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                                                                   EXHIBIT 10.16


                      SECOND AMENDMENT TO CREDIT AGREEMENT


         THIS SECOND AMENDMENT TO CREDIT AGREEMENT (herein called this
"Amendment") made as of November 22, 2002 by and among PREFERRED HOME MORTGAGE
COMPANY, a Florida corporation ("Preferred"), TECHNICAL MORTGAGE, L.P., a Texas
limited partnership ("Technical Mortgage"; Preferred and Technical Mortgage,
collectively "Borrowers"), and GUARANTY BANK ("Lender").

                              W I T N E S S E T H:

         WHEREAS, Borrowers and Lender have entered into that certain Credit
Agreement dated as of August 1, 2002 (as heretofore amended, the "Original
Credit Agreement"), for the purposes and consideration therein expressed,
pursuant to which Lender became obligated to make loans to Borrowers as therein
provided; and

         WHEREAS, Borrowers and Lender desire to amend the Original Credit
Agreement as provided herein;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein and in the Original Credit Agreement,
in consideration of the loans which may hereafter be made by Lender to
Borrowers, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby agree
as follows:

                                   ARTICLE I.

                           Definitions and References

         ss. 1.1. Terms Defined in the Original Credit Agreement. Unless the
context otherwise requires or unless otherwise expressly defined herein, the
terms defined in the Original Credit Agreement shall have the same meanings
whenever used in this Amendment.

         ss. 1.2. Other Defined Terms. Unless the context otherwise requires,
the following terms when used in this Amendment shall have the meanings assigned
to them in this ss.1.2.

                  "Amendment" has the meaning set forth in the introductory
         paragraph hereto.


                                   SECOND AMENDMENT TO RESTATED CREDIT AGREEMENT


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                  "Amendment Documents" means, collectively, this Amendment and
         the confirmation by Guarantor with respect to this Amendment.

                  "Credit Agreement" means the Original Credit Agreement as
         amended hereby.

                  "Original Omnibus Certificate" means the Omnibus Certificate
         dated August 1, 2002 executed and delivered by officers of Borrowers
         pursuant to the Original Credit Agreement.

                                   ARTICLE II.

                     Amendments to Original Credit Agreement

         ss. 2.1. Definitions. The definition of "Alt A/Subprime Sublimit" in
Section 1.1 of the Original Credit Agreement is hereby amended in its entirety
to read as follows:

                  "'ALT A/SUBPRIME SUBLIMIT' means twenty percent (20%) of the
         Commitment."

                                  ARTICLE III.

                           Conditions of Effectiveness

         ss. 3.1. Effective Date. This Amendment shall become effective as of
the date first above written when and only when Lender shall have received, at
Lender's office,

                  (a)      a duly executed counterpart of this Amendment,

                  (b)      a duly executed Consent and Agreement in the form of
         Exhibit A hereto,

                  (c)      a duly executed certificate of the president - chief
         executive officer and secretary of Preferred certifying that (i) the
         specimen signatures of certain duly elected, qualified and acting
         officers of Preferred attached to the Officers' Certificate dated as of
         October 15, 2002 are true and correct, (ii) resolutions of its board of
         directors attached to the Original Omnibus Certificate authorizing the
         execution, delivery, and performance of this Amendment are in full
         force and effect, (iii) the Articles of Incorporation and Bylaws of
         Preferred attached to the Original Omnibus Certificate have not been
         amended since the date of such Certificate,

                  (d)      a duly executed certificate of the president - chief
         executive officer and secretary of General Partner certifying that (i)
         the specimen signatures of certain duly elected, qualified and acting
         officers of General Partner attached to the Officers' Certificate dated
         as of October 15, 2002 are true and correct, (ii) resolutions of the
         board of directors of Preferred by

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         its authority as managing member of General Partner, attached to the
         Original Omnibus Certificate authorizing the execution, delivery, and
         performance of this Amendment are in full force and effect, (iii) the
         Articles of Organization and Members' Agreement of General Partner
         attached to the Original Omnibus Certificate have not been amended
         since the date of such Certificate, and (iv) the Certificate of Limited
         Partnership and the Amended and Restated Agreement of Limited
         Partnership of Technical Mortgage have not been amended since the date
         of such Certificate,

                  (e)      each other document to be executed and delivered by
         Borrowers pursuant hereto or thereto.

                                   ARTICLE IV.

                         Representations and Warranties

         ss. 4.1. Representations and Warranties of Borrowers. In order to
induce Lender to enter into this Amendment, each Borrower represents and
warrants to Lender that:

                  (a)      The representations and warranties contained in
         Article IV of the Original Credit Agreement are true and correct at and
         as of the time of the effectiveness hereof;

                  (b)      Each Borrower is duly authorized to execute and
         deliver this Amendment and the other Amendment Documents and is and
         will continue to be duly authorized to borrow and to perform its
         obligations under the Credit Agreement. Each Borrower has duly taken
         all corporate action necessary to authorize the execution and delivery
         of this Amendment and the other Amendment Documents and to authorize
         the performance of the obligations of such Borrower hereunder and
         thereunder;

                  (c)      The execution and delivery by each Borrower of this
         Amendment and the other Amendment Documents, the performance by such
         Borrower of its obligations hereunder and thereunder and the
         consummation of the transactions contemplated hereby do not and will
         not conflict with any provision of law, statute, rule or regulation or
         of the articles of incorporation and bylaws of such Borrower, or of any
         material agreement, judgment, license, order or permit applicable to or
         binding upon such Borrower, or result in the creation of any lien,
         charge or encumbrance upon any assets or properties of such Borrower.
         Except for those which have been duly obtained, no consent, approval,
         authorization or order of any court or governmental authority or third
         party is required in connection with the execution and delivery by
         either Borrower of this Amendment and the other Amendment Documents or
         to consummate the transactions contemplated hereby and thereby;


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                  (d)      When duly executed and delivered, each of this
         Amendment and the other Amendment Documents will be a legal and binding
         instrument and agreement of each Borrower, enforceable in accordance
         with its terms, except as limited by bankruptcy, insolvency and similar
         laws applying to creditors' rights generally and by principles of
         equity applying to creditors' rights generally; and

                  (e)      The draft of audited annual Consolidated financial
         statements of Borrowers dated as of December 31, 2001 and the unaudited
         quarterly Consolidated financial statements of Borrowers dated as of
         September 30, 2002 fairly present the Consolidated financial position
         at such dates and the Consolidated statement of operations and the
         changes in Consolidated financial position for the periods ending on
         such dates for Borrowers. Copies of such financial statements have
         heretofore been delivered to Bank. Since such dates no material adverse
         change has occurred in the financial condition or businesses or in the
         Consolidated financial condition or businesses of Borrowers.

                                   ARTICLE V.

                                  Miscellaneous

         ss. 5.1. Ratification of Agreement and Guaranties.

                  (a)      The Original Credit Agreement as hereby amended is
         hereby ratified and confirmed in all respects. Any reference to the
         Credit Agreement in any Loan Document shall be deemed to refer to this
         Amendment also. Any reference to the Note in any other Loan Document
         shall be deemed to be a reference to the Renewal Note issued and
         delivered pursuant to this Amendment. The execution, delivery and
         effectiveness of this Amendment, the other Amendment Documents, shall
         not, except as expressly provided herein, operate as a waiver of any
         right, power or remedy of Lender under the Credit Agreement or any
         other Loan Document nor constitute a waiver of any provision of the
         Credit Agreement or any other Loan Document.

                  (b)      Each Borrower hereby ratifies and confirms the
         Guaranty dated as of August 1, 2002 made by it for the benefit of
         Lender covering the Obligations of the other Borrower, and agrees that
         its obligations and covenants thereunder are unimpaired hereby and
         shall remain in full force and effect.

         ss. 5.2. Survival of Agreements. All representations, warranties,
covenants and agreements of Borrowers herein shall survive the execution and
delivery of this Amendment and the performance hereof, and shall further survive
until all of the Obligations are paid in full. All statements and agreements
contained in any certificate or instrument delivered by Borrowers hereunder or
under the Credit Agreement to Lender shall be deemed to constitute
representations and warranties by, or agreements and covenants of, Borrowers
under this Amendment and under the Credit Agreement.


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         ss. 5.3. Loan Documents. This Amendment and the other Amendment
Documents are each a Loan Document, and all provisions in the Credit Agreement
pertaining to Loan Documents apply hereto and thereto.

         ss. 5.4. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of Texas and any applicable
laws of the United States of America in all respects, including construction,
validity and performance.

         ss. 5.5. Counterparts; Fax. This Amendment may be separately executed
in counterparts and by the different parties hereto in separate counterparts,
each of which when so executed shall be deemed to constitute one and the same
Amendment. This Amendment may be duly executed by facsimile or other electronic
transmission.

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

         THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]



                                 5 SECOND AMENDMENT TO RESTATED CREDIT AGREEMENT


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         IN WITNESS WHEREOF, this Amendment is executed as of the date first
above written.



BORROWERS:                       PREFERRED HOME MORTGAGE COMPANY


                                 By: /s/ Paul Leikert
                                    --------------------------------------------
                                    Name: Paul Leikert
                                    Title: President


                                 TECHNICAL MORTGAGE, L.P.

                                 By: TM INVESTMENTS, L.L.C., its General Partner


                                     By: /s/ Paul Leikert
                                        ----------------------------------------
                                        Name: Paul Leikert
                                        Title: President


LENDER:                          GUARANTY BANK


                                 By: /s/ Carolyn Eskridge
                                    --------------------------------------------
                                    Carolyn Eskridge
                                    Senior Vice President



                                   SECOND AMENDMENT TO RESTATED CREDIT AGREEMENT

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THE STATE OF                      )
            --------------------- )
COUNTY OF                         )
          -----------------------


         This instrument was acknowledged before me on _________________, 2002,
by ___________________________, ___________________ of PREFERRED HOME MORTGAGE
COMPANY, a Florida corporation, on behalf of said corporation.


                                          -------------------------------------
                                          Notary Public, State of
                                                                  -------------

                                          -------------------------------------
                                          (printed name)

My Commission Expires:

------------------------



THE STATE OF                      )
            --------------------- )
COUNTY OF                         )
          -----------------------


         This instrument was acknowledged before me on _______________, 2002, by
______________________, _______________________ of TM INVESTMENTS, L.L.C., a
Texas limited liability company, the general partner of TECHNICAL MORTGAGE,
L.P., a Texas limited partnership, on behalf of said partnership.


                                          -------------------------------------
                                          Notary Public, State of
                                                                  -------------

                                          -------------------------------------
                                          (printed name)

My Commission Expires:

------------------------


                                   SECOND AMENDMENT TO RESTATED CREDIT AGREEMENT


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                                                                       EXHIBIT A


                              CONSENT AND AGREEMENT


         TECHNICAL OLYMPIC USA, INC. hereby consents to the provisions of this
Amendment and the transactions contemplated herein, and hereby ratifies and
confirms the Guaranty dated as of August 1, 2002 made by it for the benefit of
Lender, and agrees that its obligations and covenants thereunder are unimpaired
hereby and shall remain in full force and effect.


                                         TECHNICAL OLYMPIC USA, INC.




                                         By:
                                             -----------------------------------
                                             Name:
                                             Title:


                                   SECOND AMENDMENT TO RESTATED CREDIT AGREEMENT