MEMBER INTERESTS PURCHASE AGREEMENT

Exhibit 10.29

MEMBER INTERESTS PURCHASE AGREEMENT

between

CENTEX HOMES, as Centex,

and

CORONA LAND COMPANY, LLC, as Purchaser

Dated as of March 31, 2008

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS			1
1.1 Definitions			1
1.2 Certain Interpretation Matters			3
ARTICLE II PURCHASE AND SALE OF MEMBER INTERESTS			3
2.1 Mutual Closing Obligations			3
2.2 Contribution Date Member Interests Purchase Price			3
ARTICLE III REPRESENTATIONS AND WARRANTIES OF CENTEX			4
3.1 Organization and Qualification			4
3.2 Capitalization and Ownership			4
3.3 Authorization; Enforceability			4
3.4 No Conflict or Violation			4
3.5 Employees			5
3.6 Assets and Liabilities			5
3.7 No Bankruptcy Proceedings			5
3.8 Organizational Documents			5
ARTICLE IV NO OTHER REPRESENTATIONS			5
4.1 No Other Representations			5
4.2 As-Is			5
ARTICLE V COVENANTS OF CENTEX BETWEEN THE EFFECTIVE DATE AND THE CLOSING DATE			6
5.1 Covenants of Centex			6
ARTICLE VI CONDITIONS TO CLOSING; DELIVERIES AT CLOSING			6
6.1 Conditions to Purchaser’s Obligations to Close			6
6.2 Conditions to Centex’s Obligations to Close			6
6.3 Centex Deliveries			6
6.4 Purchaser Deliveries			7
ARTICLE VII SURVIVAL OF REPRESENTATIONS AND COVENANTS; INDEMNIFICATION			7
7.1 Survival of Covenants, Representations and Warranties			7
7.2 Indemnification by Centex			7
7.3 Exclusive Remedy; Additional Indemnification Matters; Limitation			7

		Page
7.4 No Limitation of Other Claims			8
7.5 Survival			8
ARTICLE VIII OFAC CERTIFICATE AND INDEMNIFICATION			8
8.1 Purchaser’s OFAC Representation			8
8.2 Centex’s OFAC Representation			9
8.3 Survival			9
ARTICLE IX GENERAL PROVISIONS			9
9.1 Notices			9
9.2 Severability			10
9.3 Counterparts			11
9.4 Assignment; Successors and Assigns			11
9.5 Further Assurances			11
9.6 No Third Party Beneficiaries			11
9.7 Descriptive Headings			11
9.8 Reasonable Consent Required			11
9.9 Waivers			11
9.10 Dispute Resolution			11
9.11 Governing Law			12
9.12 Enforcement			12
9.13 Entire Agreement; Amendments			12
9.14 Construction; Joint Drafting			12
9.15 No Brokers, Finders, etc.			12
9.16 Tax Characterization			12
Exhibit A            Transferred Subsidiaries
Exhibit B             Form of Assignment of Member Interests
Exhibit C             Procedure for Post-Closing Adjustments
Exhibit D             Organizational Documents

MEMBER INTERESTS PURCHASE AGREEMENT

          THIS MEMBER INTERESTS PURCHASE AGREEMENT (this “ Agreement ”) is effective as of March 31, 2008 (the “ Effective Date ”), by and between CENTEX HOMES, a Nevada general partnership (“ Centex ”), and CORONA LAND COMPANY, LLC, a Delaware limited liability company (“ Purchaser ”; each of Purchaser, on the one hand, and Centex, on the other hand, a “ Party ”; collectively, the “ Parties ”).

RECITALS:

          WHEREAS, Centex has formed the Company and is the sole owner of all right, title and interest in all of the equity ownership interests (the “ Member Interests ”) in Corona Real Estate Holding Company, L.L.C., a Delaware limited liability company (the “ Company ”);

          WHEREAS, the Company is the sole owner of all right, title and interest in all of the equity ownership interests in each of those certain entities (each, an “ Transferred Subsidiary ,” and collectively, the “ Transferred Subsidiaries ”), shown on Exhibit “A” that own the real estate projects described in Exhibit “A” ;

          WHEREAS, prior to the Closing Date, Centex will have conveyed to each Transferred Subsidiary the Assets applicable to the respective Project (the “ Contribution ”), and, after the Contribution, each Transferred Subsidiary will own its, respective, Assets;

          WHEREAS, Centex desires to sell to Purchaser, and Purchaser desires to purchase from Centex, all of the Member Interests owned by Centex on the terms and subject to the conditions set forth in this Agreement; and

          WHEREAS, immediately after Purchaser’s acquisition of all of the Membership Interests from Centex, Purchaser desires to be admitted to the Company under an assignment of member interests in the form of Exhibit “B” attached hereto (the “ Assignment ”).

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

ARTICLE I

DEFINITIONS

     1.1 Definitions.

          (a) Unless otherwise defined herein, any capitalized term herein shall have the same meaning as set forth for it in the Contribution Agreement.

          (b) The following terms shall have the respective meanings specified or referred to below:

          “ Closing ” means the settlement of the mutual obligations of Purchaser and Centex with respect to the sale of the Member Interests to Purchaser and the performance of their respective obligations hereunder to be performed at or prior to the Closing Date.

          “ Contribution Agreement ” means the Contribution Agreement, dated March 29, 2008, between Centex and the Company.

          “ Incurred Ownership Development Costs ” is the amount of all third party costs paid by Centex in March, 2008, in owning and developing the Properties (including costs paid related to obtaining and preserving the Entitlements, costs related to work conducted by consultants and contractors, costs incurred in obtaining utilities, costs paid in negotiating and entering into agreements with adjoining landowners, costs paid under purchase agreements for the Properties and Association-related costs) if and to the extent the Incurred Ownership Development Costs were for work that is included in the Future LD Spend Schedules.

          “ 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 3%. 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.”

          “ Liabilities ” means indebtedness, damages, obligations, losses, debts, penalties, fines, awards, judgments, costs or expenses.

          Each of the following terms is defined in the Section of this Agreement set forth opposite such term:

Adjustments		Exhibit C
Agreement		Preamble
Blocked Person			8.1
Centex		Preamble
Closing Date			2.1	(a)
Closing Date Representations Certificate			6.3	(b)
Contribution		Recitals
Effective Date		Preamble
Executive Order			8.1
Final Adjustment Payment		Exhibit C
Final Member Interests Purchase Price		Exhibit C
Final Investment Adjustments		Exhibit C
Investment Objections Notice		Exhibit C
Investment Updated Schedule		Exhibit C
Member Interests		Recitals
Neutral Accountant		Exhibit C
OFAC			8.1
Parties		Preamble
Party		Preamble

Purchaser		Preamble
Survival Period			7.3	(a)

     1.2 Certain Interpretation Matters.

          (a) Definitions contained in this Agreement apply to singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. Words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires. The terms “hereof,” “herein,” “hereby” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement. The terms “includes” and the word “including” and words of similar import shall be deemed to be followed by the words “without limitation.” Each Exhibit, Article, Section and paragraph reference is to the Exhibits, Articles, Sections and paragraphs to this Agreement, unless otherwise specified.

          (b) When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day.

          (c) The Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement.

ARTICLE II

PURCHASE AND SALE OF MEMBER INTERESTS

     2.1 Mutual Closing Obligations .

          (a) The “ Closing Date ” hereunder will be the Contribution Date (and in no event later than March 31, 2008). In no event will the Closing Date be a day that is not a Business Day.

          (b) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Centex shall sell, convey, transfer, assign and deliver to Purchaser and Purchaser shall purchase from Centex, all right, title and interest of Centex in and to the Member Interests free and clear of all Encumbrances. The Closing will take place on the Closing Date and be effective as of 11:59 p.m., Central time, at the offices of Baker Botts L.L.P., 2001 Ross Avenue, Dallas, Texas 75201, unless another time and/or place is agreed to in writing by the Parties.

     2.2 Contribution Date Member Interests Purchase Price .

          (a) In consideration of the transfer of the Member Interests by Centex and the consummation of the transactions contemplated herein, Purchaser shall pay and deliver to Centex

aggregate consideration in the amount of the Contribution Date Member Interest Purchase Price. The Contribution Date Member Interest Purchase Price shall be paid to Centex at the Closing by wire transfer of immediately available funds (in accordance with the wire instructions delivered by Centex to Purchaser).

          (b) Following the Closing Date, the Parties will reconcile difference between the actual and proposed Incurred Ownership Development Costs for March, 2008, in accordance with the procedure set forth in Exhibit C .

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF CENTEX

          Centex hereby represents and warrants the following to Purchaser and Investor as of the Closing Date:

     3.1 Organization and Qualification . Centex is duly formed and validly existing under the Laws of the state of Nevada. The Company is duly formed and validly existing under the Laws of the state of Delaware.

     3.2 Capitalization and Ownership.

          (a) All of the Member Interests are and always have been held beneficially and of record by Centex, free and clear of all Encumbrances. All of the Member Interests were duly authorized and issued by the Company. The Member Interests constitute 100% of the equity interests in the Company.

          (b) Except for this Agreement and transactions contemplated hereby, there are no outstanding agreements, arrangements, warrants, options, puts, calls, rights, subscriptions or other commitments to which the Company is a party or by which the Company is bound, granting rights to any Person to purchase, acquire or vote any equity or debt interest or instrument in the Company.

     3.3 Authorization; Enforceability . Centex has all requisite partnership power to execute and deliver this Agreement and to perform its obligations under this Agreement and to sell the Member Interests to Purchaser. The execution, delivery and performance of this Agreement has been duly authorized by all requisite action on behalf of Centex. This Agreement has been duly executed and delivered by Centex and, assuming the due authorization, execution and delivery of this Agreement by Purchaser, constitutes the valid and binding obligation of Centex, enforceable against Centex, in accordance with its terms subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights and remedies generally, and (ii) the effect of general equitable principles, regardless of whether asserted in a proceeding in equity or at Law.

     3.4 No Conflict or Violation . The execution, delivery and performance by Centex of its obligations under this Agreement and the other agreements and instruments contemplated hereby and the consummation of the transactions contemplated hereby and thereby and the execution thereof do not and will not (a) conflict with, violate or breach any provision of its

Organizational Documents, (b) conflict with, violate or breach any provision of any lease, note, bond, mortgage, license, indenture or loan or credit agreement or other binding agreement to which Centex is a party or by which Centex may be bound, or (c) violate any order or decree of any court, arbitrator or other governmental authority against or binding upon Centex.

     3.5 Employees . The Company does not have any employees.

     3.6 Assets and Liabilities .

          (a) As of the Closing Date, following the Contribution, the only assets and properties of the Company will be its member interests in the Transferred Subsidiaries.

          (b) The Company has not conducted any business activities prior to the Effective Date and will not conduct any business activities prior to the Contribution.

          (c) The Company is not liable for or subject to any Liabilities, except as of the Closing Date for those which will be assigned to, and assumed by, the Company or, as applicable, the Transferred Subsidiaries pursuant to the Contribution Agreement.

     3.7 No Bankruptcy Proceedings . None of Centex, the Company, or any Transferred Subsidiary has made any vol