**Exhibit 4.19****REGISTRATION RIGHTS AGREEMENT**     REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 31, 2007, by andamong TOUSA, Inc., a Delaware corporation (the “Company”) and the undersigned Lenders.**WHEREAS:**     A**. **The Company, certain of its subsidiaries, Deutsche Bank Trust Company Americas, DeutscheBank Securities Inc., other entities party thereto, and the lenders (the “Lenders”) partyto that certain $87,500,000 Junior Mezzanine Credit Agreement, dated as of August 1, 2005 by andamong TE/TOUSA Mezzanine Two, LLC and the other parties thereto have agreed to a global settlement,as set forth in the Settlement and Release Agreement dated June 29, 2007 (the “SettlementAgreement”), which shall be effected in the manner and subject to the conditions set forththerein.     B. In connection with the Settlement Agreement, the Company has agreed, upon the terms andsubject to the conditions set forth in the Settlement Agreement, to issue to each Lender StockPurchase Warrants (the “Warrants”), dated July 31, 2007, which is exercisable into sharesof the Company’s common stock, par value $.01 per share (the “Common Stock”) (as exercised,the “Warrant Shares”).     C. In accordance with the terms of the Settlement Agreement, the Company has agreed to providecertain registration rights for the Warrants and Warrant Shares under the Securities Act of 1933,as amended, and the rules and regulations thereunder, or any similar successor statute(collectively, the “1933 Act”), and applicable state securities laws.     NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein andother good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the Company and each of the Investors hereby agree as follows:1. Definitions.     As used in this Agreement, the following terms shall have the following meanings: (a) “Business Day” means any day other than Saturday, Sunday or any otherday on which commercial banks in the City of New York are authorized or required by lawto remain closed.  (b) “Closing Date” means the date hereof.  (c) “Effective Date” means the date that the Registration Statement hasbeen declared effective by the SEC.  (d) “Effectiveness Deadline” means the date which is two-hundred andseventy (270) days after the Closing Date.
 

 
 (e) “Filing Deadline” means the date that is one-hundred and twenty (120)days after the Closing Date.  (f) “Investor” means a Lender or any transferee or assignee thereof to whoma Lender assigns its rights under this Agreement and who agrees to become bound by theprovisions of this Agreement in accordance with Section 9 and any transferee orassignee thereof to whom a transferee or assignee assigns its rights under thisAgreement and who agrees to become bound by the provisions of this Agreement inaccordance with Section 9.  (g) “Person” means an individual, a limited liability company, apartnership, a joint venture, a corporation, a trust, an unincorporated organizationand a government or any department or agency thereof.  (h) “register,” “registered,” and “registration” refer to aregistration effected by preparing and filing one or more Registration Statements incompliance with the 1933 Act and pursuant to Rule 415 and the declaration or orderingof effectiveness of such Registration Statement(s) by the SEC.  (i) “Registrable Securities” means (i) the Warrants, (ii) the WarrantShares issued or issuable upon exercise of the Warrants, and (iii) any capital stock orother securities of the Company issued or issuable, with respect to the Warrants or theWarrant Shares, as a result of any stock split, stock dividend, recapitalization,exchange or similar event or otherwise.  (j) “Registration Statement” means a registration statement or registrationstatements of the Company filed under the 1933 Act covering the Registrable Securities.  (k) “Required Holders” means the holders of at least a majority of theRegistrable Securities.  (l) “Required Registration Amount” means (i) all of the Warrants and (ii)the number of Warrant Shares issued and issuable pursuant to the Warrants, as of thetrading day immediately preceding the applicable date of determination.  (m) “Rule 415” means Rule 415 under the 1933 Act or any successor ruleproviding for offering securities on a continuous or delayed basis.  (n) “SEC” means the United States Securities and Exchange Commission.2. Registration. (a) Mandatory Registration. The Company shall prepare and use itscommercially reasonable efforts to file no later than the Filing Deadline with the SECthe Registration Statement on Form S-3, or such other appropriate form if Form S-3 isthen unavailable, covering the resale of all of the Registrable Securities by theInvestors party hereto from time to time. The Registration Statement prepared pursuanthereto shall register for resale the Registrable Securities in amounts at
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   least equal to the Required Registration Amount. The Registration Statement shallcontain (except if otherwise directed by the Required Holders) the “Plan ofDistribution” section with at least that information substantially the form attachedhereto as Exhibit A, to the extent permitted by the rules, regulations, andform requirements promulgated by the SEC, except to the extent revised pursuant tocomments received from the staff of the SEC. The Company shall use its commerciallyreasonable efforts to have the Registration Statement declared effective by the SECas soon as practicable, but in no event later than the Effectiveness Deadline. By9:30 am (New York City time) on the second Business Day following the EffectiveDate, the Company shall file with the SEC in accordance with Rule 424 under the 1933Act the final prospectus to be used in connection with sales pursuant to suchRegistration Statement.  (b) Piggy-Back Registration Rights. Unless a registration statement withrespect to the Registrable Securities has already been declared effective by the SEC,if the Company files a registration statement covering the resale of equity orequity-linked securities prior to the Effectiveness Deadline, (i) the Investors shallreceive fifteen (15) days prior notice thereof, and (ii) such registration statementshall also cover the Registrable Securities to the extent the Investors elect to havetheir Registrable Securities included therein.3. Related Obligations.     At such time as the Company is obligated to file a Registration Statement with the SECpursuant to Section 2(a), the Company will use its commercially reasonable efforts to effect theregistration of the Registrable Securities in accordance with the intended method of dispositionthereof and, pursuant thereto, the Company shall have the following obligations: (a) The Company shall use its commercially reasonable efforts to keep theRegistration Statement effective pursuant to Rule 415 at all times until the earlier of(i) the expiration of two years; or (ii) the date upon which the Registrable Securitieshave been sold pursuant to the registration statement and/or Rule 144 (as definedbelow) (the “Registration Period”). The Company shall ensure that eachRegistration Statement (including any amendments or supplements thereto andprospectuses contained therein) shall not contain any untrue statement of a materialfact or omit to state a material fact required to be stated therein, or necessary tomake the statements therein (in the case of prospectuses, in the light of thecircumstances in which they were made) not misleading, other than with respect to anyinformation provided to the Company in writing by an Investor for inclusion therein.  (b) The Company shall use its commercially reasonable efforts to prepare and filewith the SEC such amendments (including post-effective amendments) and supplements to aRegistration Statement and the prospectus used in connection with such RegistrationStatement, which prospectus is to be filed pursuant to Rule 424 promulgated under the1933 Act, as may be necessary to keep such Registration Statement effective at alltimes during the Registration Period, and,
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   during such period, comply with the provisions of the 1933 Act with respect to thedisposition of all Registrable Securities of the Company covered by suchRegistration Statement until such time as all of such Registrable Securities shallhave been disposed of in accordance with the intended methods of disposition by theseller or sellers thereof as set forth in such Registration Statement. In the caseof amendments and supplements to a Registration Statement which are required to befiled pursuant to this Agreement (including pursuant to this Section 3(b)) by reasonof the Company filing a report on Form 10-Q, Form 8-K, Form 10-K or any analogousreport under the Securities Exchange Act of 1934, as amended (the “1934Act”), the Company shall have incorporated such report by reference into suchRegistration Statement, if applicable, or shall file such amendments or supplementswith the SEC within three (3) Business Days from the date on which the 1934 Actreport is filed which created the requirement for the Company to amend or supplementsuch Registration Statement.  (c) The Company shall notify each Investor in writing of the happening of anyevent, as promptly as practicable after becoming aware of such event, as a result ofwhich a Registration Statement, as then in effect, includes an untrue statement of amaterial fact or omission to state a material fact required to be stated therein ornecessary to make the statements therein, in the light of the circumstances under whichthey were made, not misleading (provided that in no event shall such notice contain anymaterial, nonpublic information), and promptly prepare a supplement or amendment tosuch Registration Statement to correct such untrue statement or omission. The Companyshall also promptly notify each Investor in writing (i) when a prospectus or anyprospectus supplement (solely to the extent it does more than add a sellingsecurityholder) or post-effective amendment has been filed, and when a RegistrationStatement or any post-effective amendment has become effective and (ii) of theCompany’s reasonable determination that a post-effective amendment to a RegistrationStatement would be appropriate.  (d) The Company shall use its commercially reasonable efforts to prevent theissuance of any stop order or other suspension of effectiveness of a RegistrationStatement, or the suspension of the qualification of any of the Registrable Securitiesfor sale in any jurisdiction in the United States to the extent reasonably requested byan Investor and, if such an order or suspension is issued, to obtain the withdrawal ofsuch order or suspension at the earliest possible moment and shall notify each Lenderwhich holds Registrable Securities being sold of the issuance of such order and theresolution thereof or its receipt of actual notice of the initiation or threat of anyproceeding for such purpose.  (e) The Company shall use its commercially reasonable efforts to cause all of theWarrant Shares covered by a Registration Statement to be listed on each securitiesexchange on which securities of the same class or series issued by the Company are thenlisted, if any, if the listing of such Warrant Shares is then permitted under the rulesof such exchange. The Company shall pay all fees and expenses in connection withsatisfying its obligation under this Section 3(e).
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 (f) If reasonably requested by an Investor, the Company shall as soon aspracticable (i) incorporate in a prospectus supplement or post-effective amendment suchinformation as such Investor reasonably requests to be included therein relating to thesale and distribution of Registrable Securities, including, without limitation,information with respect to the number of Registrable Securities being offered or sold,the purchase price being paid therefor and any other terms of the offering of theRegistrable Securities to be sold in such offering; (ii) make all required filings ofsuch prospectus supplement or post-effective amendment after being notified of thematters to be incorporated in such prospectus supplement or post-effective amendment;and (iii) supplement or make amendments to any Registration Statement if reasonablyrequested by an Investor holding any Registrable Securities, provided that the Companyshall not be required to assist in any underwritten offerings.  (g) The Company shall otherwise use its commercially reasonable efforts to complywith all applicable rules and regulations of the SEC in connection with anyregistration hereunder.  (h) Notwithstanding anything to the contrary herein, at any time after theEffective Date, the Company may suspend the use of the Registration Statement ifrequired by applicable law or for valid business reasons (which does not includeavoidance of the Company’s obligations in this Agreement) (a “Grace Period”);provided, that the Company shall promptly (i) notify the Investors in writing of theexistence of such Grace Period and the date on which the Grace Period will begin, and(ii) notify the Investors in writing of the date on which the Grace Period ends; and,provided further, that such Grace Periods shall not exceed an aggregate of seventy-five(75) days in any 365 day period. For purposes of determining the length of a GracePeriod above, the Grace Period shall begin on and include the date the Investorsreceive the notice referred to in clause (i) and shall end on and include the later ofthe date the Investors receive the notice referred to in clause (ii) and the datereferred to in such notice.  (i) The Company shall, during the Registration Period, deliver to each holder ofRegistrable Securities, without charge, as many copies of the Prospectus (includingeach preliminary Prospectus) included in the Registration Statement and any amendmentor supplement thereto as such Holder may reasonably request. The Company, subject tothe terms hereof, consents to the use of the Prospectus or any amendment or supplementthereto by each of the Investors in connection with the offering and sale of theRegistrable Securities covered by the Prospectus, or any amendment or supplementthereto, included in the Registration Statement.  (j) The Company shall cooperate with the holders of Registrable Securities tofacilitate the timely preparation and delivery of certificates representing the WarrantShares to be issued or sold pursuant to any Registration Statement free of anyrestrictive legends and in such denominations and registered in such names as holdersmay request.
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 (k) Not later than the effective date of the Registration Statement, the Companyshall provide a CUSIP number for the Registrable Securities registered under suchRegistration Statement.4. Obligations of the Investors. (a) At least fifteen (15) Business Days prior to the first anticipated filing dateof a Registration Statement, the Company shall notify each Investor in writing of theinformation the Company requires from each such Investor if such Investor elects tohave any of such Investor’s Registrable Securities included in such RegistrationStatement. It shall be a condition precedent to the obligations of the Company tocomplete the registration pursuant to this Agreement with respect to the RegistrableSecurities of a particular Investor that such Investor shall furnish to the Companysuch information regarding itself, the Registrable Securities held by it and theintended method of disposition of the Registrable Securities held by it, as shall bereasonably required to effect and maintain the effectiveness of the registration ofsuch Registrable Securities and shall execute such documents in connection with suchregistration as the Company may reasonably request.  (b) Each Investor, by such Investor’s acceptance of the Registrable Securities,agrees to cooperate with the Company as reasonably requested by the Company inconnection with the preparation and filing of any Registration Statement hereunder,unless such Investor has notified the Company in writing of such Investor’s election toexclude all of such Investor’s Registrable Securities from such Registration Statement.  (c) Each Investor agrees that, upon receipt of any notice from the Company of aGrace Period, such Investor will immediately discontinue disposition of RegistrableSecurities pursuant to any Registration Statement(s) covering such RegistrableSecurities until such Investor’s receipt that such Grace Period has expired.  (d) Each Investor covenants and agrees that it will comply with the prospectusdelivery requirements of the 1933 Act as applicable to it or an exemption therefrom inconnection with sales of Registrable Securities pursuant to the Registration Statement.  (e) Notwithstanding anything contained herein, in order to have its RegistrableSecurities included in the Registration Statement, an Investor will have to confirm inwriting its obligations hereunder.5. Expenses of Registration.     All reasonable expenses, other than underwriting discounts and commissions, if any, incurredby the Company in connection with registrations, filings or qualifications pursuant to Sections 2and 3, including, without limitation, all registration, listing and qualifications fees, andaccounting fees, and fees and disbursements of counsel for the Company shall be paid by theCompany.
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6. Indemnification.     In the event any Registrable Securities are included in a Registration Statement under thisAgreement: (a) To the fullest extent permitted by law, the Company will, and hereby does,indemnify, hold harmless and defend each Investor, the directors, officers, members,partners, employees, agents, representatives of, and each Person, if any, who controlsany Investor within the meaning of the 1933 Act or the 1934 Act (each, an“Indemnified Person”), against any losses, claims, damages, liabilities,judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paidin settlement or expenses, joint or several (collectively, “Claims”), incurredin investigating, preparing or defending any action, claim, suit, inquiry, proceeding,investigation or appeal taken from the foregoing by or before any court orgovernmental, administrative or other regulatory agency, body or the SEC, whetherpending or threatened, whether or not an indemnified party is or may be a party thereto(“Indemnified Damages”), to which any of them may become subject insofar assuch Claims (or actions or proceedings, whether commenced or threatened, in respectthereof) arise out of or are based upon any untrue statement or alleged untruestatement of a material fact in a Registration Statement or any post-effectiveamendment thereto, or the omission or alleged omission to state a material factrequired to be stated therein or necessary to make the statements therein notmisleading, or contained in the final prospectus (as amended or supplemented, if theCompany files any amendment thereof or supplement thereto with the SEC) or the omissionor alleged omission to state therein any material fact necessary to make the statementsmade therein, in light of the circumstances under which the statements therein weremade, not misleading (each a “Violation”). Notwithstanding anything to thecontrary contained herein, the indemnification agreement contained in this Section6(a): (i) shall not apply to a Claim by an Indemnified Person arising out of or basedupon a Violation which occurs in reliance upon and in conformity with informationfurnished in writing to the Company by such Indemnified Person for such IndemnifiedPerson expressly for use in connection with the preparation of the RegistrationStatement or any such amendment thereof or supplement thereto; and (ii) shall not applyto amounts paid in settlement of any Claim if such settlement is effected without theprior written consent of the Company, which consent shall not be unreasonably withheldor delayed. Such indemnity shall remain in full force and effect regardless of anyinvestigation made by or on behalf of such Indemnified Party and shall survive thetransfer of the Registrable Securities by the Investors pursuant to Section 9.  (b) In connection with any Registration Statement in which an Investor isparticipating, each such Investor agrees to severally and not jointly indemnify, holdharmless and defend, to the same extent and in the same manner as is set forth inSection 6(a), the Company, each of its directors, each of its officers and each Person,if any, who controls the Company within the meaning of the 1933 Act or the 1934 Act(each, an “Indemnified Party”), against any Claim or
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   Indemnified Damages to which any of them may become subject, under the 1933 Act, the1934 Act or otherwise, insofar as such Claim or Indemnified Damages arise out of orare based upon any Violation, in each case to the extent, and only to the extent,that such Violation occurs in reliance upon and in conformity with writteninformation furnished to the Company by such Investor expressly for use inconnection with such Registration Statement; and, subject to Section 6(c), suchInvestor will reimburse any legal or other expenses reasonably incurred by anIndemnified Party in connection with investigating or defending any such Claim;provided, however, that the indemnity agreement contained in this Section 6(b) andthe agreement with respect to contribution contained in Section 7 shall not apply toamounts paid in settlement of any Claim if such settlement is effected without theprior written consent of such Investor, which consent shall not be unreasonablywithheld or delayed. Such indemnity shall remain in full force and effectregardless of any investigation made by or on behalf of such Indemnified Party andshall survive the transfer of the Registrable Securities by the Investors pursuantto Section 9. Notwithstanding anything to the contrary contained herein, eachInvestor shall be liable under this Section 6(b) for only that amount as does notexceed the proceeds to such Investor as a result of the sale of RegistrableSecurities pursuant to such Registration Statement.  (c) Promptly after receipt by an Indemnified Person or Indemnified Party under thisSection 6 of notice of the commencement of any action or proceeding (including anygovernmental action or proceeding) involving a Claim, such Indemnified Person orIndemnified Party shall, if a Claim in respect thereof is to be made against anyindemnifying party under this Section 6, deliver to the indemnifying party a writtennotice of the commencement thereof, and the indemnifying party shall have the right toparticipate in, and, to the extent the indemnifying party so desires, jointly with anyother indemnifying party similarly noticed, to assume control of the defense thereofwith counsel mutually satisfactory to the indemnifying party and the Indemnified Personor the Indemnified Party, as the case may be; provided, however, that an IndemnifiedPerson or Indemnified Party shall have the right to retain its own counsel with thefees and expenses of not more than one counsel for all such Indemnified Person orIndemnified Party to be paid by the indemnifying party, if, in the reasonable opinionof counsel retained by the indemnifying party, the representation by such counsel ofthe Indemnified Person or Indemnified Party and the indemnifying party would beinappropriate due to actual or potential differing interests between such IndemnifiedPerson or Indemnified Party and any other party represented by such counsel in suchproceeding. In the case of an Indemnified Person, legal counsel referred to in theimmediately preceding sentence shall be selected by the Investors holding at least amajority in interest of the Registrable Securities included in the RegistrationStatement to which the Claim relates. The Indemnified Party or Indemnified Personshall cooperate reasonably with the indemnifying party in connection with anynegotiation or defense of any such action or Claim by the indemnifying party and shallfurnish to the indemnifying party all information reasonably available to theIndemnified Party or Indemnified Person which relates to such action or Claim. Theindemnifying party shall keep the Indemnified Party or Indemnified
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   Person fully apprised at all times as to the status of the defense or any settlementnegotiations with respect thereto. No indemnifying party shall be liable for anysettlement of any action, claim or proceeding effected without its prior writtenconsent, provided, however, that the indemnifying party shall not unreasonablywithhold, delay or condition its consent. No indemnifying party shall, without theprior written consent of the Indemnified Party or Indemnified Person, consent toentry of any judgment or enter into any settlement or other compromise which doesnot include as an unconditional term thereof the giving by the claimant or plaintiffto such Indemnified Party or Indemnified Person of a release from all liability inrespect to such Claim or litigation, and such settlement shall not include anyadmission as to fault on the part of the Indemnified Party. Followingindemnification as provided for hereunder, the indemnifying party shall besubrogated to all rights of the Indemnified Party or Indemnified Person with respectto all third parties, firms or corporations relating to the matter for whichindemnification has been made. The failure to deliver written notice to theindemnifying party within a reasonable time of the commencement of any such actionshall not relieve such indemnifying party of any liability to the Indemnified Personor Indemnified Party under this Section 6, except to the extent that theindemnifying party is prejudiced in its ability to defend such action.  (d) The indemnification required by this Section 6 shall be made by periodicpayments of the amount thereof during the course of the investigation or defense, asand when bills are received or Indemnified Damages are incurred.  (e) The indemnity agreements contained herein shall be in addition to (i) any causeof action or similar right of the Indemnified Party or Indemnified Person against theindemnifying party or others, and (ii) any liabilities the indemnifying party may besubject to pursuant to the law.7. Contribution.     To the extent any indemnification by an indemnifying party is prohibited or limited by law,the indemnifying party agrees to make the maximum contribution with respect to any amounts forwhich it would otherwise be liable under Section 6 to the fullest extent permitted by law;provided, however, that: (i) no Person involved in the sale of Registrable Securities which Personis guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) inconnection with such sale shall be entitled to contribution from any Person involved in such saleof Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii) contributionby any seller of Registrable Securities shall be limited in amount to the net amount of proceedsreceived by such seller from the sale of such Registrable Securities pursuant to such RegistrationStatement.8. Reports Under the 1934 Act.     With a view to making available to the Investors the benefits of Rule 144 promulgated underthe 1933 Act or any other similar rule or regulation of the SEC that may at any time permit
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the Investors to sell securities of the Company to the public without registration (“Rule144”), the Company agrees to: (a) make and keep public information available, as those terms are understood anddefined in Rule 144; or  (b) file with the SEC in a timely manner all reports and other documents requiredof the Company under the 1933 Act and the 1934 Act so long as the Company remainssubject to such requirements and the filing of such reports and other documents isrequired for the applicable provisions of Rule 144.9. Assignment of Registration Rights.     The rights under this Agreement shall be automatically assignable by the Investors to anytransferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investoragrees in writing with the transferee or assignee to assign such rights, and a copy of suchagreement is furnished to the Company within a reasonable time, but no later than fifteen (15) daysafter such assignment; (ii) the Company is, within such time, furnished with written notice of (a)the name and address of such transferee or assignee, and (b) the securities with respect to whichsuch registration rights are being transferred or assigned; (iii) immediately following suchtransfer or assignment the further disposition of such securities by the transferee or assignee isrestricted under the 1933 Act or applicable state securities laws; and (iv) at or before the timethe Company receives the written notice contemplated by clause (ii) of this sentence the transfereeor assignee agrees in writing with the Company to be bound by all of the provisions containedherein.10. Amendment of Registration Rights.     Provisions of this Agreement may be amended and the observance thereof may be waived (eithergenerally or in a particular instance and either retroactively or prospectively), only with thewritten consent of the Company and the Required Holders. Any amendment or waiver effected inaccordance with this Section 10 shall be binding upon each Investor and the Company. No suchamendment shall be effective to the extent that it applies to less than all of the holders of theRegistrable Securities. No consideration shall be offered or paid to any Person to amend orconsent to a waiver or modification of any provision of this Agreement unless the sameconsideration also is offered to all of the parties to this Agreement.11. Miscellaneous. (a) A Person is deemed to be a holder of Registrable Securities whenever suchPerson owns or is deemed to own of record such Registrable Securities. If the Companyreceives conflicting instructions, notices or elections from two or more Persons withrespect to the same Registrable Securities, the Company shall act upon the basis ofinstructions, notice or election received from such record owner of such RegistrableSecurities.  (b) Any notices, consents, waivers or other communications required or permitted tobe given under the terms of this Agreement must be in writing and will be deemed tohave been delivered: (i) upon receipt, when delivered personally; (ii) upon
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   receipt, when sent by facsimile (provided confirmation of transmission ismechanically or electronically generated and kept on file by the sending party); or(iii) one Business Day after deposit with a nationally recognized overnight deliveryservice, in each case properly addressed to the party to receive the same. Theaddresses and facsimile numbers for such communications shall be:If to the Company:Attn: Antonio B. Mon