INDEPENDENT CONTRACTOR AGREEMENT





         THIS AGREEMENT (the "Agreement") is effective as of the 1st day of

January 2001 and is between MIZEL DESIGN AND DECORATING COMPANY ("Consultant")

and M.D.C. HOLDINGS, INC. (the "Company").



         1. ENGAGEMENT. The Company hereby engages Consultant as an independent

contractor to perform the services specified in Paragraph 3 below for the

Company.



         2. TERM. The term of this Agreement shall be for a period beginning on

January 1, 2001 and ending December 31, 2001, unless previously terminated

pursuant to Paragraph 8 below. This Agreement shall be automatically renewed on

January 1 of each successive year for a one-year term unless previously

terminated by either party pursuant to Paragraph 8 below.



         3. RESPONSIBILITIES. Commencing on January 1, 2001, Consultant shall

perform consulting services as are reasonably requested by the Company in those

areas described on Exhibit A attached hereto and incorporated by this reference.

Consultant shall be responsible and report to the Company's Chief Operating

Officer at the Company's Denver, Colorado headquarters.



         4. BEST EFFORTS. Consultant shall use its best efforts to competently

and expeditiously perform its responsibilities under this Agreement. Consultant

shall, while on Company premises, and at all other times while performing its

responsibilities under this Agreement, observe, abide by and comply with all

corporate policies and procedures of the Company. Consultant shall not commit

any act or make any statements that would be damaging to the reputation and good

will of the Company.



         5. OBLIGATIONS OF THE COMPANY. During the term of this Agreement, the

Company shall reimburse Consultant for all reasonable business expenses incurred

by Consultant's personnel in connection with performance of Consultant's

services. Reimbursement of such expenses shall be made and documented in

accordance with Company's normal expense reimbursement policies and procedures.



         6. COMPENSATION. Subject to paragraph 8.d. below, Consultant shall be

paid $20,000.00 per month for the term of this Agreement. Payments hereunder

shall be made semi-monthly, two weeks in arrears.



         7. CONFIDENTIALITY OF INFORMATION. Consultant recognizes and

acknowledges that it will have access to certain confidential information of the

Company, its subsidiaries and affiliated companies, and that such information

constitutes valuable, special and unique property of the Company, its

subsidiaries and affiliated companies. Consultant agrees that, during its

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