Exhibit 10(q)

                                                ASSUMPTION AGREEMENT


                  THIS  ASSUMPTION  AGREEMENT  (this  "Agreement")  dated  as of
January 2, 1997 is made by and among First  Commercial  Bank,  an Alabama  state
banking corporation (the "Lender"), Cavalier Homes, Inc., a Delaware corporation
("Cavalier  Homes"),  and the other entities whom are presently  Borrowers under
that certain  Revolving,  Warehouse and Term Loan Agreement dated as of February
17, 1994, as heretofore  amended  (Cavalier Homes and such other Borrowers being
herein  referred to as the  "Borrowers"),  and Cavalier  Manufacturing,  Inc., a
Delaware  corporation  ("CMI"),  and  Cavalier  Industries,   Inc.,  a  Delaware
corporation  ("CII") (each an "Assuming Entity" and collectively,  the "Assuming
Entities").


                                                  R E C I T A L S :


<PAGE>






                  Lender and Cavalier Homes, Cavalier Homes of Alabama, Inc., an
Alabama  corporation  ("CHA"),  Cavalier Town & Country of Texas,  Inc., a Texas
corporation (formerly Cavalier Homes of Texas, Inc.) ("CT&C"),  Star Industries,
Inc., a Delaware  corporation  ("Star"),  Buccaneer  Homes of Alabama,  Inc., an
Alabama corporation  ("BHA"),  Brigadier Homes of North Carolina,  Inc., a North
Carolina corporation ("BHNC"), Mansion Homes, Inc., a North Carolina corporation
("Mansion"),  Homestead Homes, Inc., a Georgia  corporation  ("Homestead"),  and
Cavalier Acceptance Corporation, an Alabama corporation ("Cavalier Acceptance"),
as Borrowers, have heretofore entered into a Revolving,  Warehouse and Term Loan
Agreement  dated as of  February  17,  1994,  as amended by that  certain  First
Amendment to Revolving,  Warehouse and Term Loan Agreement  dated March 14, 1996
(as the same has been  amended  to and  including  the date  hereof,  the  "Loan
Agreement").  Capitalized terms used in this Agreement, unless otherwise defined
herein, will have the meanings given to them in the Loan Agreement.

                  Under the terms of the Loan Agreement,  as amended, Lender has
agreed  to  lend  to  Borrowers  up to  $5,000,000  on a  revolving  basis  (the
"Revolving Loan Commitment") and to Cavalier  Acceptance,  one of the Borrowers,
up to $18,000,000 pursuant to a warehouse and term loan facility,  but solely on
the terms and conditions specified in the Loan Agreement.

                  Pursuant to an internal  reorganization  of Cavalier Homes and
certain  entities  controlled  by it,  among  other  things,  (i)  Star has been
dissolved,  effective as of December 30, 1996, and Cavalier  Homes,  as its sole
stockholder,  has assumed all of Star's  liabilities  and obligations to Lender,
including,  without limitation,  the Loan Agreement,  the Revolving Note and the
other  Obligations,   (ii)  CHA,  CT&C,   Riverchase  Homes,  Inc.,  an  Alabama
corporation, and BHA have merged, effective as of January 1, 1997, with and into
CMI, a  wholly-owned  subsidiary  of Cavalier  Homes,  with CMI assuming all the
liabilities  and  obligations  of  such  merging  entities,  including,  without
limitation, all of CHA's, CT&C's and BHA's liabilities and obligations to Lender
under the Loan  Agreement,  the Revolving  Loan and the other  Obligations,  and
(iii)  Homestead,  Astro Mfg., Co., Inc., a Pennsylvania  corporation,  BHNC and
Mansion  have  merged,  effective  as of January  1, 1997,  with and into CII, a
wholly-owned subsidiary of Cavalier Homes, with CII assuming all the liabilities
and obligations of such merging entities,  including, without limitation, all of
Homestead's,   BHNC's  and  Mansion's  obligations  to  Lender  under  the  Loan
Agreement, the Revolving Loan and the other Obligations.

                  Each of the Assuming Entities desires to become obligated as a
Borrower,  jointly and severally,  with Cavalier Homes and the other  Borrowers,
with respect to the Loan Agreement, the Revolving Loan and the other Obligations
and to take all other action  necessary to become a Borrower and a Participating
Subsidiary (as such term is hereinafter  defined) under the Loan Agreement,  and
to cause all of  Assuming  Entity's  Accounts,  Inventory  and  other  specified
assets,  whether  now  owned  or  hereafter  acquired,  to be  included  in  the
Collateral, as defined in the Loan Agreement.

                  NOW, THEREFORE, in consideration of the foregoing recitals and
the mutual  agreements  herein set forth,  and to induce Lender to make Advances
under  the Loan  Agreement,  and in  further  consideration  of the  substantial
material  benefit to accrue to each of the Assuming  Entities from Advances made
and to be made by Lender under the Revolving  Loan,  the parties hereto agree as
follows:



<PAGE>



                  1. Each of the  Assuming  Entities  hereby  assumes and agrees
that it is and  shall be fully  liable,  jointly  and  severally  with the other
Borrowers, for the Obligations,  and all covenants,  agreements,  warranties and
representations  with  respect  to the  Revolving  Loan  set  forth  in the Loan
Agreement  and the Revolving  Note,  and hereby agrees that it is and shall be a
party to, and a Borrower under the terms of, the Loan  Agreement,  the Revolving
Note, and the other Loan  Documents,  with the same force and effect as would be
the case if Assuming Entity had been named as a Borrower in and had executed and
delivered the Loan  Agreement,  the Revolving Note, and the other Loan Documents
to Lender at Closing; provided,  however, that its liability with respect to the
Obligations  shall be  limited to an amount  equal to the  greater of (i) 95% of
Assuming Entity's Net Worth (as hereinafter  defined) from time to time; or (ii)
the amount that in a legal proceeding brought within the applicable  limitations
period  is  determined  by the  final,  non-appealable  order of a court  having
jurisdiction over the issue and the applicable parties to be the amount of value
given by Lender, or received by Assuming Entity, in exchange for the obligations
of Assuming Entity under this Agreement and the Loan Agreement.  As used in this
Section 1, "Net  Worth"  shall mean (x) the fair  value of the  property  of the
Assuming Entity from time to time (taking into  consideration the value, if any,
of rights  of  subrogation,  contribution  and  indemnity),  minus (y) the total
liabilities of Assuming Entity (including contingent liabilities  [discounted in
appropriate  instances],  but excluding liabilities of the Assuming Entity under
this Agreement and the Loan Agreement) from time to time.


                  2. As security for the prompt satisfaction of all Obligations,
each of the Assuming  Entities hereby  assigns,  transfers and conveys to Lender
all of such Assuming  Entity's  right,  title and interest in and to, and grants
Lender a lien on and a security  interest in, all amounts that may be owing from
time to time by Lender to Assuming  Entity in any capacity,  including,  without
limitation, any balance or share belonging to Assuming Entity, of any deposit or
other account with Lender, which lien and security interest shall be independent
of any right of set-off which Lender may have.



<PAGE>



                  3. As  further  security  for the prompt  satisfaction  of all
Obligations,  in addition to any other or further  security  provided  under the
Loan Agreement or any of the Security  Documents,  each of the Assuming Entities
hereby assigns to Lender all of such Assuming Entity's right, title and interest
in and to, and grants  Lender a lien upon and  security  interest in, all of the
following,  wherever located, whether now owned or hereafter acquired,  together
with all  replacements  therefor and proceeds  (including,  without  limitation,
insurance  proceeds) thereof (all of which shall constitute  original Collateral
under this Agreement and the Loan Agreement):


                           a.       Accounts;

                           b.       Chattel Paper;

                           c.       Contracts;

                           d.       Contract Rights;

                           e.       Documents;

                           f.       Eligible Contracts;

                           g.       General Intangibles;

                           h.       Instruments;

                           i.       Inventory;

                           j.       Rights  as  seller  of  Goods and  rights to
                                    returned,  repossessed  or  reclaimed Goods;
                                    and

                           k.       All   Records   pertaining  to  any  of  the
                                    Collateral.

                  4. The  foregoing  liens shall be first and prior liens except
for Permitted  Liens.  The  Collateral  and all of each Assuming  Entity's other
property  of any kind  held by Lender  shall  stand as one  general,  continuing
collateral  security for all Obligations and may be retained by Lender until all
Obligations  have been  satisfied in full and Lender's  commitment to lend under
the Loan Agreement has been terminated.

                  5. Each of the Assuming Entities  acknowledges that it has had
full and complete  access to the underlying  papers  relating to the Obligations
and all other papers executed by any person in connection with the  Obligations,
has  reviewed  them  and is fully  aware  of the  meaning  and  effect  of their
contents.  Each of the Assuming  Entities is fully informed of all circumstances
that  bear upon the  risks of  executing  this  Agreement  and which a  diligent
inquiry would reveal. Each of the Assuming Entities has adequate means to obtain
from the Borrowers on a continuing  basis  information  concerning the financial
condition  of any or all of the  Borrowers  and is not  depending  on  Lender to
provide such  information,  now or in the future.  Each of the Assuming Entities
agrees that Lender shall have no obligation to advise or notify it or to provide
it with any data or information. The execution and delivery of this Agreement is
not a  condition  precedent  (and  Lender  has not in any way  implied  that the
execution  of this  agreement  is a condition  precedent)  to  Lender's  making,
extending or modifying any loan or any other financial  accommodation  to or for
such Assuming Entity otherwise than under the Loan Agreement.


<PAGE>





                  6. Each of the Assuming Entities hereby unconditionally agrees
to pay and perform all of the  Obligations,  whether now  existing or  hereafter
incurred or arising (subject to the proviso of Section 1 above).

                  7.  Each  of  the  Assuming   Entities   hereby   specifically
acknowledges and agrees, without limiting the generality of the other provisions
of this Agreement, to be bound by the terms and conditions specified in the Loan
Agreement, as the same may be amended, including, without limitation, agreements
whereby  such  Assuming  Entity  appoints   Cavalier  Homes  as  its  agent  and
attorney-in-fact to act on its behalf for all purposes of the Loan Agreement and
the other Loan Documents.

                  8.  Each of the  Assuming  Entities  hereby  agrees  that  the
obligations  and  liabilities  of  such  Assuming  Entity  with  respect  to the
Obligations  are joint  and  several,  continuing,  absolute  and  unconditional
(subject to the proviso of Section 1 above).  Without limiting the generality of
the foregoing,  the obligations and liabilities of each of the Assuming Entities
with respect to the Revolving  Loan and the Revolving Note or under the Security
Documents  executed by such Assuming  Entity shall not be released,  discharged,
impaired,   modified  or  in  any  way  affected  by  (a)  the   invalidity   or
unenforceability  of any Loan  Document,  (b) the  failure of the Lender to give
Assuming  Entity a copy of any notice given to the Borrowers or any of them, (c)
any  modification,  amendment  or  supplement  of any  obligation,  covenant  or
agreement  contained  in any  Loan  Document,  (d) any  compromise,  settlement,
release or  termination  of any  obligation,  covenant or  agreement in any loan
document, (e) any waiver of payment, performance or observance by or in favor of
the Borrowers or any of them of any obligation,  covenant or agreement under any
Loan  Document,  (f) any  consent,  extension,  indulgence  or other  action  or
inaction, or any exercise or non-exercise of any right, remedy or privilege with
respect  to any  Loan  Document,  (g) the  extension  of  time  for  payment  or
performance of any of the Obligations,  (h) the release or discharge of Lender's
claims against any  collateral now or at any time hereafter  securing any of the
Obligations,  the  other  Borrowers,  or any of  them,  by  operation  of law or
otherwise  or (i) any other  matter that might  otherwise be raised in avoidance
of, or in defense  against an action to enforce,  the  obligations  of each such
Assuming Entity under this Agreement,  the Loan Agreement, the Revolving Note or
any other Loan Document.

                  9.     Each of the Assuming Entities covenants and agrees with
Lender as follows:

                           (a) Such  Assuming  Entity will not without  Lender's
         consent (i) sell, lease,  transfer or otherwise dispose of, in a single
         transaction  or a series  of  related  transactions,  the  whole of its
         business  or assets or such part  thereof  as in the  opinion of Lender
         constitutes a substantial portion thereof;  or (ii) liquidate,  wind up
         or dissolve,  or enter into any consolidation,  merger,  syndication or
         other   combination   or  engage  in  any   other   reorganization   or
         recapitalization;  provided,  however,  that Assuming  Entity may sell,
         lease,  transfer  or dispose of all or any  portion of its  business or
         assets to any other Consolidated Entity or Consolidated  Entities or to
         any Borrower or merge into or  consolidate  with any other  Borrower or
         one or more of the  Consolidated  Entities,  so long as the  entity  to
         which such business or assets are sold, leased, transferred or disposed
         of or which  survives or results from any such merger or  consolidation
         is a Borrower under the Loan Agreement.

                           (b) Such  Assuming  Entity  will not  incur,  create,
         assume or permit to exist any lien upon any of its properties or assets
         of any  character,  real,  personal  or  mixed,  whether  now  owned or
         hereafter acquired, other than liens that constitute Permitted Liens.

                           (c) Any  action  taken  or  attempted  to be taken by
         Assuming  Entity in violation of the provisions of clause (a) above and
         any lien incurred,  created, assumed or permitted to exist in violation
         of the  provisions  of clause (b) above  shall be null,  void and of no
         force or effect whatsoever.

                           (d) Such Assuming  Entity will execute such financing
         statements  (including  amendments thereto and continuation  statements
         thereof),  in form  satisfactory  to Lender as Lender  may from time to
         time specify;  pay, or reimburse Lender for paying, all costs and taxes
         of filing or  recording  the same in such public  offices as Lender may
         designate; deliver such of the Collateral which in the sole judgment of
         Lender is best  perfected by  possession,  to Lender or its  designated
         agent or bailee;  and take such other  steps as Lender may from time to
         time direct, including, without limitation, the noting of Lender's lien
         on the Collateral and on any  certificates  of title  therefor,  all to
         perfect Lender's security interest in the Collateral.

                           (e) Such Assuming Entity will deliver  immediately to
         Lender any Chattel Paper or  Instruments  arising out of the Collateral
         usually,  but not exclusively,  as proceeds.  Further,  Assuming Entity
         hereby  agrees  that  such  Chattel  Paper  or  Instruments  constitute
         original  Collateral  rather  than  proceeds;  but  if  proceeds,  then
         Lender's  security  interest  created by this  Agreement in the Chattel
         Paper or Instruments shall not be claimed merely as proceeds.

                           (f) Such Assuming  Entity will comply with all of the
         obligations,  requirements and restrictions in the covenants  contained
         in  Article  VII of the  Loan  Agreement,  to the  extent  they are now
         applicable, or may hereafter be amended to be applicable, to a Borrower
         that is a Participating Subsidiary.

                           (g) Such Assuming Entity shall,  promptly upon demand
         by Lender therefor upon the occurrence and during the continuance of an
         Event of Default,  execute and deliver to Lender from time to time such
         security agreements and other collateral  documents,  together with any
         related  financing  statements  and other  instruments,  as Lender  may
         request  granting  to  Lender  a lien  on any  or  all  real  property,
         Accounts, Chattel Paper, Contracts, Contract Rights, Documents, General
         Intangibles,  Instruments,  Inventory,  rights  as  seller of Goods and
         rights to returned,  repossessed  or reclaimed  Goods,  and all Records
         pertaining  to  any  of  the  Collateral  of  Assuming  Entity,  all as
         collateral security for the Obligations, it being understood and agreed
         that the rights of Lender  under this  clause (g) shall be in  addition
         to, and  cumulative  of, all other rights of the Lender under the terms
         of the  Loan  Agreement  to  require  collateral  as  security  for the
         Obligations.  Any lien granted under this  Agreement or under Article V
         of the Loan Agreement by Assuming  Entity shall secure the  Obligations
         only to the extent that Assuming  Entity is liable  therefor  under the
         terms of this Agreement and the Loan Agreement.

                           (h) Such Assuming Entity will not exercise any rights
         that it may acquire by way of  subrogation  under this Agreement or any
         Subrogation and Contribution Agreement or by any payment made hereunder
         or under any of the other Loan  Documents or  otherwise,  until all the
         Obligations  have  been  paid in full and the Loan  Agreement  has been
         terminated.  If any amount shall be paid to Assuming  Entity on account
         of any such subrogation  rights at any time when all of the Obligations
         shall  not have been  paid in full and the Loan  Agreement  terminated,
         such  amount  shall be held in trust for the  benefit of the Lender and
         shall be paid  forthwith  to the Lender to be credited and applied upon
         the Obligations,  whether matured or unmatured,  in accordance with the
         terms of the Loan Documents.

                           (i) Such Assuming  Entity will not amend or waive any
         provision of the Subrogation and Contribution Agreement entered into by
         Assuming  Entities  and  Borrowers  nor  consent  to any  departure  by
         Borrowers  or  any  other  Participating  Subsidiary  or  Participating
         Partnership from such  Subrogation and  Contribution  Agreement or from
         any similar  Subrogation and Contribution  Agreements executed by other
         Participating  Subsidiaries  and  Participating  Partnerships,  without
         having  obtained the prior written consent of Lender to such amendment,
         waiver or consent.

                  10. Each of the Assuming  Entities  agrees that it is, and for
all  purposes  of the Loan  Agreement,  the  Revolving  Note and the other  Loan
Documents shall be, a Borrower and a Participating Subsidiary.

                  11. Assuming Entities,  Borrowers and Lender hereby agree that
Exhibits II.6.1(B), II.6.1(D), II.6.1(I), II.7.2(G), F, G, H, I, J, and K to the
Loan Agreement are hereby  supplemented by the respective  Supplements  attached
hereto which relate to the Assuming Entities.

                  12.  This   Agreement   shall  bind  each  Assuming   Entity's
successors and assigns and shall inure to the benefit of, and be enforceable by,
Lender  and its  successors  and  assigns.  This  Agreement  may only be waived,
modified or amended by a written  instrument  signed by the party  against which
the  enforcement  thereof is sought.  This  Agreement  shall in all  respects be
governed by, and construed in accordance with, the laws of the State of Alabama,
without regard to such state's rules regarding  conflicts of law. If any term of
this  Agreement  shall  be  invalid  or  unenforceable,  the  remainder  of this
Agreement shall remain in full force and effect.  This Agreement may be executed
in  counterparts,  each of which shall be deemed an  original,  but all of which
shall  constitute  one  agreement.  This  Agreement and the other Loan Documents
constitute  the entire  agreement  of the  parties  with  respect to the subject
matter  hereof and  supersede any  inconsistent  agreement  with respects to the
subject matter hereof and thereof.





Initial (Cavalier Homes, for itself       Initial (Lender)      Initial (CMI)
and as agent for the other Borrowers)


                                                                Initial (CII)

                  13.      JURISDICTION; WAIVERS.

                           (A)      JURY WAIVER.  EACH OF THE ASSUMING ENTITIES,
         BORROWERS AND LENDER HEREBY:

                                  (1)  IRREVOCABLY  AND  UNCONDITIONALLY  WAIVES
         THE  RIGHT  TO  A  TRIAL  BY  JURY  IN  ANY  ACTION  OR  PROCEEDING  OR
         COUNTERCLAIM  OF  ANY  TYPE  AS  TO  ANY  MATTER  ARISING  DIRECTLY  OR
         INDIRECTLY  OUT  OF  OR  WITH  RESPECT  TO  THIS   AGREEMENT,  THE LOAN
         AGREEMENT,  THE NOTES, THE OTHER LOAN DOCUMENTS OR   ANY OTHER DOCUMENT
         EXECUTED IN CONNECTION HEREWITH OR THEREWITH; AND

                                    (2) AGREES  THAT ANY OF THEM MAY FILE A COPY
         OF THIS  AGREEMENT  WITH  ANY  COURT  AS   WRITTEN   EVIDENCE   OF  THE
         KNOWING,  VOLUNTARY  AND  BARGAINED-FOR AGREEMENT   BETWEEN THE PARTIES
         IRREVOCABLY TO WAIVE TRIAL BY JURY,AND THAT ANY DISPUTE OR  CONTROVERSY
         OF ANY KIND  WHATSOEVER  BETWEEN THEM SHALL INSTEAD BE TRIED IN A COURT
         OF COMPETENT  JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

                           (B)      CONSENT  TO  JURISDICTION;  WAIVER OF VENUE.
         EACH OF THE  ASSUMING  ENTITIES, BORROWERS AND LENDER HEREBY:

                                    (1)  KNOWINGLY AND  VOLUNTARILY  CONSENTS TO
         THE PERSONAL JURISDICTION  OF ANY COURT  OF  COMPETENT  SUBJECT  MATTER
         JURISDICTION  (WHETHER  STATE OR FEDERAL)     HOLDING  IN   BIRMINGHAM,
         JEFFERSON  COUNTY,  ALABAMA,  FOR THE DETERMINATION  OF  ANY  CLAIM  OR
         CONTROVERSY   ARISING  UNDER  OR  IN   CONNECTION  WITH THIS AGREEMENT,
         THE LOAN AGREEMENT,  THE NOTES OR ANY     OTHER LOAN  DOCUMENT,  OR ANY
         OTHER  DOCUMENT  EXECUTED  IN  CONNECTION
         HEREWITH  OR  THEREWITH;  AND  KNOWINGLY  AND  VOLUNTARILY  WAIVES  ANY
         OBJECTION  TO THE  EXERCISE  OF PERSONAL  JURISDICTION  OVER IT BY SAID
         COURTS  ON THE  GROUND  THAT IT DOES  NOT HAVE  THE  REQUISITE  MINIMUM
         CONTACTS   WITH  THE  STATE  OF  ALABAMA  OR  THAT   EXERCISE  OF  SUCH
         JURISDICTION  OTHERWISE  FAILS  TO MEET  THE  REQUIREMENTS  OF  MINIMUM
         CONTACTS OR DUE PROCESS UNDER THE  CONSTITUTION OF THE UNITED STATES OR
         THE STATE OF ALABAMA;  AND AGREES THAT  SERVICE OF PROCESS ON IT AT ITS
         ADDRESS SET FORTH BELOW, OR IN SECTION 10.6 OF THE LOAN  AGREEMENT,  IN
         ACCORDANCE  WITH THE PROVISIONS OF THE ALABAMA RULES OF CIVIL PROCEDURE
         WILL  BE  SUFFICIENT  NOTICE  OF  ANY  PROCEEDING  AGAINST  ANY  OF THE
         UNDERSIGNED IN ANY SUCH COURT,  AND WAIVES ANY  REQUIREMENT OF OTHER OR
         ADDITIONAL  SERVICE OF PROCESS  OR NOTICE OF ANY SUCH  PROCEEDING;  AND
         FURTHER AGREES THAT EXERCISE OF JURISDICTION  OVER IT BY COURTS HOLDING
         IN BIRMINGHAM,  JEFFERSON COUNTY,  ALABAMA SHALL BE IN ADDITION TO, AND
         NOT IN LIEU OF, THE EXERCISE OF JURISDICTION OVER IT BY ANY OTHER COURT
         OF  COMPETENT  JURISDICTION,  WHETHER  WITHIN OR  WITHOUT  THE STATE OF
         ALABAMA; AND

                                    (2) KNOWINGLY  AND  VOLUNTARILY  WAIVES  ANY
         OBJECTION  THAT  IT  MAY  NOW OR    HEREAFTER  HAVE TO THE VENUE OF ANY
         ACTION OR PROCEEDING  AGAINST IT IN   ANY COURT  MENTIONED  HEREINABOVE
         OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN  INCONVENIENT COURT
         AND AGREES NOT TO PLEAD OR CLAIM THE SAME.

         14. Each of the Assuming Entities and the other Borrowers,  jointly and
severally,  agree to pay directly or  reimburse  Lender,  on demand,  for all of
Lender's  expenses,  including  the  reasonable  fees and  expenses of its legal
counsel,  UCC filing fees and similar expenses,  incurred in connection with the
preparation,  amendment,  modification  or  enforcement of this Agreement or the
Loan Agreement, and the collection or attempted collection of the Notes.



<PAGE>


         IN WITNESS  WHEREOF,  this  Agreement  has been executed by the parties
hereto as of the day and year first written above.


                             ASSUMING ENTITIES:

                             CAVALIER MANUFACTURING, INC.


            By:                                                     [L.S.]
            Name:
            Its:
            Address:

            Taxpayer Identification #:



                            CAVALIER INDUSTRIES, INC.

             By:                                                     [L.S.]
             Name:
             Its:
             Address:

             Taxpayer Identification #:



                            BORROWERS:

                            CAVALIER HOMES, INC.
            for itself and as agent for the other Borrowers


             By:                                                     [L.S.]
             Name:
             Its:



             LENDER:

                          FIRST COMMERCIAL BANK

             By:                                                     [L.S.]
            Its:




<PAGE>





                         SUPPLEMENT TO EXHIBIT II.6.1(B)


                      Other Corporate and Fictitious Names



                   [Information to be provided by Borrowers.]


<PAGE>



                         SUPPLEMENT TO EXHIBIT II.6.1(D)


                   Mergers, Acquisitions, and Certain Changes




                   [Information to be provided by Borrowers.]


<PAGE>



                         SUPPLEMENT TO EXHIBIT II.6.1(I)


                               Claims, Litigation*




                   [Information to be provided by Borrowers.]



































*Claims not covered by insurance


<PAGE>



                         SUPPLEMENT TO EXHIBIT II.7.2(G)


                               Existing Guaranties




                   [Information to be provided by Borrowers.]


<PAGE>



                             SUPPLEMENT TO EXHIBIT F


                                 Existing Liens




                   [Information to be provided by Borrowers.]


<PAGE>



                             SUPPLEMENT TO EXHIBIT G


                          Qualification to do Business



                   [Information to be provided by Borrowers.]


<PAGE>



                             SUPPLEMENT TO EXHIBIT H


                               Places of Business



                   [Information to be provided by Borrowers.]



                             Locations of Collateral



                   [Information to be provided by Borrowers.]


<PAGE>



                             SUPPLEMENT TO EXHIBIT I


                              Existing Indebtedness



                   [Information to be provided by Borrowers.]


<PAGE>



                             SUPPLEMENT TO EXHIBIT J


                 State of Incorporation of Consolidated Entities



                   [Information to be provided by Borrowers.]


<PAGE>



                             SUPPLEMENT TO EXHIBIT K


               Cavalier Homes' Ownership of Consolidated Entities



                   [Information to be provided by Borrowers.]