EXHIBIT 10.7

                          DONALDSON, LUFKIN & JENRETTE
                           DLJ Mortgage Capital, Inc.
  277 Park Avenue, 9th Floor, New York, New York 10172 /bullet/ (212) 892-3000

                                                                October 21, 1997

     LNR Property Corporation
     Lennar Capital Services, Inc.
     Nevada Securities Holdings, Inc.
     Lennar Securities Holdings, Inc.
     Lennar MBS, Inc.
     LFS Asset Corp.
     760 Northwest 107th Avenue - Suite 100
     Miami, Florida 33172

     Dear Sir/Madam:

      DLJ Mortgage Capital, Inc. (the "Buyer" or "DLJ") hereby agrees to enter
     into one or more reverse repurchase transactions with LNR Property
     Corporation, Lennar Capital Services, Inc., Nevada Securities Holdings,
     Inc., Lennar Securities Holdings, Inc., Lennar MBS, Inc. or LFS Asset Corp.
     (each a "Seller", or collectively "LNR"), pursuant to which DLJ shall, from
     time to time, purchase rated and non-rated Residential and Commercial
     Mortgage Pass-Through Securities (the "Securities"). The relevant Seller
     shall agree to repurchase such Securities on a specified date (each a
     "Transaction"), subject to the terms and conditions set forth in this
     letter and in a PSA MASTER REPURCHASE AGREEMENT (the "Repurchase
     Agreement") executed by DLJ and such Seller. Capitalized terms not defined
     herein shall have the respective meanings given such terms in the
     Repurchase Agreement.

      1. COLLATERAL:  Rated and non-rated Residential and Commercial Mortgage
         Pass-Through Securities.

      2. EFFECTIVE DATE: LNR hereby discloses that Lennar Corpoartion ("Lennar")
         will spin-off LNR to Lennar's shareholder's, the stock of LNR which
         will be traded on the New York Stock Exchange (the "Spin-Off"). The
         Effective Date of this letter agreement will be the date and time that
         the Spin-Off has occurred.

      3. TERMINATION: 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 shall terminate on or before October
         20, 1998. Subject to the agreement of both DLJ and LNR, and contingent
         on the continued sound financial condition of each Seller, DLJ will
         consider extending the term of this letter for an additional twelve
         months. Notice as to the consideration and determination of such
         extension shall be provided on or about 90 days prior to termination
         date.

      4. GUARANTEE: Prior to the date of the first Transaction, LNR Property
         Corporation shall provide a guarantee, in form and substance acceptable
         to DLJ, which shall guarantee the obligations of Lennar Securities
         Holdings, Inc. and Nevada Securities Holdings, Inc. (the

<PAGE>

         "Guaranteed Entities"), under any transaction pursuant to the relevant
         Repurchase Agreement and this letter, and shall, upon DLJ's request,
         provide customary legal opinions as to due authorization and
         enforceability.

      5. MAXIMUM AMOUNT: The aggregate Purchase Price of all Transactions
         outstanding with all Sellers at any one time shall not exceed
         $150,000,000. The aggregate amount outstanding to Lennar Capital
         Services, Inc., and its subsidiaries Lennar MBS, Inc. and LFS Asset
         Corp. (the "Non-Guaranteed Entities") at any one time shall not exceed
         $50,000,000 (the "Sub-Limit"). The Sub-Limit shall cease to apply at
         such time that LNR Property Corporation provides a guarantee for the
         Non-Guaranteed Entities, and there shall have been no material adverse
         change in the financial condition of LNR Property Corporation pursuant
         to paragraph 9 (a) below.

      6. COMMITMENT FEE: Prior to the date of the first Transaction, LNR shall
         pay a fee to DLJ of $75,000, representing 5 basis points of
         $150,000,000.

      7. SECURITIES DOCUMENTATION: At least thirty days prior to the execution
         of any Transaction, the relevant Seller shall provide to DLJ
         information required by DLJ in its sole discretion, including but not
         limited to, the related prospectus, pooling and servicing agreement,
         current remittance reports, price/yield tables, and a collateral tape
         containing property-related information so that DLJ may determine the
         Market Value of the Securities. The relevant Seller shall provide such
         information to the extent it has or can obtain same. On a monthly
         basis, such Seller shall provide to DLJ remittance reports, any
         material correspondence between such Seller and the respective Master
         Servicer or Special Servicer, (to the extent such Seller is not
         prohibited from providing such information in accordance with the
         pooling and servicing agreement), and such property level information
         that Buyer, in its sole discretion, deems necessary in determining the
         Market Value of the Securities.

      8. FIXED SPREAD AND MARGIN AMOUNT: As set forth in the following table,
         DLJ's Margin Amount for particular Securities which are the subject of
         a Transaction corresponds to the lowest Rating assigned to such
         Securities by either (i) a nationally recognized statistical rating
         organization (each a "Rating Agency") or, (ii) DLJ, in its sole
         discretion. DLJ reserves the right to review any rating assigned by any
         Rating Agency to any Securities which are subject to a Transaction on a
         case by case basis to determine the level of Margin Amount which DLJ,
         in its sole discretion, deems adequate:

 ------------------------------------------------------------------------------
    RATING               FIXED SPREAD OR PRICING RATE         DLJ'S MARGIN
                                                                 AMOUNT
 ------------------------------------------------------------------------------
 BB or higher        75 basis points plus one month LIBOR         120%
 ------------------------------------------------------------------------------

 ------------------------------------------------------------------------------
 B or higher         85 basis points plus one month LIBOR         125%
 ------------------------------------------------------------------------------

 ------------------------------------------------------------------------------
 Non-rated           112.5 basis points plus one month LIBOR      135%
 ------------------------------------------------------------------------------

<PAGE>

      9. PRICE DIFFERENTIAL: The price at which the Securities shall be
         repurchased by Seller on the Repurchase Date shall equal the Purchase
         Price plus the Price Differential which has accrued but has 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, as set forth in
         the above table shall initially be set on the Purchase Date of the
         Transaction.

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

         a) from and after the Effective Date, there shall have been a material
            adverse change in the business or financial condition of LNR
            Property Corporation or each Seller, as determined by DLJ in its
            sole discretion;

         b) with respect to rated Securities, the rating 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;

         c) there exists a pending or threatened action or proceeding affecting
            LNR Property Corporation or any of its subsidiaries before any
            court, governmental agency or arbitrator, that may materially and
            adversely affect the business or financial condition of LNR Property
            Corporation and/or each Seller; and

         d) an event or events occur resulting in the effective absence of a
            "Repo Market" for mortgage loans for a period of at least 30
            consecutive days, which causes DLJ's inability to finance the
            Certificates through such Repo Market with DLJ's customary repo
            counterparts.

     11. MARGIN DEFICIT: In the event that DLJ determines that the aggregate
         Market Value of the Securities has declined, after sending notice to
         the relevant Seller of a Margin Deficit, DLJ acknowledges that such
         Seller may provide to DLJ additional or different information during
         the cure period, if any, specified in the relevant Repurchase Agreement
         prior to which a margin call must be satisfied, which may be 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.

     12. GOVERNING LAW: This letter shall be construed in accordance with, and
         governed by, the law of the State of New York, without giving effect to
         the conflict of law principles thereof. LNR waives trial by jury and
         hereby irrevocably consents to the non-exclusive jurisdiction of any
         court of the State of New York, or in the United States District Court
         for the Southern District of New York. LNR hereby submits to, and
         waives any objection
<PAGE>

         it may have to personal jurisdiction and venue, in the courts of the
         State of New York and the United States District Court for the Southern
         District of New York, over any disputes arising out of or relating to
         the Repurchase Agreements or this letter.

    If the terms of this letter are satisfactory to you, please indicate your
    agreement and acceptance thereof by signing this letter and returning it to
    us, whereupon this letter shall become an agreement between us as of the
    date of this letter.

    Very truly yours,

    DLJ Mortgage Capital, Inc.

    By: /s/ JOHN A. FRAEL
            ---------------------
    Name:   John A. Frael

    Title:  Senior Vice President

    Agreed and Accepted:

    LNR Property Corporation

    By: /s/ SHELLY RUBIN
            ---------------------
    Name:   Shelly Rubin

    Title:  Vice President

    Lennar Capital Services, Inc.

    By: /s/ SHELLY RUBIN
            ---------------------
    Name:   Shelly Rubin

    Title:  Vice President

<PAGE>

    Nevada Securities Holdings, Inc.

    By: /s/ SHELLY RUBIN
            ---------------------
    Name:   Shelly Rubin

    Title:  Vice President

    Lennar Securities Holdings, Inc.

    By: /s/ SHELLY RUBIN
            ---------------------
    Name:   Shelly Rubin

    Title:  Vice President

    Lennar MBS, Inc.

    By: /s/ SHELLY RUBIN
            ---------------------
    Name:   Shelly Rubin

    Title:  Vice President

    LFS Asset Corp.

    By: /s/ SHELLY RUBIN
            ---------------------
    Name:   Shelly Rubin

    Title:  Vice President

<PAGE>

    PSA THE BOND MARKET
    TRADE ASSOCIATION

                                     MASTER
                              REPURCHASE AGREEMENT
                             SEPTEMBER 1996 VERSION

                                                   DATED AS OF OCTOBER 28, 1997

     BETWEEN:

     DLJ Mortgage Capital, Inc.

     and

     LFS Asset Corp.

    1. APPLICABILITY

       From time to time the parties hereto may enter into transactions in which
       one party ("Seller") agrees to transfer to the other ("Buyer") securities
       or other assets ("Securities") against the transfer of funds by Buyer,
       with a simultaneous agreement by Buyer to transfer to Seller such
       Securities at a date certain or on demand, against the transfer of funds
       by Seller. Each such transaction shall be referred to herein as a
       "Transaction" and, unless otherwise agreed in writing, shall be governed
       by this Agreement, including any supplemental terms or conditions
       contained in Annex I hereto and in any other annexes identified herein or
       therein as applicable hereunder.

    2. DEFINITIONS
 
       (a) "Act of Insolvency", with respect to any party, (i) the commencement
           by such party as debtor of any case or proceeding under any
           bankruptcy, insolvency, reorganization, liquidation, moratorium,
           dissolution, delinquency or similar law, or such party seeking the
           appointment or election of a receiver, conservator, trustee,
           custodian or similar official for such party or any substantial part
           of its property, or the convening of any meeting of creditors for
           purposes of commencing any such case or proceeding or seeking such an
           appointment or election, (ii) the commencement of any such case or
           proceeding against such party, or another seeking such an appointment
           or election, or the filing against a party of an application for a
           protective decree under the provisions of the Securities Investor
           Protection Act of 1970, which (A) is consented to or not timely
           contested by such party, (B) results in the entry of an order for
           relief, such an appointment or election, the issuance of such a
           protective decree or the entry of an order having a similar effect,
           or (C) is not dismissed within 15 days, (iii) the making by such
           party of a general assignment for the benefit of creditors, or (iv)
           the admission in writing by such party of such party's inability to
           pay such party's debts as they become due;

       (b) "Additional Purchased Securities", Securities provided by Seller to
           Buyer pursuant to Paragraph 4(a) hereof;

       (c) "Buyer's Margin Amount", with respect to any Transaction as of any
           date, the amount obtained by application of the Buyer's Margin
           Percentage to the Repurchase Price for such Transaction as of such
           date;

<PAGE>

       (d) "Buyer's Margin Percentage", with respect to any Transaction as of
           any date, a percentage (which may be equal to the Seller's Margin
           Percentage) agreed to by Buyer and Seller or, in the absence of any
           such agreement, the percentage obtained by dividing the Market Value
           of the Purchased Securities on the Purchase Date by the Purchase
           Price on the Purchase Date for such Transaction;

       (e) "Confirmation", the meaning specified in Paragraph 3(b) hereof;

       (f) "Income", with respect to any Security at any time, any principal
           thereof and all interest, dividends or other distributions thereon;

       (g) "Margin Deficit", the meaning specified in Paragraph 4(a) hereof;

       (h) "Margin Excess", the meaning specified in Paragraph 4(b) hereof;

       (i) "Margin Notice Deadline", the time agreed to by the parties in the
           relevant Confirmation, Annex I hereto or otherwise as the deadline
           for giving notice requiring same-day satisfaction of margin
           maintenance obligations as provided in Paragraph 4 hereof (or, in the
           absence of any such agreement, the deadline for such purposes
           established in accordance with market practice);

       (j) "Market Value", with respect to any Securities as of any date, the
           price for such Securities on such date obtained from a generally
           recognized source agreed to by the parties or the most recent closing
           bid quotation from such a source, plus accrued Income to the extent
           not included therein (other than any Income credited or transferred
           to, or applied to the obligations of, Seller pursuant to Paragraph 5
           hereof) as of such date (unless contrary to market practice for such
           Securities);

       (k) "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-per-year basis 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 determination
           (reduced by any amount of such Price Differential previously paid by
           Seller to Buyer with respect to such Transaction);

       (1) "Pricing Rate", the per annum percentage rate for determination of
           the Price Differential;

       (m) "Prime Rate", the prime rate of U.S. commercial banks as published in
           THE WALL STREET JOURNAL (or, if more than one such rate is published,
           the average of such rates);

       (n) "Purchase Date", the date on which Purchased Securities are to be
           transferred by Seller to Buyer;

       (o) "Purchase Price", (i) on the Purchase Date, the price at which
           Purchased Securities are transferred by Seller to Buyer, and (ii)
           thereafter, except where Buyer and Seller agree otherwise, such price
           increased by the amount of any cash transferred by Buyer to Seller
           pursuant to Paragraph 4(b) hereof and decreased by the amount of any
           cash transferred by Seller to Buyer pursuant to Paragraph 4(a) hereof
           or applied to reduce Seller's obligations under clause (ii) of
           Paragraph 5 hereof;

       (p) "Purchased Securities", the Securities transferred by Seller to Buyer
           in a Transaction hereunder, and any Securities substituted therefor
           in accordance with Paragraph 9 hereof. The term "Purchased
           Securities" with respect to any Transaction at any time also shall
           include Additional Purchased Securities delivered pursuant to
           Paragraph 4(a) hereof and shall exclude Securities returned pursuant
           to Paragraph 4(b) hereof;

       (q) "Repurchase Date", the date on which Seller is to repurchase the
           Purchased Securities from Buyer, including any date determined by
           application of the provisions of Paragraph 3(c) or 11 hereof;

       (r) "Repurchase Price", the price at which Purchased Securities are to be
           transferred from Buyer to Seller upon termination of a Transaction,
           which will be determined in each case (including Transactions
           terminable upon demand) as the sum of the Purchase Price and the
           Price Differential as of the date of such determination;

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<PAGE>

       (s) "Seller's Margin Amount", with respect to any Transaction as of any
           date, the amount obtained by application of the Seller's Margin
           Percentage to the Repurchase Price for such Transaction as of such
           date;

       (t) Seller's Margin Percentage", with respect to any Transaction as of
           any date, a percentage (which may be equal to the Buyer's Margin
           Percentage) agreed to by Buyer and Seller or, in the absence of any
           such agreement, the percentage obtained by dividing the Market Value
           of the Purchased Securities on the Purchase Date by the Purchase
           Price on the Purchase Date for such Transaction.

      3.   INITIATION; CONFIRMATION; TERMINATION

       (a) An agreement to enter into a Transaction may be made orally or in
           writing at the initiation of either Buyer or Seller. On the Purchase
           Date for the Transaction, the Purchased Securities shall be
           transferred to Buyer or its agent against the transfer of the
           Purchase Price to an account of 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 each Transaction (a "Confirmation").
           The Confirmation shall describe the Purchased Securities (including
           CUSIP 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, (iv) the
           Pricing Rate or Repurchase Price applicable to the Transaction, and
           (v) any additional terms or conditions of the Transaction not
           inconsistent with this Agreement. The Confirmation, together with
           this Agreement, shall constitute conclusive evidence of the terms
           agreed between Buyer and Seller with respect to the Transaction to
           which the Confirmation relates, unless with respect to the
           Confirmation specific objection is made promptly after receipt
           thereof. In the event of any conflict between the terms of such
           Confirmation and this Agreement, this Agreement shall prevail.

       c)  In the case of Transactions terminable upon demand, such demand shall
           be made by Buyer or Seller, no later than such time as is customary
           in accordance with market practice, by telephone or otherwise on or
           prior to the business day on which such termination will be
           effective. On the date specified in such demand, or on the date fixed
           for termination in the case of Transactions having a fixed term,
           termination of the Transaction will be effected by transfer to Seller
           or its agent of the Purchased Securities and any Income in respect
           thereof received by Buyer (and not previously credited or transferred
           to, or applied to the obligations of, Seller pursuant to Paragraph 5
           hereof) against the transfer of the Repurchase Price to an account of
           Buyer.

    4.     MARGIN MAINTENANCE

       (a) If at any time the aggregate Market Value of all Purchased Securities
           subject to all Transactions in which a particular party hereto is
           acting as Buyer is less than the aggregate Buyer's Margin Amount for
           all such Transactions (a "Margin Deficit"), then Buyer may by notice
           to Seller require Seller in such Transactions, at Seller's option, to
           transfer to Buyer cash or additional Securities reasonably acceptable
           to Buyer ("Additional Purchased Securities"), so that the cash and
           aggregate Market Value of the Purchased Securities, including any
           such Additional Purchased Securities, will thereupon equal or exceed
           such aggregate Buyer's Margin Amount (decreased by the amount of any
           Margin Deficit as of such date arising from any Transactions in which
           such Buyer is acting as Seller).

       (b) If at any time the aggregate Market Value of all Purchased Securities
           subject to all Transactions in which a particular party hereto is
           acting as Seller exceeds the aggregate Seller's Margin Amount for all
           such Transactions at such time (a "Margin Excess"), then Seller may
           by notice to Buyer require Buyer in such Transactions, at Buyer's
           option, to transfer cash or Purchased Securities to Seller, so that
           the aggregate Market Value of the Purchased Securities, after
           deduction

                                       3

<PAGE>


           of any such cash or any Purchased Securities so transferred, will
           thereupon not exceed such aggregate Seller's Margin Amount (increased
           by the amount of any Margin Excess as of such date arising from any
           Transactions in which such Seller is acting as Buyer).

       (c) If any notice is given by Buyer or Seller under subparagraph (a) or
           (b) of this Paragraph at or before the Margin Notice Deadline on any
           business day, the party receiving such notice shall transfer cash or
           Additional Purchased Securities as provided in such subparagraph no
           later than the close of business in the relevant market on such day.
           If any such notice is given after the Margin Notice Deadline, the
           party receiving such notice shall transfer such cash or Securities no
           later than the close of business in the relevant market on the next
           business day following such notice.

       (d) Any cash transferred pursuant to this Paragraph shall be attributed
           to such Transactions as shall be agreed upon by Buyer and Seller.

       (e) Seller and Buyer may agree, with respect to any or all Transactions
           hereunder, that the respective rights of Buyer or Seller (or both)
           under subparagraphs (a) and (b) of this Paragraph may be exercised
           only where a Margin Deficit or a Margin Excess, as the case may be,
           exceeds a specified dollar amount or a specified percentage of the
           Repurchase Prices for such Transactions (which amount or percentage
           shall be agreed to by Buyer and Seller prior to entering into any
           such Transactions).

       (f) Seller and Buyer may agree, with respect to any or all Transactions
           hereunder, that the respective rights of Buyer and Seller under
           subparagraphs (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 whenever such a Margin Deficit or a Margin
           Excess exists with respect to any single Transaction hereunder
           (calculated without regard to any other Transaction outstanding under
           this Agreement).

      5.   INCOME PAYMENTS

           Seller shall be entitled to receive an amount equal to all Income
           paid or distributed on or in respect of the Securities that is not
           otherwise received by Seller, to the full extent it would be so
           entitled if the Securities had not been sold to Buyer. Buyer shall,
           as the parties may agree with respect to any Transaction (or, in the
           absence of any such agreement, as Buyer shall reasonably determine in
           its discretion), on the date such Income is paid or distributed
           either (i) transfer to or credit to the account of Seller such Income
           with respect to any Purchased Securities subject to such Transaction
           or (ii) with respect to Income paid in cash, apply the Income payment
           or payments to reduce the amount, if any, to be transferred to Buyer
           by Seller upon termination of such Transaction. Buyer shall not be
           obligated to take any action pursuant to the preceding sentence (A)
           to the extent that such action would result in the creation of a
           Margin Deficit, unless prior thereto or simultaneously therewith
           Seller transfers to Buyer cash or Additional Purchased Securities
           sufficient to eliminate such Margin Deficit, or (B) if an Event of
           Default with respect to Seller has occurred and is then continuing at
           the time such Income is paid or distributed.

      6.   SECURITY INTEREST

           Although the parties intend that all Transactions hereunder be sales
           and purchases and not loans, in the event any such Transactions are
           deemed to be loans, Seller shall be deemed to have pledged to Buyer
           as security for the performance by Seller of its obligations under
           each such Transaction, and shall be deemed to have granted to Buyer a
           security interest in, all of the Purchased Securities with respect to
           all Transactions hereunder and all Income thereon and other proceeds
           thereof.

      7.   PAYMENT AND TRANSFER

           Unless otherwise mutually agreed, all transfers of funds hereunder
           shall be in immediately available funds. All Securities transferred
           by one party hereto to the other party (i) shall be in suitable form
           for transfer or shall be accompanied by duly executed instruments of
           transfer or assignment in blank and

                                          4

<PAGE>

           such other documentation as the party receiving possession may
           reasonably request, (ii) shall be transferred on the book-entry
           system of a Federal Reserve Bank, or (iii) shall be transferred by
           any other method mutually acceptable to Seller and Buyer.

      8.   SEGREGATION OF PURCHASED SECURITIES

           To the extent required by applicable law, all Purchased Securities in
           the possession of Seller shall be segregated from other securities in
           its possession and shall be identified as subject to this Agreement.
           Segregation may be accomplished by appropriate identification on the
           books and records of the holder, including a financial or securities
           intermediary or a clearing corporation. All of Seller's interest in
           the Purchased Securities shall pass to Buyer on the Purchase Date
           and, unless otherwise agreed by Buyer and Seller, nothing in this
           Agreement shall preclude Buyer from engaging in repurchase
           transactions with the Purchased Securities or otherwise selling,
           transferring, pledging or hypothecating the Purchased Securities, but
           no such transaction shall relieve Buyer of its obligations to
           transfer Purchased Securities to Seller pursuant to Paragraph 3, 4 or
           11 hereof, or of Buyer's obligation to credit or pay Income to, or
           apply Income to the obligations of, Seller pursuant to Paragraph 5
           hereof.

           ---------------------------------------------------------------------
           REQUIRED DISCLOSURE FOR TRANSACTIONS IN WHICH THE SELLER RETAINS
           CUSTODY OF THE PURCHASED SECURITIES
           ---------------------------------------------------------------------

           Seller is not permitted to substitute other securities for those
           subject to this Agreement and therefore must keep Buyer's securities
           segregated at all times, unless in this Agreement Buyer grants Seller
           the right to substitute other securities. If Buyer grants the right
           to substitute, this means that Buyer's securities will likely be
           commingled with Seller's own securities during the trading day. Buyer
           is advised that, during any trading day that Buyers securities are
           commingled with Seller's securities, they [will]* [may]** be subject
           to liens granted by Seller to [its clearing bank]* [third parties]**
           and may be used by Seller for deliveries on other securities
           transactions. Whenever the securities are commingled, Seller's
           ability to resegregate substitute securities for Buyer will be
           subject to Seller's ability to satisfy [the clearing]* [any]** lien
           or to obtain substitute securities.

           *  Language to be used under 17 C.F.R. ss. 403.4(e) if Seller is a
              government securities broker or dealer other than a financial
              institution.

           ** Language to be used under 17 C.F.R. ss. 403.5(d) if Seller is a
              financial institution.

      9.   SUBSTITUTION

       (a) Seller may, subject to agreement with and acceptance by Buyer,
           substitute other Securities for any Purchased Securities. Such
           substitution shall be made by transfer to Buyer of such other
           Securities and transfer to Seller of such Purchased Securities. After
           substitution the substituted Securities shall be deemed to be
           Purchased Securities.

       (b) In Transactions in which Seller retains custody of Purchased
           Securities, the parties expressly agree that Buyer shall be deemed,
           for purposes of subparagraph (a) of this Paragraph, to have agreed to
           and accepted in this Agreement substitution by Seller of other
           Securities for Purchased Securities; PROVIDED, HOWEVER, that such
           other Securities shall have a Market Value at least equal to the
           Market Value of the Purchased Securities for which they are
           substituted.
 
      10.  REPRESENTATIONS

           Each of Buyer and Seller represents and warrants to the other that
           (i) it is duly authorized to execute and deliver this Agreement, to
           enter into Transactions contemplated hereunder and to perform its
           obligations hereunder and has taken all necessary action to authorize
           such execution, delivery and

                                       5

<PAGE>

           performance, (ii) it will engage in such Transactions as principal
           (or, if agreed in writing, in the form of an annex hereto or
           otherwise, in advance of any Transaction by the other party hereto,
           as agent for a disclosed principal), (iii) the person signing this
           Agreement on its behalf is duly authorized to do so on its behalf (or
           on behalf of any such disclosed principal), (iv) it has obtained all
           authorizations of any governmental body required in connection with
           this Agreement and the Transactions hereunder and such authorizations
           are in full force and effect and (v) the execution, delivery and
           performance of this Agreement and the Transactions 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. On the Purchase Date for any Transaction Buyer and
           Seller shall each be deemed to repeat all the foregoing
           representations made by it.

      11.  EVENTS OF DEFAULT

           In the event that (i) Seller fails to transfer or Buyer fails to
           purchase Purchased Securities upon the applicable Purchase Date, (ii)
           Seller fails to repurchase or Buyer fails to transfer Purchased
           Securities upon the applicable Repurchase Date, (iii) Seller or Buyer
           fails to comply with Paragraph 4 hereof, (iv) Buyer fails, after one
           business day's notice, to comply with Paragraph 5 hereof, (v) an Act
           of Insolvency occurs with respect to Seller or Buyer, (vi) any
           representation 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, or (vii) Seller or Buyer shall admit to
           the other its inability to, or its intention not to, perform any of
           its obligations hereunder (each an "Event of Default"):

       (a) The nondefaulting party may, at its option (which option shall be
           deemed to have been exercised immediately upon the occurrence of an
           Act of Insolvency), declare an Event of Default to have occurred
           hereunder and, upon the exercise or deemed exercise of such option,
           the Repurchase Date for each Transaction hereunder shall, if it has
           not already occurred, be deemed immediately to occur (except that, in
           the event that the Purchase Date for any Transaction has not yet
           occurred as of the date of such exercise or deemed exercise, such
           Transaction shall be deemed immediately canceled). The nondefaulting
           party shall (except upon the occurrence of an Act of Insolvency) give
           notice to the defaulting party of the exercise of such option as
           promptly as practicable.

       (b) In all Transactions in which the defaulting party is acting as
           Seller, if the nondefaulting party exercises or is deemed to have
           exercised the option referred to in subparagraph (a) of this
           Paragraph, (i) the defaulting party's obligations in such
           Transactions to repurchase all Purchased Securities, at the
           Repurchase Price therefor on the Repurchase Date determined in
           accordance with subparagraph (a) of this Paragraph, shall thereupon
           become immediately due and payable, (ii) all Income paid after such
           exercise or deemed exercise shall be retained by the nondefaulting
           party and applied to the aggregate unpaid Repurchase Prices and any
           other amounts owing by the defaulting party hereunder, and (iii) the
           defaulting party shall immediately deliver to the nondefaulting party
           any Purchased Securities subject to such Transactions then in the
           defaulting party's possession or control.

       (c) In all Transactions in which the defaulting party is acting as Buyer,
           upon tender by the nondefaulting party of payment of the aggregate
           Repurchase Prices for all such Transactions, all right, title and
           interest in and entitlement to all Purchased Securities subject to
           such Transactions shall be deemed transferred to the nondefaulting
           party, and the defaulting party shall deliver all such Purchased
           Securities to the nondefaulting party.

                                        6

<PAGE>

       (d) If the nondefaulting party exercises or is deemed to have exercised
           the option referred to in subparagraph (a) of this Paragraph, the
           nondefaulting party, without prior notice to the defaulting party,
           may:

           (i) as to Transactions in which the defaulting party is acting as
               Seller, (A) immediately sell, in a recognized market (or
               otherwise in a commercially reasonable manner) at such price or
               prices as the nondefaulting party may reasonably deem
               satisfactory, any or all Purchased Securities subject to such
               Transactions and apply the proceeds thereof to the aggregate
               unpaid Repurchase Prices and any other amounts owing by the
               defaulting party hereunder or (B) in its sole discretion elect,
               in lieu of selling all or a portion of such Purchased Securities,
               to give the defaulting party credit for such Purchased Securities
               in an amount equal to the price therefor on such date, obtained
               from a generally recognized source or the most recent closing bid
               quotation from such a source, against the aggregate unpaid
               Repurchase Prices and any other amounts owing by the defaulting
               party hereunder; and

          (ii) as to Transactions in which the defaulting party is acting as
               Buyer, (A) immediately purchase, in a recognized market (or
               otherwise in a commercially reasonable manner) at such price or
               prices as the nondefaulting party may reasonably deem
               satisfactory, securities ("Replacement Securities") of the same
               class and amount as any Purchased Securities that are not
               delivered by the defaulting party to the nondefaulting party as
               required hereunder or (B) in its sole discretion elect, in lieu
               of purchasing Replacement Securities, to be deemed to have
               purchased Replacement Securities at the price therefore on such
               date, obtained from a generally recognized source or the most
               recent closing offer quotation from such a source.

           Unless otherwise provided in Annex I, the parties acknowledge and
           agree that (1) the Securities subject to any Transaction hereunder
           are instruments traded in a recognized market, (2) in the absence of
           a generally recognized source for prices or bid or offer quotations
           for any Security, the nondefaulting party may establish the source
           therefor in its sole discretion and (3) all prices, bids and offers
           shall be determined together with accrued Income (except to the
           extent contrary to market practice with respect to the relevant
           Securities).

       (e) As to Transactions in which the defaulting party is acting as Buyer,
           the defaulting party shall be liable to the nondefaulting party for
           any excess of the price paid (or deemed paid) by the nondefaulting
           party for Replacement Securities over the Repurchase Price for the
           Purchased Securities replaced thereby and for any amounts payable by
           the defaulting party under Paragraph 5 hereof or otherwise hereunder.

       (f) For purposes of this Paragraph 11, the Repurchase Price for each
           Transaction hereunder in respect of which the defaulting party is
           acting as Buyer shall not increase above the amount of such
           Repurchase Price for such Transaction determined as of the date of
           the exercise or deemed exercise by the nondefaulting party of the
           option referred to in subparagraph (a) of this Paragraph.

       (g) The defaulting party shall be liable to the nondefaulting party for
           (i) the amount of all reasonable legal or other expenses incurred by
           the nondefaulting party in connection with or as a result of an Event
           of Default, (ii) damages in an amount equal to the cost (including
           all fees, expenses and commissions) of entering into replacement
           transactions and entering into or terminating hedge transactions in
           connection with or as a result of an Event of Default, and (iii) any
           other loss, damage, cost or expense directly arising or resulting
           from the occurrence of an Event of Default in respect of a
           Transaction.

       (h) To the extent permitted by applicable law, the defaulting party shall
           be liable to the nondefaulting party for interest on any amounts
           owing by the defaulting party hereunder, from the date the defaulting
           party becomes liable for such amounts hereunder until such amounts
           are (i) paid in full

                                        7

<PAGE>

           by the defaulting party or (ii) satisfied in full by the exercise of
           the nondefaulting party's rights hereunder. Interest on any sum
           payable by the defaulting party to the nondefaulting party under this
           Paragraph 11(h) shall be at a rate equal to the greater of the
           Pricing Rate for the relevant Transaction or the Prime Rate.

           (i) The nondefaulting party shall have, in addition to its rights
               hereunder, any rights otherwise available to it under any other
               agreement or applicable law.

      12.  SINGLE AGREEMENT

           Buyer and Seller acknowledge that, and have entered hereinto 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 made 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, and that a default in the performance of any
           such obligations shall constitute a default by it in respect of all
           Transactions hereunder, (ii) that each of them shall be entitled to
           set off claims and apply property held by them in respect of any
           Transaction against obligations owing to them in respect of any other
           Transactions hereunder and (iii) 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,
           and the obligations to make any such payments, deliveries and other
           transfers may be applied against each other and netted.

      13.  NOTICES AND OTHER COMMUNICATIONS

           Any and all notices, statements, demands or other communications
           hereunder may be given by a party to the other by mail, facsimile,
           telegraph, messenger or otherwise to the address specified in Annex
           II hereto, or so sent to such party at any other place specified in a
           notice of change of address hereafter received by the other. All
           notices, demands and requests hereunder may be made orally, to be
           confirmed promptly in writing, or by other communication as specified
           in the preceding sentence.

      14.  ENTIRE AGREEMENT; SEVERABILITY

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

      15.  NON-ASSIGNABILITY; TERMINATION

           (a) The rights and obligations of the parties under this Agreement
               and under any Transaction shall not be assigned by either party
               without the prior written consent of the other party, and any
               such assignment without the prior written consent of the other
               party shall be null and void. Subject to the foregoing, this
               Agreement and any Transactions shall be binding upon and 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.

           (b) Subparagraph (a) of this Paragraph 15 shall not preclude a party
               from assigning, charging or otherwise dealing with all or any
               part of its interest in any sum payable to it under Paragraph 11
               hereof.

      16.  GOVERNING LAW

           This Agreement shall be governed by the laws of the State of New York
           without giving effect to the conflict of law principles thereof.

                                        8

<PAGE>

      17.  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 shall be in writing and duly executed by both
           of the parties hereto. Without limitation on any of the foregoing,
           the failure to give a notice pursuant to Paragraph 4(a) or 4(b)
           hereof will not constitute a waiver of any right to do so at a later
           date.

      18.  USE OF EMPLOYEE PLAN ASSETS

           (a) If assets of an employee benefit plan subject to any provision of
               the Employee Retirement Income Security Act of 1974 ("ERISA") are
               intended to be used by either party hereto (the "Plan Party") in
               a Transaction, the Plan Party shall so notify the other party
               prior to the Transaction. The Plan Party shall represent in
               writing to the other party that the Transaction does not
               constitute a prohibited transaction under ERISA or is otherwise
               exempt therefrom, and the other party may proceed in reliance
               thereon but shall not be required so to proceed.

           (b) Subject to the last sentence of subparagraph (a) of this
               Paragraph, any such Transaction shall proceed only if Seller
               furnishes or has furnished to Buyer its most recent available
               audited statement of its financial condition and its most recent
               subsequent unaudited statement of its financial condition.

           (c) By entering into a Transaction pursuant to this Paragraph, Seller
               shall be deemed (i) to represent to Buyer that since the date of
               Seller's latest such financial statements, there has been no
               material adverse change in Seller's financial condition which
               Seller has not disclosed to Buyer, and (ii) to agree to provide
               Buyer with future audited ant unaudited statements of its
               financial condition as they are issued, so long as it is a Seller
               in any outstanding Transaction involving a Plan Party.

      19.  INTENT

           (a) The parties recognize that each Transaction is a "repurchase
               agreement" as that term is defined in Section 101 of Title 11 of
               the United States Code, as amended (except insofar as the type of
               Securities subject to such Transaction or the term of such
               Transaction would render such definition inapplicable), and a
               "securities contract" as that term is defined in Section 741 of
               Title 11 of the United States Code, as amended (except insofar as
               the type of assets subject to such Transaction would render such
               definition inapplicable).

           (b) It is understood that either party's right to liquidate
               Securities delivered to it in connection with Transactions
               hereunder or to exercise any other remedies pursuant to Paragraph
               11 hereof is a contractual right to liquidate such Transaction as
               described in Sections 555 and 559 of Title 11 of the United
               States Code, as amended.

           (c) The parties agree and acknowledge that if a party hereto is an
               "insured depository institution," as such term is defined in the
               Federal Deposit Insurance Act, as amended ("FDIA"), then each
               Transaction hereunder is a "qualified financial contract," as
               that term is defined in FDIA and any rules, orders or policy
               statements thereunder (except insofar as the type of assets
               subject to such Transaction would render such definition
               inapplicable).

           (d) It is understood that this Agreement constitutes a "netting
               contract"as defined in and subject to Title IV of the Federal
               Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA")
               and each payment entitlement and payment obligation under any
               Transaction hereunder shall constitute a "covered contractual
               payment entitlement" or "covered contractual payment obligation",

                                        9

<PAGE>

               respectively, as defined in and subject to FDICIA (except insofar
               as one or both of the parties is not a "financial institution" as
               that term is defined in FDICIA).

      20.  DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS

           The parties acknowledge that they have been advised that:

           (a) in the case of Transactions in which one of the parties is a
               broker or dealer registered with the Securities and Exchange
               Commission ("SEC") under Section 15 of the Securities Exchange
               Act of 1934 ("1934 Act"), the Securities Investor Protection
               Corporation has taken the position that the provisions of the
               Securities Investor Protection Act of 1970 ("SIPA") do not
               protect the other party with respect to any Transaction
               hereunder;

           (b) in the case of Transactions in which one of the parties is a
               government securities broker or a government securities dealer
               registered with the SEC under Section 15C of the 1934 Act, SIPA
               will not provide protection to the other party with respect to
               any Transaction hereunder; and

           (c) in the case of Transactions in which one of the parties is a
               financial institution, funds held by the financial institution
               pursuant to a Transaction hereunder are not a deposit and
               therefore are not insured by the Federal Deposit Insurance
               Corporation or the National Credit Union Share Insurance Fund, as
               applicable.

[Name of Party] DLJ Mortgage Capital, Inc.        [Name of Party]

By: /s/ VINCENT P. BROWNE                         By: /s/ SHELLY RUBIN
        ------------------------------                    ----------------------
        Vincent P. Browne                                 Shelly Rubin

Title:  Senior-Vice President                     Title:  Vice President

Date:   October 28, 1997                          Date:  10/28/97

                                       10

<PAGE>

                                     ANNEX I
                        SUPPLEMENTAL TERMS AND CONDITIONS

                                       11

<PAGE>

                                    ANNEX II
             NAMES AND ADDRESSES FOR COMMUNICATIONS BETWEEN PARTIES

                           DLJ
                           277 Park Avenue
                           8th Floor
                           New York, NY 10172

                           Attn: Mr. John A. Friel
                                 Senior Vice President

<PAGE>

                            LNR PROPERTY CORPORATION
                           760 Northwest 107th Avenue
                              Miami, Florida 33172

October 31, 1997

DLJ Mortgage Capital, Inc.
277 Park Avenue
9th Floor
New York, NY 10172

                                    GUARANTY

      FOR VALUE RECEIVED, the undersigned does hereby guarantee absolutely and
unconditionally, the payment and performance of all liabilities, obligations and
commitments of Nevada Securities Holdings, Inc. and Lennar Securities Holdings,
Inc. (collectively, the "LNR Companies") with respect to repurchase transactions
("Transactions") under the Repurchase Agreements dated October 21, 1997, to DLJ
Mortgage Capital, Inc. and its affiliates (the "Guarantee") whether now existing
or hereafter incurred, whether matured or unmatured, and whether absolute or
contingent.

      This shall be a continuing guaranty. This guaranty may be terminated upon
written notice of the undersigned to the Guarantee, in which event the guaranty
shall remain in force with respect only to those liabilities, obligations and
commitments, whether absolute or contingent, of the LNR Companies with respect
to the Transactions incurred prior to receipt of notice of termination by the
Guarantee.

      The undersigned hereby waives all notices, demands and protests of
whatsoever nature, to which the undersigned might otherwise be entitled, and
agrees that no delay in exercising any rights hereunder, or failure to exercise
the same, shall operate as a waiver of such rights.

      This agreement shall be binding upon the successors and assigns of the
undersigned and inure to the benefit of the successors and assigns of the
Guarantee.

LNR PROPERTY CORPORATION,
A Delaware corporation

By: /s/ SHELLY RUBIN
        --------------------------
Print Name: Shelly Rubin

Title: Vice President