INDUSTRIAL SUBLEASE


1. PARTIES and CERTAIN DEFINITIONS. This Sublease, dated for reference purposes
only,  October 2, 2000,  is made by and between  Cavalier  Industries,  Inc.,  a
Delaware  corporation  (herein  called  "Sublessor")  and successor by merger to
Bellcrest Homes,  Inc., a Georgia  corporation,  Alliance Homes, Inc., a Georgia
corporation (herein called "Sublessee"),  All-Span Homes, LLC, a Georgia limited
liability  company and the majority  shareholder of Sublessee (the  "Optionee"),
and joined in by G.  Hiller  Spann,  an  individual  resident of Georgia and the
majority  member of Optionee  ("Spann") for the purposes of the  acknowledgments
and agreements  contained in Section 6.1(b) hereof, all of which are aggregately
herein  referred to as the  "Parties."  Reference is herein made to that certain
Trust Indenture dated April 1, 1999,  between  Development  Authority of Johnson
County,  Georgia (the "Issuer") and First  Commercial  Bank (the "Trustee") (the
"Indenture"),  that certain Lease  Agreement dated April 1, 1999, by and between
Development Authority of Johnson County,  Georgia and Bellcrest Homes, Inc. (the
"Lease Agreement"),  that certain Deed to Secure Debt,  Assignment of Leases and
Security  Agreement  dated April 1, 1999 (the "Credit  Obligor  Mortgage")  from
Development  Authority of Johnson County,  Georgia and Bellcrest Homes,  Inc. to
First  Commercial Bank (the "Credit  Obligor") and that certain Credit Agreement
Dated April 1, 1999 from  Bellcrest  Homes,  Inc. to Credit Obligor (the "Credit
Agreement").  The term "Indenture  Indebtedness"  shall mean the indebtedness of
Issuer at the time secured by the Indenture,  including,  without limitation (i)
the  principal  of,  premium  (if  any)  and  interest   payable  on  the  bonds
authenticated and delivered  pursuant to the Indenture,  and (ii) all reasonable
and proper fees, charges and disbursements of the trustee or of the paying agent
(as defined in the  Indenture)  for services  performed and  disbursements  made
under the  Indenture.  Capitalized  terms used but not defined herein shall have
the meanings ascribed to them in the Indenture and the Lease Agreement.

2. PREMISES. Sublessor hereby leases and subleases (with respect to such portion
of the Premises as is subject to the Lease Agreement) to Sublessee and Sublessee
leases and subleases (with respect to such portion of the Premises as is subject
to the Lease Agreement) from Sublessor for the term, at the rental, and upon all
of the conditions set forth herein,  (a) that certain real property described on
Exhibit A hereto (the "Site"), together with all easements,  permits,  licenses,
rights-of-way,  contracts,  leases,  tenements,  hereditaments,   appurtenances,
rights,  privileges  and  immunities  pertaining  or  applicable  to  said  real
property;  (b) all buildings,  structures and other improvements situated on the
Site (the "Improvements");  and (c) the machinery,  equipment, personal property
and fixtures described on Exhibit B attached hereto (the "Equipment") (the Site,
the Improvements and the Equipment being collectively  referred to herein as the
"Premises"); subject, however, to Permitted Encumbrances. Permitted Encumbrances
means, as of any particular time, (i) the Financing Documents (as defined in the
Indenture),  (ii) liens for taxes,  assessments or other governmental charges or
levies not due and payable or which are currently  being contested in good faith
by appropriate proceedings, (iii) utility, access and other easements and rights
of way,  party walls,  restrictions  and  exceptions  that may be granted or are
permitted  under  the  Lease  Agreement,   provided,   however,  that  any  such
encumbrances  not in existence as of the date of this Sublease shall require the
consent of the Sublessee, which consent shall not be unreasonably withheld, (iv)
any mechanic's, laborer's,  materialman's,  supplier's or vendor's lien or right
or purchase money security  interest if payment is not yet due and payable under
the contract in question, (v) such minor defects, irregularities,  encumbrances,
easements,  rights of way and  clouds on title as do not,  in the  opinion of an
independent counsel, materially impair the Premises for the purpose for which it
was acquired or is held by the Issuer or subleased by the  Sublessee,  (vi) such
encumbrances,  and other matters (other than  mortgages)  which appear of public
record prior to the date hereof and which do not unreasonably interfere with the
use of the Premises as set forth in Section 5.1, and (vii) those items which are
listed in Exhibit C.


3. TERM.

         3.1. Term. The term of this Sublease shall be  for two years commencing
on October 2, 2000 and  ending  on   October 1, 2002,  unless renewed   pursuant
to Section hereof or unless sooner terminated pursuant to any provision hereof.

         3.2. Delivery of Possession. Sublessee shall  be   deemed to have taken
possession of the Premises when Sublessor delivers possession of the Premises to
Sublessee at the closing under the Agreement to Sell and Purchase  Assets  dated
as of the date hereof by and between Sublessor and Sublessee (the "Purchase
Agreement").

         3.3. Option to Renew. The Sublessor hereby grants to the  Sublessee the
right and option to renew this  Sublease for an  additional  term of three years
and eight  months  through  June 1, 2006.  This option can be  exercised  by the
Sublessee  only by the Sublessee  delivering  written  notice of exercise of the
option at least ninety days prior to the end of the initial  term hereof,  which
notice shall be given in the manner provided for notices herein.  The term shall
be extended upon the giving of the notice without the  requirement of any action
on the  part of the  Sublessor  and  shall be on the  terms  set  forth  for the
original term of this Sublease, except as modified below.


4. RENT AND SECURITY DEPOSIT.

         4.1. Rent. Sublessee shall pay to Sublessor as rent for the   Premises,
monthly payments of Twenty-two  Thousand Three Hundred Fifty Dollars  ($22,350),
in  advance,  on the first day of each month of the first six months of the term
hereof  (with the  first  month of the term  being  October,  2000) and  monthly
payments  of  Thirty-five  Thousand  One Hundred  Seven  Dollars  ($35,107),  in
advance,  on the first day of each  month of the  remainder  of the term  hereof
(including any renewal  hereof),  subject to adjustment  pursuant to Section 4.3
below.  Sublessee  shall pay  Sublessor  upon the  execution  hereof  the sum of
$22,350  dollars as rent for October,  2000. Rent for any period during the term
hereof which is for less than one (1) month (other than rent for October,  2000)
shall be a pro rata  portion of the monthly  installment.  Rent shall be payable
without notice or demand and without any deduction, offset, or abatement, except
as set forth  herein,  in  lawful  money of the  United  States  of  America  to
Sublessor at the address stated herein or to such other persons or at such other
places as Sublessor may designate in writing.

         4.2. Additional Charges. This  Sublease  is what is   commonly called a
"net lease",  it being agreed that Sublessor shall receive the rent set forth in
Article 4.1 free and clear of any and all impositions, taxes, real estate taxes,
liens,  charges or  expenses of any nature  whatsoever  in  connection  with the
ownership and operation of the Premises except as otherwise  expressly set forth
herein.  In addition to the rent  reserved  by 4.1,  Sublessee  shall pay to the
parties  respectively  entitled  thereto all  impositions,  insurance  premiums,
operating  charges,  maintenance  charges,  construction  costs,  and any  other
charges,  costs  and  expenses  which  arise or may be  contemplated  under  any
provisions of the Sublease during the term hereof.  All such charges,  costs and
expenses shall constitute  additional charges, and upon the failure of Sublessee
to pay any of such costs,  charges or  expenses,  Sublessor  shall have the same
right and  remedies as  otherwise  provided in this  Sublease for the failure of
Sublessee  to pay  rent.  The  Sublessee  shall in no event be  entitled  to any
abatement of or  reduction in rent payable hereunder, except as herein expressly
provided.

         4.3. Rent  Adjustments.  The  rent  due  under   paragraph  4.1   is to
increase  for the renewal  term, if any,  based on the increases in the Consumer
Price Index in accordance with the formula set forth below:

In applying the formula, the following definitions shall prevail:

                  (1) "Bureau" means the Federal Bureau of Labor Statistics   or
                      any successor agency that shall issue  the indices or data
                      referred to in subparagraph (2).
                  (2) "Price Index" means the national Consumer's Price    Index
                      issued from time to  time by the  Bureau,  or  any   other
                      measure hereafter   employed by the Bureau in lieu of such
                      price index  that   measures the cost of
                      living nationally.
                  (3) "Base index" is the average   price index for the   twelve
                      months prior to the first  day of the calendar    month in
                      which the rental commencement date occurs.  In making such
                      average,   there shall be excluded any  index which itself
                      is an  average.
                  (4) The "issue" of a price index means the  release  to    the
                      public of the price index, and the  date of issue shall be
                      the date it is so released    whether or not   the  issued
                      index is for the current   month or period    in which the
                      release occurs or for a   prior month or period.
                  (5) The expression "yearly period"  means each yearly   period
                      of the term dating from each  anniversary of    the rental
                      commencement date.

         If the price index during the first two yearly periods of the initial
term of this Sublease shall increase over the base index, then the fixed monthly
rental of the renewal term, beginning with the first day of such renewal term,
shall be increased in the same proportion that the increase in the price index
over such two year period bears to the base index.

5. USE.

         5.1. Use. The Premises   shall   be   used   and   occupied   only  for
manufacturing,  production,  assembling, processing, storing and distribution of
modular  homes,  modular  units,  non-residential  units and other  manufactured
housing units of the kind and nature previously  manufactured on the Premises by
Sublessor  and  only in such a  manner  that  the  Premises  will  constitute  a
"project" within the meaning of Paragraph III of Section VI of Article IX of the
Constitution  of the State of Georgia and Chapter 62 of Title 36 of the Official
Code of Georgia Annotated (the "Enabling Law").

         5.2. Compliance with Law. Sublessee shall, at   Sublessee's    expense,
comply with all applicable statutes, ordinances, rules, regulations,  orders and
requirements in effect during the term or any part of the term hereof regulating
the use by Sublessee of the Premises, including without limitation, the Enabling
Law.  Sublessee  shall not use or permit the use of the  Premises  in any manner
that will tend to create  waste or a  nuisance,  or, if there shall be more than
one  sublessee  of the building  containing  the  Premises,  which shall tend to
unreasonably disturb such other sublessees.

         5.3. Condition of Premises. Sublessee acknowledges   that it has had an
opportunity  to inspect  and  hereby  accepts  the  Premises  in their  existing
conditions as of the date of the possession hereunder, subject to all applicable
zoning,  municipal,  county and state laws, ordinances and regulations governing
and  regulating  the use of the Premises,  and accepts the same as is, except to
the extent of Sublessor's  structural  repair  obligations  under Section 6.1(a)
hereof.  Sublessee acknowledges that neither Sublessor nor Sublessor's agent has
made any  representation  or warranty as to the  suitability of the Premises for
the conduct of the Sublessee's business or intended use of the premises,  except
as set forth in the Purchase Agreement.

         5.4. Additional Covenants.

                  (a) The Sublessee shall  not do or permit anything  to be done
at the Premises that will materially  affect,  impair or contravene any policies
of insurance that may be carried on the Premises.

                  (b) The Sublessee shall permit the   Sublessor,   the  Issuer,
the  Trustee,  the  Credit  Obligor  and  their  duly  authorized  agents at all
reasonable times to enter upon, examine and inspect the Premises.

                  (c) The Sublessee will maintain proper books   of   record and
account,  in which full and correct  entries will be made,  in  accordance  with
generally accepted accounting  principles,  of all its business and affairs. The
Sublessee shall furnish to the Trustee with reasonable promptness such financial
information of the Sublessee as the Trustee shall reasonably request.

                  (d) The Sublessee  will duly   pay and  discharge  all  taxes,
assessments  and other  governmental  charges and liens lawfully  imposed on the
Sublessee and upon the properties of the Sublessee, and the Premises;  provided,
however,  the Sublessee  will not be required to pay any taxes,  assessments  or
other  governmental  charges  so long as in good  faith  it  shall  contest  the
validity  thereof by  appropriate  legal  proceedings,  the  Sublessee has given
notice of such contest to the Sublessor,  the Sublessee has established adequate
reserves  therefor,  and no part of the  Premises  shall,  in the opinion of the
Trustee, be subject to loss or forfeiture;  and provided,  further, that for any
tax period which includes the commencement  date or the termination date of this
Sublease,  Sublessee  shall pay only a pro rata  portion  of such  taxes for the
period after the  commencement  date of this Sublease or before the  termination
date of this Sublease, as applicable.

                  (e) The Sublessee will comply with all valid laws, ordinances,
regulations and requirements applicable  to it  or  to  its  property  and   the
Premises.

                  (f) Subject to,  and   after giving  effect  to,   Sublessor's
indemnification of Sublessee pursuant to the Purchase Agreement, but in addition
to and not in lieu of Sublessee's  indemnification  of Sublessor pursuant to the
Purchase Agreement,  the Sublessee shall (1) not, and shall not permit any other
person to, bring any  Hazardous  Substances  onto the  Premises  except any such
Hazardous  Substances that are used in the ordinary  course of the  contemplated
business as to be conducted on the Premises and that are handled,  stored,  used
and disposed of in accordance  with  applicable  Environmental  Laws; (2) if any
other  Hazardous  Substances  are brought or found on the  Premises and the same
arose out of operations conducted during the term of this Sublease,  immediately
remove  and  properly   dispose  of  the  same  in  accordance  with  applicable
Environmental Laws; (3) cause the Premises and the operations  conducted thereon
(including all operations conducted thereon by other persons) during the term of
this Sublease to comply with all  Environmental  Laws;  (4) permit the Sublessor
and/or the Credit  Obligor from time to time to inspect the Premises and observe
the operations thereon; (5) undertake any and all preventive,  investigatory and
remedial action (including  emergency response,  removal,  clean up, containment
and other remedial action) that is (A) required by or pursuant to any applicable
Environmental  Law or (B)  necessary to prevent or minimize any property  damage
(including  damage  to any of the  Premises),  personal  injury,  or harm to the
environment,  or the threat of any such  damage or  injury,  by  releases  of or
exposure  to  Hazardous  Substances  in  connection  with  the  Premises  or the
operations  on the  Premises;  (6) give notice to the  Sublessor  and the Credit
Obligor in writing if the  Sublessee  should  become  aware of (A) any  material
spill,  release or  disposal of any  Hazardous  Substances  or  imminent  threat
thereof, at the Premises,  in connection with the operations on the Premises, or
at any adjacent  property that could migrate to,  through or under the Premises,
(B) any  material  violation of  Environmental  Laws  regarding  the Premises or
operations  on the  Premises,  and  (C) any  material  investigation,  claim  or
threatened claim under any  Environmental  Law, or any notice of violation under
any Environmental Law, involving the Sublessee or the Premises;  and (7) deliver
to the Sublessor and the Credit Obligor,  at the Sublessor's or Credit Obligor's
request,  copies of any and all  documents in the  Sublessee's  possession or to
which the Sublessee has access relating to Hazardous Substances or Environmental
Laws and the Premises, and the operations on the Premises,  including laboratory
analyses,  site  assessments or studies,  environmental  audit reports and other
environmental studies and reports. If the Credit Obligor or the Sublessor at any
time reasonably believes that the Sublessee is not complying with all applicable
Environmental  Laws or the  requirements  hereof  regarding  the same, or that a
material spill,  release or disposal of Hazardous  Substances has occurred on or
under the  Premises,  the  Credit  Obligor  or the  Sublessor  may  require  the
Sublessee  to furnish  the Credit  Obligor  and/or the  Sublessor  access to the
Premises for the purpose of obtaining or  conducting an  environmental  audit or
site assessment reasonably satisfactory to the Credit Obligor and Sublessor with
respect to the matters of concern to the Sublessor  and/or Credit Obligor.  Such
audit  or  assessment  shall be  performed  at the  expense  of  Sublessor  by a
qualified  consultant  approved by the Credit  Obligor.  Sublessor and Sublessee
each  agree to  provide  to the other  true and  complete  copies of any and all
environmental   audits  conducted  by  either  party  during  the  term  hereof.
"Environmental  Law"  shall  mean and  include  all  laws,  rules,  regulations,
ordinances,  judgments, decrees, codes, orders, injunctions,  notices and demand
letters  of  any  governmental  authority  applicable  to the  Sublessee  or the
Premises (including the Comprehensive  Environmental Response,  Compensation and
Liability Act of 1980, as amended, 42 U.S.C. Sections 9601, et seq.) relating to
pollution  or  protection  of human  health or the  environment,  including  any
relating to Hazardous Substances.  "Hazardous Substances" shall mean and include
all pollutants,  contaminants,  toxic or hazardous  wastes and other  substances
(including asbestos, urea formaldehyde, foam insulation and materials containing
either  petroleum  or any of the  substances  referenced  in Section  101(14) of
CERCLA),  the removal of which is required or the manufacture,  use, maintenance
and handling of which is  regulated,  restricted,  prohibited or penalized by an
Environmental Law, or, even though not so regulated,  restricted,  prohibited or
penalized,  might  pose a hazard to the  health  and safety of the public or the
occupants  of the  property  on  which it is  located  or the  occupants  of the
property adjacent thereto.

                  (g) Sublessee shall not take any action or omit to take    any
action that would result in an Event of Default or an Event of Taxability  under
any  of  the  Financing  Documents;   provided,  however,  that,  the  foregoing
notwithstanding, Sublessee shall not be required to make any Rental Payments (as
defined in the Lease  Agreement) due from Sublessor under the Lease Agreement or
to cure any default of Sublessor under the Lease  Agreement  except as otherwise
expressly provided in this Sublease.  Notwithstanding  anything in this Sublease
to the contrary,  Sublessor  shall be entitled at any time and from time to time
during the term of this  Sublease to enter upon the Premises and to take or omit
to take any action necessary to prevent or cure any default (or any event which,
with notice or lapse of time or both,  would  constitute  a  default),  Event of
Default or Event of Taxability under any of the Financing Documents.

                  (h) Sublessor  hereby  warrants and covenants to Sublessor and
Optionee  that:  (1) to its  knowledge,  Sublessor  has not taken any  action or
omitted  to take  any  action  required  to be taken  which  has the  result  of
materially  adversely  affecting the exclusion of the interest on the Bonds from
gross  income for federal and state tax  purposes,  and  Sublessor  will use all
commercially  reasonable  efforts  during the term of this  Sublease to preserve
such  exclusion;  (2) except for  expenditures  paid with Bond proceeds,  to its
knowledge,  neither Sublessor nor any related person,  within the meaning of IRC
section 103, has incurred  capital  expenditures in excess of $1,500,000  within
Johnson County, Georgia during the period from April 1, 1999 to the date hereof;
(3) Sublessor has obtained the consents  required under the Financing  Documents
for the  execution  and delivery of this  Sublease  including the consent of the
Trustee and the Credit  Obligor for the  sublease of the  Premises  contemplated
hereby;  and (5)  Sublessor  has not taken,  and  Sublessor  will not take,  any
action,  and  Sublessor  has not  omitted  and will not omit to take any action,
required  to be taken  which  would  result in an Event of  Default  or Event of
Taxability under any of the Financing Documents, unless such Event of Default or
Event of Taxability is the result of a default by Sublessee under this Sublease.


6. MAINTENANCE, REPAIRS AND ALTERATIONS.

         6.1. Sublessee's Obligations. (a) Sublessee shall, during   the term of
this Sublease,  keep in good order,  condition and repair the Premises and every
part thereof, and all adjacent sidewalks, landscaping,  driveways, parking lots,
fences and signs  located in the areas which are adjacent to and  included  with
the Premises; provided, however, that, notwithstanding the foregoing,  Sublessor
shall,  during the term of this  Sublease,  repair any damage to the  structural
steel  components  of the Premises  that is not covered by  insurance,  provided
further that  Sublessor  shall have no liability to Sublessee or any other party
for any  consequential or incidental  damages related  thereto.  Sublessor shall
incur no expense nor have any  obligation  of any kind  whatsoever in connection
with  maintenance  of the  Premises,  except for any  aforementioned  structural
repairs,  and  Sublessee  expressly  waives the  benefits  of any statute now or
hereafter in effect which would  otherwise  afford  Sublessee  the right to make
repairs  at  Sublessor's  expense,  other  than  any  aforementioned  structural
repairs,  or to terminate this Sublease  because of Sublessor's  failure to keep
the Premises in good order,  condition and repair.  Without  limiting any of the
foregoing, during the term of this Sublease Sublessee shall, at its own expense,
(1) keep the Premises in as reasonably safe condition as its operations  permit,
(2) from  time to time make all  necessary  and  proper  repairs,  renewals  and
replacements thereto, including external repairs, renewals and replacements, and
(3) pay all gas,  electric,  water,  sewer and other charges for the  operation,
maintenance,  use and  upkeep of the  Premises,  provided  that for any  billing
period for any of such utilities or charges which includes the commencement date
or the  termination  date of this Sublease,  Sublessee shall pay only a pro rata
portion  of  such  utilities  and  other  charges  as  are  incurred  after  the
commencement  date of this  Sublease  or  before  the  termination  date of this
Sublease, as applicable.

                  (b) Spann hereby acknowledges  and certifies   that,  to   his
knowledge,  by virtue of his  involvement  in or management of operations at the
Premises  by  Sublessor  prior to the date  hereof  or  otherwise,  there are no
structural  infirmities,  defects,  or repair needs or other structural problems
with respect to the Premises. Sublessee and Spann hereby covenant and agree that
neither they nor any of their affiliates,  employees, agents, representatives or
independent  contractors  shall  take or omit to take  any  action  which  would
damage,  weaken or impair the structure or structural soundness of the Premises,
and that Sublessor  shall not be responsible  for any repairs caused by any such
action or inaction.

         6.2. Surrender. On the last day of the term hereof, or  on  any  sooner
termination,  Sublessee  shall  surrender  the  Premises  to  Sublessor  in good
condition, broom clean, ordinary wear and tear excepted.  Sublessee shall repair
any  damage to the  Premises  occasioned  by its use  thereof,  or by removal of
Sublessee's trade fixtures,   furnishings  and   equipment   pursuant to Article
6.4(c),   which  repair  shall  include  the  patching  and filling of holes and
repair of    structural  damage (except to the extent of Sublessor's  obligation
with respect thereto in Section 6.1(a) above).

         6.3. Sublessor's Rights/ Sublessee's Rights. (a) If  Sublessee fails to
perform Sublessee's obligations under this Article , Sublessor may at its option
(but  shall not be  required  to) enter upon the  Premises  after ten (10) days'
prior  written  notice to Sublessee  and put same in good order,  condition  and
repair,  and the cost  thereof  together  with  interest  thereon at the rate of
eighteen  percent  (18%) per annum shall  become due and  payable as  additional
rental to Sublessor together with Sublessee's next rental installment.

                  (b) If Sublessor fails to  perform   Sublessor's   obligations
under this Article 6, Sublessee may at its option (but shall not be required to)
after ten (10) days' prior written notice to Sublessor,  put same in good order,
condition and repair, and the cost thereof together with interest thereon at the
rate of  eighteen  percent  (18%) per annum  shall  become  due and  payable  by
Sublessor to Sublessee fifteen (15) days after such cost is submitted in writing
to Sublessor.

         6.4. Alterations  and  Additions. (a) Sublessee  shall   not,   without
Sublessor's  prior  written  consent,  make  any  alterations,  improvements  or
additions,  in, on or about the Premises,  except for nonstructural  alterations
not  exceeding  $10,000.00  in costs.  As a condition  to giving  such  consent,
Sublessor may require that Sublessee remove any such alterations,  improvements,
additions or utility installations at the expiration of the term, and to restore
the Premises to their prior condition.

                  (b) Before  commencing work relating to alterations, additions
and  improvements  affecting the Premises,  Sublessee shall notify  Sublessor in
writing of the expected date of commencement thereof.  Sublessor shall then have
the right at any time and from time to time to post and maintain on the Premises
such notices as Sublessor reasonably deems necessary to protect the Premises and
Sublessor  from  mechanics'  liens or any other liens.  In any event,  Sublessee
shall  pay,  when due,  all claims for labor or  materials  furnished  to or for
Sublessee.  Sublessee  shall not permit any  mechanics' or  materialmen's  liens
attached or levied  against the Premises for any labor or material  furnished to
Sublessee  or claimed to have been  furnished  to  Sublessee  or to  Sublessee's
agents or  contractors  in connection  with work of any  character  performed or
claimed  to have  been  performed  on the  Premises  by or at the  direction  of
Sublessee.

                  (c)  Unless  Sublessor  requires  their  removal, as set forth
in  Article 6.4(a),  all  alterations,  improvements,  or additions which may be
made on the  Premises,  shall  become  the  property  of  Sublessor  and  remain
upon and be   surrendered with the   Premises   at the expiration of   the term.
Notwithstanding the provisions of this Article 6.4(c), Sublessee's machinery and
equipment,  other than   that  which is  affixed to the  Premises  so   that  it
cannot be  removed  without material  damage to the Premises or which is subject
to this  Sublease as of the    beginning of the term hereof,  shall   remain the
property of Sublessee and may be  removed by Sublessee subject to the provisions
of Article 6.2.

                  (d) Notwithstanding any of  the  foregoing,  Sublessee   shall
not make any  alterations,  improvements  or  additions  that  would  change the
character  of the  Premises as a "project"  under the Enabling Law or that would
adversely affect the utility of the Premises or  substantially  reduce its value
or that would adversely affect the ability of Sublessor or any other third party
from continuing to use the Premises in the manner they were being used as of the
beginning of the term hereof.

                  (e) Notwithstanding any of the foregoing, Sublessee  may   not
remove any item of Equipment for any reason without the prior written consent of
Sublessor which consent may be given or withheld in Sublessor's sole discretion,
except as follows:  If the Sublessor  determines  that any item of Equipment has
become damaged or obsolete,  for the purposes  permitted  herein,  and Sublessor
concurs in that determination,  the Sublessee may remove such Equipment from the
Improvements  or the Site and (on behalf of Sublessor,  in the case of Equipment
that is not  subject  to the  Lease  Agreement,  or the  Issuer,  in the case of
Equipment that is subject to the Lease  Agreement)  sell,  trade in, exchange or
otherwise  dispose of it without any  responsibility  or  accountability  to the
Sublessor, the Issuer or the Trustee therefor, provided that the Sublessee shall
substitute  and  install in or on the Site other  personal  property or fixtures
which shall (1) have equal or greater  utility in the  operation of the Premises
for  purposes  permitted  herein,  (2) be  free  of all  liens  or  encumbrances
reasonably acceptable to the Trustee in the case of Equipment that is subject to
the Lease  Agreement or to the  Sublessor  in the case of Equipment  that is not
subject to the Lease Agreement,  (3) be the sole property of the Issuer, subject
to the demise of the Lease  Agreement,  in the case of Equipment that is subject
to the Lease Agreement, or of the Sublessor in the case of Equipment that is not
subject to the Lease Agreement, (4) be held by the Sublessee as leased equipment
under this  Sublease on the same terms and  conditions  as the items  originally
comprising the  Equipment,  and (5) not impair the Premises or change the nature
of the operation of the Premises as a "project" under the Enabling Law.


7. INSURANCE INDEMNITY.

         7.1. Insuring  Party.  As used in this Article,  the   term   "insuring
party"  shall  mean the party who has the  obligation  to obtain  the  insurance
required hereunder.  The insuring party shall be Sublessee.  Sublessee shall, as
additional rent for Premises, pay the cost of all insurance required hereunder.

         7.2. Liability Insurance. Sublessee shall obtain   and   keep  in force
during the term of this  Sublease  a policy of  comprehensive  public  liability
insurance  insuring Sublessor and Sublessee against any liability arising out of
the  ownership,  use,  occupancy  or  maintenance  of the Premises and all areas
appurtenant  thereto.  Such  insurance  shall be in an  amount  of not less than
$1,000,000.00  for  injury  to or death of one  person  in any one  accident  or
occurrence  and in an  amount of not less than  $3,000,000.00  for  injury to or
death of more than one person in any one accident or occurrence.  Such insurance
shall further  insure  Sublessor and  Sublessee  against  liability for property
damage of at least  $1,000,000.00.  The  limits  of said  insurance  shall  not,
however, limit the liability of Sublessee hereunder. If the Sublessee shall fail
to procure and  maintain  said  insurance  the  Sublessor  may, but shall not be
required to, procure and maintain the same, but at the expense of Sublessee.

         7.3. Property Insurance. The insuring party shall   obtain and keep  in
force during the term of this  Sublease a policy or policies of insurance to the
extent of the full insurable value of the Premises (and in no event less than to
the extent of full replacement  cost coverage),  against loss or damage by fire,
tornado, windstorm, flood and other hazards and casualties with uniform standard
extended  coverage  endorsement  limited only as may be provided in the standard
form  of  extended  coverage  endorsement  at the  time in use in the  State  of
Georgia.  Said  insurance  shall  provide  for payment  for loss  thereunder  to
Sublessor,  the Credit  Obligor,  the Trustee and the Issuer (as their interests
may  appear).  If the  insuring  party shall fail to procure and  maintain  said
insurance  the other party may,  but shall not be  obligated  to,  procure  such
insurance,  but at the expense of Sublessee.  All policies  shall be in form and
content acceptable to the Issuer, Trustee, Credit Obligor and Sublessor.

         7.4. Flood Insurance. The insuring party shall obtain and keep in force
during the term of this Sublease a policy or policies of flood  insurance  under
the  national  flood  insurance  program   established  by  the  Flood  Disaster
Protection Act of 1973, as at any time amended, only during such times while the
Premises are  eligible  under such  program,  in an amount at least equal to the
principal  amount of the Bonds  Outstanding (as defined in the Indenture),  with
information  as to such amount to be provided by  Sublessor  to  Sublessee  when
necessary,  or to the maximum limit of coverage made  available  with respect to
the Premises under said Act, whichever is less.

         7.5. Use and Occupancy Insurance. Sublessee shall obtain    and keep in
force during the term of this Sublease a policy or policies of use and occupancy
insurance (or business  interruption or risk insurance)  covering  suspension or
interruption of the Sublessee's  operations at the Premises in whole or in part,
with such exemptions as are customarily  imposed by insurers,  covering a period
of suspension or  interruption of at least six months with a minimum limit in an
amount equal to 100% of the maximum  amount to be paid as debt service under the
Indenture or rent payments under this Sublease, whichever is greater.

         7.6. Insurance Policies. (a) The insuring party shall deliver    to the
other party copies of policies of such insurance or  certificate  evidencing the
existence and amounts of such insurance with loss payable  clauses  satisfactory
to  Sublessor.  No such policy  shall be  cancelable  or subject to reduction of
coverage or other  modifications  except  after  thirty (30) days prior  written
notice to Sublessor. If Sublessee is the insuring party, Sublessee shall, within
thirty (30) days prior to the  expiration of such  policies,  furnish  Sublessor
with renewals or "binders"  thereof,  or Sublessor may order such  insurance and
charge the cost thereof to Sublessee,  which amount shall be payable  forthwith,
upon  Sublessor's  demand,  reimburse  Sublessor  for  any  additional  premiums
attributable  to any act or omission or  operation  of  Sublessee  causing  such
increase in the cost of insurance.

                  (b) All policies evidencing the   insurance   required  herein
shall be taken out and maintained in generally recognized  responsible insurance
companies,  qualified  under  the laws of the  State of  Georgia  to  assume  to
respective risks  undertaken.  All such insurance  policies shall name as either
loss payee or additional insureds the Sublessor,  the Credit Obligor, the Issuer
and the Trustee (as their respective  interests shall appear) and shall contain,
where  appropriate,  standard  mortgage  clauses  providing  for (i) all  losses
thereunder  in excess of $50,000  to be paid to the  Trustee  or, if  applicable
under the  Financing  Documents,  the Credit  Obligor;  provided that all losses
(including those in excess of $50,000) may be adjusted by Sublessor,  subject to
the approval of the  Sublessee  which shall not be  unreasonably  withheld,  and
subject, in the case of any single loss in excess of $50,000, to the approval of
the Trustee and the Credit  Obligor to the extent  required  under the Financing
Documents;  (ii) all losses  thereunder  relating to property that is subject to
this Sublease but not subject to the Lease Agreement to be paid to the Sublessor
(to the extent  permitted under the Financing  Documents);  and (iii) all losses
thereunder  relating to personal  property of  Sublessee  that is not subject to
this  Sublease to be paid to the  Sublessee.  The  Sublessee  may insure under a
blanket policy or policies.

                  (c) Each insurance policy required to be   carried   hereunder
shall contain,  to the extent  obtainable,  an agreement by the insurer that (1)
Sublessee may not,  without the consent of the Sublessor,  Credit  Obligor,  the
Issuer and the Trustee,  cancel such insurance or sell, assign or dispose of any
interest in such  insurance,  policy or any proceeds  thereof,  (2) such insurer
shall notify the Sublessor,  the Credit  Obligor,  the Issuer and the Trustee if
any premium is not paid when due or if any such  policy is not renewed  prior to
the  expiration  thereof,  and (3) such insurer  shall not  materially  amend or
cancel any such policy except on 30 day's prior written notice to the Sublessor,
the Credit Obligor, the Issuer and the Trustee.

                  (d) The Sublessee shall deposit with the   Sublessor,  Trustee
and Credit Obligor a certificate  or  certificates  of the  respective  insurers
attesting the fact that all policies  evidencing  the  insurance  required to be
carried  hereunder  are in force and  effect.  Upon the  expiration  of any such
policy,  the Sublessee shall furnish to the Credit Obligor,  the Trustee and the
Sublessor evidence  reasonably  satisfactory to the Credit Obligor,  the Trustee
and the  Sublessor  that such  policy has been  renewed or  replaced  by another
policy or that there is no necessity therefor under this Sublease.

         7.7. Waiver of Subrogation. Sublessee and Sublessor each waives any and
all rights  against the other,  or against the officers,  employees,  agents and
representatives  of the other,  for loss or damage to such waiving  party or its
property or the property of others under its control,  where such loss or damage
is insured  against under an insurance  policy in force at the time of such loss
or damage.  Sublessee  and  Sublessor  shall,  upon  obtaining  the  policies of
insurance  required  hereunder,  give notice to the insurance  carriers that the
foregoing mutual waiver of subrogation is contained in this Sublease.

         7.8. Hold Harmless. Subject to any rights  to   indemnification   which
Sublessee  may have  against  Sublessor  under the  Purchase  Agreement,  but in
addition to and not in lieu of any rights to indemnification which Sublessor may
have  against  Sublessee  under  the  Purchasing   Agreement,   Sublessee  shall
indemnify,  defend and hold  Sublessor,  its  officers,  directors  and partners
harmless from any and all claims  (including any claims for indemnity  under the
Lease  Agreement  (as  defined in Section 1 hereof)  and/or  related  documents)
arising from Sublessee's use of the Premises or from the conduct of its business
or from any  activity,  work or things  which may be  permitted  or  suffered by
Sublessee in or about the Premises and shall further indemnify,  defend and hold
Sublessor,  its officers,  directors and partners  harmless from and against any
and all claims  (including  any claims for indemnity  under the Lease  Agreement
and/or related  documents) arising from any breach or default in the performance
of any  obligation on Sublessee's  part to be performed  under the provisions of
this Sublease or arising from any  negligence of Sublessee or any of its agents,
contractors,  employees  or invitees  and from any and all direct  out-of-pocket
costs,  attorney's fees, expenses and liabilities incurred in the defense of any
such claim or any action or proceeding brought thereon. Subject to any rights to
indemnification  which  Sublessee may have against  Sublessor under the Purchase
Agreement,  but in addition to and not in lieu of any rights to  indemnification
which  Sublessor  may have against  Sublessee  under the  Purchasing  Agreement,
Sublessee  hereby assumes all risk of damage to property or injury to persons in
or about the Premises from any cause,  and Sublessee hereby waives all claims in
respect thereof against Sublessor, excepting where said damage arises out of the
negligence of Sublessor, its officers, directors and partners.

         7.9. Exemptions of Sublessor from   Liability. Subject to any rights to
indemnification  which  Sublessee may have against  Sublessor under the Purchase
Agreement,  but in addition to and not in lieu of any rights to  indemnification
which  Sublessor  may have against  Sublessee  under the  Purchasing  Agreement,
Sublessee  hereby  agrees  that  Sublessor  shall  not be liable  for  injury to
Sublessee's business or any loss of income therefrom or for damage to the goods,
wares,  merchandise  or other  property  of  Sublessee,  Sublessee's  employees,
invitees,  customers,  or any other person in or about the Premises; nor, unless
through  its  active  negligence,  shall  Sublessor  be liable for injury to the
person of Sublessee,  Sublessee's employees, agents or contractors and invitees,
whether  such  damage  or  injury is caused  by or  results  from  fire,  steam,
electricity,  gas, water or rain, or from the breakage, leakage,  obstruction or
other  defects  of  pipes,   sprinklers,   wires,   appliances,   plumbing,  air
conditioning  or lighting  fixtures,  or from any other cause,  whether the said
damage or injury results from conditions arising upon the Premises or upon other
portions of the building of which the Premises are a part, or from other sources
or places and  regardless  of whether  the cause of such damage or injury or the
means of repairing the same is inaccessible to Sublessor or Sublessee. Sublessor
shall not be liable for any damages arising from any act or neglect of any other
sublessee, if any, of the building in which the Premises are located.


8. DAMAGE OR DESTRUCTION.

         8.1. Damage or Destruction. (a) In the   event the improvements on the
Premises or any part thereof shall have been damaged or destroyed,  partially or
totally, from any cause whatsoever, whether or not such damage or destruction is
covered by any insurance  required to be maintained under Article 7, (A) to such
extent that,  in the  reasonable  opinion of Sublessor,  the Premises  cannot be
reasonably restored within a period of four consecutive months  substantially to
the condition thereof immediately  preceding such damage or destruction,  or (B)
to such extent that, in the  reasonable  opinion of Sublessor,  the Sublessee is
thereby  prevented from carrying on its normal  operations at the Premises for a
period  of four  consecutive  months,  or (C) to such  extent  that  the cost of
restoration  thereof  would  exceed by more than  $50,000  the net  proceeds  of
insurance  carried thereon  pursuant to the  requirements of this Sublease,  and
Sublessor  thereby  has the  option to  purchase  the  Premises  under the Lease
Agreement,  then Sublessee  shall have the following  options,  provided that if
Sublessee has not provided  written  notice of the option it has elected  within
twenty  (20)  days  following  the  event  giving  rise to these  options,  then
Sublessee shall be deemed to have elected the first option:

                  (1) Sublessee may elect to terminate this Sublease upon thirty
                      (30) days written notice, shall surrender  the Premises to
                      Sublessor in accordance with the   terms of this Sublease,
                      and Sublessor shall be   entitled   to all proceeds of any
                      insurance maintained   under Section 7.3,   and  Sublessee
                      shall do all things    necessary, and cooperate fully with
                      Sublessor, to   provide that the proceeds of any insurance
                      maintained  under Section 7.3 are paid to Sublessor.

                  (2) Optionee may elect to exercise its Option under Article 12
                      of this Sublease to purchase the Premises  or exercise the
                      Leasehold Option, in accordance   with   the   terms   and
                      conditions of Article 12;  and   the   proceeds   of   any
                      insurance maintained under Section   7.3  shall be paid to
                      the Sublessor to the extent of   the  Option   Price   and
                      thereafter to the Optionee, subject to any requirements to
                      the contrary under the  Indenture, Lease Agreement, Credit
                      Obligor Mortgage or other Financing Documents;

                  (3) Sublessee may elect to have Sublessor repair, restore, and
                      rebuild the Premises substantially  to   their   condition
                      existing immediately prior to such   damage or destruction
                      out of available   insurance   proceeds,   and the parties
                      hereto shall enter into an  amended and restated  sublease
                      agreement containing  substantially the same   terms   and
                      conditions contained herein, subject to the following:

                                    (i)  the term of such amended and   restated
                                    sublease  agreement shall be six years  from
                                    the date  of   the event giving rise to this
                                    option;

                                    (ii) Sublessee shall pay to   Sublessor   as
                                    rent for the Premises monthly payments in an
                                    amount   equal to the rent payment due under
                                    this   Sublease  for the month in which  the
                                    event giving   rise  to  this option occurs,
                                    provided that the rent payment due for April
                                    2001 and each month thereafter shall not  be
                                    less than $35,107, and provided further that
                                    such rent payments   due  shall increase for
                                    each two   year period, beginning on October
                                    2, 2002 if the   event giving   rise to this
                                    option occurs prior thereto or  otherwise on
                                    the date that is two years after the date of
                                    the event giving rise to   this   option and
                                    each two-year anniversary   date thereafter,
                                    according to the following formula, applying
                                    the definitions set   forth   in Section 4.3
                                    hereof except that the    expression "yearly
                                    period" shall mean each yearly period of the
                                    term dating from each     anniversary of the
                                    effective date of such amended and  restated
                                    sublease if the event    giving rise to this
                                    option occurs on or after   October 2, 2000:
                                    If   the   price   index   during  the   two
                                    immediately preceding yearly   periods shall
                                    increase over the base index, then the fixed
                                    monthly rental for the two succeeding yearly
                                    periods, beginning with the first day of the
                                    first succeeding yearly   period,   shall be
                                    increased in the same proportion   that  the
                                    increase in the price index  over  such  two
                                    year period bears to the base index;

                                    (iii) Spann and each other member of
                                    Optionee   shall    each    personally   and
                                    unconditionally guarantee the payment of all
                                    rent payments due from  Sublessee   in   the
                                    first four years of the term of such amended
                                    and restated sublease in a form  of guaranty
                                    substantially    similar  to   the  guaranty
                                    executed by Optionee in connection  with the
                                    Purchase Agreement;

                                    (iv) such amended  and   restated   sublease
                                    shall thereby grant to Optionee the  options
                                    set forth in Article 12 of  this Sublease on
                                    the terms and  conditions   set   forth   in
                                    Article 12 of this Sublease except that  the
                                    Option Price shall be as follows: an  amount
                                    equal to (I) $3,593,000 plus (II) the amount
                                    of   any   premium   paid   or to be paid by
                                    Sublessor on any optional redemption of  the
                                    Bonds under the Indenture  made   prior   to
                                    April   1,  2006,   in   connection     with
                                    Sublessor's   exercise of   its   option  to
                                    purchase the Premises pursuant to Article 11
                                    of the Lease Agreement, and  less  (III)  an
                                    amount equal to  seventy-five percent  (75%)
                                    of the aggregate rental  payments  paid   by
                                    Sublessee to Sublessor under the Sublease or
                                    the amended and restated sublease   prior to
                                    the date giving rise to   the   option,  and
                                    twenty-five percent (25%) of  the  aggregate
                                    rental payments   paid   by   Sublessee   to
                                    Sublessor under the amended   and   restated
                                    sublease after the effective date   of   the
                                    event giving rise to this option and   prior
                                    to the exercise of the Option.

                                            In the event that Sublessee   elects
                                    this option (3), such   repair,  restoration
                                    and rebuilding (all of  which   are   herein
                                    called "repair") shall be commenced within a
                                    reasonable  time   after   such  damage  and
                                    destruction   and   shall   be    diligently
                                    prosecuted to  completion,   and   Sublessor
                                    shall cooperate   with and   give good faith
                                    consideration to   requests from   Sublessee
                                    with respect to such repair, restoration and
                                    rebuilding, provided    that the   foregoing
                                    shall not be construed to obligate Sublessor
                                    in any way to take or   omit   any action in
                                    connection   therewith   which   would cause
                                    Sublessor to  incur   any liability,   or to
                                    incur   repair  expense or other expenses in
                                    excess of  available   insurance   proceeds.
                                    There shall be no   abatement  of rent or of
                                    any other obligation of Sublessee  hereunder
                                    by reason of such damage or destruction. The
                                    proceeds of any insurance maintained   under
                                    Section 7.3 shall be paid to Sublessor   for
                                    payment of the cost   and   expense  of  the
                                    repair. In   the   event  that the insurance
                                    proceeds are insufficient to cover the total
                                    cost of repair, then any amounts   in excess
                                    thereof required to   complete  the   repair
                                    shall be paid by the  Sublessee   and   such
                                    payment obligation shall  be   part   of the
                                    personal guaranty of Spann and  each   other
                                    member of Optionee.

Notwithstanding any of the foregoing, in the event and to the extent that the
Indenture, the Lease Agreement, the Credit Obligor Mortgage or any of the
Financing Documents do not permit the effectuation of the foregoing
arrangements, then the provisions of the Indenture, the Lease Agreement, the
Credit Obligor Mortgage and such other Financing Documents shall control.

                  (b) In the event the improvements on the Premises or any part
thereof  are  damaged  or  destroyed,  partially  or  totally,  from  any  cause
whatsoever,  whether  or not  such  damage  or  destruction  is  covered  by any
insurance  required  to be  maintained  under  Article  7,  but such  damage  or
destruction  is not to  such  extent  described  in  clause  (A),  (B) or (C) of
subsection  8.1(a) above,  then the Sublessor shall repair,  restore and rebuild
the Premises to substantially their condition existing immediately prior to such
damage or destruction and this Sublease shall continue in full force and effect.
Such  repair,  restoration  and  rebuilding  (all of  which  are  herein  called
"repair")  shall be  commenced  within a  reasonable  time after such  damage or
destruction  and shall be  diligently  prosecuted to  completion,  and Sublessor
shall  cooperate  with  and give  good  faith  consideration  to  requests  from
Sublessee with respect to such repair, restoration and rebuilding, provided that
the foregoing shall not be construed to obligate Sublessor in any way to take or
omit any action in connection therewith which would cause Sublessor to incur any
liability,  or to incur  any  repair  expense  or other  expense  in  excess  of
available  insurance  proceeds.  There shall be no  abatement  of rent or of any
other obligation of Sublessee hereunder by reason of such damage or destruction.
The  proceeds of any  insurance  maintained  under  Section 7.3 shall be paid to
Sublessor  for payment of the cost and  expense of the repair.  In the event the
insurance proceeds are insufficient to cover the total cost of repair,  then any
excess  thereof  required to complete the repair shall be paid by the Sublessee.
Notwithstanding  the  foregoing,  in  the  event  and  to the  extent  that  the
Indenture,  the Lease  Agreement,  the  Credit  Obligor  Mortgage  or any of the
Financing   Documents  do  not  permit  the   effectuation   of  the   foregoing
arrangements,  then the provisions of the Indenture,  the Lease  Agreement,  the
Credit Obligor Mortgage and such other Financing Documents shall control.

         8.2. Damage Near End of Term. If the Premises   are partially destroyed
or damaged  during the last ninety (90) days of the initial term or renewal term
of this Sublease,  Sublessor may, at  Sublessor's  option,  cancel and terminate
this Lease as of the date of occurrence of such damage by giving  written notice
to Sublessee of Sublessor's  election to do so within thirty (30) days after the
date of occurrence of such damage;  provided,  however, that in the case of such
damage or  destruction  during the last ninety (90) days of the initial  term of
this Sublease,  if Sublessee has delivered written notice of its exercise of its
option to renew  pursuant to Section 3.3 hereof prior to the  occurrence of such
damage or destruction,  then Section 8.1 shall apply; provided further, however,
that in the case of such damage or destruction  during the last ninety (90) days
of the renewal term of this Sublease,  if Sublessee has delivered written notice
of its exercise of the Option or Leasehold Option under Section 12, then Section
8.1(a)(2) shall apply.

         8.3. Prorations.  Upon termination of this Sublease  pursuant to   this
Article, a  pro rata adjustment of rent based upon a thirty (30) day month shall
be made.


9. REAL PROPERTY TAXES.

         9.1. Payment of Taxes. Sublessee shall pay  all real   property   taxes
applicable  to the  Premises  during  the  term of  this  Sublease,  subject  to
proration as provided in Section  5.4(d) above.  All such payments shall be made
on a current  year's  basis on or before the date such taxes are due under state
law for such year.  If  Sublessee  shall fail to pay any such  taxes,  Sublessor
shall have the right to pay the same, in which case  Sublessee  shall repay such
amount to  Sublessor  with  Sublessee's  next  rent  installment  together  with
interest at the rate of eighteen (18%) percent per annum.

         9.2. Definition of "Real Property Tax". As used herein,  the term "real
property tax" shall include any form of assessment, license fee, rent tax, levy,
penalty or tax (other than income,  inheritance or estate taxes), imposed by any
authority having the direct or indirect power to tax,  including any city, state
or federal government,  or any school,  agricultural,  lighting,  drainage, fire
protection,  library or other improvement district thereof, as against any legal
or equitable  interest of  Sublessor in the Premises or in the real  property of
which the Premises are a part,  and Sublessee  shall pay any and all charges and
fees  which may be  imposed by the EPA or other  similar  government  regulatory
authority,   except  to  the  extent  such  charges  and  fees  are  subject  to
indemnification by Sublessor under the Purchase Agreement.

         9.3. Joint Assessment. If the Premises are   not separately   assessed,
Sublessee's  liability  shall be an equitable  proportion  of the real  property
taxes  for all of the  land  and  improvements  included  with  the  tax  parcel
assessed,  such  proportion to be determined  by Sublessor  from the  respective
valuations  assigned in the assessor's work sheets or such other  information as
may be reasonably available.  Sublessor's  reasonable  determination thereof, in
good faith, shall be conclusive.


         9.4. Personal Property Taxes. (a) Sublessee  shall pay  on   a  current
year's  basis on or  before  the date  such  taxes  are due each  year all taxes
assessed  against  and  levied  upon  leasehold  improvements,  trade  fixtures,
furnishings, equipment and all other personal property of Sublessee contained in
the  Premises or elsewhere  subject to  proration as provided in Section  5.4(d)
above.  Sublessee  shall  cause said  leasehold  improvements,  trade  fixtures,
furnishings, equipment and all other personal property to be assessed and billed
separately from the real property of Sublessor.

                  (b) If any of Sublessee's said   personal   property  shall be
assessed with Sublessor's real property, Sublessee shall pay Sublessor the taxes
attributable  to  Sublessee  within  ten (10) days  after  receipt  of a written
statement  setting  forth the taxes  applicable  to  Sublessee's  property.

10.UTILITIES.  Sublessee  shall  pay  for  all water, gas, heat,  light,  power,
telephone,  sewer, refuse disposal, and other utilities and services supplied to
the Premises,  together with any taxes thereon, subject to proration as provided
in  Section  6.1  above.  If any such  services  are not  separately  metered to
Sublessee,  Sublessee  shall pay a reasonable  proportion  to be  determined  by
Sublessor of all charges jointly  metered with other  premises.  The Sublessor's
good faith  determination  of the proportion of jointly metered  utilities to be
paid by the Sublessee shall be conclusive.


11.ASSIGNMENT AND SUBLETTING.

         11.1. Sublessor's Consent   Required. Neither   Sublessee  nor Optionee
shall voluntarily or by operation of law assign, transfer,  mortgage, sublet, or
otherwise  transfer or encumber  all or any part of  Sublessee's  or  Optionee's
interest in this  Sublease,  the Premises,  the Option or the  Leasehold  Option
without  Sublessor's prior written consent,  which Sublessor may withhold in its
sole  discretion.  Any transfer of  Sublessee's  or Optionee's  interest in this
Sublease,  the Premises,  the Option or the Leasehold  Option from  Sublessee or
Optionee by merger,  consolidation,  or liquidation, or by any subsequent change
in the  direct or  indirect  ownership  of thirty  (30%)  percent or more of the
capital stock of Sublessee or Optionee  shall be deemed a prohibited  assignment
within the  meaning of this  Article.  Sublessee,  Optionee  and  Spann agree to
notify  Sublessor  in the event that any other  manufacturer  of modular  homes,
modular  units,  non-residential  units or  manufactured  homes  is or  becomes,
directly or indirectly, an equity owner of Sublessee or Optionee.

         11.2. No Release of Sublessee. Unless Sublessor's  consent  is obtained
under Section 11.1 above, no subletting or assignment shall release Sublessee of
Sublessee's  obligations to pay the rent and to perform all other obligations to
be performed by Sublessee hereunder for the term of this Sublease or release any
person   from   obligations   under  the   guaranty   contemplated   by  Section
8.1(a)(3)(iii).  The acceptance of rent by Sublessor from any other person shall
not be deemed to be a waiver by Sublessor of any  provision  hereof.  Consent to
one  assignment  or  subletting  shall not be deemed  consent to any  subsequent
assignment or subletting.

12.OPTION TO PURCHASE. (a) Optionee  is hereby granted an option to purchase the
Premises  by giving  ninety  (90) days  written  notice of the  exercise of such
option to Sublessor on or after the earlier of the date that is ninety (90) days
prior to April 1, 2004 or the date on which the  Sublessor  acquires  fee simple
title to the  Premises,  provided  that this  Sublease  is then in effect in its
original term or any renewal thereof (said option to purchase the Premises being
hereinafter  referred  to as the  "Option").  The  purchase  price to be paid by
Optionee to Sublessor  at the closing in the event the Option is  exercised  and
the sale of the  Premises is  consummated  pursuant  thereto  shall be an amount
equal  to  (i)  Three  Million  Five  Hundred   Ninety-three   Thousand  Dollars
($3,593,000) plus (ii) the amount of any premium paid or to be paid by Sublessor
on any optional  redemption of the Bonds under the Indenture made prior to April
1, 2006, in connection with  Sublessor's  exercise of its option to purchase the
Premises pursuant to Article 11 of the Lease Agreement, and less (iii) an amount
equal to fifty percent (50%) of the aggregate  rental payments paid by Sublessee
to Sublessor hereunder prior to the exercise of the Option (the "Option Price"),
payable in cash at the closing  (the  "Closing")  of such sale,  and shall be in
addition to any rent or other sums  theretofore  paid or payable by Sublessee to
Sublessor  under this  Sublease  through  the  period  ending on the date of the
Closing (the "Closing Date").

                  (b) In the event Optionee gives   notice  to  Sublessor of the
exercise  of the Option,  Sublessor  agrees to use its  commercially  reasonable
efforts to acquire title to the Premises, which shall be fee simple title in the
case of the Premises, from the Issuer, including, without limitation, curing any
defaults  under the Lease  Agreement,  taking such steps as may be  necessary to
provide  for  the  payment  in full of the  Indenture  Indebtedness,  thereafter
exercising  its option to purchase  the Premises  under  Article 11 of the Lease
Agreement,  terminating the Lease Agreement and otherwise taking such actions as
may  be  necessary  to  provide  for  the  payment  in  full  of  the  Indenture
Indebtedness and the discharge of the Indenture.  Sublessor shall be entitled to
make its  obligations to acquire such title  contingent  upon a  contemporaneous
closing of the  purchase of the  Premises  pursuant to the Option.  In the event
Sublessor  exercises its  commercially  reasonable  efforts as  aforesaid,  such
acquisition  of  title  shall be a  condition  precedent  to the  enforceability
against  either  Sublessor  or Optionee of the Option  granted  hereunder or the
exercise thereof.  In the event that Optionee  exercises this Option after April
1,  2004,  and  Sublessor  exercises  its  commercially  reasonable  efforts  as
aforesaid but does not acquire such title within a reasonable time, then, at the
election of  Sublessee,  Sublessor  and  Sublessee  shall  amend this  Sublease,
effective  as of the date  that is 90 days  after  the  date on which  Sublessor
notifies  Sublessee of the  inability to acquire such title,  to: (1) extend the
term of this Sublease to April 1, 2009, (2) adjust the rent due each month under
this Sublease, as amended, to equal the monthly rent payment due by Sublessor to
Issuer or such other party as  provided  under the Lease  Agreement  as and when
due, and (3) delete the language  currently set forth in Article  12(a)(iii) and
insert the  following in its place:  "an amount equal to fifty  percent (50%) of
the aggregate rental payments paid by Sublessee to Sublessor  hereunder prior to
the effective  date of such  amendment to this Sublease and one hundred  percent
(100%) of the  aggregate  rental  payments  paid by the  Sublessee  to Sublessor
hereunder  after the effective date of such amendment to this Sublease and prior
to the subsequent effective exercise of the Option (the "Option Price")."

                  (c) Optionee shall have the right, at its expense  (except  as
provided in Subsection  (d) hereof),  to conduct an  examination  of Sublessor's
title to the Premises and, in the judgment of Optionee,  exercised in good faith
and based upon such examination, if such title is not at any time in a condition
satisfactory  to  Optionee,  Optionee  shall  have the  right  to  elect  not to
consummate  the purchase of the Premises by written notice given to Sublessor at
any time prior to the  consummation of said purchase;  provided,  however,  that
Optionee shall be deemed satisfied with the Permitted  Encumbrances  (other than
the Financing Documents). Optionee agrees to give Sublessor prompt notice in the
event it  obtains  knowledge  of any fact or  matter  constituting  a defect  in
Sublessor's title, and in the event the title is defective,  Sublessor agrees to
use its best efforts to promptly correct such defect. Optionee's election not to
consummate the purchase of the Premises as herein provided shall not affect this
Sublease nor in any way limit or affect  Optionee's right to exercise the Option
at a later  time  during the term of this  Sublease  or any  renewal  thereof as
provided in subsection (a) of this Section 12.

                  (d) The Closing of the purchase of the Premises   provided for
in this  Section 12 shall  take  place at the end of the ninety  (90) day notice
period  provided for herein,  or at the election of Sublessor at any time within
thirty (30) days  thereafter,  or at such other time as the parties may mutually
agree upon in writing.  At the Closing of the purchase  pursuant to the exercise
of the Option,  the Sublessor  shall upon receipt of the Option Price deliver to
the  Optionee a deed,  bill of sale and such other  documents  conveying  to the
Optionee the Premises as such  Premises then exists,  subject to the  following:
(i) all easements or other rights, if any, required to be reserved by the Issuer
under the terms and  provisions  of the  option  to  purchase  exercised  by the
Sublessor,  or  required to be  reserved  by the  Sublessor  under the terms and
provisions of the Option being  exercised by the Optionee;  (ii) those liens and
encumbrances,  if any, to which title to the Premises was subject when  conveyed
to the Sublessor; (iii) those liens and encumbrances created by the Sublessee or
Optionee or to the  creation or  suffering  of which the  Sublessee  or Optionee
consented;  (iv) those liens and encumbrances  resulting from the failure of the
Sublessee  or Optionee to perform or observe any of the  agreements  on its part
contained in this Sublease;  and (v) the Permitted  Encumbrances (other than the
Financing Documents).

                  (e) The right  to  exercise  the Option shall  expire upon the
expiration or earlier  termination  of the original term of this Sublease if not
renewed,  and if renewed,  upon the  expiration  or earlier  termination  of the
renewal term of this Sublease.

                  (f) In the alternative to   exercising the Option provided for
in  subparagraphs  (a)  through (e)  hereof,  Optionee  shall have the right and
option (the  "Leasehold  Option")  herein  granted by the  Sublessor  to acquire
subject to the terms and  conditions  of Article 8 of the Lease  Agreement,  the
leasehold interest of the Sublessor in the Lease Agreement (including the option
to  purchase) by giving  ninety (90) days written  notice of the exercise of the
Leasehold  Option to the Sublessor  during the original term of this Sublease or
during any renewal  thereof.  The purchase  price payable by the Optionee in the
event of the exercise of the Leasehold Option, which shall be payable in cash at
the  Closing,  shall be the  difference  between (a) the Option Price and (b) an
amount which, when added to the amount on deposit in the Bond Fund created under
the  Indenture,  would  be  sufficient  to pay in  full,  as of the  date of the
Closing,  the principal  amount and all accrued but unpaid interest with respect
to the Indenture  Indebtedness  (but  excluding  any premium  payable upon early
redemption  of the  Bonds  and  any  interest  on the  Bonds  which  has not yet
accrued).  Upon the consummation of such purchase,  the Sublessor will assign to
Optionee  all its right,  title and  interest  in the Lease  Agreement,  and the
Optionee will assume all the  obligations of Sublessor under the Lease Agreement
that accrue  after the Closing and  indemnify  and hold  harmless  Sublessor  on
account thereof.  Optionee further shall be entitled to the benefit of the title
matters  set forth in  subparagraphs  (c) and (d)  hereof.  Notwithstanding  the
foregoing,  Sublessor  shall be entitled to make the  exercise of the  Leasehold
Option  and its  obligations  to  assign  its  leasehold  interest  in the Lease
Agreement  contingent  upon (1) the  release  of  Sublessor  and its  affiliates
(including  Cavalier  Homes,  Inc.) from any and all  obligations it or they may
have  under  that  certain  Credit  Guaranty  Agreement  dated  April 1, 1999 by
Cavalier  Homes,  Inc. in favor of First  Commercial  Bank,  that  certain  Bond
Guaranty and Continuing Disclosure Agreement dated April 1, 1999 by Sublessor in
favor of First Commercial Bank as Trustee,  and any other guaranty or guaranties
by Sublessor or any of its  affiliates  relating to the  Indenture  Indebtedness
and/or the Premises,  (2) the assumption by Sublessee of all  obligations  under
that certain Credit Agreement dated April 1, 1999 from Bellcrest Homes,  Inc. to
First Commercial Bank and the release of Sublessor and its affiliates (including
Cavalier  Homes,  Inc.) from any and all  obligations  it or they may have under
such Credit Agreement,  and (3) the release or  indemnification of Sublessor (on
terms and conditions  satisfactory to Sublessor in its sole discretion) from any
and all liabilities or obligations under the Lease Agreement, the Indenture, the
Credit Agreement and any other agreement(s)  related thereto. The Closing of the
exercise of the Leasehold  Option shall take place at the end of the ninety (90)
day notice  period  provided for herein,  or at the election of Sublessor at any
time within  thirty (30) days  thereafter,  or at such other time as the parties
may  mutually  agree upon in  writing.  At the  Closing of the  exercise  of the
Leasehold Option, Optionee shall deliver to Sublessor the purchase price payable
in the event of exercise of the Leasehold Option as provided  herein,  and shall
deliver  all  releases  of  guaranties,  indemnification  agreements  and  other
documents  and  instruments  required by Sublessor  pursuant to the  immediately
preceding sentence of this subsection (f).

                  (g) The right to exercise the Leasehold Option   shall  expire
upon the expiration or earlier termination of the original term of this Sublease
if not renewed,  and, if renewed,  upon the expiration or earlier termination of
the renewal term of this Sublease.

                  (h) In connection with the Closing of the Option, Optionee and
Sublessor  each agree to execute any and all documents  reasonably  requested by
counsel to the  parties  to  effectuate  the  transactions  contemplated  in the
foregoing subparagraphs.


<PAGE>



                  (i) The Sublessee, the   Optionee   and   Spann   each  hereby
stipulate  and  agree  that  the net  book  value of the  Premises  exceeds  the
Indenture indebtedness under the Financing Documents,  and the Letter of Credit.
the  Sublessee,  the Optionee and Spann each hereby  further  covenant and agree
that:

                           (1) neither the Sublessee, the Optionee   nor  Spann,
         nor any other person or entity acting by, on behalf of, in  conjunction
         with or through them, nor any other person or   entity   in   which the
         Sublessee, Optionee or Spann has an  ownership   interest or management
         position or is  an  officer,  director, or   manager (or has a  similar
         interest or position), will acquire or relet, directly or   indirectly,
         the Premises or any portion thereof from any person or entity under any
         circumstances whatsoever, including, without limitation, an acquisition
         or reletting of the Premises from the Credit Obligor,   the Trustee, or
         the Issuer (or any one or more of their  successors   or assigns)  upon
         foreclosure (or a transfer in lieu of   foreclosure) or termination  of
         the Mortgage or the Lease  Agreement  or  otherwise,  without   payment
         simultaneously therewith to or for the benefit of the Sublessor  of the
         Option Price as determined in Article 12(a)  (less the  amount  of  any
         payment obligations under the Financing Documents with respect to which
         Sublessor has been discharged)   hereof  that  would be payable  if the
         Optionee exercised such Option and closed the exercise of the Option on
         the date of such lease, acquisition, reletting or termination;

                           (2) neither the Sublessee, the   Optionee  nor Spann,
         nor any other person or entity acting by, on behalf of, in  conjunction
         with or through them, nor any other person or  entity  in   which   the
         Sublessee, Optionee or Spann has  an ownership  interest  or management
         position or is an   officer,  director or manager (or has   a   similar
         interest or position), will  lease the Premises or any portion  thereof
         from any person or entity, including, without limitation,  the   Credit
         Obligor, the Trustee, or  the  Issuer (or any  one  or  more   of their
         successors or assigns) upon exercise of remedies under the  Mortgage or
         otherwise, for rentals less than the amounts provided for  in   Article
         4.1 hereof or for purchase options less than the amounts  provided  for
         in Article 12 hereof, without payment   simultaneously  therewith to or
         for the benefit of the Sublessor of the Option Price  as  determined in
         Article 12(a) (less the amount  of  any payment  obligations under  the
         Financing  Documents   with   respect   to   which   Sublessor has been
         discharged) hereof that would be payable if the Optionee exercised such
         Option and closed the exercise of the Option on the date of such lease;

                           (3) The Sublessee, the Optionee and Spann agree  that
         in the event of a foreclosure (or transfer in lieu of foreclosure)   of
         the Mortgage or termination of the Lease Agreement or any other   event
         which results in the Sublessor,  Optionee or   Spann   attorning to any
         other person under the terms of   this   Sublease, the   Sublessee, the
         Optionee and Spann shall use their commercially reasonable best efforts
         to ensure that Sublessor   shall   be  entitled to receive   any  lease
         payments payable under this Sublease and any amount of the Option Price
         payable upon exercise of the Option or the Leasehold Option  in  excess
         of the amounts necessary to satisfy the Indenture Indebtedness  and the
         Sublessor's  obligations  under   the Lease   Agreement, subject to any
         rights of the Credit Obligor under the Financing Documents;



<PAGE>



                           (4) The intent of this   Section  12(i) is to  ensure
         that Sublessor will realize the benefits of the Option  Price  in   the
         event of any   foreclosure  (or transfer in lieu of foreclosure) of the
         Premises,  reletting   of the Premises or   termination of    the Lease
         Agreement  or  any other event which causes Sublessor to no longer have
         either an ownership interest in the Premises or a leasehold interest in
         the Lease Agreement, and each party to this Agreement   agrees   to use
         their best efforts to accomplish such result; and

                           (5) The provisions   of   this   Section 12(i)  shall
         survive the termination of this Sublease and shall remain in full force
         and effect until commencement of an action with respect thereto   shall
         be prohibited by law.


13.DEFAULTS; REMEDIES.

         13.1 Defaults. The occurrence   of   any one or more of the   following
events  shall  constitute  a default  and breach of this  Sublease by Sublessee:

                  (a) The vacating or abandonment of the Premises by Sublessee.

                  (b) The failure by Sublessee to make any payment of rent    or
any other payment required to be made by Sublessee  hereunder,  as and when due,
where such failure  shall  continue for a period of five (5) days after  written
notice thereof from Sublessor to Sublessee.

                  (c) The failure by   Sublessee  to  observe or perform  any of
the  covenants,  conditions  or  provisions  of this  Sublease to be observed or
performed by Sublessee,  other than described in Paragraph (b) above, where such
failure  shall  continue for a period of thirty (30) days after  written  notice
thereof from Sublessor to Sublessee,  specifying wherein Sublessee has failed to
perform  such  obligation,   provided,  however,  that  if  the  nature  of  the
Sublessee's  obligation is such that more than thirty (30) days are required for
performance  then  Sublessee  shall not be in  default  if  Sublessee  commences
performance within such 30-day period and thereafter  diligently  prosecutes the
same to completion,  provided that such completion must be accomplished not more
than sixty (60) days after such written notice from Sublessor.

                  (d) (i) The making by Sublessee of any general   assignment or
general  arrangement  for the    benefits of  creditors;  (ii)  the filing by or
against  Sublessee  of a  petition  to have  Sublessee  adjudged  a debtor  or a
petition for  reorganization or arrangement under any law relating to bankruptcy
(unless,  in the  case  of a  petition  filed  against  Sublessee,  the  same is
dismissed  within  sixty  (60) days,  (iii)  the  appointment  of  a  trustee or
receiver to take possession of substantially  all of Sublessee's  assets located
at the Premises or of Sublessee's interest in this Sublease, where possession is
not restored to  Sublessee  within   thirty (30) days; or (iv)  the  attachment,
execution or other judicial seizure of substantially  all of Sublessee's  assets
located at the Premises or of Sublessee's interest in this Sublease,  where such
seizure is not discharged within thirty (30) days.

         13.2. Remedies   on Default. In the event of any such default or breach
by Sublessee,  Sublessor may at any time  thereafter,  with or without notice or
demand and without  limiting  Sublessor  in the  exercise of any right or remedy
which Sublessor may have by reason of such default or breach:

                  (a) Terminate Sublessee's right to possession of the  Premises
by any lawful means,  in which case this Sublease shall  terminate and Sublessee
shall immediately  surrender possession of Premises to Sublessor.  In such event
Sublessor  shall be entitled to recover from  Sublessee all damages  incurred by
Sublessor by reason of Sublessee's  default  including,  but not limited to, the
cost of recovering possession of the Premises; expenses of reletting,  including
necessary renovation and alteration of the Premises, reasonable attorney's fees,
and any real estate commission actually paid; and the worth at the time of award
by the court having jurisdiction  thereof of the amount by which the unpaid rent
for the  balance of the term after the time of such award  exceeds the amount of
such rental loss for the same period that  Sublessee  proves could be reasonably
avoided.  Unpaid installments of rent or other sums shall bear interest from the
date due at the rate of eighteen (18%) percent per annum. In the event Sublessee
shall have  abandoned  the  Premises,  Sublessor  shall have the  option  of (i)
retaking  possession of the Premises and  recovering  from  Sublessee the amount
specified in this Article 13.2(a) or (ii) proceeding under Article 13.2(b).

                  (b) Maintain Sublessee's right to possession in   which   case
this  Sublease  shall  continue in effect  whether or not  Sublessee  shall have
abandoned the Premises.  In such event,  Sublessor  shall be entitled to enforce
all of Sublessor's rights and remedies under this Sublease,  including the right
to recover the rent as it becomes due hereunder.

                  (c) Pursue any other  remedy now or   hereafter   available to
Sublessor under the laws of judicial decisions of the state wherein the Premises
are located.

                  (d) In the   event   this   Sublease   terminates by reason of
Sublessor's re-entry under the terms and covenants contained in this Sublease or
by the ejectment of Sublessee by summary proceedings or otherwise,  or after the
abandonment of the premises by Sublessee,  or for any other reason, it is hereby
agreed  Sublessee shall remain liable and shall pay in monthly  installments the
rent which  accrues  subsequent  to any such  transaction.  Sublessee  expressly
agrees to pay as damages for the breach of the covenants herein  contained,  the
difference  between the rent due hereunder and the rent  collected and received,
if any, by Sublessor  during the remainder of the unexpired term, as the amounts
of such  difference or  deficiency  shall from time to time be  ascertained  and
written  notice  thereof  given to Sublessee at its last known  address.  Unless
otherwise  specifically  acknowledged by Sublessor,  in writing,  no exercise of
right  hereunder by Sublessor  shall be deemed an acceptance of surrender of the
Premises or a  termination  of  Sublessee's  liability  for payment of money due
hereunder.

                  (e) Upon default and after expiration of all applicable  grace
periods,   Sublessee  hereby   irrevocably   appoints  Sublessor  as  agent  and
attorney-in-fact of Sublessee, to enter upon the Premises in event of default by
Sublessee in the payment of any rent herein  reserved,  or in the performance of
any term,  covenant or  condition  herein  contained  to be kept or performed by
Sublessee,  and to remove any and all furniture and personal property whatsoever
situated upon the Premises.  Any and all property  which may be removed from the
Premises by the Sublessor  pursuant to the authority of this Sublease or law, to
which  Sublessee  is or may be  entitled,  may be handled,  removed or stored by
Sublessor at the risk, cost and expense of Sublessee,  and Sublessor shall in no
event  be  responsible  for the  value,  preservation  or  safekeeping  thereof.
Sublessee  shall pay to Sublessor,  upon demand,  all expenses  incurred in such
removal and all storage  charges against such property so long as the same shall
be in Sublessor's  possession or under Sublessor's control.  Sublessor may place
such  property in storage  for the account of, and at the expense of  Sublessee,
and if  Sublessee  fails to pay the cost of storing such  property  after it has
been stored for a period of ninety (90) days or more,  Sublessor may sell any or
all of such property in such manner and at such times and places as Sublessor in
its sole discretion may deem proper,  without notice to or demand upon Sublessee
for all payment of any part of such charges or the removal of any such  property
and shall apply the  proceeds of such sale first to the cost of expenses of such
sale, including reasonable  attorney's fees; second, to the payment of the costs
and  charges of storing  property;  third,  to the  payment of any other sums of
money which may then or thereafter be due to Sublessor from Sublessee  under any
of the terms hereof; and fourth, the balance, if any, to Sublessee.  The removal
and storage of Sublessee's property,  as above provided,  shall not constitute a
waiver of Sublessor's lien thereon.

         13.3. Default by Sublessor. Sublessor shall not be in   default   under
this  Sublease  unless  Sublessor  fails  to  perform  obligations  required  by
Sublessor  within a reasonable time, but in no event later than thirty (30) days
after written notice by Sublessee to Sublessor, specifying wherein Sublessor has
failed to perform  such  obligation,  provided,  however,  that if the nature of
Sublessor's  obligation is such that more than thirty (30) days are required for
performance  then  Sublessor  shall not be in  default  if  Sublessor  commences
performance within such 30-day period and thereafter  diligently  prosecutes the
same to completion,  provided that such completion must be accomplished not more
than sixty (60) days after such written notice from Sublessee.


14. CONDEMNATION. If the Premises or   any portion thereof are taken  under  the
power of eminent  domain,  or sold by the owner under the threat of the exercise
of said  power  (all of which is herein  referred  to as  "condemnation"),  this
Sublease  shall  terminate as to the part so taken as of the date the condemning
authority  takes  title or  possession,  whichever  first  occurs.  If more than
twenty-five percent (25%) of the floor area of the building on the Premises,  or
more than fifty  percent (50%) of the land area of the Premises not covered with
buildings, is taken by condemnation, Sublessor may terminate this sublease as of
the date the condemning  authority takes possession by notice in writing of such
election within twenty (20) days after  Sublessor shall have notified  Sublessee
of the taking or, in the absence of such  notice,  then within  twenty (20) days
after the condemning authority shall have taken possession.  If this Sublease is
not  terminated by Sublessor then it shall remain in full force and effect as to
the portion of the Premises  remaining,  provided the rental shall be reduced in
proportion to the floor area of the buildings taken within the Premises together
with the exterior land area of the Premises used by Sublessee in its  operations
and taken in  condemnation  as bears to the total  floor  area of all  buildings
located on the Premises  together  with all exterior land areas of the Premises.
In the event this  sublease  is not so  terminated  then  Sublessor  agrees,  at
Sublessor's sole cost, to as soon as reasonably possible restore the Premises as
nearly as  practicable  to a like quality and  character as existed prior to the
condemnation,   and  Sublessor   shall   cooperate  with  and  give  good  faith
consideration  to requests  from  Sublessor  with  respect to such  restoration,
provided that the foregoing shall not be construed to obligate  Sublessor in any
way to take or omit  any  action  in  connection  therewith  which  would  cause
Sublessor  to incur any  liability,  or to incur  any  repair  expense  or other
expense in excess of available  condemnation proceeds. All awards for the taking
of any part of the Premises or any payment made under the threat of the exercise
of the power of eminent  domain  shall be the  property of  Sublessor,  Trustee,
Credit  Obligor,  or such other  party  (other  than  Sublessee)  as  determined
pursuant to the terms of the Lease Agreement and related documents, whether made
as  compensation  for the diminution of value of the leasehold or for the taking
of the fee or as severance damages;  provided,  however, that Sublessee shall be
entitled  to any  award for loss or damage  to  Sublessee's  removable  personal
property and to Sublessee's  business.  All damages and compensation arising out
of  the  condemnation  of the  subleased  premises  and/or  the  Sublessee's  or
Sublessor's  leasehold  interests  therein  shall be payable  to the  Sublessor,
Trustee,  Credit  Obligor,  or  such  other  party  (other  than  Sublessee)  as
determined pursuant to the terms of the Lease Agreement and related documents.


15.GENERAL PROVISIONS.

         15.1. Statements. (a) Sublessee shall at any time upon  not  less  than
ten (10) days prior notice from Sublessor  execute,  acknowledge  and deliver to
Sublessor a statement in writing (i) certifying that this Sublease is unmodified
and in full  force and  effect  (or,  if  modified,  stating  the nature of such
modification and certifying that this Sublease, as so modified, is in full force
and effect) and the date to which the rent, security deposit,  and other charges
are paid in  advance,  if any,  and (ii)  acknowledging  that there are not,  to
Sublessee's knowledge,  any uncured defaults on the part of Sublessor hereunder,
or specifying such defaults,  if any, which are claimed.  Any such statement may
be conclusively relied upon by any prospective  purchaser or encumbrancer of the
Premises.

                  (b) Sublessee's  failure to deliver such statement within such
time shall be conclusive upon Sublessee (i) that this Lease is in full force and
effect, without modification except as may be represented by Sublessor,(ii) that
there are no uncured  defaults in  Sublessor's  performance,  and (iii) that not
more than one (1) month's rent has been paid in advance.

                  (c) If Sublessor,  Trustee,  Issuer or   Credit   Obligor,  as
applicable,  desires to finance or refinance the Premises,  or any part thereof,
Sublessee  hereby  agrees to  deliver  to any lender  designated  by  Sublessor,
Trustee,  Issuer or Credit Obligor, as applicable,  such financial statements of
Sublessee as may be reasonably  required by such lender.  Such statements  shall
include the past three (3) years'  financial  statements  of  Sublessee  or such
shorter time as Sublessee has been in existence.  All such financial  statements
shall  be  received  by  Sublessor,   Trustee,  Issuer  or  Credit  Obligor,  as
applicable,  in  confidence  and shall be used only for the purposes  herein set
forth.

         15.2. Severability.  The  invalidity of any provision of this  Sublease
as determined by a court of competent  jurisdiction,  shall in no way affect the
validity of any other provision hereof.

         15.3. Interest on Past-due Obligations. Except  as   expressly   herein
provided,  any amount due to Sublessee or Sublessor not paid when due shall bear
interest at the lesser of eighteen  percent  (18%) per annum or the maximum rate
permitted by applicable  law from the date due.  Payment of such interest  shall
not excuse or cure any default by Sublessee or Sublessor under this Sublease.

         15.4. Time of Essence.  Time is of the essence.

         15.5. Captions.  Article and paragraph captions are not a part   hereof
and are included solely for reference purposes.

         15.6. Incorporation of Prior Agreements. This Sublease, the    Purchase
Agreement  and the documents  executed in connection  with the Closing under the
Purchasing  Agreement  contain all agreements of the parties with respect to the
Premises.  No prior agreement or understanding or representations  pertaining to
the Premises shall be effective except as set forth herein. This Sublease may be
modified in writing  only,  signed by the parties in interest at the time of the
modification.

         15.7. Waivers. No waiver by Sublessor of any provision hereof  shall be
deemed a waiver of any other  provision  hereof or of any  subsequent  breach by
Sublessee  of the  same or any  other  provision.  Sublessor's  consent  to,  or
approval of, any act shall not be deemed to render  unnecessary the obtaining of
Sublessor's  consent to or  approval of any  subsequent  act by  Sublessee.  The
acceptance of rent hereunder by Sublessor shall not be a waiver of any preceding
breach by Sublessee of any provision hereof, other than the failure of Sublessee
to pay the particular rent so accepted,  regardless of Sublessor's  knowledge of
such preceding breach at the time of acceptance of such rent.

         15.8. Holding Over. If Sublessee remains in possession of  the Premises
or any part  thereof  after the  expiration  of the term hereof with the express
written  consent of Sublessor,  such occupancy  shall be a tenancy from month to
month at a rental in the  amount of 125% of the last  monthly  rental,  plus all
other  charges  payable  hereunder,  and upon the  terms  hereof  applicable  to
month-to-month tenancy.

         15.9. Cumulative  Remedies.  No remedy or election  hereunder shall  be
deemed  exclusive but shall,  wherever  possible,  be cumulative  with all other
remedies at law or in equity.

         15.10.Covenants and  Conditions.  Each  provision   of  this   Sublease
performable by Sublessee shall be deemed both a covenant and a condition.

         15.11.Binding Effect;  Choice of Law. This Sublease shall be    binding
upon the parties and their  successors in interest and  shall be construed under
the laws of the State of Georgia.

         15.12.Subordination. (a) This Sublease, at Sublessor's option, shall be
subordinate  to any  ground  lease,  mortgage,  deed  of  trust,  or  any  other
hypothecation  for security now or  hereafter  placed upon the real  property of
which the Premises  are a part and to any and all advances  made on the security
thereof and to all renewals,  modifications,  consolidations,  replacements  and
extensions thereof. Without limiting the foregoing,  Sublessee acknowledges that
this Sublease is  subordinate  to the liens,  mortgages and leases created under
the Financing Documents.  Notwithstanding such subordination,  Sublessee's right
to quiet  possession of the Premises  shall not be disturbed if Sublessee is not
in default and so long as  Sublessee  shall pay the rent and observe and perform
all of the  provisions  of this  Sublease,  unless this  Sublease  is  otherwise
terminated  pursuant to its terms.  If any  mortgage,  trustee or ground  lessor
shall elect to have this  Sublease  prior to the lien of its  mortgage,  deed of
trust or ground lease, and shall give written notice thereof to Sublessee,  this
Sublease shall be deemed prior to such mortgage, deed of trust, or ground lease,
whether this Sublease is dated prior or subsequent to the date of said mortgage,
deed of trust or ground lease or the date of recording thereof.

                  (b) Sublessee agrees  to  execute  any  documents  required to
effectuate such subordination or to make this Sublease  prior to the lien of any
mortgage, deed of trust or ground lease, as the case may be and failing to do so
within  ten (10)  days  after  written demand does hereby make,  constitute  and
irrevocably appoint Sublessor as Sublessee's attorney in fact and in Sublessee's
name, place and stead, to do so.

         15.13.Attorney's Fees. If either party named herein brings an   action
to enforce the terms hereof or declare rights hereunder, the prevailing party in
any such action, on trial or appeal, shall be entitled in addition to all  costs
and  expenses  incurred,  to his reasonable attorney's fees to  be  paid by  the
losing party as fixed by the court.

         15.14.Sublessor's Access. Sublessor and Sublessor's agents and Issuer,
Trustee,  Credit  Obligor  and their  agents  shall  have the right to enter the
Premises at reasonable times for the purpose of inspecting the same, showing the
same to prospective purchasers or lenders, and making such alterations, repairs,
improvements or additions to the Premises or to the building of which they are a
part as Sublessor may deem necessary or desirable. Sublessor, Issuer, Trustee or
Credit  Obligor may at any time place on or about the Premises any ordinary "For
Sale" and/or  identification signs and Sublessor may at any time during the last
one hundred  twenty (120) days of the term hereof place on or about the Premises
any ordinary "For Sale or Lease" signs,  all without rebate of rent or liability
to Sublessee.

         15.15.Auctions.  Sublessee  shall not place any auction  sign upon  the
Premises or conduct  any  auction  thereon  without    Sublessor's prior written
consent.

         15.16.Merger. The voluntary surrender of this Sublease  by   Sublessee,
or a mutual cancellation thereof, shall   not work a merger, and  shall, at  the
option of Sublessor, terminate all or any existing subtenancies or may, at   the
option of Sublessor, operate as an assignment to Sublessor of any or all of such
subtenancies.

         15.17.Corporate  Authority.  If  Sublessee  is  a   corporation,   each
individual executing this Sublease on behalf of said corporation represents  and
warrants that he is duly authorized to execute and deliver   this   Sublease  on
behalf of said corporation in accordance with a duly adopted resolution of   the
Board of Directors of said corporation or in accordance with the Bylaws of  said
corporation,   and   that   this Sublease   is binding  upon said corporation in
accordance with its terms.

         15.18.Sublessor's Liability. The liability of  the  Sublessor  pursuant
to this  Sublease  shall be limited to the greater of  $750,000  or  Sublessor's
interest in the Premises; and Sublessee, its successors and assigns hereby waive
all rights to proceed under this Sublease  against  Sublessor,  or the officers,
shareholders,  directors or partners of  Sublessor,  except to the extent of the
greater of $750,000 or their interest in the Premises. The term "Sublessor",  as
used in this  Article,  shall  mean  only  the  owner or  owners  at the time in
question of the fee title or its interest in a lease of the Premises, and in the
event of any transfer of such title or interest  Sublessor  herein named (and in
case of any  subsequent  transfers the then grantor)  shall be relieved from and
after  the  date of such  transfer  of all  liability  as  respects  Sublessor's
obligations thereafter to be performed, provided that Sublessee has consented to
such transfer,  which consent will not be  unreasonably  withheld,  and provided
further that any funds in the hands of Sublessor or the then grantor at the time
of such transfer, in which Sublessee has an interest,  shall be delivered to the
grantee. The obligations contained in this Sublease to be performed by Sublessor
shall, subject as aforesaid,  be binding on Sublessor's  successors and assigns,
only during their respective periods of ownership.

         15.19.INTENTIONALLY LEFT BLANK

         15.20.Delivery  Pursuant  to  Purchase  Agreement.  This  Sublease   is
executed and delivered pursuant to the Purchase Agreement, and is subject to all
of  the  terms  and  conditions   thereof,   including  without  limitation  the
indemnification provisions therein.

         15.21.Consents.  Whenever in this  Agreement any party has a right   to
consent to any action or matter,  such party shall be  entitled to withhold  its
consent in its sole and absolute discretion unless otherwise expressly provided.

         15.22.Memorandum of Sublease in Recordable Form. At the  request of any
party hereto at any time during the term of this  Sublease,  the parties  hereto
shall  execute  a  Memorandum  of  Sublease  in  Recordable  Form in a  mutually
agreeable  form  which  may be  recorded  at any  time  during  the term of this
Sublease at the election of any party hereto.


16. NOTICES.

         Whenever under this Sublease provision is made for any   demand, notice
or  declaration  of any kind,  or where it is deemed  desirable  or necessary by
either  party to give or serve any such  notice,  demand or  declaration  to the
other  party,  it shall be in writing and served  either  personally  or sent by
United States mail, postage prepaid,  by reputable  overnight courier service or
by facsimile with electronic confirmation,  addressed to the addresses set forth
herein below



the Sublessor at:               Cavalier Industries, Inc.
                                P.O. Box 540
                                Addison, Alabama 35540
                                Attention: Michael R. Murphy

To the Sublessee at:            Alliance Homes, Inc.
                                P.O. Box 266
                                Adrian, Georgia 31002
                                Attention: G. Hiller Spann

                                With a copy to:

                                Nexsen Pruet Jacobs & Pollard, LLP
                                P.O. Drawer 2426
                                Columbia, South Carolina 29202
                                Attention: G. Mark Knight

To the Optionee at:             All-Span Homes, LLC
                                P.O. Box 266
                                Adrian, Georgia 31002
                                Attention: G. Hiller Spann


17. SIGNATURES.

         The parties hereto have executed this Sublease at the place on the
dates specified immediately adjacent to their respective signatures.

                                                       "SUBLESSOR"

Executed at Birmingham, Alabama                 CAVALIER INDUSTRIES, INC.
            ---------------------------
on              10/2/00                         By: /s/ Michael R. Murphy
  -------------------------------------            -----------------------------
Witness by:  /s/ G. Mark Knight                 Its: President
           ----------------------------             ----------------------------
"SUBLESSEE"

Executed at Birmingham, Alabama                      ALLIANCE HOMES, INC.
           ----------------------------
on              10/2/00                         By: /s/ G. Hiller Spann
  -------------------------------------            -----------------------------
Witness by: /s/ G. Mark Knight                  Its: President
           ----------------------------             ----------------------------

                                                         "OPTIONEE"

Executed at Birmingham, Alabama                 AL-SPAN HOMES, LLC
           ----------------------------
on              10/2/00                         By: /s/ G. Hiller Spann
  -------------------------------------            -----------------------------
Witness by: /s/ G. Mark Knight                  Its: Manager
           ----------------------------             ----------------------------

                                                           "SPANN"

Executed at Birmingham, Alabama
           ----------------------------
on              10/2/00
  -------------------------------------             /s/ G. Hiller Spann
Witness by:  /s/ G. Mark Knight                   ------------------------------
           ----------------------------                 G. Hiller Spann