EXHIBIT 10.1


                           Toll Brothers Finance Corp.
                                  $300,000,000
                           4.95% Senior Notes Due 2014
             Guaranteed on a Senior Basis by Toll Brothers, Inc. and
                           Certain of Its Subsidiaries


                               Purchase Agreement


                                                             New York, New York
                                                                  March 9, 2004


Banc One Capital Markets, Inc.
Citigroup Global Markets Inc.
Banc of America Securities LLC
Comerica Securities, Inc.
Credit Lyonnais Securities (USA) Inc.
SunTrust Capital Markets, Inc.
BNP Paribas Securities Corp.
The Royal Bank of Scotland plc
Wells Fargo Brokerage Services, LLC

c/o Banc One Capital Markets, Inc.
1 Bank One Plaza
Suite IL1-0595
Chicago, IL  60670

and

c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York  10013

As Representatives of the Initial Purchasers

Ladies and Gentlemen:

                  Toll Brothers Finance Corp., a corporation organized under the
laws of Delaware (the "Issuer"), proposes to issue and sell to the several
parties named in Annex A hereto (collectively, the "Initial Purchasers"), for
whom Banc One Capital Markets, Inc. and Citigroup Global Markets Inc. ("you" or
the "Representatives") are acting as Representatives, $300,000,000 principal
amount of its 4.95% Senior Notes Due March 15, 2014 (the "Notes"). The Notes are
to be issued under an indenture dated as of November 22, 2002, as supplemented






by the First Supplemental Indenture dated as of May 1, 2003, the Second
Supplemental Indenture dated as of November 2, 2003, the Third Supplemental
Indenture dated as of January 26, 2004 and the Fourth Supplemental Indenture
dated as of March 1, 2004 and the Authorizing Resolutions dated March 9, 2004
(collectively the "Indenture") among the Issuer, the guarantors named therein
(individually a "Guarantor" and collectively, the "Guarantors"), including Toll
Brothers, Inc. (the "Company"), and J.P. Morgan Trust Company, National
Association, as successor to Bank One Trust Company, NA, as trustee (the
"Trustee"). The Notes are, and the notes exchanged therefor pursuant to the
Registration Rights Agreement (as defined herein) will be, fully and
unconditionally guaranteed (the "Guarantees," and together with the Notes, the
"Securities") by the Guarantors to be named in the Indenture. The Securities
will have the benefit of a registration rights agreement (the "Registration
Rights Agreement") dated as of March 16, 2004 among the Issuer, the Company and
the Initial Purchasers, pursuant to which the Company has agreed to register the
Securities under the Act subject to the terms and conditions specified in the
Registration Rights Agreement. The use of the neuter in this Agreement shall
include the feminine and masculine wherever appropriate. Certain terms used
herein are defined in Section 16 hereof.

                  The sale of the Securities to the Initial Purchasers will be
made without registration of the Securities under the Act in reliance upon
exemptions from the registration requirements of the Act.

                  In connection with the sale of the Securities, the Issuer and
the Guarantors have prepared a final offering memorandum, dated March 9, 2004
(as amended or supplemented at the Execution Time, including any information
incorporated by reference therein, the "Final Memorandum"). The Final Memorandum
sets forth certain information concerning the Issuer, the Guarantors and the
Securities. The Issuer and the Guarantors hereby confirm that they have
authorized the use of the Final Memorandum, and any amendment or supplement
thereto, in connection with the offer and sale of the Securities by the Initial
Purchasers. Unless stated to the contrary, any references herein to the terms
"amend," "amendment" or "supplement" with respect to the Final Memorandum shall
be deemed to refer to and include any information filed under the Exchange Act
subsequent to the Execution Time which is incorporated by reference therein.

                  1. Representations and Warranties. Each of the Issuer and the
Company represents and warrants to the Initial Purchasers as set forth below in
this Section 1.

                  (a) At the Execution Time, on the Closing Date and on any
         settlement date, the Final Memorandum did not, and will not (and any
         amendment or supplement thereto, at the date thereof, at the Closing
         Date and on any settlement date, will not), contain any untrue
         statement of a material fact or omit to state any material fact
         necessary to make the statements therein, in the light of the
         circumstances under which they were made, not misleading; provided,
         however, that the Issuer and the Company make no representation or
         warranty as to the information contained in or omitted from the Final
         Memorandum, or any amendment or supplement thereto, in reliance upon
         and in conformity with information furnished in writing to the Issuer
         and the Company by or on behalf of the Initial Purchasers through the
         Representatives specifically for inclusion therein.



                                      -2-



                  (b) The documents incorporated by reference in the Final
         Memorandum, when they became effective or were filed with the
         Commission, as the case may be, under the Exchange Act, conformed, and
         any documents so filed and incorporated by reference after the date of
         this Agreement and on or prior to the Closing Date will conform, when
         they are filed with the Commission, in all material respects to the
         requirements of the Act and the Exchange Act, as applicable.

                  (c) Since the respective dates as of which information is
         given in the Final Memorandum, except as otherwise specifically stated
         therein, (a) there has been no material adverse change in the condition
         (financial or otherwise), earnings, business affairs or business
         prospects of the Company and its subsidiaries considered as one
         enterprise, whether or not arising in the ordinary course of business
         (a "Material Adverse Change"), and (b) there has been no dividend or
         distribution of any kind declared, paid or made by the Company on any
         class of its capital stock.

                  (d) Neither the Issuer and the Company, nor any of their
         respective Affiliates, nor any person acting on its or their behalf
         has, directly or indirectly, made offers or sales of any security, or
         solicited offers to buy any security, under circumstances that would
         require the registration of the Securities under the Act.

                  (e) Neither the Issuer and the Company, nor any of their
         respective Affiliates, nor any person acting on its or their behalf has
         engaged in any form of general solicitation or general advertising
         (within the meaning of Regulation D) in connection with any offer or
         sale of the Securities in the United States.

                  (f) The Securities satisfy the eligibility requirements of
         Rule 144A(d)(3) under the Act.

                  (g) Neither the Issuer nor the Company is, and after giving
         effect to the offering and sale of the Securities and the application
         of the proceeds thereof as described in the Final Memorandum neither
         will be, an "investment company" within the meaning of the Investment
         Company Act, without taking account of any exemption arising out of the
         number of holders of the Issuer or the Company's securities.

                  (h) The Company is subject to and in full compliance with the
         reporting requirements of Section 13 or Section 15(d) of the Exchange
         Act.

                  (i) Neither the Issuer nor the Company has paid or agreed to
         pay to any person any compensation for soliciting another to purchase
         any securities of the Issuer or the Company (except as contemplated by
         this Agreement).

                  (j) None of the Issuer, the Guarantors or their respective
         Affiliates has taken, directly or indirectly, any action designed to
         cause or which has constituted or which might reasonably be expected to
         cause or result, under the Exchange Act or otherwise, in the
         stabilization or manipulation of the price of any security of the
         Issuer or the Company to facilitate the sale or resale of the
         Securities.


                                      -3-




                  (k) The information prepared and provided by the Issuer and/or
         Company pursuant to Section 5(g) hereof will not, at the date thereof,
         contain any untrue statement of a material fact or omit to state any
         material fact necessary to make the statements therein, in the light of
         the circumstances under which they were made, not misleading.

                  (l) Each of the Company and its subsidiaries has been duly
         incorporated (if a corporation) or formed (if a partnership, limited
         liability corporation or trust) and is validly existing as a
         corporation, partnership, limited liability company or trust, as the
         case may be, in good standing (if applicable) under the laws of its
         jurisdiction of incorporation or formation, as the case may be (except
         where the failure to be in good standing would not result, individually
         or in the aggregate, in a Material Adverse Change). Each of the Company
         and its subsidiaries has full corporate or other organizational power
         and authority to own or lease, as the case may be (except where the
         failure to be in good standing would not result, individually or in the
         aggregate, in a Material Adverse Change), and to operate its properties
         and conduct its business as described in the Final Memorandum, and is
         duly qualified to do business as a foreign corporation, partnership,
         limited liability company or trust, as the case may be, and is in good
         standing (if applicable) under the laws of each jurisdiction which
         requires such qualification (except where the failure to so qualify
         would not result, individually or in the aggregate, in a Material
         Adverse Change).

                  (m) All the outstanding shares of capital stock or outstanding
         interests of each subsidiary of the Company have been duly and validly
         authorized and issued and are fully paid and nonassessable, and, except
         as otherwise set forth in the Final Memorandum, all outstanding shares
         of capital stock or outstanding interests of such subsidiaries are
         owned by the Company either directly or through wholly owned
         subsidiaries free and clear of any perfected security interest or any
         other security interests, claims, liens or encumbrances.

                  (n) This Agreement has been duly authorized, executed and
         delivered by the Issuer and the Guarantors; the Indenture has been duly
         authorized and, assuming due authorization, execution and delivery
         thereof by the Trustee, when executed and delivered by the Issuer and
         the Guarantors, will constitute a legal, valid, binding instrument
         enforceable against the Issuer and the Guarantors in accordance with
         its terms (except that (a) the enforceability thereof may be subject to
         applicable bankruptcy, reorganization, insolvency, moratorium or other
         laws affecting creditors' rights generally from time to time in effect
         and to general principles of equity, (b) the enforceability of
         provisions imposing liquidated damages, penalties or an increase in
         interest rate upon the occurrence of certain events may be limited in
         certain circumstances and (c) provisions specifying that provisions of
         documents may be amended or waived only in writing may not be enforced;
         such clauses (a), (b) and (c) collectively being referred to as
         "Enforceability Limitations"); the Securities have been duly
         authorized, and, when executed and authenticated in accordance with the
         provisions of the Indenture and delivered to and paid for by the
         Initial Purchasers, will have been duly executed and delivered by the
         Issuer and the Guarantors and will constitute the legal, valid and
         binding obligations of the Issuer and the Guarantors, and be entitled
         to the benefits of the Indenture (subject to the Enforceability
         Limitations); and the Registration Rights Agreement has been duly


                                      -4-



         authorized and, when executed and delivered by the Issuer and the
         Guarantors, will constitute the legal, valid, binding and enforceable
         instrument of the Issuer and the Guarantors (except (i) as to the
         Enforceability Limitations and (ii) as to indemnification and
         contribution, that any right to indemnity and contribution may be
         limited by applicable law or public policy considerations with respect
         thereto).

                  (o) No consent, approval, authorization or order of or filing
         with any court or governmental agency or body is required in connection
         with the transactions contemplated herein or in the Indenture or the
         Registration Rights Agreement, except such as will be obtained under
         the Act and the Trust Indenture Act and such as may be required under
         the blue sky laws of any jurisdiction in connection with the purchase
         and distribution of the Securities by the Initial Purchasers in the
         manner contemplated herein and in the Final Memorandum and the
         Registration Rights Agreement.

                  (p) None of the execution and delivery of the Indenture, this
         Agreement or the Registration Rights Agreement, the issue and sale of
         the Securities, or the consummation of any other of the transactions
         herein or therein contemplated, nor the fulfillment of the terms hereof
         or thereof will conflict with, result in a breach or violation of, or
         imposition of any lien, charge or encumbrance upon any property or
         assets of the Company or any of its subsidiaries pursuant to, (i) the
         charter, by-laws or other organizational documents of the Company or
         any of its subsidiaries; (ii) the terms of any indenture, contract,
         lease, mortgage, deed of trust, note agreement, loan agreement or other
         agreement, obligation, condition, covenant or instrument to which the
         Company or any of its subsidiaries is a party or bound or to which its
         or their property is subject; or (iii) any statute, law, rule,
         regulation, judgment, order or decree applicable to the Company or any
         of its subsidiaries of any court, regulatory body, administrative
         agency, governmental body, arbitrator or other authority having
         jurisdiction over the Company or any of its subsidiaries or any of its
         respective properties (except in the cases of clauses (ii) and (iii)
         for such conflicts, breaches, violations, liens, charges or
         encumbrances that would not result, individually or in the aggregate,
         in a Material Adverse Change).

                  (q) The consolidated historical financial statements and
         schedules of the Company and its consolidated and consolidating
         subsidiaries incorporated by reference in the Final Memorandum present
         fairly in all material respects the financial condition, results of
         operations and cash flows of the Company as of the dates and for the
         periods indicated, comply as to form with the applicable accounting
         requirements of the Act and have been prepared in conformity with
         generally accepted accounting principles applied on a consistent basis
         throughout the periods involved (except as otherwise noted therein);
         the selected financial data set forth under the caption "Selected
         Consolidated Financial Information and Operating Data" in the Final
         Memorandum fairly present, on the basis stated in the Final Memorandum,
         the information included therein.

                  (r) No action, suit or proceeding by or before any court or
         governmental agency, authority or body or any arbitrator involving the
         Company or any of its subsidiaries or its or their property is pending
         or, to the best knowledge of the Company, threatened that (i) could
         reasonably be expected to have a material adverse effect on the
         performance of this Agreement, the Indenture or the Registration Rights
         Agreement, or the consummation of any of the transactions contemplated

                                      -5-



         hereby or thereby; or (ii) could reasonably be expected to result,
         individually or in the aggregate, in a Material Adverse Change, except
         as set forth, incorporated by reference in or contemplated in the Final
         Memorandum (exclusive of any amendment or supplement thereto).

                  (s) Each of the Company and its subsidiaries owns or leases
         all such properties as are necessary to the conduct of its operations
         as presently conducted.

                  (t) Neither the Company nor any subsidiary is in violation or
         default of (i) any provision of its charter or by-laws; (ii) the terms
         of any indenture, contract, lease, mortgage, deed of trust, note
         agreement, loan agreement or other agreement, obligation, condition,
         covenant or instrument to which it is a party or bound or to which its
         property is subject; or (iii) any statute, law, rule, regulation,
         judgment, order or decree applicable to the Company or any of its
         subsidiaries of any court, regulatory body, administrative agency,
         governmental body, arbitrator or other authority having jurisdiction
         over the Company or such subsidiary or any of its properties, as
         applicable (except in the cases of clauses (ii) and (iii) for such
         violations or defaults that would not result, individually or in the
         aggregate, in a Material Adverse Change).

                  (u) Ernst & Young LLP, who have certified certain financial
         statements of the Company and its consolidated subsidiaries and
         delivered their report with respect to the audited consolidated
         financial statements and schedules included in the Final Memorandum,
         are independent public accountants with respect to the Company within
         the meaning of the Act and the applicable published rules and
         regulations thereunder.

                  (v) The Company has filed all foreign, federal, state and
         local tax returns that are required to be filed or has requested
         extensions thereof (except in any case in which the failure so to file
         would not result, individually or in the aggregate, in a Material
         Adverse Change), whether or not arising from transactions in the
         ordinary course of business, except as set forth in or contemplated in
         the Final Memorandum (exclusive of any amendment or supplement thereto)
         and has paid all taxes required to be paid by it and any other
         assessment, fine or penalty levied against it, to the extent that any
         of the foregoing is due and payable, except for any such assessment,
         fine or penalty that is currently being contested in good faith or as
         would not result, individually or in the aggregate, in a Material
         Adverse Change, whether or not arising from transactions in the
         ordinary course of business, except as set forth in or contemplated in
         the Final Memorandum (exclusive of any amendment or supplement
         thereto).

                  (w) No labor problem or dispute with the employees of the
         Company or any of its subsidiaries exists or, to the best knowledge of
         the Company, is threatened or imminent, and the Company is not aware of
         any existing or imminent labor disturbance by the employees of any of
         its or its subsidiaries' principal suppliers, contractors or customers,
         which problem, dispute or labor disturbance could result, individually
         or in the aggregate, in a Material Adverse Change, whether or not
         arising from transactions in the ordinary course of business, except as
         set forth in or contemplated in the Final Memorandum (exclusive of any
         amendment or supplement thereto).

                                      -6-



                  (x) The Company and each of its subsidiaries are insured by
         insurers of recognized financial responsibility against such losses and
         risks and in such amounts as are prudent and customary in the
         businesses in which they are engaged; all policies of insurance and
         fidelity or surety bonds insuring the Company or any of its
         subsidiaries or their respective businesses, assets, employees,
         officers and directors are in full force and effect; the Company and
         its subsidiaries are in compliance with the terms of such policies and
         instruments in all material respects; and there are no claims by the
         Company or any of its subsidiaries under any such policy or instrument
         as to which any insurance company is denying liability or defending
         under a reservation of rights clause, which denials or defenses if
         resolved adversely to the Company would result, individually or in the
         aggregate, in a Material Adverse Change; neither the Company nor any
         such subsidiary has been refused any insurance coverage sought or
         applied for; and neither the Company nor any such subsidiary has any
         reason to believe that it will not be able to renew its existing
         insurance coverage as and when such coverage expires or to obtain
         similar coverage from similar insurers as may be necessary to continue
         its business at a cost that would not result, individually or in the
         aggregate, in a Material Adverse Change, whether or not arising from
         transactions in the ordinary course of business, except as set forth in
         or contemplated in the Final Memorandum (exclusive of any amendment or
         supplement thereto).

                  (y) Except for minimum capital requirements of law or
         contract, no Guarantor is currently prohibited, directly or indirectly,
         from paying any dividends to the Company, from making any other
         distribution on such subsidiary's capital stock, from repaying to the
         Company any loans or advances to such subsidiary from the Company or
         from transferring any of such Guarantor's property or assets to the
         Company or any other Guarantor, except as described in or contemplated
         by the Final Memorandum (exclusive of any amendment or supplement
         thereto).

                  (z) The Company and its subsidiaries possess all licenses,
         certificates, permits and other authorizations issued by the
         appropriate federal, state or foreign regulatory authorities necessary
         to conduct their respective businesses (except where the failure to
         possess such licenses, certificates, permits or other authorizations
         would not result, individually or in the aggregate, in a Material
         Adverse Change) and neither the Company nor any such subsidiary has
         received any notice of proceedings relating to the revocation or
         modification of any such certificate, authorization or permit which, if
         the subject of an unfavorable decision, ruling or finding, would
         result, individually or in the aggregate, in a Material Adverse Change,
         whether or not arising from transactions in the ordinary course of
         business, except as set forth in or contemplated in the Final
         Memorandum (exclusive of any amendment or supplement thereto).

                  (aa) The Company maintains a system of internal accounting
         controls sufficient to provide reasonable assurance that, in reference
         to the Company and its subsidiaries on a consolidated basis, (i)
         transactions are executed in accordance with management's general or
         specific authorizations; (ii) transactions are recorded as necessary to
         permit preparation of financial statements in conformity with generally
         accepted accounting principles and to maintain asset accountability;
         (iii) access to assets is permitted only in accordance with
         management's general or specific authorization; and (iv) the recorded
         accountability for assets is compared with the existing assets at
         reasonable intervals and appropriate action is taken with respect to
         any differences.

                                      -7-



                  (bb) There is and has been no failure on the part of the
         Company and any of the Company's directors or officers, in their
         capacities as such, to comply in all material respects with any
         provision of the Sarbanes-Oxley Act of 2002 and the rules and
         regulations promulgated in connection therewith, including Section 402
         related to loans and Sections 302 and 906 related to certifications.

                  Any certificate signed by any officer of the Issuer and the
Guarantors and delivered to the Initial Purchasers or counsel for the Initial
Purchasers in connection with the offering of the Securities shall be deemed a
representation and warranty by the Issuer and the Guarantors, as to matters
covered thereby, to the Initial Purchasers.

                  2. Purchase and Sale. (a) Subject to the terms and conditions
and in reliance upon the representations and warranties herein set forth, the
Issuer agrees to sell to the Initial Purchasers, and each of the Initial
Purchasers severally agrees to purchase from the Issuer, at a purchase price of
99.144% of the principal amount thereof, plus accrued interest, if any, from
March 16, 2004 to the Closing Date, the entire principal amount of Notes, set
opposite such Initial Purchaser's name on Annex A hereto, which Notes shall be
endorsed with the Guarantees.

                  (b) Delivery and Payment. Delivery of and payment for the
Securities shall be made at 10:00 A.M., New York City time, on March 16, 2004,
or at such time on such later date (not later than March 23, 2004) as the
Representatives shall designate, which date and time may be postponed by
agreement between the Representatives and the Issuer and the Company (such date
and time of delivery and payment for the Securities being herein called the
"Closing Date"). Delivery of the Securities shall be made to the Representatives
for the respective accounts of the several Initial Purchasers against payment of
the purchase price thereof to or upon the order of the Issuer and the Company by
wire transfer payable in same-day funds to the account specified by the Issuer
and the Company. Delivery of the Securities shall be made through the facilities
of The Depository Trust Company unless the Representatives shall otherwise
instruct.

                  3. Offering by Initial Purchasers. Each Initial Purchaser
severally represents and warrants to and agrees with the Issuer and the Company
that:

                  (a) It is an "accredited investor" as that term is defined in
         Regulation D under the Act.

                  (b) It has not offered or sold, and will not offer or sell,
         any Securities except to those it reasonably believes to be qualified
         institutional buyers (as defined in Rule 144A under the Act) and that,
         in connection with each such sale, it has taken or will take reasonable
         steps to ensure that the purchaser of such Securities is aware that
         such sale is being made in reliance on Rule 144A. In the case of a
         non-bank purchaser of a Security acting as a fiduciary for one or more
         third parties, in connection with an offer and sale to such purchaser
         pursuant, such party or parties shall be a qualified institutional
         buyer(s).

                                      -8-



                  (c) No sale of the Securities to any one purchaser will be for
         less than U.S. $100,000 principal amount. If the purchaser is a
         non-bank fiduciary acting on behalf of others, each person for whom it
         is acting must purchase at least $100,000 principal amount of the
         Securities.

                  (d) Neither it nor any person acting on its behalf has made or
         will make offers or sales of the Securities in the United States by
         means of any form of general solicitation or general advertising
         (within the meaning of Regulation D) in the United States.

                  4. Agreements. Each of the Issuer and the Company agrees with
the Initial Purchasers that:

                  (a) The Issuer and the Company will furnish to the Initial
         Purchasers and to counsel for the Initial Purchasers, without charge,
         during the period referred to in paragraph (c) below, as many copies of
         the Final Memorandum and any amendments and supplements thereto as they
         may reasonably request.

                  (b) The Issuer and the Guarantors will not amend or supplement
         the Final Memorandum, other than by filing documents under the Exchange
         Act that are incorporated by reference therein, without the prior
         written consent of the Representatives, which consent shall not be
         unreasonably withheld or delayed; provided, however, that, prior to the
         completion of the distribution of the Securities by the Initial
         Purchasers (as determined by the Initial Purchasers), the Company will
         not file any document under the Exchange Act that is incorporated by
         reference in the Final Memorandum unless, prior to such proposed
         filing, the Company has furnished the Representatives with a copy of
         such document for their review and consent to such filing, which
         consent shall not be unreasonably withheld or delayed. The Company will
         promptly advise the Representatives when any document filed under the
         Exchange Act that is incorporated by reference in the Final Memorandum
         shall have been filed with the Commission prior to the completion of
         the sale of the securities by the Initial Purchasers (as determined by
         the Initial Purchasers).

                  (c) If at any time prior to the completion of the sale of the
         Securities by the Initial Purchasers (as determined by the
         Representatives), any event occurs as a result of which the Final
         Memorandum, as then amended or supplemented, would include any untrue
         statement of a material fact or omit to state any material fact
         necessary to make the statements therein, in the light of the
         circumstances under which they were made, not misleading, or if it
         should be necessary to amend or supplement the Final Memorandum to
         comply with applicable law, the Issuer and the Guarantors promptly (i)
         will notify the Representatives of any such event; (ii) subject to the
         requirements of paragraph (b) of this Section 4, will prepare an
         amendment or supplement that will correct such statement or omission or
         effect such compliance; and (iii) will supply any supplemented or
         amended Final Memorandum to the Initial Purchasers and counsel for the
         Initial Purchasers without charge in such quantities as they may
         reasonably request.

                  (d) The Issuer and the Guarantors will use their best efforts,
         in cooperation with the Initial Purchasers, to arrange, if necessary,
         for the qualification of the Securities for sale by the Initial

                                      -9-



         Purchasers under the laws of such jurisdictions as the Initial
         Purchasers may designate and will maintain such qualifications in
         effect so long as required for the sale of the Securities; provided
         that in no event shall the Issuer and the Guarantors be obligated to
         qualify to do business in any jurisdiction where they are not now so
         qualified or to take any action that would subject them to service of
         process in suits, other than those arising out of the offering or sale
         of the Securities, in any jurisdiction where they are not now so
         subject. The Issuer and the Company will promptly advise the
         Representatives of the receipt by the Issuer or any of the Guarantors
         of any notification with respect to the suspension of the qualification
         of the Securities for sale in any jurisdiction or the initiation or
         threatening of any proceeding for such purpose.

                  (e) Neither the Issuer nor the Company will resell any
         Securities that have been acquired by either of them; the Issuer and
         the Company will not permit any of their respective Affiliates to
         resell any Securities that have been acquired by any of them until the
         completion of the Exchange Offer (as defined in the Registration Rights
         Agreement).

                  (f) None of the Company, the Guarantors, or any of their
         respective Affiliates, nor any person acting on its or their behalf
         will, directly or indirectly, make offers or sales of any security, or
         solicit offers to buy any security, under circumstances that would
         require the registration of the Securities under the Act.

                  (g) None of the Company, the Guarantors, or any of their
         respective Affiliates, nor any person acting on its or their behalf
         will engage in any form of general solicitation or general advertising
         (within the meaning of Regulation D) in connection with any offer or
         sale of the Securities in the United States.

                  (h) So long as any of the Securities are "restricted
         securities" within the meaning of Rule 144(a)(3) under the Act, the
         Company will, during any period in which it is not subject to and in
         compliance with Section 13 or 15(d) of the Exchange Act or it is not
         exempt from such reporting requirements pursuant to and in compliance
         with Rule 12g3-2(b) under the Exchange Act, provide to each holder of
         such restricted securities and to each prospective purchaser (as
         designated by such holder) of such restricted securities, upon the
         request of such holder or prospective purchaser, any information
         required to be provided by Rule 144A(d)(4) under the Act. This covenant
         is intended to be for the benefit of the holders, and the prospective
         purchasers designated by such holders, from time to time of such
         restricted securities.

                  (i) The Issuer and the Guarantors will cooperate with the
         Representatives and use its and their best efforts to permit the
         Securities to be eligible for clearance and settlement through The
         Depository Trust Company.

                  (j) Neither the Issuer nor any of the Guarantors will for a
         period of ten business days following the Closing Date, without the
         prior written consent of the Representatives, offer, sell or contract
         to sell, or otherwise dispose of (or enter into any transaction which
         is designed to, or might reasonably be expected to, result in the
         disposition of (whether by actual disposition or effective economic
         disposition due to cash settlement or otherwise) by the Issuer or the
         Guarantors or any of their respective Affiliates or any person in

                                      -10-



         privity with the Issuer or the Guarantors or any of their respective
         Affiliates), directly or indirectly, or announce the offering of, any
         debt securities issued or guaranteed by the Issuer or the Guarantors
         (other than the Securities). Notwithstanding anything in this Section
         to the contrary, the Company directly or indirectly through a
         subsidiary, may (i) make borrowings under the Bank Credit Facilities
         (as defined in the Indenture) pursuant to the terms and conditions of
         such agreement, (ii) enter into purchase money mortgage transactions,
         (iii) obtain letters of credit and (iv) enter into such other
         commercial lending transactions consistent with the Company's business.

                  (k) The Issuer and the Guarantors will not take, directly or
         indirectly, any action designed to or which has constituted or which
         might reasonably be expected to cause or result, under the Exchange Act
         or otherwise, in stabilization or manipulation of the price of any
         security of the Issuer and the Guarantors to facilitate the sale or
         resale of the Securities.

                  (l) The Issuer and the Company agree to pay all expenses
         incident to the performance of their obligations under this Agreement,
         including (i) the costs of the preparation and printing of the Final
         Memorandum and each amendment or supplement thereto, (ii) the costs of
         printing and distributing to the Initial Purchasers and any selected
         dealers the Final Memorandum, and all amendments or supplements
         thereto, as provided in this Agreement, (iii) the costs of typing,
         printing and reproducing this Agreement, the Indenture and the
         Registration Rights Agreement, (iv) the fees paid to rating agencies in
         connection with the rating of the Securities, (v) the fees and expenses
         of qualifying the Securities under the securities laws of the several
         jurisdictions as provided in Section 4(d) hereof and of preparing,
         printing, reproducing and distributing a Blue Sky Memorandum (including
         the reasonable fees and disbursements of counsel for the Initial
         Purchasers in connection therewith), (vi) the fees and disbursements of
         the counsel and accountants for the Issuer and the Guarantors, (vii)
         the fees of the Trustee, and (viii) the cost of printing and engraving
         certificates representing the Securities.

                  5. Conditions to the Obligations of the Initial Purchasers.
The obligations of the Initial Purchasers to purchase the Securities shall be
subject to the accuracy of the representations and warranties on the part of the
Issuer and the Guarantors contained herein at the Execution Time, the Closing
Date and any settlement date, to the accuracy of the statements of the Issuer
and the Guarantors made in any certificates pursuant to the provisions hereof,
to the performance by the Issuer and the Guarantors of their respective
obligations hereunder and to the following additional conditions:

                  (a) The Issuer and the Company shall have requested and caused
         (1) the General Counsel of the Company to furnish to the Initial
         Purchasers his opinion, dated the Closing Date and addressed to the
         Initial Purchasers, to the effect that:

                           (i) each of the Issuer, the Company and the
                  subsidiaries listed in Schedule I hereto (the "Subsidiaries"
                  or in the singular the "Subsidiary") has been duly
                  incorporated (if a corporation) or formed (if a partnership or
                  limited liability corporation) and is validly existing as a
                  corporation, partnership or limited liability company, as the
                  case may be, in good standing (if applicable) (based solely

                                      -11-



                  upon review of certificates issued by a governmental agency,
                  authority or body or, in the absence of such certificates, to
                  the knowledge of such counsel) under the laws of its
                  jurisdiction of incorporation or formation, as the case may be
                  (except where the failure to be in good standing would not
                  have, individually or in the aggregate, a material adverse
                  effect on the condition (financial or otherwise) or earnings
                  of the Company and its subsidiaries considered as one
                  enterprise, whether or not arising in the ordinary course of
                  business (a "Material Adverse Effect")), with full corporate
                  or other organizational power and authority to own or lease,
                  as the case may be, and to operate its properties and conduct
                  its business as described in the Final Memorandum, and is duly
                  qualified (based solely upon review of certificates issued by
                  a governmental agency, authority or body or, in the absence of
                  such certificates, to the knowledge of such counsel) to do
                  business as a foreign corporation, partnership or limited
                  liability company, as the case may be, and is in good standing
                  (if applicable) under the laws of each jurisdiction which
                  requires such qualification (except where the failure to so
                  qualify would not have, individually or in the aggregate, a
                  Material Adverse Effect);

                           (ii) all the outstanding shares of capital stock or
                  outstanding interests of the Issuer and the Company and, to
                  the knowledge of such counsel, each Subsidiary have been duly
                  and validly authorized and issued and are fully paid and
                  nonassessable, and, except as otherwise set forth in the Final
                  Memorandum, all outstanding shares of capital stock or
                  outstanding interests of the Subsidiaries are owned by the
                  Company either directly or through wholly owned subsidiaries
                  free and clear of any perfected security interest and, to his
                  knowledge, any other security interests, claims, liens or
                  encumbrances;

                           (iii) the Indenture has been duly authorized by all
                  necessary corporate and shareholder action on the part of the
                  Issuer and the Guarantors and has been duly executed and
                  delivered by the Issuer and the Guarantors, and (assuming due
                  authorization, execution and delivery by the Trustee)
                  constitutes a legal, valid and binding instrument enforceable
                  against the Issuer and the Guarantors in accordance with its
                  terms (subject to the Enforceability Limitations), the
                  Securities have been duly and validly authorized by all
                  necessary corporate and stockholder action on the part of the
                  Issuer and the Guarantors and, when duly executed and
                  authenticated in accordance with the provisions of the
                  Indenture (assuming due authorization, execution and delivery
                  by the Trustee) and delivered through the facilities of The
                  Depository Trust Company and paid for by the Initial
                  Purchasers under this Agreement, will constitute legal, valid,
                  binding and enforceable obligations of the Issuer and the
                  Guarantors entitled to the benefits of the Indenture (except
                  to the Enforceability Limitations); the Registration Rights
                  Agreement has been duly authorized by all necessary corporate
                  and stockholder action on the part of the Issuer and the
                  Guarantors and has been duly executed and delivered by the
                  Issuer and the Guarantors and (assuming the due authorization,
                  execution and delivery by the Initial Purchasers) constitutes
                  the legal, valid, binding and enforceable instrument of the
                  Issuer and the Guarantors (except (a) as to the Enforceability
                  Limitations) and (b) that any rights to indemnity and
                  contribution may be limited by applicable public policy
                  considerations with respect thereto);

                                      -12-



                           (iv) there is no pending or, to the knowledge of such
                  counsel, threatened action, suit or proceeding by or before
                  any court or governmental agency, authority or body or any
                  arbitrator involving the Company or any of the Subsidiaries
                  that is not adequately disclosed in the Final Memorandum,
                  except in each case for such proceedings that, if the subject
                  of an unfavorable decision, ruling or finding, would not have,
                  individually or in the aggregate, a Material Adverse Effect;

                           (v) each of the Issuer and each Guarantor has all
                  requisite corporate or other organizational power and
                  authority and has taken all requisite corporate or other
                  organizational action, and has received and is in compliance
                  with all governmental, judicial and other authorizations,
                  approvals and orders, if any, necessary to enter into and
                  perform this Agreement, the Indenture, the Registration Rights
                  Agreement or the Securities, to the extent a party thereto,
                  and, to the knowledge of such counsel, no consent, approval,
                  authorization or order of or filing with any court or
                  governmental agency or body is required for the performance by
                  the Issuer or the Guarantors of their respective obligations
                  under this Agreement (other than as contemplated by the
                  Registration Rights Agreement), the Indenture, the
                  Registration Rights Agreement or the Securities, except such
                  as will be required to be obtained under the Act and the Trust
                  Indenture Act and such as may be required under the blue sky
                  or securities laws of any jurisdiction in connection with the
                  purchase and sale of the Securities, by the Initial Purchasers
                  (as to which I express no opinion) in the manner contemplated
                  in this Agreement, the Final Memorandum and the Registration
                  Rights Agreement; and

                           (vi) none of the execution and delivery of the
                  Indenture, this Agreement or the Registration Rights
                  Agreement, the issue and sale of Securities, or the
                  consummation of any other of the transactions therein
                  contemplated, nor the fulfillment of the terms thereof, will
                  conflict with, result in a breach or violation of or
                  constitute a default under (1) the charter or by-laws of the
                  Issuer, the Company or the Subsidiaries; (2) the terms of any
                  indenture, contract, lease, mortgage, deed of trust, note
                  agreement, loan agreement or other agreement, obligation,
                  condition, covenant or instrument to which the Issuer, the
                  Company or any of the Subsidiaries is a party or bound and is
                  known to such counsel; or (3) to the knowledge of such
                  counsel, any statute, law, rule, regulation, judgment, order
                  or decree applicable to the Issuer, the Company or any of the
                  Subsidiaries of any court, regulatory body, administrative
                  agency, governmental body, arbitrator or other authority
                  having jurisdiction over the Issuer, the Company or any of the
                  Subsidiaries (except in the cases of clauses (2) and (3) for
                  such conflicts, breaches, defaults or violations that would
                  not have, individually or in the aggregate, a Material Adverse
                  Effect).

                  (2) Wolf, Block, Schorr and Solis Cohen LLP, counsel for the
Issuer and the Guarantors, to furnish to the Initial Purchasers their opinion,
dated the Closing Date and addressed to the Initial Purchasers, to the effect
that:

                                      -13-



                           (i) each of the Issuer and the Company has been duly
                  incorporated and is validly existing as a corporation in good
                  standing under the laws of the State of Delaware, with full
                  corporate power and authority to own or lease, as the case may
                  be, and to operate its properties and conduct its business as
                  described in the Final Memorandum;

                           (ii) the Company's authorized capital stock is as set
                  forth in the Final Memorandum;

                           (iii) the Indenture has been duly authorized by all
                  necessary corporate and stockholder action on the part of the
                  Company and the Issuer and has been duly executed and
                  delivered by the Company and the Issuer, and (assuming due
                  authorization, execution and delivery by the Trustee)
                  constitutes a legal, valid and binding instrument enforceable
                  against the Issuer and the Company in accordance with its
                  terms (subject to the Enforceability Limitations); the
                  Securities have been duly and validly authorized by all
                  necessary corporate and stockholder action on the part of the
                  Issuer and the Company and, when duly executed and
                  authenticated in accordance with the provisions of the
                  Indenture (assuming due authorization, execution and delivery
                  by the Trustee) and delivered through the facilities of The
                  Depository Trust Company and paid for by the Initial
                  Purchasers under this Agreement, will constitute legal, valid,
                  binding and enforceable obligations of the Issuer and the
                  Company (subject to the Enforceability Limitations); the
                  Registration Rights Agreement has been duly authorized by all
                  necessary corporate and stockholder action on behalf of the
                  Company and the Issuer and has been duly executed and
                  delivered by the Company and the Issuer and (assuming the due
                  authorization, execution and delivery by the Initial
                  Purchasers) constitutes the legal, valid, binding and
                  enforceable instrument of the Issuer and the Company (except
                  (a) as to the Enforceability Limitations and (b) that any
                  rights to indemnity and contribution may be limited by
                  applicable law or public policy considerations with respect
                  thereto); and the Securities, the Indenture and the
                  Registration Rights Agreement conform in all material respects
                  to the descriptions thereof in the Final Memorandum;

                           (iv) based solely upon review of certificates
                  executed by an officer or officers of the Issuer and the
                  Company and to the extent of the actual knowledge of such
                  counsel, there is no pending or threatened action, suit or
                  proceeding by or before any court or governmental agency,
                  authority or body or any arbitrator involving the Issuer, the
                  Company or any of the Subsidiaries that is not adequately
                  disclosed in the Final Memorandum (including any documents
                  incorporated therein by reference, taken as a whole), except
                  in each case for such proceedings that, if the subject of an
                  unfavorable decision, ruling or finding, would not have,
                  individually or in the aggregate, a Material Adverse Effect;
                  and the information in the Final Memorandum under the heading
                  "United States Federal Income Tax Considerations," insofar as
                  such information constitutes matters of law, summaries of
                  legal matters or legal conclusions, has been reviewed by such
                  counsel and is correct in all material respects;

                                      -14-



                           (v) this Agreement has been duly authorized by all
                  necessary corporate action on behalf of each of the Company
                  and the Issuer and has been duly executed and delivered by
                  each of the Company and the Issuer;

                           (vi) each of the Issuer and the Company has all
                  requisite corporate power and authority and has taken all
                  requisite corporate action to enter into and perform this
                  Agreement, the Indenture, the Registration Rights Agreement
                  and the Securities, and no consent, approval, authorization or
                  order of or filing (other than as contemplated by the
                  Registration Rights Agreement) with any court or governmental
                  agency or body is required for the performance by the Issuer
                  or the Company of its obligations under this Agreement (other
                  than as contemplated by the Registration Rights Agreement),
                  the Indenture, the Registration Rights Agreement and the
                  Securities, except such as will be required to be obtained
                  under the Act and the Trust Indenture Act and such as may be
                  required under the blue sky or securities laws of any
                  jurisdiction in connection with the purchase and sale of the
                  Securities by the Initial Purchasers (as to which such counsel
                  may express no opinion) in the manner contemplated in this
                  Agreement, the Final Memorandum and the Registration Rights
                  Agreement;

                           (vii) none of the execution and delivery of the
                  Indenture, this Agreement or the Registration Rights
                  Agreement, the issue and sale of the Securities, or the
                  consummation of any other of the transactions herein or
                  therein contemplated, nor the fulfillment of the terms hereof
                  or thereof, will conflict with, result in a breach or
                  violation of or constitute a default under (1) the certificate
                  of incorporation or by-laws of the Issuer or the Company; (2)
                  the terms of any indenture, contract, lease, mortgage, deed of
                  trust, note agreement, loan agreement or other agreement,
                  obligation, condition, covenant or instrument to which the
                  Issuer, the Company or any of the Subsidiaries is a party or
                  bound and which is known to such counsel; or (3) to the
                  knowledge of such counsel, any statute, law, rule, regulation,
                  judgment, order or decree applicable to the Issuer, the
                  Company or any of the Subsidiaries of any court, regulatory
                  body, administrative agency, governmental body, arbitrator or
                  other authority having jurisdiction over the Issuer, the
                  Company or any of the Subsidiaries (except in the cases of
                  clauses (2) and (3) for such conflicts, breaches, defaults or
                  violations that would not have, individually or in the
                  aggregate, a Material Adverse Effect);

                           (viii) assuming the accuracy of the representations
                  and warranties and compliance with the agreements contained
                  herein, no registration of the Securities under the Act, and
                  no qualification of an indenture under the Trust Indenture
                  Act, are required for the offer and sale by the Initial
                  Purchasers of the Securities in the manner contemplated by
                  this Agreement; and

                           (ix) none of the Issuer or the Guarantors is and,
                  after giving effect to the offering and sale of the Securities
                  and the application of the proceeds thereof as described in
                  the Final Memorandum, none will be an "investment company," as
                  defined in the Investment Company Act, without taking account
                  of any exemption arising out of the number of holders of the
                  Issuer's or the Guarantors' securities.

                                      -15-



                  Such counsel has participated in discussions with
         representatives of the Initial Purchasers, officers and other
         representatives of the Issuer and the Company and representatives of
         the independent certified public accountants of the Issuer and the
         Company, at which discussions the contents of the Final Memorandum and
         related matters were discussed. Given the limitations inherent in the
         role of outside counsel and the character of determinations involved in
         the preparation of the Final Memorandum, we are not passing upon and do
         not assume any responsibility for the accuracy, completeness or
         fairness of the statements contained in the Final Memorandum (except
         and only to the extent as set forth in the opinion paragraphs (ii),
         (iii) and (iv) above). On the basis of the foregoing, no facts have
         come to our attention that lead such counsel to believe that the Final
         Memorandum, as of its date, or as of the date hereof, contained or
         contains an untrue statement of a material fact or omitted or omits to
         state a material fact required to be stated therein or necessary to
         make the statements in light of the circumstances under which they were
         made therein not misleading; provided that such counsel does not
         express any comment with respect to the financial statements, including
         the notes thereto and supporting schedules, or any other financial or
         statistical or accounting data set forth or referred to in or derived
         from the internal records of the Issuer, the Company and its
         subsidiaries, incorporated or included in the Final Memorandum.

                  (3) the legal counsel set forth on Schedule II hereto, to
         furnish to the Initial Purchasers their respective opinions, in a form
         reasonably satisfactory to the Initial Purchasers and counsel to the
         Initial Purchasers, dated the Closing Date, addressed to the Initial
         Purchasers

                  (b) The Representatives shall have received from Cahill Gordon
         & Reindel LLP, counsel for the Initial Purchasers, such opinion or
         opinions, dated the Closing Date and addressed to the Initial
         Purchasers, with respect to the issuance and sale of the Securities,
         the Indenture, the Registration Rights Agreement, the Final Memorandum
         (as amended or supplemented at the Closing Date) (it being understood
         that such counsel need not express any comment with respect to the
         financial statements, including the notes thereto, or any other
         financial data that is found in or derived from the internal accounting
         or other records of the Company and its subsidiaries set forth or
         referred to in the Final Memorandum) and other related matters as the
         Representatives may reasonably require, and the Issuer and the
         Guarantors shall have furnished to such counsel such documents as they
         request for the purpose of enabling them to pass upon such matters.

                  (c) The Issuer and the Company shall have furnished to the
         Representatives a certificate of the Issuer and the Company, signed by
         the President or an Executive or Senior Vice President and the
         principal financial or accounting officer of each of the Issuer and the
         Company, dated the Closing Date, to the effect that the signers of such
         certificate have carefully examined the Final Memorandum, any amendment
         or supplement to the Final Memorandum and this Agreement and that:

                                      -16-



                           (i) the representations and warranties of the Issuer
                  and the Guarantors in this Agreement are true and correct in
                  all material respects on and as of the Closing Date with the
                  same effect as if made on the Closing Date, and each of the
                  Issuer and the Guarantors has complied with all the agreements
                  and satisfied all the conditions on its part to be performed
                  or satisfied hereunder at or prior to the Closing Date; and

                           (ii) since the date of the most recent financial
                  statements included in the Final Memorandum (exclusive of any
                  amendment or supplement thereto), there has been no Material
                  Adverse Change, whether or not arising from transactions in
                  the ordinary course of business, except as set forth in or
                  contemplated by the Final Memorandum (exclusive of any
                  amendment or supplement thereto).

                  (d) At the Closing Date, the Company shall have requested and
         caused Ernst & Young LLP to furnish to the Initial Purchasers a letter,
         dated as of the Closing Date, in form and substance satisfactory to the
         Representatives, confirming that they are independent accountants
         within the meaning of the Act and the Exchange Act and the applicable
         rules and regulations thereunder, that they have performed a review of
         the unaudited interim financial information of the Company for the
         three-month period ended January 31, 2004 and as at January 31, 2004

                           (i) in their opinion the audited financial statements
                  and financial statement schedules incorporated in the Final
                  Memorandum and reported on by them comply as to form in all
                  material respects with the applicable accounting requirements
                  of the Exchange Act and the related published rules and
                  regulations thereunder;

                           (ii) on the basis of a reading of the latest
                  unaudited financial statements made available by the Company
                  and its subsidiaries; their limited review in accordance with
                  the standards established under Statement on Auditing
                  Standards No. 71, of the unaudited interim financial
                  information for the three-month period ended January 31, 2004
                  and as at January 31, 2004 as indicated in their report
                  incorporated in the Final Memorandum; carrying out certain
                  specified procedures (but not an examination in accordance
                  with generally accepted auditing standards) which would not
                  necessarily reveal matters of significance with respect to the
                  comments set forth in such letter; a reading of the minutes of
                  the meetings of the stockholders, the board directors and all
                  committees of the board of directors of the Company and its
                  subsidiaries; and inquiries of certain officials of the
                  Company who have responsibility for financial and accounting
                  matters of the Company and its subsidiaries as to transactions
                  and events subsequent to October 31, 2003 nothing came to
                  their attention which caused them to believe that:

                                    (1) any unaudited consolidated financial
                           statements incorporated in the Final Memorandum do
                           not comply in form in all material respects with
                           applicable accounting requirements and with the
                           published rules and regulations of the Commission
                           with respect to financial statements included or
                           incorporated in quarterly reports on Form 10-Q under

                                      -17-



                           the Exchange Act; and said unaudited financial
                           statements are not in conformity with generally
                           accepted accounting principles applied on a basis
                           substantially consistent with that of the audited
                           financial statements included or incorporated in the
                           Final Memorandum; or

                                    (2) with respect to the period subsequent to
                           January 31, 2004, at a specified date not more than
                           five days prior to the date of the letter, there were
                           any decreases in the capital stock or there were any
                           increases in the long-term debt of the Company and
                           its subsidiaries or any decreases in the total
                           consolidated assets of the Company and its
                           subsidiaries as compared with the amounts shown on
                           the January 31, 2004 consolidated balance sheet
                           incorporated in the Final Memorandum, or for the
                           period from February 1, 2004 to such specified date
                           there were any decreases, as compared with the same
                           period in the preceding year, in income before income
                           taxes, in consolidated net revenues or income before
                           income taxes or in total or per share amounts of net
                           income of the Company and its subsidiaries, except in
                           all instances for changes or decreases set forth in
                           such letter, in which case the letter shall be
                           accompanied by an explanation by the Company as to
                           the significance thereof unless said explanation is
                           not deemed necessary by the Representatives; or

                           (iii) they have performed certain other specified
                  procedures as a result of which they determined that certain
                  information of an accounting, financial or statistical nature
                  (which is limited to accounting, financial or statistical
                  information derived from the general accounting records of the
                  Company and its subsidiaries) set forth in the Final
                  Memorandum, including the information set forth under the
                  captions "Selected Consolidated Financial Information and
                  Operating Data" in the Final Memorandum, the information
                  included or incorporated in Items 1, 2, 6, 7 and 11 of the
                  Company's Annual Report on Form 10-K for the fiscal year ended
                  October 31, 2003, as amended, incorporated in the Final
                  Memorandum and the information included in the Company's
                  Current Reports on Form 8-K filed with the Commission on
                  February 26, 2004 agrees with the accounting records of the
                  Company and its subsidiaries, excluding any questions of legal
                  interpretation.

                  References to the Final Memorandum in this Section 5(d)
         include any amendment or supplement thereto at the date of the
         applicable letter.

                  (e) Subsequent to the Execution Time or, if earlier, the dates
         as of which information is given in the Final Memorandum (exclusive of
         any amendment or supplement thereto), there shall not have been (i) any
         change or decrease specified in the letter referred to in Section 5(d);
         or (ii) any Material Adverse Change, whether or not arising from
         transactions in the ordinary course of business, except as set forth in
         or contemplated in the Final Memorandum (exclusive of any amendment or
         supplement thereto), the effect of which, in any case referred to in
         clause (i) or (ii) above, is, in the sole judgment of the
         Representatives, so material and adverse as to make it impractical or
         inadvisable to market the Securities as contemplated by the Final
         Memorandum (exclusive of any amendment or supplement thereto).

                                      -18-



                  (f) Subsequent to the Execution Time, there shall not have
         been any decrease in the rating of any of the debt securities of Toll
         Corp. by any "nationally recognized statistical rating organization"
         (as defined for purposes of Rule 436(g) under the Act) or any notice
         given of any intended or potential decrease in any such rating or of a
         possible change in any such rating that does not indicate the direction
         of the possible change.

                  (g) Prior to the Closing Date, the Issuer and the Guarantors
         shall have furnished to the Representatives such further information,
         certificates and documents as the Representatives may reasonably
         request.

                  If any of the conditions specified in this Section 5 shall not
have been fulfilled in all material respects when and as provided in this
Agreement, or if any of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be in all material respects reasonably
satisfactory in form and substance to the Representatives and counsel for the
Initial Purchasers, this Agreement and all obligations of the Initial Purchasers
hereunder may be canceled at, or at any time prior to, the Closing Date by the
Representatives. Notice of such cancellation shall be given to the Issuer and
the Company in writing or by telephone or facsimile confirmed in writing.

                  The documents required to be delivered by this Section 5 will
be delivered at the office of counsel for the Initial Purchasers, at 80 Pine
Street, New York, New York 10005, on the Closing Date.

                  6. Reimbursement of Expenses. If the sale of the Securities
provided for herein is not consummated because any condition to the obligations
of the Initial Purchasers set forth in Section 5 hereof is not satisfied,
because of any termination pursuant to Section 8 hereof or because of any
refusal, inability or failure on the part of the Company to perform any
agreement herein or comply with any provision hereof other than by reason of a
default by the Initial Purchasers, the Issuer and the Company will reimburse the
Initial Purchasers on demand for all out-of-pocket expenses (including
reasonable fees and disbursements of counsel) that shall have been incurred by
them in connection with the proposed purchase and sale of the Securities.

                  7. Indemnification and Contribution. (a) Each of the Issuer
and the Guarantors agrees to indemnify and hold harmless each of the Initial
Purchasers, the directors, officers, employees and agents of each of the Initial
Purchasers and each person who controls an Initial Purchaser within the meaning
of either the Act or the Exchange Act against any and all losses, claims,
damages or liabilities, joint or several, to which they or any of them may
become subject under the Act, the Exchange Act or other Federal or state
statutory law or regulation, at common law or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of a material
fact contained in the Final Memorandum (or in any supplement or amendment
thereto) or any information provided by the Issuer or any of the Guarantors to
any holder or prospective purchaser of Securities pursuant to Section 4(h), or
in any amendment thereof or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required

                                      -19-



to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading, and agrees to
reimburse each such indemnified party, as incurred, for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that the Issuer and the Guarantors will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon any such untrue statement or alleged untrue statement or omission or
alleged omission made in the Final Memorandum, or in any amendment thereof or
supplement thereto, in reliance upon and in conformity with written information
furnished to the Issuer or any of the Guarantors by or on behalf of any Initial
Purchaser through the Representatives specifically for inclusion therein. This
indemnity agreement will be in addition to any liability which the Issuer and
the Guarantors may otherwise have.

                  (b) The Initial Purchasers severally and not jointly agree to
indemnify and hold harmless each of the Issuer and the Guarantors, each of their
directors, officers, general partners, managers and managing members, as the
case may be, of each of the Issuer and the Guarantors and each person who
controls the Issuer and the Guarantors within the meaning of either the Act or
the Exchange Act, to the same extent as the foregoing indemnity from the Issuer
and the Guarantors to each Initial Purchaser, but only with reference to written
information relating to an Initial Purchaser furnished to the Issuer and the
Guarantors by or on behalf of such Initial Purchaser through the Representatives
specifically for inclusion in the Final Memorandum (or in any amendment or
supplement thereto). This indemnity agreement will be in addition to any
liability which any Initial Purchaser may otherwise have. The Issuer and the
Guarantors acknowledge that the statements set forth in the last paragraph of
the cover page regarding the delivery of the Securities and the first sentence
of the third paragraph, the second sentence of the ninth paragraph and the
entire eighth and tenth paragraphs under the heading "Plan of Distribution" in
the Final Memorandum, constitute the only information furnished in writing by or
on behalf of the Initial Purchasers for inclusion in the Final Memorandum (or in
any amendment or supplement thereto).

                  (c) Promptly after receipt by an indemnified party under this
Section 7 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 7, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party (i)
will not relieve it from liability under paragraph (a) or (b) above unless and
to the extent it did not otherwise learn of such action and such failure results
in the forfeiture by the indemnifying party of substantial rights and defenses;
and (ii) will not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation
provided in paragraph (a) or (b) above. The indemnifying party shall be entitled
to appoint counsel of the indemnifying party's choice at the indemnifying
party's expense to represent the indemnified party in any action for which
indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties); provided, however, that such
counsel shall be reasonably satisfactory to the indemnified party. An
indemnifying party may participate in its own expense in the defense of any
action; provided, however, that counsel to the indemnifying party shall not
(except with the consent of the indemnified party) also be counsel to the
indemnified party. In no event shall the indemnifying parties be liable for the
fees and expenses or more than one counsel (in addition to any local counsel)

                                      -20-



separate from their own counsel for all indemnified parties in connection with
any one action or separate but similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances. An
indemnifying party will not, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding.

                  (d) In the event that the indemnity provided in paragraph (a)
or (b) of this Section 7 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, the Issuer and the Guarantors and the Initial
Purchasers agree to contribute to the aggregate losses, claims, damages and
liabilities (including legal or other expenses reasonably incurred in connection
with investigating or defending same) (collectively "Losses") to which the
Issuer or the Guarantors and the Initial Purchasers may be subject in such
proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and by the Initial Purchasers on the other from the
offering of the Securities; provided, however, that in no case shall any Initial
Purchaser be responsible for any amount in excess of the purchase discount or
commission applicable to the Securities purchased by such Initial Purchaser
hereunder. If the allocation provided by the immediately preceding sentence is
unavailable for any reason, the Issuer and the Guarantors and the Initial
Purchasers shall contribute in such proportion as is appropriate to reflect not
only such relative benefits but also the relative fault of the Issuer and the
Guarantors on the one hand and of the Initial Purchasers on the other in
connection with the statements or omissions which resulted in such Losses, as
well as any other relevant equitable considerations. Benefits received by the
Issuer and the Guarantors shall be deemed to be equal to the total net proceeds
from the offering (before deducting expenses) received by it, and benefits
received by the Initial Purchasers shall be deemed to be equal to the total
purchase discounts and commissions in each case set forth on the cover of the
Final Memorandum. Relative fault shall be determined by reference to, among
other things, whether any untrue or any alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information provided by the Issuer and the Guarantors on the one hand or the
Initial Purchasers on the other, the intent of the parties and their relative
knowledge, information and opportunity to correct or prevent such untrue
statement or omission. The Issuer and the Guarantors and the Initial Purchasers
agree that it would not be just and equitable if contribution were determined by
pro rata allocation or any other method of allocation which does not take
account of the equitable considerations referred to above. Notwithstanding the
provisions of this paragraph (d), no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 7, each person who controls the
Initial Purchasers within the meaning of either the Act or the Exchange Act and
each director, officer, employee and agent of the Initial Purchasers shall have
the same rights to contribution as the Initial Purchasers, and each person who
controls any of the Issuer and the Guarantors within the meaning of either the
Act or the Exchange Act and each officer, director, general partner, manager and
managing member, as the case may be, of the Issuer and the Guarantors shall have
the same rights to contribution as the Issuer and the Guarantors, subject in
each case to the applicable terms and conditions of this paragraph (d).

                                      -21-



                  8. Termination. This Agreement shall be subject to termination
in the absolute discretion of the Representatives, by notice given to the Issuer
and the Company prior to delivery of and payment for the Securities, if at any
time prior to such time (i) trading in the Company's Common Stock shall have
been suspended by the Commission or the New York Stock Exchange or trading in
securities generally on the New York Stock Exchange, the American Stock
Exchange, or the NASDAQ National Market shall have been suspended or limited or
minimum prices shall have been established on such exchanges or the NASDAQ
National Market; (ii) a banking moratorium shall have been declared either by
Federal or New York State authorities; (iii) there shall have occurred any
outbreak or escalation of hostilities, declaration by the United States of a
national emergency or war, or other calamity or crisis the effect of which on
financial markets is such as to make it, in the sole judgment of the
Representatives, impracticable or inadvisable to proceed with the offering or
delivery of the Securities as contemplated by the Final Memorandum (exclusive of
any amendment or supplement thereto); or (iv) since the respective dates as of
which information is given in the Final Memorandum, there has been a Material
Adverse Change.

                  9. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of the
Issuer and the Guarantors or their respective officers and of the Initial
Purchasers set forth in or made pursuant to this Agreement will remain in full
force and effect, regardless of any investigation made by or on behalf of the
Initial Purchasers or the Issuer and the Guarantors or any of the officers,
directors, general partners, managers or managing members, as the case may be,
or controlling persons referred to in Section 7 hereof, and will survive
delivery of and payment for the Securities. The provisions of Sections 6 and 7
hereof shall survive the termination or cancellation of this Agreement.

                  10. Notices. All communications hereunder will be in writing
and effective only on receipt, and, if sent to the Representatives, will be
mailed, delivered or telefaxed to Banc One Capital Markets, Inc. (fax no.: (312)
732-4773 and confirmed at 1 Bank One Plaza, Suite IL-0595, Chicago, Illinois
60670, Attention: Structuring & Execution and to the Citigroup General Counsel
(fax no.: (212) 816-7912) and confirmed to the General Counsel, Citigroup at 388
Greenwich Street, New York, New York 10013, Attention: General Counsel; or, if
sent to the Issuer and the Company, will be mailed, delivered or telefaxed to
Toll Brothers Finance Corp./Toll Brothers, Inc. Chairman of the Board and Chief
Executive Officer (fax no.: 215-938-8255) and confirmed to 3103 Philmont Avenue,
Huntington Valley, Pennsylvania 19006, Attention: Robert I. Toll, Chairman of
the Board and Chief Executive Officer.

                  11. Default by an Initial Purchaser. If any one or more
Initial Purchasers shall fail to purchase and pay for any of the Securities
agreed to be purchased by such Initial Purchaser hereunder and such failure to
purchase shall constitute a default in the performance of its or their
obligations under this Agreement, the remaining Initial Purchasers shall be
obligated severally to take up and pay for (in the respective proportions which
the amount of Securities set forth opposite their names in Annex A hereto bears
to the aggregate amount of Securities set forth opposite the names of all the
remaining Initial Purchasers) the Securities which the defaulting Initial
Purchaser or Initial Purchasers agreed but failed to purchase; provided,
however, that in the event that the aggregate amount of Securities which the
defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase
shall exceed 10% of the aggregate amount of Securities set forth in Annex A
hereto, the remaining Initial Purchasers shall have the right to purchase all,

                                      -22-



but shall not be under any obligation to purchase any, of the Securities, and if
such nondefaulting Initial Purchasers do not purchase all the Securities, this
Agreement will terminate without liability to any nondefaulting Initial
Purchaser or the Issuer and the Guarantors. In the event of a default by any
Initial Purchaser as set forth in this Section 11, the Closing Date shall be
postponed for such period, not exceeding five Business Days, as the
Representatives shall determine in order that the required changes in the Final
Memorandum or in any other documents or arrangements may be effected. Nothing
contained in this Agreement shall relieve any defaulting Initial Purchaser of
its liability, if any, to the Issuer and the Guarantors or any nondefaulting
Initial Purchaser for damages occasioned by its default hereunder.

                  12. Successors. This Agreement is binding upon the parties
hereto and their respective successors and will inure to the benefit of the
officers, directors, general partners, managers and managing members, as the
case may be, and controlling persons referred to in Section 7 hereof, and,
except as expressly set forth in Section 4(h) hereof, no other person will have
any right or obligation hereunder.

                  13. Applicable Law. This Agreement will be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed within the State of New York.

                  14. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same instrument.

                  15. Headings. The section headings used herein are for
convenience only and shall not affect the construction hereof.

                  16. Definitions. The terms which follow, when used in this
Agreement, shall have the meanings indicated.

                  "Act" shall mean the Securities Act of 1933, as amended, and
the rules and regulations of the Commission promulgated thereunder.

                  "Affiliate" shall have the meaning specified in Rule 501(b) of
Regulation D.

                  "Business Day" shall mean any day other than a Saturday, a
Sunday or a legal holiday or a day on which banking institutions or trust
companies are authorized or obligated by law to close in The City of New York.

                  "Citigroup" shall mean Citigroup Global Markets Inc.

                  "Commission" shall mean the Securities and Exchange
Commission.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission promulgated
thereunder.

                  "Execution Time" shall mean the date and time that this
Agreement is executed and delivered by the parties hereto.

                                      -23-



                  "Investment Company Act" shall mean the Investment Company Act
of 1940, as amended, and the rules and regulations of the Commission promulgated
thereunder.

                  "Regulation D" shall mean Regulation D under the Act.

                  "Trust Indenture Act" shall mean the Trust Indenture Act of
1939, as amended, and the rules and regulations of the Commission promulgated
thereunder.












                                      -24-





                  If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this Agreement and your acceptance shall represent a binding agreement
among the Issuer, the Company and the Initial Purchasers.

                                    Very truly yours,

                                    TOLL BROTHERS FINANCE CORP.,
                                      As Issuer



                                    By:
                                        ------------------------------------
                                        Name:
                                        Title:


                                    TOLL BROTHERS, INC.,
                                      As a Guarantor


                                    By:
                                        ------------------------------------
                                        Name:
                                        Title:


The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.

BANC ONE CAPITAL MARKETS, INC.,
  for themselves and as a Representative of the Initial Purchasers



By:
    -------------------------------
    Name:
    Title:


CITIGROUP GLOBAL MARKETS INC.,
  for themselves and as a Representative of the Initial Purchasers



By:
    -------------------------------
    Name:
    Title:


                                      S-1




                                     ANNEX A


Initial Purchaser                                    Principal Amount of Notes
- -----------------                                    -------------------------

Citigroup Global Markets Inc.                                $142,500,000
Banc One Capital Markets, Inc.                                142,500,000
Banc of America Securities LLC                                  3,000,000
Comerica Securities, Inc.                                       3,000,000
Credit Lyonnais Securities (USA) Inc.                           3,000,000
SunTrust Capital Markets, Inc.                                  3,000,000
BNP Paribas Securities Corp.                                    1,000,000
The Royal Bank of Scotland plc                                  1,000,000
Wells Fargo Brokerage Services, LLC                             1,000,000
                                                             ------------
     Total                                                   $300,000,000






                                      S-2




                                  SCHEDULE I(a)


SUBSIDIARY                                                 STATE/DATE FORMED
- ----------                                                 -----------------

Corporations
- ------------
Toll Holdings, Inc.                                        DE-08/01/89
Amwell Chase, Inc.                                         DE-03/23/89
BBCC Investments, Inc.                                     PA-08/12/00
Bunker Hill Estates, Inc.                                  DE-11/21/88
Chesterbrooke, Inc.                                        DE-08/24/87
Connecticut Land Corp.                                     DE-11/10/88
Daylesford Development Corp.                               DE-12/02/87
Eastern States Engineering, Inc.                           DE-10/22/86
Fairway Valley, Inc.                                       DE-10/22/86
First Brandywine Finance Corp.                             DE-06/30/93
First Brandywine Investment Corp. II                       DE-06/28/93
First Brandywine Investment Corp. III                      DE-08/31/95
First Huntingdon Finance Corp.                             DE-07/14/87
Franklin Farms G.P., Inc.                                  DE-09/30/87
MA Limited Land Corporation                                DE-08/08/88
Maple Point, Inc.                                          DE-03/20/89
Maryland Limited Land Corporation                          DE-11/25/87
Polekoff Farm, Inc.                                        PA-06/30/86
Springfield Chase, Inc.                                    DE-12/22/88
Stewarts Crossing, Inc.                                    DE-02/17/89
TB Proprietary Corp.                                       DE-07/14/87
TB Proprietary LP, Inc.                                    DE-10/31/00
Tenby Hunt, Inc.                                           DE-04/02/92
Toll AZ GP Corp.                                           DE-07/26/95
Toll Bros., Inc.                                           PA-06/30/86
Toll Bros., Inc.                                           DE-01/01/90
Toll Bros. of Tennessee, Inc.                              DE-11/12/98
Toll Brothers Real Estate, Inc.                            PA-03/13/86
Toll Corp.                                                 DE-07/14/87
Toll Finance Corp.                                         DE-09/08/99
Toll Land Corp. No. 6                                      PA-06/30/86
 Toll Land Corp. No. 10                                    DE-03/20/89
Toll Land Corp. No. 20                                     DE-03/20/89
Toll Land Corp. No. 43                                     DE-06/30/93
Toll Land Corp. No. 45                                     DE-06/30/93
Toll Land Corp. No. 46                                     DE-06/30/93

- -----------------------------------
(a)  To be confirmed by Wolf Block.





SUBSIDIARY                                                 STATE/DATE FORMED
- ----------                                                 -----------------

Toll Land Corp. No. 47                                     DE-06/30/93
Toll Land Corp. No. 48                                     DE-08/28/96
Toll Land Corp. No. 49                                     DE-08/28/96
Toll Land Corp. No. 50                                     DE-08/28/96
Toll Land Corp. No. 51                                     DE-09/10/97
Toll Land Corp. No. 52                                     DE-09/10/97
Toll Land Corp. No. 53                                     DE-10/01/98
Toll Land Corp. No. 55                                     DE-10/01/98
Toll Land Corp. No. 56                                     DE-10/01/98
Toll Land Corp. No. 58                                     DE-10/23/01
Toll Land Corp. No. 59                                     DE-10/23/01
Toll Land Corp. No. 60                                     DE-10/23/01
Toll Management AZ Corp.                                   DE-10/30/98
Toll Management VA Corp.                                   DE-10/30/98
Toll NJX-I Corp.                                           DE-11/05/01
Toll NJX-II Corp.                                          DE-11/05/01
Toll PA GP Corp.                                           PA-05/19/92
Toll PA II GP Corp.                                        PA-01/29/02
Toll Philmont Corporation                                  DE-09/16/88
Toll Realty Holdings Corp. I                               DE 03/11/98
Toll Realty Holdings Corp. II                              DE-03/11/98
Toll Realty Holdings Corp. III                             DE-03/11/98
Toll TX GP Corp.                                           DE-11/01/94
Toll VA GP Corp.                                           DE-03/20/89
Toll VA Member Two, Inc.                                   DE-10/30/98
Toll Wood Corporation                                      DE-11/09/88
Valley Forge Conservation Holding GP Corp.                 PA-03/18/02
Warren Chase, Inc.                                         DE-07/01/88
Windsor Development Corp.                                  PA-07/31/86

Limited Partnerships
- --------------------
Afton Chase, L.P.                                          PA-02/15/94
Audubon Ridge, L.P.                                        PA-12/30/91
BBCC Golf, L.P.                                            PA-02/25/92
BBCC Investments, LP                                       PA-08/12/00
Beaumont Chase, L.P.                                       PA-06/24/97
Belmont Land, L.P.                                         VA-02/01/95
Blue Bell Country Club, L.P.                               PA-12/18/91
Brandywine River Estates, L.P.                             PA-12/21/95
Bridle Estates, L.P.                                       PA-04/30/96
Broad Run Associates, L.P.                                 PA-10/16/98
Buckingham Woods, L.P.                                     PA-06/09/92
Bucks County Country Club, L.P.                            PA-01/23/97
Cobblestones at Thornbury, L.P.                            PA-03/17/94
Cold Spring Hunt, L.P.                                     PA-10/20/92

                                      -2-



SUBSIDIARY                                                 STATE/DATE FORMED
- ----------                                                 -----------------

Coleman-Toll Limited Partnership                           NV-10/16/97
Concord Chase, L.P.                                        PA-04/24/97
Dolington Estates, L.P.                                    PA-03/17/94
Dominion Country Club, L.P.                                VA-12/01/98
Edmunds-Toll Limited Partnership                           AZ-07/28/95
Estates at Autumnwood, L.P.                                DE-11/06/92
First Brandywine Partners, L.P.                            DE-10/30/98
Greens at Waynesborough, L.P.                              PA-09/27/93
Hockessin Chase, L.P.                                      DE-01/16/98
Knolls of Birmingham, L.P.                                 PA-07/19/96
Lakeridge, L.P.                                            PA-09/27/93
Loudoun Valley Associates, L.P.                            VA-12/16/99
Marshallton Chase, L.P.                                    PA-07/17/96
Mill Road Estates, L.P.                                    PA-05/04/94
Northampton Crest, L.P.                                    PA-09/05/97
Northampton Preserve, L.P.                                 PA-05/07/97
Providence Hunt, L.P.                                      PA-01/28/92
River Crossing, L.P.                                       PA-04/30/96
Rose Hollow Crossing Associates                            PA-12/16/80
Rose Tree Manor, L.P.                                      PA-09/10/92
South Riding Partners, L.P.                                VA-10/03/96
Springton Pointe, L.P.                                     PA-05/04/95
Stone Mill Estates, L.P.                                   PA-08/31/99
Stoney Ford Estates, L.P.                                  PA-01/30/97
Swedesford Chase, L.P.                                     PA-12/11/97
TB Proprietary, L.P.                                       DE-10/31/00
Tenby Hunt, L.P.                                           DE-04/02/92
Thornbury Knoll, L.P.                                      PA-12/05/91
Toll CA II, L.P.                                           CA-11/21/95
Toll CA III, L.P.                                          CA-01/04/01
Toll Land XXVII Limited Partnership                        DE-02/16/99
Toll MI II Limited Partnership                             MI-04/19/99
Toll Naval Associates                                      PA-07/01/86
Toll PA, L.P.                                              PA-11/01/95
Toll PA II, L.P.                                           PA-11/02/00
Toll PA III, L.P.                                          PA-10/12/01
Toll PA IV, L.P.                                           PA-10/12/01
Toll PA V, L.P.                                            PA-01/29/02
Toll PA VI, L.P.                                           PA-03/25/02
Toll PA VII, L.P.                                          PA-10/16/02
Toll Reston Associates, L.P.                               DE-09/08/99
Uwchlan Woods, L.P.                                        PA-02/28/96
Valley Forge Conservation Holding, L.P.                    PA-03/25/02
Valley Forge Woods, L.P.                                   PA-09/10/92
Village Partners, L.P.                                     PA-01/08/03

                                      -3-



SUBSIDIARY                                                 STATE/DATE FORMED
- ----------                                                 -----------------

Warwick Greene, L.P.                                       PA-02/05/98
Warwick Woods, L.P.                                        PA-03/05/96
Whiteland Woods, L.P.                                      PA-09/27/95
Willowdale Crossing, L.P.                                  PA-08/21/96
Wrightstown Hunt, L.P.                                     PA-12/06/95
Yardley Estates, L.P.                                      PA-06/24/92

Limited Liability Companies
- ---------------------------
C.B.A.Z. Holding Company LLC                               DE-10/30/98
First Brandywine LLC I                                     DE-10/28/99
First Brandywine LLC II                                    DE-10/28/99
RiverCrest Sewer Company, LLC                              PA-04/22//02
Toll DE X, LLC                                             DE-03/26/02
Toll Equipment, L.L.C.                                     DE-01/19/00
Toll Reston Associates, L.L.C.                             DE-09/08/99
Toll Technology Investments, L.L.C.                        DE-03/24/00
Toll Turf Management, L.L.C.                               DE-05/15/00
Toll Turf Management, L.L.C.                               PA-06/05/00
Toll VA L.L.C.                                             DE-10/30/98
Town Suites LLC                                            PA-05/24/01
Toll Brothers Realty Pennsylvania, L.L.C.                  DE-01/7/99
Toll Realty Operating VIC LLC                              PA-03/12/98
Toll Realty Operating VIP LLC                              PA-03/12/98
Toll Trust Parallel LLC                                    DE-12/27/01


                                      -4-




                                 SCHEDULE II(a)


Opinion Provider                       Jurisdiction
- ----------------                       ------------






































- -----------------------------------
(a)  To come from WBSSC