Exhibit 10(x)

STATE OF ALABAMA  )

COUNTY OF ___________      )



                 ASSIGNMENT AND ASSUMPTION OF SUBLEASE AGREEMENT
                                       AND
                              CONSENT BY SUBLESSOR



THIS AGREEMENT is dated as of December ____, 1996 and entered into by and among;

                  ("Assignor"):     Cavalier Homes of Alabama, Inc.,
                                    an Alabama corporation
                                    P.O. Box 300
                                    Addison, Alabama  35540

                  ("Assignee"):     Cavalier Homes, Inc.,
                                    a Delaware corporation
                                    P.O. Box 300
                                    Addison, Alabama  35540

                  ("Sublessor"):    Winston County Industrial
                                    Development Association,
                                    an Alabama general partnership
                                    c/o David Roberson
                                    P.O. Box 572
                                    Addison, Alabama  35540

for the purpose of assigning  from Assignor to Assignee,  subject to the consent
of Sublessor,  a Commercial  Sub-Lease  Agreement  dated March 5, 1993,  between
Winston County Industrial Development  Association,  as Sublessor,  and Cavalier
Homes of Alabama, Inc., as Tenant ( the "Sublease").

                                                  R E C I T A L S:

                  A. Sublessor is the lessee under a lease agreement with option
to purchase (the "Prime  Lease") with the  Industrial  Development  Board of the
Town of Addison pursuant to an industrial revenue bond issue with respect to the
Leased Premises described in Exhibit A.

                  B.       Sublessor  subleased  the  Leased  Premises  to
Assignor  pursuant  to the terms of the Sublease, including the option to
purchase the Leased Premises.

                  C.  Assignor  desires to assign unto  Assignee  all its right,
title and interest in and to the  leasehold  estate  created under the Sublease,
including the option to purchase, and Assignee desires to accept such assignment
and to assume all  obligations  under the Sublease  arising  after the effective
date of the assignment.

                  D.  Section 28 of the  Sublease  provides  that the  leasehold
estate may not be assigned  without the prior written  consent of the Sublessor,
which shall not be unreasonably  withheld,  and Sublessor  desires to consent to
such assignment.

                  NOW  THEREFORE,  in  consideration  of the  premises  and  the
covenants and agreements hereinafter undertaken, and for other good and valuable
consideration,  receipt  of which is hereby  acknowledged  by the  parties,  the
parties agree as follows:

                  1.    Effective Date. This assignment  shall become  effective
on December  ______,  1996 (the "Effective Date").

                  2.  Assignment  of Leasehold.  Assignor does hereby  transfer,
sell,  convey  and assign  unto  Assignee  all of  Assignor's  right,  title and
interest in and to the leasehold  estate created under the Lease,  including the
option  to  purchase  specifically  set  forth in said  Sublease  and all  other
provisions thereof.

                  3.  Acceptance  and  Assumption.  Assignee  hereby accepts the
foregoing transfer and assignment of the leasehold estate as provided in Section
2 above,  and  specifically  assumes and agrees to perform and observe  each and
every term and  condition to be performed or observed by Tenant  pursuant to the
terms  and  provisions  of the  Sublease  effective  as of the  Effective  Date;
provided,  however, that Assignee shall have no responsibility  whatever for any
obligations of Assignor under the Sublease which shall have accrued prior to the
Effective Date.

                  4.       Representations  of Assignor.  Assignor  hereby
represents  and warrants  unto Assignee that:

                  (a)      the Sublease is in full force and effect and Assignor
is not in default thereunder;

                  (b)      Assignor is the Tenant  under the  Sublease  and has
full  authority  to enter into this Agreement; and

                  (c) Assignor  shall observe all  conditions  and shall perform
all obligations to be observed and performed on the part of the Tenant under the
Sublease through the Effective Date of this Agreement.

                  5.  Acknowledgement by Assignee.  Assignee hereby acknowledges

                  (a) that it has reviewed the Sublease  prior to the  execution
of this Agreement, and agrees to be bound as Tenant under the terms, conditions,
covenants  and  obligations  as set  forth in the  Sublease  from and  after the
Effective Date; and

                  (b) that it has examined  the Lease  Premises and that neither
Assignor nor Sublessor  has made any  warranties,  covenants or  representations
with respect to the condition of the Leased Premises.

                  6.  Consent of  Sublessor.  Sublessor  does  hereby  expressly
consent to the assignment of the leasehold  estate created under the Sublease by
Assignor unto  Assignee,  on the express  condition  that Assignee shall execute
this  Agreement  whereby it shall assume all  obligations  of Assignor under the
Lease from and after the Effective Date.  Sublessor  understands  that Assignee,
Cavalier   Homes,   Inc.,  is  a  Delaware   corporation  and  based  upon  such
representation,  does  hereby  agree  that,  effective  simultaneously  with the
Assignor's assignment and Assignee's assumption of the Sublease,  Assignee shall
be  substituted  for Assignor as Tenant under the Sublease and Assignor shall be
released from all liability under the Sublease from and after the Effective Date
and  Assignor  thereafter  shall not be regarded as a party to the Lease for any
purpose whatsoever.

                  7.       Surrender of Premises.  As of the Effective  Date,
Assignor shall surrender to Assignee the  premises  in good,  broom-clean
condition,  wear and tear  excepted,  and  shall  surrender  all keys for the
premises to the Assignee.

                  8.   Notices.  Section 34 of the  Sublease  is hereby  amended
to provide  that any notice to be given to Tenant shall be delivered as follows:

                                    Cavalier Homes, Inc.
                                    P.O. Box 300
                                    Addison, Alabama  35540

                  9. Miscellaneous. All the terms and conditions of the Sublease
shall  remain and  continue  in full force and effect,  including  the option to
purchase.  In case of any inconsistency between the Sublease and this Agreement,
this Agreement shall govern and control. This Agreement may be amended, modified
or cancelled only be an instrument in writing signed by all parties hereto. This
Agreement may be executed in any number of counterparts,  each of which, when so
executed, shall be deemed to be an original.

                  IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
Agreement as of the day and date first written above.


                                                     ASSIGNOR:

                             CAVALIER HOMES OF ALABAMA, INC.,
                             an Alabama Corporation



                                                     By:
                                                     Its:

                                                     ASSIGNEE:

                              CAVALIER HOMES, INC.,
                             a Delaware corporation



                                                     By:
                                                     Its:


                                                     SUBLESSOR:

                             WINSTON COUNTY INDUSTRIAL
                             DEVELOPMENT ASSOCIATION


-------------------------------
Witness                           By David A. Roberson
                                  Its Partner


<PAGE>



STATE OF ALABAMA                                     )

____________ COUNTY                                  )

I, the undersigned  authority,  a Notary Public in and for said County,  in said
State,  hereby certify that  _______________,  whose name as  ______________  of
Cavalier  Homes of  Alabama,  Inc.,  an  Alabama  corporation,  is signed to the
foregoing  instrument and who is known to me, acknowledged before me on this day
that,  being  informed of the contents of the foregoing  instrument,  he, in his
capacity as such officer and with full authority,  executed the same voluntarily
for and as the act of said corporation on the day the same bears date.

Given under my hand this ______ day of _________________________________, 1996.



                                     Notary Public
                                     My Commission Expires:  _____________


STATE OF ALABAMA                                     )

____________ COUNTY                                  )

I, the undersigned  authority,  a Notary Public in and for said County,  in said
State,  hereby certify that  _______________,  whose name as  ______________  of
Cavalier  Homes,  Inc.,  a  Delaware  corporation,  is signed  to the  foregoing
instrument  and who is known to me,  acknowledged  before  me on this day  that,
being informed of the contents of the foregoing instrument,  he, in his capacity
as such officer and with full authority,  executed the same  voluntarily for and
as the act of said corporation on the day the same bears date.

Given under my hand this ______ day of _________________________________, 1996.



                                  Notary Public
                                  My Commission Expires:  _____________



<PAGE>


STATE OF ALABAMA                                     )

____________ COUNTY                                  )

I, the undersigned  authority,  a Notary Public in and for said County,  in said
State,  hereby certify that David A. Roberson,  whose name as partner of Winston
County Industrial Development  Association,  an Alabama general partnership,  is
signed to the foregoing  instrument and who is known to me,  acknowledged before
me on this day that, being informed of the contents of the foregoing instrument,
he, in his capacity as such partner and with full  authority,  executed the same
voluntarily  for and as the act of said  corporation  on the day the same  bears
date.

Given under my hand this ______ day of _________________________________, 1996.



                              Notary Public
                              My Commission Expires:  _____________