(The Following Shall Be Included As Part Of The Dealer Application Which Every Dealer Will Be Required To Execute)

Attached hereto as Exhibit A and made a part hereof is Fleetwood's ManufacturerDealer Service Policy, which sets forth the requirements and obligations of both dealer and manufacturer with respect to warranty service. By signing this Dealership Application, Dealer hereby agrees with the provisions of Exhibit A and agrees that, if appointed as an authorized dealer, Dealer will carry out it obligations in accordance with Exhibit A on all mobile homes which it purchases and resells to a retail customer.

Exhibit A

Fleetwood Manufacturer-Dealer Service Policy

Whereas, Manufacturer is engaged in the manufacture and sale of mobile homes; and Whereas, Dealer desires to act as a retail dealer of mobile homes manufactured by Manufacturer and;

Whereas, Manufacturer disseminates to retail purchasers through its retail dealers, a warranty;

Whereas, Manufacturer and Dealer recognize that the satisfaction and good will of retail purchasers are of primary importance and can best be achieved in most circumstances by Manufacturer delegating to Dealer and Dealer performing prompt, efficient, and courteous warranty service and repairs.

Now therefore, in consideration of Manufacturer's sale to Dealer and Dealer's purchase from Manufacturer of mobile homes for resale to retail purchasers, Manufacturer and Dealer mutually agree as follows:

Dealer's Responsibilities

(1) Dealer will maintain, or arrange for through an acceptable independent contractor, a capability as to personnel, equipment and physical facilities sufficient to properly set-up all mobile homes which it purchases from Manufacturer and to perform all warranty service on such mobile homes as set forth below. Such capability shall be reviewed prior to acceptance of the dealer application and periodically thereafter. Maintenance of such capability, and the effective performance of the set-up and warranty service obligations as set forth hereunder shall be express conditions of remaining a dealer of Manufacturer's mobile homes. If, in Manufacturer's judgment, such capability of performance is lacking, this shall be grounds for termination of the dealer relationship.

(2) The capability to perform set-up and service shall include the use by Dealer of personnel who are experienced in setting up and servicing any and all types of mobile homes purchased by Dealer from Manufacturer. In the event that Dealer's personnel lack such experience, Dealer must notify the plant and agree to utilize an acceptable independent set-up and service contractor to set-up (or service) all units which its personnel are incapable of properly setting up (or servicing), and to send at least one of its set-up or service personnel to a training course conducted by Manufacturer before setting up any such unit.

(3) Upon receipt of each mobile home, Dealer shall inspect it for obvious defects and shortages, indicating any shortages on a Delivery Receipt provided by Manufacturer. If, when received by Dealer, the mobile home has too many obvious defects to be acceptable for retail sale, after correction of such defects by Dealer, Dealer should reject it and contact the plant immediately to arrange disposition of the unit. If Dealer does not reject the unit, he shall be expected to correct any defects (except as otherwise set forth herein), whether or not such defects were apparent at the time of delivery.

(4) Dealer shall assume full financial responsibility for and shall perform or arrange for the performance of, the set-up of the mobile home on a site designated by the retail consumer (unless such consumer shall have given Dealer a written release from this obligation in a form approved by Manufacturer, a copy of which shall be transmitted to the plant). Set-up of the mobile home shall be performed in accordance with the Set-Up Instructions provided by Manufacturer, and particular attention will be paid to the following items:

(a) proper leveling of the home.

(b) a check and, if necessary, adjustment of all interior and exterior doors and windows so that each works freely and catches or locks properly.

(c) connection of all utilities to the appropriate supply or drain sources, and the testing of utilities and appliances to determine that they function properly.

(d) installation of all items which cannot be installed in the factory.

(e) the performance of any other operations, such as installing tie-downs, which may be required by local or state codes.

(f) as to multiple and expanding units, the proper mating of the mobile home sections and the proper connection of the structure, including the application of roof caps, siding, etc.

(g) weatherproofing of the roof, especially at joints and at points where any fasteners such as screws have been removed or inserted to connect appliances or accessories.

(h) weatherproofing of all windows.

(5) Prior to turning the mobile home over to the retail consumer for permanent occupancy Dealer or his representative will inspect the home again to make sure that it is fit for occupancy, and is free of all defects which affect the safety of the mobile home or render it substantially uninhabitable, and will fill out the Retail Delivery Checkout form provided by Manufacturer, listing the retail consumer's name and address, and the date of first occupancy of the mobile home. The customer's signature on this report will be obtained as specified. Copies of the Retail Delivery Checkout form will be forwarded in a timely manner by Dealer to Manufacturer in accordance with the instructions provided. (6) In addition, Dealer or his representative will reinspect the mobile home between 25 and 45 days after the date of first occupancy to determine if there are any defects or problems concerning the mobile home or its set-up. At, or shortly following this inspection, Dealer will make or arrange for any required repairs, will relevel the home and will file a Reinspection report with Manufacturer on the form provided by Manufacturer. This form will be signed by the customer indicating his agreement with the information contained in the report. Such report will be promptly forwarded to Manufacturer.

(7) Dealer will perform, or arrange for the performance of, and will be financially responsible for, all repairs to each mobile home sold by him which may be required under Manufacturer's warranty which Dealer can perform. This shall include all repairs other than those listed under “Manufacturer's Responsibilities" below.

(8) Repairs, or other appropriate action, to correct any defect which affects the safety of a mobile home or renders it substantially uninhabitable will be commenced in the normal course of business as set forth in Paragraph (13) below by Dealer within three business days following receipt of notice of such defect or condition by Dealer, and such repairs or other action will be completed expeditiously. If the defect is one covered under "Manufacturer's Responsibilities" below, Dealer shall notify the Manufacturer within 2 business days following receipt of notice of such defect by Dealer and the repair shall be handled as set forth below in Paragraph (17).

(9) Dealer will respond in the normal course of business as set forth in Paragraph (13) below to notice of the need for warranty service or repairs other than as set forth in

Paragraph (8) above, within seven business days of receipt of such notice, and shall complete all such service or repairs within a reasonable time, not to exceed thirty days following receipt of such condition. If the defect is one covered under "Manufacturer's Responsibilities" below, Dealer shall notify the Manufacturer within 5 business days following receipt of notice of such defect by Dealer and the repair shall be handled as set forth below in Paragraph (17).

(10) In the event that problems occur with the set-up which Dealer does not correct, or if Dealer does not perform repairs which are his responsibility, in a timely manner as set forth in Paragraph (8) and (9) above, Manufacturer will assume responsibility for such repairs or corrections to the set-up and will bill Dealer for the cost incurred to correct these matters.

(11) Dealer will provide Manufacturer, in a timely manner, with a written report on a form provided by Manufacturer of each repair made by Dealer under the warranty on each mobile home sold by Dealer. Such report will include a description of the nature of the defect, the corrective action taken, and the party performing the repair.

(12) In the event that a retail consumer elects to provide for the set-up of the mobile home himself, then Dealer shall not be required to complete the Retail Delivery Checkout form or Reinspection report referred to above, but shall instead inform Manufacturer of such election by the retail consumer.

(13) The "normal course of business" does not include:

(a) conditions under which abnormal demands are made upon service capabilities as the result of natural disasters, other acts of God or the government, any other event beyond the control of Dealer which places an unusually large demand upon service facilities; and

(b) events such as disasters, strikes, acts of the government, instances of force majeure or other occurrences which are beyond the control of Dealer which prevent Dealer from responding to service requests within the time periods stated hereinabove in Paragraphs (8) and (9).

(c) slight omissions or deviations from the terms of this agreement which are inadvertent, unintentional, and not due to the bad faith of Dealer.

Manufacturer's responsibilities

(14) Manufacturer will supply Dealer with all material, which is not readily available, required to repair the mobile homes purchased by Dealer. If the material is required to correct damage or shortages noted on the Delivery Receipt, with which Manufacturer concurs, it will be supplied at no charge to Dealer. All other material will be billed to Dealer. Every effort will be made to ship the required material in accordance with Dealer's shipping instructions within five working days after it is requested. Upon request, any defective material will be returned by Dealer to Manufacturer.

(15) Manufacturer will return to Dealer the sum of $100, (which shall be added to the purchase price of each mobile home) by return mail not to exceed ten days after the receipt of the properly filled out Retail Delivery Checkout form and the Reinspection Report for each unit sold, provided that:

(a) the reinspection was performed between 25 and 45 days after the first occupancy by the retail customer;

(b) all service and repairs that are the responsibility of Dealer have been performed;

(c) the Reinspection Report bears the signature of the retail customer, and (d) the Reinspection Report is received by Manufacturer's Consumer Affairs Department 60 days after first occupancy of the mobile home.

(If the retail customer will not sign the Reinspection Report and all required adjustments have been made, a written statement detailing the attempts made to obtain the customer's signature and the reasons for the customer's refusal to sign the

Reinspection Report should be filed with the Consumer Affairs Department. The Consumer Affairs Department's decision on disbursing the $100 will be final.)

(16) Approximately 90 days after the date of first occupancy of each mobile home, Manufacturer will send a questionnaire to each mobile home owner requesting information as to the satisfaction of the customer and any alleged defects in the mobile home or its set-up. Manufacturer will provide a copy of each returned questionnaire to Dealer and, if corrective action is required, Dealer shall arrange for and bear financial responsibility for such corrective action. (Unless such corrective action involves an item described below in Paragraph (17)).

(17) Manufacturer will, in a timely manner, perform or arrange for the performance of repairs, at its cost, which are beyond the reasonable capability of Dealer to perform. Such items will include the following:

(a) defective or broken rafters or side wall studs

(b) leaks in water lines in the floor

(c) short circuits and open circuits in the walls

(d) defects in the design of the mobile home

(e) breaks or defects in the mobile home chassis

(f) major repairs to appliances, which will be the ultimate responsibility of Manufacturer's appliance vendors

(g) major manufacturing defects resulting in structural failure

(h) other major manufacturing defects which Dealer cannot reasonably be expected to have the capability to repair which require the removal or application of interior or exterior wall, floor, or ceiling covering, or repairs to the chassis, of a character similar to those listed above.

(18) Manufacturer will select appliances for use in its mobile homes which are made by recognized manufacturers who have a service capability sufficient to provide reasonably available and capable service.

(19) Manufacturer will conduct training courses at its facility, at least every six months, to acquaint Dealer's set-up and service personnel (or the personnel of independent contractors utilized by Dealer) with the physical characteristics of mobile homes produced by Manufacturer and the recommended techniques for proper set-up and servicing of the mobile homes. Such training courses will be held at no cost to Dealer except for the cost of transportation and subsistence of the attending personnel of Dealer or his contractor.

Miscellaneous

(20) In the event that the manufacturer-dealer relationship is terminated for any reason by either Manufacturer or Dealer and any mobile home purchased by Dealer from Manufacturer and sold to a retail customer are still covered by Manufacturer's warranty, or have not yet been sold by Dealer to a retail customer, the obligations of Dealer and Manufacturer, as set forth above, shall continue with respect to all such mobile homes despite the termination of the manufacturer-dealer relationship.

(21) Failure by either party to fulfill the terms and conditions of this agreement shall be good and sufficient cause for termination by the other party of this agreement and of the manufacturer-dealer relationship.

(22) Manufacturer will not assume financial responsibility for performance of any repairs referred to in Paragraph (17), unless prior authorization for such repairs shall have been given to Dealer.

(23) The retail customer (or Dealer, if the unit has not been sold) is encouraged to make direct contact with the manufacturer of any equipment, appliances, or component parts installed in the mobile home which are not manufactured by Manufacturer when problems develop with such equipment, appliances or component parts. If the matter is

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not resolved in a reasonable time, the manufacturer's plant manufacturing the mobile home should be notified.

(24) No cash settlements shall be made by Manufacturer in lieu of repairs.

(25) This agreement supersedes all prior agreements, both written and oral, between the parties hereto with respect to the subject matter of this agreement. This instrument contains the entire agreement between the parties hereto with respect to the subject matter of this agreement, and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and permitted assigns. This agreement may not be amended or supplemented orally but only by an agreement in writing which has been signed by the party against whom enforcement of any such amendment or supplement is sought.

(26) Time is of the essence of this agreement, and all provisions of this agreement relating to the time of performance of any obligation under this agreement shall be strictly construed.