1
EXHIBIT 10.2

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of
April 1, 2001, by and between CENTEX DEVELOPMENT COMPANY, L.P., a Delaware
limited partnership ("CDCLP"), and RICHARD C. DECKER ("Executive"), an
individual resident of Coppell, Texas.

RECITALS

A. Vista Properties Company (now known as Centex-Vista Properties), a
division of Centex Homes, a Nevada general partnership ("Centex-Vista"), and
Executive entered into an Employment Agreement dated as of July 26, 1996 (the
"Original Agreement").

B. Executive and David Quinn, acting on behalf of Centex-Vista and
CDCLP, executed a Memorandum dated July 31, 1998 (the "Memorandum"), to clarify
that the terms of the Original Agreement apply to all activities of Executive
performed on behalf of Centex-Vista and CDCLP. (Because CDCLP is managed by 3333
Development Corporation, a Nevada corporation, its sole general partner, the
term "CDCLP" as used in this Agreement will include both Centex Development
Company, L.P. and 3333 Development Corporation).

C. Since the signing of the Original Agreement, a number of strategic
and organizational changes have occurred within Centex-Vista, CDCLP and their
related affiliated entities. Although Executive continues to be involved in the
disposition of real estate assets owned or controlled by Centex-Vista,
Executive's duties and responsibilities now primarily relate to CDCLP and its
operations.

D. CDCLP and Executive desire to terminate the Original Agreement and
enter into this Agreement to reflect the current agreement between CDCLP and
Executive regarding the services to be rendered by Executive to CDCLP and the
compensation to be paid by CDCLP to Executive.

E. CDCLP desires to employ Executive and Executive desires to be
employed by and to serve CDCLP in the capacities and for the term and
compensation and upon and subject to the terms and conditions set forth in this
Agreement.

F. In addition to the terms of employment described in this Agreement,
Executive will be employed by Centex Service Company ("CSC"), an affiliate of
Centex-Vista, as more particularly described in a Dual Employment Agreement
dated as of January 1, 2001 (the "Dual Employment Agreement"), by and among
CDCLP, CSC and Executive.

AGREEMENT

NOW, THEREFORE, CDCLP and Executive mutually undertake and agree as
follows:

1. Employment of Executive.

A. Executive's employment with Centex-Vista commenced effective as of
July 26, 1996 (the "Original Commencement Date") and ended effective as of March
31, 2001. Executive's employment with CSC under the terms of the Dual Employment
Agreement, commenced effective January 1, 2001.

B. Effective as of April 1, 2001 (the "Commencement Date"), CDCLP
agrees to employ Executive and Executive accepts employment with CDCLP and
agrees to serve CDCLP in the capacities, for the term and compensation, and upon
and subject to the terms and conditions set forth in this Agreement.

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C. Executive's tenure with Centex Corporation ("Centex") and its
related entities (including CDCLP) (individually, a "Centex Company";
collectively, the "Centex Companies") will be measured for all purposes
(including vesting of incentive and benefit plans) from the Original
Commencement Date.

2. Duties of Executive.

A. Executive will serve as President of the Centex Commercial
Development division of 3333 Development Corporation and President of Centex
Commercial Development, LLC. In those capacities, Executive will oversee the
real estate activities of certain other Centex Companies, including
Centex-Vista, EFO Land, L.P. ("EFO"), Nomas Corp. ("Nomas"), and their
subsidiaries, and such other real estate operations as the Chief Executive
Officer of CDCLP (the "CEO") may from time to time designate. Executive will be
responsible for providing the strategic direction and directing and supervising
the day-to-day management and operation of the business.

B. Executive's employment will be subject to the direction of the CEO
and will be performed within the policies and guidelines established from time
to time by the CEO. Executive will, as the CEO may from time to time direct,
render such services of an executive and administrative character to CDCLP as
are usual and customary in the case of an executive of Centex Companies.

C. Executive agrees that, subject to Section 5.A., during and
throughout the term of this Agreement, he will devote substantially all of his
business time and efforts to the performance of his duties and responsibilities
to be performed by him under the terms of this Agreement, and that during such
time he will not undertake any activities, business or otherwise, which would
interfere with or limit, in any material respect, his responsibilities under
this Agreement. CDCLP agrees, however, that Executive may spend a portion of his
business time working on issues related to partnerships that were, at one time,
affiliated with Trammell Crow Company in which Executive had involvement prior
to the Original Commencement Date, so long as such personal activities do not
interfere with Executive's performance of his duties under this Agreement.

3. Compensation.

A. Salary. As compensation for the services rendered by Executive to
CDCLP, CDCLP will pay Executive an annual salary of $315,000 for fiscal year
2002. The salary will be payable in accordance with the payroll policies of
CDCLP or as may otherwise be mutually agreed upon. The salary will be prorated
as to any period of service that is less than a full fiscal year. By
determination of the CEO, CDCLP may, in subsequent fiscal years and in its sole
and absolute discretion, increase the Executive's annual salary.

B. Expense Reimbursement. In addition to such salary, Executive will be
reimbursed for all actual, normal out-of-pocket expenses incurred by him in
connection with his duties under this Agreement.

C. Fringe Benefits. CDCLP will provide to Executive, during his
employment under this Agreement, all so-called "fringe benefits", including, but
not limited to, health and dental insurance, disability insurance, profit
sharing plan, supplemental executive retirement plan, salary continuation plan,
life insurance, and the like, that are currently granted to or provided for
executives of companies that are related to Centex in similar capacities or that
may be granted to or provided for such executives during the term of Executive's
employment under this Agreement. In addition, Executive will be entitled to a
$700 per month car allowance and the opportunity to join a luncheon club at
CDCLP expense. Fringe benefits are at all times subject to revision by CDCLP, in
its sole and absolute discretion.

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D. Bonus. Within 45 days after the end of each fiscal year (the fiscal
year ends on March 31) during the term of this Agreement, CDCLP will pay to
Executive an annual bonus payment (the "Annual Bonus") in the amount determined
in accordance with Exhibit 1--Part 1, which is attached to this Agreement and
incorporated herein by reference. The Annual Bonus will be prorated as to any
period of service that is less than a full fiscal year.

E. Stock Options.

(1) On the Original Commencement Date, subject to the terms of
the Original Agreement, Executive was granted employee stock options to purchase
35,000 shares of common stock of Centex ("Centex Common Stock") at an exercise
price equal to the market value of Centex Common Stock on the close of business
on the Original Commencement Date, with a vesting period of 20% per year
beginning on the second anniversary of the date of grant.

(2) Within 60 days after the end of each fiscal year during
the term of this Agreement, beginning with the fiscal year ending March 31,
1997, Executive may also be granted stock options to purchase Centex Common
Stock subject to and in accordance with the terms and conditions of an Executive
Option Grant Agreement executed by Executive and Centex under the terms of the
Original Agreement.

4. Term and Termination.

A. Executive's employment with CDCLP will begin on the Commencement
Date and will continue until terminated in accordance with Section 4.B.

B. Executive's employment by CDCLP may be terminated in the following
ways:

(1) Resignation. Executive may resign at any time for any
reason. The effective date of the resignation will be not less than 30 days from
the date of Executive's written resignation.

(2) Resignation for CDCLP's Breach. Executive may resign if
CDCLP commits a material breach of the terms and conditions of this Agreement
and fails to cure the breach prior to the expiration of 20 days after the
delivery to CDCLP of written notice from Executive setting forth the nature and
extent of such breach. Executive may seek to recover damages for CDCLP's breach
through an action at law or in equity.

(3) Termination Without Cause. CDCLP may terminate Executive's
employment with CDCLP for any reason or no reason at all, with or without cause.
The effective date of this termination will be 30 days from the date of notice
of termination.

(4) Termination for Executive's Breach. CDCLP may terminate
Executive's employment with CDCLP if Executive commits a material breach of the
terms and conditions of this Agreement and fails to cure the breach prior to the
expiration of 20 days after the delivery to Executive of written notice from
CDCLP setting forth the nature and extent of such breach. CDCLP may seek to
recover damages for Executive's breach through an action at law or in equity.

(5) Termination for Bad Acts. CDCLP may terminate Executive's
employment with CDCLP immediately, and without advance notice, if Executive
commits acts of theft, embezzlement, fraud, dishonesty or acts involving moral
turpitude. CDCLP may seek to recover damages for Executive's actions through an
action at law or in equity.

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(6) Termination Due to Death of Executive. Executive's
employment with CDCLP will terminate immediately and automatically upon
Executive's death.

The failure by CDCLP to terminate Executive's employment or Executive to resign
with respect to any one or more of the matters referred to in this Section 4.B.
above will not be taken or held to be a waiver by CDCLP of its right to
terminate Executive's employment or Executive to resign based on that matter or
any subsequent matter.

C. CDCLP will have different compensation obligations to Executive
under the different scenarios by which Executive's employment is terminated:

(1) If Executive resigns, as described in Section 4.B.(1) or
(2) above, then CDCLP will be obligated to pay to Executive the following: (i)
all salary accrued through the effective date of the resignation; (ii)
reimbursement for all expenses incurred by Executive through the effective date
of the resignation; (iii) within 45 days after the end of the fiscal year, any
Annual Bonus accrued through the effective date of the resignation; and (iv) the
Post-Employment Bonus (described in Section 4.D.).

(2) If CDCLP terminates Executive's employment under Sections
4.B.(3) or (4) above, then CDCLP will be obligated to pay to Executive the
following: (i) all salary accrued through the effective date of the termination;
(ii) a lump sum payment equal to the annual salary in effect on the effective
date of the termination, as described in Section 3.A. above; (iii) reimbursement
for all expenses incurred by Executive through the effective date of the
termination; (iv) within 45 days after the end of the fiscal year, any Annual
Bonus accrued through the effective date of termination; and (v) the
Post-Employment Bonus.

(3) If CDCLP terminates Executive's employment under Section
4.B.(5) above, CDCLP will pay to Executive only the following: (i) within 10
days of the effective date of the termination, all salary accrued through the
effective date of the termination; (ii) within 10 days of the effective date of
the termination, reimbursement for all expenses incurred by Executive through
the effective date of the termination; and (iii) within 45 days after the end of
the fiscal year, any Annual Bonus accrued through the effective date of the
termination. CDCLP will be entitled to reduce the amounts to be paid to
Executive by the liquidated amounts owing to CDCLP by Executive for acts of
theft, embezzlement, fraud or dishonesty.

(4) If Executive's employment terminates due to Executive's
death, as described in Section 4.B.(6), all obligations of CDCLP under this
Agreement will terminate, except that CDCLP will pay to the heirs of Executive
the following: (i) all salary accrued through the effective date of the
termination; (ii) reimbursement for all expenses incurred by Executive through
the effective date of the termination; (iii) any Annual Bonus accrued through
the effective date of termination; and (iv) the Post-Employment Bonus, as if
Executive had resigned immediately prior to his death.

Under any termination, resignation or non-renewal scenario, the amounts
described in this Section 4.C. will constitute the entire compensation to
Executive. After the date of termination, resignation or expiration of the
employment term, CDCLP will not be obligated to compensate Executive under
Sections 3.A., B., C., D. or E. with respect to periods of time after the date
of termination, resignation or expiration of the employment term. Any
obligations of CDCLP set forth in any other agreement or plan (e.g., any stock
option agreement, profit sharing plan, supplemental executive retirement plan,
salary continuation plan, etc.) will not be affected by the terms of this
Section 4.C., but rather will continue to the extent that the terms of such
other agreements and plans provide for continuation of such agreements or plans
following termination or expiration of employment.

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D. In the circumstances specifically stated in Section 4.C. above,
CDCLP will pay to Executive the a lump sum payment or ongoing payments (the
"Post-Employment Bonus") determined in the manner set forth in Exhibit 1--Part
2.

5. Confidentiality and Non-Competition.

A. Executive recognizes and acknowledges that the relationship created
between Executive and CDCLP is one of trust, and Executive agrees that during
the period of time commencing with the Commencement Date and ending on the
earlier of the death of Executive or 1 year after the cessation of Executive's
employment with CDCLP or any other Centex Companies for any reason other than a
default under this Agreement by CDCLP, Executive will not directly or indirectly
(including, without limitation, as an advisor, principal, partner, stockholder,
consultant, officer, director, employee or otherwise), through one or more
intermediaries, corporate or otherwise, individually or in concert with others,
be or become interested in, connected with, or engaged in any business which is
competitive with any business in which CDCLP (or any of its subsidiaries)
engages during the term of this Agreement. The prohibition of this Section 5.A.
will extend to the product type (which will be the product relating to the
business of CDCLP) in any geographic area in which CDCLP or any other Centex
Companies are conducting or engaging in any business at the time Executive's
employment is terminated. Notwithstanding the prohibition contained in this
Section 5.A., Executive will be entitled to make passive investments (i) in any
such competitive enterprise if Executive's investment constitutes less than 1%
of the equity ownership of such enterprise and (ii) in any real estate matter or
transaction so long as such investment does not compete with the business of
CDCLP or any other Centex Companies. Additionally, notwithstanding the foregoing
prohibition contained in this Section 5.A., upon cessation of Executive's
employment with CDCLP or any other Centex Companies, Executive will be entitled
to operate a small real estate development company of the size and nature that
he operated before he entered into the Original Agreement.

B. Executive further agrees that during the term of this Agreement and
for a period of 2 years after the cessation of Executive's employment with CDCLP
or any other Centex Companies for any reason, Executive will not, without the
prior written consent of CDCLP, directly or indirectly, solicit or otherwise
induce any of the employees of CDCLP or any other Centex Companies to leave the
employment of CDCLP or any other Centex Companies. Executive further agrees that
during the term of this Agreement and for a period of 2 years after the
cessation of Executive's employment with CDCLP or any other Centex Companies for
any reason, Executive will not, without the prior written consent of CDCLP,
directly or indirectly, hire or employ any employees of CDCLP or any other
Centex Companies.

C. Executive acknowledges and agrees that the names of the customers of
CDCLP, the methods of operation of CDCLP, sales, marketing, and other trade
secrets, as they may exist from time to time, are valuable, special, and unique
assets of CDCLP. Executive will not, during and after the term of his employment
under this Agreement, disclose any such names or trade secrets, or any part of
such names or trade secrets, that Executive becomes aware of during his
employment under this Agreement, to any person, firm, corporation, association
or other entity.

D. Executive recognizes and acknowledges that CDCLP will suffer
irreparable harm if Executive violates any of the terms or provisions of this
Section 5. Accordingly, Executive agrees that CDCLP will be entitled to an
injunction restraining Executive from violating this Section 5, which relief
will be in addition to, and not in lieu of, CDCLP's right to seek all other
remedies which CDCLP may have at law and in equity.

E. Executive and CDCLP agree that if the non-competition covenants
contained in this Agreement should be held by any court or other constituted
legal authority to be void or unenforceable in any particular area or
jurisdiction, then the parties to this Agreement will consider this Agreement to
be amended

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and modified so as to eliminate the particular area or jurisdiction as to which
the non-competition covenants are held to be void or otherwise unenforceable,
and as to all other areas and jurisdictions covered by this Agreement, the terms
and provisions of this Agreement will remain in full force and effect as
originally written.

F. Executive and CDCLP further agree that if the non-competition
covenants contained in this Agreement should be held by any court or other
constituted legal authority to be effective in any particular area or
jurisdiction only if said covenants are modified to limit their duration or
scope, then the parties to this Agreement will consider such non-competition
covenants to be amended and modified with respect to that particular area or
jurisdiction so as to comply with the order of any court or other constituted
legal authority, and as to all other political subdivisions of the United
States, the non-competition covenants contained in this Agreement will remain in
full force and effect as originally written.

G. Executive and CDCLP agree that the covenants set forth in this
Agreement are appropriate and reasonable when considered in light of the nature
and extent of the Business conducted by CDCLP. Executive acknowledges that CDCLP
has a legitimate interest in protecting its business, the restrictive covenants
set forth above are not oppressive to Executive, and are reasonable in
limitations as to time, scope, geographical area and activity, the restrictive
covenants do not harm in any manner whatsoever the public interest and Executive
has received substantial consideration for agreeing to the non-compete and
non-solicitation covenants.

6. Miscellaneous.

A. This Agreement will be governed by, and construed and interpreted in
accordance with, the substantive laws of the State of Texas without giving
effect to any conflict-of-laws rule or principle that would result in the
application of the laws of another jurisdiction.

B. All covenants and agreements set forth in this Agreement by or on
behalf of either party will bind its or his successors and assigns, and all
covenants and agreements set forth in this Agreement by or on behalf of either
party will inure to the benefit of and be enforceable by the other party and its
or his heirs, devisees, personal representatives, successors and assigns.
Executive may not assign any rights or delegate any duties under this Agreement
without the prior written consent of CDCLP and any assignment of rights or
delegation of duties without CDCLP's prior written consent will be of no force
or effect, and will constitute a default under this Agreement. Executive
acknowledges that CDCLP may, at any time, delegate any or all of its obligations
under this Agreement or assign any or all of its interest under this Agreement
to another Centex Company provided that such delegation or assignment is
approved by Executive, whose approval will not be unreasonably withheld,
conditioned or delayed. Following said delegation or assignment this Agreement
will remain fully enforceable against Executive.

C. Effective as of April 1, 2001, this Agreement supersedes and
replaces, in their entirety, the Original Agreement and the Memorandum. This
Agreement expresses the entire agreement between Executive and CDCLP with
reference to the subject matter of this Agreement and supersedes all prior
written or oral and all contemporaneous oral discussions, arrangements,
negotiations, and agreements with respect to the subject matter of this
Agreement. No waiver, modification, or amendment of this Agreement or of any
covenant, condition or limitation in this Agreement will be valid, unless it is
in a written document signed by the party most detrimentally affected by the
waiver or modification. The parties further agree that the provisions of this
paragraph may not be waived except as in the manner described in this paragraph.

D. Any notice or other communication required, permitted, or
contemplated by this Agreement must be in writing, and delivered to the other
party (i) in person, (ii) by facsimile transmission (with the original following
in the United States mail), (iii) by overnight delivery service (including
Federal Express),

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or (iv) by certified mail, return receipt requested. If such notice is given in
person or via facsimile transmission, such notice will be deemed given when
received or transmitted. If such notice is given by overnight delivery service
(including Federal Express), such notice is deemed received the business day
following delivery to the delivery service of such notice. If such notice is
given by certified mail, such notice will be deemed received 3 business days
after a certified letter containing such notice, properly addressed with postage
prepaid, is deposited in the United States mail. Notice must go to the parties
at the following addresses:

<Table>

If to CDCLP: with a copy to:

Centex Development Company, L.P. Centex Development Company, L.P.
2728 North Harwood 2728 North Harwood
Dallas, Texas 75201 Dallas, Texas 75201
Attn: Stephen M. Weinberg, Attn: Joel S. Reed,
President and Chief Executive Officer General Counsel
Phone: (214) 981-6700 Phone: (214) 981-6997
Fax: (214) 981-6909 Fax: (214) 981-6180

If to Executive:

Richard C. Decker
Centex Development Company, L.P.
2728 North Harwood
Dallas, Texas 75201
Phone: (214) 981-6712
Fax: (214) 981-6909
</Table>

Any party may change its address, facsimile number or telephone number for the
purpose of this paragraph by giving written notice of such change to each of the
other parties in the manner described in this Agreement. To be effective, such
notice of change must expressly state that it is given for the purpose of
changing the notice provisions of this Agreement.

E. In the event that attorneys' fees or other costs and expenses are
incurred to secure performance of any of the obligations described in this
Agreement, or to establish damages for the breach or default under this
Agreement or to obtain any other appropriate relief, whether by way of
prosecution or defense, the prevailing party (which will be the party who
receives the substance of the relief sought) will be entitled to recover
reasonable attorneys' fees and costs incurred in such action.

IN WITNESS WHEREOF, the parties to this Agreement have executed and
delivered this Agreement in Dallas, Texas as of the day and year first above
written.

<Table>

EXECUTIVE: CDCLP:

CENTEX DEVELOPMENT COMPANY, L.P.,
a Delaware limited partnership

/s/ RICHARD C. DECKER By: 3333 Development Corporation,
- --------------------------- a Nevada corporation
Richard C. Decker

By: /s/ STEPHEN M. WEINBERG
-----------------------------------------
Stephen M. Weinberg
President and Chief Executive Officer
</Table>

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By signing below, Centex-Vista Properties, a division of Centex Homes, assumes
the obligation to pay to Executive any sums due from CDCLP under this Agreement
that are not paid by CDCLP. Other than the obligation set forth in this
paragraph, Centex-Vista Properties is not a party to this Agreement.

CENTEX-VISTA PROPERTIES,
a division of Centex Homes

By: /s/ STEPHEN M. WEINBERG
--------------------------------
Stephen M. Weinberg
Chairman

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Exhibit 1

Bonus Calculation

Part 1--Annual Bonus

A. The Annual Bonus to be paid to Executive pursuant to Section 3.D. of
the Agreement is an amount equal to the following:

1. 6% of the Operating Earnings generated by CCD Operations from
the Existing Projects; plus

2. 5% of the Operating Earnings generated by CCD Operations from
the New Projects.

B. For purposes of calculating the bonus to be paid to Executive, the
following defined terms apply:

1. "Operating Earnings" means the "consolidated operating
earnings (pre-tax)" generated by CCD Operations, as shown in
the financial statements of CDCLP and of Centex for the
applicable fiscal year, adjusted downward by a Cash Charge or
upward by a Cash Credit, as appropriate. "Operating Earnings"
includes any Deferred Earnings Realized (as defined below).

2. "CCD Operations" means the activities (including land
acquisition, financing, development, leasing, operation and/or
sale) of the following companies and partnerships (and their
subsidiary entities, whether owned in whole or in part):

(a) The "Commercial Development" business segment of
CDCLP, including Centex Commercial Development, L.P.
(collectively referred to as "CCD")

(b) Centex-Vista, including EFO and Nomas projects
described on Exhibit 2

(c) Any other entities that may be formed or acquired for
purposes of the CCD business segment's commercial
real estate activities

3. "Deferred Earnings" means the difference between the value at
which land is transferred from Centex-Vista to CDCLP and the
basis at which the land is carried on the books of
Centex-Vista.

4. "Deferred Earnings Realized" means the Deferred Earnings
realized by Centex-Vista when the land transferred by
Centex-Vista to CDCLP is transferred to a third party not
related to Centex.

5. "Existing Projects" means the real estate projects listed on
Exhibit 2 attached to this Agreement.

6. "New Projects" means the real estate projects now or hereafter
owned by CDCLP or any other Centex Companies that are
acquired, developed or sold by or under the direction of CCD
during Executive's employment with CDCLP. "New Projects"
includes any land owned by CDCLP, Centex-Vista, EFO or Nomas
that has not been developed as an operating project as of
March 31, 2001. "New Projects" specifically excludes any
Existing Projects.

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7. "Cash Charge" or "Cash Credit", for a particular Measuring
Period, means the following amount:

<Table>

Days in
Cost of Average CCD Measuring Liquidity
( Funds x Cash Position x Period ) + Adjustment
-------
365
</Table>

A positive number generated by this formula is a Cash Charge
and a negative number is a Cash Credit. The Cash Charge or
Cash Credit will be determined for each Measuring Period
during a fiscal year and then added together for purposes of
calculating Operating Earnings.

8. "Cost of Funds" means the prime rate of interest quoted to
CDCLP by its primary banking institution (which, on April 1,
2001, is Bank of America) on the first day of the Measuring
Period, plus the prime rate of interest quoted on the last day
of the Measuring Period, divided by two.

9. "Average CCD Cash Position " means the CCD Cash Position on
the first day of the Measuring Period, plus the CCD Cash
Position on the last day of the Measuring Period, divided by
two.

10. "CCD Cash Position" means, at any point in time, the
following:

(a) The fair market value of land transferred by
Centex-Vista, EFO or Nomas to CDCLP (or its
subsidiaries) after March 31, 2001, for development
or sale by CCD, reduced by any debt assumed by CDCLP
(the value of land owned by Centex-Vista, EFO or
Nomas will not be included in the CCD Cash Position
while such land remains undeveloped or owned by
Centex-Vista, EFO or Nomas, as the case may be); plus

(b) Any cash funded by CDCLP (or its subsidiaries) or CCD
to acquire land after March 31, 2001, for development
or sale by CCD; plus

(d) The net cash proceeds generated by the sale, after
March 31, 2001, of "nominally-valued" assets owned by
Centex-Vista or EFO, after deducting (i) the
"nominal" basis at which such assets are booked by
Centex, and (ii) the closing costs associated with
the sale; minus

(e) The net cash proceeds generated by the sale, after
March 31, 2001, of any other CCD properties (other
than those described in clause (d) above), after
deducting (i) loan repayment obligations, (ii)
distributions to partners, and (iii) the closing
costs associated with the sale; minus

(f) Any other cash revenues (e.g. rent, management fees)
generated by CCD Operations; minus

(g) Deferred Earnings Realized.

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11. "Measuring Period" means the period of time beginning on the
first day of a fiscal quarter and ending on the last day of
that same fiscal quarter. At the election of CDCLP, the
Measuring Period may be reduced or lengthened.

12. "Liquidity Adjustment", for a particular Measuring Period,
means the following:

<Table>

Liquidity
Cost of Funds x Liquidity x Maintenance Period
------------------
Requirement 365
</Table>

The "Liquidity Requirement" means the maximum liquidity
requirement imposed by any of CCD's lenders. The "Liquidity
Maintenance Period" means the number of days that CDCLP is
required to maintain the Liquidity Requirement. The Liquidity
Maintenance Period will be deemed to be 5 days, unless
Executive and CDCLP enter into an agreement to the contrary.

Part 2--Post-Employment Bonus

A. The Post-Employment Bonus to be paid to Executive pursuant to Section
4.D. of this Agreement will be either:

1. the Lump-Sum Bonus Payment, which will be paid in a lump sum
on the effective date of termination of Executive's
employment, or

2. the Continuing Bonus Payment, which will be paid on an
on-going basis after the effective date of termination of
Executive's employment.

CDCLP will have the right to choose whether to make a Lump-Sum Bonus
Payment or Continuing Bonus Payments.

B. In addition to the defined terms set forth in Part 1 above, for
purposes of calculating the Post-Employment Bonus to be paid to
Executive, the following additional defined terms apply:

1. "Lump-Sum Bonus Payment" means an amount equal to the sum of
Lump-Sum Bonus Payment (Existing Projects) and Lump-Sum Bonus
Payment (New Projects).

2. "Continuing Bonus Payment" means an amount equal to the sum of
the Continuing Bonus Payment (Existing Projects) and the
Continuing Bonus Payment (New Projects). For the fiscal year
in which Executive is terminated, the Continuing Bonus Payment
will be prorated from the effective date of the termination
through the end of the fiscal year.

3. "Lump-Sum Bonus Payment (Existing Projects)" is equal to 6% of
the sum of:

(a) the difference between:

(i) the Aggregate Fair Market Value of all of
the Existing Projects, and

(ii) the cost book basis of CDCLP or Centex, as
the case may be, in all of such Existing
Projects; plus

(b) the Deferred Earnings relating to Existing Projects.

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4. "Lump-Sum Bonus Payment (New Projects)" is equal to 5% of the
sum of:

(a) the difference between:

(i) the Aggregate Fair Market Value of all of
the New Projects that are completed or are
Substantially Complete as operating real
estate properties as of the effective date
of termination of Executive's employment,
and

(ii) the cost book basis of CDCLP or Centex, as
the case may be, in all of such Existing
Projects; plus

(b) the Deferred Earnings relating to New Projects.

5. "Aggregate Fair Market Value" means the total fair market
value of the Existing Projects or the New Projects, as
mutually agreed upon by CDCLP and Executive at the time of
termination of Executive's employment. If CDCLP and Executive
are unable to each an agreement, the Aggregate Fair Market
Value will be determined by an appraiser mutually acceptable
to CDCLP and Executive.

6. "Substantially Complete" means the following:

(a) If Executive resigns his employment (as described in
Section 4.B.(1) or (2)), "Substantially Complete"
means that a certificate of occupancy (or its
equivalent in the particular jurisdiction) has been
issued for the shell of the building.

(b) If CDCLP terminates Executive's employment (as
described in Section 4.B.(3), (4) or (5)) or
Executive dies (as described in Section 4.B.(6)),
"Substantially Complete" means that a financial
package for the proposed project has been approved by
the Board of Directors of 3333 Development
Corporation.

7. "Continuing Bonus Payment (Existing Projects)" is equal to 6%
of the sum of:

(a) the book gain earned by CDCLP or Centex on the sale
of Existing Projects, as such Existing Projects are
sold; plus

(b) at the end of each fiscal year, any Operating
Earnings (as defined in Part 1, above) generated by
any Existing Projects that have not been sold.

8. "Continuing Bonus Payment (New Projects)" is equal to 5% of
the sum of:

(a) the book gain earned by CDCLP or Centex on the sale
of New Projects, as such New Projects are sold; plus

(b) at the end of each fiscal year, any Operating
Earnings generated by any New Projects that have not
been sold.

9. Adjustments to Operating Earnings. For purposes of calculating
the Continuing Bonus Payment, Operating Earnings will be
determined in the same manner as such Operating Earnings are
determined for purposes of the Annual Bonus, with the
following adjustments:

(a) The CCD Cash Position will be reduced by the fair
market value of any undeveloped land held by or on
behalf of CCD on the effective date of termination of
Executive's

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employment, with the result that Executive will not
bear any Cash Charge for the value of the undeveloped
land. The earnings from the later development or sale
of such undeveloped land will not be included in
Operating Earnings.

(b) After the effective date of termination of
Executive's employment, the CCD Cash Position will
only be affected by cash funded to operate the
Existing Projects and New Projects and by cash
proceeds generated from the operation or sale of the
Existing Projects and New Projects.

(c) After the effective date of termination of
Executive's employment, the charge for overhead that
is assessed against Operating Earnings attributable
to the Existing Projects and New Projects will be
modified to reflect the fact that Executive will not
be participating in any new development projects.
Executive will be assessed a proportionate portion of
50% of the total overhead of CCD Operations, such
proportionate share to be the ratio of the Operating
Earnings generated by the projects in which Executive
participates in earnings (that is, the Existing
Projects and the New Projects) to the total Operating
Earnings generated by all operating projects that are
included in CCD Operations.

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Exhibit 2

Existing Projects

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