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                                                                   Exhibit 10.26

                                                               [BOMBARDIER LOGO]
INVENTORY SECURITY AGREEMENT
AND POWER OF ATTORNEY
                                                                     BOMBARDIER
                                                                         CAPITAL







1.  PARTIES: The parties to this Agreement are Bombardier Capital Inc. (BCI) and
the Dealer who has signed at the end of this Agreement ("Dealer").

2.  ADVANCES: At Dealer's request, BCI, at its option, will advance funds for
the acquisition of Dealer's Inventory (Inventory), or for such other purpose
satisfactory to BCI, secured, in whole part, by a security interest in the
Collateral described in Paragraph 4 below. In each case, BCI will send Dealer a
schedule or schedules as described in Paragraph 3 below. If Dealer does not
agree with the schedule(s), it must immediately notify BCI in writing of any
objections. Dealer's failure to notify BCI of its objections within seven (7)
days shall constitute an acceptance of the schedule(s).

3.  PAYMENT: Dealer shall repay BCI in accordance with either or a combination
of the following Plans, which shall be chosen at the sole discretion of BCI:
     a)   Pay As Sold Plan: BCI shall deliver to Dealer a schedule or schedules
          listing each item of Inventory on which BCI has advanced funds and the
          amount of the advance. Immediately upon the sale of each item of
          Inventory, Dealer will pay to BCI the total amount due on that item.
          Dealer will pay to BCI the total amount due on unsold Inventory within
          the period established from time to time by BCI or upon demand by BCI
          whichever first occurs and will pay such curtailments as BCI may
          require.
     b)   Scheduled Payment Plan: BCI shall deliver to Dealer a schedule or
          schedules listing the repayment terms for the Inventory on which it
          has advanced funds and the amount of the advance. Dealer will
          thereafter pay to BCI the payment due, when due or upon demand by BCI,
          whichever comes first, as shown on the schedule(s) BCI supplies
          Dealer.
Under either Plan, Dealer agrees that:
     a)   Dealer will pay BCI financing and service charges, insurance charges
          (if any), and late charges according to and upon receipt of the
          billing statements which BCI delivers to Dealer and within the time
          specified by BCI.
     b)   BCI, at its discretion, may at any time and without notice to Dealer
          apply or reapply any monies received from Dealer in payment of any
          Dealer's obligations or liabilities to BCI, in such order of
          application as BCI may determine.
     c)   The specific interest rate(s) charged to Dealer are stated on
          individual financial program letters, which letters may be obtained by
          the Dealer from BCI representatives. The interest rates charged at any
          given time are determined by the financial programs in force for the
          specific products that Dealer purchases under this Agreement, and
          Dealer and BCI agree that the rates charged may fluctuate over time
          and may vary depending on factors such as the type and brand of
          Inventory purchased, time of year, age of the Inventory, and/or
          payment habits of Dealer.
     d)   It is the intention of BCI to conform to all applicable laws governing
          the rates of interest that may be charged. If the amount contracted
          for, charged or received by BCI exceeds the maximum amount permitted
          by law, it is agreed that such excess will be considered an error and
          canceled immediately and, if already paid, shall be refunded to the
          Dealer or, at BCI's option, applied to other outstanding liabilities
          of Dealer to BCI.

4.  COLLATERAL:
     a)   In order to secure repayment to BCI of all extensions of credit made
          by BCI under this Agreement, and to secure payment of all other debts
          or liabilities and performance of all obligations of Dealer to BCI,
          whether now existing or hereafter existing, Dealer agrees that BCI
          shall have and hereby grants to BCI a security interest in all of the
          rights, titles and interests (whether now existing or hereafter
          arising or acquired from time to time) of the Dealer in, to and under
          all Inventory, including but not limited to, all goods manufactured
          and/or sold by any manufacturer, distributor or seller, which
          inventory is owned by Dealer or in which Dealer has an interest, the
          purchase of which was financed or floorplanned by BCI for the Dealer
          of whatever kind or nature, wherever located, and all returns,
          repossessions, exchanges, substitutions, replacements, attachments,
          parts, accessories and accessions thereto and thereof, and all other
          goods used or intended to be used in conjunction therewith and all
          proceeds and products thereof, and documents relating thereto (the
          "Collateral").

     b)   Dealer shall execute and deliver such financing statements and
          amendments thereto and all further

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          writings as BCI shall request to accomplish the purpose of this
          Agreement and Dealer shall bear all the costs of recording and
          perfection.

5.    DEALER'S DUTIES: Dealer agrees:
      a)  That upon purchase of each item of Inventory. Dealer shall deliver to
          BCI upon request, the Certificate of Title or Certificate of Origin
          issued for same, if any, and BCI shall have the right to have its
          lien, encumbrance or security interest noted thereon and/or retain
          such Certificate of Origin.
      b)  To sell and deliver Inventory only in the ordinary course of business
          and not to use, rent or dispose of Collateral except as herein
          provided, nor permit any encumbrance upon the Collateral without BCI's
          prior written consent.
      c)  To keep all Collateral in good order, repair and operating condition
          and to pay all transportation and storage charges on the Collateral.
      d)  To pay immediately all taxes, expenses, assessments and charges which
          may now or hereafter be levied or assessed against the Collateral.
      e)  To hold any funds and proceeds payable to BCI, in the same form as
          received, IN TRUST for BCI, separate and apart from Dealer's funds and
          goods. BCI shall apply all amounts so received from Dealer toward the
          payment of and liabilities of Dealer, in such order of application as
          BCI may determine.
      f)  To reimburse BCI for BCI's expense and cost incurred in connection
          with inspections of the Collateral, and its collection and
          administration costs.
      g)  That for purposes of determining the rate of charge hereunder, any
          other language herein to the contrary notwithstanding, charges shall
          be deemed to have been accrued and accruing from the date of purchase
          of each item of Inventory and shall be determined on an annualized
          basis (without regard to any "free-flooring period").
      h)  Dealer agrees to keep all Collateral insured against risks covered by
          standard forms of fire, theft and extended coverage insurance and such
          other risks as may be required by BCI, in such amounts and under such
          policies issued by such insurance company or companies as are
          satisfactory to BCI. BCI shall be named either as a co-insured or
          under a loss payable clause, to the extent its interest may appear.
          Should Dealer fail to procure such insurance upon request, BCI may,
          but is not obligated to, procure the same and collect the cost thereof
          from Dealer.
      i)  To keep all of the Collateral only at its place(s) of business
          referred to in Section 13 and to permit BCI to inspect the Collateral
          during Dealer's business hours and at other reasonable times and to
          inspect and make copies of Dealer's books and records.
      j)  Dealer shall at all times keep full and accurate records of its
          business and Dealer shall upon demand, furnish BCI all such
          information regarding Dealer's business and financial condition as BCI
          may reasonably request.
      k)  That BCI may hold any sums or monies belonging to the Dealer which
          come into the possession of BCI and may apply all or a portion of said
          sums or monies to any outstanding indebtedness, liabilities or
          obligations of the Dealer.

6.    POWER OF ATTORNEY: Dealer grants to BCI:
      a)  A power of attorney under which BCI may a) execute on behalf of Dealer
          any notes, chattel paper, UCC financing statements, amendments thereto
          and continuations thereof (or similar statements of notice,
          registration, amendment or continuation under the laws of any
          jurisdiction), or other writing in connection with this Agreement or
          the Collateral as BCI may require for the purpose of protecting,
          maintaining or enforcing the Collateral or the security interest
          granted to BCI in the Collateral and b) adjust, make, pursue, settle
          and collect any insurance claim in connection with this Agreement, as
          attorney-in-fact for Dealer.

7.    DEFAULT: The following shall constitute default under this Agreement:
      a)  Any breach or failure of Dealer to observe or perform any of its
          obligations, covenants or undertakings hereunder.
      b)  Misrepresentation by Dealer to BCI in connection with the business and
          financial condition of Dealer or relating to Collateral.

      c)  Death or dissolution of Dealer, or if any action or proceedings to
          dissolve Dealer be instituted.
      d)  Dealer becoming insolvent or making an assignment for the benefit of
          creditors, or if a Petition in Bankruptcy is filed by or against
          Dealer, or a complaint in equity or other proceedings for the
          appointment of a receiver for Dealer is filed, or if proceedings for
          reorganization or for composition with creditors under any law be
          instituted by or against Dealer, or if any or all of the goods of
          Dealer shall be attached.
      e)  BCI in good faith deems itself insecure.

      REMEDIES: If Dealer defaults, BCI can, at its option and without notice,
      demand immediate payment of all obligations under this Agreement and any
      other indebtedness owed to BCI. BCI shall have all the rights and remedies
      of a secured party under the Uniform Commercial Code in effect in the
      jurisdiction where the


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      Collateral is kept including, but not limited to, the right to enter any
      of Dealer's premises with or without legal process, but without force,
      and to take possession and remove the Collateral. At BCI's request and to
      the extent Dealer may lawfully do so, Dealer will assemble, prepare for
      removal and make available to BCI at a place to be designated by BCI
      which is reasonably convenient to both parties such items of Collateral
      as BCI may deem sufficient to cover all of Dealer's obligations to BCI.
      Dealer agrees that private sale of any item financed by BCI at the amount
      owed to BCI on that item, less a reasonable restocking charge shall be a
      commercially reasonable method of disposition. Five (5) days written
      notice of public sale date or the date after which a private sale may
      occur shall be a reasonable notice. BCI shall not be chargeable with
      responsibility for the accuracy or validity of any document or for the
      existence or value of any Collateral. Dealer further agrees to pay
      reasonable attorney's fees and legal expenses incurred by BCI in
      enforcing this Agreement after default by Dealer. To the extent not
      prohibited by law, Dealer waives all valuation and exemption laws and
      releases all right of appeal after payment in full.

9.    TIME AND ACKNOWLEDGEMENT: Time is of the essence in the performance of
      Dealer's duties, but the failure of BCI to enforce its rights under this
      Agreement shall not be deemed a waiver of BCI's rights under this
      Agreement. Dealer will not assert against BCI any claim or defense Dealer
      may have against any seller of goods to Dealer. Dealer acknowledges
      receipt of a copy of this Agreement.

10.   ASSIGNMENT: This Agreement may be assigned by BCI but Dealer may not
      assign this Agreement without the prior written consent of BCI.

11.   MODIFICATION: This Agreement may not be modified, altered or amended in
      any manner whatsoever, except by a further agreement in writing signed by
      both Dealer and BCI.

12.   GOVERNING LAW: The validity, enforceability and interpretation of this
      Agreement shall be governed by the laws of the State of New York.

13.   DEALER BUSINESS AND WAREHOUSE ADDRESSES: (Attach a schedule if more space
      required.)

        See Schedule A attached hereto.






Effective as of the_________day of____________________ 19__.

WITNESS:                                         DEALER:
(OR ATTEST)
                                                 HOMEMAX TENNESSEE, INC.
/s/ L. Curtis McCaskill, Jr.      HOMEMAX
----------------------------  TENNESSEE, INC.
L. Curtis McCaskill, Jr.         CORPORATE
----------------------------       SEAL
Secretary
                                                 By: /s/ Matthew S. Massarelli
                                                    ----------------------------
                                                 Name:  Matthew S. Massarelli

                                                 Title: President

Accepted by:
BOMBARDIER CAPITAL INC.

By: ______________________________________

Title:





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            ACKNOWLEDGMENT BY DEALER IF INDIVIDUAL(S) OR PARTNERSHIP






STATE OF _________________
COUNTY OF _______________




On this the ____ day of ________________,19 ____ before me personally appeared
__________________________ ____________________________________________________
known to me to be the person(s) whose name(s) is (are) subscribed to the
foregoing Inventory Security Agreement and Power of Attorney and acknowledged
that he (they) voluntarily executed the same for the purposes therein contained.

In Witness Whereof I Hereunto set my hand and Official Seal.


                                     __________________________________________
                                                 Notary Public




                ACKNOWLEDGMENT BY DEALER IF A CORPORATION OR LLC

STATE OF          North Carolina
                  ----------------------
COUNTY OF             Wake
                  ----------------------

On this the 29th of October, 1999. before me personally appeared Matthew S.
Massarelli who acknowledged himself to be the President of HomeMax Tennessee,
Inc., a corporation/LLC, and that he, being authorized by the Board of
Directors/Members, voluntarily executed the foregoing Inventory Security
Agreement and Power of Attorney for the purposes therein contained, by signing
the name of the corporation/LLC by himself.

In Witness Whereof I Hereunto set my hand and Official Seal.


                                                   /s/ Patricia Murphy
                                                --------------------------------
                                                        Notary Public
                                                My Commission expires 10/9/2002





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