0001047469-02-006084 Sample Contracts

GUARANTEE INDEMNITY AGREEMENT
Indemnity Agreement • December 9th, 2002 • Brookfield Homes Corp • General bldg contractors - residential bldgs • Delaware

THIS GUARANTEE INDEMNITY AGREEMENT (this "Agreement") is made and entered into as of the 12th day of November, 2002, between Brookfield Homes Corporation, a Delaware corporation, and Brookfield Homes Holdings Inc., a California corporation ("BHHI") (collectively, the "Indemnitors"), and Brookfield Homes (Delaware) Inc., a Delaware corporation ("BHI").

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THIS AGREEMENT is made effective as of the 30th day of September, 2002, B E T W E E N:
Agreement • December 9th, 2002 • Brookfield Homes Corp • General bldg contractors - residential bldgs • Delaware
SERVICES AGREEMENT
Services Agreement • December 9th, 2002 • Brookfield Homes Corp • General bldg contractors - residential bldgs • Delaware

THIS SERVICES AGREEMENT (this "Agreement") is made and entered into effective as of the 12th day of November, 2002 by and between Brookfield Homes Holdings, Inc., a California corporation ("BHHI"), and Brookfield Properties (US) Inc., a Delaware corporation (together with its affiliates, "BPUSI").

THIS PURCHASE AGREEMENT is made effective as of the 30th day of September, 2002, B E T W E E N:
License Agreement • December 9th, 2002 • Brookfield Homes Corp • General bldg contractors - residential bldgs • Delaware
LICENSE AGREEMENT
License Agreement • December 9th, 2002 • Brookfield Homes Corp • General bldg contractors - residential bldgs • Delaware

THIS LICENSE AGREEMENT (this "Agreement") is made and entered into effective as of the 12th day of November 2002, between Brookfield Properties (US) Inc., a Delaware corporation (the "Licensor"), Brookfield Homes Corporation, a Delaware corporation ("BHC"), and Brookfield Homes Holdings Inc., a California corporation (the "Purchaser").

THIS PURCHASE AGREEMENT is made effective as of the 30th day of September, 2002, B E T W E E N:
Purchase Agreement • December 9th, 2002 • Brookfield Homes Corp • General bldg contractors - residential bldgs • Delaware
THIS PURCHASE AGREEMENT is made effective as of the 30th day of September, 2002, B E T W E E N:
Purchase Agreement • December 9th, 2002 • Brookfield Homes Corp • General bldg contractors - residential bldgs • Delaware
THIS PURCHASE AGREEMENT is made effective as of the 30th day of September, 2002, B E T W E E N:
Guarantee Indemnity Agreement • December 9th, 2002 • Brookfield Homes Corp • General bldg contractors - residential bldgs • Delaware
UNSECURED SUBORDINATED NOTE in the original principal amount of $141,300,000 issued by BROOKFIELD HOMES HOLDINGS INC. in favour of BROOKFIELD HOMES (US) INC. November 12, 2002
Brookfield Homes Corp • December 9th, 2002 • General bldg contractors - residential bldgs • Delaware

Brookfield Homes Holdings Inc. (the "Borrower") for value received hereby acknowledges itself indebted to and unconditionally promises to pay to or to the order of Brookfield Homes (US) Inc. (the "Lender") on December 31, 2005, or such earlier or later date as all of the principal amount hereof may become due in accordance with the provisions hereof (such date being the "Maturity Date"), the aggregate principal sum of ONE HUNDRED AND FORTY ONE MILLION, THREE HUNDRED THOUSAND DOLLARS ($141,300,000) (the "Principal Amount") in lawful money of the United States, on presentation and surrender of this Note (in the case of payment of all of the principal amount hereof) to the Borrower at its address set forth herein, and to pay interest on the principal amount of this Note outstanding from time to time at the rate and times and in the manner set forth herein.

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