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                                                                   EXHIBIT 10.25

                     Amendment No. 1 to Debtor-In-Possession

                               Financing Agreement

         This AMENDMENT NO. 1 TO THE DEBTOR-IN-POSSESSION FINANCING AND SECURITY
AGREEMENT (this "Amendment No. 1"), dated as of February 27, 2003, by and among
Oakwood Homes Corporation, as a debtor and a debtor-in-possession, a North
Carolina corporation (the "Parent"), the affiliates of the Parent set forth on
the signature pages hereto, each as a debtor and a debtor-in-possession
(together with the Parent, individually a "Debtor Borrower" and collectively,
the "Debtor Borrowers"), Oakwood Servicing Holdings Co., LLC, a Nevada limited
liability company (individually the "Non-Debtor Borrower" and collectively with
the Debtor Borrowers, the "Borrowers"), the financial institutions set forth on
the signature pages hereto (each individually a "Tranche A Lender" and
collectively, the "Tranche A Lenders") and Greenwich Capital Financial Products,
Inc., a Delaware corporation, as agent for the Tranche A Lenders (in such
capacity, the "Agent"). Reference is made to the Debtor-in-Possession Financing
and Security Agreement dated as of January 28, 2003 (the "Financing Agreement")
among the Borrowers, the Tranche A Lenders and the Agent.

         SECTION 1. All terms used in this Amendment No. 1 which are defined in
the Financing Agreement and which are not defined herein have the same meanings
as set forth in the Financing Agreement.

         SECTION 2. Each of the undersigned agrees to amend Section 7.01(t) of
the Financing Agreement to (i) remove the words "February 28, 2003" in the
second line therein and replace them with the words "March 31, 2003 (or such
later date as the Tranche A Lenders shall agree in writing)" and (ii) remove the
two references to "of at least 82%" and replace each with the following
language: "at an initial cash price of not less than 80% (or such other amount
as the Tranche A Lenders shall agree in writing)".

         SECTION 3. The amendment contained in Section 2 is limited in effect,
shall apply only as expressly set out herein and shall not constitute, or be
deemed to be a consent to any other transaction or a waiver or amendment of any
other provision of the Financing Agreement, except as specified herein. Except
as aforesaid, the Financing Agreement shall remain in full force and effect and
is hereby ratified and confirmed in all respects.

         SECTION 4. This Amendment No. 1 shall be governed by and construed in
accordance with the laws of the State of New York.

         SECTION 5. This Amendment No. 1 shall become effective upon receipt by
the Agent of counterparts of this Amendment No. 1 executed by each of the
Borrowers.

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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be executed by their respective officers thereunto duly authorized, as of the
date first above written.

                                      BORROWERS:

                                      OAKWOOD HOMES CORPORATION,
                                      a North Carolina corporation
                                      _________________________________
                                      By: Robert A. Smith
                                      Its: Executive Vice President

                                      OAKWOOD ACCEPTANCE CORPORATION,
                                      LLC, a Delaware limited liability company
                                      _________________________________
                                      By: Robert A. Smith
                                      Its: Vice President

                                      OAKWOOD SHARED SERVICES, LLC,
                                      a Delaware limited liability company
                                      _________________________________
                                      By: Robert A. Smith
                                      Its: Vice President

                                      OAKWOOD SERVICING HOLDINGS CO., LLC
                                      a Nevada limited liability company
                                      _________________________________
                                      By: Randelle R. Smith
                                      Its: Assistant Treasurer

               [ADDITIONAL BORROWERS LISTED ON THE FOLLOWING PAGE]

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                                      OAKWOOD MOBILE HOMES, INC.,
                                      a North Carolina corporation

                                      _________________________________
                                      By: Robert A. Smith
                                      Its: Vice President

                                      CREST CAPITAL, LLC,
                                      a Nevada limited liability company

                                      _________________________________
                                      By: Randelle R. Smith
                                      Its: Vice President

                                      FSI FINANCIAL SERVICES, INC.,
                                      a Michigan corporation

                                      _________________________________
                                      By: Robert A. Smith
                                      Its: Vice President

                                      TRI-STATE INSURANCE AGENCY, INC.,
                                      a Michigan corporation

                                      _________________________________
                                      By: Robert A. Smith
                                      Its: Vice President

               [ADDITIONAL BORROWERS LISTED ON THE FOLLOWING PAGE]

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                                      HBOS MANUFACTURING, LP,
                                      a Delaware limited partnership

                                            By:  Oakwood Mobile Homes, Inc.,
                                                 Its general partner

                                      _________________________________
                                      By: Robert A. Smith
                                      Its: Vice President

                                      PREFERRED HOUSING SERVICES, LP, a
                                      Delaware limited partnership

                                          By:  Oakwood Mobile Homes, Inc.,
                                               Its general partner

                                      _________________________________
                                      By: Robert A. Smith
                                      Its: Vice President

                                      NEW DIMENSION HOMES, INC.,
                                      a Delaware corporation

                                      _________________________________
                                      By: Robert A. Smith
                                      Its: Vice President

                                      GOLDEN WEST LEASING, LLC,
                                      a Nevada limited liability company

                                      _________________________________
                                      By: Randelle R. Smith
                                      Its: Vice President

               [ADDITIONAL BORROWERS LISTED ON THE FOLLOWING PAGE]

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                                      DREAMSTREET COMPANY, LLC,
                                      a Delaware limited liability company

                                      _________________________________
                                      By: Robert A. Smith
                                      Its: Vice President

                                      HOME SERVICE CONTRACT, INC.,
                                      a Michigan corporation

                                      _________________________________
                                      By: Robert A. Smith
                                      Its: Vice President

                                      SUBURBAN HOME SALES, INC.,
                                      a Michigan corporation

                                      _________________________________
                                      By: Robert A. Smith
                                      Its: Vice President

                                      OAKWOOD MHD4, LLC,
                                      a Delaware limited liability company

                                      _________________________________
                                      By: Robert A. Smith
                                      Its: Vice President

                    [AGENT AND LENDER SIGNATURE PAGE FOLLOWS]

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                                      AGENT AND TRANCHE A LENDER:

                                      GREENWICH CAPITAL FINANCIAL
                                      PRODUCTS, INC.

                                      By:  _____________________________________
                                           Name:
                                           Title:


                                      TRANCHE A LENDER:

                                      BH FINANCE LLC

                                      By:  _____________________________________
                                           Name:
                                           Title: