CONTRIBUTION AGREMEENT

Exhibit 10.28

CONTRIBUTION AGREEMENT

between

CENTEX HOMES

and

CORONA REAL ESTATE HOLDING COMPANY, L.L.C.

Dated as of March 29, 2008

TABLE OF CONTENTS

				Page
1.		Definitions			2
2.		Asset Transfer; Contribution of Transferred Subsidiary Member Interests; Retained Assets			11
3.		Contributed Stipulated Value			11
4.		Assumed Liabilities; Retained Liabilities			12
5.		Conditions to the Company’s Acceptance of the Contribution of the Transferred Subsidiary Member Interests			12
6.		Indemnity for Failure to Satisfy the Conditions; Put			13
7.		Condition to Centex’s Contribution of the Transferred Subsidiary Member Interests			14
8.		Inspection Rights of the Company; Condition of the Properties			15
9.		Title			16
10.		Assignment of Contracts; Consents			16
11.		Operating Covenants; Other Covenants			17
12.		Closing of the Asset Transfer			22
13.		Closing of the Transferred Subsidiary Member Interests Contribution; Closing Actions			23
14.		Closing Costs and Prorations			24
15.		Condemnation			25
16.		Centex Representations			25
17.		Contribution Date Representations Certificate			31
18.		Assignment; Successors and Assigns			31
19.		Survival; Indemnification			31
20.		Dispute Resolution			33
21.		Notices			33
22.		Entire Agreement			34
23.		Severability			34
24.		Waivers			34
25.		Construction			34
26.		Performance Due On Day Other Than Business Day			35
27.		Counterparts			35
28.		Governing Law			35
29.		Brokerage			35
30.		Parties in Interest			35

Exhibit A-1		Legal Descriptions of the Properties
Exhibit A-2		Schedule of Retained Assets
Exhibit A-3		Schedule of Retained Liabilities
Exhibit A-4		Schedule of Specified Transferred Assets
Exhibit A-5		Schedule of Specified Transferred Liabilities
Exhibit A-6		Schedule of Transferred Subsidiaries and Corresponding Projects
Exhibit A-7		Schedule of Contributed Lots
Exhibit B		[Intentionally Left Blank]
Exhibit C		Project Summaries References

Exhibit D-1		Schedule of Title Insurance Underwriters for the Title Policies
Exhibit D-2		Schedule of Performance Bonds and Letters of Credit
Exhibit D-3		Schedule of Division individuals for each Project for “Knowledge of Centex”
Exhibit D-4		Schedule of Survey Standards by Project
Exhibit D-5		Plant 51 Deposits
Exhibit E-1		[Intentionally Left Blank]
Exhibit E-2		Form of Assignment and Bill of Sale
Exhibit E-3		Form of Non-Foreign Certificate
Exhibit E-4		Form of Transferred Subsidiary Member Interests Assignment
Exhibit E-5		Form of Transferred Subsidiary Agreement
Exhibit F		State Specific Provisions in Respect of the Projects or their Contribution
Exhibit G		Claim Procedures

CONTRIBUTION AGREEMENT

     This Contribution Agreement (this “ Agreement ”) is entered into as of March 29, 2008 (the " Effective Date ”) by and between Corona Real Estate Holding Company, L.L.C., a Delaware limited liability company (the “ Company ”), and Centex Homes, a Nevada general partnership (“ Centex ”) with reference to the following facts:

     A. Prior to the Asset Transfer, Centex owned or owns the Assets other than Plant 51 and Eastgate.

     B. Plant 51 is owned by Plant 51 LLC (“ Plant 51 Sub ”) and Eastgate is owned by EG Development LLC (“ Eastgate Sub ”).

     C. Centex has formed the Newly Formed Transferred Subsidiaries for the purposes of acquiring the Assets (other than Plant 51 Sub and Eastgate Sub and other related Assets) from Centex and developing the Properties.

     D. Centex has formed the Company to, among other things, acquire all of the Transferred Subsidiary Member Interests.

     E. Centex wishes to (1) first, contribute to each Newly Formed Transferred Subsidiary a Property and related other Assets and (2) second, contribute to the Company all of the Transferred Subsidiary Member Interests on the terms and conditions set forth in this Agreement. The Company wishes to acquire from Centex all of the member interests in the Transferred Subsidiaries, on the terms and conditions set forth in this Agreement.

     F. As of the Effective Date, Centex and Corona Associates, LLC, a Delaware limited liability company (“ Investor ”), have entered or will enter into that certain Amended and Restated Limited Liability Company Agreement (the “ Purchaser LLC Agreement ”) for Corona Land Company, LLC (“ Purchaser ”). As of the Effective Date, Purchaser is entering into the Member Interests Purchase Agreement with Centex pursuant to which Centex agrees to sell, and Purchaser agrees to buy, all of the member interests in the Company at the Member Interests Purchase Closing. At the Member Interests Purchase Closing, pursuant to the terms of the Purchaser LLC Agreement, Centex and Investor will contribute sufficient funds to Purchaser to acquire 100% of the member interests in the Company for the Contribution Date Member Interests Purchase Price.

     G. At the Member Interest Purchase Closing immediately following the contribution of the Transferred Subsidiary Member Interests by Centex to the Company, Purchaser will make a cash payment to Centex pursuant to the terms of the Member Interests Purchase Agreement equal to the Contribution Date Member Interests Purchase Price to acquire all of the member interests in the Company.

AGREEMENT

     NOW THEREFORE, for and in consideration of the covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties intending to be legally bound, agree as follows:

      1. Definitions.

     (a) “ Adjustments ” is defined in the Member Interests Purchase Agreement.

     (b) “ Affiliate ” means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by or under common Control with such Person; provided, however, that for purposes of this Agreement, Purchaser shall not be deemed an Affiliate of Centex.

     (c) “ Agreement ” is defined in the preamble.

     (d) “ Assets ” means, collectively, as of the Contribution Date, but excluding the Retained Assets, (a) the Projects; (b) the right, title and interest of Centex in and to all utilities, sewage treatment capacity and water capacity, if any, which will serve the Projects; (c) rights to prepaid expenditures and deposits and reimbursements from Governmental Authorities, Financing Districts and other Persons related to the Projects, including in respect of utilities and connection fees; (d) the Assigned Contracts; and (e) any other tangible or intangible personal property related to the Projects.

     (e) “ Asset Transfer ” is defined in Section 2(a) .

     (f) “ Asset Transfer Date ” is defined in Section 2(a) .

     (g) “ Assigned Contracts ” is defined in Section 10(a) .

     (h) “ Association ” means, as to each Project where applicable, the legal Entity formed to control aspects of the development, management and operation of a subdivision in which a Project is located, (including where applicable a master association and the applicable Sub-Association).

     (i) “ Association Document ” is defined in Section 16(l) .

     (j) “ Authorized Action ” is defined in Section 11(a) .

     (k) “ Baseline Date ” means February 29, 2008.

     (l) “ Bill of Sale ” is defined in Section 12(a) .

     (m) “ Business Day ” means any day that is not a Saturday, Sunday or a legal holiday on which commercial banks are closed in Dallas, Texas.

     (n) “ Centex ” is defined in the preamble.

     (o) “ Centex Indemnification Basket ” is defined in Exhibit G .

     (p) “ Centex Indemnification Cap ” is defined in Exhibit G .

     (q) “ Centex Security Instruments ” means performance bonds and standby letters of credit for various obligations in connection with the development of the Projects.

     (r) “ Claim ” means any suit, proceeding, investigation, demand, claim, cause of action or chose in action, right of recovery or right of set-off.

     (s) “ Claim Notice ” is defined in Exhibit G .

     (t) “ Closing ” is defined in Section 2(b) .

     (u) “ Company ” is defined in the preamble.

     (v) “ Condition ” and “ Conditions ” are defined in Section 6(a) .

     (w) “ Condition Indemnity ” is defined in Section 6(a) .

     (x) “ Condition Not Satisfied Notice ” is defined in Section 6(d) .

     (y) “ Condition Satisfaction Period ” is defined in Section 6(c) .

     (z) “ Consents ” means any material consent, authorization or approval required in connection with the contribution of the Assets to the Transferred Subsidiaries, the contribution of the Transferred Subsidiary Member Interests to the Company or the sale of the member interests in the Company to the Purchaser under any Entitlement or any Assigned Contract.

     (aa) “ Contract ” means any binding agreement, contract, instrument, lease or undertaking of any kind or character, oral or written, to which an Owner is a party that creates rights or obligations with respect to a Project.

     (bb) “ Contributed Lots ” means the Lots that are part of the Properties that are being contributed as part of the Assets, the number of which for each Property is set forth in Exhibit A-7 .

     (cc) “ Contribution Date ” is defined in Section 2(b) .

     (dd) “ Contribution Date Member Interests Purchase Price ” is defined in Section 3(b) .

     (ee) “ Contribution Date Representations Certificate ” is defined in Section 17 .

     (ff) “ Control ” (including its correlative meanings “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an Entity, whether through the ownership of interests, by contract or otherwise.

     (gg) “ Cost-Sharing Arrangements ” is defined in Section 16(s) .

     (hh) “ Data Site ” means the “Project Corona” Workspace on Intralinks.com, as last updated on or before noon, CST, March 24, 2008, except (1) as to Title Commitments (and related title documents), Surveys and Environmental Reports, which may be uploaded at any time prior to the Closing and (2) all documents on the Data Site under the heading “Additional Documents Requested During Due Diligence” will be deemed to have been not included on the Data Site.

     (ii) “ Deeds ” is defined in Section 12(a) .

     (jj) “ Disclosure Schedule ” means that disclosure schedule delivered by Centex to the Company concurrently with the execution of this Agreement, setting forth items for which disclosure is necessary or appropriate as an exception to one or more representations or warranties contained herein; provided, however, that the inclusion of an item in the Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Centex that such item represents a material exception or fact, event or circumstance with respect to Centex. A disclosure against any representation or warranty is a disclosure against all representations and warranties.

     (kk) “ Dwelling ” means a single family home, town home, condominium unit or other residential unit that is permitted by the Entitlements to be constructed within a Project.

     (ll) “ Eastgate ” means the Project known to Centex as Eastgate, located in Loudon County, Virginia.

     (mm) “ Eastgate Sub ” is defined in the Recitals.

     (nn) “ Effective Date ” is defined in the preamble.

     (oo) “ Encumbrance ” means any lien (statutory or otherwise), mortgage, deed of trust, pledge, lease, hypothecation, assignment, charge, security interest, option to purchase, easement, restrictive covenant, right of first refusal, deposit arrangement, preemptive right, adverse claim or right, restriction on transfer, encroachment, conditional sale or other title retention agreement, or any other encumbrance or restriction, whether voluntarily incurred or arising by operation of law.

     (pp) “ Entity ” means any partnership (including any limited partnership, limited liability limited partnership and limited liability partnership), corporation, limited liability company, trust, joint venture, association, joint stock company, trustee, estate, unincorporated organization, real estate investment trust, business trust, Governmental Authority or other legal entity.

     (qq) “ Entitlements ” means discretionary material approvals, consents, certificates, licenses, permits, entitlements (including required easements) and other authorizations from each Governmental Authority or other Person having or asserting jurisdiction as are necessary for the (a) ownership, use and operation of the existing improvements located at the Properties, and (b) the development of the Properties in accordance with the Development Plans including (to the

extent falling within the foregoing definition) zoning, land use and environmental entitlements and permits, flood plain map amendments, preliminary/tentative plats or maps, final plats or maps.

     (rr) “ Environmental Law ” means any applicable Law in effect and, in each case, as amended as of or prior to the Contribution Date relating to or concerning the protection of the environment, natural resources, human health, or environmental quality including those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control, or cleanup of any Hazardous Materials, substances or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or byproducts, asbestos, polychlorinated biphenyls or radiation (including the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9106 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. App. § 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 ester.), the Clean Water Act (33 U.S.C. § 1251 ester.), the Clean Air Act (42 U.S.C. § 7401 ester.), the Toxic Substances Control Act (15 U.S.C. § 2601 ester.), and the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. § 136 ester.), as each has been amended and regulations promulgated pursuant thereto).

     (ss) “ Environmental Reports ” means the most recent “Phase 1” and if applicable other environmental reports for each Project that have been posted on the Data Site prior to the Effective Date and any environmental report provided by Centex pursuant to Section 6 .

     (tt) “ Financing District ” means any public or quasi-public body that is established to finance utility, road, transportation, school and certain other infrastructure and improvement costs through the sale of bonds which are repaid through assessments on land within the Financing District.

     (uu) “ Future LD Spend Schedule ” means for each Project, the “Future LD Spend” cash flow schedule posted to the Data Site on February 24, 2008.

     (vv) “ Governmental Authority ” means any court, government (federal, state, local, foreign or multinational), department, commission, board, bureau, agency, official or other regulatory, administrative, authority or political subdivision thereof.

     (ww) “ Governmental Order ” means any order, writ, injunction, decree, award, judgment or ruling entered by or with any Governmental Authority.

     (xx) “ Hazardous Materials ” means any substance that is listed, defined, designated, or classified as, or otherwise determined to be, hazardous, radioactive, or toxic or a pollutant or a contaminant under or pursuant to any Environmental Law.

     (yy) “ Improvements ” means, for each Project to the extent applicable, storm water drainage, wastewater and sewer, other utilities, roads, paving, landscaping and other infrastructure, and any recreation center, pool, park, playground or other amenity or entry gates and other entrance improvements from time to time constructed within a Project and that are owned by Centex prior to the Contribution Date or by the Company following the Contribution Date. With respect to the Project identified on Exhibit A-1 as Plant 51, Improvements also

include the Dwellings listed for Plant 51 as listed on Exhibit A-1 in their state of completion as of the relevant date.

     (zz) “ Incurred Ownership Development Costs ” is defined in the Member Interests Purchase Agreement.

     (aaa) “ Indebtedness ” means promissory notes, bonds, indentures and any other obligation to repay borrowed money that is secured in whole or in part by the Assets, other than indebtedness with respect to the Centex Security Instruments and other indebtedness with respect to Financing Districts.

     (bbb) “ Indemnified Party ” is defined in Section 19(c).

     (ccc) “ Indemnifying Party ” is defined in Section 19(c).

     (ddd) “ Individual Claim Threshold ” is defined in Exhibit G.

     (eee) “ Interest Rate ” means annual rate of interest published in The Wall Street Journal from time to time as the “Prime Rate” for JPMorgan Chase, N.A., plus 2%. If The Wall Street Journal ceases to publish the “Prime Rate” for JPMorgan Chase, N.A., but publishes the “Prime Rate” for another financial institution, the “Prime Rate” shall be such rate as published in The Wall Street Journal . If The Wall Street Journal ceases to publish a “Prime Rate”, the parties shall select an equivalent publication that publishes such “Prime Rate.”

     (fff) “ Investor ” is defined in the Recitals.

     (ggg) “ Investor Knowledge Persons ” means Chris Mahowald, Steve Millham, Steve Heath, Josh Dapice, Tony Koeijmans and Ryland Lucie.

     (hhh) “ Investor Representative ” means Chris Mahowald.

     (iii) “ IRC ” means the Internal Revenue Code.

     (jjj) “ Knowledge of Centex ,” “ Centex’s Knowledge ” and words of similar import mean the current actual knowledge of David Barclay and Donald Westfall and as to each Project, the corresponding person listed on Exhibit D-3 listed for such Project, and shall not be construed, by imputation or otherwise, to refer to the knowledge of any Affiliate or to any other officer, manager, or employee of Centex or any Affiliate thereof or to impose upon such individuals any duty to investigate the matter to which such actual knowledge or absence thereof pertains.

     (kkk) “ Law ” means any federal, state or local statute, code, regulation, rule or ordinance applicable to a Person or its assets, liabilities or business.

     (lll) “ Lompoc Seller ” means LD/L-DS Venture Lompoc, LLC.

     (mmm) “ Lompoc Sub ” means Lompoc Seabreeze LLC, one of the Transferred Subsidiaries.

     (nnn) “ Loss ” means any damage, injury, loss, debt, penalty, fine, award, judgment, liability, cost and/or expenses resulting from any Claim (including damages, injuries, losses, debts, penalties, fines, awards, judgments, fees, liabilities, costs and expenses (including reasonable attorneys’, accountants’ and other professionals’ fees, costs and expenses incurred in investigating, preparing and/or defending any Claim). “ Loss ” includes actual damages only and does not include any lost profit, consequential, special, punitive or exemplary damage.

     (ooo) “ Lots ” means individually platted lots within a Project on which individual Dwellings are permitted or intended to be constructed.

     (ppp) “ Material Adverse Effect ” means any change, event, effect, fact or circumstance that is or is reasonably likely to be material and adverse to the ownership, use, value and/or development of, as applicable, any individual Project or to the Projects taken as a whole, provided, however, that “ Material Adverse Effect ” does not include the impact of (a) changes in the economy or residential property market of, as applicable, the United States or the competitive market area in which a Project is located, (b) changes in generally accepted accounting principles, (c) changes in Law, and/or (d) Authorized Actions.

     (qqq) “ Material Contract ” means any Contract that (1) obligates an Owner to make payments, or obligates an Owner to perform work or provide services in either case requiring a total expenditure by the Owner in excess of $100,000; (2) provides for total payment to an Owner in excess of $100,000; or (3) which is an Option.

     (rrr) “ Member Interests Purchase Agreement ” means the Agreement dated as of the Effective Date between the Purchaser, as purchaser, and Centex, as seller, pursuant to which the Purchaser will acquire 100% of the member interests in the Company at the Member Interests Purchase Closing.

     (sss) “ Member Interests Purchase Closing ” means the consummation of the purchase by the Purchaser of 100% of the member interests in the Company from Centex in consideration of paying in cash in the amount of the Contribution Date Member Interests Purchase Price.

     (ttt) “ Miramonte Barker Tracts ” is defined in Exhibit A-3 .

     (uuu) “ Miramonte Construction License ” is defined in Exhibit A-3 .

     (vvv) “ Miramonte Option Agreement ” is defined in Exhibit A-3 . -

     (www) “ Newly Formed Transferred Subsidiaries ” means all of the Transferred Subsidiaries other than Plant 51 Sub and Eastgate Sub.

     (xxx) “ Obtained Entitlements ” is defined in Section 16(i) .

     (yyy) “ Option Agreements ” means those certain Option Agreements dated as of the Effective Date between certain of the Transferred Subsidiaries as Developer and Centex as Builder.

     (zzz) “ Organizational Documents ” means, with respect to any Entity, its certificate or articles of incorporation, certificate or articles of limited partnership or organization and bylaws, charter, operating agreement, shareholder agreements, regulations, partnership agreement, trust agreement and similar organizational charter or agreement and all other organizational documents, in each case, as amended and/or restated as of the Contribution Date.

     (aaaa) “ Other Transaction Documents ” means the Purchaser LLC Agreement, the Member Interests Purchase Agreement, the Property Services Agreement and the Option Agreements.

     (bbbb) “ Owner ” means Centex and the Transferred Subsidiaries.

     (cccc) “ Parties ” means Centex and the Company, with each sometimes being referred to as a " Party .”

     (dddd) “ Permitted Encumbrances ” means, with respect to each Property, (a) all matters shown as exceptions in the Title Commitment for such Property; (b) other exceptions shown on the Survey for such Property, or recorded subdivision maps and or plats that are referenced in the Title Commitment for such Property; (c) and Permitted Tax Liens.

     (eeee) “ Permitted Tax Liens ” means (a) liens securing the payment of taxes other than income taxes which are either not delinquent or those disclosed in the Disclosure Schedule as being contested in good faith by appropriate proceedings for which the Company has received proration credit pursuant to Section 14(c) , and (b) liens for current taxes not yet payable.

     (ffff) “ Person ” means any individual or any Entity.

     (gggg) “ Planned Community Names ” is defined in Section 11(e) .

     (hhhh) “ Plant 51 ” means the Project known to Centex as “Plant 51” or “Fifty-One” located in San Jose, California.

     (iiii) “ Plant 51 Sub ” is defined in the Recitals.

     (jjjj) “ Prevailing Party ” is defined in Section 21 .

     (kkkk) “ Project ” means a Property, together with (a) all Improvements from time to time located thereon that are owned by Centex (prior to the Contribution Date) or the Company (after the Contribution Date); and (b) the Entitlements pertaining to such Property and Improvements.

     (llll) “ Project Summaries ” means the “Supplemental Questionnaires” for the Projects that are referenced on Exhibit C .

     (mmmm) “ Property ” means the land within each of the residential subdivision projects is listed on Exhibit A-1 that is owned (in the case of Plant 51 and Eastgate) or is being contributed to a Transferred Subsidiary, as more fully described by metes and bounds in the corresponding Title Commitment, together with the right, title and interest in Centex in and to all

strips, gores, easements, streets, alleys and other rights-of-way adjacent to such land, and rights appurtenant to such land, other than Retained Assets.

     (nnnn) “ Property Services Agreement ” means that certain Property Services Agreement entered into between the Company on behalf of itself and the Transferred Subsidiaries and Centex as Service Provider dated as of the Effective Date.

     (oooo) “ Purchaser ” is defined in the Recitals.

     (pppp) “ Purchaser LLC Agreement ” is defined in the Recitals.

     (qqqq) “ Recognized Environmental Condition ” is defined by ASTM Standard E 1527-05.

     (rrrr) “ Reserve at Mayflower ” means the Project known to Centex as the “Mayflower” project located in Thousand Oaks, California.

     (ssss) “ Reserve at Mayflower SPA ” is defined in Exhibit A-5 .

     (tttt) “ Retained Assets ” is defined in Section 2(d) . Exhibit A-2 states the Retained Assets.

     (uuuu) “ Retained Liabilities ” means Claims (actual or potential) that Centex retains for its own account and are not assumed by the Company. Exhibit A-3 states the Retained Liabilities of Centex.

     (vvvv) “ Riverpark ” means the Project included in the master planned community known as Riverpark located in Oxnard, California.

     (wwww) “ Riverpark Development Agreement ” means that certain Development Agreement dated as of August 27, 2002, by and between the City of Oxnard, Riverpark A, LLC and Riverpark B, LLC.

     (xxxx) “ Riverpark JV Agreement ” means the limited liability company agreement for the Riverpark Joint Venture, as amended.

     (yyyy) “ Riverpark Joint Venture ” means Riverpark Legacy LLC.

     (zzzz) “ Riverpark LD Date ” is defined in Section 11(f) .

     (aaaaa) “ Riverpark Purchase Agreement ” means that certain Purchase and Sale Agreement dated as of June 23, 2005, among Centex Homes, Riverpark A, L.L.C., Riverpark B, L.L.C. and Riverpark Legacy LLC, as amended by that certain First Amendment to Purchase and Sale Agreement dated as of November 28, 2005, that certain Second Amendment to Purchase and Sale Agreement dated as of April 26, 2006, that certain Third Amendment to Purchase and Sale Agreement dated as of November 27, 2006, that certain Fourth Amendment to Purchase and Sale Agreement dated as of December 22, 2006, that certain Fifth Amendment to Purchase and Sale

Agreement dated as of August 29, 2007, that certain Sixth Amendment to Purchase and Sale Agreement dated as of January 10, 2008 and as the same may be further amended, subject to and in accordance with the limitations of Section 11(f) .

     (bbbbb) “ Riverpark Sub ” means Corona Riverpark LLC, one of the Transferred Subsidiaries.

     (ccccc) “ Shea ” means Shea Properties II, LLC.

     (ddddd) “ Survival Period ” is defined in Section 19(a) .

     (eeeee) “ Survey Standard ” means (i) with respect to all Properties a survey that satisfies, in all material respects, the 2005 Minimum Standard Detail Requirements for Class A ALTA/ACSM Land Title Surveys, as adopted by the American Land Title Association and National Society of Professional Surveyors, certified with the Table A items as set forth for each Property in Exhibit D-4 .

     (fffff) “ Surveys ” is defined in Section 9(a) .

     (ggggg) “ Tierra Del Rio Joint Development Agreement ” is defined in Exhibit A-2 .

     (hhhhh) “ Third Party Claim ” is defined in Exhibit G .

     (iiiii) “ Title Commitment ” means the commitment for the issuance of an ALTA Form B Owner’s Title Insurance Policy, with extended coverage (or other form as required based on state law requirements with respect to the applicable Property) issued by the Title Company as of the Contribution Date relating to a Property as most recently marked by Investor’s counsel prior to the Effective Date provided such markups reflect commercially reasonable positions consistent with understandings agreed between the Parties.

     (jjjjj) “ Title Company ” means Commerce Title Insurance Company, 2828 N. Harwood, 11th Floor, Dallas, Texas 75201, Attention: Andy Lydick, Phone: (214) 758-7444, E-mail: andy.lydick@titlemail.com.

     (kkkkk) “ Title Policies ” is defined in Section 9(d) .

     (lllll) “ Title Policy Underwriter ” means the underwriter for the Title Policy applicable to each Project as referenced on Exhibit D-1 .

     (mmmmm) “ Transferred Centex Property ” is defined in Section 11(c) .

     (nnnnn) “ Transferred Subsidiaries ” means the Entities referenced on Exhibit A-6 .

     (ooooo) “ Transferred Subsidiary Member Interests ” means as to each Transferred Subsidiary, one hundred percent (100%) of the member interests in such Transferred Subsidiary.

     (ppppp) “ Transferred Subsidiary Member Interest Assignment ” is defined in Section 12(a) ;

     (qqqqq) “ Unadjusted Contributed Stipulated Value ” is defined in Section 3(a) .

     (rrrrr) “ Unsatisfied Condition Property ” is defined in Section 6(a) .

     (sssss) “ Unsatisfied Condition Property Member Interests Re-transfer Date ” is defined in Section 6(e) .

     (ttttt) “ Warranty Claim ” is defined in Exhibit G .

      2. Asset Transfer; Contribution of Transferred Subsidiary Member Interests; Retained Assets.

     (a) On or prior to the Contribution Date, Centex will cause the Assets constituting a Project and any other Assets pertaining to such Project to be conveyed and transferred to the corresponding Newly Formed Transferred Subsidiaries listed on Exhibit A-5 other than Plant 51 and any other Assets pertaining to Plant 51 and Eastgate and any other Assets pertaining to Eastgate, which will not be transferred (the “ Asset Transfer ”; the date on which the Asset Transfer occurs is called herein the “ Asset Transfer Date ”). Centex will perform the acts and deliver the documents, and will cause the Newly Formed Subsidiaries to perform the acts and deliver the documents, specified in Section 12 in connection with the Asset Transfer.

     (b) Subject to Section 5(d) and other terms and conditions of this Agreement, on a date selected by the Parties, which date (the “ Contribution Date ”) will be on or prior to March 31, 2008, Centex shall contribute (or cause to be contributed) to the Company and the Company shall acquire the Transferred Subsidiary Member Interests. The closing of the contribution (the " Closing ”) will, unless otherwise agreed by the Parties, take place at the offices of Baker Botts L.L.P., 2001 Ross Avenue, Dallas, Texas 75201, at 11:00 A.M. on the Contribution Date.

     (c) Whether or not such assets would otherwise fall within the definition of Assets under this Agreement, the Assets contributed to the Newly Formed Transferred Subsidiaries will include the rights specified on Exhibit A-4 .

     (d) Centex is to retain, and the Assets contributed will not include, cash, bank accounts, certain cash escrows, certain reimbursement rights and certain other assets and rights pertaining to certain of the Projects if and to the extent as listed on Exhibit A-2 (the “ Retained Assets ”).

      3. Contributed Stipulated Value.

     (a) The stipulated value of the Assets as of the Baseline Date is $161,162,117 (the " Unadjusted Contributed Stipulated Value ”). The Unadjusted Contributed Stipulated Value will be adjusted for the prorations to be made pursuant to Section 14 . The Unadjusted Contributed Stipulated Value, adjusted by the prorations, is called herein the “ Contribution Date Member Interests Purchase Price .”

     (b) Pursuant to the Member Interests Purchase Agreement, the Purchaser will acquire 100% of the member interests from Centex for the Contribution Date Member Interests Purchase Price. The Member Interests Purchase Agreement provides for adjustments in the Contribution Date Member Interests Purchase Price for reconciliation of the March, 2008, projected Incurred Ownership Development Costs compared to the actual Incurred Ownership Development Costs for March, 2008.

      4. Assumed Liabilities; Retained Liabilities.

     (a) The Retained Liabilities will be and remain the sole responsibility of Centex.

     (b) Without limiting Centex’s express indemnification obligations under Section 19 , Section 6 and other provisions of this Agreement, the Transferred Subsidiaries shall assume all Claims and obligations of the Owners with respect to the Assets, fixed or contingent, liquidated or unliquidated, and whether arising before or after the Contribution Date.

     (c) Without limiting the generality of Section 4(b) , the liabilities assumed by the Transferred Subsidiaries include those items specifically listed on Exhibit A-5 .

      5. Conditions to the Company’s Acceptance of the Contribution of the Transferred Subsidiary Member Interests.

     The Company’s obligation to accept the contribution of the Transferred Subsidiary Member Interests on the Contribution Date is subject to the following conditions, which may be waived by Investor, on behalf of the Company in its sole discretion:

     (a) Centex’s representations contained in Section 16 of this Agreement being correct in all material respects as of the Contribution Date;

     (b) The Asset Transfer having taken place;

     (c) Centex being prepared to deliver all of the items required to be delivered by it pursuant to Section 13(a);

     (d) Centex performance in all material respects of all of its covenants under this Agreement that are to be performed at or before Closing;

     (e) The Title Company being irrevocably and unconditionally committed to issue the Title Policies on the Contribution Date, subject only to the Permitted Encumbrances;

     (f) Surveys meeting the Survey Standard being delivered for each of the Properties;

     (g) Centex delivering an Environmental Report for each Property on or before the Effective Date;

     (h) No order or injunction restraining or preventing the transactions contemplated by this Agreement shall be in effect, and no action, suit or proceeding challenging the transactions contemplated by this Agreement shall be pending before any court or government agency or be overtly threatened by any government agency; and

     (i) At no time on or before the Contribution Date has any of the following been done by, against or with respect to Centex: (1) the commencement of a case under Title 11 of the U.S. Code, as now constituted or hereafter amended, or under any other applicable federal or state bankruptcy law or other similar law; (2) the appointment of (or a proceeding to appoint) a trustee or receiver for the benefit of creditors with respect to any of the Properties; (4) a general assignment for the benefit of creditors for any of the Properties; or (5) a dissolution or liquidation.

      6. Indemnity for Failure to Satisfy the Conditions; Put.

     (a) If not all of the conditions set forth in Section 5 (collectively, the " Conditions ” and, each, a “ Condition ”) are satisfied as to one or more of the Projects, then, except with respect to the Condition in Section 5(c), 5(d) (but only with respect to Section 13(a)(i) and (ii) ), 5 (i) and 5 (j) , as to which the following provisions do not apply, (i) any Project and related Assets as to which Conditions are not satisfied on the Contribution Date (each such Property, an “ Unsatisfied Condition Property ”) will, nonetheless be contributed on the Contribution Date, (ii) there shall be no adjustment to the Adjusted Contributed Stipulated Value based on the failure to satisfy any Condition and (iii) subject to Section 6(d) , Centex shall indemnify, defend and hold the Company harmless (the " Condition Indemnity ”) from any Claims and Losses arising from the facts and circumstances resulting in the applicable Condition not being satisfied, as more particularly defined with respect to certain types of Conditions in Section 6(b) .

     (b) If the unsatisfied Condition relates to the failure of Centex to:

      (i) provide a Title Policy and/or a Survey meeting the Survey Standard for a Property, then the Condition Indemnity will apply until a Title Policy reasonably satisfactory to Investor and Survey meeting the Survey Standard is delivered to the Company that is subject only to Permitted Encumbrances for such Property. The Condition Indemnity will provide indemnification against Claims or Losses arising from any Encumbrance in respect of such Property that have a significant adverse impact on an Owner’s ability to execute its business plan with respect to that Property that is not a Permitted Encumbrance unless such Encumbrance is disclosed pursuant to the Disclosure Schedule.

      (ii) deliver an Environmental Report for the Property on or before the Effective Date, then the Condition Indemnity will apply until an Environmental Report for the Property is delivered that does not indicate a Recognized Environmental Condition on that Property. The Condition Indemnity will provide indemnification against Claims or Losses arising from Recognized Environmental Conditions that have a significant adverse impact on an Owner’s ability to execute its business plan with respect to that Property, unless such Recognized Environmental Condition is disclosed pursuant to the Disclosure Schedule.

     (c) Centex will use commercially reasonable efforts to satisfy the Conditions within ninety (90) days after the Contribution Date (the “ Condition Satisfaction Period ”) and will immediately notify the Company in writing when a Condition is satisfied. If the Conditions are satisfied within the Condition Satisfaction Period as to an Unsatisfied Condition Property, or such Conditions are waived by the Company, then the Condition Indemnity with respect to such applicable Condition is satisfied or waived but shall continue in full force and effect as to any

Claim or Loss that is covered by the Condition Indemnity and is asserted prior to the date that the condition is satisfied or waived.

     (d) If, at the expiration of the Condition Satisfaction Period the Condition is not satisfied, or on such earlier date when Centex determines that the Condition will not be satisfied within the Condition Satisfaction Period, any of the Conditions remain unsatisfied, then Centex shall so notify the Company (the “ Condition Not Satisfied Notice ”). The Company shall have the option, by written notice to Centex given within ten (10) days after Centex’s delivery of the Condition Not Satisfied Notice or if no Conditioned Not Satisfied Notice is given, then within five (5) days after the expiration of the Condition Satisfaction Period to either (i) waive the Condition or (ii) obligate Centex to purchase from the Company 100% of the Transferred Subsidiary Member Interests for the Transferred Subsidiary that owns the Unsatisfied Condition Property. If the Company fails to timely make an election, it will be deemed to have elected the option in clause (i). If the Company timely elects to obligate Centex to purchase the Transferred Subsidiary Member Interests for a Transferred Subsidiary that owns an Unsatisfied Condition Property, then the Company will sell and Centex will buy such Transferred Subsidiary Member Interests on the date which is fifteen (15) days after the Company’s delivery of its election notice, or such earlier or later date as the Parties may agree (the “ Unsatisfied Condition Property Member Interests Re-transfer Date ”). Centex will pay to the Company, on the Unsatisfied Condition Property Member Interests Re-transfer Date, by wire transfer in immediately available funds, an amount equal to (1) the stipulated value of such Unsatisfied Condition Property, as such value is set forth on Exhibit A-1 , subject to adjustment for (A) the Final Investment Adjustments, as such term is defined in the Member Interests Purchase Agreement and (B) the prorations applicable to such Unsatisfied Condition Property made on the Contribution Date pursuant to Section 14 increased, in the case of both (A) and (B), by an interest factor equal to 17.5% per annum, compounded quarterly. The Company will deliver to Centex on the Unsatisfied Condition Member Interests Re-transfer Date a Transferred Subsidiary Member Interest Assignment with respect to such Transferred Subsidiary Member Interests, which will warrant that all such member interests are sold free and clear of any encumbrance. Centex will be responsible for any transfer taxes and all third-party closing costs related to such transfer.

     (e) This Section 6 shall survive Closing. The provisions of Section 19 (other than those related to time limitations as set forth in Section 19(a) ) and Exhibit G (other than the provisions of Paragraph 3 thereof relating to Warranty Claims) shall apply to the Condition Indemnity. If the existence of the unsatisfied Condition also gives rise to a breach of representation or warranty under Article 16 , the Company may assert a Warranty Claim with respect to such matter (subject to all conditions and limitations of this Agreement) in addition to is rights under this Section 6 . This Section 6(e) does not limit Centex’s liability for breach of covenant under this Agreement.

      7. Condition to Centex’s Contribution of the Transferred Subsidiary Member Interests.

     (a) Centex’s obligation to contribute the Transferred Subsidiary Member Interests is subject to there being no order or injunction restraining or preventing the transactions contemplated by this Agreement shall be in effect, and no action, suit or proceeding challenging

the transactions contemplated by this Agreement shall be pending before any court or government agency or be overtly threatened by any government agency.

     (b) Centex has no obligation to proceed with the transactions contemplated hereby if the Contribution Date would occur after March 31, 2008 for any reason, including Centex’s failure to satisfy any condition precedent for either Party.

      8. Inspection Rights of the Company; Condition of the Properties.

     (a) The Company on behalf of itself and the Transferred Subsidiaries, acknowledges that, except for the representations of Centex expressly stated in Section 16 and as such representations are updated on the Contribution Date pursuant to the Contribution Date Representation Certificate (but without limiting representations of Centex made in the Other Transaction Documents), neither the Company nor any Transferred Subsidiary has relied upon and will not rely upon any statements, representations or warranties by Centex in connection with this Agreement or the Asset Transfer or transfer of the Transferred Subsidiary Member Interests. Except for the representations of Centex expressly stated in Section 16 , Centex does not make any representation or warranty as to the truth, accuracy or completeness of any materials, data or information delivered by Centex to the Company or the Investor or its constituent owners or investors in connection with the transactions contemplated hereby. The Company acknowledges and agrees on behalf of itself and the Transferred Subsidiaries that all materials, data and information delivered by Centex to the Company in connection with the transactions contemplated hereby are provided to the Company as a convenience only and that any reliance on or use of such materials, data or information by the Company and the Transferred Subsidiaries shall be at their sole risk, except as otherwise expressly stated herein or in the Other Transaction Documents. Except for the representations of Centex expressly stated herein, Centex shall not have any liability to the Company or the Transferred Subsidiaries for any inaccuracy in or omission from any report or reports delivered by Centex to the Company.

     (b) The Company has had an opportunity to conduct, and has conducted, its own studies, investigations and assessments of the Properties prior to the Effective Date. The Company may continue with studies, tests, investigations and assessments up to the Contribution Date. Without limiting the foregoing, the Company agrees that it has conducted its own assessment of the market value of the Projects and acknowledges that the market value of Projects may be greater than or less than the Unadjusted Contributed Stipulated