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                                                                    EXHIBIT 4.14
                                                               EXECUTION VERSION

                           TECHNICAL OLYMPIC USA, INC.

                                  $100,000,000

                            9% Senior Notes Due 2010

                          REGISTRATION RIGHTS AGREEMENT

                                                              New York, New York
                                                                February 3, 2003

Salomon Smith Barney Inc.
Deutsche Bank Securities Inc.
Fleet Securities, Inc.
As Representatives of the Initial Purchasers
c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013

Dear Sirs:

                  Technical Olympic USA, Inc., a corporation organized under the
laws of the State of Delaware (the "Company"), proposes to issue and sell to
certain purchasers (the "Initial Purchasers"), upon the terms set forth in a
purchase agreement, dated January 29, 2003 (the "Purchase Agreement"),
$100,000,000 aggregate principal amount of its 9% Senior Notes due 2010 (the
"Notes") relating to the initial placement of the Notes (the "Initial
Placement"). The Notes will be unconditionally guaranteed (the "Guarantees" and
together with the Notes, the "Securities") on a senior basis by each of the
Company's direct and indirect domestic subsidiaries set forth on the signature
page hereto (the "Guarantors"). To induce the Initial Purchasers to enter into
the Purchase Agreement and to satisfy a condition of your obligations
thereunder, the Company and the Guarantors agree with you for your benefit and
the benefit of the holders from time to time of the Securities (including the
Initial Purchasers) and the New Securities (as defined herein) (each a "Holder"
and, together, the "Holders"), as follows:

                  1.       Definitions. Capitalized terms used herein without
definition shall have their respective meanings set forth in the Purchase
Agreement. As used in this Agreement, the following capitalized defined terms
shall have the following meanings:

                  "Act" shall mean the Securities Act of 1933, as amended, and
the rules and regulations of the Commission promulgated thereunder.

                  "Affiliate" of any specified Person shall mean any other
Person that, directly or indirectly, is in control of, is controlled by, or is
under common control with, such specified Person. For purposes of this
definition, control of a Person shall mean the power, direct or

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indirect, to direct or cause the direction of the management and policies of
such Person whether by contract or otherwise; and the terms "controlling" and
"controlled" shall have meanings correlative to the foregoing.

                  "Broker-Dealer" shall mean any broker or dealer registered as
such under the Exchange Act.

                  "Business Day" shall mean any day other than a Saturday, a
Sunday or a legal holiday or a day on which banking institutions or trust
companies are authorized or obligated by law to close in New York City.

                  "Commission" shall mean the Securities and Exchange
Commission.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission promulgated
thereunder.

                  "Exchange Offer Registration Period" shall mean the 180-day
period following the consummation of the Registered Exchange Offer, exclusive of
any period during which any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement, or such shorter
period as will terminate when all New Securities held by Exchanging Dealers or
Initial Purchasers have been sold pursuant thereto.

                  "Exchange Offer Registration Statement" shall mean a
registration statement of the Company and the Guarantors on an appropriate form
under the Act with respect to the Registered Exchange Offer, all amendments and
supplements to such registration statement, including post-effective amendments
thereto, in each case including the Prospectus contained therein, all exhibits
thereto and all material incorporated by reference therein.

                  "Exchanging Dealer" shall mean any Holder (which may include
any Initial Purchaser) that is a Broker-Dealer and elects to exchange for New
Securities any Securities that it acquired for its own account as a result of
market-making activities or other trading activities (but not directly from the
Company or any Affiliate of the Company).

                  "Final Memorandum" shall have the meaning set forth in the
Purchase Agreement.

                  "Holder" shall have the meaning set forth in the preamble
hereto.

                  "Indenture" shall mean the Indenture relating to the
Securities, dated as of February 3, 2003, between the Company, the Guarantors
and Wells Fargo Bank Minnesota, National Association, as trustee, as the same
may be amended from time to time in accordance with the terms thereof.

                  "Initial Placement" shall have the meaning set forth in the
preamble hereto.

                  "Initial Purchasers" shall have the meaning set forth in the
preamble hereto.

                  "Losses" shall have the meaning set forth in Section 7(d)
hereof.

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                  "Majority Holders" shall mean the Holders of a majority of the
aggregate principal amount of Securities and/or New Securities, as applicable,
registered under a Registration Statement.

                  "Managing Underwriters" shall mean the investment banker or
investment bankers and manager or managers that shall administer an underwritten
offering.

                  "New Notes" shall mean debt securities of the Company,
guaranteed by the Guarantors, identical in all material respects to the Notes
(except that the cash interest and interest rate step-up provisions and the
transfer restrictions shall be modified or eliminated, as appropriate) and to be
issued under the Indenture or the New Securities Indenture.

                  "New Securities" shall mean debt securities of the Company and
the related guarantees of the Guarantors, identical in all material respects to
the Securities (except that the cash interest and interest rate step-up
provisions and the transfer restrictions shall be modified or eliminated, as
appropriate) and to be issued under the Indenture or the New Securities
Indenture.

                  "New Securities Indenture" shall mean an indenture between the
Company, the Guarantors and the New Securities Trustee, identical in all
material respects to the Indenture (except that the cash interest and interest
rate step-up provisions will be modified or eliminated, as appropriate).

                  "New Securities Trustee" shall mean a bank or trust company
reasonably satisfactory to the Initial Purchasers, as trustee with respect to
the New Securities under the New Securities Indenture.

                  "Prospectus" shall mean the prospectus included in any
Registration Statement (including, without limitation, a prospectus that
discloses information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A under the Act), as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Securities or the New Securities covered
by such Registration Statement, and all amendments and supplements thereto and
all material incorporated by reference therein.

                  "Purchase Agreement" shall have the meaning set forth in the
preamble hereto.

                  "Registered Exchange Offer" shall mean the proposed offer of
the Company to issue and deliver to the Holders of the Securities that are not
prohibited by any law or policy of the Commission from participating in such
offer, in exchange for the Securities, a like aggregate principal amount of the
New Notes and Related Guarantees.

                  "Registration Statement" shall mean any Exchange Offer
Registration Statement or Shelf Registration Statement that covers any of the
Securities or the New Securities pursuant to the provisions of this Agreement,
any amendments and supplements to such registration statement, including
post-effective amendments (in each case including the Prospectus contained
therein), all exhibits thereto and all material incorporated by reference
therein.

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                  "Related Guarantees" shall mean the guarantees of the
Guarantors to be issued under the Indenture or the New Securities Indenture in
respect of New Notes.

                  "Securities" shall have the meaning set forth in the preamble
hereto.

                  "Shelf Registration" shall mean a registration effected
pursuant to Section 3 hereof.

                  "Shelf Registration Period" has the meaning set forth in
Section 3(b) hereof.

                  "Shelf Registration Statement" shall mean a "shelf"
registration statement of the Company and the Guarantors pursuant to the
provisions of Section 3 hereof which covers some or all of the Securities and/or
New Securities, as applicable, on an appropriate form under Rule 415 under the
Act, or any similar rule that may be adopted by the Commission, amendments and
supplements to such registration statement, including post-effective amendments,
in each case including the Prospectus contained therein, all exhibits thereto
and all material incorporated by reference therein.

                  "Trustee" shall mean the trustee with respect to the
Securities and New Securities under the Indenture.

                  "Underwriter" shall mean any underwriter of Securities or New
Securities in connection with an offering thereof under a Registration
Statement.

                  2.       Registered Exchange Offer.

                           (a)      The Company and the Guarantors shall
         prepare, at their cost, and, not later than 90 days following the date
         of the original issuance of the Securities (or if such 90th day is not
         a Business Day, the next succeeding Business Day), shall file with the
         Commission the Exchange Offer Registration Statement with respect to
         the Registered Exchange Offer. The Company and the Guarantors shall use
         their best efforts to cause the Exchange Offer Registration Statement
         to become effective under the Act not later than 180 days following the
         date of the original issuance of the Securities (or if such 180th day
         is not a Business Day, the next succeeding Business Day).

                           (b)      Upon the effectiveness of the Exchange Offer
         Registration Statement, the Company and the Guarantors shall promptly
         commence the Registered Exchange Offer, it being the objective of such
         Registered Exchange Offer to enable each Holder electing to exchange
         Securities for New Securities (assuming that such Holder is not an
         Affiliate of the Company, acquires the New Securities in the ordinary
         course of such Holder's business, has no arrangements with any Person
         to participate in the distribution of the New Securities and is not
         prohibited by any law or policy of the Commission from participating in
         the Registered Exchange Offer) and to trade such New Securities from
         and after their receipt without any limitations or restrictions under
         the Act and without material restrictions under the securities laws of
         a substantial proportion of the several states of the United States.

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                           (c)      In connection with the Registered Exchange
         Offer, the Company and the Guarantors shall:

                                    (i)      mail to each Holder a copy of the
                  Prospectus forming part of the Exchange Offer Registration
                  Statement, together with an appropriate letter of transmittal
                  and related documents;

                                    (ii)     keep the Registered Exchange Offer
                  open for not less than 20 business days and not more than 45
                  days after the date notice thereof is mailed to the Holders
                  (or, in each case, longer if required by applicable law);

                                    (iii)    use their best efforts to keep the
                  Exchange Offer Registration Statement continuously effective
                  under the Act, supplemented and amended as required, under the
                  Act to ensure that it is available for sales of New Securities
                  by Exchanging Dealers or the Initial Purchasers during the
                  Exchange Offer Registration Period;

                                    (iv)     utilize the services of a
                  depositary for the Registered Exchange Offer with an address
                  in the Borough of Manhattan in New York City, which may be the
                  Trustee, the New Securities Trustee or an Affiliate of either
                  of them;

                                    (v)      permit Holders to withdraw tendered
                  Securities at any time prior to the close of business, New
                  York time, on the last Business Day on which the Registered
                  Exchange Offer is open;

                                    (vi)     prior to effectiveness of the
                  Exchange Offer Registration Statement, provide a supplemental
                  letter to the Commission (A) stating that the Company and the
                  Guarantors are conducting the Registered Exchange Offer in
                  reliance on the position of the Commission in Exxon Capital
                  Holdings Corporation (pub. avail. May 13, 1988), Morgan
                  Stanley and Co., Inc. (pub. avail. June 5, 1991); and
                  (B) including a representation that the Company and the
                  Guarantors have not entered into any arrangement or
                  understanding with any Person to distribute the New Securities
                  to be received in the Registered Exchange Offer and that, to
                  the best of their information and belief, each Holder
                  participating in the Registered Exchange Offer is acquiring
                  the New Securities in the ordinary course of business and has
                  no arrangement or understanding with any Person to participate
                  in the distribution of the New Securities; and

                                    (vii)    comply in all material respects
                  with all applicable laws.

                           (d)      As soon as practicable after the close of
         the Registered Exchange Offer, the Company and the Guarantors shall:

                                    (i)      accept for exchange all Notes
                  tendered and not validly withdrawn pursuant to the Registered
                  Exchange Offer;

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                                    (ii)     deliver to the Trustee for
                  cancellation in accordance with Section 5(s) all Notes so
                  accepted for exchange; and

                                    (iii)    cause the Trustee or New Securities
                  Trustee, as the case may be, promptly to authenticate and
                  deliver to each Holder of Securities a principal amount of New
                  Notes equal to the principal amount of the Notes of such
                  Holder so accepted for exchange.

                           (e)      Each Holder hereby acknowledges and agrees
         that any Broker-Dealer and any such Holder using the Registered
         Exchange Offer to participate in a distribution of the New Securities
         (x) could not under Commission policy as in effect on the date of this
         Agreement rely on the position of the Commission in Morgan Stanley and
         Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings
         Corporation (pub. avail. May 13, 1988), as interpreted in the
         Commission's letter to Shearman & Sterling dated July 2, 1993 and
         similar no-action letters; and (y) must comply with the registration
         and prospectus delivery requirements of the Act in connection with any
         secondary resale transaction which must be covered by an effective
         registration statement containing the selling security holder
         information required by Item 507 or 508, as applicable, of Regulation
         S-K under the Act if the resales are of New Securities obtained by such
         Holder in exchange for Securities acquired by such Holder directly from
         the Company or one of its Affiliates. Accordingly, each Holder
         participating in the Registered Exchange Offer shall be required to
         represent to the Company and the Guarantors that, at the time of the
         consummation of the Registered Exchange Offer:

                                    (i)      any New Securities received by such
                  Holder will be acquired in the ordinary course of business;

                                    (ii)     such Holder will have no
                  arrangement or understanding with any Person to participate in
                  the distribution of the Securities or the New Securities
                  within the meaning of the Act;

                                    (iii)    such Holder is not an Affiliate of
                  the Company or any of the Guarantors or if it is an Affiliate,
                  such Holder will comply with the registration and prospectus
                  delivery requirements of the Act to the extent applicable;

                                    (iv)     if such Holder is not a
                  Broker-Dealer, that it is not engaged in, and does not intend
                  to engage in, the distribution of the New Securities; and

                                    (v)      if such Holder is a Broker-Dealer,
                  that it will receive New Securities for its own account in
                  exchange for Securities that were acquired as a result of
                  market-making activities or other trading activities and that
                  it will deliver a prospectus in connection with any resale of
                  such New Securities.

                           (f)      If any Initial Purchaser determines that it
         is not eligible to participate in the Registered Exchange Offer with
         respect to the exchange of Securities constituting any portion of an
         unsold allotment, at the request of such Initial Purchaser, the Company
         and the Guarantors shall issue and deliver to such Initial Purchaser or
         the

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         Person purchasing New Securities registered under a Shelf Registration
         Statement as contemplated by Section 3 hereof from such Initial
         Purchaser, in exchange for such Securities, a like principal amount of
         New Notes and Related Guarantees. The Company and the Guarantors shall
         use their reasonable efforts to cause the CUSIP Service Bureau to issue
         the same CUSIP number for such New Securities as for New Securities
         issued pursuant to the Registered Exchange Offer.

                  3.       Shelf Registration.

                           (a)      If (i) due to any change in law or
         applicable interpretations thereof by the Commission's staff, the
         Company determines upon advice of its outside counsel that it is not
         permitted to effect the Registered Exchange Offer as contemplated by
         Section 2 hereof; (ii) for any other reason the Exchange Offer
         Registration Statement is not declared effective within 180 days
         following the date of the original issuance of the Securities or the
         Registered Exchange Offer is not consummated within 45 days following
         the date that is 180 days following the date of the original issuance;
         (iii) any Initial Purchaser so requests with respect to Securities that
         are not eligible to be exchanged for New Securities in the Registered
         Exchange Offer and that are held by it following consummation of the
         Registered Exchange Offer; (iv) any Holder (other than an Initial
         Purchaser) is not eligible to participate in the Registered Exchange
         Offer or does not receive freely tradeable New Securities in the
         Registered Exchange Offer other than by reason of such Holder being an
         Affiliate of the Company (it being understood that the requirement that
         a participating Broker-Dealer deliver the prospectus contained in the
         Exchange Offer Registration Statement in connection with sales of New
         Securities shall not result in such New Securities being not "freely
         tradeable"); or (v) in the case of any Initial Purchaser that
         participates in the Registered Exchange Offer or acquires New
         Securities pursuant to Section 2(f) hereof, such Initial Purchaser does
         not receive freely tradeable New Securities in exchange for Securities
         constituting any portion of an unsold allotment (it being understood
         that (x) the requirement that an Initial Purchaser deliver a Prospectus
         containing the information required by Item 507 or 508 of Regulation
         S-K under the Act in connection with sales of New Securities acquired
         in exchange for such Securities shall result in such New Securities
         being not "freely tradeable;" and (y) the requirement that an
         Exchanging Dealer deliver a Prospectus in connection with sales of New
         Securities acquired in the Registered Exchange Offer in exchange for
         Securities acquired as a result of market-making activities or other
         trading activities shall not result in such New Securities being not
         "freely tradeable") the Company and the Guarantors shall effect a Shelf
         Registration Statement in accordance with subsection (b) below.

                           (b)      If required pursuant to subsection (a)
         above,

                                    (i)      the Company and the Guarantors, at
                  their cost, shall as promptly as practicable, file with the
                  Commission and thereafter shall use their best efforts to
                  cause to be declared effective under the Act a Shelf
                  Registration Statement relating to the offer and sale of the
                  Securities or the New Securities, as applicable, by the
                  Holders thereof from time to time in accordance with the
                  methods of distribution elected by such Holders and set forth
                  in such Shelf Registration Statement; provided, however, that
                  no Holder (other than an Initial

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                  Purchaser) shall be entitled to have the Securities or New
                  Securities held by it covered by such Shelf Registration
                  Statement unless such Holder agrees in writing to be bound by
                  all of the provisions of this Agreement applicable to such
                  Holder; and provided further, that with respect to New
                  Securities received by an Initial Purchaser in exchange for
                  Securities constituting any portion of an unsold allotment,
                  the Company and the Guarantors may, if permitted by current
                  interpretations by the Commission's staff, file a
                  post-effective amendment to the Exchange Offer Registration
                  Statement containing the information required by Item 507 or
                  508 of Regulation S-K, as applicable, in satisfaction of their
                  obligations under this subsection with respect thereto, and
                  any such Exchange Offer Registration Statement, as so amended,
                  shall be referred to herein as, and governed by the provisions
                  herein applicable to, a Shelf Registration Statement.

                                    (ii)     the Company and the Guarantors
                  shall use their best efforts to keep the Shelf Registration
                  Statement continuously effective, supplemented and amended as
                  required by the Act, in order to permit the Prospectus forming
                  part thereof to be usable by Holders for a period the earlier
                  of (A) the time when all of the Securities or New Securities,
                  as applicable, covered by the Shelf Registration Statement can
                  be sold pursuant to Rule 144 without limitation under clauses
                  (c), (e), (f) and (h) of Rule 144, (B) the date on which all
                  the Securities or New Securities, as applicable, covered by
                  the Shelf Registration Statement have been sold pursuant to
                  the Shelf Registration Statement, and (C) the date two years
                  from the date the Shelf Registration Statement is declared
                  effective by the Commission (in any such case, such period
                  being called the "Shelf Registration Period"). The Company and
                  the Guarantors shall be deemed not to have used their best
                  efforts to keep the Shelf Registration Statement effective
                  during the requisite period if they voluntarily take any
                  action that would result in Holders of Securities or New
                  Securities covered thereby not being able to offer and sell
                  such Securities or New Securities during that period, unless
                  (A) such action is required by applicable law; or (B) such
                  action is taken by the Company and the Guarantors in good
                  faith and for valid business reasons (not including avoidance
                  of the Company's and the Guarantors' obligations hereunder),
                  including the acquisition or divestiture of assets, so long as
                  the Company and the Guarantors promptly thereafter comply with
                  the requirements of Section 5(k) hereof, if applicable.

                                    (iii)    the Company and the Guarantors
                  shall cause the Shelf Registration Statement and the related
                  Prospectus and any amendment or supplement thereto, as of the
                  effective date of the Shelf Registration Statement or such
                  amendment or supplement, (A) to comply in all material
                  respects with the applicable requirements of the Securities
                  Act and the rules and regulations of the Commission; and (B)
                  not to contain any untrue statement of a material fact or omit
                  to state a material fact required to be stated therein or
                  necessary in order to make the statements therein, in the
                  light of the circumstances under which they were made, not
                  misleading.

                  4.       Special Interest. If (a) on or prior to the 90th day
         following the original issue date of the Securities, neither the
         Exchange Offer Registration Statement nor the Shelf

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         Registration Statement has been filed with the Commission, (b) on or
         prior to the 180th day following the original issue date of the
         Securities, neither the Exchange Offer Registration Statement nor the
         Shelf Registration Statement has been declared effective, (c) on or
         prior to the [30]th day following the date the Exchange Offer
         Registration Statement is first declared effective, neither the
         Registered Exchange Offer has been consummated nor the Shelf
         Registration Statement has been declared effective, or (d) after either
         the Exchange Offer Registration Statement or the Shelf Registration
         Statement has been declared effective, such Registration Statement
         thereafter ceases to be effective or usable in connection with resales
         of Securities or New Securities in accordance with and during the
         periods specified in this Agreement (each such event referred to in
         clauses (a) through (d), a ("Registration Default"), interest ("Special
         Interest") will accrue on the principal amount of the Securities and
         the New Securities (in addition to the stated interest on the
         Securities and New Securities) from and including the date on which any
         such Registration Default shall occur to but excluding the date on
         which all Registration Defaults have been cured. Special Interest will
         accrue at a rate of 0.25% per annum during the 90-day period
         immediately following the occurrence of such Registration Default and
         shall increase by 0.25% per annum at the end of each subsequent 90-day
         period, but in no event shall such rate exceed 1.00% per annum.

                  All obligations of the Company and the Guarantors set forth in
         the preceding paragraph that are outstanding with respect to any
         Security at the time such Security is exchanged for a New Security
         shall survive until such time as all such obligations with respect to
         such Security have been satisfied in full.

                  5.       Additional Registration Procedures. In connection
         with any Shelf Registration Statement and, to the extent applicable,
         any Exchange Offer Registration Statement, the following provisions
         shall apply.

                           (a)      The Company and the Guarantors shall:

                                    (i)      furnish to you, not less than five
                  Business Days prior to the filing thereof with the Commission,
                  a copy of any Exchange Offer Registration Statement and any
                  Shelf Registration Statement, and each amendment thereof and
                  each amendment or supplement, if any, to the Prospectus
                  included therein (including all documents incorporated by
                  reference therein after the initial filing) and shall use
                  their commercially reasonable best efforts to reflect in each
                  such document, when so filed with the Commission, such
                  comments as you reasonably propose;

                                    (ii)     include the information set forth
                  in Annex A hereto on the facing page of the Exchange Offer
                  Registration Statement, in Annex B hereto in the forepart of
                  the Exchange Offer Registration Statement in a section setting
                  forth details of the Exchange Offer, in Annex C hereto in the
                  underwriting or plan of distribution section of the Prospectus
                  contained in the Exchange Offer Registration Statement, and in
                  Annex D hereto in the letter of transmittal delivered pursuant
                  to the Registered Exchange Offer;

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                                    (iii)    if requested by an Initial
                  Purchaser, include the information required by Item 507 or 508
                  of Regulation S-K, as applicable, in the Prospectus contained
                  in the Exchange Offer Registration Statement; and

                                    (iv)     in the case of a Shelf Registration
                  Statement, include the names of the Holders that propose to
                  sell Securities or New Securities, as applicable, pursuant to
                  the Shelf Registration Statement as selling security holders.

                           (b)      The Company and the Guarantors shall ensure
         that:

                                    (i)      any Registration Statement and any
                  amendment thereto and any Prospectus forming part thereof and
                  any amendment or supplement thereto complies in all material
                  respects with the Act and the rules and regulations
                  thereunder; and

                                    (ii)     any Registration Statement and any
                  amendment thereto does not, when it becomes effective, contain
                  an untrue statement of a material fact or omit to state a
                  material fact required to be stated therein or necessary to
                  make the statements therein not misleading.

                           (c)      The Company and the Guarantors shall advise
         you, the Holders of Securities or New Securities covered by any Shelf
         Registration Statement and any Exchanging Dealer or Initial Purchaser
         under any Exchange Offer Registration Statement that has provided in
         writing to the Company and the Guarantors a telephone or facsimile
         number and address for notices, and, if requested by you or any such
         Holder, Exchanging Dealer or Initial Purchaser, shall confirm such
         advice in writing (which notice pursuant to clauses (ii)-(v) hereof
         shall be accompanied by an instruction to suspend the use of the
         Prospectus until the Company and the Guarantors shall have remedied the
         basis for such suspension):

                                    (i)      when a Registration Statement and
                  any amendment thereto has been filed with the Commission and
                  when the Registration Statement or any post-effective
                  amendment thereto has become effective;

                                    (ii)     of any request by the Commission
                  for any amendment or supplement to the Registration Statement
                  or the Prospectus or for additional information;

                                    (iii)    of the issuance by the Commission
                  of any stop order suspending the effectiveness of the
                  Registration Statement or the initiation of any proceedings
                  for that purpose;

                                    (iv)     of the receipt by the Company and
                  the Guarantors of any notification with respect to the
                  suspension of the qualification of the Securities or New
                  Securities included therein for sale in any jurisdiction or
                  the initiation of any proceeding for such purpose; and

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                                    (v)      of the happening of any event that
                  requires any change in the Registration Statement or the
                  Prospectus so that, as of such date, the statements therein
                  are not misleading and do not omit to state a material fact
                  required to be stated therein or necessary to make the
                  statements therein (in the case of the Prospectus, in the
                  light of the circumstances under which they were made) not
                  misleading.

                           (d)      The Company and the Guarantors shall use
         their best efforts to obtain the withdrawal of any order suspending the
         effectiveness of any Registration Statement or the qualification of the
         Securities or New Securities therein for sale in any jurisdiction at
         the earliest possible time.

                           (e)      The Company and the Guarantors shall furnish
         to each Holder of Securities or New Securities covered by any Shelf
         Registration Statement, without charge, at least one copy of such Shelf
         Registration Statement and any post-effective amendment thereto,
         including all material incorporated therein by reference, and, if the
         Holder so requests in writing, all exhibits thereto (including exhibits
         incorporated by reference therein).

                           (f)      The Company and the Guarantors shall, during
         the Shelf Registration Period, deliver to each Holder of Securities or
         New Securities covered by any Shelf Registration Statement, without
         charge, as many copies of the Prospectus (including each preliminary
         Prospectus) included in such Shelf Registration Statement and any
         amendment or supplement thereto as such Holder may reasonably request.
         The Company and the Guarantors consent to the use of the Prospectus or
         any amendment or supplement thereto by each of the selling Holders of
         Securities or New Securities in connection with the offering and sale
         of the Securities or New Securities covered by the Prospectus, or any
         amendment or supplement thereto, included in the Shelf Registration
         Statement.

                           (g)      The Company and the Guarantors shall furnish
         to each Exchanging Dealer or Initial Purchaser which so requests,
         without charge, at least one copy of the Exchange Offer Registration
         Statement and any post-effective amendment thereto, including all
         material incorporated by reference therein, and, if the Exchanging
         Dealer so requests in writing, all exhibits thereto (including exhibits
         incorporated by reference therein).

                           (h)      The Company and the Guarantors shall
         promptly deliver to each Initial Purchaser, each Exchanging Dealer and
         each other Person required to deliver a Prospectus during the Exchange
         Offer Registration Period, without charge, as many copies of the
         Prospectus included in such Exchange Offer Registration Statement and
         any amendment or supplement thereto as any such Person may reasonably
         request. The Company and the Guarantors consent to the use of the
         Prospectus or any amendment or supplement thereto by any Initial
         Purchaser, any Exchanging Dealer and any such other Person that may be
         required to deliver a Prospectus following the Registered Exchange
         Offer in connection with the offering and sale of the New Securities
         covered by the

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         Prospectus, or any amendment or supplement thereto, included in the
         Exchange Offer Registration Statement.

                           (i)      Prior to the Registered Exchange Offer or
         any other offering of Securities or New Securities pursuant to any
         Registration Statement, the Company and the Guarantors shall arrange,
         if necessary, for the qualification of the Securities or the New
         Securities for sale under the laws of such jurisdictions as any Holder
         shall reasonably request and will maintain such qualification in effect
         so long as required; provided that in no event shall the Company and
         the Guarantors be obligated to qualify to do business in any
         jurisdiction where they are not then so qualified or to take any action
         that would subject them to service of process in suits or taxation,
         other than those arising out of the Initial Placement, the Registered
         Exchange Offer or any offering pursuant to a Shelf Registration
         Statement, in any such jurisdiction where they are not then so subject.

                           (j)      The Company and the Guarantors shall
         cooperate with the Holders of Securities and New Securities to
         facilitate the timely preparation and delivery of certificates
         representing New Securities or Securities to be issued or sold pursuant
         to any Registration Statement free of any restrictive legends and in
         such denominations and registered in such names as Holders may request.

                           (k)      Upon the occurrence of any event
         contemplated by subsections (c)(ii) through (v) above, the Company and
         the Guarantors shall promptly prepare a post-effective amendment to the
         applicable Registration Statement or an amendment or supplement to the
         related Prospectus or file any other required document so that, as
         thereafter delivered to Initial Purchasers or Exchanging Dealers, the
         Prospectus will not include an untrue statement of a material fact or
         omit to state any material fact necessary to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading. In such circumstances, the period of effectiveness of
         the Exchange Offer Registration Statement provided for in Section 2 and
         the Shelf Registration Statement provided for in Section 3(b) shall
         each be extended by the number of days from and including the date of
         the giving of a notice of suspension pursuant to Section 5(c) to and
         including the date when the Initial Purchasers, the Holders of the
         Securities or New Securities and any known Exchanging Dealer shall have
         received such amended or supplemented Prospectus pursuant to this
         Section.

                           (l)      Not later than the effective date of any
         Registration Statement, the Company and the Guarantors shall provide a
         CUSIP number for the Securities or the New Securities, as the case may
         be, registered under such Registration Statement and provide the
         Trustee with printed certificates for such Securities or New
         Securities, in a form eligible for deposit with The Depository Trust
         Company.

                           (m)      The Company and the Guarantors shall comply
         with all applicable rules and regulations of the Commission and shall
         make generally available to their security holders as soon as
         practicable after the effective date of the applicable Registration
         Statement an earnings statement satisfying the provisions of Section
         11(a) of the Act.

                                       12

<PAGE>

                           (n)      The Company and the Guarantors shall cause
         the Indenture or the New Securities Indenture, as the case may be, to
         be qualified under the Trust Indenture Act in a timely manner.

                           (o)      The Company and the Guarantors may require
         each Holder of Securities or New Securities to be sold pursuant to any
         Shelf Registration Statement to furnish to the Company and the
         Guarantors such information regarding the Holder and the distribution
         of such Securities as the Company and the Guarantors may from time to
         time reasonably require for inclusion in such Registration Statement.
         The Company and the Guarantors may exclude from such Shelf Registration
         Statement the Securities or New Securities of any Holder that fails to
         furnish such information within a reasonable time after receiving such
         request.

                           (p)      In the case of any Shelf Registration
         Statement, the Company and the Guarantors shall enter into such
         agreements and take all other appropriate actions (including if
         requested an underwriting agreement in customary form) in order to
         expedite or facilitate the registration or the disposition of the
         Securities or New Securities, and in connection therewith, if an
         underwriting agreement is entered into, cause the same to contain
         indemnification provisions and procedures no less favorable than those
         set forth in Section 7 (or such other provisions and procedures
         acceptable to the Majority Holders and the Managing Underwriters, if
         any, with respect to all parties to be indemnified pursuant to Section
         7).

                           (q)      In the case of any Shelf Registration
         Statement, the Company and the Guarantors shall:

                                    (i)      make reasonably available for
                  inspection by the Holders of Securities or New Securities to
                  be registered thereunder, any Underwriter participating in any
                  disposition pursuant to such Registration Statement, and any
                  attorney, accountant or other agent retained by the Holders or
                  any such Underwriter all relevant financial and other records,
                  pertinent corporate documents and properties of the Company
                  and its subsidiaries;

                                    (ii)     cause the Company's officers,
                  directors and employees to supply all relevant information
                  reasonably requested by the Holders or any such Underwriter,
                  attorney, accountant or agent in connection with any such
                  Registration Statement as is customary for similar due
                  diligence examinations; provided, however, that any
                  information that is designated in writing by the Company, in
                  good faith, as confidential at the time of delivery of such
                  information shall be kept confidential by the Holders or any
                  such Underwriter, attorney, accountant or agent, unless such
                  disclosure is made in connection with a court proceeding or
                  required by law, or such information becomes available to the
                  public generally or through a third party without an
                  accompanying obligation of confidentiality;

                                    (iii)    make such representations and
                  warranties to the Holders of Securities or New Securities
                  registered thereunder and the Underwriters, if any, in

                                       13

<PAGE>

                  form, substance and scope as are customarily made by issuers
                  to Underwriters in primary underwritten offerings and covering
                  matters including, but not limited to, those set forth in the
                  Purchase Agreement;

                                    (iv)     obtain opinions of counsel to the
                  Company and the Guarantors and updates thereof (which counsel
                  and opinions (in form, scope and substance) shall be
                  reasonably satisfactory to the Managing Underwriters, if any)
                  addressed to each selling Holder and the Underwriters, if any,
                  covering such matters as are customarily covered in opinions
                  requested in underwritten offerings and such other matters as
                  may be reasonably requested by such Holders and Underwriters;

                                    (v)      obtain "cold comfort" letters and
                  updates thereof from the independent certified public
                  accountants of the Company (and, if necessary, any other
                  independent certified public accountants of any subsidiary of
                  the Company or of any business acquired by the Company for
                  which financial statements and financial data are, or are
                  required to be, included in the Registration Statement),
                  addressed to each selling Holder of Securities or New
                  Securities registered thereunder and the Underwriters, if any,
                  in customary form and covering matters of the type customarily
                  covered in "cold comfort" letters in connection with primary
                  underwritten offerings; and

                                    (vi)     deliver such documents and
                  certificates as may be reasonably requested by the Majority
                  Holders and the Managing Underwriters, if any, including those
                  to evidence compliance with Section 5(k) and with any
                  customary conditions contained in the underwriting agreement
                  or other agreement entered into by the Company and the
                  Guarantors.

The actions set forth in clauses (iii), (iv), (v) and (vi) of this Section shall
be performed at (A) the effectiveness of such Registration Statement and each
post-effective amendment thereto; and (B) each closing under any underwriting or
similar agreement as and to the extent required thereunder.

                           (r)      In the case of any Exchange Offer
         Registration Statement, the Company and the Guarantors shall upon the
         request of an Exchanging Dealer:

                                    (i)      make reasonably available for
                  inspection by such Initial Purchaser or Exchanging Dealer, and
                  any attorney, accountant or other agent retained by such
                  Initial Purchaser or Exchanging Dealer, all relevant financial
                  and other records, pertinent corporate documents and
                  properties of the Company and its subsidiaries;

                                    (ii)     cause the Company's officers,
                  directors and employees to supply all relevant information
                  reasonably requested by such Initial Purchaser or Exchanging
                  Dealer or any such attorney, accountant or agent in connection
                  with any such Registration Statement as is customary for
                  similar due diligence examinations; Provided, However, that
                  any information that is designated in

                                       14

<PAGE>

                  writing by the Company, in good faith, as confidential at the
                  time of delivery of such information shall be kept
                  confidential by such Initial Purchaser or Exchanging Dealer or
                  any such attorney, accountant or agent, unless such disclosure
                  is made in connection with a court proceeding or required by
                  law, or such information becomes available to the public
                  generally or through a third party without an accompanying
                  obligation of confidentiality;

                                    (iii)    make such representations and
                  warranties to such Initial Purchaser or Exchanging Dealer, in
                  form, substance and scope as are customarily made by issuers
                  to Underwriters in primary underwritten offerings and covering
                  matters including, but not limited to, those set forth in the
                  Purchase Agreement;

                                    (iv)     obtain opinions of counsel to the
                  Company and the Guarantors and updates thereof (which counsel
                  and opinions (in form, scope and substance) shall be
                  reasonably satisfactory to such Initial Purchaser or
                  Exchanging Dealer and their respective counsel, addressed to
                  such Initial Purchaser or Exchanging Dealer, covering such
                  matters as are customarily covered in opinions requested in
                  underwritten offerings and such other matters as may be
                  reasonably requested by such Initial Purchaser or Exchanging
                  Dealer or their respective counsel;

                                    (v)      obtain "cold comfort" letters and
                  updates thereof from the independent certified public
                  accountants of the Company (and, if necessary, any other
                  independent certified public accountants of any subsidiary of
                  the Company or of any business acquired by the Company for
                  which financial statements and financial data are, or are
                  required to be, included in the Registration Statement),
                  addressed to such Initial Purchaser or Exchanging Dealer, in
                  customary form and covering matters of the type customarily
                  covered in "cold comfort" letters in connection with primary
                  underwritten offerings, or if requested by such Initial
                  Purchaser or Exchanging Dealer or their respective counsel in
                  lieu of a "cold comfort" letter, an agreed-upon procedures
                  letter under Statement on Auditing Standards No. 35, covering
                  matters requested by such Initial Purchaser or Exchanging
                  Dealer or their respective counsel; and

                                    (vi)     deliver such documents and
                  certificates as may be reasonably requested by such Initial
                  Purchaser or Exchanging Dealer or their respective counsel,
                  including those to evidence compliance with Section 5(k) and
                  with conditions customarily contained in underwriting
                  agreements.

The foregoing actions set forth in clauses (iii), (iv), (v), and (vi) of this
Section if so requested shall be performed at close of the Registered Exchange
Offer and the effective date of any post-effective amendment to the Exchange
Offer Registration Statement.

                           (s)      If a Registered Exchange Offer is to be
         consummated, upon delivery of the Securities by Holders to the Company
         (or to such other Person as directed by the Company) in exchange for
         the New Securities, the Company shall mark, or caused to be marked, on
         the Securities so exchanged that such Securities are being canceled in

                                       15

<PAGE>

         exchange for the New Securities. In no event shall the Securities be
         marked as paid or otherwise satisfied.

                           (t)      The Company and the Guarantors will use
         their commercially reasonable best efforts to confirm the ratings of
         the Securities will apply to the Securities or the New Securities, as
         the case may be, covered by a Shelf Registration Statement.

                           (u)      In the event that any Broker-Dealer shall
         underwrite any Securities or New Securities or participate as a member
         of an underwriting syndicate or selling group or "assist in the
         distribution" (within the meaning of the Rules of Fair Practice and the
         By-Laws of the National Association of Securities Dealers, Inc.)
         thereof, whether as a Holder of such Securities or New Securities or as
         an Underwriter, a placement or sales agent or a broker or dealer in
         respect thereof, or otherwise, assist such Broker-Dealer in complying
         with the requirements of such Rules and By-Laws, including, without
         limitation, by:

                                    (i)      if such Rules or By-Laws shall so
                  require, engaging a "qualified independent underwriter" (as
                  defined in such Rules) to participate in the preparation of
                  the Registration Statement, to exercise usual standards of due
                  diligence with respect thereto and, if any portion of the
                  offering contemplated by such Registration Statement is an
                  underwritten offering or is made through a placement or sales
                  agent, to recommend the yield of such Securities or New
                  Securities;

                                    (ii)     indemnifying any such qualified
                  independent underwriter to the extent of the indemnification
                  of Underwriters provided in Section 6 hereof; and

                                    (iii)    providing such information to such
                  Broker-Dealer as may be required in order for such
                  Broker-Dealer to comply with the requirements of such Rules.

                           (v)      The Company and the Guarantors shall use
         their commercially reasonable best efforts to take all other steps
         necessary to effect the registration of the Securities or the New
         Securities, as the case may be, covered by a Registration Statement.

                  6.       Registration Expenses. The Company and the Guarantors
         shall bear all expenses incurred in connection with the performance of
         their obligations under Sections 2, 3 and 5 hereof and, in the event of
         any Shelf Registration Statement, will reimburse the Holders for the
         reasonable fees and disbursements of one firm or counsel designated by
         the Majority Holders to act as counsel for the Holders in connection
         therewith, and, in the case of any Exchange Offer Registration
         Statement, will reimburse the Initial Purchasers for the reasonable
         fees and disbursements of counsel acting in connection therewith if
         such Initial Purchasers shall resell Securities or New Securities
         pursuant to the prospectus contained such Exchange Offer Registration
         Statement.

                                       16

<PAGE>

                  7.       Indemnification and Contribution.

                           (a)      The Company and the Guarantors, jointly and
         severally, agree to indemnify and hold harmless each Holder of
         Securities or New Securities, as the case may be, covered by any
         Registration Statement (including each Initial Purchaser and, with
         respect to any Prospectus delivery as contemplated in Section 5(h)
         hereof, each Exchanging Dealer), the directors, officers, employees and
         agents of each such Holder and each Person who controls any such Holder
         within the meaning of either the Act or the Exchange Act against any
         and all Losses, joint or several, to which they or any of them may
         become subject under the Act, the Exchange Act or other Federal or
         state statutory law or regulation, at common law or otherwise, insofar
         as such Losses arise out of or are based upon any untrue statement or
         alleged untrue statement of a material fact contained in the
         Registration Statement as originally filed or in any amendment thereof,
         or in any preliminary Prospectus or the Prospectus, or in any amendment
         thereof or supplement thereto, or arise out of or are based upon the
         omission or alleged omission to state therein a material fact required
         to be stated therein or necessary to make the statements therein not
         misleading, and agrees to reimburse each such indemnified party, as
         incurred, for any legal or other expenses reasonably incurred by them
         in connection with investigating or defending any such loss, claim,
         damage, liability or action; provided, however, that the Company and
         the Guarantors will not be liable in any case to the extent that any
         such loss, claim, damage or liability arises out of or is based upon
         any such untrue statement or alleged untrue statement or omission or
         alleged omission made therein in reliance upon and in conformity with
         written information furnished to the Company and the Guarantors by or
         on behalf of any such Holder specifically for inclusion therein. This
         indemnity agreement will be in addition to any liability which the
         Company and the Guarantors may otherwise have.

                  The Company and the Guarantors also, jointly and severally,
agree to indemnify or contribute as provided in Section 7(d) to Losses of any
Underwriter of Securities or New Securities, as the case may be, registered
under a Shelf Registration Statement, their directors, officers, employees or
agents and each Person who controls such Underwriter on substantially the same
basis as that of the indemnification of the Initial Purchasers and the selling
Holders provided in this Section 7(a) and shall, if requested by any Holder,
enter into an underwriting agreement reflecting such agreement, as provided in
Section 5(p) hereof.

                           (b)      Each Holder of Securities or New Securities
         covered by a Registration Statement (including each Initial Purchaser
         and, with respect to any Prospectus delivery as contemplated in Section
         5(h) hereof, each Exchanging Dealer) severally agrees to indemnify and
         hold harmless the Company and the Guarantors, each of their directors,
         officers, employees and agents and each Person who controls the Company
         or any of the Guarantors within the meaning of either the Act or the
         Exchange Act, to the same extent as the foregoing indemnity from the
         Company and the Guarantors to each such Holder, but only with reference
         to written information relating to such Holder furnished to the Company
         and the Guarantors by or on behalf of such Holder specifically for
         inclusion in the documents referred to in the foregoing indemnity. This
         indemnity agreement will be in addition to any liability which any such
         Holder may otherwise have.

                                       17

<PAGE>

                           (c)      Promptly after receipt by an indemnified
         party under this Section 7 of notice of the commencement of any action,
         such indemnified party will, if a claim in respect thereof is to be
         made against the indemnifying party under this Section, notify the
         indemnifying party in writing of the commencement thereof; but the
         failure so to notify the indemnifying party (i) will not relieve it
         from liability under paragraph (a) or (b) above unless and to the
         extent it did not otherwise learn of such action and such failure
         results in the forfeiture by the indemnifying party of substantial
         rights and defenses; and (ii) will not, in any event, relieve the
         indemnifying party from any obligations to any indemnified party other
         than the indemnification obligation provided in paragraph (a) or (b)
         above. The indemnifying party shall be entitled to appoint counsel of
         the indemnifying party's choice at the indemnifying party's expense to
         represent the indemnified party in any action for which indemnification
         is sought (in which case the indemnifying party shall not thereafter be
         responsible for the fees and expenses of any separate counsel retained
         by the indemnified party or parties except as set forth below);
         provided, however, that such counsel shall be satisfactory to the
         indemnified party. Notwithstanding the indemnifying party's election to
         appoint counsel to represent the indemnified party in an action, the
         indemnified party shall have the right to employ separate counsel
         (including local counsel), and the indemnifying party shall bear the
         reasonable fees, costs and expenses of such separate counsel if (i) the
         use of counsel chosen by the indemnifying party to represent the
         indemnified party would present such counsel with a conflict of
         interest; (ii) the actual or potential defendants in, or targets of,
         any such action include both the indemnified party and the indemnifying
         party and the indemnified party shall have reasonably concluded that
         there may be legal defenses available to it and/or other indemnified
         parties which are different from or additional to those available to
         the indemnifying party; (iii) the indemnifying party shall not have
         employed counsel satisfactory to the indemnified party to represent the
         indemnified party within a reasonable time after notice of the
         institution of such action; or (iv) the indemnifying party shall
         authorize the indemnified party to employ separate counsel at the
         expense of the indemnifying party. An indemnifying party will not,
         without the prior written consent of the indemnified parties, settle or
         compromise or consent to the entry of any judgment with respect to any
         pending or threatened claim, action, suit or proceeding in respect of
         which indemnification or contribution may be sought hereunder (whether
         or not the indemnified parties are actual or potential parties to such
         claim or action) unless such settlement, compromise or consent includes
         an unconditional release of each indemnified party from all liability
         arising out of such claim, action, suit or proceeding. An indemnifying
         party shall not be liable under this Section 7 to any indemnified party
         regarding any settlement or compromise or consent to the entry of any
         judgment with respect to any pending or threatened claim, action, suit
         or proceeding in respect of which indemnification or contribution may
         be sought hereunder (whether or not the indemnified parties are actual
         or potential parties to such claim or action) unless such settlement,
         compromise or consent is consented to by such indemnifying party, which
         consent shall not be unreasonably withheld.

                           (d)      In the event that the indemnity provided in
         paragraph (a) or (b) of this Section is unavailable to or insufficient
         to hold harmless an indemnified party for any reason, then each
         applicable indemnifying party shall have a joint and several obligation
         to contribute to the aggregate losses, claims, damages and liabilities
         (including legal or

                                       18

<PAGE>

         other expenses reasonably incurred in connection with investigating or
         defending the same) (collectively "Losses") to which such indemnified
         party may be subject in such proportion as is appropriate to reflect
         the relative benefits received by such indemnifying party, on the one
         hand, and such indemnified party, on the other hand, from the Initial
         Placement and the Registration Statement which resulted in such Losses;
         provided, however, that in no case shall any Initial Purchaser or any
         subsequent Holder of any Security or New Security be responsible, in
         the aggregate, for any amount in excess of the purchase discount or
         commission applicable to such Security, or in the case of a New
         Security, applicable to the Security that was exchangeable into such
         New Security, as set forth on the cover page of the Final Memorandum,
         nor shall any Underwriter be responsible for any amount in excess of
         the underwriting discount or commission applicable to the securities
         purchased by such Underwriter under the Registration Statement which
         resulted in such Losses. If the allocation provided by the immediately
         preceding sentence is unavailable for any reason, the indemnifying
         party and the indemnified party shall contribute in such proportion as
         is appropriate to reflect not only such relative benefits but also the
         relative fault of such indemnifying party, on the one hand, and such
         indemnified party, on the other hand, in connection with the statements
         or omissions which resulted in such Losses as well as any other
         relevant equitable considerations. Benefits received by the Company and
         the Guarantors shall be deemed to be equal to the sum of (x) the total
         net proceeds from the Initial Placement (before deducting expenses) as
         set forth on the cover page of the Final Memorandum and (y) the total
         amount of additional interest that the Company and the Guarantors were
         not required to pay as a result of registering the Securities or New
         Securities covered by the Registration Statement which resulted in such
         Losses. Benefits received by the Initial Purchasers shall be deemed to
         be equal to the total purchase discounts and commissions as set forth
         on the cover page of the Final Memorandum, and benefits received by any
         other Holders shall be deemed to be equal to the value of receiving
         Securities or New Securities, as applicable, registered under the Act.
         Benefits received by any Underwriter shall be deemed to be equal to the
         total underwriting discounts and commissions, as set forth on the cover
         page of the Prospectus forming a part of the Registration Statement
         which resulted in such Losses. Relative fault shall be determined by
         reference to, among other things, whether any alleged untrue statement
         or omission relates to information provided by the indemnifying party,
         on the one hand, or by the indemnified party, on the other hand, the
         intent of the parties and their relative knowledge, access to
         information and opportunity to correct or prevent such untrue statement
         or omission. The parties agree that it would not be just and equitable
         if contribution were determined by pro rata allocation (even if the
         Holders were treated as one entity for such purpose) or any other
         method of allocation which does not take account of the equitable
         considerations referred to above. Notwithstanding the provisions of
         this paragraph (d), no Person guilty of fraudulent misrepresentation
         (within the meaning of Section 11(f) of the Act) shall be entitled to
         contribution from any Person who was not guilty of such fraudulent
         misrepresentation. For purposes of this Section, each Person who
         controls a Holder within the meaning of either the Act or the Exchange
         Act and each director, officer, employee and agent of such Holder shall
         have the same rights to contribution as such Holder, and each Person
         who controls the Company or any of the Guarantors within the meaning of
         either the Act or the Exchange Act and each officer, employee, agent or

                                       19

<PAGE>

         director of the Company or any of the Guarantors who would be entitled
         to indemnity under this Agreement shall have the same rights to
         contribution as the Company, subject in each case to the applicable
         terms and conditions of this paragraph (d).

                           (e)      The provisions of this Section will remain
         in full force and effect, regardless of any investigation made by or on
         behalf of any Holder or the Company and the Guarantors or any of the
         officers, directors or controlling Persons referred to in this Section
         hereof, and will survive the sale by a Holder of Securities or New
         Securities covered by a Registration Statement.

                  8.       Underwritten Registrations.

                           (a)      If any of the Securities or New Securities,
         as the case may be, covered by any Shelf Registration Statement are to
         be sold in an underwritten offering, the Managing Underwriters shall be
         selected by the Majority Holders.

                           (b)      No Person may participate in any
         underwritten offering pursuant to any Shelf Registration Statement,
         unless such Person (i) agrees to sell such Person's Securities or New
         Securities, as the case may be, on the basis reasonably provided in any
         underwriting arrangements approved by the Persons entitled hereunder to
         approve such arrangements; and (ii) completes and executes all
         questionnaires, powers of attorney, indemnities, underwriting
         agreements and other documents reasonably required under the terms of
         such underwriting arrangements.

                  9.       No Inconsistent Agreements. The Company has not, as
of the date hereof, entered into, nor shall it, on or after the date hereof,
enter into, any agreement with respect to its securities that is inconsistent
with the rights granted to the Holders herein or otherwise conflicts with the
provisions hereof.

                  10.      Amendments and Waivers. The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
qualified, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, unless the Company has obtained the
written consent of the Majority Holders (or, after the consummation of any
Registered Exchange Offer in accordance with Section 2 hereof, of New
Securities); provided that, with respect to any matter that directly or
indirectly affects the rights of any Initial Purchaser hereunder, the Company
shall obtain the written consent of each such Initial Purchaser against which
such amendment, qualification, supplement, waiver or consent is to be effective.
Notwithstanding the foregoing (except the foregoing proviso), a waiver or
consent to departure from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders whose Securities or New Securities,
as the case may be, are being sold pursuant to a Registration Statement and that
does not directly or indirectly affect the rights of other Holders may be given
by the Majority Holders, determined on the basis of Securities or New
Securities, as the case may be, being sold rather than registered under such
Registration Statement.

                  11.      Notices. All notices and other communications
provided for or permitted hereunder shall be made in writing by hand-delivery,
first-class mail, telex, telecopier or air courier guaranteeing overnight
delivery:

                                       20

<PAGE>

                           (a)      if to a Holder, at the most current address
         given by such holder to the Company in accordance with the provisions
         of this Section, which address initially is, with respect to each
         Holder, the address of such Holder maintained by the registrar under
         the Indenture, with a copy in like manner to Salomon Smith Barney Inc;

                           (b)      if to you, initially at the [respective
         addresses] set forth in the Purchase Agreement; and

                           (c)      if to the Company or the Guarantors,
         initially at its or their address set forth in the Purchase Agreement.

                  All such notices and communications shall be deemed to have
been duly given when received.

                  The Initial Purchasers or the Company by notice to the other
parties may designate additional or different addresses for subsequent notices
or communications.

                  12.      Successors. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties,
including, without the need for an express assignment or any consent by the
Company thereto, subsequent Holders of Securities or New Securities. The Company
hereby agrees to extend the benefits of this Agreement to any Holder of
Securities and the New Securities, and any such Holder may specifically enforce
the provisions of this Agreement as if an original party hereto.

                  13.      Counterparts. This Agreement may be in signed
counterparts, each of which shall be an original and all of which together shall
constitute one and the same agreement.

                  14.      Headings. The headings used herein are for
convenience only and shall not affect the construction hereof.

                  15.      Applicable Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed in the State of New York.

                  16.      Severability. In the event that any one of more of
the provisions contained herein, or the application thereof in any
circumstances, is held invalid, illegal or unenforceable in any respect for any
reason, the validity, legality and enforceability of any such provision in every
other respect and of the remaining provisions hereof shall not be in any way
impaired or affected thereby, it being intended that all of the rights and
privileges of the parties shall be enforceable to the fullest extent permitted
by law.

                  17.      Securities Held by the Company, etc. Whenever the
consent or approval of Holders of a specified percentage of principal amount of
Securities or New Securities is required hereunder, Securities or New
Securities, as applicable, held by the Company or its Affiliates (other than
subsequent Holders of Securities or New Securities if such subsequent Holders
are deemed to be Affiliates solely by reason of their holdings of such
Securities or New Securities) shall not be counted in determining whether such
consent or approval was given by the Holders of such required percentage.

                                       21

<PAGE>

                  18.      Agent for Service; Submission to Jurisdiction; Waiver
of Immunities. By the execution and delivery of this Agreement, each of the
Company and the Guarantors (i) acknowledges that it has, by separate written
instrument, irrevocably designated and CT Corp. (and any successor entity), as
its authorized agent upon which process may be served in any suit or proceeding
arising out of or relating to this Agreement that may be instituted in any
federal or state court in the State of New York or brought under federal or
state securities laws, and acknowledges that CT Corp. has accepted such
designation, (ii) submits to the nonexclusive jurisdiction of any such court in
any such suit or proceeding, and (iii) agrees that service of process upon CT
Corp. and written notice of said service to the Company shall be deemed in every
respect effective service of process upon it in any such suit or proceeding. The
Company further agrees to take any and all action, including the execution and
filing of any and all such documents and instruments, as may be necessary to
continue such designation and appointment of CT Corp. in full force and effect
so long as any of the Securities shall be outstanding.

                                       22

<PAGE>

                  If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this Agreement and your acceptance shall represent a binding agreement
among the Company, the Guarantors and the several Initial Purchasers.

                                   Very truly yours,

                                   TECHNICAL OLYMPIC USA, INC.

                                   By: /s/ Tommy L. McAden
                                       --------------------------------
                                       Name:  Tommy L. McAden
                                       Title: Vice President - Finance and
                                              Administration and Chief Financial
                                              Officer

The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.

SALOMON SMITH BARNEY INC.
DEUTSCHE BANK SECURITIES INC.
FLEET SECURITIES, INC.
CREDIT LYONNAIS SECURITIES (USA) INC.
By:   SALOMON SMITH BARNEY INC.

By: /s/ Stephen Cunningham
    __________________________
    Name: Stephen Cunningham
    Title: Director

                                       23

<PAGE>

                          SUBSIDIARY GUARANTORS:

                          ADLER REALTY CO.
                          ADRO CONST., INC.
                          ALLIANCE INSURANCE AND INFORMATION SERVICES,
                                 LLC
                          ENGLE HOMES DELAWARE, INC.
                          ENGLE HOMES FINANCING, INC.
                          ENGLE HOMES/ARIZONA CONSTRUCTION, INC.
                          ENGLE HOMES/ARIZONA, INC.
                          ENGLE HOMES/BROWARD, INC.
                          ENGLE HOMES/COLORADO, INC.
                          ENGLE HOMES/VIRGINIA, INC.
                          NEWMARK FINANCE AFFILIATE, LTD.
                          NEWMARK FINANCE CORPORATION
                          NEWMARK HOME CORPORATION
                          NEWMARK HOMES L.P.
                          NEWMARK HOMES PURCHASING, L.P.
                          NHC HOMES, INC.
                          NMH INVESTMENTS, INC.
                          PACIFIC UNITED DEVELOPMENT CORP.
                          PACIFIC UNITED L.P.
                          PEMBROKE FALLS REALTY, INC.
                          PREFERRED BUILDERS REALTY, INC.
                          PREFERRED HOME MORTGAGE COMPANY
                          PRESTIGE ABSTRACT & TITLE, LLC
                          PROFESSIONAL ADVANTAGE TITLE, LTD.
                          PUDC, INC.
                          SILVERLAKE INTERESTS, L.C.
                          TAP ACQUISITION CO.
                          TECHNICAL MORTGAGE, L.P.
                          THE ADLER COMPANIES, INC.
                          TM INVESTMENTS, L.L.C.
                          TOUSA ASSOCIATES SERVICES COMPANY
                          TOUSA FINANCING, INC.
                          TOUSA HOMES, INC.
                          TOUSA SHARED SERVICES, LLC
                          UNIVERSAL LAND TITLE AGENCY, INC.
                          UNIVERSAL LAND TITLE, INC.
                          UNIVERSAL LAND TITLE INVESTMENT #1, L.L.C.
                          UNIVERSAL LAND TITLE INVESTMENT #2, L.L.C.
                          UNIVERSAL LAND TITLE INVESTMENT #3, L.L.C.
                          UNIVERSAL LAND TITLE INVESTMENT #4, L.L.C.
                          UNIVERSAL LAND TITLE OF SOUTH FLORIDA, LTD.
                          UNIVERSAL LAND TITLE OF TEXAS, INC.

                                       24

<PAGE>

                                      UNIVERSAL LAND TITLE OF THE PALM BEACHES,
                                             LTD.
                                      UNIVERSAL LAND TITLE OF VIRGINIA, INC.

                                      By: /s/ Tommy L. McAden
                                          ______________________________________
                                          Name:  Tommy L. McAden
                                          Title: Vice President - Finance and
                                                 Administration

                                      NEWMARK HOMES BUSINESS TRUST

                                      By: /s/ Terry White
                                          ______________________________________
                                          Name:  Terry White
                                          Title: Managing Trustee

                                       25

<PAGE>

                                                                         ANNEX A

                  Each Broker-Dealer that receives New Securities for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
Broker-Dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a Broker-Dealer in connection
with resales of New Securities received in exchange for Securities where such
Securities were acquired by such Broker-Dealer as a result of market-making
activities or other trading activities. The Company has agreed that, [for the
180-day period following the consummation of the Registered Exchange Offer], or
such shorter period as will terminate when all New Securities held by Exchanging
Dealers or Initial Purchasers have been sold pursuant hereto, it will make this
Prospectus available to any Broker-Dealer for use in connection with any such
resale. See "Plan of Distribution."

                                       26

<PAGE>

                                                                         ANNEX B

                  Each Broker-Dealer that receives New Securities for its own
account in exchange for Securities, where such Securities were acquired by such
Broker-Dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such New Securities. See "Plan of Distribution."

                                       27

<PAGE>

                                                                         ANNEX C

                              PLAN OF DISTRIBUTION

                  Each Broker-Dealer that receives New Securities for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a Broker-Dealer in connection with resales of New Securities received in
exchange for Securities where such Securities were acquired as a result of
market-making activities or other trading activities. The Company and the
Guarantors have agreed that, [for the 180-day period following the consummation
of the Registered Exchange Offer], or such shorter period as will terminate when
all New Securities held by Exchanging Dealers or Initial Purchasers have been
sold pursuant hereto, it will make this Prospectus, as amended or supplemented,
available to any Broker-Dealer for use in connection with any such resale. In
addition, until __________, 200__, all dealers effecting transactions in the New
Securities may be required to deliver a prospectus.

                  The Company will not receive any proceeds from any sale of New
Securities by brokers-dealers. New Securities received by Broker-Dealers for
their own account pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the New Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such Broker-Dealer and/or the purchasers of any such New
Securities. Any Broker-Dealer that resells New Securities that were received by
it for its own account pursuant to the Exchange Offer and any broker or dealer
that participates in a distribution of such New Securities may be deemed to be
an "underwriter" within the meaning of the Securities Act and any profit of any
such resale of New Securities and any commissions or concessions received by any
such Persons may be deemed to be underwriting compensation under the Securities
Act. The Letter of Transmittal states that by acknowledging that it will deliver
and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.

                  [For the 180-day period following the consummation of the
Registered Exchange Offer], or such shorter period as will terminate when all
New Securities held by Exchanging Dealers or Initial Purchasers have been sold
pursuant hereto, the Company and the Guarantors will promptly send additional
copies of this Prospectus and any amendment or supplement to this Prospectus to
any Broker-Dealer that requests such documents in the Letter of Transmittal. The
Company has agreed to pay all expenses incident to the Exchange Offer (including
the expenses of one counsel for the holder of the Securities) other than
commissions or concessions of any brokers or dealers and will indemnify the
holders of the Securities (including any Broker-Dealers) against certain
liabilities, including liabilities under the Securities Act.

                  [If applicable, add information required by Regulation S-K
Items 507 and/or 508.]

                                       28

<PAGE>

                                                                         ANNEX D

Rider A

                  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
                  ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
                  AMENDMENTS OR SUPPLEMENTS THERETO.

                  Name:    ______________________________________
                  Address: ______________________________________
                           ______________________________________

Rider B

If the undersigned is not a Broker-Dealer, the undersigned represents that it
acquired the New Securities in the ordinary course of its business, it is not
engaged in, and does not intend to engage in, a distribution of New Securities
and it has no arrangements or understandings with any Person to participate in a
distribution of the New Securities. If the undersigned is a Broker-Dealer that
will receive New Securities for its own account in exchange for Securities, it
represents that the Securities to be exchanged for New Securities were acquired
by it as a result of market-making activities or other trading activities and
acknowledges that it will deliver a prospectus in connection with any resale of
such New Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.

                                       29