EX-10.43 SETTLEMENT AND RELEASE AGREEMENT

Exhibit 10.43

SETTLEMENT AND RELEASE AGREEMENT

     This SETTLEMENT AND RELEASE AGREEMENT (the “ Settlement Agreement ”) is made and entered into as of May 30, 2007, by and among: (i) TOUSA, Inc., f/k/a Technical Olympic USA, Inc. (“ TOUSA ”); (ii) TOUSA LLC; (iii) TOUSA Homes, L.P. (“ TOUSA Homes ”); (iv) TOI, LLC (“ TOI ” and collectively with TOUSA, TOUSA LLC, and TOUSA Homes, the “ TOUSA Entities ”); (v) TE/TOUSA, LLC (“ TE/TOUSA ”); (vi) TE/TOUSA Mezzanine Two, LLC (“ TE/TOUSA Mezz Two ”); (vii) TE/TOUSA Mezzanine, LLC (“ TE/TOUSA Mezz ”); (viii) TE/TOUSA Senior, LLC (“ TE/TOUSA Senior ”); (ix) EH/Transeastern, LLC (“ EHT ”, and collectively with TE/TOUSA, TE/TOUSA Mezz Two, TE/TOUSA Mezz, and TE/TOUSA Senior, the “ Transeastern JV Entities ”); (x) Falcone/TEP Holdings, LLC, f/k/a Falcone/Ritchie LLC (“ Falcone/Ritchie ”); (xi) TEP Holdings, Inc., f/k/a Transeastern Properties, Inc. (“ Transeastern Properties ”); (xii) Arthur J. Falcone; (xiii) Edward W. Falcone; and (xiv) those certain entities identified and listed on Schedule 1 , attached hereto and incorporated herein (collectively with Arthur J. Falcone, Edward W. Falcone, Falcone/Ritchie, and Transeastern Properties, the “ Falcone Entities ”), some of which are signatories to those certain option, construction, joint development, cooperation, and other agreements executed in connection with the development of certain tracts of land, including those agreements identified and listed on Schedule 2 and Schedule 3 , attached hereto and incorporated herein (collectively, the “ Land Bank Agreements ”). The TOUSA Entities, the Transeastern JV Entities, and the Falcone Entities, and any subsequent Person that becomes a party hereto in accordance with the terms hereof are each referred to herein as a “ Party ,” and collectively, the “ Parties ”.

W I T N E S S E T H :

     WHEREAS, EHT, Transeastern Properties, Arthur J. Falcone, Edward W. Falcone, Falcone/Ritchie and certain affiliates of the Falcone Entities included on Schedule 1 entered into that certain Asset Purchase Agreement, dated as of June 6, 2005 (the “ Asset Purchase Agreement ”), providing for, among other things, the purchase of the homebuilding business and assets of Transeastern Properties and the assignment of certain rights and the assumption of obligations under the Land Bank Agreements to EHT, including, among other things, the right to exercise certain options to purchase tracts of land subject to those Land Bank Agreements and build improvements thereon and the obligation to perform certain development and other activities in connection with such tracts of land;

     WHEREAS, TOUSA Homes and Falcone/Ritchie entered into that certain Amended and Restated Limited Liability Company Agreement dated as of July 28, 2005 (the “ TE/TOUSA Operating Agreement ”), pursuant to which, among other things, TOUSA Homes and Falcone/Ritchie were issued membership interests in TE/TOUSA (the “ Membership Interests ”);

     WHEREAS, TE/TOUSA Senior and EHT entered into that certain $450,000,000 Credit Agreement (the “ Senior Debt ”), dated as of August 1, 2005, by and among EHT and TE/TOUSA Senior, as Borrowers, Deutsche Bank Trust Company Americas (“ Deutsche Bank ”),

as Administrative Agent, and the lenders from time to time a party thereto (the “ Senior Lenders ”), which Senior Debt is secured by first liens on substantially all the assets of EHT and a pledge of the membership interests in EHT held by TE/TOUSA Senior;

     WHEREAS, pursuant to that certain Amendment No. 2 and Administrative Appointment, dated as of March 13, 2007, among EHT and TE/TOUSA Senior, Deutsche Bank, and THE CIT GROUP/BUSINESS CREDIT, INC. (“ CIT ”), CIT has replaced Deutsche Bank as Administrative Agent with respect to the Senior Debt;

     WHEREAS, TE/TOUSA Mezz entered into that certain $137,500,000 Senior Mezzanine Credit Agreement (the “ Senior Mezz Debt ”), dated as of August 1, 2005, by and among TE/TOUSA Mezz, as Borrower, Deutsche Bank, as Administrative Agent, and the lenders from time to time a party thereto (the “ Senior Mezz Lenders ”), which Senior Mezz Debt is secured by a pledge of the membership interests of TE/TOUSA Senior held by TE/TOUSA Mezz;

     WHEREAS, TE/TOUSA Mezz Two entered into that certain $87,500,000 Junior Mezzanine Credit Agreement (the “ Junior Mezz Debt ”), dated as of August 1, 2005, by and among TE/TOUSA Mezz Two, as Borrower, Deutsche Bank, as Administrative Agent, and the lenders from time to time a party thereto (the “ Junior Mezz Lenders ”), which Junior Mezz Debt is secured by a pledge of the membership interests of TE/TOUSA Mezz and TE/TOUSA Mezz Two held, respectively, by TE/TOUSA Mezz Two and TE/TOUSA;

     WHEREAS, TOUSA Homes, TOUSA and Falcone/Ritchie entered into those certain carve-out guarantees (each, a “ Carve-Out Guaranty ” and collectively, the “ Carve-Out Guarantees ”), each dated as of August 1, 2005, in connection with the issuances of the Senior Debt, the Senior Mezz Debt and the Junior Mezz Debt;

     WHEREAS, TOUSA Homes and TOUSA entered into those certain completion guarantees (each, a “ Completion Guaranty ” and collectively, the “ Completion Guarantees ”), each dated as of August 1, 2005, in connection with the issuances of the Senior Debt, the Senior Mezz Debt, and the Junior Mezz Debt;

     WHEREAS, certain disputes have arisen among the Transeastern JV Entities, the TOUSA Entities, the Senior Lenders, the Senior Mezz Lenders and the Junior Mezz Lenders relating to certain alleged defaults under the various loan documents executed and delivered in connection with the Senior Debt, the Senior Mezz Debt and the Junior Mezz Debt;

     WHEREAS, certain disputes have arisen among the Parties as to, among other things, the Land Bank Agreements and the operations and liabilities of the Transeastern JV Entities;

     WHEREAS, in full and final settlement of all their disputes and claims of any source or nature, the TOUSA Entities, the Transeastern JV Entities and the Falcone Entities have agreed to a global settlement, as set forth in this Settlement Agreement, which will be effected in the manner and subject to the conditions set forth herein; and

WHEREAS, each of the Parties has reviewed, or has had the opportunity to review, this Settlement Agreement with the assistance of their respective legal and financial advisors of their own choosing.

     NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

     Section 1. Cancellation of Membership Interests in TE/TOUSA and Tax Matters .

          (a) Each of TOUSA Homes and Falcone/Ritchie hereby agree that effective as of the day before the Effective Date (as defined herein), Section 5.2 of the TE/TOUSA Operating Agreement shall be amended in all respects to permit a “Member” (the “Withdrawing Member”), as defined in the TE/TOUSA Operating Agreement, to resign and withdraw from TE/TOUSA at any time. Upon such resignation and withdrawal, the Withdrawing Member’s Membership Interests shall be deemed cancelled and such Withdrawing Member shall have no further obligation to, and shall receive no further benefit from, TE/TOUSA, including but not limited to the Withdrawing Member’s capital contribution or any profits of TE/TOUSA. Upon and following any such resignation and cancellation, the Withdrawing Member (together with all of its members, officers, directors, employees, representatives, agents, advisors, and affiliates) shall be discharged of and from (and shall no longer be bound by) any obligation, restriction or agreement (including, without limitation, the TE/TOUSA Operating Agreement) or any covenant, terms or conditions thereof, whether express or implied, past, present or future in any way relating to or arising out of such Withdrawing Member’s direct or indirect interest as a member of the “Company” (as defined in the TE/TOUSA Operating Agreement) whether owed to the Company or to the other Member(s) of TE/TOUSA.

          (b) Upon the occurrence of the Effective Date and immediately following amendment of the TE/TOUSA Operating Agreement as set forth in Section 1(a) above, and effective as of the close of business on the day immediately preceding the Effective Date, Falcone/Ritchie shall resign and withdraw as a “Member” of TE/TOUSA, as defined in the TE/TOUSA Operating Agreement, and shall notify TE/TOUSA of such withdrawal in writing. In no event shall TOUSA Homes resign or withdraw as a “Member” of TE/TOUSA prior to the effectiveness of Falcone/Ritchie’s resignation and withdrawal from TE/TOUSA. As a Withdrawing Member, Falcone/Ritchie’s Membership Interest in TE/TOUSA shall be immediately deemed cancelled, Falcone/Ritchie shall have no ownership interest whatsoever in TE/TOUSA and Falcone/Ritchie (together with all of its members, officers, directors, employees, representatives, agents, advisors, and affiliates) shall be discharged of and from any further obligation, restriction or agreement contained in the TE/TOUSA Operating Agreement, whether owed to the Company (as defined in the TE/TOUSA Operating Agreement) or to the other Member(s) of TE/TOUSA, and such Withdrawing Member (together with all of its members, officers, directors, employees, representatives, agents, advisors, and affiliates) shall no longer be bound by any of the terms, covenants or conditions thereof. Effective as of the close of business on the day immediately preceding the Effective Date, Arthur J. Falcone, Edward W. Falcone and any Falcone Entity shall be deemed to have resigned from any and all positions as officer, director or other official postion of any of the Transeastern JV Entities. Effective as of the Effective Date, the Transeastern JV Entities

and the TOUSA Entities (together with all of their members, officers, directors, employees, representatives, agents, advisors and affiliates) shall be discharged of and from any further obligations in connection with the TE/TOUSA Operating Agreement and the Withdrawing Member and the Falcone Entities (together with all of their members, officers, directors, employees, representatives, agents, advisors, and affiliates) shall be discharged of and from any further obligations in connection with the TE/TOUSA Operating Agreement. The foregoing provision notwithstanding, and subject to Section 31 of this Settlement Agreement, in the event and to the extent that any third-party creditors of the Transeastern JV Entities shall commence or assert any claim, complaint, action or proceeding (a “ Falcone Indemnity Proceeding ”) against Falcone/Ritchie or any of its members or any officers, directors, employees, representatives, agents, advisors, and affiliates of any of the foregoing (collectively, an “ Indemnified Falcone/Ritchie Party ”) as a result of any action or inaction relating to or resulting from the operation of the Transeastern JV Entities, asserted to have been performed by any of the TOUSA Entities or the Transeastern JV Entities arising or occuring before or after the Effective Date, and which action or inaction constitutes actual fraud, actual bad faith, criminal or other intentional or willful misconduct, then to the fullest extent allowed by law, all of the TOUSA Entities shall be obligated to and shall indemnify and hold harmless each Indemnified Falcone/Ritchie Party from and against any liability, loss, judgments, cost, expense or obligation, including reasonable attorneys’ fees incurred by any such Indemnified Falcone/Ritchie Party in defending or contesting any such action, which any such Indemnified Falcone/Ritchie Party shall be obligated for or incur as a result of any such Falcone Indemnity Proceeding.

          (c) Neither TE/TOUSA nor any direct or indirect subsidiary of TE/TOUSA shall, (i) elect to be taxed as a corporation pursuant to Treasury Regulation Section 301.7701-3(c) effective on or prior to the Effective Date, (ii) convert (by merger or otherwise) into a corporation effective on or prior to the Effective Date, or (iii) transfer any of its assets in a transaction that qualifies under section 351 of the Internal Revenue of Code of 1986, as amended, on or prior to the Effective Date.

          (d) The Parties hereby agree to cause TE/TOUSA to close its books for federal, state and local income tax purposes as of the close of business on the day immediately preceding the Effective Date (in accordance with Section 706 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder and any comparable provisions of state and local law), such that no items of income, gain, loss or deduction of TE/TOUSA arising on or after the Effective Date shall be allocated to Falcone/Ritchie.

          (e) Prior to the Effective Date, subject to CIT’s consent, if and to the extent requested by the TOUSA Entities, the Falcone Entities agree that TE/TOUSA and/or EHT may enter into an agreement (the “ EHT Purchase Agreement ”) to sell certain assets to the TOUSA Entities or their assigns (the “ EHT Sale ”); provided however , (i) the Falcone Entities will not have any obligations arising out of the EHT Purchase Agreement, (ii) TOUSA shall assume the obligations of EHT to the Falcone Entities under this Settlement Agreement and indemnify the Falcone Entities on account of any claims asserted by governmental bodies or agencies and other third parties, which such claims are directly associated with the assets assigned to or purchased by EHT, (iii) such transaction will comply with Section 1(c) of this Settlement Agreement,

and (iv) the value of the assets transferred will not exceed $10,000,000.00 and the transaction shall be on terms no less favorable than could be obtained in an arm’s length transaction.

          (f) The Falcone entities hereby confirm that they have no objection to, and hereby ratify, the transfer by the TOUSA Entities of a portion of their existing interest in TE/TOUSA to another entity that is within the control of the TOUSA Entities and that any such transfer may and shall occur before the Falcone Entities withdraw from TE/TOUSA. After such transfer, such transferee shall be the holder of no more than a 1% voting interest in TE/TOUSA.

          (g) Each of Falcone/Ritchie, the TOUSA Entities, and TE/TOUSA shall, and shall cause their respective representatives to, cooperate in good faith in respect of all tax matters concerning TE/TOUSA and the transactions contemplated by this Agreement. In addition, at least 15 days prior to filing any federal or state partnership income tax return (including any amended return and any separate income tax elections or statements) for a taxable year during which Falcone/Ritchie was treated as a partner of TE/TOUSA for tax purposes, TE/TOUSA shall provide Falcone/Ritchie with copies of such tax returns for Falcone/Ritchie’s review and approval, such approval not to be unreasonably delayed or withheld.

     Section 2. Takedown of Certain Land Bank Projects .

          (a) On the Effective Date, EHT shall acquire title to the properties (the “ Acquired Land Bank Properties ”) subject to the Land Bank Agreements listed on Schedule 2 (the “ Acquired Land Bank Agreements ”), execute all documents necessary to close on the purchase of such Acquired Land Bank Properties, and pay the amounts set forth in Schedule 2 for the purchase of such properties (the “ Takedown Payments ” and each, a “ Takedown Payment ”), together with all closing costs and other expenses to be paid or assumed by EHT, solely as specified in the Acquired Land Bank Agreements, including, without limitation, State of Florida Documentary Stamps, title insurance, pro-rations of property taxes and recording fees and also including Option Payments (as defined in the respective Acquired Land Bank Agreements) payable under the respective Acquired Land Bank Agreements for the period of time ending on the closing of such purchase, as shown on invoices to be delivered by the Falcone Enitities no later than June 25, 2007. Contemporaneous with the closing of such purchases(s), the appropriate Falcone Entities and EHT shall execute all assignments and other documents (the “ Permit Transfer Documents ”) necessary and/or appropriate to cause all necessary governmental approvals, permits, pending applications and any other licenses, agreements or documents currently held or submitted (in the case of pending applications) by the respective Falcone Entity in connection with the development of the Acquired Land Bank Properties to be assigned to and assumed by EHT (the “ Closing Assignments ”). Following the Closing Date, the respective Falcone Entity shall also execute such other and further documents as may be necessary in order to effectuate such assignment, provided that such actions shall be at no cost or expense to the respective Falcone Entity and shall not cause such Falcone Entity to assume or incur any liability or obligation in connection therewith, other than costs and expenses and obligations and liabilities to its own advisors including legal counsel. Unless the TOUSA Entities provide notice to the contary by no later than June 15, 2007, EHT shall be the assignee and transferee of all agreements, approvals, permits, licenses, applications, and other documents contemplated by this Section 2(a).

          (b) Upon the closing of the sale of the properties which are the subject of the Acquired Land Bank Agreements and the execution and delivery of the Permit Transfer Documents for such closings to EHT pursuant to Section 2(a) hereof, the Transeastern JV Entities, the TOUSA Entities and the Falcone Entities will have no further liability to each other whatsoever on account of the respective Acquired Land Bank Agreements or Acquired Land Bank Properties which are the subject thereof; provided , however , TOUSA shall assume EHT’s indemnification obligations to the Falcone Entities and indemnify the Falcone Entities on account of any third-party claims directly relating to obligations which by the terms of such Acquired Land Bank Agreements are intended to survive the closing of the purchase by EHT of all such Acquired Land Bank Properties, which surviving obligations include the obligation to fully perform under any and all permits, governmental approvals and governmental or third party agreements, relating to the ownership, development, operation or sale of the Acquired Land Bank Properties, including, without limitation, the individual cable services agreements for such respective projects with Century Communications of Florida, Inc. (“ Century ”) (collectively, the “ Surviving Obligations ”). Nothing contained in this Section 2(b) shall affect Century’s obligation to indemnify EHT set forth in Section 4(a) hereof.

     Section 3. Termination of the Williams Island Project

          (a) Upon execution of this Settlement Agreement, EHT shall deliver to WI 825 Partners LLC (the “ Williams Island Owner ”) all plans and specifications, including, but not limited to, building plans and specifications, in connection with that certain Williams Island Option and Development Agreement between Transeastern Properties and Williams Island Owner, dated as of October 14, 2004, as assigned to and assumed by EHT (the “ Williams Island LBA ”). On the Effective Date, EHT shall deliver to the Williams Island Owner proof of payment by EHT of all monies due to those certain architects and engineers that developed and prepared such plans and specifications.

          (b) On the Effective Date, the Williams Island LBA shall be terminated, and the parties thereto shall be discharged of any liability to each other arising from the transactions which are the subject of the Williams Island LBA. On the Effective Date, EHT shall execute Permit Transfer Documents necessary and/or appropriate to cause all necessary governmental approvals, permits, pending applications and any other licenses, agreements or documents currently held or submitted (in the case of pending applications) by EHT in connection with the development of the Williams Island Property to be assigned to and assumed by the Williams Island Owner.

          (c) This Settlement Agreement shall constitute an irrevocable instruction to the Escrow Agent (as defined in the Williams Island LBA) to release from escrow on the Effective Date and to record the Notice of Termination of Option and Quitclaim Deed held by such Escrow Agent for the real property which is the subject of the Williams Island LBA (the “ Williams Island Property ”) in the public records of Miami Dade County, Florida together with an instrument to be delivered by CIT to the Escrow Agent terminating that certain Collateral Assignment of Contracts, Contract Rights, and Related Property (Williams Island), dated as of the 1st day of August 2005, between EHT as Assignor and Deutsche Bank as Administrative Agent for the Lenders as Assignnee, as subsequently assigned to CIT as successor Administrative Agent.

          (d) On the Effective Date, EHT shall pay, by wire transfer of immediately available funds, all monthly option payments due under the Williams Island LBA for the period ending on the Effective Date, in accordance with the Williams Island LBA and pursuant to the invoices to be delivered to EHT by the Williams Island Owner prior to the Effective Date.

          (e) On the Effective Date, EHT shall pay to Williams Island Owner a sum equal to 1/2 of 2006 property taxes in payment of the amount estimated to be due for real property taxes due for the period January 1, 2007 through and including June 30, 2007 with respect to the Williams Island Property.

          (f) Following the Effective Date, upon the issuance of invoices for each month through and including November 30, 2007 that will be provided to the TOUSA Entities by the Williams Island Owner, the TOUSA Entities shall pay to the Williams Island Owner, (i) any monthly interest due (at the contractual, non-default rate on the principal amount of the loan outstanding as of the date hereof) from the Williams Island Owner to Ocean Bank, for the period commencing on the Effective Date and ending on November 30, 2007, and (ii) an amount for each month equal to one-twelfth of the 2006 property taxes for the accrual of 2007 property taxes through November 30, 2007 (the “ Williams Island Monthly Payments ”). The Falcone Entities shall provide the TOUSA Entities with notice of any failure to make a Williams Island Monthly Payment when due (a “ Williams Island Monthly Payment Default ”). In the event a Williams Island Monthly Payment Default is not cured within five business days of receipt of the aforementioned notice from the Falcone Entities, the Falcone Entities shall no longer be bound by Section 3(k) hereof and the Falcone Entities shall be entitled to receive damages equal to the Williams Island Monthly Payments due through November 30, 2007.

          (g) At any time during the period commencing on the Effective Date through and including November 30, 2007, the Williams Island Owner may elect to build and develop the Williams Island Property for its own benefit by providing the TOUSA Entities with written notice of such election. The TOUSA Entities’ obligation to pay the Williams Island Monthly Payments shall cease as of the date of delivery of such written notice.

          (h) At any time during the period commencing on the Effective Date through and including November 30, 2007, the TOUSA Entities may elect to offer to purchase the Williams Island Property for the purchase price of $50,737,500.00 by delivering a written offer to the Williams Island Owner accompanied by a $5,000,000.00 non-refundable deposit check (the “Deposit Check”). The Williams Island Owner shall have ten business days from receipt of such written offer to accept such offer and deliver a written acceptance thereof to the TOUSA Entities. The closing on the purchase of the Williams Island Property shall occur within thirty (30) business days from Williams Island Owner’s delivery of its written acceptance to the TOUSA Entities (the “ Closing Deadline ”); provided , however , that in the event such closing does not occur on or before the Closing Deadline on account of the actions or inaction of the TOUSA Entities, the Williams Island Owner shall be entitled to retain the Deposit Check; provided further that in the event such closing does not occur on or before the Closing Deadline on account of the actions or inaction of parties other than the TOUSA Entities, the Williams Island Owner will immediately return the Deposit Check. If, however, the Williams Island Owner delivers a written notice of rejection of the TOUSA Entities’ purchase offer (a “ Rejection Notice ”), the Williams Island Owner shall be deemed to have elected to build and develop the

Williams Island Property (as contemplated by Section 3(g) above), the TOUSA Entities’ obligation to pay the Williams Island Monthly Payments shall cease as of the date of delivery of the Rejection Notice, and the Williams Island Owner shall return the Deposit Check contemporaneous with delivery of the Rejection Notice.

          (i) Unless the TOUSA Entities elect to offer to purchase the William Island Property pursuant to Section 3(h) above and the William Island Owner has not rejected such offer, at any time during the period commencing on the Effective Date through and including November 30, 2007, the Williams Island Owner may elect to sell the Williams Island Property to a third party; provided , however , that (i) the Williams Island Owner must deliver written notice of such election to the TOUSA Entities, which notice shall contain the terms of such third-party offer, and (ii) the TOUSA Entities shall have ten business days from the date of delivery of such written notice to match the offer made by such third party. In the event that the TOUSA Entities match the third party’s offer and offer to purchase the Williams Island Property by providing written notice of such election to the Williams Island Owner, the closing on such purchase shall occur in accordance with the terms and conditions of the third-party offer received by the Williams Island Owner.

          (j) For the avoidance of doubt, the TOUSA Entities shall remain obligated to pay the Williams Island Monthly Payments until the earlier of (x) November 30, 2007, (y) the date of delivery of a Rejection Notice, and (z) the date of a closing of a purchase of the Williams Island Property under Section 3(h) or Section 3(i) above.

          (k) Except with respect to the obligations expressly contained in this Settlement Agreement, upon the Effective Date, EHT and each of its directors, officers, managers, members, agents, employees, successors and assigns, shall be deemed to release any and all claims, demands, rights, actions or causes of action, liabilities, damages, losses, obligations, judgments, suits, matters, indemnification claims, and issues of any kind or nature whatsoever, known or unknown, contingent or absolute, suspected or unsuspected, disclosed or undisclosed, hidden or concealed, matured or unmatured, arising from any source whatsoever against the Williams Island Owner and each of the Williams Island Owner’s respective directors, officers, managers, members, agents, employees, partners, attorneys, legal representatives, financial advisors, successors, and assigns, solely in connection with the Williams Island Property and related documents.

          (l) Except with respect to the obligations expressly contained in this Settlement Agreement, upon the Effective Date, the Williams Island Owner, and each of the Williams Island Owner’s respective directors, officers, managers, members, agents, employees, partners, successors, and assigns shall be deemed to release any and all claims, demands, rights, actions or causes of action, liabilities, damages, losses, obligations, judgments, suits, matters, indemnification claims, and issues of any kind or nature whatsoever, known or unknown, contingent or absolute, suspected or unsuspected, disclosed or undisclosed, hidden or concealed, matured or unmatured, arising from any source whatsoever against EHT and each of its directors, officers, managers, members, agents, employees, partners, attorneys, legal representatives, financial advisors, successors, and assigns, solely in connection with the Williams Island Property and related documents.

          (m) Prior to the Effective Date, the TOUSA Entities and the Transeastern JV Entities shall (i) continue with their on-going efforts to obtain (A) approval of the final plat for the Williams Island project and (B) all development permits and approvals necessary and/or appropriate to the development of the Williams Island project, and (ii) shall keep the Williams Island Owner fully apprised of the status of such efforts. Following the Effective Date, the Williams Island Owner shall be solely responsible for the continuation of such permitting and approval process, however, the TOUSA Entities and the Transeastern JV Entities shall make available to the Williams Island Owner for consultation all employees, agents, engineers, attorneys or other parties which have been involved in the permitting and approval process for the Williams Island project at no cost to the Williams Island Owner. Neither the TOUSA Entities, the Transeastern JV Entities or the Willaims Island Owner shall have any liability or obligation to each other as a consequence of any actions taken or failed to have been taken in connection with such permitting and approval process.

     Section 4. Termination and Release of Agreements and Indemnification .

          (a) Subject to the provisions of Section 2(b) above and Sections 4(b), 4(c), 4(d), 4(e), 4(f), 4(g), 4(h) and 4(i) below, and excepting this Settlement Agreement and the agreements listed on Schedule 5 attached hereto (all of which obligations and agreements shall survive the execution of this Settlement Agreement), on the Effective Date, all agreements between or among (i) the TOUSA Entities and/or the Transeastern JV Entities and (ii) the Falcone Entities, including but not limited to the Williams Island LBA and those agreements identified and listed on Schedule 3 attached hereto and incorporated herein, shall be terminated, it being expressly understood that such termination is effective as of the Effective Date and is subject to EHT’s obligations, if any, under Section 4(b) hereof or to parties other than the Parties to this Agreement. Upon such termination, all rights, obligations, liabilities, matters and issues of any kind or nature whatsoever of any Party to another Party in connection with such agreements, including, but not limited to, liabilities for previous or future site work, any and all permits, licenses or similar approvals not expressly assumed or retained by the TOUSA Entities and/or the Transeastern JV Entities pursuant to this Settlement Agreement or the agreements listed on Schedule 5 hereto, and any and all financing arrangements, including bonds and letters of credit, shall be deemed fully released; provided , however , notwithstanding this Section 4(a) or any other provisions of this Settlement Agreement, that certain Warranty Administration Agreement, dated as of August 1, 2005, between EHT and certain of the Falcone Entities shall remain in full force and effect, without modification. For the avoidance of doubt, that certain Master Cable Services Agreement, dated January 7, 2002 (the “ Cable Services Agreement ”), between Transeastern Properties and Century, as assigned to and assumed by EHT, shall be terminated as to any projects which may hereafter be developed or constructed by EHT or its successors for which services are not presently being provided by Century and no party shall have any further obligation thereunder with regard to such future projects. Notwithstanding the foregoing, the Master Cable Services Agreement shall remain in full force and effect with regard to the projects in which Century is presently providing services (including future phases of such projects), together with the individual project cable services agreements for such projects listed on Schedule 6 attached hereto which shall also remain in full force and effect with respect to the projects which are the subject of such agreements. Century shall be obligated to indemnify and hold harmless EHT from and against any and all claims asserted against EHT by any

customers of Century resulting from deficiencies in the provision of cable, internet, and other services pursuant to the provisions of such individual project cable services agreements.

          (b) Nothing in this Settlement Agreement shall release or discharge EHT from its obligations, if any, for Assumed Liabilities (as such term is defined in, and as specified in Section 2.3 of, the Asset Purchase Agreement) owed to any party other than the Parties to this Settlement Agreement. For the avoidance of doubt, nothing in this Section 4(b) or in Section 2.3(i) of the Asset Purchase Agreement shall amend, modify, or otherwise affect: (i) the termination or extinguishment of any right, interest, agreement, claim or obligation as between or among any Parties to this Settlement Agreement, as contained elsewhere in this Settlement Agreement; (ii) any release, waiver, or indemnity set forth elsewhere in this Settlement Agreement, including the releases set forth in Section 7 and Section 8 of this Settlement Agreement; (iii) the terms of this Agreement or other agreements relating to the Land Bank Agreements listed on Schedule 3 (the “ Walkaway Land Bank Agreements ”); (iv) the Land Bank Agreements terminated prior to the purchase by EHT of property thereunder, which Land Bank Agreements are listed on Schedule 8 hereto (the “ Previously Terminated Land Bank Agreements ”); (v) the Williams Island LBA terminated pursuant to this Settlement Agreement; or (vi) any other agreement between or among the Parties contained in this Settlement Agreement. For the further avoidance of doubt, the Parties obligations under the Cable Services Agreement as of the Effective Date are subject to the terms of this Settlement Agreement pertaining to the Cable Services Agreement. Subject to Section 31 hereof, the Transeastern JV Entities and the TOUSA Entities shall continue to indemnify and hold harmless the Falcone Entities to the extent specifically set forth in Section 11.2(a)(iii) of the Asset Purchase Agreement. The Falcone Entities shall provide notice of indemnification claims arising under this Section 4(b) in accordance with the notice procedures set forth in Section 11.3 of the Asset Purchase Agreement.

          (c) The Falcone Entities shall indemnify and hold harmless the Transeastern JV Entities and the TOUSA Entities from any actions, claims or liabilities asserted by Century Marketing International, LLC for any and all losses, liabilities, costs and other expenses incurred as a result of or arising directly or indirectly out of, or in connection with that certain Sales and Marketing Agreement between EHT and Century Marketing International LLC dated August 1, 2005, other than willful misconduct and/or gross negligence of the Transeastern JV Entities and the TOUSA Entities.

          (d) It is understood and agreed that as of the Effective Date, the TOUSA Entities and the Transeastern JV Entities shall be deemed to waive and release any right, claim, complaint, cause of action or entitlement of any nature whatsoever against the Waterford Landing Community Development District, including, without limitation, the proceeds of any bond anticipation notes or bonds issued by such entity, and against any entity which may receive payment of all or any portion of such proceeds.

          (e) Notwithstanding any provisions to the contrary contained herein, the Parties agree that subsequent to the Effective Date, TOUSA shall indemnify the Falcone Entities which are “Owners” under the Land Bank Agreements listed on Schedule 7 attached hereto on account of third-party claims directly relating to any Surviving Obligations thereunder.

          (f) Notwithstanding any provisions to the contrary contained herein, subsequent to the Effective Date, EHT (together with its successors and/or assigns) and the Falcone Entities shall remain liable and obligated for the performance of the tax-related obligations set forth in Section 8.3 of the Asset Purchase Agreement.

          (g) Notwithstanding any provisions to the contrary contained herein, subsequent to the Effective Date, EHT (together with its successors and/or assigns) and the Falcone Entities shall remain obligated to comply with Section 8.4(d) of the Asset Purchase Agreement (relating generally to access to personnel files) and Section 13.6 of the Asset Purchase Agreement (relating generally to access to certain books and records).

          (h) Notwithstanding any provisions to the contrary contained herein, upon the execution of this Settlement Agreement, the TOUSA Entities and the Transeastern JV Entities agree that the Falcone Entities shall no longer be bound by the terms of Section 8.1(a) of the Asset Purchase Agreement, which section shall be terminated and have no further force and effect.

          (i) Within thirty days of the Effective Date, the Transeastern JV Entities shall re-commence development of the Live Oak II project in order to complete the various subdivision improvements and obtain approvals from the Southwest Florida Water Management District as required by Hillsborough County as a condition to the issuance of certificates of occupancy or use for commercial and/or retail property originally included within the Live Oak Preserve PUD. The Transeastern JV Entities shall diligently continue such development activities in order to achieve the timely completion of such improvements. In the event that Hillsborough County shall refuse to issue certificates of occupancy or use for any commercial or retail space originally located within the Live Oak Preserve PUD as a result of the failure of the Transeastern JV Entities to complete such development activities, the Transeastern JV Entities shall, solely to the extent required by Hillsborough County as a condition to the issuance of certificates of occupancy or use, post a bond or other form of financial security with Hillsborough County to secure the timely completion of such improvements.

     Section 5. Cummer Development Projects .

          (a) Prior to the date hereof, that certain Option and Development Agreement between Nickmatdan Landbank, LLC and Transeastern Properties, dated as of May 31, 2005, as assigned to and assumed by EHT, and any related agreements, including without limitation the Cooperation Agreement among South Jacksonville Properties, LLC, BF South Jacksonville Properties, LLC, Nickmatdan Landbank, LLC, EHT, TOUSA Homes and CW Twin Creeks, LLC, dated August 1, 2005, and all modifications thereto, that concern that certain development project known as “Cummer” (the “ Cummer Development Project ”) have been terminated as to each respective party and the Parties have executed a certain Settlement and Release Agreement dated March 30, 2007. The Parties hereby acknowledge and confirm that such Settlement and Release Agreement shall not apply or be effective with regard to any obligations or agreements which may arise from the consummation of the proposed transaction contemplated by Section 5(b) below.

          (b) Notwithstanding anything contained herein, the TOUSA Entities and the Falcone Entities agree to work towards an agreement by June 20, 2007, pursuant to which the TOUSA Entities would purchase the properties associated with the Cummer Development Project from the Falcone Entities after the Effective Date; provided , however , such purchase is subject to entering into agreements, and the TOUSA entities obtaining third-party financing for not less than 90% of the purchase price, in each case satisfactory to the TOUSA Entities in their sole discretion. It is understood that the purchase price for the Cummer Development Project properties is contemplated to be $90 million. In the event an agreement for the purchase of the properties associated with Cummer Development Project is not entered into by June 20, 2007, the TOUSA Entities shall have no further obligation under this Section 5(b) and the settlement and release agreement referenced in Section 5(a) shall remain in full force and effect.

     Section 6. On-Going Obligations of the Parties and Indemnification . The following obligations of the Parties (the “ Post Effective Date Obligations ”) shall survive the Effective Date, notwithstanding the provisions of this Settlement Agreemen