THIRD AMENDMENT TO PURCHASE AGREEMENT AND TO DEVELOPMENT AGREEMENT

This THIRD AMENDMENT TO PURCHASE AGREEMENT AND TO DEVELOPMENT AGREEMENT (the “Third Amendment”) is made this 19 ^th day of November, 2008, by and between St. Charles Community, LLC, a Delaware limited liability company (“Seller/Developer”), and U.S. Home Corporation, a Delaware corporation (“Purchaser/Builder”).

WHEREAS , Seller/Developer and Purchaser/Builder are parties to a certain Purchase Agreement dated March 4, 2004, as amended by a certain First Amendment to Purchase Agreement dated June 20, 2006, and as further amended by a certain Second Amendment to Purchase Agreement and Development Agreement dated December 31, 2007 (collectively, the “Contract”), for the purchase and sale of certain property located within the Fairway Village section of the St. Charles Planned Unit Development project in Charles County, Maryland, as more particularly described in the Contract (the “Property”); and

WHEREAS ,   Seller/Developer and Purchaser/Builder are also parties to a certain Development Agreement dated March 4, 2004, as amended by a certain First Amendment to Development Agreement dated September 20, 2004, and as further amended by a certain Second Amendment to Purchase Agreement and Development Agreement dated December 31, 2007  (collectively, the “Development Agreement”), whereby Seller/Developer and Purchaser/Builder have made certain agreements with respect to the development of infrastructure for the Property in connection with the purchase of residential Lots in the Property by the Purchaser/Builder under the Contract; and

WHEREAS , Seller/Developer and Purchaser/Builder desire to amend and modify certain terms of the Contract and the Development Agreement as more particularly set forth below in this Third Amendment.

NOW, THEREFORE , in consideration for the mutual promises and covenants of the parties, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller/Developer and Purchaser/Builder hereby agree as follows:

1.            Incorporation of Recitals .  Each of the recitals set forth above are hereby incorporated by reference as if set forth fully at this point in this Third Amendment.

2.            Defined Terms .  Capitalized terms used and not defined in this Third Amendment shall have the meanings ascribed to them in the Contract and the Development Agreement.

3.            Purchaser’s Pace; 2008-2011 Takedowns .  Section 1.03 of the Contract and Section 2(b) of the Development Agreement are hereby amended as follows:

(a)           Seller/Developer acknowledges and agrees that Purchaser/Builder has, prior to the date of this Amendment, satisfied all of its requirements under the Contract and the Development Agreement with respect to the Initial 2008 Takedown (as set forth in the Second Amendment).

(b)           Seller/Developer and Purchaser/Builder acknowledge and agree that Purchaser/Builder’s takedown requirements in the Contract and the Development Agreement are hereby modified and amended as follows:

The Remaining 2008 Takedown, Initial 2009 Takedown, Remaining 2009 Takedown, Initial 2010 Takedown, Remaining 2010 Takedown, Initial 2011 Takedown and Remaining 2011 Takedown shall be individually referred to as a “2008-2011 Takedown” and collectively referred to as the “2008-2011 Takedowns”.  The Remaining 2008 Takedown Lots, Initial 2009 Takedown Lots, Remaining 2009 Takedown Lots, Initial 2010 Takedown Lots, Remaining 2010 Takedown Lots, Initial 2011 Takedown Lots and Remaining 2011 Takedown Lots shall be collectively referred to as the “2008-2011 Takedowns Lots”.  Each time period identified in the above schedule in which a 2008-2011 Takedown is required to occur is referred to herein as a “2008-2011 Takedown Period”.

Each of the 2008-2011 Takedowns shall be in accordance with and subject to all of the terms and provisions of this Third Amendment, the Contract and the Development Agreement, provided however, notwithstanding anything contained in the Contract or the Development Agreement to the contrary, the purchase price for each of the 2008-2011 Takedowns (the “2008-2011 Takedowns Lots Purchase Price”) shall be as set forth in Section 4 of this Third Amendment.  Purchaser/Builder shall have the right at any time to proceed to settlement on more Lots than the minimum number of Lots required to be purchased during any 2008-2011 Takedown Period, at the purchase price applicable to such 2008-2011 Takedown Period.  Purchaser/Builder shall receive credits toward the minimum number of Lots required to be purchased in any 2008-2011 Takedown Period, for Lots previously purchased in excess of the minimum number, and such credits shall be cumulative.  Subject to the provisions set forth below, Seller/Developer will use its best efforts to ensure that there shall be, as