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Exhibit 10.4

TERMINATION AGREEMENT AND GENERAL RELEASE

This Termination Agreement and General Release (the Agreement) is made
and entered into as of July 31, 2003 by and between Champion Enterprises, Inc.,
a Michigan corporation whose address is 2701 Cambridge Court, Suite 300, Auburn
Hills, Michigan, 48326, and its subsidiaries, affiliates, and related entities,
and any divisions thereof (together, the Employer) and Philip C. Surles (the
Employee).

WHEREAS, Employee had been employed by Employer, and on or about July 31,
2003 (the the Termination Date) such employment will terminate (the
Termination of Employment); and

WHEREAS, Employee voluntarily and with full knowledge of Employees rights
and the provisions herein, now desires to waive Employees rights and to
settle, compromise, and dispose of any claims that Employee has or might have
against Employer (or its affiliates) today or as of the Termination Date, as
set forth herein upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the promises and mutual covenants
contained herein, and other valuable consideration, it is hereby covenanted and
agreed as follows:

1.     Release. Employee (for Employee and Employees family, heirs,
executors, administrators, personal representatives, legal representatives,
successors and assigns), hereby forever and fully releases, acquits, and
discharges Employer (and its parents, subsidiaries, affiliates, and related
entities, and their officers, directors, agents, employees, successors or
assigns), of and from any and all claims, causes of action, agreements, or any
other liability of any nature whatsoever, whether known or unknown, foreseen or
unforeseen, arising out of any matter or event occurring on or prior to the
date hereof, including, but not limited to, wrongful discharge, negligent and
intentional infliction of emotional distress, defamation, age discrimination or
any other form of discrimination, breach of contract, claims for unused
vacation pay, or any and all other claims of any nature arising out of or in
any way relating to any employment agreement or stock option agreement that
Employee may have had with the Employer (including claims for any payments now
or hereafter owed under any such employment agreement), any other contract or
agreement between Employee and Employer, or Employees employment with the
Employer or termination thereof, including any and all claims under any
federal, state or local laws, regulations, rules or ordinances, including but
not limited to any claims under the Age Discrimination in Employment Act of
1967 (as amended), claims under Title VII of the Civil Rights Act of 1964, the
Americans with Disabilities Act, the Family and Medical Leave Act, the
Elliott-Larsen Civil Rights Act, the Michigan Persons with Disabilities Civil
Rights Act , or claims for unused vacation pay or any other benefit, or for
violation of the Employee Retirement Income Security Act of 1974 (as amended).
Employer and Employee recognize and agree that this release does not prejudice
(i) any rights of Employee under the Champion Enterprises, Inc. Deferred
Compensation Plan and the Champion Enterprises, Inc. Corporate Officer Stock
Purchase Plan, (ii) any indemnification rights Employee may have under law or
Employers by-laws, or (iii) Employees rights under Employers various
insurance

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policies and programs. Except as expressly stated in this Agreement,
Employee does not release any such rights.

2.     Unknown Damages or Injuries. It is expressly understood and agreed by
Employee that this is a full and final general release of all matters
whatsoever and that this general release is intended to and does embrace not
only all known and anticipated damages and injury, but also all unknown and
unanticipated damages, injuries or complications that may later develop or be
discovered, including all effects and consequences thereof.

3.     Lawsuit Forever Barred. It is the intention of the parties and it is
understood by Employee that this Agreement will forever and for all time bar
any action, claim or administrative proceeding whatsoever which arose or which
might arise in the future from any acts, omissions, agreements or other
occurrences on or prior to the date hereof including the incidents described
above, and that no lawsuit ever will be asserted against any person or entity
hereby released for any injury or damage, whether known or unknown, sustained
or to be sustained, as a result of the foregoing incidents.

4.     Confidential and Mutual Nondisparagement. Employee agrees that
Employee will keep strictly confidential and will not communicate or disclose,
except to Employees immediate family or as required by law or upon prior
written consent of Employer, the contents of any term or provision contained in
this Agreement. Employee further agrees that Employee shall neither make nor
publish any derogatory or disparaging statements of or concerning Employer, its
parent, subsidiaries and affiliates or any of their officers, directors, or
employees of or concerning Employees employment with Employer or an affiliated
entity or subsidiary thereof, of or concerning Employees termination of
employment, of or concerning Employers policies or products and those of its
parent, subsidiaries and affiliates. Employer agrees not to make or publish
any derogatory or disparaging statements concerning Employee or his employment
with Employer. The parties understand and agree that in the event either of
them makes or publishes derogatory or disparaging statements about or
concerning the other party, the other party will be unreasonably and materially
harmed, constituting a material breach of this Agreement.

5.     Settlement Amounts. Upon Employees execution and delivery to Employer
of this Agreement and the expiration of the revocation period without
revocation of this Agreement by Employee, Employer shall pay the Employee the
amounts listed on Exhibit A hereto (the Settlement Amounts).

6.     Full and Final Settlement. Payment of the Settlement Amount to
Employee shall constitute full and final settlement payment to Employee.
Following such payment, no further payment or consideration of any kind in
connection with the termination and settlement of the claims described above is
contemplated or required herein.

7.     Basic Understandings. Employee understands and agrees that Employee:



| | (a) |  | has read this Agreement carefully and understands
all of its terms;          
| | --- |  | -----------------------------------------------------------------------------
|
| | (b) |  | is advised to consult with an attorney prior to
executing this Agreement; and

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| | (c) |  | may take 21 days to consider this Agreement.
| | --- |  | --------------------------------------------

8.     Revocation Period. Employee understands and agrees that Employee may
revoke this Agreement for a period of seven (7) calendar days following the
execution of this Agreement. The Agreement is not effective until this
revocation period has expired. Employee understands that any revocation, to be
effective, must be in writing and either (a) received by mail, overnight
courier service or fax transmission within seven (7) days after the execution
of this Agreement and addressed to John J. Collins, Jr. at the address set
forth above for Employer or (b) hand delivered within seven (7) days after the
execution of this Agreement to John J. Collins, Jr.

9.     Return of Property. Except as specified in this Agreement, Employee
agrees to immediately tender to Employer all credit cards, documents or any
other Employer property and property of Employers parent, subsidiaries and
affiliates in Employees possession and to immediately submit for review and
reimbursement by Employer any outstanding ordinary and necessary business
related expenses incurred on behalf of Employer, its parent, subsidiaries and
affiliates.

10.     No effect on 401(k) Plan. This Agreement shall not affect Employees
rights under the terms of the Employer 401(k) Plan (if any). The terms of the
401(k) Plan shall remain effective as to Employee during the existence of such
plan

11.     Settlement in Compromise. It is expressly understood by the parties
that this Agreement is a compromise and settlement of doubtful and disputed
claims and that payment by Employer of the Settlement Amount is not, nor is it
to be construed as, an admission of liability or wrongdoing on the part of
Employer. Employer expressly denies liability and intends merely to avoid
litigation with respect to potential Employee claims.

12.     Complete Agreement. This Agreement contains the complete
understanding of the parties and no representations, inducements, promises,
agreements, arrangements or undertakings relating to the matters set forth
herein, whether oral or written, express or implied, between the parties not
herein embodied shall have any force or effect. No modifications or amendments
hereto may be made except by a writing signed by both the parties. This
Agreement shall be deemed to be a Michigan contract, and shall be governed by
the laws of the State of Michigan. This Agreement may be executed in
counterparts. Facsimile signatures shall be deemed to be originals.

13.     No Inconsistent Action. Each party hereto agrees that they will take
no action (including, but not limited to, an appeal or institution of a
separate lawsuit) inconsistent with this Agreement or which seeks to challenge
any provisions of this Agreement or any document provided for herein.

14.     Partial Invalidity. Should any provision of this Agreement be
declared invalid, illegal or unenforceable by any court of competent
jurisdiction, by administrative order or by reason of any rule of law or public
policy, all other provisions shall nevertheless remain in full force and effect
and no provision shall be deemed dependent upon any other provision unless so
specified.

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15.     Continuation of Non-Competition Agreements. The parties acknowledge
and agree that the non-competition agreements currently in place between them
continue in accordance with their terms and remain in full force and effect.
Employee may accept positions otherwise prohibited under the terms of the
current non-competition agreements provided any such positions are approved in
advance in writing by Employers CEO, with such approval to be at the sole
discretion of Employer.

16.     Proprietary Information and Confidentiality. Employee acknowledges
that he is currently subject to various covenants and duties obligating him to
retain as confidential Confidential Information in his possession or of which
he is aware. Those obligations shall continue according to their terms even
though Employer no longer employs Employee.

17.     Stock and Stock Options. Employees stock options that are vested
but not exercised as of the Termination Date may be exercised within 90 days of
the Termination Date. Stock options that are not vested as of the Termination
Date are canceled as of that date. Employee shall retain free and clear any
other Employer stock which Employee owns and which is vested as of the
execution of this Agreement.

18.     Ongoing Cooperation. Employee agrees that when and if necessary he
will reasonably cooperate and assist Employer in connection with ongoing
projects, program or litigation.

19.     Enforcement. In the event that either party breaches any of its
duties or obligations under this Agreement, the other party may, at its sole
option, (i) terminate this Agreement by giving written notice of termination to
the other whereupon the nonbreaching party shall be released and discharged of
all liabilities, duties and obligations hereunder whatsoever; (ii) sue for
specific performance of the duties and obligations hereunder; (iii) seek
injunctive relief to prevent activities prohibited hereby; and/or (iv) exercise
any other right or remedy available at law, in equity or otherwise. The
parties acknowledge and agree that the injury from the breach of certain
provisions of this Agreement will be incalculable and irremediable and that it
will be extremely difficult, if not impossible, to accurately measure the
damage from any such breach. Accordingly, the parties agree that upon any
breach of this Agreement remedies at law may be inadequate. The parties
further agree that the nonbreaching party shall be entitled, in addition to any
other rights or remedies available to it, as a matter of right, to institute
legal proceedings in Oakland County Circuit Court, Pontiac, Michigan and obtain
equitable and legal relief.

(b)  No failure by a party to exercise any right, power or remedy hereunder
or under applicable law shall affect such right, power or remedy, nor shall any
single or partial exercise thereof preclude any further exercise thereof or the
exercise of any other right, power or remedy hereunder or under applicable law.
The rights and remedies of the parties are cumulative to all rights and remedies
under applicable law.

20.     Knowing and Voluntary Waiver. Employee acknowledges that this is a
knowing and voluntary waiver, that Employee has completely read and understands
all of the terms and provisions of this Agreement and that signing this
Agreement is
4Employees free act and deed. Employee further acknowledges that
Employee has not relied upon the representations of any party hereby released
or by that partys representatives concerning the subject matter hereof.IN WITNESS WHEREOF, the parties have voluntarily and willingly executed
this Agreement as of the date first set forth above.

|          |  |                                                        |  |                                           |  |  |  |  |  | 
|--------- |  | ------------------------------------------------------ |  | ----------------------------------------- |  |  |  |  |  | 
|EMPLOYER: |  | Champion Enterprises, Inc.,                            |  |                                          
|          |  | A
Michigan corporation, on behalf of its subsidiaries, |  |                                          
|          |  | affiliates, and related entities                       |  |                                          
|          |  |                                                        |  |                                           |  |  |  |  |  | 
|          |  | By:                                                    |  | /s/ ALBERT A. KOCH                        |  |  |  |  |  | 
|          |  |                                                        |  |                                          
|          |  |                                                        |  | Its:   Chairman of the Board, President & |  |  |  |  | 
|          |  |                                                        |  | Chief Executive Officer                   |  |  |  |  | 
|          |  |                                                        |  |                                           |  |  |  |  |  | 
|EMPLOYEE: |  | /s/                                                    |  | PHILIP C. SURLES                          |  |  |  |  |  | 
|          |  |                                                        |  |                                           |  | 
|          |  |                                                        |  | Philip C. Surles                          |  |  |  |  |  | 

WAIVER

Employee specifically waives the 21-day review period set forth in
Paragraph 7 to consider the Agreement and understands that this Agreement shall
not become effective for seven (7) days following the date it is signed, during
which time Employee may revoke the Agreement by written notice to Employer.

|          |  |     |  |                    
|--------- |  | --- |  | -------------------
|EMPLOYEE: |  | /s/ |  | PHILIP C. SURLES   
|          |  |    
|          |  |     |  | Philip C. Surles   
|          |  |     |  |                    
|          |  |     |  | Date: July 31, 2003
|          |  |     |  |                    

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EXHIBIT A

SETTLEMENT AMOUNTS



|1. |  | 12 months salary continuation based on present salary of $315,000
to be paid $26,250 per month. If employee has not taken another
position within that 12-month period then severance will continue month
to month for a maximum of six additional months.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a. |  | Accordingly, severance shall be paid for a minimum of
12 months and thereafter cease at the earlier to occur of when
employee takes another full-time position or six months.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | Appropriate adjustment (i.e., some form of sharing) if
employee takes another position at a lesser amount of
compensation than currently being earned.                       



|2. |  | Employee will be entitled to continue health insurance under
Employers health insurance program from August 1, 2003 through July
31, 2006. Employer will pay for Employees health insurance from during
this period on the same terms and conditions as may be in effect from
time to time for the executive officers of Champion Enterprises, Inc.
Employers payment of this continued health insurance coverage will
cease, however, if and when Employee commences new employment prior to
July 31, 2006.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|3. |  | Employee is not entitled to any 2003 incentive bonus.                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|4. |  | Employer will pay for Employees moving and relocation expenses up
to $15,000.                                                                                                                                                                                                                                                                                                                                                                                                                                 

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