**Exhibit 10.28****EMPLOYMENT AGREEMENT**     **THIS EMPLOYMENT AGREEMENT**(this “Agreement”) is entered into on January 13, 2006, with aneffective date of January 1, 2006, (the “Effective Date”), between Technical Olympic USA, Inc., aDelaware corporation (the “Employer”) and Tommy McAden, an individual (the “Employee”).**Agreement**     In consideration of the mutual premises, covenants and agreements set forth below, andintending to be legally bound hereby, it is hereby agreed as follows:1. **Definitions**. Capitalized terms shall have the meanings defined in this Agreement or onExhibits A and B attached hereto unless the context otherwise requires. Exhibits A and B areincorporated herein by this reference.2. **Employment Term and Duties**.     2.1 **Employment Term**. The Employer employs the Employee, and the Employee acceptsemployment by the Employer, on the terms and conditions set forth in this Agreement and for theperiod of time set forth in Exhibit B (the “Employment Period”), which Employment Period shall bethe term of this Agreement.     2.2 **Duties**.          (a) The Employee will serve in the position set forth on Exhibit B; provided, however, thatEmployee acknowledges that the CEO of Technical Olympic USA, Inc. (the “CEO”) shall have the rightto assign Employee to serve in another position where such assignment is in the best interests ofthe Employer and where Employer continues to perform in accordance with its obligations under thisAgreement. The Employee will devote his/her full business time, attention, skill, and energyexclusively to the business of the Employer, will use his/her best efforts to promote the successof the Employer’s business, and will cooperate fully with the senior management of the Employer inthe advancement of the best interests of the Employer.          (b) With the prior written consent of the CEO, which consent may be revoked by the CEO at anytime and for any reason, the Employee may engage in the following activities during the EmploymentPeriod so long as such activities do not, in the sole judgment of the CEO, interfere or conflictwith Employee’s duties to Employer as set forth in Section 2.2(a) above: (i) serve on corporate,civic, religious, educational, and/or charitable boards or committees; (ii) deliver lectures,fulfill speaking engagements, or teach at educational institutions without receiving anycompensation other than reimbursement of expenses, nominal stipends, or similar forms ofcompensation; and (iii) manage his/her personal investments, provided that such investments do notconflict with the Employee’s duties and responsibilities under this Agreement. If the Employee isappointed or elected an officer or director of theTommy McAden Employment Agreement
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Employer or any Affiliate, the Employee will fulfill his/her duties as such officer ordirector without additional compensation. Upon termination of this Agreement for any reason, theEmployee automatically resigns as of such date as an officer and director of the Employer and eachAffiliate of which he/she is an officer or director, if any.     2.3 **Location**. The Employee’s primary place of employment hereunder shall be as setforth in Exhibit B.3. **Compensation and Benefits**. The compensation and benefits payable and provided to theEmployee under this Agreement shall constitute the full consideration to be paid to the Employeefor all services to be rendered by the Employee to the Employer and its Affiliates in allcapacities.     3.1 **Base Salary**. During the first year of this Agreement, the Employee will be paidan annual salary as set forth on Exhibit B (“Base Salary”), payable in periodic installmentsaccording to the Employer’s customary payroll practices. In subsequent years, Base Salary may beadjusted taking into account Employee’s performance, company operating results, and industrypractices.     3.2 **Benefits**. The Employee (and the Employee’s spouse and dependents, whereapplicable) shall be permitted to participate in such 401(k) plan (or similar qualified plan) andany welfare benefit plan, program, or fringe benefit made available to other similarly situatedemployees that may be in effect from time to time, subject to the Employee (and the Employee’sspouse and dependents, where applicable) meeting the eligibility requirements under the terms ofeach of those plans (collectively, the “Benefits”). However, the Employer may modify or terminateany employee benefit plan or program at any time and in the Employer’s sole discretion, so long assuch modification or termination equally affects all of the Employer’s similarly situatedemployees.     3.3 **Annual Bonus**. During the term of this Agreement, the Employee shall be eligibleto participate in an annual bonus plan. The bonus plan and any amounts payable thereunder may takeinto consideration personal performance and contribution, operational and financial results, andother achievements attributable to Employee’s accomplishments (“Bonus”). Employee’s participationin and opportunity to receive compensation pursuant to such plan will be consistent with theparticipation and opportunity of similarly situated employees and shall in any event be subject tothe approval of the Board of Directors or relevant Board Committee of Technical Olympic USA, Inc.The bonus plan applicable to Employee under this Agreement is as described in Exhibit B.     3.4 **Business Expenses**. In accordance with the rules and policies that the Employermay establish from time to time, the Employer shall reimburse the Employee for business expensesreasonably incurred by him/her in the performance of his/her duties hereunder in accordance withthe Employer’s documentation guidelines as may be in effect from time to time.     3.5 **Vacation**. The Employee shall be entitled to the vacation period per calendar yearas set forth on Exhibit B (prorated for less than a full year). Unused vacation time not toTommy McAden Employment Agreement
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exceed an aggregate of Two (2) weeks for all prior years may be accumulated or carried over fromyear to year. The Employee shall not be entitled to any compensation for unused vacation timeexcept as provided in Section 4.     3.6 **Car Allowance**. During the Employment Period, the Employee shall be paid a carallowance as set forth in Exhibit B.     3.7 **Office and Support Staff**. During the Employment Period, the Employee shall beentitled to an office, furnishings, other appointments, and secretarial or other assistants asEmployer shall determine are reasonably necessary to perform the Employee’s duties and obligationsas set forth herein and comparable to other similarly situated employees of the Employer and itsAffiliates.4. **Termination**.     4.1 **Death; Disability**. This Agreement will terminate automatically upon the death orDisability of the Employee.     4.2 **Termination Notice**. Any termination of the Employee’s employment other than atermination pursuant to Section 4.1 hereof shall be by written notice to the other party,indicating the specific termination provision in this Agreement relied upon, if any, and settingforth in reasonable detail the facts and circumstances claimed to provide a basis for thetermination of the Employee’s employment under the provision so indicated. The date of theEmployee’s termination of employment shall be specified in such notice; provided, however, thatsuch date may not be earlier than any applicable cure periods as set forth herein and, if atermination is being effected by the Employee for any reason, such date shall in any event not beless than six (6) months from the date the written notice is given to the Employer (the “RequiredNotice”), during which period Employee shall continue to perform in accordance with this Agreementunless such performance is waived by the Employer by written notice to the Employee. Failure toprovide the Required Notice or to perform in accordance with in this Agreement during this periodshall be deemed a material breach of this Agreement by the Employee.     4.3 **Termination Pay**. Upon termination of the Employee’s employment, the Employer willbe obligated to pay or provide the Employee or the Employee’s estate, as the case may be, only suchcompensation and Benefits as are provided in this Section 4.3 and, if applicable, in Section 5.3hereof.          (a) **Termination by the Employer for Cause; Resignation of the Employee without Good Reasonor Required Notice; Resignation of the Employee by Election of Non-Continuation.** If (i) theEmployer terminates the Employee’s employment for Cause; (ii) the Employee terminates his/heremployment for any reason other than Good Reason; (iii) the Employee terminates his/her employmentfor any reason without the Required Notice; or (iv) the Employee terminates his/her employment byElection of Non-Continuation, then: the Employee shall be entitled to receive the AccruedObligations from the Employer, payable to Employee within thirty (30) Business Days after the dateof termination. Except as specifically provided herein, the Employee shall not be entitled to any other payments or Benefits pursuant to thisAgreement.Tommy McAden Employment Agreement
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          (b) **Termination due to Disability or upon Death**. If the Employee’s employment isterminated due to Disability or upon the Employee’s death, the Employee or the Employee’s estate,as the case may be, shall be entitled to receive from the Employer the sum of the following,payable to Employee or Employee’s legal representative within thirty (30) Business Days after thedate of termination: (i) the Accrued Obligations and (ii) the Pro-Rata Bonus.          (c) **Termination by the Employee due to Good Reason or by the Employer without Cause**.If the Employee’s employment is terminated by the Employer without Cause or by the Employee forGood Reason, the Employee shall be entitled to receive from the Employer: (i) the TerminationPayment, and (ii) if the Employee timely elects continuation coverage under the Employer’s grouphealth plan, an amount equal to the monthly premium charge for such coverage for the then remainingterm of the Employment Period at the active employee premium rate for similar coverage.     4.4 **Release and Waiver**. Notwithstanding anything in Section 4.3 to the contrary, theEmployee shall not be entitled to any payment or Benefit pursuant to Section 4.3, except forAccrued Obligations as required by law, unless the Employee has delivered to the Employer a generalrelease, signed and in a form acceptable to the Employer, that releases the Employer and itsAffiliates, and all their respective officers, directors, employees, and agents from any and allclaims of any kind that the Employee may have arising out of the Employee’s relationship with theEmployer or any of its Affiliates or the termination of employment, but excluding any claimsarising under this Agreement, and such release has become irrevocable.5. **Non-Competition and Non-Interference**.     5.1 **Acknowledgements**. The Employee acknowledges that (a) the services to be performedby him/her under this Agreement are of a special, unique, unusual, extraordinary, and intellectualcharacter and (b) the provisions of this Section 5 are reasonable and necessary to protect theConfidential Information, goodwill, and other business interests of the Employer and itsAffiliates.     5.2 **Covenants of the Employee**. The Employee covenants that he/she will not, directlyor indirectly:          (a) during the Non-Compete Period, without the express prior written consent of the Board ofDirectors, 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, inthe Business in (i) any county in any state, or any county contiguous with a county, in which theEmployer or any of its Affiliates is conducting Business activities or has conducted Businessactivities in the twelve (12) months prior to termination, and (ii) any county in which theEmployer or any of its Affiliates is conducting other business; provided, however, that theTommy McAden Employment Agreement
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Employee may purchase or otherwise acquire for passive investment up to three percent (3%) ofany class of securities of any such enterprise under Section 12(g) of the Securities Exchange Actof 1934;          (b) whether for the Employee’s own account or for the account of any other person at any timeduring his/her employment with the Employer or its Affiliates (except for the account of theEmployer and its Affiliates) and the Non-Compete Period, solicit Business of the same or similartype being carried on by the Employer or its Affiliates, whether or not the Employee had personalcontact with such person or entity during the Employee’s employment with the Employer;          (c) whether for the Employee’s own account or the account of any other person and at any timeduring his/her employment with the Employer or its Affiliates and the Non-Compete Period, (i)solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, anyperson who is an employee of the Employer or an Affiliate, or in any manner induce, or attempt toinduce, any employee of the Employer or its Affiliates to terminate his/her employment with theEmployer or its Affiliate; or (ii) interfere with the Employer’s or its Affiliate’s relationshipwith any person or entity that, at any time during the Employment Period, was an employee,contractor, supplier, or customer of the Employer or its Affiliate; or          (d) at any time after the termination of his/her employment, disparage the Employer or itsAffiliates or any shareholders, directors, officers, employees, or agents of the Employer or any ofits Affiliates, so long as the Employer does not disparage the Employee;provided, however, that notwithstanding the foregoing, paragraphs (a) and (b) of this Section 5.2shall not apply if the Employee’s employment is terminated pursuant to Section 4.3(c) hereof. Ifany 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 competentjurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will beeffective, binding, and enforceable against the Employee. The Employee hereby agrees that thiscovenant is a material and substantial part of this Agreement and that: (i) the geographiclimitations are reasonable; (ii) the term of the covenant is reasonable; and (iii) the covenant isnot made for the purpose of limiting competition per se and is reasonably related to a protectablebusiness interest of the Employer. The period of time applicable to any covenant in this Section5.2 will be extended by the duration of any violation by the Employee of such covenant.     5.3 **Covenants of the Employer**. The Employer covenants and agrees that, during theNon-Compete Period, the following provisions shall apply:          (a) if the Employee’s employment is terminated due to the death or Disability of the Employee,for Cause by the Employer, or by the Employee without having provided the Required Notice, noadditional compensation shall be payable or Benefits provided to the Employee during theNon-Compete Period except as specifically provided for in Section 4.3 hereof.Tommy McAden Employment Agreement
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          (b) In addition to the compensation payable or Benefits to be provided to the Employee asprovided in Section 4.3 hereof, if the Employee’s employment is terminated for any reason otherthan as set forth in Section 5.3(a) hereof, the Employer shall continue to (i) pay to the Employeeduring the Non-Compete Period the Base Salary as provided herein and (ii) provide all the Benefitsto the Employee (and the Employee’s spouse and dependents, as applicable) that the Employer wouldhave provided pursuant to this Agreement, in both cases as if the Employee remained employed by theEmployer during the Non-Compete Period, unless the Employer is prohibited from providing any suchBenefits pursuant to applicable law.          (c) Notwithstanding the foregoing provisions of this Section 5.3, (i) the Employer may pay tothe Employee the cash equivalent of any Benefit that the Employer is otherwise obligated to providethe Employee in lieu of providing such Benefit, and (ii) the Employer shall have the right, at anytime, to release the Employee from the covenants contained in this Section 5, at which time theEmployee’s right to receive and the Employer’s obligation to make any payments or provide anyBenefits under this Section 5.3 shall terminate upon the payment by the Employer to the Employee ofall amounts due under this Section 5.3 up to and including the date of such release.6. **Non-Disclosure Covenant**     6.1 **Acknowledgments by the Employee**. The Employee acknowledges that (a) the Employeewill be afforded access to Confidential Information; (b) public disclosure of such ConfidentialInformation would have an adverse effect on the Employer and its Affiliates and its business; and(c) the provisions of this Section 6 are reasonable and necessary to prevent the improper use ordisclosure of Confidential Information.     6.2 **Covenants of the Employee**. The Employee covenants as follows:          (a) **Confidentiality**. During and after his/her employment with the Employer and itsAffiliates, the Employee will hold in confidence the Confidential Information and will not disclosesuch Confidential Information to any person other than in connection with the performance ofhis/her duties and obligations hereunder, except with the specific prior written consent of theBoard of Directors or the CEO; provided, however, that the parties agree that this Agreement doesnot prohibit the disclosure of Confidential Information where applicable law requires in responseto subpoenas and/or orders of a governmental agency or court of competent jurisdiction. In theevent that the Employee is requested or becomes legally compelled under the terms of a subpoena ororder issued by a court of competent jurisdiction or by a governmental body to discloseConfidential Information, the Employee agrees that he/she will (i) immediately provide the Employerwith written notice of the existence, terms, and circumstances, surrounding such request(s) so thatthe Employer may seek an appropriate protective order or other appropriate remedy, (ii) cooperatewith the Employer in its efforts to decline, resist, or narrow such requests, and (iii) ifdisclosure of such Confidential Information is required in the opinion of counsel, exercisereasonable efforts to obtain an order or other reliable assurance that confidential treatment willbe accorded to such disclosed information.Tommy McAden Employment Agreement
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          (b) **Trade Secrets**. Any and all trade secrets of the Employer and its Affiliates willbe entitled to all the protections and benefits under the federal and state trade secret andintellectual property laws and any other applicable law. If any information that the Employer orany of its Affiliates deems to be a trade secret is found by a court of competent jurisdiction notto be a trade secret for purposes of this Agreement, such information will, nevertheless, beconsidered Confidential Information for the purposes of this Agreement, so long as it otherwisemeets the definition of Confidential Information. The Employee hereby waives any requirement thatthe Employer or any of its Affiliates submit proof of the economic value of any trade secret orpost a bond or other security.          (c) **Removal**. The Employee will not remove from the premises of the Employer or any ofits Affiliates (except to the extent such removal is for purposes of the performance of theEmployee’s duties at home or while traveling, or except otherwise specifically authorized by theEmployer or the applicable Affiliate) any document, record, notebook, plan, model, component,device, or computer software or code, whether embodied in a disk or in any other form belonging tothe Employer or any of its Affiliates or used in the business of the Employer or of any of itsAffiliates (collectively, the “Proprietary Items”). All of the Proprietary Items, whether or notdeveloped by the Employee, are the exclusive property of the Employer or its applicable Affiliate.Upon termination of his/her employment, or upon the request of the Employer during the EmploymentPeriod, the Employee will return to the Employer all of the Proprietary Items and ConfidentialInformation in the Employee’s possession or subject to the Employee’s control, and the Employeeshall not retain any copies, abstracts, sketches, or other physical embodiments in electronic formor otherwise, of any such Proprietary Items or Confidential Information.          (d) **Development of Intellectual Property**. Any and all writings, inventions,improvements, plans, designs, architectural work papers, drawings, processes, procedures, and/ortechniques (“Intellectual Property”) which the Employee (i) made, conceived, discovered, ordeveloped, either solely or jointly with any other person or persons, at any time when the Employeewas an employee of the Employer or any of its Affiliates whether pursuant to this Agreement orotherwise, whether or not during working hours, and whether or not at the request or upon thesuggestion of the Employer or any of its Affiliates, which relate to or were useful in connectionwith any business now or hereafter carried on or contemplated by the Employer or any of itsAffiliates, including developments or expansions of its fields of operations, or (ii) may make,conceive, discover, or develop, either solely or jointly with any other person or persons, at anytime when the Employee is an employee of the Employer or its Affiliates, whether or not duringworking hours and whether or not at the request or upon the suggestion of the Employer or any ofits Affiliates, which relate to or are useful in connection with any business now or hereaftercarried on or contemplated by the Employer or any of its Affiliates, including developments orexpansions of its present fields of operations, shall be the sole and exclusive property of theEmployer and its Affiliates. The Employee shall make full disclosure to the Employer of all suchIntellectual Property and shall do everything necessary or desirable to vest the absolute titlethereto in the Employer. The Employee shall write and prepare all specifications and proceduresregarding such Intellectual Property and otherwise aid and assist the Employer so that the Employercan prepare and present applications for copyright, patent, or trademark protection therefor andcan secure such copyright, patent, or trademark whereverTommy McAden Employment Agreement
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possible, as well as reissues, renewals, and extensions thereof, and can obtain the recordtitle to such copyrights, patents, or trademarks so that the Employer or its designated Affiliateshall be the sole and absolute owner thereof in all countries in which it may desire to havecopyright, patent, or trademark protection. The Employee shall not be entitled to any additionalor special compensation or reimbursement regarding any and all such Intellectual Property.7. **General Provisions of Sections 5 and 6**.     7.1 **Injunctive Relief and Additional Remedy**. The Employee acknowledges that theinjury that would be suffered by the Employer and its Affiliates as a result of a breach of theprovisions of Sections 5 and 6 of this Agreement would be irreparable and that an award of monetarydamages to the Employer for such a breach may be an inadequate remedy. Consequently, the Employerwill have the right, in addition to all other rights, to seek injunctive relief to restrain anybreach or threatened breach or otherwise to specifically enforce any provision of this Agreement.The Employee waives any requirement that the Employer secures or posts any bond in conjunction withany such remedies. The Employee further agrees to and hereby does submit to in personamjurisdiction before each and every court for that purpose. Without limiting the rights of theEmployer or of any of its Affiliates under this Section 7 or any other remedies available to theEmployer or its Affiliates, if the Employee breaches any other provisions of Sections 5 and 6 andsuch breach is proven in a court of competent jurisdiction, the Employer will have the right tocease making any payments or providing Benefits otherwise due to the Employee under this Agreement.     7.2 **Covenants of Sections 5 and 6 are Essential and Independent Covenants**. Thecovenants of the Employee in Sections 5 and 6 hereof are essential elements of this Agreement, andwithout the Employee’s agreement to comply with such covenants, the Employer would not have enteredinto this Agreement or continued the employment of the Employee. The Employer and the Employeehave independently consulted their respective counsel and have been advised in all respectsconcerning the reasonableness and propriety of such covenants, with specific regard to the natureof the business conducted by the Employer and its Affiliates. In addition, the Employee’scovenants in Sections 5 and 6 are independent covenants and the existence of any claim by theEmployee against the Employer under this Agreement or otherwise will not excuse the Employee’sbreach of any covenant in Sections 5 or 6. Notwithstanding anything in the Agreement to thecontrary, the covenants and agreements of the Employee in Sections 5 and 6 shall survive thetermination of the Agreement, except as provided below.8. **General Provisions**.     8.1 **Indemnification**. The Employer shall indemnify and hold harmless the Employee tothe fullest extent permitted by applicable law against all costs (including reasonable attorneys’fees and costs), judgments, penalties, fines, amounts paid in settlements, interest, and all otherliabilities incurred or paid by the Employee in connection with the investigation, defense,prosecution, settlement, or appeal of any threatened, pending, or completed action, suit, orproceeding, whether civil, criminal, administrative, or investigative and to which the Employee wasor is a party or is threatened to be made a party by reason of the fact that the Employee is or wasan officer, employee, director or agent of the Employer or its Affiliates,Tommy McAden Employment Agreement
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including any property owner or condominium association that the Employee has been asked toserve on by the Employer, or by reason of anything done or not done by the Employee in any suchcapacity or capacities, provided that the Employee acted in good faith and in a manner the Employeereasonably believed to be in or not opposed to the best interests of the Employer or any of itsAffiliates, and, with respect to any criminal action or proceeding, had no reasonable cause tobelieve his/her conduct was unlawful. The Employer also shall pay any and all expenses (includingreasonable attorney’s fees) incurred by the Employee as a result of the Employee being called as awitness in connection with any matter involving the Employer and/or any of its officers ordirectors. Nothing herein shall limit or reduce any rights of indemnification to which theEmployee might be entitled under the organizational documents of the Employer or as allowed byapplicable law.     8.2 **Waiver**. The rights and remedies of the parties to this Agreement are cumulativeand not alternative. Neither the failure nor any delay by either party in exercising any right orprivilege under this Agreement will operate as a waiver of such right or privilege, and no singleor partial exercise of any such right or privilege will preclude any other or further exercise ofany right or privilege. To the maximum extent permitted by applicable law, any claim or rightarising out of this Agreement may only be discharged by a waiver or renunciation of the claim orright in writing signed by the other party.     8.3 **Successors**.          (a) This Agreement is personal to the Employee and shall not be assignable by the Employee,other than economic rights that may be assigned by will or the laws of descent and distribution.This Agreement shall inure to the benefit of and be enforceable by the Employee’s legalrepresentatives.          (b) This Agreement shall inure to the benefit of and be binding upon the Employer and itssuccessors and assigns. Any successor (whether direct or indirect, by purchase, merger,consolidation, or otherwise) to all or substantially all of the business and/or assets ofTechnical Olympic USA, Inc. shall perform this Agreement in the same manner and to the same extentthat the Employer would be required to perform it if no such succession had taken place. TheEmployer agrees to fully disclose this Agreement and its binding effect to any successor orpotential successor and will require any successor to expressly acknowledge its assumption of thisAgreement and such successor’s obligation to perform this Agreement in the same manner and to thesame extent that the Employer would be required to perform it if no such succession had takenplace.          (c) As used in this Agreement, “Employer” shall mean the Employer as defined above and anysuccessor to its business and/or assets by operation of law or otherwise.     8.4 **Notices**. All notices, consents, waivers and other communication required underthis Agreement must be in writing and will be deemed to have been duly given when (a) delivered byhand (with written confirmation of receipt), (b) sent by facsimile (with written confirmation ofdelivery), provided that a copy is mailed by certified mail, return receipt requested, the same dayor the next Business Day, or (c) when received by the addressee, if sentTommy McAden Employment Agreement
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by a nationally recognized overnight delivery service, in each case to the appropriateaddresses and facsimile numbers set forth below (or to such other addresses and facsimile numbersas a party may designate by notice to the other parties):If to the Employer:Technical Olympic USA, Inc.