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                                                                   EXHIBIT 10.33

               AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT

         This Amended and Restated Management Services Agreement ("Agreement")
is by and between (i) Technical Olympic, Inc., a Delaware corporation, its
successors and assigns ("TOI"), as successor in interest to Techolym, L.P., a
Texas limited partnership ("Techolym"), as a result of the merger of Techolym
with and into TOI, and (ii) Technical Olympic USA, Inc., a Delaware corporation
f/k/a Newmark Homes Corp. (the "Company"), as successor in interest to Newmark
Homes Corp., a Nevada corporation which changed its state of incorporation to
Delaware ("Newmark").

                                    RECITALS

         WHEREAS, on June 1, 2000, Techolym and Newmark executed and delivered
that certain Management Services Agreement (the "Management Agreement");

         WHEREAS, TOI has provided management services to the Company since
December 15, 1999;

         WHEREAS, the Company desires that TOI continue to provide certain
services to the Company;

         WHEREAS, the needs of the Company have changed and the Company and TOI
desire to change the services provided under the Management Agreement by TOI to
the Company; and

         WHEREAS, the change in services as reflected herein is in the best
interests of the Company and TOI;

         NOW, THEREFORE, in consideration of the mutual covenants and other good
and valuable consideration contained herein, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:

                                   AGREEMENT

         1.       Term, Engagement and Services.

                  1.1.     Term and Engagement. The Company hereby engages TOI
and TOI hereby accepts such engagement and agrees to perform the services
described in Section 1 hereof (collectively, the "Services") on behalf of and
for the account of the Company in accordance with the terms and conditions of
this Agreement for a period of five (5) years commencing effective as of January
1, 2003 and ending on December 31, 2007, unless terminated earlier in accordance
with the provisions of Section 6 herein.

                  1.2.     Chairman of the Company's Board of Directors. TOI
will provide the services of its President, Constantine Stengos, to act as
Chairman of the Company's board of

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directors (the "Board of Directors"). The Chairman will be the highest-ranking
member of the Board of Directors. His primary responsibility will be to lead the
Board of Directors in fulfilling its primary mission of advancing the long-term
successful performance of the Company in fulfilling its fiduciary duty to the
Company's stockholders.

         The Chairman will also act as a liaison between the Company's Chief
Executive Officer and the other members of the Board of Directors as to matters
that may arise from time to time about which the Chief Executive Officer may
request advice or consultation. In this capacity, the Chairman will remain in
regular contact with the Chief Executive Officer and other members of the Board
of Directors, particularly the outside/independent members, as to matters of
interest. The Chairman will also be responsible for calling and presiding over
all meetings of the Board of Directors and Stockholders and proposing the agenda
for such meetings.

                  1.3.     Members of the Company's Board of Directors and Board
Committees. TOI will provide the services of George Stengos and Andreas Stengos,
as well as of Constantine Stengos, as Chairman, as set forth in Section 1.2
above (together, the "Directors"), to act as members of the Board of Directors
and chairpersons of Board committees as determined by the Board of Directors. As
Board members duly elected by the Company's stockholders and as chairpersons of
selected Board committees, the Directors will fulfill the responsibilities set
forth in the Company's organizational documents and pursuant to applicable law.
Among such responsibilities, as Directors, together with the other members of
the Board of Directors, they will be responsible for:

                  (a)      formulating, approving, and communicating the
strategic commitment of the Company;

                  (b)      selecting the Company's Chief Executive Officer;

                  (c)      structuring Board committees and responsibilities;

                  (d)      reviewing and approving the Company's strategic,
annual operating, and capital plans;

                  (e)      approving major financing, land, and acquisition
transactions;

                  (f)      approving all significant transactions not in the
ordinary course of business;

                  (g)      approving all new executive management hires and any
other new hires reporting directly to the Chief Executive Officer;

                  (h)      approving changes of status (promotions, demotions,
and assignments) of executive managers and those employees that report directly
to the Chief Executive Officer;

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                  (i)      approving entry into new lines of business;

                  (j)      approving entry into new geographic markets;

                  (k)      overseeing the Company's long-term strategy; and

                  (l)      assuring that the Company's business is conducted in
a manner consistent with preserving its financial integrity.

                  1.4.     European Investor Relations. TOI will also provide
the services of the Directors to act as spokespersons for the Company in Europe.
The Directors will be responsible for:

                  (a)      advancing the Company's image and profile within the
European investment and financial communities; and

                  (b)      promoting the Company's image and goodwill in Europe.

                  1.5.     Incidental Services. TOI shall perform such other
services as are reasonably requested from time to time by the Board of Directors
or management of the Company.

                  1.6      Directors to Remain Informed. To further the goals
set forth in this Section 1, TOI will cause the Directors to remain fully
informed about the business and economic conditions in the homebuilding industry
both in the United States and Europe and the effect of those conditions on the
Company's business and prospects. TOI will also cause the Directors to use their
knowledge, skills, experience, and contacts to further these goals.

                  1.7.     General Standards. TOI shall employ such individuals
as are necessary to perform the Services and shall monitor or supervise the
performance of the Services by such persons. TOI will provide and/or will cause
the Services to be provided hereunder with reasonable diligence. TOI and the
Company acknowledge and agree that: (i) TOI is not an agent of the Company; (ii)
TOI is not and will not be responsible for any management decisions on behalf of
the Company; and (iii) TOI may not commit the Company to any action or obligate
or bind the Company in any matter whatsoever.

                  1.8      Replacement Nominees. In the event that, as a result
of death or disability, Constantine Stengos is unable to serve as Chairman of
the Board of Directors or any of the other Directors are unable to serve on the
Board of Directors, TOI shall present to the Board of Directors nominees for
their replacement.

         2.       Management Fee and Additional Compensation.

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                  2.1      Management Fee. The Company, in consideration for the
performance of the Services provided to the Company by or on behalf of TOI,
agrees to pay TOI an annual fee of US$500,000 (the "Management Fee"). In the
event this Agreement is terminated prior to December 31, 2007, the Management
Fee shall be prorated for the period elapsed from the last payment.

                  2.2.     Additional Compensation. As additional compensation,
TOI shall be paid an annual incentive fee ("Additional Incentive Compensation")
payable as soon as practicable following completion of the annual audit of the
Company's financial statements by its regularly retained firm of independent
certified public accountants. The Additional Incentive Compensation shall be a
cash sum determined by the Company's achievement of certain consolidated net
income ("Net Income") targets as reflected on its Statement of Income as
determined in accordance with generally accepted accounting principles for
financial reporting in the United States consistently applied for such fiscal
year. The Net Income targets and schedule of Additional Incentive Compensation
are as follows:

                  (a)      If the Company's Net Income is between US$75,000,000
and up to and including US$120,000,000, TOI shall receive US$2,000,000 in
Additional Incentive Compensation for such fiscal year.

                  (b)      If the Company's Net Income is greater than
US$120,000,000 and up to and including US $150,000,000, TOI shall receive
US$2,500,000 in Additional Incentive Compensation for such fiscal year.

                  (c)      If the Company's Net Income is greater than
US$150,000,000, TOI shall receive US$3,000,000 in Additional Incentive
Compensation.

                  (d)      The Additional Incentive Compensation shall under no
circumstances exceed US$3,000,000 in any given year.

                  (e)      If TOI's engagement is terminated during the calendar
year pursuant to Section 6, the Additional Incentive Compensation payable to TOI
for such calendar year shall be a prorated payment of the Additional Incentive
Compensation paid with respect to the last completed calendar year for the
period elapsed for such calendar year.

         3.       Nature of Services. TOI and the Company agree that all
Services performed hereunder shall be in TOI's capacity as an independent
contractor, and it is not the purpose or intent of this Agreement to create any
franchise, joint venture, trust, partnership, or employer/employee relationship
for any purpose whatsoever. Nothing in this Agreement shall be construed to make
either party hereto an agent, joint venturer, partner, legal representative,
employee or policy-making participant of the other, and neither party shall have
the right to obligate or bind the other party in any manner whatsoever. The
performance by TOI of its duties under this Agreement shall not relieve the
Company of any legal or contractual duty whatsoever, including duties to comply
with applicable laws, rules, regulations, orders, policies, procedures and
financial and accounting reporting obligations.

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Except as provided in Section 1 herein with respect to actions of the Directors
as members of the Board of Directors and chairpersons of designated board
committees, TOI shall have no authority under this Agreement to supervise
employees or other agents of the Company, to implement policies or modify
procedures or business plans or to mandate any course of action in connection
with the operations of the Company.

         4.       Other Activities of TOI. The Company acknowledges and agrees
that TOI shall not devote its (or any shareholder's, employee's, officer's,
director's or associate's of TOI) full time and business efforts to the duties
of TOI specified in this Agreement, but only so much of such time and efforts as
TOI reasonably deems necessary. The Company further acknowledges and agrees that
TOI (and its shareholders, employees, officers, directors and associates) are
engaged in the business of investing in, acquiring and/or managing businesses
for their and TOI's own accounts, and plans to continue to engage in such
business (and any other business or investment activities) during the term of
this Agreement. No aspect or element of such activities shall be deemed to be
engaged in for the benefit of the Company or to constitute a conflict of
interest. TOI shall be required to bring only such investments and/or business
opportunities to the attention of the Company as TOI, in its sole discretion,
deems appropriate and as required by applicable law.

         5.       Indemnification.

                  (a)      The Company hereby agrees to indemnify TOI for any
losses, costs, expenses (including reasonable attorneys' fees), fees and
judgments relating to claims asserted against TOI by any third party as a result
of, or relating to, the performance by TOI of its duties pursuant to this
Agreement, other than losses, costs, expenses, fees and judgments resulting from
TOI's gross negligence or willful misconduct.

                  (b)      TOI hereby agrees to indemnify the Company for any
losses, costs, expenses (including reasonable attorneys' fees), fees and
judgments relating to claims asserted against the Company by any third party as
a result of, or relating to, the gross negligence or willful misconduct of TOI
in the performance by TOI of its duties pursuant to this Agreement.

                  (c)      The provisions contained in this Section 5 shall
survive the termination or expiration of this Agreement.

         6.       Termination. This Agreement may be terminated in accordance
with this Section 6 as follows:

                  (a)      by the mutual agreement of the parties;

                  (b)      by TOI at any time upon the failure of the Company to
pay to TOI the compensation provided hereunder (a "Company Breach") with such
Company Breach continuing uncured for thirty (30) days after written notice
describing the Company Breach is delivered by TOI to the Company; or

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                  (c)      by the Company (i) upon six (6) months prior written
notice to TOI, or (ii) upon a material breach of this Agreement by TOI (a "TOI
Breach") with such TOI Breach continuing uncured for thirty (30) days after
written notice describing the TOI Breach is delivered by the Company to TOI;
provided, however, that if the TOI Breach is not capable of cure within the said
thirty (30) day period, then TOI shall have such time as is necessary, other
than with respect to the provision of Services, to cure such TOI Breach provided
that TOI commences action to cure the TOI Breach within the thirty (30) day
notice period and continues diligently to cure the TOI Breach and, provided,
further, that such TOI Breach shall be cured within ninety (90) days of the
written notice.

         7.       Duties Upon Termination or Expiration. Upon termination or
expiration of this Agreement, TOI shall, within thirty (30) business days
thereafter, deliver to the Company complete copies of all records or reports, if
any, maintained by TOI in connection with the provision of the Services. TOI
shall also be available for a period not more than sixty (60) days following
termination for reasonable consultations with the Company concerning the
Services; provided, however, the Company shall reimburse TOI for any reasonable
and documented direct and out-of-pocket expenses incurred in connection with
such consultations.

         Upon termination or expiration of this Agreement, the Company shall
compensate TOI for all compensation accrued and unpaid as of the date of
termination. Such payment shall be within fifteen (15) business days of the
delivery by TOI of the information called for above.

         Upon termination of this Agreement, TOI agrees to comply with the
confidentiality obligations set forth in Section 8 below.

         8.       Confidentiality. TOI acknowledges that it will have access to
Confidential Information (as hereinafter defined) regarding the Company, its
subsidiaries and its businesses. TOI agrees that it and its subsidiaries,
affiliates, employees, officers, directors, agents, associates or other
representatives will not, during or subsequent to the term of this Agreement,
divulge, furnish or make accessible to any person Confidential Information,
except with the specific prior written consent of the Company; provided,
however, that the parties agree that this Agreement does not prohibit the
disclosure of Confidential Information where applicable law requires. In the
event that TOI or the Directors are requested or become legally compelled to
make any disclosure of Confidential Information, TOI agrees that it will (i)
immediately provide the Company with written notice of the existence, terms and
circumstances, surrounding such request(s) so that the Company may seek an
appropriate protective order or other appropriate remedy, (ii) cooperate with
the Company in its efforts to decline, resist or narrow such requests and (iii)
if disclosure of such Confidential Information is required in the opinion of
counsel, exercise reasonable efforts to obtain an order or other reliable
assurance that confidential treatment will be accorded to such disclosed
information.

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         For purpose of this Agreement, "Confidential Information" means any and
all intellectual property of the Company or any of its affiliates, including but
not limited to: (a) trade secrets concerning the business and affairs of the
Company or any of its affiliates, product specifications, data, know-how,
formulae, compositions, processes, designs, sketches, photographs, graphs,
drawings, samples, inventions and ideas, past, current and planned research and
development, current and planned manufacturing or distribution methods and
processes, customer lists, current and anticipated customer requirements, price
lists, market studies, business plans, computer software and programs (including
object code and source code), computer software and database technologies,
systems, structures, and architectures (and related formulae, compositions,
processes, improvements, devices, know-how, inventions, discoveries, concepts,
ideas, designs, methods and information), and any other information, however
documented, that is a trade secret under federal, state or other applicable law;
and (b) information concerning the business and affairs of the Company or any of
its affiliates (which includes historical financial statements, financial
projections and budgets, historical and projected sales, capital spending
budgets and plans, the names and backgrounds of key personnel, personnel
training and techniques and materials), however documented; and notes, analysis,
compilations, studies, summaries, and other material prepared by or for the
Company or any of its affiliates containing or based, in whole or in part, on
any information included in the foregoing. Confidential Information does not
include any information that has publicly become available prior to TOI's
receipt of such information or thereafter became publicly available (other than
as a result of disclosure by TOI).

         9.       Modification. This Agreement may not be orally changed or
modified. All changes or modifications to this Agreement shall be in writing
signed by the party against whom enforcement of any change or modification is
sought.

         10.      Waiver. No delay or failure to exercise any remedy or right
occurring upon any breach or default shall be construed as a waiver of such
remedy or right, nor shall it affect any subsequent default of a same or
different nature.

         11.      Effect of Invalidity. Should any part of this Agreement, for
any reason, be declared invalid, such decision shall not affect the validity of
any remaining portion, which remaining portion shall remain in force and effect.

         12.      Successors and Assigns. TOI may assign or transfer (whether
direct or indirect, by purchase, merger, consolidation or otherwise) all rights
and obligations under the Agreement to any person controlling, controlled by, or
under common control with TOI. This Agreement may also be assigned by operation
of law to any TOI successor in interest.

         13.      No Third Party Beneficiary. The provisions of this Agreement
are enforceable solely by the parties to this Agreement, and no other person
shall have the right to enforce any provision of this Agreement or to compel any
party to this Agreement to comply with the terms of this Agreement.

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         14.      Notices.

         All notices, requests, demands and other communications hereunder shall
be in writing and in English and shall be deemed to have been duly given when
delivered in person, by overnight courier or telecopy to the respective parties
as follows:

         If to the Company:     Technical Olympic USA, Inc.
                                4000 Hollywood Blvd., Suite 500-N
                                Hollywood, FL 33021
                                Facsimile: (954) 364-4020
                                Attention: Patricia M. Petersen, General Counsel

         If to TOI:             Technical Olympic, Inc.
                                c/o Registered Agent
                                CT Corporation System
                                1021 Main Street, Suite 1150
                                Houston, Texas 77002

         Or to such other address as the person to whom notice is given may have
previously furnished to the other in writing in the manner set forth above;
provided, however, that notice of any change of address shall be effective only
upon receipt thereof.

         15.      Further Actions. At any time and from time to time, each party
agrees, without further consideration, to take such actions and to execute and
deliver such documents as may be necessary to effectuate the purposes of this
Agreement.

         16.      Evidence of Same Agreement. This Agreement amends and restates
in its entirety the Management Agreement, and the Management Agreement shall be
of no further force and effect except as to evidence a failure to comply with
the covenants made by the parties contained in such Management Agreement
occurring prior to the execution of this Agreement. The terms and conditions of
this Agreement and any other document referencing this Agreement shall apply to
all of the rights and obligations set forth under the Management Agreement. All
references to the Management Agreement in any document shall be deemed to refer
to this Agreement; however, to the extent that the terms and conditions of this
Agreement are actually inconsistent with the Management Agreement, this
Agreement shall govern and continue in full force and effect.

         17.      Entire Agreement. This Agreement contains the entire agreement
between the parties with respect to the subject matter hereof and hereby
expressly terminates, rescinds, replaces and supersedes all prior and
contemporaneous agreements and understandings, oral or written, between the
parties hereto with respect to the subject matter hereof.

         18.      Survival. The provisions of Sections 10, 12 and 13 shall
survive the termination or expiration of this Agreement.

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         19.      Captions. The paragraph captions contained in this Agreement
are inserted only as a matter of convenience and reference, and in no way
define, limit or describe the scope of this Agreement, nor the intent of any
provision thereof.

         20.      Counterparts. This Agreement may be executed in counterparts,
by facsimile or original signatures, each of which shall be deemed an original,
but which, taken together, shall constitute one Agreement.

         21.      Governing Laws. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without reference
to the laws of any other state.

         22.      Waiver of Jury Trial. THE PARTIES HERETO HEREBY WAIVE TRIAL BY
JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER
(WHETHER IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO,
OR CONNECTED WITH THIS AGREEMENT.

         23.      Jurisdiction; Service of Process. Any proceeding arising out
of or relating to this Agreement may be brought in the courts of the State of
Delaware and each of the parties irrevocably submits to the exclusive
jurisdiction of such court in any such proceeding, waives any objection it may
now or hereafter have to venue or to convenience of forum, agrees that all
claims in respect of the proceeding shall be heard and determined only in any
such court and agrees not to bring any proceeding arising out of or relating to
this Agreement in any other court. The parties agree that either or both of them
may file a copy of this paragraph with any court as written evidence of the
knowing, voluntary and bargained agreement between the parties irrevocably to
waive any objections to venue or to convenience of forum. Process in any
proceeding referred to in the first sentence of this section may be served on
any party anywhere in the world.

                        [SIGNATURES FOLLOW ON NEXT PAGE]

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         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 13th day of June, 2003.

TECHNICAL OLYMPIC USA, INC.

By: /s/ Constantine Stengos
    -------------------------
Name: Constantine Stengos
Title: Chairman

TECHNICAL OLYMPIC, INC.

By: /s/ Constantine Stengos
    -------------------------
Name: Constantine Stengos
Title: Chairman

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