CROSSMANN COMMUNITIES INC, 10-Q, 1999-08-13

CROSSMANN COMMUNITIES INC
10-Q, 1999-08-13
OPERATIVE BUILDERS

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Securities and Exchange Commission
Washington D.C. 20549

FORM 10-Q

[ X ] Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934 For the Period Ended June 30, 1999.

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

Commission file number 0-22562

<TABLE>

CROSSMANN COMMUNITIES, INC.

<S> <C>

INDIANA 35-1880120
- ---------------------------------------- ---------------------------
(State of incorporation) (I.R.S. Identification No.)
9210 NORTH MERIDIAN STREET
INDIANAPOLIS, IN 46260
- ---------------------------------------- ---------------------------
(Address of principal executive offices) (Zip Code)
(317) 843-9514
- ----------------------------------------
(Telephone number)
</TABLE>

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

There were 11,591,132 Common shares outstanding as of August 13, 1999.

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

INDEX

Part I. Financial Information.

Item 1. Financial Statements.

Consolidated balance sheets as of June 30, 1999 (unaudited) and December 31,
1998.

Consolidated unaudited statements of income for the Three Months Ended June
30, 1999 and 1998, and for the Six Months ended June 30, 1999 and 1998.

Consolidated unaudited statements of cash flows for the six
months ended June 30, 1999 and 1998.

Notes to consolidated unaudited financial statements for the
six months ended June 30, 1999 and 1998.

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

Part II. Other Information

Item 1. Legal Proceedings.

Item 2. Changes in Securities.

Item 3. Defaults upon Senior Securities.

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

Item 5. Other Information.

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

Signatures.

<PAGE>
PART I. FINANCIAL INFORMATION.

Item 1. Financial Statements

<TABLE>

CROSSMANN COMMUNITIES, INC.
AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

JUNE 30, 1999 DECEMBER 31, 1998
--------------- ------------------
(UNAUDITED)
---------------
ASSETS
Cash and cash equivalents $ 4,616,342 $ 18,011,456
Retainages 1,853,056 1,115,617
Real estate inventories 266,773,998 214,197,844
Furniture and equipment, net 4,842,356 3,964,369
Investments in joint ventures 22,314,740 17,720,878
Goodwill, net 17,802,461 15,395,896
Other assets 16,560,008 13,387,755
--------------- ------------------
Total assets $ 334,762,961 $ 283,793,815
=============== ==================

LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and other liabilities $ 30,425,024 $ 32,290,172
Notes payable 140,834,613 101,222,955
--------------- ------------------
Total liabilities 171,259,637 133,513,127

Commitments and contingencies

Shareholders' equity:
Common shares 65,504,773 65,154,710
Retained earnings 97,998,551 85,125,978
--------------- ------------------
Total shareholders' equity 163,503,324 150,280,688
--------------- ------------------
Total liabilities and shareholders' equity $ 334,762,961 $ 283,793,815
=============== ==================
<FN>

See accompanying notes.
</TABLE>

<TABLE>

CROSSMANN COMMUNITIES, INC.
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,

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

Sales of residential real estate $136,241,679 $91,226,487 $226,657,752 $147,549,729
Cost of residential real estate sold 108,321,213 72,171,510 180,637,503 116,699,067
------------- ------------ ------------- -------------
Gross profit 27,920,466 19,054,977 46,020,249 30,850,662

Selling, general and
administrative 14,419,824 10,876,479 25,886,129 18,734,943
------------- ------------ ------------- -------------
Income from operations 13,500,642 8,178,498 20,134,120 12,115,719

Other income, net 1,753,825 984,307 2,320,092 1,503,018
Interest expense (548,108) (398,267) (1,023,708) (614,383)
------------- ------------ ------------- -------------
1,205,717 586,040 1,296,384 888,635
------------- ------------ ------------- -------------

Income before income taxes 14,706,359 8,764,538 21,430,504 13,004,354
Income taxes 5,868,107 3,461,949 8,557,931 5,152,582
------------- ------------ ------------- -------------
Net income $ 8,838,252 $ 5,302,589 $ 12,872,573 $ 7,851,772
============= ============ ============= =============

Weighted average number of
common shares outstanding:
Basic 11,568,358 11,242,535 11,556,137 11,180,543
Diluted 11,812,638 11,489,251 11,788,531 11,417,926
============= ============ ============= =============
Net income per common share:
Basic $ .76 $ .47 $ 1.11 $ .70
Diluted $ .75 $ .46 $ 1.09 $ .69
============= ============ ============= =============
<FN>

See accompanying notes.
</TABLE>

<TABLE>

CROSSMANN COMMUNITIES, INC.
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

SIX MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
---------------- ----------------
1999 1998
---------------- ----------------
OPERATING ACTIVITIES:
Net Income $ 12,872,573 $ 7,851,772
Adjustments to reconcile net income to net cash
flows from operating activities:
Depreciation 676,011 307,050
Amortization 364,603 105,848
Gain on sale of equipment -0- -0-
Cash provided (used) by changes in:
Retainages (737,439) (596,657)
Amounts due from related parties (324,599) 60,558
Real estate inventories (43,804,306) (23,564,263)
Other assets (2,883,028) (270,700)
Accounts payable (2,087,903) (5,828,685)
Amounts due to related parties -0- -0-
Accrued expenses and other liabilities (588,968) 5,561,656
---------------- ----------------
Net cash flows from operating activities (36,513,056) (16,273,421)

INVESTING ACTIVITIES:
Purchases of furniture and equipment (1,410,226) (380,795)
Proceeds from disposition of furniture and equipment -0- -0-
Investments in joint ventures (4,593,862) (2,987,495)
Business acquisitions (4,363,760) (9,669,888)
---------------- ----------------
Net cash used by investing activities (10,367,848) (13,038,178)

FINANCING ACTIVITIES:
Proceeds from bank borrowing 128,641,879 89,977,946
Principal payments on bank borrowing (94,817,000) (105,847,000)
Proceeds from issue of senior notes -0- 50,000,000
Payments on notes and long-term debt (689,152) -0-
Proceeds from sale of common shares 350,063 296,249
---------------- ----------------
Net cash provided by financing activities 33,485,790 34,427,195
---------------- ----------------

Net increase in cash and cash equivalents (13,395,114) 5,115,596
Cash and cash equivalents at beginning of period 18,011,456 5,526,138
---------------- ----------------
Cash and cash equivalents at end of period $ 4,616,342 $ 10,641,734
================ ================
<FN>

See accompanying notes.
</TABLE>

CROSSMANN COMMUNITIES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

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

2. ACQUISITIONS
On June 18, 1999, Crossmann entered the Raleigh, North Carolina market by
acquiring the assets of Homes by Huff & Co., Inc. ("Huff") for approximately
$4.8 million in cash and the assumption of approximately $6.5 million in debt.
The excess of cost over estimated fair value of assets acquired and
liabilities assumed was approximately $2.8 million.

This acquisition has been accounted for under the purchase method of
accounting and the allocation of the purchase price to assets acquired and
liabilities assumed is based upon preliminary estimates of fair value. The
acquisition was not material to the financial position, results of
operations, or cash flows of the Company; therefore, pro forma information has
not been presented.

3. JOINT VENTURES
The Company has entered into joint ventures with various real estate
developers and owns 50% or less in each venture. These joint ventures are
accounted for using the equity method. At June 30, 1999, investments in and
advances to these joint ventures totaled approximately $22.3 million, compared
to approximately $17.7 million at December 31, 1998.

4. CREDIT ARRANGEMENTS
On June 11, 1999, the Company amended the credit agreement with its commercial
bank group, increasing the size of its credit facility from $80.0 million to
$100.0 million. At June 30, 1999, $73.5 million was outstanding on this
facility.

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

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

The Company's business is subject to weather-related seasonal factors that can
affect quarter-to-quarter results of operations. Adverse weather conditions
during the first and second quarters of the year usually restrict site
development work, and construction limitations generally result in fewer
closings during this period. Results of operation during the first half of
the year also tend to reflect increased costs associated with adverse weather.

RESULTS OF OPERATION: THREE MONTHS ENDED JUNE 30, 1999 COMPARED TO THE THREE
MONTHS ENDED JUNE 30, 1998.

Sales increased approximately $45.0 million, or 49.3%, to approximately $136.2
million in the second quarter of 1999 from approximately $91.2 million for the
same period in 1998. Sales were higher primarily as a result of increased
home closings; 1,165 homes were closed in the second quarter of 1999 compared
to 812 homes closed during the second quarter of 1998. Part of the increase
in closings is attributable to Crossmann's presence in new markets:

<TABLE>

Closings in Closings in
second quarter second quarter
-------------- --------------
City Entered in 1999 1998
- ------------------------ ---------- -------------- --------------
Raleigh June 1999 9 -0-
Charlotte April 1998 60 -0-
Nashville July 1998 17 -0-
Myrtle Beach June 1998 107 27
-------------- --------------

New market increase 193 27 614.8%
All other markets 972 785 23.8%
</TABLE>

Excluding the new markets, the Company closed 187 more units in the second
quarter of 1999 than in the second quarter of 1998, an increase of 23.8%.

Gross profit increased approximately $8.9 million, or 46.5%, to approximately
$27.9 million for the second quarter of 1999 from approximately $19.1 million
for the second quarter of 1998. This represents a gross margin of 20.5% of
sales in the second quarter of 1999 as compared to 20.9% of sales in the
second quarter of 1998. The lower margin in 1999 is due in part to increased
use of financing assistance programs in 1999 compared to 1998 and to higher
indirect field costs and interest incurred to achieve the higher production
level. Some commodity prices were higher in the quarter, but, in general,
these costs were offset by increased prices to the consumer.

Selling, general and administrative expenses increased approximately $3.5
million, or 32.5%, to approximately $14.4 million for the second quarter of
1999 from approximately $10.9 million for the second quarter of 1998. This
increase is principally increased sales commissions on the higher sales
volume. It also reflects increased overhead incurred to achieve higher
production. Selling, general and administrative expenses declined as a
percentage of sales to 10.6% in the second quarter of 1999 from 11.9% in the
second quarter of 1998.

Income before income taxes increased approximately $5.9 million, or 67.8%,
to approximately $14.7 million. The Company's effective tax rate was 39.9% in
the second quarter of 1999 as compared to 39.5% in the second quarter of 1998.
Net income increased approximately $3.5 million, or 66.7%, to approximately
$8.8 million. Net income as a percentage of sales increased to 6.5% in the
second quarter of 1999, compared to 5.8% in the second quarter of 1998.

RESULTS OF OPERATION: SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO THE SIX
MONTHS ENDED JUNE 30, 1998.

Sales increased approximately $79.1 million, or 53.6%, to approximately $226.7
million for the six months ended June 30, 1999 from approximately $147.5
million for the six months ended June 30, 1998. Sales were higher primarily
as a result of increased home closings; 1,938 homes were closed in the six
months ended June 30, 1999, compared to 1,291 homes closed during the six
months ended June 30,1998. Selling prices were also higher, approximately
$117,000 per home for the six months ended June 30, 1999 as compared to
approximately $114,300 during the same period in 1998. Part of the increase
in closings is attributable to Crossmann's presence in new markets:

<TABLE>

Closings in Closings in
second quarter second quarter
-------------- --------------
City Entered in 1999 1998
- ------------------------ ---------- -------------- --------------
Raleigh June 1999 9 -0-
Charlotte April 1998 80 -0-
Nashville July 1998 23 -0-
Myrtle Beach June 1998 178 27
-------------- --------------

New market increase 290 27 974.1%
All other markets 1,648 1,264 30.4%
</TABLE>

Excluding these new markets, the Company closed 384 more units in 1999 than in
1998, an increase of 30.4%.

Gross profit increased approximately $15.2 million, or 49.2%, to approximately
$46.0 million. This represents a gross margin of 20.3% of sales in the first
six months of 1999 as compared to 20.9% of sales in the first six months of
1998. The lower margin in 1999 is due in part to increased use of financing
assistance programs in 1999 compared to 1998 and to higher indirect field
costs and interest incurred to achieve the higher production level. Some
commodity prices were higher in the quarter, but, in general, these costs were
offset by increased prices to the consumer.

Selling, general and administrative expenses increased approximately $7.2
million , or 38.2% , to approximately $25.9 million. This increase is
principally increased sales commissions on the higher sales volume. Crossmann
also incurred higher advertising and administrative expenses associated with
the higher level of production and required by the Company's new divisions.
Selling, general and administrative expenses as a percentage of sales declined
to 11.4% in the first six months of 1999, compared to 12.7% in the first six
months of 1998.

Income before income taxes increased approximately $8.4 million, or 64.8%, to
approximately $21.4 million. The Company's effective tax rate was 39.9% in
the first six months of 1999 as compared to 39.6% in the first six months of
1998. Net income increased approximately $5.0 million, or 64.0%, to
approximately $12.9 million. Net income as a percentage of sales increased to
5.7% in 1999, up from 5.3% in 1998.

CHANGES IN FINANCIAL POSITION

Inventory
Real estate inventories increased approximately $52.6 million, or 24.5%, from
their December 31, 1998 level. Expansion in inventory during the first half
of the year is a normal seasonal trend. Winter and spring weather slows
closings but does not prevent work on houses under construction from
continuing. Therefore, investment in inventory generally grows during the
first half of the year. Inventories also increased due to the acquisition of
Huff on June 18, 1999.

Goodwill
Goodwill increased approximately $2.4 million or 15.6% during the first half
of 1999 due primarily to the acquisition of Huff.

Notes Payable
Notes payable increased approximately $39.6 million during the first six
months of 1999 as borrowings were used to finance real estate inventories,
acquisitions, and joint venture investments.

CAPITAL RESOURCES AND LIQUIDITY

At June 30, 1999, the Company had approximately $4.6 million in cash and cash
equivalents.

The Company's primary uses of capital are home construction costs and the
purchase and development of land. Real estate inventories were approximately
$266.8 million, or 79.7% of total assets, at June 30, 1999, compared to $214.2
million or 75.5% of total assets at December 31, 1998. Capital is also used
for the addition and improvement of equipment used in administering the
business and for model home furnishings.

Cash expenditures are financed with cash from operations and with borrowings
on a $100.0 million unsecured line of credit, with Bank One, Indiana, N.A. as
agent. The line of credit bears interest at the banks's prime lending rate,
but permits portions of the outstanding balance to be committed for fixed
periods of time at a rate equal to LIBOR plus 1.45%. The credit facility
matures March 31, 2002. At June 30, 1999, $67.7 million was outstanding on
this line.

The Company also has approximately $66.7 million in senior notes outstanding.
Of this total, $16.7 million is payable through 2004 at a fixed interest rate
of 7.625%, payable quarterly. On December 21, 1999, the Company will make a
scheduled reduction in the outstanding principal balance of these notes of
$2,777,778. Crossmann has an additional $50.0 million in notes outstanding,
payable through 2008 at a fixed interest rate of 7.75%, payable quarterly.
Annual principal reductions of $8,333,334 begin June 11, 2003.

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

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

BACKLOG

A home is included in "backlog" upon execution of a sales contract by the
customer; sales and cost of sales are recognized when the title is transferred
and the home is delivered to the buyer at "closing." The Company generally
builds upon the execution of a sales contract by a customer and after approval
of financing, although it also builds a limited number of homes on
speculation. The standard sales contract used by the Company provides for an
earnest money deposit of $1,000. The contract usually includes a termination
provision under which the earnest money is refunded in the event that mortgage
financing is not available on terms specified in the contract, and may include
other contingencies. Cancellations by buyers with approved financing occur
infrequently.

Backlog at June 30, 1998 was 3,032 homes with an aggregate sales value of
approximately $359.1 million, compared to 2,234 homes with an aggregate sales
value of approximately $250.4 million at June 30, 1998. The increase in the
number of homes in backlog is approximately 35.7%. Starting backlog was
higher, with 1,744 in backlog at January 1, 1999, compared to 1,080 at January
1, 1998. New orders in the first half of 1999 were higher as well: 3,226
contracts were written in the first half of 1999 as compared to 2,445 in 1998,
an increase of 31.9%. In addition, Crossmann acquired 66 homes in backlog
with its acquisition of Huff.

YEAR 2000 SYSTEM REQUIREMENTS

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

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

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

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

OTHER BUSINESS CONDITIONS

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

Interest Rates
Mortgage loan interest rates have climbed during the year. From their low of
approximately 6.74% in January , mortgage rates had climbed almost 100 basis
points by mid-July. The Company has experienced many such interest rate
changes in its history and responds to them by counseling customers from
fixed-rate instruments to adjustable-rate mortgage products. The Company may
also assist by contributing funds to lock in or buy down rates, thus
protecting the customer from significant interest rate fluctuation. These
measures impact margins slightly but secure the Company's backlog. These
strategies have been effective in the past; however, there is no assurance
that interest rates will not have a material adverse impact on the Company's
future business, financial condition, and results of operations.

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

PART II. OTHER INFORMATION

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

Item 1. Legal Proceedings.
Item 2. Changes in Securities.
Item 3. Defaults Upon Senior Securities.
Item 5. Other Information.

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

At the Company's annual meeting on May 26, 1999, there were represented either
in person or by proxy 9,771,515 shares of the Company's common shares,
representing 84.6% of the total common shares outstanding. At the meeting,
8,908,377, or 77.2%, of the shares present in person or by proxy voted in
favor of Richard H. Crosser and James C. Shook for re-election to the Board.
Additionally, 8,918,697, or 77.3%, of the common shares voted in favor of the
ratification of Deloitte & Touche LLP as the Company's independent auditors
for the year ending December 31, 1999, and 8,648,430, or 74.9%, voted in favor
of authorizing an additional 300,000 common shares available for issuance in
connection with Crossmann's employee stock option plan.

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

a) Exhibits

<S> <C>

Exhibit
Number Description of Exhibit
3.1 Amended and restated Articles of Incorporation of Crossmann Communities, Inc.
(Incorporated by reference to Exhibit 3.1 to Form S-1 Registration Statement No. 33-
68396.)
3.2 Bylaws of Crossmann Communities, Inc. (Incorporated by reference to Exhibit 3.2
to Form S-1 Registration Statement No. 33-68396.)
4.1 Specimen Share Certificate for Common Shares. (Incorporated by reference to
Exhibit 2.9 to Form S-1 Registration Statement No. 33-68396.)
10.1 1993 Outside Director Stock Option Plan. (Incorporated by reference to Exhibit
10.2to Form S-1 Registration Statement No. 33-68396.)
10.2 1993 Employee Stock Option Plan, As amended as of May 22, 1996. (Incorporated
by reference to Exhibit 10.3 to Form 10-Q dated August 13, 1996.)
10.37 Note Agreement dated as of December 19, 1995, $25,000,000 7.625% Senior Notes
due December 9, 2004, by Crossmann Communities, Inc., et al. (Incorporated by
reference to Exhibit 10.37 to From 10-K dated March 18, 1996.)
10.38 7.625% Senior Note due December 19, 2004, issued to Combined Insurance
Company by Crossmann Communities, Inc., et al. (Incorporated by reference to
Exhibit 10.38 to Form 10-K dated March 18, 1996.)
10.39 7.625% Senior Note due December 19, 2004, issued to Minnesota Mutual Life
Insurance company by Crossmann Communities, Inc., et al. (Incorporated by
reference to Exhibit 10.39 to Form 10-K dated March 18, 1996.)
10.40 Note Agreement dated as of June 11, 1998, $50,000,000 7.75% Senior Notes due
June 11, 2008, by Crossmann Communities, Inc., et al. (Incorporated by reference
to Exhibit 10.46 to Form 10-Q dated August 14, 1998.)
10.41 Form of 7.75% Senior Note due June 11, 2008, issued to various insurance companies
by Crossmann Communities, Inc. et al. (Incorporated by reference to Exhibit 10.45
to Form 10-Q dated August 14, 1998.)
10.42 Credit Agreement, dated April 1, 1999, among Crossmann Communities, Inc. and
Bank One, Indianapolis N.A. (as "Agent') and the Lenders Parties Thereto.
(Incorporated by reference to Exhibit 10.16 to Form 10-Q dated May 13, 1999)
10.43 First Amendment to Credit Agreement, dated June 11, 1999, among Crossmann
Communities, Inc. and Bank One, Indiana N.A. (As "Agent') and the Lenders Party
Thereto.
10.44 Promissory Note, dated June 11, 1999, in favor of Bank One, Indiana, N.A.
10.45 Promissory Note, dated June 11, 1999, in favor of Fifth Third Bank, Indiana.
10.46 Promissory Note, dated June 11, 1999, in favor of Huntington National Bank of
Indiana.
10.47 Promissory Note, dated June 11, 1999, in favor of PNC Bank of Ohio, N.A.
10.48 Promissory Note, dated June 11, 1999, in favor of KeyBank National Association.
10.49 Asset Purchase Agreement, dated June 18, 1999 by and among Crossmann
Communities, Inc., Crossmann Communities of North Carolina, Inc., Homes by Huff
& Co., Inc., Mitchell T. Huff, Thomas A. Huff and Thomas C. Huff.
10.50 Employment contract dated June 18, 1999, by and among Crossmann Communities
of North Carolina, Inc., Crossmann Communities, Inc. and Mitchell T. Huff.
19.1 Lease by and between Pinnacle Properties LLC ("Landlord") and Crossmann
Communities, Inc. (Tenant"), 9202 North Meridian Street, Suite 300, Indianapolis,
Indiana 46260, executed April 18, 1994. (Incorporated by reference to Exhibit 19.1
to Form 10-Q dated August 12, 1994.)
27.1 Financial Data Schedule for the quarter ended June 30, 1999.
</TABLE>

(b) Reports on Form 8-K.

None.

SIGNATURES

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

CROSSMANN COMMUNITIES, INC.

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

Dated: August 13, 1999

Exhibit 10.43

FIRST AMENDMENT TO CREDIT AGREEMENT

CROSSMANN COMMUNITIES, INC., an Indiana corporation (the "Borrower"), the
Lenders parties thereto, and BANK ONE, INDIANA, NA, a national banking
association, as Agent (the "Agent"), being parties to a certain Credit
Agreement dated April 1, 1999 (the "Agreement"), agree to amend the Agreement
by this First Amendment to Credit Agreement (this "Amendment") as follows:

1. DEFINITIONS. The following definition of "First Amendment"
is hereby added to the Article I of the Agreement and the definition of
"Commitment" appearing in Article I is hereby amended and restated in its
entirety as follows:

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

"First Amendment" means that agreement entitled "First Amendment to
Credit Agreement" entered into among the Borrower, the Lenders, and the Agent
effective as of June 11, 1999.

All other terms defined in the Agreement and used in this Amendment shall have
their respective meanings stated in the Agreement unless otherwise defined
herein.

2. INCREASE IN AGGREGATE COMMITMENT. The Agent and the Lenders
hereby acknowledge receipt of the request of the Borrower to increase the
Aggregate Commitment to $100,000,000.00 pursuant to the terms of Section 2.26
of the Agreement, and agree that upon the execution and delivery of the
Promissory Notes payable to the Lenders attached hereto and of this Amendment,
as well as delivery of all other agreements, documents, and instruments
required by this Amendment, all conditions precedent and procedures required
by Section 2.26 to so increase the Aggregate Commitment shall be satisfied.

3. REPRESENTATIONS AND WARRANTIES. To induce the Lenders to enter
into this Amendment, the Borrower affirms that the representations and
warranties contained in the Agreement are correct as of the date of this
Amendment, except that (i) they shall be deemed also to refer to this
Amendment, as well as all documents named herein, and (ii) Section 5.4 shall
be deemed also to refer to the most recent audited and unaudited financial
statements of the Borrower delivered to the Lenders.

4. EVENTS OF DEFAULT. The Borrower certifies that no Default or
Unmatured Default under the Agreement, as amended by this Amendment, has
occurred and is continuing as of the execution date of this Amendment.

5. CONDITIONS PRECEDENT. As conditions precedent to the
effectiveness of this Amendment, the Agent shall first receive with sufficient
copies for the Lenders the following contemporaneously with the execution and
delivery of this Amendment, each duly executed, dated and in form and
substance satisfactory to the Lenders:

(i) A certified copy of a Resolution of the Board of Directors of the
Borrower authorizing the execution, delivery and performance, respectively, of
this Amendment and the other Loan Documents provided for in this Amendment to
which the Borrower is a party.

(ii) A certificate of the Secretary of the Board of Directors of the
Borrower certifying the names of the officer or officers authorized to sign
this Amendment and the other Loan Documents provided for in this Amendment to
which the Borrower is a party, together with a sample of the true signature of
each such officer.

(iii) A certified copy of a Resolution of General Partner of
Crossmann Communities Partnership, an Indiana general partnership, authorizing
the execution, delivery and performance, respectively, of its Reaffirmation of
Guaranty Agreement and the other Loan Documents provided for in this Amendment
to which Crossmann Communities Partnership is a party.

(iv) A certificate of the General Partner of Crossmann
Communities Partnership certifying the names of the officer or officers
authorized to sign its Reaffirmation of Guaranty Agreement and the other Loan
Documents provided for in this Amendment to which Crossmann Communities
Partnership is a party, together with a sample of the true signature of each
such officer.

(v) A certified copy of a Resolution of the Board of Directors of
Deluxe Homes, Inc., an Indiana corporation, authorizing the execution,
delivery and performance, respectively, of its Reaffirmation of Guaranty
Agreement and the other Loan Documents provided for in this Amendment to which
Deluxe Homes, Inc. is a party.

(vi) A certificate of the Secretary of the Board of Directors of
Deluxe Homes, Inc. certifying the names of the officer or officers authorized
to sign its Reaffirmation of Guaranty Agreement and the other Loan Documents
provided for in this Amendment to which Deluxe Homes, Inc. is a party,
together with a sample of the true signature of each such officer.

(vii) A certified copy of a Resolution of the Board of Directors of
Trimark Homes, Inc., an Indiana corporation, authorizing the execution,
delivery and performance, respectively, of its Reaffirmation of Guaranty
Agreement and the other Loan Documents provided for in this Amendment to which
Trimark Homes, Inc. is a party.

(viii) A certificate of the Secretary of the Board of Directors of
Trimark Homes, Inc. certifying the names of the officer or officers authorized
to sign its Reaffirmation of Guaranty Agreement and the other Loan Documents
provided for in this Amendment to which Trimark Homes, Inc. is a party,
together with a sample of the true signature of each such officer.

(ix) A certified copy of a Resolution of the Board of Directors of
Trimark Development, Inc., an Indiana corporation, authorizing the execution,
delivery and performance, respectively, of its Reaffirmation of Guaranty
Agreement and the other Loan Documents provided for in this Amendment to which
Trimark Development, Inc. is a party.

(x) A certificate of the Secretary of the Board of Directors of
Trimark Development, Inc. certifying the names of the officer or officers
authorized to sign its Reaffirmation of Guaranty Agreement and the other Loan
Documents provided for in this Amendment to which Trimark Development, Inc. is
a party, together with a sample of the true signature of each such officer.

(xi) A certified copy of a Resolution of the Board of Directors of
Deluxe Homes of Lafayette, Inc., an Indiana corporation, authorizing the
execution, delivery and performance, respectively, of its Reaffirmation of
Guaranty Agreement and the other Loan Documents provided for in this Amendment
to which Deluxe Homes of Lafayette, Inc. is a party.

(xii) A certificate of the Secretary of the Board of Directors of
Deluxe Homes of Lafayette, Inc. certifying the names of the officer or
officers authorized to sign its Reaffirmation of Guaranty Agreement and the
other Loan Documents provided for in this Amendment to which Deluxe Homes of
Lafayette, Inc. is a party, together with a sample of the true signature of
each such officer.

(xiii) A certified copy of a Resolution of the Board of Directors of
Crossmann Communities of Ohio, Inc., an Ohio corporation, authorizing the
execution, delivery and performance, respectively, of its Reaffirmation of
Guaranty Agreement and the other Loan Documents provided for in this Amendment
to which Crossmann Communities of Ohio, Inc. is a party.

(xiv) A certificate of the Secretary of the Board of Directors of
Crossmann Communities of Ohio, Inc. certifying the names of the officer or
officers authorized to sign its Reaffirmation of Guaranty Agreement and the
other Loan Documents provided for in this Amendment to which Crossmann
Communities of Ohio, Inc. is a party, together with a sample of the true
signature of each such officer.

(xv) A certified copy of a Resolution of the Board of Directors of
Merit Realty, Inc., an Indiana corporation, authorizing the execution,
delivery and performance, respectively, of its Reaffirmation of Guaranty
Agreement and the other Loan Documents provided for in this Amendment to which
Merit Realty, Inc. is a party.

(xvi) A certificate of the Secretary of the Board of Directors of
Merit Realty, Inc. certifying the names of the officer or officers authorized
to sign its Reaffirmation of Guaranty Agreement and the other Loan Documents
provided for in this Amendment to which Merit Realty, Inc. is a party,
together with a sample of the true signature of each such officer.

(xvii) A certified copy of a Resolution of the Board of Directors of
Crossmann Mortgage Corporation, an Indiana corporation, authorizing the
execution, delivery and performance, respectively, of its Reaffirmation of
Guaranty Agreement and the other Loan Documents provided for in this Amendment
to which Crossmann Mortgage Corporation is a party.

(xviii) A certificate of the Secretary of the Board of Directors of
Crossmann Mortgage Corporation certifying the names of the officer or officers
authorized to sign its Reaffirmation of Guaranty Agreement and the other Loan
Documents provided for in this Amendment to which Crossmann Mortgage
Corporation is a party, together with a sample of the true signature of each
such officer.

(xix) A certified copy of a Resolution of the Board of Directors of
Deluxe Aviation, Inc., an Indiana corporation, authorizing the execution,
delivery and performance, respectively, of its Reaffirmation of Guaranty
Agreement and the other Loan Documents provided for in this Amendment to which
Deluxe Aviation, Inc. is a party.

(xx) A certificate of the Secretary of the Board of Directors of
Deluxe Aviation, Inc. certifying the names of the officer or officers
authorized to sign its Reaffirmation of Guaranty Agreement and the other Loan
Documents provided for in this Amendment to which Deluxe Aviation, Inc. is a
party, together with a sample of the true signature of each such officer.

(xxi) A certified copy of a Resolution of the Board of Directors of
Cutter Homes, Ltd., a Kentucky corporation, authorizing the execution,
delivery and performance, respectively, of its Reaffirmation of Guaranty
Agreement and the other Loan Documents provided for in this Amendment to which
Cutter Homes, Ltd. is a party.

(xxii) A certificate of the Secretary of the Board of Directors of
Cutter Homes, Ltd. certifying the names of the officer or officers authorized
to sign its Reaffirmation of Guaranty Agreement and the other Loan Documents
provided for in this Amendment to which Cutter Homes, Ltd. is a party,
together with a sample of the true signature of each such officer.

(xxiii) A certified copy of a Resolution of the Members of Crossmann
Communities of Tennessee, LLC, a Tennessee limited liability company,
authorizing the execution, delivery and performance, respectively, of its
Reaffirmation of Guaranty Agreement and the other Loan Documents provided for
in this Amendment to which Crossmann Communities of Tennessee, LLC is a party.

(xxiv) A certificate of the Managing Member of Crossmann Communities
of Tennessee, LLC certifying the names of the officer or officers authorized
to sign its Reaffirmation of Guaranty Agreement and the other Loan Documents
provided for in this Amendment to which Crossmann Communities of Tennessee,
LLC is a party, together with a sample of the true signature of each such
officer.

(xxv) A certified copy of a Resolution of the Board of Directors of
Crossmann Communities of North Carolina, Inc., a North Carolina corporation,
authorizing the execution, delivery and performance, respectively, of its
Reaffirmation of Guaranty Agreement and the other Loan Documents provided for
in this Amendment to which Crossmann Communities of North Carolina, Inc. is a
party.

(xxvi) A certificate of the Secretary of the Board of Directors of
Crossmann Communities of North Carolina, Inc. certifying the names of the
officer or officers authorized to sign its Reaffirmation of Guaranty Agreement
and the other Loan Documents provided for in this Amendment to which Crossmann
Communities of North Carolina, Inc. is a party, together with a sample of the
true signature of each such officer.

(xxvi) A certified copy of a Resolution of the Board of
Directors of Pendleton Pike Associates, Inc., an Indiana corporation,
authorizing the execution, delivery and performance, respectively, of its
Reaffirmation of Guaranty Agreement and the other Loan Documents provided for
in this Amendment to which Pendleton Pike Associates, Inc. is a party.

(xxviii) A certificate of the Secretary of the Board of Directors
of Pendleton Pike Associates, Inc. certifying the names of the officer or
officers authorized to sign its Reaffirmation of Guaranty Agreement and the
other Loan Documents provided for in this Amendment to which Pendleton Pike
Associates, Inc. is a party, together with a sample of the true signature of
each such officer.

(xxix) A certified copy of a Resolution of the Members of Pinehurst
Builders, LLC, a South Carolina limited liability company, authorizing the
execution, delivery and performance, respectively, of its Reaffirmation of
Guaranty Agreement and the other Loan Documents provided for in this Amendment
to which Pinehurst Builders, LLC is a party.

(xxx) A certificate of the Managing Member of Pinehurst Builders, LLC
certifying the names of the officer or officers authorized to sign its
Reaffirmation of Guaranty Agreement and the other Loan Documents provided for
in this Amendment to which Pinehurst Builders, LLC is a party, together with a
sample of the true signature of each such officer.

(xxxi) A certified copy of a Resolution of the Members of Beach
Vacations, LLC, a South Carolina limited liability company, authorizing the
execution, delivery and performance, respectively, of its Reaffirmation of
Guaranty Agreement and the other Loan Documents provided for in this Amendment
to which Beach Vacations, LLC is a party.

(xxxii) A certificate of the Managing Member of Beach Vacations, LLC
certifying the names of the officer or officers authorized to sign
its Reaffirmation of Guaranty Agreement and the other Loan Documents provided
for in this Amendment to which Beach Vacations, LLC is a party, together with
a sample of the true signature of each such officer.

(xxxiii) A certified copy of a Resolution of the Board of
Directors of Crossmann Management, Inc., an Indiana corporation, authorizing
the execution, delivery and performance, respectively, of its Reaffirmation of
Guaranty Agreement and the other Loan Documents provided for in this Amendment
to which Crossmann Management, Inc. is a party.
(xxxiv) A certificate of the Secretary of the Board of Directors
of Crossmann Management, Inc. certifying the names of the officer or officers
authorized to sign its Reaffirmation of Guaranty Agreement and the other Loan
Documents provided for in this Amendment to which Crossmann Management, Inc.
is a party, together with a sample of the true signature of each such officer.

(xxxv) A certified copy of a Resolution of the Board of
Directors of Crossmann Investments, Inc., an Indiana corporation, authorizing
the execution, delivery and performance, respectively, of its Reaffirmation of
Guaranty Agreement and the other Loan Documents provided for in this Amendment
to which Crossmann Investments, Inc. is a party.

(xxxvi) A certificate of the Secretary of the Board of Directors
of Crossmann Investments, Inc. certifying the names of the officer or officers
authorized to sign its Reaffirmation of Guaranty Agreement and the other Loan
Documents provided for in this Amendment to which Crossmann Investments, Inc.
is a party, together with a sample of the true signature of each such officer.

(xxxvii) The Promissory Note (Revolving Loan) ($25,000,000.00)
payable to the order of Bank One, Indiana, NA in the form attached hereto as
Exhibit "A."

(xxxviii) The Promissory Note (Revolving Loan) ($18,750,000.00)
payable to the order of Huntington National Bank of Indiana in the form
attached hereto as Exhibit "B."

(xxxix) The Promissory Note (Revolving Loan) ($18,750,000.00)
payable to the order of Fifth Third Bank, Indiana in the form attached hereto
as Exhibit "C."

(xxxx) The Promissory Note (Revolving Loan) ($18,750,000.00)
payable to the order of PNC Bank, N.A. in the form attached hereto as Exhibit
"D."

(xxxxi) The Promissory Note (Revolving Loan) ($18,750,000.00)
payable to the order of KeyBank National Association in the form attached
hereto as Exhibit "E."

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

(xxxxiii) All additional fees and expenses of the Agent, including
but not limited to the Agent's reasonable attorneys' fees incurred in
connection with the drafting, negotiation, and closing of this Amendment; and

(xxxxiv) Such other instruments, agreements, and documents that the
Agent or any Lender may reasonably require.

6. EFFECT OF AMENDMENT. Except as amended in this Amendment, all
of the terms and conditions of the Agreement shall continue unchanged and in
full force and effect together with this Amendment.

IN WITNESS WHEREOF, the Borrower, the Lenders, and the Agent, by their
respective duly authorized officers, have executed and delivered in Indiana
this First Amendment to Credit Agreement as of June 11, 1999.

CROSSMANN COMMUNITIES, INC., an Indiana corporation

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

9202 North Meridian Street
Suite 300
Indianapolis, Indiana 46260

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

<PAGE>
Commitments

$25,000,000.00 BANK ONE, INDIANA, NA, a national
banking association, by itself and as Agent

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

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

Attention: Patrick D. Lease, Vice
President
Telephone: (317) 266-5752
Telecopy: (317) 266-7477
E-mail: [email protected]

$18,750,000.00 HUNTINGTON NATIONAL BANK OF INDIANA

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

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

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

$18,750,000.00 FIFTH THIRD BANK, INDIANA

By: /s/ Erik Miner
Erik Miner, Vice President

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

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

$18,750,000.00 PNC BANK, N.A.

By: /s/ James A. Harmann
James A. Harmann, Vice President

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

Attention: James A. Harmann, Vice
President
Telephone: (513) 651-8988
Telecopy: (513) 651-8931
E-mail: [email protected]

<PAGE>
$18,750,000.00 KEYBANK NATIONAL ASSOCIATION

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

10 West Market Street
Indianapolis, Indiana 46204

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

<PAGE>
SCHEDULE OF EXHIBITS

Exhibit "A" - Promissory Note (Revolving Loan)
($25,000,000.00)(Bank One, Indiana, NA)

Exhibit "B" - Promissory Note (Revolving Loan)
($18,750,000.00) (Huntington National Bank of Indiana)

Exhibit "C" - Promissory Note (Revolving Loan)
($18,750,000.00) (Fifth Third Bank, Indiana)

Exhibit "D" - Promissory Note (Revolving Loan)
($18,750,000.00) (PNC Bank, N.A.)

Exhibit "E" - Promissory Note (Revolving Loan)
($18,750,000.00) (KeyBank National Association)

Exhibit "F" - Reaffirmation of Guaranty Agreement

Exhibit 10.44
PROMISSORY NOTE
(REVOLVING LOAN)

Indianapolis, Indiana
$25,000,000.00 Dated: June 11, 1999
Final Maturity: March 31, 2002

On or before March 31, 2002 ("Final Maturity"), CROSSMANN COMMUNITIES,
INC., an Indiana corporation (the "Maker") promises to pay to the order of
BANK ONE, INDIANA, NA, a national banking association (the "Lender") at the
principal office of BANK ONE, INDIANA, NA, a national banking association (the
"Agent") in Indianapolis, Indiana, the principal sum ofTwenty-Five Million
and 00/100 Dollars ($25,000,000.00) or so much of the principal amount of the
Loan represented by this Note as may be disbursed by the Lender under the
terms of the Credit Agreement described below, and to pay interest on the
unpaid principal balance outstanding from time to time as provided in this
Note.

This Note evidences indebtedness (the "Loan") incurred or to be incurred
by the Maker under a revolving line of credit extended to the Maker by the
Lender under a Credit Agreement dated April 1, 1999 (as amended, the "Credit
Agreement"), entered into by and among the Maker, the Lender, the Agent, and
the other lenders from time to time parties thereto. All references in this
Note to the Credit Agreement shall be construed as references to that
Agreement as it may be amended from time to time. The Loan is referred to in
the Credit Agreement as the "Revolving Loan." Subject to the terms and
conditions of the Credit Agreement, the proceeds of the Loan may be advanced
and repaid and re-advanced until Final Maturity. The principal amount of the
Loan outstanding from time to time shall be determined by reference to the
books and records of the Lender on which all Advances under the Loan and all
payments by the Maker on account of the Loan shall be recorded. Such books
and records shall be deemed prima facie to be correct as to such matters.

The terms "Advance" and "Business Day" are used in this Note as defined
in the Credit Agreement.

Interest on the unpaid principal balance of the Loan outstanding from
time to time prior to and after maturity will accrue at the rate or rates
provided in the Credit Agreement. Prior to maturity, accrued interest shall
be due and payable on the last Business Day of each month commencing on the
last Business Day of the month in which this Note is executed. After
maturity, interest shall be due and payable as accrued and without demand.
Interest will be calculated by applying the ratio of the annual interest rate
over a year of 360 days, multiplied by the outstanding principal balance,
multiplied by the actual number of days the principal balance is outstanding.

If any installment of interest due under the terms of this Note is not
paid within two (2) Business Days when due, then the Lender or any subsequent
holder of this Note may, subject to the terms of the Credit Agreement, at its
option and without notice, declare the entire principal amount of the Note and
all accrued interest immediately due and payable. Reference is made to the
Credit Agreement which provides for acceleration of the maturity of this Note
upon the happening of other "Defaults" as defined therein.

All payments on account of this Note shall be applied as provided in the
Credit Agreement.

The Maker and any endorsers severally waive demand, presentment for
payment and notice of nonpayment of this Note, and each of them consents to
any renewals or extensions of the time of payment of this Note without notice.

All amounts payable under the terms of this Note shall be payable with
expenses of collection, including attorneys' fees, and without relief from
valuation and appraisement laws.

This Note supersedes and replaces that certain Promissory Note dated
April 1, 1999, made by the Maker to the order of the Lender in the principal
amount of $20,000,000.00, with a final maturity date of March 31, 2002.

This Note is made under and will be governed in all cases by the
substantive laws of the State of Indiana, notwithstanding the fact that
Indiana conflicts of law rules might otherwise require the substantive rules
of law of another jurisdiction to apply.

CROSSMANN COMMUNITIES, INC., an Indiana
corporation

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

Exhibit 10.45

PROMISSORY NOTE
(REVOLVING LOAN)

Indianapolis, Indiana
$18,750,000.00 Dated: June 11, 1999
Final Maturity: March 31, 2002

On or before March 31, 2002 ("Final Maturity"), CROSSMANN COMMUNITIES,
INC., an Indiana corporation (the "Maker") promises to pay to the order of
FIFTH THIRD BANK, INDIANA (the "Lender") at the principal office of BANK ONE,
INDIANA, NA, a national banking association (the "Agent") in Indianapolis,
Indiana, the principal sum of Eighteen Million Seven Hundred Fifty Thousand
and 00/100 Dollars ($18,750,000.00) or so much of the principal amount of the
Loan represented by this Note as may be disbursed by the Lender under the
terms of the Credit Agreement described below, and to pay interest on the
unpaid principal balance outstanding from time to time as provided in this
Note.

This Note evidences indebtedness (the "Loan") incurred or to be incurred
by the Maker under a revolving line of credit extended to the Maker by the
Lender under a Credit Agreement dated the date of this Note entered into by
and among the Maker, the Lender, the Agent, and the other lenders from time to
time parties thereto. All references in this Note to the Credit Agreement
shall be construed as references to that Agreement as it may be amended from
time to time. The Loan is referred to in the Credit Agreement as the
"Revolving Loan." Subject to the terms and conditions of the Credit
Agreement, the proceeds of the Loan may be advanced and repaid and re-advanced
until Final Maturity. The principal amount of the Loan outstanding from time
to time shall be determined by reference to the books and records of the
Lender on which all Advances under the Loan and all payments by the Maker on
account of the Loan shall be recorded. Such books and records shall be deemed
prima facie to be correct as to such matters.

The terms "Advance" and "Business Day" are used in this Note as defined
in the Credit Agreement.

All payments on account of this Note shall be applied as provided in the
Credit Agreement.

All amounts payable under the terms of this Note shall be payable with
expenses of collection, including attorneys' fees, and without relief from
valuation and appraisement laws.

This Note supersedes and replaces that certain Promissory Note dated
April 1, 1999, made by the Maker payable to the order of the Lender in the
principal amount of $15,000,000.00, with a final maturity date of March 31,
2002.

CROSSMANN COMMUNITIES, INC., an Indiana
corporation

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

Exhibit 10.46
PROMISSORY NOTE
(REVOLVING LOAN)

Indianapolis, Indiana
$18,750,000.00 Dated: June 11, 1999
Final Maturity: March 31, 2002

On or before March 31, 2002 ("Final Maturity"), CROSSMANN COMMUNITIES,
INC., an Indiana corporation (the "Maker") promises to pay to the order of
HUNTINGTON NATIONAL BANK OF INDIANA (the "Lender") at the principal office of
BANK ONE, INDIANA, NA, a national banking association (the "Agent") in
Indianapolis, Indiana, the principal sum of Eighteen Million Seven Hundred
Fifty Thousand and 00/100 Dollars ($18,750,000.00) or so much of the principal
amount of the Loan represented by this Note as may be disbursed by the Lender
under the terms of the Credit Agreement described below, and to pay interest
on the unpaid principal balance outstanding from time to time as provided in
this Note.

This Note evidences indebtedness (the "Loan") incurred or to be incurred
by the Maker under a revolving line of credit extended to the Maker by the
Lender under a Credit Agreement dated the date of this Note entered into by
and among the Maker, the Lender, the Agent, and the other lenders from time to
time parties thereto. All references in this Note to the Credit Agreement
shall be construed as references to that Agreement as it may be amended from
time to time. The Loan is referred to in the Credit Agreement as the
"Revolving Loan." Subject to the terms and conditions of the Credit
Agreement, the proceeds of the Loan may be advanced and repaid and re-advanced
until Final Maturity. The principal amount of the Loan outstanding from time
to time shall be determined by reference to the books and records of the
Lender on which all Advances under the Loan and all payments by the Maker on
account of the Loan shall be recorded. Such books and records shall be deemed
prima facie to be correct as to such matters.

The terms "Advance" and "Business Day" are used in this Note as defined
in the Credit Agreement.

The entire outstanding principal balance of this Note shall be due and
payable, together with accrued interest, at Final Maturity. Reference is made
to the Credit Agreement for provisions requiring prepayment of principal under
certain circumstances. Principal may be prepaid, but only as provided in the
Credit Agreement.
If any installment of interest due under the terms of this Note is not
paid within two (2) Business Days when due, then the Lender or any subsequent
holder of this Note may, subject to the terms of the Credit Agreement, at its
option and without notice, declare the entire principal amount of the Note and
all accrued interest immediately due and payable. Reference is made to the
Credit Agreement which provides for acceleration of the maturity of this Note
upon the happening of other "Defaults" as defined therein.

All payments on account of this Note shall be applied as provided in the
Credit Agreement.

All amounts payable under the terms of this Note shall be payable with
expenses of collection, including attorneys' fees, and without relief from
valuation and appraisement laws.

This Note supersedes and replaces that certain Promissory Note dated
April 1, 1999, made by the Maker to the order of the Lender in the principal
amount of $15,000,000.00, with a final maturity date of March 31, 2002.

CROSSMANN COMMUNITIES, INC., an Indiana
corporation

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

Exhibit 10.47

PROMISSORY NOTE
(REVOLVING LOAN)

Indianapolis, Indiana
$18,750,000.00 Dated: June 11, 1999
Final Maturity: March 31, 2002

On or before March 31, 2002 ("Final Maturity"), CROSSMANN COMMUNITIES,
INC., an Indiana corporation (the "Maker") promises to pay to the order of
PNC BANK, N.A. (the "Lender") at the principal office of BANK ONE, INDIANA,
NA, a national banking association (the "Agent") in Indianapolis, Indiana, the
principal sum of Eighteen Million Seven Hundred Fifty Thousand and 00/100
Dollars ($18,750,000.00) or so much of the principal amount of the Loan
represented by this Note as may be disbursed by the Lender under the terms of
the Credit Agreement described below, and to pay interest on the unpaid
principal balance outstanding from time to time as provided in this Note.

This Note evidences indebtedness (the "Loan") incurred or to be incurred
by the Maker under a revolving line of credit extended to the Maker by the
Lender under a Credit Agreement dated the date of this Note entered into by
and among the Maker, the Lender, the Agent, and the other lenders from time to
time parties thereto. All references in this Note to the Credit Agreement
shall be construed as references to that Agreement as it may be amended from
time to time. The Loan is referred to in the Credit Agreement as the
"Revolving Loan." Subject to the terms and conditions of the Credit
Agreement, the proceeds of the Loan may be advanced and repaid and re-advanced
until Final Maturity. The principal amount of the Loan outstanding from time
to time shall be determined by reference to the books and records of the
Lender on which all Advances under the Loan and all payments by the Maker on
account of the Loan shall be recorded. Such books and records shall be deemed
prima facie to be correct as to such matters.

The terms "Advance" and "Business Day" are used in this Note as defined
in the Credit Agreement.

All payments on account of this Note shall be applied as provided in the
Credit Agreement.

All amounts payable under the terms of this Note shall be payable with
expenses of collection, including attorneys' fees, and without relief from
valuation and appraisement laws.

CROSSMANN COMMUNITIES, INC., an Indiana
corporation

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

Exhibit 10.48

PROMISSORY NOTE
(REVOLVING LOAN)

Indianapolis, Indiana
$18,750,000.00 Dated: June 11, 1999
Final Maturity: March 31, 2002

On or before March 31, 2002 ("Final Maturity"), CROSSMANN COMMUNITIES,
INC., an Indiana corporation (the "Maker") promises to pay to the order of
KEYBANK NATIONAL ASSOCIATION (the "Lender") at the principal office of BANK
ONE, INDIANA, NA, a national banking association (the "Agent") in
Indianapolis, Indiana, the principal sum of Eighteen Million Seven Hundred
Fifty Thousand and 00/100 Dollars ($18,750,000.00) or so much of the principal
amount of the Loan represented by this Note as may be disbursed by the Lender
under the terms of the Credit Agreement described below, and to pay interest
on the unpaid principal balance outstanding from time to time as provided in
this Note.

This Note evidences indebtedness (the "Loan") incurred or to be incurred
by the Maker under a revolving line of credit extended to the Maker by the
Lender under a Credit Agreement dated the date of this Note entered into by
and among the Maker, the Lender, the Agent, and the other lenders from time to
time parties thereto. All references in this Note to the Credit Agreement
shall be construed as references to that Agreement as it may be amended from
time to time. The Loan is referred to in the Credit Agreement as the
"Revolving Loan." Subject to the terms and conditions of the Credit
Agreement, the proceeds of the Loan may be advanced and repaid and re-advanced
until Final Maturity. The principal amount of the Loan outstanding from time
to time shall be determined by reference to the books and records of the
Lender on which all Advances under the Loan and all payments by the Maker on
account of the Loan shall be recorded. Such books and records shall be deemed
prima facie to be correct as to such matters.

The terms "Advance" and "Business Day" are used in this Note as defined
in the Credit Agreement.

All payments on account of this Note shall be applied as provided in the
Credit Agreement.

All amounts payable under the terms of this Note shall be payable with
expenses of collection, including attorneys' fees, and without relief from
valuation and appraisement laws.

CROSSMANN COMMUNITIES, INC., an Indiana
corporation

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

EXHIBIT 10.49

ASSET PURCHASE AGREEMENT

DATED AS OF THE 18TH DAY OF JUNE, 1999

BY AND AMONG

CROSSMANN COMMUNITIES, INC.

CROSSMANN COMMUNITIES OF NORTH CAROLINA, INC.

AND

HOMES BY HUFF & CO., INC.,

MITCHELL T. HUFF,

THOMAS A. HUFF

AND

THOMAS C. HUFF

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made and entered into
as
of the 18th day of June, 1999, by and among CROSSMANN COMMUNITIES, INC., an
Indiana corporation ("Crossmann"), Crossmann Communities of North Carolina,
Inc., a North Carolina corporation which is wholly-owned by Crossmann (the
"Company" and, collectively with Crossmann the "Purchaser") and Homes by Huff
& Co., Inc., a North Carolina corporation (the "Seller"), Mitchell T. Huff,
Thomas A. Huff and Thomas C. Huff (collectively, the "Shareholders").

WITNESSETH

WHEREAS, the Seller is engaged in the business of building single family
homes.

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

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

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

I abARTICLE

SALE AND PURCHASE

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

1.02 ab Section. Sale at Closing Date. The sales, conveyances,
transfers, assignments, and deliveries by the Seller of the Acquired Assets,
as herein provided, shall be effected on the Closing Date, free and clear of
all Liens, except for the Liens set forth on Schedule 1.02, by appropriate
deeds, bills of sale, endorsements, assignments, and other instruments of
transfer and Assumed Liabilities and conveyance satisfactory in form and
substance to the Seller and the Purchaser. Notwithstanding the foregoing, the
Purchaser shall be entitled to net profit earned by the Seller from the sales
of Lot 6 Pineywood Subdivision and Lot 76 Amberfield Subdivision, as
calculated in the normal course from the Seller's books and records. This net
profit shall be calculated and included as part of the Purchase Price
adjustment contemplated by Section 1.06
1.03 ab Section. Assumption of Liabilities. Subject to the
terms and conditions set forth herein, from and after the Closing, the
Purchaser shall assume, pay, perform, and discharge, when due, only the
liabilities and obligations of the Seller which are (i) related to the
Acquired Assets (ii) listed on Schedule 1.03 (the "Assumed Liabilities"),
and/or (iii) subject to Section 4.01, Warranty Liabilities. Notwithstanding
the foregoing, the Purchaser shall not assume, pay, perform or discharge any
of the following:

(a) ab except as described in (i) or (iii) above, any liability not
listed on Schedule 1.03;

(b) ab any liability or obligation which is secured by an Excluded
Asset, except those liabilities listed on Schedule 1.03;

(d) ab any unfunded pension liability;

(e) ab any Tax liability which accrued on or before the Closing Date
(including any Tax liability resulting from the sale and transfer by the
Seller of the Acquired Assets hereunder), including past due or delinquent
taxes or interest or penalties thereon; provided, however, that the Purchaser
shall assume liability for the 1999 ad valorem taxes relating to the Real
Property which accrued on or before the Closing Date (except for those 1999 ad
valorem taxes for the Westgate Subdivision which accrued on or before the
Closing Date), up to a maximum of Ten Thousand Dollars ($10,000) in the
aggregate..

(f) ab any liability arising from activities outside of the ordinary
course of business of the Seller;

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

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

(i) ab any liability arising from any suit, cause, action, claim,
investigation, or arbitration action that was filed, in progress, pending, or
threatened against the Seller (or any of its assets or property) on or before
the Closing Date whether at law or in equity, whether civil or criminal in
nature, whether before any federal, state, county, or local court, commission,
board or agency; or

(j) ab any liability arising from any circumstances arising on or
before the Closing Date not described on Schedule 1.03.

Those Assumed Liabilities which are Real Property loans shall be paid in
full by the Purchaser on or immediately after the Closing Date.

1.04 ab Section. Purchase Price. Subject to Section 1.05
below, the aggregate consideration (the "Purchase Price") to be paid by the
Purchaser to the Seller for the Acquired Assets shall be:

(a) ab cash in an amount equal to the sum of (i) the book value of the
Acquired Assets (net of the Assumed Liabilities) as of the Closing Date and
(ii) Two Million Eight Hundred Thousand Dollars and No/100 ($2,800,000), of
which Five Hundred Thousand ($500,000.00) will be paid into the escrow account
described in Section 1.05 below and the balance of which shall be payable at
Closing by wire transfer of next day funds pursuant to payment instructions
provided by the Seller; and

(b) ab the assumption of the Assumed Liabilities.

1.05 ab Section. Escrow. At the Closing, the Purchaser shall
deposit Five Hundred Thousand Dollars ($500,000.00) of the Purchase Price with
Carolina Title Insurance Agency, Inc., as escrow agent (the "Escrow Agent"),
by certified or official bank check payable to the order of the Escrow Agent
or by wire transfer of immediately available funds (the "Escrow Amount" and,
together with all earnings thereon, collectively, the "Escrow Deposit"). The
Escrow Deposit will be held, invested and disbursed as specified in and
pursuant to the terms and conditions of an escrow agreement substantially in
the form attached hereto as Exhibit 1.05 (the "Escrow Agreement").

1.06 ab Section. Purchase Price Adjustment. For purposes of
estimating the Purchase Price for the Closing (the "Estimated Purchase
Price"), the book value of the Acquired Assets (net of Assumed Liabilities)
shall be calculated based upon the April 30, 1999 balance sheet for the Seller
(the "Estimated Closing Date Balance Sheet"). Based on the Estimated Closing
Date Balance Sheet, the Purchaser will calculate the Estimated Purchase Price
and will pay the same at Closing pursuant to Section 1.04. Within 60 days
after the Closing, the Purchaser will cause to be prepared and delivered to
the Seller and the Shareholders a balance sheet setting forth the Acquired
Assets and the Assumed Liabilities as of the Closing Date (the "Closing Date
Balance Sheet").

(a) The Estimated Purchase Price shall be adjusted, on a dollar for
dollar basis, to the extent that the book value of the Acquired Assets as of
the Closing Date (net of the Assumed Liabilities) (the "Book Value as of
Closing"), as shown on the Closing Date Balance Sheet, is greater than or less
than the book value of the Acquired Assets (net of the Assumed Liabilities) as
shown on the Estimated Closing Date Balance Sheet (the extent to which the
Estimated Purchase Price is less than the Purchase Price is referred to as a
"Deficit" and the extent to which the Estimated Purchase Price is greater than
the Purchase Price is referred to as an "Excess"). To the extent of any
Excess, the Purchaser shall be entitled to receive the amount of the Excess
from the Balance Sheet Escrow Deposit, and the Seller shall be entitled to
receive the remaining amount of the Balance Sheet Escrow Deposit (if any). To
the extent that the Balance Sheet Escrow Deposit is insufficient to satisfy
any portion of the Excess, then the Seller and/or the Shareholders shall pay
the Purchaser, in cash, the balance of the Excess. To the extent the
Estimated Purchase Price is less than or equal to the Purchase Price, the
Seller shall be entitled to receive the entire amount of the Balance Sheet
Escrow Deposit. To the extent a Deficit exists, then the Purchaser shall pay
the Seller, in cash, the amount of the Deficit.

(b) If the Seller or the Shareholders disputes the Closing Date
Balance Sheet or any component thereof, such party (the "Disputing Party")
shall give written notice (the "Dispute Notice") to the other parties (the
"Non-Disputing Party") within fifteen (15) business days after its receipt of
the Closing Date Balance Sheet, which Dispute Notice shall specify the reasons
for such disagreement and the amount in dispute. Failure to provide such
notice shall be deemed to constitute an acceptance of the Closing Date Balance
Sheet and the calculations thereon. If the Non-Disputing Party and the
Disputing Party are unable to resolve the disputed matters outstanding within
fifteen (15) days after receipt by the Non-Disputing Party of the Dispute
Notice, all matters raised by the Disputing Party not so resolved shall be
submitted to an independent "Big 5" accounting firm chosen by mutual agreement
of the Disputing Party and Non-Disputing Party (such firm which accepts the
engagement, the "Independent Auditor"), for final resolution in accordance
with the terms and provisions of this Agreement. The Disputing Party and
Non-Disputing Party shall use their respective best efforts to cause the
Independent Auditor to make its determination as soon as possible, but in no
event later than thirty (30) days after receipt of the disputed matters. Such
determination shall be final and binding upon the all of the parties. The
Independent Auditor's determination shall be limited to matters of dispute
which are raised by the Disputing Party. The Independent Auditor's resolution
of any such disagreement shall be reflected in a written report which will be
delivered promptly to the Disputing Party and Non-Disputing party. All fees
and disbursements of the Independent Auditor shall be paid by the party other
than the party with whose determination the Independent Auditor agrees,
provided however, that if the Independent Auditor's determination represents a
compromise

between the determination of the Disputing Party and the Non-Disputing Party,
then each party shall pay 50% of such fees and disbursements. Each of the
parties shall be deemed to have accepted the Closing Date Balance Sheet and
the calculations thereon, each as adjusted based on the Independent Auditor's
determination as of the date such reports are received by them.

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

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

1.09 ab Section. Allocation of Purchase Price. The Purchase
Price shall be allocated among the Acquired Assets pursuant to Code Section
1060 and as mutually agreed upon by the parties and set forth on Schedule
1.09, which, to the extent necessary, shall be amended to reflect any
adjustments to the Purchase Price as contemplated by Section 1.06.

1.10 ab Section. Vehicle Loans. As additional consideration to
the Seller for the transactions contemplated by this Agreement, the Purchaser
agrees that upon or immediately after the Closing Date, the Purchaser shall
pay, in full, the outstanding balance of principal and interest upon certain
vehicle loans of the Seller (the "Vehicle Loans"). A complete listing of the
Vehicle Loans, and the outstanding balance of principal and interest as of
June 18th , 1999, is set forth on Schedule 1.10 attached hereto.
Notwithstanding anything in this Agreement to the contrary, the Vehicle Loans
shall not be included in "Assumed Liabilities" or otherwise included in the
calculation of Book Value as of Closing contemplated by Section 1.06.

II abARTICLE

REPRESENTATIONS AND WARRANTIES OF THE SELLER

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

2.01 ab Section. Title to Property. Except for the Liens set
forth in Schedule 1.02, the Seller has good, valid and marketable title to
all of the Acquired Assets, free and clear of all mortgages, liens, pledges,
charges, claims, security interests, encumbrances, easements, encroachments,
rights of third parties, or other interests of any kind or character, except
for liens for property taxes not yet due and payable.

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

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

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

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

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

2.04 ab Section. Organization. Seller is a corporation duly
organized, validly existing, and in good standing under the laws of the State
of North Carolina. Seller has all the requisite power and authority to own,
lease, and operate its properties and to carry on its business operations as
it is now being conducted. Prior to the Closing, the Seller will deliver to
the Purchaser (a) a copy of the Articles of Incorporation and Bylaws,
including all amendments thereto, of Seller certified as true, complete, and
presently in effect by the Secretary of Seller, and (b) a Certificates of Good
Standing of Seller, or its equivalent, issued by the Secretary of State for
the State of North Carolina.

2.05 ab Section. Financial Statements of the Seller. True and
complete copies of the annual financial statements of the Seller for each of
the years 1996, 1997 and 1998 and the internally prepared interim balance
sheets and income statements of the Seller as of April 30, 1999, are attached
hereto as Schedule 2.05 (collectively the "Financial Statements of the
Seller"). The Financial Statements of the Seller are true and correct in all
material aspects, have been prepared from the books and records of the Seller
in accordance with generally accepted accounting principles, and contain and
reflect all necessary adjustments or accruals necessary for a fair
presentation of the financial condition and results of the operations of the
Seller for the periods indicated.

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

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

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

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

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

(a) ab The Seller is not in default or violation (nor is there, to the
Knowledge of the Seller, any event which, with notice or lapse of time or
both, would constitute a default or violation) in any respect (i) under any
contract, agreement, lease, consent order, or other commitment to which it is
a party or any of the Acquired Assets is subject or bound or (ii) under any
law, rule, regulation, writ, injunction, order, or decree of any court or any
federal, state, local, or other governmental department, commission, board,
bureau, agency, or instrumentality (including, without limitation, applicable
laws, rules and regulations relating to environmental protection, antitrust,
civil rights, health, and occupational health and safety);
(b) ab There are no actions, suits, claims, investigations, or legal
arbitration or administrative proceedings in progress, pending, or, to the
Knowledge of the Seller, threatened by or against the Seller (or any of the
Acquired Assets) whether at law or in equity, whether civil or criminal in
nature, or whether before or by a federal, state, county, local, or other
governmental department, commission, board, bureau, agency, or
instrumentality, domestic or foreign, nor has the Seller been charged with or
received any notice of any violation of any rule, regulation, ordinance, law,
order, decree, or requirement relating to the Seller, its properties, assets,
or the transactions contemplated by this Agreement; and

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

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

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

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

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

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

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

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

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

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

2.13 ab Section. Land Contracts.

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

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

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

2.14 ab Section. Real Property Generally.

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

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

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

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

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

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

(g) ab Assessments. Except a shown on Schedule 2.14(g), no
developer-related charges or assessments by any public authority or any other
person or entity for public improvements or otherwise made against the Real
Property are unpaid (other than those set forth on the Financial Statements of
the Seller or incurred since the date thereof in the ordinary course of
business consistent with past practices), including without limitation those
for construction of sewer lines, water lines, storm drainage systems, electric
lines, natural gas lines, streets (including perimeter streets), roads and
curbs, excluding homeowner association dues and per lot impact fees and water
meter installation fees.

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

(i) ab Moratoria. Except for the forty-five (45) day building
permit moratorium adopted by the Town of Holly Springs, to the best knowledge
of Seller, there is no moratorium applicable to any of the Real Property, to
the extent Seller plans further development thereof, on (i) the issuance of
building permits for the construction of houses, or certificates of occupancy
therefor, or (ii) the purchase of sewer or water taps to the extent the Seller
plans or is required to rely on public water or sewer facilities.

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

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

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

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

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

2.15 ab Section. Homeowner's Associations.

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

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

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

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

(a) ab The Seller has at all times complied with all applicable
Environmental Requirements in its development, construction and disposition of
the Real Property. Further, to the Knowledge of the Seller, no current or
previous owner of any Real Property materially violated any Environmental
Requirements;
(b) ab No Hazardous Material has ever been generated, manufactured,
refined, used, transported, treated, stored, handled, disposed, transferred,
produced, or processed at, to, or on any Real Property by the Seller or, to
the Knowledge of the Seller, by any other Person and, to the Knowledge of the
Seller, no Hazardous Material has ever been incorporated into any Real
Property;

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

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

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

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

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

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

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

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

2.17 ab Section. Contracts.

(a) ab Schedule 2.17(a) lists the following contracts and leases
(other than those described in Schedule 1.03, Schedule 2.09, and Schedule
2.12), including all amendments thereto, to which the Seller is a party (all
the contracts, leases and amendments thereto listed on Schedules 1.03,
2.09, 2.12 and 2.17(a) are defined as the "Contracts") including:

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

ab Agreements of guaranty or indemnification;

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

ab Written employment agreements, contracts, policies, and
commitments with or between the Seller and any of its employees, directors, or
officers, including without limitation those relating to severance;

ab Material written agreements with employees as a group;

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

ab Joint venture or partnership agreements.

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

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

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

2.19 ab Section. Intellectual Property. Except as set forth in
Schedule 2.19, Seller owns or possesses all corporate names, trade names,
trademarks, service marks, mailing lists, copyrights, works of art, trade
secrets, computer programs, know-how, proprietary processes and formulae,
technology and all other proprietary technical information, whether patentable
or unpatentable, and all applications and registrations of the foregoing
(collectively, "Intellectual Property"), necessary to conduct the Huff
Operations as presently operated. Schedule 2.19 also contains a list and
brief description of all such Intellectual Property in written form which has
been registered with any state trademark office, with the U.S. Patent and
Trademark Office or with the U.S. Copyright Office, including computer
programs having a cost to Seller in excess of One Thousand Dollars ($1,000.00)
per copy. Except as set forth in Schedule 2.19, each copyright claimed to
be owned by Seller relating to a work of art created prior to January 1, 1978,
has been properly registered by Seller claiming ownership with the U.S.
Copyright Office. Except as set forth in Schedule 2.19, to the Knowledge of
Seller, Seller is not infringing upon or otherwise acting adversely to, or
engaging in the unauthorized use or misappropriation of, any Intellectual
Property, rights of publicity, or rights of privacy which are owned by any
other person or entity, and there is no claim or action by any such person or
entity pending or threatened with respect thereto.

2.20 ab Section. Labor Relations: Employees. As of December
31, 1998 the Seller employed a total of twenty-eight (28) employees. As of
the Closing Date, except as set forth in Schedule 2.20:

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

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

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

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

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

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

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

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

2.21 ab Section. Employee Benefit Plans.

(a) ab Schedule 2.21, attached hereto and made a part hereof,
contains a list of each (i) employee welfare benefit plan (as defined in
Section 3(1) of ERISA (hereinafter referred to as "Employee Welfare Benefit
Plan") and (ii) employee pension benefit plan (as defined in Section 3(2) of
ERISA) (hereinafter referred to as "Employee Pension Benefit Plan"), (A) which
was maintained or administered by the Seller immediately prior to the Closing,
(B) to which the Seller contributed, or was legally obligated to contribute to
immediately prior to the Closing, or (C) under which the Seller had any
liability immediately prior to Closing, with respect to its current or former
employees or independent contractors. Solely for purposes of this Section
2.21, the Employee Welfare Benefit Plans and Employee Pension Benefit Plans
are collectively referred to as "Employee Benefit Plans" and individually
referred to as an "Employee Benefit Plan".

(b) ab The Seller, on or before the Closing, will provide the
Purchaser with true and correct copies of (i) all Employee Benefit Plans
listed on Schedule 2.21, including all amendments thereto, (ii) the most
recent summary plan description for each Employee Benefit Plan, and (iii) the
most recently filed IRS Form 5500 for each Employee Benefit Plan.
(c) ab Each of the Employee Benefit Plans is in compliance in all
material respects with the applicable provisions of ERISA and those provisions
of the Code applicable to the Employee Benefit Plans, and each Employee
Benefit Plan intended to be qualified under section 401(a) of the Code is so
qualified. None of the Employee Benefit Plans is subject to Title IV of ERISA
or to section 412 of the Code. All contributions to, and payments from, the
Employee Benefit Plans which may have been required to be made in accordance
with the Employee Benefit Plans or the Code have been timely made. Each of
the Employee Benefit Plans has been administered at all times in all material
respects in accordance with its terms. There are no pending investigations by
any governmental agency involving the Employee Benefit Plans except with
respect to this transaction, no termination proceedings involving the Employee
Benefit Plans, and no pending or, to the best knowledge of the Seller,
threatened claims (except for claims for benefits payable in the normal
operation of the Employee Benefit Plans), suits, or proceedings against any
Employee Benefit Plan or assertion of any rights or claims to benefits under
any Employee Benefit Plan.

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

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

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

(g) ab The Seller hereby represents that it shall terminate the Homes
by Huff & Co., Inc. Profit Sharing Plan (the "Profit Sharing Plan") by
adoption of appropriate Board resolutions and an amendment to terminate the
Profit Sharing Plan as of a date before the Closing Date. Seller agrees that
it shall submit the Profit Sharing Plan to the Internal Revenue Service for a
qualification letter regarding the tax qualified status of the Profit Sharing
Plan upon Plan termination and upon receipt of a qualification letter from the
Internal Revenue Service regarding the qualified status of the Plan upon Plan
termination. Seller shall liquidate the assets under the Profit Sharing Plan
as soon as administratively feasible thereafter. Purchaser shall accept any
direct rollover from the Profit Sharing Plan into the Purchaser's qualified
retirement plan ("Purchaser's Plan"), as elected by the participants of the
Seller's Profit Sharing Plan who then are active employees of Purchaser, and
in accordance with the terms and provisions of the Purchaser's Plan. Seller
further represents that Seller and any member of its controlled group as
defined under Internal Revenue Code Section 414(b), (c), (m) or (o), do not
and will not maintain any qualified retirement plan under Internal Revenue
Code Section 401(k) as of the Closing Date, or at any time during the period
beginning on the date of the Profit Sharing Plan's termination and ending 12
months after distribution of all assets from the terminated Profit Sharing
Plan.

2.22 ab Section. Warranty Liability. Except as set forth in
Schedule 2.22, with respect to the Acquired Assets, the Seller has not (a)
incurred any costs in regard to any Warranty Liability at any time (b) the
Seller has not been notified, in writing or orally, of any pending or
potential Warranty Liability which has arisen or may arise in the future, and
(c) Seller does not have reason to anticipate any material pending or
potential Warranty Liability.

2.23 ab Section. No Changes. Except as set forth in Schedule
2.23, since the date of the Interim Financial Statements of the Seller, the
Seller has not (a) incurred any liability or obligation of any nature (whether
accrued, absolute, contingent or otherwise) except in the ordinary course of
business consistent with historic practice, (b) incurred any indebtedness for
borrowed money or entered into any commitment to borrow money or guarantee,
assumption, endorsement of, or other assumption of any liability that is
secured by the Acquired Assets except in the ordinary course of business; (c)
sold, transferred or otherwise disposed of any of the Acquired Assets, without
the written consent of the Purchaser, other than sales in the ordinary course
of business; (d) made any bonus or profit sharing distribution of any kind;
(e) entered into any transaction except in the ordinary course of business
consistent with past practice; (f) made any illegal payments to any Person; or
(g) made any changes to its governing documents.

2.24 ab Section. Letters of Intent and Sale Discussions. Except
for the Letter of Intent by and between Crossmann and Seller, dated May 13,
1999, the Seller has not entered into any binding letter of intent nor other
binding agreement pursuant to which the Seller has agreed to merge or
consolidate, in whole or in part, with any other Person, sell or exchange any
of the stock of the Seller, or sell, transfer, or assign any asset of the
Seller, except for sales of residential homes made in the ordinary course of
business.

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

2.26 ab Section. Survival. All representations and warranties
contained in this Agreement, except those in Section 2.16, shall survive the
execution, delivery, and performance hereof for a period of twenty-four (24)
months after the Closing Date; provided, however, that the representations
contained in Section 2.16 relating to environmental matters and the
obligation to indemnify with respect to a breach thereof shall survive for so
long as any environmental regulatory authority shall have the power to make
any claim, assessment or reassessment with respect thereto and the
representations contained in Section 2.06 relating to tax matters shall
survive for the duration of the applicable statute of limitations set forth in
the Code.

III abARTICLE

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

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

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

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

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

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

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

3.03 ab Section. Corporate Organization. The Company is a
corporation, duly organized, validly existing, and in good standing under the
laws of the State of North Carolina. The Company is a wholly-owned subsidiary
of Crossmann. Crossmann is a corporation incorporated and validly existing
under the laws of the State of Indiana, for which the most recent required
annual report under Indiana Business Corporation Law has been filed with the
Indiana Secretary of State, and no Articles of Dissolution appear as filed
with the Indiana Secretary of State.

IV abARTICLE

INDEMNIFICATION

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

The Seller and the Shareholders agree to jointly and severally indemnify
and hold harmless the Purchaser for any and all Warranty Liabilities in excess
of the Warranty Basket. Purchaser will notify the Seller, in writing, of any
pending Warranty Liability. The Seller and the Shareholders shall have ten
(10) business days from receipt of notice from the Purchaser (the "Assumption
Period") to notify the Purchaser, in writing, that the Seller and the
Shareholders will assume full responsibility for the payment and resolution of
such Warranty Liability. Failure of the Seller and the Shareholders to
respond within ten (10) days shall be deemed a waiver by the Seller and the
Shareholders of their right to assume responsibility for the Warranty
Liability. Upon notification to the Purchaser by the Seller and the
Shareholders that the Seller and the Shareholders intend to assume
responsibility for any Warranty Liability, that Warranty Liability shall
remain the full responsibility of Seller and the Shareholders until the
problem giving rise to the Warranty Liability has been resolved. Any costs or
expenses incurred by the Purchaser in resolving the problem giving rise to the
Warranty Liability shall be included in the Warranty Basket. Notwithstanding
the foregoing, Purchaser, Seller and Shareholders agree that Purchaser may
take any actions during the Assumption Period as may be reasonably necessary
to mitigate or prevent the occurrence of any additional costs associated with
a Warranty Liability; Seller and Shareholders shall remain responsible for
such mitigation expenses.

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

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

4.04 ab Section. Arbitration.

(a) ab If the Indemnifying Party does not agree that the Claimant is
entitled to full reimbursement for the amount specified in the Indemnification
Notice or Litigation Notice, as the case may be, the Indemnifying Party shall
notify the Claimant (the "Disagreement Notice") within twenty (20) days of its
receipt of the Indemnification Notice or Litigation Notice, as the case may
be. Failure to deliver a Disagreement Notice in a timely manner shall be
considered an express acknowledgment by the Indemnifying Party of its
obligation to indemnify and hold harmless the Claimant with respect to the
Indemnity Loss set forth in the Indemnification Notice or the Litigation
Notice, as the case may be. At any time after delivery of the Disagreement
Notice, either the Claimant or the Indemnifying Party may notify the other
that the determination as to whether and in what amount the Claimant is
entitled to indemnification from the Indemnifying Party shall then be made by
an arbitration tribunal (the "Arbitration Notice"). The arbitration tribunal
shall consist of three arbitrators, one to be selected by the Claimant, one to
be selected by the Indemnifying Party, and the third arbitrator to be selected
by the other two arbitrators. The arbitrators shall each be independent of
the parties and reasonably experienced in conducting arbitration proceedings
relating to similar matters and all arbitrators shall be selected within
thirty (30) days of the delivery of the Arbitration Notice. An arbitration
hearing shall then be held within thirty (30) days of the selection of the
third arbitrator, and the arbitration tribunal shall render its determination
as to whether and in what amount the Claimant is entitled to indemnification
within thirty (30) days of such hearing. All procedures with respect to the
arbitration proceeding provided for in this Section 4.04(a) shall be in
accordance with the rules of the American Arbitration Association, except as
otherwise specifically set forth in this Agreement and held in Raleigh, North
Carolina or Indianapolis, Indiana.

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

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

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

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

4.07 ab Section. Payment of Losses. The Indemnifying Party
shall pay to the Claimant in cash the amount to which the Claimant may become
entitled by reason of the provisions of this Article IV, such payment to be
made within fifteen (15) Business Days after such amount is finally determined
either by mutual agreement of the parties or pursuant to the arbitration
proceeding described in Section 4.04 of this Agreement or, in the case of an
Indemnity Loss described in a Litigation Notice, the date on which both such
amount and Claimant's obligation to pay such amount have been determined by a
final judgment of the trial court or administrative body having jurisdiction
over such proceeding.

4.08 ab Section. Survival. Notwithstanding the foregoing, the
Indemnifying Party shall have no liability with respect to any Indemnity Loss
Notice which is not received by the Indemnifying Party pursuant to Section
4.03 hereof on or before the second anniversary of the Closing Date;
provided, however, that the Indemnifying Party shall remain liable for any
Indemnity Loss arising from a breach of any representation contained in
Section 2.06 relating to tax matters and the obligations to indemnify with
respect to a breach thereof shall survive for so long as the applicable
statute of limitations, as set forth in the Code; and provided further, that
the Indemnifying Party shall remain liable for any Indemnity Loss arising from
a breach of any representation contained in Section 2.16 relating to
environmental matters and the obligation to indemnify with respect to a breach
thereof (an "Environmental Obligation") shall survive for so long as any
environmental regulatory authority shall have the power to make any claim,
assessment or reassessment with respect thereto.

V abARTICLE

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLER
AND THE SHAREHOLDERS

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

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

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

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

VI abARTICLE

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PURCHASER

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

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

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

6.03 ab Section. Consents and Approvals. All Permits and
Licenses necessary to conduct the business of Seller as now conducted,
including any necessary transfer thereof, and all consents, waivers,
authorizations, and approvals of any governmental or regulatory authority,
state or Federal, and of any other Person, that may be reasonably required in
connection with the execution of this Agreement or the effectuation of the
transactions contemplated herein, shall have been duly obtained and shall be
in full force and effect on the Closing Date. Each party (other than the
Seller and the Shareholders) to any of the Contracts specified in Schedule
2.17(a), Schedule 1.03, Schedule 2.09, or Schedule 2.12 shall have
provided its written consent to the assignment of the Contract to the
Purchaser as provided herein, to the extent such consent is required.

6.04 ab Section. No Violation of Orders. No preliminary or
permanent injunction or other order issued by any court or governmental or
regulatory authority, domestic or foreign, that declares this Agreement
invalid or unenforceable in any respect or prevents the consummation of the
transactions contemplated hereby, or which materially and adversely affects
the Acquired Assets, the Huff Operations, or the financial condition of the
Seller shall be in effect, and no proceeding relating to any order shall have
commenced.

6.05 ab Section. [Intentionally Omitted].

6.06 ab Section. Survey. Prior to the Closing, the Seller, at
the Seller's expense, shall have furnished to the Purchaser boundary surveys
of the Real Property, except for the Undeveloped Real Property and the Leased
Real Property, satisfactory to the Purchaser in its sole and absolute
discretion.

6.07 ab Section. Noncompetition Agreement with Seller. The
Seller and certain owners and officers of Seller who are presently engaged in
any business, enterprise, endeavor or activity which is substantially similar
to the business or activities conducted by the Purchaser or any of its
subsidiaries or affiliates shall have entered into a confidentiality and
noncompetition agreement with the Purchaser in the form of Exhibit 6.07
attached hereto and incorporated herein by this reference (the "Noncompete
Agreement").

6.08 ab Section. Employment Agreement. The Purchaser and
Mitchell T. Huff ("Huff") shall have entered into an employment agreement in
the form of Exhibit 6.08 attached hereto and incorporated herein by
reference (the "Employment Agreement"); provided, however, that Huff shall
remain an employee of Seller and Seller shall remain obligated to pay Huff his
appropriate compensation until the Closing Date.

VII abARTICLE

TERMINATION

7.01 ab Section. Termination; Failure to Close. The Purchaser
may terminate this Agreement by giving written notice to the Seller and the
Shareholders at any time prior to the Closing if the Purchaser is not
satisfied, in its sole and absolute discretion, with the condition of any of
the Acquired Assets, the amount of any of the Assumed Liabilities, or with the
continuing operations of Seller. Notwithstanding anything contained in the
preceding sentence to the contrary, this Agreement and the transactions
contemplated herein may be terminated at any time on or before the Closing (i)
by unanimous agreement of the parties or (ii) by one party giving written
notice to the other party on or before Closing in the event of fraud in the
inducement relating to the transactions contemplated in this Agreement by the
party receiving notice of termination.
7.02 ab Section. Effect of Termination. In the event of
termination pursuant to Section 7.01, this Agreement shall terminate and
have no further effect, with no liability on any party hereto, other than
liability arising out of a breach by that party of any representation,
warranty, covenant, or agreement contained herein. The obligations of the
Seller and the Shareholders pursuant to Section 8.04 shall specifically
survive a termination of this Agreement.

VIII abARTICLE

CLOSING AND POST-CLOSING MATTERS

8.01 ab Section. Closing Date. The closing of the purchase and
sale of the Acquired Assets (the "Closing") shall take place at a mutually
agreeable time and place, on or before June 11, 1999, unless mutually extended
by the parties.

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

(a) ab The certification required in Section 6.01;

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

(c) ab A Certificate of Existence of the Seller issued by the
Secretary of State for the State of North Carolina, dated as of the most
recent practicable date prior to the Closing;

(d) ab Copies, certified by an officer of the Seller, of the
resolutions of the Board of Directors and stockholders of Seller approving the
transactions contemplated by this Agreement;

(e) ab The Noncompete Agreements provided for in Section 6.07;

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

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

(h) ab The Employment Agreement provided for in Section 6.08.

(i) ab Copies certified by an officer of the Seller of the resolutions
of the Board of Directors of the Seller described in Section 2.21(g) and the
Profit Sharing Plan amendment described in Section 2.21(g).

(j) ab The Escrow Agreement provided for in Section 1.05.

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

(a) ab The certification required in Section 5.01;

(b) ab The Estimated Purchase Price;

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

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

(e) ab The Employment Agreement provided for in Section 6.08.

(f) ab The Noncompete Agreements provided for in Section 6.07.

(g) ab The Escrow Agreement provided for in Section 1.05.

8.04 ab Section. Confidentiality. Neither the Seller nor the
Shareholders shall directly or indirectly use, for its or his own benefit or
otherwise, or disclose to any other Person, any information relating to the
Acquired Assets, the operations of the Purchaser or the Seller or the terms
and conditions of this Agreement, except to the extent that such information
(i) was in the public domain at the time of the Closing; (ii) entered into the
public domain after the Closing through no fault of the Seller or the
Shareholders; (iii) is required to be disclosed by law or order of a court or
governmental body; or (iv) as is necessary in connection with Tax matters or
the ordinary conduct of the Seller.

8.05 ab Section. Building Permits. From and after the Closing
Date, until such time as the Purchaser may elect (at its option) to have the
building and other related permits described below reissued in the Purchaser's
name, the Seller hereby engages the Purchaser to act as its subcontractor with
respect to the construction and completion of any single-family houses and
multi-family housing units for which construction has not begun, or which have
not been fully constructed as of the Closing Date, but for which Seller holds,
as of the Closing Date, building and other related permits. The Seller hereby
authorizes the Purchaser to take any and all action, at the Purchaser's sole
cost and expense, which may be necessary to successfully complete such
construction. The Purchaser shall be entitled to all proceeds generated in
connection with the sale of the finished single-family houses and multi-family
housing units and the lots upon which they are located. The Purchaser agrees
to indemnify, hold harmless, and reimburse the Seller for any and all damages,
losses, obligations, demands, liabilities, claims, costs and expenses,
including reasonable attorneys'fees, arising from the Purchaser's performance
of its subcontracting services hereunder from and after the Closing Date.

8.06 ab Section. Sales Contracts. Notwithstanding anything in
this Agreement to the contrary, any residential sales contract listed on
Schedule 10.01 which, by its terms, would require the consent or approval
from any other Person in connection with the assignment of the sales contract
to, and the assumption of the sales contract by, the Purchaser, shall not be
deemed an "Assigned Contract" for purposes of this Agreement (a "Non-Assigned
Contract") and shall not be deemed assigned to or assumed by the Purchaser.
However, from and after the Closing Date, the economic benefits/ burdens to
the Seller under any such Non-Assigned Contract shall inure to the benefit
/burden of the Purchaser. The Purchaser shall receive any and all proceeds
from the sale of single family houses or multi-family housing units which are
the subject of the Non-Assigned Contracts and Seller shall promptly remit to
Purchaser any such proceeds received by it. The Purchaser shall indemnify,
hold harmless, and reimburse the Seller for any and all damages, losses,
obligations, demands, liabilities, claims, costs and expenses, including
reasonable attorneys' fees, arising from any breach by the Purchaser with
respect to the economic burdens under the terms of the Non-Assigned Contract
occurring after the Closing Date.

Section 8.07. Letter of Credit. As soon as reasonably practical
after Closing, Purchaser shall cause to be issued a $47,000 Letter of Credit
to replace the letter of credit in the same amount which Seller has in place
as the deposit under that contract with RBAG/Walnut Creek, LLC.

IX abARTICLE

MISCELLANEOUS

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

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

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

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

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

(b) ab terminate this Agreement.

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

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

If to the Purchaser, to:

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

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

With a copy to:

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

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

If to the Shareholders, to:

c/o Mitchell T. Huff
213 Brereton Drive
Raleigh, North Carolina 27615

Tel. No.: (919) 998-8500
Facsimile: (919) 998-8600

With a copy to:

James M. Day
Burns Day & Presnell PA
2626 Glenwood Avenue, Suite 560
Raleigh, North Carolina 27608

Tel. No.: (919) 782-1441
Facsimile: (919) 782-2311

If to the Seller to:

c/o Mitchell Huff
Homes by Huff & Company, Inc.
615 Davis Drive, Suite 100
Morrisville, North Carolina 27560

Tel. No.: (919) 998-8500
Facsimile No.: (919) 998-8600

With a copy to:

James M. Day
Burns Day & Presnell PA
2626 Glenwood Avenue, Suite 560
Raleigh, North Carolina 27608

Tel. No.: (919) 782-1441
Facsimile: (919) 782-2311

Any party may change its address for the purpose of this Section 9.06
by giving the other party written notice of its new address in the manner set
forth above. All notices to a party may be executed and sent by another
party's legal counsel.

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

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

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

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

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

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

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

X abARTICLE

DEFINITIONS

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

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

"Acquired Assets" means prepaid expenses, deposits, reserves, Accounts
Receivable, Assigned Contracts, Files and Records, Intellectual Property,
Leased Personal Property, Licenses, Partnerships, Permits (to the extent
transferable by the Seller), Personal Property, Real Property, Supplies, and
any other assets, including those listed on Schedule 1.01(a), with respect
to the Huff Operations. The term Acquired Asset shall not include any asset
which is an Excluded Asset.

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

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

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

"Assumed Liabilities"shall have the meaning set forth in Section 1.03.

"Balance Sheet Escrow Amount" means that portion of the Escrow Deposit
escrowed under the Escrow Agreement for purposes of the Purchase Price
adjustment pursuant to Section 1.06.

"Book Value as of the Closing" shall have the meaning set forth in
Section 1.06.

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

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

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

"Closing Date" means the date of the Closing.

"Code" means the Internal Revenue Code of 1986, as amended.

"Company" means Crossmann Communities of North Carolina, Inc., a North
Carolina corporation.

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

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

"Deficit" shall have the meaning set forth in Section 1.06.

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

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

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

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

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

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

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

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

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

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

"Escrow Agreement" shall have the meaning set forth in Section 1.05.

"Escrow Amount" shall have the meaning set forth in Section 1.05.

"Escrow Deposit" shall have the meaning set forth in Section 1.05.

"Estimated Closing Date Balance Sheet" shall have the set forth in
Section 1.06.

"Estimated Purchase Price" shall have the meaning set forth in Section
1.06.
"Excess" shall have the meaning set forth in Section 1.06.

"Excluded Assets" means any assets of the Seller which are not Acquired
Assets, including any assets of the Seller which the Purchaser may determine
are not necessary to the Huff Operations and those assets listed on Schedule
1.01(b).

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

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

"GAAP" means generally accepted accounting principles.

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

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

"Huff Operations" means (a) the sale by the Purchaser of single family
homes in the ordinary course of business, and (b) the development and sale by
the Purchaser of Lots and any improvements thereon located in residential
developments and/or subdivisions.

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

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

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

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

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

The phrases "to the Knowledge of" any Person, or "Known to" any Person,
or words of similar import, mean that such Person has made investigation of
the subject matter of the applicable representations and warranties which is
reasonable in light of the role of the Person in the applicable organization
and, where reasonable in light of the role of the Person in the applicable
organization, has conferred with appropriate Personnel and/or examined
appropriate documents of the organization or documents otherwise reasonably
accessible to such Person. The phrases "to the Knowledge of"or "Known to",
when used in reference to any organization, shall include the Knowledge of all
shareholders and officers of that organization.

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

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

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

"Lien" means any mortgage, pledge, security interest, encumbrance, lien
(statutory or other), option, easement, right-of-way, charge, or conditional
sale agreement as set forth on Schedule 1.02.

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

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

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

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

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

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

"Partnerships" means the Seller's partnership interest in all
partnerships including but not limited to those specified on Schedule 11.02.

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

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

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

"Personnel" means personnel of the Seller and personnel of the Purchaser,
as applicable.

"Phase I" shall have the meaning set forth in Section 4.08.

"Prohibited Activities" shall have the meaning set forth in Section
2.24.

"Purchase Price" means the aggregate consideration to be paid by the
Purchaser to the Seller for the Acquired Assets as set forth in Section
1.04.

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

"Real Property" means all Developed Real Property (defined in Section
2.11), Undeveloped Real Property (Defined in Section 2.12), Leased Real
Property (defined in Section 2.13), Land Contract Property (defined in
Section 2.14(a)), and Option Real Property (defined in Section 2.14(a))
collectively.

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

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

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

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

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

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

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

"Warranty Basket" means Warranty Liability of up to Fifty Thousand
Dollars ($50,000.00) in the aggregate.

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

[REMAINDER OF PAGE INTENTIONALLY BLANK]

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

"CROSSMANN"
CROSSMANN COMMUNITIES, INC.

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

"COMPANY"
CROSSMANN COMMUNITIES OF NORTH CAROLINA, INC.

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

"SELLER"

Homes by Huff & Company, Inc.

By:
___________________, ___________________

"SHAREHOLDERS"

/s/ Mitchell T. Huff
Mitchell T. Huff

/s/ Thomas A. Huff
Thomas A. Huff

/s/ Thomas C. Huff
Thomas C. Huff
TABLE OF CONTENTS

PAGE

ARTICLE I SALE AND PURCHASE 1

Section 1.01. Transfer of the Acquired Assets. 1

Section 1.02. Sale at Closing Date. 1

Section 1.03. Assumption of Liabilities. 2

Section 1.04. Purchase Price. 3

Section 1.05. Escrow. 3

Section 1.06. Purchase Price Adjustment. 3

Section 1.07. Withholding of Tax. 5

Section 1.08. Subsequent Documentation. 5

Section 1.09. Allocation of Purchase Price. 5

Section 1.10. Vehicle Loans. 5

ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE SELLER 5

Section 2.01. Title to Property. 6

Section 2.02. Authority; Consent. 6

Section 2.03. Consents and Approvals. 7

Section 2.04. Organization. 7

Section 2.05. Financial Statements of the Seller. 7

Section 2.06. Tax Matters. 7

Section 2.07. Compliance with Laws; No Default or Litigation. 8

Section 2.08. Personal Property Owned. 8

Section 2.09. Personal Property Leased. 8

Section 2.10. Developed Real Property. 9

Section 2.11. Undeveloped Real Property. 10

Section 2.12. Real Property Leases. 10

Section 2.13. Land Contracts. 10

Section 2.14. Real Property Generally. 11

Section 2.15. Homeowner's Associations. 13

Section 2.16. Environmental Compliance. 13

Section 2.17. Contracts. 15

Section 2.18. Accounts and Notes Receivable. 16

Section 2.19. Intellectual Property. 16

Section 2.20. Labor Relations: Employees. 17

Section 2.21. Employee Benefit Plans. 17

Section 2.22. Warranty Liability. 19

Section 2.23. No Changes. 19

Section 2.24. Letters of Intent and Sale Discussions. 19

Section 2.25. Disclosure. 20

Section 2.26. Survival. 20

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 20

Section 3.01. Authority: Consent. 20

Section 3.02. Consents and Approvals. 21

Section 3.03. Corporate Organization. 21

ARTICLE IV INDEMNIFICATION 21

Section 4.01. Indemnification by Seller. 21

Section 4.02. Indemnification by the Purchaser. 22

Section 4.03. Notice. 23

Section 4.04. Arbitration. 23

Section 4.05. Defense of Claims. 24

Section 4.06. Computation of Indemnity Losses. 24

Section 4.07. Payment of Losses. 24

Section 4.08. Survival. 25

ARTICLE V CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLER 25

Section 5.01. Performance of the Obligations of the Purchaser. 25

Section 5.02. Consents and Approvals. 25

Section 5.03. No Violation of Orders. 26

ARTICLE VI CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PURCHASER 26

Section 6.01. Performance of the Obligations of the Seller and the
Shareholders. 26

Section 6.02. Completion of Due Diligence. 26

Section 6.03. Consents and Approvals. 26

Section 6.04. No Violation of Orders. 26

Section 6.05. [Intentionally Omitted]. 27

Section 6.06. Survey. 27

Section 6.07. Noncompetition Agreement with Seller. 27

Section 6.08. Employment Agreement. 27

ARTICLE VII TERMINATION 27

Section 7.01. Termination; Failure to Close. 27

Section 7.02. Effect of Termination. 27

ARTICLE VIII CLOSING AND POST-CLOSING MATTERS 28

Section 8.01. Closing Date. 28

Section 8.02. Deliveries by the Seller and the Shareholders. 28

Section 8.03. Deliveries by Purchaser. 29

Section 8.04. Confidentiality. 29

Section 8.05. Building Permits. 29

Section 8.06. Sales Contracts. 30

ARTICLE IX MISCELLANEOUS 30

Section 9.01. Counterparts. 30

Section 9.02. Expenses. 30

Section 9.03. Public Announcements. 30

Section 9.04. Risk of Loss. 31

Section 9.05. Index and Captions. 31

Section 9.06. Notices. 31

Section 9.07. Entire Agreement. 33

Section 9.08. Waiver of Compliance. 33

Section 9.09. Validity of Provisions. 33

Section 9.10. Schedules and Exhibits. 34

Section 9.11. No Intention to Benefit Third Parties. 34

Section 9.12. Successors and Assigns. 34

Section 9.13. Governing Law. 34

ARTICLE X DEFINITIONS 34

EXHIBIT 10.50

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement ("Agreement") is made and entered
into as of the 18th day of June, 1999, by and among Crossmann Communities of
North Carolina, Inc., a North Carolina corporation ("CCNC"), Crossmann
Communities, Inc., an Indiana corporation ("Crossmann") and Mitchell T. Huff
(the "Executive").

PRELIMINARY STATEMENTS

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

TERMS AND CONDITIONS

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

XI abARTICLE

Employment and Duties

11.01 ab Section . General. The Employers hereby employ the
Executive, and the Executive hereby agrees to serve the Employers in the
capacity of a Vice President of CCNC,and to perform the executive and
management duties that the Board of Directors of CCNC and/or the Board of
Directors of Crossmann (collectively and individually the "Boards") shall
reasonably assign to the Executive from time to time.

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

11.03 ab Section.Exclusive Employment. Throughout the Employment
Term, as defined in Section 2, the Executive shall not render his services,
directly or indirectly, for compensation, to any other person or organization
without the prior written consent of the Employers and shall not engage in any
activity which would significantly interfere with the faithful performance of
his duties under this Agreement.

XII abARTICLE

Employment TermThe Executive's employment hereunder shall commence on the
Closing Date as that term is defined in the Asset Purchase Agreement by and
among the Employers, the Executive, Thomas A. Huff, Thomas C. Huff and Homes
by Huff & Co., Inc. (the "Seller") dated as of June 18th , 1999 (the "Purchase
Agreement"), and shall continue until June 18th, 2003. Notwithstanding the
foregoing, the Executive's employment hereunder shall be subject to
resignation or termination in accordance with the provisions of Section 4
hereof. As used in this Agreement, the term "Expiration Date" shall mean June
18th, 2003 and the term "Employment Term" shall mean the period beginning on
the date hereof and ending on the earlier of the Expiration Date, the
Termination Date, the Resignation Date, (both as defined in Section 4 hereof),
or other date the Executive ceases to be employed by the Employers in
accordance with Section 4 hereof.

XIII abARTICLE

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

13.01 ab Section.Annual Base Salary. CCNC shall pay to the
Executive, in accordance with the then prevailing payroll practices of CCNC,
an annual salary of not less than One Hundred Ten Thousand Dollars ($110,000)
(the "Annual Base Salary"), subject to required withholdings under Federal,
state, and local laws. CCNC's obligations with respect to payment of the
Annual Base Salary shall not be effective until the Employment Term has
commenced, and the Annual Base Salary shall be pro-rated for 1999. The Annual
Base Salary shall not be reduced during the Employment Term.

13.02 ab Section.Bonus. The Executive shall be eligible to
participate in the executive bonus program in place for other executives of
the Employers having levels of responsibility similar to that of Executive.
The Executive shall be entitled to receive a bonus of up to Fifty Percent
(50%) of the Annual Base Salary (the "Bonus"), based upon achievement of
certain operating goals and the overall performance of the Crossmann Group.

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

13.04 ab Section . Vacation Leave. The Executive shall be
entitled to that number of days of vacation leave per employment year that is
provided to other executives of the Employers with levels of responsibility
similar to that of Executive. To the extent the number of days of vacation
leave is based upon employment tenure, the Executive's employment tenure with
the Seller shall be counted. The Executive shall accrue and receive full
compensation and benefits during his vacation leave periods. Unused vacation
leave time shall not carry over from one year of the Employment Term to the
next and unused vacation leave time shall not entitle the Executive to any
additional compensation.

13.05 ab Section.Stock Option Plan. The Employers shall grant to
the Executive options to purchase up to Sixteen Thousand (16,000) shares of
Crossmann common stock (the "Options") at a price equal to the trading price
of the Crossmann common stock on the date of the closing of the transactions
contemplated by the Purchase Agreement. $100,000 of the Options shall vest
upon the closing of the transactions contemplated by the Purchase Agreement.
Additional $100,000 increments of the Options shall vest on January 1, 2000,
January 1, 2001, and January 1, 2002. The balance of the Options, if any,
shall vest on January 1, 2003. The complete terms and conditions of the grant
of the Options will be set forth in a separate stock option agreement between
Crossmann and the Executive.

13.06 ab Section.Automobile. The Employers, at their expense,
shall provide the Executive with an automobile which is the same or equivalent
make and model as the automobiles provided to other executives of the
Employers for the Employment Term. The Employers shall reimburse the
Executive for all reasonable expenses associated with the automobile,
including gasoline and normal repair expenses, incurred by the Executive in
conducting the Employers' business, in accordance with the policies of
Crossmann.

13.07 ab Section.Business Expenses. CCNC shall reimburse the
Executive for all reasonable business expenses incurred by the Executive in
conducting the Employers' business, provided that Executive complies with
record keeping and other policies of the Employers with respect to such
expenses.

XIV abARTICLE

Termination of Employment

14.01 ab Section . Termination for Cause.

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

(b) ab A termination for "Cause" means a termination by one of the
Boards for any one or more of the following reasons: (a) theft, fraud,
embezzlement, dishonest or other similar behavior by the Executive; (b) any
material breach by the Executive of the terms of this Agreement, or the
Purchase Agreement or any breach by the Executive of the terms of the
Nondisclosure, Noncompetition and Nonsolicitation Agreement of even date
herewith executed by the Executive (the "Noncompetition Agreement"); (c) any
material neglect of duty, incompetence, insubordination or misconduct of the
Executive in discharging any of his duties and responsibilities hereunder, (d)
any act of theft or dishonesty by the Executive or any criminal conviction or
indictment of the Executive, (e) any occurrence of the Executive reporting to
work under the influence of alcohol or illegal drugs, or the Executive being
under the influence of alcohol or illegal drugs during working hours, (f) any
failure or refusal by the Executive to comply with the policies, rules or
regulations of the Employers whether now in force or hereafter adopted; (g)
any misrepresentation or concealment by the Executive of any material fact for
the purpose of securing this Agreement, or (h) any other material act of
misconduct within the control of the Executive.

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

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

14.02 ab Section . Resignation.The Executive may resign from his
employment with the Employers pursuant to this Agreement at any time by
providing written notice to the Boards of his resignation at least thirty (30)
days prior to the effective date of the resignation (the "Resignation
Notice"). The effective date of the Executive's resignation shall be that
specified in the Resignation Notice, or the actual date the Executive
terminates employment with the Employers as the result of a resignation,
whichever occurs earlier (the "Resignation Date"). If prior to the Expiration
Date, the Executive resigns his employment, the Executive shall only be
entitled to payment of that portion of the Annual Base Salary under Section
3(a) that the Executive earned through and including the Resignation Date, at
the rate of the Annual Base Salary in effect at that time.

14.03 ab Section . Termination Without Cause. The Employers
may, in their sole discretion, terminate the Executive's employment with the
Employers pursuant to this Agreement at any time without Cause, by providing
written notice to the Executive at least twenty-four (24) hours prior to the
Termination Date, as defined in this subsection (c). If the Employers
terminate the Executive's employment without Cause, CCNC shall be obligated to
continue to pay to him (i) the Annual Base Salary and (ii) the sum of $1,000
per month (in lieu of the monthly premiums/expenses for the executive benefits
and automobile to otherwise be provided by Employers pursuant to Sections 3(c)
and (f) of this Agreement), all for the period during which the Executive is
bound by the terms and conditions of the Noncompetition Agreement (the
"Severance Payments"). Such payments shall be made as and when the same would
have been due and payable if the Executive's employment had continued through
such date, subject to the provisions of Sections 4(d) and 4(e). In addition,
if the Employers terminate the Executive's employment without Cause, the
Options shall continue to vest thereafter as described in Section 3(e) above
(. If the Employers terminate the Executive's employment without Cause, the
Executive shall not be entitled to any Bonus payments for any periods after
the Termination Date. As a condition precedent to receiving the Severance
Payments, the Executive shall sign a release of all claims the Executive has
or may have against the Employers in form and substance submitted to the
Executive by the Employers. The term "Termination Date" as used in this
subsection (c) shall mean the actual date the Executive terminates employment
with the Employers as a result of action taken by one of the Employers, and
not as a result of the Executive's resignation as provided in Section 4(b).
Except as provided in this subsection (c), the Executive shall not be eligible
to receive any compensation or benefits under this Agreement with respect to
any future periods beginning on or after the Termination Date. The provisions
of this subsection (c) shall also be applicable if this Agreement is
terminated by the Executive due to a material breach of this Agreement by the
Employers which is not timely cured within thirty (30) days after the
Employers receive written notice of the default from the Executive.

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

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

(f) Notwithstanding anything in this Section 4 to the contrary, in
each instance where the Executive's employment is terminated, for whatever
reason, the Executive shall be reimbursed for all expenses accrued by the
Executive through the Termination Date or Resignation Date, as the case may
be, which are reimbursable pursuant to Section 3(g).

XV abARTICLE

Nondisclosure, Noncompetition and NonsolicitationAgreementOn the date
hereof the Executive, Crossmann and CCNC entered into a Nondisclosure,
Noncompetition and Nonsolicitation Agreement (the "Noncompetition Agreement").
All of the terms and conditions of the Noncompetition Agreement are
incorporated herein by reference and any breach of the Noncompetition
Agreement shall be deemed to be a breach of this Agreement.

Non-assignability, Binding Agreement.

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

15.02 ab Section. By CCNC or Crossmann. CCNC and/or Crossmann
may assign, delegate, or transfer this Agreement and all of their rights and
obligations under this Agreement to any of its affiliates or subsidiaries or
to any business entity that by merger, consolidation, or otherwise acquires
all or substantially all of the assets of CCNC or Crossmann or to which CCNC
or Crossmann transfers all or substantially all of its assets. Upon
assignment, delegation, or transfer, any affiliate, subsidiary, or business
entity related to CCNC and/or Crossmann shall be deemed to be substituted for
CCNC and/or Crossmann, as applicable, for all purposes of this Agreement;
however, neither CCNC nor Crossmann shall be released from liability to the
Executive by that assignment.

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

XVI abARTICLE

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

XVII abARTICLE

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

XVIII abARTICLE

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

XIX abARTICLE

Governing Law and JurisdictionThe laws of the State of North Carolina shall
govern the validity, performance, enforcement, interpretation and any other
aspect of this Agreement, notwithstanding any state's choice of law provisions
to the contrary.

XX abARTICLE

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

(a) If to CCNC or Crossmann, to:

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

with a copy to:

Steven K. Humke
ICE MILLER DONADIO & RYAN
One American Square
Box 82001
Indianapolis, Indiana 46282
Tel. No: (317) 236-2100
Fax: (317) 236-5817

(b) If to the Executive, to:

Mitchell T. Huff
213 Brereton Drive
Raleigh, North Carolina 27615
Tel. No.: (919) 998-8500
Fax: (919) 998-8600

with a copy to:

James M. Day
Burns Day & Presnell, PA
2626 Glenwood Avenue, Suite 506
Raleigh, North Carolina 27608
Tel. No.: (919) 782-1441
Fax: (919) 782-2311

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

XXI abARTICLE

Prior AgreementsThis Agreement and the Noncompetition Agreement are a complete
and total integration of the understanding of the parties with respect to the
Executive's employment by the Employers. This Agreement and the
Noncompetition Agreement supersede all prior or contemporaneous negotiations,
commitments, agreements, writings including handbooks, and discussions with
respect to the subject matter of this Agreement and the Noncompetition
Agreement.

XXII abARTICLE

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

XXIII abARTICLE

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

XXIV abARTICLE

GuarantyCrossmann hereby guarantees the performance of all of CCNC's
obligations hereunder, including all of CCNC's obligations to make payments to
the Executive hereunder.

XXV abARTICLE

Governing LawThe laws of the State of North Carolina shall govern all aspects
of this Agreement notwithstanding any choice of law provision to the contrary.

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

"CCNC"

Crossmann Communities of North Carolina, Inc.

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

"CROSSMANN"

CROSSMANN COMMUNITIES, INC.

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

"EXECUTIVE"

/s/ Mitchell T. Huff

Mitchell T. Huff

<ARTICLE> 5
<LEGEND>
Crossmann Communities, Inc.
Exhibit 27.1
Article 5 Financial Data Schedule for 1999 10-Q
</LEGEND>

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 4616342
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 266773998
<CURRENT-ASSETS> 0
<PP&E> 8851689
<DEPRECIATION> 4009333
<TOTAL-ASSETS> 334762961
<CURRENT-LIABILITIES> 0
<BONDS> 140834613
0
0
<COMMON> 65504773
<OTHER-SE> 97998551
<TOTAL-LIABILITY-AND-EQUITY> 334762961
<SALES> 226657752
<TOTAL-REVENUES> 226657752
<CGS> 180637503
<TOTAL-COSTS> 180637503
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1023708
<INCOME-PRETAX> 21430504
<INCOME-TAX> 8557931
<INCOME-CONTINUING> 12872573
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 12872573
<EPS-BASIC> 1.11
<EPS-DILUTED> 1.09

</TABLE>