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                                                                 EXHIBIT 2.1 (c)


                      AMENDMENT TO STOCK PURCHASE AGREEMENT


         This Amendment to Stock Purchase Agreement ("Agreement"), is made as of
December 15, 1999 by and among JAMES CARR, an individual ("Seller"), WESTBROOKE
COMMUNITIES, INC., a Florida corporation, 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 (each of such companies individually referred
to as an "Acquired Company" and collectively referred to as the "Acquired
Companies"), HAROLD L. EISENACHER, LEONARD R. CHERNYS and DIANA IBARRIA (each of
such three individuals individually referred to as a "Key Employee" and
collectively referred to as the "Key Employees"), THE WESTBROOKE PARTNERSHIP, a
Florida general partnership (the "Partnership"), PACIFIC USA HOLDINGS CORP., a
Texas corporation ("Pacific USA"), NEWMARK HOMES CORP., a Nevada corporation
("Newmark") and WESTBROOKE ACQUISITION CORP., a Florida corporation ("Buyer").

                                    RECITALS

         WHEREAS, the parties hereto entered into that certain Stock Purchase
Agreement and Addendum thereto ("Stock Purchase Agreement"), both dated as of
January 15, 1998 (capitalized terms used herein unless otherwise defined shall
have the meaning provided in the Stock Purchase Agreement);

         WHEREAS, Pacific USA is engaged in confidential discussions with
Technical Olympic S.A. ("Olympic") to sell Olympic all of its interest in
Newmark (such sale the, "Olympic Transaction");

         WHEREAS, as a result of the pending consummation of the Olympic
Transaction certain issues have arisen between the Seller and Buyer and Newmark
with respect to the amount, and the timing of the payment, of certain payments
due to Seller under the Stock Purchase Agreement;

         WHEREAS, Seller, Buyer and Newmark desire to resolve the issues
pertaining to the amount and the timing of the payments due to the Seller;

         WHEREAS, each of the Key Employees owns a KE Partnership Interest which
each Key Employee has the option to cause Buyer to acquire, but each Key
Employee is not obligated to sell his or her KE Partnership Interest to Buyer;

         WHEREAS, Buyer and Newmark desire to acquire from each Key Employee the
KE Partnership Interest owned by such Key Employee, and each Key Employee
desires to sell his or her KE Partnership Interest to Buyer and Newmark, subject
to the terms and conditions hereof;

         WHEREAS, in connection with the Olympic Transaction, Buyer and Newmark
desire that Seller and Key Employees enter into amendments to their respective
employment


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agreements and noncompetition agreements and in consideration for the premises
set forth herein Seller and Key Employees have agreed to enter into such
amendments; and

         WHEREAS, Seller and Buyer desire to modify the survival period set
forth in Section 11.5 of the Stock Purchase Agreement.

         WHEREAS, the parties desire to amend the Stock Purchase Agreement.

         NOW, THEREFORE, for and in consideration of the premises and other good
and valuable consideration, the receipt and sufficient of which are hereby
acknowledged, the parties agree as follows:

         1.       Sale and Transfer of KE Partnership Interests; Closing.

                  1.1 Cancellation of Option. The Option provided in Section
10.1 of the Stock Purchase Agreement is canceled. Notwithstanding the foregoing,
the provisions of Section 10.3 (b) and (c) and Sections 10.4, 10.5 and 10.6
shall continue to apply to the sale and transfer of the KE Partnership Interests
described in this Section 1.

                  1.2 KE Partnership Interests. At Closing, each of the Key
Employees will sell and transfer his or her KE Partnership Interest to Buyer and
Buyer will purchase from each Key Employee his or her KE Partnership Interest.

                  1.3 Purchase Price. The purchase price for each of the KE
Partnership Interests ("KE Purchase Price") shall be $354,586 and the KE
Additional Consideration, as hereinafter defined. The KE Purchase Price other
than the KE Additional Consideration shall be paid on February 15, 2000.

                  1.4 KE Additional Consideration. In addition to the
consideration paid at the Closing, Buyer and Newmark jointly and severally
agree, subject to the contingencies set forth below, to pay to each Key Employee
additional consideration (herein called the "KE Additional Consideration") as
set forth below. Each Key Employee's right to receive KE Additional
Consideration shall be contingent, and shall be based upon the Net Income of the
Subject Entities for a period of five (5) fiscal years commencing as of January
1, 1998 (individually, a "Calculation Year" and, collectively, the "Calculation
Years"). KE Additional Consideration shall be calculated and payable as follows:

                  (a) For the Calculation Year commencing January 1, 1999 and
ending December 31, 1999:

                           (i) the amount equal to 1.98% of the Net Income for
         such Calculation Year; plus

                           (ii) $250,000 if Cumulative Net Income has been
         achieved for such Calculation Year or if the last sentence in Section
         2.2 (b)(1) of the Stock Purchase Agreement applies to such Calculation
         Year;


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                           (iii) this amount shall be paid on or before 10 days
         following completion of the audit for the Calculation Year, but in no
         event later than April 30, 2000.

                  (b) For the Calculation Year commencing January 1, 2000 and
ending December 31, 2000:

                           (i)      the amount equal to 2.50% of the Net Income
                                    for such Calculation Year; plus

                           (ii)     $250,000 if Cumulative Net Income has been
                                    achieved for such Calculation Year or if the
                                    last sentence in Section 2.2(b)(1) applies
                                    to such Calculation Year.

                           (iii)    this amount shall be paid on or before 10
                                    days following completion of the audit for
                                    the Calculation Year, but in no event later
                                    than April 30, 2001.

                  (c) For the Calculation Year commencing January 1, 2001 and
ending December 31, 2001:

                           (i)      the amount equal to 2.50% of the Net Income
                                    for such Calculation Year; plus

                           (ii)     $250,000 if Cumulative Net Income has been
                                    achieved for such Calculation Year or if the
                                    last sentence in Section 2.2(b)(1) applies
                                    to such Calculation Year.

                           (iii)    this amount shall be paid on or before 10
                                    days following completion of the audit for
                                    the Calculation Year, but in no event later
                                    than April 30, 2002.

                  (d) For the Calculation Year commencing January 1, 2002 and
ending December 31, 2002:

                           (i)      the amount equal to 2.50% of the Net Income
                                    for such Calculation Year.

                           (ii)     this amount shall be paid on or before 10
                                    days following completion of the audit for
                                    the Calculation Year, but in no event later
                                    than April 30, 2003.

                  1.5 Escrow. At such time (whether at the end of a fiscal year
or during a fiscal year), but in no event prior to January 1, 2002, as the
Cumulative Net Income of the Subject Entities equals or exceeds $15,040,000,
Buyer shall escrow with a third party acceptable to the Key Employees the
estimated amount payable under Section 1.4(d)(i). Such escrow shall be
established pursuant to the KE Escrow Agreement in the form attached hereto as
Exhibit 1.5.



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         2.       Seller's Additional Consideration.

                  2.1 Cancellation of Section 2.2(b). Section 2.2(b) is hereby
deleted in its entirety as it applies to rights and obligations between the
Seller and Buyer, Newmark and Pacific USA. To the extent that Section 2.2(b) is
required for purposes of such Calculation Year or other provisions of the
Agreement or this Amendment it shall remain in effect.

                  2.2 Payment of Additional Consideration by Newmark and Buyer.
Buyer and Newmark shall pay Seller $4,600,000. This amount shall be paid by the
delivery by Newmark of a promissory note in the form attached hereto as Exhibit
2.2.

         3. Seller Replacement Note. The Replacement Note required to be
delivered pursuant to Section 6.B.2 of the Stock Purchase Agreement in the form
attached hereto as Exhibit 3 shall be delivered at the Closing. Carr shall
return the original Non-Negotiable Promissory Note to Buyer at the Closing.

         4. Definition of Net Income. Section 2.2(b)(3) shall be deleted in its
entirety and the following shall be substituted in place thereof:

                  (3)      "Net Income" means, for any period in respect of
                           which the amount thereof shall be determined, the
                           aggregate of the net income for such period (taken as
                           a cumulative whole), before federal and state income
                           taxes, determined in accordance with GAAP, and based
                           on audited financial statements, modified as follows:
                           (a) an amount equal to any and all interest paid by
                           Buyer on the Promissory Notes, specifically excluding
                           the Seller Negotiable Promissory Note, shall be
                           deducted in accordance with GAAP from the Net Income
                           of the Subject Entities; and (b) to the extent
                           included in the consolidated net income of the
                           Subject Entities, Net Income shall exclude the effect
                           of the following items:

                           (i) any item of extraordinary gain or loss
                           characterized as such in accordance with GAAP;

                           (ii) any additional depreciation, amortization or
                           other cash or non-cash expense or income resulting
                           from the write-up or write-down of any asset and any
                           amortization of goodwill or other intangibles
                           relating to the acquisition of the Acquired Companies
                           by the Buyer or the Subject Entities by Olympic or
                           any other entity;

                           (iii) any expenses, including interest, documentary
                           stamp taxes, lender's attorneys' fees and origination
                           fees, incurred in connection with (x) the financing
                           of the acquisition of the Acquired Companies by
                           Buyer, Olympic or any other entity, including,
                           without limitation, the Take-Out Loan, the Take-Out
                           LOC, and the Promissory Notes, the Adjustment Note,
                           if any, the Seller Replacement Note and the
                           Substitute LOC (subject to the provisions of Section
                           3.11(f) and Subsection (z) hereof), (y) any loans


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                           provided to the Subject Entities by Newmark, Buyer,
                           Olympic or any affiliate of Newmark, Buyer or
                           Olympic, and (z) fees and expenses of accountants,
                           and other professionals (excluding attorneys)
                           incurred by the Acquired Companies or the Partnership
                           in connection with the Contemplated Transactions and
                           the Olympic Transaction.

                           (iv) any gain, loss, income or expense resulting from
                           a change in the Subject Entities' accounting methods,
                           principles or practices after the Closing or the
                           closing of the Olympic Transaction;

                           (v) any expenses directly or indirectly incurred in
                           connection with the acquisition of the Acquired
                           Companies by the Buyer, Olympic or any other entity;

                           (vi) any income, expenses, gain or loss relating to
                           Adler Companies;

                           (vii) any overhead cost related to Adler Companies,
                           such costs to be allocated consistent with the
                           Partnership's current methodology of allocating costs
                           to jobs; and

                           (viii) any corporate assessments or charges from
                           Pacific USA, Olympic, any of their affiliates or any
                           other entity which acquires control of Newmark other
                           than the reimbursement of any out-of-pocket expenses
                           incurred by Pacific USA, Olympic, any affiliate of
                           Pacific USA, Olympic or any other entity which
                           acquires control of Newmark that the Subject Entities
                           would incur on a stand-alone basis (considering
                           competitive market rates at which the same could be
                           obtained from third party sources), and under no
                           circumstances will any such reimbursement exceed, on
                           a pro rata basis, the corresponding amounts charged
                           to any other affiliate of Pacific USA, Olympic or any
                           other entity that acquires Newmark.

                           (ix) in the event dividends or other distributions
                           (other than for debt service payments on account of
                           indebtedness to Buyer or a Related party of Buyer)
                           are paid or distributed to Buyer by any of the
                           Subject Entities (excluding however, Tax payments
                           payable by the Subject Entities under any Tax Sharing
                           Agreement with any party), Net Income shall include
                           deemed interest income on such funds equivalent to 9%
                           per annum.

                           If any Subject Entity is merged or consolidated with
                           or liquidated into another Person during the
                           Calculation Years, Net Income shall be determined
                           only with respect to the such Subject Entity's
                           operations, as such operations were conducted prior
                           to such merger, consolidation or liquidation.


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         5. Section 11.5 shall be deleted in its entirety and the following
         shall be substituted in place thereof:

                  11.5 Time Limitations

                  Seller and Key Employees will have no liability (for
                  indemnification or otherwise) with respect to any
                  representation or warranty, or covenant or obligation to be
                  performed and complied with in or prior to the Closing Date,
                  unless on or before the earlier of (a) two (2) years following
                  the Closing Date or (b) the date of consummation of the
                  Olympic Transaction (time being of the essence) Buyer notifies
                  Seller of a claim specifying the factual basis of that claim
                  in reasonable detail to the extent then known by Buyer. Buyer
                  will have no liability (for indemnification or otherwise) with
                  respect to any representation or warranty, or covenant or
                  obligation to be performed and complied with on or prior to
                  the Closing Date, unless on or before the earlier of (a) two
                  (2) years following the Closing Date or (b) the date of
                  consummation of the Olympic Transaction Seller notifies Buyer
                  of a claim specifying the factual basis of that claim in
                  reasonable detail to the extent then known by Seller.

         6. Closing; Closing Obligations.

                  6.1 Closing. The closing (the "Closing") of the transactions
provided for in this Agreement will take place through an escrow closing
pursuant to the terms of the Closing Escrow Agreement ("Closing Escrow
Agreement").

                  6.2 Closing Obligations. At the Closing:

                           (a) Seller will deliver or cause to be delivered to
White & Case LLP which shall act as the escrow agent ("Escrow Agent") under the
Closing Escrow Agreement:

                                    (i)      an amended and restated employment
                                             agreement in the form of Exhibit
                                             6.2(a)(i), executed by Seller (the
                                             "Seller Employment Agreement") to
                                             be delivered to Westbrooke
                                             Communities, Inc.;

                                    (ii)     an amended and restated
                                             noncompetition agreement in the
                                             form of Exhibit 6.2(a)(ii),
                                             executed by Seller (the "Seller
                                             Noncompetition Agreement") to be
                                             delivered to Westbrooke
                                             Communities, Inc.; and

                                    (iii)    the Non-Negotiable Promissory Note.

                           (b) Each of the Key Employees will deliver to the
Escrow Agent:

                                    (i)      an amended and restated employment
                                             agreement in the form of Exhibit
                                             6.2(b)(i), executed by each Key
                                             Employee


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                                             (collectively, the "KE Employment
                                             Agreements") to be delivered to
                                             Westbrooke Communities, Inc.;

                                    (ii)     amended and restated noncompetition
                                             agreements in the form of Exhibit
                                             6.2(b)(ii), executed by the Key
                                             Employees (collectively, the "KE
                                             Competition Agreements") to be
                                             delivered to Westbrooke
                                             Communities, Inc.;

                                    (iii)    an Assignment of Partnership
                                             Interest in the form of Exhibit
                                             6.2(b)(iii); and

                                    (iv)     The KE Escrow Agreement (KE
                                             Additional Consideration) executed
                                             by each of the key Employees.

                           (c) Buyer and Newmark, as the case may be, will
deliver or cause to be delivered to the Escrow Agent:

                                    (i)      negotiable promissory note made by
                                             Newmark payable to Seller in the
                                             principal amount of $4,550,000 in
                                             the form of Exhibit 2.2 (the
                                             "Seller Negotiable Promissory
                                             Note") to be delivered to Seller;

                                    (ii)     negotiable promissory note made by
                                             Newmark payable to Seller in the
                                             principal amount of $3,000,000 in
                                             the form of Exhibit 3 (the "Seller
                                             Replacement Note") to be delivered
                                             to Seller;

                                    (iii)    the Seller Employment Agreement and
                                             the KE Employment Agreements,
                                             executed by Westbrooke Communities,
                                             Inc., to be delivered to Seller and
                                             the respective Key Employees;

                                    (iv)     the Seller Non-Competition
                                             Agreement and the KE
                                             Non-Competition Agreements,
                                             executed by Westbrooke Communities,
                                             Inc., to be delivered to Seller and
                                             the respective Key Employees;

                                    (v)      evidence of corporate existence and
                                             authority of Buyer, Pacific USA and
                                             Newmark to be delivered to Seller
                                             and the Key Employees; and

                                    (vi)     the KE Escrow Agreement (Additional
                                             Consideration) executed by Buyer
                                             and Newmark.

         7. Incorporation. Except as otherwise provided herein, the terms and
provisions of the Stock Purchase Agreement shall remain in effect.



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                             /s/ James Carr
                             -----------------------------------------
                             JAMES CARR


                             WESTBROOKE COMMUNITIES, INC.,
                             a Florida corporation


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


                             WESTBROOKE AT WESTLAKE, INC.,
                             a Florida corporation


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


                             WESTBROOKE AT WINSTON TRAILS, INC.,
                             a Florida corporation


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


                             WESTBROOKE AT PEMBROKE PINES, INC.,
                             a Florida corporation


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



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                             WESTBROOKE AT OAKRIDGE, INC.,
                             a Florida corporation


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



                             /s/ Harold Eisenacher
                             -----------------------------------------
                             HAROLD L. EISENACHER



                             /s/ Leonard R. Chernys
                             -----------------------------------------
                             LEONARD R. CHERNYS



                             /s/ Diana Ibarria
                             -----------------------------------------
                             DIANA IBARRIA


                             THE WESTBROOKE PARTNERSHIP,
                             a Florida general partnership


                             By:  /s/ James Carr
                                 -------------------------------------
                                   Name:  James Carr
                                   Title:  Authorized Signer


                             PACIFIC USA HOLDINGS CORP.,
                             a Texas corporation


                             By:  /s/ Michael K. McCraw
                                 -------------------------------------
                                   Name:  Michael K. McCraw
                                   Title:  Chief Financial Advisor



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                             NEWMARK HOMES CORP.,
                             a Nevada corporation


                             By:  /s/ Michael K. McCraw
                                 -------------------------------------
                                   Name:  Michael K. McCraw
                                   Title:  Chairman


                             WESTBROOKE ACQUISITION CORP.,
                             a Florida corporation


                             By:    /s/ Michael K. McCraw
                                 -------------------------------------
                                   Name:  Michael K. McCraw
                                   Title:  President




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                 Exhibits will be provided upon request made to:

                               Newmark Homes Corp.

                            1200 Soldiers Field Drive

                             Sugar Land, Texas 77479