EXHIBIT 10.1

                              AGREEMENT TO ABOLISH
                           STOCK REDEMPTION AGREEMENT
                           --------------------------

         The parties hereto, for consideration received and intending to be
legally bound hereby, agree to terminate and abolish, effective the date hereof,
that certain Stock Redemption Agreement, dated October 28, 1995, between Toll
Brothers, Inc. and Robert I. Toll.

         In Witness Whereof, the parties have executed this Agreement to Abolish
Stock Redemption Agreement this 1st day of May, 2005, intending it to be
effective as of the date hereof.

                                    Robert I. Toll
                                    --------------
                                    Robert I. Toll

                                    Toll Brothers, Inc.


                                    By: Joel H. Rassman
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                                     Joel H. Rassman
                                     Executive Vice President, Chief Financial
                                     Officer and Treasurer