<PAGE>
                                                                   EXHIBIT 10.15

                       FIRST AMENDMENT TO CREDIT AGREEMENT


         THIS FIRST AMENDMENT TO CREDIT AGREEMENT (herein called this
"Amendment") made as of October 15, 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.


                                    FIRST AMENDMENT TO RESTATED CREDIT AGREEMENT

<PAGE>



                  "Amendment Documents" means, collectively, this Amendment, the
         Renewal Note 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.

                  "Renewal Note" means, collectively, a promissory note in the
         form attached hereto as Exhibit A-1 and a promissory note in the form
         attached hereto as Exhibit A-2.

                                   ARTICLE II.

                     Amendments to Original Credit Agreement

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

                  "'COMMITMENT' means on any day, the obligation of Lender to
         make Loans to Borrowers pursuant to Section 2.1 hereof in an aggregate
         outstanding amount not to exceed $40,000,000 at any time."

         ss. 2.3. Exhibits. Exhibits A-1 and A-2 (Form of Note) attached to this
Agreement are hereby substituted for Exhibits A-1 and A-2 to the Original Credit
Agreement.

                                  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)      the Renewal Note,

                  (c)      a duly executed Consent and Agreement in the form of
         Exhibit B hereto,

                  (d)      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


                                 2  FIRST AMENDMENT TO RESTATED CREDIT AGREEMENT


<PAGE>

         and acting officers of Preferred which are attached to the certificate
         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,

                  (e)      a duly executed certificate of the president - chief
         executive officer and secretary of TM Investments, L.L.C., the general
         partner of Technical Mortgage ("General Partner") certifying that (i)
         the specimen signatures of certain duly elected, qualified and acting
         officers of General Partner which are attached to the certificate are
         true and correct, (ii) resolutions of the board of directors of
         Preferred by 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,

                  (f)      a written opinion of Borrowers' counsel, addressed to
         Lender and in form and substance satisfactory to Lender, to the effect
         that (a) this Amendment and the other documents executed and delivered
         pursuant hereto have been duly executed and delivered by each Borrower
         that is a party thereto and (b) each power of attorney signed by each
         Borrower under which such documents have been executed and delivered
         has been duly authorized, executed and delivered by such Borrower and
         duly appoints the attorney therein as the lawful attorney for such
         Borrower for the purposes stated therein, and

                  (g)      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


                                  3 FIRST AMENDMENT TO RESTATED CREDIT AGREEMENT


<PAGE>


         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;

                  (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
         June 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


                                  4 FIRST AMENDMENT TO RESTATED CREDIT AGREEMENT

<PAGE>


         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.

         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 FIRST AMENDMENT TO RESTATED CREDIT AGREEMENT


<PAGE>


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


BORROWERS:                       PREFERRED HOME MORTGAGE COMPANY




                                 By:  /s/ J. Eric Rome
                                      ------------------------------------------
                                      Name: J. Eric Rome
                                      Title: Attorney-in-Fact


                                 TECHNICAL MORTGAGE, L.P.

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


                                     By: /s/ J. Eric Rome
                                        ----------------------------------------
                                        Name: J. Eric Rome
                                        Title: Attorney-in-Fact


LENDER:                          GUARANTY BANK


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


                                    FIRST AMENDMENT TO RESTATED CREDIT AGREEMENT



<PAGE>


                                                                     EXHIBIT A-1


                                 PROMISSORY NOTE


$40,000,000                       Dallas, Texas                 October 15, 2002


         FOR VALUE RECEIVED, the undersigned, PREFERRED HOME MORTGAGE COMPANY, a
Florida corporation ("Borrower"), promises to pay to the order of GUARANTY BANK
(herein called "Lender"), the principal sum of Forty Million Dollars
($40,000,000) or, if less, the aggregate unpaid principal amount of the Loans
made under this Note by Lender to Borrower pursuant to the terms of the Credit
Agreement (as hereinafter defined), together with interest on the unpaid
principal balance thereof as hereinafter set forth, both principal and interest
payable as herein provided in lawful money of the United States of America at
the offices of the Lender, 8333 Douglas Avenue, Dallas, Texas or at such other
place within Dallas County, Texas, as from time to time may be designated by the
holder of this Note.

         This Note (a) is issued and delivered under that certain Credit
Agreement dated as of August 1, 2002 among Borrower, Technical Mortgage, L.P.
and Lender (herein, as from time to time supplemented, amended or restated,
called the "Credit Agreement"), and is a Note as defined therein, (b) is subject
to the terms and provisions of the Credit Agreement, which contains provisions
for payments and prepayments hereunder and acceleration of the maturity hereof
upon the happening of certain stated events, and (c) is secured by and entitled
to the benefits of certain Security Instruments (as identified and defined in
the Credit Agreement). Payments on this Note shall be made and applied as
provided herein and in the Credit Agreement. Reference is hereby made to the
Credit Agreement for a description of certain rights, limitations of rights,
obligations and duties of the parties hereto and for the meanings assigned to
terms used and not defined herein and to the Security Instruments for a
description of the nature and extent of the security thereby provided and the
rights of the parties thereto. This Note is executed in renewal, modification
and extension of, but not in extinguishment or novation of, the indebtedness of
Borrower owing to Lender pursuant to that certain Promissory Note dated August
1, 2002, in the stated principal amount of $30,000,000 executed by Borrower and
payable to the order of Lender.

         The principal amount of this Note, together with all interest accrued
hereon, shall be due and payable in full on the Drawdown Termination Date.

         So long as no Event of Default has occurred and is continuing, all Base
Rate Loans (exclusive of any past due principal or interest) from time to time
outstanding shall bear interest on each day outstanding at the Base Rate in
effect on such day. If an Event of Default has occurred and is continuing, all
Base Rate Loans (exclusive of any past due principal or interest) from time to
time


                                    FIRST AMENDMENT TO RESTATED CREDIT AGREEMENT


<PAGE>



outstanding shall bear interest on each day outstanding at the applicable
Default Rate in effect on such day. On the fifteenth (15th) day of each calendar
month, beginning on the fifteenth (15th) day of the calendar month immediately
following the calendar month in which this Note is executed, Borrower shall pay
to the holder hereof all unpaid interest which has accrued on all Base Rate
Loans through and including the last day of the immediately preceding calendar
month.

         So long as no Event of Default has occurred and is continuing, each
Eurodollar Loan (exclusive of any past due principal or interest) shall bear
interest on each day during the related Interest Period at the related Adjusted
Eurodollar Rate in effect on such day. If an Event of Default has occurred and
is continuing, all Eurodollar Loans (exclusive of any past due principal or
interest) from time to time outstanding shall bear interest on each day
outstanding at the applicable Default Rate in effect on such day. On the last
day of the related Interest Period, Borrower shall pay to the holder hereof all
unpaid interest which has accrued on such Eurodollar Loan to but not including
such day; provided that if an Event of Default exists under Section 7.1(a) of
the Credit Agreement, on the fifteenth (15th) day of each calendar month
Borrower shall pay to the holder hereof all unpaid interest which has accrued on
such Eurodollar Loan through and including the last day of the immediately
preceding calendar month. All past due principal of and past due interest on the
Loans shall bear interest on each day outstanding at the applicable Default Rate
in effect on such day, and such interest shall be due and payable daily as it
accrues. Notwithstanding the foregoing provisions of this paragraph: A. this
Note shall never bear interest in excess of the Maximum Rate, and B. if at any
time the rate at which interest is payable on this Note is limited by the
Maximum Rate (by the foregoing subsection (a) or by reference to the Maximum
Rate in the definitions of Base Rate, Eurodollar Rate, and Default Rate), this
Note shall bear interest at the Maximum Rate and shall continue to bear interest
at the Maximum Rate until such time as the total amount of interest accrued
hereon equals (but does not exceed) the total amount of interest which would
have accrued hereon had there been no Maximum Rate applicable hereto.

         Notwithstanding the foregoing paragraph and all other provisions of
this Note, in no event shall the interest payable hereon, whether before or
after maturity, exceed the maximum amount of interest which, under applicable
law, may be charged on this Note, and this Note is expressly made subject to the
provisions of the Credit Agreement which more fully set out the limitations on
how interest accrues hereon. In the event applicable law provides for a ceiling
under Section 303 of the Texas Finance Code, that ceiling shall be the weekly
rate ceiling and shall be used in this Note for calculating the Maximum Rate and
for all other purposes. The term "applicable law" as used in this Note shall
mean the laws of the State of Texas or the laws of the United States, whichever
laws allow the greater interest, as such laws now exist or may be changed or
amended or come into effect in the future.

         If this Note is placed in the hands of an attorney for collection after
default, or if all or any part of the indebtedness represented hereby is proved,
established or collected in any court or in any bankruptcy, receivership, debtor
relief, probate or other court proceedings, Borrower and all endorsers, sureties
and guarantors of this Note jointly and severally agree to pay reasonable
attorneys' fees and collection costs to the holder hereof in addition to the
principal and interest payable hereunder.


                                  2 FIRST AMENDMENT TO RESTATED CREDIT AGREEMENT


<PAGE>


         Except as otherwise provided in the Credit Agreement, Borrower and all
endorsers, sureties and guarantors of this Note hereby severally waive demand,
presentment, notice of demand and of dishonor and nonpayment of this Note,
protest, notice of protest, notice of intention to accelerate the maturity of
this Note, declaration or notice of acceleration of the maturity of this Note,
diligence in collecting, the bringing of any suit against any party and any
notice of or defense on account of any extensions, renewals, partial payments or
changes in any manner of or in this Note or in any of its terms, provisions and
covenants, or any releases or substitutions of any security, or any delay,
indulgence or other act of any trustee or any holder hereof, whether before or
after maturity.

         No waiver by Lender of any of its rights or remedies hereunder or under
any other document evidencing or securing this Note or otherwise shall be
considered a waiver of any other subsequent right or remedy of Lender; no delay
or omission in the exercise or enforcement by Lender of any rights or remedies
shall ever by construed as a waiver of any right or remedy of Lender; and no
exercise or enforcement of any such rights or remedies shall ever be held to
exhaust any right or remedy of Lender.

         Borrower reserves the right to prepay the outstanding principal balance
of this Note, in whole or in part at any time and from time to time without
premium or penalty, in accordance with the terms of the Credit Agreement.


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



                                  3 FIRST AMENDMENT TO RESTATED CREDIT AGREEMENT


<PAGE>



         THIS NOTE AND THE RIGHTS AND DUTIES OF THE PARTIES HERETO SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF TEXAS, EXCEPT TO THE EXTENT THE SAME ARE
GOVERNED BY APPLICABLE FEDERAL LAW.



                                             PREFERRED HOME MORTGAGE COMPANY



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




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:


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


                                  4 FIRST AMENDMENT TO RESTATED CREDIT AGREEMENT


<PAGE>



                                                                     EXHIBIT A-2


                                 PROMISSORY NOTE


$40,000,000                        Dallas, Texas                October 15, 2002


FOR VALUE RECEIVED, the undersigned, TECHNICAL MORTGAGE, L.P., a Texas limited
partnership ("Borrower"), promises to pay to the order of GUARANTY BANK (herein
called "Lender"), the principal sum of Forty Million Dollars ($40,000,000) or,
if less, the aggregate unpaid principal amount of the Loans made under this Note
by Lender to Borrower pursuant to the terms of the Credit Agreement (as
hereinafter defined), together with interest on the unpaid principal balance
thereof as hereinafter set forth, both principal and interest payable as herein
provided in lawful money of the United States of America at the offices of the
Lender, 8333 Douglas Avenue, Dallas, Texas or at such other place within Dallas
County, Texas, as from time to time may be designated by the holder of this
Note.

         This Note (a) is issued and delivered under that certain Credit
Agreement dated as of August 1, 2002 among Borrower, Preferred Home Mortgage
Company and Lender (herein, as from time to time supplemented, amended or
restated, called the "Credit Agreement"), and is a Note as defined therein, (b)
is subject to the terms and provisions of the Credit Agreement, which contains
provisions for payments and prepayments hereunder and acceleration of the
maturity hereof upon the happening of certain stated events, and (c) is secured
by and entitled to the benefits of certain Security Instruments (as identified
and defined in the Credit Agreement). Payments on this Note shall be made and
applied as provided herein and in the Credit Agreement. Reference is hereby made
to the Credit Agreement for a description of certain rights, limitations of
rights, obligations and duties of the parties hereto and for the meanings
assigned to terms used and not defined herein and to the Security Instruments
for a description of the nature and extent of the security thereby provided and
the rights of the parties thereto. This Note is executed in renewal,
modification and extension of, but not in extinguishment or novation of, the
indebtedness of Borrower owing to Lender pursuant to that certain Promissory
Note dated August 1, 2002, in the stated principal amount of $30,000,000
executed by Borrower and payable to the order of Lender.

         The principal amount of this Note, together with all interest accrued
hereon, shall be due and payable in full on the Drawdown Termination Date.

         So long as no Event of Default has occurred and is continuing, all Base
Rate Loans (exclusive of any past due principal or interest) from time to time
outstanding shall bear interest on each day outstanding at the Base Rate in
effect on such day. If an Event of Default has occurred and is continuing, all
Base Rate Loans (exclusive of any past due principal or interest) from time to
time


                                    FIRST AMENDMENT TO RESTATED CREDIT AGREEMENT

<PAGE>


outstanding shall bear interest on each day outstanding at the applicable
Default Rate in effect on such day. On the fifteenth (15th) day of each calendar
month, beginning on the fifteenth (15th) day of the calendar month immediately
following the calendar month in which this Note is executed, Borrower shall pay
to the holder hereof all unpaid interest which has accrued on all Base Rate
Loans through and including the last day of the immediately preceding calendar
month.

         So long as no Event of Default has occurred and is continuing, each
Eurodollar Loan (exclusive of any past due principal or interest) shall bear
interest on each day during the related Interest Period at the related Adjusted
Eurodollar Rate in effect on such day. If an Event of Default has occurred and
is continuing, all Eurodollar Loans (exclusive of any past due principal or
interest) from time to time outstanding shall bear interest on each day
outstanding at the applicable Default Rate in effect on such day. On the last
day of the related Interest Period, Borrower shall pay to the holder hereof all
unpaid interest which has accrued on such Eurodollar Loan to but not including
such day; provided that if an Event of Default exists under Section 7.1(a) of
the Credit Agreement, on the fifteenth (15th) day of each calendar month
Borrower shall pay to the holder hereof all unpaid interest which has accrued on
such Eurodollar Loan through and including the last day of the immediately
preceding calendar month. All past due principal of and past due interest on the
Loans shall bear interest on each day outstanding at the applicable Default Rate
in effect on such day, and such interest shall be due and payable daily as it
accrues. Notwithstanding the foregoing provisions of this paragraph: a. this
Note shall never bear interest in excess of the Maximum Rate, and b. if at any
time the rate at which interest is payable on this Note is limited by the
Maximum Rate (by the foregoing subsection (a) or by reference to the Maximum
Rate in the definitions of Base Rate, Eurodollar Rate, and Default Rate), this
Note shall bear interest at the Maximum Rate and shall continue to bear interest
at the Maximum Rate until such time as the total amount of interest accrued
hereon equals (but does not exceed) the total amount of interest which would
have accrued hereon had there been no Maximum Rate applicable hereto.

         Notwithstanding the foregoing paragraph and all other provisions of
this Note, in no event shall the interest payable hereon, whether before or
after maturity, exceed the maximum amount of interest which, under applicable
law, may be charged on this Note, and this Note is expressly made subject to the
provisions of the Credit Agreement which more fully set out the limitations on
how interest accrues hereon. In the event applicable law provides for a ceiling
under Section 303 of the Texas Finance Code, that ceiling shall be the weekly
rate ceiling and shall be used in this Note for calculating the Maximum Rate and
for all other purposes. The term "applicable law" as used in this Note shall
mean the laws of the State of Texas or the laws of the United States, whichever
laws allow the greater interest, as such laws now exist or may be changed or
amended or come into effect in the future.

         If this Note is placed in the hands of an attorney for collection after
default, or if all or any part of the indebtedness represented hereby is proved,
established or collected in any court or in any bankruptcy, receivership, debtor
relief, probate or other court proceedings, Borrower and all endorsers, sureties
and guarantors of this Note jointly and severally agree to pay reasonable
attorneys' fees and collection costs to the holder hereof in addition to the
principal and interest payable hereunder.



                                  2 FIRST AMENDMENT TO RESTATED CREDIT AGREEMENT



<PAGE>


         Except as otherwise provided in the Credit Agreement, Borrower and all
endorsers, sureties and guarantors of this Note hereby severally waive demand,
presentment, notice of demand and of dishonor and nonpayment of this Note,
protest, notice of protest, notice of intention to accelerate the maturity of
this Note, declaration or notice of acceleration of the maturity of this Note,
diligence in collecting, the bringing of any suit against any party and any
notice of or defense on account of any extensions, renewals, partial payments or
changes in any manner of or in this Note or in any of its terms, provisions and
covenants, or any releases or substitutions of any security, or any delay,
indulgence or other act of any trustee or any holder hereof, whether before or
after maturity.

         No waiver by Lender of any of its rights or remedies hereunder or under
any other document evidencing or securing this Note or otherwise shall be
considered a waiver of any other subsequent right or remedy of Lender; no delay
or omission in the exercise or enforcement by Lender of any rights or remedies
shall ever by construed as a waiver of any right or remedy of Lender; and no
exercise or enforcement of any such rights or remedies shall ever be held to
exhaust any right or remedy of Lender.

         Borrower reserves the right to prepay the outstanding principal balance
of this Note, in whole or in part at any time and from time to time without
premium or penalty, in accordance with the terms of the Credit Agreement.



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


                                  3 FIRST AMENDMENT TO RESTATED CREDIT AGREEMENT


<PAGE>


         THIS NOTE AND THE RIGHTS AND DUTIES OF THE PARTIES HERETO SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF TEXAS, EXCEPT TO THE EXTENT THE SAME ARE
GOVERNED BY APPLICABLE FEDERAL LAW.



                                         TECHNICAL MORTGAGE, L.P.

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



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




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:


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



                                  4 FIRST AMENDMENT TO RESTATED CREDIT AGREEMENT


<PAGE>


                                                                       EXHIBIT B


                              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:



                                    FIRST AMENDMENT TO RESTATED CREDIT AGREEMENT