Exhibit 10.19 (c)


                                  Exhibit C


                       NON-NEGOTIABLE PROMISSORY NOTE

                                April 1, 1996


Borrower:  Spencer I. Browne

Lender:    Financial Asset Management LLC, a Colorado limited
           liability company

Amount:    $2,100,000.00

Maturity Date: December 31, 1998


         For value received, Borrower promises to pay Financial Asset Management
LLC ("Lender") at Lender's  office in Denver,  Colorado,  the sum of Two Million
One  Hundred  Thousand  Dollars  ($2,100,000.00)  in lawful  money of the United
States with simple interest thereon from the date hereof until paid, both before
and after judgment,  computed on the basis of a three hundred  sixty-five  (365)
day year,  at a variable  rate per annum,  adjusted  as of the first day of each
calendar  month  during the term of this  Promissory  Note,  equal to the M.D.C.
Holdings,  Inc.  Corporate  Borrowing  Rate,  provided  that such rate shall not
exceed 13%.  Upon  default in payment of any  principal  or  interest  when due,
whether due at stated maturity, by acceleration,  or otherwise,  all outstanding
principal  shall bear  interest at a default rate of eighteen  percent (18%) per
annum from the date when due until paid, both before and after judgment.

         Payments  of  accrued  interest  shall be made on April 1 of each  year
during the term of this Promissory Note.  Payments of principal shall be made on
April 1 of each  year  during  the  term of this  Promissory  Note if and to the
extent of the positive amount determined under the following equation:

                           X = .55 (Y - $400,000) - Z

                  X is the amount of principal to be paid
                  Y is  the  amount  distributed  to  Borrower  in  the
                        preceding calendar year in respect of his interest in
                        Financial Asset Management LLC ("FAMC")



                  Z is the amount, if any, by which Borrower's
                        compensation is reduced in any calendar year
                        pursuant to section 3(d) of his Employment
                        Agreement with M.D.C. Holdings, Inc. dated as of
                        April 1, 1996.

The  remaining  principal and accrued  interest  shall be payable in full on the
earlier  of:  (a)  December  31,  1998;  (b) ninety  (90) days after  Borrower's
employment  with Lender has been  terminated  for cause;  (c) one (1) year after
Borrower's  employment with Lender has been terminated  other than for cause; or
(d) on the  closing  date  of the  exercise  by  Lender  or  Borrower  of  their
respective  call or put options under the Agreement  dated as of the date hereof
among M.D.C.  Holdings,  Inc.,  Financial Asset Management  Corporation,  M.D.C.
Residual Holdings, Inc., Lender and Borrower (the "Agreement").

         All  payments  shall be  applied  first  to  accrued  interest  and the
remainder, if any, to principal.

         This Promissory Note is secured pursuant to a Pledge Agreement dated as
of the date hereof.

         If default  occurs in the payment of any principal or interest when due
and remains uncured five days after Borrower's receipt of notice thereof, if any
Event of Default (as defined in the Pledge  Agreement)  occurs  under the Pledge
Agreement,  time being of the  essence,  then the entire  unpaid  balance,  with
interest as aforesaid,  shall,  at the election of the holder hereof and without
notice of such election,  become  immediately due and payable in full and in any
such event,  Borrower  agrees to pay to the holder hereof all collection  costs,
including reasonable attorney fees and legal expenses,  in addition to all other
sums due hereunder.


                                             Borrower:



                                              -----------------------------
                                              Spencer I. Browne

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