Confidential portions of this document indicated by "*****" have been omitted
                   and filed separately with the Commission.

ALUMAX                                                   2700 International Dr.
     TRANSPORTATION PRODUCTS                                          Suite 200
     A Business Unit of Alumax Extrusions, Inc.          West Chicago, IL 60155
                                                                   630/584-1000
                                                               Fax 630/584-1243


May 14, 1998                                         VIA FACSIMILE 319-547-6099

Mr. Gary Ihrke
Vice President, Operations
Featherlite Manufacturing, Inc.
Box 320
Cresco, IA 52136

Dear Gary:

This leffer will confirm that Alumax  Transportation  Products  agrees to supply
and you agree to purchase  ***** pounds  of  aluminum   extrusions  for delivery
January, 1999 through December,  1999 via our assigned contract number ATP 0321,
Featherlite  Contract No. 0005. Pricing during this contract period will be firm
at $***** per pound.

Based  upon  your  commitment,  Alumax  Transportation  Products  has  taken the
necessary  actions,  via an established metal position,  to provide a firm price
for the duration of this  agreement.  It is expected that  shipments of finished
product  will  occur  in  a  timely  manner,  which  in  this  case  equates  to
approximately ***** pounds on a monthly basis.

In the event you do not  fulfill  the  volume  commitment  during  the  contract
period,  you will be invoiced  for and  expected  to pay an amount  equal to any
financial  loss we incurred on the metal  position  we  established  in order to
provide  you with this firm price  contract.  The  amount you would be  invoiced
would be calculated  in accordance  with the attached  Alumax  Extrusions,  Inc.
terms and conditions regarding firm priced contracts.

We believe the above  establishes  the essence of our  agreement  and we request
that you acknowledge  receipt and forward a signed copy of this contract for our
files.

We appreciate your confidence in Alumax Transportation Products and look forward
to the successful completion of this contract.

Best regards,


Ted E. Smothers Vice President, Sales & Marketing

ACKNOWLEDGED AND ACCEPTED:

Gary Ihrke, Vice President, Operations Featherlite Manufacturing, Inc.


<PAGE>


Mr. Gary Ihrke
May 14, 1998
Page two



                              TERMS AND CONDITIONS


Contract Cancellation - Entirely or in part for any undershipment quantity.

The loss, if any, incurred by Alumax  Extrusions,  Inc. will be measured by "the
difference between the Metals Week P1020 Midwest Transaction Price for the month
of scheduled  shipment as of the date of this  contract  over the average of the
Metals Week P1020 Midwest  Transaction Price for each of the months in which the
undershipment occurred times the quantity undershipped in each month."

Extension of the Contract - For up to an additional six months at the discretion
of Alumax Transportation Products.

Calculation  of the price per pound to be added to the original  contract  price
per pound (for the quantity of product  equivalent to the undershipped  position
at the  expiration  date of the  original  contract)  shall be  measured by "the
difference  between the Metals Week P1020 Midwest  Transaction Price for each of
the months in which the  undershipment  occurred,"  plus $***** per pound. If no
excess metal price  exists,  the new contract  price will be increased by $*****
per pound over the original contract price.