CENTEX DEVELOPMENT CO LP
ASSET PURCHASE AGREEMENT DATED MARCH 31, 2001
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>7
<FILENAME>d88153ex10-8.txt
<DESCRIPTION>ASSET PURCHASE AGREEMENT DATED MARCH 31, 2001
<TEXT>

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                                                        PARTNERSHIP EXHIBIT 10.8

                            Asset Purchase Agreement


         This Asset Purchase Agreement (the "APA") is entered into as of the
30th day of March, 2001, between Centex Development Company, L.P., a Delaware
limited partnership ("Seller") and Calton Homes, Inc., a New Jersey corporation
("Buyer").

                                   Background

A.       Seller is currently employing a portion of its assets to operate a
         homebuilding business in the state of New Jersey operated under the
         name of "Centex Homes" ("Seller's HB").

B.       Buyer currently operates a homebuilding business in the state of New
         Jersey.

C.       Buyer desires to purchase the assets which Seller utilizes to operate
         Seller's HB and Seller desires to sell such assets to Buyer all in
         accordance with the terms of this APA.

                                    Agreement

1.       The Assets. Buyer shall acquire all of the assets, both real and
         personal property, currently used by Seller to operate Seller's HB (the
         "Assets"). The Assets are comprised generally of those assets described
         on the preliminary balance sheet, together with supporting schedules,
         attached to this APA as Exhibit A. The Assets include the following:

         1.1      Real Property. The real property (the "Real Property") which
                  is owned or leased and used by Seller in the operation of
                  Seller's HB which consists of (a) platted single family
                  building lots, which platted lots include completed model
                  homes, houses under construction, completed spec homes, and
                  unimproved lots, (b) parcels of land, (c) all work in process
                  or other improvements to the platted lots and parcels of land,
                  (d) any real estate which is leased, licensed, or used by
                  Seller for office trailers or space, and (e) all rights and
                  appurtenances pertaining to the lots and land including
                  easements, development rights, permits and other entitlements.

                  1.1.1    Seller owns a parcel of land known as the "O & I
                           Land". For the purposes of this APA, the O & I Land
                           shall not be considered part of the Real Property
                           (and therefore not part of the Assets) and any
                           existing book value for the O & I Land shall not be
                           included in the calculation of the net book value of
                           the Assets.

         1.2      Personal Property. The personal property (the "Personal
                  Property") which is owned and used by Seller in the operation
                  of Seller's HB which consists of:

                  (a)      furniture, fixtures, equipment, machinery, trailers,
                           building materials

                  (b)      cash on hand; bank and escrow accounts; accounts
                           receivable; refundable deposits; prepaid expenses;
                           development and impact fee credits, offsets or





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                           refunds; earnest money or other deposits, prepayments
                           or credits pursuant to land purchase or sale
                           contracts (including home sale contracts)

                  (c)      site plans, development plans, engineering plans and
                           reports, property studies, home plans, floor plans
                           and specifications, landscape plans, other
                           architectural plans and specifications, and all other
                           plans, diagrams, studies or similar property related
                           to the Real Property or the operation of Seller's HB

                  (d)      building permits, development permits and approvals,
                           other governmental or quasi governmental permits and
                           approvals, and all other similar permits and
                           approvals related to the Real Property or the
                           operation of Seller's HB

                  (e)      contracts with land sellers, land buyers, home
                           buyers, vendors, subcontractors, material suppliers,
                           leases, and other similar written or oral contracts
                           related to the Real Property, any items of Personal
                           Property or the operation of Seller's HB (subject to
                           the provisions of Section 9)

                  (f)      all other claims, rights of action, or other tangible
                           or intangible property related to the Real Property,
                           any item of Personal Property, or the operation of
                           Seller's HB

2.       Final Balance Sheet. Attached as Exhibit A is a projection of the
         balance sheet for Seller's HB as of March 31, 2001 (the "Preliminary
         Balance Sheet"). As soon after Closing as the appropriate accounting
         information is available, Seller shall update the Preliminary Balance
         Sheet to create a final balance sheet, in accordance with generally
         accepted accounting principles, reflecting a true, complete and
         accurate reflection of the Assets and Seller's HB as March 31, 2001
         (the "Final Balance Sheet").

3.       Closing. The settlement of the conveyance of the Assets ("the Closing")
         shall occur on March 31, 2001 (the "Closing Date").

4.       Purchase Price. Buyer shall make the following payments to Seller, and
         assume the following obligations of Seller, as the consideration for
         the purchase of the Assets:

         4.1      Net Book Value. The cash amount due Seller for the Assets
                  shall be equal to the net book value of the Assets as
                  reflected by the Final Balance Sheet. At Closing, Buyer shall
                  pay Seller the cash amount equal to the net book value of the
                  Assets as reflected by the Preliminary Balance Sheet. When the
                  Final Balance Sheet has been established, a post Closing
                  payment shall be made from one party to the other as may be
                  necessary to reflect a total cash amount paid to Seller on the
                  basis of the Final Balance Sheet.

         4.2      Trade and Accounts Payable. Buyer shall assume all of the
                  trade and accounts payable related to the Assets and the
                  operation of Seller's HB.




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         4.3      Warranty Service. Buyer shall assume the obligation to perform
                  the warranty service for houses delivered by Seller to
                  consumer home buyers as part of the operation of Seller's HB
                  prior to the Closing Date.

5.       Conveyance of Real Property.

         5.1      General Warranty Deed. At Closing or as soon as practicable
                  after Closing, Seller shall convey the Real Property to Buyer
                  by general warranty deed, free of any and all monetary liens
                  and encumbrances, and subject only to the following:

                  (a)      All of those items which were listed as exceptions by
                           the title policies obtained by Seller when Seller
                           acquired the Real Property.

                  (b)      Any easements, development agreements, restrictions
                           or other similar title restrictions or exceptions
                           imposed upon the Real Property by Seller during its
                           period of ownership.

         5.2      Tax and Closing Cost Allocation. Buyer shall pay the cost for
                  preparation of the deeds, recording the deeds, the revenue
                  stamps or other conveyance taxes due in conjunction with
                  recording the deeds and the cost of any documents or
                  affidavits necessary to convey title as required by this APA.
                  Real estate taxes applicable to the Real Property shall be
                  apportioned between the parties based on the periods of
                  ownership. Seller shall bear the cost of all such real estate
                  taxes for the period of time prior to the Closing and Buyer
                  shall bear the cost of the real estate taxes applicable to the
                  period subsequent to Closing. Real estate taxes will not be
                  apportioned, charged or credited at Closing but will be
                  apportioned between the parties when such taxes are actually
                  due and payable to the governmental authority. If any such
                  taxes have been already paid for periods subsequent to
                  Closing, then a post Closing adjustment shall be made when the
                  appropriate documentation is available to determine the actual
                  tax amount applicable to the appropriate ownership period for
                  each of the various properties.

6.       Conveyance of Personal Property. At Closing or subsequent thereto upon
         the request of Buyer, Seller shall execute and deliver to Buyer such
         bills of sale, titles, affidavits, certifications, assignments, or
         other similar ownership or conveyance documents as may be reasonably
         necessary to convey or evidence conveyance of the title of the Assets
         to Buyer. The Personal Property shall be conveyed to Buyer free of any
         and all monetary liens or encumbrances other than the trade and
         accounts payable reflected by the Final Balance Sheet.

7.       Cooperation. Subsequent to Closing each party shall cooperate with the
         other, and take such actions and sign such documents as may be
         reasonably necessary to effectuate the intent of this APA.

8.       Indemnification.

         8.1      Indemnification By Seller. Seller shall defend at its cost,
                  indemnify and hold harmless Buyer, its affiliated entities and
                  their respective partners, shareholders,





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                  directors, officers, employees and representatives from any
                  all liabilities, obligations and claims (including third party
                  claims), contingencies, damages, losses, fines, penalties,
                  interest, cost and expenses (including all court costs and
                  reasonable attorneys' fees) which Buyer may suffer or incur as
                  a result of or relating to (a) the breach of this APA by
                  Seller or (b) any transaction, activity, liability or
                  obligation of Seller (other than trade and account payables
                  and the warranty service obligations set forth in Section 4.3)
                  that occurs or arises out of actions or events occurring prior
                  to the Closing Date.

         8.2      Indemnification By Buyer. Buyer shall defend at its cost,
                  indemnify and hold harmless Seller, Seller's affiliated
                  entities and their respective partners, shareholders,
                  directors, officers, employees, agents and representatives
                  from any and all liabilities, obligations, claims (including
                  third party claims), contingencies, damages, losses, fines,
                  penalties, interest, cost and expenses (including all court
                  costs and reasonable attorneys' fees) that Seller may suffer
                  or incur as a result of or relating to (a) the breach of this
                  APA by Buyer or (b) any transaction, activity, liability or
                  obligation of Buyer after the Closing Date.

9.       Archdiocese Contract. Seller is the contract purchaser of 20 lots (the
         "Freehold Property") pursuant to that particular contract entered into
         between Seller, as the purchaser, and The Diocese of Trenton ("Owner")
         as the seller (the "Archdiocese Contract"). Seller has been in the
         process of attempting to obtain entitlement for the Freehold Property,
         as satisfaction of a condition precedent, before Seller closes its
         acquisition of such property. The Archdiocese Contract contains a
         provision which may prohibit assignment of the Archdiocese Contract by
         Seller without the consent of Owner. Buyer will seek the Owner's
         consent for assignment of the Archdiocese Contract to Buyer. If the
         consent is given Seller will promptly assign the Archdiocese Contract
         to Buyer. If Owner does not consent to an assignment of the Archdiocese
         Contract to Buyer, or if in Buyer's opinion Owner will contest any such
         attempted assignment or performance of the Archdiocese Contract by
         Buyer, then Seller shall appoint certain employees of Buyer to act as
         the authorized representative of Seller to obtain entitlement for the
         Freehold Property and otherwise satisfy the conditions precedent so
         that Seller would close its acquisition of the Freehold Property. Buyer
         shall bear any and all cost of pursuing such entitlement or
         satisfaction of conditions. Upon satisfaction of all conditions, Buyer
         may direct Seller to close the acquisition of the Freehold Property and
         Seller shall then immediately convey the Freehold Property to Buyer,
         and Buyer shall not owe any other payment or purchase price to Seller
         for the conveyance of the Freehold Property. Seller shall not take any
         action with regard to the Archdiocese Contract without the prior
         written approval of Buyer, which may be granted or withheld at the sole
         discretion of Buyer.

10.      General Provisions.

         10.1     Survival and Successors. This APA and all of the covenants,
                  terms, and provisions set forth in this APA shall survive the
                  Closing and thereafter be fully effective and enforceable, and
                  shall bind and inure to the benefit of each party and their
                  respective successors and assigns.




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         10.2     No Third Party Beneficiary. Seller and Buyer acknowledge that
                  neither intends (nor shall this APA or any of its provisions
                  be so construed) to vest or create in any third party any
                  rights or privileges under this APA except to the extent
                  expressly set forth herein.

<TABLE>
<S>                                          <C>
"Seller":                                    "Buyer":

CENTEX DEVELOPMENT COMPANY, L.P.             CALTON HOMES, INC.
a Delaware limited partnership               a New Jersey corporation

By:    3333 Development Corporation          By: /s/ Melvin M. Chadwick
       a Nevada corporation                      -------------------------------------
Its:   Managing General Partner              Name: Melvin M. Chadwick
                                                   -----------------------------------
                                             Title: Vice President, Treasurer and
                                                    Assistant Secretary
                                                    ----------------------------------
By: /s/ Todd D. Newman
    ----------------------------------
Name: Todd D. Newman
      --------------------------------
Title: Senior Vice President and CFO
       -------------------------------
</TABLE>




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