FIRST AMENDMENT TO COMMERCIAL PROMISSORY NOTE This First Amendment ("First Amendment") to Commercial Promissory Note is made this ---- day of March, 1997, by and between Joseph Gall ("Lender") and TVMJG 1996-PUTNAM SQUARE LIMITED PARTNERSHIP...

                               FIRST AMENDMENT TO
                           COMMERCIAL PROMISSORY NOTE

     This First Amendment ("First  Amendment") to Commercial  Promissory Note is
made this ---- day of March,  1997, by and between  Xxxxxx Xxxx  ("Lender")  and
TVMJG 0000-XXXXXX  XXXXXX LIMITED  PARTNERSHIP  ("Borrower") with respect to the
following facts:

                                    RECITALS

     A. The  Commercial  Promissory  Note  ("Note")  which is the subject of his
First  Amendment  is by and between  Lender and  Borrower and is dated April 26,
1995.

     B. The parties desire to modify certain of the terms of the Note.

         NOW,   THEREFORE,   with  respect  to  the   foregoing   facts  and  in
consideration of the promises and  undertakings  herein  contained,  the parties
agree as follows:

     1. Line 4 of the paragraph  entitled  "Principal and Interest" on page 1 of
the Note is amended by  inserting  the term 50% of in front of the term "the" in
such line.

     2. All other  provision of the Note remain  unchanged and in full force and
effect.

         Executed and effective as of the date first above written:


BORROWER:                                            LENDER:

TVMJG 0000-XXXXXX XXXXXX
LIMITED PARTNERSHIP

By: Homes for America Holdings, Inc.
    Its General Partner

By: /s/ Xxxxxx X. XxxXxxxxxx               /s/ Xxxxxx Xxxx  POA s/s Xxxxxx Xxxx
-------------------------------             ------------------------------------
                                            Xxxxxx Xxxx