SECOND AMENDMENT TO
                           PURCHASE AND SALE AGREEMENT

     THIS SECOND  AMENDMENT TO PURCHASE AND SALE  AGREEMENT  (this  "Amendment")
dated  as of the 4th day of  June,  2001,  is  made by and  between  Hunt / Hill
Partnership, a Florida general partnership (the "Seller"), and Homes for America
Holdings,  Inc.,  a Nevada  corporation,  and its  successors  or  assigns  (the
"Purchaser").

                                    RECITALS:

R.1. Seller and Purchaser have entered into and commenced performance under that
     certain  Agreement  of Purchase and Sale dated as of December 15, 2000 (the
     "Original Agreement"), made effective on December 26, 2000, relating to the
     purchase  and sale of that  certain  parcel of land  located  at 2747 First
     Street, Fort Myers,  Florida 33916, and described as part of the "Property"
     in the Original Agreement.

R.2. The parties  have further  amended the  Original  Agreement by that certain
     Amendment to Purchase  and Sale  Agreement  dated March 26, 2001,  and by a
     Letter  Amendment dated May 24, 2001,  extending the Feasibility  Period to
     June 4, 2001.

R.3. Purchaser  has  determined  during  its due  diligence  investigation  that
     proceeding with the acquisition of the Property would be feasible  provided
     Purchaser  obtains  from the City of Fort  Meyers,  Florida,  redevelopment
     financing  in  the  amount  of  Three  Million  Dollars  ($3,000,000),  but
     Purchaser will not receive formal approval from the governmental  authority
     for such financing until at least June 21, 2001, at the next meeting of the
     Downtown  Redevelopment  Agency  which  is the  advisory  group to the City
     governing body.

R.4. The parties have agreed to extend the  Feasibility  Period and the date for
     Closing as described herein.

     NOW,  THEREFORE,  in  consideration  of  the  foregoing  recitals  and  the
representations  and  covenants  herein  exchanged  and other good and  valuable
consideration the receipt and sufficiency of which the parties acknowledge,  the
Purchaser and Seller agree as follows:

1.   Extension of Feasibility Period. Section 2(d)3(c) of the Original Agreement
     is hereby amended by adding the following:

"The Feasibility  Period at any time is hereby extended to the date fifteen (15)
days  after  the  approval  by  resolution  or  final  report  of  the  Downtown
Redevelopment Agency of Fort Meyers,  Florida,  recommending to the City of Fort
Meyers,  Florida (the "City"),  that it provide by agreement  with Purchaser the
sum of Three Million Dollars ($3,000,000) in redevelopment financing (apart from
impact fees, which the City shall waive, and the costs of bringing  utilities to
the Property) (the "Approval Recommendation")."

2.   Extension  of Closing;  Termination.

     (a)  Section  5(a)3(c)  of the  Original  Agreement  is hereby  amended  by
          striking  in its first  sentence  "the date  sixty (60) days after the
          termination  of the  Feasibility  Period"  and  replacing  it with the
          following:

"the date thirty (30) days after the City of Fort Meyers,  Florida (the "City"),
enters into a binding  agreement with Purchaser to provide Three Million Dollars
($3,000,000)  in  redevelopment  financing  for the  Property  on the  terms and
conditions  described  in the  Approval  Recommendation  (or such other terms as
accepted by Purchaser) (the "Financing Agreement")."


                            Exhibit 10.29.1 - Page 1


     (b)  In the  event  after  diligent  application  by  Purchaser  after  the
          Approval  Recommendation  the City does not enter  into the  Financing
          Agreement,  the  Purchaser  shall  have  the  right to  terminate  the
          Agreement  in which event the Deposit  shall be returned to  Purchaser
          and neither party will have any further liability to the other.

3.   Entirety;  Effect of  Amendment.  The recitals are  incorporated  as if set
     forth in full herein and capitalized  terms used and not otherwise  defined
     have the meanings as provided by the  Original  Agreement.  This  Amendment
     sets forth in entirety  the  parties'  agreement  on amending  the Original
     Agreement  and except as modified by this  Amendment,  all of the terms and
     provisions of the Original  Agreement are hereby  ratified and confirmed by
     Seller and Purchaser and shall remain in full force and effect.

4.   Effective  Date;  Counterparts.   This  Amendment  shall  become  effective
     immediately upon its execution and delivery by both parties.  To facilitate
     execution,  this Amendment may be executed in one or more  counterparts and
     it shall not be necessary  that the  signature  of each party,  or that the
     signatures  of all  persons  required  to bind any  party,  appear  on each
     counterpart,  but it shall be sufficient  that the signature of each party,
     or that the signatures of the persons required to bind any party, appear on
     one or more of such  counterparts.  Each party by executing  this Amendment
     agrees that it may be delivered by facsimile  transmission  and relied upon
     by  the  other  party  as if  original  counterparts  were  exchanged.  All
     counterparts  of  this  Amendment  shall  be  deemed  originals  and  shall
     collectively constitute but one instrument and agreement.

IN WITNESS  WHEREOF,  the parties have caused this Amendment to be duly executed
on the dates set forth beneath their respective signatures below:


SELLER:
HUNT / HILL PARTNERSHIP

ATTEST/WITNESS:



        s/s David Hunt
By:  --------------------------------
David W. Hunt
Its: General Partner

Date:    June 4, 2001




PURCHASER:
HOMES FOR AMERICA HOLDINGS, INC.

ATTEST/WITNESS:


        s/s Robert Kohn
By:  --------------------------------
Robert M. Kohn
Its: Vice President and COO

Date:    June 4, 2001


                             Exhibit 10.29.1 - Page 2