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                                                                Exhibit 10.6 (d)



                 MASTER INDUSTRIAL DEVELOPMENT LEASE AGREEMENT

                                    between

                    THE INDUSTRIAL DEVELOPMENT BOARD OF THE
                          CITY OF HUMBOLDT, TENNESSEE

                                      and

                         AMERICAN WOODMARK CORPORATION

                         Dated as of December 15, 2000

This Instrument Prepared By:

G. Griffin Boyte
Warmath and Boyte
314 N. 22nd Avenue
P.O. Box 406
Humboldt, TN 38343-0406
(901) 784-1550
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     THIS MASTER INDUSTRIAL DEVELOPMENT LEASE AGREEMENT ("Lease or Agreement")
is entered into as of December 15, 2000, by and between THE INDUSTRIAL
DEVELOPMENT BOARD OF THE CITY OF HUMBOLDT, TENNESSEE, a public non-profit
corporation organized and existing under the laws of the State of Tennessee
("Board or Lessor") and AMERICAN WOODMARK CORPORATION, a corporation organized
and existing under the laws of the State of Virginia ("Lessee"),

                                    RECITALS

     1.  Chapter 210 of the Public Acts of the State of Tennessee of 1955,
constituting Chapter 53 of Title 7 of the Tennessee Code Annotated, as amended
and supplemented (the "Act"), authorizes Lessor to acquire, own, lease and/or
dispose of property, structures, equipment and facilities for industry,
commerce, distribution and research, in order to create or preserve jobs and
employment opportunities and improve the economic welfare of the people of the
State of Tennessee.

     2.  Lessor has found and determined, and hereby finds and determines, that
the industrial, commercial and economic welfare of the State of Tennessee will
benefit by the Project (as hereinafter defined).

     3.  Lessor is authorized by the Act to issue industrial development revenue
notes to defray the cost of acquiring, constructing, installing and equipping
facilities such as the Project and to secure the note(s) as provided in the Act.

     4.  To induce Lessee to operate a manufacturing facility in the City of
Humboldt, Gibson County, Tennessee, Lessor is the owner of the Land (hereinafter
defined) previously acquired from the City of Humboldt, Tennessee, and Lessor
will construct, or cause to be constructed, a Building (hereinafter defined) and
acquire and install, or cause to be acquired and installed, the Equipment
(hereinafter defined) thereon in accordance with Lessee's requirements, and
Lessor will lease said Land, Building and Equipment to Lessee under the terms
and conditions of this Agreement.

     5.  To obtain funds for the construction and equipping on the Land of the
Building and Equipment, Lessor will issue and sell its 2000-1 Note (hereinafter
defined) under and pursuant to the Act. The 2000-1 Note will be secured by the
Deed of Trust, Security Agreement and the Assignment (all hereinafter defined).

     6.  Lessor has been authorized by resolutions duly adopted by the City of
Humboldt, Tennessee, and Gibson County, respectively, to negotiate and enter
into an agreement with Lessee to make payments in lieu of taxes, according to
the provisions set forth in this Lease, and Lessor has obtained all consents and
approvals, if any, required by the provisions of Tennessee law for the issuance
and delivery from time to time of the Notes and the execution and delivery of
this Agreement, the Deeds of Trust and the Assignment.

     7.  Lessor has determined and found that the payments in lieu of ad valorem
tax agreement entered into with Lessee in connection with the leasing of the
Project, as set forth in Article IV hereof, is in furtherance of Lessor's public
purposes, as defined in the Act, including, without limitation, Section 7-53-305
of the Act.

     8.  Lessor is authorized and empowered by the provisions of the Act to
execute and deliver the Security Agreement and the Deed of Trust
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for the Project and to assign to the holder of the 2000-1 Note, Lessor's
interest in this Agreement pursuant to the Assignment.

     9.  Lessor proposes to lease the Project to Lessee, and Lessee desires to
lease and rent the Project from Lessor upon the terms and conditions set forth
in this Agreement.

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the parties hereto covenant, agree and bind themselves as
follows: provided, that any obligation of Lessor created by or arising out of
this Agreement shall never constitute a debt or a pledge of the faith and credit
or the taxing power of Lessor, the City of Humboldt, Tennessee, or Gibson
County, Tennessee, or any other political subdivision or taxing district of the
State of Tennessee, and the obligations of Lessor arising hereunder or under the
Note, the Deed of trust, Security Agreement or the Assignment shall be payable
solely out of the rents payable hereunder, anything herein contained to the
contrary by implication or otherwise notwithstanding.

                                   ARTICLE I.
                                  DEFINITIONS

     All capitalized terms used herein shall have the following meanings:

     "Additional Rent" means the additional rent due to Lessor in accordance
with Section 3.3(d) and Article IV.

     "Ad Valorem Property Taxes" means all real and personal property taxes or
assessments which would ordinarily be assessed or levied against the Project, or
any part thereof, if privately owned by Lessee, including any penalties or
interest for real or personal property taxes which may be hereafter assessed or
levied against any of the foregoing during the Lease Term for the nonpayment of
such taxes.

     "Assignment" means the Assignment of Rents and Lease dated as of this date,
from Lessor to the Lessee, and all amendments, supplements and restatements
thereof, to further secure the payment of the Note.

     "Bill of Sale" means (i) the 2000 Bill of Sale, and (ii) any other bill of
sale delivered by Lessee, as seller, to Lessor, as purchaser, from time to time,
pursuant to Section 3.11 of this Lease, to effect the sale of Equipment to
Lessor.

     "Building" means all improvements affixed to the Land, including leasehold
improvements (but excluding Equipment), as such currently exist on the date
hereof, or are hereafter constructed or modified including, but not limited to,
improvements which are hereafter constructed or modified and which are acquired
by the Lessor with the proceeds of any Additional Notes.

     "Completion Date" means the day upon which the construction of the Building
on the Land has been completed in accordance with Lessee's plans and
specifications, all as certified by the Lessee.

     "Cost" with respect to the Project shall be deemed to include all present
and future costs and expenses expended or incurred by Lessor or Lessee in
connection with the sale and lease of the Project, including, but not limited
to:
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          (a)  the cost of preparation of all documents necessary or appropriate
to effect the purchase of the Project by the Board, the leasing of the Project
to Lessee and in the event Lessee exercises its option to purchase the Project,
the sale of the Project to Lessee in accordance with the provisions of this
Agreement;

          (b)  all taxes, including, without limitation, recording and transfer
taxes, and expenses associated with the filing of: (i) deed of transfer to the
Board by the City of Humboldt, Tennessee; (ii) the Deeds of Trust; (iii) the
Assignment, together with such additional transfer taxes as may be due and owing
in connection with the recording of additional deeds of trust or modifications
to or supplements of the deeds of trust; and (iv) the deed of transfer from
Lessor to Lessee at such time as Lessee may exercise its option to purchase the
Project as provided in Article XI;

          (c)  the cost of any title insurance premiums incurred in connection
with the leasing of the Project to Lessee and the conveyance of the Project to
Lessee at such time as Lessee may exercise its option to purchase the Project as
provided in Article XI;

          (d)  all fees and expenses paid or payable by Lessee for professional
services retained by Lessor or Lessee in connection with the transactions
contemplated by this Agreement, including reasonable attorneys' fees and
expenses and reasonable financial advisors' fees (if any) and expenses incurred
in connection therewith; and

          (e)  any and all other reasonable expenses incurred by or on behalf of
Lessor in connection with the transactions contemplated hereby, including,
without limitation, expenses incurred in the preparation, execution and delivery
and recording of instruments pursuant to Section 6.2, and reasonable costs and
expenses, including reasonable counsel fees incurred by Lessor pursuant to
Lessor's obligations under Section 3.10.

     "County" means Gibson County, Tennessee.

     "Deed of Trust" means the Deed of Trust and Security Agreement dated as of
the date hereof, from Lessor to American Woodmark Corporation, as Trustee (the
"Trustee") for the benefit of Lessee, pursuant to which Lessor grants to the
Trustee a mortgage lien on the Project and grants to Lessee a security interest
in the Equipment to secure payment of amounts due to Lessee from Lessor under
the 2000-1 Note.

     "Default" means any Default under this Agreement as specified in and
defined by Section 10.1.

     "Equipment" means all those items of furniture, fixtures, machinery and
equipment now existing or hereafter acquired and located or to be located or
affixed to the Building or elsewhere on the Land and which have been or are
acquired:

          (i)  with the proceeds from the 2000-1 Note, or for which Lessee is
reimbursed with proceeds from the 2000-1 Note, and any item of personal property
acquired and installed in the Building or elsewhere on the Land in substitution
therefor, all of which is described generally in Exhibit "A", attached hereto;
and

          (ii) with the proceeds from any Additional Notes, or for which Lessee
is reimbursed with proceeds from the Additional Notes,
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and any items of personal property acquired and installed in the Building or on
the Land in substitution therefor.

     "Fair Market Value" means with respect to any item of Equipment, the sale
value such item of equipment would obtain in an arm's-length transaction between
an informed and willing seller under no compulsion to sell and in informed and
willing buyer-user. A comparable sale of like or similar property is an arm's-
length transaction in reasonably close proximity to the valuation date shall
constitute the best evidence of the Fair Market Value of any such item. In the
absence of a comparable sale, the lesser of cost or the depreciated book value
of such item shall constitute the best evidence of the item's Fair Market Value.

     "Land" means the land described in Exhibit "B" attached hereto.

     "Lease" means this Master Industrial Development Lease Agreement and each
supplement hereto, as same may from time to time be amended, modified or
supplemented.

     "Lease Term" means, with respect to the Project or with respect to any item
of Equipment, the term of the leasehold estate created in this Agreement as set
forth in Section 3.2, or in the applicable Supplement.

     "Lessee Documents" means this Lease.

     "Lessor Documents" means the 2000-1 Note, this Lease, the Deed of Trust and
Security Agreement and the Assignment.

     "Net Proceeds", when used with respect to any insurance proceeds or any
condemnation award, means the amount remaining after deducting all expenses
(including reasonable attorneys' fees) incurred in the collection of such
proceeds or award from the gross proceeds thereof.

     "2000 Bill of Sale" means the Bill of Sale pursuant to which Lessee has
conveyed the Equipment to Lessor.

     "2000-1 Note" means the non-recourse Twenty Million Three Hundred Sixty-Six
Thousand Eight Hundred Eighty-Eight and 20/100 Dollars ($20,366,888,20)
aggregate principal amount Industrial Development Revenue Note (American
Woodworking Project) Series 2000 of even date herewith, or any amendments or
extensions thereof payable from Lessor to Lessee for the purpose of acquiring
and constructing the Building and Equipment or any portion thereof.

     "Note" or "Notes" means: (i) the 2000-1 Note; and (ii) each additional non-
recourse promissory note ("Additional Note") issued by Lessor and delivered to
Lessee from time to time during the term hereof to effect the purchase of any
additional part of the Project, as described in Section 3.11 hereof.

     "PILOT" means payment-in-lieu-of-taxes as provided in Section 4.1 hereof.

     "Project" means the Land, Building and Equipment.

     "Project Site" means the Land and Building.

     "Register's Office" means the Register's Office of Gibson County,
Tennessee.
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     "Security Agreement" means the Security Agreement dated as of the date
hereof, from Lessor to Lessee, pursuant to which Lessor grants to Lessee a
security interest in the Equipment.

     "State" means the State of Tennessee.

     "Supplement" means an Acceptance Supplement substantially in the form of
Exhibit "C" attached hereto, pursuant to which Lessor leases to Lessee, from
time to time, additional equipment which Lessor shall have acquired in
connection with the issuance of Additional Notes in accordance with Section 3.11
hereof.

     "Unrelated Assets" means all property and assets presently owned or
hereafter acquired or held by Lessor in conjunction with contracts and
agreements having no connection, directly or indirectly, with the Project or the
transactions contemplated by this Lease.

                                   ARTICLE II
                   REPRESENTATIONS, COVENANTS AND WARRANTIES

     Section 2.1 Representations, Covenants and Warranties of Lessor. Lessor
represents, covenants and warrants as follows:

     (a) Lessor is a Tennessee public nonprofit corporation. Under the
provisions of this Act, Lessor is authorized to enter into the transactions
contemplated by this Agreement, including, without limitation, executing and
delivering the Lessor Documents, and to carry out its obligations hereunder and
thereunder. Lessor has duly authorized the execution, delivery and performance
of the Lessor Documents. The Lessor Documents constitute the valid and legally
binding obligations of Lessor, enforceable in accordance with their terms,
except as enforcement may be limited by bankruptcy, insolvency, reorganization,
liquidation, moratorium or similar laws at the time in effect affecting the
rights or remedies of creditors generally or by general principles of equity.

     (b) Lessor has received from the City, the County and any other requisite
governmental authority sufficient authority and power under Tennessee Code
Annotated Section 7-53-305 to authorize, negotiate, enter into, receive and
accept in lieu of tax payments, as set forth in Article IV hereof.

     (c) Lessor will at all times during the Lease Term remain in existence as a
public nonprofit corporation under the Act with full power and authority to take
such action as may be required of it during the Lease Term, including executing
and delivering a good and sufficient deed of transfer and bills of sale to
transfer the Project to Lessee if and when Lessee shall elect to exercise its
option to purchase the Project pursuant to Article XI.

     (d) Lessor will not sell, pledge or otherwise encumber any of its rights or
obligations under this Agreement other than as contemplated herein.

     (e) The Project constitutes a "project" within the meaning of the Act, and
Lessor will not cause the Project to cease to constitute a "project" within the
meaning of the Act except as contemplated by Section 10.2

     (f) Neither the execution and delivery of the Lessor Documents nor the
consummation of the transactions contemplated hereby and
<PAGE>

thereby, nor the fulfillment of or compliance with the terms and conditions
hereof or thereof materially conflicts with or results in a material breach of
the terms, conditions or provisions of any agreement or instrument to which
Lessor is now a party or by which Lessor is found, or constitutes a material
default under any of the foregoing.

     (g) There is no action, suit, proceeding, inquiry or investigation, in law
or in equity, before or by any court, public board or body, pending or, to
Lessor's best knowledge, threatened against or affecting Lessor or any of its
officers, nor to Lessor's best knowledge is there any basis therefor, wherein an
unfavorable decision, ruling or finding would materially adversely affect the
transactions contemplated by the Lessor Documents or which would materially
adversely affect, in any way, the validity or enforceability of the Lessor
Documents or any other material agreement or instrument to which Lessor is a
party, used or contemplated for use in the consummation of the transactions
contemplated hereby.

     (h) The 2000-1 Note does not constitute a debt or liability or pledge of
the faith and credit of the City, the County or the State.

     (i) Lessor will not claim for federal, state or local income tax purposes,
any tax benefits (including any tax credits or cost recovery deductions)
relating to the Project (the "Tax Benefits") and at Lessee's expense will make
any and all elections and take any and all actions as Lessee may reasonably
request in order to enable Lessee to claim any and all of the Tax Benefits.

     (j) Lessor has not received any notice of any violation of, nor to the best
knowledge of Lessor, has Lessor violated any ordinance, regulation, law,
statute, rule or restriction relating to the Project, including, but not limited
to, any applicable governmental laws or regulations relating to hazardous waste
or use of hazardous or toxic materials or substances.


     Section 2.2 Representations, Covenants and Warranties of Lessee. Lessee
represents, covenants and warrants as follows:

     (a) Lessee is a corporation duly organized, validly existing and in good
standing under the laws of the State of Virginia. Lessee is qualified to do
business and is in good standing under the laws of the State. Lessee is not in
violation of any provisions of its Charter or Bylaws, as amended, has the
corporate power to enter into the Lessee Documents, and has duly authorized the
execution and delivery of the Lessee Documents.

     (b) The Lessee Documents constitute the valid, legal and binding
obligations of Lessee, enforceable against Lessee in accordance with their
respective terms, except as the same may be limited by bankruptcy, insolvency or
similar laws at the time in effect affecting the rights of creditors generally
or by general principles of equity.

     (c) Neither the execution and delivery of the Lessee Documents, nor the
consummation of the transactions contemplated hereby and thereby, nor the
fulfillment of or compliance with the terms and conditions hereof or thereof
materially conflicts with or results in a material breach of or constitutes a
default under the Charter or the Bylaws of Lessee or the terms, conditions or
provisions of any material agreement or instrument or any order, decree, writ or
judgment to which
<PAGE>

Lessee is now a party or by which Lessee is bound, or constitutes a material
default under any of the foregoing.

     (d) There is no action, suit, proceeding, inquiry or investigation, at law
or in equity, before or by any court, public board or body, pending or, to
Lessee's best knowledge, threatened, against or affecting Lessee or any of its
officers, nor to Lessee's best knowledge, is there any basis therefor, wherein
an unfavorable decision, ruling or finding would materially adversely affect the
transactions contemplated by the Lessee Documents or which would materially
adversely affect, in any way, the validity or enforceability of the Lessee
Documents, or any material agreement or instrument to which Lessee is a party,
used or contemplated for use in the consummation of the transactions
contemplated hereby.

     (e) Lessee will use due diligence to cause the Project to be operated
substantially in accordance with the laws, rulings, regulations, rules,
restrictions, covenants and ordinances (including any law, ruling, regulation,
rule, restriction, covenant and ordinance relating to hazardous waste or the use
of hazardous or toxic materials or substances) of all applicable governing
bodies, including the governments of the United States and the State, and the
departments, agencies and political subdivisions thereof. Lessee either has
obtained or will obtain all requisite approvals of the State and of other
federal, state, regional and local governmental bodies for the acquisition,
construction, improving, equipping and operation of the Project. Lessee shall,
throughout the Lease Term, cause the Project to be used in a manner that will
constitute a "project" within the meaning of the Act. Lessee has represented to
Lessor its intention to operate and use the Project as a manufacturing facility,
and it agrees to operate and utilize the Project at all times during the Lease
Term as a facility authorized pursuant to the Act.

     (f) The lease of the Project from Lessor to Lessee induced Lessee to locate
or remain in, and to retain or expand and increase employment within, the State.

                                  ARTICLE III
                      DEMISING CLAUSES; LEASE PROVISIONS;
                     COMMENCEMENT AND COMPLETION OF PROJECT

     Section 3.1 Demise of Lessor's Interest in the Project.

Lessor hereby leases to Lessee and Lessee hereby leases from Lessor, at the
rental set forth in Section 3.3 and in any Supplement, the Project, including
those parcels or items of personal property which are described and more
specifically identified in Schedule A to each Supplement which is or may
hereafter be executed from time to time by the parties hereto. Each item of
personal property shall be subjected to this Agreement by the execution by the
Lessor and Lessee of this Lease, or one or more Supplements.

     (a) Lessee shall arrange for delivery and installation of each item of
Equipment, and Lessor shall have no responsibility or obligation whatsoever with
respect to such arrangement except as set forth in this Lease.

     Section 3.2 Effective Date of Agreement; Duration of Lease Term.

     (a) The Lease and each Supplement shall become effective as of the
respective dates thereof and shall expire on December 15, 2020, unless
terminated earlier by Lessor or Lessee in accordance with the
<PAGE>

terms hereof or unless extended in order for Lessee to benefit from the credits
described in Section 4.3(a) hereof.

     (b) Notwithstanding the provisions of Section 3.2(a), Lessee's option to
purchase the Project in accordance with Article XI shall remain in full force
and effect for a period of one hundred eighty (180) days following the
termination of this Agreement. During such one hundred eighty (180) day period,
Lessor shall give the notice provided in Section 10.2(a).

     Section 3.3 Amounts Payable.

     (a) Lessee hereby covenants and agrees to pay to the Lessor the following
amounts during the Lease Term as rent for the lease of the Project, on the
following dates:

         On the fifteenth day of March, June, September and December of each
year, in the amount of $512,445.28 each, with the first payment being March 15,
2001.

     If the day on which rent is payable is a Saturday, Sunday or public holiday
under the laws of the State, rent shall be payable on the next succeeding
business day.

     (b) Lessee also shall pay all Costs with respect to the Project associated
with the transactions contemplated hereby.

     (c) In the event Lessee shall fail to make any of the payments required in
Section 3.3(a), Lessor shall have the right to set off the amounts then due and
payable against any amounts then or thereafter due under the Notes, or if the
Notes shall have been paid in full, to exercise such other rights or remedies as
may be set forth in the Lease and this Agreement.

     (d) In the event Lessee shall fail to make proper provision for self-
insurance as set forth in Section 8.7, or to make any other payments required
herein, including, but not-limited to, payments for insurance for the Project or
repairs or maintenance expenses, Lessor shall have the right, but not the
obligation, to obtain such insurance and to make any such payments on account of
the Project, and Lessee shall immediately reimburse such amounts to Lessor as
additional rent due hereunder (the "Additional Rent"). Furthermore, the payments
in lieu of taxes required to be paid pursuant to Article IV hereof shall
constitute Additional Rent hereunder.

     Section 3.4 Obligations of Lessee Unconditional. The obligation of Lessee
to make the payments required in Sections 3.3, 3.8 and 4.1 and to perform and
observe the other agreements contained herein or therein shall be absolute and
unconditional and shall not be subject to any defense or any right of setoff,
counterclaim or recoupment arising out of any breach by Lessor of any obligation
to Lessee, whether hereunder or otherwise. Nothing contained in this Section 3.4
shall be construed to release Lessor from the performance of any of the
agreements on its part herein contained, and in the event Lessor should fail to
perform any such agreement on its part, Lessee may institute such action against
Lessor as Lessee may deem necessary to compel performance so long as such action
does not abrogate the obligations of Lessee contained in the first sentence of
this Action.

     Section 3.5 Intentionally Omitted.
<PAGE>

     Section 3.6 Agreement to Acquire, Construct, Install and Equip the Project
Subject to the provisions of Section 3.10 hereof, Lessor agrees that:

     (a)    It will acquire the Project, including, but not limited to, any
additional portion of the Project which Lessee requests that Lessor acquire in
accordance with Section 3.11 hereof.

     (b)    It shall not execute any contract for or with respect to the
acquisition, construction, installation and equipping of the Project or any part
thereof without the prior written approval of Lessee.

     (c)    Before entering into any contract for the construction of the
Building or any part thereof, it will ca use the contractor to execute and
deliver any bond as Lessee may reasonably request.
<PAGE>

     Lessor agrees that it will enter into, or accept the assignment of, such
contracts as Lessee may request, such assignments to be in form reasonably
acceptable to Lessor, in order to effectuate the purposes of this Section but
that it will not execute any other contract or give any order for such
acquisition, construction, installation and equipping of the Project unless and
until Lessee shall have approved the same in writing.

     Lessor hereby makes, constitutes and appoints Lessee as its true and lawful
agent, and Lessee hereby accepts such agency, (a) to acquire, construct, install
and equip the Project, (b) to make, execute, acknowledge and deliver any
contracts, order, receipts, writings and instructions, either in the name of the
Lessee solely or as the stated agent for Lessor, with any other persons, firms
or corporations, and in general to do all things which may be requisite or
proper, all for the acquisition and installation of the Project with the same
powers and with the same validity as Lessor could do if acting in its own
behalf, (c) pursuant to the provisions of this Lease, to pay all fees, costs and
expenses incurred in the acquisition of the Project from funds made available
therefor in accordance with this Lease, and (d) to ask, demand, sue for, levy,
recover and receive all such sums of money, debts, dues and other demands
whatsoever which may be due, owing and payable to Lessor under the terms of any
contract, order, receipt, writing or instruction in connection with the
acquisition of the Project, and to enforce the provisions of any contract,
agreement, obligation, bond or other performance security. So long as Lessee is
not in default under any of the provisions of this Lease, this appointment of
Lessee to act as agent and all authority hereby conferred are granted and
conferred irrevocably to the Completion Date and thereafter until all activities
in connection with the acquisition of the Project shall have been completed, and
shall not be terminated prior thereto by act of Lessor or of Lessee or by
operation of law. However, Lessee shall enter into no agreement or contract on
behalf of Lessor which would, in any manner, subject the Lessor's Unrelated
Assets to any claim, charge, liability or lien.

     Lessee agrees, pursuant to the authority and power granted in the preceding
paragraph, promptly to commence acquisition, construction and installation of
the Project and to proceed with such acquisition, construction, installation and
equipping with due diligence, in a good and workmanlike manner and in compliance
with all legal requirements, ordinances and restrictions, and to complete such
rehabilitation, acquisition and installation within one (1) year after the date
hereof.

     Lessor agrees to use its reasonable best efforts to cause the acquisition
of the Project to be completed with all reasonable dispatch and in accordance
with the schedule desired by the Lessee.
<PAGE>

     Section 3.7 Agreement to Issue Notes; Application of Note Proceeds. In
order to acquire the Land, and to provide funds for payment of the costs of the
acquisition, construction, installation and equipping of the Building and
Equipment provided for in Section 3.6 hereof, Lessor shall issue the 2000-1
Note.

     Section 3.8 Use of Proceeds. The proceeds of the 2000-1 Note will be
utilized by Lessee only for the payment of, or reimbursement of Lessee for
payment of, the following costs and expenses:

     (a)    The fees, taxes and expenses for recording or filing any of the
Lessor Documents or the Lessee Documents; the fees, taxes and expenses for
recording or filing any financing statements and any other documents or
instruments that either Lessor or Lessee may deem desirable to file or record in
order to perfect or protect the lien of any of the Lessor Documents;

     (b)    The legal and fiscal fees and expenses incurred in connection with
the authorization and issuance of the Notes, the preparation of the Lessor
Documents or the Lessee Documents, and all other documents in connection
therewith;

     (c)    The fees for architectural, engineering and supervisory services
with respect to the Project;

     (d)    All costs in connection with acquisition of the Land, site
preparation of the Land, construction of the Building and acquisition and
installation of the Equipment;

     (e)    To such extent as they shall not be paid by a contractor for
construction with respect to any part of the Building, payment of the premiums
on all insurance required to be taken out and maintained during the construction
of the Building; and

     (f)    Any other costs and expenses relating to the Project which would
constitute a cost or expense for which Lessor may issue Notes.

     In connection with any payment under this Section 3.8 for, or reimbursement
of the Lessee for, the acquisition and installation of Equipment the Lessee, at
the time of request for such payment, shall deliver to the Lessor, a bill of
sale (naming the Lessor as the Purchaser) specifically listing each item of such
Equipment.
<PAGE>

     Nothing contained in this Lease or in any related document shall impose
upon Lessor any obligation to see to the proper application of the proceeds of
the Notes disbursed in accordance with the terms hereof, regardless of any
inspection or other actions taken.

     Upon completion of the acquisition, construction, installation and
equipping of the Project, Lessee shall cause all costs and expenses in
connection therewith to be paid, and shall deliver to Lessor a certificate
signed by Lessee's authorized representative that (i) construction and equipping
of the Building has been completed in all respects and all costs of labor,
services, materials and supplies used in such renovation have been paid, and
(ii) all other facilities necessary in connection with the Project have been
acquired and constructed and all costs and expenses incurred in connection
therewith have been paid. Notwithstanding the foregoing, such certificate may
state that it is given without prejudice to any rights against third parties
which exist at the date of such certificate or which may subsequently come into
being.

     Section 3.9 Lessee Required to Pay Costs of the Project in Event Note
Proceeds Insufficient. In the event the proceeds of the 2000-1 Note available
for payment of the costs of the Project and the other costs, fees and expenses
listed in Section 3.8 should not be sufficient to pay the same in full, Lessee
agrees to complete the Project and to pay all that portion of the costs of the
Project and the other costs, fees and expenses listed in Section 3.8 as may be
in excess of the monies available therefor from the proceeds of the 2000-1 Note.
Lessor does not make any warranty, either express or implied, that the proceeds
of the 2000-1 Note which, under the provisions of this Lease, will be available
for payment of the costs of the Project, will be sufficient to pay all the costs
which will be incurred in that connection.

     Section 3.10 Lessor to Pursue Remedies Against Contractors, Subcontractors
and Suppliers and Their Sureties. In the event of default of any contractor,
subcontractor or supplier under any contract made by it in connection with the
Project or in the event of breach of warranty with respect to any material,
workmanship or performance guarantee, Lessor will, at the written request of
Lessee, promptly proceed (subject to Lessor's advice to the contrary), either
separately or in conjunction with others, to exhaust the remedies of Lessor
against the contractor, subcontractor, or supplier so in default and against
each surety for the performance of such contract. Lessee agrees to advise Lessor
of the steps it intends to take in connection with any such default. If Lessee
shall so notify Lessor, Lessee may, in its own name or in the name of Lessor,
prosecute or defend any action or proceeding or take any other action involving
any such contractor, subcontractor or surety which the Lessee deems reasonably
necessary, and in such event Lessor hereby agrees to cooperate fully with Lessee
and to take all action necessary to effect the substitution of Lessee for Lessor
in any such action or proceeding. Any amounts recovered by way of damages,
refunds, adjustments or otherwise in connection with the foregoing shall be paid
to Lessee.

     Section 3.11 Additional Notes. At the request of Lessee, Lessor shall,
from time to time, but in no event after _____, _____, issue one or more
Additional Notes to finance the completion of the acquisition, construction,
installation, equipping, improving or expansion of the Project. In connection
with such issuances, from time to time, of Additional Notes, the property, plant
and equipment acquired with the proceeds of such Notes, including without
limitation, the cost of any
<PAGE>

replacement, enhancements, additions and expansions to the Project, (i) shall
become part of the Project and shall be included under this Agreement and the
rent shall be adjusted accordingly, and (ii) shall be subject to the PILOT
Schedule set forth in Section 4.1 hereof in lieu of Ad Valorem Property Taxes.

                                  ARTICLE IV
                           PAYMENTS IN LIEU OFTAXES

     (a)    PILOT Schedule. In addition to Lessee's obligations to pay rent in
accordance with Section 3.3, Lessee shall make payments to the City and County,
as Additional Rent, in lieu of Ad Valorem Property Taxes for the Project as
follows:

     Year                 Payments in Lieu of Tax Amount

   2001-2010              -0-

     2011                 10% of the amount that Lessee would have to pay in Ad
                          Valorem Property Taxes if the Project were owned by
                          Lessee, rather than by Lessor.

     2012                 20% of the amount that Lessee would have to pay in Ad
                          Valorem Property Taxes if the Project were owned by
                          Lessee, rather than by Lessor.

     2013                 30% of the amount that Lessee would have to pay in Ad
                          Valorem Property Taxes if the Project were owned by
                          Lessee, rather than by Lessor.
<PAGE>

     2014                 40% of the amount that Lessee would have to pay in Ad
                          Valorem Property Taxes if the Project were owned by
                          Lessee, rather than by Lessor.

     2015                 50% of the amount that Lessee would have to pay in Ad
                          Valorem Property Taxes if the Project were owned by
                          Lessee, rather than by Lessor.

     2016                 60% of the amount that Lessee would have to pay in Ad
                          Valorem Property Taxes if the Project were owned by
                          Lessee, rather than by Lessor.

     2017                 70% of the amount that Lessee would have to pay in Ad
                          Valorem Property Taxes if the Project were owned by
                          Lessee, rather than by Lessor.

     2018                 80% of the amount that Lessee would have to pay in Ad
                          Valorem Property Taxes if the Project were owned by
                          Lessee, rather than by Lessor.

     2019                 90% of the amount that Lessee would have to pay in Ad
                          Valorem Property Taxes if the Project were owned by
                          Lessee, rather than by Lessor.

     After 2019           100% of the amount that Lessee would have to pay in A
                          Valorem Property Taxes if the Project were owned by
                          Lessee, rather than by Lessor.

and each installment shall be subject to being decreased by certain credits as
set forth in Section 4.3.

     (b)    Subsequent Improvements to Project Financed with Additional Notes.
As set forth in Section 3.11 of this Lease, Lessor and Lessee contemplate that
from time to time Lessor will issue Additional Notes for the purpose of further
improving the Project by (i) construction of further buildings and improvements,
and/or (ii) the acquisition and installation of additional Equipment, (i) and
(ii) collectively "Subsequent Improvements". In the event Lessor issues
Additional Notes for the purpose of acquiring, constructing, installing or
equipping Subsequent Improvements, then such Subsequent Improvements shall be
subject to the PILOT Schedule set forth in Section 4.1(a) above in all respects,
as set forth in Section 3.11 above.

     Section 4.2 Payment Date. Payments in lieu of taxes shall be paid (a) in
the same manner, at the same time and to the same tax collector(s) as ad valorem
taxes are normally due and payable in the City and the County, or (b) in the
event that such tax collector(s) bill Lessee for payments in lieu of taxes at a
date later than the time at which ad valorem taxes are normally due and payable,
in a timely manner when billed. All PILOTs shall constitute a lien on the
Project, having the same priority as Ad Valorem Property Taxes in accordance
with the provisions of Tennessee Code Annotated, Section 67-5-2101.
<PAGE>

     Section 4.3 Credits Against Amounts Payable.

     (a)    Lessee shall receive the following credits, on a dollar-for-dollar
basis, against the payments in lieu of taxes due under Section 4.1:

            (i)     an aggregate of all Ad Valorem Property Taxes paid if
payable by Lessee on account of the Project for a period commencing January 1,
2001, and continuing through the termination of the Lease Term;

            (ii)    an aggregate of all sales taxes paid to the State on account
of payments of rent by Lessee pursuant to this Agreement.

     (b)    Lessee shall be entitled to take any credits due pursuant to Section
4.3(a) in the year in which such amounts are paid by Lessee. If the credits due
Lessee in any one (1) year exceed the PILOT to be paid for that year, any excess
credit shall be carried forward and applied against the PILOT for the next
succeeding year(s).

     (c)    At such time as the Project shall be legally placed upon the ad
valorem tax rolls of the City and the County, with ad valorem taxes assessable
to Lessee, the payments in lieu of taxes required herein shall automatically
terminate, and Lessee shall pay that portion of the PILOT prorated for the
portion of the year the Project was leased by Lessee and thereafter Lessee shall
pay such ad valorem taxes as may then be properly assessed to it on account of
its ownership of the Project.

     (d)    In the event Lessee's leasehold interest in the Project shall become
subject to ad valorem taxes at any time during the Lease Term, the amount of
such tax payable by Lessee as a result of such assessment shall be credited
against any in lieu of tax payments due under Section 4.1 until such additional
tax payments shall have been fully recouped.

     (e)    Not less than thirty (30) days prior to making any payment in excess
of One Thousand Dollars ($1,000.00) which Lessee intends to credit against
amounts payable in lieu of taxes due under Section 4.1, Lessee shall notify the
City and the County of Lessee's intent to credit such payment against amounts
payable in lieu of taxes by sending written notice to:

                    Mayor, City of Humboldt
                    Humboldt Municipal Center
                    1421 Osborne Street
                    Humboldt, TN 38343

                            and

                    Gibson County Trustee
                    Gibson County Courthouse
                    Trenton, TN 38343

     (f)    Credits against the payments in lieu of taxes shall be applied pro-
rata against the amounts owed to the city and to the County pursuant to Section
4.1 in the same proportion that the City rate bears to the County tax rate.

     Section 4.4 Provisions for Calculating Amount of PILOTs. As part of the
Project, and for the public purpose of increasing and maintaining
<PAGE>

employment in the State, the Building will be constructed and the Equipment will
be acquired and installed for the purpose of constructing a manufacturing
facility at the Project.

     Section 4.5 Computation of PILOT; Challenge.

     (a)    Intentionally Deleted.

     (b)    Computation. For the years in which the PILOTs are expressed as a
percentage of taxes that would be due with respect to the Project if the Project
were owned by LESSEE, the amount of each year PILOTs shall be computed as set
forth below.

     (c)    Valuation of Project Site by Assessor. Subject to Lessee's right of
appeal as set forth in subsection (d), if the County Tax Assessor or successor
official (the "Assessor") has assigned values to the Project Site as if the
Project Site were appraised for property tax purposes, then the PILOTs for each
tax year shall be computed using the values assigned by the Assessor.

     (d)    Disagreement with Assessor. It is the intent of the parties that in
the event the Lessee disagrees with the values assigned to the Project by the
Assessor, Lessee shall have available to it the same rights and remedies as if
the Project were owned by Lessee, rather than by Lessor. Lessor and Lessee
acknowledge that for so long as the Project is owned by Lessor, the local and/or
state boards of equalization and/or the courts (collectively the "Assessing
Authorities") (i) may be unwilling to consider Lessee's appeal from the
assessor's valuation or (ii) may believe that they are prevented by applicable
law from considering Lessee's appeal. Therefore, in addition to the rights and
remedies that would be available to Lessee if the Project were owned by Lessee
(rather than by Lessor), if Lessee disagrees with the valuation assigned to the
Project by the Assessor, and the assessing Authorities have declined to exercise
its jurisdictional powers due to the fact that the Project is owned by the
Lessor, Lessee shall be entitled to the remedies set forth in subsections (f)
and (g).

     (e)    Failure of Assessor to Assess. Lessor and Lessee acknowledge that
(i) the Assessor may have no legal duty to value the Project and may, therefore,
be unwilling to determine the Project's value, or (ii) at the applicable time
the Assessor may be prevented by applicable law from determining a value for the
Project. Lessee and Lessor will use their best efforts to cause the Assessor to
determine, no later than October 1, 2001, the value of the Project and
thereafter to reappraise the Project at the times that industrial property
similar in character and location to the Project is either required by law to be
reappraised or customarily reappraised by the Assessor, including, without
limitation, any time at which an addition or improvement of substantial value
shall be made to the Project.

     (f)    Assessor Will Not Value. In the event that, on or before October 1st
in any tax year in which a new value for the Project shall be required, the
Assessor fails to provide such value, Lessee and Lessor will use their best
efforts to negotiate a mutually acceptable value equivalent to the value at
which the Assessor would have appraised the Project had the Assessor appraised
or reappraised it as the case may be.

     (g)    Procedure If No Agreement. In the event that the Assessor will not
value the Project and Lessee and Lessor are unable to arrive at a mutually
acceptable valuation of the Project for any tax year which such a valuation is
necessary for purposes of calculating the applicable
<PAGE>

PILOT in accordance with this Article 4 by December 1 of each year, Lessor and
Lessee shall each appoint an independent appraiser not later than January 10
succeeding such December 1. Within fifteen (15) days after the appointment of
the last of the two (2) independent appraisers, the two so appointed shall, by
mutual agreement, appoint a third independent appraiser. The three (3)
independent appraisers so appointed shall consider the assessed values for the
tax year in question which the Assessor has given to taxable industrial property
similar in character and location to the Project. Based upon the above-cited
consideration, as well as upon the then applicable law relating to the
relationship of market value of taxable property to its assessed value for tax
purposes, and such other information as may be deemed relevant, such independent
appraisers shall determine by majority vote a value for the Project, which value
shall be that which such Assessor would have given to said Property if it were
not exempt from taxes. Not later than April 1 next succeeding their appointment,
the three (3) independent appraisers shall advise Lessor and Lessee in writing
of this valuation which they have determined for the Project, and such valuation
shall be binding on Lessor and Lessee and shall be used to calculate the PiLOTs
with respect to the Project. All of the fees and expenses of the three (3)
appraisers with respect to such valuation shall be paid in full by Lessee, and
Lessee shall not be entitled to credit the amount of such fees and expenses
against the PILOT.

     (h)    Duration of Value. The determination of the value of the Project
Site as (i) made by the Assessor or (ii) mutually agreed to by Lessor and Lessee
or (iii) made by the panel of appraisers, shall be used as a basis for
calculation of the Project PILOTs for succeeding tax years until other
industrial property similar in character to the Project shall be required by law
to be reappraised, or until the Assessor in the exercise of the Assessor's
discretion shall undertake a lawful reappraisal of industrial properties, in
either of which cases a new assessed value shall be determined for the Project
as set forth in this Section 4.4

     (i)    Lessee's Equipment Report. In the event there is a challenge of the
valuation of the Equipment, then in order to facilitate the determination of a
value for the Equipment, Lessee shall furnish the Assessor, within thirty (30)
days of the notice of the challenge, a report of all tangible personal property
which constitutes a part of the Equipment. This report shall be similar in form
and detail as that required pursuant to Tennessee Code Annotated, Section 67-5-
903.

     (j)    Equipment PILOTs. Lessor and Lessee agree that for purposes of
calculating the PILOTs with respect to the Equipment, the Equipment shall be
valued in accordance with the provisions of Tennessee Code Annotated, Section
67-5-903, including the equipment groups and statutory depreciation tables set
forth in Tennessee Code Annotated, Section 67-5-903, as it may be from time to
time amended.
<PAGE>

     (k)    Change in Law. If, as a result of a change in the applicable laws
governing the assessment and levy of taxes on real property and tangible
personal property, the application of the detailed provisions of this Section
4.4 would result in PILOTs in amounts or at times materially different from the
PILOTs that would be payable with respect to the Project for comparable periods
but for such change in the applicable law, then in such event the provisions of
this Section 4.7 shall be superseded by arrangements which will cause the Lessee
to make PILOTs to the County and to the City in such amounts and at such times
as more nearly correspond to the PILOTs calculated based on the change in the
applicable law; provided, however, that in no event shall Lessee be obligated to
make PILOTs to the County or to the City during each of the calendar years 2001
through 2011, inclusive, which in an aggregate annual amount would be larger
than the respective payments to the County and City for such years determined in
accordance with subsection (g).

     (l)    Right to Challenge Valuation and/or PILOT Computation. In the event
that either the City or the County or Lessee believes: (i) that the PILOTs have
been calculated incorrectly, or (ii) that the amount of the PILOTs does not
accurately reflect the intent of the parties set forth in this Article IV; or
(iii) that the Project (or any part of the Project) has not been valued
correctly for the purpose of calculating the PILOTs, then the City and/or the
County and/or Lessee shall be entitled to challenge the correctness of the PILOT
payments set forth in Section 4.1, as it may be amended from time to time. Any
challenge made by the City shall be made in writing to Lessor and shall be
signed by the Mayor of the City, with copies to Lessee and the County. Any
challenge made by the County shall be made in writing to Lessor and shall be
signed by the County Executive, with copies to Lessee and the City. Any
challenge made by Lessee shall be made in writing to Lessor and shall be signed
by an authorized representative of Lessee, with copies to the Mayor of the City
and the County Executive. Making such challenge shall trigger the procedures and
remedies set forth in this Section 4.4, so that upon receipt of written notice
of challenge, Lessor shall request the Assessor to value the Project (or the
part of the Project being challenged), and the merits of the challenge shall be
determined as set forth in this Section 4.4.

                                   ARTICLE V
                     DAMAGE, DESTRUCTION AND CONDEMNATION

     Section 5.1 Damage, Destruction and Condemnation. Unless Lessee shall have
exercised its option to purchase the Project pursuant to the provisions of
Article XI hereof, if prior to full payment of the Notes (i) the Project, or any
portion thereof, is destroyed (in whole or in part) or is damaged by fire or
other casualty or (ii) title to or any interest in, or the temporary use of, the
Project damaged by fire or other casualty or (ii) title to or any interest in,
or the temporary use of, the Project or any part thereof shall be taken under
the exercise of power of eminent domain by any governmental body or by any
person, firm or corporation acting under governmental authority, Lessee shall be
obligated to continue to pay the amounts specified in sections 3.3 and 4.1.

     Section 5.2 Application of Net Proceeds. During the Lease Term, the Net
Proceeds of any insurance proceeds or condemnation award resulting from any
events described in section 5.1 shall be payable to Lessee. Such funds or any
other funds as Lessee shall elect to utilize shall be utilized by Lessee to
promptly repair, restore, modify or improve the Project. In the event Lessee
shall fail to commence such
<PAGE>

repair, restoration, modification or improvement of the Project within sixty
(60) days from the date of loss, described in Section 5.1, in such manner and to
the extent that upon the completion thereof the Project, as repaired, restored,
modified or improved will continue to be a "project" within the meaning of the
Act, Lessor shall have the option to declare this Agreement in default in
accordance with Section 10.1(b), and to take such action as Lessor shall
determine in accordance with Article X.

     Section 5.3 Insufficiency of Net Proceeds. In the event the Net Proceeds
are insufficient to pay in full the cost of any repair, restoration,
modification or improvement referred to in Section 5.2, then unless Lessee shall
have exercised its option to purchase the Project pursuant to the provisions of
Article XI, Lessee will nonetheless complete the work and will pay any cost in
excess of the amount of the Net Proceeds. Lessee agrees that if by reason of any
such insufficiency of the Net Proceeds, Lessee shall make any payments pursuant
to the provisions of this Section, Lessee shall not be entitled to any
reimbursement therefor from Lessor, nor shall Lessee be entitled to any
diminution of the amounts payable under Section 3.3(a) hereof.

                                  ARTICLE VI
                               SPECIAL COVENANTS

     Section 6.1 Quiet Enjoyment. Lessor agrees that it will defend Lessee in
the quiet enjoyment and peaceable possession of the Project from from all claims
of all persons whomsoever claiming by or through Lessor through the term of this
Agreement, so long as no default has occurred and is continuing in Lessee's
performance of the covenants, conditions and agreements to be performed by it
hereunder or so long as the period for remedying any default in such performance
shall not have expired.
<PAGE>

     Section 6.2 Further Assurance and Corrective Instruments. Lessor and Lessee
agree that they will, from time to time, execute, acknowledge and deliver, or
cause to be executed, acknowledged and delivered, such supplements hereto and
such further instruments as may reasonably be required for carrying put the
expressed intention of this Agreement, including, without limitation, U.C.C.
financing statements, continuation-statements and termination statements.

     Section 6.3 Compliance with Laws. Lessee shall promptly comply or cause
compliance with or obtain waivers of all laws, ordinances, orders, rules,
regulations, and requirements of duly constituted public authorities applicable
to the Project, at no expense to Lessor, whether or not the same are foreseen or
unforeseen, ordinary or extraordinary. Lessee shall not be required to comply or
cause compliance with such laws, ordinances, orders, rules, regulations or
requirements, so long as Lessee shall give written notice to Lessor, and at its
expense, shall be contesting the same or the validity thereof in good faith and
in accordance with applicable law. Such contest may be made by Lessee in the
name of Lessor or of Lessee, or both, as Lessee shall determine, and Lessor
agrees that it will, at Lessee's expense, cooperate with Lessee therein as
Lessee may reasonably request.

                                  ARTICLE VII
               MAINTENANCE, REPAIR, IMPROVEMENTS AND REPLACEMENT

     Section 7.1 Lessee's Agreement to Maintain and Repair. Lessee shall cause
the Building to be constructed and the Equipment to be acquired and installed as
set out in Article III of this Agreement and agrees that, at its expense, it
will keep and maintain the Project in good order and condition, subject to
ordinary wear and tear. Lessee shall promptly make or cause to be made all
interior and exterior, structural and non-structural, ordinary and
extraordinary, foreseen and unforeseen repairs to the Building and the
Equipment, including the maintenance, repair and replacement necessary to keep
the Equipment installed on the Lane in good repair and operating condition to
the end that the Project is kept in good order and condition, subject to
ordinary wear and tear, whether or not such repairs are due to any laws, rules,
regulations or ordinances hereinafter enacted which involve a change of policy
on the part of the governmental body enacting the same. All replacements,
renewals, attachments and accessories made to or placed on or fixed to any part
of the Project, shall become a part of the same and the property of Lessor as
made.

     Section 7.2 Additional Plant and Facilities. Lessee shall have the right to
construct on the Land any other plant and facilities other than the Building or
make any major alterations, additions or improvements without Lessor's consent
so long as such other plant, facilities, alterations, additions and improvements
shall not constitute a violation of Lessee's covenants as set forth in Section
2.2(e) of this Agreement; provided, however, subject in all respects to the
provisions of Section 4.1(b) hereof, such additional plant, facilities,
alterations, additions and improvements shall be fully subject to Ad Valorem
Property Taxes notwithstanding the fact that title to the Land is held by
Lessor.

     Section 7.3 Lessor's Repairs. At Lessee's request or if a Default has
occurred and is continuing, Lessor may, but shall not be required to, rebuild or
make any repairs, replacements or renewals of any nature or description to the
Project or make any expenditure whatsoever in connection with this Agreement or
in order to maintain the Project in the condition required by this Agreement.
Lessee expressly waives the

<PAGE>

right contained in any law now or hereafter in effect to make any repairs at the
expense of Lessor. If Lessor shall (in its sole discretion) advance funds with
which to make such repairs, replacements, renewals or other expenditures, such
sums shall be payable by Lessee as Additional Rent hereunder, pursuant to
Section 3.3(c).

     Section 7.3 Lessor's Repairs. At Lessee's request or if a Default has
occurred and is continuing, Lessor may, but shall not be required to, rebuild or
make any repairs, replacements or renewals of any nature or description to the
Project or make any expenditure whatsoever in connection with this agreement or
in order to maintain the Project in the condition required by this Agreement.
Lessee expressly waives the right contained in any law now or hereafter in
effect to make any repairs at the expense of Lessor. If Lessor shall (in its
sole discretion) advance funds with which to make such repairs, replacements,
renewals or other expenditures, such sums shall be payable by Lessee as
Additional Rent hereunder, pursuant to Section 3.3(c).

     Section 7.4 Removal of Equipment. In the event Lessee determines that any
items of Equipment have become inadequate, obsolete or worn out or no longer
useful in the operation of the Project or Lessee desires to remove any Equipment
due to a process change in the facility, and if such removal thereof will not
materially interfere with the operation of the Project for the purpose of this
Agreement nor cause the Project to cease to be a "project" within the meaning of
the Act, and so long as Lessee is not in default hereunder, Lessee may remove
such items of Equipment from the Project and sell, trade-in, exchange or
otherwise dispose of the same. In the event Lessee exercises its rights under
this Section 7.4, then Lessor shall execute the appropriate bills of sale or
other documents required to facilitate Lessee's exercise of such rights.
                                       22
<PAGE>

                                 ARTICLE VIII
                                   INSURANCE

     Section-8.1 General Requirements. All insurance required hereby shall (i)
be placed with responsible insurance companies qualified to do insurance
business in the State and which shall be reasonably acceptable to Lessor, (ii)
be evidenced by certificates filed with Lessor, (iii) be in form and substance
reasonably acceptable to Lessor, (iv) contain an undertaking by the respective
insurers that such policies shall not be modified or cancelled without prior
written notice, nor without similar notice given to Lessor, and (v) provide that
the proceeds of such insurance shall be payable to Lessee.

     Section 8.2 Fire and Extended Coverage. Lessee shall, at its expense, keep
the Project insured against loss or damage by fire, earthquake and other
casualty, with an extended coverage endorsement in an amount reasonable and
customary in Lessee's industry.

     Section 8.3 Public Liability Insurance. Lessee shall, at its expense,
maintain comprehensive general public liability insurance naming Lessor as an
additional insured against claims for bodily injury, death or property damage
occurring on, in or about the Project in an amount of not less than
$2,000,000.00 for injury or death of a single person, $2,000,000.00 for a single
accident and $2,000,000.00 for property damage. This requirement may be met by
furnishing a certificate as evidence of more than one policy, provided that the
total coverage is in at least the amounts specified.

     Section 8.4 Builder's Risk Policy. During the time the Project is being
constructed, Lessee shall, at its expense, maintain a standard form Builder's
Risk Policy on a replacement cost basis, with an "all-risk" endorsement, a
course of construction endorsement, and with a collapse provision, in an amount
approved by Lessor.

     Section 8.5 Workmen's Compensation Insurance. Lessee shall, at its expense,
maintain statutory compensation insurance and employer's liability insurance for
all persons working in or about the Project.

     Section 8.6 Renewal. During the Lease Term, Lessee shall maintain insurance
policies in such amounts and for such purposes as are required by this Article
VIII.

Section 8.7 Self-Insurance. In lieu of maintaining the insurance required in
Sections 8.1 through 8.6, Lessee may self-insure against any risks related to
the Project.

<PAGE>

                                  ARTICLE IX
               ASSIGNMENT, SELLING, SUBLEASING; INDEMNIFICATION

     Section 9.1 Assignment, Selling and Subleasing. Lessor and Lessee agree
that Lessee shall have the right to assign this Agreement in connection with the
sale, transfer or other conveyance of the Project and shall have the right to
sublease all or any portion of the Project without first obtaining the prior
written approval of Lessor, provided, in either case, (i) the assignee or
sublessee hereof shall affirmatively agree in writing to accept and adhere to
each of the provisions set forth heroin, including the obligation to operate and
utilize the Project as a facility authorized under the Act and to use the
Project as a warehouse and distribution center; (ii) Lessee shall be and remain
liable hereunder for the full Lease Term; and (iii) there shall be no Default or
condition which with the passage of time or giving of notice would constitute a
Default, as set forth in Section 10.1 If, as a result of a merger,
reorganization or other form of business combination, Lessee shall cease to
exist, Lessor shall have the right to terminate this Agreement in accordance
with Article X unless Lessor shall have previously approved such merger,
reorganization or form of business combination, provided that such approval
shall not be necessary and there shall be no right on the part of Lessor to
terminate this Agreement if the surviving entity shall comply with cause (i) in
the preceding sentence and shall assume all of Lessee's obligations and
liabilities under this Agreement and there shall exist no Default hereunder, as
set forth in Section 10.1

     Section 9.2 Release and Indemnification Covenants.

     (a)   Lessee shall and hereby agrees to indemnify and save Lessor harmless
against and from all claims by or on behalf of any person, firm, corporation or
other legal entity or any governmental body or agency arising from the
ownership, operation, use, conduct or management of the Project during the Lease
Term, including without limitation, (i) any condition of the Project, including
any claim arising out of or resulting from a breach of any applicable
environmental or hazardous or toxic waste laws, (ii) any breach or default on
the part of Lessee in the performance of any of its obligations under this
Agreement, (iii) any act or negligence of Lessee or of any of its agents,
contractors, servants, employees or licensees or (iv) any act or negligence of
any assignee or sublessee of Lessee, or of any agents, contractors, servants,
employees or licensees of any assignee or sublessee of Lessee. Lessee shall
indemnify and save Lessor harmless from and against any such claim arising as
aforesaid, or in connection with any action or proceeding brought thereon, and
upon notice from Lessor, Lessee shall defend it in any such action or
proceeding.

<PAGE>

     (b)   It is the intention of the parties hereto that Lessor shall not incur
any pecuniary liability by reason of the terms of this Agreement or the
undertakings required of Lessor hereunder, by reason of the issuance of the
Notes, by reason of the execution of the Deed' of Trust, Security Agreement and
the Assignment or by reason of the performance of any act requested of Lessor by
Lessee, including all claims, liabilities or losses arising in connection with
the violation of the statutes or regulations pertaining to the foregoing and in
effect on the date hereof, nevertheless, if Lessor should incur any pecuniary
liability arising out of or resulting directly or indirectly from this
transaction, the issuance of the Note, the execution of the Deed of Trust,
Security Agreement and the Assignment of the Project, or the ownership,
operation, use, conduct or management of the Project, except such liability as
may be directly attributable to the gross negligence or willful misconduct of
Lessor, its agents, servants or employees, then in such event Lessee shall
indemnify and hold Lessor harmless against all claims, demands or causes of
action whatsoever, by or on behalf of any person, firm or corporation or other
legal entity or any governmental agency or body arising out of the same and all
costs and expenses, including reasonable attorneys' fees, incurred in connection
with any such claim, action or proceeding brought thereon, and upon notice from
Lessor, Lessee shall defend Lessor in any such action or proceeding at Lessee's
cost. Lessor shall promptly notify Lessee of any claim of lawsuit for which
Lessor intends to seek indemnity and shall cooperate with Lessee in the defense
of such claim or lawsuit. All references to Lessor in this Section 9.2 shall be
deemed to include its directors, officers, employees and agents. In no event
shall Lessee be entitled to assert any claim or liability against Lessor's
Unrelated Assets.

     (c)   Lessee's obligations pursuant to this Section 9.2 shall survive the
expiration and/or the termination of this Agreement.

                                   ARTICLE X
                             DEFAULTS AND REMEDIES

     Section 10.1 Defaults Defined. The following shall be "Defaults" under this
agreement and the term "Default" shall mean, whenever it is used in this
Agreement, any one or more of the following events:

     (a)   Failure by Lessee to pay, when due, any amount required to be paid
under Sections 3.3 or 4.1, provided that there shall be no default hereunder if
such amounts are paid within ten (10) days of the date of any written notice to
Lessee that such payments are due and payable.

     (b)   In the event of the damage, destruction or condemnation of the
Project in accordance with Article V hereof, failure by Lessee to commence to
repair, restore, modify or improve the Project within the time period set forth
in Section 5.2 unless Lessee shall have exercised its option to purchase the
Project pursuant to Article XI.

     (c)   Failure by Lessee to observe the perform in all material respects any
other covenant, condition or agreement on its part to be observed or performed
hereunder for a period of thirty (30) days after written notice specifying such
failure and requesting that it be remedied shall have been given to Lessee by
Lessor, provided, however, that if the failure (other than a failure to make
payments required pursuant to Section 3.3 and 4.1) stated in the notice cannot
be remedied

<PAGE>

in such thirty (30) day period, it shall not constitute a default if Lessee is
diligently taking steps to remedy such failure.

     (d)   The dissolution or liquidation of Lessee or the filing of a voluntary
petition by Lessee in any proceeding under any federal or state law relating to
bankruptcy, insolvency, arrangement, reorganization, readjustment of debt or
other form of debtor relief or the filing of a petition against Lessee in any
such proceeding which shall remain undismissed or unstayed for ninety (90)
consecutive days, or failure by Lessee to promptly have discharged any
execution, garnishment or attachment as would materially impair the ability of
Lessee to carry on its operations at the Project, or assignment by Lessee for
the benefit of creditors, or the entry by Lessee into an agreement of
composition with its creditors or the written admission by Lessee of its
inability to pay its debts generally as they become due.

     (e)   Failure of Lessee to comply with the requirements set forth in
Section 9.1

     (f)   Acceleration of the amounts due and owing by the Lessor under the
Notes.

     The provisions of subsections (b) and (c) of this section are subject to
the following limitation: if by reason of force majeure Lessee is unable, in
whole or in part, to carry out any of its agreements contained therein (other
than its obligations or representatives contained in Sections 2.1(e), 3.3 or
4.1), Lessee shall not be deemed in Default during the continuance of such
inability. The term "force majeure" as used heroin shall mean, without
limitation, the following: acts of God; strikes or other industrial
disturbances; acts of public enemies; orders or restraints of any kind of the
government of the United States of America or of the State or of any of their
departments, agencies or officials, or of any civil or military authority;
insurrections; riots; landslides; earthquakes; rims; storms; droughts; floods;
explosions; breakage or accident to machinery, transmission pipes or canals; and
any other cause or event not reasonably within the control of Lessee. Lessee
agrees, however, to remedy with all reasonable dispatch, the cause or causes
preventing Lessee from carrying out its agreement, provided that nothing
contained herein shall be deemed to require the settlement of strikes and other
industrial disturbances by acceding to the demands of the opposing party, or
parties, when such course is, in the judgment of Lessee, unfavorable to Lessee.

     Section 10.2 Remedies on Default. Whenever any Default referred to in
Section 10.1 shall have happened and be continuing, Lessor, except as provided
in subsection (a) below, may take any one or any combination of the following
remedial steps:

     (a)   If there shall exist any Default hereunder, Lessor shall have the
right, but not the obligation, to terminate this Agreement (excluding, however,
the provision regarding Lessee's option to purchase the Project which shall be
modified to the extent set forth hereinbelow). Lessor shall give Lessee written
notice of its termination of this Lease once every thirty (30) days during the
one hundred eighty (180) day period, as provided in section 3.2(b). Each such
notice shall be given in accordance with Section 12.2 to all of the persons
identified in Section 12.2, and shall include a statement to the effect that the
option to purchase shall terminate and Lessee will lose all of its rights in and
to the Project if the option to purchase is not exercised prior to the
applicable date.

<PAGE>

     (b)   In addition to the remedies set forth in subsection (a) above, Lessor
shall have the option of assessing interest on (i) the amount of any payments in
lieu of taxes (taking into account such credits under Section 4.3 as Lessee
would otherwise be entitled to utilize) then due and payable by Lessee, or (ii)
on the amount of any payments due by Lessee pursuant to Sections 3.3(c) and (d)
which Lessor shall have elected to pay on Lessee's behalf, at the same rates of
interest as interest on the Notes, from the date such amounts were due and
payable until they shall be paid in full.

     (c)   In the event the Note shall have been accelerated, Lessor may
accelerate and declare all amounts under this Agreement to be due and payable
immediately, and upon such declaration all amounts payable by Lessee under this
Agreement shall become and be immediately due and payable.

     (d)   Lessor may take whatever action at law or in equity it may deem
necessary or desirable to collect the amounts then due and thereafter to come
due, or to enforce performance and observance of any obligation, agreement or
covenant of Lessee under this Agreement.

     Section 10.3 No Remedy Exclusive. No remedy herein conferred upon or
reserved to Lessor is intended to be exclusive to any other available remedy or
remedies, but each and every such remedy shall be cumulative and shall be in
addition to every other remedy given under this Agreement or now or hereafter
existing at law or in equity. No delay or omission to exercise any right or
power accruing upon any Default shall impair any such right or power or shall be
construed to be a waiver thereof, but any such right or power may be exercised
from time to time and as often as may be deemed expedient. In order to entitle
Lessor to exercise any remedy reserved to it in this Article, it shall not be
necessary to give any notice, other than such notice as may be required in this
Article.

     Article 10.4 Agreement to Pay Attorneys' Fees and Expenses. In the event
Lessee should default under any of the provisions of this Agreement and Lessor
should employ attorneys or incur other expenses for the collection of payments
required hereunder or the enforcement of performance or observance of any
obligation or agreement on the part of Lessee herein contained, Lessee agrees
that it will on demand therefor pay to Lessor the reasonable fee of such
attorneys and such other expenses so reasonably incurred by Lessor or its
attorneys.

     Section 10.5 No Additional Waiver Implied by One Waiver. In the event any
agreement contained in this Agreement should be breached by either party and
thereafter waived by the other party, such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach
hereunder.

                                  ARTICLE XI
                              OPTION TO PURCHASE

     Section 11.1 Exercise of Option to Purchase; Partial Exercise of Option to
Purchase.

     (a)   At any time from and after the date hereof during the Lease Term,
and for a period of one hundred eighty (180) days following the termination of
this Agreement, as provided in Sections 3.2 and 10.2(a), Lessee shall have the
option to purchase the Project for a purchase price equal to the aggregate of
(i) the principal and accrued interest

<PAGE>

then due and owing under all outstanding Notes (which amount may be paid by
offset against the amounts due and owing under such Notes), plus (ii) the sum of
One Thousand Dollars ($1,000.00). Lessee shall notify Lessor in writing at least
ten (10) days before the proposed date of purchase of the Project that Lessee
desires to exercise its option to purchase hereunder. Upon payment by Lessee of
the purchase price plus all expenses related thereto and any other sums due and
payable hereunder, in cash, or by certified check, Lessor shall convey the
Project to Lessee. Notwithstanding anything to the contrary contained herein,
Lessee's option to purchase may not be exercised by Lessee unless and until (x)
all payments in lieu of taxes required to be paid by Lessee in accordance with
Article IV hereof, accrued to the date the property is transferred to Lessee,
shall have been paid in full, together with any accrued interest thereon as may
be payable pursuant to Section 10.2(b), provided that Lessee shall be entitled
to first deduct from such payments in lieu of taxes all credits then allowable
in accordance with Section 4.e here and (y) all other sums due and owing Lessor
pursuant to Section 3.3(c) shall have been paid or the payment thereof shall
have been provided for as of the date of the transfer of the Project to Lessee.

     (b)   Unless Lessor shall agree in writing to allow Lessee to exercise its
option to purchase with regard to only a portion of the Project (retaining the
right, however, to purchase the remainder thereof in accordance with this
Article XI), Lessee shall exercise its option to purchase all of the Project.

     Section 11.2 Conveyance of Title. In the event of purchase of the Project
(or any portion thereof) by Lessee pursuant to any provision of this Lease,
Lessor shall convey to Lessee good and marketable title by (i) a special
warranty deed, and (ii) a warranty bill of sale, but Lessor shall not otherwise
be obligated to convey, transfer, sell or assign any better title to Lessee than
Lessor received from its grantor. Lessee shall accept such title, subject to (i)
any liens, encumbrances, charges, exceptions and restrictions not created or
caused by Lessor, and (ii) any liens, encumbrances, charges, exceptions and
restrictions created or caused by (y) Lessor at the request of Lessee, or (z)
any laws, regulations, restrictions and ordinances,

                                  ARTICLE XII
                                 MISCELLANEOUS

     Section 12.1 Recording. This Lease shall be executed and acknowledged in
accordance with the laws of the State and recorded in the Register's Office.

     Section 12.2 Notices. All notices, certificates or other communications
hereunder shall be written and shall be sufficiently given and shall be deemed
given when delivered or mailed by registered mail, postage prepaid, addressed as
follows:

     If to Lessor, to:        The Industrial Development Board of the
                              City of Humboldt, Tennessee
                              1200 Main Street
                              Humboldt, TN 38343

     If to Lessee, to:        American Woodmark Corporation
                              3102 Shawnee Drive
                              Winchester, VA 22601

<PAGE>

          Lessor and Lessee shall provide each other with a copy of each notice
relating to the Project received by Lessor or Lessee from any third party.
Lessor or Lessee may, by written notice given hereunder, designate any further
or different addresses to which subject notices, certificates or other
communications shall be sent.

     Section 12.3 Binding Effect. This Agreement shall inure to the benefit of
and shall be binding upon Lessor, Lessee and their respective successors and
assigns.

     Section 12.4 Severability. In the event any provision of this Agreement
shall be held invalid or unenforceable by any court of competent jurisdiction,
such holding shall not invalidate or render unenforceable any other provisions
hereof.

     Section 12.5 Amendments, Changes and Modifications. Except as may be
otherwise expressly set forth herein, this Agreement may be amended, changed,
modified, altered or terminated with the written consent of both Lessor and
Lessee.

     Section 12.6 Execution of Counterparts. This Agreement may be
simultaneously executed in several counterparts, each of which shall be original
and all of which shall constitute but one and the same instrument.

     Section 12.7 Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State.

     Section 12.8 Captions and References. The captions and headings in this
Agreement are for convenience only and shall not in any way define, limit or
describe the scope or intent of any provisions or Sections of this Agreement.
All references in this Agreement to particular Articles or Sections are
references to Articles or Sections in this Agreement unless otherwise stated.

     Section 12.9 Termination. Except for such indemnifications as are
contained herein, which shall continue in force notwithstanding any termination
of this Agreement, this Agreement shall terminate automatically, without any
further actions on the party of any party upon the earlier of: (i) the
termination of the Lease Term and the expiration of the period of time in which
the option to purchase set forth in Article XI may be exercised by Lessee, (ii)
the reconveyance of the Project to Lessee of (iii) the expiration of the Lease
Term and the expiration of the period of time in which Lessee may exercise the
option to purchase the Project set forth in Article XI, in accordance with
Section 3.2(b).

     Section 12.10 Jurisdiction. In the event of any controversy or claim
arising out of or relating to this Lease or the breach hereof which results in
the commencement of any legal action or proceeding, Lessor and Lessee hereby
consent to the exclusive jurisdiction of the State courts sitting in Gibson
County or the U. S. District Court sitting in the Western District of Tennessee
in connection with such action or proceeding, Lessor and Lessee further agree
that the service of process or of any other papers upon them by registered mail
at their respective addresses set forth herein shall be deemed good, proper and
effective service upon them.

     IN WITNESS WHEREOF, Lessor and Lessee have caused this Master Industrial
Development Lease Agreement to be executed as of the date first above written.

<PAGE>

                                  THE INDUSTRIAL DEVELOPMENT BOARD
                                  OF THE CITY OF HUMBOLDT, TENNESSEE

                                  BY:

                                  ROBERT J. ROOKE, Chairman

ATTEST:

JIM BLANKENSHIP, Secretary


                                  AMERICAN WOODMARK CORPORATION

                                  BY:

                                  GLENN EANES, Treasurer

<PAGE>

STATE OF TENNESSEE
COUNTY OF GIBSON

     Before me personally appeared Robert J. Rooke and Jim Blankenship, with
whom I am personally acquainted, and who, upon oath, acknowledged themselves to
be Chairman and Secretary, respectively, of The Industrial Development Board of
the City of Humboldt, Tennessee, the within named bargainor, and who, being
authorized so to do, executed the foregoing instrument for the purposes therein
contained, by signing the name of the corporation by themselves, as such
Chairman and Secretary, respectively.

     Witness my hand and seal, at office, in Gibson County, Tennessee, this the
13th day of December, 2000.



                                       NOTARY PUBLIC

MY COMMISSION EXPIRES:



STATE OF VIRGINIA
City of Virginia

     Before me personally appeared Glenn Eanes, with whom I am personally
acquainted, and who, upon oath, acknowledged himself to be Treasurer of American
Woodmark Corporation, the within named bargainor, and who, being authorized so
to do, executed the foregoing instrument for the purposes therein contained, by
signing the name of the corporation by himself, as such Treasurer.

     Witness my hand and seal, at office, in Winchester, Virginia, this the 19th
day of December, 2000.

                                                 Brenda Dupont

                                                 NOTARY PUBLIC


MY COMMISSION EXPIRES:

12-31-03

<PAGE>

AMERICAN WOODMARK CORPORATION                               Exhibit "A"
Industrial Development Lease Agreement
Asset Listing
December 15, 2000

Real Estate
       BUILDING 218500 SQ. FT.

Total Real Estate

Personal Property
     IMA EDGEBANDER                                    13318
        FRIULMAC IDRAMAT E BORING MACHINE                 2890
        TORGEGGE DET TENONOR                              47
        CREATIVE CONVEYOR 19 SECTIONS 30 FT               11009
        CREATIVE LOAD TRANSFER INFEED                     11008
        CREATIVE LOAD TRANSFER OUTFEED                    11008
        SCHELLING AS-SAW                                  154077
        SCHELLING FL CROSS CUT SAW                        211222
        DELMAR UP LINE                                    29000
        IMA POINT TO POINT                                20337
        IMA POINT TO POINT                                20338
        BIESSE POLYMAC S 89 EDGEBANDER                    94008
        BIESSE POLYMAC SP 90 HAND TRIMMER                 94009
        ORION PKG WRAPPER (3)                             2000-0510480
        SIGNODE BANDER (3)                                9938
        A FRAME HOIST/CRANE/TROLLY SET DET
        CATWALKS AND STACKER STAND (3)
        DET A FRAME ROLLING RACKS (3)
        BUCKLEY APPLICATOR CORES (20)
        BUCKLEY APPLICATOR ROLL W/EPDM (2)
        BUCKLEY BASECOAT #1 UC31B                         579
        BUCKLEY BASECOAT #2 DC33B (2)                     583
        BUCKLEY METERING ROLLS CHROME (3)
        BUCKLEY PRINTER OFFSET ROLL CORES
        BUCKLEY REVERSE ROLL CORE (1)
        BUCKLEY REVERSE ROLL W/EPDM (1)
        BUCKLEY TIECOAT #l DC33B (2)                      584
        BUCKLEY TIECOAT #2 UC31B (2)                      578
        BUCKLEY TRIPLE HEAD PRINTER P6G3 (2)              586
        BUCKLEY UV FILL MACHINE #l PR32B (2)              580
        CERAMCO CERAMIC REVERSE ROLLS (3)
        CREATIVE PRINT LINE MATERIAL FEEDER               10990600
        CREATIVE STACKER A BIN                            10993600
        CREATIVE STACKER B BIN                            10994600
<PAGE>

AMERICAN WOODMARK CORPORATION
Industrial Development Lease Agreement
Asset Listing
December 15, 2000

     CREATIVE BUNDLE TURNOVER                                  10996600
     JANTEC PTM 18678-90 BELT CURVE (2)                        3104-1
     JANTEC TV FR 10X78 STRAIGHT BELT                          3104-3
     FUSION DRS510 UV OVEN (2)                                 SC61252DRS3
     FUSION DRS520 UV OVEN                                     SC61252DRS2
     FUSION DRS530 UV OVEN                                     SC1252DRS1
     FUSION DUCTWORK (GARDNER)
     HESSEMAN SINGLE HEAD SANDER LSM8                          200004291
     HESSEMAN TRIPLE HEAD SANDER LSM8                          200004292
     HIS 1/2 TON HOIST/CRANE/TROLLY SET (7)                    618-1
     KOCH 20' PREHEAT OVEN #1-PH107-C (2)                      9105011
     KOCH 20' DRYING OVEN #1 - PH208T-41 (2)                   9105013
     KOCH 30' DRYING OVEN #3 - BCIO8-T (2)                     9105015
     KOCH 10' DRYING OVEN #5 - PD106C-4                        9105017
     PRINT CYLINDER STORAGE STAND
     PRINTLINE INSPECTOR STAND
     CIRCULAR WATER FOUNTAIN 54"
     CONVECTION OVEN
     CHERRY CYLINDER SETS (2)                                  47745-56
     OAK CYLINDER SET (2)                                      47757-62
     HICKORY CYLINDER SET (2)                                  47763-68
     DRUM COVERS (8) PSI-123 BW1 55 GA
     DRUM COVERS (7) PSI-123 L 55 GA
     DRUM COVERS (11) PSI-123 HYD 55 GA
     HYDRALIC AGITATING SYSTEM FOR PAINT
     CARTS FOR 55 GA DRUMS (23)
     RACK FOR TOTE TANKS
     HONEYWELL ALARM SYSTEM
     CRESSWOOD GRINDER                                         1350200
     CRESSWOOD MANUAL MAGNETIC
     INGERSOLL-RAND DRX1000 AIR DRYER                          00CDXRA1577
     INGERSOLL-RAND EP125 COMPRESSOR                           F37334U00091
     INGERSOLL-RAND 660 GALLON TANK
     THERMA TP54 OIL/WATER SEPERATOR                           914S1-01
     DUST COLLECTION SYSTEM 3 TRUNK
     EMPLOYEE PAVILION
     SCRAP CONVEYOR SYSTEM 210'X 24" BELT
     CHIP REMOVAL CONVEY/SCREW/CANOPY
     TEREX MODEL TS26 PERSONNEL LIFT
     TEREX MODEL TS20 PERSONNEL LIFT
     TENNANT SWEEPER MODEL 3640
     TOYATO 10000 LB FORKLIFT (2)
<PAGE>

AMERICAN WOODMARK CORPORATION
Industrial Development Lease Agreement
Asset Listing
December 15, 2000

     TOYATO 5000 LB FORKLIFT (2)
     TOYATO 5000 LB FORKLIFT PNEUMATICS
     CAPACITY 1989 YARD TRACTOR                           5688
     VOLLMER BLADE SHARPNER                               3403
     VOLLMER BLADE SHARPNER                               3400
     AMERICAN SCISSOR LIFT 24X48 (8)
     AMERICAN SCISSOR LIFT 24X66 (6)
     AMERICAN SCISSOR LIFT 24X72 (6)
     AMERICAN SCISSOR LIFT 48X96 (2)
     HYTROL 47" X 780' CONVEYOR 3" SPACING
     HYTROL 37" X 660' CONVEYOR 3" SPACING
     NORTELL PHONE AND PAGING SYSTEM
     COMPUTER WIRING AND HUB SYSTEM
     EMPLOYEE & TRAILER PARKING
     CREATIVE 20'X 50' PRESTAGE LOAD                      11000
     CREATIVE 10'X 50' LOAD TO FEED                       11000
     CREATIVE SERIES 2000 FEEDER                          SF321
     CREATIVE DET INFEED CONVEYOR                         CV321
     CREATIVE DET TO EB CONVEYOR 22'X 7'                  11001
     CREATIVE NOTCHING SAW                                11004
     CREATIVE NOTCH TO SPLITTER                           11005
     CREATIVE STACKING SYSTEM                             11006
     CREATIVE ELECTRICAL SYSTEM                           11007
     TORWEGGE H632 DET FOR RETURN LINE                    46
     NOTTMEYER RETURN LINE DRILL                          21037
     IMA COMPACT U3212 SS EDGEBANDER                      6620
     COMBIMA RETURN LINE EDGE BANDER                      13319
     IMA SPLITTER                                         12089
     M. CONTI MEASURING TABLE                             50400
     BIESSE POLYMAC F39 HAND DRILL                        71449
     OFFICE FURNITURE GROUP
     STORAGE CABINETS & SHELVING
     RICOH COPIER/FAX COMBINATION                         A7690810849
     COMPUTER HUB, ADTRAN, PTCH PNLS &
     MAINT PARTS ROOM RACKING
     TRANSFER CARTS (5)
     FINZER ROLLERS (36)
     DUST COLLECTOR CONCRETE PAD
     LANDSCAPING FRONT OFFICE AREA
     LYNX INDICATOR W/BENCH SCALE
     TABLES & SHOWER STATION
     12" Bench Grinder
<PAGE>

AMERICAN WOODMARK CORPORATION
Industrial Development Lease Agreement
Asset Listing
December 15, 2000

     Vertical Band Saw
     Horizontal Band Saw
     Rigid #300
     Drill Press
     Horizontal Milling Machine
     Table Feed Boring Kit
     Jet Lathe
     Acurite Digital Readout
     Bobcat Welder
     Dialarc 250 AC/DC Welder
     Intoxilizer
     Dake 25 Ton Hydraulic Press
     Toyota Standup Electric Paintroom Lift
     PMC Maintenance Software
     Control Corp. PLC Software
     Kronos Software
     Kitchenette
     Fire Extingushers
     Flagpole and Walkway
     Lawn Tractor
     CTD Notcher
     Altendorf Table Saw
     Ingersoll Rand 10HP Compressor
     Kronos 480F Terminal


     AND ANY AND ALL OTHER EQUIPMENT, FURNISHINGS, AND FURNITURE LOCATED IN THE
     LESSEE'S PLANT IN HUMBOLDT, TENNESSEE
<PAGE>

                                                                     EXHIBIT "B"


                           PROPERTY DESCRIPTION FOR
                         AMERICAN WOODMARK CORPORATION
                              HUMBOLDT, TENNESSEE


BEING part of a larger tract of land belonging to the City of Humboldt,
Tennessee, as recorded in Deed Book 289, page 775 in the Register's Office of
Gibson County, Tennessee, which property is lying and being situate in the Third
(3rd) Civil District of Gibson County, Tennessee, within the corporate limits of
the City of Humboldt, and being more particularly described as follows, to-wit:

BEGINNING at an iron pin set at the Northwest corner of State of Tennessee
property and the East line of Reasons Family Limited Partnership; thence with
the North line of Reasons Family Limited Partnership, North 60 degrees 25
minutes 00 seconds West 46.25 feet to an iron pin set at the westernmost
Southwest corner of the herein described tract; thence on new lines through and
with an iron pin set at the end of each, the following calls: North 00 degrees
55 minutes 59 seconds West 662.97 feet; South 89 degrees 37 minutes 00 seconds
East 1582.59 feet; South 00 degrees 23 minutes 00 seconds West 595.02 feet to an
iron pin found in the State of Tennessee property; thence with lines of State of
Tennessee the following calls: South 43 degrees 19 minutes 07 seconds West
150.00 feet to an iron pin found; North 88 degrees 50 minutes 00 seconds West
1424.93 feet to the point of beginning, and containing 25.00 acres.

BEING that same property conveyed to The Industrial Development Board of the
City of Humboldt, Tennessee, by The City of Humboldt, Tennessee, by Deed dated
March 28, 2000, and being of record in Official Record Book Volume 606, page 81
in the Register's Office of Gibson County, Tennessee.
<PAGE>

                                                                     EXHIBIT "C"


                         Form of Acceptance Supplement

This Instrument Prepared By:

Warmath & Boyte
P.O. Box 406
Humboldt, TN 38343-0406

          ACCEPTANCE SUPPLEMENT NO. __________

Commencement Date: _________

     THIS ACCEPTANCE SUPPLEMENT is executed and delivered by THE INDUSTRIAL
DEVELOPMENT BOARD OF THE CITY OF HUMBOLDT, TENNESSEE ("Lessor") and AMERICAN
WOODMARK CORPORATION ("Lessee"), pursuant to and in accordance with the Master
Industrial Lease Agreement dated as of December 15, 2000, by and between Lessor
and Lessee ("Lease"). The defined terms used herein shall have the meaning
ascribed to them in the Lease.

     1.  The property covered by this Supplement consists of the items described
in Schedule "A" attached hereto.

     2.  Lessee confirms that the items of Equipment covered hereby have been
delivered to it in good working order and condition, and have been accepted by
Lessee as of the Commencement Date set forth above.

     3.  Lessee confirms that such items of Equipment have been installed at its
plant located in Humboldt, Tennessee.

     4.  The Fair Market Value of the real property and items of Equipment
covered by this Supplement is set forth in the Schedule attached hereto.

     5.  Rent for the property covered by this Supplement shall be payable in
eighty (80) consecutive quarterly installments in the amount of Five Hundred
Twelve Thousand Four Hundred Forty-Five and 28/100 Dollars ($512,445.28) each.
The first installment of rent shall be due and payable on the 15th day of March,
2001 and each succeeding installment shall be due and payable on the 15th day of
June, September, December and March of each and every year thereafter until all
are fully paid (the final installment of rent with respect to the Equipment
covered hereby being due and payable on the 15th day of December, 2020.

     6.  The term of the Lease of the property covered by this Supplement shall
begin with the Commencement Date, specified above, and shall continue until the
termination of the Lease.

     7.  Lessee hereby:

         (a)  confirms that the items of Project Equipment covered hereby have
been inspected by Lessee, have been delivered in good working order and
condition, and are of the size, design, capacity and manufacture selected by it
and meet the provisions of the purchase orders with respect thereto; and
<PAGE>

         (b)  irrevocably accepts said items of Project Equipment "as-is,
where-is" for all purposes of the Lease as of the Commencement Date set forth
above.

     8.  Lessee hereby confirms:

         (a)  that no Default or Event of Default under the Lease is in
existence as of the Commencement Date set forth above, nor shall any Default or
Event of Default occur as a result of the lease by Lessee of the Project
Equipment specified herein; and

         (b)  that all representations and warranties of Lessee contained in the
Lease or in any document or certificate furnished Lessor in connection herewith
are tree and correct as of the Commencement Date set forth above with the same
force and effect as if made on such date.

     9.  All of the terms, provisions and conditions of the Lease are hereby
incorporated herein and made a part hereof as if such terms, provisions and
conditions were set forth in full in this Supplement. By their execution and
delivery of this Supplement, the parties hereto reaffirm all of the terms,
provisions and conditions of the Lease.

     IN WITNESS WHEREOF, Lessee has caused this Acceptance Supplement to be duly
executed by its duly authorized officer as of the Commencement Date set forth
above.

                                        AMERICAN WOODMARK CORPORATION

                                        BY:
                                        GLENN EANES, Treasurer


                                     LESSEE

             ACCEPTED AS OF THE COMMENCEMENT DATE SET FORTH ABOVE:


                                        THE INDUSTRIAL DEVELOPMENT BOARD
                                        OF THE CITY OF HUMBOLDT, TENNESSEE

                                        BY:
                                        ROBERT J. ROOKE, Chairman

ATTEST:

BY:
JIM BLANKENSHIP, Secretary


STATE OF VIRGINIA
City of Winchester

     Personally appeared before me, Brenda Dupont, a Notary Public duly
commissioned and qualified in the State and County aforesaid, Glenn Eanes, with
whom I am personally acquainted, and who acknowledged that he executed the
foregoing instrument for the purposes therein contained and who, being
authorized so to do, further acknowledged that he is the Treasurer of AMERICAN
WOODMARK CORPORATION, a Virginia corporation ("Maker"), and who executed the
foregoing instrument in behalf of the corporation by himself as such Treasurer.
<PAGE>

     Witness my hand and seal, at office, in Winchester, Virginia, this the l9th
day of December, 2000.

                                        Brenda Dupont
                                        NOTARY PUBLIC

My Commission Expires:
12-31-03



STATE OF TENNESSEE
COUNTY OF GIBSON

     Personally appeared before me, G. Griffin Boyte, a Notary Public in for the
State and County aforesaid, duly commissioned and qualified, Robert J. Rooke and
Jim Blankenship, with whom I am personally acquainted, and who acknowledged
themselves to be Chairman and Secretary, respectively, of THE INDUSTRIAL
DEVELOPMENT BOARD OF THE CITY OF HUMBOLDT, TENNESSEE, and being authorized so to
do, executed the foregoing instrument for the purposes therein contained in
behalf of THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF HUMBOLDT, TENNESSEE, a
corporation ("Maker"), by signing the name of the corporation by themselves, as
such Chairman and Secretary, respectively.

     Witness my hand and seal, at office, in Gibson County, Tennessee,
this the _____ day of December, 2000.



                                        NOTARY PUBLIC

My Commission Expires:
<PAGE>

                      THE INDUSTRIAL DEVELOPMENT BOARD OF
                        THE CITY OF HUMBOLDT, TENNESSEE

                      INDUSTRIAL DEVELOPMENT REVENUE NOTE
                          (American Woodmark Project)

     This Note shall be registered as to both principal and interest on the
registration books of the Board, and no transfer hereof shall be valid unless
made on said books of registration at the request of the registered owner or the
owner's duly authorized attorney.

$20,366,888.20                                            Humboldt, Tennessee
                                                          December 15, 2000

     THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF HUMBOLDT, TENNESSEE as
Issuer and Maker ("Board"), a public, non-profit corporation organized and
existing under the laws of the State of Tennessee, for value received,
acknowledges itself indebted and hereby promises to pay, but solely from the
sources hereinafter set forth and in the time and manner hereinafter provided,
to the order of AMERICAN WOODMARK CORPORATION, a corporation organized and
existing under the laws of the State of Virginia, its successors and assigns
("Holder"), the principal sum of Twenty Million Three Hundred Sixty-Six Thousand
Three Hundred Sixty-Six and 20/100 Dollars ($20,366,888.20) (or so much thereof
as shall have been disbursed) together with interest thereon ("Indebtedness") at
the rate hereinafter provided.

     The unpaid principal balance hereof and interest thereon shall be payable
in eighty (80) quarterly installments of principal and interest, installment
nos. 1 to 79, both inclusive, being in the amount of Five Hundred Twelve
Thousand Four Hundred Forty-Five and 28/100 Dollars ($512,445.28) each, the
first of said installments being due and payable on the 15th day of March, 2001
("Payment Date"), and one on the 15th day of each succeeding quarter thereafter,
with installment no. 80 being for the entire unpaid principal balance hereof and
all accrued interest thereon and, if not sooner paid, being due and payable on
the 15th day of December, 2020 ("Final Payment Date").

     Subject to the limitations hereinafter set forth, the disbursed and unpaid
principal balances of the Indebtedness hereby evidenced shall bear interest from
the date hereof until maturity, at a rate equal to eight percent (8%) per annum.

     In the event Maker shall fail to make any payment obligation due under the
provisions of a note known as "Industrial Development Revenue Note (American
Woodmark Corporation Project) Series 2000-1", then Payee shall have the right to
set off the amounts due Maker under the Lease between the Master Industrial
Development Lease between the parties.

     This Note is subject to prepayment at any time without penalty, in whole or
in part, at the option of the Board upon the exercise by Lessee (as hereinafter
defined) of its option to purchase the Property (as hereinafter defined).

     The principal hereof and the interest thereon are payable in any coin or
currency of the United States of America which, on the date of payment, is legal
tender for the payment of public and private debts, and the payment of such
principal and interest shall be made by check or draft, and mailed or delivered
to AMERICAN WOODMARK CORPORATION, 3102 Shawnee Drive, Winchester, Virginia
22601, or at such other place as Holder may designate in writing. Upon payment
in full of all principal
<PAGE>

hereof and interest thereon, or other outstanding fees or charges due and
payable hereunder, this Note shall be surrendered to the Board for cancellation.

     This Note is known as "Industrial Development Revenue Note (American
Woodmark Corporation Project) Series 2000-1 and is issued by the Board in the
principal amount of $20,366,888.20, pursuant to certain resolutions of the Board
dated December 13, 2000 ("Resolutions") and is the first in a series of notes
authorized pursuant to the Resolutions.

     This Note is issued by Board in connection with construction and equipping
of an industrial facility owned by the Board and located in Humboldt, Gibson
County, Tennessee ("Real Property"). This Note is secured by (i) a Deed of Trust
and Security Agreement ("Deed of Trust"), of even date herewith, of record in
the Register's Office of Gibson County, Tennessee, granting to Holder a lien
upon the security interest in the Real Property and certain personal property
and equipment; and (ii) a Security Agreement ("Security Agreement") of even date
herewith granting to Holder a security interest in certain personal property and
equipment ("Personal Property") (the "Real Property" and "Personal Property" are
collectively referred to as the "Property"). The Property is being leased to
AMERICAN WOODMARK CORPORATION pursuant to a Master Industrial Development Lease
Agreement ("Lease") of even date herewith between the Board, as Lessor, and
AMERICAN WOODMARK CORPORATION, a Virginia corporation, as Lessee ("Lessee"). The
Board, as Lessor, has assigned its interest in the Lease to Holder, pursuant to
an Assignment of Rents and Lease of even date herewith ("Assignment"). Such
Resolutions, Deed of Trust, Security Agreement, Lease, Assignment and all
collateral documents associated therewith are referred to herein as the "Note
Documents".

     The principal and interest on this Note are subject to acceleration by
Holder (i) upon any default in the payment of such principal or interest hereof
when due, provided that there shall be no default hereunder if such amounts are
paid within ten (10) days of the date of any written notice to the Board that
such payments are due and payable, or (ii) upon the occurrence and continuance
of any event of default specified in the Note Documents that results in an
acceleration of the amounts owed by Lessee under the Lease., if such event of
default is not cured within any cure period applicable thereto. In the event
there is a default in the payment of rent due under the Lease while this Note
remains outstanding, the Board shall be entitled to set off such amount of past-
due rent against the installment of principal and/or interest then due under
this Note, and if there is no other default under this Note, the default in
payment of principal and/or interest shall be deemed to have been cured. Upon
acceleration of the Indebtedness, the Board shall immediately pay to the Holder
hereof the outstanding principal due hereunder, accrued interest thereon and all
expenses incurred by Holder to collect Indebtedness, including reasonable
attorney's fees and expenses. Failure of Holder to exercise such right to
accelerate, or indulgence granted from time to time, shall in no event be
considered a waiver of said right to acceleration or otherwise prevent Holder
from exercising said right.

     This Note has been negotiated, issued, sold and delivered in the State of
Tennessee, and it is intended that such Note shall be governed by, and construed
in accordance with, the laws of said State except to the extent such laws are
preempted by federal law.

     Section 67-5-205, Tennessee Code Annotated, as amended, provides that
neither the principal nor the interest of any bonds or notes issued
<PAGE>

by any incorporated town or city, or any agency thereof, shall be taxed by the
State of Tennessee or by any county or municipality of said State, and such
shall be so stated on the face of this Note.
<PAGE>

     All acts, conditions and things required to happen, exist and be performed
precedent to the issuance of this Note and execution of the Note Documents, have
happened, exist, and have been performed, as so required.

     No recourse shall be had against any incorporator, member, director,
officer, employee or agent, past, present or future, of the Board, either
directly or through the Board of otherwise, for the payment for or to the Board
or any receiver thereof, or for the payment for or to Holder or otherwise, of
any sum that may be due and unpaid by the board upon this Note or the Note
Documents. Any and all personal liability or every nature, whether at common law
or in equity, or by statute, constitution or otherwise, of any such
incorporator, member, director, officer, employee or agent, past, present or
future, to respond by reason of any act or omission on his or her part or
otherwise for, directly or indirectly, the payment for or to the Board or any
receiver thereof, or for the payment for or to Holder, or otherwise, of any sum
that may remain due and unpaid upon this Note or pursuant to the Note Documents,
is hereby expressly waived and released as a condition of and consideration for
the execution of the Note Documents, is hereby expressly waived and released as
a condition of and consideration for the execution of the Note Documents and the
issuance of this Note.

     This Note is issued pursuant to and in full compliance with the
Constitution and laws of the State of Tennessee, and particularly Chapter 53,
Title 7 of the Tennessee Code Annotated, as amended (the "Act"), and pursuant to
further proceedings of the governing body of the Board authorizing among other
things, the execution and delivery of the Note Documents. This Note, together
with the interest hereon, and all other obligations and amounts payable
hereunder, shall not be deemed to constitute a debt or liability or pledge of
the faith and credit of the Board, but is a limited obligation of the Board and
is payable solely out of the revenues, receipts and other moneys derived from
the Lease or from the enforcement of the security provided in the other Note
Documents. Neither the incorporators, members, officers, directors, agents or
employees, past, present or future, of the Board nor any person executing this
Note shall be liable personally on this Note. This Note shall not be a debt of
the City of Humboldt or of the County of Gibson or of the State of Tennessee or
of any political subdivision thereof and neither the City of Humboldt nor the
County of Gibson, nor the State of Tennessee shall be liable hereon nor in any
event shall this Note be payable out of any funds or properties other than those
received pursuant to the Lease or from the enforcement of the security provided
in the other Note Documents. This Note shall not constitute an indebtedness
within the meaning of any constitutional or statutory debt limitation or
restriction. Reference is hereby made to each of the Note Documents and to all
amendments and supplements thereto for a description of the rights, duties and
obligations of the Board and the Holder. By acceptance of this Note, the Holder
assents to all the provisions of such documents and all amendments and
supplements thereto.

     Subject to the provisions of the two immediately preceding paragraphs, in
the event it is necessary to enforce the provisions of the Note Documents, or to
protect or enforce the security for this Note, through an attorney or by means
of legal proceedings, the board shall pay (but only from sources and revenues
provided under the Lease) all costs reasonably incurred by Holder in connection
therewith, including but not limited to, attorneys' fees and court costs, and
such expenses shall be added to, and become a part of, the Indebtedness
evidenced by this Note.
<PAGE>

     The board, for itself, its legal representatives and assigns, hereby waives
demand, presentment for payment, notice of dishonor, protest, notice of protest
and diligence in collection and all other notices or demands with respect to
this Note or the enforcement hereof, and consents that the time of said
payments, or any part thereof, may be extended by Holder and assents to any
substitution, exchange or release of collateral permitted by Holder hereof, all
without in any way modifying, altering, releasing, affecting or limiting its
liability.

     THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED OR UNDER THE TENNESSEE SECURITIES ACT OF 1980, AS AMENDED.

     This Note may be executed in multiple counterparts, each of which shall be
an original, but all of which together shall constitute but one and the same
instrument.

     IN WITNESS WHEREOF, THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF
HUMBOLDT, TENNESSEE, as Issuer and Maker, has caused this Note to be signed by
the signature of its Chairman, and attested by the signature of its Secretary,
all as of the date first above written.
<PAGE>

                                              THE INDUSTRIAL DEVELOPMENT BOARD
                                              OF THE CITY OF HUMBOLDT, TENNESSEE

                                              BY:
                                              ROBERT J. ROOKE, Chairman

ATTEST:

JIM BLANKENSHIP, Secretary


The undersigned Holder acknowledges the non-recourse nature of this Note.

                                              AMERICAN WOODMARK CORPORATION

                                              BY:
                                              GLENN EANES, Treasurer
<PAGE>

This Instrument Prepared By:

WARMATH AND BOYTE                   The maximum principal indebtedness for
P. O. Box 406                       Tennessee recording tax purposes is
Humboldt, TN 38343-0406             $ - non-taxable -.



                     DEED OF TRUST AND SECURITY AGREEMENT

     THIS DEED OF TRUST AND SECURITY AGREEMENT ("Deed of Trust"), made and
entered into as of the 15th day of December, 2000, by and between THE INDUSTRIAL
DEVELOPMENT BOARD OF THE CITY OF HUMBOLDT, TENNESSEE, a public not-for-profit
corporation organized and existing under the laws of the State of Tennessee
("Grantor"), in favor of AMERICAN WOODMARK CORPORATION, TRUSTEE ("Trustee), and
AMERICAN WOODMARK CORPORATION, a corporation organized and existing under the
laws of the State of Virginia ("Beneficiary"). This instrument secures an
obligation incurred for the construction of improvements on real property
including the acquisition cost of real property and is a construction mortgage
under Section 47-9-313(1)(c) of Tennessee Code Annotated.

                                  WITNESSETH

     That for and in consideration of the sum of Ten Dollars ($10.00), and other
good and valuable considerations, the receipt and sufficiency of which are
hereby acknowledged, and in order to secure the indebtedness and other
obligations of Grantor hereinafter set forth, Grantor does hereby grant,
bargain, sell, convey, assign, transfer, pledge and set over unto and in favor
of Trustee, and the successors and assigns of Trustee, for the security and
benefit of the Beneficiary all of the following described land and interests in
land, estates, easements, rights, improvements, fixtures, including replacements
and additions thereto (which land, estates, easements, rights, improvements,
fixtures, including replacements and additions thereto shall be hereinafter
referred to collectively as the "Premises"):

     (a) That certain parcel of land located in the City of Humboldt, Gibson
     County, Tennessee, more particularly described in Exhibit "A" attached
     hereto, and by this reference made a part hereof ("Land");

     (b) All buildings, structures, fixtures and improvements of every nature
     whatsoever now or hereafter situated on the Land, all gas and electric
     fixtures, radiators, heaters, engines and machinery, boilers, ranges,
     elevators and motors, plumbing and heating fixtures, carpeting and other
     floor coverings, air conditioning apparatus and refrigerating plants which
     are or shall be attached to said buildings, structures or improvements and
     all other furnishings and fixtures of every kind and nature whatsoever now
     or hereafter owned by Grantor and located in, on or about, or used or
     intended to be used with or in connection with the use, operation or
     enjoyment of the Premises, including all extensions, additions,
     improvements, betterments, renewals and replacements, substitutions, or
     proceeds from a permitted sale of any of the foregoing and all building
     materials and supplies of every kind now or hereafter placed or located on
     the land (collectively, the "Improvements"), all of which are hereby
<PAGE>

     declared and shall be deemed to be fixtures and accessions to the Land and
     a part of the Premises as between the parties hereto and all persons
     claiming by, through or under them, and which shall be deemed to be a
     portion of the security for the indebtedness herein described and to be
     secured by this Deed of Trust;

     (c) All easements, rights-of-way, strips and gores of land, vaults,
     streets, ways, alleys, passages, sewer rights, waters, water courses, water
     rights and powers, minerals, flowers, shrubs, crops, trees, timber and
     other emblements now or hereafter located on the Land or under or above the
     same or any part or parcel thereof, and all state, rights, titles,
     interests, privileges, liberties, tenements, ereditaments and
     appurtenances, reversions and remainders whatsoever, in any way belonging,
     relating or appertaining to the Premises or any part thereof, or which
     hereafter shall in any way belong, relate or be appurtenant thereto,
     whether now owned or hereafter acquired by Grantor; and

     (d) All rents, issues, profits, revenues, income and other benefits derived
     from the Premises from time to time (including, without limitation, all
     payments under leases or tenancies, proceeds of insurance, condemnation
     payments, tenant security deposits and escrow funds), and all of the
     estate, right, title, interest, property, possession, claim and demand
     whatsoever at law, as well as in equity, of Grantor of, in and to the same,
     reserving only the right to Grantor to collect the same so long as Grantor
     is not in default hereunder.

     TO HAVE AND TO HOLD the Premises and all parts, rights and appurtenances
thereof, unto Trustee, its successors and assigns, for the security and benefit
of the Beneficiary forever; and Grantor covenants that Grantor is lawfully
seized and possessed of the Premises and has good and lawful right to convey the
same, that the Premises are unencumbered except for the permitted encumbrances
set forth in Exhibit "B" attached hereto, and by this reference made a part
hereof ("Permitted Encumbrances"), and Grantor does warrant and will forever
defend the title thereto against the claims of all persons, except as to the
Permitted Encumbrances.

     But this conveyance is made IN TRUST for the following uses and trusts, and
for no other purposes, to-wit:

     (a) To secure the payment of an indebtedness for borrowed money, together
     with interest thereon, due or to become due from Grantor to Beneficiary,
     which Grantor has obligated itself to pay pursuant to that certain non-
     recourse Industrial Development Revenue Note (American Woodmark Project)
     Series 2000-1, in the aggregate principal amount of Twenty Million Three
     Hundred Sixty-Six Thousand Eight Hundred Eighty-Eight and 20/100 Dollars
     ($20,366,888.20), of even date herewith, issued by Grantor, as Maker, and
     payable to the order of Beneficiary, and payable on or before December 15,
     2020, as more particularly set forth therein, and any extensions,
     modifications and/or renewals thereof (all of which are herein sometimes
     individually and collectively referred to as the "Note"). The Note was
     issued by Grantor pursuant to and in compliance with the provisions of
     Tennessee Code Annotated, Title 7, Chapter 53, as amended (the "Act");
<PAGE>

     (b) To secure all sums advanced by Beneficiary to Grantor or expended by
     Beneficiary for Grantor's account or benefit pursuant to the terms of this
     Deed of Trust or any collateral loan document executed by Grantor in
     connection with its execution of the Note and the faithful performance of
     all terms and conditions contained herein or therein; and

     (c) To secure the payment of all court costs, expenses and costs of
     whatever kind incident to the collection of any indebtedness secured hereby
     and the enforcement or protection of the lien of this conveyance, including
     reasonable attorneys' fees.

     Should the indebtedness secured by this Deed of Trust (hereinafter referred
to collectively as "Secured Indebtedness") be paid according to the tenor and
effect thereof when the same shall become due and payable, and should Grantor
perform all covenants herein contained, then this Deed of Trust shall be
cancelled and released.

     This instrument covers property, which is or may become so affixed to real
property as to become fixtures and also constitutes a fixture filing under
Section 47-9-402 of Tennessee Code Annotated.

     GRANTOR HEREBY FURTHER COVENANTS AND AGREES WITH BENEFICIARY AS FOLLOWS:

                                   ARTICLE I

     1.1 Payment of Indebtedness. Subject to the provisions of Sections 1.2 and
3.11, Grantor shall pay the indebtedness evidenced by the Note according to the
tenor thereof and the remainder of the Secured Indebtedness as the same shall
become due.

     1.2 Lease of Premises; Option to Purchase. The parties hereby acknowledge
that pursuant to that certain Master Industrial Development Lease Agreement of
even date herewith by and between Grantor, as Lessor, and Beneficiary, as Lessee
("Lease"), to which this Deed of Trust is expressly subject, Grantor has leased
the Premises to Beneficiary. Grantor's obligations to pay the Secured
Indebtedness and to otherwise fulfill its obligations under this Deed of Trust
shall be limited to and payable solely from the revenues, rents and other moneys
(excluding payments made in lieu of taxes pursuant to Article IV of the Lease
and excluding payments made pursuant to the indemnities granted under the Lease)
received by Grantor pursuant to the Lease, as further set forth in Section 3.11
hereof. Pursuant to the terms of the Lease, Beneficiary has been granted an
option to purchase the Premises upon the payment of an aggregate amount equal to
the then outstanding indebtedness under the Note, plus certain other amounts as
set forth in Article XI of the Lease.

     1.3 Condemnation. If all or any portion of the Premises shall be damaged or
taken through condemnation (which term when used in this Deed of Trust shall
include any damage or taking by any governmental or quasi-governmental authority
and any transfer by private sale in lieu thereof), the entire Secured
Indebtedness shall, at the option of Beneficiary, immediately become due and
payable. Grantor, immediately upon obtaining knowledge of the institution, or
the proposed, contemplated or threatened institution of any action or proceeding
for the taking through condemnation of the Premises or any part thereof,
<PAGE>

will notify Beneficiary. Beneficiary is hereby authorized, at its option, to
commence, appear in and prosecute, through counsel selected by Beneficiary, in
its own or in Grantor's name, any action or proceeding relating to any
condemnation, and to settle or compromise any claim in connection therewith. All
such compensation, awards, damages, claims, rights of action and proceeds and
the right thereto are hereby assigned by Grantor to Beneficiary. Beneficiary is
authorized, at its option, to collect and receive all such compensation, awards
or damages and to give proper receipts and acquittances therefor without any
obligation to question the amount of any such compensation, award or damages.
Grantor agrees to execute such further assignments of any compensation, awards,
damages, claims, rights of action and proceeds as Beneficiary may require. If,
prior to the receipt by Beneficiary of such award or proceeds, the Premises
shall have been sold on foreclosure of this Deed of Trust, or under the power
herein granted, Beneficiary shall have the right to receive such award or
proceeds to the extent of any unpaid Secured Indebtedness following such sale,
with legal interest thereon, whether or not a deficiency judgment in respect of
the Secured Indebtedness shall have been sought or recovered, and to the extent
of reasonable counsel fees, costs and disbursements incurred by Beneficiary in
connection with the collection of such award or proceeds.

     1.4 Leases, Contracts, Etc.

     (b) Pursuant to an Assignment of Rents and Lease ("Assignment") dated the
date of this Deed of Trust between Grantor and Beneficiary, Grantor has assigned
its interest in the Lease to Beneficiary, as further security for payment of the
Secured Indebtedness. As additional collateral and further security for the
Secured Indebtedness, Grantor does hereby assign to Beneficiary Grantor's
interest in any and all other leases, tenant contracts, rental agreements,
franchise agreements, management contracts, construction contracts, and other
contracts, licenses and permits now or hereafter affecting the Premises, or any
part thereof. Grantor agrees to execute and deliver to Beneficiary such
additional instruments, in form and substance satisfactory to Beneficiary, as
may be requested by Beneficiary to further evidence and confirm said assignment;
provided, however, that acceptance of any such assignment shall not be construed
as a consent by Beneficiary to any other lease, tenant contract, rental
agreement, franchise agreement, management contract, construction contract, or
other contract, license or permit, or to impose upon Beneficiary any obligation
with respect thereto. Without first obtaining, on each occasion, the prior
written approval of Beneficiary, which approval shall be at the sole discretion
of Beneficiary, Grantor shall not cancel or permit the cancellation of any such
other lease, tenant contract, rental agreement, franchise agreement, management
contract, construction contract, or other contract, license or permit, or modify
any of said instruments, or accept, or permit to be made, any prepayment of any
installment of rent or fees thereunder (except the usual prepayment of rent
which results from the acceptance by a landlord on the first day of each month
of the rent for the ensuing month). Grantor shall faithfully keep and perform,
or cause to be kept and performed, all of the covenants, conditions and
agreements contained in each of said instruments, now or hereafter existing, on
the part of Grantor to be kept and performed and shall at all times do all
things necessary to compel performance by each other party to said instruments
of all obligations, covenants and agreements by such other party to be performed
thereunder.

     (b) Grantor shall not execute an assignment (other than the "Assignment")
of the rents, issues or profits, or any part thereof, from the Premises unless
Beneficiary shall first consent in writing to such
<PAGE>

assignment and unless such assignment shall expressly provide that it is
subordinate to the assignment contained in this Deed of Trust and any assignment
executed pursuant hereto.

     1.5 Further Assurances; After-Acquired Property. At any time, and from time
to time, upon written request by Beneficiary, Grantor, at Beneficiary's expense,
will make, execute and deliver or cause to be made, executed or delivered, to
Beneficiary and, where appropriate, cause to be recorded and/or filed and from
time to time thereafter to be re-recorded and/or re-filed at such time and in
such offices and places as shall be deemed desirable by Beneficiary, any and all
such other and further deeds of trust, instruments of further assurance,
certificates and other documents as may, in the opinion of Beneficiary, be
necessary or desirable in order to effectuate, complete or perfect, or to
continue and preserve the obligations of Grantor under the Note and under this
Deed of Trust.
<PAGE>

     1.6 Limit of Validity. If, from any circumstances whatsoever, fulfillment
of any provision of this Deed of Trust or of the Note, at the time performance
of such provision shall be due, shall involve transcending the-limit of validity
presently prescribed by any applicable usury statute or any other applicable
law, with regard to obligations of like character and amount, then, ipso facto,
the obligation to be fulfilled shall be reduced to the limit of such validity,
so that in no event shall any exaction be possible under this Deed of Trust or
under this Note that is in excess of the current limit of such validity, but
such obligation shall be fulfilled to the limit of such validity. The provisions
of this Section 1.6 shall control every other provision of this Deed of Trust
and of the Note.

     1.7 Conveyance of Premises. Except for the interest granted to Lessee
pursuant to the Lease, Grantor shall not directly or indirectly encumber,
pledge, convey, transfer or assign any or all of its interest in the Premises
without the prior written consent of Beneficiary. Subject to the provisions of
Section 3.11 hereof, Beneficiary's consent to such a transfer, if given, shall
not release or alter in any manner the liability of Grantor or anyone who has
assumed or guaranteed the payment of the Secured Indebtedness or any portion
thereof. At the option of Beneficiary, the Secured Indebtedness shall be
immediately due and payable in the event that Grantor conveys all or any portion
of the Premises or any interest therein, or in the event that Grantor's
equitable title thereto or interest therein shall be assigned, transferred or
conveyed in any manner, including without limitation, the transfer or conveyance
of any interest in Grantor, without obtaining Beneficiary's prior written
consent thereto, and any waiver or consent for any prior transfer shall not
preclude Beneficiary from declaring the Secured Indebtedness due and payable for
any subsequent transfer.

     1.8 Sale by Foreclosure of Prior Encumbrances. In the event that this Deed
of Trust shall, now or at any time after the date hereof, be subordinate to any
other encumbrances on the Premises other than the Lease, Grantor hereby agrees
that the lien of this conveyance shall extend to the entire interest of Grantor
in the Premises conveyed hereby, and shall extend to the interest of Grantor in
the proceeds from any sale of said Premises, whether by foreclosure of any such
prior encumbrance or otherwise, to the extent any such proceeds exceed the
amount necessary to satisfy such prior encumbrance(s). Any trustee or other
person conducting any such sale or foreclosure is hereby directed to pay such
excess proceeds to Beneficiary to the extent necessary to pay the Secured
Indebtedness in full, notwithstanding any provision to the contrary contained in
any prior encumbrance.
<PAGE>

     1.9 Security Agreement. With respect to the apparatus, fittings, fixtures
and articles of personal property referred to or described in this Deed of Trust
(all of which is hereinafter collectively referred to as "Personal Property"),
this Deed of Trust is hereby made and declared to be a security agreement
encumbering each and every item of Personal Property, in compliance with the
provisions of the Uniform Commercial Code as enacted in the state wherein the
Land is situated, and Grantor hereby grants to Beneficiary a security interest
in said Personal Property. A financing statement or statements describing said
Personal Property shall be executed by Grantor and Beneficiary and appropriately
filed. The remedies for any violation of the covenants, terms and conditions of
the security agreement contained in this Deed of Trust, or otherwise, in respect
of an Event of Default hereunder, shall be (a) as prescribed herein; (ii) as
prescribed by general law; or (iii) as prescribed by the specific statutory
consequences now or hereafter enacted and specified in said Uniform Commercial
code, all at Beneficiary's sole election. Grantor and Beneficiary agree that the
filing of such financing statement(s) in the records normally having to do with
personal property shall not in any way affect the agreement of Grantor and
Beneficiary that everything described or reflected in this Deed of Trust is, and
at all times and for all purposes and in all proceedings, both legal or
equitable, shall be regarded as part of the real estate conveyed hereby
regardless of whether (a) any such item is physically attached to the
improvements, (b) serial numbers are used for the better identification of
certain items capable of being thus identified in an exhibit to this Deed of
Trust, or (c) any such item is referred to or reflected in any such financing
statement(s) so filed at any time. Similarly, the mention in any such financing
statement(s) of the rights in and to (1) the proceeds of any fire and/or hazard
insurance policy, (2) any award in eminent domain proceedings for a taking or
for loss of value, or (3) Grantor's interest as Lessor in any present or future
lease or rights to income growing out of the use and/or occupancy of the
Premises, whether pursuant to Lease or otherwise, shall not in any way alter any
of the rights of Beneficiary as determined by this instrument or affect the
priority of Beneficiary's security interest granted hereby or by any other
recorded document, it being understood and agreed that such mention in such
financing statement(s) is solely for the protection of Beneficiary in the event
any court shall at any time hold, with respect to the foregoing items (1), (2)
or (3), that notice of Beneficiary's priority of interest, to be effective
against a particular class of persons, must be filed in the Uniform Commercial
Code records.

                                   ARTICLE II

     2.1 Events of Default. The terms "Default", "Event of Default" or "Events
of Default", wherever used in this Deed of Trust, shall mean any one or more of
the following events:
<PAGE>

     (a) Failure by Grantor to pay as and when due and payable any portion of
the Secured Indebtedness, if such failure shall continue unremedied for a period
of ten (10) days following written notice thereof to the Grantor from the
Beneficiary; or

     (b) Failure by Grantor duly to observe or perform any other term, covenant,
condition or agreement of this Deed of Trust; or

     (c) Failure by Grantor duly to observe or perform any term, covenant,
condition or agreement in any instrument or agreement now or hereafter
evidencing, securing or otherwise relating to the Note, this Deed of Trust or
the Secured Indebtedness; or

     (d) The occurrence of a default or event of default by Grantor under any
instrument or agreement now or hereafter evidencing, securing or otherwise
relating to the Note or the secured Indebtedness; or

     (e) The occurrence of a default or event of default by Grantor in its
obligations under the Lease; or

     (f) Any representation or warranty of Grantor contained in this Deed of
Trust, the Lease or in any other document given by Grantor with respect to the
Secured indebtedness, shall prove to be untrue or misleading in any material
respect; or

     (g) The filing by Grantor or any endorser or guarantor of the Note of a
voluntary petition in bankrupt or Grantor's or any such endorser's or
guarantor's adjudication as a bankrupt or insolvent; or the filing by Grantor or
any endorser or guarantor of the Note of any petition or answer seeking or
acquiescing in any reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief for itself under any present or
future federal, state or other law or regulation relating to bankruptcy,
insolvency or other relief for debtors; or Grantor's or any such endorser's or
guarantor's seeking or consenting to or acquiescing in the appointment of any
trustee, receiver or liquidator of Grantor or an such endorser or guarantor, or
of all or any substantial part of the premises or of any or all of the rents,
issues, profits or revenues thereof, or the making

by Grantor or any such endorser or guarantor of any general assignment for the
benefit of creditors; or the admission in writing by Grantor or any such
endorser or guarantor of its or their inability to pay its or their debts
generally as they become due; or the Grantor or any endorser or guarantor shall
fail to make any payments in respect of any debt (other than the Secured
Indebtedness) when due or within any applicable grace period; or the commission
by Grantor of any such endorser or guarantor of an act of bankruptcy; or
<PAGE>

     (h) The entry by a court of competent jurisdiction of an order, judgment or
decree approving a petition filed against Grantor or any endorser or guarantor
of the Note seeking any reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under any present or future federal,
state or other law or regulation relating to bankruptcy, insolvency or other
relief for debtors or the appointment of any trustee, receiver or liquidator of
Grantor or any endorser or guarantor of the Note, or of all or any substantial
part of the Premises or of any or all of the rents, issues, profits or revenues
thereof without the consent or acquiescence of Grantor or any endorser or
guarantor of the Note, as the case may be; or

     (i) Any event occurs under any instrument, deed or agreement given or made
by Grantor to or with any third party, which would authorize the acceleration of
an indebtedness to such third party and which, in Beneficiary's reasonable
opinion, would materially adversely affect the financial condition of Grantor or
any endorser or guarantor of the Note; or

     (j) The Premises are subject to actual or threatened waste, or any part
thereof is removed, demolished or altered by any person or entity other than
Beneficiary as lessee under the Lease without the prior written consent of
Beneficiary; or

     (k) Any claim of priority to this Deed of Trust, by title, lien or
otherwise is asserted in any legal or equitable proceeding other than the
Permitted Encumbrances or transfer consented to by Beneficiary pursuant to
Section 1.7 hereof; or

     (l) Grantor or any endorser or guarantor of the Note (if a corporation) is
liquidated or dissolved or its charter expires or is revoked; or Grantor or any
endorser or guarantor of the Note (if a partnership or business association) is
dissolved or partitioned; or Grantor or endorser or guarantor of the Note (if a
Trust) is terminated or expires, or Grantor or endorser or guarantor of the Note
(if an individual) dies; or

     (m) The occurrence of a default or an event of default by Beneficiary under
the Lease resulting in an acceleration of the amounts owing under the Lease.

     Notwithstanding the provisions of subparagraphs (b) through (m) hereof, any
default thereunder shall not be a default or Event of Default hereunder, unless
Grantor shall have first received notice of such default from Beneficiary and
such default shall not have been cured to the satisfaction of Beneficiary within
thirty (30) days of the date of such notice, provided, however, if a default
(other than a default under subparagraph (a) above) is not susceptible of being
cured within the said thirty (30) day period, it shall not be a default
hereunder as long as Grantor commences to cure within the thirty (30) day period
and continues to process the cure with reasonable diligence.

     2.2 Acceleration of Maturity. If an Event of Default shall have occurred
and be continuing, then the entire Secured Indebtedness shall, at the option of
Beneficiary, immediately become due and payable without notice or demand, time
being of the essence of this Deed of Trust, and no omission on the party of
Beneficiary to exercise such option when entitled to do so shall be construed as
a waiver of such right.

     2.3 Right to Enter and Take Possession.
<PAGE>

     (a)  If an Event of Default shall have occurred and be continuing, Grantor,
upon demand of Beneficiary, shall forthwith surrender to Beneficiary the actual
possession of the Premises and to the extent permitted by law, Beneficiary
itself, or by such officers or agents as it may appoint, may enter and take
possession of all or any part of the Premises without the appointment of a
receiver or an application therefor, and may exclude Grantor and its agents and
employees wholly therefrom, and have joint access with Grantor to the books,
papers and accounts of Grantor.

     (b)  If Grantor shall, for any reason, fail to surrender of deliver the
Premises or any part thereof after such demand by Beneficiary, Beneficiary may
obtain a judgment or decree conferring upon Beneficiary the right to immediate
possession or requiring Grantor ro deliver immediate possession of the Premises
to Beneficiary, and Grantor hereby specifically consents to the entry of such
judgment or decree. Subject to the limitations set forth in Sections 1.2 and
3.11 hereof, Grantor will pay to Beneficiary, upon demand, all expenses of
obtaining such judgment or decree, including reasonable compensation to
Beneficiary, its attorneys and agents, and all such expenses and compensation
shall, until paid, become part of the Secured Indebtedness and shall be secured
by this Deed of Trust.

     (c)  Upon every such entering upon or taking of possession, Beneficiary may
hold, store, use, operate, manage and control the Premises and conduct the
business thereof, and from time to time (i) make all necessary and proper
maintenance, repairs, renewals, replacements, additions, betterments and
improvements thereto and thereon and purchase or otherwise acquire additional
fixtures, personalty and other property; (ii) insure the Premises; (iii) manage
and operate the Premises and exercise all of the rights and powers of Grantor to
the same; and (iv) enter into any and all agreements with respect to the
exercise by others of any of the powers herein granted to Beneficiary, all as
Beneficiary from time to time may determine to be in its best interest.
Beneficiary may collect and receive all the rents, issues, profits and revenues
from the Premises, including those past due as well as those accruing
thereafter, and, after deduction (aa) all expenses of taking, holding, managing
and operating the Premises (including reasonable compensation for the services
of all persons employed for such purposes); (bb) the cost of all such
maintenance, repairs, renewals, replacements, additions, betterments,
improvements, purchases and acquisitions; (cc) the cost of such insurance; (dd)
such taxes, assessments and other similar charges that may become due and
payable as Beneficiary may at its option pay; (ee) other proper charges upon the
Premises or any part thereof; and (ff) the reasonable compensation, expenses and
disbursements of the attorneys and agents of Beneficiary, Beneficiary shall
apply the remainder of the monies and proceeds so received by Beneficiary,
first, to the payment of accrued interest on the Secured Indebtedness; second,
to the payment of other sums required to be paid hereunder; and third, to the
payment of overdue installments of principal on the Secured Indebtedness.
Anything in this Section 2.3 to the contrary notwithstanding, Grantor shall
receive full credit against the Secured Indebtedness for all amounts received by
Beneficiary as rent under the Lease.

     (d)  Whenever all such interest, deposits and principal installments and
other sums due under any of the terms, covenants, conditions and agreements of
this Deed of Trust shall have been paid and all Events of Default shall have
been cured, Beneficiary shall surrender possession of the Premises to Grantor,
its successors or assigns. The
<PAGE>

same right of taking possession, however, shall exist if any subsequent Event of
Default shall occur and be continuing.

     2.4  Performance by Beneficiary. If Grantor shall default in the payment,
performance or observance of any term, covenant or condition of this Deed of
Trust, Beneficiary may, at its option, pay, perform or observe the same, and all
payments made or costs or expenses incurred by Beneficiary in connection
therewith, with interest thereon at the interest rate provided in the Note,
shall be secured hereby and shall be, without demand, immediately repaid
(subject to the limitations set forth in Sections 1.2 and 3.11) by Grantor to
Beneficiary. Beneficiary shall be the sole judge of the necessity of any such
actions and of the amounts to be paid. Beneficiary is hereby empowered to enter
and to authorize others to enter upon the Premises, or any part thereof, for the
purpose of performing or observing any such defaulted term, covenant or
condition without thereby becoming liable to Grantor or any person in possession
holding under Grantor.

     2.5  Receiver. If an Event of Default shall have occurred and be
continuing, Beneficiary, upon application to a court of competent jurisdiction,
shall be entitled as a matter of strict right, without notice and without regard
to the occupancy or value of any security for the secured Indebtedness or the
solvency of any party bound for its payment, to the appointment of a receiver to
take possession of and to operate the Premises and to collect and apply the
rents, issues, profits and revenues thereof. The receiver shall have all of the
rights and powers permitted under the laws of the state wherein the Land is
situated. Subject to the limitations set forth in Sections 1.2 and 3.11 hereof,
Grantor will pay unto Beneficiary, upon demand, all expenses, including
receiver's fees, attorneys' fees, costs and agent's compensation, incurred
pursuant to the provisions of this Section 2.5, and any such amounts paid by
Grantor shall be added to the Secured Indebtedness and shall be secured by this
Deed of Trust.

     2.6  Enforcement.

     (a)       If any Event of Default shall have occurred and be continuing,
Trustee, or the agent or successor of Trustee, at the request of Beneficiary,
shall sell all or any part of the Premises at one or more public sales before
the door of the courthouse of the county in which the Land or any part of the
Land is situated. Such sale shall be to the highest bidder for cash (or credit
upon the Secured Indebtedness if Beneficiary is the successful bidder), and in
bar of the right of redemption (statutory or otherwise), the equity of
redemption, homestead, dower, elective or distributing share, any right of
appraisement or valuation and all other rights and exemptions of every kind, all
of which are hereby expressly waived by Grantor. The proceeds of such sale shall
be used to pay the Secured Indebtedness and all expenses of sale and of all
proceedings in connection therewith, including reasonable attorneys' fees, as
set forth more fully in section 2.8. The sale shall take place only after the
time, place and terms of sale have been advertised at least three (3) different
times in a newspaper with a general circulation in the county in which the Land
is located, the first of which publications shall be at least twenty-one (21)
days previous to said sale. At any such public sale, Beneficiary may execute and
deliver to the purchaser a conveyance of the Premises, or any part of the
Premises, in fee simple. In the event of any sale under this Deed of Trust by
virtue of the exercise of the powers herein granted, or pursuant to any order in
any judicial proceedings or otherwise, the Premises may be sold as an entirety
or in separate parcels and in such manner or order as Beneficiary, in its sole
<PAGE>

discretion, may elect, and if Beneficiary so elects, Trustee or Beneficiary may
sell any and all Personal Property, at one or more separate sales in any manner
permitted by the Uniform Commercial Code of the state in which the Land is
located, and one or more exercises of the powers herein granted shall not
extinguish or exhaust such powers until the entire Premises are sold or the
Secured Indebtedness is paid in full. If the Secured Indebtedness is now or
hereafter further secured by any chattel mortgages, pledges, contracts of
guaranty, assignments of lease or other security instruments, Beneficiary, at
its option, may exhaust the remedies granted under any of said security
instruments or this Deed of Trust either concurrently or independently, and in
such order as Beneficiary may determine.

     Said sale may be adjourned by the Trustee, or its agent or successors, and
reset at a later date without additional publication, provided that an
announcement to that effect is made at the scheduled place of sale at the time
and on the date the sale is originally set.

     (b)       If an Event of Default shall have occurred and be continuing,
Beneficiary may, in addition to and not in abrogation of the rights covered
under subparagraph (a) of this section 2.6, either with or without entry or
taking possession as herein provided or otherwise, proceed by a suit or suits in
law or in equity or by any other appropriate proceeding or remedy (i) to enforce
payment of the Note or the performance of any term, covenant, condition or
agreement of this Deed of Trust or any other right, and (ii) to pursue any other
remedy available to it, all as Beneficiary in its sole discretion shall elect.

     2.7  Purchase by Beneficiary. Upon any foreclosure sale or sale of all or
any portion of the Premises under the power herein granted, Beneficiary may bid
for and purchase the Premises and shall be entitled to apply all or any part of
the Secured Indebtedness as a credit to the purchase price.

     2.8  Application of Proceeds of Sale. In the event of a foreclosure or
other sale of all or any portion of the Premises, the proceeds of said sale
shall be applied, first, to the reasonable expenses of such sale and of all
proceedings in connection therewith, including reasonable fees of the attorney
and trustee (and attorney and trustee fees and expenses shall become absolutely
due and payable whenever foreclosure is commenced); thence to insurance
premiums, liens, assessments, taxes and charges including utility charges
advanced by Beneficiary, and interest thereon; thence to payment of the Secured
Indebtedness plus accrued interest thereon, in such order of priority as
Beneficiary shall determine, in its sole discretion; and finally, the remainder,
if any, shall be paid to Grantor, or to the person or entity lawfully entitled
thereto.

     2.9  Grantor as Tenant Holding Over. In the event of any such foreclosure
sale or sale under the powers herein granted, Grantor (if Grantor shall remain
in possession) shall be deemed a tenant holding over and shall forthwith deliver
possession to the purchaser or purchasers at such sale or be summarily
dispossessed according to the provisions of law applicable to tenants holding
over.

     2.10 Waiver of Appraisement, Valuation, Etc. Grantor agrees, to the full
extent permitted by law, that in case of a default on the part of Grantor
hereunder, neither Grantor nor anyone claiming through or under Grantor, will
set up, claim or seek to take advantage of any appraisement, valuation, stay,
extension, homestead, exemption or redemption laws now or hereafter in force, in
order to prevent or hinder
<PAGE>

the enforcement or foreclosure of this Deed of Trust, or the absolute sale of
the Premises, or the delivery of possession thereof immediately after such sale
to the purchaser at such sale. Grantor, for itself and all who may at any time
claim through or under it, hereby waives, to the full extent that it may
lawfully so do, the benefit of all such laws, and any and all right to have the
assets subject to the security interest of this Deed of Trust marshaled upon any
foreclosure or sale under the power herein granted.

     2.11 Leases. Beneficiary, at its option, is authorized to foreclose this
Deed of Trust subject to the rights of any tenants of the Premises, and the
failure to make any such tenants parties to any such foreclosure proceedings and
to foreclose their rights will not be, nor be asserted to be by Grantor, a
defense to any proceeding instituted by Beneficiary to collect the sums secured
hereby.

     2.12 Discontinuance of Proceedings. In case Beneficiary shall have
proceeded to enforce any right, power or remedy under this Deed of Trust by
foreclosure, entry or otherwise, and such proceedings shall have been
discontinued or abandoned for any reason, or shall have been determined
adversely to Beneficiary, then in every such case, Grantor, Trustee and
Beneficiary shall be restored to their former positions and rights hereunder,
and all rights, powers and remedies of Beneficiary shall continue as if no such
proceeding had occurred.

     2.13 Remedies Cumulative. No right, power or remedy conferred upon or
reserved to Beneficiary by this Deed of Trust is intended to be exclusive of any
other right, power or remedy, but each and every such right, power and remedy
shall be cumulative and concurrent and shall be in addition to any other right,
power and remedy given hereunder ot now or hereafter existing at law, in equity
or by statute.

     2.l4 Waiver.

     No delay or omission by Beneficiary or by any holder of the Note to
exercise any right, power or remedy accruing upon any default shall exhaust or
impair any such right, power or remedy or shall be construed to be a waiver of
any such default, or acquiescence therein, and every right, power and remedy
given by this Deed of Trust to Beneficiary may be exercised from time to time
and as often as may be deemed expedient by Beneficiary.

No consent or waiver expressed or implied by Beneficiary to or of any breach or
default by Grantor in the performance of the obligations of Grantor hereunder
shall be deemed or construed to be a consent to, or waiver, of any other breach
or default in the performance of the same or any other obligations of Grantor
hereunder shall be deemed or construed to be a consent to, ot waiver, of any
other breach of default in the performance of the same or any other obligations
of Grantor hereunder. Failure on the party of Beneficiary to complain of any act
or failure to act or failure to declare an Event of Default, irrespective of how
long such failure continues, shall not constitute a waiver by Beneficiary of its
rights hereunder or impair any rights, powers or remedies of Beneficiary
hereunder.

     (b)       No acts or omission by Trustee or Beneficiary shall release,
discharge, modify, change or otherwise affect the original liability under the
Note or this deed of Trust or any other obligation of Grantor or any subsequent
purchaser of the Premises or any part there, or any maker, cosigner, endorser,
surety or guarantor, nor preclude Trustee and/or Beneficiary from exercising any
right, power or privilege herein
<PAGE>

granted or intended to be granted in the event of any default then existing or
of any subsequent default, nor alter the lien of this Deed of Trust, except as
expressly provided in an instrument or instruments executed by Beneficiary.
Without limiting the generality of the foregoing, Beneficiary may (i) grant
forbearance or an extension of time for the payment of all or any portion of the
Secured Indebtedness; (ii) take other or additional security for the payment of
any of the Secured Indebtedness; (iii) waive or fail to exercise any right
granted herein or in the Note; (iv) release any part of the Premises from the
security interest or lien of this Deed of Trust or otherwise change any of the
terms, covenants, conditions or agreements of the Note or this Deed of Trust;
(v) consent to the filing of any map, plat or re-plat affecting the Premises;
(vi) consent to the granting of any easement or other right affecting the
Premises; (vii) take or omit to take any action whatsoever with respect to the
Note, this Deed of Trust, the Premises or any document or instrument now or
hereafter evidencing, securing or in any way related to the Secured
indebtedness, all without releasing, discharging, modifying, changing or
affecting any such liability, or precluding Beneficiary from exercising any such
right, power or privilege or affecting the lien of this Deed of Trust. In the
event of the sale or transfer by operation of law or otherwise of all or any
part of the Premises, Beneficiary, without notice, is hereby authorized and
empowered to deal with any such vendee or transferee with reference to the
Premises or the Secured Indebtedness, or with reference to any of the terms,
covenants, conditions or agreements hereof, as fully and to the same extent as
it might deal with the original parties hereto and without in any way releasing
or discharging any liabilities, obligations or undertakings.

     2.15 Suits to Protect the Premises. Beneficiary shall have power to
institute and maintain such suits and proceedings as it may deem expedient (a)
to prevent any impairment of the Premises by an acts which may be unlawful or
constitute a default under this Deed of Trust; (b) to preserve or protect its
interest in the Premises and in the rents, issues, profits and revenues arising
therefrom; and (c) to restrain the enforcement of or compliance with any
legislation or other governmental enactment, rule or order that may be
unconstitutional or otherwise invalid, if the enforcement of or compliance with
such enactment, rule or order would impair the security hereunder or be
prejudicial to the interest of Beneficiary.

     2.16 Proofs of Claim. In the case of any receivership, insolvency,
bankruptcy, reorganization, arrangement, adjustment, composition or other
proceedings affecting Grantor, its creditors or its property, Beneficiary, to
the extent permitted by law, shall be entitled to file such proofs of claim and
other documents as may be necessary or advisable in order to have the claims of
Beneficiary allowed in such proceedings for the entire amount due and payable by
Grantor under this Deed of Trust at the date of the institution of such
proceedings and for any additional amount which may become due and payable by
Grantor hereunder after such date.

                                  ARTICLE III

     3.1  Successors and Assigns; Successor Trustee. This Deed of Trust shall
inure to the benefit of and be binding upon Grantor, Trustee and Beneficiary and
their respective heirs, executors, legal representatives, successors,
successors-in-title and assigns. Whenever a reference is made in this Deed of
Trust to Grantor, Trustee or Beneficiary, such reference shall be deemed to
include a reference to
<PAGE>

the heirs executors, legal representatives, successors, successors-in-title and
assigns of Grantor, Trustee or Beneficiary, as the case may be. In the event of
the death, absence, inability or refusal to act of Trustee, or for any other
reason, Beneficiary at any time and from time to time shall have the right to
name and appoint, by instrument in writing recorded in the appropriate records
in the office(s) in which this Deed of Trust is recorded, a successor to execute
this trust, who shall be vested with all of the right, title, estate, powers
privileges and duties of the above-named Trustee without the necessity of any
conveyance from the above named Trustee or any successor.

     3.2  Terminology. All personal pronouns used in this Deed of Trust, whether
used in the masculine, feminine or neuter gender, shall include all other
genders; the singular shall include the plural, and vice versa. Titles and
Articles are for convenience only and neither limit not amplify the provisions
of this Deed of Trust, and all references herein to Articles, sections or
subparagraphs shall refer to the corresponding Articles, Sections or
subparagraphs of this Deed of Trust unless specific reference is made to
Articles, Sections or subparagraphs of another document or instrument.

     3.3  Joint and Several Liability. If Grantor is more than one party, such
terms as used herein shall refer always to such parties jointly and severally.
<PAGE>

     3.4  Severability. If any provisions of this Deed of Trust or the
application thereof to any person or circumstance shall be invalid or
unenforceable to any extent, the remainder of this Deed of Trust and the
application of such provisions to other persons or circumstances shall not be
affected thereby and shall be enforced to the greatest extent permitted by law.

     3.5  Applicable Law. This deed of Trust shall be interpreted construed and
enforced according to the laws of the state wherein the Land is situated.

     3.6  Notices. Any and all notices, elections or demands permitted or
required to be made under this Deed of Trust shall be in in writing signed by
the party giving such notice, election or demand, and shall be delivered
personally, by telecopy, telex or facsimile (promptly confirmed by registered or
certified mail), by overnight courier or sent by registered or certified mail,
to the other party at the address set forth below, or at such other address as
may hereafter be supplied in writing. The date of personal delivery or the date
of mailing, as the case may be, shall be the date of such notice, election or
demand. For the purposes of this Deed of Trust:

The address of Grantor is:              The Industrial Development Board of
                                        the City of Humboldt, Tennessee
                                        1200 Main Street
                                        Humboldt, TN 38343


The address of Beneficiary is:          American Woodmark Corporation
                                        3102 Shawnee Drive
                                        Winchester, VA 22601

     3.7  Replacement of Note. Upon receipt of the evidence reasonably
satisfactory to Grantor of the loss, theft, destruction or mutilation of the
Note, and in the case of any such loss, theft or destruction, upon delivery of
an indemnity agreement reasonably satisfactory to Grantor or, in the case of any
such mutilation, upon surrender and cancellation of the Note, Grantor, at
Beneficiary's expense, will execute and deliver, in lieu thereof, a replacement
note, identical in form and substance to the Note and dated as of the date of
the Note, and upon such execution and delivery all references in this Deed of
Trust to the Note shall be deemed to refer to such replacement note.

     3.8  Assignment. This Deed of Trust is assignable by Beneficiary only with
the written consent of Grantor, which consent may be granted or withheld in
Grantor's sole discretion. Any assignment hereof by Beneficiary shall operate to
vest in the assignee all rights and powers herein conferred upon and granted to
Beneficiary.

     3.9  Time of the Essence. Time is of the essence with respect to each and
every covenant, agreement and obligation of Grantor under this Deed of Trust,
the Note and any and all other instruments now or hereafter evidencing, securing
or otherwise relating to the Secured Indebtedness.

     3.10 Extensions, Etc. Grantor and Beneficiary may agree to extend the time
for payment of all or any part of the Secured Indebtedness, or reduce, rearrange
or otherwise modify the terms of payment thereof, or accept a renewal note or
notes therefor, all without notice to or the
<PAGE>

consent of any junior lienholder or any other person having an interest in the
Premises subordinate to the lien of this Deed of Trust, and without the consent
of Grantor if Grantor no longer holds title to the Premises. No such extension,
reduction, modification or renewal shall affect the priority of this Deed of
Trust or impair the security hereof in any manner whatsoever, or release,
discharge or otherwise affect in any manner the personal liability of Grantor to
Beneficiary or the liability of any other person now or hereafter liable for
payment of the Secured Indebtedness or any part thereof.

     3.11 Indemnity and Non-Recourse.

     (a)       The Note is issued pursuant to and in full compliance with the
Constitution and laws of the State of Tennessee, and particularly the Act and
pursuant to further proceedings of the governing body of the Grantor authorizing
among other things, the execution and delivery of this Deed of Trust. The Note,
together with the interest thereon, and all other obligations and amounts
payable hereunder, shall not be deemed to constitute a debt or liability or
pledge of the faith and credit of the Grantor, but is a limited obligation of
the Grantor and is payable solely out of the revenues, receipts and other moneys
derived from the Lease or from the enforcement of the security provided in this
Deed of Trust. Neither the incorporators, members, directors, officers,
employees, agents or counsel, past, present or future, of the Grantor nor any
person executing this Deed of Trust shall be liable personally on this Deed of
Trust by reason of the issuance hereof. The Note shall not be a debt of the City
of Humboldt, nor the County of Gibson, nor the State of Tennessee, nor shall
they be liable hereon not in any event shall the Note be payable out of any
funds or properties other than those received pursuant to the Lease, and neither
the Note nor this Deed of Trust shall constitute an indebtedness within the
meaning of any constitutional or statutory debt limitation or restriction.
<PAGE>

     (b)  Notwithstanding any provision in this Deed of Trust to the contrary,
no recourse shall be had against Grantor, nor against any incorporator, member,
director, officer, employee, counsel or agent of the Grantor, past, present or
future, either directly or through the Grantor or otherwise, for the payment of
any sum that may be due and unpaid - to Beneficiary under this Deed of Trust,
the Note, or any other instrument evidencing Qr securing the indebtedness
secured by this Deed of Trust (collectively, the "Loan Documents"). Any and all
personal liability of every nature, whether at common law or in equity, or by
statute, constitution, or otherwise, of the Grantor or any such incorporator,
member, director, officer, or counsel of the Grantor, as such, to respond by
reason of any act or omission on his or her part, or otherwise, for, directly or
indirectly, the payment or performance under any Loan Documents, is hereby
expressly waived and released as a condition of, and in consideration for, the
execution of the Loan Documents by the Grantor.

     IN WITNESS WHEREOF, Grantor has executed this Deed of Trust, or has caused
this Deed of Trust to be executed, as of the day and year first above written.

                                             THE INDUSTRIAL DEVELOPMENT BOARD OF
                                             THE CITY OF HUMBOLDT, TENNESSEE

                                             BY:
                                             ROBERT J. ROOKE, Chairman

ATTEST:

JIM BLANKENSHIP, Secretary



STATE OF TENNESSEE

COUNTY OF GIBSON

     Before me, G. Griffin Boyte, a Notary Public in and for the State and
County aforesaid, personally appeared Robert J. Rooke and Jim Blankenship, with
whom I am personally acquainted, and who, upon oath, acknowledged themselves to
be Chairman and Secretary, respectively, of THE INDUSTRIAL DEVELOPMENT BOARD OF
THE CITY OF HUMBOLDT, TENNESSEE, the within named bargainor, a corporation, and
that they, being-authorized so to do, acknowledged that they executed the
foregoing instrument for the purposes therein contained, by signing the name of
the corporation by themselves, as such Chairman and Secretary, respectively.

     Witness my hand and seal, at office, on this the 13th day of December,
2000.


                                             NOTARY PUBLIC


My Commission Expires:
9-20-03
<PAGE>

                                                                     EXHIBIT "A"

                           PROPERTY DESCRIPTION FOR
                         AMERICAN WOODMARK CORPORATION
                              HUMBOLDT, TENNESSEE

BEING part of a larger tract of land belonging to the City of Humboldt,
Tennessee, as recorded in Deed Book 289, page 775 in the Register's Office of
Gibson County, Tennessee, which property is lying and being situate in the Third
(3rd) Civil District of Gibson County, Tennessee, within the corporate limits of
the City of Humboldt, and being more particularly described as follows, to-wit:

BEGINNING at an iron pin set at the Northwest corner of State of Tennessee
property and the East line of Reasons Family Limited Partnership; thence with
the North line of Reasons Family Limited Partnership, North 60 degrees 25
minutes 00 seconds West 46.25 feet to an iron pin set at the westernmost
Southwest comer of the herein described tract; thence on new lines through and
with an iron pin set at the end of each, the following calls: North 00 degrees
55 minutes 59 seconds West 662.97 feet; South 89 degrees 37 minutes 00 seconds
East 1582.59 feet; South 00 degrees 23 minutes 00 seconds West 595.02 feet to an
iron pin found in the State of Tennessee property; thence with lines of State of
Tennessee the following calls: South 43 degrees 19 minutes 07 seconds West
150.00 feet to an iron pin found; North 88 degrees 50 minutes 00 seconds West
1424.93 feet to the point of beginning, and containing 25.00 acres.

BEING that same property conveyed to The Industrial Development Board of the
City of Humboldt, Tennessee, by The City of Humboldt, Tennessee, by Deed dated
March 28, 2000, and being of record in Official Record Book Volume 606, page 81
in the Register's Office of Gibson County, Tennessee.


                                                                     EXHIBIT "B"
<PAGE>

AMERICAN WOODMARK CORPORATION
Industrial Development Lease Agreement
Asset Listing
December 15, 2000

Real Estate
      BUILDING 218500 SQ. FT.

Total Real Estate
      IMA EI]GEBANDER                             13318
      FRIULMAC IDRAMAT E BORING MACHINE           2890
      TORGEGGE DET TENONOR                        47
      CREATIVE CONVEYOR 19 SECTIONS 30 FT         11009
      CREATIVE LOAD TRANSFER INFEED               11008
      CREATIVE LOAD TRANSFER OUTFEED              11008
      SCHELLING AS-SAW                            154077
      SCHELLING FL CROSS CUT SAW                  211222
      DELMAR UP LINE                              29000
      IMA POINT TO POINT                          20337
      IMA POINT TO POINT                          20338
      BIESSE POLYMAC S 89 EDGEBANDER              94008
      BIESSE POLYMAC SP 90 HAND TRIMMER           94009
      ORLON PKG WRAPPER (3)                       2000-0510480
      SIGNODE BANDER (3)                          9938
      A FRAME HOIST/CRANE/TROLLY SET DET
      CATWALKS AND STACKER STAND (3)
      DET A FRAME ROLLING RACKS (3)
      BUCKLEY APPLICATOR CORES (20)
      BUCKLEY APPLICATOR ROLL W/EPDM (2)
      BUCKLEY BASECOAT #1 UC31B                   579
      BUCKLEY BASECOAT #2 DC33B (2)               583
      BUCKLEY METERING ROLLS CHROME (3)
      BUCKLEY PRINTER OFFSET ROLL CORES
      BUCKLEY REVERSE ROLL CORE (1)
      BUCKLEY REVERSE ROLL W/EPDM (1)
      BUCKLEY TIECOAT #1 DC33B (2)                584
      BUCKLEY TIECOAT #2 UC31B (2)                578
      BUCKLEY TRIPLE HEAD PRINTER P6G3 (2)        588
      BUCKLEY UV FILL MACHINE #1 PR32B (2)        580
      CERAMCO CERAMIC REVERSE ROLLS (3)
      CREATIVE PRINT LINE MATERIAL
      CREATIVE FEEDER                             10990600
      CREATIVE STACKER A BIN                      10993600
      CREATIVE STACKER B B1N                      10994600
<PAGE>

AMERICAN WOODMARK CORPORATION
Industrial Development Lease Agreement
Asset Listing
December 15, 2000

     CREATIVE BUNDLE TURNOVER                            10996600
     JANTEC PTM 18678-90 BELT CURVE (2)                  3104-1
     JANTEC TV FR 10X78 STRAIGHT BELT                    3104-3
     FUSION DRS510 UV OVEN (2)                           SC61252DRS3
     FUSION DRS520 UV OVEN                               SC61252DRS2
     FUSION DRS530 UV OVEN                               SC1252DRS1
     FUSION DUCTWORK (GARDNER)
     HESSEMAN SINGLE HEAD SANDER LSM8                    200004291
     HESSEMAN TRIPLE HEAD SANDER LSM8                    200004292
     HIS 1/2 TON HOIST/CRANE/TROLLY SET (7)              618-1
     KOCH 20' PREHEAT OVEN #1-PH107-C (2)                9105011
     KOCH 20' DRYING OVEN #1 - PH208T-41 (2)             9105013
     KOCH 30' DRYING OVEN #3 - BC1O8-T (2)               9105015
     KOCH 10' DRYING OVEN #5 - PD106C-4                  9105017
     PRINT CYLINDER STORAGE STAND
     PRINTLINE INSPECTOR STAND
     CIRCULAR WATER FOUNTAIN 54"
     CONVECTION OVEN
     CHERRY CYLINDER SETS (2)                            47745-56
     OAK CYLINDER SET (2)                                47757-62
     HICKORY CYLINDER SET (2)                            47763-68
     DRUM COVERS (8) PSI-123 BW1 55 GA
     DRUM COVERS (7) PSI-123 L 55 GA
     DRUM COVERS (11) PSI-123 HYD 55 GA
     HYDRALIC AGITATING SYSTEM FOR PAINT
     CARTS FOR 55 GA DRUMS (23)
     RACK FOR TOTE TANKS
     HONEYWELL ALARM SYSTEM
     CRESSWOOD GRINDER                                   1350200
     CRESSWOOD MANUAL MAGNETIC
     INGERSOLL-RAND DRX1OOO AIR DRYER                    00CDXRA1577
     INGERSOLL-RAND EP125 COMPRESSOR                     F37334U00091
     INGERSOLL-RAND 680 GALLON TANK
     THERMA TP54 OIL/WATER SEPERATOR                     914S1-01
     DUST COLLECTION SYSTEM 3 TRUNK
     EMPLOYEE PAVILION
     SCRAP CONVEYOR SYSTEM 210'X 24" BELT
     CHIP REMOVAL CONVEY/SCREW/CANOPY
     TEREX MODEL TS26 PERSONNEL LIFT
     TEREX MODEL TS20 PERSONNEL LIFT
     TENNANT SWEEPER MODEL 3640
     TOYATO 10000 LB FORKLIFT (2)
<PAGE>

AMERICAN WOODMARK CORPORATION
Industrial Development Lease Agreement
Asset Listing
December 15, 2000

     TOYATO 5000 LB FORKLIFT (2)
     TOYATO 5000 LB FORKLIFT PNEUMATICS
     CAPACITY 1989 YARD TRACTOR                        5688
     VOLLMER BLADE SHARPNER                            3403
     VOLLMER BLADE SHARPNER                            3400
     AMERICAN SCISSOR LIFT 24X48 (8)
     AMERICAN SCISSOR LIFT 24X66 (6)
     AMERICAN SCISSOR LIFT 24X72 (6)
     AMERICAN SCISSOR LIFT 48X96 (2)
     HYTROL 47" X 780' CONVEYOR 3" SPACING
     HYTROL 37" X 660' CONVEYOR 3" SPACING
     NORTELL PHONE AND PAGING SYSTEM
     COMPUTER WIRING AND HUB SYSTEM
     EMPLOYEE & TRAILER PARKING
     CREATIVE 20'X 50' PRESTAGE LOAD                   11000
     CREATIVE 10'X 50' LOAD TO FEED                    11000
     CREATIVE SERIES 2000 FEEDER                       SF321
     CREATIVE DET INFEED CONVEYOR                      CV321
     CREATIVE DET TO EB CONVEYOR 22'X 7'               11001
     CREATIVE NOTCHING SAW                             11004
     CREATIVE NOTCH TO SPLITTER                        11005
     CREATIVE STACKING SYSTEM                          11006
     CREATIVE ELECTRICAL SYSTEM                        11007
     TORWEGGE H632 DET FOR RETURN LINE                 46
     NOTTMEYER RETURN LINE DRILL                       21037
     IMA COMPACT U3212 SS EDGEBANDER                   6620
     COMBIMA RETURN LINE EDGE BANDER                   13319
     IMA SPLITTER                                      12089
     M. CONTI MEASURING TABLE                          50400
     BIESSE POLYMAC F39 HAND DRILL                     71449
     OFFICE FURNITURE GROUP
     STORAGE CABINETS & SHELVING
     RICOH COPIER/FAX COMBINATION                      A7690810849
     COMPUTER HUB, ADTRAN, PTCH PNLS &
     MAINT PARTS ROOM RACKING
     TRANSFER CARTS (5)
     FINZER ROLLERS (36)
     DUST COLLECTOR CONCRETE PAD
     LANDSCAPING FRONT OFFICE AREA
     LYNX INDICATOR W/BENCH SCALE
     TABLES & SHOWER STATION
     12" Bench Grinder
<PAGE>

AMERICAN WOODMARK CORPORATION
Industrial Development Lease Agreement
Asset Listing
December 15, 2000

     Vertical Bank Saw
     Horizontal Sand Saw
     Rigid #300
     Drill Press
     Horizontal Milling Machine
     Table Feed Boring Kit
     Jet Lathe
     Acurite Digital Readout
     Bobcat Welder
     Dialarc 250 AC/DC Welder
     Intoxllizer
     Dake 25 Ton Hydraulic Press
     Toyota Standup Electric Paintroom Lift
     PMC Maintenance Software
     Control Corp. PLC Software
     Kronos Software
     Kitchenette
     Fire Extingushers
     Flagpole and Walkway
     Lawn Tractor
     CTD Notcher
     Altendorf Table Saw
     Ingersoll Rand 10HP Compressor
     Kronos 480F Terminal

     AND ANY AND ALL OTHER EQUIPMENT, FURNISHINGS, AND FURNITURE LOCATED IN THE
     LESSEE'S PLANT IN HUMBOLDT, TENNESSEE
<PAGE>

This Document Prepared By:

Warmath and Boyte
P. O. Box 406
Humboldt, TN 38343-0406

                         ASSIGNMENT OF RENTS AND LEASE

     THIS ASSIGNMENT OF RENTS AND LEASE ("Assignment") entered into as of the
15th day of December, 2000, by and between THE INDUSTRIAL DEVELOPMENT BOARD OF
THE CITY OF HUMBOLDT, TENNESSEE, a public not-for-profit corporation organized
and existing under the laws of the State of Tennessee ("Assignor"). and AMERICAN
WOODMARK CORPORATION, a corporation organized and existing under the laws of the
State of Virginia ("Assignee"):

                                  WITNESSETH

     FOR AND IN CONSIDERATION of Ten Dollars ($10.00), cash in hand paid, and
other good and valuable considerations, the receipt and sufficiency of which are
hereby acknowledged, the Assignor hereby agrees with Assignee as follows:

     1.  Assignment; No Merger of Title. Assignor hereby conveys, transfers and
assigns unto Assignee, its successors and assigns, Assignor's rights, interests
and privileges (excluding Assignor's title to the Property, as defined herein,
and Assignor's rights to indemnification pursuant to the Lease, as defined
herein) which Assignor has and may have as Lessor under that certain Master
Industrial Development Lease Agreement of even date herewith ("Lease") between
Assignor, as Lessor, and Assignee, as Lessee, pursuant to which Assignee has
leased from Assignor the improved real property described in Exhibit "A",
attached hereto, and made a part hereof by reference ("Property"), as the Lease
may have been or may from time to time be hereafter modified, extended and
renewed, together with all rents, income, profits and proceeds due or to become
due therefrom. Assignor and Assignee acknowledge and agree that Assignor does
not assign its fee simple title to the Property pursuant to this Assignment and
that this Assignment shall not create or effect a merger of title by virtue of
which merger fee simple title to the Property would vest in Assignee.

     2.  Additional Security. This Assignment is made as additional security for
the payment of the indebtedness evidenced by: (i) that certain non-recourse
$20,366,888.20 principal amount Industrial Development Revenue Note (American
Woodmark Project) Series 2000-1, of even date herewith, issued by Assignor, as
Maker, payable to Assignee, and any extension, modification and/or renewal
thereof (all of which are herein sometimes individually and collectively
referred to as the "Note"), said indebtedness being also secured, inter alia;
(ii) a Deed of Trust and Security Agreement, of even date herewith, executed by
Asssignor, as Grantor, to American Woodmark Corporation, Trustee, for the
benefit of Assignee ("Deed of Trust"); and (iii) a Security Agreement, of even
date herewith, executed by Assignor in favor of Assignee ("Security Agreement").
The net proceeds collected by the Assignee under the terms of this instrument
shall be applied in reduction of the entire indebtedness from time to time
outstanding under the Note and secured by the Deed of Trust and Security
Agreement. The acceptance of this Assignment and the collection of rents or the
payments under the Lease shall not constitute a waiver of any rights of the
Assignee under the terms of the Note, Deed of Trust or Security Agreement.
<PAGE>

     3.  Assignor's Warranties and Covenants Regarding Lease. Assignor covenants
and represents that Assignor has full right and title to assign the Lease and
the rents, income and profits due or to become due thereunder; that as of the
date hereof the Lease has not been amended; that no other assignment of any
interest therein has been made; and that there are no existing defaults by
Assignor as Lessor under the provisions of the Lease.

     4.  Assignor's Collection of Rent. It is understood and agreed by the
parties that, although this Assignment is intended to be and is an absolute
assignment from Assignor to Assignee, and not merely the passing of a security
interest, before the occurrence of an Event of Default (hereinafter defined),
Assignor shall have a revocable license to collect the rents, income and profits
from the Lease, and any other awards or payments hereby assigned, and to retain,
use and enjoy the same; provided, however, that at no time shall any rent which
is not due and payable under the terms of the Lease be collected or accepted
without the prior written consent of the Assignee.

     5.  Events of Default. An Event of Default ("Event of Default") shall be
deemed to have occurred hereunder:

         (a)  Upon the occurrence of a default or an Event of Default pursuant
to the provision of this Assignment, the Note, the Deed of Trust, the Security
Agreement or a default by the Assignor regarding its obligations under the Lease
or upon the occurrence of any other Event of Default, as defined in any other
instrument or document which now or hereafter secures the indebtedness evidenced
by the Note; or

         (b)  If any warranty or representation made by the Assignor herein
shall be breached or shall prove to have been false or materially misleading
when made.

     6.  Remedies Upon Default. Upon the occurrence of an Event of Default, the
license heretofore granted by the Assignee to the Assignor shall, at the
absolute option of the assignee, be immediately revoked, and Assignee may, at
its option, take possession of all security and rental deposits held by
Assignor, enter and take possession of the Property, and manage and operate the
same, collect all or any rents accruing therefrom and from the leases, let or
re-let the Property or any part thereof, cancel and modify leases, evict
tenants, bring or defend any suits in connection with the possession of the
Property in its own name or Assignor's name, make such repairs as Assignee deems
appropriate, and perform such other acts in connection with the management and
operation of the Property as Assignee, in its discretion, may deem proper.
Assignee may, at its election, employ agents and independent contractors in
connection with the exercise of Assignee's rights hereunder. The net proceeds
collected by Assignee under the terms of this instrument shall be applied in
reduction of the entire indebtedness from time to time outstanding and secured
by the Deed of Trust and Security Agreement. The receipt by Assignee of any
rents, issues or profits pursuant to this instrument, whether before or after
the institution of foreclosure proceedings under the Deed of Trust, shall not
sure such default nor affect such proceedings or any sale pursuant thereto.

     7.  Assignee Not Obligated. Assignee shall not be obligated to perform or
discharge any obligation or duty to be performed or discharged by Assignor under
the Lease.
<PAGE>

     8.  Termination of Assignment. The full performance by the Assignor of all
the terms and conditions contained in the Note the Deed of Trust and the
Security Agreement and in any other instrument or document also securing the
Note, and the duly recorded release or reconveyance of the Property shall
automatically render this Assignment void.

     9.  Miscellaneous.

     (a) This Assignment applies to and binds the parties hereto, and their
respective heirs, administrators, executors, successors and assigns, as well as
any subsequent owner of the Property, and any assignee of the Note, Deed of
Trust and Security Agreement.

     (b) The captions or heading of the Sections of this Assignment are inserted
merely for convenience of reference and shall not be deemed to limit or modify
the terms and provisions hereof.

     IN WITNESS WHEREOF, the Assignor has executed and delivered (or caused the
execution and delivery hereof by its duly authorized officers) this Assignment
as of the date first above written.

                                        THE INDUSTRIAL DEVELOPMENT BOARD
                                        OF THE CITY OF HUMBOLDT, TENNESSEE

                                        BY:
                                        ROBERT J. ROOKE, CHAIRMAN

ATTEST:

JIM BLANKENSHIP, SECRETARY
<PAGE>

STATE OF TENNESSEE

COUNTY OF GIBSON

     Before me, G. Griffin Boyte, a Notary Public in and for the State
aforesaid, personally appeared Robert J. Rooke and Jim Blankenship, with whom I
am personally acquainted, and who, upon oath, acknowledged themselves to be
Chairman and Secretary, respectively, of THE INDUSTRIAL DEVELOPMENT BOARD OF THE
CITY OF HUMBOLDT, TENNESSEE, a corporation, the within named bargainor, and that
they, being duly authorized so to do, executed the foregoing instrument for the
purposes therein contained by signing the name of the corporation by themselves,
as such Chairman and Secretary, respectively.

     Witness my hand and seal, at office, on this 13th day of December, 2000.


                                                  NOTARY PUBLIC

MY COMMISSION EXPIRES:
9-30-03
<PAGE>

                                                                     EXHIBIT "A"

                           PROPERTY DESCRIPTION FOR
                         AMERICAN WOODMARK CORPORATION
                              HUMBOLDT, TENNESSEE

BEING part of a larger tract of land belonging to the City of Humboldt,
Tennessee, as recorded in Deed Book 289, page 775 in the Register's Office of
Gibson County, Tennessee, which property is lying and being situate in the Third
(3rd) Civil District of Gibson County, Tennessee, within the corporate limits of
the City of Humboldt, and being more particularly described as follows, to-wit:

BEGINNING at an iron pin set at the Northwest corner of State of Tennessee
property and the East line of Reasons Family Limited Partnership; thence with
the North line of Reasons Family Limited Partnership, North 60 degrees 25
minutes 00 seconds West 46.25 feet to an iron pin set at the westernmost
Southwest corner of the herein described tract; thence on new lines through and
with an iron pin set at the end of each, the following calls: North 00 degrees
55 minutes 59 seconds West 662.97 feet; South 89 degrees 37 minutes 00 seconds
East 1582.59 feet; South 00 degrees 23 minutes 00 seconds West 595.02 feet to an
iron pin found in the State of Tennessee property; thence with lines of State of
Tennessee the following calls: South 43 degrees 19 minutes 07 seconds West
150.00 feet to an iron pin found; North 88 degrees 50 minutes 00 seconds West
1424.93 feet to the point of beginning, and containing 25.00 acres.

BEING that same property conveyed to The Industrial Development Board of the
City of Humboldt, Tennessee, by The City of Humboldt, Tennessee, by Deed dated
March 28, 2000, and being of record in Official Record Book Volume 606, page 81
in the Register's Office of Gibson County, Tennessee.
<PAGE>

                                                                     EXHIBIT "B"
AMERICAN WOODMARK CORPORATION
Industrial Development Lease Agreement
Asset Listing
December 15, 2000

Real Estate
       BUILDING 218500 SQ. FT.

Total Real Estate

Personal Property
   IMA EDGEBANDER                             13318
   FRIULMAC IDRAMAT E BORING MACHINE          2890
   TORGEGGE DET TENONOR                       47
   CREATIVE CONVEYOR 19 SECTIONS 30FT         11009
   CREATIVE LOAD TRANSFER INFEED              11008
   CREATIVE LOAD TRANSFER OUTFEED             11008
   SCHELLING AS-SAW                           154077
   SHELLING FL CROSS CUT SAW                  211222
   DELMAR UP LINE                             29000
   IMA POINT TO POINT                         20337
   IMA POINT TO POINT                         20338
   BIESSE POLYMAC S 89 EDGEBANDER             94008
   BIESSE POLYMAC SP 9O HAND TRIMMER          94009
   ORLON PKG WRAPPER (3)                      2000-0510480
   SIGNODE BANDER (3)                         9938
   A FRAME HOIST/CRANE/TROLLY SET DET
   CATWALKS AND STACKER STAND (3)
   DET A FRAME ROLLING RACKS (3)
   BUCKLEY APPLICATOR CORES (20)
   BUCKLEY APPOLICATOR ROLL W/EPDM (2)
   BUCKLEY BASECOAT #1 UC31B                  579
   BUCKLEY BASECOAT #2 DC33B (2)              583
   BUCKLEY METERING ROLLS CHROME (3)
   BUCKLEY PRINTER OFFSET ROLL CORES
   BUCKLEY REVERSE ROLL CORE (l)
   BUCKLEY REVERSE ROLL W/EPDM (1)
   BUCKLEY TIECOAT #1 DC33B (2)               584
   BUCKLEY TIECOAT #2 UC31B (2)               578
   BUCKLEY TRIPLE HEAD PRINTER P6G3 (2)       586
   BUCKLEY UV FILL MACHINE #1 PR32B (2)       580
   CERAMCO CERAMIC REVERSE ROLLS (3)
   CREATIVE PRINT LINE MATERIAL
   CREATIVE FEEDER                            10990600
   CREATIVE STACKER A BIN                     10993600
   CREATIVE STACKER B BIN                     10994600


AMERICAN WOODMARK CORPORATION
Industrial Development Lease Agreement
Asset Listing
December 15, 2000

   CREATIVE BUNDLE TURNOVER                   10996600
   JANTEC PTM 18678-90 BELT CURVE (2)         3104-1
   JANTEC TV FR 10X78 STRAIGHT BELT           3104-3
   FUSION DRS510 UV OVEN (2)                  SC61252DRS3
   FUSION DRS520 UV OVEN                      SC61252DRS2
   FUSION DRS530 UV OVEN                      SC1252DRS1
   FUSION DUCTWORK (GARDNER)
<PAGE>

   HESSEMAN SINGLE HEAD SANDER LSM8           200004291
   HESSEMAN TRIPLE HEAD SANDER LSM8           200004292
   HIS 1/2 TON HOIST/CRANE/TROLLY SET (7)     618-1
   KOCH 20' PREHEAT OVEN #1-PH107-C (2)       910501l
   KOCH 20' DRYING OVEN #l - PH2O8T-41 (2)    9105013
   KOCH 30' DRYING OVEN #3 - BC108-T (2)      9105015
   KOCH l0' DRYING OVEN #5 - PD106C-4         9105017
   PRINT CYLINDER STORAGE STAND
   PRINTLINE INSPECTOR STAND
   CIRCULAR WATER FOUNTAIN 54"
   CONVECTION OVEN
   CHERRY CYLINDER SETS (2)                   47745-56
   OAK CYLINDER SET (2)                       47757-62
   HICKORY CYLINDER SET (2)                   47763-68
   DRUM COVERS (8) PSI-123 BW1 55 GA
   DRUM COVERS (7) PSI-123 L 55 GA
   DRUM COVERS (11) PSI-123 HYD 55 GA
   HYDRALIC AGITATING SYSTEM FOR PAINT
   CARTS FOR 55 GA DRUMS {23)
   RACK FOR TOTE TANKS
   HONEYWELL ALARM SYSTEM
   CRESSWOOD GRINDER                          1350200
   CRESSWOOD MANUAL MAGNETIC
   INGERSOLL-RAND DRX1000 AIR DRYER           OOCDXRA1577
   INGERSOLL-RAND EP125 COMPRESSOR            F37334U00091
   INGERSOLL-RAND 660 GALLON TANK
   THERMA TP54 OIL/WATER SEPERATOR            914S1-01
   DUST COLLECTION SYSTEM 3 TRUNK
   EMPLOYEE PAVILION
   SCRAP CONVEYOR SYSTEM 210'X 24" BELT
   CHIP REMOVAL CONVEY/SCREW/CANOPY
   TEREX MODEL TS26 PERSONNEL LIFT
   TEREX MODEL TS20 PERSONNEL LIFT
   TENNANT SWEEPER MODEL 3640
   TOYATO 10000 LB FORKLIFT (2)
<PAGE>

AMERICAN WOODMARK CORPORATION
Industrial Development Lease Agreement
Asset Listing
December t5, 2000

   TOYATO 5000 LB FORKLIFT (2)
   TOYATO 5000 LB FORKLIFT PNEUMATICS
   CAPACITY 1989 YARD TRACTOR                 5688
   VOLLMER BLADE SHARPNER                     3403
   VOLLMER BLADE SHARPNER                     3400
   AMERICAN SCISSOR LIFT 24X48 (8)
   AMERICAN SCISSOR LIFT 24X66 (6)
   AMERICAN SCISSOR LIFT 24X72 (6)
   AMERICAN SCISSOR LIFT 48X96 (2)
   HYTROL 47" X 780' CONVEYOR 3" SPACING
   HYTROL 37" X 660' CONVEYOR 3" SPACING
   NORTELL PHONE AND PAGING SYSTEM
   COMPUTER WIRING AND HUB SYSTEM
   EMPLOYEE & TRAILER PARKING
   CREATIVE 20'X 50' PRESTAGE LOAD            11000
   CREATIVE l0'X 50' LOAD TO FEED             11000
   CREATIVE SERIES 2000 FEEDER                SF321
   CREATIVE DET INFEED CONVEYOR               CV321
   CREATIVE DET TO EB CONVEYOR 22'X 7'        11001
   CREATIVE NOTCHING SAW                      11004
   CREATIVE NOTCH TO SPLITTER                 11005
   CREATIVE STACKING SYSTEM                   11006
   CREATIVE ELECTRICAL SYSTEM                 11007
   TORWEGGE H632 DET FOR RETURN LINE          46
   NOTTMEYER RETURN LINE DRILL                21037
   IMA COMPACT U3212 SS EDGEBANDER            6620
   COMBIMA RETURN LINE EDGE BANDER            13319
   IMA SPLITTER                               12089
   M. CONTI MEASURING TABLE                   50400
   BIESSE POLYMAC F39 HAND DRILL              71449
   OFFICE FURNITURE GROUP
   STORAGE CABINETS & SHELVING
   RICOH COPIER/FAX COMBINATION               A7690810849
   COMPUTER HUB, ADTRAN, PTCN PNLS &
   MAINT PARTS ROOM RACKING
   TRANSFER CARTS (5)
   FINZER ROLLERS (36)
   DUST COLLECTOR CONCRETE PAD
   LANDSCAPING FRONT OFFICE AREA
   LYNX INDICATOR W/BENCH SCALE
   TABLES & SHOWER STATION
   12" Bench Grinder


AMERICAN WOODMARK CORPORATION
Industrial Development Lease Agreement
Asset Listing
December 15, 2000


      Vertical Band Saw
      Horizontal Band Saw
      Rigid #300
      Drill Press
      Horizontal Milling Machine
<PAGE>

      Table Feed Boring Kit
      Jet Lathe
      Acurite Digital Readout
      Bobcat Welder
      Dialarc 250 AC/DC Welder
      Intoxilizer
      Dake 25 Ton Hydraulic Press
      Toyota Standup Electric Paintroom Lift
      PMC Maintenance Software
      Control Corp. PLC Software
      Kronos Software
      Kitchenette
      Fire Extingushers
      Flagpole and Walkway
      Lawn Tractor
      CTD Notcher
      Altendoff Table Saw
      Ingersoll Rand 10HP Compressor
      Kronos 480F Terminal

      AND ANY AND ALL OTHER EQUIPMENT, FURNISHINGS, AND FURNITURE
      LOCATED IN THE LESSEE'S PLANT IN HUMBOLDT, TENNESSEE
<PAGE>

                                            THIS SPACE FOR USE OF FILING OFFICER

FINANCING STATEMENT -- FOLLOW INSTRUCTIONS CAREFULLY
This Financing Statement is presented for filing pursuant
to the Uniform Commercial Code and will remain effective,
with certain exceptions, for 5 years from date of filing.

A. NAME & TEL. # OF CONTACT AT FILER {optional)

B. FILING OFFICE ACCT. # {optional)

C. RETURN COPY TO: (Name and Mailing Address)

            American Woodmark Corporation
            3102 Shawnee Drive
            Winchester, VA  22601

D. OPTIONAL DESIGNATION (if applicable): ____LESSOR/LESSEE
                                         ____CONSIGNOR/CONSIGNEE
                                         ____NON-UCC FILING

1. DEBTOR'S EXACT FULL LEGAL NAME - Insert only one debtor name (1a or 1b)

   1a.  ENTITY'S NAME

or/    The Industrial Development Board of the City of Humboldt,
       Tennessee

   1b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX

1c. MAILING ADDRESS            CITY            STATE  COUNTRY      POSTAL CODE
    1200 Main Street           Humboldt        TN     USA          38343

1d. S.S. OR TAX ID#           OPTIONAL ADD'NL INFO RE-ENTITY DEBTOR

1e. TYPE OF ENTITY

1f. ENTITY'S STATE OR COUNTRY OF ORGANIZATION

1g. ENTITY'S ORGANIZATIONAL I.D.#, if any


2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - Insert only one debtor name (2a
   or 2b)

   2a. ENTITY'S NAME

or/
   2b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX

2c. MAILING ADDRESS            CITY            STATE  COUNTRY      POSTAL CODE

2d. S.S. OR TAX ID#           OPTIONAL ADD'NL INFO RE-ENTITY DEBTOR

2e. TYPE OF ENTITY

2f. ENTITY'S STATE OR COUNTRY OF ORGANIZATION
<PAGE>

2g. ENTITY'S ORGANIZATIONAL I.D.#, if any


3. SECURED PARTY'S (ORIGINAL S/P OR ITS TOTAL ASSIGNEE) EXACT FULL LEGAL NAME -
   Insert only one secured party name (3a or 3b)

   3a. ENTITY'S NAME

or/  American Woodmark Corporation

   3b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX

3c.  MAILING ADDRESS               CITY            STATE  COUNTRY   POSTAL CODE
    3102 Shawanee Drive      Winchester     VA     USA         22601

4. This FINANCING STATEMENT covers the following types or items of property:

       See Exhibit "A" attached hereto.


MAXIMUM PRINCIPAL INDEBTEDNESS FOR TENNESSEE RECORDING TAX PURPOSE IS Non-
  Taxable

5. CHECK    This FINANCING STATEMENT is signed by the Secured Party instead of
   BOX      the Debtor to perfect a security interest (a) in collateral already
   (if      subject to a security interest in another jurisdiction when it was
   appl)    brought into this state, or when the debtor's location was changed
            to this state, or (b) in accordance with other statutory provisions
            (additional data may be required)

6. REQUIRED SIGNATURE(S) The Industrial Development Board of the City of
                            Humboldt, Tennessee

                            BY:  Jim Blankenship

7. If filed in Florida (check one)

   ____Documentary stamp tax paid
   ____Documentary Stamp tax not applicable

8.   ____ This FINANCING STATEMENT is to be filed (for record) (or recorded) in
          the REAL ESTATE RECORDS
          Attach Addendum                     (if applicable)

9. Check to REQUEST SEARCH CERTIFICATE(S) on Debtor(s) (ADDITIONAL FEE)
   (OPTIONAL)  ______All Debtors  _______Debtor 1  ______Debtor 2


(1) FILING OFFICER COPY - NATIONA FINANCING STATEMENT (FORM UCC1) (TRANS) (REV.
    12/18/95)

American Woodmark Corporation
By:
Glenn Eanes, Treasurer
<PAGE>

                                                                 EXHIBIT "A"

AMERICAN WOODMARK CORPORATION
Industrial Development Lease Agreement
Asset Listing
December 15, 2000

Real Estate
         BUILDING 218500 SQ. FT.

            Total Real Estate

Personal Property
     IMA EDGEBANDER                                    13318
     FRIULMAC IDRAMAT E BORING MACHINE                  2890
     TORGEGGE DET TENONOR                                 47
     CREATIVE CONVEYOR 19 SECTIONS 30 FT               11009
     CREATIVE LOAD TRANSFER INFEED                     11008
     CREATIVE LOAD TRANSFER OUTFEED                    11008
     SCHELLING AS-SAW                                 154077
     SCHELLING FL CROSS CUT SAW                       211222
     DELMAR UP LINE                                    29000
     IMA POINT TO POINT                                20337
     IMA POINT TO POINT                                20338
     BIESSE POLYMAC S 89 EDGEBANDER                    94008
     BIESSE POLYMAC SP 90 HAND TRIMMER                 94009
     ORION PKG WRAPPER (3)                      2000-0510480
     SIGNODE BANDER (3)                                 9938
     A FRAME HOIST/CRANE/TROLLY SET DET
     CATWALKS AND STACKER STAND (3)
     DET A FRAME ROLLING RACKS (3)
     BUCKLEY APPLICATOR CORES (20)
     BUCKLEY APPOLICATOR ROLL W/EPDM (2)
     BUCKLEY BASECOAT #1 UC31B                           579
     BUCKLEY BASECOAT #2 DC33B (2)                       583
     BUCKLEY METERING ROLLS CHROME (3)
     BUCKLEY PRINTER OFFSET ROLL CORES
     BUCKLEY REVERSE ROLL CORE (1)
     BUCKLEY REVERSE ROLL W/EPDM (1)
     BUCKLEY TIECOAT #1 DC33B (2)                                  584
     BUCKLEY TIECOAT #2 UC31B (2)                                  578
     BUCKLEY TRIPLE HEAD PRINTER P6G3 (2)                          586
     BUCKLEY UV FILL MACHINE #1 PR32B (2)                          580
     CERAMCO CERAMIC REVERSE ROLLS (3)
     CREATIVE PRINT LINE MATERIAL
     CREATIVE FEEDER                                               10990600
     CREATIVE STACKER A BIN                                        10993600
     CREATIVE STACKER B BIN                                        10994600


AMERICAN WOODMARK CORPORATION
Industrial Development Lease Agreement
Asset Listing
December 15, 2000

     CREATIVE BUNDLE TURNOVER                                      10996600
     JANTEC PTM 18678-90 BELT CURVE (2)                            3104-1
     JANTEC TV FR 10X78 STRAIGHT BELT                              3104-3
     FUSION DRS510 UV OVEN (2)                                     SC61252DRS3
     FUSION DRS520 UV OVEN                                         SC61252DRS2
     FUSION DRS530 UV OVEN                                         SC1252DRS1
<PAGE>

     FUSION DUCTWORK (GARDNER)
     HESSEMAN SINGLE HEAD SANDER LSM8              200004291
     HESSEMAN TRIPLE HEAD SANDER LSM8              200004292
     HIS 1/2 TON HOIST/CRANE/TROLLY SET (7)        618-1
     KOCH 20' PREHEAT OVEN #1-PH107-C (2)          9105011
     KOCH 20' DRYING OVEN #1 - PH208T-41 (2)       9105013
     KOCH 30' DRYING OVEN #3 - BC108-T (2)         9105015
     KOCH 10' DRYING OVEN #5 - PDt06C-4            9105017
     PRINT CYLINDER STORAGE STAND
     PRINTLINE INSPECTOR STAND
     CIRCULAR WATER FOUNTAIN 54"
     CONVECTION OVEN
     CHERRY CYLINDER SETS (2)                      47745-56
     OAK CYLINDER SET (2)                          47757-62
     HICKORY CYLINDER SET (2)                      47763-68
     DRUM COVERS (8) PSI-123 BW1 55 GA
     DRUM COVERS (7) PSI-123 L 55 GA
     DRUM COVERS (11) PSI-123 HYD 55 GA
     HYDRALIC AGITATING SYSTEM FOR PAINT
     CARTS FOR 55 GA DRUMS (23)
     RACK FOR TOTE TANKS
     HONEYWELL ALARM SYSTEM
     CRESSWOOD GRINDER                             1350200
     CRESSWOOD MANUAL MAGNETIC
     INGERSOLL-RAND DRX1000 AIR DRYER              00CDXRA1577
     INGERSOLL-RAND EP125 COMPRESSOR               F37334U00091
     INGERSOLL-RAND 660 GALLON TANK
     THERMA TP54 OIL/WATER SEPERATOR               914S1-01
     DUST COLLECTION SYSTEM 3 TRUNK
     EMPLOYEE PAVILION
     SCRAP CONVEYOR SYSTEM 210'X 24" BELT
     CHIP REMOVAL CONVEY/SCREW/CANOPY
     TEREX MODEL TS26 PERSONNEL LIFT
     TEREX MODEL TS20 PERSONNEL LIFT
     TENNANT SWEEPER MODEL 3640
     TOYATO 10000 LB FORKLIFT (2)


AMERICAN WOODMARK CORPORATION
Industrial Development Lease Agreement
Asset Listing
December 15, 2000

     TOYATO 5000 LB FORKLIFT (2)
     TOYATO 5000 LB FORKLIFT PNEUMATICS
     CAPACITY 1989 YARD TRACTOR                         5688
     VOLLMER BLADE SHARPNER                             3403
     VOLLMER BLADE SHARPNER                             3400
     AMERICAN SCISSOR LIFT 24X46 (8)
     AMERICAN SCISSOR LIFT 24X66 (6)
     AMERICAN SCISSOR LIFT 24X72 (6)
     AMERICAN SCISSOR LIFT 48x96 (2)
     HYTROL 47" X 780' CONVEYOR 3" SPACING
     HYTROL 37" X 660' CONVEYOR 3" SPACING
     NORTELL PHONE AND PAGING SYSTEM
     COMPUTER WIRING AND HUB SYSTEM
     EMPLOYEE & TRAILER PARKING
     CREATIVE 20'X 50' PRESTAGE LOAD                   11000
     CREATIVE 10'X 50' LOAD TO FEED                    11000
     CREATIVE SERIES 2000 FEEDER                       SF321
<PAGE>

     CREATIVE DET INFEED CONVEYOR                   CV321
     CREATIVE DET TO EB CONVEYOR 22'X 7'            11001
     CREATIVE NOTCHING SAW                          11004
     CREATIVE NOTCH TO SPLITTER                     11005
     CREATIVE STACKING SYSTEM                       11006
     CREATIVE ELECTRICAL SYSTEM                     11007
     TORWEGGE H632 DET FOR RETURN LINE              46
     NOTTMEYER RETURN LINE DRILL                    21037
     IMA COMPACT U3212 SS EDGEBANDER                6620
     COMBIMA RETURN LINE EDGE BANDER                13319
     IMA SPLITTER                                   12089
     M. CONTI MEASURING TABLE                       50400
     BIESSE POLYMAC F39 HAND DRILL                  71449
     OFFICE FURNITURE GROUP
     STORAGE CABINETS & SHELVING
     RICOH COPIER/FAX COMBINATION                   A7690810849
     COMPUTER HUB, ADTRAN, PTCH PNLS &
     MAINT PARTS ROOM RACKING
     TRANSFER CARTS (5)
     FINZER ROLLERS (36)
     DUST COLLECTOR CONCRETE PAD
     LANDSCAPING FRONT OFFICE AREA
     LYNX INDICATOR W/BENCH SCALE
     TABLES & SHOWER STATION
     12" Bench Grinder
<PAGE>

AMERICAN WOODMARK CORPORATION
Industrial Development Lease Agreement
Asset Listing
December 15, 2000

      Vertical Band Saw
      Horizontal Band Saw
      Rigid #300
      Drill Press
      Horizontal Milling Machine
      Table Feed Boring Kit
      Jet Lathe
      Acurite Digital Readout
      Bobcat Welder
      Dialarc 250 AC/DC Welder
      Intoxilizer
      Dake 25 Ton Hydraulic Press
      Toyota Standup Electric Paintroom Lift
      PMC Maintenance Software
      Control Corp. PLC Software
      Kronos Software
      Kitchenette
      Fire Extingushers
      Flagpole and Walkway
      Lawn Tractor
      CTD Notcher
      Altendorf Table Saw
      Ingersoll Rand 1OHP Compressor
      Kronos 480F Terminal

      AND ANY AND ALL OTHER EQUIPMENT, FURNISHINGS, AND FURNITURE LOCATED IN THE
      LESSEE'S PLANT IN HUHBOLDT, TENNESSEE