GILBERT GOLDSTEIN, P.C. Attorney and Counselor at Law 3600 South Yosemite Street, Suite 870 Denver, Colorado 80237

XXXXXXX XXXXXXXXX, P.C.
Attorney and Counselor at Law
0000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000

July 26, 2004

Xx. Xxxxx X. Xxxxx, Chairman
M.D.C. Holdings, Inc.
0000 X. Xxxxxxxx Xx., Xxxxx 000
Xxxxxx, Xxxxxxxx 00000

Re:   Xxxxxxx Xxxxxxxxx, P.C. – Amendment to Agreement

Dear Xxxxx:

This letter amends the agreement between Xxxxxxx Xxxxxxxxx, P.C. and M.D.C. Holdings, Inc. (“MDC”) dated April 11, 2003 (the “Agreement”).

The Agreement (including without limitation, Sections 1, 2.a, 2.b, 3 and 4) is hereby amended to extend the term of the Agreement to February 28, 2006. Except as amended hereby, all other terms, conditions, and other provisions of the Agreement are ratified, approved and confirmed.

This amendment was approved by the Board of Directors of MDC on July 26, 2004. Please indicate MDC’s approval of this Amendment by executing the acknowledgement below.

If you have any questions, please call me.

Yours truly,

XXXXXXX XXXXXXXXX, P.C.
By:		/s/ Xxxxxxx Xxxxxxxxx
		Xxxxxxx Xxxxxxxxx
Approved and agreed to this 26th day of July, 2004.

M.D.C.		HOLDINGS, INC.
By:		/s/ Xxxxx X. Xxxxx
		Xxxxx X. Xxxxx Chairman of the Board and Chief Executive Officer