Exhibit 10.8

                                     WARRANT

This Warrant ("Warrant") is issued this 2nd day of May 2000, by CHAMPION TRAILER
COMPANY,  L.P., an Indiana limited  partnership  (the  "Company"),  to MARKPOINT
EQUITY GROWTH FUND, J.V (MARKPOINT  EQUITY GROWTH FUND,  J.V. and any subsequent
assignee  or  transferee  hereof are  hereinafter  referred to  collectively  as
"Holder").

                                   AGREEMENT:

1.   Issuance of Warrant.  For and in consideration of $500.00 paid by Markpoint
     Equity  Growth  Fund,  J.V.  to the  Company  and other  good and  valuable
     consideration,   the   receipt   and   sufficiency   of  which  are  hereby
     acknowledged, the Company hereby grants to Holder the right to purchase 200
     units of the Company's  equity  interests (the "Units"),  which the Company
     represents equals 25% of the issued and outstanding equity interests of the
     Company on the date hereof,  calculated on a fully diluted basis after full
     exercise of this Warrant (the "Base Amount").

     The units of Units  issuable  on exercise  of this  Warrant  are  hereafter
     referred to as the "Shares".  This Warrant shall be exercisable at any time
     and from  time to time for  eight  (8)  years  from  the date  issued.  For
     purposes  of  this  Warrant,  the  term  "fully  diluted  basis"  shall  be
     determined in accordance with generally accepted  accounting  principles as
     of the date hereof. As used herein,  the term "Note" shall mean the Note in
     the stated  principal  amount of $1,250,000  described in that certain Note
     Purchase  Agreement of even date herewith between the Company and Markpoint
     Equity Growth Fund, J.V. (the "Note Purchase Agreement").

2.   Exercise  Price.  The per share exercise  price (the "Exercise  Price") for
     which all or any of the Shares may be  purchased  pursuant  to the terms of
     this Warrant shall be $.01.

3.   Exercise.  This Warrant may be exercised by the Holder  hereof (but only on
     the  conditions  hereinafter  set  forth)  as to all or a  portion  of such
     Shares,  upon  delivery  of  written  notice of intent to  exercise  to the
     Company  at  the  following  address:  111  Monument  Circle,  Suite  3680,
     Indianapolis,  Indiana  46204,  or such other  address as the Company shall
     designate  by  written  notice to the  Holder  hereof,  together  with this
     Warrant and payment to the Company of the aggregate  Exercise  Price of the
     Shares so purchased.  The Exercise Price shall be payable, at the option of
     the Holder,  (i) by certified or cashier's check,  (ii) by the surrender of
     the Note or portion thereof having an outstanding  principal  balance equal
     to the aggregate  Exercise  Price or (iii) by the surrender of a portion of
     this  Warrant  having a fair market value equal to the  aggregate  Exercise
     Price.  Upon  exercise of this Warrant as  aforesaid,  the Company shall as
     promptly  as  practicable,  and in  any  event  within  fifteen  (15)  days
     thereafter, execute and deliver to the Holder of this Warrant a certificate
     or certificates for the total number of whole Shares for which this Warrant
     is being exercised in such names and denominations as are requested by such
     Holder. If this Warrant shall be exercised with respect to less than all of
     the Shares,  the Holder shall be entitled to receive a new Warrant covering
     the number of Shares in respect  of which new  Warrant  shall not have been
     exercised,  which new Warrant  shall in all other  respects be identical to
     this  Warrant.  The Company  covenants and agrees that it will pay when due
     any and all state and  federal  issue taxes which may be payable in respect
     of the issuance of this Warrant or the issuance of any Shares upon exercise
     of this Warrant.

4.   Representations, Covenants and Conditions. The above provisions are subject
     to the following:

     (a)  Neither  this  Warrant nor the Shares have been  registered  under the
          Securities  Act of 1933,  as amended  ("Securities  Act") or any state
          securities laws ("Blue Sky Laws").  This Warrant has been acquired for
          investment  purposes and not with a view to distribution or resale and
          may not be  pledged,  hypothecated  sold,  made  subject to a security
          interest,   or   otherwise   transferred   without  (i)  an  effective
          registration  statement for such Warrant under the  Securities Act and
          such  applicable  Blue Sky Laws,  or (ii) an opinion of counsel  which
          opinion and counsel  shall be reasonably  satisfactory  to the Company
          and its counsel that registration is not required under the Securities
          Act or  under  any  applicable  Blue  Sky  Laws  (the  Company  hereby
          acknowledges that Patton Boggs LLP is acceptable counsel). Transfer of
          the  Shares  issued  upon  the  exercise  of  this  Warrant  shall  be
          restricted  in the same manner and to the same extent as this  Warrant
          and the certificates representing such Shares shall bear substantially
          the following legend:

          THE  SHARES OF UNITS  REPRESENTED  BY THIS  CERTIFICATE  HAVE NOT BEEN
          REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED  ("ACT"),  OR
          ANY APPLICABLE STATE  SECURITIES LAW AND MAY NOT BE TRANSFERRED  UNTIL
          (i) A REGISTRATION  STATEMENT UNDER THE ACT OR SUCH  APPLICABLE  STATE
          SECURITIES LAWS SHALL HAVE BECOME  EFFECTIVE WITH REGARD  THERETO,  OR
          (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY. REGISTRATION
          UNDER SUCH SECURITIES ACTS OR SUCH APPLICABLE STATE SECURITIES LAWS IS
          NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER.

          The  Holder  hereof  and the  Company  agree  to  execute  such  other
          documents and instruments as counsel for the Company  reasonably deems
          necessary to effect the compliance of the issuance of this Warrant and
          any  shares of Units  issued  upon  exercise  hereof  with  applicable
          federal and state securities laws.

     (b)  The Company  covenants  and agrees that all Shares which may be issued
          upon  exercise  of  this  Warrant  will,  upon  issuance  and  payment
          therefor,  be legally and validly issued and  outstanding,  fully paid
          and nonassessable,  free from all taxes, liens, charges and preemptive
          rights,  if any, with respect  thereto or to the issuance  thereof The
          Company  shall at all times  reserve and keep  available  for issuance
          upon the  exercise  of this  Warrant  such  number of  authorized  but
          unissued  shares of Units as will be sufficient to permit the exercise
          in full of this Warrant.

     (c)  The Company represents and warrants to Holder the following:

          (i)  As of the date hereof,  600 units are issued and  outstanding and
               200 units of which shall be issued upon exercise of this Warrant;
               and the Company  shall not issue  additional  units to any person
               other  than the Holder  while  Holder  holds this  warrant or the
               Shares  except  for those  Shares  issued to Holder  pursuant  to
               Section 8 hereof;  provided,  however,  that the  number of units
               reserved  for  issuance  upon  exercise  of this  Warrant  may be
               increased from time to time in accordance  with the terms of this
               Warrant;

          (ii) As of the date hereof, the Company shall not have outstanding any
               equity  interests  convertible or exchangeable  for any shares of
               its Units or containing any profit  participation  features,  nor
               shall it have  outstanding any rights or options to subscribe for
               or to purchase its Units or any stock or  securities  convertible
               into or  exchangeable  for its  Units or any  stock  appreciation
               rights or phantom stock plans,  except as set forth on Schedule A
               and for this Warrant.

          (iii)Schedule A accurately  sets forth the  following  with respect to
               all outstanding options and rights to acquire Units from Company:
               (i) the total  number of shares  issuable  upon  exercise  of all
               outstanding  options,  (ii) the range of exercise  prices for all
               such outstanding options, (iii) the number of units issuable, the
               exercise price, and the expiration date for each such outstanding
               option and (iv) with respect to all outstanding options, warrants
               and rights to acquire the Company's  equity  interests other than
               this  Warrant,  the  holder,  the  number of units  covered,  the
               exercise price and the expiration date;

          (iv) As of the date  hereof,  the Company  shall not be subject to any
               obligation  (contingent  or  otherwise)  to  repurchase,  redeem,
               retire or otherwise acquire any shares of its equity interests or
               any  warrants,  options  or other  rights to  acquire  its equity
               interests,  except as set forth in this  Warrant or on Schedule A
               attached hereto;

          (v)  As of the  date  hereof,  all of the  outstanding  shares  or the
               Company's  equity  interests shall be validly issued,  fully paid
               and  nonassessable.  Except as set forth on  Schedule  A attached
               hereto, there are not statutory or contractual preemptive rights,
               rights of first  refusal,  anti-dilution  rights  or any  similar
               rights,  held by  unitholders  or option  holders of the Company,
               with  respect to the  issuance of this Warrant or the issuance of
               the Units upon exercise of this Warrant: and

          (vi) Except as set  forth on  Schedule  A  attached  hereto,  all such
               rights  granted in the  documents  listed on  Schedule A attached
               hereto have been  effectively  waived with regard to the issuance
               of this Warrant, the exercise of this Warrant and the issuance of
               the Units upon securities laws in connection with the offer, sale
               or issuance of any of its equity interests,  and to the knowledge
               of the  Company,  the offer,  sale and  issuance of this  Warrant
               hereunder do not require registration under the Securities Act or
               any  applicable  state  securities  laws.  To  the  best  of  the
               Company's knowledge,  there are no agreements among the Company's
               stockholders  with  respect  to any  other  aspect  of  Company's
               affairs, except as set forth on Schedule A attached hereto.

     (d)  The Company  covenants and agrees that it shall not sell any shares of
          the Company's  equity interests at a price below the Fair Market Value
          (as  determined by agreement  between the Company and the Holder(s) or
          pursuant  to  Section  9 hereof)  of such  shares,  without  the prior
          written  consent of the Holder  hereof.  In the event that the Company
          sells shares of the  Company's  equity  interests in violation of this
          Subsection,  the  number  of shares  issuable  upon  exercise  of this
          Warrant  shall be equal to the  product  obtained by  multiplying  the
          number of shares issuable  pursuant to this Warrant prior to such sale
          by the quotient  obtained by dividing (i) the fair market value of the
          shares  issued in  violation of this  Subsection  by (ii) the price at
          which such shares were sold.

5.   Transfer of Warrant.  Subject to the  provisions of Section 4 hereof,  this
     Warrant may be transferred, in whole or in part, to any person or entity by
     presentation of this Warrant to the Company with written  instructions  for
     such  transfer.  Upon such  presentation  for  transfer,  the Company shall
     promptly  execute  and deliver a new Warrant or Warrants in the form hereof
     in the name of the assignee or assignees and in the denominations specified
     in such instructions.  The Company shall pay all expenses incurred by it in
     connection  with the  preparation,  issuance and delivery of Warrants under
     this Section.

6.   Warrant  Holder  Not  Shareholder;   Rights  Offering;  Preemptive  Rights;
     Preference Rights.  Except as otherwise provided herein,  this Warrant does
     not confer upon the Holder,  as such, any right whatsoever as a shareholder
     of the Company.  Notwithstanding the foregoing, if the Company should offer
     to all of the Company's  shareholders  the right to purchase any securities
     of the  Company,  then all shares of Units that are subject to this Warrant
     shall be deemed to be  outstanding  and owned by the  Holder and the Holder
     shall be entitled to participate in such rights offering. The Company shall
     not grant any  preemptive  rights with respect to any of its capital  stock
     without  the prior  written  consent of the Holder.  The Company  shall not
     issue any  securities  which  entitle  the  holder  thereof  to obtain  any
     preference  over  holders  of  Units  upon  the  dissolution,  liquidation,
     winding-up,  sale,  merger,  or  reorganization  of the Company without the
     prior written consent of the Holder.

7.   Board  Observation  and  Membership.  The board of members  of the  General
     Partner  shall  consist of no less than four (4) and no more than five (5).
     Holder  shall be entitled to  designate at least one member of the board of
     members of the General Partner, the Borrower and of each subsidiary thereof
     but shall not be  obligated  to do so. So long as:  (a)  Holder  holds this
     Warrant or the  Shares,  or (b) the Loan (as  defined in the Note  Purchase
     Agreement) has not been indefeasibly paid in full,  Company will deliver to
     Holder a copy of the minutes of and all materials  distributed  at or prior
     to all meetings of the board of members of the General  Partner,  certified
     as true and  accurate by the  Secretary  of the General  Partner,  promptly
     following each such meeting. The General Partner will (w) permit Holder, to
     designate one person to attend all meetings of the General  Partner's board
     of members,  (x) provide such designee not less than seven  calendar  days'
     actual notice of all regular or special  meetings of the General  Partner's
     board of members,  (y) permit such  designee to attend such  meetings as an
     observer,  and  (z)  provide  to  such  designee  a copy  of all  materials
     distributed  at such  meetings or  otherwise  to the members of the General
     Partner.  Such  meetings  shall be held in person or by  telephone or video
     conference at least quarterly, and the General Partner will cause its board
     of  members  to call a  meeting  at any time upon the  request  of any such
     designated  observer upon the occurrence and  continuation  of any Event of
     Default for 14 calendar days. The General Partner shall reimburse each such
     observer for all reasonable expenses incurred in traveling to and from such
     meetings and attending such meetings.

8.   Adjustment Upon Changes in Units.

     (a)  If all or any portion of this Warrant shall be exercised subsequent to
          any unit split unit dividend, recapitalization,  combination of shares
          of the  Company,  or other  similar  event,  occurring  after the date
          hereof, then the Holder exercising this Warrant shall receive, for the
          aggregate  price paid upon such  exercise,  the  aggregate  number and
          class of shares which such Holder would have  received if this Warrant
          had  been  exercised  immediately  prior  to  such  unit  split,  unit
          dividend,  recapitalization,  combination of shares,  or other similar
          event.  If  any  adjustment  under  this  Subsection  would  create  a
          fractional  share of Units or a right to acquire a fractional share of
          Units,  such  fractional  share shall be disregarded and the number of
          shares  subject to this  Warrant  shall be the next  higher  number of
          shares,  rounding all  fractions  upward.  Whenever  there shall be an
          adjustment  pursuant to this  Subsection,  the Company shall forthwith
          notify  the Holder or  Holders  of this  Warrant  of such  adjustment,
          setting forth in reasonable  detail the event requiring the adjustment
          and the method by which such adjustment was calculated.

     (b)  If all or any portion of this Warrant shall be exercised subsequent to
          any  merger,  consolidation,  exchange  of  shares  or  other  similar
          ownership  units,  separation,  reorganization  or  liquidation of the
          Company, or other similar event, occurring after the date hereof, as a
          result of which  shares of Units  shall be changed  into the same or a
          different  number of shares of the same or another class or classes of
          securities  of  the  Company  or  another  entity,   then  the  Holder
          exercising  this Warrant shall receive,  for the aggregate  price paid
          upon such  exercise,  the  aggregate  number and class of shares which
          such Holder  would have  received if this  Warrant had been  exercised
          immediately prior to such merger,  consolidation,  exchange of shares,
          separation,  reorganization or liquidation, or other similar event. If
          any adjustment  under this Subsection  would create a fractional share
          of Units or a right to  acquire  a  fractional  share of  Units,  such
          fractional share shall be disregarded and the number of shares subject
          to this Warrant  shall be the next higher  number of shares,  rounding
          all fractions upward.  Whenever there shall be an adjustment  pursuant
          to this  Subsection,  the Company shall forthwith notify the Holder or
          Holders  of  this  Warrant  of  such  adjustment,   setting  forth  in
          reasonable detail the event requiring the adjustment and the method by
          which such adjustment was calculated.

9.   Put Agreement.

     (a)  Subject to  Subsection  9(b)  hereof,  so long as a Qualified  IPO (as
          defined   below)  has  not  been   consummated,   the  Company  hereby
          irrevocably  grants  and issues to Holder the right and option to sell
          to the  Company  (the  "Put")  this  Warrant at a purchase  price (the
          "Purchase  Price")  equal to the Fair  Market  Value  (as  hereinafter
          defined) of the shares of Units  issuable  to Holder upon  exercise of
          this Warrant;  provided,  however the Purchase Price will be increased
          by an amount in cash equal to any  Excess  Consideration  (as  defined
          below)  received  within  the one  hundred  eighty  (180)  day  period
          immediately  following  the  exercise of the Put due to an  Adjustment
          Event (as defined below).  The Put is exercisable by the Holder at any
          time  and from  time to time  for  eight  (8)  years  from the date of
          Issuance of this  Warrant by giving  written  notice (the "Put Notice"
          thereof  to the  Company,  addressed  as set forth in Section 3 above.
          "Adjustment Event" means any event in which (a) the Company issues any
          shares of Units or other  similar  ownership  units in a Qualified IPO
          for consideration per share that exceeds the amount received per share
          by any Holder in connection  with the exercise of the Put with respect
          to such  Holder;  (b) any  shareholder  sells,  transfers,  pledges or
          otherwise  disposes  of  any  equity  interests  of  the  Company  for
          consideration  per share that exceeds the amount received per share by
          any Holder in connection  with the exercise of the Put with respect to
          such Holder;  (c) any person acquires equity  interests of the Company
          in connection  with  acquisition of the  beneficial  ownership of more
          than fifty percent (50%) of the voting  securities of the Company,  or
          acquires  equity  interests  of the  Company  and the right to elect a
          majority  of the members of the  Company's  board of  directors  for a
          consideration  per share or unit that exceeds the amount  received per
          share by any such Holder in connection  with the exercise of such Put;
          (d) the  Company  sells all or a majority  of its assets or revenue or
          income generating  capacity for such amount of consideration  that, if
          the Company were liquidated on the date that such sale is consummated,
          the  holders of any class of equity  interests  of the  Company  would
          receive per share  distributions  exceeding  the amount  received  per
          share by any such Holder in connection  with the exercise of such Put;
          or  (e)  the  Company  participates  in  any  merger,   consolidation,
          reorganization,   share   exchange,   recapitalization,   or   similar
          transaction  or series of related  transactions  involving a change of
          control of the  Company  or  disposition  of all or a majority  of its
          assets  or  revenue  or  income  generating   capacity,   directly  or
          indirectly,  in which the holders of any class of capital stock of the
          Company receive per share  consideration  for. or  distributions  with
          respect to, their shares in an amount that exceeds the amount received
          per share by such Holder in connection  with the exercise of such Put.
          "Excess  Consideration"  means the  amount  that a Holder  would  have
          realized following the Adjustment Event had the Put not been exercised
          by such  Holder  until such time,  minus the amount  that such  Holder
          realized due to the exercise of the Put;  provided  however,  that the
          amount of Excess  Consideration  will in all events be deemed to be at
          least  zero.  "Qualified  IPO" means a public  offering  of the equity
          interests of the Company listed on a registered securities exchange or
          on the National  Market tier of the Nasdaq Stock Market,  Inc. with an
          initial  market  value  (defined as stock price  multiplied  by shares
          outstanding  on the first  five (5) days of  trading)  of at least $50
          million with a Daily Trading Volume of no less than three percent (3%)
          for twenty (20) consecutive days. "Daily Trading Volume" means for any
          day  that  percentage  of  outstanding   equity  units  trading  on  a
          registered  securities  exchange or on the National Market tier of the
          Nasdaq Stock Market, Inc. on that day.

     (b)  The Company shall pay to the Holder, in cash or certified or cashier's
          check,  the Purchase Price in exchange for the delivery to the Company
          of the  Warrant  within ten (10) days after the  determination  of the
          Fair Market Value of the shares of equity interests of the Company.

     (c)  The Fair Market  Value of the shares of Units of the Company  issuable
          pursuant  to  this  Warrant  shall  be the  greater  of the  following
          valuation methods:

          (i)  If the Units is  listed  for  trading  on a  national  securities
               exchange  the  Fair  Market  Value  shall be the  average  of the
               closing price for the five (5) trading days immediately after the
               Company's receipt of the Put Notice.

          (ii) If the Units is not listed for  trading on a national  securities
               exchange,  the Fair  Market  Value  shall be the  greater  of the
               following valuation methods:

               (1)  Within ten (10) days after the Company's  receipt of the Put
                    Notice,   the  Company  and  the  Holder  shall  appoint  an
                    independent,  experienced  appraiser  who is a  member  of a
                    recognized  professional  association of business appraisers
                    (who  shall  follow  policies  customarily  applied  in  the
                    appraisal  industry),  who  has  at  least  ten  (10)  years
                    experience  in  appraising  businesses  and  who  is  not an
                    Affiliate  (as such  term is  defined  in the Note  Purchase
                    Agreement) of the Company or the Holder. The appraiser shall
                    determine  the value of the shares of Units  which  would be
                    issued upon the  exercise  of this  Warrant as of the end of
                    the month  immediately  prior to the date of the Put Notice,
                    taking into  consideration that such shares would constitute
                    a minority interest,  and would lack liquidity,  and further
                    assuming  that the  transaction  would be  between a willing
                    buyer and a willing  seller both of whom have full knowledge
                    of the  financial  and other  affairs  of the  Company,  and
                    neither of whom is under any  compulsion  to sell or to buy.
                    The  appraiser  shall  make this  determination  and issue a
                    written  report to the Company and Holder within thirty (30)
                    days after being  appointed.  If the Company and Holder fail
                    to agree on a qualified  appraiser  within the required tell
                    (10) day period,  then the  appraiser  shall be appointed by
                    the American Arbitration Association.  The fees and expenses
                    of the appraiser shall be paid by the Company.

               (2)  The book value of the Company,  as  determined  according to
                    generally  accepted  accounting   principles,   consistently
                    applied,  on the date of the Put Notice,  multiplied  by the
                    percent   (the   "Warrant   Percent")   of  the  issued  and
                    outstanding  capital stock of the Company represented by the
                    shares  of Units  subject  to this  Warrant  (assuming  such
                    shares were issued and  outstanding).  The  determination of
                    the book  value of the  Company  shall  be  determined  by a
                    nationally  recognized  independent  public  accounting firm
                    mutually  appointed  by the  Company  and Holder who has not
                    been  engaged by either party for one year prior to the date
                    of the Put Notice and who is not an Affiliate (as defined in
                    the Note  Purchase  Agreement) of the Company or the Holder.
                    The appointed  accounting firm shall make the  determination
                    and issue a report to the Company and Holder  within  thirty
                    (30) days after being  appointed.  If the Company and Holder
                    fail to agree on an  accounting  firm  within  ten (10) days
                    after the date of the Put Notice,  the accounting firm shall
                    be appointed by the American  Arbitration  Association.  All
                    fees and  expenses of the  accounting  firm shall be paid by
                    the Company.

               (3)  The EBITDA of the Company  for the twelve (12) month  period
                    ending as of the end of the month  immediately  prior to the
                    date of the Put Notice  multiplied  by 5, less  funded  debt
                    outstanding, plus cash, as of the effective exercise date of
                    the  Put,  multiplied  by  the  Warrant  Percent.  The  term
                    "EBITDA" means earnings before interest, taxes, depreciation
                    and  amortization,  as  determined  according  to  generally
                    accepted accounting  principles,  consistently  applied. The
                    determination  of  this  EBITDA  of  the  Company  shall  be
                    determined  by a nationally  recognized  independent  public
                    accounting firm mutually appointed by the Company and Holder
                    who has not been engaged by either party for one years prior
                    to the date of the Put  Notice  and who is not an  Affiliate
                    (as defined in the Note  Purchase  Agreement) of the Company
                    or  Holder.  The  appointed  accounting  firm shall make the
                    determination  and issue a report to the  Company and Holder
                    within  thirty  (30)  days  after  being  appointed.  If the
                    Company  and  Holder  fail to  agree on an  accounting  firm
                    within ten (10) days after the date of the Put  Notice,  the
                    accounting   firm  shall  be   appointed   by  the  American
                    Arbitration  Association.  All  fees  and  expenses  of  the
                    accounting firm shall be paid by the Company.

10.  Registration.

     (a)  The Company  and the  holders of the Shares  agree that if at any time
          the  Company  shall  propose  to file a  registration  statement  with
          respect  to any of  its  Units  on a  form  suitable  for a  secondary
          offering,  it will  give  notice  in  writing  to such  effect  to the
          registered  holder(s) of the Shares at least thirty (30) days prior to
          such  filing,  and,  at the  written  request  of any such  registered
          holder,  made within ten (10) days after the  receipt of such  notice,
          will include therein at the Company's cost and expense  (including the
          fees  and  expenses  of  counsel  to  such  holder(s),  but  excluding
          underwriting  discounts,  and commissions and filing fees attributable
          to the Shares  included  therein) such of the Shares as such holder(s)
          shall  request;   provided,   however,  that  if  the  offering  being
          registered by the Company is underwritten and if the representative of
          the underwriters  certifies in writing,  that the inclusion therein of
          the  Shares  would  materially  and  adversely  affect the sale of the
          securities  to be sold by the  Company  thereunder,  then the  Company
          shall be  required  to include in the  offering,  only that  number of
          securities,  including the Shares, which the underwriters determine in
          their sole  discretion will not jeopardize the success of the offering
          (the  securities  so  included  to be  apportioned  pro rata among all
          selling  shareholders  according  to the total  amount  of  securities
          entitled to be included therein owned by each selling shareholder).

     (b)  Whenever the Company in its sole  discretion  undertakes to effect the
          registration of any of the Shares, the Company shall, as expeditiously
          as reasonably possible:

          (i)  Prepare and file with the Securities and Exchange Commission (the
               "Commission") a registration  statement  covering such Shares and
               use its best efforts to cause such  registration  statement to be
               declared effective by the Commission as expeditiously as possible
               and to keep such registration  effective until the earlier of (A)
               the date when all Shares  covered by the  registration  statement
               have been sold or (B) two  hundred  seventy  (270)  days from the
               effective  date of the  registration  statement;  provided,  that
               before  filing a  registration  statement  or  prospectus  or any
               amendment  or  supplements  thereto,  the Company will furnish to
               each holder of Shares covered by such registration  statement and
               the underwriters,  if any, copies of all such documents  proposed
               to be filed  (excluding  exhibits,  unless any such person  shall
               specifically  request exhibits),  which documents will be subject
               to the review of all  holders and  underwriters,  and the Company
               will  not  file  such  registration  statement  or any  amendment
               thereto or any  prospectus or any supplement  thereto  (including
               any  documents   incorporated  by  reference  therein)  with  the
               Commission  if (A)  the  underwriters  if any,  shall  reasonably
               object to such filing or (B) if information in such  registration
               statement or prospectus  concerning a particular  selling  holder
               has changed and such holder or the  underwriters,  if any,  shall
               reasonably object.

          (ii) Prepare  and  file  with  the  Commission   such  amendments  and
               post-effective  amendments to such registration  statement as may
               be necessary to keep such registration statement effective during
               the period referred to in subsection  10(b)(i) and to comply with
               the  provisions  of  the  Securities  Act  with  respect  to  the
               disposition  of  all  securities  covered  by  such  registration
               statement,  and cause the  prospectus to be  supplemented  by any
               required  prospectus  supplement,  and as so  supplemented  to be
               filed  with  the  Commission  pursuant  to  Rule  424  under  the
               Securities Act.

          (iii)At the Company's  expense,  furnish to the selling holder(s) such
               numbers of copies of such registration statement,  each amendment
               thereto,  the prospectus included in such registration  statement
               (including each preliminary prospectus),  each supplement thereto
               and such other documents as they may reasonably  request in order
               to facilitate the disposition of the Shares owned by them.

          (iv) Promptly notify each selling holder of the happening of any event
               as a result of which the prospectus included in such registration
               statement  contains  an untrue  statement  of a material  fact or
               omits  any fact  necessary  to make the  statements  therein  not
               misleading  and, at the request of any such  holder,  the Company
               will prepare a supplement  or  amendment  to such  prospectus  so
               that, as thereafter  delivered to the  purchasers of such Shares,
               such  prospectus  will  not  contain  an  untrue  statement  of a
               material  fact or omit to state  any fact  necessary  to make the
               statements therein not misleading.

          (v)  Provide a transfer  agent and  registrar  for all such Shares not
               later than the effective date of such registration statement.

          (vi) Enter  into such  customary  agreements  (including  underwriting
               agreements in customary form for a primary offering) and take all
               such  other  actions  as the  underwriters,  if  any,  reasonably
               request in order to expedite or  facilitate  the  disposition  of
               such Shares  (including,  without  limitations  effecting a stock
               split or a combination of shares).

          (vii)Make  available  for  inspection  by any  selling  holder  or any
               underwriter  participating  in any  disposition  pursuant to such
               registration  statement  and any  attorney,  accountant  or other
               agent  retained by any such selling  holder or  underwriter,  all
               financial and other records,  pertinent  corporate  documents and
               properties  of the Company,  and cause the  officers,  directors,
               employees and  independent  accountants  of the Company to supply
               all  information   reasonably   requested  by  any  such  seller,
               underwriter,  attorney,  accountant or agent in  connection  with
               such registration statement.

          (viii) Promptly notify the selling holder(s) and the underwriters,  if
               any,  of the  following  events  and (if  requested  by any  such
               person) confirm such  notification in writing:  (A) the filing of
               the prospectus or any prospectus  supplement and the registration
               statement and any amendment or post-effective  supplement thereto
               and,   with  respect  to  the   registration   statement  or  any
               post-effective   amendment   thereto,   the  declaration  of  the
               effectiveness  of  such  documents;   (B)  any  requests  by  the
               Commission  for  amendments or  supplements  to the  registration
               statement or the  prospectus or for additional  information;  (C)
               the issuance or threat of issuance by the  Commission of any stop
               order suspending the effectiveness of the registration  statement
               or the initiation of any  proceedings  for that purpose;  and (D)
               the receipt by the Company of any  notification  with  respect to
               the suspension of the qualification of the Shares for sale in any
               jurisdiction  or the  initiation  or threat of  initiation of any
               proceeding for such purposes.

          (ix) Make every  reasonable  effort to prevent  the entry of any order
               suspending the  effectiveness of the  registration  statement and
               obtain at the earliest possible moment the withdrawal of any such
               order, if entered.

          (x)  Cooperate  with the selling  holder(s) and the  underwriters,  if
               any,  to  facilitate  the  timely  preparation  and  delivery  of
               certificates  representing  the Shares to be sold and not bearing
               any  restrictive  legends,  and enable  such Shares to be in such
               lots and registered in such names as the underwriters may request
               at least  two (2)  business  days  prior to any  delivery  of the
               Shares to the underwriters.

          (xi) Provide a CUSIP  number  for all the  Shares  not later  than the
               effective date of the registration statement.

          (xii)Otherwise  use its best  efforts  to comply  with all  applicable
               rules  and  regulations  of the  Commission,  and make  generally
               available to its security holders earnings statements  satisfying
               the  provisions of Section 11(a) of the  Securities  Act no later
               than  forty  five  (45) days  after  the end of any  twelve-month
               period (or ninety (90) days, if such period is a fiscal year) (A)
               commencing  at the end of any fiscal  quarter in which the Shares
               are sold to underwriters  in a firm or best efforts  underwritten
               offering, or (B) if not sold to underwriters in such an offering,
               beginning  the first  month of the first  fiscal  quarter  of the
               Company  commencing  after the effective date of the registration
               statement,   which  statements  shall  cover  such   twelve-month
               periods.

     (c)  After the date  hereof,  the Company  shall not grant to any holder of
          securities  of  the  Company  any  registration  rights  which  have a
          priority  greater than or equal to those granted to Holder pursuant to
          this Warrant without the prior written consent of the Holder.

     (d)  Holder  agrees to use its best good  faith  efforts  to  cooperate  if
          Holder  is a  selling  unitholder.  The  Company's  obligations  under
          Subsection  10(a)  above  with  respect  to each  holder of Shares are
          expressly  conditioned upon such holder's furnishing to the Company in
          writing such information  concerning such holder and the terms of such
          holder's proposed offering as the Company shall reasonably request for
          inclusion in the registration statement. If any registration statement
          including any of the Shares is filed, then the Company shall indemnify
          each holder  thereof  (and each  underwriter  for such holder and each
          person,  if any, who controls such  underwriter  within the meaning of
          the Securities Act) from any loss, claim,  damage or liability arising
          out of, based upon or in any way relating to any untrue statement of a
          material fact contained in such registration statement or any omission
          to state  therein a material  fact  required  to be stated  therein or
          necessary to make the statements therein not misleading except for any
          such statement or omission  based on information  furnished in writing
          by such holder of the Shares expressly for use in connection with such
          registration  statement;  and such holder shall  indemnify the Company
          (and  each  of  its  officers  and   directors  who  has  signed  such
          registration  statement,  each  director,  each  person,  if any,  who
          controls the Company  within the meaning of the  Securities  Act, each
          underwriter for the Company and each person, if any, who controls such
          underwriter  within the meaning of the Securities  Act) and each other
          such holder against any loss, claim,  damage or liability arising from
          any  such  statement  or  omission  which  was made in  reliance  upon
          information  furnished in writing to the Company by such holder of the
          Shares  expressly  for  use  in  connection  with  such   registration
          statement.

     (e)  For purposes of this Section,  all of the Shares shall be deemed to be
          issued and outstanding.

11.  Certain Notices. In case at any time the Company shall propose to:

     (a)  declare any cash dividend upon its Units;

     (b)  declare  any  dividend  upon its  Units  payable  in stock or make any
          special dividend or other distribution to the holders of its Units;

     (c)  offer  for  subscription  to the  holders  of any  of  its  Units  any
          additional shares of stock in any class or other rights;

     (d)  reorganize,  or  reclassify  the equity  interests of the Company,  or
          consolidate,   merge  or  otherwise   combine  with  or  sell  all  or
          substantially all of its assets to, another corporation; or

     (e)  voluntarily  or  involuntarily  dissolve,  liquidate  or  wind  up the
          affairs of the  Company,then,  in any one or more of said  cases,  the
          Company  shall give to the Holder of this  Warrant,  by  certified  or
          registered  mail,  (i) at least twenty (20) days' prior written notice
          of the date on which the books of the Company  shall close or a record
          shall be taken for such dividend,  distribution or subscription rights
          or  for   determining   rights  to  vote  in   respect   of  any  such
          reorganization,   reclassification,   consolidation,   merger,   sale,
          dissolution,  liquidation  or winding up, and (ii) in the case of such
          reorganization,   reclassification,   consolidation,   merger,   sale,
          dissolution,  liquidation  or winding  up, at least  twenty (20) days'
          prior written  notice of the date when the same shall take place.  Any
          notice  required by clause (i) shall also specify,  in the case of any
          such dividend,  distribution or subscription rights, the date on which
          the  holders  of  Units  shall be  entitled  thereto,  and any  notice
          required by clause (ii) shall specify the date on which the holders of
          Units  shall be entitled to  exchange  their Units for  securities  or
          other property deliverable upon such reorganization, reclassification,
          consolidation,  merger, sale, dissolution,  liquidation or winding up,
          as the case may be.

12.  Prohibited  Sales.  Neither  Terry G.  Whitesell nor Timothy S. Durharn nor
     Marcus Kennedy (collectively,  the "Limited Partners") shall enter into any
     transaction  that would  result in the sale or pledge of any Units owned by
     the Limited Partners.

13.  Limitation on Interest.  The Company and Holder intend to conform  strictly
     to the usury laws in force that apply to this transaction. Accordingly, all
     agreements  between  the  Company  and  Holder,  whether  now  existing  or
     hereafter  arising and whether  written or oral, are hereby limited so that
     in no contingency,  whether by reason of  acceleration of the  indebtedness
     evidenced by the Note or otherwise,  shall the interest (and all other sums
     that are deemed to be  interest)  contracted  for,  charged or  received by
     Holder  with  respect  to such  indebtedness  exceed  the  maximum  rate of
     interest permitted to be charged under applicable law (the "Maximum Rate").
     The  Company and the Holder  stipulate  and  represent  that as of the date
     hereof  (the same  being the date of the  granting  of this  Warrant to the
     Holder),  the value of this Warrant,  as compensation for the use of money,
     is both  contingent (in the sense that the future  realization of any value
     from the  exercise of this  Warrant is  dependent  upon the  occurrence  of
     events  beyond the control of the  parties) and  speculative  (in the sense
     that the amount,  if any,  which will be realized upon the exercise of this
     Warrant is uncertain).  The Company and the Holder stipulate and agree that
     the terms and provisions  contained in this Warrant are not intended to and
     shall  never  be  construed  to  create  a  contract  to pay for  the  use,
     forbearance or detention of money or, if so construed,  to pay for the use,
     forbearance  or  detention  of money in an amount in excess of the  Maximum
     Rate  permitted to be charged.  Neither the Company nor any other party now
     or hereafter becoming liable for payment of the Note shall ever be required
     to pay  interest  on or with  respect to the Note in an amount in excess of
     the Maximum Rate that lawfully may be charged,  and the  provisions of this
     Section shall control over all other  provisions of this  Agreement and the
     Note. If the difference between (i) the Fair Market Value (determined as of
     the date hereof or such other date as required  by  applicable  law) of the
     Shares, and (ii) the Exercise Price with respect to such Shares, could ever
     be or is deemed  to  constitute  interest  in an amount  that,  when  taken
     together with the interest  otherwise  contracted for,  charged or received
     with respect to the Note, would exceed the Maximum Rate, the Exercise Price
     with  respect to the Shares shall  automatically  be increased by an amount
     equal to such  excess,  or if this Warrant has been  exercised,  the Holder
     shall, at the option of Holder,  either refund to the Company the amount of
     such  excess or credit  the amount of such  excess  against  the  principal
     balance of the Note.  All amounts not payable to Holder  under this Warrant
     on account of the foregoing  limitations  shall be retained by the Company,
     provided that, if at a later date prior to the termination of this Warrant,
     Holder  determines that a greater amount could lawfully be paid to it, then
     the Company shall  immediately  upon request of Holder,  pay to Holder such
     greater  amount up to an amount equal to the  aggregate of all amounts that
     were retained by the Company on account of such limitation on the amount of
     interest  that the Holder  could  receive  on or with  respect to any notes
     under  applicable  law.  All  interest  paid or agreed to be paid to Holder
     shall, to the extent  permitted by applicable law, be amortized,  prorated,
     allocated  and spread  throughout  the full period until payment in full of
     the principal of such indebtedness  (including the period of any renewal or
     extension  thereof) so that the  interest  for such full  period  shall not
     exceed  the  Maximum  Rate.  The  term  "applicable  law"  as  used in this
     Agreement  shall  mean  the  laws of the  State of Texas or the laws of the
     United States applicable to transactions in Texas, whichever laws allow the
     greater  rate of  interest  as such  laws now  exist or may be  changed  or
     amended or come into effect in the future.

14.  GOVERNING LAW;  VENUE;  SUBMISSION TO  JURISDICTION.  THIS WARRANT SHALL BE
     GOVERNED  BY AND  CONSTRUED  IN  ACCORDANCE  WITH THE LAWS OF THE  STATE OF
     TEXAS. THIS WARRANT IS PERFORMABLE BY THE PARTIES IN DALLAS COUNTY,  TEXAS.
     THE COMPANY AND HOLDER  EACH AGREE THAT DALLAS  COUNTY,  TEXAS SHALL BE THE
     EXCLUSIVE  VENUE FOR  LITIGATION  OF ANY DISPUTE OR CLAIM  ARISING UNDER OR
     RELATING TO THIS  WARRANT.  AND THAT SUCH COUNTY IS A  CONVENIENT  FORUM IN
     WHICH TO DECIDE ANY SUCH  DISPUTE OR CLAIM.  THE  COMPANY  AND HOLDER  EACH
     CONSENT  TO THE  PERSONAL  JURISDICTION  OF THE  STATE AND  FEDERAL  COURTS
     LOCATED IN DALLAS  COUNTY,  TEXAS FOR THE LITIGATION OF ANY SUCH DISPUTE OR
     CLAIM. THE COMPANY  IRREVOCABLY  WAIVES, TO THE FULLEST EXTENT PERMITTED BY
     LAW, ANY OBJECTION  WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE
     VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY
     SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT
     FORUM.


15.  Severability.  If any  provision(s)  of  this  Warrant  or the  application
     thereof to any person or circumstances shall be invalid or unenforceable to
     any extent,  the  remainder  of this  Warrant and the  application  of such
     provisions to other persons or circumstances  shall not be affected thereby
     and shall be enforced to the greatest extent permitted by law.

16.  Counterparts.  This  Warrant may be executed in any number of  counterparts
     and by different parties to this Warrant in separate counterparts,  each of
     which when so executed  shall be deemed to be an original  and all of which
     taken together shall constitute one and the same Warrant.

17.  WAIVER OF JURY  TRIAL.  THE  COMPANY  AND HOLDER  EACH  HEREBY  IRREVOCABLY
     WAIVES,  TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A
     TRIAL BY JURY IN RESPECT OF ANY  LITIGATION  DIRECTLY OR  INDIRECTLY AT ANY
     TIME  ARISING  OUT OF,  UNDER OR IN  CONNECTION  WITH THIS  WARRANT  OR ANY
     TRANSACTION CONTEMPLATED HEREBY OR ASSOCIATED HEREWITH.

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<PAGE>


     IN WITNESS WHEREOF,  the parties hereto have set their hands as of the date
first above written.

                                CHAMPION TRAILER COMPANY, L.P.,
                                an Indiana limited partnership

                                By:       Durham Whitesell & Associates, LLC,
                                          its general partner

                                By: /s/ Terry Whitesell
                                Name: Terry Whitesell
                                Title: Member


                                MARKPOINT EQUITY GROWTH FUND, J.V.
                                By:      The Markpoint Company, its managing
                                         venturer

                                By:  /s/ Tex Sekhon
                                President

     The undersigned  Limited Partners join in the execution of this Warrant for
the purposes of acknowledging and agreeing to be bound by Section 12 hereof.

                                By:  /s/ Timothy S. Durham
                                     Timothy S. Durham

                                By:  /s/ Terry G. Whitesell
                                     Terry G. Whitesell

                                By: /s/ Marcus Kennedy
                                    Marcus Kennedy