$500,000,000

                              M.D.C. HOLDINGS, INC.

                            MEDIUM-TERM SENIOR NOTES

                         MEDIUM-TERM SUBORDINATED NOTES

                             DISTRIBUTION AGREEMENT





                                                              New York, New York

                                                                 October 6, 2004





{Table}

{S}                                                          {C}

Citigroup Global Markets Inc.                                Greenwich Capital Markets, Inc.

388 Greenwich Street                                         600 Steamboat Road

New York, New York  10013                                    Greenwich, Connecticut  06830



Banc of America Securities LLC                               J.P. Morgan Securities Inc.

214 North Tryon Street                                       270 Park Avenue, 8th Floor

NC1-027-14-01                                                New York, New York  10017

Charlotte, North Carolina  28255



BNP Paribas                                                  McDonald Investments Inc.

787 Seventh Avenue                                           127 Public Square, 4th Floor

New York, New York  10019                                    Mail Code:  OH-01-27-0406

                                                             Cleveland, Ohio 44114



Credit Suisse First Boston LLC                               Merrill Lynch, Pierce Fenner & Smith

11 Madison Avenue, 5th Floor                                                Incorporated

New York, New York  10010                                    4 World Financial Center

                                                             New York, New York  10080



Comerica Securities                                          SunTrust Robinson Humphrey Capital Markets

211 West Forth Street, 3rd Floor                             303 Peachtree Street, NE

Mail Code:  3089                                             23rd Floor, MC: GA-ATL-3939

Detroit, Michigan 48226                                      Atlanta, Georgia  30308



Deutsche Bank Securities Inc.                                UBS Securities LLC

60 Wall Street, 45th Floor                                   677 Washington Boulevard

New York, New York  10005                                    Stamford, Connecticut  06901



                                                             Wachovia Capital Markets, LLC

                                                             301 South College Street

                                                             NC0606

                                                             Charlotte, North Carolina  28288

{/Table}





{PAGE}





Ladies and Gentlemen:



          M.D.C. Holdings, Inc., a Delaware corporation (the "Company"),

confirms its agreement with each of you (each an "Agent" and, together with the

additional agents which may become a party hereto pursuant to Section 13, the

"Agents") with respect to the issuance and sale by the Company of up to

$500,000,000 aggregate public offering price of its Medium-Term Senior Notes Due

Nine Months or More from the Original Issue Date (the "Senior Notes") and its

Medium-Term Subordinated Notes Due Nine Months or More from the Original Issue

Date (the "Subordinated Notes" and together with the Senior Notes, the "Notes").

The Senior Notes are to be issued from time to time pursuant to an indenture

dated as of December 3, 2002, between the Company and U.S. Bank National

Association, as trustee (the "Trustee"), and a supplemental indenture dated as

of the date hereof by and among the Company, certain subsidiaries of the Company

and the Trustee (such indenture, as supplemented by such supplemental indenture

or such authorizing resolution, the "Senior Indenture"). The Subordinated Notes

are to be issued from time to time pursuant to an indenture dated as of October

6, 2004 between the Company and the Trustee, and a supplemental indenture dated

as of the date hereof by and among the Company, certain subsidiaries of the

Company and the Trustee (such indenture, as supplemented by such supplemental

indenture or an authorizing resolution, the "Subordinated Indenture" and

together with the Senior Indenture, the "Indentures"). The Company's obligations

under the Senior Indenture and the Senior Notes will be unconditionally

guaranteed (the "Guarantees"), jointly and severally, by each of the wholly

owned subsidiaries of the Company listed on the signature pages hereof (the

"Guarantors"). The Senior Notes and the Guarantees and the Subordinated Notes

are collectively referred to herein as the "Securities." The Company and the

Guarantors are collectively referred to herein as the "Issuers".



          The Notes shall have the maturity dates, applicable interest rates or

interest rate formulas, issue prices, redemption and repayment provisions and

other terms set forth in the Prospectus referred to in Section 1(a) as it may be

amended or supplemented from time to time, including any supplement providing

for the interest rate, maturity and other terms of any Note (a "Pricing

Supplement"). The Notes will be issued, and the terms thereof established, from

time to time, by the Company in accordance with the applicable Indenture and the

Procedures (as defined in Section 2(f)). This Distribution Agreement (this

"Agreement") shall apply only to sales of the Notes and not to sales of any

other securities or evidences of indebtedness of the Company and only on the

specific terms set forth herein.



          Subject to the terms and conditions stated herein and to the

reservation by the Company of the right to sell Notes directly to investors on

its own behalf, and to designate and select additional agents in accordance with

Section 13, the Company hereby (i) appoints each of the Agents as the agent of

the Company for the purpose of soliciting and receiving offers to purchase Notes

from the Company and (ii) agrees that whenever the Company determines to sell

Notes directly to an Agent as principal, it will enter into a separate agreement

(each a "Purchase Agreement"). Each such Purchase Agreement, whether oral (any

such oral agreement shall be confirmed in writing, which may be by facsimile or

other electronic transmission) or in writing, shall be with respect to such

information (as applicable) as specified in Exhibit B hereto, relating to such

sale in accordance with Section 2(e).





                                      -2-

{PAGE}



          Certain capitalized terms have the meanings given to them in Section

17. Any reference herein to the "Registration Statement" or the "Prospectus"

shall be deemed to refer to and include the documents incorporated by reference

therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act

on or before the Effective Date of the Registration Statement or the issue date

of such Prospectus, as the case may be; and any reference herein to the terms

"amend," "amendment" or "supplement" with respect to the Registration Statement

or the Prospectus shall be deemed to refer to and include the filing of any

document under the Exchange Act after the Effective Date of the Registration

Statement or the issue date of any Prospectus, as the case may be, deemed to be

incorporated therein by reference. Notwithstanding the foregoing, for purposes

of this Agreement any prospectus supplement prepared or filed with respect to

any offering pursuant to the Registration Statement of securities other than the

Notes shall not be deemed to have supplemented the Prospectus.



SECTION 1. REPRESENTATIONS AND WARRANTIES



          The Issuers in respect of the Senior Notes, jointly and severally,

represent and warrant, and the Company in respect of the Subordinated Notes

represents and warrants, to each Agent as of the Commencement Date (as defined

in Section 2(g)) and as of the times referred to in Section 6(a) and Section

6(b) to each Agent participating in such sale (the Commencement Date and each

such time being hereinafter sometimes referred to as a "Representation Date"),

as follows:



          (a) The Company meets the requirements for use of Form S-3 under the

Act and has prepared and filed with the Securities and Exchange Commission (the

"Commission") a registration statement (file number 333-117319) on Form S-3,

including a related base prospectus, for the registration under the Act of the

offering and sale of the Securities. The Registration Statement has become

effective under the Act. The Company may have filed one or more amendments

thereto, each of which has previously been furnished to you. The Company will

next file with the Commission one of the following: (1) a final prospectus

(including a prospectus supplement) in accordance with Rules 430A and 424(b), or

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