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                                                                    EXHIBIT 10.2

                     SUMMARY INDICATIVE TERMS AND CONDITIONS

Credit Suisse First Boston, acting through its New York Branch, as agent (the
"Agent") for the Purchasers under the Note Purchase Agreement is pleased to
provide Oakwood Mortgage Investors with this summary indicative term sheet (the
"Term Sheet") solely for discussion purposes. This is not a commitment.

THE TERM SHEET DOES NOT PRESENT ALL OF THE TERMS, CONDITIONS, COVENANTS,
REPRESENTATIONS, WARRANTIES AND OTHER PROVISIONS, WHICH WILL BE CONTAINED IN THE
DEFINITIVE LEGAL DOCUMENTATION FOR THE TRANSACTIONS CONTEMPLATED THEREBY. Those
matters that are not covered or made clear in this Term Sheet are subject to
mutual agreement of the parties. Documentation will include, in addition to the
provisions outlined in this Term Sheet, provisions that are customary and
appropriate for this type of transaction. Terms not defined here are defined in
the existing documentation.

In addition, OUR PROPOSAL TO REINSTATE AND AMEND THE NOTE PURCHASE AGREEMENT AND
OTHER DOCUMENTS WILL BE SUBJECT TO THE CONDITIONS PRECEDENT OUTLINED BELOW.

PROPOSED AMENDMENT TO TERMS

Issuer:                 OMI Note Trust 2001-A ("OMI Trust"), which purchases
                        manufactured housing loans and contracts (the "Purchased
                        Assets") from Oakleaf Holdings, LLC, an indirect
                        subsidiary of Oakwood Acceptance Corporation ("OAC").

Agreement:              Purchases of notes ("Notes") issued by the OMI Trust
                        pursuant to the note purchase agreement (the "NPA").

Borrowing Base:         The maximum Borrowing Base under the NPA shall be $200
                        million. All Borrowings under the NPA in excess of those
                        funded by the $148 million currently advanced shall be
                        at a Borrowing Base Percentage equal to the lower of (i)
                        78% and (ii) (x) 100% minus (y) the percentage credit
                        enhancement required by any two of Standard & Poor's,
                        Moody's and Fitch, as selected by the Seller, to achieve
                        a rating of AA, Aa2 or AA, respectively.

Margin:                 0.375%.

Program Fee:            3% annual rate.

Fundings:               Once weekly. A due diligence agent acceptable to the
                        Agent may examine the files relating to the Purchased
                        Assets (including the files at the Custodian's offices)
                        before funding.

Maturity Date:          The NPA will terminate on the earliest of (a) February
                        15, 2004, (b) the occurrence of an Event of Default or
                        (c) the effective date of a chapter 11 plan of Oakwood
                        Homes and/or OAC, at which time the Agent can exercise
                        the same remedies as under an Event of Default if the
                        Notes are not fully paid.
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Distributions:          Upon the occurrence of an Event of Default, the OMI
                        Trust shall distribute all collections to the
                        Noteholders until the Notes are repaid in full before
                        any amounts are distributable to the Certificates.

Servicing:              On any date the Agent may direct OAC to transfer
                        servicing to the servicer of its choosing; such servicer
                        shall repay any outstanding servicing advances on any
                        transferred Purchased Assets on the transfer date.

Servicer Events         In addition to Events of Default under the existing
of Default              Servicing Agreement, there shall be additional Servicer
                        Events of Default as described below under "NPA Events
                        of Default".

Servicing Fees:         Servicing fees shall remain subordinate and at current
                        fee levels while OAC services the assets.

Conditions Precedent
to Reinstatement of NPA:The Purchaser's commitment to reinstate the NPA shall be
                        conditioned on the following:

                           1)       Oakwood Homes shall have entered into a DIP
                                    financing facility for at least $15 million
                                    on terms satisfactory to the Agent (the
                                    "Interim DIP Financing"), and there shall be
                                    no outstanding default or event of default
                                    thereunder.

                           2)       The Court shall have entered an order
                                    approving the Interim DIP Financing (which
                                    shall not have been vacated or stayed, and
                                    shall not be the subject of appeals)
                                    satisfactory in all respects to the Agent
                                    (the "Interim Order").

                           3)       Completion of due diligence and satisfaction
                                    of the Agent with the results thereof.

                           4)       The bankruptcy court shall have entered an
                                    order or orders (which shall not have been
                                    vacated or stayed, and which shall not be
                                    the subject of appeals) satisfactory in all
                                    respects to the Agent as to (a) the legal
                                    effect of the transfer of the Purchased
                                    Assets to the OMI Trust, (b) the insulation
                                    of the OMI Trust and the Purchased Assets
                                    from (i) the bankruptcy cases and estates of
                                    Oakwood Homes and other Oakwood affiliates
                                    and (ii) the automatic stay and any other
                                    stay or similar relief imposed in such
                                    bankruptcy cases, and (c) the assumption by
                                    OAC and/or another entity satisfactory to
                                    the Agent of the relevant servicing
                                    agreement, as amended as contemplated
                                    hereby, and the enforceability (free from
                                    stay, delay or any other interference) of
                                    the OMI Trust's, the Indenture Trustee's and
                                    Agent's rights and remedies thereunder,
                                    including without limitation rights and
                                    remedies in respect of collections on the
                                    Purchased Assets, realization on the
                                    Purchased Assets, the transfer of servicing,
                                    and preservation of lock-box arrangements,
                                    all in accordance with the provisions of the
                                    servicing agreement (it being
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                                    understood that prior to December 12, 2002,
                                    the servicing contract may not be assumed
                                    provided that OAC has entered into
                                    agreements and/or court orders have been
                                    entered that provide similar protection to
                                    the OMI Trust and the Agent, which
                                    agreements and/or orders are acceptable in
                                    all respects to the Agent).

                           5)       The execution and delivery of definitive
                                    documentation and legal opinions
                                    satisfactory in all respects to the Agent.

                           6)       After giving pro forma effect to the
                                    reinstatement of the NPA, there shall be no
                                    Default or Event of Default thereunder.

Conditions Precedent to
Purchase of Notes

                           1)       The Interim Order, and on and after December
                                    20, 2002 the Final Order, shall not have
                                    been vacated or stayed, shall not be the
                                    subject of appeals, and shall not have been
                                    modified without the consent of the Agent.

                           2)       No Default or Event of Default shall have
                                    occurred and be continuing.

                           3)       All other conditions similar to the existing
                                    NPA.

                           4)       No default or event of default shall have
                                    occurred and be continuing under the Interim
                                    DIP Facility or the Final DIP Facility, as
                                    the case may be.



NPA Events of Default:  In addition to the Events of Default under the current
                        NPA:

                           1)       New bankruptcy-related Events of Default
                                    will be added to the NPA including
                                    conversion of cases to chapter 7,
                                    appointment of trustee or examiner with
                                    expanded powers, reversal or vacating of any
                                    order relating to the NPA or relevant
                                    servicing agreements, and entry of any order
                                    containing provisions inconsistent with the
                                    NPA and servicing contemplated hereby (or
                                    the taking of any action by the debtors or
                                    an official committee seeking such an
                                    order).

                           2)       The failure by Oakwood Homes to have
                                    available to it permanent DIP financing
                                    facility for at least $215 million by
                                    December 20, 2002 (and all times thereafter)
                                    on terms deemed satisfactory by the
                                    Purchaser (the "Final DIP Facility") and the
                                    failure for an order approving the Final DIP
                                    Facility in form and substance satisfactory
                                    to the Agent to be entered by the Court by
                                    such date, and for such Final Order to at
                                    all times thereafter shall not have been
                                    vacated or stayed, and shall not be the
                                    subject of appeals.
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                           3)       The consummation of a plan of reorganization
                                    for any of the Debtors prior to the
                                    satisfaction in full of all obligations
                                    under the NPA.

Reporting:              In addition to the existing reporting requirements, the
                        Agent will be supplied with (a) copies of all reports
                        provided to the DIP lenders, and (b) information on
                        servicing staffing, performance, cash collections, and
                        management changes.

Lockbox:                The Agent shall send notice to First Union, as lockbox
                        bank, of the Agent's rights to consent to any changes to
                        the Lockbox Agreement or standing directions to the
                        lockbox bank.

Expenses:               The Seller shall be responsible for any and all legal
                        fees, due diligence and other out-of-pocket costs
                        incurred by the Agent in amending the Facilities.

BERKSHIRE HATHAWAY

Purchase Agreement:     The Agent will enter into a note purchase agreement with
                        a Berkshire Hathaway group entity (acceptable to the
                        Agent) under which Berkshire Hathaway will agree to
                        purchase at par, upon the Agent's request, 13% of the
                        OMI Trust Note that the Purchasers may hold.

Fee Participation:      Berkshire Hathaway shall receive $65,000 per month (13%)
                        of the Program Fees while the Purchase Agreement is in
                        effect.


M.E.S.
[/s/ Myles E. Standish]

F.O.
[/s/ Fiachra O'Driscoll]