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                                                                   EXHIBIT 10.3A


                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

     THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment") is made and
entered into as of December 19, 2002, by and between CENTEX DEVELOPMENT COMPANY,
L.P., a Delaware limited partnership ("CDCLP"), and RICHARD C. DECKER
("Executive"), an individual resident of Coppell, Texas.

                                    RECITALS

     A. CDCLP and Executive entered into an Employment Agreement dated as of
April 1, 2001 (the "2001 Agreement").

     B. Since the signing of the 2001 Agreement, a number of strategic and
organizational changes have occurred within CDCLP.

     C. CDCLP and Executive have agreed to modify the terms of 2001 Agreement,
as set forth in this Amendment, and to provide for the termination and
replacement of the 2001 Agreement with a new agreement effective April 1, 2003.

                                    AGREEMENT

     NOW, THEREFORE, CDCLP and Executive mutually undertake and agree as
     follows:

1.   Defined Terms. Capitalized terms used, but not defined, in this Amendment
     will have the meanings given to such terms in the 2001 Agreement.

2.   Amendment. Section 4.C.(2) of the 2001 Agreement is hereby deleted in its
     entirety and replaced with the following:

          (2) If CDCLP terminates Executive's employment under Sections 4.B.(3)
     or (4) above (relating to termination with or without cause or termination
     for breach of this Agreement), then CDCLP will be obligated to pay to
     Executive the following: (i) all salary accrued through the effective date
     of the termination; (ii) a lump sum payment equal to the lesser of (A) one
     year of the annual salary that was in effect on the effective date of the
     termination, as described in Section 3.A. above, or (B) the annual salary
     amount that would have been paid through December 31, 2003, had Executive
     remained employed with CDCLP; (iii) reimbursement for all expenses incurred
     by Executive through the effective date of the termination; (iv) within 45
     days after the end of the fiscal year, any Annual Bonus accrued through the
     effective date of termination; and (v) the Post-Employment Bonus.

3.   Termination of 2001 Agreement.

     A.   The 2001 Agreement will continue in effect and govern the terms of the
          employment relationship between CDCLP and Executive through March 31,
          2003. Effective at the close of business on March 31, 2003, however,
          the 2001 Agreement will terminate and no longer have any force or
          effect. Other than as outlined in this Section 3, neither Executive
          nor CDCLP will be bound by any of the terms and provisions of the 2001
          Agreement after March 31, 2003. From and after April 1, 2003,
          Executive will be deemed an "employee at will", who may be terminated
          at any time, with or without cause.



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     B.   Notwithstanding the termination of the 2001 Agreement under Section
          3.A., the following provisions of the 2001 Agreement will continue to
          apply after March 31, 2003, for the time periods stated below:

          (1)  CDCLP will continue to be obligated to pay to Executive the
               Annual Bonus for fiscal year 2003 in accordance with the terms of
               the 2001 Agreement.

          (2)  If CDCLP terminates Decker from his employment with CDCLP or any
               other Centex-related entity after March 31, 2003, but before
               December 31, 2003, with or without cause (other than for acts of
               theft, embezzlement, fraud, dishonesty or other illegal acts),
               CDCLP will pay to Executive the annual salary amount that would
               have been paid to Executive through December 31, 2003, had
               Executive remained employed with CDCLP through that date.

4.   Profits Interest Agreement. As an inducement to Executive, CDCLP and
     Executive will enter into a Profits Interest Agreement (herein so called)
     concurrently with the signing of this Amendment. Pursuant to the Profits
     Interest Agreement, CDCLP will pay to Executive a percentage of the profits
     generated by projects in which Executive had involvement while employed by
     CDCLP. The Profits Interest Agreement will supersede and replace any
     agreements previously entered into between CDCLP and Decker (including the
     2001 Agreement) regarding the manner in which Executive is entitled to be
     compensated for profits generated by the projects.

5.   Miscellaneous. The 2001 Agreement, as modified by this Amendment, and the
     Profits Interest Agreement together express the entire agreement between
     Executive and CDCLP with reference to the subject matter of the 2001
     Agreement and supersede all prior written or oral and all contemporaneous
     oral discussions, arrangements, negotiations, and agreements with respect
     to the subject matter of the 2001 Agreement. No waiver, modification, or
     amendment of the 2001 Agreement or of any covenant, condition or limitation
     in the 2001 Agreement will be valid, unless it is in a written document
     signed by the party most detrimentally affected by the waiver or
     modification. The parties further agree that the provisions of this
     paragraph may not be waived except as in the manner described in this
     paragraph.

     IN WITNESS WHEREOF, the parties to this Amendment have executed and
delivered this Amendment in Dallas, Texas as of the day and year first above
written.



EXECUTIVE:                             CDCLP:

                                       CENTEX DEVELOPMENT COMPANY, L.P.,
                                       a Delaware limited partnership
-----------------------------
Richard C.  Decker                     By: 3333 Development Corporation,
                                           a Nevada corporation

                                       By:
                                          ----------------------------------
                                       Stephen M.  Weinberg
                                       President and Chief Executive Officer


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