AIRCRAFT TIME SHARING AGREEMENT

Exhibit 10.1

AIRCRAFT TIME SHARING AGREEMENT

This Aircraft Time Sharing Agreement ("Agreement") is done this 17th day of August, 2005 by and between US Home Corporation ("Lessor"), a Delaware   corporation whose address is c/o Lennar Corporation, 700 NW 107th Avenue, Suite 400, Miami, Florida 33172, and Stuart Miller ("Lessee"), whose address is c/o Lennar Corporation, 700 NW 107th Avenue, Suite 400, Miami, Florida 33172 (collectively the "Parties").   It is intended that this Agreement will meet the requirements of a "Time Sharing Agreement" as that term is defined in FAR Section 91.501(c)(1) whereby Lessor will lease its Aircraft and flight crew to Lessee.

RECITALS

WHEREAS, pursuant to the terms of Aircraft Lease (S/N 5607)) between Banc of America Leasing & Capital, LLC and Lennar Aircraft I, LLC, entered into for the purposes of Lennar Aircraft I, LLC leasing the aircraft, as described in Exhibit A attached hereto ("Aircraft"), and the dry sublease between Lennar Aircraft I, LLC and Lessor dated August 17 , 2005 ("Sublease"), Lessor is subleasing the Aircraft from Lennar Aircraft I, LLC and has the right and lawful authority to enter into time sharing agreements, as defined in Section 91.501(c)(1) of the Federal Aviation Regulations ("FAR"), with its officers and directors;

WHEREAS, Lessor has concluded an aircraft management agreement with Turnberry Management III, Inc. dated August 17, 2005 to provide a fully qualified flight crew to operate the Aircraft for the benefit of Lessor as well as for the benefit of Lessee under the terms of this Agreement;

WHEREAS, Lessor and Lessee desire to lease said Aircraft with flight crew on a non-exclusive time sharing basis;

WHEREAS, this Agreement sets forth the understanding of the Parties as to the terms under which Lessor will provide Lessee with the use, on a periodic basis, of the Aircraft;

WHEREAS, the use of the Aircraft will at all times be pursuant to and in full compliance with the requirements of Federal Aviation Regulations ("FAR") 91.501(b)(6), 91.501(c)(1), and 91.501(d);

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Parties agree as follows:

1.   Lessor agrees to lease the Aircraft to Lessee pursuant to the provisions of FAR 91.501(c)(1) and to provide a fully qualified flight crew for all operations. This Agreement shall commence on a date to be specified by Lessor and communicated to the Lessee in writing (the “Effective Date”), and continue for the remaining portion of the Calendar Year (“Calendar Year” being defined as the period beginning January 1st of each year and ending December 31st of the same year). Thereafter, this Agreement may be renewed by Lessor upon the designation of a new Effective Date (the “New Effective Date”), in each subsequent Calendar Year, in which case this Agreement shall continue on from the New Effective Date for the remaining portion of that Calendar Year. Either party may at any time terminate this Agreement upon thirty (30) days written notice to the other party.

2.   Cost of Use of Aircraft.

(a)   In exchange for use of the Aircraft, Lessee shall pay the direct operating costs of the Aircraft up to the amount permitted pursuant to FAR 91.501 for any flight conducted under this Agreement, but in no case shall such reimbursements exceed the actual operating costs. Pursuant to FAR 91.501(d), those direct operating costs shall be limited to the following expenses for each use of the Aircraft:

(b)   Lessor shall invoice, and Lessee shall pay, for all appropriate charges, in accordance with Section 4 hereof.

(c)   In addition to the rental rate referenced in Section 2(a)   above, Lessee shall also be assessed the Federal Excise Taxes as imposed under Article 4261 of the Internal Revenue Code, and any segment and landing fees associated with such flight(s).

3.   Taxes.

The parties acknowledge that, with the exception of 2.(7) and (8), the payments specified in Section 2 from Lessee to Lessor are subject to the federal excise tax imposed under Article 4261 of the Internal Revenue Code of 1986, as amended (the “Commercial Transportation Tax”). Lessee shall pay to Lessor (for remittance to the appropriate governmental agency) all Commercial Transportation Tax applicable to flights of the Aircraft conducted hereunder.  

4.   Prepayment for Flights.

Upon the Effective Date hereof, Lessee shall deliver to Lessor $100,000 to fund an account for the costs and payment of flights hereunder (the "Prepayment Fund"). No interest shall be paid on the Prepayment Fund. Immediately upon presentment of invoices for time-sharing flights, Lessor shall apply funds from the Prepayment Fund to pay for and reimburse for all reimbursable expenses for those flights. Monthly reconciliations shall be provided to Lessee which shall set forth the expenses of each specific flight through the last day of the month in which any flight or flights for the account of Lessee occur, which expenses shall conform to FAR Part 91.501(d). Upon termination of this Agreement, any funds remaining in the Prepayment Fund shall be returned to Lessee within thirty (30) days.

5.   Operating Expenses.

Lessor will pay all expenses related to the operation of the Aircraft for time-sharing flights when such expenses are incurred, using the Prepayment Fund. Lessor will provide a monthly reconciliation to Lessee for the expenses enumerated in paragraph 2 above on the last day of the month in which any flight or flights for the account of Lessee occur. In the event that the net balance of the Prepayment Fund respecting any monthly reconciliation is less than $100,000, Lessee shall replenish the Prepayment Fund in an amount such that on the first day of the following month the account shall be funded in an amount not less than $100,000. In the event expenses exceed the Prepayment Fund in any given month, Lessee shall pay such additional expenses upon receipt of the invoice for the amounts exceeding the Prepayment Fund, which invoice shall be presented within fifteen (15) days of the time such expenses are incurred.

6.   Flight Crew.

Lessor shall pay for and provide a qualified flight crew for all flight operations under this Agreement. In accordance with applicable Federal Aviation Regulations, the qualified flight crew provided by Lessor will exercise all of its duties and responsibilities in regard to the safety of each flight conducted hereunder. Lessee specifically agrees that the flight crew, in its sole discretion, may terminate any flight, refuse to commence any flight, or take other action which in the considered judgment of the pilot in command is necessitated by considerations of safety. No such action of the pilot in command shall create or support any liability for loss, injury, damage or delay to Lessee or any other person. The parties further agree that Lessor shall not be liable for delay or failure to furnish the Aircraft and crew pursuant to this Agreement when such failure is caused by government regulation or authority, mechanical difficulty, war, civil commotion, strikes or labor disputes, weather conditions, or acts of God.

7.   Operational Control.

Lessor shall be responsible for the physical and technical operation of the Aircraft and the safe performance of all flights and shall retain full authority and control, including exclusive operational control, and possession of the Aircraft at all times during the term of this Agreement. In accordance with applicable FARs, the qualified flight crew provided by Lessor will exercise all required and/or appropriate duties and responsibilities in regard to the safety of each flight conducted hereunder. The Pilot-In-Command shall have absolute discretion in all matters concerning the preparation of the Aircraft for flight and the flight itself, the load carried and its distribution, the decision whether or not a flight shall be undertaken, the route to be flown, the place where landings shall be made and all other matters relating to operation of the Aircraft. Lessee specifically agrees that the flight crew shall have final and complete authority to delay or cancel any flight for any reason or condition which, in the sole judgment of the Pilot-In-Command, could compromise the safety of the flight and to take any other action which, in the sole judgment of the Pilot-In-Command, is necessitated by considerations of safety. No such action of the Pilot-In-Command shall create or support any liability to Lessee or any other person for loss, injury, damages or delay. The Parties further agree that Lessor shall not be liable for delay or failure to furnish the Aircraft and crew pursuant to this Agreement, whether such failure is caused by government regulation or authority, mechanical difficulty or breakdown, war, civil commotion, strikes or labor disputes, weather conditions, acts of God or other circumstances beyond Lessor's reasonable control. Lessee agrees that Lessor's operation of aircraft is within the operation guidelines of the Lessor's Flight Operations Department manual the crews are responsible to operate within, the guidelines of FAR 91, and the Lessor's Flight Operations Department manual.

8.   Covenants Regarding Aircraft Maintenance.

The Aircraf