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  June  30,  1998.

[      ]  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
Exchange  Act  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  11,480,921  Common  shares  outstanding  as  of  August 14, 1998.






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

                                    INDEX

Part  I.  Financial  Information.

     Item  1.          Financial  Statements.

Consolidated  balance  sheets as of June 30, 1998 (unaudited) and December 31,
1997.

Consolidated  unaudited  statements  of income for the Three Months Ended June
30,  1998  and  1997,  and  for  the  Six Months ended June 30, 1998 and 1997.

Consolidated  unaudited statements of cash flows for the six months ended June
30,  1998  and  1997.

Notes  to consolidated unaudited financial statements for the six months ended
June  30,  1998  and  1997.

     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>

                                            JUNE 30, 1998    DECEMBER 31, 1997
                                            ---------------  ------------------
                                                (UNAUDITED)
                                            ---------------                    
ASSETS
  Cash and cash equivalents                 $    10,641,734  $        5,526,138
  Retainages                                      1,483,423             886,766
  Real estate inventories                       199,765,671         153,523,571
  Furniture and equipment, net                    3,730,513           3,310,345
  Investments in joint ventures                  15,341,969          12,354,474
  Goodwill, net                                  15,037,702           3,817,650
  Other assets                                    7,091,840           5,856,819
                                            ---------------  ------------------
Total assets                                $   253,092,852  $      185,275,763
                                            ===============  ==================


LIABILITIES AND SHAREHOLDERS' EQUITY
  Accounts payable and other liabilities    $    24,835,414  $       23,350,353
  Notes payable                                 101,011,994          51,122,431
                                            ---------------  ------------------
Total liabilities                               125,847,408          74,472,784

Commitments and contingencies

Shareholders' equity:
  Common shares                                  64,139,430          55,548,737
  Retained earnings                              63,106,014          55,254,242
                                            ---------------  ------------------
Total shareholders' equity                      127,245,444         110,802,979
                                            ---------------  ------------------
Total liabilities and shareholders' equity  $   253,092,852  $      185,275,763
                                            ===============  ==================
<FN>

See  accompanying  notes.
</TABLE>







<TABLE>

<CAPTION>

                                 CROSSMANN COMMUNITIES, INC.
                                       AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                  THREE  MONTHS  ENDED  JUNE  30,                    SIX MONTHS ENDED JUNE 30,


<S>                                   <C>           <C>           <C>            <C>

                                             1998          1997           1998           1997 
                                      ------------  ------------  -------------  -------------

Sales of residential real estate      $91,226,487   $69,538,866   $147,549,729   $116,360,129 
Cost of residential real estate sold   72,171,510    55,564,577    116,699,067     92,638,587 
                                      ------------  ------------  -------------  -------------
Gross profit                           19,054,977    13,974,289     30,850,662     23,721,542 

Selling, general and
 administrative                        10,876,479     7,588,432     18,734,943     13,941,742 
                                      ------------  ------------  -------------  -------------
Income from operations                  8,178,498     6,385,857     12,115,719      9,779,800 

Other income, net                         984,307       236,775      1,503,018        550,300 
Interest expense                         (398,267)     (303,630)      (614,383)      (589,250)
                                      ------------  ------------  -------------  -------------
                                          586,040       (66,855)       888,635        (38,950)
                                      ------------  ------------  -------------  -------------

Income before income taxes              8,764,538     6,319,002     13,004,354      9,740,850 
Income taxes                            3,461,949     2,578,739      5,152,582      3,947,470 
                                      ------------  ------------  -------------  -------------
Net income                            $ 5,302,589   $ 3,740,263   $  7,851,772   $  5,793,380 
                                      ============  ============  =============  =============

Weighted average number of
 common shares outstanding:
     Basic                             11,242,535     9,202,949     11,180,543      9,195,840 
     Diluted                           11,489,251     9,328,652     11,417,926      9,366,492 
                                      ============  ============  =============  =============
Net income per common share:
     Basic                            $       .47   $       .41   $        .70   $        .63 
     Diluted                          $       .46   $       .40   $        .69   $        .62 
                                      ============  ============  =============  =============

<FN>

See  accompanying  notes.
</TABLE>



<TABLE>

<CAPTION>

                              CROSSMANN COMMUNITIES, INC.
                                    AND SUBSIDIARIES

                   CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


<S>                                                   <C>               <C>

                                                      SIX MONTHS        SIX MONTHS
                                                      ENDED JUNE 30,    ENDED JUNE 30,
                                                      ----------------  ----------------
                                                                 1998              1997 
                                                      ----------------  ----------------
OPERATING ACTIVITIES:
Net Income                                            $     7,851,772   $     5,793,380 
Adjustments to reconcile net income to net cash
  flows from operating activities:
    Depreciation                                              307,050           318,097 
    Amortization                                              105,848            81,148 
    Gain on sale of equipment                                     -0-            (2,651)
    Cash provided (used) by changes in:
      Retainages                                             (596,657)         (362,950)
      Amounts due from related parties                         60,558             2,787 
      Real estate inventories                             (23,564,263)      (20,552,886)
      Other assets                                           (270,700)       (1,005,204)
      Accounts payable                                     (5,828,685)        3,742,955 
      Amounts due to related parties                              -0-               -0- 
      Accrued expenses and other liabilities                5,661,656          (194,415)
                                                      ----------------  ----------------
Net cash flows from operating activities                  (16,273,421)      (12,179,739)

INVESTING ACTIVITIES:
Purchases of furniture and equipment                         (380,795)         (398,425)
Proceeds from disposition of furniture and equipment              -0-             2,651 
Investments in joint ventures                              (2,987,495)       (1,547,860)
Business acquisitions                                      (9,669,888)          124,840 
                                                      ----------------  ----------------
Net cash used by investing activities                     (13,038,178)       (1,818,794)

FINANCING ACTIVITIES:
Proceeds from bank borrowing                               89,977,946        64,000,644 
Principal payments on bank borrowing                     (105,847,000)      (49,663,000)
Proceeds from issue of senior notes                        50,000,000               -0- 
Payments on notes and long-term debt                              -0-           361,611 
Proceeds from sale of common shares                           296,249           225,500 
                                                      ----------------  ----------------
Net cash provided by financing activities                  34,427,195        13,998,533 
                                                      ----------------  ----------------

Net increase in cash and cash equivalents                   5,115,596               -0- 
Cash and cash equivalents at beginning of period            5,526,138           100,000 
                                                      ----------------  ----------------
Cash and cash equivalents at end of period            $    10,641,734   $       100,000 
                                                      ================  ================
<FN>

See  accompanying  notes.
</TABLE>




CROSSMANN  COMMUNITIES,  INC.  AND  SUBSIDIARIES

NOTES  TO  UNAUDITED  CONSOLIDATED  FINANCIAL  STATEMENTS

1.    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,  Tennessee; and Myrtle Beach,
South Carolina.  In 1998, Crossmann has also entered Charlotte, North Carolina
and  Nashville,  Tennessee  with  start-up operations; no revenue has yet been
generated  in  these  markets.

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.

2.    ACQUISITIONS
On  May  5,  1998,  Crossmann  acquired  the  assets of Paragon Builders, Inc.
("Paragon"),  a  homebuilding company in Memphis, Tennessee, for approximately
$3.8  million  in  cash  and  notes  and  the assumption of approximately $3.3
million  in  debt.    The  excess  of cost over estimated fair value of assets
acquired  and  liabilities  assumed  was  approximately  $3.2  million.

On  May  29,  1998,  Crossmann  acquired  Pinehurst Builders, Inc. and related
entities  ("Pinehurst"),  a  homebuilding  company  in  Myrtle  Beach,  South
Carolina.    Crossmann  issued  approximately  $8.3  million in stock (311,938
shares)  and  $5.4 million in cash in exchange for the equity in the Company. 
Crossmann  also  assumed approximately $10.7 million in debt and approximately
$4.4 million in other liabilities.  The transaction gave rise to approximately
$7.8  million  in  goodwill.

The  acquisitions  have  been  accounted  for  under  the  purchase  method of
accounting  and  the  allocation  of the purchase price to assets acquired and
liabilities  assumed  is  based upon preliminary estimates of fair value.  The
acquisitions were  not  material, individually or in the aggregate, therefore,
pro  forma  information  has    not  been  presented.

3.    JOINT  VENTURES
The  Company  has  entered  into  joint  ventures  with  various  real  estate
developers  and  owns  50%  or less in each venture.  These joint ventures are
accounted  for  using the equity method.  At June 30, 1998, investments in and
advances to these joint ventures totaled approximately $15.3 million, compared
to  approximately  $12.4  million  at  December  31,  1997.

4.    CREDIT  ARRANGEMENTS
On  June  11,  1998,  the  Company  issued an additional $50 million in senior
notes,  payable  over  10 years at a fixed rate of 7.75%.  Interest is payable
quarterly.   Equal annual principal reductions of $8,333,334 commence June 11,
2003.


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 tend to reflect increased costs associated with adverse weather.
RESULTS OF OPERATION:  THREE MONTHS ENDED JUNE 30, 1998  COMPARED TO THE THREE
MONTHS  ENDED  JUNE  30,  1997.

Sales  increased approximately $21.7 million, or 31.2%, to approximately $91.2
million in the second quarter of 1998 from approximately $69.5 million for the
same  period  in  1997.   Sales were higher primarily as a result of increased
home closings; 812 homes were closed in the second quarter of 1998 compared to
616  homes  closed during the second quarter of 1997.  Part of the increase in
closings  is  attributable  to the contribution of closings in Crossmann's new
markets:      Lexington, entered via acquisition in June 1997, and Memphis, by
acquisition  in September 1997, generated 79 closings in the second quarter of
1998.    Myrtle  Beach,  South  Carolina,  entered by acquisition in May 1998,
contributed  27  closings.  Excluding these new markets, the Company closed 90
more  units  in the second quarter of 1998 than in the second quarter of 1997,
an  increase  of  14.6%.

Gross  profit increased approximately $5.1 million, or 36.4%, to approximately
$19.1  million for the second quarter of 1998 from approximately $14.0 million
for  the  second quarter of 1997.  This represents a gross margin of  20.9% of
sales  in  the  second  quarter  of  1998 as compared to 20.1% of sales in the
second  quarter  of 1997. This increase was due to generally improving margins
in  Crossmann's  more  established  markets.    Moderate lumber prices, volume
purchasing  arrangements  and  low  interest  rates  all contributed to better
margins.

Selling,  general  and  administrative  expenses  increased approximately $3.3
million,  or  43.3%,  to approximately $10.9 million for the second quarter of
1998  from  approximately  $7.6  million  for the second quarter of 1997. This
increase  reflects  increased sales commissions on the higher sales volume and
increased  overhead  incurred  to achieve higher production.  Selling, general
and administrative expenses increased as a percentage of sales to 11.9% in the
second  quarter  of  1998  from  10.9%  in  the  second  quarter  of  1997.

Income  before   income taxes  increased approximately $2.4 million, or 38.7%,
to approximately $8.8 million in the second quarter of 1998 from approximately
 $6.3  million in the second quarter of 1997. The Company's effective tax rate
was  39.5%  in  the  second quarter of 1998 as compared to 40.8% in the second
quarter  of  1997.  Net income increased approximately $1.6 million, or 41.8%,
to approximately $5.3 million in the second quarter of 1998 from approximately
$3.7  million  in  the  second quarter of 1997.  Net income as a percentage of
sales  increased to 5.8% in the second quarter of 1998 from 5.4% in the second
quarter  of  1997.

RESULTS  OF  OPERATION:    SIX  MONTHS ENDED JUNE 30, 1998 COMPARED TO THE SIX
MONTHS  ENDED  JUNE  30,  1997.

Sales increased approximately $31.2 million, or 26.8%, to approximately $147.5
million  for  the  six  months  ended  June 30, 1998 from approximately $116.4
million  for  the six months ended June 30, 1997.  Sales were higher primarily
as  a  result  of  increased home closings; 1,291 homes were closed in the six
months  ended  June  30,  1998,  compared to 1,036 homes closed during the six
months  ended  June  30,1997.   Selling prices were also higher, approximately
$114,400  per  home  for  the  six  months  ended June 30, 1998 as compared to
approximately  $112,300  during the same period in 1997.  Part of the increase
in  closings is attributable to the contribution of Crossmann's new markets.  
Lexington,  entered  through  acquisition  in  June 1997, and Memphis, entered
through  acquisition  in  September  1997, generated 109 closings in the first
half  of  1998.   Myrtle Beach, South Carolina, entered through acquisition in
May  1998,  contributed 27 closings.  Excluding these new markets, the Company
closed  119  more  units  in  1998  than  in  1997,  an  increase  of  11%.
Gross  profit increased approximately $7.1 million, or 30.0%, to approximately
$30.9  for the six months ended June 30, 1998 from approximately $23.7 million
for  the  six  months ended June 30, 1997.  This represents a gross margin of 
20.9%  of  sales in the first six months of 1998 as compared to 20.4% of sales
in  the  first  six  months  of  1997.  This  improvement was due to generally
improving  margins  in  Crossmann's more established markets.  Moderate lumber
prices,  volume  purchasing arrangements and low interest rates contributed to
better  margins.

Selling,  general  and  administrative  expenses  increased approximately $4.8
million  ,  or 34.4% , to approximately $18.7 million for the six months ended
June  30,  1998 from approximately $13.9 million for the six months ended June
30,  1997.  This  increase  reflects increased sales commissions on the higher
sales  volume  and  higher  advertising and administrative expenses associated
with  the  Company's  new  divisions.    Selling,  general  and administrative
expenses  as  a percentage of sales increased to 12.7% in the first six months
of  1998  from  12.0%  in  the  first  six  months  of    1997.

Income  before income taxes increased approximately $3.3 million, or 33.5%, to
approximately  $13.0  million    for  the  six months ended June 30, 1998 from
approximately  $9.7  million  for  the  six  months  ended June 30, 1997.  The
Company's  effective  tax  rate  was  39.6% in the first six months of 1998 as
compared  to  40.5%  in  the  first six months of 1997.   Net income increased
approximately  $2.1  million,  or  35.5%, to approximately $7.9 million in the
first  six  months  of  1998  from approximately $5.8 million in the first six
months of 1997.  Net income as a percentage of sales increased to 5.3% in 1998
from  5.0%  in  1997.

CHANGES  IN  FINANCIAL  POSITION

Cash
Crossmann  holds  more in cash and marketable securities at June 30, 1998 than
at  December  31,  1997  to take advantage of a change in pricing of its $60.0
million  unsecured  bank  line  of  credit.  Lower interest can be achieved by
committing  outstandings  on  the  line  for  fixed  periods;  occasionally  a
temporary  cash surplus occurs when such commitments are in place and the line
cannot  be  reduced.    (See  "Credit  Arrangements"  under Notes to Unaudited
Consolidated  Financial Statements.)   From time to time the Company will make
such  commitments  to  minimize  interest  cost.

Retainages
Retainages  increased approximately $597,000 in the first half of the year, or
67.3%.  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
half  of  the  year.

Inventory
Real  estate inventories increased approximately $46.2 million, or 30.1%, from
their  December  31, 1997 level.  Expansion in inventory during the first half
is  a  normal  seasonal  trend.    Winter  weather slows closings but does not
prevent  work  on  houses  under  construction  from  continuing;  therefore,
investment  in  inventory  generally grows during the first half of the year. 
Inventories  also  increased  due to the acquisition of Paragon and Pinehurst.

Goodwill
Goodwill increased approximately $11.2 million or 293.9% during the first half
of  1998.    Of  this  increase, approximately $3.2 million was related to the
acquisition  of  Paragon  and  $7.8  million was related to the acquisition of
Pinehurst.

Notes  Payable
Notes  payable  increased  approximately  $49.9  million  during the first six
months  of  1998  as  borrowings were used to finance real estate inventories,
acquisitions,  and  joint  venture  investments.


CAPITAL  RESOURCES  AND  LIQUIDITY

At June 30, 1998, the Company had approximately $10.6 million in cash and cash
equivalents.

The  Company's  primary  uses  of  capital are home construction costs and the
purchase  and development of land.  Real estate inventories were approximately
$199.8 million, or 78.9% of total assets, at June 30, 1998, compared to $153.5
or  82.8% of total assets at December 31, 1997.   Capital is also used for the
addition  and  improvement of equipment used in administering the business and
for  model  home  furnishings.

Cash  expenditures  are financed with cash from operations and with borrowings
from a $60.0 million unsecured line of credit with Bank One, Indiana, N.A. and
its participant, NBD, Indianapolis, N.A.  The line of credit bears interest at
the  banks's  prime  lending  rate,  but  permits  portions of the outstanding
balance  to  be  committed  for fixed periods of time at a rate equal to LIBOR
plus  1.45%.  The  credit  facility  matures  March  31,  2000.

The  Company also has approximately $19.4 million of senior notes outstanding,
payable  through  2004 at a fixed interest rate of 7.625%, payable quarterly. 
On    December  21,  1998, the Company will make a scheduled reduction  in the
outstanding  principal  balance  of  the  senior notes of $2,777,778.  On June
11,1998 the Company issued $50.0 million in new notes, payable over 10 year at
a  fixed  interest  rate  of  7.75%,  payable  quarterly.    Annual  principal
reductions  of  $8,333,334  begin  June  11,  2003.

To  facilitate Crossmann's acquisitions in May of 1998, and in anticipation of
closing  on  the  $50  million  notes,  the  Company  obtained  a  temporary
supplemental  line of credit of $10.0 million from Bank One, Indiana, N.A.  No
balances  were  outstanding  on  this  line  at  June 30, 1998.  The temporary
facility  expired  July  15,  1998.

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.    The
agreements  also  restrict  payments of cash dividends on the common shares by
the  Company.

The  Company's  credit arrangements are expected to provide adequate liquidity
for  planned  internal growth and capital expenditures.  In the event that the
Company seeks to accelerate growth through the acquisition of large parcels of
land  or  of other homebuilding companies, additional capital may be needed.  
The  Company  believes that such capital could be obtained from banks or other
financing alternatives, from the issuance of additional shares, or from seller
financing;  however, there can be no assurances that the Company would be able
to  secure  the  necessary  capital.

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.

Backlog  at  June  30,  1998  was 2,234 homes with an aggregate sales value of
approximately  $250.4 million, compared to 1,638 homes with an aggregate sales
value  of  approximately $177.8 million at June 30, 1997.  The increase in the
number  of  homes  in  backlog  is  approximately 36.4%.  Year-end backlog was
slightly higher, with 1,080 in backlog at December 31, 1997, compared to 1,006
at  December  31,  1996.  New orders in the first half of 1998 were  higher as
well:  2,187  contracts  were written in the first half of 1998 as compared to
1,668  in  1997,  an  increase  of 31.1%).  In addition, Crossmann acquired 58
homes in backlog with its acquisition of Paragon and 225 homes in backlog with
its  acquisition  of  Pinehurst  during  the  second  quarter  of  1998.

OTHER  BUSINESS  CONDITIONS

Inflation
The Company, as well as the homebuilding industry in general, may be adversely
affected  during  periods  of high inflation, primarily because of higher land
and  construction  costs.    To date, inflation has not had a material adverse
effect  on  the  Company's  business,  financial  condition,  and  results  of
operations.    However,  there  is no assurance that inflation will not have a
material adverse impact on the Company's future business, financial condition,
and  results  of  operations.

Seasonality
The  Company's  business  is subject to weather-related seasonal factors which
can  affect  quarterly  results  of  operations.   During the first and second
quarters  of  the  year,  weather conditions usually restrict site development
work  and limit construction.  This generally results in fewer closings during
this period.  Results of operations during the first half of the year may also
reflect increased costs associated with adverse weather .  The number of sales
contracts  signed  tends  to  rise  during  the first four months of the year,
creating  a  backlog  which  declines  during  the  second  half  of the year.


                         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  5.    Other  Information.

ITEM  4.    SUBMISSIONS  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS.

At the Company's annual meeting on May 28, 1998, there were represented either
in  person  or  by  proxy  9,653,780  shares  of  the Company's common shares,
representing  86.7%  of  the total common shares outstanding.  At the meeting,
9,644,934  of  the  shares  present  in  person  or by proxy voted in favor of
Richard  H. Crosser and James C. Shook  for election to the Board, and Messrs.
John  B.  Scheumann,  and Larry S. Wechter and Jennifer A. Holihen continue as
members of the Board.  Additionally, 9,623,380 of the common shares present in
person or by proxy voted in favor of the ratification of Deloitte & Touche LLP
as  the  Company's independent auditors for the year ending December 31, 1998.


ITEM  6.    EXHIBITS  AND  REPORTS  ON  FORM  8-K.
<TABLE>

<CAPTION>

a)  Exhibits


<S>      <C>

Exhibit  Description of Exhibit
Number
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.)
10.1     1993 Outside Director Stock Option Plan.  (Incorporated by reference to Exhibit 10.2
         to Form S-1 Registration Statement No. 33-68396.)
10.2     1993 Employee Stock Option Plan, As amended as of May 22, 1996.  (Incorporated
         by reference to Exhibit 10.3 to Form 10-Q dated August 13, 1996.)
10.37    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.)
10.38    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.)
10.39    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.)
10.40    Amended and Restated Credit Agreement, dated December 22, 1995, by and
         between Crossmann Communities, Inc., et al. and Bank One, Indianapolis N.A.
         (Incorporated by reference to Exhibit 10.40 to Form 10-K dated March 18, 1996.)
10.41    First Amendment to Amended and Restated Credit Agreement, dated March 27, 1997,
         by and between Crossmann Communities, Inc. et al. and Bank One, Indiana N.A.
         (Incorporated by reference to Exhibit 10.41 to Form 10-Q dated May 13, 1997.)
10.42    Promissory Note, dated March 27, 1997, by and between Crossmann Communities,
         Inc. et al. and Bank One, Indiana, N.A.  (Incorporated by reference to Exhibit 10.40
         to Form 10-Q dated May 13, 1997.)
10.43    Second Amendment to Amended and Restated Credit Agreement, dated March 31,
         1998, by and between Crossmann Communities, Inc. et al. and Bank One, Indiana
         N.A. (Incorporated by reference to Exhibit 10.51 to Form 10-Q dated May 13, 1997.)
10.44    Third Amendment to Amended and Restated Credit Agreement, dated May 13, 1998,
         by and between Crossmann Communities, Inc. et al. and Bank One, Indiana, N.A.
10.45    Form of 7.75% Senior Note due June 11, 2008, issued to various insurance companies
         by  Crossmann Communities, Inc. et al.
10.46    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.
10.47    Asset Purchase Agreement, dated May 5, 1998 by and among Crossmann
         Communities, Inc., Crossmann Communities of Tennessee, LLC, Paragon Properties,
         LLC, W. V. Richerson, Jr. and William R. Hyneman.
10.48    Employment contract dated May 5, 1998, by and among Crossmann Communities of
         Tennessee, LLC and W.V. Richerson, Jr.
10.49    Agreement and Plan of Merger, dated May 29, 1998 by and among Crossmann
         Communities, Inc., Crossmann Communities of North Carolina, Inc., Pinehurst
         Builders, Inc. Buck Creek Development, Inc. CTS Communications, Inc. Beach
         Vacations, Inc. James T. Callihan, Ralph R. Teal, Jr., Jeffrey H. Skelley, and H.
         Gilford Edwards.
10.50    Purchase agreement dated May 29,1998, by and between Crossmann Communities
         of North Carolina, Inc., True Blue Development, LLC, and James T. Callihan, Ralph
         R. Teal, Jr., Jeffrey H. Skelley, Charles D. Floyd and Ralph Jones.
10.51    Agreement and Plan of Merger, dated May 29, 1998, by and among Crossmann
         Communities, Inc., Crossmann Communities of North Carolina, Inc., River Oaks
         Golf Development Corporation and James T. Callihan, Ralph R. Teal, Jr., Jeffrey H.
         Skelley, Charles D. Floyd and Ralph C. Jones.
10.52    Employment contract dated May 29, 1998, by and among Crossmann Communities
         of North Carolina, Inc., Crossmann Communities, Inc. and H. Gilford Edwards.
10.53    Employment contract dated May 29, 1998, by and among Crossmann Communities
         of North Carolina, Inc., Crossmann Communities, Inc. and James T. Callihan
10.54    Employment contract dated May 29, 1998, by and among Crossmann Communities
         of North Carolina, Inc., Crossmann Communities, Inc. and Ralph R. Teal, Jr.
10.55    Employment contract dated May 29, 1998, by and among Crossmann Communities
         of North Carolina, Inc., Crossmann Communities, Inc. and Jeffrey H. Skelley.
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.)
21.1     Amended subsidiaries of the registrant, dated August 13, 1998.
27.1     Financial Data Schedule for the quarter ended June 30, 1998.
</TABLE>


(b)  Reports  on  Form  8-K.

None.


                                  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:    August  14,  1998
                               EXHIBIT 10.44
THIRD  AMENDMENT  TO
                    AMENDED AND RESTATED CREDIT AGREEMENT


     CROSSMANN  COMMUNITIES,  INC., an Indiana corporation (the "Company") and
BANK  ONE,  INDIANA,  NA,  (formerly  known  as  Bank One, Indianapolis, NA) a
national  banking  association  (the  "Bank")  being  parties  to that certain
Amended  and  Restated Credit Agreement dated December 21, 1995, as amended by
that certain First Amendment to Amended and Restated Credit Agreement dated as
of  March  31,  1997,  and further amended by that certain Second Amendment to
Amended  and  Restated  Credit  Agreement  dated  as  of  March  31,  1998
(collectively,  the  "Agreement"),  hereby  enter into this Third Amendment to
Amended  and  Restated Credit Agreement (this "Amendment") in order to further
amend  the  Agreement  as  follows:


      1.     DEFINITIONS.  All defined terms used in this Amendment unless
otherwise defined herein shall have their respective meanings set forth in the
Agreement.    Further,  the  following definition is added to Section 1 of the
Agreement  as  follows:

               "Third  Amendment"  means  that  certain  agreement  entitled
"Third Amendment to Amended and Restated Credit Agreement" entered into by and
between  the  Company  and  the  Bank  dated  as  of  May  13,  1998.


          2.       REVOLVING LOAN.  Section 2(a) and the first sentence of
Section  2(b)  of  the  Agreement  are  hereby  amended  and restated in their
respective  entireties  as  follows:

          (a)        The Commitment -- Use of Proceeds.  Until the Revolving
Loan  Maturity  Date,  the  Bank  agrees  to  make Advances (collectively, the
"Revolving  Loan")  under  a revolving line of credit from time to time to the
Company of amounts not exceeding in the aggregate principal amount outstanding
at  any  time  from  the  date of the Third Amendment and until July 15, 1998,
Seventy  Million  and  00/100  Dollars  ($70,000,000.00), and thereafter until
maturity  not  exceeding  in the aggregate principal amount outstanding at any
time  Sixty  Million  and  00/100  Dollars ($60,000,000.00) (such amount as it
reduces,  the "Commitment"), provided that all conditions of lending stated in
Sections  7(a),  7(c),  and  7(d) of this Agreement as being applicable to the
Revolving  Loan  have been fulfilled at the time of each Advance.  Proceeds of
the  Revolving  Loan  may be used by the Company only to: (i) fund the working
capital  requirements of the Company and the Current Subsidiaries, and (ii) to
the  extent provided herein, for the issuance of Letters of Credit as provided
in Section 2(e).  Upon receipt of the written request of the Company signed by
an  Authorized  Officer,  the Company may permanently reduce the Commitment to
Sixty  Million  Dollars  ($60,000,000.00)  at any time prior to July 15, 1998,
provided  that  (i)  no  Event  of  Default  or Unmatured Event of Default has
occurred  and  is  continuing and (ii) payment of all principal outstanding in
excess  of  Sixty  Million  Dollars ($60,000,000.00) together with all accrued
interest  thereon  and  unpaid  fees  is  made  on  the effective date of such
reduction.

          (b)         Method of Borrowing.  The obligation of the Company to
repay  the  Revolving  Loan  shall  be  evidenced  by  a  promissory note (the
"Revolving  Note") of the Company in the form of Exhibit "A" attached to the
Third  Amendment.


          3.     REPRESENTATIONS AND WARRANTIES.  In consideration for the
terms  and provisions hereof, the Company represents and warrants that each of
its representations and warranties appearing in Section 3 of the Agreement are
complete  and  correct  as  of  the date hereof except that the representation
appearing  in  Section  3(d)  shall be deemed to also refer to the most recent
financial  statements  delivered  by  the  Company  to  the  Bank.


          4.         CONDITIONS PRECEDENT.  As conditions precedent to the
effectiveness  of  this Amendment, the Bank shall have received the following,
in  form  and  substance  acceptable  to  the  Bank:

          (a)          This  Amendment  duly  executed  by  the  Company;

          (b)         The Revolving Note in the form of Exhibit "A" attached
hereto  (the  "Revolving  Note")  which  hereafter  shall  be deemed to be the
Revolving  Note  for  all  purposes  of  the  Agreement;

          (c)          A  certified  copy  of  the Resolutions of the Board of
Directors  of  the  Company  authorizing  the  execution  and delivery of this
Amendment,  the  Revolving  Note,  and  any other document required hereunder.

          (d)          A  certificate  signed by the Secretary of the Board of
Directors  of  the  Company  certifying  the  name  of the Officer or Officers
authorized  to sign this Amendment, the Revolving Note, and any other document
required  to  be  executed  and delivered pursuant to this Amendment, together
with  a  sample  of  the  true  signature  of  each  such  officer.

          (e)          The Reaffirmation of Guaranty (each a "Reaffirmation of
Guaranty")  of each of the Current Subsidiaries in the forms of Exhibits "B,
"C,"  "D,"  "E,"  "F," "G," "H," "I," ",J" "K," "L" "M,"
"N,"  and  "O"  attached  hereto.

          (f)     The reasonable fees of Bank's counsel incurred in connection
with  the  drafting,  negotiation  and  closing  of  this  Amendment.

          (g)         Such other documents as the Bank may reasonably require.


      5.      REAFFIRMATION OF AGREEMENT.  Except as specifically modified
herein,  the Agreement is hereby reaffirmed and shall remain in full force and
effect  as  originally  written  and  as  may  have  been  previously amended.


     IN WITNESS WHEREOF, the Company and the Bank have entered into this Third
Amendment  to  Amended  and Restated Credit Agreement by their respective duly
authorized  officers  as  of  this  13th  day  of  May,  1998.


                                   CROSSMANN  COMMUNITIES,  INC.,  an  Indiana
corporation



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



                                   BANK  ONE,  INDIANA,  NA, formerly known as
Bank  One,  Indianapolis,  NA,  a  national  banking  association



                                   By:          /s/  Daniel  H.  Hatfield
                    Daniel  H.  Hatfield,  Vice  President















EXHIBIT  10.45

          CROSSMANN  COMMUNITIES,  INC.
                              DELUXE HOMES INC.
                       DELUXE HOMES OF LAFAYETTE, INC.
                             TRIMARK HOMES, INC.
                          TRIMARK DEVELOPMENT, INC.
                              MERIT REALTY, INC.
                     CROSSMANN COMMUNITIES OF OHIO, INC.
                           CROSSMANN MORTGAGE CORP.
                      CROSSMANN COMMUNITIES PARTNERSHIP
                         CROSSMANN INVESTMENTS, INC.
                          CROSSMANN MANAGEMENT, INC.
                   CROSSMANN COMMUNITIES OF TENNESSEE, LLC
                               CUTTER HOMES LTD
                CROSSMANN COMMUNITIES OF NORTH CAROLINA, INC.
                            DELUXE AVIATION, INC.



                              7.75% Senior Note
                              Due June 11, 2008

                              PPN: 22765 @ AB 3

No.          June  ____,  1998

$

     CROSSMANN  COMMUNITIES,  INC.,  an  Indiana  corporation (the "Company"),
DELUXE  HOMES INC., an Indiana corporation ("DHI"), DELUXE HOMES OF LAFAYETTE,
INC.,  an  Indiana  corporation  ("DHL"),  TRIMARK  HOMES,  INC.,  an  Indiana
Corporation  ("THI"),  TRIMARK  DEVELOPMENT,  INC.,  an  Indiana  corporation
("TDI"),  MERIT  REALTY,  INC.,  an  Indiana  corporation  ("MRI"),  CROSSMANN
COMMUNITIES  OF  OHIO,  INC.,  an Ohio corporation ("CCO"), CROSSMANN MORTGAGE
CORP.,  an  Indiana  corporation ("CMC") CROSSMANN COMMUNITIES PARTNERSHIP, an
Indiana  general  partnership ("CCP"), CROSSMANN INVESTMENTS, INC., an Indiana
corporation  ("CII"),  CROSSMANN  MANAGEMENT,  INC.,  an  Indiana  corporation
("CMI"),  CROSSMANN  COMMUNITIES  OF  TENNESSEE,  LLC,  a  Tennessee  limited
liability  company  ("CCT"), CUTLER HOMES LTD, a Kentucky corporation ("CHL"),
CROSSMANN  COMMUNITIES  OF  NORTH CAROLINA, INC., a NORTH Carolina corporation
("CCNC")  and  DELUXE  AVIATION,  INC.,  an  Indiana  corporation  ("DA") (the
Company,  DHI, DHL, THI, TDI, MRI, CCO, CMC, CCP, CII, CMI, CCT, CHL, CCNC and
DA  are  referred  to  individually  as  an  "Obligor" and collectively as the
"Obligors")  for  value received, hereby promise, jointly and severally to pay
to

                                  EXHIBIT A
                             (to Note Agreement)

<PAGE>
                            or registered assigns
                   on the eleventh (11th) day of June, 2008
                           the principal amount of

                                                        DOLLARS ($___________)

and  to pay interest (computed on the basis of a 360-day year of twelve 30-day
months)  on  the principal amount from time to time remaining unpaid hereon at
the  rate  of  7.75%  per  annum  from the date hereof until maturity, payable
quarterly  on  the  eleventh  (11th)  day  of  each March, June, September and
December  in  each  year (commencing on the first of such dates after the date
hereof)  and  at  maturity.    The  Obligors  agree to pay interest on overdue
principal (including any overdue required or optional prepayment of principal)
and  premium,  if  any, and (to the extent legally enforceable) on any overdue
installment  of  interest,  at the rate of 9.75% per annum after the due date,
whether  by  acceleration or otherwise, until paid.  Both the principal hereof
and  interest  hereon  are  payable  at the principal office of the Company in
Indianapolis,  Indiana  in  coin  or  currency of the United States of America
which  at  the time of payment shall be legal tender for the payment of public
and  private  debts.

          This  Note  is  one of the 7.75% Senior Notes due June 11, 2008 (the
"Notes")  of  the  Obligors  in  the aggregate principal amount of $50,000,000
issued  or  to be issued under and pursuant to the terms and provisions of the
Note  Agreement dated as of June 11, 1998 (the "Note Agreement"), entered into
by  the  Obligors  with  the original Purchasers therein referred to, and this
Note  and  the holder hereof are entitled equally and ratably with the holders
of  all  other  Notes outstanding under the Note Agreement to all the benefits
provided  for thereby or referred to therein.  Reference is hereby made to the
Note  Agreement  for  a  statement  of such rights and benefits.  This Note is
subject  to  the  terms  and  conditions  set  forth  in  the  Note Agreement.

     This Note and the other Notes outstanding under the Note Agreement may be
declared  due  prior to their expressed maturity dates and certain prepayments
are  required  to  be made thereon, all in the events, on the terms and in the
manner  and  amounts  as  provided  in  the  Note  Agreement.

     The  Notes  are  not subject to prepayment or redemption at the option of
the  Obligors  prior to their expressed maturity dates except on the terms and
conditions  and  in the amounts and with the premium, if any, set forth in the
Note  Agreement.

     This  Note is registered on the books of the Obligors and is transferable
only  by  surrender  thereof  at  the  principal  office  of the Obligors duly
endorsed  or  accompanied by a written instrument of transfer duly executed by
the registered holder of this Note or its attorney duly authorized in writing.
 Payment  of or on account of principal, premium, if any, and interest on this
Note  shall  be  made  only  to or upon the order in writing of the registered
holder.




                                     A-2
          CROSSMANN  COMMUNITIES,  INC.
          DELUXE  HOMES,  INC.
          DELUXE  HOMES  OF  LAFAYETTE,  INC.
          TRIMARK  HOMES,  INC.
          TRIMARK  DEVELOPMENT,  INC.
          MERIT  REALTY,  INC.
          CROSSMANN  COMMUNITIES  OF  OHIO,  INC.
          CROSSMANN  MORTGAGE  CORP.
          CROSSMANN  INVESTMENTS,  INC.
          CROSSMANN  MANAGEMENT,  INC.
CROSSMANN  COMMUNITIES  OF
          TENNESSEE,  LLC
          CUTTER  HOMES,  LTD.
CROSSMANN  COMMUNITIES  OF  NORTH  CAROLINA,  INC.
          DELUXE  AVIATION,  INC.


          By:
     Jennifer  A.  Holihen,
               Secretary  of  each  of  the  above  Obligors


          CROSSMANN  COMMUNITIES  PARTNERSHIP
          By:          Deluxe  Homes,  Inc.,  Managing  General  Partner


          By:
               Jennifer  A.  Holihen,
               Secretary













                                     A-3


EXHIBIT  10.46
                         CROSSMANN COMMUNITIES, INC.
                              DELUXE HOMES INC.
                       DELUXE HOMES OF LAFAYETTE, INC.
                             TRIMARK HOMES, INC.
                          TRIMARK DEVELOPMENT, INC.
                              MERIT REALTY, INC.
                     CROSSMANN COMMUNITIES OF OHIO, INC.
                           CROSSMANN MORTGAGE CORP.
                      CROSSMANN COMMUNITIES PARTNERSHIP
                         CROSSMANN INVESTMENTS, INC.
                          CROSSMANN MANAGEMENT, INC.
                   CROSSMANN COMMUNITIES OF TENNESSEE, LLC
                               CUTTER HOMES LTD
                CROSSMANN COMMUNITIES OF NORTH CAROLINA, INC.
                            DELUXE AVIATION, INC.



                                NOTE AGREEMENT



                          Dated as of June 11, 1998





     Re:          $50,000,000  7.75%  Senior  Notes
                              Due June 11, 2008




                             TABLE OF CONTENTS

                                                                        PAGE

Parties          1

SECTION  1.          DESCRIPTION  OF  NOTES  AND  COMMITMENT          2

     Section  1.1.          Description  of  Notes          2
     Section  1.2.          Commitment,  Closing  Date          2
     Section  1.3.          Several  Commitments          2

SECTION  2.          PREPAYMENT  OF  NOTES          3

     Section  2.1.          Required  Prepayments          3
     Section  2.2.          Optional  Prepayment  with  Premium          3
     Section  2.3.          Prepayment  upon  Change  Control          3
     Section  2.4.          Notice  of  Optional  Prepayments          4
     Section  2.5.          Application  of  Prepayments          4
     Section  2.6.          Direct  Payment          4

SECTION  3.          REPRESENTATIONS          5

     Section  3.1.          Representations  of  the  Obligors          5
     Section  3.2.          Representations  of  the  Purchasers          5

SECTION  4.          CLOSING  CONDITIONS.          6

     Section  4.1.          Conditions          6
     Section  4.2.          Waiver  of  Conditions          7

SECTION  5.          COMPANY  COVENANTS          8

     Section  5.1.          Corporate  Existence,  Etc          8
     Section  5.2.          Insurance          8
     Section  5.3.      Taxes, Claims for Labor and Materials, Compliance with
Laws          8
     Section  5.4.          Maintenance,  Etc.          8
     Section  5.5.          Nature  of  Business          8
     Section  5.6.          Current  Ratio          9
     Section  5.7.          Limitation  on  Certain  Investments          9
     Section  5.8.          Consolidated  Adjusted  Tangible  Net  Worth     9
     Section  5.9.          Limitations  on  Debt          9
     Section  5.10.          Fixed  Charges  Coverage  Ratio          9
     Section  5.11.          Limitation  on  Liens          10
     Section  5.12.          Restricted  Payments          11
     Section  5.13.          Investments          12
     Section  5.14.         Mergers, Consolidations and Sales of Assets     13
     Section  5.15.          Guaranties          14
     Section  5.16.          Repurchase  of  Notes          15
     Section  5.17.          Transactions  with  Affiliates          15
     Section  5.18.          Termination  of  Pension  Plans          15
     Section  5.19.          Reports  and  Rights  of  Inspection          15
     Section  5.20.          Joinder  Agreement          18

SECTION  6.          EVENTS  OF  DEFAULT  AND  REMEDIES  THEREFOR          18

     Section  6.1.          Events  of  Default          18
     Section  6.2.          Notice  to  Holders          20
     Section  6.3.          Acceleration  of  Maturities          20
     Section  6.4.          Rescission  of  Acceleration          20

SECTION  7.          AMENDMENTS,  WAIVERS  AND  CONSENTS          21

     Section  7.1.          Consent  Required          21
     Section  7.2.          Solicitation  of  Holders          21
     Section  7.3.          Effect  of  Amendment  or  Waiver          21

SECTION  8.          INTERPRETATION  OF  AGREEMENT;  DEFINITIONS          22

     Section  8.1.          Definitions          22
     Section  8.2.          Accounting  Principles          32
     Section  8.3.          Directly  or  Indirectly          32

SECTION  9.          MISCELLANEOUS          32

     Section  9.1.          Registered  Notes          32
     Section  9.2.          Exchange  of  Notes          32
     Section  9.3.          Loss,  Theft,  Etc.  of  Notes          32
     Section  9.4.          Expenses,  Stamp  Tax  indemnity          33
     Section 9.5.     Powers and Rights Not Waived; Remedies Cumulative     33
     Section  9.6.          Notices          33
     Section  9.7.          Successors  and  Assigns          34
     Section  9.8.          Survival  of  covenants and Representations     34
     Section  9.9.          Severability          34
     Section  9.10.          Governing  Law          34
     Section  9.11.          Captions          34
     Section  9.12.          Disclosure  to  Other  Persons          34




The  following  schedules  attached to the note agreement have been omitted in
this  filing  as  they are not material to investment decisions.   The Company
will  make  such  schedules  available.


ATTACHMENTS  TO  NOTE  AGREEMENT:

Schedule  I--  Names  of  Note  Purchasers  and  Amounts  of  Commitments

Exhibit  A  --  Form  of  7.75%  Senior  Note  due  June  11,  2008

Exhibit  B  --  Representations  and  Warranties  of  the  Company

Exhibit  C  --  Description  of  Special  Counsel's  Closing  Opinion

Exhibit  D  --  Description  of  Closing  Opinion  of  Counsel  to the Company

Exhibit  E  --  Joinder  Agreement

Exhibit  F  --  Compliance  Certificate






                         CROSSMANN COMMUNITIES, INC.
                              DELUXE HOMES INC.
                       DELUXE HOMES OF LAFAYETTE, INC.
                             TRIMARK HOMES, INC.
                          TRIMARK DEVELOPMENT, INC.
                              MERIT REALTY, INC.
                     CROSSMANN COMMUNITIES OF OHIO, INC.
                           CROSSMANN MORTGAGE CORP.
                      CROSSMANN COMMUNITIES PARTNERSHIP
                         CROSSMANN INVESTMENTS, INC.
                          CROSSMANN MANAGEMENT, INC.
                   CROSSMANN COMMUNITIES OF TENNESSEE, LLC
                               CUTTER HOMES LTD
                CROSSMANN COMMUNITIES OF NORTH CAROLINA, INC.
                            DELUXE AVIATION, INC.


                                NOTE AGREEMENT


     Re:          $50,000,000  7.75%  Senior  Notes
                              Due June 11, 2008


                                                                   Dated as of
                                                                 June 11, 1998


To  the  Purchasers  named  on  Schedule  I
 to  this  Agreement

     Each  of  the  undersigned,  CROSSMANN  COMMUNITIES,  INC.,  an  Indiana
corporation  (the  "Company"),  DELUXE  HOMES  INC.,  an  Indiana  corporation
("DHI"),  DELUXE  HOMES  OF  LAFAYETTE,  INC., an Indiana corporation ("DHL"),
TRIMARK  HOMES,  INC.,  an  Indiana  corporation ("THI"), TRIMARK DEVELOPMENT,
INC.,  an  Indiana  corporation  ("TDI"),  MERIT  REALTY,  INC.,  an  Indiana
corporation  ("MRI"), CROSSMANN COMMUNITIES OF OHIO, INC., an Ohio corporation
("CCO"),  CROSSMANN  MORTGAGE CORP., an Indiana corporation ("CMC"), CROSSMANN
COMMUNITIES  PARTNERSHIP,  an  Indiana  general partnership ("CCP"), CROSSMANN
INVESTMENTS, INC., an Indiana corporation ("CII"), CROSSMANN MANAGEMENT, INC.,
an  Indiana  corporation  ("CMI"),  CROSSMANN COMMUNITIES OF TENNESSEE, LLC, a
Tennessee  limited  liability  company  ("CCT"),  CUTTER HOMES LTD, a Kentucky
corporation  ("CHL"),  CROSSMANN  COMMUNITIES OF NORTH CAROLINA, INC., a North
Carolina  corporation  ("CCNC")  and  DELUXE  AVIATION,  INC.,  an  Indiana
corporation  ("DA") (the Company, DHI, DHL, THI, TDI, MRI, CCO, CMC, CCP, CII,
CMI,  CCT, CHL, CCNC and DA and any other entity which becomes obligated under
this  Agreement  being  herein  referred  to  individually as an "Obligor" and
collectively  as the "Obligors") hereby, jointly and severally, agree with the
Purchasers  named  on  Schedule  I  to  this  Agreement  (the "Purchasers") as
follows:

1.          abSECTION  .DESCRIPTION  OF  NOTES  AND  COMMITMENT

1.1.        ab     Section Description of Notes .  The Obligors will authorize
the  issue  and sale of $50,000,()00 aggregate principal amount of their 7.75%
Senior  Notes  (the  "Notes")  to be dated the date of issue, to bear interest
from  such  date  at  the  rate  of  7.75% per annum, payable quarterly on the
eleventh  (11th)  day of each March, June, September and December in each year
(commencing  September  11,  1998)  and  at  maturity  and to bear interest on
overdue  principal  (including  any overdue required or optional prepayment of
principal) and premium, if any, and (to the extent legally enforceable) on any
overdue  installment of interest at the rate of 9.75% per annum after the date
due,  whether  by  acceleration  or  otherwise, until paid, to be expressed to
mature  on  June 11, 2008, and to be substantially in the form attached hereto
as  Exhibit  A.    Interest  on  the Notes shall be computed on the basis of a
360-day year of twelve 30-day months.  The Notes are not subject to prepayment
or  redemption at the option of the Obligors prior to their expressed maturity
dates  except  on  the  terms  and  conditions and in the amounts and with the
premium,  if any, set forth in  2 of this Agreement.  The term "Notes" as used
herein  shall  include  each  Note  delivered  pursuant  to  this  Agreement.

1.2.       ab     Section Commitment, Closing Date .  Subject to the terms and
conditions  hereof  and  on  the  basis  of the representations and warranties
hereinafter set forth, the Obligors agree to issue and sell to each Purchaser,
and  such  Purchaser  agrees  to  purchase  from  the  Obligors,  Notes in the
principal amount set forth opposite such Purchaser's name on Schedule I hereto
at  a  price  of  100%  of  the  principal  amount thereof on the Closing Date
hereinafter  mentioned.

     Delivery  of the Notes will be made at the offices of Chapman and Cutler,
111  West  Monroe Street, Chicago, Illinois 60603, against payment therefor in
Federal  Reserve  or  other  funds  current  and  immediately available to the
Company's  account  number  193160694  at  the  principal  office of Bank One,
Indiana, NA, ABA #074000010, in the amount of the purchase price at 10:00 A.M.
Chicago  time,  on  June  11, 1998 or such later date (not later than June 15,
1998) as shall mutually be agreed upon by the Obligors and the Purchasers (the
"Closing  Date").    The Notes delivered to each Purchaser on the Closing Date
will be delivered to such Purchaser in the form of a single registered Note in
the  form attached hereto as Exhibit A for the full amount of such Purchaser's
purchase  (unless  different  denominations  are specified by such Purchaser),
registered  in  such  Purchaser's  name  or  in  the  name of such Purchaser's
nominee, all as such Purchaser may specify at any time prior to the date fixed
for  delivery.

1.3.          ab         Section Several Commitments .  The obligations of the
Purchasers  shall be several and not joint and no Purchaser shall be liable or
responsible  for  the  acts  or  defaults  of  any  other  Purchaser.

2.          abSECTION  PREPAYMENT  OF  NOTES.

2.1.          ab       Section Required Prepayments.  The Obligors jointly and
severally  agree  that  on  the  eleventh  (11th)  day  of  June in each year,
commencing  June  11,  2003  and ending June 11, 2007, both inclusive, it will
prepay  and  apply  and  there  shall  become due and payable on the principal
indebtedness  evidenced  by  the  Notes  an  amount equal to the lesser of (i)
$8,333,334  or  (ii)  the principal amount of the Notes then outstanding.  The
entire remaining principal amount of the Notes shall become due and payable on
June  11,  2008.   No premium shall be payable in connection with any required
prepayment  made  pursuant  to  this    2.1.

     In the event of any prepayment of less than all of the Notes pursuant to 
2.2  or  2.3 or any purchase or other acquisition by the Obligors of less than
all  of  the  Notes,  the  amount of the payment required at maturity and each
prepayment  required  to be made pursuant to this  2.1 shall be reduced in the
proportion  that  the  principal  amount of such prepayment, purchase or other
acquisition  bears  to  the  unpaid  principal amount of the Notes immediately
prior  to  such prepayment, purchase or other acquisition (after giving effect
to  any  prepayment made pursuant to this  2.1 on the date of such purchase or
other  acquisition).

2.2.      ab     Section Optional Prepayment with Premium.  In addition to the
payments  required  by  2.1, upon compliance with  2.4 the Obligors shall have
the  privilege,  at  any  time  and  from time to time on any business day, of
prepaying  the  outstanding  Notes, either in whole or in part (but if in part
then  in  a  minimum principal amount of $100,000) by payment of the principal
amount  of  the  Notes, or portion thereof to be prepaid, and accrued interest
thereon  to  the date of such prepayment, together with a premium equal to the
Make-Whole  Amount,  determined  as of five business days prior to the date of
such  prepayment  pursuant  to  this    2.2.

2.3.         ab     Section Prepayment upon Change Control.  The Obligors will
give written notice to the holders of the Notes not less than 45 days prior to
a proposed Change of Control.  Any such notice referred to hereinabove in this
 2.3  shall  be  referred to as a "Control Change Notice".  The Control Change
Notice  shall  (i)  describe  the  facts  and  circumstances of such Change of
Control  (including  the  Change of Control Date or proposed Change of Control
Date) in reasonable detail, (ii) make reference to this  2.3 and the rights of
the  holders of the Notes to require the Obligors to prepay their Notes on the
terms  and  conditions  provided  for herein, (iii) state that the holder must
make  a  declaration  of its intent to have the Notes held by it prepaid, (iv)
specify  the  date  by  which  the  holder must respond to such Control Change
Notice  pursuant  to  this  2.3 in order to make such declaration (the "Notice
Cut-Off  Date"  ), which Notice Cut-Off Date shall be the day 15 days prior to
the  Change  of  Control  Payment Date referred to in clause (v) below and (v)
state  a  prepayment  date for the Notes, which date, subject to the following
sentence,  shall be the Change of Control Date (the "Change of Control Payment
Date").
     Upon  the  receipt of such Control Change Notice, the holder of any Notes
shall  have  the  right,  upon written notice to the Obligors (the "Prepayment
Notice")  given  by  such  holder  on  or  before  the Notice Cut-Off Date, of
requiring  prepayment of all Notes held by such holder serving such Prepayment
Notice on the Change of Control Payment Date.  The Obligors covenant and agree
to prepay in full on the Change of Control Payment Date all Notes held by such
holder serving such Prepayment Notice to the Obligors.  All prepayments on the
Notes  pursuant  to  this    2.3 shall be made by the payment of the principal
amount remaining unpaid on such Notes and accrued interest thereon to the date
of  such  prepayment.

2.4.         ab     Section Notice of Optional Prepayments.  The Obligors will
give  notice  of  any  prepayment of the Notes pursuant to  2.2 to each Holder
thereof  not less than 30 days nor more than 60 days before the date fixed for
such  optional  prepayment specifying (i) such date, (ii) the principal amount
of  the  Holder's Notes to be prepaid on such date, (iii) that a premium equal
to  the Make-Whole Amount may be payable, (iv) the date when such premium will
be  calculated,  (v)  the  estimated  Make-Whole  Amount, and (vi) the accrued
interest  applicable  to  the prepayment.  Notice of prepayment having been so
given,  the  aggregate principal amount of the Notes specified in such notice,
together  with  accrued  interest  thereon  and the Make-Whole Amount, if any,
payable  with  respect  thereto shall become due and payable on the prepayment
date specified in said notice.  Two business days prior to the prepayment date
specified  in  such  notice,  the  Obligors  shall provide each Holder written
notice of the premium, if any, payable in connection with such prepayment and,
whether  or  not  any premium is payable, a reasonably detailed computation of
the  Make-Whole  Amount.

2.5.       ab     Section Application of Prepayments.  All partial prepayments
pursuant to   2.1 and 2.2 shall be applied on all outstanding Notes ratably in
accordance  with  the  unpaid  principal  amounts  thereof.

2.6.          ab      Section Direct Payment.  Notwithstanding anything to the
contrary  contained  in  this  Agreement or the Notes, in the case of any Note
owned  by  any  Holder  that  is a Purchaser or any other Institutional Holder
which  has given written notice to the Obligors requesting that the provisions
of  this    2.6  shall  apply,  the  Obligors will punctually pay when due the
principal  thereof,  interest thereon and premium, if any, due with respect to
said  principal,  without  any presentment thereof, directly to such Holder at
its  address  set  forth  herein or such other address as such Holder may from
time to time designate in writing to the Obligors or, if a bank account with a
United  States  bank  is so designated for such Holder, the Obligors will make
such  payments in immediately available funds to such bank account, marked for
attention  as  indicated,  or in such other manner or to such other account in
any United States bank as such Holder may from time to time direct in writing.

3.          abSECTION  REPRESENTATIONS.

3.1.          ab        Section Representations of the Obligors .  Each of the
Obligors,  jointly  and  severally,  represents  and  warrants  that  all
representations  and warranties set forth in Exhibit B are true and correct as
of  the  date  hereof  and  are incorporated herein by reference with the same
force  and  effect  as  though  herein  set  forth  in  full.

3.2.          ab         Section Representations of the Purchasers .  (a) Each
Purchaser  represents,  and  in  entering  into  this  Agreement  the Obligors
understand,  that (i) such Purchaser is acquiring the Notes for the purpose of
investment  and  not  with  a  view to the distribution thereof, and that such
Purchaser  has  no  present  intention  of  selling,  negotiating or otherwise
disposing  of the Notes; it being understood, however, that the disposition of
such Purchaser's property shall at all times be and remain within its control;
(ii) such Purchaser has been advised and understands and agrees that the Notes
have  not been registered under the 1933 Act, and, therefore, cannot be resold
unless  registered  under  said  1933  Act  as  well as under applicable state
securities  laws  or  unless  a  valid  exemption  from  such  registration is
available;  and (iii) such Purchaser is an "accredited investor" as defined in
Rule  501  under  the  1933  Act.

(b)        ab     Each Purchaser represents that at least one of the following
statements  is  an  accurate  representation  as  to  each  source of funds (a
"Source")  to  be  used  by  it  to  pay the purchase price of the Notes to be
purchased  by  it  hereunder:

(a)        ab     if such Purchaser is an insurance company, the Source is its
"insurance  company general account" within the meaning of Department of Labor
Prohibited  Transaction  Exemption  PTE  95-60  (60  FR  35925), July 12, 1995
(hereinafter  "PTE 95-60"), and in respect thereof you represent that there is
no  "employee  benefit  plan" (as defined in section 3(3) of ERISA and section
4975(e)(1)  of  the  Code)  established  or  maintained  by  the  Company (and
affiliates  thereof  as defined in section V(a)(l) of PTE 95-60), with respect
to  which  the  amount  of  general  account  reserves  and liabilities of all
contracts  held  by  or on behalf of such plan exceed ten percent (10%) of the
total  reserves and liabilities of such general account (exclusive of separate
account  liabilities)  plus surplus, as set forth in the NAIC Annual Statement
filed  with  your  state  of  domicile;  or

(b)       ab     the Source is either (i) an insurance company pooled separate
account,  within  the meaning of PTE 90-1 (issued January 29, 1990), or (ii) a
bank  collective  investment fund, within the meaning of the PTE 91-38 (issued
July  12,  1991) and, except as such Purchaser has disclosed to the Company in
writing  pursuant  to this paragraph (b), no employee benefit plan or group of
plans  maintained  by  the same employer or employee organization beneficially
owns  more than 10% of all assets allocated to such pooled separate account or
collective  investment  fund;  or

(c)       ab     the Source constitutes assets of an "investment fund" (within
the  meaning  of  Part  V  of  the  QPAM  Exemption)  managed  by a "qualified
professional  asset  manager"  or  "QPAM" (within the meaning of Part V of the
QPAM  Exemption),  no employee benefit plan's assets that are included in such
investment  fund,  when combined with the assets of all other employee benefit
plans  established  or  maintained  by  the  same  employer or by an affiliate
(within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer
or  by  the same employee organization and managed by such QPAM, exceed 20% of
the  total client assets managed by such QPAM, the conditions of Part 1(c) and
(g)  of  the  QPAM  Exemption  are  satisfied,  neither  the QPAM nor a person
controlling or controlled by the QPAM (applying the definition of "control" in
Section  V(e) of the QPAM Exemption) owns a 5% or more interest in the Company
and  (i)  the identity of such QPAM and (ii) the names of all employee benefit
plans whose assets are included in such investment fund have been disclosed to
the  Company  in  writing  pursuant  to  this  paragraph  (c);  or

(d)          ab          the  Source  is  a  governmental  plan;  or

(e)     ab     the Source is one or more employee benefit plans, or a separate
account or trust fund comprised of one or more employee benefit plans, each of
which  has been identified to the Issuer in writing pursuant to this paragraph
(e);  or

(f)          ab     the Source does not include assets of any employee benefit
plan,  other  than  a  plan  exempt  from  the  coverage  of  ERISA.

As  used in this Section 6.2, the terms "employee benefit plan", "governmental
plan",  "party  in  interest" and "separate account" shall have the respective
meanings  assigned  to  such  terms  in  Section  3  of  ERISA.

4.          abSECTION  CLOSING  CONDITIONS..

4.1.          ab     Section Conditions .  The obligation of each Purchaser to
purchase  the Notes on the Closing Date shall be subject to the performance by
each of the Obligors of its respective agreements hereunder which by the terms
hereof  are  to  be performed at or prior to the time of delivery of the Notes
and  to  the  following  further  conditions  precedent:

(a)          ab     Closing Certificate.  Such Purchaser shall have received a
certificate  dated  the  Closing  Date,  signed  by  the  President  or a Vice
President  of each of the Obligors, the truth and accuracy of which shall be a
condition  to such Purchaser's obligation to purchase the Notes proposed to be
sold  to  such  Purchaser  and  to the effect that (i) the representations and
warranties  of the Obligors set forth in Exhibit B hereto are true and correct
on  and  with  respect  to  the  Closing  Date,  (ii) each of the Obligors has
performed  all  of  its  obligations hereunder which are to be performed on or
prior  to  the  Closing  Date,  and  (iii)  no Default or Event of Default has
occurred  and  is  continuing.

(b)          ab       Legal Opinions.  Such Purchaser shall have received from
Chapman  and  Cutler,  who  are acting as special counsel to the Purchasers in
this  transaction,  and  from  Ice  Miller  Donadio  &  Ryan,  counsel for the
Obligors,  their  respective  opinions  dated  the  Closing  Date, in form and
substance  satisfactory  to such Purchaser, and covering the matters set forth
in  Exhibits  C  and  D,  respectively,  hereto.

(c)          ab        Bank Consent.  The Obligors shall have provided to such
Purchaser  an  appropriate  written  consent  from  the  Banks  permitting the
Obligors  to  enter  into  this  Agreement  and  issue  and  sell  the  Notes
contemplated  by  this  Agreement.

(d)          ab          Certain  Expenses.   The Obligors shall have paid the
professional  fees  and  separately  charged items of Chapman and Cutler, your
special  counsel,  which  have  been  incurred  through  the  Closing  Date.

(e)          ab     Purchase Permitted by Applicable Law, etc.  On the Closing
Date, your purchase of Notes shall be permitted by the laws and regulations of
each  jurisdiction  to  which  you are subject, without recourse to provisions
(such  as Section 1405(a)(8) of the New York Insurance Law) permitting limited
investments  by insurance companies without restriction as to the character of
the  particular  investment.    You  shall  have  received  a  certificate
substantially in the form of Exhibit F to enable you to determine whether such
purchase  is  so  permitted.

(f)      ab     Related Transactions.  The Obligors shall have consummated the
sale  of  the entire principal amount of the Notes scheduled to be sold on the
Closing  Date  pursuant  to  this  Agreement.

(g)      ab     Satisfactory Proceedings.  All proceedings taken in connection
with  the  transactions  contemplated  by  this  Agreement,  and all documents
necessary  to  the  consummation  thereof,  shall  be satisfactory in form and
substance  to  such  Purchaser  and such Purchaser's special counsel, and such
Purchaser  shall  have  received  a  copy  (executed  or  certified  as may be
appropriate)  of  all  legal documents or proceedings taken in connection with
the  consummation  of  said  transactions.

4.2.         ab     Section Waiver of Conditions .  If on the Closing Date the
Obligors  fail  to  tender  to  any  Purchaser  the  Notes to be issued to any
Purchaser  on  such  date or if the conditions specified in  4.1 have not been
fulfilled,  such  Purchaser  may thereupon elect to be relieved of all further
obligations  under  this  Agreement.  Without  limiting  the foregoing, if the
conditions specified in  4.1 have not been fulfilled, such Purchaser may waive
compliance  by  the  Obligors  with  any such condition to such extent as such
Purchaser  may  in  its  sole discretion determine. Nothing in this  4.2 shall
operate  to  relieve  the Obligors of any of their obligations hereunder or to
waive  any  Purchaser's  rights  against  the  Obligors.

5.          abSECTION  COMPANY  COVENANTS..

     From  and  after  the  Closing  Date and continuing so long as any amount
remains  unpaid  on  any  Note:

5.1.     ab     Section Corporate Existence, Etc .  Each Obligor will preserve
and  keep  in  full  force  and  effect  its  corporate existence or its legal
existence  as  a partnership or limited liability company, as the case may be,
and  all licenses and permits necessary to the proper conduct of its business;
provided,  however,  that  the  foregoing  shall  not  prevent any transaction
permitted  by    5.14.    The  Obligors  shall at all times own and hold 100%,
directly  or  indirectly,  of  the  capital  stock,  partnership  interest  or
membership  interest,  as  the  case  may  be, of each Obligor (other than the
Company),  free  and  clear  of  all  Liens.

5.2.          ab     Section Insurance .  Each Obligor will maintain insurance
coverage by financially sound and reputable insurers in such forms and amounts
and  against  such  risks  as  are  customary  for corporations of established
reputation  engaged in the same or a similar business and owning and operating
similar  properties.

5.3.     ab     Section Taxes, Claims for Labor and Materials, Compliance with
Laws  .    Each  Obligor  will  promptly  pay  and discharge all lawful taxes,
assessments  and  governmental  charges  or  levies imposed upon such Obligor,
respectively,  or  upon  or  in  respect of all or any part of the property or
business  of such Obligor, all trade accounts payable in accordance with usual
and  customary  business  terms,  and all claims for work, labor or materials,
which  if  unpaid  might  become  a  Lien  upon  any property of such Obligor;
provided,  however,  that  such  Obligor shall not be required to pay any such
tax,  assessment,  charge, levy, account payable or claim if (i) the validity,
applicability  or  amount  thereof  is  being  contested  in  good  faith  by
appropriate  actions  or proceedings which will prevent the forfeiture or sale
of  any  property  of  such  Obligor or any material interference with the use
thereof  by  such Obligor, and (ii) such Obligor shall set aside on its books,
reserves  deemed  by it to be adequate with respect thereto. Each Obligor will
promptly  comply  with  all  laws,  ordinances  or  governmental  rules  and
regulations  to  which  it  is  subject  including,  without  limitation,  the
Occupational  Safety  and  Health Act of 1970, as amended, ERISA and all laws,
ordinances,  governmental  rules  and  regulations  relating  to environmental
protection  in  all  applicable  jurisdictions,  the  violation of which could
materially  and  adversely affect the properties, business, prospects, profits
or  condition of the Obligors or would result in any Lien not permitted under 
5.11.

5.4.          ab      Section Maintenance, Etc. .  Each Obligor will maintain,
preserve  and  keep  its properties which are used or useful in the conduct of
its business (whether owned in fee or a leasehold interest) in good repair and
working  order  and  from  time  to  time  will  make  all  necessary repairs,
replacements,  renewals  and  additions  so  that  at all times the efficiency
thereof  shall  be  maintained.

5.5.        ab     Section Nature of Business .  No Obligor will engage in any
business  if,  as  a  result,  the  general nature of the business, taken on a
consolidated  basis,  which  would then be engaged in by the Obligors would be
substantially  changed  from  the general nature of the business engaged in by
the  Obligors  on  the  date  of  this  Agreement.

5.6.      ab     Section Current Ratio .  The Obligors will keep and maintain,
as of the end of each fiscal quarter, the ratio of Consolidated Current Assets
to  Consolidated  Current  Liabilities  at  not  less  than  1.50  to  1.00.

5.7.      ab     Section Limitation on Certain Investments .  (a) The Obligors
will  not  at  any  time  permit the ratio of Consolidated Land Investments to
Consolidated  Adjusted  Tangible  Net  Worth  to  exceed  1.25  to  1.00.

(b)         ab     The Obligors will not at any time permit Consolidated Joint
Venture Investments to exceed 25% of Consolidated Adjusted Tangible Net Worth.

5.8.          ab       Section Consolidated Adjusted Tangible Net Worth .  The
Obligors  will  at  all times keep and maintain Consolidated Adjusted Tangible
Net  Worth at an amount not less than the sum of (i) $90,000,000 plus (ii) 50%
of  positive Consolidated Net Income determined on a cumulative basis for each
fiscal  quarter  ending  on  and  after  June  30, 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  Adjusted Tangible Net Worth
required  to  be  maintained  pursuant  to  the  requirements  of  this   5.8.

5.9.          ab          Section  Limitations  on  Debt  .

(a)          ab     Total Debt to Total Capitalization.  The Obligors will not
incur,  assume,  guarantee or otherwise become liable for or in respect of any
Debt  if  after  giving  effect thereto and to the application of the proceeds
thereof,  the  ratio of Total Debt to Total Capitalization would exceed .60 to
1.00.

(b)      ab     Total Debt to Borrowing Base.  The Obligors will not as of the
end of each fiscal quarter permit the ratio of Total Debt to Borrowing Base to
exceed  1.00  to  1.00.

(c)          ab     Subsidiary Debt.  The Obligors will not at any time permit
Consolidated  Subsidiary  Debt  to  exceed  an  amount  equal  to  5% of Total
Capitalization.

(d)         ab     Secured Debt.  The Obligors will not at any time permit the
total  amount  of  Debt  secured  by Liens permitted pursuant to  5.11(F) and 
5.11(G)  to  exceed  an  amount  equal  to  5%  of  Total  Capitalization.

5.10.         ab     Section Fixed Charges Coverage Ratio .  The Obligors will
keep and maintain as of the end of each fiscal quarter the ratio of Net Income
Available for Fixed Charges to Fixed Charges (determined as of the end of each
fiscal  quarter  for  the immediately preceding four fiscal quarters) for each
period  of  four  consecutive  fiscal  quarters  (taken as a single accounting
period)  at  not  less  than  2.00  to  1.00.

5.11.       ab     Section Limitation on Liens .  The Obligors will not create
or  incur, or suffer to be incurred or to exist, any Lien on their property or
assets, whether now owned or hereafter acquired, or upon any income or profits
therefrom,  or transfer any property for the purpose of subjecting the same to
the  payment  of  obligations  in  priority  to  the  payment of their general
creditors,  or  acquire  or  agree  to  acquire,  any  property or assets upon
conditional  sales  agreements  or  other  title  retention  devices,  except:

(a)          ab       Liens for property taxes and assessments or governmental
charges  or  levies  and  Liens  securing  claims  or demands of mechanics and
materialmen,  provided  payment  thereof  is not at the time required by  5.3;

(b)      ab     Liens of or resulting from any judgment or award, the time for
the  appeal  or  petition for rehearing of which shall not have expired, or in
respect  of which an Obligor shall at any time in good faith be prosecuting an
appeal  or proceeding for a review and in respect of which a stay of execution
pending such appeal or proceeding for review shall have been secured provided,
that  the  aggregate amount secured by such Liens shall not exceed $5,000,000;

(c)       ab     in addition to, and not in limitation of, Liens permitted by 
5.11(G),  Liens  incidental  to  the  conduct  of business or the ownership of
properties  and  assets  (including  Liens  in  connection  with  worker's
compensation, unemployment insurance and other like laws, taxes and mechanics'
Liens, warehousemen's and attorneys' liens and statutory landlords' liens) and
Liens  to  secure  the  performance of bids, tenders or trade contracts, or to
secure  statutory  obligations,  surety or appeal bonds or other Liens of like
general  nature  incurred  in  the  ordinary  course  of  business  and not in
connection  with the borrowing of money; provided in each case, the obligation
secured  is  not  overdue  or, if overdue, is being contested in good faith by
appropriate  actions or proceedings and, provided, further, that the aggregate
amount  secured  by  such  Liens  shall  not  exceed  $5,000,000;

(d)         ab     minor survey exceptions or minor encumbrances, easements or
reservations,  or  rights  of  others  for  rights-of-way, utilities and other
similar  purposes,  or  zoning  or  other  restrictions  as to the use of real
properties,  which  are  necessary  for  the  conduct of the activities of the
Obligors  or  which customarily exist on properties of corporations engaged in
similar  activities  and  similarly  situated  and  which  do not in any event
materially  impair their use in the operation of the business of the Obligors;

(e)     ab     Liens securing Indebtedness of a Subsidiary to another Obligor;

(f)       ab     Liens existing as of May 29, 1998 and reflected in Annex B to
Exhibit  B  hereto;  and

(g)          ab      Liens incurred after the Closing Date given to secure the
payment  of  the purchase price incurred in connection with the acquisition of
equipment,  real property or other fixed assets useful and intended to be used
in  carrying  on  the business of the Obligors, including, without limitation,
Liens  existing  on such equipment, real property or other fixed assets at the
time of acquisition thereof or at the time of acquisition by an Obligor of any
business  entity  then  owning such assets, whether or not such existing Liens
were  given to secure the payment of the purchase price of the assets to which
they  attach  so  long  as  they  were  not  incurred,  extended or renewed in
contemplation  of  such  acquisition,  provided that (i) the Lien shall attach
solely to the assets acquired or purchased, (ii) at the time of acquisition of
such assets, the aggregate amount remaining unpaid on all Indebtedness secured
by  Liens on such assets whether or not assumed by an Obligor shall not exceed
the  lesser  of  the  total purchase price or fair market value at the time of
acquisition  of  such  assets  (as  determined  in  good faith by the Board of
Directors  of  any  such  Obligor),  and  (iii) all such Indebtedness shall be
permitted  by  the  applicable  limitations  provided  in    5.9.

5.12.      ab     Section Restricted Payments .  The Obligors will not, except
as  hereinafter  provided:

(a)        ab     Declare or pay any dividends, either in cash or property, on
any  shares  of  its  capital  stock  of  any class (except dividends or other
distributions  payable (i) solely in shares of capital stock of the Company or
(ii)  by  a  Subsidiary  to  the  Company  or  another  Subsidiary);

(b)     ab     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 (i) the lapse or
cancellation  of  stock  warrants,  rights  or  options for which no direct or
indirect  consideration was paid by any Obligor or (ii) in exchange for or out
of  the  net  cash  proceeds  to the Company from the substantially concurrent
issue  or  sale  of  other shares of capital stock of the Company or warrants,
rights  or  options  to  purchase or acquire any shares of its capital stock);

(c)          ab      Purchase, redeem, retire or otherwise make any payment or
distribution,  either  directly or indirectly, in respect of Subordinated Debt
issued  after  the  Closing  Date;  or

(d)          ab     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 called "Restricted
Payments"),  if  after  giving  effect thereto any Event of Default shall have
occurred  and  be  continuing or the sum of the aggregate amount of Restricted
Payments made during the period from and after March 31, 1998 to and including
the date of the making of the Restricted Payment in question, would exceed the
sum  of  (i)  $23,500,000  plus  (ii)  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 100% of such deficit)
plus  (iii)  the  net  cash  proceeds  to the Company from the issuance by the
Company  after March 31, 1998 of shares of its common stock to Persons who are
not  Subsidiaries.

     The  Company will not declare any dividend which constitutes a Restricted
Payment  payable  more  than  60  days  after the date of declaration thereof.

     For  the  purposes  of  this   5.12, 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 Company) of such property at the time of the making of the
Restricted  Payment  in  question.

5.13.          ab        Section Investments .  The Obligors will not make any
Investments  other  than  Investments  permitted  by    5.7  and  other  than:

(a)       ab     Investments by the Obligors in and to Obligors, including any
Investment in a business entity which, after giving effect to such Investment,
will  become  an  Obligor;

(b)        ab     Investments in commercial paper maturing in 270 days or less
from  the date of issuance which, at the time of acquisition by an Obligor, is
accorded  the  highest  rating  by S&P, Moody's or other nationally recognized
credit  rating  agency  of  similar  standing;

(c)          ab      Investments in direct obligations of the United States of
America  or any agency or instrumentality of the United States of America, the
payment  or  guarantee of which constitutes a full faith and credit obligation
of  the United States of America, in either case, maturing in twelve months or
less  from  the  date  of  acquisition  thereof;

(d)     ab     Investments in certificates of deposit maturing within one 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 and whose
long-term  certificates  of deposit are, at the time of acquisition thereof by
an  Obligor,  rated  A  or  better  by  S&P  or  A2  or  better  by  Moody's;

(e)      ab     loans or advances in the usual and ordinary course of business
to  officers,  directors and employees for expenses (including moving expenses
related to a transfer) incidental to carrying on the business of the Obligors,
not  to  exceed  $100,000  in  aggregate  amount  outstanding at any one time;

(f)      ab     receivables arising from the sale of goods and services in the
ordinary  course  of  business  of  the  Obligors;

(g)         ab     existing Investments as of June 9, 1998 of the Obligors and
described  in  Annex  B  to  Exhibit  B;

(h)       ab     property to be used by the Obligors in the ordinary course of
their  business;

(i)      ab     Investments in preferred stock of corporations incorporated in
the  United  States  required  to be redeemed within 365 days from the date of
issuance,  which  at  the  time  of acquisition by an Obligor are accorded the
highest  rating  by  S&P  and  Moody's;

(j)         ab     Investments consisting of Consolidated Land Investments and
Consolidated  Joint  Venture  Investments to the extent permitted by  5.7; and

(k)          ab       other Investments (in addition to those permitted by the
foregoing  provisions of this  5.13), provided that (i) such other Investments
are  not  outside  the  Obligors'  general  line  of business, (ii) such other
Investments  in  the  aggregate  do  not  at  any  time  exceed  15%  of Total
Capitalization  and  (iii)  after  giving effect to such other Investments, no
Default  (including,  without  limitation, any Default under  5.7) or Event of
Default  shall  have  occurred  and  be  continuing.

     In  valuing  any  Investments for the purpose of applying the limitations
set  forth in this  5.13, such Investments shall be taken at the original cost
thereof,  without  allowance  for any subsequent write-offs or appreciation or
depreciation  therein,  but  less any amount repaid or recovered on account of
capital  or  principal.

     For  purposes  of  this    5.13, at any time when a corporation becomes a
Subsidiary,  all  Investments of such corporation at such time shall be deemed
to  have  been  made  by  such  corporation,  as  a  Subsidiary, at such time.

5.14.        ab     Section Mergers, Consolidations and Sales of Assets .  (a)
The  Obligors will not (i) consolidate with or be a party to a merger with any
other  corporation  or  (ii)  sell,  lease  or otherwise dispose of all or any
substantial  part (as defined in paragraph (b) of this  5.14) of the assets of
the  Obligors;  provided,  however,  that:

(1)       ab     any Obligor (other than the Company) may merge or consolidate
with  or  into  any  other  Obligor  so long as in any merger or consolidation
involving  the  Company,  the  Company  shall  be  the surviving or continuing
corporation;

(2)        ab     the Company may consolidate or merge with any corporation if
(i) the surviving or continuing corporation shall be either (A) the Company or
(B)  an  entity  organized  under  the  laws  of  the  United  States  or  any
jurisdiction  thereof  which  shall  expressly  assume  in writing the due and
punctual  payment  of  the  principal  of, the premium and the interest on the
Notes  according  to  their  tenor  and  the  due and punctual performance and
observance  of  all  the  covenants  in  the  Notes  and  this Agreement to be
performed  or  observed by the Obligors and the Holders shall have received an
opinion  reasonably  satisfactory  to  the  holders  of  66-2/3%  in aggregate
principal  amount  of the Notes from independent counsel (which may be outside
counsel to the Company or any other counsel approved by the holders of 66-2/3%
in aggregate principal amount of the Notes) to the effect that such assumption
constitutes  the  legal,  valid  and  binding  agreement  of such surviving or
continuing  corporation  enforceable in accordance with its terms, and (ii) at
the  time  of  such consolidation or merger and after giving effect thereto no
Default  or  Event  of  Default  shall have occurred and be continuing and the
Obligors would be permitted to incur at least $1.00 of Debt under  5.9(A); and

(3)          ab        any Obligor (other than the Company) may sell, lease or
otherwise  dispose  of  all or any substantial part of its assets to any other
Obligor.

(b)        ab     As used in this  5.14, a sale, lease or other disposition of
assets  shall  be  deemed  to  be  a  "substantial  part" of the assets of the
Obligors if the book value of such assets, when added to the book value of all
other assets sold, leased or otherwise disposed of by the Obligors (other than
in the ordinary course of business) (i) during the 12-month period ending with
the date of such sale, lease or other disposition, exceeds 5% of Total Assets,
or (ii) during the period from and after the Closing Date to and including the
date of such sale, lease or other disposition, exceeds 25% of Total Assets, in
each  case determined as of the end of the immediately preceding fiscal year. 
Notwithstanding the foregoing, solely for determining whether a sale, lease or
other  disposition of assets shall be deemed to be a "substantial part" of the
assets  of  the  Obligors,  there  shall  be excluded any sale, lease or other
disposition  if  the  proceeds  of  such  sale, lease or other disposition are
applied  to  a  Debt  Purchase  Application  or  to  a  Property  Reinvestment
Application  or any combination thereof within 360 days after such sale, lease
or  other  disposition  of  assets.

5.15.          ab     Section Guaranties .  No Obligor shall be a guarantor or
surety  of,  or  otherwise  be  responsible  in any manner with respect to any
undertaking  of  any  other  Person,  or  otherwise,  except  for:

(i)          ab          Guaranties  of  the  Senior  Bank  Facility;

(ii)       ab     Guaranties by endorsement of instruments for deposit made in
the  ordinary  course  of  business,  and

(iii)          ab      those specific existing Guaranties listed in Annex B to
Exhibit  B  hereto.

5.16.          ab      Section Repurchase of Notes .  No Obligor or Affiliate,
directly  or  indirectly,  may  repurchase or make any offer to repurchase any
Notes  unless  an  offer has been made to repurchase Notes, pro rata, from all
Holders  at  the  same  time  and  upon  the  same  terms. In case any Obligor
repurchases  or  otherwise  acquires  any  Notes, such Notes shall immediately
thereafter be canceled and no Notes shall be issued in substitution therefor. 
Without  limiting  the  foregoing, upon the repurchase or other acquisition of
any  Notes  by  any  Obligor  or  any  Affiliate (or upon the agreement of any
Obligor  or  any  Affiliate  to purchase or otherwise acquire any Notes), such
Notes  shall  no  longer  be  outstanding  for purposes of any section of this
Agreement  relating  to  the taking by the Holders of any actions with respect
hereto,  including,  without  limitation,    6.3,    6.4  and    7.1.

5.17.     ab     Section Transactions with Affiliates .  No Obligor will enter
into  or  be  a  party  to  any  transaction or arrangement with any Affiliate
(including,  without  limitation,  the  purchase  from, sale to or exchange of
property  with,  or  the  rendering  of any service by or for, any Affiliate),
except  in  the ordinary course of and pursuant to the reasonable requirements
of  such  Obligor's  business  and  upon  fair  and  reasonable  terms no less
favorable  to  such  Obligor  than  would  obtain in a comparable arm's-length
transaction  with  a  Person  other  than  an  Affiliate.

5.18.          ab      Section Termination of Pension Plans .  No Obligor will
withdraw  from  any  Multiemployer  Plan  or  permit any employee benefit plan
maintained  by  it  to  be  terminated if such withdrawal or termination could
result  in withdrawal liability (as described in Part 1 of Subtitle E of Title
IV  of  ERISA)  or  the  imposition  of  a Lien on any property of any Obligor
pursuant  to  Section  4068  of  ERISA.

5.19.     ab     Section Reports and Rights of Inspection .  Each Obligor will
keep proper books of record and account in which full and correct entries will
be  made  of  all dealings or transactions of, or in relation to, the business
and  affairs  of  such  Obligor, in accordance with (GAAP consistently applied
(except  for  changes  disclosed  in the financial statements furnished to the
Holders  pursuant  to  this    5.19 and concurred in by the independent public
accountants  referred  to  in    5.19(B)  hereof),  and  will  furnish to each
Institutional  Holder  (in  duplicate  if  so  specified  below  or  otherwise
requested):

(a)        ab     Quarterly Statements.  As soon as available and in any event
within 45 days after the end of each quarterly fiscal period (except the last)
of  each  fiscal  year,  copies  of:

(1)      ab     consolidated balance sheets of the Obligors as of the close of
such  quarterly  fiscal  period,  setting  forth  in  comparative  form  the
consolidated  figures  for  the  fiscal  year  then  most  recently  ended,

(2)          ab     consolidated statements of income of the Obligors for such
quarterly  fiscal  period  and  for the portion of the fiscal year ending with
such  quarterly  fiscal period, in each case setting forth in comparative form
the consolidated figures for the corresponding periods of the preceding fiscal
year,  and

(3)       ab     consolidated statements of cash flows of the Obligors for the
portion  of  the fiscal year ending with such quarterly fiscal period, setting
forth  in  comparative  form  the  consolidated  figures for the corresponding
period  of  the  preceding  fiscal  year,

all  in  reasonable  detail  and  certified  as  complete  and  correct  by an
authorized  financial  officer  of  each  Obligor;

(b)          ab      Annual Statements.  As soon as available and in any event
within 90 days after the close of each fiscal year of the Obligors, copies of:

(1)      ab     consolidated balance sheets of the Obligors as of the close of
such  fiscal  year,  and

(2)         ab     consolidated statements of income and retained earnings and
cash  flows  of  the  Obligors  for  such  fiscal  year,

in  each  case  setting forth in comparative form the consolidated figures for
the  preceding  fiscal  year,  all  in  reasonable detail and accompanied by a
report  thereon  of  a  firm  of  independent public accountants of recognized
national standing selected by the Obligors to the effect that the consolidated
financial  statements  present  fairly,  in  all  material  respects,  the
consolidated  financial  position  of the Obligors as of the end of the fiscal
year being reported on and the consolidated results of the operations and cash
flows  for  said year in conformity with GAAP and that the examination of such
accountants in connection with such financial statements has been conducted in
accordance  with generally accepted auditing standards and included such tests
of  the  accounting  records  and  such  other  auditing  procedures  as  said
accountants  deemed  necessary  in  the  circumstances;

(c)      ab     Audit Reports.  Promptly upon receipt thereof, one copy of any
interim  or  special audit made by independent accountants of the books of any
Obligor  and  any  management  letter  received  from  such  accountants;

(d)     ab     SEC and Other Reports.  Promptly upon their becoming available,
one  copy  of each financial statement, report, notice or proxy statement sent
by  any  Obligor  to  stockholders  generally  and of each regular or periodic
report, and any registration statement or prospectus filed by any Obligor with
any  securities  exchange  or  the  Securities  and Exchange Commission or any
successor  agency,  and  copies  of any orders in any proceedings to which any
Obligor  is  a  party,  issued  by  any governmental agency, Federal or state,
having  jurisdiction  over  any  Obligor;

(e)       ab     ERISA Reports.  Promptly upon the occurrence thereof, written
notice of a Reportable Event with respect to any Plan; (ii) the institution of
any steps by any Obligor, any ERISA Affiliate, the PBGC or any other person to
terminate  any  Plan; (iii) the institution of any steps by any Obligor or any
ERISA  Affiliate  to  withdraw  from  any  Plan; (iv) a non-exempt "prohibited
transaction" within the meaning of Section 406 of ERISA in connection with any
Plan;  (v)  any  material  increase in the contingent liability of any Obligor
with  respect  to any post-retirement welfare liability; or (vi) the taking of
any action by, or the threatening of the taking of any action by, the Internal
Revenue  Service,  the  Department of Labor or the PBGC with respect to any of
the  foregoing;

(f)          ab        Officer's Certificates.  Within the periods provided in
paragraphs (a) and (b) above, a certificate of an authorized financial officer
of  each of the Obligors stating that such officer has reviewed the provisions
of this Agreement and setting forth:  (i) the information and computations (in
sufficient detail) required in order to establish whether the Obligors were in
compliance  with  the  requirements  of    5.6 through  5.18 at the end of the
period  covered  by  the  financial  statements then being furnished, and (ii)
whether there existed as of the date of such financial statements and whether,
to  the  best  of  such  officer's  knowledge, there exists on the date of the
certificate or existed at any time during the period covered by such financial
statements any Default or Event of Default and, if any such condition or event
exists  on  the  date  of the certificate, specifying the nature and period of
existence  thereof  and the action the Obligors are taking and propose to take
with  respect  thereto;

(g)          ab      Accountant's Certificates.  Within the period provided in
paragraph  (b)  above,  a certificate of the accountants who render an opinion
with  respect  to  such  financial statements, stating that they have reviewed
this  Agreement  and  stating  further  whether,  in  making their audit, such
accountants  have become aware of any Default or Event of Default under any of
the  terms  or  provisions  of  this  Agreement  insofar  as any such terms or
provisions  pertain to or involve accounting matters or determinations, and if
any  such  condition or event then exists, specifying the nature and period of
existence  thereof;

(h)          ab     Additional Reports.  As soon as available and in any event
within  30  days after the end of each fiscal quarter, a report setting forth,
for  such  fiscal  quarter and for the portion of the fiscal year ending as of
the  last  day  of  such  fiscal  quarter,  and  in each case setting forth in
comparative form the figures for the same periods of the previous fiscal year,
(i)  all  residential  sales,  (ii)  all Residential Homes Under Construction,
(iii)  all  Land  Held  for  Future  Development,  Land  Under Development and
Developed  Lots,  whether under contract to be sold or not, (iv) the Obligors'
backlog  of  orders  as  of  the  end  of each such period, and (v) new orders
received  by  the  Obligors during such period, all in such form and detail as
the  Holders  may  reasonably  require;  and

(i)      ab     Requested Information.  With reasonable promptness, such other
data  and  information  as  such  Institutional Holder may reasonably request.

Without  limiting  the  foregoing, the Obligors will permit each Institutional
Holder  (or such Persons as such Institutional Holder may designate), to visit
and  inspect,  under  the  Obligors'  guidance,  any  of the properties of the
Obligors, to examine all of their books of account, records, reports and other
papers,  to make copies and extracts therefrom and to discuss their respective
affairs,  finances and accounts with their respective officers, employees, and
independent  public  accountants (and by this provision the Obligors authorize
said  accountants  to  discuss  with any Institutional Holder the finances and
affairs  of  the Obligors) all at such reasonable times and as often as may be
reasonably  requested.    The  Obligors  shall pay or reimburse any Holder for
expenses which such Holder may incur in connection with any such visitation or
inspection  promptly upon demand provided, that so long as no Default or Event
of Default shall then be continuing, the Obligors shall not be required to pay
or  reimburse  (A) any Holder other than the Purchasers or (B) expenses of the
Purchasers  (i)  of  more  than  two (2) representatives of such Institutional
Holder  in  connection  with any such visitation or inspection or (ii) for any
visit  or  inspection  more  often  than  once  per  fiscal  year.

5.20.        ab     Section Joinder Agreement .  The Obligors shall cause each
New Subsidiary to execute and deliver a joinder agreement substantially in the
form  of  Exhibit  E  attached  hereto,  concurrently  with the acquisition or
creation  of  such  New  Subsidiary.

6.          abSECTION  EVENTS  OF  DEFAULT  AND  REMEDIES  THEREFOR.

6.1.      ab     Section Events of Default .  Any one or more of the following
shall  constitute  an  "Event  of  Default  "  as  such  term  is used herein:

(a)     ab     Default shall occur in the payment of interest on any Note when
the  same  shall have become due and such default shall continue for more than
five  business  days;  or

(b)     ab     Default shall occur in the making of any required prepayment on
any  of  the  Notes  as  provided  in    2.1;  or

(c)       ab     Default shall occur in the making of any other payment of the
principal  of  any  Note  or  premium, if any, thereon at the expressed or any
accelerated  maturity  date  or  at  any  date  fixed  for  prepayment;  or

(d)     ab     Default shall be made in the payment when due (whether by lapse
of time, by declaration, by call for redemption or otherwise) of the principal
of  or interest on any Material Debt (other than the Notes) of any Obligor and
such  default  shall continue beyond the period of grace, if any, allowed with
respect  thereto;  or

(e)         ab     Default or the happening of any event shall occur under any
indenture,  agreement or other instrument under which any Material Debt of any
Obligor may be issued and such default or event shall continue for a period of
time  sufficient  to  permit  the acceleration of the maturity of any Material
Debt  of  any  Obligor  outstanding  thereunder;  or

(f)         ab     Default shall occur in the observance or performance of any
covenant  or  agreement  contained in  5.6 through  5.14 which is not remedied
within  five  days after the earlier of (i) the day on which any Obligor first
obtains  knowledge  of  such  default, or (ii) the day on which written notice
thereof  is  given  to  the  Obligors  by  any  Holder;  or

(g)         ab     Default shall occur in the observance or performance of any
other  provision  of  this  Agreement which is not remedied within thirty days
after  the earlier of (i) the day on which any Obligor first obtains knowledge
of  such  default, or (ii) the day on which written notice thereof is given to
the  Obligors  by  any  Holder;  or

(h)       ab     Any representation or warranty made by any Obligor herein, or
made  by  any Obligor in any statement or certificate furnished by any Obligor
in  connection with the consummation of the issuance and delivery of the Notes
or furnished by any Obligor pursuant hereto, is untrue in any material respect
as  of  the  date  of  the  issuance  or  making  thereof;  or

(i)          ab          Final  judgment or judgments for the payment of money
aggregating  in excess of $3,000,000 is or are outstanding against any Obligor
or against any property or assets of any Obligor and any one of such judgments
has  remained  unpaid,  unvacated, unbonded or unstayed by appeal or otherwise
for  a  period  of  30  days  from  the  date  of  its  entry;  or

(j)       ab     A custodian, liquidator, trustee or receiver is appointed for
any  Obligor  or  for  the  major  part  of  the property of either and is not
discharged  within  30  days  after  such  appointment;  or

(k)         ab     Any Obligor becomes insolvent or bankrupt, is generally not
paying  its debts as they become due or makes an assignment for the benefit of
creditors,  or  any  Obligor  applies  for or consents to the appointment of a
custodian,  liquidator,  trustee or receiver for such Obligor or for the major
part  of  the  property  of  any  such  Obligor;  or

(l)          ab          Bankruptcy, reorganization, arrangement or insolvency
proceedings,  or  other proceedings for relief under any bankruptcy or similar
law  or  laws  for  the  relief  of  debtors, are instituted by or against any
Obligor  and,  if  instituted against any Obligor, are consented to or are not
dismissed  within  60  days  after  such  institution.

6.2.          ab        Section Notice to Holders .  When any Event of Default
described  in  the foregoing  6.1 has occurred, or if any Holder or the holder
of  any  other  evidence  of Debt of any Obligor gives any notice or takes any
other  action  with  respect  to a claimed default, the Obligors agree to give
notice  within  three  business  days  of  such  event  to  all  Holders.

6.3.          ab       Section Acceleration of Maturities .  When any Event of
Default  described  in paragraphs (a) through (i), inclusive, of said  6.1 has
happened  and  is continuing, any Holder or Holders holding 25% or more of the
principal  amount  of  Notes  at  the  time  outstanding may, by notice to the
Obligors,  declare  the entire principal and all interest accrued on all Notes
to  be,  and  all  Notes  shall  thereupon  become, forthwith due and payable,
without  any  presentment, demand, protest or other notice of any kind, all of
which  are  hereby  expressly  waived.  In addition, when any Event of Default
described in paragraph (a), (b) or (c) of  6.1 has happened and is continuing,
any  Holder  may,  by written notice to the Obligors, declare the principal of
and  accrued interest on the Notes of such Holder to be, and the Notes of such
Holder  shall  thereupon  become,  forthwith  due  and  payable,  without  any
presentment,  demand,  or  other  notice  of any kind, all of which are hereby
expressly  waived.   When any Event of Default described in paragraph (j), (k)
or  (l)  of    6.1  has occurred, then all outstanding Notes shall immediately
become  due  and  payable  without presentment, demand or notice of any kind. 
Upon  the  Notes  (or portion thereof) becoming due and payable as a result of
any  Event  of  Default  as  aforesaid, the Obligors will forthwith pay to the
Holder  or  Holders  thereof, the entire principal and interest accrued on the
Notes  due and payable and, to the extent not prohibited by applicable law, an
amount as liquidated damages for the loss of the bargain evidenced hereby (and
not  as  a  penalty) equal to the Modified Make-Whole Amount, determined as of
the  date  on  which  the Notes shall so become due and payable.  No course of
dealing  on  the part of the Holder or Holders nor any delay or failure on the
part  of  any  Holder  to exercise any right shall operate as a waiver of such
right  or  otherwise prejudice such Holder's rights, powers and remedies.  The
Obligors  further  agree, to the extent permitted by law, to pay to the Holder
or  Holders  all  costs and expenses incurred by them in the collection of any
Notes upon any default hereunder or thereon, including reasonable compensation
to such Holder's or Holders' attorneys for all services rendered in connection
therewith.

6.4.       ab     Section Rescission of Acceleration .  The provisions of  6.3
are  subject to the condition that if the principal of and accrued interest on
all or any outstanding Notes have been declared immediately due and payable by
reason  of  the occurrence of any Event of Default described in paragraphs (a)
through  (i),  inclusive,  of    6.1,  the  Holders  holding  51% in aggregate
principal  amount  of  the  Notes  then outstanding may, by written instrument
filed  with  the  Obligors,  rescind  and  annul  such  declaration  and  the
consequences  thereof,  provided that at the time such declaration is annulled
and  rescinded:

(a)       ab     no judgment or decree has been entered for the payment of any
monies  due  pursuant  to  the  Notes  or  this  Agreement;

(b)       ab     all arrears of interest upon all the Notes and all other sums
payable  under  the  Notes  and  under  this  Agreement (except any principal,
interest  or  premium  on the Notes which has become due and payable solely by
reason  of  such  declaration  under    6.3)  shall  have  been duly paid; and

(c)        ab     each and every other Default and Event of Default shall have
been  made  good,  cured  or  waived  pursuant  to    7.1;

and provided further, that no such rescission and annulment shall extend to or
affect  any  subsequent  Default  or  Event  of  Default  or  impair any right
consequent  thereto.

7.          abSECTION  AMENDMENTS,  WAIVERS  AND  CONSENTS.

7.1.       ab     Section Consent Required .  Any term, covenant, agreement or
condition  of this Agreement may, with the consent of the Obligors, be amended
or  compliance  therewith  may  be waived (either generally or in a particular
instance  and  either  retroactively  or prospectively), if the Obligors shall
have  obtained  the consent in writing of the Holders holding at least 66-2/3%
in  aggregate  principal  amount of outstanding Notes; provided, however, that
without the written consent of all of the Holders, no such amendment or waiver
shall  be  effective  (i) which will change the time of payment (including any
prepayment  required  by  2.1) of the principal of or the interest on any Note
or change the principal amount thereof or reduce the rate of interest thereon,
or  (ii)  which  will  change  any  of the provisions with respect to optional
prepayments,  or (iii) which will change the percentage of Holders required to
consent to any such amendment or waiver of any of the provisions of this  7 or
 6.

7.2.        ab     Section Solicitation of Holders .  So long as there are any
Notes  outstanding, the Obligors will not solicit, request or negotiate for or
with  respect  to any proposed waiver or amendment of any of the provisions of
this  Agreement or the Notes unless each Holder (irrespective of the amount of
Notes then owned by it) shall be informed thereof by the Obligors and shall be
afforded  the opportunity of considering the same and shall be supplied by the
Obligors with sufficient information to enable it to make an informed decision
with  respect  thereto.  The Obligors will not, directly or indirectly, pay or
cause  to  be  paid  any  remuneration,  whether  by  way  of  supplemental or
additional  interest,  fee or otherwise, to any Holder as consideration for or
as  an inducement to entering into by any Holder of any waiver or amendment of
any  of  the  terms  and provisions of this Agreement or the Notes unless such
remuneration  is  concurrently  offered,  on  the  same  terms, ratably to all
Holders.

7.3.     ab     Section Effect of Amendment or Waiver .  Any such amendment or
waiver  shall  apply  equally  to all of the Holders and shall be binding upon
them,  upon  each future Holder and upon the Obligors, whether or not any Note
shall  have  been  marked  to  indicate  such  amendment  or  waiver.  No such
amendment  or  waiver  shall  extend to or affect any obligation not expressly
amended  or  waived  or  impair  any  right  consequent  thereon.

8.          abSECTION  INTERPRETATION  OF  AGREEMENT;  DEFINITIONS.

8.1.      ab     Section Definitions .  Unless the context otherwise requires,
the  terms  hereinafter  set  forth  when used herein shall have the following
meanings and the following definitions shall be equally applicable to both the
singular  and  plural  forms  of  any  of  the  terms  herein  defined:

     "Affiliate"  shall  mean  any  Person  (other  than an Obligor) (i) which
directly  or  indirectly  through  one  or more intermediaries controls, or is
controlled  by,  or  is  under  common  control  with, any Obligor, (ii) which
beneficially  owns or holds 5% or more of any class of the Voting Stock of any
Obligor  or  (iii)  5% or more of the Voting Stock (or in the case of a Person
which  is  not  a  corporation, 5% or more of the equity interest) of which is
beneficially  owned  or  held  by  any  Obligor.  The term "control" means the
possession,  directly  or  indirectly,  of  the  power  to direct or cause the
direction  of  the  management  and  policies of a Person, whether through the
ownership  of  Voting  Stock,  by  contract  or  otherwise.

     "Agreement"  shall mean this Note Agreement as amended from time to time.

     "Banks"  shall  mean  Bank  One,  Indiana,  NA,  and any other bank which
becomes  a  party  to  the  Senior  Bank  Facility.

     "Borrowing  Base"  shall mean the sum of (i) 100% of the aggregate amount
of  cash  and  cash equivalents of the Obligors, (ii) 80% of the lesser of the
net  book value or current market value of Spec Homes, (iii) 90% of the lesser
of  the  net  book  value  or  current market value of Residential Homes under
Construction  (including  model homes), (iv) 65% of the lesser of the net book
value  or  current  market  value  of Consolidated Land Investments (excluding
options  to  acquire land) and (v) 95% of the receivables of the Obligors held
in  escrow.

     "Capitalized  Lease" shall mean any lease the obligation for Rentals with
respect to which is required to be capitalized on a consolidated balance sheet
of  the  lessee  and  its  subsidiaries  in  accordance  with  GAAP.

     "Capitalized  Rentals"  of  any  Person  shall mean as of the date of any
determination  thereof  the  amount  at which the aggregate Rentals due and to
become  due  under  all Capitalized Leases under which such Person is a lessee
would  be  reflected  as  a  liability on a consolidated balance sheet of such
Person.

     "Change  of  Control" shall mean a Person or group (within the meaning of
Section  13(d)(3)  or 14(d)(2) of the 1934 Act), other than (i) John Scheumann
or  Richard  Crosser,  or  (ii) the spouses, lineal descendants and spouses of
lineal descendants of the persons named in clause (i), or (iii) the estates or
legal  representatives  of the persons named in clauses (i) and (ii), becoming
the "beneficial owner" (as defined in Rule 13d-3 under the 1934 Act) of 50% or
more  (determined  by  number  of  votes) of the issued and outstanding Voting
Stock  of  the  Company.

     As  used  herein,  the  term "Change of Control Date" shall mean any date
upon  which  a  Change  of  Control  shall  occur.

     "Closing  Date"  is  defined  in    1.2

     "Code"  shall  mean  the  Internal  Revenue  Code  of  1986,  as amended.

     "Company" shall mean Crossmann Communities, Inc., an Indiana corporation,
and  any  Person  who succeeds to all, or substantially all, of the assets and
business  of  Crossmann  Communities,  Inc.

     "Confidential  Information"  shall mean any written information delivered
or  made  available by or on behalf of any Obligor, either directly or through
any Person referred to in  5.19 hereof, to a Holder pursuant to this Agreement
which  information  is  marked  confidential,  but  in  no event shall include
information  (i) which was publicly known or otherwise known to such Holder at
the time of disclosure, (ii) which subsequently becomes publicly known through
no  act  or  omission by such Holder or (iii) which otherwise becomes known to
such  Holder  other  than  through  disclosure  by or on behalf of an Obligor.

     "Consolidated  Adjusted  Tangible Net Worth" shall mean as of the date of
any  determination  thereof  the  remainder of (i) shareholders' equity of the
Obligors  determined on a consolidated basis in accordance with GAAP less (ii)
the sum of all Intangible Assets arising after March 31, 1998 (other than good
will  arising in connection with the acquisition of the predecessor to CCNC in
an  amount  not  in  excess  of  $8,200,000).

     "Consolidated  Current  Assets"  shall  mean  as  of  the  date  of  any
determination  thereof  the  sum  of  (i)  cash  and  cash  equivalents,  (ii)
retainages  and (iii) real estate inventories, of the Obligors determined on a
consolidated  basis  in  accordance  with  GAAP.

     "Consolidated  Current  Liabilities"  shall  mean  as  of the date of any
determination thereof such liabilities of the Obligors on a consolidated basis
as shall be determined in accordance with GAAP constitute current liabilities,
excluding, to the extent otherwise included therein, liabilities consisting of
the  so-called "current maturities" of Total Debt but including, in any event,
the  amount  of revolving credit under bank facilities and the total amount of
all  letters  of  credit  issued  and  outstanding.

     "Consolidated  Joint  Venture  Investments" shall mean, as of the date of
any  determination  thereof, the aggregate Investments of the Obligors in land
development  joint  ventures  formed to engage principally in land development
including,  without  limitation,  Special  Joint  Venture  Investments.

     "Consolidated  Land  Investments"  shall  mean,  as  of  the  date of any
determination  thereof,  the sum of (i) Land Held for Future Development, (ii)
Land  Under  Development,  (iii)  Developed  Lots  and (iv) Investments by the
Obligors  in  options  to  acquire  land,  excluding  Special  Joint  Venture
Investments.

     "Consolidated  Net  Income"  for  any period shall mean net income of the
Obligors  for  such  period,  determined on a consolidated basis in accordance
with  GAAP,  excluding  any  extraordinary  gains or losses and any unremitted
earnings  of  any  corporation  not  a  Subsidiary.

     "Consolidated  Subsidiary  Debt"  shall  mean  as  of  the  date  of  any
determination  thereof  all  Debt of Subsidiaries determined on a consolidated
basis  in  accordance  with  GAAP, excluding, to the extent otherwise included
therein, (i) Debt of Subsidiaries owing to another Obligor and (ii) the Notes.

     "Debt"  of  any  Person  shall  mean, as of the date of any determination
thereof:

(i)       ab     all obligations of such Person for borrowed money, including,
but  not limited to, obligations for borrowed money evidenced by notes, bonds,
debentures  or  similar  evidences  of  indebtedness  of  such  Person,

(ii)      ab     obligations secured by any Lien upon property or assets owned
by  such  Person, even though such Person has not assumed or become liable for
the  payment  of  such  obligation  including, without limitation, obligations
secured  by  Liens  arising  from  the  sale  or transfer of notes or accounts
receivable,

(iii)      ab     obligations created or arising under any conditional sale or
other  title  retention  agreement  with  respect to property acquired by such
Person,  notwithstanding  the fact that the rights and remedies of the seller,
lender  or  lessor under such agreement in the event of default are limited to
repossession  or  sale  of property including, without limitation, obligations
secured  by  Liens  arising  from  the  sale  or transfer of notes or accounts
receivable,

(iv)          ab          Capitalized  Rentals,

(v)     ab     obligations of such Person representing the deferred and unpaid
purchase  price  of  any  property  or  business  or services, excluding trade
payables  and  accrued  expenses  constituting  current  liabilities,

(vi)          ab      letters of credit issued for the account of such Person;

(vii)        ab     obligations of joint ventures of such Person to the extent
the holder of such obligations has recourse to such Person with respect to the
satisfaction  of  such  obligations;  and

(viii)          ab        Guaranties of obligations of others of the character
referred  to  hereinabove  in  this  definition.

     "Debt  Purchase  Application" shall mean, with respect to any sale, lease
or other disposition, the application by an Obligor of cash in an amount equal
to  the proceeds of such sale, lease or other transfer to pay or prepay Senior
Debt  of  an Obligor including, in each case, a prepayment pursuant to  2.2 of
this Agreement of a principal amount of the Notes equal to or greater than the
amount  which  bears  the  same ratio to the aggregate principal amount of all
Notes  as  the  principal amount of all Notes bears to the principal amount of
all  Senior  Debt.

     "Default"  shall  mean  any  event  or  condition the occurrence of which
would,  with the lapse of time or the giving of notice, or both, constitute an
Event  of  Default.

     "Developed Lots" shall mean, as of the date of any determination thereof,
land  owned by an Obligor 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  Obligors'  most  recent  financial  statements and
excluding,  in any event, any land on which an Obligor has contracted to build
a  residence.

     "ERISA"  shall  mean the Employee Retirement Income Security Act of 1974,
as  amended,  and  any  successor statute of similar import, together with the
regulations  thereunder,  in  each  case  as  in  effect  from  time to time. 
References  to  sections  of  ERISA  shall  be  construed to also refer to any
successor  sections.

     "ERISA  Affiliate" shall mean any corporation, trade or business that is,
along  with  any  Obligor, a member of a controlled group of corporations or a
controlled  group  of trades or businesses, as described in section 414(b) and
414(c),  respectively,  of  the  Code  or  Section  4001  of  ERISA.

     "Event  of  Default"  shall  have  the  meaning  set  forth  in    6.1.

     "Fixed Charges" for any period shall mean on a consolidated basis the sum
of  (i)  all Rentals (other than Rentals on Capitalized Leases) payable during
such period by the Obligors, and (ii) all Interest Charges on all Indebtedness
(including  the  interest  component  of Rentals on Capitalized Leases) of the
Obligors.

     "GAAP" shall mean generally accepted accounting principles at the time in
the  United  States.

     "Guaranties"  by  any  Person  shall  mean  all  obligations  (other than
endorsements  in the ordinary course of business of negotiable instruments for
deposit or collection) of such Person guaranteeing, or in effect guaranteeing,
any  Indebtedness,  dividend  or  other  obligation  of  any other Person (the
"primary  obligor")  in any manner, whether directly or indirectly, including,
without  limitation, all obligations incurred through an agreement, contingent
or otherwise, by such Person:  (i) to purchase such Indebtedness or obligation
or  any property or assets constituting security therefor, (ii) subject to the
last  sentence  of  this  definition,  to  advance or supply funds (x) for the
purchase  or  payment  of  such  Indebtedness  or  obligation, (y) to maintain
working  capital  or  other balance sheet condition or otherwise to advance or
make  available  funds  for  the  purchase  or payment of such Indebtedness or
obligation,  (iii)  to  lease  property  or  to  purchase  Securities or other
property  or  services primarily for the purpose of assuring the owner of such
Indebtedness  or  obligation  of  the  ability  of the primary obligor to make
payment  of  the  Indebtedness  or obligation, or (iv) otherwise to assure the
owner of the Indebtedness or obligation of the primary obligor against loss in
respect  thereof.    For  the  purposes  of  all  computations made under this
Agreement,  a Guaranty in respect of any Debt shall be deemed to be Debt equal
to the principal amount of such Indebtedness for borrowed money which has been
guaranteed,  and a Guaranty in respect of any other obligation or liability or
any dividend shall be deemed to be Indebtedness equal to the maximum aggregate
amount  of  such  obligation,  liability  or dividend.  "Guaranties" shall not
include  Investments  by  an  Obligor  in  joint  ventures which are permitted
hereunder  and  with  respect  to  which there is no recourse to such Obligor.

     "Holder"  shall  mean  any Person which is, at the time of reference, the
registered  Holder  of  any  Note.

     "Indebtedness"  of  any  Person shall mean and include all obligations of
such  Person  which in accordance with GAAP shall be classified upon a balance
sheet  of  such  Person  as liabilities of such Person, and in any event shall
include  all  Debt.

     "Institutional  Holder"  shall mean any Holder which is a Purchaser or an
insurance  company,  bank,  savings  and  loan  association,  trust  company,
investment  company,  charitable foundation, employee benefit plan (as defined
in  ERISA)  or  other institutional investor or financial institution and, for
purposes of the direct payment provisions of this Agreement, shall include any
nominee  of  any  such  Holder.

     "Intangible  Assets"  shall  mean  as  of  the  date of any determination
thereof  the  total  amount  of  all assets of the Obligors consisting of good
will,  patents, trade names, trade marks, copyrights, franchises, experimental
expense, organization expense, unamortized debt discount and expense, deferred
assets  other  than prepaid insurance and prepaid taxes, the excess of cost of
shares acquired over book value of related assets and such other assets as are
properly  classified  as  "intangible  assets"  in  accordance  with  GAAP.

     "Interest  Charges"  for  any  period  shall  mean  all interest, whether
capitalized  or expensed, and all amortization of debt discount and expense on
any  particular  Indebtedness  for  which  such  calculations are being made. 
Computations  of Interest Charges on a pro forma basis for Indebtedness having
a variable interest rate shall be calculated at the rate in effect on the date
of  any  determination.

     "Investments"  shall  mean  all  investments,  in  cash or by delivery of
property made, directly or indirectly in any Person, whether by acquisition of
shares of capital stock, indebtedness or other obligations or Securities or by
loan,  advance,  capital  contribution  or  otherwise.

     "Joint Venture Subsidiary" shall mean any Subsidiary of the Company owned
jointly  with a non-affiliated third party entered into for the development of
real  estate  projects.

     "Land  He  Id  for  Future  Development" shall mean as of the date of any
determination  thereof,  land  owned  by an Obligor with respect to which such
Obligor  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  Obligors'  most  recent  financial  statements.

     "Land  Under  Development" shall mean as of the date of any determination
thereof,  land  owned by an Obligor and with respect to which such Obligor 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 Obligors' most recent
financial  statements.

     "Lien"  shall  mean  any interest in property securing an obligation owed
to, or a claim by, a Person other than the owner of the property, whether such
interest  is  based  on the common law, statute or contract, and including but
not  limited  to  the  security  interest  lien  arising  from  a  mortgage,
encumbrance, pledge, conditional sale or trust receipt or a lease, consignment
or  bailment  for  security  purposes.    The  term  "Lien"  shall  include
reservations,  exceptions, encroachments, easements, rights-of-way, covenants,
conditions,  restrictions,  leases and other title exceptions and encumbrances
(including,  with  respect  to  stock,  stockholder  agreements,  voting trust
agreements,  buy-back  agreements  and  all  similar  arrangements)  affecting
property.    For the purposes of this Agreement, an Obligor shall be deemed to
be  the  owner  of  any  property  which it has acquired or holds subject to a
conditional sale agreement, Capitalized Lease or other arrangement pursuant to
which  title  to  the  property  has  been retained by or vested in some other
Person  for security purposes and such retention or vesting shall constitute a
Lien.

     "Make-Whole  Amount"  means, with respect to any Note, an amount equal to
the  excess,  if  any,  of  the  Discounted  Value  of the Remaining Scheduled
Payments  with respect to the Called Principal of such Note over the amount of
such  Called Principal, provided that the Make-Whole Amount may in no event be
less  than  zero.  For  the purposes of determining the Make-Whole Amount, the
following  terms  have  the  following  meanings:

     "Called Principal" means, with respect to any Note, the principal of such
Note that is to be prepaid pursuant to  2.2 or has become or is declared to be
immediately  due  and  payable  pursuant  to    6.3,  as the context requires.

     "Discounted  Value"  means,  with  respect to the Called Principal of any
Note, the amount obtained by discounting all Remaining Scheduled Payments with
respect  to such Called Principal from their respective scheduled due dates to
the  Settlement Date with respect to such Called Principal, in accordance with
accepted  financial  practice  and  at  a discount factor (applied on the same
periodic basis as that on which interest on the Notes is payable) equal to the
Reinvestment  Yield  with  respect  to  such  Called  Principal.

     "Reinvestment  Yield"  means, with respect to the Called Principal of any
Note,  .50%  over the yield to maturity implied by (i) the yields reported, as
of  10:00  A.M.  (New York City time) on the second Business Day preceding the
Settlement  Date  with  respect  to  such  Called  Principal,  on  the display
designated  as  Screen  PX7 on the Bloomberg Financial Markets Services Screen
(or  such  other  display  as  may  replace  Screen PX7 on Bloomberg Financial
Markets Services Screen) for actively traded U.S. Treasury securities having a
maturity  equal  to  the Remaining Average Life of such Called Principal as of
such  Settlement Date, or (ii) if such yields are not reported as of such time
or the yields reported as of such time are not ascertainable (including by way
of  interpolation), the Treasury Constant Maturity Series Yields reported, for
the  latest  day  for which such yields have been so reported as of the second
Business  Day  preceding  the  Settlement  Date  with  respect  to such Called
Principal,  in  Federal  Reserve  Statistical  Release  H.15  (519)  (or  any
comparable successor publication) for actively traded U.S. Treasury securities
having  a constant maturity equal to the Remaining Average Life of such Called
Principal  as of such Settlement Date/  Such implied yield will be determined,
if  necessary,  by  (a)  converting  U.S.  Treasury  bill  quotations  to
bond-equivalent  yields in accordance with accepted financial practice and (b)
interpolating  linearly between (1) the actively traded U.S. Treasury security
with a maturity closest to and greater than the Remaining Average Life and (2)
the actively traded U.S. Treasury security with a maturity closest to and less
than  the  Remaining  Average  Life.

     "Remaining Average Life" means, with respect to any Called Principal, the
number  of  years  (calculated  to  the  nearest one-twelfth year) obtained by
dividing  (i) such Called Principal into (ii) the sum of the products obtained
by multiplying (a) the principal component of each Remaining Scheduled Payment
with  respect  to such Called Principal by (b) the number of years (calculated
to  the nearest one-twelfth year) that will elapse between the Settlement Date
with  respect  to  such  Called  Principal  and the scheduled due date of such
Remaining  Scheduled  Payment.

     "Remaining  Scheduled  Payments"  means,  with  respect  to  the  Called
Principal  of  any  Note,  all  payments of such Called Principal and interest
thereon  that  would  be  due  after  the Settlement Date with respect to such
Called Principal if no payment of such Called Principal were made prior to its
scheduled  due  date,  provided  that if such Settlement Date is not a date on
which  interest payments are due to be made under the terms of the Notes, then
the  amount  of the next succeeding scheduled interest payment will be reduced
by  the  amount of interest accrued to such Settlement Date and required to be
paid  on  such  Settlement  Date  pursuant  to    2.2  or    6.3.

     "Settlement  Date"  means,  with  respect  to the Called Principal of any
Note,  the  date  on which such Called Principal is to be prepaid pursuant to 
2.2 or has become or is declared to be immediately due and payable pursuant to
 6.3,  as  the  context  requires.

     "Material  Debt" shall mean, as of the date of any determination thereof,
one  or more obligations of any Obligor constituting Debt which is outstanding
in  an  aggregate  principal  amount  in  excess  of  $3,000,000.

     "Modified  Make-Whole Amount" shall mean the Make-Whole Amount as defined
herein except that ".75%" shall be substituted for ".50%" in the definition of
"Reinvestment  Yield".

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

     "Multiemployer  Plan"  shall  have  the  same  meaning  as  in  ERISA.

     "Net  Income  Available  for Fixed Charges" for any period shall mean the
sum  of  (i)  Consolidated  Net  Income during such period plus (to the extent
deducted  in determining Consolidated Net Income), (ii) all provisions for any
Federal,  state  or other income taxes made by the Obligors during such period
and  (iii)  Fixed  Charges  of  the  Company  and its Subsidiaries during such
period.

     "New  Subsidiary"  shall  mean any Subsidiary, other than a Joint Venture
Subsidiary,  acquired  or  created  by  any  Obligor  after  the Closing Date.

     "1933  Act"  shall  mean  the  Securities  Act  of  1933,  as  amended.

     "1934  Act"  shall  mean the Securities Exchange Act of 1934, as amended.

     "Notice  Cut-Off  Date"  shall have the meaning assigned to such term in 
2.3.

     "PBGC"  means  the  Pension  Benefit  Guaranty Corporation and any entity
succeeding  to  any  or  all  of  its  functions  under  ERISA.

     "Person"  shall  mean  an  individual, partnership, corporation, trust or
unincorporated  organization,  and  a  government  or  agency  or  political
subdivision  thereof.
     "Plan"  means  a  "pension  plan,"  as  such  term  is  defined in ERISA,
established or maintained by any Obligor or any ERISA Affiliate or as to which
any Obligor or any ERISA Affiliate contributed or is a member or otherwise may
have  any  liability.

     "Prepayment Notice" shall have the meaning assigned to such term in  2.3.

     "Property Reinvestment Application" shall mean, with respect to any sale,
lease  or  other  transfer  of  assets,  the  application by an Obligor of the
proceeds  thereof  to  the acquisition by an Obligor of operating assets to be
used  in  the  ordinary  course  of  business  by  such  Obligor.

     "Purchasers"  shall  have  the  meaning  set  forth  in    1.1.

     "QPAM  Exemption"  means  Prohibited  Transaction  Class  Exemption 84-14
issued  by  the  United  States  Department  of  Labor.

     "Rentals"  shall  mean  and  include  as of the date of any determination
thereof all fixed payments (including as such all payments which the lessee is
obligated  to  make  to the lessor on termination of the lease or surrender of
the  property)  payable by an Obligor, as lessee or sublessee under a lease of
real  or  personal property, but shall be exclusive of any amounts required to
be paid by an Obligor (whether or not designated as rents or additional rents)
on  account  of  maintenance,  repairs, insurance, taxes and similar charges. 
Fixed  rents  under any so-called "percentage leases" shall be computed solely
on  the  basis of the minimum rents, if any, required to be paid by the lessee
regardless  of  sales  volume  or  gross  revenues.

     "Reportable  Event"  shall  have  the  same  meaning  as  in  ERISA.

     "Residential  Homes  under Construction" shall mean as of the date of any
determination  thereof,  (a)  land  on  which  construction of a residence has
begun,  (b)  all residential housing completed by any Obligor, including model
homes  owned by any Obligor and (c) land on which an Obligor has contracted to
build  a  residence, regardless of whether construction has begun, and, in any
event,  shall  include, without duplication, all items recorded in the account
"Residential  Homes Under Construction" on the Obligors' most recent financial
statements  excluding,  in  any  event,  all  Spec  Homes.

     "S&P"  shall  mean  Standard  &  Poor's  Ratings  Group,  a  division  of
McGraw-Hill,  Inc.
     "Security"  shall  have  the  same  meaning  as  in  Section  2(1) of the
Securities  Act  of  1933,  as  amended.

     "Senior  Bank  Facility"  shall  mean  that  certain Amended and Restated
Credit Agreement dated December 21, 1995 between the Company and the Banks and
any  agreement  which amends, replaces or supersedes such Credit Agreement and
is  otherwise entered into in compliance with the terms and provisions of this
Agreement.

     "Senior  Debt"  shall  mean and include any Debt of an Obligor (excluding
Debt  owing  to an Obligor, Subsidiary or Affiliate) which is not expressed to
be  junior  or  subordinate  to  any  other  Debt  of  such  Obligor.

     "Spec  Homes"  shall  mean speculative homes and model homes completed or
under  construction, and winter foundations or land which any Obligor owns and
does  not  have  a  contract  with  a  third  party  to  build  a  house.

     "Special  Joint Venture Investments" shall mean Investments by an Obligor
in non-consolidated joint venture partnerships formed to engage principally in
single-family  land  development.

     "Subordinated Debt" shall mean all Debt of any Obligor which is junior or
subordinate  by  its  terms  to  the  Notes.

     The  term  "subsidiary"  shall  mean as to any particular parent business
entity,  any business entity of which (i) in the case of any corporation, more
than 50% (by number of votes) of the Voting Stock shall be beneficially owned,
directly or indirectly, by such parent business entity and (ii) in the case of
any  partnership,  limited  liability company or similar entity, a partnership
interest,  membership  interest  or  similar interest which exceeds 50% of the
aggregate  outstanding  partnership  interest,  membership interest or similar
interest  and  which  permits  the  owner  thereof, directly or indirectly, to
direct  the  management  of  such  partnership,  limited  liability company or
similar  entity  shall  be  owned  by  such  parent business entity.  The term
"Subsidiary"  shall  mean  a  subsidiary  of  any  Obligor.

     "Total Assets" shall mean as of the date of any determination thereof the
sum  of  all  assets of the Obligors less depreciation, amortization and other
properly  deductible  valuation reserves determined on a consolidated basis in
accordance  with  GAAP.

     "Total  Capitalization"  shall  mean  as of the date of any determination
thereof the sum of (i) Consolidated Adjusted Tangible Net Worth and (ii) Total
Debt.
     "Total  Debt"  shall mean as of the date of any determination thereof all
Debt  of  the  Obligors  determined on a consolidated basis in accordance with
GAAP.

     "Voting  Stock"  shall  mean  as of the date of any determination thereof
Securities  of  any  class or classes, the holders of which are ordinarily, in
the  absence  of  contingencies, entitled to elect a majority of the corporate
directors  (or  Persons  performing  similar  functions).

8.2.     ab     Section Accounting Principles .  Where the character or amount
of  any  asset  or  liability  or  item of income or expense is required to be
determined or any consolidation or other accounting computation is required to
be  made  for  the  purposes  of  this  Agreement,  the  same shall be done in
accordance  with  GAAP, to the extent applicable, except where such principles
are  inconsistent  with  the  requirements  of  this  Agreement.

8.3.      ab     Section Directly or Indirectly .  Where any provision in this
Agreement  refers to action to be taken by any Person, or which such Person is
prohibited  from taking, such provision shall be applicable whether the action
in  question  is  taken  directly  or  indirectly  by  such  Person.

9.          abSECTION  MISCELLANEOUS.

9.1.         ab     Section Registered Notes .  The Obligors shall cause to be
kept  at  the  principal office of the Company a register for the registration
and  transfer  of  the Notes (hereinafter called the "Note Register"), and the
Obligors will register or transfer or cause to be registered or transferred as
hereinafter  provided  any  Note  issued  pursuant  to  this  Agreement.

     At  any  time  and  from time to time any Holder of a Note which has been
duly  registered as hereinabove provided may transfer such Note upon surrender
thereof at the principal office of the Company duly endorsed or accompanied by
a  written  instrument of transfer duly executed by the Holder or its attorney
duly  authorized  in  writing.

     The Person in whose name any registered Note shall be registered shall be
deemed  and  treated  as  the  owner  and  holder thereof and a Holder for all
purposes  of  this  Agreement.  Payment  of  or  on  account of the principal,
premium,  if any, and interest on any registered Note shall be made to or upon
the  written  order  of  such  Holder.

9.2.          ab     Section Exchange of Notes .  At any time and from time to
time,  upon  not less than ten days' notice to that effect given by the Holder
of  any  Note initially delivered or of any Note substituted therefor pursuant
to   9.1, this  9.2 or  9.3, and, upon surrender of such Note at the Company's
office,  the  Obligors  will  deliver in exchange therefor, without expense to
such  Holder,  except  as  set  forth  below,  a  Note  for the same aggregate
principal  amount  as  the  then  unpaid  principal  amount  of  the  Note  so
surrendered,  or Notes in the denomination of $250,000 or any amount in excess
thereof  as  such Holder shall specify, dated as of the date to which interest
has been paid on the Note so surrendered or, if such surrender is prior to the
payment  of  any  interest  thereon,  then  dated  as  of  the  date of issue,
registered  in the name of such Person or Persons as may be designated by such
Holder,  and  otherwise of the same form and tenor as the Notes so surrendered
for  exchange.    The  Obligors may require the payment of a sum sufficient to
cover  any  stamp  tax  or  governmental  charge imposed upon such exchange or
transfer.

9.3.     ab     Section Loss, Theft, Etc. of Notes .  Upon receipt of evidence
satisfactory  to the Obligors of the loss, theft, mutilation or destruction of
any Note, and in the case of any such loss, theft or destruction upon delivery
of  a  bond  of  indemnity  in  such  form  and  amount as shall be reasonably
satisfactory  to  the  Obligors,  or  in  the  event  of  such mutilation upon
surrender  and  cancellation  of  the Note, the Obligors will make and deliver
without  expense  to the Holder thereof, a new Note, of like tenor, in lieu of
such lost, stolen, destroyed or mutilated Note.  If an Institutional Holder is
the owner of any such lost, stolen or destroyed Note, then the affidavit of an
authorized  officer  of  such  owner, setting forth the fact of loss, theft or
destruction  and of its ownership of such Note at the time of such loss, theft
or  destruction  shall  be  accepted  as  satisfactory evidence thereof and no
further  indemnity  shall  be  required  as  a  condition to the execution and
delivery  of  a  new  Note  other  than the written agreement of such owner to
indemnify  the  Obligors.

9.4.        ab     Section Expenses, Stamp Tax indemnity .  Whether or not the
transactions  herein  contemplated shall be consummated, the Obligors agree to
pay  directly all of the Purchasers' out-of-pocket expenses in connection with
the preparation, execution and delivery of this Agreement and the transactions
contemplated  hereby,  including but not limited to the reasonable charges and
disbursements  of  Chapman  and  Cutler,  special  counsel  to the Purchasers,
duplicating  and printing costs and charges for shipping the Notes, adequately
insured  to  each  Purchaser's  home  office  or  at  such other place as such
Purchaser  may designate, and all expenses (including the fees and expenses of
any financial advisor for the Holders) of the Holders relating to any proposed
or  actual  amendment,  waivers or consents pursuant to the provisions hereof,
including,  without limitation, any amendments, waivers, or consents resulting
from  any work-out, renegotiation or restructuring relating to the performance
by  the Obligors of their obligations under this Agreement and the Notes.  The
Obligors  shall  also pay for, or reimburse you for any and all costs incurred
in  connection  with  obtaining  a  valuation  of  the  Notes  by the National
Association  of  Insurance  Commissioners  and  for  the  cost  of obtaining a
so-called  private  placement  number with respect to the Notes.  The Obligors
also agree that they will pay and save each Purchaser harmless against any and
all  liability  with  respect  to  stamp and other taxes, if any, which may be
payable  or  which  may  be  determined  to  be payable in connection with the
execution  and  delivery  of  this  Agreement or the Notes, whether or not any
Notes  are then outstanding.  The Obligors agree to protect and indemnify each
Purchaser against any liability for any and all brokerage fees and commissions
payable  or  claimed  to  be  payable  to  any  Person  in connection with the
transactions  contemplated  by  this  Agreement.

9.5.       ab     Section Powers and Rights Not Waived; Remedies Cumulative . 
No  delay or failure on the part of any Holder in the exercise of any power or
right  shall  operate  as  a  waiver  thereof; nor shall any single or partial
exercise  of  the  same preclude any other or further exercise thereof, or the
exercise  of  any  other  power  or right, and the rights and remedies of each
Holder are cumulative to, and are not exclusive of, any rights or remedies any
such  Holder  would  otherwise  have.

9.6.       ab     Section Notices .  All communications provided for hereunder
shall  be  in  writing  and,  if  to  a Holder, delivered or mailed prepaid by
registered  or  certified  mail  or  overnight  air  courier,  or by facsimile
communication,  in each case addressed to such Holder at its address appearing
beneath  its  signature at the foot of this Agreement or such other address as
any  Holder  may designate to the Obligors in writing, and if to the Obligors,
delivered  or mailed by registered or certified mail or overnight air courier,
or  by  facsimile  communication,  to  the  Company at the address beneath its
signature  at  the  foot  of  this  Agreement  or to such other address as the
Obligors  may  in  writing designate to the Holders; provided, however, that a
notice  to  a  Holder  by  overnight  air  courier  shall only be effective if
delivered  to  such  Holder at a street address designated for such purpose in
accordance  with  this    9.6,  and  a  notice  to  such  Holder  by facsimile
communication  shall  only be effective if made by confirmed overnight written
copy  to  such  Holder  at  a  telephone number designated for such purpose in
accordance with this  9.6 and promptly followed by the delivery of such notice
by  registered or certified mail or overnight air courier, as set forth above.

9.7.          ab     Section Successors and Assigns .  This Agreement shall be
binding  upon the Obligors and their successors and assigns and shall inure to
the  benefit  of  each Purchaser and its successor and assigns, including each
successive  Holder.

9.8.          ab      Section Survival of covenants and Representations .  All
covenants,  representations  and warranties made by the Obligors herein and in
any  certificates delivered pursuant hereto, whether or not in connection with
the Closing Date, shall survive the closing and the delivery of this Agreement
and  the  Notes.

9.9.      ab     Section Severability .  Should any part of this Agreement for
any  reason  be  declared  invalid  or  unenforceable, such decision shall not
affect  the  validity  or  enforceability  of  any  remaining  portion,  which
remaining  portion  shall  remain in force and effect as if this Agreement had
been executed with the invalid or unenforceable portion thereof eliminated and
it is hereby declared the intention of the parties hereto that they would have
executed the remaining portion of this Agreement without including therein any
such  part,  parts or portion which may, for any reason, be hereafter declared
invalid  or  unenforceable.

9.10.      ab     Section Governing Law .  This Agreement and the Notes issued
and  sold  hereunder  shall  be  governed  by and construed in accordance with
Indiana  law.

9.11.       ab     Section Captions .  The descriptive headings of the various
Sections  or  parts  of  this Agreement are for convenience only and shall not
affect  the  meaning  or  construction  of  any  of  the  provisions  hereof.

9.12.      ab     Section Disclosure to Other Persons .  Each Holder shall not
use  any  Confidential  Information  for  any purpose other than evaluating or
protecting  its investment in any Note and shall not disclose any Confidential
Information  to  any  Person;  provided  that nothing herein shall prevent any
Holder  from  delivering or disclosing (and the Obligors acknowledge that each
Holder  may  deliver or disclose) any financial statements and other documents
delivered to it, and any other information disclosed to it (including, but not
limited  to,  Confidential  Information),  by  or on behalf of any Obligor, in
connection  with or pursuant to this Agreement to (i) its directors, officers,
employees,  agents  and professional consultants, (ii) any other Holder, (iii)
any  Person to which it offers to sell any Note or any part thereof consistent
with reasonable business practice, (iv) any Person to which it sells or offers
to  sell  a  participation  in all or any part of any Note, (v) any federal or
state  regulatory  authority  having  jurisdiction  over it, (vi) the National
Association  of  Insurance  Commissioners or any similar organization or (vii)
any  other Person to which such delivery or disclosure may be necessary (a) to
effect  compliance  with  any law, rule, regulation or order applicable to it,
(b)  in  response  to  any  subpoena  or  other  legal  process  or  informal
investigative  demand,  (c) in connection with any litigation to which it is a
party,  or  (d)  in  order  to  protect  its  investment  in  any  Note.

     The  execution hereof by the Purchasers shall constitute a contract among
the  Obligors  and  the  Purchasers  for the uses and purposes hereinabove set
forth.  This  Agreement  may  be  executed in any number of counterparts, each
executed  counterpart  constituting  an  original  but  all  together only one
agreement.

CROSSMANN  COMMUNITIES,  INC.
DELUXE  HOMES,  INC.
DELUXE  HOMES  OF  LAFAYETTE,  INC.
TRIMARK  HOMES,  INC.
TRIMARK  DEVELOPMENT,  INC.
MERIT  REALTY,  INC.
CROSSMANN  COMMUNITIES  OF  OHIO,
INC.
CROSSMANN  MORTGAGE  CORP.
CROSSMANN  INVESTMENTS,  INC.
CROSSMANN  MANAGEMENT,  INC.
CROSSMANN  COMMUNITIES  OF
 TENNESSEE,  LLC
CUTTER  HOMES,  LTD.
CROSSMANN  COMMUNITIES  OF  NORTH
CAROLINA,  INC.
DELUXE  AVIATION  INC.

     By:          /s/  Jennifer  A.  Holihen
          Jennifer A. Holihen          Secretary of each of the above Obligors

<PAGE>
CROSSMANN  COMMUNITIES
 PARTNERSHIP
By:          Deluxe  Homes,  Inc.,  Managing  General  Partner


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


CROSSMANN  COMMUNITIES,  INC.
9202  North  Meridian  Street,  Suite  300
Indianapolis,  Indiana    47260
Attention:    John  Scheumann
Telefacsimile:    (317)  571-2210
Confirmation:    (317)  843-9514



























EXHIBIT  10.47


     ASSET  PURCHASE  AGREEMENT

                     DATED AS OF THE 5TH DAY OF MAY, 1998

                                 BY AND AMONG

                         CROSSMANN COMMUNITIES, INC.

                   CROSSMANN COMMUNITIES OF TENNESSEE, LLC

                                     AND

                           PARAGON PROPERTIES, LLC,

                                 RUSTY HYNEMAN

                                     AND

                             W.V. RICHERSON, JR.



                             TABLE OF CONTENTS

                                                                        PAGE

ARTICLE  I          SALE  AND  PURCHASE          1

Section  1.01.    Transfer  of  the  Acquired  Assets.          1
     Section  1.02.    Sale  at  Closing  Date.          1
     Section  1.03.    Assumption  of  Liabilities.          2
     Section  1.04.    Purchase  Price.          2
     Section  1.05.    Closing  Date  Payment.          4
     Section  1.06.    Determination  of  Paragon  Net  Income.          4
     Section  1.07.    Withholding  of  Tax.          4
     Section  1.08.    Subsequent  Documentation.          4
     Section  1.09.    Allocation  of  Purchase  Price.          5

ARTICLE  II          REPRESENTATIONS  AND  WARRANTIES  OF  THE  SELLER       5

Section  2.01.    Title  to  Property.          5
     Section  2.02.    Authority;  Consent.          5
     Section  2.03.    Consents  and  Approvals.          6
     Section  2.04.    Organization.          6
     Section  2.05.    Financial  Statements  of  the  Seller.          6
     Section  2.06.    Tax  Matters.          7
     Section  2.07.    Compliance  with  Laws; No Default or Litigation.     7
     Section  2.08.    Personal  Property  Owned.          8
     Section  2.09.    Personal  Property  Leased.          8
     Section  2.10.    Developed  Real  Property.          8
     Section  2.11.    Undeveloped  Real  Property.          9
     Section  2.12.    Real  Property  Leases.          9
     Section  2.13.    Land  Contracts.          9
     Section  2.14.    Real  Property  Generally.          10
     Section  2.15.    Homeowner's  Associations.          12
     Section  2.16.    Environmental  Compliance.          12
     Section  2.17.    Contracts.          14
     Section  2.18.    Accounts  and  Notes  Receivable.          15
     Section  2.19.    Licenses  and  Permits.          15
     Section  2.20.    Intellectual  Property.          15
     Section  2.21.    Labor  Relations:  Employees.          16
     Section  2.22.    Employee  Benefit  Plans.          16
     Section  2.23.    Warranty  Liability.          18
     Section  2.24.    Letters  of  Intent  and  Sale  Discussions.         18
     Section  2.25.    Due  Diligence.          18
     Section  2.26.    Disclosure.          18
     Section  2.27.    Survival.          18
     Section  2.28.    Other  Limitations.          18

ARTICLE  III          REPRESENTATIONS  AND  WARRANTIES OF THE PURCHASER     19

Section  3.01.    Authority:  Consent.          19
     Section  3.02.    Consents  and  Approvals.          20
     Section  3.03.    Corporate  Organization.          20

ARTICLE  IV          INDEMNIFICATION          20

Section  4.01.    Indemnification  by  Seller.          20
     Section  4.02.    Indemnification  by  the  Purchaser.          21
     Section  4.03.    Notice.          21
     Section  4.04.    Arbitration.          21
     Section  4.05.    Defense  of  Claims.          22
     Section  4.06.    Computation  of  Indemnity  Losses.          23
     Section  4.07.    Payment  of  Losses.          23
     Section  4.08.    Survival.          23
     Section  4.09.    Changes  to  Representations  and  Warranties.       24
     Section  4.10.    Other  Limitations.          24

ARTICLE  V          CONDITIONS  PRECEDENT  TO OBLIGATIONS OF THE SELLER     24

Section  5.01.    Performance  of  the  Obligations  of  the Purchaser.     24
     Section  5.02.    Consents  and  Approvals.          24
     Section  5.03.    No  Violation  of  Orders.          25

ARTICLE  VI          CONDITIONS  PRECEDENT  TO  OBLIGATIONS
          OF  THE  PURCHASER          25

Section  6.01.    Performance  of  the  Obligations  of  the  Seller.       25
     Section  6.02.    Completion  of  Due  Diligence.          25
     Section  6.03.    Consents  and  Approvals.          25
     Section  6.04.    No  Violation  of  Orders.          25
     Section  6.05.    Title  Insurance.          26
     Section  6.06.    Phase  I  for  Country  Walk  Subdivision.          26
     Section  6.07.    Lot  Purchase  Agreements.          26
     Section  6.08.    Noncompetition  Agreement  with  Seller.          26
     Section  6.09.    Employment  Agreement.          26
     Section  6.10.  Assignment and Assumption of Country Walk Agreements.    
26
     Section  6.11.    Deposit  of  Proceeds.          27
     Section  6.12.    Brokerage  Services  Agreement.          27
     Section  6.13.    Oakland  Agreement.          27

ARTICLE  VII          TERMINATION          27

ARTICLE  VIII          CLOSING  AND  POST-CLOSING  MATTERS          27

Section  8.01.    Closing  Date.          27
     Section  8.02.    Deliveries  by  the  Seller.          27
     Section  8.03.    Deliveries  by  Purchaser.          28
     Section  8.04.    Confidentiality.          29
     Section  8.05.    Sale  of  Homes.          29
     Section  8.06.    Assignment  of  Country  Walk  Proceeds.          29

ARTICLE  IX          MISCELLANEOUS          30

Section  9.01.    Counterparts.          30
     Section  9.02.    Expenses.          30
     Section  9.03.    Public  Announcements.          30
     Section  9.04.    Risk  of  Loss.          30
     Section  9.05.    Index  and  Captions.          30
     Section  9.06.    Notices.          31
     Section  9.07.    Entire  Agreement.          32
     Section  9.08.    Waiver  of  Compliance.          32
     Section  9.09.    Validity  of  Provisions.          32
     Section  9.10.    Schedules  and  Exhibits.          32
     Section  9.11.    No  Intention  to  Benefit  Third  Parties.          33
     Section  9.12.    Successors  and  Assigns.          33
     Section  9.13.    Governing  Law.          33

ARTICLE  X          DEFINITIONS          33













                           ASSET PURCHASE AGREEMENT


     THIS  ASSET PURCHASE AGREEMENT (the "Agreement") is made and entered into
as  of  the 5th day of May, 1998, by and among CROSSMANN COMMUNITIES, INC., an
Indiana  corporation ("Crossmann"), Crossmann Communities of Tennessee, LLC, a
Tennessee  limited liability company which is owned 99% by Crossmann and 1% by
Deluxe  Homes  of Lafayette, Inc., a wholly-owned subsidiary of Crossmann (the
"Company"  and,  collectively  with  Crossmann  the  "Purchaser")  and Paragon
Properties,  LLC,  a  Tennessee  limited  liability  company ("Paragon" or the
"Seller"), and Rusty Hyneman ("Hyneman") and W.V. Richerson, Jr. ("Richerson")
the  sole  owners  of  the  Seller.

                                  WITNESSETH

     WHEREAS, the Seller is engaged in the business of acquiring developed and
undeveloped real estate, and building residential homes on such real estate in
Tennessee.

     WHEREAS,  the Purchaser, in reliance upon the representations, warranties
and  covenants  of  the  Seller set forth herein, desires to purchase from the
Seller,  and  the  Seller  desires  to  sell, transfer and convey the Acquired
Assets (as defined in Article X herein) to the Purchaser pursuant to the terms
and  subject  to  the  conditions  set  forth  in  this  Agreement.

     WHEREAS,  Article  X  lists  defined  terms  used  in  this  Agreement.

     NOW  THEREFORE,  in  consideration  of  the  representations, warranties,
mutual covenants, and agreements herein contained, and other good and valuable
consideration,  the  receipt and sufficiency of which are hereby acknowledged,
the  Purchaser  and  Seller  hereby  agree  as  follows:

                               I     abARTICLE

                              SALE AND PURCHASE

1.01       ab     Section.  Transfer of the Acquired Assets.    Subject to
the  terms  and  conditions  set forth herein, on the Closing Date, the Seller
shall  sell,  convey,  transfer, assign, and deliver to the Purchaser, and the
Purchaser  shall  purchase,  acquire,  and  accept from the Seller, all of the
respective  rights, titles, and interests of the Seller in and to the Acquired
Assets.   The Purchaser shall not purchase, acquire, or accept from the Seller
any  right,  title,  or  interest  of the Seller in or to the Excluded Assets.

1.02      ab     Section.  Sale at Closing Date.   The sales, conveyances,
transfers,  assignments,  and deliveries by the Seller of the Acquired Assets,
as  herein  provided, shall be effected on the Closing Date, free and clear of
all  Liens,  except for the Liens set forth on Schedule 1.02, by appropriate
deeds,  bills  of  sale,  endorsements,  assignments, and other instruments of
transfer  and  conveyance satisfactory in form and substance to the Seller and
the  Purchaser.

1.03          ab     Section.  Assumption of Liabilities.   Subject to the
terms  and  conditions  set  forth  herein,  from  and  after the Closing, the
Purchaser  shall  assume,  pay,  perform,  and  discharge,  when due, only the
liabilities  and  obligations  of  the  Seller  which  are  (i) related to the
Acquired  Assets  and  (ii)  listed  on  Schedule  1.03  (the  "Assumed
Liabilities").  Notwithstanding the foregoing, the Purchaser shall not assume,
pay,  perform  or  discharge  any  of  the  following:

(a)          ab          any  liability  not  listed  on  Schedule  1.03;

(b)     ab     any liability or obligation not listed on Schedule 1.03 which
is  secured  by  an  Excluded  Asset;

(c)          ab          any  unfunded  pension  liability;

(d)         ab     except as otherwise provided in Section 9.02(ii), any Tax
liability  which  accrued  on  or  before  the Closing Date (including any Tax
liability  resulting  from the sale and transfer by the Seller of the Acquired
Assets  hereunder),  including  past  due  or  delinquent taxes or interest or
penalties  thereon;

(e)          ab       any liability not listed on Schedule 1.03 arising from
activities  outside  of  the  ordinary  course  of  business  of  the  Seller;

(f)          ab          any  tort liability not specified on Schedule 1.03;

(g)          ab      any other cost or expense, not listed on Schedule 1.03,
including,  but  not  limited  to,  any  cost  or expense incurred in building
residential  homes  (for  example,  the Purchaser shall not be responsible for
paying  any  contractor  or subcontractor that worked on a residential home if
the sale of such home closed prior to the Closing Date, unless those costs are
included in the liabilities set forth on Schedule 1.03); Seller shall retain
the  responsibility  for  all  of  Seller's  pre-closing  operating  expenses,
including  but  not  limited  to  rent,  utility  bills,  and  promotional and
advertising  expenses;

(h)          ab     any liability arising from any suit, cause, action, claim,
investigation,  or  arbitral  action  that was filed, in progress, pending, or
threatened  against the Seller (or any of its assets or property) on or before
the  Closing  Date  whether  at law or in equity, whether civil or criminal in
nature, whether before any federal, state, county, or local court, commission,
board  or  agency;  or
(i)          ab     any liability arising from any circumstances arising on or
before  the  Closing  Date  not  listed  on  Schedule  1.03.

1.04        ab     Section.  Purchase Price.   The aggregate consideration
(the  "Purchase  Price")  to  be  paid  by the Purchaser to the Seller for the
Acquired  Assets  shall  be:

(a)          ab       cash in the amount equal to the sum of (i) Three Million
Dollars  ($3,270,000.00),  plus  (ii)  an amount equal to the Net Assets as of
Closing, payable in accordance with Section 1.05 (the "Closing Date Payment");

(b)      ab     a promissory note (the "Note"), in the form of Exhibit 1.04(b)
attached  hereto, to be delivered at Closing in the aggregate principal amount
of  Five  Hundred  Thousand  Dollars  ($500,000) bearing interest at 5.50% per
annum,  payable  in  two equal installments (plus accrued interest thereon) on
January  15,  1999  and  January  15,  2000 (the "Payment Dates"); provided,
however, that the principal amount due on each Payment Date shall be reduced
on a dollar-for-dollar basis (the "Reduced Amount") to the extent that the net
operating  income  of  the Company attributable to the Paragon Operations (the
"Paragon  Net  Income"), determined in accordance with Section 1.06, for the
years  ending December 31, 1998 and December 31, 1999 is less than One Million
Five  Hundred  Thousand  Dollars  ($1,500,000)  per  year;  and,  provided
further,  that  the  Purchaser  shall  not be obligated to pay any amount of
interest  due  on  each  Payment  Date that has accrued on the Reduced Amount;

(c)          ab          cash payments in each of 1999 and 2000 (the "Earn-Out
Payments")  in  an  aggregate  amount  equal  to the lesser of (i) thirty-five
percent  (35%) of the Paragon Net Income in excess of One Million Five Hundred
Thousand  Dollars  ($1,500,000)  for  each  of  the  twelve-month periods (the
"Earn-Out  Periods")  ending  May 1, 1999 and May 1, 2000, or (ii) One Hundred
Seventy-Five  Thousand  Dollars  ($175,000)  for each of the Earn-Out Periods;
provided,  however,  that the Purchaser shall not be obligated to make any
such  Earn-Out Payments to the Seller unless the Paragon Operations achieve at
least a twenty-five percent (25%) return on assets for the applicable Earn-Out
Period; and provided further that the Purchaser shall not be obligated to make
an  Earn-Out  Payment  to  the Purchaser if the Seller or Hyneman breaches any
term  or  condition  of  the  Noncompetition  Agreement,  or  if  Richerson is
terminated  for  "Cause" (as defined in the Employment Agreement), submits his
resignation  or otherwise voluntarily ceases his employment with the Purchaser
prior  to  the  date  such  Earn-Out  Payment  becomes  due  and payable.  The
Purchaser  shall  pay  the  Earn-Out Payments, if any, within ninety (90) days
after the close of the preceding Earn-Out Period.  The Earn-Out Payments shall
be  calculated in accordance with GAAP reflected in Crossmann's audited annual
financial  statements.    The  Purchaser  shall  submit  to  the  Seller  its
determination  of  each  of  the Earn-Out Payments within forty-five (45) days
after  the  close  of  the  preceding  Earn-Out Period.  In the event that the
Seller  objects  to  the  Purchaser's  determination,  the  parties shall work
together  to  obtain  a  mutually  acceptable  determination.    If a mutually
agreeable determination cannot be agreed upon within ten (10) business days of
the  Seller's  objection, the amount of the disputed Earn-Out Payment shall be
determined  by  an  independent  third  party  selected  by the Seller and the
Purchaser.    The  cost  of obtaining such an independent third party shall be
borne  equally  by  the  Seller  and  the  Purchaser;  and

(d)          ab          the  assumption  of  the  Assumed  Liabilities.

1.05          ab       Section.  Closing Date Payment.   The Net Assets at
Closing  shall  be  determined  by  the  Seller.   The Seller shall submit its
determination  of  the  Net Assets at Closing to the Purchaser for approval at
least three business days before the Closing Date.  Purchaser shall pay to the
Seller the Closing Date Payment by check or by wire transfer of next-day funds
pursuant  to  payment  instructions  provided  by  the  Seller.  In the event,
however,  that  Purchaser  objects  to the Seller's determination, the parties
shall  work  together  to  reach  a  mutually  acceptable determination.  If a
mutually  acceptable determination cannot be agreed upon prior to Closing, the
Net  Assets  at  Closing  shall  be  determined  by an independent third party
selected  by  the  Seller  and  the  Purchaser.  The cost of obtaining such an
independent  third  party  shall  be  borne  equally  by  the  Seller  and the
Purchaser.

1.06          ab          Section.    Determination of Paragon Net Income.

(a)      ab     The Paragon Net Income shall be equal to "Income before taxes"
of  the Company derived from the Paragon Operations, as determined in a manner
consistent with the determination of "Income before taxes" on the Consolidated
Statements  of  Income  disclosed  by  Crossmann  in  its  Annual  Report  to
Shareholders  and Form 10-K filed with the Securities and Exchange Commission,
except that the Paragon Net Income shall be determined taking into account the
following  item:

               (i)Funds  provided  to  the Company by Crossmann to finance the
Company's  acquisition  of  land,  construction  of  residential  homes,  and
operations in the Memphis metropolitan area in an amount equal to a percentage
of  the  operating  assets  of  the  Company  directly  related to the Paragon
Operations, which funds shall bear interest at the prime rate (as such rate is
set  from  time  to  time  by  Bank  One  Indianapolis, N.A.).  Except for the
financing  charge  set  forth in this subsection (a)(i), the parties expressly
agree  that  no  overhead  charge or other indirect charge of Crossmann or the
Company  will  be  levied  on  or  allocated  to the Paragon Operations in the
determination  of  the Paragon Net Income.  In addition, the parties expressly
agree  that  any  post-closing transactions between the Paragon Operations and
Crossmann, or any division or subsidiary of Crossmann, will be conducted on an
arms-length  basis.

1.07      ab     Section.  Withholding of Tax.   At Closing, the Purchaser
shall  withhold  from  the Purchase Price and pay to any applicable federal or
state  taxing  authority  any  and  all  amounts  owed by the Seller which the
Purchaser  is  required  to withhold and pay over to a federal or state taxing
agency  by  law.

1.08     ab     Section.  Subsequent Documentation.   At any time and from
time to time after the Closing Date and without any further consideration, the
Seller shall, upon the request of the Purchaser, and the Purchaser shall, upon
the  request  of  the  Seller,  promptly execute, acknowledge, and deliver, or
cause  to  be  executed, acknowledged, and delivered, such further instruments
and other documents, and perform, or cause to be performed, such further acts,
as  may be reasonably required to evidence or effectuate the sale, conveyance,
transfer,  assignment,  and  delivery  hereunder  of  the Acquired Assets, the
assumption by the Purchaser of the Assumed Liabilities, the performance by the
parties of any of their other respective obligations under this Agreement, and
to  carry  out  the  purposes  and  intent  of  this  Agreement.

1.09         ab     Section.  Allocation of Purchase Price.   The Purchase
Price  shall be allocated among the Acquired Assets as mutually agreed upon by
the  parties  and  set  forth  on  Schedule  1.09.

                               II     abARTICLE

                 REPRESENTATIONS AND WARRANTIES OF THE SELLER

     As  a  material  inducement to the Purchaser to enter into this Agreement
and  other  agreements  and  documents executed by the Purchaser in connection
with  this  Agreement,  and to consummate the transactions contemplated hereby
and  thereby,  Paragon,  Hyneman and Richerson jointly and severally represent
and  warrant  to  the  Purchaser  that:

2.01          ab     Section.  Title to Property.   Except as set forth in
Schedule 2.01, the Seller has good, valid and marketable title to all of the
Acquired  Assets,  free  and  clear of all mortgages, liens, pledges, charges,
claims,  security interests, encumbrances, easements, encroachments, rights of
third  parties,  or other interests of any kind or character, except for liens
for  property  taxes  not  yet  due  and  payable.

2.02          ab      Section.  Authority; Consent.   Paragon has the full
capacity, right, power, and authority to enter into, execute, and deliver this
Agreement,  to consummate the transactions contemplated by this Agreement, and
to comply with and fulfill the terms and conditions of this Agreement.  Seller
has  the full capacity, right, power, and authority to sell, transfer, assign,
and  deliver  each  and  all  of  the  Acquired  Assets to the Purchaser.  The
execution  and  delivery  of  this Agreement by Seller and the consummation by
Seller  of  the  transactions  contemplated  hereby have been duly and validly
authorized  by  all  necessary action on the part of the Board of Managers and
the  Members  of  Paragon.    This  Agreement  constitutes a valid and binding
obligation  of Seller enforceable in accordance with its terms and conditions,
subject  as  to  enforcement  to  applicable  bankruptcy,  insolvency,
reorganization, and other similar laws of general applicability relating to or
affecting  creditors  rights  generally.    No  further action is necessary by
Seller  to  make  this  Agreement  valid  and  binding upon it and enforceable
against  it  in  accordance  with  the  terms  hereof  or  to  carry  out  the
transactions  contemplated  hereby.    Except as set forth in Schedule 2.02,
neither  the execution and delivery of this Agreement, nor the consummation of
the transactions contemplated hereby, nor compliance by Seller with any of the
provisions  of  this  Agreement  will:

(a)         ab     Conflict with, violate, result in a breach of, constitute a
material  default  (or  an  event which, with notice or lapse of time or both,
would  constitute  a default) under, or give rise to any right of termination,
cancellation,  or  acceleration  under  any  provision  of  the  Articles  of
Organization  or  the  Operating  Agreement  of  Paragon, or any of the terms,
conditions  or  provisions  of  any note, credit agreement, security or pledge
agreement,  lien,  bond,  mortgage,  indenture,  license,  lease,  contract,
commitment,  agreement,  understanding,  arrangement,  restriction,  or  other
instrument  or  obligation  to which Paragon is a party or by which Paragon or
any  of  its  respective  properties  or  assets  may  be  bound;

(b)          ab       Violate any law, rule or regulation of any government or
governmental  agency  or  body,  or  any Judgment, order, writ, injunction, or
decree  of  any  court,  administrative agency, or governmental agency or body
applicable  to  Paragon  or  any  of  its  respective  properties,  assets, or
outstanding  membership  interests  shares, or other securities of Paragon; or

(c)         ab     Constitute an event which, with or without notice, lapse of
time,  or  action  by  a  third  party,  could trigger a default of any of the
Assumed  Liabilities,  or  any  portion thereof, result in the creation of any
lien,  charge, or encumbrance upon any of the assets or properties of Paragon,
or  upon  the  Acquired  Assets,  or  cause  the  maturity  of  any liability,
obligation,  or  debt  of  Paragon  to  be  accelerated  or  increased.

2.03     ab     Section.  Consents and Approvals.   Except as set forth on
Schedule 2.03, the execution, delivery, and performance of this Agreement by
the  Seller or the consummation by the Seller of the transactions contemplated
hereby  will not require any notice to, or consent, authorization, or approval
from  any court or governmental authority or any other third party.  Except as
set  forth  in  Section 2.03, any and all notices, consents, authorizations,
and  approvals  set  forth  on  Schedule  2.03  have been made and obtained.

2.04       ab     Section.  Organization.   Paragon is a limited liability
company  duly organized, validly existing, and in good standing under the laws
of  the  State  of  Tennessee.    The  Seller  has all the requisite power and
authority  to  own,  lease,  and  operate  its  properties and to carry on its
business  operations  as it is now being conducted.  Prior to the Closing, the
Seller  will  deliver  to  the  Purchaser  (a)  a  copy  of  the  Articles  of
Organization  and  Operating  Agreement,  including all amendments thereto, of
Paragon  certified as true, complete, and presently in effect by the Secretary
of  Paragon,  and  (b)  Certificate  of Good Standing of Paragon issued by the
Secretary  of  State  for  the  State  of  Tennessee.

2.05       ab     Section.  Financial Statements of the Seller.   True and
complete  copies  of the annual financial statements of the Seller for each of
the  years  1995,  1996  and  1997 and the internally prepared interim balance
sheets  and income statements of the Seller as of April 30, 1998, are attached
hereto  as  Schedule  2.05  (collectively  the  "Financial Statements of the
Seller").   The Financial Statements of the Seller are true and correct in all
material  aspects, have been prepared from the books and records of the Seller
in accordance with accounting principles consistently applied, and contain and
reflect all material adjustments or accruals necessary for a fair presentation
of the financial condition and results of the operations of the Seller for the
periods  indicated.

2.06      ab     Section.  Tax Matters.   Except as set forth in Schedule
2.06:

(a)          ab     All federal, state, county, and local taxes of any kind or
character, including, without limitation, income (including gross and adjusted
gross),  receipts,  property  (including  real,  personal,  and  intangible),
transfer,  sales,  use,  franchise,  value added, excise, recording, financial
institutions, employees' income and social security withholding, and all other
withholding, social security, unemployment taxes, which are due and payable by
or  on  behalf  of  the  Seller,  and  all  interest  and  penalties  thereon
(collectively,  the  "Taxes"),  have been paid (and, to the extent applicable,
withheld)  in  full (or are adequately reflected as a liability in the Interim
Financial  Statements);

(b)      ab     The Seller has filed all currently due federal, state, county,
local,  and  other  tax  returns,  statements,  forms,  reports,  and  similar
documents  with  respect  to  Taxes  required to be filed with the appropriate
third  parties  and  governmental  agencies in all jurisdictions in which such
returns,  statements, forms, reports, and similar documents are required to be
filed  (collectively,  the "Returns"); and all such Returns are true, correct,
and  complete  in  all  material  respects;  and

(c)     ab     There is not now in force any extension of time with respect to
the date on which any Return was or is due to be filed by, or on behalf of, or
with  respect  to  the  Seller or any waiver or agreement by the Seller for an
extension  of  time  for  the  assessment  of  any  Tax.

2.07     ab     Section.  Compliance with Laws; No Default or Litigation. 
 Except  as  set  forth  in  Schedule  2.07:

(a)     ab     The Seller is not in default or violation (nor is there, to the
knowledge  of  the  Seller,  any  event which, with notice or lapse of time or
both,  would  constitute  a default or violation) in any respect (i) under any
contract,  agreement, lease, consent order, or other commitment to which it is
a  party  or  any of the Acquired Assets is subject or bound or (ii) under any
law,  rule, regulation, writ, injunction, order, or decree of any court or any
federal,  state,  local,  or other governmental department, commission, board,
bureau,  agency, or instrumentality (including, without limitation, applicable
laws,  rules  and regulations relating to environmental protection, antitrust,
civil  rights,  health,  and  occupational  health  and  safety;

(b)       ab     There are no actions, suits, claims, investigations, or legal
arbitration  or  administrative  proceedings  in progress, pending, or, to the
knowledge  of  the  Seller, threatened by or against the Seller (or any of the
Acquired  Assets)  whether  at  law or in equity, whether civil or criminal in
nature,  or  whether  before  or  by a federal, state, county, local, or other
governmental  department,  commission,  board,  bureau,  agency,  or
instrumentality,  domestic or foreign, nor has the Seller been charged with or
received  any notice of any violation of any rule, regulation, ordinance, law,
order,  decree, or requirement relating to the Seller, its properties, assets,
or  the  transactions  contemplated  by  this  Agreement;  and

(c)       ab     No action, suit, or proceeding has been instituted or, to the
knowledge  of  the  Seller,  threatened  to  restrain,  prohibit, or otherwise
challenge  the  legality  or validity of the transactions contemplated by this
Agreement.

2.08          ab      Section.  Personal Property Owned.   Schedule 2.08
contains  a  list  and brief description of all model homes, tools, furniture,
furnishings, fixtures, machinery, supplies, vehicles, equipment, and all other
items  of  tangible  personal  property owned or used by Seller (the "Personal
Property").

2.09          ab     Section.  Personal Property Leased.   Schedule 2.09
contains a list and brief description of all leases and other agreements under
which  the  Seller  is  a  lessee of, holds, or operates any tools, furniture,
machinery,  vehicles, equipment, or other personal property owned by any third
party  (the  "Leased Personal Property").  The Seller on or before the Closing
will  deliver  to  the Purchaser copies of the leases and agreements listed in
Schedule  2.09.    Each  of  such leases and agreements is in full force and
effect  and  constitutes a legal, valid, and binding obligation of the Seller,
enforceable  in  accordance  with  its terms.  No consent of any lessor of the
Leased  Personal  Property  is  required  in  connection with the transactions
contemplated  by  this  Agreement,  except  as  set forth in Schedule 2.09. 
Except  as  disclosed in Schedule 2.09, there is not any existing default or
event  which,  after  notice  or  lapse  of  time, or both, would constitute a
default  or result in a right to accelerate or loss of rights as to the Leased
Personal  Property.  None of the Acquired Assets is subject to any lease other
than  as  set  forth  in  Schedule  2.09  or  Schedule  2.12.

2.10     ab     Section.  Developed Real Property.   Schedule 2.10 lists
and  contains a legal description of each parcel of Developed Real Property in
which Seller owns an interest.  For purposes of this Agreement, Developed Real
Property  is  real  property, owned by the Seller, which (i) has all necessary
access  to  and  from  public  highways,  streets,  and roads and for which no
pending  or threatened proceeding or other fact or condition exists that could
limit  or  result  in the termination of such access and (ii) (A) is or can be
connected  to  and,  where  applicable,  serviced  by electric, gas, sewage or
septic,  telephone,  and  public  or  private  water  facilities, and, when so
connected,  will be in compliance in all material respects with all applicable
laws and (B) for which all applicable installation and connection charges have
been  paid  in  full, to the best of Seller's knowledge and belief.  Developed
Real  Property  shall  not  include  Land  Contract  Property  and Land Option
Property (as those terms are defined below).  Except as set forth on Schedule
2.10,  Developed  Real  Property  is Substantially Complete.  For purposes of
this  Agreement,  "Substantially  Complete"  means  that  each  and all of the
requirements  listed  below  have  been met with respect to the Developed Real
Property  and  each  lot  contained  therein  (a  "Lot"  or  "Lots"):

(a)        ab     Final subdivision plats have been approved by all applicable
governmental  authorities  and recorded in the official records of the county,
municipality  or  applicable  governmental  authority;

(b)        ab     Final acceptance letters have been issued by the appropriate
governmental  authority  which  evidence  that such authority has accepted for
permanent  maintenance all the streets, water lines, sanitary sewer, and storm
sewers  for  the  Lots;

(c)          ab      The appropriate governmental authority has certified that
operable  water  and  sewer  taps  are  available  to  each  of  the Lots; and

(d)          ab      The appropriate governmental authority has certified that
building  permits  are obtainable for the construction of single-family houses
on  the  Lots.

2.11         ab     Section.  Undeveloped Real Property.   Schedule 2.11
lists  and sets forth the legal description (or such other description legally
sufficient  to  identify  the  subject property) of each parcel of Undeveloped
Real  Property  in  which  Seller  owns  an  interest  (the  "Undeveloped Real
Property").  For purposes of this Agreement, "Undeveloped Real Property" shall
be  defined  as  all  real property which is not Developed Real Property, Land
Contract  Property  or Land Option Property.  Except as set forth on Schedule
2.11,  no  fact,  condition  or  restriction  could  preclude  or prevent the
Undeveloped  Real Property from (a) having access to and from public highways,
streets,  and  roads or (b) being connected to and, where applicable, serviced
by  electric,  gas,  sewage  or septic, telephone, and public or private water
facilities.    Except  as set forth on Schedule 2.11, Seller has secured all
easements and public dedications necessary to connect the utilities referenced
above  from  their  current  locations  to  the  boundary  of  each  parcel of
Undeveloped  Real  Property  as  such  boundaries  currently  exist.

2.12     ab     Section.  Real Property Leases.   Schedule 2.12 contains
a  list  and  brief  description  of  each  agreement,  arrangement, contract,
commitment,  lease  or  usufruct  (each,  a "Real Property Lease") pursuant to
which Seller is the lessor or the lessee (or has an equivalent interest in the
case  of  usufructs  or  other  arrangements  which  may  not  be leases under
applicable law) of any real property (the "Leased Real Property").  As to each
Real Property Lease, (a) Seller has neither delivered nor received notice that
any  breach  or  event  of  default  exists, and (b) no condition or event has
occurred  that  with  the  giving  of notice, the lapse of time, or both would
constitute  a  breach  or  event  of  default by Seller or any other person or
entity.

2.13          ab          Section.    Land  Contracts.

(a)     ab     Schedule 2.13(a) contains a list and brief description of all
written and oral agreements, arrangements, contracts, and commitments pursuant
to which Seller (i) is obligated to purchase any developed or undeveloped real
property  (the  "Land  Contract  Property"),  or  (ii)  possesses an option to
acquire  any  developed  or  undeveloped  real  property    (the  "Option Real
Property")  as  of  the  date  hereof.  Schedule 2.13(a) also sets forth the
legal  description  of  each  parcel of Land Contract Property and Option Real
Property, or such other description legally sufficient to identify the subject
property.

(b)         ab     Each parcel of developed real property included in the Land
Contract  Property,  when  and  if  purchased,  will  satisfy  all  of  the
representations  and warranties set forth herein concerning the Developed Real
Property.    Each  parcel  of  undeveloped  real property included in the Land
Contract  Property,  when  and  if  purchased,  will  satisfy  all  of  the
representations  and  warranties  set  forth herein concerning the Undeveloped
Real  Property.

(c)     ab     Schedule 2.13(c) sets forth all letters of intent and similar
proposals  relating  to the purchase of real property by Seller which have not
expired  or  been  terminated.

2.14          ab          Section.    Real  Property  Generally.

(a)        ab     Good and Marketable Title.  Seller has good and marketable
title  in fee simple to its Developed Real Property, Undeveloped Real Property
and  Land Contract Property (collectively, the "Real Property"), except as set
forth on Schedule 2.14(a) and except that Seller will not acquire such title
to  its  Land  Contract  Property  until  the  acquisition  thereof.  The Real
Property constitutes all of the real property which Seller owns or has a right
to  acquire  or in which it otherwise has an interest, except for the Excluded
Assets,  and  except  for  any easements, rights of way, covenants, servitude,
licenses or other interests, whether arising by contract, statute, regulation,
common  law,  equity  or otherwise which are appurtenant to any Real Property.

(b)          ab      No Breach or Default.  Except as set forth in Schedule
2.14(b), the Seller has not given nor has it received any written notice that
a  breach  or  an  event  of  default  exists any under or with respect to any
agreements,  arrangements,  contracts,  covenants, conditions, deeds, deeds of
trust,  rights-of-way,  easements,  mortgages,  restrictions,  surveys,  title
insurance  policies,  and  other  documents  granting  Seller  title  to or an
interest in or otherwise affecting the Real Property, and, to the knowledge of
the Seller, no condition or event has occurred that with the giving of notice,
the  lapse  of  time, or both would constitute a breach or event of default of
any  such  agreement  or  document,  by  Seller or any other person or entity.

(c)     ab     No Condemnation.  No condemnation, eminent domain, or similar
proceeding  exists,  is  pending  or,  to  the  knowledge  of  the  Seller, is
threatened  with  respect  to,  or that could affect, any Real Property or its
development  or  the  construction,  marketing,  or sale of dwellings situated
thereon  or  the  insurability  or  marketability  of  the  title  thereto.

(d)      ab     Compliance with Laws.  The buildings and improvements on and
the  subdivision  of  the Real Property do not violate (i) any applicable law,
including  any  building,  set-back,  or zoning law, ordinance, regulation, or
statute,  or other governmental restriction in the nature thereof, or (ii) any
enforceable  restrictive  covenant  affecting  any  such  property.

(e)     ab     Parties in Possession.  There are no parties in possession of
any  portion  of  the  Real  Property  as  lessees,  tenants at sufferance, or
trespassers, except for rightful possessors of the Option Property, the Leased
Property,  or  the  Land  Contract  Property.

(f)     ab     Site Obligations.  Except as set forth on Schedule 2.14(f),
no Real Property is subject to any condition or obligation to any governmental
entity or other person or entity requiring the owner or any transferee thereof
to  donate land (except for incidental rights of way), money or other property
or  to  make  off-site  public  improvements.

(g)      ab     Assessments.  No developer-related charges or assessments by
any  public authority or any other person or entity for public improvements or
otherwise  made  against  the  Real  Property are unpaid (other than those set
forth  on  the  Financial  Statements of the Seller or incurred since the date
thereof  in  the  ordinary course of business consistent with past practices),
including  without  limitation  those  for  construction of sewer lines, water
lines,  storm  drainage  systems,  electric  lines, natural gas lines, streets
(including  perimeter  streets),  roads  and  curbs,  excluding  homeowner
association  dues,  utility  connection  fees,  and  per  lot  impact  fees.

(h)          ab     Subdivision Standards.  Except as set forth on Schedule
2.14(h),  the  Real  Property  and  all  lots included therein conform to the
appropriate  governmental  authority's  subdivision standards, and there is no
material impediment to subdivision approval for the Undeveloped Real Property,
such  approval  to  allow  development  of  the  Undeveloped Real Property for
construction  and sale of single family homes at the density and materially in
the  manner  in  which  title  Seller  currently anticipates building thereon.

(i)       ab     Moratoria.  There is no moratorium applicable to any of the
Real  Property, to the extent Seller plans further development thereof, on (i)
the  issuance  of  building  permits  for  the  construction  of  houses,  or
certificates  of  occupancy  therefor,  or (ii) the purchase of sewer or water
taps  to the extent the Seller plans or is required to rely on public water or
sewer  facilities.

(j)        ab     Construction Conditions.  Except as set forth on Schedule
2.14(j),  each of the lots included in the Developed Real Property, developed
real  property  included  in  the  Land  Contract  Property and developed real
property included in the Land Option Property is stable and otherwise suitable
for the construction of a residential structure by customary means and without
extraordinary  site  preparation  measures.

(k)          ab        Certain Prior Uses.  Except as set forth on Schedule
2.14(k),  none  of  the  Real  Property  has a gravesite that will materially
impede  the  development of residential homes and no permanent structures have
been  constructed  on  a  fill  or  borrow  area  in  a manner that materially
adversely  affects  the  Seller's intended use thereof or that does not comply
with  any  applicable  law  in  any  material  respect.

(l)     ab     Claims.  Except as set forth on Schedule 2.14(l), no action
described in Section 2.07(b) or (c) is pending or, to the knowledge of the
Seller,  threatened  against  the  Seller  with  respect  to  any  of the Real
Property.    All  of  the  Real  Property is in compliance with all applicable
zoning and subdivision ordinances and none of the development-site preparation
and  construction  work  performed  on  the  Real Property has concentrated or
diverted  surface  water or percolating water improperly onto or from the Real
Property  in a manner that affects Seller's present or intended use thereof or
the  value  of  the  Real  Property.

(m)          ab        Third Party Rights.  Except as set forth on Schedule
2.14(m), Seller has not granted to any person or entity any material contract
or  other  right  to  the  use  of  any portion of the Real Property or to the
furnishing  or  use  of  any  facility  or  amenity on or relating to the Real
Property,  other  than  sales  contracts  in  the ordinary course of business.

(n)        ab     Zoning.  Except as set forth on Schedule 2.14(n), all of
the  Real  Property  is  zoned  to  permit single-family home construction and
occupancy  thereon.

2.15          ab          Section.    Homeowner's  Associations.

(a)     ab     Schedule 2.15 sets forth a list of all homeowner associations
in  which  the  Seller  has  or  has  had  declarant  rights  (the  "Homeowner
Associations")  and  all  amounts  owing  between  Seller  and  the  Homeowner
Associations.

(b)         ab     Except as set forth on Schedule 2.15, (i) all restrictive
covenants  and  other documents used by Seller in connection with the creation
and operation of the Homeowner Associations (A) in which Seller previously had
declarant  rights  complied  in all materials respects with applicable laws at
the  time  the  same  were  promulgated, and (B) in which Seller currently has
declarant  rights  currently  comply  in all material respects with applicable
laws,  and  (ii)  all  material  disclosures and deliveries of information and
documents  required  by  applicable laws as to such Homeowner Associations and
their  creation  and  operation  have  been  materially  complied  with.

(c)          ab     To the knowledge of the Seller, no other claims exist by a
Homeowner  Association against Seller, and each Homeowner Association has been
operated,  so  long  as  Seller  has  participated therein, in accordance with
applicable  laws.

2.16      ab     Section.  Environmental Compliance.   Except as set forth
in  Schedule  2.16:

(a)          ab       The Seller has at all times complied with all applicable
Environmental Requirements in its development, construction and disposition of
the  Real  Property.    Further, to the knowledge of the Seller, no current or
previous  owner  of  any  Real  Property materially violated any Environmental
Requirements;

(b)        ab     No Hazardous Material has ever been generated, manufactured,
refined,  used,  transported, treated, stored, handled, disposed, transferred,
produced,  or  processed  at,  to,  or  on  any Real Property and no Hazardous
Material  has  ever  been  incorporated  into  any  Real  Property;

(c)          ab      There are no existing or, to the knowledge of the Seller,
potential  Environmental  Claims relating to any Real Property, and the Seller
has  not  received  any  notification,  nor does it have any knowledge of, any
alleged,  actual,  or  potential  responsibility for any disposal, release, or
threatened  release  at any location of any Hazardous Material generated at or
transported  from  any  Real  Property  by  or  on  behalf  of  the  Seller;

(d)        ab     (i) No underground storage tank or other underground storage
receptacle  (or  associated  equipment  or  piping) for Hazardous Materials is
currently  located  at or on any Real Property and there have been no releases
of  any  Hazardous Materials from any such underground storage tank or related
piping  at any time prior to the Closing; and (ii) there have been no releases
(i.e.,  any  past  or  present releasing, spilling, leaking, pumping, pouring,
emitting,  emptying, discharging, injecting, escaping, leaching, disposing, or
dumping)  of  Hazardous  Materials  at,  on,  to,  or  from any Real Property;

(e)      ab     There are no PCBs or friable asbestos located or contained at,
on,  or  in  any  Real  Property;

(f)          ab      No lien or other encumbrance has been imposed on any Real
Property  by  any  federal,  state,  local,  or foreign governmental agency or
authority  due to either the presence of any Hazardous Material on, off, or in
the  Real  Property  or  a  violation  of  any  Environmental  Requirement;

(g)      ab     The Seller has not received any notices issued pursuant to the
citizen's suit provision of any Environmental Requirement relating to any Real
Property;

(h)          ab       The Seller has not received any request for information,
notice,  demand, letter, administrative inquiry, formal or informal complaint,
or  claim  with  respect  to  any Environmental Conditions or violation of any
Environmental  Requirement  relating  to  any  Real  Property;

(i)          ab          There have been no environmental investigations, site
assessments  or  audits, or soil or groundwater sampling conducted at any Real
Property  by  the  Seller, or, to the Seller's knowledge, by any other person.

(j)          ab       None of the Real Property on which the Seller intends to
construct  a  residential  dwelling  is  located  within  a  "critical,"
"preservation,"  "conservation"  or similar type of area which will materially
affect  the  Seller's  present  development plans therefor.  No wetlands exist
which will restrict development of any of the Real Property as contemplated by
the  Seller  nor  render  the  cost  of  its  development of any Real Property
materially  in excess of the Seller's budget therefor.  No portion of the Real
Property  which the Seller has developed or intends to develop for residential
lots  and  dwellings  is  situated within a "noise cone" such that the Federal
Housing  Administration  will  not  approve  mortgages  due to the noise level
classification  of  such  real  property.    Any Real Property which cannot be
developed  in  accordance  with  its official development plan and preliminary
plot  without materially increasing development costs above those contemplated
by the Seller or materially delaying construction shall be listed on Schedule
2.16.

2.17          ab          Section.    Contracts.

(a)         ab     Schedule 2.17(a) lists the following contracts and leases
(other than those described in Schedule 1.03, Schedule 2.09, and Schedule
2.12), including all amendments thereto, to which Paragon is a party (all the
contracts, leases and amendments thereto listed on Schedules 1.03, 2.09,
2.12  and  2.17(a)  are  defined  as  the  "Contracts") including, but not
limited  to  all;

(1)     ab     Loans, lines of credit, letters of credit, security agreements,
pledges,  mortgages,  hypothecations,  loan  agreements,  guaranties, or other
payment  or  collateral  obligations;

(2)          ab          Agreements  of  guaranty  or  indemnification;

(3)     ab     Agreements, contracts, and commitments containing any covenant,
 condition,  or  promise  limiting  the  right  of the Seller to engage in any
activity  or  compete  with  any  person;

(4)          ab        Written employment agreements, contracts, policies, and
commitments  with  or  between  Paragon and any of their respective employees,
directors,  or  officers,  including  without  limitation  those  relating  to
severance;

(5)          ab         Material written agreements with employees as a group;

(6)       ab     Contracts with suppliers and vendors of parts, equipment, and
other  items  used  by  the  Seller  in  the  ordinary course of business; and

(7)          ab          Joint  venture  or  partnership  agreements.

Notwithstanding  the above, the term "Contract" does not include any agreement
relating  to  an Excluded Asset which agreement will not be assigned by Seller
to  the  Purchaser  pursuant  to  this  transaction.

(b)       ab     All of the Contracts are valid and binding obligations of the
Seller, are enforceable in accordance with their respective terms, are in full
force  and  effect  and,  except as otherwise specified in Schedule 2.17(a),
will  continue in full force and effect without the consent of any other party
so  that,  after  the  Closing,  the  Purchaser  will  be entitled to the full
benefits  thereof.  Except as set forth in Schedule 2.17(b), (i) none of the
Contracts  contain  any provision that is triggered by any of the transactions
contemplated by this Agreement; (ii) none of the Contracts contain a provision
imposing  a  penalty  if  any of the amounts due thereunder are prepaid; (iii)
there  is  not  any existing default or, to the knowledge of the Seller, event
which,  after  notice or lapse of time, or both, would constitute a default or
result  in  a  right to accelerate or loss of rights; (iv) to the knowledge of
the  Seller, none of the material suppliers, vendors or subcontractors used by
Seller  has, or intends to, terminate or change significantly its relationship
with  the Seller.  Copies of the Contracts in written form have been delivered
or  will  be  delivered  to  the  Purchaser  prior  to  the  Closing.

2.18       ab     Section.  Accounts and Notes Receivable.   The Seller on
or  before  the  Closing  will  deliver  to  the  Purchaser a list of Accounts
Receivable  owing to the Seller from its customers and all other parties as of
the  date  of Closing with such list to be set forth in Schedule 2.18.  Such
list  shall  include  the  amount  of  the obligation, date the obligation was
created,  date  when  the  obligation  is due, and any applicable penalties or
discounts.    The  Seller has no knowledge of any facts or circumstances which
will  interfere  with the collection of Accounts Receivable in accordance with
their  terms.

2.19     ab     Section.  Licenses and Permits.   The Seller possesses all
franchises,  licenses, permits, certificates, approvals, consents, clearances,
notifications,  registrations,  and  other authorizations necessary to conduct
its  business  operations  as  now  conducted  (the "Licenses" or "Permits"). 
Except  as  provided in Schedule 2.19, all builder's permits with respect to
each  Lot which is an Acquired Asset are freely transferable and will continue
in full force and effect without the consent of any other party so that, after
the  Closing,  the Purchaser will be entitled to the full benefits of any such
builder's  permits.

2.20      ab     Section.  Intellectual Property.   Except as set forth in
Schedule  2.20,  Seller  owns or possesses all corporate names, trade names,
trademarks,  service  marks,  mailing  lists,  copyrights, works of art, trade
secrets,  computer  programs,  know-how,  proprietary processes and formulae, 
technology and all other proprietary technical information, whether patentable
or  unpatentable,  and  all  applications  and  registrations of the foregoing
(collectively,  "Intellectual Property"), necessary to conduct the business of
the  Seller  as  presently operated.  Schedule 2.20 also contains a list and
brief  description of all such Intellectual Property in written form which has
been  registered  with  any  state  trademark office, with the U.S. Patent and
Trademark  Office  or  with  the  U.S.  Copyright  Office,  including computer
programs having a cost to Seller in excess of One Thousand Dollars ($1,000.00)
per  copy.   Except as set forth in Schedule 2.20, each copyright claimed to
be  owned by Seller relating to a work of art created prior to January 1, 1978
has  been  properly  registered  by  Seller  claiming  ownership with the U.S.
Copyright  Office.    Except  as  set  forth in Schedule 2.20, Seller is not
infringing  upon  or  otherwise  acting  adversely  to,  or  engaging  in  the
unauthorized  use or misappropriation of, any Intellectual Property, rights of
publicity, or rights of privacy which are owned by any other person or entity,
and  there  is  no  claim  or  action  by any such person or entity pending or
threatened  with  respect  thereto.

2.21        ab     Section.  Labor Relations: Employees.   As of April 30,
1998,  the  Seller  employed  a total of 9 employees.  As of the Closing Date,
except  as  set  forth  in  Schedule  2.21:

(a)      ab     The Seller has paid in full or accrued to all of its employees
all  wages,  salaries,  commissions, bonuses, fringe benefit payments, and all
other  direct and indirect compensation of any kind for all services performed
by  them  and  each  of  them  to  the  date  hereof;
(b)        ab     The Seller is in compliance with (i) all federal, state, and
local laws, ordinances, and regulations dealing with employment and employment
practices  of  any  kind,  and  (ii)  all  wages  and  hours  requirements and
regulations;

(c)          ab          There  is  no  unfair labor practice, safety, health,
discrimination,  or  wage  claim,  charge,  complaint,  or  suit  pending  or
threatened against or involving the Seller before the National Labor Relations
Board,  Occupational  Safety  and  Health  Administration,  Equal  Employment
Opportunity  Commission,  Department of Labor, or any other federal, state, or
local  agency;

(d)      ab     There is no labor dispute, strike, work stoppage, interference
with production, or slowdown in progress, threatened against, or involving the
Seller;

(e)     ab     There is no question of representation under the National Labor
Relations  Act,  as  amended,  or  any  state equivalent thereof, pending with
respect  to  the  employees  of  the  Seller;

(f)      ab     There is no grievance pending or threatened which might have a
material  adverse  effect  on the Seller, or on the conduct of the business of
the  Seller;

(g)        ab     There exists no collective bargaining agreement to which the
Seller  is  a party, and there is no collective bargaining agreement currently
being  negotiated, subject to negotiation, or renegotiation by the Seller; and

(h)          ab      There is no dispute, claim, or proceeding pending with or
threatened  by  the Immigration and Naturalization Service with respect to the
Seller.

2.22          ab          Section.    Employee  Benefit  Plans.

(a)          ab       Schedule 2.22, attached hereto and made a part hereof,
contains  a  list  of  each  (i)  employee welfare benefit plan (as defined in
Section  3(1)  of  ERISA (hereinafter referred to as "Employee Welfare Benefit
Plan")  and  (ii) employee pension benefit plan (as defined in Section 3(2) of
ERISA) (hereinafter referred to as "Employee Pension Benefit Plan"), (A) which
was maintained or administered by the Seller immediately prior to the Closing,
(B) to which the Seller contributed to, or was legally obligated to contribute
to  immediately  prior  to  the Closing, or (C) under which the Seller had any
liability  immediately prior to Closing, with respect to its current or former
employees  or  independent  contractors.  Solely for purposes of this Section
2.22,  the  Employee Welfare Benefit Plans and Employee Pension Benefit Plans
are  collectively  referred  to  as  "Employee Benefit Plans" and individually
referred  to  as  an  "Employee  Benefit  Plan".

(b)      ab     The Seller on or before the Closing will provide the Purchaser
with  true  and  correct  copies  of  (i) all Employee Benefit Plans listed on
Schedule  2.22,  including  all  amendments  thereto,  (ii)  the most recent
summary  plan  description  for each Employee Benefit Plan, and (iii) the most
recently  filed  IRS  Form  5500  for  each  Employee  Benefit  Plan.

(c)          ab     Each of the Employee Benefit Plans is in compliance in all
material respects with the applicable provisions of ERISA and those provisions
of  the  Code  applicable  to  the  Employee  Benefit Plans, and each Employee
Benefit  Plan  intended to be qualified under section 401(a) of the Code is so
qualified.  None of the Employee Benefit Plans is subject to Title IV of ERISA
or  to  section 412 of the Code.  All contributions to, and payments from, the
Employee  Benefit  Plans which may have been required to be made in accordance
with  the  Employee  Benefit Plans or the Code have been timely made.  Each of
the  Employee Benefit Plans has been administered at all times in all material
respects in accordance with its terms.  There are no pending investigations by
any  governmental  agency  involving  the  Employee  Benefit Plans except with
respect to this transaction, no termination proceedings involving the Employee
Benefit  Plans,  and  no  threatened  or pending claims (except for claims for
benefits  payable  in  the  normal  operation  of the Employee Benefit Plans),
suits,  or  proceedings  against any Employee Benefit Plan or assertion of any
rights  or  claims  to  benefits  under  any  Employee  Benefit  Plan.

(d)     ab     No Employee Benefit Plan fiduciary has engaged in a "prohibited
transaction"  (as  that term is defined in section 4975 of the Code or section
406  of  ERISA)  which  could  subject any Employee Benefit Plan to the tax or
penalty  on  prohibited  transactions imposed by section 4975 or the sanctions
imposed  under  Title  I  of  ERISA.

(e)     ab     The Seller is not obligated to contribute to any multi-employer
plan  (as  defined  in  ERISA  Section  3(37).

(f)          ab          The  Seller has complied with the requirements of the
Consolidated  Omnibus  Budget  Reconciliation  Act  of  1985,  as  amended
(hereinafter  referred  to  as  ("COBRA"))  and  the  rules  and  regulations
thereunder.    Seller shall be solely responsible and liable for providing any
and  all  benefits  to  employees  or  others (or their covered dependents) of
Seller required under COBRA arising from any qualifying event as defined under
Code Section 4980B(f)(3) and ERISA Section 603 occurring on or before Closing.

2.23         ab     Section.  Warranty Liability.   Except as set forth in
Schedule  2.23,  the  Seller has not (a) incurred any costs in regard to any
Warranty  Liability  at  any  time  (b)  the  Seller has not been notified, in
writing  or  orally,  of any pending or potential Warranty Liability which has
arisen  or  may  arise  in  the  future,  (c)  nor  does Seller have reason to
anticipate  any  pending  or  potential  Warranty  Liability.
2.24     ab     Section.  Letters of Intent and Sale Discussions.   Except
for  the Letter of Intent by and between Crossmann and Paragon, dated March 2,
1998,  the  Seller has not entered into any binding letter of intent nor other
agreement  pursuant to which the Seller has agreed to merge or consolidate, in
whole  or in part, with any other Person, sell or exchange any of the stock of
the  Seller,  or sell, transfer, or assign any asset of the Seller, except for
sales  of  residential  homes  made  in  the  ordinary  course  of  business.

2.25          ab          Section.    Due Diligence.   With respect to all
representations  and  warranties  which are qualified "to the knowledge of the
Seller",  "known  to  the  Seller", or words of similar import, the Seller has
made  reasonable  investigation of the subject matter of the representation of
warranty  and,  where appropriate, conferred with appropriate Personnel and/or
examined  appropriate  documents.

2.26        ab     Section.  Disclosure.   This Agreement and the Exhibits
and  Schedules  attached  hereto  do  not  contain  any untrue statements of a
material  fact  or  omit  to  state  a  material  fact  necessary  to make the
statements  contained  herein  not  misleading.

2.27       ab     Section.  Survival.   All representations and warranties
contained  in  this  Agreement,  except those in Sections 2.06 and 2.16, shall
survive  the  execution,  delivery,  and  performance  hereof  for a period of
eighteen  (18)  months after the Closing Date, provided, however, that the
representations  contained  in  Section  2.06  relating to tax matters and the
obligation  to indemnify with respect to a breach thereof shall survive for so
long  as  the  applicable statute of limitations, as set forth in the Internal
Revenue  Code;  and,  provided  further, that the representations contained in
Section  2.16  relating  to  environmental  matters  and  the  obligation to
indemnify  with  respect  to a breach thereof shall survive for so long as any
environmental  regulatory  authority  shall  have the power to make any claim,
assessment  or  reassessment  with  respect  thereto.    Notwithstanding  the
foregoing,  the  representations  contained  in  Section  2.16  relating  to
environmental matters and the obligation to indemnify with respect to a breach
thereof  relating  to any specific property shall survive for a period of five
(5) years from the date on which the Seller has delivered to Purchaser and the
Purchaser  has  accepted  in  writing  from the Seller a reasonably acceptable
"Phase I" environmental site assessment relating to that property, as provided
for  in  Section  4.08

2.28        ab     Section.  Other Limitations.   Seller's liability for a
breach  of  a  representation or warranty contained in this Agreement shall be
limited  as  provided  for  in  Section  4.10.

                              III     abARTICLE

               REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

     As  a  material inducement to the Seller to enter into this Agreement and
to consummate the transactions contemplated by this Agreement, the Company and
Crossmann  represent  and  warrant  to  the  Seller  that:

3.01        ab     Section.  Authority: Consent.   Each of the Company and
Crossmann  has  the  full capacity, right, power, and authority to enter into,
execute,  and  deliver  this  Agreement,  to  consummate  the  transactions
contemplated  by  this  Agreement,  to  comply  with and fulfill the terms and
conditions  of  this Agreement, and to purchase the Acquired Assets and assume
the  Assumed  Liabilities from the Seller.  The execution and delivery of this
Agreement by the Company and Crossmann and the consummation by the Company and
Crossmann  of  the transactions contemplated herein have been duly and validly
authorized  by all necessary actions on the part of the boards of directors of
the  Company  and  Crossmann.   This Agreement constitutes a valid and binding
obligation  of  the Company and Crossmann, enforceable against each of them in
accordance  with  its  terms  and  conditions,  subject  as  to enforcement to
applicable  bankruptcy,  insolvency, reorganization, and other similar laws of
general applicability relating to or affecting creditors rights generally.  No
further action is necessary by the Company or Crossmann to make this Agreement
valid  and  binding upon the Company and Crossmann and enforceable against the
Company  and Crossmann in accordance with the terms hereof or to carry out the
transactions  contemplated hereby.  Neither the execution and delivery of this
Agreement,  nor  the consummation of the transactions contemplated hereby, nor
compliance  by  the  Company  and Crossmann with any of the provisions of this
Agreement  will:

(a)         ab     Conflict with, violate, result in a breach of, constitute a
default  under (or an event which, with notice or lapse of time or both, would
constitute a default), or give rise to any right of termination, cancellation,
or  acceleration under any of the terms, conditions or provisions of any note,
lien,  bond,  mortgage,  indenture,  license,  lease,  contract,  commitment,
agreement,  understanding,  arrangement,  restriction,  or other instrument or
obligation to which either the Company or Crossmann is a party or by which the
Company,  Crossmann  or  any  of  their respective properties or assets may be
bound;

(b)          ab      Violate any law, rule, or regulation of any government or
governmental  agency  or  body,  or  any judgment, order, writ, injunction, or
decree  of  any  court,  administrative agency, or governmental agency or body
applicable  to  the  Company, Crossmann or any of their respective properties,
assets,  outstanding  shares  or  other  securities;  or

(c)         ab     Constitute an event which, with or without notice, lapse of
time,  or  action  by a third party, could result in the creation of any lien,
charge,  or encumbrance upon any of the assets or properties of the Company or
Crossmann,  or cause the maturity of any liability, obligation, or debt of the
Company  or  Crossmann  to  be  accelerated  or  increased.

3.02       ab     Section.  Consents and Approvals.   Except as set out in
Schedule  3.02,  the execution and delivery of this Agreement by the Company
and  Crossmann  and  the  consummation  by  the  Company  and Crossmann of the
transactions  contemplated  hereby will not require any notice to, or consent,
authorization,  or  approval  from  any court or governmental authority or any
other  third  party.    Any  and  all  notices,  consents, authorizations, and
approvals  set  forth  in  Schedule  3.02  have  been  made  and  obtained.

3.03          ab      Section.  Corporate Organization.   The Company is a
limited  liability  company,  duly  organized,  validly  existing, and in good
standing  under  the  laws  of  the  State  of  Tennessee.    The Company is a
wholly-owned subsidiary of Crossmann.  Crossmann is a corporation incorporated
and  validly  existing  under  the laws of the State of Indiana, for which the
most  recent required annual report under Indiana Business Corporation Law has
been filed with the Indiana Secretary of State, and no Articles of Dissolution
appear  as  filed with the Indiana Secretary of State's records.  Prior to the
Closing,  Crossmann will deliver to the Seller (a) a true and complete copy of
the Articles of Incorporation, including all amendments thereto, of Crossmann,
(b)  a  Certificate  of Existence (or similar document) of Crossmann issued by
the  Secretary  of  State  for  the  State  of  Indiana, and (c) a copy of the
By-laws,  including all amendments thereto, of Crossmann certified as true and
complete  and  presently  in  effect  by  the  Secretary  of  Crossmann.

                               IV     abARTICLE

                               INDEMNIFICATION

4.01          ab       Section.  Indemnification by Seller.   Seller shall
indemnify  and  hold  harmless  the  Company,  and  its respective successors,
shareholders, officers, directors, affiliates, and agents from and against any
and  all  damages,  losses,  obligations,  demands,  liabilities,  claims,
encumbrances,  penalties, costs, and expenses, including reasonable attorneys'
fees  (and  costs  and  reasonable  attorneys'  fees in respect of any suit to
enforce  this  provision  if  the  Company  prevails  in  such  suit) (each an
"Indemnity Loss"), arising from or relating to (a) any misrepresentation in or
any  breach  of any representation or warranty by the Seller, or any breach or
failure  of  the  Seller  to  perform any covenant or obligation of the Seller
contained  in  this  Agreement or any related agreement, instrument, document,
exhibit,  schedule or certificate furnished or required to be furnished by the
Seller  pursuant  to  this  Agreement,  or  any  nonfulfillment  of any of the
covenants  or  agreements  of  the Seller contained in this Agreement, (b) any
liability,  obligation,  or  commitment  of  any  nature  (absolute,  accrued,
contingent,  or  other)  of  the  Seller  which  is  not  an Assumed Liability
expressly assumed by the Purchaser pursuant to this Agreement; and (c) any and
all actions, suits, investigations, proceedings, demands, assessments, audits,
and  judgments  arising  out  of  any  of  the  foregoing.

     The  Seller  agrees to indemnify and hold harmless the Purchaser from and
against  any  and  all Warranty Liabilities.  Purchaser will notify Seller, in
writing,  of  any  pending  Warranty Liability.  The Seller shall have fifteen
(15)  Business  Days to notify the Purchaser, in writing, that the Seller will
assume  full  responsibility  for  the payment and resolution of each Warranty
Liability.  Failure of the Seller to respond within fifteen (15) Business Days
shall  be  deemed a waiver by the Seller of its right to assume responsibility
for  the Warranty Liability.  Upon notification to the Purchaser by the Seller
that  the  Seller intends to assume responsibility for any Warranty Liability,
that  Warranty  Liability shall remain the full responsibility of Seller until
the  problem  giving  rise  to  the  Warranty  Liability  has  been resolved. 
Notwithstanding  the  foregoing, the parties agree that Purchaser may take any
actions  during  the fifteen (15) Business Days as may be reasonably necessary
to  mitigate or prevent the occurrence of any additional costs associated with
a  Warranty  Liability;  Seller  shall  remain responsible for such mitigation
expenses.

4.02          ab         Section.  Indemnification by the Purchaser.   The
Purchaser  shall indemnify and hold harmless the Seller and its successors and
their  respective  shareholders,  officers,  directors,  and  agents  from and
against  any  and  all  Indemnity Losses resulting from or relating to (a) any
misrepresentation  in  or any breach of any representation or warranty, or any
breach  or  failure  of the Purchaser to perform any covenant or obligation of
the  Purchaser  contained  in  this  Agreement  or  any  related  agreement,
instrument,  document,  exhibit, schedule or certificate furnished or required
to  be  furnished by the Purchaser pursuant to this Agreement or in connection
with the transactions contemplated by this Agreement, or any nonfulfillment of
any  of  the  covenants  or  agreements  of  the  Purchaser  contained in this
Agreement,  (b)  any  Assumed  Liability,  and (c) any and all suits, actions,
investigations,  proceedings,  demands,  assessments,  audits,  and  judgments
arising  out  of  any  of  the  foregoing.

4.03          ab          Section.  Notice.   If an indemnified party (the
"Claimant")  believes  that it has suffered or incurred any Indemnity Loss, it
shall  so  notify  the  party which the Claimant believes has an obligation to
indemnify  (the "Indemnifying Party") promptly in writing describing such loss
or  expense,  the  amount  thereof, if known, and the method of computation of
such  loss or expense, all with reasonable particularity (the "Indemnification
Notice").    If any action at law, suit in equity, or administrative action is
instituted  by  or  against  a  third party with respect to which the Claimant
intends  to  claim  any  liability  or expense as an Indemnity Loss under this
Article  IV,  it  shall promptly notify the Indemnifying Party in writing of
such  action  or suit describing such loss or expenses, the amount thereof, if
known,  and  the  method  of  computation  of  such  loss or expense, all with
reasonable  particularity  (the  "Litigation  Notice")  in  lieu  of  an
Indemnification  Notice.    To  the  extent  failure  to  promptly  notify the
Indemnifying Party of such action or suit can reasonably be deemed to increase
the  liability or expense to the Claimant, the Indemnifying Party shall not be
obligated to reimburse claimant for the amount of the increase in liability or
expense.

4.04          ab          Section.    Arbitration.

(a)       ab     If the Indemnifying Party does not agree that the Claimant is
entitled to reimbursement for the full amount specified in the Indemnification
Notice  or Litigation Notice, as the case may be, the Indemnifying Party shall
notify the Claimant (the "Disagreement Notice") within thirty (30) days of its
receipt  of  the  Indemnification Notice or Litigation Notice, as the case may
be.    Failure  to  deliver  a Disagreement Notice in a timely manner shall be
considered  an  express  acknowledgment  by  the  Indemnifying  Party  of  its
obligation  to  indemnify  and  hold harmless the Claimant with respect to the
Indemnity  Loss  set  forth  in  the  Indemnification Notice or the Litigation
Notice,  as  the  case may be.  At any time after delivery of the Disagreement
Notice,  either  the  Claimant  or the Indemnifying Party may notify the other
that  the  determination  as  to  whether  and  in what amount the Claimant is
entitled  to indemnification from the Indemnifying Party shall then be made by
an  arbitration tribunal (the "Arbitration Notice").  The arbitration tribunal
shall consist of three arbitrators, one to be selected by the Claimant, one to
be selected by the Indemnifying Party, and the third arbitrator to be selected
by  the  other  two arbitrators.  The arbitrators shall each be independent of
the  parties  and reasonably experienced in conducting arbitration proceedings
relating  to  similar  matters  and  all  arbitrators shall be selected within
thirty  (30)  days  of the delivery of the Arbitration Notice.  An arbitration
hearing  shall  then  be  held within thirty (30) days of the selection of the
third  arbitrator, and the arbitration tribunal shall render its determination
as  to  whether and in what amount the Claimant is entitled to indemnification
within  thirty  (30) days of such hearing.  All procedures with respect to the
arbitration  proceeding  provided  for  in  this Section 4.04(a) shall be in
accordance  with  the rules of the American Arbitration Association, except as
otherwise  specifically  set  forth  in  this  Agreement.

(b)      ab     Each party shall be responsible for its own costs and expenses
incurred  in  conducting  the  arbitration proceeding provided for in Section
4.04(a),  including  attorneys'  fees.

(c)          ab      The parties hereby irrevocably consent to be bound by the
decision  of  the  arbitration  tribunal  with  respect  to  indemnification
determinations.

4.05          ab     Section.  Defense of Claims.   The Indemnifying Party
shall have twenty (20) Business Days after receipt of the Litigation Notice to
notify  the Claimant that it acknowledges its obligation to indemnify and hold
harmless  the  Claimant  with  respect  to the Indemnity Loss set forth in the
Litigation  Notice  and  that  it  elects  to conduct and control any legal or
administrative  action  or  suit  with  respect to an indemnifiable claim (the
"Election  Notice").  If the Indemnifying Party gives a Disagreement Notice or
does not give the foregoing Election Notice, the Claimant shall have the right
to  defend, contest, settle, or compromise such action or suit in the exercise
of  its exclusive discretion; provided, however, that the right of Claimant to
indemnification  hereunder  shall  not be conclusively established hereby.  If
the  Indemnifying  Party gives the foregoing Election Notice, the Indemnifying
Party shall have the right to undertake, conduct, and control, through counsel
of  its  own  choosing  and at its sole expense, the conduct and settlement of
such  action  or  suit, and the Claimant shall cooperate with the Indemnifying
Party  in  connection  therewith; provided, however, that (a) the Indemnifying
Party  shall  not  thereby consent to the imposition of any injunction against
the Claimant without the written consent of the Claimant; (b) the Indemnifying
Party  shall  permit the Claimant to participate in such conduct or settlement
through  counsel  chosen  by  the  Claimant, but the fees and expenses of such
counsel shall be borne by the Claimant except as provided in clause (c) below;
and  (c)  upon  a final determination of such action or suit, the Indemnifying
Party shall promptly reimburse the Claimant, to the extent required under this
Article  IV,  for  the  full  amount  of  any Indemnity Loss incurred by the
Claimant  except fees and expenses of counsel that the Claimant incurred after
the  assumption  of  the  conduct  and  control  of such action or suit by the
Indemnifying Party in good faith; (d) the Claimant shall have the right to pay
or  settle  any  such action or suit, provided that in such event the Claimant
shall  waive  any right to indemnity therefor by the Indemnifying Party and no
amount  in  respect  thereof  shall be claimed as an Indemnity Loss under this
Article  IV.  In the event of a settlement under this Section 4.05(d), the
Claimant  shall  also  reimburse  the  Indemnifying  Party  for fees and costs
incurred  by  the  Indemnifying  Party  prior  to  the  settlement.

4.06     ab     Section.  Computation of Indemnity Losses.   The amount of
Indemnity  Losses  hereunder  shall  be  computed  after  giving effect to the
receipt  of  any  and  all  insurance  proceeds  with  respect  thereto.

4.07          ab     Section.  Payment of Losses.   The Indemnifying Party
shall  pay to the Claimant in cash the amount to which the Claimant may become
entitled  by  reason  of the provisions of this Article IV, such payment to be
made within fifteen (15) Business Days after such amount is finally determined
either  by  mutual  agreement  of  the  parties or pursuant to the arbitration
proceeding described in Section 4.04 of this Agreement or, in the case of an
Indemnity  Loss  described in a Litigation Notice, the date on which both such
amount  and Claimant's obligation to pay such amount have been determined by a
final  judgment  of the trial court or administrative body having jurisdiction
over  such  proceeding.   In addition to the foregoing, the Seller agrees that
the  Purchaser  shall  have  the right to recoup all or any part of any amount
that  the  Purchaser  is  owed  pursuant to the preceding sentence (in lieu of
seeking  a cash payment from the Seller pursuant to the preceding sentence) by
notifying  the  Seller  that  the  Purchaser  is  reducing  or eliminating the
payments  due  to  the Seller under the Note, the Oakland Note or the Earn-Out
Payments,  as  the case may be.  In the event of a dispute with respect to any
indemnification  claims  by Purchaser, Purchaser shall have the right to place
amounts  otherwise payable under the Note or the Earn-Out Payments into escrow
pending  resolution  of  such  dispute.

4.08       ab     Section.  Survival.   Notwithstanding the foregoing, the
Indemnifying  Party shall have no liability with respect to any Indemnity Loss
Notice  which  is  not received by the Indemnifying Party pursuant to Section
4.03  hereof  within eighteen (18) months after the Closing Date; provided,
however,  that  the Indemnifying Party shall remain liable for any Indemnity
Loss  arising  from a breach of any representation contained in Section 2.06
relating  to  tax  matters  and  the obligation to indemnify with respect to a
breach  thereof  shall  survive  for  so  long  as  the  applicable statute of
limitations,  as  set  forth  in  the  Internal  Revenue Code; and, provided
further,  that  the Indemnifying Party shall remain liable for any Indemnity
Loss  arising  from a breach of any representation contained in Section 2.16
relating to environmental matters and the obligation to indemnify with respect
to  a breach thereof (an "Environmental Obligation") shall survive for so long
as  any  environmental  regulatory  authority shall have the power to make any
claim,  assessment  or reassessment with respect thereto.  Notwithstanding the
foregoing,  the Indemnifying Party shall have no obligation with respect to an
Environmental Obligation relating to any specific property after the date five
(5) years from the date on which the Seller has delivered to Purchaser and the
Purchaser  has  accepted  in  writing  from the Seller a reasonably acceptable
"Phase  I"  environmental  site assessment relating to that property (a "Phase
I").    The  scope  and  performance of each Phase I shall meet or exceed ASTM
Standard  practice  E1527-94,  Standard  Practice  for  Environmental  Site
Assessment  Process.    Each  Phase  I  shall  be  addressed  to  Purchaser or
accompanied  by  a  reliance  letter  addressed  to the Purchaser and shall be
prepared  by  a consulting firm acceptable to Purchaser.  The cost and expense
of  obtaining  such Phase I shall be borne solely by the Seller.  In the event
Seller  elects  to  obtain an insurance policy or insurance policies to insure
itself  against  any Environmental Obligation, Seller shall name Crossmann and
the  Company  as  additional  payees.

4.09         ab     Section.  Changes to Representations and Warranties.  
Upon  the  delivery  by the Seller to the Purchaser of a reasonably acceptable
Phase  I  relating  to  any  specific  property  and  conforming  in scope and
performance  to  the  specifications  set  forth  in  Section  4.08,  the
representations  contained  in  Section 2.16 (b), (c), (d), (e) and (j) with
respect  to  such property will be deemed to have been satisfied if Seller has
no  knowledge of any of the events, conditions, acts or omissions specified in
such  representations.

4.10          ab        Section.  Other Limitations.   Notwithstanding the
foregoing, (i) an Indemnifying Party shall only be liable to a Claimant to the
extent  the aggregate amount of Indemnity Losses exceeds $40,000; and (ii) the
Seller's  aggregate  liability  shall  be  limited  to  an amount equal to the
Purchase  Price.

                               V     abARTICLE

              CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLER

     The  obligations  of  the  Seller  to  sell  and transfer Acquired Assets
hereunder on the Closing Date are subject to the fulfillment, at or before the
Closing,  of  the following conditions, any one or more of which may be waived
in  writing  by  the  Seller  in  its  sole  discretion:

5.01     ab     Section.  Performance of the Obligations of the Purchaser.
  The  Purchaser shall have performed in all material respects all obligations
under  this  Agreement on or before the Closing Date,  the representations and
warranties  of  the  Purchaser  set  forth  in  Article III shall remain true,
correct, and complete in all material respects as of the Closing Date, and the
Seller  shall  have  received  a certificate from the Purchaser to that effect
dated  the  Closing  Date  and  signed  by  the  President  or  any other duly
authorized  officer  of  the  Purchaser.

5.02     ab     Section.  Consents and Approvals.   All permits, consents,
waivers,  authorizations,  and  approvals  of  any  governmental or regulatory
authority,  state  or  Federal, and of any other Person that may be reasonably
required  in  connection  with  the  execution  of  this  Agreement  or  the
effectuation  of  the  transactions  contemplated  herein shall have been duly
obtained  and  shall  be  in  full  force  and  effect  on  the  Closing Date.

5.03          ab     Section.  No Violation of Orders.   No preliminary or
permanent  injunction  or  other  order issued by any court or governmental or
regulatory  authority,  domestic  or  foreign,  that  declares  this Agreement
invalid  or  unenforceable  in any respect or prevents the consummation of the
transactions  contemplated  hereby  shall  be  in  effect,  and  no proceeding
relating  to  any  order  shall  have  commenced.

                               VI     abARTICLE

             CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PURCHASER

     The  obligations  of  the  Purchaser to purchase, acquire, and accept the
Acquired Assets, and to assume the Assumed Liabilities on the Closing Date are
subject  to  the  fulfillment,  at  or  before  the  Closing, of the following
conditions,  any  one  or  more  of  which  the  Purchaser  may,  in  its sole
discretion,  waive  in  writing.

6.01      ab     Section.  Performance of the Obligations of the Seller.  
The Seller shall have performed in all material respects all obligations under
this  Agreement  on  or  before  the  Closing  Date,  the  representations and
warranties of the Seller set forth in Article II shall remain true, correct,
and  complete  in  all  material  respects  as  of  the  Closing Date, and the
Purchaser  shall  have  received  a certificate from the Seller to that effect
dated  the  Closing  Date  and  signed  by  the  President  or  any other duly
authorized  officer  of  the  Seller.

6.02     ab     Section.  Completion of Due Diligence.   The Purchaser, in
its  sole discretion, shall be satisfied with the results of its due diligence
regarding  the  Acquired  Assets,  the  Assumed  Liabilities, and the business
operations of Seller, including, but not limited to, the information set forth
on  the  Schedules  to  this  Agreement.

6.03          ab       Section.  Consents and Approvals.   All Permits and
Licenses  necessary  to  conduct  the  business  of  Seller  as now conducted,
including  any  necessary  transfer  thereof,  and  all  consents,  waivers,
authorizations,  and  approvals  of  any governmental or regulatory authority,
state  or Federal, and of any other Person, that may be reasonably required in
connection  with  the  execution  of this Agreement or the effectuation of the
transactions  contemplated  herein, shall have been duly obtained and shall be
in  full  force  and  effect  on the Closing Date.  Each party (other than the
Seller)  to  any  of  the Contracts specified in Schedule 2.17(a), Schedule
1.03,  Schedule  2.09,  or  Schedule 2.12 shall have provided its written
consent to the assignment of the Contract to the Purchaser as provided herein,
to  the  extent  such  consent  is  required.
6.04          ab     Section.  No Violation of Orders.   No preliminary or
permanent  injunction  or  other  order issued by any court or governmental or
regulatory  authority,  domestic  or  foreign,  that  declares  this Agreement
invalid  or  unenforceable  in any respect or prevents the consummation of the
transactions  contemplated  hereby,  or which materially and adversely affects
the Acquired Assets, the Paragon Operations, or the financial condition of the
Seller  shall be in effect, and no proceeding relating to any order shall have
commenced.

6.05      ab     Section.  Title Insurance.   Prior to the Closing, Seller
shall  have  furnished  the  Purchaser,  a commitment for an owner's policy of
title  insurance  satisfactory  to  the  Purchaser  in  its  sole and absolute
discretion,  issued  by  a  nationally  reputable title insurance company (the
"Title  Company"), and containing the agreement of the Title Company to insure
fee  simple  title  to the Real Property (except for the Leased Real Property,
the  Land  Contract Property, and the Option Real Property) in the name of the
Purchaser  upon  delivery  of  a  general warranty deed from the Seller to the
Purchaser.   The cost of obtaining such title insurance shall be borne equally
by  the  Purchaser  and  the  Seller.

6.06     ab     Section.  Phase I for Country Walk Subdivision.   Prior to
the  Closing,  Seller shall have furnished to the Purchaser a Phase I relating
to the Country Walk Subdivision and conforming in scope and performance to the
specifications  set  forth  in  Section  4.08.

6.07       ab     Section.  Lot Purchase Agreements.   The Company and the
respective  owners  of  the real property shall have entered into lot purchase
agreements  in  the  form of Exhibit 6.07 attached hereto (the "Lot Purchase
Agreements").

6.08          ab     Section.  Noncompetition Agreement with Seller.   The
Seller  and certain owners and officers of Seller who are presently engaged in
any  business, enterprise, endeavor or activity which is substantially similar
to  the  business  or  activities  conducted  by  the  Purchaser or any of its
subsidiaries  or  affiliates  shall  have  entered  into a confidentiality and
noncompetition  agreement  with  the  Purchaser  in the form of Exhibit 6.08
attached  hereto  and  incorporated  herein by this reference (the "Noncompete
Agreement").

6.09          ab       Section.  Employment Agreement.   The Purchaser and
Richerson  shall  have  entered  into  an  employment agreement in the form of
Exhibit  6.09 attached hereto and incorporated herein by this reference (the
"Employment  Agreement");  provided,  however,  that  Richerson will remain an
employee  of  Seller  and  Seller  will  remain obligated to pay Richerson his
appropriate  compensation  until  the  Closing  Date.

6.10          ab        Section.  Assignment and Assumption of Country Walk
Agreements.      The  Purchaser, Paragon and Country Walk Partners shall have
entered  into  an  assignment  and  assumption  agreement  with  consent  (the
"Assignment  and  Assumption  Agreement with Consent") in the form of Exhibit
6.10  attached  hereto and incorporated herein by this reference, pursuant to
which  Paragon  assigns  and  Purchaser  assumes  all  of Paragon's rights and
obligations  under the Country Walk Agreements; provided, however, that if
any  Lot  located  in  any  phase  of  the  Country Walk Subdivision which is 
purchased  by Purchaser pursuant to the Country Walk Agreements is unbuildable
for any reason, including without limitation, inadequate soils, title defects,
noncompliance  with  applicable  zoning  regulations,  the  presence  of
environmental contamination or the presence of the 100 year flood plain on the
Lot, and Purchaser is unable to obtain a refund of the purchase price for such
Lot  from  Country  Walk  Partners,  Paragon  hereby  agrees  to purchase such
unbuildable Lot from Purchaser (at the price paid by Purchaser to Country Walk
Partners)  within  thirty  (30)  days  of  notice  from  the  Purchaser of the
existence  of  such unbuildable Lot.  At the closing for such unbuildable Lot,
the  Purchaser  shall  convey  title to the Lot to Paragon by Limited Warranty
Deed in exchange for payment from Paragon of a sum equal to the purchase price
paid  by  the  Purchaser  to  Country  Walk  Partners  for  such  Lot.

6.11     ab     Section.  Deposit of Proceeds.   Prior to the Closing, the
Seller  shall  cause the Country Walk Proceeds to be deposited as provided for
in  Section  8.07.

6.12         ab     Section.  Brokerage Services Agreement.   Prior to the
Closing,  the Company and Paragon Realty, Inc., a Tennessee corporation, shall
have  entered into an Agreement for Brokerage Services in the form of Exhibit
6.12  attached  hereto  and  incorporated  herein  by  this  reference  (the
"Brokerage  Services  Agreement").

6.13      ab     Section.  Oakland Agreement.   Prior to the Closing, good
and  marketable  title shall be conveyed to the Company for each Lot or parcel
of  raw  ground  located  in the residential subdivision commonly known as the
Oakland  subdivision  purchased  by the Company pursuant to a Contract for the
Purchase  of  Real  Estate, dated May 5, 1998 between the Company and the John
Hyneman  Development  Company,  Inc.

                              VII     abARTICLE

                                 TERMINATION


                          [INTENTIONALLY LEFT BLANK]


CLOSING  AND  POST-CLOSING  MATTERS

7.01       ab     Section.  Closing Date.  The closing of the purchase and
sale  of  the  Acquired  Assets (the "Closing") shall take place at a mutually
agreeable  time  and place, on or before May 1, 1998, unless mutually extended
by  the  parties.

7.02       ab     Section.  Deliveries by the Seller.  At the Closing, the
Seller  shall  deliver or cause to be delivered to the Purchaser the following
duly executed documents and other items in form satisfactory to the Purchaser:

(a)          ab          The  certification  required  in  Section  6.01;

(b)       ab     All assignments and such other instruments of sale, transfer,
conveyance  and  assignment  of  the  Acquired  Assets  as  the  Purchaser may
reasonably  request,  including,  but not limited to, all third party consents
that  may  be necessary to assign any of the Acquired Assets to the Purchaser;

(c)          ab        A Certificate of Good Standing of Paragon issued by the
Secretary  of  State  for  the State of Tennessee, dated as of the most recent
practicable  date  prior  to  the  Closing;

(d)       ab     Results of searches dated within ten (10) days of the Closing
disclosing  any  judgments,  tax  liens,  Uniform  Commercial  Code  financing
statements,  or  any  other Liens filed or indexed against any of the Acquired
Assets;

(e)      ab     All Permits necessary to conduct the business of Seller as now
conducted,  transferred  to  the  Purchaser  as required and permitted by law;

(f)          ab       The Noncompete Agreement provided for in Section 6.08;

(g)      ab     All documents necessary to perfect title to or interest in any
of  the Acquired Assets, including, but not limited to, a warranty deed, where
applicable,  and  any  other  document necessary to convey good and marketable
title  to  the  Real  Property;  and

(h)     ab     A certificate of the Seller acknowledging (or waiving) delivery
by the Purchaser of the items set forth in Section 8.03.  The failure of the
Seller  to  deliver  this  certificate  will not in and of itself constitute a
breach  of  this  Agreement  if  the  certificate was not delivered because of
Purchaser's  failure  to  deliver  the  items  set  forth  in  Section 8.03.

7.03        ab     Section.  Deliveries by Purchaser.  At the Closing, the
Purchaser  shall  deliver or cause to be delivered to the Seller the following
duly  executed  documents  and other items in form satisfactory to the Seller:

(a)          ab          The  certification  required  in  Section  5.01;

(b)         ab     The Closing Date Payment provided for in Section 1.04(a);

(c)          ab          The  Note  provided  for  in  Section  1.04(b);

(d)          ab        An assumption of the Assumed Liabilities and such other
instruments  of  assumption  as  the  Seller  reasonably  may  request;  and

(e)          ab      A certificate of the Purchaser acknowledging (or waiving)
delivery  by the Seller of the items set forth in Section 8.02.  The failure
of  the  Purchaser  to  deliver  this  certificate  will  not in and of itself
constitute  a  breach  of  this Agreement if the certificate was not delivered
because  of Seller's failure to deliver the items set forth in Section 8.02.

7.04      ab     Section.  Confidentiality.  The Seller shall not directly
or indirectly use, for its or his own benefit or otherwise, or disclose to any
other Person, any information relating to the Acquired Assets, the business of
the Seller or the terms and conditions of this Agreement, except to the extent
that such information (i) was in the public domain at the time of the Closing;
(ii)  entered into the public domain after the Closing through no fault of the
Seller;  (iii)  is  required  to  be  disclosed  by law or order of a court or
governmental  body;  (iv) is directly related to the Excluded Assets or (v) as
is  necessary  in  connection  with Tax matters or the ordinary conduct of the
Seller.

7.05       ab     Section.  Sale of Homes.  After the Closing, Hyneman may
sell  to  a  third  party contractor the lots located in a certain residential
subdivision  commonly referred to as Dalton Downs; provided, however, that
prior  to such sale, the Purchaser shall have the option to purchase such lots
at  the  same  terms  and  conditions  as offered by the third party by giving
notice  to Hyneman of its intention to do so within fifteen (15) Business Days
of receiving notice of the other offer; provided, however, that Hyneman is
not  required  to provide the Purchaser with notice of any offer until Hyneman
is  satisfied  with  the terms and conditions of such offer.  If the Purchaser
does  not  notify  Hyneman  of  its  intention to exercise this right of first
option within such fifteen (15) Business Day period, Hyneman shall be entitled
to  complete  the proposed sale to the third party, provided that such sale is
on  the  same terms and conditions as the option granted to the Purchaser, and
such  sale  is completed within thirty (30) Business Days after the expiration
of  Purchaser's  right  of  first  option.  In the event that Hyneman fails to
obtain  an  offer  for  the  sale of the lots located in Dalton Downs within a
reasonable  time  after  the  Closing,  Purchaser agrees to provide reasonable
assistance  to  Hyneman  in  the  marketing  and/or  build  out  of such lots,
including  the  construction  of  a  model  home  and  "spec"  homes as deemed
necessary  or appropriate by the Purchaser in accordance with a reasonable lot
price  to  be  agreed  upon  by  the  Purchaser  and  Hyneman.    If  there is
insufficient  development  of  the  Dalton  Downs  subdivision  to  permit the
reasonably  prompt  marketing  of  the  lots contained in such subdivision (as
mutually  agreed  to  by the Seller, Hyneman and the Purchaser), Seller and/or
Hyneman  may  hire  a  third-party  contractor  reasonably  acceptable  to the
Purchaser  to  assist  in  the  development  of  such  subdivision.

7.06         ab     Section.  Assignment of Country Walk Proceeds.  At the
Closing,  the  Seller  agrees  to  assign  free  and  clear  of  all  liens or
encumbrances  the net proceeds received on or before the Closing Date from the
sales  of  Lots  226, 338 and 364 located in the Country Walk Subdivision (the
"Country  Walk  Proceeds")  to Crossmann.  Notwithstanding any other provision
contained  herein,  Seller  will  indemnify  the  Purchaser  for any amount of
Country  Walk  Proceeds  assigned  to  the Purchaser pursuant to this Section
8.06  which  may  not  be  deposited  or  cashed  by  the  Purchaser  due  to
insufficient  funds.

                              VIII     abARTICLE

                                MISCELLANEOUS

8.01        ab     Section.  Counterparts.  This Agreement may be executed
simultaneously  in  two or more counterparts, each of which shall be deemed an
original,  but  all  of  which  together  shall  constitute  one  and the same
instrument.

8.02        ab     Section.  Expenses.  The Purchaser and the Seller shall
each  bear  their  own  legal,  accounting,  and  out-of-pocket  expenses  in
connection  with  this  Agreement  and the negotiation and consummation of the
transactions  contemplated  herein,  provided, however, that the Purchaser
and  the  Seller  hereby  agree  that  each  of  them shall be responsible for
one-half  of  (i)  the  cost  of  obtaining  the  title insurance described in
Section  6.05  herein and (ii) any real estate transfer tax that is incurred
by either of them as a result of the transfer of the Acquired Assets described
herein.

8.03        ab     Section.  Public Announcements.  Before the Closing the
Purchaser, the Seller, and their respective representatives shall not make any
public  release  of  information  regarding  the  matters contemplated herein,
except  (i) that a press release mutually agreed upon by the Purchaser and the
Seller  shall  be  jointly  issued  by the Purchaser and the Seller as soon as
practicable after the execution of this Agreement; (ii) that the Purchaser and
the  Seller  may continue communications with employees, customers, suppliers,
franchises, lenders, lessors, shareholders, and other groups as may be legally
required  or appropriate and which is not inconsistent with the best interests
of  any  party  or  the  prompt  consummation of the transactions contemplated
herein;  and  (iii)  as  required  by  law.

8.04       ab     Section.  Risk of Loss.  Until the Closing, the risks of
ownership  and  loss of the Acquired Assets shall be borne by the Seller.  If,
prior  to  the  Closing, all or any part of the Acquired Assets are damaged by
fire  or  by any other cause whatsoever, or are taken, in whole or in part, by
condemnation  or  other  exercise of eminent domain, the Seller shall promptly
give  the  Purchaser written notice of such damage or taking.  In the event of
any  such damage or taking, the Purchaser shall have the option to require the
Seller  either  to:

(a)     ab     convey the Acquired Assets on the Closing Date to the Purchaser
in  a  damaged  condition  and  to assign to the Purchaser all of the Seller's
right,  title  and interest in and to (i) any claims Seller may have under any
insurance  policies  covering  the  Acquired  Assets  (with  a  credit for any
deductible  amount),  (ii)  the  proceeds  of  any self-insurance (as a credit
against  the  Purchase  Price)  or  (iii)  any  condemnation  proceeds;  or

(b)          ab          terminate  this  Agreement.

8.05      ab     Section.  Index and Captions.  The index and the captions
of  the  Sections  and  Articles  of  this Agreement are solely for convenient
reference  and  shall not be deemed to affect the meaning or interpretation of
any  paragraph  hereof.

8.06         ab     Section.  Notices.  All notices, requests, demands and
other communications hereunder shall be in writing and shall be deemed to have
been  duly  given and received (a) upon delivery, if personally delivered; (b)
on  the  fifth day after being deposited with the U.S. Postal Service, if sent
by certified or registered mail, return receipt requested; (c) on the next day
after  being deposited with a reliable overnight delivery service; or (d) upon
receipt of an answer back, if transmitted by facsimile, postage prepaid in all
cases  other  than  facsimile,  addressed  to the other party at the following
addresses,  or  facsimile  numbers  in  the  case  of  a  facsimile:

If  the  Purchaser,  to:

Crossmann  Communities,  Inc.
9202  North  Meridian  Street,  Suite  300
Indianapolis,  Indiana    46268
Attention:  John  B.  Scheumann

Tel.  No.:    (317)  843-9514
Facsimile  No.:    (317)  571-2210

With  a  copy  to:

Steven  K.  Humke
ICE  MILLER  DONADIO  &  RYAN
One  American  Square
Box  82001
Indianapolis,  Indiana    46282-0002

Tel.  No.:    (317)  236-2394
Facsimile  No.:    (317)  236-5817

If  to  the  Seller  to:

Rusty  Hyneman
W.V.  Richerson,  Jr.
     Paragon  Properties,  LLC
     1364  Cordova  Cove
     Germantown,  Tennessee    38138-0628

     Tel.  No.:  (901)756-4064
     Facsimile  No.:  (901)757-1860

With  a  copy  to:

     Robert  Mark  Field
     THE  BOGATIN  LAW  FIRM
     Suite  300
     1661  International  Place  Drive
     Memphis,  Tennessee    38120

     Tel.  No.:    (901)  767-1234
     Facsimile  No.:    (901)  767-2803

     Any  party  may change its address for the purpose of this Section 9.06
by  giving the other party written notice of its new address in the manner set
forth  above.

8.07          ab       Section.  Entire Agreement.  This Agreement and the
agreements expressly contemplated hereby, including the Exhibits and Schedules
referred  to herein which form a part of this Agreement and a side letter that
the  parties  may  enter into, contain the entire understanding of the parties
hereto  with  respect  to the subject matter hereof and thereof.  There are no
representations,  promises,  warranties, covenants, or undertakings other than
those  expressly  set  forth  or  provided  for  in  this  Agreement or in the
agreements  expressly  contemplated hereby.  This Agreement and the agreements
expressly  contemplated  hereby  supersede  all  prior  agreements  and
understandings  between  the  parties  with  respect  to  the  transactions
contemplated by this Agreement.  No provision of this Agreement may be amended
or  waived  except  in writing, and no such amendment shall extend to anything
other  than  the  specific  subject  matter  thereof.

8.08          ab      Section.  Waiver of Compliance.  The party for whose
benefit a warranty, representation, covenant, or condition is intended may, in
writing,  waive  any  inaccuracies  in  the  warranties  and  representations
contained  in  this Agreement or waive compliance with any of the covenants or
conditions contained herein and so waive performance of any of the obligations
of the other party hereto, and any defaults hereunder; provided, however, that
such  waiver  must  be  in writing, and shall not affect or impair the waiving
party's  rights  with respect to any other warranty, representation, covenant,
or any default hereunder, nor shall any waiver constitute a continuing waiver.

8.09     ab     Section.  Validity of Provisions.  Should any part of this
Agreement  be  declared  by any court of competent jurisdiction to be invalid,
such  decision shall not affect the validity of the remaining portions of this
Agreement,  which shall continue in full force and effect as if this Agreement
had  been  executed  with the invalid portion thereof eliminated therefrom, it
being  the  intent  of the parties that they would have executed the remaining
portions  of  this  Agreement without including any such part or portion which
may  be  declared  invalid.

8.10     ab     Section.  Schedules and Exhibits.  Each and every Schedule
and  Exhibit to this Agreement, and each and every document to be delivered in
the  future  pursuant  to  this  Agreement  is  hereby  incorporated into this
Agreement  and  made  an  integral  part  hereof.

8.11          ab     Section.  No Intention to Benefit Third Parties.  The
provisions  of  this Agreement are not intended to, and shall not, benefit any
Person other than the parties to this Agreement, the provisions hereof are not
intended  to,  and  shall  not create any third party beneficiary right in any
Person.

8.12     ab     Section.  Successors and Assigns.  This Agreement shall be
binding  on,  and  shall  inure  to  the  benefit  of,  the  parties and their
respective  successors and permitted assigns; provided, however, that no party
may  assign  any  rights or obligations under this Agreement without the prior
written  consent  of  the  other  parties  hereto.

8.13          ab        Section.  Governing Law.  The laws of the State of
Tennessee  shall  govern  all  aspects  of  this Agreement notwithstanding any
choice  of  law  provisions  to  the  contrary.

                               IX     abARTICLE

                                 DEFINITIONS

     As  used  in  this  Agreement,  the  following  terms  have  the meanings
indicated  below:

     "Accounts Receivable" means all accounts receivable and notes receivable,
pre-paid expenses, rights to refunds, and deposits with respect to the Seller.

     "Acquired  Assets"  means  the  rights,  title  and  interest to the name
"Paragon Properties"together with the goodwill of the business associated with
such  name, and any other assets listed on Schedule 1.01(a), with respect to
the  business  of  the  Seller.  The term Acquired Asset shall not include any
asset  which  is  an  Excluded  Asset.

     "Affiliate"  means  any Person that directly or indirectly controls or is
under  common  control  with  the  Purchaser  or  the Seller.  As used in this
definition, "control" (including, its correlative meanings "controlled by" and
"under  common  control  with")  means  possession, directly or indirectly, of
power  to  direct  or  cause  the direction of management or policies (whether
through ownership of securities or partnership or other ownership interest, by
contract  or  otherwise).

     "Arbitration  Notice"  means  a notice for arbitration as provided for in
Section  4.04.

     "Assigned  Contracts"  shall  include,  but  not be limited to, all sales
contracts,  listed  on Schedule 10.01 or other agreements for the conveyance
of  residential property, any appraisals relating to the Real Property and any
unexpired  warranties  and  guaranties  of  any  subcontractors  or  suppliers
regarding  their  performance, quality of workmanship, or quality of materials
supplied in connection with the construction of residential homes or any other
contracts  or  agreements  necessary  to  conduct  the business of the Seller.

     "Assignment and Assumption Agreement with Consent" shall have the meaning
set  forth  in  Section  6.10.

     "Assumed Liabilities" means all of the liabilities and obligations of the
Seller  which  are  related  to  the  Acquired  Assets and which are listed on
Schedule  1.03.

     "Bonus  Payments"  means  the cash payments payable to Seller as provided
for  in  the  Executive  Employment  Agreement.

     "Brokerage  Services  Agreement"  shall  have  the  meaning  set forth in
Section  6.12.

     "Business  Day" means any day other than Saturday, Sunday, and any day on
which  commercial  banks  in  Indiana  are  authorized  by  law  to be closed.

     "Claimant"  shall  have  the  meaning  set  forth  in  Section  4.03.

     "Closing"  means  the  closing  of  the transactions contemplated by this
Agreement  as  provided  for  in  Section  8.01.

     "Closing  Date  Payment"  shall  have  the  meaning set forth in Section
1.04(a).

     "Company"  means  Crossmann  Communities  of  Tennessee,  LLC, an Indiana
limited  liability  company.

     "Contracts"  shall  have  the  meaning  set  forth  in  Section  2.17.

     "Country Walk Agreements" means (i) the Real Estate Sales Contract by and
between  Paragon  and Country Walk Partners, dated April 16, 1998, pursuant to
which  Paragon  agreed  to  purchase  and Country Walk Partners agreed to sell
certain  parcels  of  real  estate  located  in  Phase  VI of the Country Walk
Subdivision;  and  (ii)  the Real Estate Sales Contract by and between Paragon
and  Country  Walk Partners, dated February 11, 1997 pursuant to which Paragon
agreed to purchase and Country Walk Partners agreed to sell certain parcels of
real  estate  located  in  Phases  IV  and  V of the Country Walk Subdivision.

     "Country  Walk  Proceeds"  shall  have  the meaning set forth in Section
8.06.

     "Country  Walk  Subdivision" means the residential subdivision located in
Shelby  County,  Tennessee  and  commonly  referred  to  as  the  Country Walk
subdivision.

     "Crossmann"  means  Crossmann  Communities, Inc., an Indiana corporation.

     "Disagreement Notice" shall have the meaning set forth in Section 4.04.

     "Earn-Out  Payments"  shall  have  the  meaning  set  forth  in  Section
1.04(c).

     "Election  Notice"  shall  have  the meaning set forth in Section 4.05.

     "Employee  Welfare  Benefit  Plan"  shall  have  the meaning set forth in
Section  2.22.

     "Employment Agreement" means that certain Executive Employment Agreement,
dated  May  5,  1998,  between the Purchaser and Richerson, as provided for in
Section  6.09.

     "Environmental  Claims"  means  all  accusations,  allegations,
investigations,  warnings,  notice  letters,  notices  of  violations,  liens,
orders,  claims, demands, suits, or administrative or judicial actions for any
injunctive  relief,  fines,  penalties,  or  any  damage,  including  without
limitation  personal  injury,  property  damage (including any depreciation of
property  values),  lost  use  of  property,  natural  resource  damages,  or
environmental  response costs arising out of Environmental Conditions or under
Environmental  Requirements.

     "Environmental  Conditions" means the state of the environment, including
natural  resources (e.g., flora and fauna), soil, surface water, ground water,
any  present or potential drinking water supply, subsurface strata, or ambient
air,  relating  to  or  arising  out of the use, handling, storage, treatment,
recycling,  generation,  transportation,  spilling, leaking, pumping, pouring,
injecting,  emptying,  discharging,  emitting,  escaping,  leaching,  dumping,
disposal,  release,  or  threatened release of Hazardous Materials, whether or
not  discovered  which  could  or  does  result in Environmental Claims.  With
respect  to  Environmental  Claims  by third parties, Environmental Conditions
also  include the exposure of persons to Hazardous Materials at the work place
or  the  exposure  of  persons or property to Hazardous materials migrating or
otherwise  emanating  from, to, or located at, under, or on the Real Property.

     "Environmental  Expenses"  means  any  liability  (including  strict
liability),  loss,  cost,  penalty,  fine,  punitive  damage,  encumbrance, or
expense  relating  to  any Environmental Claim or Environmental Conditions, or
incurred  in compliance with any Environmental Requirements, including without
limitation  the  costs  of  investigation,  cleanup,  remedial,  monitoring,
corrective,  or  other  responsive action, compliance costs, settlement costs,
lost  property  value,  and  related  legal  and consulting fees and expenses.

     "Environmental  Obligation"  shall have the meaning set forth in Section
4.08.

     "Environmental  Requirements"  means  all present and future laws, rules,
regulations,  ordinances,  codes,  policies,  guidance  documents,  approvals,
plans,  authorizations,  licenses,  permits issued by all government agencies,
departments,  commissions, boards, bureaus, or instrumentalities of the United
States,  all  states and political subdivisions thereof, and any foreign body,
and  all  judicial,  administrative,  and  regulatory  decrees, judgments, and
orders  relating  to human health, pollution, or protection of the environment
(including  ambient air, surface water, ground water, land surface, or surface
strata),  including  (i)  laws relating to emissions, discharges, releases, or
threatened  releases  of  Hazardous  Materials,  and (ii) laws relating to the
identification,  generation,  manufacture,  processing,  distribution,  use,
treatment,  storage,  disposal,  recovery,  transport,  or  other  handling of
Hazardous  Materials.    Environmental  Requirements  shall  include,  without
limitation,  the  Comprehensive  Environmental  Response,  Compensation  and
Liability  Act  of 1980, as amended ("CERCLA"), the Superfund's Amendments and
Reauthorization  Act  ("SARA"),  the Toxic Substances Control Act, as amended,
the  Hazardous  Materials  Transportation  Act,  as  amended,  the  Resource
Conservation  and  Recovery  Act, as amended ("RCRA"), the Clean Water Act, as
amended,  the  Safe  Drinking  Water  Act,  as  amended, the Clean Air Act, as
amended,  the  Atomic  Energy Act of 1954, as amended, the Occupational Safety
and  Health  Act,  as  amended,  and  all  other analogous laws or regulations
promulgated  or  issued  by any federal, state, foreign, or other governmental
authority  or  body.

     "ERISA"  means  the  Employee  Retirement Income Security Act of 1974, as
amended.

     "Excluded Assets" means (i) all parcels of real property, work in process
and  other  assets  relating  to that certain residential subdivision commonly
referred to as the Dalton Downs subdivision; (ii) any parcels of real property
owned  by  the Seller which are located in the state of Florida; and (iii) all
prepaid  expenses,  deposits,  revenues, contracts, Accounts Receivable, Files
and  Records,  Leased  Personal  Property,  suppliers,  Licenses, Permits, and
Personal  Property  relating  solely  to the assets described in parts (i) and
(ii)  of  this  definition.

     "Files  and Records" means all files and records of the Seller whether in
hard copy or magnetic or other format including customer and supplier records,
equipments maintenance records, equipment warranty information, specifications
and  drawings,  sales  and  advertising  material,  computer software, and the
records  relating  to  the employees to be employed by the Purchaser following
the  Closing.

     "Financial  Statements  of  the  Seller"  means  the  annual  financial
statements  and  the  internally  prepared  interim  balance sheets and income
statements  of  Seller,  as  provided  in  Section  2.05.

     "GAAP"  means  generally  accepted  accounting  principles.

     "Hazardous  Materials" means (i) any substance that is or becomes defined
as  a  "hazardous  substance,"  "hazardous  waste,"  "hazardous  materials,"
pollutant, or contaminant under any Environmental Requirements, including, but
not  limited  to,  CERCLA, SARA, RCRA, and any other analogous federal, state,
local,  or  foreign  law; (ii) petroleum (including crude oil and any fraction
thereof); and (iii) any natural or synthetic gas (whether in liquid or gaseous
state).

     "Homeowner's  Associations"  shall have the meaning set forth in Section
2.15.

     "Hyneman"  means  Rusty  Hyneman.

     "Indemnification  Notice"  shall  have  the meaning set forth in Section
4.03.

     "Indemnifying  Party" shall have the meaning set forth in Section 4.03.

     "Indemnity  Loss"  shall  have  the  meaning set forth in Section 4.01.

     "Intellectual  Property"  shall  have  the  meaning set forth in Section
2.20.

     "Judgment"  means  an  order  by  a court of law requiring the payment of
money.

     "Land  Contract  Property"  shall  have the meaning set forth in Section
2.13.

     "Leased  Personal  Property" shall have the meaning set forth in Section
2.09.

     "Leased  Real  Property"  shall  have  the  meaning set forth in Section
2.12.

     "Licenses"  shall  have  the  meaning  set  forth  in  Section  2.19.

     "Lien"  means  any mortgage, pledge, security interest, encumbrance, lien
(statutory  or  other), option, easement, right-of-way, charge, or conditional
sale  agreement.

     "Litigation  Notice"  shall have the meaning set forth in Section 4.03.

     "Lot"  or  "Lots"  shall  have  the  meaning set forth in Section 2.10.

     "Lot  Purchase  Agreements"  shall have the meaning set forth in Section
6.07.

     "Net  Assets" means the excess, if any, of the book value of the Acquired
Assets  over  the  Assumed  Liabilities.

     "Noncompete  Agreement"  shall  have  the  meaning  set forth in Section
6.08.

     "Note"  means  the  promissory  note delivered at Closing by Purchaser to
Seller  as  set  forth  in  Section  1.04(b).

     "Option  Real  Property"  shall  have  the  meaning set forth in Section
2.13.

     "Owned  Property" means any Real Property that was or is owned, leased or
otherwise under the control of the Seller at any time before the Closing Date.

     "Paragon"  shall  have  the  meaning  set  forth  in the preamble to this
Agreement.

     "Paragon  Net  Income"  means  the  net  operating  income of the Company
attributable  to  the  Paragon  Operations,  as  adjusted  in  accordance with
Section  1.06.

     "Paragon  Operations"  means  (a)  the  sale by the Purchaser of Acquired
Assets in the ordinary course of business, and (b) the development and sale by
the  Purchaser  of  Lots and any improvements thereon located in those certain
residential  developments  and/or  subdivisions  commonly  referred  to as the
Rogers  Farm  development,  the  Dalton Downs subdivision and the Country Walk
Subdivision.

     "Partnerships"  means  the  Seller's  partnership  interest  in  all
partnerships including but not limited to those specified on Schedule 10.02.

     "Permits"  shall  have  the  meaning  set  forth  in  Section  2.19.

     "Person"  means  any individual, corporation, partnership, joint venture,
association,  limited  liability  company,  joint-stock  company,  trust,  or
unincorporated  organization, or any governmental agency, officer, department,
commission,  board,  bureau,  or  instrumentality  thereof.

     "Personal  Property"  shall have the meaning set forth in Section 2.08.

     "Phase  I"  shall  have  the  meaning  set  forth  in  Section  4.08.
     "Purchase  Price"  means  the  aggregate  consideration to be paid by the
Purchaser  to  the  Seller  for  the  Acquired Assets as set forth in Section
1.04.

     "Purchaser"  shall  have  the  meaning  set forth in the preamble to this
Agreement.

     "Real  Property"  means  all Developed Real Property (defined in Section
2.10),  Undeveloped  Real  Property  (Defined in Section 2.11), Leased Real
Property  (defined  in  Section  2.12),  Land  Contract Property (defined in
Section  2.13(a)),  the  Country  Walk  Subdivision and Option Real Property
(defined  in  Section  2.13(a))  collectively.

     "Real Property Lease" shall have the meaning set forth in Section 2.12.

     "Reduced  Amount"  shall have the meaning set forth in Section 1.04(b).

     "Returns"  shall  have  the  meaning  set  forth  in  Section  2.06.

     "Richerson"  means  W.V.  Richerson,  Jr.

     "Seller"  shall  have  the  meaning  set  forth  in  the preamble to this
Agreement.

     "Substantially  Complete"  shall  have  the meaning set forth in Section
2.10.

     "Taxes"  shall  have  the  meaning  set  forth  in  Section  2.06.

     "Title  Company"  shall  have  the  meaning  set forth in Section 6.05.

     "Undeveloped  Real Property" shall have the meaning set forth in Section
2.11.

     "Warranty  Liability"  means  any and all costs incurred as a result of a
warranty  claim  on  a residential home which was constructed by Seller.  Such
costs  shall  include,  but  not be limited to, costs to repair, replace, fix,
clean,  remove,  or  correct  any  alleged  defect  in a property upon which a
warranty claim is made and any and all costs to investigate and defend against
a  warranty  claim.

                   [REMAINDER OF PAGE INTENTIONALLY BLANK]



<PAGE>
     IN  WITNESS  WHEREOF,  the  parties hereto have executed, or caused to be
executed  by  their  duly authorized representatives, this Agreement as of the
date  first  above  written.

     "CROSSMANN"
     CROSSMANN  COMMUNITIES,  INC.


     By:          /s/  John  B.  Scheumann
          John  B.  Scheumann,  Chief  Executive  Officer

     "COMPANY"
     CROSSMANN  COMMUNITIES
     OF  TENNESSEE,  LLC

     By:          Crossmann  Communities,  Inc.,  Member


     By:          /s/  John  B.  Scheumann
          John  B.  Scheumann,  Chief  Executive  Officer

     "SELLER"
     Paragon  Properties,  LLC


     By:          /s/  Rusty  Hyneman
          Rusty  Hyneman,  Member


     By:          /s/  W.V.  Richerson,  Jr.
          W.V.  Richerson,  Jr.,  Member

     "HYNEMAN"

           /s/  Rusty  Hyneman

          Rusty  Hyneman

     "RICHERSON"

            /s/  W.V.  Richerson,  Jr.

          W.V.  Richerson,  Jr.


EXHIBIT  10.48
                       EXECUTIVE EMPLOYMENT AGREEMENT


     This  Executive  Employment  Agreement  ("Agreement") is made and entered
into  this  5th  day  of  May,  1998,  by  and  among Crossmann Communities of
Tennessee,  LLC  (the  "Company"), a Tennessee limited liability company, with
its  principal  place  of  business  at  2753  Mendenhall,  Suite 30, Memphis,
Tennessee,  38115,  Crossmann  Communities,  Inc.  ("Crossmann"),  an  Indiana
corporation  and the holder, directly and indirectly, of 100% of the ownership
interest  in  the  Company,  and  W.V.  Richerson,  Jr.  (the  "Executive").

                           PRELIMINARY STATEMENTS

     The  Company  and  Crossmann  (collectively  referred  to  herein  as the
"Employers")  have determined that it is in their best interests to employ the
Executive  as  Division  Manager  of the Company, and the Executive desires to
accept such position and to devote his loyalty to the Employers upon the terms
and  conditions  set  forth  in  this  Agreement.

                            TERMS AND CONDITIONS

     In  consideration  of the mutual promises and covenants contained in this
Agreement,  and  intending  to  be  legally bound, the parties hereto agree as
follows:

                               I.     abARTICLE

                            Employment and Duties

1.1          ab       Section.  General.   The Employers hereby employ the
Executive,  and  the  Executive  hereby  agrees  to serve the Employers in the
capacities of Division Manager of the Company and to perform the executive and
management  duties that the Board of Directors of the Company and/or the Board
of  Directors  of Crossmann (collectively and individually the "Boards") shall
reasonably  assign  to  the  Executive  from  time  to  time.

1.2        ab     Section.  Employment Duties.   Throughout the Employment
Term,  as  defined in Section 2, the Executive shall: (i) devote his working
hours,  on  a  full-time  basis,  to  his  duties  under  this Agreement; (ii)
faithfully  and loyally serve the Employers; (iii) comply in all respects with
the  lawful  and  reasonable  directions  and instructions given to him by the
Boards;  and  (iv)  use his best efforts to promote and serve the interests of
the  Employers.    In  the  event the directions and instructions given to the
Executive  by  the  Boards  conflict  in  any  manner,  the  directions  and
instructions  given  by  the  Board  of Directors of Crossmann shall be deemed
controlling;  full  compliance with the express directions and instructions of
the  Board of Directors of Crossmann shall be deemed a defense to any claim of
failure  to  comply  with  the  directions  and  instructions  of the Board of
Directors  of  the  Company.

1.3     ab     Section.  Exclusive Employment.   Throughout the Employment
Term,  as defined in Section 2, the Executive shall not render his services,
directly  or indirectly, for compensation, to any other person or organization
without the prior written consent of the Employers and shall not engage in any
activity  which would significantly interfere with the faithful performance of
his duties under this Agreement.  In addition, the Executive may perform minor
services  for  which  he  does  not  receive  compensation,  provided that the
activity  does  not  contravene  or  conflict with any other provision of this
Agreement.    The  Executive also may participate as an investor in other real
estate  projects,  provided, however, that (i) such participation does not
require  a  material  amount  of  the  Executive's  time and/or attention on a
regular  basis  during  his  Employment  Term  (as  defined  below), (ii) such
participation  does  not  materially  interfere  with  the  performance by the
Executive  of  his  obligations  under  this  Agreement  or  his duties to the
Employer, (iii) such real estate project does not compete with the business or
activities  of  the  Crossmann  Group  (as  defined  below),  and  (iv)  such
participation  does  not  involve  active  participation  in  any  material
operational  aspect  of  the  real estate project in which the Executive is an
investor;  and,  provided further, that if the conditions of this sentence
are  satisfied, the status of the Executive as a member of a member managed or
board  managed  limited  liability  company will not violate the terms of this
Agreement.

                              II.     abARTICLE

   Employment TermThe Executive's employment hereunder shall commence on the
  Closing Date as that term is defined in an Asset Purchase Agreement by and
  among the Employers, the Executive, Paragon Properties, LLC, ("Paragon" or
   "Seller") and Rusty Hyneman, Jr., dated May 5, 1998 (the "Asset Purchase
  Agreement") and shall continue until April 30, 2000; provided, however,
 that commencing on May 1, 2000, and on the first day of each year thereafter,
  the term of this Agreement shall automatically be extended for one (l) year
   thereafter unless the Employers or the Executive shall have given written
  notice to the other, at least three (3) months prior thereto, that the term
    shall not be extended.  Notwithstanding the foregoing, the Executive's
    employment hereunder shall be subject to resignation or termination in
    accordance with the provisions of Section 4 hereof.  As used in this
    Agreement, the term "Expiration Date" shall mean April 30, 2000, or, if
    applicable, the May 1st thereafter on which the Executive's employment
   hereunder shall automatically expire and terminate in accordance with the
 provisions of this Section 2, and the term "Employment Term" shall mean the
     period beginning on the date hereof and ending on the earlier of the
 Expiration Date, the Termination Date, the Resignation Date, (both as defined
 in Section 4 hereof), or other date the Executive ceases to be employed by
             the Employers in accordance with Section 4 hereof.

                              III.     abARTICLE

 Compensation and Other BenefitsThe Company or Crossmann, as applicable, shall
pay and provide the following compensation and other benefits to the Executive
            for the services rendered by him under this Agreement:

3.1        ab     Section.  Annual Base Salary.   The Company shall pay to
the Executive, in accordance with the then prevailing payroll practices of the
Company,  an  annual  salary  of not less than  Seventy-Five Thousand  Dollars
($75,000.00)  (the  "Annual  Base  Salary"),  subject to required withholdings
under  Federal, state, and local laws.  The Company's obligations with respect
to  payment  of  the  Annual  Base  Salary  shall  not  be effective until the
Employment  Term  has  commenced.    Beginning  on January l, 1999 and on each
January  1  thereafter during the Employment Term (or within a reasonable time
thereafter  not  to  exceed  thirty  (30) days) the Employers shall review the
annual  salary  payable  to  the  Executive hereunder and shall, in their sole
discretion,  determine  whether or not an adjustment in the Annual Base Salary
then  payable  hereunder  is  appropriate.

3.2          ab        Section.  Executive Benefits.   Except as otherwise
specifically  provided  in  this Agreement, the Executive shall be eligible to
participate,  in accordance with their respective terms and conditions, in all
benefit  plans presently available or which may subsequently be made available
to  executives of the Employers, including Crossmann's health care, basic life
insurance, supplemental life insurance coverage, disability coverage, business
travel  accident  insurance  and  any  pension or retirement plan of any kind.

3.3     ab     Section.  Vacation Leave.   The Executive shall be entitled
to that number of days of vacation leave per year that is generally applicable
to  all  executive  personnel  of  Crossmann.   The Executive shall accrue and
receive  full  compensation  and  benefits during his vacation leave periods. 
Unused  vacation  leave  time  shall  not  carry  over  from  one  year of the
Employment  Term  to the next and unused vacation leave time shall not entitle
the  Executive  to  any  additional  compensation.

3.4        ab     Section.  Stock Option Plan.   The Board of Directors of
the Employers may permit the Executive to participate in stock option plans of
Crossmann  at  a  level  consistent  with  other  employees  of the Company or
Crossmann  having  similar  responsibilities  as  the  Executive.

                              IV.     abARTICLE

                          Termination of Employment

4.1          ab          Section.    Termination  for  Cause.

(a)     ab     The Employers may terminate the Executive's employment with the
Employers  pursuant  to  this  Agreement  for  Cause,  as  defined  herein, by
providing  written  notice  to  the  Executive at least twenty-four (24) hours
prior  to  the  Termination  Date,  as  defined  in  subsection  (iii)  below.

(b)      ab     A termination for "Cause" means a termination by reason of the
good faith determination by one of the Boards that the Executive (a) willfully
and  continually  failed  to  substantially  perform  his  duties  under  this
Agreement,  (b)  willfully  engaged  in  conduct which constituted a breach of
Section  5  of  this  Agreement,  (c) engaged in conduct which constituted a
crime  of moral turpitude, (d) perpetrated a fraud or embezzlement against the
Company,  Crossmann any affiliate or subsidiary of the Company or Crossmann or
any  entity in which the Company, Crossmann, or any affiliate or subsidiary of
the  Company or Crossmann owns at least a 20% ownership interest (collectively
the  "Crossmann  Group"),  or  (e)  has  willfully engaged in conduct which is
materially  injurious  to  the  Crossmann  Group,  monetarily  or  otherwise.

(c)       ab     In the case of a termination for Cause, the term "Termination
Date"  as used in this subsection (a) shall mean the actual date the Executive
terminates employment with the Employers as a result of action taken by one of
the Boards, and not as a result of the Executive's resignation, as provided in
Section  4(b).

(d)         ab     If prior to the Expiration Date the Employers terminate the
Executive's  employment  for  Cause,  the  Executive shall only be entitled to
payment  of  that  portion of the Annual Base Salary under Section 3(a) that
the Executive earned through and including the Termination Date at the rate of
the  Annual  Base  Salary  in  effect  at  that  time.

4.2      ab     Section.  Resignation.   The Executive may resign from his
employment  with  the  Employers  pursuant  to  this  Agreement at any time by
providing written notice to the Boards of his resignation at least thirty (30)
days  prior  to  the  effective  date  of  the  resignation  (the "Resignation
Notice");  provided,  however,  that  in  the  event that the Executive is
terminated  for Cause, submits his Resignation Notice or otherwise voluntarily
ceases his employment prior to the Expiration Date, the Employer shall have no
obligation  to make any Earn-Out Payment (as that term is defined in the Asset
Purchase  Agreement)  otherwise  payable  to  Paragon  after  the  date of the
Resignation  Notice,  as  provided  under  the  Asset Purchase Agreement.  The
effective  date  of the Executive's resignation shall be that specified in the
Resignation  Notice,  or  the  actual date the Executive terminates employment
with  the  Employers  as the result of a resignation, whichever occurs earlier
(the  "Resignation  Date").    If  prior to the Expiration Date, the Executive
resigns  his  employment,  the  Executive shall only be entitled to payment of
that portion of the Annual Base Salary under Section 3(a) that the Executive
earned  through  and including the Resignation Date, at the rate of the Annual
Base  Salary  in  effect  at  that  time.

4.3       ab     Section.  Termination Without Cause.   The Employers may,
in  their  sole  discretion,  terminate  the  Executive's  employment with the
Employers  pursuant  to this Agreement at any time without Cause, by providing
written  notice  to the Executive at least twenty-four (24) hours prior to the
Termination  Date,  as  defined  in  this  subsection  (c).   If the Employers
terminate  the  Executive's  employment  without  Cause,  the Company shall be
obligated  to  continue  to pay to him the Annual Base Salary for one year and
two weeks after the Termination Date.  Such payments shall be made as and when
the  same  would  have  been due and payable if the Executive's employment had
continued  through  such date, subject to the provisions of Sections 4(d) and
4(e).   The term "Termination Date" as used in this subsection (c) shall mean
the  actual  date  the Executive terminates employment with the Employers as a
result  of  action  taken  by one of the Employers, and not as a result of the
Executive's  resignation as provided in Section 4(b).  Except as provided in
this  subsection  (c),  the  Executive  shall  not  be eligible to receive any
compensation  or  benefits  under  this  Agreement  with respect to any future
periods  beginning  on  or  after  the  Termination  Date.

4.4          ab      Section.  Death.   If the Executive dies prior to the
Expiration  Date,  the  Executive's estate or personal representative shall be
entitled  to  receive  that  portion of the Annual Base Salary, at the rate in
effect  at the Executive's death, and any other compensation or benefits, that
the Executive earned through and including the date of the Executive's death. 
If  the  Executive is entitled to receive payments from the Employers pursuant
to Section 4(c) at the time of his death, the Executive's estate or personal
representative  shall  be  entitled to receive that portion of the Annual Base
Salary,  at  the  rate  in  effect  at  the  Executive's  death, and any other
compensation  or  benefits,  that  the  Executive  would have been entitled to
receive under Section 4(c) through and including the date of the Executive's
death.    The  Executive's  estate  or  personal  representative  shall not be
entitled  to  receive  any  portion  of  the  Annual  Base Salary or any other
compensation  or  benefits  under  this Agreement, with respect to any periods
ending on or after the date of the Executive's death, which was not payable in
accordance  with  the  provisions  thereof  prior  to  the  date  of  death.

4.5        ab     Section.  Disability.   If prior to the Expiration Date,
the Executive becomes Permanently Disabled, as defined in this subsection (e),
the Employers may terminate the Executive's employment with the Employers as a
result  of  the  Permanent  Disability  by  providing  written  notice  to the
Executive  at  least  twenty-four (24) hours prior to the Termination Date, as
defined  in  this  subsection  (e).    If  prior  to  the Expiration Date, the
Executive  becomes  Permanently  Disabled,  the  Executive may resign from his
employment  with the Employers pursuant to this Agreement by providing written
notice  to  the  Employers  of his resignation at least twenty-four (24) hours
prior  to  the  Resignation  Date,  as defined in this subsection (e).  If the
Employers  terminate  the  Executive's  employment  as a result of a Permanent
Disability  or  the  Executive resigns from employment with the Employers as a
result  of  a Permanent Disability, the Executive shall be entitled to receive
that portion of the Annual Base Salary under Section 3(a) that the Executive
earned  through  and  including  the  Termination Date or Resignation Date, as
applicable,  at the rate in effect on such date.  If the Executive is entitled
to  receive payments from the Employers pursuant to Section 4(c) at the time
he  becomes  Permanently  Disabled, the Executive shall be entitled to receive
the  payments  that  the  Executive  would have been entitled to receive under
Section 4(c).  The Executive shall not be entitled to receive any portion of
the  Annual  Base  Salary  or  any  other  compensation or benefits under this
Agreement  with  respect to any future periods beginning on or after the later
of  the  Resignation Date, Termination Date, or the date the Executive becomes
Permanently  Disabled.    The Executive shall be deemed "Permanently Disabled"
when,  and only when, he is deemed permanently disabled in accordance with the
disability  insurance  policy  of  the  Employers in effect at the time of the
illness  or  injury  causing  the  disability,  or, in the event no disability
policy  is  then  in  effect,  in accordance with the disability policy of the
Employers last in effect.  The definition of Permanently Disabled for purposes
of this Agreement shall comply with all provisions of applicable law. The term
"Termination  Date"  as used in this subsection (e) shall mean the actual date
the Executive terminates employment with the Employers.  The term "Resignation
Date"  as used in this subsection (e) shall mean the actual date the Executive
terminates  employment  with  the  Employers  as  the result of a resignation.

                               V.     abARTICLE

                         Non-competition and Secrecy

5.1        ab     Section.  Noncompetition.   Executive agrees that during
the  Employment  Term  and for a three-year period thereafter (the "Restricted
Period"),  he  will not directly or indirectly engage in any business which is
substantially  similar  or  in  competition with the business of the Crossmann
Group,  as that may change from time to time; provided, however, that this
Section  5(a)  shall  no  longer  apply in the event of a termination of the
Executive's  employment  by  the Employer without Cause.  For purposes of this
Section  5(a),  the  Executive  will  be  deemed to be directly engaged in a
business which is substantially similar to or in competition with the business
of  the Employers if he serves such business as a director, officer, employee,
consultant,  partner  or  individual  proprietor,  or an investor who has made
loans,  advances  or  investments in material amount. The prohibitions of this
Section  5(a)  shall  not be deemed to prevent the Executive from (i) making
investments  in or advancing funds to corporations any of whose securities are
listed  on  a  National  Securities Exchange or registered pursuant to Section
12(g)  of  the  Securities Exchange Act of 1934, as amended, and if the equity
interest  obtained by such investment is not more than 5% of the capital stock
of  such  concern,  or  (ii)  engaging  in  investment activities described in
Section  1(c)  above.

     The  restrictions  contained  in  this  Section  5(a),  to  the  extent
applicable  following  termination  of  the  Executive's  employment  with the
Employers,  shall  only apply within metropolitan areas in which the Crossmann
Group conducts business during the term of the Executive's employment with the
Employers  (the "Restricted Area").  Executive and Employer each stipulate and
agree  that  the terms and covenants contained in this Section 5(a) are fair
and  reasonable  in  all  respects, including the time period and geographical
coverage,  and  that  these  restrictions  are  designed  for  the  reasonable
protection  of  Employer's  business.    If  a court of competent jurisdiction
determines that any of the foregoing restrictions are unreasonable in terms of
geographic  scope  or  otherwise then the court is hereby authorized to reduce
the  scope of said restriction and enforce this Section 5(a) as so reduced. 
If any sentence, word, or provision of this Section 5(a) shall be determined
to  be  unenforceable,  the  same  shall be severed herefrom and the remainder
shall  be  enforced  as if the unenforceable sentence, word, or provisions did
not  exist.

     Notwithstanding  any  other provisions of this Section 5(a), during the
three  (3)  years  immediately  following  termination  of  the  Executive's
employment  with  the Employers, the Executive may (i) build up to twenty-five
(25) residential homes per year in the Memphis metropolitan area, each of such
homes  having  a  fair  market  value  of  at least One Hundred Fifty Thousand
Dollars  ($150,000) (the "Target Price"), provided that the Target Price shall
increase  by  Two Thousand Dollars ($2,000) on each annual anniversary of this
Agreement;  and  (ii)  build  no more than seventy (70) apartment units on the
parcel  of  real  property  described  in  Exhibit  A  attached  hereto  and
incorporated  herein.





5.2          ab      Section.  Secrecy and Confidential Information.   The
Executive  recognizes  that  the services he will perform under this Agreement
are  special,  unique,  and extraordinary in that, by reason of his employment
under  this  Agreement, he may acquire Confidential Information concerning the
operations,  businesses, and financial affairs of the Crossmann Group, the use
or  disclosure  of  which  could  cause  the  Crossmann Group immeasurable and
substantial  loss  and  damages  for which no remedy at law would be adequate.
Accordingly,  the  Executive  covenants  and  agrees  with the Employers that,
except  as  necessary  to  perform his obligations to the Employers under this
Agreement  or  with the prior written consent of the Employers, he will not at
any  time directly or indirectly disclose any Confidential Information that he
may  learn  or  has  learned  by  reason of his association with the Crossmann
Group.    The term "Confidential Information"  includes information not in the
public  domain  and  not previously disclosed to the public or to the trade by
the  management  of the Crossmann Group with respect to the products or units,
facilities  and  methods,  trade secrets and other intellectual property, blue
prints,  building  plans,  systems, procedures, manuals, confidential reports,
product  or  unit  price  lists,  customer  lists,  all assets and information
acquired  by  the  Crossmann  Group  from  Paragon  Properties,  LLC,  or  its
affiliates,  financial  information (including the revenues, costs, or profits
associated  with  any  of  the  services,  products  or units of the Crossmann
Group),  business  plans,  prospects, or opportunities of the Crossmann Group;
provided, however, that the term Confidential Information does not include the
following:    (i) information that was in the public domain or generally known
in  the  industry at the time Executive first received, observed, or otherwise
became  aware of such information; (ii) information that becomes a part of the
public  domain  or  becomes  generally known in the industry other than by the
breach  by  Executive  of  Executive's obligations under this Agreement; (iii)
information  that  is  disclosed to the Executive after the termination of the
Executive's  employment by a third party having the right to disclose the same
without obligation to the Employers; or (iv) information that is independently
developed by the Executive after the termination of the Executive's employment
under  this Agreement.  The Executive's obligations set forth in this Section
5(b)  and  the  Crossmann  Group's  rights  and  remedies,  whether  legal or
equitable,  with  respect  thereto,  shall  extend  indefinitely.

5.3       ab     Section.  Exclusive Property.   The Executive agrees that
all Confidential Information is and shall remain the exclusive property of the
Crossmann  Group.  All business records, papers, and documents kept or made by
the  Executive  relating  to  the business of the Crossmann Group shall be and
remain  the  property  of  the  Crossmann  Group.  Upon the termination of his
employment  with  the  Employers or upon the request of the Crossmann Group at
any  time,  the  Executive  shall  promptly deliver to the Crossmann Group and
shall  not, without the written consent of the Employers, retain copies of any
written  materials  prepared  by  or  for the Crossmann Group that may contain
Confidential  Information.    The  Executive's  obligations  set forth in this
Section  5(c),  and  the  Crossmann Group's rights and remedies with respect
thereto,  whether  legal  or  equitable,  shall  extend  indefinitely.

5.4       ab     Section.  Injunctive Relief.   The Executive acknowledges
that  a  breach  of  any  of  the  covenants  or obligations contained in this
Section  5  may  result  in material and irreparable injury to the Crossmann
Group,  for  which  there  is  no  adequate remedy at law, and that injury and
damages  to the Crossmann Group resulting from a breach will be immeasurable. 
Without  limiting  the rights or remedies, both legal and equitable, available
to  the  Crossmann  Group  in the event of an actual or threatened breach, the
Crossmann  Group  shall be entitled to seek and obtain a temporary restraining
order  and/or  a  preliminary  or  permanent injunction against the Executive,
which  shall  prevent the Executive from engaging in any activities prohibited
by  this  Section  5,  or  to  seek and obtain such other relief against the
Executive  as  may be required to specifically enforce any of the covenants or
obligations  contained  in  this  Section 5. The Executive hereby agrees and
consents that injunctive relief may be sought ex parte in any state or federal
court  of record in the State of Indiana, in the state and county in which the
violation  occurs,  or  in  any  other court of competent jurisdiction, at the
election  of  the  Crossmann  Group.

Non-assignability,  Binding  Agreement

5.5          ab      Section.  By the Executive.   The Executive shall not
assign  or delegate this Agreement or any right, duty, obligation, or interest
under  this  Agreement  without  the  Company's  and Crossmann's prior written
consent;  provided,  however,  that  nothing shall preclude the Executive from
designating  beneficiaries  to  receive  benefits payable under this Agreement
upon  his  death,  and  nothing  shall  preclude  the  Executive's  executors,
administrators,  or  their  legal  representatives,  from assigning any rights
under  this  Agreement  to  any  person.

5.6     ab     Section.  By the Company or Crossmann.   The Company and/or
Crossmann  may  assign,  delegate, or transfer this Agreement and all of their
rights  and  obligations  under  this  Agreement  to  any of its affiliates or
subsidiaries  or  to  any  business  entity  that by merger, consolidation, or
otherwise  acquires  all  or substantially all of the assets of the Company or
Crossmann  or to which the Company or Crossmann transfers all or substantially
all  of  its assets.  Upon assignment, delegation, or transfer, any affiliate,
subsidiary,  or  business entity related to the Company and/or Crossmann shall
be  deemed  to be substituted for the Company and/or Crossmann, as applicable,
for  all  purposes  of  this  Agreement.

5.7          ab        Section.  Binding Effect.   Except as limited under
Sections  6(a) and 6(b), this Agreement shall be binding upon and inure to
the benefit of the parties, any successors to or assigns of the Company and/or
Crossmann,  and  the  Executive's  heirs  and  the personal representatives or
executor  of  the  Executive's  estate.

                              VI.     abARTICLE

 SeverabilityIf a court of competent jurisdiction makes a final determination
 that any term or provision of this Agreement is invalid or unenforceable, and
  all rights to appeal the determination have been exhausted or the period of
  time during which any appeal of the determination may be perfected has been
   exhausted, the remaining terms and provisions shall be unimpaired and the
 invalid or unenforceable term or provision shall be deemed replaced by a term
 or provision that is valid and enforceable and that most closely approximates
the intention of the parties with respect to the invalid or unenforceable term
  or provision, as evidenced by the remaining valid and enforceable terms and
                        conditions of this Agreement.

                              VII.     abARTICLE

 AmendmentNo provision of this Agreement may be modified, amended, waived, or
   discharged in any manner except by an instrument in writing signed by the
 Executive and on behalf of the Company and Crossmann by such officers as may
  be specifically designated by the Boards.  No agreement or representation,
   oral or otherwise, express or implied, with respect to the subject matter
  hereof have been made by any party which is not expressly set forth in this
                                  Agreement.

                             VIII.     abARTICLE
    WaiverThe waiver by any party of compliance by any other party with any
 provision of this Agreement shall not operate or be construed as a waiver of
     any other provision of this Agreement (whether or not similar), or a
    continuing waiver or a waiver of any subsequent breach by a party of a
provision of this Agreement.  Performance by any party of any act not required
 of it under the terms and conditions of this Agreement shall not constitute a
   waiver of the limitations on its obligations under this Agreement, and no
 performance shall estop that party from asserting those limitations as to any
              further or future performance of its obligations.

                              IX.     abARTICLE

 Governing Law and JurisdictionThe laws of the State of Tennessee shall govern
the validity, performance, enforcement, interpretation and any other aspect of
  this Agreement, notwithstanding any state's choice of law provisions to the
      contrary.  The parties to this Agreement irrevocably consent to the
jurisdiction and venue of Shelby County, Tennessee with respect to any and all
actions related to this Agreement or the enforcement of this Agreement and the
   parties to this Agreement hereby irrevocably waive any and all objections
                                   thereto.

                               X.     abARTICLE

 NoticesAll notices required or desired to be given under this Agreement shall
 be in writing and shall be deemed to have been duly given (i) on the date of
 service if served personally on the party to whom notice is to be given, (ii)
     on the date of receipt by the party to whom notice is to be given if
 transmitted to such party by telefax, provided a copy is mailed as set forth
 below on the date of transmission, or (iii) on the third day after mailing if
 mailed to the party to whom notice is to be given by registered or certified
 mail, return receipt requested, postage prepaid, to the following addresses:

     (a)          If  to  the  Company  or  Crossmann,  to:

          Crossmann  Communities,  Inc.
          9202  North  Meridian  St.,  Suite  300
          Indianapolis,  IN  46268
          Attn:  John  B.  Scheumann
          Tel.  No.:  (317)  843-9514
          Fax:  (317)  571-2210

     (b)          If  to  the  Executive,  to:

          W.V.  Richerson,  Jr.
          9525  Doe  Meadow
          Germantown,  TN    38193
          Tel.  No.:
          Fax:

Any  party  may,  by  giving  written  notice to the other parties, change the
address  to  which  notice  shall  then  be  sent.

                              XI.     abARTICLE

   Prior AgreementsThis Agreement is a complete and total integration of the
     understanding of the parties.  This Agreement supersedes all prior or
   contemporaneous negotiations, commitments, agreements, writings including
     handbooks, and discussions with respect to the subject matter of this
                                  Agreement.

                              XII.     abARTICLE

    HeadingsThe headings of the Sections of this Agreement are inserted for
 convenience only and shall not be deemed to constitute part of this Agreement
               or to affect the construction of this Agreement.

                             XIII.     abARTICLE

 CounterpartsThis Agreement may be executed in one or more counterparts, each
  of which shall be deemed to be an original, but all of which together shall
  constitute one and the same Agreement.  Only one counterpart signed by the
party against which enforcement is sought needs to be produced to evidence the
                         existence of this Agreement


                 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>
     The parties have executed this Agreement on the date first written above.

"COMPANY"

CROSSMANN  COMMUNITIES
     OF  TENNESSEE,  LLC

     By:          Crossmann  Communities,  Inc.,  Member


By:          /s/  John  B.  Scheumann
          John  B.  Scheumann,  Chief  Executive  Officer

     "CROSSMANN"

CROSSMANN  COMMUNITIES,  INC.


By:          /s/  John  B.  Scheumann
          John  B.  Scheumann,  Chief  Executive  Officer

"EXECUTIVE"


 /s/  W.  V.  Richerson,  Jr.
          W.V.  Richerson,  Jr.





















EXHIBIT  10.49











                         AGREEMENT AND PLAN OF MERGER

                    DATED AS OF THE 29TH DAY OF MAY, 1998

                                 BY AND AMONG

                         CROSSMANN COMMUNITIES, INC.

                CROSSMANN COMMUNITIES OF NORTH CAROLINA, INC.

                                     AND

                            THE PINEHURST ENTITIES

                              JAMES T. CALLIHAN

                              RALPH R. TEAL, JR.

                              JEFFREY H. SKELLEY

                                     AND

                              H. GILFORD EDWARDS



                             TABLE OF CONTENTS

                                                                        PAGE

ARTICLE  I

THE  MERGER          1

Section  1.01.    Merger          1

Section  1.02.    Effective  Time          2

Section  1.03.    Legal  Effect          2

Section  1.04.    Name          2

Section  1.05.    Other  Actions          2

ARTICLE  II

CORPORATE  GOVERNANCE          2

Section  2.01.    Articles  of  Incorporation  and  Bylaws          2

Section  2.02.    Directors  and  Officers          2

ARTICLE  III

CONVERSION  OF  AND  PAYMENT  FOR  SHARES          3

Section  3.01.    Conversion          3

Section  3.02.    Payment  of  the  Merger  Consideration          3

Section  3.03.    Escrow          3

Section  3.04.    Certificates          4

ARTICLE  IV

REPRESENTATIONS  AND  WARRANTIES  OF  PINEHURST  ENTITIES
AND  THE  STOCKHOLDERS          4

Section  4.01.    Title  to  Property          4

Section  4.02.    Authority;  Consent          4

Section  4.03.    Consents  and  Approvals          5

Section  4.04.    Organization          5

Section 4.05.  Capital Structure of the Pinehurst Entities and Related Matters
    6

Section  4.06.    No  Subsidiaries  or  Other  Interests          6

Section  4.07.    Title  to  Shares          6

Section  4.08.    Financial  Statements  of  the  Pinehurst  Entities        6

Section  4.09.    Absence  of  Undisclosed  Liabilities          6

Section  4.10.    Tax  Matters          7

Section  4.11.    Compliance  with  Laws;  No  Default  or  Litigation       7

Section  4.12.    Personal  Property  Owned          8

Section  4.13.    Personal  Property  Leased          8

Section  4.14.    Developed  Real  Property          8

Section  4.15.    Undeveloped  Real  Property          9

Section  4.16.    Real  Property  Leases          10

Section  4.17.    Land  Contracts          10

Section  4.18.    Real  Property  Generally          10

Section  4.19.    Homeowner  Associations          13

Section  4.20.    Environmental  Compliance          13

Section  4.21.    Contracts          15

Section  4.22.    Accounts  and  Notes  Receivable          16

Section  4.23.    Permits          16

Section  4.24.    Intellectual  Property          16

Section  4.25.    Labor  Relations:  Employees          17

Section  4.26.    Employee  Benefit  Plans          18

Section  4.27.    Warranty  Liability          19

Section 4.28.  Conduct of the Corporation Since the Interim Balance Sheet Date
    19

Section  4.29.    Outstanding  Debt  and  Related  Matters          20

Section  4.30.    Power  of  Attorney          20

Section  4.31.    Absence  of  Certain  Business  Practices          21

Section  4.32.    Minute  Book  and  Stock  Record  Book          21

Section  4.33.    Directors  and  Officers          21

Section  4.34.    S  Corporation  Status          21

Section  4.35.    Investment  Intent          21

Section  4.36.    Access  to  Information          21

Section  4.37.    Accredited  Investor          22

Section  4.38.    Sophistication  of  Each  Stockholder          22

Section  4.39.    Letters  of  Intent  and  Sale  Discussions          22

Section  4.40.    Distributions          22

Section  4.41.    Closings          22

Section  4.42.    Brokers  Commissions          22

Section  4.43.    Due  Diligence          22

Section  4.44.    Disclosure          23

Section  4.45.    Survival          23

Section  4.46.    Other  Limitations          23

ARTICLE  V

REPRESENTATIONS  AND  WARRANTIES  OF  THE  PURCHASER          23

Section  5.01.    Authority:  Consent          23

Section  5.02.    Consents  and  Approvals          24

Section  5.03.    Corporate  Organization          24

Section  5.04.    SEC  Documents  and  Other  Reports          25

Section  5.05.    Shares          25

ARTICLE  VI

INDEMNIFICATION          25

Section  6.01.    Indemnification  by  the  Stockholders          25

Section  6.02.    Indemnification  by  the  Purchaser          26

Section  6.03.    Notice          26

Section  6.04.    Arbitration          27

Section  6.05.    Defense  of  Claims          27

Section  6.06.    Computation  of  Indemnity  Losses          28

Section  6.07.    Payment  of  Losses          28

Section  6.08.    Survival          29

Section  6.09.    Other  Limitations          29

Section  6.10.    Warranty  Liabilities          29

ARTICLE  VII

TAXES          30

Section  7.01.    Preparation  of  Return          30

Section  7.02.    Cooperation          30

Section  7.03.    Tax  Agreements          30

ARTICLE  VIII

CONDITIONS  PRECEDENT  TO  OBLIGATIONS  OF  THE  PINEHURST  ENTITIES
AND  THE  STOCKHOLDERS          31

Section  8.01.    Performance  of  the  Obligations  of  the  Purchaser     31

Section  8.02.    Consents  and  Approvals          31

Section  8.03.    No  Violation  of  Orders          31

ARTICLE  IX

CONDITIONS  PRECEDENT  TO  OBLIGATIONS  OF  THE  PURCHASER          31

Section  9.01.    Performance of the Obligations of the Pinehurst Entities and
the  Stockholders          31

Section  9.02.    Completion  of  Due  Diligence          32

Section  9.03.    Consents  and  Approvals          32

Section  9.04.    No  Violation  of  Orders          32

Section  9.05.    Title  Insurance          32

Section  9.06.    Employment  Agreements          32

Section  9.07.    Noncompetition  Agreements          32

Section  9.08.    Satisfaction  of  Fees  and  Note  and  Release          33

Section  9.09.          33

Section  9.10.    Lease          33

Section  9.11.          33

Section  9.12.    Contribution  of  New  Homes  Sales  Division          33

Section  9.13.    True  Blue  Acquisition  and  River  Oaks  Merger         33

Section  9.14.    CTS  Acquisitions,  Inc.  and  Callihan,  Teal  and  Skelley
Development,  Inc.          33

ARTICLE  X

TERMINATION          34

Section  10.01.    Termination;  Failure  to  Close          34

Section  10.02.    Effect  of  Termination          34

ARTICLE  XI

CLOSING          34

Section  11.01.    Closing  Date          34

Section  11.02.    Deliveries  by  the  Pinehurst  Entities          34

Section  11.03.    Deliveries  by  Purchaser          36

ARTICLE  XII

POST-CLOSING  COVENANTS  OF  THE  STOCKHOLDERS          36

Section  12.01.    Acquisition  of  Additional  Consideration  Shares       36

Section  12.02.    Voting  Agreement          36

Section  12.03.    Proxy  Solicitations          37

Section  12.04.    Formation  of  a  "Group"          37

Section  12.05.    Dissolution  of  Pinehurst  Commercial          38

Section  12.06.    Net  Book  Value          38

ARTICLE  XIII

POST  CLOSING  COVENANTS  OF  THE  PURCHASER          38

Section  13.01.    Filing  of  Registration  Statement          38

Section  13.02.    Piggyback  Registrations          39

Section  13.03.    Repayment  of  Existing  Debt          40

ARTICLE  XIV

MISCELLANEOUS          40

Section  14.01.    Counterparts          40

Section  14.02.    Expenses          41

Section  14.03.    Public  Announcements          41

Section  14.04.    Risk  of  Loss          41

Section  14.05.    Index  and  Captions          41

Section  14.06.    Notices          41

Section  14.07.    Entire  Agreement          43

Section  14.08.    Waiver  of  Compliance          43

Section  14.09.    Validity  of  Provisions          43

Section  14.10.    Schedules  and  Exhibits          43

Section  14.11.    No  Intention  to  Benefit  Third  Parties          43

Section  14.12.    Successors  and  Assigns          43

Section  14.13.    Governing  Law          44

Section  14.14.    Guaranty          44

Section  14.15.    Stockholder  Agreements          44

ARTICLE  XV

DEFINITIONS          44




































                        AGREEMENT AND PLAN OF MERGER


     THIS AGREEMENT AND PLAN OF MERGER ("Agreement"), dated as of the 29th day
of  May,  1998  is  by  and  among  CROSSMANN  COMMUNITIES,  INC.,  an Indiana
corporation  ("Crossmann"),  Crossmann  Communities of North Carolina, Inc., a
North  Carolina  corporation  ("CCNC"  and  together  with  Crossmann,  the
"Purchaser"),  the  Pinehurst  Entities  and  the  Stockholders.

                                  WITNESSETH

     WHEREAS,  the Pinehurst Entities are engaged in the business of acquiring
undeveloped  real  estate,  developing  such real estate, building and selling
single family and multi-family homes built on such real estate and engaging in
activities  ancillary  thereto.

     WHEREAS,  the Purchaser, in reliance upon the representations, warranties
and covenants of the Pinehurst Entities and the Stockholders set forth herein,
desires  to  acquire all of the outstanding stock of the Pinehurst Entities by
merging  each  and every one of the Pinehurst Entities with and into CCNC (the
"Merger")  pursuant  to  the  terms and subject to the conditions set forth in
this  Agreement.

     WHEREAS, for the purposes of this Agreement the term "Pinehurst Entities"
shall  include CTS Acquisitions, Inc. and Callihan, Teal, Skelley Development,
Inc.  both  of which were merged with and into Pinehurst Builders on or before
May  28,  1998.

     WHEREAS,  Article  XV  lists  defined  terms  used  in  this Agreement.

     NOW  THEREFORE,  in  consideration  of  the  representations, warranties,
mutual covenants, and agreements herein contained, and other good and valuable
consideration,  the  receipt and sufficiency of which are hereby acknowledged,
the  Purchaser,  the  Pinehurst  Entities and the Stockholders hereby agree as
follows:

                              XIV     abARTICLE

                                  THE MERGER
14.01         ab     Section.  Merger.   Upon the terms and subject to the
satisfaction  of the conditions precedent contained in this Agreement, each of
the  Pinehurst  Entities  shall  be  merged with and into CCNC, which, in each
case,  shall  be  the  surviving  corporation.    The Merger shall be effected
pursuant  to  the  provisions  of  and  with  the effect provided in the North
Carolina  Business  Corporation  Act  (the  "NCBCA")  and  the  South Carolina
Business  Corporation Act of 1988 (the "SCBCA").  Upon the consummation of the
Merger,  the  separate  existence  of  each  Pinehurst Entity shall cease, the
corporate existence of CCNC with all of its purposes, powers and objects shall
continue  unaffected  and unimpaired by the Merger, and the Pinehurst Entities
and  CCNC  shall  be a single corporation.  The parties hereto intend that the
Merger  shall be treated as a reorganization pursuant to Sections 368(a)(1)(A)
and  368(a)(2)(D)  of  the  Code.

14.02      ab     Section.  Effective Time.   If (a) all of the conditions
precedent  to  the  Merger  set  forth in Article  VIII and Article IX are
satisfied  or  waived,  and  (b) this Agreement is not terminated prior to the
Closing  as  permitted  by  the  provisions of this Agreement, then as soon as
practicable  following  the  Closing,  the  Purchaser  shall cause Articles of
Merger  for  the  merger  of each of the Pinehurst Entities with and into CCNC
conforming to the requirements of the (a) NCBCA to be filed with the Secretary
of State of the State of North Carolina in the manner provided under the NCBCA
and  (b)  SCBCA  to be filed with the Secretary of State of the State of South
Carolina  in  the  manner  provided  under the SCBCA.  The Merger shall become
effective  as  of  noon,  Indianapolis  time, on the date of the filing of the
Articles  of  Merger  (the  "Effective  Time").

14.03          ab     Section.  Legal Effect.   At and after the Effective
Time, CCNC shall possess all of the rights, privileges, immunities, powers and
franchises  of  the  Pinehurst  Entities  and shall have all of the duties and
liabilities of the Pinehurst Entities, in accordance with the NCBCA and SCBCA.

14.04      ab     Section.  Name.   Following the Merger, the name of CCNC
shall  remain  "Crossmann  Communities  of  North  Carolina,  Inc.;" provided,
however,  that  CCNC  may, at the sole discretion of the Board of Directors of
CCNC  and/or  the  Board  of  Directors  of  Crossmann,  file  appropriate
documentation with the Secretary of State of the State of South Carolina to do
business  in  that  state  as  "Pinehurst  Builders,  a  division of Crossmann
Communities,  Inc."

14.05       ab     Section.  Other Actions.   The Purchaser, the Pinehurst
Entities,  and  the  Stockholders  shall  take  all  other  actions as may  be
necessary  or appropriate in order to effectuate the transactions contemplated
by  this  Agreement.  If any further action is necessary or desirable to carry
out  the purposes of this Agreement after the Effective Time, the officers and
directors  of  the  Purchaser  shall  have  the authority to take that action.

                               XV     abARTICLE

                             CORPORATE GOVERNANCE

15.01         ab     Section.  Articles of Incorporation and Bylaws.   The
Articles of Incorporation and Bylaws of CCNC as in effect immediately prior to
the Effective Time shall continue as the Articles of Incorporation and Bylaws,
respectively,  of  CCNC following the Effective Time until amended or repealed
as  provided  by  applicable  law.

15.02         ab     Section.  Directors and Officers.   The directors and
officers of CCNC immediately prior to the Effective Time shall continue as the
directors  and  officers  of CCNC following the Effective Time, to serve until
their  successors  shall  have been duly elected or appointed and qualified in
the manner provided in the Articles of Incorporation and Bylaws of CCNC, or as
otherwise  provided  by  applicable  law.

                              XVI     abARTICLE

                     CONVERSION OF AND PAYMENT FOR SHARES

16.01     ab     Section.  Conversion.   At the Effective Time, each share
of  common  stock  of each Pinehurst Entity ("Pinehurst Stock") which shall be
outstanding  immediately  prior  to the Effective Time shall, by virtue of the
Merger  and without any action on the part of the holder thereof, be converted
into the right to receive cash, common shares of Crossmann (the "Consideration
Shares") and options to purchase common shares of Crossmann (the "Options") as
set  forth  on  Schedule  3.01  (the  "Merger  Consideration"),  and  all
certificates  formerly  representing shares of Pinehurst Stock shall be deemed
cancelled  and  shall  represent  only  the  right  to  receive  the  Merger
Consideration.   The terms and conditions of the Options shall be set forth in
the Option Agreements, attached hereto as Exhibit 3.01.  After the Effective
Time,  the  holder  of a certificate formerly representing shares of Pinehurst
Stock  shall have no rights with respect to such shares other than as provided
by  this Article III or the laws of the State of North Carolina or the State
of  South  Carolina.  The aggregate number of Consideration Shares which shall
be  delivered  to  the  Stockholders  pursuant to this Section 3.01 shall be
determined  by  dividing  (a)  $7,350,000 by (b) the average of the average of
last  bid and ask prices for the common shares of Crossmann as reported by the
National  Association  of  Securities  Dealers  Automated  Quotation
System--National  Market  System  ("NASDAQ-NMS")  for  the period beginning on
April  30, 1998 and ending on May 13, 1998.  The parties acknowledge that this
calculation  results  in  an  aggregate  of 276,420 Consideration Shares being
delivered  to  the  Stockholders.

16.02      ab     Section.  Payment of the Merger Consideration.   Subject
to  Section  3.07  below, the Merger Consideration shall be delivered by the
Purchaser  at the Closing.  Certificates representing the Consideration Shares
delivered  by  the Purchaser in connection with the Merger shall bear a legend
indicating  the manner in which such Consideration Shares were acquired by the
Stockholders and requiring compliance with the registration requirements under
the  Securities  Act  prior  to resale.  No certificates or scrip representing
fractional  Consideration  Shares shall be issued in the Merger, and no holder
of  any  fractional  share  interest shall be entitled to vote, to receive any
dividends  or other distributions paid or declared on Consideration Shares, or
to  exercise  any  other  rights as a shareholder of Crossmann with respect to
such  fractional  share  interest.    Each holder of Pinehurst Stock who would
otherwise  be entitled to receive a fractional Crossmann Share in exchange for
that  holder's  Pinehurst Stock hereunder shall be entitled, upon surrender of
certificates for Pinehurst Stock in accordance with this Agreement, to receive
in  lieu  of  such  fractional  share  interest an amount in cash equal to the
amount of the fractional share interest multiplied by the closing price of the
Crossmann  Share  on  the  Closing  Date.

16.03       ab     Section.  Escrow.   As security for the satisfaction of
indemnification obligations provided for in Article VI, Crossmann shall hold
back  that number of Consideration Shares set forth next to each Stockholder's
name on Exhibit 3.03 (the "Escrow Deposit"), which number shall equal 30,000
Consideration  Shares.  Within thirty (30) days of the date of this Agreement,
the  Purchaser  and  the  Stockholders  shall  select  a  mutually  acceptable
independent  escrow agent (the "Escrow Agent") and Crossmann shall deliver the
Escrow  Deposit  to  such Escrow Agent within two (2) days of the selection of
the  Escrow  Agent.   The Escrow Agent shall hold the Escrow Deposit in escrow
(the  "Escrow") pursuant to an escrow agreement in substantially the same form
as  attached  hereto  as  Exhibit 3.03 (the "Escrow Agreement") which shall,
among  other  things, contain the following terms: 20,000 Consideration Shares
shall be released on June 1, 1999 and the remaining Consideration Shares shall
be  released on June 1, 2000 so long as no claims against the Escrow have been
made  or  are  pending.

16.04      ab     Section.  Certificates.   The Stockholders shall deliver
at  the  Closing  certificates  representing  the  Pinehurst Stock outstanding
immediately  prior  to  the Closing or to the extent such certificates are not
available,  shall  execute  such  affidavits  and indemnities and provide such
bonds  as  the  Purchaser  may  reasonably  require.

                              XVII     abARTICLE

             REPRESENTATIONS AND WARRANTIES OF PINEHURST ENTITIES
                             AND THE STOCKHOLDERS

     As  a  material  inducement to the Purchaser to enter into this Agreement
and  other  agreements  and  documents executed by the Purchaser in connection
with  this  Agreement,  and to consummate the transactions contemplated hereby
and  thereby,  each of the Pinehurst Entities and each Stockholder jointly and
severally  represent  and  warrant  to  the  Purchaser  that:

17.01         ab     Section.  Title to Property.   Except as set forth in
Schedule 4.01, each Pinehurst Entity has good, valid and marketable title to
all  of its Assets, free and clear of all Liens, except for Liens for property
Taxes  not  yet  due  and  payable.

17.02        ab     Section.  Authority; Consent.   The Pinehurst Entities
and  the  Stockholders each has the full capacity, right, power, and authority
to  enter  into,  execute,  and  deliver  this  Agreement,  to  consummate the
transactions  contemplated  by  this Agreement, and to comply with and fulfill
the  terms  and conditions of this Agreement.  The Pinehurst Entities each has
the  full capacity, right, power, and authority to consummate the Merger.  The
execution and delivery of this Agreement by each of the Pinehurst Entities and
the  consummation  by  each  of  the  Pinehurst  Entities  of the transactions
contemplated  hereby  have  been  duly and validly authorized by all necessary
action  on  the  part  of  the respective Boards of Directors of the Pinehurst
Entities and the Stockholders.  This Agreement constitutes a valid and binding
obligation  of each of the Pinehurst Entities and the Stockholders enforceable
against  each  in  accordance  with  its  terms  and conditions, subject as to
enforcement  to  applicable  bankruptcy, insolvency, reorganization, and other
similar  laws  of  general  applicability  relating  to or affecting creditors
rights generally.  No further action is necessary by the Pinehurst Entities or
the  Stockholders,  or  any  of them, to make this Agreement valid and binding
upon  it or him and enforceable against it or him in accordance with the terms
hereof  or  to  carry out the transactions contemplated hereby.  Except as set
forth  in  Schedule  4.02,  neither  the  execution  and  delivery  of  this
Agreement,  nor  the consummation of the transactions contemplated hereby, nor
compliance  by  any  of the Pinehurst Entities or the Stockholders with any of
the  provisions  of  this  Agreement  will:

(a)         ab     Conflict with, violate, result in a breach of, constitute a
material  default  (or  an  event which, with notice or lapse of time or both,
would  constitute  a default) under, or give rise to any right of termination,
cancellation,  or  acceleration  under  any  provision  of  the  Articles  of
Incorporation  or  the  Bylaws of any of the Pinehurst Entities, or any of the
terms,  conditions  or  provisions  of any note, credit agreement, security or
pledge  agreement,  Lien, bond, mortgage, indenture, license, lease, contract,
commitment,  agreement,  understanding,  arrangement,  restriction,  or  other
instrument or obligation to which any Pinehurst Entity or any Stockholder is a
party  or  by  which  any  Pinehurst Entity or any Stockholder or any of their
respective  properties  or  assets  may  be  bound;

(b)          ab       Violate any law, rule or regulation of any government or
governmental  agency  or  body,  or  any Judgment, order, writ, injunction, or
decree  of  any  court,  administrative agency, or governmental agency or body
applicable  to  any  Pinehurst  Entity  or  any  Stockholder  or  any of their
respective  properties, assets, or outstanding membership interests shares, or
other  securities  of  any  Pinehurst  Entity;  or

(c)         ab     Constitute an event which, with or without notice, lapse of
time,  or action by a third party, could trigger a default of any of the Debt,
or  any  portion  thereof,  result in the creation of any Lien upon any of the
Assets or any Stockholder, or cause the maturity of any liability, obligation,
or  debt  of  any  Pinehurst  Entity  or  any Stockholder to be accelerated or
increased.

17.03       ab     Section.  Consents and Approvals.   Except as set forth
on Schedule 4.03, the execution, delivery, and performance of this Agreement
by  the  Pinehurst  Entities  and the Stockholders and the consummation by the
Pinehurst  Entities  and  the  Stockholders  of  the transactions contemplated
hereby  will not require any notice to, or consent, authorization, or approval
from  any court or governmental authority or any other third party.  Except as
set  forth  in  Section 4.03, any and all notices, consents, authorizations,
and  approvals  set  forth  on  Schedule  4.03  have been made and obtained.

17.04       ab     Section.  Organization.   Each Pinehurst Entity is duly
organized,  validly  existing  and  in  good  standing  under  the laws of the
jurisdiction of its organization.  Each Pinehurst Entity has all the requisite
power  and authority to own, lease, and operate its properties and to carry on
its  business  operations as it is now being conducted.  Prior to the Closing,
each Pinehurst Entity will deliver to the Purchaser (a) a copy of its Articles
of  Incorporation,  including  all  amendments  thereto,    certified as true,
complete,  and  presently  in  effect  by  the  Secretary  of  State  of  its
jurisdiction  of  organization,    (b)  a  copy  of  its Bylaws, including all
amendments thereto, certified as true, complete and presently in effect by its
Secretary,  and  (c) Certificate of Existence issued by the Secretary of State
of  its  jurisdiction  of  organization.

17.05      ab     Section.  Capital Structure of the Pinehurst Entities and
Related Matters.   The total authorized and outstanding capital stock of each
of  the  Pinehurst  Entities is set forth on Schedule 4.05.  All outstanding
shares  of  the  Pinehurst Stock have been duly authorized, validly issued and
are  fully  paid and non-assessable.  No capital stock of any Pinehurst Entity
is  entitled  to  preemptive  rights.  No Pinehurst Entity has any outstanding
options,  warrants  or  other  rights of any kind to acquire any shares of any
Pinehurst Entity, or securities convertible into or exchangeable for, or which
otherwise confer on the holder thereof any right to acquire, any shares of any
Pinehurst  Entity,  nor  is  any  Pinehurst Entity committed to issue any such
option,  warrant,  right  or  security.

17.06          ab       Section.  No Subsidiaries or Other Interests.   No
Pinehurst  Entity has any subsidiary and does not own, directly or indirectly,
any  debt  or  equity  interest  in  any  Person.

17.07     ab     Section.  Title to Shares.   Each of the Stockholders has
legal,  valid  and  marketable  title  to  the  shares  of common stock of the
Pinehurst  Entities  set  forth opposite his name on Schedule 4.07, free and
clear  of  all  Liens,  buy-sell  agreements,  cross-purchase  agreements,
stockholder  agreements  or  restrictions.

17.08     ab     Section.  Financial Statements of the Pinehurst Entities.
  True  and  complete copies of the annual financial statements of each of the
Pinehurst  Entities  for  each  of  the  years  1995,  1996  and  1997 and the
internally  prepared  interim  balance  sheet (the "Interim Balance Sheet") of
each  of  the  Pinehurst  Entities  as of April 30, 1998 (the "Interim Balance
Sheet  Date"),  are  attached  hereto  as  Schedule  4.08  (collectively the
"Financial  Statements  of the Pinehurst Entities").  The Financial Statements
of  the  Pinehurst  Entities,  and  each  of them, are true and correct in all
material  aspects,  have  been  prepared  from  the  books  and records of the
Pinehurst  Entities  in accordance with GAAP consistently applied, and contain
and  reflect  all  material  adjustments  or  accruals  necessary  for  a fair
presentation  of  the financial condition and results of the operations of the
Pinehurst  Entities  for  the  periods  indicated.

17.09          ab      Section.  Absence of Undisclosed Liabilities.   The
Pinehurst  Entities  have  no  liabilities  or  obligations  except:

(a)          ab      those liabilities or obligations set forth on the Interim
Balance Sheet and not heretofore paid or discharged in the normal and ordinary
course  of  business  consistent  with  past  practice;

(b)          ab       liabilities arising in the normal and ordinary course of
business  consistent  with  past  practice  under  any  agreement,  contract,
commitment, lease or plan specifically disclosed on Schedule 4.13, Schedule
4.16,  Schedule  4.17(a)  or  Schedule  4.21;  and

(c)      ab     those liabilities or obligations incurred in or as a result of
the normal and ordinary course of business consistent with past practice since
the  Interim  Balance  Sheet  Date.

For  purposes of this Agreement, the term "liabilities" shall include, without
limitation,  any  direct  or  indirect, or matured or unmatured, indebtedness,
guaranty,  endorsement,  claim,  loss,  damage,  deficiency,  cost,  expense,
obligation  or  responsibility,  whether  absolute,  fixed,  contingent  or
otherwise,  known  or  unknown,  asserted  or  unasserted, choate or inchoate,
liquidated  or  unliquidated,  secured  or  unsecured.

17.10     ab     Section.  Tax Matters.   Except as set forth in Schedule
4.10:

(a)       ab     All federal, state, county, local and other taxes of any kind
or  character,  including,  without  limitation,  income  (including gross and
adjusted  gross),  receipts,  property  (including  real,  personal,  and
intangible),  transfer, sales, use, franchise, value added, excise, recording,
financial institutions, employees' income and social security withholding, and
all  other  withholding,  social security, unemployment taxes, which have been
incurred  or  assessed,  or  which are due and payable, by or on behalf of any
Pinehurst  Entity,  and  all interest and penalties thereon (collectively, the
"Taxes"), have been paid (and, to the extent applicable, withheld) in full (or
are  adequately  reflected  as  a  liability  in  the  Interim Balance Sheet);

(b)          ab     Each Pinehurst Entity has filed all currently due federal,
state,  county,  local, and other tax returns, statements, forms, reports, and
similar  documents  with  respect  to  Taxes  required  to  be  filed with the
appropriate  third  parties  and governmental agencies in all jurisdictions in
which  such  returns,  statements,  forms,  reports, and similar documents are
required  to  be filed (collectively, the "Returns"); and all such Returns are
true,  correct,  and  complete  in  all  material  respects;  and

(c)     ab     There is not now in force any extension of time with respect to
the date on which any Return was or is due to be filed by, or on behalf of, or
with  respect  to  any  Pinehurst  Entity  or  any  waiver or agreement by any
Pinehurst  Entity  for  an  extension  of  time for the assessment of any Tax.

17.11     ab     Section.  Compliance with Laws; No Default or Litigation.
  Except  as  set  forth  in  Schedule  4.11:

(a)       ab     No Pinehurst Entity is in default or violation (nor is there,
to  the  knowledge  of  the  Pinehurst  Entities or any Stockholder, any event
which,  with  notice  or  lapse of time or both, would constitute a default or
violation)  in  any  respect (i) under any contract, agreement, lease, consent
order,  or  other  commitment  to  which it is a party or any of the Assets is
subject  or  bound, or (ii) under any law, rule, regulation, writ, injunction,
order,  or  decree  of  any  court  or  any  federal,  state,  local, or other
governmental  department,  commission,  board,  bureau,  agency,  or
instrumentality,  domestic  or  foreign  (including,  without  limitation,
applicable  laws,  rules and regulations relating to environmental protection,
antitrust,  civil  rights,  health,  and  occupational  health  and  safety);

(b)          ab     There are no actions, suits, claims, investigations, legal
arbitrations  or  administrative  proceedings in progress, pending, or, to the
knowledge  of  the  Pinehurst  Entities  or  any Stockholder, threatened by or
against  any  Pinehurst  Entity  (or  any  of the Assets) whether at law or in
equity,  whether  civil  or  criminal  in  nature,  or  whether before or by a
federal,  state,  county, local, or other governmental department, commission,
board,  bureau,  agency,  or instrumentality, domestic or foreign, nor has any
Pinehurst  Entity been charged with or received any notice of any violation of
any  rule,  regulation, ordinance, law, order, decree, or requirement relating
to  any  Pinehurst  Entity,  its  properties,  assets,  or  the  transactions
contemplated  by  this  Agreement;  and

(c)       ab     No action, suit, or proceeding has been instituted or, to the
knowledge  of  the  Pinehurst  Entities  or  any  Stockholder,  threatened  to
restrain,  prohibit,  or  otherwise  challenge the legality or validity of the
transactions  contemplated  by  this  Agreement.

17.12          ab     Section.  Personal Property Owned.   Schedule 4.12
contains  a  list  and brief description of all model homes, tools, furniture,
furnishings, fixtures, machinery, supplies, vehicles, equipment, and all other
items of tangible personal property owned or used by any Pinehurst Entity (the
"Personal  Property").

17.13         ab     Section.  Personal Property Leased.   Schedule 4.13
contains a list and brief description of all leases and other agreements under
which  any  Pinehurst  Entity  is  a  lessee of, holds, or operates any tools,
furniture, machinery, vehicles, equipment, or other personal property owned by
any  third  party (the "Leased Personal Property").  The Pinehurst Entities on
or  before  the Closing will deliver to the Purchaser copies of the leases and
agreements  listed  in Schedule 4.13.  Each of such leases and agreements is
in  full  force  and  effect  and  constitutes  a  legal,  valid,  and binding
obligation  of the applicable Pinehurst Entity, enforceable in accordance with
its  terms.    No  consent  of  any  lessor of the Leased Personal Property is
required  in  connection with the transactions contemplated by this Agreement,
except  as  set  forth  in  Schedule 4.13.  Except as disclosed in Schedule
4.13, there is not any existing default or event which, after notice or lapse
of  time,  or  both,  would  constitute  a  default  or  result  in a right to
accelerate  or loss of rights as to the Leased Personal Property.  None of the
Assets  is  subject to any lease other than as set forth in Schedule 4.13 or
Schedule  4.16.

17.14          ab     Section.  Developed Real Property.   Schedule 4.14
lists  and  sets  forth the legal description of each parcel of Developed Real
Property in which any Pinehurst Entity or any entity owned in whole or in part
by  a  Pinehurst  Entity  owns  an  interest.  For purposes of this Agreement,
Developed  Real  Property  is  real property, owned in whole or in part by any
Pinehurst  Entity  or  any  entity  owned  in  whole or in part by a Pinehurst
Entity,  which  (a)  has  all  necessary  access  to and from public highways,
streets,  and roads and for which no pending or threatened proceeding or other
fact or condition exists that could limit or result in the termination of such
access  and  (b) (i) is or can be connected to and, where applicable, serviced
by  electric,  gas,  sewage  or septic, storm sewers, telephone, and public or
private water facilities, and, when so connected, will be in compliance in all
material  respects  with all applicable laws and (ii) for which all applicable
installation  and  connection  charges have been paid in full.  Developed Real
Property  shall  not  include Undeveloped Property, Land Contract Property and
Option  Real Property (as those terms are defined below).  Except as set forth
on  Schedule  4.14,  Developed Real Property is Substantially Complete.  For
purposes  of  this Agreement, "Substantially Complete" means that each and all
of  the  requirements listed below have been met with respect to the Developed
Real  Property  and  each  lot  contained  therein  (a  "Lot"  or  "Lots"):

(a)        ab     Final subdivision plats have been approved by all applicable
governmental  authorities  and recorded in the official records of the county,
municipality  or  applicable  governmental  authority;

(b)        ab     Final acceptance letters have been issued by the appropriate
governmental  authority  which  evidence  that such authority has accepted for
permanent  maintenance all the streets, water lines, sanitary sewer, and storm
sewers  for  the  Lots;

(c)          ab      The appropriate governmental authority has certified that
operable  water  and  sewer  taps  are  available  to  each  of  the  Lots;

(d)      ab     The buildable portion of each Lot is not located in a "Special
Flood  Hazard  Area"  pursuant to the applicable Federal Insurance Rate Map or
the  100  year  flood  elevation  as  designated  by  the  U.S.  Army Corps of
Engineers,  the  Federal  Emergency Management Agency, or any applicable state
agency;

(e)         ab     Rough grading of the Lots has been completed to assure that
there  is  sufficient  drainage  to  eliminate  the need for major benching or
filling  in  order  to  render  the  Lots  buildable;  and

(f)          ab      The appropriate governmental authority has certified that
building  permits  are  obtainable  for  the  construction of single-family or
multifamily  homes  on  the  Lots.

17.15        ab     Section.  Undeveloped Real Property.   Schedule 4.15
lists  and sets forth the legal description (or such other description legally
sufficient  to  identify  the  subject property) of each parcel of Undeveloped
Real Property in which any Pinehurst Entity or any entity owned in whole or in
part by a Pinehurst Entity owns an interest (the "Undeveloped Real Property").
 For  purposes of this Agreement, "Undeveloped Real Property" shall be defined
as  all  real  property  which  is  not Developed Real Property, Land Contract
Property  or Option Real Property.  Except as set forth on Schedule 4.15, no
fact,  condition or restriction could preclude or prevent the Undeveloped Real
Property  from  (a)  having  all necessary access to and from public highways,
streets,  and  roads or (b) being connected to and, where applicable, serviced
by  electric,  gas,  sewage  or septic, telephone, and public or private water
facilities.    Except  as set forth on Schedule 4.15, the Pinehurst Entities
have  secured  all  easements  and public dedications necessary to connect the
utilities  referenced  above  from  their current locations to the boundary of
each  parcel  of Undeveloped Real Property as such boundaries currently exist.

17.16          ab        Section.  Real Property Leases.   Schedule 4.16
contains  a  list  and  brief description of all written and oral  agreements,
arrangements,  contracts,  commitments,  leases  or  usufructs  (each, a "Real
Property Lease") pursuant to which any Pinehurst Entity or any entity owned in
whole  or in part by a Pinehurst Entity is the lessor or the lessee (or has an
equivalent  interest  in the case of usufructs or other arrangements which may
not  be  leases  under  applicable law) of any real property (the "Leased Real
Property").    As  to  each  Real  Property Lease, (a) no Pinehurst Entity has
delivered  nor received notice that any breach or event of default exists, and
(b)  no  condition  or  event has occurred that with the giving of notice, the
lapse  of  time,  or both would constitute a breach or event of default by any
Pinehurst  Entity  or  any  other  Person.

17.17          ab          Section.    Land  Contracts.

(a)     ab     Schedule 4.17(a) contains a list and brief description of all
written and oral agreements, arrangements, contracts, and commitments pursuant
to  which  any  Pinehurst  Entity  or  any  entity owned in whole or part by a
Pinehurst  Entity  (i)  is  obligated to purchase any developed or undeveloped
real  property  (the "Land Contract Property"), or (ii) possesses an option to
acquire  any  developed  or  undeveloped  real  property    (the  "Option Real
Property")  as  of  the  date  hereof.  Schedule 4.17(a) also sets forth the
legal  description  of  each  parcel of Land Contract Property and Option Real
Property, or such other description legally sufficient to identify the subject
property.

(b)         ab     Each parcel of developed real property included in the Land
Contract Property or Option Real Property, when and if purchased, will satisfy
all  of  the  representations  and  warranties set forth herein concerning the
Developed Real Property.  Each parcel of undeveloped real property included in
the  Land  Contract  Property  or Option Real Property, when and if purchased,
will  satisfy  all  of  the  representations  and  warranties set forth herein
concerning  the  Undeveloped  Real  Property.

(c)     ab     Schedule 4.17(c) sets forth all letters of intent and similar
proposals relating to the purchase of real property by any Pinehurst Entity or
any  entity  owned  in  whole  or in part by a Pinehurst Entity which have not
expired  or  been  terminated.

17.18          ab          Section.    Real  Property  Generally.

(a)          ab     Good and Marketable Title.  Each Pinehurst Entity or any
entity owned in whole or in part by a Pinehurst Entity has good and marketable
title  in  fee  simple  to or a valid leasehold interest in its Developed Real
Property,  Undeveloped  Real  Property,  Leased  Real  Property, Land Contract
Property  and Option Real Property (collectively, the "Real Property"), except
as  set forth on Schedule 4.18(a) and except that no Pinehurst Entity or any
entity owned in whole or in part by a Pinehurst Entity will acquire such title
to  its  Land Contract Property and Option Real Property until the acquisition
thereof.    The  Real  Property constitutes all of the real property which any
Pinehurst Entity or any entity owned in whole or in part by a Pinehurst Entity
owns  or  has  a right to acquire or in which any Pinehurst Entities or entity
owned in whole or part by a Pinehurst Entity otherwise has an interest, except
for  any  easements,  rights  of way, covenants, servitude, licenses, or other
interests,  whether  arising  by  contract,  statute,  regulation, common law,
equity,  or  otherwise  which  are  appurtenant  to  any  Real  Property.

(b)          ab      No Breach or Default.  Except as set forth in Schedule
4.18(b), no Pinehurst Entity has given nor has it received any written notice
that  a  breach  or  an  event  of default exists under or with respect to any
agreement,  arrangement,  contract,  covenant, condition, deed, deed of trust,
right-of-way, easement, mortgage, restriction, survey, title insurance policy,
and  other  document granting such Pinehurst Entity title to or an interest in
or  otherwise  affecting  the  Real  Property,  and,  to  the knowledge of the
Pinehurst  Entities  and  the  each  Stockholder,  no  condition  or event has
occurred  that  with  the  giving  of notice, the lapse of time, or both would
constitute  a breach or event of default of any such agreement or document, by
such  Pinehurst  Entity  or  any  other  Person.

(c)     ab     No Condemnation.  No condemnation, eminent domain, or similar
proceeding  exists,  is pending or, to the knowledge of the Pinehurst Entities
and the Stockholders, is threatened with respect to, or that could affect, any
Real  Property  or  its development or the construction, marketing, or sale of
dwellings  situated  thereon or the insurability or marketability of the title
thereto.

(d)      ab     Compliance with Laws.  The buildings and improvements on and
the  subdivision  of  the Real Property do not violate (i) any applicable law,
including  any  building,  set-back,  or zoning law, ordinance, regulation, or
statute,  or other governmental restriction in the nature thereof, or (ii) any
enforceable  restrictive  covenant  affecting  any  such  property.

(e)     ab     Parties in Possession.  There are no parties in possession of
any  portion  of  the  Real  Property  as  lessees,  tenants at sufferance, or
trespassers,  except  for rightful possessors of the Option Real Property, the
Leased  Real  Property,  or  the  Land  Contract  Property.

(f)     ab     Site Obligations.  Except as set forth on Schedule 4.18(f),
no Real Property is subject to any condition or obligation to any governmental
entity or other Person requiring the owner or any transferee thereof to donate
land (except for incidental rights-of-way), money or other property or to make
off-site  public  improvements.

(g)      ab     Assessments.  No developer-related charges or assessments by
any  public authority or any other Person for public improvements or otherwise
made  against  the Real Property are unpaid (other than those set forth on the
Interim  Balance  Sheet    or  incurred since the date thereof in the ordinary
course  of  business  consistent  with  past  practices),  including  without
limitation  those for construction of sewer lines, water lines, storm drainage
systems,  electric  lines,  natural  gas  lines,  streets (including perimeter
streets),  roads  and  curbs,  excluding  homeowner  association dues, utility
connection  fees,  and  per  lot  impact  fees.

(h)          ab     Subdivision Standards.  Except as set forth on Schedule
4.18(h),  the  Real  Property  and  all  lots included therein conform to the
appropriate  governmental  authority's  subdivision standards, and there is no
material impediment to subdivision approval for the Undeveloped Real Property,
such  approval  to  allow  development  of  the  Undeveloped Real Property for
construction  and  sale  of single-family and multifamily homes at the density
and  materially  in  the  manner  in  which  the  Pinehurst Entities currently
anticipate  building  thereon.

(i)       ab     Moratoria.  There is no moratorium applicable to any of the
Real  Property,  to  the extent any Pinehurst Entity plans further development
thereof,  on  (i)  the  issuance  of  building permits for the construction of
condominiums  or  houses,  or  certificates of occupancy therefor, or (ii) the
purchase of sewer or water taps to the extent any Pinehurst Entity plans or is
required  to  rely  on  public  water  or  sewer  facilities.

(j)        ab     Construction Conditions.  Except as set forth on Schedule
4.18(j),  each of the lots included in the Developed Real Property, developed
real  property  included  in  the  Land  Contract  Property and developed real
property included in the Option Real Property is stable and otherwise suitable
for the construction of a residential structure by customary means and without
extraordinary  site  preparation  measures.

(k)          ab        Certain Prior Uses.  Except as set forth on Schedule
4.18(k),  none  of  the  Real  Property  has a gravesite that will materially
impede  the  development of residential homes or condominiums and no permanent
structures  have  been  constructed  on a fill or borrow area in a manner that
materially  adversely  affects  any Pinehurst Entity's intended use thereof or
that  does  not  comply  with  any  applicable  law.

(l)     ab     Claims.  Except as set forth on Schedule 4.18(l), no action
described  in  Section 4.11 is pending or, to the knowledge of the Pinehurst
Entities  and  the  Stockholders, threatened against any Pinehurst Entity with
respect  to  any  of  the  Real  Property.    All  of  the Real Property is in
compliance  with  all applicable zoning and subdivision ordinances and none of
the  development-site  preparation and construction work performed on the Real
Property  has  concentrated  or  diverted  surface  water or percolating water
improperly  onto  or  from  the  Real  Property  in  a manner that affects any
Pinehurst  Entity's  present  or intended use thereof or the value of the Real
Property.

(m)          ab        Third Party Rights.  Except as set forth on Schedule
4.18(m),  no Pinehurst Entity has granted to any Person any contract or other
right  to  the use of any portion of the Real Property or to the furnishing or
use of any facility or amenity on or relating to the Real Property, other than
sales  contracts  in  the  ordinary  course  of  business.

(n)        ab     Zoning.  Except as set forth on Schedule 4.18(n), all of
the  Real  Property  is  zoned  to  permit  single-family  or multifamily home
construction  and  occupancy  thereon.

17.19          ab          Section.    Homeowner  Associations.

(a)     ab     Schedule 4.19 sets forth a list of all homeowner associations
in  which  any  Pinehurst  Entity  or  any  entity owned in whole or part by a
Pinehurst  Entity  has  or  has  had  declarant  rights  (the  "Homeowner
Associations")  and  all amounts owing between such Pinehurst Entity or entity
owned in whole or part by a Pinehurst Entity on the one hand and the Homeowner
Associations  on  the  other.

(b)         ab     Except as set forth on Schedule 4.19, (i) all restrictive
covenants and other documents used by any Pinehurst Entity or any entity owned
in  whole  or  part  by a Pinehurst Entity in connection with the creation and
operation  of  the Homeowner Associations (A) in which any Pinehurst Entity or
any  entity  owned  in  whole  or  part  by a Pinehurst Entity  previously had
declarant  rights  complied  in all materials respects with applicable laws at
the  time  the same were promulgated, and (B) in which any Pinehurst Entity or
any  entity  owned  in  whole  or  part  by  a Pinehurst Entity  currently has
declarant  rights  currently  comply  in all material respects with applicable
laws,  and  (ii)  all  disclosures and deliveries of information and documents
required  by  applicable  laws  as  to  such  Homeowner Associations and their
creation  and  operation  have  been  materially  complied  with.

(c)          ab          To  the  knowledge  of the Pinehurst Entities and the
Stockholders,  no  other  claims  exist by a Homeowner Association against any
Pinehurst  Entity  or any entity owned in whole or part by a Pinehurst Entity,
and  each  Homeowner  Association  has been operated, so long as any Pinehurst
Entity  or  any  entity  owned  in  whole  or  part by a Pinehurst Entity  has
participated  therein,  in  accordance  with  applicable  laws.

17.20     ab     Section.  Environmental Compliance.   Except as set forth
in  Schedule  4.20:

(a)     ab     Each Pinehurst Entity and each entity owned in whole or part by
a Pinehurst Entity has at all times complied with all applicable Environmental
Requirements  in  its  operation, development, construction and disposition of
the  Real  Property.   Further, to the knowledge of the Pinehurst Entities and
the  Stockholders,  no current or previous owner of any Real Property violated
any  Environmental  Requirements;

(b)        ab     No Hazardous Material has ever been generated, manufactured,
refined,  used,  transported, treated, stored, handled, disposed, transferred,
produced,  or  processed at, to, from or on any Real Property and no Hazardous
Material  has  ever  been  incorporated  into  any  Real  Property;

(c)         ab     There are no existing or, to the knowledge of the Pinehurst
Entities  and the Stockholders, potential Environmental Claims relating to any
Real  Property,  and no Pinehurst  Entity or any entity owned in whole or part
by  a  Pinehurst  Entity  has  received  any  notification, nor does it or any
Stockholder  have  any  knowledge  of,  any  alleged,  actual,  or  potential
responsibility  for  any  disposal,  release,  or  threatened  release  at any
location  of  any Hazardous Material generated at or transported from any Real
Property  by or on behalf of any Pinehurst Entity or any entity owned in whole
or  part  by  a  Pinehurst  Entity;

(d)        ab     (i) No underground storage tank or other underground storage
receptacle  (or  associated  equipment  or  piping) for Hazardous Materials is
currently  located  at or on any Real Property and there have been no releases
of  any  Hazardous Materials from any such underground storage tank or related
piping  at any time prior to the Closing; and (ii) there have been no releases
(i.e.,  any  past  or  present releasing, spilling, leaking, pumping, pouring,
emitting,  emptying, discharging, injecting, escaping, leaching, disposing, or
dumping)  of  Hazardous  Materials  at,  on,  to,  or  from any Real Property;

(e)      ab     There are no PCBs or friable asbestos located or contained at,
on,  or  in  any  Real  Property;

(f)       ab     No Lien has been imposed on any Real Property by any federal,
state,  local,  or  foreign governmental agency or authority due to either the
presence  of  any  Hazardous  Material  on,  off, or in the Real Property or a
violation  of  any  Environmental  Requirement;

(g)       ab     No Pinehurst Entity or any entity owned in whole or part by a
Pinehurst  Entity  has  received  any notices issued pursuant to the citizen's
suit provision of any Environmental Requirement relating to any Real Property;

(h)       ab     No Pinehurst Entity or any entity owned in whole or part by a
Pinehurst  Entity    has received any request for information, notice, demand,
letter,  administrative  inquiry,  formal or informal complaint, or claim with
respect  to  any  Environmental  Conditions  or violation of any Environmental
Requirement  relating  to  any  Real  Property;

(i)          ab          There have been no environmental investigations, site
assessments  or  audits, or soil or groundwater sampling conducted at any Real
Property  by  any  Pinehurst  Entity or any entity owned in whole or part by a
Pinehurst  Entity,  or,  to  the  Pinehurst  Entities'  and  the Stockholders'
knowledge,  by  any  other  Person.

(j)      ab     None of the Real Property on which any Pinehurst Entity or any
entity  owned  in  whole or part by a Pinehurst Entity  intends to construct a
residential  dwelling  is  located  within  a  "critical,"  "preservation,"
"conservation"  or  similar  type  of  area  which  will  affect   the present
development plans therefor.  No wetlands exist which will restrict development
of  any  of  the  Real Property as contemplated by any Pinehurst Entity or any
entity owned in whole or part by a Pinehurst Entity nor render the cost of its
development of any Real Property materially in excess of such entity's  budget
therefor.    No portion of the Real Property which any Pinehurst Entity or any
entity  owned  in whole or part by a Pinehurst Entity has developed or intends
to  develop  for  residential  lots  and dwellings is situated within a "noise
cone"  such that the Federal Housing Administration will not approve mortgages
due  to  the  noise  level  classification  of  such  real property.  Any Real
Property which cannot be developed in accordance with its official development
plan  and  preliminary  plot  without  materially increasing development costs
above those contemplated any  Pinehurst Entity or any entity owned in whole or
part by a Pinehurst Entity or materially delaying construction shall be listed
on  Schedule  4.20.

17.21          ab          Section.    Contracts.

(a)          ab     Schedule 4.21(a) lists all material contracts and leases
(other  than those described in Schedule 4.13, Schedule 4.16 and Schedule
4.17(a)), including all amendments thereto, to which any Pinehurst Entity is
a  party  (all  the contracts, leases and amendments thereto listed on 4.13,
4.16,  Schedule  4.17(a)  and  4.21(a)  are  defined as the "Contracts")
including,  but  not  limited  to  all;

(1)     ab     Loans, lines of credit, letters of credit, security agreements,
pledges,  mortgages,  hypothecations,  loan  agreements,  guaranties, or other
payment  or  collateral  obligations;

(2)          ab          Agreements  of  guaranty  or  indemnification;

(3)     ab     Agreements, contracts, and commitments containing any covenant,
 condition, or promise limiting the right of any Pinehurst Entity to engage in
any  activity  or  compete  with  any  Person;

(4)          ab        Written employment agreements, contracts, policies, and
commitments  with  or  between  any Pinehurst Entity and any of its employees,
directors,  or  officers,  including  without  limitation  those  relating  to
severance;

(5)          ab         Material written agreements with employees as a group;

(6)          ab     Contracts with subcontractors and other service providers;

(7)       ab     Contracts with suppliers and vendors of parts, equipment, and
other  items  used by any Pinehurst Entity in the ordinary course of business;
and

(8)          ab          Joint  venture  or  partnership  agreements.

(b)       ab     All of the Contracts are valid and binding obligations of the
applicable  Pinehurst  Entity,  are  enforceable  in  accordance  with  their
respective  terms,  are  in  full  force  and  effect and, except as otherwise
specified  in  Schedule  4.21(a),  will  continue  in  full force and effect
without  the  consent  of  any  other  party  so  that, after the Closing, the
Purchaser  will be entitled to the full benefits thereof.  Except as set forth
in Schedule 4.21(b), (i) none of the Contracts contain any provision that is
triggered by any of the transactions contemplated by this Agreement; (ii) none
of  the Contracts contain a provision imposing a penalty if any of the amounts
due thereunder are prepaid; (iii) there is not any existing default or, to the
knowledge  of  the Pinehurst Entities and the Stockholders, event which, after
notice  or  lapse  of time, or both, would constitute a default or result in a
right  to accelerate or loss of rights; (iv) to the knowledge of the Pinehurst
Entities  and  the  Stockholders,  none  of  the  material suppliers, vendors,
subcontractors  or  service  providers  used  by  any Pinehurst Entity has, or
intends  to,  terminate  or  change  significantly  its  relationship with any
Pinehurst Entity.  Copies of the Contracts in written form have been delivered
or  will  be  delivered  to  the  Purchaser  prior  to  the  Closing.

17.22      ab     Section.  Accounts and Notes Receivable.   The Pinehurst
Entities  on  or  before  the  Closing will deliver to the Purchaser a list of
Accounts  Receivable owing to each Pinehurst Entity from its customers and all
other  parties  as  of  the  date of Closing with such list to be set forth in
Schedule  4.22.   Such list shall include the amount of the obligation, date
the  obligation  was  created,  date  when  the  obligation  is  due,  and any
applicable  penalties  or  discounts.  No Pinehurst Entity nor any Stockholder
has  any knowledge of any facts or circumstances which will interfere with the
collection  of  Accounts  Receivable  in  accordance  with  their  terms.

17.23      ab     Section.  Permits.   Each Pinehurst Entity possesses all
franchises,  licenses, permits, certificates, approvals, consents, clearances,
notifications,  registrations,  and  other authorizations necessary to conduct
its  business operations as now conducted (the "Permits").  Except as provided
in  Schedule  4.23,  all  builder's permits are freely transferable and will
continue  in  full  force and effect without the consent of any other party so
that,  after  the Closing, the Purchaser will be entitled to the full benefits
of  any  such  builder's  permits.

17.24     ab     Section.  Intellectual Property.   Except as set forth in
Schedule  4.24,  each  Pinehurst  Entity  owns  or  has the right to use all
corporate  names,  trade  names,  trademarks,  service  marks,  mailing lists,
copyrights,  works  of  art,  trade  secrets,  computer  programs,  know-how,
proprietary  processes  and  formulae,    technology and all other proprietary
technical  information,  whether  patentable  or  unpatentable,  and  all
applications  and  registrations of the foregoing (collectively, "Intellectual
Property"),  necessary  to  conduct  the  business of each Pinehurst Entity as
presently  operated.    Schedule  4.24  also  contains  a  list  and  brief
description  of  (i)  all Intellectual Property in written form which has been
registered with any state trademark office, with the U.S. Patent and Trademark
Office or with the U.S. Copyright Office and (ii) all computer programs having
a  cost  to any Pinehurst Entity in excess of One Thousand Dollars ($1,000.00)
per  copy.   Except as set forth in Schedule 4.24, each copyright claimed to
be  owned  by  any Pinehurst Entity relating to a work of art created prior to
January  1, 1978 has been properly registered by the Pinehurst Entity claiming
ownership  with  the  U.S. Copyright Office.  Except as set forth in Schedule
4.24,  no  Pinehurst  Entity is infringing upon or otherwise acting adversely
to,  or  engaging  in  the  unauthorized  use  or  misappropriation  of,  any
Intellectual  Property,  rights  of  publicity, or rights of privacy which are
owned  by any other Person, and there is no claim or action by any such Person
pending  or  threatened  with  respect  thereto.

17.25         ab     Section.  Labor Relations: Employees.   As of May 29,
1998,  the  Pinehurst  Entities  employed  a total of 84 employees.  As of the
Closing  Date,  except  as  set  forth  in  Schedule  4.25:

(a)     ab     Each Pinehurst Entity has paid in full or accrued to all of its
employees  all wages, salaries, commissions, bonuses, fringe benefit payments,
and  all  other  direct and indirect compensation of any kind for all services
performed  by  them  and  each  of  them  to  the  date  hereof;

(b)        ab     Each Pinehurst Entity is in compliance with (i) all federal,
state,  county,  and  local  laws,  ordinances,  and  regulations dealing with
employment  and employment practices of any kind, and (ii) all wages and hours
requirements  and  regulations;

(c)          ab          There  is  no  unfair labor practice, safety, health,
discrimination,  or  wage  claim,  charge,  complaint,  or  suit  pending  or
threatened against or involving any Pinehurst Entity before the National Labor
Relations  Board,  Occupational  Safety  and  Health  Administration,  Equal
Employment  Opportunity Commission, Department of Labor, or any other federal,
state,  county  or  local  agency;

(d)      ab     There is no labor dispute, strike, work stoppage, interference
with production, or slowdown in progress, threatened against, or involving any
Pinehurst  Entity;

(e)     ab     There is no question of representation under the National Labor
Relations  Act,  as  amended,  or  any  state equivalent thereof, pending with
respect  to  the  employees  of  any  Pinehurst  Entity;

(f)      ab     There is no grievance pending or threatened which might have a
material  adverse  effect  on  any  Pinehurst Entity, or on the conduct of the
business  of  any  Pinehurst  Entity;

(g)        ab     There exists no collective bargaining agreement to which any
Pinehurst  Entity  is a party, and there is no collective bargaining agreement
currently  being  negotiated,  subject to negotiation, or renegotiation by any
Pinehurst  Entity;  and

(h)          ab      There is no dispute, claim, or proceeding pending with or
threatened  by  the Immigration and Naturalization Service with respect to any
Pinehurst  Entity.

17.26          ab          Section.    Employee  Benefit  Plans.

(a)          ab       Schedule 4.26, attached hereto and made a part hereof,
contains  a  list  of  each  (i)  employee welfare benefit plan (as defined in
Section  3(1)  of  ERISA (hereinafter referred to as "Employee Welfare Benefit
Plan")  and  (ii) employee pension benefit plan (as defined in Section 3(2) of
ERISA) (hereinafter referred to as "Employee Pension Benefit Plan"), (A) which
was  maintained  or  administered by any Pinehurst Entity immediately prior to
the  Closing, (B) to which any Pinehurst Entity contributed to, or was legally
obligated  to  contribute  to  immediately  prior to the Closing, or (C) under
which  any  Pinehurst  Entity  had any liability immediately prior to Closing,
with  respect  to its current or former employees or independent contractors. 
Solely for purposes of this Section 4.26, the Employee Welfare Benefit Plans
and  Employee  Pension Benefit Plans are collectively referred to as "Employee
Benefit  Plans"  and  individually  referred to as an "Employee Benefit Plan".

(b)     ab     Each Pinehurst Entity on or before the Closing will provide the
Purchaser  with  true  and  correct  copies  of (i) all Employee Benefit Plans
listed on Schedule 4.26, including all amendments thereto, and (ii) the most
recent  summary  plan  description  for  each  Employee  Benefit  Plan.

(c)          ab     Each of the Employee Benefit Plans is in compliance in all
material respects with the applicable provisions of ERISA and those provisions
of  the  Code  applicable  to  the  Employee  Benefit Plans, and each Employee
Benefit  Plan  intended to be qualified under Section 401(a) of the Code is so
qualified.  None of the Employee Benefit Plans is subject to Title IV of ERISA
or  to  Section 412 of the Code.  All contributions to, and payments from, the
Employee  Benefit  Plans which may have been required to be made in accordance
with  the  Employee  Benefit Plans or the Code have been timely made.  Each of
the  Employee Benefit Plans has been administered at all times in all material
respects in accordance with its terms.  There are no pending investigations by
any  governmental  agency involving the Employee Benefit Plans, no termination
proceedings involving the Employee Benefit Plans, and no threatened or pending
claims  (except for claims for benefits payable in the normal operation of the
Employee  Benefit  Plans),  suits, or proceedings against any Employee Benefit
Plan  or  assertion  of  any  rights  or claims to benefits under any Employee
Benefit Plan.  All IRS/DOC Form 5500s for each Employee Benefit Plan have been
timely  filed.

(d)     ab     No Employee Benefit Plan fiduciary has engaged in a "prohibited
transaction"  (as  that term is defined in Section 4975 of the Code or Section
406  of  ERISA)  which  could  subject any Employee Benefit Plan to the tax or
penalty  on  prohibited  transactions imposed by Section 4975 or the sanctions
imposed  under  Title  I  of  ERISA.

(e)          ab          No Pinehurst Entity is obligated to contribute to any
multi-employer  plan  (as  defined  in  ERISA  Section  3(37)).

(f)     ab     Each Pinehurst Entity has complied with the requirements of the
Consolidated  Omnibus  Budget  Reconciliation  Act  of  1985,  as  amended
(hereinafter  referred  to  as  ("COBRA"))  and  the  rules  and  regulations
thereunder.    Each  Stockholder  shall  be  solely responsible and liable for
providing  any  and  all  benefits  to  employees  or others (or their covered
dependents)  of  such  Pinehurst  Entity required under COBRA arising from any
qualifying  event  as defined under Code Section 4980B(f)(3) and ERISA Section
603  occurring  on  or  before  Closing.

17.27        ab     Section.  Warranty Liability.   Except as set forth in
Schedule  4.27,  no Pinehurst Entity has (a) incurred any costs in regard to
any  Warranty  Liability  at  any  time,  (b) has been notified, in writing or
orally, of any pending or potential Warranty Liability which has arisen or may
arise  in  the  future,  nor  (c)  has any reason to anticipate any pending or
potential  Warranty  Liability.

17.28         ab     Section.  Conduct of the Corporation Since the Interim
Balance  Sheet  Date.      Since the Interim Balance Sheet Date, no Pinehurst
Entity  has:

(a)      ab     incurred any liability, other than liabilities incurred in the
normal  and  ordinary  course  of  business  consistent with past practice, or
discharged  or  satisfied  any  Lien  or paid any liability, other than in the
normal  and  ordinary  course  of  business  consistent with past practice, or
failed  to  pay  or discharge when due any liabilities of which the failure to
pay  or  discharge  has  caused  or  will cause any material damage or risk of
material  loss  to  it  or  any  of  its  Assets;

(b)     ab     sold, encumbered, assigned or transferred any Asset which would
have  been  included  in  the  Assets, except for the sale of single family or
multi-family  homes  in  the normal and ordinary course of business consistent
with  past  practice;

(c)       ab     created, incurred, assumed or guaranteed any indebtedness for
borrowed  money,  or  mortgaged, pledged or subjected any of its Assets to any
Lien;

(d)       ab     made or suffered any amendment or termination of any material
agreement,  contract,  commitment,  lease or plan to which it is a party or by
which  it  is  bound, or cancelled, modified or waived any substantial debt or
claim  held by it or waived any right of material value, whether or not in the
normal  and  ordinary  course  of  business  consistent  with  past  practice;
(e)       ab     declared, set aside or paid any dividend or made or agreed to
make  any  other  distribution  or payment in respect of the securities of any
Pinehurst  Entity  or  issued,  redeemed,  purchased  or otherwise acquired or
agreed  to  issue,  redeem, purchase or acquire any of its shares or any other
securities;

(f)          ab       suffered any damage, destruction or loss, whether or not
covered  by  insurance,  (i)  materially and adversely affecting its business,
operations,  Assets  or  prospects or (ii) of any item or items carried on its
books  of  account  individually  or  in the aggregate at more than $5,000, or
suffered  any  repeated,  recurring  or  prolonged  shortage,  cessation  or
interruption  of supplies or utility or other services required to conduct its
business  and  operations;

(g)          ab     made commitments or agreements for capital expenditures or
capital  additions  or  betterments  exceeding in the aggregate $5,000, except
such  as may be involved in ordinary repair, maintenance or replacement of its
Assets;

(h)        ab     increased the salaries or other compensation of, or made any
advance  (excluding  advances for ordinary and necessary business expenses) or
loan  to,  any  of  its employees or made any increase in, or any addition to,
other  benefits  to  which  any  of  its  employees  may  be  entitled;

(i)       ab     instituted, granted or modified in any respect any (i) bonus,
incentive  compensation,  service award or other like benefit granted, made or
accrued,  contingently  or  otherwise,  for  or to the credit of any personnel
engaged  in  the business of any Pinehurst Entity, (ii) Employee Benefit Plan,
retirement plan, profit-sharing plan or similar payment or arrangement made or
agreed to by any Pinehurst Entity for any personnel engaged in the business of
any  Pinehurst Entity other than in the normal and ordinary course of business
consistent  with  past  practice,  or  (iii) new employment agreement with any
personnel  engaged  in  the  business  of  any  Pinehurst  Entity to which any
Pinehurst  Entity  is  a  party;

(j)      ab     changed any of the accounting principles followed by it or the
methods  of  applying  such  principles;

(k)          ab      entered into any transaction other than in the normal and
ordinary  course  of  business  consistent  with  past  practice;  or

(l)          ab          suffered any material adverse change in its business,
operations,  Assets,  prospects  or  condition  (financial  or  otherwise).

17.29         ab     Section.  Outstanding Debt and Related Matters.   All
outstanding  Debt  of  each  Pinehurst  Entity is set forth on Schedule 4.29
("Existing  Debt").    There  exists  no  default  under the provisions of any
instrument evidencing such Existing Debt or of any agreement relating thereto,
except  as  listed on Schedule 4.29.  No Pinehurst Entity or any Stockholder
has guaranteed any obligation of any Person, and except as listed on Schedule
4.29,  neither  the  Stockholders  nor  any  other  Person has guaranteed any
obligation  of  any  Pinehurst  Entity,  including obligations with respect to
Existing  Debt.

17.30     ab     Section.  Power of Attorney.   Schedule 4.30 contains a
list  of the names of all Persons holding general or special written powers of
attorney  from  any  Pinehurst  Entity  and  a  summary  of the terms thereof.

17.31     ab     Section.  Absence of Certain Business Practices.   Except
as set forth on Schedule 4.31, within the 10 years immediately preceding the
date  of  this  Agreement, none of the Pinehurst Entities, the Stockholders or
the  personnel  or  other Persons acting on behalf of any of them has given or
agreed  to  give,  directly  or indirectly, any gift or similar benefit to any
customer, supplier, governmental employee, or other Person who is or may be in
a  position  to help or hinder the business of any Pinehurst Entity (or assist
any  Pinehurst  Entity  in  connection with any actual or proposed transaction
relating  to  its  Business),  which might subject any Pinehurst Entity to any
damage  or  penalty  in  any  civil,  criminal,  or governmental litigation or
proceeding  or  which,  if  not  continued  in the future, may have a material
adverse  effect  on  its  business.

17.32     ab     Section.  Minute Book and Stock Record Book.   The minute
books  of each of the Pinehurst Entities contain complete and accurate records
of  all  official  meetings  and  other  official  corporate  actions  of  its
stockholders  and  board  of  directors,  including committees of the board of
directors.    The  stock  record  book  of  each  Pinehurst Entity, contains a
complete  and  accurate record of all transactions involving equity securities
issued  by  it.    All  other material books and records each of the Pinehurst
Entities  are  complete  and  accurate  in  all  material  respects.

17.33          ab      Section.  Directors and Officers.   Schedule 4.33
attached hereto identifies all of the directors and officers of each Pinehurst
Entity  on  the  date  hereof.

17.34       ab     Section.  S Corporation Status.   Each Pinehurst Entity
is a small business corporation within the meaning of Section 1361 of the Code
and has had in effect since its initial date of incorporation a valid election
to  be treated as an "S" corporation for federal income tax purposes under the
Code  and  in  the  jurisdictions  listed on Schedule 4.34, and no Pinehurst
Entity  nor  any  Stockholder has taken or caused or permitted to be taken any
action  that  would  have  caused a termination of any such S election for any
period.

17.35       ab     Section.  Investment Intent.   Each Stockholder, who is
entitled  to Consideration Shares pursuant to Section 3.01, is acquiring the
Consideration  Shares to which he may entitled pursuant to Section 3.01, for
his  own  account for the purpose of investment and not with a view to, or for
sale  in  connection  with, any distribution thereof within the meaning of the
Securities  Act.    Each  Stockholder, who is entitled to Consideration Shares
pursuant  to  Section  3.01,  acknowledges  and agrees that the certificates
representing the Consideration Shares shall bear a legend in substantially the
following  form:

"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES  ACT  OF  1933, AS AMENDED, OR ANY STATE OR FOREIGN SECURITIES LAWS
AND  MAY  NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH."

17.36      ab     Section.  Access to Information.   Each Stockholder, who
is  entitled  to Consideration Shares pursuant to Section 3.01, has received
and  reviewed  a copy of Crossmann's Annual Report on Form 10-K for the fiscal
year  ending  December  31, 1997 and the proxy statement relating to Crossmann
1998  Annual  Meeting  of  Stockholders.   Each Stockholder who is entitled to
Consideration  Shares pursuant to Section 3.01 has had an opportunity to the
ask  questions  of,  and  receive  answers  from,  the management of Crossmann
concerning  the  operations  and  financial  condition  of  Crossmann  and its
business  to  make an informed decision to invest in the Consideration Shares.

17.37     ab     Section.  Accredited Investor.   Each Stockholder, who is
entitled to Consideration Shares pursuant to Section 3.01, is an "accredited
investor"  as  the  term is defined by Rule 501 of Regulation D promulgated by
the  Commission.

17.38          ab     Section.  Sophistication of Each Stockholder.   Each
Stockholder,  who  is  entitled  to  Consideration Shares pursuant to Section
3.01,  has  such  knowledge  and experience in financial and business matters
that  he is capable of evaluating the merits and risks of an investment in the
Consideration  Shares and has been advised by professional advisors, including
attorneys  and  accountants,  with  respect  to  all  aspects  of  owning  the
Consideration  Shares, including the impact of all relevant securities and tax
laws  on  such  ownership.

17.39          ab      Section.  Letters of Intent and Sale Discussions.  
Except  for the Letter of Intent by and between Crossmann, Pinehurst Entities,
River  Oaks,  True  Blue,  James  T.  Callihan, Ralph R. Teal, Jr., Jeffrey H.
Skelley,  and H. Gilford Edwards, dated April 1, 1998, no Pinehurst Entity has
entered  into  any  binding  letter  of intent nor other agreement pursuant to
which such Pinehurst Entity has agreed to merge or consolidate, in whole or in
part,  with  any  other  Person,  sell  or  exchange  any of the stock of such
Pinehurst  Entity,  or  sell,  transfer, or assign any asset of such Pinehurst
Entity,  except  for  sales  of  residential homes or condominiums made in the
ordinary  course  of  business.

17.40       ab     Section.  Distributions.   No Pinehurst Entity has made
any  distributions  to  its  Stockholders  since  April  30,  1998.
17.41        ab     Section.  Closings.   Except as set forth on Schedule
4.41,  no  Pinehurst Entity has closed the sale of any multifamily unit since
April  30,  1998.

17.42        ab     Section.  Brokers Commissions.   With the exception of
the  fee  owed  to  Michael  P.  Kahn  & Associates, LLC, no Pinehurst Entity,
Stockholder  nor  any  Person  acting on behalf of any Pinehurst Entity or any
Stockholder has agreed to pay a commission, finder's fee or similar payment in
connection  with  this  Agreement or any matter related hereto to any Person. 
The  Stockholders  shall  be responsible for and shall pay all amounts owed to
Michael  P.  Kahn  &  Associates,  LLC.

17.43          ab          Section.   Due Diligence.   With respect to all
representations  and  warranties  which are qualified "to the knowledge of the
Pinehurst  Entities and/or the Stockholders," "known to the Pinehurst Entities
and/or  the  Stockholders," or words of similar import, the Pinehurst Entities
and  the  Stockholders  each have made reasonable investigation of the subject
matter  of  the  representation  of warranty and, where appropriate, conferred
with  appropriate  personnel  and/or  examined  appropriate  documents.

17.44       ab     Section.  Disclosure.   This Agreement and the Exhibits
and  Schedules  attached  hereto  do  not  contain  any untrue statements of a
material  fact  or  omit  to  state  a  material  fact  necessary  to make the
statements  contained  herein  or  therein  not  misleading.

17.45      ab     Section.  Survival.   All representations and warranties
contained  in  this Agreement, except those in Sections 4.07, 4.10, 4.20
4.26  and  4.34  shall  survive  the  execution, delivery, and performance
hereof  for  a  period  of three (3) years after the Closing Date, provided,
however,  that  the  representations  contained  in  Section  4.07 and the
Stockholders'  obligation  to indemnify the Purchaser with respect to a breach
thereof  shall  survive  indefinitely,  provided,  further,  that  the
representations contained in Section 4.10, Section 4.26 and Section 4.34
and  the Stockholders' obligation to indemnify the Purchaser with respect to a
breach  thereof  shall  survive  for  so  long  as  the  applicable statute of
limitations; and, provided, further, that the representations contained in
Section  4.20  relating  to  environmental  matters  and  the  Stockholders'
obligation  to  indemnify the Purchaser with respect to a breach thereof shall
survive  for  so long as any environmental regulatory authority shall have the
power  to  make  any  claim, assessment or reassessment with respect thereto. 
Notwithstanding the foregoing, the representations contained in Section 4.20
relating  to  environmental  matters  and  the  Stockholders'  obligation  to
indemnify  the  Purchaser  with  respect  to  a breach thereof relating to any
specific  property  shall survive for a period of five (5) years from the date
on  which  the Stockholders have delivered, which delivery may occur after the
Closing,  to  Purchaser  and  the  Purchaser  has accepted in writing from the
Stockholders  a  reasonably acceptable "Phase I" environmental site assessment
relating  to  that  property,  as  provided  for  in  Section  6.08.

17.46          ab         Section.  Other Limitations.   The Stockholders'
liability  for  a  breach  of  a  representation or warranty contained in this
Agreement  shall  be  limited  as  provided  for  in  Section  6.09.

                             XVIII     abARTICLE

               REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

     As  a  material inducement to the Pinehurst Entities and the Stockholders
to  enter  into this Agreement and to consummate the transactions contemplated
by  this  Agreement,  the  Purchaser  represents and warrants to the Pinehurst
Entities  and  the  Stockholders  that:

18.01       ab     Section.  Authority: Consent.   Each of the Company and
Crossmann  has  the  full capacity, right, power, and authority to enter into,
execute,  and  deliver  this  Agreement,  to  consummate  the  transactions
contemplated  by  this  Agreement and to comply with and fulfill the terms and
conditions of this Agreement.  The execution and delivery of this Agreement by
the Company and Crossmann and the consummation by the Company and Crossmann of
the  transactions contemplated herein have been duly and validly authorized by
all  necessary  actions  on the part of the boards of directors of the Company
and  Crossmann.   This Agreement constitutes a valid and binding obligation of
the Company and Crossmann, enforceable against each of them in accordance with
its  terms and conditions, subject as to enforcement to applicable bankruptcy,
insolvency,  reorganization,  and  other similar laws of general applicability
relating  to  or  affecting  creditors rights generally.  No further action is
necessary by the Company or Crossmann to make this Agreement valid and binding
upon  the  Company  and  Crossmann  and  enforceable  against  the Company and
Crossmann in accordance with the terms hereof or to carry out the transactions
contemplated  hereby.    Neither the execution and delivery of this Agreement,
nor  the  consummation of the transactions contemplated hereby, nor compliance
by  the  Company  and  Crossmann  with any of the provisions of this Agreement
will:

(a)         ab     Conflict with, violate, result in a breach of, constitute a
default  under (or an event which, with notice or lapse of time or both, would
constitute a default), or give rise to any right of termination, cancellation,
or  acceleration under any of the terms, conditions or provisions of any note,
Lien,  bond,  mortgage,  indenture,  license,  lease,  contract,  commitment,
agreement,  understanding,  arrangement,  restriction,  or other instrument or
obligation to which either the Company or Crossmann is a party or by which the
Company,  Crossmann  or  any  of  their respective properties or assets may be
bound;

(b)          ab      Violate any law, rule, or regulation of any government or
governmental  agency  or  body,  or  any judgment, order, writ, injunction, or
decree  of  any  court,  administrative agency, or governmental agency or body
applicable  to  the  Company, Crossmann or any of their respective properties,
assets,  outstanding  shares  or  other  securities;  or

(c)         ab     Constitute an event which, with or without notice, lapse of
time,  or  action  by  a third party, could result in the creation of any Lien
upon any of the assets or properties of the Company or Crossmann, or cause the
maturity  of any liability, obligation, or debt of the Company or Crossmann to
be  accelerated  or  increased.

18.02      ab     Section.  Consents and Approvals.   Except as set out in
Schedule  5.02,  the execution and delivery of this Agreement by the Company
and  Crossmann  and  the  consummation  by  the  Company  and Crossmann of the
transactions  contemplated  hereby will not require any notice to, or consent,
authorization,  or  approval  from  any court or governmental authority or any
other  third  party.    Any  and  all  notices,  consents, authorizations, and
approvals  set  forth  in  Schedule  5.02  have  been  made  and  obtained.

18.03          ab     Section.  Corporate Organization.   The Company is a
corporation duly incorporated, validly existing and in good standing under the
laws  of  the  State  of  North  Carolina  and is a wholly-owned subsidiary of
Crossmann.  Crossmann is a corporation incorporated and validly existing under
the  laws  of  the State of Indiana, for which the most recent required annual
report  under Indiana Business Corporation Law has been filed with the Indiana
Secretary  of  State, and for which no Articles of Dissolution appear as filed
with  the  Indiana  Secretary  of  State's  records.

18.04       ab     Section.  SEC Documents and Other Reports.    Crossmann
has  filed all periodic reports required to be filed by it with the Commission
(the  "SEC  Documents").    As  of  their  respective dates, the SEC Documents
complied  in all material respects with the requirements of the Securities Act
or  the  Exchange  Act,  as  the  case  may  be, and none of the SEC Documents
contained  any  untrue  statement  of  a material fact or omitted to state any
material  fact  required  to  be  stated  therein  or  necessary  to  make the
statements  therein, in light of the circumstances under which they were made,
not  misleading.   The consolidated financial statements of Crossmann included
in  the  SEC  Documents  complied as to form in all material respects with the
applicable  accounting requirements and the published rules and regulations of
the  Commission  with  respect  thereto, have been prepared in accordance with
generally accepted accounting principals (except, in the case of the unaudited
statements,  as permitted by Form 10-Q of the Commission) consistently applied
throughout  the periods involved (except as may be indicated therein or in the
notes thereto) and fairly present the consolidated financial position, results
of operations and cash flows of Crossmann and its consolidated subsidiaries as
of the dates or for the periods indicated therein, subject, in the case of the
unaudited  statements, to normal year-end audit adjustments and the absence of
footnote  disclosure.   Since December 31, 1997, the Acquiror has not made any
change  in  the accounting practices or policies applied in the preparation of
its  financial  statements.

18.05         ab     Section.  Shares.   The issued and outstanding common
shares  of  Crossmann  are,  and the Consideration Shares when issued will be,
duly  authorized  validly  issued,  fully  paid  and  non-assessable.    The
Consideration  Shares will not be issued in violation of any preemptive rights
held  by  any  shareholder  of  Crossmann.

                              XIX     abARTICLE

                               INDEMNIFICATION

19.01          ab     Section.  Indemnification by the Stockholders.   The
Stockholders  shall  jointly  and  severally  indemnify  and hold harmless the
Purchaser,  and their respective successors, shareholders, partners, officers,
directors,  affiliates,  and  agents  from  and  against  any and all damages,
losses,  obligations,  demands,  liabilities, claims, encumbrances, penalties,
costs,  and  expenses,  including  reasonable  attorneys'  fees and costs (and
reasonable  attorneys'  fees  and costs in respect of any suit to enforce this
provision  if the Purchaser prevails in such suit) (each an "Indemnity Loss"),
arising  from or relating to (a) any misrepresentation in or any breach of any
representation  or warranty of any Pinehurst Entity or any Stockholder, or any
breach  or  failure  of any Pinehurst Entity or any Stockholder to perform any
covenant or obligation of any Pinehurst Entity or any Stockholder contained in
this  Agreement  or  any  related  agreement,  instrument,  document, exhibit,
schedule,  or  certificate  furnished  or  required  to  be  furnished  by any
Pinehurst  Entity  or  any  Stockholder  pursuant  to  this  Agreement, or any
nonfulfillment  of  any of the covenants or agreements of any Pinehurst Entity
or  any  Stockholder contained in this Agreement, (b) any misrepresentation in
or  any  breach  of  any representation or warranty of River Oaks or any River
Oaks  Stockholder,  or  any  breach or failure of River Oaks or any River Oaks
Stockholder  to perform any covenant or obligation of River Oaks or any  River
Oaks  Stockholder  contained in the River Oaks Merger Agreement or any related
agreement,  instrument,  document, exhibit, schedule, or certificate furnished
or  required  to  be  furnished  by  River  Oaks or any River Oaks Stockholder
pursuant  to  the River Oaks Merger Agreement, or any nonfulfillment of any of
the  covenants  or  agreements  of  River  Oaks  or any River Oaks Stockholder
contained  in the River Oaks Merger Agreement; (c) any misrepresentation in or
any  breach  of  any  representation or warranty of True Blue or any True Blue
Member,  or  any  breach  or  failure  of True Blue or any True Blue Member to
perform  any  covenant  or  obligation  of  True  Blue or any True Blue Member
contained  in  the  True  Blue Agreement or any related agreement, instrument,
document,  exhibit,  schedule,  or  certificate  furnished  or  required to be
furnished  by  True  Blue  or  any  True Blue Member pursuant to the True Blue
Agreement, or any nonfulfillment to any of the covenants or agreements of True
Blue  or  any  True  Blue Member contained in the True Blue Agreement; (d) any
breach  of  any of the terms and conditions of any Noncompetition Agreement by
the  Stockholders,  CTS  Real  Estate  or  South  Brunswick  Farms,  LLC,  as
appropriate;  (e)  any  breach  of  any of the terms of the Cox Noncompetition
Agreement by Tony K. Cox; (f) any agreements, written or oral, that True Blue,
or  any  of  the  members,  may  have with Floyd, Jones or Jack Jones; (g) any
agreements,  written  or  oral,  that Beach Vacations or CB Communications may
have with Floyd and/or Jack Jones, (h) any lawsuit filed against any Pinehurst
Entity,  River  Oaks or True Blue on or before the Closing Date or any lawsuit
brought  subsequent  to the Closing Date asserting claims related to a lawsuit
filed  before  the  Closing  Date,  including, but not limited to the lawsuits
listed  on  Schedule  6.01;  (i)  any Warranty Liability and (j) any and all
actions, suits, investigations, proceedings, demands, assessments, audits, and
judgments  arising  out  of  any  of  the  foregoing.

19.02          ab        Section.  Indemnification by the Purchaser.   The
Purchaser  shall  indemnify  and  hold  harmless  the  Stockholders  and their
respective  successors and their respective partners, officers, directors, and
agents  from  and  against  any  and  all  Indemnity  Losses resulting from or
relating  to  (a) any misrepresentation in or any breach of any representation
or  warranty  of  the  Purchaser, or any breach or failure of the Purchaser to
perform  any  covenant  or  obligation  of  the  Purchaser  contained  in this
Agreement  or  any related agreement, instrument, document, exhibit, schedule,
or certificate furnished or required to be furnished by the Purchaser pursuant
to  this Agreement or in connection with the transactions contemplated by this
Agreement,  or any nonfulfillment of any of the covenants or agreements of the
Purchaser  contained  in  this  Agreement,  (b)  any  and  all suits, actions,
investigations,  proceedings,  demands,  assessments,  audits,  and  judgments
arising  out  of  any  of  the  foregoing.

19.03          ab         Section.  Notice.   If an indemnified party (the
"Claimant")  believes  that it has suffered or incurred any Indemnity Loss, it
shall  so  notify  the  party which the Claimant believes has an obligation to
indemnify  (the "Indemnifying Party") promptly in writing describing such loss
or  expense,  the  amount  thereof, if known, and the method of computation of
such  loss or expense, all with reasonable particularity (the "Indemnification
Notice").    If any action at law, suit in equity, or administrative action is
instituted  by  or  against  a  third party with respect to which the Claimant
intends  to  claim  any  liability  or expense as an Indemnity Loss under this
Article  VI,  it  shall promptly notify the Indemnifying Party in writing of
such  action  or  suit describing the alleged basis of the action or suit, the
amount of the alleged loss or expense, if known, and the method of computation
of  such  loss  or expense, all with reasonable particularity (the "Litigation
Notice")  in  lieu  of  an  Indemnification  Notice.  To the extent failure to
promptly  notify  the Indemnifying Party of such action or suit can reasonably
be  deemed  to  increase  the  liability  or  expense  to  the  Claimant,  the
Indemnifying Party shall not be obligated to reimburse Claimant for the amount
of  the  increase  in  liability  or  expense.

19.04          ab          Section.    Arbitration.

(a)       ab     If the Indemnifying Party does not agree that the Claimant is
entitled to reimbursement for the full amount specified in the Indemnification
Notice  or Litigation Notice, as the case may be, the Indemnifying Party shall
notify the Claimant (the "Disagreement Notice") within twenty (20) days of its
receipt  of  the  Indemnification Notice or Litigation Notice, as the case may
be.    Failure  to  deliver  a Disagreement Notice in a timely manner shall be
considered  an  express  acknowledgment  by  the  Indemnifying  Party  of  its
obligation  to  indemnify  and  hold harmless the Claimant with respect to the
Indemnity  Loss  set  forth  in  the  Indemnification Notice or the Litigation
Notice,  as  the  case may be.  At any time after delivery of the Disagreement
Notice,  either  the  Claimant  or the Indemnifying Party may notify the other
that  the  determination  as  to  whether  and  in what amount the Claimant is
entitled  to indemnification from the Indemnifying Party shall then be made by
an  arbitration tribunal (the "Arbitration Notice").  The arbitration tribunal
shall consist of three arbitrators, one to be selected by the Claimant, one to
be selected by the Indemnifying Party, and the third arbitrator to be selected
by  the  other  two arbitrators.  The arbitrators shall each be independent of
the  parties  and reasonably experienced in conducting arbitration proceedings
relating  to  similar  matters  and  all  arbitrators shall be selected within
thirty  (30)  days  of the delivery of the Arbitration Notice.  An arbitration
hearing  shall  then  be  held within thirty (30) days of the selection of the
third  arbitrator, and the arbitration tribunal shall render its determination
as  to  whether and in what amount the Claimant is entitled to indemnification
within  thirty  (30) days of such hearing.  All procedures with respect to the
arbitration  proceeding  provided  for  in  this Section 6.04(a) shall be in
accordance  with  the rules of the American Arbitration Association, except as
otherwise  specifically  set  forth  in  this  Agreement.

(b)      ab     Each party shall be responsible for its own costs and expenses
incurred  in  conducting  the  arbitration proceeding provided for in Section
6.04(a),  including  attorneys'  fees.

(c)          ab      The parties hereby irrevocably consent to be bound by the
decision  of  the  arbitration  tribunal  with  respect  to  indemnification
determinations.

19.05         ab     Section.  Defense of Claims.   The Indemnifying Party
shall have twenty (20) Business Days after receipt of the Litigation Notice to
notify  the Claimant that it acknowledges its obligation to indemnify and hold
harmless  the  Claimant  with  respect  to the Indemnity Loss set forth in the
Litigation  Notice  and  that  it  elects  to conduct and control any legal or
administrative  action  or  suit  with  respect to an indemnifiable claim (the
"Election  Notice").  If the Indemnifying Party gives a Disagreement Notice or
does not give the foregoing Election Notice, the Claimant shall have the right
to  defend, contest, settle, or compromise such action or suit in the exercise
of  its exclusive discretion; provided, however, that the right of Claimant to
indemnification  hereunder  shall  not be conclusively established hereby.  If
the  Indemnifying  Party gives the foregoing Election Notice, the Indemnifying
Party shall have the right to undertake, conduct, and control, through counsel
of  its  own  choosing  and at its sole expense, the conduct and settlement of
such  action  or  suit, and the Claimant shall cooperate with the Indemnifying
Party  in  connection  therewith; provided, however, that (a) the Indemnifying
Party  shall  not  thereby consent to the imposition of any injunction against
the Claimant without the written consent of the Claimant; (b) the Indemnifying
Party  shall  permit the Claimant to participate in such conduct or settlement
through  counsel  chosen  by  the  Claimant, but the fees and expenses of such
counsel shall be borne by the Claimant except as provided in clause (c) below;
and  (c)  upon  a final determination of such action or suit, the Indemnifying
Party shall promptly reimburse the Claimant, to the extent required under this
Article  VI,  for  the  full  amount  of  any Indemnity Loss incurred by the
Claimant  except fees and expenses of counsel that the Claimant incurred after
the  assumption  of  the  conduct  and  control  of such action or suit by the
Indemnifying Party in good faith; (d) the Claimant shall have the right to pay
or  settle  any  such action or suit, provided that in such event the Claimant
shall  waive  any right to indemnity therefor by the Indemnifying Party and no
amount  in  respect  thereof  shall be claimed as an Indemnity Loss under this
Article  VI.

19.06       ab     Section.  Computation of Indemnity Losses.   The amount
of  Indemnity  Losses  hereunder  shall be computed after giving effect to the
receipt  of  any  and  all  insurance  proceeds  with  respect  thereto.

19.07         ab     Section.  Payment of Losses.   The Indemnifying Party
shall  pay to the Claimant in cash the amount to which the Claimant may become
entitled  by reason of the provisions of this Article VI, such payment to be
made within fifteen (15) Business Days after such amount is finally determined
either  by  mutual  agreement  of  the  parties or pursuant to the arbitration
proceeding described in Section 6.04 of this Agreement or, in the case of an
Indemnity  Loss  described in a Litigation Notice, the date on which both such
amount  and Claimant's obligation to pay such amount have been determined by a
final  judgment  of the trial court or administrative body having jurisdiction
over such proceeding.  Each Stockholder hereby agrees that the Purchaser shall
have  the  right  to  recoup  any  amount  that either is owed pursuant to the
provisions  of  this  Article VI (in lieu of seeking a cash payment from the
Stockholders  pursuant  to  the  preceding  sentence)  (i)  by terminating any
unexercised portion of the Options, (ii) by canceling any Consideration Shares
held  back by Crossmann (iii) or by making a claim against the Escrow pursuant
to the terms and conditions of the Escrow Agreement.  Notwithstanding anything
to  the contrary set forth herein or in the Escrow Agreement, if the amount to
which  the Purchaser is entitled pursuant to this Article VI exceeds (i) the
value  of the unexercised portion of the Options and (ii) the value the Escrow
Deposit  the Purchaser shall have the right to recover the difference from the
Stockholders.    For  the  purposes  of  this Section 6.07, the value of the
unexercised  portion  of  the  Options  shall  be  the  amount  determined  by
multiplying the number of Crossmann common shares underlying the Option by the
difference  between  (a) the exercise price for the Crossmann common shares as
set forth in the Option Agreement and (b) the average of the closing prices of
the  Crossmann  common  shares  as  reported  by  the  NASDAQ-NMS  for the ten
consecutive  trading  days  immediately  prior  to  the  date  the  Option  is
terminated.    For  the purposes of this Section 6.07, the value of the Escrow
Deposit  shall  equal  to  the  average of the closing prices of the Crossmann
common  shares  as  reported by the NASDAQ-NMS for the ten consecutive trading
days  immediately  prior  to the date the Crossmann common shares are canceled
and  are  released  from  Escrow.

19.08      ab     Section.  Survival.   Notwithstanding the foregoing, the
Indemnifying Party shall have no liability with respect to any Indemnity Loss,
notice of which is not received by the Indemnifying Party pursuant to Section
6.03  hereof  three  (3) years after the Closing Date; provided, however,
that the Indemnifying Party shall remain liable for any Indemnity Loss arising
from  a  breach  of  any  representation  contained  in Section 4.07 and the
obligation  to  indemnify  with  respect  to  a  breach  thereof shall survive
indefinitely, provided, further,  that the Indemnifying Party shall remain
liable  for  any  Indemnity  Loss  arising from a breach of any representation
contained  in  Section 4.10, Section 4.26, or 4.34 and the obligation to
indemnify  with  respect  to a breach thereof shall survive for so long as the
applicable  statute of limitations, as set forth in the Code; and, provided,
further,  that  the Indemnifying Party shall remain liable for any Indemnity
Loss  arising  from a breach of any representation contained in Section 4.20
relating to environmental matters and the obligation to indemnify with respect
to  a breach thereof (an "Environmental Obligation") shall survive for so long
as  any  environmental  regulatory  authority shall have the power to make any
claim,  assessment  or reassessment with respect thereto.  Notwithstanding the
foregoing,  the Indemnifying Party shall have no obligation with respect to an
Environmental Obligation relating to any specific property after the date five
(5)  years  from  the  date  on  which  the Stockholders have delivered, which
delivery  may  occur  after  the  Closing,  to Purchaser and the Purchaser has
accepted  in  writing  from the Stockholders a reasonably acceptable "Phase I"
environmental  site  assessment  relating to that property (a "Phase I").  The
scope  and  performance  of  each  Phase  I shall meet or exceed ASTM Standard
practice  E1527-94,  Standard  Practice  for  Environmental  Site  Assessment
Process.    Each  Phase  I shall be addressed to Purchaser or accompanied by a
reliance  letter  addressed  to  the  Purchaser  and  shall  be  prepared by a
consulting  firm  acceptable  to Purchaser.  The cost and expense of obtaining
such  Phase  I  shall  be  borne solely by the Stockholders.  In the event the
Stockholders  elect  to  obtain  an  insurance policy or insurance policies to
insure  against  any  Environmental  Obligation,  the  Stockholders shall name
Crossmann  and  the  Company  as  additional  payees.

19.09          ab       Section.  Other Limitations.   Notwithstanding the
foregoing,  (i)  an Indemnifying Party shall not be liable under this Article
VI  unless  and  until  Indemnity  Losses  incurred  by  the  Claimant exceed
$150,000;  and  (ii) the Stockholder's aggregate liability shall be limited to
Fifteen Million One Hundred Thousand Dollars ($15,100,000.00), plus forfeiture
and/or  cancellation  of  the  Options.

                               XX     abARTICLE

                                    TAXES

20.01     ab     Section.  Preparation of Return.   The Stockholders shall
(at  their  sole  cost  and  expense)  prepare  and timely file or cause to be
prepared  and timely filed all of the federal and state income Tax Returns for
each Pinehurst Entity for all periods ending on or prior to the Closing Date. 
The  Stockholders  shall  prepare and, if required to do so by applicable law,
deliver  to  the Purchaser for signing and filing any state income Tax Returns
of each Pinehurst Entity with respect to all periods prior to the Closing Date
(including  any  short  period)  that have not been filed prior to the Closing
Date.    The  Stockholders  shall  timely  pay  all Taxes due and payable with
respect  to  all periods ending on or prior to the Closing Date, including but
not  limited to any Taxes attributable to CTS Real Estate Contribution and the
transactions  contemplated  by  this  Agreement.

20.02          ab        Section.  Cooperation.   The Stockholders and the
Purchaser  shall  cooperate,  and  shall  cause  their  respective  officers,
employees, agents, auditors and representatives to cooperate, in preparing and
filing  Tax Returns with respect to the Pinehurst Entities and CCNC, including
maintaining  and  making  available  to  each  other  all records necessary in
connection  with  Taxes  payable  with  respect  to  such  Tax  Returns.

20.03          ab      Section.  Tax Agreements.   Any and all Tax sharing
agreements  or  practices  among  or  between  any  Pinehurst  Entity  or  its
affiliates,  on the one hand, and any Stockholder, on the other hand, shall be
terminated  as  of  the  Closing  Date.

                              XXI     abARTICLE

        CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PINEHURST ENTITIES
                             AND THE STOCKHOLDERS

     The  obligations  of  the  Pinehurst  Entities  and  the  Stockholders to
consummate  the  Merger  are  subject  to  the  fulfillment,  at or before the
Closing,  of  the following conditions, any one or more of which may be waived
in  writing  by  the  Pinehurst  Entities  or  the  Stockholders in their sole
discretion:

21.01          ab          Section.   Performance of the Obligations of the
Purchaser.    The Purchaser shall have performed in all material respects all
obligations  under  this  Agreement  on  or  before  the  Closing  Date,   the
representations and warranties of the Purchaser set forth in Article V shall
remain  true, correct, and complete in all material respects as of the Closing
Date,  and  the  Pinehurst Entities and the Stockholders shall have received a
certificate  from  the  Purchaser  to  that  effect dated the Closing Date and
signed by the President or any other duly authorized officer of the Purchaser.

21.02          ab         Section.  Consents and Approvals.   All permits,
consents,  waivers,  authorizations,  and  approvals  of  any  governmental or
regulatory authority, state or Federal, and of any other Person (including the
Purchaser  and  the  shareholder  of  CCNC) that may be reasonably required in
connection  with  the  execution  of this Agreement or the effectuation of the
transactions contemplated herein shall have been duly obtained and shall be in
full  force  and  effect  on  the  Closing  Date.

21.03         ab     Section.  No Violation of Orders.   No preliminary or
permanent  injunction  or  other  order issued by any court or governmental or
regulatory  authority,  domestic  or  foreign,  that  declares  this Agreement
invalid  or  unenforceable  in any respect or prevents the consummation of the
transactions  contemplated  hereby  shall  be  in  effect,  and  no proceeding
relating  to  any  order  shall  have  commenced.

                              XXII     abARTICLE

             CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PURCHASER

     The  obligations of the Purchaser to consummate the Merger are subject to
the  fulfillment,  at  or before the Closing, of the following conditions, any
one  or  more  of  which  the  Purchaser may, in its sole discretion, waive in
writing.

22.01      ab     Section.  Performance of the Obligations of the Pinehurst
Entities  and the Stockholders.   The Pinehurst Entities and the Stockholders
shall  have  performed  in  all  material  respects all obligations under this
Agreement on or before the Closing Date, the representations and warranties of
the  Pinehurst  Entities  and the Stockholders set forth in Article IV shall
remain  true, correct, and complete in all material respects as of the Closing
Date,  and the Purchaser shall have received a certificate from each Pinehurst
Entity  and  each Stockholder to that effect dated the Closing Date and signed
by the President or any other duly authorized officer of each of the Pinehurst
Entities  and  each  Stockholder.

22.02       ab     Section.  Completion of Due Diligence.   The Purchaser,
in  its  sole  discretion,  shall  be  satisfied  with  the results of its due
diligence review of the Pinehurst Entities, and the business operations of the
Pinehurst  Entities,  including, but not limited to, the information set forth
on  the  Schedules  to  this  Agreement.

22.03     ab     Section.  Consents and Approvals.   All Permits necessary
to  conduct  the business of each Pinehurst Entity as now conducted, including
any necessary transfer thereof, and all consents, waivers, authorizations, and
approvals  of  any governmental or regulatory authority, state or Federal, and
of  any other Person (including the Board of Directors and the shareholders of
each Pinehurst Entity), that may be reasonably required in connection with the
execution  of  this  Agreement  or  the  effectuation  of  the  transactions
contemplated  herein, shall have been duly obtained and shall be in full force
and  effect  on  the  Closing  Date.    Each  party  (other than the Pinehurst
Entities)  to  any  of  the  Contracts specified in Schedule 4.13, Schedule
4.16, Schedule 4.17(a) and Schedule 4.21(a) shall have provided its written
consent to the assignment of the Contract to the Purchaser as provided herein,
to  the  extent  such  consent  is  required.

22.04         ab     Section.  No Violation of Orders.   No preliminary or
permanent  injunction  or  other  order issued by any court or governmental or
regulatory  authority,  domestic  or  foreign,  that  declares  this Agreement
invalid  or  unenforceable  in any respect or prevents the consummation of the
transactions  contemplated  hereby,  or which materially and adversely affects
the  Assets  or  the  financial  condition of any Pinehurst Entity shall be in
effect,  and  no  proceeding  relating  to  any  order  shall  have commenced.

22.05        ab     Section.  Title Insurance.   Prior to the Closing, the
Pinehurst  Entities  shall  have  furnished the Purchaser, a commitment for an
owner's  policy  of  title insurance satisfactory to the Purchaser in its sole
and  absolute  discretion,  issued  by  a nationally reputable title insurance
company  (the  "Title  Company"),  and  containing  the agreement of the Title
Company to insure fee simple title to the Real Property (except for the Leased
Real  Property,  the  Land Contract Property, and the Option Real Property) in
the  name  of  the  Purchaser.

22.06     ab     Section.  Employment Agreements.   The Purchaser and each
of Callihan, Teal, Skelley and Edwards and Tony K. Cox shall have entered into
an  employment  agreement  in  the  form of Exhibit 9.06 attached hereto and
incorporated herein by this reference (the "Employment Agreements"); provided,
however,  that  Callihan,  Teal,  Skelley, Edwards and Tony K. Cox will remain
employees  of  the  Pinehurst  Entities and the Pinehurst Entities will remain
obligated  to  pay  Callihan,  Teal,  Skelley,  Edwards  and Tony K. Cox their
appropriate  compensation  until  the  Closing  Date.

22.07      ab     Section.  Noncompetition Agreements.   The Purchaser and
each of Callihan; Teal; Skelley; Edwards; Callihan, Teal, Skelley & Associates
Real  Estate  Consultants, Inc. ("CTS Real Estate") and South Brunswick Farms,
LLC,  a  South  Carolina  limited  liability company shall have entered into a
noncompetition  agreement,  in  the forms attached hereto as Exhibit 9.07(a)
and  incorporated  herein  by reference (the "Noncompetition Agreements").  In
addition,  Tony  K.  Cox  and  CTS  Real  Estate  shall  have  entered  into a
noncompetition agreement, in the form attached hereto as Exhibit 9.07(b) and
incorporated  herein  by  reference  (the  "Cox  Noncompetition  Agreement").

22.08        ab     Section.  Satisfaction of Fees and Note and Release.  
True  Blue,  Floyd  and Jones shall have entered into an agreement(s), in form
and  substance, satisfactory to the Purchaser in its sole discretion, that all
amounts owed to Floyd and Jones pursuant to that certain agreement dated as of
January  17,  1997 by and between True Blue, Floyd and Jones ("F&J Agreement")
shall  be  satisfied  upon payment of an aggregate $430,000 to Floyd and Jones
and  that all amounts, including all principal and all interest, owed to Floyd
and  Jones  pursuant  to that certain promissory note, dated January 17, 1997,
executed  by  True  Blue  in  favor  of  Floyd and Jones ("F&J Note") shall be
satisfied  upon  the  payment of an aggregate of $570,000 to Floyd and Jones. 
True  Blue,  Floyd,  Jones and Jack Jones shall have entered into an agreement
pursuant  to  which  such parties agree to release each other from any claims,
causes  of  actions,  liabilities  or  damages that any party may have against
another  party.

22.09          ab          Section..        [INTENTIONALLY  DELETED]

22.10     ab     Section.  Lease.   Beach Vacations and Callihan, Teal and
Skelley Real Estate Partnership shall have entered into a lease in the form of
Exhibit  9.10  attached  hereto  and  incorporated  herein by reference (the
"Lease").

22.11          ab          Section..      [INTENTIONALLY  DELETED]

22.12         ab     Section.  Contribution of New Homes Sales Division.  
Callihan,  Teal  and  Skelley  shall have caused CTS Real Estate to assign the
employees and to contribute the assets related to its new homes sales division
to  Pinehurst  Builders  (the "CTS Real Estate Contribution") in a transaction
which  has  no  negative  tax  consequences  to  Pinehurst  Builders.

22.13      ab     Section.  True Blue Acquisition and River Oaks Merger.  
All  conditions  precedent  to the Closing of the transactions contemplated by
the  True Blue Agreement and the River Oaks Merger Agreement must be satisfied
and  the  closing  of  such  transactions  shall occur simultaneously with the
transactions  contemplated  by  this  Agreement.

22.14        ab     Section.  CTS Acquisitions, Inc. and Callihan, Teal and
Skelley  Development,  Inc..      CTS  Acquisitions,  Inc.,  a South Carolina
corporation,  and  Callihan,  Teal  and  Skelley  Development,  Inc.,  a South
Carolina  corporation, each shall have merged with and into Pinehurst Builders
pursuant  to  the  SCBCA.

                             XXIII     abARTICLE

                                 TERMINATION

23.01      ab     Section.  Termination; Failure to Close.   The Purchaser
may  terminate  this  Agreement  by  giving  written  notice  to the Pinehurst
Entities  and  the  Stockholders  at  any  time  prior  to  the Closing if the
Purchaser  is  not  satisfied,  in  its  sole and absolute discretion with the
results  of its due diligence review, with the condition of any of the Assets,
the  amount  of  any  of  any  Debt,  or with the continuing operations of the
Pinehurst  Entities.    Notwithstanding  anything  contained  in the preceding
sentence  to  the  contrary,  this Agreement and the transactions contemplated
herein may be terminated at any time on or before the Closing (i) by unanimous
agreement  of  the  parties  or (ii) by one party giving written notice to the
other  party  on  or  before  Closing  in the event of fraud in the inducement
relating  to  the  transactions  contemplated  in  this Agreement by the party
receiving  notice  of  termination.

23.02          ab       Section.  Effect of Termination.   In the event of
termination  pursuant  to  Section 10.01, this Agreement shall terminate and
have  no  further  effect,  with  no liability on any party hereto, other than
liability  arising  out  of  a  breach  by  that  party of any representation,
warranty,  covenant,  or  agreement  contained  herein.

                              XXIV     abARTICLE

                                   CLOSING

24.01      ab     Section.  Closing Date.   The closing of the transaction
contemplated  by this Agreement (the "Closing") shall take place at a mutually
agreeable  time and place, on or before May 29, 1998, unless mutually extended
by  the  parties.

24.02      ab     Section.  Deliveries by the Pinehurst Entities.   At the
Closing, the Pinehurst Entities and the Stockholders shall deliver or cause to
be  delivered to the Purchaser the following duly executed documents and other
items  in  form  satisfactory  to  the  Purchaser:

(a)          ab          The  certification  required  in  Section  9.01;

(b)      ab     Articles of Merger conforming to the requirements of the NCBCA
and  the  SCBCA for the merger of each of the Pinehurst Entities with and into
CCNC.

(c)       ab     Results of searches dated within ten (10) days of the Closing
disclosing  any  judgments,  tax  liens,  Uniform  Commercial  Code  financing
statements,  or  any  other  Liens filed or indexed against any of the Assets;

(d)     ab     All Permits necessary to conduct the business of each Pinehurst
Entity  as  now  conducted,  transferred  to  the  Purchaser  as  required and
permitted  by  law;

(e)          ab      The Employment Agreements provided for in Section 9.06;

(f)          ab       The Noncompetition Agreements and the Cox Noncompetition
Agreement  provided  for  in  Section  9.07;

(g)          ab          [INTENTIONALLY  DELETED]

(h)          ab          The  Lease  provided  for  in  Section  9.10.

(i)          ab          [INTENTIONALLY  DELETED]

(j)          ab        Evidence, satisfactory to the Purchaser in its sole and
absolute  discretion,  that  Callihan, Teal and Skelley have caused the assets
related  to  the new homes sales division of CTS Real Estate to be contributed
to  Pinehurst  Builders.

(k)          ab       Evidence, satisfactory to the Purchaser, in its sole and
absolute  discretion,  that  Callihan,  Teal  and  Skelley  have purchased the
beneficial  interests in of Beach Vacations owned by Floyd and Jones, and have
executed  a  mutual  release  related  thereto.

(l)          ab       Evidence, satisfactory to the Purchaser, in its sole and
absolute  discretion  that all amounts owed to Floyd and Jones pursuant to the
F&J  Agreement  and  the  F&J  Note  have  been  satisfied and that True Blue,
Callihan,  Teal,  Skelley,  Floyd, Jones and Jack Jones have executed a mutual
release  related thereto and have named the Purchaser as a beneficiary to such
release.

(m)          ab       Evidence, satisfactory to the Purchaser, in its sole and
absolute discretion that CTS Acquisitions, Inc. and Callihan, Teal and Skelley
Development,  Inc.  have  merged  with  an  into  Pinehurst  Builders,  Inc.

(n)          ab        Copies of resolutions of the Board of Directors of each
Pinehurst  Entity  and  the  Stockholders  approving  the  consummation of the
transaction contemplated by this Agreement, certified by the Secretary of each
Pinehurst  Entity.

(o)        ab     A certificate of the Pinehurst Entities and the Stockholders
acknowledging (or waiving) delivery by the Purchaser of the items set forth in
Section 11.03.  The failure of the Pinehurst Entities or the Stockholders to
deliver this certificate will not in and of itself constitute a breach of this
Agreement  if the certificate was not delivered because of Purchaser's failure
to  deliver  the  items  set  forth  in  Section  11.03.

24.03      ab     Section.  Deliveries by Purchaser.   At the Closing, the
Purchaser shall deliver or cause to be delivered to the Pinehurst Entities and
the Stockholders the following duly executed documents and other items in form
satisfactory  to  the  Pinehurst  Entities  and  the  Stockholders:

(a)          ab          The  certification  required  in  Section  8.01;

(b)          ab       The merger consideration provided for in Section 3.01;

(c)          ab      A certificate of the Purchaser acknowledging (or waiving)
delivery by the Pinehurst Entities and the Stockholders of the items set forth
in  Section 11.02.  The failure of the Purchaser to deliver this certificate
will  not  in  and  of  itself  constitute  a  breach of this Agreement if the
certificate  was  not  delivered  because  of  Pinehurst  Entities'  or  the
Stockholders'  failure  to  deliver  the  items  set forth in Section 11.02.

(d)          ab     Copies of the resolutions of the Board of Directors of the
Purchaser  and  CCNC and resolutions of the stockholders of CCNC approving the
consummation  of the transactions contemplated by this Agreement, certified by
the  Secretary  of  Crossmann  and  CCNC,  respectively.

                              XXV     abARTICLE

                  POST-CLOSING COVENANTS OF THE STOCKHOLDERS

     At all times beginning on the Closing Date, each of the Stockholders, who
will receive Consideration Shares pursuant to Section 3.01, hereby covenants
and  agrees  to  comply  with  the  following  provisions:

25.01     ab     Section.  Acquisition of Additional Consideration Shares.
  No  Stockholder shall, directly or indirectly, acquire any Voting Securities
if  such acquisition will cause any Stockholder to be the beneficial owner (as
defined  in  Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of
Voting  Securities in excess of the amount set forth next to such Stockholders
name  on  Exhibit  12.01,  except  (i)  by  way  of stock dividends or other
distributions  or  offerings  made  available  to holders of Voting Securities
generally,  (ii)  through  the  exercise  of  stock options or other rights to
acquire  Voting  Securities  granted  pursuant  to  any  stock option or other
employee  benefit plan of Crossmann,  or (iii) for other acquisitions approved
by  the  Board  of  Directors  of  Crossmann.


<PAGE>
25.02          ab          Section.    Voting  Agreement.

(a)      ab     Each Stockholder shall take all such action as may be required
so that (i) all Voting Securities owned by him or any of his Affiliates or any
individual  with whom the Stockholder has a family relationship (as defined in
Item 401(d) of Regulation S-K promulgated under the Securities Act) to whom he
transfers  any  of  the  Consideration  Shares  (collectively,  "Private
Transferees")  are  voted  for  nominees  to the Board of Directors and on all
other  matters  to  be voted on by holders of the Voting Securities either (at
the  election of the Stockholder) as recommended by a majority of the Board of
Directors  of  Crossmann  or in the same proportion as the votes cast by other
holders  of  Voting  Securities  and  (ii)  the  Stockholder  and each Private
Transferee  shall  be  present  in  person  or  by  proxy  at  all meetings of
Stockholders  of Crossmann so that all Voting Securities beneficially owned by
them  may  be counted for the purpose of determine the presence of a quorum at
such  meetings.

(b)         ab     No Stockholder nor any Private Transferee shall deposit its
Voting  Securities  in  a voting trust or subject any Voting Securities to any
arrangement or agreement with respect to the voting of such Voting Securities,
other  than  as  set  forth  herein.

(c)     ab     Each Stockholder hereby agrees that, in addition to any legends
required  by  this  Agreement or applicable law, all certificates representing
the  Voting Securities now owned or hereafter acquired by the Stockholder will
contain  a  legend  in  substantially  the  following  form:

"THE  SHARES  REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF
THAT  CERTAIN   AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 29, 1998, A COPY
OF  WHICH  IS ON FILE AT THE CORPORATE OFFICES OF CROSSMANN COMMUNITIES, INC."

(d)      ab     Notwithstanding anything to the contrary stated herein, in the
event  that    any  Stockholder  transfers  any of the Consideration Shares in
compliance  with  the  provisions of this Agreement and the Securities Act, to
any  Person  (i)  that is not an Affiliate of the Stockholder or an individual
with whom the Stockholder has a family relationship (as defined in Item 401(d)
of  Regulation  S-K promulgated under the Securities Act) or (ii) who does not
own  at  or prior to the transfer, or will not own after such transfer, Voting
Securities  five  percent  (5%)  or  more  of the outstanding common shares of
Crossmann  Stock, the Stockholder shall not be bound by any of the obligations
and  conditions  contained in this Section 12.02 and the legend set forth in
Section  12.02  shall  be  removed  from  those  shares  so  transferred.
25.03       ab     Section.  Proxy Solicitations.   No Stockholder nor any
Private  Transferee  shall  solicit  proxies  or  become  a "participant" in a
"solicitation,"  (as such term is defined in Regulation 14A under the Exchange
Act),  in  opposition  to  the  recommendation  of  a majority of the Board of
Directors  of  Crossmann  with  respect  to  any  matter.

25.04        ab     Section.  Formation of a "Group".   No Stockholder nor
any  Private  Transferee  shall  join  a  partnership,  limited  partnership,
syndicate  or  other  group  or otherwise act in concert with any person not a
party  to  this  Agreement  for  the  purpose of acquiring, holding, voting or
disposing  of  Voting  Securities  or  otherwise  become  a  Stockholder  of a
syndicate  or  group  that  is  deemed  to be a "person" within the meaning of
Section  13(d)(3)  of  the  Exchange  Act.

25.05          ab     Section.  Dissolution of Pinehurst Commercial.   The
Stockholders  shall  cause  Pinehurst  Commercial  not  to  begin  any  new
construction projects after the date of this Agreement and to dissolve once it
has  completed  all  of  its  current  construction  projects.

25.06     ab     Section.  Net Book Value.   At the Closing, the Pinehurst
Entities, River Oaks, and True Blue shall have an aggregate net book value, as
determined  by  the  Purchaser,  of  at least Two Million Two Hundred Thousand
Dollars  ($2,200,000).     If the Stockholders do not agree with the aggregate
net  book  value  of  the  Pinehurst Entities, River Oaks and True Blue at the
Closing  (the  "Combined  Net Book Value") as determined by the Purchaser, the
Stockholders  shall  deliver  notice to the Purchaser within five (5) Business
Days  of  receiving  the  Purchaser's  determination  of the Combined Net Book
Value.   If the Stockholders fail to deliver a disagreement notice within such
period,  the  Stockholders  shall  be  deemed to have accepted the Purchaser's
Combined  Net  Book  Value.    The parties shall then work together to reach a
mutually  agreeable  Combined  Net  Book  Value.    If  a  mutually acceptable
determination  cannot  be  agreed  upon  within  ten (10) Business Days of the
delivery  of the disagreement notice by the Stockholders to the Purchaser, the
Combined  Net  Book  Value  shall  be  determined  by  a nationally recognized
independent  accounting  firm selected by the Stockholders and the Purchaser. 
The  cost  of  obtaining  such  a  determination shall be borne equally by the
Stockholders  and  the  Purchaser.    If  the  Combined Net Book Value of such
entities  is  less than $2,200,000, then the Purchaser shall have the right to
cancel  that  number  of  shares  which shall, for the purposes of valuing the
shares,  have  a  per share value of $26.59 to, or to make a claim against the
Escrow  for,  the  difference between $2,200,000 and the actual net book value
immediately  after the Closing.  The Stockholders' obligation to indemnify the
Purchaser  for  the  amount  by which $2,200,000 exceeds the Combined Net Book
Value  shall  not  be  subject  to the limitations set forth in Section 6.09
hereof.

     Section  12.07.  North South.  The Stockholders, as beneficial owners
of North South, shall use their best efforts to cause North South to execute a
mutually  acceptable  agreement  to  purchase  land  with  CCNC.

                              XXVI     abARTICLE

                   POST CLOSING COVENANTS OF THE PURCHASER

     After the Closing Date, the Purchaser covenants and agrees to comply with
the  following  provisions:

26.01       ab     Section.  Filing of Registration Statement.   Within 90
days  of  the  Closing  Date, Crossmann shall file a Registration Statement on
Form  S-3  or  another  available  form (the "Registration Statement") for the
purpose  of  registering  the  Consideration  Shares  and the common shares of
Crossmann  issuable  upon  the  exercise  of the Options (the "Option Shares")
under  the Securities Act for resale by the Stockholders.  Crossmann shall use
its  commercially  reasonable best efforts to cause the Registration Statement
to  become  effective and to remain effective at all times until June 1, 1999;
provided,  however,  that  Crossmann's  obligation  to  maintain  the
effectiveness of the Registration Statement as to any particular Consideration
Share  or  Option  Share  shall  terminate  (a) if such Consideration Share or
Option  Share  were  sold  (i)  by  the  Stockholder  in  accordance with such
registration  or (ii) pursuant to the provisions of Rule 144 promulgated under
the  Securities  Act  or  (b) if such Consideration Share or Option Share were
transferred  to  another  Person  pursuant  to  a written opinion of a counsel
experienced  in securities law matters addressed to Crossmann and satisfactory
to  Crossmann  in  its sole discretion that such Consideration Share or Option
Share  may  be transferred without registration under the Securities Act.  All
expenses  incurred in effecting the registration provided for in this Section
13.01,  including  all filing fees, printing expenses, fees and disbursements
of  counsel  to Crossmann shall, to the extent permitted by applicable law, be
paid  by  Crossmann, and each Stockholder shall pay all underwriting discounts
and  commissions attributable to the securities offered or sold by him and all
fees  and  expenses of legal counsel retained by him.  It shall be a condition
to  the  obligations  of  Crossmann  under  this  Section  13.01  that  each
Stockholder  shall:

(a)       ab     Cooperate with Crossmann in the preparation and filing of the
documents  comprising  the  Registration Statement (including any amendment or
supplement  thereto)  in  such  manner  as  Crossmann  may reasonably request,
including,  without  limitation,  furnishing  information  regarding  the
Stockholder,  his ownership of Crossmann's securities, and the distribution of
such  securities;

(b)          ab     Upon receipt of any written notice from Crossmann that the
Registration  Statement  or  prospectus  is  required  to  be  amended  or
supplemented,  comply  promptly and fully with any directive contained therein
with  respect  to the discontinuance of the offer and sale of such securities;
and

(c)         ab     Enter into such undertakings with Crossmann relating to the
conduct  of  the offering of securities pursuant to the Registration Statement
and  not  inconsistent  with the provisions hereof as Crossmann may reasonably
request  in  order  to  assure  compliance  with  the  applicable  laws.

26.02          ab          Section.    Piggyback  Registrations.

(a)        ab     Right to Piggyback.  Whenever Crossmann agrees to register
any  common  shares  of  Crossmann  owned  by  John B. Scheumann or Richard H.
Crosser  under  the  Securities  Act  at  any  time after June 1, 1999 and the
registration  form  to  be  used  may  be  used  for  the  registration of the
Consideration  Shares  or  Option  Shares  owned  by  the  Stockholders  (the
"Registrable  Securities"),  it will notify each Stockholder not later than 10
days  prior  to  the  anticipated  filing date  (a "Piggyback Registration"). 
Subject to the provisions of Section 13.02(c), Crossmann will include in the
Piggyback  Registration  all  Registrable  Securities  with  respect  to which
Crossmann  has received written requests for inclusion within 5 days after the
applicable  holder's  receipt  of  Crossmann's  notice.    If  a  Piggyback
Registration  is  an  underwritten  offering,  each  Stockholder must sell his
Registrable Securities on the same terms and conditions as apply to securities
being  sold  by John B. Scheumann and Richard H. Crosser.  At any time and for
any  reason,  Crossmann  may  terminate  the  Piggyback  Registration.

(b)          ab      Expenses.  Crossmann shall pay all expenses incurred in
connection  with any Piggyback Registration, including all registration filing
fees, professional fees, and other expenses of compliance with federal, state,
and  other  securities  laws,  printing  expenses,  messenger,  telephone  and
delivery  expenses,  fees  and  disbursements  of  counsel  for  Crossmann;
provided,  however,  that  Crossmann  shall  not  pay  for  any  fees  and
disbursements  of  counsel  for the Stockholders or any fees or commissions of
the  underwriters  incurred  in  connection  with  the  sale  of  Registrable
Securities.

(c)         ab     Priority.  If a Piggyback Registration is an underwritten
registration  and  the managing underwriters give Crossmann their opinion that
the  total  number  or dollar amount of securities requested to be included in
the registration exceeds the number or dollar amount of securities that can be
sold,  Crossmann  will  include  the  securities  in  the  registration in the
following order of priority: first, all securities Crossmann proposes to sell;
second,  all of the securities Messrs.  Scheumann and Crosser propose to sell;
and  third,  up  to the full number or dollar amount of Registrable Securities
requested  to  be  included  in the registration (allocated pro rata among the
Stockholders  on  the  basis  of  the  dollar  amount or number of Registrable
Securities  requested  to  be  included).

(d)      ab     Selection of Underwriters.  If any Piggyback Registration is
an  underwritten  offering, Crossmann will select the investment banker(s) and
manager(s)  that  will  administer  the  offering, and the Stockholders hereby
agree  as  a  condition  to  the registration of the Registrable Securities to
enter  into  a  customary underwriting agreement with the investment banker(s)
and  manager(s).

26.03         ab     Section.  Repayment of Existing Debt.   The Purchaser
shall pay off all of the Existing Debt and shall use its reasonable efforts to
have  the  Stockholders  released  from  any  guaranty  of  any Existing Debt.

                             XXVII     abARTICLE

                                MISCELLANEOUS


27.01      ab     Section.  Counterparts.   This Agreement may be executed
simultaneously  in  two or more counterparts, each of which shall be deemed an
original,  but  all  of  which  together  shall  constitute  one  and the same
instrument.

27.02          ab       Section.  Expenses.   The Purchaser, the Pinehurst
Entities and the Stockholders shall each bear their own legal, accounting, and
out-of-pocket  expenses  in connection with this Agreement and the negotiation
and  consummation  of  the  transactions  contemplated  herein.

27.03      ab     Section.  Public Announcements.   Before the Closing the
Purchaser,  the  Pinehurst  Entities,  the  Stockholders  and their respective
representatives shall not make any public release of information regarding the
matters  contemplated  herein, except (i) that a press release mutually agreed
upon  by  the  Purchaser  and  the Stockholders shall be jointly issued by the
Purchaser  and  the Stockholders as soon as practicable after the execution of
this  Agreement;  (ii)  that  the  Purchaser  and  the  Pinehurst Entities may
continue  communications  with  employees,  customers,  suppliers, franchises,
lenders, lessors, shareholders, and other groups as may be legally required or
appropriate and which is not inconsistent with the best interests of any party
or  the prompt consummation of the transactions contemplated herein; and (iii)
as  required  by  law.

27.04     ab     Section.  Risk of Loss.   Until the Closing, the risks of
ownership  and  loss  of  the  Assets shall be borne by the Stockholders.  If,
prior  to the Closing, all or any part of the Assets are damaged by fire or by
any other cause whatsoever, or are taken, in whole or in part, by condemnation
or  other exercise of eminent domain, the Stockholders shall promptly give the
Purchaser  written  notice of such damage or taking.  In the event of any such
damage  or  taking,  the  Purchaser  shall  have  the  option  to  require the
Stockholders  either  to:

(a)      ab     consummate the transactions contemplated by this Agreement; or

(b)          ab          terminate  this  Agreement.

27.05          ab        Section.  Index and Captions.   The index and the
captions  of  the  Sections  and  Articles  of  this  Agreement are solely for
convenient  reference  and  shall  not  be  deemed  to  affect  the meaning or
interpretation  of  any  paragraph  hereof.

27.06       ab     Section.  Notices.   All notices, requests, demands and
other communications hereunder shall be in writing and shall be deemed to have
been  duly  given and received (a) upon delivery, if personally delivered; (b)
on  the  fifth day after being deposited with the U.S. Postal Service, if sent
by certified or registered mail, return receipt requested; (c) on the next day
after  being deposited with a reliable overnight delivery service; or (d) upon
receipt of an answer back, if transmitted by facsimile, postage prepaid in all
cases  other  than  facsimile,  addressed  to the other party at the following
addresses,  or  facsimile  numbers  in  the  case  of  a  facsimile:

If  the  Purchaser,  to:

Crossmann  Communities,  Inc.
9202  North  Meridian  Street,  Suite  300
Indianapolis,  Indiana    46268
Attention:  John  B.  Scheumann

Tel.  No.:    (317)  843-9514
Facsimile  No.:    (317)  571-2210

With  a  copy  to:

Steven  K.  Humke
ICE  MILLER  DONADIO  &  RYAN
One  American  Square
Box  82001
Indianapolis,  Indiana    46282-0002

Tel.  No.:    (317)  236-2394
Facsimile  No.:    (317)  236-5817

If  to  the  Pinehurst  Entities  or  the  Stockholders  to  each  of:

     James  T.  Callihan
     Ralph  R.  Teal,  Jr.
     Jeffrey  H.  Skelley
     H.  Gilford  Edwards
     10239  Beachview  Drive,  S.W.
     Calabash,  NC  28467

     Tel.  No.:  910-579-3121
     Facsimile  No.:  910-579-7505

With  a  copy  to:

     James  Sack
     Sack  &  Associates,  P.C.
     8300  Greensboro  Drive,  Suite  1080
     McLean,  Virginia  22102

     Tel.  No.:  703-883-0102
     Facsimile  No.:  703-883-0108

     Any  party may change its address for the purpose of this Section 14.06
by  giving the other party written notice of its new address in the manner set
forth  above.

27.07          ab        Section.  Entire Agreement.   This Agreement, the
agreements  expressly  contemplated hereby, including, but not limited to, the
River  Oaks  Merger  Agreement  and  the True Blue Agreement, the Exhibits and
Schedules  referred  to  herein which form a part of this Agreement and a side
letter that the parties may enter into contain the entire understanding of the
parties  hereto  with respect to the subject matter hereof and thereof.  There
are no representations, promises, warranties, covenants, or undertakings other
than  those  expressly  set  forth or provided for in this Agreement or in the
agreements  expressly  contemplated hereby, including, but not limited to, the
River  Oaks  Merger Agreement and the True Blue Agreement.  This Agreement and
the  agreements  expressly  contemplated hereby supersede all prior agreements
and  understandings  between  the  parties  with  respect  to the transactions
contemplated by this Agreement.  No provision of this Agreement may be amended
or  waived  except  in writing, and no such amendment shall extend to anything
other  than  the  specific  subject  matter  thereof.

27.08         ab     Section.  Waiver of Compliance.   The party for whose
benefit a warranty, representation, covenant, or condition is intended may, in
writing,  waive  any  inaccuracies  in  the  warranties  and  representations
contained  in  this Agreement or waive compliance with any of the covenants or
conditions contained herein and so waive performance of any of the obligations
of the other party hereto, and any defaults hereunder; provided, however, that
such  waiver  must  be  in writing, and shall not affect or impair the waiving
party's  rights  with respect to any other warranty, representation, covenant,
or any default hereunder, nor shall any waiver constitute a continuing waiver.

27.09        ab     Section.  Validity of Provisions.   Should any part of
this  Agreement  be  declared  by  any  court  of competent jurisdiction to be
invalid, such decision shall not affect the validity of the remaining portions
of  this  Agreement,  which shall continue in full force and effect as if this
Agreement  had  been  executed  with  the  invalid  portion thereof eliminated
therefrom,  it  being  the intent of the parties that they would have executed
the  remaining  portions  of this Agreement without including any such part or
portion  which  may  be  declared  invalid.

27.10          ab       Section.  Schedules and Exhibits.   Each and every
Schedule  and  Exhibit  to  this  Agreement, and each and every document to be
delivered in the future pursuant to this Agreement is hereby incorporated into
this  Agreement  and  made  an  integral  part  hereof.

27.11        ab     Section.  No Intention to Benefit Third Parties.   The
provisions  of  this Agreement are not intended to, and shall not, benefit any
Person other than the parties to this Agreement, the provisions hereof are not
intended  to,  and  shall  not create any third party beneficiary right in any
Person.

27.12      ab     Section.  Successors and Assigns.   This Agreement shall
be  binding  on,  and  shall  inure  to  the benefit of, the parties and their
respective  successors and permitted assigns; provided, however, that no party
may  assign  any  rights or obligations under this Agreement without the prior
written  consent  of  the  other  parties  hereto.

27.13          ab      Section.  Governing Law.   The laws of the State of
Indiana  shall govern all aspects of this Agreement notwithstanding any choice
of  law  provisions  to  the  contrary.

27.14         ab     Section.  Guaranty.   Crossmann hereby guarantees the
performance  of  all  of  CCNC's  obligations  hereunder,  including  CCNC's
obligations  to  deliver  the  Merger  Consideration  at  Closing.

27.15          ab     Section.  Stockholder Agreements.   The Stockholders
hereby waive any and all rights to purchase securities of any Pinehurst Entity
that  any  Stockholder may have pursuant to a shareholder's agreement relating
to  any  Pinehurst  Entity and by execution of this Agreement hereby terminate
any  and  all  such  shareholder  agreements.

                             XXVIII     abARTICLE

                                 DEFINITIONS

     As  used  in  this  Agreement,  the  following  terms  have  the meanings
indicated  below:

     "Affiliate"  means  any Person that directly or indirectly controls or is
under common control with the Purchaser or the Pinehurst Entities.  As used in
this  definition,  "control"  (including, its correlative meanings "controlled
by" and "under common control with") means possession, directly or indirectly,
of  power  to direct or cause the direction of management or policies (whether
through ownership of securities or partnership or other ownership interest, by
contract  or  otherwise).

     "Agreement"  shall  have  the  meaning  set  forth  in  the  Preamble.

     "Arbitration  Notice"  means  a notice for arbitration as provided for in
Section  6.04.

     "Assets"  means  all  of the assets, rights and properties of any type or
kind  of  each  of  the  Pinehurst  Entities.
     "Beach  Vacations"  shall  mean  Beach  Vacations, Inc., a South Carolina
corporation.

     "Buck  Creek"  shall  mean Buck Creek Development, Inc., a South Carolina
corporation.

     "Business  Day" means any day other than Saturday, Sunday, and any day on
which  commercial  banks  in  Indiana  are  authorized  by  law  to be closed.

     "CCNC"  shall  have  the  meaning  set  forth  in  the  Preamble.

     "COBRA"  shall  have  the  meaning  set  forth  in  Section  4.26.

     "CTS  Communications"  shall  mean  CTS  Communications,  Inc.,  a  South
Carolina  corporation.

     "CTS  Real  Estate"  shall have the meanings set forth in Section 8.07.

     "CTS  Real  Estate  Contribution"  shall  have  the  meaning set forth in
Section  9.12.

     "Callihan"  means  James  T.  Callihan,  a resident of the State of South
Carolina.

     "Claimant"  shall  have  the  meaning  set  forth  in  Section  6.03.

     "Closing"  means  the  closing  of  the transactions contemplated by this
Agreement  as  provided  for  in  Section  11.01.

     "Code" means the Internal Revenue Code of 1986, as amended, and all rules
and  regulations  promulgated  thereunder.

     "Commission"  shall  mean  the  United  States  Securities  and  Exchange
Commission  and  any  successor  thereto.

     "Company"  means  Crossmann  Communities of North Carolina, Inc., a North
Carolina  corporation.

     "Contracts"  shall  have  the  meaning  set  forth  in  Section  4.21.

     "Cox  Noncompetition  Agreement"  shall  have  the  meaning  set forth in
Section  9.07.

     "Crossmann"  means  Crossmann  Communities, Inc., an Indiana corporation.
     "Consideration  Shares"  shall  have  the  meaning  set forth in Section
3.01.

     "Debt" means any obligation for borrowed money (and any noted payable and
drafts  accepted representing extensions of credit whether or not representing
obligations  for  borrowed  money)  or  any  obligation under any operating or
capital lease, but excluding trade payables and other obligations entered into
in  the  ordinary  course  of  business.

     "Developed  Real  Property"  shall have the meaning set forth in Section
4.14.

     "Disagreement Notice" shall have the meaning set forth in Section 6.04.

     "Edwards" shall mean H. Gilford Edwards, a resident of the State of North
Carolina.

     "Effective  Time"  shall  have  the  meaning set forth in Section 1.02.

     "Election  Notice"  shall  have  the meaning set forth in Section 6.05.

     "Employee  Benefit  Plan"  shall  have  the meaning set forth in Section
4.26.

     "Employee  Pension  Benefit  Plan"  shall  have  the meaning set forth in
Section  4.26.

     "Employee  Welfare  Benefit  Plan"  shall  have  the meaning set forth in
Section  4.26.

     "Employment  Agreements"  shall  have  the  meaning set forth in Section
9.06.

     "Environmental  Claims"  means  all  accusations,  allegations,
investigations,  warnings,  notice  letters,  notices  of  violations,  Liens,
orders,  claims, demands, suits, or administrative or judicial actions for any
injunctive  relief,  fines,  penalties,  or  any  damage,  including  without
limitation  personal  injury,  property  damage (including any depreciation of
property  values),  lost  use  of  property,  natural  resource  damages,  or
environmental  response costs arising out of Environmental Conditions or under
Environmental  Requirements.

     "Environmental  Conditions" means the state of the environment, including
natural  resources (e.g., flora and fauna), soil, surface water, ground water,
any  present or potential drinking water supply, subsurface strata, or ambient
air,  relating  to  or  arising  out of the use, handling, storage, treatment,
recycling,  generation,  transportation,  spilling, leaking, pumping, pouring,
injecting,  emptying,  discharging,  emitting,  escaping,  leaching,  dumping,
disposal,  release,  or  threatened release of Hazardous Materials, whether or
not  discovered  which  could  or  does  result in Environmental Claims.  With
respect  to  Environmental  Claims  by third parties, Environmental Conditions
also  include the exposure of Persons to Hazardous Materials at the work place
or  the  exposure  of  Persons or property to Hazardous materials migrating or
otherwise  emanating  from, to, or located at, under, or on the Real Property.
     "Environmental  Expenses"  means  any  liability  (including  strict
liability),  loss,  cost,  penalty,  fine,  punitive  damage,  encumbrance, or
expense  relating  to  any  Environmental Claim or Environmental Condition, or
incurred  in compliance with any Environmental Requirements, including without
limitation  the  costs  of  investigation,  cleanup,  remedial,  monitoring,
corrective,  or  other  responsive action, compliance costs, settlement costs,
lost  property  value,  and  related  legal  and consulting fees and expenses.

     "Environmental  Obligation"  shall have the meaning set forth in Section
6.08.

     "Environmental  Requirements"  means  all present and future laws, rules,
regulations,  ordinances,  codes,  policies,  guidance  documents,  approvals,
plans,  authorizations,  licenses,  permits issued by all government agencies,
departments,  commissions, boards, bureaus, or instrumentalities of the United
States,  all  states and political subdivisions thereof, and any foreign body,
and  all  judicial,  administrative,  and  regulatory  decrees, judgments, and
orders  relating  to human health, pollution, or protection of the environment
(including  ambient air, surface water, ground water, land surface, or surface
strata),  including  (i)  laws relating to emissions, discharges, releases, or
threatened  releases  of  Hazardous  Materials,  and (ii) laws relating to the
identification,  generation,  manufacture,  processing,  distribution,  use,
treatment,  storage,  disposal,  recovery,  transport,  or  other  handling of
Hazardous  Materials.    Environmental  Requirements  shall  include,  without
limitation,  the  Comprehensive  Environmental  Response,  Compensation  and
Liability  Act  of 1980, as amended ("CERCLA"), the Superfund's Amendments and
Reauthorization  Act  ("SARA"),  the Toxic Substances Control Act, as amended,
the  Hazardous  Materials  Transportation  Act,  as  amended,  the  Resource
Conservation  and  Recovery  Act, as amended ("RCRA"), the Clean Water Act, as
amended,  the  Safe  Drinking  Water  Act,  as  amended, the Clean Air Act, as
amended,  the  Atomic  Energy Act of 1954, as amended, the Occupational Safety
and  Health  Act,  as  amended,  and  all  other analogous laws or regulations
promulgated  or  issued  by any federal, state, foreign, or other governmental
authority  or  body.

     "ERISA"  means  the  Employee  Retirement Income Security Act of 1974, as
amended.

     "Escrow"  shall  have  the  meaning  set  forth  in  Section  3.03.

     "Escrow  Agent"  shall  have  the  meaning  set  forth in Section 3.03.

     "Escrow  Agreement"  shall  mean an escrow agreement in substantially the
same  form  as  attached  hereto  as  Exhibit  3.03.

     "Escrow  Deposit"  shall  have  the  meaning set forth in Section 3.03.

     "Exchange  Act"  shall  mean  the  Securities  Exchange  Act  of 1934, as
amended,  and  the  rules  and  regulations  promulgated  thereunder.
     "Existing  Debt"  shall  have  the  meaning  set forth in Section 4.29.

     "F&J  Agreement"  shall  have  the  meaning  set forth in Section 9.08.

     "F&J  Note"  shall  have  the  meaning  set  forth  in  Section  9.08.

     "Financial  Statements  of the Pinehurst Entities" shall have the meaning
set  forth  in  Section  4.08.

     "Floyd"  shall  mean  Charles  D. Floyd, a resident of the State of South
Carolina.

     "GAAP"  means  generally  accepted  accounting  principles.

     "Hazardous  Materials" means (i) any substance that is or becomes defined
as  a  "hazardous  substance,"  "hazardous  waste,"  "hazardous  materials,"
pollutant, or contaminant under any Environmental Requirements, including, but
not  limited  to,  CERCLA, SARA, RCRA, and any other analogous federal, state,
local,  or  foreign  law; (ii) petroleum (including crude oil and any fraction
thereof); and (iii) any natural or synthetic gas (whether in liquid or gaseous
state).

     "Homeowner  Associations"  shall  have  the meaning set forth in Section
4.19.

     "Indemnification  Notice"  shall  have  the meaning set forth in Section
6.03.

     "Indemnifying  Party" shall have the meaning set forth in Section 6.03.

     "Indemnity  Loss"  shall  have  the  meaning set forth in Section 6.01.

     "Intellectual  Property"  shall  have  the  meaning set forth in Section
4.24.

     "Interim  Balance  Sheet"  shall  have  the meaning set forth in Section
4.08.

     "Interim Balance Sheet Date" shall have the meaning set forth in Section
4.08.

     "Jones"  shall  mean  Ralph  C.  Jones,  a resident of the State of South
Carolina.

     "Judgment"  means  an  order  by  a court of law requiring the payment of
money.

     "Land  Contract  Property"  shall  have the meaning set forth in Section
4.17.

     "Lease"  shall  have  the  meaning  set  forth  in  Section  9.10.

     "Leased  Personal  Property" shall have the meaning set forth in Section
4.13.

     "Leased  Real  Property"  shall  have  the  meaning set forth in Section
4.16.

     "Lien"  means  any mortgage, pledge, security interest, encumbrance, lien
(statutory  or  other),  option, easement, encroachment, right-of-way, charge,
claim,  conditional sale agreement, rights of third parties or other interests
of  any  kind  or  character.

     "Litigation  Notice"  shall have the meaning set forth in Section 6.03.

     "Lot"  or  "Lots"  shall  have  the  meaning set forth in Section 4.14.

     "Merger"  shall collectively refer to the merger of each of the Pinehurst
Entities  with and into CCNC, in each case in accordance with the NCBCA or the
SCBCA,  as  the  case  may  be.

     "Merger  Consideration"  shall  have  the  meaning  set forth in Section
3.01.

     "NASDAQ-NMS"  shall  have  the  meaning  set  forth  in  Section  3.01.

     "NCBCA"  shall  have  the  meaning  set  forth  in  Section  1.01.

     "Noncompetition  Agreements" shall have the meaning set forth in Section
9.07.

     "North  South"  shall mean North South Development, LLC, a North Carolina
limited  liability  company.

     "Option  Agreements"  shall  mean  the  option  agreements by and between
Crossmann  and each of the Stockholders setting forth the terms and conditions
of  the  Options  attached  hereto  as  Exhibit  3.01.

     "Option  Real  Property"  shall  have  the  meaning set forth in Section
4.17.

     "Options"  shall  have  the  meaning  set  forth  in  Section  3.01.

     "Option  Shares"  shall  have  the  meaning set forth in Section 13.01.

     "Permits"  shall  have  the  meaning  set  forth  in  Section  4.23.

     "Person"  means  any individual, corporation, partnership, joint venture,
association,  limited  liability  company,  joint-stock  company,  trust,  or
unincorporated  organization, or any governmental agency, officer, department,
commission,  board,  bureau,  or  instrumentality  thereof.

     "Personal  Property"  shall have the meaning set forth in Section 4.12.

     "Phase  I"  shall  have  the  meaning  set  forth  in  Section  6.08.

     "Piggyback  Registration"  shall  have  the meaning set forth in Section
13.02.

     "Pinehurst  Commercial"  shall  mean  Pinehurst  Commercial Construction,
Inc.,  a  South  Carolina  corporation.

     "Pinehurst  Builders"  shall  mean  Pinehurst  Builders,  Inc.,  a  North
Carolina  corporation,  and  all  of  the  assets  related  to CTS Real Estate
contributed  or  assigned  thereto  prior  to  the  Closing.

     "Pinehurst Entities" shall mean Pinehurst Builders, Inc., Buck Creek, CTS
Communications,  and  Beach  Vacations.

     "Pinehurst  Stock"  shall  have  the  meaning set forth in Section 3.01

     "Private  Transferees"  shall  have  the  meaning  set  forth in Section
12.02.

     "Purchaser"  shall  have  the  meaning  set forth in the preamble to this
Agreement.

     "Real  Property"  shall  have  the  meaning  set forth in Section 4.18.

     "Real Property Lease" shall have the meaning set forth in Section 4.16.

     "Registrable  Securities"  shall  have  the meaning set forth in Section
13.02.

     "Registration  Statement"  shall  have  the meaning set forth in Section
13.01.

     "Returns"  shall  have  the  meaning  set  forth  in  Section  4.10.

     "River  Oaks" shall mean River Oaks Golf Development Corporation, a South
Carolina  corporation.

     "River  Oaks  Merger"  shall  mean the merger of River Oaks with and into
CCNC  pursuant  to  the  River  Oaks  Merger  Agreement.

     "River  Oaks Merger Agreement" shall mean that certain Agreement and Plan
of  Merger  by  and  among  the  Purchaser,  River  Oaks  and  the  River Oaks
Stockholders.

     "River  Oaks  Stockholders" shall mean Callihan, Teal, Skelley, Floyd and
Jones.
     "SCBCA"  shall  have  the  meaning  set  forth  in  Section  1.01.

     "SEC  Documents"  shall  have  the  meaning  set forth in Section 5.04.

     "Securities  Act"  shall mean the Securities Act of 1933, as amended, and
the  rules  and  regulations  promulgated  thereunder.

     "Skelley" shall mean Jeffrey H. Skelley, a resident of the State of North
Carolina.

     "Stockholders"  shall  refer  collectively to James T. Callihan, Ralph R.
Teal,  Jr.,  Jeffrey  H.  Skelley,  and  H.    Gilford  Edwards.

     "Substantially  Complete"  shall  have  the meaning set forth in Section
4.14.

     "Taxes"  shall  have  the  meaning  set  forth  in  Section  4.10.

     "Teal"  shall  mean  Ralph R. Teal, Jr., a resident of the State of South
Carolina.

     "Title  Company"  shall  have  the  meaning  set forth in Section 9.05.

     "True  Blue"  shall  mean  True  Blue  Development, LLC, a North Carolina
limited  liability  company.

     "True  Blue Agreement" shall mean that certain Land Purchase Agreement by
and among the Purchasers, True Blue, Callihan, Teal, Skelley, Floyd and Jones.

     "True  Blue  Member" shall mean Callihan, Teal, Skelley, Floyd and Jones.

     "Undeveloped  Real Property" shall have the meaning set forth in Section
4.15.

     "Voting  Securities"  means  any  shares  of  capital  stock of Crossmann
entitled  to  vote  in  the  election  of  directors  of  Crossmann.

     "Warranty  Liability"  means  any and all costs incurred as a result of a
warranty  claim  on a residential home or condominium which was constructed or
sold  by  the  Pinehurst  Entities, River Oaks or True Blue.  Such costs shall
include,  but not be limited to, costs to repair, replace, fix, clean, remove,
or  correct  any  alleged  defect in a property upon which a warranty claim is
made and any and all costs to investigate and defend against a warranty claim.



<PAGE>
     IN  WITNESS  WHEREOF,  the  parties hereto have executed, or caused to be
executed  by  their  duly authorized representatives, this Agreement as of the
date  first  above  written.

     "CROSSMANN"
     CROSSMANN  COMMUNITIES,  INC.


     By:          /s/  John  B.  Scheumann

Title:  Chairman  of  the  Board  and  Chief  Executive
              Officer

     "CCNC"
Crossmann  Communities  of  North  Carolina,  Inc.


     By:          /s/  John  B.  Scheumann

     Title:  Chairman  of  the  Board  and  Chief  Executive
               Officer


     "PINEHURST  ENTITIES"
     Pinehurst  Builders,  Inc.


     By:          /s/  Ralph  R.  Teal,  Jr.

     Its:

          Buck  Creek  Development,  Inc.


     By:          /s/  Ralph  R.  Teal,  Jr.

     Its:



<PAGE>
     CTS  Communications,  Inc.


     By:          /s/  Ralph  R.  Teal,  Jr.

     Its:

     Beach  Vacations,  Inc.


     By:          /s/  Ralph  R.  Teal,  Jr.

     Its:

     "STOCKHOLDERS"



     /s/  James  T.  Callihan

     James  T.  Callihan


     /s/  Ralph  R.  Teal,  Jr.

     Ralph  R.  Teal,  Jr.


     /s/  Jeffrey  H.  Skelley

     Jeffrey  H.  Skelley


     /s/H.GilfordEdwards
     H.  Gilford  Edwards


<PAGE>
<TABLE>

<CAPTION>


                                SCHEDULE 3.01
                           CONSIDERATION BY ENTITY


<S>                 <C>      <C>                <C>

                    CASH     COMMON SHARES      OPTIONS TO PURCHASE
                             OF CROSSMANN       COMMON SHARES OF
                             COMMUNITIES, INC.  CROSSMANN
                                                COMMUNITIES, INC.
Pinehurst Builders  796,500            163,088               59,000
Buck Creek          337,500             69,105               25,000
Beach Vacations     202,500             41,463               15,000
CTS
Communications       13,500             42,764                1,000
------------------  -------  -----------------  -------------------
</TABLE>








<PAGE>
     SCHEDULE  3.03
                                ESCROW DEPOSIT


1.        H. Gilford Edwards     3,000 Common Shares of Crossmann Communities,
Inc.

2.        Ralph R. Teal, Jr.     9,000 Common Shares of Crossmann Communities,
Inc.

3.        Jeffrey H. Skelley     9,000 Common Shares of Crossmann Communities,
Inc.

4.         James T. Callihan     9,000 Common Shares of Crossmann Communities,
Inc.


<PAGE>
                               SCHEDULE 6.01
                                   LAWSUITS

1.     Claim of Gloria and Jesse W. Hardwick v. ERA Callihan, Teal, Skelley &
Associates  and  any  subsequent suit related to the claims asserted therein.

2.       Ann Warren v. ERA Callihan, Teal, Skelley & Associates and Pinehurst
Builders  and  any  subsequent  suit  related to the claims asserted therein.

3.       Claim of James and Mary Ann Farmer v. ERA, Callihan, Teal & Skelley
and  any  subsequent  suit  related  to  the  claims  asserted  therein.

4.      The Barony Company of Pawleys Island, Inc. v. Callihan, Teal, Skelley
&  Associates  Real Estate Consultants, Inc., and any subsequent suit related
to  the  claims  asserted  therein.

5.     Jacqueline Holly Stevens, James P. Stevens, Jr. v. Bonnie Black, James
Callihan  and  Callihan,  Teal,  Skelley & Associates Real Estate Consultants,
Inc.  and  any  subsequent  suit  related  to  the  claims  asserted therein.

6.          The Lakes Property Owners Association v. Pinehurst Builders, et. 
al.,  and  any  subsequent  suit  related  to  the  claims  asserted therein.

7.       S&M Painting Contractors, Inc. v. Pinehurst Builders, Inc., and any
subsequent  suit  related  to  the  claims  asserted  therein.

8.         Thomas Craig Johnson v. River Oaks Golf Plantation, LLC, Pinehurst
Builders,  Inc.,  River Oaks Homeowners Association and Wright McLeod Property
Management,  and  any subsequent suit related to the claims asserted therein.

9.          Owens  Workman's  Compensation  Claim.

10.          McGarrity  Workman's  Compensation  Claim.



<PAGE>
                               SCHEDULE 12.01
                         LIMIT ON NUMBER OF CROSSMANN
                       SHARES STOCKHOLDERS MAY ACQUIRE


1.       H. Gilford Edwards     27,642 Common Shares of Crossmann Communities,
Inc.

2.       Ralph R. Teal, Jr.     99,850 Common Shares of Crossmann Communities,
Inc.

3.       Jeffrey H. Skelley     99,850 Common Shares of Crossmann Communities,
Inc.

4.        James T. Callihan     99,849 Common Shares of Crossmann Communities,
Inc.





<PAGE>
                                EXHIBIT 3.01
                               OPTION AGREEMENT

<PAGE>
                                EXHIBIT 3.03
                               ESCROW AGREEMENT


<PAGE>
                                EXHIBIT 9.06
                             EMPLOYMENT AGREEMENT

<PAGE>
                              EXHIBIT 9.07(A)
                          NONCOMPETITION AGREEMENTS

<PAGE>
                              EXHIBIT 9.07(B)
                         COX NONCOMPETITION AGREEMENT

<PAGE>
                                EXHIBIT 9.10
                                    LEASE

<PAGE>
EXHIBIT  10.50

                            PURCHASE AGREEMENT


THIS  AGREEMENT  is  made this 29th day of May, 1998, by and between Crossmann
Communities  of  North  Carolina,  Inc.,  a  North  Carolina  corporation  
("Purchaser"),  True Blue Development, LLC, a South Carolina limited liability
company  ("Seller")  and  James  T.  Callihan ("Callihan"), Ralph R. Teal, Jr.
("Teal"),  Jeffrey  H.  Skelley  ("Skelley"), Charles D. Floyd and Ralph Jones
(collectively,  the  "Members").

                                  RECITALS

WHEREAS,  Seller  is  the  owner  of certain real estate located in Georgetown
County,  South Carolina, which includes certain real estate not subject to the
Declaration  (as  defined  herein), as more particularly described in Exhibit
"A"  attached  hereto  and incorporated herein by reference (the "Undeveloped
Real  Estate").

WHEREAS,  Seller  has  developed  real estate adjacent to the Undeveloped Real
Estate  and located in Georgetown County, South Carolina, as more particularly
described  in  Exhibit  "B"  attached  hereto  and  incorporated  herein  by
reference  (the  "Developed  Real  Estate"),  and subjected the Developed Real
Estate  to a horizontal property regime by filing that certain Master Deed For
True  Blue Golf & Racquet Resort, Horizontal Property Regime, dated as of July
2,    1997,  and  recorded  in  the public records of Georgetown County, South
Carolina  on  July  28,  1997  in  Book  793  Page  1  (the  "Declaration").

WHEREAS,  Seller  has  sold  84  Units  of  the Developed Real Estate to third
parities, and still owns the Units designated on Exhibit "C" attached hereto
and  incorporated  herein  by  reference  (the  "Unsold  Units").

WHEREAS, Seller is the owner of all of the assets and liabilities reflected on
the  balance  sheet of Seller dated as of April 30, 1998 (the "Balance Sheet")
attached  hereto  as  "Exhibit  D" and incorporated herein by reference (the
"Balance  Sheet  Assets");

WHEREAS,  Purchaser  desires  to enter into that certain Agreement and Plan of
Merger  by and among Purchaser, Crossmann Communities, Inc. ("Crossmann"), the
Pinehurst  Entities  (as  defined  therein)  and  the Stockholders (as defined
therein)  ("Agreement  and Plan of Merger") concurrently with the execution of
this  Agreement  to acquire certain affiliates of Seller engaged in developing
single  and  multi-family  dwellings  in  South  Carolina.

WHEREAS,  Purchaser desires to purchase from Seller and Seller desires to sell
to  Purchaser  the  Unsold  Units,  the  Undeveloped  Real  Estate, and all of
Purchaser's right, title and interest in and to the Declaration, including but
not  limited  to  all of Seller's development rights thereunder (collectively,
the  "Property")  and  the  Balance Sheet Assets pursuant to the terms of this
Agreement.

WHEREAS,  all  capitalized  terms  used but not otherwise defined herein shall
have  the  meanings  assigned  to  them  in  the Agreement and Plan of Merger.

NOW  THEREFORE,  in  consideration  of  the foregoing premises, and the mutual
covenants  and  agreements  contained  herein, and for other good and valuable
consideration,  the  receipt and sufficiency of which are hereby acknowledged,
the  parties  agree  as  follows:

1.          PURCHASE  PRICE.

     1.1          Purchaser  agrees to purchase, and Seller agrees to sell the
Property  and  the  Balance  Sheet Assets pursuant to the terms and conditions
hereinafter  set  forth.

     1.2      The purchase price for the Property and the Balance Sheet Assets
shall be the sum of Two Million Seven Hundred Thousand Dollars ($2,700,000.00)
plus  the  assumption  of  the liabilities specifically set forth on "Exhibit
E",  attached  hereto  and  incorporated  herein  by reference (the "Purchase
Price").

2.       TITLE AND SURVEY.  Prior to Closing hereunder, Purchaser shall have
reviewed  title  and  surveys  of  the  Property  as  follows:

     2.1          Prior to closing, Seller shall have delivered to Purchaser a
commitment  for  an ALTA Form B owner's policy of title insurance with respect
to  the  Undeveloped  Real  Estate  and  the  Unsold  Units  (the  "Title
Commitment").   The Title Commitment shall include an ALTA Form 4 Condominium
Endorsement  for  the  Unsold Units and indicate that title to the Undeveloped
Real  Estate  and  the  Unsold  Units are free and clear of any and all liens,
claims  and  interests  of any kind or nature whatsoever, except the following
permitted  exceptions:

          i)          Current  real  estate  taxes  not  delinquent.
          ii)          Any  items  set  forth  in  the  Declaration.
          iii)          Such  other  liens, claims, encumbrances, interests or
matters  as  may  be  approved  by  Purchaser  in  writing.

     Should  Seller  be unable to deliver title to the Undeveloped Real Estate
and  the  Unsold Units in accordance with the provisions of this Agreement, it
is  agreed that the obligations of the parties hereto to purchase the Property
shall  terminate.

     2.2        Prior to closing, Seller, at Seller's sole expense, shall have
delivered  to  Purchaser  a  staked survey of the Undeveloped Real Estate (the
"Survey").   Should the Survey reveal any defect, including but not limited to
encroachments  or gaps and gores with adjacent parcels, Purchaser's obligation
to purchase the Property pursuant to this Agreement may, at Purchaser's option
upon  written  notice  thereof  to  Seller,  be  terminated.

     2.3        Prior to closing, Seller, at Seller's sole expense, shall have
delivered  to  Purchaser  a  Phase I Environmental Assessment of the Developed
Real  Estate  and the Undeveloped Real Estate (the "Phase I").  If the Phase I
discloses any environmental defect in the Developed Real Estate or Undeveloped
Real  Estate,  Purchaser  may  terminate  this Agreement by delivering written
notice  thereof  to  Seller.

3.          CONDITIONS  PRECEDENT.   Purchaser's obligations to purchase the
Property  hereunder  are contingent upon Purchaser entering into the Agreement
and  Plan  of  Merger.    If  Purchaser  fails  to  execute  and  close on the
transactions  contemplated in the Agreement and Plan of Merger,  Purchaser may
terminate  this  Agreement.

4.          REPRESENTATIONS  AND  WARRANTIES.

     4.1          Seller's  Representations  and Warranties.  Seller and the
Members  each,  jointly  and  severally, represents, warrants and covenants to
Purchaser  that:

          i)         Seller is a South Carolina limited liability company duly
organized,  existing and in good standing under the laws of the State of South
Carolina,  and  has  all  requisite  power  and  authority  to  consummate the
transactions  contemplated  hereby.

          ii)       The execution, delivery, and performance of this Agreement
will  not  result in any violation or constitute a default under any agreement
or  instrument  to  which  Seller  is  a  party.

          iii)      No consent, authorization or approval of, exemption by, or
filing  with any governmental or administrative authority, or any third party,
is required to be obtained or made by Seller in connection with the execution,
delivery  and  performance  of  this  Agreement.

          iv)     Except as listed on Exhibit 4.1 attached hereto, there are
no  contracts for sale or options to purchase or any other agreements existing
and  in  force with respect to or in any manner affecting the Property (or any
interest  therein)  being  purchased  by  Purchaser;

          v)        Seller owns good and marketable title in fee simple to the
Undeveloped  Real  Estate  and  the  Unsold  Units;

          vi)          The  existing buildings and improvements located on the
Developed  Real  Estate  do  not violate (i) any applicable law, including any
building, set-back, or zoning law, ordinance, regulation, or statute, or other
governmental  restriction  in  the  nature  thereof,  or  (ii) any enforceable
restrictive  covenant  affecting  any  such  real  estate;

          vii)       Neither the Developed Real Estate or the Undeveloped Real
Estate is subject to any condition or obligation to any governmental entity or
other person requiring Seller or any transferee thereof to donate land (except
incidental  rights-of-way), money or other property or to make off-site public
improvements;

          viii)      No developer-related charges or assessments by any public
authority  or  any other person or entity for public improvements or otherwise
made  against the Developed Real Estate or Undeveloped Real Estate are unpaid,
including  without  limitation  those  for  construction of sewer lines, water
lines,  storm  drainage  systems,  electric  lines, natural gas lines, streets
(including  perimeter  streets),  roads  and  curbs,  excluding  homeowner
association  dues,  utility  connection  fees,  and  impact  fees;

          ix)         Seller has the legal right, power and authority to enter
into  this  Agreement  and  perform  all  of  its  obligations  hereunder;

          x)          No  condemnation,  eminent domain, or similar proceeding
exists,  is pending or, to the knowledge of Seller, is threatened with respect
to,  or  that  could  affect,  any  part  of  the Developed Real Estate or the
Undeveloped  Real Estate or its development or the construction, marketing, or
sale of dwellings situated thereon or the insurability or marketability of the
title  thereto;

          xi)         There are no parties in possession of any portion of the
Unsold  Units  and  the  Undeveloped  Real  Estate  except  Seller;

          xii)       Seller has obtained all necessary governmental and zoning
approvals  for  development  of  the Developed Real Estate and the Undeveloped
Real  Estate  as  a  multi-family  condominium  project;

          xiii)        No portion of the Undeveloped Real Estate lies within a
100-year  flood  elevation designated by the U.S. Army Corps of Engineers, the
Federal  Emergency  Management  Agency  or any applicable governmental agency;

          xiv)       Access to and from public highways, streets, and roads to
the  Developed  Real  Estate  and  the  Undeveloped  Real  Estate  exists;

          xv)          The  Developed  Real  Estate is connected to and, where
applicable, serviced by electric, gas, sewage or septic, telephone, and public
or  private  water  facilities, and all applicable installation and connection
charges  have  been  paid  in  full;

          xvi)        The Undeveloped Real Estate can be serviced by electric,
gas,  sewage or septic, telephone, and public or private water facilities, and
Seller  has  secured all easements and public dedications necessary to connect
the utilities referenced above from their current locations to the boundary of
the  Undeveloped  Real  Estate  as  such  boundaries  currently  exist;

          xvii)      There is no litigation or legal proceeding pending or, to
the Seller's knowledge, threatened against Seller or any part of the Developed
Real  Estate  or  the  Undeveloped  Real  Estate;

          xviii)          There  is  no  moratorium  applicable to any part of
Developed  Real  Estate  or the Undeveloped Real Estate on (i) the issuance of
building  permits  for  the  construction  of  condominiums or certificates of
occupancy  therefor, or (ii) the purchase of sewer or water taps to the extent
new  development  is  required  to  rely  on public water or sewer facilities.

          xix)     The Developed Real Estate or the Undeveloped Real Estate is
stable  and  otherwise  suitable  for  the construction of a up to three story
condominium  buildings  by  customary  means  and  without  extraordinary site
preparation  measures;

          xx)       No portion of the Developed Real Estate or the Undeveloped
Real  Estate    has a gravesite that will materially impede the development of
condominiums  and  no  permanent structures have been constructed on a fill or
borrow  area  in  a  manner that materially adversely affects the intended use
thereof  or  that  does  not  comply  with  any  applicable  law.

          xxi)          Seller  has  at all times complied with all applicable
present  and  future  laws,  rules,  regulations, ordinances, codes, policies,
guidance documents, approvals, plans, authorizations, licenses, permits issued
by  all  government  agencies,  departments,  commissions, boards, bureaus, or
instrumentalities  of the United States, all states and political subdivisions
thereof,  and  any  foreign  body,  and  all  judicial,  administrative,  and
regulatory decrees, judgments, and orders relating to human health, pollution,
or protection of the environment (including ambient air, surface water, ground
water,  land  surface,  or  surface  strata),  including  (i) laws relating to
emissions, discharges, releases, or threatened releases of Hazardous Materials
(as  defined below), and (ii) laws relating to the identification, generation,
manufacture,  processing,  distribution,  use,  treatment,  storage, disposal,
recovery,  transport,  or  other handling of Hazardous Materials (collectively
"Environmental  Requirements") in its operation, development, construction and
disposition  of  the  Developed  Real  Estate and the Undeveloped Real Estate.
Environmental  Requirements  shall  include,  without  limitation,  the
Comprehensive  Environmental Response, Compensation and Liability Act of 1980,
as  amended  ("CERCLA"),  the  Superfund's  Amendments and Reauthorization Act
("SARA"),  the  Toxic  Substances  Control  Act,  as  amended,  the  Hazardous
Materials  Transportation  Act,  as  amended,  the  Resource  Conservation and
Recovery  Act,  as amended ("RCRA"), the Clean Water Act, as amended, the Safe
Drinking  Water  Act,  as  amended,  the Clean Air Act, as amended, the Atomic
Energy  Act  of  1954,  as amended, the Occupational Safety and Health Act, as
amended,  and all other analogous laws or regulations promulgated or issued by
any  federal,  state,  foreign,  or  other  governmental  authority or body.  
Further,  to  the  knowledge  of  Seller,  no current or previous owner of the
Developed  Real  Estate  or  the  Undeveloped  Real  Estate  violated  any
Environmental  Requirements;

          xxii)          No  (i)  substance  that  is  or becomes defined as a
"hazardous substance," "hazardous waste," "hazardous materials," pollutant, or
contaminant  under  any Environmental Requirements, including, but not limited
to,  CERCLA,  SARA,  RCRA,  and  any other analogous federal, state, local, or
foreign  law;  (ii)  petroleum (including crude oil and any fraction thereof);
and  (iii)  any  natural or synthetic gas (whether in liquid or gaseous state)
(collectively  "Hazardous  Material")  has  ever been generated, manufactured,
refined,  used,  transported, treated, stored, handled, disposed, transferred,
produced,  or  processed  at,  to,  from or on any part of  the Developed Real
Estate  or the Undeveloped Real Estate and no Hazardous Material has ever been
incorporated  into  any  part  of the Developed Real Estate or the Undeveloped
Real  Estate;

          xxiii)         There are no existing or, to the knowledge of Seller,
potential  accusations, allegations, investigations, warnings, notice letters,
notices  of  violations,  liens,  orders,  claims,  demands,  suits,  or
administrative  or  judicial  actions  for  any  injunctive  relief,  fines,
penalties,  or  any  damage,  including  without  limitation  personal injury,
property  damage  (including any depreciation of property values), lost use of
property,  natural  resource  damages, or environmental response costs arising
out  of  Environmental  Conditions  (as  defined below) or under Environmental
Requirements (collectively "Environmental Claims") relating to any part of the
Developed  Real  Estate  or  the  Undeveloped  Real Estate, and Seller has not
received  any  notification,  nor  does it have any knowledge of, any alleged,
actual,  or  potential responsibility for any disposal, release, or threatened
release  at any location of any Hazardous Material generated at or transported
from  any  part of the Developed Real Estate or the Undeveloped Real Estate by
or  on  behalf  of  Seller;

          xxiv)          (i)  No underground storage tank or other underground
storage receptacle (or associated equipment or piping) for Hazardous Materials
is  currently  located  at  or on any part of the Developed Real Estate or the
Undeveloped  Real  Estate  and  there  have  been no releases of any Hazardous
Materials from any such underground storage tank or related piping at any time
prior  to the Closing; and (ii) there have been no releases (i.e., any past or
present  releasing,  spilling,  leaking, pumping, pouring, emitting, emptying,
discharging,  injecting,  escaping,  leaching,  disposing,  or  dumping)  of
Hazardous  Materials at, on, to, or from any part of the Developed Real Estate
or  the  Undeveloped  Real  Estate;

          xxv)      There are no PCBs or friable asbestos located or contained
at,  on,  or  in any part of the Developed Real Estate or the Undeveloped Real
Estate;

          xxvi)     No lien has been imposed on any part of the Developed Real
Estate or the Undeveloped Real Estate by any federal, state, local, or foreign
governmental  agency  or authority due to either the presence of any Hazardous
Material  on,  off,  or  in  any  part  of  the  Developed  Real Estate or the
Undeveloped  Real  Estate  or  a  violation  of any Environmental Requirement;

          xxvii)        Seller has not received any notices issued pursuant to
the  citizen's suit provision of any Environmental Requirement relating to any
part  of  the  Developed  Real  Estate  or  the  Undeveloped  Real  Estate;

          xxviii)         Seller has not received any request for information,
notice,  demand, letter, administrative inquiry, formal or informal complaint,
or  claim  with  respect  to  the  state of the environment, including natural
resources  (e.g.,  flora  and  fauna),  soil, surface water, ground water, any
present or potential drinking water supply, subsurface strata, or ambient air,
relating  to  or  arising  out  of  the  use,  handling,  storage,  treatment,
recycling,  generation,  transportation,  spilling, leaking, pumping, pouring,
injecting,  emptying,  discharging,  emitting,  escaping,  leaching,  dumping,
disposal,  release,  or  threatened release of Hazardous Materials, whether or
not  discovered  which  could  or  does  result  in  Environmental  Claims
(collectively  "Environmental  Conditions").    With  respect to Environmental
Claims by third parties, Environmental Conditions also include the exposure of
persons to Hazardous Materials at the work place or the exposure of persons or
property  to Hazardous Materials migrating or otherwise emanating from, to, or
located  at,  under,  or  on the Developed Real Estate or the Undeveloped Real
Estate.    In  addition,  Seller has not received any request for information,
notice,  demand, letter, administrative inquiry, formal or informal complaint,
or claim with respect to a violation of any Environmental Requirement relating
to  any  part  of  the  Developed  Real Estate or the Undeveloped Real Estate;

          xxix)          There have been no environmental investigations, site
assessments  or  audits, or soil or groundwater sampling conducted at any part
of  the  Developed  Real Estate or the Undeveloped Real Estate by Seller or to
Seller's  knowledge,  by  any  other  person  or  entity;  and

          xxx)       None of the Developed Real Estate or the Undeveloped Real
Estate on which Seller intends to construct a residential dwelling or building
is located within a "critical," "preservation," "conservation" or similar type
of  area  which  will  affect Seller's present development plans therefor.  No
wetlands  exist  which  will restrict development of any part of the Developed
Real  Estate  or  the  Undeveloped  Real  Estate as contemplated by Seller nor
render the cost of its development of any part of the Developed Real Estate or
the Undeveloped Real Estate materially in excess of Seller's budget therefor. 
No  portion  of  any part of the Developed Real Estate or the Undeveloped Real
Estate  which  Seller  has  developed  or  intends  to develop for residential
buildings  and  dwellings  is  situated  within  a  "noise cone" such that the
Federal  Housing  Administration  will  not approve mortgages due to the noise
level  classification  of  such  real  estate.

          xxxi)        The Balance Sheet and the annual financial statement of
the  Seller  for each of the years 1995, 1996 and 1997 are true and correct in
all  material aspects, have been prepared from the books and records of Seller
in  accordance  with  GAAP  consistently  applied, and contain and reflect all
material  adjustments  or  accruals  necessary  for a fair presentation of the
financial  condition  and  results of the operations of Seller for the periods
indicated.

          xxxii)     Each of the representations, warranties and covenants set
forth in the Agreement and Plan of Merger are incorporated herein by reference
with  Seller  included  in  the  definition  of  "Pinehurst  Entities."

          xxxiii)          All development costs related to the Real Property,
including  all  costs  of road construction, water mains and pumping stations,
have  been  paid in full with the exception of $3,100.00 and entrance costs of
$50,000.

     4.2       Representations of Purchaser.  Purchaser represents, warrants
and  covenants  to  Seller  that:

          i)         Purchaser is a North Carolina corporation duly organized,
existing  and  in good standing under the laws of the State of North Carolina,
and  has  all  requisite  power  and  authority to consummate the transactions
contemplated  hereby.

          ii)       The execution, delivery, and performance of this Agreement
will  not  result in any violation or constitute a default under any agreement
or  instrument  to  which  Purchaser  is  a  party.

          iii)     No consent, authorization or approval of, exemption by , or
filing  with any governmental or administrative authority, or any third party,
is  required  to  be  obtained  or  made  by  Purchaser in connection with the
execution,  delivery  and  performance  of  this  Agreement.

     4.3          Survival  of  Representations  and  Warranties.    All
representations  and  warranties contained in this Agreement shall (i) be true
at  the  closing  of the purchase of the Property, (ii) not be merged into any
deed  or  other  document  and (iii) shall survive the execution, delivery and
performance  of  this  Agreement.
 .
5.          CLOSING.

     5.1      The closing on the purchase of the Property shall be held at the
same  time  and  location  as the closing of the Agreement and Plan of Merger.

     5.2     At closing Seller, at its sole cost, shall execute and/or deliver
to  Purchaser  the  following:

          i)       Warranty deed conveying fee simple title to the Undeveloped
Real  Estate  and  the  Unsold Units, subject only to the matters set forth in
this  Agreement;

          ii)     An assignment, in a form reasonably acceptable to Purchaser,
of  all  of  Purchaser's  right, title and interest in and to the Declaration,
including    but  not  limited  to  Seller's  development  rights.

          iii)          Vendor's  affidavit  in  a  mutually  agreeable  form;

          iv)     Mortgage release(s), if necessary, as specified in the Title
Commitment,  stating  that  all  mortgages  encumbering the Property have been
released  and  satisfied;

          v)          Non-Foreign  Affidavit  in  compliance  with  IRC  1445;

          vi)      Exclusive possession of the Undeveloped Real Estate and the
Unsold  Units;

          vii)     All other documentation which may reasonably be required by
the  title company in order to insure Purchaser with good and marketable title
to the Undeveloped Real Estate and the Unsold Units, which can be furnished by
the  Seller  without  material  cost  or  expense;  and

          viii)     All other documents necessary to complete the transactions
contemplated  by  this  Agreement.

     5.3        Seller and Purchaser shall share equally the cost of any state
and/or  local transfer conveyance taxes in the amount required by law.  Seller
and Purchaser shall share equally the cost of recording all documents required
in  Section  5.2  above.    Each  party shall pay its own attorney fees.  Real
estate  taxes  and  assessments  and  owner  association  dues  or  fees,  if
applicable,  relating  to  the Unsold Units or the Undeveloped Real Estate for
the  calendar  year  of  the  closing  shall be prorated between Developer and
Builder  as  of  the  Closing  date.

     5.4     Seller and Purchaser shall share equally the cost of obtaining an
owner's  policy  of  title  insurance  for the Undeveloped Real Estate and the
Unsold Units to be conveyed, as described in the Title Commitment to be issued
by  the  title  company.

6.      TERM/CURE AND DEFAULT.  No failure or default by either party hereto
concerning any act required by it shall result in the termination of any right
of  either  party hereunder, until such party shall have failed to remedy such
failure  or  cure  such default within ten (10) days after the receipt of such
written  notice.  Receipt shall be assumed upon the earlier of actual receipt,
or  three  (3) days after such notice is placed in the U.S. Mail, as set forth
in  Paragraph  7.3,  "Notices".

7.        POST CLOSING COVENANTS Within five (5) days after the closing, the
Members  shall  cause Seller to be dissolved pursuant to the laws of the State
of  South  Carolina.

8.          MISCELLANEOUS  PROVISIONS.

     8.1     Counterparts.  This Agreement may be executed simultaneously in
two  or  more counterparts, each of which shall be deemed an original, but all
of  which  together  shall  constitute  one  and  the  same  instrument

     8.2          Expenses.   Purchaser and Seller shall each bear their own
legal,  accounting,  and  out-of-pocket  expenses  in  connection  with  this
Agreement  and  the  negotiation  and  consummation  of  the  transactions
contemplated  herein.

     8.3       Public Announcements. Before the Closing Purchaser and Seller
and  their  respective  representatives  shall  not make any public release of
information regarding the matters contemplated herein, except (i) that a press
release  mutually  agreed upon by Purchaser and Seller shall be jointly issued
by  Purchaser  and  Seller  as soon as practicable after the execution of this
Agreement;  (ii)  that  Purchaser  and Seller may continue communications with
employees,  customers,  suppliers, franchises, lenders, lessors, shareholders,
and  other  groups  as may be legally required or appropriate and which is not
inconsistent  with  the best interests of any party or the prompt consummation
of  the  transactions  contemplated  herein;  and  (iii)  as  required by law.

     8.4        Risk of Loss.  Until the Closing, the risks of ownership and
loss  of the Property shall be borne by the Seller.  If, prior to the Closing,
all  or  any  part  of  the  Property is damaged by fire or by any other cause
whatsoever,  or  are  taken,  in  whole  or  in part, by condemnation or other
exercise  of  eminent  domain,  Seller  shall  promptly give Purchaser written
notice  of  such damage or taking.  In the event of any such damage or taking,
Purchaser  shall  have  the  option  to  require  Seller  either  to:

          (a)      consummate the transactions contemplated by this Agreement;
or

          (b)          terminate  this  Agreement.

     8.5     Index and Captions.  The index and the captions of the Sections
and  Articles  of this Agreement are solely for convenient reference and shall
not be deemed to affect the meaning or interpretation of any paragraph hereof.

     8.6          Notices.  All  notices,  requests,  demands  and  other
communications  hereunder shall be in writing and shall be deemed to have been
duly given and received (a) upon delivery, if personally delivered; (b) on the
fifth  day  after  being  deposited  with  the U.S. Postal Service, if sent by
certified  or  registered  mail, return receipt requested; (c) on the next day
after  being deposited with a reliable overnight delivery service; or (d) upon
receipt of an answer back, if transmitted by facsimile, postage prepaid in all
cases  other  than  facsimile,  addressed  to the other party at the following
addresses,  or  facsimile  numbers  in  the  case  of  a  facsimile:

If  the  Purchaser,  to:

Crossmann  Communities,  Inc.
9202  North  Meridian  Street,  Suite  300
Indianapolis,  Indiana    46268
Attention:  John  B.  Scheumann

Tel.  No.:    (317)  843-9514
Facsimile  No.:    (317)  571-2210

With  a  copy  to:

Steven  K.  Humke
ICE  MILLER  DONADIO  &  RYAN
One  American  Square
Box  82001
Indianapolis,  Indiana    46282-0002

Tel.  No.:    (317)  236-2394
Facsimile  No.:    (317)  236-5817

If  to  Seller  or  the  Members  to:

     James  T.  Callihan
     Ralph  R.  Teal  Jr.
     Jeffrey  H.  Skelley
     11239  Beach  Drive  S.W.
     Calabash,  North  Carolina    28467

     Tel.  No.:    (910)  579-3121
     Facsimile  No.:    (910)  579-4715

With  a  copy  to:

     James  M.  Sack
     Sack  &  Associates
     8300  Greensboro  Drive,  Suite  1080
     McLem,  Virginia

     Tel.  No.:    (703)  883-0102
     Facsimile  No.:    (703)  883-0108

     Any party may change its address for the purpose of this Section 8.6 by
giving  the  other  party  written notice of its new address in the manner set
forth  above.

     8.7         Entire Agreement.  This Agreement, the agreements expressly
contemplated  hereby, including, but not limited to, the Agreement and Plan of
Merger  and that certain Agreement and Plan of Merger of even date herewith by
and  among Crossmann Communities, Inc., Purchaser, River Oaks Golf Development
Corporation  and the Stockholders (as defined therein) (the "River Oaks Merger
Agreement"),  the  Exhibits and Schedules referred to herein which form a part
of  this  Agreement  and a side letter that the parties may enter into contain
the  entire  understanding  of  the parties hereto with respect to the subject
matter  hereof  and  thereof.    There  are  no  representations,  promises,
warranties, covenants, or undertakings other than those expressly set forth or
provided  for  in  this  Agreement or in the agreements expressly contemplated
hereby including, but not limited to, the Agreement and Plan of Merger and the
River  Oaks  Merger  Agreement.    This Agreement and the agreements expressly
contemplated  hereby supersede all prior agreements and understandings between
the  parties with respect to the transactions contemplated by this Agreement. 
No provision of this Agreement may be amended or waived except in writing, and
no  such  amendment  shall  extend to anything other than the specific subject
matter  thereof.    Callihan, Teal and Skelley expressly acknowledge and agree
that  they  have  an obligation to indemnify the Purchaser for any breach of a
representation, warranty or covenant contained in this Agreement and that such
obligation,  with  the exception of the survival periods, shall be governed by
Article  VI  of  the  Agreement  and  Plan  of  Merger.

     8.8      Waiver of Compliance.  The party for whose benefit a warranty,
representation,  covenant, or condition is intended may, in writing, waive any
inaccuracies in the warranties and representations contained in this Agreement
or  waive  compliance with any of the covenants or conditions contained herein
and  so waive performance of any of the obligations of the other party hereto,
and  any  defaults  hereunder;  provided, however, that such waiver must be in
writing,  and  shall  not  affect  or  impair  the waiving party's rights with
respect  to  any  other  warranty,  representation,  covenant,  or any default
hereunder,  nor  shall  any  waiver  constitute  a  continuing  waiver.

     8.9       Validity of Provisions.  Should any part of this Agreement be
declared  by  any court of competent jurisdiction to be invalid, such decision
shall  not  affect  the  validity of the remaining portions of this Agreement,
which  shall  continue  in full force and effect as if this Agreement had been
executed  with  the invalid portion thereof eliminated therefrom, it being the
intent  of the parties that they would have executed the remaining portions of
this  Agreement  without  including  any  such  part  or  portion which may be
declared  invalid.

     8.10     Schedules and Exhibits. Each and every Schedule and Exhibit to
this  Agreement,  and  each  and  every document to be delivered in the future
pursuant to this Agreement is hereby incorporated into this Agreement and made
an  integral  part  hereof.

     8.11     No Intention to Benefit Third Parties.  The provisions of this
Agreement  are  not  intended to, and shall not, benefit any person other than
the  parties to this Agreement, the provisions hereof are not intended to, and
shall  not  create  any  third  party  beneficiary  right  in  any  person.

     8.12       Successors and Assigns.  This Agreement shall be binding on,
and shall inure to the benefit of, the parties and their respective successors
and  permitted assigns; provided, however, that no party may assign any rights
or  obligations  under this Agreement without the prior written consent of the
other  parties  hereto.

     8.13        Relationship of Parties.  This Agreement is not intended to
be,  and  shall not create a partnership or joint venture relationship between
the  parties.    It is intended that the sole relationship between the parties
shall  be  that  of  Seller  and  Purchaser.

     8.14          Time.    Time  is  of  the  essence  in  this  Agreement.

     8.15          Governing  Law.   This Agreement shall be governed by and
interpreted  in accordance with the laws of the State in which the Undeveloped
Real  Estate  is  located.

8.16      Brokers.  Each Party hereunder represents to the other that it has
not  contacted  or  been contacted by, any real estate broker or sales person,
finder  or  like  person,  in  connection  with  Purchaser's  purchase  of the
Property.    Each  party agrees to indemnify and hold the other party harmless
from  and  against  any and all claims for commissions due any person claiming
by,  through  or  under  such  indemnifying  party.

     8.17          Memorandum  of  Agreement.    Neither  this Agreement nor
Memorandum  of  this  Agreement  shall  be  placed  of record by either party.


     IN  WITNESS  WHEREOF,  the  parties,  by their respective duly authorized
officers  or  agents,  have  executed this Agreement on the date first written
above.

     SELLER

     TRUE  BLUE  DEVELOPMENT,  LLC
     a  South  Carolina  limited  liability  company


     By:/s/  James  T.  Callihan

     Its:
     By:  /s/  Ralph  R.  Teal,  Jr.

     PURCHASER

CROSSMANN  COMMUNITIES
     OF  NORTH  CAROLINA,  INC.,  an
     North  Carolina  corporation


     By:/s/  Jennifer  A.  Holihen



                     (printed  name  and  title)



MEMBERS

/s/  James  T.  Callihan
James  T.  Callihan

/s/  Ralph  R.  Teal,  Jr.
Ralph  R.  Teal,  Jr.


/s/Jeffrey  H.  Skelley
Jeffrey  H.  Skelley

/s/  Charles  D.  Floyd
Charles  D.  Floyd

/s/  Ralph  C.  Jones
Ralph  C.  Jones


     EXHIBIT  A

               LEGAL DESCRIPTION OF THE UNDEVELOPED REAL ESTATE



















<PAGE>
                                 EXHIBIT B

                  LEGAL DESCRIPTION OF DEVELOPED REAL ESTATE








<PAGE>
                                 EXHIBIT C

                       LIST OF UNSOLD CONDOMINIUM UNITS


<PAGE>
                                 EXHIBIT D

                                BALANCE SHEET



<PAGE>
                                 EXHIBIT E

                             ASSUMED LIABILITIES



<PAGE>
                                EXHIBIT 4.1


None.







EXHIBIT  10.51








                         AGREEMENT AND PLAN OF MERGER

                    DATED AS OF THE 29TH DAY OF MAY, 1998

                                 BY AND AMONG

                         CROSSMANN COMMUNITIES, INC.

                CROSSMANN COMMUNITIES OF NORTH CAROLINA, INC.

                                     AND

                   RIVER OAKS GOLF DEVELOPMENT CORPORATION

                              JAMES T. CALLIHAN

                              RALPH R. TEAL, JR.

                              JEFFREY H. SKELLEY

                               CHARLES D. FLOYD

                                     AND

                                RALPH C. JONES




                             TABLE OF CONTENTS

                                                                        PAGE

ARTICLE  I          THE  MERGER          1


     Section  1.01          Merger          1

     Section  1.02Effective  Time          2

     Section  1.03Legal  Effect          2

     Section  1.04Name          2

     Section  1.05Other  Actions          2

ARTICLE  II          CORPORATE  GOVERNANCE          2


     Section  2.01Articles  of  Incorporation  and  Bylaws          2

     Section  2.02Directors  and  Officers          2

ARTICLE  III          CONVERSION  OF  AND  PAYMENT  FOR  SHARES          3


     Section  3.01Conversion          3

     Section  3.02Payment  of  the  Merger  Consideration.          3

     Section  3.03Certificates          3

ARTICLE  IV          REPRESENTATIONS  AND  WARRANTIES  OF  RIVER  OAKS
AND  THE  STOCKHOLDERS          4


     Section  4.01Title  to  Property          4

     Section  4.02Authority;  Consent          4

     Section  4.03Consents  and  Approvals          5

     Section  4.04Organization          5

     Section  4.05Capital  Structure  of  River Oaks and Related Matters     5

     Section  4.06No  Subsidiaries  or  Other  Interests          5

     Section  4.07Title  to  Shares          5

     Section  4.08Financial  Statements  of  River  Oaks          6

     Section  4.09Absence  of  Undisclosed  Liabilities          6

     Section  4.10Tax  Matters          6

     Section  4.11Compliance  with  Laws;  No  Default  or  Litigation       7

     Section  4.12Personal  Property  Owned          7

     Section  4.13Personal  Property  Leased          8

     Section  4.14Developed  Real  Property          8

     Section  4.15Undeveloped  Real  Property          9

     Section  4.16Real  Property  Leases          9

     Section  4.17Land  Contracts          9

     Section  4.18Real  Property  Generally          10

     Section  4.19Homeowner  Associations          12

     Section  4.20Environmental  Compliance          13

     Section  4.21Contracts          14

     Section  4.22Accounts  and  Notes  Receivable          15

     Section  4.23Permits          15

     Section  4.24Intellectual  Property          16

     Section  4.25Labor  Relations:  Employees          16

     Section  4.26Employee  Benefit  Plans          17

     Section  4.27Warranty  Liability          18

     Section  4.28Conduct  of  the Corporation Since the Interim Balance Sheet
Date          18

     Section  4.29Outstanding  Debt  and  Related  Matters          19

     Section  4.30Power  of  Attorney          20

     Section  4.31Absence  of  Certain  Business  Practices          20

     Section  4.32Minute  Book  and  Stock  Record  Book          20

     Section  4.33Directors  and  Officers          20

     Section  4.34S  Corporation  Status          20

     Section  4.35Investment  Intent          20

     Section  4.36Access  to  Information          21

     Section  4.37Accredited  Investor          21

     Section  4.38Sophistication  of  Each  Stockholder          21

     Section  4.39Letters  of  Intent  and  Sale  Discussions          21

     Section  4.40Distributions          21

     Section  4.41Closings          21

     Section  4.42Brokers  Commissions          21

     Section  4.43Due  Diligence          22

     Section  4.44Disclosure          22

     Section  4.45Survival          22

     Section  4.46Other  Limitations          22

ARTICLE  V          REPRESENTATIONS  AND  WARRANTIES  OF  THE PURCHASER     22


     Section  5.01Authority:  Consent          22

     Section  5.02Consents  and  Approvals          23

     Section  5.03Corporate  Organization          23

     Section  5.04SEC  Documents  and  Other  Reports          23

     Section  5.05Shares          24

ARTICLE  VI          [INTENTIONALLY  DELETED]          24

ARTICLE  VII          TAXES          24


     Section  7.01Preparation  of  Return          24

     Section  7.02Cooperation          24

     Section  7.03Tax  Agreements          25

ARTICLE  VIII          CONDITIONS  PRECEDENT  TO  OBLIGATIONS  OF  RIVER  OAKS
AND  THE  STOCKHOLDERS          25


     Section  8.01Performance  of  the  Obligations  of  the  Purchaser     25

     Section  8.02Consents  and  Approvals          25

     Section  8.03No  Violation  of  Orders          25

ARTICLE  IX        CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PURCHASER     25


     Section  9.01Performance  of  the  Obligations  of  River  Oaks  and  the
Stockholders          26

     Section  9.02Completion  of  Due  Diligence          26

     Section  9.03Consents  and  Approvals          26

     Section  9.04No  Violation  of  Orders          26

     Section  9.05Title  Insurance          26

     Section  9.06Employment  Agreements          26

     Section  9.07Noncompetition  Agreements          27

     Section  9.08Satisfaction  of  Fees  and  Note  and  Release          27

     Section  9.09[Intentionally  Deleted]          27

     Section  9.10Lease          27

     Section  9.11.[Intentionally  Deleted]          27

     Section  9.12Contribution  of  New  Homes  Sales  Division          27

     Section  9.13True  Blue  Acquisition  and  Pinehurst  Merger          27

     Section  9.14CTS  Acquisitions,  Inc.  and  Callihan,  Teal  and
Skelley  Development,  Inc.          27

ARTICLE  X          TERMINATION          28


     Section  10.01Termination;  Failure  to  Close          28

     Section  10.02Effect  of  Termination          28

ARTICLE  XI          CLOSING          28


     Section  11.01          Closing  Date          28

     Section  11.02Deliveries  by  River  Oaks          28

     Section  11.03Deliveries  by  Purchaser          30

ARTICLE  XII          POST-CLOSING  COVENANTS  OF  THE  STOCKHOLDERS        30


     Section  12.01Acquisition  of  Additional  Consideration  Shares       30

     Section  12.02Voting  Agreement          30

     Section  12.03Proxy  Solicitations          31

     Section  12.04Formation  of  a  "Group"          31

     Section  12.05Dissolution  of  River  Oaks  Commercial          32

     Section  12.06.[Intentionally  Deleted]          32

     Section  12.07North  South          32

ARTICLE  XIII          POST  CLOSING  COVENANTS  OF  THE  PURCHASER         32


     Section  13.01Filing  of  Registration  Statement          32

     Section  13.02Piggyback  Registrations          33

     Section  13.03Repayment  of  Existing  Debt          34

ARTICLE  XIV          MISCELLANEOUS          34


     Section  14.01Counterparts          34

     Section  14.02Expenses          34

     Section  14.03Public  Announcements          34

     Section  14.04Risk  of  Loss          34

     Section  14.05Index  and  Captions          35

     Section  14.06Notices          35

     Section  14.07Entire  Agreement          36

     Section  14.08Waiver  of  Compliance          37

     Section  14.09Validity  of  Provisions          37

     Section  14.10Schedules  and  Exhibits          37

     Section  14.11No  Intention  to  Benefit  Third  Parties          37

     Section  14.12Successors  and  Assigns          37

     Section  14.13Governing  Law          37

     Section  14.14Guaranty          37

     Section  14.15Shareholder  Agreements          37

ARTICLE  XV          DEFINITIONS          38













                        AGREEMENT AND PLAN OF MERGER


     THIS AGREEMENT AND PLAN OF MERGER ("Agreement"), dated as of the 29th day
of  May,  1998  is  by  and  among  CROSSMANN  COMMUNITIES,  INC.,  an Indiana
corporation  ("Crossmann"),  Crossmann  Communities of North Carolina, Inc., a
North  Carolina  corporation  ("CCNC"  and  together  with  Crossmann,  the
"Purchaser"),  River  Oaks  Golf  Development  Corporation,  a  South Carolina
corporation  ("River Oaks") and James T. Callihan, Ralph R. Teal, Jr., Jeffrey
H.  Skelley,  Charles  D.  Floyd  and  Ralph  C.  Jones  (collectively  the
"Stockholders").

                                  WITNESSETH

     WHEREAS,  River  Oaks is engaged in the business of acquiring undeveloped
real  estate,  developing such real estate, building and selling single family
and  multi-family  homes  built on such real estate and engaging in activities
ancillary  thereto.

     WHEREAS,  the Purchaser, in reliance upon the representations, warranties
and  covenants of River Oaks and the Stockholders set forth herein, desires to
acquire  all of the outstanding stock of River Oaks by merging River Oaks with
and  into  CCNC  (the  "Merger")  pursuant  to  the  terms  and subject to the
conditions  set  forth  in  this  Agreement.

     WHEREAS,  for  the  purposes  of this Agreement the term River Oaks shall
include  River  Village Development Corporation which was merged with and into
River  village  on  or  about  May  28,  1998.

     WHEREAS,  Article  XV  lists  defined  terms  used  in  this Agreement.

     NOW  THEREFORE,  in  consideration  of  the  representations, warranties,
mutual covenants, and agreements herein contained, and other good and valuable
consideration,  the  receipt and sufficiency of which are hereby acknowledged,
the  Purchaser,  River  Oaks  and  the  Stockholders  hereby agree as follows:


                               I     abARTICLE

                                  THE MERGER

1.01          ab     Section.  Merger.   Upon the terms and subject to the
satisfaction  of  the  conditions precedent contained in this Agreement, River
Oaks  shall  be  merged  with  and  into  CCNC,  which  shall be the surviving
corporation.    The Merger shall be effected pursuant to the provisions of and
with  the  effect provided in the North Carolina Business Corporation Act (the
"NCBCA")  and  the  South  Carolina  Business  Corporation  Act  of  1988 (the
"SCBCA").    Upon  the  consummation  of the Merger, the separate existence of
River  Oaks  shall  cease,  the  corporate  existence  of CCNC with all of its
purposes,  powers  and objects shall continue unaffected and unimpaired by the
Merger,  and  River  Oaks and CCNC shall be a single corporation.  The parties
hereto intend that the Merger shall be treated as a reorganization pursuant to
Sections  368(a)(1)(A)  and  368(a)(2)(D)  of  the  Code.

1.02       ab     Section.  Effective Time.   If (a) all of the conditions
precedent  to  the  Merger  set  forth in Article  VIII and Article IX are
satisfied  or  waived,  and  (b) this Agreement is not terminated prior to the
Closing  as  permitted  by  the  provisions of this Agreement, then as soon as
practicable  following  the  Closing,  the  Purchaser  shall cause Articles of
Merger  for  the  merger  of   River Oaks with and into CCNC conforming to the
requirements  of  the (a) NCBCA to be filed with the Secretary of State of the
State  of  North Carolina in the manner provided under the NCBCA and (b) SCBCA
to  be filed with the Secretary of State of the State of South Carolina in the
manner  provided  under  the  SCBCA.   The Merger shall become effective as of
noon,  Indianapolis  time, on the date of the filing of the Articles of Merger
(the  "Effective  Time").

1.03     ab     Section.  Legal Effect.   At and after the Effective Time,
CCNC  shall  possess  all  of  the  rights, privileges, immunities, powers and
franchises  of  River Oaks and shall have all of the duties and liabilities of
River  Oaks,  in  accordance  with  the  NCBCA  and  SCBCA.

1.04       ab     Section.  Name.   Following the Merger, the name of CCNC
shall  remain  "Crossmann  Communities  of  North  Carolina,  Inc.;" provided,
however,  that  CCNC  may, at the sole discretion of the Board of Directors of
CCNC  and/or  the  Board  of  Directors  of  Crossmann,  file  appropriate
documentation with the Secretary of State of the State of South Carolina to do
business  in  that  state  as  "Pinehurst  Builders,  a  division of Crossmann
Communities,  Inc."

1.05      ab     Section.  Other Actions.   The Purchaser, River Oaks, and
the  Stockholders  shall  take  all  other    actions  as may  be necessary or
appropriate  in  order  to  effectuate  the  transactions contemplated by this
Agreement.    If any further action is necessary or desirable to carry out the
purposes  of  this  Agreement  after  the  Effective  Time,  the  officers and
directors  of  the  Purchaser  shall  have  the authority to take that action.

                               II     abARTICLE

                             CORPORATE GOVERNANCE

2.01          ab     Section.  Articles of Incorporation and Bylaws.   The
Articles of Incorporation and Bylaws of CCNC as in effect immediately prior to
the Effective Time shall continue as the Articles of Incorporation and Bylaws,
respectively,  of  CCNC following the Effective Time until amended or repealed
as  provided  by  applicable  law.

2.02          ab     Section.  Directors and Officers.   The directors and
officers of CCNC immediately prior to the Effective Time shall continue as the
directors  and  officers  of CCNC following the Effective Time, to serve until
their  successors  shall  have been duly elected or appointed and qualified in
the manner provided in the Articles of Incorporation and Bylaws of CCNC, or as
otherwise  provided  by  applicable  law.
                              III     abARTICLE

                     CONVERSION OF AND PAYMENT FOR SHARES

3.01      ab     Section.  Conversion.   At the Effective Time, each share
of  common stock of River Oaks ("River Oaks Stock") which shall be outstanding
immediately  prior  to  the  Effective Time shall, by virtue of the Merger and
without  any  action  on the part of the holder thereof, be converted into the
right  to  receive  cash  and  common  shares of Crossmann (the "Consideration
Shares") as set forth on Schedule 3.01 (the "Merger Consideration"), and all
certificates  formerly representing shares of River Oaks Stock shall be deemed
canceled  and  shall  represent  only  the  right  to  receive  the  Merger
Consideration.  After the Effective Time, the holder of a certificate formerly
representing  shares  of River Oaks Stock shall have no rights with respect to
such  shares  other  than as provided by this Article III or the laws of the
State  of North Carolina or the State of South Carolina.  The aggregate number
of  Consideration Shares which shall be delivered to the Stockholders pursuant
to  this  Section 3.01 shall be determined by dividing (a) $1,350,000 by (b)
the average of the average of last bid and ask prices for the common shares of
Crossmann  as  reported  by  the  National  Association  of Securities Dealers
Automated  Quotation  System--National  Market  System  ("NASDAQ-NMS") for the
period  beginning  on  April 30, 1998 and ending on May 13, 1998.  The parties
acknowledge  that  this  calculation  results  in  an  aggregate  of  50,771
Consideration  Shares  being  delivered  to  the  Stockholders.

3.02     ab     Section.  Payment of the Merger Consideration.  The Merger
Consideration  shall  be  delivered  by  the  Purchaser  at  the  Closing.  
Certificates  representing the Consideration Shares delivered by the Purchaser
in  connection  with  the  Merger shall bear a legend indicating the manner in
which  such  Consideration  Shares  were  acquired  by  the  Stockholders  and
requiring  compliance  with the registration requirements under the Securities
Act  prior  to  resale.    No  certificates  or  scrip representing fractional
Consideration  Shares  shall  be  issued  in  the Merger, and no holder of any
fractional  share interest shall be entitled to vote, to receive any dividends
or  other  distributions  paid  or  declared  on  Consideration  Shares, or to
exercise  any  other rights as a shareholder of Crossmann with respect to such
fractional  share  interest.    Each  holder  of  River  Oaks  Stock who would
otherwise  be entitled to receive a fractional Crossmann Share in exchange for
that  holder's River Oaks Stock hereunder shall be entitled, upon surrender of
certificates  for  River  Oaks  Stock  in  accordance  with this Agreement, to
receive  in  lieu of such fractional share interest an amount in cash equal to
the amount of the fractional share interest multiplied by the closing price of
the  Crossmann  Share  on  the  Closing  Date.

3.03       ab     Section.  Certificates.   The Stockholders shall deliver
at  the  Closing  certificates  representing  the River Oaks Stock outstanding
immediately  prior  to  the Closing or to the extent such certificates are not
available,  shall  execute  such  affidavits  and indemnities and provide such
bonds  as  the  Purchaser  may  reasonably  require.

                               IV     abARTICLE

                 REPRESENTATIONS AND WARRANTIES OF RIVER OAKS
                             AND THE STOCKHOLDERS

     As  a  material  inducement to the Purchaser to enter into this Agreement
and  other  agreements  and  documents executed by the Purchaser in connection
with  this  Agreement,  and to consummate the transactions contemplated hereby
and  thereby,  River Oaks and each Stockholder jointly and severally represent
and  warrant  to  the  Purchaser  that:

4.01          ab     Section.  Title to Property.   Except as set forth in
Schedule 4.01, River Oaks has good, valid and marketable title to all of its
Assets,  free  and clear of all Liens, except for Liens for property Taxes not
yet  due  and  payable.

4.02          ab        Section.  Authority; Consent.   River Oaks and the
Stockholders  each has the full capacity, right, power, and authority to enter
into,  execute,  and  deliver  this  Agreement, to consummate the transactions
contemplated  by  this Agreement, and to comply with and fulfill the terms and
conditions of this Agreement.  River Oaks has the full capacity, right, power,
and  authority  to  consummate the Merger.  The execution and delivery of this
Agreement  by    River  Oaks  and  the  consummation  by  River  Oaks  of  the
transactions  contemplated hereby have been duly and validly authorized by all
necessary  action  on the part of the Board of Directors of River Oaks and the
Stockholders.    This  Agreement constitutes a valid and binding obligation of
River  Oaks  and  the Stockholders enforceable against each in accordance with
its  terms and conditions, subject as to enforcement to applicable bankruptcy,
insolvency,  reorganization,  and  other similar laws of general applicability
relating  to  or  affecting  creditors rights generally.  No further action is
necessary  by  River  Oaks  or  the Stockholders, or any of them, to make this
Agreement  valid  and binding upon it or him and enforceable against it or him
in  accordance  with  the  terms  hereof  or  to  carry  out  the transactions
contemplated  hereby.    Except  as  set forth in Schedule 4.02, neither the
execution  and  delivery  of  this  Agreement,  nor  the  consummation  of the
transactions  contemplated  hereby,  nor  compliance  by  River  Oaks  or  the
Stockholders  with  any  of  the  provisions  of  this  Agreement  will:

(a)         ab     Conflict with, violate, result in a breach of, constitute a
material  default  (or  an  event which, with notice or lapse of time or both,
would  constitute  a default) under, or give rise to any right of termination,
cancellation,  or  acceleration  under  any  provision  of  the  Articles  of
Incorporation  or the Bylaws of River Oaks, or any of the terms, conditions or
provisions  of any note, credit agreement, security or pledge agreement, Lien,
bond,  mortgage,  indenture,  license, lease, contract, commitment, agreement,
understanding,  arrangement, restriction, or other instrument or obligation to
which  River  Oaks or any Stockholder is a party or by which River Oaks or any
Stockholder  or  any  of  their  respective properties or assets may be bound;

(b)          ab       Violate any law, rule or regulation of any government or
governmental  agency  or  body,  or  any Judgment, order, writ, injunction, or
decree  of  any  court,  administrative agency, or governmental agency or body
applicable  to  River  Oaks  or  any  Stockholder  or  any of their respective
properties,  assets,  or  outstanding  membership  interests  shares, or other
securities  of  River  Oaks;  or

(c)         ab     Constitute an event which, with or without notice, lapse of
time,  or action by a third party, could trigger a default of any of the Debt,
or  any  portion  thereof,  result in the creation of any Lien upon any of the
Assets or any Stockholder, or cause the maturity of any liability, obligation,
or  debt  of  River  Oaks  or  any Stockholder to be accelerated or increased.

4.03     ab     Section.  Consents and Approvals.   Except as set forth on
Schedule 4.03, the execution, delivery, and performance of this Agreement by
River  Oaks  and  the  Stockholders and the consummation by River Oaks and the
Stockholders  of  the  transactions  contemplated  hereby will not require any
notice  to,  or  consent,  authorization,  or  approval  from  any  court  or
governmental  authority  or  any  other  third  party.  Except as set forth in
Section  4.03,  any and all notices, consents, authorizations, and approvals
set  forth  on  Schedule  4.03  have  been  made  and  obtained.

4.04        ab     Section.  Organization.   River Oaks is duly organized,
validly  existing  and  in good standing under the laws of the jurisdiction of
its  organization.    River  Oaks has all the requisite power and authority to
own, lease, and operate its properties and to carry on its business operations
as  it  is now being conducted.  Prior to the Closing, River Oaks will deliver
to  the  Purchaser  (a) a copy of its Articles of Incorporation, including all
amendments  thereto,   certified as true, complete, and presently in effect by
the Secretary of State of its jurisdiction of organization,  (b) a copy of its
Bylaws,  including  all  amendments  thereto,  certified as true, complete and
presently  in effect by its Secretary, and (c) Certificate of Existence issued
by  the  Secretary  of  State  of  its  jurisdiction  of  organization.

4.05          ab      Section.  Capital Structure of River Oaks and Related
Matters.     The total authorized and outstanding capital stock of River Oaks
is  set  forth  on  Schedule 4.05.  All outstanding shares of the River Oaks
Stock  have  been  duly  authorized,  validly  issued  and  are fully paid and
non-assessable.    No  capital  stock  of River Oaks is entitled to preemptive
rights.    River Oaks does not have any outstanding options, warrants or other
rights  of  any  kind  to  acquire  any  shares  of  any River Oaks Entity, or
securities  convertible into or exchangeable for, or which otherwise confer on
the  holder  thereof  any  right  to acquire, any shares of River Oaks, nor is
River  Oaks  committed  to  issue any such option, warrant, right or security.

4.06     ab     Section.  No Subsidiaries or Other Interests.   River Oaks
does  not  have any subsidiaries and does not own, directly or indirectly, any
debt  or  equity  interest  in  any  Person.

4.07      ab     Section.  Title to Shares.   Each of the Stockholders has
legal,  valid and marketable title to the shares of common stock of River Oaks
set  forth  opposite his name on Schedule 4.07, free and clear of all Liens,
buy-sell  agreements,  cross-purchase  agreements,  stockholder  agreements or
restrictions.

4.08       ab     Section.  Financial Statements of River Oaks.   True and
complete  copies  of the annual financial statements of River Oaks for each of
the  years  1995,  1996  and  1997 and the internally prepared interim balance
sheet  (the  "Interim  Balance Sheet") of River Oaks as of April 30, 1998 (the
"Interim  Balance  Sheet  Date"),  are  attached  hereto  as  Schedule  4.08
(collectively  the  "Financial  Statements  of  River  Oaks").   The Financial
Statements  of  River  Oaks,  and  each  of  them, are true and correct in all
material  aspects, have been prepared from the books and records of River Oaks
in  accordance  with  GAAP  consistently  applied, and contain and reflect all
material  adjustments  or  accruals  necessary  for a fair presentation of the
financial  condition  and  results  of  the  operations  of River Oaks for the
periods  indicated.

4.09     ab     Section.  Absence of Undisclosed Liabilities.   River Oaks
has  no  liabilities  or  obligations  except:

(a)          ab      those liabilities or obligations set forth on the Interim
Balance Sheet and not heretofore paid or discharged in the normal and ordinary
course  of  business  consistent  with  past  practice;

(b)          ab       liabilities arising in the normal and ordinary course of
business  consistent  with  past  practice  under  any  agreement,  contract,
commitment, lease or plan specifically disclosed on Schedule 4.13, Schedule
4.16,  Schedule  4.17(a)  or  Schedule  4.21;  and

(c)      ab     those liabilities or obligations incurred in or as a result of
the normal and ordinary course of business consistent with past practice since
the  Interim  Balance  Sheet  Date.

For  purposes of this Agreement, the term "liabilities" shall include, without
limitation,  any  direct  or  indirect, or matured or unmatured, indebtedness,
guaranty,  endorsement,  claim,  loss,  damage,  deficiency,  cost,  expense,
obligation  or  responsibility,  whether  absolute,  fixed,  contingent  or
otherwise,  known  or  unknown,  asserted  or  unasserted, choate or inchoate,
liquidated  or  unliquidated,  secured  or  unsecured.

4.10      ab     Section.  Tax Matters.   Except as set forth in Schedule
4.10:

(a)       ab     All federal, state, county, local and other taxes of any kind
or  character,  including,  without  limitation,  income  (including gross and
adjusted  gross),  receipts,  property  (including  real,  personal,  and
intangible),  transfer, sales, use, franchise, value added, excise, recording,
financial institutions, employees' income and social security withholding, and
all  other  withholding,  social security, unemployment taxes, which have been
incurred  or  assessed, or which are due and payable, by or on behalf of River
Oaks, and all interest and penalties thereon (collectively, the "Taxes"), have
been paid (and, to the extent applicable, withheld) in full (or are adequately
reflected  as  a  liability  in  the  Interim  Balance  Sheet);

(b)      ab     River Oaks has filed all currently due federal, state, county,
local,  and  other  tax  returns,  statements,  forms,  reports,  and  similar
documents  with  respect  to  Taxes  required to be filed with the appropriate
third  parties  and  governmental  agencies in all jurisdictions in which such
returns,  statements, forms, reports, and similar documents are required to be
filed  (collectively,  the "Returns"); and all such Returns are true, correct,
and  complete  in  all  material  respects;  and

(c)     ab     There is not now in force any extension of time with respect to
the date on which any Return was or is due to be filed by, or on behalf of, or
with  respect  to  River  Oaks or any waiver or agreement by River Oaks for an
extension  of  time  for  the  assessment  of  any  Tax.

4.11     ab     Section.  Compliance with Laws; No Default or Litigation. 
 Except  as  set  forth  in  Schedule  4.11:

(a)     ab     River Oaks is not in default or violation (nor is there, to the
knowledge  of  River  Oaks or any Stockholder, any event which, with notice or
lapse of time or both, would constitute a default or violation) in any respect
(i)  under  any contract, agreement, lease, consent order, or other commitment
to which it is a party or any of the Assets is subject or bound, or (ii) under
any  law, rule, regulation, writ, injunction, order, or decree of any court or
any  federal,  state,  local,  or  other  governmental department, commission,
board,  bureau,  agency,  or  instrumentality, domestic or foreign (including,
without  limitation,  applicable  laws,  rules  and  regulations  relating  to
environmental  protection,  antitrust,  civil rights, health, and occupational
health  and  safety);

(b)          ab     There are no actions, suits, claims, investigations, legal
arbitrations  or  administrative  proceedings in progress, pending, or, to the
knowledge  of  River  Oaks  or any Stockholder, threatened by or against River
Oaks  (or  any  of  the  Assets) whether at law or in equity, whether civil or
criminal  in  nature, or whether before or by a federal, state, county, local,
or  other  governmental  department,  commission,  board,  bureau,  agency, or
instrumentality,  domestic or foreign, nor has River Oaks been charged with or
received  any notice of any violation of any rule, regulation, ordinance, law,
order,  decree, or requirement relating to River Oaks, its properties, assets,
or  the  transactions  contemplated  by  this  Agreement;  and

(c)       ab     No action, suit, or proceeding has been instituted or, to the
knowledge  of River Oaks or any Stockholder, threatened to restrain, prohibit,
or  otherwise  challenge  the  legality  or  validity  of  the  transactions
contemplated  by  this  Agreement.

4.12          ab      Section.  Personal Property Owned.   Schedule 4.12
contains  a  list  and brief description of all model homes, tools, furniture,
furnishings, fixtures, machinery, supplies, vehicles, equipment, and all other
items of tangible personal property owned or used by River Oaks (the "Personal
Property").

4.13          ab     Section.  Personal Property Leased.   Schedule 4.13
contains a list and brief description of all leases and other agreements under
which  River  Oaks  is  a  lessee of, holds, or operates any tools, furniture,
machinery,  vehicles, equipment, or other personal property owned by any third
party  (the  "Leased Personal Property").  River Oaks on or before the Closing
will  deliver  to  the Purchaser copies of the leases and agreements listed in
Schedule  4.13.    Each  of  such leases and agreements is in full force and
effect  and  constitutes a legal, valid, and binding obligation of River Oaks,
enforceable  in  accordance  with  its terms.  No consent of any lessor of the
Leased  Personal  Property  is  required  in  connection with the transactions
contemplated  by  this  Agreement,  except  as  set forth in Schedule 4.13. 
Except  as  disclosed in Schedule 4.13, there is not any existing default or
event  which,  after  notice  or  lapse  of  time, or both, would constitute a
default  or result in a right to accelerate or loss of rights as to the Leased
Personal  Property.   None of the Assets is subject to any lease other than as
set  forth  in  Schedule  4.13  or  Schedule  4.16.

4.14     ab     Section.  Developed Real Property.   Schedule 4.14 lists
and sets forth the legal description of each parcel of Developed Real Property
in which River Oaks or any entity owned in whole or in part by River Oaks owns
an  interest.  For purposes of this Agreement, Developed Real Property is real
property, owned in whole or in part by River Oaks or any entity owned in whole
or  in  part  by  River  Oaks,  which (a) has all necessary access to and from
public  highways,  streets,  and  roads and for which no pending or threatened
proceeding or other fact or condition exists that could limit or result in the
termination  of  such  access and (b) (i) is or can be connected to and, where
applicable,  serviced  by  electric,  gas,  sewage  or  septic,  storm sewers,
telephone,  and  public  or  private water facilities, and, when so connected,
will  be  in  compliance in all material respects with all applicable laws and
(ii)  for  which  all applicable installation and connection charges have been
paid in full.  Developed Real Property shall not include Undeveloped Property,
Land  Contract  Property  and Option Real Property (as those terms are defined
below).    Except  as set forth on Schedule 4.14, Developed Real Property is
Substantially  Complete.    For  purposes  of  this  Agreement, "Substantially
Complete"  means  that each and all of the requirements listed below have been
met with respect to the Developed Real Property and each lot contained therein
(a  "Lot"  or  "Lots"):

(a)        ab     Final subdivision plats have been approved by all applicable
governmental  authorities  and recorded in the official records of the county,
municipality  or  applicable  governmental  authority;

(b)        ab     Final acceptance letters have been issued by the appropriate
governmental  authority  which  evidence  that such authority has accepted for
permanent  maintenance all the streets, water lines, sanitary sewer, and storm
sewers  for  the  Lots;

(c)          ab      The appropriate governmental authority has certified that
operable  water  and  sewer  taps  are  available  to  each  of  the  Lots;

(d)      ab     The buildable portion of each Lot is not located in a "Special
Flood  Hazard  Area"  pursuant to the applicable Federal Insurance Rate Map or
the  100  year  flood  elevation  as  designated  by  the  U.S.  Army Corps of
Engineers,  the  Federal  Emergency Management Agency, or any applicable state
agency;

(e)         ab     Rough grading of the Lots has been completed to assure that
there  is  sufficient  drainage  to  eliminate  the need for major benching or
filling  in  order  to  render  the  Lots  buildable;  and

(f)          ab      The appropriate governmental authority has certified that
building  permits  are  obtainable  for  the  construction of single-family or
multifamily  homes  on  the  Lots.

4.15         ab     Section.  Undeveloped Real Property.   Schedule 4.15
lists  and sets forth the legal description (or such other description legally
sufficient  to  identify  the  subject property) of each parcel of Undeveloped
Real  Property  in which River Oaks or any entity owned in whole or in part by
River  Oaks  owns an interest (the "Undeveloped Real Property").  For purposes
of  this  Agreement,  "Undeveloped Real Property" shall be defined as all real
property  which  is  not  Developed  Real  Property, Land Contract Property or
Option  Real  Property.    Except  as  set  forth on Schedule 4.15, no fact,
condition  or  restriction  could  preclude  or  prevent  the Undeveloped Real
Property  from  (a)  having  all necessary access to and from public highways,
streets,  and  roads or (b) being connected to and, where applicable, serviced
by  electric,  gas,  sewage  or septic, telephone, and public or private water
facilities.    Except  as set forth on Schedule 4.15, River Oaks has secured
all  easements  and  public  dedications  necessary  to  connect the utilities
referenced  above  from their current locations to the boundary of each parcel
of  Undeveloped  Real  Property  as  such  boundaries  currently  exist.

4.16     ab     Section.  Real Property Leases.   Schedule 4.16 contains
a  list  and  brief  description  of  all  written  and  oral    agreements,
arrangements,  contracts,  commitments,  leases  or  usufructs  (each, a "Real
Property  Lease") pursuant to which River Oaks or any entity owned in whole or
in  part  by  River  Oaks  is  the  lessor or the lessee (or has an equivalent
interest  in  the  case  of  usufructs  or other arrangements which may not be
leases  under  applicable  law)  of  any  real  property  (the  "Leased  Real
Property").   As to each Real Property Lease, (a) River Oaks has not delivered
or  received  notice  that  any  breach or event of default exists, and (b) no
condition  or  event has occurred that with the giving of notice, the lapse of
time,  or  both would constitute a breach or event of default by River Oaks or
any  other  Person.

4.17          ab          Section.    Land  Contracts.

(a)     ab     Schedule 4.17(a) contains a list and brief description of all
written and oral agreements, arrangements, contracts, and commitments pursuant
to  which River Oaks or any entity owned in whole or part by River Oaks (i) is
obligated  to  purchase  any developed or undeveloped real property (the "Land
Contract  Property"),  or (ii) possesses an option to acquire any developed or
undeveloped real property  (the "Option Real Property") as of the date hereof.
 Schedule  4.17(a)  also  sets forth the legal description of each parcel of
Land  Contract  Property  and  Option Real Property, or such other description
legally  sufficient  to  identify  the  subject  property.

(b)         ab     Each parcel of developed real property included in the Land
Contract Property or Option Real Property, when and if purchased, will satisfy
all  of  the  representations  and  warranties set forth herein concerning the
Developed Real Property.  Each parcel of undeveloped real property included in
the  Land  Contract  Property  or Option Real Property, when and if purchased,
will  satisfy  all  of  the  representations  and  warranties set forth herein
concerning  the  Undeveloped  Real  Property.

(c)     ab     Schedule 4.17(c) sets forth all letters of intent and similar
proposals  relating  to  the  purchase  of  real property by River Oaks or any
entity  owned in whole or in part by River Oaks which have not expired or been
terminated.

4.18          ab          Section.    Real  Property  Generally.

(a)     ab     Good and Marketable Title.  River Oaks or any entity owned in
whole  or in part by River Oaks has good and marketable title in fee simple to
or a valid leasehold interest in its Developed Real Property, Undeveloped Real
Property,  Leased  Real  Property,  Land  Contract  Property  and  Option Real
Property (collectively, the "Real Property"), except as set forth on Schedule
4.18(a) and except that River Oaks or any entity owned in whole or in part by
River  Oaks  will  not  acquire  such  title to its Land Contract Property and
Option  Real  Property  until  the  acquisition  thereof.    The Real Property
constitutes  all of the real property which  River Oaks or any entity owned in
whole  or  in  part  by  River Oaks owns or has a right to acquire or in which
River Oaks or any entity owned in whole or part by River Oaks otherwise has an
interest,  except  for  any  easements,  rights  of way, covenants, servitude,
licenses,  or  other  interests,  whether  arising  by  contract,  statute,
regulation, common law, equity, or otherwise which are appurtenant to any Real
Property.

(b)          ab      No Breach or Default.  Except as set forth in Schedule
4.18(b),  River  Oaks    has not given nor has it received any written notice
that  a  breach  or  an  event  of default exists under or with respect to any
agreement,  arrangement,  contract,  covenant, condition, deed, deed of trust,
right-of-way, easement, mortgage, restriction, survey, title insurance policy,
and other document granting River Oaks title to or an interest in or otherwise
affecting  the Real Property, and, to the knowledge of River Oaks and the each
Stockholder,  no  condition  or  event  has  occurred  that with the giving of
notice,  the  lapse  of  time,  or  both would constitute a breach or event of
default  of any such agreement or document, by River Oaks or any other Person.

(c)     ab     No Condemnation.  No condemnation, eminent domain, or similar
proceeding  exists,  is  pending  or,  to  the knowledge of River Oaks and the
Stockholders,  is  threatened  with respect to, or that could affect, any Real
Property  or  its  development  or  the  construction,  marketing,  or sale of
dwellings  situated  thereon or the insurability or marketability of the title
thereto.

(d)      ab     Compliance with Laws.  The buildings and improvements on and
the  subdivision  of  the Real Property do not violate (i) any applicable law,
including  any  building,  set-back,  or zoning law, ordinance, regulation, or
statute,  or other governmental restriction in the nature thereof, or (ii) any
enforceable  restrictive  covenant  affecting  any  such  property.

(e)     ab     Parties in Possession.  There are no parties in possession of
any  portion  of  the  Real  Property  as  lessees,  tenants at sufferance, or
trespassers,  except  for rightful possessors of the Option Real Property, the
Leased  Real  Property,  or  the  Land  Contract  Property.

(f)     ab     Site Obligations.  Except as set forth on Schedule 4.18(f),
no Real Property is subject to any condition or obligation to any governmental
entity or other Person requiring the owner or any transferee thereof to donate
land (except for incidental rights of way), money or other property or to make
off-site  public  improvements.

(g)      ab     Assessments.  No developer-related charges or assessments by
any  public authority or any other Person for public improvements or otherwise
made  against  the Real Property are unpaid (other than those set forth on the
Interim  Balance  Sheet    or  incurred since the date thereof in the ordinary
course  of  business  consistent  with  past  practices),  including  without
limitation  those for construction of sewer lines, water lines, storm drainage
systems,  electric  lines,  natural  gas  lines,  streets (including perimeter
streets),  roads  and  curbs,  excluding  homeowner  association dues, utility
connection  fees,  and  per  lot  impact  fees.

(h)          ab     Subdivision Standards.  Except as set forth on Schedule
4.18(h),  the  Real  Property  and  all  lots included therein conform to the
appropriate  governmental  authority's  subdivision standards, and there is no
material impediment to subdivision approval for the Undeveloped Real Property,
such  approval  to  allow  development  of  the  Undeveloped Real Property for
construction  and  sale  of single-family and multifamily homes at the density
and  materially  in  the  manner  in  which  River  Oaks currently anticipates
building  thereon.

(i)       ab     Moratoria.  There is no moratorium applicable to any of the
Real  Property, to the extent River Oaks plans further development thereof, on
(i)  the  issuance of building permits for the construction of condominiums or
houses,  or  certificates of occupancy therefor, or (ii) the purchase of sewer
or  water taps to the extent River Oaks plans or is required to rely on public
water  or  sewer  facilities.

(j)        ab     Construction Conditions.  Except as set forth on Schedule
4.18(j),  each of the lots included in the Developed Real Property, developed
real  property  included  in  the  Land  Contract  Property and developed real
property included in the Option Real Property is stable and otherwise suitable
for the construction of a residential structure by customary means and without
extraordinary  site  preparation  measures.

(k)          ab        Certain Prior Uses.  Except as set forth on Schedule
4.18(k),  none  of  the  Real  Property  has a gravesite that will materially
impede  the  development of residential homes or condominiums and no permanent
structures  have  been  constructed  on a fill or borrow area in a manner that
materially adversely affects River Oaks' intended use thereof or that does not
comply  with  any  applicable  law.

(l)     ab     Claims.  Except as set forth on Schedule 4.18(l), no action
described  in Section 4.11 is pending or, to the knowledge of River Oaks and
the  Stockholders,  threatened  against  River Oaks with respect to any of the
Real  Property.  All of the Real Property is in compliance with all applicable
zoning and subdivision ordinances and none of the development-site preparation
and  construction  work  performed  on  the  Real Property has concentrated or
diverted  surface  water or percolating water improperly onto or from the Real
Property  in a manner that affects River Oaks' present or intended use thereof
or  the  value  of  the  Real  Property.

(m)          ab        Third Party Rights.  Except as set forth on Schedule
4.18(m), River Oaks has not granted to any Person any contract or other right
to  the use of any portion of the Real Property or to the furnishing or use of
any  facility or amenity on or relating to the Real Property, other than sales
contracts  in  the  ordinary  course  of  business.
(n)        ab     Zoning.  Except as set forth on Schedule 4.18(n), all of
the  Real  Property  is  zoned  to  permit  single-family  or multifamily home
construction  and  occupancy  thereon.

4.19          ab          Section.    Homeowner  Associations.

(a)     ab     Schedule 4.19 sets forth a list of all homeowner associations
in  which River Oaks or any entity owned in whole or part by River Oaks has or
has  had declarant rights (the "Homeowner Associations") and all amounts owing
between  River  Oaks or any entity owned in whole or part by River Oaks on the
one  hand  and  the  Homeowner  Associations  on  the  other.

(b)         ab     Except as set forth on Schedule 4.19, (i) all restrictive
covenants  and other documents used by River Oaks or any entity owned in whole
or  part  by  River  Oaks in connection with the creation and operation of the
Homeowner  Associations  (A) in which  River Oaks or any entity owned in whole
or  part  by  River  Oaks  previously  had  declarant  rights  complied in all
materials respects with applicable laws at the time the same were promulgated,
and (B) in which River Oaks or any entity owned in whole or part by River Oaks
currently  has declarant rights currently comply in all material respects with
applicable  laws,  and  (ii) all disclosures and deliveries of information and
documents  required  by  applicable laws as to such Homeowner Associations and
their  creation  and  operation  have  been  materially  complied  with.

(c)       ab     To the knowledge of River Oaks and the Stockholders, no other
claims exist by a Homeowner Association against River Oaks or any entity owned
in  whole  or  part  by  River  Oaks,  and each Homeowner Association has been
operated,  so long as River Oaks or any entity owned in whole or part by River
Oaks  has  participated  therein,  in  accordance  with  applicable  laws.

4.20      ab     Section.  Environmental Compliance.   Except as set forth
in  Schedule  4.20:

(a)     ab     River Oaks and each entity owned in whole or part by River Oaks
has  at  all  times complied with all applicable Environmental Requirements in
its operation, development, construction and disposition of the Real Property.
 Further,  to  the knowledge of River Oaks and the Stockholders, no current or
previous  owner  of any Real Property violated any Environmental Requirements;

(b)        ab     No Hazardous Material has ever been generated, manufactured,
refined,  used,  transported, treated, stored, handled, disposed, transferred,
produced,  or  processed at, to, from or on any Real Property and no Hazardous
Material  has  ever  been  incorporated  into  any  Real  Property;

(c)        ab     There are no existing or, to the knowledge of River Oaks and
the  Stockholders,  potential  Environmental  Claims  relating  to  any  Real
Property,  and  neither  River  Oaks  nor any entity owned in whole or part by
River  Oaks has received any notification, nor does it or any Stockholder have
any  knowledge  of,  any  alleged, actual, or potential responsibility for any
disposal,  release,  or  threatened  release  at any location of any Hazardous
Material generated at or transported from any Real Property by or on behalf of
 River  Oaks  or  any  entity  owned  in  whole  or  part  by  River  Oaks;

(d)        ab     (i) No underground storage tank or other underground storage
receptacle  (or  associated  equipment  or  piping) for Hazardous Materials is
currently  located  at or on any Real Property and there have been no releases
of  any  Hazardous Materials from any such underground storage tank or related
piping  at any time prior to the Closing; and (ii) there have been no releases
(i.e.,  any  past  or  present releasing, spilling, leaking, pumping, pouring,
emitting,  emptying, discharging, injecting, escaping, leaching, disposing, or
dumping)  of  Hazardous  Materials  at,  on,  to,  or  from any Real Property;

(e)      ab     There are no PCBs or friable asbestos located or contained at,
on,  or  in  any  Real  Property;

(f)       ab     No Lien has been imposed on any Real Property by any federal,
state,  local,  or  foreign governmental agency or authority due to either the
presence  of  any  Hazardous  Material  on,  off, or in the Real Property or a
violation  of  any  Environmental  Requirement;

(g)         ab     Neither River Oaks nor any entity owned in whole or part by
River  Oaks  has  received  any  notices issued pursuant to the citizen's suit
provision  of  any  Environmental  Requirement  relating to any Real Property;

(h)         ab     Neither River Oaks nor any entity owned in whole or part by
River  Oaks  has received any request for information, notice, demand, letter,
administrative inquiry, formal or informal complaint, or claim with respect to
any  Environmental  Conditions  or  violation of any Environmental Requirement
relating  to  any  Real  Property;

(i)          ab          There have been no environmental investigations, site
assessments  or  audits, or soil or groundwater sampling conducted at any Real
Property by River Oaks or any entity owned in whole or part by River Oaks, or,
to  River  Oaks'  and  the  Stockholders'knowledge,  by  any  other  Person.

(j)         ab     None of the Real Property on which River Oaks or any entity
owned  in  whole  or  part  by  River  Oaks intends to construct a residential
dwelling  is  located  within  a "critical," "preservation," "conservation" or
similar type of area which will affect the present development plans therefor.
 No wetlands exist which will restrict development of any of the Real Property
as  contemplated  by  River Oaks or any entity owned in whole or part by River
Oaks nor render the cost of its development of any Real Property materially in
excess  of River Oaks' budget therefor.  No portion of the Real Property which
River Oaks or any entity owned in whole or part by River Oaks has developed or
intends  to  develop  for  residential lots and dwellings is situated within a
"noise  cone"  such  that  the Federal Housing Administration will not approve
mortgages  due  to  the noise level classification of such real property.  Any
Real  Property  which  cannot  be  developed  in  accordance with its official
development  plan  and  preliminary  plot  without  materially  increasing
development  costs above those contemplated  by River Oaks or any entity owned
in  whole  or part by River Oaks or  materially delaying construction shall be
listed  on  Schedule  4.20.

4.21          ab          Section.    Contracts.

(a)          ab     Schedule 4.21(a) lists all material contracts and leases
(other  than those described in Schedule 4.13, Schedule 4.16 and Schedule
4.17(a)),  including  all amendments thereto, to which River Oaks is a party
(all  the  contracts,  leases and amendments thereto listed on 4.13, 4.16,
Schedule  4.17(a)  and  4.21(a) are defined as the "Contracts") including,
but  not  limited  to  all;

(1)     ab     Loans, lines of credit, letters of credit, security agreements,
pledges,  mortgages,  hypothecations,  loan  agreements,  guaranties, or other
payment  or  collateral  obligations;

(2)          ab          Agreements  of  guaranty  or  indemnification;

(3)     ab     Agreements, contracts, and commitments containing any covenant,
 condition,  or  promise  limiting  the  right  of River Oaks to engage in any
activity  or  compete  with  any  Person;

(4)          ab        Written employment agreements, contracts, policies, and
commitments with or between River Oaks and any of its employees, directors, or
officers,  including  without  limitation  those  relating  to  severance;

(5)          ab         Material written agreements with employees as a group;

(6)          ab     Contracts with subcontractors and other service providers;

(7)       ab     Contracts with suppliers and vendors of parts, equipment, and
other  items  used  by  River  Oaks  in  the  ordinary course of business; and

(8)          ab          Joint  venture  or  partnership  agreements.
(b)     ab     All of the Contracts are valid and binding obligations of River
Oaks,  are  enforceable in accordance with their respective terms, are in full
force  and  effect  and,  except as otherwise specified in Schedule 4.21(a),
will  continue in full force and effect without the consent of any other party
so  that,  after  the  Closing,  the  Purchaser  will  be entitled to the full
benefits  thereof.  Except as set forth in Schedule 4.21(b), (i) none of the
Contracts  contain  any provision that is triggered by any of the transactions
contemplated by this Agreement; (ii) none of the Contracts contain a provision
imposing  a  penalty  if  any of the amounts due thereunder are prepaid; (iii)
there  is  not any existing default or, to the knowledge of River Oaks and the
Stockholders,  event  which,  after  notice  or  lapse of time, or both, would
constitute  a  default  or  result in a right to accelerate or loss of rights;
(iv) to the knowledge of River Oaks and the Stockholders, none of the material
suppliers,  vendors,  subcontractors  or  service providers used by River Oaks
has,  or  intends  to, terminate or change significantly its relationship with
River  Oaks.    Copies of the Contracts in written form have been delivered or
will  be  delivered  to  the  Purchaser  prior  to  the  Closing.

4.22       ab     Section.  Accounts and Notes Receivable.   River Oaks on
or  before  the  Closing  will  deliver  to  the  Purchaser a list of Accounts
Receivable  owing to River Oaks from its customers and all other parties as of
the  date  of Closing with such list to be set forth in Schedule 4.22.  Such
list  shall  include  the  amount  of  the obligation, date the obligation was
created,  date  when  the  obligation  is due, and any applicable penalties or
discounts.    Neither  River Oaks nor any Stockholder has any knowledge of any
facts  or  circumstances  which will interfere with the collection of Accounts
Receivable  in  accordance  with  their  terms.

4.23      ab     Section.  Permits.   River Oaks possesses all franchises,
licenses,  permits,  certificates,  approvals,  consents,  clearances,
notifications,  registrations,  and  other authorizations necessary to conduct
its  business operations as now conducted (the "Permits").  Except as provided
in  Schedule  4.23,  all  builder's permits are freely transferable and will
continue  in  full  force and effect without the consent of any other party so
that,  after  the Closing, the Purchaser will be entitled to the full benefits
of  any  such  builder's  permits.

4.24      ab     Section.  Intellectual Property.   Except as set forth in
Schedule  4.24, River Oaks owns or has the right to use all corporate names,
trade  names,  trademarks,  service marks, mailing lists, copyrights, works of
art,  trade  secrets,  computer  programs, know-how, proprietary processes and
formulae,  technology and all other proprietary technical information, whether
patentable  or  unpatentable,  and  all  applications and registrations of the
foregoing  (collectively,  "Intellectual  Property"), necessary to conduct the
business of River Oaks as presently operated.  Schedule 4.24 also contains a
list  and  brief  description of (i) all Intellectual Property in written form
which  has  been  registered  with  any  state trademark office, with the U.S.
Patent  and  Trademark  Office  or with the U.S. Copyright Office and (ii) all
computer  programs  having  a  cost  to  River  Oaks in excess of One Thousand
Dollars  ($1,000.00)  per  copy.  Except as set forth in Schedule 4.24, each
copyright  claimed to be owned by River Oaks relating to a work of art created
prior  to  January 1, 1978 has been properly registered by River Oaks claiming
ownership  with  the  U.S. Copyright Office.  Except as set forth in Schedule
4.24,  River Oaks is not infringing upon or otherwise acting adversely to, or
engaging  in  the  unauthorized  use  or misappropriation of, any Intellectual
Property,  rights  of  publicity,  or rights of privacy which are owned by any
other  Person,  and  there is no claim or action by any such Person pending or
threatened  with  respect  thereto.

4.25          ab     Section.  Labor Relations: Employees.   As of May 29,
1998, River Oaks employed no employees.  As of the Closing Date, except as set
forth  in  Schedule  4.25:

(a)      ab     River Oaks has paid in full or accrued to all of its employees
all  wages,  salaries,  commissions, bonuses, fringe benefit payments, and all
other  direct and indirect compensation of any kind for all services performed
by  them  and  each  of  them  to  the  date  hereof;

(b)          ab       River Oaks is in compliance with (i) all federal, state,
county,  and  local  laws, ordinances, and regulations dealing with employment
and  employment  practices  of  any  kind,  and  (ii)  all  wages  and  hours
requirements  and  regulations;

(c)          ab          There  is  no  unfair labor practice, safety, health,
discrimination,  or  wage  claim,  charge,  complaint,  or  suit  pending  or
threatened against or involving River Oaks before the National Labor Relations
Board,  Occupational  Safety  and  Health  Administration,  Equal  Employment
Opportunity  Commission,  Department  of  Labor,  or any other federal, state,
county  or  local  agency;

(d)      ab     There is no labor dispute, strike, work stoppage, interference
with  production,  or  slowdown  in progress, threatened against, or involving
River  Oaks;

(e)     ab     There is no question of representation under the National Labor
Relations  Act,  as  amended,  or  any  state equivalent thereof, pending with
respect  to  the  employees  of  River  Oaks;

(f)      ab     There is no grievance pending or threatened which might have a
material  adverse  effect  on River Oaks, or on the conduct of the business of
River  Oaks;

(g)      ab     There exists no collective bargaining agreement to which River
Oaks  is  a  party,  and there is no collective bargaining agreement currently
being  negotiated, subject to negotiation, or renegotiation by River Oaks; and

(h)          ab      There is no dispute, claim, or proceeding pending with or
threatened by the Immigration and Naturalization Service with respect to River
Oaks.

4.26          ab          Section.    Employee  Benefit  Plans.

(a)          ab       Schedule 4.26, attached hereto and made a part hereof,
contains  a  list  of  each  (i)  employee welfare benefit plan (as defined in
Section  3(1)  of  ERISA (hereinafter referred to as "Employee Welfare Benefit
Plan")  and  (ii) employee pension benefit plan (as defined in Section 3(2) of
ERISA) (hereinafter referred to as "Employee Pension Benefit Plan"), (A) which
was maintained or administered by River Oaks immediately prior to the Closing,
(B) to which River Oaks contributed to, or was legally obligated to contribute
to  immediately  prior  to  the Closing, or (C) under which River Oaks had any
liability  immediately prior to Closing, with respect to its current or former
employees  or  independent  contractors.  Solely for purposes of this Section
4.26,  the  Employee Welfare Benefit Plans and Employee Pension Benefit Plans
are  collectively  referred  to  as  "Employee Benefit Plans" and individually
referred  to  as  an  "Employee  Benefit  Plan".

(b)      ab     River Oaks on or before the Closing will provide the Purchaser
with  true  and  correct  copies  of  (i) all Employee Benefit Plans listed on
Schedule  4.26,  including  all amendments thereto, and (ii) the most recent
summary  plan  description  for  each  Employee  Benefit  Plan.

(c)          ab     Each of the Employee Benefit Plans is in compliance in all
material respects with the applicable provisions of ERISA and those provisions
of  the  Code  applicable  to  the  Employee  Benefit Plans, and each Employee
Benefit  Plan  intended to be qualified under section 401(a) of the Code is so
qualified.  None of the Employee Benefit Plans is subject to Title IV of ERISA
or  to  section 412 of the Code.  All contributions to, and payments from, the
Employee  Benefit  Plans which may have been required to be made in accordance
with  the  Employee  Benefit Plans or the Code have been timely made.  Each of
the  Employee Benefit Plans has been administered at all times in all material
respects in accordance with its terms.  There are no pending investigations by
any  governmental  agency involving the Employee Benefit Plans, no termination
proceedings involving the Employee Benefit Plans, and no threatened or pending
claims  (except for claims for benefits payable in the normal operation of the
Employee  Benefit  Plans),  suits, or proceedings against any Employee Benefit
Plan  or  assertion  of  any  rights  or claims to benefits under any Employee
Benefit Plan.  All IRS/DOC Form 5500s for each Employee Benefit Plan have been
timely  filed.

(d)     ab     No Employee Benefit Plan fiduciary has engaged in a "prohibited
transaction"  (as  that term is defined in section 4975 of the Code or section
406  of  ERISA)  which  could  subject any Employee Benefit Plan to the tax or
penalty  on  prohibited  transactions imposed by section 4975 or the sanctions
imposed  under  Title  I  of  ERISA.

(e)     ab     River Oaks is not obligated to contribute to any multi-employer
plan  (as  defined  in  ERISA  Section  3(37)).
(f)          ab          River  Oaks has complied with the requirements of the
Consolidated  Omnibus  Budget  Reconciliation  Act  of  1985,  as  amended
(hereinafter  referred  to  as  ("COBRA"))  and  the  rules  and  regulations
thereunder.      Each  Stockholder  shall be solely responsible and liable for
providing  any  and  all  benefits  to  employees  or others (or their covered
dependents)  of  River  Oaks  required under COBRA arising from any qualifying
event  as  defined  under  Code  Section  4980B(f)(3)  and  ERISA  Section 603
occurring  on  or  before  Closing.

4.27         ab     Section.  Warranty Liability.   Except as set forth in
Schedule  4.27,  River  Oaks has not (a) incurred any costs in regard to any
Warranty  Liability  at any time, (b) has been notified, in writing or orally,
of  any  pending or potential Warranty Liability which has arisen or may arise
in  the  future, nor (c) has any reason to anticipate any pending or potential
Warranty  Liability.

4.28          ab     Section.  Conduct of the Corporation Since the Interim
Balance  Sheet  Date.    Since the Interim Balance Sheet Date, River Oaks has
not:

(a)      ab     incurred any liability, other than liabilities incurred in the
normal  and  ordinary  course  of  business  consistent with past practice, or
discharged  or  satisfied  any  Lien  or paid any liability, other than in the
normal  and  ordinary  course  of  business  consistent with past practice, or
failed  to  pay  or discharge when due any liabilities of which the failure to
pay  or  discharge  has  caused  or  will cause any material damage or risk of
material  loss  to  it  or  any  of  its  Assets;

(b)     ab     sold, encumbered, assigned or transferred any Asset which would
have  been  included  in  the  Assets, except for the sale of single family or
multi-family  homes  in  the normal and ordinary course of business consistent
with  past  practice;

(c)       ab     created, incurred, assumed or guaranteed any indebtedness for
borrowed  money,  or  mortgaged, pledged or subjected any of its Assets to any
Lien;

(d)       ab     made or suffered any amendment or termination of any material
agreement,  contract,  commitment,  lease or plan to which it is a party or by
which  it  is  bound, or cancelled, modified or waived any substantial debt or
claim  held by it or waived any right of material value, whether or not in the
normal  and  ordinary  course  of  business  consistent  with  past  practice;

(e)       ab     declared, set aside or paid any dividend or made or agreed to
make  any  other distribution or payment in respect of the Securities of River
Oaks  Shares or issued, redeemed, purchased or otherwise acquired or agreed to
issue,  redeem, purchase or acquire any of its shares or any other securities;

(f)          ab       suffered any damage, destruction or loss, whether or not
covered  by  insurance,  (i)  materially and adversely affecting its business,
operations,  Assets  or  prospects or (ii) of any item or items carried on its
books  of  account  individually  or  in the aggregate at more than $5,000, or
suffered  any  repeated,  recurring  or  prolonged  shortage,  cessation  or
interruption  of supplies or utility or other services required to conduct its
business  and  operations;

(g)          ab     made commitments or agreements for capital expenditures or
capital  additions  or  betterments  exceeding in the aggregate $5,000, except
such  as may be involved in ordinary repair, maintenance or replacement of its
Assets;

(h)        ab     increased the salaries or other compensation of, or made any
advance  (excluding  advances for ordinary and necessary business expenses) or
loan  to,  any  of  its employees or made any increase in, or any addition to,
other  benefits  to  which  any  of  its  employees  may  be  entitled;

(i)       ab     instituted, granted or modified in any respect any (i) bonus,
incentive  compensation,  service award or other like benefit granted, made or
accrued,  contingently  or  otherwise,  for  or to the credit of any personnel
engaged in the business of  River Oaks, (ii) Employee Benefit Plan, retirement
plan,  profit-sharing plan or similar payment or arrangement made or agreed to
by  River  Oaks for any personnel engaged in the business of  River Oaks other
than  in  the  normal  and  ordinary  course  of business consistent with past
practice,  or (iii) new employment agreement with any personnel engaged in the
business  of  River  Oaks  to  which  River  Oaks  is  a  party;

(j)      ab     changed any of the accounting principles followed by it or the
methods  of  applying  such  principles;

(k)          ab      entered into any transaction other than in the normal and
ordinary  course  of  business  consistent  with  past  practice;  or

(l)          ab          suffered any material adverse change in its business,
operations,  Assets,  prospects  or  condition  (financial  or  otherwise).

4.29          ab     Section.  Outstanding Debt and Related Matters.   All
outstanding  Debt  of  River  Oaks  is set forth on Schedule 4.29 ("Existing
Debt").    There  exists  no  default  under  the provisions of any instrument
evidencing  such Existing Debt or of any agreement relating thereto, except as
listed  on  Schedule  4.29.    Neither  River  Oaks  nor any Stockholder has
guaranteed  any  obligation  of  any Person, and except as listed on Schedule
4.29,  neither  the  Stockholders  nor  any  other  Person has guaranteed any
obligation of River Oaks, including obligations with respect to Existing Debt.

4.30      ab     Section.  Power of Attorney.   Schedule 4.30 contains a
list  of the names of all Persons holding general or special written powers of
attorney  from  River  Oaks  and  a  summary  of  the  terms  thereof.

4.31      ab     Section.  Absence of Certain Business Practices.   Except
as set forth on Schedule 4.31, within the 10 years immediately preceding the
date of this Agreement, neither River Oaks, the Stockholders nor the personnel
or  other Persons acting on behalf of any of them has given or agreed to give,
directly or indirectly, any gift or similar benefit to any customer, supplier,
governmental  employee, or other Person who is or may be in a position to help
or  hinder the business of River Oaks (or assist River Oaks in connection with
any  actual  or  proposed  transaction  relating to its Business), which might
subject  River  Oaks  to  any  damage  or  penalty  in any civil, criminal, or
governmental  litigation  or  proceeding  or  which,  if  not continued in the
future,  may  have  a  material  adverse  effect  on  its  business.

4.32      ab     Section.  Minute Book and Stock Record Book.   The minute
books  of  River  Oaks  contain  complete and accurate records of all official
meetings and other official corporate actions of its stockholders and board of
directors,  including  committees of the board of directors.  The stock record
book  of  River  Oaks,  contains  a  complete  and  accurate  record  of  all
transactions  involving  equity  securities  issued by it.  All other material
books  and  records  of  River  Oaks are complete and accurate in all material
respects.

4.33          ab       Section.  Directors and Officers.   Schedule 4.33
attached  hereto identifies all of the directors and officers of River Oaks on
the  date  hereof.

4.34        ab     Section.  S Corporation Status.   River Oaks is a small
business  corporation  within  the meaning of Section 1361 of the Code and has
had  in  effect since its initial date of incorporation a valid election to be
treated  as  an "S" corporation for federal income tax purposes under the Code
and in the jurisdictions listed on Schedule 4.34, and neither River Oaks nor
any  Stockholder  has taken or caused or permitted to be taken any action that
would  have  caused  a  termination  of  any  such  S election for any period.

4.35        ab     Section.  Investment Intent.   Each Stockholder, who is
entitled  to Consideration Shares pursuant to Section 3.01, is acquiring the
Consideration  Shares to which he may entitled pursuant to Section 3.01, for
his  own  account for the purpose of investment and not with a view to, or for
sale  in  connection  with, any distribution thereof within the meaning of the
Securities  Act.    Each  Stockholder, who is entitled to Consideration Shares
pursuant  to  Section  3.01,  acknowledges  and agrees that the certificates
representing the Consideration Shares shall bear a legend in substantially the
following  form:

"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES  ACT  OF  1933, AS AMENDED, OR ANY STATE OR FOREIGN SECURITIES LAWS
AND  MAY  NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH."

4.36       ab     Section.  Access to Information.   Each Stockholder, who
is  entitled  to Consideration Shares pursuant to Section 3.01, has received
and  reviewed  a copy of Crossmann's Annual Report on Form 10-K for the fiscal
year  ending  December  31, 1997 and the proxy statement relating to Crossmann
1998  Annual  Meeting  of  Stockholders.   Each Stockholder who is entitled to
Consideration  Shares pursuant to Section 3.01 has had an opportunity to the
ask  questions  of,  and  receive  answers  from,  the management of Crossmann
concerning  the  operations  and  financial  condition  of  Crossmann  and its
business  to  make an informed decision to invest in the Consideration Shares.

4.37      ab     Section.  Accredited Investor.   Each Stockholder, who is
entitled to Consideration Shares pursuant to Section 3.01, is an "accredited
investor"  as  the  term is defined by Rule 501 of Regulation D promulgated by
the  Commission.

4.38          ab      Section.  Sophistication of Each Stockholder.   Each
Stockholder,  who  is  entitled  to  Consideration Shares pursuant to Section
3.01,  has  such  knowledge  and experience in financial and business matters
that  he is capable of evaluating the merits and risks of an investment in the
Consideration  Shares and has been advised by professional advisors, including
attorneys  and  accountants,  with  respect  to  all  aspects  of  owning  the
Consideration  Shares, including the impact of all relevant securities and tax
laws  on  such  ownership.

4.39     ab     Section.  Letters of Intent and Sale Discussions.   Except
for  the  Letter of Intent by and between Crossmann, Pinehurst Entities, River
Oaks,  True  Blue,  James T. Callihan, Ralph R. Teal, Jr., Jeffrey H. Skelley,
and  H.  Gilford Edwards, dated April 1, 1998, River Oaks has not entered into
any  binding letter of intent nor other agreement pursuant to which River Oaks
has  agreed  to  merge  or  consolidate,  in  whole or in part, with any other
Person, sell or exchange any of the stock of River Oaks, or sell, transfer, or
assign  any  asset  of  River  Oaks,  except for sales of residential homes or
condominiums  made  in  the  ordinary  course  of  business.

4.40         ab     Section.  Distributions.   River Oaks has not made any
distributions  to  its  Stockholders  since  April  30,  1998.

4.41       ab     Section.  Closings.   River Oaks has not closed the sale
of  any  multifamily  unit  since  April  30,  1998.

4.42     ab     Section.  Brokers Commissions.   With the exception of the
fee owed to Michael P. Kahn & Associates, LLC, neither River Oaks, Stockholder
nor any Person acting on behalf of River Oaks or any Stockholder has agreed to
pay  a  commission,  finder's  fee  or similar payment in connection with this
Agreement  or any matter related hereto to any Person.  The Stockholders shall
be  responsible  for  and  shall  pay  all  amounts  owed to Michael P. Kahn &
Associates,  LLC.

4.43          ab          Section.    Due Diligence.   With respect to all
representations  and warranties which are qualified "to the knowledge of River
Oaks  and/or the Stockholders," "known to River Oaks and/or the Stockholders,"
or  words  of  similar  import, River Oaks and the Stockholders each have made
reasonable  investigation  of  the  subject  matter  of  the representation of
warranty  and,  where appropriate, conferred with appropriate personnel and/or
examined  appropriate  documents.

4.44        ab     Section.  Disclosure.   This Agreement and the Exhibits
and  Schedules  attached  hereto  do  not  contain  any untrue statements of a
material  fact  or  omit  to  state  a  material  fact  necessary  to make the
statements  contained  herein  or  therein  not  misleading.

4.45       ab     Section.  Survival.   All representations and warranties
contained  in this Agreement, except those in Sections 4.07, 4.10, 4.20,
4.26  and  4.34  shall  survive  the  execution, delivery, and performance
hereof  for  a  period  of three (3) years after the Closing Date, provided,
however,  that the representations contained in Section 4.07 shall survive
indefinitely,  provided,  further,  that  the representations contained in
Section 4.10, Section 4.26 and Section 4.34 shall survive for so long as
the  applicable  statute  of limitations; and, provided, further, that the
representations  contained in Section 4.20 relating to environmental matters
shall survive for so long as any environmental regulatory authority shall have
the  power to make any claim, assessment or reassessment with respect thereto.

4.46     ab     Section.  Other Limitations.   The Operating Stockholders'
liability  for  a  breach  of  a  representation or warranty contained in this
Agreement  shall  be  limited  as  provided  for  in  Section  6.09.

                               V     abARTICLE

               REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

     As a material inducement to River Oaks and the Stockholders to enter into
this  Agreement  and  to  consummate  the  transactions  contemplated  by this
Agreement,  the  Purchaser  represents  and  warrants  to  River  Oaks and the
Stockholders  that:

5.01        ab     Section.  Authority: Consent.   Each of the Company and
Crossmann  has  the  full capacity, right, power, and authority to enter into,
execute,  and  deliver  this  Agreement,  to  consummate  the  transactions
contemplated  by  this  Agreement and to comply with and fulfill the terms and
conditions of this Agreement.  The execution and delivery of this Agreement by
the Company and Crossmann and the consummation by the Company and Crossmann of
the  transactions contemplated herein have been duly and validly authorized by
all  necessary  actions  on the part of the boards of directors of the Company
and  Crossmann.   This Agreement constitutes a valid and binding obligation of
the Company and Crossmann, enforceable against each of them in accordance with
its  terms and conditions, subject as to enforcement to applicable bankruptcy,
insolvency,  reorganization,  and  other similar laws of general applicability
relating  to  or  affecting  creditors rights generally.  No further action is
necessary by the Company or Crossmann to make this Agreement valid and binding
upon  the  Company  and  Crossmann  and  enforceable  against  the Company and
Crossmann in accordance with the terms hereof or to carry out the transactions
contemplated  hereby.    Neither the execution and delivery of this Agreement,
nor  the  consummation of the transactions contemplated hereby, nor compliance
by  the  Company  and  Crossmann  with any of the provisions of this Agreement
will:

(a)         ab     Conflict with, violate, result in a breach of, constitute a
default  under (or an event which, with notice or lapse of time or both, would
constitute a default), or give rise to any right of termination, cancellation,
or  acceleration under any of the terms, conditions or provisions of any note,
Lien,  bond,  mortgage,  indenture,  license,  lease,  contract,  commitment,
agreement,  understanding,  arrangement,  restriction,  or other instrument or
obligation to which either the Company or Crossmann is a party or by which the
Company,  Crossmann  or  any  of  their respective properties or assets may be
bound;

(b)          ab      Violate any law, rule, or regulation of any government or
governmental  agency  or  body,  or  any judgment, order, writ, injunction, or
decree  of  any  court,  administrative agency, or governmental agency or body
applicable  to  the  Company, Crossmann or any of their respective properties,
assets,  outstanding  shares  or  other  securities;  or

(c)         ab     Constitute an event which, with or without notice, lapse of
time,  or  action  by  a third party, could result in the creation of any Lien
upon any of the assets or properties of the Company or Crossmann, or cause the
maturity  of any liability, obligation, or debt of the Company or Crossmann to
be  accelerated  or  increased.

5.02       ab     Section.  Consents and Approvals.   Except as set out in
Schedule  5.02,  the execution and delivery of this Agreement by the Company
and  Crossmann  and  the  consummation  by  the  Company  and Crossmann of the
transactions  contemplated  hereby will not require any notice to, or consent,
authorization,  or  approval  from  any court or governmental authority or any
other  third  party.    Any  and  all  notices,  consents, authorizations, and
approvals  set  forth  in  Schedule  5.02  have  been  made  and  obtained.

5.03          ab      Section.  Corporate Organization.   The Company is a
corporation duly incorporated, validly existing and in good standing under the
laws  of  the  State  of  North  Carolina  and is a wholly-owned subsidiary of
Crossmann.  Crossmann is a corporation incorporated and validly existing under
the  laws  of  the State of Indiana, for which the most recent required annual
report  under Indiana Business Corporation Law has been filed with the Indiana
Secretary  of  State, and for which no Articles of Dissolution appear as filed
with  the  Indiana  Secretary  of  State's  records.

5.04        ab     Section.  SEC Documents and Other Reports.    Crossmann
has  filed all periodic reports required to be filed by it with the Commission
(the  "SEC  Documents").    As  of  their  respective dates, the SEC Documents
complied  in all material respects with the requirements of the Securities Act
or  the  Exchange  Act,  as  the  case  may  be, and none of the SEC Documents
contained  any  untrue  statement  of  a material fact or omitted to state any
material  fact  required  to  be  stated  therein  or  necessary  to  make the
statements  therein, in light of the circumstances under which they were made,
not  misleading.   The consolidated financial statements of Crossmann included
in  the  SEC  Documents  complied as to form in all material respects with the
applicable  accounting requirements and the published rules and regulations of
the  Commission  with  respect  thereto, have been prepared in accordance with
generally accepted accounting principals (except, in the case of the unaudited
statements,  as permitted by Form 10-Q of the Commission) consistently applied
throughout  the periods involved (except as may be indicated therein or in the
notes thereto) and fairly present the consolidated financial position, results
of operations and cash flows of Crossmann and its consolidated subsidiaries as
of the dates or for the periods indicated therein, subject, in the case of the
unaudited  statements, to normal year-end audit adjustments and the absence of
footnote  disclosure.   Since December 31, 1997, the Acquiror has not made any
change  in  the accounting practices or policies applied in the preparation of
its  financial  statements.

5.05          ab     Section.  Shares.   The issued and outstanding common
shares  of  Crossmann  are,  and the Consideration Shares when issued will be,
duly  authorized  validly  issued,  fully  paid  and  non-assessable.    The
Consideration  Shares will not be issued in violation of any preemptive rights
held  by  any  shareholder  of  Crossmann.


                               VI     abARTICLE

                           [INTENTIONALLY DELETED]


                              VII     abARTICLE

                                    TAXES

7.01      ab     Section.  Preparation of Return.   The Stockholders shall
(at  their  sole  cost  and  expense)  prepare  and timely file or cause to be
prepared  and timely filed all of the federal and state income Tax Returns for
River  Oaks  for  all  periods  ending  on  or prior to the Closing Date.  The
Stockholders  shall  prepare  and,  if  required  to  do so by applicable law,
deliver  to  the Purchaser for signing and filing any state income Tax Returns
of River Oaks with respect to all periods prior to the Closing Date (including
any  short  period)  that  have not been filed prior to the Closing Date.  The
Stockholders  shall  timely  pay all Taxes due and payable with respect to all
periods  ending  on or prior to the Closing Date, including but not limited to
the  transactions  contemplated  by  this  Agreement.
7.02          ab         Section.  Cooperation.   The Stockholders and the
Purchaser  shall  cooperate,  and  shall  cause  their  respective  officers,
employees, agents, auditors and representatives to cooperate, in preparing and
filing  Tax Returns with respect to River Oaks and CCNC, including maintaining
and  making  available  to each other all records necessary in connection with
Taxes  payable  with  respect  to  such  Tax  Returns.

7.03          ab       Section.  Tax Agreements.   Any and all Tax sharing
agreements  or practices among or between River Oaks or its affiliates, on the
one  hand,  and  any Stockholder, on the other hand, shall be terminated as of
the  Closing  Date.

                              VIII     abARTICLE

              CONDITIONS PRECEDENT TO OBLIGATIONS OF RIVER OAKS
                             AND THE STOCKHOLDERS

     The  obligations  of  River  Oaks  and the Stockholders to consummate the
Merger  are  subject  to  the  fulfillment,  at  or before the Closing, of the
following  conditions,  any  one  or more of which may be waived in writing by
River  Oaks  or  the  Stockholders  in  their  sole  discretion:

8.01     ab     Section.  Performance of the Obligations of the Purchaser.
  The  Purchaser shall have performed in all material respects all obligations
under  this  Agreement on or before the Closing Date,  the representations and
warranties  of  the  Purchaser  set  forth  in  Article V shall remain true,
correct,  and  complete  in  all material respects as of the Closing Date, and
River  Oaks  and  the  Stockholders shall have received a certificate from the
Purchaser to that effect dated the Closing Date and signed by the President or
any  other  duly  authorized  officer  of  the  Purchaser.

8.02     ab     Section.  Consents and Approvals.   All permits, consents,
waivers,  authorizations,  and  approvals  of  any  governmental or regulatory
authority,  state or Federal, and of any other Person (including the Purchaser
and  the  shareholder  of  CCNC) that may be reasonably required in connection
with  the  execution of this Agreement or the effectuation of the transactions
contemplated  herein  shall have been duly obtained and shall be in full force
and  effect  on  the  Closing  Date.

8.03          ab     Section.  No Violation of Orders.   No preliminary or
permanent  injunction  or  other  order issued by any court or governmental or
regulatory  authority,  domestic  or  foreign,  that  declares  this Agreement
invalid  or  unenforceable  in any respect or prevents the consummation of the
transactions  contemplated  hereby  shall  be  in  effect,  and  no proceeding
relating  to  any  order  shall  have  commenced.

                               IX     abARTICLE

             CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PURCHASER

     The  obligations of the Purchaser to consummate the Merger are subject to
the  fulfillment,  at  or before the Closing, of the following conditions, any
one  or  more  of  which  the  Purchaser may, in its sole discretion, waive in
writing.

9.01      ab     Section.  Performance of the Obligations of River Oaks and
the  Stockholders.    River Oaks and the Stockholders shall have performed in
all  material  respects  all obligations under this Agreement on or before the
Closing  Date,  the  representations  and  warranties  of  River  Oaks and the
Stockholders  set  forth  in  Article  IV  shall  remain  true, correct, and
complete  in  all  material respects as of the Closing Date, and the Purchaser
shall  have  received  a  certificate from River Oaks  and each Stockholder to
that  effect  dated  the Closing Date and signed by the President or any other
duly  authorized  officer  of  River  Oaks  and  each  Stockholder.

9.02     ab     Section.  Completion of Due Diligence.   The Purchaser, in
its  sole discretion, shall be satisfied with the results of its due diligence
review  of  River  Oaks, and the business operations of River Oaks, including,
but  not  limited  to,  the  information  set  forth  on the Schedules to this
Agreement.

9.03      ab     Section.  Consents and Approvals.   All Permits necessary
to  conduct  the  business  of    River  Oaks  as now conducted, including any
necessary  transfer  thereof,  and  all consents, waivers, authorizations, and
approvals  of  any governmental or regulatory authority, state or Federal, and
of  any other Person (including the Board of Directors and the shareholders of
River  Oaks), that may be reasonably required in connection with the execution
of this Agreement or the effectuation of the transactions contemplated herein,
shall  have  been  duly  obtained and shall be in full force and effect on the
Closing  Date.    Each  party  (other than River Oaks) to any of the Contracts
specified  in Schedule 4.13, Schedule 4.16, Schedule 4.17(a) and Schedule
4.21(a)  shall  have  provided  its  written consent to the assignment of the
Contract  to  the  Purchaser as provided herein, to the extent such consent is
required.

9.04          ab     Section.  No Violation of Orders.   No preliminary or
permanent  injunction  or  other  order issued by any court or governmental or
regulatory  authority,  domestic  or  foreign,  that  declares  this Agreement
invalid  or  unenforceable  in any respect or prevents the consummation of the
transactions  contemplated  hereby,  or which materially and adversely affects
the Assets or the financial condition of River Oaks shall be in effect, and no
proceeding  relating  to  any  order  shall  have  commenced.

9.05       ab     Section.  Title Insurance.   Prior to the Closing, River
Oaks shall have furnished the Purchaser, a commitment for an owner's policy of
title  insurance  satisfactory  to  the  Purchaser  in  its  sole and absolute
discretion,  issued  by  a  nationally  reputable title insurance company (the
"Title  Company"), and containing the agreement of the Title Company to insure
fee  simple  title  to the Real Property (except for the Leased Real Property,
the  Land  Contract Property, and the Option Real Property) in the name of the
Purchaser.

9.06      ab     Section.  Employment Agreements.   The Purchaser and each
of  Callihan,  Teal, Skelley and Edwards shall have entered into an employment
agreement  in  the  form  of  Exhibit  9.06 attached hereto and incorporated
herein  by  this  reference  (the "Employment Agreements"); provided, however,
that Callihan, Teal, Skelley, Edwards and Tony K. Cox will remain employees of
Pinehurst  Builders  and  Pinehurst  Builders  will  remain  obligated  to pay
Callihan,  Teal,  Skelley,  Edwards  and  Tony  K.  Cox  their  appropriate
compensation  until  the  Closing  Date.

9.07       ab     Section.  Noncompetition Agreements.   The Purchaser and
each of Callihan; Teal; Skelley; Edwards; Callihan, Teal, Skelley & Associates
Real  Estate  Consultants, Inc. ("CTS Real Estate") and South Brunswick Farms,
LLC,  a  South  Carolina  limited  liability company shall have entered into a
noncompetition  agreement,  in  the forms attached hereto as Exhibit 9.07(a)
and  incorporated  herein  by reference (the "Noncompetition Agreements").  In
addition,  Tony  K.  Cox  and  CTS  Real  Estate  shall  have  entered  into a
noncompetition agreement, in the form attached hereto as Exhibit 9.07(b) and
incorporated  herein  by  reference  (the  "Cox  Noncompetition  Agreement").

9.08         ab     Section.  Satisfaction of Fees and Note and Release.  
True  Blue,  Floyd  and Jones shall have entered into an agreement(s), in form
and  substance, satisfactory to the Purchaser in its sole discretion, that all
amounts owed to Floyd and Jones pursuant to that certain agreement dated as of
January  17,  1997 by and between True Blue, Floyd and Jones ("F&J Agreement")
shall  be  satisfied  upon payment of an aggregate $430,000 to Floyd and Jones
and  that all amounts, including all principal and all interest, owed to Floyd
and  Jones  pursuant  to that certain promissory note, dated January 17, 1997,
executed  by  True  Blue  in  favor  of  Floyd and Jones ("F&J Note") shall be
satisfied  upon  the  payment of an aggregate of $570,000 to Floyd and Jones. 
True  Blue,  Floyd,  Jones and Jack Jones shall have entered into an agreement
pursuant  to  which  such parties agree to release each other from any claims,
causes  of  actions,  liabilities  or  damages that any party may have against
another  party.

9.09          ab          Section.[INTENTIONALLY  DELETED].

9.10      ab     Section.  Lease.   Beach Vacations and Callihan, Teal and
Skelley Real Estate Partnership shall have entered into a lease in the form of
Exhibit  9.10  attached  hereto  and  incorporated  herein by reference (the
"Lease").

9.11          ab          Section.[INTENTIONALLY  DELETED].

9.12          ab     Section.  Contribution of New Homes Sales Division.  
Callihan,  Teal  and  Skelley  shall have caused CTS Real Estate to assign the
employees and to contribute the assets related to its new homes sales division
to  Pinehurst  Builders  (the "CTS Real Estate Contribution") in a transaction
which  has  no  negative  tax  consequences  to  Pinehurst  Builders.

9.13        ab     Section.  True Blue Acquisition and Pinehurst Merger.  
All  conditions  precedent  to the Closing of the transactions contemplated by
the  True  Blue Agreement and the Pinehurst Merger Agreement must be satisfied
and  the  closing  of  such  transactions  shall occur simultaneously with the
transactions  contemplated  by  this  Agreement.

9.14         ab     Section.  CTS Acquisitions, Inc. and Callihan, Teal and
Skelley  Development,  Inc..      CTS  Acquisitions,  Inc.,  a South Carolina
corporation,  and  Callihan,  Teal  and  Skelley  Development,  Inc.,  a South
Carolina corporation, each shall have merged with and into River Oaks Builders
pursuant  to  the  SCBCA.

                               X     abARTICLE

                                 TERMINATION

10.01      ab     Section.  Termination; Failure to Close.   The Purchaser
may  terminate  this  Agreement by giving written notice to River Oaks and the
Stockholders  at  any  time  prior  to  the  Closing  if  the Purchaser is not
satisfied,  in  its  sole  and absolute discretion with the results of its due
diligence  review,  with the condition of any of the Assets, the amount of any
of any Debt, or with the continuing operations of River Oaks.  Notwithstanding
anything  contained  in the preceding sentence to the contrary, this Agreement
and  the  transactions contemplated herein may be terminated at any time on or
before  the  Closing  (i) by unanimous agreement of the parties or (ii) by one
party  giving  written  notice  to the other party on or before Closing in the
event  of fraud in the inducement relating to the transactions contemplated in
this  Agreement  by  the  party  receiving  notice  of  termination.

10.02          ab       Section.  Effect of Termination.   In the event of
termination  pursuant  to  Section 10.01, this Agreement shall terminate and
have  no  further  effect,  with  no liability on any party hereto, other than
liability  arising  out  of  a  breach  by  that  party of any representation,
warranty,  covenant,  or  agreement  contained  herein.

                               XI     abARTICLE

                                   CLOSING

11.01      ab     Section.  Closing Date.   The closing of the transaction
contemplated  by this Agreement (the "Closing") shall take place at a mutually
agreeable  time and place, on or before May 29, 1998, unless mutually extended
by  the  parties.

11.02         ab     Section.  Deliveries by River Oaks.   At the Closing,
River  Oaks and the Stockholders shall deliver or cause to be delivered to the
Purchaser  the  following  duly  executed  documents  and  other items in form
satisfactory  to  the  Purchaser:

(a)          ab          The  certification  required  in  Section  9.01;

(b)      ab     Articles of Merger conforming to the requirements of the NCBCA
and  the  SCBCA  for  the  merger  of    River  Oaks  with  and  into  CCNC.

(c)       ab     Results of searches dated within ten (10) days of the Closing
disclosing  any  judgments,  tax  liens,  Uniform  Commercial  Code  financing
statements,  or  any  other  Liens filed or indexed against any of the Assets;

(d)      ab     All Permits necessary to conduct the business of River Oaks as
now  conducted, transferred to the Purchaser as required and permitted by law;

(e)          ab      The Employment Agreements provided for in Section 9.06;

(f)          ab       The Noncompetition Agreements and the Cox Noncompetition
Agreement  provided  for  in  Section  9.07;

(g)          ab          [INTENTIONALLY  DELETED]

(h)          ab          The  Lease  provided  for  in  Section  9.10.

(i)          ab          [INTENTIONALLY  DELETED]

(j)          ab        Evidence, satisfactory to the Purchaser in its sole and
absolute  discretion,  that  Callihan, Teal and Skelley have caused the assets
related  to  the new homes sales division of CTS Real Estate to be contributed
to  River  Oaks  Builders.

(k)          ab       Evidence, satisfactory to the Purchaser, in its sole and
absolute  discretion,  that  Callihan,  Teal  and  Skelley  have purchased the
beneficial  interests in of Beach Vacations owned by Floyd and Jones, and have
executed  a  mutual  release  related  thereto.

(l)          ab       Evidence, satisfactory to the Purchaser, in its sole and
absolute  discretion  that all amounts owed to Floyd and Jones pursuant to the
F&J  Agreement  and  the  F&J  Note  have  been  satisfied and that True Blue,
Callihan,  Teal,  Skelley,  Floyd, Jones and Jack Jones have executed a mutual
release  related thereto and have named the Purchaser as a beneficiary to such
release.

(m)          ab       Evidence, satisfactory to the Purchaser, in its sole and
absolute discretion that CTS Acquisitions, Inc. and Callihan, Teal and Skelley
Development,  Inc.  have  merged  with  an  into  River  Oaks  Builders,  Inc.

(n)       ab     Copies of resolutions of the Board of Directors of River Oaks
and  the  Stockholders  approving  the  consummation  of  the  transaction
contemplated  by  this  Agreement,  certified  by the Secretary of River Oaks.

(o)      ab     A certificate of River Oaks and the Stockholders acknowledging
(or  waiving)  delivery  by  the  Purchaser of the items set forth in Section
11.03.    The  failure  of  River  Oaks  or  the Stockholders to deliver this
certificate will not in and of itself constitute a breach of this Agreement if
the  certificate  was  not delivered because of Purchaser's failure to deliver
the  items  set  forth  in  Section  11.03.

11.03      ab     Section.  Deliveries by Purchaser.   At the Closing, the
Purchaser  shall  deliver  or  cause  to  be  delivered  to River Oaks and the
Stockholders  the  following  duly  executed documents and other items in form
satisfactory  to  River  Oaks  and  the  Stockholders:

(a)          ab          The  certification  required  in  Section  8.01;

(b)          ab       The merger consideration provided for in Section 3.01;

(c)          ab      A certificate of the Purchaser acknowledging (or waiving)
delivery by River Oaks and the Stockholders of the items set forth in Section
11.02.   The failure of the Purchaser to deliver this certificate will not in
and of itself constitute a breach of this Agreement if the certificate was not
delivered  because  of River Oaks' or the Stockholders' failure to deliver the
items  set  forth  in  Section  11.02.

(d)          ab     Copies of the resolutions of the Board of Directors of the
Purchaser  and  CCNC and resolutions of the stockholders of CCNC approving the
consummation  of the transactions contemplated by this Agreement, certified by
the  Secretary  of  Crossmann  and  CCNC,  respectively.

                              XII     abARTICLE

                  POST-CLOSING COVENANTS OF THE STOCKHOLDERS

     At all times beginning on the Closing Date, each of the Stockholders, who
will receive Consideration Shares pursuant to Section 3.01, hereby covenants
and  agrees  to  comply  with  the  following  provisions:

12.01     ab     Section.  Acquisition of Additional Consideration Shares.
  No  Stockholder shall, directly or indirectly, acquire any Voting Securities
if  such acquisition will cause any Stockholder to be the beneficial owner (as
defined  in  Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of
Voting  Securities in excess of the amount set forth next to such Stockholders
name  on  Exhibit  12.01,  except  (i)  by  way  of stock dividends or other
distributions  or  offerings  made  available  to holders of Voting Securities
generally,  (ii)  through  the  exercise  of  stock options or other rights to
acquire  Voting  Securities  granted  pursuant  to  any  stock option or other
employee  benefit plan of Crossmann,  or (iii) for other acquisitions approved
by  the  Board  of  Directors  of  Crossmann.

12.02          ab          Section.    Voting  Agreement.

(a)      ab     Each Stockholder shall take all such action as may be required
so that (i) all Voting Securities owned by him or any of his Affiliates or any
individual  with whom the Stockholder has a family relationship (as defined in
Item 401(d) of Regulation S-K promulgated under the Securities Act) to whom he
transfers  any  of  the  Consideration  Shares  (collectively,  "Private
Transferees")  are  voted  for  nominees  to the Board of Directors and on all
other  matters  to  be voted on by holders of the Voting Securities either (at
the  election of the Stockholder) as recommended by a majority of the Board of
Directors  of  Crossmann  or in the same proportion as the votes cast by other
holders  of  Voting  Securities  and  (ii)  the  Stockholder  and each Private
Transferee  shall  be  present  in  person  or  by  proxy  at  all meetings of
Stockholders  of Crossmann so that all Voting Securities beneficially owned by
them  may  be counted for the purpose of determine the presence of a quorum at
such  meetings.

(b)         ab     No Stockholder nor any Private Transferee shall deposit its
Voting  Securities  in  a voting trust or subject any Voting Securities to any
arrangement or agreement with respect to the voting of such Voting Securities,
other  than  as  set  forth  herein.

(c)     ab     Each Stockholder hereby agrees that, in addition to any legends
required  by  this  Agreement or applicable law, all certificates representing
the  Voting Securities now owned or hereafter acquired by the Stockholder will
contain  a  legend  in  substantially  the  following  form:

"THE  SHARES  REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF
THAT  CERTAIN   AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 29, 1998, A COPY
OF  WHICH  IS ON FILE AT THE CORPORATE OFFICES OF CROSSMANN COMMUNITIES, INC."

(d)      ab     Notwithstanding anything to the contrary stated herein, in the
event  that    any  Stockholder  transfers  any of the Consideration Shares in
compliance  with  the  provisions of this Agreement and the Securities Act, to
any  Person  (i)  that is not an Affiliate of the Stockholder or an individual
with whom the Stockholder has a family relationship (as defined in Item 401(d)
of  Regulation  S-K promulgated under the Securities Act) or (ii) who does not
own  at  or prior to the transfer, or will not own after such transfer, Voting
Securities  five  percent  (5%)  or  more  of the outstanding common shares of
Crossmann  Stock, the Stockholder shall not be bound by any of the obligations
and  conditions  contained in this Section 12.02 and the legend set forth in
Section  12.02  shall  be  removed  from  those  shares  so  transferred.

12.03       ab     Section.  Proxy Solicitations.   No Stockholder nor any
Private  Transferee  shall  solicit  proxies  or  become  a "participant" in a
"solicitation,"  (as such term is defined in Regulation 14A under the Exchange
Act),  in  opposition  to  the  recommendation  of  a majority of the Board of
Directors  of  Crossmann  with  respect  to  any  matter.

12.04        ab     Section.  Formation of a "Group".   No Stockholder nor
any  Private  Transferee  shall  join  a  partnership,  limited  partnership,
syndicate  or  other  group  or otherwise act in concert with any person not a
party  to  this  Agreement  for  the  purpose of acquiring, holding, voting or
disposing  of  Voting  Securities  or  otherwise  become  a  Stockholder  of a
syndicate  or  group  that  is  deemed  to be a "person" within the meaning of
Section  13(d)(3)  of  the  Exchange  Act.

12.05         ab     Section.  Dissolution of River Oaks Commercial.   The
Stockholders  shall  cause  River  Oaks  Commercial  not  to  begin  any  new
construction projects after the date of this Agreement and to dissolve once it
has  completed  all  of  its  current  construction  projects.

12.06          ab          Section.[INTENTIONALLY  DELETED].

12.07       ab     Section.  North South.   The Operating Stockholders, as
beneficial  owners of North South, shall use their best efforts to cause North
South  to  execute a mutually acceptable agreement to purchase land with CCNC.


                              XIII     abARTICLE

                   POST CLOSING COVENANTS OF THE PURCHASER

     After the Closing Date, the Purchaser covenants and agrees to comply with
the  following  provisions:

13.01       ab     Section.  Filing of Registration Statement.   Within 90
days  of  the  Closing  Date, Crossmann shall file a Registration Statement on
Form  S-3  or  another  available  form (the "Registration Statement") for the
purpose  of  registering the Consideration Shares under the Securities Act for
resale  by  the Stockholders.  Crossmann shall use its commercially reasonable
best  efforts  to  cause the Registration Statement to become effective and to
remain  effective at all times until June 1, 1999; provided, however, that
Crossmann's  obligation  to  maintain  the  effectiveness  of the Registration
Statement as to any particular Consideration Share shall terminate (a) if such
Consideration  Share  was  sold (i) by the Stockholder in accordance with such
registration  or (ii) pursuant to the provisions of Rule 144 promulgated under
the  Securities  Act  or  (b)  if such Consideration Share were transferred to
another  Person  pursuant  to  a  written  opinion of a counsel experienced in
securities law matters addressed to Crossmann and satisfactory to Crossmann in
its  sole  discretion that such Consideration Share may be transferred without
registration under the Securities Act.  All expenses incurred in effecting the
registration  provided for in this Section 13.01, including all filing fees,
printing  expenses,  fees  and disbursements of counsel to Crossmann shall, to
the  extent  permitted  by  applicable  law,  be  paid  by Crossmann, and each
Stockholder  shall pay all underwriting discounts and commissions attributable
to  the  securities  offered or sold by him and all fees and expenses of legal
counsel  retained  by  him.    It  shall  be a condition to the obligations of
Crossmann  under  this  Section  13.01  that  each  Stockholder  shall:

(a)       ab     Cooperate with Crossmann in the preparation and filing of the
documents  comprising  the  Registration Statement (including any amendment or
supplement  thereto)  in  such  manner  as  Crossmann  may reasonably request,
including,  without  limitation,  furnishing  information  regarding  the
Stockholder,  his ownership of Crossmann's securities, and the distribution of
such  securities;

(b)          ab     Upon receipt of any written notice from Crossmann that the
Registration  Statement  or  prospectus  is  required  to  be  amended  or
supplemented,  comply  promptly and fully with any directive contained therein
with  respect  to the discontinuance of the offer and sale of such securities;
and

(c)         ab     Enter into such undertakings with Crossmann relating to the
conduct  of  the offering of securities pursuant to the Registration Statement
and  not  inconsistent  with the provisions hereof as Crossmann may reasonably
request  in  order  to  assure  compliance  with  the  applicable  laws.

13.02          ab          Section.    Piggyback  Registrations.

(a)        ab     Right to Piggyback.  Whenever Crossmann agrees to register
any  common  shares  of  Crossmann  owned  by  John B. Scheumann or Richard H.
Crosser  under  the  Securities  Act  at  any  time after June 1, 1999 and the
registration  form  to  be  used  may  be  used  for  the  registration of the
Consideration Shares owned by the Stockholders (the "Registrable Securities"),
it  will  notify  each  Stockholder  not  later  than  10  days  prior  to the
anticipated  filing  date    (a  "Piggyback  Registration").    Subject to the
provisions  of  Section  13.02(c),  Crossmann  will include in the Piggyback
Registration  all  Registrable  Securities with respect to which Crossmann has
received  written  requests  for  inclusion within 5 days after the applicable
holder's  receipt  of  Crossmann's  notice.  If a Piggyback Registration is an
underwritten  offering,  each Stockholder must sell his Registrable Securities
on  the same terms and conditions as apply to securities being sold by John B.
Scheumann  and  Richard H. Crosser.  At any time and for any reason, Crossmann
may  terminate  the  Piggyback  Registration.

(b)          ab      Expenses.  Crossmann shall pay all expenses incurred in
connection  with any Piggyback Registration, including all registration filing
fees, professional fees, and other expenses of compliance with federal, state,
and  other  securities  laws,  printing  expenses,  messenger,  telephone  and
delivery  expenses,  fees  and  disbursements  of  counsel  for  Crossmann;
provided,  however,  that  Crossmann  shall  not  pay  for  any  fees  and
disbursements  of  counsel  for the Stockholders or any fees or commissions of
the  underwriters  incurred  in  connection  with  the  sale  of  Registrable
Securities.

(c)         ab     Priority.  If a Piggyback Registration is an underwritten
registration  and  the managing underwriters give Crossmann their opinion that
the  total  number  or dollar amount of securities requested to be included in
the registration exceeds the number or dollar amount of securities that can be
sold,  Crossmann  will  include  the  securities  in  the  registration in the
following order of priority: first, all securities Crossmann proposes to sell;
second,  all of the securities Messrs.  Scheumann and Crosser propose to sell;
and  third,  up  to the full number or dollar amount of Registrable Securities
requested  to  be  included  in the registration (allocated pro rata among the
Stockholders  on  the  basis  of  the  dollar  amount or number of Registrable
Securities  requested  to  be  included).

(d)      ab     Selection of Underwriters.  If any Piggyback Registration is
an  underwritten  offering, Crossmann will select the investment banker(s) and
manager(s)  that  will  administer  the  offering, and the Stockholders hereby
agree  as  a  condition  to  the registration of the Registrable Securities to
enter  into  a  customary underwriting agreement with the investment banker(s)
and  manager(s).

13.03         ab     Section.  Repayment of Existing Debt.   The Purchaser
shall pay off all of the Existing Debt and shall use its reasonable efforts to
have  the  Stockholders  released  from  any  guaranty  of  any Existing Debt.

                              XIV     abARTICLE

                                MISCELLANEOUS

14.01      ab     Section.  Counterparts.   This Agreement may be executed
simultaneously  in  two or more counterparts, each of which shall be deemed an
original,  but  all  of  which  together  shall  constitute  one  and the same
instrument.
14.02       ab     Section.  Expenses.   The Purchaser, River Oaks and the
Stockholders  shall  each  bear their own legal, accounting, and out-of-pocket
expenses  in  connection  with  this  Agreement  and  the  negotiation  and
consummation  of  the  transactions  contemplated  herein.

14.03      ab     Section.  Public Announcements.   Before the Closing the
Purchaser,  River  Oaks, the Stockholders and their respective representatives
shall  not  make  any  public  release  of  information  regarding the matters
contemplated  herein,  except (i) that a press release mutually agreed upon by
the  Purchaser  and  the Stockholders shall be jointly issued by the Purchaser
and  the  Stockholders  as  soon  as  practicable  after the execution of this
Agreement;  (ii) that the Purchaser and River Oaks may continue communications
with  employees,  customers,  suppliers,  franchises,  lenders,  lessors,
shareholders,  and  other groups as may be legally required or appropriate and
which  is  not inconsistent with the best interests of any party or the prompt
consummation of the transactions contemplated herein; and (iii) as required by
law.

14.04     ab     Section.  Risk of Loss.   Until the Closing, the risks of
ownership  and  loss  of  the  Assets shall be borne by the Stockholders.  If,
prior  to the Closing, all or any part of the Assets are damaged by fire or by
any other cause whatsoever, or are taken, in whole or in part, by condemnation
or  other exercise of eminent domain, the Stockholders shall promptly give the
Purchaser  written  notice of such damage or taking.  In the event of any such
damage  or  taking,  the  Purchaser  shall  have  the  option  to  require the
Stockholders  either  to:

(a)      ab     consummate the transactions contemplated by this Agreement; or

(b)          ab          terminate  this  Agreement.

14.05          ab        Section.  Index and Captions.   The index and the
captions  of  the  Sections  and  Articles  of  this  Agreement are solely for
convenient  reference  and  shall  not  be  deemed  to  affect  the meaning or
interpretation  of  any  paragraph  hereof.

14.06       ab     Section.  Notices.   All notices, requests, demands and
other communications hereunder shall be in writing and shall be deemed to have
been  duly  given and received (a) upon delivery, if personally delivered; (b)
on  the  fifth day after being deposited with the U.S. Postal Service, if sent
by certified or registered mail, return receipt requested; (c) on the next day
after  being deposited with a reliable overnight delivery service; or (d) upon
receipt of an answer back, if transmitted by facsimile, postage prepaid in all
cases  other  than  facsimile,  addressed  to the other party at the following
addresses,  or  facsimile  numbers  in  the  case  of  a  facsimile:

If  the  Purchaser,  to:

Crossmann  Communities,  Inc.
9202  North  Meridian  Street,  Suite  300
Indianapolis,  Indiana    46268
Attention:  John  B.  Scheumann

Tel.  No.:    (317)  843-9514
Facsimile  No.:    (317)  571-2210

With  a  copy  to:

Steven  K.  Humke
ICE  MILLER  DONADIO  &  RYAN
One  American  Square
Box  82001
Indianapolis,  Indiana    46282-0002

Tel.  No.:    (317)  236-2394
Facsimile  No.:    (317)  236-5817

If  to  River  Oaks  or  the  Stockholders  to  each  of:

     James  T.  Callihan
     Ralph  R.  Teal,  Jr.
     Jeffrey  H.  Skelley
     Charles  D.  Floyd
     Ralph  C.  Jones
     10239  Beachview  Drive,  S.W.
     Calabash,  NC  28467

     Tel.  No.:  910-579-3121
     Facsimile  No.:  910-579-7505

With  a  copy  to:

     James  Sack
     Sack  &  Associates,  P.C.
     8300  Greensboro  Drive,  Suite  1080
     McLean,  Virginia  22102

     Tel.  No.:  703-883-0102
     Facsimile  No.:  703-883-0108

     Any  party may change its address for the purpose of this Section 14.06
by  giving the other party written notice of its new address in the manner set
forth  above.

14.07          ab        Section.  Entire Agreement.   This Agreement, the
agreements  expressly  contemplated hereby, including, but not limited to, the
Pinehurst  Merger  Agreement  and  the  True  Blue Agreement, the Exhibits and
Schedules  referred  to  herein which form a part of this Agreement and a side
letter that the parties may enter into contain the entire understanding of the
parties  hereto  with respect to the subject matter hereof and thereof.  There
are no representations, promises, warranties, covenants, or undertakings other
than  those  expressly  set  forth or provided for in this Agreement or in the
agreements  expressly  contemplated hereby, including, but not limited to, the
Pinehurst  Merger  Agreement  and the True Blue Agreement.  This Agreement and
the  agreements  expressly  contemplated hereby supersede all prior agreements
and  understandings  between  the  parties  with  respect  to the transactions
contemplated by this Agreement.  No provision of this Agreement may be amended
or  waived  except  in writing, and no such amendment shall extend to anything
other  than  the  specific subject matter thereof.  The Operating Stockholders
expressly  acknowledge and agree that they have an obligation to indemnify the
Purchaser  for  any breach of a representation, warranty or covenant contained
in  this  Agreement and that such obligation shall be governed by Article VI
of  the  Pinehurst  Merger  Agreement.

14.08         ab     Section.  Waiver of Compliance.   The party for whose
benefit a warranty, representation, covenant, or condition is intended may, in
writing,  waive  any  inaccuracies  in  the  warranties  and  representations
contained  in  this Agreement or waive compliance with any of the covenants or
conditions contained herein and so waive performance of any of the obligations
of the other party hereto, and any defaults hereunder; provided, however, that
such  waiver  must  be  in writing, and shall not affect or impair the waiving
party's  rights  with respect to any other warranty, representation, covenant,
or any default hereunder, nor shall any waiver constitute a continuing waiver.

14.09        ab     Section.  Validity of Provisions.   Should any part of
this  Agreement  be  declared  by  any  court  of competent jurisdiction to be
invalid, such decision shall not affect the validity of the remaining portions
of  this  Agreement,  which shall continue in full force and effect as if this
Agreement  had  been  executed  with  the  invalid  portion thereof eliminated
therefrom,  it  being  the intent of the parties that they would have executed
the  remaining  portions  of this Agreement without including any such part or
portion  which  may  be  declared  invalid.

14.10          ab       Section.  Schedules and Exhibits.   Each and every
Schedule  and  Exhibit  to  this  Agreement, and each and every document to be
delivered in the future pursuant to this Agreement is hereby incorporated into
this  Agreement  and  made  an  integral  part  hereof.

14.11        ab     Section.  No Intention to Benefit Third Parties.   The
provisions  of  this Agreement are not intended to, and shall not, benefit any
Person other than the parties to this Agreement, the provisions hereof are not
intended  to,  and  shall  not create any third party beneficiary right in any
Person.

14.12      ab     Section.  Successors and Assigns.   This Agreement shall
be  binding  on,  and  shall  inure  to  the benefit of, the parties and their
respective  successors and permitted assigns; provided, however, that no party
may  assign  any  rights or obligations under this Agreement without the prior
written  consent  of  the  other  parties  hereto.

14.13          ab      Section.  Governing Law.   The laws of the State of
Indiana  shall govern all aspects of this Agreement notwithstanding any choice
of  law  provisions  to  the  contrary.

14.14         ab     Section.  Guaranty.   Crossmann hereby guarantees the
performance  of  all  of  CCNC's  obligations  hereunder,  including  CCNC's
obligations  to  deliver  the  Merger  Consideration  at  Closing.

14.15          ab     Section.  Shareholder Agreements.   The Stockholders
hereby  waive any and all rights to purchase securities of River Oaks that any
Stockholder  may  have pursuant to a shareholder's agreement relating to River
Oaks  and  by  execution  of  this Agreement hereby terminate any and all such
shareholder  agreements.

                               XV     abARTICLE

                                 DEFINITIONS


     As  used  in  this  Agreement,  the  following  terms  have  the meanings
indicated  below:

     "Affiliate"  means  any Person that directly or indirectly controls or is
under  common  control  with  the  Purchaser  or  River Oaks.  As used in this
definition, "control" (including, its correlative meanings "controlled by" and
"under  common  control  with")  means  possession, directly or indirectly, of
power  to  direct  or  cause  the direction of management or policies (whether
through ownership of securities or partnership or other ownership interest, by
contract  or  otherwise).
     "Agreement"  shall  have  the  meaning  set  forth  in  the  preamble.

     "Assets"  means  all  of the assets, rights and properties of any type or
kind  of  River  Oaks.

     "Beach  Vacations"  shall  mean  Beach  Vacations, Inc., a South Carolina
corporation.

     "Buck  Creek"  shall  mean Buck Creek Development, Inc., a South Carolina
corporation.

     "Business  Day" means any day other than Saturday, Sunday, and any day on
which  commercial  banks  in  Indiana  are  authorized  by  law  to be closed.

     "CCNC"  shall  have  the  meaning  set  forth  in  the  preamble.

     "COBRA"  shall  have  the  meaning  set  forth  in  Section  4.26.

     "CTS  Communications"  shall  mean  CTS  Communications,  Inc.,  a  South
Carolina  corporation.

     "CTS  Real  Estate"  shall have the meanings set forth in Section 8.07.

     "CTS  Real  Estate  Contribution"  shall  have  the  meaning set forth in
Section  9.13.

     "Callihan"  means  James  T.  Callihan,  a resident of the State of South
Carolina.

     "Closing"  means  the  closing  of  the transactions contemplated by this
Agreement  as  provided  for  in  Section  11.01.

     "Code" means the Internal Revenue Code of 1986, as amended, and all rules
and  regulations  promulgated  thereunder.

     "Commission"  shall  mean  the  United  States  Securities  and  Exchange
Commission  and  any  successor  thereto.

     "Company"  means  Crossmann  Communities of North Carolina, Inc., a North
Carolina  corporation.

     "Contracts"  shall  have  the  meaning  set  forth  in  Section  4.21.

     "Cox  Noncompetition  Agreement"  shall  have  the  meaning  set forth in
Section  9.07.

     "Crossmann"  means  Crossmann  Communities, Inc., an Indiana corporation.

     "Consideration  Shares"  shall  have  the  meaning  set forth in Section
3.01.

     "Debt" means any obligation for borrowed money (and any noted payable and
drafts  accepted representing extensions of credit whether or not representing
obligations  for  borrowed  money)  or  any  obligation under any operating or
capital lease, but excluding trade payables and other obligations entered into
in  the  ordinary  course  of  business.

     "Developed  Real  Property"  shall have the meaning set forth in Section
4.14.

     "Edwards" shall mean H. Gilford Edwards, a resident of the state of North
Carolina.

     "Effective  Time"  shall  have  the  meaning set forth in Section 1.02.

     "Employee  Benefit  Plan"  shall  have  the meaning set forth in Section
4.26.

     "Employee  Pension  Benefit  Plan"  shall  have  the meaning set forth in
Section  4.26.

     "Employee  Welfare  Benefit  Plan"  shall  have  the meaning set forth in
Section  4.26.

     "Employment  Agreements"  shall  have  the  meaning set forth in Section
8.06.

     "Environmental  Claims"  means  all  accusations,  allegations,
investigations,  warnings,  notice  letters,  notices  of  violations,  Liens,
orders,  claims, demands, suits, or administrative or judicial actions for any
injunctive  relief,  fines,  penalties,  or  any  damage,  including  without
limitation  personal  injury,  property  damage (including any depreciation of
property  values),  lost  use  of  property,  natural  resource  damages,  or
environmental  response costs arising out of Environmental Conditions or under
Environmental  Requirements.

     "Environmental  Conditions" means the state of the environment, including
natural  resources (e.g., flora and fauna), soil, surface water, ground water,
any  present or potential drinking water supply, subsurface strata, or ambient
air,  relating  to  or  arising  out of the use, handling, storage, treatment,
recycling,  generation,  transportation,  spilling, leaking, pumping, pouring,
injecting,  emptying,  discharging,  emitting,  escaping,  leaching,  dumping,
disposal,  release,  or  threatened release of Hazardous Materials, whether or
not  discovered  which  could  or  does  result in Environmental Claims.  With
respect  to  Environmental  Claims  by third parties, Environmental Conditions
also  include the exposure of Persons to Hazardous Materials at the work place
or  the  exposure  of  Persons or property to Hazardous materials migrating or
otherwise  emanating  from, to, or located at, under, or on the Real Property.

     "Environmental  Expenses"  means  any  liability  (including  strict
liability),  loss,  cost,  penalty,  fine,  punitive  damage,  encumbrance, or
expense  relating  to  any  Environmental Claim or Environmental Condition, or
incurred  in compliance with any Environmental Requirements, including without
limitation  the  costs  of  investigation,  cleanup,  remedial,  monitoring,
corrective,  or  other  responsive action, compliance costs, settlement costs,
lost  property  value,  and  related  legal  and consulting fees and expenses.

     "Environmental  Requirements"  means  all present and future laws, rules,
regulations,  ordinances,  codes,  policies,  guidance  documents,  approvals,
plans,  authorizations,  licenses,  permits issued by all government agencies,
departments,  commissions, boards, bureaus, or instrumentalities of the United
States,  all  states and political subdivisions thereof, and any foreign body,
and  all  judicial,  administrative,  and  regulatory  decrees, judgments, and
orders  relating  to human health, pollution, or protection of the environment
(including  ambient air, surface water, ground water, land surface, or surface
strata),  including  (i)  laws relating to emissions, discharges, releases, or
threatened  releases  of  Hazardous  Materials,  and (ii) laws relating to the
identification,  generation,  manufacture,  processing,  distribution,  use,
treatment,  storage,  disposal,  recovery,  transport,  or  other  handling of
Hazardous  Materials.    Environmental  Requirements  shall  include,  without
limitation,  the  Comprehensive  Environmental  Response,  Compensation  and
Liability  Act  of 1980, as amended ("CERCLA"), the Superfund's Amendments and
Reauthorization  Act  ("SARA"),  the Toxic Substances Control Act, as amended,
the  Hazardous  Materials  Transportation  Act,  as  amended,  the  Resource
Conservation  and  Recovery  Act, as amended ("RCRA"), the Clean Water Act, as
amended,  the  Safe  Drinking  Water  Act,  as  amended, the Clean Air Act, as
amended,  the  Atomic  Energy Act of 1954, as amended, the Occupational Safety
and  Health  Act,  as  amended,  and  all  other analogous laws or regulations
promulgated  or  issued  by any federal, state, foreign, or other governmental
authority  or  body.

     "ERISA"  means  the  Employee  Retirement Income Security Act of 1974, as
amended.

     "Exchange  Act"  shall  mean  the  Securities  Exchange  Act  of 1934, as
amended,  and  the  rules  and  regulations  promulgated  thereunder.

     "Existing  Debt"  shall  have  the  meaning  set forth in Section 4.29.

     "F&J  Agreement"  shall  have  the  meaning  set forth in Section 9.08.

     "F&J  Note"  shall  have  the  meaning  set  forth  in  Section  9.08.

     "Financial  Statements of River Oaks" shall have the meaning set forth in
Section  4.08.

     "Floyd"  shall  mean  Charles  D. Floyd, a resident of the State of South
Carolina.

     "GAAP"  means  generally  accepted  accounting  principles.

     "Hazardous  Materials" means (i) any substance that is or becomes defined
as  a  "hazardous  substance,"  "hazardous  waste,"  "hazardous  materials,"
pollutant, or contaminant under any Environmental Requirements, including, but
not  limited  to,  CERCLA, SARA, RCRA, and any other analogous federal, state,
local,  or  foreign  law; (ii) petroleum (including crude oil and any fraction
thereof); and (iii) any natural or synthetic gas (whether in liquid or gaseous
state).

     "Homeowner  Associations"  shall  have  the meaning set forth in Section
4.19.

     "Intellectual  Property"  shall  have  the  meaning set forth in Section
4.24.

     "Interim  Balance  Sheet"  shall  have  the meaning set forth in Section
4.08.

     "Interim Balance Sheet Date" shall have the meaning set forth in Section
4.08.

     "Jones"  shall  mean  Ralph  C.  Jones,  a resident of the State of South
Carolina.

     "Judgment"  means  an  order  by  a court of law requiring the payment of
money.

     "Land  Contract  Property"  shall  have the meaning set forth in Section
4.17.

     "Lease"  shall  have  the  meaning  set  forth  in  Section  8.12.

     "Leased  Personal  Property" shall have the meaning set forth in Section
4.13.

     "Leased  Real  Property"  shall  have  the  meaning set forth in Section
4.16.

     "Lien"  means  any mortgage, pledge, security interest, encumbrance, lien
(statutory  or  other),  option, easement, encroachment, right-of-way, charge,
claim,  conditional sale agreement, rights of third parties or other interests
of  any  kind  or  character.

     "Lot"  or  "Lots"  shall  have  the  meaning set forth in Section 4.14.

     "Merger"  shall  collectively refer to the merger of  River Oaks with and
into CCNC, in each case in accordance with the NCBCA or the SCBCA, as the case
may  be.

     "Merger  Consideration"  shall  have  the  meaning  set forth in Section
3.01.

     "NASDAQ-NMS"  shall  have  the  meaning  set  forth  in  Section  3.01.

     "NCBCA"  shall  have  the  meaning  set  forth  in  Section  1.01.

     "Noncompetition  Agreements" shall have the meaning set forth in Section
8.07.
     "North  South"  shall  mean North South Development LLC, a North Carolina
limited  liability  company.

     "Operating  Stockholders"  shall  mean  Callihan,  Teal  and  Skelley.

     "Option  Real  Property"  shall  have  the  meaning set forth in Section
4.17.

     "Permits"  shall  have  the  meaning  set  forth  in  Section  4.23.

     "Person"  means  any individual, corporation, partnership, joint venture,
association,  limited  liability  company,  joint-stock  company,  trust,  or
unincorporated  organization, or any governmental agency, officer, department,
commission,  board,  bureau,  or  instrumentality  thereof.

     "Personal  Property"  shall have the meaning set forth in Section 4.12.

     "Piggyback  Registration"  shall  have  the meaning set forth in Section
13.02.

     "Pinehurst  Builders"  shall  mean  Pinehurst  Builders,  Inc.,  a  North
Carolina  corporation,  and  all  of  the  assets  related  to CTS Real Estate
contributed  or  assigned  thereto  prior  to  the  Closing.

     "Pinehurst  Commercial"  shall  mean  Pinehurst  Commercial Construction,
Inc.,  a  South  Carolina  corporation.

     "Pinehurst  Entities"  shall  mean  Pinehurst  Builders,  Buck Creek, CTS
Communications,  and  Beach  Vacations.

     "Pinehurst  Merger"  shall  mean  the  merger  of  each  of the Pinehurst
Entities  with  and  into  CCNC  pursuant  to  the Pinehurst Merger Agreement.

     "Pinehurst  Merger  Agreement" shall mean that certain Agreement and Plan
of  Merger  by  and  among  the  Purchaser,  the  Pinehurst  Entities  and the
Stockholders  (as  defined  therein).

     "Pinehurst  Stockholders" shall mean Callihan, Teal, Skelley and Edwards.

     "Private  Transferees"  shall  have  the  meaning  set  forth in Section
12.02.

     "Purchaser"  shall  have  the  meaning  set forth in the preamble to this
Agreement.

     "Real  Property"  shall  have  the  meaning  set forth in Section 4.18.

     "Real Property Lease" shall have the meaning set forth in Section 4.16.
     "Registrable  Securities"  shall  have  the meaning set forth in Section
13.02.

     "Registration  Statement"  shall  have  the meaning set forth in Section
13.01.

     "Returns"  shall  have  the  meaning  set  forth  in  Section  4.10.

     "River  Oaks"  shall  have  the  meaning  set  forth  in  the  Recitals.

     "River  Oaks  Stock"  shall  have the meaning set forth in Section 3.01

     "SCBCA"  shall  have  the  meaning  set  forth  in  Section  1.01.

     "SEC  Documents"  shall  have  the  meaning  set forth in Section 5.04.

     "Securities  Act"  shall mean the Securities Act of 1933, as amended, and
the  rules  and  regulations  promulgated  thereunder.

     "Skelley" shall mean Jeffrey H. Skelley, a resident of the state of North
Carolina.

     "Stockholders"  shall  refer  collectively  to  Callihan, Teal,  Skelley,
Floyd  and  Jones.

     "Substantially  Complete"  shall  have  the meaning set forth in Section
4.14.

     "Taxes"  shall  have  the  meaning  set  forth  in  Section  4.10.

     "Teal  shall  mean  Ralph  R. Teal, Jr., a resident of the State of South
Carolina.

     "Title  Company"  shall  have  the  meaning  set forth in Section 8.05.

     "True  Blue"  shall  mean  True  Blue  Development, LLC, a North Carolina
limited  liability  company.

     "True  Blue Agreement" shall mean that certain Land Purchase Agreement by
and among the Purchasers, True Blue, Callihan, Teal, Skelley, Floyd and Jones.

     "True  Blue  Member" shall mean Callihan, Teal, Skelley, Floyd and Jones.

     "Undeveloped  Real Property" shall have the meaning set forth in Section
4.15.


     "Voting  Securities"  means  any  shares  of  capital  stock of Crossmann
entitled  to  vote  in  the  election  of  directors  of  Crossmann.
     IN  WITNESS  WHEREOF,  the  parties hereto have executed, or caused to be
executed  by  their  duly authorized representatives, this Agreement as of the
date  first  above  written.

     "CROSSMANN"
     CROSSMANN  COMMUNITIES,  INC.


     By:          /s/  Jennifer  A.  Holihen

     Title:

     "CCNC"
Crossmann  Communities  of  North  Carolina,  Inc.


     By:          /s/  Jennifer  A.  Holihen

     Title:


     "RIVER  OAKS"
     River  Oaks  Golf  Development  Corporation


     By:          /s/  Ralph  R.  Teal,  Jr.

     Its:


     "STOCKHOLDERS"



     /s/  James  T.  Callihan

     James  T.  Callihan


     /s/  Ralph  R.  Teal,  Jr.

     Ralph  R.  Teal,  Jr.


     /s/  Jeffrey  H.  Skelley

     Jeffrey  H.  Skelley

     /s/  Charles  D.  Floyd

     Charles  D.  Floyd


     /s/  Ralph  C.  Jones

     Ralph  C.  Jones





<PAGE>
                               SCHEDULE 3.01
                             MERGER CONSIDERATION


$1,350,000  Cash
50,771  Common  Shares  of  Crossmann  Communities,  Inc.

<PAGE>

                               SCHEDULE 5.02
                            CONSENTS AND APPROVALS


None.

<PAGE>

                               SCHEDULE 12.01
                         LIMIT ON NUMBER OF CROSSMANN
                       SHARES STOCKHOLDERS MAY ACQUIRE


1.          H.  Gilford  Edwards             27,642 Common Shares of Crossmann
Communities,  Inc.
2.          Ralph  R.  Teal,  Jr.            99,850 Common Shares of Crossmann
Communities,  Inc.
3.          Jeffrey  H.  Skelley             99,850 Common Shares of Crossmann
Communities,  Inc.
4.          James  T.  Callihan              99,849 Common Shares of Crossmann
Communities,  Inc.

<PAGE>

                                EXHIBIT 9.06
                             EMPLOYMENT AGREEMENT

<PAGE>

                              EXHIBIT 9.07(A)
                          NONCOMPETITION AGREEMENTS

<PAGE>

                              EXHIBIT 9.07(B)
                         COX NONCOMPETITION AGREEMENT

<PAGE>

                                EXHIBIT 9.10
                                    LEASE

<PAGE>

                                EXHIBIT 9.12
                            LOT PURCHASE AGREEMENT







EXHIBIT  10.52
                       EXECUTIVE EMPLOYMENT AGREEMENT


     This  Executive  Employment  Agreement  ("Agreement") is made and entered
into  this  29th day of May, 1998, by and among Crossmann Communities of North
Carolina,  Inc., a North Carolina corporation ("CCNC"), Crossmann Communities,
Inc.,  an  Indiana  corporation  ("Crossmann")  and  H.  Gilford  Edwards (the
"Executive").

                           PRELIMINARY STATEMENTS

     CCNC  and  Crossmann (collectively referred to herein as the "Employers")
have  determined that it is in their best interests to employ the Executive as
Vice  President of CCNC, and the Executive desires to accept such position and
to devote his loyalty to the Employers upon the terms and conditions set forth
in  this  Agreement.

                            TERMS AND CONDITIONS

     In  consideration  of the mutual promises and covenants contained in this
Agreement,  and  intending  to  be  legally bound, the parties hereto agree as
follows:

                               I.     abARTICLE

                            Employment and Duties

1.1       ab     Section.  GeneralThe Employers hereby employ the Executive,
and the Executive hereby agrees to serve the Employers in the capacity of Vice
President  of CCNC and to perform the executive and management duties that the
Board  of  Directors  of  CCNC  and/or  the  Board  of  Directors of Crossmann
(collectively  and  individually  the "Boards") shall reasonably assign to the
Executive  from  time  to  time.

1.2       ab     Section .Employment DutiesThroughout the Employment Term,
as defined in Section 2, the Executive shall: (i) devote his working hours, on
a  full-time  basis,  to  his duties under this Agreement; (ii) faithfully and
loyally  serve the Employers; (iii) comply in all respects with the lawful and
reasonable  directions  and  instructions given to him by the Boards; and (iv)
use  his best efforts to promote and serve the interests of the Employers.  In
the event the directions and instructions given to the Executive by the Boards
conflict  in any manner, the directions and instructions given by the Board of
Directors  of  Crossmann shall be deemed controlling; full compliance with the
express  directions  and  instructions  of the Board of Directors of Crossmann
shall  be  deemed  a  defense  to  any  claim  of  failure  to comply with the
directions  and  instructions  of  the  Board  of  Directors  of  CCNC.

1.3          ab     Section .Exclusive EmploymentThroughout the Employment
Term,  as  defined  in Section 2, the Executive shall not render his services,
directly  or indirectly, for compensation, to any other person or organization
without the prior written consent of the Employers and shall not engage in any
activity  which would significantly interfere with the faithful performance of
his  duties  under  this Agreement.  The Executive, however, may perform minor
services  for which he does not receive compensation, so long as such services
do  not  significantly  interfere  with the faithful performance of his duties
under  this  Agreement  or  violate  the  Noncompetition Agreement (as defined
herein).

1.4     ab     Section .  Location of EmploymentThe Executive hereby agrees
to  perform services for the Employers anywhere in the Southeast region of the
United States (the "Southeast") and agrees that the Employers may relocate him
anywhere  in  the  Southeast,  provided, however, that the Employers shall not
relocate  the Executive out of the Southeast without the Executive's consent.


                             II.     abARTICLE

  Employment TermThe Executive's employment hereunder shall commence on the
  Closing Date as that term is defined in the Agreement and Plan of Merger by
 and among the Employers, the Pinehurst Entities (as defined therein) and the
  Stockholders (as defined therein) dated May 29, 1998 (the "Pinehurst Entity
     Merger Agreement"), the Agreement and Plan of Merger by and among the
   Employers, River Oaks Golf Development Corporation ("River Oaks") and the
     Stockholders (as defined therein) dated May 29, 1998 and the Purchase
   Agreement by and among the Employers, True Blue Development, LLC and the
 Members (as defined therein) dated May 29, 1998 (collectively, the "Purchase
   Agreements") and shall continue until May 29, 2003.  Notwithstanding the
      foregoing, the Executive's employment hereunder shall be subject to
   resignation or termination in accordance with the provisions of Section 4
 hereof.  As used in this Agreement, the term "Expiration Date" shall mean May
29, 2003 and the term "Employment Term" shall mean the period beginning on the
 date hereof and ending on the earlier of the Expiration Date, the Termination
  Date, the Resignation Date, (both as defined in Section 4 hereof), or other
 date the Executive ceases to be employed by the Employers in accordance with
                              Section 4 hereof.

                            III.     abARTICLE

 Compensation and Other BenefitsCCNC or Crossmann, as applicable, shall pay
and provide the following compensation and other benefits to the Executive for
             the services rendered by him under this Agreement:

3.1          ab          Section .  Annual Base SalaryCCNC shall pay to the
Executive,  in  accordance with the then prevailing payroll practices of CCNC,
an annual salary of not less than One Hundred Thousand Dollars ($100,000) (the
"Annual  Base Salary"), subject to required withholdings under Federal, state,
and local laws.  CCNC's obligations with respect to payment of the Annual Base
Salary  shall  not  be effective until the Employment Term has commenced.  The
Annual  Base  Salary  shall  not  be  reduced  during  the  Employment  Term.

3.2     ab     Section .  BonusThe Executive shall receive a bonus of up to
Fifty  Thousand  Dollars ($50,000) for each calendar year payable as set forth
on  Schedule  3(b)  (the  "Bonus")  based upon the aggregate pretax net income
attributable  to the business formerly conducted by the Pinehurst Entities (as
defined  in  the  Pinehurst  Merger  Agreement),  River  Oaks,  and  True Blue
Development,  LLC  (collectively, the "Target Entities"), as determined by the
Employers (the "Pretax Net Income").  The Executive may make draws against the
Bonus  due for a particular calendar year during such calendar year; provided,
however,  that if the Employers determine that the draws made by the Executive
exceed  the  amount to which they are entitled pursuant to Schedule 3(b), then
the  Executive  shall  repay  all  draws  made during the calendar year to the
extent  that  the  draws  exceed the amount to which the Executive is entitled
pursuant  to  Schedule  3(b) within 30 days of the determination of the Pretax
Net Income by the Employers.  If the Executive does not repay the draws within
such time period, the Executive shall be deemed to have breached the Pinehurst
Merger  Agreement  and the Employers shall have the indemnification rights set
forth  therein.    The Employers shall  make a determination as to whether the
Bonus  Threshold  was  met for a calendar year within 45 days after the end of
such  calendar  year  and shall pay the balance of the Bonus after taking into
account  all  draws  made  by the Executive during the calendar year within 75
days  after the end of the calendar year.  For the purposes of this Agreement,
the term calendar year shall mean the period beginning on January 1 and ending
on  the  following  December  31.

3.3          ab          Section  .   Executive BenefitsExcept as otherwise
specifically  provided  in  this Agreement, the Executive shall be eligible to
participate,  in accordance with their respective terms and conditions, in all
benefit  plans presently available or which may subsequently be made available
to  executives of the Employers, including Crossmann's health care, basic life
insurance, supplemental life insurance coverage, disability coverage, business
travel  accident  insurance  and  any pension or retirement plan of any kind.

3.4      ab     Section .  Vacation LeaveThe Executive shall be entitled to
that number of days of vacation leave per year that is generally applicable to
all  executive personnel of Crossmann.  The Executive shall accrue and receive
full  compensation  and  benefits  during  his vacation leave periods.  Unused
vacation  leave time shall not carry over from one year of the Employment Term
to  the next and unused vacation leave time shall not entitle the Executive to
any  additional  compensation.

3.5        ab     Section .  Stock Option PlanThe Boards may, in their sole
discretion,  permit  the  Executive  to  participate  in stock option plans of
Crossmann  at  a  level  consistent  with other employees of CCNC or Crossmann
having  similar responsibilities as the Executive.  The term and conditions of
a  grant  of  a  stock option to the Executive will be set forth in a separate
stock  option  agreement  between  Crossmann  and  the  Executive.

3.6          ab        Section .  AutomobileThe Employers shall provide the
Executive with an automobile which is the same or equivalent make and model as
the automobile that the Target Entities currently provide to the Executive for
the  Employment  Term.    The  Employers shall reimburse the Executive for all
reasonable  expenses  associated  with  the automobile, including gasoline and
normal repair expenses, incurred by the Executive in conducting the Employers'
business,  in  accordance  with  the  policies  of  Crossmann.

3.7        ab     Section .  Business ExpensesThe Employers shall reimburse
the  Executive  for all reasonable business expenses incurred by the Executive
in  conducting  the  Employers'  business  in  accordance with the policies of
Crossmann.

                             IV.     abARTICLE

                         Termination of Employment

4.1          ab          Section  .    Termination  for  Cause

(a)      ab     The Employers may terminate the Executive's employment with
the  Employers  pursuant  to  this  Agreement for Cause, as defined herein, by
providing  written  notice  to  the  Executive at least twenty-four (24) hours
prior  to  the  Termination  Date,  as  defined  in  subsection  (iii) below.

(b)      ab     A termination for "Cause" means a termination by one of the
Boards    for  any  one  or  more  of the following reasons: (a) theft, fraud,
embezzlement,  dishonest  or  other similar behavior by the Executive; (b) any
material  breach  by  the  Executive  of  the  terms of this Agreement, or the
Purchase  Agreements  or  any  breach  by  the  Executive  of the terms of the
Nondisclosure,  Noncompetition  and  Nonsolicitation  Agreement  of  even date
herewith  executed  by the Executive (the "Noncompetition Agreement"); (c) any
material  neglect  of duty, incompetence, insubordination or misconduct of the
Executive in discharging any of his duties and responsibilities hereunder, (d)
any  act of theft or dishonesty by the Executive or any criminal conviction or
indictment  of the Executive, (e) any occurrence of the Executive reporting to
work  under  the influence of alcohol or illegal drugs, or the Executive being
under  the influence of alcohol or illegal drugs during working hours, (f) any
failure  or  refusal  by  the  Executive to comply with the policies, rules or
regulations  of  the  Employers whether now in force or hereafter adopted; (g)
any misrepresentation or concealment by the Executive of any material fact for
the  purpose  of  securing  this  Agreement,  or (h) any other material act of
misconduct  within  the  control  of  the  Executive.

(c)          ab          In  the  case of a termination for Cause, the term
"Termination  Date"  as used in this subsection (a) shall mean the actual date
the  Executive  terminates employment with the Employers as a result of action
taken  by  one  of  the  Boards,  and  not  as  a  result  of  the Executive's
resignation,  as  provided  in  Section  4(b).

(d)      ab     If prior to the Expiration Date the Employers terminate the
Executive's  employment  for  Cause,  the  Executive shall only be entitled to
payment  of that portion of the Annual Base Salary under Section 3(a) that the
Executive  earned  through  and including the Termination Date, at the rate of
the  Annual Base Salary in effect or any portion of the year at that time, and
the  Executive  shall  repay  all draws made against the Bonus in the calendar
year  in  which the Executive is terminated for Cause within 10 days after the
Termination  Date.  If the Executive fails to repay the draws within such time
period,    the Executive shall be deemed to have breached the Pinehurst Merger
Agreement  and  the  Employers shall have the indemnification rights set forth
therein.

4.2          ab     Section .  ResignationThe Executive may resign from his
employment  with  the  Employers  pursuant  to  this  Agreement at any time by
providing written notice to the Boards of his resignation at least thirty (30)
days  prior  to  the  effective  date  of  the  resignation  (the "Resignation
Notice").    The  effective  date of the Executive's resignation shall be that
specified  in  the  Resignation  Notice,  or  the  actual  date  the Executive
terminates  employment  with  the  Employers  as  the result of a resignation,
whichever occurs earlier (the "Resignation Date").  If prior to the Expiration
Date,  the  Executive  resigns  his  employment,  the  Executive shall only be
entitled  to  payment  of that portion of the Annual Base Salary under Section
3(a)  that the Executive earned through and including the Resignation Date, at
the  rate  of the Annual Base Salary in effect at that time, and the Executive
shall repay all draws made against the Bonus in the calendar year in which the
Executive resigns within 10 days after the Resignation Date.  If the Executive
fails  to  repay  the  draws  within  such time period, the Executive shall be
deemed to have breached the Pinehurst Merger Agreement and the Employers shall
have  the  indemnification  rights  set  forth  therein.

4.3        ab     Section .  Termination Without CauseThe Employers may, in
their sole discretion, terminate the Executive's employment with the Employers
pursuant  to  this  Agreement  at any time without Cause, by providing written
notice  to  the  Executive  at  least  twenty-four  (24)  hours  prior  to the
Termination  Date,  as  defined  in  this  subsection  (c).   If the Employers
terminate the Executive's employment without Cause, CCNC shall be obligated to
continue  to  pay to him the Annual Base Salary and to pay him an amount equal
to  the  monthly premium for the Executive's individual health insurance as in
effect  on  the  Termination Date for the period during which the Executive is
bound  by  the  terms  and  conditions  of  the  Noncompetition Agreement (the
"Severance Payments").  Such payments shall be made as and when the same would
have  been due and payable if the Executive's employment had continued through
such  date,  subject  to  the  provisions  of  Sections 4(d) and 4(e).  If the
Employers  terminate  the  Executive's employment without Cause, the Executive
shall  not  be  entitled  to  any  Bonus  payments  for  any periods after the
Termination  Date  and the Executive shall be required to repay any draws made
against  the  Bonus  in  the  calendar year in which he was terminated without
Cause  in accordance with the terms of Section 3(b) hereof.  If the Executive 
fails  to  repay  the draws in the time period set forth in Section 3(b),  the
Executive  shall  be  deemed to have breached the Pinehurst Merger Agreement, 
the  Employers  shall have the indemnification rights set forth therein.  As a
condition  precedent  to receiving the Severance Payments, the Executive shall
sign  a  release  of  all  claims  the  Executive  has or may have against the
Employers  in form and substance submitted to the Executive by the Employers. 
The  term  "Termination  Date"  as  used in this subsection (c) shall mean the
actual date the Executive terminates employment with the Employers as a result
of  action  taken  by  one  of  the  Employers,  and  not  as  a result of the
Executive's  resignation  as  provided in Section 4(b).  Except as provided in
this  subsection  (c),  the  Executive  shall  not  be eligible to receive any
compensation  or  benefits  under  this  Agreement  with respect to any future
periods  beginning  on  or  after  the  Termination  Date.

4.4          ab          Section .  DeathIf the Executive dies prior to the
Expiration  Date,  the  Executive's estate or personal representative shall be
entitled  to  receive  that  portion of the Annual Base Salary, at the rate in
effect at the Executive's death, that portion of the Bonus attributable to the
period  prior  to the date of the Executive's death payable in accordance with
the  terms of Section 3(b) hereof, and any other compensation or benefits that
the Executive earned through and including the date of the Executive's death. 
If  the  Pretax  Net  Income  does  not exceed the maximum amount set forth on
Schedule  3(b),  then the Executive 's estate or personal representative shall
be  required to repay any draws made against the Bonus in the calendar year of
the Executive's death in accordance with the terms of Section 3(b) hereof.  If
the Executive's estate or personal representative  fails to repay the draws in
the  time  period  set forth in Section 3(b), the Executive shall be deemed to
have  breached the Pinehurst Merger Agreement and the Employers shall have the
indemnification  rights  set forth therein.    If the Executive is entitled to
receive  payments  from  the Employers pursuant to Section 4(c) at the time of
his death, the Executive's estate or personal representative shall be entitled
to  receive  that  portion of the Annual Base Salary, at the rate in effect at
the  Executive's  death,  and  any  other  compensation  or benefits, that the
Executive  would  have been entitled to receive under Section 4(c) through and
including  the  date  of  the  Executive's  death.   The Executive's estate or
personal  representative  shall  not be entitled to receive any portion of the
Annual Base Salary or any other compensation or benefits under this Agreement,
with  respect  to  any  periods ending on or after the date of the Executive's
death,  which  was not payable in accordance with the provisions thereof prior
to  the  date  of  death.

4.5         ab     Section .  DisabilityIf prior to the Expiration Date the
Executive becomes Permanently Disabled, as defined in this subsection (e), the
Employers  may  terminate  the  Executive's employment with the Employers as a
result  of  the  Permanent  Disability  by  providing  written  notice  to the
Executive  at  least  twenty-four (24) hours prior to the Termination Date, as
defined in this subsection (e).  If prior to the Expiration Date the Executive
becomes  Permanently  Disabled,  the  Executive may resign from his employment
with  the  Employers pursuant to this Agreement by providing written notice to
the  Employers of his resignation at least twenty-four (24) hours prior to the
Resignation  Date,  as  defined  in  this  subsection  (e).   If the Employers
terminate  the Executive's employment as a result of a Permanent Disability or
the  Executive  resigns  from  employment  with the Employers as a result of a
Permanent  Disability, the Executive shall be entitled to receive that portion
of the Annual Base Salary under Section 3(a) that the Executive earned through
and  including the Termination Date or Resignation Date, as applicable, at the
rate  in effect on such date and that portion of the Bonus attributable to the
period  prior  to the Termination Date or the Resignation Date, as applicable,
payable  in  accordance  with the terms of Section 3(b) hereof.  If the Pretax
Net Income does not exceed the maximum amount set forth on Schedule 3(b), then
the  Executive  shall be required to repay any draws made against the Bonus in
the  calendar  year of the Executive's Permanent Disability in accordance with
the  terms  of Section 3(b) hereof.  If the Executive fails to repay the draws
in the time period set forth in Section 3(b), the Executive shall be deemed to
have  breached the Pinehurst Merger Agreement and the Employers shall have the
indemnification  rights set forth therein.     If the Executive is entitled to
receive  payments  from  the Employers pursuant to Section 4(c) at the time he
becomes  Permanently  Disabled, the Executive shall be entitled to receive the
payments  that the Executive would have been entitled to receive under Section
4(c).    The  Executive  shall  not  be entitled to receive any portion of the
Annual  Base Salary or any other compensation or benefits under this Agreement
with  respect  to  any  future  periods beginning on or after the later of the
Resignation  Date,  Termination  Date,  or  the  date  the  Executive  becomes
Permanently  Disabled.    The Executive shall be deemed "Permanently Disabled"
when,  and only when, he is deemed permanently disabled in accordance with the
disability  insurance  policy  of  the  Employers in effect at the time of the
illness  or  injury  causing  the  disability,  or, in the event no disability
policy  is  then  in  effect,  in accordance with the disability policy of the
Employers last in effect.  The definition of Permanently Disabled for purposes
of this Agreement shall comply with all provisions of applicable law. The term
"Termination  Date"  as used in this subsection (e) shall mean the actual date
the Executive terminates employment with the Employers.  The term "Resignation
Date"  as used in this subsection (e) shall mean the actual date the Executive
terminates  employment  with  the  Employers  as the result of a resignation.

                             V.     abARTICLE

   Nondisclosure, Noncompetition and Nonsolicitation AgreementOn the date
  hereof the Executive entered into the Noncompetition Agreement.  All of the
 terms and conditions of the Noncompetition Agreement are incorporated herein
by reference and any breach of the Noncompetition Agreement shall be deemed to
                       be a breach of this Agreement.

Non-assignability,  Binding  Agreement

5.1     ab     Section .  By the ExecutiveThe Executive shall not assign or
delegate this Agreement or any right, duty, obligation, or interest under this
Agreement  without  CCNC's  and  Crossmann's  prior written consent; provided,
however,  that  nothing  shall  preclude  the  Executive  from  designating
beneficiaries to receive benefits payable under this Agreement upon his death,
and nothing shall preclude the Executive's executors, administrators, or their
legal  representatives,  from assigning any rights under this Agreement to any
person.

5.2         ab     Section .  By CCNC or CrossmannCCNC and/or Crossmann may
assign,  delegate,  or  transfer  this  Agreement  and all of their rights and
obligations  under  this Agreement to any of its affiliates or subsidiaries or
to  any  business  entity that by merger, consolidation, or otherwise acquires
all  or  substantially all of the assets of CCNC or Crossmann or to which CCNC
or  Crossmann  transfers  all  or  substantially  all  of  its  assets.   Upon
assignment,  delegation,  or  transfer, any affiliate, subsidiary, or business
entity  related to CCNC and/or Crossmann shall be deemed to be substituted for
CCNC  and/or  Crossmann,  as  applicable, for all purposes of this Agreement.

5.3        ab     Section .  Binding EffectExcept as limited under Sections
6(a)  and  6(b), this Agreement shall be binding upon and inure to the benefit
of the parties, any successors to or assigns of CCNC and/or Crossmann, and the
Executive's  heirs  and  the  personal  representatives  or  executor  of  the
Executive's  estate.

                             VI.     abARTICLE

SeverabilityIf a court of competent jurisdiction makes a final determination
 that any term or provision of this Agreement is invalid or unenforceable, and
  all rights to appeal the determination have been exhausted or the period of
  time during which any appeal of the determination may be perfected has been
   exhausted, the remaining terms and provisions shall be unimpaired and the
 invalid or unenforceable term or provision shall be deemed replaced by a term
 or provision that is valid and enforceable and that most closely approximates
the intention of the parties with respect to the invalid or unenforceable term
  or provision, as evidenced by the remaining valid and enforceable terms and
                        conditions of this Agreement.

                            VII.     abARTICLE

AmendmentNo provision of this Agreement may be modified, amended, waived, or
   discharged in any manner except by an instrument in writing signed by the
   Executive and on behalf of CCNC and Crossmann by such officers as may be
 specifically designated by the Boards.  No agreement or representation, oral
  or otherwise, express or implied, with respect to the subject matter hereof
     have been made by any party which is not expressly set forth in this
                                 Agreement.

                            VIII.     abARTICLE

   WaiverThe waiver by any party of compliance by any other party with any
 provision of this Agreement shall not operate or be construed as a waiver of
     any other provision of this Agreement (whether or not similar), or a
    continuing waiver or a waiver of any subsequent breach by a party of a
provision of this Agreement.  Performance by any party of any act not required
 of it under the terms and conditions of this Agreement shall not constitute a
   waiver of the limitations on its obligations under this Agreement, and no
 performance shall estop that party from asserting those limitations as to any
              further or future performance of its obligations.

                             IX.     abARTICLE

 Governing Law and JurisdictionThe laws of the State of Indiana shall govern
the validity, performance, enforcement, interpretation and any other aspect of
  this Agreement, notwithstanding any state's choice of law provisions to the
                                  contrary.

                             X.     abARTICLE
   NoticesAll notices required or desired to be given under this Agreement
  shall be in writing and shall be deemed to have been duly given (i) on the
   date of service if served personally on the party to whom notice is to be
 given, (ii) on the date of receipt by the party to whom notice is to be given
   if transmitted to such party by telefax, provided a copy is mailed as set
   forth below on the date of transmission, or (iii) on the third day after
 mailing if mailed to the party to whom notice is to be given by registered or
  certified mail, return receipt requested, postage prepaid, to the following
                                 addresses:

          (a)          If  to  CCNC  or  Crossmann,  to:

                    Crossmann  Communities,  Inc.
                    9202  North  Meridian  St.,  Suite  300
                    Indianapolis,  IN  46268
                    Attn:  John  B.  Scheumann
                    Tel.  No.:  (317)  843-9514
                    Fax:  (317)  571-2210

          (b)          If  to  the  Executive,  to:

                    H.  Gilford  Edwards
                    10239  Beach  Drive,  S.W.
                    Calabash,  NC  28467
                    Tel.  No.:  910-579-3121
                    Fax:  910-579-7505

Any  party  may,  by  giving written notice to the other parties, change the
address  to  which  notice  shall  then  be  sent.

                             XI.     abARTICLE

    Prior AgreementsThis Agreement and the Noncompetition Agreement are a
   complete and total integration of the understanding of the parties.  This
       Agreement and the Noncompetition Agreement supersede all prior or
   contemporaneous negotiations, commitments, agreements, writings including
     handbooks, and discussions with respect to the subject matter of this
                 Agreement and the Noncompetition Agreement.

                            XII.     abARTICLE

   HeadingsThe headings of the Sections of this Agreement are inserted for
 convenience only and shall not be deemed to constitute part of this Agreement
              or to affect the construction of this Agreement.

                            XIII.     abARTICLE

CounterpartsThis Agreement may be executed in one or more counterparts, each
  of which shall be deemed to be an original, but all of which together shall
  constitute one and the same Agreement.  Only one counterpart signed by the
party against which enforcement is sought needs to be produced to evidence the
                         existence of this Agreement

                            XIV.     abARTICLE

    GuarantyCrossmann hereby guarantees the performance of all of CCNC's
obligations hereunder, including all of CCNC's obligations to make payments to
                          the Executive hereunder.


<PAGE>
          The parties have executed this Agreement on the date first written
above.

"CCNC"

Crossmann  Communities  of  North  Carolina,  Inc.



By:                                                /s/ Richard H. Crosser

          Title:

          "CROSSMANN"

CROSSMANN  COMMUNITIES,  INC.


By:                                                /s/ Richard H. Crosser

          Title:

"EXECUTIVE"


                            /s/ H. Gilford Edwards

          H.  Gilford  Edwards



<PAGE>
                              SCHEDULE 3(B)



          The Executive shall receive the percentage of the Bonus set forth
below for the calendar years set forth below if the Pretax Net Income meets or
exceeds  the  amounts  set  forth  below:

<TABLE>

<CAPTION>




<S>   <C>                 <C>                 <C>


Year     40% of Bonus if     80% of Bonus if    100% of Bonus if
----  ------------------  ------------------  ------------------
      Pretax Net Income   Pretax Net Income   Pretax Net Income
      ------------------  ------------------  ------------------
      Meets or Exceeds    Meets or Exceeds    Meets or Exceeds
      ------------------  ------------------  ------------------
1998  $        1,500,000  $        2,200,000  $        2,775,000
----  ------------------  ------------------  ------------------
1999  $        1,700,000  $        2,400,000  $        3,120,000
----  ------------------  ------------------  ------------------
2000  $        2,000,000  $        2,750,000  $        3,545,000
----  ------------------  ------------------  ------------------
2001  $        2,400,000  $        3,200,000  $        4,075,000
----  ------------------  ------------------  ------------------
2002  $        2,700,000  $        3,700,000  $        4,740,000
----  ------------------  ------------------  ------------------
</TABLE>




















Exhibit  10.53
                     EXECUTIVE EMPLOYMENT AGREEMENT


      This Executive Employment Agreement ("Agreement") is made and entered
into  this  29th  day  of May, 1998, by and among Crossmann Communities of
North  Carolina,  Inc.,  a  North  Carolina  corporation  ("CCNC"),  Crossmann
Communities,  Inc., an Indiana corporation ("Crossmann") and James T. Callihan
(the  "Executive").

                         PRELIMINARY STATEMENTS

          CCNC  and  Crossmann  (collectively  referred  to  herein  as the
"Employers")  have determined that it is in their best interests to employ the
Executive  as Vice President of CCNC, and the Executive desires to accept such
position  and  to  devote  his  loyalty  to  the  Employers upon the terms and
conditions  set  forth  in  this  Agreement.

                          TERMS AND CONDITIONS

         In consideration of the mutual promises and covenants contained in
this Agreement, and intending to be legally bound, the parties hereto agree as
follows:

                             XV.     abARTICLE

                           Employment and Duties

15.1          ab          Section .  GeneralThe Employers hereby employ the
Executive,  and  the  Executive  hereby  agrees  to serve the Employers in the
capacity of Vice President of CCNC and to perform the executive and management
duties  that  the  Board of Directors of CCNC and/or the Board of Directors of
Crossmann (collectively and individually the "Boards") shall reasonably assign
to  the  Executive  from  time  to  time.

15.2     ab     Section .  Employment DutiesThroughout the Employment Term,
as defined in Section 2, the Executive shall: (i) devote his working hours, on
a  full-time  basis,  to  his duties under this Agreement; (ii) faithfully and
loyally  serve the Employers; (iii) comply in all respects with the lawful and
reasonable  directions  and  instructions given to him by the Boards; and (iv)
use  his best efforts to promote and serve the interests of the Employers.  In
the event the directions and instructions given to the Executive by the Boards
conflict  in any manner, the directions and instructions given by the Board of
Directors  of  Crossmann shall be deemed controlling; full compliance with the
express  directions  and  instructions  of the Board of Directors of Crossmann
shall  be  deemed  a  defense  to  any  claim  of  failure  to comply with the
directions  and  instructions  of  the  Board  of  Directors  of  CCNC.

15.3        ab     Section .  Exclusive EmploymentThroughout the Employment
Term,  as  defined  in Section 2, the Executive shall not render his services,
directly  or indirectly, for compensation, to any other person or organization
without the prior written consent of the Employers and shall not engage in any
activity  which would significantly interfere with the faithful performance of
his  duties  under  this Agreement.  The Executive, however, may perform minor
services  for which he does not receive compensation, so long as such services
do  not  significantly  interfere  with the faithful performance of his duties
under  this  Agreement  or  violate  the  Noncompetition Agreement (as defined
herein).

15.4          ab      Section .  Location of EmploymentThe Executive hereby
agrees  to perform services for the Employers anywhere in the Southeast region
of  the  United  States  (the  "Southeast")  and agrees that the Employers may
relocate  him anywhere in the Southeast, provided, however, that the Employers
shall  not relocate the Executive out of the Southeast without the Executive's
consent.

                            XVI.     abARTICLE

  Employment TermThe Executive's employment hereunder shall commence on the
  Closing Date as that term is defined in the Agreement and Plan of Merger by
 and among the Employers, the Pinehurst Entities (as defined therein) and the
  Stockholders (as defined therein) dated May 29, 1998 (the "Pinehurst Entity
     Merger Agreement"), the Agreement and Plan of Merger by and among the
   Employers, River Oaks Golf Development Corporation ("River Oaks") and the
     Stockholders (as defined therein) dated May 29, 1998 and the Purchase
   Agreement by and among the Employers, True Blue Development, LLC and the
 Members (as defined therein) dated May 29, 1998 (collectively, the "Purchase
   Agreements") and shall continue until May 29, 2003.  Notwithstanding the
      foregoing, the Executive's employment hereunder shall be subject to
   resignation or termination in accordance with the provisions of Section 4
 hereof.  As used in this Agreement, the term "Expiration Date" shall mean May
29, 2003 and the term "Employment Term" shall mean the period beginning on the
 date hereof and ending on the earlier of the Expiration Date, the Termination
  Date, the Resignation Date, (both as defined in Section 4 hereof), or other
 date the Executive ceases to be employed by the Employers in accordance with
                              Section 4 hereof.

                            XVII.     abARTICLE

 Compensation and Other BenefitsCCNC or Crossmann, as applicable, shall pay
and provide the following compensation and other benefits to the Executive for
             the services rendered by him under this Agreement:

17.1          ab         Section .  Annual Base SalaryCCNC shall pay to the
Executive,  in  accordance with the then prevailing payroll practices of CCNC,
an annual salary of not less than One Hundred Thousand Dollars ($100,000) (the
"Annual  Base Salary"), subject to required withholdings under Federal, state,
and local laws.  CCNC's obligations with respect to payment of the Annual Base
Salary  shall  not  be effective until the Employment Term has commenced.  The
Annual  Base  Salary  shall  not  be  reduced  during  the  Employment  Term.
17.2       ab     Section .  BonusThe Executive shall receive a bonus of up
to  Seventy  Five Thousand Dollars ($75,000) for each calendar year payable as
set  forth  on Schedule 3(b) (the "Bonus") based upon the aggregate pretax net
income  attributable  to  the  business  formerly  conducted  by the Pinehurst
Entities  (as defined in the Pinehurst Merger Agreement), River Oaks, and True
Blue  Development, LLC (collectively, the "Target Entities"), as determined by
the Employers (the "Pretax Net Income").  The Executive may make draws against
the  Bonus  due  for  a  particular  calendar  year during such calendar year;
provided,  however, that if the Employers determine that the draws made by the
Executive  exceed  the  amount to which they are entitled pursuant to Schedule
3(b),  then  the Executive shall repay all draws made during the calendar year
to  the  extent  that  the  draws  exceed the amount to which the Executive is
entitled  pursuant to Schedule 3(b) within 30 days of the determination of the
Pretax Net Income by the Employers.  If the Executive does not repay the draws
within  such  time  period, the Executive shall be deemed to have breached the
Pinehurst  Merger  Agreement  and the Employers shall have the indemnification
rights  set  forth  therein.   The Employers shall  make a determination as to
whether  the  Bonus Threshold was met for a calendar year within 45 days after
the  end  of  such  calendar year and shall pay the balance of the Bonus after
taking  into  account all draws made by the Executive during the calendar year
within  75  days after the end of the calendar year.  For the purposes of this
Agreement, the term calendar year shall mean the period beginning on January 1
and  ending  on  the  following  December  31.

17.3          ab          Section  .  Executive BenefitsExcept as otherwise
specifically  provided  in  this Agreement, the Executive shall be eligible to
participate,  in accordance with their respective terms and conditions, in all
benefit  plans presently available or which may subsequently be made available
to  executives of the Employers, including Crossmann's health care, basic life
insurance, supplemental life insurance coverage, disability coverage, business
travel  accident  insurance  and  any pension or retirement plan of any kind.

17.4     ab     Section .  Vacation LeaveThe Executive shall be entitled to
that number of days of vacation leave per year that is generally applicable to
all  executive personnel of Crossmann.  The Executive shall accrue and receive
full  compensation  and  benefits  during  his vacation leave periods.  Unused
vacation  leave time shall not carry over from one year of the Employment Term
to  the next and unused vacation leave time shall not entitle the Executive to
any  additional  compensation.

17.5       ab     Section .  Stock Option PlanThe Boards may, in their sole
discretion,  permit  the  Executive  to  participate  in stock option plans of
Crossmann  at  a  level  consistent  with other employees of CCNC or Crossmann
having  similar responsibilities as the Executive.  The term and conditions of
a  grant  of  a  stock option to the Executive will be set forth in a separate
stock  option  agreement  between  Crossmann  and  the  Executive.

17.6          ab       Section .  AutomobileThe Employers shall provide the
Executive with an automobile which is the same or equivalent make and model as
the automobile that the Target Entities currently provide to the Executive for
the  Employment  Term.    The  Employers shall reimburse the Executive for all
reasonable  expenses  associated  with  the automobile, including gasoline and
normal repair expenses, incurred by the Executive in conducting the Employers'
business,  in  accordance  with  the  policies  of  Crossmann.

17.7       ab     Section .  Business ExpensesThe Employers shall reimburse
the  Executive  for all reasonable business expenses incurred by the Executive
in  conducting  the  Employers'  business  in  accordance with the policies of
Crossmann.

                           XVIII.     abARTICLE

                         Termination of Employment

18.1          ab          Section  .    Termination  for  Cause

(a)      ab     The Employers may terminate the Executive's employment with
the  Employers  pursuant  to  this  Agreement for Cause, as defined herein, by
providing  written  notice  to  the  Executive at least twenty-four (24) hours
prior  to  the  Termination  Date,  as  defined  in  subsection  (iii) below.

(b)      ab     A termination for "Cause" means a termination by one of the
Boards    for  any  one  or  more  of the following reasons: (a) theft, fraud,
embezzlement,  dishonest  or  other similar behavior by the Executive; (b) any
material  breach  by  the  Executive  of  the  terms of this Agreement, or the
Purchase  Agreements  or  any  breach  by  the  Executive  of the terms of the
Nondisclosure,  Noncompetition  and  Nonsolicitation  Agreement  of  even date
herewith  executed  by the Executive (the "Noncompetition Agreement"); (c) any
material  neglect  of duty, incompetence, insubordination or misconduct of the
Executive in discharging any of his duties and responsibilities hereunder, (d)
any  act of theft or dishonesty by the Executive or any criminal conviction or
indictment  of the Executive, (e) any occurrence of the Executive reporting to
work  under  the influence of alcohol or illegal drugs, or the Executive being
under  the influence of alcohol or illegal drugs during working hours, (f) any
failure  or  refusal  by  the  Executive to comply with the policies, rules or
regulations  of  the  Employers whether now in force or hereafter adopted; (g)
any misrepresentation or concealment by the Executive of any material fact for
the  purpose  of  securing  this  Agreement,  or (h) any other material act of
misconduct  within  the  control  of  the  Executive.

(c)          ab          In  the  case of a termination for Cause, the term
"Termination  Date"  as used in this subsection (a) shall mean the actual date
the  Executive  terminates employment with the Employers as a result of action
taken  by  one  of  the  Boards,  and  not  as  a  result  of  the Executive's
resignation,  as  provided  in  Section  4(b).

(d)      ab     If prior to the Expiration Date the Employers terminate the
Executive's  employment  for  Cause,  the  Executive shall only be entitled to
payment  of that portion of the Annual Base Salary under Section 3(a) that the
Executive  earned  through  and including the Termination Date, at the rate of
the  Annual Base Salary in effect or any portion of the year at that time, and
the  Executive  shall  repay  all draws made against the Bonus in the calendar
year  in  which the Executive is terminated for Cause within 10 days after the
Termination  Date.  If the Executive fails to repay the draws within such time
period,    the Executive shall be deemed to have breached the Pinehurst Merger
Agreement  and  the  Employers shall have the indemnification rights set forth
therein.

18.2         ab     Section .  ResignationThe Executive may resign from his
employment  with  the  Employers  pursuant  to  this  Agreement at any time by
providing written notice to the Boards of his resignation at least thirty (30)
days  prior  to  the  effective  date  of  the  resignation  (the "Resignation
Notice").    The  effective  date of the Executive's resignation shall be that
specified  in  the  Resignation  Notice,  or  the  actual  date  the Executive
terminates  employment  with  the  Employers  as  the result of a resignation,
whichever occurs earlier (the "Resignation Date").  If prior to the Expiration
Date,  the  Executive  resigns  his  employment,  the  Executive shall only be
entitled  to  payment  of that portion of the Annual Base Salary under Section
3(a)  that the Executive earned through and including the Resignation Date, at
the  rate  of the Annual Base Salary in effect at that time, and the Executive
shall repay all draws made against the Bonus in the calendar year in which the
Executive resigns within 10 days after the Resignation Date.  If the Executive
fails  to  repay  the  draws  within  such time period, the Executive shall be
deemed to have breached the Pinehurst Merger Agreement and the Employers shall
have  the  indemnification  rights  set  forth  therein.

18.3       ab     Section .  Termination Without CauseThe Employers may, in
their sole discretion, terminate the Executive's employment with the Employers
pursuant  to  this  Agreement  at any time without Cause, by providing written
notice  to  the  Executive  at  least  twenty-four  (24)  hours  prior  to the
Termination  Date,  as  defined  in  this  subsection  (c).   If the Employers
terminate the Executive's employment without Cause, CCNC shall be obligated to
continue  to  pay to him the Annual Base Salary and to pay him an amount equal
to  the  monthly premium for the Executive's individual health insurance as in
effect  on  the  Termination Date for the period during which the Executive is
bound  by  the  terms  and  conditions  of  the  Noncompetition Agreement (the
"Severance Payments").  Such payments shall be made as and when the same would
have  been due and payable if the Executive's employment had continued through
such  date,  subject  to  the  provisions  of  Sections 4(d) and 4(e).  If the
Employers  terminate  the  Executive's employment without Cause, the Executive
shall  not  be  entitled  to  any  Bonus  payments  for  any periods after the
Termination  Date  and the Executive shall be required to repay any draws made
against  the  Bonus  in  the  calendar year in which he was terminated without
Cause  in accordance with the terms of Section 3(b) hereof.  If the Executive 
fails  to  repay  the draws in the time period set forth in Section 3(b),  the
Executive  shall  be  deemed to have breached the Pinehurst Merger Agreement, 
the  Employers  shall have the indemnification rights set forth therein.  As a
condition  precedent  to receiving the Severance Payments, the Executive shall
sign  a  release  of  all  claims  the  Executive  has or may have against the
Employers  in form and substance submitted to the Executive by the Employers. 
The  term  "Termination  Date"  as  used in this subsection (c) shall mean the
actual date the Executive terminates employment with the Employers as a result
of  action  taken  by  one  of  the  Employers,  and  not  as  a result of the
Executive's  resignation  as  provided in Section 4(b).  Except as provided in
this  subsection  (c),  the  Executive  shall  not  be eligible to receive any
compensation  or  benefits  under  this  Agreement  with respect to any future
periods  beginning  on  or  after  the  Termination  Date.

18.4          ab         Section .  DeathIf the Executive dies prior to the
Expiration  Date,  the  Executive's estate or personal representative shall be
entitled  to  receive  that  portion of the Annual Base Salary, at the rate in
effect at the Executive's death, that portion of the Bonus attributable to the
period  prior  to the date of the Executive's death payable in accordance with
the  terms of Section 3(b) hereof, and any other compensation or benefits that
the Executive earned through and including the date of the Executive's death. 
If  the  Pretax  Net  Income  does  not exceed the maximum amount set forth on
Schedule  3(b),  then the Executive 's estate or personal representative shall
be  required to repay any draws made against the Bonus in the calendar year of
the Executive's death in accordance with the terms of Section 3(b) hereof.  If
the Executive's estate or personal representative  fails to repay the draws in
the  time  period  set forth in Section 3(b), the Executive shall be deemed to
have  breached the Pinehurst Merger Agreement and the Employers shall have the
indemnification  rights  set forth therein.    If the Executive is entitled to
receive  payments  from  the Employers pursuant to Section 4(c) at the time of
his death, the Executive's estate or personal representative shall be entitled
to  receive  that  portion of the Annual Base Salary, at the rate in effect at
the  Executive's  death,  and  any  other  compensation  or benefits, that the
Executive  would  have been entitled to receive under Section 4(c) through and
including  the  date  of  the  Executive's  death.   The Executive's estate or
personal  representative  shall  not be entitled to receive any portion of the
Annual Base Salary or any other compensation or benefits under this Agreement,
with  respect  to  any  periods ending on or after the date of the Executive's
death,  which  was not payable in accordance with the provisions thereof prior
to  the  date  of  death.

18.5        ab     Section .  DisabilityIf prior to the Expiration Date the
Executive becomes Permanently Disabled, as defined in this subsection (e), the
Employers  may  terminate  the  Executive's employment with the Employers as a
result  of  the  Permanent  Disability  by  providing  written  notice  to the
Executive  at  least  twenty-four (24) hours prior to the Termination Date, as
defined in this subsection (e).  If prior to the Expiration Date the Executive
becomes  Permanently  Disabled,  the  Executive may resign from his employment
with  the  Employers pursuant to this Agreement by providing written notice to
the  Employers of his resignation at least twenty-four (24) hours prior to the
Resignation  Date,  as  defined  in  this  subsection  (e).   If the Employers
terminate  the Executive's employment as a result of a Permanent Disability or
the  Executive  resigns  from  employment  with the Employers as a result of a
Permanent  Disability, the Executive shall be entitled to receive that portion
of the Annual Base Salary under Section 3(a) that the Executive earned through
and  including the Termination Date or Resignation Date, as applicable, at the
rate  in effect on such date and that portion of the Bonus attributable to the
period  prior  to the Termination Date or the Resignation Date, as applicable,
payable  in  accordance  with the terms of Section 3(b) hereof.  If the Pretax
Net Income does not exceed the maximum amount set forth on Schedule 3(b), then
the  Executive  shall be required to repay any draws made against the Bonus in
the  calendar  year of the Executive's Permanent Disability in accordance with
the  terms  of Section 3(b) hereof.  If the Executive fails to repay the draws
in the time period set forth in Section 3(b), the Executive shall be deemed to
have  breached the Pinehurst Merger Agreement and the Employers shall have the
indemnification  rights set forth therein.     If the Executive is entitled to
receive  payments  from  the Employers pursuant to Section 4(c) at the time he
becomes  Permanently  Disabled, the Executive shall be entitled to receive the
payments  that the Executive would have been entitled to receive under Section
4(c).    The  Executive  shall  not  be entitled to receive any portion of the
Annual  Base Salary or any other compensation or benefits under this Agreement
with  respect  to  any  future  periods beginning on or after the later of the
Resignation  Date,  Termination  Date,  or  the  date  the  Executive  becomes
Permanently  Disabled.    The Executive shall be deemed "Permanently Disabled"
when,  and only when, he is deemed permanently disabled in accordance with the
disability  insurance  policy  of  the  Employers in effect at the time of the
illness  or  injury  causing  the  disability,  or, in the event no disability
policy  is  then  in  effect,  in accordance with the disability policy of the
Employers last in effect.  The definition of Permanently Disabled for purposes
of this Agreement shall comply with all provisions of applicable law. The term
"Termination  Date"  as used in this subsection (e) shall mean the actual date
the Executive terminates employment with the Employers.  The term "Resignation
Date"  as used in this subsection (e) shall mean the actual date the Executive
terminates  employment  with  the  Employers  as the result of a resignation.

                            XIX.     abARTICLE

   Nondisclosure, Noncompetition and Nonsolicitation AgreementOn the date
  hereof the Executive entered into the Noncompetition Agreement.  All of the
 terms and conditions of the Noncompetition Agreement are incorporated herein
by reference and any breach of the Noncompetition Agreement shall be deemed to
                       be a breach of this Agreement.

Non-assignability,  Binding  Agreement

19.1       ab     Section .  By the ExecutiveThe Executive shall not assign
or  delegate  this Agreement or any right, duty, obligation, or interest under
this Agreement without CCNC's and Crossmann's prior written consent; provided,
however,  that  nothing  shall  preclude  the  Executive  from  designating
beneficiaries to receive benefits payable under this Agreement upon his death,
and nothing shall preclude the Executive's executors, administrators, or their
legal  representatives,  from assigning any rights under this Agreement to any
person.

19.2        ab     Section .  By CCNC or CrossmannCCNC and/or Crossmann may
assign,  delegate,  or  transfer  this  Agreement  and all of their rights and
obligations  under  this Agreement to any of its affiliates or subsidiaries or
to  any  business  entity that by merger, consolidation, or otherwise acquires
all  or  substantially all of the assets of CCNC or Crossmann or to which CCNC
or  Crossmann  transfers  all  or  substantially  all  of  its  assets.   Upon
assignment,  delegation,  or  transfer, any affiliate, subsidiary, or business
entity  related to CCNC and/or Crossmann shall be deemed to be substituted for
CCNC  and/or  Crossmann,  as  applicable, for all purposes of this Agreement.

19.3       ab     Section .  Binding EffectExcept as limited under Sections
6(a)  and  6(b), this Agreement shall be binding upon and inure to the benefit
of the parties, any successors to or assigns of CCNC and/or Crossmann, and the
Executive's  heirs  and  the  personal  representatives  or  executor  of  the
Executive's  estate.

                             XX.     abARTICLE

SeverabilityIf a court of competent jurisdiction makes a final determination
 that any term or provision of this Agreement is invalid or unenforceable, and
  all rights to appeal the determination have been exhausted or the period of
  time during which any appeal of the determination may be perfected has been
   exhausted, the remaining terms and provisions shall be unimpaired and the
 invalid or unenforceable term or provision shall be deemed replaced by a term
 or provision that is valid and enforceable and that most closely approximates
the intention of the parties with respect to the invalid or unenforceable term
  or provision, as evidenced by the remaining valid and enforceable terms and
                        conditions of this Agreement.

                            XXI.     abARTICLE

AmendmentNo provision of this Agreement may be modified, amended, waived, or
   discharged in any manner except by an instrument in writing signed by the
   Executive and on behalf of CCNC and Crossmann by such officers as may be
 specifically designated by the Boards.  No agreement or representation, oral
  or otherwise, express or implied, with respect to the subject matter hereof
     have been made by any party which is not expressly set forth in this
                                 Agreement.

                            XXII.     abARTICLE

   WaiverThe waiver by any party of compliance by any other party with any
 provision of this Agreement shall not operate or be construed as a waiver of
     any other provision of this Agreement (whether or not similar), or a
    continuing waiver or a waiver of any subsequent breach by a party of a
provision of this Agreement.  Performance by any party of any act not required
 of it under the terms and conditions of this Agreement shall not constitute a
   waiver of the limitations on its obligations under this Agreement, and no
 performance shall estop that party from asserting those limitations as to any
              further or future performance of its obligations.

                           XXIII.     abARTICLE

 Governing Law and JurisdictionThe laws of the State of Indiana shall govern
the validity, performance, enforcement, interpretation and any other aspect of
  this Agreement, notwithstanding any state's choice of law provisions to the
                                  contrary.

                            XXIV.     abARTICLE

   NoticesAll notices required or desired to be given under this Agreement
  shall be in writing and shall be deemed to have been duly given (i) on the
   date of service if served personally on the party to whom notice is to be
 given, (ii) on the date of receipt by the party to whom notice is to be given
   if transmitted to such party by telefax, provided a copy is mailed as set
   forth below on the date of transmission, or (iii) on the third day after
 mailing if mailed to the party to whom notice is to be given by registered or
  certified mail, return receipt requested, postage prepaid, to the following
                                 addresses:

          (a)          If  to  CCNC  or  Crossmann,  to:

                    Crossmann  Communities,  Inc.
                    9202  North  Meridian  St.,  Suite  300
                    Indianapolis,  IN  46268
                    Attn:  John  B.  Scheumann
                    Tel.  No.:  (317)  843-9514
                    Fax:  (317)  571-2210

          (b)          If  to  the  Executive,  to:

                    James  T.  Callihan
                    10239  Beach  Drive,  S.W.
                    Calabash,  NC  28467
                    Tel.  No.:  910-579-3121
                    Fax:  910-579-7505

Any  party  may,  by  giving written notice to the other parties, change the
address  to  which  notice  shall  then  be  sent.

                            XXV.     abARTICLE

    Prior AgreementsThis Agreement and the Noncompetition Agreement are a
   complete and total integration of the understanding of the parties.  This
       Agreement and the Noncompetition Agreement supersede all prior or
   contemporaneous negotiations, commitments, agreements, writings including
     handbooks, and discussions with respect to the subject matter of this
                 Agreement and the Noncompetition Agreement.

                            XXVI.     abARTICLE

   HeadingsThe headings of the Sections of this Agreement are inserted for
 convenience only and shall not be deemed to constitute part of this Agreement
              or to affect the construction of this Agreement.

                           XXVII.     abARTICLE

CounterpartsThis Agreement may be executed in one or more counterparts, each
  of which shall be deemed to be an original, but all of which together shall
  constitute one and the same Agreement.  Only one counterpart signed by the
party against which enforcement is sought needs to be produced to evidence the
                         existence of this Agreement

                           XXVIII.     abARTICLE

    GuarantyCrossmann hereby guarantees the performance of all of CCNC's
obligations hereunder, including all of CCNC's obligations to make payments to
                          the Executive hereunder.


<PAGE>
          The parties have executed this Agreement on the date first written
above.

"CCNC"

Crossmann  Communities  of  North  Carolina,  Inc.



By:s/s  Richard  H.  Crosser

          Title:

          "CROSSMANN"

CROSSMANN  COMMUNITIES,  INC.


By:/s/  Richard  H.  Crosser

          Title:

"EXECUTIVE"


                           /s/ James T. Callihan

          James  T.  Callihan



<PAGE>
                              SCHEDULE 3(B)



          The Executive shall receive the percentage of the Bonus set forth
below for the calendar years set forth below if the Pretax Net Income meets or
exceeds  the  amounts  set  forth  below:


<TABLE>

<CAPTION>



<S>   <C>                 <C>                 <C>


YEAR     40% of Bonus if     80% of Bonus if    100% of Bonus if
----  ------------------  ------------------  ------------------
      Pretax Net Income   Pretax Net Income   Pretax Net Income
      ------------------  ------------------  ------------------
      Meets or Exceeds    Meets or Exceeds    Meets or Exceeds
      ------------------  ------------------  ------------------
1998  $        1,500,000  $        2,200,000  $        2,775,000
----  ------------------  ------------------  ------------------
1999  $        1,700,000  $        2,400,000  $        3,120,000
----  ------------------  ------------------  ------------------
2000  $        2,000,000  $        2,750,000  $        3,545,000
----  ------------------  ------------------  ------------------
2001  $        2,400,000  $        3,200,000  $        4,075,000
----  ------------------  ------------------  ------------------
2002  $        2,700,000  $        3,700,000  $        4,740,000
----  ------------------  ------------------  ------------------
</TABLE>
                                     
                                      


















Exhibit  10.54
                     EXECUTIVE EMPLOYMENT AGREEMENT


      This Executive Employment Agreement ("Agreement") is made and entered
into  this  29th  day  of May, 1998, by and among Crossmann Communities of
North  Carolina,  Inc.,  a  North  Carolina  corporation  ("CCNC"),  Crossmann
Communities, Inc., an Indiana corporation ("Crossmann") and Ralph R. Teal, Jr.
(the  "Executive").

                         PRELIMINARY STATEMENTS

          CCNC  and  Crossmann  (collectively  referred  to  herein  as the
"Employers")  have determined that it is in their best interests to employ the
Executive  as Vice President of CCNC, and the Executive desires to accept such
position  and  to  devote  his  loyalty  to  the  Employers upon the terms and
conditions  set  forth  in  this  Agreement.

                          TERMS AND CONDITIONS

         In consideration of the mutual promises and covenants contained in
this Agreement, and intending to be legally bound, the parties hereto agree as
follows:

                            XXIX.     abARTICLE

                           Employment and Duties

29.1          ab          Section .  GeneralThe Employers hereby employ the
Executive,  and  the  Executive  hereby  agrees  to serve the Employers in the
capacity of Vice President of CCNC and to perform the executive and management
duties  that  the  Board of Directors of CCNC and/or the Board of Directors of
Crossmann (collectively and individually the "Boards") shall reasonably assign
to  the  Executive  from  time  to  time.

29.2     ab     Section .  Employment DutiesThroughout the Employment Term,
as defined in Section 2, the Executive shall: (i) devote his working hours, on
a  full-time  basis,  to  his duties under this Agreement; (ii) faithfully and
loyally  serve the Employers; (iii) comply in all respects with the lawful and
reasonable  directions  and  instructions given to him by the Boards; and (iv)
use  his best efforts to promote and serve the interests of the Employers.  In
the event the directions and instructions given to the Executive by the Boards
conflict  in any manner, the directions and instructions given by the Board of
Directors  of  Crossmann shall be deemed controlling; full compliance with the
express  directions  and  instructions  of the Board of Directors of Crossmann
shall  be  deemed  a  defense  to  any  claim  of  failure  to comply with the
directions  and  instructions  of  the  Board  of  Directors  of  CCNC.

29.3        ab     Section .  Exclusive EmploymentThroughout the Employment
Term,  as  defined  in Section 2, the Executive shall not render his services,
directly  or indirectly, for compensation, to any other person or organization
without the prior written consent of the Employers and shall not engage in any
activity  which would significantly interfere with the faithful performance of
his  duties  under  this Agreement.  The Executive, however, may perform minor
services  for which he does not receive compensation, so long as such services
do  not  significantly  interfere  with the faithful performance of his duties
under  this  Agreement  or  violate  the  Noncompetition Agreement (as defined
herein).

29.4          ab      Section .  Location of EmploymentThe Executive hereby
agrees  to perform services for the Employers anywhere in the Southeast region
of  the  United  States  (the  "Southeast")  and agrees that the Employers may
relocate  him anywhere in the Southeast, provided, however, that the Employers
shall  not relocate the Executive out of the Southeast without the Executive's
consent.

                            XXX.     abARTICLE

  Employment TermThe Executive's employment hereunder shall commence on the
  Closing Date as that term is defined in the Agreement and Plan of Merger by
 and among the Employers, the Pinehurst Entities (as defined therein) and the
  Stockholders (as defined therein) dated May 29, 1998 (the "Pinehurst Entity
     Merger Agreement"), the Agreement and Plan of Merger by and among the
   Employers, River Oaks Golf Development Corporation ("River Oaks") and the
     Stockholders (as defined therein) dated May 29, 1998 and the Purchase
   Agreement by and among the Employers, True Blue Development, LLC and the
 Members (as defined therein) dated May 29, 1998 (collectively, the "Purchase
   Agreements") and shall continue until May 29, 2003.  Notwithstanding the
      foregoing, the Executive's employment hereunder shall be subject to
   resignation or termination in accordance with the provisions of Section 4
 hereof.  As used in this Agreement, the term "Expiration Date" shall mean May
29, 2003 and the term "Employment Term" shall mean the period beginning on the
 date hereof and ending on the earlier of the Expiration Date, the Termination
  Date, the Resignation Date, (both as defined in Section 4 hereof), or other
 date the Executive ceases to be employed by the Employers in accordance with
                              Section 4 hereof.

                            XXXI.     abARTICLE

 Compensation and Other BenefitsCCNC or Crossmann, as applicable, shall pay
and provide the following compensation and other benefits to the Executive for
             the services rendered by him under this Agreement:

31.1          ab         Section .  Annual Base SalaryCCNC shall pay to the
Executive,  in  accordance with the then prevailing payroll practices of CCNC,
an annual salary of not less than One Hundred Thousand Dollars ($100,000) (the
"Annual  Base Salary"), subject to required withholdings under Federal, state,
and local laws.  CCNC's obligations with respect to payment of the Annual Base
Salary  shall  not  be effective until the Employment Term has commenced.  The
Annual  Base  Salary  shall  not  be  reduced  during  the  Employment  Term.

31.2       ab     Section .  BonusThe Executive shall receive a bonus of up
to  Seventy  Five Thousand Dollars ($75,000) for each calendar year payable as
set  forth  on Schedule 3(b) (the "Bonus") based upon the aggregate pretax net
income  attributable  to  the  business  formerly  conducted  by the Pinehurst
Entities  (as defined in the Pinehurst Merger Agreement), River Oaks, and True
Blue  Development, LLC (collectively, the "Target Entities"), as determined by
the Employers (the "Pretax Net Income").  The Executive may make draws against
the  Bonus  due  for  a  particular  calendar  year during such calendar year;
provided,  however, that if the Employers determine that the draws made by the
Executive  exceed  the  amount to which they are entitled pursuant to Schedule
3(b),  then  the Executive shall repay all draws made during the calendar year
to  the  extent  that  the  draws  exceed the amount to which the Executive is
entitled  pursuant to Schedule 3(b) within 30 days of the determination of the
Pretax Net Income by the Employers.  If the Executive does not repay the draws
within  such  time  period, the Executive shall be deemed to have breached the
Pinehurst  Merger  Agreement  and the Employers shall have the indemnification
rights  set  forth  therein.   The Employers shall  make a determination as to
whether  the  Bonus Threshold was met for a calendar year within 45 days after
the  end  of  such  calendar year and shall pay the balance of the Bonus after
taking  into  account all draws made by the Executive during the calendar year
within  75  days after the end of the calendar year.  For the purposes of this
Agreement, the term calendar year shall mean the period beginning on January 1
and  ending  on  the  following  December  31.

31.3          ab          Section  .  Executive BenefitsExcept as otherwise
specifically  provided  in  this Agreement, the Executive shall be eligible to
participate,  in accordance with their respective terms and conditions, in all
benefit  plans presently available or which may subsequently be made available
to  executives of the Employers, including Crossmann's health care, basic life
insurance, supplemental life insurance coverage, disability coverage, business
travel  accident  insurance  and  any pension or retirement plan of any kind.

31.4     ab     Section .  Vacation LeaveThe Executive shall be entitled to
that number of days of vacation leave per year that is generally applicable to
all  executive personnel of Crossmann.  The Executive shall accrue and receive
full  compensation  and  benefits  during  his vacation leave periods.  Unused
vacation  leave time shall not carry over from one year of the Employment Term
to  the next and unused vacation leave time shall not entitle the Executive to
any  additional  compensation.
31.5       ab     Section .  Stock Option PlanThe Boards may, in their sole
discretion,  permit  the  Executive  to  participate  in stock option plans of
Crossmann  at  a  level  consistent  with other employees of CCNC or Crossmann
having  similar responsibilities as the Executive.  The term and conditions of
a  grant  of  a  stock option to the Executive will be set forth in a separate
stock  option  agreement  between  Crossmann  and  the  Executive.

31.6          ab       Section .  AutomobileThe Employers shall provide the
Executive with an automobile which is the same or equivalent make and model as
the automobile that the Target Entities currently provide to the Executive for
the  Employment  Term.    The  Employers shall reimburse the Executive for all
reasonable  expenses  associated  with  the automobile, including gasoline and
normal repair expenses, incurred by the Executive in conducting the Employers'
business,  in  accordance  with  the  policies  of  Crossmann.

31.7       ab     Section .  Business ExpensesThe Employers shall reimburse
the  Executive  for all reasonable business expenses incurred by the Executive
in  conducting  the  Employers'  business  in  accordance with the policies of
Crossmann.

                           XXXII.     abARTICLE

                         Termination of Employment

32.1          ab          Section  .    Termination  for  Cause

(a)      ab     The Employers may terminate the Executive's employment with
the  Employers  pursuant  to  this  Agreement for Cause, as defined herein, by
providing  written  notice  to  the  Executive at least twenty-four (24) hours
prior  to  the  Termination  Date,  as  defined  in  subsection  (iii) below.

(b)      ab     A termination for "Cause" means a termination by one of the
Boards    for  any  one  or  more  of the following reasons: (a) theft, fraud,
embezzlement,  dishonest  or  other similar behavior by the Executive; (b) any
material  breach  by  the  Executive  of  the  terms of this Agreement, or the
Purchase  Agreements  or  any  breach  by  the  Executive  of the terms of the
Nondisclosure,  Noncompetition  and  Nonsolicitation  Agreement  of  even date
herewith  executed  by the Executive (the "Noncompetition Agreement"); (c) any
material  neglect  of duty, incompetence, insubordination or misconduct of the
Executive in discharging any of his duties and responsibilities hereunder, (d)
any  act of theft or dishonesty by the Executive or any criminal conviction or
indictment  of the Executive, (e) any occurrence of the Executive reporting to
work  under  the influence of alcohol or illegal drugs, or the Executive being
under  the influence of alcohol or illegal drugs during working hours, (f) any
failure  or  refusal  by  the  Executive to comply with the policies, rules or
regulations  of  the  Employers whether now in force or hereafter adopted; (g)
any misrepresentation or concealment by the Executive of any material fact for
the  purpose  of  securing  this  Agreement,  or (h) any other material act of
misconduct  within  the  control  of  the  Executive.

(c)          ab          In  the  case of a termination for Cause, the term
"Termination  Date"  as used in this subsection (a) shall mean the actual date
the  Executive  terminates employment with the Employers as a result of action
taken  by  one  of  the  Boards,  and  not  as  a  result  of  the Executive's
resignation,  as  provided  in  Section  4(b).

(d)      ab     If prior to the Expiration Date the Employers terminate the
Executive's  employment  for  Cause,  the  Executive shall only be entitled to
payment  of that portion of the Annual Base Salary under Section 3(a) that the
Executive  earned  through  and including the Termination Date, at the rate of
the  Annual Base Salary in effect or any portion of the year at that time, and
the  Executive  shall  repay  all draws made against the Bonus in the calendar
year  in  which the Executive is terminated for Cause within 10 days after the
Termination  Date.  If the Executive fails to repay the draws within such time
period,    the Executive shall be deemed to have breached the Pinehurst Merger
Agreement  and  the  Employers shall have the indemnification rights set forth
therein.

32.2         ab     Section .  ResignationThe Executive may resign from his
employment  with  the  Employers  pursuant  to  this  Agreement at any time by
providing written notice to the Boards of his resignation at least thirty (30)
days  prior  to  the  effective  date  of  the  resignation  (the "Resignation
Notice").    The  effective  date of the Executive's resignation shall be that
specified  in  the  Resignation  Notice,  or  the  actual  date  the Executive
terminates  employment  with  the  Employers  as  the result of a resignation,
whichever occurs earlier (the "Resignation Date").  If prior to the Expiration
Date,  the  Executive  resigns  his  employment,  the  Executive shall only be
entitled  to  payment  of that portion of the Annual Base Salary under Section
3(a)  that the Executive earned through and including the Resignation Date, at
the  rate  of the Annual Base Salary in effect at that time, and the Executive
shall repay all draws made against the Bonus in the calendar year in which the
Executive resigns within 10 days after the Resignation Date.  If the Executive
fails  to  repay  the  draws  within  such time period, the Executive shall be
deemed to have breached the Pinehurst Merger Agreement and the Employers shall
have  the  indemnification  rights  set  forth  therein.

32.3       ab     Section .  Termination Without CauseThe Employers may, in
their sole discretion, terminate the Executive's employment with the Employers
pursuant  to  this  Agreement  at any time without Cause, by providing written
notice  to  the  Executive  at  least  twenty-four  (24)  hours  prior  to the
Termination  Date,  as  defined  in  this  subsection  (c).   If the Employers
terminate the Executive's employment without Cause, CCNC shall be obligated to
continue  to  pay to him the Annual Base Salary and to pay him an amount equal
to  the  monthly premium for the Executive's individual health insurance as in
effect  on  the  Termination Date for the period during which the Executive is
bound  by  the  terms  and  conditions  of  the  Noncompetition Agreement (the
"Severance Payments").  Such payments shall be made as and when the same would
have  been due and payable if the Executive's employment had continued through
such  date,  subject  to  the  provisions  of  Sections 4(d) and 4(e).  If the
Employers  terminate  the  Executive's employment without Cause, the Executive
shall  not  be  entitled  to  any  Bonus  payments  for  any periods after the
Termination  Date  and the Executive shall be required to repay any draws made
against  the  Bonus  in  the  calendar year in which he was terminated without
Cause  in accordance with the terms of Section 3(b) hereof.  If the Executive 
fails  to  repay  the draws in the time period set forth in Section 3(b),  the
Executive  shall  be  deemed to have breached the Pinehurst Merger Agreement, 
the  Employers  shall have the indemnification rights set forth therein.  As a
condition  precedent  to receiving the Severance Payments, the Executive shall
sign  a  release  of  all  claims  the  Executive  has or may have against the
Employers  in form and substance submitted to the Executive by the Employers. 
The  term  "Termination  Date"  as  used in this subsection (c) shall mean the
actual date the Executive terminates employment with the Employers as a result
of  action  taken  by  one  of  the  Employers,  and  not  as  a result of the
Executive's  resignation  as  provided in Section 4(b).  Except as provided in
this  subsection  (c),  the  Executive  shall  not  be eligible to receive any
compensation  or  benefits  under  this  Agreement  with respect to any future
periods  beginning  on  or  after  the  Termination  Date.

32.4          ab         Section .  DeathIf the Executive dies prior to the
Expiration  Date,  the  Executive's estate or personal representative shall be
entitled  to  receive  that  portion of the Annual Base Salary, at the rate in
effect at the Executive's death, that portion of the Bonus attributable to the
period  prior  to the date of the Executive's death payable in accordance with
the  terms of Section 3(b) hereof, and any other compensation or benefits that
the Executive earned through and including the date of the Executive's death. 
If  the  Pretax  Net  Income  does  not exceed the maximum amount set forth on
Schedule  3(b),  then the Executive 's estate or personal representative shall
be  required to repay any draws made against the Bonus in the calendar year of
the Executive's death in accordance with the terms of Section 3(b) hereof.  If
the Executive's estate or personal representative  fails to repay the draws in
the  time  period  set forth in Section 3(b), the Executive shall be deemed to
have  breached the Pinehurst Merger Agreement and the Employers shall have the
indemnification  rights  set forth therein.    If the Executive is entitled to
receive  payments  from  the Employers pursuant to Section 4(c) at the time of
his death, the Executive's estate or personal representative shall be entitled
to  receive  that  portion of the Annual Base Salary, at the rate in effect at
the  Executive's  death,  and  any  other  compensation  or benefits, that the
Executive  would  have been entitled to receive under Section 4(c) through and
including  the  date  of  the  Executive's  death.   The Executive's estate or
personal  representative  shall  not be entitled to receive any portion of the
Annual Base Salary or any other compensation or benefits under this Agreement,
with  respect  to  any  periods ending on or after the date of the Executive's
death,  which  was not payable in accordance with the provisions thereof prior
to  the  date  of  death.

32.5        ab     Section .  DisabilityIf prior to the Expiration Date the
Executive becomes Permanently Disabled, as defined in this subsection (e), the
Employers  may  terminate  the  Executive's employment with the Employers as a
result  of  the  Permanent  Disability  by  providing  written  notice  to the
Executive  at  least  twenty-four (24) hours prior to the Termination Date, as
defined in this subsection (e).  If prior to the Expiration Date the Executive
becomes  Permanently  Disabled,  the  Executive may resign from his employment
with  the  Employers pursuant to this Agreement by providing written notice to
the  Employers of his resignation at least twenty-four (24) hours prior to the
Resignation  Date,  as  defined  in  this  subsection  (e).   If the Employers
terminate  the Executive's employment as a result of a Permanent Disability or
the  Executive  resigns  from  employment  with the Employers as a result of a
Permanent  Disability, the Executive shall be entitled to receive that portion
of the Annual Base Salary under Section 3(a) that the Executive earned through
and  including the Termination Date or Resignation Date, as applicable, at the
rate  in effect on such date and that portion of the Bonus attributable to the
period  prior  to the Termination Date or the Resignation Date, as applicable,
payable  in  accordance  with the terms of Section 3(b) hereof.  If the Pretax
Net Income does not exceed the maximum amount set forth on Schedule 3(b), then
the  Executive  shall be required to repay any draws made against the Bonus in
the  calendar  year of the Executive's Permanent Disability in accordance with
the  terms  of Section 3(b) hereof.  If the Executive fails to repay the draws
in the time period set forth in Section 3(b), the Executive shall be deemed to
have  breached the Pinehurst Merger Agreement and the Employers shall have the
indemnification  rights set forth therein.     If the Executive is entitled to
receive  payments  from  the Employers pursuant to Section 4(c) at the time he
becomes  Permanently  Disabled, the Executive shall be entitled to receive the
payments  that the Executive would have been entitled to receive under Section
4(c).    The  Executive  shall  not  be entitled to receive any portion of the
Annual  Base Salary or any other compensation or benefits under this Agreement
with  respect  to  any  future  periods beginning on or after the later of the
Resignation  Date,  Termination  Date,  or  the  date  the  Executive  becomes
Permanently  Disabled.    The Executive shall be deemed "Permanently Disabled"
when,  and only when, he is deemed permanently disabled in accordance with the
disability  insurance  policy  of  the  Employers in effect at the time of the
illness  or  injury  causing  the  disability,  or, in the event no disability
policy  is  then  in  effect,  in accordance with the disability policy of the
Employers last in effect.  The definition of Permanently Disabled for purposes
of this Agreement shall comply with all provisions of applicable law. The term
"Termination  Date"  as used in this subsection (e) shall mean the actual date
the Executive terminates employment with the Employers.  The term "Resignation
Date"  as used in this subsection (e) shall mean the actual date the Executive
terminates  employment  with  the  Employers  as the result of a resignation.

                           XXXIII.     abARTICLE

   Nondisclosure, Noncompetition and Nonsolicitation AgreementOn the date
  hereof the Executive entered into the Noncompetition Agreement.  All of the
 terms and conditions of the Noncompetition Agreement are incorporated herein
by reference and any breach of the Noncompetition Agreement shall be deemed to
                       be a breach of this Agreement.

Non-assignability,  Binding  Agreement

33.1       ab     Section .  By the ExecutiveThe Executive shall not assign
or  delegate  this Agreement or any right, duty, obligation, or interest under
this Agreement without CCNC's and Crossmann's prior written consent; provided,
however,  that  nothing  shall  preclude  the  Executive  from  designating
beneficiaries to receive benefits payable under this Agreement upon his death,
and nothing shall preclude the Executive's executors, administrators, or their
legal  representatives,  from assigning any rights under this Agreement to any
person.
33.2        ab     Section .  By CCNC or CrossmannCCNC and/or Crossmann may
assign,  delegate,  or  transfer  this  Agreement  and all of their rights and
obligations  under  this Agreement to any of its affiliates or subsidiaries or
to  any  business  entity that by merger, consolidation, or otherwise acquires
all  or  substantially all of the assets of CCNC or Crossmann or to which CCNC
or  Crossmann  transfers  all  or  substantially  all  of  its  assets.   Upon
assignment,  delegation,  or  transfer, any affiliate, subsidiary, or business
entity  related to CCNC and/or Crossmann shall be deemed to be substituted for
CCNC  and/or  Crossmann,  as  applicable, for all purposes of this Agreement.

33.3       ab     Section .  Binding EffectExcept as limited under Sections
6(a)  and  6(b), this Agreement shall be binding upon and inure to the benefit
of the parties, any successors to or assigns of CCNC and/or Crossmann, and the
Executive's  heirs  and  the  personal  representatives  or  executor  of  the
Executive's  estate.

                           XXXIV.     abARTICLE

SeverabilityIf a court of competent jurisdiction makes a final determination
 that any term or provision of this Agreement is invalid or unenforceable, and
  all rights to appeal the determination have been exhausted or the period of
  time during which any appeal of the determination may be perfected has been
   exhausted, the remaining terms and provisions shall be unimpaired and the
 invalid or unenforceable term or provision shall be deemed replaced by a term
 or provision that is valid and enforceable and that most closely approximates
the intention of the parties with respect to the invalid or unenforceable term
  or provision, as evidenced by the remaining valid and enforceable terms and
                        conditions of this Agreement.

                            XXXV.     abARTICLE

AmendmentNo provision of this Agreement may be modified, amended, waived, or
   discharged in any manner except by an instrument in writing signed by the
   Executive and on behalf of CCNC and Crossmann by such officers as may be
 specifically designated by the Boards.  No agreement or representation, oral
  or otherwise, express or implied, with respect to the subject matter hereof
     have been made by any party which is not expressly set forth in this
                                 Agreement.

                           XXXVI.     abARTICLE

   WaiverThe waiver by any party of compliance by any other party with any
 provision of this Agreement shall not operate or be construed as a waiver of
     any other provision of this Agreement (whether or not similar), or a
    continuing waiver or a waiver of any subsequent breach by a party of a
provision of this Agreement.  Performance by any party of any act not required
 of it under the terms and conditions of this Agreement shall not constitute a
   waiver of the limitations on its obligations under this Agreement, and no
 performance shall estop that party from asserting those limitations as to any
              further or future performance of its obligations.

                           XXXVII.     abARTICLE

 Governing Law and JurisdictionThe laws of the State of Indiana shall govern
the validity, performance, enforcement, interpretation and any other aspect of
  this Agreement, notwithstanding any state's choice of law provisions to the
                                  contrary.

                          XXXVIII.     abARTICLE

   NoticesAll notices required or desired to be given under this Agreement
  shall be in writing and shall be deemed to have been duly given (i) on the
   date of service if served personally on the party to whom notice is to be
 given, (ii) on the date of receipt by the party to whom notice is to be given
   if transmitted to such party by telefax, provided a copy is mailed as set
   forth below on the date of transmission, or (iii) on the third day after
 mailing if mailed to the party to whom notice is to be given by registered or
  certified mail, return receipt requested, postage prepaid, to the following
                                 addresses:

          (a)          If  to  CCNC  or  Crossmann,  to:

                    Crossmann  Communities,  Inc.
                    9202  North  Meridian  St.,  Suite  300
                    Indianapolis,  IN  46268
                    Attn:  John  B.  Scheumann
                    Tel.  No.:  (317)  843-9514
                    Fax:  (317)  571-2210

          (b)          If  to  the  Executive,  to:

                    Ralph  R.  Teal,  Jr.
                    10239  Beach  Drive,  S.W.
                    Calabash,  NC  28467
                    Tel.  No.:  910-579-3121
                    Fax:  910-579-7505

Any  party  may,  by  giving written notice to the other parties, change the
address  to  which  notice  shall  then  be  sent.

                           XXXIX.     abARTICLE

    Prior AgreementsThis Agreement and the Noncompetition Agreement are a
   complete and total integration of the understanding of the parties.  This
       Agreement and the Noncompetition Agreement supersede all prior or
   contemporaneous negotiations, commitments, agreements, writings including
     handbooks, and discussions with respect to the subject matter of this
                 Agreement and the Noncompetition Agreement.

                             XL.     abARTICLE

   HeadingsThe headings of the Sections of this Agreement are inserted for
 convenience only and shall not be deemed to constitute part of this Agreement
              or to affect the construction of this Agreement.

                            XLI.     abARTICLE

CounterpartsThis Agreement may be executed in one or more counterparts, each
  of which shall be deemed to be an original, but all of which together shall
  constitute one and the same Agreement.  Only one counterpart signed by the
party against which enforcement is sought needs to be produced to evidence the
                         existence of this Agreement

                            XLII.     abARTICLE

    GuarantyCrossmann hereby guarantees the performance of all of CCNC's
obligations hereunder, including all of CCNC's obligations to make payments to
                          the Executive hereunder.


<PAGE>
          The parties have executed this Agreement on the date first written
above.

"CCNC"

Crossmann  Communities  of  North  Carolina,  Inc.



By:  /s/  John  B.  Scheumann

          Title:

          "CROSSMANN"

CROSSMANN  COMMUNITIES,  INC.


By:  /s/  John  B.  Scheumann

          Title:

"EXECUTIVE"


                                           /s/ Ralph R. Teal, Jr.

          Ralph  R.  Teal,  Jr.



<PAGE>
                              SCHEDULE 3(B)



          The Executive shall receive the percentage of the Bonus set forth
below for the calendar years set forth below if the Pretax Net Income meets or
exceeds  the  amounts  set  forth  below:




<TABLE>

<CAPTION>




<S>   <C>                 <C>                 <C>


YEAR     40% of Bonus if     80% of Bonus if    100% of Bonus if
----  ------------------  ------------------  ------------------
      Pretax Net Income   Pretax Net Income   Pretax Net Income
      ------------------  ------------------  ------------------
      Meets or Exceeds    Meets or Exceeds    Meets or Exceeds
      ------------------  ------------------  ------------------
1998  $        1,500,000  $        2,200,000  $        2,775,000
----  ------------------  ------------------  ------------------
1999  $        1,700,000  $        2,400,000  $        3,120,000
----  ------------------  ------------------  ------------------
2000  $        2,000,000  $        2,750,000  $        3,545,000
----  ------------------  ------------------  ------------------
2001  $        2,400,000  $        3,200,000  $        4,075,000
----  ------------------  ------------------  ------------------
2002  $        2,700,000  $        3,700,000  $        4,740,000
----  ------------------  ------------------  ------------------
</TABLE>






















Exhibit  10.55
                     EXECUTIVE EMPLOYMENT AGREEMENT


      This Executive Employment Agreement ("Agreement") is made and entered
into  this  29th  day  of May, 1998, by and among Crossmann Communities of
North  Carolina,  Inc.,  a  North  Carolina  corporation  ("CCNC"),  Crossmann
Communities, Inc., an Indiana corporation ("Crossmann") and Jeffrey H. Skelley
(the  "Executive").

                         PRELIMINARY STATEMENTS

          CCNC  and  Crossmann  (collectively  referred  to  herein  as the
"Employers")  have determined that it is in their best interests to employ the
Executive  as Vice President of CCNC, and the Executive desires to accept such
position  and  to  devote  his  loyalty  to  the  Employers upon the terms and
conditions  set  forth  in  this  Agreement.

                          TERMS AND CONDITIONS

         In consideration of the mutual promises and covenants contained in
this Agreement, and intending to be legally bound, the parties hereto agree as
follows:

                           XLIII.     abARTICLE

                           Employment and Duties

43.1          ab          Section .  GeneralThe Employers hereby employ the
Executive,  and  the  Executive  hereby  agrees  to serve the Employers in the
capacity of Vice President of CCNC and to perform the executive and management
duties  that  the  Board of Directors of CCNC and/or the Board of Directors of
Crossmann (collectively and individually the "Boards") shall reasonably assign
to  the  Executive  from  time  to  time.

43.2     ab     Section .  Employment DutiesThroughout the Employment Term,
as defined in Section 2, the Executive shall: (i) devote his working hours, on
a  full-time  basis,  to  his duties under this Agreement; (ii) faithfully and
loyally  serve the Employers; (iii) comply in all respects with the lawful and
reasonable  directions  and  instructions given to him by the Boards; and (iv)
use  his best efforts to promote and serve the interests of the Employers.  In
the event the directions and instructions given to the Executive by the Boards
conflict  in any manner, the directions and instructions given by the Board of
Directors  of  Crossmann shall be deemed controlling; full compliance with the
express  directions  and  instructions  of the Board of Directors of Crossmann
shall  be  deemed  a  defense  to  any  claim  of  failure  to comply with the
directions  and  instructions  of  the  Board  of  Directors  of  CCNC.
43.3        ab     Section .  Exclusive EmploymentThroughout the Employment
Term,  as  defined  in Section 2, the Executive shall not render his services,
directly  or indirectly, for compensation, to any other person or organization
without the prior written consent of the Employers and shall not engage in any
activity  which would significantly interfere with the faithful performance of
his  duties  under  this Agreement.  The Executive, however, may perform minor
services  for which he does not receive compensation, so long as such services
do  not  significantly  interfere  with the faithful performance of his duties
under  this  Agreement  or  violate  the  Noncompetition Agreement (as defined
herein).

43.4          ab      Section .  Location of EmploymentThe Executive hereby
agrees  to perform services for the Employers anywhere in the Southeast region
of  the  United  States  (the  "Southeast")  and agrees that the Employers may
relocate  him anywhere in the Southeast, provided, however, that the Employers
shall  not relocate the Executive out of the Southeast without the Executive's
consent.

                            XLIV.     abARTICLE

  Employment TermThe Executive's employment hereunder shall commence on the
  Closing Date as that term is defined in the Agreement and Plan of Merger by
 and among the Employers, the Pinehurst Entities (as defined therein) and the
  Stockholders (as defined therein) dated May 29, 1998 (the "Pinehurst Entity
     Merger Agreement"), the Agreement and Plan of Merger by and among the
   Employers, River Oaks Golf Development Corporation ("River Oaks") and the
     Stockholders (as defined therein) dated May 29, 1998 and the Purchase
   Agreement by and among the Employers, True Blue Development, LLC and the
 Members (as defined therein) dated May 29, 1998 (collectively, the "Purchase
   Agreements") and shall continue until May 29, 2003.  Notwithstanding the
      foregoing, the Executive's employment hereunder shall be subject to
   resignation or termination in accordance with the provisions of Section 4
 hereof.  As used in this Agreement, the term "Expiration Date" shall mean May
29, 2003 and the term "Employment Term" shall mean the period beginning on the
 date hereof and ending on the earlier of the Expiration Date, the Termination
  Date, the Resignation Date, (both as defined in Section 4 hereof), or other
 date the Executive ceases to be employed by the Employers in accordance with
                              Section 4 hereof.

                            XLV.     abARTICLE

 Compensation and Other BenefitsCCNC or Crossmann, as applicable, shall pay
and provide the following compensation and other benefits to the Executive for
             the services rendered by him under this Agreement:

45.1          ab         Section .  Annual Base SalaryCCNC shall pay to the
Executive,  in  accordance with the then prevailing payroll practices of CCNC,
an annual salary of not less than One Hundred Thousand Dollars ($100,000) (the
"Annual  Base Salary"), subject to required withholdings under Federal, state,
and local laws.  CCNC's obligations with respect to payment of the Annual Base
Salary  shall  not  be effective until the Employment Term has commenced.  The
Annual  Base  Salary  shall  not  be  reduced  during  the  Employment  Term.

45.2       ab     Section .  BonusThe Executive shall receive a bonus of up
to  Seventy  Five Thousand Dollars ($75,000) for each calendar year payable as
set  forth  on Schedule 3(b) (the "Bonus") based upon the aggregate pretax net
income  attributable  to  the  business  formerly  conducted  by the Pinehurst
Entities  (as defined in the Pinehurst Merger Agreement), River Oaks, and True
Blue  Development, LLC (collectively, the "Target Entities"), as determined by
the Employers (the "Pretax Net Income").  The Executive may make draws against
the  Bonus  due  for  a  particular  calendar  year during such calendar year;
provided,  however, that if the Employers determine that the draws made by the
Executive  exceed  the  amount to which they are entitled pursuant to Schedule
3(b),  then  the Executive shall repay all draws made during the calendar year
to  the  extent  that  the  draws  exceed the amount to which the Executive is
entitled  pursuant to Schedule 3(b) within 30 days of the determination of the
Pretax Net Income by the Employers.  If the Executive does not repay the draws
within  such  time  period, the Executive shall be deemed to have breached the
Pinehurst  Merger  Agreement  and the Employers shall have the indemnification
rights  set  forth  therein.   The Employers shall  make a determination as to
whether  the  Bonus Threshold was met for a calendar year within 45 days after
the  end  of  such  calendar year and shall pay the balance of the Bonus after
taking  into  account all draws made by the Executive during the calendar year
within  75  days after the end of the calendar year.  For the purposes of this
Agreement, the term calendar year shall mean the period beginning on January 1
and  ending  on  the  following  December  31.

45.3          ab          Section  .  Executive BenefitsExcept as otherwise
specifically  provided  in  this Agreement, the Executive shall be eligible to
participate,  in accordance with their respective terms and conditions, in all
benefit  plans presently available or which may subsequently be made available
to  executives of the Employers, including Crossmann's health care, basic life
insurance, supplemental life insurance coverage, disability coverage, business
travel  accident  insurance  and  any pension or retirement plan of any kind.

45.4     ab     Section .  Vacation LeaveThe Executive shall be entitled to
that number of days of vacation leave per year that is generally applicable to
all  executive personnel of Crossmann.  The Executive shall accrue and receive
full  compensation  and  benefits  during  his vacation leave periods.  Unused
vacation  leave time shall not carry over from one year of the Employment Term
to  the next and unused vacation leave time shall not entitle the Executive to
any  additional  compensation.

45.5       ab     Section .  Stock Option PlanThe Boards may, in their sole
discretion,  permit  the  Executive  to  participate  in stock option plans of
Crossmann  at  a  level  consistent  with other employees of CCNC or Crossmann
having  similar responsibilities as the Executive.  The term and conditions of
a  grant  of  a  stock option to the Executive will be set forth in a separate
stock  option  agreement  between  Crossmann  and  the  Executive.

45.6          ab       Section .  AutomobileThe Employers shall provide the
Executive with an automobile which is the same or equivalent make and model as
the automobile that the Target Entities currently provide to the Executive for
the  Employment  Term.    The  Employers shall reimburse the Executive for all
reasonable  expenses  associated  with  the automobile, including gasoline and
normal repair expenses, incurred by the Executive in conducting the Employers'
business,  in  accordance  with  the  policies  of  Crossmann.

45.7       ab     Section .  Business ExpensesThe Employers shall reimburse
the  Executive  for all reasonable business expenses incurred by the Executive
in  conducting  the  Employers'  business  in  accordance with the policies of
Crossmann.

                            XLVI.     abARTICLE

                         Termination of Employment

46.1          ab          Section  .    Termination  for  Cause

(a)      ab     The Employers may terminate the Executive's employment with
the  Employers  pursuant  to  this  Agreement for Cause, as defined herein, by
providing  written  notice  to  the  Executive at least twenty-four (24) hours
prior  to  the  Termination  Date,  as  defined  in  subsection  (iii) below.

(b)      ab     A termination for "Cause" means a termination by one of the
Boards    for  any  one  or  more  of the following reasons: (a) theft, fraud,
embezzlement,  dishonest  or  other similar behavior by the Executive; (b) any
material  breach  by  the  Executive  of  the  terms of this Agreement, or the
Purchase  Agreements  or  any  breach  by  the  Executive  of the terms of the
Nondisclosure,  Noncompetition  and  Nonsolicitation  Agreement  of  even date
herewith  executed  by the Executive (the "Noncompetition Agreement"); (c) any
material  neglect  of duty, incompetence, insubordination or misconduct of the
Executive in discharging any of his duties and responsibilities hereunder, (d)
any  act of theft or dishonesty by the Executive or any criminal conviction or
indictment  of the Executive, (e) any occurrence of the Executive reporting to
work  under  the influence of alcohol or illegal drugs, or the Executive being
under  the influence of alcohol or illegal drugs during working hours, (f) any
failure  or  refusal  by  the  Executive to comply with the policies, rules or
regulations  of  the  Employers whether now in force or hereafter adopted; (g)
any misrepresentation or concealment by the Executive of any material fact for
the  purpose  of  securing  this  Agreement,  or (h) any other material act of
misconduct  within  the  control  of  the  Executive.

(c)          ab          In  the  case of a termination for Cause, the term
"Termination  Date"  as used in this subsection (a) shall mean the actual date
the  Executive  terminates employment with the Employers as a result of action
taken  by  one  of  the  Boards,  and  not  as  a  result  of  the Executive's
resignation,  as  provided  in  Section  4(b).

(d)      ab     If prior to the Expiration Date the Employers terminate the
Executive's  employment  for  Cause,  the  Executive shall only be entitled to
payment  of that portion of the Annual Base Salary under Section 3(a) that the
Executive  earned  through  and including the Termination Date, at the rate of
the  Annual Base Salary in effect or any portion of the year at that time, and
the  Executive  shall  repay  all draws made against the Bonus in the calendar
year  in  which the Executive is terminated for Cause within 10 days after the
Termination  Date.  If the Executive fails to repay the draws within such time
period,    the Executive shall be deemed to have breached the Pinehurst Merger
Agreement  and  the  Employers shall have the indemnification rights set forth
therein.

46.2         ab     Section .  ResignationThe Executive may resign from his
employment  with  the  Employers  pursuant  to  this  Agreement at any time by
providing written notice to the Boards of his resignation at least thirty (30)
days  prior  to  the  effective  date  of  the  resignation  (the "Resignation
Notice").    The  effective  date of the Executive's resignation shall be that
specified  in  the  Resignation  Notice,  or  the  actual  date  the Executive
terminates  employment  with  the  Employers  as  the result of a resignation,
whichever occurs earlier (the "Resignation Date").  If prior to the Expiration
Date,  the  Executive  resigns  his  employment,  the  Executive shall only be
entitled  to  payment  of that portion of the Annual Base Salary under Section
3(a)  that the Executive earned through and including the Resignation Date, at
the  rate  of the Annual Base Salary in effect at that time, and the Executive
shall repay all draws made against the Bonus in the calendar year in which the
Executive resigns within 10 days after the Resignation Date.  If the Executive
fails  to  repay  the  draws  within  such time period, the Executive shall be
deemed to have breached the Pinehurst Merger Agreement and the Employers shall
have  the  indemnification  rights  set  forth  therein.

46.3       ab     Section .  Termination Without CauseThe Employers may, in
their sole discretion, terminate the Executive's employment with the Employers
pursuant  to  this  Agreement  at any time without Cause, by providing written
notice  to  the  Executive  at  least  twenty-four  (24)  hours  prior  to the
Termination  Date,  as  defined  in  this  subsection  (c).   If the Employers
terminate the Executive's employment without Cause, CCNC shall be obligated to
continue  to  pay to him the Annual Base Salary and to pay him an amount equal
to  the  monthly premium for the Executive's individual health insurance as in
effect  on  the  Termination Date for the period during which the Executive is
bound  by  the  terms  and  conditions  of  the  Noncompetition Agreement (the
"Severance Payments").  Such payments shall be made as and when the same would
have  been due and payable if the Executive's employment had continued through
such  date,  subject  to  the  provisions  of  Sections 4(d) and 4(e).  If the
Employers  terminate  the  Executive's employment without Cause, the Executive
shall  not  be  entitled  to  any  Bonus  payments  for  any periods after the
Termination  Date  and the Executive shall be required to repay any draws made
against  the  Bonus  in  the  calendar year in which he was terminated without
Cause  in accordance with the terms of Section 3(b) hereof.  If the Executive 
fails  to  repay  the draws in the time period set forth in Section 3(b),  the
Executive  shall  be  deemed to have breached the Pinehurst Merger Agreement, 
the  Employers  shall have the indemnification rights set forth therein.  As a
condition  precedent  to receiving the Severance Payments, the Executive shall
sign  a  release  of  all  claims  the  Executive  has or may have against the
Employers  in form and substance submitted to the Executive by the Employers. 
The  term  "Termination  Date"  as  used in this subsection (c) shall mean the
actual date the Executive terminates employment with the Employers as a result
of  action  taken  by  one  of  the  Employers,  and  not  as  a result of the
Executive's  resignation  as  provided in Section 4(b).  Except as provided in
this  subsection  (c),  the  Executive  shall  not  be eligible to receive any
compensation  or  benefits  under  this  Agreement  with respect to any future
periods  beginning  on  or  after  the  Termination  Date.

46.4          ab         Section .  DeathIf the Executive dies prior to the
Expiration  Date,  the  Executive's estate or personal representative shall be
entitled  to  receive  that  portion of the Annual Base Salary, at the rate in
effect at the Executive's death, that portion of the Bonus attributable to the
period  prior  to the date of the Executive's death payable in accordance with
the  terms of Section 3(b) hereof, and any other compensation or benefits that
the Executive earned through and including the date of the Executive's death. 
If  the  Pretax  Net  Income  does  not exceed the maximum amount set forth on
Schedule  3(b),  then the Executive 's estate or personal representative shall
be  required to repay any draws made against the Bonus in the calendar year of
the Executive's death in accordance with the terms of Section 3(b) hereof.  If
the Executive's estate or personal representative  fails to repay the draws in
the  time  period  set forth in Section 3(b), the Executive shall be deemed to
have  breached the Pinehurst Merger Agreement and the Employers shall have the
indemnification  rights  set forth therein.    If the Executive is entitled to
receive  payments  from  the Employers pursuant to Section 4(c) at the time of
his death, the Executive's estate or personal representative shall be entitled
to  receive  that  portion of the Annual Base Salary, at the rate in effect at
the  Executive's  death,  and  any  other  compensation  or benefits, that the
Executive  would  have been entitled to receive under Section 4(c) through and
including  the  date  of  the  Executive's  death.   The Executive's estate or
personal  representative  shall  not be entitled to receive any portion of the
Annual Base Salary or any other compensation or benefits under this Agreement,
with  respect  to  any  periods ending on or after the date of the Executive's
death,  which  was not payable in accordance with the provisions thereof prior
to  the  date  of  death.

46.5        ab     Section .  DisabilityIf prior to the Expiration Date the
Executive becomes Permanently Disabled, as defined in this subsection (e), the
Employers  may  terminate  the  Executive's employment with the Employers as a
result  of  the  Permanent  Disability  by  providing  written  notice  to the
Executive  at  least  twenty-four (24) hours prior to the Termination Date, as
defined in this subsection (e).  If prior to the Expiration Date the Executive
becomes  Permanently  Disabled,  the  Executive may resign from his employment
with  the  Employers pursuant to this Agreement by providing written notice to
the  Employers of his resignation at least twenty-four (24) hours prior to the
Resignation  Date,  as  defined  in  this  subsection  (e).   If the Employers
terminate  the Executive's employment as a result of a Permanent Disability or
the  Executive  resigns  from  employment  with the Employers as a result of a
Permanent  Disability, the Executive shall be entitled to receive that portion
of the Annual Base Salary under Section 3(a) that the Executive earned through
and  including the Termination Date or Resignation Date, as applicable, at the
rate  in effect on such date and that portion of the Bonus attributable to the
period  prior  to the Termination Date or the Resignation Date, as applicable,
payable  in  accordance  with the terms of Section 3(b) hereof.  If the Pretax
Net Income does not exceed the maximum amount set forth on Schedule 3(b), then
the  Executive  shall be required to repay any draws made against the Bonus in
the  calendar  year of the Executive's Permanent Disability in accordance with
the  terms  of Section 3(b) hereof.  If the Executive fails to repay the draws
in the time period set forth in Section 3(b), the Executive shall be deemed to
have  breached the Pinehurst Merger Agreement and the Employers shall have the
indemnification  rights set forth therein.     If the Executive is entitled to
receive  payments  from  the Employers pursuant to Section 4(c) at the time he
becomes  Permanently  Disabled, the Executive shall be entitled to receive the
payments  that the Executive would have been entitled to receive under Section
4(c).    The  Executive  shall  not  be entitled to receive any portion of the
Annual  Base Salary or any other compensation or benefits under this Agreement
with  respect  to  any  future  periods beginning on or after the later of the
Resignation  Date,  Termination  Date,  or  the  date  the  Executive  becomes
Permanently  Disabled.    The Executive shall be deemed "Permanently Disabled"
when,  and only when, he is deemed permanently disabled in accordance with the
disability  insurance  policy  of  the  Employers in effect at the time of the
illness  or  injury  causing  the  disability,  or, in the event no disability
policy  is  then  in  effect,  in accordance with the disability policy of the
Employers last in effect.  The definition of Permanently Disabled for purposes
of this Agreement shall comply with all provisions of applicable law. The term
"Termination  Date"  as used in this subsection (e) shall mean the actual date
the Executive terminates employment with the Employers.  The term "Resignation
Date"  as used in this subsection (e) shall mean the actual date the Executive
terminates  employment  with  the  Employers  as the result of a resignation.

                           XLVII.     abARTICLE

   Nondisclosure, Noncompetition and Nonsolicitation AgreementOn the date
  hereof the Executive entered into the Noncompetition Agreement.  All of the
 terms and conditions of the Noncompetition Agreement are incorporated herein
by reference and any breach of the Noncompetition Agreement shall be deemed to
                       be a breach of this Agreement.

Non-assignability,  Binding  Agreement

By the ExecutiveThe Executive shall not assign or delegate this Agreement or
any  right,  duty, obligation, or interest under this Agreement without CCNC's
and  Crossmann's  prior written consent; provided, however, that nothing shall
preclude  the  Executive  from  designating  beneficiaries to receive benefits
payable  under  this  Agreement upon his death, and nothing shall preclude the
Executive's  executors,  administrators,  or their legal representatives, from
assigning  any  rights  under  this  Agreement  to  any  person.

By  CCNC or CrossmannCCNC and/or Crossmann may assign, delegate, or transfer
this Agreement and all of their rights and obligations under this Agreement to
any  of  its  affiliates  or  subsidiaries  or  to any business entity that by
merger,  consolidation,  or otherwise acquires all or substantially all of the
assets  of  CCNC  or  Crossmann or to which CCNC or Crossmann transfers all or
substantially  all  of  its assets.  Upon assignment, delegation, or transfer,
any affiliate, subsidiary, or business entity related to CCNC and/or Crossmann
shall  be  deemed  to be substituted for CCNC and/or Crossmann, as applicable,
for  all  purposes  of  this  Agreement.

Binding EffectExcept as limited under Sections 6(a) and 6(b), this Agreement
shall  be binding upon and inure to the benefit of the parties, any successors
to  or  assigns  of  CCNC  and/or Crossmann, and the Executive's heirs and the
personal  representatives  or  executor  of  the  Executive's  estate.

                           XLVIII.     abARTICLE

SeverabilityIf a court of competent jurisdiction makes a final determination
 that any term or provision of this Agreement is invalid or unenforceable, and
  all rights to appeal the determination have been exhausted or the period of
  time during which any appeal of the determination may be perfected has been
   exhausted, the remaining terms and provisions shall be unimpaired and the
 invalid or unenforceable term or provision shall be deemed replaced by a term
 or provision that is valid and enforceable and that most closely approximates
the intention of the parties with respect to the invalid or unenforceable term
  or provision, as evidenced by the remaining valid and enforceable terms and
                        conditions of this Agreement.

                            XLIX.     abARTICLE

AmendmentNo provision of this Agreement may be modified, amended, waived, or
   discharged in any manner except by an instrument in writing signed by the
   Executive and on behalf of CCNC and Crossmann by such officers as may be
 specifically designated by the Boards.  No agreement or representation, oral
  or otherwise, express or implied, with respect to the subject matter hereof
     have been made by any party which is not expressly set forth in this
                                 Agreement.

                             L.     abARTICLE

   WaiverThe waiver by any party of compliance by any other party with any
 provision of this Agreement shall not operate or be construed as a waiver of
     any other provision of this Agreement (whether or not similar), or a
    continuing waiver or a waiver of any subsequent breach by a party of a
provision of this Agreement.  Performance by any party of any act not required
 of it under the terms and conditions of this Agreement shall not constitute a
   waiver of the limitations on its obligations under this Agreement, and no
 performance shall estop that party from asserting those limitations as to any
              further or future performance of its obligations.

                             LI.     abARTICLE

 Governing Law and JurisdictionThe laws of the State of Indiana shall govern
the validity, performance, enforcement, interpretation and any other aspect of
  this Agreement, notwithstanding any state's choice of law provisions to the
                                  contrary.

                            LII.     abARTICLE

   NoticesAll notices required or desired to be given under this Agreement
  shall be in writing and shall be deemed to have been duly given (i) on the
   date of service if served personally on the party to whom notice is to be
 given, (ii) on the date of receipt by the party to whom notice is to be given
   if transmitted to such party by telefax, provided a copy is mailed as set
   forth below on the date of transmission, or (iii) on the third day after
 mailing if mailed to the party to whom notice is to be given by registered or
  certified mail, return receipt requested, postage prepaid, to the following
                                 addresses:

          (a)          If  to  CCNC  or  Crossmann,  to:

                    Crossmann  Communities,  Inc.
                    9202  North  Meridian  St.,  Suite  300
                    Indianapolis,  IN  46268
                    Attn:  John  B.  Scheumann
                    Tel.  No.:  (317)  843-9514
                    Fax:  (317)  571-2210

          (b)          If  to  the  Executive,  to:

                    Jeffrey  H.  Skelley
                    10239  Beach  Drive,  S.W.
                    Calabash,  NC  28467
                    Tel.  No.:  910-579-3121
                    Fax:  910-579-7505

Any  party  may,  by  giving written notice to the other parties, change the
address  to  which  notice  shall  then  be  sent.

                            LIII.     abARTICLE

    Prior AgreementsThis Agreement and the Noncompetition Agreement are a
   complete and total integration of the understanding of the parties.  This
       Agreement and the Noncompetition Agreement supersede all prior or
   contemporaneous negotiations, commitments, agreements, writings including
     handbooks, and discussions with respect to the subject matter of this
                 Agreement and the Noncompetition Agreement.

                            LIV.     abARTICLE

   HeadingsThe headings of the Sections of this Agreement are inserted for
 convenience only and shall not be deemed to constitute part of this Agreement
              or to affect the construction of this Agreement.

                             LV.     abARTICLE

CounterpartsThis Agreement may be executed in one or more counterparts, each
  of which shall be deemed to be an original, but all of which together shall
  constitute one and the same Agreement.  Only one counterpart signed by the
party against which enforcement is sought needs to be produced to evidence the
                         existence of this Agreement

GuarantyCrossmann  hereby  guarantees  the  performance  of  all  of  CCNC's
obligations hereunder, including all of CCNC's obligations to make payments to
the  Executive  hereunder.


<PAGE>
          The parties have executed this Agreement on the date first written
above.

"CCNC"

Crossmann  Communities  of  North  Carolina,  Inc.



By:/s/  Richard  H.  Crosser

          Title:

          "CROSSMANN"

CROSSMANN  COMMUNITIES,  INC.


By:  /s/  Richard  H.  Crosser

          Title:

"EXECUTIVE"


                      /s/  Jeffrey  H.  Skelley

          Jeffrey  H.  Skelley



<PAGE>
                              SCHEDULE 3(B)



          The Executive shall receive the percentage of the Bonus set forth
below for the calendar years set forth below if the Pretax Net Income meets or
exceeds  the  amounts  set  forth  below:


<TABLE>

<CAPTION>




<S>   <C>                 <C>                 <C>


YEAR     40% of Bonus if     80% of Bonus if    100% of Bonus if
----  ------------------  ------------------  ------------------
      Pretax Net Income   Pretax Net Income   Pretax Net Income
      ------------------  ------------------  ------------------
      Meets or Exceeds    Meets or Exceeds    Meets or Exceeds
      ------------------  ------------------  ------------------
1998  $        1,500,000  $        2,200,000  $        2,775,000
----  ------------------  ------------------  ------------------
1999  $        1,700,000  $        2,400,000  $        3,120,000
----  ------------------  ------------------  ------------------
2000  $        2,000,000  $        2,750,000  $        3,545,000
----  ------------------  ------------------  ------------------
2001  $        2,400,000  $        3,200,000  $        4,075,000
----  ------------------  ------------------  ------------------
2002  $        2,700,000  $        3,700,000  $        4,740,000
----  ------------------  ------------------  ------------------
</TABLE>






















Exhibit  21.1

Amended  Subsidiaries  of  the  Registrant

1.        Merit  Realty,  Inc.
2.        Crossmann  Communities  of  Ohio,  Inc.
3.        Deluxe  Homes  of  Lafayette,  Inc.
4.        Deluxe  Homes,  Inc.
5.        Trimark  Homes,  Inc.
6.        Trimark  Development,  Inc.
7.        Crossmann  Management,  Inc.
8.        Deluxe  Aviation,  Inc.
9.        Crossmann    Investment,  Inc.
10.    Crossmann  Mortgage  Corp.
11.    Cutter  Homes,  LTD.
12.    Crossmann  Communities  of  Tennessee,  LLC
13.    Crossmann  Communities  of  North  Carolina,  Inc.