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                                                                  EXHIBIT 10.28

                         INVENTORY REPURCHASE AGREEMENT


AGREEMENT between NATIONSCREDIT COMMERCIAL CORPORATION (herein called "NCC") and
BELLCREST HOMES, INC., herein called "Seller", a Corporation of Georgia.

     1.   In consideration of the mutual promises contained herein, the parties
          agree as follows:

          a)   "Inventory" means merchandise sold by Seller and financed by NCC
               under the terms of a Financing Agreement extended by Dealer in
               favor of NCC or more specifically identified as:

                               BELLCREST PRODUCTS

          b)   "Dealer" means any individual, partnership, firm, corporation, or
               other business entity that buys Inventory from Seller.

          c)   "Financing Agreement" means the written agreement and all related
               documentation including without limitation any note, chattel
               mortgage, security agreement, financing statement, or other
               writing pursuant to which NCC has executed inventory financing.

     2.   NCC from time to time will purchase or otherwise acquire invoices
          acceptable to NCC and arising out of the sale by Seller by Inventory
          to Dealers. Such invoices shall be purchased or otherwise acquired
          under the plans and at terms and rates of NCC in effect from time to
          time.

     3.   The Seller warrants that its invoices when presented represent a
          bonafide order by the Dealer, and its titles as shown are clear and
          free of all liens and encumbrances, and Dealer named has requested the
          Inventory to be financed by NCC. In the event that the purported sale
          from Seller to Dealer is not a bonafide sale of Inventory, or if the
          Inventory, at the time of delivery to Dealer, is subject to a lien in
          favor of Seller or anyone claiming under or through Seller, Seller
          shall repurchase from NCC, upon demand, the invoice(s) purchased or
          otherwise acquired from Seller by NCC for an amount equal to the then
          unpaid balance plus costs and expenses incurred by NCC in respect
          thereto, and any accrued and unpaid charges of NCC.

     4.   If NCC shall repossess or otherwise come into the possession of any
          inventory which is covered by a Financing Agreement, Seller agrees to
          repurchase from NCC, upon demand, such repossessed Inventory under the
          following terms and conditions.



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          (a)  This Agreement shall be binding as provided for one hundred
               percent (100%) of the Seller's invoice plus freight if approved
               and financed by NCC.

          (b)  In the event that the Dealer defaults in payment of his
               "Financing Agreement" with NCC, upon written notice from NCC to
               Seller that it has possession of the Inventory, the Seller will
               accept delivery from NCC from any point of repossession where the
               Seller's Inventory may be safely removed.

          (c)  The repurchase price shall first be determined on the basis of
               the Seller's invoice price plus freight if financed by NCC,
               excluding interest, finance and insurance charges.

               Additionally, if NCC is legally restrained from obtaining
               possession of the inventory because of bankruptcy or other legal
               action, the repurchase limitation period shall be extended until
               any order is removed plus sixty (60) days.

               The repurchase price is further determined by the length of time
               between the date of delivery of the inventory and the postmark
               date of NCC's written request to Seller to repurchase, as set
               forth in the schedule directly below.

                                           Inventory

               0 days through 365 days                                  100.0%
               366 days through 395 days                                 98.0%
               396 days through 425 days                                 96.0%
               426 days through 455 days                                 94.0%
               456 days through 485 days                                 92.0%
               486 days through 509 days                                 90.0%
               510 days and over                                          0.0%


          *    A 30 day grace period shall be added at 395 days, 425 days, 455
               days, 485 days, and 509 days to collect money due.

          (d)  The Inventory must be in new and unused condition except for any
               wear that is reasonable necessary or incidental to displaying it
               for sale or storing it. Seller will not be required to repurchase
               under this Agreement, any Inventory: (a) that has been refinanced
               by NCC, (b) where title thereto has been transferred or assigned
               to others by the Dealer, (c) where the Inventory has been paid
               for by the Dealer directly to Seller.

          (e)  On Inventory repurchased, in addition to the repurchase price,
               Seller will, (a) pay NCC interest



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               at the then prevailing Dealer rate, provided payment is not made
               to NCC within thirty (30) days from the date NCC provides Seller
               with written notification of possession and request to
               repurchase, (b) reimburse NCC for reasonable costs and expenses
               in connection with any repossession, not to exceed $100.00 for
               each product repossessed regardless of the number of products
               repossessed. All claims for repossession costs must be supported
               by receipts from NCC.

          (f)  If any specifically standard or accessory items listed on the
               invoice and supplied by the Seller, are missing from the product
               or the product is damaged, the repurchase price, in turn, will be
               adjusted and reduced accordingly by the Seller's cost for such
               items missing, or the Manufacturer's cost to repair the damage to
               the product.

     5.   Upon repurchasing any repossessed inventory under the terms of this
          Agreement, as a condition to payment of the repurchase price, NCC will
          convey to Seller all of its rights as a secured party in possession as
          outlined in the applicable section of the Uniform Commercial Code,
          free and clear of all liens and encumbrances. NCC agrees to defend and
          indemnify Seller against any and all third party claims arising out of
          a lien or encumbrance alleged to be superior to that of NCC.

     6.   If Seller, for any reason, fails to pay NCC as required by this
          Agreement, NCC shall have the right to set off obligation, if any, of
          NCC to Seller against obligations of Seller to NCC.

     7.   If not prohibited by the Law of jurisdiction in which enforcement is
          sought, Seller shall pay court costs and a reasonable Attorney's fee
          in the event NCC is required to enforce its rights hereunder against
          Seller through legal proceedings.

     8.   NCC may assign this Agreement, but Seller may not assign this
          Agreement without prior written consent of NCC. This Agreement shall
          inure to the benefit of, and bind the respective parties thereto,
          their successors and assigns, and shall be governed by the Law of the
          State where Seller is located.

     9.   This Agreement shall continue in force and effect until terminated by
          either party by notice to the other party, which notice, if given
          orally, shall be confirmed promptly in writing. Such termination shall
          not affect the rights and obligations of the parties as to any
          transactions entered into prior to the receipt of such notice of
          termination, including without limitation,



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          transactions which will not be completed until after the effective
          date of termination.


THIS AGREEMENT SHALL BECOME EFFECTIVE AS OF JANUARY 4, 1994.


NATIONSCREDIT COMMERCIAL CORPORATION                 BELLCREST HOMES. INC.


By:_________________________________                 By:______________________

Title:______________________________                 Title:___________________





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