BRESLER & REINER INC
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>ex10-1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
<PAGE>

                                                                    Exhibit 10.1
                                                                    ------------










_______________________________________________________________________________



                           SECOND AMENDED AND RESTATED
                             SHAREHOLDERS AGREEMENT

                                 BY AND BETWEEN

                          BRESLER FAMILY INVESTORS, LLC
               BURTON J. REINER AND ANITA O. REINER, JOINT TENANTS

               BURTON & ANITA REINER CHARITABLE REMAINDER UNITRUST

                                       AND

                             BRESLER & REINER, INC.


_______________________________________________________________________________


<PAGE>


                           SECOND AMENDED AND RESTATED
                             SHAREHOLDERS AGREEMENT

                                 BY AND BETWEEN

                          BRESLER FAMILY INVESTORS, LLC
               BURTON J. REINER AND ANITA O. REINER, JOINT TENANTS

               BURTON & ANITA REINER CHARITABLE REMAINDER UNITURST

                                       AND

                             BRESLER & REINER, INC.



                                TABLE OF CONTENTS
                                -----------------


DESCRIPTION                                                               PAGE
-----------                                                               ----

 1.  Definitions                                                           1

 2.  First Right of Offer                                                  3

 3.  Purchase Option of Corporation                                        4

 4.  Purchase Option of Remaining Shareholders                             4

 5.  Purchase Price                                                        4

 6.  Payment of Purchase Price                                             4

 7.  Promissory Note and Guarantee                                         5

 8.  Transfer of Shares to Purchaser                                       6

 9.  Endorsement of Stock                                                  8

10. Covenants of the Corporation                                           8

11. Securities Law Compliance                                              8

12. Stock Splits, Dividends, Etc.                                          9



<PAGE>


                           SECOND AMENDED AND RESTATED
                             SHAREHOLDERS AGREEMENT

                                 BY AND BETWEEN

                          BRESLER FAMILY INVESTORS, LLC
               BURTON J. REINER AND ANITA O. REINER, JOINT TENANTS

               BURTON & ANITA REINER CHARITABLE REMAINDER UNITRUST

                                       AND

                             BRESLER & REINER, INC.




DESCRIPTION                                                               PAGE
-----------                                                               ----

13. Rights, Obligations and Remedies                                      9

14. Notices, Offers, Acceptances and Rejections                           9

15. Benefit                                                               10

16. Entire Agreement; Amendment, Modification and Termination             10

17. Execution in Counterparts                                             11

18. Governing Law                                                         11

19. Miscellaneous                                                         11

         (a) Indulgences, Etc.

         (b) Provisions Separable

         (c) Paragraph Headings

         (d) Gender, Etc.

         (e) Number of Days


<PAGE>


                           SECOND AMENDED AND RESTATED
                             SHAREHOLDERS AGREEMENT


         SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT made as of this 21st
day of February 2003 by and among Bresler Family Investors, LLC ("Bresler") and
Burton J. Reiner and Anita O. Reiner, husband and wife as joint tenants
("Reiner"), Burton & Anita Reiner Charitable Remainder Unitrust ("Unitrust")
(Bresler, Reiner and Unitrust are hereinafter referred to individually as
"Shareholder" and jointly as "Shareholders") and Bresler & Reiner, Inc., a
Delaware corporation (hereinafter referred to as "Corporation").

                              W I T N E S S E T H :
                              - - - - - - - - - - -

         WHEREAS, Shareholders are the owners of the majority of the outstanding
stock of Corporation; and

         WHEREAS, Shareholders desire to promote their mutual interests and the
interests of Corporation by imposing certain restrictions and obligations on
themselves, on Corporation and on their shares of stock of Corporation; and

         WHEREAS, Charles S. Bresler ("Charles"), Burton J. Reiner ("Burt") and
Corporation entered into a Shareholders Agreement dated the 11th day of August
1988, as amended and restated by a First Amended and Restated Shareholders
Agreement dated July 31, 2002, both of which are to be superseded by this Second
Amended and Restated Shareholders Agreement.

         NOW, THEREFORE, the parties intending to be legally bound, agree as
follows:

         1. Definitions. The following terms as used in this Agreement shall be
deemed to have the following definitions:

         1.01   "Act" - The Securities Act of 1933.

         1.02   "Affiliate"- With respect to any Person, (i) any Person that
directly or indirectly controls, is controlled by, or is under common control
with such Person; (ii) any Person that directly or indirectly controls 10% or
more of the outstanding equity securities of such Person or of which such Person
is directly or indirectly owner of 10% or more of any class of equity
securities; (iii) any Person that is an officer of, director of, partner in, or
trustee of, or serves in a similar capacity with respect to, such Person or of
which such Person is an officer, director, partner or trustee, or with respect
to which such Person serves in a similar capacity; or (iv) any Person that is a
member of the immediate family of such Person ("immediate family" as used herein
shall mean spouse, mother, father, brother, sister or lineal descendant) or is
an entity controlled by a member of or members of such Person's immediate
family. For avoidance of doubt, Charles Bresler and Sidney Bresler shall be
considered Affiliates of Bresler.

                  1.03   "Board of Directors" - The Board of Directors of
Corporation.



<PAGE>

                  1.04   "Certificates" - The stock certificates representing
Shares.

                  1.05   "Offer" - An offer to sell Shares made in accordance
with Paragraph 2 of this Agreement.

                  1.06   "Offering Shareholder" - A Shareholder or his/her or
its personal representative who offers to sell his/her or its Shares in
accordance with Paragraph 2 of this Agreement.

                  1.07   "Permitted Transferee" - The spouse and issue of
Charles or Burt or a trust established for the benefit of such spouse or issue,
and a private foundation formed by Charles or Burt which qualifies as charitable
organization as defined in Section 501(c)(3) of the Internal Revenue Code of
1986 and a partnership or limited liability company either controlled by Charles
or Burt or in which an Affiliate is the beneficial owner of 5% of more of the
equity interests.

                  1.07   "Purchase Price" - The purchase price set forth in
Paragraph 5 of this Agreement.

                  1.08   "Purchaser" - The Corporation or a Shareholder who
purchases Shares pursuant to the terms of this Agreement.

                  1.09   "Rejected Offer" - An offer made in accordance with
Paragraph 2 of this Agreement which is rejected by the Corporation and the
Remaining Shareholder in accordance with Paragraphs 3 and 4 of this Agreement.

                  1.10   "Remaining Shareholders" - The Shareholders, other than
the Offering Shareholder, at the time an offer to sell Shares is made in
accordance with Paragraph 2 of this Agreement.

                  1.11   "Seller" - A Shareholder who sells Shares in accordance
with the terms of this Agreement.

                  1.12   "Shares" - Shares of outstanding common stock of
Corporation.

         2. First Right of Offer.

                  (a) Offer and Notice. A Shareholder or a Permitted Transferee
who wishes to sell, give, contribute, assign, transfer, encumber or otherwise in
any manner whatsoever dispose of any of the Shares which he/she or it now owns
or hereafter at any time shall acquire, may only do so after first offering all
such Shares for sale to Corporation and then to the Remaining Shareholders upon
the terms and conditions set forth herein. Every such Offer shall be made in
writing and shall state (i) the number of the Shares which the Offering
Shareholder desires to sell, give, contribute, assign, transfer, encumber or
otherwise dispose, (ii) the purchase price for the Shares, (iii) terms of
payment, (iv) the amount of deposit required, and (v) the terms of any guaranty
in connection with any deferred payments (the "Notice of Offer). A written copy
of such Notice of Offer shall be given simultaneously to Corporation and to the
Remaining Shareholders.

                                       2

<PAGE>

                  (b) Transfers to Permitted Transferees. The first right of
offer set forth in this Section 2 shall not apply to an inter vivos or
testamentary gift or other transfer of Shares by a Shareholder to a Permitted
Transferee, provided such Permitted Transferee agrees in writing to be bound by
the terms of this Agreement to the same extent as the Shareholders are bound
hereby, or to any change in control of a Shareholder other than a natural person
so long as the controlling person is a Permitted Transferee. In the event that
any Permitted Transferee fails to agree in writing to be bound by this
Agreement, the proposed transfer shall be null and void absent compliance with
the terms of this Agreement as if such person were not a Permitted Transferee.
An involuntary seizure of Shares owned by a Shareholder shall be deemed to
constitute an offer by such Shareholder to sell his/her/its Shares.

         3. Purchase Option of Corporation. Corporation shall have a period of
thirty (30) days after receipt by it of an Offer within which to accept or
reject such Offer, provided that the Corporation must, in writing,
unconditionally accept all of the Shares so offered, including the purchase
price for which the Shares are offered and the terms of such offer, and any
attempted conditional or partial acceptance of the Offer shall constitute a
rejection. The Offering Shareholder, and any Permitted Transferee of the
Offering Shareholder, shall not participate in any way in the making of the
decision as the whether Corporation shall accept or reject such Offer. Failure
on the part of Corporation to take action within such period shall constitute a
rejection of the Offer.

         4. Purchase Option of Remaining Shareholders. Should Corporation reject
an Offer, the Remaining Shareholders shall have an additional period of thirty
(30) days within which to accept or reject such Offer; provided that the
Remaining Shareholders, individually or collectively, must, in writing,
unconditionally accept all of the Shares so offered, including the purchase
price for which the Shares are offered and the terms of such offer, and any
attempted conditional or partial acceptance of the Offer shall constitute a
rejection.. Failure on the part of the Remaining Shareholders to take action
within the period specified shall constitute a rejection of the Offer. In the
event that more than one of the Remaining Shareholders wish to exercise its or
their option and in the aggregate they wish to purchase more Shares than those
available under the Offer, they shall do so in proportion to their ownership of
Shares.

         5. Sales Following Rejection of Offer. In the event that Corporation or
the Remaining Shareholders fail to accept the Offer made by the Offering
Shareholder in whole, and then only during the period of one hundred eighty
(180) days following the rejection by the Remaining Shareholders, the Offering
Shareholder may sell, give contribute, assign, transfer, encumber or otherwise
in any manner whatsoever dispose of the Shares not purchased by Corporation
and/or the Remaining Shareholders in accordance with the terms set forth in the
Notice of Offer. If the Seller wishes to sell such Shares at a price which is
less than that set forth in the Notice of Offer, upon terms less favorable to
the Seller than those set forth in the Notice of Offer or more than 180 days
after the rejection of the Offer as to such Shares by Corporation and the
Remaining Shareholders (the "Revised Offer"), then such Shares must be offered
again to Corporation and the Remaining Shareholders on the terms and conditions
in the Revised Offer, and in accordance with the procedures and time periods set
forth above.

                                       3

<PAGE>

         6. Endorsement of Stock. All Certificates owned by the Shareholders
shall have endorsed thereon the following statement:

            "The shares of stock represented by this certificate are
            held  subject  to the terms and  conditions  of a Second
            Amended and Restated Shareholders  Agreement dated as of
            the  21st  day  of  February,  2003  by  and  among  the
            Corporation  and  certain  of  its  Shareholders,  which
            Agreement    contains    provisions    restricting   the
            Shareholder's  right to  transfer  the  shares  of stock
            represented by this certificate. A copy of the Agreement
            is on file at the office of the Corporation."

         All Certificates representing additional Shares of stock of Corporation
acquired by any of the Shareholders shall be similarly endorsed.

         7. Covenants of the Corporation. Corporation shall use its best efforts
to cause the legend specified in Paragraph 6 hereof to be placed on all
Certificates in respect of Shares which are subject to the provisions of this
Agreement and shall also institute a stop transfer order with the transfer agent
for such Shares. Corporation shall retain a copy of this Agreement and copies of
all amendments thereto which it receives on file at the office of Corporation.
Corporation shall have no liability as a result of its failure to perform its
obligations under this Paragraph 7, unless such failure is willful. In carrying
out its obligations hereunder, Corporation shall be entitled to rely
conclusively on any notice believed by Corporation to have been signed by the
Shareholders or their authorized representatives.

         8. Securities Law Compliance. Corporation shall have no obligation to
issue Certificates in connection with any transfer of Shares unless satisfied
that there has been compliance with the requirements of the Securities Act of
1933 and applicable state securities laws and all rules and regulations
promulgated under the Securities Act of 1933 and such state securities laws.

         9. Stock Splits, Dividends, Etc. Whenever a specific number of Shares
or the Purchase Price is to be computed hereunder such number or amount shall be
adjusted for subsequent stock splits, stock dividends or other capital
adjustments of the Corporation.

         10. Rights, Obligations and Remedies. Shareholders agree that their
rights and obligations under, and the remedies to enforce, this Agreement are
joint and several and each Shareholder shall be completely free to enforce any
or all of the rights or obligations under this Agreement against the other
Shareholder with or without the concurrence or joinder of the other Shareholder
or Corporation. The Shares are unique, and recognizing that the remedy at law
for any breach or threatened breach by a Shareholder of the covenants and
agreements set forth in this Agreement would be inadequate and that any such
breach or threatened breach would cause such immediate and permanent damage as
would be irreparable and the exact amount of which would be impossible to
ascertain, the Shareholders agree that in the event of any breach or threatened
breach of nay such covenant or agreement, in addition to any and all other legal
and equitable remedies which may be available, any Shareholder may specifically
enforce the terms of this Agreement and may obtain temporary and/or permanent
injunctive relief without the necessity of proving actual damage by reason of
any breach or threatened breach hereof and, to the extent permissible under the
applicable statutes and rules of procedure, a temporary injunction may be
granted immediately upon the commencement of any such suit and without notice.

                                       4

<PAGE>

         11. Notices, Offers, Acceptances and Rejections.

                  (a) Notices, etc. Any notice required to be given, or offer,
acceptance or rejection made pursuant to the provisions of this Agreement shall
be given in writing (including telecopy or similar teletransmission), addressed
as follows:
<TABLE>
<CAPTION>
<S>                                      <C>
          If to the Corporation:         Bresler & Reiner, Inc.
                                         401 M Street S.W.
                                         Washington, DC 20024
                                         Facsimile:  (202) 488-8084

          With a copy to:                S. Laurence Shaiman
                                         Shaiman, Drucker, Beckman & Sobel, LLP
                                         1845 Walnut Street
                                         Philadelphia, PA 19103

          If to Bresler:                 c/o Bresler Family Investors, L.L.C.
                                         10401 Grovesnor Place
                                         Apartment 1703
                                         Rockville, MD 20852
                                         Facsimile:  (301) 230-2344

          With a copy to:                Lawrence D. Rovin
                                         Klehr, Harrison, Harvey, Branzburg & Ellers LLP
                                         260 S. Broad Street
                                         Philadelphia, PA 19102
                                         Facsimile:  (215) 568-6603

          If to Reiner or the Unitrust:  Burton J. Reiner
                                         7108 Armat Drive
                                         Bethesda, MD 20817
                                         Facsimile:  (301) 469-7419

          With a copy to:                Steven S. Snider
                                         Hale and Dorr LLP
                                         1455 Pennsylvania Ave. N.W.
                                         Washington, D.C. 20004
                                         Facsimile:  (202)-942-8484
</TABLE>

Unless otherwise specified herein, such notices or other communication shall be
deemed received (a) in the case of any notice or communication sent other than
by mail, on the date actually delivered to such address (evidenced, in the case
of delivery by overnight courier, by confirmation of delivery from the overnight

                                       5

<PAGE>

courier service making such delivery, and in the case of a telecopy, by receipt
of a transmission confirmation form or the addressee's confirmation of receipt),
or (b) in the case of any notice or communication sent by mail, three (3)
business days after being sent, if sent by registered or certified mail, with
first-class postage prepaid., Each of the parties hereto shall be entitled to
specify a different address by giving notice as aforesaid to each of the other
parties hereto.

                  (b) Computation of Time. Whenever a period of time is to be
computed from the date of receipt of an item of certified mail, such period
shall be computed from the fifth (5th) day following the date of mailing if
delivery of the certified mail item is refused by the party to who it was
directed.

                  (c) Multiple Notices. Whenever a notice, Offer, acceptance or
rejection or a copy is required to be sent to more than one person, all such
communications should, whenever reasonably possible, be mailed within a single
twenty-four (24) hour period.

         11. Benefit. Except as herein otherwise provided, this Agreement shall
inure to the benefit of and shall be binding upon the parties hereto and their
personal representatives, heirs, successors and assigns.

         12. Entire Agreement; Amendment, Modification and Termination.

                  (a) Superseded Agreements. The Shareholders Agreement, dated
August 11, 1988, by and between Charles S. Bresler, Burton J. Reiner and
Corporation and the First Amended and Restated Shareholders Agreement by and
between Bresler Family Investors, LLC, Burton J. Reiner and Anita O. Reiner,
Joint Tenants, and Burton & Anita Reiner Charitable Remainder Unitrust and
Corporation, dated July 31, 2002, are hereby made null and void and are
superseded by this Second Amended and Restated Shareholders Agreement.
Corporation shall authorize is Transfer Agent to remove all endorsements
currently on outstanding Certificates which refer to said August 11, 1998 and
July 31, 2002 agreements.

                  (b) Entire Agreement; Amendment, Modification and Termination.
This Agreement contains the entire understanding among the parties hereto with
respect to the subject matter hereof, and supersedes all prior and
contemporaneous agreements and understandings, inducements or conditions,
express or implied, oral or written, except as herein contained. The express
terms hereof control and supersede any course of performance and/or usage
inconsistent with any of the terms hereof. This Agreement may be amended,
modified or terminated at any time or times by the unanimous agreement in
writing of Corporation and the Shareholders, provided, however, no such
amendment, modification or termination, shall affect the right of any person or
entity to receive, or the obligation of any person or entity to pay, on the
terms and conditions of this Agreement, the Purchase Price for Shares sold
pursuant to this Agreement prior to such amendment, modification or termination,
or the right or obligation of any person or entity to sell or purchase Shares,
on the terms and conditions of this Agreement, if the offer giving rise to such
right or obligation to sell or purchase Shares has in fact been made prior to
such amendment, modification or termination.

                                       6

<PAGE>

         13. Execution in Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original as
against any party whose signature appears thereon, and all of which shall
together constitute one and the same instrument. This Agreement shall become
binding when one or more counterparts hereof, individually or taken together,
shall bear the signatures of all of the parties reflected hereon as the
signatories.

         14. Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of Delaware.

         15. Miscellaneous.

                  (a) Indulgences, Etc. Neither the failure nor any delay on the
part of any party to exercise any right, remedy, power or privilege under this
Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, remedy, power or privilege preclude any other or further
exercise of the same or of any right, remedy, power or privilege with respect to
any concurrence be construed as a waiver of such right, remedy, power or
privilege with respect to any other occurrence.

                  (b) Provisions Separable. If any provision or term of this
Agreement is held to be illegal, invalid or unenforceable, such provision or
term shall be fully severable; this Agreement shall be construed and enforced as
if such illegal, invalid or unenforceable provision had never comprised part of
this Agreement; and the remaining provisions of this Agreement shall remain in
full force and effect and shall not be affected by the illegal, invalid or
unenforceable provision or by its severance from this Agreement. Furthermore, in
lieu of each such illegal, invalid or unenforceable provision or term there
shall be added automatically as part of this Agreement another provision or term
as similar to the illegal, invalid or unenforceable provision as may be possible
and that is legal, valid and enforceable.

                  (c) Paragraph Headings. The paragraph headings in this
Agreement are for convenience only; they form no part of this Agreement and
shall not affect its interpretation.

                  (d) Gender, Etc. Words used herein, regardless of the number
and gender specifically used, shall be deemed and construed to include any other
number, singular or plural, and any other gender, masculine, feminine or neuter,
as the context indicates is appropriate.

                  (e) Counterparts. This Agreement may be executed in
counterparts and when each party has executed a counterpart this Agreement shall
be deemed to be in full force and effect and binding upon all parties.

                  (f) Number of Days. In computing the number of days for
purposes of this Agreement, all days shall be counted, including Saturdays,
Sundays and holidays; provided, however, that if the final day of any time
period falls on a Saturday, Sunday or holiday on which Federal banks are or may
elect to be closed, then the final day shall be deemed to be the next day which
is not a Saturday, Sunday or such holiday.

                                       7

<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and year first above written.

Bresler & Reiner, Inc.                       Bresler Family Investors, LLC

By: /s/ Sidney  M. Bresler                   By: /s/  Charles S. Bresler
   ----------------------------                 ----------------------------
        Sidney M. Bresler,                            Charles S. Bresler
        Chief Executive Officer                       Manager

Attest:

 /s/  Charles S. Bresler                     /s/ Burton J. Reiner
-------------------------------              -------------------------------
Charles S. Bresler                           Burton J. Reiner, Joint Tenant


 /s/ Burton J. Reiner                        /s/Anita O. Reiner
-------------------------------              -------------------------------
Burton J. Reiner                             Anita O. Reiner, Joint Tenant

                                             Burton & Anita Reiner
                                             Charitable Remainder Unitrust


                                             By: /s/ Burton J. Reiner
                                                ----------------------------

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</DOCUMENT>
