in  the  interpretation  or administration thereof by any governmental
authority,  occurring  subsequent  to  the date on which a form originally was
required  to  be  provided),  such  Non-U.S.  Lender  shall not be entitled to
indemnification  under  this  Section 3.6 with respect to Taxes imposed by the
United  States;  provided  that,  should  a Non-U.S. Lender which is otherwise
exempt  from or subject to a reduced rate of withholding tax become subject to
Taxes  because  of  its  failure to deliver a form required under clause (vi),
above,  the  Borrower  shall  take  such  steps  as such Non-U.S. Lender shall
reasonably  request  to  assist  such  Non-U.S.  Lender to recover such Taxes;
provided that such Non-U.S. Lender shall pay all expenses of Borrower incurred
in  connection  therewith.


                                  ARTICLE IV

                            CONDITIONS PRECEDENT

     4.1.      Initial Advance.  The Lenders shall  make the initial Advance
hereunder   if there shall be no Default or Unmatured Default on such date and
if  the  Borrower  has  furnished  to the Agent with sufficient copies for the
Lenders:

     (i)          Copies  of  the Articles of Incorporation and Certificate of
Incorporation  of the Borrower, together with all amendments, certified by the
Indiana  Secretary  of  State, and a Certificate of Existence for the Borrower
issued  as  of  a  recent  day  by  the  Indiana  Secretary  of  State.

     (ii)      Copies certified by the Secretary or Assistant Secretary of the
Borrower, of its ByLaws and of its Board of Directors' resolutions authorizing
the  execution  of  the  Loan  Documents  to  which  the  Borrower is a party.
     (iii)          An  Incumbency  Certificate  executed  by the Secretary or
Assistant  Secretary  of  the Borrower, which shall identify by name and title
and  bear  the signatures of the Authorized Officers and any other officers of
the  Borrower authorized to sign the Loan Documents to which the Borrower is a
party,  upon  which Certificate the Agent and the Lenders shall be entitled to
rely  until  informed  of  any  change  in  writing  by  the  Borrower.

(iv)          Copies  of  the Articles of Incorporation and the Certificate of
Incorporation of Deluxe Homes, Inc., an Indiana corporation, together with all
amendments  certified  by the Indiana Secretary of State, and a Certificate of
Existence  for  Deluxe  Homes,  Inc. issued as of a recent date by the Indiana
Secretary  of  State.

     (v)          Copies  certified by the Secretary or Assistant Secretary of
Deluxe  Homes,  Inc.  of its ByLaws and of its Board of Directors' resolutions
authorizing  the execution of its Guaranty Agreement and any other document to
which  Deluxe  Homes,  Inc.  is  a  party.

     (vi)     An Incumbency Certificate executed by the Secretary or Assistant
Secretary  of  Deluxe  Homes,  Inc. which shall identify by name and title and
bear  the  signatures  of  the  Authorized  Officers and any other officers of
Deluxe  Homes,  Inc.  authorized  to sign its Guaranty Agreement and any other
document  to  which  Deluxe Homes, Inc. is a party, upon which Certificate the
Agent  and  the Lenders shall be entitled to rely until informed of any change
in  writing  by  the  Borrower.

(vii)          Copies  of the Articles of Incorporation and the Certificate of
Incorporation  of  Trimark  Homes, Inc., an Indiana corporation, together with
all  amendments certified by the Indiana Secretary of State, and a Certificate
of Existence for Trimark Homes, Inc. issued as of a recent date by the Indiana
Secretary  of  State.

     (viii)        Copies certified by the Secretary or Assistant Secretary of
Trimark  Homes,  Inc. of its ByLaws and of its Board of Directors' resolutions
authorizing  the execution of its Guaranty Agreement and any other document to
which  Trimark  Homes,  Inc.  is  a  party.

     (ix)     An Incumbency Certificate executed by the Secretary or Assistant
Secretary  of  Trimark  Homes, Inc. which shall identify by name and title and
bear  the  signatures  of  the  Authorized  Officers and any other officers of
Trimark  Homes,  Inc.  authorized to sign its Guaranty Agreement and any other
document  to  which Trimark Homes, Inc. is a party, upon which Certificate the
Agent  and  the Lenders shall be entitled to rely until informed of any change
in  writing  by  the  Borrower.

(x)          Copies  of  the  Articles of Incorporation and the Certificate of
Incorporation  of  Trimark Development, Inc., an Indiana corporation, together
with  all  amendments  certified  by  the  Indiana  Secretary  of State, and a
Certificate  of  Existence for Trimark Development, Inc. issued as of a recent
date  by  the  Indiana  Secretary  of  State.

     (xi)          Copies certified by the Secretary or Assistant Secretary of
Trimark  Development,  Inc.  of  its  ByLaws  and  of  its Board of Directors'
resolutions  authorizing the execution of its Guaranty Agreement and any other
document  to  which  Trimark  Development,  Inc.  is  a  party.

     (xii)          An  Incumbency  Certificate  executed  by the Secretary or
Assistant  Secretary of Trimark Development, Inc. which shall identify by name
and  title  and  bear  the signatures of the Authorized Officers and any other
officers  of  Trimark  Development,  Inc.  authorized  to  sign  its  Guaranty
Agreement  and  any  other  document  to  which Trimark Development, Inc. is a
party,  upon  which Certificate the Agent and the Lenders shall be entitled to
rely  until  informed  of  any  change  in  writing  by  the  Borrower.

(xiii)          Copies of the Articles of Incorporation and the Certificate of
Incorporation  of  Deluxe  Homes  of  Lafayette, Inc., an Indiana corporation,
together  with all amendments certified by the Indiana Secretary of State, and
a  Certificate of Existence for Deluxe Homes of Lafayette, Inc. issued as of a
recent  date  by  the  Indiana  Secretary  of  State.

     (xiv)         Copies certified by the Secretary or Assistant Secretary of
Deluxe  Homes  of Lafayette, Inc. of its ByLaws and of its Board of Directors'
resolutions  authorizing the execution of its Guaranty Agreement and any other
document  to  which  Deluxe  Homes  of  Lafayette,  Inc.  is  a  party.

     (xv)     An Incumbency Certificate executed by the Secretary or Assistant
Secretary  of Deluxe Homes of Lafayette, Inc. which shall identify by name and
title  and  bear  the  signatures  of  the  Authorized  Officers and any other
officers  of  Deluxe  Homes of Lafayette, Inc. authorized to sign its Guaranty
Agreement and any other document to which Deluxe Homes of Lafayette, Inc. is a
party,  upon  which Certificate the Agent and the Lenders shall be entitled to
rely  until  informed  of  any  change  in  writing  by  the  Borrower.

(xvi)          Copies  of  the Partnership Agreement of Crossmann  Communities
Partnership,  an  Indiana  general  partnership, together with all amendments,
certified  as  complete  by  a  general  partner.

     (xvii)     Copies certified by a general partner of Crossmann Communities
Partnership,    of  resolutions  of its general partners and of any other body
authorizing the execution of its Guaranty Agreement, and any other document to
which  Crossmann  Communities  Partnership  is  a  party.

     (xviii)       An Incumbency Certificate, executed by a general partner of
Crossmann  Communities Partnership, which shall identify by name and title and
bear  the  signatures  of  the  Authorized  Officers and any other officers of
Crossmann  Communities  Partnership  authorized to sign its Guaranty Agreement
and  any other document to which Crossmann Communities Partnership is a party,
upon  which  certificate  the  Agent and the Lenders shall be entitled to rely
until  informed  of  any  change  in  writing  by  the  Borrower.

(xix)          Copies  of the Articles of Incorporation and the Certificate of
Incorporation of Merit Realty, Inc., an Indiana corporation, together with all
amendments  certified  by the Indiana Secretary of State, and a Certificate of
Existence  for  Merit  Realty,  Inc. issued as of a recent date by the Indiana
Secretary  of  State.

     (xx)          Copies certified by the Secretary or Assistant Secretary of
Merit  Realty,  Inc.  of its ByLaws and of its Board of Directors' resolutions
authorizing  the execution of its Guaranty Agreement and any other document to
which  Merit  Realty,  Inc.  is  a  party.

     (xxi)          An  Incumbency  Certificate  executed  by the Secretary or
Assistant  Secretary  of  Merit  Realty, Inc. which shall identify by name and
title  and  bear  the  signatures  of  the  Authorized  Officers and any other
officers  of  Merit Realty, Inc. authorized to sign its Guaranty Agreement and
any  other  document  to  which  Merit  Realty,  Inc.  is  a party, upon which
Certificate the Agent and the Lenders shall be entitled to rely until informed
of  any  change  in  writing  by  the  Borrower.

(xxii)          Copies of the Articles of Incorporation and the Certificate of
Incorporation of Crossmann Communities of Ohio, Inc. (formerly known as Deluxe
Homes  of  Ohio,  Inc.),  an  Ohio  corporation,  together with all amendments
certified  by  the Ohio Secretary of State, and a Certificate of Existence for
Crossmann  Communities  of  Ohio,  Inc. issued as of a recent date by the Ohio
Secretary  of  State.

     (xxiii)       Copies certified by the Secretary or Assistant Secretary of
Crossmann  Communities  of  Ohio,  Inc.  of  its  ByLaws  and  of its Board of
Directors' resolutions authorizing the execution of its Guaranty Agreement and
any  other  document  to which Crossmann Communities of Ohio, Inc. is a party.

     (xxiv)          An  Incumbency  Certificate  executed by the Secretary or
Assistant  Secretary  of  Crossmann  Communities  of  Ohio,  Inc.  which shall
identify  by name and title and bear the signatures of the Authorized Officers
and  any  other  officers of Crossmann Communities of Ohio, Inc. authorized to
sign  its  Guaranty  Agreement  and  any  other  document  to  which Crossmann
Communities of Ohio, Inc. is a party, upon which Certificate the Agent and the
Lenders  shall  be entitled to rely until informed of any change in writing by
the  Borrower.

(xxv)          Copies  of the Articles of Incorporation and the Certificate of
Incorporation  of  Crossmann  Mortgage  Corporation,  an  Indiana corporation,
together  with all amendments certified by the Indiana Secretary of State, and
a  Certificate  of Existence for Crossmann Mortgage Corporation issued as of a
recent  date  by  the  Indiana  Secretary  of  State.

     (xxvi)        Copies certified by the Secretary or Assistant Secretary of
Crossmann  Mortgage  Corporation  of its ByLaws and of its Board of Directors'
resolutions  authorizing the execution of its Guaranty Agreement and any other
document  to  which  Crossmann  Mortgage  Corporation  is  a  party.

          (xxvii)       An Incumbency Certificate executed by the Secretary or
Assistant  Secretary of Crossmann Mortgage Corporation which shall identify by
name  and  title  and  bear  the signatures of the Authorized Officers and any
other  officers  of  Crossmann  Mortgage  Corporation  authorized  to sign its
Guaranty  Agreement  and  any  other  document  to  which  Crossmann  Mortgage
Corporation is a party, upon which Certificate the Agent and the Lenders shall
be  entitled  to rely until informed of any change in writing by the Borrower.

        (xxviii)          Copies  of  the  Articles  of  Incorporation and the
Certificate of Incorporation of Deluxe Aviation, Inc., an Indiana corporation,
together  with all amendments certified by the Indiana Secretary of State, and
a  Certificate  of  Existence  for Deluxe Aviation, Inc. issued as of a recent
date  by  the  Indiana  Secretary  of  State.

     (xxix)        Copies certified by the Secretary or Assistant Secretary of
Deluxe Aviation, Inc. of its ByLaws and of its Board of Directors' resolutions
authorizing  the execution of its Guaranty Agreement and any other document to
which  Deluxe  Aviation,  Inc.  is  a  party.

     (xxx)          An  Incumbency  Certificate  executed  by the Secretary or
Assistant  Secretary of Deluxe Aviation, Inc. which shall identify by name and
title  and  bear  the  signatures  of  the  Authorized  Officers and any other
officers  of  Deluxe  Aviation, Inc. authorized to sign its Guaranty Agreement
and  any  other document to which Deluxe Aviation, Inc. is a party, upon which
Certificate the Agent and the Lenders shall be entitled to rely until informed
of  any  change  in  writing  by  the  Borrower.

(xxxi)          Copies  of  the  Articles  of Incorporation and Certificate of
Incorporation of Cutter Homes, Ltd., a Kentucky corporation, together with all
amendments  certified by the Kentucky Secretary of State, and a Certificate of
Good  Standing  for  Cutter  Homes,  Ltd.  issued  as  of a recent date by the
Kentucky  Secretary  of  State.

          (xxxii)     Copies certified by the Secretary or Assistant Secretary
of  Cutter  Homes,  Ltd.,  of  its  ByLaws  and  of  its  Board  of Directors'
resolutions authorizing the execution of its Guaranty Agreement, and any other
document  to  which  Cutter  Homes,  Ltd.  is  a  party.

         (xxxiii)       An Incumbency Certificate executed by the Secretary or
Assistant  Secretary  of  Cutter  Homes, Ltd. which shall identify by name and
title  and  bear  the  signatures  of  the  Authorized  Officers and any other
officers  of  Cutter Homes, Ltd. authorized to sign Guaranty Agreement and any
other  document to which Cutter Homes, Ltd. is a party, upon which Certificate
the  Agent  and  the  Lenders  shall be entitled to rely until informed of any
change  in  writing  by  the  Borrower.

         (xxxiv)          Copies  of  the  Articles  of  Organization  and the
Certificate  of  Organization  of  Crossmann  Communities of Tennessee, LLC, a
Tennessee limited liability company, together with all amendments certified by
the  Tennessee  Secretary  of  State,  and  a Certificate of Good Standing for
Crossmann  Communities  of  Tennessee,  LLC  issued as of a recent date by the
Tennessee  Secretary  of  State.

     (xxxv)          Copies  certified  by  the  Managing  Member of Crossmann
Communities  of Tennessee, LLC, of its operating or other management agreement
and  of  resolutions  of  its  members  and  of any other body authorizing the
execution of its Guaranty Agreement, and any other document to which Crossmann
Communities  of  Tennessee,  LLC  is  a  party.

         (xxxvi)          An  Incumbency Certificate, executed by the Managing
Member  of  Crossmann  Communities  of Tennessee, LLC, which shall identify by
name  and  title  and  bear  the signatures of the Authorized Officers and any
other  officers  of Crossmann Communities of Tennessee, LLC authorized to sign
Guaranty  Agreement  and  any other document to which Crossmann Communities of
Tennessee,  LLC  is  a party, upon which Certificate the Agent and the Lenders
shall  be  entitled  to  rely  until  informed of any change in writing by the
Borrower.

        (xxxvii)          Copies  of  the  Articles  of  Incorporation and the
Certificate  of  Incorporation  of  Crossmann  Investments,  Inc.,  an Indiana
corporation,  together  with all amendments certified by the Indiana Secretary
of  State,  and  a  Certificate  of  Existence for Crossmann Investments, Inc.
issued  as  of  a  recent  date  by  the  Indiana  Secretary  of  State.

       (xxxviii)      Copies certified by the Secretary or Assistant Secretary
of  Crossmann  Investments,  Inc. of its ByLaws and of its Board of Directors'
resolutions  authorizing the execution of its Guaranty Agreement and any other
document  to  which  Crossmann  Investments,  Inc.  is  a  party.

         (xxxix)        An Incumbency Certificate executed by the Secretary or
Assistant  Secretary  of  Crossmann  Investments, Inc. which shall identify by
name  and  title  and  bear  the signatures of the Authorized Officers and any
other  officers of Crossmann Investments, Inc. authorized to sign its Guaranty
Agreement  and  any  other  document to which Crossmann Investments, Inc. is a
party,  upon  which Certificate the Agent and the Lenders shall be entitled to
rely  until  informed  of  any  change  in  writing  by  the  Borrower.

     (xl)       Copies of the Articles of Incorporation and the Certificate of
Incorporation  of  Crossmann  Communities  of  North  Carolina,  Inc., a North
Carolina  corporation,  together  with  all  amendments certified by the North
Carolina  Secretary of State, and a Certificate of Good Standing for Crossmann
Communities  of  North  Carolina, Inc. issued as of a recent date by the North
Carolina  Secretary  of  State.

     (xli)         Copies certified by the Secretary or Assistant Secretary of
Crossmann  Communities  of North Carolina, Inc. of its ByLaws and of its Board
of  Directors' resolutions authorizing the execution of its Guaranty Agreement
and  any other document to which Crossmann Communities of North Carolina, Inc.
is  a  party.

     (xlii)          An  Incumbency  Certificate  executed by the Secretary or
Assistant  Secretary  of  Crossmann  Communities of North Carolina, Inc. which
shall  identify  by  name  and title and bear the signatures of the Authorized
Officers  and  any  other  officers of Crossman Communities of North Carolina,
Inc. authorized to sign its Guaranty Agreement and any other document to which
Crossmann  Communities  of  North  Carolina,  Inc.  is  a  party,  upon  which
Certificate the Agent and the Lenders shall be entitled to rely until informed
of  any  change  in  writing  by  the  Borrower.

     (xliii)       Copies of the Articles of Incorporation and the Certificate
of  Incorporation  of Pendleton Pike Associates, Inc., an Indiana corporation,
together  with all amendments certified by the Indiana Secretary of State, and
a  Certificate of Existence for Pendleton Pike Associates, Inc. issued as of a
recent  date  by  the  Indiana  Secretary  of  State.

     (xliv)        Copies certified by the Secretary or Assistant Secretary of
Pendleton  Pike  Associates, Inc. of its ByLaws and of its Board of Directors'
resolutions  authorizing the execution of its Guaranty Agreement and any other
document  to  which  Pendleton  Pile  Associates,  Inc.  is  a  party.

     (xlv)          An  Incumbency  Certificate  executed  by the Secretary or
Assistant Secretary of Pendleton Pike Associates, Inc. which shall identify by
name  and  title  and  bear  the signatures of the Authorized Officers and any
other  officers  of  Pendleton  Pike  Associates,  Inc. authorized to sign its
Guaranty  Agreement and any other document to which Pendleton Pike Associates,
Inc.  is  a  party,  upon which Certificate the Agent and the Lenders shall be
entitled  to  rely  until  informed  of any change in writing by the Borrower.

     (xlvi)      Copies of the Articles of Organization and the Certificate of
Organization  of  Pinehurst  Builders, LLC, a South Carolina limited liability
company,  together  with  all  amendments  certified  by  the  North  Carolina
Secretary of State, and a Certificate of Good Standing for Pinehurst Builders,
LLC    issued  as  of  a recent date by the North Carolina Secretary of State.

     (xlvii)          Copies  certified  by  the  Managing Member of Pinehurst
Builders,  LLC,  of  its  operating  or  other  management  agreement  and  of
resolutions  of its members and of any other body authorizing the execution of
its  Guaranty  Agreement,  and any other document to which Pinehurst Builders,
LLC  is  a  party.

         (xlviii)          An Incumbency Certificate, executed by the Managing
Member  of Pinehurst Builders, LLC, which shall identify by name and title and
bear  the  signatures  of  the  Authorized  Officers and any other officers of
Pinehurst  Builders,  LLC  authorized to sign Guaranty Agreement and any other
document  to  which Pinehurst Builders, LLC is a party, upon which Certificate
the  Agent  and  the  Lenders  shall be entitled to rely until informed of any
change  in  writing  by  the  Borrower.

     (xlix)      Copies of the Articles of Organization and the Certificate of
Organization  of    Beach  Vacations,  LLC, a South Carolina limited liability
company,  together  with  all  amendments  certified  by  the  North  Carolina
Secretary  of  State,  and a Certificate of Good Standing for Beach Vacations,
LLC    issued  as  of  a recent date by the North Carolina Secretary of State.

     (l)      Copies certified by the Managing Member of Beach Vacations, LLC,
of  its  operating  or  other  management  agreement and of resolutions of its
members  and  of  any  other  body  authorizing  the execution of its Guaranty
Agreement,  and  any  other document to which Beach Vacations, LLC is a party.

         (li)       An Incumbency Certificate, executed by the Managing Member
of  Beach  Vacations, LLC, which shall identify by name and title and bear the
signatures  of  the  Authorized  Officers  and  any  other  officers  of Beach
Vacations, LLC authorized to sign Guaranty Agreement and any other document to
which  Beach  Vacations,  LLC is a party, upon which Certificate the Agent and
the  Lenders shall be entitled to rely until informed of any change in writing
by  the  Borrower.

     (lii)      Copies of the Articles of Incorporation and the Certificate of
Incorporation  of Crossmann Management, Inc., an Indiana corporation, together
with  all  amendments  certified  by  the  Indiana  Secretary  of State, and a
Certificate  of Existence for Crossmann Management, Inc. issued as of a recent
date  by  the  Indiana  Secretary  of  State.

     (liii)        Copies certified by the Secretary or Assistant Secretary of
Crossmann  Management,  Inc.  of  its  ByLaws  and  of its Board of Directors'
resolutions  authorizing the execution of its Guaranty Agreement and any other
document  to  which  Crossmann  Management,  Inc.  is  a  party.
     (liv)          An  Incumbency  Certificate  executed  by the Secretary or
Assistant Secretary of Crossmann Management, Inc. which shall identify by name
and  title  and  bear  the signatures of the Authorized Officers and any other
officers  of  Crossman  Management,  Inc.  authorized  to  sign  its  Guaranty
Agreement  and  any  other  document  to which Crossmann Management, Inc. is a
party,  upon  which Certificate the Agent and the Lenders shall be entitled to
rely  until  informed  of  any  change  in  writing  by  the  Borrower.

     (lv)          A certificate, signed by the chief financial officer of the
Borrower,  stating  that on the initial Borrowing Date no Default or Unmatured
Default  has  occurred  and  is  continuing.

     (lvi)       A written opinion of the Borrower's counsel, addressed to the
Agent and the Lenders opining as to the matters set forth in Section 5.1, 5.2,
5.3,  5.8,  5.9,  5.11,  5.13,  5.15,  5.17,  and  5.18, in form and substance
acceptable  to  the  Agent  and  its  counsel.

         (lvii)     A form of the Promissory Note to be used by the Lenders in
connection  with  the  loans  from  the Lenders in the form attached hereto as
Exhibit  "B."

     (lviii)     The Promissory Note to be used by Bank One in connection with
the  Swing  Line    Loan  in  the  form  attached  hereto  as  Exhibit  "D."

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

     (lx)     Evidence of the existence of insurance as required under Section
6.5  hereof.

     (lxi)        A Borrowing Base Certificate duly completed by the Borrower.

(lxii)          Such  other  documents  as  any Lender or its counsel may have
reasonably  requested.

     4.2.          Each Advance.  The Lenders, with respect to the Revolving
Loan, and Bank One, with respect to the Swing Line Loan, shall not be required
to  make  any Advance, and Bank One shall not be obligated to issue any Letter
of  Credit,  unless  on  the  applicable  Borrowing  Date:

     (i)          There  exists  no  Default  or  Unmatured  Default.

     (ii)        The representations and warranties contained in Article V are
true  and  correct  as  of  such  Borrowing Date except to the extent any such
representation  or  warranty is stated to relate solely to an earlier date, in
which case such representation or warranty shall have been true and correct on
and  as  of  such  earlier  date.

     (iii)     All legal matters incident to the making of such Advance or the
issuance of the Letter of Credit, as the case may be, shall be satisfactory to
the  Lenders  and  their  counsel.

     Each  Borrowing Notice with respect to each such Advance shall constitute
a representation and warranty by the Borrower that the conditions contained in
Sections  4.2(i)  and (ii) have been satisfied.  Any Lender may require a duly
completed compliance certificate in substantially the form of Exhibit "F" as
a  condition  to  making  an  Advance.

     4.3        Documents Required for the Addition of an Entity as a Current
Subsidiary.  With  the  prior  written  consent  of the Agent and without the
necessity  of  the  consent  of  the  Lenders,  with  the consent of the Agent
evidenced  as  provided in Section 4.3(iii) below, and receipt by the Agent of
each  of  the  following  documents executed, dated, and in form and substance
satisfactory  to  the  Agent,  the  Borrower  may  add  an entity as a Current
Subsidiary that will be subject to the terms and conditions of this Agreement:

     (i)       A duly completed Compliance Certificate in the form of Exhibit
"F"  attached  hereto.

     (ii)         A Guaranty of the proposed Current Subsidiary in the form of
Exhibit  "E"  attached  hereto.

     (iii)          A  letter  executed  by the Borrower, the proposed Current
Subsidiary,  and  the  Agent,  in  the  form of Exhibit "G" attached hereto.

     (iv)          Articles  of  Incorporation,  Articles  of Organization, or
Partnership  Agreement,  of  the  proposed  Current Subsidiary, as applicable,
certified  by  the  Secretary  of  State  of the State of the proposed Current
Subsidiary's  organization,  together  with  resolutions  of  the  appropriate
governing  body of the proposed Current Subsidiary, a Certificate of Existence
or    Good  Standing  issued  by  the  Secretary  of State of the State of the
proposed  Current  Subsidiary's  organization, and a Certificate of Incumbency
issued  by  the  Secretary  of  the  proposed  Current  Subsidiary's  Board of
Directors,  Managing  Member,  or  General  Partner,  as  the  case  may  be.

     (v)          Such  other  documents  as the Agent may reasonably require.



                                  ARTICLE V

                       REPRESENTATIONS AND WARRANTIES

     The  Borrower  represents  and  warrants  to  the  Lenders  that:

     5.1.          Existence  and  Standing.    Each of the Borrower and its
Subsidiaries  is a corporation, partnership (in the case of Subsidiaries only)
or  limited  liability company duly and properly incorporated or organized, as
the  case  may be, validly existing and (to the extent such concept applies to
such  entity)  in  good  standing  under  the  laws  of  its  jurisdiction  of
incorporation  or  organization and has all requisite authority to conduct its
business  in  each  jurisdiction  in  which  its  business  is  conducted.

     5.2.         Authorization and Validity.  The Borrower and each Current
Subsidiary  has the power and authority and legal right to execute and deliver
the  Loan  Documents  to  which  it  is a party and to perform its obligations
thereunder.    The  execution and delivery by the Borrower and by each Current
Subsidiary of the Loan Documents to which it is a party and the performance of
its  obligations  thereunder  have  been  duly  authorized by proper corporate
proceedings,  and  the  Loan  Documents to which the Borrower and each Current
Subsidiary  is  a party constitute legal, valid and binding obligations of the
Borrower and each Current Subsidiary enforceable against the Borrower and each
Current  Subsidiary  in  accordance with their terms, except as enforceability
may  be  limited  by  bankruptcy,  insolvency  or  similar  laws affecting the
enforcement  of  creditors'rights  generally.

     5.3.        No Conflict; Government Consent.  Neither the execution and
delivery  by the Borrower and each Current Subsidiary of the Loan Documents to
which  it  is  a  party,  nor  the  consummation  of  the transactions therein
contemplated,  nor compliance with the provisions thereof will violate (i) any
law,  rule,  regulation,  order,  writ,  judgment, injunction, decree or award
binding  on  the Borrower or any of its Subsidiaries or (ii) the Borrower's or
any  Subsidiary's  articles  or  certificate  of  incorporation,  partnership
agreement,  certificate  of  partnership,  articles  or  certificate  of
organization,  bylaws, or operating or other management agreement, as the case
may  be,  or (iii) the provisions of any indenture, instrument or agreement to
which  the Borrower or any of its Subsidiaries is a party or is subject, or by
which  it, or its Property, is bound, or conflict with or constitute a default
thereunder,  or  result in, or require, the creation or imposition of any Lien
in,  of  or  on  the  Property of the Borrower or a Subsidiary pursuant to the
terms  of  any  such  indenture,  instrument or agreement.  No order, consent,
adjudication,  approval,  license, authorization, or validation of, or filing,
recording or registration with, or exemption by, or other action in respect of
any  governmental  or  public  body  or authority, or any subdivision thereof,
which  has  not  been  obtained by the Borrower or any of its Subsidiaries, is
required  to  be  obtained  by  the  Borrower  or  any  of its Subsidiaries in
connection  with  the  execution  and  delivery  of  the  Loan  Documents, the
borrowings  under  this Agreement, the payment and performance by the Borrower
of the Obligations or the legality, validity, binding effect or enforceability
of  any  of  the  Loan  Documents.

     5.4.          Financial Statements.   The Borrower has delivered to the
Lenders  its  financial  statements  contained in the Form 10-Q filed with the
Securities and Exchange Commission on September 30, 1998, and has delivered to
the  Lenders  it's financial statements dated as of December 31, 1998, and for
the fiscal year then ended.  Such statements, when combined with the financial
statement  of  the  Borrower and certain Current Subsidiaries has described in
such  Form  10-Q,  have  been  prepared  in accordance with generally accepted
accounting  principles  consistently  applied.  Such statements present fairly
the combined financial  position of the Borrower and such Current Subsidiaries
as  of the date thereof and the results of their respective operations for the
periods  covered  and  since  December  31,  1998,  there has been no material
adverse  change  in  the  financial position of the Borrower or of any Current
Subsidiary  or  in  the  results  of  any  of  their  respective  operations.

     5.5.       Material Adverse Change.  Since December 31, 1998, there has
been  no  change in the business, Property, condition (financial or otherwise)
or  results  of  operations  of  the Borrower and its Subsidiaries which could
reasonably  be  expected  to  have  a  Material  Adverse  Effect.

     5.6.          Taxes.   The Borrower and its Subsidiaries have filed all
United States federal tax returns and all other tax returns which are required
to  be  filed and have paid all taxes due pursuant to said returns or pursuant
to  any assessment received by the Borrower or any of its Subsidiaries, except
such  taxes,  if  any,  as  are  being contested in good faith and as to which
adequate  reserves  have been provided in accordance with Agreement Accounting
Principles  and as to which no Lien exists.   No tax liens have been filed and
no  claims  are  being  asserted with respect to any such taxes.  The charges,
accruals  and  reserves  on  the books of the Borrower and its Subsidiaries in
respect  of  any  taxes  or  other  governmental  charges  are  adequate.  The
Subsidiaries which are limited liability companies qualify for partnership tax
treatment  under  United  States  federal  tax  law.

     5.7.     Litigation and Contingent Obligations.  Except as set forth on
Schedule 5.7, there is no litigation, arbitration, governmental investigation,
proceeding  or  inquiry pending or, to the knowledge of any of their officers,
threatened  against or affecting the Borrower or any of its Subsidiaries which
could  reasonably be expected to have a Material Adverse Effect or which seeks
to prevent, enjoin or delay the making of any Loans.  Other than any liability
incident  to  any  litigation,  arbitration  or proceeding which (i) could not
reasonably  be expected to have a Material Adverse Effect or (ii) is set forth
on  Schedule  5.7,  the  Borrower  has no material  Contingent Obligations not
provided  for  or disclosed in the financial statements referred to in Section
5.4.

     5.8.       Subsidiaries.  Schedule 5.8 contains an accurate list of all
Subsidiaries  of  the Borrower as of the date of this Agreement, setting forth
their  respective  jurisdictions  of  organization and the percentage of their
respective capital stock or other ownership interests owned by the Borrower or
other Subsidiaries.  All of the issued and outstanding shares of capital stock
or  other  ownership  interests  of such Subsidiaries have been (to the extent
such  concepts  are  relevant  with  respect to such ownership interests) duly
authorized  and  issued  and  are  fully  paid  and  nonassessable.

     5.9.      ERISA.  The Unfunded Liabilities of all Single Employer Plans
do  not  in  the aggregate exceed $____________.  Neither the Borrower nor any
other  member  of the Controlled Group has incurred, or is reasonably expected
to  incur,  any  withdrawal  liability  to  Multi-employer  Plans in excess of
$_____________  in the aggregate.  Each Plan complies in all material respects
with  all  applicable requirements of law and regulations, no Reportable Event
has  occurred  with  respect  to  any Plan, neither the Borrower nor any other
member  of the Controlled Group has withdrawn from any Plan or initiated steps
to  do  so,  and no steps have been taken to reorganize or terminate any Plan.

     5.10.       Accuracy of Information.  No information, exhibit or report
furnished  by  the  Borrower or any of its Subsidiaries to the Agent or to any
Lender  in  connection  with  the negotiation of, or compliance with, the Loan
Documents  contained  any  material misstatement of fact or omitted to state a
material  fact  or any fact necessary to make the statements contained therein
not  misleading.

     5.11.          Regulation U.  Margin stock (as defined in Regulation U)
constitutes less than 25% of the value of those assets of the Borrower and its
Subsidiaries  which  are  subject  to any limitation on sale, pledge, or other
restriction  hereunder.

     5.12.          Material  Agreements.      Neither  the Borrower nor any
Subsidiary  is in default in the performance, observance or fulfillment of any
of  the obligations, covenants or conditions contained in (i) any agreement to
which  it  is  a  party,  which default could reasonably be expected to have a
Material  Adverse  Effect  or  (ii)  any agreement or instrument evidencing or
governing  Indebtedness.

     5.13.     Compliance With Laws.  The Borrower and its Subsidiaries have
complied  with  all  applicable  statutes,  rules,  regulations,  orders  and
restrictions  of  any domestic or foreign government or any instrumentality or
agency  thereof  having  jurisdiction  over  the  conduct  of their respective
businesses  or  the  ownership  of  their  respective  Property except for any
failure  to  comply  with  any  of the foregoing which could not reasonably be
expected  to  have  a  Material  Adverse  Effect.

     5.14.         Ownership of Properties.  Except as set forth on Schedule
6.12,  on  the  date of this Agreement, the Borrower and its Subsidiaries will
have good title, free of all Liens other than those permitted by Section 6.12,
to  all  of  the  Property  and assets reflected in the Borrower's most recent
consolidated  financial  statements  provided  to  the  Agent  as owned by the
Borrower  and  its  Subsidiaries.

     5.15.      Plan Assets; Prohibited Transactions.   Neither the Borrower
nor  any  Subsidiary  is  an  entity  deemed  to hold "plan assets" within the
meaning  of  29 C.F.R.   2510.3-101 of an employee benefit plan (as defined in
Section  3(3)  of  ERISA)  which  is  subject  to Title I of ERISA or any plan
(within the meaning of Section 4975 of the Code), and neither the execution of
this  Agreement  nor  the making of Loans hereunder gives rise to a prohibited
transaction  within the meaning of Section 406 of ERISA or Section 4975 of the
Code.

     5.16.          Environmental  Matters.  In  the  ordinary course of its
business,  the  officers  of the Borrower consider the effect of Environmental
Laws  on  the  business of the Borrower and its Subsidiaries, in the course of
which  they  identify and evaluate potential risks and liabilities accruing to
the  Borrower  due to Environmental Laws.  On the basis of this consideration,
the  Borrower  has  concluded  that  Environmental  Laws  cannot reasonably be
expected  to  have  a  Material  Adverse Effect.  Neither the Borrower nor any
Subsidiary  has  received any notice to the effect that its operations are not
in  material  compliance  with  any  of  the  requirements  of  applicable
Environmental  Laws  or  are the subject of any federal or state investigation
evaluating  whether  any  remedial action is needed to respond to a release of
any  Hazardous Substance into the environment, which noncompliance or remedial
action  could  reasonably  be  expected  to  have  a  Material Adverse Effect.

     5.17.          Investment  Company  Act.   Neither the Borrower nor any
Subsidiary  is  an  "investment  company"  or  a  company  "controlled"  by an
"investment  company",  within  the  meaning  of the Investment Company Act of
1940,  as  amended.

     5.18.     Public Utility Holding Company Act.  Neither the Borrower nor
any  Subsidiary is a "holding company" or a "subsidiary company" of a "holding
company",  or  an  "affiliate"  of  a  "holding  company"  or of a "subsidiary
company"  of  a  "holding  company",  within the meaning of the Public Utility
Holding  Company  Act  of  1935,  as  amended.

     5.19.       Year 2000.  The Borrower has made an assessment of its Year
2000  Issues.    Based  on  such  assessment, the Borrower does not reasonably
anticipate  that  Year  2000  Issues  will  have  a  Material  Adverse Effect.

     5.20.    Subordinated  Indebtedness.  The Obligations constitute senior
indebtedness which is entitled to the benefits of the subordination provisions
of  all  outstanding  Subordinated  Indebtedness.

     5.21.      Insurance.  The certificate signed by the President or Chief
Financial  Officer  of the Borrower that attests to the existence and adequacy
of, and summarizes, the property and casualty insurance program carried by the
Borrower  with  respect  to  itself  and  its  Subsidiaries  and that has been
furnished  by  the  Borrower  to  the  Agent  and the Lenders, is complete and
accurate.    This  summary includes the insurer's or insurers' name(s), policy
number(s),  expiration  date(s),  amount(s)  of coverage, type(s) of coverage,
exclusion(s),  and  deductibles.    This  summary  also  includes  similar
information,  and  describes  any  reserves,  relating  to  any self-insurance
program  that  is  in  effect.



                                  ARTICLE VI

                                 COVENANTS

     During  the  term  of  this  Agreement  and  until all Obligations of the
Borrower  terminate  or  are  paid  and  satisfied in full, and so long as the
Commitment,  the Swing Loan Commitment or any Letter of Credit is outstanding,
unless  the  Required  Lenders  shall  otherwise  consent  in  writing:

     6.1.       Financial Reporting.  The Borrower will maintain, for itself
and  each  Subsidiary,  a system of accounting established and administered in
accordance  with  generally accepted accounting principles, and furnish to the
Lenders:

     (i)       Within one hundred twenty (120) days after the close of each of
its  fiscal  years,  an unqualified audit report certified by DeLoitte Touche,
LLP  or other nationally recognized accounting firm chosen by the Borrower and
approved  by  the  Required  Lenders,  prepared  in  accordance with Agreement
Accounting Principles on a consolidated and consolidating basis (consolidating
statements  need  not  be  certified  by  such accountants) for itself and its
Subsidiaries,  including  balance sheets as of the end of such period, related
profit  and  loss and reconciliation of surplus statements, and a statement of
cash  flows, accompanied a certificate of said accountants that, in the course
of  their examination necessary for their certification of the foregoing, they
have  obtained no knowledge of any Default or Unmatured Default, or if, in the
opinion  of  such  accountants,  any Default or Unmatured Default shall exist,
stating  the  nature  and  status  thereof.  The Borrower shall furnish to the
Lenders  any  management  letter prepared by the accountant in connection with
their  audit  of  the  Borrower within forty-five (45) days of the issuance of
said  letter.

     (ii)       Within forty-five (45) days after the close of the first three
quarterly  periods  of  each  of  its  fiscal  years,  for  itself  and  its
Subsidiaries,  consolidated  unaudited  balance sheets as at the close of each
such  period  and  consolidated  profit and loss and reconciliation of surplus
statements  and a statement of cash flows for the period from the beginning of
such  fiscal  year  to  the  end  of  such quarter, all certified by its chief
financial  officer.

     (iii)      Together with the financial statements required under Sections
6.1(i)  and  (ii),  a  compliance  certificate  in  substantially  the form of
Exhibit  "F"  signed by its chief financial officer showing the calculations
necessary  to  determine  compliance  with  this Agreement and stating that no
Default  or  Unmatured  Default exists, or if any Default or Unmatured Default
exists,  stating  the  nature  and  status  thereof.

     (iv)          Immediately upon learning of the occurrence of a Default of
Unmatured  Default, or the institution of, or any adverse determination in any
litigation,  arbitration  proceeding,  or  governmental  proceeding  which  is
material  to  the  Borrower  or any Subsidiary, or the occurrence of any event
which  could  have  a    Material  Adverse  Effect  upon  the  Borrower or any
Subsidiary,  written  notice  thereof  describing the same and the steps being
taken  with  respect  thereto.

     (v)      Within thirty (30) days after the end of each month, a Borrowing
Base  Certificate  as of that month-end and promptly as of such other dates as
the  Lenders  may  reasonably  require  and  in  such  form as the Lenders may
reasonably  require.

     (vi)        As soon as possible and in any event within 10 days after the
Borrower  knows  that  any  Reportable  Event has occurred with respect to any
Plan,  a  statement,  signed  by  the chief financial officer of the Borrower,
describing said Reportable Event and the action which the Borrower proposes to
take  with  respect  thereto.

     (vii)          As  soon as possible and in any event within 10 days after
receipt  by the Borrower, a copy of (a) any notice or claim to the effect that
the Borrower or any of its Subsidiaries is or may be liable to any Person as a
result  of  the release by the Borrower, any of its Subsidiaries, or any other
Person  of  any toxic or Hazardous Substance into the environment, and (b) any
notice  alleging  any  violation of any federal, state or local environmental,
health or safety law or regulation by the Borrower or any of its Subsidiaries,
which, in either case, could reasonably be expected to have a Material Adverse
Effect.

     (viii)        Promptly upon the furnishing thereof to the shareholders of
the Borrower, copies of all financial statements, reports and proxy statements
so  furnished.

     (ix)         Promptly upon the filing thereof, copies of all registration
statements  and  annual, quarterly, monthly or other regular reports which the
Borrower  or  any  of  its Subsidiaries files with the Securities and Exchange
Commission.

     (x)        Such other information (including nonfinancial information) as
the  Agent  or  any  Lender  may  from  time  to  time  reasonably  request.

     6.2.        Use of Proceeds.  The Borrower will use the proceeds of the
Advances  and  the  Letter  of  Credit  for  general  corporate purposes.  The
Borrower  will  not,  nor  will  it  permit  any Subsidiary to, use any of the
proceeds of the Advances to purchase or carry any "margin stock"(as defined in
Regulation  U).

     6.3.       Conduct of Business.  The Borrower will, and will cause each
Subsidiary  to,  carry  on  and conduct its business in substantially the same
manner  and  in substantially the same fields of enterprise as it is presently
conducted  and  do  all  things  necessary  to  remain  duly  incorporated  or
organized,  validly  existing  and (to the extent such concept applies to such
entity)  in  good  standing  as a domestic corporation, partnership or limited
liability company in its jurisdiction of incorporation or organization, as the
case  may  be, and maintain all requisite authority to conduct its business in
each  jurisdiction  in  which  its  business  is  conducted.

     6.4.      Taxes.  The Borrower will, and will cause each Subsidiary to,
timely file complete and correct United States federal and applicable foreign,
state  and  local  tax  returns  required  by  law and pay when due all taxes,
assessments and governmental charges and levies upon it or its income, profits
or  Property,  except  those  which  are  being  contested  in  good  faith by
appropriate  proceedings and with respect to which adequate reserves have been
set aside in accordance with Agreement Accounting Principles.  At the time any
of  the  Borrower's  Subsidiaries is organized as a limited liability company,
each such limited liability company will qualify for partnership tax treatment
under  United  States  federal  tax  law.

     6.5.      Insurance.  The Borrower will, and will cause each Subsidiary
to,  maintain  with  financially  sound  and  reputable  insurance  companies
insurance  on all their Property in such amounts and covering such risks as is
consistent  with sound business practice, and the Borrower will furnish to any
Lender  upon  request  full  information  as  to  the  insurance  carried.

     6.6.      Compliance with Laws.  The Borrower will, and will cause each
Subsidiary  to,  comply  with  all  laws,  rules,  regulations, orders, writs,
judgments,  injunctions,  decrees  or  awards  to  which  it  may  be  subject
including,  without  limitation,  all  Environmental  Laws.

     6.7.      Maintenance of Properties.  The Borrower will, and will cause
each Subsidiary to, do all things necessary to maintain, preserve, protect and
keep  its  Property  in good repair, working order and condition, and make all
necessary  and  proper repairs, renewals and replacements so that its business
carried  on  in  connection  therewith may be properly conducted at all times.

     6.8.     Inspection.  The Borrower will, and will cause each Subsidiary
to,  permit the Agent and the Lenders, by their respective representatives and
agents,  and  during  normal  business hours or as agreed by the Agent and the
Borrower,  to  inspect any of the Property, books and financial records of the
Borrower  and  each  Subsidiary,  to  examine  and make copies of the books of
accounts  and other financial records of the Borrower and each Subsidiary, and
to  discuss  the  affairs,  finances  and  accounts  of  the Borrower and each
Subsidiary  with,  and  to  be  advised  as  to  the same by, their respective
officers at such reasonable times and intervals as the Agent or any Lender may
designate.

     6.9.          Restricted Payments.  Except as hereinafter provided, the
Borrower  shall  not,  and  shall  not  permit  any Current Subsidiary to: (i)
declare or pay any dividends, either in cash or property, on any shares of its
capital  stock  of  any  class,  except dividends or distributions payable (a)
solely  in  shares  of  capital  stock  of  the  Borrower, or (b) by a Current
Subsidiary  to the Borrower or to another Current Subsidiary; (ii) directly or
indirectly  purchase,  redeem or retire any shares of its capital stock of any
class or any warrants, rights, or options to purchase or acquire any shares of
its capital stock, other than (a) the lapse or cancellation of stock warrants,
rights,  or  options for which no direct or indirect consideration was paid by
the  Borrower  or any Current Subsidiary, or (b) in exchange for or out of the
net  cash  proceeds of the Borrower from the substantially concurrent issue or
sale  of  other shares of capital stock of the Borrower or warrants, rights or
options  to  purchase  or  acquire  any  shares  of  its  capital stock; (iii)
purchase,  redeem,  or  retire, or otherwise make any payment or distribution,
either  directly  or  indirectly,  in  respect  of  any  of  its  subordinated
indebtedness;  or (iv) make any other payment or distribution, either directly
or  indirectly, in respect of its capital stock (such declarations or payments
of  dividends,  purchases,  redemptions  or  retirements  of capital stock and
warrants, rights or options and all such other payments or distributions being
herein collectively referred to in this Section 6.9 as "Restricted Payments"),
if  after  giving  effect  thereto any Default of Unmatured Default shall have
occurred  and be continuing, or if the sum of the aggregate amount of any such
Restricted  Payments  made  from and after June 30, 1995, to and including the
date  of the making of the Restricted Payment in question would exceed the sum
of  (A)  $2,000,000.00 plus (B) fifty percent (50%) of Consolidated Net Income
for such period, computed  on a cumulative basis for said entire period (or if
such  Consolidated  Net  Income  is  a  deficit figure, then minus one hundred
percent  (100%) of such deficit).  The Borrower shall not declare any dividend
which constitutes a Restricted Payment payable more than sixty (60) days after
the  date  of the declaration thereof.  For purposes hereof, the amount of any
Restricted  Payment  declared, paid or distributed in property shall be deemed
to be the greater of the book value or fair market value as determined in good
faith  by  the Board of Directors of the borrower of such property at the time
of  the  making  of  the  Restricted  Payment  in  question.

     6.10.      Debt.  Neither the Borrower nor any Current Subsidiary shall
incur  nor  permit  to exist any Indebtedness in excess of $100,000.00, 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;
and

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

provided,  however,  that  the  amount  of  any such indebtedness described in
paragraphs  (iv), (v), and (vi) of this Section 6.10 in the aggregate shall at
no  time  exceed  five  percent (5%) of Total Capitalization.  For purposes of
this covenant, the phrase "indebtedness for borrowed money" shall be construed
to  include  capital  lease  obligations.

     6.11.      Loans or Advances and Investments.  Neither the Borrower nor
any  Current Subsidiary shall make or permit to exist any loans or advances to
any  other  person  or  entity  or  make  any  investments,  except  for:
     (i)         extensions of credit or credit accommodations to customers or
vendors made by the Borrower or such Current Subsidiary in the ordinary course
of  its  business  as  now  conducted;

     (ii)          loans  or  advances  between  the  Borrower and any Current
Subsidiary  or  between  two  Current  Subsidiaries;

     (iii)          reasonable salary advances to non-executive employees, and
other advances to agents and employees for anticipated expenses to be incurred
on  behalf  of  the  Borrower  or  such  Current  Subsidiary  in the course of
discharging  their  assigned  duties;

     (iv)       Investments in certificates of deposit maturing within one (1)
year  from  the  date  of  issuance thereof, issued by a Bank or trust company
organized  under  the  laws  of the United States or any State thereof, having
capital,  surplus  and  undivided profits aggregating at least $150,000,000.00
and  whose  long-term  certificates of deposit are, at the time of acquisition
thereof  by  the  Borrower  or Current Subsidiary, rated A or better by either
Standard  &  Poor's  Ratings  Group  or  Moody's  Investors  Services,  Inc.;

     (v)        Investments in direct obligations maturing within one (1) year
or  less  from  the  date of acquisition thereof of any municipality organized
under  the  laws  of  any  state  or  the  United  States  or  any  agency  or
instrumentality  of such municipality which, at the time of acquisition by the
Borrower  or  Current Subsidiary, are rated BBB or higher by Standard & Poor's
Corporation,  or Baa or higher by Moody's Investors Services, Inc., or similar
rating  by  any  other  nationally  recognized credit rating agency of similar
standing;

     (vi)         Investments in commercial paper maturing in 270 days or less
from the date of issuance which, at the time of acquisition by the Borrower or
Current  Subsidiary,  is  accorded  the  highest  rating  by Standard & Poor's
Ratings Group, Moody's Investors Services, Inc. or other nationally recognized
credit  rating  agency  of  similar  standing;

(vii)        Investments in non-consolidated joint venture partnerships formed
to  engage  principally  in  single-family  land  development  provided  such
investments  do  not  exceed  twenty-five  percent  (25%)  of  the  Borrower's
Consolidated  Tangible  Net  Worth;

     (viii)          other  Investments (in addition to those permitted by the
foregoing  paragraphs  (iv),  (v),  (vi),  and (vii)) provided that such other
investments  (A)  are not outside the Borrower's general line of business, (B)
in  the aggregate do not at any time exceed fifteen percent (15%) of the Total
Capitalization,  and  (C)  after  giving  effect to such other investments, no
Default  or  Unmatured  Default  shall  have  occurred  and be continuing; and

     (ix)         the specific items listed in the Schedule attached hereto as
Schedule    6.11.

      6.12.          Liens.  Neither the Borrower nor any Current Subsidiary
shall  create or permit to exist any mortgage, pledge, title retention lien or
other  lien,  encumbrance  or  security  interest  (all of which are hereafter
referred  to  in  this subsection as a "lien" or "liens") which respect to any
property  or  assets  now  owned  or  hereafter  acquired  except:

(i)      liens in favor of the Lenders created pursuant to the requirements of
this  Agreement  or  otherwise;

     (ii)         any lien or deposit with any governmental agency required or
permitted  to  qualify  the  Borrower  or  such  Current Subsidiary to conduct
business  or  exercise  any  privilege,  franchise  or license, or to maintain
self-insurance  or  to  obtain the benefits of or secure obligations under any
law  pertaining  to  workmen's  compensation,  unemployment insurance, old age
pensions,  social  security  or  similar  matters,  or  to  obtain any stay or
discharge  in  any legal or administrative proceedings, or any similar lien or
deposit  arising  in  the  ordinary  course  of  business;

     (iii)          any  mechanic's,  workmen's,  repairmen's,  carrier's,
warehousemen's  or other like liens arising in the ordinary course of business
for  amount  not  yet  due and for the payment of which adequate reserves have
been  established,  or  deposits  made  to  obtain  the release of such liens;

     (iv)          easements, licenses, minor irregularities in title or minor
encumbrances  on  or over any real property existing for more than thirty (30)
days  after the Borrower or such Current Subsidiary first becomes aware of any
such time, which do not, in the reasonable judgment of the Lenders, materially
detract from the value of such property or its marketability or its usefulness
in  the  business  of  the  Borrower  or  such  Current  Subsidiary;

     (v)     liens for taxes and governmental charges which are not yet due or
which are being contested in good faith and by appropriate proceedings and for
which  appropriate  reserves  have  been  established;

     (vi)          liens  created by or resulting from any litigation or legal
proceeding  which  is  being  contested  in  good  faith  and  by  appropriate
proceedings  for  which  appropriate  reserves  have  been  established;

     (vii)     liens created after the date of this Agreement to secure seller
financing  of the future acquisition of unimproved real estate by the Borrower
or by a Current Subsidiary, which financing has received the Required Lenders'
prior  written  consent  pursuant to Section 6.10 of this Agreement, and which
liens  are  limited  to  the  real  estate  acquired with the proceeds of such
financing;

     (viii)          liens  assumed by the Borrower or a Current Subsidiary on
residential  real estate acquired from its customers in the ordinary course of
its  business  as  now  conducted  contemporaneously  with  the  sale of a new
residence  by  the  Borrower  or  such  Current  Subsidiary  to such customer;

     (ix)       liens on specific property related to capital lease financing;
and

     (x)          those  specific liens now existing described on the Schedule
attached  hereto  as  Schedule    6.12;

provided,  however,  that the liens described in paragraphs (vii), (viii), and
(ix)  of  this  Section    6.12  shall  be  subject  to  the  following:

          (A)     such a lien shall attach solely to the property acquired and
with  respect  to  any  single  purchase,  acquisition,  or  capitalized lease
transaction,  shall  not  be  in  excess  of eighty percent (80%) of the total
appraised  value,  purchase price, or capitalized cost (as applicable) of such
property;  and

          (B)          the  amount remaining unpaid on the purchase price, the
assumed  obligations  secured  by such liens, and/or the lease payments in the
aggregate  shall at not time exceed five percent (5%) of Total Capitalization.

      6.13.     Guaranties.  Neither the Borrower nor any Current Subsidiary
shall  be  a guarantor or surety of, or otherwise be responsible in any manner
with  respect  to  any  undertaking  of any other person or entity, whether by
guaranty agreement or by agreement to purchase any obligations, stock, assets,
goods  or  services,  or  to  supply  or  advance  any funds, assets, goods or
services,  or  otherwise,  except  for:

     (i)          guaranties  in  favor  of  the  Lenders;

     (ii)          the  several  obligations  of  the Borrower and the Current
Subsidiaries,  as  "co-obligors,"  to  the  holders  of  the  Senior  Notes;

     (iii)        guaranties by endorsement of instruments for deposit made in
the  ordinary  course  of  business;  and

     (iv)          those  specific  existing guaranties listed in the Schedule
attached  hereto  as  Schedule    6.13.

      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 and the Current Subsidiaries; 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 and the
Current  Subsidiaries 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  becomes  a Current Subsidiary for all purposes of this Agreement
pursuant  to  Section  4.3  hereof.

      6.15.      Judgments.  Neither the Borrower nor any Current Subsidiary
shall permit any uninsured judgment or monetary penalty rendered against it in
any  judicial  or administrative proceeding to remain unsatisfied for a period
in  excess  of forty-five (45) days, if such judgment or penalty together with
all other such judgments and penalties are in an aggregate amount in excess of
$50,000.00 or unless such judgment or penalty is being contested in good faith
by  appropriate  proceedings and execution upon such judgment has been stayed,
and  unless  an appropriate reserve has been established with respect thereto.

      6.16.       Year 2000.   The Borrower will take and will cause each of
its  Subsidiaries  to  take  all  such  actions as are reasonably necessary to
assure  that  Year  2000  Issues  will  not  have  a  Material Adverse Effect.

     6.17.      Affiliates.   The Borrower will not, and will not permit any
Subsidiary  to, enter into any transaction (including, without limitation, the
purchase  or  sale  of  any  Property or service) with, or make any payment or
transfer  to,  any  Affiliate  except  in  the ordinary course of business and
pursuant to the reasonable requirements of the Borrower's or such Subsidiary's
business  and upon fair and reasonable terms no less favorable to the Borrower
or  such  Subsidiary  than  the  Borrower or such Subsidiary would obtain in a
comparable  arms-length  transaction.

      6.18.    Financial  Covenants.

      6.18.1.   Current Ratio.  The Borrower shall maintain as of the end of
each  fiscal  quarter the ratio of Consolidated Current Assets to Consolidated
Current  Liabilities  at  a  level  not  less  than  1.50  to  1.00.
      6.18.2.      Consolidated  Tangible  Net  Worth.    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 Ten Million and 00/100
Dollars  ($110,000,000.00)  plus  (ii) fifty percent (50%) of Consolidated Net
Income determined on a cumulative basis for each fiscal quarter ending on and 
after  December  31,  1998;  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,  1998.

      6.18.3.     Ratio of Total Debt to Total Capitalization.  The Borrower
shall  maintain  at  all  times  the  ratio  of  its  Total  Debt to its Total
Capitalization  at  a  level  not  greater  than  .60  to  1.00.

      6.18.4.      Fixed Charge Coverage Ratio.  For each period of four (4)
consecutive  fiscal quarters commencing with the fiscal quarter ending on June
30, 1999, the Borrower shall maintain the ratio of the sum of Consolidated Net
Income  plus  Fixed  Charges  and taxes over Fixed Charges at a level not less
than  2.00  to  1.00.

      6.18.5.      Ratio  of  Consolidated  Land to Consolidated Tangible Net
Worth.    The  Borrower  shall  maintain  at  all  times  the  ratio  of  its
Consolidated  Land  to  its  Consolidated  Tangible  Net  Worth at a level not
greater  than  1.25  to  1.00.

     6.18.6.        Ratio  of Total Debt to the Borrowing Base.  The Company
shall  maintain at all times the ratio of its Total Debt to the Borrowing Base
at  a  level not greater than 1.00 to 1.00.  Notwithstanding the provisions to
the  contrary  set forth in Section 7.3 hereof, in the event that the Borrower
is  not  in compliance with this covenant at any time, the Borrower shall have
thirty  (30)  days  from  either  the  effective  date  of  the Borrowing Base
Certificate  demonstrating  such  non-compliance  or  the  date  of  an  audit
completed  by  the  Agent  on  which such determination is founded to cure the
imbalance  before such non-compliance shall be considered a Default hereunder.

     6.19  .     Hazardous Substances.  The Borrower shall not nor shall any
Current  Subsidiary  allow  or  permit  to  continue the release or threatened
release  of  any  Hazardous  Substance  in  any  reportable  quantities on any
premises  owned  or  occupied  or  under  lease by the Borrower or any Current
Subsidiary.


                                 ARTICLE VII

                                  DEFAULTS

     The  occurrence  of  any  one  or  more  of  the  following  events shall
constitute  a  Default:

      7.1.         Any representation or warranty made or deemed made by or on
behalf  of the Borrower or any of its Subsidiaries to the Lenders or the Agent
under  or  in  connection with this Agreement, any Loan, or any certificate or
information  delivered  in  connection  with  this Agreement or any other Loan
Document  shall  be  materially  false  on  the  date  as  of  which  made.

      7.2.     Failure of the Borrower to pay any principal, interest, or fees
of  the  Revolving  Loan  or  the Swing Line Loan within two (2) Business Days
after  the  date due, or the failure of the borrower to reimburse Bank One for
any  drawing  under a Letter of Credit when paid thereunder or to pay when due
any  fees  due  in  connection with any Letter of Credit or the failure of the
Borrower to pay when due any other obligations under any of the Loan Documents
within  five  days  after  the  same  becomes  due.

      7.3.     The breach by the Borrower of any of the terms or provisions of
Section  6.2,  6.9,  6.10,  6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18, or
6.19.

      7.4.          The  breach  by  the  Borrower  (other than a breach which
constitutes a Default under another Section of this Article VII) of any of the
terms or provisions of this Agreement which is not remedied within thirty (30)
calendar  days  after  written  notice  from  the  Agent  or  any  Lender.

      7.5.       Failure of the Borrower or any of its Current Subsidiaries or
any  Guarantor  to  pay  when  due any Indebtedness in excess of $1,000,000.00
("Material  Indebtedness");  or  the  default  by  the  Borrower or any of its
Subsidiaries  in  the  performance  (beyond  the  applicable grace period with
respect  thereto, if any) of any term, provision or condition contained in any
agreement  under  which  any  such  Material  Indebtedness  was  created or is
governed,  or  any  other  event shall occur or condition exist, the effect of
which default or event is to cause, or to permit the holder or holders of such
Material  Indebtedness  to cause, such Indebtedness to become due prior to its
stated  maturity;  or  any Material Indebtedness of the Borrower or any of its
Subsidiaries  or  any  Guarantor  shall  be  declared to be due and payable or
required  to  be  prepaid  or repurchased (other than by a regularly scheduled
payment)  prior  to the stated maturity thereof; or the Borrower or any of its
Subsidiaries or any Guarantor shall not pay, or admit in writing its inability
to  pay,  its  debts  generally  as  they  become  due.

      7.6.      The Borrower or any of its Current Subsidiaries shall (i) have
an  order  for  relief entered with respect to it under the Federal bankruptcy
laws as now or hereafter in effect, (ii) make an assignment for the benefit of
creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment
of  a  receiver,  custodian, trustee, examiner, liquidator or similar official
for  it  or  any  Substantial  Portion  of  its  Property,  (iv) institute any
proceeding  seeking  an  order for relief under the Federal bankruptcy laws as
now  or  hereafter  in  effect  or  seeking  to  adjudicate  it  a bankrupt or
insolvent,  or  seeking  dissolution, winding up, liquidation, reorganization,
arrangement,  adjustment  or  composition  of  it  or  its debts under any law
relating  to  bankruptcy, insolvency or reorganization or relief of debtors or
fail  to  file an answer or other pleading denying the material allegations of
any  such  proceeding  filed against it, (v) take any corporate or partnership
action  to  authorize or effect any of the foregoing actions set forth in this
Section  7.6  or  (vi)  fail  to  contest  in  good  faith  any appointment or
proceeding  described  in  Section  7.7.

      7.7.     Without the application, approval or consent of the Borrower or
any  of its Current Subsidiaries, a receiver, trustee, examiner, liquidator or
similar  official  shall  be  appointed for the Borrower or any of its Current
Subsidiaries  or  any  Substantial  Portion  of  its Property, or a proceeding
described  in  Section 7.6(iv) shall be instituted against the Borrower or any
of  its  Current  Subsidiaries  and such appointment continues undischarged or
such  proceeding continues undismissed or unstayed for a period of thirty (30)
consecutive  calendar  days.

      7.8.         Any court, government or governmental agency shall condemn,
seize  or  otherwise  appropriate,  or  take custody or control of, all or any
portion of the Property of the Borrower and of its Current Subsidiaries which,
when  taken  together  with  all other Property of the Borrower or the Current
Subsidiary so condemned, seized, appropriated, or taken custody or control of,
during  the twelve month period ending with the month in which any such action
occurs,  constitutes  a  Substantial  Portion.

     7.9.    The  Borrower or any of its Current Subsidiaries shall (i) be the
subject  of  any  proceeding or investigation pertaining to the release by the
Borrower,  any of its Current Subsidiaries or any other Person of any toxic or
hazardous  waste  or  substance  into  the  environment,  or  (ii) violate any
Environmental  Law,  which, in the case of an event described in clause (i) or
clause  (ii),  could reasonably be expected to have a Material Adverse Effect.

     7.10.    The occurrence of any "default", as defined in any Loan Document
(other than this Agreement) or the breach of any of the terms or provisions of
any  Loan  Document  (other  than  this  Agreement),  which  default or breach
continues  beyond  any  period  of  grace  therein  provided

     7.11.    Any Guaranty shall fail to remain in full force or effect or any
action  shall  be  taken  to  discontinue  or  to  assert  the  invalidity  or
unenforceability  of  any Guaranty, or any Guarantor shall fail to comply with
any  of the terms or provisions of any Guaranty to which it is a party, or any
Guarantor  shall  deny that it has any further liability under any Guaranty to
which  it  is  a  party,  or  shall  give  notice  to  such  effect.


                                 ARTICLE VIII

               ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

     8.1.      Acceleration.  If any Default described in Section 7.6 or 7.7
occurs  with  respect  to the Borrower, the obligations of the Lenders to make
Loans  hereunder  shall automatically terminate, the obligation of Bank One to
issue  Letters  of Credit and to make Advances under the Swing Line Loan shall
automatically  terminate, and the Obligations shall immediately become due and
payable without any election or action on the part of the Agent or any Lender.
 If  any  other  Default  occurs,  the Required Lenders (or the Agent with the
consent  of  the Required Lenders) may terminate or suspend the obligations of
the Lenders to make Loans hereunder, Bank One may elect in its sole discretion
or  the  Required  Lenders may elect to terminate or suspend the obligation to
issue  Letters of Credit or to make Advances under the Swing Line Loan, or the
Required Lenders may declare the Obligations to be due and payable, or  all of
the  foregoing,  whereupon  the  Obligations  shall become immediately due and
payable,  without  presentment,  demand, protest or notice of any kind, all of
which  the  Borrower  hereby  expressly  waives.    Notwithstanding  any other
provision  to the contrary herein, any Lender who fails to fund an Advance, or
to  reimburse  Bank One with respect to an unreimbursed drawing under a Letter
of  Credit,  or  to  make  any  other  payment required pursuant to Article II
hereof, shall not be permitted to vote in connection with any action or remedy
taken,  or  waiver  granted  in connection with a Default until such Lender is
once  again in compliance with Article II, and for purposes of determining the
requisite  vote  of  Required  Lenders under such circumstances, the Aggregate
Commitment  shall  be deemed reduced by the amount of such Lender's Commitment
until  such  Lender  is  again  entitled  to  vote.

     8.2.       Amendments.  Subject to the provisions of this Article VIII,
the Required Lenders (or the Agent with the consent in writing of the Required
Lenders)  and  the  Borrower may enter into agreements supplemental hereto for
the  purpose  of  adding  or modifying any provisions to the Loan Documents or
changing  in any manner the rights of the Lenders or the Borrower hereunder or
waiving  any  Default  hereunder; provided, however, that no such supplemental
agreement  shall,  without  the  consent  of  all  of  the  Lenders:

     (i)     Extend the final maturity of any Loan, or of the Swing Line Loan,
or postpone any regularly scheduled payment of principal of any Loan or of the
Swing  Line  Loan,  or  forgive  all  or  any  portion of the principal amount
thereof,  or reduce the rate or extend the time of payment of interest or fees
thereon.

     (ii)        Reduce the percentage specified in the definition of Required
Lenders.

     (iii)       Extend the Facility Termination Date, or reduce the amount or
extend  the  payment  date  for, the mandatory payments required under Section
2.2,  or  increase the amount of the Aggregate Commitment or of the Commitment
of  any  Lender  hereunder,  or permit the Borrower to assign its rights under
this  Agreement.

     (iv)          Amend  this  Section  8.2.

     (v)          Release  any  Guarantor  of  any  Advance.

No amendment of any provision of this Agreement relating to the Agent shall be
effective  without  the  written  consent  of  the Agent.  The Agent may waive
payment of the fee required under Section 12.3.2 without obtaining the consent
of  any  other party to this Agreement.  No amendment of any provision of this
Agreement  relating  to  the  Swing Line Loan or to Letters of Credit shall be
effective  without  the  written  consent  of  Bank  One.

     8.3.      Preservation of Rights.  No delay or omission of the Lenders,
Bank  One  or  the  Agent to exercise any right under the Loan Documents shall
impair  such  right  or  be  construed  to  be  a  waiver of any Default or an
acquiescence  therein, and the making of an Advance, or a Loan or the issuance
of  a  Letter  of  Credit  notwithstanding  the  existence of a Default or the
inability  of  the  Borrower  to satisfy the conditions precedent to such Loan
shall  not  constitute  any  waiver  or  acquiescence.   Any single or partial
exercise  of  any  such  right  shall  not  preclude other or further exercise
thereof  or the exercise of any other right, and no waiver, amendment or other
variation  of  the  terms,  conditions  or  provisions  of  the Loan Documents
whatsoever  shall  be  valid  unless in writing signed by the Lenders required
pursuant  to  Section  8.2,  and  then  only  to  the  extent  in such writing
specifically  set  forth.   All remedies contained in the Loan Documents or by
law  afforded  shall be cumulative and all shall be available to the Agent and
the  Lenders  until  the  Obligations  have  been  paid  in  full.


                                  ARTICLE IX

                             GENERAL PROVISIONS

     9.1.          Survival  of  Representations.    All representations and
warranties  of  the  Borrower  contained  in  this Agreement shall survive the
making  of  the  credit  facilities  herein  contemplated.

     9.2.     Governmental Regulation.  Anything contained in this Agreement
to the contrary notwithstanding, no Lender shall be obligated to extend credit
to  the Borrower in violation of any limitation or prohibition provided by any
applicable  statute  or  regulation.

     9.3.          Headings.  Section headings in the Loan Documents are for
convenience  of reference only, and shall not govern the interpretation of any
of  the  provisions  of  the  Loan  Documents.

     9.4.          Entire  Agreement.   The Loan Documents embody the entire
agreement  and understanding among the Borrower, the Agent and the Lenders and
supersede  all  prior  agreements  and  understandings among the Borrower, the
Agent  and  the  Lenders relating to the subject matter thereof other than the
fee  letter  described  in  Section  10.13.

     9.5.          Several  Obligations;  Benefits  of  this Agreement.  The
respective  obligations of the Lenders hereunder are several and not joint and
no  Lender shall be the partner or agent of any other (except to the extent to
which  the  Agent is authorized to act as such).  The failure of any Lender to
perform  any  of  its obligations hereunder shall not relieve any other Lender
from  any of its obligations hereunder.  This Agreement shall not be construed
so as to confer any right or benefit upon any Person other than the parties to
this  Agreement  and  their  respective  successors  and  assigns.

     9.6.          Expenses;  Indemnification.

(i)     The Borrower shall reimburse the Agent for any costs, internal charges
and  out-of-pocket  expenses  (including  attorneys'  fees and time charges of
attorneys  for  the Agent, which attorneys may be employees of the Agent) paid
or  incurred  by  the  Agent  in connection with the preparation, negotiation,
execution,  delivery,  syndication,  review,  amendment,  modification,  and
administration  of  the Loan Documents.  The Borrower also agrees to reimburse
the  Agent  and  the Lenders for any costs, internal charges and out-of-pocket
expenses  (including  attorneys'  fees  and  time charges of attorneys for the
Agent  and  the  Lenders, which attorneys may be employees of the Agent or the
Lenders)  paid  or  incurred by the Agent or any Lender in connection with the
collection  and  enforcement  of  the  Loan  Documents.
     (ii)      The Borrower hereby further agrees to indemnify the Agent, Bank
One  as  issuer of Letters of Credit, and each Lender, its directors, officers
and  employees  against  all  losses,  claims,  damages, penalties, judgments,
liabilities  and  expenses  (including,  without  limitation,  all expenses of
litigation  or  preparation  therefor  whether  or  not the Agent, Bank One as
issuer  of  Letters  of Credit, or any Lender is a party thereto) which any of
them  may pay or incur arising out of or relating to this Agreement, the other
Loan Documents, the transactions contemplated hereby or the direct or indirect
application  or  proposed  application  of the proceeds of any credit facility
provided  hereunder  except  to the extent that they are determined in a final
non-appealable  judgment by a court of competent jurisdiction to have resulted
from  the  gross  negligence  or  willful  misconduct  of  the  party  seeking
indemnification.      The  obligations  of the Borrower under this Section 9.6
shall  survive  the  termination  of  this  Agreement.

     9.7.          Numbers  of  Documents.  All statements, notices, closing
documents,  and  requests  hereunder  shall  be  furnished  to  the Agent with
sufficient  counterparts  so  that  the  Agent  may furnish one to each of the
Lenders.

     9.8.        Accounting.  Except as provided to the contrary herein, all
accounting  terms  used  herein  shall  be  interpreted  and  all  accounting
determinations hereunder shall be made in accordance with Agreement Accounting
Principles,  except  that any calculation or determination which is to be made
on  a  consolidated  basis  shall be made for the Borrower and all its Current
Subsidiaries,  including  those  Current  Subsidiaries,  if  any,  which  are
unconsolidated  on  the  Borrower's  audited  financial  statements.

     9.9.          Severability  of  Provisions.   Any provision in any Loan
Document  that  is  held  to  be inoperative, unenforceable, or invalid in any
jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or
invalid without affecting the remaining provisions in that jurisdiction or the
operation,  enforceability,  or  validity  of  that  provision  in  any  other
jurisdiction,  and  to  this  end  the  provisions  of  all Loan Documents are
declared  to  be  severable.

     9.10.          Non-liability  of Lenders.  The relationship between the
Borrower on the one hand and the Lenders and the Agent on the other hand shall
be solely that of borrower and lender.  Neither the Agent nor any Lender shall
have  any  fiduciary  responsibilities to the Borrower.  Neither the Agent nor
any  Lender  undertakes any responsibility to the Borrower to review or inform
the  Borrower  of  any  matter  in connection with any phase of the Borrower's
business  or  operations.   The Borrower agrees that neither the Agent nor any
Lender  shall  have  liability  to  the  Borrower  (whether  sounding in tort,
contract or otherwise) for losses suffered by the Borrower in connection with,
arising  out  of,  or in any way related to, the transactions contemplated and
the  relationship  established  by the Loan Documents, or any act, omission or
event  occurring  in  connection therewith, unless it is determined in a final
non-appealable  judgment by a court of competent jurisdiction that such losses
resulted  from  the  gross  negligence or willful misconduct of the party from
which  recovery  is  sought.   Neither the Agent nor any Lender shall have any
liability with respect to, and the Borrower hereby waives, releases and agrees
not to sue for, any special, indirect or consequential damages suffered by the
Borrower in connection with, arising out of, or in any way related to the Loan
Documents  or  the  transactions  contemplated  thereby.

     9.11.     Confidentiality.  Each Lender agrees to hold any confidential
information  which it may receive from the Borrower pursuant to this Agreement
in  confidence,  except  for  disclosure  (i)  to  its Affiliates and to other
Lenders  and  their respective Affiliates, (ii) to legal counsel, accountants,
and  other  professional  advisors to such Lender or to a Transferee, (iii) to
regulatory  officials,  (iv)  to  any  Person  as  requested pursuant to or as
required by law, regulation, or legal process, (v) to any Person in connection
with  any  legal  proceeding  to  which  such  Lender is a party, (vi) to such
Lender's  direct  or indirect contractual counterparties in swap agreements or
to  legal  counsel,  accountants  and  other  professional  advisors  to  such
counterparties,  and  (vii)  permitted  by  Section 12.4.  Notwithstanding the
foregoing,  in  the  event  that  a  Lender  is  requested  or becomes legally
compelled  or  obligated  to  disclose  any  of  the  Borrower's  confidential
information,  such Lender will provide the Borrower with prompt written notice
of  such request so that the Borrower may seek an appropriate protective order
or  other  appropriate  remedy  only if such disclosure to the Borrower is not
prohibited  by  law  or by the order requesting such confidential information.

     9.12.       Non-reliance.  Each Lender hereby represents that it is not
relying  on  or looking to any margin stock (as defined in Regulation U of the
Board  of  Governors  of  the Federal Reserve System) for the repayment of the
Loans  provided  for  herein.


                                  ARTICLE X

                                 THE AGENT

     10.1.      Appointment; Nature of Relationship.  Bank One, Indiana, NA 
is  hereby  appointed by each of the Lenders as its contractual representative
(herein  referred  to  as  the  "Agent")  hereunder  and under each other Loan
Document,  and  each of the Lenders irrevocably authorizes the Agent to act as
the  contractual  representative  of  such  Lender  with the rights and duties
expressly  set forth herein and in the other Loan Documents.  The Agent agrees
to  act  as  such  contractual  representative  upon  the  express  conditions
contained  in  this  Article  X.   Notwithstanding the use of the defined term
"Agent,"  it  is expressly understood and agreed that the Agent shall not have
any  fiduciary  responsibilities  to any Lender by reason of this Agreement or
any other Loan Document and that the Agent is merely acting as the contractual
representative  of  the  Lenders  with  only those duties as are expressly set
forth  in this Agreement and the other Loan Documents.  In its capacity as the
Lenders'  contractual representative, the Agent (i) does not hereby assume any
fiduciary  duties  to  any  of  the Lenders, (ii) is a "representative" of the
Lenders  as secured parties within the meaning of Section 9-105 of the Uniform
Commercial  Code  and (iii) is acting as an independent contractor, the rights
and duties of which are limited to those expressly set forth in this Agreement
and  the other Loan Documents.  Each of the Lenders hereby agrees to assert no
claim  against the Agent on any agency theory or any other theory of liability
for  breach  of fiduciary duty, all of which claims each Lender hereby waives.

     10.2.        Powers.  The Agent shall have and may exercise such powers
under  the  Loan  Documents  as are specifically delegated to the Agent by the
terms  of each thereof, together with such powers as are reasonably incidental
thereto.    The  Agent  shall  have  no  implied duties to the Lenders, or any
obligation  to  the  Lenders  to  take any action thereunder except any action
specifically  provided  by  the  Loan  Documents  to  be  taken  by the Agent.

     10.3.          General  Immunity.    Neither  the  Agent nor any of its
directors,  officers, agents or employees shall be liable to the Borrower, the
Lenders  or  any  Lender  for any action taken or omitted to be taken by it or
them  hereunder  or under any other Loan Document or in connection herewith or
therewith  except  to  the  extent  such action or inaction is determined in a
final  non-appealable  judgment  by  a court of competent jurisdiction to have
arisen  from  the  gross  negligence  or  willful  misconduct  of such Person.

     10.4.     No Responsibility for Loans, Recitals, etc. Neither the Agent
nor  any  of its directors, officers, agents or employees shall be responsible
for  or have any duty to ascertain, inquire into, or verify (a) any statement,
warranty  or  representation  made in connection with any Loan Document or any
borrowing hereunder; (b) the performance or observance of any of the covenants
or  agreements  of  any  obligor  under  any Loan Document, including, without
limitation,  any  agreement  by  an obligor to furnish information directly to
each  Lender;  (c)  the satisfaction of any condition specified in Article IV,
except  receipt of items required to be delivered solely to the Agent; (d) the
existence  or  possible existence of any Default or Unmatured Default; (e) the
validity,  enforceability,  effectiveness,  sufficiency  or genuineness of any
Loan  Document  or  any  other  instrument  or writing furnished in connection
therewith; (f) the value, sufficiency, creation, perfection or priority of any
Lien  in  any  collateral  security;  or  (g)  the  financial condition of the
Borrower  or  any  guarantor  of  any  of  the  Obligations  or  of any of the
Borrower's  or  any such guarantor's respective Subsidiaries.  The Agent shall
have no duty to disclose to the Lenders information that is not required to be
furnished  by  the  Borrower  to  the  Agent  at such time, but is voluntarily
furnished  by the Borrower to the Agent (either in its capacity as Agent or in
its  individual  capacity).

     10.5.        Action on Instructions of Lenders.  The Agent shall in all
cases  be  fully  protected in acting, or in refraining from acting, hereunder
and  under  any  other  Loan  Document in accordance with written instructions
signed  by the Required Lenders, and such instructions and any action taken or
failure  to  act pursuant thereto shall be binding on all of the Lenders.  The
Lenders  hereby  acknowledge that the Agent shall be under no duty to take any
discretionary action permitted to be taken by it pursuant to the provisions of
this  Agreement  or  any  other  Loan Document unless it shall be requested in
writing  to do so by the Required Lenders.  The Agent shall be fully justified
in  failing  or refusing to take any action hereunder and under any other Loan
Document  unless  it  shall  first  be  indemnified to its satisfaction by the
Lenders  pro  rata against any and all liability, cost and expense that it
may  incur  by  reason  of  taking  or  continuing  to  take  any such action.

     10.6.      Employment of Agents and Counsel.  The Agent may execute any
of  its  duties  as  Agent  hereunder  and under any other Loan Document by or
through  employees,  agents, and attorneys-in-fact and shall not be answerable
to  the  Lenders,  except  as  to  money  or  securities received by it or its
authorized  agents,  for  the  default  or  misconduct  of  any such agents or
attorneys-in-fact  selected  by  it  with reasonable care.  The Agent shall be
entitled  to  advice of counsel concerning the contractual arrangement between
the  Agent  and  the  Lenders and all matters pertaining to the Agent's duties
hereunder  and  under  any  other  Loan  Document.

     10.7.      Reliance on Documents; Counsel.  The Agent shall be entitled
to  rely  upon  any  Note,  notice,  consent,  certificate, affidavit, letter,
telegram,  statement,  paper  or  document  believed  by  it to be genuine and
correct  and to have been signed or sent by the proper person or persons, and,
in  respect  to  legal  matters,  upon  the opinion of counsel selected by the
Agent,  which  counsel  may  be  employees  of  the  Agent.

     10.8.     Agent's Reimbursement and Indemnification.  The Lenders agree
to reimburse and indemnify the Agent ratably in proportion to their respective
Commitments  (or,  if  the  Commitments have been terminated, in proportion to
their  Commitments  immediately prior to such termination) (i) for any amounts
not  reimbursed  by  the  Borrower  for  which  the  Agent  is  entitled  to
reimbursement  by  the  Borrower  under the Loan Documents, (ii) for any other
expenses  incurred  by  the Agent on behalf of the Lenders, in connection with
the  preparation,  execution,  delivery, administration and enforcement of the
Loan  Documents  (including,  without limitation, for any expenses incurred by
the  Agent  in connection with any dispute between the Agent and any Lender or
between  two  or  more  of  the  Lenders)  and  (iii)  for  any  liabilities,
obligations,  losses,  damages,  penalties,  actions, judgments, suits, costs,
expenses  or  disbursements  of  any  kind  and nature whatsoever which may be
imposed  on,  incurred by or asserted against the Agent in any way relating to
or  arising  out  of  the  Loan  Documents  or any other document delivered in
connection  therewith  or  the  transactions  contemplated thereby (including,
without  limitation,  for any such amounts incurred by or asserted against the
Agent  in  connection  with  any  dispute  between the Agent and any Lender or
between two or more of the Lenders), or the enforcement of any of the terms of
the Loan Documents or of any such other documents, provided that (i) no Lender
shall be liable for any of the foregoing to the extent any of the foregoing is
found  in a final non-appealable judgment by a court of competent jurisdiction
to  have resulted from the gross negligence or willful misconduct of the Agent
and  (ii)  any  indemnification  required pursuant to Section  3.6(vii) shall,
notwithstanding  the  provisions of this Section 10.8, be paid by the relevant
Lender  in  accordance  with  the  provisions thereof.  The obligations of the
Lenders  under  this Section 10.8 shall survive payment of the Obligations and
termination  of  this  Agreement.

     10.9.         Notice of Default.  The Agent shall not be deemed to have
knowledge  or  notice  of  the  occurrence of any Default or Unmatured Default
hereunder  unless  the  Agent has received written notice from a Lender or the
Borrower  referring  to  this  Agreement  describing such Default or Unmatured
Default  and  stating that such notice is a "notice of default".  In the event
that  the  Agent  receives  such  a notice, the Agent shall give prompt notice
thereof  to  the  Lenders.

     10.10.     Rights as a Lender.  In the event the Agent is a Lender, the
Agent shall have the same rights and powers hereunder and under any other Loan
Document  with  respect  to its Commitment and its Loans as any Lender and may
exercise  the  same  as though it were not the Agent, and the term "Lender" or
"Lenders"  shall,  at  any time when the Agent is a Lender, unless the context
otherwise  indicates, include the Agent in its individual capacity.  The Agent
and  its  Affiliates  may  accept  deposits from, lend money to, and generally
engage in any kind of trust, debt, equity or other transaction, in addition to
those  contemplated  by  this  Agreement  or any other Loan Document, with the
Borrower  or  any of its Subsidiaries in which the Borrower or such Subsidiary
is  not  restricted  hereby  from  engaging  with  any  other  Person.

     10.11.        Lender Credit Decision.  Each Lender acknowledges that it
has,  independently  and without reliance upon the Agent,  or any other Lender
and  based on the financial statements prepared by the Borrower and such other
documents  and  information  as it has deemed appropriate, made its own credit
analysis  and  decision  to  enter  into  this  Agreement  and  the other Loan
Documents.    Each  Lender  also  acknowledges that it will, independently and
without  reliance  upon  the  Agent,    or  any other Lender and based on such
documents  and  information as it shall deem appropriate at the time, continue
to  make  its  own  credit decisions in taking or not taking action under this
Agreement  and  the  other  Loan  Documents.

     10.12.     Successor Agent.  The Agent may resign at any time by giving
written notice thereof to the Lenders and the Borrower, such resignation to be
effective  upon the appointment of a successor Agent or, if no successor Agent
has been appointed, forty-five (45) days after the retiring Agent gives notice
of its intention to resign.   Upon any such resignation , the Required Lenders
shall  have the right to appoint, on behalf of the Borrower and the Lenders, a
successor  Agent.    If no successor Agent shall have been so appointed by the
Required  Lenders within thirty days after the resigning Agent's giving notice
of its intention to resign, then the resigning Agent may appoint, on behalf of
the Borrower and the Lenders, a successor Agent.  Notwithstanding the previous
sentence, the Agent may at any time without the consent of the Borrower or any
Lender,  appoint  any  of  its  Affiliates  which  is  a  commercial bank as a
successor  Agent hereunder.  If the Agent has resigned  and no successor Agent
has  been  appointed,  the  Lenders  may  perform  all the duties of the Agent
hereunder  and  the  Borrower  shall  make  all  payments  in  respect  of the
Obligations  to  the  applicable  Lender and for all other purposes shall deal
directly with the Lenders.  No successor Agent shall be deemed to be appointed
hereunder  until  such successor Agent has accepted the appointment.  Any such
successor  Agent  shall  be  a  commercial  bank  having  capital and retained
earnings  of at least $500,000,000.  Upon the acceptance of any appointment as
Agent  hereunder  by  a  successor Agent, such successor Agent shall thereupon
succeed  to  and  become  vested  with  all the rights, powers, privileges and
duties of the resigning  Agent.  Upon the effectiveness of the resignation  of
the  Agent,  the  resigning    Agent  shall  be discharged from its duties and
obligations  hereunder  and under the Loan Documents.  After the effectiveness
of  the  resignation    of  an  Agent,  the provisions of this Article X shall
continue  in  effect  for  the benefit of such Agent in respect of any actions
taken  or omitted to be taken by it while it was acting as the Agent hereunder
and under the other Loan Documents.  In the event that there is a successor to
the  Agent  by  merger,  or the Agent assigns its duties and obligations to an
Affiliate  pursuant to this Section 10.12, then the term " Prime Rate" as used
in this Agreement shall mean the prime rate, base rate or other analogous rate
of  the  new  Agent.

     10.13.        Agent's Fee. The Borrower agrees to pay to the Agent, for
its  own account, the fees agreed to by the Borrower and the Agent pursuant to
that  certain letter agreement dated as of even date herewith, or as otherwise
agreed  from  time  to  time.

     10.14.          Delegation to Affiliates.  The Borrower and the Lenders
agree  that  the  Agent may delegate any of its duties under this Agreement to
any  of  its  Affiliates.  Any such Affiliate (and such Affiliate's directors,
officers,  agents and employees) which performs duties in connection with this
Agreement  shall  be  entitled  to  the  same benefits of the indemnification,
waiver  and  other  protective provisions to which the Agent is entitled under
Articles  IX  and  X.


                                  ARTICLE XI

                          SETOFF; RATABLE PAYMENTS

     11.1.          Setoff.   In addition to, and without limitation of, any
rights of the Lenders under applicable law, if the Borrower becomes insolvent,
however  evidenced, or any Default occurs, any and all deposits (including all
account balances, whether provisional or final and whether or not collected or
available)  and any other Indebtedness at any time held or owing by any Lender
or any Affiliate of any Lender to or for the credit or account of the Borrower
may  be offset and applied toward the payment of the Obligations owing to such
Lender, whether or not the Obligations, or any part hereof, shall then be due.

     11.2.          Ratable  Payments.   If any Lender, whether by setoff or
otherwise, has payment made to it upon its Loans (other than payments received
pursuant  to  Section  3.1, 3.2, 3.4 or 3.5) in a greater proportion than that
received  by  any  other  Lender, such Lender agrees, promptly upon demand, to
purchase  a  portion of the Loans held by the other Lenders so that after such
purchase  each  Lender  will  hold  its  ratable  proportion of Loans.  If any
Lender, whether in connection with setoff or amounts which might be subject to
setoff  or  otherwise,  receives  collateral  or  other  protection  for  its
Obligations  or  such  amounts  which  may  be  subject to setoff, such Lender
agrees,  promptly  upon  demand,  to  take such action necessary such that all
Lenders  share  in  the  benefits  of such collateral ratably in proportion to
their  Loans.    In  case  any  such payment is disturbed by legal process, or
otherwise,  appropriate further adjustments shall be made.  If an amount to be
setoff is to be applied to Indebtedness of the Borrower to a Lender other than
Indebtedness  comprised  of  Loans  made  by such Lender, such amount shall be
applied  ratably  to such other Indebtedness and to the Indebtedness comprised
of  such  Loans.


                                 ARTICLE XII

             BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

     12.1.     Successors and Assigns.  The terms and provisions of the Loan
Documents  shall  be binding upon and inure to the benefit of the Borrower and
the  Lenders  and their respective successors and assigns, except that (i) the
Borrower  shall  not  have the right to assign its rights or obligations under
the  Loan  Documents  and  (ii)  any  assignment by any Lender must be made in
compliance  with  Section  12.3.  Notwithstanding clause (ii) of this Section,
any  Lender may at any time, without the consent of the Borrower or the Agent,
assign all or any portion of its rights under this Agreement and any Note to a
Federal  Reserve Bank; provided, however, that no such assignment to a Federal
Reserve  Bank  shall  release  the  transferor  Lender  from  its  obligations
hereunder.   The Agent may treat the Person which made any Loan or which holds
any  Note  as  the owner thereof for all purposes hereof unless and until such
Person  complies with Section 12.3 in the case of an assignment thereof or, in
the case of any other transfer, a written notice of the transfer is filed with
the  Agent.   Any assignee or transferee of the rights to any Loan or any Note
agrees  by  acceptance  of  such transfer or assignment to be bound by all the
terms and provisions of the Loan Documents.  Any request, authority or consent
of any Person, who at the time of making such request or giving such authority
or  consent  is the owner of the rights to any Loan (whether or not a Note has
been  issued  in  evidence  thereof),  shall  be conclusive and binding on any
subsequent  holder,  transferee  or  assignee  of  the  rights  to  such Loan.

     12.2.          Participations.

     12.2.1.    Permitted  Participants;  Effect.    Any  Lender may, in the
ordinary  course of its business and in accordance with applicable law, at any
time  sell  to  one  or  more  banks  or  other  entities  ("Participants")
participating  interests  in  any  Loan owing to such Lender, any Note held by
such  Lender,  any  Commitment  of  such  Lender or any other interest of such
Lender under the Loan Documents.  In the event of any such sale by a Lender of
participating  interests to a Participant, such Lender's obligations under the
Loan  Documents  shall  remain  unchanged,  such  Lender  shall  remain solely
responsible  to  the  other  parties  hereto  for  the  performance  of  such
obligations, such Lender shall remain the owner of its Loans and the holder of
any  Note  issued  to  it  in evidence thereof for all purposes under the Loan
Documents,  all  amounts payable by the Borrower under this Agreement shall be
determined  as  if  such Lender had not sold such participating interests, and
the  Borrower  and  the  Agent shall continue to deal solely and directly with
such  Lender in connection with such Lender's rights and obligations under the
Loan  Documents.

     12.2.2.    Voting  Rights.   Each Lender shall retain the sole right to
approve,  without  the consent of any Participant, any amendment, modification
or  waiver  of  any  provision of the Loan Documents other than any amendment,
modification  or  waiver  with respect to any Loan or Commitment in which such
Participant  has  an  interest  which  forgives principal, interest or fees or
reduces  the  interest  rate  or fees payable with respect to any such Loan or
Commitment,  extends  the  Facility Termination Date, postpones any date fixed
for  any  regularly scheduled payment of principal of, or interest or fees on,
any  such  Loan  or  Commitment,  releases  any  guarantor of any such Loan or
releases all or substantially all of the collateral, if any, securing any such
Loan.

     12.2.3.   Benefit of Setoff.  The Borrower agrees that each Participant
shall  be  deemed  to  have  the  right  of setoff provided in Section 11.1 in
respect  of  its  participating  interest  in  amounts  owing  under  the Loan
Documents  to  the  same extent as if the amount of its participating interest
were  owing directly to it as a Lender under the Loan Documents, provided that
each  Lender  shall  retain  the right of setoff provided in Section 11.1 with
respect  to  the  amount of participating interests sold to each Participant. 
The  Lenders  agree  to  share with each Participant, and each Participant, by
exercising  the right of setoff provided in Section 11.1, agrees to share with
each  Lender,  any  amount  received  pursuant to the exercise of its right of
setoff,  such  amounts to be shared in accordance with Section 11.2 as if each
Participant  were  a  Lender.

     12.3.          Assignments.

     12.3.1.  Permitted Assignments.  Any Lender may, in the ordinary course
of  its  business and in accordance with applicable law, at any time assign to
one  or  more  banks  or  other entities ("Purchasers") all or any part of its
rights  and  obligations  under  the Loan Documents.  Such assignment shall be
substantially  in  the  form  of Exhibit "H" or in such other form as may be
agreed  to  by the parties thereto.  The consent of the Borrower and the Agent
shall  be required prior to an assignment becoming effective with respect to a
Purchaser  which  is  not a Lender or an Affiliate thereof; provided, however,
that  if a Default has occurred and is continuing, the consent of the Borrower
shall  not  be  required. Such  consents shall not be unreasonably withheld or
delayed.    Each  such  assignment  with respect to a Purchaser which is not a
Lender  or  an  Affiliate  thereof  shall (unless each of the Borrower and the
Agent  otherwise  consents)  be  in  an amount not less than the lesser of (i)
$5,000,000.00,  or  (ii)  the  remaining  amount  of  the  assigning  Lender's
Commitment (calculated as at the date of such assignment) or outstanding Loans
(if  the  applicable  Commitment  has  been  terminated).

     12.3.2.   Effect; Effective Date.  Upon (i) delivery to the Agent of an
assignment,  together  with  any consents required by Section 12.3.1, and (ii)
payment  of  a  $4,000 fee to the Agent for processing such assignment (unless
such  fee  is  waived by the Agent), such assignment shall become effective on
the effective date specified in such assignment.  The assignment shall contain
a representation by the Purchaser to the effect that none of the consideration
used  to  make  the  purchase of the Commitment and Loans under the applicable
assignment agreement constitutes "plan assets" as defined under ERISA and that
the rights and interests of the Purchaser in and under the Loan Documents will
not  be  "plan  assets"  under ERISA.  On and after the effective date of such
assignment,  such  Purchaser  shall for all purposes be a Lender party to this
Agreement  and any other Loan Document executed by or on behalf of the Lenders
and  shall  have  all  the  rights  and obligations of a Lender under the Loan
Documents,  to  the same extent as if it were an original party hereto, and no
further  consent  or action by the Borrower, the Lenders or the Agent shall be
required  to  release  the transferor Lender with respect to the percentage of
the  Aggregate  Commitment  and  Loans  assigned  to such Purchaser.  Upon the
consummation of any assignment to a Purchaser pursuant to this Section 12.3.2,
the  transferor  Lender,  the  Agent and the Borrower shall, if the transferor
Lender  or  the  Purchaser  desires that its Loans be evidenced by Notes, make
appropriate  arrangements  so  that  new Notes or, as appropriate, replacement
Notes  are  issued to such transferor Lender and new Notes or, as appropriate,
replacement  Notes,  are  issued  to such Purchaser, in each case in principal
amounts  reflecting their respective Commitments, as adjusted pursuant to such
assignment.

     12.4.       Dissemination of Information.  The Borrower authorizes each
Lender  to  disclose  to  any  Participant  or  Purchaser  or any other Person
acquiring  an  interest  in  the  Loan  Documents  by operation of law (each a
"Transferee")  and  any prospective Transferee any and all information in such
Lender's  possession  concerning  the creditworthiness of the Borrower and its
Subsidiaries,  including  without  limitation any information contained in any
Reports; provided that each Transferee and prospective Transferee agrees to be
bound  by  Section  9.11  of  this  Agreement.

     12.5.          Tax  Treatment.  If any interest in any Loan Document is
transferred  to  any  Transferee  which  is  organized  under  the laws of any
jurisdiction other than the United States or any State thereof, the transferor
Lender  shall  cause  such  Transferee, concurrently with the effectiveness of
such  transfer,  to  comply  with  the  provisions  of  Section    3.6(vi).


                                 ARTICLE XIII

                                  NOTICES

     13.1.      Notices.  Except as otherwise permitted by Section 2.14 with
respect  to  borrowing notices, all notices, requests and other communications
to any party hereunder shall be in writing (including electronic transmission,
facsimile  transmission  or similar writing) and shall be given to such party:
(x)  in  the  case  of  the Borrower or the Agent, at its address or facsimile
number set forth on the signature pages hereof, (y) in the case of any Lender,
at its address or facsimile number set forth below its signature hereto or (z)
in  the  case  of any party, at such other address or facsimile number as such
party  may  hereafter  specify  for the purpose by notice to the Agent and the
Borrower  in  accordance  with the provisions of this Section 13.1.  Each such
notice,  request  or  other  communication  shall be effective (i) if given by
facsimile  transmission, when transmitted to the facsimile number specified in
this  Section  and confirmation of receipt is received, (ii) if given by mail,
72  hours  after such communication is deposited in the mails with first class
postage prepaid, addressed as aforesaid, or (iii) if given by any other means,
when  delivered  (or, in the case of electronic transmission, received) at the
address  specified  in  this Section; provided that notices to the Agent under
Article  II  shall  not  be  effective  until  received.

     13.2.        Change of Address.  The Borrower, the Agent and any Lender
may  each  change  the  address  for  service of notice upon it by a notice in
writing  to  the  other  parties  hereto.


                                 ARTICLE XIV

                                COUNTERPARTS

     This  Agreement  may  be  executed  in any number of counterparts, all of
which  taken  together  shall constitute one agreement, and any of the parties
hereto  may  execute  this  Agreement  by  signing any such counterpart.  This
Agreement  shall  be  effective when it has been executed by the Borrower, the
Agent  and  the  Lenders  and  each  party has notified the Agent by facsimile
transmission  or  telephone  that  it  has  taken  such  action.


                                  ARTICLE XV

        CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL

     15.1.          CHOICE  OF  LAW.    THE LOAN DOCUMENTS (OTHER THAN THOSE
CONTAINING  A  CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN
ACCORDANCE  WITH  THE INTERNAL LAWS OF THE STATE OF INDIANA, BUT GIVING EFFECT
TO  FEDERAL  LAWS  APPLICABLE  TO  NATIONAL  BANKS.

     15.2.         CONSENT TO JURISDICTION.  THE BORROWER HEREBY IRREVOCABLY
SUBMITS  TO  THE  NONEXCLUSIVE  JURISDICTION  OF  ANY UNITED STATES FEDERAL OR
INDIANA  STATE  COURT  SITTING  IN  MARION  COUNTY,  INDIANA  IN ANY ACTION OR
PROCEEDING  ARISING  OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER
HEREBY  IRREVOCABLY  AGREES  THAT  ALL  CLAIMS  IN  RESPECT  OF SUCH ACTION OR
PROCEEDING  MAY  BE  HEARD  AND  DETERMINED  IN ANY SUCH COURT AND IRREVOCABLY
WAIVES  ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH
SUIT,  ACTION  OR  PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN
INCONVENIENT  FORUM.  NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT OR ANY
LENDER  TO  BRING  PROCEEDINGS AGAINST THE BORROWER IN THE COURTS OF ANY OTHER
JURISDICTION.    ANY  JUDICIAL PROCEEDING BY THE BORROWER AGAINST THE AGENT OR
ANY  LENDER OR ANY AFFILIATE OF THE AGENT OR ANY LENDER INVOLVING, DIRECTLY OR
INDIRECTLY,  ANY  MATTER  IN  ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED
WITH  ANY  LOAN  DOCUMENT  SHALL  BE BROUGHT ONLY IN A COURT IN MARION COUNTY,
INDIANA.
     15.3.          WAIVER  OF JURY TRIAL.  THE BORROWER, THE AGENT AND EACH
LENDER  HEREBY  WAIVE  TRIAL  BY  JURY  IN  ANY JUDICIAL PROCEEDING INVOLVING,
DIRECTLY  OR  INDIRECTLY,  ANY  MATTER  (WHETHER SOUNDING IN TORT, CONTRACT OR
OTHERWISE)  IN  ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN
DOCUMENT  OR  THE  RELATIONSHIP  ESTABLISHED  THEREUNDER.


     IN WITNESS WHEREOF, the Borrower, the Lenders and the Agent have executed
this  Agreement  as  of  the  date  first  above  written.

CROSSMANN  COMMUNITIES,  INC.,  an  Indiana  corporation


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

                                   9202  North  Meridian  Street
                                   Suite  300
                                   Indianapolis,  Indiana  46260

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


<PAGE>
Commitments

$20,000,000.00                               BANK ONE, INDIANA, NA, a national
banking  association,  by  itself  and  as  Agent



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

c/o          NBD  COMMERCIAL  REAL  ESTATE  GROUP
     One  Indiana  Square,  14th  Floor
                                        Mail  Suite  7025
                                        Indianapolis,  Indiana    46266

                                   Attention:      Patrick  D.  Lease,  Vice
President
                                   Telephone:  (317)  266-5752
                                   Telecopy:      (317)  266-7477
                                   E-mail:        Patrick_D_Lease@EM.FCNBD.com



$15,000,000.00                             HUNTINGTON NATIONAL BANK OF INDIANA



                                   By:          /s/  Linda  Zappia
                                        Linda Zappia, Executive Vice President

                                   Capital  Center,  Suite  1800
                                   201  North  Illinois  Street
                                   Indianapolis,  Indiana  46204

                                   Attention:     Russell Swan, Vice President
                                   Telephone:    (317)  237-2547
                                   Telecopy:        (317)  237-2505
                                   E-mail:          __________________________





<PAGE>
$15,000,000.00                                       FIFTH THIRD BANK, INDIANA



                                   By:        ________________________________
                                        Erik  Miner,  Vice  President

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

                                   Attention:       Erik Miner, Vice President
                                   Telephone:    (317)  383-2392
                                   Telecopy:        (317)  383-2427
                                   E-mail:          __________________________



$15,000,000.00                                                 PNC BANK,  N.A.



                                   By:       _________________________________
                                        James  A.  Harmann,  Vice  President

                                   201  East  Fifth  Street
                                   Commercial  Real  Estate,  Suite  800
                                   Cincinnati,  Ohio  45201-1198

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




<PAGE>
$15,000,000.00                                    KEYBANK NATIONAL ASSOCIATION



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

                                   10  West  Market  Street
                                   Indianapolis,  Indiana  46204

                                   Attention:    Jeffrey  K.  Lockhart,  Vice
President
                                   Telephone:    (317)  464-8320
                                   Telecopy:        (317)  464-8301
                                   E-Mail:         ___________________________

<PAGE>
                             SCHEDULE OF EXHIBITS


Exhibit  "A"                    -                    Borrowing  Notice


Exhibit  "B"                    -                    Promissory  Note


Exhibit "C"          -          Application for Swing Line Loan and Compliance
Certificate


Exhibit  "D"                    -                    Swing  Loan  Note


Exhibit  "E"                    -                    Guaranty  Agreement


Exhibit  "F"                    -                    Compliance  Certificate


Exhibit  "G"                    -                    Current Subsidiary Letter


Exhibit  "H"                    -                    Assignment  Agreement


<PAGE>
                                  SCHEDULES


Schedule  5.7                    -                    Litigation


Schedule  5.8                    -                    Subsidiaries


Schedule  6.10          -                    Debt


Schedule    6.11          -                    Loans,  Advances,  Investments


Schedule    6.12          -                    Liens


Schedule    6.13          -                    Guaranties

























          BORROWING  NOTICE


TO:                    Bank  One,  Indiana,  NA  (as  "Agent")
FROM:          Crossmann  Communities,  Inc.  (the  "Borrower")
RE:                    $80,000,000  Revolving  Credit
          Requests  for  Advances  and  Repayments
DATE:          _________________________


     This  Borrowing  Notice (the "Notice") is delivered to the Agent pursuant
to Section 2.8 of that certain Credit Agreement among the Borrower, the Agent,
and  the  Lenders  parties  thereto dated as of April 1, 1999.  All terms used
herein  with  their  initial  letters  capitalized  are used as defined in the
Credit  Agreement  unless  otherwise  defined  herein.

     The  Borrower  hereby  requests  the  Lenders  to:

     I.          _____          Make  the  following  advance(s):

               _____          Floating  Rate  Advance.
                    Amount  to  be  advanced:  $_____________.

               _____          Eurodollar  Advance(s).
                    Interest  Period(s):  _____  months  (select 1, 2, 3, or 6
months).
                    Amount(s):  $____________.

     II.          _____          Make  the  following  Conversion(s):

               1.          Floating  Rate  Advance(s)  in  the  amount(s)  of
$____________  should  be  converted  to  Eurodollar  Advance(s) with Interest
Period(s)  of  _____  months  (select  1,  2,  3,  or  6  months).

               2.      Eurodollar Advance(s) maturing on ____________________,
in  the  amount(s)  of  $____________  should  be  converted  to:

                    (i)          a  Floating  Rate  Advance  in  the amount of
                         $____________;  or

                    (ii)          a  Eurodollar  Advance  (or  Advances)  with
                         the  following  details:

                         Interest  Period(s):  _____  select  (1,  2,  3, or 6
months).
                         Amount(s):  $_____________.

     III.          _____          Make  the  following  Repayments:

               1.          Floating  Rate  Advance:
                         Amount  to  be  repaid  $____________.
                         Effective  date  of  repayment  ___________________.

               2.          Eurodollar  Advances:
                         Maturing  ____________________.
                         Amount  to  be  repaid:  $____________.

     The undersigned officer of the Borrower certifies and acknowledges that :

     (a)          Each  of the representations and warranties contained in the
Credit  Agreement, as originally stated or as modified in writing from time to
time  by the Borrower, are true and correct in all material respects on and as
of  the  date  hereof  to the same extent as though made on and as of the date
hereof;

     (b)          No  event  has  occurred  and is continuing under the Credit
Agreement,  or  will  result  from  the  disbursement  of  the  Revolving Loan
requested  pursuant  to  this  Request,  which  would  constitute  Default  or
Unmatured  Default;

     (c)     The Borrower has performed all of its obligations in all material
respects  and  has satisfied all conditions specified in the Credit Agreement;

     (d)       Borrower's Total Debt is not greater than the Borrowing Base as
of  the  date  hereof;

     (e)       No injunction or other restraining order has been issued and no
hearing  to  cause  an  injunction  or other restraining order to be issued is
pending  or  noticed with respect to any action, suit or proceeding seeking to
enjoin  or  otherwise  prevent the consummation of the Credit Agreement or the
making  of  the  Revolving  Loan  thereunder;  and

     (f)       No material adverse change has occurred in the condition of the
Borrower  or  any  consolidated  Subsidiary, financial or otherwise, or in the
earnings,  affairs,  or business prospects of the Borrower or any consolidated
Subsidiary,  since  the  date  of  the  Credit  Agreement.

     Dated: ________________________          ________________________________

                                        ________________________________
                                             (Printed  name  and  title)

                                        of  CROSSMANN  COMMUNITIES,  INC.,  an
Indiana  corporation
          PROMISSORY  NOTE
                               (REVOLVING LOAN)

                                             Indianapolis,  Indiana
$                                                        Dated: April 1, 1999
                                             Final  Maturity:  March  31, 2002

     On  or  before  March 31, 2002 ("Final Maturity"), CROSSMANN COMMUNITIES,
INC.,  an  Indiana  corporation  (the "Maker") promises to pay to the order of
___________________________,   a(n) __________________________ (the "Bank") at
the  principal office of BANK ONE, INDIANA, NA, a national banking association
(the  "Agent") in Indianapolis, Indiana, the principal sum of Dollars ($) or
so much of the principal amount of the Loan represented by this Note as may be
disbursed by the Bank 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
Bank  under a Credit Agreement dated the date of this Note entered into by and
among  the Maker, the Bank, 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 Bank 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 Bank 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  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:                                        
    Jennifer  A.  Holihen,  Chief  Financial Officer, Treasurer and Secretary















APPLICATION  FOR  SWING  LINE  LOAN  AND  COMPLIANCE  CERTIFICATE


TO:                    Bank  One,  Indiana,  NA  (the  "Agent")
FROM:          Crossmann  Communities,  Inc.  (the  "Borrower")
RE:                    $10,000,000  Swing  Line  Loan
          Requests  for  Advances  and  Repayments
DATE:          _________________________


     This  Application  for  Swing  Line  Loan  and  Compliance Certificate is
delivered  to  the  Agent  pursuant  to  Section  2.23  of that certain Credit
Agreement among the Borrower, the Agent, and the Lenders parties thereto dated
as  of  April  1,  1999.    All  terms  used herein with their initial letters
capitalized  are  used  as  defined  in  the Credit Agreement unless otherwise
defined  herein.

     The  Borrower  hereby  requests to Bank One, Indiana, NA (the "Swing Line
Bank")  to:

     I.          _____          Make  the  following  Swing  Line  Loan:

               Amount  to  be  advanced:  $_____________.


     II.          _____          Make  the  following  Conversion(s):

               1.         Swing Line Loan(s) in the amount(s) of $____________
should  be converted to Eurodollar Advance(s) with Interest Period(s) of _____
months  (select  1,  2,  3,  or  6  months).

               2.      Eurodollar Advance(s) maturing on ____________________,
in  the amount(s) of $____________ should be converted to a Swing Line Loan in
the  amount  of  $_____________________.


     III.          _____          Make  the  following  Repayments:

               Amount  to  be  repaid  $____________.


     The undersigned officer of the Borrower certifies and acknowledges that :

     (a)          Each  of the representations and warranties contained in the
Credit  Agreement, as originally stated or as modified in writing from time to
time  by the Borrower, are true and correct in all material respects on and as
of  the  date  hereof  to the same extent as though made on and as of the date
hereof;

     (b)          No  event  has  occurred  and is continuing under the Credit
Agreement,  or  will  result  from  the  disbursement  of  the Swing Line Loan
requested  pursuant  to  this  request,  which  would  constitute  Default  or
Unmatured  Default;

     (c)     The Borrower has performed all of its obligations in all material
respects  and  has satisfied all conditions specified in the Credit Agreement;

     (d)       Borrower's Total Debt is not greater than the Borrowing Base as
of  the  date  hereof;

     (e)       No injunction or other restraining order has been issued and no
hearing  to  cause  an  injunction  or other restraining order to be issued is
pending  or  noticed with respect to any action, suit or proceeding seeking to
enjoin  or  otherwise  prevent the consummation of the Credit Agreement or the
making  of  the  Swing  Line  Loan  thereunder;  and

     (f)       No material adverse change has occurred in the condition of the
Borrower  or  any  consolidated  Subsidiary, financial or otherwise, or in the
earnings,  affairs,  or business prospects of the Borrower or any consolidated
Subsidiary,  since  the  date  of  the  Credit  Agreement.


     Dated: ________________________          ________________________________

                                        ________________________________
                                             (Printed  name  and  title)

                                        of  CROSSMANN  COMMUNITIES,  INC.,  an
Indiana  corporation















          PROMISSORY  NOTE
                              (SWING LINE LOAN)

                                             Indianapolis,  Indiana
$10,000,000.00                                            Dated: April 1, 1999
                                             Final  Maturity:   March 31, 2002

     On  or  before  March 31, 2002 ("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 "Bank") at the
principal  office  of  the Bank at Indianapolis, Indiana, the principal sum of
Ten  Million  and  00/100 Dollars ($10,000,000.00) or so much of the principal
amount  of  the  Loan represented by this Note as may be disbursed by the Bank
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
Bank  under a Credit Agreement dated the date of this Note and entered into by
and  among  the  Maker,  Bank  One, Indiana, NA as Agent and individually as a
Lender, and the other Lenders from time to time party 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  "Swing  Line 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 Bank 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 of when due, then the Bank 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 first to expenses
of  collection,  next to any late payment fees which are due and payable, next
to  interest which is due and payable, and only after satisfaction of all such
expenses,  fees  and  interest,  to  principal.

     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  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:                                        
    Jennifer  A.  Holihen,  Chief Financial Officer, Treasurer and Secretary






          GUARANTY  AGREEMENT


     This  undertaking  and  agreement  (this  "Guaranty")  is  made by, a(n)
_______________________  (the "Guarantor"), in favor of BANK ONE, INDIANA, NA,
a  national  banking  association, in its capacity as Agent  (the "Agent") for
the  ratable  benefit  of the Lenders ("Lenders") from time to time parties to
that  certain  Credit  Agreement described below in consideration of the loans
and  other  credit facilities described in this Guaranty made or to be made to
or  on  behalf  of  CROSSMANN  COMMUNITIES,  INC., an Indiana corporation (the
"Borrower")  by  the  Lenders under the Credit Agreement.  This Guaranty is on
the  following  terms:


     1.          BACKGROUND  OF  THIS  GUARANTY -- CERTAIN DEFINITIONS.  The
Lenders,  the  Agent, and the Borrower are parties to a Credit Agreement dated
the  date  of  this  Guaranty  (as  may  be amended, collectively, the "Credit
Agreement")  under  the  terms  of  which  the Lenders have agreed to extend a
revolving  line  of  credit  (referred  to  in  the  Credit  Agreement  as the
"Revolving Loan") to the Borrower, to issue letters of credit (the "Letters of
Credit")  for  the  account of the Borrower, and to whom Bank One, Indiana, NA
has  agreed individually to extend a revolving line of credit (the "Swing Line
Loan"),  subject to the fulfillment of certain conditions, one of which is the
execution  and  delivery  by the Guarantor of this Guaranty.  This Guaranty is
made by the Guarantor in consideration of the agreement of the Lenders to make
the  Revolving Loan (the "Loan"), to issue the Letters of Credit, and for Bank
One,  Indiana,  NA  to  make  the  Swing Line Loan..  In addition to the terms
"Revolving  Loan,"  "Loan,"  "Letters  of  Credit," and "Swing Line Loan," the
terms  "Advances,"  "Aggregate  Commitment,"  "Facility  Termination Date" and
"Loan Document" are used in this Guaranty as defined in the Credit Agreement. 
The  term  "Obligations" as used in this Guaranty means all of the obligations
of  the  Borrower  in  favor  of  the Agent and the  Lenders of every type and
description, direct or indirect, absolute or contingent, due or to become due,
now existing or hereafter arising, including but not limited to the Borrower's
obligation  to  repay the principal of, interest on and expenses of collection
of  the  Revolving  Loan  and  the  Swing  Line Loan as provided in the Credit
Agreement  and  the  other  Loan  Documents,  including any Advances under the
Revolving  Loan  or Swing Line Loan made after this date and after the initial
Facility  Termination  Date  pursuant  to  any  extension or extensions of the
Facility  Termination  Date,  to  reimburse  the Lenders for all drawings made
under the  Letters of Credit and to pay all fees associated therewith, and all
other  obligations  incurred pursuant to the terms of the Credit Agreement and
any  other  Loan  Document including any obligations arising on account of any
amendment to or extension of the Credit Agreement or any other Loan Document. 
The  term  "Default"  means  a  "Default"  as defined in the Credit Agreement.


     2.          THE  GUARANTY. The Guarantor guarantees the full and prompt
payment  of  all of the Obligations when due, whether at scheduled maturity or
at  maturity by virtue of acceleration on account of a Default.  The Guarantor
further  agrees  to  pay  to  the  Lenders  an  amount  equal to all expenses,
including  reasonable  attorneys'  fees, paid or incurred by the Lenders after
Default  in  endeavoring  to enforce this Guaranty.  Notwithstanding any other
provision  of  this  Guaranty,  the  Guarantor's  liability hereunder shall be
limited  to  the  lesser  of  the following amounts minus, in either case, One
Dollar  ($1.00):

     a.        the lowest amount which would render this Guaranty a fraudulent
transfer  under  Section  548  of  the Bankruptcy Code of 1978, as amended, or

     b.     if this Guaranty is subject to the Uniform Fraudulent Transfer Act
(the  "UFTA")  or  the  Uniform  Fraudulent Conveyance Act (the "UFCA") or any
similar  or  analogous  statute  or  rule of law, then the lowest amount which
would  render  this Guaranty a fraudulent conveyance under the UFTA, the UFCA,
or  any  such  similar  or  analogous  statute  or  rule  of  law.

The  amount of the limitation imposed upon the Guarantor's liability under the
terms of the preceding sentence shall be subject to redetermination as of each
date  a  "transfer"  is  deemed  to have been made on account of this Guaranty
under  applicable law.  The Guarantor acknowledges that information concerning
the  Guarantor's financial condition is under the control of the Guarantor and
is  more  readily available to the Guarantor than to the Lenders, and for that
reason the Guarantor agrees that should the Guarantor claim that the amount of
its  liability  under  this  Guaranty  is  less  than  the  full amount of the
Obligations  because  of  the provisions of this paragraph, then the burden of
proving  the  facts  which  would  result in such limitation shall be upon the
Guarantor.


     3.        FINANCIAL INFORMATION.  As long as this Guaranty is in effect
the  Guarantor  shall  furnish  to  the  Lenders  the  following:

     a.     Annual Statements.  As soon as available and in any event within
120  days  after  the  close  of  each  fiscal  year,  the  consolidated  and
consolidating  financial  statements  of  the  Guarantor for such fiscal year,
which  may  the  financial  statements required under Article VI of the Credit
Agreement,    prepared  and  presented  in  accordance with generally accepted
accounting  principles,  in  each  case  setting  forth  in  comparative  form
corresponding  figures  for the preceding fiscal year, together with the audit
report,  unqualified  as to scope, of independent certified public accountants
approved  by  the  Lenders, which approval shall not be unreasonably withheld.

     b.       Certificates Regarding Solvency.  At such times as the Lenders
may  reasonably  require,  a  "Certificate  Regarding  Solvency"  in  the form
attached  "Annex."

     c.          Other  Information.  Such other information relating to the
financial  condition  of  the Guarantor as the Lenders may reasonably require.

Each  set  of  annual  financial  statements  required  to be delivered by the
Guarantor to the Lenders shall be accompanied by the written representation of
the  chief  financial  officer of the Guarantor that such financial statements
have been prepared in accordance with generally accepted accounting principles
(except that the interim statements need not include a statement of cash flows
and  footnotes  and need not reflect adjustments normally made at year end, if
such  adjustments  are  not material in amount), consistently applied, (except
for  changes in which the independent accountants of the Guarantor concur) and
present  fairly the financial position of the Guarantor and the results of its
operation  as  of the dates of such statements and for the fiscal periods then
ended.

     4.      REPRESENTATIONS, WARRANTIES AND COVENANTS IN CREDIT AGREEMENT. 
To induce the Lenders to accept this Guaranty, the Guarantor makes each of the
representations  and warranties stated in Article V of the Credit Agreement to
the  Lenders,  to  the  extent  that  each  such  representation and each such
warranty refers to a Current Subsidiary (as such term is defined in the Credit
Agreement).    The  Guarantor  also  agrees  to  strictly  observe each of the
covenants  stated  in  Section  VI of the Credit Agreement, to the extent that
each  such  covenant  is  to  be  observed by a Current Subsidiary, unless the
Lenders  and  the Agent shall otherwise expressly consent in writing.  Each of
such  representations  and  warranties  and  covenants  stated  in  the Credit
Agreement  shall  be incorporated by reference herein and shall be made a part
of  this  Guaranty.


     5.      GUARANTY ABSOLUTE.  This Guaranty shall be absolute, continuing
and  unconditional,  irrespective  of  the  irregularity,  invalidity  or
unenforceability  of  any  other  Loan  Document  and shall not be affected or
impaired  by any failure, negligence or omission on the part of the Lenders to
realize  upon  and  protect  any  collateral for any of the Obligations.  This
Guaranty  shall  remain  in full force and effect until all of the Obligations
have been satisfied in full and the Commitment of the Lenders to make Advances
under  the  Revolving  Loan  and  the  Swing Line Loan and to issue Letters of
Credit  has expired.  The Lenders may from time to time, without notice to the
Guarantor and without affecting the Guarantor's liability under this Guaranty:

     a.        obtain a security interest in any property to secure any of the
Obligations;

     b.      obtain the primary or secondary liability of any party or parties
in  addition  to  the  Borrower  and  the Guarantor with respect to any of the
Obligations;

     c.     extend or renew any of the Obligations for any period beyond their
original  due  dates;

     d.      release or compromise the liability of any other party or parties
which  are  now  or  may hereafter become primarily or secondarily liable with
respect  to  any  of  the  Obligations;

     e.         release any security interest which the Lenders now has or may
hereafter  obtain  in  any property securing any of the Obligations and permit
any  substitution  or  exchange  of  any  such  property;

     f.          proceed against the Guarantor for payment of the Obligations,
whether or not the Lenders shall have resorted to any property securing any of
the  Obligations  or  shall  have  proceeded against the Borrower or any other
party  primarily or secondarily liable with respect to any of the Obligations;

     g.       amend the terms of the Credit Agreement from time to time in any
particulars,  or

     h.        extend loans and other credit accommodations to the Borrower in
addition  to  the  Revolving  Loan,  the  Swing  Line Loan, and the Letters of
Credit,  and  increase  the  maximum  amount which may be lent to the Borrower
under  the  Revolving  Loan  or  the  Swing  Line  Loan.


     6.      ASSIGNMENT AND PARTICIPATIONS.  The Lenders may, without notice
to  the Borrower or the Guarantor, sell or otherwise assign all or any portion
of  the  Obligations and any participations therein, all pursuant to the terms
and  provisions of the Credit Agreement, and upon any such sale or assignment,
the  transferee shall have the right to enforce this Guaranty to the extent of
the  transferee's  interest  directly against the Guarantor as fully as if the
transferee  were  specifically  named  in  the  Guaranty as the holder of such
interest,  but  the  Lenders  shall  have the unimpaired right to enforce this
Guaranty for the benefit of the Lenders and for the benefit of any participant
in  respect  of  whose  participation  the  Lenders  has  retained such right.


     7.     SUBROGATION WAIVER.   In order to induce the Lenders to make the
Revolving  Loan  and  Swing  Line  Loan and to issue Letters of Credit for the
account  of  the  Borrower,    in  reliance,  in  part,  upon  this  Guaranty,
notwithstanding  the  fact  that the Guarantor is an "insider" with respect to
the  Borrower,  as  the  term "insider" is defined in the Bankruptcy Code, the
Guarantor  waives  for itself, its legal representatives and assigns any right
of  indemnity,  reimbursement  or  contribution from the Borrower or any other
person obligated with respect to any of the Obligations (any such other person
being  referred  to hereafter in this paragraph as a "Co-Obligor") or from the
property  of  the  Borrower  or  from  the property of any Co-Obligor, and the
Guarantor further waives any right of subrogation to the rights of the Lenders
or  the  Agent  against  the Borrower or any Co-Obligor or the property of the
Borrower  or  any  Co-Obligor  which  would  otherwise  arise by virtue of any
payment  made  by  the  Guarantor  to the Lenders on account of this Guaranty,
whether  any  such  right  of  indemnity,  reimbursement,  contribution  or
subrogation  would  otherwise  arise by virtue of contract, whether express or
implied,  with  any  person or as a matter of law or equity, and the Guarantor
undertakes  on  behalf  of  itself, its legal representatives and assigns that
neither  the  Guarantor  nor  the Guarantor's legal representatives or assigns
will  attempt  to exercise or accept the benefits of any such right and should
the  Guarantor  or the Guarantor's legal representative or assigns receive any
payment  or  distribution  of money or other property on account of such right
notwithstanding the provisions of this paragraph, such money or other property
shall  be  held  in  trust  by the recipient for the Lenders and the Agent and
shall immediately be delivered to the Agent for application to the Obligations
in  the  same form as received, with the addition only of such endorsements or
assignments  as  may  be  necessary  to perfect the title of the Agent and the
Lenders  thereto.


     8.          OTHER  WAIVERS.    The Guarantor waives:  (i) notice of the
acceptance  of this Guaranty, (ii) notice of the existence and creation of all
or  any  of  the  Obligations,  (iii)  notice  of  nonpayment  of  any  of the
Obligations and (iv) diligence by the Lenders in collection of the Obligations
and  the protection of or realization upon any collateral for the Obligations.


     9.     REINSTATEMENT.  If any amount which is paid to the Agent or the 
Lenders  by  the Borrower or any other party and which is applied by the Agent
or  the  Lenders to the satisfaction of any of the Obligations, is returned by
the  Agent  or the Lenders to the Borrower or such other party or a trustee in
Bankruptcy  or  other legal representative of the Borrower or such other party
by virtue of a claim that such payment constituted a voidable preference under
the  Bankruptcy Code or under any state insolvency law, whether such amount is
returned  under  court  order  or  pursuant  to  settlement  of  the  claim of
preference, then this Guaranty shall be reinstated as to such amount as though
such  payment  to  the  Agent  or  the  Lenders  had  never  been  made  and
notwithstanding  any  intervening  return or cancellation of any note or other
instrument  or  agreement  evidencing  the  reinstated  Obligations.


     10.          MISCELLANEOUS.    This  Guaranty shall be binding upon the
Guarantor, upon the Guarantor's legal representatives, successors and assigns.
 If  any  provision  of  this  Guaranty  is  determined  to  be  illegal  or
unenforceable, such provision shall be deemed to be severable from the balance
of  the  provisions  of  this  Guaranty  and the remaining provisions shall be
enforceable  in  accordance  with  their  terms.


     11.          CHOICE  OF  LAW.   This Guaranty 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.


     12.         AUTHORITY.  In order to induce the Agent and the Lenders to
accept  this  Guaranty  and  to  make  the Loan to the Borrower, the Guarantor
represents and warrants to the Agent and the  Lenders that:  (i) the Guarantor
is a[ corporation][limited liability company][partnership] organized, existing
and  in  good  standing  under  the  laws of the State of; (ii) execution and
delivery  of this Guaranty are within the Guarantor's [corporate] powers, have
been  duly  authorized by all necessary corporate action and do not contravene
or  conflict with any provision of law or of the [Articles of Incorporation or
By-laws][Articles  of  Organization  or  Operating  Agreement][Partnership
Agreement  or Certificate of Partnership] of the Guarantor or of any agreement
binding  upon  the Guarantor or its properties, and (iii) this Guaranty is the
legal,  valid and binding obligation of the Guarantor, enforceable against the
Guarantor  in  accordance  with  its  terms.


     13.          GOVERNING LAW -- JURISDICTION.  Except as may otherwise be
expressly  provided  in  any other Loan Document, this Agreement and all other
Loan  Documents  are  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.

     14.          CONSENT TO JURISDICTION.  THE GUARANTOR HEREBY IRREVOCABLY
SUBMITS  TO  THE  NONEXCLUSIVE  JURISDICTION  OF  ANY UNITED STATES FEDERAL OR
INDIANA  STATE  COURT  SITTING  IN  MARION  COUNTY,  INDIANA  IN ANY ACTION OR
PROCEEDING  ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND THE GUARANTOR
HEREBY  IRREVOCABLY  AGREES  THAT  ALL  CLAIMS  IN  RESPECT  OF SUCH ACTION OR
PROCEEDING  MAY  BE  HEARD  AND  DETERMINED  IN ANY SUCH COURT AND IRREVOCABLY
WAIVES  ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH
SUIT,  ACTION  OR  PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN
INCONVENIENT  FORUM.  NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT OR ANY
LENDER  TO  BRING PROCEEDINGS AGAINST THE GUARANTOR IN THE COURTS OF ANY OTHER
JURISDICTION.    ANY JUDICIAL PROCEEDING BY THE GUARANTOR AGAINST THE AGENT OR
ANY  LENDER OR ANY AFFILIATE OF THE AGENT OR ANY LENDER INVOLVING, DIRECTLY OR
INDIRECTLY,  ANY  MATTER  IN  ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED
WITH  ANY  LOAN  DOCUMENT  SHALL  BE BROUGHT ONLY IN A COURT IN MARION COUNTY,
INDIANA.

     15.     WAIVER OF JURY TRIAL.  THE GUARANTOR, THE AGENT AND EACH LENDER
HEREBY  WAIVE  TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR
INDIRECTLY,  ANY  MATTER  (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN
ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE
RELATIONSHIP  ESTABLISHED  THEREUNDER.



     Dated  as  of  April  1,  1999.


                                                                      (Name of
Guarantor)


                                   By:

 (Printed  name  and  title  or  capacity)

                                   Address:        ___________________________
                                             ___________________________
                                             __________________________


STATE  OF  _____________          )
                    )    SS:
COUNTY  OF  ___________          )

Before  me  the undersigned, a Notary Public in and for said County and State,
personally  appeared,  the  of,  a(n),  who  as  such  authorized  officer
acknowledged  the  execution  of the foregoing Guaranty Agreement on behalf of
said    this  day  of  April,  1999.


 Notary  Public


          (Printed  Name)

My  Commission  Expires:________________

County  of  Residence:________________



<PAGE>
                                   ANNEX



                        CERTIFICATE REGARDING SOLVENCY


     ,  a(n)  _____________________ (the "Guarantor"), by its duly authorized
officer,  makes  the  following  representations  to  BANK ONE, INDIANA, NA, a
national  banking  association, in its capacity as agent (the "Agent") for the
Lenders  (the  "Lenders")  from  time  to  time parties to that certain Credit
Agreement  identified  below,  and  acknowledges that the Agent is entitled to
rely  and will rely upon these representations, in providing certain financial
accommodations  to  CROSSMANN  COMMUNITIES,  INC., an Indiana corporation (the
"Borrower"),  pursuant to a certain Credit Agreement entered into by and among
the  Agent,  the  Borrower,  and the Lenders  dated April 1, 1999 (the "Credit
Agreement").

1.     The assets of the Guarantor at a "fair valuation" within the meaning of
the  Bankruptcy Code of 1978, as amended, (the "Code") are worth approximately
$as  of  this  date.

2.          The  liabilities  of  the  Guarantor, including without limitation
contingent  liabilities  to  the  extent  appropriate  for  consideration  in
determining  whether  the  Guarantor is "insolvent", within the meaning of the
Code,  but  excluding  the Guarantor's contingent liability under the Guaranty
Agreement  (the  "Guaranty")  required  to be given by the Guarantor under the
terms  of the Credit Agreement, total approximately $ as of, 19, the end of
the  last  fiscal  quarter  of  the  Guarantor.

3.        The Guarantor is not insolvent within the meaning of the Code, after
taking  into  account  its  contingent  liability  under  the  Guaranty.

4.      After taking into account its contingent liability under the Guaranty,
the  Guarantor  has  sufficient  capital  for the operation of its business as
presently  conducted  and  at  the  level  of  operations contemplated for the
foreseeable  future.    The  minimum amount of capital required to support the
Guarantor's  operations at the level planned for the foreseeable future is $.

5.       The Guarantor is currently paying its debts as they become due in the
ordinary  course  of  its  business.  After taking into account its contingent
liability  under  the Guaranty, the Guarantor believes that it will be able to
continue  to  pay  its  debts as they become due in the ordinary course of its
business.

Dated  as  of,  199.






                                   By:

      (printed  name  and  title)











          COMPLIANCE  CERTIFICATE



To:          The  Lenders  parties  to  the
     Credit  Agreement  Described  Below

     This  Compliance Certificate is furnished pursuant to that certain Credit
Agreement dated as of April 1, 1999 (as amended, modified, renewed or extended
from time to time, the "Agreement"), among the CROSSMANN COMMUNITIES, INC., an
Indiana  corporation (the "Borrower"), the lenders party thereto and BANK ONE,
INDIANA, NA, a national banking association, as Agent for the Lenders.  Unless
otherwise  defined  herein,  capitalized  terms  used  in  this  Compliance
Certificate  have  the  meanings  ascribed  thereto  in  the  Agreement.

     THE  UNDERSIGNED  HEREBY  CERTIFIES  THAT:

     1.    I  am  the  duly  elected  Chief  Financial  Officer, Treasurer and
Secretary  of  the  Borrower;
     2.    I have reviewed the terms of the Agreement and I have made, or have
caused  to be made under my supervision, a detailed review of the transactions
and  conditions  of  the  Borrower  and its Subsidiaries during the accounting
period  covered  by  the  attached  financial  statements;

     3.    The  examinations  described in paragraph 2 did not disclose, and I
have  no  knowledge  of,  the  existence  of  any  condition  or  event  which
constitutes  a  Default  or  Unmatured  Default  during  or  at the end of the
accounting  period  covered  by the attached financial statements or as of the
date  of  this  Certificate,  except  as  set  forth  below;  and

     4.  Schedule I attached hereto sets forth financial data and computations
evidencing  the Borrower's compliance with certain covenants of the Agreement,
all  of  which  data  and  computations  are  true,  complete  and  correct.

     **[5.  Schedule  II  hereto  sets forth the determination of the interest
rates  to  be paid for Advances and the commitment fee rates commencing on the
fifth  day  following  the  delivery  hereof.]**

     **[6.  Schedule  III  attached  hereto sets forth the various reports and
deliveries  which  are  required  at this time under the Credit Agreement, the
Security  Agreement  and  the  other  Loan  Documents  and  the  status  of
compliance.]**

     Described below are the exceptions, if any, to paragraph 3 by listing, in
detail,  the  nature of the condition or event, the period during which it has
existed and the action which the Borrower has taken, is taking, or proposes to
take  with  respect  to  each  such  condition  or  event:




           .

     The foregoing certifications, together with the computations set forth in
Schedule I **[and Schedule II]** hereto and the financial statements delivered
with this Certificate in support hereof, are made and delivered as of this 1st
day  of  April  1,  1999.





                                   CROSSMANN  COMMUNITIES,  INC.,  an  Indiana
corporation



                                   By:         _______________________________
                                        Jennifer  A.  Holihen, Chief Financial
Officer,  Treasurer  and  Secretary



<PAGE>
                     SCHEDULE I TO COMPLIANCE CERTIFICATE

                    Compliance as of _________, ____ with
                      Provisions of ______ and ______ of
                                the Agreement


<PAGE>
                    SCHEDULE II TO COMPLIANCE CERTIFICATE

                   Borrower's Applicable Spread Calculation



<PAGE>
                    SCHEDULE III TO COMPLIANCE CERTIFICATE

                     Reports and Deliveries Currently Due






















COMPLIANCE  CERTIFICATE



To:          The  Lenders  parties  to  the
     Credit  Agreement  Described  Below

     This  Compliance Certificate is furnished pursuant to that certain Credit
Agreement dated as of April 1, 1999 (as amended, modified, renewed or extended
from time to time, the "Agreement"), among the CROSSMANN COMMUNITIES, INC., an
Indiana  corporation (the "Borrower"), the lenders party thereto and BANK ONE,
INDIANA, NA, a national banking association, as Agent for the Lenders.  Unless
otherwise  defined  herein,  capitalized  terms  used  in  this  Compliance
Certificate  have  the  meanings  ascribed  thereto  in  the  Agreement.

     THE  UNDERSIGNED  HEREBY  CERTIFIES  THAT:

     1.    I  am  the  duly  elected  Chief  Financial  Officer, Treasurer and
Secretary  of  the  Borrower;

     2.    I have reviewed the terms of the Agreement and I have made, or have
caused  to be made under my supervision, a detailed review of the transactions
and  conditions  of  the  Borrower  and its Subsidiaries during the accounting
period  covered  by  the  attached  financial  statements;

     3.    The  examinations  described in paragraph 2 did not disclose, and I
have  no  knowledge  of,  the  existence  of  any  condition  or  event  which
constitutes  a  Default  or  Unmatured  Default  during  or  at the end of the
accounting  period  covered  by the attached financial statements or as of the
date  of  this  Certificate,  except  as  set  forth  below;  and

     4.  Schedule I attached hereto sets forth financial data and computations
evidencing  the Borrower's compliance with certain covenants of the Agreement,
all  of  which  data  and  computations  are  true,  complete  and  correct.

     **[5.  Schedule  II  hereto  sets forth the determination of the interest
rates  to  be paid for Advances and the commitment fee rates commencing on the
fifth  day  following  the  delivery  hereof.]**

     **[6.  Schedule  III  attached  hereto sets forth the various reports and
deliveries  which  are  required  at this time under the Credit Agreement, the
Security  Agreement  and  the  other  Loan  Documents  and  the  status  of
compliance.]**

     Described below are the exceptions, if any, to paragraph 3 by listing, in
detail,  the  nature of the condition or event, the period during which it has
existed and the action which the Borrower has taken, is taking, or proposes to
take  with  respect  to  each  such  condition  or  event:




           .

     The foregoing certifications, together with the computations set forth in
Schedule I **[and Schedule II]** hereto and the financial statements delivered
with this Certificate in support hereof, are made and delivered as of this 1st
day  of  April  1,  1999.





                                   CROSSMANN  COMMUNITIES,  INC.,  an  Indiana
corporation



                                   By:         _______________________________
                                        Jennifer  A.  Holihen, Chief Financial
Officer,  Treasurer  and  Secretary



<PAGE>
                     SCHEDULE I TO COMPLIANCE CERTIFICATE

                    Compliance as of _________, ____ with
                      Provisions of ______ and ______ of
                                the Agreement


<PAGE>
                    SCHEDULE II TO COMPLIANCE CERTIFICATE

                   Borrower's Applicable Spread Calculation



<PAGE>
                    SCHEDULE III TO COMPLIANCE CERTIFICATE

                     Reports and Deliveries Currently Due





















                                           _________________________, _______

BANK  ONE,  INDIANA,  NA,  as  Agent
One  Indiana  Square
14th  Floor
Mail  Suite  7025
Indianapolis,  Indiana    46266

Attention:    Manager,  Real  Estate  Department


     Re:          Credit  Agreement dated as of April 1, 1999, among Crossmann
Communities,  Inc.,  Bank  One,  Indiana,  NA, as Agent, and the lenders party
thereto  (the  "Credit  Agreement")


Gentlemen:

     Pursuant  to  Section  4.3  of  the above-referenced Credit Agreement, we
hereby  request  that  you  consent  to  the  addition  of
_______________________________,  a  __________________,    as  a  Current
Subsidiary  for  all purposes under the Credit Agreement.  Enclosed are all of
the  original executed documents required by Section 4.3 to add this entity as
a  Current  Subsidiary.

     Please signify your consent to adding ______________________________ as a
Current  Subsidiary  by  executing  this  letter  in the space provided below.


                              Sincerely,

                              CROSSMANN  COMMUNITIES,  INC.



                              By:          ___________________________

                                   ___________________________
                                         (Printed  name  and  title)



<PAGE>
     BANK  ONE,  INDIANA, NA, a national banking association, as Agent, by its
duly  authorized  officer,  hereby  consents  to  the  addition  of
_______________________ as a Current Subsidiary for all purposes of the Credit
Agreement.

     Dated  as  of  ______________________,  _______.


                              BANK  ONE,  INDIANA,  NA,  as  Agent


                              By:          ___________________________

                                   ___________________________
                                           (Printed  name  and  title)





















          ASSIGNMENT  AGREEMENT


     This  Assignment  Agreement  (this  "Assignment  Agreement")  between
________________  (the "Assignor") and ______________________ (the "Assignee")
is  dated  as  of  _____________, 19___.  The parties hereto agree as follows:

     1.      PRELIMINARY  STATEMENT.    The  Assignor is a party to a Credit
Agreement  (which,  as  it  may be amended, modified, renewed or extended from
time  to  time is herein called the "Credit Agreement") described in Item 1 of
Schedule  1 attached hereto ("Schedule 1").  Capitalized terms used herein and
not otherwise defined herein shall have the meanings attributed to them in the
Credit  Agreement.

     2.    ASSIGNMENT AND ASSUMPTION.  The Assignor hereby sells and assigns
to  the  Assignee,  and  the  Assignee  hereby  purchases and assumes from the
Assignor,  an  interest  in and to the Assignor's rights and obligations under
the  Credit  Agreement  and  the  other Loan Documents, such that after giving
effect  to  such assignment the Assignee shall have purchased pursuant to this
Assignment Agreement the percentage interest specified in Item 3 of Schedule 1
of  all  outstanding rights and obligations under the Credit Agreement and the
other  Loan  Documents relating to the facilities listed in Item 3 of Schedule
1.   The aggregate Commitment (or Loans, if the applicable Commitment has been
terminated)  purchased  by  the  Assignee  hereunder is set forth in Item 4 of
Schedule  1.

     3.     EFFECTIVE DATE.  The effective date of this Assignment Agreement
(the  "Effective  Date") shall be the later of the date specified in Item 5 of
Schedule  1  or two (2) Business Days (or such shorter period agreed to by the
Agent)  after  this  Assignment Agreement, together with any consents required
under  the  Credit Agreement, are delivered to the Agent. In no event will the
Effective  Date  occur  if the payments required to be made by the Assignee to
the  Assignor  on  the  Effective  Date are not made on the proposed Effective
Date.

     4.        PAYMENT  OBLIGATIONS.    In  consideration  for  the sale and
assignment  of  Loans  hereunder,  the Assignee shall pay the Assignor, on the
Effective Date, the amount agreed to by the Assignor and the Assignee.  On and
after  the  Effective Date, the Assignee shall be entitled to receive from the
Agent  all  payments  of  principal,  interest  and  fees  with respect to the
interest  assigned  hereby.   The Assignee will promptly remit to the Assignor
any  interest  on  Loans  and fees received from the Agent which relate to the
portion  of  the  Commitment  or  Loans assigned to the Assignee hereunder for
periods prior to the Effective Date and not previously paid by the Assignee to
the  Assignor.   In the event that either party hereto receives any payment to
which the other party hereto is entitled under this Assignment Agreement, then
the  party  receiving  such  amount shall promptly remit it to the other party
hereto.

     5.        RECORDATION FEE.  The Assignor and Assignee each agree to pay
one-half of the recordation fee required to be paid to the Agent in connection
with  this  Assignment  Agreement  unless  otherwise  specified  in  Item 6 of
Schedule  1.

     6.    REPRESENTATIONS  OF  THE  ASSIGNOR;  LIMITATIONS ON THE ASSIGNOR'S
LIABILITY.  The Assignor represents and warrants that (i) it is the legal and
beneficial  owner  of  the  interest being assigned by it hereunder, (ii) such
interest  is  free  and clear of any adverse claim created by the Assignor and
(iii)  the execution and delivery of this Assignment Agreement by the Assignor
is  duly  authorized.    It  is  understood and agreed that the assignment and
assumption  hereunder  are  made without recourse to the Assignor and that the
Assignor  makes  no  other  representation  or  warranty  of  any  kind to the
Assignee.  Neither the Assignor nor any of its officers, directors, employees,
agents  or attorneys shall be responsible for (i) the due execution, legality,
validity,  enforceability,  genuineness,  sufficiency or collectability of any
Loan  Document,  including without limitation, documents granting the Assignor
and  the  other  Lenders  a security interest in assets of the Borrower or any
guarantor,  (ii)  any  representation,  warranty  or  statement  made in or in
connection  with  any  of the Loan Documents, (iii) the financial condition or
creditworthiness  of the Borrower or any guarantor, (iv) the performance of or
compliance  with  any of the terms or provisions of any of the Loan Documents,
(v) inspecting any of the property, books or records of the Borrower, (vi) the
validity,  enforceability,  perfection,  priority,  condition,  value  or
sufficiency  of  any  collateral securing or purporting to secure the Loans or
(vii)  any  mistake, error of judgment, or action taken or omitted to be taken
in  connection  with  the  Loans  or  the  Loan  Documents.

     7.      REPRESENTATIONS AND UNDERTAKINGS OF THE ASSIGNEE.  The Assignee
(i)  confirms  that  it  has received a copy of the Credit Agreement, together
with  copies  of  the  financial statements requested by the Assignee and such
other  documents  and information as it has deemed appropriate to make its own
credit  analysis  and  decision  to enter into this Assignment Agreement, (ii)
agrees  that  it  will, independently and without reliance upon the Agent, the
Assignor or any other Lender and based on such documents and information at it
shall  deem appropriate at the time, continue to make its own credit decisions
in  taking  or  not taking action under the Loan Documents, (iii) appoints and
authorizes  the  Agent  to  take  such  action  as  agent on its behalf and to
exercise such powers under the Loan Documents as are delegated to the Agent by
the  terms  thereof,  together  with  such powers as are reasonably incidental
thereto,  (iv)  confirms  that  the  execution and delivery of this Assignment
Agreement  by the Assignee is duly authorized, (v) agrees that it will perform
in  accordance  with  their terms all of the obligations which by the terms of
the Loan Documents are required to be performed by it as a Lender, (vi) agrees
that  its payment instructions and notice instructions are as set forth in the
attachment  to  Schedule  1,  (vii)  confirms  that none of the funds, monies,
assets  or  other consideration being used to make the purchase and assumption
hereunder  are  "plan  assets"  as  defined  under  ERISA and that its rights,
benefits  and  interests  in  and  under  the Loan Documents will not be "plan
assets" under ERISA, (viii) agrees to indemnify and hold the Assignor harmless
against  all  losses,  costs  and  expenses  (including,  without  limitation,
reasonable  attorneys'  fees)  and  liabilities  incurred  by  the Assignor in
connection with or arising in any manner from the Assignee's nonperformance of
the  obligations  assumed  under  this  Assignment  Agreement,  and  (ix)  if
applicable,  attaches  the forms prescribed by the Internal Revenue Service of
the United States certifying that the Assignee is entitled to receive payments
under the Loan Documents without deduction or withholding of any United States
federal  income  taxes.


     8.       GOVERNING LAW.  This Assignment Agreement shall be governed by
the  internal  law,  and  not  the  law of conflicts, of the State of Indiana.

     9.     NOTICES.  Notices shall be given under this Assignment Agreement
in  the manner set forth in the Credit Agreement.  For the purpose hereof, the
addresses  of the parties hereto (until notice of a change is delivered) shall
be  the  address  set  forth  in  the  attachment  to  Schedule  1.
     10.     COUNTERPARTS; DELIVERY BY FACSIMILE.  This Assignment Agreement
may  be  executed  in  counterparts.  Transmission by facsimile of an executed
counterpart of this Assignment Agreement shall be deemed to constitute due and
sufficient  delivery of such counterpart and such facsimile shall be deemed to
be  an  original  counterpart  of  this  Assignment  Agreement.


     IN  WITNESS  WHEREOF,  the duly authorized officers of the parties hereto
have  executed  this Assignment Agreement by executing Schedule 1 hereto as of
the  date  first  above  written.


______________________________,  ("Assignor")


                                        By:        ___________________________

                                             __________________________
                                                 (Printed  name  and  title)






______________________________,  ("Assignee")


                                        By:        ___________________________

                                             __________________________
                                                 (Printed  name  and  title)




Agreed  and  Accepted:                         CROSSMANN COMMUNITIES, INC., an
Indiana  corporation


                                        By:        ___________________________

                                             __________________________
                                                 (Printed  name  and  title)



Agreed and Accepted:                         BANK ONE, INDIANA, NA, a national
banking  association,  as  Agent


                                        By:        ___________________________

                                             __________________________
                                                 (Printed  name  and  title)





<PAGE>
                                  SCHEDULE 1
                           TO ASSIGNMENT AGREEMENT

1.          Credit  Agreement  entered  into as of April 1, 1999, by and among
Crossmann  Communities,  Inc.,  an Indiana corporation, Bank One, Indiana, NA,
individually  and  as Lender, and the Lenders from time to time party thereto.

2.          Date  of  Assignment  Agreement:  ______________,  19___.

3.          Amounts  (As  of  Date  of  Item  2  above):

     a.       Assignee's percentage of Revolving Loan Facility purchased under
the  Assignment  Agreement  ____%.

     b.          Dollar  Amount of Revolving Loan Facility purchased under the
Assignment  Agreement  $_______.

4.     Assignee's Commitment (or Loans with respect to terminated Commitments)
purchased
     hereunder:  $___________.

5.          Proposed  Effective  Date:          ______________________
6.          Non-standard  Recordation  Fee
     Arrangement                                        N/A***
                              [Assignor/Assignee
                               to  pay  100%  of  fee]
                              [Fee  waived  by  Agent]

Accepted  and  Agreed:

[NAME  OF  ASSIGNOR]                                        [NAME OF ASSIGNEE]

By:          __________________________                    By:        
______________________________
Title:          __________________________                    Title:        
_______________________________







<PAGE>
               Attachment to SCHEDULE 1 to ASSIGNMENT AGREEMENT

                      ADMINISTRATIVE INFORMATION SHEET

        Attach Assignor's Administrative Information Sheet, which must
          include notice addresses for the Assignor and the Assignee
                          (Sample form shown below)

                            ASSIGNOR INFORMATION
CONTACT:

Name:          ___________________________          Telephone  No.:        
__________________
Fax  No.:          ___________________________          Telex  No.:           
_________________                                         Answerback:         
_____________________
PAYMENT  INFORMATION:

Name  &  ABA  #  of  Destination  Bank:        
__________________________________________
Account  Name  &  Number  for  Wire  Transfer:        
_____________________________________
                                   ___________________________________
Other  Instructions:        
____________________________________________________________

ADDRESS  FOR  NOTICES  FOR  ASSIGNOR:        
________________________________________________
                         _________________________________________________
                         _____________________________________________
                             ASSIGNEE INFORMATION
CREDIT  CONTACT:

Name:          ___________________________          Telephone  No.:        
__________________
Fax  No.:          ___________________________          Telex  No.:           
_________________                                         Answerback:         
_____________________
KEY  OPERATIONS  CONTACTS:

Booking  Installation:     _____________________     Booking Installation:    
__________________
Name:              _____________________     Name:          __________________
Telephone  No.:          _____________________          Telephone  No.:       
__________________
Fax  No.:                    _____________________          Fax  No.:         
__________________
Telex  No.:                    _____________________       Telex No.:         
___________________
Answerback:                    _____________________      Answerback:         
___________________

PAYMENT  INFORMATION:

Name  &  ABA  #  of  Destination  Bank:        
__________________________________________
Account  Name  &  Number  for  Wire  Transfer:        
_____________________________________
                                   ___________________________________
Other  Instructions:        
____________________________________________________________

ADDRESS  FOR  NOTICES  FOR  ASSIGNOR:        
________________________________________________
                         _________________________________________________
                         ________________________________________________