**TABLE OF CONTENTS**       **Page** ARTICLE I DEFINITIONS  1  1.1 Definitions  1 1.2 Certain Interpretation Matters  3      ARTICLE II PURCHASE AND SALE OF MEMBER INTERESTS  3  2.1 Mutual Closing Obligations  3 2.2 Contribution Date Member Interests Purchase Price  3      ARTICLE III REPRESENTATIONS AND WARRANTIES OF CENTEX  4  3.1 Organization and Qualification  4 3.2 Capitalization and Ownership  4 3.3 Authorization; Enforceability  4 3.4 No Conflict or Violation  4 3.5 Employees  5 3.6 Assets and Liabilities  5 3.7 No Bankruptcy Proceedings  5 3.8 Organizational Documents  5      ARTICLE IV NO OTHER REPRESENTATIONS  5  4.1 No Other Representations  5 4.2 As-Is  5      ARTICLE V COVENANTS OF CENTEX BETWEEN THE EFFECTIVE DATE AND THE CLOSING DATE  6  5.1 Covenants of Centex  6      ARTICLE VI CONDITIONS TO CLOSING; DELIVERIES AT CLOSING  6  6.1 Conditions to Purchaser’s Obligations to Close  6 6.2 Conditions to Centex’s Obligations to Close  6 6.3 Centex Deliveries  6 6.4 Purchaser Deliveries  7      ARTICLE VII SURVIVAL OF REPRESENTATIONS AND COVENANTS; INDEMNIFICATION  7  7.1 Survival of Covenants, Representations and Warranties  7 7.2 Indemnification by Centex  7 7.3 Exclusive Remedy; Additional Indemnification Matters; Limitation  7 
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       **Page**7.4 No Limitation of Other Claims  8 7.5 Survival  8      ARTICLE VIII OFAC CERTIFICATE AND INDEMNIFICATION  8  8.1 Purchaser’s OFAC Representation  8 8.2 Centex’s OFAC Representation  9 8.3 Survival  9      ARTICLE IX GENERAL PROVISIONS  9  9.1 Notices  9 9.2 Severability  10 9.3 Counterparts  11 9.4 Assignment; Successors and Assigns  11 9.5 Further Assurances  11 9.6 No Third Party Beneficiaries  11 9.7 Descriptive Headings  11 9.8 Reasonable Consent Required  11 9.9 Waivers  11 9.10 Dispute Resolution  11 9.11 Governing Law  12 9.12 Enforcement  12 9.13 Entire Agreement; Amendments  12 9.14 Construction; Joint Drafting  12 9.15 No Brokers, Finders, etc.  12 9.16 Tax Characterization  12  Exhibit A           Transferred Subsidiaries    Exhibit B            Form of Assignment of Member Interests    Exhibit C            Procedure for Post-Closing Adjustments    Exhibit D            Organizational Documents    
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**MEMBER INTERESTS PURCHASE AGREEMENT**          THIS MEMBER INTERESTS PURCHASE AGREEMENT (this “**Agreement**”) is effective as of March 31, 2008(the “**Effective Date**”), by and between CENTEX HOMES, a Nevada general partnership (“**Centex**”), andCORONA LAND COMPANY, LLC, a Delaware limited liability company (“**Purchaser**”; each of Purchaser, onthe one hand, and Centex, on the other hand, a “**Party**”; collectively, the “**Parties**”).RECITALS:           WHEREAS, Centex has formed the Company and is the sole owner of all right, title and interestin all of the equity ownership interests (the “**Member Interests**”) in Corona Real Estate HoldingCompany, L.L.C., a Delaware limited liability company (the “**Company**”);          WHEREAS, the Company is the sole owner of all right, title and interest in all of the equityownership interests in each of those certain entities (each, an “**Transferred Subsidiary**,” andcollectively, the “**Transferred Subsidiaries**”), shown on Exhibit “A” that own the realestate projects described in Exhibit “A”;          WHEREAS, prior to the Closing Date, Centex will have conveyed to each Transferred Subsidiarythe Assets applicable to the respective Project (the “**Contribution**”), and, after the Contribution,each Transferred Subsidiary will own its, respective, Assets;          WHEREAS, Centex desires to sell to Purchaser, and Purchaser desires to purchase from Centex,all of the Member Interests owned by Centex on the terms and subject to the conditions set forth inthis Agreement; and          WHEREAS, immediately after Purchaser’s acquisition of all of the Membership Interests fromCentex, Purchaser desires to be admitted to the Company under an assignment of member interests inthe form of Exhibit “B” attached hereto (the “**Assignment**”).          NOW, THEREFORE, in consideration of the premises and the covenants and agreements hereincontained, and for other good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the Parties, intending to be legally bound hereby, do hereby agree as follows:**ARTICLE I****DEFINITIONS**     1.1 Definitions.          (a) Unless otherwise defined herein, any capitalized term herein shall have the same meaningas set forth for it in the Contribution Agreement.          (b) The following terms shall have the respective meanings specified or referred to below:
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          “**Closing**” means the settlement of the mutual obligations of Purchaser and Centex with respectto the sale of the Member Interests to Purchaser and the performance of their respectiveobligations hereunder to be performed at or prior to the Closing Date.          “**Contribution Agreement**” means the Contribution Agreement, dated March 29, 2008, betweenCentex and the Company.          “**Incurred Ownership Development Costs**” is the amount of all third party costs paid by Centexin March, 2008, in owning and developing the Properties (including costs paid related to obtainingand preserving the Entitlements, costs related to work conducted by consultants and contractors,costs incurred in obtaining utilities, costs paid in negotiating and entering into agreements withadjoining landowners, costs paid under purchase agreements for the Properties andAssociation-related costs) if and to the extent the Incurred Ownership Development Costs were forwork that is included in the Future LD Spend Schedules.          “**Interest Rate**” means annual rate of interest published in *The Wall Street Journal*from timeto time as the “Prime Rate” for JPMorgan Chase, N.A., plus 3%. If *The Wall Street Journal*ceasesto publish the “Prime Rate” for JPMorgan Chase, N.A., but publishes the “Prime Rate” for anotherfinancial institution, the “Prime Rate” shall be such rate as published in *The Wall Street Journal*.If *The Wall Street Journal*ceases to publish a “Prime Rate”, the parties shall select anequivalent publication that publishes such “Prime Rate.”          “**Liabilities**” means indebtedness, damages, obligations, losses, debts, penalties, fines,awards, judgments, costs or expenses.          Each of the following terms is defined in the Section of this Agreement set forth oppositesuch term:     **Adjustments** Exhibit C**Agreement** Preamble**Blocked Person**  8.1**Centex** Preamble**Closing Date**  2.1(a)**Closing Date Representations Certificate**  6.3(b)**Contribution** Recitals**Effective Date** Preamble**Executive Order**  8.1**Final Adjustment Payment** Exhibit C**Final Member Interests Purchase Price** Exhibit C**Final Investment Adjustments** Exhibit C**Investment Objections Notice** Exhibit C**Investment Updated Schedule** Exhibit C**Member Interests** Recitals**Neutral Accountant** Exhibit C**OFAC**  8.1**Parties** Preamble**Party** Preamble
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     **Purchaser** Preamble**Survival Period**  7.3(a)     1.2 Certain Interpretation Matters.          (a) Definitions contained in this Agreement apply to singular as well as the plural forms ofsuch terms and to the masculine as well as to the feminine and neuter genders of such terms. Wordsin the singular shall be held to include the plural and vice versa, and words of one gender shallbe held to include the other gender as the context requires. The terms “hereof,” “herein,”“hereby” and “herewith” and words of similar import shall, unless otherwise stated, be construed torefer to this Agreement as a whole and not to any particular provision of this Agreement. Theterms “includes” and the word “including” and words of similar import shall be deemed to befollowed by the words “without limitation.” Each Exhibit, Article, Section and paragraph referenceis to the Exhibits, Articles, Sections and paragraphs to this Agreement, unless otherwisespecified.          (b) When calculating the period of time before which, within which or following which any actis to be done or step taken pursuant to this Agreement, the date that is the reference date incalculating such period shall be excluded. If the last day of such period is not a Business Day,the period in question shall end on the next succeeding Business Day.          (c) The Exhibits and Schedules to this Agreement are hereby incorporated and made a parthereof and are an integral part of this Agreement. All Exhibits and Schedules annexed hereto orreferred to herein are hereby incorporated in and made a part of this Agreement as if set forth infull herein. Any capitalized terms used in any Schedule or Exhibit but not otherwise definedtherein shall be defined as set forth in this Agreement.**ARTICLE II****PURCHASE AND SALE OF MEMBER INTERESTS**     2.1 Mutual Closing Obligations.          (a) The “**Closing Date**” hereunder will be the Contribution Date (and in no event later thanMarch 31, 2008). In no event will the Closing Date be a day that is not a Business Day.          (b) Upon the terms and subject to the conditions set forth in this Agreement, at the ClosingCentex shall sell, convey, transfer, assign and deliver to Purchaser and Purchaser shall purchasefrom Centex, all right, title and interest of Centex in and to the Member Interests free and clearof all Encumbrances. The Closing will take place on the Closing Date and be effective as of 11:59p.m., Central time, at the offices of Baker Botts L.L.P., 2001 Ross Avenue, Dallas, Texas 75201,unless another time and/or place is agreed to in writing by the Parties.     2.2 Contribution Date Member Interests Purchase Price.          (a) In consideration of the transfer of the Member Interests by Centex and the consummation ofthe transactions contemplated herein, Purchaser shall pay and deliver to Centex
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aggregateconsideration in the amount of the Contribution Date Member Interest Purchase Price. TheContribution Date Member Interest Purchase Price shall be paid to Centex at the Closing by wiretransfer of immediately available funds (in accordance with the wire instructions delivered byCentex to Purchaser).          (b) Following the Closing Date, the Parties will reconcile difference between the actual andproposed Incurred Ownership Development Costs for March, 2008, in accordance with the procedure setforth in Exhibit C.**ARTICLE III****REPRESENTATIONS AND WARRANTIES OF CENTEX**          Centex hereby represents and warrants the following to Purchaser and Investor as of theClosing Date:     3.1 Organization and Qualification. Centex is duly formed and validly existing under theLaws of the state of Nevada. The Company is duly formed and validly existing under the Laws of thestate of Delaware.     3.2 Capitalization and Ownership.          (a) All of the Member Interests are and always have been held beneficially and of record byCentex, free and clear of all Encumbrances. All of the Member Interests were duly authorized andissued by the Company. The Member Interests constitute 100% of the equity interests in theCompany.          (b) Except for this Agreement and transactions contemplated hereby, there are no outstandingagreements, arrangements, warrants, options, puts, calls, rights, subscriptions or othercommitments to which the Company is a party or by which the Company is bound, granting rights toany Person to purchase, acquire or vote any equity or debt interest or instrument in the Company.     3.3 Authorization; Enforceability. Centex has all requisite partnership power to executeand deliver this Agreement and to perform its obligations under this Agreement and to sell theMember Interests to Purchaser. The execution, delivery and performance of this Agreement has beenduly authorized by all requisite action on behalf of Centex. This Agreement has been duly executedand delivered by Centex and, assuming the due authorization, execution and delivery of thisAgreement by Purchaser, constitutes the valid and binding obligation of Centex, enforceable againstCentex, in accordance with its terms subject to (i) the effect of any applicable bankruptcy,insolvency, reorganization, moratorium and other similar Laws relating to or affecting creditors’rights and remediesgenerally, and (ii) the effect of general equitable principles, regardless of whether asserted in aproceeding in equity or at Law.     3.4 No Conflict or Violation. The execution, delivery and performance by Centex of itsobligations under this Agreement and the other agreements and instruments contemplated hereby andthe consummation of the transactions contemplated hereby and thereby and the execution thereof donot and will not (a) conflict with, violate or breach any provision of its
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OrganizationalDocuments, (b) conflict with, violate or breach any provision of any lease, note, bond, mortgage,license, indenture or loan or credit agreement or other binding agreement to which Centex is aparty or by which Centex may be bound, or (c) violate any order or decree of any court, arbitratoror other governmental authority against or binding upon Centex.     3.5 Employees. The Company does not have any employees.     3.6 Assets and Liabilities.          (a) As of the Closing Date, following the Contribution, the only assets and properties of theCompany will be its member interests in the Transferred Subsidiaries.          (b) The Company has not conducted any business activities prior to the Effective Date and willnot conduct any business activities prior to the Contribution.          (c) The Company is not liable for or subject to any Liabilities, except as of the Closing Datefor those which will be assigned to, and assumed by, the Company or, as applicable, the TransferredSubsidiaries pursuant to the Contribution Agreement.     3.7 No Bankruptcy Proceedings. None of Centex, the Company, or any Transferred Subsidiaryhas made any voluntary filings for relief as debtor under any state receivership Laws or federalbankruptcy Laws, nor, to Centex’s Knowledge, has any involuntary filing with respect to Centex, theCompany or any of the Transferred Subsidiaries been made under any state receivership Laws orfederal bankruptcy Laws.     3.8 Organizational Documents. Attached as Exhibit “D” is a true and complete listof the organizational documents for the Company.**ARTICLE IV****NO OTHER REPRESENTATIONS**     4.1 No Other Representations. Purchaser acknowledges that, except for the representationsof Centex expressly given in Article III, no other representations and warranties, express orimplied, are made whatsoever by Centex in respect of the Member Interests and the Company. Withoutaffecting any remedies that the Company may have in respect of the representations made by Centexin the Contribution Agreement or any of the other Transaction Documents, Purchaser has not reliedupon any statements, representations or warranties by Centex other than the representations ofCentex made in Article III. Without limiting the foregoing, Purchaser acknowledges and agrees thatPurchaser will have no right of recovery under this Agreement under any theory for any Claimrelating to the Assets or Liabilities related thereto, and that the sole basis for recovery for anysuch Claim will be pursuant to the Contribution Agreement if and to the extent a Claim is permittedthereunder**.**     4.2 As-Is. Purchaser agrees that, except as specifically provided in this Agreement andthe documents delivered by Centex at Closing in compliance with the provisions of this Agreement,the Member Interests are sold **“AS IS”**. Without limiting the foregoing, Purchaser agrees that ithas conducted its own assessment of the value of the Member Interests and the
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underlying marketvalue of the Projects and acknowledges that the value of the Member Interests may be greater thanor less than the Final Member Interests Purchase Price and that the market value of the Projectsmay positively or negatively change after the Effective Date and that Purchaser shall not beentitled to an adjustment of the Final Member Interests Purchase Price or any other remedy againstCentex as a result of market value or market conditions**ARTICLE V****COVENANTS OF CENTEX BETWEEN THE EFFECTIVE DATE**