**Exhibit 10.1****EMPLOYMENT AGREEMENT**          THIS EMPLOYMENT AGREEMENT (“Agreement”), is dated as of April ___, 2004, by and among BowdenBuilding Corporation, a Tennessee corporation (the “Company”) and John Laguardia (the “Executive”).          WHEREAS, the Company, Levitt Corporation, a Florida corporation (“Levitt”), ALH TennesseeAcquisition, Inc., a Delaware corporation (“Seller”), and ALH II, Inc., a Delaware corporation(“ALH”), have entered into that certain stock purchase agreement, of even date herewith (the“Purchase Agreement”), whereby the Seller sold one hundred percent (100%) of the issued andoutstanding capital stock of the Company to Levitt, subject to the terms and conditions of thePurchase Agreement;          WHEREAS, the Company desires to employ the Executive in an executive capacity and theExecutive desires to accept such employment, all upon the terms and subject to the conditions setforth in this Agreement;          WHEREAS, the Executive is a party to an Employment Agreement with the Company dated July 1,2000 (the “Former Agreement”), which will be terminated as of the date of this Agreement; and          WHEREAS, the Company is engaged in the business of construction of homes (the “Business”), andthe Executive has experience and expertise in the Business and, by virtue of his employment withCompany, the Executive shall become familiar with and possess the manner, methods, trade secretsand other confidential information pertaining to the Business, including the Company’s client base.          NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth in thisAgreement, the Company and the Executive agree as follows:     1. Recitals; Former Agreement. The above recitals are true and correct and areincorporated herein by reference. Effective as of the date of this Agreement, the Former Agreementis terminated and no further payments are due to the Executive from the Company thereunder.     2. Employment; Term. Notwithstanding anything in the NDA (as defined in Section 8.3)to the contrary, the Company shall employ the Executive, and the Executive accepts such employment,on the terms and subject to the conditions set forth in this Agreement, for a term commencing as ofthe date hereof (the “Effective Date”) and ending on the fifth (5th) anniversary of theEffective Date (the “Term”). The Company and the Executive may, prior to the expiration of theTerm, agree to renew the Agreement and extend the Term, and all provisions of this Agreement shallremain in effect during any renewals and extensions of the Term.
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     3. Services.          3.1 Office and Duties. The Executive shall report to the Board of Directors (the“Board”) of the Company and the President of Levitt (the “Levitt President”). During the Term, theExecutive shall serve as Chairman and Chief Executive Officer of the Company, subject to the termsof this Agreement, with such duties, authority and responsibility as are commensurate with suchposition, subject to oversight and direction of the Board and the Levitt President. In exercisinghis duties and responsibilities hereunder, the Executive shall have all the power and authoritynecessary to fulfill and discharge his duties and responsibilities hereunder and shall abide by anylawful directions given by the Board or the Levitt President. Notwithstanding the foregoing, theExecutive shall not, in connection with his employment hereunder, cause or permit the Company orany of its subsidiaries to enter into any agreement, commitment or arrangement with, or pay anyfees or other amounts to any person not dealing at arm’s length with the Executive without firstdisclosing the nature of such relationship to the Board and obtaining the prior written approval ofthe Levitt President to any such agreement, commitment, arrangement or payment. The Executiveshall be responsible for such additional duties commensurate with his position not materiallyinconsistent with the foregoing as may be reasonably determined by the Levitt President from timeto time.          3.2 Best Efforts. During the Term, the Executive shall diligently and competentlydevote the Executive’s best efforts, full business time and energies to the business and affairs ofthe Company, and shall use his best efforts, skills and abilities to promote the interests of theCompany and otherwise to discharge his obligations under this Agreement. Notwithstanding theforegoing or anything else in this Agreement to the contrary, the parties acknowledge and agreethat the Executive does not live in the area in which the Company’s executive offices or Businessis located and that he will not be required to change his residency from Central Florida oranywhere else the Executive elects to live.     4. Compensation.          4.1 Annual Salary. During the Term, the Executive shall receive a base salary at theannual rate of Four Hundred Thousand Dollars ($400,000) (“Base Salary”), payable in accordance withthe Company’s normal payroll practices or at such other reasonable intervals as may from time totime be used by the Company for paying its employees generally. In addition to the foregoing,within five (5) business days after the execution of this Agreement, the Company shall pay theExecutive the sum of $274 for each day from January 1, 2004 until the date of this Agreement.          4.2 Bonus. The annual bonus (the “Annual Bonus”) shall be paid to the Executive froma bonus pool established by the Company (the “Bonus Pool”), and the Executive shall be entitled toone-half (1/2) of the amount dedicated by the Company to the Bonus Pool. Payments of Annual Bonusamounts to the Executive shall be made in cash within thirty (30)
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days after the issuance by Levitt’s auditor of its audit report for the applicable fiscalyear. For purposes of the Annual Bonus for the fiscal year ending December 31, 2004, the BonusPool will be calculated for the complete fiscal year commencing as of January 1, 2004; providedhowever, that the ROE (as defined below) shall be calculated on the basis of the stockholders’equity of the Company as of the date of this Agreement. In the event this Agreement expires orterminates on a day other than the last day of a fiscal year, the Executive shall be entitled to apro rata share of the amount that would otherwise have been payable to him had he been an employeeduring the entire fiscal year based on the number of days he was employed during such fiscal year.The Company shall dedicate amounts to the Bonus Pool, which shall be calculated as follows:          (a) First, the Company shall not dedicate any amounts to the Bonus Pool unless the actual net,after-tax income of the Company (“Net Income”) after giving effect to the dedication by the Companyof an amount, if any, to the Bonus Pool for the fiscal year of the Company to which the AnnualBonus relates and the Stockholders’ Equity at the beginning of such fiscal year (“Equity”) (NetIncome and Equity to be determined in accordance with generally accepted accounting principles asapplied by Levitt consistently with past practices (“GAAP”)) is sufficient to provide the Companywith an aggregate return on equity (“ROE”) (calculated by dividing Net Income by Equity) of atleast twenty percent (20%) (the “Minimum ROE”); and          (b) Second, if the ROE is greater than the Minimum ROE, then the Company shall next dedicateto the Bonus Pool one hundred percent (100%) of the Net Income before all applicable taxes onincome, as determined in accordance with GAAP (“PBT”) after giving effect to the dedication by theCompany of an amount, if any, to the Bonus Pool for the fiscal year of the Company to which theAnnual Bonus relates in excess of the PBT necessary to provide the Company with the Minimum ROE(the “Minimum PBT”) until such time as the amount dedicated by the Company to the Bonus Pool isequal to twenty percent (20%) of the aggregate PBT of the Company; and          (c) Third, thereafter, if the ROE is greater than the Minimum ROE and the Minimum PBT isgreater than the Minimum PBT multiplied by one hundred twenty percent (120%), then the Companyshall dedicate twenty percent (20%) of the PBT in excess of the Minimum PBT to the Bonus Pool.          (d) For illustration purposes only, Exhibit A sets forth certain examples of thecalculation of the Annual Bonus under the assumptions set forth therein.     5. Reimbursement of Expenses; Benefits.          5.1 Reimbursement of Expenses. Upon submission of appropriate documentation and inspecific accordance with such guidelines as may be reasonably established from time to time by theCompany, the Executive shall be entitled to reimbursement for all reasonable, out-of-pocketexpenses incurred by him during the Term in connection with the
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proper and efficient discharge of his duties hereunder, including, without limitation, allreasonable expenses incurred by the Executive for travel to and from the Executive’s residence inCentral Florida to the Company’s corporate offices and locations in which its business isconducted, as well as reasonable expenses for meals, hotel or other accommodations, and othercustomary items during any such trips.          5.2 Employee Benefit Plans and Programs. During the Term, the Executive shall beentitled to participate in the Company’s and Levitt’s employee benefit plans and programs. TheExecutive’s service with the Company or any current or former affiliate of the Company, includingALH and its affiliates, prior to the Effective Date shall be counted for purposes of alleligibility, waiting periods and vesting requirements from time to time in effect. Nothing in thisAgreement shall require the Company at any time to create or continue any such plan or program orto fix, amend or retain eligibility requirements so as to include the Executive.          5.3 Vacations. The Executive shall be entitled to paid vacation during each calendaryear in such amounts as are commensurate with his position, or such other amount of paid vacationas the Levitt President and the Executive may mutually agree, taking into consideration thereasonable business needs of the Company.     6. Termination. The Executive’s employment under this Agreement may be terminatedprior to the end of the Term by the Company or the Executive without any breach of this Agreementonly under the following circumstances:          6.1 Death. This Agreement and the Executive’s employment under this Agreement shallterminate immediately and automatically upon the Executive’s death.          6.2 Disability. This Agreement and the Executive’s employment under this Agreementmay be terminated at the Company’s option, if the Executive shall suffer a “Disability,” whichshall mean any incapacity, illness or disability of the Executive which renders the Executivementally or physically unable to perform his duties under this Agreement for a continuous period ofone hundred eighty (180) days during the Term. Termination due to Disability shall be deemed tohave occurred upon the first day of the month following the determination of Disability as definedin the preceding sentence.          6.3 Cause. The Company may terminate the Executive’s employment under this Agreementfor Cause (as hereinafter defined). “Cause,” as to the Executive, shall mean: (a) committing fraudagainst the Company or embezzlement of Company property; (b) being convicted of a felony or anyother crime that involves moral turpitude under applicable laws of the United States or any statethereof; (c) an action or omission of the Executive which constitutes a willful and material breachof this Agreement which is not the result of the Executive’s death or disability and which is notcured within fifteen (15) days after receipt by the Executive of written notice of the same fromthe Board, or if such act or omission cannot reasonably be cured with such fifteen (15) day period,the Executive shall have commenced such
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cure and be diligently pursuing such cure in good faith, or (d) the breach of anyrepresentation or warranty by ALH as set forth in the Purchase Agreement of which breach theExecutive had actual knowledge as of the date of this Agreement.          6.4 Without Cause. The occurrence of any of the following shall be deemed to be atermination by the Company of the Executive’s employment under this Agreement “Without Cause:” (a)any action taken by the Company to terminate the Executive’s employment other than for Cause, whichtermination shall only be effective upon written notice to the Executive; (b) any action taken bythe Company to materially diminish, or attempt to materially diminish, the duties, responsibilitiesor authority of the Executive if, within fifteen (15) days after the Executive becomes aware ofsuch action, the Executive notifies the Company in writing of his election to terminate hisemployment with the Company; (c) any action taken by the Company to materially change, or attemptto materially change the Executive’s title or his position in the hierarchy of the Company if,within fifteen (15) days after the Executive becomes aware of such action, the Executive notifiesthe Company in writing of his election to terminate his employment with the Company; or (d) anybreach of this Agreement by the Company. Failure of the Executive to timely terminate hisemployment upon the occurrence of an event described in subsections (b), (c) or (d) above shall notresult in a waiver of any right the Executive may have to terminate his employment based upon anyfuture occurrence.     7. Payments After Termination. If this Agreement or the Executive’s employmenthereunder are terminated for the reasons set forth in Sections 6.1 or 6.2 hereof, then theExecutive or the Executive’s estate, as the case may be, shall receive the Base Salary through thedate of termination in accordance with the terms of this Agreement and the prorated portion of theAnnual Bonus, if any, as applicable, accrued during the fiscal year and through the date oftermination in accordance with the terms of this Agreement. If this Agreement or the Executive’semployment hereunder are terminated for the reasons set forth in Sections 6.3 hereof, then theExecutive shall receive the Base Salary through the date of termination in accordance with theterms of this Agreement. If this Agreement is terminated pursuant to Section 6.4 hereof, then theExecutive shall receive the Base Salary through the date of termination in accordance with theterms of this Agreement and the prorated portion of the Annual Bonus, if any, as applicable,accrued during the fiscal year and through the date of termination and shall receive the BaseSalary that would have otherwise been payable for the remainder of the Term (assuming no extensionsor modifications thereof), which amounts shall be payable in installments in accordance with theCompany’s normal payroll practices or at such other reasonable intervals as may from time to timebe used by the Company for paying its employees generally. Thereafter, the Executive shall not beentitled to receive any further compensation or benefits from the Company whatsoever.     8. Non-Competition; Non-Disclosure and Non-Solicitation. Executive acknowledges andrecognizes the highly competitive nature of the Company’s business and that the goodwill andpatronage of the Company’s clients constitute a substantial asset of the Company having beenacquired through considerable time, money and effort.
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          8.1 Non-Competition. During Executive’s employment with the Company and, if theExecutive’s employment with the Company is terminated by the Company pursuant to Section 6.3 or bythe Executive other than pursuant to Section 6.4, for a period of two (2) years from the date oftermination of employment or expiration of this Agreement (the “Period of Non-Competition”), andwithin a radius of fifty (50) miles of any location at which the Company is engaged in business asof the date of cessation of employment, Executive shall not, without the Company’s prior writtenconsent, directly or indirectly own, manage, operate, control, be employed by, act as agent,consultant or advisor for, or participate in the ownership, management, operation or control of, orbe connected in any manner through the investment of capital, lending of money or property,rendering of services or otherwise, with, any business of the type and character engaged in andcompetitive with the Company’s business. For these purposes, ownership of securities of threepercent (3%) or less of any class of securities of a public company shall not be considered to becompetition with the Company’s business or a violation of the NDA.          8.2 Reasonable Restrictions. The restrictions set forth in this Section 8 areconsidered by the parties to be reasonable for the purpose of protecting the value of the Company’sbusiness and goodwill of the Company. It is the desire and intent of the parties to this Agreementthat the provisions of this Section 8 be enforced to the fullest extent permissible under the lawsand public policies applied in each jurisdiction in which enforcement is sought. If any particularprovision or portion of this Section 8 is adjudicated to be invalid or unenforceable, then thisSection 8 will be deemed so as to permit the invalid or unenforceable provision or portion to beenforced as nearly as possible according to its original terms and intent to eliminate suchinvalidity or unenforceability; provided, however, that such amendment is to apply only with therespect to the operation of such section in the particular jurisdiction in which such adjudicationis made.          8.3 Breach. The parties recognize that the performance of the obligations under thisSection 8 by the Executive is special, unique and extraordinary in character, and that in the eventof the breach by the Executive of the terms and conditions of this Section 8, the Company willsuffer irreparable injury and that monetary damages would not provide an adequate remedy at law andthat no remedy at law may exist. Accordingly, in the event of such breach, the Company will beentitled, if it so elects and without the posting of any bond or security, to institute andprosecute proceedings in any court of competent jurisdiction, in law or in equity, to enforce thespecific performance of this Agreement by the Executive or to enjoin the Employee from breachingthis Section 8.          8.4 Tolling. In the event of a breach or violation by the Executive of any of theprovisions of this Section 8, the running of the Period of Non-Competition shall be tolled withrespect to the Executive during the continuance of any actual breach or violation. In addition toany other rights or remedies the Company may have hereunder, the Company shall be entitled toreceive from the Executive reimbursement for all attorneys’ fees and expenses
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incurred by the Company in enforcing this Agreement and shall have the right and remedy torequire the Executive to account for and pay over to the Company all compensation, profits, monies,accruals or other benefits derived or received, directly or indirectly, by such the Executive fromthe action constituting a breach or violation of this Agreement.          8.5 Non-Solicitation and Non-Disclosure. Executive further agrees that he shallexecute Levitt’s standard form of non-solicitation and non-disclosure agreement attached hereto asExhibit B (the “NDA”). Executive also agrees that he shall use his reasonable efforts toobtain from all employees of the Company a similar, duly executed NDA.          8.6 Exceptions to Restrictive Covenants. Notwithstanding the terms and conditions ofany non-solicitation, non-compete or non-disclosure agreement or provisions to which the Executivemay at any time execute in favor of the Company, Levitt, or any of their respective affiliatesincluding, without limitation, the provisions of this Agreement and the NDA (the “RestrictiveCovenants”), the Executive shall not be deemed to be in breach of any Restrictive Covenants as aresult of the Executive (i) owning, directly or indirectly, not more than three percent (3%) of anyclass of securities of a public company, or (ii) making any investment in or loans to, orconsulting with or providing services (other than as an employee) to, any company that engages inbusiness in Central Florida of which the Employee’s family relatives own, directly or indirectly,at least a majority interest.     9. Withholding. Anything to the contrary notwithstanding, all payments required to bemade by the Company hereunder to the Executive or the Executive’s estate or beneficiaries shall besubject to the withholding of such amounts, if any, relating to tax and other payroll deductions asthe Company may reasonably determine it should withhold pursuant to any applicable law orregulation.     10. Notices. All notices, request, demands or other communications by the termshereof required or permitted to be given by one party to another shall be given in writing bypersonal delivery, by facsimile or by regular mail, postage prepaid, addressed to such other partyor delivered to such other party as follows:If to the Company:Bowden Building Corporation