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                                                                   EXHIBIT 10.11

                                 CS FIRST BOSTON

               <S>                                                 <C>
               CS First Boston (Hong Kong) Limited                   9/F One Exchange Square
                                                                                   Hong Kong
                                                                   Telephone (852) 2847 0388
                                                                          Telex 66652 CSFBHX
                                                                   Facsimile (852) 2845 2456
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                                                              June 7, 1996
               Lennar Corporation
               Lennar Financial Services, Inc.
               Lennar MBS, Inc.
               Lennar Securities Holdings, Inc.
               LFS Asset Corp.
               730 Northwest 107th Avenue
               Miami, FL 33172

               Dear Sirs:

               CS first Boston (Hong Kong) Limited ("Buyer") hereby agrees to
               enter into one or more reverse repurchase agreements with Lennar
               Financial Services, Inc., Lennar MBS, Inc., Lennar Securities
               Holdings, Inc., or LFS Asset Corp. (each a "Seller") whereby
               Buyer shall, from time to time, purchase on a specified date
               commercial mortgage pass-through certificates (the "Securities")
               and whereby a Seller shall agree to repurchase such Securities on
               a specified date (each such transaction, a "Transaction"),
               subject to the terms and conditions set forth herein and in each
               of four Global Master Repurchase Agreements Dated as of June 4,
               1996 (the "Repurchase Agreement"), one of which has previously
               been executed by each Seller and Buyer. It is acknowledged and
               agreed that (i) Buyer and Lennar MBS, Inc. shall execute a
               Transaction with respect to the Securities described in Exhibit A
               and Buyer and Lennar Securities Holdings, Inc. shall execute two
               Transactions with respect to the Securities described in Exhibits
               B and C, all pursuant to the timetable set forth below and (ii)
               the parties hereto may execute one or more additional
               Transactions provided that the Securities which are the subject
               of any proposed Transaction and the terms are acceptable to Buyer
               in its sole discretion.

                   1.  Subject to the terms and conditions hereof and the
                       provisions of the relevant Repurchase Agreement
                       (including, without limitation, the default and early
                       termination provisions hereof and thereof), any and all
                       Transactions will terminate on or before May 29, 1998.

                   2.  Prior to the date of the first Transaction, Lennar
                       Corporation shall provide a guarantee. In form and
                       substance acceptable to Buyer, which shall guarantee the
                       obligations of each Seller under any Transaction pursuant
                       to the relevant Repurchase Agreement and this letter, and
                       shall upon Buyer's request provide customary legal
                       opinions as to enforceability.

                   3.   The maximum aggregate Purchase Price for all
                        Transactions outstanding with all Sellers at any one
                        time shall not exceed U.S. $150,000,000.

                   4.   Prior to the date of the first Transaction, Lennar
                        Corporation shall have paid a fee to Buyer of U.S.
                        $75,000 (i.e., 5 basis points on $150,000,000).

                   5.   With respect to the Securities set forth in Exhibits A,
                        B and C, Buyer and Lennar MBS, Inc., and Buyer and
                        Lennar Securities Holdings, Inc., shall execute
                        Transactions, each in

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                                 CS FIRST BOSTON

                        an amount not to exceed U.S. $25,000,000, on June 17,
                        1996, June 24, 1996, July 1, 1996, respectively. All
                        other Transactions shall be additional Transactions
                        which are entered into by Buyer at its sole discretion.

                    6.  Prior to the execution of any Transaction, the relevant
                        Seller shall have provided to Buyer the related
                        prospectus, pooling and servicing agreement, current
                        remittance reports, price/yield tables, and a
                        collateral tape containing property-related information
                        that Buyer, in its sole discretion, deems necessary in
                        determining the Market Value of the Securities, in a
                        form acceptable to Buyer. On a monthly basis, such
                        Seller shall provide to Buyer monthly remittance
                        reports, any material correspondence between such
                        Seller and the respective Master Servicer or Special
                        Servicer, and such property level information that
                        Buyer, in its sole discretion, deems necessary in
                        determining the Market Value of the Securities.

                    7.  The price at which the Securities shall be repurchased
                        by any Seller on a Repurchase Date shall equal the
                        Purchase Price plus the Price Differential which has
                        accrued but not been paid as of such Repurchase Date.

                        The Price Differential shall accrue on a daily basis for
                        the Securities and be calculated on an actual/360 day
                        basis. The Price Differential shall be payable monthly
                        in arrears. The Pricing Rate used to calculate the Price
                        Differential shall equal the one-month LIBOR rate set
                        for such payment plus the Fixed Spread (as defined
                        below), and shall initially be set on the Purchase Date
                        of the Transaction.

                        The Fixed Spread for particular Securities which are the
                        subject of a Transaction is set forth below in paragraph
                        9 and corresponds to the lowest rating (the "Rating")
                        assigned to such Securities by any nationally
                        recognized rating agency that rated the Securities upon
                        their issuance.

                     8.  The Buyer's Margin Amount for particular Securities
                         which are the subject of a Transaction is set forth
                         below in paragraph 9 and corresponds to the lowest
                         Rating assigned to such Securities. Paragraph 4(b) of
                         the relevant Repurchase Agreement shall not apply. The
                         relevant Seller shall maintain margin by transferring
                         to Buyer U.S. dollars.

                     9.  The Fixed Spread and Buyer's Margin Amount with respect
                         to particular Securities in any particular Transaction
                         is set forth below:

                         Rating         FIXED SPREAD       BUYER'S MARGIN AMOUNT
                         BB or higher  75 basis points             120% 

                         B or higher
                         (but less
                         than BB)      90 basis points             120%

                         Unrated or
                         less than B   120 basis points            125%

                    10.  In addition to the default and early termination
                         provisions set forth in the relevant Repurchase
                         Agreement, Buyer's commitment to engage in the
                         Transactions referred to herein with all Sellers shall,
                         at the option of Buyer, terminate, and/or all
                         outstanding Transactions with all Sellers shall, at the
                         option of Buyer, terminate (and the Repurchase Date
                         shall be deemed to occur immediately), in the event
                         that:

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                                 CS FIRST BOSTON

                           (a)  there shall been a material adverse change in
                                the business or financial condition of Lennar
                                Corporation and/or any Seller, as determined by
                                Buyer in its sole discretion;

                           (b)  the rating of the Securities shall be
                                downgraded, withdrawn, or placed on review for a
                                possible downgrade, by the nationally recognized
                                rating agency that rated the Securities upon
                                their issuance; and

                            (c) either (i) a change of control of Lennar
                                Corporation and/or Seller shall have occurred;
                                (ii) either Steven Saiontz, President of Lennar
                                Financial Services, Inc. and Director of Lennar
                                Corporation or Stuart Miller, President of
                                Lennar Commercial Properties, Inc. and Vice
                                President of Lennar Corporation shall cease to
                                be employed by such entities and functioning in
                                their respective capacities and successors
                                acceptable to Buyer shall not have been employed
                                by such entities and commenced functioning in
                                such capacities;

                        PROVIDED, HOWEVER, if solely an event set forth in
                        Paragraph 10(b) hereof has occurred with respect to a
                        particular Transaction and the related Securities, then
                        Buyer's commitment to engage in the Transactions
                        referred to herein shall continue to be effective and
                        only such particular Transaction shall, at the option of
                        Buyer, terminate (and the Repurchase Date for such
                        Transaction shall be deemed to occur immediately).

                        11. In addition to the default and early termination
                            provisions set forth herein and in the relevant
                            Repurchase Agreement, Buyer shall not be committed
                            to engage in any additional Transactions referred to
                            herein if the Standard & Poors credit rating of
                            Lennar Corporation as of the date hereof shall be
                            downgraded or withdrawn (whether or not the
                            aggregate Purchase Price for all outstanding
                            Transactions with all Sellers at the time of such
                            downgrade or withdrawal equals U.S. $150,000,000);
                            provided, however, at the request of Seller, Buyer
                            shall be obligated to execute one additional
                            Transaction (with respect to any then existing
                            Transaction) with a term of up to 30 days,
                            commencing on the Repurchase Date of such then
                            existing Transaction provided that no other event of
                            default or early termination event provided herein
                            or in the relevant Repurchase Agreement (including,
                            without limitation the events provided in Paragraph
                            10 hereof) entitles the Buyer to establish an
                            earlier Repurchase Date with respect to such then
                            existing Transaction.

                        12. In the event that Buyer determines that the
                            aggregate Market Value of the Collateral has
                            declined, after sending notice to the relevant
                            Seller of a Margin Deficit, Buyer acknowledges that
                            such Seller may provide to Buyer additional or
                            different information during the period, if any,
                            specified In the relevant Repurchase Agreement prior
                            to which a margin call must be satisfied, which may
                            have been relevant to Buyer's determination.
                            Notwithstanding the foregoing, Buyer shall have no
                            obligation to change its determination of aggregate
                            Market Value and Buyer shall retain all of its
                            rights specified in the relevant Repurchase
                            Agreement.

                         13. Capitalized terms not defined herein have the
                             meanings given to them in the relevant Repurchase
                             Agreement.

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                                 CS FIRST BOSTON

                  14. The governing law provisions set forth in the relevant
                      Repurchase Agreement shall be applicable hereto. Except as
                      otherwise provided herein, the rights and obligations
                      provided pursuant to such Repurchase Agreement shall
                      remain in full force and effect.

              Very truly yours,

              CS FIRST BOSTON (HONG KONG) LIMITED

              By: /s/ Terrence B. Clarke
                  ----------------------
              Name: Terrence B. Clarke
              Title: Vice President
              Legal & Compliance Department

              AGREED AND ACCEPTED:

              LENNAR CORPORATION

              By: /s/ Allan J. Pekor
                  ----------------------
              Name: Allan J. Pekor
              Title: Financial Vice President


              LENNAR FINANCIAL SERVICES, INC.

              By: /s/ Janice Munoz
                  ---------------------
              Name: Janice Munoz
              Title: VP/Treasurer

              LENNAR MBS, INC.

              By: /s/ Janice Munoz
                  ---------------------
              Name: Janice Munoz
              Title: VP/Treasurer

              LENNAR SECURITIES HOLDINGS, INC.

              By: /s/ Allan J. Pekor
                  ----------------------
              Name: Allan J. Pekor
              Title: Financial Vice President

<PAGE>

                                 CS FIRST BOSTON

              LFS ASSET CORP.


              By: /s/ Janice Munoz
                  ---------------------
              Name: Janice Munoz
              Title: VP/Treasurer

              ACCEPTED AND AGREED TO SOLELY
              IN ITS CAPACITY AS AGENT

              CS FIRST BOSTON

              By: /s/ Walter P. Fekula
                  ----------------------
              Name:    WALTER P. FEKULA
              Title:  DIRECTOR-CREDIT DEPT.



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            <S>                                                            <C>
            PSA                                                                                 ISMA
                                                                             INTERNATIONAL SECURITIES MARKET ASSOCIATION
            Public Securities Association
            40 Broad Street, New York, NY 10004-2373                        Rigistrasse 60. P.O. Box 169, CH-8033 Zurich

                                                                                                               VERSION I
                                                                                                 GROSS PAY1NG SECURITIES
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                       GLOBAL MASTER REPURCHASE AGREEMENT
      This agreement is to be used for repos or reverse repos of securities
      other than equities. U.S. Treasury Instruments Net Paying Securities

                                                       Dated as of JUNE 4, 1996
          Between:

        CS FIRST BOSTON (HONG KONG) LIMITED ("Party A")
          and
        LENNAR FINANCIAL SERVICES, INC. ("Party B")


          1. Applicability
                 From time to time the parties hereto may enter into
          transactions in which one party ("SELLER") agrees to sell to the other
          ("Buyer") securities and financial instruments (other than equities,
          U.S. Treasury instruments and Net Paying Securities) ("SECURITIES")
          against the payment of the purchase price in money by Buyer to Seller,
          with a simultaneous agreement by Buyer to sell to Seller securities
          equivalent to such Securities at a date certain or on demand against
          the payment of the purchase price in money by Seller to Buyer. Each
          such transaction shall be referred to herein as a "TRANSACTION" and
          shall be governed by this Agreement, including any supplemental terms
          or conditions contained in Annex I hereto, unless otherwise agreed in
          writing.

          2. Definitions
                 (a) "ACT OF INSOLVENCY" shall occur with respect to any party
          hereto upon (i) its making a general assignment for the benefit of, or
          entering into a reorganization, arrangement, or composition with
          creditors, or (ii) its admitting in writing its inability to pay its
          debts as they become due, or (iii) its seeking, consenting to or
          acquiescing in the appointment of any trustee, administrator, receiver
          or liquidator or analogous officer of it or any material part of its
          property, or (iv) the presentation or filing of a petition in respect
          of it (other than by the counterparty to this Agreement in respect of
          any obligation under this Agreement) in any court or before any agency
          alleging or for the bankruptcy, winding-up or other insolvency of such
          party (or any analogous proceeding) or seeking any reorganization,
          arrangement, composition, re-adjustment, administration, liquidation,
          dissolution or similar relief under any present or future statute law
          or regulation, such petition (except in the case of a petition for
          winding-up or any analogous proceeding) not having been stayed or
          dismissed within 30 days of its filing, or (v) the appointment of a
          receiver, administrator, liquidator or trustee or analogous officer of
          such party over all or any material part of such party's property;
                 (B) "ADDITIONAL PURCHASED SECURITIES", Securities transferred
          by Seller to Buyer pursuant to paragraph 4(a) hereof;
                  (C) "BASE CURRENCY", the currency indicated in Annex I hereto:

<PAGE>

                      (d) "BUSINESS DAY", (i)a day other than a Saturday or a
               Sunday on which banks are open for business in London and in the
               principal financial centre of the country of which the currency
               in which the Purchase Price and the Repurchase Price are
               denominated is the official currency (or, in the case of ECU,
               Brussels) and (ii) in the event that the Transaction is to be
               settled through CEDEL or Euroclear on a payment against delivery
               basis, a day on which CEDEL or, as the case may be, Euroclear is
               open to settle business in the currency in which the Purchase
               Price and the Repurchase Price are denominated and (iii) in the
               event that the Transaction is to be settled otherwise than
               through CEDEL or Euroclear on a payment against delivery basis, a
               day on which the settlement system through which the Transaction
               is to be settled is open to settle such Transaction and (iv)
               where settlement is not being effected through a specific
               settlement system, a day on which banks are open for business in
               the place where delivery of the Securities the subject of such
               Transaction is to be settled;
                      (e) "BUYER'S MARGIN AMOUNT", with respect to any
               Transaction as of any date, the amount obtained by application of
               a percentage to the Repurchase Price for such Transaction as of
               such date, such percentage (which may be equal to the percentage
               that is agreed to for the purposes of Seller's Margin Amount
               under sub-paragraph (aa) of this paragraph) being a percentage
               agreed to by Buyer and Seller for this purpose in relation to
               that Transaction;
                       (f) "CEDEL", Cedel S.A.;
                       (g) "CONFIRMATION" the meaning specified in paragraph
               3(b) hereof;
                       (h) "CONTRACTUAL CURRENCY",- the meaning specified in
               paragraph 7(a) hereof;
                       (i) "DEFAULTING PARTY", the meaning specified in 
               paragraph 10 hereof;
                       (j) "DEFAULT MARKET VALUE" in relation to Securities on
               any date (where Seller is the Defaulting Party) the Market value
               of such Securities on such date; and (where Buyer is the
               Defaulting Party) the amount it would cost to buy such Securities
               at the best available offer price therefore (and where different
               offer prices are available for different delivery dates, such
               offer price in respect of the earliest available such delivery
               date) on the most appropriate market on such date together with
               all broker's fees and commissions, transfer taxes and all other
               costs, fees and expenses that would be incurred in connection
               therewith (calculated on the assumption that the aggregate
               thereof is the least that could reasonably be expected to be paid
               in order to carry out the Transaction), all as determined by
               Seller; and for these purposes any sum in a currency other than
               the Contractual Currency For the Transaction in question shall be
               converted into such Contractual Currency at the Spot Rate;
                       (k) "EQUIVALENT SECURITIES", with respect to a
                Transaction, securities of the same issuer, forming part of the
                same issue and being of an identical type, nominal value,
                description and (except where otherwise stated) amount to the
                Purchased Securities under that Transaction. If and to the
                extent that such Purchased Securities have been redeemed the
                expression shall mean a sum of money equivalent to the proceeds
                of the redemption;
                       (l)  "EUROCLEAR",  Morgan Guaranty Trust Company of New
                York, Brussels Branch, as operator of the Euroclear System;
                       (m) "EVENT OF DEFAULT", the meaning specified in
                paragraph 10 hereof;
                       (n) "INCOME", with respect to any Security at any time,
                all interest, dividends or other distributions thereon;
                       (o) "LIB0R" in relation to any sum in any currency, the
                three-month London Inter Bank Offered Rate in respect of that
                currency as quoted on Page 3750 on the Telerate Service (or such
                other page as may replace Page 3750 on that service or such
                other service as may be nominated for the time being by the
                British Bankers' Association as the information vendor for the
                purpose of displaying British Bankers' Association Interest
                Settlement Rates) as of 11.00 a.m., London time, on the date on
                which it is to be determined;
                        (p) "MARGIN DEFICIT", the meaning specified in paragraph
                4(a) hereof;
                        (q) "MARGIN EXCESS", the meaning specified in paragraph
                4(b) hereof;
                        (r) "MARKET VALUE", with respect to any Securities as of
                any time on any date, the price for such Securities at such time
                on such date obtained from a generally recognized source agreed
                to by the parties (and where different prices are obtained for
                different delivery dates, the price so obtainable for the
                earliest available such delivery date) (provided that the price
                of Securities that are suspended shall (for the purposes of
                paragraph 4 hereof) be nil unless the parties otherwise Agree
                and (for all other purposes) shall be the price of those
                Securities as of close of business on the Business Day last
                preceding the date of suspension) plus the aggregate amount of
                Income which, as of such date, has accrued but not yet been paid
                in respect of the

                                       2

<PAGE>

           Securities to the extent not included in such price as of such date,
           and for these purposes any sum in a currency other than the
           Contractual Currency for the Transaction in question shall be
           converted into such Contractual Currency at the Spot Rate;
                  (s) "NET PAYING SECURITIES", Securities in respect of which
           any interest, dividend or other distribution payable by the issuer to
           either Seller or buyer is required by law to be paid subject to
           withholding or deduction for or on account of taxes or duties of
           whatsoever nature imposed, levied, collected, withheld or assessed by
           any authority having power to tax;
                  (t) "PRICE DIFFERENTIAL", with respect to any Transaction as
           of any date, the aggregate amount obtained by daily application of
           the Pricing Rate for such Transaction to the Purchase Price for such
           Transaction (on a 360 day year basis, or 365 day year basis as agreed
           between the parties for the Transaction) for the actual number of
           days during the period commencing on (and including) the Purchase
           Date for such Transaction and ending on (but excluding) the date of
           calculation;
                   (u) "PRICING RATE", with respect to any Transaction, the per
           annum percentage rate for calculation of the Price Differential
           agrees to by Buyer and Seller in relation to that Transaction;
                   (v) "PURCHASE DATE", with respect to any Transaction, the
           date on which Purchased Securities are to be sold by Seller to Buyer
           in relation to that Transaction;
                   (w) "PURCHASE PRICE", (I) on the Purchase Date, the price at
           which Purchased Securities are sold or are to be sold by Seller to
           Buyer, and (ii) thereafter, such price increased by the amount of any
           money paid by Buyer to Seller pursuant to paragraph 4(b) hereof and
           decreased by the amount of any money paid by Seller to Buyer pursuant
           to paragraph 4(a) hereof (and for this purpose any amount of money
           not denominated in the Contractual Currency shall (subject to
           paragraph (a)) be converted into the Contractual Currency at the
           Spot Rate);
                   (x) "PURCHASED SECURITIES", with respect to any Transaction,
           subject to paragraph 8 hereof, the Securities sold or to be sold by
           Seller to Buyer under that Transaction. With respect to any
           Transaction the term "PURCHASED SECURITIES" shal1 include Additional
           Purchased Securities transferred pursuant to paragraph 4(a) and
           attributed to that Transaction and shall exclude Purchased Securities
           in respect of which Equivalent Securities have been transferred
           pursuant to paragraph 4(b);
                   (y) "REPURCHASE DATE", with respect to any Transaction, the
           date on which Buyer is to sell Equivalent Securities to Seller in
           relation to that Transaction;
                   (z) "REPURCHASE PRICE", WITH respect to any Transaction and
            as of any date the sum of the Purchase Price and the Price
            Differential as of such date (and for this purpose any amount of
            money not denominated in the Contractual Currency shall (subject to
            paragraph 7(a)) be converted into the Contractual Currency at the
            Spot Rate);
                   (aa) "SELLER'S MARGIN AMOUNT", WITH  respect to any
           Transaction as of any date, the amount obtained by application of a
           percentage to the Repurchase Price, such percentage (which may be
           equal to the percentage that is agreed to for the purposes of Buyer's
           Margin Amount under sub-paragraph (e) of this paragraph) being a
           percentage agreed to by Buyer and Seller for this purpose in relation
           to that Transaction;
                   (bb) "SPOT RATE", where an amount in one currency is to be
           converted into a second currency on any date, unless the parties
           otherwise agree, at the spot rate of exchange quoted by Barclays 8ank
           PLC in the London interbank market for the sale by it of such second
           currency against a purchase by it of such first currency;
                   (cc) "TERM", with respect to any Transaction, the interval of
            time commencing with the Purchase Date and ending with the
            Repurchase Date; and
                   (dd) "TERMINATION", with respect to any Transaction, refers
            to the requirement with respect to such Transaction for Buyer to
            sell Equivalent Securities against payment by Seller of the
            Repurchase Price in accordance with paragraph 3(d)(ii), and
            references to a Transaction having a "fixed term or being
            "terminable upon demand" shall be construed accordingly.

            3. Initiation; Confirmation; Termination
                   (a) A Transaction may be entered into orally or in writing at
            the initiation of either Buyer or Seller.
                   (b) Upon agreeing to enter into a Transaction hereunder,
           Buyer or Seller (or both), as shall be agreed, shall promptly deliver
           to the other party a written confirmation of such Transaction (a
           "CONFIRMATION").

                                        3

<PAGE>

                    The Confirmation shall describe the Purchased Securities
             (including CUSIP or CINS or other identifying number, if any),
             identify Buyer and Seller and set forth (i) the Purchase Date, (ii)
             the Purchase Price, (iii) the Repurchase Date, unless the
             Transaction is to be terminable on demand (in which case the
             Confirmation will say that it is so terminable), (iv) the Pricing
             Rate applicable to the Transaction, (v) in respect of each party
             the details of the bank account[s] to which payments to be made
             hereunder are to be credited, and (vi) any additional terms or
             conditions of the Transaction not inconsistent with this Agreement
             and shall be substantially in the form of Annex II hereto or such
             other form as the parties may agree.

                    The Confirmation relating to a Transaction shall, together
             with this Agreement, constitute prima facie evidence of the terms
             agreed between Buyer and Seller for that Transaction, unless
             specific objection is made with respect to the Confirmation
             promptly after receipt thereof. In the event of any conflict
             between the terms of such Confirmation and this Agreement, this
             Agreement shall prevail except in the case of those provisions in
             relation to which the Agreement specifically states that the
             parties may otherwise agree; and as to those provisions, the
             Confirmation shall prevail.

                    (c) (i) In the case of on demand Transactions, demand for
             Termination shall be made by Buyer or Seller, by telephone or
             otherwise and shall provide for Termination to occur after not less
             than the minimum period as is customarily required for the
             settlement or delivery of money or Equivalent Securities of the
             relevant kind.

                     (ii) Termination of a Transaction will be effected, in the
             case of on demand Transactions, on the date specified for
             Termination in such demand, and, in the case of fixed term
             Transactions on the date fixed for Termination.

                     (d) (i) On the Purchase Date for a Transaction, the
             Purchased Securities shall be transferred to Buyer or its agent
             against the payment of the Purchase Price to Seller.

                     (ii) Termination of a Transaction will be effected on the
             Repurchase Date by transfer to Seller or its agent of Equivalent
             Securities against the payment by the Seller of the Repurchase
             Price (less any amount then payable and unpaid by Buyer to Seller
             pursuant to paragraph 5 hereof).

             4.  Margin Maintenance
                     (a) If at any time the aggregate Market Value of all
             Purchased Securities then subject to any Transaction in which a
             particular party hereto is acting as Buyer is less than the
             aggregate of the Buyer's Margin Amounts for all such Transactions
             (the difference between such amounts being a "MARGIN DEFICIT"),
             then Buyer may by notice to Seller in such Transactions require
             Seller to pay money or, at Seller's option, to transfer additional
             Securities reasonably acceptable to Buyer ("ADDITIONAL PURCHASED
             SECURITIES"), so that the aggregate Market Value of the Purchase
             Securities, including any such Additional Purchased Securities.
             will thereupon equal or exceed an amount which equals the aggregate
             of the Buyer's Margin Amounts for all such Transactions less the
             amount of the Margin Deficit (if any) as of such date in respect of
             all the Transactions in which such Buyer is acting as Seller. For
             the purposes of this calculation all sums not denominated in the
             Base Currency shall be converted into the Base Currency on the
             relevant date at the Spot Rate.
                     (b) If at any time the aggregate Market Value of all
              Purchase Securities then subject to any Transaction in which a
              particular party hereto is acting as Seller exceeds the aggregate
              of the Seller's Margin amounts for all such Transactions (the
              difference between such amounts being "Margin Excess"), then
              Seller may by notice to Buyer in such Transactions require Buyer
              to pay money or, at Buyer's option, to transfer Equivalent
              Securities to Seller in an amount such that the aggregate Market
              Value of all Purchased Securities will thereupon not exceed an
              amount which equals the aggregate of the Seller's Margin Amounts
              for allsuch Transactions plus the amount of the Margin Excess (If
              any) as of such date in respect of all the Transactions in which
              such Seller is acting as Buyer. For the purposes of this
              calculation all sums not denominated in the Base Currency shall be
              converted into the Base Currency on the relevant date at the Spot
              Rate.
                      (c) Any money paid or Securities transferred pursuant to
              this paragraph shall be attributed as between all the different
              Transactions then outstanding as shall be agreed upon by Buyer and
              Seller and, failing such agreement, as determined by the party
              receiving such money or Securities. Any money paid shall be paid
              in the currency agreed therefor between Buyer and Seller and
              failing such agreement in the Base Currency.
                      (d) The parties may agree, with respect to any or ail
               Transactions, that their respective rights under sub-paragraphs
               (a) and (b) of this paragraph may be exercised only where a
               Margin Deficit or a Margin Excess exceeds an agreed amount or an
               agreed percentage of the aggregate of the Repurchase Prices of
               the relevant Transactions.

                                        4

<PAGE>

                (e) The parties may agree that their respective rights under
         sub-paragraphs (a) and (b) of this paragraph (to require the
         elimination of a Margin Deficit or a Margin Excess, as the case may be)
         may be exercised in respect of an individual Transaction whenever &
         Margin Deficit or Margin Excess (calculated on the basis that 
         Transaction is the only Transaction then outstanding) exists with
         respect to it.

                (f) Where the Seller or Buyer becomes obliged under either of
         sub-paragraph (a) or (b) of this paragraph to pay money or to transfer
         Securities or Equivalent Securities, it shall pay or transfer the same
         within the minimum period specified in Annex I or, if no period is
         there specified, such minimum period as is customarily required for the
         settlement or delivery of money, Securities or Equivalent Securities of
         the relevant kind.

         5. Income Payments
                Unless otherwise agreed, where a particular Transaction's Term
         extends over an Income payment date in respect of any Securities
         subject to that Transaction, Buyer shall on the date such Income is
         paid transfer to or credit to the account of Seller an amount equal to
         (and in the same currency as) such Income payment or payments.

         6. Payment and Transfer
                (a) Unless otherwise agreed, all money paid hereunder shall be
         in immediately available, freely convertible funds of the relevant
         currency. All Securities transferred hereunder (i) shall be in suitable
         form for transfer and shall be accompanied by duly executed instruments
         of transfer or assignment in blank (where required for transfer) and
         such other documentation as the transferee party may reasonably
         request, or (ii) shall be transferred through the book entry system of
         Euroclear or CEDEL, or (iii) shall be transferred through any other
         agreed securities clearance system, or (iv) shall be transferred by any
         other method mutually acceptable to Seller and Buyer.
                (b) Unless otherwise agreed, all money payable by one party to
         the other in respect of any Transaction shall be paid free and clear
         of, and without withholding or deduction for, any taxes or duties of
         whatsoever nature imposed, levied, collected, withheld or assessed by
         any authority having power to tax, unless the withholding or deduction
         of such taxes or duties is required by law. In that event, unless
         otherwise agreed, the paying party shall pay such additional amounts as
         will result in the net amounts receivable by the other party (after
         taking account of such withholding or deduction) being equal to such
         amounts as would have been received by it had no such taxes or duties
         been required to be withheld or deducted.
                (c) Unless otherwise agreed in writing between the parties,
         under each Transaction transfer of Purchased Securities by Seller and
         payment of Purchase Price payable by Buyer against the transfer of such
         Purchased Securities shall be made simultaneously and transfer of
         Equivalent Securities by Buyer and payment of Repurchase Price payable
         by Seller against the transfer of such Equivalent Securities shall be
         made simultaneously.
                (d) In the case of any Transaction where, pursuant to the
         provisions of this Agreement, a party performs an obligation to
         transfer Securities or to pay money at a time when the other party, in
         accordance with this Agreement, is required to perform an obligation to
         pay money or transfer Securities simultaneously with the performance of
         the first party's obligation but, nevertheless, the second party's
         obligation is not performed simultaneously, the second party shall hold
         on trust for the first party any assets (including money or Securities)
         that it receives from the first party prior to the performance of its
         own obligation being completed provided always that the second party
         shall be at liberty to dispose of any such assets to the extent such
         disposal occurs in the ordinary course of its business and provided
         further that any such trust shall terminate upon the completion of the
         performance of the aforesaid obligations of the second party or
         disposal of such assets whichever shall first occur.
                (e) Subject to and without prejudice to the provisions of
         sub-paragraph 6(c), either party may from time to time in accordance
         with market practice and in recognition of the practical difficulties
         in arranging simultaneous delivery of Securities and money waive in
         relation to any Transaction its rights under this Agreement to receive
         simultaneous transfer and/or payment provided that transfer and/or
         payment shall. notwithstanding such waiver, be made on the Same day and
         provided also that no such waiver in respect of one Transaction shall
         affect, or bind it in respect of, any other Transaction.
                 (f) The parties shall execute and deliver all necessary
         documents and take all necessary steps to procure that all right, title
         and interest in any Purchased Securities and any Equivalent Securities
         shall pass to the party to which transfer is being made upon transfer
         of the same in accordance with this Agreement, free from all
         liens, claims, charges and encumbrances.

                                        5

<PAGE>

                 (g) Notwithstanding the use of expressions such as "Repurchase
           Date", "Repurchase Price", "Margin", "Margin Excess" and Margin
           Deficit which are used to reflect terminology used in the market for
           transactions of the kind provided for in this Agreement, all right,
           title and interest in and to Securities and money transferred or paid
           under this Agreement Shall pass to the transferee upon transfer or
           payment (subject to the trust provided for in paragraph 6(d) of this
           Agreement), the obligation of the party receiving Purchased
           Securities being an obligation to transfer Equivalent Securities. For
           the avoidance of doubt all right, title and interest in and to
           Securities and money transferred or paid pursuant to paragraphs 4(a)
           and (b) shall pass in like manner.
                   (h) Time shall be of the essence in this Agreement.
                   (i) Subject to paragraph 10 hereof, all amounts in the same
           currency payable by each party to the other under any Transaction or
           hereunder on the same date shall be combined in a single calculation
           of a net amount payable by one party to the other.
                   (j) Subject to paragraph 10 hereof, all Securities of the
            same issue, denomination, currency and series, transferable by each
            party to the other under any transaction or hereunder on the same
            date shall be combined in a single calculation of a net quantity of
            Securities transferable by one party to the other.

            7. Contractual Currency
                   (a) All the payments made in respect of the Purchase Price or
            the Repurchase Price of any Transaction shall be made in the
            currency of the Purchase Price (the "CONTRACTUAL CURRENCY") save as
            provided in paragraph 10(b)(ii). Notwithstanding the foregoing, the
            payee of any money may, at its option, accept tender thereof in any
            other currency, provided, however, that, to the extent permitted by
            applicable law. the obligation of the payer to pay Such money will
            be discharged only to the extent of the amount of original currency
            that such payee may, consistent with normal banking procedures,
            purchase with such other currency (after deduction of any premium
            and costs of exchange) for delivery on the second Business Day
            following its receipt of such currency.
                   (b) If for any reason the amount in the original currency
            received by a party, including amounts received after conversion of
            any recovery under any judgment or order expressed in a currency
            other than the original currency, Falls short of the amount in the
            original currency due and payable, the party required to make the
            payment will, as a separate and independent obligation, to the 
            extent permitted by applicable law, immediately transfer such 
            additional amount in the original currency as may be necessary to 
            compensate for the shortfall.
                    (c} If for any reason the amount in the original currency
            received by a party exceeds the amount of the original currency due
            and payable, the party, receiving the transfer will refund promptly
            the amount of such excess.

             8. Substitution
                    In relation to any Transaction, at any time between the
            Purchase Date and the Repurchase Date Seller may, subject to
            agreement with and acceptance by Buyer, substitute other Securities
            for any Purchased Securities, provided, however, that such
            substitute Securities shall have a Market Value at least equal to
            the Market Value of the Purchased Securities for which they are
            substituted as at the date of substitution. Such substitution shall
            be made by transfer to Buyer of such other Securities and
            simultaneous transfer to Seller of the relevant amount of Equivalent
            Securities in respect of the Purchased Securities being substituted.
            Where ether or both of such transfers is or are settled on a payment
            against delivery basis the parties shall make such payments as
            between each other as will ensure that the aggregate amount paid by
            each party equals the aggregate amount received by it. After
            substitution, the substituted Securities shall be deemed to be
            Purchased Securities and the original Purchased Securities so
            substituted shall cease to be Purchased Securities.

             9. Representations
                    Each party represents and warrants to the other that (i) it
             is duly authorized to execute and deliver this Agreement, to enter
             into the Transactions contemplated hereunder and to perform its
             obligations hereunder and thereunder and has taken all necessary
             action to authorize such execution, delivery and performance, (ii)
             it will engage in this Agreement and the Transactions contemplated
             hereunder as principal, (iii) the person signing this Agreement on
             its behalf is, and any person representing it in entering into a
             Transaction will have been, duly authorized to do so on its behalf,
             (iv) it has obtained all authorizations of any governmental body
             required in connection with this Agreement and the Transactions
             contemplated hereunder and such authorizations are in full force
             and effect, (v) the execution, delivery and performance of

                                        6

<PAGE>

  this Agreement and the Transactions contemplated hereunder will not violate
  any law, ordinance, charter. by-law or rule applicable to it or any agreement
  by which it is bound or by which any of its assets are affected, (vi) it has
  satisfied itself and will continue to satisfy itself as to the tax
  implications, if any, of the Transactions contemplated hereunder, (vii) when
  acting as Seller, at the time of transfer to the Buyer of any Purchased
  Securities it will have the full and unqualified right to make such transfer
  and that upon such transfer of Purchased Securities the Buyer will receive the
  same free and clear of any lien, claim, charge or encumbrance, (viii) when
  acting as Buyer, at the time of transfer to the Seller of any Equivalent
  Securities it will have the full and unqualified right to make such transfer
  and that upon such transfer of Equivalent Securities the Seller will receive
  the same free and clear of any lien, claim, charge or encumbrance and (ix)
  when acting as Seller, the paying and collecting arrangements applied in
  relation to any Purchased Securities prior to their transfer to the Buyer will
  not have resulted in the payment of any Income to the Seller in respect of
  such Purchased Securities under deduction or withholding for or on account of
  UK tax. On the date on which any Transaction is entered into pursuant hereto,
  and on each day on which Securities or Equivalent Securities are to be
  transferred under any Transaction, Buyer and Seller shall each be deemed to
  repeat all the foregoing representations made by it. For the avoidance of
  doubt and notwithstanding any arrangements which the Seller or the Buyer may
  have with any third party, each party will be liable as a principal for its
  obligations under this Agreement and each Transaction.

  10. Events of Default
         If any of the following events (each an "Event of Default") occurs in
  relation to either party (the "Defaulting Party", the other party being the
  "Non-defaulting Party") whether acting as Seller or Buyer (i) Buyer fails to
  pay the Purchase Price or Seller fan's to deliver Securities upon the
  applicable Purchase Dale or Seller fan's to pay the Repurchase Price or Buyer
  fan's to deliver Equivalent Securities upon the applicable Repurchase Date,
  and the non-Defaulting Party serves written notice on the Defaulting Party, or
  (ii) Seller or Buyer fails. after one Business Day's written notice, to comply
  with paragraph 4 hereof, and the non-Defaulting Party serves written notice on
  the Defaulting Party, or (iii) Buyer fan's to comply with paragraph S hereof,
  and the non-Defaulting Party serves written notice on the Defaulting Party, or
  (iv) an Act of Insolvency occurs with respect to Seller or Buyer and (except
  in the case of an Act of Insolvency which is the presentation of a petition
  for winding-up or any analogous proceeding or the appointment of a liquidator
  or analogous officer of the Defaulting Party in which case no such notice
  shall be required) the non-Defaulting Party serves notice on the Defaulting
  Party, or (v) any representations made by Seller or Buyer shall have been
  incorrect or untrue in any material respect when made or repeated or deemed to
  have been made or repeated, and the non-Defaulting Party serves written notice
  on the Defaulting Party, or (vi) Seller or Buyer shall admit to the other its
  inability to, or its intention not to, perform any of its obligations
  hereunder and/or in respect of any Transaction and the non-Defaulting Party
  serves written notice on the Defaulting Party, or (vii) Seller or Buyer shall
  be suspended or expelled from membership of or participation in any securities
  exchange or association or other self regulating organization, or suspended
  from dealing in securities by any government agency, or any of the assets of
  either of them or the assets of investors held by these or to their order
  shall be transferred or ordered to be transferred to a trustee by a regulatory
  authority pursuant to any securities regulating legislation and the
  non-Defaulting Party serves notice on the Defaulting Party, or (viii) Seller
  or Buyer shall fail to perform any other of its obligations hereunder and
  shall not remedy such failure within 30 days after the non-Defaulting Party
  serves written notice relating to such failure on it; then:
                (a) the Repurchase Date for each Transaction hereunder shall be
        deemed immediately to occur,
                (b) (i) the Default Market Value of the Equivalent Securities
        to be transferred and the Repurchase Prices to be paid by each party
        shall be established by the non-Defaulting Party for all Transactions
        as at the Repurchase Date; and
                    (ii) on the basis of the sums so established an account
         shall be taken (as at the Repurchase Date) of what is due from each
         party to the other under this Agreement (on the basis that each party's
         claim against the other in respect of the transfer to it of Equivalent
         Securities under this Agreement equals the Default Market Value
         therefor) and the sums due from one party shall be set-off against the
         sums due from the other and only the balance of the account shall be
         payable (by the party having the claim valued at the lower amount
         pursuant to the foregoing) and such balance shall be due and payable on
         the Repurchase Date For the purposes of this calculation. all sums not
         denominated in the Base Currency shall be converted into the Base
         Currency on the relevant date at the Spot Rate; and
                    (iii) interest shall accrue (as well after as before
          judgement) on any sum payable by the Defaulting Party to the
          non-Defaulting Party under this sub-paragraph 10(b) at LIBOR on a day
          to day basis from the date on which such sum becomes due and payable
          to the date of payment:

                                        7

<PAGE>

                (c) the Defaulting Party shall be liable to the non-Defaulting
         Party for the amount of all reasonable legal and other expenses
         incurred by the non-Defaulting Party in connection with or as a
         consequence of an Event of Default, together with interest thereon at
         LIBOR or (in the case of an expense attributable to a particular
         Transaction, and if greater than LIBOR) the Pricing Rate for the
         relevant Transaction; and
                (d) the non-Defaulting Party shall have, in addition to its
         rights hereunder, any rights otherwise available to it under any other
         agreement or applicable law.

  Each party shall immediately notify the other if an Event of Default occurs in
  relation to it.

  11. Withholding of Payment or Delivery
         Without prejudice to the provisions of paragraph 10 hereof, in the case
  of transfers to be made otherwise than on a payment against delivery basis,
  neither party shall be obliged on any Repurchase Date to transfer Equivalent
  Securities or to pay the Repurchase Price to the other in respect of a
  particular Transaction unless it is satisfied that the other party will pay or
  deliver to it on such date the Repurchase Price or, as the case may be, the
  relevant Equivalent Securities. If it is not so satisfied it shall by not
  later than the time, if any, specified in Annex I notify the other party sad
  request assurances of that other party's ability to make such delivery or
  payment to it, as the case may be, and unless the other party gives such
  assurances which are reasonably adequate to the notifying party, the notifying
  party shall (provided ;t is itself in a position, and willing, to perform its
  own obligations) be entitled to withhold delivery or payment to the other
  party (but where it exercises such entitlement it shall immediately give
  notice thereof to the other party) and in this event the procedures set out in
  paragraph 10(b) hereof shall have effect and be applied (on the basis that
  such other party is the Defaulting Party) but only in relation to the
  particular Transaction in question and for this purpose the Contractual
  Currency of that Transaction shall be treated as the 3ase Currency.

   12. Interest
          Without prejudice to the provisions of paragraph 10 hereof and to the
  extent permitted by applicable law, if any sum of money payable hereunder or
  under any Transaction is not paid when due, interest shall accrue on such
  unpaid sum as a separate debt at the greater of the Pricing Rate for the
  Transaction to which such sum relates (where such sum is referable to s
  Transaction) and LIBOR on a 360 day year basis, or a 365 day year basis, as
  shall have been agreed for this purpose, for the actual number of days during
  the period from and including the date on which payment was due to, but
  excluding, the date of payment.

   13. Single Agreement
          Buyer and Seller acknowledge that, and have entered into this
   Agreement and will enter into each Transaction hereunder in consideration of
   and in reliance upon the fact that, all Transactions hereunder constitute a
   single business and contractual relationship and have been mate in
   consideration of each other. Accordingly, each of Buyer and Seller agrees (i)
   to perform all of its obligations in respect of each Transaction hereunder,
   sad that a default in the performance of any such obligations shall
   constitute a default by it in respect of all Transactions hereunder. and (ii)
   that payments, deliveries and other transfers made by either of them in
   respect of any Transaction shall be deemed to have been made in consideration
   of payments, deliveries and other transfers in respect of any other
   Transactions hereunder.

   14. Notices and Other Communications
          Unless another address has been specified in writing by the party to
   whom any notice or other communication is to be given hereunder, all such
   notices or other communications shall be in writing in the English language
   and shall be delivered personally or sent by mail (first class mail in the UK
   and by air mail if overseas) or by telex or by telefax. and delivered at the
   respective addresses set forth in Annex III hereto or to such other person,
   address, telex number or telefax number as either party may specify by notice
   in writing to the other.

           In the absence of evidence of earlier receipt, any notice or other
   communication shall be deemed to have been duly given:--

                  (a) if delivered personally, when left at the address referred
                      to above
                  (b) if sent by mail other than air mail, two days after
                      posting it:
                  (c) if sent by air mail. six days after posting it;

                                        8

<PAGE>

                   (d) if sent by telex, when the proper answer-back is
                       received; and 
                   (e) if sent by facsimile transmission, on the date that
                       transmission is received by a responsible employee of
                       the recipient in legible form, it being agreed that the
                       burden of proving receipt will be on thc sender and will
                       not be met by a transmission report generated by the
                       sender's facsimile machine

            15. Entire Agreement; Severability
                   This Agreement shall supersede any existing agreements
            between the parties containing general terms and conditions for
            Transactions. Each provision and agreement herein shall be treated
            as separate from any other provision or agreement herein and shall
            be enforceable notwithstanding the unenforceability of any such
            other provision or agreement.

            16. Non-assignability; Termination of Agreement
                   The rights and obligations of the parties under this
            Agreement and under any Transaction shall not be assigned. charged
            or otherwise dealt with by either party without the prior written
            consent of the other party. Subject to thc foregoing, this Agreement
            and any Transactions shall be binding upon ant shall inure to the
            benefit of the parties and their respective successors and assigns.
                   This Agreement may be terminated by either party upon giving
            written notice to the other, except that this Agreement shall.
            notwithstanding such notice, remain applicable to any Transactions
            then outstanding.
                   All remedies hereunder shall survive Termination in respect
            of the relevant Transaction and termination of this Agreement.

            17.  Governing Law
                   This Agreement shall be governed by and construed in
            accordance with the laws of England. Buyer and Seller hereby
            irrevocably submit for all purposes of or in connection with
            this Agreement and each Transaction to the jurisdiction of the
            Courts of England.
                   Party A hereby appoints the person identified in Annex [V
            hereto as its agent to receive on its behalf service of process in
            such courts. Party A shall promptly appoint, and notify Party B of
            the identity of, a new agent in England if such agent ceases to be
            its agent.
                    Party B hereby appoints the person identified in Annex V
            hereto as its agent to receive on its behalf service of process in
            such courts. Party B shall promptly appoint, and notify Party A of
            the identity of, a new agent in England if such agent ceases to be
            its agent.
                   Nothing in this paragraph shall limit the right of any party
            to take proceedings in the courts of any other country of competent
            jurisdiction.

            18. No Waivers, Etc
                   No express or implied waiver of any Event of default by
            either party shall constitute a waiver of any other Event of Default
            and no exercise of any remedy hereunder by any party shall
            constitute a waiver of its right to exercise any other remedy
            hereunder. No modification or waiver of any provision of this
            Agreement and no consent by any party to a departure herefrom shall
            be effective unless and until such modification, waiver or consent
            shall be in writing and duly executed by both of the parties hereto.
            Without limitation on any of the foregoing, the failure to give &
            notice pursuant to sub-paragraphs 4(a) or 4(b) hereof will not
            constitute a waiver of any right to do so at a later date.

             19. Waiver of Immunity
                   Each party hereto hereby waives, to the fullest extent
            permitted by applicable law, all immunity (whether on the basis of
            sovereignty or otherwise) from jurisdiction, attachment (both before
            and after judgment) and execution to which it might otherwise h
            entitled in any action or proceeding in the Courts of

                                        9

<PAGE>

              England or of any other country or jurisdiction. relating in any
              way to this Agreement or any Transaction, and agrees that it will
              not raise, claim or cause to be pleaded any such immunity at or in
              respect of any such action or proceeding.

<TABLE>
<CAPTION>
              <S>                                         <C>

              CS FIRST BOSTON (HONG KONG) LIMITED         LENNAR FINANCIAL SERVICES, INC.

              By /s/ Terrence B. Clarke                   By /s/ Janice Munoz
                 --------------------------------            ----------------------------
              Title Terrence B. Clarke                    Title VP/Treasurer
                    Vice President

              Date June 22, 1996                          Date 6/13/96
</TABLE>

                                       10

<PAGE>


                                     ANNEX I

                        Supplemental Terms or Conditions

       Paragraph references are to paragraphs in the Agreement.

       1. The following elections shall apply:

           (a) paragraph 2(c). The Base Currency shall be: U.S. Dollars.

                  (i) for the purposes of paragraph 4 hereof, U.S. Dollars.

                  (ii)  for the purposes of paragraph 10 hereof, where the
                        Defaulting Party is Party A, U.S. Dollars and where the
                        Defaulting Party is Party B, U.S. Dollars or the
                        currency of incorporation of Party A.

           (b)    paragraph 2(r). The pricing source for calculation of Market
                  Value shall be Telerate, Reuters or Bloomberg.

           (c)    paragraph 2(bb). Spot Rate: If applicable, to be as defined in
                  paragraph 2(bb) or as is otherwise agreed by the parties
                  hereto.

           (d)    paragraph 3(b). Both Seller and Buyer to deliver a
                  Confirmation in respect of each Transaction.

           (e)    paragraph 4(c). Attribution to Transactions of money or
                  Securities transferred under margin maintenance provisions
                  will be as mutually agreed upon by both parties at the time of
                  each Transaction.

           (f)    paragraph 4(e). Margin maintenance provisions to apply on a
                  net aggregate basis.

           (g)    paragraph 4(f). Delivery period for margin calls to be
                  standard practice in the principal financial center of the
                  country of which the currency in which the Purchase Price and
                  Repurchase Price are denominated in the official currency.

           (h)    paragraph 11. Latest time, if any, for issue of request for
                  assurance under paragraph 11 to be: twenty-four hours (24)
                  London time.

           (i)    paragraph 12. Interest calculated on a basis according to the
                  agreed terms of the transaction and specified in the
                  Confirmation and if not so specified on an actual/360 basis.

       2. The following Supplement Terms and Conditions shall apply:

           Pursuant to the terms of Paragraph 1 of the Global Master Repurchase
           Agreement (the "Agreement"), Buyer and Seller agree to be governed by
           the Supplemental Terms and Conditions stated herein. To the extent
           that any provisions in these Supplemental Terms and Conditions are in
           conflict with provisions contained in the Agreement the provisions of
           these Supplemental Terms and Conditions shall prevail.

                                     11 - a

<PAGE>

      1. All Transactions under the Agreement shall constitute sales and
         purchases of Securities. Notwithstanding any other language to the
         contrary, this Agreement will constitute a Securities Lending Agreement
         under Internal Revenue Code Section 1058 for U.S. Federal income tax
         purposes. As such, any reference to "sell", "payment", or any
         derivation thereof, shall be replaced with the word "transfer". For the
         avoidance of doubt, absolute title to all Purchased Securities shall
         pass to the Buyer and nothing in this Agreement shall prevent the Buyer
         from engaging in transactions with the Purchased Securities but no such
         transaction shall relieve the Buyer of its obligations to deliver
         Equivalent Securities to the Seller pursuant to this Agreement, or of
         the Buyer's obligations under Paragraph 5 hereof (as amended by
         Paragraph 5 of these Supplemental Terms and Conditions).

       2. Paragraph I is amended by deleting the words "at a date certain or" in
          the first sentence thereof.

       3. The last sentence of Paragraph 3(b) of the Agreement is amended to
          read as follows:

                 "In the event of any conflict between the terms of such
                 Confirmation and this Agreement, such Confirmation shall
                 prevail."

       4.  Paragraph 3(c)(i) is amended by adding the words "but under no
           circumstances shall such notice exceed 5 business days" after the
           word "kind". Paragraph 3(c)(ii) is amended by deleting the words
           "and, in the case of fixed term Transactions on the date fixed for
           Termination".

       5.  Income payments on the Securities subject to Transactions under the
           Agreement pursuant to Paragraph 6(b) shall be treated as follows:

            (1) DEDUCTION OR WITHHOLDING FOR TAX

                   Each party agrees to be liable to the relevant taxing
                   authority for the full amount of any Taxes required by
                   governing law to be deducted or withheld from payments or
                   distributions of income that the party receives from the
                   issuer of the Securities ("Income Payments"). AU payments
                   made by one party to the other party in respect of any
                   Transaction pursuant to this Agreement, including any Income
                   Payments payable by the Buyer to the Seller, shall be made
                   free and clear of, and without any, withholding or deduction
                   for or on account of any Taxes, unless such withholding or
                   deduction is required by any applicable law, as modified by
                   the practice of any relevant governmental revenue authority.
                   If such withholding or deduction is so required, then the
                   payor shall (i) promptly notify the payee of such
                   requirement, (ii) pay to the relevant authorities the full
                   amount required to be deducted or withheld promptly upon
                   learning that such deduction or withholding is required (iii)
                   promptly forward to the payee an official receipt (or
                   certified copy), or other such documentation, evidencing such
                   payment to such authorities, and (iv) pay to the payee such
                   additional amounts as are necessary to yield and remit to the
                   payee an amount which, after deduction of all Taxes
                   (including any Taxes imposed on the additional amounts) so
                   withheld or deducted, equals the full amount that the payee
                   would have received had no such withholding or deduction been
                   required; provided, however, that in no event will Seller be
                   entitled to receive any amount in respect of any Income
                   Payment greater than Seller would have received had it not
                   entered into the relevant Transaction. If (i) the payor fails
                   to timely remit the appropriate amount to the relevant
                   governmental revenue authority in respect of any amount that
                   the payor is required to withhold or deduct from any payment
                   to the payee, and (ii) a liability for such amount is
                   assessed directly against the payee, then the payor shall in
                   addition to its liability to pay additional amounts to the
                   payee pursuant to the preceding sentence, be liable to the
                   payee for any interest or penalties that are thereby imposed
                   upon the

                                     11 - b
<PAGE>

                   payee by reason of such failure by the payor. In the
                   event of the Buyer failing to remit, either directly or
                   through its agent, the full amount owing to the Seller
                   pursuant to this Agreement, the Buyer hereby undertakes to
                   pay interest to the Seller (upon demand) on the amount due
                   and outstanding at the rate of the LIBOR Rate as it
                   fluctuates from day to day plus 1%. Such sum shall accrue
                   daily commencing on and inclusive of the third Business Day
                   after the relevant payment date, unless otherwise agreed
                   between the Parties.

             (2) TAX COVENANTS
                    (A)    Party A agrees to complete accurately and in a manner
                           reasonably satisfactory to Party B, and to execute
                           and deliver to Party B, a United States Internal
                           Revenue Service Form W-8 and a United States Internal
                           Revenue Service Form 1001, or any successor forms,
                           (i) upon the execution of this Agreement, (ii)
                           promptly, upon reasonable demand by Party B, and
                           (iii) promptly, upon learning that any such form
                           previously provided by Party A has become obsolete or
                           incorrect;

                    (B)    Party A agrees to complete accurately and in a manner
                           reasonably satisfactory to Party B, and to execute
                           and deliver to Party B, a United States Internal
                           Revenue Service Form 4224, or any successor form, in
                           respect of any payments received or to be received by
                           Party A in connection with this Agreement that are
                           effectively connected or otherwise attributable to
                           its conduct of a trade or business in the United
                           States (i) before the first date on which any such
                           payment is or may be so connected or attributable,
                           (ii) promptly, upon reasonable demand by Party B, and
                           (iii) promptly, upon learning that any such form
                           previously provided has become obsolete or incorrect;
                           and

                    (C)     Each party agrees to complete (accurately and in a
                            manner reasonably satisfactory to the other party),
                            execute, arrange for any required certification of,
                            and deliver to the other party or such government or
                            taxing authority as the other party directs, any
                            form or document that may be required or reasonably
                            requested in order to assist or enable the other
                            party to secure the benefit of any available
                            exemption or relief from any deduction or
                            withholding on account of any Tax or, if there is no
                            available exemption or relief as aforesaid, to
                            secure the benefit of any reduced rate of deduction
                            or withholding, in respect of any payment under this
                            Agreement, promptly upon the earlier of: (I)
                            reasonable demand by the other party, and (ii)
                            learning that the form or document is so required.

                    For purposes of subparagraph 6(b)(1) of this Agreement,
                    Seller's failure to comply with or perform any tax covenant
                    provided for hereunder will terminate Buyer's obligation to
                    pay any additional amount to Seller to the extent such
                    additional amount would not be required to be paid but for
                    such failure.

             (3) EARLY TERMINATION DUE TO TAX EVENT

                    In the event a Tax Event occurs with respect to a party to
                    this Agreement, at the option of such party (exercised by
                    written notice to the other party, such notice being treated
                    as a demand pursuant to paragraph 3(c) of this Agreement),
                    the Repurchase Date for the Transaction with respect to
                    which the Tax Event occurred shall be immediately deemed to
                    occur and such Repurchase Date shall be treated as the date
                    of determination for purposes of calculating the Repurchase
                    Price.
                                     11 - c

<PAGE>

                The occurrence with respect to either party of any of the
                following events will constitute a Tax Event for purposes of
                this subparagraph:

                 (A)   the party shall be required on the next succeeding
                       payment date to pay to the other party an additional
                       amount under subparagraph 6(b)(1) as a result of a Change
                       in Tax Law;

                 (B)   there is a substantial likelihood that the party will be
                       required on the next succeeding payment date to pay to
                       the other party an additional amount under subparagraph
                       6(b)(1) and such substantial likelihood results from an
                       action taken by a taxing authority or court of competent
                       jurisdiction, on or after the date on which such
                       Transaction was entered into (regardless of whether such
                       action was taken or brought with respect to a party to
                       this
                        Agreement); or

                 (C)   the party will be required on the next succeeding payment
                       date to pay to the other party an additional amount under
                       subparagraph 6(b)(1) as a result of a consolidation,
                       amalgamation, merger or transfer of substantially all of
                       the assets of such other party by such other party.

           (4)   STAMP TAX

                 Each party agrees that it will pay any Stamp Tax levied or
                 imposed upon it or in respect of its execution or performance
                 of this Agreement by a jurisdiction in which it is
                 incorporated, organized, managed and controlled, or is
                 considered to have its seat, or in which a branch or office
                 through which it is acting for the purpose of this Agreement is
                 located (a "Stamp Tax jurisdiction") and will indemnify the
                 other party against any Stamp Tax levied or imposed upon the
                 other party or h respect of the other party's execution or
                 performance of this Agreement by any such Stamp Tax
                 Jurisdiction which is not also a Stamp Tax Jurisdiction with
                 respect to the other party. Notwithstanding the foregoing if a
                 party becomes a Defaulting Party under this Agreement, then
                 such party agrees to indemnify the other party for any Stamp
                 Taxes imposed upon such other party by reason of such other
                 party's enforcement and protection, as a result of such other
                 default, of its rights under this Agreement or any related
                 credit support document.

            (5)   DEFINITIONS

                  (A)    "Change in Tax Law" means the enactment, promulgation,
                         execution or ratification of, or any change in or
                         amendment to, any law (or h the application or official
                         interpretation of any law) that occurs on or after the
                         date on which the relevant Transaction is entered into.

                  (B)    "Law" includes any treaty, law, rule or regulation (as
                         modified, h the case of tax matters, by the practice of
                         any relevant governmental revenue authority either
                         generally or with respect to a party to this Agreement)
                         and "Change in Tax Law" shall be construed accordingly.

                  (C)    "Stamp Tax" means any stamp, registration,
                         documentation or similar tax.

                  (D)    "Tax" means any present or future tax, levy, impost,
                         duty, charge, assessment or fee of any nature that is
                         imposed by any government or other taxing authority in
                         respect of any payment under this Agreement.

                                     11 - d

<PAGE>

       6.   Notwithstanding any provision contained in this Agreement or in any
            additional terms or conditions contained in the Confirmation
            relating to any Transaction, Transactions in Securities shall be
            effected only if the Securities are (i) not listed h Hong Kong, (ii)
            not Hong Kong stock which is unlisted in Hong Kong, and (iii) in the
            event that Party B is a UK person or entity, are "securities" as
            defined in Section 710 of the United Kingdom Income and Corporations
            Taxes Act 1988.

        7.  In the event that Party B is a U.S. person or entity not registered
            as a broker-dealer in the U.S.:

            a.  Each Transaction made under the Agreement shall be confirmed by
                CS First Boston Corporation ("First Boston") as Agent for Buyer
                and Seller on Purchase Date by authenticated telecommunication
                and in writing, h accordance with Paragraph 3(b).

            b.  Notwithstanding the provisions of Paragraph 17, in those
                instances where a provision or term of this Agreement, these
                Supplemental Terms and Conditions, or any Confirmation expressly
                refers to statutes, regulations or laws of the United States or
                of any state thereof, such provision or term shall be construed
                in accordance with the applicable provision of the laws of the
                State of New York.

            c.   Notwithstanding anything to the contrary contained in the
                 Agreement, any Confirmation or any other agreements or
                 instruments delivered in connection with any Transaction
                 hereunder

                 (i)   First Boston, as a broker-dealer registered with the
                       U.S. Securities and Exchange Commission ("SEC"), will
                       arrange, as Agent for each of Buyer and Seller, each
                       Transaction to be entered into pursuant to this
                       Agreement h accordance with Rule l5a-6 promulgated
                       under the Securities Exchange Act of 1934 (the
                       "Exchange Act). As Agent, first Boston will be
                       responsible for (i) effecting and settling all such
                       Transactions in compliance with said Rule 15a-6, (ii)
                       issuing all required confirmations and statements to
                       Buyer and Seller in compliance with Rule 15c3-1 under the
                       Exchange Act, (iii) maintaining books and records
                       relating to such Transactions as required by Rules 17a-3
                       and 17a-4 under the Exchange Act, and (iv) if requested
                       by Buyer or Seller, receiving, delivering, and
                       safeguarding such party's funds and securities in
                       connection with such Transactions in compliance with Rule
                       15c3-3 under the Exchange Act.

                 (ii)  First Boston is participating in each Transaction solely
                       as Agent for Buyer and Seller. first Boston shall have no
                       responsibility or personal liability to Buyer and Seller
                       arising from any failure of Buyer or Seller to pay or
                       perform any obligation hereunder, including without
                       limitation, any obligation to maintain margin. Each of
                       Buyer and Seller agrees to proceed solely against the
                       other to collect or recover any securities or monies
                       owing to it in connection with or as a result of any
                       Transaction or otherwise hereunder. first Boston shall
                       otherwise have no liability in respect of this Agreement
                       or any Transaction, except that First Boston shall be
                       liable for its gross negligence or willful misconduct, or
                       its failure to comply with applicable U.S. securities
                       laws and regulations, in performing its cubes as Agent
                       hereunder.

        8.   The first sentence of Paragraph 9 is amended by deleting the words
             "and (ix) when acting as Seller, the paying and collecting
             arrangements applied in relation to any Purchased Securities prior
             to their transfer to the Buyer will not have resulted in the
             payment of any Income to the Seller in respect of such Purchased
             Securities under deduction or withholding for or on account of U.K.
             tax".

                                     11 - e

<PAGE>

        9.   The second subparagraph of Paragraph 16 is amended by inserting the
             words "of not more than 5 days" after the words "written notice".

        CS FIRST BOSTON (HONG KONG)             LENNAR FINANCIAL SERVICES, INC.
        LIMITED

        By /s/ Terrence B. Clarke               By: Janice Munoz
           -----------------------------            ----------------------
        Name: Terrence B. Clarke                Name: Janice Munoz
        Title: Vice President                   Title: VP/Treasurer
               Legal & Compliance Department

         ACCEPTED AND AGREED TO SOLELY
         IN ITS CAPACITY AS AGENT:

         CS FIRST BOSTON CORPORATION


         By: /s/ Patricia H. Brady
             ---------------------------
         Name:    PATRICIA H. BRADY
         Title:       DIRECTOR

                                     11 - f

<PAGE>

                                    ANNEX II
                              Form of Confirmation

              To: ___________________________

              From: _________________________

              Date: _________________________

              Subject: Repurchase Transaction
                         (Reference Number:                     )

              Dear Sirs,

                     The purpose of this [letter]/[facsimile]/[telex] is to set
              forth the terms and conditions of the above repurchase transaction
              entered into between us on the Contract Date referred to below.

                     This confirmation supplements and Corms pan of and is
              subject to the Global Master Repurchase Agreement as entered into
              between us as of                       as the same may be amended
              from time to time (the "AGREEMENT"). All provisions contained in
              the Agreement govern this confirmation except as expressly
              modified below. Words and phrases defined in the Agreement and
              used in this confirmation shall have the same meaning herein as
              in the Agreement.

                1. Contract Date:

                2. Purchase Securities:

                3. CUSIP, CINS or other identifying number:

                4. Buyer:

                5. Seller:

                6. Purchase Date:

                7. Purchase Price:

                8. Contractual Currency:

                [9. Repurchase Date]:

                [9. Terminable on demand]:*

                10. Pricing Rate:

                11. Price Differential to be calculated on a [360/365]* tax year
                    basis:

                12. Percentage for calculating Buyer's Margin Amount:

                13. Percentage for calculating Seller's Margin Amount:

------------------
*Delete as appropriate

                                       12

<PAGE>

                 14. Buyer's Bank Account[s] Details:

                 15. Seller's Bank Account[s] Details:

                 [16. Additional Terms]:



                  Yours faithfully,

                                       13

<PAGE>

             Names and Addresses for Communications Between Parties

1.     Party A

CS FIRST BOSTON (HONG KONG) LIMITED
One Exchange Square
9th Floor
HONG KONG

Attn:  Terrence Clarke
       Tel: (852) 847-0553
       Fax: (852) 537-8159




2.     Party B

Lennar Financial Services, Inc.
730 N.W. 107th Avenue
4th Floor
Miami, Florida  33172

Attn:  Janice Munoz, Vice President and Treasurer
       Tel: (305) 229-6504
       Fax: (305) 229-6657

                                       14

<PAGE>

                                    ANNEX IV
           Name and Address of Party A's Agent for Service of Process




                                       15

<PAGE>


                                     ANNEX V
           Name and Address of Party B's Agent for Service of Process





                                       16

<PAGE>


       June 13, 1996

       CS First Boston Corporation
       55 East 52 Street
       New York, NY 10055

       ATTENTION: Wendy Sanfilippo, Credit Department

       Dear Sirs:

       LENNAR CORPORATION ("Guarantor") hereby unconditionally guarantees the
       full, complete, and prompt payment and performance by LENNAR FINANCIAL
       SERVICES, INC., LENNAR MBS, INC., LENNAR SECURITIES HOLDINGS, INC. AND
       LFS ASSET CORP. ("Obligors") of any and all liabilities, obligations, and
       undertakings now or hereafter owing by Obligor (the "Guaranteed
       Obligations") to CS First Boston Corporation ("CS First Boston"), or any
       of CS First Boston's affiliates or subsidiaries (collectively, the
       "Beneficiary"). Guarantor hereby agrees that if Obligor shall fail at any
       time to make due and punctual payment to any beneficiary of any
       Guaranteed Obligation then due and payable by Obligor to such
       beneficiary, Guarantor will forthwith pay such amount, without demand
       therefor.

       Guarantor hereby waives any requirement that any beneficiary take legal
       action against Obligor before enforcing this guarantee; agrees that its
       obligation hereunder shall be unconditional, irrespective of the
       validity, regularity, or enforceability of the Guaranteed Obligations;
       waives diligence, presentment, demand of payment or notice of any kind
       whatsoever; waives filing of claims with any court in case of the
       insolvency, reorganization, or bankruptcy of the Obligor; waives any
       fact, event, or circumstance which might otherwise constitute a legal or
       equitable defense to or discharge of a guarantor; covenants that this
       guarantee will not be discharged except by full, complete, and final
       payment to beneficiary of the Guaranteed Obligations; and agrees that
       this guarantee shall continue to be effective or be reinstated (as the
       case may be) if at any time all or any part of any payment, or interest
       thereon, by Obligor is avoided or must otherwise be restored by
       beneficiary.

       This guarantee is a continuing guarantee on the part of Guarantor, which
       shall be governed by the laws of the State of New York without giving
       effect to the conflict of law principles there of and shall remain
       effective until written notice of termination is delivered to CS First
       Boston's offices at the above address; provided, however, that
       notwithstanding notice of termination, this guarantee shall remain
       effective with respect to all obligations of Obligor incurred prior to CS
       First Boston's receipt of such notice. Guarantor agrees to pay, on
       demand, all out-of-pocket expenses (including legal fees and
       disbursements) incurred by beneficiary by reason of the enforcement and
       protection of its rights hereunder.

       LENNAR CORPORATION                     Attest:/s/ [ILLEGIBLE]
       -------------------------------               --------------------------
                                              Asst. Secretary
        By /s/ Allan J. Pekor                 Dated: June 13,1996
        Name: Allan J. Pekor
        (Corporate seal)
        Title: Financial Vice President                         (Corporate seal)