<PAGE>
                                                                     EXHIBIT 4.4



                                    AGREEMENT


                  This Agreement (this "Agreement") dated as of March 29, 2002
is entered into by and between Champion Enterprises, Inc., a corporation
organized under the laws of Michigan (together with its successors, "Champion"),
and Fletcher International, Ltd., a company organized under the laws of Bermuda
(together with its successors, "Fletcher").

                  The parties hereto agree as follows:

                  1. Purchase and Sale. In consideration of and upon the basis
of the representations, warranties and agreements and subject to the terms and
conditions set forth in this Agreement:

                           (a)      Fletcher agrees to purchase from Champion
         for an aggregate purchase price of twenty-five million dollars
         ($25,000,000), and Champion agrees to sell to Fletcher on the Initial
         Closing Date (as defined below), in accordance with Section 2 below,
         (i) twenty-five thousand (25,000) shares (the "Initial Preferred
         Shares") of Champion's Series C Cumulative Convertible Preferred Stock
         (the "Series C Preferred Stock"), having the terms and conditions set
         forth in the Certificate of Rights and Preferences attached hereto as
         Annex A (the "Certificate of Rights and Preferences"), (ii) one warrant
         in the form attached hereto as Annex L (a "Warrant"), (iii) the
         Fletcher Rights as provided in Section 1(c) hereof, and (iv) the other
         rights described herein (including, but not limited to, the amendment
         to the Certificate of Rights and Preferences of Series B-1 Cumulative
         Convertible Preferred Stock of Champion Enterprises, Inc. as provided
         in Section 1(f) hereof and the extension of the Fletcher Rights Period
         (as defined in Section 1(c) of the Prior Agreement) as set forth in
         Section 1(g) hereof). Fletcher shall have the right to convert the
         outstanding Initial Preferred Shares into shares of Common Stock of
         Champion, par value one dollar ($1.00) (the "Common Stock"), in the
         manner, and subject to the terms, specified in this Agreement and in
         the Certificate of Rights and Preferences. Fletcher shall have the
         right to exercise the Warrant in the manner, and subject to the terms,
         specified in this Agreement and in the Warrant.

                           (b)      The closing (the "Initial Closing") of the
         sale of the Initial Preferred Shares and the Warrant shall occur on
         Tuesday, April 2, 2002, or at such other date and time as Fletcher and
         Champion shall mutually agree (such date, the "Initial Closing Date").

                           (c)      Champion grants Fletcher rights (the
         "Fletcher Rights") to require Champion to issue to it from time to
         time, in whole or in part, up to an aggregate of ten thousand (10,000)
         shares of Series C Preferred Stock (such shares shall collectively be
         referred to as the "Additional Preferred Shares" and together with the
         Initial Preferred Shares, the "Series C Preferred Shares") at a price
         of one thousand dollars ($1,000) per share for an aggregate purchase
         price for all Fletcher Rights of ten million dollars ($10,000,000).
         Fletcher shall have the right to convert the outstanding Additional
         Preferred Shares into shares of Common Stock in the manner, and subject
         to the terms, specified in this Agreement and in the Certificate of
         Rights and Preferences. To exercise
<PAGE>
         any Fletcher Rights, Fletcher shall deliver one or more written notices
         substantially in the form attached hereto as Annex B (a "Fletcher
         Notice") to Champion from time to time during the period commencing on
         the date hereof (the "Rights Commencement Date") and ending no later
         than sixty (60) Business Days after and excluding the Rights
         Commencement Date (the "Fletcher Rights Period"). Fletcher may deliver,
         in the aggregate, no more than four (4) Fletcher Notices. Upon
         satisfaction or, if applicable, waiver of the relevant conditions set
         forth in Sections 14 and 15 hereof, the closing of each exercise of
         Fletcher Rights (each, a "Subsequent Closing") shall take place on the
         date that is two (2) Business Days following and excluding delivery of
         the Fletcher Notice, or at such other date and time as Fletcher and
         Champion shall mutually agree (such date and time being referred to
         herein as the "Subsequent Closing Date," and together with the Initial
         Closing Date, each a "Closing Date"). Fletcher may, in its sole
         discretion and at any time, waive all or any part of the Fletcher
         Rights by delivering written notice to that effect to the Company.

                           (d)      The Warrant is exercisable into Common
         Shares in accordance with the terms and conditions set forth in the
         Warrant. The form of the "Warrant Exercise Notice" to be executed and
         delivered by Fletcher to Champion specified therein is attached as
         Exhibit 1 to the Warrant and the form of the "Warrant Exercise Delivery
         Notice" to be executed and delivered by Champion to Fletcher as
         specified therein is attached as Exhibit 2 to the Warrant.

                           (e)      Champion grants Fletcher the rights to
         redeem all or part of the Series C Preferred Shares (including any
         accrued and unpaid dividends), pursuant to the terms and conditions set
         forth in the Certificate of Rights and Preferences (the "Redemption
         Rights"), upon delivery of a notice of redemption in the form attached
         hereto as Annex C (the "Redemption Notice"). Under certain
         circumstances set forth in the Certificate of Rights and Preferences,
         Champion may satisfy its redemption obligations by delivering shares of
         Common Stock (the amount of which shall be determined pursuant to the
         terms and conditions set forth in the Certificate of Rights and
         Preferences) (the "Redemption Common Stock").

                           (f)      On the Initial Closing Date, Champion shall
         file with the Michigan Department of Consumer and Industry Services an
         Amended and Restated Certificate of Rights and Preferences of Series
         B-1 Cumulative Convertible Preferred Stock of Champion Enterprises,
         Inc., having the terms and conditions set forth in the First Amended
         and Restated Certificate of Rights and Preferences of Series B-1
         Cumulative Convertible Preferred Stock of Champion Enterprises, Inc.
         attached hereto as Annex M (the "Amended Series B-1 Certificate").
         Additionally, Annex N attached hereto shall replace in its entirety
         Annex A to the Prior Agreement (as defined below). Each Subsequent
         Certificate of Rights and Preferences (as defined in the Prior
         Agreement) shall have the same terms and conditions as set forth in
         Annex N, except as set forth in Section 1(c) of the Prior Agreement.

                           (g)      Fletcher and Champion hereby agree that the
         expiration of the Fletcher Rights Period (as defined in Section 1(c) of
         the Prior Agreement) shall be extended to December 31, 2004.



                                       2
<PAGE>

                           (h)      As used herein, the term "Common Shares"
         means the Redemption Common Stock and shares issuable upon conversion
         or redemption of or as dividends under the Series C Preferred Shares,
         and all other Common Stock issuable under the Certificate of Rights and
         Preferences, the Warrant or this Agreement; the term "Prior Agreement"
         means the Agreement dated as of June 29, 2001 between Champion and
         Fletcher; the term "Prior Common Shares" means the Common Shares (as
         that term is defined in the Prior Agreement); the term "Investment
         Securities" means the Series C Preferred Shares and the Warrant issued
         hereunder, and all Common Shares; the term "Business Day" means any day
         on which the Common Stock may be traded on the NYSE or, if not admitted
         for trading on the NYSE, on any day other than a Saturday, Sunday or
         holiday on which banks in New York City are required or permitted to be
         closed; and the term "NYSE" means the New York Stock Exchange, but if
         the New York Stock Exchange is not then the principal U.S. trading
         market for the Common Stock, or such other applicable common stock,
         then "NYSE" shall be deemed to mean the principal U.S. national
         securities exchange (as defined in the Securities Exchange Act of 1934,
         as amended (the "Exchange Act")) on which the Common Stock, or such
         other applicable common stock, is then traded, or if such Common Stock,
         or such other applicable common stock, is not then listed or admitted
         to trading on any national securities exchange but is designated as a
         national market system security or a Nasdaq SmallCap Market Security by
         the National Association of Securities Dealers, Inc. ("NASD"), then
         such market system, or if such Common Stock, or such other applicable
         common stock, is not listed or quoted on any of the foregoing, then the
         OTC Bulletin Board.

                  2. Initial Closing. The Initial Closing shall take place
initially via facsimile on the Initial Closing Date in the manner set forth
below; provided that original certificates representing shares of Series C
Preferred Stock and the Warrant shall be delivered via Federal Express or
another reputable overnight carrier to Fletcher as Fletcher instructs in
writing. At the Initial Closing, the following deliveries shall be made:

                           (a) Series C Preferred Stock. Champion shall deliver
         to Fletcher five (5) stock certificates, each representing five
         thousand (5,000) shares of Series C Preferred Stock, duly executed by
         Champion in definitive form, together with one Warrant duly executed by
         Champion in definitive form, in each case duly registered on the books
         of Champion in the name of "Bear Stearns Securities Corp., as Custodian
         for Bear Stearns International Limited, Pledgee of Fletcher
         International, Ltd." or, if otherwise instructed by Fletcher, of
         Fletcher or any of its affiliates, pledgees or assignees.

                           (b) Purchase Price. Fletcher shall cause to be wire
         transferred to Champion, in accordance with the instructions set forth
         in Section 20, the aggregate purchase price of twenty-five million
         dollars ($25,000,000) in immediately available United States funds.

                           (c) Closing Documents. The closing documents required
         by Sections 14 and 15 shall be delivered to Fletcher and Champion,
         respectively.

                           (d) Delivery Notice. An executed copy of the delivery
         notice in the form attached hereto as Annex E shall be delivered to
         Fletcher.



                                       3
<PAGE>
The deliveries specified in this Section 2 shall be deemed to occur
simultaneously as part of a single transaction, and no delivery shall be deemed
to have been made until all such deliveries have been made.

                  3. Subsequent Closing. Each Subsequent Closing shall take
place initially via facsimile on the Subsequent Closing Date in the manner set
forth below; provided that original certificates representing Additional
Preferred Shares shall be delivered via Federal Express or another reputable
overnight carrier to Fletcher as Fletcher instructs in writing. At each
Subsequent Closing, the following deliveries shall be made:

                           (a)      Additional Preferred Shares. Champion shall
         issue and deliver to Fletcher stock certificates, each representing
         five thousand (5,000) Additional Preferred Shares (except that to the
         extent the number of Additional Preferred Shares to be delivered is not
         evenly divisible by five thousand (5,000), one (1) stock certificate
         shall represent the remaining shares), duly executed by Champion, and
         shall register such shares in the shareholder register of Champion.

                           (b)      Purchase Price. Fletcher shall cause to be
         wire transferred to Champion, in accordance with the instructions set
         forth in Section 20, one thousand dollars ($1,000) per Additional
         Preferred Share, in the aggregate the "Additional Issuance Price" as
         specified in the applicable Fletcher Notice (the "Additional Issuance
         Price") payable on such Subsequent Closing Date, in immediately
         available United States dollars.

                           (c)      Closing Documents. The closing documents
         required by Sections 14 and 15 shall be delivered to Fletcher and
         Champion, respectively.

                           (d)      Delivery Notice. An executed copy of the
         delivery notice in the form attached hereto as Annex E shall be
         delivered to Fletcher.

The deliveries specified in this Section 3 shall be deemed to occur
simultaneously as part of a single transaction, and no delivery shall be deemed
to have been made until all such deliveries have been made.

                  4. Representations and Warranties of Champion. Champion hereby
represents and warrants to Fletcher on each Closing Date, as follows:

                           (a)      Champion has been duly incorporated and is
         validly existing in good standing under the laws of Michigan or, after
         the Initial Closing Date, if another entity has succeeded Champion in
         accordance with the terms hereof, under the laws of one of the states
         of the United States.

                           (b)      The execution, delivery and performance of
         this Agreement, the Certificate of Rights and Preferences and the
         Warrant (including the authorization, sale, issuance and delivery of
         the Investment Securities) have been duly authorized by all requisite
         corporate action and no further consent or authorization of Champion,
         its Board of Directors or its shareholders is required, except as
         otherwise contemplated by this Agreement.



                                       4
<PAGE>
                           (c)      This Agreement has been duly executed and
         delivered by Champion and, when this Agreement is duly authorized,
         executed and delivered by Fletcher, will be a valid and binding
         agreement enforceable against Champion in accordance with its terms,
         subject to bankruptcy, insolvency, reorganization, moratorium and
         similar laws of general applicability relating to or affecting
         creditors' rights generally and to general principles of equity. The
         issuance of the Investment Securities are not and will not be subject
         to any preemptive right or rights of first refusal that have not been
         properly waived or complied with.

                           (d)      Champion has full corporate power and
         authority necessary to (i) own and operate its properties and assets,
         execute and deliver this Agreement, (ii) perform its obligations
         hereunder and under the Certificate of Rights and Preferences and the
         Warrant (including, but not limited to, the issuance of the Investment
         Securities) and (iii) carry on its business as presently conducted and
         as presently proposed to be conducted. Champion and its subsidiaries
         are duly qualified and are authorized to do business and are in good
         standing as foreign corporations in all jurisdictions in which the
         nature of their activities and of their properties (both owned and
         leased) makes such qualification necessary, except for those
         jurisdictions in which failure to do so would not have a material
         adverse effect on the business affairs, assets, results of operations
         or prospects of Champion and its subsidiaries, taken as a whole. Set
         forth on Schedule 4(d) attached hereto, is a complete list of all
         subsidiaries of Champion as of the date hereof.

                           (e)      No consent, approval, authorization or order
         of any court, governmental agency or other body is required for
         execution and delivery by Champion of this Agreement or the performance
         by Champion of any of its obligations hereunder and under the
         Certificate of Rights and Preferences or the Warrant other than such as
         may already have been received.

                           (f)      Neither the execution and delivery by
         Champion of this Agreement nor the performance by Champion of any of
         its obligations hereunder and under the Certificate of Rights and
         Preferences or the Warrant:

                                    (i)      violates, conflicts with, results
                  in a breach of, or constitutes a default (or an event which
                  with the giving of notice or the lapse of time or both would
                  be reasonably likely to constitute a default) or creates any
                  rights in respect of any person under (A) the certificates of
                  incorporation or by-laws of Champion or any of its
                  subsidiaries, (B) any decree, judgment, order, or
                  determination of any court, governmental agency or body, or
                  arbitrator having jurisdiction over Champion or any of its
                  subsidiaries or any of their respective properties or assets
                  or any material law, treaty, rule or regulation, (C) the terms
                  of any bond, debenture, note, indenture, credit agreement or
                  any other evidence of indebtedness, or any material agreement,
                  stock option or other similar plan, lease, mortgage, deed of
                  trust or other instrument to which Champion or any of its
                  subsidiaries is a party, by which Champion or any of its
                  subsidiaries is bound, or to which any of the properties or
                  assets of Champion or any of its subsidiaries is subject, (D)
                  the terms of any "lock-up" or similar provision of any
                  underwriting or similar agreement to which Champion or any of
                  its subsidiaries is a party, (E) any



                                       5
<PAGE>
                  material rule or regulation of the NASD or the New York Stock
                  Exchange or any rule or regulation of the markets where
                  Champion's securities are publicly traded or quoted applicable
                  to Champion or the transactions contemplated hereby or (F) the
                  Rights Agreement by and between Champion and Harris Trust and
                  Savings Bank, dated January 9, 1996, except for such
                  violations, conflicts, breaches or defaults referred to in
                  clauses (B), (C), (D) and (E) that would not affect Champion's
                  ability to execute and deliver or to perform any of its
                  obligations under this Agreement, the Certificate of Rights
                  and Preferences or the Warrant; or

                                    (ii)     results in the creation or
                  imposition of any lien, charge or encumbrance upon any
                  Investment Securities or any material lien, charge or
                  encumbrance upon any of the properties or assets of Champion
                  or any of its subsidiaries.

                           (g)      Champion has validly reserved for issuance
         to Fletcher the Initial Preferred Shares, any Additional Preferred
         Shares and the Warrant under this Agreement and that number of shares
         of Common Stock equal to the Registrable Number (determined as if the
         Required Registration Statement were filed as of the date this
         representation is made). When issued to Fletcher against payment
         therefor, each Investment Security:

                                    (i)      will have been duly and validly
                  authorized, duly and validly issued, fully paid and
                  non-assessable;

                                    (ii)     will be free and clear of any
                  security interests, liens, claims or other encumbrances; and

                                    (iii)    will not have been issued or sold
                  in violation of any preemptive or other similar rights of the
                  holders of any securities of Champion.

                           (h)      As of the date hereof, Champion satisfies
         all maintenance criteria of the New York Stock Exchange and, after the
         Closing Date, Champion satisfies all maintenance criteria for the New
         York Stock Exchange, Nasdaq National Market, or American Stock
         Exchange, or has a valid exemption from such criteria of which it has
         previously notified Fletcher in writing. To the best knowledge of
         Champion, after due inquiry, no present set of facts or circumstances
         will (with the passage of time or the giving of notice or both or
         neither) cause any of the Common Stock to be delisted from the New York
         Stock Exchange. Within five (5) Business Days after and excluding the
         Initial Closing Date, all of the Covered Securities (as defined in
         Section 5(b)) will, when issued, be duly listed and admitted for
         trading on all of the markets where shares of Common Stock are traded,
         including the New York Stock Exchange. At each Subsequent Closing Date,
         all of the Covered Securities (as defined in Section 5(b)) will, when
         issued, be duly listed and admitted for trading on all of the markets
         where shares of Common Stock are traded, including one of the
         following: (i) the New York Stock Exchange, (ii) the Nasdaq National
         Market, or (iii) the American Stock Exchange.



                                       6
<PAGE>
                           (i)      There is no pending or, to the best
         knowledge of Champion, threatened action, suit, proceeding or
         investigation before any court, governmental agency or body, or
         arbitrator having jurisdiction over Champion or any of its affiliates
         that would materially affect the execution by Champion of, or the
         performance by Champion of its obligations under, this Agreement, the
         Certificate of Rights and Preferences or the Warrant.

                           (j)      Since March 31, 1998, none of Champion's
         filings with the United States Securities and Exchange Commission (the
         "SEC") under the Securities Act of 1933, as amended (the "Securities
         Act") or under Section 13(a) or 15(d) of the Exchange Act (each an "SEC
         Filing") contained any untrue statement of a material fact or omitted
         to state any material fact necessary in order to make the statements,
         in the light of the circumstances under which they were made, not
         misleading. Since March 31, 1998, there has not been any pending or, to
         the best knowledge of Champion, threatened action, suit, proceeding or
         investigation before any court, governmental agency or body, or
         arbitrator having jurisdiction over Champion or any of its affiliates
         that could cause a material adverse change in the condition, financial
         or otherwise, or in the business affairs, assets, results of operations
         or prospects of Champion, whether or not arising in the ordinary course
         of business, except as disclosed in Champion's SEC Filings on or before
         the date immediately prior to and excluding the date hereof. Since the
         date of Champion's most recent SEC Filing, there has not been any
         material adverse change in the condition, financial or otherwise, or in
         the business affairs, assets, results of operations or prospects of
         Champion, whether or not arising in the ordinary course of business.
         Except as set forth on Schedule 4(p) hereto, Champion's SEC Filings
         made before and excluding the date hereof fully disclose all material
         information concerning Champion and its subsidiaries.

                           (k)      The offer and sale of the Investment
         Securities to Fletcher pursuant to this Agreement will, subject to
         compliance by Fletcher with the applicable representations and
         warranties contained in Section 8 hereof and with the applicable
         covenants and agreements contained in Section 12 hereof, be made in
         accordance with an exemption from the registration requirements of the
         Securities Act and any applicable state law. Neither Champion nor any
         agent on its behalf has solicited or will solicit any offers to sell or
         has offered to sell or will offer to sell all or any part of the Series
         C Preferred Shares or the Warrant to any person or persons so as to
         bring the sale of such Series C Preferred Shares or the Warrant by
         Champion within the registration provisions of the Securities Act.

                           (l)      Immediately prior to the Initial Closing
         Date, the authorized capital stock of Champion consists of one hundred
         twenty million (120,000,000) shares of Common Stock, par value one
         dollar ($1.00), and five million (5,000,000) shares of preferred stock,
         no par value ("Preferred Stock") of which seven hundred and fifty
         thousand (750,000) are designated Series A Preferred Stock and twenty
         thousand (20,000) are designated Series B-1 Preferred Stock.
         Immediately prior to the Initial Closing Date, (A) forty-eight million
         five hundred sixty-five thousand two hundred eight (48,565,208) shares
         of Common Stock, no shares of Series A Preferred Stock and
         twenty-thousand (20,000) shares of Series B-1 Preferred Stock, were
         issued and outstanding, (B)




                                       7
<PAGE>
         eight million eighty-three thousand eight hundred thirty-one
         (8,083,831) shares of Common Stock, seven hundred and fifty thousand
         (750,000) shares of Series A Preferred Stock and twelve thousand
         (12,000) shares of Series B Preferred Stock are currently reserved and
         subject to issuance upon the exercise of outstanding stock options,
         warrants or other convertible rights, (C) no shares of Common Stock are
         held in the treasury of Champion, and (D) up to three hundred
         thirty-four thousand one hundred forty-seven (334,147) additional
         shares of Common Stock may be issued under the Champion Enterprises,
         Inc. Savings Plan. All of the outstanding shares of Preferred Stock and
         Common Stock are, and all shares of capital stock which may be issued
         pursuant to stock options, warrants or other convertible rights will
         be, when issued and paid for in accordance with the respective terms
         thereof, duly authorized, validly issued, fully paid and
         non-assessable, free of any preemptive rights in respect thereof and
         issued in material compliance with all applicable state and federal
         laws concerning issuance of securities. As of the date hereof, except
         as set forth above, and except for shares of Common Stock or other
         securities issued upon conversion, exchange, exercise or purchase
         associated with the securities, options, warrants, rights and other
         instruments referenced above, no shares of capital stock or other
         voting securities of Champion were outstanding, no equity equivalents,
         interests in the ownership or earnings of Champion or other similar
         rights were outstanding, and there were no existing options, warrants,
         calls, subscriptions or other rights or agreements or commitments
         relating to the capital stock of Champion or any of its subsidiaries or
         obligating Champion or any of its subsidiaries to issue, transfer, sell
         or redeem any shares of capital stock, or other equity interest in,
         Champion or any of its subsidiaries or obligating Champion or any of
         its subsidiaries to grant, extend or enter into any such option,
         warrant, call, subscription or other right, agreement or commitment.
         Attached hereto as Schedule 4(l) is a true and correct list as of the
         date of this Agreement of all outstanding options, warrants, calls,
         subscriptions and other rights or agreements or commitments relating to
         the issuance of additional shares of capital stock of Champion and with
         respect to each a description of the number and class of securities and
         the exercise price thereof.

                           (m)      Solvency. The sum of the assets of Champion,
         at a fair valuation, exceeds its liabilities. Champion has sufficient
         capital with which to conduct its business as presently conducted and
         as proposed to be conducted and Champion has not incurred debts, and
         does not intend to incur debts, beyond its ability to pay such debts as
         they mature. For purposes of this paragraph, "debt" means any liability
         on a claim, and "claim" means (x) a right to payment, whether or not
         such right is reduced to judgment, liquidated, unliquidated, fixed,
         contingent, matured, unmatured, disputed, undisputed, legal, equitable,
         secured, or unsecured, or (y) a right to an equitable remedy for breach
         of performance if such breach gives rise to a payment, whether or not
         such right to an equitable remedy is reduced to judgment, fixed,
         contingent, matured, unmatured, disputed, undisputed, secured, or
         unsecured.

                           (n)      Audited Financials. Attached hereto as Annex
         F is a true, correct and complete copy of (i) the report of
         PricewaterhouseCoopers LLP dated February 8, 2002, together with the
         accompanying consolidated financial statements and schedules of
         Champion at December 29, 2001 and the results of Champion's operations
         and cash flows for each of the three (3) years in the period ended
         December 29, 2001, as such




                                       8
<PAGE>
         report appears in the Annual Report on Form 10-K for the fiscal year
         ended December 29, 2001 filed by Champion with the SEC (the "Auditor
         Report") and (ii) the written consent of PricewaterhouseCoopers LLP to
         the inclusion of its report described in clause (i) herein.

                           (o)      Equivalent Value. As of the Initial Closing
         Date, the consideration that Champion is receiving from Fletcher is
         equivalent in value to the consideration Fletcher is receiving from
         Champion pursuant to this Agreement. As of the Initial Closing Date,
         under the terms of this Agreement, Champion is receiving fair
         consideration from Fletcher for the agreements, covenants,
         representations and warranties made by Champion to Fletcher.

                           (p)      No Non-Public Information. Except as set
         forth on Schedule 4(p) attached hereto, Fletcher has not requested from
         Champion, and Champion has not furnished to Fletcher, any material
         non-public information or confidential information that may constitute
         material non-public information concerning Champion or its
         subsidiaries.

                           (q)      Restatement Notices. As of each Subsequent
         Closing Date, Champion has provided Fletcher with all Restatement
         Notices (as defined in the Certificate of Rights and Preferences)
         required to be delivered following a Restatement (as defined in the
         Certificate of Rights and Preferences).

                  5. Registration Provisions.

                           (a)     Champion shall at its own expense and as soon
as practicable, but in no event later than three (3) Business Days after and
excluding the earlier of (a) any Subsequent Closing Date or the date on which
Fletcher waives any of the Fletcher Rights if (i) after such date there are no
additional Fletcher Rights outstanding and unexercised by Fletcher and (ii) the
Company shall have consummated the first stage of the transaction described in
Schedule 4(p) hereto(1) or shall have decided to abandon such transaction, or
(b) the date of expiration of the Fletcher Rights Period (such earlier date to
be referred to as the "Rights Completion Date"), file a registration statement
(the "Required Registration Statement")) under the Securities Act covering the
resale of all of the Initial Common Shares (as defined below) and any Additional
Common Shares (as defined below) and shall use its best efforts to cause such
Required Registration Statement to be declared effective as soon as practicable
and in all events no later than ninety (90) calendar days following, and
including, the Rights Completion Date (the "Required Registration Date"). The
obligations to have such Required Registration Statement declared effective and
to maintain such effectiveness as provided in this Section 5 are referred to
herein as the "Registration Requirement." Champion shall register pursuant to
such Required Registration Statement not less than the number of shares of
Common Stock equal to 1.5 times the total number of Common Shares issued or
issuable for which such Required Registration Statement is filed, whether upon
exercise, conversion or redemption, within the year following the Required
Registration Date or otherwise on an as-converted basis as of such date (the
"Registrable

---------------------
(1) Schedule 4(p) shall describe the notes offering in stages. The first stage
shall be completion of the 144A placement.


                                       9
<PAGE>
Number"). Champion shall promptly amend such Required Registration Statement
(or, if necessary, file a new registration statement (such new registration
statement to be deemed an additional "Required Registration Statement" for
purposes of this Agreement)) at any time that the number of Common Shares for
which such Required Registration Statement was filed exceeds eighty percent
(80%) of the number of shares then registered so that the Registrable Number (as
determined on such date) of shares of Common Stock shall be registered and
freely tradable. "Additional Common Shares" (and each an "Additional Common
Share") means all shares of Common Stock issued and issuable upon conversion or
redemption of or as dividends under the Additional Preferred Shares. "Initial
Common Shares" (and each an "Initial Common Share") means all Common Shares
excluding the Additional Common Shares.

                           (b) Each Initial Common Share and each Additional
Common Share is a "Covered Security." Champion shall provide prompt written
notice to Fletcher when any Required Registration Statement has been declared
effective by the SEC.

                           (c) Champion will use its best efforts to: (A) keep
the Required Registration Statement effective until the earlier of (x) the later
of (i) the second anniversary of the date of expiration of the Fletcher Rights
Period, or (ii) such time as all of the Covered Securities issued or issuable to
Fletcher can be sold by Fletcher or any of its affiliates within a three
(3)-month period without compliance with the registration requirements of the
Securities Act pursuant to Rule 144 under the Securities Act ("Rule 144") or (y)
the date all of the Covered Securities issued or issuable shall have been sold
by Fletcher (such later period, the "Registration Period"); (B) prepare and file
with the SEC such amendments and supplements to the Required Registration
Statement and the prospectus used in connection with the Required Registration
Statement (as so amended and supplemented from time to time, the "Prospectus")
as may be necessary to comply with the provisions of the Securities Act with
respect to the disposition of all Covered Securities by Fletcher or any of its
affiliates; (C) furnish such number of Prospectuses and other documents incident
thereto, including any amendment of or supplement to such Prospectus, as
Fletcher from time to time may reasonably request; (D) cause all Covered
Securities to be listed on each securities exchange and quoted on each quotation
service on which similar securities issued by Champion are then listed or
quoted; (E) provide a transfer agent and registrar for all Covered Securities
and a CUSIP number for all Covered Securities; (F) otherwise comply with all
applicable rules and regulations of the SEC, the New York Stock Exchange and any
other exchange or quotation service on which the Covered Securities are
obligated to be listed or quoted under this Agreement; and (G) file the
documents required of Champion and otherwise obtain and maintain requisite blue
sky clearance in (x) New York and all other jurisdictions in which any of the
shares of Common Stock were originally sold and (y) all other states specified
in writing by Fletcher, provided, however, that as to this clause (y), Champion
shall not be required to qualify to do business or consent to service of process
in any state in which it is not now so qualified or has not so consented.
Fletcher shall have the right to approve the description of the selling
shareholder, plan of distribution and all other references to Fletcher contained
in the Required Registration Statement and Prospectus.

                           (d) Champion shall furnish to Fletcher upon request a
reasonable number of copies of a supplement to or an amendment of the Prospectus
as may be necessary in order to facilitate the public sale or other disposition
of all or any of the Covered Securities by Fletcher or any of its affiliates
pursuant to the Required Registration Statement.



                                       10
<PAGE>
                           (e) With a view to making available to Fletcher and
its affiliates the benefits of Rule 144 and Form S-3 under the Securities Act,
Champion covenants and agrees to: (A) make and keep available adequate current
public information (within the meaning of Rule 144(c)) concerning Champion,
until the earlier of (x) the second (2nd) anniversary of the date of expiration
of the Fletcher Rights Period or (y) such date as all of the Covered Securities
shall have been resold by Fletcher or any of its affiliates; and (B) furnish to
Fletcher upon request, as long as Fletcher owns any Covered Securities, (x) a
written statement by Champion that it has complied with the reporting
requirements of the Securities Act and the Exchange Act, (y) a copy of the most
recent annual or quarterly report of Champion, and (z) such other information as
may be reasonably requested in order to avail Fletcher and its affiliates of
Rule 144 or Form S-3 with respect to such Covered Securities.

                           (f) Notwithstanding anything else in this Section 5,
if, at any time during which a Prospectus is required to be delivered in
connection with the sale of any Covered Security, Champion determines in good
faith that a development has occurred or a condition exists as a result of which
the Required Registration Statement or Prospectus contains a material
misstatement or omission, or that a material transaction in which Champion is
engaged or proposes to engage would require an amendment to the Required
Registration Statement, a supplement to such Prospectus, or a filing under the
Exchange Act or other public disclosure of material information and the
disclosure of such transaction would be premature or injurious to the
consummation of the transaction, Champion will immediately notify Fletcher
thereof by telephone and in writing. Upon receipt of such notification, Fletcher
and its affiliates will immediately suspend all offers and sales of any Covered
Security pursuant to such Required Registration Statement. In such event,
Champion will amend or supplement such Required Registration Statement and
Prospectus or make such filings or public disclosures as promptly as practicable
and will use its best efforts to take such other steps as may be required to
permit sales of all Covered Securities thereunder by Fletcher and its affiliates
in accordance with applicable federal and state securities laws. Champion will
promptly notify Fletcher after it has determined in good faith that such sales
have become permissible in such manner and will promptly deliver copies of the
Required Registration Statement and Prospectus (as so amended or supplemented,
if applicable) to Fletcher in accordance with paragraphs (c) and (d) of this
Section 5. Notwithstanding the foregoing, (A) under no circumstances shall
Champion be entitled to exercise its right to suspend sales of any Covered
Securities as provided in this Section 5(f) and Section 5(f) of the Prior
Agreement and pursuant to the Required Registration Statement for more than a
total of sixty (60) days in any twelve (12)-month period, (B) the period during
which such sales may be suspended (each a "Blackout Period") at any time shall
not exceed thirty (30) days, and (C) no Blackout Period may commence less than
thirty (30) days after the end of (i) the preceding Blackout Period or (ii) the
preceding Blackout Period (as that term is defined in the Prior Agreement).

                           (g) Upon the commencement of a Blackout Period
pursuant to this Section 5, Fletcher will notify Champion of any contract to
sell, assign, deliver or otherwise transfer any Covered Security (each a "Sales
Contract") that Fletcher or any of its affiliates has entered into prior to the
commencement of such Blackout Period and that would require delivery of such
Covered Securities during such Blackout Period, which notice will contain the
aggregate sale price and volume of Covered Securities pursuant to such Sales
Contract. Upon receipt of such notice, Champion will immediately notify Fletcher
of its election either (i) to terminate the





                                       11
<PAGE>
Blackout Period and, as promptly as practicable, amend or supplement the
Required Registration Statement or Prospectus in order to correct the material
misstatement or omission and deliver to Fletcher copies of such amended or
supplemented Required Registration Statement and such Prospectus in accordance
with paragraphs (c) and (d) of this Section 5, or (ii) to continue the Blackout
Period in accordance with this paragraph. If Champion elects to continue the
Blackout Period (and, in any case, if a Blackout Period continues), and Fletcher
or any of its affiliates are therefore unable to consummate the sale of Covered
Securities pursuant to the Sales Contract, Champion will promptly indemnify each
Fletcher Indemnified Party (as such term is defined in Section 18(a) below)
against any Proceeding (as such term is defined in Section 18(a) below) that
each Fletcher Indemnified Party may incur arising out of or in connection with
Fletcher's breach or alleged breach of any such Sales Contract, and Champion
shall reimburse each Fletcher Indemnified Party for any reasonable costs or
expenses (including reasonable legal fees) incurred by such party in
investigating or defending any such Proceeding.

                           (h) In addition to any other remedies available to
Fletcher under this Agreement or at law or equity, if the Required Registration
Statement has not been declared effective by the Required Registration Date or
the Required Registration Statement is not available with respect to all Covered
Securities at any time on or after the Required Registration Date (except during
a Blackout Period permitted under Section 5(f)), then the Conversion Price (as
defined in the Certificate of Rights and Preferences) and the Warrant Price (as
defined in the Warrant) shall be permanently decreased by one fifteenth of one
percent (1/15 of 1%) for each day, compounded monthly, that the Required
Registration Statement is not available with respect to all Covered Securities
(except during a Blackout Period permitted under Section 5(f)).


                  6. "Market Stand-Off" Agreement. If requested by Champion and
an underwriter in a firm commitment underwritten public offering of Common Stock
with net proceeds of at least twenty-five million dollars ($25,000,000) to
Champion, after underwriter's discounts or commissions and other fees or
expenses, Fletcher shall not sell any Common Stock (other than Common Stock
included in the registration) during the ninety (90) day period (or such shorter
period, if so notified by Champion in writing) following the effective date of a
registration statement of Champion filed under the Securities Act, provided
that:

                           (a) such agreement shall only apply to registration
statements of Champion including securities to be sold on its behalf to the
public in an underwritten offering where the effective date of any such
registration statement shall not occur before the first anniversary of the
effective date of the immediately prior registration statement with respect to
which Fletcher was required to provide such agreement;

                           (b) all officers and directors of Champion and all
purchasers or subsequent holders of Offered Shares (other than subsequent
holders who acquire such securities through bona fide purchases in the public
market) are bound by and have entered into similar agreements; and

                           (c) Champion shall (and shall cause such underwriter
to) use best efforts to cause such stand-off period not to exist or, if it does
exist, to terminate at the earliest practicable date.




                                       12
<PAGE>
The obligations described in this Section 6 shall not apply to a registration
relating solely to employee benefit plans on Form S-1 or Form S-8 or similar
forms that may be promulgated in the future, or a registration relating solely
to a transaction on Form S-4 or similar forms that may be promulgated in the
future. Nothing in this Section 6 shall be deemed to limit Fletcher's right to
engage in assignments, pledges, hypothecations and non-sale transfers of Common
Stock (including, but not limited to, in connection with financing or hedging
transactions) and to deliver Common Stock in connection with such transactions.
This Section 6 supersedes Section 6 of the Prior Agreement.

                  7. Conversion and Redemption of Preferred Shares.

                           (a)      Preferred Shares and Additional Preferred
         Shares are convertible and redeemable into Common Shares in accordance
         with the terms and conditions set forth in Section 6 of the Certificate
         of Rights and Preferences. The form of the "Preferred Stock Conversion
         Notice" to be executed and delivered by Fletcher to Champion as
         specified therein is attached hereto as Annex G and the form of the
         "Preferred Stock Conversion Delivery Notice" to be executed and
         delivered by Champion to Fletcher as specified therein is attached
         hereto as Annex H.

                           (b)      If the number of Common Shares issued and
         issuable under this Agreement (including, but not limited to, all
         Common Shares issued or issuable upon conversion or redemption
         (notwithstanding any limitations on redemption on any date) of Series C
         Preferred Shares issued or issuable under this Agreement and the
         Warrant) on the date of any Preferred Stock Conversion Notice,
         Redemption Notice or Warrant Notice Date (as defined in the Warrant)
         (each a "Fletcher Notice Date") would result in Fletcher receiving more
         than seventeen and one-half percent (17.5%) of the shares of Common
         Stock outstanding as of the date of this Agreement (the "Original
         Number") and Fletcher's receipt of twenty percent (20%) or more of the
         Original Number would require the approval (the "Required Consent") of
         the holders of Common Stock pursuant to the listing requirements or
         rules of the NYSE, Champion (A) shall not issue Common Shares (the
         "Issuance Blockage") to the extent that the total number of Common
         Shares issued hereunder would exceed nineteen and ninety-nine
         one-hundredths percent (19.99%) of the Original Number, (B) shall
         notify Champion's shareholders of a shareholder meeting for the purpose
         of voting on the Required Consent within twenty (20) Business Days from
         and including the Fletcher Notice Date, which meeting shall be held on
         or before the sixtieth (60th) calendar day after the Fletcher Notice
         Date, and (C) shall otherwise use its best efforts to obtain, on or
         before the sixtieth (60th) day after the Fletcher Notice Date, the
         Required Consent for the issuance of all Common Shares issued or
         issuable under this Agreement (including, but not limited to, all
         Common Shares issued or issuable upon conversion or redemption of
         Series C Preferred Shares issued or issuable under this Agreement or
         upon exercise of the Warrant) including, but not limited to,
         recommending to Champion's shareholders that such shareholders give the
         Required Consent and not withdrawing such recommendation.
         Notwithstanding anything else in this paragraph, if at any time before
         the Required Consent has been obtained, or if Champion otherwise does
         not have sufficient authorized shares to fulfill its obligation, (i)
         Fletcher shall have the right to convert and redeem (subject to any
         restrictions on redemption) Series C Preferred Shares and exercise the
         Warrant, the conversion,




                                       13
<PAGE>
         redemption or exercise of which would not cause the total number of
         shares issued hereunder and under the Warrant to exceed nineteen and
         ninety-nine one-hundredths percent (19.99%) of the Original Number (or
         up to the total number of available authorized shares, if less) into
         Common Stock and (ii) Fletcher shall have the right to convert and
         redeem up to that amount of the Series C Preferred Shares and exercise
         the Warrant (regardless of any remaining time period that must pass
         before redemption may occur under the Certificate of Rights and
         Preferences), the conversion, redemption or exercise of which would
         cause the total number of shares issued hereunder to exceed nineteen
         and ninety-nine one-hundredths percent (19.99%) of the Original Number
         or that number which is unavailable for issuance, as the case may be,
         into the rights described herein (the "Excess Rights"). Fletcher shall
         exercise such right to obtain Excess Rights by delivering one or more
         written notices in the form attached hereto as Annex I (an "Excess
         Rights Notice") to Champion from time to time. The stated value of the
         Excess Rights shall be an amount equal to the product of (A) the
         Average Price on the Excess Notice Date multiplied by (B) the number of
         Common Shares that would be issuable in respect of such conversion but
         for the Issuance Blockage (without regard to any requirement to deliver
         a 65 Day Notice). At any time on or after the date of the first Excess
         Rights Notice, Fletcher may, at its sole option, convert its Excess
         Rights into a new series of Additional Preferred Shares. "Average
         Price" means (A) the daily volume weighted average price on the NYSE
         or, if no such sale takes place on such date, the average of the
         closing bid and asked prices on the NYSE thereof on such date, in each
         case as reported by Bloomberg, L.P. (or by such other entity as
         Fletcher and Champion may agree), or (B) if such Common Stock is not
         then listed or admitted to trading on the NYSE, the higher of (1) the
         book value per share thereof as determined by any firm of independent
         public accountants of recognized standing selected by the Board of
         Directors of Champion as of the last day of any month ending within
         sixty (60) days preceding the date as of which the determination is to
         be made and (2) the fair value per share thereof determined in good
         faith by the Board of Directors of Champion of a date which is within
         ten (10) days of the date as of which the determination is to be made.
         Although it is the intent and view of the parties to this Agreement
         that the transactions contemplated in this Agreement are to be treated
         as independent of the transactions contemplated under the Prior
         Agreement, in the event such transactions are deemed to be related
         transactions pursuant to the listing requirements and rules of the NYSE
         by the NYSE, the provisions of this Section 7(b) and of Section 7(b) of
         the Prior Agreement (including, but not limited to, the obligation to
         obtain the Required Consent) shall be deemed to apply to the number of
         Common Shares in the aggregate issued and issuable pursuant to the
         Prior Agreement and this Agreement.

                           (c)      The aggregate number of Common Shares
         issuable upon conversion or redemption of the Series B Preferred
         Shares, the Series C Preferred Shares and exercise of the Warrant, when
         combined with all shares of Common Stock then beneficially owned (as
         determined pursuant to Exchange Act Rule 13d-3) by Fletcher, shall not
         exceed the Maximum Number of shares of Common Stock. The "Maximum
         Number" equals the sum of 4,720,000 plus the Exercisable Number. The
         "Exercisable Number" is initially zero (0) and thereafter may be
         increased upon expiration of a sixty-five (65) day period (the "Notice
         Period") after Fletcher delivers a notice (a "65 Day Notice") to
         Champion designating an aggregate number of Common Shares in excess of





                                       14
<PAGE>

         the Maximum Number which shall be issuable upon conversion or
         redemption of the Series B Preferred Stock and the Series C Preferred
         Shares and exercise of the Warrant. A 65 Day Notice may be given at any
         time. From time to time following the Notice Period, Common Stock may
         be issued to Fletcher on any Business Day for any quantity of Common
         Stock, such that the aggregate number of shares of Common Stock issued
         hereunder is less than or equal to the Maximum Number. Nothing in this
         Section 6(c) shall limit or apply to the creation or conversion of
         Excess Rights under Section 6(b) hereunder or under the Prior
         Agreement. This Section 7(c) amends and supersedes Section 7(c) of the
         Prior Agreement.

                  8. Representations and Warranties of Fletcher. Fletcher hereby
represents and warrants to Champion on each Closing Date:

                           (a)      Fletcher has been duly incorporated and is
         validly existing under the laws of Bermuda.

                           (b)      The execution, delivery and performance of
         this Agreement by Fletcher have been duly authorized by all requisite
         corporate action and no further consent or authorization of Fletcher,
         its Board of Directors or its shareholders is required. This Agreement
         has been duly executed and delivered by Fletcher and, when duly
         authorized, executed and delivered by Champion, will be a valid and
         binding agreement enforceable against Fletcher in accordance with its
         terms, subject to bankruptcy, insolvency, reorganization, moratorium
         and similar laws of general applicability relating to or affecting
         creditors' rights generally and to general principles of equity.

                           (c)      Fletcher understands that no United States
         federal or state agency has passed on, reviewed or made any
         recommendation or endorsement of the Investment Securities.

                           (d)      Fletcher is an "accredited investor" as such
         term is defined in Regulation D promulgated under the Securities Act.

                           (e)      Fletcher is purchasing the Investment
         Securities for its own account for investment only and not with a view
         to, or for resale in connection with, the public sale or distribution
         thereof in the United States, except pursuant to sales registered under
         the Securities Act or an exemption therefrom.

                           (f)      Fletcher understands that the Investment
         Securities are being or will be offered and sold to it in reliance on
         specific exemptions from the registration requirements of United States
         federal securities laws and that Champion is relying on the truth and
         accuracy of, and Fletcher's compliance with, the representations,
         warranties, agreements, acknowledgments and understandings of Fletcher
         set forth herein in order to determine the availability of such
         exemptions and the eligibility of Fletcher to acquire the Investment
         Securities.

                           (g)      Fletcher has had access to documents
         publicly filed with the SEC by Champion, and has been given a
         reasonable opportunity to ask questions of Champion's officers
         regarding publicly available information concerning Champion.



                                       15
<PAGE>
                           (h)      Fletcher hereby waives its right of first
         offer contained in Section 9 of the Prior Agreement with respect to the
         transactions contemplated by this Agreement.

                  9. Right of First Offer. Subject to the terms and conditions
specified in this Section 9, Champion hereby grants to (i) Fletcher or (ii) any
affiliate or wholly-owned subsidiary of Fletcher (collectively, the "First Offer
Shareholders"), a right of first offer with respect to future sales by Champion
of its Offered Shares (as hereinafter defined). The term "Offered Shares" means
any shares of, or securities convertible into or exercisable or exchangeable for
any shares of, any class of its capital stock where the aggregate number of
shares or price per share of such capital stock issuable at closing, or upon
conversion, redemption exercise, exchange or otherwise, cannot be determined as
of the date such agreement is entered into or is subject to change as of any
date for any reason other than stock splits, recombinations, stock dividends or
the like. Each time Champion has a bona fide intention to offer to sell to a
third party any Offered Shares, Champion shall first negotiate with the First
Offer Shareholders to sell such Offered Shares in accordance with the following
provisions:

                           (a)      Champion shall deliver a notice in
         accordance with Section 20 of this Agreement ("Offer Notice") to
         Fletcher stating (i) its bona fide intention to offer such Offered
         Shares, (ii) the number of such Offered Shares proposed to be offered
         and (iii) the price and terms upon which it proposes to offer such
         Offered Shares.

                           (b)      For three (3) Business Days after delivery
         of the Offer Notice, Champion shall negotiate exclusively and in good
         faith with the First Offer Shareholders with respect to the proposed
         sale of Offered Shares and Champion shall not enter into or continue
         negotiations with, respond to, furnish information to, or consummate
         any transaction with any person or entity concerning any transaction
         regarding any shares of, or securities convertible into or exercisable
         or exchangeable for any shares of, any class of its capital stock.

                           (c)      Within three (3) Business Days after
         delivery of the Offer Notice, the First Offer Shareholders may elect by
         delivering a written notice to Champion, to purchase or obtain, at the
         price and on the terms specified in the Offer Notice (or on terms that
         are substantially similar to, or more favorable to Champion than, the
         terms contained in the Offer Notice), all but not less than all of the
         Offered Shares; provided, that Champion shall use commercially
         reasonable efforts to cause the First Offer Shareholders to be able to
         participate in the purchase of the Offered Shares to the extent the
         First Offer Shareholders desire to do so. If the Offer Notice specifies
         consideration other than cash is to be paid for the Offered Shares, the
         First Offer Shareholders may, at their sole option, (if they choose to
         purchase such Offered Shares) deliver either of (i) such consideration
         or (ii) cash equal to the fair market value of such consideration on
         the date and at the time such offer is accepted. The closing of any
         such transaction shall occur not later than twenty (20) Business Days
         after Champion receives written notice of such election. If the First
         Offer Shareholders do not so elect within three (3) days after delivery
         of the Offer Notice or if Champion and the First Offer Shareholders are
         unable to reach agreement on the terms of a sale of the Offered Shares
         to the First Offer Shareholders, then Champion may sell the Offered
         Shares to any Person at the price and




                                       16
<PAGE>
         on terms that are no less favorable to Champion than the terms
         contained in the Offer Notice within ninety (90) days after the date of
         the Offer Notice.

                           (d)      The right of first offer in this Section 9
         shall not be applicable to any issuance or sale of the following
         securities:

                                    (i)      Common Stock issued as
                  consideration for the acquisition of at least fifty percent
                  (50%) of the voting capital stock or assets of a bona fide
                  operating company in a similar or complementary line of
                  business to that of Champion, as determined reasonably and in
                  good faith by Champion's Board of Directors whether through
                  purchase, merger, consolidation, tender offer or otherwise,
                  provided that the purpose of Champion entering into any such
                  transaction shall not be to raise capital, directly or
                  indirectly, or otherwise to avoid the requirements of this
                  Section 9;

                                    (ii)     Common Stock issued pursuant to any
                  stock split, dividend or distribution payable in additional
                  shares of Common Stock or other securities or rights
                  convertible into, or entitling the holder thereof to receive
                  directly or indirectly, additional shares of Common Stock
                  without payment of any consideration by such holder;

                                    (iii)    Common Stock issuable or issued to
                  employees, consultants or directors of Champion directly or
                  pursuant to a stock option plan, employee stock purchase plan
                  or restricted stock plan, or other similar arrangements
                  related to compensation for services in effect on the date of
                  this Agreement or approved by Champion's shareholders, in each
                  case in the ordinary course of business consistent with
                  Champion's past practice;

                                    (iv)     Common Stock issued as dividends
                  on, or upon conversion or redemption of, Champion's Series A
                  Preferred Stock outstanding as of the date of this Agreement
                  and the Series B Preferred Shares and the Series C Preferred
                  Shares, or Common Stock issued upon exercise of the Warrant;

                                    (v)      Securities qualifying as "Excluded
                  Securities" as defined in the Warrant based upon satisfaction
                  of the provisions contained in the entirety of Section 12.9(d)
                  of the Warrant; or

                                    (vi)     Common Stock issued in a bona fide
                  firm commitment underwritten offering to the public with net
                  proceeds of at least twenty-five million dollars ($25,000,000)
                  to Champion, after underwriter's discounts or commissions and
                  other fees or expenses.

                  This Section 9(d) amends and supersedes Section 9(d) of the
Prior Agreement.

                           (e)      Notwithstanding the provisions of this
         Section 9, the right of first offer hereunder shall apply only during
         those periods from time to time when Fletcher, together with its
         affiliates and wholly-owned subsidiaries, owns Series C Preferred
         Shares or Series B Preferred Shares (i) convertible or redeemable
         (without regard to any



                                       17
<PAGE>
         65 Day Notice requirement, Issuance Blockage or passage of time
         required until the redemption rights vest) in the aggregate into a
         number of Common Shares and Prior Common Shares that exceeds three and
         one-half percent (3.5%) of the Original Number or (ii) with an
         aggregate Redemption Amount of at least fifteen million dollars
         ($15,000,000).

                  10. Covenants of Champion. Champion covenants and agrees with
Fletcher as follows:

                           (a)      For so long as Fletcher owns or has the
         right to purchase any Series C Preferred Shares or holds the Warrant,
         and for a period of one (1) year thereafter, Champion will (i) maintain
         the eligibility of the Common Stock for listing on the New York Stock
         Exchange, Nasdaq National Market, or American Stock Exchange and (ii)
         regain the eligibility of the Common Stock for listing or quotation on
         all markets and exchanges including the New York Stock Exchange, Nasdaq
         National Market, or American Stock Exchange, in the event that the
         Common Stock is delisted by the New York Stock Exchange or any other
         applicable market or exchange; and will use commercially reasonable
         efforts to (iii) cause the representations and warranties contained in
         Section 4 to be and remain true and correct.

                           (b)      Champion will provide Fletcher with an
         opportunity, which shall not be less than one (1) full Business Day to
         review and comment on any public disclosure by Champion of information
         regarding this Agreement and the transactions contemplated hereby,
         prior to such public disclosure. Beginning on the date hereof and for
         so long as Fletcher owns or has the right to purchase any Series C
         Preferred Shares or holds the Warrant and for a period of ninety (90)
         days thereafter, Champion will promptly notify Fletcher immediately
         following any press release or other information disseminated to any
         shareholder, analyst, or media source.

                           (c)      As soon as such information is available
         (but in no event later than two (2) weeks after the Closing Date),
         Champion shall deliver to Fletcher a written notice stating the number
         of outstanding shares of Common Stock as of the Initial Closing Date.

                           (d)      Champion will make all filings required by
         law with respect to the transactions contemplated hereby.

                           (e)      Champion will comply with the terms and
         conditions of the Warrant and the Series C Preferred Shares as set
         forth in the Certificate of Rights and Preferences and will not amend
         the Certificate of Rights and Preferences without the required consent
         of the holders of Series C Preferred Shares and will not amend the
         Warrant without the consent of the registered holder of the Warrant.

                           (f)      For so long as Fletcher holds any Series C
         Preferred Shares or the Warrant, prior to the filing of each of its
         quarterly reports on Form 10-Q with the SEC, Champion shall deliver to
         Fletcher a review report relating to the final consolidated unaudited
         financial statements contained therein, prepared by
         PricewaterhouseCoopers LLP in accordance with Statements of Auditing
         Standard No. 71. For so long as Fletcher





                                       18
<PAGE>
         (i) no longer holds any Series B Preferred Shares or Fletcher Rights
         (as defined in the Prior Agreement) and (ii) holds any Series C
         Preferred Shares or the Warrant, Fletcher shall pay for one-half (1/2)
         of the cost of the two (2) such quarterly reviews for the quarters
         ending March 31 and September 30 of each year for up to an aggregate
         maximum of $50,000; provided, however, that Champion shall pay all
         other amounts payable for such reports and the full amount payable for
         the quarter ending June 30 of each year.

                           (g)      Champion shall use commercially reasonable
         efforts to cause the Common Shares to be eligible for book-entry
         transfer through The Depository Trust Company (or any successor
         thereto) as soon as practicable after the date of this Agreement and
         thereafter to use commercially reasonable efforts to maintain such
         eligibility.

                           (h)      Champion shall at all times reserve for
         issuance such number of its shares of Common Stock as shall from time
         to time be sufficient to effect (i) the conversion of all such Series C
         Preferred Shares and to satisfy its delivery obligation upon such
         conversion and to effect the redemption of the Series C Preferred
         Shares and (ii) full exercise of the Warrant.

                           (i)      Champion shall deliver a notice (an
         "Increase Notice") stating the increase, if any, in the aggregate
         number of shares of Common Stock outstanding as of the last day of the
         preceding month over the number outstanding as of the last day of the
         second preceding month, or in the case of the last day of the month
         immediately following the Initial Closing Date, the number of shares
         outstanding specified in Section 4(l). Unless expressly waived by
         Fletcher, Champion shall deliver an Increase Notice to Fletcher on or
         before the tenth (10th) day of every calendar month from and including
         the Initial Closing Date.

                           (j)      Champion shall, within one (1) Business Day
         after and excluding each Closing Date publicly distribute a press
         release disclosing the material terms of such Closing and shall, within
         three (3) Business Days after and excluding each Closing Date file a
         report with the SEC on Form 8-K with respect to the same.

                  11.      Consolidation, Merger, Etc. In case Champion shall be
a party to any Business Combination (as defined in the Certificate of Rights and
Preferences), Fletcher and its assigns shall have the rights set forth in the
Certificate of Rights and Preferences and the Warrant regarding Business
Combinations in addition to the rights contained in this Agreement. "Acquirer"
means, in connection with any Business Combination, the continuing or surviving
corporation of a consolidation or merger with Champion (if other than Champion),
the transferee of all or substantially all of the properties or assets of the
Company, the corporation consolidating with or merging into Champion in a
consolidation or merger in connection with which Common Stock is changed into or
exchanged for stock or other securities of any other person or cash or any other
property, or, in the case of a capital reorganization or reclassification,
Champion. Champion agrees that it will not enter into an agreement with an
Acquirer for a Business Combination unless such agreement expressly obligates
the Acquirer to assume all of Champion's obligations under this Agreement, the
Certificate of Rights and Preferences and the





                                       19
<PAGE>
Warrant including, but not limited to, the dividend, liquidation, conversion,
exercise, redemption, voting and other provisions regarding the Series C
Preferred Stock, the Warrant and the Fletcher Rights contained herein and
therein. Without limiting the foregoing, all unexercised and unexpired Fletcher
Rights shall automatically be converted into equivalent rights with respect to
the Acquirer including, but not limited to, the right to receive the equivalent
of the Additional Preferred Shares issuable upon the exercise of such rights and
to receive the consideration for such Additional Preferred Shares set forth in
Section 6(F) of the Certificate of Rights and Preferences; provided that if the
Company delivers to Fletcher a written notice in the form attached as Annex K
hereto stating its election to redeem the Fletcher Rights no later than the
fifteenth (15th) calendar day after and excluding the date on which the proposed
Business Combination is first publicly disclosed and no later than the fifteenth
(15th) calendar day before and excluding the closing date of such Business
Combination, then upon such closing date, any Fletcher Rights that remain
unexercised as of such closing date shall be redeemed and Champion shall pay to
Fletcher (or shall cause Acquirer to pay to Fletcher) on or before such closing
date cash equal to the product of (i) the aggregate amount of such Fletcher
Rights multiplied by (ii) the Merger Payment Percentage (as defined in the
Certificate of Rights and Preferences). On or before the date an agreement is
entered into with an Acquirer for a Business Combination, the Company shall
deliver to Fletcher written notice that the Acquirer has assumed such
obligations. Provided that Champion is in compliance with this Section 11,
Section 3 of the Warrant and Section 6(F) of the Certificate of Rights and
Preferences, Fletcher and other holders of Series C Preferred Shares shall vote
their Series C Preferred Shares in favor of any Business Combination upon which,
in accordance with applicable law or the Certificate of Rights and Preferences,
Fletcher or such holders shall have the right to vote as a single class not
aggregated with holders of the Common Stock; provided, however, that the
Business Combination agreements must provide (A) either for (i) such rights,
preferences and privileges for the Series C Preferred Shares pursuant to the
provisions of this Agreement and the Certificate of Rights and Preferences or
(ii) the redemption of any unexercised and unexpired Fletcher Rights as provided
in this Section 11, and the payment in exchange for the Series C Preferred
Shares pursuant to a Business Combination Restriction Notice under Section 6(F)
of the Certificate of Rights and Preferences and (B) such rights, preferences
and privileges for the Warrant as set forth in the Warrant and this Agreement.
Notwithstanding the foregoing, this Section 11 shall not be construed to
obligate Fletcher or its assigns to vote their Common Shares in favor of any
Business Combination.

         12.      Covenants of Fletcher. Fletcher hereby covenants and agrees
with Champion that:

                           (a)      Neither Fletcher, nor any of its affiliates,
         will at any time offer or sell any Investment Securities other than
         pursuant to registration under the Securities Act or pursuant to an
         available exemption therefrom.

                           (b)      Neither Fletcher, nor any of its affiliates,
         shall engage an underwriter for an underwritten public offering of
         Common Shares, unless such underwriter shall be reasonably satisfactory
         to Champion.

                                       20
<PAGE>
                           (c)      Neither Fletcher, nor any of its affiliates,
         shall engage in short sales of securities issued by Champion. This
         Section 12(c) supersedes Section 12(c) of the Prior Agreement.

                           (d)      Fletcher, in its capacity as sole holder of
         all of the shares of Series B-1 Preferred Stock outstanding, hereby
         consents (1) to the amendment and restatement of the Certificate of
         Rights and Preferences of Series B-1 Cumulative Convertible Preferred
         Stock of the Company in accordance with the terms hereof and (2) to the
         issuance of the Series C Preferred Shares and the Warrant in accordance
         with the terms hereof.

         13.    Legend. Subject to Section 5, Fletcher understands that the
         certificates or other instruments representing the Investment
         Securities shall bear a restrictive legend in the following form (and a
         stop transfer order may be placed against transfer of such certificates
         or other instruments):

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
         APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR
         INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR
         ASSIGNED UNLESS (1) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER
         SUCH ACT COVERING SUCH SECURITIES, OR (2) THE SALE IS MADE IN
         ACCORDANCE WITH RULE 144 OR (3) THE SALE IS MADE IN ACCORDANCE WITH
         ANOTHER APPLICABLE EXEMPTION UNDER THE SECURITIES ACT AND THE COMPANY
         RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES
         REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE,
         TRANSFER OR ASSIGNMENT IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS
         DELIVERY REQUIREMENTS OF SUCH ACT.

                  The legend set forth above shall be removed and Champion shall
issue a certificate without such legend to any holder of Investment Securities
if, unless otherwise required by state securities laws, (a) such shares are sold
pursuant to Rule 144 or an effective Registration Statement under the Securities
Act, or (b) such holder provides Champion with an opinion of counsel reasonably
satisfactory to Champion that such shares may be publicly sold pursuant to an
exemption from such registration requirements without restriction.

         14.      Conditions Precedent to Fletcher's Obligations.  The
obligations of Fletcher hereunder are subject to the performance by Champion of
its obligations hereunder and to the satisfaction of the following additional
conditions precedent, unless expressly waived in writing by Fletcher:

                           (a)      On each Closing Date, (i) the
         representations and warranties made by Champion in this Agreement shall
         be true and correct, except those representations and warranties which
         address matters only as of a particular date, which shall be true and
         correct as of such date; (ii) Champion shall have complied fully with
         all of the covenants



                                       21
<PAGE>
         and agreements in this Agreement; and (iii) Fletcher shall have
         received (A) on the Initial Closing Date a certificate of the Chief
         Financial Officer of Champion dated such date and to such effect and
         (B) on each Subsequent Closing Date a certificate of the Chief
         Executive Officer and the Chief Financial Officer of Champion dated
         such date and to such effect.

                           (b)      On each Closing Date, Champion shall have
         delivered to Fletcher an opinion of Dykema Gossett PLLC reasonably
         satisfactory to Fletcher, dated the date of delivery, confirming in
         substance the matters covered in paragraphs (a), (b), (c), (d), (e),
         (f) and subsection (i) of (g) of Section 4 hereof and to the effect
         that the offer and sale of the Investment Securities to Fletcher
         hereunder do not require registration under the Securities Act.

                           (c)      On the Initial Closing Date, Fletcher shall
         have received a letter from PricewaterhouseCoopers LLP to the effect
         that, as of such date, it consents to the inclusion in this Agreement
         of the Auditor Report. On each Subsequent Closing Date, Fletcher shall
         receive a report of PricewaterhouseCoopers LLP, together with the
         accompanying consolidated financial statement and schedules of Champion
         and results of Champion's operations and cash flows, as such report
         appears in the most recent Form 10-K filed by Champion with the SEC.

         15.      Conditions Precedent to Champion's Obligations. The
obligations of Champion hereunder are subject to the performance by Fletcher of
its obligations hereunder and to the satisfaction (unless expressly waived in
writing by Champion) of the additional conditions precedent that, on each
Closing Date: (i) the representations and warranties made by Fletcher in this
Agreement shall be true and correct; (ii) Fletcher shall have complied fully
with all the covenants and agreements in this Agreement; and (iii) Champion
shall have received on each such date a certificate of an appropriate officer of
Fletcher dated such date and to such effect.

         16.      Fees and Expenses.  Each of Fletcher and Champion agrees to
pay its own expenses incident to the performance of its obligations hereunder,
including, but not limited to the fees, expenses and disbursements of such
party's counsel, except as is otherwise expressly provided in this Agreement.

         17.      Non-Performance.

                           (a)      If Champion, at any time, shall fail to
         deliver the Investment Securities to Fletcher required to be delivered
         pursuant to this Agreement, in accordance with the terms and conditions
         of this Agreement, for any reason other than the failure of any
         condition precedent to Champion's obligations hereunder or the failure
         by Fletcher to comply with its obligations hereunder, then Champion
         shall:

                                    (i)      indemnify and hold Fletcher
                  harmless against any loss, claim or damage (including without
                  limitation, incidental and consequential damages) arising from
                  or as a result of such failure by Champion; and

                                    (ii)     reimburse Fletcher for all of its
                  reasonable out-of-pocket expenses, including fees and
                  disbursements of its counsel, incurred by



                                       22
<PAGE>
                  Fletcher in connection with this Agreement and the
                  transactions contemplated herein and therein.

                           (b)      If Fletcher, at any time, shall fail to make
         the payments to Champion required to be delivered pursuant to this
         Agreement, in accordance with the terms and conditions of this
         Agreement, for any reason other than the failure of any condition
         precedent to Fletcher's obligations hereunder or the failure by
         Champion to comply with its obligations hereunder, then Fletcher shall:

                                    (i)      indemnify and hold Champion
                  harmless against any loss, claim or damage (including without
                  limitation, incidental and consequential damages) arising from
                  or as a result of such failure by Fletcher; and

                                    (ii)     reimburse Champion for all of its
                  reasonable out-of-pocket expenses, including fees and
                  disbursements of its counsel, incurred by Champion in
                  connection with this Agreement and the transactions
                  contemplated herein and therein.

18.      Indemnification.

                           (a)      Indemnification of Fletcher. Champion hereby
         agrees to indemnify Fletcher and each of its officers, directors,
         employees, agents and affiliates and each person that controls (within
         the meaning of Section 20 of the Exchange Act) any of the foregoing
         persons (each a "Fletcher Indemnified Party") against any claim,
         demand, action, liability, damages, loss, cost or expense (including,
         without limitation, reasonable legal fees and expenses) (a
         "Proceeding"), that it may incur in connection with any of the
         transactions contemplated hereby arising out of or based upon:

                                    (i)      any untrue or alleged untrue
                  statement of a material fact in a SEC Filing by Champion or
                  any of its affiliates or any person acting on its or their
                  behalf or omission or alleged omission to state therein any
                  material fact necessary in order to make the statements, in
                  the light of the circumstances under which they were made, not
                  misleading by Champion or any of its affiliates or any person
                  acting on its or their behalf;

                                    (ii)     any of the representations or
                  warranties made by Champion herein being untrue or incorrect
                  at the time such representation or warranty was made; and

                                    (iii)    any breach or non-performance by
                  Champion of any of its covenants, agreements or obligations
                  under this Agreement, the Certificate of Rights and
                  Preferences or the Warrant;

and Champion hereby agrees to reimburse each Fletcher Indemnified Party for any
reasonable legal or other expenses incurred by such Fletcher Indemnified Party
in investigating or defending any such Proceeding; provided, however, that the
foregoing indemnity shall not apply to any Proceeding to the extent that it
arises out of, or is based upon, the gross negligence or willful misconduct of
Fletcher in connection therewith. Furthermore, the foregoing indemnity rights



                                       23
<PAGE>
will not take effect unless and until the total amount of the indemnification in
the aggregate is ten thousand dollars ($10,000) or greater.

                           (b)      Indemnification of Champion. Fletcher hereby
         agrees to indemnify Champion and each of its officers, directors,
         employees, agents and affiliates and each person that controls (within
         the meaning of Section 20 of the Exchange Act) any of the foregoing
         persons (each a "Champion Indemnified Party") against any Proceeding,
         that it may incur in connection with any of the transactions
         contemplated hereby arising out of or based upon:

                                    (i)      any untrue or alleged untrue
                  statement of a material fact included in an SEC filing by
                  Champion with the express written consent of Fletcher therefor
                  by Fletcher or any of its affiliates or any person acting on
                  its or their behalf or omission or alleged omission to state
                  any such material fact necessary in order to make the
                  statements, in the light of the circumstances under which they
                  were made, not misleading by Fletcher or any of its affiliates
                  or any person acting on its or their behalf;

                                    (ii)     any of the representations or
                  warranties made by Fletcher herein being untrue or incorrect
                  at the time such representation or warranty was made; and

                                    (iii)    any breach or non-performance by
                  Fletcher of any of its covenants, agreements or obligations
                  under this Agreement;

and Fletcher hereby agrees to reimburse each Champion Indemnified Party for any
reasonable legal or other expenses incurred by such Champion Indemnified Party
in investigating or defending any such Proceeding; provided, however, that the
foregoing indemnity shall not apply to any Proceeding to the extent that it
arises out of, or is based upon, the gross negligence or willful misconduct of
Champion in connection therewith. Furthermore, the foregoing indemnity rights
will not take effect unless and until the total amount of the indemnification in
the aggregate is ten thousand dollars ($10,000) or greater.

                           (c)      Conduct of Claims.

                                    (i)      Whenever a claim for
                  indemnification shall arise under this Section 18, the party
                  seeking indemnification (the "Indemnified Party"), shall
                  notify the party from whom such indemnification is sought (the
                  "Indemnifying Party") in writing of the Proceeding and the
                  facts constituting the basis for such claim in reasonable
                  detail;

                                    (ii)     Such Indemnifying Party shall have
                  the right to retain the counsel of its choice in connection
                  with such Proceeding and to participate at its own expense in
                  the defense of any such Proceeding; provided, however, that
                  counsel to the Indemnifying Party shall not (except with the
                  consent of the relevant Indemnified Party) also be counsel to
                  such Indemnified Party. In no event shall the Indemnifying
                  Party be liable for fees and expenses of more than





                                       24
<PAGE>
                  one counsel (in addition to any local counsel) separate from
                  its own counsel for all Indemnified Parties in connection with
                  any one action or separate but similar or related actions in
                  the same jurisdiction arising out of the same general
                  allegations or circumstances; and

                                    (iii)    No Indemnifying Party shall,
                  without the prior written consent of the Indemnified Parties
                  (which consent shall not be unreasonably withheld), settle or
                  compromise or consent to the entry of any judgment with
                  respect to any litigation, or any investigation or proceeding
                  by any governmental agency or body, commenced or threatened,
                  or any claim whatsoever in respect of which indemnification
                  could be sought under this Section unless such settlement,
                  compromise or consent (A) includes an unconditional release of
                  each Indemnified Party from all liability arising out of such
                  litigation, investigation, proceeding or claim and (B) does
                  not include a statement as to or an admission of fault,
                  culpability or a failure to act by or on behalf of any
                  Indemnified Party.

         19.      Survival of the Representations, Warranties, etc. The
respective representations, warranties, and agreements made herein by or on
behalf of the parties hereto shall remain in full force and effect, regardless
of any investigation made by or on behalf of the other party to this Agreement
or any officer, director or employee of, or person controlling or under common
control with, such party and will survive delivery of and payment for any
Investment Securities issuable hereunder.

         20.      Notices.  All communications hereunder shall be in writing and
delivered as set forth below.

                           (a)      If sent to Fletcher, all communications
         shall be delivered by hand, sent by reputable overnight courier or
         transmitted and confirmed by facsimile to Fletcher, unless otherwise
         notified in writing of a substitute address, at:

                           Fletcher International, Ltd.
                           c/o A. S. & K. Services Ltd.
                           Cedar House, 41 Cedar Avenue
                           Hamilton HM EX
                           Bermuda
                           Attention:  Felicity Holmes, Corporate Administrator
                           Telephone:  441-295-2244
                           Facsimile:  441-292-8666

                           with a copy to:

                           Fletcher Asset Management, Inc.
                           22 East 67th Street
                           New York, NY  10021
                           Attention:  Peter Zayfert
                           Telephone:  (212) 284-4800
                           Facsimile:  (212) 284-4801



                                       25
<PAGE>

                                    with a copy to:

                                    Skadden, Arps, Slate, Meagher & Flom LLP
                                    1440 New York Avenue, N.W.
                                    Washington, D.C. 20005
                                    Attention:       Stephen W. Hamilton, Esq.
                                    Telephone:       (202) 371-7010
                                    Facsimile:       (202) 393-5760

                           (b)      If sent to Champion, all communications
         shall be delivered by hand, sent by reputable overnight courier or
         transmitted and confirmed by facsimile to Champion, unless otherwise
         notified in writing of a substitute address, at:

                                    Champion Enterprises, Inc.
                                    2701 Cambridge Court
                                    Suite 300
                                    Auburn Hills, MI  48326
                                    Attention:       Walter R. Young
                                    Telephone:       (248) 340-9090
                                    Facsimile:       (248) 340-9345

                                    with a copy to:

                                    Dykema Gossett PLLC
                                    39577 North Woodward Avenue
                                    Bloomfield Hills, MI  48304
                                    Attention:       D. Richard McDonald
                                    Telephone:       (248) 203-0859
                                    Facsimile:       (248) 203-0763

To the extent that any funds shall be delivered to Champion by wire transfer,
unless otherwise instructed by Champion, such funds should be delivered in
accordance with the following wire instructions:

                                    Champion Enterprises, Inc.
                                    Account Number:   1076-118940
                                    ABA Number:   072000096
                                    Bank:   Comerica Bank
                                    Account Name: Champion Enterprises, Inc.

         21.      Miscellaneous.

                           (a)      The parties may execute and deliver this
         Agreement as a single document or in any number of counterparts,
         manually, by facsimile or by other electronic means, including
         contemporaneous xerographic or electronic reproduction by each party's
         respective attorneys. Each counterpart shall be an original, but a
         single document


                                       26
<PAGE>

         or all counterparts together shall constitute one instrument that shall
         be the agreement. This Agreement shall become effective when each party
         executes and delivers this Agreement to the other party.

                           (b)      This Agreement shall inure to the benefit of
         and be binding upon the parties hereto, their respective successors and
         assigns and, with respect to Section 18 hereof, shall inure to the
         benefit of their respective officers, directors, employees, agents,
         affiliates and controlling persons, and no other person shall have any
         right or obligation hereunder. Champion may not assign this Agreement.
         Notwithstanding anything to the contrary in this Agreement, Fletcher
         may assign, pledge, hypothecate or transfer any of the rights and
         associated obligations contemplated by this Agreement (including, but
         not limited to, the Series C Preferred Shares, the Warrant and the
         Common Shares), in whole or in part, at its sole discretion (including,
         but not limited to, assignments, pledges, hypothecations and transfers
         in connection with financing or hedging transactions with respect to
         this Agreement, the Series C Preferred Shares, the Warrant and the
         Common Shares), provided that any such assignment, pledge,
         hypothecation or transfer must comply with applicable federal and state
         securities laws, and provided further that the rights contained in
         Section 9 hereof may not be assigned, pledged, hypothecated or
         transferred. No person acquiring Common Stock from Fletcher pursuant to
         a public market purchase shall thereby obtain any of the rights
         contained in this Agreement. This Agreement constitutes the entire
         agreement and supersedes all prior agreements and understandings, both
         written and oral, between the parties hereto with respect to the
         subject matter of this Agreement. Except as provided in this Section
         21(b), this Agreement is not intended to confer upon any person other
         than the parties hereto any rights or remedies hereunder.
         Notwithstanding the provisions of this Section 21(b) set forth above
         and Section 6 herein, Fletcher shall not assign, pledge, hypothecate or
         transfer any of the rights or associated obligations contemplated by
         this Agreement (including, but not limited to, the Series C Preferred
         Shares, the Warrant and the Common Shares), in whole or in part, to any
         entity set forth on Schedule 21(b) hereto; provided that this
         restriction shall not apply to (i) any such assignment, pledge,
         hypothecation or transfer in connection with a Business Combination (as
         defined in the Certificate of Rights and Preferences) that is approved
         at any time by the requisite vote of the Company's shareholders or
         Board of Directors or (ii) the tender of Common Stock in any publicly
         announced tender offer.

                           (c)      This Agreement shall be governed by, and
         construed in accordance with, the internal laws of the State of New
         York, and each of the parties hereto hereby submits to the
         non-exclusive jurisdiction of any state or federal court in the State
         of New York and any court hearing any appeal therefrom, over any suit,
         action or proceeding against it arising out of or based upon this
         Agreement (a "Related Proceeding"). Each of the parties hereto hereby
         waives any objection to any Related Proceeding in such courts whether
         on the grounds of venue, residence or domicile or on the ground that
         the Related Proceeding has been brought in an inconvenient forum.

                           (d)      Each party represents and acknowledges that,
         in the negotiation and drafting of this Agreement and the other
         instruments and documents required or contemplated hereby, it has been
         represented by and relied upon the advice of counsel of





                                       27
<PAGE>
         its choice. Each party hereby affirms that its counsel has had a
         substantial role in the drafting and negotiation of this Agreement and
         such other instruments and documents. Therefore, each party agrees that
         no rule of construction to the effect that any ambiguities are to be
         resolved against the drafter shall be employed in the interpretation of
         this Agreement and such other instruments and documents.

                           (e)      Without prejudice to other rights or
         remedies hereunder (including any specified interest rate), and except
         as otherwise expressly set forth herein, interest shall be due on any
         amount that is due pursuant to this Agreement and has not been paid
         when due, calculated for the period from and including the due date to
         but excluding the date on which such amount is paid at the prime rate
         of U.S. money center banks as published in The Wall Street Journal (or
         if The Wall Street Journal does not exist or publish such information,
         then the average of the prime rates of three U.S. money center banks
         agreed to by the parties) plus two percent (2%).

                           (f)      Fletcher and Champion stipulate that the
         remedies at law of the parties hereto in the event of any default or
         threatened default by either party in the performance of or compliance
         with any of the terms of this Agreement, the Certificate of Rights and
         Preferences and the Warrant are not and will not be adequate and that,
         to the fullest extent permitted by law, such terms may be specifically
         enforced by a decree for the specific performance of any agreement
         contained herein or by an injunction against a violation of any of the
         terms hereof or otherwise.

                           (g)      Any and all remedies set forth in this
         Agreement, the Certificate of Rights and Preferences and the Warrant:
         (i) shall be in addition to any and all other remedies Fletcher or
         Champion may have at law or in equity, (ii) shall be cumulative, and
         (iii) may be pursued successively or concurrently as each of Fletcher
         and Champion may elect. The exercise of any remedy by Fletcher or
         Champion shall not be deemed an election of remedies or preclude
         Fletcher or Champion, respectively, from exercising any other remedies
         in the future.

                           (h)      Champion agrees that the parties have
         negotiated in good faith and at arms' length concerning the
         transactions contemplated herein, and that Fletcher would not have
         agreed to the terms of this Agreement without each and every of the
         terms, conditions, protections and remedies provided herein and the
         Certificate of Rights and Preferences and the Warrant. Except as
         specifically provided otherwise in this Agreement, the Certificate of
         Rights and Preferences and the Warrant, Champion's obligations to
         indemnify and hold Fletcher harmless in accordance with Section 18 of
         this Agreement are obligations of Champion that Champion promises to
         pay to Fletcher when and if they become due. Champion shall record any
         such obligations on its books and records in accordance with U.S.
         generally accepted accounting principles. Except as specifically
         provided otherwise in this Agreement, the Certificate of Rights and
         Preferences and the Warrant, Fletcher's obligations to indemnify and
         hold Champion harmless in accordance with Section 18 of this Agreement
         are obligations of Fletcher that Fletcher promises to pay to Champion
         when and if they become due. Fletcher shall record any such obligations
         on its books and records in accordance with U.S. generally accepted
         accounting principles.



                                       28
<PAGE>

                           (i)      This Agreement may be amended, modified or
         supplemented in any and all respects, but only by a written instrument
         signed by Fletcher and Champion expressly stating that such instrument
         is intended to amend, modify or supplement this Agreement.

                           (j)      Each of the parties will cooperate with the
         others and use its best efforts to prepare all necessary documentation,
         to effect all necessary filings, and to obtain all necessary permits,
         consents, approvals and authorizations of all governmental bodies and
         other third-parties necessary to consummate the transactions
         contemplated by this Agreement.

                           (k)      For purposes of this Agreement, except as
         otherwise expressly provided or unless the context otherwise requires:
         (i) the terms defined in this Agreement have the meanings assigned to
         them in this Agreement and include the plural as well as the singular,
         and the use of any gender herein shall be deemed to include the other
         gender and neuter gender of such term; (ii) accounting terms not
         otherwise defined herein have the meanings assigned to them in
         accordance with U.S. generally accepted accounting principles; (iii)
         references herein to "Articles", "Sections", "Subsections",
         "Paragraphs" and other subdivisions without reference to a document are
         to designated Articles, Sections, Subsections, Paragraphs and other
         subdivisions of this Agreement, unless the context shall otherwise
         require; (iv) a reference to a Subsection without further reference to
         a Section is a reference to such Subsection as contained in the same
         Section in which the reference appears, and this rule shall also apply
         to Paragraphs and other subdivisions; (v) the words "herein", "hereof",
         "hereunder" and other words of similar import refer to this Agreement
         as a whole and not to any particular provision; (vi) the term "include"
         or "including" shall mean without limitation; (vii) the table of
         contents to this Agreement and all section titles or captions contained
         in this Agreement or in any Schedule or Exhibit annexed hereto or
         referred to herein are for convenience only and shall not be deemed a
         part of this Agreement and shall not affect the meaning or
         interpretation of this Agreement; (viii) any agreement, instrument or
         statute defined or referred to herein means such agreement, instrument
         or statute as from time to time amended, modified or supplemented,
         including (in the case of agreements or instruments) by waiver or
         consent and (in the case of statutes) by succession of comparable
         successor statues and references to all attachments thereto and
         instruments incorporated therein; and (ix) references to a person are
         also to its permitted successors and assigns and, in the case of an
         individual, to his or her heirs and estate, as applicable.

                           (l)      If any term or other provision of this
         Agreement is invalid, illegal or incapable of being enforced by any
         rule of law or public policy all other conditions and provisions of
         this Agreement shall nevertheless remain in full force and effect. If
         the final judgment of a court of competent jurisdiction or other
         authority declares that any term or provision hereof is invalid, void
         or unenforceable, the parties agree that the court making such
         determination shall have the power to reduce the scope, duration, area
         or applicability of the term or provision, to delete specific words or
         phrases, or to replace any invalid, void or unenforceable term or
         provision with a term or provision that is valid and enforceable and
         that comes closest to expressing the intention of the invalid or
         unenforceable term or provision. Upon such determination that any term
         or other




                                       29
<PAGE>

         provision is invalid, illegal or incapable of being enforced, the
         parties hereto shall negotiate in good faith to modify this Agreement
         so as to effect the original intent of the parties as closely as
         possible in a mutually acceptable manner in order that the transactions
         contemplated hereby be consummated as originally contemplated to the
         fullest extent possible.

                           (m)      Time shall be of the essence in this
         Agreement.

                                    [SIGNATURE PAGE FOLLOWS]




                                       30
<PAGE>
                  IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Agreement, all as of the day and year first above written.


                                       CHAMPION ENTERPRISES, INC.



                                       By:        /s/ Walter R. Young
                                             ----------------------------------
                                       Name:
                                              ---------------------------------
                                       Title:
                                               --------------------------------



                                       FLETCHER INTERNATIONAL, LTD., by its duly
                                       authorized investment advisor,
                                       FLETCHER ASSET MANAGEMENT, INC.



                                       By:    /s/ Denis J. Kiely
                                            -----------------------------------
                                       Name:    Denis J. Kiely
                                              ---------------------------------
                                       Title:    Deputy CEO
                                               --------------------------------












                                       31
<PAGE>
                                                                         ANNEX A

                [FORM OF CERTIFICATE OF RIGHTS AND PREFERENCES OF
               SERIES C CUMULATIVE CONVERTIBLE PREFERRED STOCK OF
                           CHAMPION ENTERPRISES, INC.]
























                                       A-1

<PAGE>
                                                                         ANNEX B

                            [FORM OF FLETCHER NOTICE]


                                                 _____________, __

Champion Enterprises, Inc.
Suite 300
2701 Cambridge Court
Auburn Hills, Michigan  48326
Attention:

Ladies and Gentlemen:

                  Fletcher International, Ltd. ("Fletcher") hereby elects to
exercise the Fletcher Rights (as defined in the Agreement (the "Agreement")
dated as of March 29, 2002 by and between Fletcher and Champion Enterprises,
Inc. Capitalized terms not otherwise defined herein shall have the meanings
ascribed thereto in the Agreement.

                  In accordance with the terms of Section 3 of the Agreement,
the Additional Issuance Price shall be ______________________ and the Subsequent
Closing Date shall be __________.



                                     FLETCHER INTERNATIONAL, LTD., by its
                                     duly authorized investment advisor,
                                     FLETCHER ASSET MANAGEMENT, INC.



                                     By: ____________________________________
                                     Name: __________________________________
                                     Title:__________________________________



                                     By:_____________________________________
                                     Name: __________________________________
                                     Title: _________________________________









                                       B-1
<PAGE>
AGREED AND ACKNOWLEDGED:
CHAMPION ENTERPRISES, INC.


By: ___________________________________
Name: _________________________________
Title: ________________________________






























                                       B-2
<PAGE>
                                                                         ANNEX C

                           [FORM OF REDEMPTION NOTICE]

                                                      _____________, __

Champion Enterprises, Inc.
2701 Cambridge Court
Suite 300
Auburn Hills, Michigan  48326
Attention:

Ladies and Gentlemen:

                  Fletcher International, Ltd. ("Fletcher") hereby elects to
exercise the Redemption Rights (as defined in the Agreement (the "Agreement")
dated as of March 29, 2002 by and between Fletcher and Champion Enterprises,
Inc. as to __________ shares of the Series C Cumulative Convertible Preferred
Stock of Champion Enterprises, Inc. Capitalized terms not otherwise defined
herein shall have the meanings ascribed thereto in the Agreement.



                                      FLETCHER INTERNATIONAL, LTD., by its
                                      duly authorized investment advisor,
                                      FLETCHER ASSET MANAGEMENT, INC.





                                      By: ____________________________________
                                      Name: __________________________________
                                      Title: _________________________________



                                      By: ____________________________________
                                      Name: __________________________________
                                      Title: _________________________________











                                       C-1
<PAGE>
AGREED AND ACKNOWLEDGED:
CHAMPION ENTERPRISES, INC.



By: ____________________________________
Name: __________________________________
Title: _________________________________


































                                       C-2
<PAGE>
                                                                         ANNEX D

                            [FORM OF CHAMPION NOTICE]

Fletcher International, Ltd.
C/o Fletcher Asset Management, Inc.
22 East 67th Street
New York, NY  10021
Attention:        Peter Zayfert
Telephone:        (212) 284-4800
Facsimile:        (212) 284-4801

Ladies and Gentlemen:

                  Reference is made to the Agreement (the "Agreement") dated as
of March 29, 2002 by and between Champion Enterprises, Inc. ("Champion") and
Fletcher International, Ltd. ("Fletcher") and the Redemption Notice dated
__________. Capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in the Agreement.

                  Champion hereby elects to redeem __________ shares of Series C
Cumulative Convertible Preferred Stock pursuant to Section 1(d) of the Agreement
and Section 6(B) of the Certificate of Rights and Preferences with:

IF CASH ELECTION STATE AMOUNT OF CASH
________________CASH


IF COMMON STOCK ELECTION STATE AMOUNT OF COMMON STOCK AND BASIS FOR CALCULATION

________________REGISTERED COMMON STOCK

________________UNREGISTERED COMMON STOCK



                                      CHAMPION ENTERPRISES, INC.


                                      By: ____________________________________
                                      Name: __________________________________
                                      Title: _________________________________









                                       D-1
<PAGE>
                                                                         ANNEX E

                            [FORM OF DELIVERY NOTICE]

                                     [date]

Fletcher International, Ltd.
C/o Fletcher Asset Management, Inc.
22 East 67th Street
New York, NY  10021
Attention:        Peter Zayfert
Telephone:        (212) 284-4800
Facsimile:        (212) 284-4801

Ladies and Gentlemen:

                  Reference is made to the Agreement (the "Agreement") dated as
of March 29, 2002 by and between Champion Enterprises, Inc. ("Champion") and
Fletcher International, Ltd. ("Fletcher"). Capitalized terms not otherwise
defined herein shall have the meanings ascribed thereto in the Agreement.

                  Attached are copies of the front and back of (i) the [ ]
original stock certificates, each representing [ ] shares of Series C Preferred
Stock, and (ii) the Warrant purchased by Fletcher on the date hereof and,
together with a copy of the overnight courier air bill which will be used to
ship such stock certificates and the Warrant. We have the executed original
stock certificates, the Warrant, and the other documents required to be
delivered in connection with the Initial Closing Date. Upon our confirmation of
the payment of the [$ ] aggregate purchase price therefor, we will send the
original stock certificates and the Warrant, each registered under the name
["Bear Stearns Securities Corp., as Custodian for Bear Stearns International
Limited, Pledgee of Fletcher International, Ltd."], by overnight courier to the
following address:

                         [Bear Stearns Securities Corp.
                         1 Metrotech Center North, 8th Floor
                         Brooklyn, NY  11201
                         Attention:     Cashiers, 4th Floor
                                        Brandon Sica, Prime Broker Services
                         Telephone:  347-643-1991
                         F/B/O Fletcher International, Ltd.
                         Account #102-26934]

and we will send the other original documents by overnight courier to the
following address:

                         [Fletcher International, Ltd.
                         c/o A.S.& K. Services Ltd.
                         Cedar House
                         41 Cedar Avenue
                         Hamilton HM EX



                                      E-1
<PAGE>
                         Bermuda
                         Attention:     Felicity Holmes, Corporate Administrator
                         Telephone:     441-295-2244]


with a copy to:

                                        [Fletcher International Limited
                                        c/o Fletcher Asset Management, Inc.
                                        22 East 67th Street
                                        New York, NY  10021-5805
                                        Attention:       Peter Zayfert]

                  Attached hereto as Exhibit 1 is a true, correct and complete
copy of the most recent report of PricewaterhouseCoopers LLP to the Board of
Directors and Shareholders of Champion, together with the accompanying
consolidated financial statements and schedules of Champion, as such report
appears in the most recent Annual Report on Form 10-K filed by Champion with the
SEC, as well as all Quarterly Reports on Form 10-Q filed by Champion with the
SEC since the date of such Form 10-K, together with all amendments thereto.


                                      CHAMPION ENTERPRISES, INC.


                                      By: ____________________________________
                                      Name: __________________________________
                                      Title: _________________________________













                                      E-2



































                                      E-2
<PAGE>
                                                                         ANNEX F

                                [AUDITOR REPORT]



































                                      F-1
<PAGE>
                                                                         ANNEX G

                   [FORM OF PREFERRED STOCK CONVERSION NOTICE]


                                     [date]


Champion Enterprises, Inc.
2701 Cambridge Court
Suite 300
Auburn Hills, Michigan  48326
Attention:
Telephone:
Facsimile:

Ladies and Gentlemen:

                  Reference is made to the Agreement (the "Agreement") dated as
of March 29, 2002 by and between Champion Enterprises, Inc. ("Champion") and
Fletcher International, Ltd. ("Fletcher"). Capitalized terms not otherwise
defined herein shall have the meanings ascribed thereto in the Agreement.

                  Fletcher hereby elects to convert _________ shares of Series C
Preferred Stock into ________ shares of Common Stock at a Conversion Price (as
defined in the Certificate of Rights and Preferences) of ____________. In
accordance with Section 6 of the Certificate of Rights and Preferences, such
shares of Common Stock shall be registered under the name ["Bear Stearns
Securities Corp., as Custodian for Bear Stearns International Limited, Pledgee
of Fletcher International, Ltd."] and delivered to Fletcher in certificated form
at the address specified below:


                          [Bear Stearns Securities Corp.
                          1 Metrotech Center North, 8th Floor
                          Brooklyn, NY  11201
                          Attention:    Cashiers, 4th Floor
                                        Brandon Sica, Prime Broker Services
                          Telephone:  347-643-1991
                          F/B/O Fletcher International, Ltd.
                          Account #102-26934]















                                      G-1

<PAGE>
                                      FLETCHER INTERNATIONAL, LTD., by its
                                      duly authorized investment advisor,
                                      FLETCHER ASSET MANAGEMENT, INC.

                                      By: ____________________________________
                                      Name: __________________________________
                                      Title: _________________________________




                                      By: ____________________________________
                                      Name: __________________________________
                                      Title: _________________________________




AGREED AND ACKNOWLEDGED:
CHAMPION ENTERPRISES, INC.


By: ____________________________________
Name: __________________________________
Title: _________________________________

























                                      G-2
<PAGE>
                                                                         ANNEX H

              [FORM OF PREFERRED STOCK CONVERSION DELIVERY NOTICE]


                                     [date]


Fletcher International, Ltd.
c/o Fletcher Asset Management, Inc.
22 East 67th Street
New York, NY  10021
Attention:        Peter Zayfert
Telephone:        (212) 284-4800
Facsimile:        (212) 284-4801

Ladies and Gentlemen:

                  Reference is made to the Agreement (the "Agreement") dated as
of March 29, 2002 by and between Champion Enterprises, Inc. ("Champion") and
Fletcher International, Ltd. ("Fletcher"). Capitalized terms not otherwise
defined herein shall have the meanings ascribed thereto in the Agreement.

                  This notice confirms that _________ shares of Series C
Preferred Stock have been converted by Fletcher into ________ shares of Common
Stock at a Conversion Price (as defined in the Certificate of Rights and
Preferences) of ____________. Attached are copies of the front and back of the
____ original stock certificates, each representing ______ shares of Common
Stock, together with a copy of the overnight courier air bill which will be used
to ship such stock certificates. We will send the original stock certificates,
registered under the name ["Bear Stearns Securities Corp., as Custodian for Bear
Stearns International Limited, Pledgee of Fletcher International, Ltd."], by
overnight courier to the following address:

                         [Bear Stearns Securities Corp.
                         1 Metrotech Center North, 8th Floor
                         Brooklyn, NY  11201
                         Attention:    Cashiers, 4th Floor
                                       Brandon Sica, Prime Broker Services
                         Telephone:  347-643-1991
                         F/B/O Fletcher International, Ltd.
                         Account #102-26934]

















                                      H-1
<PAGE>
with a copy to:

                                    [Fletcher International, Ltd.
                                    c/o Fletcher Asset Management, Inc.
                                    22 East 67th Street
                                    New York, NY  10021-5805
                                    Attention:       Peter Zayfert]

[If Preferred Stock certificates tendered by Fletcher are not being fully
converted, insert the following - Also attached are copies of the front and back
of the original stock certificate representing ______ shares of Series C
Preferred Stock, representing the unconverted portion of the tendered Series C
Preferred Stock certificates, together with a copy of the overnight courier air
bill which will be used to ship such stock certificate. We will send the
original stock certificate by overnight courier to Lehman Brothers Inc. at the
address set forth in the previous paragraph.]

                                        CHAMPION ENTERPRISES, INC.

                                        By: ____________________________________
                                        Name: __________________________________
                                        Title: _________________________________












                                      H-2
<PAGE>
                                                                         ANNEX I


                         [FORM OF EXCESS RIGHTS NOTICE]

                                                    _____________, __

Champion Enterprises, Inc.
2701 Cambridge Court
Suite 300
Auburn Hills, Michigan  48326
Attention:

Ladies and Gentlemen:

                  Fletcher International, Ltd. ("Fletcher") hereby elects to
exercise its right to convert/redeem some or all of its Series C Preferred
Shares (as defined in the Agreement (the "Agreement")) dated as of March 29,
2002 by and between Champion Enterprises, Inc. ("Champion") and Fletcher and, in
lieu of receipt of ________ Common Shares upon [conversion][redemption] of
_______ Series C Preferred Shares, hereby requests creation of Excess Rights
with a stated value of $________ in accordance with the terms of the Agreement.
Capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Agreement.


                                        FLETCHER INTERNATIONAL, LTD., by its
                                        duly authorized investment advisor,
                                        FLETCHER ASSET MANAGEMENT, INC.



                                        By: ____________________________________
                                        Name: __________________________________
                                        Title: _________________________________



                                        By: ____________________________________
                                        Name: __________________________________
                                        Title: _________________________________










                                      I-1
<PAGE>


AGREED AND ACKNOWLEDGED:
CHAMPION ENTERPRISES, INC.

By: ____________________________________
Name: __________________________________
Title: _________________________________
















































                                      I-2
<PAGE>
                                                                         ANNEX J

                      [FORM OF TWO YEAR CONVERSION NOTICE]

                                     [date]

Fletcher International, Ltd.
c/o Fletcher Asset Management, Inc.
22 East 67th Street
New York, NY  10021
Attention:        Peter Zayfert
Telephone:        (212) 284-4800
Facsimile:        (212) 284-4801

Ladies and Gentlemen:

                  Reference is made to the Agreement (the "Agreement") dated as
of March 29, 2002 by and between Champion Enterprises, Inc. ("Champion") and
Fletcher International, Ltd. ("Fletcher") and the Certificate of Rights and
Preferences of the Series C Cumulative Convertible Preferred Stock (the
"Certificate"). Capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in the Agreement and the Certificate.

                  In compliance with Section 6(A)(i) of the Certificate,
Champion hereby elects to convert ______ shares of Series C Cumulative Preferred
Stock, which represents, all but not less than all of the shares of Series C
Cumulative Preferred Stock. In compliance with Section 6(A)(i) of the
Certificate, Champion hereby represents that the Company has sufficient
Registered Common Stock to deliver to the Holder or Holders upon the closing of
such conversion.


                                        CHAMPION ENTERPRISES, INC.


                                        By: ____________________________________
                                        Name: __________________________________
                                        Title: _________________________________






















                                      J-1
<PAGE>
                                                                         ANNEX K

                [FORM OF BUSINESS COMBINATION RESTRICTION NOTICE]

                                     [date]

Fletcher International, Ltd.
c/o Fletcher Asset Management, Inc.
22 East 67th Street
New York, NY  10021
Attention:        Peter Zayfert
Telephone:        (212) 284-4800
Facsimile:        (212) 284-4801

Ladies and Gentlemen:

                  Reference is made to the Agreement (the "Agreement") dated as
of March 29, 2002 by and between Champion Enterprises, Inc. ("Champion") and
Fletcher International, Ltd. ("Fletcher") and the Certificate of Rights and
Preferences of the Series C Cumulative Convertible Preferred Stock (the
"Certificate"). Capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in the Agreement and the Certificate.

                  Champion hereby represents that public disclosure has been
made of a Business Combination. [It hereby elects, pursuant to Section 6(F) of
the Certificate of Rights and Preferences to redeem all outstanding Series C
Preferred Shares for cash in the amount of $_____________. It hereby further
elects, pursuant to Section 11 of the Agreement to redeem all outstanding
Fletcher Rights for cash in the amount of $_______________.]


                                        CHAMPION ENTERPRISES, INC.


                                        By: ____________________________________
                                        Name: __________________________________
                                        Title: _________________________________









                                      K-1
<PAGE>
                                                                         ANNEX L


                                [FORM OF WARRANT]











































                                      L-1
<PAGE>
                                                                         ANNEX M

                          [FORM OF AMENDED AND RESTATED
                    CERTIFICATE OF RIGHTS AND PREFERENCES OF
              SERIES B-1 CUMULATIVE CONVERTIBLE PREFERRED STOCK OF
                           CHAMPION ENTERPRISES, INC.]









































                                      L-2
<PAGE>
                                                                         ANNEX N

                [FORM OF CERTIFICATE OF RIGHTS AND PREFERENCES OF
          SERIES B-2, B-3, ETC. CUMULATIVE CONVERTIBLE PREFERRED STOCK
                         OF CHAMPION ENTERPRISES, INC.]
<PAGE>
                                TABLE OF CONTENTS

                                                                          PAGE

1.    PURCHASE AND SALE......................................................1

2.    INITIAL CLOSING........................................................3

3.    SUBSEQUENT CLOSING.....................................................4

4.    REPRESENTATIONS AND WARRANTIES OF CHAMPION.............................4

5.    REGISTRATION PROVISIONS................................................9

6.    "MARKET STAND-OFF" AGREEMENT..........................................12

7.    CONVERSION AND REDEMPTION OF PREFERRED SHARES.........................13

8.    REPRESENTATIONS AND WARRANTIES OF FLETCHER............................15

9.    RIGHT OF FIRST OFFER..................................................16

10.      COVENANTS OF CHAMPION..............................................18

11.      CONSOLIDATION, MERGER, ETC.........................................19

12.      COVENANTS OF FLETCHER..............................................20

13.      LEGEND.............................................................21

14.      CONDITIONS PRECEDENT TO FLETCHER'S OBLIGATIONS.....................21

15.      CONDITIONS PRECEDENT TO CHAMPION'S OBLIGATIONS.....................22

16.      FEES AND EXPENSES..................................................22

17.      NON-PERFORMANCE....................................................22

18.      INDEMNIFICATION....................................................23

19.      SURVIVAL OF THE REPRESENTATIONS, WARRANTIES, ETC...................25

20.      NOTICES............................................................25

21.      MISCELLANEOUS......................................................26

ANNEXES

FORM OF CERTIFICATE OF RIGHTS AND
     PREFERENCES OF SERIES C CUMULATIVE CONVERTIBLE
     PREFERRED STOCK OF CHAMPION ENTERPRISES, INC..........................A-1
FORM OF FLETCHER NOTICE......................................................C
FORM OF REDEMPTION NOTICE ...................................................C
FORM OF CHAMPION NOTICE....................................................D-1
FORM OF DELIVERY NOTICE...............................................E-1, E-2
AUDITOR REPORT.............................................................F-1
FORM OF PREFERRED STOCK CONVERSION NOTICE.............................G-1, G-2






                                      -i-
<PAGE>
FORM OF PREFERRED STOCK CONVERSION DELIVERY NOTICE....................H-1, H-2
FORM OF EXCESS RIGHTS NOTICE...............................................I-1
FORM OF TWO YEAR CONVERSION NOTICE.........................................J-1
FORM OF BUSINESS COMBINATION RESTRICTION NOTICE............................K-1
FORM OF WARRANT............................................................L-1
FORM OF AMENDED AND RESTATED CERTIFICATE OF
     RIGHTS AND PREFERENCES OF SERIES B-1 CUMULATIVE CONVERTIBLE
     PREFERRED STOCK OF CHAMPION ENTERPRISES, INC..........................M-1
FORM OF CERTIFICATE OF RIGHTS AND PREFERENCES OF
     SERIES B-2, B-3, ETC. CUMULATIVE CONVERTIBLE PREFERRED STOCK
     OF CHAMPION ENTERPRISES, INC..........................................N-1














































                                      -ii-
<PAGE>
                             INDEX OF DEFINED TERMS

                                                                           PAGE




65 Day Notice................................................................14
Additional Issuance Price.....................................................4
Additional Preferred Shares...................................................1
Agreement.....................................................................1
Auditor Report................................................................9
Average Price................................................................14
Business Day..................................................................3
Certificate of Rights and Preferences.........................................1
Champion......................................................................1
Champion Indemnified Party...................................................24
Closing Date..................................................................2
Common Shares.................................................................3
Common Stock..................................................................1
Excess Rights................................................................14
Excess Rights Notice.........................................................14
Exchange Act..................................................................3
Exercisable Number...........................................................14
First Offer Shareholders.....................................................16
Fletcher......................................................................1
Fletcher Indemnified Party...................................................23
Fletcher Notice...............................................................2
Fletcher Notice Date.........................................................13
Fletcher Rights...............................................................1
Fletcher Rights Period........................................................2
Increase Notice..............................................................19
Indemnified Party............................................................24
Indemnifying Party...........................................................24
Initial Closing...............................................................1
Initial Closing Date..........................................................1
Initial Preferred Shares......................................................1
Investment Securities.........................................................3
Issuance Blockage............................................................13
Maximum Number...............................................................14
NASD..........................................................................3
Notice Period................................................................14
NYSE..........................................................................3
Offer Notice.................................................................16
Offered Shares...............................................................16
Original Number..............................................................13
Preferred Stock...............................................................7





                                      -1-
<PAGE>

Preferred Stock Conversion Delivery Notice...................................13
Preferred Stock Conversion Notice............................................13
Proceeding...................................................................23
Redemption Common Stock.......................................................2
Redemption Notice.............................................................2
Redemption Rights.............................................................2
Related Proceeding...........................................................27
Required Consent.............................................................13
Rights Commencement Date......................................................2
SEC...........................................................................7
Sec Filing....................................................................7
Securities Act................................................................7
Series C Preferred Shares.....................................................1
Series C Preferred Stock......................................................1
Subsequent Closing............................................................2
Subsequent Closing Date.......................................................2
Warrant.......................................................................1
Warrant Exercise Delivery Notice..............................................2
Warrant Exercise Notice.......................................................2







                                       -2-