EXHIBIT 10.9

                              CONSULTING AGREEMENT

      CONSULTING AGREEMENT ("AGREEMENT") dated as of December 31, 1998, between
Calton, Inc., a New Jersey corporation ("CONSULTANT"), and Braewood Development
Corp., a Nevada corporation ("Braewood") and a wholly-owned subsidiary of Centex
Real Estate Corporation, a Nevada corporation ("Braewood").

                                    RECITALS

A.    Braewood has purchased from Consultant all the issued and outstanding
      capital stock of Calton Homes, Inc., a New Jersey corporation (the
      "COMPANY"), pursuant to a Stock Purchase Agreement dated as of September
      2, 1998 (the "STOCK PURCHASE AGREEMENT"). The Company designs, constructs
      and sells single-family detached homes in Central New Jersey.

B.    Consultant and its officers, including Anthony J. Caldarone, have valuable
      experience and knowledge regarding the Company's business and the New
      Jersey homebuilding market. In order to take advantage of such experience
      and knowledge, and pursuant to Section 4.24 of the Stock Purchase
      Agreement, Braewood desires to engage Consultant to furnish to Braewood
      and the Company certain consulting services hereinafter described, and
      Consultant desires to accept such engagement, on the terms and conditions
      set forth in this Agreement.

     NOW THEREFORE, in consideration of the agreements set forth herein, and for
other good and valuable consideration, the receipt and sufficiently of which are
hereby acknowledged, the parties hereby agree as follows:

     1. Duties of Consultant. Braewood hereby engages Consultant, and Consultant
hereby accepts such engagement, to provide information, advice and
recommendations (the "INFORMATION") to the officers, managers and other
employees of Braewood and the Company with respect to the homebuilding market in
the State of New Jersey and the Commonwealth of Pennsylvania and such submarkets
within the State of New Jersey and the Commonwealth of New Jersey as Braewood
may specify from time to time (collectively, the "MARKETS"). The Information
shall be provided by Consultant to Braewood in the form of written reports at
least once each calendar quarter and shall include statistical data and analysis
regarding sales trends of particular home designs and floor plans; customer
tastes and preferences; home prices; building permit and job growth; land and
lot availability and acquisition opportunities; the financial performance of
competitors (to the extent available); and such other information relating to
the homebuilding industry as Braewood may reasonably request, in each case in
the Markets. Consultant shall use its best efforts to identify corporate
acquisition candidates and other business opportunities (including without
limitation opportunities relating to retirement housing) for Braewood and the
Company in the Markets. Upon Braewood's request, Consultant shall assist
Braewood and the Company in obtaining development entitlements for land (such as
zoning, subdivision, etc.), in marketing and promotional activities, in
procuring goods and services from third parties and in locating, screening,
interviewing and recommending compensation levels for prospective employees, in
each case in the Markets. Consultant shall make its designated officers and
other appropriate personnel reasonably available on a regular basis to consult
with Braewood and the Company regarding the foregoing matters.
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Consultant shall provide to Braewood and the Company such other consulting
services relating to the homebuilding industry in the Markets as Braewood may
from time to time reasonably request.

     2. Exclusivity of Services. Without limiting in any way the provisions of
the Non-Competition Agreements between Braewood, on the one hand, and Consultant
and Anthony J. Caldarone, on the other, in each case dated December 31, 1998
(the "Non-Competition Agreements"), Consultant agrees that neither it nor any of
its officers, directors, employees or other affiliates (including Anthony J.
Caldarone and Joyce P. Caldarone) shall provide consulting services of the type
contemplated by this Agreement to any other person or entity in the Markets,
directly or indirectly, either through any form of ownership (other than
ownership of securities of a publicly held corporation of which it owns, or has
real or contingent rights to own, less than one percent of any class of
outstanding securities), or as a principal, agent, employee, employer, advisor,
consultant, partner or in any other capacity whatsoever, either for its own
benefit or for the benefit of any other person, firm, corporation or
governmental, private or other entity of whatever kind. The duration of the
covenants contained in this Section 2 shall be (a) with respect to Consultant,
the term of this Agreement and a period of four years thereafter, (b) with
respect to Anthony J. Caldarone, the term of this Agreement and a period of four
years after the earlier to occur of the termination of this Agreement or the
termination of his employment with Consultant and its affiliates, and (c) with
respect to Joyce P. Caldarone, a period of four years from the date hereof.
Nothing herein shall replace or limit in any respect the obligations of
Consultant or Anthony J. Caldarone under their respective Non-Competition
Agreements.

     3. Conduct of Activities by Consultant. Consultant will carry out its
duties hereunder through its officers and employees designated by it from time
to time; provided, however, that Anthony J. Caldarone shall actively participate
in the performance by Consultant of its duties for so long as he remains
employed by or associated with Consultant. Consultant covenants and agrees that
it will make available and assign such personnel, and ensure that they devote
such time and effort, as shall be necessary to perform Consultant's duties
hereunder in a thorough and professional manner and otherwise to cause the
purposes of this Agreement to be accomplished. The Information provided by
Consultant shall be used by Braewood and the Company for such purposes, if any,
as the Board of Directors or management of Braewood or the Company may determine
in their sole discretion.

     4. Compensation of Consultant. For Consultant's services hereunder and for
expenses to be incurred in connection with such services, Braewood shall
compensate Consultant at the rate of $1.5 million per year, payable in equal
quarterly installments, commencing three months after the Effective Date (as
defined in the Stock Purchase Agreement); provided, however, that in no event
shall such payment be due prior to 30 days following the date of this Agreement;
and provided, further, however, that if, at any time during the fourth year of
the term of this Agreement, Anthony J. Caldarone is not employed by or otherwise
associated with Consultant, the total compensation payable by Braewood to
Consultant for such fourth year shall equal the pro rata amount payable to
Consultant for the period up to and including the termination of Mr. Caldarone's
employment or association with Consultant. Notwithstanding anything to the
contrary in the preceding sentence, in no event shall the total compensation
payable to Consultant for the fourth year of the term of this Agreement be less
than $750,000. Consultant acknowledges that the compensation described in this
paragraph is fair and adequate for the services to be provided by it under this
Agreement, and


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Consultant shall not receive any separate or additional compensation for any
such services. Braewood shall reimburse Calton, in accordance with Braewood's
expense reimbursement policy, for reasonable out-of-pocket expenses incurred by
Calton in connection with the performance of its obligations under this
Agreement and approved in advance by Braewood, upon submission to Braewood of
original receipts therefor or such other evidence as Braewood deems
satisfactory; provided, however, that Calton shall not be entitled to
reimbursement for any expenses in any year until its reasonable expenses, for
which it has received Braewood's prior approval and submitted receipts or other
evidence satisfactory to Calton, have exceeded $60,000 in such year, it being
understood and agreed that the first $60,000 of expenses reasonably incurred by
Calton in each year in connection with this Agreement shall be the sole
responsibility of Calton.

      5. Term and Termination. This Agreement shall continue in effect for a
period of four years from the date hereof, unless earlier terminated in
accordance herewith. This Agreement may be terminated by mutual agreement of the
parties, or by either party immediately upon notice to the other party following
a Default by such other party. For purposes of this Agreement, a "Default" shall
be deemed to occur under the following circumstances:

      (a)   any violation by Consultant of any provision of its Non-Competition
            Agreement shall constitute a Default by Consultant under this
            Agreement;

      (b)   any violation by Anthony J. Caldarone of any provision of his
            Non-Competition Agreement, if Mr. Caldarone is employed by or
            otherwise associated with Consultant or any affiliate of Consultant
            at the time of such violation, shall constitute a Default by
            Consultant under this Agreement;

      (c)   any material breach of Section 2, 7 or 8 of this Agreement by
            Consultant, or by any of its affiliates or agents as contemplated by
            such sections, shall constitute a Default by Consultant;

      (d)   a material breach or failure by either party to perform its
            obligations under any provision of this Agreement other than Section
            2, 7 or 8, which breach or failure is not cured within 30 days of
            receipt of written notice of Default, shall constitute a Default by
            such party; or

      (e)   if either party becomes insolvent, is adjudged a bankrupt, makes a
            general assignment for the benefit of creditors or takes the benefit
            of any legislation for the liquidation or winding up of
            corporations, then such party shall be deemed to have committed a
            Default.

For purposes of this Section 5, a "material" breach or failure by a party is (i)
an intentional breach or failure, (ii) a breach or failure that causes or
results in, or in the judgment of the other party is reasonably anticipated to
cause or result in, costs, expenses or liabilities to such other party of
$50,000 or more, or (iii) a breach or failure that causes or results in a
significant and ongoing interruption of the other party's operations. Upon any
termination of this Agreement for any reason, neither party shall have any
further obligations to the other party; provided, however, that (x) the


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<PAGE>

provisions of Sections 2, 7, 8 and 9 hereof shall survive termination of this
Agreement, (y) Braewood shall continue to be obligated to make the payments
required by Section 4 of this Agreement, without right of offset, payable in the
manner and at the times specified therein (it being understood and agreed that
Braewood's sole remedies for a Default by Consultant shall be those set forth in
Sections 9 and 10 hereof), and (z) nothing herein shall relieve either party of
responsibility for its own Default, as provided in Sections 9 and 10 hereof.

     6. Independent Contractor Status. The services of Consultant hereunder as a
consultant to Braewood and the Company will be those of an independent
contractor, and neither Consultant nor any officer, agent or employee of
Consultant will be regarded as an agent or employee of Braewood or the Company
for any purpose. Consultant shall have the right to determine the means and
methods of performing its consulting duties hereunder. Neither Consultant nor
any officer, agent or employee of Consultant shall hold itself, himself or
herself out as an agent or employee of Braewood or the Company or have any
authority to incur any financial obligations or make other commitments on behalf
of Braewood or the Company.

     7. Confidentiality. Consultant shall treat as confidential all information
(including, without limitation, all know-how, trade secrets, business plans,
projections and decisions, computer programs and related manuals, pricing
information, supplier names and contact persons, customer lists, financing
sources and contracts, teaching and training materials, and sales strategies)
obtained from, or on behalf of, Braewood or the Company (the "CONFIDENTIAL
INFORMATION") and shall not disclose any of such information to persons not
directly involved with Braewood or the Company or use such information for its
personal gain without the prior written consent of Braewood, which may be
withheld in Braewood's sole discretion; provided, however, that the term
"Confidential Information" does not include any information which (i) at the
time of disclosure is generally available to the public (other than as a result
of a disclosure directly or indirectly by Consultant or any affiliate or agent
of Consultant), (ii) was disclosed to Consultant on a nonconfidential basis by a
source other than Braewood or its affiliates or agents, provided that such
source was not bound by any duty of confidentiality, or (iii) information
developed by Consultant after the termination of this Agreement independent of,
and without any knowledge of, any disclosure made to it or information provided
or made available to it by or on behalf of Braewood or its affiliates or agents.
Consultant shall not impair any of Braewood's or the Company's intellectual
property rights, including copyrights and rights to trademarks, or make any
unauthorized use of such intellectual property rights or the Confidential
Information. All employees or agents of Consultant who have access to the
Confidential Information shall be bound by this Section 7 and shall be
admonished by Consultant that they are obligated to preserve the confidentiality
of the Confidential Information and may not make unauthorized use of the
Confidential Information or of Braewood's or the Company's intellectual property
rights. All Confidential Information shall remain the sole and exclusive
property of Braewood or the Company and shall not be used, copied or reproduced.

     8. Non-Solicitation of Employees. During the term of this Agreement and for
a period of two years following the termination of this Agreement, Consultant
will not, directly or indirectly, solicit or otherwise induce any of the
employees of Braewood or the Company to leave the employment of Braewood or the
Company.


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<PAGE>

     9. Enforcement. Consultant acknowledges that (a) the restrictions contained
in Sections 2, 7 and 8 hereof are reasonable and necessary to protect the
legitimate interests of Braewood and its affiliates, (b) Braewood would not have
entered into this Agreement in the absence of such restrictions, and (c) any
violation of any provision of such Sections will result in irreparable injury to
Braewood. Consultant also acknowledges that Braewood shall be entitled to
preliminary and permanent injunctive relief, without the necessity of proving
actual damages, as well as an equitable accounting of all earnings, profits and
other benefits arising from any such violation, which rights shall be cumulative
and in addition to any other rights or remedies to which Braewood may be
entitled.

     10. Remedies. In the event of any Default by Braewood, Consultant's sole
remedy shall be (a) if such Default occurs during the first three years of the
term hereof, the right to receive the balance of the payments Consultant was
entitled to receive under Section 4 hereof for such three-year period or (b) if
such Default occurs during the fourth year of the term hereof, the right to
receive the balance of the payments Consultant was entitled to receive under
Section 4 hereof for such fourth year. In the event of any Default by
Consultant, Braewood shall, in addition to its rights and remedies specified in
Section 9 hereof, be entitled to pursue any and all rights and remedies
available to it at law or in equity, including without limitation the right to
recover its actual damages suffered or incurred as a result of such Default;
provided, however, that in no event shall Braewood be entitled to (x) set off
any claim for damages against payments required to be made by it pursuant to
Section 4 of this Agreement, or (y) recover any amount in excess of the maximum
amount of compensation payable to Consultant under the terms of this Agreement
during the entire term hereof. In any proceeding by either party to enforce its
rights under this Agreement, the prevailing party shall be entitled to recover
its reasonable expenses (including attorneys' fees) from the nonprevailing
party. Neither party shall be entitled to recover consequential or speculative
damages from the other.

      11. Assignment. This Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors and assigns. No party may
assign this Agreement without the prior written consent of the parties hereto;
provided, however, that Consultant may assign its rights and obligations
hereunder to a Liquidating Trust formed pursuant to Section 2.01(a) of the Stock
Purchase Agreement without the consent of any other party.

      12. Entire Agreement. This Agreement constitutes the entire agreement of
the parties hereto with respect to the subject matter hereof and supersedes all
prior written or oral agreements and understandings, and all contemporaneous
oral agreements and understandings, with respect to the subject matter hereof.

      13. Notices. Any notice or other communication required, permitted or
contemplated by this Agreement ("Notice") must be in writing and delivered to
the other party by certified mail, return receipt requested or delivered by
facsimile mail with the original counterpart thereof being sent on the same
business day or on the business day immediately following the date of facsimile
transmission. Such Notice shall be deemed received three business days after a
certified letter containing such Notice, properly addressed with the postage
prepaid is deposited in the United States mail or on the same day if transmitted
by facsimile mail. Notice shall go to the parties at the addresses shown
opposite their respective signatures at the end of this Agreement.


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      14. Amendments; Waivers. Any provision of this agreement may be amended or
waived, if and only if, such amendment or waiver is in writing and signed, in
the case of an amendment, by all parties hereto or in the case of a waiver, by
the party against whom the waiver is to be effective. No failure or delay by any
party in exercising any right, power or privilege hereunder shall operate as a
waiver thereof nor shall any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege.

      15. Partial Invalidity of this Agreement. In the event that any provision
of this Agreement is invalid or unenforceable as written but may be rendered
valid and enforceable by limitation thereof, then such provision shall be
construed as valid and enforceable to the maximum extent permitted by applicable
law.

      16. Governing Law. This Agreement shall be construed in accordance with
and governed by the internal substantive law of New Jersey, without regard to
the conflict of law rules thereof.

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.

BRAEWOOD DEVELOPMENT CORP.             Address for Notice:                      
                                      
By: ________________________________   2728 North Harwood, Suite 800
Name: ______________________________   Dallas, Texas 75201
Title: _____________________________   Phone: (214) 981-6100 Fax: (214) 981-6000
                                      
CALTON, INC.                           Address for Notice:
                                      
By: ________________________________   500 Craig Road
Name: ______________________________   Manalapan, New Jersey 07726-8790
Title: _____________________________   Phone: (732) 780-1800 Fax: (732) 780-7257

Guaranty of CREC:

     CREC hereby fully, unconditionally and irrevocably, subject to all
conditions and defenses to which the obligations guaranteed are subject,
guarantees the due prompt and complete payment by Braewood of the payments
required to be made by Braewood to the Consultant pursuant to the Consulting
Agreement set forth above. This guaranty is an absolute, unconditional and
continuing guaranty of payment and is not a guaranty of collection.

CENTEX ESTATE CORPORATION              Address for Notice:

By:                                    2728 North Harwood, Suite 800
   ------------------------            Dallas, Texas 75201

Name: William D. Albers
     ----------------------

Title: Executive Vice President 
         and Chief Financial Officer  Phone: (214) 981-6100 Fax: (214) 981-6000
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