Edgar Filing: NEWMARK HOMES CORP

SCHEDULE 14C INFORMATION

INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934

Check the appropriate box:
[X] Preliminary Information Statement [ ] Confidential, for Use of
the Commission Only (as
permitted by Rule
14c-5(d)(2))
[ ] Definitive Information Statement

NEWMARK HOMES CORP.
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(Name of Registrant as Specified in its Charter)

Payment of Filing Fee (check the appropriate box):

[ ] No fee required.

[X] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

1) Title of each class of securities to which transaction applies:

Engle Holdings Corp. common stock, par value $0.01 per share.
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2) Aggregate number of securities to which transaction applies:

9,500 shares of Engle Holdings Corp. common stock, par value $0.01 per
share.
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):

$259,558,000 (book value of Engle Holdings Corp. computed as of December
31, 2001, the latest practicable date prior to the date of filing).
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4) Proposed maximum aggregate value of transaction:

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5) Total fee paid:

$23,879.34
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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

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2) Form, Schedule or Registration Statement No.:

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3) Filing Party:

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4) Date Filed:

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NEWMARK HOMES CORP.
1200 SOLDIERS FIELD DRIVE
SUGAR LAND, TEXAS 77479

INFORMATION STATEMENT
APRIL 22, 2002

To the Stockholders of NEWMARK HOMES CORP.:

We are pleased to inform you that our board of directors and our
stockholder holding 80% of the outstanding voting shares of our common stock
have approved the following:

(1) The merger of Engle Holdings Corp., a Delaware corporation ("Engle
Holdings") with and into us (the "Merger"), under the terms and conditions
specified in the Agreement and Plan of Merger among us, Engle Holdings and
Technical Olympic, Inc. ("Technical Olympic") as the sole stockholder of
Engle Holdings (the "Merger Agreement"); and

(2) The amendment of our certificate of incorporation to (i) increase
the number of authorized shares of common stock from 30,000,000 to
67,000,000, (ii) increase the maximum number of authorized directors on our
board from 10 to 15 directors and (iii) change our corporate name to
"Technical Olympic USA, Inc." (the "Charter Amendment").

We refer to the Merger and the Charter Amendment collectively as the "Merger
Transactions." Details of the Merger and the Charter Amendment are described in
this Information Statement and in the attached Exhibits A and B, respectively.

WE ARE NOT ASKING YOU FOR A PROXY OR TO CONSENT TO THE MERGER TRANSACTIONS
AND YOU ARE NOT REQUESTED TO SEND US A PROXY OR TO TAKE ANY OTHER ACTION.

After a series of meetings and after carefully and thoroughly reviewing and
analyzing the proposed transactions, and after consulting with outside financial
advisors on the fairness of the proposed transactions from a financial point of
view, a special committee of our board of directors (the "Special Committee")
approved the Merger Transactions. The Special Committee consists of our four
independent directors and was delegated the authority by the board of directors
to evaluate and consider the Merger Transactions. Thereafter, our board of
directors unanimously approved the Merger Transactions and recommended the
Merger to our stockholders for approval on April 5, 2002. Stockholder approval
of the Merger Transactions was obtained by a written consent in lieu of a
stockholders' meeting signed by Technical Olympic, the holder of 80% of our
outstanding shares, dated April 5, 2002 pursuant to Section 228 of the Delaware
General Corporation Law. Because Technical Olympic holds the requisite voting
power under Delaware corporate law and the provisions of our certificate of
incorporation to approve each of the Merger Transactions without additional
stockholders' consent, we are not calling a special meeting of the stockholders
in respect of the Merger Transactions and are not asking you for a proxy or
consent. Engle Holdings' board of directors approved and recommended the Merger
to Engle Holdings' sole stockholder and then Engle Holdings' sole stockholder,
Technical Olympic, approved the Merger, in unanimous written consents of the
directors and stockholder dated April 5, 2002.

Pursuant to the Merger Agreement and as explained more fully in this
Information Statement, Engle Holdings will be merged with and into us on the
date the Merger becomes effective (the "Effective Date"), which we expect to be
on or about May 31, 2002. On the Effective Date, the separate existence of Engle
Holdings will cease and we will survive the Merger and will continue to be
governed by the laws of the State of Delaware. As a consequence of the Merger,
Engle Homes, Inc. ("Engle Homes"), a Florida corporation and wholly-owned
operating subsidiary of Engle Holdings, will become our wholly-owned subsidiary.

all of which are held by Technical Olympic. Thus, based on the last sale price
of our common stock on April 5, 2002, Engle Holdings would be valued at $243.2
million.

The Merger is subject to certain conditions, including the closing of the
proposed refinancing of our outstanding debt and Engle Homes' outstanding debt
(including the retirement or defeasance of specified borrowings) on terms
acceptable to our board of directors and as described in the section entitled
"The Merger -- The Refinancing" (the "Refinancing"). In addition, immediately
prior to the Merger we will assume a $71 million obligation of Technical Olympic
incurred in connection with its acquisition of Engle Homes in November 2000 (the
"Engle Homes Acquisition Debt"). We will repay the Engle Homes Acquisition Debt
as part of the Refinancing. See "The Merger -- The Refinancing." The Special
Committee and its financial advisors considered our assumption of the Engle
Homes Acquisition Debt in evaluating the ratio for the exchange of each Engle
share into shares of our common stock pursuant to the Merger.

Currently, our authorized capital stock consists of 30,000,000 shares of
common stock, par value $0.01 per share, and 3,000,000 shares of preferred
stock, par value $0.01 per share. As of April 5, 2002, we had 11,500,000 shares
of our common stock outstanding and no shares of preferred stock outstanding. In
the Merger, we will issue 16,378,787 new shares, which will result in Technical
Olympic owning 25,578,787 shares of our common stock, representing 91.75% of our
outstanding common stock after the Merger. Consequently, to accomplish the
Merger we will amend our certificate of incorporation to increase the number of
authorized shares of common stock from 30,000,000 to 67,000,000 shares, as set
forth in the Charter Amendment. Pursuant to the Charter Amendment and the
amendment of our bylaws, we will also increase the maximum number of authorized
directors on our board from 10 to 15 directors and change our corporate name to
"Technical Olympic USA, Inc."

Our common stock trades on the Nasdaq National Market under the symbol
"NHCH." On April 5, 2002, the last sale price of our common stock was $14.85, as
reported by the Nasdaq National Market. Upon completion of the Merger
Transactions, we will file an amendment to our Nasdaq listing application to
change the symbol our stock trades under to the symbol "TOUS."

On April 6, 2002, we entered into a stock purchase agreement pursuant to
which we will sell all the stock of one of our wholly-owned subsidiaries,
Westbrooke Acquisition Corp., a Delaware corporation, and its operating
subsidiaries (which we refer to collectively as, "Westbrooke") to Standard
Pacific Corp., a Delaware corporation ("Standard Pacific"), for approximately
$41 million in cash (the "Westbrooke Sale"). An adjustment (either upwards or
downwards) to the purchase price may occur within 90 days of the closing date of
the Westbrooke Sale based on Westbrooke's net income from January 1, 2002
through the closing date. In addition, on the effective date of the Westbrooke
Sale, Standard Pacific will satisfy approximately $54 million of Westbrooke's
debt that includes approximately $14 million of intercompany liabilities owed to
Newmark. The amounts will be adjusted for other capital activity through the
closing date. We expect the Westbrooke Sale, which is subject to the
satisfaction of certain conditions, to become effective on or about April 12,
2002. For more information on the Westbrooke Sale and its impact on our
business, see "Our Business -- Recent Developments" and "Financial Information."

Technical Olympic acquired Engle Homes in November 2000 through a merger
with Technical Olympic's wholly-owned subsidiary, Engle Holdings. As a result,
the common stock of Engle Homes ceased to be publicly traded and was therefore
delisted from the Nasdaq National Market. Thus, neither Engle Holdings nor Engle
Homes is subject to the reporting requirements of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). Under the terms of indentures dated
February 2, 1998 and June 12, 1998, respectively, under which Engle Homes issued
certain debt while it was publicly held, Engle Homes is contractually obligated
to file annual and quarterly reports with the Securities and Exchange Commission
(the "SEC").

We believe that the Merger Transactions will increase stockholder value.
The combined company on a pro forma basis (after giving effect to the Westbrooke
Sale, the Merger Transactions and the Refinancing) would have had a total
capitalization of $724 million as of December 31, 2001, and revenues and EBITDA
of $1.4 billion and $187.2 million, respectively, for the year ended December
31, 2001. We believe that the potential benefits of the Merger Transactions
provide us with a unique opportunity to enhance the value of your investment in
us.
2

This Information Statement was first mailed or delivered to our
stockholders on or about April 22, 2002. This Information Statement constitutes
notice to our stockholders of corporate action by stockholders without a meeting
as required by Section 228(e) of the Delaware General Corporation Law. Please
note that this is not a request for your vote or a proxy; rather, this
Information Statement is being furnished to our stockholders solely to provide
them with certain information regarding the Merger and the Charter Amendment in
accordance with the requirements of the Exchange Act and the regulations
promulgated thereunder, particularly Regulation 14C, and Section 228(e) of the
Delaware General Corporation Law. We are bearing the cost of this Information
Statement.

By Order of the Board of Directors,

/s/ TERRY C. WHITE
--------------------------------------
TERRY C. WHITE
Secretary

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS.................................. iii
SUMMARY..................................................... 1
In General................................................ 1
The Merger Transactions................................... 1
The Companies............................................. 4
Recent Developments....................................... 4
Summary of Selected Financial Information................. 4
INTEREST OF CERTAIN PERSONS IN THE MERGER................... 4
RISK FACTORS................................................ 5
Risk Related to Our Business.............................. 5
Risk Related to Our Industry.............................. 6
Risks Related to the Merger............................... 8
THE MERGER.................................................. 9
Background of the Merger.................................. 9
Our Business.............................................. 11
Engle's Business.......................................... 18
Combined Operations....................................... 22
Merger Agreement and Related Matters...................... 24
Reasons for the Merger.................................... 25
Ownership After the Merger................................ 26
Opinion of Deutsche Banc Securities Inc., Financial
Advisor to the Special Committee....................... 26
No Appraisal Rights....................................... 30
The Refinancing........................................... 30
FINANCIAL INFORMATION....................................... 32
Selected Historical Consolidated Financial and Operating
Data for Newmark....................................... 32
Selected Historical Consolidated Financial and Operating
Data for Engle Homes................................... 33
Technical Olympic USA, Inc. Unaudited Pro Forma Combined
Consolidated Financial Statements...................... 33
Capitalization............................................ 39
Federal Income Tax Treatment of the Merger................ 39
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION.................................. 40
Newmark................................................... 40
Engle..................................................... 45
Impact of New Accounting Standards........................ 50
Technical Olympic USA, Inc. .............................. 51
RELATED PARTY AGREEMENTS AND TRANSACTIONS................... 53
Tax Allocation Agreements................................. 53
Management Services Agreement............................. 53
Mortgage Company Business................................. 53
Title Company Business.................................... 54
Contractor Agreements..................................... 54

MANAGEMENT................................................................................................... 55
Our Board of Directors..................................................................................... 55
Family Relationships....................................................................................... 56
Compensation of Directors.................................................................................. 56
Our Management............................................................................................. 56
Employment Agreements...................................................................................... 57
VOTING SECURITIES AND THE PRINCIPAL HOLDERS THEREOF.......................................................... 58
WHERE YOU CAN FIND MORE INFORMATION.......................................................................... 59
DOCUMENTS INCORPORATED BY REFERENCE.......................................................................... 60
EXHIBIT LIST................................................................................................. 61

FORWARD-LOOKING STATEMENTS

This Information Statement includes "forward-looking statements." In
general, any statement other than a statement of historical fact is a
forward-looking statement. These statements appear in a number of places in this
Information Statement and include statements regarding our industry and our
prospects, plans, future financial position, operations and business strategy.
Forward-looking statements generally can be identified by the use of
forward-looking terminology such as "may," "will," "expect," "intend,"
"estimate," "anticipate," "believe," or "continue" or the negatives of these
terms or variations. Any such forward-looking statements are not assurances of
future performance and involve risks and uncertainties. Important factors that
could cause actual results to differ materially from anticipated results are set
forth below and included elsewhere in this Information Statement, including
under the heading "Risk Factors" beginning on page 5. These factors include,
among others:

- our significant level of debt;

- our ability to borrow or otherwise finance our business in the future;

- our geographic concentration;

- our ability to locate lots or parcels of land at anticipated prices;

- our relationship with Technical Olympic and its control over our board
and business activities;

- economic conditions that affect the desire or ability of our customers to
purchase new homes in markets in which we conduct our business;

- a decline in the demand for housing;

- an increase in the cost of, or shortages in the availability of, skilled
labor or construction materials;

- an increase in interest rates;

- our ability to compete in our existing and future markets;

- an increase or change in governmental regulation; and

- our ability to successfully integrate Engle's operations with ours.

We urge you to review carefully the section "Risk Factors" in this
Information Statement for a more complete discussion of the risks related to our
business and industry.

iii

SUMMARY

The following is a summary of certain information contained elsewhere in
this Information Statement. This summary may not contain all of the information
that is important to you. You should carefully read this Information Statement
and the Exhibits, as well as the information we incorporate by reference, in
their entirety.

As used in this Information Statement, unless the context otherwise
requires or unless otherwise stated, the terms "Newmark," "we," "us," and "our"
refer to Newmark Homes Corp. and its subsidiaries, including Westbrooke, and not
to Engle Holdings, Engle Homes or to Technical Olympic. The term "Engle" refers
to Engle Holdings and its subsidiaries, including Engle Homes. The term
"Westbrooke" refers to Westbrooke Acquisition Corp. and its subsidiaries.

IN GENERAL

We are pleased to inform you that our board of directors and our
stockholder holding 80% of the outstanding voting shares of our common stock
have approved the following:

(1) The merger of Engle Holdings Corp., a Delaware corporation ("Engle
Holdings") with and into us (the "Merger"), under the terms and conditions
specified in the Agreement and Plan of Merger among us, Engle Holdings and
Technical Olympic, Inc. ("Technical Olympic"), as the sole stockholder of
Engle Holdings (the "Merger Agreement"), a copy of which is attached as
Exhibit A; and

(2) The amendment of our certificate of incorporation to (i) increase
the number of authorized shares of common stock from 30,000,000 to
67,000,000, (ii) increase the maximum number of authorized directors on our
board from 10 to 15 and (iii) change our corporate name to "Technical
Olympic USA, Inc." (the "Charter Amendment"), as more particularly
described in the Amendment to the Certificate of Incorporation of Newmark
Homes Corp. attached as Exhibit B.

We refer to the Merger and the Charter Amendment collectively as the "Merger
Transactions."

After a series of meetings and after carefully and thoroughly reviewing and
analyzing the proposed transactions, and after consulting with outside financial
advisors on the fairness of the proposed transactions from a financial point of
view, the Special Committee approved the Merger Transactions. Thereafter, our
board of directors approved the Merger Transactions and recommended the Merger
to our shareholders for approval on April 5, 2002. Stockholder approval of the
Merger Transactions was obtained by a written consent in lieu of a stockholders'
meeting signed by Technical Olympic dated April 5, 2002 pursuant to Section 228
of the Delaware General Corporation Law. On that date, 11,500,000 shares of our
common stock were outstanding and each share entitled its holder to one vote.
The holders of a majority of our outstanding common stock, or 5,750,001 votes,
were required to adopt the Merger Agreement and to approve the Charter
Amendment. On April 5, 2002, Technical Olympic held 9,200,000 shares of our
common stock, representing 80% of our issued and outstanding common stock. Engle
Holdings' board of directors approved and recommended the Merger Transactions to
Engle Holdings' sole stockholder and then Engle Holdings' sole stockholder,
Technical Olympic, approved the Merger, in unanimous written consents of the
directors and stockholder dated April 5, 2002.

Because Technical Olympic held and voted the requisite number of shares
under Delaware corporate law and the provisions of our certificate of
incorporation to approve each of the Merger Transactions, we are not calling a
special meeting of the stockholders in respect of the Merger Transactions and
are not asking you for a proxy or consent.

THE MERGER TRANSACTIONS

be governed by the laws of the State of Delaware. Engle Homes, the wholly-owned
operating subsidiary of Engle Holdings, will become our wholly-owned subsidiary
as a result of the Merger.

In the Merger, each outstanding share of Engle Holdings' common stock, par
value $0.01 per share, will be converted into 1,724.08294 shares of our common
stock, par value $0.01 per share. As of April 5, 2002, there were 9,500 shares
of Engle Holdings common stock, par value $0.01 per share, issued and
outstanding, all of which are held by Technical Olympic. Thus, based on the last
sale price of our common stock on April 5, 2002, Engle Holdings would be valued
at $243.2 million.

We and Engle are under the common control of Technical Olympic. As a
result, the Merger is being accounted for in a manner similar to a
pooling-of-interests. Upon the closing of the Merger, we will initially record
the assets and liabilities transferred at the amounts at which they are carried
in Engle's accounts on the date of the Merger.

The Merger is subject to certain conditions, including the closing of the
Refinancing. In addition, immediately prior to the Merger, we will assume the
Engle Homes Acquisition Debt, which will be repaid as part of the Refinancing.
See "The Merger -- The Refinancing." The Special Committee and its financial
advisor considered our assumption of the Engle Homes Acquisition Debt in
evaluating the ratio for the exchange of each Engle Holdings share into shares
of our common stock pursuant to the Merger.

Currently, our authorized capital stock consists of 30,000,000 shares of
common stock, par value $0.01 per share, and 3,000,000 shares of preferred
stock, par value $0.01 per share. On April 5, 2002, we had 11,500,000 shares of
our common stock outstanding and no shares of preferred stock outstanding. In
the Merger, we will issue 16,378,787 new shares, which will result in Technical
Olympic owning 25,578,787 shares of our common stock, representing 91.75% of our
outstanding common stock after the Merger. Consequently, to accomplish the
Merger we will amend our certificate of incorporation to increase the number of
authorized shares of common stock from 30,000,000 to 67,000,000 shares, as set
forth in the Charter Amendment. Pursuant to the Charter Amendment and the
amendment of our bylaws, we will also increase the maximum number of authorized
directors on our board from 10 to 15 directors and change our corporate name to
"Technical Olympic USA, Inc."

Important Terms of the Merger:

Conditions to Closing the
Merger........................ The Merger Agreement provides that the
respective obligations of each of the parties
to effect the Merger are subject to the
satisfaction or waiver of a number of
conditions. In addition, the Merger is
contingent upon the closing of the Refinancing.

Effectiveness of the Merger... The Merger will become effective at the time a
Certificate of Merger is filed with and
recorded by the Secretary of State of the State
of Delaware.

Consideration for the
Merger........................ On the Effective Date, Engle Holdings will be
merged with and into us, and each issued and
outstanding share of Engle Holdings' common
stock will be converted into 1,724.08294 shares
of our common stock. This exchange rate will
result in Technical Olympic, which currently
holds 80% of our outstanding common stock,
owning 25,578,787 shares of our common stock,
representing 91.75% of our common stock
outstanding after the Merger.

Fractional Shares............. No fractional shares of our common stock will
be issued in the Merger. If the conversion
ratio would result in a fractional number of
shares of our common stock being issued, the
number of shares of our common stock issuable
in the Merger will be rounded down to the next
whole number.

Effect of the Merger.......... Engle Holdings will be merged with and into us
on the Effective Date. The separate existence
of Engle Holdings will cease and we
2

will survive the Merger and will continue to be
governed by the laws of the State of Delaware.
Engle Homes, the wholly-owned operating
subsidiary of Engle Holdings, will become our
wholly-owned subsidiary as a result of the
Merger. To accomplish the Merger we will need
to amend our certificate of incorporation to
increase authorized shares of common stock from
30,000,000 shares to 67,000,000 shares, as set
forth in the Charter Amendment. Pursuant to the
Charter Amendment we will also increase the
maximum number of authorized directors on our
board from 10 to 15 directors and change our
corporate name to "Technical Olympic USA, Inc."

Federal Income Tax
Consequences.................. The Merger will constitute a reorganization
within the meaning of Section 368(a) of the
Internal Revenue Code of 1986, as amended. No
gain or loss will be recognized by us or our
stockholders as a consequence of the Merger. A
stockholder's aggregate tax basis in our common
stock after the Merger will be the same as such
holder's aggregate tax basis in the shares of
our common stock immediately prior to the
Merger.

Representations and
Warranties.................... Each party to the Merger Agreement makes
representations and warranties to the other
parties. The representations and warranties of
each of the parties will not survive closing,
except Technical Olympic's representations and
warranties relating to the conduct of Engle's
business since November 2000 (when Technical
Olympic purchased Engle) and to Technical
Olympic's lack of knowledge regarding any
undisclosed Engle liabilities, which
representations and warranties will survive for
six months following the closing of the Merger.

Changes in Management......... Contemporaneously with the Merger, we will make
certain management changes as discussed under
"The Merger -- Changes in Management" below.

Termination of the Merger
Agreement..................... Before the closing of the Merger, the parties
may agree by mutual written consent to
terminate the Merger. Any of the parties may
terminate the Merger Agreement if the Merger is
not consummated on or before December 31, 2002,
unless the failure to consummate the Merger is
the result of a default by the party seeking to
terminate the Merger Agreement, or if a court
or governmental entity issues an order, decree
or ruling enjoining, restraining or otherwise
prohibiting the consummation of the Merger.

Reasons for the Merger........ We believe that the Merger will expand our
markets and increase our geographic
diversification; increase our operating
efficiencies as a result of economies of scale;
improve our purchasing power with respect to
subcontractors and suppliers; increase our
leverage with brokers and land owners to obtain
rights to the most attractive properties in our
markets; strengthen our management team by
combining our management with Engle Homes'
management; and enhance our access to capital.

Fairness Opinion. Deutsche Banc Securities Inc. ("DB") has delivered a
written opinion dated April 4, 2002 to the Special Committee, consisting of our
four independent directors, to the effect that, as of April 4,

2002 and based upon and subject to certain matters stated therein, the
Conversion Ratio (as defined in the opinion) is fair, from a financial point of
view, to the holders of our common stock, other than Technical Olympic. DB'S
OPINION IS ADDRESSED TO THE SPECIAL COMMITTEE AND RELATES TO THE FAIRNESS TO THE
HOLDERS OF OUR COMMON STOCK (OTHER THAN TECHNICAL OLYMPIC) OF THE MERGER FROM A
FINANCIAL POINT OF VIEW AND DOES NOT CONSTITUTE A RECOMMENDATION TO ANY
STOCKHOLDER WITH RESPECT TO MATTERS RELATING TO THE MERGER. The full text of the
written opinion dated April 4, 2002 of DB is attached hereto as Exhibit C and
details the procedures followed, assumptions made, matters considered and
limitations on the review undertaken by DB in connection with such opinion. See
"The Merger -- Opinion of Deutsche Banc Securities Inc., Financial Advisor to
the Special Committee."

THE COMPANIES

Newmark. We design, build and sell single-family homes, town homes and
patio homes in seven markets in Texas, Florida, Tennessee and North Carolina.

Engle. Engle designs, builds and sells single-family homes, town homes,
patio homes and condominiums in seven markets in Texas, Florida, Colorado,
Virginia and Arizona.

Technical Olympic. Technical Olympic is a wholly-owned, indirectly-held
subsidiary of Technical Olympic S.A., a Greek corporation publicly traded on the
Athens Stock Exchange that is engaged principally in infrastructure and real
estate development in Greece and other European countries and, indirectly
through Newmark and Engle, in the United States.

RECENT DEVELOPMENTS

On April 6, 2002, we entered into a stock purchase agreement pursuant to
which we will sell Westbrooke to Standard Pacific for approximately $41 million
in cash. An adjustment (either upwards or downwards) to the purchase price may
occur within 90 days of the closing date of the Westbrooke Sale based on
Westbrooke's net income from January 1, 2002 through the closing date. In
addition, on the effective date of the Westbrooke Sale, Standard Pacific will
satisfy approximately $54 million of Westbrooke's debt that includes
approximately $14 million of intercompany liabilities owed to Newmark. The
amounts will be adjusted for other capital activity through the closing date. We
expect the Westbrooke Sale, which is subject to the satisfaction of certain
conditions, to become effective on or about April 12, 2002. For more information
on the Westbrooke Sale and its impact on our business, see "Our
Business -- Recent Developments" and "Financial Information."

SUMMARY OF SELECTED FINANCIAL INFORMATION

For certain historical consolidated financial data for both Engle and us
and pro forma combined financial data which gives effect to the Westbrooke Sale,
the Merger and the Refinancing, see "Financial Information."

INTEREST OF CERTAIN PERSONS IN THE MERGER

Engle Holdings is a wholly-owned subsidiary of Technical Olympic. Technical
Olympic also owns 80% of our outstanding common stock. We were not required to
solicit proxies to obtain stockholder approval for the Merger and the Charter
Amendment because Technical Olympic, as our majority stockholder, approved the
Merger Transactions by written consent in lieu of a stockholders' meeting.

RISK FACTORS

The following risk factors apply to the combined businesses of Newmark and
Engle following the Merger. References to "our," "we" or "us" in this section
only refer to the combined business which is the surviving corporation in the
Merger. You should carefully consider each of the following factors, as well as
other information contained in this Information Statement.

RISK RELATED TO OUR BUSINESS

OUR SIGNIFICANT LEVEL OF DEBT COULD ADVERSELY AFFECT OUR FINANCIAL CONDITION
AND PREVENT US FROM FULFILLING OUR DEBT SERVICE OBLIGATIONS.

We currently have, and after the completion of the Merger will continue to
have, a significant amount of debt. As of December 31, 2001, we would have had
on a pro forma basis (after giving effect to the Westbrooke Sale, the Merger
Transactions and the Refinancing) approximately $406.8 million aggregate
principal amount of outstanding debt (including Engle's 9 1/4% senior notes due
2008 with respect to which, as part of the Refinancing, we intend to deposit
approximately $13 million with the trustee to defease the covenants thereunder
and the Engle Homes Acquisition Debt that we are assuming prior to the Merger
and repaying pursuant to the Refinancing; see "The Merger -- The Refinancing").
We also would have had the capacity to borrow an additional $175.0 million under
our new credit facility, subject to us satisfying the relevant borrowing
conditions in that facility. In addition, subject to restrictions in our
financing documents, we may incur additional debt.

The level of our debt could have important consequences, including:

- making it more difficult for us to pay interest and principal with
respect to our debt;

- requiring us to dedicate a substantial portion of our cash flow from
operations for interest and principal payments on our debt and reducing
our ability to use our cash flow to fund working capital, acquisitions
and other general corporate requirements;

- limiting our ability to obtain additional financing to fund working
capital, acquisitions and other general corporate requirements;

- increasing our vulnerability to general adverse economic and industry
conditions;

- limiting our flexibility in planning for, or reacting to, changes in our
business and the industry in which we operate;

- placing us at a disadvantage compared to our competitors who are less
leveraged; and

- exposing us to fluctuations in interest rates with respect to that
portion of our debt which is at a variable rate of interest.

Our ability to meet our debt service obligations depends on our future
performance as well as the housing market in general. Numerous factors outside
of our control, including changes in economic or other business conditions
generally or in the markets or industry in which we do business, may adversely
affect our operating results and cash flows which in turn may affect our ability
to meet our debt service obligations. If we are unable to meet our debt service
obligations, we could be forced to restructure or refinance our debt, seek
additional equity capital or sell assets. We may be unable to restructure or
refinance our debt, obtain additional financing or sell assets on satisfactory
terms or at all.

WE MAY NEED ADDITIONAL FUNDS FOR THE GROWTH AND DEVELOPMENT OF OUR BUSINESS
AND IF WE ARE UNABLE TO OBTAIN THESE FUNDS, WE MAY NOT BE ABLE TO EXPAND OUR
BUSINESS AS PLANNED.

Our operations require significant amounts of cash. While we do not
anticipate any need for additional sources of financing following the closing of
the Refinancing to operate our existing business, if our business does not
achieve the levels of profitability or generate the amount of cash that we
anticipate or if we expand through acquisitions or growth through operations
faster than anticipated, we may need to seek additional debt

or equity financing to operate and expand our business. If we are unable to
obtain sufficient capital to fund our growth and development initiatives, it
could adversely affect our earnings and future growth. We may be unable to
obtain additional financing on satisfactory terms or at all.

If additional funds are raised through the incurrence of debt, we will
incur increased debt service costs and may become subject to additional
restrictive financial and other covenants. Moreover, the instruments governing
the debt we incur pursuant to the Refinancing will contain provisions that
restrict the amount of debt we may incur.

OUR BUSINESS OPERATIONS ARE GEOGRAPHICALLY CONCENTRATED AND ECONOMIC DOWNTURNS
IN THE GEOGRAPHIC AREAS IN WHICH WE OPERATE WOULD ADVERSELY AFFECT OUR
BUSINESS.

Although we operate in 11 major metropolitan areas, our operations are
concentrated in the southwestern and southeastern United States. Adverse
economic or other business conditions in these regions or in the particular
markets in which we operate, all of which are outside of our control, could have
a material adverse impact on our revenues and earnings.

WE MAY NOT BE ABLE TO ACQUIRE SUITABLE LAND AT REASONABLE PRICES, WHICH COULD
ADVERSELY AFFECT OUR BUSINESS.

We have experienced an increase in competition for available land and
developed lots in some of our market areas as a result of the strength of the
economy in many of these markets over the past few years and the availability of
more capital to major homebuilders. Our ability to continue development
activities over the long term depends upon our ability to locate suitable
parcels of land or developed lots and acquire them to support our homebuilding
operations. As competition for land increases, the cost of acquiring it may rise
and the availability of suitable parcels at acceptable prices may decline. If we
are unable to acquire suitable land or developed lots at reasonable prices, it
could limit our ability to develop new projects or result in increased land
costs which we may not be able to pass through to our customers. Both of these
factors could adversely affect our earnings.

TECHNICAL OLYMPIC, OUR MAJORITY STOCKHOLDER, WILL CONTINUE TO CONTROL US AFTER
THE MERGER AND CAN CAUSE US TO TAKE CERTAIN ACTIONS OR PRECLUDE US FROM TAKING
CERTAIN ACTIONS WITHOUT THE APPROVAL OF THE OTHER STOCKHOLDERS.

Currently, Technical Olympic owns 80% of the voting power of our common
stock. Following the Merger, Technical Olympic will own 25,578,787 shares of our
common stock, representing 91.75% of the voting power of our common stock. As a
result, Technical Olympic will retain the ability to control all fundamental
matters affecting us, including with respect to the election of our directors
and the outcome of any matter submitted to our board of directors or our
stockholders for approval.

RISK RELATED TO OUR INDUSTRY

CHANGES IN ECONOMIC OR OTHER BUSINESS CONDITIONS COULD ADVERSELY AFFECT OUR
BUSINESS.

The homebuilding industry historically has been cyclical and is affected
significantly by adverse changes in general and local economic conditions, such
as:

- employment levels;

- population growth;

- consumer confidence and stability of income levels;

- availability of financing for land acquisitions, construction and
permanent mortgages;

- interest rates;

- inventory levels of both new and existing homes;

- supply of rental properties; and

- conditions in the housing resale market.

One or more of these conditions, all of which are outside of our control, could
adversely affect demand and the prices for new homes in some or all of the
regions in which we operate. A decline in demand or the prices we can obtain for
our homes could have an adverse effect on our revenues and earnings.

WE ARE SUBJECT TO SUBSTANTIAL RISKS WITH RESPECT TO THE LAND AND HOME
INVENTORIES WE MAINTAIN.

As a homebuilder, we must constantly locate and acquire new tracts of land
for development and developed lots to support our homebuilding operations. There
is often a lag time between the time we acquire land for development or
developed lots and the time that we can bring the developed properties to market
and sell them. As a result, we face the risk that demand for housing may decline
during this period and that we will not be able to dispose of developed
properties or undeveloped land or lots acquired for development at expected
prices or within anticipated time frames or at all. The market value of housing
inventories, undeveloped land and developed lots can fluctuate significantly
because of changing market conditions. In addition, inventory carrying costs can
be significant and can adversely affect our performance. Because of these
factors, we may be forced to sell homes or other property at a loss or for
prices that generate less profit than originally anticipated. We may also be
required to make material write-downs of the book value of our real estate
assets in accordance with generally accepted accounting principles if values
decline.

SUPPLY RISKS AND SHORTAGES CAN HARM OUR BUSINESS.

The homebuilding industry from time to time has experienced significant
difficulties with respect to:

- shortages of qualified trades people and other labor;

- inadequately capitalized local contractors;

- shortages of materials; and

- volatile increases in the cost of certain materials, including lumber,
framing and cement, which are significant components of home construction
costs.

These difficulties could cause us to take longer and pay more to build our
homes. In addition, we may not be able to pass through any increased costs to
our customers, particularly because in many cases we fix the price of a home at
the time a sales contract is signed which may be up to one year in advance of
the delivery of the home.

FUTURE INCREASES IN INTEREST RATES COULD PREVENT POTENTIAL CUSTOMERS FROM
PURCHASING OUR HOMES WHICH WOULD ADVERSELY AFFECT OUR BUSINESS.

Virtually all of our customers finance their purchases through mortgage
financing obtained from us or other sources. Increases in interest rates or
decreases in the availability of mortgage financing could depress the market for
new homes as potential homebuyers may not be able to afford higher monthly
mortgage costs. Even if our potential customers do not need financing, changes
in interest rates and mortgage availability could make it harder for them to
sell their existing homes to potential buyers who need financing. Consequently,
any future increases in interest rates could adversely affect our revenues and
earnings.

THE COMPETITIVE CONDITIONS IN THE HOMEBUILDING INDUSTRY COULD ADVERSELY AFFECT
OUR RESULTS OF OPERATIONS.

The homebuilding industry is highly competitive and fragmented. We compete
in each of our markets with numerous national, regional and local builders,
including some builders with greater financial resources, more experience and
more established market positions than ours and who have lower costs of capital,
labor and material than us and better opportunities for land acquisitions.
Builders of new homes compete for

homebuyers, as well as for desirable properties, raw materials and skilled
subcontractors. The competitive conditions in the homebuilding industry could
among other things:

- increase our costs and reduce our revenues;

- make it difficult for us to acquire suitable land at acceptable prices;

- require us to increase selling commissions and other incentives;

- result in delays in construction; and

- result in lower sales volumes.

We also compete with resales of existing homes, available rental housing
and, to a lesser extent, condominium resales. An oversupply of attractively
priced resale or rental homes in the markets in which we operate could adversely
affect our ability to sell homes profitably.

Our mortgage origination and title operations are also subject to
competition from third-party providers, many of which are substantially larger
and may have a lower cost of funds or overhead than we do.

OUR BUSINESS IS SUBJECT TO GOVERNMENTAL REGULATIONS WHICH INCREASE THE COST OF
OUR DEVELOPMENT AND HOMEBUILDING PROJECTS AND MAY ADVERSELY AFFECT OUR
BUSINESS.

We are subject to extensive and complex laws and regulations that affect
the development and homebuilding process, including laws and regulations related
to zoning, permitted land uses, levels of density, building design, elevation of
properties, water and waste disposal and use of open spaces. We also are subject
to a variety of local, state and federal laws and regulations concerning the
protection of health and the environment. In some of the jurisdictions in which
we operate, we are required to pay impact fees, use energy saving construction
materials and give commitments to provide certain infrastructure such as roads
and sewage systems. We must also obtain permits and approvals from local
authorities to complete residential development or home construction. The laws
and regulations under which we operate and our obligations to comply with them
may result in delays in construction and development, cause us to incur
substantial compliance and other increased costs and prohibit or severely
restrict development and homebuilding activity in certain areas in which we
operate.

Our mortgage origination and title insurance operations are subject to
numerous federal, state and local laws and regulations. Failure to comply with
these requirements can lead to administrative enforcement actions, the loss of
required licenses and claims for monetary damages.

RISKS RELATED TO THE MERGER

WE MAY NOT BE ABLE TO SUCCESSFULLY INTEGRATE AND OPERATE NEWMARK AND ENGLE AS
A COMBINED COMPANY OR TO REALIZE THE EXPECTED BENEFITS OF THE MERGER.

Although Newmark and Engle have been controlled by Technical Olympic as a
majority or sole stockholder since November 2000, they have been operated
independently. Following the Merger, we intend to integrate the operations of
the companies in order to achieve, among other things, various operating and
purchasing efficiencies. In connection with the Merger, the departure of
management and other key personnel or difficulties in integrating the companies'
operations could cause our financial condition, results of operations and
competitive position to be adversely affected. Even if we overcome these
challenges and risks, we may not realize the expected benefits of the Merger.

THE MERGER

Pursuant to the Merger Agreement, and as explained more fully below, Engle
Holdings will be merged with and into us on the Effective Date, which we expect
to be on or about May 31, 2002. When the Merger becomes effective, the separate
existence of Engle Holdings will cease and we will survive the Merger and will
continue to be governed by the laws of the State of Delaware. Engle Homes, the
wholly-owned operating subsidiary of Engle Holdings, will become our
wholly-owned subsidiary as a result of the Merger.

The Merger is conditioned upon certain conditions as well as the closing of
the Refinancing. In addition, immediately prior to the Merger, we will assume
the Engle Homes Acquisition Debt, which will be repaid as part of the
Refinancing. See "The Merger -- The Refinancing." The Special Committee and its
financial advisors considered our assumption of the Engle Homes Acquisition Debt
in evaluating the ratio for the exchange of each Engle Holdings share into
shares of our common stock pursuant to the Merger.

Currently, our authorized capital stock consists of 30,000,000 shares of
common stock, par value $0.01 per share, and 3,000,000 shares of preferred
stock, par value $0.01 per share. We have 11,500,000 shares of our common stock
outstanding and no shares of preferred stock outstanding. In the Merger, we will
issue 16,378,787 new shares, which will result in Technical Olympic owning
25,578,787 shares of our common stock, representing 91.75% of our outstanding
common stock after the Merger. Consequently, to accomplish the Merger we will
amend our certificate of incorporation to increase the number of authorized
shares of common stock from 30,000,000 to 67,000,000 shares, as set forth in the
Charter Amendment. Pursuant to the Charter Amendment and the amendment of our
bylaws, we will also increase the maximum number of authorized directors on our
board from 10 to 15 directors and change our corporate name to "Technical
Olympic USA, Inc."

BACKGROUND OF THE MERGER

During late 2000 and early 2001, Technical Olympic began exploring the
possibilities of merging the homebuilding operations of Newmark and Engle.
Technical Olympic analyzed the financial aspects of a combination, various legal
structures to accomplish such a combination, and the potential benefits that
might be realized by combining Newmark and Engle. Technical Olympic's financial
advisor, Banc of America Securities LLC ("BAS"), analyzed the market trends in
the homebuilding industry, provided an analysis of the two companies and
calculated an exchange ratio that reflected the value of each company at that
time. Technical Olympic's legal counsel, Vinson & Elkins LLP ("VE"), analyzed
the legal process necessary to complete a combination of us with Engle.

On March 6, 2001, our board of directors ratified the appointment of all of
the independent and outside directors of the board of directors (those directors
who are not affiliated with Technical Olympic and who are not our employees or
management) to the Special Committee. The Special Committee was delegated the
authority by the board of directors to consider a potential merger between Engle
and us and to employ or retain such consultants as necessary to advise the
committee.

On March 6, 2001, representatives of Technical Olympic met with members of
the Special Committee to describe generally the proposed framework pursuant to
which Engle Holdings could be merged into us in a stock-for-stock transaction.
Following such meeting the Special Committee contacted DB with respect to the
financial aspects and Andrews & Kurth LLP ("AK") with respect to the legal
aspects about advising the Special Committee regarding a proposed merger.

On March 6, 2001, we issued a press release that disclosed that we had
formed the Special Committee to evaluate the possible merger of Engle Holdings
and us and that the Special Committee was expected to

engage outside counsel and other advisers to assist in the process of analyzing
and evaluating the feasibility of the proposed merger.

On or about March 8 and 13, 2001, the Special Committee retained DB and AK,
respectively.

On March 14, 2001, representatives of Technical Olympic and BAS met with
members of the Special Committee and their consultants and made a presentation
with respect to a proposed merger, including ranges of exchange values for each
outstanding share of Engle Holdings.

From March 14 to March 26, 2001, the Special Committee's consultants met
with our management and the management of Engle Holdings, as well as consultants
to Technical Olympic, and exchanged information regarding the two companies.

On March 26, 2001, the Special Committee received a letter from Mr.
Constantine Stengos, in his capacity as chairman of Technical Olympic, proposing
an exchange value whereby Technical Olympic would own 96% of the combined
company after the merger.

On March 29, 2001, the Special Committee sent a letter to Mr. Stengos
indicating that although the committee believed a combination of the two
companies would provide certain strategic and financial advantages and would
benefit the stockholders, the proposed exchange ratio was not sufficient.

From March 26, 2001 to April 17, 2001, the Special Committee and
representatives of Technical Olympic held discussions with respect to the
proposed merger, exchanged and analyzed additional information, and identified
points to be resolved or concluded prior to a merger.

On April 17, 2001, the Special Committee received a letter from Technical
Olympic indicating that Technical Olympic would be agreeable to an exchange
ratio that would result in Technical Olympic owning 93% of the combined entity
after the merger and our public shareholders owning 7%, subject to negotiations
of other terms and conditions of the Merger Transactions.

Commencing and continuing from April 17, 2001, representatives of the
Special Committee and Technical Olympic considered the proposed terms of the
Merger Transactions, conducted due diligence with respect to Engle and us and
negotiated the terms of a merger agreement. As part of the merger negotiations,
the Special Committee indicated that the proposed merger was dependent on the
satisfactory resolution of the following issues:

(i) the determination of the management of the combined business; and

(ii) the refinancing of the debt of both Engle and us.

From March 2001 to October 2001, Technical Olympic conducted a search for
an appropriate candidate to be the Chief Executive Officer of the merged entity.
On October 1, 2001, Technical Olympic hired Antonio B. Mon as its Chief
Executive Officer with the expectation that Mr. Mon would become our Chief
Executive Officer upon approval of the terms of his employment agreement by the
Special Benefits Committee of our board of directors and consummation of the
proposed merger. Tommy McAden, the Chief Financial Officer of Technical Olympic,
also agreed to become our Chief Financial Officer effective upon consummation of
the proposed merger. The Special Benefits Committee of our board of directors
approved the economic terms for Mr. Mon and Mr. McAden on April 5, 2002. Mr.
Mon's employment agreement has been finalized and executed by us and Mr. Mon. We
are currently negotiating the terms of Mr. McAden's employment contract.

On August 14, 2001, Technical Olympic retained a major investment bank to
assist in arranging an aggregate of $600 million of financing for the combined
business, including assumption of the Engle Homes Acquisition Debt. Since August
14, 2001, management and consultants of Technical Olympic, Engle Holdings and
Newmark have been working with the bank to arrange the necessary financing of
the combined business.

Commencing in September 2001, representatives of Technical Olympic and the
Special Committee began to negotiate the terms of the proposed merger to include
the proposed refinancing, the assumption and repayment of the Engle Homes
Acquisition Debt, and any necessary adjustment to the exchange ratio.

On or about January 25, 2002, Technical Olympic formalized these
discussions in a letter to the Special Committee, including the assumption and
repayment of the Engle Homes Acquisition Debt. Based upon the revised financial
structure, Technical Olympic proposed an exchange ratio which upon consummation
of the merger would result in Technical Olympic owning 92.5% of the combined
business.

On or about February 5, 2002, after further negotiations, Technical Olympic
agreed to an exchange ratio whereby Technical Olympic would own 91.75% of the
merged entity and the public shareholders would own 8.25%. On or about April 4,
2002, after further consultation with its financial and legal advisors, the
Special Committee approved and recommended to our full board of directors the
Merger and the terms of a definitive Merger Agreement, subject to resolution of
any due diligence questions.

The definitive Merger Agreement that was negotiated between the Special
Committee and Technical Olympic was presented to our full board of directors.
Our board analyzed and reviewed with the appropriate officers and consultants of
each respective company, the definitive merger agreement and considered, among
other things, the various considerations set forth under "-- Reasons for the
Merger."

The Merger, the Merger Agreement and the Charter Amendment were approved by
our board of directors and the Merger Transaction were recommended to our
stockholders on April 5, 2002.

On April 5, 2002, following the approval of the Merger Agreement by our
board of directors, Technical Olympic, which holds 80% of our issued and
outstanding common stock, entered into a written consent of the majority
stockholder approving the Merger on the terms and conditions specified in the
Merger Agreement and approved the Charter Amendment.

The board of directors of Engle Holdings approved and recommended the
Merger to Engle Holdings' sole stockholder and then Technical Olympic as the
sole stockholder of Engle Holdings approved the Merger by unanimous written
consents dated April 5, 2002.

OUR BUSINESS

We design, build and sell single-family homes, town homes and patio homes
in seven markets in Texas, Florida, Tennessee and North Carolina. At December
31, 2001, we operated in 67 communities and had 725 homes under construction. We
are also actively engaged in residential land acquisition and lot development
and at December 31, 2001, owned or had under option contracts 3,847 lots
available for future homebuilding.

The homes we market under our various brand names generally differ in terms
of the locations offered, price, size and degree of customization. We market
homes under the names Newmark(R), Fedrick, Harris Estate Homes and Marksman
Homes in our markets in Texas, Tennessee and North Carolina. In Florida, we
market homes under the Westbrooke name only. Typically, Newmark(R) homes range
in size from 1,700 square feet to over 4,500 square feet, with an average sales
price of $280,556 for homes closed during the year ended December 31, 2001. The
homes we market under the Fedrick, Harris Estate Homes name provide the highest
degree of customization and typically range in size from 3,500 square feet to
over 7,000 square feet, with an average sales price of $483,799 for homes closed
during the year ended December 31, 2001. Marksman Homes typically range in size
from 1,550 square feet to over 2,450 square feet, with an average sales price of
$165,426 for homes closed during the year ended December 31, 2001. Westbrooke
Companies homes typically range in size from 1,350 square feet to over 3,500
square feet, with an average sales price of $213,857 for homes closed during the
year ended December 31, 2001.

We believe we compete favorably with other homebuilders in our markets by
offering a broad selection of homes with a wide range of amenities and
significant design customization options. We provide homebuyers the ability to
select various design features in accordance with their personal preferences.
Although most design modifications are significant to the homebuyer, they
typically involve relatively minor adjustments that allow us to maintain
construction efficiencies and achieve greater profitability due to increased
sales prices and margins. As a high-volume builder, we believe our homes offer
more value than those offered by local, lower-volume custom builders, primarily
due to our effective purchasing, construction and marketing programs resulting
from economies of scale. We believe that our ability to meet the design tastes
of prospective

homebuyers at competitive prices enables us to compete effectively with many of
the other builders in our markets.

Our predecessor company was founded in Houston, Texas in 1983. In March
1995, we acquired The Adler Companies, Inc., which has operated in southern
Florida since 1990. In January 1998, we acquired Westbrooke Communities, Inc.
and affiliated entities, which has operated in southern Florida area since 1976.
We completed our initial public offering of common stock in March 1998. On
December 15, 1999, Technical Olympic purchased 9,200,000 shares of our common
stock from Pacific Realty Group, Inc., representing 80% of our outstanding
common stock. In March 2001, we changed our state of incorporation from Nevada
to Delaware. On April 6, 2002, we entered into a stock purchase agreement
pursuant to which we will sell all the stock of Westbrooke to Standard Pacific.
For more information on the sale of Westbrooke, see "Our Business -- Recent
Developments."

Our current principal executive offices are located at 1200 Soldiers Field
Drive, Sugar Land, Texas 77479 and our phone number is (281) 243-0100. After the
Merger, our principal executive offices will change to 4000 Hollywood Blvd.,
Suite 500 N, Hollywood, Florida 33021 and our phone number will be (954)
364-4000.

Recent Developments. On April 6, 2002, we entered into a stock purchase
agreement pursuant to which we will sell all the stock of Westbrooke to Standard
Pacific for approximately $41 million in cash. An adjustment (either upwards or
downwards) to the purchase price may occur within 90 days of the closing date of
the Westbrooke Sale based on Westbrooke's net income from January 1, 2002
through the closing date. In addition, on the effective date of the Westbrooke
Sale, Standard Pacific will satisfy approximately $54 million of Westbrooke's
debt that includes approximately $14 million of intercompany liabilities owed to
Newmark. The amounts will be adjusted for other capital activity through the
closing date. We expect the Westbrooke Sale, which is subject to the
satisfaction of certain conditions, to become effective on or about April 12,
2002.

We sell homes in Florida under the Westbrooke name only. In the twelve
months ended December 31, 2001, our revenues from the homes we sold under the
Westbrooke name in Florida accounted for $196.5 million, or 32%, of our total
homebuilding revenues. In addition, Westbrooke accounted for 919, or 39%, of the
home sales we closed and 879, or 39%, of the sales contracts we executed (net of
cancellations) during the twelve months ended December 31, 2001.

Markets. We build homes in seven markets in Texas, Florida, Tennessee and
North Carolina. We selected these markets based on a number of factors,
including regional economic conditions, projected job growth, land availability,
the local land development process, consumer tastes, competition from other
builders of new homes and secondary home sales activity. We continue to evaluate
new markets for possible entry where we believe there are attractive
opportunities for us.

The table below shows, by region, our sales contracts executed (net of
cancellations), home sales closed, homebuilding revenue and average sales price,
in each case for the year ended December 31, 2001, and our backlog at December
31, 2001:

MARKET REGION DATA
NEWMARK

AVERAGE BACKLOG
NET SALES HOMEBUILDING SALES --------------------
REGION CONTRACTS CLOSINGS REVENUE PRICE HOMES SALES VALUE
------ --------- -------- ------------ -------- ----- ------------

Texas................ 1,189 1,254 $361,321,000 $288,135 302 $ 85,697,000
Florida(1)........... 879 919 196,535,000 $213,857 413 95,147,000
Mid-Atlantic(2)...... 169 157 55,105,000 $350,987 37 11,978,000
----- ----- ------------ --- ------------
Total.............. 2,237 2,330 $612,961,000 $263,073 752 $192,822,000
===== ===== ============ === ============

---------------

(1) Operations to be sold in the Westbrooke Sale. See "Our Business -- Recent
Developments."

(2) This region consists of our operations in North Carolina and Tennessee.

Our sales backlog at December 31, 2001 was 752 units compared to 845 units
at December 31, 2000. Backlog represents home purchase contracts that have been
executed and for which earnest money deposits have been received, but for which
the sale has not yet closed. Home sales are not recorded as revenues until the
closings occur. Historically, substantially all of the homes in our backlog at
any given point in time have been sold in the following 12-month period. For
example, 95% of the homes in our backlog at December 31, 2000 were closed in the
year ended December 31, 2001, and 96% and 100% of the homes in our backlog at
December 31, 1999 and 1998, respectively, were closed in the subsequent calendar
year. Although cancellations can disrupt anticipated home closings, we believe
that cancellations have not had a material negative impact on our operations or
liquidity during the last several years. We attempt to reduce cancellations by
reviewing each homebuyer's ability to obtain mortgage financing early in the
sales process and by closely monitoring the mortgage approval process.

Land Policies and Positions. To support our homebuilding operations, we
acquire (i) lots that have sewage systems, drainage and other similar
infrastructure in place (we refer to these lots as "developed lots"); and (ii)
larger tracts of land having only the necessary approvals for the construction
of sewage systems, drainage and other similar infrastructure (we refer to these
tracts of land as "entitled land"). A developed lot is ready to have a house
constructed on it. Before we build a house on entitled land, we must construct
sewage systems, drainage and other infrastructure.

We generally acquire multiple developed lots that are located adjacent to
or near each other in a community. This enables us to build and market our homes
more cost efficiently than if the lots were located in many separate locations.
Historically, we have been able to acquire a majority of our developed lots
through options rather than firm purchase contracts due to the awareness of our
brand names among developers and the willingness of developers in our markets to
option available lots. With the continuing strength in the housing sector,
increasingly we have been required to acquire more of our developed lots under
firm purchase contracts.

We also acquire entitled land to develop lots through both options and firm
purchase contracts. Before we enter into these options or contracts, we conduct
extensive due diligence using our local experience and expertise, including
on-site inspection and soil testing, and we confirm that the land has the
required approvals for sewage systems, drainage and other infrastructure
necessary for us to develop the lots and build homes on them. Occasionally, we
sell a portion of the entitled land we purchase and develop to third-party
builders to provide a source of additional revenue and to reduce the risk we
incur by holding these lots in inventory.

The table below shows our lot inventory by region for the years ended
December 31, 2001, 2000 and 1999.

YEAR ENDED DECEMBER 31,
------------------------
2001 2000 1999
------ ------ ------

Texas....................................................... 2,204 2,398 1,724
Florida(1).................................................. 1,228 1,475 1,864
Mid-Atlantic................................................ 415 407 341
----- ----- -----
Total(1)............................................... 3,847 4,280 3,929
===== ===== =====

---------------

(1) Operations to be sold in the Westbrooke Sale. See "Our Business -- Recent
Developments."

(2) Includes 2,122, 2,343, and 2,559 lots under option contracts as of December
31, 2001, 2000, and 1999, respectively.

Design. Our home designs and floor plans are prepared by outside
architects we hire in each of our markets to appeal to the local tastes and
preferences of the community. Using our internal design department, we have the
capability to change our standard floor plans to accommodate the individual
homebuyer. While most design modifications are significant to the homebuyer,
they typically involve relatively minor adjustments that allow us to maintain
construction efficiencies and result in greater profitability due to increased
margins.

Centralized Purchasing. We utilize centralized purchasing to leverage our
purchasing power into volume discounts, a practice that reduces costs, ensures
timely deliveries and reduces the risk of supply shortages due to allocations of
materials. We have negotiated favorable price arrangements with high quality
national and regional suppliers such as Weyerhaeuser, National Gypsum Company,
General Electric, Rheem Manufacturing, Dupont Corian, Moen, Inc., Owens Corning,
Mohawk Industries, Dow Chemical, Royal Baths, Ingersoll-Rand and
Sherwin-Williams for lumber, sheetrock, appliances, heating and air
conditioning, counter tops, bathroom fixtures, roofing and insulation products,
floor coverings, and other housing components. Other major materials, such as
concrete and brick, are also centrally purchased to obtain volume discounts.
There are no minimum purchase requirements for these arrangements.

Construction. Subcontractors perform substantially all of our construction
work. Our construction superintendents monitor the construction of each home,
coordinate the activities of subcontractors and suppliers, subject the work of
subcontractors to quality and cost controls and monitor compliance with zoning
and building codes. Subcontractors typically are retained pursuant to a contract
that obligates the subcontractor to complete construction at a fixed price in a
workmanlike manner. In addition, under these contracts the subcontractor
provides us with standard indemnifications and warranties. Typically, we work
with the same subcontractors within each city, which provides us with a stable
and reliable work force and better control over the costs and quality of the
work performed. Although we compete with other homebuilders for qualified
subcontractors, we have established long-standing relationships with many of our
subcontractors.

We typically complete the construction of a home within four to five
months. Construction time for our homes depends on weather, availability of
labor, materials, supplies and other factors. We do not maintain significant
inventories of construction materials, except for materials related to work in
progress for homes under construction. Generally, the construction materials
used in our operations are readily available from numerous sources. We have
favorable price arrangements or contracts with suppliers of certain of our
building materials, but we are not under any specific purchasing requirements.
In recent years, we have not experienced any significant delays in construction
due to shortages of materials.

Marketing and Sales. We build and market different types of homes to meet
the needs of different homebuyers and the needs of different markets. For
example, we sell to "first-time" homebuyers, "move-up" homebuyers who want to
purchase a home that is larger and more expensive than their current home,
homebuyers who are being relocated to a new city or state, homebuyers who want
to move into a smaller and less expensive home and "empty-nesters" (homebuyers
with grown children). We employ a variety of marketing techniques to attract
potential homebuyers through numerous avenues including our Internet web site,
extensive telemarketing and advertising, and other marketing programs. We
advertise on television, in

newspapers and other publications, through brochures and newsletters, on
billboards and in brochures and newsletters produced and distributed by real
estate and mortgage brokers. Certain of our suppliers participate in our
advertising and promotional materials, either through co-branding, cost-sharing
or through rebates.

We typically conduct home sales from sales offices located in furnished
model homes used in each community. At December 31, 2001, we conducted our
marketing from 119 model homes. Our commissioned sales personnel assist
prospective buyers by providing them with floor plans, price information, tours
of model homes and information on the available options and other custom
features. We provide our sales personnel with extensive training and we keep
them updated as to the availability of financing, construction schedules and
marketing and advertising plans to facilitate their marketing and sales
activities. We supplement our in-house training program with training by outside
sales and marketing consultants. We have also formed sales teams comprised of a
sales person and other employees, who provide sales support and motivation.

In addition to using model homes, we enhance our marketing and sales
activity with a limited number of speculative homes, which we build in most
communities in advance of any specific customer order or contract. We construct
speculative homes to satisfy the requirements of relocated buyers, "move-up"
homebuyers, and other buyers who need completed homes prior to the completion of
the typical four to five month construction period. The number of speculative
homes we build in any given community is influenced by local market factors,
such as new employment opportunities, significant job relocations, housing
demand and the length of time we have built in the market.

We market and sell homes through commissioned sales personnel and in
cooperation with independent real estate brokers. Because a significant portion
of our sales originate from independent real estate brokers, we sponsor a
variety of programs and events, including breakfasts, contests and other events
to ensure that the brokers have the level of familiarity with our communities,
homes and financing options necessary to successfully market our homes. We also
offer other incentives to brokers to actively market our homes.

Sales of our homes generally are made pursuant to a standard sales contract
that is tailored to the requirements of each jurisdiction. Generally, our sales
contracts require a down payment of a fixed amount (typically between $1,000 and
$5,000) on our less expensive homes and as a percentage of the sales price
(typically 5% to 10%) on our more expensive customized homes. The contract
includes a financing contingency which permits the customer to cancel in the
event mortgage financing at prevailing interest rates cannot be obtained within
a specified period, typically four to six weeks from the signing, and may
include other contingencies, such as the prior sale of a buyer's existing home.
We estimate that the average period between the execution of a sales contract
for a home and closing is approximately four to eight months for presold homes.

Title and Mortgage Services. We provide title insurance and mortgage
origination services through our financial services businesses. In 1997, we
acquired a 49% interest in Pacific Title, L.C. ("Pacific Title"), which serves
as a title insurance agent and provides title insurance policies and closing
services to purchasers of homes built and sold by us in Texas. Our capital is
not at risk in connection with these mortgages beyond our interest in Pacific
Title and we assume no title insurance risk associated with these title
policies. Stewart Title Company owns the balance of the interests of Pacific
Title.

In 2001, we acquired a 49% limited partnership interest in Universal Land
Title of South Florida, Ltd., which serves as a title insurance agent and
provides title insurance policies and closing services to purchasers of homes we
build and sell in Florida. Our capital is not at risk in connection with these
mortgages beyond our limited partnership interest and we assume no title
insurance risk associated with these title policies. Affiliates of Technical
Olympic own the balance of the partnership.

In 2001, we also acquired a 49.99% limited partnership interest in
Technical Mortgage, L.P., a mortgage origination company. TM Investments LLC and
Preferred Home Mortgage Company ("PHMC"), both of which are affiliates of
Technical Olympic and wholly-owned subsidiaries of Engle Homes, own the balance
of the partnership. Our capital is not at risk in connection with these
mortgages beyond our limited partnership interest. For more information on PHMC,
see the section entitled "The Merger -- Engle Holdings, Title and Mortgage
Services."

Customer Service and Quality Control. Our operating divisions are
responsible for both pre-closing quality control inspections and responding to
customer's post-closing needs. We believe that the prompt, courteous response to
homebuyers' needs during and after construction reduces post-closing repair
costs, enhances our reputation for quality and service and ultimately leads to
significant repeat and referral business. We conduct pre-closing inspections
with homebuyers immediately before closing. In conjunction with the inspections,
a list of items for home completion is created and outstanding issues are
promptly addressed.

An integral part of our customer service program includes post-closing
interviews. In most markets, a customer service representative is sent into each
home within 45 days of closing to evaluate the homeowners' satisfaction with
their new home, as well as their experience with our sales personnel,
construction department, and title and mortgage services. Typically,
approximately a year after we sell a house we conduct another interview with the
homeowner to determine the level of their continued satisfaction. These
interviews provide us with a direct link to the customer's perception of the
entire buying experience as well as valuable feedback on the quality of the
homes we deliver and the services we provide.

Warranty Program. We provide a two-year limited warranty of workmanship
and materials with each of our homes (in South Florida, the warranty generally
is limited to one-year, which is the prevailing time period for such a warranty
in that market). We subcontract homebuilding work to subcontractors who provide
us with an indemnity and a certificate of insurance before receiving payments
for their work and, therefore, claims relating to workmanship and materials are
the primary responsibility of our subcontractors. In all markets, except South
Florida, we provide an additional eight-year limited homeowners' warranty
covering major structural defects through an agreement with the Residential
Warranty Corporation, an unaffiliated insurance company. An appropriate warranty
reserve is established to cover anticipated warranty expenses not borne by our
subcontractors. Our historical experience is that warranty expenses generally
are within the reserve we have established. We generally have not had any
material litigation or claims regarding warranties or latent defects with
respect to construction of homes. Current claims and litigation are expected to
be substantially covered by our reserve or insurance. After we sell a house, all
warranty requests are processed through our customer service departments located
in each of our markets. In most instances, a customer service manager inspects
the warranty request within 48 hours of receipt. If a warranty repair is
necessary, the construction superintendent who built the particular home manages
and supervises the repair to ensure that the appropriate subcontractor takes
prompt and appropriate corrective action.

Governmental Regulation and Environmental Matters. We are subject to
extensive and complex laws and regulations that affect the development and
homebuilding process, including laws and regulations related to zoning,
permitted land uses, levels of density, building design, elevation of
properties, water and waste disposal, use of open spaces and the protection of
health and the environment. We must also obtain permits and approvals from local
authorities to complete residential development or home construction. Our
mortgage financing and title insurance operations are subject to numerous
federal, state and local laws and regulations, including applicable insurance
laws and regulations. Failure to comply with these requirements can lead to
administrative enforcement actions, the loss of required licenses and claims for
monetary damages.

Competition and Market Forces. The development and sale of residential
properties is a highly competitive business with many competitors. We compete in
each of our markets with numerous national, regional and local builders.
Builders of new homes compete for homebuyers, as well as for desirable
properties, raw materials and reliable, skilled subcontractors. We also compete
with resales of existing homes, available rental housing and, to a lesser
extent, with resales of condominiums.

We believe we generally compare favorably to other builders in the markets
in which we operate, due primarily to:

(a) our experience within our geographic markets;

(b) the ability of our local managers to identify and quickly respond
to local market conditions; and

Our mortgage origination and title operations focus primarily on providing
services to buyers of our homes. Thus, although we compete with other
third-party providers of such financial services with respect to purchasers of
our homes, we generally do not compete directly with such providers, many of
whose sole business involves these operations with respect to homes we do not
build. We believe marketing these services to our homebuilding clients provides
us with a competitive advantage compared to those providers marketing such
services without an established relationship.

Employees. At December 31, 2001, we employed 492 persons, of whom 125 were
sales and marketing personnel, 221 were executive, administrative and clerical
personnel, and 146 were construction personnel. None of our employees are
covered by collective bargaining agreements. We believe our relations with our
employees are good.

Corporate Properties. We own a 19,000 square foot facility in Sugar Land,
Texas for both our Houston homebuilding operations and a design center, which
allows a prospective homebuyer to view samples of some of the products and
features we offer in our homes in Houston. We also own a 16,000 square foot
facility in Sugar Land, Texas that we intend to sell in the near future. We
lease an aggregate of approximately 27,415 square feet in Dallas, Austin, San
Antonio, Nashville, Greensboro and Miami for our homebuilding operations in
these markets. We believe our existing facilities are adequate for our current
and planned levels of operations.

Legal Proceedings. We are involved in various claims and legal actions
arising in the ordinary course of business. We do not believe that the ultimate
resolution of these matters will have a material adverse effect on our financial
condition or results of operations.

Subsequent to our press release on March 6, 2001 regarding the possibility
of a merger with Engle, we were notified of the filing of two class action suits
challenging any transaction between us and Engle Holdings as a violation of
fiduciary duty. The first case was filed in the District Court, Clark County,
Nevada and is entitled: Cause No. A431555; Barry Feldman v. Michael J. Poulos,
Yannis Delikanakis, Michael S. Stevens, Constantinos Stengos, Georgios Stengos,
Andreas Stengos, James M. Carr, William A. Hasler, Larry D. Horner, Lonnie M.
Fedrick, Engle Holdings Corp. and Newmark Homes Corp. The second case was filed
in the 80th Judicial District Court of Harris County, Texas and is entitled:
Cause No. 2001-14194; and Michael Gormley v. Michael J. Poulos, Yannis
Delikanakis, Michael S. Stevens, Constantinos Stengos, Georgios Stengos, Andreas
Stengos, James M. Carr, William A. Hasler, Larry D. Horner, Lonnie M. Fedrick,
Engle Holdings Corp. and Newmark Homes Corp.

The first class action lawsuit filed in Nevada has been stayed indefinitely
pending the resolution of the second class action lawsuit filed in Texas. Our
obligation to answer the complaint in the second class action lawsuit was
deferred until the plaintiffs requested in writing that we answer the complaint
pursuant to an agreement with the plaintiffs.

Subsequent to the filing of the class action lawsuit in Texas, two
intervenors filed interventions in the Texas class action: Intervention by
Plaintiff Barry Feldman; Cause No. 2001-14194; Michael Gormley, on behalf of
himself and all others similarly situated v. Michael J. Poulos, et al; in the
80th Judicial District Court Harris County, Texas, filed March 23, 2001; and
Intervention by Plaintiff William F. Ring; Cause No. 2001-14194; Michael
Gormley, on behalf of himself and all others similarly situated v. Michael J.
Poulos, et al; in the 80th Judicial District Court Harris County, Texas, filed
March 29, 2001.

In March 2002, we reached an agreement in principle with representatives
for the plaintiffs for the proposed settlement of the class actions, as well as
the interventions. Under the terms of the settlement, we have agreed to pay the
plaintiffs' attorneys' fees and expenses in an amount not to exceed $350,000 in
the aggregate. The settlement is subject to a number of conditions, including
the closing of the Merger, providing notice to the class, conducting
confirmatory discovery, executing a definitive settlement agreement and
obtaining final approval by the court.

Market for Our Common Equity and Related Stockholder Matters. Our common
stock commenced trading on the Nasdaq National Market on March 12, 1998 under
the trading symbol "NHCH". The range of high and low closing sales prices per
share by quarter for calendar years 1999, 2000 and 2001, as well as for the
17

first quarter of 2002, as reported by the Nasdaq National Market, appear in the
following table. These prices are what a securities dealer would pay for a share
of our common stock and do not include any commissions you might have to pay or
any retail mark-ups or mark-downs.

RANGE
---------------
YEAR QUARTER HIGH LOW
---- ------- ------ ------

1999 First....................................................... $ 8.50 $ 6.25
Second...................................................... 6.75 5.00
Third....................................................... 8.13 5.25
Fourth...................................................... 7.50 5.00
2000 First....................................................... $ 6.50 $ 5.50
Second...................................................... 6.50 5.06
Third....................................................... 8.75 6.38
Fourth...................................................... 11.50 8.31
2001 First....................................................... $12.38 $ 9.11
Second...................................................... 17.00 10.52
Third....................................................... 13.29 8.75
Fourth...................................................... 14.50 9.60
2002 First....................................................... $17.84 $13.09

As of December 31, 2001, there were 37 shareholders of record. We believe
there are approximately 800 beneficial owners of our common stock.

We did not declare any cash dividends on our common stock in 2000. We
declared a dividend on March 6, 2001 of $0.54 per share of common stock to
record holders of March 31, 2001, which was paid May 15, 2001.

Our credit agreements generally contain covenants that limit the amount of
dividends or distributions we can pay on our common stock and the amount of
stock we can repurchase.

ENGLE'S BUSINESS

Engle designs, builds and sells single-family homes, town homes, patio
homes and condominiums in seven markets in Texas, Florida, Colorado, Virginia
and Arizona. At December 31, 2001, Engle operated in 92 communities and had
1,314 homes under construction. Engle is also actively engaged in residential
land acquisition and lot development and at December 31, 2001, owned or had
under option contracts 10,040 lots available for future building. Engle markets
homes under the Engle name only, but it offers a variety of home styles, with an
average sales price of approximately $246,114 for the year ended December 31,
2001.

Engle believes that it competes favorably with other homebuilders in its
markets by offering a wide variety of homes styles. Engle believes that its
market oriented approach, coupled with its emphasis on product and price
diversification, permits it to sell to many different types of homebuyers,
including "first-time" homebuyers, "move-up" homebuyers, homebuyers who are
being relocated to a new city or state and empty-nesters, and enables Engle to
respond rapidly to changing market conditions and the cyclical nature of the
homebuilding industry.

On November 22, 2000, Engle Homes became a wholly-owned subsidiary of Engle
Holdings, a wholly-owned subsidiary of Technical Olympic, pursuant to a merger
agreement dated October 12, 2000. Prior to its acquisition by Technical Olympic,
Engle Homes' fiscal year ended on October 31. On November 22, 2000, Engle Homes
changed its fiscal year from October 31 to December 31. Following the merger,
the common stock of Engle Homes ceased to be publicly traded.

Engle's principal executive office is located at 123 N.W. 13th Street,
Suite 300, Boca Raton, Florida 33432, and its phone number is (561) 391-4012.

Markets. Engle builds homes in seven markets in Texas, Florida, Colorado,
Virginia and Arizona. Engle selected these markets based on a number of factors,
including regional economic conditions, projected job growth, land availability,
the local land development process, consumer tastes, competition from other
builders of new homes and secondary home sales activity. Engle continues to
evaluate new markets for possible entry where it believes there are attractive
opportunities.

The table below shows, by region, for Engle sales contracts executed (net
of cancellations), home sales closed, homebuilding revenue and average sales
price, in each case for the year ended December 31, 2001 and its backlog at
December 31, 2001:

MARKET REGION DATA
ENGLE

AVERAGE BACKLOG
MARKET NET SALES HOMEBUILDING SALES --------------------
REGION CONTRACTS CLOSINGS REVENUE PRICE HOMES SALES VALUE
------ --------- -------- ------------ -------- ----- ------------

Texas................ 322 369 $ 72,068,000 $195,306 100 $ 19,586,000
Florida.............. 1,987 1,931 437,784,000 $226,713 1,273 326,028,000
Mid-Atlantic(1)...... 355 536 158,466,000 $295,646 132 48,011,000
West(2).............. 945 1,057 289,807,000 $274,178 305 82,105,000
----- ----- ------------ ----- ------------
Total.............. 3,609 3,893 $958,125,000 $246,114 1,810 $475,730,000
===== ===== ============ ===== ============

---------------

(1) This region consists of Engle's operations in Virginia.

(2) This region consists of Engle's operations in Colorado and Arizona.

Engle's sales backlog at December 31, 2001 was 1,810 units, compared to
2,094 units at December 31, 2000. Backlog represents home purchase contracts
that have been executed and for which earnest money deposits have been received,
but for which the sale has not yet closed. Home sales are not recorded as
revenues until the closings occur. Although cancellations can disrupt
anticipated home closings, Engle does not believe that cancellations have had a
material negative impact on its operations or liquidity during the last several
years. Engle attempts to reduce cancellations by reviewing each homebuyer's
ability to obtain mortgage financing early in the sales process and by closely
monitoring the mortgage approval process.

Land Policies and Positions. Engle supports its homebuilding operations by
acquiring (i) developed lots and (ii) entitled land for development. Engle
generally acquires multiple developed lots that are located adjacent to or near
each other in a community. This enables Engle to build and market its houses
more cost efficiently than if the lots were located in many separate locations.
Historically, Engle has been able to acquire a substantial portion of its
developed lots through options rather than through firm purchase contracts due
to the awareness of its brand name among developers and the willingness of
developers in its markets to option available lots. With the continuing strength
in the housing sector, increasingly Engle has been required to acquire more of
its developed lots under firm purchase contracts.

Engle also acquires entitled land to develop lots through both options and
firm purchase contracts. Before Engle enters into such options or contracts it
conducts extensive due diligence using its local experience and expertise,
including on-site inspection and soil testing, and Engle confirms that the
development has the approvals for sewage systems, drainage and other
infrastructure necessary for Engle to develop the lots and build houses on them.
Occasionally, Engle sells a portion of the entitled land it purchases and
develops to third-party builders to provide a source of additional revenue and
to reduce the risk it incurs by holding these lots in inventory.

The table below shows Engle's lot inventory by region for the years ended
December 31, 2001, 2000 and 1999.

YEARS ENDED
YEAR ENDED OCTOBER 31,
DECEMBER 31, ---------------
2001 2000 1999
------------ ------ ------

Texas.................................................. 1,058 1,351 1,256
Florida................................................ 3,761 4,755 6,306
Mid-Atlantic........................................... 1,510 1,357 1,663
West................................................... 3,711 3,675 4,143
------ ------ ------
Total(1).......................................... 10,040 11,138 13,368
====== ====== ======

---------------

(1) Includes 6,146, 4,562, and 5,874 lots under option contracts as of December
31, 2001, October 31, 2000 and 1999, respectively. Lot inventory excludes
lots upon which construction has commenced.

Construction. Subcontractors perform substantially all of Engle's
construction work. Engle's construction superintendents monitor the construction
of each home, coordinate the activities of subcontractors and suppliers, subject
their work to quality and cost controls and monitor compliance with zoning and
building codes. Subcontractors typically are retained pursuant to a contract
that obligates the subcontractor to complete construction at a fixed price in a
workmanlike manner. In addition, under these contracts the subcontractor
provides Engle with standard indemnifications and warranties. Typically, Engle
works with the same subcontractors within each city, which provides Engle with a
stable and reliable work force and better control over the costs and quality of
the work performed. Although Engle competes with other homebuilders for
qualified subcontractors, Engle has an established long-standing relationship
with many of its subcontractors.

Engle typically completes the construction of a home within four to five
months. Construction time for its homes depends on weather, availability of
labor, materials, supplies and other factors. Engle does not maintain
significant inventories of construction materials, except for materials related
to work in progress for homes under construction. Generally, the construction
materials used in its operations are readily available from numerous sources.
Engle has favorable price arrangements or contracts with suppliers of certain of
its building materials, but it is not under specific purchasing requirements. In
recent years, Engle has not experienced any significant delays in construction
due to shortages of materials.

Marketing and Sales. Engle uses a variety of marketing techniques to
attract potential homebuyers, including the Internet, extensive telemarketing
and advertising, and other marketing programs. Engle advertises on television,
in newspapers and other publications, through brochures and newsletters, on
billboards and in brochures and newsletters produced by real estate and mortgage
brokers. Engle also uses a cross-referral program that encourages its personnel
to direct customers to other Engle communities, as necessary to meet the
customer's needs.

Engle sells its homes primarily through commissioned sales personnel, as
well as in cooperation with independent brokers. In all instances, Engle's sales
personnel are available to assist prospective buyers by providing them with
floor plans, price information, tours of model homes and the selection of
various options and upgrades. Engle trains its sales personnel and they receive
additional training from outside sales and marketing consultants. Engle keeps
its sales personnel informed as to the availability of financing, construction
schedules and marketing and advertising plans to facilitate their marketing and
sales activities.

Engle generally sells its homes pursuant to a standard sales contract that
is tailored to the requirements of each jurisdiction in which it operates.
Generally, Engle's sales contracts require a down payment of up to 10% of the
sales price. The contract includes a financing contingency which permits the
customer to cancel in the event mortgage financing at prevailing interest rates
cannot be obtained within a specified period, typically four to six weeks from
signing, and may include other contingencies, such as the prior sale of a
buyer's existing home. Engle estimates that the average period between the
execution of a sales contract for a home and closing is approximately six
months.

Title and Mortgage Services. Engle Homes provides title insurance and
mortgage origination services through its financial services business. Universal
Land Title, Inc. ("ULT"), a wholly-owned subsidiary of Engle Homes, currently
provides title services to Engle's homebuyers in its Florida, Colorado and Texas
markets, as well as to buyers of houses built by other homebuilders. At December
31, 2001, ULT was operating 19 offices in Florida, 1 office in Colorado, and 1
office in Texas.

PHMC, a wholly-owned subsidiary of Engle Homes, is a mortgage origination
company that underwrites, originates and sells mortgages for homes built by
Engle and, to a lesser extent, homes built by other homebuilders. In addition,
PHMC refinances homes as well. PHMC is an approved lender by the Federal
National Mortgage Association ("FNMA") to deliver loan origination to FNMA and
to other investors and to service such loans. During 2001, PHMC sold a total of
approximately $489 million in mortgage loans (including servicing rights),
representing most of the loans made by PHMC. Substantially all of PHMC's
revenues are derived from mortgages on homes built by Engle. At December 31,
2001, PHMC was originating mortgages in all Engle homebuilding divisions.

Customer Service and Quality Control. Engle's customer service department
is responsible for pre-closing and post-closing customer needs. Before closing,
an Engle employee accompanies the buyer on a home orientation and inspection
tour. In conjunction with the inspections, a list of items for home completion
is created and outstanding issues are properly addressed.

Warranty Program. Engle provides each homebuyer with a one-year limited
warranty of workmanship and materials and a ten-year structural warranty. Engle
subcontracts homebuilding work to subcontractors who provide it with an
indemnity and a certificate of insurance before receiving payments for their
work and, therefore, claims relating to workmanship and materials are the
primary responsibility of its subcontractors. Engle generally has not had any
material litigation or claims regarding warranties or latent defects with
respect to construction of homes. Current claims and litigation are expected to
be substantially covered by Engle's reserve or insurance.

Governmental Regulation and Environmental Matters. Engle is subject to
extensive and complex laws and regulations that affect the development and
homebuilding process, including laws and regulations related to zoning,
permitted land uses, levels of density, building design, elevation of
properties, water and waste disposal, use of open spaces and the protection of
health and the environment. Engle must also obtain permits and approvals from
local authorities to complete residential development or home construction.
Engle's mortgage financing and title insurance operations are subject to
numerous federal, state and local laws and regulations. Failure to comply with
these requirements can lead to administrative enforcement actions, the loss of
required licenses and claims for monetary damages.

Competition and Market Forces. The development and sale of residential
properties is a highly competitive and fragmented business. Engle competes in
each of its markets with numerous national, regional and local builders.
Builders of new homes compete for homebuyers, as well as for desirable
properties, raw materials and reliable, skilled subcontractors. Engle also
competes with resales of existing homes, available rental housing and, to a
lesser extent, with resales of condominiums.

Engle believes it generally compares favorably to other builders in the
markets in which it operates, due primarily to:

(a) Engle's experience within its geographic markets;

(b) the ability of Engle's local managers to identify and quickly
respond to local market conditions; and

Engle's mortgage origination and title operations focus on providing
services to customers of its homebuilding operations. Thus, although Engle
competes with other third-party providers of such financial services with
respect to purchasers of its homes, Engle generally does not compete directly
with such providers, many of whose sole business involves these operations with
respect to homes it does not build.

Employees. At December 31, 2001, Engle Homes employed 866 persons, of whom
179 were sales and marketing personnel, 466 were executive, administrative and
clerical personnel, and 221 were construction personnel. None of Engle Homes'
employees are covered by collective bargaining agreements. Engle Homes believes
that its relations with its employees are good.

Corporate Properties. Engle's corporate office is located at 123 N.W. 13th
Street, Suite 300, Boca Raton, Florida 33432, where Engle leases 9,356 square
feet of office space for a term expiring in August 2006. Engle's building
divisions, PHMC and ULT branch operations lease additional office space at
various locations for their day-to-day operations. Management of Engle believes
that the current leased offices are adequate for its needs for the near future.

Legal Proceedings. Engle is involved in various claims and legal actions
arising in the ordinary course of business. Engle does not believe that the
ultimate resolution of these matters will have a material adverse effect on its
financial condition or results of operations. Engle is also a defendant in the
two class action lawsuits and interventions described under "The Merger -- Our
Business, Legal Proceedings."

In early February 2002, Alec Engelstein, Chief Executive Officer of Engle
Homes, and David Shapiro, Vice President-Chief Financial Officer of Engle Homes,
resigned from their executive positions with Engle Homes and alleged that they
were entitled to receive severance packages in excess of $10,000,000 in the
aggregate. Engle Homes has accepted the resignations but disputes that it owes
the severance payments. Engle Homes has included amounts sufficient to cover the
alleged payments due to Mr. Engelstein and Mr. Shapiro in the restructuring
charges reflected in the pro forma financial statements. Engle, however,
believes that it should prevail if the dispute is litigated or arbitrated.

Market for Engle Holdings' Common Equity and Related Stockholder
Matters. There is no current trading market for the common stock of either
Engle Holdings or Engle Homes. Technical Olympic owns all the outstanding common
stock of Engle Holdings, which owns all the outstanding common stock of Engle
Homes.

Technical Olympic acquired Engle Homes in November 2000 through a merger
with a subsidiary of Technical Olympic's wholly-owned subsidiary, Engle
Holdings. As a result, the common stock of Engle Homes ceased to be publicly
traded and was therefore delisted from the Nasdaq National Market. Thus, neither
Engle Holdings nor Engle Homes is subject to the reporting requirements of the
Exchange Act. However, under the terms of indentures dated February 2, 1998 and
June 12, 1998, respectively, under which Engle Homes issued certain debt while
it was publicly traded, Engle Homes is contractually obligated to file annual
and quarterly reports with the SEC while that debt remains outstanding.

COMBINED OPERATIONS

Upon completion of the Merger, we will be a geographically diversified,
national homebuilder that is the eleventh largest homebuilder in the United
States based on the number of homes closed in 2000, according to Builder
Magazine's list of the top 100 homebuilders in the United States (after giving
effect to a merger that occurred subsequent to the publication of the list
between two homebuilders that were higher on the list than us and a proposed
merger between two other homebuilders). We will operate in 11 metropolitan
markets located in four major geographic regions: Texas, Florida, the West
(Arizona and Colorado) and the Mid-Atlantic (Virginia and Tennessee). For the
year ended December 31, 2001, on a pro forma combined basis (after giving effect
to the Westbrooke Sale, the Merger Transactions and the Refinancing), we would
have delivered 5,304 new homes and generated approximately $1.4 billion in
revenues and $187.2 million in EBITDA.

We will continue to design, construct, and market single-family residences,
town homes, and condominiums principally targeting "first-time" homebuyers,
"move-up" homebuyers, homebuyers who are being relocated to a new city or state,
second home seasonal buyers and empty-nesters. We will continue to offer a
variety of home styles and sizes under the brand names: Newmark(R), Fedrick,
Harris Estate Homes, Marksman and Engle. We will also continue to offer
financial services, including mortgage financing, title

insurance and closing services, to buyers of our homes in the majority of our
markets, as well as to buyers of homes built by other homebuilders.

Upon completion of the Merger, we will operate in seven of the twenty
fastest growing housing markets in the nation based on single-family housing
starts in the ten months ended October 31, 2001. We believe that significant
growth opportunities exist in the majority of these markets. As of December 31,
2001, on a pro forma combined basis (after giving effect to the Westbrooke
Sale), we owned or had under option contracts 12,659 lots, and we were actively
building or marketing in 151 communities. Our backlog of homes available for
delivery at December 31, 2001 (on a pro forma combined basis after giving effect
to the Westbrooke Sale) would have been 2,149 homes under contract, representing
approximately $573.4 million in revenues, most of which we expect to recognize
by December 31, 2002.

Our business strategy upon completion of the Merger, will include the
following:

Expand in existing and new markets. We have successfully expanded
operations in new and existing markets through internal growth, start-up
operations, and selected acquisitions. Within our existing markets, we intend to
further expand our market share by increasing the number of residential homes we
build, thereby leveraging our management structure and enhancing profitability
by achieving further economies of scale. Over time, we also intend to diversify
further geographically by expanding into new markets that have favorable
characteristics, including significant single-family home permit activity,
substantial job growth, a diversified economy and an availability of strong
management with local market expertise. We believe this diversification will
enable us to minimize our exposure to adverse conditions in individual local
markets.

Selectively acquire and manage lot inventory. We intend to continue to
pursue a lot acquisition and inventory management policy that is designed to
enhance both profitability and return on capital while minimizing the risks
associated with investments in lots. We intend to continue to identify and
acquire attractive locations to support our homebuilding operations in our
markets and offer our customers a variety of communities with diverse products
and prices. Wherever possible, we intend to continue to acquire lots to support
our homebuilding operations through options to purchase rather than outright
purchases. We generally also will seek to acquire improved residential lots
ready for construction in order to minimize lot delivery issues and timing
risks. To support our homebuilding operations we also expect to continue to
acquire tracts of land that require site improvements before the start of home
construction when we believe opportunities available outweigh the development
risks and in markets demanding land development due to a shortage of available
completed lots. In addition, we intend to continue to pursue partnership or
joint venture agreements with other major homebuilders and investors, to
purchase and develop well located parcels of land.

Offer a broad selection of products. We intend to continue to offer a
broad selection of homes appealing to a diverse customer base in order to
attract a large portion of the potential homebuyers in the markets we serve. Our
homes currently range in size from 1,350 square feet to over 7,000 square feet
and have an average price of approximately $259,000 as of December 31, 2001. We
intend to continue selling to "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are being relocated to a new city or state, second home seasonal
buyers and empty-nesters and, to a lesser extent, we also intend to continue
building and marketing larger, more expensive residences to the luxury, custom
homebuyer segment.

Maintain stringent cost controls. We believe a policy of stringent cost
control is a key factor in maintaining and enhancing our profitability. We seek
to control our costs and minimize our risks by:

- reducing construction cycle time for our homes;

- obtaining entitlements prior to purchasing land;

- using subcontractors to perform home construction and site improvement
work on a fixed price basis;

- minimizing inventory of unsold homes by closely monitoring sales rates
and changing market conditions;

- using our position as a leading homebuilder to obtain favorable pricing
from subcontractors and volume discounts on construction materials from
suppliers; and

- developing and maintaining information systems that allow us to monitor
land acquisitions, homebuilding production, scheduling and budgeting on a
daily basis.

Provide superior quality and customer service. We intend to continue to
focus on building high quality homes and achieving high customer satisfaction
because we believe they have been, and will continue to be, critical to our
success. We will continue to provide prompt, courteous responses to homebuyers'
needs throughout the homebuying process and after the closing because we believe
it reduces post-closing repair costs, enhances our reputation for quality and
service, and further leads to significant repeat and referral business.

MERGER AGREEMENT AND RELATED MATTERS

Conditions to Closing the Merger. The Merger Agreement provides that the
respective obligations of each of the parties to effect the Merger are subject
to the satisfaction or waiver of customary conditions, including the condition
that no injunction, restraining order or decree issued or entered by any
governmental authority, or other legal restraint or prohibition, will be in
effect preventing or materially restraining consummation of the Merger
Agreement. The Merger is also contingent upon the completion of the Refinancing.
See "The Refinancing" below.

Effectiveness of the Merger. The Merger will become effective at the time
a Certificate of Merger is recorded by the Secretary of State of the State of
Delaware.

Consideration for the Merger. As explained more fully in the Merger
Agreement, on the Effective Date, Engle Holdings will be merged with and into us
and each issued and outstanding share of Engle Holdings' common stock will be
converted into 1,724.08294 shares of our common stock. In addition, immediately
prior to the Merger we will assume the Engle Homes Acquisition Debt, which will
be repaid as part of the Refinancing. See "The Merger -- The Refinancing." The
Special Committee and its financial advisors considered our assumption of the
Engle Homes Acquisition Debt in evaluating the ratio for the exchange of each
Engle Holdings share into shares of our common stock pursuant to the Merger.

Fractional Shares. No fractional shares of our common stock will be issued
in the Merger. To the extent that the conversion ratio would result in a
fractional number of shares of our common stock being issued, the number of
shares of our common stock issuable in the Merger will be rounded down to the
next whole number.

Effect of the Merger. Engle Holdings will be merged with and into us on
the Effective Date. The separate existence of Engle Holdings will cease and we
will survive the Merger and continue to be governed by the laws of Delaware.
Engle Homes will become our wholly-owned subsidiary as a result of the Merger.
To accomplish the Merger we will amend our certificate of incorporation to
increase the number of authorized shares of common stock from 30,000,000 to
67,000,000, as set forth in the Charter Amendment. Pursuant to the Charter
Amendment and the amendment of our bylaws, we will also increase the maximum
number of authorized directors on our board from 10 to 15 directors and change
our corporate name to "Technical Olympic USA, Inc." We will continue to conduct
our existing business and to possess all of our assets, rights, powers and
property, and be subject to all our debts, liabilities and obligations as
constituted at and as of the Effective Date.

We will succeed to all of Engle Holdings' assets, rights, powers and
property, as well as its debts, liabilities and obligations. As a result, Engle
Homes, the wholly-owned operating subsidiary of Engle Holdings, will become our
wholly-owned subsidiary.

Changes in Management. Upon consummation of the Merger, Antonio B. Mon
will become a director of Newmark and James M. Carr will resign as a director of
Newmark as of the Effective Date (or as of the closing date of the Westbrooke
Sale, whichever is earlier). All of our other existing directors will continue
in

office following the Merger. Upon consummation of the Merger, our Chief
Executive Officer will be Antonio B. Mon and our Chief Financial Officer will be
Tommy McAden. See "Management."

Representations and Warranties. Each party to the Merger Agreement makes
representations and warranties to the other parties, including its qualification
to do business, and its ability and authorization to enter into the Merger
Agreement. The representations and warranties of each of the parties will not
survive closing, except Technical Olympic's representations and warranties
relating to the conduct of Engle's business since November 2000 (when Technical
Olympic purchased Engle) and to Technical Olympic's lack of knowledge regarding
any undisclosed Engle liabilities, which representations and warranties will
survive for six months following the closing of the Merger.

Termination of the Merger Agreement. Before the closing of the Merger, the
parties may agree by mutual written consent to terminate the Merger. Any of the
parties may terminate the Merger Agreement in writing to the other parties if
the Merger is not consummated on or before December 31, 2002, unless the failure
to consummate the Merger is the result of a default by the party seeking to
terminate the Merger Agreement, or if a court or governmental entity issues an
order, decree or ruling enjoining, restraining or otherwise prohibiting the
consummation of the Merger. We may terminate the Merger Agreement if Engle
Holdings or Technical Olympic is in material default of any provision of the
Merger Agreement and such default continues for 10 days after we give notice of
the default. Similarly, Engle Holdings or Technical Olympic may terminate the
Merger Agreement, if we are in material default of any provision of the Merger
Agreement and such default continues for 10 days after either Engle Holdings or
Technical Olympic gives notice of the default.

Indemnification. Our certificate of incorporation provides that we will
indemnify the members of our board of directors to the fullest extent permitted
by law. In addition, we have entered into indemnification agreements with our
directors to clarify their indemnification pursuant to their membership on the
board of directors and to establish a procedure for indemnification and the
advancement of expenses.

REASONS FOR THE MERGER

We believe that the Merger provides an opportunity to improve our operating
and financial performance. The combined entity will create one of the largest
homebuilding companies in the United States, with pro forma combined revenue
(after giving effect to the Westbrooke Sale, the Merger Transactions and the
Refinancing) of approximately $1.4 billion for the year ended December 31, 2001.
The addition of Engle will also significantly increase our market penetration.
Based on annual job growth, we currently operate in three of the top twenty
residential markets in the United States and Engle operates in six of the top
twenty residential markets in the United States. With the acquisition of Engle,
we will increase our presence to seven of the top twenty fastest growing housing
markets in the nation based on single-family housing starts in the ten months
ended October 31, 2001.

We also believe the merger with Engle will:

- expand our markets and increase our geographic diversification;

- increase our operating efficiencies as a result of economies of scale;

- improve our purchasing power with respect to subcontractors and
suppliers;

- increase our leverage with brokers and land owners to obtain rights to
the most attractive properties in our markets;

- enhance our management team and homebuilding expertise through the
addition of Engle Homes' management and key employees; and

- enhance our access to capital.

For these reasons, the Special Committee and our board of directors believe that
the Merger Transactions are in the best interest of our company and our
stockholders. In reaching their conclusions, the Special Committee and our board
of directors considered:

- the judgment, advice and analyses of our management with respect to the
strategic, financial and potential operational benefits of the Merger,
based in part on the business, financial and legal due diligence
investigations performed with respect to Engle;

- the accretive effect of the Merger on our pro forma combined earnings per
share;

- the reputation of Engle, including the reputation and experience of its
management team;

- the advice of, and financial analyses prepared by, DB;

- the opinion of DB regarding the fairness from a financial point of view
of the Conversion Ratio to the holders of Newmark's common stock, other
than Technical Olympic; and

- the advice of counsel that the Merger should be tax-free to us and our
stockholders for federal income tax purposes.

OWNERSHIP AFTER THE MERGER

After the Merger, our stockholders will continue to own their existing
shares. We will issue 16,378,787 new shares of our common stock to Technical
Olympic, which owns all the outstanding stock of Engle Holdings, in the Merger.
Upon completion of the Merger, stockholders other than Technical Olympic will
own 8.25% of our outstanding common stock and Technical Olympic will own
25,578,787 shares of our common stock, representing 91.75% of our outstanding
common stock.

OPINION OF DEUTSCHE BANC SECURITIES INC., FINANCIAL ADVISOR TO THE SPECIAL
COMMITTEE

DB has acted as financial advisor to the Special Committee in connection
with the proposed Merger pursuant to the Merger Agreement. As set forth more
fully in the Merger Agreement, Engle Holdings will be merged with and into
Newmark. Each share of Engle Holding's common stock, $0.01 par value, issued and
outstanding immediately prior to the Effective Date shall, by virtue of the
Merger, be changed and converted into fully paid and nonassessable shares of
common stock, par value $0.01 per share, of Newmark ("Newmark Common Stock") at
the Conversion Ratio (as defined below). The conversion ratio ("Conversion
Ratio") shall be the ratio of 1,724.08294 Newmark Shares to one Engle Holdings
Share. At the April 4, 2002 meeting of the Special Committee, DB delivered its
oral opinion, subsequently confirmed in writing as of the same date, to the
Special Committee to the effect that, as of the date of such opinion, based upon
and subject to the assumptions made, matters considered and limits of the review
undertaken by DB, the Conversion Ratio to be applied in the Merger was fair,
from a financial point of view, to the stockholders of Newmark, other than
Technical Olympic.

THE FULL TEXT OF DB'S WRITTEN OPINION, DATED APRIL 4, 2002, WHICH SETS
FORTH, AMONG OTHER THINGS, THE ASSUMPTIONS MADE, MATTERS CONSIDERED AND LIMITS
ON THE REVIEW UNDERTAKEN BY DB IN CONNECTION WITH THE OPINION, IS ATTACHED AS
EXHIBIT C TO THIS INFORMATION STATEMENT AND IS INCORPORATED HEREIN BY REFERENCE.
OUR STOCKHOLDERS ARE URGED TO READ THE OPINION IN ITS ENTIRETY. THE SUMMARY OF
THE OPINION SET FORTH IN THIS INFORMATION STATEMENT IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO THE FULL TEXT OF THE OPINION.

In connection with DB's role as financial advisor to the Special Committee,
and in arriving at its opinion, DB has, among other things, reviewed certain
publicly available financial and other information concerning Newmark and Engle
Holdings and certain internal analyses and other information furnished to it by
Newmark and Engle Holdings. DB has also held discussions with members of the
senior management of Newmark and Engle Holdings regarding the business and
general future prospects of Newmark and Engle Holdings. In addition, DB has (i)
reviewed the reported prices and trading activity for Newmark Common Stock, (ii)
compared certain financial and stock market information for Newmark and Engle
Holdings, as appropriate, with similar information for certain other companies
whose securities are publicly traded,

(iii) reviewed the terms of the draft Merger Agreement, and (iv) performed such
other studies and analyses and considered such other factors as it deemed
appropriate.

In preparing its opinion, DB did not assume responsibility for independent
verification of, and did not independently verify, any information, whether
publicly available or furnished to it, concerning Newmark or Engle Holdings,
including, without limitation, any financial information, forecasts or
projections considered in connection with the rendering of its opinion.
Accordingly, for purposes of its opinion, DB assumed and relied upon the
accuracy and completeness of all such information and DB did not conduct a
physical inspection of any of the properties or assets, and did not prepare or
obtain any independent evaluation or appraisal of any of the assets or
liabilities of Newmark or Engle Holdings. With respect to the financial
forecasts and projections made available to DB and used in its analyses, DB
assumed that they have been reasonably prepared on bases reflecting the best
currently available estimates and judgments of the management of Newmark or
Engle Holdings as to the matters covered thereby. In rendering its opinion, DB
expresses no view as to the reasonableness of such forecasts and projections or
the assumptions on which they are based. DB's opinion is necessarily based upon
economic, market and other conditions as in effect on, and the information made
available to it as of, the date of the opinion.

For purposes of rendering its opinion, DB has assumed that, in all respects
material to its analysis, the draft Merger Agreement reviewed by DB and the
executed Merger Agreement will not be materially different, the representations
and warranties of Newmark, Engle Holdings and Technical Olympic contained in the
Merger Agreement are true and correct and that Newmark, Engle Holdings and
Technical Olympic will each perform all of the covenants and agreements to be
performed by it under the Merger Agreement and all conditions to the obligations
of each of Newmark, Engle Holdings and Technical Olympic to consummate the
Merger will be satisfied without any waiver thereof. DB has also assumed that
all material governmental, regulatory or other approvals and consents required
in connection with the consummation of the Merger will be obtained and that in
connection with obtaining any necessary governmental, regulatory or other
approvals and consents, or any amendments, modifications or waivers to any
agreements, instruments or orders to which any of Engle Holdings, Technical
Olympic and Newmark is a party or is subject or by which it is bound, no
limitations, restrictions or conditions will be imposed or amendments,
modifications or waivers made that would have a material adverse effect on Engle
Holdings, Technical Olympic or Newmark or materially reduce the contemplated
benefits of the Merger to Newmark or the holders of Newmark Common Stock, other
than Engle Holdings and its affiliates. For purposes of rendering its opinion,
DB has assumed that the Merger will be tax-free to each of Newmark and Engle and
their respective stockholders.

Set forth below is a brief summary of certain financial analyses performed
by DB in connection with its opinion and reviewed with the Special Committee at
its meeting on April 4, 2002.

Accretion/dilution analysis. DB conducted an analysis of the expected
Newmark earnings per share ("EPS") in the absence of the Merger, and determined
the extent to which that expectation would change following the Merger. DB
conducted the analysis on a pro forma basis as if the Merger had occurred as of
the beginning of 2001 using the actual results for the fiscal years ended for
Newmark and Engle. In addition, DB analyzed the expected impact for the fiscal
years 2002 and 2003 on the basis of the projections delivered to DB, taking into
account certain adjustments relating to the Merger, including the impact of the
proposed sale of Westbrooke. The following table summarizes the results of the
DB analysis:

ACCRETION/DILUTION ANALYSIS -- SUMMARY

EPS PRO FORMA EPS ACCRETION/ DILUTION
----- ------------- -------------------

2001......................................... $2.11 $3.27 54.6%
2002E........................................ 1.70 2.76 63.0
2003E........................................ 2.44 3.60 47.5

Financial contribution analysis. DB reviewed and analyzed the relative
financial contribution of both Newmark and Engle Holdings on both historic and
prospective bases, and compared the percentage contributions from Newmark to the
level of pro forma ownership that is provided to current stockholders of

Newmark following consummation of the Merger (41.25%). In doing so, the analysis
assumes that each of the two companies operated, and would continue to operate,
as a separate entity, in order to determine the level of contribution (defined
as a percentage of the total) that each company provides. As the following chart
summarizes, the analysis compared revenue, EBITDA (defined as earnings before
interest, taxes, depreciation and amortization), net income and tangible book
value for each of three calendar years ending 2001, 2002E and 2003E.

FINANCIAL CONTRIBUTION ANALYSIS

2001 2002E 2003E
------------------ ------------------ ------------------
ENGLE ENGLE ENGLE
NEWMARK HOLDINGS NEWMARK HOLDINGS NEWMARK HOLDINGS
------- -------- ------- -------- ------- --------

Revenue............................. 38.3% 61.7% 32.2% 67.8% 33.0% 67.0%
EBITDA.............................. 27.1 72.9 24.9 75.1 24.6 75.4
Net income.......................... 25.6 74.4 25.2 74.8 27.0 73.0
Tangible book value................. 31.0 69.0 37.9 62.1 35.1 64.9

Analysis of Selected Publicly Traded Companies. DB reviewed certain
financial information and calculated commonly used valuation measurements for
Newmark and Engle Holdings (as applicable) to corresponding information and
measurements for a group of four publicly traded companies in the homebuilding
industry consisting of: Beazer Homes USA Inc., Hovnanian Enterprises Inc.,
Meritage Corporation, and M/I Schottenstein Homes Inc. Such financial
information and valuation measurements included, among other things:

- current equity market valuation and 52 week range;

- total enterprise value (the sum of equity market valuation and net debt);

- ratios of total enterprise value to revenues, EBITDA, and earnings before
interest and taxes ("EBIT");

- ratios of current equity market valuation to latest twelve months'
reported net income; and

- ratios of current equity market valuation to tangible book value.

To determine the total enterprise value and equity value for Engle
Holdings, DB used the Conversion Ratio and Newmark's share price as of April 2,
2002. To calculate the trading multiples for Newmark and the selected companies,
DB used information provided by Newmark and publicly available information
concerning historical and projected financial performance, including published
historical financial information and earnings estimates reported by the
Institutional Brokers Estimate System ("IBES"). IBES is a data service that
monitors and publishes compilations of earnings estimates by selected research
analysts regarding companies of interest to institutional investors. The results
can be summarized as follows:

TRADING COMPANY ANALYSIS -- SUMMARY

HIGH LOW MEAN MEDIAN
---- --- ---- ------

LAST TWELVE MONTHS
Total enterprise value/EBITDA.......................... 5.8x 5.0x 5.4x 5.4x
Total enterprise value/EBIT............................ 6.1 5.3 5.7 5.6
Equity value/tangible book value....................... 2.5 1.5 2.0 2.0
Market price/EPS....................................... 8.0 6.4 7.2 7.2
Market price/2002E EPS................................. 8.0 7.0 7.6 7.8

MULTIPLES AT MERGER(1)

NEWMARK AND
NEWMARK, ENGLE HOLDINGS
STAND-ALONE COMBINED, PRO FORMA
----------- -------------------

LAST TWELVE MONTHS
Total enterprise value/EBITDA.......................... 4.7x 3.7x
Total enterprise value/EBIT............................ 5.2 4.0
Equity value/net income................................ 6.6 4.3
Equity value/tangible book value....................... 1.5 1.4

---------------

(1) Based on the total enterprise value of Newmark as of April 2, 2002.

None of the companies utilized in the trading company analysis is identical
to Newmark or Engle Holdings. Accordingly, DB believes the analysis is not
simply mathematical. Rather, it involves complex considerations and qualitative
judgments, reflected in DB's opinion, concerning differences in financial and
operating characteristics of the selected companies and other factors that could
affect the public trading value of the selected companies.

The foregoing summary describes the analyses and factors that DB deemed
material in its presentation to the Special Committee, but is not a
comprehensive description of all analyses performed and factors considered by DB
in connection with preparing its opinion. The preparation of a financial
advisor's fairness opinion is a complex process involving the application of
subjective business judgment in determining the most appropriate and relevant
methods of financial analysis and the application of those methods to the
particular circumstances and, therefore, is not readily susceptible to summary
description. DB believes that its analyses must be considered as a whole and
that considering any portion of such analyses and of the factors considered
without considering all analyses and factors could create a misleading view of
the process underlying the opinion. In arriving at its opinion, DB did not
assign specific weights to any particular analyses.

In conducting its analyses and arriving at its opinion, DB utilized a
variety of generally accepted valuation methods. The analyses were prepared
solely for the purpose of enabling DB to provide its opinion to the Special
Committee as to the fairness, from a financial point of view, of the Conversion
Ratio to stockholders of Newmark, other than Technical Olympic, and do not
purport to be appraisals or necessarily reflect the prices at which businesses
or securities actually may be sold, which are inherently subject to uncertainty.
In connection with its analyses, DB made, and was provided by Newmark management
and the Special Committee, with numerous assumptions with respect to industry
performance, general business and economic conditions and other matters, many of
which are beyond Newmark's control. These analyses based on estimates or
forecasts of future results are not necessarily indicative of actual past or
future values or results, which may be significantly more or less favorable than
suggested by such analyses. Because such analyses are inherently subject to
uncertainty, being based upon numerous factors or events beyond the control of
Newmark or its advisors, neither Newmark, the Special Committee nor DB nor any
other person assumes responsibility if future results or actual values are
materially different from these forecasts or assumptions.

Although DB provided advice to the Special Committee relating to the
Merger, the decision to recommend the Merger was solely that of the Special
Committee and Newmark's Board of Directors. As described above, the opinion and
presentation of DB to the Special Committee were only one of a number of factors
taken into consideration by the Special Committee and Newmark's Board of
Directors in making their determinations to recommend the Merger. DB's opinion
was rendered to the Special Committee to assist it in connection with its
consideration of the Merger and does not constitute a recommendation to any
holder of Newmark Common Stock.

The Special Committee and Newmark selected DB as financial advisor to the
Special Committee in connection with the Merger based on DB's qualifications,
expertise, reputation and experience in mergers and acquisitions. The Special
Committee has retained DB pursuant to a letter agreement dated as of March 8,
2001. As compensation for DB's services in connection with the Merger, DB was
paid a cash retainer fee of $100,000 and, upon delivery of its opinion, is
entitled to be paid an additional cash fee of $400,000. In the
29

event that the Merger is consummated, Newmark has agreed to pay DB an additional
fee of $250,000. Regardless of whether the Merger is consummated, subject to
certain limitations, Newmark has agreed to reimburse DB for all reasonable fees
and disbursements of DB's counsel and all of DB's reasonable travel and other
out-of-pocket expenses incurred in connection with the Merger or otherwise
arising out of the retention of DB under the letter agreement. Newmark has also
agreed to indemnify DB and certain related persons to the full extent lawful
against certain liabilities, including certain liabilities under the federal
securities laws, arising out of or related to its engagement or the Merger.

DB is an internationally recognized investment banking firm experienced in
providing advice in connection with mergers and acquisitions and related
transactions. DB is an affiliate of Deutsche Bank AG (together with its
affiliates, the "Deutsche Bank Group"). In the ordinary course of business,
members of the Deutsche Bank Group may actively trade in the securities and
other instruments and obligations of Newmark or Engle Holdings for their own
accounts and for the accounts of their customers. Accordingly, the Deutsche Bank
Group may at any time hold a long or short position in such securities,
instruments and obligations. In addition, a member of the DB Group, as of April
4, 2002, was considering but had not yet committed to a role in the financing
required to consummate the Merger. Such role, if assumed, would result in
additional fees payable to the DB Group upon the provision of such financing and
consummation of the Merger.

NO APPRAISAL RIGHTS

Our stockholders will have no appraisal rights in connection with the
Merger due to a Delaware statutory exemption for companies whose securities are
listed on a national securities exchange or designated as a national market
system security on an interdealer quotation system by the National Association
of Securities Dealers, Inc.

THE REFINANCING

The Merger is conditioned upon the simultaneous completion of the
Refinancing, pursuant to which we expect to (i) enter into a $175 million credit
facility (the "Bank Facility"); (ii) issue $350 million aggregate principal
amount of one or more series of senior and senior subordinated notes in a
private placement (the "Notes Offering"); (iii) repay the Engle Homes
Acquisition Debt; (iv) repay or defease an aggregate of $215.8 million of
outstanding Engle debt; and (v) repay an aggregate of $47.1 million of
outstanding Newmark debt.

In the Notes Offering, we expect to issue $350 million aggregate principal
amount of one or more series of senior and senior subordinated notes. The terms
of the notes issued in the Notes Offering, including the maturities, ranking and
aggregate principal amount will be negotiated by us with the initial purchasers
of the notes immediately prior to the completion of the Refinancing. The Notes
Offering will not be registered under the Securities Act of 1933 or any state
securities laws and will be offered and sold to Qualified Institutional Buyers
(as defined under Rule 144A under the Securities Act) and outside of the United
States in accordance with Regulation S under the Securities Act. The information
in this Information Statement regarding the Notes Offering is not complete and
may be changed. This Information Statement is not an offer to sell the
securities to be issued in the Notes Offering and it is not soliciting an offer
to buy these securities issued in the Notes Offering in any state where the
offer or sale is not permitted.

We intend to use the net proceeds from the Notes Offering to defease or
repay outstanding Newmark and Engle loans, credit facilities, notes and other
debt, as well as to repay the Engle Homes Acquisition Debt. The Bank Facility
will be available to fund our working capital requirements after completion of
the Merger Transactions.

SOURCES OF FUNDS USES OF FUNDS
---------------- -------------
(DOLLARS IN THOUSANDS)

Net Proceeds of the Notes Repay Newmark construction and lot
Offering......................... $336,035 loans(1)......................... $40,553
Repay Newmark acquisition
debt(2).......................... 5,434
Repay other Newmark debt(3)........ 1,145
Repay Engle term loan(4)........... 100,000
Repay Engle revolver(4)............ 102,938
Defease Engle 9 1/4% senior notes
due 2008(5)...................... 12,897
Pay Engle Homes acquisition
debt(6).......................... 71,000
Excess cash to be used for working
capital in operations............ 2,068
-------- --------
Total sources...................... $336,035 Total uses......................... $336,035
======== ========

---------------

(1) Represents the borrowings outstanding as of December 31, 2001 and after
repayment of debt from the net proceeds of the Westbrooke Sale, under
construction and lot loans from financial institutions to Newmark,
collateralized by lots and single family residences completed or under
construction. These construction and lot loans bear interest at LIBOR plus
175 basis points to prime rate (4.20% to 4.75% at December 31, 2001) and
mature upon the sale of the financed home. The amount we repay in the
Refinancing will include accrued and unpaid interest of approximately
$43,000 as of April 10, 2002.

(2) Represents the outstanding consideration payable by Newmark for its
acquisition of Westbrooke in 1998. The obligations are payable in annual
installments of $2.4 million beginning in January 1999 and bear interest at
6.45% annually. The amount we repay in the Refinancing will include accrued
and unpaid interest of approximately $96,000 as of April 10, 2002.

(3) Represents (i) the outstanding balance of $555,000 on a construction loan,
which bears interest at 7.45% and matures in August 2008, to Newmark for its
current corporate office; and (ii) the outstanding balance of $590,000 on a
mortgage, which bears interest at the prime rate and matures in March of
2031, on a condominium in Miami used by employees of Newmark. The amount we
repay in the Refinancing will include accrued and unpaid interest of
approximately $2,000 as of April 10, 2002.

(4) Represents a credit agreement entered into by Engle in connection with its
acquisition by Technical Olympic on November 22, 2000. The credit agreement
provides a $100 million term loan commitment and a $275 million revolving
credit facility. Proceeds from these facilities provide working capital and
financed the required repurchase offer made to holders of Engle's then
outstanding $250 million principal amount of 9 1/4% Senior Notes. The term
loan and the revolving facility terminate on November 22, 2002, whereupon
all amounts outstanding become due. The amount we repay in the Refinancing
will include accrued and unpaid interest of approximately $360,000 as of
April 10, 2002.

(5) Represents the remaining 9 1/4% Senior Notes due 2008 that will be defeased
as part of the Refinancing. The amount we repay in the Refinancing will
include accrued and unpaid interest of approximately $226,000 as of April
10, 2002.

(6) Represents the Engle Homes Acquisition Debt, a $71 million obligation of
Technical Olympic incurred in connection with its acquisition of Engle Homes
in November 2000 assumed by Newmark prior to the Merger and to be repaid as
part of the Refinancing. The amount we repay in the Refinancing will include
accrued and unpaid interest of approximately $293,000 as of April 10, 2002.

FINANCIAL INFORMATION

SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA FOR NEWMARK

The following table sets forth selected financial and operating data of
Newmark. The selected financial data for each year in the five year period ended
December 31, 2001 are derived from the audited consolidated financial statements
of Newmark. The data should be read in conjunction with the consolidated
financial statements, related notes, and other financial information included
herein or incorporated by reference.

YEAR ENDED DECEMBER 31,
----------------------------------------------------
2001 2000 1999(1) 1998(2) 1997
-------- -------- -------- -------- --------
(DOLLARS IN THOUSANDS)

STATEMENT OF OPERATIONS DATA:
Revenues.............................. $629,949 $640,506 $491,714 $406,353 $215,360
Cost of sales......................... $515,700 $529,800 $411,011 $339,094 $175,300
Selling, general and administrative
expense............................ $ 69,288 $ 64,720 $ 49,565 $ 43,614 $ 26,512
Operating income...................... $ 40,015 $ 42,739 $ 27,867 $ 21,170 $ 12,344
Income before income taxes............ $ 38,709 $ 40,543 $ 27,086 $ 20,432 $ 10,927
Income taxes.......................... $ 13,996 $ 14,852 $ 9,701 $ 7,637 $ 4,272
Net income............................ $ 24,713 $ 25,691 $ 17,385 $ 12,795 $ 6,655
OPERATING DATA:
New sales contracts, net of
cancellations...................... 2,237 2,346 2,234 2,036 984
Closings.............................. 2,330 2,499 1,989 1,874 972
Backlog at end of period.............. 752 845 998 753 279
Average sales price per closing....... $ 263 $ 254 $ 240 $ 216 $ 219
Sales value of backlog at end of
period............................. $192,822 $211,859 $230,394 $170,402 $ 60,048

YEAR ENDED DECEMBER 31,
----------------------------------------------------
2001 2000 1999 1998 1997
-------- -------- -------- -------- --------
(DOLLARS IN THOUSANDS)

BALANCE SHEET DATA:
Inventories........................... $252,773 $246,712 $255,576 $185,247 $102,547
Total assets.......................... $339,323 $323,991 $328,892 $245,338 $139,213
Borrowings(3)......................... $121,658 $127,546 $149,380 $106,839 $ 66,100
Stockholders' equity.................. $153,812 $135,309 $109,618 $ 90,112 $ 55,691

---------------

(1) Technical Olympic acquired 80% of Newmark's common stock on December 15,
1999. Consequently, Newmark's audited financial statements for 1999 present
the results of operations in two columns on a predecessor and successor
basis. The predecessor column includes the results of operations from
January 1, 1999 to December 15, 1999. The successor column includes the
results of operations from December 16, 1999 to December 31, 1999. In this
table, the financial and operating data reflects the operations of Newmark
on a full-year basis, which represents the total of the predecessor and
successor columns.

(2) Reflects the operating data of Westbrooke subsequent to Newmark's
acquisition of the homebuilding assets of Westbrooke on January 1, 1998.

(3) Borrowings exclude land acquisition notes payable and consolidated land bank
obligations which primarily represent liabilities associated with entities
that did not meet the accounting criteria to qualify as unconsolidated
special purpose entities. As a result, the liabilities and the corresponding
assets have been consolidated in Newmark's financial statements.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA FOR ENGLE HOMES

The following table sets forth selected financial and operating data of
Engle Homes. The selected financial data for each year in the four-year period
ended October 31, 2000 and the year ended December 31, 2001 are derived from the
audited consolidated financial statements of Engle Homes. On November 22, 2000,
Engle Homes changed its fiscal year from October 31 to December 31. Engle Homes
did not recast its financial data for prior years to reflect this change in
fiscal year.

YEAR ENDED YEAR ENDED OCTOBER 31,
DECEMBER 31, -----------------------------------------
2001 2000 1999 1998 1997
------------ -------- -------- -------- --------
(DOLLARS IN THOUSANDS)

STATEMENT OF OPERATIONS DATA:
Revenues............................ $1,006,695 $844,011 $741,940 $536,040 $425,295
Cost of sales....................... $ 773,347 $686,223 $603,705 $438,921 $352,390
Selling, general and administrative
expense.......................... $ 95,947 $ 79,158 $ 71,079 $ 52,815 $ 39,620
Income before income taxes.......... $ 111,392 $ 57,198 $ 45,645 $ 28,370 $ 21,899
Income tax expense.................. $ 42,068 $ 21,534 $ 17,619 $ 10,922 $ 8,431
Income before extraordinary items... $ 69,324 $ 35,664 $ 28,026 $ 17,448 $ 13,468
Extraordinary items, net............ -- -- -- $ (2,612) --
Net income.......................... $ 69,324 $ 35,664 $ 28,026 $ 14,836 $ 13,468
OPERATING DATA:
New sales contracts, net of
cancellations.................... 3,609 3,778 3,753 3,357 1,845
Closings............................ 3,893 3,573 3,514 2,605 1,992
Backlog at end of period............ 1,810 2,065 1,860 1,621 869
Average sales price per closing..... $ 246 $ 222 $ 201 $ 192 $ 203
Sales value of backlog at end of
period........................... $ 475,730 $497,800 $411,100 $324,000 $174,000

OCTOBER 31,
DECEMBER 31, -----------------------------------------
2001 2000 1999 1998 1997
------------ -------- -------- -------- --------
(DOLLARS IN THOUSANDS)

BALANCE SHEET DATA:
Inventories......................... $456,303 $409,458 $386,804 $352,620 $230,108
Total assets........................ $654,848 $542,697 $514,893 $431,428 $288,412
Borrowings(1)....................... $254,524 $269,463 $280,411 $230,907 $166,593
Stockholder's equity................ $259,558 $217,691 $186,432 $161,724 $ 93,180

---------------

(1) Borrowings exclude consolidated land bank obligations which primarily
represents liabilities associated with entities that did not meet the
accounting criteria to qualify as unconsolidated special purpose entities.
As a result, the liabilities and the corresponding assets have been
consolidated in Engle's financial statements.

TECHNICAL OLYMPIC USA, INC. PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The following unaudited pro forma combined consolidated financial
statements give effect to the Westbrooke Sale, the Merger Transactions and the
Refinancing. In the Westbrooke Sale, Newmark will sell the stock of Westbrooke
for approximately $41 million in cash. An adjustment (either upwards or
downwards) to the purchase price may occur within 90 days of the closing date of
the Westbrooke Sale based on Westbrooke's net income from January 1, 2002
through the closing date. In addition, on the effective date of the Westbrooke
Sale, Standard Pacific will satisfy approximately $54 million of Westbrooke's
debt that includes approximately $14 million of intercompany liabilities owed to
Newmark. The amounts will be

adjusted for other capital activity through the closing date. The Westbrooke
Sale, which is subject to the satisfaction of certain conditions, is expected to
become effective on or about April 12, 2002.

In the Merger, each issued and outstanding share of Engle Holdings common
stock will be exchanged for 1,724.082935 shares of Newmark common stock. As of
April 5, 2002, there were 9,500 shares of Engle Holdings common stock issued and
outstanding, all of which are held by Technical Olympic. As a result of the
Merger, Newmark will issue 16,378,787 shares of common stock. In addition, prior
to the Merger, Newmark will assume the Engle Homes Acquisition Debt, which will
be repaid as part of the Refinancing. Technical Olympic USA, Inc. (TOUSA) will
be the name of the combined businesses after the Merger Transactions are closed.

Both Newmark and Engle are under the common control of Technical Olympic,
and consequently the Merger is being accounted for in a manner similar to a
pooling-of-interests, in accordance with Statement of Financial Accounting
Standards (SFAS) No. 141, "Business Combinations." Pursuant to SFAS No. 141,
when accounting for the exchange of shares between entities under common
control, the entity that receives the equity interests (Newmark) will recognize
the assets and liabilities transferred at their carrying amounts in the accounts
of the transferring entity (Engle) at the date of transfer.

The Merger is conditioned upon the simultaneous completion of the
Refinancing, pursuant to which TOUSA expects to (i) enter into the Bank
Facility; (ii) issue approximately $350 million aggregate principal amount of
one or more series and senior or senior subordinated notes in the Notes
Offering; (iii) repay the Engle Homes Acquisition Debt; (iv) repay or defease an
aggregate of $215.8 million of outstanding Engle debt; and (v) repay an
aggregate of $47.1 million of outstanding Newmark debt.

The Bank Facility is anticipated to be a $175 million revolving credit
facility. The Bank Facility is expected to expire three years from the effective
date of the Merger and includes, at TOUSA's option, two one-year extensions. The
Bank Facility is expected to contain financial covenants and provisions that
may, under some circumstances, limit the amount TOUSA may borrow. As determined
by its leverage ratio as defined under the Bank Facility, the interest rate is
anticipated to vary based on LIBOR or a base rate plus an applicable margin to
be agreed. TOUSA intends to use the net proceeds from the Notes Offering to
defease or repay outstanding loans, credit facilities, notes and other debt, as
well as to repay the Engle Homes Acquisition Debt. For more information on the
Bank Facility, see "The Merger -- The Refinancing."

The unaudited pro forma combined consolidated financial statements have
been prepared in accordance with accounting principles generally accepted in the
United States and should be read in conjunction with the historical consolidated
financial statements of Newmark and Engle including the notes thereto.

The accompanying unaudited pro forma information is presented for
illustrative purposes only and is based on certain assumptions and adjustments
described in the notes thereto. Such information is not necessarily indicative
of the operating results or financial position that would have occurred had the
Westbrooke Sale, the Merger Transactions and the Refinancing been consummated at
the dates indicated, nor is it necessarily indicative of future operating
results or financial position of the combined companies. No effect has been
given in the unaudited pro forma consolidated financial statements for operating
and synergistic benefits that may be realized through the Merger Transactions,
except for the reduction in executive compensation which will be realized based
on employment contracts. In addition, the unaudited pro forma consolidated
financial statements do not reflect any of the initial, non-recurring costs
associated with the Westbrooke Sale or the Merger Transactions, because those
costs cannot currently be estimated.

The accompanying unaudited Pro Forma Consolidated Statement of Financial
Condition gives effect to the Westbrooke Sale, the Merger and the Refinancing as
if they had occurred on December 31, 2001, combining the Consolidated Statement
of Financial Condition of Newmark and the Consolidated Statement of Financial
Condition of Engle Homes, each at December 31, 2001 and giving effect to the
Westbrooke Sale. The accompanying unaudited Pro Forma Consolidated Statement of
Income gives effect to the sale of Westbrooke, the Merger and the Refinancing as
if they had occurred on December 31, 2000, combining the results of operations
for Newmark and Engle Homes for the year ended December 31, 2001 and giving
effect to the Westbrooke Sale.

THE PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) DO NOT PURPORT
TO REPRESENT WHAT THE FINANCIAL POSITION OR RESULTS OF OPERATIONS OF TECHNICAL
OLYMPIC USA, INC. WOULD ACTUALLY HAVE BEEN IF THE WESTBROOKE SALE, THE
REFINANCING AND THE MERGER HAD IN FACT OCCURRED ON THE DATES INDICATED OR TO
PROJECT THE FINANCIAL POSITION OR RESULTS OF OPERATIONS FOR ANY FUTURE DATE OR
PERIOD.

TECHNICAL OLYMPIC USA, INC.

PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL CONDITION (UNAUDITED)
DECEMBER 31, 2001

PRO FORMA ADJUSTMENTS
------------------------ TECHNICAL
REFINANCING WESTBROOKE OLYMPIC USA,
NEWMARK ENGLE AND MERGER SALE(4) INC. COMBINED
-------- --------- ----------- ---------- -------------
(DOLLARS IN THOUSANDS)

Assets
Cash-unrestricted............... $ 24,211 $ 65,417(3) $ 2,068 $ (733) $ 90,963
Cash-restricted................. 611 27,343(3) 12,897 (611) 40,240
Mortgage loans held for sale.... 50,933 50,933
Inventory....................... 252,773 456,303 (90,540) 618,536
Property and equipment, net..... 7,985 5,474 (2,765) 10,694
Other assets, net............... 9,929 34,590(3) 13,965 (8,079) 50,405
Goodwill, net................... 43,814 14,788 (5,150) 53,452
-------- --------- ---------
Total assets................. $339,323 $ 654,848 $ 915,223
======== ========= =========

Liabilities and Stockholders'
Equity
Accounts payable and accrued
liabilities.................. $ 26,250 $ 53,054(2) $ 25,201 $(10,419) $ 94,086
Construction, acquisition and
other notes payable.......... 129,028 215,835(1) 71,000 (36,166) 368,127
(3) 28,930 (40,500)
Financial Services borrowings... 38,689 38,689
Consolidated land bank
obligations.................. 13,122 30,022 (13,122) 30,022
Other liabilities............... 17,012 21,994 (7,671) 31,335
-------- --------- ---------
Total liabilities............ 185,412 359,594 562,259
Minority interest................. 99 35,696 35,795
Stockholders' equity:
Common stock.................... 115 (2) 164 279
Additional paid-in capital...... 106,855 215,709(2) (164) 251,400
(1) (71,000)
Retained earnings............... 46,842 43,849(2) (25,201) 65,490
-------- --------- ---------
Total stockholders' equity... 153,812 259,558 317,169
-------- --------- ---------
Total liabilities and
stockholders' equity....... $339,323 $ 654,848 $ 915,223
======== ========= =========

TECHNICAL OLYMPIC USA, INC.

PRO FORMA CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
FOR THE YEAR ENDED DECEMBER 31, 2001

PRO FORMA ADJUSTMENTS
------------------------- TECHNICAL
REFINANCING WESTBROOKE OLYMPIC USA,
NEWMARK ENGLE AND MERGER SALE(7) INC. COMBINED
----------- ---------- ----------- ----------- -------------
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

Revenues:
Homebuilding............... $ 612,961 $ 958,125 $ $ (196,535) $ 1,374,551
Land sales................. 16,988 10,499 (9,126) 18,361
Financial services......... -- 32,659 32,659
Other...................... 992 5,412 (1,376) 5,028
----------- ---------- -----------
630,941 1,006,695 1,430,599
Costs and Expenses:
Cost of sales.............. 515,700 773,347(5) 6,459 (177,179) 1,118,327
Selling, general and
administrative.......... 69,288 95,947(6) (3,129) (16,754) 145,352
Depreciation and
amortization............ 5,349 6,457 (2,957) 8,849
Financial services......... -- 17,688 17,688
Interest expense........... 1,116 -- (29) 1,087
Merger and related
charges................. 779 1,864 2,643
----------- ---------- -----------
592,232 895,303 1,293,946
----------- ---------- -----------
Income before income
taxes................... 38,709 111,392 136,653
Income taxes............... 13,996 42,068(8) (1,232) (3,846) 50,986
----------- ---------- -----------
Net income................. $ 24,713 $ 69,324 $ 85,667
=========== ========== ===========
Earnings per common share:
Basic and diluted.......... $ 2.15 n/a $ 3.07
Weighted average number of
shares outstanding:
Basic and diluted.......... 11,500,000 (9) 16,378,787 27,878,787

TECHNICAL OLYMPIC USA, INC.

NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT SHARE OR PER SHARE AMOUNTS)

The pro forma adjustments to the Pro Forma Combined Consolidated Statement
of Financial Condition as of December 31, 2001 are as follows:

(1) To record the assumption of the Engle Homes Acquisition Debt of
$71,000.

(2) To reflect the issuance of 16,378,787 new shares of common stock
at $ .01 par value and accrue severance and other merger related costs of
$25,201.

(3) To record the proceeds of the Refinancing and the related use of
proceeds as follows:

Principal Amount of Notes Offering..................... $ 350,000
Repayment of the Engle Homes Acquisition Debt.......... (71,000)
Repayment of Engle debt................................ (202,938)
Repayment of Newmark debt.............................. (47,132)
----------
Net increase in debt................................... 28,930
Deferred financing costs............................... (13,965)
----------
Net Proceeds from Refinancing.......................... 14,965
Cash used for Defeasance of Engle 9 1/4% Senior
Notes................................................. (12,897)
----------
Net Proceeds after Defeasance.......................... $ 2,068
==========

(4) To record the Westbrooke Sale and the related proceeds. The
anticipated net proceeds of $40,500 will be used to further repay existing
Newmark debt.

The pro forma adjustments to the Pro Forma Combined Consolidated Statement
of Income for the year ended December 31, 2001 are as follows:

(5) To record the estimated net increase in cost of sales due to the
increase in interest incurred resulting from the Refinancing and the
repayment of the Engle and Newmark debt. Interest is recalculated using the
estimated rates of interest on the new debt structure. For each 0.125%
change in the interest rate assumed for in the Refinancing, pro forma
interest included in cost of sales will change by approximately $308.

(6) To record the decrease in selling, general and administrative
expenses due to contractual efficiencies realized from the reorganization
of executive level management.

(7) To eliminate the Westbrooke results of operations as a result of
the Westbrooke Sale.

(8) To reflect the tax effect of the adjustments set forth in (5) and
(6) above.

(9) To reflect the issuance of 16,378,787 new shares of common stock,
which for pro forma purposes are assumed to be outstanding for the entire
year.

CAPITALIZATION

The following table sets forth our capitalization as of December 31, 2001
on a pro forma combined basis to give effect to the Westbrooke Sale, the Merger
Transactions and the Refinancing as if they occurred on December 31, 2001. You
should read our pro forma financial statements and notes that are included in
this Information Statement.

AS OF
DECEMBER 31,
2001 PRO
FORMA
CONSOLIDATED
-------------
(DOLLARS IN
THOUSANDS)

Cash and cash equivalents (unrestricted).................... $ 90,963
========
Borrowings:
Engle 9 1/4% Senior Notes due 2008(1)..................... $ 12,897
Notes issued in Notes Offering............................ 350,000
Financial services borrowings(2).......................... 38,689
Newmark construction and lot loans(3)..................... 5,230
--------
Total borrowings(4)............................... $406,816
========
Total stockholders' equity.................................. $317,169
========
Total capitalization........................................ $723,985
========

---------------

(1) Represents the 9 1/4% Senior Notes due 2008 that will be defeased as part of
the Refinancing.

(2) Represents the PHMC warehouse line of credit (including a purchase
agreement) in the aggregate maximum amount of $40 million, which is
guaranteed by Engle. The line is used to service origination of mortgage
loans.

(3) Represents construction and lot loans from financial institutions to
Newmark, collateralized by lots and single family residences completed or
under construction. For more information on these construction and lot
loans, see "The Merger -- The Refinancing."

(4) Borrowings exclude consolidated land bank obligations which primarily
represents liabilities associated with entities that did not meet the
accounting criteria to qualify as unconsolidated special purpose entities.
As a result, the liabilities and the corresponding assets have been
consolidated in Newmark and Engle's consolidated financial statements.

FEDERAL INCOME TAX TREATMENT OF THE MERGER

For Federal income tax purposes

(i) the Merger will constitute a reorganization within the meaning of
Section 368(a) of the Internal Revenue Code of 1986, as amended,

(ii) no gain or loss will be recognized by our stockholders as a
consequence of the Merger,

(iii) a stockholder's aggregate tax basis in our common stock after
the Merger will be the same as the holder's aggregate tax basis in the
shares of our common stock immediately prior to the Merger and

(iv) no gain or loss will be recognized by us as a consequence of the
Merger.

THE DISCUSSION SET FORTH ABOVE CONCERNING CERTAIN FEDERAL INCOME TAX
CONSEQUENCES OF THE MERGER IS INCLUDED HEREIN FOR GENERAL INFORMATION ONLY. ALL
STOCKHOLDERS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS AS TO ANY FEDERAL,
STATE, LOCAL OR FOREIGN TAX CONSEQUENCES APPLICABLE TO THEM WHICH COULD RESULT
FROM THE MERGER.
39

MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION

The following discussion and analysis of the financial condition and
results of operations of Newmark and Engle should be read in conjunction with
the section "Selected Historical Consolidated Financial and Operating Data of
Newmark" and "Selected Historical Consolidated Financial and Operating Data of
Engle Homes" and the consolidated financial statements and related notes
included elsewhere in this Information Statement.

The information in this discussion under the caption "Newmark" relates only
to Newmark and its consolidated subsidiaries on a stand-alone basis and the
information in this discussion under the caption "Engle Homes" relates only to
Engle Homes and its consolidated subsidiaries on a stand-alone basis. The
information in this discussion under the caption "Technical Olympic USA, Inc."
relates to the combined enterprise following the Merger. Unless the context
indicates otherwise, the terms "we," "ours" and "us" refer to the combined
enterprise that is the surviving corporation after giving effect to the Merger.

NEWMARK

Newmark designs, builds and sells single-family homes, town homes and patio
homes in seven markets in Texas, Florida, Tennessee and North Carolina. At
December 31, 2001, Newmark operated in 67 communities in its markets and had 725
homes under construction. Newmark is also engaged in residential land
acquisition and lot development and at December 31, 2001, Newmark owned or had
under option contracts 3,847 lots available for future home building.

Newmark's predecessor company was founded in Houston, Texas in 1983. In
March 1995, Newmark acquired The Adler Companies, Inc., which has operated in
southern Florida since 1990. In January 1998, Newmark acquired Westbrooke, which
has operated in the Miami, Florida area since 1976. Newmark completed its
initial public offering of common stock in March 1998. On December 15, 1999,
Technical Olympic purchased 9,200,000 shares of Newmark's common stock (80% of
its outstanding common stock) from Pacific Realty Group, Inc. On April 6, 2002,
Newmark entered into a stock purchase agreement pursuant to which it will sell
all the stock of Westbrooke to Standard Pacific. For more information on the
sale of Westbrooke, see "Our Business -- Recent Developments."

For the twelve months ended December 31, 2001, Newmark generated $629.9
million in revenues. Newmark derives its revenue primarily from two sources: (i)
sales of homes and (ii) sales of land. The following table sets forth Newmark's
revenue by source and in total for the periods indicated:

YEAR ENDED DECEMBER 31,
------------------------------
SOURCE 2001 2000 1999
------ -------- -------- --------
(DOLLARS IN THOUSANDS)

Sales of homes....................................... $612,961 $634,487 $477,106
Sales of land........................................ 16,988 6,019 14,608
-------- -------- --------
Total.............................................. $629,949 $640,506 $491,714
======== ======== ========

The following table sets forth, by region, for Newmark the number of sales
contracts executed (net of cancellations), the number of home sales closed,
homebuilding revenue and average sales price, in each case for the twelve months
ended December 31, 2001, and its backlog at December 31, 2001:

AVERAGE BACKLOG
NET SALES HOMEBUILDING SALES --------------------
REGION CONTRACTS CLOSINGS REVENUE PRICE HOMES SALES VALUE
------ --------- -------- ------------ -------- ----- ------------

Texas................ 1,189 1,254 $361,321,000 $288,135 302 $ 85,697,000
Florida(1)........... 879 919 196,535,000 $213,857 413 95,147,000
Mid-Atlantic......... 169 157 55,105,000 $350,987 37 11,978,000
----- ----- ------------ --- ------------
Total.............. 2,237 2,330 $612,961,000 $263,073 752 $192,822,000
===== ===== ============ === ============

---------------

(1) Operations to be sold in Westbrooke Sale. See "Our Business -- Recent
Developments."

Newmark's primary expenses are (i) the cost of sales and (ii) selling,
general and administrative expenses ("SG&A"). Cost of sales reflects the cost of
home construction and land purchases (including, in each case, capitalized
interest and financing costs). SG&A includes administrative costs, advertising
expenses, on-site marketing expenses and commission costs. The following table
sets forth Newmark's principal expenses by category and in total for the periods
indicated:

YEAR ENDED DECEMBER 31,
------------------------------
EXPENSE 2001 2000 1999
------- -------- -------- --------
(DOLLARS IN THOUSANDS)

Cost of sales........................................ $515,700 $529,800 $411,011
SG&A................................................. 69,288 64,720 49,565
-------- -------- --------
Total.............................................. $584,988 $594,520 $460,576
======== ======== ========

RESULTS OF OPERATIONS

The following table sets forth Newmark's homebuilding revenue and the
number of home sales Newmark closed by market and in total for the periods
indicated:

YEAR ENDED DECEMBER 31,
------------------------------
2001 2000 1999(3)
-------- -------- --------
(DOLLARS IN THOUSANDS)

Region:
Texas
Homebuilding Revenues........................... $361,321 $387,188 $332,584
Home Closings................................... 1,254 1,409 1,313
Florida(1)
Homebuilding Revenues........................... $196,535 $193,918 $108,100
Home Closings................................... 919 946 581
Mid-Atlantic
Homebuilding Revenues........................... $ 55,105 $ 53,381 $ 36,422
Home Closings................................... 157 144 95
-------- -------- --------
Total Homebuilding Revenues(2)....................... $612,961 $634,487 $477,106
-------- -------- --------
Total Home Closings.................................. 2,330 2,499 1,989
======== ======== ========
Average sales price per home closed.................. $ 263 $ 254 $ 240

---------------

(1) Operations to be sold in Westbrooke Sale. See "Our Business -- Recent
Developments."

(2) Does not include revenues from land sales of $17.0 million, $6.0 million,
and $14.6 million in 2001, 2000, and 1999, respectively.

(3) Reflects the revenue and units closed on a full-year basis. See, note 2 to
"Financial Information -- Selected Historical Consolidated Financial and
Operating Data for Newmark."

The following table sets forth certain historical operating data for
Newmark as a percentage of revenues:

YEAR ENDED DECEMBER 31,
------------------------
2001 2000 1999
------ ------ ------

Cost of sales............................................... 81.9% 82.7% 83.6%
Gross profit................................................ 18.1% 17.3% 16.4%
SG&A........................................................ 11.0% 10.1% 10.1%
Income before income taxes.................................. 6.1% 6.3% 5.5%
Income taxes(1)............................................. 36.2% 36.6% 35.8%
Net income.................................................. 3.9% 4.0% 3.5%

---------------

(1) As a percentage of income before income taxes.

On April 6, 2002, we entered into a stock purchase agreement pursuant to
which we will sell all the stock of Westbrooke to Standard Pacific for
approximately $41 million in cash. An adjustment (either upwards or downwards)
to the purchase price may occur within 90 days of the closing date of the
Westbrooke Sale based on Westbrooke's net income from January 1, 2002 through
the closing date. In addition, on the effective date of the Westbrooke Sale,
Standard Pacific will satisfy approximately $54 million of Westbrooke's debt
that includes approximately $14 million of intercompany liabilities owed to
Newmark. The amounts will be adjusted for other capital activity through the
closing date. We expect the Westbrooke Sale, which is subject to the
satisfaction of certain conditions, to become effective on or about April 12,
2002. For more information on the sale of Westbrooke, see "Our
Business -- Recent Developments."

Twelve Months Ended December 31, 2001 Compared to Twelve Months Ended December
31, 2000.

Revenues decreased by $10.6 million, or 1.7%, to $629.9 million in 2001
from $640.5 million in 2000. This decrease was primarily due to a decrease in
the number of homes closed offset by an increase in the average selling price
and an increase in revenues from land sales. The number of homes closed declined
by 169 homes, or 6.8%, to 2,330 homes in 2001 from 2,499 homes in 2000 due to
general market conditions. The average selling price of homes closed increased
by $9,177, or 3.6%, to $263,073 in 2001 from $253,896 in 2000 due to general
market conditions. Revenue from land sales in 2001 increased by $11.0 million,
or 183%, to $17.0 million from $6.0 million in 2000 principally as a result of
an increase in land sold in South Florida.

Cost of sales decreased by $14.1 million, or 2.7%, to $515.7 million in
2001 from $529.8 in 2000. As a percentage of revenues, cost of sales for 2001
decreased to 81.9% from 82.7% in 2000. The decrease in cost of sales in both
dollar amount and percentage was primarily due to the decrease in revenue and a
shift in the product mix of homes closed to higher margin homes. Cost of land
sales for 2001 increased by $7.6 million, or 133%, to $13.3 million from $5.7
million in 2000, primarily due to the increase in land sold in Florida.

Equity in earnings from unconsolidated subsidiaries increased by $0.4
million, or 53.7%, to $1.2 million in 2001 from $0.8 million in 2000 due to
increased earnings from the land development joint ventures.

SG&A expense increased by $5.3 million, or 6.7%, to $69.0 million in 2001
from $64.7 million in 2000. As a percentage of revenues, SG&A expense increased
to 11.0% in 2001 from 10.1% in 2000. The increase in SG&A expense was primarily
due to the expansion of Newmark's operations in some of its Texas markets. In
addition, Newmark has incurred approximately $0.8 million in legal and related
costs in connection with the proposed merger.

Interest expense, net of interest capitalized, decreased by $2.2 million,
or 66.0%, to $1.1 million in 2001 from $3.3 million in 2000. The primary reason
for the decrease is the 36% decrease in the average prime rate and the 80%
decrease in the average 90-day LIBOR rate from 2000 to 2001.

Newmark's provision for income taxes remained relatively consistent as a
percentage of earnings before taxes at 36.2% in 2001 compared to 36.6% in 2000.

Net income decreased by 3.8% primarily due to the decrease in home closings
as described above.

Twelve Months Ended December 31, 2000 Compared to Twelve Months Ended December
31, 1999

Revenues increased by $148.8 million, or 30.3%, to $640.5 million in 2000
from $491.7 million in 1999. This increase was primarily due to an increase in
the number of homes closed, which increased by 510 homes, or 25.6%, to 2,499
homes in 2000 from 1,989 homes in 1999, and an increase in average selling price
of homes. The average selling price of homes increased by $14,000, or 5.9%, to
$254,000 in 2000 from $240,000 in 1999, which was primarily due to market
conditions and the mix of homes sold. The overall increase in revenues was
slightly offset by a decrease in revenue from land sales, which decreased by
$8.6 million, or 58.9%, to $6.0 million in 2000 from $14.6 million in 1999. This
decrease in revenue from land sales was primarily due to a decline on land sales
during 2000, principally in Newmark's markets in Texas and Florida.

Cost of sales increased by $118.8 million, or 28.9%, to $529.8 million in
2000 from $411.0 million in 1999 primarily due to the increase in revenues from
homes sales closed as described above. Cost of land sales for 2000 decreased by
$6.4 million, or 52.9%, to $5.7 million from $12.1 million in 1999. As a
percentage of revenues, cost of sales for 2000 decreased to 82.7% from 83.6% in
1999 due to a shift in product mix of homes closed to higher margin homes.

Equity in earnings from unconsolidated subsidiaries remained relatively
constant.

SG&A expense increased by $15.1 million, or 30.6%, to $64.7 million in 2000
from $49.6 million in 1999. This increase in SG&A expense resulted primarily
from the expansion into new markets in Tennessee and North Carolina, as well as
the expansion in existing markets in Texas and Florida. As a percentage of
revenues, SG&A expense remained consistent at 10.1% in 2000 and 1999.

Interest expense, net of interest capitalized, increased by $1.4 million,
or 77.8%, to $3.2 million in 2000 from $1.8 million in 1999. This increase in
interest expense was primarily due to the increase in the average number of
completed homes held in inventory for the year ended December 31, 2000 to 179
from 115 during the twelve months ended December 31, 1999.

Newmark's provision for income taxes increased as a percentage of earnings
before taxes to 36.6% in 2000 compared to 35.8% in 1999. The increase was
primarily a result of increased state taxes resulting from increased earnings in
the State of Florida. Federal income taxes decreased as a percentage of earnings
before taxes to 34.3% in 2000 compared to 35.6% in 1999 primarily as a result of
the increase in deductible amortization of goodwill resulting from Newmark's
election to treat its acquisition of Westbrooke as an asset purchase under the
Internal Revenue Code Section 338(h)(10). Newmark recognized federal income tax
expense of $13.9 million in 2000 compared to $9.6 million in 1999.

Net income increased by $8.3 million, or 47.8%, to $25.7 million in 2000
from $17.4 million in 1999. The increase primarily was attributable to the
increase in revenues in Newmark's most profitable markets.

LIQUIDITY AND CAPITAL RESOURCES

Newmark's financing needs historically have varied based primarily on its
operations, sales volume, inventory levels, inventory turnover and land
acquisitions. At December 31, 2001, Newmark had cash and cash equivalents of
$24.8 million. Inventories (including finished homes and construction in
progress, developed lots and other land) at December 31, 2001 were $252.8
million, an increase of $6.1 million, or 2.5%, from $246.7 million at December
31, 2000. This increase results from general growth in Newmark's business. The
growth of Newmark's business has resulted in a decrease in Newmark's ratio of
debt payable to total capitalization to 48.0% at December 31, 2001 from 50.6% at
December 31, 2000. Newmark's ratio of equity to total assets increased to 45.3%
at December 31, 2001 from 41.7% at December 31, 2000 primarily due to increased
financing of operations through earnings. Historically, Newmark has financed its
operations primarily through its earnings and borrowings from financial
institutions.

During the years ended December 31, 2001 and 2000, cash provided by
operating activities was $16.3 million and $32.4 million, respectively. During
the year ended December 31, 1999, cash used in operating activities was $35.6
million. The decrease in cash provided by operating activities in 2001 versus
2000 was primarily a result of increasing inventory levels generated by the
general growth in our business. The

increase in cash provided by operating activities in 2000 as compared to 1999
was primarily a result of the 25.6% increase in home closings in 2000 from 1999.
During 1999, the significant cash used in operating activities was caused by the
increasing inventory levels due to expansion of the company's business.

Except for ordinary expenditures for the construction of homes and, to a
limited extent, the acquisition of land and lots for development and sales of
homes, at December 31, 2001 Newmark had no material commitments for capital
expenditures.

On June 27, 2000, Newmark entered into a $150 million secured revolving
credit facility with six banks which matures on June 27, 2003, with annual
options for one-year extensions. This credit facility has been used to finance
the acquisition and development of residential communities, the purchase of
developed lots and the construction of homes in Newmark's markets in Texas,
Tennessee and North Carolina. As of December 31, 2001, Newmark had borrowings of
$81.6 million outstanding under this facility. Newmark intends to repay the debt
outstanding under this facility with the net proceeds from the Westbrooke Sale
and as part of the Refinancing.

Newmark finances its Westbrooke operations in Florida with cash from
operations and borrowings for construction and lot development through credit
agreements are with regional and national financial institutions. Each of these
credit agreements relates to specific communities and provides for financing
residential land development costs, lot acquisition costs and home construction
costs. The agreements have various maturity dates and bear interest at rates
based on LIBOR and prime. At December 31, 2001, Newmark had lines of credit
commitments for construction loans of approximately $221.0 million, of which
$20.0 million was available to draw down. Standard Pacific will satisfy
Westbrooke's portion of the debt under these construction loans in the
Westbrooke Sale and Newmark intends to repay its debt under these construction
loans in the Refinancing.

The following table sets forth the maturities on Newmark's construction and
lot development loans at December 31, 2001 (dollars in thousands):

YEAR ENDED
DECEMBER 31, AMOUNT
------------ --------

2002........................................................ $120,607
2003........................................................ 100
2004........................................................ 107
2005........................................................ 114
2006........................................................ 121
Thereafter.................................................. 609
--------
Total............................................. $121,658
========

Certain of Newmark's construction and lot development loans contain certain
provisions that, among other things, limit speculative homebuilding, require
Newmark to maintain specified minimum of tangible net worth and debt to tangible
net worth ratios and limit Newmark's ability to pay dividends.

At December 31, 2001, Newmark had approximately $7.4 million outstanding
under promissory notes issued in connection with the acquisition of Westbrooke.
The promissory notes are to be repaid in equal annual installments from 2001
through 2003. Newmark intends to repay these notes as part of the Refinancing.

CRITICAL ACCOUNTING POLICIES

In the preparation of its financial statements, Newmark applies accounting
principles generally accepted in the United States. The application of generally
accepted accounting principles may require management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying results.

Housing and other real estate sales are recognized when title passes to the
buyer and certain other conditions are met. As a result, Newmark's revenue
recognition process does not involve significant judgments

or estimates. However, Newmark does rely on certain estimates to determine the
related construction and land costs and resulting gross margins associated with
revenues recognized. Newmark's construction and land costs are comprised of
direct and allocated costs, including estimated costs for future warranties and
indemnities. Land, land improvements and other common costs are generally
allocated on a relative fair value basis to units within a parcel or
subdivision. Land and land development costs generally include related interest
and property taxes incurred until development is substantially completed.

Newmark had goodwill in the amount of $43.8 million at December 31, 2001.
Newmark periodically evaluates goodwill for impairment by determining whether
the carrying amount can be recovered through future undiscounted cash flows.
Newmark's estimates of future cash flows are based on reasonable and supportable
assumptions and represent Newmark's best estimates of the cash flows expected to
result from the use of the corresponding assets and their eventual disposition.

Newmark is involved in litigation incidental to its business, the
disposition of which is expected to have no material effect on Newmark's
financial position or results of operations. It is possible, however, that
future results of operations for any particular quarterly or annual period could
be materially affected by changes in Newmark's assumptions related to these
proceedings. Newmark accrues its best estimate of the probable cost for the
resolution of legal claims. Such estimates are developed in consultation with
outside counsel handling these matters and are based upon a combination of
litigation and settlement strategies. To the extent additional information
arises or Newmark's strategies change, it is possible that Newmark's best
estimate of its probable liability in these matters may change.

ENGLE

Engle designs, builds and sells single-family homes, town homes, patio
homes and condominiums in seven markets in Texas, Florida, Colorado, Virginia
and Arizona. At December 31, 2001, Engle operated in 92 communities in its
markets and had 1,314 homes under construction. Engle is also actively engaged
in residential land acquisition and lot development and at December 31, 2001,
owned or had under option contracts 10,040 lots available for future building.

On November 22, 2000, Engle Homes became a wholly-owned subsidiary of Engle
Holdings, a wholly-owned subsidiary of Technical Olympic. Prior to its
acquisition by Technical Olympic, Engle Homes' fiscal year ended on October 31
and information with respect to Engle Homes is presented below for the years
ended October 31, 1999 and 2000. On November 22, 2000, Engle Homes changed its
fiscal year from October 31 to December 31. Engle Homes did not recast the data
for prior years to reflect this change in fiscal years. Information with respect
to Engle Homes is also presented below for the year ended December 31, 2001.

For the twelve months ended December 31, 2001, Engle generated $1,006.7
million in revenues. Engle derives its revenue from three principal sources: (i)
sales of homes; (ii) sales of land; and (iii) providing financial services
consisting of mortgage and title services. The following table sets forth
Engle's revenue by source and in total for the periods indicated:

YEAR ENDED YEARS ENDED OCTOBER 31,
DECEMBER 31, -----------------------
SOURCE 2001 2000 1999
------ ------------ ---------- ----------
(DOLLARS IN THOUSANDS)

Sales of homes..................................... $ 958,125 $794,445 $704,563
Sales of land...................................... 10,499 24,053 11,236
Financial services................................. 32,659 22,130 22,691
Other.............................................. 5,412 3,383 3,450
---------- -------- --------
Total............................................ $1,006,695 $844,011 $741,940
========== ======== ========

The following table sets forth, by region, for Engle the number of sales
contracts executed (net of cancellations), home sales closed, homebuilding
revenue and average sales price, in each case for the twelve months ended
December 31, 2001 and its backlog at December 31, 2001:

AVERAGE BACKLOG
NET SALES HOMEBUILDING SALES ---------------------
MARKET REGION CONTRACTS CLOSINGS REVENUE PRICE HOMES SALES VALUE
------------- --------- -------- ------------ -------- ------ ------------

Texas................ 322 369 $ 72,068,000 $195,306 100 $ 19,586,000
Florida.............. 1,987 1,931 437,784,000 $226,713 1,273 326,028,000
Mid-Atlantic......... 355 536 158,466,000 $295,646 132 48,011,000
West................. 945 1,057 289,807,000 $274,178 305 82,105,000
----- ----- ------------ ----- ------------
Total.............. 3,609 3,893 $958,125,000 $246,114 1,810 $475,730,000
===== ===== ============ ===== ============

Engle's principal expenses are (i) the cost of sales and (ii) selling,
marketing, general and administrative expenses ("SMG&A"). Costs of sales
reflects the cost of home construction and land purchases (including, in each
case, capitalized interest and financing costs). SMG&A includes administrative
costs, advertising expenses, on-site marketing expenses, commission costs and
closing costs. The following table sets forth Engle's principal expenses by
category and in total for the periods indicated:

YEAR ENDED YEARS ENDED OCTOBER 31,
DECEMBER 31, -----------------------
EXPENSE 2001 2000 1999
------- ------------ ---------- ----------
(DOLLARS IN THOUSANDS)

Cost of sales..................................... $773,347 $686,223 $603,705
SMG&A............................................. 95,947 79,158 71,079
-------- -------- --------
Total........................................... $869,294 $765,381 $674,784
======== ======== ========

RESULTS OF OPERATIONS

The following table sets forth Engle's homebuilding revenue and the number
of home sales Engle closed by market for the periods indicated:

YEAR ENDED YEARS ENDED OCTOBER 31,
DECEMBER 31, -----------------------
2001 2000 1999
------------ ---------- ----------
(DOLLARS IN THOUSANDS)

Region:
Texas
Homebuilding Revenues......................... $ 72,068 $ 70,500 $ 48,800
Home Closings................................. 369 368 282
Florida
Homebuilding Revenues......................... $437,784 $359,300 $324,200
Home Closings................................. 1,931 1,739 1,668
Mid-Atlantic
Homebuilding Revenues......................... $158,466 109,900 $ 95,200
Home Closings................................. 536 419 453
West
Homebuilding Revenues......................... $289,807 254,800 $236,500
Home Closings................................. 1,057 1,047 1,111
-------- -------- --------
Total Homebuilding Revenues(1)..................... $958,125 $794,500 $704,700
-------- -------- --------
Total Home Closings................................ 3,893 3,573 3,514
======== ======== ========
Average sales price per home closed................ $ 246 $ 222 $ 201

---------------

(1) Does not include revenues from land sales of $10.5 million, $24.1 million,
and $11.2 million in 2001, 2000, and 1999, respectively.

The following table sets forth certain historical operating data for Engle
as a percentage of homebuilding, land and financial services revenues:

YEARS ENDED
YEAR ENDED OCTOBER 31,
DECEMBER 31, -----------
2001 2000 1999
------------ ---- ----

Cost of sales.............................................. 76.8% 81.2% 81.3%
Gross profit............................................... 24.1% 21.3% 20.1%
SMG&A...................................................... 9.5% 9.4% 9.6%
Income before income taxes................................. 11.1% 6.8% 6.2%
Income taxes(1)............................................ 37.8% 37.7% 38.6%
Net Income................................................. 6.9% 4.2% 3.8%

---------------

(1) As a percentage of income before income taxes.

Twelve Months Ended December 31, 2001 Compared to the Twelve Months Ended
October 31, 2000

Total revenues increased by $162.7 million or 19.3% to $1,006.7 million in
the twelve months ended December 31, 2001 from $844.0 million in the twelve
months ended October 31, 2000 primarily due to an increase in home sales and
financial services revenues.

Revenues from home sales increased by $163.7 million, or 20.6%, to $958.1
in the twelve months ended December 31, 2001 from $794.4 in the twelve months
ended October 31, 2000. This increase was primarily due to an increase in the
number of homes closed. The number of homes closed increased by 320 homes, or
9.0%, to 3,893 homes in the twelve months ended December 31, 2001 from 3,573 in
the twelve months ended October 31, 2001. The average selling price of homes
closed increased by approximately $24,000, or 10.8%, to approximately $246,000
in the twelve months ending December 31, 2001 from approximately $222,000 in the
twelve months ending October 31, 2000 due to general market conditions.

Revenues from land sales decreased by $13.6 million, or 56.4%, to $10.5
million in the twelve months ended December 31, 2001 from $24.1 million in the
twelve months ended October 31, 2000 principally as a result of a decrease in
commercial and residential land sales in the west coast of Florida, Virginia and
South Florida from that reported for the twelve months ending October 31, 2000.

Revenues from financial services increased $10.5 million, or 47.6% to $32.7
million for the twelve months ended December 31, 2001 from $22.1 million in the
twelve months ended October 31, 2000 primarily due to increased mortgage and
title services provided in conjunction with the increase in the number homes
closed.

Cost of home sales increased by $98.9 million, or 14.9%, to $763.7 million
in the twelve months ending December 31, 2001 from $664.8 million in the twelve
months ending October 31, 2000. The increase in the cost of sales was primarily
due to the related increase in home sales revenue. Cost of land sales decreased
by $11.8 million, or 55.0%, to $9.6 million in the twelve months ending December
31, 2001 from $21.4 million in the twelve months ending October 31, 2000,
primarily due to the related decrease in land sales revenue. Cost of financial
services increased $2.4 million, or 15.7%, to $17.7 million in the twelve months
ended December 31, 2001 from $15.3 million in the twelve months ended October
31, 2000, primarily due to the related increase in financial service revenues.

SMG&A expenses increased by $16.8 million, or 21.2%, to $95.9 million in
the twelve months ending December 31, 2001 from $79.2 million in the twelve
months ending October 31, 2000. As a percentage of revenues, SMG&A expenses
increased slightly from 9.4% of revenue for the twelve months ended October 31,
2000 to 9.5% of revenue for the twelve months ended December 31, 2001.

Financial services pretax income increased by $8.2 million or 120.0% to
$15.0 million in the twelve months ended December 31, 2001 from $6.8 million in
the twelve months ended October 31, 2000 primarily due to increased mortgage and
title services provided in conjunction with the increase in number of homes
closed.

Income before income taxes increased by $54.2 million, or 94.7%, to $111.4
million in the twelve months ending December 31, 2001 from $57.2 million in the
twelve months ending October 31, 2000, primarily due to the increase in revenues
from home sales and a decrease in cost of home sales as a percentage of home
sales revenue.

Twelve Months Ending October 31, 2000 Compared to Twelve Months Ending October
31, 1999

Total revenues increased by $102.1 million or 13.8% to $844.0 million in
the twelve months ended October 31, 2000 from $741.9 million in the twelve
months ended October 31, 1999 primarily due to an increase in revenues from home
and land sales.

Revenues from home sales increased by $89.9 million, or 12.8%, to $794.4
million in the twelve months ended October 31, 2000 from $704.5 in the twelve
months ended October 31, 1999, primarily due to an increase in the average
selling price of homes closed. The number of homes closed increased by 59 homes,
or 1.7%, to 3,573 homes in the twelve months ended October 31, 2000 from 3,514
homes in the twelve months ended October 31, 1999. The average selling price of
homes closed increased by $21,000, or 10.5%, to $222,000 in the twelve months
ended October 31, 2000 from $201,000 in the twelve months ended October 31,
1999.

Revenues from land sales increased by $12.8 million, or 114%, to $24.1
million in the twelve months ended October 31, 2000 from $11.2 million in the
twelve months ended October 31, 1999, primarily as a result of an increase in
commercial and residential land sales in the west coast of Florida, Virginia and
South Florida. Revenues from financial services decreased slightly by $.6
million, or 2.5%, to $22.1 million in the twelve months ended October 31, 2000
from $22.7 million in the twelve months ended October 31, 1999.

Cost of home sales increased by $71.8 million, or 12.1%, to $664.8 million
in the twelve months ended October 31, 2000 from $593.0 million in the twelve
months ended October 31, 1999, primarily as result of an increase in home sales
revenues. Cost of land sales increased by $10.7 million, or 101% to $21.4
million in the twelve months ended October 31, 2000 from $10.7 million in the
twelve months ended October 31. 1999, primarily due to an increase in land
sales. Cost of financial services decreased $.6 million, or 3.7%, to $15.3
million in the twelve months ended October 31, 2000 from $15.9 million in the
twelve months ended October 31, 1999, primarily due to the related decrease in
financial service revenues.

SMG&A expenses increased by $8.1 million, or 11.4%, to $79.2 million in the
twelve months ended October 31, 2000 from $71.1 million in the twelve months
ended October 31, 1999, primarily due to an increase in revenues. SMG&A expenses
as a percentage of total revenues were consistent with the twelve months ended
October 31, 1999.

Income before income taxes increased by $11.6 million, or 25.3%, to $57.2
million in the twelve months ended October 31, 2000 from $45.6 million in the
twelve months ended October 31, 1999, primarily due to the increase in revenues
from home sales and a decrease in cost of home sales as a percentage of home
sales revenue.

LIQUIDITY AND CAPITAL RESOURCES

Engle's financing needs historically have been provided by cash flows from
operations, unsecured bank borrowings and from time to time access to the debt
markets. At December 31, 2001, Engle had cash and cash equivalents of $92.8
million. Inventories (including land and improvements held for development and
residential homes under construction) at December 31, 2001 were $456.3 million,
an increase of $12.2 million, or 2.7%, from $444.1 million at December 31, 2000.
This increase results from general growth in Engle's business.

During the years ended December 31, 2001 and October 31, 2000, cash
provided by operating activities was $25.2 million and $27.7 million,
respectively. During the year ended October 31, 1999, cash provided by operating
activities was $4.1 million. The slight decrease in cash provided by operating
activities in 2001 as compared to 2000 was primarily due to the increase in net
income generated primarily from an increase in home closings net of an increase
in funding mortgage loans held for sale. The increase in cash provided by
operating activities in 2000 as compared to 1999 was primarily the result of an
increase in the average selling price of homes closed. During 1999, significant
cash was used for increasing inventory levels due to the expansion of Engle's
business.

At December 31, 2001, Engle had homebuilding borrowings of approximately
$215.8 million outstanding and an aggregate of $57.1 million in letters of
credit and performance bonds outstanding. Outstanding homebuilding borrowings at
December 31, 2001 consisted of $202 million aggregate principal amount of
unsecured borrowings from financial institutions, $12.9 million of the 9 1/4%
Senior Notes due 2008 (see below) and $0.9 million aggregate principal amount of
other borrowings. The letters of credit and performance bonds are required for
certain development activities, deposits on land and lot purchase contract
deposits. Deposits for future purchases of land totaled $25.9 million at
December 31, 2001.

In addition, in order to fund the origination of residential mortgage
loans, PHMC has a warehouse line of credit (including a purchase agreement) for
$40.0 million which is guaranteed by Engle and secured by the mortgage loans
held for sale. This line of credit bears interest at the Federal Funds rate plus
1.375% (2.895% at December 31, 2001) and matures July 5, 2002. The line of
credit includes restrictions and the maintenance of certain financial covenants.
PHMC is required to fund 2.0% of all mortgages originated and to sell all funded
mortgages within 90 days. At December 31, 2001, the outstanding balance on the
warehouse line of credit was $38.7 million.

In connection with the acquisition of Engle by Technical Olympic on
November 22, 2000, Engle entered into a Credit Agreement (the "Credit
Agreement") with a bank providing for a $100 million term loan and a $275
million revolving credit facility (subject to reduction based upon periodic
determinations of a borrowing base). Proceeds from these facilities were used to
finance Engle's required repurchase of its then outstanding $250 million
principal amount of 9 1/4% Senior Notes due 2008 ("Senior Notes") (see below).
In addition, the revolving credit facility provides working capital and credit
support for the issuance of letters of credit needed from time to time. The term
loan and revolving credit facility are scheduled to terminate on November 22,
2002 whereupon all amounts outstanding become due. Engle's previous bank
revolving credit facility was repaid and cancelled. At December 31, 2001, $100
million under the term notes and $102 million under the revolving credit
facility were outstanding.

As a result of the change in control, Engle was required by the indentures
governing its Senior Notes to offer to repurchase all of its outstanding Senior
Notes at a price of 101% of the principal amount plus accrued and unpaid
interest. Upon termination of the offer in January 2001, Engle repurchased
approximately $237 million aggregate principal amount of its Senior Notes. The
repurchase of these Senior Notes were funded with $100 million term loan under
the Credit Agreement and additional advances under Engle's revolving credit
facility. Approximately $13 million of the Senior Notes were not tendered and
remain outstanding as of December 31, 2001.

The following table sets forth the maturities of Engle's borrowings
(dollars in thousands):

YEAR ENDED DECEMBER 31, AMOUNT
----------------------- --------

2002........................................................ $202,000
2003........................................................ 938
2004........................................................ --
2005........................................................ --
Thereafter.................................................. 12,897
--------
Total............................................. $215,835
========

During the twelve months ended December 31, 2001, Engle made distributions
to its parent company of approximately $29.5 million.

Engle's management does not anticipate that PHMC's expansion of its
operation will significantly impact liquidity because the mortgages are
generally sold within a short period of time after their origination to the
Federal National Mortgage Association (FNMA) or other qualified investors.

CRITICAL ACCOUNTING POLICIES

In the preparation of its financial statements, Engle applies accounting
principles generally accepted in the United States. The application of generally
accepted accounting principles may require management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying results.

Housing and other real estate sales are recognized when title passes to the
buyer and certain other conditions are met. As a result, Engle's revenue
recognition process does not involve significant judgments or estimates.
However, Engle does rely on certain estimates to determine the related
construction and land costs and resulting gross margins associated with revenues
recognized. Engle's construction and land costs are comprised of direct and
allocated costs, including estimated costs for future warranties and amenities.
Land, land improvements and other common costs are generally allocated on a
relative fair value basis to units within a parcel or subdivision. Land and land
development costs generally include related interest and property taxes incurred
until development is substantially completed.

Engle had goodwill in the amount of $14.8 million at December 31, 2001.
Engle periodically evaluates goodwill for impairment by determining whether the
carrying amount can be recovered through future undiscounted cash flows. Engle's
estimates of future cash flows are based on reasonable and supportable
assumptions and represent Engle's best estimates of the cash flows expected to
result from the use of the corresponding assets and their eventual disposition.

Engle has entered into option agreements with third parties to acquire
developed lots. Under these option arrangements, Engle has placed nonrefundable
deposits, which provide Engle the right to acquire the lots from time to time
subject to the terms and conditions of such agreements. Although Engel does not
have legal title to the assets of these third parties and have not guaranteed
the liabilities, Engle does exercise certain rights of ownership over the
entities assets. As a result, Engle includes these assets and corresponding
liabilities in their financial statements.

Engle is involved in litigation incidental to its business, the disposition
of which is expected to have no material effect on Engle's financial position or
results of operations. It is possible, however, that future results of
operations for any particular quarterly or annual period could be materially
affected by changes in Engle's assumptions related to these proceedings. Engle
accrues its best estimate of the probable cost for the resolution of legal
claims. Such estimates are developed in consultation with outside counsel
handling these matters and are based upon a combination of litigation and
settlement strategies. To the extent additional information arises or Engle's
strategies change, it is possible that Engle's best estimate of its probable
liability in these matters may change.

IMPACT OF NEW ACCOUNTING STANDARDS

In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities" ("SFAS 133"). SFAS 133 requires
companies to recognize all derivative contracts as either assets or liabilities
in the balance sheet and to measure them at fair value. If certain conditions
are met, a derivative may be specifically designated as a hedge, the object of
which is to match the timing of gain or loss recognition on the hedging
derivative with the recognition of (i) the changes in the fair value of the
hedged asset or liability that are attributable to the hedge risk or (ii) the
earnings effect of the hedged forecasted transaction. For a derivative not
designated as a hedging instrument, the gain or loss is recognized in income in
the period of change. SFAS 133 is effective for all fiscal quarters of fiscal
years beginning after June 15, 2000.

Historically, Newmark and Engle have not entered into derivative contracts
either to hedge existing risks or for speculative purposes. Accordingly, neither
Newmark nor Engle expects the adoption of the new standard on January 1, 2001 to
affect their respective financial statements.

In September 2000, the FASB issued SFAS No. 140, "Accounting for Transfers
and Servicing of Financial Assets and Extinguishment of Liabilities." SFAS 140
provides accounting and reporting standards for transfers and servicing of
financial assets and extinguishments of liabilities. SFAS 140 replaces SFAS 125
and is effective for transfers and servicing of financial assets and
extinguishments occurring after March 31, 2001. SFAS 140 is effective for
recognition and reclassification of collateral and for disclosures relating to
securitization transactions and collateral for fiscal years ending after
December 15, 2000. The adoption of SFAS 140 did not materially affect either
Engle's or Newmark's earnings or financial position.

In June 2001, the FASB issued SFAS No. 141, "Business Combinations" ("SFAS
141"), and No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"). SFAS
141 requires the use of the purchase method of accounting and prohibits the use
of the pooling-of-interests method of accounting for business combinations
initiated after June 30, 2001. SFAS 141 also requires companies to recognize
acquired intangible assets apart from goodwill if the acquired intangible assets
meet certain criteria. SFAS 141 applies to all business combinations completed
on or after July 1, 2001. It also requires, upon adoption of SFAS 142, that
companies reclassify the carrying amounts of intangible assets and goodwill
based on the criteria in SFAS 141. SFAS 142 requires, among other things, that
companies no longer amortize goodwill, but instead review goodwill for
impairment at least annually. In addition, SFAS 142 requires companies identify
reporting units for the useful lives of other existing recognized intangible
assets, and cease amortization of intangible assets with an indefinite useful
life. An intangible asset with an indefinite useful life should be tested for
impairment in accordance with the guidance in SFAS 142. SFAS 142 is required to
be applied in fiscal years beginning after December 15, 2001 to all goodwill and
other intangible assets recognized at that date, regardless of when those assets
were initially recognized. SFAS 142 requires companies to complete a
transitional goodwill impairment test six months from the date of adoption.
Companies are also required to reassess the useful lives of other intangible
assets within the first interim quarter after adoption of SFAS 142.

Newmark and Engle have accounted for previous business combinations using
the purchase method. As of December 31, 2001, the net carrying amount of
goodwill for Newmark and Engle is $43.8 million and $14.8 million, respectively,
and amortization expensed during the year ended December 31, 2001 was $1.5
million and $.9 million, respectively. Currently, both Newmark and Engle are
assessing, but have not yet fully determined, how the adoption of SFAS 141 and
SFAS 142 will affect their financial position and results of operation.

TECHNICAL OLYMPIC USA, INC.

SEASONALITY OF OPERATIONS

The homebuilding industry tends to be seasonal, as generally there are more
homes sold in the spring and summer months when the weather is good, resulting
in more home closings in the fall. After the Merger we will continue to operate
primarily in the southwest and southeast, where weather conditions are more
suitable to a year-round construction process than in other parts of the
country. We also believe the geographic diversity of our operations after the
Merger will reduce our exposure to the cyclical nature of the homebuilding
industry to some extent, with adverse economic conditions associated with
certain of our markets often being offset by more favorable economic conditions
in other markets. The school term also affects our operations because, in
general, homebuyers do not move during the school term. Following the Merger, we
expect to continue experiencing more sales in the spring and summer months, and
more closings in the fall.

Our profits may fluctuate from quarter to quarter as a result of a number
of factors, including, (i) the timing and price mix of home closings; (ii) our
ability to continue to acquire land and options on acceptable terms; (iii) the
timing of receipt of regulatory approvals for the construction of homes; (iv)
the condition of the real estate market and economic conditions generally; (v)
the cyclical nature of the homebuilding industry; (vi) prevailing interest rates
and the availability of mortgage financing; (vii) pricing policies of our
competitors; (viii) the timing of the opening of new residential projects; (ix)
weather; and (x) the cost and

availability of materials and labor. The historical financial performance of
Newmark and Engle separately is not necessarily a meaningful indicator of our
future results and we expect our financial results to vary from quarter to
quarter.

PRO FORMA COMBINED LIQUIDITY AND CAPITAL RESOURCES

Our combined company will require significant amounts of cash. We
anticipate that our future home construction, purchases of developed lots and
entitled land, mortgage lending operations and debt service obligations will be
funded from internally generated cash from operations, and new financing to be
provided as part of the Refinancing.

The Merger is conditioned upon the simultaneous completion of the
Refinancing, pursuant to which we expect to (i) enter into the $175 million Bank
Facility; and (ii) issue $350 million aggregate principal amount of one or more
series and senior or senior subordinated notes in the Notes Offering. We intend
to use the net proceeds from the Notes Offering to (i) repay the Engle Homes
Acquisition Debt; (ii) repay or defease an aggregate of $215.8 million of
outstanding Engle debt; and (iii) repay an aggregate of $47.1 million of
outstanding Newmark debt. For more information on the Refinancing, see "The
Refinancing."

The Bank Facility is anticipated to be a $175 million revolving credit
facility. The Bank Facility is expected to expire three years after the
effective date of the Merger and includes, at our options, two one-year
extensions. The Bank Facility is expected to contain financial covenants and
provisions that may, under some circumstances, limit the amount we may borrow.
Based on its leverage ratio as defined under the Bank Facility, the interest
rate is anticipated to vary based on LIBOR or a base rate plus an applicable
margin to be agreed.

We believe following the completion of the Merger Transactions and the
Refinancing we will have adequate financial resources, including cash from
operations and availability under our new Bank Facility, to meet our current
working capital and land acquisition and development needs based on current
market conditions through at least May 31, 2003. However, there can be no
assurance that the amounts available from such sources will be sufficient. If we
identify significant new acquisition opportunities, or if our operations do not
generate sufficient cash from operations at levels currently anticipated, we may
need to seek additional debt or equity financing to operate and expand our
business. If we are unable to obtain sufficient capital to fund our growth and
development initiatives, it could adversely affect our earnings and future
growth. We may be unable to obtain additional financing on satisfactory terms or
at all. If additional funds are raised through the incurrence of debt, we will
incur increased debt service costs and may become subject to additional
restrictive financial and other covenants. Moreover, the instruments governing
the debt we incur pursuant to the Refinancing will contain provisions that
restrict the amount of debt we may incur.

PRO FORMA QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

We are exposed to market risk primarily related to potential adverse
changes in interest rates. We expect our exposure to market risks to relate
primarily to changes in the interest rates applicable to borrowings under our
new credit agreement. We have not entered into and currently do not intend to
enter into, derivative financial instruments for trading or special purposes. We
expect the interest rates relative to our bank loans to fluctuate with the prime
and LIBOR lending rates, both upwards and downwards. On a pro forma basis giving
effect to the Merger and the Refinancing, we would have an aggregate of
approximately $5.2 million as of December 31, 2001 available under our bank loan
arrangements that is subject to changes in interest rates.

Interest Rates. Our operations are interest rate sensitive. Overall
housing demand is adversely affected by increases in interest rates. If mortgage
interest rates increase significantly, this may negatively affect the ability of
homebuyers to secure adequate financing. Higher interest rates will adversely
affect our revenues, gross margins and net income. Higher interest rates also
increase our borrowing costs because, as indicated above, our bank loans will
fluctuate with the prime and LIBOR lending rates, both upwards and downwards.

Inflation. We may be adversely affected during periods of high inflation,
primarily because of higher land and construction costs. In addition, inflation
may result in higher mortgage interest rates, which may

significantly affect the affordability of permanent mortgage financing for
prospective purchasers. Inflation also increases our interest costs. We attempt
to pass through to our customers any increases in our costs through increased
selling prices and, to date, inflation has not had a material adverse effect on
our results of operations. However, there is no assurance that inflation will
not have a material adverse impact on our future results of operations.

RELATED PARTY AGREEMENTS AND TRANSACTIONS

TAX ALLOCATION AGREEMENTS

Pursuant to a Tax Allocation Agreement between Technical Olympic and us
dated March 15, 2000 and effective as of December 16, 1999, our earnings may be
included in the consolidated federal income tax returns filed by Technical
Olympic. The amount of our liability to (or entitlement to payment from)
Technical Olympic will equal the amount of taxes that we would owe (or refund
that we would receive) had we prepared our federal tax returns on a stand-alone
basis. In addition, under federal income tax law, each member of a consolidated
group (as determined for federal income tax purposes) is also jointly and
severally liable for the federal income tax liability of the consolidated group.
Pursuant to the Tax Allocation Agreement, Technical Olympic has agreed to
indemnify us for payments which Technical Olympic has already received from us
or with respect to any tax liabilities of Technical Olympic or its affiliated
entities other than us. We have made payments totaling $12.8 million during and
for the year ending December 31, 2001 related to this agreement.

Pursuant to a similar Tax Allocation Agreement between Technical Olympic
and Engle Homes dated March 22, 2000 and effective as of March 15, 2000, Engle
Homes' earnings may be included in the consolidated federal income tax returns
filed by Technical Olympic. The amount of Engle Homes' liability to (or
entitlement to payment from) Technical Olympic will equal the amount of taxes
that Engle Homes would owe (or refund that it would receive) had it prepared its
federal tax returns on a stand-alone basis. In addition, under federal income
tax law, each member of a consolidated group (as determined for federal income
tax purposes) is also jointly and severally liable for the federal income tax
liability of the consolidated group. Pursuant to the Tax Allocation Agreement,
Technical Olympic has agreed to indemnify Engle Homes for payments which
Technical Olympic has already received from Engle Homes or with respect to any
tax liabilities of Technical Olympic or its affiliated entities other than Engle
Homes. Engle Homes made payments totaling $34.5 million during and for the year
ending December 31, 2001 related to this agreement. After the Merger, this
agreement will be terminated.

MANAGEMENT SERVICES AGREEMENT

Technical Olympic, through its subsidiary Techolym, L.P., provided certain
corporate and staff support and management services to and for us in fiscal year
2001. Functions that were performed by Technical Olympic included consultation
with and assistance to our board of directors and management in connection with
issues involving any and all matters of our business affairs. Functions as of
January 1, 2001 include plan administration of a self-funded group medical and
dental plan for us and our subsidiaries. We made payments totaling $1.9 and $1.5
million during and for the years ending December 31, 2001 and 2000,
respectively, related to this agreement.

MORTGAGE COMPANY BUSINESS

On March 9, 2001, we acquired for nominal consideration a 49.99% limited
partnership interest in Technical Mortgage, L.P., a mortgage origination company
owned jointly with TM Investments LLC and PHMC, both of which are affiliates of
Technical Olympic and wholly-owned subsidiaries of Engle Homes. Our capital is
not at risk in connection with these mortgages beyond our limited partnership
interest. For more information, see "The Merger -- Our Business, Title and
Mortgage Services" and "The Merger -- Engle Homes, Title and Mortgage Services."

TITLE COMPANY BUSINESS

On April 1, 2001, we acquired for $10,000 a 49% limited partnership
interest and Engle Homes acquired for $20,000 a 50% limited partnership interest
and a 1% general partnership interest (through affiliates) in Universal Land
Title of South Florida, Ltd., a title insurance business. Neither our capital
nor Engle Homes' capital is at risk beyond our respective limited partnership
interest and we assume no title insurance risk associated with the title
policies. For more information, see "The Merger -- Our Business, Title and
Mortgage Services" and "The Merger -- Engle Homes, Title and Mortgage Services."

CONTRACTOR AGREEMENTS

On November 6, 2000, we entered into a Contractor Agreement with Technical
Olympic S.A. ("TOSA"), an affiliate of Technical Olympic. TOSA agreed to provide
certain construction services and to purchase such materials, supplies and labor
on our behalf pursuant to certain third-party contracts assigned to TOSA by us
or our subsidiaries, all in an effort to consolidate the purchasing function. We
maintained the right to contract directly for any construction services and
purchase any goods and services from any vendors in our own free unlimited
discretion. Although TOSA would incur certain franchise tax expense, we and our
subsidiaries are not liable for such additional purchasing liability. We paid on
behalf of TOSA, for goods and services pursuant to this Contractor Agreement,
$137 million and $51.0 million during the fiscal years ending December 31, 2001
and 2000, respectively.

On November 22, 2000, Engle Homes entered into a similar Contractor
Agreement with TOSA. TOSA agreed to provide certain construction services and to
purchase such materials, supplies and labor on behalf of Engle Homes pursuant to
certain third-party contracts assigned to TOSA by Engle Homes or its
subsidiaries, all in an effort to consolidate the purchasing function. Engle
Homes maintained the right to contract directly for any construction services
and purchase any goods and services from any vendors in its own free unlimited
discretion. Although TOSA would incur certain franchise tax expense, Engle Homes
and its subsidiaries are not liable for such additional purchasing liability.
Engle Homes paid on behalf of TOSA, for goods and services pursuant to this
Contractor Agreement, $205.6 million during the fiscal year ending December 31,
2001.

MANAGEMENT

OUR BOARD OF DIRECTORS

Upon consummation of the Merger, our board of directors will consist of all
of our existing directors, except that Antonio B. Mon will become a director and
James M. Carr will resign as a director. Set forth below is certain information
regarding our directors following the Merger:

NAME AGE POSITION
---- --- --------

Constantine Stengos.................... 66 Chairman of the Board
Antonio B. Mon......................... 56 Executive Vice Chairman, Chief
Executive Officer, President and
Director
Yannis Delikanakis..................... 35 Executive Vice Chairman and Director
Lonnie M. Fedrick...................... 57 Emeritus Vice Chairman and Director
Andreas Stengos........................ 40 Director
George Stengos......................... 35 Director
Larry D. Horner........................ 67 Director
William A. Hasler...................... 60 Director
Michael J. Poulos...................... 71 Director
Michael S. Stevens..................... 52 Director

Constantine Stengos has been our Chairman of the Board since December 15,
1999. Mr. Stengos has also been a director and the President of Technical
Olympic and a director of Technical Olympic (UK) PLC, since November 1999.
Technical Olympic is a wholly owned subsidiary of Technical Olympic (UK) PLC.
Technical Olympic (UK) PLC is a wholly owned subsidiary of Technical Olympic
S.A. Mr. Stengos formed Technical Olympic S.A. in 1965 and serves as a director,
the Chairman of its board of directors and its Managing Director. Mr. Stengos
owns more than 5% of the outstanding equity of Technical Olympic S.A. Technical
Olympic, Technical Olympic (UK) PLC, and Technical Olympic S.A. are all
affiliates of Newmark.

Antonio B. Mon will become one of our directors, and our Executive Vice
Chairman, Chief Executive Officer and President upon consummation of the Merger.
From October 2001 until consummation of the Merger, Mr. Mon is serving as the
Chief Executive Officer of Technical Olympic and since February 2002 Mr. Mon is
serving as Chief Executive Officer and President of Engle Homes. From May 2001
to October 2001, Mr. Mon was a consultant to Technical Olympic. From 1997 to
2001, Mr. Mon was the Chairman of Maywood Investment Company, LLC, a private
firm engaged in private equity investments and general consulting. In 1991, Mr.
Mon co-founded Pacific Greystone Corporation, a west-coast homebuilder that
merged with Lennar Corporation in 1997 and served as its Vice Chairman from 1991
to 1997. Prior to 1991, Mr. Mon worked for The Ryland Group, Inc. (a national
homebuilder), M.J. Brock Corporation (a California homebuilder) and Cigna
Corporation (a financial services corporation).

Yannis Delikanakis has been one of our directors since 1999 and has also
served as a director and Vice President of Technical Olympic since 1999. Mr.
Delikanakis has been the Real Estate and Housing Director of Technical Olympic
S.A. since 1999. Mr. Delikanakis was a director and the manager of the Real
Estate Development and Project Management Departments of Lambert Smith Hampton
S.A. from 1994 to 1999.

Lonnie M. Fedrick has been one of our directors since 1998 and is serving
as our President and Chief Executive Officer from 1997 until consummation of the
Merger. Mr. Fedrick has been President and Chief Executive Officer of Newmark
Home Corporation, our wholly owned subsidiary, since 1994 and was Executive Vice
President from 1984 to 1994.

Andreas Stengos has been one of our directors since 1999, has served as a
director and Treasurer of Technical Olympic since 1999, and has been a director
and the General Director of Technical Olympic (UK) PLC since 1997. Mr. Stengos
has also been a director of Technical Olympic S.A. since 1989, has served as its
Managing Director from 1989 to 1995 and has been its General Manager since 1995.
55

George Stengos has been one of our directors since 1999, has served as a
director of Technical Olympic since November 1999 and has been a director and
the Corporate Secretary of Technical Olympic (UK) PLC since 1997. Mr. Stengos
has been the Stock Market & Purchasing Director of Technical Olympic S.A. since
1996.

Larry D. Horner has been one of our directors since 1998. Mr. Horner served
as Chairman of Pacific USA Holdings Corp. from 1994 to 2001 and was Chairman of
the Board of Asia Pacific Wire & Cable Corporation Limited, a Bermuda
corporation with operations in Southeast Asia, which is publicly traded on the
New York Stock Exchange until 2001. He is also a director of Phillips Petroleum
Company, Atlantis Plastics Corp., UT Starcom, Inc., Biological and Popular
Cultures, Inc., and New River Pharmaceuticals, Inc. Mr. Horner was formerly
associated with KPMG LLP, a professional services firm, for 35 years, retiring
as Chairman and Chief Executive Officer of both the U.S. and International firms
in 1991. He is a certified public accountant.

William A. Hasler has been one of our directors since 1998 and has served
as Vice Chair Co-Chief of Aphton Corporation since July 1998. Aphton Corporation
is a biotechnology products company. From August 1991 to July 1998, Mr. Hasler
served as Dean of the Haas School of Business at the University of California at
Berkeley. Prior to that, he was both Vice Chairman and a director of KPMG LLP, a
professional services firm. Mr. Hasler also serves on the boards of Mission
West, Walker Interactive, Solectron Corp., DiTech Communications Schwab Funds
and DMC Strategy. Mr. Hasler is a trustee of Pomona College.

Michael J. Poulos has been one of our directors since 2000. Mr. Poulos has
also served as an advisory director of Greystone Capital Partners I, LP and a
trustee of Century Shares Trust. Mr. Poulos had been Chairman, President, and
Chief Executive Officer of Western National Corporation from 1993 until 1998
when he retired. Mr. Poulos worked for American General Corp., from 1970 to
1993, and served as its Vice Chairman from 1991 to 1993.

Michael S. Stevens has been one of our directors since 2000. Mr. Stevens
has been the Chairman and owner of Michael Stevens Interests, Inc. since 1981,
as well as the owner and director of various affiliated companies. Mr. Stevens
serves on the board of directors of the Greater Houston Partnership, the
Memorial Hermann Foundation, the Houston Convention Center Hotel Corporation,
the Houston 2012 Foundation and the Texas Exile Foundation.

FAMILY RELATIONSHIPS

Constantine Stengos is the father of both Andreas Stengos and George
Stengos. Yannis Delikanakis is the son-in-law of Constantine Stengos and the
brother-in-law of Andreas Stengos and George Stengos. We have no other familial
relationships among the executive officers and directors.

COMPENSATION OF DIRECTORS

Our independent or non-affiliate directors receive an annual fee of $15,000
and $2,000 per board meeting attended and are reimbursed for reasonable
out-of-pocket expenses incurred for attendance at meetings.

OUR MANAGEMENT

Upon consummation of the Merger our management will consist of the
following individuals:

NAME AGE POSITION
---- --- --------

TECHNICAL OLYMPIC USA, INC.
Antonio B. Mon.......................... 56 Executive Vice Chairman, President and
Chief Executive Officer
Tommy McAden............................ 39 Vice President -- Finance and
Administration and Chief Financial Officer

NAME AGE POSITION
---- --- --------

NEWMARK HOMES, LP
Eric Rome............................... 42 Chief Operating Officer
Steve Von Hofe.......................... 41 Senior Vice President -- Houston Division
Bryan Shields........................... 42 Senior Vice President -- Central Texas
Division
Jeff Buell.............................. 35 Senior Vice President -- San Antonio
Division
Steve Treece............................ 50 Executive Vice President -- North Texas
Division
Mike Moody.............................. 34 Senior Vice President -- Nashville
Division
Rick Robideau........................... 40 MIS Director
Mike Beckett............................ 42 Executive Vice President -- Purchasing and
Product Development
ENGLE HOMES
Bill Carmichael......................... 53 President -- Orlando Division
Ron Yuter............................... 53 President -- Broward/Pembroke Division
David Cobb.............................. 46 President -- Southwest Division
Bruce Leinberger........................ 47 President -- Virginia Division
Rich Alberque........................... 52 President -- Texas Division
Eric Eckberg............................ 41 President -- Colorado Division
Mark Upton.............................. 44 President -- Arizona Division
Paul Leikert............................ 46 President -- PHMC, Chief Accounting
Officer -- Engle
Harry Engelstein........................ 66 Vice President -- Construction
John Kraynick........................... 47 Vice President
Larry Shaw.............................. 46 Vice President -- Sales and Marketing
Mike Glass.............................. 43 President -- Universal Land Title Division

For information regarding Antonio B. Mon, see "Management -- Our Board of
Directors."

Tommy McAden will become our Chief Financial Officer and Vice President -
Finance and Administration upon consummation of the Merger. Since February 2002,
Mr. McAden has served as Chief Financial Officer of Engle Homes. Mr. McAden has
served as a director, Vice President and Chief Financial Officer of Technical
Olympic since January 2000. From 1994 to December 1999, Mr. McAden was Chief
Financial Officer of Pacific Realty Group, Inc., which was the former 80%
shareholder of Newmark.

EMPLOYMENT AGREEMENTS

Upon the consummation of the Merger, Antonio B. Mon will become our Chief
Executive Officer, President and Executive Vice-Chairman, as well as one of our
directors. Under the terms of the employment agreement between Mr. Mon and us,
which is attached as Exhibit D, to become effective upon consummation of the
Merger, Mr. Mon will receive a minimum base salary of $800,000 for the first
year with an increase of 10% per year thereafter until the agreement expires or
is terminated as discussed below. In addition, Mr. Mon will receive an annual
bonus ("Incentive Compensation") under the Newmark Annual and Long-Term
Incentive Plan as follows: (i) for the period ending on December 31, 2002, an
annual bonus of not less than $1,000,000, payable monthly; provided, however,
that the payment of the bonus for any month is contingent on the "Results of
Operation" (as defined in the agreement) for such month being positive (greater
than or equal to zero) and (ii) additional Incentive Compensation as determined
by the board of directors in its sole discretion. Upon implementation of the
Newmark Annual and Long-Term Incentive Plan and subject to consummation of the
Merger, Mr. Mon will also receive options to purchase approximately 2,020,000
shares of our common stock (representing approximately 7% of the Company after
the Merger) that consists of the following: (i) a vested sign-on option grant,
(ii) a front-end option one-third of which vests on each January 1,

2003, 2004 and 2005 and (iii) a performance vesting option that vests on the
seventh anniversary of the option grant date unless certain performance criteria
are achieved that will allow for earlier vesting.

In the event of an involuntary termination, Mr. Mon will receive (a) the
greater of (i) three times the sum of his base salary, his highest annual cash
bonus, and the value of his fringe benefits or (ii) the aggregate amount of his
base salary, his annual cash bonuses and the value of the fringe benefits that
would be payable for the remainder of the employment term; and (b) continued
health plan coverage until age 65 or until he becomes covered under another
plan. If severance remuneration payable under the agreement is held to
constitute an "excess parachute payment" and Mr. Mon becomes liable for any tax
penalties imposed thereon, we will make a cash payment to him in an amount equal
to the tax penalties plus an amount equal to any additional tax for which he
will be liable as a result of receipt of the payment for such tax penalties and
payment for such reimbursement for additional tax. The employment agreement
contains noncompete provisions in the event of Mr. Mon's termination of
employment. Mr. Mon's employment agreement expires on December 31, 2006.

VOTING SECURITIES AND THE PRINCIPAL HOLDERS THEREOF

As of April 5, 2002, there were 11,500,000 shares of our common stock
outstanding. The following table sets forth certain information regarding
beneficial ownership of our common stock as of April 5, 2002, by (i) each person
(or group of affiliated persons) who we know to beneficially own more that 5% of
the outstanding shares of our common stock, (ii) each of our current directors
and executive officers, and (iii) all of our current executive officers and
directors as a group.

NAME AND ADDRESS OF AMOUNT AND NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OWNED
------------------- -------------------- -------------

Technical Olympic, Inc............................... 9,200,000 80%
1200 Soldiers Field Drive
Sugar Land, Texas 77479(1)
Lonnie M. Fedrick.................................... 42,900 (2)
c/o Newmark Homes Corp.
1200 Soldiers Field Drive
Sugar Land, Texas 77479
Constantine Stengos.................................. 25,000 (2)
c/o Technical Olympic S.A.
20 Solomou Street
Athens, Greece 17456
Andreas Stengos...................................... 0 0%
c/o Technical Olympic S.A.
20 Solomou Street
Athens, Greece 17456
George Stengos....................................... 0 0%
c/o Technical Olympic S.A.
20 Solomou Street
Athens, Greece 17456
Yannis Delikanakis................................... 0 0%
c/o Technical Olympic S.A.
20 Solomou Street
Athens, Greece 17456
Larry D. Horner...................................... 0 0%
Lot 24
Caleta -- Palmilla, B.C.S
Mexico

NAME AND ADDRESS OF AMOUNT AND NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OWNED
------------------- -------------------- -------------

William A. Hasler.................................... 0 0%
c/o Aphton Corporation
100 Bush St., Suite 820
San Francisco, California 94104
Michael J. Poulos.................................... 0 0%
3 Riverway Plaza
Suite 1310
Houston, Texas 77056
Michael S. Stevens................................... 0 0%
1160 Dairy Ashford
Suite 601
Houston, Texas 77079
J. Eric Rome......................................... 9,000 (2)
c/o Newmark Home Corp.
5910 Courtyard Drive, Suite 230
Austin, Texas 78751
Terry C. White....................................... 7,500 (2)
c/o Newmark Homes Corp.
4000 Hollywood Blvd
Suite 500
North Hollywood, Florida 33021
J. Michael Beckett (3)............................... 10,900 (2)
c/o Newmark Homes Corp.
1200 Soldiers' Field Drive
Sugar Land, Texas 77479
All directors and executive officers as a group (12
persons)........................................... 95,300 (2)

---------------

(1) Technical Olympic, Inc. is a subsidiary of Technical Olympic (UK) PLC, which
is a subsidiary of Technical Olympic S.A. Mr. Constantine Stengos owns more
than 5% of the outstanding stock of Technical Olympic S.A.

(2) Less than one percent.

(3) Includes 6,700 shares of Newmark common stock held by Mr. Beckett's spouse
as to which he disclaims beneficial ownership.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information with the SEC under the Exchange Act. Pursuant to the terms of
indentures dated February 2, 1998 and June 12, 1998, under which Engle Homes is
the issuer of certain debt, Engle Homes is contractually obligated to file
annual and quarterly reports with the SEC. You may read and copy this
information at, or obtain copies by mail at prescribed rates from, the Public
Reference Room of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549. You
may obtain information on the operation of the Public Reference Room by calling
the SEC at (800) SEC-0330.

The SEC also maintains an internet world wide web site that contains
reports, proxy statements and other information about issuers, like us and Engle
Homes, who file reports electronically. The address of that site is
http://www.sec.gov.

DOCUMENTS INCORPORATED BY REFERENCE

We hereby incorporate by reference in this Information Statement:

- our Annual Report on Form 10-K for the fiscal year ended December 31,
2001 filed on March 25, 2002;

- our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2001,
June 30, 2001 and September 30, 2001 filed on May 15, 2001, August 13,
2001 and November 14, 2001, respectively;

- our Form 8-K filed on October 5, 2001;

- Engle Homes' Annual Report on Form 10-K for the fiscal year ended
December 31, 2001 filed on March 27, 2002;

- Engle Homes' Quarterly Reports on Form 10-Q for the quarters ended March
31, 2001, June 30, 2001 and September 30, 2001 filed on May 9, 2001, July
30, 2001 and November 7, 2001, respectively; and

- Engle Homes' Form 8-K filed on October 9, 2001.

All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date of this Information Statement shall be deemed to
be incorporated by reference into this Information Statement and to be a part of
this Information Statement from the date of filing of such documents. Any
statements contained herein or in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of the Information Statement to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Information
Statement.

You may obtain documents incorporated by reference in this Information
Statement by requesting them from us in writing or by telephone at the following
address:

1200 Soldiers Field Drive
Attn: General Counsel
Sugar Land, Texas 77479
Phone: 281-243-0100

If you request any incorporated documents from us, we will mail them to you by
first-class mail, or another equally prompt means, within one business day after
we receive your request.

EXHIBIT LIST

Exhibit A Agreement and Plan of Merger among Newmark Homes Corp., a
Delaware corporation, Engle Holdings Corp., a Delaware
corporation, and Technical Olympic, Inc., a Delaware
corporation, as the sole stockholder of Engle Holdings
Corp., dated April 5, 2002.
Exhibit B Amendment to Certificate of Incorporation of Newmark Homes
Corp.
Exhibit C Deutsche Banc Securities Inc. Fairness Opinion dated April
4, 2002.
Exhibit D Employment Agreement, dated April 5, 2002, by and between
Newmark Homes Corp., to be known as Technical Olympic USA,
Inc., a Delaware corporation, and Antonio.B. Mon, an
individual.

EXHIBIT A

AGREEMENT AND PLAN OF MERGER
BY AND AMONG
NEWMARK HOMES CORP.
ENGLE HOLDINGS CORP.
AND
TECHNICAL OLYMPIC, INC.
Dated: April 8, 2002

A-1

TABLE OF CONTENTS

PAGE
----

ARTICLE I. DEFINITIONS AND TERMS........................................... A-6
SECTION 1.01 Specific Definitions........................................ A-6
SECTION 1.02 Construction and Interpretation............................. A-9

ARTICLE II. THE MERGER TRANSACTION......................................... A-9
SECTION 2.01 Merger...................................................... A-9
SECTION 2.02 Closing..................................................... A-10
SECTION 2.03 Filing and Effectiveness.................................... A-10
SECTION 2.04 Effect of the Merger........................................ A-10
SECTION 2.05 Conversion of Engle Shares.................................. A-11
SECTION 2.06 Procedure for Exchange...................................... A-11
SECTION 2.07 Cooperation................................................. A-11
SECTION 2.08 Ohio Savings Credit Facility................................ A-11

ARTICLE III. REPRESENTATIONS AND WARRANTIES OF ENGLE HOLDINGS.............. A-12
SECTION 3.01 Qualification, Organization and Corporate Power............. A-12
SECTION 3.02 Authorization, Execution and Delivery....................... A-12
SECTION 3.03 Capitalization.............................................. A-12
SECTION 3.04 Noncontravention............................................ A-13
SECTION 3.05 Consents.................................................... A-13
SECTION 3.06 Financial Statements........................................ A-13
SECTION 3.07 Absence of Certain Events................................... A-13
SECTION 3.08 Employee Matters............................................ A-14
SECTION 3.09 Properties, Title and Related Matters....................... A-14
SECTION 3.10 Legal Proceedings........................................... A-15
SECTION 3.11 Insurance................................................... A-15
SECTION 3.12 Material Contracts.......................................... A-15
SECTION 3.13 Brokerage................................................... A-16
SECTION 3.14 Intellectual Property....................................... A-16
SECTION 3.15 Environmental Matters....................................... A-16
SECTION 3.16 Taxes....................................................... A-17
SECTION 3.17 Labor Matters............................................... A-18
SECTION 3.18 Permits..................................................... A-18
SECTION 3.19 Bank Accounts............................................... A-18
SECTION 3.20 SEC Filings................................................. A-18
SECTION 3.21 Prohibited Payments......................................... A-18

ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF THE ENGLE STOCKHOLDER........
A-18
SECTION 4.01 Power and Authority......................................... A-18
SECTION 4.02 Execution and Delivery...................................... A-19
SECTION 4.03 Noncontravention............................................ A-19
SECTION 4.04 Consents.................................................... A-19
SECTION 4.05 Litigation.................................................. A-19
SECTION 4.06 Stock Ownership............................................. A-19

A-2

PAGE
----

SECTION 4.07 Securities Law Matters...................................... A-19
SECTION 4.08 Brokerage................................................... A-20
SECTION 4.09 Operations during the Engle Stockholder's Ownership
Period...................................................... A-20

ARTICLE V. REPRESENTATIONS AND WARRANTIES OF NEWMARK....................... A-20
SECTION 5.01 Qualification, Organization and Corporate Power............. A-20
SECTION 5.02 Authorization, Execution and Delivery....................... A-21
SECTION 5.03 Noncontravention............................................ A-21
SECTION 5.04 Consents.................................................... A-21
SECTION 5.05 Authorization for Newmark Common Stock...................... A-21
SECTION 5.06 Brokerage................................................... A-21
SECTION 5.07 SEC Documents............................................... A-21
SECTION 5.08 Securities Law Matters...................................... A-21

ARTICLE VI. COVENANTS...................................................... A-22
SECTION 6.01 Conduct of Business by Engle Holdings....................... A-22
SECTION 6.02 Conduct of Business by Newmark.............................. A-23
SECTION 6.03 Maintenance of Assets and Operations........................ A-23
SECTION 6.04 Access to Information....................................... A-23
SECTION 6.05 Reasonable Efforts.......................................... A-23
SECTION 6.06 Engle Stockholder Vote...................................... A-24
SECTION 6.07 Tax Allocation Agreement.................................... A-24

ARTICLE VII. SPECIAL RIGHTS................................................ A-24
SECTION 7.01 Registration Rights......................................... A-24
SECTION 7.02 Corporate Name.............................................. A-24

ARTICLE VIII. CONDITIONS TO NEWMARK'S OBLIGATIONS.......................... A-24
SECTION 8.01 Accuracy of Representations and Warranties.................. A-24
SECTION 8.02 Performance of Covenants and Agreements..................... A-24
SECTION 8.03 Consents.................................................... A-24
SECTION 8.04 Governmental Approvals...................................... A-24
SECTION 8.05 Certificates................................................ A-25
SECTION 8.06 Material Adverse Effect..................................... A-25
SECTION 8.07 Legal Proceedings........................................... A-25
SECTION 8.08 Nasdaq...................................................... A-25
SECTION 8.09 Refinancing................................................. A-25

ARTICLE IX. CONDITIONS TO ENGLE HOLDINGS AND THE ENGLE STOCKHOLDER'S
OBLIGATIONS.................................................... A-25
SECTION 9.01 Accuracy of Representations and Warranties.................. A-25
SECTION 9.02 Performance of Covenants and Agreements..................... A-25
SECTION 9.03 Consents.................................................... A-25
SECTION 9.04 Governmental Approvals...................................... A-25
SECTION 9.05 Certificates................................................ A-25
SECTION 9.06 Material Adverse Effect..................................... A-26

A-3

PAGE
----

SECTION 9.07 Legal Proceedings........................................... A-26
SECTION 9.08 Nasdaq...................................................... A-26
SECTION 9.09 Refinancing................................................. A-26

ARTICLE X. TERMINATION PRIOR TO CLOSING.................................... A-26
SECTION 10.01 Termination................................................. A-26
SECTION 10.02 Effect on Obligations....................................... A-26

ARTICLE XI. MISCELLANEOUS.................................................. A-26
SECTION 11.01 Limited Survival............................................ A-26
SECTION 11.02 Entire Agreement............................................ A-27
SECTION 11.03 Successors and Assigns...................................... A-27
SECTION 11.04 Expenses.................................................... A-27
SECTION 11.05 Invalidity.................................................. A-27
SECTION 11.06 Counterparts................................................ A-27
SECTION 11.07 Headings; Construction and References....................... A-27
SECTION 11.08 Third Party Beneficiaries................................... A-27
SECTION 11.09 Modification and Waiver..................................... A-27
SECTION 11.10 Notices..................................................... A-28
SECTION 11.11 Governing Law; Interpretation............................... A-29

EXHIBITS
2.04(b)(i) Form of Certificate of Amendment to Certificate of
Incorporation
2.04(d)(i) Directors of the Surviving Corporation following the Merger
2.04(d)(ii) Officers of the Surviving Corporation following the Merger
7.01 Form of Registration Rights Agreement

SCHEDULES
1.01(a) Outstanding Indebtedness
3.01 Qualification, Organization and Corporate Power
3.02 Authorization, Execution and Delivery
3.03(c) Subsidiaries of Engle Homes
3.03(d) Options or Other Rights for Capital Stock
3.04 Noncontravention
3.05 Consents
3.06 Material Liabilities
3.07 Absence of Certain Events
3.08 Employee Benefit Plans
3.09(a) Personal Property Encumbrances
3.09(b) Real Property Encumbrances
3.10 Legal Proceedings
3.11 Insurance Policies
3.12(a) Material Contracts
3.13 Brokerage
3.14 Intellectual Property Not Owned or Licensed
3.15 Environmental Matters
3.16 Taxes

A-4

PAGE
----

3.17 Labor Matters
3.18 Permits
3.19 Bank Accounts
4.03 Noncontravention
4.04 Consents
4.05 Litigation
4.06 Stock Ownership
4.09 Operations
5.03 Noncontravention
5.04 Consents
5.06 Brokerage
6.01(a) Conduct of Business by Engle Holdings
6.01(b) Conduct of Business by Engle Holdings
7.02 Corporate Name

A-5

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger (this "Agreement") is dated as of April
8, 2002, by and among NEWMARK HOMES CORP., a Delaware corporation ("Newmark"),
ENGLE HOLDINGS CORP., a Delaware corporation ("Engle Holdings") and TECHNICAL
OLYMPIC, INC., a Delaware corporation, as the sole stockholder of Engle Holdings
(the "Engle Stockholder") (collectively with Newmark and Engle Holdings, the
"Parties").

W I T N E S S E T H:

WHEREAS, Engle Stockholder is the holder of all of the issued and
outstanding capital stock of Engle Holdings;

WHEREAS, the respective Boards of Directors of Newmark and Engle Holdings
have approved a merger of Engle Holdings with and into Newmark pursuant to which
the issued and outstanding shares of common stock of Engle Holdings would be
converted into shares of common stock of Newmark, on the terms and conditions
set forth herein (the "Merger");

WHEREAS, the Special Committee of the Board of Directors of Newmark has
received the opinion of Deutsche Bank Securities Inc. that the Conversion Ratio
(as defined herein) is fair, from a financial point of view, to the public
holders of common stock of Newmark, other than the Engle Stockholder;

WHEREAS, as a consequence of the Merger, Engle Homes, Inc. ("Engle Homes"),
a Florida corporation and wholly-owned subsidiary of Engle Holdings, will become
a wholly-owned subsidiary of Newmark;

WHEREAS, the Parties hereto wish to set forth the representations,
warranties, agreements and conditions with respect to the Merger; and

WHEREAS, the Parties intend for the Merger to be a tax-free reorganization
under Section 368(a) of the Code.

NOW, THEREFORE, in consideration of the premises, the representations,
warranties and agreements herein contained and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows:

ARTICLE I.

DEFINITIONS AND TERMS

SECTION 1.01 Specific Definitions. As used in this Agreement, the
following terms have the following meanings:

"AFFILIATE" means, with respect to a Person, any other Person, directly or
indirectly, controlling, controlled by or under common control with such Person.
The term "controls" as used herein means the possession of the power to direct
or cause the direction of the management and policies of a Person by virtue of
ownership of voting securities or otherwise.

"AGREEMENT" has the meaning set forth in the preface above.

"CERTIFICATE OF MERGER" has the meaning set forth in the Delaware General
Corporation Law.

"CLOSING" has the meaning set forth in Section 2.02.

"CODE" means the Internal Revenue Code of 1986, as amended.

"CLOSING DATE" has the meaning set forth in Section 2.02.

"CONSIDERATION SHARES" has the meaning set forth in Section 2.06(a).

"CONVERSION RATIO" has the meaning set forth in Section 2.05(a).

A-6

"DELAWARE GENERAL CORPORATION LAW" means the General Corporation Law of the
State of Delaware, as amended.

"EFFECTIVE TIME" has the meaning set forth in Section 2.03.

"EMPLOYEE BENEFIT PLAN" means any "employee benefit plan," as such term is
defined in ERISA Section 3(3), and any other material employee benefit plan,
program or arrangement, including any stock bonus, stock ownership, stock
option, stock purchase, stock appreciation right, phantom stock or other stock
plan and any bonus or incentive or deferred compensation plan or fringe benefit
arrangement.

"ENCUMBRANCE" means any mortgage, pledge, lien, encumbrance, charge or
other security interest, other than (a) mechanic's, materialmen's, statutory and
similar liens, (b) liens for Taxes not yet due and payable or for Taxes that the
taxpayer is contesting in good faith through appropriate proceedings, (c)
purchase money liens and liens securing rental payments under capital lease
arrangements, to the extent such capital leases are disclosed in the Financial
Statements or the Engle Disclosure Schedule, and (d) liens arising in the
ordinary course of business that are not materially adverse to the business or
assets of Engle Holdings and the Engle Subsidiaries and are not incurred in
connection with the borrowing of money.

"ENGLE CREDIT FACILITY" means that certain Credit Agreement among Engle
Homes as borrower, several lenders parties thereto, Bank of America N.A. as
Administrative Agent, Banc of America Securities LLC, as sole lead arranger and
sole book manager dated as of November 22, 2000, as amended from time to time.

"ENGLE DISCLOSURE SCHEDULE" has the meaning set forth in Section 3.02.

"ENGLE HOLDINGS" has the meaning set forth in the preface above.

"ENGLE HOMES" has the meaning set forth in the preface above.

"ENGLE SHARE" means a share of common stock, $0.01 par value per share, of
Engle Holdings.

"ENGLE STOCKHOLDER" has the meaning set forth in the preface above.

"ENGLE SUBSIDIARIES" means Engle Homes and its Subsidiaries.

"ENGLE 2001 10-K" has the meaning set forth in Section 3.20.

"ENVIRONMENTAL AND LAND USE LAW" means any Law that relates to (i) the
prevention, abatement, remediation or elimination of pollution, (ii) the
protection of the environment, (iii) the protection of individuals or property
from actual or potential exposure (or the effects of exposure) to an actual or
potential spill, release or threatened release of a Hazardous Substance, (iv)
the operation, manufacture, processing, production, gathering, transportation,
importation, use, treatment, storage or disposal, arrangement for transportation
or arrangement for disposition of a Hazardous Substance, or (v) classification
and/or restrictions on the use of privately owned real property such as zoning
laws, laws restricting the development of real property for residential housing,
moratoria on building permits, and other similar conservation or land use laws
or regulations. The term "Environmental Law" includes the Clean Air Act, the
Comprehensive Environmental, Response, Compensation, and Liability Act of 1980,
the Federal Water Pollution Control Act, the Occupational Safety and Health Act
of 1970, the Resource Conservation and Recovery Act of 1976, the Safe Drinking
Water Act, the Toxic Substances Control Act, the Hazardous & Solid Waste
Amendments Act of 1984, the Superfund Amendments and Reauthorization Act of
1986, the Hazardous Materials Transportation Act, the Oil Pollution Act of 1990,
and any state Laws similar or related to the foregoing federal Laws.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

"ERISA AFFILIATE" means any entity which is considered one employer with
Engle Holdings, other than Newmark or its Subsidiaries, under Section 4001 of
ERISA or Section 414 of the Code.

"FINANCIAL STATEMENTS" has the meaning set forth in Section 3.06.

"GAAP" means United States generally accepted accounting principles.

A-7

"GOVERNMENTAL ENTITY" means the United States federal government or any
state government, including any agency, department, commission, board, bureau,
instrumentality or political subdivision thereof.

"HAZARDOUS SUBSTANCE" means any substance, chemical, pollutant, waste or
other material (i) that consists, wholly or in part, of a substance that is
regulated under any Environmental Law, or (ii) that exists in a condition or
under circumstances that constitute a violation of an Environmental Law. The
term "Hazardous Substance" includes but is not limited to asbestos in any form
which is or may become friable, urea formaldehyde foam insulation, radon gas,
polychlorinated biphenyls or dielectric fluids containing polychlorinated
biphenyls, lead-containing paint or other products, and petroleum, including
crude oil and any fraction thereof.

"IRS" means the Internal Revenue Service.

"KNOWLEDGE" means, with respect to a Party, the actual knowledge of the
executive officers of such Party and in the case of Engle Holdings, after
reasonable inquiry of the following persons: John Kraynick and Paul Leikert.

"LAWS" means any federal, state, local or foreign law, statute, ordinance,
rule, regulation, order or decree.

"LIEN" means any mortgage, pledge, lien, encumbrance, charge, security
interest, or equitable claim.

"MATERIAL ADVERSE EFFECT" means a material adverse effect on (i) the
business, assets, or financial condition of the subject party and its direct and
indirect Subsidiaries, taken as a whole, or (ii) the ability of the subject
party to consummate the transactions contemplated by this Agreement, other than
any effect resulting from a change or occurrence affecting the homebuilding
industry generally or any change in general economic conditions.

"MATERIAL CONTRACTS" has the meaning set forth in Section 3.12(b).

"MERGER" has the meaning set forth in the preface above.

"NEWMARK" has the meaning set forth in the preface above.

"NEWMARK CREDIT FACILITY" means that certain Credit Agreement among Newmark
Homes L.P. as borrower, Bank of America N.A., as administrative agent, swingline
lender and letter of credit issuing lender, other financial institutions parties
thereto and Banc of America Securities, LLC, as sole lead arranger and sole book
manager dated as of June 27, 2000, as amended from time to time.

"NEWMARK DISCLOSURE SCHEDULE" has the meaning set forth in Section 5.03.

"NEWMARK SHARE" means a share of common stock, $0.01 par value per share,
of Newmark.

"OHIO SAVINGS CREDIT FACILITY" means that certain Credit Agreement
originally among Engle Stockholder as borrower, certain bank and financial
institutions thereto, Banc of America Mortgage Capital Corporation as
administrative agent and Banc of America Securities LLC, as sole lead arranger
and sole book manager; (i) as amended by the First Amendment to Credit Agreement
dated May 22, 2001; (ii) as amended, modified and assigned by the Assignment and
Acceptance dated September 21, 2001, among Banc of America Mortgage Capital
Corporation as former agent, Ohio Savings Bank, as administrative agent and
Engle Stockholder as borrower; and (iii) as modified by the Modification
Agreement dated September 21, 2001, among Engle Stockholder as borrower, Ohio
Savings Bank as administrative agent and certain banks and financial
institutions thereto.

"PARTIES" has the meaning set forth in the preface above.

"PERMITS" means all permits, authorizations, registrations, licenses,
certificates or variances granted by or obtained from any Governmental Entity.

"PERSON" means an individual, corporation, partnership, limited liability
company, joint stock company, joint venture, business trust or other legal
entity, association or unincorporated organization, or a Governmental Entity.

A-8

"PLANS" has the meaning set forth in Section 3.08.

"REFINANCING" means the placement by the Surviving Corporation of
approximately $350 million aggregate principal amount of notes of the Surviving
Corporation, the execution by the Surviving Corporation of a new credit facility
and the application of net proceeds from such note offering and new credit
facility to the repayment by the Surviving Corporation of all outstanding
indebtedness under and termination of the Engle Credit Facility, the Newmark
Credit Facility, the Ohio Savings Credit Facility and certain other indebtedness
as reflected on Schedule 1.01(a).

"SEC" means the Securities and Exchange Commission.

"SECURITIES ACT" means the Securities Act of 1933, as amended.

"SECURITIES EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

"SUBSIDIARIES" of any Person shall mean any corporation, partnership,
limited liability company, joint stock company, joint venture, business trust or
other legal entity, association or unincorporated organization in which
securities or other ownership interests representing more than 50% of the
ordinary voting power are owned (beneficially or of record) or controlled,
directly or indirectly, by such Person, and any joint venture, partnership or
limited liability company of which such Person or any Subsidiary of such Person
is a general partner or manager.

"SURVIVING CORPORATION" has the meaning set forth in Section 2.01.

"TAX" means any federal, state, local or foreign income, gross receipts,
license, payroll, employment, excise, severance, stamp, occupation, premium,
profits, environmental (including Taxes under Section 59A of the Code), customs
duties, capital stock, franchise, withholding, social security (or similar),
unemployment, disability, real property, personal property, sales, use,
transfer, registration, value-added, alternative or add-on minimum, estimated or
other tax of any kind whatsoever, including any interest, penalty, or addition
thereto.

"TAX ALLOCATION AGREEMENT" means that certain Tax Allocation Agreement by
and between Engle Stockholder, Engle Holdings and its wholly-owned subsidiaries
and affiliates dated November 22, 2000.

"TAX RETURN" means any return, declaration, report, claim for refund, or
information return relating to Taxes, including any schedule or attachment
thereto, as well as any amendment thereof.

SECTION 1.02 Construction and Interpretation. The following rules of
construction and interpretation shall apply to this Agreement, unless elsewhere
specifically indicated to the contrary:

(a) all terms defined herein in the singular shall include the plural, as
the context requires, and vice-versa;

(b) pronouns stated in the neuter gender shall include the masculine, the
feminine and the neuter genders;

(d) the term "including" (or any form thereof) shall not be limiting or
exclusive and shall be deemed to mean "including, without limitation"; and

(e) unless otherwise indicated, any reference made in this Agreement to a
Section is a reference to a section of this Agreement, any reference to an
exhibit is a reference to an exhibit to this Agreement.

ARTICLE II.

THE MERGER TRANSACTION

SECTION 2.01 Merger. In accordance with the provisions of this Agreement
and the Delaware General Corporation Law, Engle Holdings will be merged with and
into Newmark at the Effective Time. The separate existence of Engle Holdings
shall cease and Newmark shall survive the Merger and shall continue to be
governed by the laws of the State of Delaware, and Newmark shall be, and is
herein sometimes referred to
A-9

as, the "Surviving Corporation," and the name of the Surviving Corporation shall
be "Technical Olympic USA, Inc."

SECTION 2.02 Closing. The closing ("Closing") of the transactions
contemplated by this Agreement will take place at the offices of Vinson & Elkins
L.L.P. in Houston, Texas, commencing at 9:00 a.m. local time on the second
business day following the satisfaction or waiver of all conditions to the
obligations of the Parties to consummate the transactions contemplated hereby,
other than those conditions with respect to actions that will take place at the
Closing itself, or such other date as the Parties may mutually determine (the
"Closing Date").

SECTION 2.03 Filing and Effectiveness. The Merger shall become effective
when the following actions shall have been completed:

(a) All of the conditions precedent to the consummation of the Merger
specified in this Agreement are satisfied or duly waived by the Party entitled
to satisfaction thereof; and

(b) An executed Certificate of Merger meeting the requirements of the
Delaware General Corporation Law is filed with the Secretary of State of the
State of Delaware.

The date and time when the Merger shall become effective, as aforesaid, is
herein called the "Effective Time."

SECTION 2.04 Effect of the Merger.

(a) General. At the Effective Time, the separate existence of Engle
Holdings shall cease and Newmark, as the Surviving Corporation, (i) shall
continue to possess all of its assets, rights, powers and property as
constituted at and as of the Effective Time, (ii) shall succeed, without other
transfer, to all of the assets, rights, powers and property of Engle Holdings,
(iii) shall continue to be subject to all of its debts, liabilities and
obligations as constituted at and as of the Effective Time, and (iv) shall
succeed, without other transfer, to all of the debts, liabilities and
obligations of Engle Holdings in the same manner as if Newmark had itself
incurred them, all as more fully provided under the applicable provisions of the
Delaware General Corporation Law. At and after the Effective Time, the Merger
will have the effects specified in Section 259 of the Delaware General
Corporation Law.

(b) Certificate of Incorporation. Except as described below, the
certificate of incorporation of Newmark as in effect at and as of the Effective
Time shall continue in full force and effect as the certificate of incorporation
of the Surviving Corporation until duly amended in accordance with the
provisions thereof and applicable law. The certificate of incorporation of
Newmark will be amended, by the Certificate of Amendment in substantially the
form of Exhibit 2.04(b)(i), in connection with and immediately prior to the
Merger to (i) change the corporate name to Technical Olympic USA, Inc., (ii)
increase the authorized common stock from 30,000,000 shares to 67,000,000 shares
and (iii) increase the maximum number of authorized directors on the board from
10 to 15 directors.

(c) Bylaws. The bylaws of Newmark, as in effect at and as of the Effective
Time, shall continue in full force and effect as the bylaws of the Surviving
Corporation until duly amended in accordance with the provisions thereof and
applicable law, provided that such bylaws shall be amended, pursuant to the
Merger, to recognize the corporate name change and to amend Section 3.02 to
increase the number of directors on the board from 10 to 15 directors.

(d) Directors and Officers. The authorized number of persons to serve as
directors of Newmark following the Merger will be increased from 10 to 15
directors. The persons set forth in Exhibit 2.04(d)(i) shall serve as directors
of Newmark following the Merger until their respective successors have been duly
elected and qualified or until as otherwise provided by law, or by the
certificate of incorporation or the bylaws of the Surviving Corporation. The
persons to serve as officers of Newmark following the Merger until their

A-10

respective successors have been duly elected and qualified or until as otherwise
provided by law shall be those persons set forth in Exhibit 2.04(d)(ii).

SECTION 2.05 Conversion of Engle Shares.

(a) General. At and as of the Effective Time, each Engle Share issued and
outstanding immediately prior to the Effective Time shall, by virtue of the
Merger, be changed and converted into fully paid and nonassessable Newmark
Shares at the Conversion Ratio (as defined below). The conversion ratio
("Conversion Ratio") shall be the ratio of 1,724.08294 Newmark Shares to one
Engle Share; provided, however, that the Conversion Ratio shall be subject to an
equitable adjustment in the event of any stock split, stock dividend, reverse
stock split, or other change in the number of Engle Shares or Newmark Shares
outstanding. No Engle Shares shall be deemed to be outstanding or to have any
rights after the Effective Time.

(b) Fractional Shares. No fractional Newmark Shares shall be issued in the
Merger. To the extent the application of the Conversion Ratio to Engle Shares
held by the Engle Stockholder would result in a fractional number of Newmark
Shares being issued to the Engle Stockholder in the Merger, the number of
Newmark Shares issuable in the Merger shall be rounded down to the next whole
number.

SECTION 2.06 Procedure for Exchange.

(a) Immediately after the Effective Time, the Engle Stockholder will
surrender to Newmark each Engle Share for cancellation and exchange, and the
Engle Stockholder will be entitled to receive in exchange therefor a Newmark
Share certificate or certificates representing the product of (i) the Conversion
Ratio times (ii) the number of Engle Shares surrendered for exchange (the
"Consideration Shares").

(b) Each certificate representing a Newmark Share so issued in the Merger
shall bear the same legend, if any, with respect to the restrictions on
transferability as the certificate for an Engle Share so converted and given in
exchange therefor, unless otherwise determined by the board of directors of the
Surviving Corporation in compliance with applicable laws.

(c) If any certificate for a Newmark Share is to be issued in a name other
than that in which the certificate surrendered in exchange therefor is
registered, it shall be a condition of issuance thereof that the certificate so
surrendered shall be properly endorsed and otherwise in proper form for
transfer, that such transfer otherwise be proper and that the Person requesting
such transfer pay to Newmark any transfer or other Taxes payable by reason of
the issuance of such new certificate in a name other than that of the registered
holder of the certificate surrendered or establish to the satisfaction of
Newmark that such Tax has been paid or is not payable.

SECTION 2.07 Cooperation.

The Parties hereby agree to cooperate in the preparation and filing (as
soon as practicable following execution of this Agreement) with the SEC of an
Information Statement on Schedule 14C or Proxy Statement on Schedule 14A, as
required with respect to the Merger under the rules and regulations promulgated
by the SEC.

SECTION 2.08 Ohio Savings Credit Facility.

The Parties acknowledge that immediately prior to the effective time of the
Merger, the Ohio Savings Credit Facility, which was entered into by the Engle
Stockholder in connection with its acquisition of Engle Homes, will be assumed
by Engle Homes or the Surviving Corporation and that the Ohio Savings Credit
Facility shall be paid off in connection with and as part of the Refinancing.
The additional indebtedness evidenced by the Ohio Savings Credit Facility shall
be considered to be indebtedness of Engle Homes in the Parties' calculation of
the Conversion Ratio and for purposes of the Deutsche Bank Securities Inc.
fairness opinion.

A-11

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF ENGLE HOLDINGS

Engle Holdings represents and warrants to Newmark the following:

SECTION 3.01 Qualification, Organization and Corporate Power.

(a) Each of Engle Holdings and each Engle Subsidiary is a corporation,
limited liability company or partnership duly organized, validly existing and in
good standing under the laws of its state of incorporation or organization and
has all requisite corporate or partnership power and authority to conduct its
business as currently conducted and to own, operate and lease the assets it now
owns, operates or holds under lease. Each of Engle Holdings and each Engle
Subsidiary is duly qualified and authorized to do business and is in good
standing under the laws of each jurisdiction in which the conduct of its
business or the ownership or leasing of its assets requires it to be so
qualified or licensed, except where the lack of such qualification, individually
or in the aggregate, would not have a Material Adverse Effect on Engle Holdings
or on the ability of Engle Holdings or the Engle Stockholder to consummate the
transactions contemplated by this Agreement. Engle Holdings has previously
delivered to Newmark true and correct copies of the charter and bylaws or other
governing documents of Engle Holdings and each Engle Subsidiary as in effect on
the date hereof.

(b) Engle Holdings was formed in November 2000 in connection with the
purchase of Engle Homes by the Engle Stockholder and, except as described in
Section 3.01 of the Engle Disclosure Schedule accompanying this Agreement (the
"Engle Disclosure Schedule"), Engle Holdings has not conducted any substantial
business since its inception other than to acquire, finance and hold all of the
outstanding shares of capital stock of Engle Homes.

SECTION 3.02 Authorization, Execution and Delivery.

(a) Except as set forth in Section 3.02 of the Engle Disclosure Schedule,
(i) Engle Holdings has full power and authority to execute and deliver this
Agreement and to perform its obligations hereunder and (ii) the execution and
delivery of this Agreement by Engle Holdings and the performance of its
obligations hereunder have been duly authorized by all necessary corporate
action.

(b) From and after the Closing, this Agreement will constitute a legal,
valid and binding obligation of Engle Holdings, enforceable against Engle
Holdings in accordance with its terms, except as such enforceability may be
limited by or subject to (i) any bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to creditors' rights generally and
(ii) general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).

SECTION 3.03 Capitalization.

(a) The authorized capital stock of Engle Holdings consists of 50,000
shares of common stock par value $.01 per share, of which 9,500 shares are
issued and outstanding. All of the outstanding Engle Shares have been duly
authorized and are validly issued, fully paid and nonassessable and were not
issued in violation of any preemptive or other similar rights.

(b) The Engle Stockholder is the record owner of all issued and outstanding
Engle Shares.

(c) Engle Holdings owns no capital stock or equity interests in any Person
except for its ownership in Engle Homes. Section 3.03(c) of the Engle Disclosure
Schedule lists all of the Subsidiaries of Engle Homes. All of the shares of
issued and outstanding capital stock of each of Engle Homes' Subsidiaries which
is a corporation are duly authorized and are validly issued, fully paid and
nonassessable and were not issued in violation of any preemptive or other
similar rights. Except as set forth on Section 3.03(c) of the Engle Disclosure
Schedule, all of the capital stock or other equity interests of the Subsidiaries
of Engle Homes are owned, beneficially and of record, directly or indirectly, by
Engle Holdings and the Engle Stockholder, free and clear of any Liens.

(d) Except as set forth in Section 3.03(d) of the Engle Disclosure
Schedule, there are no outstanding or authorized options, warrants, purchase
rights, subscription rights, conversion rights, exchange rights or other

A-12

commitments or agreements, arrangements or understandings of any kind or
character obligating Engle Holdings or any Engle Subsidiary (i) to issue,
deliver or sell, or cause to be issued, delivered or sold, additional shares of
capital stock of Engle Holdings or any Engle Subsidiary or any securities or
obligations convertible into or exchangeable for such shares or (ii) to grant,
extend or enter into any such option, warrant, convertible security, call,
right, commitment, preemptive right, agreement, arrangement or understanding
described in this Section 3.03(d).

(e) There are no registration covenants or transfer or voting restrictions
with respect to outstanding securities of Engle Holdings or any Engle
Subsidiary.

SECTION 3.04 Noncontravention. To the Knowledge of Engle Holdings and
except as listed in Section 3.04 of the Engle Disclosure Schedule, neither the
execution and delivery of this Agreement, nor the consummation of the
transactions contemplated hereby, will (i) violate any statute, regulation,
rule, injunction, judgment, order, ruling, charge or other restriction of any
Governmental Entity or court to which Engle Holdings or any Engle Subsidiary is
subject, (ii) violate any provision of the charter or the bylaws or other
governing documents of Engle Holdings or any Engle Subsidiary or (iii) conflict
with, result in a breach of, constitute a default under, result in the
acceleration of, create in any Person the right to accelerate, terminate, modify
or cancel, or require any notice under any agreement, contract, lease, license,
instrument or other arrangement to which Engle Holdings or any Engle Subsidiary
is a party or by which it is bound or to which any of its assets is subject (or
result in the imposition of any Encumbrance upon any of its assets); except
where the violation, cancellation, failure to give notice, or Encumbrance would
not have a Material Adverse Effect on Engle Holdings or on the ability of Engle
Holdings or the Engle Stockholder to consummate the transactions contemplated by
this Agreement.

SECTION 3.05 Consents. Except as set forth in Section 3.05 of the Engle
Disclosure Schedule hereto, the execution, delivery and performance of this
Agreement by Engle Holdings and the consummation by Engle Holdings of the
transactions contemplated hereby do not require the consent, approval,
clearance, waiver, order or authorization of any Person except for consents,
approvals, clearances, waivers, orders or authorizations which have been
obtained or which, if not obtained, would not have a Material Adverse Effect on
Engle Holdings.

SECTION 3.06 Financial Statements. True and correct copies of the audited
consolidated balance sheet of Engle Homes and its Subsidiaries as of December
31, 2001, and the related consolidated statements of income and accumulated
deficit and cash flows for the year ended December 31, 2001, (collectively, the
"Financial Statements"), have been filed with the SEC. The Financial Statements
fairly present the consolidated financial position of Engle Homes and its
Subsidiaries as of the dates thereof and the cash flows and results of
operations for the periods covered thereby, and have been prepared in accordance
with GAAP consistently applied by Engle Homes and its Subsidiaries, except for
normal year-end adjustments for interim periods and as set forth in Section
3.06(a) of the Engle Disclosure Schedule. Except as set forth in Section 3.06(b)
of the Engle Disclosure Schedule, Engle Holdings and the Engle Subsidiaries did
not have any material liability of any kind or manner, either direct, accrued,
absolute, contingent or otherwise, that is not reflected or disclosed in the
Financial Statements and that was required under GAAP, as consistently applied
by Engle Holdings and the Engle Subsidiaries, to have been reflected or
disclosed in such Financial Statements.

SECTION 3.07 Absence of Certain Events. Except as set forth on Section
3.07 of the Engle Disclosure Schedule, since December 31, 2001, there has not
been (a) any Material Adverse Effect on Engle Holdings through the date hereof,
(b) any declaration, setting aside or payment of any dividend (whether in cash,
stock or property) with respect to any of Engle Holdings' capital stock, (c) any
granting by Engle Holdings or any Engle Subsidiary to any executive officer of
Engle Holdings or any Engle Subsidiary of any increase in compensation outside
the ordinary course of business, (d) any granting by Engle Holdings or any Engle
Subsidiary to any executive officer of any increase in severance or termination
pay, or (e) any entry by Engle Holdings or any Engle Subsidiary into any
employment, severance or termination agreement with any executive officer, (f)
any damage, destruction or loss, whether or not covered by insurance, that has
or could reasonably be expected to have a Material Adverse Effect on Engle
Holdings, (g) any change in accounting

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methods, principles or practices by Engle Holdings or the Engle Subsidiaries
materially affecting their respective assets, liabilities or business, except
insofar as may have been required by a change in GAAP, (h) any condition, event
or occurrence through the date hereof which, individually or in the aggregate,
could reasonably be expected (1) to prevent, hinder or delay, in any material
respect, the ability of Engle Holdings or the Engle Stockholder to consummate
the transactions contemplated by this Agreement or (2) to result in the loss of
a material benefit under this Agreement to any Party to this Agreement or (i)
any agreement, in writing or otherwise, by Engle Holdings or any Engle
Subsidiary or any corporate action by Engle Holdings or any Engle Subsidiary
with respect to the foregoing.

SECTION 3.08 Employee Matters.

(a) Section 3.08(a) of the Engle Disclosure Schedule contains a list of
each Employee Benefit Plan and all employment, severance, consulting or other
similar contracts or agreements (except for any employment or consulting
contract or agreement that is for an amount which does not exceed $50,000 per
annum or is terminable within 30 days without penalty) to which Engle Holdings
or any Engle Subsidiary or any ERISA Affiliate is or was a party or with respect
to which Engle Holdings or any Engle Subsidiary or any ERISA Affiliate has any
material obligation (collectively, the "Plans"). Engle has made available to
Newmark true and complete copies of each Plan that is in writing (and summaries
of those Plans that are not in writing). Except as specifically provided by this
Agreement or referenced in Section 3.08(a) of the Engle Disclosure Schedule,
neither Engle Holdings nor any Engle Subsidiary or any ERISA Affiliate has any
material commitment (i) to create, incur any material liability with respect to
or cause to exist any other employee benefit plan, program or arrangement, (ii)
to enter into any material contract or agreement to provide compensation or
benefits to any individual or (iii) to modify or change, in any material
respect, or terminate any Plan, other than with respect to a modification,
change or termination required by ERISA or the Code.

(b) Except as set forth on Section 3.08(b) of the Engle Disclosure
Schedule, (i) none of the Plans is subject to Title IV of ERISA or Section 412
of the Code or is a multiemployer plan, as defined in Section 3(37) of ERISA;
(ii) each Plan that is intended to be qualified under Section 401(a) or 401(k)
of the Code has received a favorable determination letter from the IRS that it
is so qualified and that Engle Holdings has no Knowledge that any amendment or
other action or omission has occurred that would adversely affect its
qualification; (iii) each Plan is now and has always been operated in all
material respects in accordance with its terms and the requirements of all
applicable laws, and Engle Holdings and each Engle Subsidiary and ERISA
Affiliate have performed all material obligations required to be performed by
them under, are not in any material respect in default under or in violation of,
and have no knowledge of any material default or violation of applicable law by
any party to, any Plan; (iv) no Plan has any liability to provide benefits to
any person following his termination of employment except as may be required by
part 6 of subtitle B of title I of ERISA; (v) there are no pending actions,
claims, investigations, audits, or lawsuits (other than routine claims for
benefits) which have been asserted or instituted against the Plans or any Plan
sponsor, administrator, or fiduciary; and (vi) none of Engle Holdings, any Engle
Subsidiary, or any ERISA Affiliate has engaged in or is a successor or affiliate
or any entity that has engaged in a transaction described in Sections 4069 or
4212(c) of ERISA.

(c) Except as set forth in Section 3.08(c) of the Engle Disclosure
Schedule, all interest amounts of employer contributions and premiums accrued
but unpaid with respect to the Plans which are required in accordance with GAAP
to be accrued though the year ended December 31, 2001 are reflected in accruals
on Engle Homes' financial statements which are contained in Engle Homes' Form
10-K for the year ended December 31, 2001 filed with the SEC.

SECTION 3.09 Properties, Title and Related Matters.

(a) Each Engle Subsidiary has good and marketable title to all of its
personal property that is material to their respective businesses, free and
clear of all Encumbrances, except for those Encumbrances set forth on Section
3.09 of the Engle Disclosure Schedule.

(b) Engle Holdings and each Engle Subsidiary has good and marketable title
to all of the real property owned by it in fee simple absolute, free and clear
of all Encumbrances, except for Encumbrances as set forth

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in Section 3.09(b) of the Engle Disclosure Schedule. To the Knowledge of Engle
Holdings, no material parcel of real property owned by any Engle Subsidiary is
subject to any governmental decree or is being condemned, expropriated or
otherwise taken by any public authority, with or without payment of compensation
therefor, and no such condemnation, expropriation or taking has been proposed;
provided, however, that immaterial easements arising after the date of this
Agreement that do not materially adversely affect the operations of the Engle
Subsidiaries in the ordinary course of business or the value or use of the Engle
Subsidiaries' material assets shall not constitute a violation of this Section
3.09(b).

SECTION 3.10 Legal Proceedings. Except as set forth on Section 3.10 of
the Engle Disclosure Letter, there is no legal, judicial, administrative,
governmental, arbitration or other action or proceeding or governmental
investigation pending or threatened against Engle Holdings or any Engle
Subsidiary or affecting any of their respective assets, nor is there any order
of any Governmental Entity, court or arbitrator outstanding against Engle
Holdings or any Engle Subsidiary in which the potential exposure to Engle
Holdings and the Engle Subsidiaries is reasonably believed to be in excess of
$50,000. Neither Engle Holdings nor any Engle Subsidiary is in violation of or
in default under any Laws or judgments of any Governmental Entity, court or
arbitrator applicable to its business if such violation or default would have a
Material Adverse Effect on Engle Holdings. There are no judgments, orders or
decrees of any Governmental Entity, court or arbitrator in which either Engle
Holdings or any Engle Subsidiary is a named party or any of its assets are
identified and subject, which would be reasonably likely to have a Material
Adverse Effect on Engle Holdings.

SECTION 3.11 Insurance. Section 3.11 of the Engle Disclosure Schedule
sets forth all existing insurance policies held by Engle Holdings and the Engle
Subsidiaries relating to the business, assets, employees or agents of Engle
Holdings and the Engle Subsidiaries. Each such policy is in full force and
effect and is with insurance carriers believed by Engle Holdings to be
responsible. To the Knowledge of Engle Holdings, there is no dispute with
respect to such policies.

SECTION 3.12 Material Contracts.

(a) Except as set forth in Section 3.12(a) of the Engle Disclosure Schedule
and as permitted by Section 6.01 of this Agreement for contracts, agreements,
commitments or leases entered into after the date hereof, neither Engle Holdings
nor any Engle Subsidiary is a party to or bound by:

(i) any agreement, indenture or other instrument which contains
restrictions with respect to the payment of dividends or any other
distribution in respect of its capital stock or the purchase, redemption or
other acquisition of capital stock;

(ii) other than capital expenditures regularly made in the ordinary
course of business of Engle Holdings and the Engle Subsidiaries, any
agreement, contract or commitment relating to any individual capital
expenditure in excess of $250,000 or a series of related capital
expenditures in excess of $1,000,000 (provided that for purposes hereof
land and lot development costs and home building commitments shall not be
deemed to be capital expenditures);

(iii) any outstanding loan or advance by Engle Holdings or any Engle
Subsidiary to, or investment by Engle Holdings or Engle Subsidiary in, any
Person, or any agreement, contract, commitment or understanding relating to
the making of any such loan, advance or investment (excluding trade
receivables, and advances to employees for expenses arising in the ordinary
course of business);

(iv) any contract, agreement, indenture, note or other instrument
involving more than $250,000 and relating to (A) the borrowing of money by
Engle Holdings or any Engle Subsidiary or the granting of any Encumbrance
or (B) any guarantee or other contingent liability (identifying the primary
contract or agreement to which such guarantee or contingent liability
relates or the agreement pursuant to which such guarantee was delivered) in
respect of any indebtedness, commitment, liability or obligation of any
Person (other than the endorsement of negotiable instruments for deposit or
collection in the ordinary course of business);

(v) any agreement, contract or commitment limiting the freedom of
Engle Holdings or any Engle Subsidiary to engage in any line of business,
to own, operate, sell, transfer, pledge or otherwise dispose of

A-15

or encumber any asset or to compete with any Person or to engage in any
business or activity in any geographic area;

(vi) any agreement, lease, contract or commitment or series of related
agreements, leases, contracts or commitments not entered into in the
ordinary course of business that is not cancelable under the terms of such
agreement, lease, contract or commitment without penalty to Engle Holdings
or any Engle Subsidiary within 30 days;

(vii) any agreement, contract or commitment of Engle Holdings or any
Engle Subsidiary that Engle Holdings expects could reasonably have a
Material Adverse Effect on Engle Holdings; or

(viii) to the Knowledge of Engle Holdings, any material agreement or
instrument to which Engle Holdings or any Engle Subsidiary is a party or by
which any of them is bound under which the execution and delivery of this
Agreement or of any document to be delivered in accordance with this
Agreement or the consummation of the transactions contemplated by this
Agreement would give rise to a right of termination, amendment,
cancellation or the loss of a material benefit under such agreement or
instrument, or the acceleration or maturity of any material obligation or
the creation of any "put" right or offer or requirement to purchase or any
lien, pledge, security interest, charge or other encumbrance on any assets
of Engle Holdings or any Engle Subsidiary.

(b) To the Knowledge of Engle Holdings, none of Engle Holdings, the Engle
Subsidiaries and the other contracting parties thereto have breached any
provision of or are in default (and no event or circumstance exists, with
respect to other Parties, that with notice, or the lapse of time or both, would
constitute a default) under the terms of any agreement or contract listed in
Section 3.12(a) of the Engle Disclosure Schedule or any agreement or contract
that it believes is otherwise material to the business and operations of Engle
Holdings or the Engle Subsidiaries ("Material Contracts"), other than breaches,
defaults or events which would not have a Material Adverse Effect on Engle
Holdings. To the Knowledge of Engle Holdings, all Material Contracts are in full
force and effect.

SECTION 3.13 Brokerage. Except as set forth in Section 3.13 of the Engle
Disclosure Schedule, no investment banker, broker or finder has acted directly
or indirectly for Engle Holdings or the Engle Stockholder in connection with
this Agreement or the transactions contemplated hereby and no investment banker,
broker, finder or other Person is entitled to any brokerage or finder's fee or
similar commission in respect thereof based in any way on agreements,
arrangements or understandings made by or on behalf of Engle Holdings or the
Engle Stockholder.

SECTION 3.14 Intellectual Property. Except as set forth on Section 3.14
of the Engle Disclosure Schedule, Engle Holdings or an Engle Subsidiary owns, or
is licensed or otherwise has the right to use all patents, trademarks,
copyrights, and other proprietary rights ("Intellectual Property") that are
material to the conduct of the business and operations of either Engle Holdings
or the Engle Subsidiaries. To the Knowledge of Engle Holdings, (a) the use of
the Intellectual Property by either Engle Holdings or the Engle Subsidiaries
does not infringe on the rights of any Person, subject to such claims and
infringements as do not, in the aggregate, give rise to any liability on the
part of either Engle Holdings or any Engle Subsidiary which could have a
Material Adverse Effect on Engle Holdings and (b) no Person is infringing on any
right of Engle Holdings or any Engle Subsidiary with respect to any Intellectual
Property. To the Knowledge of Engle Holdings, no claims are pending or
threatened that either Engle Holdings or any Engle Subsidiary is infringing or
otherwise adversely affecting the rights of any Person with regard to any
Intellectual Property. To the Knowledge of Engle Holdings, no Person is
infringing the rights of either Engle Holdings or any Engle Subsidiary with
respect to any Intellectual Property.

SECTION 3.15 Environmental Matters.

(a) (i) Engle Holdings and the Engle Subsidiaries have all environmental
permits which are necessary to enable them to conduct their businesses as they
currently are being conducted without violating, in any material respect,
Environmental and Land Use Laws; (ii) except as set forth on Section 3.15 of the
Engle Disclosure Schedule, neither Engle Holdings nor any Engle Subsidiary has
received any notice of noncompliance or material liability under any
Environmental and Land Use Law which is now pending; (iii) neither

A-16

Engle Holdings nor any Engle Subsidiary has performed any acts, including but
not limited to releasing, storing or disposing of hazardous materials and, to
the Knowledge of Engle Holdings, there is no condition on any property owned or
leased by Engle Holdings or any Engle Subsidiary, that would be a basis for
material liability of Engle Holdings or any Engle Subsidiary under any
Environmental Law; (iv) except as set forth on Section 3.15 of the Engle
Disclosure Schedule, neither Engle Holdings nor any Engle Subsidiary is subject
to any order of any court or governmental agency requiring Engle Holdings or any
Engle Subsidiary to take, or refrain from taking, any actions in order to comply
with any Environmental and Land Use Law and no action or proceeding seeking such
an order is pending or, insofar as any officer of Engle Holdings is aware,
threatened against Engle Holdings or any Engle Subsidiary; (v) to the Knowledge
of Engle Holdings, there has not been exposure of persons to a release or
threatened release of hazardous materials in connection with the operations of
Engle Holdings or any Engle Subsidiary that could reasonably be expected to lead
to tort claims by third parties of material damages or compensation; and (vi)
except as set forth on Section 3.15 of the Engle Disclosure Schedule, Engle
Holdings or the Engle Subsidiaries have no Knowledge regarding any currently
proposed Environmental and Land Use Laws or other organized initiatives that
would prohibit or otherwise substantially restrict any of Engle Holdings' or the
Engle Subsidiaries' existing material operations or businesses.

SECTION 3.16 Taxes. Except as set forth in Section 3.16 of the Engle
Disclosure Schedule:

(a) Engle Holdings and each Engle Subsidiary has filed when due (taking
account of extensions) all Tax Returns relating to federal, state and foreign
income taxes (other than states for which the Tax Returns are not material), and
all other material Tax Returns, which it has been required to file and has paid
in full all Taxes shown to be due on those returns or subsequent assessments
with respect thereto. Those Tax Returns are true, correct and complete in all
material respects and accurately reflect all material Taxes required to have
been paid, except to the extent of items which may be disputed by applicable
taxing authorities but for which Engle Holdings believes there is authority to
support the position taken by Engle Holdings or any Engle Subsidiary and for
which Engle Holdings has provided adequate reserves (if and to the extent
required in accordance with GAAP) on the balance sheet dated December 31, 2001
included in the Engle Homes Form 10-K filed with the SEC for the year ended
December 31, 2001. Engle Holdings has maintained all documents, books and
records as are required to be maintained by it and the Engle Subsidiaries under
applicable Tax laws, rules and regulations.

(b) Engle Holdings and the Engle Subsidiaries have withheld and paid over
all material Taxes required to have been withheld and paid over, and complied,
in all material respects, with all information reporting and backup withholding
requirements, including maintenance of required records with respect thereto, in
connection with amounts paid or owing to any employee, creditor, independent
contractor or other third party.

(c) (i) No extension of time given by Engle Holdings or any Engle
Subsidiary for assessment of Tax with respect to any of their federal income Tax
Returns or other material Tax Returns is in effect, (ii) to the Knowledge of
Engle Holdings, no Tax lien has arisen and no Tax lien or levy has been filed by
any taxing authority against Engle Holdings or any Engle Subsidiary or any of
their assets relating to Taxes in excess of $50,000 in any instance, or $250,000
in aggregate (other than for current Taxes not yet due and payable), (iii) no
federal income Tax Return, or state or local Tax Return, of Engle Holdings or
any Engle Subsidiary is the subject of a pending audit or other administrative
proceeding or court proceeding, (iv) neither Engle Holdings nor any Engle
Subsidiary is a party to any agreement providing for the allocation or sharing
of Taxes (other than agreements solely between Engle Holdings and the Engle
Subsidiaries or among the Engle Subsidiaries), (v) neither Engle Holdings nor
any Engle Subsidiary has participated in or cooperated with an international
boycott as that term is used in Section 999 of the Code, (vi) to the Knowledge
of Engle Holdings, no event, transaction, act or omission has occurred which
could reasonably be expected to result in Engle Holdings becoming liable to pay
or to bear any Tax as a transferee, successor or otherwise which is primarily or
directly chargeable or attributable to any other person, firm or company other
than any Engle Subsidiary, and Engle Holdings has no actual or contingent
liability (whether by reason of any indemnity, warranty or otherwise) to any
other Person in respect of any actual, contingent or deferred liability of such
person for Taxes, (vii) Engle Holdings is not required to include in income any
adjustment pursuant to Section 481(a) of the Code by reason of a voluntary
change in accounting method initiated by Engle

A-17

Holdings, and the IRS has not proposed any such adjustment or change in
accounting method, and (viii) neither Engle Holdings nor any Engle Subsidiary
has filed a consent pursuant to Section 341(f) of the Code or agreed to have
Section 341(f)(2) of the Code apply to any disposition of a Subsection (f) asset
(as that term is defined in Section 341(f)(4) of the Code) owned by Engle
Holdings or any Engle Subsidiary.

(d) There are no contracts, agreements or other arrangements which could
reasonably be expected to result in the payment by the Company or by any
Subsidiary of an "Excess Parachute Payment" as that term is used in Section 280G
of the Code or the payment by Engle Holdings or any Engle Subsidiary of
compensation which will not be deductible because of Section 162(m) of the Code.

(e) Engle Holdings is not currently involved in any proceedings contesting
the payment of any material Taxes.

SECTION 3.17 Labor Matters. Except as set forth in Section 3.17 of the
Engle Disclosure Schedule, there are no collective bargaining or other labor
union agreements to which Engle Holdings or any Engle Subsidiary is a party or
by which it is bound. At the date hereof, there are no disputes with employees
in general to which Engle Holdings or any Engle Subsidiary is a party. At the
date hereof, neither Engle Holdings nor any Engle Subsidiary has received notice
from any union or employees setting forth demands for representation, elections
or for present or future changes in wages, terms of employment or working
conditions. Engle Holdings and each Engle Subsidiary is in compliance, in all
material respects, with all applicable laws, agreements, contracts and policies
relating to employment, employment practices, wages, hours and terms and
conditions of employment of the employees.

SECTION 3.18 Permits. Engle Holdings and the Engle Subsidiaries hold all
material Permits necessary for the conduct of the operations of their business
as currently conducted. To the Knowledge of Engle Holdings and the Engle
Subsidiaries, all such Permits are in full force and effect and no material
violations currently exist in respect of any provision thereof, except as set
forth in Section 3.18 of the Engle Disclosure Letter.

SECTION 3.19 Bank Accounts. Section 3.19 of the Engle Disclosure Schedule
includes the names and locations of all banks in which Engle Holdings or any
Engle Subsidiary has an account or safe deposit box and the names of all Persons
authorized to draw thereon or to have access thereto.

SECTION 3.20 SEC Filings. The Annual Report of Engle Homes on Form 10-K
for the year ended December 31, 2001 (the "Engle 2001 10-K") which Engle Homes
filed with the SEC, at the time filed, complied in all material respects with
the applicable requirements of the Securities Exchange Act and did not contain
an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements made in it, in light of the
circumstances under which they were made, not misleading. Engle Homes has filed
with the SEC all forms, statements, reports and documents required by the rules
and regulations promulgated by the SEC to be filed with the SEC since November
22, 2000.

SECTION 3.21 Prohibited Payments. Neither Engle Holdings nor any Engle
Subsidiary has, directly or indirectly, made or agreed to make any contribution,
payment or gift to any government official, employee or agent where either the
contribution, payment or gift or the purpose thereof was illegal under the laws
of any federal, state, local or foreign jurisdiction.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF THE ENGLE STOCKHOLDER

The Engle Stockholder represents and warrants to Newmark the following:

SECTION 4.01 Power and Authority. The Engle Stockholder has the full
power and authority to execute and deliver this Agreement and to perform its
obligations hereunder. The execution and delivery of this Agreement by the Engle
Stockholder and the performance of its obligations hereunder have been duly
authorized by all necessary corporate action.

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SECTION 4.02 Execution and Delivery. The Engle Stockholder has duly
executed and delivered this Agreement. This Agreement constitutes a legal, valid
and binding obligation of the Engle Stockholder, enforceable against the Engle
Stockholder in accordance with its terms, except as such enforceability may be
limited by or subject to (a) any bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to creditors' rights generally and (b)
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).

SECTION 4.03 Noncontravention. To the Knowledge of the Engle Stockholder
and except as set forth in Section 4.03 of the Engle Disclosure Schedule,
neither the execution and delivery of this Agreement by the Engle Stockholder,
nor the consummation of the transactions contemplated hereby, will (i) violate
any statute, regulation, rule, injunction, judgment, order, ruling, charge or
other restriction of any Governmental Entity (including for purposes of this
Section 4.03 any foreign governmental authority which has jurisdiction over the
Engle Stockholder), court or arbitrator to which the Engle Stockholder is
subject, (ii) violate any provision of the certificate of incorporation or the
bylaws or any voting agreement of the Engle Stockholder or (iii) conflict with,
result in a breach of, constitute a default under, result in the acceleration
of, create in any Party the right to accelerate, terminate, modify or cancel,
require any notice under any agreement, contract, lease, license, instrument or
other arrangement to which the Engle Stockholder is a party or by which it is
bound or to which any of the assets of Engle Holdings or any Engle Subsidiary
are subject (or result in the imposition of any Encumbrance upon any of its
assets); except where the violation, cancellation, failure to give notice, or
Encumbrance would not have a Material Adverse Effect on Engle Holdings.

SECTION 4.04 Consents. Except as set forth in Section 4.04 of the Engle
Disclosure Schedule, no material consents, approvals or authorizations of any
Person (including for purposes of this Section 4.04 any foreign governmental
authority which has jurisdiction over the Engle Stockholder) are required on the
part of the Engle Stockholder in connection with the execution and delivery of
this Agreement or the consummation of the transactions contemplated hereby.

SECTION 4.05 Litigation. To the Knowledge of the Engle Stockholder and
except as set forth in Section 4.05 of the Engle Disclosure Schedule, there is
no legal, judicial, administrative, governmental, arbitration or other action or
proceeding pending or threatened against the Engle Stockholder that could
reasonably be expected to affect the ability of the Engle Stockholder to perform
its obligations under this Agreement.

SECTION 4.06 Stock Ownership. The Engle Stockholder is the record and
beneficial owner of all issued and outstanding Engle Shares, and has full
authority to vote all of such shares as contemplated by this Agreement and
otherwise and, except as set forth in Section 4.06 of the Engle Disclosure
Schedule, the Engle Shares owned by the Engle Stockholder are owned free and
clear of any Liens. The Engle Stockholder has, or as of the Effective Date will
have, full authority to transfer pursuant to the Merger all of the shares of
common stock of Engle Holdings free and clear of any Liens.

SECTION 4.07 Securities Law Matters.

(a) The Engle Stockholder recognizes and understands that the Consideration
Shares will not be registered under the Securities Act, or under the securities
laws of any state. The Consideration Shares are not being so registered in
reliance upon exemptions from the Securities Act and the securities laws of any
state, which are predicated, in part, on the representations, warranties and
agreements of the shareholders contained herein.

(b) The Engle Stockholder represents and warrants that (i) the Engle
Stockholder has business knowledge and experience and is capable of evaluating
the merits and risks of an investment in the Consideration Shares and the
suitability thereof as an investment and (ii) the Consideration Shares will be
acquired solely for investment and not with a view toward resale or
redistribution in violation of the securities laws. The Engle Stockholder
understands that Newmark is not under any obligation to file a registration
statement or to take any other action under the securities laws with respect to
any such securities except as expressly set forth in Article VII hereof.

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(c) The Engle Stockholder has been furnished with (i) the revised
definitive proxy statement filed with the SEC in connection with the annual
meeting of shareholders of Newmark as held on October 1, 2001 and (ii) Newmark's
Annual Report on Form 10-K for the year ended December 31, 2001, filed with the
SEC. Newmark has made available to the Engle Stockholder the opportunity to ask
questions and receive answers concerning the terms and conditions of the
transactions contemplated by this Agreement and to obtain any additional
information which it possesses or could reasonably acquire for the purpose of
verifying the accuracy of information furnished to it as set forth herein or for
the purpose of considering the transactions contemplated hereby.

(d) The Engle Stockholder agrees that the certificates representing the
Consideration Shares may be imprinted with the following legend, the terms of
which are specifically agreed to:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, OR THE SECURITIES LAWS OF ANY STATE, IN RELIANCE
UPON EXEMPTIONS FROM REGISTRATION REQUIREMENTS. WITHOUT SUCH REGISTRATION, SUCH
SHARES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT
UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH SALE, PLEDGE,
HYPOTHECATION OR TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER
EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH SALE,
PLEDGE, HYPOTHECATION OR TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES
ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION
PROMULGATED THEREUNDER.

SECTION 4.08 Brokerage. Except as set forth in Section 3.13 of the Engle
Disclosure Schedule, no investment banker, broker, finder or other Person is
entitled to any brokerage or finder's fee or similar commission in respect of
this Agreement or the transactions contemplated hereby based in any way on
agreements, arrangements or understandings made by or on behalf of the Engle
Stockholder or its Affiliates (other than Newmark).

SECTION 4.09 Operations during the Engle Stockholder's Ownership Period.

Except as disclosed in Section 4.09 of the Engle Disclosure Schedule,

(a) From November 22, 2000 and through the date of this Agreement (the
"Engle Stockholder's Ownership Period), the business of Engle Holdings and the
Engle Subsidiaries has been conducted in the ordinary course of business.

(b) To the Knowledge of the Engle Stockholder, during the Engle
Stockholder's Ownership Period, there has not occurred any liability of any kind
or nature that is not reflected or disclosed in the Financial Statements and
that would be required under GAAP, as consistently applied by Engle Holdings and
the Engle Subsidiaries, to have been reflected or disclosed in such Financial
Statements, other than liabilities which individually or in the aggregate would
not have a Material Adverse Effect on Engle Holdings.

ARTICLE V.

REPRESENTATIONS AND WARRANTIES OF NEWMARK

Newmark hereby represents and warrants to Engle Holdings and the Engle
Stockholder the following:

SECTION 5.01 Qualification, Organization and Corporate Power. Newmark is
a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware and has all requisite corporate power and
authority to conduct its business as currently conducted and to own, operate and
lease the assets it now owns, operates or holds under lease. Newmark is duly
qualified and authorized to do business and is in good standing under the laws
of each jurisdiction in which the conduct of its business or the ownership or
leasing of its assets requires it to be so qualified or licensed, except where
the lack of such qualification,

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individually or in the aggregate, would not have a Material Adverse Effect on
Newmark or on the ability of Newmark to consummate the transactions contemplated
by this Agreement.

SECTION 5.02 Authorization, Execution and Delivery. Newmark has full
power and authority to execute and deliver this Agreement and perform its
obligations hereunder. The execution and delivery of this Agreement by Newmark
and the performance of its obligations hereunder have been duly authorized by
all necessary corporate action. This Agreement constitutes a legal, valid and
binding obligation of Newmark, enforceable against Newmark in accordance with
its terms, except as such enforceability may be limited by or subject to (a) any
bankruptcy, insolvency, reorganization, moratorium or other similar laws
relating to creditors' rights generally and (b) general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

SECTION 5.03 Noncontravention. To the Knowledge of Newmark and except as
set forth in Section 5.03 of the Newmark Disclosure Schedule accompanying this
Agreement (the "Newmark Disclosure Schedule"), neither the execution and
delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, will (i) violate any statute, regulation, rule, injunction,
judgment, order, ruling, charge or other restriction of any Governmental Entity,
court or arbitrator to which Newmark is subject, (ii) violate any provisions of
the certificate of incorporation or the bylaws of Newmark or (iii) conflict
with, result in a breach of, constitute a default under, result in the
acceleration of, create in any Party the right to accelerate, terminate, modify
or cancel, or require any notice under any agreement, contract, lease, license,
instrument or other arrangement to which Newmark is a party or by which it is
bound or to which any of its assets is subject (or result in the imposition of
any Encumbrance upon any of its assets); except where the violation,
cancellation, failure to give notice or Encumbrance would not have a Material
Adverse Effect on Newmark or on the ability of Newmark to consummate the
transactions contemplated by this Agreement.

SECTION 5.04 Consents. Except as set forth in Section 5.04 of the Newmark
Disclosure Schedule, the execution, delivery or performance of this Agreement by
Newmark of the transactions contemplated hereby do not require any material
consent, approval, clearance, waiver, order or authorization of any Person.

SECTION 5.05 Authorization for Newmark Common Stock. Upon consummation of
the Merger, Newmark will have taken all necessary action to permit it to issue
the Consideration Shares required to be issued pursuant to the terms of this
Agreement. Newmark Shares issued pursuant to the terms of this Agreement and the
Merger will, when issued, be (a) validly issued, fully paid and nonassessable,
(b) not subject to preemptive rights and (c) free and clear of any Encumbrances.

SECTION 5.06 Brokerage. Except as set forth in Section 5.06 of the
Newmark Disclosure Schedule, no investment banker, broker, finder or other
Person is entitled to any brokerage or finder's fee or similar commission in
respect of this Agreement or the transactions contemplated hereby based in any
way on agreements, arrangements or understandings made by or on behalf of
Newmark.

SECTION 5.07 SEC Documents.

(a) Newmark has made all filings with the SEC that it has been required to
make under the Securities Act and the Securities Exchange Act (collectively the
"SEC Documents"). Each of the SEC Documents complied in all material respects
with the requirements of the Securities Exchange Act. None of the SEC Documents,
as of their respective date, contained any untrue statement of a material fact
or omitted to state a material fact required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances under
which they were made, not misleading. Newmark has delivered to the Engle
Shareholder a correct and complete copy of each SEC Document, together with all
exhibits and schedules thereto and as amended.

(b) Since December 31, 2001, there has not been any event, occurrence or
circumstance which has had or is reasonably likely to result in a Material
Adverse Effect on Newmark.

SECTION 5.08 Securities Law Matters. Newmark has business knowledge and
experience and is capable of evaluating the merits and risks of entering into
the Merger.

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ARTICLE VI.

COVENANTS

The Parties covenant and agree as follows:

SECTION 6.01 Conduct of Business by Engle Holdings.

(a) Except as expressly contemplated by this Agreement, as referenced in
Section 6.01(a) of the Engle Disclosure Schedule or with the written consent of
Newmark, Engle Holdings shall not, and shall not permit any Engle Subsidiary to:

(i) take any action or enter into any agreement or incur any
obligation which is outside the normal course of business;

(ii) increase the rate or form of compensation payable to any employee
or increase any employee benefits or adopt or amend (other than amendments
that reduce the amounts payable by Engle Holdings and Engle Subsidiaries or
are required by law to preserve the qualified status of a plan or
contract), in any respect, any Employee Benefit Plan, other than increases
in the ordinary course of business of Engle Holdings and the Engle
Subsidiaries for Persons who are not officers of Engle Holdings and the
Engle Subsidiaries, or enter into any employment, severance or similar
contract with any Person (including, without limitation, contracts with
management of Engle Holdings and the Engle Subsidiaries that might require
that payments be made upon the consummation of the transactions
contemplated hereby) or amend any such existing contracts to increase any
amounts payable thereunder or benefits provided thereunder;

(iii) sell, lease or otherwise dispose of any assets or any interests
therein, or enter into, or consent to the entering into of, any agreement
granting to any third Person a right to purchase, lease or otherwise
acquire any assets or interests therein, except in each case in the
ordinary course of business;

(iv) amend its charter or bylaws;

(v) enter into any agreement or incur any obligation, the terms of
which would be violated by the consummation of the transactions
contemplated by this Agreement;

(vi) organize, invest in or acquire an equity interest in any
corporation, partnership, joint venture, association or other entity or
organization except in the ordinary course of business;

(vii) create, incur, assume, guarantee or otherwise become liable or
obligated with respect to any indebtedness for monies borrowed in a
principal amount in excess of $1,000,000 any loan or advance to any Person
(other than trade receivables, and advances to employees for expenses not
to exceed $250,000 in the aggregate at any one time, in the ordinary course
of business);

(viii) issue, deliver, sell or authorize the issuance, delivery or
sale of any stock appreciation rights or of any shares of its capital stock
or other ownership interests of any class, or any securities convertible
into or exchangeable for, or rights, warrants or options to acquire, any
such shares, interests or convertible or exchangeable securities or enter
into any agreement or understanding or offer or propose to do any of the
foregoing or take any preliminary action with respect to such matters; or

(ix) maintain its books of account other than in accordance with past
practice or, except as required by generally accepted accounting
principles, make any change in any of its accounting methods or practices.

(b) Except as expressly contemplated by this Agreement, as referenced in
Section 6.01(b) of the Engle Disclosure Schedule or with the written consent of
Newmark, Engle Holdings shall not, and will not permit Engle Holdings or any
Engle Subsidiary to, (i) declare or pay any dividend on or make any other
distribution in respect of any of its capital stock, (ii) split, combine or
reclassify any of its capital stock or issue or authorize the issuance of any
other securities in respect of, in lieu of or in substitution for shares of, its
capital stock, or (iii) purchase, redeem or otherwise acquire any shares of its
capital stock.

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SECTION 6.02 Conduct of Business by Newmark. Except as contemplated by
this Agreement or with the written consent of the Engle Stockholder, Newmark
shall not:

(i) take any action or enter into any agreement or incur any
obligation which is outside the normal course of business;

(ii) amend its charter or bylaws;

(iii) except as contemplated in the Newmark Homes Corp. Annual and
Long-Term Incentive Plan, issue, deliver, sell or authorize the issuance,
delivery or sale of any stock appreciation rights or of any shares of its
capital stock or other ownership interests of any class, or any securities
convertible into, or exchangeable for, or rights, warrants or options to
acquire, any such shares, interests, or convertible or exchangeable
securities or enter into any agreement or understanding or offer or propose
to do any of the foregoing to take any preliminary action with respect to
such matters; or

(iv) (a) declare or pay any dividend on or make any other distribution
in respect of any of its capital stock, (b) split, combine or reclassify
any of its capital stock or issue or authorize the issuance of any other
securities in respect of, in lieu or in substitution for shares of, its
capital stock or (c) purchase, redeem or otherwise acquire any shares of
its capital stock.

SECTION 6.03 Maintenance of Assets and Operations. Each Party shall (a)
carry on its business in the ordinary course consistent with past practices and
in compliance with all applicable laws, rules and regulations, except where the
failure to be in such compliance would not have a Material Adverse Effect on
such Party, (b) use its reasonable efforts to collect its accounts receivable,
(c) use its reasonable efforts to preserve its business organization, maintain
its rights and franchises, keep available the services of its officers and
employees and preserve the goodwill and its relationships with customers,
suppliers and others having business dealings with it, (d) use its reasonable
efforts to preserve in full force and effect all leases, operating agreements,
easements, rights-of-way, Permits, and other agreements which relate to its
assets (other than those expiring by their terms and those whose failure to
preserve would not have a Material Adverse Effect on such Party), (e) use its
reasonable efforts to perform or cause to be performed all of its obligations in
or under any of such leases, agreements and contracts, except where the failure
to perform would not have a Material Adverse Effect on such Party) and (f)
consistent with past practices, use its reasonable efforts to safeguard and
maintain secure all engineering data, reports and other confidential data in its
possession relating to its assets.

SECTION 6.04 Access to Information.

(a) Except to the extent otherwise required by Law and any applicable
confidentiality arrangements, Engle Holdings and Newmark shall, and shall cause
each of their respective officers and employees to, afford to the other, and to
the other's accountants, counsel, financial advisors and other representatives,
reasonable access during the period from the date hereof to the Effective Time
to its properties, books, contracts, commitments and records and,during such
period, Engle Holdings and Newmark shall, and shall cause each of their
respective officers and employees to, furnish promptly to the other all
information concerning its business, properties, financial condition, operations
and personnel as the other may from time to time reasonably request.

(b) Except as required by Law, each of Engle Holdings, Newmark and the
Engle Stockholder shall hold, and cause its respective directors, officers,
employees, accountants, counsel, financial advisors and representatives and
Affiliates to hold, any nonpublic information in confidence. Any investigation
by any Party of the assets and business of the other Party and its Subsidiaries
shall not affect any representations and warranties hereunder or either Party's
right to terminate this Agreement as provided in Article X hereof.

SECTION 6.05 Reasonable Efforts. Upon the terms and subject to the
conditions set forth in this Agreement, each of the Parties agree to use
reasonable efforts to take, or cause to be taken, all actions, and to do, or
cause to be done, and to assist and cooperate with the other Parties in doing,
all things necessary, proper or advisable to consummate and make effective, in
the most expeditious manner practicable, the Merger, and the other transactions
contemplated by this Agreement, including (i) the obtaining of all necessary
actions or

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nonactions, waivers, consents and approvals from Governmental Entities and the
making of all necessary registrations and filings (including filings with
Governmental Entities, if any) and the taking of all reasonable steps as may be
necessary to obtain an approval or waiver from, or to avoid an action or
proceeding by, any Governmental Entity, (ii) the obtaining of all necessary
consents, approvals or waivers from third parties and (iii) the execution and
delivery of any additional instruments necessary to consummate the transactions
contemplated by this Agreement.

SECTION 6.06 Engle Stockholder Vote. The Engle Stockholder will vote (or
consent with respect to) or cause to be voted (or a consent to be given with
respect to) the Newmark Shares beneficially owned by it or any of its Affiliates
(other than Newmark) or with respect to which it or any of its Affiliates has
the power (by agreement, proxy or otherwise) to cause to be voted (or to provide
a consent) in favor of the adoption and approval of this Agreement.

SECTION 6.07 Tax Allocation Agreement. The Tax Allocation Agreement shall
be terminated as of the Effective Time.

ARTICLE VII.

SPECIAL RIGHTS

SECTION 7.01 Registration Rights. At the Closing, Newmark will enter into
and deliver to the Engle Stockholder a Registration Rights Agreement in
substantially the form attached hereto as Exhibit 7.01 hereto which affords to
the Engle Stockholder certain demand and piggyback registration rights with
respect to its Consideration Shares.

SECTION 7.02 Corporate Name. At the Closing, Newmark's corporate name
will be changed to Technical Olympic USA, Inc. The Engle Stockholder hereby
grants to Newmark its approval and consent to use the "Technical Olympic" name
in any and all geographical regions. Except as disclosed in Section 7.02 of the
Engle Disclosure Schedule, to the Knowledge of the Engle Stockholder the use of
the name "Technical Olympic" by Newmark does not infringe on the rights of any
Person, subject to such claims and infringements as would not, in the aggregate,
give rise to any material liability on Newmark.

ARTICLE VIII.

CONDITIONS TO NEWMARK'S OBLIGATIONS

The obligations of Newmark to consummate the transactions contemplated by
this Agreement shall be subject to the satisfaction (or waiver by Newmark) on or
prior to the Closing of all of the following conditions:

SECTION 8.01 Accuracy of Representations and Warranties. The
representations and warranties of Engle Holdings and the Engle Stockholder set
forth in this Agreement (a) to the extent qualified by Material Adverse Effect
or any other materiality qualification, shall be true and correct and (b) to the
extent not qualified by Material Adverse Effect or any other materiality
qualification, shall be true and correct in all material respects, as of the
date when made and at and as of the Closing.

SECTION 8.02 Performance of Covenants and Agreements. Engle Holdings and
the Engle Stockholder shall have duly performed and complied in all material
respects with the covenants, agreements and conditions required by this
Agreement to be performed by or complied with by them prior to or at the
Effective Time.

SECTION 8.03 Consents. All consents and approvals required for the
consummation of the Merger which, if not obtained, would have a Material Adverse
Effect on Engle Holdings or Newmark shall have been obtained and be effective.

SECTION 8.04 Governmental Approvals. All necessary actions or nonactions,
waivers, consents and approvals from Governmental Entities (other than
governmental consents, which the failure to obtain would not prohibit the Merger
or have a Material Adverse Effect on Engle Holdings or Newmark) and the making
of all necessary registrations and filings (including filings with Governmental
Entities, if any) and the taking of

A-24

all reasonable steps as may be necessary to obtain an approval or waiver from,
or to avoid an action or proceeding by, any Governmental Entity shall have been
obtained, made or lapsed and shall be in full force and effect.

SECTION 8.05 Certificates. Newmark shall have received certificates on
behalf of Engle Holdings and the Engle Stockholder, as to compliance with the
matters set forth in Sections 8.01 and 8.02 hereof.

SECTION 8.06 Material Adverse Effect. Since the date of execution of this
Agreement, there shall not have occurred any events or occurrences which have
resulted in a Material Adverse Effect on Engle Holdings.

SECTION 8.07 Legal Proceedings. No preliminary or permanent injunction or
other order, decree or ruling issued by a Governmental Entity, and no rule,
regulation or executive order promulgated or enacted by a Governmental Entity,
shall be in effect which restrains, prohibits, enjoins or otherwise makes
illegal the consummation of the transactions contemplated hereby.

SECTION 8.08 Nasdaq. Any approvals of the Nasdaq Stock Market required
for the common stock of the Surviving Corporation to continue to be listed and
trade on the Nasdaq Stock Market shall have been obtained and be in full force
and effect.

SECTION 8.09 Refinancing. The Refinancing shall have been consummated
with the Engle Credit Facility, Newmark Credit Facility, Ohio Savings Credit
Facility and the other indebtedness listed on Schedule 1.01(a) being paid in
full.

ARTICLE IX.

CONDITIONS TO ENGLE HOLDINGS AND
THE ENGLE STOCKHOLDER'S OBLIGATIONS

The obligations of Engle Holdings and the Engle Stockholder to consummate
the transactions contemplated by this Agreement shall be subject to the
satisfaction (or waiver by Engle Holdings and the Engle Stockholder) on or prior
to the Closing of all of the following conditions:

SECTION 9.01 Accuracy of Representations and Warranties. The
representations and warranties of Newmark set forth in this Agreement (a) to the
extent qualified by Material Adverse Effect or any other materiality
qualification, shall be true and correct and (b) to the extent not qualified by
Material Adverse Effect or any other materiality qualification, shall be true
and correct in all material respects, as of the date when made and at and as of
the Closing.

SECTION 9.02 Performance of Covenants and Agreements. Newmark shall have
duly performed and complied in all material respects with the covenants,
agreements and conditions required by this Agreement to be performed by or
complied with by it prior to or at the Effective Time.

SECTION 9.03 Consents. All consents and approvals required for the
consummation of the Merger which, if not obtained, would have a Material Adverse
Effect on Engle Holdings or Newmark shall have been obtained and be effective.

SECTION 9.04 Governmental Approvals. All necessary actions or nonactions,
waivers, consents and approvals from Governmental Entities (other than
governmental consents) and the making of all necessary registrations and filings
(including filings with Governmental Entities, if any) and the taking of all
reasonable steps as may be necessary to obtain an approval or waiver from, or to
avoid an action or proceeding by, any Governmental Entity shall have been
obtained, made or lapsed and shall be in full force and effect.

SECTION 9.05 Certificates. Engle Holdings and the Engle Stockholder shall
have received certificates on behalf of Newmark, as to compliance with the
matters set forth in Sections 9.01 and 9.02 hereof.

SECTION 9.06 Material Adverse Effect. Except as disclosed or contemplated
in the SEC Documents, since the date of execution of this Agreement, there shall
not have occurred any events or occurrences which have resulted in a Material
Adverse Effect on Newmark.

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SECTION 9.07 Legal Proceedings. No preliminary or permanent injunction or
other order, decree or ruling issued by a Governmental Entity, and no rule,
regulation or executive order promulgated or enacted by a Governmental Entity,
shall be in effect which restrains, prohibits, enjoins or otherwise makes
illegal the consummation of the transactions contemplated hereby.

SECTION 9.08 Nasdaq. Any approvals of the Nasdaq Stock Market required
for the common stock of the Surviving Corporation to continue to be listed and
trade on the Nasdaq Stock Market shall have been obtained.

SECTION 9.09 Refinancing. The Refinancing shall have been consummated
with the Engle Credit Facility, Newmark Credit Facility, Ohio Savings Credit
Facility and the other indebtedness listed on Schedule 1.01(a) being paid in
full.

ARTICLE X.

TERMINATION PRIOR TO CLOSING

SECTION 10.01 Termination. This Agreement may be terminated at any time
prior to the Closing:

(a) By the mutual written consent of Newmark, Engle Holdings and the Engle
Stockholder; or

(b) By any of Newmark, Engle Holdings and the Engle Stockholder in writing
if the Merger shall not have been consummated on or before December 31, 2002,
unless the failure to consummate the Merger is the result of a default by the
Party seeking to terminate this Agreement; or

(c) By Newmark in writing if Engle Holdings or the Engle Stockholder shall
be in material default of any provisions of this Agreement, which default is
continuing ten days after Newmark provides notice thereof to Engle Holdings and
the Engle Stockholder; or

(d) By Engle Holdings or the Engle Stockholder in writing if Newmark shall
be in material default of any provisions of this Agreement, which default is
continuing ten days after the Engle Stockholder provides notice thereof to
Newmark; or

(e) By any of Newmark, Engle Holdings or the Engle Stockholder in writing
if any court of competent jurisdiction or any Governmental Entity shall have
issued an order, decree or ruling enjoining, restraining or otherwise
prohibiting the consummation of the Merger or shall have authorized the filing
or taking of any action seeking to enjoin, restrain or otherwise prohibit the
consummation of the Merger;

SECTION 10.02 Effect on Obligations. Termination of this Agreement
pursuant to this Article X shall terminate all obligations of the Parties
hereunder; provided, however, that termination pursuant to clauses (c) or (d) of
Section 10.01 hereof shall not relieve any defaulting Party from any liability
to the other Parties hereto.

ARTICLE XI.

MISCELLANEOUS

SECTION 11.01 Limited Survival.

(a) The representations and warranties of the Parties contained in this
Agreement shall terminate and not survive the Closing provided that the
representations and warranties made by the Engle Stockholder in Section 4.09
shall survive 180 days from Closing.

(b) Any claim by Newmark against the Engle Stockholder with respect to a
breach of the representation or warranty of the Engle Stockholder must be made
by Newmark in writing and must be given to the Engle Stockholder on or prior to
180 days from Closing.

(c) The Engle Stockholder shall have the option of satisfying any claim
under this Section 11.01 by delivering cash to Newmark or by returning
Consideration Shares (or shares into which such Consideration

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Shares are converted) to Newmark with a valuation equal to the amount of such
claim (as same may be agreed or adjudicated). For purposes hereof, the
Consideration Shares then held by the Engle Stockholder shall be valued at the
greater of (i) $29,343.89156 which is the per share value attributable to said
shares in the Merger and (ii) the average closing price of a share of Common
Stock of Newmark on the Nasdaq Stock Market or such other exchange on which such
share may be traded for the fifteen trading days immediately preceding the
payment in satisfaction of such claim.

SECTION 11.02 Entire Agreement. This Agreement and the other agreements
contemplated hereby constitute the sole understanding of the Parties with
respect to the matters provided for herein and supersede any previous agreements
and understandings between the Parties with respect to the subject matter
hereof. No amendment, modification or alteration of the terms or provisions of
this Agreement shall be binding unless the same shall be in writing and duly
executed by the Parties hereto.

SECTION 11.03 Successors and Assigns. This Agreement will inure to the
benefit of and be binding upon the Parties hereto and their respective
successors and assigns, heirs, executors, administrators and legal
representatives. Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any of the Parties hereto without the
prior written consent of the other Parties hereto.

SECTION 11.04 Expenses. Whether or not the transactions contemplated by
this Agreement are consummated, other than as expressly provided for herein,
each of the Parties hereto shall pay the fees and expenses of its respective
counsel, accountants and other experts, and all other expenses incurred by such
Party incident to the negotiation, preparation and execution of this Agreement
and the consummation of the transactions contemplated hereby.

SECTION 11.05 Invalidity. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of law,
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic and legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any Party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the Parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the Parties as closely as possible in an acceptable manner to
the end that transactions contemplated hereby are fulfilled to the extent
possible.

SECTION 11.06 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
and all of which shall constitute the same instrument.

SECTION 11.07 Headings; Construction and References.

(a) The headings of the Sections and paragraphs of this Agreement and of
the Schedules hereto are included for convenience only and shall not be deemed
to constitute part of this Agreement or to affect the construction or
interpretation hereof or thereof.

(b) Words used in this Agreement, regardless of the number or gender
specifically used, shall be deemed and construed to include any other number,
singular or plural, and any other gender, masculine, feminine or neuter, as the
context shall require. Unless otherwise specified, all references in this
Agreement to Sections, paragraphs or clauses are deemed references to the
corresponding Sections, paragraphs or clauses in this Agreement, and all
references in this Agreement to Schedules are references to the corresponding
Schedules attached to this Agreement.

SECTION 11.08 Third Party Beneficiaries. Except as specifically provided
in Section 11.01, this Agreement is not intended to confer upon any other Person
any rights or remedies hereunder.

SECTION 11.09 Modification and Waiver. Any of the terms or conditions of
this Agreement may be waived in writing at any time by the Party which is
entitled to the benefits thereof. No waiver of any of the provisions of this
Agreement shall be deemed to or shall constitute a waiver of any other
provisions hereof (whether or not similar).

A-27

SECTION 11.10 Notices. Any notice, request, instruction or other document
to be given hereunder by any Party hereto to any other Party shall be in writing
and delivered personally, by facsimile (with receipt confirmed) or by registered
or certified mail, postage prepaid:

if to Engle Holdings to:

Engle Holdings Corp.
3624 Long Prairie, Suite 209
Flower Mound, Texas 75022
Attn: Tommy McAden
Fax: 972-899-8804

with a copy to:

Technical Olympic, Inc.
1200 Soldiers Field Drive
Sugar Land, Texas 77479
Attn: Holly Hubenak
Fax: 281-243-0116

if to Newmark to:

Newmark Homes Corp.
1200 Soldiers Field Drive
Sugar Land, Texas 77479
Attn: Lonnie Fedrick
Fax: 281-243-0132

with a copy to:

Andrews & Kurth L.L.P.
600 Travis, 4200 Chase Tower
Houston, Texas 77002
Attn: Robert V. Jewell
Fax: 713-238-7135

if to the Engle Stockholder, to:

Technical Olympic, Inc.
1200 Soldiers Field Drive
Sugar Land, Texas 77479
Attn: Holly Hubenak
Fax: 281-243-0116

with a copy to:

Vinson & Elkins L.L.P.
1001 Fannin, 2300 First City Tower
Houston, Texas 77002
Attn: T. Mark Kelly
Fax: 713-615-5531

or at such other address for a Party as shall be specified by like notice. Any
notice which is delivered personally in the manner provided herein shall be
deemed to have been duly given to the Party to whom it is directed upon actual
receipt by such Party (or its agent for notices hereunder). Any notice which is
addressed and mailed in the manner herein provided shall be conclusively
presumed to have been duly given to the Party to which it is addressed at the
close of business, local time of the recipient, on the fifth day after the day
it is so placed in the mail. Any notice which is sent by facsimile shall be
deemed to have been duly given to the Party to which it is addressed upon
telephonic confirmation of the same as provided herein. A copy of any notices
delivered by facsimile shall promptly be mailed in the manner herein provided to
the Party to which such notice was given.

A-28

SECTION 11.11 Governing Law; Interpretation. Except to the extent the
provisions of the Delaware General Corporation Law are required by the laws of
the State of Texas to be applied to the Merger, this Agreement shall be
construed in accordance with and governed by the laws of the State of Texas,
without regard to the conflicts or choice of law rules of the State of Texas.

IN WITNESS WHEREOF, each of the Parties hereto have caused this Agreement
to be executed on its behalf as of the date first above written.

ENGLE HOLDINGS CORP.

By: /s/ CONSTANTINE STENGOS
------------------------------------
Name: Constantine Stengos
Title: President and Chairman of the
Board

NEWMARK HOMES CORP.

By: /s/ LONNIE M. FEDRICK
------------------------------------
Name: Lonnie M. Fedrick
Title: President

TECHNICAL OLYMPIC, INC.

By: /s/ CONSTANTINE STENGOS
------------------------------------
Name: Constantine Stengos
Title: President and Chairman of the
Board

A-29

EXHIBIT B

EXHIBIT 2.04(b)(i)

CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
NEWMARK HOMES CORP.

Pursuant to Section 242 of the General Corporation Law of the State of
Delaware, Newmark Homes Corp., a Delaware corporation organized and existing
under the General Corporation Law of the State of Delaware (the "Corporation"),
DOES HEREBY CERTIFY:

FIRST: That by written consent of the Board of Directors of the
Corporation, pursuant to Section 141(f) of the General Corporation Law of the
State of Delaware, resolutions were duly adopted setting forth a proposed
amendment to the Certificate of Incorporation of the Corporation declaring its
advisability and directing that this amendment be submitted for consideration by
the stockholders. The resolution is as follows:

RESOLVED, that the Board of Directors of the Corporation deem it
advisable and in the best interest of the Corporation to change the
corporate name of the Corporation and to increase the authorized common
stock of the Corporation, by amending the Certificate of Incorporation of
the Corporation as follows:

ARTICLE FIRST is amended in its entirety to read as follows:

"FIRST: The name of the Corporation is Technical Olympic USA, Inc."

The first sentence of ARTICLE FOURTH is amended in its entirety to read as
follows:

"FOURTH: The total number of shares of capital stock which the
Corporation shall be authorized to issue is 70,000,000 shares, consisting
of 67,000,000 shares of common stock, $.01 per share ("Common Stock") and
3,000,000 shares of preferred stock, $.01 per share ("Preferred Stock")."

The first sentence of ARTICLE FIFTH is amended in its entirety to read as
follows:

"FIFTH: The members of the governing board shall be known as the Board
of Directors and the number thereof shall be not less than one (1) nor more
than fifteen (15)."

SECOND: That thereafter, the stockholders of the Corporation, by written
consent pursuant to Section 228 of the General Corporation Law of the State of
Delaware, duly adopted the foregoing amendment.

THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

B-1

IN WITNESS WHEREOF, this Certificate of Amendment of the Certificate of
Incorporation has been duly signed by the undersigned authorized officer of the
Corporation this day of , 2002.

NEWMARK HOMES CORP.

By:
--------------------------------------

Name:
--------------------------------------

Title:
--------------------------------------

B-2

EXHIBIT C

April 4, 2002

Special Committee of the Board of Directors
Newmark Homes Corp.
1200 Soldiers Field Drive
Sugar Land, Texas 77479

Gentlemen:

Deutsche Bank Securities Inc. ("DB") has acted as financial advisor to the
Special Committee of the Board of Directors of Newmark Homes Corp. (the "Special
Committee") in connection with the proposed merger of Newmark Homes Corp.
("Newmark") and Engle Holdings Corp. ("Engle") pursuant to the Agreement and
Plan of Merger, among Newmark, Engle and Technical Olympic, Inc. ("Technical
Olympic") as the sole stockholder of Engle (the "Merger Agreement"), which
provides, among other things, for the merger of Engle with and into Newmark (the
"Transaction"), as a result of which Engle Homes, Inc., a wholly-owned
subsidiary of Engle, will become a wholly owned subsidiary of Newmark. As set
forth more fully in the Merger Agreement, as a result of the Transaction, each
share of the Common Stock, par value $0.01 per share, of Engle ("Engle Common
Stock") not owned directly or indirectly by Engle or Newmark, will be converted
into the right to receive 1,724.08294 shares (the "Conversion Ratio") of Common
Stock, par value $0.01 per share, of Newmark ("Newmark Common Stock"). In
connection with the Transaction, Newmark will assume a $71 million obligation of
Technical Olympic incurred in connection with its acquisition of Engle Homes in
November 2000. Effective with the Transaction, Newmark will be renamed Technical
Olympic USA, Inc. The terms and conditions of the Transaction are more fully set
forth in the Merger Agreement.

You have requested DB's opinion, as investment bankers, as to the fairness,
from a financial point of view, to the stockholders of Newmark, other than
Technical Olympic, of the Conversion Ratio.

In connection with DB's role as financial advisor to the Special Committee,
and in arriving at its opinion, DB has reviewed certain publicly available
financial and other information concerning Engle and Newmark and certain
internal analyses and other information furnished to it by Engle and Newmark. DB
has also held discussions with members of the senior managements of Engle and
Newmark regarding the businesses and prospects of their respective companies and
the joint prospects of a combined company. In addition, DB has (i) reviewed the
reported prices and trading activity for Newmark Common Stock, (ii) compared
certain financial and stock market information for Engle and Newmark, as
appropriate, with similar information for certain other companies whose
securities are publicly traded, (iii) reviewed the terms of the draft Merger
Agreement, and (iv) performed such other studies and analyses and considered
such other factors as it deemed appropriate.

DB has not assumed responsibility for independent verification of, and has
not independently verified, any information, whether publicly available or
furnished to it, concerning Engle or Newmark, including, without limitation, any
financial information, forecasts or projections considered in connection with
the rendering of its opinion. Accordingly, for purposes of its opinion, DB has
assumed and relied upon the accuracy and completeness of all such information
and DB has not conducted a physical inspection of any of the properties or
assets, and has not prepared or obtained any independent evaluation or appraisal
of any of the assets or liabilities, of Engle or Newmark. With respect to the
financial forecasts and projections, made available to DB by the management of
Engle and Newmark, as the case may be, and used in its analyses, DB has assumed
that they have been reasonably prepared on bases reflecting the best currently
available estimates and judgments of the management of Engle and Newmark, as the
case may be, as to the matters covered thereby. In rendering its opinion, DB
expresses no view as to the reasonableness of such forecasts and projections or
the assumptions

C-1

on which they are based. DB's opinion is necessarily based upon economic, market
and other conditions as in effect on, and the information made available to it
as of, the date hereof.

For purposes of rendering its opinion, DB has assumed that, in all respects
material to its analysis, the draft Merger Agreement reviewed by DB and the
executed Merger Agreement will not be materially different, the representations
and warranties of Engle, Newmark, and Technical Olympic contained in the Merger
Agreement are true and correct, Engle, Newmark, and Technical Olympic will each
perform all of the covenants and agreements to be performed by it under the
Merger Agreement, and all conditions to the obligations of each of Engle,
Newmark and Technical Olympic to consummate the Transaction will be satisfied
without any waiver thereof. DBAB has also assumed that all material
governmental, regulatory or other approvals and consents required in connection
with the consummation of the Transaction will be obtained and that in connection
with obtaining any necessary governmental, regulatory or other approvals and
consents, or any amendments, modifications or waivers to any agreements,
instruments or orders to which either Engle, Technical Olympic, or Newmark is a
party or is subject or by which it is bound, no limitations, restrictions or
conditions will be imposed or amendments, modifications or waivers made that
would have a material adverse effect on Newmark or Engle or materially reduce
the contemplated benefits of the Transaction to Newmark. For purposes of
rendering its opinion, DB has assumed that the Transaction will be tax-free to
each of Newmark and Engle and their respective stockholders.

This opinion is addressed to, and for the use and benefit of, the Special
Committee of the Board of Directors of Newmark and does not constitute a
recommendation to any stockholder of Newmark to approve the Transaction. This
opinion is limited to the fairness, from a financial point of view, to the
stockholders of Newmark, other than Technical Olympic, of the Conversion Ratio,
and DB expresses no opinion as to the merits of the underlying decision by
Newmark to engage in the Transaction.

DB will be paid a fee for its services as financial advisor to the Special
Committee in connection with the Transaction, a portion of which is contingent
upon consummation of the Transaction. We are an affiliate of Deutsche Bank AG
(together with its affiliates, the "DB Group"). In the ordinary course of
business, members of the DB Group may actively trade in the securities and other
instruments and obligations of Newmark or Engle for their own accounts and for
the accounts of their customers. Accordingly, the DB Group may at any time hold
a long or short position in such securities, instruments and obligations. In
addition, an affiliate of the DB Group is considering, but has not committed to
as of the date of this letter, a role in the financing required to consummate
the Transaction. Such role, if assumed, would result in additional fees payable
to the DB Group upon the provision of such financing and consummation of the
Transaction.

Based upon and subject to the foregoing, it is DB's opinion as investment
bankers that the Conversion Ratio is fair, from a financial point of view, to
the stockholders of Newmark, other than Technical Olympic.

Very truly yours,

DEUTSCHE BANK SECURITIES INC.

C-2

EXHIBIT D

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT, made this 5th day of April, 2002, is by and
between Newmark Homes Corp., to be known as Technical Olympic USA, Inc., a
Delaware corporation, (the "Company") and Antonio B. Mon, an individual
(hereinafter called "Executive").

BACKGROUND

Company currently successfully conducts its business in the United States
homebuilding industry. Executive possesses extensive experience in the United
States homebuilding industry stemming from, among other things, his service as a
top-level executive for certain other major companies in this industry. In
addition, Executive maintains a significant professional network of contacts and
relationships in this industry. Company seeks to employ Executive. This decision
by Company is prompted, in part, by Executive's proven capabilities in the
United States homebuilding industry. Company acknowledges that it will benefit
greatly from Executive's industry-related experience by entering into an
employment relationship with Executive.

In addition to the foregoing, Executive previously conducted a successful
consulting practice for numerous individuals and companies in various industries
throughout the United States and Europe. Company acknowledges that Executive has
fully divested himself of his consulting practice in order to work exclusively
for Company and will forego all other consulting and non-consulting
opportunities by agreeing to enter into the full-time employment of Company.

A committee comprised solely of "outside directors" of the Company, within
the meaning of Section 162(m) of the Internal Revenue Code, has approved this
Agreement and made the grants of incentive compensation provided in Sections 5.2
and 5.5. Accordingly, Company's employment of Executive shall be on the terms
and conditions contained in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the facts, mutual promises and
covenants contained herein and intending to be legally bound hereby, Company and
Executive agree as follows:

1. Definitions. As used herein, the following terms shall have the meanings
set forth below unless the contexts otherwise require:

"Affiliate" shall mean a person who, (i) with respect to any entity,
directly or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, such entity; or (ii) with
respect to Executive, is a parent, spouse or issue of Executive, including
persons in an adopted or step relationship.

"Base Compensation" shall have the meaning set forth in Section 5.1 hereof.

"Board" shall mean the Board of Directors of Company.

"Business Day" shall mean any day other than a Saturday, Sunday or bank
holiday recognized in Ft. Lauderdale, Florida.

"Cause" shall mean:

(a) conviction of, or plea of nolo contendere to, a felony or a
misdemeanor involving moral turpitude;

(b) any act of fraud, misappropriation or personal dishonesty intended
to result in substantial personal enrichment at the expense of Company or
an Affiliate;

D-1

(c) a material violation of any express direction of the Board or the
Chairman of the Board or a material violation of any rule, regulation,
policy or plan established by the Board from time to time regarding the
conduct of Company's employees and/or its business; or

(d) a material violation by Executive of an obligation hereunder that
is demonstrably willful and deliberate on Executive's part and, if capable
of being remedied, is not remedied within ten (10) Business Days (or such
additional reasonable period of time if additional time is necessary to
remedy) after receipt of written notice from Company.

A "Change of Control" shall mean the occurrence of any of the following
events, each of which shall be determined independently of the others:

(a) any "Person" (as defined below) becomes a "beneficial owner" (as
such term is used in Rule 13d-3 promulgated under the Exchange Act) of
thirty percent (30%) or more of the stock of any member of the Consolidated
Group entitled to vote in the election of directors. For purposes of this
Agreement, the term "Person" is used as such term is used in Sections 13(d)
and 14(d) of the Exchange Act; provided, however that the term shall not
include any member of the Consolidated Group, any trustee or other
fiduciary holding securities under an employee benefit plan of any member
of the Consolidated Group, or any corporation owned, directly or
indirectly, by the shareholders of any member of the Consolidated Group in
substantially the same proportions as their ownership of stock of each
member of the Consolidated Group;

(b) individuals who are "Continuing Directors" (as defined below)
cease to constitute a majority of the members of the Board of Directors of
any member of the Consolidated Group ("Continuing Directors" for this
purpose being the members of the Board of Directors of any member of the
Consolidated Group on the date of this Agreement, provided that any person
becoming a member of the Board of Directors of any member of the
Consolidated Group subsequent to such date whose election or nomination for
election was supported by two-thirds (2/3) of the directors who then
comprised the Continuing Directors shall be considered to be a Continuing
Director);

(c) shareholders of any member of the Consolidated Group adopt a plan
of complete or substantial (eighty-five percent (85%) or more) liquidation
or an agreement providing for the distribution of all or substantially all
of the assets of such member;

(d) any member of the Consolidated Group is party to a merger,
consolidation, other form of business combination or a sale of all or
substantially all (eighty-five percent (85%) or more) of its assets, unless
the business of such member is continued following any such transaction by
a resulting entity (which may be, but need not be, such member) and the
shareholders of such member immediately prior to such transaction (the
"Prior Shareholders") hold, directly or indirectly, at least two-thirds
( 2/3) of the voting power of the resulting entity (there being excluded
from the voting power held by the Prior Shareholders, but not from the
total voting power of the resulting entity, any voting power received by
Affiliates of a party to the transaction (other than such member) in their
capacities as shareholders of such member); provided, however, that a
merger or consolidation effected to implement a recapitalization of such
member (or similar transaction) in which no Person acquires more than ten
percent (10%) of the combined voting power of such member's then
outstanding securities shall not constitute a Change in Control;

(e) there is a Change of Control of any member of the Consolidated
Group of a nature that would be required to be reported in response to item
1(a) of Current Report on Form 8-K or item 6(e) of Schedule 14A of
Regulation 14A or any similar item, schedule or form under the Exchange
Act, as in effect at the time of the change, whether or not such member is
then subject to such reporting requirement;

(f) any member of the Consolidated Group is a subject of a "Rule 13e-3
transaction" as that term is defined in Exchange Act Rule 13e-3; or

D-2

(g) there has occurred a "change of control", as such term (or any
term of like import) is defined in any of the following documents which is
in effect with respect to any member of the Consolidated Group at the time
in question: any note, evidence of indebtedness or agreement to lend funds
to such member, any option, incentive or employee benefit plan of such
member or any employment, severance, termination or similar agreement with
any person who is then an employee of such member.

Notwithstanding the foregoing, if immediately after the occurrence of any
event enumerated in paragraphs (a) through (g) above, Constantine Stengos
and/or one or more members of the "Stengos Family" continues to Control
Company (or, in the case of any merger or combination in which Company is
not the surviving entity, continues to Control such successor entity), such
event shall not constitute a Change of Control for purposes of this
Agreement until such time as Constantine Stengos and/or one or more members
of the Stengos Family ceases to Control Company or such successor entity.
For purposes of this Agreement, the term "Stengos Family" shall mean
Constantine Stengos, his spouse, sons, daughters, sons-in-law,
daughters-in-law, and the lineal descendants of any of the foregoing.

"Consolidated Group" shall mean (i) the group of companies composed of
Technical Olympic S.A., Technical Olympic (UK) PLC, Technical Olympic USA, Inc.,
and Company, and (ii) any successor or surviving company of any of the foregoing
entities.

"Control" shall mean (i) the power to elect the majority of the board of
directors or comparable governing body of an entity, or, if there is no such
body, the power to direct the management of such entity; or (ii) the direct
and/or indirect beneficial ownership of fifty-one percent (51%) or more of the
combined voting power of the then outstanding voting securities of such entity
entitled to vote in the election of directors (or comparable governing body or
management) of such entity.

"Commencement Date" shall mean April 5, 2002.

"Disability" shall mean Executive's inability, for a period of six (6)
consecutive months, or a cumulative period of one hundred twenty (120) Business
Days out of a period of twelve (12) consecutive months, to perform the essential
duties of Executive's position, even taking into account any reasonable
accommodation required by law, due to a mental or physical impairment. The
determination of whether Executive is suffering from a Disability shall be made
by three (3) independent physicians, one chosen by a representative of
Executive, one chosen by Company and one chosen by the physicians chosen by
Executive and Company.

"Employment Year" shall mean each twelve (12) month period, or part
thereof, during which Executive is employed hereunder, commencing on the
Commencement Date or on each anniversary of the Commencement Date of any
subsequent calendar year.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder.

"Good Reason" shall mean that:

(a) without Executive's prior written consent and in the absence of
Cause, one or more of the following events occurs:

(i) Company removes Executive from the position of Chief Executive
Officer or a member of the Board without Executive's consent (or fails
to re-elect Executive at any meeting of the Board held for the purpose
of electing or re-electing officers of Company) or substantially
adversely changes Executive's duties or reporting responsibility under
Section 2; provided that this Subsection (i) shall not apply in the
event such removal (or non re-election) is for Cause or as a result of
Executive's death, Disability or Executive's resignation not based on
the existence of Good Reason;

(ii) there is a material diminution in Executive's authorities,
duties or responsibilities normally associated with Executive's position
or there are assigned to Executive duties and responsibilities
materially inconsistent with those normally associated with such
position;

(iii) any failure by Company to comply with any of the material
provisions of this Agreement;

D-3

(iv) any purported termination by Company of Executive's employment
other than as expressly permitted by this Agreement;

(v) Executive's aggregate cash compensation as provided for in
Sections 5.1 and 5.2 hereof (including, without limitation, Base
Compensation, as it may be increased from time to time, or Incentive
Compensation, as it may be increased from time to time), is or are
decreased by Company;

(vi) any of Executive's up front and long-term equity compensation
opportunities as provided for in Section 5.5 hereof are breached by
Company;

(vii) Executive's benefits as provided in Section 6 hereof are, in
the aggregate, reduced;

(viii) Company fails to obtain a written agreement from any
successor of Company to assume and perform this Agreement;

(ix) the occurrence of a "Change of Control"; and

(b) within sixty (60) Business Days of learning of the occurrence of
any such event, and in the absence of any circumstance that constitutes
Cause, Executive terminates employment with Company by written notice to
the Chairman of the Board; provided, however, that the events set forth in
subparagraphs (ii), (iii), (iv), (v), (vi), (vii) or (viii) shall not
constitute Good Reason for purposes of this Agreement unless, within twenty
(20) Business Days of Executive's learning of such event, Executive gives
written notice of the event to the Chairman of the Board and Company fails
to remedy such event within ten (10) Business Days (or such additional
reasonable period of time if additional time is necessary to remedy) of
receipt of such notice.

"Incentive Compensation" shall have the meaning set forth in Section 5.2
hereof.

"Nextera Report" shall mean that certain report of Nextera entitled
"Driving Value Through Executive Incentive Programs -- CEO: Final
Recommendations", a copy of which is attached to this Agreement as part of
Exhibit "A".

"Termination Payment" shall mean:

(a) the greater of the following: (i) three (3) times the sum of the
following: (x) the highest Base Compensation paid to Executive for any
Employment Year by Company pursuant to Section 5.1 during the thirty-six
(36) month period preceding the termination, (y) the highest annual
Incentive Compensation or annual incentive cash compensation paid to
Executive for any Employment Year by Company pursuant to Section 5.2 or 5.5
during the thirty-six (36) month period preceding the termination and (z)
the fair market value of any benefits and perquisites provided to Executive
pursuant to Section 6 hereof (including any payments made to Executive
pursuant to Section 6.13 hereof), the value of which shall be determined by
a certified public accountant jointly selected by Company and Executive; or
(ii) the sum of the following: (x) the aggregate Base Compensation that
would have been payable to Executive pursuant to Section 5.1 if Executive's
employment continued for the remaining Term of Employment, (y) the
aggregate Incentive Compensation or incentive cash compensation that would
be payable to Executive pursuant to Section 5.2 or 5.5, as applicable, if
Executive's employment continued for the then remaining Term of Employment,
and (z) the fair market value of any benefits and perquisites provided to
Executive pursuant to Section 6 hereof (including any payments made to
Executive pursuant to Section 6.13 hereof), the value of which shall be
determined by a certified public accountant jointly selected by Company and
Executive; and

(b) the stock options granted to Executive pursuant to Section 5.5, in
the forms of grant agreements attached hereto as part of Attachment A,
shall become vested and exercisable as provided therein.

"Term of Employment" shall have the meaning set forth in Section 3 hereof.

D-4

2. Employment and Duties.

2.1. Position; Duties. Company hereby employs Executive and Executive
hereby accepts appointment or election as the Chief Executive Officer and as
Executive Vice-Chairman of the Board of Directors of Company. The principal duty
of Executive shall be to serve in such capacities and render such services as
are necessary and desirable to protect and advance the best interests of
Company, acting, in all instances, under the supervision of and in accordance
with the policies set by the Board and by the Chairman of the Board. As Chief
Executive Officer, Executive shall employ and terminate key employees, subject
only to policies set by and with the approval of the Chairman of the Board, and
shall sign agreements and otherwise commit Company, subject only to such
policies and such approval, and subject to the provisions of such operating
budget or budgets as may be approved from time to time by the Board or by the
Chairman of the Board. At the Commencement Date, Constantine Stengos shall be
the Chairman of the Board. The Chairman of the Board may be changed from time to
time by the Board. Notwithstanding the foregoing, Executive shall report only to
and be under the supervision of Constantine Stengos during such time as he shall
be Chairman of the Board (but, in the event of his unavailability, to Yannis
Delikanakis).

2.2. Permitted Activities. Executive acknowledges and agrees that he is
required to devote his full-time best efforts to his duties to Company
hereunder. Notwithstanding the foregoing, Executive may (i) serve on those
corporate, civic or charitable boards or committees set forth on Attachment B
attached hereto, as the same may be amended from time to time by the Chairman of
the Board and Executive; (ii) deliver lectures, fulfill speaking engagements or
teach at educational institutions; or (iii) manage personal passive investments,
so long as such activities, in the aggregate, do not in the good faith opinion
of the Chairman of the Board materially interfere with the performance of
Executive's duties to Company in accordance with this Agreement; provided,
however that Executive shall be given a reasonable period of time in which to
correct such interference. Any compensation received by Executive as a result of
performing any of the activities set forth in clauses (i) or (ii) of this
Section 2.2 during the Term of Employment shall be remitted by Executive to
Company.

2.3. Place of Employment. Company shall establish its primary office
location at a location mutually agreed to by Executive and Company in the
southern Florida region. Such office shall be Executive's primary office for
eight (8) out of twelve (12) months per Employment Year. Unless agreed otherwise
by the Chairman of the Board, Executive's secondary office for four (4) months
of the Employment Year shall be in Shrewsbury, New Jersey. Company and Executive
further acknowledge and agree that Executive may be required, in connection with
the performance of his duties, to work from time to time at other locations
reasonably and customarily required in connection with the business of Company.

3. Term. Executive shall be employed by Company for a term of employment
ending December 31, 2006 (the "Term of Employment"), commencing on the
Commencement Date. Upon termination of this Agreement, the parties agree to
discuss whether a new employment agreement or a one (1) year consulting
arrangement is mutually desired at that time and, if so, shall agree upon the
terms and conditions of such arrangement.

4. [intentionally omitted]

5. Compensation.

5.1. For all of the services rendered by Executive to Company, Executive
shall receive base compensation at the gross annual rate (before authorized or
legally required deductions and withholdings) of Eight Hundred Thousand Dollars
($800,000) ("Base Compensation"), payable not less than monthly in accordance
with Company's regular payroll practices in effect from time to time. Base
Compensation shall be increased as follows: (i) on the first anniversary of this
Agreement to $880,000, (ii) on the second anniversary of this Agreement to
$968,000, (iii) on the third anniversary of this Agreement to $1,064,800, and
(iv) on the fourth anniversary of this Agreement to $1,171,280. Thereafter, Base
Compensation shall be reviewed periodically and may be increased at any time and
from time to time; provided, however that in no event shall such increases on an
annual basis be less than the higher of (i) that percentage by which the
Consumer Price Index for the Ft. Lauderdale, Florida area published by the
United States government (the "Index") as of

D-5

December 31 of the immediately preceding calendar year (the "Base Year") exceeds
the Index as of the December 31 of the calendar year immediately preceding the
Base Year, or (ii) ten percent (10%). If publication of the Index is
discontinued, the parties hereto shall accept comparable statistics on the cost
of living for the Ft. Lauderdale, Florida area as computed and published by an
agency of the United States government, or if no such agency computes and
publishes such statistics, by any regularly published national financial
periodical that does compute and publish such statistics.

5.2. In addition to the foregoing compensation, subject to shareholder
approval, Company shall pay to Executive an annual bonus ("Incentive
Compensation") under Company's Annual and Long-Term Incentive Plan as follows:
(i) for the period ending on December 31, 2002, a bonus at the gross annual rate
(before authorized or legally required deductions and withholdings) of not less
than One Million Dollars ($1,000,000), payable not less than monthly in
accordance with Company's regular payroll practices in effect from time to time;
provided, however, that after the first three (3) months of Executive's
employment hereunder, the payment of such monthly bonus to Executive is
contingent upon Company's average "Results of Operations" (as defined below) for
the immediately preceding three (3) months being positive (greater than or equal
to zero); provided, further, however, that if any of the first three months of
Executive's employment hereunder are in 2002, the payment of the bonus for any
such month shall be contingent on the Results of Operation for such month being
positive and (ii) in addition to the foregoing, such additional Incentive
Compensation as determined by the Board in its sole discretion. Any additional
Incentive Compensation due to Executive hereunder shall be paid to Executive
within twenty (20) Business Days after the end of the applicable fiscal year.
All payments of Incentive Compensation shall be subject to authorized or legally
required deductions and withholdings. For purposes of this Section 5.2, the term
"Results of Operations" shall mean Company's gross revenue less its cost of
sales, plus earnings generated from Company's mortgage and title businesses, but
shall not include the results of any restructuring or any unusual or
extraordinary items (as determined by a majority of the independent members of
the Board). In addition, if any Incentive Compensation (or any portion thereof)
is not payable because Company's average Results of Operations for the
immediately preceding one (1) month or three (3) months, whichever is
applicable, is not positive, such amount shall be deferred and paid to Executive
at such time as Company's average Results of Operations for a subsequent three
(3) month period is positive. Company shall act in good faith and shall use its
reasonable best efforts to obtain such shareholder approval.

5.3. Within twenty (20) Business Days after the end of each Employment
Year, the Chief Financial Officer of Company (or other officer of Company
designated by the Chairman of the Board) shall furnish a signed, written
statement to Executive showing the details applicable to Executive's right to
receive Incentive Compensation hereunder and showing the amount, if any, which
is due to Executive for such Incentive Compensation on account of the concluded
Employment Year.

5.4. Executive shall receive such additional bonuses and adjustments to
Base Compensation, if any, as the Board determines in its sole and absolute
discretion.

5.5. Company and Executive agree to jointly develop and implement
appropriate annual cash incentives and up-front and long-term equity
compensation programs or opportunities under Company's Annual and Long-Term
Incentive Plan to benefit Executive substantially in accordance with the Nextera
Report. The expense of such development and implementation shall be borne by
Company. Upon implementation of the Annual and Long-Term Incentive Plan, which
shall be subject to the approval of the shareholders of Company, Company shall
award to Executive thereunder up-front and long-term equity compensation or
opportunities substantially in the form of agreements attached hereto as part of
Attachment A and the further provisions of Attachment A, which are made a part
of this Agreement for all purposes. Company shall act in good faith and shall
use its reasonable best efforts to implement any necessary plans, secure
shareholder approvals (if not already obtained) and award to Executive the
appropriate up-front and long-term equity compensation or opportunities within a
reasonable period of time after the date of this Agreement as further provided
in Attachment A.

D-6

6. Fringe Benefits. As an inducement to Executive to commence employment
hereunder, and in consideration of Executive's covenants under this Agreement,
Executive shall be entitled to the benefits set forth below throughout the Term
of Employment:

6.1. Company shall (i) furnish Executive with a monthly automobile
allowance calculated to cover the acquisition, operation, maintenance, insurance
and other costs for an automobile comparable to the automobile currently driven
by Executive (BMW 740 il or Mercedes SL500), or (ii) lease or purchase such
automobile for Executive's use and provide Executive with a monthly automobile
allowance calculated to cover the operation, maintenance, insurance and other
costs for such automobile. Executive and the Chairman of the Board shall jointly
determine which option shall be chosen.

6.2. Company shall lease or purchase (as determined by the joint decision
of Executive and the Chairman of the Board) for Executive a residence acceptable
to Executive with a purchase price not to exceed One Million Dollars
($1,000,000) proximately located to Company's office established in accordance
with Section 2.3 hereof in South Florida. Company shall be responsible for any
rent or mortgage payments for such residence and shall pay for or reimburse
Executive for all reasonable maintenance, utilities, repairs, association dues,
taxes or any other reasonable expenses related to Executive's occupancy of such
residence. Executive shall have the option, exercisable at any time during the
Term of Employment or for three (3) months after termination of Executive's
employment for any reason, to acquire such residence from Company for cash at
its appraised fair market value, as determined by an appraiser jointly selected
by Executive and Company. Exercise of such option by Executive shall terminate
Company's obligations under this Section 6.2. In addition, Company shall pay
directly or reimburse Executive for any expenses incurred by Executive to
transport any personal possessions of Executive or Executive's spouse from Sea
Girt, New Jersey to such residence in connection with Executive's initial move
into such residence.

6.3. Company shall pay for or reimburse Executive for up to two (2) club
memberships in the South Florida area of such kind and nature as is customary
for Executive's position in such area.

6.4. Company will reimburse Executive at least monthly for all reasonable
expenses incurred by Executive in connection with the performance of Executive's
duties hereunder upon receipt of documentation therefor in accordance with
Company's regular reimbursement procedures and practices in effect from time to
time. In addition, Company shall pay for the air travel and related expenses of
Executive's spouse at such time or times as Executive's spouse accompanies
Executive on Company-related trips, when such travel by Executive's spouse is
reasonably necessary or appropriate to such business travel and not primarily
for personal purposes, or when Executive's spouse travels between Executive's
residences (but not for more than fifteen (15) such round trip in any year).
Executive and Executive's spouse shall be entitled to upgraded air travel (first
class for all domestic air travel and business class for all international air
travel) at Executive's discretion at the expense of Company.

6.5. Subject to the provisions of Sections 6.6 and 6.7 regarding the
provision of health, life and disability insurance, Executive (and Executive's
spouse and dependents, where applicable) shall be eligible to participate in any
401(k) plan (or similar qualified plan) and any health, life, accident, general
liability, directors' and officers' liability, or disability insurance, sick
leave or other welfare benefit plans or programs made available to, and on terms
at least as favorable to, other similarly situated employees of Company as long
as they are kept in force by Company and provided that each such individual
meets the eligibility requirements and other terms, conditions and restrictions
of the respective plans and programs. Upon commencement of Executive's
employment hereunder, Company shall (unless otherwise prohibited by applicable
law) credit Executive (or Executive's spouse or dependents, as applicable) with
as many years of service as are necessary to (i) fully vest Executive (or
Executive's spouse or dependents, as applicable) in such welfare plans or
programs which are offered to Company's employees in general and are in
existence on the Commencement Date, and (ii) provide or make available to
Executive (or Executive's spouse or dependents, as applicable) with the maximum
benefit available under such welfare plans or programs which are offered to
Company's employees in general and are in existence on the Commencement Date.

D-7

6.6. In lieu of participation in Company's health plans, Executive may
elect to receive from Company an allowance equal to Executive's actual cost for
any health coverage which Executive maintains for himself, his spouse or his
dependents from sources other than those offered by Company.

6.7. In lieu of participation in any Company-sponsored life or disability
insurance plans, Company shall pay to Executive an annual sum of Sixty Thousand
Dollars ($60,000). Company acknowledges that such payments by Company may be
made to a trust, family limited partnership or limited liability company or
other estate planning vehicle established or formed by Executive and/or
Executive's spouse and agrees to make such payments to such entities if
requested by Executive.

6.8. Executive shall be entitled to four (4) weeks paid vacation during
each year (pro-rated for the first Employment Year). Executive shall take
vacations at such time or times as shall be approved by the Chairman of the
Board, which approval shall not be withheld unreasonably.

6.9. Company shall provide Executive with a fully furnished office
comparable in size, furnishing and decorations to the office of other senior
level executives employed by Company, and the facilities of Company shall be
generally available to Executive in the performance of Executive's duties, it
being understood that all equipment, supplies, secretarial staff and other
office personnel required in the performance of Executive's duties shall be
supplied by Company. In addition, Company shall provide Executive a monthly
allowance in the amount of Three Thousand Dollars ($3,000) for the rental,
maintenance and upkeep of Executive's office in Shrewsbury, New Jersey for a
period of fifteen (15) months from the Commencement Date.

6.10. Company shall reimburse Executive for any reasonable legal,
accounting, tax or similar expenses incurred by Executive related to the
structure, negotiation or preparation of this Agreement and the resolution of
any issues arising therefrom, including, but not limited to, issues related to
Florida or New Jersey residence status and revising or updating Executive's
estate, tax or financial plan as a result thereof.

6.11. In addition to the amounts to be paid to Executive pursuant to
Section 6.10, above, Company shall reimburse Executive (up to a maximum of
Twenty-Five Thousand Dollars ($25,000)) for any financial planning, tax (advice
and return preparation), estate, legal or related costs incurred by Executive
during the Term of Employment; provided, however, that the maximum amount of
such reimbursement shall be increased by ten percent (10%) per Employment Year.
In addition, any amount of such available reimbursement not utilized by
Executive during any Employment Year may be carried forward into any succeeding
Employment Year.

6.12. Notwithstanding the foregoing, Company shall provide Executive with
such additional welfare benefits and perquisites as Company may provide to its
senior level executives in general at any time during the Term of Employment.

6.13. All (i) benefits provided to Executive pursuant to the provisions of
this Section 6, (ii) payments made to or on behalf of Executive pursuant to the
provisions of this Section 6, or (iii) benefits imputed to Executive as a result
of Executive's employment by Company, shall be grossed-up for the effect of any
federal, state or local income or similar taxes that Executive may be required
to pay as a result of receiving such benefits or payments or having such
benefits imputed to Executive so that the net value of each of the foregoing
fringe benefits provided to Executive by Company shall not be diminished by the
payment of any federal, state or local income or similar taxes thereon by
Executive; provided, however, that the maximum amount of such gross-up for any
calendar year shall not exceed Seventy-Five Thousand Dollars ($75,000);
provided, further, however, that such amount shall be increased on an annual
basis by that percentage by which the Consumer Price Index for the Ft.
Lauderdale, Florida area published by the United States government (the "Index")
as of December 31 of the immediately preceding calendar year (the "Base Year")
exceeds the Index as of the December 31 of the calendar year immediately
preceding the Base Year. If publication of the Index is discontinued, the
parties hereto shall accept comparable statistics on the cost of living for the
Ft. Lauderdale, Florida area as computed and published by an agency of the
United States government, or if no such agency computes and publishes such
statistics, by any regularly published national financial periodical that does
compute and publish such statistics. Notwithstanding the foregoing, such amount
may be further increased at the discretion of the Board. For purposes of
determining the amount of

D-8

any additional payments to be made to Executive hereunder, (i) Executive shall
be deemed to pay federal income taxes at the highest marginal rates of federal
income taxation for the calendar year in which such payment is to be made, (ii)
Executive shall be deemed to pay applicable state and local income taxes in the
jurisdictions in which Executive is subject to such taxes at the highest
marginal rate of taxation for the calendar year in which such payment is to be
made; and (iii) the fact that the additional payments themselves are or may be
subject to tax shall be taken into account. All determinations required to be
made under this Section 6.13, including whether any additional payments are
required and the amount of such payments and the assumptions utilized in
arriving at such determination, shall be made by an accounting firm jointly
selected by Company and Executive. Such additional payments, if any, shall be
made to Executive concurrently with the payment of the corresponding fringe
benefit to or for the benefit of Executive or within a reasonable period of time
(not to exceed twenty (20) Business Days) thereafter.

7. Termination.

7.1. Termination by Company for Cause; Resignation of Executive without
Good Reason. If Company believes that an event constituting Cause has occurred,
Company may give Executive written notice of its intention to terminate this
Agreement for Cause. The preceding sentence notwithstanding, Executive's
employment shall not be deemed to have been terminated for Cause unless Company
has given or delivered to Executive (i) reasonable notice setting forth the
reasons for Company's intention to terminate Executive's employment for Cause;
and (ii) if the event is capable of being cured, an opportunity to cure such
event as provided in the definition of Cause. If this Agreement is terminated
for Cause, the termination shall be effective as of the date Company's notice is
given pursuant to clause (i) above, or such later date that may be specified in
such notice as the termination date. In the event Executive's employment is
terminated by Company for Cause, or in the event Executive resigns without Good
Reason, Executive shall be entitled to the following, payable via wire transfer
to an account designated by Executive on or prior to the date of termination or
as soon as reasonably practical following the date of termination:

(a) unpaid Base Compensation earned or accrued at the rate in effect
at the time of Executive's termination through the date of termination of
Executive's employment;

(b) a pro rata performance bonus for the year in which employment
terminates based on the performance of Company for the year during which
such termination occurs or, if performance results are not available, based
on the performance bonus paid to Executive for the prior year;

(c) reimbursement for covered expenses incurred by Executive but not
yet reimbursed by Company provided that appropriate documentation is
submitted within thirty (30) Business Days after Executive's employment
terminates; and

(d) any other compensation and benefits to which Executive may be
entitled under applicable plans, programs and other agreements of Company.

7.2. Termination Without Cause or for Good Reason. In the event
Executive's employment is terminated by Company without Cause and not as a
result of Disability or death, or in the event Executive terminates employment
for Good Reason, Executive shall be entitled to receive from Company (i) the
Termination Payment, and (ii) reimbursement for covered expenses incurred by
Executive but not yet reimbursed by Company, payable via wire transfer to an
account designated by Executive on the day of termination or as soon as
reasonably practical following the day of termination.

7.3. Death or Disability. If Executive dies or suffers a Disability
during the Term of Employment, the Term of Employment and Executive's employment
with Company shall terminate as of the date of death or Disability occurs. In
the event of the termination of Executive's employment due to Executive's death
or Disability, Executive or Executive's legal representatives, as the case may
be, shall be entitled to receive a payment from Company equal to the sum of (i)
unpaid Base Compensation earned or accrued at the rate in effect at the time of
Executive's death or Disability through the date of Executive's death or
Disability, (ii) a pro rata performance bonus for the year in which Executive's
death or Disability occurs based on the performance of Company for the year
during which such death or Disability occurs or, if performance results are not
available, based on the performance bonus paid to Executive for the prior year,
and
D-9

(iii) reimbursement for covered expenses incurred by Executive but not yet
reimbursed by Company, payable via wire transfer to an account designated by
Executive or Executive's legal representatives within ten (10) Business Days of
the date of termination.

7.4. Continuing Eligibility. Notwithstanding the foregoing provisions of
this Section 7, unless Executive is terminated for Cause, to the extent
permitted by applicable law, Executive and Executive's spouse shall remain
eligible to participate in Company's group health plans without paying a premium
until (i) the younger of Executive or Executive's spouse reaches the age of
sixty-five (65) or becomes eligible (or is required) to participate in any
government funded health care coverage, or (ii) such individual becomes eligible
for coverage under another employer's group health plan, so long as such other
coverage is substantially similar to or exceeds the coverage being provided to
Executive and Executive's spouse by Company's plans. In lieu of such coverage
under Company's group health plans, Company may, in its sole discretion, provide
such coverage through one or more insurance contracts or other arrangements.

8. Certain Additional Payments by Company.

8.1. Anything in this Agreement to the contrary notwithstanding, in the
event it shall be determined that any payment, distribution or other action by
Company to or for the benefit of Executive, whether paid or payable or
distributed or distributable pursuant to the terms of this Agreement or
otherwise (including, without limitation, any additional payments required under
this Section 8), (a "Payment") would be subject to an excise tax imposed by
Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or
any interest or penalties are incurred by Executive with respect to any such
excise tax (such excise tax, together with any such interest and penalties, are
hereinafter collectively referred to as the "Excise Tax"), Company shall make a
payment to Executive (a "Gross-Up Payment") in an amount such that after payment
by Executive of all taxes (including any Excise Tax) imposed upon the Gross-Up
Payment, Executive receives (or Company pays to the Internal Revenue Service on
Executive's behalf) an amount of the Gross-Up Payment equal to the Excise Tax
imposed upon the Payments, and Executive receives an amount equal to the product
of any deductions disallowed because of the inclusion of the Gross-Up Payment in
Executive's adjusted gross income and the highest applicable marginal rate of
federal income taxation for the calendar year in which the Gross-Up Payment is
to be made. For purposes of determining the amount of the Gross-Up Payment,
Executive shall be deemed to (i) pay federal income taxes at the highest
marginal rates of federal income taxation for the calendar year in which the
Gross-Up Payment is to be made, and (ii) pay applicable state and local income
taxes in the jurisdictions in which Executive is subject to such taxes at the
highest marginal rate of taxation for the calendar year in which the Gross-Up
Payment is to be made.

8.2. Subject to the provisions of Section 8.3, all determinations required
to be made under this Section 8, including whether and when a Gross-Up Payment
is required and the amount of such Gross-Up Payment and the assumptions to be
utilized in arriving at such determination, shall be made by an accounting firm
jointly selected by Executive and Company (the "Accounting Firm") which shall
provide detailed supporting calculations both to Company and Executive within
fifteen (15) Business Days (but in no event later than forty-five (45) Business
Days) of the receipt of notice from Executive that there has been a Payment, or
such earlier time as is requested by Company. All fees and expenses of the
Accounting Firm shall be borne solely by Company. Any Gross-Up Payment, as
determined pursuant to this Section 8, shall be paid by Company to Executive
within five (5) Business Days of the receipt of the Accounting Firm's
determination. If the Accounting Firm determines that no Excise Tax is payable
by Executive, it shall furnish Executive with a written opinion that failure to
report the Excise Tax on Executive's applicable federal income tax return would
not result in the imposition of any penalty or interest. Any determination by
the Accounting Firm shall be binding upon Company and Executive. As a result of
the uncertainty in the application of Section 4999 of the Code at the time of
the initial determination by the Accounting Firm hereunder, it is possible that
Gross-Up Payments which will not have been made by Company should have been made
("Underpayment"), consistent with the calculation required to be made hereunder.
In the event that Company exhausts its remedies pursuant to this Section 8 and
Executive thereafter is required to make a payment of any Excise Tax, the
Accounting Firm shall determine the amount of the Underpayment that has occurred
and any such Underpayment shall be promptly paid by Company to or for the
benefit of Executive. Notwithstanding the

D-10

foregoing, the failure of the Accounting Firm to adhere to any specific period
set forth in this Section 8 shall not in any manner affect Executive's right to
receive any Gross-Up Payment.

8.3. Executive shall notify Company in writing of any claim by the
Internal Revenue Service that, if successful, would require the payment by
Company of the Gross-Up Payment. Such notification shall be given as soon as
practicable but no later than ten (10) Business Days after Executive is informed
in writing of such claim and shall apprise Company of the nature of such claim
and the date on which such claim is requested to be paid. Executive shall not
pay such claim prior to the expiration of the forty-five (45) Business Day
period following the date on which it gives such notice to Company (or such
shorter period ending on the date asserted by the Internal Revenue Service that
any payment of taxes with respect to such claim is due). If Company notifies
Executive in writing prior to the expiration of such period that it desires to
contest such claim, Executive shall:

(a) give Company any information reasonably requested by Company
relating to such claim;

(b) take such action in connection with contesting such claim as
Company shall reasonably request in writing from time to time, including,
without limitation, accepting legal representation with respect to such
claim by an attorney reasonably selected by Company;

(d) permit Company to participate in any proceedings relating to such
claim;

provided, however, that Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in
connection with such contest and shall indemnify and hold Executive
harmless, on an after-tax basis, for any Excise Tax or income tax
(including interest and penalties with respect thereto) imposed as a result
of such representation and payment of costs and expenses; and further
provided that any settlement of such claim by Company shall be subject to
the consent of Executive, which consent shall not be unreasonably withheld.
Without limitation on the foregoing provisions of this Section 8.3, Company
shall control (subject to Executive's consent, which consent shall not be
unreasonably withheld) all proceedings taken in connection with such
contest and may pursue or forego any and all administrative appeals,
proceedings, hearings and conferences with the taxing authority in respect
of such claim and may either direct Executive to pay the tax claimed and
sue for a refund or contest the claim in any permissible manner, and
Executive agrees to prosecute such contest to a determination before any
administrative tribunal, in a court of initial jurisdiction and in one or
more appellate courts, as Company shall determine; provided, however, that
if Company directs Executive to pay such claim and sue for a refund,
Company shall advance the amount of such payment to Executive, on an
interest-free basis and shall indemnify and hold Executive harmless, on an
after-tax basis, from any Excise Tax or income tax (including interest or
penalties with respect thereto) imposed with respect to such advance or
with respect to any imputed income with respect to such advance; and
further provided that any extension of the statute of limitations relating
to the payment of taxes for the taxable year of Executive with respect to
which such contested amount is claimed to be due is limited solely to such
contested amount. Furthermore, Company's control of the contest shall be
limited to issues with respect to which a Gross-Up Payment would be payable
hereunder and Executive shall be entitled to settle or contest, as the case
may be, any other issue raised by the Internal Revenue Service or any other
taxing authority.

8.4. If, after the receipt by Executive of an amount advanced by Company
pursuant to Section 8.3, Executive becomes entitled to receive any refund with
respect to such claim, Executive shall (subject to Company's complying with the
requirements of Section 8.3) promptly pay to Company the amount of such refund
(together with any interest paid or credited thereon after taxes applicable
thereto). If, after the receipt by Executive of an amount advanced by Company
pursuant to Section 8.3, a determination is made that Executive shall not be
entitled to any refund with respect to such claim and Company does not notify
Executive in writing of its intent to contest such denial of refund prior to the
expiration of twenty (20) Business Days after such determination, then such
advance shall be forgiven and shall not be required to

D-11

be repaid and the amount of such advance shall offset, to the extent thereof,
the amount of Gross-Up Payment required to be paid.

9. Indemnification.

9.1. Company shall indemnify Executive to the fullest extent permitted by
Delaware law against all costs, expenses, liabilities and losses (including,
without limitation, attorneys' fees, judgments, fines, penalties, ERISA excise
taxes, penalties and amounts paid in settlement) reasonably incurred by
Executive in connection with a "Proceeding" (as defined herein). For the
purposes of this Section 9, a "Proceeding" shall mean any action, suit or
proceeding, whether civil, criminal, administrative or investigative, in which
Executive is made, or is threatened to be made, a party to, or a witness in,
such action, suit or proceeding by reason of the fact that he is or was an
officer, director or employee of Company or is or was serving as an officer,
director, member, employee, trustee or agent of any other entity at the request
of Company. Notwithstanding any other provision of this Agreement, Company's
obligation to indemnify Executive will survive the expiration or termination of
this Agreement by either party for any reason.

9.2. Executive shall promptly cause written notice of the commencement of
any Proceeding of which he has knowledge which is covered by this indemnity to
be forwarded to Company. Executive shall have the right, at his sole option and
at the expense of Company, to be represented by counsel of his choice in such
Proceeding, which must be reasonably satisfactory to Company, and to assume the
defense of, negotiate, settle or otherwise deal with any Proceeding which
relates to any losses indemnified against hereunder. If Executive elects to
assume the defense of, negotiate, settle or otherwise deal with any Proceeding
which relates to any losses indemnified against hereunder, he shall within five
(5) Business Days of receipt of written notice of the assertion of a Proceeding
(or sooner, if the nature of the Proceeding so requires) notify Company of his
intent to do so. If Executive elects not to defend against, negotiate, settle or
otherwise deal with any Proceeding which relates to any losses indemnified
against hereunder, or fails to notify Company of his election as herein
provided, Company may defend against, negotiate, settle or otherwise deal with
such Proceeding. If Company shall assume the defense of any Proceeding,
Executive may participate, at his own expense, in the defense of such
Proceeding; provided, however, that Executive shall be entitled to participate
in any such defense with separate counsel at the expense of Company if, (i) so
requested by Company to participate or (ii) in the reasonable opinion of counsel
to Executive, a conflict or potential conflict exists between Executive and
Company that would make such separate representation advisable. The parties
hereto agree to cooperate fully with each other in connection with the defense,
negotiation or settlement of any such Proceeding.

9.3. Company shall advance to Executive all reasonable costs and expenses
incurred in connection with a Proceeding within ten (10) Business Days after
receipt by Company of a written request for such advance. Such request shall
include an itemized list of the costs and expenses and an undertaking by
Executive to repay the amount of such advance if ultimately it shall be
determined that he is not entitled to be indemnified against such costs and
expenses.

9.4. The failure of Executive to give reasonably prompt notice of any
Proceeding shall not release, waive or otherwise affect Company's obligations
with respect thereto except to the extent that Company can demonstrate actual
loss and prejudice as a result of such failure.

9.5. Executive shall be entitled to indemnification under this Section 9
if Executive meets the standard of conduct specified under Delaware law. If
Executive in fact meets the applicable standard of conduct, he shall be entitled
to such indemnification whether or not Company (whether by the Board, the
shareholders, independent legal counsel or other party) determines that
indemnification is proper because he has met such applicable standard of
conduct. Neither the failure of Company to have made such a determination nor a
determination by Company that Executive has not met such applicable standard of
conduct, shall create a presumption in any litigation, arbitration or similar
proceeding commenced by Executive that Executive has not met the applicable
standard of conduct.

9.6. Company shall not settle any Proceeding or claim in any manner which
would impose on Executive any penalty or limitation without Executive's prior
written consent. Neither Company nor Executive will withhold consent to any
proposed settlement unreasonably.

D-12

9.7. Company shall maintain a "claims-based" policy of directors' and
officers' liability insurance in form reasonably satisfactory to Executive with
coverage of at least $100,000,000 and a deductible not exceeding $250,000, which
shall cover, among other provisions, claims made against Executive with respect
to employment practices such as discrimination, wage claims or the like.

10. Company Property. All advertising, sales, manufacturers' and other
materials or articles or information, including without limitation data
processing reports, computer programs, software, customer information and
records, business records, price lists or information, samples, or any other
materials or data of any kind furnished to Executive by Company or developed by
Executive on behalf of Company or at Company's direction or for Company's use or
otherwise in connection with Executive's employment hereunder, are and shall
remain the sole property of Company, including in each case all copies thereof
in any medium, including computer tapes and other forms of information storage.
If Company requests the return of such materials (whether or not containing
confidential information) at any time during or at or after the termination of
Executive's employment, Executive shall deliver all copies of the same to
Company immediately.

11. Noncompetition, Trade Secrets, etc. In consideration of the employment of
Executive by Company, Executive hereby agrees as follows:

11.1. For so long as Executive remains an employee of Company and, unless
and to the extent waived by the Chairman of the Board, in his sole discretion,
for a period of eighteen (18) months after termination of Executive's employment
with Company for any reason (other than termination by Company for Cause, in
which event the foregoing eighteen (18) month time period shall be twelve (12)
months, unless the Chairman of the Board, in his sole discretion, elects to
extend such twelve (12) month period to eighteen (18) months) (the "Restricted
Period"), Executive shall not directly or indirectly (i) engage in (as a
principal, shareholder, partner, director, officer, agent, employee, consultant
or otherwise) or be financially interested in any business operating within any
county within any state in the United States in which Company or any Affiliate
conducts business or within any county adjoining any such county (the
"Restricted Area"), which competes with Company or any Affiliate; provided,
however, that nothing contained in this Section 11 shall prevent Executive from
holding or owning (directly or indirectly) for passive investment no more than
ten percent (10%) of any class of equity securities of a company whose
securities are publicly traded on a national securities exchange or in a
national market system; or (ii) induce or attempt to influence any employee,
customer, independent contractor or supplier of Company or any Affiliate to
terminate employment or any other relationship with Company or any Affiliate.
Executive acknowledges that Company and its Affiliates intend to expand the
areas in which they conduct business. The Chairman of the Board shall notify
Executive in writing (i) within thirty (30) Business Days of Executive's
termination whether all or any part of the Restricted Period is being waived and
(ii) not less than thirty (30) Business Days prior to the end of the twelve (12)
month Restricted Period for Cause, whether such period is being extended by six
(6) months.

11.2. Executive shall not use for Executive's personal benefit, or
disclose, communicate or divulge to, or use for the direct or indirect benefit
of any person, firm, association or company other than Company, any
"Confidential Information," which term shall mean any information regarding the
business methods, business policies, policies, procedures, techniques, research
or development projects or results, historical or projected financial
information, budgets, trade secrets, or other knowledge or processes of or
developed by Company or any names and addresses of customers or clients or any
data on or relating to past, present or prospective Company customers or clients
or any other confidential information relating to or dealing with the business
operations or activities of Company, made known to Executive or learned or
acquired by Executive while in the employ of Company, but Confidential
Information shall not include information otherwise lawfully known generally by
or readily accessible to the trade or the general public. The foregoing
provisions of this Section 11.2 shall apply during and after the period when
Executive is an employee of Company and shall be in addition to (and not a
limitation of) any legally applicable protections of Company's interest in
confidential information, trade secrets and the like.

11.3. Any and all writings, inventions, improvements, processes,
procedures and/or techniques which Executive may make, conceive, discover or
develop, either solely or jointly with any other person or persons, at any time
when Executive is an employee of Company, whether or not during working hours
and whether or

D-13

not at the request or upon the suggestion of Company, which relate to or are
useful in connection with any business now or hereafter carried on or
contemplated by Company, including developments or expansions of its present
fields of operations, shall be the sole and exclusive property of Company.
Executive shall make full disclosure to Company of all such writings,
inventions, improvements, processes, procedures and techniques, and shall do
everything necessary or desirable to vest the absolute title thereto in Company.
Executive shall write and prepare all specifications and procedures regarding
such inventions, improvements, processes, procedures and techniques and
otherwise aid and assist Company so that Company can prepare and present
applications for copyright or Letters Patent therefor and can secure such
copyright or Letters Patent wherever possible, as well as reissues, renewals,
and extensions thereof, and can obtain the record title to such copyright or
patents so that Company shall be the sole and absolute owner thereof in all
countries in which it may desire to have copyright or patent protection.
Executive shall not be entitled to any additional or special compensation or
reimbursement regarding any and all such writings, inventions, improvements,
processes, procedures and techniques.

11.4. Executive acknowledges that the restrictions contained in the
foregoing Sections 11.1, 11.2 and 11.3, in view of the nature of the business in
which Company is engaged, are reasonable and necessary in order to protect the
legitimate interests of Company, that their enforcement will not impose a
hardship on Executive or significantly impair Executive's ability to earn a
livelihood, and that any violation thereof would result in irreparable injuries
to Company. Executive therefore acknowledges that, in the event of Executive's
violation of any of these restrictions, Company shall be entitled to obtain from
any court of competent jurisdiction preliminary and permanent injunctive relief
as well as damages and an equitable accounting of all earnings, profits and
other benefits arising from such violation, which rights shall be cumulative and
in addition to any other rights or remedies to which Company may be entitled.

11.5. If the Restricted Period or the Restricted Area specified in Section
11.1 above should be adjudged unreasonable in any proceeding, then the period of
time shall be reduced by such amount or the area shall be reduced by the
elimination of such portion or both such reductions shall be made so that such
restrictions may be enforced for such time and in such area as is adjudged to be
reasonable. If Executive violates any of the restrictions contained in the
foregoing Section 11.1, the Restricted Period shall be extended by a period
equal to the length of time from the commencement of any such violation until
such time as such violation shall be cured by Executive to the satisfaction of
Company. Company shall have the right and remedy to require Executive to account
for and pay over to Company all compensation, profits, monies, accruals,
increments or other benefits derived or received by Executive as the result of
any transactions constituting a breach of this Section 11, and Executive shall
account for and pay over such amounts to Company upon Company's request
therefor. Executive hereby expressly consents to the jurisdiction of any court
within the Restricted Area to enforce the provisions of this Section 11, and
agrees to accept service of process by mail relating to any such proceeding.
Company may supply a copy of Section 11 of this Agreement to any future or
prospective employer of Executive or to any person to whom Executive has
supplied information if Company determines in good faith that there is a
reasonable likelihood that Executive has violated or will violate such Section.

11.6. During the Restricted Period, the following provisions shall apply:

(a) If Executive's employment is terminated by Company for Cause, no
compensation shall be payable or benefits provided to Executive during the
Restricted Period, unless the Chairman of the Board elects to extend the
Restricted Period by six (6) months, in which event Company shall be
obligated during such six (6) month extension to (i) pay Executive Base
Compensation and Incentive Compensation as if Executive remained employed
by Company during such six (6) month period, and (ii) provide all of the
welfare benefits to Executive that Company would have provided as if
Executive remained employed by Company during such period, unless Company
is prohibited from providing such benefits pursuant to applicable law.

(b) If Executive's employment is terminated for any reason other than
death, Disability or for Cause, Company shall continue to (i) pay Executive
during the Restricted Period, except with respect to any part of the
Restricted Period that has been waived by the Chairman of the Board, Base
Compensation and Incentive Compensation as provided herein as if Executive
remained employed by

D-14

Company during the Restricted Period, and (ii) provide all of the benefits
to Executive that Company would have provided pursuant to Section 6 (but
excluding Section 6.1), as if Executive remained employed by Company during
the Restricted Period, unless Company is prohibited from providing such
benefits pursuant to applicable law.

(c) Notwithstanding the foregoing provisions of this Section 11.6,
Company may pay to Executive the cash equivalent of any benefit which
Company is otherwise obligated to provide Executive in lieu of providing
such benefit. The amount of cash which is equivalent to the providing of
any such benefit shall be determined by a qualified third party jointly
selected by Company and Executive.

12. Prior Agreements. Executive represents to Company: (a) that there are no
restrictions, agreements or understandings, oral or written, to which Executive
is a party or by which Executive is bound that prevent or make unlawful
Executive's execution or performance of this Agreement; and (b) none of the
information supplied by Executive to Company or any representative of Company or
placement agency in connection with Executive's employment by Company misstated
a material fact or omitted information necessary to make the information
supplied not materially misleading.

13. No Mitigation; No Offset. In the event of any termination of Executive's
employment under this Agreement, Executive shall be under no obligation to seek
other employment, and there shall be no offset against amounts due under this
Agreement on account of any remuneration attributable to any subsequent
employment that Executive may obtain.

14. No Set-Off. Company's obligation to make the payments provided for in this
Agreement and otherwise to perform its obligations hereunder shall not be
affected by any set-off, counterclaim, recoupment, defense or other claim, right
or action which Company or any other member of the Consolidated Group may have
against Executive or others.

15. Miscellaneous.

15.1. Binding Nature of Agreement. This Agreement is personal to
Executive and without the prior written consent of Company shall not be
assignable by Executive except that the post-employment benefits may be assigned
by will or the laws of descent and distribution. This Agreement shall inure to
the benefit of and be enforceable by Executive's heirs and legal
representatives. This Agreement shall inure to the benefit of and be binding
upon Company and its successors and assigns, except that Company may not assign
its obligations under this Agreement without the written consent of Executive
except in connection with a merger, consolidation, asset sale or other
transaction involving the sale or other transfer of all or substantially all of
the business and assets of Company, but only if the successor or assignee
executes and delivers to Executive an instrument reasonably acceptable to
Executive pursuant to which the successor or assignee assumes all of Company's
obligations hereunder and further provided that Executive's acceptance of such
instrument regarding the merger, consolidation, asset sale or other transaction
shall not in any way affect Executive's rights hereunder, including, without
limitation, Executive's right to resign for Good Reason. Upon Company's
successor or assignee delivering the foregoing assumption instrument to
Executive, Company shall be relieved of its obligations hereunder except for
those accrued through the effective date of the assignment of Company's
obligations hereunder. Notwithstanding any assumption of Company's obligations
hereunder by a successor to Company's business, Company shall remain bound to
its obligations hereunder to the extent that such obligations are not performed
or discharged by such successor.

15.2. Provisions Separable. The provisions of this Agreement are
independent of and separable from each other, and no provision shall be affected
or rendered invalid or unenforceable by virtue of the fact that for any reason
any other or others of them may be invalid or unenforceable in whole or in part,
unless the absence of such invalid or unenforceable provision materially alters
the rights or obligations of either party hereto.

15.3. Entire Agreement. This Agreement (including the Background Section
hereof) contains the entire understanding among the parties hereto with respect
to the subject matter hereof, and supersedes all prior and contemporaneous
agreements and understandings, inducements or conditions, express or implied,
oral or written, except as herein contained. The express terms hereof control
and supersede any course of

D-15

performance and/or usage of the trade inconsistent with any of the terms hereof.
This Agreement may not be modified or amended other than by an agreement in
writing.

15.4. Notices. All notices, requests, consents, and other communications
required or permitted to be given under this Agreement shall be in writing and
shall be deemed to have been duly given if delivered personally, by overnight
courier such as Federal Express, or by confirmed facsimile transmission with a
hard copy deposited in first class mail the same day or the following day, as
follows (or to such other address as either party shall designate by notice in
writing to the other):

If to Company:

Technical Olympic USA, Inc.
1200 Soldiers Field Drive
Sugar Land, Texas 77479
Attn: Constantine Stengos, Chairman of the Board
Telephone Number: (281)243-0127
Facsimile Number: (281)243-0116

With a copy to:

Technical Olympic, Inc.
1200 Soldiers Field Drive
Sugar Land, Texas 77479
Attn: Holly A. Hubenak, General Counsel
Telephone Number: (281)243-0127
Facsimile Number: (281) 243-0116

Technical Olympic S.A.
20 Solomou Street
Ano Kalamaki
Athens 17456 Greece
Attn: Yannis Delikanakis
Telephone Number: (011) 30 1 996-9700
Facsimile Number: (011) 30 1 995-5586

If to the Executive:

Antonio B. Mon
621 Shrewsbury Avenue, Suite 14
Shrewsbury, NJ 07702
Telephone Number: (732)530-1910
Facsimile Number: (732)530-4776

With a copy to:

Michael S. Harrington, Esq.
Fox, Rothschild, O'Brien & Frankel, LLP
P.O. Box 673
760 Constitution Drive
Exton, PA 19341
Telephone Number: (610)458-4957
Facsimile Number: (610)458-7337

15.5. Governing Law; Forum; Legal Fees. This Agreement shall be governed
by and construed and enforced in accordance with the laws of the State of
Florida applicable to agreements made and to be performed entirely in Florida.
Any action or suit related to this Agreement shall be brought in the state or
federal courts sitting in Ft. Lauderdale, Florida. Each party hereto irrevocably
agrees to service of process by certified mail, return receipt requested to the
address of such party set forth herein. If a party initiates legal

D-16

proceedings to enforce this Agreement, the non-prevailing party in the
proceedings shall pay to the prevailing party, upon demand, all costs and
expenses, (including reasonable legal fees and costs) incurred by the prevailing
party as a result of the proceedings (i.e. "loser pays").

15.6. Decisions by Chairman of the Board. It is understood and agreed
that any action taken or decision rendered by the Chairman of the Board
hereunder shall be deemed to be duly authorized by and binding on Company,
except to the extent Executive has actual knowledge that such action or decision
by the Chairman is contrary to any action or decision of the Board. Executive
shall be entitled to rely exclusively upon the provisions of this Section 15.6
without requiring Executive to verify or investigate the authority of the
Chairman of the Board to render such decision. Except as provided above, Company
hereby waives any defenses or other remedies that may be available against
Executive to negate or disaffirm any action or decision of the Chairman of the
Board hereunder.

15.7. Headings. The article and section headings contained in this
Agreement are for reference purposes only and shall not in any way affect the
meaning or interpretation of this Agreement.

15.8. Amendment. This Agreement may be amended, modified, superseded,
canceled, renewed, or extended and the terms or covenants of this Agreement may
be waived, only by a written instrument executed by both of the parties, or in
the case of a waiver, by the party waiving compliance.

15.9. Waiver. The failure of either party at any time or times to require
performance of any provision of this Agreement shall in no manner affect the
right at a later time to enforce the same. No waiver by either party of the
breach of any term or covenant contained in this Agreement, whether by conduct
or otherwise, in any one or more instances, shall be deemed to be, or construed
as, a further or continuing waiver of any such breach, or a waiver of the breach
of any other term or covenant contained in this Agreement.

15.10. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall constitute an original and all of which taken
together shall constitute one and the same instrument.

15.11. Withholding. Company shall withhold from all payments hereunder
all taxes that Company is required by law to withhold with respect to
compensation and benefits paid or provided to Executive.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first above written.

TECHNICAL OLYMPIC, INC.

By: /s/ CONSTANTINE STENGOS
------------------------------------
Constantine Stengos,
Chairman of the Board

/s/ ANTONIO B. MON
------------------------------------
Antonio B. Mon

D-17

ATTACHMENT A

NEXTERA REPORT AND FORMS OF STOCK OPTION AND ANNUAL GRANT AGREEMENTS

[ATTACHED]

Company and Executive have agreed that Company will grant to Executive the
Sign On Stock Option, Front End Stock Option and Performance Accelerated Vesting
Stock Option (the "Options"), all as set forth in the attached grant agreements,
subject to shareholder approval of the Annual and Long-Term Incentive Plan. The
parties have further agreed that if on the Commencement Date the fair market
value per share of the Class A common stock of Company is greater than $14.87
per share, instead of a grant of the Options on that date, Company shall have a
six month period during which it can elect at any time, in its sole discretion,
to grant the Options to Executive with an exercise price at the then fair market
value per share of the stock, except that the exercise price of Tranche I of the
Front End Stock Option shall be 10% higher than the grant date fair market value
of the stock, the exercise price of Tranche II of said option shall be 10%
higher than the exercise price for Tranche I, and the exercise price of Tranche
III of said option shall be 10% higher than the exercise price for Tranche II.
In the event the fair market value of the stock exceeds $14.87 per share on the
date of such Option grants, the number of shares subject to each such grant (and
each Tranche, where applicable), as reflected in the attached grant agreement
drafts, shall be increased by the percentage that the fair market value exceeds
$14.87, e.g., if the fair market value is $17.84 on the grant date, the number
of share subject to each option shall be increased by 20%. In all events,
Company shall make such grants to Executive not later than the earlier of (i)
six months after the Commencement Date or (ii) a Change of Control.

In addition to the foregoing, the exercise prices and the number of shares
reflected in each of the attached draft Option grant agreements are premised on
the number of shares of Class A and Class B common stock of Company being 32.2
million shares on the Commencement Date and the value agreed to for Company
being $478,814,000 (120% of the book value of $399,000,000 as reflected in page
14 of the Nextera Report). To the extent the number of such shares on that date
either exceeds, or is less than, 32.2 million shares, an equitable adjustment
shall be made in the exercise prices and the number of shares subject to each of
the Options as determined by Nextera and consistent with the Nextera Report.

D-18

ATTACHMENT B

HomeEarth.com, Inc., a Delaware corporation, Investor and Advisory Board Member

University of Vermont -- Vice Chairman Scholarship Fund Committee

Christian Brothers Academy -- Trustee

Boy Scouts of America, Western Region -- Member Advisory Board (ends March 31,
2002)

California Big Brothers of America -- Honorary Trustee

D-19