Exhibit 10.2




			
	Textron Financial Corporation		11575 Great Oaks Way
	Subsidiary of Textron Inc.		Suite 210
Alpharetta, Georgia  30022
(770) 360-9600






PROGRAM AGREEMENT 




dated as of May 10, 2004 




Attention:  General Managers 




Ladies and Gentlemen: 



Textron Financial Corporation
(“Textron Financial”) is pleased to propose the following Builder Network
Financing Facility Program (“Program”) to the following entities: 



	  	All American Homes of Colorado, LLC;

All American Homes of Indiana, LLC;
All American Homes of Iowa, LLC;
All American Homes of Kansas, LLC;

All American Homes of North Carolina, LLC;
All American Homes of Ohio, LLC;

All American Homes of Tennessee, LLC;
and Mod-U-Kraf Homes, LLC 






(collectively referred to herein as
“Company”), for its U.S. builders (the “Builders”). The
above listed entities are independent of one another, and are not jointly or severally
liable for the transactions of every other entity. The following Program provides the
terms and conditions under which Textron Financial may be the provider of inventory
financing to the Builders for their acquisition of modular housing inventory
(“Homes”) from the Company. As hereinafter provided, for the term of this
Program Agreement Textron Financial shall be the exclusive provider of inventory financing
to the Builders of the Company for the acquisition of Homes to the extent that the Company
provides interest free periods or other interest or interest rate subventions or
equivalent incentive programs to such Builders. This Program (and any programs
contemplated hereunder) are not committed lines of credit, and all financing shall be
subject to Textron Financial’s credit and documentation requirements. Nothing
contained herein shall limit Textron Financial’s right to provide or decline to
provide inventory financing to Builders, in amounts and upon terms which shall be
determined by Textron Financial, in its sole and absolute discretion, and without notice
to the Company other than as set forth herein. Textron Financial will notify the Company
in writing in the event it declines to provide a line of credit for inventory financing to
any Builder which shall have applied for the same (however, the failure of Textron
Financial to do so shall not affect Textron Financial’s decision not to extend credit
to such Builder and shall not create any liability on the part of Textron Financial to the
Company). The Company’s obligations hereunder will be guaranteed by All American
Homes, LLC (the “Parent”) as provided for in that certain Guaranty Agreement of
even date herewith (the “Guaranty”). 












			
	1.	Definitions	 
	 	 	 
		A.	Homes shall be further sub-defined as follows:
	 	 	 
	 	 	Model Home:   A Home at a permanent location used as a model for sales of Spec Homes;
	 	 	 
	 	 	Spec Home:  A Home at a permanent location available for immediate sale; and
	 	 	 
	 	 	Display Home:  A Home at a commercial sales location temporarily affixed to the land.
	 	 	 
	 	 	References to the term Home herein,  unless  otherwise noted shall refer  collectively to every type of modular floor
                  plan available for financing.
	 	 	 
	 	B.	Invoices  funded by  Textron  Financial  may  consist of  various  types of costs.  There may be more than one of the
                  following types of cost on any one invoice:
	 	 	 
	 	 	(i)   Unit  Cost - the  cost of the  modular  home,  together  with  delivery  and  attachment  of the Home to the
     foundation as evidenced on the invoice from the Company;
	 	 	 
	 	 	(iii)   Soft Cost - the costs  incurred by Builder for the foundation for the Home,  utility  connections,  costs to
     increase curb and sales appeal including,  but not limited to, driveway,  decking,  landscape and furniture,  and the
     costs of labor associated therewith.
	 	 	 
	2.	Program Terms
	 	 	 
	 	2.1	Payments and Funding:
	 	 	 
	 	 	Payments shall be made to the Company for the Unit Cost unless it is a Builder buyout as outlined
     in section  2.6.  Payments shall be made to the Builder, for Soft Costs.  Payments shall be as follows:
	 	 	 
	 	 	 ALL PERCENTAGES ARE LISTED AFTER GIVING EFFECT TO AN INVOICE OR
     ADVANCE DISCOUNT OF 150 BASIS POINTS





					
	 	A.	Model Home:	 	 
	 	 	 	 	 
	 	 	Model Home:	Advance Amount:	 
	 	 	Unit Cost	100%	 
	 	 	Soft Costs	Lesser of actual costs or 50% of (Unit Cost)	 
	 	 	Textron Financial must have a first position, recorded mortgage on all Model Home lots.





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	 	B.	Spec Home:	 	 
	 	 	 	 	 
	 	 	Spec Home:	Advance Amount:	 
	 	 	Unit Cost	100%	 
	 	 	Soft Costs	Lesser of actual costs or 50% of (Unit Cost)	 
	 	 	 	 	 
	 	 	Textron Financial must have a first position, recorded mortgage on all Spec Home lots.




					
	 	C.	Display Home:	 	 
	 	 	 	 	 
	 	 	Display Home:	Advance Amount:	 
	 	 	Unit Cost	100%	 
	 	 	Soft Costs	Lesser of actual costs or 20% of (Unit Cost)	 
	 	 	 	 	 
	 	 	          Textron Financial
     requires that Builders do not allow any liens to be filed on Display Homes while financed
     by Textron Financial Builder must provide Textron Financial with sufficient information to
     enable Textron Financial to complete a fixture filing on Display Home and Display Home location.

	 	 	
	 	 	The parties acknowledge that Soft Costs
     invoices may be bundled; provided, however, that Textron Financial will do no more than three fundings
     on Soft Costs per Home.  Soft Costs invoices may be presented to Textron Financial by Builder and Textron
     Financial will confirm with the presenter that it has reviewed the invoices for reasonableness and
     confirmed that the work has been completed in a satisfactory manner and that the invoices or the costs
     have not been submitted to Textron Financial for payment prior to the current submission.  Textron
     Financial shall require Builder to have all contractor and other workman liens released upon payment.
     Payments shall be made by Textron Financial to the party designated by the presenter; provided, however
     that Textron Financial shall have the right to otherwise direct payment in the event it reasonably
     believes there is need to do so to protect Textron  Financial's financial and collateral interests







			
	 	2.2  Payment to	 
	 	Company	100% of net  Unit Cost (after giving effect to any discounts)
	 	 	 
	 	2.3  Interest Rate and	 
	 	Payments:	(A)   Free Flooring Period:  A loan by Textron
     Financial to a Builder under an inventory line of credit to finance the acquisition of a Home by such
     Builder from the Company, shall be interest free to such Builder for a period not to exceed 90 days (the
     "Free Flooring Period") to be designated by the Company.  In lieu of interest being paid to Textron
     Financial  during the Free Flooring Period, Company agrees that Textron Financial shall discount each
     Invoice paid by 150 basis points.  In the event the Prime Rate (as defined below) shall exceed






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	 	 	5.5%,  then the discount
     on each Invoice purchased or advance of Unit Cost, or Soft Cost thereafter, and while the Prime
     Rate is in excess of 5.5% shall be increased  by 6.25 basis points for every .25% increase in the
     Prime Rate over 5.5%.  Unless otherwise agreed in writing by Textron Financial and the Company,
     interest shall be payable by the Builder monthly, in arrears, and shall be due and payable by the
     fifteenth (15th) day of the month following the month in which such interest accrues.

	 	 	 
	 	 	 In the event the Company notifies Textron Financial
     that a home has not been set up by the Builder to the agreed upon specifications of the Company, the Company
     shall have the right to notify Textron Financial within 120 days from the original invoice date that they will
     not subsidize the first 90 days of interest.  Textron Financial will then be responsible for collecting
     interest for that time period from the Builder and will refund the above referenced discount to the Company.

	 	 	 
	 	 	During the term of this Program
     Agreement the Company agrees to provide free flooring  periods to Builders only with respect to Homes
     financed under lines of credit extended by Textron Financial and agrees not to provide (or permit any of
     its affiliates to provide) any interest free periods or other interest or interest rate subventions or
     equivalent incentive programs for any Builder in connection with such Builder's obtaining financing for
     Companies Modular Housing from sources other than Textron Financial.

	 	 	 
	 	 	(B)   Builder Rate:  
     Each  Builder will pay interest to Textron Financial from the date any respective invoice or reimbursement
     of costs is paid by Textron Financial ("Invoice Purchase Date") in accordance with the agreements between
     such Builder and Textron  Financial at a basic rate of interest as follows:








				
				
	 	Interest Rate from:
Invoice Purchase	 	 
	 	Date:	Free flooring period	Day 1 - 90
	 	 	Prime Rate	Day 91 - 360
	 	 	Prime + .50%	Day 361 - 720
	 	 	Prime + 1.00%	Day 721 - 1080
	 	 	Minimum Prime 5.5%	 
	 	 	 	 
	 	Documentation Fee:	Generally,
     one time upfront fee of $500 per Home, although Textron reserves the right to increase the fee
     dependent upon state jurisdiction and costs of document filing.

	 	 	 	 
	 	Curtailments/	 	 
	 	Maturity:	Based
     on original invoice date.  Curtailments will be 1% per month starting day 361 and monthly
     thereafter until day 1051.  Homes will be due in full day 1081.
	 
	 	 	 	 



			
	 	 	Note that
     the above Builder Rates, Documentation Fees and Curtailments assume minimum outstandings
     to  Textron Financial at the end of year one of this program of $25,000,000.  In the event
     outstandings at that time do not meet or





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	 	 	exceed
     $25,000,000, the parties agree to discuss alternative rate structures.  At maturity of any loan
     in respect of a Home and irrespective of its credit limit, each Builder will pay a maturity rate of
     interest on such loan in  accordance with the agreements between such Builder and Textron Financial,
     which shall be [Prime + 4.00%].  A default rate of interest may be as provided in the agreements
     between each Builder and Textron Financial and shall be instituted upon defaults of a Builderfor such
     actions which shall include but not be limited to non-payment of sold and unpaid and non-payment after
     demand of matured inventory.  Unless otherwise agreed in writing by Textron Financial, interest shall
     be payable by each Builder monthly, in arrears, and shall be due and payable by the fifteenth (15th)
     day of the month following the month in which such interest accrues.

	 	 	 
	 	 	 (C)   Interest Rate Terms:  
     The interest rates set forth above are annual rates (interest to be calculated on the basis of a 360
     day year for the actual number of days elapsed) and are variable and will be adjusted  monthly.  For
     any month, Prime shall be greater  of: (i) the highest  prime rate of interest announced during such
     month by the Wall Street Journal or such money center bank as Textron  Financial  shall  select from
     time to time, or (ii) Minimum Prime of 5.5%  ("Minimum Prime").  Application  of  payments  to  accrued
     interest  and  loan  balances,  other  than as to immediately  available  funds,  may occur up to two
     business days after such payments are deposited into Textron  Financial's  account to allow for clearance
     of checks and other  similar  instruments and the obtaining of good funds.  Payments  owing from the
     Company,  the Parent or any affiliate to Textron Financial under this Program Agreement, the Repurchase
     Agreement (as defined below), the Risk Pool or under any other  agreement  between the Company and
     Textron  Financial  that are no paid,  when due,  shall bear interest at Prime + 4% until paid in full
     and such  interest  shall be payable upon demand.

	 	 	 
	 	 	Textron Financial will send
     Builders monthly statements for the payment of interest, and will send billing statements to the
     Company monthly for any amounts to be paid by the Company.

	 	 	 
	 	2.4  Invoice Funding	 
	 	Disbursement:	Textron  Financial will fund
     the proceeds of any loan made in respect of a  manufacturer's  invoice for a Home the later of 10 days
     from Textron Financial's receipt of such invoice or 10 days from the invoice date (assuming  such invoice
     and the line of credit of the applicable  Builder are in order and Textron  Financial has approved such
     invoice) with Automated  Clearing  House funds.  All loans to Builders are booked by Textron Financial
     on the date on which the aforesaid invoice is received  and  approved by Textron Financial notwithstanding
     the Company's agreement to delay disbursement of proceeds of such loan as set forth above.

	 	 	 
	 	2.5  Repurchase Agreement [and
	 	Risk Pool Indemnity]
	 	from Company:	(A)   Repurchase Agreement:  
     The Company shall provide repurchase support through a repurchase agreement of even date herewith ("Repurchase







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	 	 	Agreement")
     as more  fully  set  forth  in said Repurchase  Agreement.  The  execution  and  delivery of the
     Repurchase Agreement is a condition precedent to this Program Agreement's becoming effective.

	 	 	 
	 	 	 (B)   Risk Pool Indemnity.  
     TFC shall provide inventory financing to certain Builders, to be determined through mutual written
     agreement of the parties, which may not otherwise qualify for credit approval under normal Textron
     Financial credit underwriting standards (the "Risk Pool").  From time to time the parties shall prepare
     a writing designating the Builders included in the Risk Pool. In addition to and separate from any obligations
     of the Company under the Repurchase Agreement, and on an annual calendar year basis ("Contract  Year"),
     the maximum amount the Company shall be liable to Textron Financial for regarding this indemnity shall be
     the lesser of (i) 20% of the average annual net outstandings on all Textron Financial company Risk Pool
     accounts calculated on a past 12 full month rolling basis (beginning 12 months after the first outstandings
     are funded in the Risk Pool) or if such period is less than 12 months after the first outstandings
     are funded in the Risk Pool, then the monthly average for the total number of months that have
     passed since the initial funding of a Risk Pool account, or (ii) $2,000,000 (Risk Pool Indemnity
     Maximum").  Company will pay Textron Financial within thirty (30) days of request of such losses.
     Textron Financial will, in accordance with its internal company policies, charge losses against
     the Risk Pool within the time period that such losses are recognized by Textron Financial.
     Company's Risk Pool Indemnity liability shall be refreshed in full as of the first day of each
     Contract Year despite any losses that may or may not have been charged against the Risk Pool
     during the prior Contract Year.  After the Risk Pool Indemnity Maximum has been incurred in any
     Contract Year, all remaining credit risk with respect to, and losses occurring from, the Risk Pool
     during that Contract Year will be assumed by Textron Financial (except for the obligations of
     Company and Coachman Industries, Inc. under the respective Repurchase Agreement and Guaranty. as
     agreed to in the Repurchase Agreement).  In such event, the Risk Pool will be fully refreshed on
     the first day of the following Contract Year.  The terms "loss" or "losses" as used in this
     Section shall be defined as any amount owed to Textron Financial by Builders.  Textron Financial
     shall provide reasonable information and proof substantiating any loss submitted for reimbursement
     by Company hereunder.  In the event Textron Financial  subsequently recovers losses that were
     previously charged to the Company, these recoveries will be returned to the Company.  If those
     recoveries were in the same Contract Year as the  charge-off, that recovery amount will offset the
     charge-off for the calculation the Company's maximum obligation.

	 	 	 
	 	2.6  Builder	 
	 	buyout:	The lesser of (i) the
     outstanding balance of any loan advanced in connection  with a Home or (ii)
     the same advance percentage for Unit Costs, and Soft Costs in Model Homes, Display Homes or Spec
     Homes, provided that all amounts advanced shall be due in full upon the earlier of sale of the
     particular Home whose acquisition was financed by such loan, or 36 months from date of the
     original manufacturer's invoice for such Home, or funding of such Soft Costs after which the
     maturity or default rate of interest shall apply.

	 		 
	3.	Other General Terms:	




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	 	3.1  Facility Limit:	Initially
     $65,000,000 (said facility limit to consist of unpaid outstanding principal of loans to
     Builders plus unpurchased invoice approvals issued by Textron Financial for Builders).

	 	 	 
	 	3.2  Initial Term
and Renewal	 
	 	Terms:	Initial three
     year term subject to automatic one year renewals thereafter unless, not less than 90
     days prior to the last day of any then current term  (including,  without  limitation,  the initial
     term),  either the Company or Textron  Financial  shall have given the other party  hereto  written
     notice of its decision not to have the term of this Program Agreement  automatically  extended;  in
     any such case,  the term of this  Program  Agreement  shall  terminate  on the last day of the then
     current term hereof.  The  expiration  of the initial three year term, or any renewal term, of this
     Program  Agreement  shall  not  relieve  the  Company  of (a)  any of its  unperformed  obligations
     hereunder or (b) any of its obligations  under the Repurchase  Agreement,  any Risk Pool Indemnity,
     or any other agreement with Textron  Financial in respect of loans made or any  commitments  issued
     pursuant to the Program prior to such expiration.

	 	 	 
	 	3.3  Textron Financial	 

	 	Early Termination:	Textron
     Financial may terminate the term of this Program Agreement prior to its scheduled
     termination  date by giving the Company not less than twenty (20) days' prior written notice of its
     intent to so terminate as a result of (a) any default by the Company under this Program  Agreement,
     the Repurchase  Agreements,  or any Risk Pool Indemnity,  which remains uncured for the greater of
     thirty  (30) days after  receipt by the Company of written  notice of the  existence  thereof  from
     Textron  Financial or such other cure period provided for herein or therein,  provided that no such
     thirty (30) day cure  period  shall be provided  if such  default or breach is not  susceptible  to
     being cured or, if curable,  the Company shall have not promptly  commenced  efforts to effect such
     cure and diligently pursued the same during such 30-day period, (b) a reasonable  determination by
     Textron Financial that the annual financial  statements  delivered to Textron Financial pursuant to
     Section 3.5 hereof  reflect a material  adverse  change in the financial  condition of the Company,
     (c) a reasonable  determination by Textron Financial that the annual financial statements delivered
     to Textron  Financial  pursuant  to Section  3.5 hereof  reflect a material  adverse  change in the
     financial  condition of the Parent, (d) the termination by the Company of the Repurchase  Agreement
     in accordance  with the terms thereof,  and (e) any default by the Parent under the Guaranty (after
     the expiration of any applicable  cure period) or the  termination of the continuing  nature of the
     Guaranty by the Parent.  Notwithstanding such early termination,  the Company shall be obligated in
     accordance with all the terms and conditions under the Program,  including without  limitation this
     Program  Agreement,  the Repurchase  Agreement,  any Risk Loss  Indemnity,  and any other agreement
     between the  Company  and Textron  Financial,  until such times as all  obligations,  monetary  and
     otherwise, in respect of the Program and loans made or  commitments/approvals  issued prior to such
     early termination date are satisfied with Textron  Financial.  For the avoidance of doubt, upon the
     early termination date,  Textron Financial shall have no obligations to advance any additional sums
     or make any additional loans under the Program.





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	 	3.4  Company Early	 
	 	Termination:	The Company may
     terminate the term of this Program  Agreement  prior to its scheduled  termination
     date by giving Textron  Financial not less than twenty (20) days prior written notice of its intent
     to so  terminate in the event of any  material  breach by Textron  Financial of any of its material
     obligations  under this Program  Agreement or any of the other  agreements  contemplated  herein to
     which  Textron  Financial is a party.  Notwithstanding  such early  termination,  the Company shall
     continue to be  obligated in  accordance  with all of the terms and  conditions  under the Program,
     including  without  limitation this Program  Agreement,  the Repurchase  Agreements,  any Risk Loss
     Indemnity,  and any other  agreement  between the Company and  Textron  Financial  entered  into in
     connection with the  transactions  contemplated by this Program  Agreement,  until such time as all
     obligations,   monetary   and   otherwise,   in   respect  of  the   Program   and  loans  made  or
     commitments/approvals  issued  prior to such early  termination  date are  satisfied  with  Textron
     Financial.  For the avoidance of doubt, upon the early  termination  date,  Textron Financial shall
     have no obligations to advance any additional sums to Builders under the Program.

	 	 	 
	 	3.5  Covenants:	Commencing
     with fiscal year ended December 31, 2004 and for each fiscal year during the term of this Program Agreement, the Company shall
     deliver (if not available by public records through SEC filings) to Textron Financial audited
     consolidated financial statements of (a) the Company and its consolidated subsidiaries and (b) the
     Parent and its consolidated subsidiaries (including among such consolidated subsidiaries the
     Company) for each such fiscal year, prepared in accordance with generally accepted accounting
     principles, immediately upon the submission of the same to its other lenders or 90 days after the
     end of each such fiscal year, whichever is earlier.  The Parent shall deliver to Textron Financial
     unaudited, internally prepared consolidated financial statements of the Parent and its
     consolidated subsidiaries (including the Company) within thirty (30) days of the end of each
     fiscal quarter during the term of this Program Agreement.

	 	 	 
	 	3.6  Documentation:	All legal
     documentation ("Lending  Documents")  entered  into between the parties to this Program
     Agreement and any third parties as applicable  must be  satisfactory  to Textron  Financial and its
     counsel.

	 	 	 
	4.  Other Agreements:	 
	 	 	 
	 	4.1  Default	Should Company
     fail to perform any act contemplated  herein or any covenant  contained herein,  and
     the same shall  continue  after five (5)  business  days  written  notice to Company  from  Textron
     Financial  regarding  such  failure,  then the Company  shall be in default  under the  Program.  A
     default under the Program Agreement shall also be deemed a default under the Repurchase  Agreement,
     any Risk Loss  Indemnity,  and any other agreement  between the Company and Textron  Financial and,
     upon default  hereunder,  Textron  Financial shall have all of the rights and remedies provided for
     in this Program  Agreement,  in the Repurchase  Agreement,  any Risk Loss  Indemnity,  and any such
     other agreement and all of the rights and remedies afforded Textron Financial at law and in equity.

	 	 	 
	 	4.2  Company	 





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	 	Disclaimers:	Solely as between
     Company and Textron  Financial,  Company hereby  disclaims any present or future
     security  interest or other  interest in its favor in the  collateral  financed or  refinanced  for
     Builders  by Textron  Financial  (and in any  proceeds  thereof),  effective  with  respect to each
     Builder as of the date that  Textron  Financial  first  advances  funds on behalf of such  Builder,
     unless and until Company exercises its obligations, if any, under the Repurchase Agreement.

	 	 	 
	 	4.3  No Partnership	 
	 	or Agency:	Textron
     Financial  and Company  agree that  neither  this  Program  Agreement  nor the  Repurchase
     Agreement,  nor  any  Risk  Loss  Indemnity  create  any  partnership,   joint  venture  or  agency
     relationship  between them. In addition,  this Agreement  does not constitute  either party hereto,
     or any of their  officers,  directors or  employees,  as the agent or legal  representative  of the
     other for any purpose whatsoever.

	 	 	 
	 	4.4  Entire	 
	 	Agreement:	This Program
     Agreement,  together with any other written  agreements  duly executed by the parties
     contemporaneously  herewith or subsequent hereto  addressing the same subject matter,  contains the
     entire understanding of the parties with respect to the subject matter hereof.

	 	 	 
	 	4.5  Set-Off:	Company
     grants  Textron  Financial  the right to set-off any amounts owed to Textron  Financial by
     Company  against any amounts  that may  otherwise  be due  Company,  provided  however  that before
     Textron  Financial  exercises any such right it shall give Company five (5) days written  notice of
     its intent to take such action.

	 	 	 
	 	4.6  No Third Party	 
	 	Beneficiaries:	The provisions
     of this Program Agreement are for the exclusive  benefit of the parties hereto,  and
     nothing  contained herein shall create any rights in any Builder or any other entity claiming to be
     a third party  beneficiary,  nor shall it affect or impair any rights which either party hereto may
     have against any Builder or any other party.

	 	4.7  Negotiated	 
	 	Document:	This Program
     Agreement  is a  negotiated  document and shall not be construed to have meaning less
     favorable  to one party  merely  because  that party is deemed to be the  draftsman of this Program
     Agreement or any part of it.

	 	 	 
	 	4.8  Assignments:	The
     Company  may not  assign  any of its  rights or  obligations  hereunder  under the  Repurchase
     Agreement or under any Risk Loss Indemnity without the prior written consent of Textron  Financial,
     which consent shall not be unreasonably withheld.

	 	 	 
	 	4.9  Governing	 
	 	Law:	THIS  AGREEMENT
     SHALL BE GOVERNED BY AND  CONSTRUED  IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF
     RHODE ISLAND,  WITHOUT REFERENCE TO CONFLICT OF LAW PRINCIPLES.  If any provision of this Agreement
     in any way contravenes the public  policy of any 






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	 		state or
     jurisdiction  where this  Agreement is sought to be enforced,  such provision  shall be
     deemed not to be a part of this Agreement and this Agreement shall remain in full force
     and effect except as to the deletion of such provision.

	 	 	 
	 	4.10  Waiver
of Jury	 
	 	Trial:	THE PARTIES
     HERETO  HEREBY  WAIVE  THEIR  RIGHT TO TRIAL BY JURY OF ANY MATTER  ARISING OUT OF OR
     RELATING TO THIS PROGRAM AGREEMENT OR THE SUBJECT MATTER HEREOF.

	 	 	 
	 	4.11  Counterparts:	This Agreement
     may be executed in counteparts.

	 	 	 
	 	4.12  No Committed	 
	 	Line of Credit:	Nothing herein shall
     constitute a committed  line of credit as to any  particular  Builder,  and
     Textron  Financial shall not be bound to finance any particular  Builder or any particular goods or
     inventory.

	 	 	 
	 	4.13  Affiliate	 
	 	Defined:	As used herein,
     any party which  controls,  is controlled by or under common  control with another
     party shall be deemed an "affiliate" of such other party.  As used in the preceding  sentence,  the
     term "control"  means the possession,  directly or indirectly,  of the power to cause the direction
     of the management and policies of a party,  whether through the ownership of voting securities,  by
     contract or otherwise.

	 	 	 
	 	4.14  Further	 
	 	Assurances:	Company further agrees
     to do, execute and deliver,  or cause to be done,  executed and delivered,
     and agrees to use its best efforts to cause its  permitted  successors  and assigns to do,  execute
     and deliver,  or cause to be done,  executed and  delivered,  all such further acts,  transfers and
     assurances,  for the better  assuring,  conveying  and  confirming  unto Textron  Financial and its
     successors and assigns, all and singular,  the rights and benefits under this Program Agreement and
     otherwise  implementing  the  intention  of the parties  under this Program  Agreement,  as Textron
     Financial and its successors and assigns reasonably shall request.

	 	 	 
	 	4.15  Notices:	All notices
     pursuant to this  Program  Agreement  shall be in writing  and shall be sent:  (1) by
     certified mail, return receipt requested;  or (2) via facsimile to the fax number below, provided a
     copy is sent the same day by nationally  recognized  overnight  courier with receipt  acknowledged.
     Notices  shall be sent to the  address  of the  applicable  party set forth  below,  or such  other
     address as such party may designate from time to time in a notice to the other party.







Upon due execution by Textron
Financial and Company, this Agreement shall constitute a binding contract between Textron
Financial and Company as of the date first set forth above. 





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Textron Financial
Corporation 


By:       ____________________________

Name:  ____________________________

Title:    ____________________________





			
	Address for notices:	Textron Financial Corporation	 
	 	11575 Great Oaks Way
Suite 210
Alpharetta, Georgia 30022	 







[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK] 








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	 	Attention to the following:	 
	 	 	 
	 	Thomas J. Low
Division President
Facsimile: (770) 777-3348	 
	 	 	 
	 	Thomas H. Kaiser
Vice President and Assistant General Counsel
Facsimile: (770) 360-1458	 






		
	COMPANIES:	 
	 	 
	All American Homes of Colorado, LLC	All American Homes of Indiana, LLC
	 	 
	By:_______________________________	By:_______________________________
	 	 
	Name:_____________________________	Name:_____________________________
	 	 
	Title:______________________________	Title:______________________________
	 	 
	 	 
	All American Homes of Iowa, LLC	All American Homes of Kansas, LLC
	 	 
	By:_______________________________	By:_______________________________
	 	 
	Name:_____________________________	Name:_____________________________
	 	 
	Title:______________________________	Title:______________________________
	 	 
	 	 
	All American Homes of North Carolina, LLC	All American Homes of Ohio, LLC
	 	 
	By:_______________________________	By:_______________________________
	 	 
	Name:_____________________________	Name:_____________________________
	 	 
	Title:______________________________	Title:______________________________
	 	 
	 	 
	All American Homes of Tennessee, LLC	Mod-U-Kraf Homes, LLC
	 	 
	By:_______________________________	By:_______________________________
	 	 
	Name:_____________________________	Name:_____________________________
	 	 
	Title:______________________________	Title:______________________________
	 	 





-12-













			
	Address for notices:	All American Homes of Colorado, LLC
3333 E. Center Drive
Milliken, CO  80543	All American Homes of Indiana, LLC
1418 S. 13th Street
Decatur, IN  46733
	 	 	 
	 	Attention to the following:
Asst. General Manager - Troy Biggs	Attention to the following:
General Manager - Ryan Scott
	 	 	 
	 	Facsimile: (970) 587-0545	Facsimile: (260) 724-8987
	 	 	 
	 	All American Homes of Iowa, LLC
P.O. Box 219
1551 15th Avenue SE
Dyersville, IA 52040	All American Homes of Kansas, LLC
P.O. Box 259
126 Nichols Road
Osage City, KS  66523
	 	 	 
	 	Attention to the following:
General Manager - Del Herr	Attentino to the following:
Asst. General Manager - Quintin Robert
	 	 	 
	 	Facsimile: (563) 875-8381	Facsimile: (785) 528-4795
	 	 	 
	 	All American Homes of North Carolina, LLC
2015 U.S. 221 South Hwy.
P.O. Box 929
Rutherfordton, NC 28139	All American Homes of Ohio, LLC
4005 All American Way
Zanesville, OH  43701
	 	 	 
	 	Attention to the following:
General Manager - Neil Sayers	Attention to the following:
General Manager - David Johnson
	 	 	 
	 	Facsimile: (828) 248-4188	Facsimile: (740) 450-2909
	 	 	 
	 	All American Homes of Tennessee, LLC
P.O. Box 890
102 Evergreen Drive
Springfield, TN  37172	Mod-U-Kraf Homes, LLC
P.O. Box 573
260 Weaver Street
Rocky Mount, VA  24151
	 	 	 
	 	Attention to the following:
General Manager - Carel Whiteside	Attention to the following:
General Manager - Jeff Powell
	 	 	 
	 	Facsimile: (615)382-8303	Facsimile: (540) 483-2228
	 	 	 
	Cc:     	Kathy Samovitz
Corporate Counsel for All American Homes
Coachmen Administrative Services, Inc.
P.O. Box 3300
2831 Dexter Drive
Elkhart, IN 46514	












-13-


















REPURCHASE AGREEMENT 



This Repurchase Agreement (this
“Agreement”) is entered into as of May, 10, 2004, between the undersigned
Manufacturer (“Manufacturer”) and Textron Financial Corporation (“Textron
Financial”). 




RECITALS 



               	 	A.	Manufacturer sells various floor plans of modular homes (“Homes”) to
                    Independent Builders (“Builders”) who frequently desire to finance such purchases;


	 	B.	Such Homes remain inventory of the Builder(s), typically for
                    use as model homes, until sold by the Builder; and 


	 	C.	Textron Financial is in the business of financing the acquisition of various types of inventory,
                    including such Homes for Builders. 


                    




AGREEMENT 



In order to induce Textron Financial
to finance the acquisition of Homes by a Builder and/or to induce Textron Financial to
refinance Homes already in the possession of a Builder, Manufacturer agrees with Textron
Financial as follows: 



     1.     
          Sale of Homes; Warranties of Manufacturer. When a Builder orders Homes from
          Manufacturer and requests that Textron Financial finance the acquisition of such
          Homes, Manufacturer shall deliver or cause to be delivered to Textron Financial
          one or more invoices evidencing the Unit cost (“Unit Invoice”), which
          shall include delivery and attachment to the foundation; and Unit soft costs
          (“Soft Cost Invoice”). These costs and the invoices related thereto
          shall collectively be referred to as the Total Invoice Cost. By delivery of any
          Unit Invoice to Textron Financial, Manufacturer shall represent and warrant to
          Textron Financial that: 



          	 	(a) 	
               Manufacturer has good title to such Homes and will, upon payment by Textron
               Financial of the net invoice cost therefor transfer title to such Homes to such
               Builder free and clear of liens, claims and encumbrances; 




          	 	(b) 	
               Such Homes are current models, are in unused condition and are free of defects;
                




          	 	(c) 	
               The Unit cost of such Homes represents the true cost of such Homes to such
               Builder; 




          	  	(d) 	
               Such Homes were ordered by such Builder from Manufacturer (the
               “Order”), the Order was accepted by Manufacturer and such Builder
               requested that Textron Financial finance its acquisition of such Homes as
               evidenced by the issuance of an approval number by Textron Financial, which has
               not been prior revoked and is no more than one hundred and eighty (180) days
               old; 




          	 	(e)
	
                Such Homes conform in all respects to the Order and will not be shipped to such
               Builder prior to Textron Financial’s approval of such Unit Invoice for
               payment; 




          	 	(f)	
               All Unit Invoices comply with all applicable federal, state and local laws; and 




          	  	(g)	
               All Unit Invoices presented to Textron Financial have been reviewed by
               Manufacturer, and Manufacturer agrees that all Unit Invoice amounts are accurate
               and reasonable, and that no party other than Manufacturer or Builder has any
               ownership interest in the Unit Invoices at the time of presentation of the same
               to Textron Financial. 




          	  	(h) 	
               Manufacturer shall further represent and warrant to Textron Financial that such
               Units are free and clear of liens, claims and encumbrances of all parties other
               than Textron Financial. 






In the event that Textron Financial,
with the approval of Manufacturer, refinances Homes or other costs associated with the
Homes already in the possession of a Builder, Manufacturer shall execute a letter
substantially in the form attached hereto as Exhibit A. Each such letter executed by
Manufacturer shall be considered an Unit Invoice for purposes of Manufacturer’s
obligations under this Agreement. By delivery of such an executed letter to Textron
Financial, Manufacturer shall make to Textron Financial the representations and warranties
set forth in Subparagraphs (b), (c), (f) and (g) of this Paragraph with respect to the
Homes or Invoices identified thereon. 



     2.     
          Payment Obligations. Textron Financial will establish a credit limit for each
          Builder approved by Textron Financial for the extension of credit. Such credit
          limit shall not constitute a committed line of credit and Textron Financial
          shall not be bound to finance any particular Homes, Unit set-up costs or Unit
          Soft costs. Textron Financial shall be obligated to pay the Total Invoice Cost,
          less any discount applicable to Textron Financial from time to time (the
          “Net Invoice Cost”), for invoices which Textron Financial approves and
          pays. Payments for Set Up Invoices and Soft Cost Invoices shall not exceed those
          percentages set forth in that certain Program Agreement entered into between
          Textron Financial and Manufacturer dated _____________, as the same may be
          amended from time to time. Manufacturer will secure from Textron Financial an
          approval number for Homes to be delivered to a Builder before they are
          manufactured. Manufacturer may ship its Homes in reliance upon an approval
          number issued by an authorized Textron Financial employee, or through Textron
          Financial’s online automated approval system. Manufacturer will not seek an
          approval number for Invoices, nor deliver to a Builder, Homes for which it does
          not have a bona fide order from an authorized representative of the Builder.
          Manufacturer will not forward to Textron Financial its Invoice and certificate
          of origin for payment unless it has received an approval number from Textron
          Financial and unless the Homes have been shipped. Textron Financial agrees: (a)
          it shall pay to Manufacturer the Net Invoice Cost within ten (10) business days
          of an invoice date or Textron Financial’s receipt of the Invoice, whichever
          is later; (b) it will pay the Net Invoice Cost to Manufacturer for any Home that
          has a valid approval number from Textron Financial; (c) it will only request
          Manufacturer to repurchase a Home after it has made a legal repossession of same
          unless otherwise agreed to, in writing, by and between Textron Financial and
          Manufacturer. 



     3.     
          Repurchase Obligations of Manufacturer. Should Textron Financial at any time
          repossess or otherwise come into actual or constructive possession of any Homes
          financed or refinanced by Textron Financial for any Builder regardless of the
          manner or method of possession, within thirty-seven (37) months following the
          date of Textron Financial’s purchase date of such Invoice for such Homes or
          Soft Costs Invoices (the “Repurchase Period”), Manufacturer shall
          repurchase such Homes from Textron Financial and repay to Textron Financial the
          Total Invoice Costs upon the following terms and conditions: 









          	 	(a)	
               Manufacturer shall repurchase from Textron Financial all Homes and Invoices
               evidencing the Total Invoice Costs within thirty (30) calendar days upon receipt
               of notice (“Repurchase Notice”) from Textron Financial that such Homes
               are in Textron Financial’s possession, wherever located and in whatever
               condition. Beyond warranty of title or ability to transfer Builder’s title
               to Manufacturer, and Textron Financial’s representation that it is
               transferring all of its right, title and interest to Manufacturer, such transfer
               shall be without any express or implied warranties including merchantability or
               fitness for a particular purpose; 




          	 	(b)	
               The repurchase price for such Homes (the “Repurchase Price”) shall be
               equal to: (i) the outstanding principal balance, accrued interest and
               delinquency charges owing to Textron Financial by the applicable Builder with
               respect to the Total Invoice Cost, plus (ii) all reasonable expenses incurred by
               Textron Financial in connection with the repossession, foreclosure and/or
               maintenance of such Homes and Invoices related thereto. 





          	 	(c) 	
               The Repurchase Price shall be determined as of the date of the Repurchase
               Notice. 



               



          	 	(d)  	
               In the event that a purported sale from Manufacturer to Builder is subject to a
               lien in favor of Manufacturer or anyone claiming under or through Manufacturer,
               or is not otherwise marketable or saleable upon delivery due to damage in
               shipment, defects or non-compliance with applicable federal, state or local
               rule, laws or regulations or if Manufacturer breaches any of its representations
               or warranties hereunder (collectively “Non-conforming Homes”), then
               upon written demand by Textron Financial, Manufacturer shall pay Textron
               Financial the Repurchase Price with respect to such item(s) of Non-conforming
               Homes regardless of whether Textron Financial comes into possession of such
               Non-conforming Homes and the provisions of paragraph 3 shall not apply and the
               time limitation on Manufacturer’s obligation to repurchase in paragraph 3
               shall not apply; provided however, if such Homes are deemed to be Non-conforming
               Homes due to a manufacturing defect or damage in shipment, Manufacturer’s
               obligation to pay the Repurchase Price on account of such defect or damage shall
               be subject to notice from Textron Financial to Manufacturer of such
               non-conformance or damage, and Manufacturer shall be given a reasonable time to
               make satisfactory repairs. Accordingly, if Manufacturer corrects and/or repairs
               such damage or non-conformance, then such Homes shall no longer be deemed to be
               Non-conforming Homes, and Textron Financial shall not issue a repurchase demand
               on such Homes by virtue of such defect or non-conformance. 




          	 	(e)	
               If Manufacturer fails to pay the Repurchase Price within thirty (30) days from
               the date on which Textron Financial gives written notice that such Homes are in
               Textron Financial’s possession, then Textron Financial shall be entitled to
               interest on the Repurchase Price retroactive to the date of such notice at the
               Prime Rate as published in the Wall Street Journal (or as published in such
               other form as may be designated by Textron Financial from time to time), as such
               rate may change from time to time, plus four percent (4%) calculated on the
               outstanding average daily balance. Textron Financial shall have no obligation to
               deliver any item of Homes to any particular location in order to demand the
               Repurchase Price: provided, however, Manufacturer will not be liable for such
               Repurchase Price unless Textron Financial takes actual or constructive legal
               possession of the Homes. 





     4.     
          The passage of the Repurchase Period referenced above will be suspended
          temporarily for all affected Homes and Invoices comprising the Total Invoice
          Costs, as of the date any of the following events occur, and will not resume
          until the date Textron Financial obtains possession of the Homes by court order
          or consent of all relevant parties, and shall be automatically extended to 30
          days after the date Textron Financial obtains such possession: (i) Textron
          Financial institutes any type of legal action to obtain possession of any Homes
          from Builder; (ii) any legal action is instituted as a result of a dispute with
          another creditor regarding priority rights in the Homes; (iii) a voluntary or
          involuntary bankruptcy action is filed by or on behalf of the Builder; or (iv)
          any legal proceeding is filed or any governmental proceedings or order which
          prevents Textron Financial from obtaining possession of the Homes. 



     5.     
          Events of Default. The following are events of default under this Agreement: 


	 	(a) 	
                Manufacturer fails in the performance of any obligation when due under this
          Agreement;




          	  	(b) 	
               Manufacturer sustains a materially adverse change in its financial condition,
               assets or prospects, as determined by Textron Financial in its sole discretion; 




          	 	(c) 	
               Manufacturer fails to give Textron Financial at least fourteen (14) days advance
               written notice of Manufacturer’s intentions to sell, lease, transfer or
               otherwise dispose of substantially all of Manufacturer’s assets; or
               consolidate with or merge with any entity, or permit any other entity to
               consolidate or merge into Manufacturer, except where said merger involves the
               parent company or wholly owned subsidiary of the parent company; or 




          	  	(d)	
               Manufacturer or Textron Financial commences a case or an order of relief is
               entered under any bankruptcy, reorganization, insolvency, liquidation or similar
               law. 



               



     6.     
          Textron Financial’s Remedies After Default. Upon a default hereunder, and
          at any time thereafter, any Manufacturer obligation herein described and any
          other amounts then owing by Manufacturer to Textron Financial shall become
          immediately due and payable. In addition, in the case of a default as described
          above in section 5(c), Manufacturer will be liable for all obligations that
          arise as a result of any funding by Textron Financial to any party other than
          Manufacturer until such required written notice as described in section 5(c) is
          received by Textron Financial. Textron Financial shall have all other rights and
          remedies allowed by law. 



     7.     
          Waivers; Binding Effect; Governing Law. The obligations of Manufacturer under
          this Agreement are absolute and unconditional. Manufacturer shall not be
          released from such obligations for any reason, nor shall such obligations be
          reduced, diminished or discharged for any reason, including without limitation,
          (a) any instance of modification of, or indulgence granted by Textron Financial
          with respect to, the obligations of any Builder owing to Textron Financial
          (collectively, the “Obligations” and, individually, an
          “Obligation”), (b) any failure of Textron Financial to timely enforce
          any right or remedy available to Textron Financial in connection with the
          Obligations, (c) any modification of any agreement securing performance of any
          Obligation or the substitution or the release of collateral thereunder, (d) the
          invalidity of any agreement forming a part of the Obligations. Manufacturer
          waives: (i) any right to require Textron Financial to proceed against a Builder
          or to pursue any other remedy prior to exercising Textron Financial’s
          rights under this Agreement, other than as may be expressly set forth herein,
          (ii) notice of the acceptance of this Agreement by Textron Financial, the
          non-performance of any Obligation of any Builder owing to Textron Financial, or
          the amount of the Obligations outstanding at any time, (iii) demand and
          presentation for payment upon the applicable Builder, (iv) protest and notice of
          protest and diligence of bringing suit against any Builder,; and (vi) any other
          defense to Manufacturer’s obligations under this Agreement. Textron
          Financial’s failure to exercise any rights 









granted hereunder shall not operate
as a waiver of those rights. This Agreement shall be binding upon the parties hereto and
shall inure to the benefit of their successors and assigns. This Agreement shall be
governed by, and construed in accordance with, the laws of the State of Rhode Island,
without reference to applicable conflict of law principles. 



     8.     
          Termination by Manufacturer. This Agreement shall continue in full force and
          effect until terminated by either party by written notice to the other party.
          Such termination shall be effective thirty (30) days after receipt of such
          notice, but such termination shall not affect the liabilities of Manufacturer
          with respect to Invoices paid by Textron Financial and Invoices and Homes
          approved for payment and financing by Textron Financial prior to the effective
          date of such termination, even though such Invoices are paid by Textron
          Financial thereafter, and such termination shall not affect the rights and
          obligations of the parties as to any transaction entered into prior to the
          receipt of such notice of termination, including without limitation transactions
          for which approvals are pending or which will not be completed until after the
          effective date of termination. It is specifically agreed between the parties
          that termination shall not limit or relieve Manufacturer from its repurchase
          obligations hereunder for Homes and Invoices financed prior to the effective
          date of the termination notice which obligations shall survive termination of
          this Agreement. 



     9.     
          Miscellaneous. 



          	 	(a)	
               Textron Financial and Manufacturer acknowledge and agree that this Agreement
               does not create any partnership, joint venture or agency relationship between
               them. 




          	  	(b) 	
               All remedies in this Agreement shall be cumulative and not alternative. 




          	 	(c) 	
               If Textron Financial is required to enforce its rights hereunder through legal
               proceedings or otherwise, Manufacturer shall pay court costs and Textron
               Financial’s reasonable attorney fees. 




          	 	(d)	
               Textron Financial may assign this Agreement, but Manufacturer may not assign its
               rights or delegate its duties hereunder without the prior written consent of
               Textron Financial. 




          	 	(e)	
               This Agreement contains the entire agreement between the parties with respect to
               the subject matter hereof. Neither this Agreement nor any provisions hereof may
               be changed, waived, discharged or terminated orally, but only by an instrument
               in writing signed by the party against whom enforcement of the change, waiver,
               discharge or termination is sought. 




          	 	(f)	
               Any notice required or permitted hereunder shall be in writing, and shall be
               either delivered or mailed in the United States mail, certified or registered,
               return receipt requested with proper postage prepaid, to the party to be
               notified at the address for such party in this Agreement. Any such notice shall
               be deemed effectively given and received for all purposes upon the earlier of
               (i) the delivery of such notice to the address of the party notified; (ii)
               refusal to accept delivery by the party being notified; or (iii) two (2) days
               after the notice is deposited in the United States mail, certified or registered
               mail, return receipt requested, properly addressed to the party notified. Any
               party may change its address for notice by giving the other party written notice
               of change of address. 




          	 	(g)	
               The provisions of this Agreement are for the exclusive benefit of the parties
               hereto, and nothing contained herein shall affect or impair any rights which
               either party hereto may have against Builder or any other party. 



               



Executed as of the date first set
forth above. 




	Textron Financial:

TEXTRON FINANCIAL CORPORATION	 	MANUFACTURER(S):

ALL AMERICAN HOMES OF COLORADO, LLC
	

By:                                         		

By:                                         
	Print Name:  Don Poskus
Print Title:  AVP, Credit
        
Address:  P.O. Box 3090
Alpharetta, GA 30023 	 	Print Name:  
Print Title:  
Address:
			






SIGNATURES CONTINUE ON
FOLLOWING PAGE 









	 	ALL AMERICAN HOMES OF INDIANA, LLC


	 	By:                                                                                   
	 	Print Name:  
Print Title:  
Address:





	 	ALL AMERICAN HOMES OF IOWA, LLC


	 	By:                                                                                   
	 	Print Name:  
Print Title:  
Address:





	 	ALL AMERICAN HOMES OF KANSAS, LLC


	 	By:                                                                                   
	 	Print Name:  
Print Title:  
Address:



    

	 	ALL AMERICAN HOMES OF NORTH CAROLINA, LLC


	 	By:                                                                                   
	 	Print Name:  
Print Title:  
Address:





	 	ALL AMERICAN HOMES OF OHIO, LLC


	 	By:                                                                                   
	 	Print Name:  
Print Title:  
Address:





	 	ALL AMERICAN HOMES OF TENNESSEE, LLC


	 	By:                                                                                   
	 	Print Name:  
Print Title:  
Address:





	 	MOD-U-KRAF HOMES, LLC


	 	By:                                                                                   
	 	Print Name:  
Print Title:  
Address:












EXHIBIT A
(Form of Refinance
Letter) 




Address 




, , 20 


Re:    That certain  Repurchase  Agreement  dated as of , , 20,  between  ("Manufacturer")  and Textron  Financial  Corporation  ("Textron
Financial") (the "Repurchase Agreement")




Dear      : 



Textron Financial desires to provide
certain financial accommodations to (“Builder”) secured by those Homes
identified on this Exhibit A incorporated herein by reference (“Homes”). As a
condition of Textron Financial providing such financial accommodations to Builder,
however, Manufacturer must agree that all of the Homes shall be subject to all of its
liabilities and obligations under the Repurchase Agreement as if Textron Financial had
originally financed the Builder’s acquisition of the Homes pursuant to and in
reliance on the terms of the Repurchase Agreement. 



Please acknowledge
Manufacturer’s agreement that all of the Homes shall be subject to all of
Manufacturer’s liabilities and obligations under the Repurchase Agreement as if
Textron Financial originally financed the Builder’s acquisition of the Homes pursuant
to and in reliance on the terms of the Repurchase Agreement by signing below and by
signing Exhibit A, and return your original signatures to me via facsimile and U.S. Mail. 




Thank you. 



	 	 
	 	TEXTRON FINANCIAL CORPORATION
	 	 
	 	By:                                                                       
Print Name:
              
Title:                  





Acknowledged and agreed to: 



Address



By:                                          
Print Name:        
Title:
Date:











EXHIBIT A 


Manufacturer                                             
Invoice Date                                             
Serial Number                                             
Amount