EXHIBIT 4
            SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

                         Dated As Of April 10, 1997

          Amending the Amended and Restated Loan and Security Agreement
                       Dated as of May 28, 1993, as Amended

                                 Among

                             Calton, Inc.,
                              as Borrower,

                             Calton Funding, Inc.
                             as Borrower,

        The Subsidiaries of Calton, Inc. Listed Herein, as Guarantors,

                      The Lenders Listed Herein, 
                              as Lenders,

                   The Chase Manhattan Bank, as Agent, and

                          The Chase Manhattan Bank,
                            as Collateral Agent

    NOTE: Please refer to the end of Exhibit 4 for an index to this
          Agreement, Exhibits and Schedules

                                 CALTON, INC.

     This Second Amended and Restated Loan and Security Agreement (this
"Amended Loan Agreement") dated as of April 10, 1997, amending and restating
the Original Loan Agreement (as defined below), as amended prior to the date
hereof, is entered into among (Company) Calton, Inc., a New Jersey corporation
("Company"), Calton Funding, Inc., a New Jersey corporation ("Calton Funding;"
Company and Calton Funding are sometimes each referred to herein individually
as a "Borrower" and collectively as "Borrowers"), each subsidiary of Company
identified herein as a Guarantor (each a "Guarantor" and collectively
"Guarantors"), the financial institutions listed on the signature pages hereof
(each a "Lender" and collectively "Lenders"), The Chase Manhattan Bank, a New
York banking corporation formerly known as Chemical Bank ("Chase"), in its
capacity as agent for the Lenders (the "Agent") and Chase, in its capacity as
collateral agent for the Lenders (the "Collateral Agent").

                                  BACKGROUND

     1.   The Amended and Restated Loan and Security Agreement (the "Original
Loan Agreement") was entered into as of May 28, 1993 among Company, Calton
Funding, the financial institutions listed on the signature pages thereof as
lenders, Chemical Bank, in its capacity as agent for the lenders, and Chemical
Bank in its capacity as collateral agent for the lenders.

     2.   The Original Loan Agreement has been amended by nine previous
amendments thereto: the First Amendment to Amended and Restated Loan and
Security Agreement dated as of September 27, 1993; the Second Amendment to
Amended and Restated Loan and Security Agreement dated as of October 14, 1993;
the Third Amendment to Amended and Restated Loan and Security Agreement dated
as of January 19, 1994; the Fourth Amendment to Amended and Restated Loan and
Security Agreement dated as of February 28, 1994; the Fifth Amendment to
Amended and Restated Loan and Security Agreement dated as of February 23, 1995;
the Sixth Amendment to Amended and Restated Loan and Security Agreement dated
as of May 31, 1995; the Seventh Amendment to Amended and Restated Loan and
Security Agreement dated as of February 23, 1996; the Eighth Amendment to
Amended and Restated Loan and Security Agreement dated as of January 31, 1997;
the Ninth Amendment to Amended and Restated Loan and Security Agreement dated
as of February 28, 1997; and the Tenth Amendment  to Amended and Restated Loan
and Security Agreement dated as of March 31, 1997.  (The Original Loan
Agreement, as amended to the date hereof, is referred to herein as the
"Existing Loan Agreement").

     3.   Borrowers, Guarantors, Lenders, Agent, and Collateral Agent desire to
amend and restate the Existing Loan Agreement in its entirety in order to
provide, among other things, that (i) the aggregate amount of the Tranche A
Commitments and Tranche B Commitments shall be reduced on the Effective Date to
$46,000,000; (ii) on the Effective Date, all outstanding Tranche A Loans and
Tranche B Loans under the Existing Loan Agreement shall be continued as Tranche
A Loans and Tranche B Loans hereunder; (iii) the interest rates payable on the
Loans shall be revised as set forth herein; (iv) the scheduled reductions in
Commitments shall be revised as set forth herein; (v) the financial covenants
shall be revised as set forth herein; and (vi) the terms and provisions of the
Existing Loan Agreement shall otherwise be modified as set forth herein.

     4.   On the Effective Date, Borrowers will confirm and agree that their
existing pledge and grant of a security interest in substantially all of their
present and future real and personal property will continue as security for the
payment and performance of the Obligations of Borrowers.

     5.   On the Effective Date, Guarantors will confirm and agree that (i) the
existing guaranty by such Guarantor of the obligations of Borrowers under the
Existing Loan Agreement will continue as a guaranty of the Obligations
hereunder and (ii) the existing grant of a security interest by Guarantors in
substantially all of their respective assets to secure such guaranty will
continue as security for the payment and performance of such guaranty.

     6.   The parties hereto wish to amend and restate the Existing Loan
Agreement in its entirety as set forth herein.


     NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, Borrowers, Guarantors, Lenders,
Agent and Collateral Agent agree that, upon the satisfaction of the conditions
to effectiveness set forth in Section 4.1 hereof, the Existing Loan Agreement,
as heretofore amended, shall be amended and restated to read in its entirety as
follows:


                                  SECTION 1.
                                  DEFINITIONS

1.1  Certain Defined Terms.

     The following terms used in this Agreement shall have the following
meanings:
 
          "Account Collateral" means (a) all rights with respect to the
     Concentration Accounts and all amounts from time to time on deposit
     therein; (b) all investments related thereto made by Collateral Agent
     pursuant to the terms of Section 5 of the Account Collateral Security
     Agreement, including all certificates, instruments and securities from
     time to time representing or evidencing such investments and any account
     or accounts in which such investments may be held by, or in the name of,
     Collateral Agent for or on behalf of any Credit Party; (c) all notes,
     certificates of deposit, checks and other instruments and all deposits and
     uncertified securities from time to time hereafter transferred to or
     otherwise possessed by, or held in the name of, Collateral Agent for or on
     behalf of any Credit Party in substitution for or in addition to any or
     all of the Account Collateral; (d) all interest, dividends, cash,
     instruments, securities and other property from time to time received,
     receivable, or otherwise distributed in respect of or in exchange for any
     or all of the Account Collateral; and (e) to the extent not covered by
     clauses (a) through (d) above, all proceeds of any or all of the foregoing
     Account Collateral.

          "Account Collateral Security Agreement" means the Account Collateral
     Security Agreement dated as of May 28, 1993, executed and delivered by the
     Credit Parties pursuant to the Existing Loan Agreement, pursuant to which
     Company and its Subsidiaries established the Concentration Accounts and
     granted to Collateral Agent on behalf of Lenders a first priority security
     interest in such accounts, as such Account Collateral Security Agreement
     has been amended and as it may hereafter be amended, supplemented or
     otherwise modified from time to time in accordance with the terms hereof
     and thereof.

          "Acknowledgement and Confirmation" means an Acknowledgement and
     Confirmation Agreement dated as of the Effective Date, substantially in
     the form of Exhibit I hereto, pursuant to which each Credit Party shall
     acknowledge and confirm that its obligations under the Guaranty Agreement
     and the Security Documents to which it is a party shall continue to
     guaranty or secure, as the case may be, the Obligations of Borrowers
     hereunder, as such Acknowledgement and Confirmation Agreement may
     hereafter be amended, supplemented or otherwise modified from time to
     time.

          "Additional Mortgaged Property" has the meaning assigned to that term
     in subsection 3.2D(i)(b).

          "Affiliate", as applied to any Person, means any other Person
     directly or indirectly controlling, controlled by, or under common control
     with, that Person. For the purposes of this definition, "control"
     (including, with correlative meanings, the terms "controlling,"
     "controlled by" and "under common control with"), as applied to any
     Person, means the possession, directly or indirectly, of the power to
     direct or cause the direction of the management and policies of that
     Person, whether through the ownership of voting securities or by contract
     or otherwise.

          "Agent" means The Chase Manhattan Bank, as agent for the Lenders, and
     also means and includes any successor Agent appointed pursuant to
     subsection 9.5.

          "Amended Loan Agreement" means this Second Amended and Restated Loan
     and Security Agreement dated as of April 10, 1997 amending and restating
     the Existing Loan Agreement, as the same may be further amended,
     supplemented or otherwise modified from time to time.

          "Asset Sale" means the sale by Company or any of its Subsidiaries to
     any Person other than a Credit Party of (i) any of the stock of any of its
     Subsidiaries, (ii) any assets of Company or any of its Subsidiaries with
     an aggregate Book Value in excess of $500,000, except for sales of single
     houses with Book Values in excess of $500,000 in the ordinary course of
     business, (iii) any assets of Company or any of its Subsidiaries at a
     price which is less than seventy percent (70%) of the Book Value of such
     assets, or (iv) any other assets of Company or any of its Subsidiaries
     outside of the ordinary course of business.

          "Assignment and Assumption" means an Assignment and Assumption
     entered into by a Lender and an Eligible Assignee, and accepted by Agent,
     in substantially the form of Exhibit C annexed hereto.

          "Auditor's Letter" means a letter substantially in the form of
     Exhibit D annexed hereto delivered to Lenders by Coopers & Lybrand
     pursuant to subsection 4.1C.

          "Bankruptcy Code" means Title 11 of the United States Code entitled
     "Bankruptcy", as now and hereafter in effect, or any successor statute.

          "Base Rate" means, at any time, the Prime Rate plus 2.50% per annum.

          "Bi-Weekly Inventory Release Reports" means the inventory release
     reports to be delivered to Agent, Collateral Agent and, upon request, the
     Lenders on a bi-weekly basis pursuant to subsection 6.1(i)(b).

          "Book Value" means, for any property, the value for such property
     calculated by Company for financial accounting purposes according to GAAP
     and consistent with past practices.

          "Borrower Pledge Agreement" means that certain Borrower Pledge
     Agreement dated as of May 28, 1993, executed and delivered by Borrowers
     and Collateral Agent pursuant to the Existing Loan Agreement, as the same
     has been amended to the date hereof and as it may hereafter be amended,
     supplemented, or otherwise modified from time to time.

          "Borrower Security Agreement" means that certain Borrower Security
     Agreement dated as of May 28, 1993, executed and delivered by Borrowers
     and Collateral Agent pursuant to the Existing Loan Agreement, as the same
     has been amended to the date hereof and as it may hereafter be amended,
     supplemented, or otherwise modified from time to time.

          "Borrowers" means Company and Calton Funding, Inc., a New Jersey
     corporation, as joint and several obligors.

          "Borrowing Base" means, as of any date, an amount equal to the sum of
     (i) 80% of the Eligible Inventory Cost of each Eligible Property shown on
     the most recent Borrowing Base Certificate plus (ii) 30% of the remaining
     principal amount owed to the Credit Parties under the Mays Landing
     Mortgage.

          "Borrowing Base Certificate" means a certificate of the chief
     financial officer of Company in substantially the form of Exhibit G
     annexed hereto.

          "Borrowing Base Deficiency" means as of any day the amount, if any,
     by which (i) the Total Utilization on such day exceeds (ii) the Borrowing
     Base on such day.

          "Business Day" means any day excluding Saturday, Sunday and any day
     which is a legal holiday under the laws of the State of New York or is a
     day on which banking institutions located in such state are authorized or
     required by law or other governmental action to close.  

          "Capital Lease", as applied to any Person, means any lease of any
     property (whether real, personal or mixed) by that Person as lessee that,
     in conformity with GAAP, is accounted for as a capital lease on the
     balance sheet of that Person.

          "Cash" means money, currency or a credit balance in a Deposit
     Account.

          "Cash Equivalents" means (i) marketable direct obligations issued by
     the United States Government and backed by the full faith and credit of
     the United States, in each case maturing within 30 days from the date of
     acquisition thereof; (ii) commercial paper maturing no more than 30 days
     from the date of creation thereof and (x) issued by Chase (to the extent
     available for issuance to Borrowers) or (y) at the time of acquisition,
     having a rating of at least A-1 from Standard & Poor's Corporation and at
     least P-1 from Moody's Investors Service, Inc.; and (iii) certificates of
     deposit or bankers' acceptances maturing within 30 days from the date of
     acquisition thereof issued by any Lender.

          "Cash Proceeds" means, with respect to any Asset Sale, Cash payments
     (including any Cash received by way of deferred payment pursuant to, or
     monetization of, a note receivable or otherwise, but only as and when so
     received) received from such Asset Sale.

          "Change of Control" means an event or series of events by which any
     Person or Persons and any Affiliates of such Person or Persons otherwise
     acting in concert shall, whether in a single transaction or a series of
     related transactions, acquire, directly or indirectly, an amount of
     capital stock of Company necessary to enable such Person or Persons to
     cast more than 50% of the votes necessary for the election of directors of
     Company or possessing in excess of 50% of the total voting power of the
     voting capital stock of Company (in each case, on a fully diluted basis);
     provided that a Change of Control shall not be deemed to occur if the
     acquisition of capital stock otherwise causing a Person, Persons or their
     Affiliates to meet or exceed the levels of voting power specified above is
     caused solely by the purchase by any Person of capital stock of Company
     from Company.

          "Chase" has the meaning assigned to that term in the introduction to
     this Amended Loan Agreement.

          "Collateral" means, collectively, all real, personal and mixed
     property collateral securing the Obligations pursuant to the Security
     Documents in accordance with Section 3. 

          "Collateral Agent" means Chase, as collateral agent for the benefit
     of the Lenders, and also means and includes any successor Collateral Agent
     appointed pursuant to subsection 10.4.

          "Commitment Reduction Date" means the first date on which (i) the
     Commitments have been permanently reduced to an amount not exceeding
     $20,000,000, (ii) the Total Utilization has been reduced to an amount not
     exceeding $20,000,000, and (iii) no Event of Default shall have occurred
     that has not been either waived by Lenders in accordance with subsection
     11.6 or (with respect to Events of Default that can be cured) cured by
     Borrowers.

          "Commitment Termination Date" means the earlier of (i) the Scheduled
     Expiry Date and (ii) the date on which all Obligations are paid in full,
     including the repayment, expiration, termination or cash collateralization
     of all Letters of Credit, and the Commitments are reduced to zero.

          "Commitments" means, collectively, the Tranche A Commitments and the
     Tranche B Commitments.

          "Company" means Calton, Inc., a New Jersey corporation.

          "Company Common Stock" means the common stock of Company, par value
     $0.01 per share.

          "Compliance Certificate" means a certificate substantially in the
     form annexed hereto as Exhibit H delivered to Lenders by Borrowers
     pursuant to subsection 6.1(vi).

          "Concentration Account A" means account no. 808-010689 established by
     the Company with the Collateral Agent and maintained pursuant to the terms
     of the Account Collateral Security Agreement for the deposit of certain
     cash receipts of the Credit Parties pursuant to the terms of the Account
     Collateral Security Agreement.

          "Concentration Account B" means account no. 808-010697 established by
     the Company with the Collateral Agent and maintained pursuant to the terms
     of the Account Collateral Security Agreement for the deposit  of certain
     cash receipts of the Credit Parties pursuant to the terms of the Account
     Collateral Security Agreement.

          "Concentration Accounts" means Concentration Account A and
     Concentration Account B.

          "Consolidated Adjusted EBITDA" means, for any period, the sum of the
     amounts for such period of (i) Consolidated Net Income, (ii) provisions
     for taxes based on income, (iii) Consolidated Interest Expense net of
     capitalized interest, (iv) capitalized interest amortized, (v) total
     depreciation expense, (vi) total amortization expense, excluding
     capitalized interest amortized, and (vii) other non-cash items reducing
     Consolidated Net Income less the sum of non-cash items increasing
     Consolidated Net Income, all of the foregoing as determined on a
     consolidated basis for Company and its Subsidiaries in conformity with
     GAAP.

          "Consolidated Adjusted Tangible Net Worth" means, as at any date of
     determination, the excess of (i) all amounts which, in conformity with
     GAAP, would be included in shareholder's equity on such date over (ii) the
     sum of (a) the aggregate amount of all Investments in Joint Ventures on
     such date, plus (b) the aggregate amount of all Deferred Charges of
     Company and its Subsidiaries as of such date, plus (c) the aggregate
     stated balance sheet amount of any goodwill of Company and its
     Subsidiaries determined on a consolidated basis in accordance with GAAP.

          "Consolidated Capital Expenditures" means, for any period, the sum of
     (i) the aggregate of all expenditures (whether paid in cash or other
     consideration or accrued as a liability and including that portion of
     Capital Leases which is capitalized on the consolidated balance sheet of
     Company and its Subsidiaries) by Company and its Subsidiaries during that
     period that, in conformity with GAAP, are included in "additions to
     property, plant or equipment" or comparable items reflected in the
     consolidated statement of cash flows of Company and its Subsidiaries plus
     (ii) to the extent not covered by clause (i) hereof, the aggregate of all
     expenditures by Company and its Subsidiaries during that period to acquire
     (by purchase or otherwise) the business, property or fixed assets of, or
     stock or other evidence of beneficial ownership of, any Person.

          "Consolidated Cash Interest Expense" means, for any period,
     Consolidated Interest Expense but excluding, however, amortization of
     discount, deferred financing costs and interest expense not payable in
     cash.

          "Consolidated Interest Expense" means, for any period, total interest
     expense (including that portion attributable to Capital Leases in accor-
     dance with GAAP and capitalized interest) of Company and its Subsidiaries
     on a consolidated basis with respect to all outstanding Indebtedness of
     Company and its Subsidiaries, including, without limitation, all
     commissions, discounts and other fees and charges owed with respect to
     letters of credit and bankers' acceptance financing and net costs under
     Interest Rate Agreements.

          "Consolidated Land Acquisition Costs" means, for any period, the
     aggregate of all Land Acquisition Costs for Company and its Subsidiaries
     during that period.

          "Consolidated Land Development Costs" means for any period, the
     aggregate of all Land Development Costs for Company and its Subsidiaries
     during that period.

          "Consolidated Net Income" means, for any period, the net income (or
     loss) of Company and its Subsidiaries on a consolidated basis for such
     period taken as a single accounting period determined in conformity with
     GAAP; provided that there shall be excluded (i) the income (or loss) of
     any Person (other than a Subsidiary of Company) in which any other Person
     (other than Company or any of its Subsidiaries) has a joint interest,
     except to the extent of the amount of dividends or other distributions
     actually paid to Company or any of its Subsidiaries by such Person during
     such period, (ii) the income (or loss) of any Person accrued prior to the
     date it becomes a Subsidiary of Company or is merged into or consolidated
     with Company or any of its Subsidiaries or that Person's assets are
     acquired by Company or any of its Subsidiaries, (iii) the income of any
     Subsidiary of Company to the extent that the declaration or payment of
     dividends or similar distributions by that Subsidiary of that income is
     not at the time permitted by operation of the terms of its charter or any
     agreement, instrument, judgment, decree, order, statute, rule or
     governmental regulation applicable to that Subsidiary, (iv) any after-tax
     gains or losses attributable to Asset Sales or returned surplus assets of
     any Pension Plan, and (v) (to the extent not included in clauses
     (i) through (iv) above) any net extraordinary gains or net non-cash
     extraordinary losses.

          "Consolidated Rental Payments" means, for any period, the aggregate
     amount of all rents paid under all Capital Leases and Operating Leases of
     Company and its Subsidiaries as lessee.

          "Consolidated Total Debt" means, as at any date of determination, the
     aggregate stated balance sheet amount of all Indebtedness of Company and
     its Subsidiaries, determined on a consolidated basis in accordance with
     GAAP.

          "Contingent Obligation", as applied to any Person, means any direct
     or indirect liability, contingent or otherwise, of that Person (i) with
     respect to any Indebtedness, lease, dividend or other obligation of
     another if the primary purpose or intent thereof by the Person incurring
     the Contingent Obligation is to provide assurance to the obligee of such
     obligation of another that such obligation of another will be paid or
     discharged, or that any agreements relating thereto will be complied with,
     or that the holders of such obligation will be protected (in whole or in
     part) against loss in respect thereof, (ii) with respect to any letter of
     credit issued for the account of that Person or as to which that Person is
     otherwise liable for reimbursement of drawings, or (iii) under Interest
     Rate Agreements and Currency Agreements.  Contingent Obligations shall
     include, without limitation, (a) the direct or indirect guaranty,
     endorsement (otherwise than for collection or deposit in the ordinary
     course of business), co-making, discounting with recourse or sale with
     recourse by such Person of the obligation of another, (b) the obligation
     to make take-or-pay or similar payments if required regardless of non-
     performance by any other party or parties to an agreement, and (c) any
     liability of such Person for the obligation of another through any
     agreement (contingent or otherwise) (x) to purchase, repurchase or other-
     wise acquire such obligation or any security therefor, or to provide funds
     for the payment or discharge of such obligation (whether in the form of
     loans, advances, stock purchases, capital contributions or otherwise) or
     (y) to maintain the solvency or any balance sheet item, level of income or
     financial condition of another if, in the case of any agreement described
     under subclauses (x) or (y) of this sentence, the primary purpose or
     intent thereof is as described in the preceding sentence.  The amount of
     any Contingent Obligation shall be equal to the amount of the obligation
     so guaranteed or otherwise supported or, if less, the amount to which such
     Contingent Obligation is specifically limited.

          "Contractual Obligation", as applied to any Person, means any
     provision of any Security issued by that Person or of any material
     indenture, mortgage, deed of trust, contract, undertaking, agreement or
     other instrument to which that Person is a party or by which it or any of
     its properties is bound or to which it or any of its properties is
     subject.

          "Credit Parties" means, collectively, the Borrowers and the
     Guarantors, each a "Credit Party."

          "Deemed Voting Lender" has the meaning set forth in Subsection 11.6A.

          "Deferred Charges" means, for any period, the sum of the amounts for
     such period of prepaid amounts with respect to directors and officers
     insurance, prepaid architectural fees and prepaid property taxes.

          "Deposit Account" means a demand, time, savings, passbook or like
     account with a bank, savings and loan association, credit union or like
     organization, other than an account evidenced by a negotiable certificate
     of deposit.

          "Dollars" and the sign "$" mean the lawful money of the United States
     of America.

          "Effective Date" means the date on or before April 15, 1997, when
     each of the conditions to effectiveness set forth in Section 4.1 has been
     satisfied or waived by Requisite Lenders (or, in the case of the
     conditions set out in clauses 4.1E or 4.1F, satisfaction thereof shall
     have been waived by all Lenders).

          "Eligible Assignee" means (A) (i) a commercial bank organized under
     the laws of the United States or any state thereof; (ii) a savings and
     loan association or savings bank organized under the laws of the United
     States or any state thereof; (iii) a commercial bank organized under the
     laws of any other country, or a political subdivision thereof; provided
     that (x) such bank is acting through a branch or agency located in the
     United States or (y) such bank is organized under the laws of a country
     that is a member of the Organization for Economic Cooperation and
     Development or a political subdivision of such country; and (iv) any other
     entity which is an "accredited investor" (as defined in Regulation D under
     the Securities Act) which extends credit or buys loans as one of its
     businesses including, but not limited to, insurance companies, mutual
     funds and lease financing companies, in each case (under clauses (i)
     through (iv) above) that has a net worth or net asset value of at least
     $100,000,000 and (B) any Lender.

          "Eligible Inventory Cost" means, at any time, with respect to any
     Eligible Property, the sum of the Land Acquisition Costs and Land
     Development Costs incurred with respect to such Eligible Property through
     such time less (i) all fresh start reserve adjustments incurred with
     respect to such Eligible Property, (ii) all adjustments required to
     determine the net realizable value of such Eligible Property in accordance
     with GAAP and all other reserves required by FASB 121 for such Eligible
     Property, and (iii) all new Soft Costs incurred with respect to such
     Eligible Property in respect of the period, commencing immediately
     following the date as of which the fresh start adjustments were made,
     through such date of determination.

          "Eligible Property" means any Real Estate Project owned in fee by a
     Credit Party which is subject to no Liens other than (i) a first priority
     Lien granted to the Collateral Agent for the benefit of the Lenders and
     (ii) Liens of the types set forth in clauses (i) and (iv) of the
     definition of Permitted Encumbrances, and with respect to which Collateral
     Agent has received from a title insurer reasonably satisfactory to
     Collateral Agent a binding commitment to issue a Mortgage Policy complying
     with subsection 3.2D(i)(d).

          "Employee Benefit Plan" means any "employee benefit plan" as defined
     in Section 3(3) of ERISA which is, or was at any time, maintained or
     contributed to by any Credit Party or any of their ERISA Affiliates.

          "Environmental Claim" means any accusation, allegation, notice of
     violation, claim, demand, abatement order or other order or direction
     (conditional or otherwise) by any governmental authority or any Person for
     any damage, including, without limitation, personal injury (including
     sickness, disease or death), tangible or intangible property damage,
     contribution, indemnity, indirect or consequential damages, damage to the
     environment or to natural resources, nuisance, pollution, contamination or
     other adverse effects on the environment, or for fines, penalties or
     restrictions, in each case relating to, resulting from or in connection
     with Hazardous Materials and relating to Company, any of its Subsidiaries,
     any of their respective Affiliates or any Facility.

          "Environmental Laws" means all statutes, ordinances, orders, rules,
     regulations, plans, policies or decrees and the like relating to
     (i) environmental matters, including, without limitation, those relating
     to the evaluation of the environmental impacts of Real Estate Projects,
     development of natural habitat such as wetlands, development within the
     coastal zone, preservation of aquifers, conformance to regional or
     community plans, clean up of industrial sites upon a transfer, fines,
     injunctions, penalties, damages, contribution, cost recovery compensation,
     losses or injuries resulting from the Release or threatened Release of
     Hazardous Materials, (ii) the generation, use, storage, transportation or
     disposal of Hazardous Materials, or (iii) occupational safety and health,
     industrial hygiene, land use or the protection of human, plant or animal
     health or welfare, in any manner applicable to Company or any of its
     Subsidiaries or any or their respective properties, including, without
     limitation, the Industrial Site Recovery Act (N.J.S.A. Sec. 13:1K-6 et
     seq.), the National Environmental Policy Act (42 U.S.C. Sec. 4324 et seq.),
     the Coastal Zone Management Act (16 U.S.C. Sec. 1451 et seq.), the
     Comprehensive Environmental Response, Compensation, and Liability Act (42
     U.S.C. Sec. 9601 et seq.), the Hazardous Materials Transportation Act (49
     U.S.C. Sec. 1801 et seq.), the Resource Conservation and Recovery Act (42
     U.S.C. Sec. 6901 et seq.), the Federal Water Pollution Control Act (33
     U.S.C. Sec. 1251 et seq.), the Clean Air Act (42 U.S.C. Sec. 7401 et seq.),
     the Toxic Substances Control Act (15 U.S.C. Sec. 2601 et seq.), the Federal
     Insecticide, Fungicide and Rodenticide Act (7 U.S.C. Sec.136 et seq.), the
     Occupational Safety and Health Act (29 U.S.C. Sec. 651 et seq.) and the
     Emergency Planning and Community Right-to-Know Act (42 U.S.C. Sec. 11001 et
     seq.), each as amended or supplemented, and any analogous future or
     present local, state and federal statutes and regulations promulgated
     pursuant thereto, each as in effect as of the date of determination.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
     amended from time to time, and any successor statute.

          "ERISA Affiliate", as applied to any Person, means (i) any
     corporation which is, or was at any time, a member of a controlled group
     of corporations within the meaning of Section 414(b) of the Internal
     Revenue Code of which that Person is, or was at any time, a member;
     (ii) any trade or business (whether or not incorporated) which is, or was
     at any time, a member of a group of trades or businesses under common
     control within the meaning of Section 414(c) of the Internal Revenue Code
     of which that Person is, or was at any time, a member; and (iii) any
     member of an affiliated service group within the meaning of Section 414(m)
     or (o) of the Internal Revenue Code of which that Person, any corporation
     described in clause (i) above or any trade or business described in clause
     (ii) above is, or was at any time, a member.

          "ERISA Event" means (i) a "reportable event" within the meaning of
     Section 4043 of ERISA and the regulations issued thereunder with respect
     to any Pension Plan (excluding those for which the provision for 30-day
     notice to the PBGC has been waived by regulation); (ii) the failure to
     meet the minimum funding standard of Section 412 of the Internal Revenue
     Code with respect to any Pension Plan (whether or not waived in accordance
     with Section 412(d) of the Internal Revenue Code) or the failure to make
     by its due date a required installment under Section 412(m) of the
     Internal Revenue Code with respect to any Pension Plan or the failure to
     make any required contribution to a Multiemployer Plan; (iii) the
     provision by the administrator of any Pension Plan pursuant to Section
     4041(a)(2) of ERISA of a notice of intent to terminate such plan in a
     distress termination described in Section 4041(c) of ERISA; (iv) the
     withdrawal by Company or any of its ERISA Affiliates from any Pension Plan
     with two or more contributing sponsors or the termination of any such
     Pension Plan resulting in liability pursuant to Sections 4063 or 4064 of
     ERISA; (v) the institution by the PBGC of proceedings to terminate any
     Pension Plan, or the occurrence of any event or condition which might
     constitute grounds under ERISA for the termination of, or the appointment
     of a trustee to administer, any Pension Plan; (vi) the imposition of
     liability on Company or any of its ERISA Affiliates pursuant to Section
     4062(e) or 4069 of ERISA or by reason of the application of Section
     4212(c) of ERISA; (vii) the withdrawal by Company or any of its ERISA
     Affiliates in a complete or partial withdrawal (within the meaning of
     Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is
     any potential liability therefor, or the receipt by Company or any of its
     ERISA Affiliates of notice from any Multiemployer Plan that it is in
     reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or
     that it intends to terminate or has terminated under Section 4041A or 4042
     of ERISA; (viii) the occurrence of an act or omission which could give
     rise to the imposition on Company or any of its ERISA Affiliates of fines,
     penalties, taxes or related charges under Chapter 43 of the Internal
     Revenue Code or under Section 409 or 502(c), (i) or (l) or 4071 of ERISA
     in respect of any Employee Benefit Plan; (ix) the assertion of a material
     claim (other than routine claims for benefits) against any Employee
     Benefit Plan other than a Multiemployer Plan or the assets thereof, or
     against Company or any of its ERISA Affiliates in connection with any such
     Employee Benefit Plan; (x) receipt from the Internal Revenue Service of
     notice of the failure of any Pension Plan (or any other Employee Benefit
     Plan intended to be qualified under Section 401(a) of the Internal Revenue
     Code) to qualify under Section 401(a) of the Internal Revenue Code, or the
     failure of any trust forming part of any Pension Plan to qualify for
     exemption from taxation under Section 401(a) of the Internal Revenue Code;
     or (xi) the imposition of a Lien pursuant to Section 401(a)(29) or 412(n)
     of the Internal Revenue Code or pursuant to ERISA with respect to any
     Pension Plan. 

          "Event of Default" means each of the events set forth in Section 8.

          "Excess Funding Borrower" has the meaning assigned to that term in
     subsection 11.21.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended
     from time to time, and any successor statute.

          "Existing Letter of Credit" means each Letter of Credit (as defined
     in the Existing Loan Agreement) outstanding on the Effective Date that has
     not expired or been cancelled as of the Effective Date.

          "Existing Loan Agreement" means the Original Loan Agreement as
     amended and in effect immediately prior to the Effective Date.

          "Existing Loan Documents" means the Account Collateral Security
     Agreement, the Borrower Pledge Agreement, the Borrower Security Agreement,
     the Existing Mortgages, the Guarantor Pledge Agreement, the Guarantor
     Security Agreement,  the Guaranty Agreement and that certain Subordination
     Agreement dated as of May 28, 1993 made by the Company and each of its 
     subsidiaries identified as a Credit Party therein, in favor of the Lenders.

          "Existing Loans" means the Existing Tranche A Loans and Existing
     Tranche B Loans.

          "Existing Mortgages" means the Mortgages listed on Schedule 5.22
     annexed hereto, each issued by a Borrower or Guarantor to the Collateral
     Agent with respect to certain real property owned by such Borrower or
     Guarantor, and filed in the locations indicated on Schedule 5.22 annexed
     hereto.

          "Existing Mortgaged Properties" means the parcels of real property
     listed on Schedule 5.22 annexed hereto, each encumbered by an Existing
     Mortgage pursuant to the Existing Loan Agreement by a Borrower or
     Guarantor to the Collateral Agent. 

          "Existing Notes" has the meaning assigned to that term in subsection
     2.1.

          "Existing Tranche A Loan" has the meaning specified in subsection
     2.1E.

          "Existing Tranche B Loan" has the meaning specified in subsection
     2.1E.

          "Facilities" means any and all real property (including, without
     limitation, all buildings, fixtures and other improvements located
     thereon) now, hereafter or heretofore, owned, leased, operated or used by
     Company or any of its Subsidiaries or any of their respective predecessors
     or Affiliates.

          "Federal Funds Effective Rate" means, for any period, a fluctuating
     interest rate equal for each day during such period to the weighted
     average of the rates on overnight Federal funds transactions with members
     of the Federal Reserve System arranged by Federal funds brokers, as
     published for such day (or, if such day is not a Business Day, for the
     next preceding Business Day) by the Federal Reserve Bank of New York, or,
     if such rate is not so published for any day which is a Business Day, the
     average of the quotations for such day on such transactions received by
     Agent from three Federal funds brokers of recognized standing selected by
     Agent.

          "Florida Division" means all tangible assets of the Company and its
     Subsidiaries located in Florida, including the assets of Calton Homes of
     Florida, Inc., and the capital stock of Calton Homes of Florida, Inc.

          "Funding Date" means the date of the funding of a Loan.

          "GAAP" means, subject to the limitations on application thereof set
     forth in subsection 1.2, generally accepted accounting principles set
     forth in the opinions and pronouncements of the Accounting Principles
     Board of the American Institute of Certified Public Accountants and
     statements and pronouncements of the Financial Accounting Standards Board
     or in such other statements by such other entity as may be approved by a
     significant segment of the accounting profession, that are applicable to
     the circumstances as of the date of determination.

          "General Release" means a General Release Agreement dated as of the
     Effective Date, substantially in the form of Exhibit N hereto, executed
     and delivered by the Credit Parties.

          "Government Authorization" means any permit, entitlement, license,
     order, approval, exemption, authority, certification, franchise, building
     permit, plot plan approval, subdivision approval, site plan review,
     environmental approval (including an environmental impact statement or
     report if required under applicable law), sewer and waste discharge
     permit, national pollutant discharge elimination system permit, water
     permit, zoning and land use entitlement or other authorization whether now
     existing or hereafter issued or obtained by the Company or any of its
     Subsidiaries given or issued by any federal, state, local, or other
     governmental authority, department, commission, court, board, bureau,
     agency or instrumentality.

          "Guarantor Pledge Agreement" means the Guarantor Pledge Agreement
     dated as of May 28, 1993, executed and delivered by Guarantors (other than
     the Restricted Talpro Entities) and Collateral Agent pursuant to the
     Existing Loan Agreement, as such agreement has been amended to the date
     hereof and as the same may hereafter be further amended, supplemented or
     otherwise modified from time to time.

          "Guarantor Security Agreement" means the Guarantor Security Agreement
     dated as of May 28, 1993, executed and delivered by Guarantors (other than
     the Restricted Talpro Entities) and Collateral Agent pursuant to the
     Existing Loan Agreement, as such agreement has been amended to the date
     hereof and as the same may hereafter be further amended, supplemented or
     otherwise modified from time to time.

          "Guaranty Agreement" means that certain Amended and Restated Guaranty
     and Security Agreement dated as of May 28, 1993, executed and delivered by
     Guarantors pursuant to the Existing Loan Agreement, as the same has been
     amended to the date hereof and as it may hereafter be amended,
     supplemented or otherwise modified from time to time.

          "Guarantors" means each of the Credit Parties that is a party to the
     Guaranty Agreement including any Persons added after the Effective Date
     pursuant to subsection 3.2(E), but excluding Persons identified in
     subsection 5.24 that are dissolved after the Effective Date pursuant to
     subsection 6.12.

          "Hazardous Materials" means (i) any chemical, material or substance
     at any time defined as or included in the definition of "hazardous
     substances", "hazardous wastes", "hazardous materials," "extremely
     hazardous waste", "restricted hazardous waste," "infectious waste," "toxic
     substances" or any other formulations intended to define, list or classify
     substances by reason of deleterious properties such as ignitibility,
     corrosivity, reactivity, carcinogenicity, toxicity, reproductive toxicity,
     "TCLP toxicity" or "EP toxicity" or words of similar import under any
     applicable Environmental Laws or publications promulgated pursuant
     thereto; (ii) any oil, petroleum, petroleum fraction or petroleum derived
     substance; (iii) any drilling fluids, produced waters and other wastes
     associated with the exploration, development or production of crude oil,
     natural gas or geothermal resources; (iv) any flammable substances or
     explosives; (v) any radioactive materials; (vi) asbestos in any form;
     (vii) urea formaldehyde foam insulation; (viii) electrical equipment which
     contains any oil or dielectric fluid containing levels of polychlorinated
     biphenyls in excess of fifty parts per million; (ix) pesticides and
     herbicides; and (x) any other chemical, material or substance, exposure to
     which is prohibited, limited or regulated by any governmental authority or
     which may or could pose a hazard to the health and safety of the owners,
     occupants or any Persons in the vicinity of the Facilities.

          "Indebtedness", as applied to any Person, means (i) all indebtedness
     for borrowed money, (ii) that portion of obligations with respect to
     Capital Leases that is properly classified as a liability on a balance
     sheet in conformity with GAAP, (iii) notes payable and drafts accepted
     representing extensions of credit whether or not representing obligations
     for borrowed money, (iv) any obligation owed for all or any part of the
     deferred purchase price of property or services (excluding any such
     obligations incurred under ERISA), which purchase price is (A) due more
     than six months from the date of incurrence of the obligation in respect
     thereof or (B) evidenced by a note or similar written instrument, and
     (v) all indebtedness secured by any Lien on any property or asset owned or
     held by that Person regardless of whether the indebtedness secured thereby
     shall have been assumed by that Person or is nonrecourse to the credit of
     that Person.  Obligations under Interest Rate Agreements constitute
     Contingent Obligations and not Indebtedness.

          "Indemnitee" has the meaning assigned to that term in
     subsection 11.3.

          "Intellectual Property" means all patents, trademarks, tradenames,
     copyrights, technology, know-how and processes used in or necessary for
     the conduct of the business of Company and its Subsidiaries as currently
     conducted that are material to the condition (financial or otherwise),
     business or operations of Company and its Subsidiaries, taken as a whole.

          "Intercompany Loan" means any loan, advance or other extension of
     credit made by any Borrower to another Credit Party.

          "Intercompany Loan Recipient" means the recipient of an Intercompany
     Loan.

          "Intercompany Note" means an intercompany note evidencing
     indebtedness owed by any Credit Party to a Borrower, substantially in the
     form of Exhibit K annexed hereto.

          "Interest Payment Date" means the first Business Day of each month
     commencing on the first such date to occur after the Effective Date.  

          "Interest Rate Agreement" means any interest rate swap agreement,
     interest rate cap agreement, interest rate collar agreement or other
     similar agreement or arrangement designed to protect Company or any of its
     Subsidiaries against fluctuations in interest rates.

          "Internal Revenue Code" means the Internal Revenue Code of 1986, as
     amended to the date hereof and from time to time hereafter.

          "Inventory Property" means any real property, or interest in real
     property, together with all improvements thereon held for sale or lease by
     any Credit Party in the ordinary course of its business.

          "Inventory Property Closing" means the closing of the sale by a
     Credit Party of an Inventory Property (or portion thereof) in the ordinary
     course of its business.

          "Investment" means (i) any direct or indirect purchase or other
     acquisition by Company or any of its Subsidiaries of, or of a beneficial
     interest in, stock or other Securities of any other Person, or (ii) any
     direct or indirect loan, advance (other than advances to employees for
     moving, entertainment and travel expenses, drawing accounts and similar
     expenditures in the ordinary course of business) or capital contribution
     by Company or any of its Subsidiaries to any other Person, including all
     Indebtedness and accounts receivable from that other Person that are not
     current assets or did not arise from sales to that other Person in the
     ordinary course of business. The amount of any Investment shall be the
     original cost of such Investment plus the cost of all additions thereto,
     without any adjustments for increases or decreases in value, or write-ups,
     write-downs or write-offs with respect to such Investment.

          "Issuing Lender" means Chase with respect to any Letter of Credit
     issued by Chase pursuant to the terms of Section 2.8 hereof.

          "Joint Venture" means a joint venture, partnership or other similar
     arrangement, whether in corporate, partnership or other legal form;
     provided that, as to any such arrangement in corporate form, such
     corporation shall not, as to any Person of which such corporation is a
     Subsidiary, be considered to be a Joint Venture to which such Person is a
     party.

          "Land Acquisition Costs" means any expenditures (whether paid in cash
     or other consideration or accrued as a liability) to acquire real property
     or interests in real property, whether by purchase or otherwise, other
     than Land Development Costs and expenditures funded from proceeds of
     Purchase Money Mortgage Obligations permitted by Section 7.1 hereof.

          "Land Development Costs" means any expenditures (whether paid in cash
     or other consideration or accrued as a liability) to develop or improve
     real property, including without limitation, carrying costs, development
     and planning costs, direct construction costs, direct engineering costs
     and direct costs of obtaining governmental approvals.

          "Leasehold Consent" has the meaning assigned to that term in
     subsection 3.2D(i)(c).

          "Lender" and "Lenders" means the Tranche A Lenders and the Tranche B
     Lenders and, with respect to Letters of Credit, the Issuing Lender and the
     Lenders purchasing participations therein.

          "Letter of Credit Usage" means as of any date of determination, with
     respect to all outstanding Letters of Credit, the sum of (i) the maximum
     aggregate amount which is or at any time thereafter may become available
     for drawing under such Letters of Credit plus (ii) the aggregate amount of
     all drawings under such Letters of Credit honored by the Issuing Lender
     thereof and not theretofore reimbursed by Borrowers.

          "Letters of Credit" means any of the standby letters of credit issued
     or to be issued by Issuing Lender for the account of Borrowers pursuant to
     subsection 2.8.

          "Lien" means any lien, mortgage, deed of trust, pledge, assignment,
     security interest, charge or encumbrance of any kind (including any
     conditional sale or other title retention agreement, any lease in the
     nature thereof, and any agreement to give any security interest) and any
     option, trust or other preferential arrangement having the practical
     effect of any of the foregoing.

          "Loan" or "Loans" means one or more of the Revolving Loans or any
     combination thereof.

          "Loan Documents" means this Amended Loan Agreement, the Existing Loan
     Documents, the New Loan Documents and, to the extent not included in the
     foregoing, the Security Documents.

          "Margin Stock" has the meaning assigned to that term in Regulation U
     of the Board of Governors of the Federal Reserve System as in effect from
     time to time.

          "Material Adverse Effect" means (i) a material adverse effect upon
     the business, operations, properties, assets, condition (financial or
     otherwise) or prospects of Company and its Subsidiaries taken as a whole
     or (ii) the impairment of the ability of any Credit Party to perform, or
     of Agent, Collateral Agent or Lenders to enforce, the Obligations. 

          "Monthly Date" means the first day of each month commencing with the
     first such date immediately following the Effective Date.

          "Monthly Inventory Activity Report" means the inventory activity
     reports delivered to Agent, Collateral Agent, and, upon request, the
     Lenders, on a monthly basis pursuant to subsection 6.1(i)(a).

          "Monthly Inventory Certification Reports" means the inventory
     certification reports to be delivered to Agent, Collateral Agent and, upon
     request, the Lenders on a monthly basis pursuant to subsection
     6.1(i)(c)(1).

          "Mortgage Policies" has the meaning assigned to that term in
     subsection 3.2D(i)(d).

          "Mortgaged Properties" means the Existing Mortgaged Properties and
     any Additional Mortgaged Properties.

          "Mortgages" shall mean each of the mortgages, deeds of trust,
     leasehold mortgages, leasehold deeds of trust, collateral assignment of
     leases or other real estate security documents (including any Existing
     Mortgages as amended by any Mortgage Amendments) heretofore, now or
     hereafter delivered by any Credit Party to Collateral Agent (or its
     subagent) with respect to any Mortgaged Properties or Additional Mortgaged
     Properties, as the same may be amended, supplemented or otherwise modified
     from time to time.  Any mortgage or leasehold mortgage shall be
     substantially in the form of the Existing Mortgages, as modified by the
     Mortgage Amendments.

          "Mortgage Amendments" has the meaning assigned thereto in subsection
     6.14.

          "Multiemployer Plan" means a "multiemployer plan", as defined in
     Section 3(37) of ERISA, to which any Credit Party or any of its ERISA
     Affiliates is contributing, or ever has contributed, or to which a Credit
     Party or any of its ERISA Affiliates has, or ever has had, an obligation
     to contribute.

          "Net Cash Proceeds" means, with respect to any Asset Sale, Cash
     Proceeds of such Asset Sale net of bona fide direct costs of sale
     including (i) income taxes reasonably estimated to be actually payable as
     a result of such Asset Sale within two years of the date of such Asset
     Sale and (ii) payment of the outstanding principal amount of, premium or
     penalty, if any, and interest on any Indebtedness (other than the Loans)
     required to be repaid under the terms thereof as a result of such Asset
     Sale.

          "Net Closing Proceeds" means, with respect to any sale of a Release
     Property or any other Real Estate by a Credit Party, the gross sales price
     to be paid by the purchaser for such property less sums attributable to
     (i) closing costs, including without limitation, legal costs of the seller
     in connection with the sale of such property, transfer taxes, fees for
     recording the applicable lien release, and typical closing adjustments for
     real property closing (such as prorations for real property taxes and
     utility charges), in each case to the extent customarily paid by sellers
     of real property in the relevant jurisdiction and in reasonable amounts,
     (ii) in the case of any property subject to a Purchase Money Mortgage
     approved by the Lenders, any amount which must be applied in repayment of
     the related Purchase Money Mortgage Obligation pursuant to the terms of
     the documents governing such Purchase Money Mortgage Obligation, and (iii)
     such other items as shall have been pre-approved as to item and amount by
     the Agent and Requisite Lenders.

          "Net Realizable Value" means, with respect to any real property, the
     net realizable value of such real property as calculated by Company for
     financial accounting purposes, according to GAAP and consistent with past
     practices of Company.

          "New Loan Documents" means this Amended Loan Agreement, the Notes,
     the General Release, the Acknowledgement and Confirmation, and all other
     new agreements to be executed by the Credit Parties on the Effective Date.

          "Notes" means one or more of the Revolving Notes.

          "Notice of Borrowing" means a notice substantially in the form of
     Exhibit M annexed hereto delivered by Borrowers to Agent and each Lender
     pursuant to subsection 2.1B with respect to a proposed borrowing.

          "Notice of Issuance/Amendment" means a notice delivered by Borrowers
     substantially in the form of Exhibit O annexed hereto with respect to a
     proposed issuance or amendment of a Letter of Credit.

          "Obligations" means all obligations of every nature of each Credit
     Party from time to time owed to Agent, Collateral Agent, Lenders or any of
     them under the Loan Documents, whether for principal, interest, fees,
     expenses, indemnification or otherwise.

          "Officers' Certificate" means, as applied to any corporation, a
     certificate executed on behalf of such corporation by its chairman of the
     board (if an officer) or its president or one of its vice presidents and
     by its chief financial officer or its treasurer; provided that every
     Officers' Certificate with respect to the compliance with a condition
     precedent to the effectiveness of the Amended Loan Agreement or the making
     of any Loans or issuing of any Letters of Credit hereunder shall include 
     (i) a statement that the officer or officers making or giving such
     Officers' Certificate have read such condition and any definitions or
     other provisions contained in this Amended Loan Agreement relating
     thereto, (ii) a statement that, in the opinion of the signers, they have
     made or have caused to be made such examination or investigation as is
     necessary to enable them to express an informed opinion as to whether or
     not such condition has been complied with, and (iii) a statement as to
     whether, in the opinion of the signers, such condition has been complied
     with.

          "Operating Lease" means, as applied to any Person, any lease
     (including, without limitation, leases that may be terminated by the
     lessee at any time) of any property (whether real, personal or mixed) that
     is not a Capital Lease other than any such lease under which that Person
     is the lessor.

          "Original Loan Agreement" means the Amended Loan and Security
     Agreement dated as of May 28, 1993 among Company, Calton Funding, Inc.,
     the financial institutions listed therein as Lenders and Chemical Bank, as
     agent and collateral agent for the Lenders.

          "Other Borrower Obligations" has the meaning assigned to that term in
     subsection 11.21.

          "Partial Release" means a lien release executed by the Collateral
     Agent releasing the Lien held by the Collateral Agent in an Inventory
     Property (or a portion thereof) in connection with an Inventory Property
     Closing, all pursuant to the terms of subsection 3.2D(ii).

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

          "Pension Plan" means any Employee Benefit Plan, other than a
     Multiemployer Plan, which is subject to Section 412 of the Internal
     Revenue Code or Section 302 of ERISA.

          "Permitted Encumbrances" means the following types of Liens (other
     than any such Lien imposed pursuant to Section 401(a)(29) or 412(n) of the
     Internal Revenue Code or by ERISA):

               (i)  Liens for taxes, assessments or governmental charges or
          claims the payment of which is not, at the time, required by
          subsection 6.3;

               (ii) Statutory Liens of landlords and Liens of carriers,
          warehousemen, mechanics and materialmen and other Liens imposed by
          law incurred in the ordinary course of business for sums not yet
          delinquent or being contested in good faith, if bonded to the extent
          required to preserve the Liens granted to the Collateral Agent (for
          the benefit of the Lenders) under the Loan Documents, and if such
          reserve or other appropriate provision, if any, as shall be required
          by GAAP shall have been made therefor;

               (iii)Liens on personal property incurred or deposits made in the
          ordinary course of business in connection with workers' compensation,
          unemployment insurance and other types of social security, or to
          secure the performance of vendors, statutory obligations, surety and
          appeal bonds, bids, leases, government contracts, trade contracts,
          performance and return-of-money bonds and other similar obligations
          (exclusive of obligations for the payment of borrowed money);
          provided that (x) Liens other than deposits shall be unperfected or,
          if perfected, shall be junior to the Liens granted to the Collateral
          Agent (for the benefit of the Lenders) unless such Liens are validly
          perfected and of record immediately prior to the Effective Date and
          (y) the aggregate amount of such deposits shall not exceed $5,000,000
          at any time;

               (iv) Any attachment or judgment Lien not constituting an Event
          of Default under subsection 8.8;

               (v)  Easements, rights-of-way, restrictions, minor defects,
          encroachments or irregularities in title and other similar charges or
          encumbrances not interfering in any material respect with the
          ordinary conduct of the business of Company or any of its
          Subsidiaries and, as to the property affected by such Lien, not
          interfering with the intended use and development of that property;

               (vi) Any interest or title of a lessor or sublessor under any
          lease permitted by subsection 7.9;

               (vii)Liens in favor of the Collateral Agent (for the benefit of
          the Lenders) created pursuant to the terms of the Loan Documents; and
          

               (viii)Liens set forth on Schedule 5.8 annexed hereto.

          "Person" means and includes natural persons, corporations, limited
     partnerships, limited liability companies, general partnerships, joint
     stock companies, Joint Ventures, associations, companies, trusts, banks,
     trust companies, land trusts, business trusts or other organizations,
     whether or not legal entities, and governments and agencies and political
     subdivisions thereof.

          "Potential Event of Default" means a condition or event that, after
     notice or lapse of time or both, would constitute an Event of Default.

          "Prime Rate" means the rate that Chase announces from time to time as
     its prime lending rate, as in effect from time to time. The Prime Rate is
     a reference rate and does not necessarily represent the lowest or best
     rate actually charged to any customer.  Chase or any other Lender may make
     commercial loans or other loans at rates of interest at, above or below
     the Prime Rate.

          "Pro Rata Share" means, with respect to all computations and other
     matters relating to the Commitments of any Lender or any payments,
     computations or other matters with respect to the Revolving Loans of any
     Lender, the participation of any Lender in a Letter of Credit, and the
     indemnification obligation of any Lender, the percentage obtained by
     dividing (x) the Commitments of that Lender by (y) the aggregate
     Commitments of all Lenders, as such percentage may be adjusted by
     assignments or conversions permitted pursuant to subsection 11.1.  The
     initial Pro Rata Share of each Lender is set forth opposite the name of
     that Lender in Schedule 2.1 annexed hereto.

          "Public Information" means (i) all reports, proxy statements and
     other statements or schedules that have been filed with the Securities and
     Exchange Commission (the "SEC") under the Securities Exchange Act of 1934,
     as amended (the "1934 Act"), by Company or any of its Subsidiaries (except
     reports filed pursuant to Section 16(a) of the 1934 Act); (ii) all
     registration statements and prospectuses that have been filed by Company
     or any of its Subsidiaries with the SEC under the Securities Act, as
     amended, except those on Form S-8; (iii) any reports and other information
     that have been disseminated generally to holders of any class of Company's
     publicly traded equity or debt securities; and (iv) any press releases
     that have been issued by Company or any of its Subsidiaries.

          "Purchase Money Mortgage Lien" means a Lien on a real estate asset of
     Company or one of its Subsidiaries securing Purchase Money Mortgage
     Obligations incurred in connection with the acquisition of such real
     estate asset.

          "Purchase Money Mortgage Obligations" means any Indebtedness of
     Calton or any of its Subsidiaries incurred in connection with the
     acquisition of a real estate asset which is non-recourse to such Person
     and secured only by a Lien on such real estate asset.

          "Real Estate" means any and all real property (including, without
     limitation, all buildings, fixtures and other improvements located
     thereon) now, hereafter or heretofore owned, leased, operated or used by
     Company or any of its Subsidiaries or any of their respective predecessors
     or Affiliates.

          "Real Estate Project" means each parcel of real property of Company
     or any of its Subsidiaries, which constitutes, or will be developed as, a
     single subdivision or development (including in each case all buildings,
     fixtures and other improvements located thereon).

          "Redeemable Preferred Stock" means the redeemable preferred stock of
     Company, par value $0.10 per share.

          "Regulation D" means Regulation D of the Board of Governors of the
     Federal Reserve System, as in effect from time to time.

          "Release" means any release, spill, emission, leaking, pumping,
     pouring, injection, escaping, deposit, disposal, discharge, dispersal,
     dumping, leaching or migration of Hazardous Materials into the indoor or
     outdoor environment (including, without limitation, the abandonment or
     disposal of any barrels, containers or other closed receptacles containing
     any Hazardous Materials), or into or out of any Facility, including the
     movement of any Hazardous Material through the air, soil, surface water,
     groundwater or property.

          "Release Property" means an Inventory Property (or part thereof)
     released pursuant to a Partial Release from a lien of Collateral Agent for
     the benefit of the Lenders.

          "Renaissance Real Estate Project" means a Real Estate Project in
     Manchester Township, Ocean County, New Jersey, for an approximately 2,300
     unit active adult community development.

          "Requisite Lenders" means Requisite Tranche A Lenders and Requisite
     Tranche B Lenders.

          "Requisite Tranche A Lenders" means Tranche A Lenders having (i) 66-
     2/3% or more of the Tranche A Commitments or (ii) if the Tranche A
     Commitments have been terminated, Tranche A Lenders holding 66-2/3% or
     more of the Tranche A Loans.

          "Requisite Tranche B Lenders" means (i) Tranche B Lenders having 66-
     2/3% or more of the Tranche B Commitments or (ii) if the Tranche B
     Commitments have been terminated, Tranche B Lenders holding 66-2/3% or
     more of the Tranche B Loans. 

          "Restricted Credit Party" means Calton California Equity Corp.,
     Calton Capital, Inc., Calton Capital II, Inc., Calton General, Inc.,
     Calton Homes Finance, Inc., Calton Homes Finance II, Inc., Calcap
     Commercial Management, Inc., Calcap X, Inc., Calcap XV, Inc., Calcap XXXI,
     Inc., Calcap XXXII, Inc., Calcap XXXIII, Inc., Calcap 36, Inc., Talcon
     Title, L.P., Talpro 31, L.P., Talpro 32, L.P., Talpro 33, L.P.

          "Restricted Talpro Entities" means Talpro 31, L.P., Talpro 32, L.P.
     and Talpro 33, L.P.

          "Restricted Junior Payment" means (i) any dividend or other
     distribution, direct or indirect, on account of any shares of any class of
     stock of Company or any of its Subsidiaries now or hereafter outstanding,
     except a dividend payable solely in shares of that class of stock to the
     holders of that class, (ii) any redemption, retirement, sinking fund or
     similar payment, purchase or other acquisition for value, direct or
     indirect, of any shares of any class of stock of Company or any of its
     Subsidiaries now or hereafter outstanding, and (iii) any payment made to
     retire, or to obtain the surrender of, any outstanding warrants, options
     or other rights to acquire shares of any class of stock of Company or any
     of its Subsidiaries now or hereafter outstanding.

          "Revolving Loans" means one or more of the Tranche A Loans or the
     Tranche B Loans or any combination thereof.

          "Revolving Notes" means the promissory notes of Company issued
     pursuant to subsection 2.1D, to evidence the Tranche A Loans and Tranche B
     Loans of Lenders, substantially in the form of Exhibit A annexed hereto,
     as they may be amended, supplemented or otherwise modified from time to
     time.

          "Sales and Closing Reports" means the reports to be delivered to the
     Lenders on a monthly basis pursuant to the terms of subsection 6.1(ii)(b).

          "Sales/Acquisition Forecasts" means the forecasts to be delivered to
     Agent, Collateral Agent and, upon request, the Lenders on a monthly basis
     pursuant to the terms of subsection 6.1(i)(c)(2).

          "Scheduled Expiry Date" means the date determined pursuant to
     subsection 2.1F.

          "Securities" means any stock, shares, partnership interests, voting
     trust certificates, certificates of interest or participation in any
     profit-sharing agreement or arrangement, options, warrants, bonds,
     debentures, notes, or other evidences of indebtedness, secured or
     unsecured, convertible, subordinated or otherwise, or in general any
     instruments commonly known as "securities" or any certificates of inter-
     est, shares or participations in temporary or interim certificates for the
     purchase or acquisition of, or any right to subscribe to, purchase or
     acquire, any of the foregoing.

          "Securities Act" means the Securities Act of 1933, as amended from
     time to time, and any successor statute.

          "Security Documents" means the Account Collateral Security Agreement,
     the Borrower Security Agreement, the Guarantor Security Agreement, the
     Borrower Pledge Agreement, the Guarantor Pledge Agreement, the Mortgages,
     the Mortgage Policies, the Leasehold Consents and all deeds of trust,
     mortgages, security agreements, pledge agreements, assignments, licenses,
     landlord consents and releases and all other instruments or documents
     (including, without limitation, UCC-1 financing statements, fixture
     filings or similar documents required in order to perfect the security
     interests created by the Security Documents and/or any other Loan
     Document) delivered by a Credit Party pursuant to this Amended Loan
     Agreement or any other Loan Document in order to grant to Collateral Agent
     on behalf of Lenders Liens in real, personal or mixed property of that
     Credit Party.

          "Soft Costs" means, with respect to any Eligible Property, all
     capitalized interest expense, marketing costs and administrative expenses
     attributable to such Eligible Property.

          "Solvent" means, with respect to any Person, that as of the date of
     determination both (A) (i) the then fair saleable value of the property of
     such Person is (y) greater than the total amount of liabilities (including
     Contingent Obligations) of such Person and (z) greater than the amount
     that will be required to pay the probable liabilities on such Person's
     then existing debts as they become absolute and matured considering all
     financing alternatives and potential asset sales reasonably available to
     such Person; (ii) such Person's capital is sufficient to carry on its
     business or any contemplated or undertaken transaction; and (iii) such
     Person does not intend to incur, or believe (nor should it reasonably
     believe) that it will incur, debts beyond its ability to pay such debts as
     they become due; and (B) such Person is "solvent" within the meaning given
     that term and similar terms under applicable laws relating to preferential
     or fraudulent transfers and conveyances.

          "Spec Unit" means any dwelling units under development by Company and
     its Subsidiaries that have progressed beyond the foundation/slab/utility
     connection stage and are not subject to an executed contract of sale with
     a bona fide third party purchaser who has made a cash deposit with the
     appropriate Credit Party in an amount consistent with the Credit Parties'
     normal practices.

          "Subsidiary" means, with respect to any Person, any corporation,
     partnership, association, joint venture or other business entity of which
     more than 50% of the total voting power of shares of stock or other
     ownership interests entitled (without regard to the occurrence of any
     contingency) to vote in the election of the Person or Persons (whether
     directors, managers, trustees or other Persons performing similar
     functions) having the power to direct or cause the direction of the
     management and policies thereof is at the time owned or controlled,
     directly or indirectly, by that Person or one or more of the other
     Subsidiaries of that Person or a combination thereof; provided, however,
     that (i) for purposes of subsections 4.1, 5.1, 5.10, the term "Subsidiary"
     shall not include Calton Homes of Tampa, Inc., or Calcap 42, Inc. and 
     (ii) for purposes of Sections 7.1, 7.2A, 7.3, 7.4, 7.9, 7.12, 8.2 and 8.8,
     the term "Subsidiary" shall not include Calton Capital, Inc., Calcap
     VII, Inc., Calcap XV, Inc., Calcap XXII, Inc., Calcap XXIV, Inc., Calcap
     XXVI, Inc., Calcap 35, Inc., Haddon General, Inc. and Calcap 46, Inc.

          "Tax" or "Taxes" means any present or future tax, levy, impost, duty,
     charge, fee, deduction or withholding of any nature and whatever called,
     by whomsoever, on whomsoever and wherever imposed, levied, collected,
     withheld or assessed; provided that "Tax on the overall net income" of a
     Person shall be construed as a reference to a tax imposed by the
     jurisdiction in which that Person's principal office (and/or, in the case
     of a Lender, its lending office) is located on all or part of the net
     income, profits or gains of that Person (whether worldwide, or only
     insofar as such income, profits or gains are considered to arise in or to
     relate to a particular jurisdiction, or otherwise).

          "Total Utilization" means, as at any date of determination, the sum
     of (i) the aggregate principal amount of all outstanding Loans, and (ii)
     the Letter of Credit Usage.

          "Tranche A Commitments" means the commitments of Tranche A Lenders to
     make Tranche A Loans as set forth in subsection 2.1A.

          "Tranche A Lender" means those persons identified as "Tranche A
     Lenders" on Schedule 2.1 annexed hereto, together with their successors
     and permitted assigns, pursuant to subsection 11.1; provided, however,
     that if at any time a Tranche A Lender fails to satisfy the requirements
     of subsection 11.1D(i), such Lender shall automatically be a Tranche B
     Lender hereunder; and provided, further, that if at any time a Tranche B
     Lender satisfies the requirements of subsection 11.1D(i), such Lender may,
     pursuant to the terms of subsection 11.1D(ii) hereof, elect to become a
     Tranche A Lender hereunder.  The term "Tranche A Lenders," when used in
     the context of a particular Commitment, shall mean Lenders having that
     Commitment.

          "Tranche A Letter of Credit Usage" means, as of any date of
     determination, the product of (i) the Letter of Credit Usage as of such
     date multiplied by (ii) a ratio, the numerator of which is the Pro Rata
     Shares of all Tranche A Lenders and the denominator of which is the Pro
     Rata Shares of all Lenders.

          "Tranche A Loans" means the Revolving Loans made by Tranche A Lenders
     pursuant to subsection 2.1A(i); provided that, upon any conversion of a
     Lender from one tranche to another, such Lender's Revolving Loans shall
     automatically convert to the appropriate tranche.

          "Tranche A Utilization" means, as of any date of determination, the
     sum of (i) the aggregate principal amount of all Tranche A Loans
     outstanding, plus (ii) the Tranche A Letter of Credit Usage as of such
     date.

          "Tranche B Commitments" means the commitments of Tranche B Lenders to
     make Tranche B Loans as set forth in subsection 2.1A.

          "Tranche B Lender" means those Persons identified as "Tranche B
     Lenders" on Schedule 2.1 annexed hereto, together with their successors
     and permitted assigns, pursuant to subsection 11.1; provided, however,
     that if at any time a Tranche A Lender fails to satisfy the requirements
     of subsection 11.1D(i), such Lender shall automatically be a Tranche B
     Lender hereunder; and provided, further, that if at any time a Tranche B
     Lender satisfies the requirements of subsection 11.1D(i), such Lender may,
     pursuant to the terms of subsection 11.1D(ii) hereof, elect to become a
     Tranche A Lender hereunder.  The term "Tranche B Lenders," when used in
     the context of a particular Commitment, shall mean Lenders having that
     Commitment.

          "Tranche B Letter of Credit Usage" means, as of any date of
     determination, the product of (i) the Letter of Credit Usage as of such
     date multiplied by (ii) a ratio, the numerator of which is the Pro Rata
     Shares of all Tranche B Lenders and the denominator of which is the Pro
     Rata Shares of all Lenders.

          "Tranche B Loans" means the Revolving Loans made by Tranche B Lenders
     pursuant to subsection 2.1A(ii); provided that, upon any conversion of a
     Lender from one tranche to another, such Lender's Revolving Loans shall
     automatically convert to the appropriate tranche.

          "Tranche B Utilization" means, as of any date of determination, the
     sum of (i) the aggregate principal amount of all Tranche B Loans
     outstanding, plus (ii) the Tranche B Letter of Credit Usage as of such
     date.

          "Weekly Inventory Activity Reports" means the inventory activity
     reports to be delivered to Agent, Collateral Agent and, upon request, the
     Lenders on a weekly basis pursuant to subsection 6.1(i)(a).

1.2  Accounting Terms; Utilization of GAAP for Purposes of Calculations Under
     Agreement.

     Except as otherwise expressly provided in this Amended Loan Agreement, all
accounting terms not otherwise defined herein shall have the meanings assigned
to them in conformity with GAAP.  Financial statements and other information
required to be delivered by Company to Lenders pursuant to clauses (iii), (iv),
(v) and (xv) of subsection 6.1 shall be prepared in accordance with GAAP as in
effect at the time of such preparation (and delivered together with the
reconciliation statements provided for in subsection 6.1(vii)).  Calculations
in connection with the definitions, covenants and other provisions of this
Amended Loan Agreement shall utilize accounting principles and policies in
conformity with those used to prepare the financial statements referred to in
subsection 5.6.

1.3  Other Definitional Provisions.

     References to "Sections" and "subsections" shall be to Sections and
subsections, respectively, of this Amended Loan Agreement unless otherwise
specifically provided.  Any of the terms defined in subsection 1.1 may, unless
the context otherwise requires, be used in the singular or the plural,
depending on the reference.


                                  SECTION 2.
               AMOUNTS AND TERMS OF LOANS AND LETTERS OF CREDIT

2.1  Commitments; Revolving Loans.

     A.   Commitments.  Subject to the terms and conditions of this Agreement
and in reliance upon the representations and warranties of the Credit Parties
herein set forth, each Lender hereby severally agrees to make the Revolving
Loans described in this subsection 2.1A.

          (i)  Tranche A Loans.  Each Tranche A Lender severally agrees,
     subject to the limitations set forth in subsection 2.1A(iii) below with
     respect to the maximum amount of Loans permitted to be outstanding from
     time to time, to lend to Borrowers, as joint and several obligors, from
     time to time during the period from the Effective Date to but excluding
     the Commitment Termination Date an aggregate amount not exceeding its Pro
     Rata Share of the aggregate Commitments to be used for the purposes
     identified in subsection 2.5A.  Each Tranche A Lender's commitment to make
     Tranche A Loans to Borrowers pursuant to this subsection 2.1A is herein
     called its "Tranche A Commitment" and such commitments of all Tranche A
     Lenders in the aggregate are herein called the "Tranche A Commitments." 
     The amount of each Lender's Tranche A Commitment as of the Effective Date
     is set forth opposite its name on Schedule 2.1 hereto and the aggregate
     Tranche A Commitments as of the Effective Date are $35,650,000; provided,
     that the amount of the Tranche A Commitments shall be reduced from time to
     time by the amount of any reductions thereto made pursuant to subsection
     2.4.  Each Lender's Tranche A Commitment shall expire on the Commitment
     Termination Date and all Tranche A Loans and all other amounts owed
     hereunder shall be paid in full no later than that date.  Amounts borrowed
     under this subsection 2.1A(i) may be repaid and reborrowed to but
     excluding the Commitment Termination Date.

          (ii) Tranche B Loans.  Each Tranche B Lender hereby severally agrees,
     subject to the limitations set forth in subsection 2.1A(iii) below with
     respect to the maximum amount of Loans permitted to be outstanding from
     time to time, to lend to Borrowers, as joint and several obligors, from
     time to time during the period from the Effective Date to but excluding
     the Commitment Termination Date an aggregate amount not exceeding its Pro
     Rata Share of the aggregate Commitments to be used for the purposes
     identified in subsection 2.5A.  Each Tranche B Lender's commitment to make
     Tranche B Loans to Borrowers pursuant to this subsection 2.1A is herein
     called its "Tranche B Commitment" and such commitments of all Tranche B
     Lenders in the aggregate are herein called the "Tranche B Commitments." 
     The amount of each Lender's Tranche B Commitment as of the Effective Date
     is set forth opposite its name on Schedule 2.1 hereto and the aggregate
     Tranche B Commitments as of the Effective Date is $10,350,000; provided,
     that the amount of the Tranche B Commitments shall be reduced from time to
     time by the amount of any reductions thereto made pursuant to subsection
     2.4.  Each Lender's Tranche B Commitment shall expire on the Commitment
     Termination Date and all Tranche B Loans and all other amounts owed
     hereunder shall be paid in full no later than that date.  Amounts borrowed
     under this subsection 2.1A may be repaid and reborrowed to but excluding
     the Commitment Termination Date.

          (iii)Limitations on Loans.

               (a)  The Loans and the Commitments shall be subject to the
          following limitations in the amounts and during the periods
          indicated: (1) the Total Utilization may not at any time exceed the
          Borrowing Base as in effect at such time; (2) the Total Utilization
          may not at any time exceed the Commitments; (3) the amount otherwise
          available for borrowing under the Tranche A Commitments as of any
          time of determination (other than to reimburse the Issuing Lender for
          the amount of any drawings under any Letters of Credit honored by
          Issuing Lender and not theretofore reimbursed by Borrowers) shall be
          reduced by the Tranche A Letter of Credit Usage as of such time of
          determination; and (4) the amount otherwise available for borrowing
          under the Tranche B Commitments as of any time of determination
          (other than to reimburse the Issuing Lender for the amount of any
          drawings under any Letters of Credit honored by the Issuing Lender
          and not theretofore reimbursed by Borrowers) shall be reduced by the
          Tranche B Letter of Credit Usage as of such time of determination.  

               (b)  Borrowers shall not make any borrowing under this
          subsection 2.1A the proceeds of which are used to make an
          Intercompany Loan unless, as of the date of the making of such
          Intercompany Loans: (1) the Intercompany Loan shall be permitted by
          subsection 7.1(iv) and shall be made as a direct loan to the
          Intercompany Loan Recipient and shall be reflected as a loan on the
          books and accounts of both the Intercompany Loan Recipient and the
          Person making the Intercompany Loan; and (2) the obligation of the
          Intercompany Loan Recipient to repay the Intercompany Loan (x) shall
          be evidenced by an Intercompany Note, which shall be pledged to
          Collateral Agent to secure the Obligations, and (y) shall be
          subordinated in right and time of payment to the payment in full of
          the Obligations, and any payment by such Intercompany Loan Recipient
          under its Guaranty, if any, shall result in a pro tanto reduction of
          the amount owing by such Intercompany Loan Recipient to Borrowers in
          respect of Intercompany Loans.

     B.   Borrowing Mechanics.  Revolving Loans made on any Funding Date shall
be in an aggregate minimum amount of $1,000,000 and integral multiples of
$500,000 in excess of that amount.  Whenever Borrowers desire that Lenders make
Revolving Loans, they shall deliver to Agent and each Lender a Notice of
Borrowing no later than 12:00 noon (New York time) at least three Business Days
in advance of the proposed Funding Date.  The Notice of Borrowing shall specify
(i) the proposed Funding Date (which shall be a Business Day), and (ii) the
amount of Revolving Loans requested.  In lieu of delivering the above-described
Notice of Borrowing, a Borrower may give Agent and each Lender telephonic
notice by the required time of any proposed borrowing under this subsection
2.1B; provided that such notice shall be promptly confirmed in writing by
delivery of a Notice of Borrowing to Agent and each Lender on or before the
applicable Funding Date. 

     Neither Agent nor any Lender shall incur any liability to Borrowers in
acting upon any telephonic notice referred to above that Agent or such Lender
believes in good faith to have been given by a duly authorized officer or other
person authorized to borrow on behalf of a Borrower or for otherwise acting in
good faith under this subsection 2.1B, and upon funding of Revolving Loans by
Lenders in accordance with this Amended Loan Agreement pursuant to any such
telephonic notice Borrowers shall have effected Revolving Loans hereunder.

     C.   Disbursement of Funds.  Except as otherwise provided in the next
sentence, all Revolving Loans under this Amended Loan Agreement shall be made
by Tranche A Lenders and Tranche B Lenders simultaneously and proportionately
to their respective Pro Rata Shares of the aggregate Commitments, it being
understood that no Lender shall be responsible for any default by any other
Lender in that other Lender's obligation to make a Revolving Loan requested
hereunder nor shall the Commitment of any Lender to make a Revolving Loan
requested hereunder be increased or decreased as a result of a default by any
other Lender in that other Lender's obligation to make a Loan requested hereun-
der.  If any conditions to funding set forth in Section 4 hereof have not been
satisfied in connection with a borrowing requested pursuant to subsection 2.1B
and Requisite Tranche A Lenders or Requisite Tranche B Lenders, as the case may
be, have agreed to waive such conditions with respect to funding for their
tranche in accordance with subsection 11.6, (i) Lenders in such tranche shall
simultaneously fund their Pro Rata Shares of the borrowing requested pursuant
to subsection 2.1B, and (ii) Lenders in the other tranche shall have no
obligation to fund the remaining portion of such requested borrowing.  Promptly
after receipt by each Lender of a Notice of Borrowing pursuant to subsection
2.1B (or telephonic notice in lieu thereof), and upon satisfaction or waiver of
the conditions precedent specified in Section 4 with respect to a particular
tranche, Lenders in such tranche shall make the proceeds of Revolving Loans in
such tranche available to the Borrowers on the Funding Date by causing an
amount of same day funds equal to the proceeds of all such Revolving Loans to
be credited to the account of Borrowers at the office of Agent specified in the
preceding sentence.

     D.   Revolving Notes.  Borrowers shall execute and deliver to each Lender
(or to Agent for that Lender) on the Effective Date a Revolving Note
substantially in the form of Exhibit A hereto to evidence that Lender's Tranche
A Loans and Tranche B Loans, in the principal amount of that Lender's
Commitments.  The Tranche A Loans and Tranche B Loans made or continued
hereunder shall be evidenced by such Revolving Notes.  Upon the execution and
delivery to any Lender of a Revolving Note pursuant to this subsection 2.1D,
the Revolving Note that was executed and delivered to such Lender pursuant to
the Existing Loan Agreement (the "Existing Note") shall be null and void, and
such Lender shall promptly return such Existing Note to Borrowers for
cancellation.

     Agent may deem and treat the payee of any Revolving Note as the owner
thereof for all purposes hereof unless and until an Assignment and Assumption
effecting the assignment or transfer thereof shall have been accepted by Agent
as provided in subsection 11.1B(iii).  Any request, authority or consent of any
person or entity who, at the time of making such request or giving such
authority or consent, is the holder of any Revolving Note shall be conclusive
and binding on any subsequent holder, assignee or transferee of that Revolving
Note or of any Revolving Note or Notes issued in exchange therefor.

     E.   Conversion of Existing Tranche A Loans and Existing Tranche B Loans
into Tranche A Loans and Tranche B Loans.    Upon satisfaction or written
waiver by Requisite Lenders of the conditions set forth in subsections 4.1 and
4.3, as of the Effective Date all Tranche A Loans and Tranche B Loans (as
defined in the Existing Loan Agreement) outstanding under the Existing Loan
Agreement as of, and at the time of, the Effective Date (such loans being the
"Existing Tranche A Loans" and "Existing Tranche B Loans," respectively) shall
be converted into and deemed to be Tranche A Loans and Tranche B Loans,
respectively, for all purposes under this Amended Loan Agreement.  Any amounts
of accrued interest or other amounts owed (whether or not presently due and
payable) by Borrowers to the Lenders under or in respect of the Existing
Tranche A Loans and Existing Tranche B Loans shall, as of the Effective Date,
continue to be due and payable to the Lenders under the Revolving Notes issued
to the Lenders under this Amended Loan Agreement. The conversion of the
Existing Tranche A Loans and Existing Tranche B Loans hereunder shall not be
deemed to be repayment thereof, and Borrowers shall not be required to deliver
any notice of prepayment or notice of borrowing or to satisfy any other
condition relating to required amounts of prepayments or borrowings hereunder
with respect to such conversion of the Existing Tranche A Loans and Existing
Tranche B Loans. 

     F.   Extension of Scheduled Expiry Date.  On the Effective Date, the
Scheduled Expiry Date is February 28, 1998.  If the Commitment Reduction Date
occurs on or before February 28, 1998, the Scheduled Expiry Date shall
automatically and without further action by the Borrowers or the Lenders be
extended from February 28, 1998 to August 31, 1998. 

2.2  Interest on the Loans.

     A.   Rate of Interest.  Subject to the provisions of subsections 2.2C and
2.6, each Loan shall bear interest on the unpaid principal amount thereof from
the date made through maturity (whether by acceleration or otherwise) at the
Base Rate; provided, that from and after the Commitment Reduction Date, subject
to the provisions of subsections 2.2C and 2.6, each Loan shall bear interest on
the unpaid principal amount thereof from the date made through maturity
(whether by acceleration or otherwise) at the Base Rate minus 0.50% per annum.

     B.   Interest Payments.  Subject to the provisions of subsection 2.2C,
interest on each Loan shall be payable in arrears on and to each Interest
Payment Date, upon any prepayment of that Loan (to the extent accrued on the
amount being prepaid) and at maturity (including final maturity).

     C.   Post Maturity Interest.  Any principal payments on the Loans not paid
when due and, to the extent permitted by applicable law, any interest payments
on the Loans and any fees and other amounts owed hereunder not paid when due,
in each case whether at stated maturity, by notice of prepayment, by
acceleration or otherwise, shall thereafter bear interest (including post-
petition interest in any proceeding under the Bankruptcy Code or other
applicable bankruptcy laws) payable upon demand at a rate that is 2% per annum
in excess of the Base Rate; provided, however, that the increased rate of
interest provided for in this subsection 2.2C shall not apply (i) with respect
to Tranche A Loans if Requisite Tranche A Lenders have agreed in writing to
waive such increased interest with respect to their Loans and (ii) with respect
to Tranche B Loans if Requisite Tranche B Lenders have agreed in writing to
waive such increased interest with respect to their Loans.  Payment or
acceptance of the increased rates of interest provided for in this sub-
section 2.2C is not a permitted alternative to timely payment and shall not
constitute a waiver of any Event of Default or otherwise prejudice or limit any
rights or remedies of Agent, Collateral Agent or any Lender.

     D.   Computation of Interest.  Interest on the Loans shall be computed on
the basis of a 360-day year for the actual number of days elapsed in the period
during which it accrues.  In computing interest on any Loan, the date of the
making of such Loan or the immediately preceding Interest Payment Date shall be
included, and the date of payment of such Loan or, on an Interest Payment Date,
such Interest Payment Date shall be excluded; provided that if a Loan is repaid
on the same day on which it is made, one day's interest shall be paid on that
Loan.

2.3  Fees.

     A.   Commitment Fees.  Borrowers jointly and severally agree to pay to
Lenders in proportion to each Lender's Pro Rata Share, commitment fees for the
period from and including the Effective Date to and excluding the Commitment
Termination Date in an aggregate amount equal to the average of the daily
excess of the Commitments over the aggregate amount of Total Utilization
multiplied by 1/2 of 1% per annum, such commitment fees to be calculated on the
basis of a 360-day year and the actual number of days elapsed and to be payable
monthly in arrears on the first day of each month, commencing on the first such
date to occur after the Effective Date, and on the Commitment Termination Date.



     B.   Letter of Credit Fees.  Borrowers jointly and severally agree to pay
the following amounts to the Issuing Lender with respect to each Letter of
Credit issued by it:

          (i)  an annual administrative fee equal to the greater of (i) $5,000
     and (ii) 1/4 of 1% per annum of the maximum amount available from time to
     time to be drawn under each Letter of Credit, payable quarterly in arrears
     on each March 31, June 30, September 30 and December 31 of each year and
     upon expiration of such Letter of Credit and calculated on the basis of a
     360-day year and the actual number of days elapsed;

          (ii) a commission equal to 2.00% per annum of the maximum amount
     available from time to time to be drawn under any Letter of Credit,
     payable quarterly in arrears on each March 31, June 30, September 30 and
     December 31 of each year and upon expiration of such Letter of Credit and
     calculated on the basis of a 360-day year and the actual number of days
     elapsed;

          (iii)with respect to drawings made under any Letter of Credit,
     interest, payable on demand, on the amount paid by the Issuing Lender in
     respect of each such drawing from the date of the drawing through the date
     such amount is reimbursed by Borrowers (including any such reimbursement
     out of the proceeds of Loans pursuant to subsection 2.8(C)) at a rate
     which is at all times equal to 2% per annum in excess of the Base Rate;
     and 

          (iv) with respect to the issuance, amendment or transfer of each
     Letter of Credit and each drawing made thereunder (without duplication of
     the fees payable under subdivision (1) above), documentary and processing
     charges in accordance with the Issuing Lender's standard schedule for such
     charges in effect at the time of such issuance, amendment, transfer or
     drawing, as the case may be, or as otherwise agreed to be the Issuing
     Lender. 

     Promptly upon receipt by Issuing Lender of any amount described in clauses
(ii) or (iii) of this subsection 2.3B with respect to a Letter of Credit, the
Issuing Lender shall distribute to each Lender which has purchased a
participation  in such Letter of Credit pursuant to subsection 2.8A, its Pro
Rata Share of such amount.

     C.   Restructure Fees.  Borrowers jointly and severally agree to pay to
Agent for distribution to Lenders in proportion to their Pro Rata Shares a
Restructuring Fee in the amount of $1,350,000, which shall be payable on the
following dates and in the following amounts: $225,000 shall be due and payable
on the Effective Date; $112,500 shall be due and payable on August 30, 1997;
$112,500 shall be due and payable on September 30, 1997, $450,000 shall be due
and payable on October 30, 1997; and $450,000 shall be due and payable on
November 30, 1997; provided, however, that any installment of such Restructure
Fee that is scheduled to become due and payable on or after the Commitment
Reduction Date shall be waived.

     D. Interest and Fees Due Under Existing Loan Agreement.  Borrowers shall
pay to Agent for distribution to the Lenders  (i) all interest and commitment
fees that have accrued under the Existing Loan Agreement through the Effective 
Date,  (ii) all accrued and unpaid fees and commissions with respect to all 
Existing Letters of Credit that have accrued through the Effective Date and
(iii) all other fees and amounts owed under the Existing Loan Agreement (other
than the portion of the principal amount of the Existing Loans that shall 
continue to be owed hereunder and under the Revolving Notes).  All such 
interest shall be due and payable on the first Interest Payment Date after the 
Effective Date.  All such commitment fees shall be due and payable together
with the first payment of commitment fees under subsection 2.3A.  All such
unpaid fees and commissions with respect to all Existing Letters of Credit
shall be due and payable on June 30, 1997.  All such other fees and amounts
owed under the Existing Credit Agreement shall be due and payable on June
30, 1997.

     E.   Other Fees.  Borrowers jointly and severally agree to pay to Agent
and/or Collateral Agent such other fees in the amounts and at the times
separately agreed upon between Borrowers, Agent, and/or Collateral Agent.

2.4  Prepayments; Reductions in Commitments; General Provisions Regarding
     Payments.

     A.   Voluntary Prepayments.  Borrowers may, upon not less than three
Business Days' prior written or telephonic notice confirmed in writing to Agent
and each Lender, at any time and from time to time prepay the Loans in whole or
in part on any Business Day in an aggregate minimum amount of $1,000,000 and
integral multiples of $500,000 in excess of that amount.  Notice of prepayment
having been given as aforesaid, the principal amount of the Loans specified in
such notice shall become due and payable on the prepayment date specified
therein.  

     B.   Voluntary Reductions of Commitments.  Borrowers may, upon not less
than three Business Days' prior written or telephonic notice confirmed in
writing to Agent and each Lender, at any time and from time to time terminate
in whole or permanently reduce in part, without premium or penalty, the
Commitments in an amount up to the amount by which the Commitments exceed the
Total Utilization at the time of such proposed termination or reduction;
provided that any such partial reduction of the Commitments shall be in an
aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in
excess of that amount.  Borrowers' notice to Agent and Lenders shall designate
the date (which shall be a Business Day) of such termination or reduction and
the amount of any partial reduction, and such termination or reduction of the
Commitments shall be effective on the date specified in Borrowers' notice and
shall reduce the Commitment of each Lender proportionately to its Pro Rata
Share. 

     C.   Mandatory Reductions of Commitments.

          (i)  Scheduled Reductions.  The aggregate Commitments will be reduced
     (but not increased) on each date set forth below to the amount set forth
     opposite such date:

          Date                          Commitments

          July 15, 1997                 $43,000,000
          August 31, 1997               $40,000,000
          November 30, 1997             $30,000,000

          (ii) Reductions from Asset Sales (other than Florida Division).  No
     later than the second Business Day following the date of receipt by
     Company or any of its Subsidiaries of Cash Proceeds of any Asset Sale, the
     Commitments shall be permanently reduced in an amount equal to 80% of the
     Net Cash Proceeds of such Asset Sale provided, however, that the reduction
     in the Commitments set forth in this subsection 2.4C(ii) shall not apply
     with respect to (y) the sale of the Florida Division or any portion
     thereof (which sales are subject subsection 2.4C(v)) or (z) any real
     property purchased by the Borrowers or any of their Subsidiaries after the
     Effective Date if, prior to consummation of such purchase, (x) the
     Borrower or Subsidiary, as the case may be, has entered into one or more
     valid and binding written agreements to sell such real property to one or
     more third party purchasers not affiliated with the Borrowers or any of
     their Subsidiaries, and (y) the sale to the third party of such real
     property actually takes place within thirty (30) calendar days of the
     closing of the purchase thereof by the Borrower or Subsidiary, as the case
     may be.  Concurrently with any reduction of the Commitments pursuant to
     this subsection 2.4C(ii), Borrowers shall deliver to Agent an Officers'
     Certificate demonstrating the derivation of the Net Cash Proceeds of the
     correlative Asset Sale from the gross sales price thereof.  In the event
     that Borrowers shall, at any time after receipt of Cash Proceeds of any
     Asset Sale requiring a reduction of the Commitments pursuant to this
     subsection 2.4C(ii), determine that the reductions of the Commitments
     previously made in respect of such Asset sale were in an aggregate amount
     less than that received by the terms of this subsection 2.4C(ii),
     Borrowers shall promptly deliver to Agent an Officers' Certificate
     demonstrating the derivation of the additional Net Cash Proceeds resulting
     in such deficit and the Commitments shall be permanently reduced on the
     date such notice is delivered in an amount equal to the amount of any such
     deficit.

          (iii)Reductions Due to Receipt of Insurance or Condemnation Awards. 
     On the date of receipt by Company or any of its Subsidiaries of any
     payment from an insurance company or any condemnation award relating to
     any of such Person's assets, the Commitments shall be permanently reduced
     in an amount (the "Net Award Amount") equal to 100% of such insurance
     company payment or condemnation award, net of any costs incurred in
     obtaining such payment or award (without taking into account the costs of
     maintaining insurance such as premiums), including any incremental taxes
     payable as a result thereof.  

          (iv) Reductions Due to Reversion of Surplus Assets of Pension Plans. 
     On the date of return to Company or any of its Subsidiaries of any surplus
     assets of any pension plan of Company or any of its Subsidiaries, the
     Commitments shall be permanently reduced in an amount (the "Net Reversion
     Amount") equal to 100% of such returned surplus assets, net of transaction
     costs and expenses incurred in obtaining such return, including
     incremental taxes payable as a result thereof.  

          (v)  Reductions due to Sale of Florida Division.  No later than the
     second Business Day following the date of receipt by Company or any of its
     Subsidiaries of Cash Proceeds of any Asset Sale of the Florida Division or
     any portion thereof, the Commitments shall be permanently reduced in an
     amount equal to the following:

               (1)  If the aggregate amount of Net Cash Proceeds received by
          Company and its Subsidiaries from all Asset Sales of the Florida
          Division (the "Total Florida Division Proceeds") as of the date of
          receipt of such Cash Proceeds is less than $15,000,000, then 100% of
          the Net Cash Proceeds of such Asset Sale; or

               (2)  if the Total Florida Division Proceeds as of the date of
          receipt of such Cash Proceeds is equal to or greater than $15,000,000
          but is less than $17,000,00, then the sum of (x) $15,000,000 plus (y)
          80% of the amount of such excess; or

               (3)  if the Total Florida Division Proceeds as of the date of
          receipt of such Cash Proceeds is equal to or greater than $17,000,000
          but is less than $20,000,00, then the sum of (x) $16,600,000 plus (y)
          65% of the amount of such excess; or 

               (4)  if the Total Florida Division Proceeds as of the date of
          receipt of such Cash Proceeds is equal to or greater than
          $20,000,000, then the sum of (x) $18,550,000 plus (y) 50% of the
          amount of such excess.

     Concurrently with any reduction of the Commitments pursuant to this
     subsection 2.4C(v), Borrowers shall deliver to Agent an Officers'
     Certificate demonstrating the derivation of the Net Cash Proceeds of the
     Asset Sale of the Florida Division from the gross sales price thereof.  In
     the event that Borrowers shall, at any time after receipt of Cash Proceeds
     of the Asset Sale of the Florida Division requiring a reduction of the
     Commitments pursuant to this subsection 2.4C(v), determine that the
     reductions of the Commitments previously made in respect of such Asset
     Sale were in an aggregate amount less than that required by the terms of
     this subsection 2.4C(v), Borrowers shall promptly deliver to Agent an
     Officers' Certificate demonstrating the derivation of the additional Net
     Cash Proceeds resulting in such deficit and the Commitments shall be
     permanently reduced on the date such notice is delivered in an amount
     equal to the amount of any such deficit.

     D.   Mandatory Prepayments Due to Reductions or Restrictions of
          Commitments; Restrictions of Borrowing Base; Cash Collateral
          Restrictions. 

          Borrowers shall from time to time prepay the Loans to the extent
necessary (1) so that the Total Utilization shall not at any time exceed the
Commitments then in effect; (2) so that the Total Utilization shall not at any
time exceed the Borrowing Base then in effect; and (3) so that the aggregate
amount on deposit in the Concentration Accounts does not at any time exceed
$6,000,000; provided that the Borrowers shall not be required to make any
prepayment under clause (3) of this subsection 2.4D to the extent such
prepayment would be less than $500,000.  Prepayments based on reductions of the
Commitments shall be due on the date the Commitments are reduced.  Prepayments
required to comply with the Borrowing Base shall be due on the date the
Borrowing Base Certificate (showing a Borrowing Base Deficiency) is delivered.

     E.   Repayment at Maturity.  On the Commitment Termination Date, Borrowers
shall repay all Revolving Loans and all other Obligations then outstanding.

     F.   Application of Certain Prepayments; Reductions of Commitments.

          (i)  Application of Commitment Reductions to Tranche A Commitments
     and Tranche B Commitments.  All reductions in Commitments pursuant to
     subsection 2.4B or 2.4C shall be applied to the Tranche A Commitments and
     Tranche B Commitments ratably in proportion to the amounts of such
     Commitments.

          (ii) Application to Loans and Letters of Credit.  All prepayments
     shall be applied first to repay the Loans to the full extent thereof, and
     second to fully secure outstanding Letters of Credit.

          (iii)Application to Principal and Interest.  All prepayments shall
     include payment of accrued interest on the principal amount being prepaid
     and shall be applied to the payment of interest before application to
     principal.  

     G.   General Provisions Regarding Payments.

          (i)  Manner and Time of Payment.  All payments by Borrowers of
     principal, interest, fees and other Obligations hereunder and under the
     other Loan Documents shall be made in same day funds and without defense,
     set off or counterclaim, free of any restriction or condition, and
     delivered to the appropriate Lender not later than 12:00 Noon (New York
     time) on the date due at such Lender's principal address set forth below
     its name on the signature pages hereof or at such other place as such
     Lender may from time to time designate (with verification of such payment
     to Agent); funds received by such Lender after that time on such due date
     shall be deemed to have been paid by Borrowers on the next succeeding
     Business Day.  Borrowers hereby authorize Agent to charge their accounts
     with Agent in order to cause timely payment to be made to Agent and
     Lenders of all principal, interest, fees and expenses due hereunder
     (subject to sufficient funds being available in its accounts for that
     purpose).

          (ii) Apportionment of Payments.  Principal and interest payments
     shall be apportioned among all outstanding Loans and amounts due with
     respect to Letters of Credit proportionately to the amounts then due and
     owing each Lender according to the Lender's respective Pro Rata Shares of
     the Loans or other amounts due with respect to Letters of Credit to which
     such payments relate.

          (iii)Payments on Business Days.  Whenever any payment to be made
     hereunder or under any other Loan Document shall be stated to be due on a
     day that is not a Business Day, such payment shall be made on the next
     succeeding Business Day and such extension of time shall be included in
     the computation of the payment of interest hereunder or of the fees
     hereunder, as the case may be.

          (iv) Notation of Payment.  Each Lender agrees that before disposing
     of any Note held by it, or any part thereof (other than by granting
     participations therein), that Lender will make a notation thereon of all
     Loans evidenced by that Note and all principal payments previously made
     thereon and of the date to which interest thereon has been paid; provided
     that the failure to make (or any error in the making of) a notation of any
     Loan made under such Note shall not limit or otherwise affect the obliga-
     tions of Borrowers hereunder or under such Note with respect to any Loan
     or any payments of principal or interest on such Note.

2.5  Use of Proceeds.

     A.   Loans.  The proceeds of the Loans shall be applied by Borrowers for
general corporate purposes, which may include the making of intercompany loans
to any of the Guarantors, in accordance with subsections 2.1A(iii)(b) and
7.1(iv), for their own general corporate purposes.

     B.   Letters of Credit.  Letters of Credit shall be issued solely for the
purpose of supporting (i) the obligations of third party insurers of a Credit
Party arising by virtue of the laws of any jurisdiction requiring third party
insurers, and (ii) performance, payment, deposit or surety obligations of a
Credit Party, in any case if required by law or governmental rule or regulation
or in accordance with custom and practice in the industry; provided that
Letters of Credit may not be issued for the purpose of supporting trade
payables.

     C.   Margin Regulations.  No portion of the proceeds of any borrowing
under this Amended Loan Agreement shall be used by Company or any of its
Subsidiaries in any manner that might cause the borrowing or the application of
such proceeds to violate Regulation G, Regulation T, Regulation U or Regula-
tion X of the Board of Governors of the Federal Reserve System or any other
regulation of such Board or to violate the Exchange Act, in each case as in
effect on the date or dates of such borrowing and such use of proceeds.

     D.   Benefits to Guarantors.  In consideration for the Guaranty Agreement,
Borrowers have and agree to continue to make certain of the benefits of the
Loans and Letters of Credit available to the Subsidiaries of Company executing
and delivering such Guaranty Agreement in accordance with subsections
2.1A(iii)(b) and 7.1(iv).

2.6  Increased Costs; Taxes; Capital Adequacy.

     A.   Compensation for Increased Costs and Taxes.  In the event that any
Lender shall determine (which determination shall, absent manifest error, be
final and conclusive and binding upon all parties hereto) that any law, treaty
or governmental rule, regulation or order, or any change therein or in the
interpretation, administration or application thereof (including the
introduction of any new law, treaty or governmental rule, regulation or order),
or any determination of a court or governmental authority, in each case that
becomes effective after the date hereof, or compliance by such Lender with any
guideline, request or directive issued or made after the date hereof by any
central bank or other governmental or quasi-governmental authority (whether or
not having the force of law):

          (i)  subjects such Lender (or its applicable lending office) to any
     additional Tax (other than any Tax on the overall net income of such
     Lender) with respect to this Amended Loan Agreement or any of the Loans or
     any of its obligations hereunder, or changes the basis of taxation of
     payments to such Lender (or its applicable lending office) of principal,
     interest, fees or any other amount payable hereunder (except for changes
     in the rate of Tax on the overall net income of such Lender or its
     applicable lending office); 

          (ii) imposes, modifies or holds applicable any reserve (including
     without limitation any marginal, emergency, supplemental, special or other
     reserve), special deposit, compulsory loan, FDIC insurance or similar
     requirement against assets held by, or deposits or other liabilities in or
     for the account of, or advances or loans by, or other credit extended by,
     or any other acquisition of funds by, any office of such Lender; or

          (iii)imposes any other condition on or affecting such Lender (or its
     applicable lending office) or its obligations hereunder; 

and the result of any of the foregoing is to increase the cost to such Lender
of agreeing to make, making or maintaining Loans hereunder or to reduce any
amount received or receivable by such Lender (or its applicable lending office)
with respect thereto; then, in any such case, Borrowers agree, jointly and
severally, to promptly pay to such Lender, upon demand, such additional amount
or amounts (in the form of an increased rate of, or a different method of
calculating, interest or otherwise as such Lender in its sole discretion shall
determine) as may be necessary to compensate such Lender on an after-tax basis
for any such increased cost or reduction in amounts received or receivable
hereunder.  Such Lender shall deliver to Borrowers a written statement, setting
forth in reasonable detail the basis for calculating the additional amounts
owed to such Lender under this subsection 2.6A, which statement shall be
conclusive and binding upon all parties hereto absent manifest error.

     B.   Withholding of Taxes.  

          (i)  Payments to Be Free and Clear.  All sums payable by Borrowers
     under this Amended Loan Agreement and the other Loan Documents shall be
     paid free and clear of and (except to the extent required by law) without
     any deduction or withholding on account of any Tax imposed, levied,
     collected, withheld or assessed by or within the United States of America
     or any political subdivision in or of the United States of America or any
     other jurisdiction from or to which a payment is made by or on behalf of
     Borrowers or by any federation or organization of which the United States
     of America or any such jurisdiction is a member at the time of payment.  

          (ii) Grossing-up of Payments.  If Borrowers or any other Person is
     required by law to make any deduction or withholding on account of any
     such Tax from any sum paid or payable by Borrowers to Agent, Collateral
     Agent or any Lender under any of the Loan Documents:

               (a)  Borrowers shall notify Agent of any such requirement or any
          change in any such requirement as soon as such Borrowers become aware
          of it; 

               (b)  Borrowers, jointly and severally, shall pay any such Tax
          before the date on which penalties attach thereto, such payment to be
          made (if the liability to pay is imposed on either Borrower) for its
          own account or (if that liability is imposed on Agent, Collateral
          Agent or such Lender, as the case may be) on behalf of and in the
          name of Agent, Collateral Agent or such Lender;

               (c)  the sum payable by Borrowers in respect of which the
          relevant deduction, withholding or payment is required shall be
          increased to the extent necessary to ensure that, after the making of
          that deduction, withholding or payment, Agent, Collateral Agent or
          such Lender, as the case may be, receives on the due date and retains
          (free from any liability in respect of any such deduction, with-
          holding or payment) a net sum equal to what it would have received
          and so retained had no such deduction, withholding or payment been
          required or made; and

               (d)  within 30 days after paying any sum from which it is
          required by law to make any deduction or withholding, and within 30
          days after the due date of payment of any Tax which it is required by
          clause (b) above to pay, Borrowers shall deliver to Agent evidence
          satisfactory to the other affected parties of such deduction,
          withholding or payment and of the remittance thereof to the relevant
          taxing or other authority;

     provided that no such additional amount shall be required to be paid to
     Agent, Collateral Agent or any Lender under clause (c) above except to the
     extent that any change after the Effective Date in any such requirement
     for a deduction, withholding or payment as is mentioned therein shall
     result in an increase in the rate of such deduction, withholding or
     payment from that in effect at the Effective Date in respect of payments
     to such Lender, Agent or Collateral Agent.

          (iii)U.S. Tax Certificates.  Each Lender that is organized under the
     laws of any jurisdiction other than the United States or any state or
     other political subdivision thereof shall deliver to Agent for
     transmission to Borrowers, on or prior to the Effective Date (in the case
     of each Lender listed on the signature pages hereof) or on the date of the
     Assignment and Assumption pursuant to which it becomes a Lender (in the
     case of each other Lender), and at such other times as may be necessary in
     the determination of Borrowers or Agent (each in the reasonable exercise
     of its discretion), such certificates, documents or other evidence,
     properly completed and duly executed by such Lender (including, without
     limitation, Internal Revenue Service Form 1001 or Form 4224 or any other
     certificate or statement of exemption required by Treasury Regulations
     Section 1.1441-4(a) or Section 1.1441-6(c) or any successor thereto) to
     establish that such Lender is not subject to deduction or withholding of
     United States federal income tax under Section 1441 or 1442 of the
     Internal Revenue Code or otherwise (or under any comparable provisions of
     any successor statute) with respect to any payments to such Lender of
     principal, interest, fees or other amounts payable under any of the Loan
     Documents.  

     C.   Capital Adequacy Adjustment.  If any Lender shall have determined
that the adoption, effectiveness, phase-in or applicability of any law, rule or
regulation (or any provision thereof) regarding capital adequacy, or any change
therein or in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Lender (or its applicable lending
office) with any guideline, request or directive regarding capital adequacy
(whether or not having the force of law) of any such governmental authority,
central bank or comparable agency, has or would have the effect of reducing the
rate of return on the capital of such Lender or any corporation controlling
such Lender as a consequence of, or with reference to, such Lender's Loans or
Commitments or other obligations hereunder to a level below that which such
Lender or such controlling corporation could have achieved but for such
adoption, effectiveness, phase-in, applicability, change or compliance (taking
into consideration the policies of such Lender or such controlling corporation
with regard to capital adequacy), then from time to time, within five Business
Days after demand by such Lender (with a copy of such demand to Agent),
Borrowers shall pay to such Lender such additional amount or amounts as will
compensate such Lender or such controlling corporation on an after-tax basis
for such reduction. Each Lender, upon determining in good faith that any
additional amounts will be payable pursuant to this subsection 2.6C, will give
prompt written notice thereof to Borrowers, which notice shall set forth the
basis of the calculation of such additional amounts, although the failure to
give any such notice shall not release or diminish any of Borrowers'
obligations to pay additional amounts under this subsection 2.6C.

     D.   Lenders' Obligation to Mitigate.  Each Lender agrees that, as
promptly as practicable after the officer of such Lender responsible for
administering the Loans under this Amended Loan Agreement becomes aware of the
occurrence of an event or the existence of a condition that would entitle such
Lender to receive payments under subsection 2.6A or 2.6C, it will, to the
extent not inconsistent with such Lender's internal policies, use reasonable
efforts (i) to make, fund or maintain the Commitments of such Lender or the
affected Loans of such Lender through another lending office of such Lender, or
(ii) take such other measures as such Lender may deem reasonable, if as a
result thereof the additional amounts which would otherwise be required to be
paid to such Lender pursuant to subsection 2.6A or 2.6C would be materially
reduced and if, as determined by such Lender in its sole discretion, the
making, funding or maintaining of such Commitments or Loans through such other
lending office or in accordance with such other measures, as the case may be,
would not otherwise materially adversely affect such Commitments or Loans or
the interests of such Lender; provided that such Lender will not be obligated
to utilize such other lending office pursuant to this subsection 2.6D unless
Borrowers agree to pay all expenses incurred by such Lender in utilizing such
other lending office.  A certificate as to the amount of any such expenses
payable by Borrowers pursuant to this subsection 2.6D (setting forth in
reasonable detail the basis for requesting such amount) submitted by such
Lender to Borrowers shall be conclusive absent manifest error.

     E.   Issuing Lender.  For purposes of this subsection 2.6, references to
Loans shall be deemed to include any Letter of Credit.

2.7  [Omitted]

2.8  Letters of Credit

     A.   Letters of Credit.  In addition to Borrowers requesting that Lenders
make Revolving Loans pursuant to subsection 2.1A, Borrowers may request, in
accordance with the provisions of this subsection 2.8 on or after the Effective
Date to but excluding the Commitment Termination Date, that the Issuing Lender
issue Letters of Credit for the account of Borrowers on the terms and con-
ditions set forth in this subsection 2.8; provided that Borrowers shall not
request that the Issuing Lender issue (and the Issuing Lender shall not issue)
any Letter of Credit if, after giving effect to such issuance, (i) the Total
Utilization would exceed the Commitments; (ii) the Total Utilization would
exceed the Borrowing Base; or (iii) the Letter of Credit Usage would exceed
$5,000,000.  In no event shall the Issuing Lender issue any Letter of Credit
having an expiration date later than the earlier of (x) the Commitment
Termination Date, (y) the date which is one year from the date of issuance of
such Letter of Credit; provided that this clause (y) shall not prevent the
Issuing Lender from agreeing that a Letter of Credit will automatically be
extended for a period not to exceed one year unless the Issuing Lender elects
not to extend for such additional period.  Each Letter of Credit shall be in a
minimum stated amount of at least $100,000.  It shall be a condition precedent
to the issuance of any Letter of Credit in accordance with the provisions of
this subsection 2.8 that each condition set forth in subsections 4.2 and 4.3
shall have been satisfied.

          Immediately upon the issuance of each Letter of Credit, the Issuing
Lender shall promptly notify Agent and each Lender of such issuance and each
Tranche A Lender and Tranche B Lender shall be deemed to, and hereby agrees to,
have irrevocably purchased from the Issuing Lender a participation in such
Letter of Credit and drawings thereunder in an amount equal to such Lender's
Pro Rata Share of the maximum amount which is or at any time may become
available to be drawn thereunder.

          Each Letter of Credit may provide that the Issuing Lender may (but
shall not be required to) pay the beneficiary thereof upon the occurrence of an
Event of Default and the acceleration of the maturity of the Tranche A Loans or
the Tranche B Loans or, if payment is not then due to the beneficiary, provide
for the deposit of funds by Borrowers in an amount sufficient to secure payment
to the beneficiary of the Letter of Credit if conditions to such payment are
satisfied, which amount shall be returned to the Issuing Lender for distribu-
tion to Lenders (or, if all Obligations shall have been indefeasibly paid in
full, to Borrowers) if no payment to the beneficiary has been made and the
final date available for drawings under the Letter of Credit has passed.  Each
payment or deposit of funds by the Issuing Lender as provided in this paragraph
shall be treated for all purposes of this Amended Loan Agreement as a drawing
duly honored by the Issuing Lender under the related Letter of Credit.

     B.   Notice of Issuance or Amendment.  Whenever either of the Borrowers
desires to cause the Issuing Lender to issue or amend a Letter of Credit, such
Borrower shall deliver to the Issuing Lender, Agent and each Lender a Notice of
Issuance/Amendment no later than 12:00 noon (New York time) at least seven
Business Days in advance of the proposed date of issuance or amendment or such
shorter time as may be acceptable to the Issuing Lender.  The notice shall
specify (i) the proposed date of issuance or amendment (which shall be a
Business Day), (ii) the face amount of the Letter of Credit, (iii) the
expiration date of the Letter of Credit, and (iv) the name and address of the
beneficiary, and shall include such other documents or materials as the Issuing
Lender may reasonably request, and the verbatim text of the proposed Letter of
Credit or the proposed terms and conditions, including a precise description of
any documents required to be complied with by the beneficiary which, if so
complied with prior to the expiration date of the Letter of Credit, would
require the Issuing Lender to make payment under the Letter of Credit.  The
Issuing Lender, in its reasonable discretion, may require changes in any such
documentation and shall not be required to issue or amend any Letter of Credit
that by its terms requires payment thereunder prior to the third Business Day
following receipt by the Issuing Lender of such documentation.

          Promptly upon the issuance or amendment of a Letter of Credit, the
Issuing Lender shall notify each other Lender of the issuance or amendment and
the amount of each such other Lender's respective participation therein
determined in accordance with subsection 2.8A.

     C.   Payment of Amounts Drawn Under Letter of Credit.  In determining
whether to honor any request for drawing under the Letter of Credit by the
beneficiary thereof, the Issuing Lender shall be responsible only to determine
that the documentation required to be delivered under the Letter of Credit has
been delivered and that it complies on its face with the requirements of such
Letter of Credit.  In the event the Issuing Lender has determined to honor such
a request for drawing, the Issuing Lender shall immediately notify Borrowers,
Agent and each Lender, and Borrowers shall reimburse the Issuing Lender on the
day on which such drawing is honored in an amount in same day funds equal to
the amount of such drawing.  Anything contained in this Amended Loan Agreement
to the contrary notwithstanding, (i) unless prior to 12:00 noon (New York time)
on the date of such drawing (a) Borrowers shall have notified the Issuing
Lender, Agent and each Lender that Borrowers intend to reimburse the Issuing
Lender for the amount of such drawing with funds other than the proceeds of
Revolving Loans or (b) Borrowers shall have delivered a Notice of Borrowing
requesting Loans in an amount equal to the amount of such drawing, Borrowers
shall be deemed to have given a Notice of Borrowing to Agent and each Lender
requesting Tranche A Lenders and Tranche B Lenders to make Revolving Loans on
the date on which such drawing is honored in an amount equal to the amount of
such drawing, and (ii) if a Notice of Borrowing has been given or is deemed to
have been given by Borrowers, Tranche A Lenders and Tranche B Lenders shall, on
the date of such drawing, make Revolving Loans in the amount of such drawing,
the proceeds of which shall be applied directly by Agent to reimburse the
Issuing Lender for the amount of such drawing.  If for any reason proceeds of
Loans are not received by the Issuing Lender on such date in an amount equal to
the amount of such drawing, Borrowers shall reimburse the Issuing Lender, on
the Business Day immediately following the date of such drawing, in an amount
in same day funds equal to the excess of the amount of such drawing over the
amount of such Loans, if any, which are so received, plus accrued interest on
such amount at the rate set forth in subsection 2.3B(3).

     D.   Payment by Lenders.  If Borrowers shall fail to reimburse the Issuing
Lender, for any reason, as provided in subsection 2.8C (including, without
limitation, by means of the making of Loans by Tranche A Lenders and Tranche B
Lenders pursuant to the terms of subsection 2.8C) in an amount equal to the
amount of any drawing honored by the Issuing Lender under a Letter of Credit
issued by it, the Issuing Lender shall promptly notify each Tranche A Lender
and Tranche B Lender of the unreimbursed amount of such drawing and of such
Lender's respective participation therein based on such Lender's Pro Rata
Share.  Each Tranche A and Tranche B Lender shall make available to the Issuing
Lender an amount equal to its respective participation, in same day funds, at
the office of the Issuing Lender specified in such notice, not later than 12:00
noon (New York time) on the Business Day after the date notified by the Issuing
Lender.  If any Lender fails to make available to the Issuing Lender the amount
of such Lender's participation in such Letter of Credit as provided in this
subsection 2.8D, the Issuing Lender shall be entitled to recover such amount on
demand from such Lender together with interest at the Federal Funds Effective
Rate for one Business Day and thereafter at the Base Rate.  Nothing in this
subsection 2.8D shall be deemed to prejudice the right of any Lender to recover
from the Issuing Lender any amounts made available by such Lender to the
Issuing Lender pursuant to this subsection 2.8D if it is determined by a court
of competent jurisdiction that the payment with respect to a Letter of Credit
by the Issuing Lender in respect of which payment was made by such Lender
constituted gross negligence or willful misconduct on the part of the Issuing
Lender.  The Issuing Lender shall distribute to each other Lender which has
paid all amounts payable by it under this subsection 2.8D with respect to any
Letter of Credit issued by the Issuing Lender such other Lender's proportionate
share (based upon the aggregate amount of payments made by the Lender under the
Letter of Credit to which such amounts relate to the aggregate amount of all
payments made by Lenders thereunder) of all payments received by the Issuing
Lender from Borrowers in reimbursement of drawings honored by the Issuing
Lender under such Letter of Credit when such payments are received.

     E.   Obligations Absolute.  The obligation of Borrowers to reimburse the
Issuing Lender for drawings made under the Letters of Credit issued by it and
to repay any Loans made by Lenders pursuant to subsection 2.8C and the
obligations of Tranche A Lenders and Tranche B Lenders under subsection 2.8D
shall be unconditional and irrevocable and shall be paid strictly in accordance
with the terms of this Amended Loan Agreement under all circumstances
including, without limitation, the following circumstances.

          (i)  any lack of validity or enforceability of any Letter of Credit;

          (ii) the existence of any claim, set-off, defense or other right
     which a Borrower or a Lender may have at any time against a beneficiary or
     any transferee of any Letter of Credit (or any persons or entities for
     whom any such transferee may be acting), any Lender or any other Person or
     in the case of a Lender, against a Borrower or any of its Subsidiaries,
     whether in connection with this Amended Loan Agreement, the transactions
     contemplated herein or any unrelated transaction including any underlying
     transaction between a Borrower or any of its Subsidiaries and the
     beneficiary for which the Letter of Credit was procured);

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

          (iv) payment by the Issuing Lender under any Letter of Credit against
     presentation of a demand, draft or certificate or other document which
     does not comply with the terms of such Letter of Credit;

          (v)  any adverse change in the condition (financial or otherwise) of
     Company or any of its Subsidiaries;

          (vi) any breach of this Amended Loan Agreement or any other Loan
     Document by any party thereto;

          (vii)any other circumstance or happening whatsoever, which is similar
     to any of the foregoing; or

          (viii)the fact that an Event of Default or a Potential Event of
     Default shall have occurred and be continuing;

provided that neither Borrowers nor any Lender shall be required to pay any
such amounts to the extent they arise from the gross negligence or willful
misconduct of the Issuing Lender (as determined by a court of competent
jurisdiction).

     F.   Indemnification; Nature of Issuing Lender's Duties.  In addition to
amounts payable as elsewhere provided in this subsection 2.8, Borrowers hereby
jointly and severally agree to protect, indemnify, pay and save harmless the
Issuing Lender and each other Lender from and against any and all claims,
demands, liabilities, damages, losses, costs, charges and expenses (including
reasonable fees and disbursements of counsel) which the Issuing Lender or any
other Lender may incur or be subject to as a consequence, direct or indirect,
of (i) the issuance of any Letter of Credit, other than as a result of gross
negligence or willful misconduct of the Issuing Lender or the Issuing Lender
failing to use reasonable care to determine that the documents and certificates
required to be delivered under such Letter of Credit had been delivered and
that they complied on their face with the requirements of that Letter of Credit
as determined by a court of competent jurisdiction or (ii) the failure of the
Issuing Lender to honor a drawing under any Letter of Credit as a result of any
act or omission, whether rightful or wrongful, of any present or future de jure
or de facto government or governmental authority (all such acts or omissions
herein called "Government Acts").  Each Tranche A Lender and Tranche B Lender,
proportionately to its Pro Rata Share, severally agrees to indemnify Issuing
Lender to the extent Issuing Lender shall not have been reimbursed in
accordance with the terms of the Loan Documents for drawings under any Letter
of Credit, for and against any of the foregoing claims, demands, liabilities,
damages, losses, costs, charges and expenses to which Issuing Lender is
entitled to reimbursement under the Loan Documents.

          As between Borrowers and the Issuing Lender, Borrowers assume all
risks of the acts and omissions of, or misuse of such Letters of Credit issued
by, the beneficiary or beneficiaries of such Letter of Credit.  In furtherance
and not in limitation of the foregoing, the Issuing Lender shall not be
responsible (absent gross negligence or willful misconduct (as determined by a
court of competent jurisdiction)) for: (i) the form, validity, sufficiency,
accuracy, genuineness or legal effect of any document submitted by any party in
connection with the application for and issuance of any such Letter of Credit,
even if it should in fact prove to be in any or all respects invalid,
insufficient, inaccurate, fraudulent or forged; (ii) the validity or
sufficiency of any instrument transferring or assigning or purporting to
transfer or assign any such Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason; (iii) failure of the beneficiary of any
such Letter of Credit to comply fully with conditions required in order to draw
upon such Letter of Credit; (iv) errors, omissions, interruptions or delays in
transmission or delivery of any messages, by mail, cable, telegraph, telex or
otherwise, whether or not they be in cipher; (v) errors in interpretation of
technical terms; (vi) any loss or delay in the transmission or otherwise of any
documents required in order to make a drawing under any such Letter of Credit
or of the proceeds thereof; (vii) the misapplication by the beneficiary of any
such Letter of Credit of the proceeds of any drawing under such Letter of
Credit; and (viii) any consequences arising from causes beyond the control of
the Issuing Lender, including, without limitation, any Government Acts, and
none of the above shall affect impair, or prevent the vesting of any of the
Issuing Lender's rights or powers hereunder.

     G.   Existing Letters of Credit.  Each Existing Letter of Credit
outstanding on the Effective Date shall be deemed to be a Letter of Credit
hereunder.


Section 3.          GUARANTY; SECURITY INTERESTS.

3.1  Guaranty.  

          On the Effective Date, each of the Guarantors shall execute and
deliver to Collateral Agent on behalf of Lenders the Acknowledgement and
Confirmation confirming the continuing guaranty by the Guarantors under the
Guaranty Agreement of the full performance of the Obligations.

3.2  Security for Obligations.

     A.   Borrower Security.  On the Effective Date, each of the Borrowers
shall execute and deliver to Collateral Agent on behalf of Lenders the
Acknowledgement and Confirmation confirming the continuing grant of security
interest in property of such Borrower created pursuant to the terms of the
Existing Loan Agreement and related documents (including, without limitation,
the Borrower Pledge Agreement, the Borrower Security Agreement and the Existing
Mortgages) in favor of the Collateral Agent for the benefit of the Lenders and
shall further grant a first priority Lien in favor of the Collateral Agent for
the benefit of the Lenders on all property of such Borrower now owned or
hereafter acquired, subject only to validly perfected and enforceable Permitted
Encumbrances or otherwise permitted under the terms of this Amended Loan
Agreement.

     B.   Security for Guaranties.   On the Effective Date, each Guarantor
shall execute and deliver to Collateral Agent on behalf of Lenders the
Acknowledgement and Confirmation confirming the continuing grant of security
interest in property of such Guarantor created pursuant to the Security
Documents to which it is a party (including, without limitation, the Guarantor
Pledge Agreement, the Guarantor Security Agreement and the Existing Mortgages)
in favor of the Collateral Agent for the benefit of the Lenders and shall
further grant a first priority Lien in favor of the Collateral Agent for the
benefit of the Lenders on all property of such Guarantor now owned or hereafter
acquired, subject only to validly perfected and enforceable Permitted
Encumbrances of record immediately prior to the Effective Date listed on
Schedule 5.8 hereto or otherwise permitted under the terms of this Amended Loan
Agreement.

     C.   Cash Collateral.

          Each Credit Party shall comply with the terms of the Account
     Collateral Security Agreement and all Net Closing Proceeds from the sale
     of Inventory Properties shall be deposited directly in the appropriate
     Concentration Account in accordance with the terms of the Account
     Collateral Security Agreement and all other receipts of cash, monies and
     cash equivalents by the Credit Parties will be deposited directly into the
     appropriate Concentration Account or as otherwise provided in the Account
     Collateral Security Agreement.  The Concentration Accounts shall be under
     the sole dominion and control of the Collateral Agent (for the benefit of
     the Lenders).

     D.   Real Estate.

          (i)  Confirmation and Granting of Liens.

               (a)  [intentionally omitted].

               (b)  In connection with any acquisition of real property by a
     Credit Party after the Effective Date, such Credit Party shall (x) at
     least thirty (30) days prior to the closing of the acquisition deliver to
     the Collateral Agent and the Lenders the following items, each in form and
     substance satisfactory to the Collateral Agent (i) a feasibility study for
     such real property, including comparisons with other similar projects,
     (ii) a report outlining the approval status of such real property
     (indicating expiration dates of approvals), (iii) a legal description of
     such real property sufficient for a mortgage and establishing that the
     property constitutes a legal lot or parcel under applicable subdivision
     laws, (iv) a report by an independent consultant satisfactory to Agent
     regarding investigation of such property for Hazardous Materials and
     compliance with Environmental Laws, with such report in form and substance
     satisfactory to Agent, (v) a cash flow schedule for such real property,
     (vi) a summary report updating land acquisition activity year-to-date,
     including a description of all future development commitments, and (vii)
     such other documents, instruments and information with respect to such
     real property as the Collateral Agent or any Lender shall reasonably
     request, and (y) no more than thirty (30) days after the closing of the
     acquisition deliver to the Collateral Agent and the Lenders, in a form and
     substance satisfactory to the Collateral Agent, a current appraisal of
     such real property performed by an appraiser satisfactory to Agent. 
     Collateral Agent may from time to time designate any real property of any
     Credit Party which is not Mortgaged Property (including any real property
     acquired after the Effective Date) as "Additional Mortgaged Property," in
     which case such Credit Party shall as promptly as possible (and in any
     event within thirty (30) days after such designation) deliver to
     Collateral Agent a fully executed Mortgage, in form and substance
     satisfactory to Collateral Agent together with title insurance policies
     and surveys as required by subsections 3.2D(i)(d) and 3.2D(i)(e) and any
     other documents or instruments as Collateral Agent shall reasonably
     request to perfect a valid and enforceable first priority mortgage on the
     respective Additional Mortgage Property, free and clear of all defects and
     encumbrances except for validly perfected and enforceable Permitted
     Encumbrances.

               (c)  Concurrently with the placement of a Mortgage on any
     Additional Mortgage Property, the Collateral Agent shall receive such
     estoppel letters, consents and waivers from the landlords and non-
     disturbance agreements from any holders of mortgages or deeds of trust on
     such real estate ("Leasehold Consents") as may be requested by Collateral
     Agent, which documents shall be in form and substance satisfactory to
     Collateral Agent.

               (d)  Within thirty (30) days following delivery of any Mortgage
     with respect to Additional Mortgaged Property, Company shall deliver or
     cause to be delivered to Collateral Agent ALTA lenders title insurance
     policies issued by title insurers reasonably satisfactory to Collateral
     Agent (the "Mortgage Policies"), in form and substance, and in amounts,
     reasonably satisfactory to Collateral Agent assuring Lenders that the
     Mortgages are valid and enforceable first priority mortgage liens on the
     respective Additional Mortgaged Properties, free and clear of all defects
     and encumbrances except Permitted Encumbrances.  The Mortgage Policies
     shall be in form and substance reasonably satisfactory to Collateral Agent
     and shall include a last dollar endorsement (to the extent permitted by
     applicable laws and regulations) and an endorsement for future advances
     under this Amended Loan Agreement, the Notes and the other Loan Documents,
     for mechanics' liens and for any other matter that Collateral Agent may
     reasonably request, and shall provide for affirmative insurance and such
     reinsurance as Collateral Agent may request all of the foregoing in form
     and substance satisfactory to Collateral Agent.

               (e)  Within thirty (30) days following delivery of any Mortgage
     with respect to any Additional Mortgaged Property, Company shall deliver
     or cause to be delivered to Collateral Agent current surveys, certified by
     a licensed surveyor (or, with the Collateral Agent's consent, current
     approved subdivision maps), for such Mortgaged Property.  All such surveys
     shall be certified to the Collateral Agent and the title insurer as having
     been prepared in accordance with the minimum standard detail requirement
     for land title surveys as adopted by the American Land Title Association
     and by the American Congress of Surveying and Mapping.

               (f)  Collateral Agent may obtain, at the Borrowers' expense,
     (i) appraisals of any Mortgaged Property and Additional Mortgaged Property
     and (ii) annual updates to appraisals (including updates of any appraisals
     obtained pursuant to clause (i) of this subsection 3.2D(i)(f)).  All such
     appraisals shall be in form and substance satisfactory to Collateral
     Agent.  Collateral Agent may also obtain, at the Borrowers' expense, such
     audits of the Collateral as Collateral Agent may request; provided that
     the Collateral Agent may not request more than four audits in any Fiscal
     Year.  Such audits may include, without limitation, on site inspections of
     the Collateral.  Such audits will be conducted by Collateral Agent,
     Lenders or, in Collateral Agent's discretion, third parties satisfactory
     to Collateral Agent.

          (ii) Release Of Liens.

               (a)  Provided that no Event of Default or Potential Event of
     Default has occurred and is continuing, on a bi-weekly basis, Collateral
     Agent shall deliver to either the General Counsel of Calton, a title
     insurance company acceptable to the Collateral Agent, or such other Person
     as shall be acceptable to the Collateral Agent, in each case as escrow
     agent, a Partial Release prepared and delivered by Borrowers to Collateral
     Agent for each Inventory Property, listed on the most recent Bi-Weekly
     Inventory Release Report delivered pursuant to subsection 6.1(i)(b),
     subject to an Inventory Property Closing during the fifteen (15) day
     period beginning on the day the next Bi-Weekly Inventory Release Report is
     due.  Unless such escrow agent has been notified that an Event of Default
     or Potential Event of Default has occurred hereunder, a Partial Release
     may be released from escrow and delivered for recording at the applicable
     Inventory Property Closing.  If a Partial Release has been delivered to an
     escrow agent (on behalf of a Credit Party) for an Inventory Property
     Closing and the Inventory Property Closing is cancelled and not
     rescheduled or is delayed and does not occur within seventy (70) days from
     the date of such delivery, the Partial Release shall be promptly returned
     to Collateral Agent.  Upon the occurrence of an Event of Default or
     Potential Event of Default, releases of Partial Releases from escrow shall
     be suspended and all Partial Releases held in escrow at such time shall be
     promptly returned to the Collateral Agent.

               (b)  The Net Closing Proceeds from the sale of any Inventory
     Property shall be deposited directly into the appropriate Concentration
     Account according to the terms of the Account Collateral Security
     Agreement and all other receipts of cash, monies and cash equivalents by
     the Credit Parties shall be deposited directly into the appropriate
     Concentration Account or as otherwise provided under the terms of the
     Account Collateral and Security Agreement.

     E.   Further Assurances Regarding Security; Additional Security; Addition
of New Guarantors.  Each Credit Party shall, from time to time, execute and
deliver to Collateral Agent on behalf of Lenders, such additional Security
Documents, statements, documents, agreements and reports as Collateral Agent
may from time to time reasonably request to evidence, perfect or otherwise
implement or assure the security for repayment of the Obligations.  Company
will notify Collateral Agent promptly in the event (i) a Person becomes a
Subsidiary of Company after the date hereof, or (ii) any Credit Party proposes
to make an Investment in a Subsidiary of Company.  Company at any time, at
Collateral Agent's request, shall cause any Subsidiary to execute and deliver
to Collateral Agent on behalf of Lenders such documents as shall be required in
the discretion of the Collateral Agent to join such person as a Guarantor under
the Guaranty Agreement and such Security Documents, and the appropriate Credit
Party shall execute such further Security Documents, as may be required to
grant and perfect a security interest in all of the capital stock and assets of
such Subsidiary, all as may be requested by Collateral Agent.


Section 4.     CONDITIONS TO EFFECTIVENESS; CONDITIONS TO LOANS AND LETTERS OF
               CREDIT

          The effectiveness of this Amended Loan Agreement and the obligations
of Lenders to make Loans and of Issuing Lender to issue Letters of Credit
hereunder are subject to the satisfaction of all of the following conditions.

4.1  Conditions to Effectiveness.

          The Amended Loan Agreement shall become effective on the date (the
"Effective Date") on which all of the conditions specified in Section 4.1 below
shall have been satisfied or the satisfaction thereof shall have been waived by
Requisite Lenders (or, in the case of the conditions set out in clauses 4.1E
and 4.1F, all Lenders).

     A.   Credit Party Documents.  On or before the Effective Date, each Credit
Party shall deliver or cause to be delivered to Lenders (or to Agent for
Lenders with sufficient originally executed copies, where appropriate, for each
Lender and its counsel) the following, unless otherwise noted, for each of the
Credit Parties and dated the Effective Date:

          (i) If such Credit Party is a corporation, signature and incumbency
     certificates of its officers executing each of the New Loan Documents to
     which it is a party;

          (ii) Executed originals of each of the New Loan Documents to which it
     is a party; and

          (iii) Such other documents as Agent may reasonably request.


     B.   Opinions of Credit Parties' Counsel.  Lenders and their respective
counsel shall have received originally executed copies of one or more favorable
written opinions of Giordano, Halleran & Ciesla, counsel for the Credit
Parties, in form and substance reasonably satisfactory to Agent and its
counsel, dated as of the Effective Date and setting forth substantially the
matters in the opinions designated in Exhibit R annexed hereto and as to such
other matters as Agent acting on behalf of Lenders may reasonably request.

     C.   Intentionally omitted.


     D.   Intentionally omitted.

     E.   Intentionally omitted.

     F.   Reduction in Principal amount of Existing Loans.  Borrowers shall
have paid to Agent for distribution to the Lenders under the Existing Loan
Agreement principal on the Existing Tranche A Loans in an amount equal to the
excess of the aggregate principal amount of such loans on the Effective Date
over $35,650,000.  Borrowers shall have paid to Agent for distribution to the
Lenders under the Existing Loan Agreement principal on the Existing Tranche B
Loans in an amount equal to the excess of the aggregate principal amount of
such loans on the Effective Date over $10,350,000.  Borrowers shall have paid
to Agent for distribution to Lenders under the Existing Loan Agreement all
principal and interest on the Standby Loans, if any, as such term is defined in
the Existing Loan Agreement.

     G.   No Material Adverse Effect.  Since November 30, 1995, no Material
Adverse Effect (in the sole reasonable opinion of Agent) shall have occurred. 
If the Company shall have complied with its obligations under the Existing Loan
Agreement to prepay the Existing Tranche A Loans and Existing Tranche B Loans
from the proceeds of Asset Sales (as such term is defined in the Existing Loan
Agreement), no Asset Sale shall constitute a Material Adverse Effect for
purposes of this subsection 4.1G.

     H.   Representations and Warranties; Performance of Agreements.  Each
Credit Party shall have delivered to Agent an Officer's Certificate, in form
and substance satisfactory to Agent, to the effect that the representations and
warranties made by such Credit Party in the Loan Documents are true, correct
and complete in all material respects on and as of the Effective Date to the
same extent as though made on and as of that date and that such Credit Party
shall have performed in all material respects all agreements and satisfied all
conditions which any of the Loan Documents provides shall be performed or
satisfied by it on or before the Effective Date except as otherwise disclosed
to and agreed to in writing by Agent and Requisite Lenders.

     I.   Insurance.  Each of the Lenders shall have received an insurance
report performed by experts satisfactory to the Lenders and such insurance
certificates and endorsements as the Lenders shall reasonably request, each in
form and substance reasonably satisfactory to the Lenders.

     J.   Borrowing Base Certificate.  Each of the Lenders shall have received
a Borrowing Base Certificate certified by the chief financial officer of
Company and dated the Effective Date (i) calculating the Borrowing Base as of
the last day of the most recent month ending more than 30 days prior to the
Effective Date (the "Initial Borrowing Base") and demonstrating compliance
hereunder with the Initial Borrowing Base after giving effect to the making of
Loans hereunder, if any, and the other transactions contemplated by the Loan
Documents to occur on the Effective Date and (ii) containing a statement by the
chief financial officer of Company that he or she is aware of no circumstances
which would lead him or her to reasonably believe that a Borrowing Base
calculated as of the Effective Date would have a materially lower value than
the Initial Borrowing Base.

     K.   Corporate and Capital Structure.  The composition of the board of
directors of Company and the corporate structure, capital structure and
management of Company and its Subsidiaries on the Effective Date shall be
reasonably satisfactory to the Lenders.    

     L.   Intentionally omitted.

     M.   Payment of Fees and Expenses.  Borrowers shall have paid to Agent,
for distribution to Lenders in accordance with their Pro Rata Shares, the
installment of the Restructure Fee in the amount of $225,000 due on the
Effective Date as set forth in subsection 2.3C.  Borrowers shall have paid all
of the actual costs and expenses, including reasonable attorneys' fees
(including outside counsel's fees, printing, reproduction, document delivery
and communication costs, and all allocated costs of Lenders' in-house counsel),
incurred by Lenders in connection with the negotiation and/or preparation of
the Loan Documents, the termsheets and commitment letters relating thereto, and
any other contracts, instruments and documents required hereunder and the
perfection of the Liens and other actions required pursuant to subsection 4.1L.

     N.   Completion of Other Proceedings.  All other corporate and other
proceedings taken or to be taken in connection with the transactions
contemplated hereby and all documents incidental thereto not previously found
acceptable by Agent, acting on behalf of Lenders, and its counsel shall be
satisfactory in form and substance to Agent and such counsel, and Agent and
such counsel shall have received all such counterpart originals or certified
copies of such documents as Agent may reasonably request.

4.2  Conditions to Letters of Credit.

          The obligation of the Issuing Lender to issue any Letter of Credit
is, in addition to the conditions precedent specified in subsections 4.1 and
4.3, subject to the further condition precedent that on or before the date of
issuance of such Letter of Credit, the Issuing Lender shall have received, in
accordance with the provisions of subsection 2.8B, a notice requesting the
issuance of such Letter of Credit and all other information specified in
subsection 2.8B, and such other documents as such Issuing Lender may reasonably
require in connection with the issuance of such Letter of Credit. 

4.3  Conditions to All Loans.

          The obligations of Lenders to make Loans on each Funding Date are, in
addition to the conditions precedent to effectiveness set forth in Section 4.1,
subject to the satisfaction of each of the following further conditions
precedent:

     A.   Agent shall have received before that Funding Date, in accordance
with the provisions of subsection 2.1B, an originally executed Notice of
Borrowing, in each case signed by the chief executive officer, the chief
financial officer or the treasurer of each Borrower or by any executive officer
of the such Borrower designated by any of the above-described officers on
behalf of such Borrower in a writing delivered to Agent.

     B.   As of that Funding Date:

          (i)  The representations and warranties contained herein and in the
     other Loan Documents shall be true, correct and complete in all material
     respects on and as of that Funding Date to the same extent as though made
     on and as of that date, except to the extent such representations and
     warranties specifically relate to an earlier date, in which case such
     representations and warranties shall have been true, correct and complete
     in all material respects on and as of such earlier date;

          (ii) No event shall have occurred and be continuing or would result
     from the consummation of the borrowing contemplated by such Notice of
     Borrowing that would constitute an Event of Default or a Potential Event
     of Default;

          (iii)Each Borrower shall have performed in all material respects all
     agreements and satisfied all conditions which this Amended Loan Agreement
     provides shall be performed or satisfied by it on or before that Funding
     Date;

          (iv) No order, judgment or decree of any court, arbitrator or govern-
     mental authority shall purport to enjoin or restrain any Lender from
     making the Loans to be made by it on that Funding Date;

          (v)  The making of the Loans requested on such Funding Date shall not
     violate any law including, without limitation, Regulation G, Regulation T,
     Regulation U or Regulation X of the Board of Governors of the Federal
     Reserve System; 

          (vi) There shall not be pending or, to the knowledge of either
     Borrower, threatened, any action, suit, proceeding, governmental
     investigation or arbitration against or affecting Company or any of its
     Subsidiaries or any property of Company or any of its Subsidiaries that
     has not been disclosed by Borrowers in writing pursuant to subsection 5.9
     or 6.1(xii) prior to the making of the last preceding Loans (or, in the
     case of the initial Loans following the Effective Date, prior to the
     Effective Date), and there shall have occurred no development not so
     disclosed in any such action, suit, proceeding, governmental investigation
     or arbitration so disclosed, that, in either event, could reasonably be
     expected to have a Material Adverse Effect; and no injunction or other
     restraining order shall have been issued and no hearing to cause an
     injunction or other restraining order to be issued shall be pending or
     noticed with respect to any action, suit or proceeding seeking to enjoin
     or otherwise prevent the consummation of, or to recover any damages or
     obtain relief as a result of, the transactions contemplated by this
     Amended Loan Agreement;

          (vii)Agent and Collateral Agent shall have received on behalf of
     Lenders such approvals, filings, opinions and documents as Agent or
     Collateral Agent may reasonably request; and

          (viii)No event or change shall have occurred that would cause or
     evidence, either in any case or in the aggregate, a Material Adverse
     Effect.

          The acceptance by Borrowers of the proceeds of any Loans shall be
deemed to constitute, as of the date of such acceptance, (i) a representation
and warranty by Borrowers that the conditions in this Section 4.3 have been
satisfied and (ii) a confirmation by Borrowers of the granting and continuance
of the Collateral Agent's Lien (on behalf of the Lenders) in the Collateral
pursuant to the Loan Documents.


Section 5.     CREDIT PARTIES' REPRESENTATIONS AND WARRANTIES

          In order to induce Lenders to enter into this Amended Loan Agreement
and to make the Loans and issue Letters of Credit hereunder, each Credit Party
jointly and severally represents and warrants to each Lender, on the Effective
Date and on each Funding Date, that the following statements are true, correct
and complete:

5.1  Corporate Existence and Qualifications; Compliance with Law.

          A.   Schedule 5.1(a) annexed hereto lists the state of organization
of Company and each Subsidiary of Company and all other states or jurisdictions
in which Company or such Subsidiary is qualified to do business as a foreign
corporation or partnership.  Company and each Subsidiary of Company (i) is a
corporation or partnership duly organized, validly existing and in good
standing under the laws of the state of its organization; (ii) is duly
qualified as a foreign corporation or partnership and is in good standing under
the laws of each jurisdiction where its ownership or lease of property or the
conduct of its business requires such qualification (except for jurisdictions
in which such failure to so qualify or to be in good standing could not
reasonably be expected to have a Material Adverse Effect); (iii) has the
requisite corporate or partnership power and authority and the legal right to
own, pledge, mortgage or otherwise encumber and operate its properties, to
lease the property it operates under lease, and to conduct its business as now,
heretofore and proposed to be conducted; and (iv) is in compliance with its
certificate or articles of incorporation and bylaws or partnership agreement,
as applicable.

          B.  Company and each Subsidiary of Company (i) has, or will by the
Effective Date have, all material licenses, permits, consents or approvals from
or by, and has made all material filings with, and has given all material
notices to, all governmental authorities having jurisdiction, to the extent
required for the ownership, operation and conduct of its properties and
business as now, heretofore and proposed to be owned, operated and conducted;
and (ii) is in compliance with all applicable provisions of law, the failure to
comply with which would have a Material Adverse Effect.

5.2  Executive Offices.

          The respective current locations of Company's and each of its
Subsidiaries' chief executive offices and principal places of business are set
forth on Schedule 5.2 annexed hereto.

5.3  Subsidiaries.

          Schedule 5.3 sets forth all Subsidiaries of Company, together with
(i) in the case of Subsidiaries of Company which are corporations, the
authorized and outstanding capital stock of each such Subsidiary, by class and
number and percentage of each class legally owned by Company or a Subsidiary of
Company or any other Person, or to be so owned by the Effective Date and (ii)
in the case of all other Subsidiaries of Company, all issued and outstanding
ownership interests of each such Subsidiary by class and number and percentage
of each class owned by Company or a Subsidiary of Company or any other Person,
or to be so owned by the Effective Date.  There are no options, warrants,
rights to purchase or similar rights covering capital stock or other ownership
interests for any such Subsidiary.

5.4  Conduct of Business.

          Company and its Subsidiaries are engaged only in the businesses
permitted to be engaged in pursuant to subsection 7.13.

5.5  Authorization of Borrowing, etc.

     A.   Authorization of Borrowing.  The execution, delivery and performance
of the Loan Documents have been duly authorized by all necessary corporate or
partnership action on the part of each Credit Party thereto.

     B.   No Conflict.  The execution, delivery and performance by each Credit
Party of the Loan Documents to which it is a party and the consummation of the
transactions contemplated by the Loan Documents do not and will not (i) violate
any provision of any law or any governmental rule or regulation applicable to
such Credit Party or any order, judgment or decree of any arbitrator, court or
other agency of government binding on such Credit Party, (ii) violate any
provision of the Certificate or Articles of Incorporation or Bylaws of such
Credit Party if it is a corporation or of the general partner or other person
authorized to act on behalf of such Credit Party if it is not a corporation,
(iii) violate any provision of its partnership, joint venture or similar
organizational agreement if such Credit Party is not a corporation,
(iv) conflict with, result in a breach of or constitute (with due notice or
lapse of time or both) a default under any Contractual Obligation of such
Credit Party, (v) result in or require the creation or imposition of any Lien
upon any of the properties or assets of such Credit Party (other than any Liens
created under any of the Loan Documents in favor of Collateral Agent on behalf
of Lenders), or (vi) require any approval of stockholders, any partner or any
approval or consent of any Person under any Contractual Obligation of such
Credit Party, except for such approvals or consents which will be obtained on
or before the Effective Date and disclosed in writing to Lenders.

     C.   Governmental Consents.  The execution, delivery and performance by
each Credit Party of the Loan Documents to which such Credit Party is a party
and the consummation of the transactions contemplated by the Loan Documents do
not and will not require any registration with, consent or approval of, or
notice to, or other action to, with or by, any federal, state or other govern-
mental authority or regulatory body.

     D.   Binding Obligation.  Each of the Loan Documents has been duly
executed and delivered by each Credit Party which is a party thereto and is the
legally valid and binding obligation of such Credit Party, enforceable against
each such Credit Party in accordance with its respective terms, except as may
be limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws relating to or limiting creditors' rights generally or by equitable
principles relating to enforceability.

5.6  Financial Condition.

          Company has heretofore delivered to Lenders, at Lenders' request, the
following financial statements and information:  (i) a financial forecast dated
February 27, 1997, for Company and its Subsidiaries for the period through
November 30, 1999, (ii) the audited consolidated and consolidating balance
sheets of Company and its Subsidiaries as at November 30, 1995, and the related
consolidated and consolidating statements of income, stockholders' equity and
cash flows of Company and its Subsidiaries for the Fiscal Year then ended and
(iii) the unaudited consolidated and consolidating balance sheets of Company
and its Subsidiaries as at January 30, 1997, and the related unaudited
consolidated and consolidating statements of income, stockholders' equity and
cash flows of Company and its Subsidiaries for the three months then ended. 
All such statements were prepared in conformity with GAAP and fairly present
the financial position (on a consolidated and, where applicable, consolidating
basis) of the entities described in such financial statements as at the
respective dates thereof and the results of operations and cash flows (on a
consolidated and, where applicable, consolidating basis) of the entities
described therein for each of the periods then ended, subject, in the case of
any such unaudited financial statements, to changes resulting from audit and
normal year-end adjustments.  Company does not (and will not following the
Effective Date) have any Contingent Obligation, contingent liability or
liability for taxes, long-term lease or unusual forward or long-term commitment
that is not reflected in the foregoing financial statements or the notes
thereto and which in any such case is material in relation to the business,
operations, properties, assets, condition (financial or otherwise) or prospects
of Company and its Subsidiaries taken as a whole.

5.7  No Material Adverse Change; No Restricted Junior Payments.

          Since November 30, 1995, no event or change has occurred that has
caused or evidences, either in any case or in the aggregate, a Material Adverse
Effect.  Neither Company nor any of its Subsidiaries has directly or indirectly
declared, ordered, paid or made, or set apart any sum or property for, any
Restricted Junior Payment or agreed to do so.

5.8  Title to Properties; Liens.

          Company and its Subsidiaries have, and following the Effective Date
will have, good, marketable and legal title, subject only to Permitted
Encumbrances, to all of their respective properties and assets reflected in the
financial statements referred to in subsection 5.6 or in the most recent
financial statements delivered pursuant to subsection 6.1, except for assets
disposed of since the date of such financial statements in the ordinary course
of business or as otherwise permitted under subsection 7.7.  Except as
permitted by this Amended Loan Agreement, all such properties and assets are,
and following the Effective Date will be, free and clear of Liens.  Except for
the Guarantors, no Subsidiary of Company has, or following the Effective Date
will have, assets with a fair market value in excess of $50,000.  The Liens
granted to the Collateral Agent (for the benefit of the Lenders) will be fully
perfected first priority Liens in and to the Collateral on the Effective Date
and thereafter, subject only to any validly perfected and enforceable Permitted
Encumbrances of record immediately prior to the Effective Date identified on
Schedule 5.8 annexed hereto.

5.9  Litigation; Adverse Facts.

          Except as described in Schedule 5.9 annexed hereto, there is no
action, suit, proceeding, arbitration or governmental investigation (whether or
not purportedly on behalf of Company or any of its Subsidiaries) at law or in
equity or before or by any federal, state, municipal or other governmental
department, commission, board, bureau, agency or instrumentality, domestic or
foreign, pending or, to the knowledge of any Credit Party, threatened against
or affecting Company or any of its Subsidiaries or any property of Company or
any of its Subsidiaries that has had, or could reasonably be expected to result
in, a Material Adverse Effect.  Neither Company nor any of its Subsidiaries is
(i) in violation of any applicable law that has had, or could reasonably be
expected to result in, a Material Adverse Effect or (ii) subject to or in
default with respect to any final judgment, writ, injunction, decree, rule or
regulation of any court or any federal, state, municipal or other governmental
department, commission, board, bureau, agency or instrumentality, domestic or
foreign, that has had, or could reasonably be expected to result in, a Material
Adverse Effect. 

5.10 Payment of Taxes.

          Except to the extent permitted by subsection 6.3, all tax returns and
reports of Company and its Subsidiaries required to be filed by any of them
have been timely filed, and all taxes, assessments, fees and other governmental
charges upon Company and its Subsidiaries and upon their respective properties,
assets, income, businesses and franchises which are due and payable have been
paid when due and payable.  No Credit Party knows of any proposed tax assess-
ment against Company or any of its Subsidiaries (other than any proposed tax
assessment which Company or such Subsidiary expects to pay in the ordinary
course of its business when due) which is not being actively contested by
Company or such Subsidiary in good faith and by appropriate proceedings;
provided that such reserves or other appropriate provisions, if any, as shall
be required in conformity with GAAP shall have been made or provided therefor.

5.11 Performance of Agreements; Materially Adverse Agreements.

     A.   Neither Company nor any of its Subsidiaries is in default in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in any of its Contractual Obligations, and no condition
exists that, with the giving of notice or the lapse of time or both, would
constitute such a default, except where the consequences, direct or indirect,
of such default or defaults, if any, would not have a Material Adverse Effect.

     B.   Neither Company nor any of its Subsidiaries is a party to or is
otherwise subject to any agreement or instrument or any charter or other
internal restriction which has had, or could reasonably be expected to result
in, individually or in the aggregate, a Material Adverse Effect.

5.12 Governmental Regulation.

          Neither Company nor any of its Subsidiaries is subject to regulation
under the Public Utility Holding Company Act of 1935, the Federal Power Act,
the Interstate Commerce Act or the Investment Company Act of 1940 or under any
other federal or state statute or regulation which may limit its ability to
incur Indebtedness or which may otherwise render all or any portion of the
Obligations unenforceable.  

5.13 Securities Activities.

          Neither Company nor any of its Subsidiaries is engaged principally,
or as one of its important activities, in the business of extending credit for
the purpose of purchasing or carrying any Margin Stock.

5.14 Employee Benefit Plans.

     A.   The Credit Parties and each of their ERISA Affiliates are in
compliance with all applicable provisions and requirements of ERISA and the
regulations and published interpretations thereunder with respect to each
Employee Benefit Plan, and have performed all their obligations under each
Employee Benefit Plan.

     B.   No ERISA Event has occurred or is reasonably expected to occur.

     C.   Except to the extent required under Section 4980B of the Internal
Revenue Code, no Employee Benefit Plan provides health or welfare benefits
(through the purchase of insurance or otherwise) for any retired or former
employees of any Credit Party or any of their ERISA Affiliates.

     D.   As of the most recent valuation date for any Pension Plan, the amount
of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA),
individually or in the aggregate for all Pension Plans (excluding for purposes
of such computation any Pension Plans with respect to which assets exceed
benefit liabilities), does not exceed $250,000.

5.15 Certain Fees.

          No broker's or finder's fee or commission will be payable with
respect to this Amended Loan Agreement or any of the transactions contemplated
hereby, and Borrowers hereby indemnify Lenders against, and agree that they
will hold Lenders harmless from, any claim, demand or liability for any such
broker's or finder's fees alleged to have been incurred in connection herewith
or therewith and any expenses (including reasonable fees, expenses and
disbursements of counsel) arising in connection with any such claim, demand or
liability.

5.16 Environmental Protection.

          Except as set forth in Schedule 5.16 annexed hereto:

          (i)  the operations of Company and each of its Subsidiaries
     (including, without limitation, all operations and conditions at or in the
     Facilities) comply in all material respects with all Environmental Laws;

          (ii) Company and each of its Subsidiaries have obtained all
     Governmental Authorizations under Environmental Laws necessary to their
     respective current operations and have no reason to believe they will be
     unable to obtain all Governmental Authorizations under Environmental Laws
     necessary to their respective future operations, and all such current
     Governmental Authorizations are in good standing, and Company and each of
     its Subsidiaries are in compliance with all material terms and conditions
     of such Governmental Authorizations; 

          (iii)neither Company nor any of its Subsidiaries has received (a) any
     notice or claim to the effect that it is or may be liable to any Person as
     a result of or in connection with any Hazardous Materials or (b) any
     letter or request for information under Section 104 of the Comprehensive
     Environmental Response, Compensation, and Liability Act (42 U.S.C. 9604)
     or comparable state laws, and, to the best of each Credit Party's
     knowledge, none of the operations of Company or any of its Subsidiaries is
     the subject of any federal or state investigation relating to or in
     connection with any Hazardous Materials at any Facility or at any other
     location;

          (iv) none of the operations of Company or any of its Subsidiaries is
     subject to any judicial or administrative proceeding alleging the
     violation of or liability under any Environmental Laws which if adversely
     determined is reasonably likely to have a Material Adverse Effect;

          (v)  neither Company nor any of its Subsidiaries nor any of their
     respective Facilities or operations are subject to any outstanding written
     order or agreement with any governmental authority or private party
     relating to (a) any Environmental Laws or (b) any Environmental Claims;

          (vi) neither Company nor any of its Subsidiaries has, to the best
     knowledge of each Credit Party, any contingent liability in connection
     with any Release of any Hazardous Materials by Company or any of its
     Subsidiaries;

          (vii)neither Company nor any of its Subsidiaries nor, to the best
     knowledge of each Credit Party, any predecessor of Company or any of its
     Subsidiaries (including without limitation any prior owner or operator of
     any Facility) has filed any notice under any Environmental Law indicating
     past or present treatment or Release of Hazardous Materials at any
     Facility, and none of Company's or any of its Subsidiaries' operations
     nor, to the best knowledge of each Credit Party, any predecessor of
     Company or any of its Subsidiaries (including without limitation any prior
     owner or operator of any Facility) involves the generation,
     transportation, treatment, storage or disposal of Hazardous Materials;

          (viii)no Hazardous Materials exist on, under or about any Facility in
     a manner that has a reasonable possibility of giving rise to an
     Environmental Claim having a Material Adverse Effect, and neither Company
     nor any of its Subsidiaries has filed (or should have filed) any notice or
     report of a Release of any Hazardous Materials that has a reasonable
     possibility of giving rise to an Environmental Claim having a Material
     Adverse Effect;

          (ix) neither Company nor any of its Subsidiaries nor, to the best
     knowledge of each Credit Party, any of their respective predecessors
     (including without limitation any prior owner or operator of a Facility)
     has disposed of any Hazardous Materials in a manner that has a reasonable
     possibility of giving rise to an Environmental Claim having a Material
     Adverse Effect;

          (x)  to the best knowledge of each Credit Party, no underground
     storage tanks or surface impoundments are on, under or at any Facility;
     and

          (xi) no Lien in favor of any Person relating to or in connection with
     any Environmental Claim has been filed or has been attached to any
     Facility.

5.17 Employee Matters.

          There is no strike or work stoppage in existence or threatened
involving Company or any of its Subsidiaries that may have a Material Adverse
Effect.

5.18 Outstanding Stock.

          On the Effective Date, the authorized capital of Company will consist
of (i) 53,700,000 shares of Company Common Stock, of which approximately
26,550,000 shares will be issued and outstanding, and (ii) 2,600,000 shares of
Redeemable Preferred Stock, of which no shares will be outstanding, and (iii)
10,000,000 shares of Class A Preferred Stock, of which none will be issued or
outstanding.  Schedule 5.18 identifies each Person who on the Effective Date
will hold beneficially 5% or more of the Company Common Stock or the Redeemable
Preferred Stock or who will hold Securities representing 5% or more of the
combined voting power of all Securities of Company entitled to vote in the
election of directors.  On the Effective Date, Company will have no outstanding
rights, options, warrants, or agreements pursuant to which it may be required
to issue or sell any capital stock or other equity security, except as set
forth in Schedule 5.18.

5.19 Insurance Policies.

          Schedule 5.19 lists all insurance of any nature maintained for
current occurrences by Company and its Subsidiaries, as well as a summary of
the terms of such insurance.  All of such policies are in full force and effect
and provide coverage of such risks and for such amounts as is customarily
maintained for businesses of the scope and size of that of Company and its
Subsidiaries.

5.20 Schedule of Deposit Accounts.  

          Schedule 5.20 lists all material Deposit Accounts, of Company and its
Subsidiaries, and such Schedule 5.20 correctly identifies the name and address
of each depository, the name in which the account is held, the purpose of the
account and the complete account number.

5.21 Solvency.

          On the Effective Date each Credit Party will be and, upon the
incurrence of any Obligations by such Credit Party on any date on which this
representation is made, will be, Solvent.

5.22 Mortgaged Properties.

          All of the Real Estate owned or leased by the Credit Parties and
their Subsidiaries is described in Schedule 5.22 annexed hereto.  Except as set
forth on Schedule 5.22, all of the Real Estate described in said Schedule
constitutes the Mortgaged Properties.

5.23 Disclosure.

          No representation or warranty of any Credit Party contained in any
Loan Document or in any other document, certificate or written statement fur-
nished to Lenders by or on behalf of such Credit Party for use in connection
with the transactions contemplated by this Amended Loan Agreement contains any
untrue statement of a material fact or omits to state a material fact (known to
such Credit Party, in the case of any document not furnished by it) necessary
in order to make the statements contained herein or therein not misleading in
light of the circumstances in which the same were made.  Any projections and
pro forma financial information contained in such materials are based upon good
faith estimates and assumptions believed by the Credit Parties to be reasonable
at the time made, it being recognized by Lenders that such projections as to
future events are not to be viewed as facts and that actual results during the
period or periods covered by any such projections may differ from the projected
results.  There is no fact known (or which should upon the reasonable exercise
of diligence be known) to any Credit Party (other than matters of a general
economic nature) that has had, or could reasonably be expected to result in, a
Material Adverse Effect and that has not been disclosed herein or in such other
documents, certificates and statements furnished to Lenders for use in
connection with the transactions contemplated hereby.

5.24 Financial Condition of Certain Subsidiaries.

          On the Effective Date each of the following entities has no assets
and on the date of the dissolution thereof pursuant to subsection 6.12, each of
the following entities shall have no assets: Calton Homes of Tampa, Inc.;
Calcap 42, Inc.; Calton Lindenwood Corporation; Calton Manzanita Corporation;
Calton California Equity Corporation; Calton Tamarack Corporation; Calcap 
XXXIII, Inc.; Calcap Commercial Management Inc.; Calton General Inc.; Talpro
31, L.P.; Talpro 32, L.P.; Calcap XXXII, Inc.; Talpro 33, L.P.; Calcap X,
Inc.; and Calcap XXI, Inc.

5.25 Survival of Rights Created under Existing Loan Agreement. 

          Notwithstanding the modification or deletion of certain
representations and warranties of Borrowers contained in the Existing Loan
Agreement (including, without limitation, the deletion of representations and
warranties as to the future consequences of certain events which occurred prior
to the date of this Amended Loan Agreement), but subject to the waiver of
certain Events of Default provided in subsection 11.23 hereof, each Borrower
acknowledges and agrees that any choses in action or other rights created in
favor of any Lender and their respective successors and assigns arising out of
the representations and warranties of Borrowers contained in or delivered
(including representations and warranties delivered in connection with the
making of loans thereunder) in connection with the Existing Loan Agreement,
shall survive the execution and delivery of this Amended Loan Agreement.  Each
Borrower and Lenders acknowledge that certain representations and warranties
made by Borrowers under the Existing Loan Agreement (including representations
and warranties as to the future consequences of certain events which occurred
prior to the date of this Amended Loan Agreement) were made subject to changes
in the facts and conditions on which such representations and warranties were
based, which such changes were permitted or required under the Existing Loan
Agreement or this Amended Loan Agreement and any such representations and
warranties incorporated herein are so incorporated subject to such changes
permitted or required under the Existing Loan Agreement or this Amended Loan
Agreement.


Section 6.     CREDIT PARTIES' AFFIRMATIVE COVENANTS

          Each Credit Party covenants and agrees that, so long as any of the
Commitments hereunder shall remain in effect and until payment in full of all
of the Loans and other Obligations and the repayment in full of all amounts due
under, or the cancellation or expiration of all Letters of Credit and all other
amounts owing hereunder, such Credit Party shall perform, and shall cause each
of its Subsidiaries to perform, all covenants in this Section 6 applicable to
it.

6.1  Financial Statements and Other Reports.

          Company will maintain, and cause each of its Subsidiaries to
maintain, a system of accounting established and administered in accordance
with sound business practices to permit preparation of financial statements in
conformity with GAAP.  Company will deliver to Lenders (or, in the case of
subsection 6.1(i), to Agent, Collateral Agent and, upon request, Lenders):

          (i)  Inventory Reports:

          (a)  on a monthly basis, with reports due by the 5th day of each
     month commencing with the first such date after the Effective Date, a
     report in form and substance reasonably satisfactory to Agent, certified
     by the chief financial officer of Company (each a "Monthly Inventory
     Activity Report"), listing (1) all sales of Real Estate by Company or any
     of its Subsidiaries during the previous month, providing reasonable detail
     on a per unit (lot) basis regarding the date on which the closing of the
     sale of the unit (lot) occurred, the gross sales price of the unit (lot),
     the amount of settlement costs paid by the seller, the amount of Net
     Closing Proceeds received by the seller, the account number of the
     Concentration Account into which the Net Closing Proceeds were deposited
     (together with reasonable detail regarding sales of Inventory Properties
     to which such deposit relates), the date of such deposit, and (2) all
     acquisitions of Real Estate or interests in Real Estate (including
     information on the acquisition of options on Real Estate and the exercise
     of options on Real Estate), during the previous month, providing
     reasonable detail on a per unit (lot) basis regarding the date the closing
     of the acquisition of the unit (lot) occurred, the purchase price paid,
     and the date and place (including book and page) of recording of real
     estate security instruments granting Liens to the Collateral Agent;
     provided that if Collateral Agent determines in its sole discretion that
     the Monthly Inventory Activity Report does not provide the Collateral
     Agent information on a timely enough basis to accurately determine the
     status of lots that have been released or other inventory information, on
     the written request of Collateral Agent, such reports shall thereafter be
     delivered on a weekly basis with such reports due by the first Business
     Day of each week (such reports, if delivered on a weekly basis shall be
     referred to hereunder as "Weekly Inventory Activity Reports");

          (b)  on a bi-weekly basis, with reports due by the 1st and 15th day
     of each month commencing with the first such date after the Effective
     Date, a schedule signed by an officer of the Company or its legal counsel
     (each a "Bi-Weekly Inventory Release Report"), identifying all Partial
     Releases required for scheduled closings for the two week period beginning
     on the date the next Bi-Weekly Inventory Release Report is due;

          (c)  on a monthly basis, with the reports due by the 15th day of each
     month commencing with the first such date after the Effective Date, (1) a
     certificate in form and substance reasonably satisfactory to Agent and
     signed by the chief financial officer of Company (each a "Monthly
     Inventory Certification Report") verifying the accuracy of the most recent
     inventory report prepared by the Collateral Agent and submitted to Company
     with respect to the Real Estate of Company and its Subsidiaries (together,
     if necessary, with a schedule containing such additions or deletions to
     the inventory report as the party certifying its accuracy shall deem
     necessary for an accurate description of such Real Estate), and (2) a
     forecast of sales and acquisition activity for the next month in form and
     substance satisfactory to the Agent and certified by the chief financial
     officer of Company (each a "Sales/Acquisition Forecast") listing (A) all
     planned real property closings (on a lot/unit basis) for the next month
     with reasonable detail regarding the projected closing dates, sales
     prices, settlement costs to be paid by the seller and net sales proceeds
     to be received by the seller and (B) all planned real property
     acquisitions for the next month (with lot/unit data if applicable) and
     reasonable detail regarding the projected closing dates and acquisition
     costs; and

          (ii) Borrowing Base Certificate; Sales and Closing Report:  as soon
     as available and in any event within 30 days after the end of each month
     ending after the Effective Date (a) a borrowing base certificate in form
     and substance satisfactory to Agent and certified by the chief financial
     officer of Company (each a "Borrowing Base Certificate") listing in
     summary fashion (on a division basis) the Eligible Inventory Cost and Net
     Realizable Value of each Eligible Property and demonstrating in reasonable
     detail compliance with the Borrowing Base restrictions contained in
     subsection 2.4D with an attached schedule listing in reasonable detail
     borrowing base information for each Real Estate Project of Company and its
     Subsidiaries, including the project name, project location, project type,
     status, lot information (including total lots, lots closed, Spec Units and
     total lots remaining) and inventory value information (including Eligible
     Inventory Cost, Net Realizable Value, inventory reserves and 80%
     availability figures), all as of the end of the previous month, and (b) a
     summary report in form and substance satisfactory to Agent and signed by
     the chief financial officer of Company (each a "Sales and Closing Report")
     listing all sales and deliveries of Real Estate by Company and its
     Subsidiaries on a weekly basis for the three month period ending as of the
     end of the previous month; and 

          (iii)Monthly Financials:  as soon as available and in any event
     within 30 days after the end of the first two months of each fiscal
     quarter of each Fiscal Year after the Effective Date and within 45 days
     after the end of each month ending a fiscal quarter after the Effective
     Date, (a) the consolidated and, upon request by any Lender, consolidating
     balance sheets of Company and its Subsidiaries as at the end of such month
     and the related consolidated and consolidating statements of income,
     stockholders' equity and cash flows of Company and its Subsidiaries for
     such month and for the period from the beginning of the then current
     Fiscal Year to the end of such month, setting forth in each case in
     comparative form the corresponding figures for the corresponding periods
     of the previous Fiscal Year and the corresponding figures from the
     consolidated plan and financial forecast for the current Fiscal Year
     delivered pursuant to subsection 6.1(xv), to the extent prepared on a
     monthly basis, all in reasonable detail and certified by the chief
     financial officer of Company that they fairly present the financial condi-
     tion of Company and its Subsidiaries as at the dates indicated and the
     results of their operations and their cash flows for the periods
     indicated, subject to changes resulting from audit and normal year-end
     adjustments, and (b) at the request of Agent, a narrative report
     describing the operations of Company and its Subsidiaries in the form
     prepared for presentation to senior management for such month and for the
     period from the beginning of the then current Fiscal Year to the end of
     such month; and 

          (iv) Quarterly Financials:  as soon as available and in any event
     within 45 days after the end of each fiscal quarter of each Fiscal Year,
     (a) the consolidated and consolidating balance sheets of Company and its
     Subsidiaries as at the end of such fiscal quarter and the related
     consolidated and consolidating statements of income, stockholders' equity
     and cash flows of Company and its Subsidiaries for such fiscal quarter and
     for the period from the beginning of the then current Fiscal Year to the
     end of such fiscal quarter, setting forth in each case in comparative form
     the corresponding figures for the corresponding periods of the previous
     Fiscal Year and the corresponding figures from the consolidated plan and
     financial forecast for the current Fiscal Year delivered pursuant to
     subsection 6.1(xv), all in reasonable detail and certified by the chief
     financial officer of Company that they fairly present the financial
     condition of Company and its Subsidiaries as at the dates indicated and
     the results of their operations and their cash flows for the periods
     indicated, subject to changes resulting from audit and normal year-end
     adjustments, and (b) at the request of Agent, a narrative report
     describing the operations of Company and its Subsidiaries in the form
     prepared for presentation to senior management for such fiscal quarter and
     for the period from the beginning of the then current Fiscal Year to the
     end of such fiscal quarter; 

          (v)  Year-End Financials:  within 10 days after the Effective Date
     (in the case of the Fiscal Year ended November 30, 1996) and as soon as
     available and in any event within 90 days after the end of each Fiscal
     Year thereafter, (a) the consolidated and consolidating balance sheets of
     Company and its Subsidiaries as at the end of such Fiscal Year and the
     related consolidated and consolidating statements of income, stockholders'
     equity and cash flows of Company and its Subsidiaries for such Fiscal
     Year, setting forth in each case in comparative form the corresponding
     figures for the previous Fiscal Year and the corresponding figures from
     the consolidated plan and financial forecast for the current Fiscal Year
     delivered pursuant to subsection 6.1(xv), all in reasonable detail and
     certified by the chief financial officer of Company that they fairly
     present the financial condition of Company and its Subsidiaries as at the
     dates indicated and the results of their operations and their cash flows
     for the periods indicated, (b) a narrative report describing the
     operations of Company and its Subsidiaries in the form prepared for
     presentation to senior management for such Fiscal Year, and (c) in the
     case of such consolidated financial statements, a report thereon of
     Coopers & Lybrand or other independent certified public accountants of
     recognized national standing selected by Company and satisfactory to
     Agent, which report shall be unqualified, shall express no doubts about
     the ability of Company and its Subsidiaries to continue as a going
     concern, and shall state that such consolidated financial statements
     fairly present the consolidated financial position of Company and its
     Subsidiaries as at the dates indicated and the results of their operations
     and their cash flows for the periods indicated in conformity with GAAP
     applied on a basis consistent with prior years (except as otherwise
     disclosed in such financial statements) and that the examination by such
     accountants in connection with such consolidated financial statements has
     been made in accordance with generally accepted auditing standards;
     provided, however, that Company shall deliver preliminary drafts of the
     financial statements referred to in clause (a) above within 45 days after
     the end of such Fiscal Year;

          (vi) Officers' and Compliance Certificates:  together with each
     delivery of financial statements of Company and its Subsidiaries pursuant
     to subdivisions (iii), (iv) and (v) above, (a) an Officers' Certificate of
     Company stating that the signers have reviewed the terms of this Amended
     Loan Agreement and have made, or caused to be made under their super-
     vision, a review in reasonable detail of the transactions and condition of
     Company and its Subsidiaries during the accounting period covered by such
     financial statements and that such review has not disclosed the existence
     during or at the end of such accounting period, and that the signers do
     not have knowledge of the existence as at the date of such Officers'
     Certificate, of any condition or event that constitutes an Event of
     Default or Potential Event of Default, or, if any such condition or event
     existed or exists, specifying the nature and period of existence thereof
     and what action Company has taken, is taking and proposes to take with
     respect thereto; and (b) a Compliance Certificate demonstrating in
     reasonable detail compliance during and at the end of the applicable
     accounting periods with the restrictions contained in Section 7;

          (vii)Reconciliation Statements:  if, as a result of any change in
     accounting principles and policies from those used in the preparation of
     the audited financial statements referred to in subsection 5.6, the
     consolidated financial statements of Company and its Subsidiaries
     delivered pursuant to subdivisions, (iii), (iv), (v) or (xv) of this
     subsection 6.1 will differ in any material respect from the consolidated
     financial statements that would have been delivered pursuant to such
     subdivisions had no such change in accounting principles and policies been
     made, then (a) together with the first delivery of financial statements
     pursuant to subdivision (iii), (iv), (v) or (xv) of this subsection 6.1
     following such change, consolidated financial statements of Company and
     its Subsidiaries for (y) the current Fiscal Year to the effective date of
     such change and (z) the two full Fiscal Years immediately preceding the
     Fiscal Year in which such change is made, in each case prepared on a pro
     forma basis as if such change had been in effect during such periods, and
     (b) together with each delivery of financial statements pursuant to
     subdivision (iii), (iv), (v) or (xv) of this subsection 6.1 following such
     change, a written statement of the chief accounting officer or chief
     financial officer of Company setting forth the differences which would
     have resulted if such financial statements had been prepared without
     giving effect to such change;

          (viii)Accountants' Certification:  together with each delivery of
     consolidated financial statements of Company and its Subsidiaries pursuant
     to subdivision (v) above, a written statement by the independent certified
     public accountants giving the report thereon stating whether, in
     connection with their audit examination, anything has come to their
     attention that caused them to believe that the Company has failed to
     comply with any term or provisions hereof and if any such failure to
     comply has come to their attention, specifying the nature and period of
     existence thereof; provided that such accountants shall not be liable by
     reason of any failure to obtain knowledge of any such Event of Default or
     Potential Event of Default that would not be disclosed in the course of
     their audit examination;

          (ix) Accountants' Reports:  promptly upon receipt thereof (unless
     restricted by applicable professional standards), copies of all reports
     submitted to Company by independent certified public accountants in
     connection with each annual, interim or special audit of the financial
     statements of Company and its Subsidiaries made by such accountants,
     including, without limitation, any comment letter submitted by such
     accountants to management in connection with their annual audit;

          (x)  SEC Filings and Press Releases:  promptly upon their becoming
     available, copies of (a) all financial statements, reports, notices and
     proxy statements sent or made available generally by Company to its
     security holders or by any Subsidiary of Company to its security holders
     other than Company or another Subsidiary of Company, (b) all regular and
     periodic reports and all registration statements (other than on Form S-8
     or a similar form) and prospectuses, if any, filed by Company or any of
     its Subsidiaries with any securities exchange or with the Securities and
     Exchange Commission or any governmental or private regulatory authority,
     and (c) all press releases and other statements made available generally
     by Company or any of its Subsidiaries to the public concerning material
     developments in the business of Company or any of its Subsidiaries;

          (xi) Events of Default, etc.:  promptly upon any officer of Company
     obtaining knowledge (a) of any condition or event that constitutes an
     Event of Default or Potential Event of Default, or becoming aware that any
     Lender, Agent or Collateral Agent has given any notice or taken any other
     action with respect to a claimed Event of Default or Potential Event of
     Default, (b) that any Person has given any notice to Company or any of its
     Subsidiaries or taken any other action with respect to a claimed default
     or event or condition of the type referred to in subsection 8.2, (c) of
     any condition or event that would be required to be disclosed in a current
     report filed by Company with the Securities and Exchange Commission on
     Form 8-K (Items 1, 2, 4, 5 and 6 of such Form as in effect on the date
     hereof) if Company were required to file such reports under the Exchange
     Act, or (d) of the occurrence of any event or change that has caused or
     evidences, either in any case or in the aggregate, a Material Adverse
     Effect, an Officers' Certificate specifying the nature and period of
     existence of such condition, event or change, or specifying the notice
     given or action taken by any such Person and the nature of such claimed
     Event of Default, Potential Event of Default, default, event or condition,
     and what action Company has taken, is taking and proposes to take with
     respect thereto;

          (xii)Litigation:  (a) promptly upon any officer of Company obtaining
     knowledge of (X) the institution of, or non-frivolous threat of, any
     action, suit, proceeding, governmental investigation or arbitration
     against or affecting Company or any of its Subsidiaries or any property of
     Company or any of its Subsidiaries (collectively, "Proceedings") not
     previously disclosed in writing by Company to Lenders or (Y) any material
     development in any Proceeding that, in any case:

               (1)  if adversely determined, is reasonably likely to cause a
          Material Adverse Effect; or

               (2)  seeks to enjoin or otherwise prevent the consummation of,
          or to recover any damages or obtain relief as a result of, the
          transactions contemplated hereby;

     written notice thereof together with such other information as may be
     reasonably available to Company to enable Lenders and their counsel to
     evaluate such matters; and (b) within twenty days after the end of each
     fiscal quarter of Company, a schedule of all Proceedings involving an
     alleged liability of, or claims against or affecting, Company or any of
     its Subsidiaries equal to or greater than $500,000, and promptly after
     request by Agent such other information as may be reasonably requested by
     Agent to enable Agent and its counsel to evaluate any of such Proceedings;
     

          (xiii)ERISA Events:  promptly upon becoming aware of the occurrence
     of or forthcoming occurrence of any ERISA Event, a written notice
     specifying the nature thereof, what action the applicable Credit Party or
     any of its ERISA Affiliates has taken, is taking or proposes to take with
     respect thereto and, when known, any action taken or threatened by the
     Internal Revenue Service, the Department of Labor or the PBGC with respect
     thereto;

          (xiv)ERISA Notices:  with reasonable promptness, copies of (a) each
     Schedule B (Actuarial Information) to the annual report (Form 5500 Series)
     filed by any Credit Party or any of its ERISA Affiliates with the Internal
     Revenue Service with respect to each Pension Plan; (b) all notices
     received by any Credit Party or any of its ERISA Affiliates from a
     Multiemployer Plan sponsor concerning an ERISA Event; and (c) such other
     documents or governmental reports or filings relating to any Employee
     Benefit Plan as Agent shall reasonably request;

          (xv) Financial Plans:  as soon as practicable and in any event no
     later than 30 days prior to the beginning of each Fiscal Year, a
     consolidated and consolidating plan and financial forecast for the next 2
     succeeding Fiscal Years, including, without limitation, (a) forecasted
     consolidated and consolidating balance sheets and forecasted consolidated
     and consolidating statements of income and cash flows of Company and its
     Subsidiaries for such Fiscal Year, together with an explanation of the
     assumptions on which such forecasts are based, (b) forecasted consolidated
     and consolidating statements of income and cash flows of Company and its
     Subsidiaries for each quarter of such Fiscal Year, together with an
     explanation of the assumptions on which such forecasts are based, and (c)
     such other information and projections as any Lender may reasonably
     request;

          (xvi)Insurance:  as soon as practicable and in any event by the last
     day of each Fiscal Year, a report in form and substance satisfactory to
     Agent outlining all material insurance coverage maintained as of the date
     of such report by Company and its Subsidiaries and all material insurance
     coverage planned to be maintained by Company and its Subsidiaries in the
     immediately succeeding Fiscal Year;

          (xvii)Environmental Audits and Reports:  as soon as practicable
     following receipt thereof, copies of all environmental audits and reports,
     whether prepared by personnel of Company or any of its Subsidiaries or by
     independent consultants, which relate to an Environmental Claim which
     could result in a Material Adverse Effect, or with respect to
     environmental matters at any Facility;

          (xviii)Board of Directors:  with reasonable promptness, written
     notice of any change in the Board of Directors of Company or any of its
     Subsidiaries; and

          (xix)Other Information:  with reasonable promptness, such other
     information and data with respect to Company or any of its Subsidiaries as
     from time to time may be reasonably requested by any Lender.

6.2  Corporate Existence, etc.

          Each Credit Party will, and will cause each of its Subsidiaries to,
at all times preserve and keep in full force and effect its corporate existence
and all rights and franchises material to its business; provided, however, that
(i) no Credit Party shall be required to preserve the corporate existence,
rights or franchises of any of its Subsidiaries which are not Credit Parties
where the preservation thereof is no longer desirable in the context of the
business of Company and its Subsidiaries taken as a whole and where such
modification or elimination would not have a Material Adverse Effect and (ii)
the Credit Parties identified in subsection 5.24 may be dissolved.

6.3  Payment of Taxes and Claims; Tax Consolidation.

     A.   Each Credit Party will, and will cause each of its Subsidiaries to,
pay all taxes, assessments and other governmental charges imposed upon it or
any of its properties or assets or in respect of any of its income, businesses
or franchises before any penalty accrues thereon, and all claims (including,
without limitation, claims for labor, services, materials and supplies) for
sums that have become due and payable and that by law have or may become a Lien
upon any of its properties or assets, prior to the time when any penalty or
fine shall be incurred with respect thereto; provided that no such charge or
claim need be paid if being contested in good faith by appropriate proceedings
promptly instituted and diligently conducted and if such reserve or other
appropriate provision, if any, as shall be required in conformity with GAAP
shall have been made therefor.

     B.   No Credit Party will, nor will it permit any of its Subsidiaries to,
file or consent to the filing of any consolidated income tax return with any
Person (other than Company or any of its Subsidiaries).

6.4  Maintenance of Properties; Insurance.

     A.   Each Credit Party will, and will cause each of its Subsidiaries to,
maintain or cause to be maintained in good repair, working order and condition,
ordinary wear and tear excepted, all material properties used or useful in the
business of such Credit Party and its Subsidiaries and from time to time will
make or cause to be made all appropriate repairs, renewals and replacements
thereof.  

     B.   Each Credit Party will maintain or cause to be maintained, with
financially sound and reputable insurers, insurance with respect to its
properties and businesses and the properties and businesses of its Subsidiaries
against loss or damage of the kinds customarily carried or maintained under
similar circumstances by corporations of established reputation engaged in
similar businesses.  Without limiting the generality of the foregoing, each of
the Credit Parties will maintain the following policies of insurance with
respect to their properties and businesses and the properties and businesses of
their Subsidiaries, in form and substance reasonably satisfactory to Collateral
Agent:

          (i)  with respect to any improvements on the Real Estate as to which
     construction has commenced but has not been completed and any personal
     property used or to be used in connection with such improvements,
     builder's "all risk" insurance ("completed value" form), including "course
     of construction" coverage;

          (ii) with respect to any improvements on the Real Estate as to which
     construction has been completed and any personal property used or to be
     used in connection with such improvements, property "all risk" insurance;

          (iii)commercial general liability insurance in favor of Company and
     its Subsidiaries (and naming Collateral Agent as an additional insured) in
     an aggregate amount not less than $11,000,000 (or such greater amount as
     may be specified by Collateral Agent from time to time) combined single
     limit; and

          (iv) such other insurance as may be required by applicable statutes,
     ordinances, orders, rules, regulations, decrees or the like (including
     worker's compensation and employer's liability insurance) or as Collateral
     Agent may reasonably require from time to time (including comprehensive
     form boiler and machinery insurance, if applicable).

          In addition, each Credit Party shall, and shall cause each of its
Subsidiaries to, cause each contractor and subcontractor engaged to perform
work in connection with the Real Estate to maintain a policy of commercial
general liability insurance and, upon request by Collateral Agent, shall cause
architects and engineers engaged to perform work in connection with the Real
Estate to maintain policies of professional liability insurance, in each case
for such periods and in such amounts as Collateral Agent may reasonably require
from time to time.

          Each policy of property insurance required by this subsection 6.4
shall be in an amount not less than the full replacement cost of the property
covered by such policy, shall contain a "full replacement cost" endorsement and
an agreed value clause, shall insure against flood loss risk if the Real Estate
(or any part thereof) is located in a Flood Hazard Area, and shall contain a
mortgage clause insuring Collateral Agent pursuant to Form BFU 438 or other
form approved by Collateral Agent.  Each policy of commercial general liability
insurance required by this subsection 6.4 shall cover personal injury, property
damage, owner/contractor protective, blanket contractual liability and (where
applicable) completed operations, with x, c and u exclusions deleted, shall
name Collateral Agent as an additional insured, and such insurance shall be
primary and non-contributing with any other insurance available to Collateral
Agent.  All insurance policies shall be in form and substance and issued by
insurers reasonably satisfactory to Collateral Agent, and shall contain such
deductibles and such endorsements as Collateral Agent may reasonably require. 
Upon request by Collateral Agent from time to time, Company shall deliver or
cause the delivery to Collateral Agent of originals or copies of all such
insurance policies and certificates evidencing such policies.  Each such policy
of insurance shall provide for at least 30 days prior written notice to Agent
and Collateral Agent of any modification or cancellation of such policy.  On or
before the end of the first fiscal quarter of each Fiscal Year, Company shall
submit to Agent (i) an Officer's Certificate setting forth in detail the type
and amount of insurance maintained pursuant to this subsection 6.4 and (ii) a
certificate from an independent insurance brokerage confirming that such
insurance satisfies the requirements of this subsection 6.4.

6.5  Inspection; Lender Meeting.

          Each Credit Party shall, and shall cause each of its Subsidiaries to,
permit any authorized representatives designated by any Lender to visit and
inspect any of the properties of such Credit Party or any of its Subsidiaries,
including its and their financial and accounting records, and to make copies
and take extracts therefrom, and to discuss its and their affairs, finances and
accounts with its and their officers and independent public accountants
(provided that such Credit Party may, if it so chooses, be present at or
participate in any such discussion), all upon reasonable notice and at such
reasonable times during normal business hours and as often as may be reasonably
requested.  Without in any way limiting the foregoing, each Credit Party will,
upon the request of Agent, Requisite Lenders, Requisite Tranche A Lenders, or
Requisite Tranche B Lenders, participate in a meeting of Agent and Lenders,
Agent and Tranche A Lenders or Agent and Tranche B Lenders, as requested, to be
held at Company's corporate offices (or such other location as may be agreed to
by such Credit Party and Agent) at such time as may be agreed to by such Credit
Party and Agent.

6.6  Compliance with Laws, etc.

          Each Credit Party shall, and shall cause each of its Subsidiaries to,
comply with the requirements of all applicable laws, rules, regulations and
orders of any governmental authority, noncompliance with which is reasonably
likely to cause a Material Adverse Effect and with the requirements of all
Governmental Authorizations affecting any Facility or Real Estate Project
noncompliance with which is reasonably likely to cause a Material Adverse
Effect.

6.7  Environmental Disclosure and Inspection.

     A.   Each Credit Party shall, and shall cause each of its Subsidiaries to,
exercise all due diligence in order to comply and cause (i) all tenants under
any leases or occupancy agreements affecting any portion of the Facilities and
(ii) all other Persons on or occupying such property, to comply with all
Environmental Laws.

     B.   Each Credit Party agrees that Agent may, from time to time and in its
sole and absolute discretion, retain, at Borrowers' expense, an independent
professional consultant to review any report relating to Hazardous Materials
prepared by or for Company or any of its Subsidiaries and to conduct its own
investigation of any Facility currently or proposed to be owned, leased,
operated or used by Company or any of its Subsidiaries, and each Credit Party
agrees to use its best efforts to obtain permission for Agent's professional
consultant to conduct its own investigation of any Facility previously owned,
leased, operated or used by Company or any of its Subsidiaries.  Each Credit
Party hereby grants to Agent and its agents, employees, consultants and
contractors the right to enter into or on to the Facilities currently owned,
leased, operated or used by Company or any of its Subsidiaries to perform such
tests on such property as are reasonably necessary to conduct such a review
and/or investigation.  Any such investigation of any Facility shall be
conducted, unless otherwise agreed to by Company and Agent, during normal
business hours and, to the extent reasonably practicable, shall be conducted so
as not to interfere with the ongoing operations at any such Facility or to
cause any damage or loss to any property at such Facility.  Each Credit Party
and Agent hereby acknowledge and agree that any report resulting from  any
investigation conducted at the request of Agent pursuant to this subsection
6.7B will be obtained and shall be used by Agent and Lenders for the purposes
of Lenders' internal credit decisions, to monitor and police the Loans and to
protect Lenders' security interests and Liens, created by the Loan Documents
and to maintain the security for the Loans free from liability for
Environmental Claims.  Agent agrees to deliver a copy of any such report to
Company with the understanding that each Borrower acknowledges and agrees that
(i) Borrowers will indemnify and hold harmless Agent and each Lender from any
costs, losses or liabilities relating to the use of or reliance on such report
by Company, (ii) neither Agent nor any Lender makes any representation or
warranty with respect to such report, and (iii) by delivering such report to
Company, neither Agent nor any Lender is requiring or recommending the
implementation of any suggestions or recommendations contained in such report.

     C.   Each Credit Party shall promptly advise Lenders in writing and in
reasonable detail of (i) any Release of any Hazardous Materials required to be
reported by it to any federal, state or local governmental or regulatory agency
under any applicable Environmental Laws, (ii) any and all written
communications with respect to any Environmental Claims that have a reasonable
possibility of giving rise to a Material Adverse Effect or with respect to any
Release of Hazardous Materials required to be reported to any federal, state or
local governmental or regulatory agency, (iii) any remedial action taken by
such Credit Party or any other Person in response to (x) any Hazardous
Materials on, under or about any Facility, the existence of which has a
reasonable possibility of resulting in an Environmental Claim having a Material
Adverse Effect, or (y) any Environmental Claim that could have a Material
Adverse Effect, (iv) such Credit Party's discovery of any occurrence or
condition on any real property adjoining or in the vicinity of any Facility
that could cause such Facility or any part thereof to be subject to any
restrictions on the ownership, occupancy, transferability or use thereof under
any Environmental Laws, and (v) any request for information from any
governmental agency that suggests such agency is investigating whether such
Credit Party or any of its Subsidiaries may be potentially responsible for a
Release of Hazardous Materials.

     D.   Each Credit Party shall promptly notify Lenders of (i) any proposed
acquisition of stock, assets, or property by such Credit Party or any of its
Subsidiaries that could reasonably be expected to expose such Credit Party or
any of its Subsidiaries to, or result in, Environmental Claims that could have
a Material Adverse Effect or that could reasonably be expected to have a
material adverse effect on any Governmental Authorization then held by such
Credit Party or any of its Subsidiaries and (ii) any proposed action to be
taken by such Credit Party or any of its Subsidiaries to commence
manufacturing, industrial or other operations that could reasonably be expected
to subject such Credit Party or any of its Subsidiaries to additional laws,
rules or regulations, including, without limitation, laws, rules and
regulations requiring additional environmental permits or licenses.

     E.   Each Credit Party shall, at its own expense, provide copies of such
documents or information as Agent may reasonably request in relation to any
matters disclosed pursuant to this subsection 6.7.

6.8  Credit Parties' Remedial Action Regarding Hazardous Materials.

          Each Credit Party shall promptly take, and shall cause each of its
Subsidiaries promptly to take, any and all necessary remedial action in
connection with the presence, storage, use, disposal, transportation or Release
of any Hazardous Materials on, under or about any Facility in order to comply
with all applicable Environmental Laws and Governmental Authorizations.  In the
event a Credit Party or any of its Subsidiaries undertakes any remedial action
with respect to any Hazardous Materials on, under or about any Facility, such
Credit Party or such Subsidiary shall conduct and complete such remedial action
in compliance with all applicable Environmental Laws, and in accordance with
the policies, orders and directives of all federal, state and local
governmental authorities except when, and only to the extent that, such Credit
Party's or such Subsidiary's liability for such presence, storage, use,
disposal, transportation or discharge of any Hazardous Materials is being
contested in good faith by such Credit Party or such Subsidiary.

6.9  Environmental Indemnity.

          Borrowers shall fully and promptly pay, perform, discharge, defend,
indemnify and hold harmless each Indemnitee from and against any action, suit,
proceeding, claim or loss suffered or incurred by that Indemnitee under or on
account of any Environmental Claims; provided that Borrowers shall have no
obligation to pay, perform, discharge, defend, indemnify or hold harmless any
Indemnitee hereunder to the extent that the claim or loss suffered or incurred
by such Indemnitee arose solely from the gross negligence or willful misconduct
of such Indemnitee, all as evidenced by a final judgment of a court of
competent jurisdiction.

6.10 Security for Obligations.

          Each Credit Party shall, and shall cause each of its Subsidiaries, to
comply with each of the agreements and undertakings set forth in Section 3
hereof applicable to it.

6.11 [omitted]

6.12 Dissolution of Certain Subsidiaries. 

          As soon as reasonably practicable, Company shall cause the corporate
or partnership dissolution and liquidation of each of the entities identified
in subsection 5.24, and shall deliver to Agent copies of certificates of
dissolution for each such entity filed with the secretary of state of the state
of incorporation or organization for each such entity.  Company shall cause
each such entity to have no assets on and after the Effective Date.  After the
dissolution thereof, each such entity shall cease to be a Guarantor or a Credit
Party.

6.13 Other Land and Sale Options

          Borrowers shall use their best efforts to complete the Land and Land
Option sales identified in "strategy one" as set forth in that certain business
analysis and corporate restructuring strategy - Phase 1 Report, dated January,
1997, in the form delivered to the Lenders before the date hereof.

6.14 Post-Closing Matters.

       A.  Perfection of Security Interests.  Not more than 30 days after the 
Effective Date Each Credit Party shall have taken or caused to be taken (and 
Collateral Agent shall have received satisfactory evidence thereof) such
actions in such a manner so that, as of such date, Collateral Agent has, on
behalf of the Lenders, valid and perfected first priority Liens in the entire
Collateral (except to the extent any such security interest cannot be granted
under applicable laws), subject only to valid, perfected and enforceable
Permitted Encumbrances.  Such actions shall include, without limitation, the 
following:

          (i)  The receipt by the Collateral Agent of (a) evidence 
         satisfactory  to it that amendments ("Mortgage Amendments")
         to each Existing Mortgage have been executed and acknowledged and
         will be recorded in all jurisdictions as may be necessary or,
         in the opinion of Collateral Agent, desirable to effectively
         create or maintain in effect valid and perfected Liens created
         by the Existing Mortgages securing the Obligations, as such
         Obligations have been amended or modified by this Amended Loan
         Agreement; and (b) favorable written opinions of counsel in
         the states of New Jersey, Florida, and Pennsylvania (who shall
         be reasonably satisfactory to Collateral Agent) regarding the 
         execution, delivery, enforceability and effect of the Mortgage
         Amendments, and as to such other matters as Collateral Agent
         may reasonably request, in form and substance satisfactory to
         Collateral Agent; and (c) title reports obtained by Company in
         respect of each Mortgaged Property.

             (ii) The receipt by the Collateral Agent of evidence that 
         fully executed and acknowledged Mortgages covering the real property
         (including fixtures) designated on Schedule 5.22 annexed hereto have
         been recorded in all places to the extent necessary or desirable, in
         the judgment of Collateral Agent, so as to effectively create a valid
         and enforceable first priority perfected Lien on the Mortgaged
         Properties in favor of Collateral Agent (or in favor of a mortgagee
         acting on behalf of Collateral Agent or a trustee for the benefit
         of the Collateral Agent as may be required or desired under local
         law) for the benefit of Lenders subject only to any valid,
         perfected and enforceable Permitted Encumbrances.

             (iii) The receipt by the Collateral Agent of evidence
         satisfactory to it that all other filings, recordings and other
         actions Collateral Agent deems necessary or advisable to establish,
         preserve and perfect the first priority Liens subject only to valid,
         perfected and enforceable Permitted Encumbrances granted to 
         Collateral Agent in the Collateral (including, without limitation,
         Collateral subject to the Lien of any Collateral Document executed 
         and delivered pursuant to the Existing Loan Agreement) shall have
         been made.

         B.  Payment of Fees and Expenses.  Not more than 30 days after the
Effective Date, Borrowers shall have paid all of the actual costs and 
expenses, including reasonable attorneys' fees (including outside counsel's
fees, printing, reproduction, document delivery and communication costs, and
all allocated costs of Lenders' in-house counsel), incurred by Lenders in 
connection with the actions required by subsection 6.14A.

         C.  Other Post Closing Matters.  Not later than the 30th day after
the Effective Date, Borrowers shall have complied with each of the covenants
set forth on Schedule 6.14 hereto.


Section 7.     CREDIT PARTIES' NEGATIVE COVENANTS

          Each Credit Party hereby covenants and agrees that, so long as any of
the Commitments hereunder shall remain in effect and until payment in full of
all of the Loans and other Obligations and the repayment in full of all amounts
due under, or the cancellation or expiration of all Letters of Credit and all
other amounts owing hereunder, such Credit Party shall perform, and shall cause
each of its Subsidiaries to perform, all covenants in this Section 7 applicable
to it.

7.1  Indebtedness.

          Each Credit Party shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, create, incur, assume or guaranty, or
otherwise become or remain directly or indirectly liable with respect to, any
Indebtedness, except:

          (i)  Borrowers may become and remain liable with respect to the
     Obligations;

          (ii) the Credit Parties may become and remain liable with respect to
     Contingent Obligations permitted by subsection 7.4 and, upon any matured
     obligations actually arising pursuant thereto, the Indebtedness corre-
     sponding to the Contingent Obligations so extinguished;

          (iii)the Credit Parties may become and remain liable with respect to
     Indebtedness in respect of Capital Leases; provided that such Capital
     Leases are permitted under the terms of subsection 7.9; 

          (iv) any Guarantor may become and remain liable with respect to
     Indebtedness to either Borrower to the extent permitted by subsection 7.3;
     provided that (a) all such intercompany Indebtedness shall be evidenced by
     Intercompany Notes, which shall be pledged to the Collateral Agent to
     secure the obligations pursuant to the Security Documents, (b) the
     obligations of each obligor for all such intercompany Indebtedness shall
     be subordinated in right of payment to the payment in full of the
     Obligations pursuant to the terms of the applicable promissory notes or an
     intercompany subordination agreement, and (c) any payment by any Guarantor
     under any guaranty of the Obligations shall result in a pro tanto
     reduction of the amount of any intercompany Indebtedness owed by such
     Guarantor to either Borrower; 

          (v)  the Credit Parties may remain liable with respect to
     Indebtedness described in Schedule 7.1 annexed hereto; 

          (vi) the Credit Parties may become and remain liable with respect to
     Purchase Money Mortgage Obligations; provided that (A) in each case such
     Purchase Money Mortgage Obligation has been expressly approved in writing
     by all Lenders and (B) the aggregate amount of such Purchase Money
     Mortgage Obligations does not at any time exceed $5,000,000; and

          (vii)the Credit Parties may become and remain liable with respect to
     other Indebtedness, not described in clauses (i) through (vi) above, in an
     aggregate principal amount not to exceed $250,000 at any time.

7.2  Liens and Related Matters.

     A.   Prohibition on Liens.  Each Credit Party shall not, and shall not
permit any of its Subsidiaries to, directly or indirectly, create, incur,
assume or permit to exist any Lien on or with respect to any property or asset
of any kind (including any document or instrument in respect of goods or
accounts receivable) of Company or any of its Subsidiaries, whether now owned
or hereafter acquired, or any income or profits therefrom, or record or permit
the recording of any mortgage or file or permit the filing of any financing
statement or other similar notice of any Lien with respect to any such
property, asset, income or profits under the recording laws or the Uniform
Commercial Code of any State or under any similar recording or notice statute,
except:

          (i)  Permitted Encumbrances;

          (ii) Purchase Money Mortgage Liens securing  Purchase Money Mortgage
     Obligations; provided that the Purchase Money Mortgage Obligations to
     which such Liens relate are permitted by the terms of Section 7.1 and the
     purchase of the asset subject to such Lien is permitted under the terms of
     subsection 7.7;

          (iii)Liens described in Schedule 5.8 annexed hereto;

          (iv) Liens securing purchase money obligations to vendors of
     appliances incurred in the ordinary course of business, provided that the
     amount of obligations secured by such Liens shall not exceed $250,000 in
     the aggregate at any time and such Liens shall cover only appliances sold
     by such vendors; 

          (v)  Liens on cash deposited with bonding companies securing
     Contingent Obligations with respect to performance and surety bonds
     permitted by subsection 7.4(vii), provided, that the aggregate amount of
     cash deposited with bonding companies subject to such Liens shall not at
     any time exceed $4,000,000; and

          (vi) Liens granted in favor of Collateral Agent for the benefit of
     Lenders pursuant to the Security Documents.

     B.   No Further Negative Pledges.  Except with respect to specific
property encumbered to secure payment of particular Indebtedness or to be sold
pursuant to an executed agreement with respect to an Asset Sale, each Credit
Party shall not, and shall not permit any of its Subsidiaries to, enter into
any agreement prohibiting the creation or assumption of any Lien upon any of
its properties or assets, whether now owned or hereafter acquired. 

     C.   No Restrictions on Subsidiary Distributions to Company or Other
Subsidiaries.  Except as provided herein, each Credit Party shall not, and
shall not permit any of its Subsidiaries to, create or otherwise cause or
suffer to exist or become effective any consensual encumbrance or restriction
of any kind on the ability of any Subsidiary of Company to (i) pay dividends or
make any other distributions on any of such Subsidiary's capital stock owned by
Company or any other Subsidiary of Company, (ii) repay or prepay any
Indebtedness owed by such Subsidiary to Company or any other Subsidiary of
Company, (iii) make loans or advances to Company or any other Subsidiary of
Company, or (iv) transfer any of its property or assets to Company or any other
Subsidiary of Company.

7.3  Investments; Joint Ventures.

          Each Credit Party shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, make or own any Investment in any
Person, including any Joint Venture, except:

          (i)  the Credit Parties may make and own Investments in Cash
     Equivalents in an aggregate amount not to exceed $6,500,000 at any time;

          (ii) the Borrowers may make Intercompany Loans to Guarantors to the
     extent permitted under subsection 7.1(iv), provided that (x) the aggregate
     amount of Intercompany Loans made to Restricted Credit Parties shall not
     at any time exceed $500,000, unless consented to in writing by the Lenders
     and (y) no Intercompany Loans may be made to any Restricted Talpro Entity
     until such entity shall have entered into Security Documents and/or
     amendments to Security Documents in form and substance reasonably
     satisfactory to Agent and Requisite Lenders, creating a validly perfected
     and enforceable security interest in all assets of such Restricted Talpro
     Entity subject only to Permitted Encumbrances and other Liens permitted by
     the terms of this Amended Loan Agreement;

          (iii)the Credit Parties may make or incur Consolidated Capital
     Expenditures, Consolidated Land Acquisition Costs and Consolidated Land
     Development Costs permitted by subsection 7.8, provided that this clause
     (iii) shall not permit an Investment by a Credit Party in any Person that
     is not otherwise permitted by the terms of this Section 7.3;

          (iv) the Credit Parties may continue to own the Investments owned by
     them and described in Schedule 7.3(iv) annexed hereto;

          (v)  [intentionally omitted]; 

          (vi) the Credit Parties may make and own other Investments in any of
     their wholly-owned Subsidiaries in an aggregate amount not at any time to
     exceed $50,000, provided that prior to making any such Investment the
     Subsidiary receiving such Investment shall have been added as a Guarantor
     hereunder and shall have granted to the Collateral Agent (for the benefit
     of the Lenders) a valid and enforceable first priority Lien in all of its
     assets, real, personal and mixed, in accordance with the terms of
     subsection 3.2E.

7.4  Contingent Obligations.

          Each Credit Party shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, create or become or remain liable with
respect to any Contingent Obligation, except:

          (i)  the Credit Parties may become and remain liable with respect to
     Contingent Obligations pursuant to the Loan Documents;

          (ii) the Credit Parties may become and remain liable with respect to
     Contingent Obligations resulting from the endorsement of negotiable
     instruments for collection in the ordinary course of business;

          (iii)[omitted]

          (iv) the Credit Parties may become and remain liable with respect to
     Contingent Obligations in respect of customary indemnification and
     purchase price adjustment obligations incurred in connection with Asset
     Sales or other sales of assets;

          (v)  the Credit Parties may become and remain liable with respect to
     Contingent Obligations under guarantees in the ordinary course of business
     of the obligations of suppliers, customers, franchisees and licensees of
     Company and its Subsidiaries in an aggregate amount not to exceed at any
     time $500,000;

          (vi) the Credit Parties may become and remain liable with respect to
     Contingent Obligations in respect of any Indebtedness permitted by
     subsection 7.1 (other than subsection 7.1(ii)); 

          (vii)the Credit Parties may become liable with respect to Contingent
     Obligations in respect of performance and surety bonds incurred in the
     ordinary course of business and customary indemnification obligations to
     bonding companies incurred in connection with the issuance of such bonds;
     provided that the aggregate amount of such Contingent Obligations does
     not, at any time before November 30, 1997 exceed $30,000,000 and does not
     at any time on or after that date exceed $20,000,000; and 

          (viii)Company and its Subsidiaries, as applicable, may remain liable
     with respect to Contingent Obligations described in Schedule 7.4 annexed
     hereto.

7.5  Restricted Junior Payments.

          Each Credit Party shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart
any sum for any Restricted Junior Payment.

7.6  Financial Covenants.

     A.   Minimum Consolidated Adjusted EBITDA.  The Credit Parties shall not
permit Consolidated Adjusted EBITDA for the four quarter periods ending on the
dates set forth below to be less than the correlative amount indicated:

                              Minimum Consolidated
     Date                        Adjusted EBITDA    

     February 28, 1997             $ 7,000,000
     May 31, 1997                  $ 6,500,000
     August 31, 1997               $ 7,500,000
     November 30, 1997             $ 7,250,000
     February 28, 1998             $ 8,500,000
     May 31, 1998                  $ 9,500,000
     August 31, 1998               $ 9,500,000


     B.   Minimum Consolidated Adjusted Tangible Net Worth.  The Credit Parties
shall not permit Consolidated Adjusted Tangible Net Worth as of each of the
dates set forth below to be less than the correlative amount indicated:

                              Minimum Consolidated
     Date                     Adjusted Tangible Net Worth

     February 28, 1997             $24,800,000
     May 31, 1997                  $22,500,000
     August 31, 1997               $25,000,000
     November 30, 1997             $27,000,000
     February 28, 1998             $28,000,000
     May 31, 1998                  $28,000,000
     August 31, 1998               $29,000,000

     C.   Minimum Consolidated Interest Expense Coverage Ratio.  The Credit
Parties shall not permit the ratio of (i) Consolidated Adjusted EBITDA to (ii)
Consolidated Cash Interest Expense for the four fiscal quarter periods ending
on the dates set forth below to be less than the correlative amount indicated:

     Date                Minimum Interest Coverage

     February 28, 1997             1.35:1.0
     May 31, 1997                  1.20:1.0
     August 31, 1997               1.35:1.0
     November 30, 1997             1.11:1.0
     February 28, 1998             1.40:1.0
     May 31, 1998                  1.87:1.0
     August 31, 1998               2.45:1.0


7.7      Restriction on Fundamental Changes; Asset Sales.

             Each Credit Party shall not, and shall not permit any of its
Subsidiaries to, alter the corporate, capital or legal structure of Company or
any of its Subsidiaries, or enter into any transaction of merger or
consolidation, or liquidate, wind-up or dissolve itself (or suffer any liqui-
dation or dissolution), or convey, sell, lease, sub-lease, transfer or
otherwise dispose of, in one transaction or a series of transactions, all or
any part of its business, property or fixed assets, whether now owned or
hereafter acquired, or acquire (other than in the ordinary course of business)
by purchase or otherwise all or any portion of the business, property or fixed
assets of, or stock or other evidence of beneficial ownership of, any Person,
except:

             (i)  any Guarantor may be merged or consolidated with or into
         Company or any other Guarantor (which is not a Restricted Credit
         Party), or be liquidated, wound up or dissolved, or all or any
         substantial part of its business, property or assets may be conveyed,
         sold, leased, transferred or otherwise disposed of, in one transaction
         or a series of transactions, to Company or any other Guarantor (which
         is not a Restricted Credit Party); provided that, in the case of such
         a merger or consolidation, Company or such other Guarantor (which is
         not a Restricted Credit Party) shall be the continuing or surviving
         corporation; 

             (ii) the Credit Parties may make or incur Consolidated Capital
         Expenditures, Consolidated Land Acquisition Costs, and Consolidated
         Land Development Costs permitted under subsection 7.8; 

             (iii)subject to subsection 7.12, the Credit Parties may sell or
         otherwise dispose of assets in the ordinary course of business in
         transactions which do not constitute Asset Sales; provided, in each
         case, that the consideration received for such assets shall be in an
         amount at least equal to the fair market value thereof;

             (iv) the Credit Parties may make Asset Sales of assets; provided
         that the lesser of Book Value and fair market value of each such Asset
         Sale (or group of assets sold over time that constitute a unified
         transaction) does not exceed $500,000; and provided further that
         (x) the consideration received for such assets shall be in an amount
         at least equal to the fair market value thereof; (y) the sole
         consideration received shall be cash; and (z) the proceeds of such
         Asset Sales shall be applied as required by subsection 2.4C(ii);

             (v)  the Credit Parties may make Asset Sales of assets of the
         Florida Division; provided that (x) the consideration received for
         such assets shall be in an amount at least equal to the greater of (1)
         the fair market value thereof and (2) 80% of the Eligible Inventory
         Cost of such assets, as reflected on the most recent Borrowing Base
         Certificate; (y) the sole consideration received shall be cash; and
         (z) the proceeds of such Asset Sales shall be applied as required by
         subsection 2.4C(v); and

             (vi) any wholly-owned Subsidiary of any Credit Party which is not
         a Credit Party may enter into a transaction of merger or consolidation
         with, or transfer all or any part of its assets to, a Credit Party or
         another wholly-owned Subsidiary of a Credit Party; provided that, in
         the case of a merger with a Credit Party, the Credit Party shall be
         the surviving corporation and after giving effect to such merger no
         Event of Default or Potential Event of Default would exist hereunder.

7.8      Certain Expenditure Limits.

         A.  The Credit Parties shall not, and shall not permit any of their
Subsidiaries to, make or incur Consolidated Capital Expenditures, in any fiscal
quarter of the Company, in an amount in excess of $400,000 for period from
December 1, 1996 to November 30, 1997 or in excess of $100,000 for each fiscal
quarter ending after November 30, 1997.

         B.  The Credit Parties shall not, and shall not permit any of their
Subsidiaries to make or incur any Land Acquisition Costs or Land Development
Costs with respect to any Real Estate Project unless the Credit Party which
owns such Real Estate shall have complied with the terms of Section 3.2(D);

         C.  The Credit Parties shall not, and shall not permit any of their
Subsidiaries to make or incur Consolidated Land Acquisition Costs, in any
period set forth below, in an aggregate amount in excess of the corresponding
amount (the "Maximum Consolidated Land Acquisition Costs") set forth below for
such period.

                                      Maximum Consolidated 
             Period                   Land Acquisition Costs

         December 1, 1996 to 
             November 30, 1997             $22,000,000
         December 1, 1997 to 
             February 28, 1998               3,500,000
         March 1, 1998 to May 31, 1998         500,000
         June 1, 1998 to August 31, 1998     2,700,000

         D.  The Credit Parties shall not, and shall not permit any of their
Subsidiaries to, make or incur Consolidated Land Development Costs, in any
period set forth below, in an aggregate amount in excess of the corresponding
amount (the "Maximum Consolidated Land Development Costs") set forth below for
such period:

                                      Maximum Consolidated 
             Period                   Land Development Costs

         December 1, 1996 to 
             November 30, 1997             $17,000,000
         December 1, 1997 to 
             February 28, 1998               2,700,000
         March 1, 1998 to May 31, 1998       2,200,000
         June 1, 1998 to August 31, 1998     1,800,000

         E.  The Credit Parties shall not, and shall not permit any of their
Subsidiaries to make or incur any expenditures in an aggregate amount in excess
of $2,000,000 with respect to any Real Estate Project if all Government
Authorizations required for development of such Real Estate Project have not
been obtained.

         F.  The Credit Parties shall not, and shall not permit any of their
Subsidiaries to make or incur Land Acquisition Costs or any other expenditures
for the acquisition of land (including amounts funded through Purchase Money
Mortgage Obligations) in an aggregate amount in excess of $4,000,000 with
respect to any Real Estate Project other than the Renaissance Real Estate
Project. 

         G.  The Credit Parties shall not, and shall not permit any of their
Subsidiaries to make or incur Land Acquisition Costs or any other expenditures
for the acquisition of land (including amounts funded through Purchase Money
Mortgage Obligations) with respect to the Renaissance Real Estate Project in an
aggregate amount in excess of $7,000,000 for period from December 1, 1996 to
November 30, 1997 or in excess of $6,000,000 for the period from December 1,
1997 to August 31, 1998.

7.9      Restriction on Leases.

             Each Credit Party shall not, and shall not permit any of its
Subsidiaries to, become liable in any way, whether directly or by assignment or
as a guarantor or other surety, for the obligations of the lessee under any
lease, whether an Operating Lease or a Capital Lease (other than intercompany
leases between Credit Parties which are not Restricted Credit Parties) unless,
immediately after giving effect to the incurrence of liability with respect to
such lease, the Consolidated Rental Payments at the time in effect during the
then current Fiscal Year or any future period of 12 consecutive calendar months
shall not exceed $2,000,000.

7.10     Sales and Lease-Backs.

             Each Credit Party shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, become or remain liable as lessee or
as guarantor or other surety with respect to any lease, whether an Operating
Lease or a Capital Lease, of any property (whether real, personal or mixed),
whether now owned or hereafter acquired, (i) which Company or any of its
Subsidiaries has sold or transferred or is to sell or transfer to any other
Person (other than a Credit Party which is not a Restricted Credit Party) or
(ii) which Company or any of its Subsidiaries intends to use for substantially
the same purpose as any other property which has been or is to be sold or
transferred by Company or any of its Subsidiaries to any Person (other than a
Credit Party which is not a Restricted Credit Party) in connection with such
lease, except for the sale and lease-back of model homes in the ordinary course
of business to the extent permitted by subsection 7.9.

7.11     Transactions with Shareholders and Affiliates.

             Each Credit Party shall not, and shall not permit any of its Sub-
sidiaries to, directly or indirectly, enter into or permit to exist any
transaction (including, without limitation, the purchase, sale, lease or
exchange of any property or the rendering of any service) with any holder of 5%
or more of any class of equity Securities of Company or with any Affiliate of
Company or of any such holder, on terms that are less favorable to Company or
that Subsidiary, as the case may be, than those that might be obtained at the
time from Persons who are not such a holder or Affiliate; provided that the
foregoing restriction shall not apply to (i) any transaction between any Credit
Parties (other than between Credit Parties and Restricted Credit Parties) or 
(ii) reasonable and customary fees paid to members of the Boards of Directors
of Company and its Subsidiaries.

7.12     Disposal of Subsidiary Stock.

             Except as required by the Loan Documents, no Credit Party shall:

             (i)  directly or indirectly sell, assign, pledge or otherwise
         encumber or dispose of any shares of capital stock or other equity
         Securities of any of its Subsidiaries, except to qualify directors if
         required by applicable law; or

             (ii) permit any of its Subsidiaries directly or indirectly to
         sell, assign, pledge or otherwise encumber or dispose of any shares of
         capital stock or other equity Securities of any of its Subsidiaries
         (including such Subsidiary), except to a Credit Party (other than a
         Restricted Credit Party), or to qualify directors, if required by
         applicable law.

7.13     Conduct of Business.

             Except as set forth on Schedule 7.13, from and after the Effective
Date, each Credit Party shall not, and shall not permit any of its Subsidiaries
to, (a) engage in any business other than (i) the businesses engaged in by the
Credit Parties and their Subsidiaries on the Effective Date and similar or
related businesses, and (ii) such other lines of business as may be consented
to by Requisite Lenders or (b) engage in any business in any jurisdiction other
than (i) New Jersey, (ii) Pennsylvania, (iii) California, (iv) Florida, (v)
Illinois and (vi) such other jurisdictions as may be consented to by Requisite
Lenders.

7.14     [intentionally omitted].


7.15     Fiscal Year.

             The Credit Parties shall not change their Fiscal Year-end from
November 30.

7.16     Restrictions On Purchase of Environmentally Contaminated Property.

             Each Credit Party shall not, and shall not permit any of its
Subsidiaries to, purchase, lease or otherwise acquire any Facility with respect
to which an environmental audit or other report (as referred to in subsection
3.2D(i)(b)(iv)) by an independent consultant satisfactory to Agent regarding
investigation of such Facility for Hazardous Materials and compliance with
Environmental Laws shows the presence of Hazardous Materials in such quantities
or concentrations as may materially reduce the value of such property or
materially impair the ability of such Credit Party or its Subsidiary to
develop, operate or dispose of such property free from any Environmental Claim
or may otherwise subject such Credit Party or its Subsidiary to an
Environmental Claim.


Section 8.   EVENTS OF DEFAULT

             If any of the following conditions or events ("Events of Default")
shall occur:

8.1      Failure to Make Payments When Due.

             Failure to pay any installment of principal of or interest on any
Loan when due, whether at stated maturity, by acceleration, by notice of
prepayment or otherwise; failure to pay any amount payable in reimbursement of
an Issuing Lender in respect of a Letter of Credit when due or failure to pay
any fee or any other amount due under this Amended Loan Agreement or any other
Loan Document within five days after the date due; or

8.2      Default in Other Agreements.

             (i)  Failure of any Credit Party or any of its respective
Subsidiaries to pay when due (a) any principal of or interest on any
Indebtedness (other than Indebtedness referred to in subsection 8.1) in an
individual principal amount of $500,000 or more or any items of Indebtedness
with an aggregate principal amount of $500,000 or more or (b) any Contingent
Obligation in an individual principal amount of $500,000 or more or any
Contingent Obligations with an aggregate principal amount of $500,000 or more,
in each case beyond the end of any grace period provided therefor; or
(ii) breach or default by any Credit Party or any of its respective
Subsidiaries with respect to any other material term of (a) any evidence of any
Indebtedness in an individual principal amount of $500,000 or more or any items
of Indebtedness with an aggregate principal amount of $500,000 or more or any
Contingent Obligation in an individual principal amount of $500,000 or more or
any Contingent Obligations with an aggregate principal amount of $500,000 or
more or (b) any loan agreement, mortgage, indenture or other agreement relating
to such Indebtedness or Contingent Obligation(s), if the effect of such breach
or default is to cause, or to permit the holder or holders of that Indebtedness
or Contingent Obligation(s) (or a trustee on behalf of such holder or holders)
to cause, that Indebtedness or Contingent Obligation(s) to become or be
declared due and payable prior to its stated maturity or the stated maturity of
any underlying obligation, as the case may be (upon the giving or receiving of
notice, lapse of time, both, or otherwise); or

8.3      Breach of Certain Covenants.

             Failure of any Credit Party to perform or comply with any term or
condition contained in subsection 2.4, 2.5, 6.2, 6.4, 6.9 or Section 7 of this
Amended Loan Agreement; or

8.4      Breach of Warranty.

             Any material representation, warranty, certification or other
statement made by any Credit Party or any of its respective Subsidiaries in any
Loan Document or in any statement or certificate at any time given by any
Credit Party or any of its respective Subsidiaries in writing pursuant hereto
or thereto or in connection herewith or therewith shall be false in any
material respect on the date as of which made; or

8.5      Other Defaults Under Loan Documents.

             Any Credit Party shall default in the performance of or compliance
with any material term contained in this Amended Loan Agreement or any of the
other Loan Documents, other than any such term referred to in any other
subsection of this Section 8, and such default shall not have been remedied or
waived within 10 days after the earlier of (i) an officer of the applicable
Credit Party becoming aware of such default or (ii) receipt by the applicable
Credit Party of notice from Agent or any Lender of such default; provided that
any such default which is not capable of being cured by a Credit Party within
10 days shall not constitute an Event of Default under this subsection 8.5 if,
within 10 days of the earlier of the events described in clauses (i) and (ii)
above, the applicable Credit Party shall have commenced appropriate efforts to
cure such default and thereafter diligently pursued such efforts and such
Default shall have been remedied or waived within 30 days of the earlier of the
events described in clauses (i) and (ii) above; or 

8.6      Involuntary Bankruptcy; Appointment of Receiver, etc.

             (i)  A court having jurisdiction in the premises shall enter a
decree or order for relief in respect of any Credit Party or any of their
respective Subsidiaries in an involuntary case under the Bankruptcy Code or
under any other applicable bankruptcy, insolvency or similar law now or
hereafter in effect, which decree or order is not stayed; or any other similar
relief shall be granted under any applicable federal or state law; or (ii) an
involuntary case shall be commenced against any Credit Party or any of their
respective Subsidiaries under the Bankruptcy Code or under any other applicable
bankruptcy, insolvency or similar law now or hereafter in effect; or a decree
or order of a court having jurisdiction in the premises for the appointment of
a receiver, liquidator, sequestrator, trustee, custodian or other officer
having similar powers over any Credit Party or any of their respective
Subsidiaries, or over all or a substantial part of its property, shall have
been entered; or there shall have occurred the involuntary appointment of an
interim receiver, trustee or other custodian of any Credit Party or any of
their respective Subsidiaries for all or a substantial part of its property; or
a warrant of attachment, execution or similar process shall have been issued
against any substantial part of the property of any Credit Party or any of
their respective Subsidiaries, and any such event described in this clause (ii)
shall continue for 60 days unless dismissed, bonded or discharged; provided,
however, that any such actions described in this subsection 8.6 relating solely
to any Subsidiaries of Company which are not Credit Parties shall not
constitute an Event of Default under this subsection 8.6 unless such actions
(either individually or in the aggregate) would have a Material Adverse Effect;
or

8.7      Voluntary Bankruptcy; Appointment of Receiver, etc.

             (i)  Any Credit Party or any of their respective Subsidiaries
shall have an order for relief entered with respect to it or commence a
voluntary case under the Bankruptcy Code or under any other applicable
bankruptcy, insolvency or similar law now or hereafter in effect, or shall
consent to the entry of an order for relief in an involuntary case, or to the
conversion of an involuntary case to a voluntary case, under any such law, or
shall consent to the appointment of or taking possession by a receiver, trustee
or other custodian for all or a substantial part of its property; or any Credit
Party or any of their respective Subsidiaries shall make any assignment for the
benefit of creditors; or (ii) any Credit Party or any of their respective Sub-
sidiaries shall be unable or shall fail, or shall admit in writing its
inability, to pay its debts as such debts become due; or the Board of Directors
of any Credit Party or any of their respective Subsidiaries (or any committee
thereof) shall adopt any resolution or otherwise authorize any action to
approve any of the actions referred to in clause (i) above or this clause (ii);
provided, however, that any such actions described in this subsection 8.7
relating solely to any Subsidiaries of Company which are not Credit Parties
shall not constitute an Event of Default under this subsection 8.7 unless such
actions (either individually or in the aggregate) would have a Material Adverse
Effect;  or

8.8      Judgments and Attachments.

             Any money judgment, writ or warrant of attachment or similar
process involving in an individual case or in the aggregate at any time an
amount in excess of $500,000 (not adequately covered by insurance as to which a
solvent and unaffiliated insurance company has acknowledged coverage) shall be
entered or filed against any Credit Party or any of their respective Subsid-
iaries or any of their respective assets and shall remain undischarged,
unvacated, unbonded or unstayed for a period of 60 days (or in any event later
than five days prior to the date of any proposed sale thereunder); provided,
however, that any such money judgment, writ or warrant of attachment or similar
process relating to the matters described on Schedule 5.9 hereto under item K
and not involving liability against any Credit Party other than Calton Capital,
Inc. (and for which adequate reserves have been established) shall not
constitute an Event of Default under this subsection 8.8; or

8.9      Dissolution.

             Any order, judgment or decree shall be entered against any Credit
Party or any of their respective Subsidiaries decreeing the dissolution or
split up of such Credit Party or that Subsidiary and such order shall remain
undischarged or unstayed for a period in excess of 30 days; provided, however,
that any such order, judgment or decree entered against any Subsidiary of
Company which is not a Credit Party shall not constitute an Event of Default
under this subsection 8.9 unless such decree, order or judgment individually or
together with any other such decrees, orders or judgments against Subsidiaries
of Company would have a Material Adverse Effect; or

8.10     Employee Benefit Plans.

             There shall occur one or more ERISA Events which individually or
in the aggregate results in or might reasonably be expected to result in
liability of any Credit Party or any of their respective ERISA Affiliates in
excess of $250,000 during the term of this Amended Loan Agreement; or there
shall exist an amount of unfunded benefit liabilities (as defined in Section
4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans
(excluding for purposes of such computation any Pension Plans with respect to
which assets exceed benefit liabilities), which exceeds $250,000; or

8.11     Material Adverse Effect.

             Any event or change shall occur that has caused or evidences,
either in any case or in the aggregate, a Material Adverse Effect; or

8.12     Change in Control. 

             Any Change of Control shall occur; or

8.13     Invalidity of Guaranty Agreement.

             The Guaranty Agreement for any reason, other than the satisfaction
in full of all Obligations, ceases to be in full force and effect (other than
in accordance with its terms) or is declared to be null and void, or any Credit
Party denies that it has any further liability, including without limitation
with respect to future advances by Lenders, under any Loan Document to which it
is a party, or gives notice to such effect; or

8.14     Failure of Security.

             Any Security Document shall, at any time, cease to be in full
force and effect (other than by reason of a release of collateral in accordance
with the terms hereof and thereof) or shall be declared null and void, or the
validity or enforceability thereof shall be contested by any Credit Party, or
the Collateral Agent shall not have or cease to have a valid and perfected
first priority Lien on the Collateral (subject only to validly perfected and
enforceable Permitted Encumbrances of record immediately prior to the Effective
Date or otherwise permitted under the terms of this Amended Loan Agreement); 

THEN (i) upon the occurrence of any Event of Default described in the foregoing
subsection 8.6 or 8.7, each of (a) the unpaid principal amount of and accrued
interest on the Loans (b) an amount equal to the maximum amount that may at any
time be drawn under all Letters of Credit then outstanding (whether or not any
beneficiary under any Letter of Credit shall have been presented or be entitled
to present, the drafts and other documents required to draw under the Letter of
Credit), and (c) all other Obligations shall automatically become immediately
due and payable, without presentment, demand, protest or other requirements of
any kind, all of which are hereby expressly waived by each Borrower, and the
obligation of each Lender to make any Loan or to issue any Letter of Credit
shall thereupon terminate, provided that the foregoing shall not affect in any
way the obligations of Tranche A Lenders and Tranche B Lenders under subsection
2.8D, and (ii) upon the occurrence and during the continuation of any other
Event of Default, Agent shall (a) upon the written request of Requisite Tranche
A Lenders, by written notice to Company, declare all or any portion of the
Tranche A Loans and the amounts described in clauses (i)(b) and (i)(c) above
(other than the Tranche B Loans unless Tranche B Lenders have accelerated
Tranche B Loans) to be, and the same shall forthwith become, immediately due
and payable, and the obligation of each Tranche A Lender to make any Tranche A
Loan and the obligation of the Issuing Lender to issue any Letter of Credit
shall thereupon terminate provided, that the foregoing shall not affect in any
way the obligations of Tranche A Lenders and Tranche B Lenders under subsection
2.8D and (b) upon written request of Requisite Tranche B Lenders, by written
notice to Company, declare all or any portion of the Tranche B Loans and the
amounts described in clauses (i)(b) and (i)(c) above (other than the Tranche A
Loans unless Tranche A Lenders have accelerated Tranche A Loans) to be, and the
same shall forthwith become, immediately due and payable, and the obligation of
each Tranche B Lender to make any Tranche B Loan and the obligation of the
Issuing Lender to issue any Letter of Credit shall thereupon terminate,
provided that the foregoing shall not affect in any way the obligations of
Tranche A Lenders and Tranche B Lenders under subsections 2.8D.  So long as any
Letter of Credit shall remain outstanding, any amounts described in clause
(i)(b) above with respect to Letters of Credit, when received by the Issuing
Lender, shall be held by the Issuing Lender, pursuant to such documentation as
the Issuing Lender shall request, as cash collateral for the obligation of
Borrowers to reimburse the Issuing Lender in the event of any drawing under
such Letters of Credit, and so much of such funds shall at all times remain on
deposit as cash collateral as aforesaid as shall equal the maximum amount
available at any time for drawing under all Letters of Credit (the "Maximum
Available Amount"); provided further that in the event of cancellation or
expiration of any Letter of Credit or any reduction in the Maximum Available
Amount, the Issuing Lender shall apply the difference between the Maximum
Available Amount immediately prior to such cancellation, expiration or
reduction and the Maximum Available Amount immediately after such cancellation,
expiration or reduction first to the payment of any outstanding Obligations,
and then to the payment to whomsoever shall be lawfully entitled to receive
such funds.


Section 9.   AGENT

9.1      Appointment.

             Chase is hereby appointed Agent hereunder and under the other Loan
Documents and each Tranche A Lender and Tranche B Lender hereby authorizes
Agent to act as its agent in accordance with the terms of this Amended Loan
Agreement and the other Loan Documents.  Agent agrees to act upon the express
conditions contained in this Amended Loan Agreement and the other Loan
Documents, as applicable.  The provisions of this Section 9 are solely for the
benefit of Agent and Lenders and neither Company nor any of its Subsidiaries
shall have rights as a third party beneficiary of any of the provisions
thereof.  In performing its functions and duties under this Amended Loan
Agreement, Agent shall act solely as an agent of Tranche A Lenders and Tranche
B Lenders and does not assume and shall not be deemed to have assumed any
obligation towards or relationship of agency or trust with or for Company or
any of its Subsidiaries.

9.2      Powers; General Immunity.

         A.  Duties Specified.  Each Tranche A Lender and Tranche B Lender
irrevocably authorizes Agent to take such action on such Lender's behalf and to
exercise such powers hereunder and under the other Loan Documents as are
specifically delegated to Agent by the terms hereof and thereof, together with
such powers as are reasonably incidental thereto.  Agent shall have only those
duties and responsibilities that are expressly specified in this Amended Loan
Agreement and the other Loan Documents and it may perform such duties by or
through its agents or employees.  Agent shall not have, by reason of this
Amended Loan Agreement or any of the other Loan Documents, a fiduciary
relationship in respect of any Lender; and nothing in this Amended Loan
Agreement or any of the other Loan Documents, expressed or implied, is intended
to or shall be so construed as to impose upon Agent any obligations in respect
of this Amended Loan Agreement or any of the other Loan Documents except as
expressly set forth herein or therein.

         B.  No Responsibility for Certain Matters.  Agent shall not be
responsible to any Tranche A Lender or Tranche B Lender for the execution,
effectiveness, genuineness, validity, enforceability, collectibility or
sufficiency of this Amended Loan Agreement or any other Loan Document or for
any representations, warranties, recitals or statements made herein or therein
or made in any written or oral statement or in any financial or other
statements, instruments, reports or certificates or any other documents
furnished or made by Agent to Lenders or by or on behalf of Company or any of
its Subsidiaries to Agent or any Lender in connection herewith or therewith,
nor shall Agent be required to ascertain or inquire as to the performance or
observance of any of the terms, conditions, provisions, covenants or agreements
contained herein or therein or as to the use of the proceeds of the Loans or of
the existence or possible existence of any Event of Default or Potential Event
of Default.  Anything contained in this Amended Loan Agreement to the contrary
notwithstanding, Agent shall not have any liability arising from confirmations
of the amount of outstanding Loans.

         C.  Exculpatory Provisions.  Neither Agent nor any of its officers,
directors, employees or agents shall be liable to Tranche A Lenders and Tranche
B Lenders for any action taken or omitted hereunder or in connection herewith
by Agent except to the extent caused by Agent's gross negligence or willful
misconduct.  If Agent shall request instructions from Lenders, Tranche A
Lenders or Tranche B Lenders, as applicable, with respect to any act or action
(including any decision not to act) in connection with this Amended Loan
Agreement or any of the other Loan Documents, Agent shall be entitled to
refrain from such act or taking such action unless and until Agent shall have
received instructions from Requisite Lenders, Requisite Tranche A Lenders or
Requisite Tranche B Lenders in accordance with subsection 11.6B.  Without
prejudice to the generality of the foregoing, (i) Agent shall be entitled to
rely, and shall be fully protected in relying, upon any communication, instru-
ment or document believed by it to be genuine and correct and to have been
signed or sent by the proper person or persons, and shall be entitled to rely
and shall be protected in relying on opinions and judgments of attorneys (who
may be attorneys for Company and its Subsidiaries), accountants, experts and
other professional advisors selected by it; and (ii) no Tranche A Lender or
Tranche B Lender shall have any right of action whatsoever against Agent as a
result of Agent acting or (where so instructed) refraining from acting under
this Amended Loan Agreement or any of the other Loan Documents in accordance
with the instructions of Requisite Lenders, Requisite Tranche A Lenders, or
Requisite Tranche B Lenders in accordance with subsection 11.6B.  Agent shall
be entitled to refrain from exercising any power, discretion or authority
vested in it under this Amended Loan Agreement or any of the other Loan
Documents unless and until it has obtained the instructions of Requisite
Lenders, Requisite Tranche A Lenders or Requisite Tranche B Lenders, as
applicable, in accordance with subsection 11.6B.

         D.  Agent Entitled to Act as Lender.  The agency hereby created shall
in no way impair or affect any of the rights and powers of, or impose any
duties or obligations upon, Agent in its individual capacity as a Lender
hereunder.  With respect to its participation in the Loans, Agent shall have
the same rights and powers hereunder as any other Lender and may exercise the
same as though it were not performing the duties and functions delegated to it
hereunder, and the term "Lender" or "Lenders" or any similar term shall, unless
the context clearly otherwise indicates, include Agent in its individual
capacity.  Agent and its Affiliates may accept deposits from, lend money to and
generally engage in any kind of banking, trust, financial advisory or other
business with Company or any of its Affiliates as if it were not performing the
duties specified herein, and may accept fees and other consideration from
Company and its subsidiaries for services in connection with this Amended Loan
Agreement and otherwise without having to account for the same to Lenders. 
Without limiting the generality of the foregoing, Agent in its individual
capacity as a Lender hereunder shall be entitled to meet separately with any
other Lender or Lenders and shall have no obligation to disclose such
discussions to any Lenders not a party thereto.

9.3      Representations and Warranties; No Responsibility For Appraisal of
         Creditworthiness.

             Each Tranche A Lender and Tranche B Lender represents and warrants
that it has made its own independent investigation of the financial condition
and affairs of Company and its Subsidiaries in connection with the making of
the Loans hereunder and has made and shall continue to make its own appraisal
of the creditworthiness of Borrowers.  Agent shall not have any duty or
responsibility either initially or on a continuing basis to make any such
investigation or any such appraisal on behalf of Tranche A Lenders and Tranche
B Lenders or to provide any Tranche A Lender or Tranche B Lender with any
credit or other information with respect thereto, whether coming into its
possession before the making of the Loans or at any time or times thereafter,
and Agent shall not have any responsibility with respect to the accuracy of or
the completeness of any information provided to Lenders.

9.4      Right to Indemnity.

             Each Tranche A Lender and Tranche B Lender, in proportion to its
Pro Rata Share of the aggregate Commitments, severally agrees to indemnify
Agent, to the extent that Agent shall not have been reimbursed by Borrowers,
for and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses (including, without
limitation, counsel fees and disbursements) or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by or asserted against
Agent in performing its duties hereunder or under the other Loan Documents or
otherwise in its capacity as Agent in any way relating to or arising out of
this Amended Loan Agreement or the other Loan Documents; provided that no
Lender shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from Agent's gross negligence or willful misconduct. 
If any indemnity furnished to Agent for any purpose shall, in the opinion of
Agent, be insufficient or become impaired, Agent may call for additional
indemnity and cease, or not commence, to do the acts indemnified against until
such additional indemnity is furnished.

9.5      Successor Agent.

             Agent may resign at any time by giving 30 days' prior written
notice thereof to Lenders and Company, and Agent may be removed at any time
with or without cause by an instrument or concurrent instruments in writing
delivered to Company and Agent and signed by Requisite Lenders.  Upon any such
notice of resignation or any such removal, Requisite Lenders shall have the
right, upon five Business Days' notice to Company, to appoint a successor
Agent.  Upon the acceptance of any appointment as Agent hereunder by a
successor Agent, that successor Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring or
removed Agent and the retiring or removed Agent shall be discharged from its
duties and obligations under this Amended Loan Agreement.  After any retiring
or removed Agent's resignation or removal hereunder as Agent, the provisions of
this Section 9 shall inure to its benefit as to any actions taken or omitted to
be taken by it while it was Agent under this Amended Loan Agreement.


Section 10.  COLLATERAL AGENT

10.1     Appointment.

             Chase is hereby appointed Collateral Agent hereunder and under the
other Loan Documents and each Tranche A Lender and Tranche B Lender hereby
authorizes Collateral Agent to act as its agent in accordance with the terms of
this Amended Loan Agreement and the other Loan Documents.  Collateral Agent
agrees to act upon the express conditions contained in this Amended Loan
Agreement and the other Loan Documents, as applicable.  The provisions of this
Section 10 are solely for the benefit of Collateral Agent (and its subagents)
and Lenders and neither Company nor any of its Subsidiaries shall have rights
as a third party beneficiary of any of the provisions thereof.  In performing
its functions and duties under this Amended Loan Agreement, Collateral Agent
shall act solely as an agent of Tranche A Lenders and Tranche B Lenders and
does not assume and shall not be deemed to have assumed any obligation towards
or relationship of agency or trust with or for Company or any of its
Subsidiaries.

10.2     Powers; General Immunity.

         A.  Duties Specified.  Each Tranche A Lender and Tranche B Lender
irrevocably authorizes Collateral Agent to take such action on such Lender's
behalf and to exercise such powers hereunder and under the other Loan Documents
as are specifically delegated to Collateral Agent by the terms hereof and
thereof, together with such powers as are reasonably incidental thereto. 
Collateral Agent shall have only those duties and responsibilities that are ex-
pressly specified in this Amended Loan Agreement and the other Loan Documents
and it may perform such duties by or through its agents or employees. 
Collateral Agent shall not have, by reason of this Amended Loan Agreement or
any of the other Loan Documents, a fiduciary relationship in respect of any
Lender; and nothing in this Amended Loan Agreement or any of the other Loan
Documents, expressed or implied, is intended to or shall be so construed as to
impose upon Collateral Agent any obligations in respect of this Amended Loan
Agreement or any of the other Loan Documents except as expressly set forth
herein or therein.  Collateral Agent may delegate its duties hereunder to
affiliates, agents, attorneys-in-fact, receivers (which term includes receivers
as managers) and, if required by applicable law, mortgagees or co-mortgages or
trustees with respect to any Lien selected in good faith by Collateral Agent,
and may grant to such Persons the same rights and powers, indemnities and
exculpations as are granted to Collateral Agent hereunder.

         B.  No Responsibility for Certain Matters.  Collateral Agent shall not
be responsible to any Tranche A Lender or Tranche B Lender for the execution,
effectiveness, genuineness, validity, enforceability, collectibility or
sufficiency of this Amended Loan Agreement or any other Loan Document or for
any representations, warranties, recitals or statements made herein or therein
or made in any written or oral statement or in any financial or other
statements, instruments, reports or certificates or any other documents
furnished or made by Collateral Agent to Lenders or by or on behalf of Company
or any of its Subsidiaries to Collateral Agent or any Lender in connection
herewith or therewith, nor shall Collateral Agent be required to ascertain or
inquire as to the performance or observance of any of the terms, conditions,
provisions, covenants or agreements contained herein or therein or as to the
use of the proceeds of the Loans or of the existence or possible existence of
any Event of Default or Potential Event of Default.  

         C.  Exculpatory Provisions.  Neither Collateral Agent nor any of its
officers, directors, employees or agents shall be liable to Tranche A Lenders
or Tranche B Lenders for any action taken or omitted hereunder or in connection
herewith by Collateral Agent except to the extent caused by Collateral Agent's
gross negligence or willful misconduct.  If Collateral Agent shall request
instructions from Lenders, Tranche A Lenders or Tranche B Lenders with respect
to any act or action (including any decision not to act) in connection with
this Amended Loan Agreement or any of the other Loan Documents, Collateral
Agent shall be entitled to refrain from such act or taking such action unless
and until Collateral Agent shall have received instructions from Requisite
Lenders, Requisite Tranche A Lenders or Requisite Tranche B Lenders, as
applicable, in accordance with subsection 11.6B.  Without prejudice to the
generality of the foregoing, (i) Collateral Agent shall be entitled to rely,
and shall be fully protected in relying, upon any communication, instrument or
document believed by it to be genuine and correct and to have been signed or
sent by the proper person or persons, and shall be entitled to rely and shall
be protected in relying on opinions and judgments of attorneys (who may be
attorneys for Company and its Subsidiaries), accountants, experts and other
professional advisors selected by it; and (ii) no Tranche A Lender or Tranche B
Lender shall have any right of action whatsoever against Collateral Agent as a
result of Collateral Agent acting or (where so instructed) refraining from
acting under this Amended Loan Agreement or any of the other Loan Documents in
accordance with the instructions of Requisite Lenders, Requisite Tranche A
Lenders or Requisite Tranche B Lenders, as applicable, in accordance with
subsection 11.6B.  Collateral Agent shall be entitled to refrain from
exercising any power, discretion or authority vested in it under this Amended
Loan Agreement or any of the other Loan Documents unless and until it has
obtained the instructions of Requisite Lenders, Requisite Tranche A Lenders or
Requisite Tranche B Lenders, as applicable, in accordance with subsection
11.6B.

         D.  Collateral Agent Entitled to Act as Lender.  The agency hereby
created shall in no way impair or affect any of the rights and powers of, or
impose any duties or obligations upon, Collateral Agent in its individual
capacity as a Lender hereunder.  With respect to its participation in the
Loans, Collateral Agent shall have the same rights and powers hereunder as any
other Lender and may exercise the same as though it were not performing the
duties and functions delegated to it hereunder, and the term "Lender" or
"Lenders" or any similar term shall, unless the context clearly otherwise
indicates, include Collateral Agent in its individual capacity.  Collateral
Agent and its Affiliates may accept deposits from, lend money to and generally
engage in any kind of banking, trust, financial advisory or other business with
Company or any of its Affiliates as if it were not performing the duties
specified herein, and may accept fees and other consideration from Company or
any of its Subsidiaries for services in connection with this Amended Loan
Agreement and otherwise without having to account for the same to Lenders.

10.3     Right to Indemnity.

             Each Tranche A Lender and Tranche B Lender, in proportion to its
Pro Rata Share of the aggregate Commitments, severally agrees to indemnify
Collateral Agent, to the extent that Collateral Agent shall not have been
reimbursed by Borrowers, for and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses
(including, without limitation, counsel fees and disbursements) or
disbursements of any kind or nature whatsoever which may be imposed on,
incurred by or asserted against Collateral Agent in performing its duties
hereunder or under the other Loan Documents or otherwise in its capacity as
Collateral Agent in any way relating to or arising out of this Amended Loan
Agreement or the other Loan Documents; provided that no Lender shall be liable
for any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting from
Collateral Agent's gross negligence or willful misconduct.  If any indemnity
furnished to Collateral Agent for any purpose shall, in the opinion of
Collateral Agent, be insufficient or become impaired, Collateral Agent may call
for additional indemnity and cease, or not commence, to do the acts indemnified
against until such additional indemnity is furnished.

10.4     Successor Collateral Agent.

             Collateral Agent may resign at any time by giving 30 days' prior
written notice thereof to Lenders and Company, and Collateral Agent may be
removed at any time with or without cause by an instrument or concurrent
instruments in writing delivered to Company and Collateral Agent and signed by
Requisite Lenders.  Upon any such notice of resignation or any such removal,
Requisite Lenders shall have the right, upon five Business Days' notice to
Company, to appoint a successor Collateral Agent.  Upon the acceptance of any
appointment as Collateral Agent hereunder by a successor Collateral Agent, that
successor Collateral Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges and duties of the retiring or removed
Collateral Agent and the retiring or removed Collateral Agent shall be dis-
charged from its duties and obligations under this Amended Loan Agreement. 
After any retiring or removed Collateral Agent's resignation or removal
hereunder as Collateral Agent, the provisions of this Section 10 shall inure to
its benefit as to any actions taken or omitted to be taken by it while it was
Collateral Agent under this Amended Loan Agreement.

10.5     Collateral Agent; Security Documents.

             Each Tranche A Lender and Tranche B Lender hereby further
authorizes Collateral Agent to enter into the Security Documents on behalf of
and for the benefit of Lenders and agrees to be bound by the terms of the
Security Documents; provided that Collateral Agent shall not enter into or
consent to any amendment, modification, termination or waiver of any provision
contained in the Security Documents without the prior consent of the Requisite
Lenders in accordance with subsection 11.6B.  Each Tranche A Lender and Tranche
B Lender agrees that no Lender shall have any right individually to realize
upon the Guaranty Agreement or the security granted by the Security Documents,
it being understood and agreed that such rights and remedies may be exercised
by Collateral Agent for the benefit of the Tranche A Lenders and Tranche B
Lenders and the other beneficially interested parties under the Security
Documents and the other Loan Documents in accordance with the terms of
subsection 11.6B and the terms of such other agreements.


Section 11.  MISCELLANEOUS

11.1     Assignments and Participations in Loans and Notes.

         A.  General.  Each Lender shall have the right, subject to the
provisions of subsections 11.1B and 11.1C below, at any time to (i) sell,
assign, transfer or negotiate to any Eligible Assignee, or (ii) sell
participations to any Person in, all or any part of any Loan or Loans made by
it or its Commitments or any other interest herein or in its Notes or any other
Obligations owed to it; provided that no such assignment or participation
shall, without the consent of Company, require either Borrower to file a
registration statement with the Securities and Exchange Commission or apply to
qualify such assignment or participation of the Loans, the Notes or the other
Obligations under the securities laws of any state.  Except as otherwise
provided in this subsection 11.1, no Lender shall, as between Borrowers and
such Lender, be relieved of any of its obligations hereunder as a result of any
sale, assignment, transfer or negotiation of, or any granting of participations
in, all or any part of the Loans, the Commitments, the Notes or the other
Obligations owed to such Lender.

         B.  Assignments.

             (i)  Amounts and Terms of Assignments.  Each Loan, Commitment,
         Note or other Obligation may (a) be assigned in any amount (of a
         constant and not a varying percentage) to another Lender, (b) be
         assigned in an amount (of a constant and not a varying percentage) of
         not less than $5,000,000 to any other Eligible Assignee, with the
         giving of notice to Borrowers and Agent.  To the extent of any such
         assignment in accordance with either clause (a) or (b) above, the
         assigning Lender shall be relieved of its obligations with respect to
         its Loans, Commitments, Notes or other Obligations or the portion
         thereof so assigned.  The parties to each such assignment shall
         execute and deliver to Agent, for its acceptance, an Assignment and
         Assumption, together with a processing fee of $5,000.  Upon such
         execution, delivery and acceptance, from and after the effective date
         specified in such Assignment and Assumption, (y) the assignee
         thereunder shall be a party hereto and, to the extent that rights and
         obligations hereunder have been assigned to it pursuant to such
         Assignment and Assumption, shall have the rights and obligations of a
         Lender hereunder and (z) the assigning Lender thereunder shall, to the
         extent that rights and obligations hereunder have been assigned by it
         pursuant to such Assignment and Assumption, relinquish its rights and
         be released from its obligations under this Amended Loan Agreement
         (and, in the case of an Assignment and Assumption covering all or the
         remaining portion of an assigning Lender's rights and obligations
         under this Amended Loan Agreement, such Lender shall cease to be a
         party hereto).  The Commitments hereunder shall be modified to reflect
         the Commitments of such assignee and any remaining Commitments of such
         assigning Lender and, if any such assignment occurs after the issuance
         of the Notes hereunder, new Notes shall, upon surrender of the
         assigning Lender's Notes, be issued to the assignee and to the
         assigning Lender pursuant to subsection 2.1D as necessary to reflect
         the new Commitments of the assignee and the assigning Lender.

             (ii) Agreements of Assignor and Assignee.  By executing and
         delivering an Assignment and Assumption, the assigning Lender
         thereunder and the assignee thereunder confirm to and agree with each
         other and the other parties hereto as follows:  (a) other than as
         provided in such Assignment and Assumption, such assigning Lender
         makes no representation or warranty and assumes no responsibility with
         respect to any statements, warranties or representations made in or in
         connection with this Amended Loan Agreement or any other Loan Document
         or the execution, legality, validity, enforceability, genuineness,
         sufficiency or value of this Amended Loan Agreement or any other
         instrument or document furnished pursuant hereto; (b) such assigning
         Lender makes no representation or warranty and assumes no
         responsibility with respect to the financial condition of Company or
         any of its Subsidiaries or the performance or observance by Company or
         any of its Subsidiaries of any of their respective obligations under
         this Amended Loan Agreement or any other Loan Document; (c) such
         assignee confirms that it has received a copy of this Amended Loan
         Agreement, together with copies of the most recent financial
         statements referred to in subsections 5.6 and 6.1 and such other
         documents and information as it has deemed appropriate to make its own
         credit analysis and decision to enter into such Assignment and
         Assumption; (d) such assignee will, independently and without reliance
         upon Agent, Collateral Agent, such assigning Lender or any other
         Lender and based on such documents and information as it shall deem
         appropriate at the time, continue to make its own credit decisions in
         taking or not taking action under this Amended Loan Agreement;
         (e) such assignee (if other than a Lender) confirms that it is an
         Eligible Assignee; (f) such assignee appoints and authorizes Agent and
         Collateral Agent to take such action as agent on its behalf and to
         exercise such powers under this Amended Loan Agreement and the other
         Loan Documents as are delegated to Agent and Collateral Agent,
         respectively, by the terms hereof and thereof, together with such
         powers as are reasonably incidental thereto; and (g) such assignee
         agrees that it will perform in accordance with their terms all of the
         obligations which by the terms of this Amended Loan Agreement are
         required to be performed by it as a Lender.

             (iii)Acceptance by Agent.  Upon its receipt of an Assignment and
         Assumption executed by an assigning Lender and an assignee
         representing that it is an Eligible Assignee, together with the
         processing fee referred to in subsection 11.1B(i), Agent shall, if
         such Assignment and Assumption has been completed and is in
         substantially the form of Exhibit C annexed hereto, (a) accept such
         Assignment and Assumption and (b) give prompt notice thereof to
         Company.  Agent shall maintain a copy of each Assignment and
         Assumption delivered to and accepted by it as provided in this
         subsection 11.1B(iii).

         C.  Participations.  The holder of any participation, other than an
Affiliate of the Lender granting such participation, shall not be entitled to
require such Lender to take or omit to take any action hereunder except action
directly affecting (i) the extension of the regularly scheduled maturity of any
portion of the principal amount of or interest on any Loan allocated to such
participation, (ii) a reduction of the principal amount of or the rate of
interest payable on any Loan allocated to such participation or (iii) a release
of all or a substantial portion of the Collateral other than releases in the
ordinary course of business, and all amounts payable by Borrowers hereunder
shall be determined as if such Lender had not sold such participation.  Each
Borrower hereby acknowledges and agrees that any participation will give rise
to a direct obligation of Borrowers to the participant and the participant
shall, for purposes of subsections 2.6, 2.8F, 11.5 and 11.6, be considered to
be a "Lender"; provided that no participant shall be entitled to receive any
greater amount pursuant to subsection 2.6 or 2.8 than the transferor Lender
would have been entitled to receive in respect of the amount of the participa-
tion effected by such transferor Lender to such participant had no such
participation occurred.

         D.  Eligibility as Tranche A Lender or Tranche B Lender; Conversion
among Tranches.

             (i)  Eligibility.  Any Lender which holds, or has an Affiliate
         that holds, either directly or indirectly, any Company Common Stock,
         other equity securities of Company or rights to acquire equity
         securities of Company, shall not qualify as a Tranche A Lender.  Each
         Tranche A Lender agrees that upon request from Agent such Lender will
         deliver to Agent such certificates and other evidence as Agent shall
         request, all duly executed by an officer of such Lender, to establish
         that such Lender qualifies as a Tranche A Lender.  Any Lender which
         does not qualify as a Tranche A Lender shall, subject to the
         provisions of subsection 11.1D(ii), be a Tranche B Lender.

             (ii) Conversions.

                  (a)  Tranche A to Tranche B.  If at any time a Lender holding
         Tranche A Loans shall fail to satisfy the eligibility requirements for
         Tranche A Lenders set forth in subsection 11.1D(i), such Lender's
         Tranche A Loans shall automatically be converted to Tranche B Loans,
         such Lender's Tranche A Commitment shall automatically be converted to
         a Tranche B Commitment and such Lender shall become a Tranche B Lender
         hereunder.  Each Tranche A Lender agrees that it will provide notice
         to the Agent if at any time it fails to satisfy the requirements of
         subsection 11.1D(i).  Until such notice is received by Agent, Agent
         shall be entitled to assume that no events have occurred causing a
         conversion pursuant to this subsection 11.1D(ii).

                  (b)  Tranche B to Tranche A.  If at any time a Lender holding
         Tranche B Loans shall satisfy the eligibility requirements for Tranche
         A Lenders set forth in subsection 11.1D(i), such Lender may, upon ten
         (10) days advance written notice to Agent, elect to have its Tranche B
         Loans converted to Tranche A Loans and to have its Tranche B
         Commitment converted to a Tranche A Commitment and to become a Tranche
         A Lender hereunder.

         E.  Information.  Each Lender may furnish any information concerning
Company and its Subsidiaries in the possession of that Lender from time to time
to assignees and participants (including prospective assignees and partici-
pants), subject to subsection 11.19.

11.2     Expenses.

             Whether or not the transactions contemplated hereby shall be
consummated, Borrowers agree, jointly and severally, to pay promptly (i) all
the actual and reasonable costs and expenses of preparation of the Loan
Documents; (ii) all the costs of furnishing all opinions by counsel for the
Credit Parties (including without limitation any opinions requested by Lenders
as to any legal matters arising hereunder) and of each Credit Party's perfor-
mance of and compliance with all agreements and conditions on its part to be
performed or complied with under this Amended Loan Agreement and the other Loan
Documents including, without limitation, with respect to confirming compliance
with environmental and insurance requirements; (iii) [omitted]; (iv) the
reasonable fees, expenses and disbursements of counsel to Agent or Collateral
Agent (including allocated costs of internal counsel), one law firm engaged by
Tranche A Lenders and one law firm engaged by Tranche B Lenders in connection
with the negotiation, preparation, execution and administration of the Loan
Documents and the Loans and any consents, amendments, waivers or other
modifications hereto or thereto and any other documents or matters requested by
any Credit Party; (v) all other actual and reasonable costs and expenses
incurred by Agent, Collateral Agent or Lenders in connection with the negotia-
tion, preparation and execution of the Loan Documents and the transactions con-
templated hereby and thereby; and (vi) after the occurrence of an Event of
Default, all costs and expenses, including reasonable attorneys' fees
(including allocated costs of internal counsel) and costs of settlement,
incurred by Agent, Lenders and Collateral Agent in enforcing any Obligations of
or in collecting any payments due from a Credit Party hereunder or under the
Notes or the other Loan Documents or any Letter of Credit by reason of such
Event of Default or in connection with any refinancing or restructuring of the
credit arrangements provided under this Amended Loan Agreement in the nature of
a "work-out" or pursuant to any insolvency or bankruptcy proceedings.

11.3     Indemnity.

             In addition to the payment of expenses pursuant to subsection
11.2, whether or not the transactions contemplated hereby shall be consummated,
Borrowers agree, jointly and severally, to indemnify, pay and hold Agent,
Collateral Agent and Lenders and any holder of any of the Notes, and the
officers, directors, employees, agents and affiliates of Agent, Collateral
Agent, Lenders and such holders (collectively called the "Indemnitees")
harmless from and against any and all other liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, claims, costs, expenses and
disbursements of any kind or nature whatsoever (including, without limitation,
the reasonable fees and disbursements of counsel for such Indemnitees in
connection with any investigative, administrative or judicial proceeding com-
menced or threatened by any Person, whether or not any such Indemnitee shall be
designated as a party or a potential party thereto), that may be imposed on,
incurred by, or asserted against any such Indemnitee, in any manner relating to
or arising out of this Amended Loan Agreement or the other Loan Documents or
the transactions contemplated hereby or thereby, Lenders' agreement to make the
Loans hereunder or to issue Letters of Credit or the use or intended use of the
proceeds of any of the Loans or Letters of Credit (collectively called the
"Indemnified Liabilities"); provided that Borrowers shall not have any
obligation to any Indemnitee hereunder with respect to any Indemnified Liabili-
ties to the extent such Indemnified Liabilities arise solely from the gross
negligence or willful misconduct of that Indemnitee as finally determined by a
court of competent jurisdiction.  To the extent that the undertaking to
indemnify, pay and hold harmless set forth in the preceding sentence may be
unenforceable because it is violative of any law or public policy, each
Borrower shall contribute the maximum portion that it is permitted to pay and
satisfy under applicable law to the payment and satisfaction of all Indemnified
Liabilities incurred by the Indemnitees or any of them.

11.4     Set Off.

             In addition to any rights now or hereafter granted under
applicable law or the Security Documents and not by way of limitation of any
such rights, upon the occurrence of any Event of Default each Lender and each
subsequent holder of any Note is hereby authorized by each Credit Party at any
time or from time to time, without notice to such Credit Party or to any other
Person, any such notice being hereby expressly waived, to set off and to
appropriate and to apply any and all deposits (general or special, including,
but not limited to, Indebtedness evidenced by certificates of deposit, whether
matured or unmatured, but not including trust accounts) and any other
Indebtedness at any time held or owing by that Lender or that subsequent holder
to or for the credit or the account of such Credit Party against and on account
of the Obligations of such Credit Party to that Lender or that subsequent
holder under this Amended Loan Agreement and the Notes, including, but not
limited to, all claims of any nature or description arising out of or connected
with this Amended Loan Agreement, the Notes or any other Loan Document,
irrespective of whether or not (i) that Lender or that subsequent holder shall
have made any demand hereunder or (ii) the principal of or the interest on the
Loans or the Notes or any other amounts due hereunder shall have become due and
payable pursuant to Section 8 and although said Obligations, or any of them,
may be contingent or unmatured.  The exercise of any right of set off against
any Credit Party shall not impair any Lien securing the Obligations of any
Credit Party to the Lenders and will not affect in any manner the continuing
effectiveness and enforceability of such Obligations.

11.5     Sharing of Payments.

             Lenders and each subsequent holder by acceptance of a Note hereby
agree among themselves that if any of them shall, whether by voluntary payment,
by realization upon security, through the exercise of any right of set-off or
banker's lien, by counterclaim or cross action or by the enforcement of any
right under the Loan Documents or otherwise, or as adequate protection of a
deposit treated as cash collateral under the Bankruptcy Code, receive payment
or reduction of a proportion of the aggregate amount of principal, interest,
fees and other amounts then due and owing to that Lender or holder hereunder or
under the other Loan Documents (collectively, the "Aggregate Amounts Due" to
such Lender or holder) which is greater than the proportion received by any
other Lender or holder of the Notes in respect of the Aggregate Amounts Due to
such other Lender or holder, then the Lender or holder of the Notes receiving
such proportionately greater payment shall (i) notify Agent and each other
Lender of the receipt of such payment and (ii) apply a portion of such payment
to purchase participations (which it shall be deemed to have purchased from
each seller of a participation simultaneously upon the receipt by such seller
of its portion of such payment) in the Aggregate Amounts Due to the other
Lenders and holders so that all such recoveries of Aggregate Amounts Due shall
be shared by all Lenders and holders of the Notes in proportion to the
Aggregate Amounts Due to them; provided that if all or part of such
proportionately greater payment received by such purchasing Lender or holder is
thereafter recovered from such Lender or holder upon the bankruptcy or
reorganization of any Credit Party or otherwise, those purchases shall be
rescinded and the purchase prices paid for such participations shall be
returned to such purchasing Lender or holder ratably to the extent of such
recovery, but without interest.  Borrowers expressly consent to the foregoing
arrangement and agree that any holder of a participation so purchased may
exercise any and all rights of banker's lien, set-off or counterclaim with
respect to any and all monies owing by Borrowers to that holder with respect
thereto as fully as if that holder were owed the amount of the participation
held by that holder.

11.6     Amendments and Waivers; Instructions to Agent and Collateral Agent.

         A.  Amendments and Waivers.  No amendment, modification, termination
or waiver of any provision of this Amended Loan Agreement or of the Notes or
consent to any departure by the Credit Parties therefrom, shall be effective
without the written concurrence of Requisite Lenders; provided that (i) any
amendment, modification, termination or waiver of or with respect to:  the
amount of the Commitments or the principal amount of the Loans; each Lender's
Pro Rata Share; any definition set forth in subsection 1.1 hereof; any
provision expressly requiring the approval or concurrence of all Lenders; the
scheduled final maturity dates of the Loans; the dates and amounts of any
scheduled payments (but not prepayments) of principal of the Loans; the dates
on which interest or any fees are payable; decreases in the interest rates
borne by the Loans or in the amount of any fees payable hereunder; and the
provisions contained in subsections 4.1E, 4.1F, 8.1 and 11.6 shall be effective
only if evidenced by a writing signed by or on behalf of all Lenders, (ii) any
waiver of any of the provisions contained in subsection 4.1 (other than
subsections 4.1E and 4.1F) shall be effective and binding upon Lenders if
evidenced by a writing signed by or on behalf of Agent and Requisite Lenders,
(iii) any waiver of any of the provisions contained in subsection 4.3 by
Tranche A Lenders (with respect to funding Tranche A Loans) shall be effective
and binding upon Tranche A Lenders if evidenced by a writing signed by Agent
and Requisite Tranche A Lenders, (iv) any waiver of any of the provisions
contained in subsection 4.3 by Tranche B Lenders (with respect to funding
Tranche B Loans) shall be effective and binding upon Tranche B Lenders if
evidenced by a writing signed by Agent and Requisite Tranche B Lenders, (v) no
amendment, modification, termination or waiver of any provision of Section 9 or
of any other provision of this Agreement expressly requiring the approval or
concurrence of Agent shall be effective without the written concurrence of
Agent and (vi) no amendment, modification, termination or waiver of any
provision of Section 10 or any other provision of this Agreement expressly
requiring the approval or concurrence of Collateral Agent shall be effective
without the written concurrence of Collateral Agent.  Agent may, but shall have
no obligation to, with the concurrence of any Lender, execute amendments,
modifications, waivers or consents on behalf of that Lender.  Any waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which it was given.  No notice to or demand on any Credit Party in
any case shall entitle the Credit Parties to any other or further notice or
demand in similar or other circumstances.  Except as set forth above in clauses
(iii) and (iv) with respect to waivers binding only upon Tranche A Lenders or
Tranche B Lenders, as the case may be, any amendment, modification, termi-
nation, waiver or consent effected in accordance with this subsection 11.6
shall be binding upon each Lender at the time outstanding and each future
Lender.  Any amendment, modification, termination, waiver or consent effected
in accordance with this Subsection 11.6 and signed by the Credit Parties shall
be binding on the Credit Parties.  Notwithstanding any provision of this
Subsection 11.6A to the contrary, each Tranche B Lender other than any
Tranche B Lender which has given notice to Company and Agent in accordance with
the penultimate sentence of this Subsection 11.6A (each Tranche B Lender which
has not sent such written notice, a "Deemed Voting Lender") agrees that such
Deemed Voting Lender shall be deemed to cast its vote on any request, of which
it has prior written notice, for amendment, modification, termination or waiver
of any provision of the Amended Loan Agreement or any other Loan Document,
proportionately according to the votes cast on such request by all Tranche B
Lenders which are not Deemed Voting Lenders and any amendment, modification,
termination, waiver or consent signed by an appropriate percentage of Tranche B
Lenders which are not Deemed Voting Lenders shall be binding on Deemed Voting
Lenders, provided that if all Tranche B Lenders are Deemed Voting Lenders, such
that there remain no Tranche B Lenders exercising voting rights, each Deemed
Voting Lender shall be deemed to cast its vote proportionately according to
such votes cast by Tranche A Lenders, under the same terms and conditions and
with the same binding effect as if such votes had been cast by Tranche B
Lenders.  Tranche B Lenders which are not Deemed Voting Lenders and Tranche A
Lenders shall have no affirmative obligation to Deemed Voting Lenders to vote,
and in no event shall Deemed Voting Lenders have any claim or recourse against
such Tranche B Lenders which are not Deemed Voting Lenders or Tranche A Lenders
with respect to any votes cast or not cast, or the consequences of any action
taken or omitted to be taken, by any such Tranche B Lender which is not a
Deemed Voting Lender or Tranche A Lender.  Each Tranche B Lender may, by
written notice to Company and Agent, revoke its election to have its vote
deemed cast in the manner described above, provided, that such revocation shall
not be effective with respect to any request for amendment, modification,
termination or waiver if notice of such revocation is not received by Company
and Agent at least three Business Days prior to the effective date of such
amendment, waiver, modification or termination.  Following written notice in
accordance with the preceding sentence such Tranche B lender shall no longer be
a Deemed Voting Lender hereunder.

         B.  Instructions to Agent and Collateral Agent.  Agent and Collateral
Agent shall be entitled to act (or refrain from acting) on instructions from
Requisite Tranche A Lenders or Requisite Tranche B Lenders.  If Agent or
Collateral Agent shall receive conflicting instructions from Requisite Tranche
A Lenders and Requisite Tranche B Lenders, Agent or Collateral Agent shall be
entitled to refrain from acting until directed by Requisite Lenders; provided
that (i) with respect to waiving conditions to funding under subsection 4.3
with respect to Tranche A Loans, Agent may act (or refrain from acting) on the
instructions of Requisite Tranche A Lenders and (ii) with respect to waiving
conditions to funding under subsection 4.3 with respect to Tranche B Loans,
Agent may act (or refrain from acting) on the instructions of Requisite Tranche
B Lenders.  In addition, if Agent or Collateral Agent shall receive conflicting
instructions from Requisite Tranche A Lenders and Requisite Tranche B Lenders
with respect to any exercise of remedies hereunder or under any of the other
Loan Documents, Agent and Collateral Agent shall be entitled to act (or refrain
from acting) on instructions from Requisite Tranche A Lenders with respect to
such matters.

11.7     Independence of Covenants.

             All covenants hereunder shall be given independent effect so that
if a particular action or condition is not permitted by any of such covenants,
the fact that it would be permitted by an exception to, or would otherwise be
within the limitations of, another covenant shall not avoid the occurrence of
an Event of Default or Potential Event of Default if such action is taken or
condition exists.

11.8     Notices.

             Unless otherwise specifically provided herein, any notice or other
communication herein required or permitted to be given shall be in writing and
may be personally served, telecopied, telexed or sent by United States mail or
courier service and shall be deemed to have been given when delivered in person
or by courier service, upon receipt of telecopy or telex, or four Business Days
after depositing it in the United States mail, registered or certified, with
postage prepaid and properly addressed; provided that notices to Agent or
Collateral Agent shall not be effective until received.  For the purposes
hereof, the address of each party hereto shall be as set forth under such
party's name on the signature pages hereof or (i) as to any Credit Party, Agent
or Collateral Agent, such other address as shall be designated by such Person
in a written notice delivered to the other parties hereto and (ii) as to each
other party, such other address as shall be designated by such party in a
written notice delivered to Agent.

11.9     Survival of Representations, Warranties and Agreements.

         A.  All representations, warranties and agreements made herein shall
survive the execution and delivery of this Amended Loan Agreement, the making
of the Loans hereunder and the execution and delivery of the Notes.

         B.  Notwithstanding anything in this Amended Loan Agreement or implied
by law to the contrary, the agreements of Borrowers set forth in subsections
2.6, 2.8F, 6.9, 11.2 and 11.3 and the agreements of Lenders set forth in
subsections 2.6D, 9.2C, 9.4, 10.2C, 10.3, 11.4 and 11.5 shall survive the
payment of the Loans and the Notes and the termination of this Amended Loan
Agreement.

11.10    Failure or Indulgence Not Waiver; Remedies Cumulative.

             No failure or delay on the part of any Lender or any holder of any
Note or interest in any Letter of Credit in the exercise of any power, right or
privilege hereunder or under the Notes or Letters of Credit shall impair such
power, right or privilege or be construed to be a waiver of any default or
acquiescence therein, nor shall any single or partial exercise of any such
power, right or privilege preclude other or further exercise thereof or of any
other power, right or privilege.  All rights and remedies existing under this
Amended Loan Agreement, the Notes, the Letters of Credit and the other Loan
Documents are cumulative to, and not exclusive of, any rights or remedies
otherwise available.

11.11    Marshalling; Payments Set Aside.

             None of Agent, Collateral Agent or any Lender shall be under any
obligation to marshal any assets in favor of Borrowers or any other party or
against or in payment of any or all of the Obligations.  To the extent that any
Credit Party makes a payment or payments to Agent, Collateral Agent or Lenders
(or to Agent or Collateral Agent for the benefit of Lenders), or Collateral
Agent or Lenders enforce any security interests or exercise their rights of
setoff, and such payment or payments or the proceeds of such enforcement or
setoff or any part thereof are subsequently invalidated, declared to be fraudu-
lent or preferential, set aside and/or required to be repaid to a trustee,
receiver or any other party under any bankruptcy law, any other state or
federal law, common law or any equitable cause, then, to the extent of such
recovery, the obligation or part thereof originally intended to be satisfied,
and all Liens, rights and remedies therefor or related thereto, shall be
revived and continued in full force and effect as if such payment or payments
had not been made or such enforcement or setoff had not occurred.

11.12    Severability.

             In case any provision in or obligation under this Amended Loan
Agreement or the Notes shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.

11.13    Obligations Several; Independent Nature of Lenders' Rights.

             The obligations of Lenders hereunder are several and no Lender
shall be responsible for the obligations or Commitments of any other Lender
hereunder.  Nothing contained herein or in any other Loan Document, and no
action taken by Lenders pursuant hereto or thereto, shall be deemed to
constitute Lenders as a partnership, an association, a joint venture or any
other kind of entity. The amounts payable at any time hereunder to each Lender
shall be a separate and independent debt, and each Lender shall be entitled to
protect and enforce its rights arising out of this Amended Loan Agreement and
it shall not be necessary for any other Lender to be joined as an additional
party in any proceeding for such purpose.

11.14    Headings.

             Section and subsection headings in this Amended Loan Agreement are
included herein for convenience of reference only and shall not constitute a
part of this Amended Loan Agreement for any other purpose or be given any
substantive effect.

11.15    Applicable Law.

             THIS AMENDED LOAN AGREEMENT AND THE NOTES SHALL BE GOVERNED BY,
AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF
THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.  

11.16    Successors and Assigns.

             This Amended Loan Agreement shall be binding upon the parties
hereto and their respective successors and assigns and shall inure to the
benefit of the parties hereto and the successors and assigns of Lenders.  The
terms and provisions of this Amended Loan Agreement shall inure to the benefit
of any assignee or transferee of any of the Loans or the Notes, and in the
event of any such transfer or assignment the rights and privileges herein
conferred upon Lenders shall automatically extend to and be vested in such
transferee or assignee, all subject to the terms and conditions hereof.  None
of the Credit Parties' rights or obligations hereunder nor any interest therein
may be assigned or delegated by the Credit Parties without the prior written
consent of all Lenders.  Lenders' rights of assignment are subject to
subsection 11.1.

11.17    Consent to Jurisdiction and Service of Process.

             ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST A CREDIT PARTY ARISING
OUT OF OR RELATING TO THIS AMENDED LOAN AGREEMENT OR ANY OTHER LOAN DOCUMENT OR
ANY OBLIGATION MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURIS-
DICTION IN THE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AMENDED
LOAN AGREEMENT EACH CREDIT PARTY ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS
RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURIS-
DICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS
AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN
CONNECTION WITH THIS AMENDED LOAN AGREEMENT, SUCH OTHER LOAN DOCUMENT OR SUCH
OBLIGATION.  Each Credit Party designates and appoints CT Corporation System,
and such other Persons as may hereafter be selected by such Credit Party
irrevocably agreeing in writing to so serve, as its agent to receive on its
behalf service of all process in any such proceedings in any such court, such
service being hereby acknowledged by such Credit Party to be effective and
binding service in every respect.  A copy of any such process so served shall
be mailed by registered mail to such Credit Party at its address provided in
subsection 11.8; provided that, unless otherwise provided by applicable law,
any failure to mail such copy shall not affect the validity of service of such
process.  If any agent appointed by any Credit Party refuses to accept service,
such Credit Party hereby agrees that service of process sufficient for personal
jurisdiction in any action against such Credit Party in the State of New York
may be made by registered or certified mail, return receipt requested, to such
Credit Party at its address provided in subsection 11.8, and such Credit Party
hereby acknowledges that such service shall be effective and binding in every
respect.  Nothing herein shall affect the right to serve process in any other
manner permitted by law or shall limit the right of any Lender to bring pro-
ceedings against any Credit Party in the courts of any other jurisdiction.

11.18    Waiver of Jury Trial.

             EACH OF THE PARTIES TO THIS AMENDED LOAN AGREEMENT HEREBY AGREES
TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OF THIS AMENDED LOAN AGREEMENT OR ANY OF THE OTHER
LOAN DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF
THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING
ESTABLISHED.  The scope of this waiver is intended to be all-encompassing of
any and all disputes that may be filed in any court and that relate to the
subject matter of this transaction, including without limitation contract
claims, tort claims, breach of duty claims and all other common law and
statutory claims.  Each party hereto acknowledges that this waiver is a
material inducement to enter into a business relationship, that each has
already relied on this waiver in entering into this Amended Loan Agreement, and
that each will continue to rely on this waiver in their related future
dealings.  Each party hereto further warrants and represents that it has
reviewed this waiver with its legal counsel and that it knowingly and
voluntarily waives its jury trial rights following consultation with legal
counsel.  THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED
EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AMENDED LOAN
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR
AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER.  In the event of litigation,
this Amended Loan Agreement may be filed as a written consent to a trial by the
court.

11.19    Confidentiality.

             Each Lender shall hold all non-public information obtained
pursuant to the requirements of this Amended Loan Agreement which has been
identified as confidential by Company in accordance with such Lender's
customary procedures for handling confidential information of this nature and
in accordance with safe and sound banking practices, it being understood and
agreed by each Credit Party that in any event a Lender may make disclosures
reasonably required by any bona fide assignee, transferee or participant in
connection with the contemplated assignment or transfer by such Lender of any
Loans or any participation therein or as required or requested by any govern-
mental agency or representative thereof or pursuant to legal process; provided
that, unless specifically prohibited by applicable law or court order, each
Lender shall notify Company of any request by any governmental agency or repre-
sentative thereof (other than any such request in connection with any examina-
tion of the financial condition of such Lender by such governmental agency) for
disclosure of any such non-public information prior to disclosure of such
information; and provided, further that in no event shall any Lender be
obligated or required to return any materials furnished by Company or any of
its Subsidiaries. 

11.20    Limitations on Transmission of Non-Public Information.  

             The Credit Parties, Agent, Collateral Agent and Lenders agree that
any Lender, by written notice to Company and Agent, may elect to receive only
Public Information.  Any such election shall constitute a waiver of such
Lender's rights to receive reports and other information under the provisions
of the Loan Documents, including the reporting covenants under this Amended
Loan Agreement.  The election by any Lender hereunder to receive only Public
Information may be revoked at any time by written notice to Company and Agent
and shall remain in full force and effect until notice of revocation has been
received by Company and Agent.  Notwithstanding anything in this Section 11.20
to the contrary, (i) Borrowers shall continue to forward to any Lender electing
to receive only Public Information Notices of Borrowing and Notices of
Issuance/Amendment at the same time such notices are forwarded to other
Lenders, provided that (x) any such Notice of Borrowing forwarded to Lenders
electing to receive only Public Information shall not contain the statements
set forth in clauses (i) through (vii) of the second paragraph of the form of
Notice of Borrowing and instead shall contain a certification indicating
whether the conditions to funding set forth in Section 4 of this Amended Loan
Agreement have or have not been satisfied and (y) any Notice of
Issuance/Amendment forwarded to Lenders electing to receive only Public
Information shall not contain the statements set forth in clauses (i) through
(vii) of the third paragraph of the form of Notice of Issuance/Amendment and
shall instead contain a certification indicating whether the conditions to
funding set forth in  Section 4 of this Amended Loan Agreement have or have not
been satisfied, (ii) Agent shall continue to forward to any Lender electing to
receive only Public Information (x) any statements or reconciliations regarding
outstanding Loans or Letters of Credit, interest or fee calculations or similar
matters which are forward to other Lenders, (y) notices of the existence of any
Event of Default or Potential Event of Default of which Agent has actual
knowledge which notice shall indicate only that an Event of Default or
Potential Event of Default exists (and not the reason therefor) and whether
such Event of Default or Potential Event of Default is a payment default under
Section 8.1 of this Amended Loan Agreement and (z) copies of (1) any effective
waivers, amendments or modifications of Loan Documents or (2) any supplementary
Loan Documents entered into after the date hereof, and (iii) Agent, at its
option, may from time to time, as deemed necessary or desirable by Agent in its
sole discretion, contact any Lender which has elected to receive only Public
Information and, with the consent of such Lender, forward information,
including non-public information, to such Lender; provided, however, that Agent
shall not incur any liability hereunder for failure to forward any of the items
described in clause (ii) hereof to the applicable Lenders or to otherwise
comply with provisions of this sentence, except to the extent such failure is
caused by Agent's gross negligence or wilful misconduct as determined in a
final proceeding by a court of competent jurisdiction.

11.21    Joint and Several Liability; Rights of Contribution. 

             The Borrowers shall have joint and several liability in respect of
all Obligations.  The Borrowers hereby acknowledge that this Amended Loan
Agreement is the independent and several obligation of each Borrower and may be
enforced against each Borrower separately, whether or not enforcement of any
right or remedy hereunder has been sought against the other Borrower.  Each
Borrower hereby expressly waives, with respect to any extension of credit made
to the other Borrower hereunder and any of the amounts owing hereunder by such
other Borrower in respect of such extension of credit (collectively, the "Other
Borrower Obligations"), diligence presentment, demand of payment, protest and
all notices whatsoever, and any requirement that the Agent or any Lender
exhaust any right, power or remedy or proceed against such other Borrower under
this Amended Loan Agreement or the Notes or any other agreement or instrument
referred to herein or therein, or against any other Person under any other
guarantee of, or security for, any of such Other Borrower Obligations.  The
Borrowers hereby agree, as between themselves, that if either Borrower (an
"Excess Funding Borrower") shall repay Obligations in excess of the portion of
the then outstanding Obligations which have arisen in respect of extensions of
credit the proceeds of which have been advanced to or for the benefit of the
Excess Funding Borrower, the other Borrower shall, on demand (but subject to
the next sentence hereof), pay to the Excess Funding Borrower an amount equal
to its respective relative shares of such excess (such relative shares to be
determined based upon the respective relative portion of the then outstanding
Obligations that have arisen in respect of extensions of credit the proceeds of
which have been advanced to or for the respective benefit of the other
Borrower).  The payment obligation of either Borrower to any Excess Funding
Borrower under this Section 11.21 shall be subordinate and subject in right of
payment to the prior payment in full of the Obligations of the other Borrower
under the other provisions of this Amended Loan Agreement and such Excess
Funding Borrower shall not exercise any right or remedy with respect to such
excess until payment and satisfaction in full of all such Obligations; in
addition, no Borrower shall be obligated to pay to the Excess Funding Borrower
an amount under this Section 11.21 greater than the amount which, when taken
together with the aggregate of the Obligations paid by it under this Amended
Loan Agreement and all other payments under this Section 11.21, would exceed
the portion of the then outstanding Obligations which have arisen in respect of
extensions of credit the proceeds of which have been advanced to or for the
benefit of such Borrower.

11.22    Counterparts; Effectiveness.

             This Amended Loan Agreement and any amendments, waivers, consents
or supplements hereto or in connection herewith may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed an original, but all
such counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and
attached to a single counterpart so that all signature pages are physically
attached to the same document.  This Amended Loan Agreement shall become
effective upon the execution of a counterpart hereof by each of the parties
hereto and receipt by Company and Agent of written or telephonic notification
of such execution and authorization of delivery thereof and the satisfaction of
waiver of the conditions set forth in subsection 4.1.  At the time of the
effectiveness of this Amended Loan Agreement, this Amended Loan Agreement shall
amend and restate the Existing Loan Agreement, all obligations of Borrowers
under the Existing Loan Agreement that have not been paid as of the Effective
Date shall become Obligations of Borrowers hereunder, and the commitments under
the Existing Loan Agreement shall terminate.

11.23    Waiver of Certain Existing Events of Default. At the time of the
effectiveness of this Amended Loan Agreement, all Events of Default described
in Schedule 11.23 shall be waived.
         
WITNESS the due execution hereof by the respective duly authorized
officers of the undersigned as of the date first written above.

                            BORROWERS:

                            CALTON, INC.


                            By:  /s/ Robert A. Fourniadis
                            Title: Senior Vice President


                            Notice Address:

                                 Calton, Inc.
                                 500 Craig Road
                                 Manalapan, NJ  07726
                                 Attention:  Robert A. Fourniadis


                            CALTON FUNDING, INC.


                            By:  /s/ Robert A. Fourniadis
                            Title: Senior Vice President


                            Notice Address:

                                 Calton Funding, Inc.
                                 500 Craig Road
                                 Manalapan, NJ  07726
                                 Attention:  Robert A. Fourniadis



                            GUARANTORS:

                            Calton California Equity Corp.
                            Calton Capital, Inc.
                            Calton Capital II, Inc.
                            Calton General, Inc.
                            Calton Homes, Inc.
                            Calton Homes of California, Inc.
                            Calton Homes of Florida, Inc.
                            Calton Homes of Pennsylvania, 
                              Inc.
                            Calton Homes of Pennsylvania at Pennway, Inc.
                            Calton Homes of Tampa, Inc.
                            Calton Lindenwood Corporation
                            Calton Manzanita Corporation
                            Calton Tamarack Corporation
                            Calcap Commercial Management,
                              Inc.
                            Calcap X, Inc.
                            Calcap XV, Inc.
                            Calcap XXXI, Inc.
                            Calcap XXXII, Inc.
                            Calcap XXXIII, Inc.
                            Calcap 36, Inc.
                            Calcap 42, Inc.
                            Calcap 48, Inc.
                            Calton Homes of Chicago, Inc.

                            Each by:  /s/ Robert A. Fourniadis
                            Title: President

                            Notice Address:

                            [Name of Guarantor]
                            500 Craig Road
                            Manalapan, NJ  07726
                            Attention:  Robert A. Fourniadis


                            Calton Homes Finance, Inc.   
                            Calton Homes Finance II, Inc.

                            Each by:  /s/ Robert A. Fourniadis
                            Title: Senior Vice President


                            Notice Address:

                            [Name of Guarantor]
                            500 Craig Road
                            Manalapan, NJ  07726
                            Attention:  Robert A. Fourniadis



                            Talcon Title Agency, L.P.

                            By:  Calton General, Inc.,
                                 its General Partner

                            By:  /s/ Robert A. Fourniadis
                            Title:  President


                            Notice Address:

                            Talcon Title Agency, L.P.
                            c/o Calton General, Inc.
                            500 Craig Road
                            Manalapan, NJ  07726
                            Attention:  Robert A. Fourniadis


                            Talpro 31, L.P.

                            By:  Calcap XXXI, Inc.,
                                 its General Partner

                            By:  /s/ Robert A. Fourniadis
                            Title:  President


                            Notice Address:

                            Talpro 31, L.P.
                            c/o Calcap XXXI, Inc.
                            500 Craig Road
                            Manalapan, NJ  07726
                            Attention:  Robert A. Fourniadis


                            Talpro 32, L.P.

                            By:  Calcap XXXII, Inc.,
                                 its General Partner

                            By:  /s/ Robert A. Fourniadis
                            Title: President


                            Notice Address:

                            Talpro 32, L.P.
                            c/o Calcap XXXII, Inc.
                            500 Craig Road
                            Manalapan, NJ  07726
                            Attention:  Robert A. Fourniadis


                            Talpro 33, L.P.

                            By:  Calcap XXXIII, Inc.,
                                 its General Partner

                            By:  /s/ Robert A. Fourniadis
                            Title: President


                            Notice Address;

                            Talpro 33, L.P.
                            c/o Calcap XXXIII, Inc.
                            500 Craig Road
                            Manalapan, NJ  07726
                            Attention:  Robert A. Fourniadis


                            Talpro 48, L.P.

                            By:  Calcap 48, Inc.,
                                 its General Partner

                            By:  /s/ Robert A. Fourniadis
                            Title: President


                            Notice Address:

                            Talpro 48, L.P.
                            c/o Calcap 48, Inc.
                            500 Craig Road
                            Manalapan, NJ  07726
                            Attention:  Robert A. Fourniadis



                            Talpro 36, L.P.

                            By:  Calcap 36, Inc.,
                                 its General Partner

                            By:  /s/ Robert A. Fourniadis
                            Title: President


                            Notice Address:

                            Talpro 36, L.P.
                            c/o Calcap 36, Inc.
                            500 Craig Road
                            Manalapan, NJ  07726
                            Attention:  Robert A. Fourniadis
                            LENDERS:

                            THE CHASE MANHATTAN BANK (formerly known as
                            Chemical Bank),
                            individually as a Lender and as Agent and
                            Collateral Agent

                            By:  /s/ Jane E. Orndahl
                            Title:  Vice President


                            Notice Address:

                                 The Chase Manhattan Bank
                                 270 Park Avenue
                                 30th Floor, Special Loan Group
                                 New York, New York 10017
                                 Attention:  Jane E. Orndahl

                            with a copy to:

                                 The Chase Manhattan Bank
                                 270 Park Avenue
                                 39th Floor, Legal Department
                                 New York, New York  10017
                                 Attention:  E. Lee Smith, Esq.



                            KLEINWORT BENSON LIMITED,
                            as a Lender


                            By:  /s/ Iain Leigh
                            Title:  Senior Vice President


                            Notice Address:

                                 Kleinwort Benson Limited
                                 c/o Dresdner Kleinwort Benson North America
                                 LLC
                                 75 Wall Street
                                 New York, New York 10005
                                 Attention:  Anne L.C. Weiss


                            FOOTHILL CAPITAL CORPORATION,
                            as a Lender

                            By:  /s/ Karen S. Sandler
                            Title:  Vice President

                            Notice Address:
                                 Foothill Capital Corporation,
                                 11111 Santa Monica Boulevard - 15th Floor
                                 Los Angeles, CA 90025
                                 Attention: Karen S. Sandler

                            GOLDMAN SACHS CREDIT PARTNERS (formerly known as
                            Pearl Street, L.P.), as a Lender


                            By:  /s/ John E. Urban
                            Title:  Authorized Signature



                            Notice Address:

                                 Goldman Sachs Credit Partners, L.P.
                                 85 Broad Street - 26th Floor
                                 New York, New York 10004
                                 Attention:  Ms. Marnie Gordon
                                             Mr. Stephen Golden
                                 



                                                                               





                          SECOND AMENDED AND RESTATED
                          LOAN AND SECURITY AGREEMENT


                               TABLE OF CONTENTS

                                                                           Page

                                  SECTION 1.
                                  DEFINITIONS . . . . . . . . . . . . . . .   
        1.1    Certain Defined Terms. . . . . . . . . . . . . . . . . . . .   
        1.2    Accounting Terms; Utilization of GAAP for Purposes of
               Calculations Under Agreement . . . . . . . . . . . . . . . .  
        1.3    Other Definitional Provisions. . . . . . . . . . . . . . . .  

                                  SECTION 2.
               AMOUNTS AND TERMS OF LOANS AND LETTERS OF CREDIT . . . . . .  
        2.1    Commitments; Revolving Loans . . . . . . . . . . . . . . . .  
               A. Commitments . . . . . . . . . . . . . . . . . . . . . . .  
               B. Borrowing Mechanics . . . . . . . . . . . . . . . . . . .  
               C. Disbursement of Funds . . . . . . . . . . . . . . . . . .  
               D. Revolving Notes . . . . . . . . . . . . . . . . . . . . .  
               E. Conversion of Existing Tranche A Loans and Existing
                  Tranche B Loans into Tranche A Loans and Tranche B
                  Loans . . . . . . . . . . . . . . . . . . . . . . . . . .  
               F. Extension of Scheduled Expiry Date. . . . . . . . . . . .  
        2.2    Interest on the Loans. . . . . . . . . . . . . . . . . . . .  
               A. Rate of Interest. . . . . . . . . . . . . . . . . . . . .  
               B. Interest Payments . . . . . . . . . . . . . . . . . . . .  
               C. Post Maturity Interest. . . . . . . . . . . . . . . . . .  
               D. Computation of Interest . . . . . . . . . . . . . . . . .  
        2.3    Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
               A. Commitment Fees . . . . . . . . . . . . . . . . . . . . .  
               B. Letter of Credit Fees . . . . . . . . . . . . . . . . . .  
               C. Restructure Fees. . . . . . . . . . . . . . . . . . . . .  
               D. Other Fees. . . . . . . . . . . . . . . . . . . . . . . .  
        2.4    Prepayments; Reductions in Commitments; General
               Provisions Regarding Payments. . . . . . . . . . . . . . . .  
               A. Voluntary Prepayments . . . . . . . . . . . . . . . . . .  
               B. Voluntary Reductions of Commitments . . . . . . . . . . .  
               C. Mandatory Reductions of Commitments . . . . . . . . . . .  
               D. Mandatory Prepayments Due to Reductions or
                  Restrictions of Commitments; Restrictions of
                  Borrowing Base; Cash Collateral Restrictions. . . . . . .  
               E. Repayment at Maturity . . . . . . . . . . . . . . . . . .  
               F. Application of Certain Prepayments; Reductions of
                  Commitments . . . . . . . . . . . . . . . . . . . . . . .  
               G. General Provisions Regarding Payments . . . . . . . . . .  
        2.5    Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . .  
               A. Loans . . . . . . . . . . . . . . . . . . . . . . . . . .  
               B. Letters of Credit . . . . . . . . . . . . . . . . . . . .  
               C. Margin Regulations. . . . . . . . . . . . . . . . . . . .  
               D. Benefits to Guarantors. . . . . . . . . . . . . . . . . .  
        2.6    Increased Costs; Taxes; Capital Adequacy . . . . . . . . . .  
               A. Compensation for Increased Costs and Taxes. . . . . . . .  
               B. Withholding of Taxes. . . . . . . . . . . . . . . . . . .  
               C. Capital Adequacy Adjustment . . . . . . . . . . . . . . .  
               D. Lenders' Obligation to Mitigate . . . . . . . . . . . . .  
               E. Issuing Lender. . . . . . . . . . . . . . . . . . . . . .  
        2.7    [Omitted]. . . . . . . . . . . . . . . . . . . . . . . . . .  
        2.8    Letters of Credit. . . . . . . . . . . . . . . . . . . . . .  
               A. Letters of Credit . . . . . . . . . . . . . . . . . . . .  
               B. Notice of Issuance. . . . . . . . . . . . . . . . . . . .  
               C. Payment of Amounts Drawn Under Letter of Credit . . . . .  
               D. Payment by Lenders. . . . . . . . . . . . . . . . . . . .  
               E. Obligations Absolute. . . . . . . . . . . . . . . . . . .  
               F. Indemnification; Nature of Issuing Lender's Duties. . . .  
               G. Existing Letters of Credit. . . . . . . . . . . . . . . .  

Section 3.        GUARANTY; SECURITY INTERESTS. . . . . . . . . . . . . . .  
        3.1    Guaranty . . . . . . . . . . . . . . . . . . . . . . . . . .  
        3.2    Security for Obligations . . . . . . . . . . . . . . . . . .  
               A. Borrower Security . . . . . . . . . . . . . . . . . . . .  
               B. Security for Guaranties . . . . . . . . . . . . . . . . .  
               C. Cash Collateral . . . . . . . . . . . . . . . . . . . . .  
               D. Real Estate . . . . . . . . . . . . . . . . . . . . . . .  
               E. Further Assurances Regarding Security; Additional
                  Security; Addition of New Guarantors. . . . . . . . . . .  

Section 4.     CONDITIONS TO EFFECTIVENESS; CONDITIONS TO LOANS AND
               LETTERS OF CREDIT. . . . . . . . . . . . . . . . . . . . . .  
        4.1    Conditions to Effectiveness. . . . . . . . . . . . . . . . .  
               A. Credit Party Documents. . . . . . . . . . . . . . . . . .  
               B. Opinions of Credit Parties' Counsel . . . . . . . . . . .  
               C. [Omitted]  . . . . . . . . . . . . . . . . .  . . . . . .  
               D. [Omitted]  . . . . . . . . . . . . . . . . . . . . . . . .  
               E. [Omitted]  . . . . . . . . . . . . . . . . . . . . . . . .  
               F. Reduction in Principal amount of Existing Loans . . . . .  
               G. No Material Adverse Effect. . . . . . . . . . . . . . . .  
               H. Representations and Warranties; Performance of
                  Agreements. . . . . . . . . . . . . . . . . . . . . . . .  
               I. Insurance . . . . . . . . . . . . . . . . . . . . . . . .  
               J. Borrowing Base Certificate. . . . . . . . . . . . . . . .  
               K. Corporate and Capital Structure . . . . . . . . . . . . .  
               M. Payment of Fees and Expenses. . . . . . . . . . . . . . .  
               N. Completion of Other Proceedings . . . . . . . . . . . . .  
        4.2    Conditions to Letters of Credit. . . . . . . . . . . . . . .  
        4.3    Conditions to All Loans. . . . . . . . . . . . . . . . . . .  

Section 5.     CREDIT PARTIES' REPRESENTATIONS AND WARRANTIES . . . . . . .  
        5.1    Corporate Existence and Qualifications; Compliance with
               Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
        5.2    Executive Offices. . . . . . . . . . . . . . . . . . . . . .  
        5.3    Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . .  
        5.4    Conduct of Business. . . . . . . . . . . . . . . . . . . . .  
        5.5    Authorization of Borrowing, etc. . . . . . . . . . . . . . .  
               A. Authorization of Borrowing. . . . . . . . . . . . . . . .  
               B. No Conflict . . . . . . . . . . . . . . . . . . . . . . .  
               C. Governmental Consents . . . . . . . . . . . . . . . . . .  
               D. Binding Obligation. . . . . . . . . . . . . . . . . . . .  
        5.6    Financial Condition. . . . . . . . . . . . . . . . . . . . .  
        5.7    No Material Adverse Change; No Restricted Junior
               Payments . . . . . . . . . . . . . . . . . . . . . . . . . .  
        5.8    Title to Properties; Liens . . . . . . . . . . . . . . . . .  
        5.9    Litigation; Adverse Facts. . . . . . . . . . . . . . . . . .  
        5.10   Payment of Taxes . . . . . . . . . . . . . . . . . . . . . .  
        5.11   Performance of Agreements; Materially Adverse Agreements . .  
        5.12   Governmental Regulation. . . . . . . . . . . . . . . . . . .  
        5.13   Securities Activities. . . . . . . . . . . . . . . . . . . .  
        5.14   Employee Benefit Plans . . . . . . . . . . . . . . . . . . .  
        5.15   Certain Fees . . . . . . . . . . . . . . . . . . . . . . . .  
        5.16   Environmental Protection . . . . . . . . . . . . . . . . . .  
        5.17   Employee Matters . . . . . . . . . . . . . . . . . . . . . .  
        5.18   Outstanding Stock. . . . . . . . . . . . . . . . . . . . . .  
        5.19   Insurance Policies . . . . . . . . . . . . . . . . . . . . .  
        5.20   Schedule of Deposit Accounts . . . . . . . . . . . . . . . .  
        5.21   Solvency . . . . . . . . . . . . . . . . . . . . . . . . . .  
        5.22   Mortgaged Properties . . . . . . . . . . . . . . . . . . . .  
        5.23   Disclosure . . . . . . . . . . . . . . . . . . . . . . . . .  
        5.24   Financial Condition of Certain Subsidiaries. . . . . . . . .  
        5.25   Survival of Rights Created under Existing Loan Agreement . .  

Section 6.     CREDIT PARTIES' AFFIRMATIVE COVENANTS. . . . . . . . . . . .  
        6.1    Financial Statements and Other Reports . . . . . . . . . . .  
        6.2    Corporate Existence, etc.. . . . . . . . . . . . . . . . . .  
        6.3    Payment of Taxes and Claims; Tax Consolidation . . . . . . .  
        6.4    Maintenance of Properties; Insurance . . . . . . . . . . . .  
        6.5    Inspection; Lender Meeting . . . . . . . . . . . . . . . . .  
        6.6    Compliance with Laws, etc. . . . . . . . . . . . . . . . . .  
        6.7    Environmental Disclosure and Inspection. . . . . . . . . . .  
        6.8    Credit Parties' Remedial Action Regarding Hazardous
               Materials. . . . . . . . . . . . . . . . . . . . . . . . . .  
        6.9    Environmental Indemnity. . . . . . . . . . . . . . . . . . .  
        6.10   Security for Obligations . . . . . . . . . . . . . . . . . .  
        6.11   [omitted]. . . . . . . . . . . . . . . . . . . . . . . . . .  
        6.12   Dissolution of Certain Subsidiaries. . . . . . . . . . . . .  
        6.13   Other Land and Sale Options. . . . . . . . . . . . . . . . .  
        6.14   Post-Closing Matters . . . . . . . . . . . . . . . . . . . .  

Section 7.     CREDIT PARTIES' NEGATIVE COVENANTS . . . . . . . . . . . . .  
        7.1    Indebtedness . . . . . . . . . . . . . . . . . . . . . . . .  
        7.2    Liens and Related Matters. . . . . . . . . . . . . . . . . .  
               A. Prohibition on Liens. . . . . . . . . . . . . . . . . . .  
               B. No Further Negative Pledges . . . . . . . . . . . . . . .  
               C. No Restrictions on Subsidiary Distributions to
                  Company or Other Subsidiaries . . . . . . . . . . . . . .  
        7.3    Investments; Joint Ventures. . . . . . . . . . . . . . . . .  
        7.4    Contingent Obligations . . . . . . . . . . . . . . . . . . .  
        7.5    Restricted Junior Payments . . . . . . . . . . . . . . . . .  
        7.6    Financial Covenants. . . . . . . . . . . . . . . . . . . . .  
               A. Minimum Consolidated Adjusted EBITDA. . . . . . . . . . .  
               B. Minimum Consolidated Adjusted Tangible Net Worth. . . . .  
               C. Minimum Consolidated Interest Expense Coverage Ratio. . .  
        7.7    Restriction on Fundamental Changes; Asset Sales. . . . . . .  
        7.8    Certain Expenditure Limits . . . . . . . . . . . . . . . . .  
        7.9    Restriction on Leases. . . . . . . . . . . . . . . . . . . .  
        7.10   Sales and Lease-Backs. . . . . . . . . . . . . . . . . . . .  
        7.11   Transactions with Shareholders and Affiliates. . . . . . . .  
        7.12   Disposal of Subsidiary Stock . . . . . . . . . . . . . . . .  
        7.13   Conduct of Business. . . . . . . . . . . . . . . . . . . . .  
        7.14   [intentionally omitted]. . . . . . . . . . . . . . . . . . .  
        7.15   Fiscal Year. . . . . . . . . . . . . . . . . . . . . . . . .  
        7.16   Restrictions On Purchase of Environmentally Contaminated
               Property . . . . . . . . . . . . . . . . . . . . . . . . . .  

Section 8.     EVENTS OF DEFAULT. . . . . . . . . . . . . . . . . . . . . .  
        8.1    Failure to Make Payments When Due. . . . . . . . . . . . . .  
        8.2    Default in Other Agreements. . . . . . . . . . . . . . . . .  
        8.3    Breach of Certain Covenants. . . . . . . . . . . . . . . . . 
        8.4    Breach of Warranty . . . . . . . . . . . . . . . . . . . . . 
        8.5    Other Defaults Under Loan Documents. . . . . . . . . . . . . 
        8.6    Involuntary Bankruptcy; Appointment of Receiver, etc.. . . . 
        8.7    Voluntary Bankruptcy; Appointment of Receiver, etc.. . . . . 
        8.8    Judgments and Attachments. . . . . . . . . . . . . . . . . . 
        8.9    Dissolution. . . . . . . . . . . . . . . . . . . . . . . . . 
        8.10   Employee Benefit Plans . . . . . . . . . . . . . . . . . . . 
        8.11   Material Adverse Effect. . . . . . . . . . . . . . . . . . . 
        8.12   Change in Control. . . . . . . . . . . . . . . . . . . . . . 
        8.13   Invalidity of Guaranty Agreement . . . . . . . . . . . . . . 
        8.14   Failure of Security. . . . . . . . . . . . . . . . . . . . . 

Section 9.     AGENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . 
        9.1    Appointment. . . . . . . . . . . . . . . . . . . . . . . . . 
        9.2    Powers; General Immunity . . . . . . . . . . . . . . . . . . 
               A. Duties Specified. . . . . . . . . . . . . . . . . . . . . 
               B. No Responsibility for Certain Matters . . . . . . . . . . 
               C. Exculpatory Provisions. . . . . . . . . . . . . . . . . . 
               D. Agent Entitled to Act as Lender . . . . . . . . . . . . . 
        9.3    Representations and Warranties; No Responsibility For
               Appraisal of Creditworthiness. . . . . . . . . . . . . . . . 
        9.4    Right to Indemnity . . . . . . . . . . . . . . . . . . . . . 
        9.5    Successor Agent. . . . . . . . . . . . . . . . . . . . . . . 

Section 10.    COLLATERAL AGENT . . . . . . . . . . . . . . . . . . . . . . 
        10.1   Appointment. . . . . . . . . . . . . . . . . . . . . . . . . 
        10.2   Powers; General Immunity . . . . . . . . . . . . . . . . . . 
               A. Duties Specified. . . . . . . . . . . . . . . . . . . . . 
               B. No Responsibility for Certain Matters . . . . . . . . . . 
               C. Exculpatory Provisions. . . . . . . . . . . . . . . . . . 
               D. Collateral Agent Entitled to Act as Lender. . . . . . . . 
        10.3   Right to Indemnity . . . . . . . . . . . . . . . . . . . . . 
        10.4   Successor Collateral Agent . . . . . . . . . . . . . . . . . 
        10.5   Collateral Agent; Security Documents . . . . . . . . . . . . 

Section 11.    MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . 
        11.1   Assignments and Participations in Loans and Notes. . . . . . 
               A. General . . . . . . . . . . . . . . . . . . . . . . . . . 
               B. Assignments . . . . . . . . . . . . . . . . . . . . . . . 
               C. Participations. . . . . . . . . . . . . . . . . . . . . . 
               D. Eligibility as Tranche A Lender or Tranche B Lender;
                  Conversion among Tranches . . . . . . . . . . . . . . . . 
               E. Information . . . . . . . . . . . . . . . . . . . . . . . 
        11.2   Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 
        11.3   Indemnity. . . . . . . . . . . . . . . . . . . . . . . . . . 
        11.4   Set Off. . . . . . . . . . . . . . . . . . . . . . . . . . . 
        11.5   Sharing of Payments. . . . . . . . . . . . . . . . . . . . . 
        11.6   Amendments and Waivers; Instructions to Agent and
               Collateral Agent . . . . . . . . . . . . . . . . . . . . . . 
               A. Amendments and Waivers. . . . . . . . . . . . . . . . . . 
               B. Instructions to Agent and Collateral Agent. . . . . . . . 
        11.7   Independence of Covenants. . . . . . . . . . . . . . . . . . 
        11.8   Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . 
        11.9   Survival of Representations, Warranties and Agreements . . . 
        11.10  Failure or Indulgence Not Waiver; Remedies Cumulative. . . . 
        11.11  Marshalling; Payments Set Aside. . . . . . . . . . . . . . . 
        11.12  Severability . . . . . . . . . . . . . . . . . . . . . . . . 
        11.13  Obligations Several; Independent Nature of Lenders'
               Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . 
        11.14  Headings . . . . . . . . . . . . . . . . . . . . . . . . . . 
        11.15  Applicable Law . . . . . . . . . . . . . . . . . . . . . . . 
        11.16  Successors and Assigns . . . . . . . . . . . . . . . . . . . 
        11.17  Consent to Jurisdiction and Service of Process . . . . . . . 
        11.18  Waiver of Jury Trial . . . . . . . . . . . . . . . . . . . . 
        11.19  Confidentiality. . . . . . . . . . . . . . . . . . . . . . . 
        11.20  Limitations on Transmission of Non-Public Information. . . . 
        11.21  Joint and Several Liability; Rights of Contribution. . . . . 
        11.22  Counterparts; Effectiveness. . . . . . . . . . . . . . . . . 
        11.23  Waiver of Certain Existing Events of Default . . . . . . . . 

                                   EXHIBITS

Exhibit A      Form of Revolving Note
Exhibit B      [Omitted]
Exhibit C      Form of Assignment and Assumption
Exhibit D      Form of Auditor's Letter
Exhibit E      [Omitted]
Exhibit F      [Omitted]
Exhibit G      Form of Borrowing Base Certificate
Exhibit H      Form of Compliance Certificate
Exhibit I      Form of Acknowledgement and Confirmation
Exhibit J      [Omitted]
Exhibit K      Form of Intercompany Note
Exhibit L      [Omitted]
Exhibit M      Form of Notice of Borrowing
Exhibit N      Form of General Release
Exhibit O      Form of Notice of Issuance/Amendment
Exhibit P      [Omitted]
Exhibit Q      [Omitted]
Exhibit R      Form of Opinion of Credit Parties' Counsel
Exhibit S      [Omitted]
Exhibit T      [Omitted]
Exhibit U      Form of Consent to Jurisdiction and Service of Process

                                   SCHEDULES


Schedule 2.1           Tranche A Lenders; Tranche B Lenders; Commitments; Pro
                       Rata Shares; Existing Loans
Schedule 5.1(a)        States of Organization
Schedule 5.2           Executive Offices
Schedule 5.3           Subsidiaries
Schedule 5.8           Permitted Encumbrances
Schedule 5.9           Litigation
Schedule 5.16          Compliance with Environmental Laws
Schedule 5.18          Beneficial Owners
Schedule 5.19          Insurance Policies
Schedule 5.20          Deposit Accounts
Schedule 5.22          Location of Mortgage Filings
Schedule 6.14          Post Closing Matters
Schedule 7.1           Indebtedness
Schedule 7.3(iv)       Investments
Schedule 7.4           Contingent Obligations
Schedule 7.13          Conduct of Business
Schedule 11.23         Existing Events of Default