Exhibit 10.1


               Mailing Address: P.O. Box 220, Knoxville, TN 37901
               Physical Address: 620 Market Street, Knoxville, TN 37902
               Toll Free (888) 810-3538 Local (865) 523-2120 Fax (800) 970-3755

April 20, 2004

DEBTOR: Nationwide Housing Systems, LP

Dear Mr. Reynolds:

We  are  pleased  to  offer  you  floor  planning  for your manufactured housing
inventory. The Terms Schedule has been attached and outlines the program that we
have  set-up  for  you.

THIS  IS  A  CONDITIONAL APPROVAL AND THE FOLLOWING ITEMS LISTED ON THE ATTACHED
CONDITION  LIST  ARE  STILL  NEEDED  BEFORE WE CAN GIVE FINAL APPROVAL FOR FLOOR
PLANNING.  THE  CONDITIONAL  APPROVAL  WILL EXPIRE 60 DAYS FROM THE DATE OF THIS
LETTER  OR  AS  AGREED  BY  THE  PARTIES  IN  WRITING.  (WE  HAVE  ENCLOSED  A
SELF-ADDRESSED  ENVELOPE  FOR  YOUR  CONVENIENCE)

As we begin our relationship, please make a note of the following:

     -    MONTHLY BILLING STATEMENTS - You will be receiving our monthly billing
          statements  by  the  1st  week  of  every  month.  THE  CHARGES ON THE
                                                             -------------------
          STATEMENT  ARE  DUE  UPON  RECEIPT  AND  ARE  PAST  DUE ON THE 25TH OF
          ----------------------------------------------------------------------
          THE MONTH.  LATE  FEES  WILL  BE  ASSESSED  ON  THE  PAST DUE AMOUNTS.
          ----------------------------------------------------------------------
          Delinquent  interest charges will result in denial of additional floor
          plan  requests  until  the  funds  are  received.  (A late fee will be
          assessed  on all charges not received by VMF prior to the 25th of each
          month-see Section 7.7 of the Inventory Security Agreement and Power of
          Attorney).

     -    CURTAILMENTS/MATURITIES  -  Curtailments and maturities are to be paid
          when billed. Curtailments and maturities are your responsibility. Past
          due  curtailments/maturities will result in denial of additional floor
          plan  requests  or  default  proceedings until the matter is resolved.

     -    UNIT  FUNDING  - Funding for sold units must be received by VMF, prior
                                                                           -----
          to  the customer occupying the unit. Occupied units that have not been
          paid  for  are  considered  "sold  out  of  trust" and are grounds for
          immediate  default  proceedings.

     -    UNIT  LOCATIONS  -  Units  are to be kept specifically at the location
          outlined in the Inventory Security Agreement and Power of Attorney. If
          you  wish  to store or place for sale inventory floored through VMF at
          any  other locations, written permission must be obtained from VMF. If
          approved,  appropriate documentation of the location will be forwarded
          to  you.  Once the documents are received inventory can be moved. Note
          that


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          units  shall not be permanently affixed to land or made into an office
          unit  without  prior  written  consent  and  documentation  from  VMF.

     -    CHANGE  IN  ENTITY - Section 9 of the Inventory Security Agreement and
          Power  of  Attorney  ("Agreement")  addresses  the  issue of change in
          dealership  entity,  name,  location,  form  of business organization,
          ownership and additional business addresses. Any change in these areas
          must  be  reported  to VMF immediately. A change in business entity or
          name  will  require  now  documents  to  be  signed in order for us to
          continue the Agreement. A change in business organization or ownership
          will  require  a  review  of  the  file  and new documents in order to
          continue  the  Agreement.  A  change in address, or the addition of an
          additional location, will require additional documents in order for us
          to  allow  the  financed  product  be  located  at  the  premises. Any
          infringement of the Agreement may result in denial of additional floor
          plan  requests  until  the  matter  is  resolved, or in extreme cases,
          default  proceedings,

We  look  forward  to  financing your inventory. Once your account is officially
set-up  in  our  computer system, I will forward your file to Michelle Cook. She
will be responsible for the daily maintenance of your account and can be reached
at  (865)  380-3000  ext.  5695.

We  look forward to a long and mutually beneficial relationship, If you have any
questions  on  these documents or on our inventory finance program you may reach
me  at  (865)  253-2120  ext.  2160.

Sincerely,

Donna  Eggers
21st  Mortgage.


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                          INVENTORY SECURITY AGREEMENT
                              AND POWER OF ATTORNEY


TO:  21st  MORTGAGE CORPORATION ("Secured Party"), which has its principal place
of  business  at 620 Market Street, Suite 100, Knoxville, Tennessee 37902, as of
the  date  set  forth  in  the  final  paragraph  of  this  Agreement.

The undersigned entity or person ("Debtor") intends to engage in the business of
buying,  selling  and generally dealing in goods of various types of retail and,
from  time  to time, may desire Secured Party to finance the acquisition of such
goods  from  manufacturers  or  other  suppliers  acceptable  to  Secured Party.

Therefore,  the  parties  agree  as  follows:

1.     DEFINITION  OF  COLLATERAL.  The  term "Collateral" as used herein, shall
have  the  same  meaning  as  the  following  terms,  as those definitions under
applicable  law  may  be  amended  from  time  to  time:

1.1     INVENTORY. All Inventory or goods of whatever description held for sale,
rent  or  lease  by  Debtor,  now or hereafter owned, or now or hereafter in the
possession,  custody  or  control of Debtor, wherever located, together with all
attachments, accessories, additions and substitutions, including all returns and
repossessions  (hereinafter  called  "Inventory").

1.2     OTHER  ITEMS.  All  of Debtor's rights to any (a) accounts including but
not  limited  to,  rebates,  discounts, credits, factory holdbacks and incentive
payments which may become due to Debtor by the manufacturer  or distributor with
respect  to  any  of  the  Inventory,  (b) equipment, (c) fixtures, (d) contract
rights,  (e)  chattel  paper,  (f)  instruments,  (g)  goods, (h) documents, (i)
general  intangibles,  (j)  deposit  accounts,  (k)  investment  property,  (1)
letter-of-credit  rights, (m) supporting obligations, and (n) money, whether now
owned  or  hereafter  acquired.

1.3     PROCEEDS.  All  proceeds from the above-described Collateral, including,
but  not  limited  to, insurance proceeds payable by reason of loss or damage to
any  of  the  Inventory,  equipment  and  fixtures,  cash,  goods,  instruments,
accounts,  chattel  paper,  contract  rights,  and  replacement  Inventory.

2.     APPLICATION  FOR  CREDIT.

2.1     REQUEST.  Debtor  may  request  financing  from  Secured  Party  for the
purchase  of  goods  from any supplier, and, if Secured Party elects in its sole
discretion,  to  make such financing available, it shall be made in such amounts
and  upon  such  conditions  as  Secured Party may determine. Debtor agrees that
Secured  Party  may,  at  any  time  and  without  notice,  elect not to finance
Inventory  if  the supplier is in default of its obligations to Secured Party or
Secured  Party  is  otherwise  reasonably  insecure.


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2.2     EXECUTION  OF  DOCUMENTS.  As part of an application for such financing,
Debtor  shall  execute  and  deliver  to  Secured  Party  any and all additional
writings  that  Secured  Party  deems  necessary  or desirable to accomplish the
purposes  of  this Agreement including, but not limited to, Financing Statements
and  any  amendments  thereto.

2.3     GENERAL  TERMS.  Debtor and Secured Party agree that the financial terms
of  any  advance by Secured Party hereunder, such as finance charge rates, other
fees,  maturities  and  curtailments, are not fully set forth because such terms
depend,  in  part,  upon  supplier  incentives  or  discounts,  general economic
conditions,  governmental  and  quasi-governmental  actions, Debtor's volume and
outstanding  indebtedness  with  Secured  Party  and  other market factors. This
Agreement  provides  the  general term only of Secured Party's financing program
with  Debtor. Debtor shall be deemed to have accepted the specific terms of each
financing  transaction hereunder unless Debtor notifies Secured Party in writing
of  any  objection  within  fifteen  (15)  days  of  receipt  of Secured Party's
confirmation.  If  Debtor timely objects to the terms of any extension of credit
(other  than  the  initial  credit  transaction  which cannot be protested), and
mutually  agreeable  terms  cannot  be  negotiated, Debtor agrees to pay Secured
Party  for  such  Financing  on the same terms and conditions as the immediately
preceding  extension  of  credit  for  like Inventory from the same supplier, to
which  Debtor  has not objected. In this event, Debtor acknowledges that Secured
Party  may  then  elect  to suspend or terminate this Agreement. Termination for
this  reason  alone  will  not  be  deemed a default of this Agreement and prior
extensions  of  credit  shall not be accelerated, unless Debtor is, otherwise in
default  under  this Agreement. Without limiting the generality of the remainder
of  this  Section 2.3, the parties acknowledge that the interest rate applicable
to all notes funded under this Agreement has been determined based upon a number
of  factors,  including,  without  limitation,  market  conditions, usage of the
available  credit facility and credit quality of Debtor. Debtor expressly agrees
that  if Secured Party determines that any of these factors has changed, Secured
Party  may,  in the exercise of its discretion, adjust the interest rate, either
upwards  or  downwards,  for  all existing and future notes upon the delivery of
written  notice  to  Debtor.  This  interest  rate adjustment shall be effective
thirty  (30)  days  subsequent  to  the  date  of  such  written  notice.

2.4     CREDIT  VERIFICATION.  Debtor  agrees  Secured  Party  may  verify  any
information  provided  by  Debtor with Debtor's references, other third parties,
and  through credit reporting agencies, and Debtor agrees that Secured Party may
provide  to  any third party any credit financial or other information on Debtor
that  Secured  Party  may  possess.

2.5     OTHER  INVENTORY  CREDIT LINES. If Debtor's total Inventory credit lines
with  any  lenders,  including Secured Party, should exceed $25,000,000, Secured
                                                            -----------
Party  may  at  its  sole discretion terminate its credit line.  Termination for
this  reason  alone  will  not  be deemed a default of this Agreement, and prior
extensions  of  credit  shall not be accelerated, unless Debtor is, otherwise in
default  under  this  Agreement.

3.     SELECTION  OF INVENTORY; DISCLAIMER OF WARRANTY. Debtor has selected both
the  Inventory  and  the  supplier  from  whom Debtor acquired the Inventory and
Debtor  assumes  all  responsibility  and  risk  for  the  existence, character,
quality,  condition  and  value of the Inventory. THIS IS AN AGREEMENT REGARDING
THE  EXTENSION  OF  CREDIT  AND  NOT THE PROVISION OF GOODS AND SERVICES. Debtor
irrevocably  waives  any  claims  against  Secured  Party


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<PAGE>
with  respect  to  the Inventory whether for breach of warranty or otherwise and
shall  not  assert  against  Secured  Party any claim or defense Debtor may have
against  any  supplier  of Inventory to Debtor. Any such claims shall not alter,
diminish  or  otherwise  impair  Debtor's  liabilities or obligations to Secured
Party.

4.     GRANT  OF  SECURITY  INTEREST.  Debtor grants to Secured Party a security
interest in all Collateral of Debtor, whether presently owned or after-acquired.
The security interest granted under this Agreement or under any other present or
future  agreement  between  Debtor  and  Secured Party or any of Secured Party's
affiliates  or  subsidiaries,  shall  secure  the payment and performance of all
debts,  liabilities  and  obligations of Debtor to Secured Party, its affiliates
and  subsidiaries,  whether  presently existing or hereafter arising or created.
The  security  interest  granted  by  Debtor  will secure all present and future
advances  made  under  this Agreement. In granting the security interest, Debtor
authorizes Secured Party to perfect its interest by filing a financing statement
or  by  taking  any  other  steps  to  perfect  as  authorized  by  law.

5.     PAYMENT  OF DEBTS DUE FROM SUPPLIERS. Debtor assigns to Secured Party and
agrees  to  pay the amounts described in Paragraph 1.2 to Secured Party, as soon
as  the  same  are  received, for application to Debtor's obligations hereunder.
Debtor  authorizes  Secured  Party to collect any such amounts directly from the
manufacturer, supplier or distributor, and, upon request of Secured Party, to so
instruct  the  manufacturer  or distributor to make payments directly to Secured
Party.

6.     DOCUMENTS  OF  TITLE.  Debtor shall promptly deliver to Secured Party any
Certificate  of  Title,  Certificate  of  Origin, or Manufacturer's Statement of
Origin  issued for each item of Inventory, or cause any manufacturer or supplier
of  Inventory  or other third party which may hold such Certificate or Statement
to  deliver  same  to  Secured Party. Secured Party shall have the right to hold
such  documents  until  such items of Inventory are sold and to have its lien or
security  interest  noted  thereon.

7.     OBLIGATIONS  OF  DEBTOR.  Debtor  shall have the following obligations to
Secured  Party:

7.1     USE  AND LOCATION. Debtor will only display and sell Inventory to buyers
in  the ordinary course of business. Debtor shall not use (except for incidental
demonstration  for sale), rent lease, transfer or dispose of Inventory except as
provided  herein,  nor  permit without the written consent of Secured Party, the
Collateral  to  be  subject  to any lien encumbrance or security interest except
that granted herein. All Inventory shall be located at the address(es) listed in
Paragraph  20.  Secured  Party  may examine the Inventory and Debtor's books and
records  regarding  the  Inventory,  at  any  time.

7.2     DOCUMENTS.  Debtor  will execute all documents Secured Party requests to
evidence  a  credit extension, and to perfect Secured Party's Inventory purchase
money  security  interest,  or  otherwise  assist  Secured  Party  to obtain any
necessary  subordination  agreements,  waivers,  releases, or amendments to this
Agreement to ensure Secured Party has the first priority purchase money security
interest  in  the  Inventory.


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7.3     CONDITION.  Debtor  shall  keep  all Inventory in good order, repair and
operating  condition,  and  shall  immediately notify Secured Party of any loss,
theft  or  damage  to  the  Inventory.

7.4     TAXES. Debtor shall pay immediately all taxes, expenses, assessments and
charges  that may now or hereafter be levied or assessed against the Collateral.
If Debtor fails to pay such taxes, fees or charges, Secured Party may, but shall
not be obligated to do so on Debtor's behalf and demand from Debtor repayment of
all  such  amounts  plus  interest  at the highest contract rate allowed by law.

7.5     PAYMENT.  Debtor's  payments are due upon receipt of its monthly billing
statement.  Payment  of  the  Late  Fee will not waive the default caused by the
failure  to  make such payment. Debtor shall pay Secured Party promptly when due
the  amount  of any extension of credit according to the terms of any floor plan
note  or  any  other writing evidencing such extension of credit, including, but
not  limited  to,  all  accrued  and unpaid interest, any required curtailments,
maturities  and  additional  charges and fees as required in any Addendum, Terms
Schedule  or  other  written supplement to this Agreement, all without regard to
any  manufacturer  or  distributor  rebates,  credits,  holdbacks  or discounts.
Notwithstanding  the foregoing, Debtor agrees to pay Secured Party the amount of
any extension of credit on each item of inventory financed hereunder immediately
upon the sale thereof or removal from the location listed in Paragraph 20 except
for  the  purposes  of  incidental  demonstration.

Secured  Party may apply payments received from Debtor toward the payment of any
obligations  of  Debtor  in  such  order  of  application  as  Secured Party may
determine.  Secured  Party  may apply payments to finance charges first, then to
principal,  regardless  of  Debtor's  instructions  and it may apply payments to
oldest  (earliest)  Inventory  floor  plan notes. All principal payments will be
applied  first  to  such  Inventory that is sold, stolen, lost, damaged, rented,
leased  or otherwise missing. Any payment by the Debtor shall be deemed credited
3  Business  Days  after  received by the Secured Party at the place for payment
provided  for  in  the  Agreement, or, if paid to the Secured Party at any other
place,  3  Business  Days  after  deposited  by  the  Secured  Party.

If Secured Party determines that the aggregate outstanding credit owed by Debtor
exceeds  the  aggregate  wholesale  invoice  price  of the Inventory in Debtor's
possession,  Debtor  shall  immediately  upon  demand  pay  Secured  Party  the
difference  between  the  two  amounts.  Acceptance by Secured Party of past due
amounts  shall  not  be  construed as a waiver of default or an amendment to the
terms of this Agreement.  Any supplier or third party discount rebate, bonus, or
credit  paid  to  Secured  Party will not reduce Debtor's obligations to Secured
Party  until  such  payment  becomes  Secured  Party's  cash.

7.6     FINANCE  CHARGE  CALCULATION. All payments are due upon Debtor's receipt
of  Secured  Party's  monthly  or  other billing statement. Debtor agrees to pay
Secured  Party  finance  charges on the outstanding principal indebtedness owing
for  each  item  of  Inventory  at the rate(s) provided in the Terms Schedule in
effect  on  the  applicable  floor plan note (or other evidence of debt) created
related  to such Inventory, unless Debtor objects thereto as provided in Section
2.3.  Finance  charges  at  the stated rate shall be computed based on a 360 day
year  and  calculated  by  multiplying  the  Daily Charge (defined below) by the
actual  number  of  days  in the applicable billing period. Such finance charges
shall  accrue  from  the  floor  plan  note  date  for  the  Inventory


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until  Secured Party receives the entire principal amount. The "Daily Charge" is
the  product  of  the  Dai  Rate (defined below) multiplied by the Average Daily
Balance  (defined  below).  The  "Daily Rate" is the quotient of the annual rate
provided  in  the  Terms Schedule divided by 360. The "Average Daily Balance" is
the  quotient  of  (i)  the  sum of the outstanding principal debit owed Secured
Party  on  each  day of a billing period for each item of Collateral, divided by
(ii)  the  actual  number  of  days  in  such  billing  period.

Whenever  used  in  this  agreement,  in  any  other  document referring to this
agreement, or in the Terms Schedule, the term "Prime Rate" shall mean the higher
of:  1)  The  prevailing  domestic  "Prime Rate" as published in the Wall Street
Journal  in  its  "Money  Rates" column on a daily basis or 2) The Minimum Prime
Rate  as  defined  in  the Terms Schedule. In the event that the "Prime Rate" as
published  in the Wall Street Journal ceases to exist or the Wall Street Journal
ceases publishing a "Prime Rate", the Secured Party will substitute a comparable
index  which  is  outside  the  control of the Secured Party. In the event of an
error by the Wall Street Journal, the "Prime Rate" will be based upon the "Prime
Rate"  as  corrected.

Notwithstanding  the  above,  Debtor  acknowledges that Secured Party intends to
strictly  comply with all applicable usury laws governing this Agreement. Should
such law other than Tennessee apply and the usury rate be less than that billed,
any  excess finance charges paid shall be deemed payment on the unpaid principal
on  the  applicable  floor plan note. If an overpayment of principal results, it
may  be applied to principal on any other floor plan note, and if none, refunded
to  Debtor.

7.7     ADDITIONAL CHARGES. If Secured Party does not receive by the 25th day of
the  month  payment  of  all  amounts  listed  on  the monthly billing statement
(including  principal, interest, curtailment and administrative charges), Debtor
will to the maximum extent permitted by applicable law, pay Secured Party a late
fee  in  the  amount  equal  to the greater of $5.00 or 5% of the amount of such
delinquent payments (the "Late Fee"). To the extent permitted by applicable law,
Debtor  agrees  to  pay  Secured  Party  $100 for each check returned unpaid for
insufficient  funds  to  cover  administrative  costs.

Debtor  further agrees to pay the Secured Party, promptly as billed, the service
charge  with  respect  to  each  unit  of  Inventory  as specified, in the Terms
Schedule  attached  to  this  agreement.  These  charges  are  intended  as  an
administrative  fee  to  defray the costs and expenses of managing the financing
and/or  monitoring  and  inspecting  of  the  Inventory.

7.8     ESTABLISHMENT  OF  DIRECT  PAY RELATIONSHIP. It is the responsibility of
the  Debtor  to  (i)  notify  the  Secured  Party  of  the  proposed sale of any
Collateral  prior  to such Collateral physically leaving the Debtor's applicable
sales location, and (ii) establish a contractual direct pay relationship between
the  Secured Party and the applicable lender, or the purchaser of the Collateral
in  the  event  that a lender is not involved in the transaction (i.e., purchase
for cash). If the debtor cannot complete both of these tasks then the Collateral
becomes  immediately due and payable without notice or demand. Failure to comply
with  these  requirements will be treated as an Event of Default under paragraph
11  of the Inventory Security Agreement and Power of Attorney. Furthermore, this
default  will  subject  the  Debtor  to  all  Remedies  as  listed  in paragraph


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12  of  the Inventory Security Agreement and Power of Attorney or those provided
by  applicable  law.

8.     INSURANCE.  Debtor  shall  keep  the  Inventory insured with an insurance
company  acceptable to Secured Party for full value against all insurable risks,
including  flood,  with Secured Party as the loss payee, and will notify Secured
Party  in  writing  ten  (10)  days before changing or canceling such insurance.
Debtor  shall  provide  Secured Party with written evidence of such coverage and
loss payee and lender's clauses. If Debtor should fail to obtain such insurance,
Secured  Party  may  obtain  coverage,  but  shall  not be obligated to do so on
Debtor's  behalf  Secured  Party  can  demand  from  Debtor  repayment  for  all
expenditures together with interest at the highest contract rate allowed by law.

9.     DEBTOR'S  RECORDS  AND  FINANCIAL INFORMATION. Debtor shall keep accurate
and  complete  records  of  the  Collateral  that  may be examined and copied by
Secured  Party upon request. Debtor agrees to provide, within 90 days of the end
of  Debtor's  fiscal  year,  Financial  Statements  and shall provide management
prepared  financial  Statements within 45 days of the end of each fiscal quarter
of  Debtor.  For  the  purposes  of  this  Section 9, Financial Statements shall
include,  without  limitation, reasonably detailed balance sheets and reasonably
detailed  income  statements, all prepared in accordance with generally accepted
accounting  principles,  consistently  applied.  Debtor  grants Secured Party an
irrevocable  license  and  right  to  occupy  Dealer's business locations during
normal  business  hours without notice to verify the Inventory, examine Debtor's
books  and  records  relating  to  the  Inventory  and Collateral, and to verify
Debtor's  compliance  with  this  Agreement.  Debtor shall give Secured Party at
least  45  days  prior  written notice of any change in Debtor's identity, name,
location,  form  of  business  organization,  ownership, and additional business
locations.

10.     POWER  OF  ATTORNEY. Debtor hereby grants a Power of Attorney to Secured
Party (which may be exercised by any agents or employees of Secured Party) under
which  Secured Party may execute, on behalf of Debtor, any trust receipts, floor
plan notes, chattel paper, financing statements and amendments thereto, or other
writing in connection with this Agreement as attorney-in-fact for Debtor. Debtor
hereby  directs  Secured  Party to sign all floor plan notes on Debtor's behalf.
Secured Party agrees to furnish Debtor a copy of such notes upon written request
of  Debtor.  Debtor  shall  call any errors in such floor plan notes to. Secured
Party's  attention  within fifteen (15) days of Debtor's receipt of such note or
receipt  of Debtor's monthly statement. Secured Party will sign a corrected note
in  replacement  of  any  incorrect  note. Under this Power of Attorney, Secured
Party  is  authorized  to  execute  any  such writings manually or by affixing a
mechanical facsimile or printed signature. Upon Debtor's request, Secured, Party
will  furnish  Debtor  with  a  copy of each writing executed under the Power of
Attorney.

11.     EVENTS OF DEFAULT. The occurrence of one or more of the following events
shall  constitute  a  default  by  Debtor  under  this  Agreement:

11.1     FAILURE  TO  PAY. Any failure by Debtor to pay any portion of its debts
to  Secured  Party,  when  due  and  payable  hereunder.


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11.2     BREACH.  Any  breach  or failure of Debtor to observe or perform any of
its  other  terms,  obligations,  representations,  warranties,  covenants  or
undertakings  hereunder.

11.3     MISREPRESENTATION.  Any misrepresentation by Debtor to Secured Party in
connection with the business and financial condition or organizational structure
of  Debtor  or  any  misrepresentation  relating  to  the  Collateral.

11.4     DEATH  OR  DISSOLUTION.  Death  or  dissolution  of  Debtor  or  of any
guarantor  or  surety  for  Debtor's  obligations  hereunder.

11.5     TERMINATION  OF GUARANTY. The termination by any guarantor or surety of
a  guaranty  or  suretyship  with  respect  to  Debtor.

11.6     INSOLVENCY  PROCEEDINGS. Debtor or any guarantor or surety (a) makes an
assignment  for  the  benefit  of creditors; (b) files or has filed against it a
petition  in  bankruptcy  or  for  the  appointment  of  a  receiver.

11.7     JUDGMENTS/ATTACHMENT.  Any  other  creditor,  customer or tax authority
obtains  a  judgment or lien against Debtor or any guarantor, or any attachment,
sale  or  seizure  issues  or  is  executed  against any assets of Debtor or any
guarantor.

11.8     COLLATERAL  IMPAIRMENT/SALE OUT OF TRUST. Any material reduction in the
value of the Collateral or any act of Debtor which imperils the prospect of full
performance  or satisfaction of Debtor's obligations hereunder, any sale, lease,
rental,  or  other transfer of any Inventory by Debtor without informing Secured
Party  and  promptly  paying  off  the  applicable floor plan note and any other
charges.

11.9     FRAUDULENT  ACTS.  Debtor  has  concealed,  removed,  transferred  or
permitted to be concealed, removed or transferred, any part of its assets, so as
to  hinder,  delay or defraud any of its creditors or in such manner as would be
fraudulent  under  any  bankruptcy, insolvency, fraudulent conveyance or similar
law.

11.10     LOSS  OF  RIGHT TO SELL. Debtor has voluntarily or involuntarily given
up  or  lost  any franchise, permission, license or right to sell or deal in any
product  line  of  Inventory  that  represents a significant portion of Debtor's
sales  volume.

11.11     INSECURITY.  Secured  Party shall, in good faith, deem itself insecure
with  respect  to  ally  of  the  Collateral  or repayment of any of the amounts
described  herein.

11.12     OTHER  AGREEMENT  WITH  SECURED  PARTY.  If  Secured  Party has Retail
Financing  Agreement(s)  with Debtor, a default on one agreement may, at Secured
Party's  option,  constitute a default on the other agreement(s). Any monies due
Debtor by Secured Party, under any agreement(s) may be applied to other defaults
at  the  Secured  Party's  discretion.

12.     REMEDIES.  In  the  event  of  a  default,  as  defined in Paragraph 11:


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12.1     ACCELERATION.  Secured  Party  shall  have,  in addition to any and all
rights under the Uniform Commercial Code, the option to terminate this Agreement
immediately  and to declare any and all indebtedness or liabilities of Debtor to
Secured  Party  immediately  due  and  payable  without  notice  or  demand.

12.2     DEFAULT  FINANCE  CHARGE.  Secured  Party  may impose a default finance
charge  to  all  of  Debtor's  outstanding  principal indebtedness equal to that
default  rate,  if  any,  specified  in the Terms Schedule, or, if there is none
specified,  at  the lesser of 16% per annum on each outstanding floor plan note,
or  the highest lawful contract rate of interest permitted under applicable law.

12.3     ASSEMBLY  OF  COLLATERAL.  Debtor  shall, if Secured Party so requests,
assemble the Inventory and deliver it to Secured Party, in good order and repair
at  Debtor's  expense,  at  a  place  designated  by  Secured  Party.

12.4     REPOSSESSION  AND SALE. Secured Party shall also have the right to take
immediate  and  exclusive  possession  of  all  Collateral  or any part thereof,
wherever  it may be found, and also may enter any of the premises of Debtor with
or without process of law, without force, wherever the said Collateral may be or
supposed  to  be  and take possession of, and remove, sell, and dispose of, said
Collateral,  or  any  part  thereof,  at public auction or private sale. Secured
Party  reserves  the  right  to  bid  and become the purchaser at any such sale.
Debtor  acknowledges that a manufacturer's repurchase agreement may exist, as to
the  Collateral,  and Debtor hereby agrees, that, without limiting other methods
of disposition, disposition of the Collateral pursuant to such an agreement is a
commercially  reasonable  foreclosure  sale  under  the Uniform Commercial Code.
Debtor  hereby  specifically  waives  any right to judicial proceedings prior to
Secured  Party's  exercise  of  this  right  of  "self-help"  repossession.

12.5     COMMERCIAL  SALE.  Dealer agrees that Secured Party may, at its option,
either  (i)  conduct  a  private  sale  of  any  or  all of the Collateral, (ii)
liquidate  the  Collateral  to  any supplier of Inventory or (iii) liquidate the
Collateral  at  a  public sale. Without limiting the methodology of disposing of
the Collateral and without excluding other methods of conducting a private sale,
Debtor  agrees  that  a private sale is a commercially reasonable sale under the
Uniform  Commercial  Code if Secured Party requests bids from at least three (3)
dealers, distributors or suppliers of Inventory of that type and any sale occurs
in  whole or in parcels within 180 days after Secured. Party obtained possession
and  authority  (if  needed)  to  sell the Inventory and the sale is made to the
highest  bidder  making  a  written cash offer. Debtor agrees that any resale of
Inventory  to  the  supplier  of  inventory  (commonly  called  a Manufacturer's
Repurchase)  under  any  agreement  between  the supplier and Secured Party is a
commercially  reasonable  private sale of inventory under the Uniform Commercial
Code  and  no  requests  for  bids  shall  be  required.

12.6     COSTS  AND  EXPENSES.  Debtor  shall  pay all costs incurred by Secured
Party in the collection of any indebtedness or liabilities owed Secured Party by
Debtor  and  the  enforcement  of  any  obligations  of Debtor to Secured Party,
including  the  costs of repossession, reasonable attorneys fees and other legal
expenses,  and  reasonable  costs  of  maintenance,  possession  and sale of the
Collateral.


                                       10
<PAGE>
12.7     NOTICE.  Any  notification  of  collateral  disposition shall be deemed
reasonably  and  properly  given  if  mailed  at least ten (10) days before such
disposition,  postage  prepaid,  addressed  to  Debtor.

12.8     APPLICATION  OF PROCEEDS. Any proceeds of the Collateral may be applied
by Secured Party to the payment of the reasonable expenses of retaking, holding,
preparing  for  sale, selling and the like, including reasonable attorney's fees
and  legal  expenses, and any balance of such proceeds may be applied by Secured
Party  toward  the  satisfaction of Debtor's indebtedness or liabilities in such
order  of application as Secured Party may in its sole discretion determine. Any
surplus  shall  be  paid  to  Debtor,  and  Debtor  agrees to pay any deficiency
immediately  upon  demand.

12.9     PREPAYMENT  PENALTY.  If  Debtor elects to liquidate inventory advanced
upon  by  Secured  Party in an amount exceeding 50% of the outstanding inventory
balance  at any one time in a manner other than the ordinary course of business,
Secured  Party  may, at its sole discretion, apply a prepayment penalty of up to
5%  of  the  outstanding  inventory  balance.

12.10     ACCESS TO PREMISES. Debtor grants Secured Party an irrevocable license
and  right  to  occupy Dealer's business locations twenty-four (24) hours a day,
seven  (7)  days  a  week. Secured Party may at its sole discretion prohibit the
removal  of  any  Collateral  from  the  premises  without  payment  in  full.

13.     PRIOR ACTS NOT A WAIVER. Secured Party shall have the right at all times
to  enforce the terms and provisions of this Agreement in strict accordance with
the  terms  thereof,  notwithstanding the prior failure of Secured Party to take
such  action.

14.     ASSIGNMENT.  Secured  Party may assign this Agreement but Debtor may not
assign  this  Agreement  without  the  prior  written  consent of Secured Party.

15.     AMENDMENT. This Agreement and the Terms Schedule attached hereto may not
be amended except through a written instrument. Debtor agrees that Secured Party
may  notify Debtor of amendments to this Agreement. These amendments shall apply
to  any  transactions  financed by Secured Party after the date of the amendment
without  the execution of the amendment by Debtor, but such amendments shall not
apply  to  transactions  financed  by  Secured  Party  prior to the date of such
amendment  without Debtor executing and delivering such amendment. Debtor agrees
that in addition to the remedies described in Section 12, upon the occurrence of
an  Event  of Default, Secured Party shall have the right to adjust the interest
rate for all transactions, including those entered into prior to the date of the
adjustment.  If  Debtor  previously  signed  any  Inventory  Security  Agreement
regarding  the  Collateral  with  Secured  Party,  this Agreement will amend and
supplement  such  prior agreement. If this Agreement conflicts with the terms of
any  prior  agreement,  the  terms  of  this  Agreement  shall  govern.

16.     CHOICE OF LAW. This Agreement is deemed to have been entered into and to
be  performed  at  Secured Party's office in Knoxville, Tennessee. The validity,
enforceability  and  interpretation  of  this Agreement and any promissory notes
taken,  charges  made  and sums paid in connection herewith shall be governed by
the  laws  of  the  State  of  Tennessee.  If  any  provision  of


                                       11
<PAGE>
this  Agreement  or  its  application  is  deemed  invalid or unenforceable, the
remainder  of  this  Agreement  will not be affected and will remain binding and
enforceable.

17.     TERMINATION. Either Secured Party or Debtor may terminate this Agreement
by  sending  thirty (30) days written notice by certified mail to the other, but
termination of this Agreement does not end Debtor's obligations to Secured Party
for  those  obligations  which  accrued  prior  to  the  effective  date  of the
termination;  provided,  however,  no  notice  of  termination  to Debtor win be
required  if  Debtor  is  in  default  of  this  Agreement.

18.     BINDING  ARBITRATION.  Except  for  any  action to recover, repossess or
replevin  any collateral hereunder, and any action to recover any deficiency due
Secured  Party  following  the  disposition  of  such  collateral,  all actions,
disputes,  claims and controversies under common law, statutory law or equity of
any  type  or  nature  whatsoever  (including, without limitation, all tort, all
contract  actions,  whether  regarding  express  terms or implied terms, such as
implied covenants of good faith, fair dealing, and the commercial reasonableness
of  any  Collateral  disposition,  or  any  other  contract claim, all claims of
deceptive  trade  practices  or lender liability, and all claims questioning the
reasonableness  or  lawfulness  of  any act, whether arising before or after the
date  of this Agreement and whether directly or indirectly relating to: (a) this
Agreement  or  any  amendments and addendum hereto, or the breach, invalidity or
termination  hereof,  (b)  any  previous or subsequent agreement between Secured
Party  and Debtor; or (c) any other relationship, transaction or dealing between
Secured  Party  and Debtor (collectively the "Disputes"), will be subject to and
resolved  by  binding  arbitration,  to  the extent permitted by applicable law.

18.1     Any dispute arising out of or relating to this Agreement or the breach,
termination  or  validity  thereof,  shall  be  determined by arbitration in the
Division  of  the  Federal  Judicial  District  of  Secured  Party's  office  in
accordance with the provisions of this Section 18 and the Commercial Arbitration
Rules ("Rules") of the American Arbitration Association ("AAA") in effect on the
date of this Agreement by a single arbitrator who (i) has the qualifications and
experience  set  forth in paragraph 18.2 of this Section 18 and (ii) is selected
as provided in paragraph 18.3 of this Section 18; provided, however, that if the
dispute  involves  more  than  $l  million,  three  arbitrators  having  such
qualifications and experience shall be appointed, each of whom shall be selected
in the same manner as set forth herein for the selection of a single arbitrator.
The  arbitrator(s)  shall  base their award on this Agreement and applicable law
and  judicial  precedent  and  shall  accompany  their  award  with  a  written
explanation of the reasons for their award. The arbitration shall be governed by
the  substantive laws of the State of Tennessee applicable to contracts made and
to  be performed therein and by the arbitration laws of the United States (Title
9,  U.S. Code), and judgment upon the award rendered by the arbitrator(s) may be
entered  in  any  court  having  jurisdiction  thereof.

18.2     Every  person  nominated  or  recommended  to  serve  as  an arbitrator
hereunder shall be a professional who has had experience as an arbitrator and at
least  15  years experience specializing in manufactured housing, with expertise
in  interpreting  contracts,  retail  financing  and  Inventory  financing.


                                       12
<PAGE>
18.3     The  arbitrator  shall  be  selected as provided in this Section 18 and
otherwise in accordance with the AAA's Commercial Arbitration Rules in effect on
the  date  of this Agreement, except that each party shall be entitled to strike
on  a  peremptory  basis any or all of the names of potential arbitrators on the
list  submitted  to the parties by the AAA as being qualified in accordance with
the  criteria  set  forth  in  paragraph  18.2 hereof.  In the event the parties
cannot  agree on a mutually acceptable arbitrator from the list submitted by the
AAA,  the  Regional  Vice-President  of  the AAA, under supervision of the AAA's
national department of case administration, shall submit to both panics a second
list  containing the name of three lawyers meeting the foregoing qualifications,
each  of  whom  shall  be  a  member  of  the  AAA's Commercial Finance Disputes
Arbitration  Panel, and each party shall be entitled to strike one of such names
on  a  peremptory  basis, indicating its order of preference with respect to the
remaining  names,  and  the  selection  of  the arbitrator shall be made by such
Regional  Vice-President from among such name(s) which have not been so stricken
by  either party in accordance with their designated order of mutual preference.

18.4     Each  party  will, upon the written request of the other party, provide
the other with copies of documents relevant to the issues raised by any claim or
counterclaim.  Other  discovery  may  be  ordered by the arbitrator. Any dispute
regarding  discovery,  including  disputes  as  to  the  need  therefore  or the
relevance  or  scope  thereof,  shall  be  determined  by  the arbitrator, which
determination  shall  be conclusive. All expenses and fees of the arbitrator and
expenses  for  hearing  facilities,  stenographers  and  other  expenses  or the
arbitration  shall be borne equally by both parties unless they agree otherwise,
or unless; the arbitrator in the award assesses such expenses against one of the
parties  other  than equally. Each party shall bear its own counsel fees and the
expenses  of  its  witnesses  except  to  the  extent  otherwise provided in the
Agreement.  Any  attorney who serves as an arbitrator shall be required to agree
to  do  so  for  a  fee  based  on  his  or her current hourly rate for handling
commercial  matters. The arbitration proceedings conducted pursuant hereto shall
be confidential. Neither party shall disclose any information about the evidence
adduced  by the other in the arbitration proceedings or about documents produced
by  the  other  in  connection  with  the  proceeding  except in the course of a
judicial,  regulatory  or  arbitration  proceeding  or  as  may  be requested by
governmental  authority. Before making any disclosure permitted by the preceding
sentence, the party intending to make such disclosure shall give the other party
reasonable  written notice of the intended disclosure and afford the other party
opportunity  to  protect  its  interests. The arbitrator(s) expert witnesses and
stenographic  reporters shall sign appropriate nondisclosure agreements in order
to  effectuate  this  agreement  of  the  parties  as  to  confidentiality.  The
arbitrator(s)  shall set forth their findings of fact and conclusions of law and
shall  render an award based thereon. Upon application to the court for an order
confirming  modifying  or  vacating the award, the court shall have the power to
review,  (a)  whether  the  findings  of  fact rendered by the arbitrator(s) are
supported  by  substantial evidence and (b) whether, as a matter of law based on
such  findings  of fact, the award should be affirmed, modified or vacated. Upon
such  determination,  judgment  shall  be  entered  in  favor  of  either  party
consistent  herewith.

18.5     Nothing herein will be construed to prevent Secured Party's or Debtor's
use  of  bankruptcy, receivership, injunction, repossession, replevin, claim and
delivery,  sequestration,  seizure, attachment, foreclosure, dation or any other
prejudgment  or  provisional action or remedy relating to any Collateral for any
current  or  future  debt  owed  by  either  party  to  the  other.  Any


                                       13
<PAGE>
such action or remedy will not waive Secured Party's or Debtor's right to compel
arbitration  of  any Dispute. If either Secured Party or Debtor brings any other
action  for judicial relief with respect to any Dispute, the party bringing such
action will be liable for and immediately pay all of the other party's costs and
expenses (including attorneys' fees) incurred to stay or dismiss such action and
remove  or  refer  such  Dispute  to  arbitration.

18.6     Any  arbitration  proceeding must be instituted (a) with respect to any
Dispute for the collection of any debt owed by either party to the other, within
one  (1)  year  after  the date the last payment was received by the instituting
party,  and (b) with respect to any other Dispute, within one (1) year alter the
date  the  incident  giving rise thereto occurred, whether or not any damage was
sustained  or  capable  of  ascertainment or either party knew of such incident.
Failure  to  institute  an  arbitration  proceeding  within  such  period  will
constitute  an absolute bar and waiver to the institution of any proceeding with
respect  to  such  Dispute.  Except  as  otherwise  stated  herein, all notices,
arbitration claims, responses, requests and documents will be sufficiently given
or  served  if  mailed  or delivered (i) to Debtor's principal place of business
specified  herein;  and  (ii)  to  Secured  Party,  500  Alcoa Trail, Maryville,
Tennessee  37804, Attention: President, or such other address as the parties may
specify from time to time in writing. No arbitration. hereunder will include, by
consolidation,  joinder  or otherwise, any third party other than a guarantor of
the  indebtedness,  unless  such third party agrees to arbitrate pursuant to the
arbitration  provisions  contained  herein  and  the  Rules.

19.     If  Section  18  of  this  Agreement  or  its  application is invalid or
unenforceable, any legal proceeding with respect to any Dispute will be tried in
a  court of competent jurisdiction by a judge without a jury. Debtor and Secured
Party  waive  any  right  to  a jury trial in any such proceeding, to the extent
permitted  by  applicable  law.

THIS CONTRACT CONTAINS BINDING ARBITRATION AND JURY WAIVER PROVISIONS.

20.     LOCATION.  Debtor  Business  and  Storage  Addresses:

          Listing  as  provided  by  debtor
          ---------------------------------


       To  include  any  and  all  locations.

    SECURED  PARTY  BUSINESS  ADDRESS:
    21st  MORTGAGE  CORPORATION
    Attention:  President
    620  Market  Street,  Suite  100
    Knoxville,  Tennessee  37902

21.     NOTIFICATION.  The  Parties will be deemed to have received notification
if  delivered  by  certified  mail  to  the  address  indicated  in  Section 20.


                                       14
<PAGE>
IN  WITNESS  WHEREOF, the parties hereto have caused their names to be signed by
their proper officers/agents as of the 23rd day of February 2004.
                                       ----        --------------

                              Nationwide  Housing  Systems,  L.P.
                              _______________________________________
                                        (Debtor)


                              HSTR  GENERAL  HOLDINGS,  INC.

ATTEST:       ___________     BY:____________________________________
(or Witness)  (Secretary
              or Witness)     PRINT NAME:___________________________

(Corporate Seal, if           TITLE__________________________________
applicable)


                              BY:____________________________________

                              PRINT NAME:____________________________

                              TITLE:_________________________________

ACCEPTED:      21st MORTGAGE CORPORATION
               (Secured Party)

               BY:_________________________

               PRINT NAME:_________________

               TITLE:______________________


                                       15
<PAGE>
                                 TERMS SCHEDULE

                          INVENTORY SECURITY AGREEMENT
                              AND POWER OF ATTORNEY

This  Terms  Schedule  is incorporated into and made part of a certain inventory
Security  Agreement  and  Power  of  Attorney  between 21st Mortgage Corporation
("Secured  Party")  and Nationwide Housing Systems, LP ("Debtor") dated February
23,  2004.  The  below  listed  terms  have  been established for financing your
inventory.

Interest  charges  are computed as provided in your Inventory Security Agreement
and  Power of Attorney in which these terms are incorporated by reference. Prime
Rate  will  be  the  higher  of:  1.) The "PRIME RATE" quoted by the Wall Street
Journal,  on the first business day of the month for which the billing is issued
or  2.) The Minimum Prime Rate of 6.00%. ALL CHARGES ARE DUE UPON RECEIPT OF THE
                                         ---------------------------------------
BILLING  STATEMENT  AND  ARE  PAST  DUE  ON  THE  25TH  DAY  OF  THE  MONTH.
----------------------------------------------------------------------------

Any notice of program or Terms Schedule changes will be given as provided in the
inventory  Security  Agreement  and  Power  of  Attorney.

CREDIT  LIMIT:     Up to $ 15,000,000 in Advances and Approvals at any one time.
                   Any and all Advances and Approvals are at Secured Party's
                   sole discretion.

ADVANCE: NEW INVENTORY        50% of manufacturer invoice plus freight.

         PRE-OWNED INVENTORY  Up to 60% of NADA adjusted  wholesale  value  (not
                              inspected) or 70% of NADA adjusted wholesale value
                              (inspected).

<TABLE>
<CAPTION>
THE INTEREST RATE
IS AS FOLLOWS:     BILLING PERIOD (MONTH)     PRICING
                   -------------------------  -------
<S>                <C>                        <C>                    <C>

                                              NEW INVENTORY          PRE-OWNED INVENTORY

                   0-1094 days (0-36 Months)  Prime Rate plus 1.00%  Prime Rate plus 1.00%
                   1095 days                  DUE IN FULL            DUE IN FULL
</TABLE>

FLAT CHARGES:  Debtor agrees to pay a monthly service charge of $10.00 for  each
               unit  of Inventory. These charges will be known as Documentation,
               Handling  and  Inspection  ("DHI")  Fees.

CURTAILMENTS:  Subject to Secured Party's right to demand payment in full at any
               time,  Debtor  hereby agrees to pay Curtailments to Secured Party
               in  accordance  with  the  following  payment  schedule:



                                       16
<PAGE>
<TABLE>
<CAPTION>
                   BILLING PERIOD (MONTH)        % OF ORIGINAL INVOICE PRICE PER MONTH
                   ----------------------        -------------------------------------
<S>                <C>                           <C>                    <C>

                                                 NEW INVENTORY          PRE-OWNED INVENTORY

                   0-730 days (0-24 Months)      0%                     0%
                   731 days                      20%                    20%
                   732-1094 days (25-36 Months)  0%                     0%
                   1095 days                     DUE IN FULL            DUE IN FULL
</TABLE>

PLACE OF PAYMENT:   Debtor  shall send all payments to 21st Mortgage Corporation
                    at  Post  Office  Box  220,  Knoxville,  TN  37901

THIS SCHEDULE SHALL NOT BECOME A CONTRACT UNTIL SIGNED BY DEBTOR AND ACCEPTED BY
SECURED  PARTY.  DEBTOR  WAIVES  NOTICE  OF  SUCH  ACCEPTANCE.

        NATIONWIDE  HOUSING                           21ST  MORTGAGE
           SYSTEMS  LP                                  CORPORATION
        -------------------               ----------------------------------

BY: HSTR General Holdings Inc.

BY:_______________________________        BY:________________________________

PRINT NAME:_______________________        PRINT NAME:________________________

TITLE:____________________________        TITLE:_____________________________

DATE:_____________________________        DATE:______________________________


BY:_______________________________

PRINT NAME:_______________________

TITLE:____________________________

DATE:_____________________________


                                       17
<PAGE>
                                    GUARANTY

TO:  21st  Mortgage,  Inc.
     620  Market  St.,  Suite  100
     Knoxville,  TN  37902

In  consideration  of  your  extension of credit to Nationwide Housing S3Lstems,
                                                    ----------------------------
LP its successors  and  assigns (hereinafter called "principal debtor"), whether
--
now  outstanding  or  made  in  the  future,  for the financing of goods, wares,
merchandise  and  services,  the  undersigned  guarantor  hereby unconditionally
guarantees  payment of whatever sums said principal debtor shall at any time owe
you  or  any  company  affiliated  with  you,  whether  heretofore  or hereafter
incurred,  including  interest,  finance charges or service charges thereon, and
including  reasonable attorneys' fees and all court costs incurred in collecting
each  sums; and you shall be under no obligation of due diligence to enforce any
claims  against  the  principal  debtor  or  of otherwise exhausting any of your
remedies against the principal debtor, any other obligor or any other guarantor,
or of enforcing any rights against any collateral for said indebtedness prior to
enforcing  payment  hereunder  by  the  undersigned  guarantor.

This  guaranty  is to take effect without notice of its acceptance, which notice
is  hereby  waived,  and  is  to be continuing guaranty in full force and effect
until  the  effective  date  of  a written notice of revocation delivered to you
either  personally  or  by  Registered  or  Certified mail. It is understood and
agreed  that  the  effective  date of any revocation shall be 90 days after your
receipt  of  such  notice,  and  that  such  relocation  shall not discharge the
obligation of the undersigned guarantor with respect to indebtedness incurred by
the  principal  debtor  prior  to  said  effective  date  of  revocation.

You  are  hereby  authorized  to  change  the  time and manner of payment of any
indebtedness  of  said  principal  debtor;  to  take  and make changes in notes,
security or other obligations therefore to add or release additional guarantors;
to  obtain  or  release  additional  guaranties; to take such action as you deem
advisable  for  the  enforcement,  collection,  or  compromising  of  any  such
indebtedness  or  any part thereof or enforcing any security interest therefore;
and  to  grant  renewals  or  extensions  of  the  time  of  payment of any such
indebtedness,  all without notifying or obtaining the consent of the undersigned
guarantor  or in anyway affecting the consent of the undersigned guarantor under
this  guaranty.

Protest  and  demand  upon  the  principal  debtor,  notice  to  the undersigned
guarantor  of  defaults  of  the  principal  debtor,  notice  to the undersigned
guarantor of your extension of credit from time to time to the principal debtor,
and notice of the sale of any collateral, ire all hereby waived.

The undersigned guarantor hereby consents and agrees that your books and records
showing the account, obligations, and indebtedness of the principal debtor shall
be  admissible  in  evidence and shall be binding upon the undersigned guarantor
for  the  purpose  of  establishing  the  items  therein  set for them and shall
constitute  prima  facie  proof  thereof.  The undersigned guarantor hereby also
agrees to provide full and complete personal financial information at such times
as  the  Company  may  request.


                                       18
<PAGE>
The  undersigned  guarantor hereby subordinates any sums now or hereafter due to
any  or  all of them from the principal debtor to the payment of any sums now or
hereafter  due  you from the principal debtor. The undersigned guarantor further
assigns  to  you  sums  due  or  to  become  due  to any or all of them from the
principal  debtor  to the extent of the aggregate obligations of the undersigned
guarantor  to  you,  and  agrees to execute any further instruments necessary to
evidence  such  assignment.

This  guaranty  shall  inure  to  the benefit of your successors and assigns and
shall  be  binding  upon the personal representatives, administrators, trustees,
executors, heirs, legatees, successors and assigns of the undersigned guarantor.

The  foregoing constitutes the complete guaranty agreement, there being no other
representations or warranties made, and such guaranty cannot be altered, changed
or  amended  in  any  way except by an instrument in writing signed by your duly
authorized  officer.

The undersigned agrees that if a dispute between you and the principal debtor is
being  arbitrated,  the responsibility of Guarantor will be included in the same
arbitration,  subject to the same rules and procedures governing the arbitration
between  you  and  the  principal  debtor.

BY  AFFIXING  SIGNATURE  HERETO,  THIS  CERTIFIES  THAT THE UNDERSIGNED HAS THIS
GUARANTY AGREEMENT IN ITS ENTIRETY AND EXECUTES IT FOR THE CONSIDERATION THEREIN
EXPRESSED.

Dated at Houston, Texas
this 21st day of April, 2004.

                 Witness:                        Guarantor:

Signature ____________________     Company Name: American Homestar Corporation
                                                 -----------------------------

Print name ___________________     Signature____________________________________

Address: _____________________     Title________________________________________
______________________________          ________________________________________


                                       19
<PAGE>