0001065645-02-000007 Sample Contracts

GUARANTEE
Guarantee • April 15th, 2002 • American Community Properties Trust • Land subdividers & developers (no cemeteries)

This is a continuing guarantee and shall not be amended nor terminated except by written statement signed by ACPT, authorized by a majority of the independent trustees of ACPT.

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AMENDMENT TO CONSULTING AGREEMENT
Consulting Agreement • April 15th, 2002 • American Community Properties Trust • Land subdividers & developers (no cemeteries)

THIS AMENDMENT TO CONSULTING AGREEMENT ("Agreement") is made and entered into this 28th day of January 2002, by and between ST. CHARLES COMMUNITY, LLC (the "Company") and Thomas J. Shafer (the "Consultant").

LAND DEVELOPMENT ASSOCIATES, S.E. Doral Building, 7th Floor 650 Munoz Rivera Avenue Hato Rey, Puerto Rico 00918-4149
American Community Properties Trust • April 15th, 2002 • Land subdividers & developers (no cemeteries)

Dear Mrs. Rocafort: Reference is made to that certain Loan Agreement between Land Development Associates, S.E. ("LDA") and FirstBank Puerto Rico ("you"), dated August 3, 1995, as amended, (the "LDA Loan Agreement") and that certain Non-Revolving Credit Agreement between KEMBT Corporation ("KEMBT") and you, dated the date hereof (the "Credit Agreement").

GUARANTEE
Guarantee • April 15th, 2002 • American Community Properties Trust • Land subdividers & developers (no cemeteries)

This is a continuing guarantee and shall not be amended nor terminated except by written statement signed by ACPT, authorized by a majority of the independent trustees of ACPT.

April 15, 2002 (VIA FACSIMILE AND FIRST CLASS MAIL) FIRSTBANK PUERTO RICO Commercial Credit Department 1519 Ponce de Leon Avenue Santurce, Puerto Rico Attention: Nelson Gonzalez Ladies/Gentlemen: Reference is made to that certain letter of even date...
American Community Properties Trust • April 15th, 2002 • Land subdividers & developers (no cemeteries)

This will confirm in writing that as additional consideration for the Bank's agreement to partially rescind, ab initio, the Letter pursuant to the Letter Agreement, we will redeem the outstanding balance of the LDA Note and fully repay FirstBank Puerto Rico the outstanding balance of Kembt's obligations under the Non-Revolving Credit Agreement dated July 13, 2001, with the proceeds of additional credit facilities under the LDA Loan Agreement, which, if approved, under acceptable terms and conditions with respect to tenor, interest rate, collateral and other similar and customary considerations, we bind ourselves to close within the 30 days following your notice to us of approval of such additional financing.

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