Tax Indemnity And Allocation Agreement - TOUSA INC - 3-28-2000

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Tax Indemnity And Allocation Agreement - TOUSA INC - 3-28-2000 Powered By Docstoc
					EXHIBIT 10.3 TAX INDEMNITY AND ALLOCATION AGREEMENT TAX INDEMNITY AND ALLOCATION AGREEMENT ("AGREEMENT") dated as of December 15, 1999, by and among Pacific USA Holdings Corp., a Texas corporation ("PACIFIC USA"), Pacific Realty Group, Inc., a Nevada corporation ("STOCKHOLDER"), Newmark Homes Corp., a Nevada corporation ("COMPANY") and Technical Olympic USA, Inc., a Delaware corporation ("PARENT"). RECITALS A. Pacific USA owns all of the issued and outstanding stock of the Stockholder; Stockholder owns stock of the Company representing 80% or more of the issued and outstanding Shares ("STOCKHOLDER SHARES") of the Company; and the Company owns various Subsidiaries ("COMPANY SUBSIDIARIES") included in the Affiliated Group filing a consolidated Federal income tax return with the Stockholders and the Company. B. Under a Stock Purchase Agreement (including the exhibits, schedules and Company Disclosure Letter attached thereto or referenced therein) dated as of November 24, 1999 by and among the parties to this Agreement ("ACQUISITION AGREEMENT"), 9,200,000 of the Stockholder Shares ("PURCHASED SHARES") will be acquired by the Parent ("ACQUISITION"). C. The execution and delivery of this Agreement by the parties hereto is a condition to the obligation of the parties to the Agreement to consummate the Acquisition. NOW, THEREFORE, in consideration of the premises and of the respective covenants and agreements contained herein, the parties hereto agree as follows: ARTICLE I DEFINITIONS Capitalized terms used and not otherwise defined in this Agreement shall have the meanings assigned to such terms in the Acquisition Agreement. As used in this Agreement, the following terms shall have the following respective meanings: "ACQUISITION" is defined in Recital C. above. "ACQUISITION AGREEMENT" is defined in Recital C. above. "AFFILIATED GROUP" means any affiliated group within the meaning of Code 1504(a). "AFTER-TAX BASIS" shall mean the amount sufficient to hold the recipient and any member of its Affiliated Group harmless from (i) all Taxes payable or deemed payable with respect to such payment and (ii) any other Taxes actually required to be paid with respect to the receipt or accrual of such payment, in each case after taking into account any deductions

to which the recipient and any member of its Affiliated Group is entitled as a result of the payment of such Taxes. "AGREEMENT" is defined in the introductory paragraph of this Agreement. "CLAIMANT" is defined in Section 4.4(a) below. "CODE" means the Internal Revenue Code of 1986, as amended (or any successor thereto).

to which the recipient and any member of its Affiliated Group is entitled as a result of the payment of such Taxes. "AGREEMENT" is defined in the introductory paragraph of this Agreement. "CLAIMANT" is defined in Section 4.4(a) below. "CODE" means the Internal Revenue Code of 1986, as amended (or any successor thereto). "COMPANIES" means the Company and each Company Subsidiary. "COMPANY" is defined in the introductory paragraph to this Agreement. "COMPANY SUBSIDIARIES" is defined in Recital A. above and a "COMPANY SUBSIDIARY" means one of the Company Subsidiaries. "FINAL DETERMINATION" with respect to an Indemnity Amount shall mean (a) a final decision with respect to the proposed adjustment by an IRS appeals officer, as evidenced by the issuance of a 90-day letter, IRS Form 870-AD or like notice, unless judicial proceedings are initiated, (b) a final non-appealable decision with respect to the proposed adjustment by a court of competent jurisdiction, or (c) the settlement of the proposed adjustment with the consent of the Indemnifying Party and the Claimant. "INDEMNIFYING PARTY" is defined in Section 4.4(a) below. "INDEMNITY AMOUNT" means an amount equal to one hundred percent (100%) of a claim for indemnification under this Agreement computed on an After-Tax Basis. "INDEPENDENT PUBLIC ACCOUNTANTS" means a firm of independent nationally recognized accountants mutually selected by Parent and Pacific USA. "IRS" means the Internal Revenue Service and any successor federal agency. "PACIFIC USA" is defined in the introductory paragraph to this Agreement. "PACIFIC USA GROUP" means the Affiliated Group which includes the Stockholders and the Companies. "PARENT" is defined in the introductory paragraph to this Agreement. "PRE-ACQUISITION TAXABLE PERIOD" means all or a portion of (i) any taxable period up to and including the Closing Date, or (ii) any taxable period with respect to which the Tax is computed by reference to Tax Items, assets, capital or operations of any of the Companies arising on or before the Closing Date. 2

"POST-ACQUISITION TAXABLE PERIOD" means all or a portion of (i) any taxable period after the Closing Date or (ii) any taxable period with respect to which the Tax is computed by reference to Tax Items, assets, capital or operations of the Company or a Subsidiary arising after the Closing Date. "PROCEEDING" is defined in Section 4.3(b) below. "PURCHASED SHARES" is defined in Recital C. above. "RULING" means a formal ruling, a determination letter, a change in method of accounting letter or any similar announcement issued by the IRS. "SHARES" means all of the issued and outstanding stock of the Company.

"POST-ACQUISITION TAXABLE PERIOD" means all or a portion of (i) any taxable period after the Closing Date or (ii) any taxable period with respect to which the Tax is computed by reference to Tax Items, assets, capital or operations of the Company or a Subsidiary arising after the Closing Date. "PROCEEDING" is defined in Section 4.3(b) below. "PURCHASED SHARES" is defined in Recital C. above. "RULING" means a formal ruling, a determination letter, a change in method of accounting letter or any similar announcement issued by the IRS. "SHARES" means all of the issued and outstanding stock of the Company. "STOCKHOLDER" is defined in the introductory paragraph to this Agreement. "STOCKHOLDERS" means the Stockholder and Pacific USA. "STOCKHOLDER SHARES" is defined in Recital A. above. "SUBSIDIARY" OR "SUBSIDIARIES" means, with respect to any other corporation, any corporation of which such corporation (either alone or through or together with any other entity), owns, directly or indirectly, sufficient stock to cause the corporations to be in the same Affiliated Group. "TAX" OR "TAXES" means any Tax or Taxes as defined in the Acquisition Agreement other than Property Taxes. "TAX ALLOCATION AGREEMENT" means the Tax Allocation Agreement dated April 28, 1992, by and among Pacific USA, Pacific American Homes, Inc., Lifescape Development Corporation, Pacific Southwest Bank, F.S.B. and others as amended by Amendment No. 1 dated January 27, 1998. "TAX DISCLOSURE LETTER" means the disclosure letter delivered by or on behalf of Pacific USA or Stockholder to the Parent at or prior to execution of this Agreement. "TAX ITEMS" is defined in Section 3.2(a) below. "TAX LIABILITY ISSUE" is defined in Section 4.3(a) below. "TAX RETURN" OR "TAX RETURNS" means any Federal or state income tax return, (including any schedule or attachment thereto) and any amendment thereof required to be filed with IRS in connection with any Tax. "TREASURY REGULATION" OR "TREASURY REGULATIONS" means any regulation promulgated under the Code including any amendments or any substitute or successor provisions thereto. 3

ARTICLE II COVENANTS 2.1 PREPARATION AND FILING OF TAX RETURNS: PAYMENT OF TAXES. Stockholders (with respect to the Companies) and the Companies shall prepare and file on or before the due date therefor (taking into account properly and timely granted extensions), all Tax Returns required to be filed by the Stockholders (with respect to the Companies) and the Companies (except for any Tax Return for which an extension has been properly and timely granted) on or before the Closing Date, and shall pay, or cause the Companies to pay, all Taxes (including estimated Taxes) due at such time on such Tax Returns (or due with respect to Tax Returns for which an extension has been properly and timely granted) or which are otherwise required to be paid prior to or

ARTICLE II COVENANTS 2.1 PREPARATION AND FILING OF TAX RETURNS: PAYMENT OF TAXES. Stockholders (with respect to the Companies) and the Companies shall prepare and file on or before the due date therefor (taking into account properly and timely granted extensions), all Tax Returns required to be filed by the Stockholders (with respect to the Companies) and the Companies (except for any Tax Return for which an extension has been properly and timely granted) on or before the Closing Date, and shall pay, or cause the Companies to pay, all Taxes (including estimated Taxes) due at such time on such Tax Returns (or due with respect to Tax Returns for which an extension has been properly and timely granted) or which are otherwise required to be paid prior to or during such period. As to all Tax Returns prepared and filed pursuant to this Section 2.1, the Parent shall cause the Companies to execute such Tax Returns if filed after the Closing Date. 2.2. NOTIFICATION OF TAX PROCEEDINGS. Between the date hereof and the Closing Date, to the extent the Stockholders or the Companies have actual knowledge of the commencement or scheduling of any Tax audit, the assessment of any Tax, the issuance of any notice of Tax due or any bill for collection of any Tax due for Taxes, or the commencement or scheduling of any other administrative or judicial proceeding with respect to the determination, assessment or collection of any Tax of the Stockholders (with respect to the Companies) or of any of the Companies, the Stockholders shall provide prompt notice to the Parent of such matter, setting forth information (to the extent known) describing any asserted Tax liability in reasonable detail and including copies of any notice or other documentation received from the applicable Tax Authority with respect to such matter. 2.3. TAX ELECTIONS, WAIVERS AND SETTLEMENTS. The Stockholders (with respect to the Companies) and the Companies shall not take any of the following actions after the date hereof without the prior written consent of Parent, which shall not be unreasonably withheld or delayed: (a) make, revoke or amend any Tax election which materially affects the Tax obligation of the Companies other than as necessary to prepare and file a Tax Return; (b) execute any waiver of restrictions on assessment or collection of any material Tax (other than waivers relating to extensions); or (c) enter into or amend any agreement or settlement with the IRS or any state Tax Authority responsible for the administration of any Tax which materially affects the Tax obligation of the Companies. 2.4. TERMINATION OF EXISTING TAX SHARING AGREEMENTS. All tax sharing agreements or similar arrangements with respect to or involving the Companies (including, for example, the Tax Allocation Agreement) shall be terminated with respect to the Companies after the Closing Date and, after the Closing Date, neither the Stockholders and their Affiliates, on the one hand, nor the Companies, on the other hand, shall be bound thereby or have any liability thereunder to the other party for amounts due in respect of periods after the Closing Date. Notwithstanding the foregoing, 4

however, the Companies shall remain subject to the Tax Allocation Agreement for the taxable period in which the Closing Date occurs such that the Companies remain obligated and will promptly pay to the Stockholders when calculated an amount equal to the excess of 35% of their taxable income (excluding the taxable income resulting from the Section 338(h)(10) Elections) included in the Federal consolidated income Tax Return with the Stockholders for such period over the amounts paid to the Stockholders with respect to such period by the Companies prior to the Closing Date. ARTICLE III TAX ELECTIONS AND RETURNS 3.1 SECTION 338(H)(10) ELECTIONS. Pacific USA as the common parent of the affiliated group of

however, the Companies shall remain subject to the Tax Allocation Agreement for the taxable period in which the Closing Date occurs such that the Companies remain obligated and will promptly pay to the Stockholders when calculated an amount equal to the excess of 35% of their taxable income (excluding the taxable income resulting from the Section 338(h)(10) Elections) included in the Federal consolidated income Tax Return with the Stockholders for such period over the amounts paid to the Stockholders with respect to such period by the Companies prior to the Closing Date. ARTICLE III TAX ELECTIONS AND RETURNS 3.1 SECTION 338(H)(10) ELECTIONS. Pacific USA as the common parent of the affiliated group of corporations filing a consolidated federal income Tax Return which includes the Company and the Subsidiaries (the "SELLER GROUP") and Parent agree that they will join together in making a timely, irrevocable and effective election under section 338(h)(10) of the Code and a similar election under any applicable state income tax law (collectively, the "SECTION 338(H)(10) ELECTIONS") with respect to Parent's purchase of the Shares. To facilitate such election, within 180 days after the Closing Date, Parent shall prepare and deliver to Pacific USA for its review and approval (which approval shall not be unreasonably withheld) an Internal Revenue Service Form 8023 and any similar forms under applicable state income tax law (the "FORMS") with respect to Parent's purchase of the Shares. Parent and Pacific USA shall then cooperate to cause the Forms to be completed and executed by authorized persons for Parent and Pacific USA. Parent shall duly and timely file the Forms as prescribed by Treasury Regulation 1.338(h)(10)-1 or the corresponding provisions of applicable state income Tax law and shall provide a copy of the executed Forms and any accompanying schedules to Pacific USA when filed. 3.2 PREPARATION AND FILING OF TAX RETURNS. (a) With respect to each Tax Return covering a taxable period ending on or before the Closing Date that is required to be filed after the Closing Date for, by or with respect to any of the Companies (other than the Tax Returns described in paragraph (c) of this Section 3.2), Stockholders shall cause such Tax Return to be prepared, shall cause to be included in such Tax Return all items of income, gain, loss, deduction and credit or other items (collectively "TAX ITEMS") required to be included therein, and shall deliver the original of such Tax Return to Parent at least 30 days prior to the due date (including extensions) of such Tax Return. Stockholders shall pay to Parent the amount of Tax shown on each such Tax Return (to the extent it has not been previously paid or accrued in the financial statements contained in the most recently filed Company Reports) not less than 5 days prior to the due date of such Tax Return. Parent shall cause such Tax Return to be filed timely with the appropriate Taxing Authority and to pay the amount of Taxes shown to be due on such Tax Return. Parent shall cause to be prepared and timely filed all Tax Returns for any taxable period beginning after the Closing Date and shall pay all Taxes required to be shown thereon. (b) With respect to each Tax Return covering a taxable period beginning on or before the Closing Date and ending after the Closing Date by or with respect to any of the Companies (other than the Tax Returns described in paragraph (c) of this Section 3.2), Parent 5

shall cause such Tax Return to be prepared and shall cause to be included in such Tax Return all Tax Items required to be included therein. Parent shall determine in good faith (by an interim closing of the books as of the Closing Date except for ad valorem Taxes and franchise Taxes based on capital which shall be prorated on a daily basis) the portion, if any, of the Tax due with respect to the period covered by such Tax Return which is attributable to any of the Companies for a Pre-Acquisition Taxable Period. At least 30 days prior to the due date (including extensions) of such Tax Return, Parent shall deliver to Stockholders for their review and approval (which shall not be unreasonably withheld) a copy of such Tax Return and of its determinations. Upon approval, Stockholders shall pay to Parent the portion of the Taxes attributable to the Pre-Acquisition Taxable Period (which has not been previously paid or accrued in the financial statements contained in the most recently filed Company Reports) not less than 5 days prior to the due date of such Tax Return. Parent shall cause the Tax Return to be filed timely with the appropriate Taxing Authority and to pay timely the amount of Taxes shown to

shall cause such Tax Return to be prepared and shall cause to be included in such Tax Return all Tax Items required to be included therein. Parent shall determine in good faith (by an interim closing of the books as of the Closing Date except for ad valorem Taxes and franchise Taxes based on capital which shall be prorated on a daily basis) the portion, if any, of the Tax due with respect to the period covered by such Tax Return which is attributable to any of the Companies for a Pre-Acquisition Taxable Period. At least 30 days prior to the due date (including extensions) of such Tax Return, Parent shall deliver to Stockholders for their review and approval (which shall not be unreasonably withheld) a copy of such Tax Return and of its determinations. Upon approval, Stockholders shall pay to Parent the portion of the Taxes attributable to the Pre-Acquisition Taxable Period (which has not been previously paid or accrued in the financial statements contained in the most recently filed Company Reports) not less than 5 days prior to the due date of such Tax Return. Parent shall cause the Tax Return to be filed timely with the appropriate Taxing Authority and to pay timely the amount of Taxes shown to be due on such Tax Return. (c) Stockholders shall cause to be included in the consolidated federal income Tax Returns (and the state income Tax Returns of any state that permits consolidated, combined or unitary income Tax Returns, if any) of the Pacific USA Group for all periods ending on or before or which include the Closing Date, all Tax Items of the Companies which are required to be included therein, shall file timely all such Tax Returns with the appropriate taxing authorities and shall pay timely all Taxes due with respect to the periods covered by such Tax Returns. (d) Any Tax Return to be prepared pursuant to the provisions of this Section 3.2 shall be prepared in a manner consistent with practices followed in prior years with respect to similar Tax Returns, except for changes required by changes in law. 3.3 REFUNDS OF TAXES, AMENDED RETURNS, AND CARRYOVERS. (a) If the Parent or the Companies receive a Tax refund with respect to Taxes attributable to a Pre-Acquisition Taxable Period, Parent and/or the Companies, as applicable, will pay, within the fifteen (15) days following the receipt of such Tax refund, the amount of such Tax refund to Pacific USA. If the Stockholders or their Affiliates receive a Tax refund of Taxes attributable to any Post-Acquisition Taxable Period, within fifteen (15) days following the receipt of such Tax refund, the Stockholders and/or their Affiliates, as applicable, will pay the amount of such Tax refund to the Parent. (b) Any amended Tax Return or claim for Tax refund for any taxable period ending on or before the Closing Date shall be filed, or caused to be filed, only by the Stockholders, which shall not be obligated to make (or cause to be made) such filing. Any amended Tax Return or claim for Tax refund for any taxable period that begins after the Closing Date shall be filed, or caused to be filed, only by the Parent, which shall not be obligated to make (or cause to be made) such filing. Any amended Tax Return or claim for Tax refund for any taxable period that begins before and ends after the Closing Date shall be filed, or caused to be filed, only with the mutual consent of the Parent and Pacific USA. 6

ARTICLE IV STOCKHOLDERS' TAX INDEMNIFICATION; TAX CONTESTS 4.1. INDEMNIFICATION BY STOCKHOLDERS. From and after the Closing Date, each of the Stockholders on a joint and several basis shall protect, defend, indemnify and hold harmless Parent, its Affiliates and the Companies from any and all Taxes (including, without limitation, any obligation to contribute to the payment of any Taxes determined on a consolidated basis with respect to a group of entities that includes or included any of the Companies, the Stockholders and/or other Affiliates of the Stockholders) and all costs and expenses (including, without limitation, litigation costs and reasonable attorneys' and accountants' fees and disbursements) incurred as a result of: (i) any Taxes of the Companies attributable to any Pre-Acquisition Taxable Period (other than Taxes which have been previously paid or accrued in the financial statements contained in the most recently filed Company Reports); (ii) any Taxes of any corporation (other than the Companies) that is or was a member of any affiliated group of corporations of which any of the Companies was a member at any time on or prior to the Closing Date; (iii) any Taxes resulting from the

ARTICLE IV STOCKHOLDERS' TAX INDEMNIFICATION; TAX CONTESTS 4.1. INDEMNIFICATION BY STOCKHOLDERS. From and after the Closing Date, each of the Stockholders on a joint and several basis shall protect, defend, indemnify and hold harmless Parent, its Affiliates and the Companies from any and all Taxes (including, without limitation, any obligation to contribute to the payment of any Taxes determined on a consolidated basis with respect to a group of entities that includes or included any of the Companies, the Stockholders and/or other Affiliates of the Stockholders) and all costs and expenses (including, without limitation, litigation costs and reasonable attorneys' and accountants' fees and disbursements) incurred as a result of: (i) any Taxes of the Companies attributable to any Pre-Acquisition Taxable Period (other than Taxes which have been previously paid or accrued in the financial statements contained in the most recently filed Company Reports); (ii) any Taxes of any corporation (other than the Companies) that is or was a member of any affiliated group of corporations of which any of the Companies was a member at any time on or prior to the Closing Date; (iii) any Taxes resulting from the Section 338(h)(10) Elections; and (iv) a breach of the representations relating to Taxes contained in Section 4.9 of the Acquisition Agreement, which representations shall survive Closing until the expiration of the applicable statute of limitations period. 4.2. INDEMNIFICATION BY PARENT. From and after the Closing Date, Parent shall protect, defend, and indemnify and hold harmless Stockholders and their Affiliates for any Taxes and all costs and expenses (including, without limitation, litigation costs and reasonable attorneys' and accountants' fees and disbursements) incurred as a result of a claim, notice of deficiency, or assessment by, or any obligation owing to, any Tax Authority for any Taxes of the Companies attributable to any Post-Acquisition Taxable Period. 4.3. CONTEST PROVISIONS. (a) Parent, on the one hand, and the Stockholders, on the other hand, will (A) promptly inform the other of any investigations, audit or other proceedings and use reasonable efforts to keep the other advised as to the status of Tax audits and litigation involving any Taxes that could give rise to a liability under this Agreement or increase the Tax obligation of the other party (a "TAX LIABILITY ISSUE"), (B) promptly furnish to the others copies of any inquiries or requests for information from any Tax Authority concerning any Tax Liability Issue, (C) timely notify the others regarding any proposed written communication (i.e., communications not relating to inquiries or requests for information) to a Tax Authority with respect to such Tax Liability Issue, (D) promptly furnish to the other upon receipt a copy of information or document requests, a notice of proposed adjustment, revenue agent's report or similar report or notice of deficiency together with all relevant documents, Tax Returns and memos related to the foregoing documents, notices or reports, relating to any Tax Liability Issue, (E) give the other and its or their accountants and counsel the reasonable opportunity to review and comment in advance (if reasonably possible) on all written submissions, filings and any other information relevant to any Tax Liability Issue, and (F) consider in good faith any suggestions made by the other and its or their accountants and counsel to submit documentation or attend those portions of any meetings and proceedings that relate to such proposed adjustment; provided, however, that the failure of one party to so notify the other party of any such audit or Tax 7

controversy shall not affect the other party's obligations under this Agreement except to the extent such Party can demonstrate that it has been prejudiced or adversely affected thereby. Notwithstanding the foregoing, Parent, on the one hand, and the Stockholders, on the other hand, may make appropriate redactions in the submissions, filings and any other information provided to the other to preserve the confidentiality of such information as to issues that are not Tax Liability Issues. (b) Parent will have full responsibility for and discretion in handling, at Parent's expense, any Tax controversy, including, without limitation, an audit, a protest to the Appeals Division of the IRS, and litigation in Tax Court or any other court of competent jurisdiction involving the Companies (a "PROCEEDING") as to Taxes of the Companies attributable to Post Acquisition Taxable Periods. The Stockholders will have full responsibility and discretion in handling, at Stockholders' expense, any Proceeding as to any Taxes of the Companies attributable to Pre-Acquisition Taxable Periods. The Stockholders will not settle any such Proceeding in a manner which would

controversy shall not affect the other party's obligations under this Agreement except to the extent such Party can demonstrate that it has been prejudiced or adversely affected thereby. Notwithstanding the foregoing, Parent, on the one hand, and the Stockholders, on the other hand, may make appropriate redactions in the submissions, filings and any other information provided to the other to preserve the confidentiality of such information as to issues that are not Tax Liability Issues. (b) Parent will have full responsibility for and discretion in handling, at Parent's expense, any Tax controversy, including, without limitation, an audit, a protest to the Appeals Division of the IRS, and litigation in Tax Court or any other court of competent jurisdiction involving the Companies (a "PROCEEDING") as to Taxes of the Companies attributable to Post Acquisition Taxable Periods. The Stockholders will have full responsibility and discretion in handling, at Stockholders' expense, any Proceeding as to any Taxes of the Companies attributable to Pre-Acquisition Taxable Periods. The Stockholders will not settle any such Proceeding in a manner which would adversely affect the Parent or the Companies after the Closing Date without the prior written consent of Parent, which shall not be unreasonably withheld. The Parent and Affiliates will not settle any such Proceeding in a manner which would adversely affect either of the Stockholders or their Affiliates without the prior written consent of the Stockholders, which shall not be unreasonably withheld. 4.4. CLAIMS FOR, AND PAYMENT OF, INDEMNITY AMOUNT. (a) Whenever any claim is made for indemnification or another obligation under this Agreement, (including obligations pursuant to the Tax Allocation Agreement) the party claiming such indemnification ("CLAIMANT") shall notify the party against whom indemnification is sought ("INDEMNIFYING PARTY") promptly after the Claimant has knowledge of any event which might give rise to a claim for indemnification under this Agreement. (b) The failure by the Claimant to give notice of a claim as required in Section 4.4(a) above or a delay in giving such notice shall not affect the validity or amount of such claim and the indemnification obligations of the Indemnifying Party shall remain in effect as to such claim, except to the extent that the Indemnifying Party can demonstrate that it has been prejudiced or adversely affected thereby. (c) Within five days of any Final Determination of any claim for indemnification under this Agreement, the Claimant shall provide a detailed written notice to the Indemnifying Party explaining and substantiating the calculation of the Indemnity Amount. The Indemnifying Party shall pay the Indemnity Amount to the Claimant on the last to occur of (i) fifteen (15) days after receipt of such notice, (ii) thirty (30) days after any Final Determination or (iii) fifteen (15) days after the final determination of the calculation of the Indemnity Amount owed by the Indemnifying Party to the Claimant under Section 4.4(d) below; provided, such amount is not in dispute and subject to arbitration as provided herein. (d) If the Indemnifying Party shall disagree with the Claimant's calculation of the Indemnity Amount and within ten (10) days after receipt of such calculation requests in writing verification of such amount, such amount shall be verified by a firm of Independent Public Accountants. Within 15 days after the Indemnifying Party's request, the Independent Public 8

Accountants either (i) shall confirm the accuracy of the Claimant's computation or (ii) notify the Claimant that such computation is inaccurate. In the case of (ii) above, the Independent Public Accountants shall recompute the Indemnity Amount in such a manner as shall enable the Independent Public Accountants to confirm its accuracy. The costs of such verification shall be borne by the Indemnifying Party unless such verification shall result in an adjustment in the Indemnifying Party's favor of the Indemnity Amount computed by the Claimant, in which case such costs shall be borne by the Claimant. The Claimant agrees to cooperate with such Independent Public Accountants and, subject to a confidentiality agreement reasonably satisfactory to the Claimant, to supply them with all information reasonably necessary to permit them to accomplish such review and determination. Such information shall be for the confidential use of the Independent Public Accountants and shall not be disclosed to the Indemnifying Party or to any other person. The Indemnifying Party and Claimant agree that the sole responsibility of the Independent Public Accountants shall be to verify the amount of the Indemnity Amount pursuant to this Section 4.4(d) and the matters of interpretation of this Agreement are not within the scope of the Independent Public Accountant's responsibility. If the Claimant

Accountants either (i) shall confirm the accuracy of the Claimant's computation or (ii) notify the Claimant that such computation is inaccurate. In the case of (ii) above, the Independent Public Accountants shall recompute the Indemnity Amount in such a manner as shall enable the Independent Public Accountants to confirm its accuracy. The costs of such verification shall be borne by the Indemnifying Party unless such verification shall result in an adjustment in the Indemnifying Party's favor of the Indemnity Amount computed by the Claimant, in which case such costs shall be borne by the Claimant. The Claimant agrees to cooperate with such Independent Public Accountants and, subject to a confidentiality agreement reasonably satisfactory to the Claimant, to supply them with all information reasonably necessary to permit them to accomplish such review and determination. Such information shall be for the confidential use of the Independent Public Accountants and shall not be disclosed to the Indemnifying Party or to any other person. The Indemnifying Party and Claimant agree that the sole responsibility of the Independent Public Accountants shall be to verify the amount of the Indemnity Amount pursuant to this Section 4.4(d) and the matters of interpretation of this Agreement are not within the scope of the Independent Public Accountant's responsibility. If the Claimant and Indemnifying Party still do not agree as to liability (including the amount of liability), the dispute shall be resolved by arbitration pursuant to Section 6.14 if any party requests. 4.5. SURVIVAL. The representations, warranties, covenants and indemnification obligations arising under this Agreement and in any other certificates or documents delivered in connection with this Agreement shall survive the Closing and Closing Dates and shall continue in full force and effect and shall not terminate until, and no indemnification claims and obligations arising thereto shall survive beyond, ninety (90) days after all applicable statute of limitations (including any waivers or extensions) have expired for such claims not brought prior to such date. 4.6. OFFSET. If any party for any reason fails or refuses to perform fully its obligations or indemnifications under this Agreement, the Claimant shall have the right of offset with respect to any payments which are due or shall become due under this Agreement, the Acquisition Agreement or any other agreement between or among such party or the Claimant. The foregoing provisions of this Section 4.6 are permissive, and a failure by a Claimant to exercise its rights under this Section 4.6 shall not affect its right to indemnification under this Agreement. 4.7. EXPENSES. Except as otherwise specifically provided in this Agreement, each party shall bear its own expenses incurred in connection with a Tax Liability Issue for which such party and its Affiliates are liable under this Agreement. 9

ARTICLE V COOPERATION, ACCESS TO TAX INFORMATION, CONFIDENTIALITY AND FURTHER ACTION 5.1. ACCESS TO INFORMATION. After the Closing Date, each party shall, upon the request of the other party, in connection with the preparation by the parties of Tax Returns, Tax contests or for other Tax purposes as the other party shall reasonably request, (a) provide to the officers and other authorized representatives of the requesting party access, during normal business hours upon reasonable advance notice, to any premises, properties, files, books, records, documents and other information of the Stockholders (with respect to the Companies) or any of the Companies, (b) cause its officers to furnish to the requesting party and its authorized representatives any and all relevant financial, technical and operating data and other information pertaining to the Stockholders (with respect to the Companies) or any of the Companies that is regularly maintained by such party, (c) make available to the requesting party and its authorized representatives personnel to consult with such persons, and (d) make available for inspection and copying by the requesting party at the requesting party's expense true and complete copies of any documents relating to the foregoing; provided, however, that the requesting party and its representatives shall not interfere with the other party's normal business operations. All such written information and records shall be provided in a reasonably timely manner following the receipt of a written request therefor from the requesting party. 5.2. RECORD RETENTION. The Stockholders, on the one hand, and the Parent, on the other hand, shall

ARTICLE V COOPERATION, ACCESS TO TAX INFORMATION, CONFIDENTIALITY AND FURTHER ACTION 5.1. ACCESS TO INFORMATION. After the Closing Date, each party shall, upon the request of the other party, in connection with the preparation by the parties of Tax Returns, Tax contests or for other Tax purposes as the other party shall reasonably request, (a) provide to the officers and other authorized representatives of the requesting party access, during normal business hours upon reasonable advance notice, to any premises, properties, files, books, records, documents and other information of the Stockholders (with respect to the Companies) or any of the Companies, (b) cause its officers to furnish to the requesting party and its authorized representatives any and all relevant financial, technical and operating data and other information pertaining to the Stockholders (with respect to the Companies) or any of the Companies that is regularly maintained by such party, (c) make available to the requesting party and its authorized representatives personnel to consult with such persons, and (d) make available for inspection and copying by the requesting party at the requesting party's expense true and complete copies of any documents relating to the foregoing; provided, however, that the requesting party and its representatives shall not interfere with the other party's normal business operations. All such written information and records shall be provided in a reasonably timely manner following the receipt of a written request therefor from the requesting party. 5.2. RECORD RETENTION. The Stockholders, on the one hand, and the Parent, on the other hand, shall retain, until the applicable statutes of limitations (including any waivers or extensions) have expired, copies of all Tax Returns, supporting work schedules and other records or information which may be relevant to such Tax Returns for all taxable periods or portions thereof ending after 1995 before or including the Closing Date and shall not destroy or otherwise dispose of any such records prior to four years after filing the applicable return without first providing the other party with a reasonable opportunity to review and copy the same. 5.3. CONFIDENTIALITY. Each party shall hold, and shall use its best efforts to cause its Affiliates to hold, in strict confidence from any person (other than any such Affiliate), all documents and information concerning the other party or any of its Affiliates furnished to it by the other party in connection with this Agreement or the transactions contemplated hereby, unless (a) required to disclose any such information by judicial or administrative process or (b) disclosed in an action or proceeding brought by any party in pursuit of its rights or in the exercise of its remedies under this Agreement. Notwithstanding the foregoing, this Section 5.3 shall not apply to such documents or information that were (i) in the public domain through no fault of such receiving party, or (ii) later acquired by such receiving party from another source if such receiving party is not aware that such source is under an obligation to the other party to keep such documents and information confidential. 10

5.4. FURTHER ACTION. (a) Upon the terms and subject to the conditions of this Agreement, the parties shall use all reasonable efforts to take, or cause to be taken, all reasonable actions, and to do, or cause to be done, all other things reasonably necessary, proper or advisable to consummate and make effective as promptly as reasonably practicable the matters contemplated by this Agreement and otherwise to satisfy or cause to be satisfied in all material respects all conditions precedent to their obligations under this Agreement. (b) Upon request, each of the parties will use their reasonable best efforts to obtain any certificate or other document from the appropriate Tax Authority or any other person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the matters contemplated by this Agreement or the transaction contemplated by the Acquisition Agreement). (c) Upon request, each of the parties will provide the other with all reasonable information that either party may be required to report pursuant to Code 6043 and the underlying Treasury Regulations.

5.4. FURTHER ACTION. (a) Upon the terms and subject to the conditions of this Agreement, the parties shall use all reasonable efforts to take, or cause to be taken, all reasonable actions, and to do, or cause to be done, all other things reasonably necessary, proper or advisable to consummate and make effective as promptly as reasonably practicable the matters contemplated by this Agreement and otherwise to satisfy or cause to be satisfied in all material respects all conditions precedent to their obligations under this Agreement. (b) Upon request, each of the parties will use their reasonable best efforts to obtain any certificate or other document from the appropriate Tax Authority or any other person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the matters contemplated by this Agreement or the transaction contemplated by the Acquisition Agreement). (c) Upon request, each of the parties will provide the other with all reasonable information that either party may be required to report pursuant to Code 6043 and the underlying Treasury Regulations. ARTICLE VI MISCELLANEOUS 6.1 ENTIRE AGREEMENT; ASSIGNMENT (a) This Agreement (including the documents and the instruments referred to herein) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and thereof. (b) Neither this Agreement nor any of the rights, interests or obligations hereunder will be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of each other party hereto in their sole and absolute discretion. Any such assignment without the express written consent of the other parties shall be void ab initio. No assignment of this Agreement shall relieve the assigning party of the obligations hereunder. 6.2. VALIDITY. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, each of which shall remain in full force and effect. 6.3 NOTICES. All notices, requests, clause, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person, by overnight courier or telecopier to the respective parties as follows: If to the Company: Newmark Homes Corp. 1200 Soldiers Field Drive Sugar Land, TX 77479 Attention: Terry White Facsimile Number: 281-243-0168 11

with a copy to: Brian Sokolik Vinson & Elkins L.L.P. 2300 First City Tower 1001 Fannin Street Houston, TX 77002-6760

with a copy to: Brian Sokolik Vinson & Elkins L.L.P. 2300 First City Tower 1001 Fannin Street Houston, TX 77002-6760 Facsimile Number: 713-615-5618 If to Parent: Yannis Delikanakis Technical Olympic USA, Inc. c/o Technical Olympic S.A. 20 Solomou Street Ana Kalamaki Athens, Greece 17456 Facsimile Number: 011 301 9955586 with a copy to Brian Sokolik Vinson & Elkins L.L.P. 2300 First City Tower 1001 Fannin Street Houston, TX 77002-6760 Facsimile Number: 713-615-5618 If to Stockholder or Pacific USA: Pacific USA Holding Corp. 2740 North Dallas Parkway, Suite 200 Dallas, TX 75093-4705 Attention: Bill C. Bradley, CEO Facsimile Number: (972) 543-1501 with a copy to: Pacific USA Holdings Corp. 3200 Southwest Freeway, Suite 1220 Houston, TX 77027 Attention: General Counsel Facsimile Number: (713) 871-0155 12

or to such other address as the person to whom notice is given may have previously furnished to the other in writing in the manner set forth above; provided that notice of any change of address shall be effective only upon receipt thereof.

or to such other address as the person to whom notice is given may have previously furnished to the other in writing in the manner set forth above; provided that notice of any change of address shall be effective only upon receipt thereof. 6.4. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof, except to the extent that the laws of another jurisdiction govern the internal affairs of any entity that is a party to this Agreement. 6.5. DESCRIPTIVE HEADINGS. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. 6.6. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. 6.7. PARTIES IN INTEREST. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to confer upon any other person any rights or remedies of any nature whatsoever under or by reason of this Agreement. 6.8. SPECIFIC PERFORMANCE. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall have the right of specified performance and injunctive relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any United States or state court having competent jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity and all such rights and remedies shall be cumulative. 6.9. MODIFICATION OR AMENDMENT. The parties hereto may modify or amend this Agreement only by written agreement executed and delivered by duly authorized officers of the respective parties. Notwithstanding anything in this Agreement or any other agreement (including, for example, the Acquisition Agreement) to the contrary, in the event and to the extent that there shall be a conflict between the provisions of this Agreement and any other agreement, the provisions of this Agreement shall control. 6.10. TERM. This Agreement shall commence on the date of execution indicated below and shall continue in effect until otherwise agreed to in writing by the parties or their successors. 6.11. SEVERABILITY. If any provision of this Agreement or the application thereof to any person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to persons or circumstances other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner 13

adverse to any party. Upon any such determination, the parties shall negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect the original intent of the parties. 6.12. NO WAIVER. Any term or condition of this Agreement may be waived at any time by the party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by both parties. The failure or delay of either party to require performance by the other party of any provision of this Agreement shall not affect its right to require performance of such provision unless and until such performance has been waived by such party in writing in accordance with the terms hereof. No waiver by either party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion. All remedies, either under this Agreement or by law or otherwise afforded, shall be cumulative and not alternative. 6.13. LATE PAYMENTS, INTEREST. Any late payment by any party hereto of any of its obligations under this

adverse to any party. Upon any such determination, the parties shall negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect the original intent of the parties. 6.12. NO WAIVER. Any term or condition of this Agreement may be waived at any time by the party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by both parties. The failure or delay of either party to require performance by the other party of any provision of this Agreement shall not affect its right to require performance of such provision unless and until such performance has been waived by such party in writing in accordance with the terms hereof. No waiver by either party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion. All remedies, either under this Agreement or by law or otherwise afforded, shall be cumulative and not alternative. 6.13. LATE PAYMENTS, INTEREST. Any late payment by any party hereto of any of its obligations under this Agreement shall bear interest at the rate of 10% per annum; provided, such rate shall not exceed the maximum non usurious rate permitted by applicable law. 6.14. ARBITRATION. If the parties are unable to resolve any dispute relating to this Agreement, the matter must be taken to arbitration to resolve the dispute if requested by any party. The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association and shall take place in Harris County, Texas. [Signature pages follows] 14

[Signature Page " Tax Indemnity And Allocation Agreement] IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf by its respective officer thereunto duly authorized, all as of the day and year first above written. "THE COMPANY" Newmark Homes Corp.
By: /s/ Lonnie M. Fedrick ------------------------------Name: Lonnie M. Fedrick ----------------------------Title: President ----------------------------

"STOCKHOLDER" Pacific Realty Group, Inc.
By: /s/ Michael K. McCraw ------------------------------Name: Michael K. McCraw ----------------------------Title: President ----------------------------

"PACIFIC USA" Pacific USA Holdings Corp.

[Signature Page " Tax Indemnity And Allocation Agreement] IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf by its respective officer thereunto duly authorized, all as of the day and year first above written. "THE COMPANY" Newmark Homes Corp.
By: /s/ Lonnie M. Fedrick ------------------------------Name: Lonnie M. Fedrick ----------------------------Title: President ----------------------------

"STOCKHOLDER" Pacific Realty Group, Inc.
By: /s/ Michael K. McCraw ------------------------------Name: Michael K. McCraw ----------------------------Title: President ----------------------------

"PACIFIC USA" Pacific USA Holdings Corp.
By: /s/ Michael K. McCraw ------------------------------Name: Michael K. McCraw ----------------------------Title: Chief Financial Officer ----------------------------

[Signature Page Continued " Tax Indemnity and Allocation Agreement] "PARENT" Technical Olympic USA, Inc.
By: /s/ Constantine Stengos -----------------------------------Name: Constantine Stengos ---------------------------------Title: President and Managing Director ---------------------------------

EXHIBIT 10.7 (a)

[Signature Page Continued " Tax Indemnity and Allocation Agreement] "PARENT" Technical Olympic USA, Inc.
By: /s/ Constantine Stengos -----------------------------------Name: Constantine Stengos ---------------------------------Title: President and Managing Director ---------------------------------

EXHIBIT 10.7 (a) SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made as of the 15th day of December, 1999, between WESTBROOKE COMMUNITIES, INC., a Florida corporation (the "Company"), and JAMES CARR, an individual resident of the State of Florida ("Executive"). RECITALS: 1. The Company considers it essential and in the best interest of its stockholders to foster the continuous employment of key management personnel and desires to continue the services of Executive on the terms and conditions provided in this Agreement; 2. This Agreement amends and restates that certain Amended and Restated Employment Agreement between Company and Executive dated as of January 15, 1998 (the "1998 Agreement"); and 3. Executive desires to continue employment by the Company and to render services to the Company on the terms and conditions provided in this Agreement. NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, the Company and Executive hereby agree as follows: 1. Employment. (a) Employment and Duties. The Company hereby agrees to employ Executive for the Term (as hereinafter defined) as President and Chief Executive Officer. Executive shall have the rights and shall perform the duties customary for the position of president and chief executive officer, subject to the Fiduciary responsibilities of the Board of Directors (the "Board") which include, without limitation, oversight by the Board. It is the intention of Company and Executive that Executive have complete flexibility in managing the day to day operations of the Company, subject to major decisions which require the approval of the Board. The major decisions are set forth in Item 1 of Schedule 1 hereto. However, the Company and Executive do not intend to and the provisions contained in Schedule 1 hereto shall not operate to remove the Board's ability to exercise its fiduciary responsibilities which include, without limitation, the Board's oversight responsibilities. Executive shall report to and consult with the Board at regularly scheduled (or any special) board meetings and provide sufficient information to the Board to enable it to comply with its fiduciary responsibilities which include, without limitation, the Board's oversight responsibilities. Executive's title and duties shall not be modified without Executive's written consent. In performing his duties hereunder, Executive shall give the Company the benefit of his special knowledge, skills, contacts and business experience; shall perform his duties and carry out his responsibilities hereunder in a diligent manner; shall be diligent in the performance of his duties and in carrying out his responsibilities; and shall devote (except as provided herein) such of his time, attention, ability and energy as is

EXHIBIT 10.7 (a) SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made as of the 15th day of December, 1999, between WESTBROOKE COMMUNITIES, INC., a Florida corporation (the "Company"), and JAMES CARR, an individual resident of the State of Florida ("Executive"). RECITALS: 1. The Company considers it essential and in the best interest of its stockholders to foster the continuous employment of key management personnel and desires to continue the services of Executive on the terms and conditions provided in this Agreement; 2. This Agreement amends and restates that certain Amended and Restated Employment Agreement between Company and Executive dated as of January 15, 1998 (the "1998 Agreement"); and 3. Executive desires to continue employment by the Company and to render services to the Company on the terms and conditions provided in this Agreement. NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, the Company and Executive hereby agree as follows: 1. Employment. (a) Employment and Duties. The Company hereby agrees to employ Executive for the Term (as hereinafter defined) as President and Chief Executive Officer. Executive shall have the rights and shall perform the duties customary for the position of president and chief executive officer, subject to the Fiduciary responsibilities of the Board of Directors (the "Board") which include, without limitation, oversight by the Board. It is the intention of Company and Executive that Executive have complete flexibility in managing the day to day operations of the Company, subject to major decisions which require the approval of the Board. The major decisions are set forth in Item 1 of Schedule 1 hereto. However, the Company and Executive do not intend to and the provisions contained in Schedule 1 hereto shall not operate to remove the Board's ability to exercise its fiduciary responsibilities which include, without limitation, the Board's oversight responsibilities. Executive shall report to and consult with the Board at regularly scheduled (or any special) board meetings and provide sufficient information to the Board to enable it to comply with its fiduciary responsibilities which include, without limitation, the Board's oversight responsibilities. Executive's title and duties shall not be modified without Executive's written consent. In performing his duties hereunder, Executive shall give the Company the benefit of his special knowledge, skills, contacts and business experience; shall perform his duties and carry out his responsibilities hereunder in a diligent manner; shall be diligent in the performance of his duties and in carrying out his responsibilities; and shall devote (except as provided herein) such of his time, attention, ability and energy as is reasonably required for the performance of his duties and responsibilities hereunder. Subject to

the fiduciary responsibilities of the Board, Executive shall report to the Chairman of Newmark Homes Corp. Executive hereby accepts such employment and agrees to render such services. (b) The Westbrooke Partnership. The Company is the Managing General Partner of The Westbrooke Partnership, a Florida general partnership and will be acting as General Contractor and/or manager for certain residential home building projects of The Westbrooke Partnership, a Florida general partnership (the "Partnership"), The Adler Companies, Inc., and its subsidiaries and any other entity that is a member of the Newmark consolidated group for financial accounting purposes and that is placed under the Partnership's operational control (all of such entities referred to as the "Subject Entities"). Those projects currently are comprised of Oakridge, Keystone Lake, Sunset Lakes, Winston Trails, Journey's End, Ironhorse, Mapleridge, Three Lakes and Corsica Place. Additional home building projects may be planned by the Subject Entities or may be participated in by the Company through an operating agreement with other entities. Executive's duties

the fiduciary responsibilities of the Board, Executive shall report to the Chairman of Newmark Homes Corp. Executive hereby accepts such employment and agrees to render such services. (b) The Westbrooke Partnership. The Company is the Managing General Partner of The Westbrooke Partnership, a Florida general partnership and will be acting as General Contractor and/or manager for certain residential home building projects of The Westbrooke Partnership, a Florida general partnership (the "Partnership"), The Adler Companies, Inc., and its subsidiaries and any other entity that is a member of the Newmark consolidated group for financial accounting purposes and that is placed under the Partnership's operational control (all of such entities referred to as the "Subject Entities"). Those projects currently are comprised of Oakridge, Keystone Lake, Sunset Lakes, Winston Trails, Journey's End, Ironhorse, Mapleridge, Three Lakes and Corsica Place. Additional home building projects may be planned by the Subject Entities or may be participated in by the Company through an operating agreement with other entities. Executive's duties shall apply to all such projects. (c) Other Offices. Executive may, with the approval of the Board, from time to time, serve, or continue to serve, on boards of directors of, and hold any other offices or positions in, companies or organizations, which, in the Board's judgment, will not present any conflict of interest with the Company or adversely affect the performance of Executive's duties pursuant to this Agreement. (d) Location. The principal location for performance of Executive's services hereunder shall be at the offices of the Company, which are currently located in Miami-Dade County, Florida, subject to reasonable travel requirements during the course of such performance. Executive's duties require travel between the principal office and each project on a regular basis. No change in location of the principal office outside Miami-Dade or Broward Counties, Florida, shall be made without Executive's prior written consent. The Company acknowledges that the Executive may perform his duties hereunder from remote locations from time to time. 2. Employment Term. The term of the Executive's employment hereunder shall commence on the date hereof and shall end on December 31, 2002 (the "Term"), unless sooner terminated as provided herein. 3. Compensation and Benefits. (a) Base Salary. Initially, the Company shall pay Executive an aggregate base salary at an annualized rate of FOUR HUNDRED SEVENTY-FIVE THOUSAND DOLLARS ($475,000.00), payable in such equal installments as may be customary for executive officers employed by the Company (but not less frequently than twice per month) or such greater sum as may be agreed to between the Company and Executive, in arrears ("Base Salary"). The Base Salary for each year shall be prorated according to the number of days in such year during which this Agreement is in effect. The Base Salary shall be reviewed prior to and increased (if and as the Compensation Committee deems appropriate) as of January 1 of each year beginning as of January 1, 2000. The Base Salary may be increased by the Compensation Committee of the Board taking into consideration Executive's performance, general cost of living increases, the -2-

salaries provided by comparable businesses, the financial condition of the Company and other similar matters. (b) Bonuses. The Executive shall be entitled to a bonus for each calendar year commencing January 1, 2000 in the amount equal to the greater of (i) Executive's Base Salary for the applicable calendar year or (ii) $475,000 (such amount the "Bonus Amount"); provided, that if the Net Income (as hereafter defined) of the Subject Entities is less than the Target Amount (as hereafter defined) for such calendar year, the bonus for such calendar year shall be determined by multiplying the Bonus Amount by a fraction, the numerator of which is the actual Net Income of the Subject Entities for such calendar year and the denominator of which is the Target of the Subject Entities for the calendar year. "Net Income" shall have the meaning provided in that certain Stock Purchase Agreement dated January 15, 1998 between Executive, the Company, Westbrooke Acquisition Corp., a Florida corporation, Westbrooke at West Lake, Inc., Westbrooke at Winston Trails, Inc., Westbrooke at Pembroke Pines, Inc., Westbrooke at Oak Ridge, Inc., Harold L. Eisenacher, Leonard R. Chernys and Diana Ibarria, the Partnership, Pacific USA Holdings Corp., and Newmark Homes Corp., as amended (the "Stock Purchase Agreement"). Target Amount shall mean the projected Net Income of the Subject Entities reasonably agreed to

salaries provided by comparable businesses, the financial condition of the Company and other similar matters. (b) Bonuses. The Executive shall be entitled to a bonus for each calendar year commencing January 1, 2000 in the amount equal to the greater of (i) Executive's Base Salary for the applicable calendar year or (ii) $475,000 (such amount the "Bonus Amount"); provided, that if the Net Income (as hereafter defined) of the Subject Entities is less than the Target Amount (as hereafter defined) for such calendar year, the bonus for such calendar year shall be determined by multiplying the Bonus Amount by a fraction, the numerator of which is the actual Net Income of the Subject Entities for such calendar year and the denominator of which is the Target of the Subject Entities for the calendar year. "Net Income" shall have the meaning provided in that certain Stock Purchase Agreement dated January 15, 1998 between Executive, the Company, Westbrooke Acquisition Corp., a Florida corporation, Westbrooke at West Lake, Inc., Westbrooke at Winston Trails, Inc., Westbrooke at Pembroke Pines, Inc., Westbrooke at Oak Ridge, Inc., Harold L. Eisenacher, Leonard R. Chernys and Diana Ibarria, the Partnership, Pacific USA Holdings Corp., and Newmark Homes Corp., as amended (the "Stock Purchase Agreement"). Target Amount shall mean the projected Net Income of the Subject Entities reasonably agreed to by the Executive and Board prior to the commencement of each calendar year. If the parties are unable to agree on the Target Amount for 2001 and 2002, the Target Amount for such years shall be 110% of the actual Net Income of the Subject Entities for the immediately preceding calendar year. (c) Participation in Benefit Plans. The payments provided in Section 3 hereof are in addition to any benefits to which Executive may be, or may become, entitled under any benefit plan or program of the Company for which key executives are or shall become eligible. Executive's benefits specifically include medical benefits provided by the Company, including all dependents at a cost to Executive no greater than that paid by employees in similar positions in the Company and its affiliates. Further, Executive shall be eligible to receive during the period of his employment under this Agreement, all benefits and emoluments for which key executives are eligible under every such plan or program of the Company in effect from time to time to the extent permissible under the general terms and provisions of such plans or programs and in accordance with the provisions thereof. (d) Vacation. Executive shall be entitled to twenty (20) working days of compensated vacation in each fiscal year, to be taken at times which do not unreasonably interfere with the performance of Executive's duties hereunder; provided that time expended for the performance of Executive's duties hereunder during vacation days shall not be deducted from said twenty (20) days. Any unused vacation time from any fiscal year shall be subject to accumulation or forfeiture in accordance with Company policy as in effect from time to time. (e) Expenses. The Company will pay or reimburse Executive for all reasonable and necessary out-of-pocket expenses incurred by him in the performance of his duties under this Agreement. Executive shall keep detailed and accurate records of expenses incurred in connection with the performance of his duties hereunder and reimbursement therefor shall be in accordance with policies and procedures to be established from time to time by the Board. -3-

4. Termination. (a) Termination of Executive's Employment for Cause. The Board (acting by and through the majority of its members) may immediately terminate Executive's employment under this Agreement by giving Executive written notice of such termination upon or at any time following the occurrence of any of the following events, and each such termination shall constitute a termination for "cause": (i) the material breach by Executive of his agreements or obligations under this Agreement that remains uncured thirty (30) days after written notice thereof from the Board of Directors of the Company to Executive; provided that, with respect to a non-monetary material breach that is curable but cannot be cured through the exercise of reasonable efforts within such thirty (30) day period (exclusive of any default described in subparagraphs (a) through (d) below and any material default that causes the Company to be or remain in violation of law subjecting it to material liability, fines, interest or penalties), Executive shall have such additional period of time as may be reasonably necessary to effect a cure thereof, not to exceed an additional period of thirty (30) days, if Executive

4. Termination. (a) Termination of Executive's Employment for Cause. The Board (acting by and through the majority of its members) may immediately terminate Executive's employment under this Agreement by giving Executive written notice of such termination upon or at any time following the occurrence of any of the following events, and each such termination shall constitute a termination for "cause": (i) the material breach by Executive of his agreements or obligations under this Agreement that remains uncured thirty (30) days after written notice thereof from the Board of Directors of the Company to Executive; provided that, with respect to a non-monetary material breach that is curable but cannot be cured through the exercise of reasonable efforts within such thirty (30) day period (exclusive of any default described in subparagraphs (a) through (d) below and any material default that causes the Company to be or remain in violation of law subjecting it to material liability, fines, interest or penalties), Executive shall have such additional period of time as may be reasonably necessary to effect a cure thereof, not to exceed an additional period of thirty (30) days, if Executive shall so request in writing prior to expiration of the initial thirty (30) day period. Without limiting the generality of the foregoing, each of the following shall be deemed to be a material breach of this Agreement: (A) any act or failure to act (or series or combination thereof) by Executive done with the intent to harm in any material respect the interests of the Company or any other Subject Entity; (B) the perpetration by Executive of an act of dishonesty (intended to cause, or having the effect of causing material economic harm to the Company or any member of the PUSA Consolidated Group) or common law fraud against the Company or any affiliate thereof; and (C) a grossly negligent act or failure to act (or series or combination thereof) by Executive materially detrimental to the interests of the Company or any other Subject Entity. (ii) an adjudication that Executive has committed a felony. Upon any determination by the Board (acting through majority of its members) of the Company that a material breach of this Agreement has occurred under Section 4(a)(i), the Board shall cause a special meeting of the Board of Directors to be called and held not later than ten (10) business days after Executive's receipt of the notice described in Section 4(a)(i). Executive shall have the right to appear before such special meeting of the Board, with or without legal counsel, to refute the Board's determination of material breach. Executive or the Board may have a court reporter present to record any such special meeting. Any termination of Executive's employment by reason of such determination shall not be effective until Executive is afforded such opportunity to appear. At the Board's election, Executive may be immediately suspended from the performance of his duties, without suspension of salary or benefits, until such material -4-

breach shall have been timely cured (if so curable), or until the later of the special meeting of the Board or expiration of the applicable cure period without cure. In such event, termination of Executive's employment, salary and benefits shall become effective. Notwithstanding the foregoing, if Executive is suspended, he may continue to make efforts, in cooperation with management of the Company (if the Company's participation is required to cure the breach) , to cure the breach. In the event Executive shall be terminated by reason of material breach of this Agreement pursuant to Section 4 (a)(i) above and Executive shall commence arbitration contesting such termination pursuant to the provisions of Section 7(j) hereof, then, from the commencement of such arbitration until a decision of the arbitrators is rendered, Executive's Base Salary shall be paid by the Company into an interest bearing escrow account to be held by a third party designated by the Company (which may be the Company's legal counsel). The funds so held in escrow shall be disbursed in accordance with the decision of the arbitrators (subject to any appeals). (b) Incapacity of Executive. Subject to applicable law, in the event Executive shall become "disabled" (as hereinafter defined), the Board may, at any time thereafter, by giving Executive twenty (20) days, prior written

breach shall have been timely cured (if so curable), or until the later of the special meeting of the Board or expiration of the applicable cure period without cure. In such event, termination of Executive's employment, salary and benefits shall become effective. Notwithstanding the foregoing, if Executive is suspended, he may continue to make efforts, in cooperation with management of the Company (if the Company's participation is required to cure the breach) , to cure the breach. In the event Executive shall be terminated by reason of material breach of this Agreement pursuant to Section 4 (a)(i) above and Executive shall commence arbitration contesting such termination pursuant to the provisions of Section 7(j) hereof, then, from the commencement of such arbitration until a decision of the arbitrators is rendered, Executive's Base Salary shall be paid by the Company into an interest bearing escrow account to be held by a third party designated by the Company (which may be the Company's legal counsel). The funds so held in escrow shall be disbursed in accordance with the decision of the arbitrators (subject to any appeals). (b) Incapacity of Executive. Subject to applicable law, in the event Executive shall become "disabled" (as hereinafter defined), the Board may, at any time thereafter, by giving Executive twenty (20) days, prior written notice of termination, fully and finally terminate his employment under this Agreement. Termination under this Section 4(b) shall be effective as of the date provided in such notice, which date shall not be fewer than thirty (30) days after such notice of termination is delivered to Executive or his representative, and the Company shall pay Executive his Base Salary accrued to the effective date of termination at the rate in effect at the time of such notice, payable at the time such payment is due. Upon payment of (i) such accrued Base Salary; (ii) an amount equal to the bonus, if any, otherwise payable to Executive on account of the fiscal year in which such termination occurs, multiplied by a fraction, the numerator of which shall be the number of days in the fiscal year preceding the effective date of termination and the denominator of which shall be 365; and (iii) all other amounts to which Executive may be entitled hereunder, including, without limitation, (A) any expense reimbursement amounts accrued to the effective date of termination, and (B) any accrued amounts under any other benefit plan of the Company, in each case at the time such payments are due, and the Company shall have no further obligation to Executive under this Agreement. In the event of such termination, Executive shall remain bound by the NonCompetition Agreement and the Stock Purchase Agreement. Executive will be deemed to be "disabled" if, for physical or mental reasons, Executive is unable to perform the essential functions of Executive's duties under this Agreement with reasonable accommodation by the Company for ninety (90) consecutive days or for one hundred eighty (180) days during any twelve (12) month period, determined as follows: The disability of Executive will be determined by a medical doctor selected by written agreement of the Company and Executive upon the request of either party by notice to the other. If the Company and Executive cannot agree on the selection of a medical doctor, each of them will select a medical doctor and the two medical doctors will select a third medical doctor who will determine whether Executive is disabled. The determination of the medical doctor selected hereunder will be binding on both parties. Executive must submit to a reasonable number of examinations by the medical doctor making the determination of disability and Executive hereby authorizes the -5-

disclosure and release to the Company of such determination and all supporting medical records. If Executive is not legally competent, Executive's legal guardian or duly authorized attorney-in-fact will act in Executive's stead, for the purpose of submitting Executive to the examinations and providing the authorization of disclosure required hereunder. (c) Death of Executive. This Agreement shall automatically terminate upon the death of Executive. Upon the termination of this Agreement as a result of death, the Company shall pay to Executive's estate in a single installment: (i) an amount equal to Executive's Base Salary accrued through the effective date of termination at the rate in effect at the effective date of termination, payable at the time such payment is due; (ii) an amount equal to the bonus, if any, otherwise payable to Executive on account of the fiscal year in which such termination occurs, multiplied by a fraction, the numerator of which shall be the number of days in the fiscal year preceding the effective date of termination and the denominator of which shall be 365; and (iii) all other amounts to which Executive is entitled hereunder, including, without limitation, (A) any expense reimbursement amounts accrued to the effective date of termination, and (B) any accrued amounts under any other benefit plan of the Company, in each case at the time such payments are duel and the Company shall have no further obligations to Executive

disclosure and release to the Company of such determination and all supporting medical records. If Executive is not legally competent, Executive's legal guardian or duly authorized attorney-in-fact will act in Executive's stead, for the purpose of submitting Executive to the examinations and providing the authorization of disclosure required hereunder. (c) Death of Executive. This Agreement shall automatically terminate upon the death of Executive. Upon the termination of this Agreement as a result of death, the Company shall pay to Executive's estate in a single installment: (i) an amount equal to Executive's Base Salary accrued through the effective date of termination at the rate in effect at the effective date of termination, payable at the time such payment is due; (ii) an amount equal to the bonus, if any, otherwise payable to Executive on account of the fiscal year in which such termination occurs, multiplied by a fraction, the numerator of which shall be the number of days in the fiscal year preceding the effective date of termination and the denominator of which shall be 365; and (iii) all other amounts to which Executive is entitled hereunder, including, without limitation, (A) any expense reimbursement amounts accrued to the effective date of termination, and (B) any accrued amounts under any other benefit plan of the Company, in each case at the time such payments are duel and the Company shall have no further obligations to Executive under this Agreement. (d) Termination Without Cause by Company. In addition to any termination right or event provided in Sections 4 (a), 4(b) or 4(c), Executive's employment under this Agreement may be terminated by the Company by giving Executive written notice thereof, effective as of the date provided in such notice. Upon such termination of the employment of Executive, the Company shall pay in a single installment to Executive: (i) an amount equal to Executive's Base Salary payable for the remainder of the Term at the rate in effect on the date of termination, (ii) an amount equal to the bonus, if any, otherwise payable to Executive on account of the fiscal year in which such termination occurs, multiplied by a fraction, the numerator of which shall be the number of days in the fiscal year preceding the effective date of termination and the denominator of which shall be 365, and (iii) all other amounts to which Executive is entitled hereunder, including (A) any expense reimbursement amounts accrued to the effective date of termination, and (B) any accrued and unpaid amounts under any other benefit plan of the Company, and the Company shall have no further obligations to Executive or Executive's estate under this Agreement. Notwithstanding the foregoing, the Company may elect to pay the amount under Section 4(d)(i) in installments over the remainder of the Term as and when such payments would otherwise have been due if Executive remained employed, provided that the Company shall provide to Executive a "clean" irrevocable letter of credit in the amount of the remaining installments, which letter of credit shall be issued by Bank United of Texas, FSB, or any other bank acceptable to Executive, such acceptance not to be unreasonably withheld; and which letter of credit W shall have an expiration date no earlier than thirty (30) days after the last of such installments is due and payable, and (y) shall be formally confirmed by the Federal Home Loan Bank of Dallas. (e) Termination With Cause by Executive. Executive may terminate his employment under this Agreement by giving the Company written notice of such termination upon or at any time following the occurrence of any of the following events, and each such termination shall constitute a termination for "cause": -6-

(i) a material breach by the Company of its agreements or obligations under this Agreement that remains uncured more than thirty (30) days after written notice thereof from the Executive to Company; provided that, with respect to a non-monetary material breach that is curable but cannot be cured through the exercise of reasonable efforts within such thirty (30) day period, the Company shall have such additional period of time as may be reasonably necessary to effect a cure thereof, not to exceed an additional period of thirty (30) days, if the Company shall so request in writing prior to expiration of the' initial thirty (30) day period. (ii) a default of monetary obligations owed to Executive by Westbrooke Acquisition Corp., Newmark Homes Corp. under the Stock Purchase Agreement that remains uncured more than ninety (90) days after written notice thereof from Executive to Company. For purposes of this Subsection (ii) , the term "monetary obligations" shall include the failure to make any payment under any promissory note delivered to Executive pursuant to the Stock Purchase Agreement, as amended, and the failure to deliver any letter of credit securing the same, in accordance with the terms of the Stock Purchase Agreement.

(i) a material breach by the Company of its agreements or obligations under this Agreement that remains uncured more than thirty (30) days after written notice thereof from the Executive to Company; provided that, with respect to a non-monetary material breach that is curable but cannot be cured through the exercise of reasonable efforts within such thirty (30) day period, the Company shall have such additional period of time as may be reasonably necessary to effect a cure thereof, not to exceed an additional period of thirty (30) days, if the Company shall so request in writing prior to expiration of the' initial thirty (30) day period. (ii) a default of monetary obligations owed to Executive by Westbrooke Acquisition Corp., Newmark Homes Corp. under the Stock Purchase Agreement that remains uncured more than ninety (90) days after written notice thereof from Executive to Company. For purposes of this Subsection (ii) , the term "monetary obligations" shall include the failure to make any payment under any promissory note delivered to Executive pursuant to the Stock Purchase Agreement, as amended, and the failure to deliver any letter of credit securing the same, in accordance with the terms of the Stock Purchase Agreement. The cure periods set forth in subsection (i) and (ii) above are alternative and not cumulative. All such cure periods may be waived by the Company in writing. In either of such events, Executive shall have the same rights as provided in Section 4(d) above as to compensation and termination of the Agreement and the Non-Competition Agreement shall immediately terminate. 5. Employment Covenants. (a) Covenant Not to Compete. The provisions of that certain Amended Non-Competition Agreement by and between Executive, and the Company, Westbrooke at West Lake, Inc., Westbrooke at Winston Trails, Inc., Westbrooke at Pembroke Pines, Inc., Westbrooke at Oak Ridge, Inc. and the Partnership, of even date herewith (the "Amended Non-Competition Agreement"), are incorporated herein by this reference. Executive acknowledges and agrees that the Non-Competition Agreement is a material inducement for the Company to enter into this Agreement and is additional consideration for the consideration to be paid to Executive hereunder. (b) Breach. Executive hereby recognizes and acknowledges that irreparable injury or damage shall result to the Company in the event of a breach or threatened breach by Executive of any of the terms of provisions of this Section 5, and Executive therefore agrees that the Company shall be entitled to an injunction restraining Executive from engaging in any activity constituting such breach or threatened breach. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other remedies available to the Company at law or in equity f or such breach or threatened breach, including, but not limited to, the recovery of damages from Executive and, if Executive is an employee of the Company, the termination of his employment with the Company in accordance with the terms and provisions of this Agreement. -7-

6. Indemnification. The Company shall indemnify, defend and hold Executive harmless from and against all liability, loss, cost and damage arising out of Executive's performance of his duties and obligations in accordance with this Agreement; provided that in no event shall Executive be indemnified, defended or held harmless from any matter arising out of his gross negligence or intentional misconduct. 7. Miscellaneous (a) Notices. Any notices to be given hereunder by either party to the other may be effected either by personal delivery in writing, via facsimile transmission or by mail, registered or certified, postage prepaid with return receipt requested. Notices shall be addressed to the parties as follows:
If to the Company: c/o Newmark Homes Corp. Attn: Terry White 1200 Soldiers Field Drive Sugar Land, Texas 77479 Facsimile: 281-243-0168 Brian Sokolik Vinson & Elkins L.L.P. 2300 First City Tower

With a copy to:

6. Indemnification. The Company shall indemnify, defend and hold Executive harmless from and against all liability, loss, cost and damage arising out of Executive's performance of his duties and obligations in accordance with this Agreement; provided that in no event shall Executive be indemnified, defended or held harmless from any matter arising out of his gross negligence or intentional misconduct. 7. Miscellaneous (a) Notices. Any notices to be given hereunder by either party to the other may be effected either by personal delivery in writing, via facsimile transmission or by mail, registered or certified, postage prepaid with return receipt requested. Notices shall be addressed to the parties as follows:
If to the Company: c/o Newmark Homes Corp. Attn: Terry White 1200 Soldiers Field Drive Sugar Land, Texas 77479 Facsimile: 281-243-0168 Brian Sokolik Vinson & Elkins L.L.P. 2300 First City Tower 1001 Fannin Street Houston, TX 77002-6760 Facsimile No.: 713-615-5618 James M. Carr ------------------------------------------------------With a copy to: K. Lawrence Gragg, Esq. White & Case LLP 200 South Biscayne Boulevard Suite 4900 Miami, Florida 33131 Facsimile: (305) 358-5744

With a copy to:

If to Executive:

Any party may change his or its address by written notice in accordance with Section 7(a). Notices delivered personally shall be deemed communicated as of actual receipt notices sent via facsimile transmission shall be deemed communicated as of receipt by the sender of written confirmation of transmission thereof; mailed notices shall be deemed communicated as of three days after proper mailing. (b) Inclusion of Entire Agreement Herein. This Agreement supersedes any and all other prior or contemporaneous agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereof (including without limitation the 1995 -8-

Agreement) and contains all of the covenants and agreements between the parties with respect to employment of Executive by the Company. (c) Law Governing Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. (d) Waivers. No waiver at any time of any term or provision of this Agreement shall be construed as a waiver of any other term or provision of this Agreement and a waiver at any time of any term of provisions of this Agreement shall not be construed as a waiver at any subsequent time of the same term or provision. (e) Amendments. Except as otherwise provided in Section 7(f) hereof, no amendment or modification of this Agreement shall be deemed effective unless and until executed in writing by each party hereto.

Agreement) and contains all of the covenants and agreements between the parties with respect to employment of Executive by the Company. (c) Law Governing Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. (d) Waivers. No waiver at any time of any term or provision of this Agreement shall be construed as a waiver of any other term or provision of this Agreement and a waiver at any time of any term of provisions of this Agreement shall not be construed as a waiver at any subsequent time of the same term or provision. (e) Amendments. Except as otherwise provided in Section 7(f) hereof, no amendment or modification of this Agreement shall be deemed effective unless and until executed in writing by each party hereto. (f) Severability and Limitation. All agreements and covenants contained herein are severable and in the event any of them shall be held to be invalid by competent authority, this Agreement shall be interpreted as if such invalid agreements or covenants were not contained herein. Without limiting the generality of the foregoing, in the event that the provisions of this Agreement should ever be deemed to exceed the scope of business, time or geographic limitations permitted by applicable law, then such provisions shall be and are hereby reformed to the maximum scope, time or geographic limitations permitted by such applicable law. (g) Headings. All headings set forth in this Agreement are intended for convenience only and shall not control or affect the meaning, construction or effect of this Agreement or of any of the provisions hereof. (h) Assignment. The Company shall have the right to assign this Agreement and to delegate all of its rights, duties and obligations hereunder to any entity which controls the Company, which the Company controls or which may be the result of the merger, consolidation, acquisition or reorganization of the Company and another entity; provided that, a Change of Control (as hereafter defined) of Newmark Homes Corp. ("Newmark") shall not be a permitted assignment hereunder and shall constitute a termination of Executive without cause pursuant to Section 4(d) hereof; provided that Executive shall deliver to the Company written notice declaring such termination within sixty (60) day after the effective date of such Change of Control, time being strictly of the essence; failing which, the same shall be deemed a permitted assignment hereunder; and further provided that in this event Executive shall not be entitled to the severance payment provided for in subsection (i) of the second sentence of Section 4(d) hereof. For purposes hereof a "Change of Control" shall be deemed to have occurred if Technical Olympic S.A. ("Olympic") does not Control (as hereafter defined) Newmark. For purposes hereof, Control of a person shall mean the beneficial ownership (as defined in Rule 13d-3 under the Securities and Exchange Act of 1934) of 50 percent or more of the voting securities of such person. Executive agrees that this Agreement is personal to him and his rights and interests hereunder may not be assigned, nor may his obligations and duties hereunder be -9-

delegated (except as to delegation in the normal course of operation of the Company), and any attempted assignment or delegation in violation of this provision shall be void. (i) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. (j) Arbitration; jurisdiction and Venue. (i) THE PARTIES HAVE AGREED TO THE RESOLUTION BY ARBITRATION OF ALL CLAIMS PURSUANT TO THE ARBITRATION COVENANT AS SET FORTH IN THE STOCK PURCHASE AGREEMENT, WHICH IS INCORPORATED HEREIN BY THIS REFERENCE. (ii) IN THE EVENT THE ARBITRATION COVENANT IS FOUND UNENFORCEABLE OR INAPPLICABLE TO ANY LEGAL ACTION WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE ARISING OUT OF, CONNECTED WITH, RELATED TO, OR IN CONNECTION WITH THIS AGREEMENT, SUCH LEGAL ACTION SHALL BE BROUGHT EXCLUSIVELY IN THE

delegated (except as to delegation in the normal course of operation of the Company), and any attempted assignment or delegation in violation of this provision shall be void. (i) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. (j) Arbitration; jurisdiction and Venue. (i) THE PARTIES HAVE AGREED TO THE RESOLUTION BY ARBITRATION OF ALL CLAIMS PURSUANT TO THE ARBITRATION COVENANT AS SET FORTH IN THE STOCK PURCHASE AGREEMENT, WHICH IS INCORPORATED HEREIN BY THIS REFERENCE. (ii) IN THE EVENT THE ARBITRATION COVENANT IS FOUND UNENFORCEABLE OR INAPPLICABLE TO ANY LEGAL ACTION WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE ARISING OUT OF, CONNECTED WITH, RELATED TO, OR IN CONNECTION WITH THIS AGREEMENT, SUCH LEGAL ACTION SHALL BE BROUGHT EXCLUSIVELY IN THE COURTS OF THE STATE OF FLORIDA, COUNTY OF DADE, OR, IF IT HAS OR CAN ACQUIRE JURISDICTION, IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF FLORIDA, AND THE PARTIES CONSENT TO THE JURISDICTION OF SUCH COURTS (AND THE APPROPRIATE APPELLATE COURTS) IN ANY SUCH LEGAL ACTION AND WAIVE ANY OBJECTION TO VENUE LAID THEREIN. (k) Joinder by Newmark Homes Corp. Newmark Homes Corp. joins in the execution hereof for the sole purpose of codifying that it is guaranteeing all payment and performance obligations of the Company hereunder; which guarantee of payment obligations shall be a guaranty of payment, not collection. IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED EMPLOYMENT AGREEMENT as of the day and year first above written.
/s/ James Carr -----------------------------James Carr WESTBROOKE COMMUNITIES, INC., a Florida corporation

/s/ James Carr -------------------------Print Name: James Carr -----------------Title: President -----------------------

By:

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Joined herein pursuant to Section 7(k): NEWMARK HOMES CORP., a Nevada corporation
/s/ Michael K. McCraw ------------------------------------Print Name: Michael K. McCraw ----------------------------Title: Chairman ---------------------------------By:

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Joined herein pursuant to Section 7(k): NEWMARK HOMES CORP., a Nevada corporation
/s/ Michael K. McCraw ------------------------------------Print Name: Michael K. McCraw ----------------------------Title: Chairman ---------------------------------By:

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SCHEDULE "1" RIGHTS AND DUTIES OF EXECUTIVE 1. OPERATIONAL MANAGEMENT Executive shall manage the day to day operations of the Company, its Subsidiaries and The Westbrooke Partnership; provided that Executive shall not have authority to make major operational decisions, except with written approval of the Board of Directors of the Company. The following are the only major decisions requiring approval of the Board of Directors: a. acquire any real property or personal property having a purchase price exceeding $100,000 (tangible or intangible); b. sell or otherwise dispose of all or any portion of the assets other than in the ordinary course of business; c. modify in any material respect or refinance any indebtedness or incur any indebtedness on behalf of the Company or any of its subsidiaries; d. except for advances under purchase agreements for real property, cause or permit the Company or any of its subsidiaries to make loans or advances to any person; e. confess any judgment regardless of amount or settle any claims in any amount greater than $100,000; provided that Executive will consult with the Company's counsel prior to settling any claims regardless of amount; and f. commence construction of any speculative single-family residential dwelling (excluding model homes) if the number of such dwellings, together with the number of speculative single-family residential dwellings already owned by the Company and its subsidiaries (whether or not under construction), shall exceed fifty (50) and, except for such speculative dwellings, shall not undertake the construction of any residential dwelling other than pursuant to a binding contract for the purchase thereof entered into in the ordinary course of business. 2. GENERAL PROGRAMS, POLICIES AND PROCEDURES Executive acknowledges that Newmark Homes Corp. has implemented and plans to implement in the future, various programs, policies and procedures in its subsidiary companies in order to develop a common corporate culture, centralize certain operations in order to reduce overall expenses and manage overall risk. The Company shall, 'over a reasonable transition period, adopt programs, policies and procedures relating to human resource matters, compensation, benefits, insurance matters (employee related, general corporate, property and all other types of insurance needs of the Company and the Subject Entities) and risk management; provided that Company shall continue to maintain its separate accounting and reporting system unless otherwise agreed by Company and

SCHEDULE "1" RIGHTS AND DUTIES OF EXECUTIVE 1. OPERATIONAL MANAGEMENT Executive shall manage the day to day operations of the Company, its Subsidiaries and The Westbrooke Partnership; provided that Executive shall not have authority to make major operational decisions, except with written approval of the Board of Directors of the Company. The following are the only major decisions requiring approval of the Board of Directors: a. acquire any real property or personal property having a purchase price exceeding $100,000 (tangible or intangible); b. sell or otherwise dispose of all or any portion of the assets other than in the ordinary course of business; c. modify in any material respect or refinance any indebtedness or incur any indebtedness on behalf of the Company or any of its subsidiaries; d. except for advances under purchase agreements for real property, cause or permit the Company or any of its subsidiaries to make loans or advances to any person; e. confess any judgment regardless of amount or settle any claims in any amount greater than $100,000; provided that Executive will consult with the Company's counsel prior to settling any claims regardless of amount; and f. commence construction of any speculative single-family residential dwelling (excluding model homes) if the number of such dwellings, together with the number of speculative single-family residential dwellings already owned by the Company and its subsidiaries (whether or not under construction), shall exceed fifty (50) and, except for such speculative dwellings, shall not undertake the construction of any residential dwelling other than pursuant to a binding contract for the purchase thereof entered into in the ordinary course of business. 2. GENERAL PROGRAMS, POLICIES AND PROCEDURES Executive acknowledges that Newmark Homes Corp. has implemented and plans to implement in the future, various programs, policies and procedures in its subsidiary companies in order to develop a common corporate culture, centralize certain operations in order to reduce overall expenses and manage overall risk. The Company shall, 'over a reasonable transition period, adopt programs, policies and procedures relating to human resource matters, compensation, benefits, insurance matters (employee related, general corporate, property and all other types of insurance needs of the Company and the Subject Entities) and risk management; provided that Company shall continue to maintain its separate accounting and reporting system unless otherwise agreed by Company and

Executive. The Board shall consult with Executive regarding the substance of. such programs and the timing of the implementation thereof so as not to interfere with the day to day operation of the Company. Executive agrees to support the Board in the implementation thereof during the transition period. In the area of human resources, Executive and the Company agree as follows: a. Executive shall not have the authority to create or modify any savings, bonus, deferred compensation, pension, profit sharing, retirement, insurance, severance or other fringe benefit, arrangement or practice or any other "employee benefit plan" as defined by ERISA, whether formal or informal, enter into or modify any employment agreement or commitment, enter into or engage in any negotiations with respect to any collective bargaining or union agreement or commitment, or agree to do any of the foregoing; and b. Executive shall not have the authority to modify compensation of any employees or officers of the Company will be subject to the review and approval of the Company's Compensation Committee; provided however, that modification of compensation by Executive for non-key employees, on a case by case basis (and not on a Company-wide basis), to facilitate day to day operations and activities is permitted; provided that Executive shall

Executive. The Board shall consult with Executive regarding the substance of. such programs and the timing of the implementation thereof so as not to interfere with the day to day operation of the Company. Executive agrees to support the Board in the implementation thereof during the transition period. In the area of human resources, Executive and the Company agree as follows: a. Executive shall not have the authority to create or modify any savings, bonus, deferred compensation, pension, profit sharing, retirement, insurance, severance or other fringe benefit, arrangement or practice or any other "employee benefit plan" as defined by ERISA, whether formal or informal, enter into or modify any employment agreement or commitment, enter into or engage in any negotiations with respect to any collective bargaining or union agreement or commitment, or agree to do any of the foregoing; and b. Executive shall not have the authority to modify compensation of any employees or officers of the Company will be subject to the review and approval of the Company's Compensation Committee; provided however, that modification of compensation by Executive for non-key employees, on a case by case basis (and not on a Company-wide basis), to facilitate day to day operations and activities is permitted; provided that Executive shall comply with the administrative procedures of the Company relating to increases in compensation.

EXHIBIT 10.7 (b) AMENDED AND RESTATED NON-COMPETITION AGREEMENT This AMENDED AND RESTATED NON-COMPETITION AGREEMENT (this "Agreement") is made as of this 15th day of December, 1999, between WESTBROOKE COMMUNITIES, INC., a Florida corporation ("Communities"), WESTBROOKE AT WEST LAKE, INC., a Florida corporation, WESTBROOKE AT WINSTON TRAILS, INC., a Florida corporation, WESTBROOKE AT PEMBROKE PINES, INC., a Florida corporation, and WESTBROOKE AT OAK RIDGE, INC., a Florida corporation (collectively with Communities, the "Acquired Companies"), THE WESTBROOKE PARTNERSHIP, a Florida general partnership ("Partnership") , WESTBROOKE ACQUISITION CORP., a Florida corporation ("Acquisition"), and JAMES CARR, an individual resident of the State of Florida ("Carr"). RECITALS: 1. All of the parties" hereto (and other individuals and entities not a party hereto) are parties to that certain Stock Purchase Agreement dated January 15, 1998 (the "Stock Purchase Agreement"); 2. Communities and Carr are employer and employee respectively under that certain Amended and Restated Employment Agreement of even date herewith (the "Employment Agreement"); 3. This Agreement amends and restates that certain Non-Competition Agreement between the parties hereto dated as of January 15, 1998. NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged the parties hereto agree as follows, intending to be legally bound: 1. Recitals: The foregoing recitals are true and are incorporated herein by this reference. 2. Definitions: All capitalized terms not defined herein shall have the meaning set forth in the Stock Purchase Agreement. 3. Acknowledgements: Carr acknowledges that: (a) Carr has occupied a position of trust and confidence with the Acquired Companies and the Partnership prior to the date hereof and has become familiar with the following, any and all of which constitute confidential information of the Acquired Companies and the Partnership, (collectively the "Confidential Information"):

EXHIBIT 10.7 (b) AMENDED AND RESTATED NON-COMPETITION AGREEMENT This AMENDED AND RESTATED NON-COMPETITION AGREEMENT (this "Agreement") is made as of this 15th day of December, 1999, between WESTBROOKE COMMUNITIES, INC., a Florida corporation ("Communities"), WESTBROOKE AT WEST LAKE, INC., a Florida corporation, WESTBROOKE AT WINSTON TRAILS, INC., a Florida corporation, WESTBROOKE AT PEMBROKE PINES, INC., a Florida corporation, and WESTBROOKE AT OAK RIDGE, INC., a Florida corporation (collectively with Communities, the "Acquired Companies"), THE WESTBROOKE PARTNERSHIP, a Florida general partnership ("Partnership") , WESTBROOKE ACQUISITION CORP., a Florida corporation ("Acquisition"), and JAMES CARR, an individual resident of the State of Florida ("Carr"). RECITALS: 1. All of the parties" hereto (and other individuals and entities not a party hereto) are parties to that certain Stock Purchase Agreement dated January 15, 1998 (the "Stock Purchase Agreement"); 2. Communities and Carr are employer and employee respectively under that certain Amended and Restated Employment Agreement of even date herewith (the "Employment Agreement"); 3. This Agreement amends and restates that certain Non-Competition Agreement between the parties hereto dated as of January 15, 1998. NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged the parties hereto agree as follows, intending to be legally bound: 1. Recitals: The foregoing recitals are true and are incorporated herein by this reference. 2. Definitions: All capitalized terms not defined herein shall have the meaning set forth in the Stock Purchase Agreement. 3. Acknowledgements: Carr acknowledges that: (a) Carr has occupied a position of trust and confidence with the Acquired Companies and the Partnership prior to the date hereof and has become familiar with the following, any and all of which constitute confidential information of the Acquired Companies and the Partnership, (collectively the "Confidential Information"):

(i) any and all trade secrets concerning the business and affairs of the Acquired Companies and the Partnership, including without limitation product specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current and planned research and development, current and planned construction methods and processes, customer lists, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code and source code), computer software and database technologies, systems, structures and architectures and related processes., formulae, compositions, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information, of the Acquired Companies and the Partnership and any other information, however documented, of the Acquired Companies and the Partnership that is proprietary information or a trade secret under applicable law; (ii) any and all information concerning the business and affairs of the Acquired Companies and the Partnership (which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, personnel training and techniques and materials, however documented); and (iii) any and all notes, analyses, compilations, studies, summaries, and other material prepared by or for the

(i) any and all trade secrets concerning the business and affairs of the Acquired Companies and the Partnership, including without limitation product specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current and planned research and development, current and planned construction methods and processes, customer lists, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code and source code), computer software and database technologies, systems, structures and architectures and related processes., formulae, compositions, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information, of the Acquired Companies and the Partnership and any other information, however documented, of the Acquired Companies and the Partnership that is proprietary information or a trade secret under applicable law; (ii) any and all information concerning the business and affairs of the Acquired Companies and the Partnership (which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, personnel training and techniques and materials, however documented); and (iii) any and all notes, analyses, compilations, studies, summaries, and other material prepared by or for the Acquired Companies and the Partnership containing or based, in whole or in part, on any information included in the foregoing; (b) the Acquired Companies and the Partnership compete with other businesses that are or could be located in Miami-Dade, Broward and Palm Beach Counties, Florida, and may be expanded into other portions of the State of Florida south of Hillsborough, Polk, Osceola and Brevard Counties, Florida (all of such geographic areas being collectively referred to herein as "South Florida"); (c) the provisions of this Agreement are reasonable and necessary to protect and preserve the Acquired Companies, and the Partnership's business. This Agreement is not made for the purpose of eliminating competition per se and is reasonably related to a protectable, legitimate business interest of Acquisition to wit: protection of Acquisition's goodwill; (d) because of his varied skill and abilities, he does not need to compete with the Acquired Companies or the Partnership and this Agreement will not prevent him from earning a livelihood; and (e) the Acquired Companies and the Partnership would be irreparably damaged if Carr were to breach the covenants in this Agreement. 4. Confidential Information: Carr acknowledges and agrees that all Confidential Information known or obtained by Carr, whether before or after the date hereof, is the property of the Acquired Companies and the Partnership. Accordingly, Carr agrees that he will not disclose any Confidential Information to any person, firm, corporation, association or other entity for any -2-

reason or purpose whatsoever or make use to his personal advantage or to the advantage of any third party, of any Confidential Information, without the prior written consent of the Board. Carr shall, upon termination or expiration of this Agreement or at any other time specified by Acquisition, deliver to Acquisition all documents which reflect Confidential Information (including copies thereof). Notwithstanding anything heretofore stated in this Section 4, Carr's obligations under this Section 4 shall not, after termination or expiration of this Agreement, apply to: (a) information which has become generally available to the public without any action or omission of Carr (except that any Confidential Information which is disclosed to any third party by an employee or representative of the Acquired Companies or the Partnership who is not authorized to make such disclosure shall be deemed to remain confidential and protectable by Carr under this Section 4); or (b) general know-how, ideas, current and planned construction methods, processes and concepts, and Carr's general knowledge and experience pertaining to the business of development and construction of residences, to

reason or purpose whatsoever or make use to his personal advantage or to the advantage of any third party, of any Confidential Information, without the prior written consent of the Board. Carr shall, upon termination or expiration of this Agreement or at any other time specified by Acquisition, deliver to Acquisition all documents which reflect Confidential Information (including copies thereof). Notwithstanding anything heretofore stated in this Section 4, Carr's obligations under this Section 4 shall not, after termination or expiration of this Agreement, apply to: (a) information which has become generally available to the public without any action or omission of Carr (except that any Confidential Information which is disclosed to any third party by an employee or representative of the Acquired Companies or the Partnership who is not authorized to make such disclosure shall be deemed to remain confidential and protectable by Carr under this Section 4); or (b) general know-how, ideas, current and planned construction methods, processes and concepts, and Carr's general knowledge and experience pertaining to the business of development and construction of residences, to the extent the same were first known or obtained by Carr prior to the date hereof. 5. Non-Competition: As an inducement for Acquisition to enter into the Stock Purchase Agreement and for Communities to enter into the Employment Agreement between Carr and Communities of even date herewith and as additional consideration for the consideration to be paid to Carr under the Stock Purchase Agreement and Employment Agreement, Carr agrees that: (a) For the Applicable Non-Compete Period (as hereinafter defined): (i) Carr will not, directly or indirectly, engage or invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation, or control of, be employed by, associated with, or in any manner connected with, lend his name or any similar name to, lend his credit to, or render services or advice to, any business whose products or activities compete in whole or in part with the products or activities of the Acquired Companies or the Partnership, including but not limited to, the purchase of land (or options therefor) for development and the construction of residences within South Florida; provided, however, that Carr may purchase or otherwise acquire up to (but not more than) one percent of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12 (g) of the Securities Exchange Act of 1934; and further provided however that the direct or indirect ownership and/or participation in the management of Active Investments (as hereafter defined) shall not be included in the foregoing prohibited activities. Active Investments shall mean interests in closely held businesses of all types specifically including businesses which are engaged in residential and commercial real estate ownership and/or development in South Florida; provided that (i) such businesses may not develop residential units of product types that are competitive with product types then being developed or planned to be developed by any of the Acquired Companies, (ii) such -3-

residential development does not materially compete with the Acquired Company's projects regardless of product type or (iii) such activities do not materially interfere with Carr's performance of his duties under the Employment Agreement. Carr agrees that this covenant is reasonable with respect to its duration, geographical area, and scope. (ii) Carr will not, directly or indirectly, either for himself or any other Person, (A) induce or attempt to induce any employee of an Acquired Company or the Partnership to leave the employ of such Acquired Company or the Partnership, (B) in any way interfere with the relationship between an Acquired Company or the Partnership and any employee of such Acquired Company or the Partnership, (C) employ, or otherwise engage as an employee, independent contractor, or otherwise, any employee of an Acquired Company or the Partnership, or (D) induce or attempt to induce any customer, supplier, licensee, or business relation of an Acquired Company or the Partnership to cease doing business with such Acquired Company or the Partnership, or in any way interfere with the relationship between any customer, supplier, licensee, or business relation of an Acquired Company or the Partnership.

residential development does not materially compete with the Acquired Company's projects regardless of product type or (iii) such activities do not materially interfere with Carr's performance of his duties under the Employment Agreement. Carr agrees that this covenant is reasonable with respect to its duration, geographical area, and scope. (ii) Carr will not, directly or indirectly, either for himself or any other Person, (A) induce or attempt to induce any employee of an Acquired Company or the Partnership to leave the employ of such Acquired Company or the Partnership, (B) in any way interfere with the relationship between an Acquired Company or the Partnership and any employee of such Acquired Company or the Partnership, (C) employ, or otherwise engage as an employee, independent contractor, or otherwise, any employee of an Acquired Company or the Partnership, or (D) induce or attempt to induce any customer, supplier, licensee, or business relation of an Acquired Company or the Partnership to cease doing business with such Acquired Company or the Partnership, or in any way interfere with the relationship between any customer, supplier, licensee, or business relation of an Acquired Company or the Partnership. (iii) Carr will not, directly or indirectly, either for himself or any other Person, solicit the business of any Person known to Carr to be a customer of an Acquired Company or the Partnership, whether or not Carr had personal contact with such Person; (b) The term "Applicable Non-Compete Period" shall mean: (i) the period beginning on the date hereof and ending on December 31, 2002; (ii) if Carr's employment under the Employment Agreement is terminated pursuant to Section 4(a) or 4(b) thereof, or for any other reason other than as set forth in Section 5(b) (iii) hereof, the period beginning on the date hereof and ending on December 31, 2002; (iii) if Carr's employment under the Employment Agreement is terminated pursuant to Section 4(d) or 4(e) thereof, the period beginning on the date hereof and ending on the date of termination of employment. (c) In the event of a breach by Carr of any covenant set forth in Section 5(a) hereof, the term of such covenant will be extended by the period of the duration of such breach; (d) (i) Carr will not, at any time during or after the Applicable Non-Compete Period, disparage Acquisition, the Acquired Companies, or the Partnership, or any of their shareholders, directors, officers, employees, or agents; (ii) The Acquired Companies and the Partnership will not, nor will they permit their respective shareholders, directors, officers, employees, or agents, at any time during or after the Applicable Non-Compete Period to disparage Carr; and -4-

(e) Carr will, for the Applicable Non-Compete Period, within ten days after accepting any employment, advise Acquisition of the identity of any employer of Carr. Acquisition, any Acquired Company or the Partnership may serve notice upon each such employer that Carr is bound by this Agreement and furnish each such employer with a copy of this Agreement or relevant portions thereof. (f) The parties acknowledge and agree that the restrictions provided under this Section 5 are reasonably necessary to protect the legitimate business interests of Acquisition, the Acquired Companies, the Partnership and Communities. Such legitimate business interests include the items referenced in Section 3 (a) hereof. 6. Remedies: If Carr breaches any of the covenants set forth in this Agreement, Acquisition, the Acquired Companies and the Partnership will be entitled to the following remedies: (a) To obtain injunctive or other equitable relief to restrain any breach or threatened breach or otherwise to specifically enforce the provisions of this Agreement, it being agreed that money damages alone would be

(e) Carr will, for the Applicable Non-Compete Period, within ten days after accepting any employment, advise Acquisition of the identity of any employer of Carr. Acquisition, any Acquired Company or the Partnership may serve notice upon each such employer that Carr is bound by this Agreement and furnish each such employer with a copy of this Agreement or relevant portions thereof. (f) The parties acknowledge and agree that the restrictions provided under this Section 5 are reasonably necessary to protect the legitimate business interests of Acquisition, the Acquired Companies, the Partnership and Communities. Such legitimate business interests include the items referenced in Section 3 (a) hereof. 6. Remedies: If Carr breaches any of the covenants set forth in this Agreement, Acquisition, the Acquired Companies and the Partnership will be entitled to the following remedies: (a) To obtain injunctive or other equitable relief to restrain any breach or threatened breach or otherwise to specifically enforce the provisions of this Agreement, it being agreed that money damages alone would be inadequate to compensate the Acquisition, the Acquired Companies and the Partnership and would be an inadequate remedy for such breach. (b) In addition to such equitable relief, to recover from Carr any and all supplemental damages suffered as a result of such breach in order to afford Acquisition, the Acquired Companies and the Partnership complete relief; (c) Any and all other damages and remedies available at law or in equity; (d) The rights and remedies of the parties to this Agreement are cumulative and not alternative. 7. GENERAL PROVISIONS (a) Attorneys' Fees: Should any party employ an attorney or attorneys to enforce any of the provisions hereof, the party prevailing shall be entitled to payment by the non-prevailing party(ies) of all reasonable costs, charges and expenses, expended or incurred by the prevailing party, including reasonable attorneys' fees through all levels of proceedings, whether suit be brought or not. (b) Notices: All notices, consents, waivers, and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) sent by telecopier (with written confirmation of receipt) , provided that a copy is mailed by registered mail, return receipt requested, or (c) when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case to the appropriate addresses and telecopier numbers set forth below (or to such other addresses and telecopier numbers as a party may designate by notice to the other parties): -5Carr: ----------------------------------------------------------------Facsimile No.: -----------------With a copy to: K. Lawrence Gragg White & Case LLP 200 S. Biscayne Boulevard Suite 4900 Miami, Florida 33131 Facsimile No.: (305) 358-5744

Acquisition, Acquired Companies,

Carr: ----------------------------------------------------------------Facsimile No.: -----------------With a copy to: K. Lawrence Gragg White & Case LLP 200 S. Biscayne Boulevard Suite 4900 Miami, Florida 33131 Facsimile No.: (305) 358-5744

Acquisition, Acquired Companies,
Partnership: c/o Newmark Homes Corp. 1200 Soldiers Field Drive Sugar Land, Texas 77479 Attn: Terry White Facsimile No.: 281-243-0168 Brian Sokolik Vinson & Elkins LLP 2300 First City Tower, 1001 Fannin St. Houston, Texas 77002-6760 Facsimile No.: 713-615-5618 (c) Further Assurances: The parties agree (a) to furnish upon

Copy to:

request to each other such further information, (b) to execute and deliver to each other such other documents, and (c) to do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Agreement and the documents referred to in this Agreement. (d) Waiver: The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither the failure nor any delay by any party in exercising any right, power, or privilege under this Agreement or the documents referred to in this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. To the maximum extent permitted by applicable law, (a) no claim or right arising out of this Agreement or the documents referred to in this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other party; (b) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on one party will be deemed to be a waiver of any obligation of such party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement. (e) Entire Agreement and Modification: This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the -6-

documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment. (f) Severability: If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. Without limiting the generality of the foregoing, in the event that the provisions of this Agreement should ever be deemed to exceed the scope of business, time or geographic limitations permitted

documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment. (f) Severability: If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. Without limiting the generality of the foregoing, in the event that the provisions of this Agreement should ever be deemed to exceed the scope of business, time or geographic limitations permitted by applicable law, then such provisions shall be and are hereby reformed to the maximum scope, time or geographic limitations permitted by such applicable law. (g) Section Headings; Construction: The headings of Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. All references to "Section" or "Sections" refer to the corresponding Section or Sections of this Agreement. All words used in this Agreement will be construed to be of such gender or number as. the circumstances require. Unless otherwise expressly provided, the word "including" does not limit the preceding words or terms. (h) Governing Law: This Agreement will be governed by the laws of the State of Florida without regard to conflicts of laws principles. (i) Arbitration; Jurisdiction and Venue. (1) THE PARTIES HAVE AGREED TO THE RESOLUTION BY ARBITRATION OF ALL CLAIMS PURSUANT TO THE ARBITRATION COVENANT AS SET FORTH IN THE STOCK PURCHASE AGREEMENT, WHICH IS INCORPORATED HEREIN BY THIS REFERENCE. (2) IN THE EVENT THE ARBITRATION COVENANT IS FOUND UNENFORCEABLE OR INAPPLICABLE TO ANY LEGAL ACTION WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE ARISING OUT OF, CONNECTED WITH, RELATED TO, OR IN CONNECTION WITH THIS AGREEMENT, SUCH LEGAL ACTION SHALL BE BROUGHT EXCLUSIVELY IN THE COURTS OF THE STATE OF FLORIDA, COUNTY OF DADE, OR,, IF IT HAS OR CAN ACQUIRE JURISDICTION, IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF FLORIDA, AND THE PARTIES CONSENT TO THE JURISDICTION OF SUCH COURTS (AND THE APPROPRIATE APPELLATE COURTS) IN ANY SUCH LEGAL ACTION AND WAIVE ANY OBJECTION TO VENUE LAID THEREIN. -7-

IN WITNESS WHEREOF, the parties have executed and delivered this Non-Competition Agreement as of the date first written above.
/s/ James Carr -----------------------------JAMES CARR

WESTBROOKE COMMUNITIES, INC., a Florida corporation
By: /s/ James Carr --------------------------Print Name: James Carr ------------------Title: /s/ James Carr -----------------------WESTBROOKE AT WEST LAKE, INC.

IN WITNESS WHEREOF, the parties have executed and delivered this Non-Competition Agreement as of the date first written above.
/s/ James Carr -----------------------------JAMES CARR

WESTBROOKE COMMUNITIES, INC., a Florida corporation
By: /s/ James Carr --------------------------Print Name: James Carr ------------------Title: /s/ James Carr -----------------------WESTBROOKE AT WEST LAKE, INC. a Florida corporation By: /s/ James Carr --------------------------Print Name: /s/ James Carr ------------------Title: President ------------------------

WESTBROOKE AT WINSTON TRAILS, INC. a Florida corporation
By: /s/ James Carr --------------------------Print Name: James Carr ------------------Title: President ------------------------

WESTBROOKE AT PEMBROKE PINES, INC. a Florida corporation
By: /s/ James Carr --------------------------Print Name: James Carr ------------------Title: President ------------------------

WESTBROOKE AT OAK RIDGE, INC. a Florida corporation
By: /s/ James Carr --------------------------Print Name: James Carr ------------------Title: President ------------------------

-8-

THE WESTBROOKE PARTNERSHIP, a Florida partnership By: Westbrooke Communities, Inc., a Florida corporation, its managing general partner
By: /s/ James Carr --------------------------Print Name: James Carr ------------------Title: President ------------------------

WESTBROOKE ACQUISITION CORP. a Florida corporation
By: /s/ Michael K. McCraw --------------------------Print Name: Michael K. McCraw ------------------Title: President ------------------------

-9-

EXHIBIT 10.9 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this "Agreement") is made as of March 1, 2000, effective as of January 1, 2000 (the "Effective Date"), by and between NEWMARK HOME CORPORATION, a Nevada corporation (the "Employer"), and MIKE BECKETT, an individual residing in Missouri City, Texas (the "Employee"). RECITALS The Employer, its divisions, subsidiaries, and other affiliated entities are primarily engaged in the business of constructing single-family residences. The Employer and the Employee entered into an Employment Agreement dated January 1, 1998 (the "Employment Agreement"), the intent and purpose being to specify the terms and conditions of Employee's employment with the Employer. The Employer and the Employee desire to amend the terms and conditions of the employment with the Employer and hereby enter into this Agreement as of the Effective Date. AGREEMENT The parties, intending to be legally bound, agree as follows: 1. DEFINITIONS For the purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 1.

THE WESTBROOKE PARTNERSHIP, a Florida partnership By: Westbrooke Communities, Inc., a Florida corporation, its managing general partner
By: /s/ James Carr --------------------------Print Name: James Carr ------------------Title: President ------------------------

WESTBROOKE ACQUISITION CORP. a Florida corporation
By: /s/ Michael K. McCraw --------------------------Print Name: Michael K. McCraw ------------------Title: President ------------------------

-9-

EXHIBIT 10.9 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this "Agreement") is made as of March 1, 2000, effective as of January 1, 2000 (the "Effective Date"), by and between NEWMARK HOME CORPORATION, a Nevada corporation (the "Employer"), and MIKE BECKETT, an individual residing in Missouri City, Texas (the "Employee"). RECITALS The Employer, its divisions, subsidiaries, and other affiliated entities are primarily engaged in the business of constructing single-family residences. The Employer and the Employee entered into an Employment Agreement dated January 1, 1998 (the "Employment Agreement"), the intent and purpose being to specify the terms and conditions of Employee's employment with the Employer. The Employer and the Employee desire to amend the terms and conditions of the employment with the Employer and hereby enter into this Agreement as of the Effective Date. AGREEMENT The parties, intending to be legally bound, agree as follows: 1. DEFINITIONS For the purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 1. "Agreement"--the Employment Agreement, as amended from time to time, including this Agreement.

EXHIBIT 10.9 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this "Agreement") is made as of March 1, 2000, effective as of January 1, 2000 (the "Effective Date"), by and between NEWMARK HOME CORPORATION, a Nevada corporation (the "Employer"), and MIKE BECKETT, an individual residing in Missouri City, Texas (the "Employee"). RECITALS The Employer, its divisions, subsidiaries, and other affiliated entities are primarily engaged in the business of constructing single-family residences. The Employer and the Employee entered into an Employment Agreement dated January 1, 1998 (the "Employment Agreement"), the intent and purpose being to specify the terms and conditions of Employee's employment with the Employer. The Employer and the Employee desire to amend the terms and conditions of the employment with the Employer and hereby enter into this Agreement as of the Effective Date. AGREEMENT The parties, intending to be legally bound, agree as follows: 1. DEFINITIONS For the purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 1. "Agreement"--the Employment Agreement, as amended from time to time, including this Agreement. "Base Salary"--as defined in Section 3.1(a). "Basic Compensation" means Base Salary and Benefits. "Benefits"--as defined in Section 3.1(b). "Board of Directors" means the board of directors of the Employer. "Confidential Information" means any and all intellectual property of the Employer (or any of its affiliates), including but not limited to: (a) trade secrets concerning the business and affairs of the Employer (or any of its affiliates), product specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current, and planned research and development, current and planned manufacturing or distribution methods and processes, customer lists, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code and

source code), computer software and database technologies, systems, structures, and architectures (and related formulae, compositions, processes, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information), and any other information, however documented, that is a trade secret under federal, state or other applicable law; and (b) information concerning the business and affairs of the Employer (or any of its affiliates) (which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, personnel training and techniques and

source code), computer software and database technologies, systems, structures, and architectures (and related formulae, compositions, processes, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information), and any other information, however documented, that is a trade secret under federal, state or other applicable law; and (b) information concerning the business and affairs of the Employer (or any of its affiliates) (which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, personnel training and techniques and materials), however documented; and (c) notes, analysis, compilations, studies, summaries, and other material prepared by or for the Employer (or any of its affiliates) containing or based, in whole or in part, on any information included in the foregoing. "Disability"-- as defined in Section 4.2. "Effective Date" means the date stated in the first paragraph of this Agreement or, if applicable for the period prior to January 1, 2000, the Effective Date set forth in the Employment Agreement. "Employee Invention" means any idea, invention, technique, modification, process, or improvement (whether patentable or not), any industrial design (whether registerable or not), any mask work, however fixed or encoded, that is suitable to be fixed, embedded or programmed in a semiconductor product (whether recordable or not), and any work of authorship (whether or not copyright protection may be obtained for it) created, conceived, or developed by the Employee, either solely or in conjunction with others, during the Employment Period or at any time prior to the Employment Period that Employee was an employee of Employer, or a period that includes a portion of the Employment Period, that relates in any way to, or is useful in any manner in, the business then being conducted or proposed to be conducted by the Employer, and any such item created by the Employee, either solely or in conjunction with others, following termination of the Employee's employment with the Employer, that is based upon or uses Confidential Information. "Employment Period" means the term of the Employee's employment under this Agreement. "Fiscal Year" means the Employer's fiscal year, as it exists on the Effective Date or as changed from time to time. "For cause"--as defined in Section 4.3. "Person" means any individual, corporation (including any nonprofit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, business trust, association, organization, or governmental body. -2-

"Post-Employment Period"-- as defined in Section 5.2. 2. EMPLOYMENT TERMS AND DUTIES 2.1 EMPLOYMENT The Employer hereby employs the Employee, and the Employee hereby accepts employment by the Employer, upon the terms and conditions set forth in this Agreement. 2.2 TERM The term of the Employee's employment with Employer pursuant to the Employment Agreement commenced on January 1, 1998 and shall continue pursuant to this Agreement on the Effective Date and end on December 31, 2003, unless terminated earlier in accordance with the provisions of Section 4 herein. Employer and Employee may extend the term of this Agreement by execution of a written amendment hereto, setting forth the terms of such extension. If the parties fail to execute such written amendment, but the employment relationship has

"Post-Employment Period"-- as defined in Section 5.2. 2. EMPLOYMENT TERMS AND DUTIES 2.1 EMPLOYMENT The Employer hereby employs the Employee, and the Employee hereby accepts employment by the Employer, upon the terms and conditions set forth in this Agreement. 2.2 TERM The term of the Employee's employment with Employer pursuant to the Employment Agreement commenced on January 1, 1998 and shall continue pursuant to this Agreement on the Effective Date and end on December 31, 2003, unless terminated earlier in accordance with the provisions of Section 4 herein. Employer and Employee may extend the term of this Agreement by execution of a written amendment hereto, setting forth the terms of such extension. If the parties fail to execute such written amendment, but the employment relationship has continued by mutual consent, then the terms of such employment shall be deemed to be on a month-to-month basis. 2.3 DUTIES The Employee served as Senior Vice President of the Employer until December 31, 1999 and will serve as Executive Vice President - Purchasing/Product Development for the Employer as of January 1, 2000 and for the remaining term of this Agreement and will have such duties as are assigned or delegated to the Employee by the Chief Executive Officer of Employer, the Chief Executive Officer's designee, or Employee's immediate supervisor. The Employee will devote his full business time, attention, skill, and energy exclusively to the business of the Employer, will use his best efforts to promote the success of the Employer's business, and will cooperate fully with the management and Board of Directors of Employer in the advancement of the best interests of the Employer. Nothing in this Section 2.3, however, will prevent the Employee from engaging in additional activities in connection with personal investments and community affairs that are not inconsistent with the Employee's duties under this Agreement. If the Employee is elected an officer of any of Employer's affiliates, the Employee will fulfill his duties as such officer without additional compensation. 3. COMPENSATION The compensation and other benefits payable to the Employee under this Agreement shall constitute the full consideration to be paid to the Employee for all services to be rendered by the Employee for the Employer, its divisions, subsidiaries and other affiliated entities. -3-

3.1 BASIC COMPENSATION

3.1 BASIC COMPENSATION (a) The Employee will be paid an annual salary as set forth below ("Base Salary"), which will be payable in equal periodic installments according to the Employer's customary payroll practices, but no less frequently than monthly.
Calendar Year ------------1998 1999 2000 2001 2002 2003 Base Salary ----------$155,000 $170,000 $210,000 $240,000 $270,000 $300,000

(b) The Employee will, during the Employment Period, be permitted to participate in such pension, profit sharing, life insurance, hospitalization, major medical and other employee benefit plans of the Employer that may be in effect from time to time, to the extent Employee is eligible under the terms of those plans (collectively, the "Benefits"). (c) Employee will be eligible to participate in an annual bonus plan, which will be consistent with previous bonus plans, except as agreed to between Employee and Employer at the beginning of each calendar year (the "Bonus Plan"). 4. TERMINATION 4.1 EVENTS OF TERMINATION The Employment Period, the Employee's Basic Compensation, and any and all other rights of the Employee under this Agreement or otherwise as an employee of the Employer will terminate (except as otherwise provided in this Section 4): (a) upon the death of the Employee; (b) upon the disability of the Employee (as defined in Section 4.2) immediately upon notice from either party to the other; (c) for cause (as defined in Section 4.3), immediately upon notice from the Employer to the Employee, or at such later time as such notice may specify; or (d) on December 31, 2003. 4.2 DEFINITION OF DISABILITY For purposes of Section 4.1, the Employee will be deemed to have a "disability" if, for physical or mental reasons, the Employee is unable to perform the essential functions of the Employee's duties under this Agreement for 120 consecutive days, or 180 days during any twelve (12) month period, as determined in accordance with this Section 4.2. The disability of the Employee will be determined by a medical doctor selected by -4-

written agreement of the Employer and the Employee upon the request of either party by notice to the other. If the Employer and the Employee cannot agree on the selection of a medical doctor, each of them will select a medical doctor and the two (2) medical doctors will select a third medical doctor who will determine whether the Employee has a disability. The determination of the medical doctor selected under this Section 4.2 will be binding on both parties. The Employee must submit to a reasonable number of examinations by the medical doctor making the determination of disability under this Section 4.2, and the Employee hereby authorizes the disclosure

written agreement of the Employer and the Employee upon the request of either party by notice to the other. If the Employer and the Employee cannot agree on the selection of a medical doctor, each of them will select a medical doctor and the two (2) medical doctors will select a third medical doctor who will determine whether the Employee has a disability. The determination of the medical doctor selected under this Section 4.2 will be binding on both parties. The Employee must submit to a reasonable number of examinations by the medical doctor making the determination of disability under this Section 4.2, and the Employee hereby authorizes the disclosure and release to the Employer of such determination and all supporting medical records. If the Employee is not legally competent, the Employee's legal guardian or duly authorized attorney-in-fact will act in the Employee's stead, under this Section 4.2, for the purposes of submitting the Employee to the examinations, and providing the authorization of disclosure, required under this Section 4.2. 4.3 DEFINITION OF "FOR CAUSE" For purposes of Section 4.1, the phrase "for cause" means: (a) the commission of fraud, theft, embezzlement, or similar malfeasance involving moral turpitude or the conviction of, or plea of nolo contendere to, any felony; (b) gross negligence, nonfeasance, dishonesty, willful misconduct or substantial failure to perform employment duties in a manner consistent with normal standards of job performance after prior evaluation and warning related to such standards of job performance; or (c) the appropriation (or attempted appropriation) of a material business opportunity of the Employer. 4.4 TERMINATION PAY Effective upon the termination of this Agreement, the Employer will be obligated to pay the Employee (or, in the event of his death, his designated beneficiary as defined below) only such compensation as is provided in this Section 4.4, and in lieu of all other amounts and in settlement and complete release of all claims the Employee may have against the Employer. For purposes of this Section 4.4, the Employee's designated beneficiary will be such individual beneficiary or trust, located at such address, as the Employee may designate by notice to the Employer from time to time or, if the Employee fails to give notice to the Employer of such a beneficiary, the Employee's estate. (a) Termination by the Employer for Cause. If the Employer terminates this Agreement for cause, the Employee will be entitled to receive his accrued, but unpaid, Base Salary only through the date such termination is effective. If the Employer terminates this Agreement for cause, as defined in Section 4.3(a) or 4.3(c), Employee shall forfeit his rights to any payment under any Bonus Plan in which Employee participated at the time of termination, whether or not payments under such Bonus Plan have been accrued by Employer. If the Employer terminates this Agreement for cause, as defined in Section 4.3(b), Employee shall be entitled to receive a pro-rated portion of any payment under any Bonus Plan in which Employee participated at the time of termination, based on the actual days worked by the Employee during the fiscal year on which the Bonus Plan is based. Employee shall not be released from the covenants contained in Section 5 hereof. -5-

(b) Termination upon Disability. If this Agreement is terminated by either party as a result of the Employee's disability, as determined under Section 4.2, the Employer will pay the Employee (i) his Base Salary through the remainder of the calendar month during which such termination is effective and (ii) a pro-rated portion of any payment under any Bonus Plan in which Employee participated at the time of termination, based on the actual days worked by the Employee during the fiscal year on which the Bonus Plan is based. (c) Termination upon Death. If this Agreement is terminated because of the Employee's death, the Employee's estate will be entitled to receive (i) his Base Salary through the end of the calendar month in which his death occurs and (ii) a pro-rated portion of any payment under any Bonus Plan in which Employee participated at the time of termination, based on the actual days worked by the Employee during the fiscal year on which the Bonus Plan is based. (d) Termination on December 31, 2003. If on December 31, 2003, this Agreement terminates because the

(b) Termination upon Disability. If this Agreement is terminated by either party as a result of the Employee's disability, as determined under Section 4.2, the Employer will pay the Employee (i) his Base Salary through the remainder of the calendar month during which such termination is effective and (ii) a pro-rated portion of any payment under any Bonus Plan in which Employee participated at the time of termination, based on the actual days worked by the Employee during the fiscal year on which the Bonus Plan is based. (c) Termination upon Death. If this Agreement is terminated because of the Employee's death, the Employee's estate will be entitled to receive (i) his Base Salary through the end of the calendar month in which his death occurs and (ii) a pro-rated portion of any payment under any Bonus Plan in which Employee participated at the time of termination, based on the actual days worked by the Employee during the fiscal year on which the Bonus Plan is based. (d) Termination on December 31, 2003. If on December 31, 2003, this Agreement terminates because the parties have not extended the Term (as provided in Section 2.2 hereof), the Employee shall be entitled to receive (i) any unpaid Base Salary accrued through December 31, 2003, and (ii) a pro-rated portion of any payment under any Bonus Plan in which Employee participated at the time of termination, based on the actual months worked by the Employee during the fiscal year on which the Bonus Plan is based. Employee shall not be released from the covenants contained in Section 5 hereof; provided however, that Employer shall pay Employee an amount equal to one year's Base Salary. Such amount shall be payable in twelve (12) equal monthly installments, determined by dividing Employee's Base Salary, on the last day of Employee's employment with Employer, by 12, with the first such installment being due and payable on the last day of Employee's employment with Employer, and the remaining installments being due and payable on the same date in each succeeding month. Employer shall have the right, at any time, to release Employee from the covenants contained in Section 5 hereof, at which time Employee's right to receive and Employer's obligation to make any installment payment shall terminate. (e) Termination after December 31, 2003. In the event Employer and Employee agree to continue Employee's employment with Employer after December 31, 2003, pursuant to the terms of Section 2.2 hereof, such employment shall be continued, unless otherwise agreed in writing, on a month-to-month basis and on the same terms and conditions as set forth herein, and may be terminated by Employer (i) at any time upon thirty (30) days notice, or (ii) immediately, provided that Employer shall pay Employee in a lump sum, an amount equal to one (1) month's Base Salary. Employee shall be entitled to receive a pro-rated portion of any payment under any Bonus Plan in which Employee participated at the time of termination, based on the actual months worked by the Employee during the fiscal year on which the Bonus Plan is based. Employee shall not be released from the covenants contained in Section 5 hereof, provided however, that Employer shall pay Employee an amount equal to one year's Base Salary. Such -6-

amount shall be payable in twelve (12) equal monthly installments, determined by dividing Employee's Base Salary, on the last day of Employee's employment with Employer, by 12, with the first such installment being due and payable on the last day of Employee's employment with Employer, and the remaining installments being due and payable on the same date in each succeeding month. Employer shall have the right, at any time, to release Employee from the covenants contained in Section 5 hereof, at which time Employee's right to receive and Employer's obligation to make any installment payment shall terminate. In the event that Employer terminates Employee for cause, as defined in Section 4.3, then the provisions of this Section 4.4(e)(i) and (ii) shall not apply, and Employee will be entitled to receive only his accrued, but unpaid, Base Salary through the date such termination is effective and Employee shall not be released from the covenants contained in Section 5 hereof. If the Employer terminates this Agreement for cause, as defined in Section 4.3(a) or 4.3(c), Employee shall forfeit his rights to any payment under any Bonus Plan in which Employee participated at the time of termination, whether or not payments under such Bonus Plan have been accrued by Employer. If the Employer terminates this Agreement for cause, as defined in Section 4.3(b), Employee shall be entitled to receive a pro-rated portion of any payment under any Bonus Plan in which Employee participated at the time of termination, based on the actual days worked by the Employee during the fiscal year on which the Bonus Plan is based.

amount shall be payable in twelve (12) equal monthly installments, determined by dividing Employee's Base Salary, on the last day of Employee's employment with Employer, by 12, with the first such installment being due and payable on the last day of Employee's employment with Employer, and the remaining installments being due and payable on the same date in each succeeding month. Employer shall have the right, at any time, to release Employee from the covenants contained in Section 5 hereof, at which time Employee's right to receive and Employer's obligation to make any installment payment shall terminate. In the event that Employer terminates Employee for cause, as defined in Section 4.3, then the provisions of this Section 4.4(e)(i) and (ii) shall not apply, and Employee will be entitled to receive only his accrued, but unpaid, Base Salary through the date such termination is effective and Employee shall not be released from the covenants contained in Section 5 hereof. If the Employer terminates this Agreement for cause, as defined in Section 4.3(a) or 4.3(c), Employee shall forfeit his rights to any payment under any Bonus Plan in which Employee participated at the time of termination, whether or not payments under such Bonus Plan have been accrued by Employer. If the Employer terminates this Agreement for cause, as defined in Section 4.3(b), Employee shall be entitled to receive a pro-rated portion of any payment under any Bonus Plan in which Employee participated at the time of termination, based on the actual days worked by the Employee during the fiscal year on which the Bonus Plan is based. (f) Benefits. The Employee's accrual of, or participation in plans providing for, Benefits, will cease at the effective date of the termination of this Agreement, except as otherwise specifically provided in writing in the documentation for any such Benefit. The Employee will not receive, as part of his termination pay pursuant to this Section 4, any payment or other compensation for any vacation, holiday, sick leave, or other leave unused on the date the notice of termination is given under this Agreement, unless Employer's written personnel policies provide otherwise. 5. NON-COMPETITION AND NON-INTERFERENCE 5.1 ACKNOWLEDGMENTS BY THE EMPLOYEE The Employee acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character, and (b) the provisions of this Section 5 are reasonable and necessary to protect the goodwill and other business interests of Employer. -7-

5.2 COVENANTS OF THE EMPLOYEE In consideration of the acknowledgments by the Employee, and in consideration of the compensation and benefits to be paid or provided to the Employee by the Employer, the Employee covenants that he will not, directly or indirectly: (a) during the Employment Period, except in the course of his employment hereunder, and during the PostEmployment Period (as defined below), without the express prior written consent of Employer (as authorized by its board of directors), as owner, officer, director, employee, stockholder, principal, consultant, agent, lender, guarantor, cosigner, investor or trustee of any corporation, partnership, proprietorship, joint venture, association or any other entity of any nature, engage, directly or indirectly, in any business of siting, permitting, developing, constructing, or selling single-family homes in (i) the following counties in the State of Texas: (1) Harris County and all contiguous counties, (2) Travis County and all contiguous counties, (3) Bexar County and all contiguous counties, (4) Dallas County and all contiguous counties, and (5) any county in which Employer has homebuilding activity during the Employment Period, and (ii) the following counties in the State of Tennessee: (1) Williamson County and all contiguous counties, and (2) any county in which Employer engages in business during the Employment Period; provided, however, that the Employee may purchase or otherwise acquire up to (but not more than) one percent (1%) of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934;

5.2 COVENANTS OF THE EMPLOYEE In consideration of the acknowledgments by the Employee, and in consideration of the compensation and benefits to be paid or provided to the Employee by the Employer, the Employee covenants that he will not, directly or indirectly: (a) during the Employment Period, except in the course of his employment hereunder, and during the PostEmployment Period (as defined below), without the express prior written consent of Employer (as authorized by its board of directors), as owner, officer, director, employee, stockholder, principal, consultant, agent, lender, guarantor, cosigner, investor or trustee of any corporation, partnership, proprietorship, joint venture, association or any other entity of any nature, engage, directly or indirectly, in any business of siting, permitting, developing, constructing, or selling single-family homes in (i) the following counties in the State of Texas: (1) Harris County and all contiguous counties, (2) Travis County and all contiguous counties, (3) Bexar County and all contiguous counties, (4) Dallas County and all contiguous counties, and (5) any county in which Employer has homebuilding activity during the Employment Period, and (ii) the following counties in the State of Tennessee: (1) Williamson County and all contiguous counties, and (2) any county in which Employer engages in business during the Employment Period; provided, however, that the Employee may purchase or otherwise acquire up to (but not more than) one percent (1%) of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934; (b) whether for the Employee's own account or for the account of any other person, at any time during the Employment Period (except for the account of Employer and its affiliates) and the Post-Employment Period, solicit business of the same or similar type being carried on by the Employer, from any person known by the Employee to be a customer of the Employer, whether or not the Employee had personal contact with such person during and by reason of the Employee's employment with the Employer; (c) whether for the Employee's own account or the account of any other person (i) at any time during the Employment Period and the Post-Employment Period, solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, any person who is an employee of the Employer, or in any manner induce, or attempt to induce, any employee of the Employer to terminate his employment with the Employer; or (ii) at any time during the Employment Period and Post Employment Period, interfere with the Employer's relationship with any person, including any person, who at any time during the Employment Period, was an employee, contractor, supplier, or customer of the Employer; provided, however, that nothing in this Section 5.2(c)(ii) shall preclude Employee from soliciting or employing any person, who was employed by Employer, after six (6) -8-

months have lapsed from the last date of the former employee's employment with Employer; or (d) at any time during or after the Employment Period, disparage the Employer or any of its shareholders, parents, affiliates, directors, officers, employees, or agents. The term "Post-Employment Period" means the one (1) year period beginning on the date of termination of the Employee's employment with the Employer. If any covenant in this Section 5.2 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Employee. Employee hereby agrees that this covenant is a material and substantial part of this Agreement and that (i) the geographic limitations are reasonable; (ii) the one (1) year term of the covenant is reasonable; and (iii) the covenant is not made for the purpose of limiting competition per se and is reasonably related to a protectable business interest of the Employer.

months have lapsed from the last date of the former employee's employment with Employer; or (d) at any time during or after the Employment Period, disparage the Employer or any of its shareholders, parents, affiliates, directors, officers, employees, or agents. The term "Post-Employment Period" means the one (1) year period beginning on the date of termination of the Employee's employment with the Employer. If any covenant in this Section 5.2 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Employee. Employee hereby agrees that this covenant is a material and substantial part of this Agreement and that (i) the geographic limitations are reasonable; (ii) the one (1) year term of the covenant is reasonable; and (iii) the covenant is not made for the purpose of limiting competition per se and is reasonably related to a protectable business interest of the Employer. The period of time applicable to any covenant in this Section 5.2 will be extended by the duration of any violation by the Employee of such covenant. The Employee will, while the covenant under this Section 5.2 is in effect, give notice to the Employer, within ten (10) days after accepting any other employment, of the identity of the Employee's employer. The Employer may notify such employer that the Employee is bound by this Agreement and, at the Employer's election, furnish such employer with a copy of this Agreement or relevant portions thereof. 6. NON-DISCLOSURE COVENANT; EMPLOYEE INVENTIONS 6.1 ACKNOWLEDGMENTS BY THE EMPLOYEE The Employee acknowledges that (a) during the Employment Period and as a part of his employment, the Employee will be afforded access to Confidential Information; (b) public disclosure of such Confidential Information could have an adverse effect on the Employer and its business; (c) because the Employee possesses substantial technical expertise and skill with respect to the Employer's business, the Employer desires to obtain exclusive ownership of each Employee Invention, and the Employer will be at a substantial competitive disadvantage if it fails to acquire exclusive ownership of each Employee Invention; and (d) the provisions of this Section 6 are reasonable and necessary to prevent the improper use or disclosure of Confidential Information and to provide the Employer with exclusive ownership of all Employee Inventions. -9-

6.2 AGREEMENTS OF THE EMPLOYEE In consideration of the compensation and benefits to be paid or provided to the Employee by the Employer under this Agreement, the Employee covenants as follows: (a) Confidentiality. (i) During and following the Employment Period, the Employee will hold in confidence the Confidential Information and will not disclose it to any person other than in connection with the performance of his duties and obligations hereunder, except with the specific prior written consent of the Employer or except as otherwise expressly permitted by the terms of this Agreement. (ii) Any trade secrets of the Employer will be entitled to all of the protections and benefits under the federal and state trade secret and intellectual property laws and any other applicable law. If any information that the Employer deems to be a trade secret is found by a court of competent jurisdiction not to be a trade secret for purposes of this Agreement, such information will, nevertheless, be considered Confidential Information for purposes of this Agreement. The Employee hereby waives any requirement that the Employer submit proof of the

6.2 AGREEMENTS OF THE EMPLOYEE In consideration of the compensation and benefits to be paid or provided to the Employee by the Employer under this Agreement, the Employee covenants as follows: (a) Confidentiality. (i) During and following the Employment Period, the Employee will hold in confidence the Confidential Information and will not disclose it to any person other than in connection with the performance of his duties and obligations hereunder, except with the specific prior written consent of the Employer or except as otherwise expressly permitted by the terms of this Agreement. (ii) Any trade secrets of the Employer will be entitled to all of the protections and benefits under the federal and state trade secret and intellectual property laws and any other applicable law. If any information that the Employer deems to be a trade secret is found by a court of competent jurisdiction not to be a trade secret for purposes of this Agreement, such information will, nevertheless, be considered Confidential Information for purposes of this Agreement. The Employee hereby waives any requirement that the Employer submit proof of the economic value of any trade secret or post a bond or other security. (iii) None of the foregoing obligations and restrictions applies to any part of the Confidential Information that the Employee demonstrates was or became generally available to the public other than as a result of a disclosure by the Employee. (iv) The Employee will not remove from the Employer's premises (except to the extent such removal is for purposes of the performance of the Employee's duties at home or while traveling, or except as otherwise specifically authorized by the Employer) any document, record, notebook, plan, model, component, device, or computer software or code, whether embodied in a disk or in any other form belonging to the Employer or used in Employer's business (collectively, the "Proprietary Items"). The Employee recognizes that, as between the Employer and the Employee, all of the Proprietary Items, whether or not developed by the Employee, are the exclusive property of the Employer. Upon termination of this Agreement, or upon the request of the Employer during the Employment Period, the Employee will return to the Employer all of the Proprietary Items in the Employee's possession or subject to the Employee's control, and the Employee shall not retain any copies, abstracts, sketches, or other physical embodiment of any of the Proprietary Items. -10-

(b) Employee Inventions. Each Employee Invention will belong exclusively to the Employer. The Employee acknowledges that all of the Employee's writing, works of authorship and other Employee Inventions are works made for hire and the property of the Employer, including any copyrights, patents, or other intellectual property rights pertaining thereto. If it is determined that any such works are not works made for hire, the Employee hereby assigns to the Employer all of the Employee's right, title, and interest, including all rights of copyright, patent, and other intellectual property rights, to or in such Employee Inventions. The Employee covenants that he will promptly: (i) disclose to the Employer in writing any Employee Invention; (ii) assign to the Employer or to a party designated by the Employer, at the Employer's request and without additional compensation, all of the Employee's right to the Employee Invention for the United States and all foreign jurisdictions; (iii) execute and deliver to the Employer such applications, assignments, and other documents as the Employer may request in order to apply for and obtain patents or other registrations with respect to any Employee Invention in the United States and any foreign jurisdictions; (iv) sign all other papers necessary to carry out the above obligations; and (v) give testimony and render any other assistance but without expense to the Employee in support of the

(b) Employee Inventions. Each Employee Invention will belong exclusively to the Employer. The Employee acknowledges that all of the Employee's writing, works of authorship and other Employee Inventions are works made for hire and the property of the Employer, including any copyrights, patents, or other intellectual property rights pertaining thereto. If it is determined that any such works are not works made for hire, the Employee hereby assigns to the Employer all of the Employee's right, title, and interest, including all rights of copyright, patent, and other intellectual property rights, to or in such Employee Inventions. The Employee covenants that he will promptly: (i) disclose to the Employer in writing any Employee Invention; (ii) assign to the Employer or to a party designated by the Employer, at the Employer's request and without additional compensation, all of the Employee's right to the Employee Invention for the United States and all foreign jurisdictions; (iii) execute and deliver to the Employer such applications, assignments, and other documents as the Employer may request in order to apply for and obtain patents or other registrations with respect to any Employee Invention in the United States and any foreign jurisdictions; (iv) sign all other papers necessary to carry out the above obligations; and (v) give testimony and render any other assistance but without expense to the Employee in support of the Employer's rights to any Employee Invention. 6.3 DISPUTES OR CONTROVERSIES The Employee recognizes that should a dispute or controversy arising from or relating to this Agreement be submitted for adjudication to any court, arbitration panel, or other third party, the preservation of the secrecy of Confidential Information may be jeopardized. All pleadings, documents, testimony, and records relating to any such adjudication will be maintained in secrecy and will be available for inspection by the Employer, the Employee, and their respective attorneys and experts, who will agree, in advance and in writing, to receive and maintain all such information in secrecy, except as may be limited by them in writing. 7. GENERAL PROVISIONS 7.1 INJUNCTIVE RELIEF AND ADDITIONAL REMEDY The Employee acknowledges that the injury that would be suffered by the Employer as a result of a breach of the provisions of this Agreement (including any provision of Sections 5 and 6) would be irreparable and that an award of monetary damages to the Employer for such a breach would be an inadequate remedy. Consequently, the Employer will have the right, in addition to any other rights it may have, to obtain -11-

injunctive relief to restrain any breach or threatened breach or otherwise to specifically enforce any provision of this Agreement. Without limiting the Employer's rights under this Section 7 or any other remedies of the Employer, if the Employee breaches any of the provisions of Sections 5 and 6 and such breach is proven in a court of competent jurisdiction, the Employer will have the right to cease making any payments otherwise due to the Employee under this Agreement. 7.2 COVENANTS OF SECTIONS 5 AND 6 ARE ESSENTIAL AND INDEPENDENT COVENANTS The covenants by the Employee in Sections 5 and 6 are essential elements of this Agreement, and without the Employee's agreement to comply with such covenants, the Employer would not have entered into this Agreement or continued the employment of the Employee. The Employer and the Employee have independently consulted their respective counsel and have been advised in all respects concerning the reasonableness and propriety of such covenants, with specific regard to the nature of the business conducted by the Employer.

injunctive relief to restrain any breach or threatened breach or otherwise to specifically enforce any provision of this Agreement. Without limiting the Employer's rights under this Section 7 or any other remedies of the Employer, if the Employee breaches any of the provisions of Sections 5 and 6 and such breach is proven in a court of competent jurisdiction, the Employer will have the right to cease making any payments otherwise due to the Employee under this Agreement. 7.2 COVENANTS OF SECTIONS 5 AND 6 ARE ESSENTIAL AND INDEPENDENT COVENANTS The covenants by the Employee in Sections 5 and 6 are essential elements of this Agreement, and without the Employee's agreement to comply with such covenants, the Employer would not have entered into this Agreement or continued the employment of the Employee. The Employer and the Employee have independently consulted their respective counsel and have been advised in all respects concerning the reasonableness and propriety of such covenants, with specific regard to the nature of the business conducted by the Employer. The Employee's covenants in Sections 5 and 6 and 6 are independent covenants and the existence of any claim by the Employee against the Employer under this Agreement or otherwise will not excuse the Employee's breach of any covenant in Sections 5 or 6. If the Employee's employment hereunder expires or is terminated, this Agreement will continue in full force and effect as is necessary or appropriate to enforce the covenants and agreements of the Employee in Sections 5 and 6. 7.3 LEGAL RECOURSE Employee further agrees that these covenants are made to protect the legitimate business interests of the Employer. Employee understands as a part of these covenants that the Employer intends to exercise whatever legal recourse against him for any breach of this Agreement and in particular, for any breach of these covenants. 8. GENERAL PROVISIONS 8.1 WAIVER The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither the failure nor any delay by either party in exercising any right, power, or privilege under this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. To the maximum extent permitted by applicable law, (a) no claim or right arising out of this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other party; (b) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on one party -12-

will be deemed to be a waiver of any obligation of such party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement. 8.2 BINDING EFFECT; DELEGATION OF DUTIES PROHIBITED This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective successors, assigns, heirs, and legal representatives, including any entity with which the Employer may merge or consolidate or to which all or substantially all of its assets may be transferred. The duties and covenants of the Employee under this Agreement, being personal, may not be delegated. 8.3 NOTICES All notices, consents, waivers, and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) sent by

will be deemed to be a waiver of any obligation of such party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement. 8.2 BINDING EFFECT; DELEGATION OF DUTIES PROHIBITED This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective successors, assigns, heirs, and legal representatives, including any entity with which the Employer may merge or consolidate or to which all or substantially all of its assets may be transferred. The duties and covenants of the Employee under this Agreement, being personal, may not be delegated. 8.3 NOTICES All notices, consents, waivers, and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) sent by facsimile (with written confirmation of receipt), provided that a copy is mailed by certified mail, return receipt requested, or (c) when received by the addressee, if sent by a nationally recognized overnight delivery service, in each case to the appropriate addresses and facsimile numbers set forth below (or to such other addresses and facsimile numbers as a party may designate by notice to the other parties): If to Employer: Newmark Home Corporation 1200 Soldiers Field Drive Sugar Land, TX 77479 Facsimile No.: 281/243-0132 With a copy to: Holly A. Hubenak Technical Olympic USA, Inc. 1200 Soldiers Field Drive Sugar Land, TX 77479 Facsimile No.: 281/243-0116 If to the Employee: Mike Beckett 4731 Diamond Spring Missouri City, Texas 77459 -13-

8.4 ENTIRE AGREEMENT; AMENDMENTS Employee and Employer have entered into a Mutual Agreement to Arbitrate Claims (the "Arbitration Agreement") incorporated herein for all purposes as if set forth in full. This Agreement, together with the Arbitration Agreement, contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, between the parties hereto with respect to the subject matter hereof, including, but not limited to, the Employment Agreement dated November 1, 1996 between Employer and Employee. This Agreement may not be amended orally, but only by an agreement in writing signed by the parties hereto. 8.5 GOVERNING LAW This Agreement will be governed by the laws of the State of Texas without regard to conflicts of laws principles. 8.6 SEVERABILITY

8.4 ENTIRE AGREEMENT; AMENDMENTS Employee and Employer have entered into a Mutual Agreement to Arbitrate Claims (the "Arbitration Agreement") incorporated herein for all purposes as if set forth in full. This Agreement, together with the Arbitration Agreement, contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, between the parties hereto with respect to the subject matter hereof, including, but not limited to, the Employment Agreement dated November 1, 1996 between Employer and Employee. This Agreement may not be amended orally, but only by an agreement in writing signed by the parties hereto. 8.5 GOVERNING LAW This Agreement will be governed by the laws of the State of Texas without regard to conflicts of laws principles. 8.6 SEVERABILITY If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first above written. "EMPLOYER" NEWMARK HOME CORPORATION
/s/ Lonnie M. Fedrick --------------------------------------Name: Lonnie M. Fedrick Title: President/Chief Executive Officer By:

"EMPLOYEE"
/s/ Mike Beckett ------------------------------------------MIKE BECKETT

-14-

EXHIBIT 10.10 TAX ALLOCATION AGREEMENT This Tax Allocation Agreement, made this 15th day of March, 2000, by and between Technical Olympic USA, Inc., a Delaware corporation ("Parent"), Newmark Homes Corp., a Nevada corporation and its wholly-owned subsidiaries and affiliates, whether presently existing or hereafter acquired (individually as "Subsidiary" and collectively as "Subsidiaries"), for the taxable years commencing on and after December 15, 1999. Whereas, Parent, Subsidiaries, and any other corporation which together with Parent form an affiliated group (the "Group") within the meaning of Section 1504(a) of the Internal Revenue Code ("Code") desire to file a consolidated Federal income tax return for the taxable period beginning December 16, 1999 and ending December 31, 1999, and for any subsequent taxable period for which the Group is required or permitted to file a consolidated tax return; and

EXHIBIT 10.10 TAX ALLOCATION AGREEMENT This Tax Allocation Agreement, made this 15th day of March, 2000, by and between Technical Olympic USA, Inc., a Delaware corporation ("Parent"), Newmark Homes Corp., a Nevada corporation and its wholly-owned subsidiaries and affiliates, whether presently existing or hereafter acquired (individually as "Subsidiary" and collectively as "Subsidiaries"), for the taxable years commencing on and after December 15, 1999. Whereas, Parent, Subsidiaries, and any other corporation which together with Parent form an affiliated group (the "Group") within the meaning of Section 1504(a) of the Internal Revenue Code ("Code") desire to file a consolidated Federal income tax return for the taxable period beginning December 16, 1999 and ending December 31, 1999, and for any subsequent taxable period for which the Group is required or permitted to file a consolidated tax return; and Whereas, Parent and Subsidiaries wish to preserve the economic rights and privileges which would accrue to each from the filing of separate Federal income tax returns and, further, wish to set forth their agreement regarding those rights and privileges, in writing: Now, therefore, Parent and Subsidiaries hereby agree as follows: I. Consolidated Return A. It would be to the mutual advantage to the parties hereto, and could result in a smaller aggregate Federal income tax liability for all parties, if a consolidated Federal income tax return is filed which will include any subsidiary and affiliate of the parties in accordance with the terms of the Code and related Income Tax Regulations ("Regulations"). B. Parent and Subsidiaries shall file consents and other documents and take such action as may be necessary to file and to continue to file a consolidated tax return for the Group. C. Parent and Subsidiaries shall cause any corporation which hereafter becomes an affiliate of any of them and a member of the Group to join in this Agreement. D. Parent and Subsidiaries shall maintain, and shall cause any subsidiaries subsequently formed or acquired to maintain, concurrent fiscal years. E. Parent shall make all elections under the consolidated return Regulations or required to be made for the consolidated Group and shall approve all elections made with respect to each member of the Group.

II. Calculation of Individual Corporate Income Tax Liability A. Beginning with the period beginning December 16, 1999 and ending December 31, 1999 and for each tax year thereafter, each member of the Group will calculate its Federal income tax liability as if it were to file a separate Federal income tax return for such period. B. In so computing the individual Federal income tax liability of each member of the Group: (1) Except as otherwise provided herein, "separate company taxable income" shall be determined as if Parent and each Subsidiary were filing a separate tax return, and the term will not have the same meaning as set forth in Section 1.1502-12 of the Regulations; (2) Any dividends received by Parent from Subsidiaries, or by one Subsidiary from another, will be assumed to qualify for the 100% dividend received deduction of Code Section 243, or shall be eliminated from the calculation of separate company taxable income in accordance with Regulation 1.1502-14(a)(1):

II. Calculation of Individual Corporate Income Tax Liability A. Beginning with the period beginning December 16, 1999 and ending December 31, 1999 and for each tax year thereafter, each member of the Group will calculate its Federal income tax liability as if it were to file a separate Federal income tax return for such period. B. In so computing the individual Federal income tax liability of each member of the Group: (1) Except as otherwise provided herein, "separate company taxable income" shall be determined as if Parent and each Subsidiary were filing a separate tax return, and the term will not have the same meaning as set forth in Section 1.1502-12 of the Regulations; (2) Any dividends received by Parent from Subsidiaries, or by one Subsidiary from another, will be assumed to qualify for the 100% dividend received deduction of Code Section 243, or shall be eliminated from the calculation of separate company taxable income in accordance with Regulation 1.1502-14(a)(1): (3) Gain or loss on intercompany transactions, whether deferred or not, shall be treated by each member of the Group in the manner required by Regulation 1.1502-13: (4) Limitations on the calculation of a deduction, the utilization of credits, or the calculation of a liability shall be made on a consolidated basis. Accordingly, the limitations provided in Code Sections 170(b)(2), 172(b)(2), 38 (c), 53(c) and similar limitations shall be applied on a consolidated basis; (5) The corporate alternative minimum tax ("AMT") imposed in Code Section 55 and AMT limitations and adjustments provided in Code Sections 56 through 59, shall be determined on a consolidated basis; (6) The amounts in each taxable income bracket in the tax table in Code Section 11(b) shall be allocated in any given year to members of the Group as Parent shall elect. Such election shall be made on an annual basis and shall be binding upon all parties to this Agreement; and (7) In calculating any carryback or carryover of net operating losses, adjustments shall be made to such prior and/or subsequent year's separate company tax liability as determined under Code Section 172(b). 2

III. Liability for Tax Payments A. Parent will pay the Federal income tax liabilities of the Group for any period in which the Group is required to file a consolidated Federal income tax return. B. If any Subsidiary would be subject to Federal income tax if it filed a separate Federal income tax return, that Subsidiary shall pay to Parent that sum which shall result from the calculations required by Paragraph II above. C. If any Subsidiary would be entitled to a refund of Federal income tax if it filed a separate Federal income tax return, Parent shall pay that Subsidiary that sum which shall result from the calculation required by Paragraph II above. No payments shall be made if currently generated losses or credits of any Subsidiary reduce the current tax liability of the consolidated Group until the Subsidiary can utilize the loss or credits against its separate company taxable income by way of a carryback or carryforward. In the event that a Subsidiary's separate company taxable income is a loss in any given year as calculated under Paragraph II, the Subsidiary will first offset this loss against prior years' taxable income. If the loss is greater than prior years' taxable income, the excess will be carried forward against future years' taxable income. The tax repayment from Parent to Subsidiary under this paragraph will be calculated on the amount of the loss carried back to prior years, and no further amount will be payable by Subsidiary to Parent until the losses carried forward are fully utilized against the Subsidiary's future years' income. D. With the exception of payment provided for under subparagraphs B and C of this Paragraph III, neither Parent nor any Subsidiary shall pay or credit any amount to the other hereunder, even though the Federal income

III. Liability for Tax Payments A. Parent will pay the Federal income tax liabilities of the Group for any period in which the Group is required to file a consolidated Federal income tax return. B. If any Subsidiary would be subject to Federal income tax if it filed a separate Federal income tax return, that Subsidiary shall pay to Parent that sum which shall result from the calculations required by Paragraph II above. C. If any Subsidiary would be entitled to a refund of Federal income tax if it filed a separate Federal income tax return, Parent shall pay that Subsidiary that sum which shall result from the calculation required by Paragraph II above. No payments shall be made if currently generated losses or credits of any Subsidiary reduce the current tax liability of the consolidated Group until the Subsidiary can utilize the loss or credits against its separate company taxable income by way of a carryback or carryforward. In the event that a Subsidiary's separate company taxable income is a loss in any given year as calculated under Paragraph II, the Subsidiary will first offset this loss against prior years' taxable income. If the loss is greater than prior years' taxable income, the excess will be carried forward against future years' taxable income. The tax repayment from Parent to Subsidiary under this paragraph will be calculated on the amount of the loss carried back to prior years, and no further amount will be payable by Subsidiary to Parent until the losses carried forward are fully utilized against the Subsidiary's future years' income. D. With the exception of payment provided for under subparagraphs B and C of this Paragraph III, neither Parent nor any Subsidiary shall pay or credit any amount to the other hereunder, even though the Federal income tax liability of the Group may have been reduced by reason of the inclusion of a particular Subsidiary as a member of the Group. E. Payments to Parent by any Subsidiary must not include any deferred tax liability incurred by the Subsidiary. F. Notwithstanding anything to the contrary stated herein, Parent shall indemnify Subsidiaries on an after-tax basis (taking into account, when realized, any tax detriment or tax benefit to Subsidiaries of (i) a payment hereunder or (ii) the liability to the Internal Revenue Service giving rise to such a payment), with respect to and in the amount of: (1) Any liability for Federal income tax incurred by Subsidiary or any subsidiary of Subsidiary for any taxable year with respect to which Subsidiary is included in the Parent's consolidated Federal income tax return; provided that Subsidiary shall have made payments to Parent as provided in this Agreement in complete satisfaction of the Subsidiary's individual corporate income tax liability for such taxable year; 3

(2) Any liability for Federal income tax incurred by a Subsidiary or any subsidiary of Subsidiary to the extent attributable to any member of the Group (other than Subsidiary or any subsidiary of Subsidiary) and for which Subsidiary or such subsidiary is liable as a result of being included in a consolidated Federal income tax return of the Group; and (3) Interest, penalties and additions to tax, and costs and expenses in connection with any liabilities described in subsections (1) or (2), above. Parent shall pay to Subsidiary amounts due under subsections (1), (2), or (3) to the extent such amounts are related to amounts under subsections (1), (2) or (3) above, no later than seven (7) days after the date of a final determination with respect thereto; provided, however, that no such indemnification shall be made to the extent that Subsidiary has failed to make a payment to Parent under the provisions of this Agreement. IV. Method and Time of Payment Payments by Parent of consolidated estimated Federal income tax for the consolidated Group at the normal quarterly due dates will be reimbursed by the Subsidiaries at those quarterly due dates. Each Subsidiary shall make/receive these quarterly payments/receipts of estimated tax liability/repayment on account to/from Parent

(2) Any liability for Federal income tax incurred by a Subsidiary or any subsidiary of Subsidiary to the extent attributable to any member of the Group (other than Subsidiary or any subsidiary of Subsidiary) and for which Subsidiary or such subsidiary is liable as a result of being included in a consolidated Federal income tax return of the Group; and (3) Interest, penalties and additions to tax, and costs and expenses in connection with any liabilities described in subsections (1) or (2), above. Parent shall pay to Subsidiary amounts due under subsections (1), (2), or (3) to the extent such amounts are related to amounts under subsections (1), (2) or (3) above, no later than seven (7) days after the date of a final determination with respect thereto; provided, however, that no such indemnification shall be made to the extent that Subsidiary has failed to make a payment to Parent under the provisions of this Agreement. IV. Method and Time of Payment Payments by Parent of consolidated estimated Federal income tax for the consolidated Group at the normal quarterly due dates will be reimbursed by the Subsidiaries at those quarterly due dates. Each Subsidiary shall make/receive these quarterly payments/receipts of estimated tax liability/repayment on account to/from Parent based on the Subsidiary's separate company taxable income calculated under Paragraph II above, as of the close of the appropriate quarter. As soon as the Group's consolidated tax liability for the year is determined, such Subsidiary shall make/receive payment to/from Parent pursuant to Paragraph III above, less amounts already paid for estimated tax. V. Adjustment of Tax Liability In the event of any adjustment of the tax liability shown on the Federal income tax returns of the Group, by reason of the filing of an amended return or claim for refund, or arising out of an audit by a taxing authority, the liability of Parent and any Subsidiary hereunder shall be predetermined after fully giving effect to such adjustment as if such adjustment had been made as part of the original computation. VI. Earnings and Profits Adjustments This Agreement is not intended to establish the method by which the earnings and profits of each member of the Group will be determined. Parent reserves the right to elect the method for allocating tax liability for the purposes of determining earnings and profits as set forth in Income Tax Regulations Sections 1.1552-1(a) and 1.1502-33 (d). VII. Financial Statement Tax Provision In consolidated financial statements of Parent and its Subsidiaries, the financial reporting policy for tax provision allocations shall be based upon a separate entity. The difference between the separate tax return basis and the consolidated financial reporting allocation basis shall be charged or credited to Parent's separate tax provision. 4

VIII. Successors Assigns The provisions and terms of this Agreement shall be binding on and inure to the benefit of any successor, by merger, acquisition of assets or otherwise, or any of the parties hereto. IX. New Members If, at any time, any other company becomes a member of the Group, the parties hereto agree that such member may become a party to this Agreement by executing a duplicate copy of this Agreement. Unless otherwise specified, such named member shall have all the rights and obligations of a Subsidiary under this Agreement. X. Duration

VIII. Successors Assigns The provisions and terms of this Agreement shall be binding on and inure to the benefit of any successor, by merger, acquisition of assets or otherwise, or any of the parties hereto. IX. New Members If, at any time, any other company becomes a member of the Group, the parties hereto agree that such member may become a party to this Agreement by executing a duplicate copy of this Agreement. Unless otherwise specified, such named member shall have all the rights and obligations of a Subsidiary under this Agreement. X. Duration Unless earlier terminated by mutual agreement of the parties, this Agreement shall remain in effect with respect to any tax year for which consolidated tax returns are filed by the Group. Notwithstanding the termination of this Agreement, its provisions will remain in effect with respect to any period of time during the tax year in which termination occurs, for which the income of the terminating party must be included in the consolidated return. The preceding sentence shall not be construed, however, to require a Subsidiary to contribute to consolidated tax liability for any period for which it files a separate return. Allocations of consolidated tax liability shall be made hereunder only for periods covered by a consolidated Federal income tax return. XI. General All material including, but not limited to, returns, supporting schedules, workpapers, correspondence and other documents relating to the consolidated Federal income tax return shall be made available to any party to this Agreement during regular business hours. This Agreement contains the entire agreement of the parties and there are no agreements, representations, or warranties not contained herein. This Agreement may not be modified or amended except by written instrument executed with the same formality as this Agreement. 5

In Witness Whereof, the parties hereto have caused their names to be subscribed and executed by their respective authorized officers on the dates indicated, effective as of the date first written above. TECHNICAL OLYMPIC USA, INC.
By: /s/ Tommy L. McAden Date: March 20, 2000 Name: Tommy L. McAden Title: Vice President and Chief Financial Officer

NEWMARK HOMES CORP.
By: /s/ Lonnie M. Fedrick Date: March 22, 2000 Name: Lonnie M. Fedrick Title: President and Chief Executive Officer

6

JOINDER IN TAX ALLOCATION AGREEMENT

In Witness Whereof, the parties hereto have caused their names to be subscribed and executed by their respective authorized officers on the dates indicated, effective as of the date first written above. TECHNICAL OLYMPIC USA, INC.
By: /s/ Tommy L. McAden Date: March 20, 2000 Name: Tommy L. McAden Title: Vice President and Chief Financial Officer

NEWMARK HOMES CORP.
By: /s/ Lonnie M. Fedrick Date: March 22, 2000 Name: Lonnie M. Fedrick Title: President and Chief Executive Officer

6

JOINDER IN TAX ALLOCATION AGREEMENT The undersigned entity hereby joins in the Tax Allocation Agreement dated ____________ by and among Technical Olympic USA, Inc. and Newmark Homes Corp. and such of their affiliates, whether presently existing or hereafter acquired, as are or shall be part of the Group for taxable years commencing on or after December 15, 1999. A copy of the Tax Allocation Agreement is attached hereto as Exhibit A. Dated effective the ____________________. SUBSIDIARY By: Name: Title: 7

EXIHIBIT 11.1 NEWMARK HOMES CORP. AND SUBSIDIARIES COMPUTATION OF EARNINGS PER COMMON SHARE (DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
PERIOD FROM DECEMBER 16, 1999 TO DECEMBER 31, 1999 -----------PRIMARY EARNINGS: Net income ........................................................... Effect of dilutive securities - 1998 Tandem Stock Option Plan ........ Net income applicable to common stock ................................ Shares: Weighted average number of common shares outstanding ................. 2,648 0 -----------$ 2,648 ============ 11,500,000 $ PERIOD FROM JANUARY 1, 1999 TO DECEMBER 15, 1999 -----------14,737 0 -----------$ 14,737 ============ 11,500,000 $

DE -$ -$ ==

JOINDER IN TAX ALLOCATION AGREEMENT The undersigned entity hereby joins in the Tax Allocation Agreement dated ____________ by and among Technical Olympic USA, Inc. and Newmark Homes Corp. and such of their affiliates, whether presently existing or hereafter acquired, as are or shall be part of the Group for taxable years commencing on or after December 15, 1999. A copy of the Tax Allocation Agreement is attached hereto as Exhibit A. Dated effective the ____________________. SUBSIDIARY By: Name: Title: 7

EXIHIBIT 11.1 NEWMARK HOMES CORP. AND SUBSIDIARIES COMPUTATION OF EARNINGS PER COMMON SHARE (DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
PERIOD FROM DECEMBER 16, 1999 TO DECEMBER 31, 1999 -----------PRIMARY EARNINGS: Net income ........................................................... Effect of dilutive securities - 1998 Tandem Stock Option Plan ........ Net income applicable to common stock ................................ Shares: Weighted average number of common shares outstanding ................. Effect of dilutive securities - 1998 Tandem Stock Option Plan ........ Weighted average number of common share outstanding as adjusted ...... Primary earnings per common share: Net Income ........................................................... FULLY DILUTED EARNINGS: Net Income ........................................................... Effect of dilutive securities - 1998 Tandem Stock Option Plan ........ Net income applicable to common stock ................................ Shares Weighted average number of common shares outstanding ................. Effect of dilutive securities - 1998 Tandem Stock Option Plan ........ Weighted average number of common share outstanding as adjusted ...... Fully diluted earnings per common share: Net income ........................................................... 2,648 0 -----------$ 2,648 ============ 11,500,000 0 -----------11,500,000 ============ $ 0.23 ============ 2,648 0 -----------$ 2,648 ============ 11,500,000 0 -----------11,500,000 ============ $ 0.23 ============ $ $ PERIOD FROM JANUARY 1, 1999 TO DECEMBER 15, 1999 -----------14,737 0 -----------$ 14,737 ============ 11,500,000 0 -----------11,500,000 ============ $ 1.28 ============ 14,737 0 -----------$ 14,737 ============ 11,500,000 0 -----------11,500,000 ============ $ 1.28 ============ $ $

DE -$ -$ ==

-== $ == $ -$ ==

-== $ ==

EXIHIBIT 11.1 NEWMARK HOMES CORP. AND SUBSIDIARIES COMPUTATION OF EARNINGS PER COMMON SHARE (DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
PERIOD FROM DECEMBER 16, 1999 TO DECEMBER 31, 1999 -----------PRIMARY EARNINGS: Net income ........................................................... Effect of dilutive securities - 1998 Tandem Stock Option Plan ........ Net income applicable to common stock ................................ Shares: Weighted average number of common shares outstanding ................. Effect of dilutive securities - 1998 Tandem Stock Option Plan ........ Weighted average number of common share outstanding as adjusted ...... Primary earnings per common share: Net Income ........................................................... FULLY DILUTED EARNINGS: Net Income ........................................................... Effect of dilutive securities - 1998 Tandem Stock Option Plan ........ Net income applicable to common stock ................................ Shares Weighted average number of common shares outstanding ................. Effect of dilutive securities - 1998 Tandem Stock Option Plan ........ Weighted average number of common share outstanding as adjusted ...... Fully diluted earnings per common share: Net income ........................................................... 2,648 0 -----------$ 2,648 ============ 11,500,000 0 -----------11,500,000 ============ $ 0.23 ============ 2,648 0 -----------$ 2,648 ============ 11,500,000 0 -----------11,500,000 ============ $ 0.23 ============ $ $ PERIOD FROM JANUARY 1, 1999 TO DECEMBER 15, 1999 -----------14,737 0 -----------$ 14,737 ============ 11,500,000 0 -----------11,500,000 ============ $ 1.28 ============ 14,737 0 -----------$ 14,737 ============ 11,500,000 0 -----------11,500,000 ============ $ 1.28 ============ $ $

DE -$ -$ ==

-== $ == $ -$ ==

-== $ ==

EXIHIBIT 12.1 NEWMARK HOMES CORP. AND SUBSIDIARIES COMPUTATION OF RATIO EARNINGS TO FIXED CHARGES (DOLLARS IN THOUSANDS)
PERIOD FROM DECEMBER 16, 1999 TO DECEMBER 31, 1999 -----------FIXED CHARGES: Interest Expense ................................................ Interest included in cost of sales .............................. Rental Expense (1) .............................................. Total fixed charges before capitalization interest and preferred stock dividends of subsidiaries ....................... Preferred stock dividends of subsidiaries ............................ PERIOD FROM JANUARY 1, 1999 TO DECEMBER 15, 1999 ------------

DE --

124 428 0 -----------$ 552 0

$

1,721 9,836 0 -----------$ 11,557 0

$

$

-$

EXIHIBIT 12.1 NEWMARK HOMES CORP. AND SUBSIDIARIES COMPUTATION OF RATIO EARNINGS TO FIXED CHARGES (DOLLARS IN THOUSANDS)
PERIOD FROM DECEMBER 16, 1999 TO DECEMBER 31, 1999 -----------FIXED CHARGES: Interest Expense ................................................ Interest included in cost of sales .............................. Rental Expense (1) .............................................. Total fixed charges before capitalization interest and preferred stock dividends of subsidiaries ....................... Preferred stock dividends of subsidiaries ............................ Capitalized interest ................................................. Total fixed charges ............................................. EARNINGS AVAILABLE FOR FIXED CHARGES: Earnings (2) ......................................................... Less undistributed income in minority owned companies ................ Add fixed charges before capitalized interest and preferred stock dividends of subsidiaries ................................. Total earnings available for fixed charges ........................... PERIOD FROM JANUARY 1, 1999 TO DECEMBER 15, 1999 ------------

DE --

124 428 0 -----------552 0 31 -----------$ 583 ============ 4,147 0 552 -----------$ 4,699 ============ 8.06 ============ $

$

1,721 9,836 0 -----------11,557 0 719 -----------$ 12,276 ============ $ 22,939 0 $

$

$

-$

-$ == $

11,557 -----------$ 34,496 ============ 2.81 ============

-$ ==

Ratio of earnings to fixed charges (1) ...............................

==

(1) The ratio of earnings to fixed charges has been computed based on the Company's continuing operations by dividing total earnings available for fixed charges, excluding capitalized interest and preferred stock dividends of subsidiaries, by total fixed charges. Fixed charges consist of interest, including capitalized interest and preferred stock dividends of subsidiaries, and that portion of rental expense representative of the interest factor. (2) Earnings reflect income before taxes.

EXHIBIT 21.1 NEWMARK HOMES CORP. AND SUBSIDIARIES LIST OF SUBSIDIARIES
CORPORATE NAME OF SUBSIDIARY --------------------------------Newmark Home Corporation Newmark Finance Corporation Newmark Finance Affiliate, Ltd. NHC Homes, Inc. Newmark Homes, L.P. STATE INCORPORATED -----------------Nevada Texas Texas Nevada Texas Fedrick, Harris Estate Homes, Newmark Homes, ASSUMED NAME USED ----------------------------Fedrick, Harris Estate Homes

EXHIBIT 21.1 NEWMARK HOMES CORP. AND SUBSIDIARIES LIST OF SUBSIDIARIES
CORPORATE NAME OF SUBSIDIARY --------------------------------Newmark Home Corporation Newmark Finance Corporation Newmark Finance Affiliate, Ltd. NHC Homes, Inc. Newmark Homes, L.P. STATE INCORPORATED -----------------Nevada Texas Texas Nevada Texas Fedrick, Harris Estate Homes, Newmark Homes, Marksman Homes ASSUMED NAME USED ----------------------------Fedrick, Harris Estate Homes

NMH Investments, Inc. The Adler Companies, Inc. Adler Realty Co. ADRO Const., Inc. TAP Acquisition Co. Twin Acres Partnership Pacific United Development Corp. PUDC, Inc. Pacific United, L.P. Silverlake Interests, L.C. Westbrooke Acquisition Corp. Westbrooke at Oak Ridge, Inc. Westbrooke at Pembroke Pines, Inc. Westbrooke at West Lake, Inc. Westbrooke at Winston Trails, Inc. Westbrooke Communities, Inc. The Westbrooke Companies, Inc. The Westbrooke Partnership

Nevada Florida Florida Florida Florida Florida Nevada Nevada Texas Texas Florida Florida Florida Florida Florida Florida Florida Florida

ARTICLE 5 This schedule contains summary financial information extracted from the Consolidated Financial Statements of the Registrant for the year ended December 31, 1999 and is qualified in its entirety by reference to such Consolidated Financial Statements contained in the Registrant's annual report on Form 10-K for the year ended December 31, 1999.

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY

YEAR DEC 31 1999 JAN 01 1999 DEC 31 1999 8,080 0 9,206 0 255,576

ARTICLE 5 This schedule contains summary financial information extracted from the Consolidated Financial Statements of the Registrant for the year ended December 31, 1999 and is qualified in its entirety by reference to such Consolidated Financial Statements contained in the Registrant's annual report on Form 10-K for the year ended December 31, 1999.

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED

YEAR DEC 31 1999 JAN 01 1999 DEC 31 1999 8,080 0 9,206 0 255,576 272,862 5,946 0 328,892 36,639 163,853 115 0 0 109,503 328,892 491,714 491,714 411,011 411,011 53,561 0 1,845 27,086 9,701 17,385 0 0 0 17,385 1.51 1.51