<PAGE>   1
                                                                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



<PAGE>   2

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

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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.

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         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

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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 Non-Competition 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

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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":

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<PAGE>   7

                           (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.

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<PAGE>   8

         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

                   With a copy to:                 Brian Sokolik
                                                   Vinson & Elkins L.L.P.
                                                   2300 First City Tower
                                                   1001 Fannin Street
                                                   Houston, TX 77002-6760
                                                   Facsimile No.: 713-615-5618

                  If to Executive:                 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

         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

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<PAGE>   9

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

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<PAGE>   10

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                                   WESTBROOKE COMMUNITIES, INC.,
------------------------------                   a Florida corporation
James Carr


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

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<PAGE>   11

         Joined herein pursuant to Section 7(k):

                                      NEWMARK HOMES CORP., a Nevada corporation

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






                                      -11-

<PAGE>   12









                                  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



<PAGE>   13

         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.