AGREEMENT, made as of this 1st day of December, 1997, by and between CONTINENTAL HOMES
HOLDING CORP., a Delaware corporation (the "Company"), and W. THOMAS HICKCOX (the
W I T N E S S E T H:
WHEREAS, the Board of Directors of the Company has approved the employment of the Employee on the
terms and conditions set forth in this Agreement; and
WHEREAS, the Employee is willing, for the consideration provided, to continue in the employment of the
Company on the terms and conditions set forth in this Agreement;
NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:
1. Employment. The Company hereby agrees to continue to employ the Employee, and the Employee hereby
accepts such continued employment, upon the terms and conditions set forth in this Agreement.
2. Term. The term (the "Term") of the Employee's employment under this Agreement shall be the period
commencing on December 1, 1997 and shall continue until November 30, 1999, unless sooner terminated by
termination of the Employee's employment pursuant to Section 5, 6 or 7.
3. Position and Duties. During the Term, the Employee shall serve as President, Chief Executive Officer and
Chief Operating Officer of the Company, and shall have such responsibilities and authority as commensurate with
such office and as may from time to time be prescribed by or pursuant to the Company's By-laws. The Employee
shall devote substantially all of his working time and efforts to the business and affairs of the Company.
4. Compensation. During the Term, the Company shall provide the Employee with the following compensation
and other benefits:
(a) Base Salary. The Company shall pay to the Employee base salary at the initial rate of $300,000 per annum,
which shall be payable in accordance with the standard payroll practices of the Company. Such base salary rate
shall be reviewed annually in accordance with the Company's normal policies beginning in calendar year 1998;