**EXHIBIT**______**COMPLETION GUARANTY**     THIS COMPLETION GUARANTY (this “Guaranty”) is dated as of August1, 2005 made by TOUSA HOMES, L.P., a Delaware limited partnership (“TOUSAMember”), and TECHNICAL OLYMPIC USA, INC., a Delaware corporation (togetherwith TOUSA Member, jointly and severally, the “Guarantors’’), in favor ofDEUTSCHE BANK TRUST COMPANY AMERICAS, in its capacity as AdministrativeAgent for the Lenders described below (in such capacity, together with itssuccessors in such capacity, the “Administrative Agent”).RECITALS     A. Pursuant to that certain Credit Agreement dated as of the date hereof(as the same may be Modified from time to time, the “Loan Agreement”) by andamong EH/TRANSEASTERN, LLC, a limited liability company organized under thelaws of the state of Delaware and TE/TOUSA SENIOR, LLC, a limited liabilitycompany organized under the laws of the state of Delaware (together, jointlyand severally, the “Borrowers” and each a “Borrower”), the Lenders from timeto time party thereto (the “Lenders”), and Administrative Agent, the Lendershave agreed to make a loan to Borrowers in an initial principal amount of$450,000,000 (the “Loan”), consisting of $335,000,000 aggregate principalamount of Term Loans, and up to $115,000,000 aggregate principal amount ofRevolving Commitments.     B. The Operating Company Entities have initiated certain Projects, asdefined below, and Borrowers intend to use portions of the RevolvingCommitments to pay for certain costs and expenses incurred or to be incurredin connection therewith.     C. It is a condition precedent to the making of the Loan by the Lendersthat Guarantors shall have executed and delivered this Guaranty to theAdministrative Agent.     D. Capitalized terms used and not otherwise defined herein shall have themeaning ascribed to such terms in the Loan Agreement.AGREEMENT     **NOW THEREFORE,**to induce the Lenders to extend the Loan to Borrowers, andfor other good and valuable consideration, the receipt and sufficiency ofwhich is hereby acknowledged, Guarantors hereby covenant and agree, jointlyand severally, as follows:     (i) Completion Obligations.          (a) Defined Terms. For purposes of this Guaranty thefollowing capitalized terms shall have the meanings set forth herein:                (1) “Development Activities” means the development,construction, equipping, and completion of any fixtures, infrastructure, orother works of improvement, including, without limitation, grading,installation of utilities, excavation, demolition, lot development, and anyother activities that could give rise to a Mechanics Lien.
1

 
                (2) “Encroachments” means any overlaps, boundary line disputes,and any other encroachments with respect to any Real Property adjoining theMortgaged Property or any easements encumbering the Mortgaged Property.                (3) “Losses” means liabilities, obligations, losses, damages, penalties,actions, judgments, suits, costs, charges, expenses and disbursements(including reasonable attorney’s fees and expenses) of any kind or naturewhatsoever which may at any time be imposed on, incurred by or assertedagainst Administrative Agent or Lenders.                (4) “Mechanic’s Lien(s)” means any and all Liens filed by anyPerson, directly or indirectly (including through any number of tiers ofcontractors, subcontractors, or material suppliers) furnishing, or claiming tohave furnished, materials, labor, or services for or in connection with aProject, other than any Lien held by Administrative Agent.                (5) “Project” means performance and completion of all DevelopmentActivities with respect to any portion of the Mortgaged Property as to whichDevelopment Activities have commenced as of the date of this Guaranty. AProject shall not be deemed completed until all Development Activitiescontemplated by any applicable Contractual Obligations with respect to suchProject, including any applicable Purchase/Option Agreement, has beencompleted and unconditional releases of all applicable Mechanics Liens hasbeen delivered to Borrowers and Administrative Agent.                (6) “Project Costs” means any and all costs, expenses, and liabilitiesfor and/or in connection with a Project, including: costs for labor, goods,materials, and services; all architectural, engineering and consulting fees;all permitting fees, licensing fees, amounts payable under constructioncontracts and subcontracts, costs of bonds, and any and all other costs ofsuch Project what could give rise to a Mechanics Lien. “Project Costs” shallalso include any and all costs, expenses, and outlays intended to be fundedunder a Revolving Commitment, or that the Loan Agreement requires Borrowers topay, with respect to a Project.               (7) “Survey Exceptions” means (1) those exceptions to an ALTA lender’s title policy that would customarily be eliminated upon the deliveryof an ALTA Survey, including the following sections of the Florida Form 9Endorsement to an ALTA Title Policy: the second sentence of Section l(b) andsections l(b)(3), l(b)(4), 3(a), 4 and 5; and (2) an exception to an ALTAtitle policy which eliminates one or more of the coverages described in clause(1) as a result of existing development on the subject Real Property.          (b) Payment of Project Costs. Guarantors do hereby, jointly andseverally, unconditionally, absolutely and irrevocably guarantee to theAdministrative Agent, for the benefit of the Lenders and their respectivesuccessors and assigns, as a primary obligor and not merely as a surety thatBorrowers shall fully and punctually pay and discharge all Project Costs, inaccordance with the Loan Agreement and the other Loan Documents, as the samemay become due and payable, and pay and discharge all proper claims anddemands (subject to any Good Faith Contest) for any Project Costs.          (c) Removal of Mechanics Liens. Guarantor shall promptly pay,bond, or otherwise remove any Mechanics’ Liens that may be filed at any timewith respect to the Project,
2

 
including, without limitation, any and all Mechanics Liens (1) disclosedpursuant to Title Policies issued (or committed to be issued) to AdministrativeAgent on or about the Closing Date; or (2) otherwise subject on or about theClosing Date to a recorded notice of commencement or similar document evidencingthe commencement of a work of improvement on the subject Mortgaged Property.Notwithstanding the foregoing, (i) Guarantors shall not be required to take anyaction with respect to any Mechanic’s Lien that Borrowers have timely removed inaccordance with the Loan Agreement or that are the subject of a Good FaithContest; and (ii) Administrative Agent shall not be required to accept additionalReal Property as a Borrowing Base Asset if Mechanics Liens encumber suchproperties at the time acquired; instead, any such Mechanics Liens shall besubject to Administrative Agent’s approval in its sole and absolute discretion.          (d) Completion of Development Activities. Guarantors shall promptlyand in compliance with the Loan Agreement complete or cause the completion of allDevelopment Activities with respect to a Project in accordance with allapplicable Contractual Obligations, all free and clear of all material defectsand in full compliance with all Requirements of Law and free of Mechanic’s Liens.          (e) Losses Arising from Survey Exceptions. Guarantors agree andacknowledge that (1) Borrowers have not delivered certain updated ALTA Survey’sto Administrative Agent with respect to portions of the Mortgaged Property, and,as a result, the Title Policies issued at closing contain certain SurveyExceptions that would otherwise be unacceptable to Administrative Agent; and (2)Administrative Agent’s willingness to accept such Title Policies subject to theSurvey Exceptions is expressly conditioned upon Guarantors’ agreement toindemnify, defend, and hold harmless Administrative Agent against Losses thatcould have been avoided had an ALTA Survey been timely delivered and the SurveyExceptions removed from the Title Policies. In consideration of the foregoing,Guarantors do hereby, jointly and severally, unconditionally, absolutely andirrevocably guarantee to the Administrative Agent, for the benefit of the Lendersand their respective successors and assigns, as a primary obligor and not merelyas a surety, any Losses arising out of or in connection with the existence of anyLiens in respect of the Mortgaged Property, including, without limitation, anyEncroachments, to the extent such Liens and Encroachments: (i) are not alreadyspecifically included as exceptions in the Title Policies (other than in orthrough any Survey Exceptions); and (ii) would have been revealed by a currentALTA Survey of the subject Mortgaged Property performed as of the date of thesubject Title Policy. Guarantors agree to indemnify, defend, and hold harmlessAdministrative Agent and Lenders from and against any such Losses.          (f)Reimbursement of Administrative Agent. If Administrative Agentshall, in accordance with the Loan Agreement: (a) cause any DevelopmentActivities with respect to a Project to be performed; (b) pay any Project Costs;or (c) cause any Mechanic’s Lien to be released, paid, bonded or discharged; thenGuarantors shall immediately reimburse Administrative Agent for all sums paid byAdministrative Agent including any reasonable attorneys’ fees in connectiontherewith.          (g) Guaranteed Obligations. Each of the obligations of Guarantors asset forth in this Section 1 are referred to as the “Guaranteed Obligations.” EachGuarantor further agrees that the Guaranteed Obligations may be not Modified,waived, accelerated or compromised from
3

 
time to time, in whole or in part, without notice to or furtherassent from it, and that it will remain bound upon its guaranteenotwithstanding any Modification, waiver, acceleration or compromise ofany of the Guaranteed Obligations.     (ii) Nature of Guaranty. This is an irrevocable,absolute,continuing guaranty of payment and performance and not a guaranty ofcollection. Each Guarantor waives any right to require that any resort be hadby the Administrative Agent or any Lender to any of the security held forpayment of the Guaranteed Obligations or to any balance of any deposit accountor credit on the books of the Administrative Agent or any Lender in favor ofBorrowers or any other person. This Guaranty may not be revoked by Guarantorsand shall continue to be effective with respect to the Guaranteed Obligationsarising or created after any attempted revocation by Guarantors. It is theintent of Guarantors that the obligations and liabilities of Guarantorshereunder are absolute and unconditional under any and all circumstances andthat until the Guaranteed Obligations are fully and finally satisfied, suchobligations and liabilities shall not be discharged or released in whole or inpart, by any act or occurrence which might, but for the provisions of thisGuaranty, be deemed a legal or equitable discharge or release of Guarantors.     (iii) Rights Independent. The obligations of Guarantorshereunder are independent of the Obligations of Borrowers or the obligationsof any other Person, including any other Person executing a guaranty of any orall of the Guaranteed Obligations (such Person, an “Other Guarantor”) or anysecurity for the Guaranteed Obligations, and the Administrative Agent mayproceed in the enforcement hereof independently of any other right or remedythat the Administrative Agent may at any time hold with respect to theGuaranteed Obligations or any security or other guarantee therefor. TheAdministrative Agent may file a separate action or actions against Guarantorshereunder, whether action is brought and prosecuted with respect to anysecurity or against Borrowers or any Other Guarantor or any other Person, orwhether Borrowers or any Other Guarantor or any other Person is joined in anysuch action or actions. Each Guarantor waives the benefit of any statute oflimitations affecting its liability hereunder or the enforcement of theGuaranteed Obligations. The liability of Guarantors hereunder shall bereinstated and revived, and the rights of the Administrative Agent and eachLender shall continue, with respect to any amount at any time paid on accountof the Guaranteed Obligations which shall thereafter be required to berestored or returned by the Administrative Agent or any Lender upon thebankruptcy, insolvency, or reorganization of Borrowers or any other Person, orotherwise, all as though such amount had not been paid. Each Guarantor furtheragrees to the extent (i) Borrowers or any Guarantor make any payment to theAdministrative Agent or any Lender in connection with the GuaranteedObligations and all or any part of such payment is subsequently invalidated,declared to be fraudulent or preferential, set aside or required to be repaidby the trustee, receiver or any other entity, whether under any Bankruptcy Lawor otherwise, or (ii) in the event following the payment in full of theprincipal amount of the Loan, the Administrative Agent or any Lender issubject to further liability, loss, or expense covered by the indemnificationobligations set forth in the Loan Documents (the payments and obligationsreferred to in clauses (i) and (ii) above are hereafter referred to,collectively, as “Preferential Payments”), then this Guaranty shallcontinue to be effective or shall be reinstated, as the case may be, and, tothe extent of such payment or repayment by the Administrative Agent or suchLender, the Guaranteed Obligations or part thereof intended to be satisfied bysuch Preferential
4

 
Payment shall be revived and continued in full force and effect as if saidPreferential Payment had not been made.     (iv) Authority to Modify the Guaranteed Obligations. EachGuarantor authorizes the Administrative Agent and each Lender, without notice toor demand on Guarantors and without affecting its liability hereunder or theenforceability hereof, from time to time to: (a) Modify, waive, accelerate orcompromise the time for payment or the terms of the Guaranteed Obligations or anypart thereof, including increase or decrease the rates of interest thereon; (b)Modify, waive, accelerate, compromise, or enter into or give any agreement,approval, or consent with respect to, the Guaranteed Obligations or any partthereof or any of the Loan Documents or any security or additional guaranties, orany condition, covenant, default, remedy, right, representation, or term thereofor thereunder; (c) accept new or additional instruments, documents, or agreementsin exchange for or relative to any of the Loan Documents or the GuaranteedObligations or any part thereof; (d) accept partial payments on the GuaranteedObligations; (e) receive and hold additional security or guaranties for theGuaranteed Obligations or any part thereof or this Guaranty; (f) release,reconvey, terminate, waive, abandon, subordinate, exchange, substitute, transfer,and enforce the Guaranteed Obligations or any security or any other guaranties,and apply any security and direct the order or manner of sale thereof as theAdministrative Agent or such Lender in its discretion may determine; (g) releaseBorrowers or any other Person or any Other Guarantor from any personal liabilitywith respect to the Guaranteed Obligations or any part thereof; (h) settle,release on terms reasonably satisfactory to the Administrative Agent or suchLender or by operation of law or otherwise, compound, compromise, collect, orotherwise liquidate or enforce any of the Guaranteed Obligations and any securityor other guarantee in any manner, consent to the transfer of any security, andbid and purchase at any sale; and (i) consent to the merger or any other change,restructure, or termination of the corporate existence of Borrowers or any otherPerson and correspondingly restructure the Guaranteed Obligations, and any suchmerger, change, restructure, or termination shall not affect the liability ofGuarantors hereunder or the enforceability hereof with respect to all GuaranteedObligations.     (v) Waiver of Defenses.          (a) Each Guarantor waives any right to require the Administrative Agent orany Lender, prior to or as a condition to the enforcement of this Guaranty, to:(i) proceed against Borrowers or any other Person or any Other Guarantor; (ii)proceed against or exhaust any security for the Guaranteed Obligations or tomarshal assets in connection with foreclosing collateral security; (iii) givenotice of the terms, time, and place of any public or private sale of anysecurity for the Guaranteed Obligations; or (iv) pursue any other remedy in theAdministrative Agent’s or such Lender’s power whatsoever.          (b) Each Guarantor waives any defense arising by reason of: (i) anydisability or other defense of Borrowers or any other Person with respect to theGuaranteed Obligations; (ii) the unenforceability or invalidity of the GuaranteedObligations, any of the Loan Documents or any security or any other guarantee forthe Guaranteed Obligations, or the lack of perfection or failure of priority ofany security for the Guaranteed Obligations; (iii) the cessation from any causewhatsoever of the liability of Borrowers or any other Person or any OtherGuarantor (other than by reason of the full payment and discharge of theGuaranteed Obligations); (iv) any act or
5

 
omission of the Administrative Agent or any Lender or any other Person whichdirectly or indirectly results in or aids the discharge or release of Borrowers orany other Person or the Guaranteed Obligations or any security or other guaranteetherefor by operation of law or otherwise; (v) the taking or accepting of anyother security, collateral or guaranty, or other assurance of the payment orperformance of all or any of the Guaranteed Obligations; (vi) any release,surrender, exchange, subordination, deterioration, waste, loss or impairment bythe Administrative Agent or any Lender (including any negligent impairment butexcluding any gross negligent or willful impairment) of any collateral, propertyor security, at any time existing in connection with, or assuring or securingpayment of, all or any part of the Guaranteed Obligations; (vii) the failure ofthe Administrative Agent, any Lender or any other Person to exercise diligence orreasonable care in the preservation, protection, enforcement, sale or otherhandling or treatment of all or any part of any collateral, property or security(but excluding any gross negligence or willful misconduct on the part of theAdministrative Agent or any Lender); (viii) the fact that any collateral,security, security interest or lien contemplated or intended to be given, createdor granted as security for the repayment of the indebtedness evidenced by theNotes or the Guaranteed Obligations shall not be properly perfected or created, orshall prove to be unenforceable or subordinate to any other security interest orlien, it being recognized and agreed by each Guarantor that such Guarantor is notentering into this Guaranty in reliance on, or in contemplation of the benefitsof, the validity, enforceability, collectibility or value of any of the collateralfor the Guaranteed Obligations or any security interest in such collateral; (ix)any payment by Borrowers to the Administrative Agent or any Lender is held toconstitute a preference under the Bankruptcy Code or any another federal, state orlocal laws concerning bankruptcy, insolvency, reorganization or relief of debtors,or for any reason the Administrative Agent or any Lender is required to refundsuch payment or pay such amounts to Borrowers or any other Person legally entitledthereto; and (x) any and all other suretyship or guarantor defenses that may beavailable to Guarantors.          (c) Each Guarantor waives: (i) all presentments, demands forperformance, notices of nonperformance, protests, notices of protest, notices ofdishonor, and all other notices of any kind or nature whatsoever with respect tothe Guaranteed Obligations, and notices of acceptance of this Guaranty and of theexistence, creation, or incurring of new or additional Guaranteed Obligations;(ii) any rights to set-offs, recoupments, claims or counterclaims; and (iii) anyright to revoke or terminate this Guaranty.     (vi) Subordination.          (a) Each Guarantor hereby covenants and agrees that the principal of, orinterest on, all now existing and hereafter arising Indebtedness of Borrowers toGuarantor (the “Claims”) and all rights and remedies of Guarantors with respectthereto and any lien securing payment thereof are and shall continue to besubject, subordinate and rendered junior in the right of payment to all amountsdue and payable in respect of the Guaranteed Obligations, as the same may beModified, waived, accelerated or compromised from time to time.          (b) Guarantors represent and warrant to the Administrative Agent thatGuarantors are or will be the sole and absolute owners of the Claims and have notsold, assigned, transferred or otherwise disposed of any right they may have torepayment of the Claims or any security therefor. Guarantors hereby furthercovenant and agree that upon the occurrence and
6

 
during the continuation of any Potential Default or Event of Default,until the Guaranteed Obligations are paid and performed in full: (i)Guarantors will not receive, directly or indirectly, any payment, advance,credit or further security of any kind whatsoever on account of the Claims;(ii) Guarantors will not sell, assign, transfer or endorse the Claims or anypart or evidence thereof; (iii) Guarantors will not Modify the Claims or anypart or evidence thereof; and (iv) Guarantors will not take, or permit anyaction to be taken, to assert, collect or enforce the Claims or any partthereof.          (c) Upon any distribution of all of the assets of any Borrower to itscreditors upon the dissolution, winding up, liquidation, arrangement, orreorganization of any Borrower, whether in any bankruptcy, insolvency,arrangement, reorganization or receivership proceeding or upon an assignmentfor the benefit of creditors or any other marshalling of the assets andliabilities of any Borrower or otherwise, any payment or distribution of anykind (whether in cash, property or securities) which is payable or deliverableupon or with respect to the Claims shall be held in trust for theAdministrative Agent and the Lenders and shall be paid over or delivered tothe Administrative Agent for the benefit of the Lenders to be applied againstthe payment or prepayment of the Guaranteed Obligations until the GuaranteedObligations shall have been indefeasibly paid in full. If any proceedingreferred to in the preceding sentence is commenced by or against any Borrower:(i) the Administrative Agent is hereby irrevocably authorized and empowered(in its own name or in the name of Guarantors or otherwise), but shall have noobligation, to demand, sue for, collect and receive every payment ordistribution referred to the preceding sentence and give acquittance thereforand to file claims and proofs of claim and take such other action (including,without limitation, voting the Claims or enforcing any security interest orother lien securing payment of the Claims) as the Administrative Agent maydeem necessary or advisable for the exercise or enforcement of any of therights or interests of the Administrative Agent hereunder; and (ii) Guarantorsshall duly and promptly take such action as the Administrative Agent mayreasonably request (A) to collect the Claims for account of the AdministrativeAgent and to file appropriate claims or proofs of claim in respect of theClaims, (B) to execute and deliver to the Administrative Agent such powers ofattorney, assignments, or other instruments as it may reasonably request inorder to enable it to enforce any and all claims with respect to, and anysecurity interests and other liens securing payment of, the Claims, and (C) tocollect and receive any and all payments or distributions which may be payableor deliverable upon or with respect to the Claims.          (d) All payments or distributions upon or with respect to the Claimswhich are received by Guarantor contrary to the provisions of this Guarantyshall be received in trust for the benefit of the Administrative Agent, shallbe segregated from other funds and property held by Guarantors and shall beforthwith paid over to the Administrative Agent in the same form as soreceived (with any necessary endorsement) to be applied (in the case of cash)to, or held as collateral (in the case of non-cash property or securities)for, the payment or prepayment of the Guaranteed Obligations.     (vii) Deferral of Subrogation. Until all of the GuaranteedObligations have been paid and performed in full, (i) Guarantors shall notexercise any rights of subrogation, contribution or reimbursement against anyBorrower or any Other Guarantor of the Guaranteed Obligations, and (ii)Guarantor shall not exercise any right to enforce any right, power or remedywhich the Administrative Agent or any Lender now has or may in the future haveagainst Borrowers or any
7

 
Other Guarantor and any benefit of, and any right to participate in, anysecurity for this Guaranty or for the obligations of Borrowers or any OtherGuarantor now or in the future held by the Administrative Agent or any Lender.If Guarantor nevertheless receives payment of any amount on account of anysuch subrogation, contribution or reimbursement rights or otherwise in respectof any payment by Guarantor of the Guaranteed Obligations prior to payment andperformance in full of all of the Guaranteed Obligations, such amount shall beheld in trust for the benefit of the Administrative Agent and immediately paidto the Administrative Agent for application to the Guaranteed Obligations insuch order and manner as the Administrative Agent may determine.     (viii) Condition of Borrowers. Each Guarantor represents andwarrants to the Administrative Agent, for the benefit of the Lenders that: (a)this Guaranty is executed at the request of Borrowers; (b) such Guarantor hasestablished adequate means of obtaining from Borrowers on a continuing basisfinancial and other information pertaining to the business of each suchBorrower; (c) such Guarantor is now and will continue to be adequatelyfamiliar with the business, operations, condition, and assets of Borrowers;(d) such Guarantor will receive substantial direct and indirect benefits fromthe financing arrangements contemplated by the Loan Documents; and (e) theagreements, waivers and acknowledgements contained herein are knowingly madein contemplation of such benefits. Each Guarantor hereby waives andrelinquishes any duty on the part of the Administrative Agent or any Lender todisclose to such Guarantor any matter, fact or thing relating to the business,operations, condition, or assets of Borrowers now known or hereafter known bythe Administrative Agent or any Lender during the life of this Guaranty. Withrespect to any of Guaranteed Obligations, neither the Administrative Agent norany Lender need inquire into the powers of Borrowers or the officers oremployees acting or purporting to act on its behalf, and all GuaranteedObligations made or created in good faith reliance upon the professed exerciseof such powers shall be guaranteed hereby.     (ix) Representations and Warranties of Guarantor. EachGuarantor represents and warrants to the Administrative Agent that all ofrepresentations and warranties relating to such Guarantor contained in theLoan Agreement are true and correct. Each Guarantor further represents andwarrants to the Administrative Agent that all of the representations andwarranties set forth in Schedule 1 hereto are true and correct as ofthe date hereof.     (x) Payments. All payments made by Guarantors to or for theaccount of the Administrative Agent or any Lender shall be made withoutcondition or deduction of any kind, including for any counterclaim, defense,recoupment of set-off. All payments made by Guarantors hereunder shall be madefree and clear of and without deduction for any present or future taxes,duties, levies, imposts, deductions, assessments, fees, withholdings orsimilar charges, and all liabilities with respect thereto (collectively,“Taxes”). Guarantors shall pay such Taxes and shall promptly furnish to theAdministrative Agent copies of any tax receipts or such evidence of payment asthe Administrative Agent or any Lender may reasonably require.     (xi) Costs and Expenses in Enforcement. Each Guarantor agreesto pay to the Administrative Agent all out of pocket advances, charges, costs,and expenses, including reasonable attorneys fees, incurred or paid by theAdministrative Agent in exercising any right, power, or remedy conferred bythis Guaranty, or in the enforcement of this Guaranty, whether or not anaction is filed in connection therewith.
8

 
     (xii) Notices. All notices, requests, demands and othercommunications which are required or may be given under this Guaranty shall bein writing and shall be delivered to the parties hereto in the manner providedin the Loan Agreement to the following addresses:   To Guarantors: Technical Olympic USA, Inc.  Suite 500-N  4000 Hollywood Blvd.  Hollywood, FL 33021  Facsimile: (954) 364-4037  Attention: Patricia M. Petersen, Esq.     c/o TOUSA Homes, L.P.  c/oTechnical Olympic USA, Inc.  Suite 500-N  4000 Hollywood Blvd.  Hollywood, FL 33021  Facsimile: (954) 364-4037  Attention: Patricia M. Petersen, Esq.   with a copy to: Greenberg Traurig P.A.  1221 Brickell Avenue  Miami, FL 33131  Facsimile: (305) 579-0717  Attention: Paul Berkowitz, Esq.   To Administrative Agent: Deutsche Bank Trust Company Americas  200 Crescent Court, Suite 550  Dallas, Texas 75201  Facsimile: (214) 740-7910  Attention: Ann Ramsey   With a copy to: Latham & Watkins LLP  633 West Fifth Street, Suite 4000  Los Angeles, California 90071  Facsimile: (213) 891-8763  Attention: Donald I. Berger, Esq.Any party may change the address to which notices are to be sent by notice of such change to eachother party given as provided above.     (xiii) Termination. The guarantees made hereunder (a) shall terminate when all ofthe Guaranteed Obligations have been indefeasibly paid and performed in full, and (b) shallcontinue to be effective or be reinstated, as the case may be, if at any time payment, or any partthereof, of any Guaranteed Obligation is rescinded or must otherwise be restored by any Lender orGuarantor upon the bankruptcy or reorganization of any Borrower, Guarantor or otherwise.
9

 
     (xiv) NoWaiver; Cumulative Remedies. The rights, powers andremedies of the Administrative Agent hereunder and under the other Loan Documentsare cumulative and in addition to all rights, power and remedies provided underany and all agreements among Guarantors, Borrowers, the Administrative Agent andthe Lenders relating to the Guaranteed Obligations, at law, in equity orotherwise. Any delay or failure by the Administrative Agent to exercise any right,power or remedy shall not constitute a waiver thereof by the Administrative Agentor the Lenders, and no single or partial exercise by the Administrative Agent ofany right, power or remedy shall preclude any other or further exercise thereof orany exercise of any other rights, powers or remedies. Without limiting theforegoing, the Administrative Agent on behalf of the Lenders is hereby authorizedto demand specific performance of this Guaranty at any time when Guarantors shallhave failed to comply with any of the provisions of this Guaranty applicable toit.     (xv) Amendments. Subject to Section 9.2 of the Loan Agreement,this Guaranty may be Modified only by, and none of the terms hereof may bewaived without, a written instrument executed by each Guarantor and theAdministrative Agent.     (xvi) Waivers. Each Guarantor warrants and agrees that each of thewaivers set forth in this Guaranty are made with such Guarantor’s full knowledgeof their significance and consequences, and that under the circumstances, thewaivers are reasonable and not contrary to public policy or law. If any of suchwaivers are determined to be contrary to any applicable law or public policy, suchwaivers shall be effective only to the maximum extent permitted by law.     (xvii) Binding Agreement. This Guaranty and the terms, covenants, andconditions hereof shall be binding upon and inure to the benefit of Guarantors,the Administrative Agent, each Lender, and their respective successors andassigns; provided, however, that Guarantors shall not be permitted to transfer,convey, assign or delegate this Guaranty or any interest herein without the priorwritten consent of the Administrative Agent and, to the extent required pursuantto the Loan Agreement, the Lenders. Each Lender may assign its interest hereunderin whole or in part in connection with an assignment of its interest in theGuaranteed Obligations pursuant to Section 9.8(1) of the Loan Agreement.     (xviii) GOVERNING LAW. THIS GUARANTY SHALL BE GOVERNED BY, AND SHALLBE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW, BUT OTHERWISE WITHOUTREGARD TO CONFLICT OF LAWS PRINCIPLES.     (xix) JURISDICTION. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TOTHIS GUARANTY MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THEUNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND BY EXECUTION AND DELIVERYOF THIS GUARANTY, EACH GUARANTOR CONSENTS, FOR ITSELF AND IN RESPECT OF ITSPROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH GUARANTORIRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUEOR BASED ON THE GROUNDS OF *FORUM NON CONVENIENS,*WHICH IT MAY NOW OR HEREAFTER HAVETO THE BRINGING OF ANY ACTION
10

 
OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS GUARANTY. EACH GUARANTOR WAIVESPERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANSPERMITTED BY NEW YORK LAW.     (xx) WAIVER OF JURY TRIAL. EACH GUARANTOR, AND BY ACCEPTANCE OF THIS GUARANTY, THEADMINISTRATIVE AGENT AND EACH OF THE LENDERS, WAIVES ITS RIGHTS TO A TRIAL BY JURY OF ANY CLAIM ORCAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS GUARANTY OR THE TRANSACTIONSCONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OFTHE PARTIES TO THE LOAN AGREEMENT AGAINST ANY OTHER PARTY OR ANY PARTICIPANT OR ASSIGNEE, WHETHERWITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. GUARANTOR, AND BY ACCEPTANCE OF THISGUARANTY, THE ADMINISTRATIVE AGENT AND EACH OF THE LENDERS, AGREES THAT ANY SUCH CLAIM OR CAUSE OFACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, GUARANTOR,AND BY ACCEPTANCE OF THIS GUARANTY, THE ADMINISTRATIVE AGENT AND EACH OF THE LENDERS, FURTHERAGREES THAT ITS RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION,COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY ORENFORCEABILITY OF THIS GUARANTY OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANYSUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS GUARANTY.     (xxi) Severability. In case any one or more of the provisions contained in thisGuaranty should be held invalid, illegal or unenforceable in any respect, the validity, legalityand enforceability of the remaining provisions contained herein shall not in any way be affected orimpaired thereby (it being understood that the invalidity of a particular provision hereof in aparticular jurisdiction shall not in and of itself affect the validity of such provision in anyother jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace theinvalid, illegal or unenforceable provisions with valid provisions the effect of which comes asclose as possible to that of the invalid, illegal or unenforceable provisions.     (xxii) Miscellaneous. All words used herein in the plural shall be deemed to have beenused in the singular, and all words used herein in the singular shall be deemed to have been usedin the plural, where the context and construction so require. Section headings in this Guaranty areincluded for convenience of reference only and are not a part of this Guaranty for any otherpurpose.
11

 
     **IN WITNESS WHEREOF,**each Guarantor has causedthis Guaranty to be duly executed as of the date firstwritten above.         **GUARANTORS:**           TECHNICAL OLYMPIC USA, INC.           By: /s/ Tommy McAden           Name: Tommy McAden    Title: Executive Vice President           TOUSA HOMES, L.P.           By: /s/ Tommy McAden           Name: Tommy McAden    Title: Executive Vice President  Signaturepage to Completion Guaranty
 

 
Schedule 1Representations and Warranties of Each Guarantor1. Organization;Requisite Power and Authority; Qualification.(a) Such Guarantor (A) is either a corporation, alimited partnership or a limited liability company dulyincorporated, formed or organized, validly existing, and in goodstanding under the laws of the state of its incorporation,organization and/or formation, (B) is duly qualified to do businessand is in good standing under the laws of each jurisdiction inwhich the failure to be so qualified and in good standing will haveor is reasonably expected to have a Material Adverse Effect, and(C) has all requisite corporate, partnership or limited liabilitycompany power and authority to own, operate and encumber itsProperty and to conduct its business as presently conducted and asproposed to be conducted in connection with and following theconsummation of the transactions contemplated by this Agreement.Such Guarantor is a single member limited liability company forpurposes of federal income taxation and for purposes of the taxlaws of any state or locality in which it is subject to taxationbased on its income. (b) True, correct and complete copies of theOrganizational Documents of such Guarantor have been delivered tothe Administrative Agent and have not been Modified except to theextent indicated therein. All of the Organization Documents are infull force and effect, and there are no defaults under suchOrganizational Documents (including with respect to anyrestrictions on Indebtedness contained therein), and no eventswhich, with the passage of time or giving of notice or both, wouldconstitute a default under such Organizational Documents (includingwith respect to any restrictions on Indebtedness containedtherein). (c) Such Guarantor has the requisite power andauthority to execute, deliver and perform this Agreement and eachof the other Loan Documents which are required to be executed onits behalf. The execution, delivery and performance of each of theLoan Documents which must be executed in connection with thisAgreement by such Guarantor and to which such Guarantor is a partyand the consummation of the transactions contemplated thereby arewithin such Guarantor’s partnership, company, or corporate powers,have been duly authorized by all necessary partnership, company, orcorporate action and such authorization has not been rescinded. Noother partnership, company, or corporate action or proceedings onthe part of such Guarantor is necessary to consummate suchtransactions. (d) Each of the Loan Documents to which such Guarantoris a party has been duly executed and delivered on behalf of suchGuarantor and constitutes its legal, valid and binding obligation,enforceable against it in accordance with its terms (subject tobankruptcy, insolvency, reorganization, or other laws affectingcreditors’ rights generally and to principles of equity,regardless of whether considered in a proceeding in equity or atlaw), is in full force and effect and all the terms, provisions,agreements and conditions set forth therein and required to beperformed or complied