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                                                                   Exhibit 10.39

                               KEEP-WELL AGREEMENT



To:      Guaranty Bank. as Lender
         8333 Douglas Avenue
         Dallas, Texas 75225


Pursuant to a certain Amended and Restated Credit Agreement of even date
herewith (the "CREDIT AGREEMENT") by and among PREFERRED HOME MORTGAGE COMPANY
(the "COMPANY") and GUARANTY BANK (the "LENDER"), Lender agreed to extend credit
to the Company on the terms and subject to the conditions set forth therein.
Terms used herein shall have the same meaning as in the Credit Agreement. The
Company is a wholly owned subsidiary of the undersigned TECHNICAL OLYMPIC USA,
INC. ("TOUSA"). The execution of this Keep-Well Agreement is a condition
precedent to the extension of credit provided for in the Credit Agreement. In
order to induce the making of Loans, TOUSA represents, warrants and covenants as
follows:

1.       TOUSA is familiar with the terms of SECTIONS 6.13 to 6.15 and 6.17 of
         the Credit Agreement (the covenants in such Sections of the Credit
         Agreement are hereinafter referred to as the "FINANCIAL COVENANTS").

2.       TOUSA acknowledges that Lender would not make Loans in the absence of
         TOUSA's undertaking to cause the Company to comply with the Financial
         Covenants.

3.       TOUSA confirms that it is to its direct economic benefit to make the
         representations, warranties and covenants hereinafter set forth. TOUSA
         agrees that, for the period that any Obligations remain outstanding and
         unpaid under the Credit Agreement or Lender is obligated to fund any
         portion of any Loan under the Credit Agreement, TOUSA will cause the
         Company to comply with the Financial Covenants, by at its option either
         (a) directly injecting sufficient capital into the Company, or (b)
         making loans to the Company which shall be subordinated in all respects
         to the Loans, in an amount sufficient to cause the Company to be in
         compliance with the Financial Covenants. Moreover, TOUSA warrants and
         covenants that said actions will be taken within thirty (30) days after
         the end of a month for which the Financial Covenants are not met, and
         will be confirmed by such certifications as are required by the terms
         of the Credit Agreement.

4.       Any breach by TOUSA of the undertakings set forth in this Keep-Well
         Agreement shall serve as an independent event of default under both
         this Keep-Well Agreement and the Credit Agreement.

5.       TOUSA agrees that, for the period that any Obligations remain
         outstanding and unpaid under the Credit Agreement or Lender is
         obligated to fund any portion of any Loan under the Credit Agreement,
         unless Lender shall otherwise consent in writing:



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         A.       It will not sell, assign, or otherwise transfer, or create or
                  permit any lien, other than liens for taxes, assessments, or
                  governmental charges or levies not yet delinquent or liens for
                  taxes, assessments, or governmental charges or levies already
                  delinquent, the validity of which is being contested in good
                  faith, and the lien on the stock of Company arising under the
                  Parent Credit Agreement, to exist (directly or indirectly)
                  upon, its direct or indirect ownership interest now or
                  hereafter existing in the Company.

         B.       It will not permit its corporate existence to terminate or
                  take any steps to terminate its existence.

         C.       It will deliver to Lender audited annual financial statements,
                  within ninety (90) days after the end of its fiscal year,
                  which financial statements shall be prepared by independent
                  certified public accountants of national standing in
                  accordance with generally accepted accounting principles
                  applied on a basis consistent with its audited annual
                  financial statements for the fiscal year ended 2002.

6.       The parties hereto acknowledge and agree that the obligations of TOUSA
         under this Keep-Well Agreement run only to Lender as the only other
         party hereto (although the Company is an intended third-party
         beneficiary thereof subject to the provisions hereof). Accordingly,
         this Keep-Well Agreement does not and shall in no respect constitute an
         executory agreement that would require assumption or rejection in
         connection with a case under the Bankruptcy Code with respect to the
         Company, and this Keep-Well Agreement is intended to be enforceable in
         the event of and during a bankruptcy of the Company. To the extent the
         obligations of TOUSA thereunder should be deemed to constitute such
         executory obligations, TOUSA waives any rights it may have under
         Sections 365(c)(2) and 365(e)(2)(B) of the Bankruptcy Code.

7.       Notwithstanding anything herein to the contrary, during any period in
         which Lender shall have failed to receive when due and payable (whether
         at stated maturity, by acceleration or otherwise) the payment of all or
         any part of the principal of or interest on the Notes or any other
         amount payable by the Company under the Credit Agreement or the other
         Loan Documents, Lender may require that the amount of any payment to be
         made to the Company (whether as a subordinated loan or equity
         contribution) under this Keep-Well Agreement be paid directly to Lender
         for its benefit. All payments which are received by the Company from
         TOUSA contrary to the provisions of this SECTION 7 shall be received in
         trust for the benefit of Lender, shall be segregated from other funds
         and property held by Borrower, and shall be paid over to Lender in the
         same form as so received (with any necessary endorsement).

8.       A. TOUSA hereby agrees to do such further acts and things, and to
         execute and deliver to Lender such additional consents and instruments,
         as Lender may reasonably require or deem advisable to carry into effect
         the purposes of this Keep-Well Agreement. No failure on the part of
         Lender to exercise, and no delay on the part of Lender in exercising,
         any right, power, remedy, or privilege hereunder or with respect hereto
         shall operate as a waiver thereof, nor shall any single or partial
         exercise of any such rights power, remedy, or privilege by Lender
         preclude any other right, power, remedy or privilege. All remedies
         hereunder are cumulative and are not exclusive of any other




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         remedies that may be available to Lender for the enforcement of this
         Keep-Well Agreement, whether at law, in equity, or otherwise.

         B.       This Keep-Well Agreement shall (i) remain in full force and
                  effect for the periods specified herein; (ii) be binding upon
                  TOUSA and its successors and assigns; and (iii) inure to the
                  benefit of and be enforceable by Lender and its successors,
                  transferees, and assigns.

         C.       TOUSA agrees to pay or cause the Company to pay all costs,
                  expenses, and disbursements (including, without limitation
                  attorneys' fees, expenses, and disbursements, which attorneys
                  may be employees of Lender) incurred by Lender in connection
                  with the enforcement of' this Keep-Well Agreement or any other
                  agreement furnished by TOUSA pursuant hereto.

         D.       TOUSA recognizes that, in the event TOUSA fails to perform,
                  observe, or discharge any of its obligations or liabilities
                  under this Keep-Well Agreement, any remedy at law may prove to
                  be inadequate relief to Lender; therefore, TOUSA agrees that
                  Lender shall be entitled to temporary and permanent injunctive
                  relief in any such case without the necessity of proving
                  actual damages.

         E.       TOUSA agrees that TOUSA's obligation to make any payment
                  required to be made hereunder, whether an equity contribution
                  or subordinated loan, is absolute and subject only to the
                  terms of this Keep-Well Agreement, and that each such payment
                  shall be made without offset, deduction, or diminution on
                  account of any claim or right of TOUSA against the Company.

                  THIS KEEP-WELL AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
                  ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. ANY LEGAL
                  ACTION OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS
                  AGREEMENT SHALL BE BROUGHT AND MAINTAINED IN THE APPLICABLE
                  STATE OR FEDERAL COURT IN DALLAS COUNTY, TEXAS. THIS AGREEMENT
                  IS PERFORMABLE IN DALLAS COUNTY, TEXAS AND THE PARTIES HERETO
                  WAIVE ANY RIGHT THEY MAY HAVE TO BE SUED ELSEWHERE. THE
                  PARTIES HERETO CONSENT TO PERSONAL JURISDICTION IN DALLAS
                  COUNTY, TEXAS.

                  THIS WRITTEN AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT
                  THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
                  CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
                  SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

                  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

         F.       The obligation and liability of TOUSA under this Keep-Well
                  Agreement shall in no way be limited, impaired or otherwise
                  affected by, and TOUSA hereby consents to and agrees to be
                  bound by, any amendment or modification of the provisions of
                  the Loan Documents.




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Dated as of this 19__ day of December, 2003.


                                       TECHNICAL OLYMPIC USA, INC.,
                                       a Delaware corporation



                                       /s/ PATRICIA M. PETERSEN
                                       -----------------------------------------
                                       Patricia M. Petersen
                                       Vice President and General Counsel




THE STATE OF FLORIDA   )
                       )
COUNTY OF BROWARD      )


         This instrument was acknowledged before me on December _19_, 2003, by
Patricia M. Petersen, Vice President and General Counsel of TECHNICAL OLYMPIC
USA, INC., a Delaware corporation, on behalf of said corporation.



                                       /s/ TERI M. TRIMMER
                                       -----------------------------------------
                                       Notary Public, State of
                                                               -----------------


                                       TERI M. TRIMMER
                                       -----------------------------------------
                                       (printed name)

My Commission Expires:

  NOVEMBER 9, 2007


Accepted:

GUARANTY BANK,
as Lender


By: /s/ RANDALL S. REID
    --------------------------------
        Randall S. Reid
        Senior Vice President






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