<PAGE>
                                                                     EXHIBIT 4.3







                           CHAMPION ENTERPRISES, INC.



                               WARRANT CERTIFICATE




                            DATED AS OF APRIL 2, 2002


<PAGE>





WARRANT NO. W-1                             1,082,720 SHARES OF COMMON STOCK,
                                            SUBJECT TO ADJUSTMENT


                               WARRANT CERTIFICATE

                           CHAMPION ENTERPRISES, INC.

                  Champion Enterprises, Inc. (the "Issuer"), a Michigan
corporation, for value received, hereby certifies that Fletcher International,
Ltd., or registered assigns, is entitled to purchase from the Issuer the
Issuable Number of duly authorized, validly issued, fully paid and
non-assessable shares (subject to the net exercise provisions and the
adjustments contained in this Warrant and in the Agreement between Fletcher
International, Ltd. and the Issuer dated as of March 29, 2002 (the "Main
Agreement")) of common stock, par value one dollar ($1.00) per share (the
"Common Stock") of the Issuer on a net exercise basis as set forth in Section
1.1(a) at any time or from time to time prior to 6:30 p.m., New York City time,
on April 2, 2009 (or such later date as may be determined pursuant to the terms
hereof) (the "Termination Date"), all subject to the terms, conditions and
adjustments set forth below in this Warrant.

                  This Warrant was issued on April 2, 2002 (the "Issuance Date")
pursuant to the Main Agreement, is subject to the terms and conditions thereof
and the holder of this Warrant (the "Holder") is subject to certain restrictions
set forth in the Main Agreement and shall be entitled to certain rights and
privileges set forth in the Main Agreement. This Warrant is the Warrant referred
to as the "Warrant" in the Main Agreement. Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to them in the Main
Agreement. A copy of the Main Agreement may be obtained by the registered Holder
hereof upon written request to the Issuer.

1.       Exercise of Warrant.

         1.1 Manner of Exercise. This Warrant may be exercised by the Holder
hereof, in whole or in part, but not for less than 250,000 shares of Common
Stock appearing on the face of this Warrant at a time (or such lesser number of
shares which may then constitute the maximum number purchasable), at any time
and from time to time, on any Business Day, by facsimile, mail or overnight
courier delivery of a notice in substantially the form attached to this Warrant
(or a reasonable facsimile thereof) duly executed by such Holder (a "Warrant
Exercise Notice"). The closing of each exercise shall take place (i) on the
second (2nd) Business Day following, and excluding, the date the Warrant
Exercise Notice is delivered (the "Warrant Notice Date"), (ii) at the option of
the Holder, such later date as the conditions set forth in Section 1.2 have been
waived or satisfied or (iii) any other date upon which the exercising Holder and
the Issuer mutually agree (each, a "Warrant Closing Date") unless the Holder
shall have withdrawn the Warrant Exercise Notice prior to the closing of such
exercise on such Warrant Closing Date by written notice to the Issuer regardless
of whether such conditions have been waived or satisfied.



<PAGE>


                  (a) This Warrant may be exercised on a net exercise basis
         only. The number of shares of Common Stock that the Issuer shall issue
         shall be computed as of the date of the Warrant Exercise Notice using
         the following formula:

                               X = (N*Y/B)*(A-B)/A

                           Where:

                           X = the number of shares to be issued to the Holder
                           hereof;

                           N = the number of shares on the face of this
                           Warrant, not to exceed in the aggregate the
                           Issuable Number, for which this Warrant is
                           being exercised as specified in the Warrant
                           Exercise Notice;

                           Y = the Stock Purchase Price;

                           A = the Daily Market Price of one share of
                           the Common Stock issuable at the date of
                           such calculation; and

                           B = the Warrant Price (as defined below) (as
                           adjusted to the date of such calculation).

         1.2 Conditions to Closing. It shall be a condition of the exercising
Holder's obligation to close on each Warrant Closing Date that each of the
following are satisfied, unless waived by such Holder:

                  (a) (1) the representations and warranties made by the Issuer
         in the Main Agreement shall be true and correct as of such Warrant
         Closing Date, except those representations and warranties that address
         matters only as of a particular date, which shall be true and correct
         as of such date; (2) the Issuer shall have complied fully with all of
         the covenants and agreements in the Main Agreement; (3) all shares to
         be issued upon such exercise shall be registered under the Securities
         Act in accordance with the terms of the Main Agreement, shall be freely
         tradable Registered Common Stock and shall be duly listed and admitted
         to trading on the New York Stock Exchange, American Stock Exchange or
         Nasdaq National Market System in accordance with the terms of the Main
         Agreement (unless, with respect to clause (3) only, the Holder
         expressly consents in writing to the issuance of unregistered Common
         Stock for a portion or all of the shares to be issued upon such
         exercise; in such case, the Issuer shall use its best efforts to cause
         to be satisfied this condition in clause (3) for the balance of shares
         to be issued upon such exercise); and such Holder shall have received a
         certificate of the Chief Executive Officer or the Chief Financial
         Officer of the Issuer dated such date and to the effect of clauses (1),
         (2) and (3).

                  (b) On such Warrant Closing Date, the Issuer shall have
         delivered to the Holder an opinion of Dykema Gossett PLLC (or such
         other counsel reasonably






                                       2
<PAGE>
         satisfactory to such Holder) reasonably satisfactory to such Holder,
         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 of the Main Agreement and to the effect that the offer and
         sale of such Registered Common Stock (as defined below) to such Holder
         do not require registration under the Securities Act.

                  (c) The issuance of Common Stock shall not cause the Issuer to
         exceed the Maximum Number (as defined in the Main Agreement).

                  (d) As of such Warrant Closing Date, the Issuer shall have
         delivered to the Holder all Restatement Notices required to be
         delivered following a Restatement, and no Restatement shall have
         occurred on or after the date on which the Warrant Exercise Notice is
         delivered.

The Issuer shall use its best efforts to cause each of the foregoing conditions
to be satisfied at the earliest possible date. If the condition set forth above
in paragraph (a)(3) of this Section 1.2 is not satisfied, (x) Holder shall be
entitled to all remedies available at law or in equity in respect of the
Issuer's failure to issue all of the Registered Common Stock required to be
issued pursuant to this Section 1, and (y) the Issuer, upon the written demand,
from time to time, of Holder, shall issue unregistered Common Stock for a
portion or all of the shares of Common Stock to be issued as set forth in such
written demand and shall use its best efforts to cause such condition to be
satisfied. In such cases, upon satisfaction of the condition set forth in the
above paragraph (a)(3), the Issuer shall deliver written notice to such Holder
of such satisfaction. If such condition is not satisfied or waived prior to the
second (2nd) Business Day following, and excluding, the date the Warrant
Exercise Notice is delivered, then (x) the Holder may, at its sole option, and
at any time, withdraw the Warrant Exercise Notice by written notice to the
Issuer regardless of whether such condition has been satisfied or waived as of
the withdrawal date and, after such withdrawal, shall have no further
obligations with respect to such Warrant Exercise Notice and may submit a
Warrant Exercise Notice on any future date with respect to the shares referenced
in the original Warrant Exercise Notice; provided, however, that if Holder shall
not have withdrawn a Warrant Exercise Notice by written notice delivered by the
corresponding Warrant Closing Date, then the Issuer shall place in escrow by 5
p.m., New York City time, on such Warrant Closing Date an amount of cash equal
to one hundred four percent (104%) of the product of (x) the number of shares of
Registered Common Stock due under this Section 1 multiplied by (y) the Daily
Market Price calculated as of such Warrant Notice Date. If such condition is not
satisfied within sixty (60) calendar days after and including such Warrant
Closing Date, the Issuer shall cause the escrow agent to deliver such cash to
Holder in lieu of the Issuer 's obligations to issue stock upon such exercise of
the Warrant; provided, however, that the Holder shall not be obligated to pay
any consideration to exercise the Warrant in order to receive the cash payment
specified immediately above; provided, further, however, that this Warrant shall
be deemed exercised with respect to such number of shares of Registered Common
Stock as was the subject of such Warrant Exercise Notice and due to be issued
under this Section 1.

         1.3 When Exercise Effective. Each exercise of this Warrant shall be
deemed to have been effected immediately prior to 6:30 p.m. (time in effect in
New York City on such date) on the Business Day on which the Warrant Exercise
Notice is delivered as provided in Section 1.1, and at such time the Person or
Persons in whose name or names any certificate or certificates









                                       3
<PAGE>

for shares of Common Stock (or Other Securities) shall be issuable upon such
exercise as provided in Section 1.4 shall be deemed to have become the Holder or
Holders of record thereof; provided, however, that such exercise shall not be
deemed effective if at or prior to 6:30 p.m. (time in effect in New York City on
such date) on the Warrant Closing Date the Holder delivers written notice of
withdrawal to the Issuer as set forth in Section 1.2.

         1.4      Delivery of Warrant. On the Warrant Closing Date, the
registered Holder shall surrender this Warrant Certificate to the Issuer at the
address set forth for notices to the Issuer in Section 20 of the Main Agreement
and such Holder shall thereupon be entitled to receive the number of duly
authorized, validly issued, fully paid and nonassessable shares of Common Stock
(or Other Securities) determined as provided in Section 1.1 hereof.

         1.5      Delivery of Stock Certificates, etc. On a Warrant Closing
Date, the Issuer at its expense (including the payment by it of any applicable
issue taxes) shall cause to be issued in the name of and delivered to the Holder
hereof or as such Holder may direct,

                  (a) via facsimile and at such address specified by the Holder
         via a reputable overnight courier, a delivery notice in the form of
         Exhibit 2 hereto and one or more certificates for the number of duly
         authorized, validly issued, fully paid and nonassessable shares of
         Common Stock (or Other Securities) to which such Holder shall be
         entitled upon such exercise plus, in lieu of any fractional share to
         which such Holder would otherwise be entitled, cash in an amount equal
         to the same fraction of the Daily Market Price per share on the
         Business Day next preceding the date of such exercise, and

                  (b) in case such exercise is in part only, at such address
         specified by the Holder via reputable overnight courier, a new Warrant
         of like tenor, calling in the aggregate on the face or faces thereof
         for the number of shares of Common Stock equal (without giving effect
         to any adjustment thereof) to the number of such shares called for on
         the face of this Warrant minus the number of such shares designated by
         the Holder in the Warrant Exercise Notice upon such exercise as
         provided in Section 1.1.

2.       Adjustment of Common Stock Issuable Upon Exercise.

         2.1      General; Warrant Price. Until the expiration of the
90-Business-Day period used in calculating the 90-Day Price, the "Warrant Price"
shall initially equal the Stock Purchase Price described in Section 12.21(a),
$12.0369, subject to adjustment and readjustment as provided in Sections 2, 3
and 4 hereof. Immediately following the expiration of the 90-Business-Day period
used in calculating the 90-Day Price, the "Warrant Price" shall initially equal
the Stock Purchase Price described in Section 12.21(b), subject to adjustment
and readjustment as provided in Sections 2, 3 and 4 for events occurring on or
before such date. The Warrant Price shall thereafter be adjusted and readjusted
from time to time as provided in Sections 2, 3 and 4 hereof and, as so adjusted
or readjusted, shall remain in effect until a further adjustment or readjustment
thereof is required by Sections 2, 3 and 4 hereof. Additionally, the Warrant
Price shall increase by seventy-five cents ($0.75) on each anniversary of the
date of the Main Agreement and each such increase shall be adjusted and
readjusted as if such increase had occurred on the date of the Main Agreement
and had subsequently been adjusted and readjusted as provided in Sections 2, 3
and 4 hereof.





                                       4
<PAGE>
              2.2     Adjustment of Warrant Price.

                     (a) Issuance of Additional Shares of Common Stock. In case
              the Issuer at any time or from time to time after the date hereof
              shall issue or sell Additional Shares of Common Stock (including
              Additional Shares of Common Stock deemed to be issued pursuant to
              Section 2.3 or 2.4) without consideration or for a consideration
              per share less than the Warrant Price in effect immediately prior
              to such issue or sale, then, and in each such case, subject to
              Section 2.8, such Warrant Price shall be reduced, concurrently
              with such issue or sale, to a price (calculated to the nearest
              .001 of a cent) determined by multiplying such Warrant Price by a
              fraction;

                         (i) the numerator of which shall be (1) the number of
                  shares of Common Stock outstanding immediately prior to such
                  issue or sale (on a fully-diluted basis calculated using the
                  treasury method in accordance with generally accepted
                  accounting principles) plus (2) the number of shares of Common
                  Stock which the aggregate consideration received or to be
                  received by the Issuer for the total number of such Additional
                  Shares of Common Stock so issued or sold would purchase at
                  such Warrant Price, and

                         (ii) the denominator of which shall be the number of
                  shares of Common Stock outstanding immediately after such
                  issue or sale (on a fully-diluted basis calculated using the
                  treasury method in accordance with generally accepted
                  accounting principles),

                  provided that, for the purposes of this Section 2.2(a) (x)
                  immediately after any Additional Shares of Common Stock are
                  deemed to have been issued pursuant to Section 2.3 or 2.4,
                  such Additional Shares of Common Stock shall be deemed to be
                  outstanding, and (y) treasury shares shall not be deemed to be
                  outstanding.

                  (b)      Dividends and Distributions. In case the Issuer at
              any time or from time to time after the date hereof shall declare,
              order, pay or make a dividend or other distribution (including,
              without limitation, any distribution of other or additional stock
              or other securities or property or Options by way of dividend or
              spin-off, reclassification, recapitalization or similar corporate
              rearrangement) on the Common Stock, other than a dividend payable
              in Additional Shares of Common Stock, then, subject to Section
              2.8, provision shall be made so that the Holder shall receive upon
              exercise hereof in addition to the number of shares of Common
              Stock receivable thereupon, the kind and amount of securities,
              cash or other property which the Holder would have been entitled
              to receive had the Holder held the Gross Number of shares of
              Common Stock with respect to such exercise on the date of such
              dividend record date and had the Holder thereafter, during the
              period from the date of such dividend to and including the date of
              exercise, retained such securities, cash or other property
              receivable by the Holder as aforesaid during such period, giving
              application to all adjustments called for during such period under
              this Warrant.




                                       5
<PAGE>


         2.3 Treatment of Options and Convertible Securities. In case the Issuer
at any time or from time to time after the date hereof shall issue, sell, grant
or assume, or shall fix a record date for the determination of Holders of any
class of securities entitled to receive, any Options or Convertible Securities
(other than Options or Convertible Securities that constitute Excluded
Securities), then, and in each such case, the maximum number of Additional
Shares of Common Stock (as set forth in the instrument relating thereto, without
regard to any provisions contained therein for a subsequent adjustment of such
number) issuable upon the exercise of such Options or, in the case of
Convertible Securities and Options therefor, the conversion or exchange of such
Convertible Securities, shall be deemed to be Additional Shares of Common Stock
issued as of the time of such issue, sale, grant or assumption or, in case such
a record date shall have been fixed, as of the close of business on such record
date (or, in the case of Options or Convertible Securities with terms described
in Section 2.3(b), the date of any change, increase or decrease described in
Section 2.3(b)) (or, if the Common Stock trades on an ex-dividend basis, on the
date prior to the commencement of ex-dividend trading), provided that such
Additional Shares of Common Stock shall not be deemed to have been issued unless
the consideration per share (determined pursuant to Section 2.5) of such shares
would be less than the Warrant Price in effect on the date of and immediately
prior to such issue, sale, grant or assumption or immediately prior to the close
of business on such record date (or, if the Common Stock trades on an
ex-dividend basis, on the date prior to the commencement of ex-dividend
trading), as the case may be, and provided, further, that in any such case in
which Additional Shares of Common Stock are deemed to be issued

                  (a) no further adjustment of the Warrant Price shall be made
         upon the subsequent issue or sale of Convertible Securities or shares
         of Common Stock upon the exercise of such Options or the conversion or
         exchange of such Convertible Securities;

                  (b) if such Options or Convertible Securities by their terms
         provide, with the passage of time or otherwise, for any change in the
         consideration payable to the Issuer, or increase or decrease in the
         number of Additional Shares of Common Stock issuable, upon the
         exercise, conversion or exchange thereof (by change of rate or
         otherwise), the Warrant Price computed upon the original issue, sale,
         grant or assumption thereof (or upon the occurrence of the record date,
         or date prior to the commencement of ex-dividend trading, as the case
         may be, with respect thereto), and any subsequent adjustments based
         thereon, shall, upon any such increase or decrease becoming effective,
         be recomputed to reflect such increase or decrease insofar as it
         affects such Options, or the rights of conversion or exchange under
         such Convertible Securities, which are outstanding at such time;

                  (c) upon the expiration (or purchase by the Issuer and
         cancellation or retirement) of any such Options which shall not have
         been exercised or the expiration of any rights of conversion or
         exchange under any such Convertible Securities which (or purchase by
         the Issuer and cancellation or retirement of any such Convertible
         Securities the rights of conversion or exchange under which) shall not
         have been exercised, the Warrant Price computed upon the original
         issue, sale, grant or assumption thereof (or upon the occurrence of the
         record date, or date prior to the commencement of ex-dividend trading,
         as the case may be, with respect thereto), and any subsequent






                                       6
<PAGE>

         adjustments based thereon, shall, upon such expiration (or such
         purchase by the Issuer and cancellation or retirement, as the case may
         be), be recomputed as if:

                          (i) in the case of Options for Common Stock or
                   Convertible Securities, the only Additional Shares of Common
                   Stock issued or sold were the Additional Shares of Common
                   Stock, if any, actually issued or sold upon the exercise of
                   such Options or the conversion or exchange of such
                   Convertible Securities and the consideration received
                   therefor was the consideration actually received by the
                   Issuer for the issue, sale, grant or assumption of all such
                   Options, whether or not exercised, plus the consideration
                   actually received by the Issuer upon such exercise, or for
                   the issue or sale of all such Convertible Securities which
                   were actually converted or exchanged, plus the additional
                   consideration, if any, actually received by the Issuer upon
                   such conversion or exchange, and

                          (ii) in the case of Options for Convertible
                   Securities, only the Convertible Securities, if any, actually
                   issued or sold upon the exercise of such Options were issued
                   at the time of the issue, sale, grant or assumption of such
                   Options, and the consideration received by the Issuer for the
                   Additional Shares of Common Stock deemed to have then been
                   issued was the consideration actually received by the Issuer
                   for the issue, sale, grant or assumption of all such Options,
                   whether or not exercised, plus the consideration deemed to
                   have been received by the Issuer (pursuant to Section 2.5)
                   upon the issue or sale of such Convertible Securities with
                   respect to which such Options were actually exercised;

                  (d) no readjustment pursuant to subdivision (b) or (c) above
         shall have the effect of increasing the Warrant Price by an amount in
         excess of the amount of the adjustment thereof originally made in
         respect of the issue, sale, grant or assumption of such Options or
         Convertible Securities; and

                  (e) in the case of any such Options which expire by their
         terms not more than 30 days after the date of issue, sale, grant or
         assumption thereof, no adjustment of the Warrant Price shall be made
         until the expiration or exercise of all such Options, whereupon such
         adjustment shall be made in the manner provided in subdivision (c)
         above.

         2.4 Treatment of Stock Dividends, Stock Splits, etc. In case the Issuer
at any time or from time to time after the date hereof shall declare or pay any
dividend on the Common Stock payable in Common Stock, or shall effect a
subdivision of the outstanding shares of Common Stock into a greater number of
shares of Common Stock (by reclassification or otherwise than by payment of a
dividend in Common Stock), then, and in each such case, Additional Shares of
Common Stock shall be deemed to have been issued (a) in the case of any such
dividend, immediately after the close of business on the record date for the
determination of Holders of any class of securities entitled to receive such
dividend, or (b) in the case of any such subdivision, at the close of business
on the day immediately prior to the day upon which such corporate action becomes
effective.







                                       7
<PAGE>


         2.5 Computation of Consideration.

         For the purposes of this Section 2:

                  (a) the consideration for the issue or sale of any Additional
         Shares of Common Stock shall, irrespective of the accounting treatment
         of such consideration,

                           (i) insofar as it consists of cash, be computed at
                   the amount of cash received by the Issuer plus any expenses
                   paid or incurred by the Issuer or any commissions or
                   compensations paid or discounts or concessions allowed to
                   underwriters, dealers or others performing similar services
                   in connection with such issue or sale,

                           (ii) insofar as it consists of property (including
                   securities) other than cash, be computed at the fair value
                   thereof at the time of such issue or sale, as determined in
                   good faith by an independent appraisal firm of recognized
                   national standing appointed by the Issuer, and

                           (iii) in case Additional Shares of Common Stock are
                   issued or sold together with other stock or securities or
                   other assets of the Issuer for a consideration which covers
                   both, be the portion of such consideration so received,
                   computed as provided in clauses (i) and (ii) above, allocable
                   to such Additional Shares of Common Stock, as determined in
                   good faith by an independent appraisal firm of recognized
                   national standing appointed by the Issuer.

                  (b) Additional Shares of Common Stock deemed to have been
         issued pursuant to Section 2.3, relating to Options and Convertible
         Securities, shall be deemed to have been issued for a consideration per
         share determined by dividing

                           (i) the total amount, if any, received and receivable
                   by the Issuer as consideration for the issue, sale, grant or
                   assumption of the Options or Convertible Securities in
                   question, plus the minimum aggregate amount of additional
                   consideration (as set forth in the instruments relating
                   thereto, without regard to any provision contained therein
                   for a subsequent adjustment of such consideration to protect
                   against dilution) payable to the Issuer upon the exercise in
                   full of such Options or the conversion or exchange of such
                   Convertible Securities or, in the case of Options for
                   Convertible Securities, the exercise of such Options for
                   Convertible Securities and the conversion or exchange of such
                   Convertible Securities, in each case computing such
                   consideration as provided in the foregoing subdivision (a),

         by

                           (ii) the maximum number of shares of Common Stock (as
                   set forth in the instruments relating thereto, without regard
                   to any provision






                                       8
<PAGE>

                   contained therein for a subsequent adjustment of such number
                   to protect against dilution) issuable upon the exercise of
                   such Options or the conversion or exchange of such
                   Convertible Securities (including the full conversion or
                   exchange of all Options and Convertible Securities underlying
                   such Options and Convertible Securities); and

                   (c) Additional Shares of Common Stock deemed to have been
         issued pursuant to Section 2.4, relating to stock dividends, stock
         splits, etc., shall be deemed to have been issued for no consideration.

         2.6 Adjustments for Combinations, etc. In case the outstanding shares
of Common Stock shall be combined or consolidated, by reclassification or
otherwise, into a lesser number of shares of Common Stock, the Warrant Price in
effect immediately prior to such combination or consolidation shall,
concurrently with the effectiveness of such combination or consolidation, be
proportionately increased.

         2.7 Dilution in Case of Other Securities. In case any Other Securities
shall be issued or sold or shall become subject to issue or sale upon the
conversion or exchange of any stock (or Other Securities) of the Issuer (or any
issuer of Other Securities or any other Person referred to in Section 3) or to
subscription, purchase or other acquisition pursuant to any Options issued or
granted by the Issuer (or any such other issuer or Person) for a consideration
such as to dilute, on a basis consistent with the standards established in the
other provisions of this Section 2, the purchase rights granted by this Warrant,
then, and in each such case, the computations, adjustments and readjustments
provided for in this Section 2 with respect to the Warrant Price shall be made
as nearly as possible in the manner so provided and applied to determine the
amount of Other Securities from time to time receivable upon the exercise of the
Warrant, so as to protect the Holder or Holders of the Warrant against the
effect of such dilution.

         2.8 Minimum Adjustment of Warrant Price. If the amount of any
adjustment of the Warrant Price required pursuant to this Section 2 would be
less than one tenth (1/10) of one percent (1%) of the Warrant Price in effect at
the time such adjustment is otherwise so required to be made, such amount shall
be carried forward and adjustment with respect thereto made at the time of and
together with any subsequent adjustment which, together with such amount and any
other amount or amounts so carried forward, shall aggregate at least one tenth
(1/10) of one percent (1%) of such Warrant Price.

3.       Business Combinations.

         3.1 Adjustment upon Business Combination. In case the Issuer after the
date of the Main Agreement is party to (i) any acquisition of the Issuer by
means of merger or other form of corporate reorganization in which outstanding
shares of the Issuer are exchanged for securities or other consideration issued,
or caused to be issued, by the Acquiring Person or its Parent, Subsidiary or
affiliate, (ii) a sale of all or substantially all of the assets of the Issuer
(on a consolidated basis) in a single transaction or series of related
transactions, (iii) any other transaction or series of related transactions by
the Issuer in which the power to cast the majority of the eligible votes at a
meeting of the Issuer's shareholders at which directors are elected is
transferred to a single entity or group acting in concert, or (iv) a capital
reorganization or








                                       9
<PAGE>

reclassification of the Common Stock or Other Securities (other than a
reorganization or reclassification in which the Common Stock or Other Securities
are not converted into or exchanged for cash or other property, and, immediately
after consummation of such transaction, the shareholders of the Issuer
immediately prior to such transaction own the Common Stock, Other Securities or
other voting stock of the Issuer in substantially the same proportions relative
to each other as such shareholders owned immediately prior to such transaction),
then, and in the case of each such transaction (each of which is referred to
herein as "Business Combination"), proper provision shall be made so that, upon
the basis and the terms and in the manner provided herein, the Holder, upon
exercise of all or any part of this Warrant at any time after the consummation
of such Business Combination, shall be entitled to receive upon such exercise,
in lieu of the cash, property, Common Stock or Other Securities issuable upon
such exercise prior to such consummation, any of the following, as shall be
elected, in whole or in part, at least five (5) Business Days before such
consummation (or, if the Holder fails to so elect, the Holder shall be deemed to
have elected (B) below), by the Holder:

                  (A) the Common Stock and Other Securities, cash and property
         to which the Holder would have been entitled upon such consummation if
         the Holder had held the Gross Number of shares of Common Stock (or
         Other Securities) immediately prior thereto, adjusted as nearly as
         possible to give effect to the net exercise provisions of Section
         1.1(a); or

                  (B) cash in an amount equal to the price of a European option
         determined pursuant to the Black-Scholes formula as computed using the
         Bloomberg Professional Service for the Gross Number of shares of Common
         Stock (or Other Securities) with respect to exercise of the portion of
         the Warrant for which this clause (B) is elected, using the following
         variables: (i) the "current price" shall be the closing price per share
         for the Common Stock (or Other Securities) as reported by the Bloomberg
         Professional Service for the primary exchange or quotation system on
         which such Common Stock (or Other Securities) traded on the Business
         Day immediately before the date such Business Combination was
         consummated; (ii) the "strike price" shall be the Warrant Price as of
         the Business Day immediately before the date such Business Combination
         was consummated; (iii) the "interest rate" shall be the yield to
         maturity for a U.S. Treasury security with a time to maturity
         equivalent to the time between the Business Day immediately before the
         date such Business Combination was consummated and the Termination
         Date; (iv) "volatility" shall be equal to seventy-five percent (75%) of
         the number reported by the Bloomberg Professional Service for the
         260-Business-Day period as of the date that is five (5) Business Days
         before and excluding the date such Business Combination was announced
         (but in no event shall the "volatility" be greater than seventy-five
         percent (75%)); (v) the "expiration date" shall be the Termination
         Date; (vi) "trading date" shall be the Business Day immediately before
         the date such Business Combination was consummated; and (vii) "dividend
         yield" shall be zero percent (0%). The Holder shall not be obligated to
         pay any consideration (including, but not limited to, the Stock
         Purchase Price) in order to receive the consideration specified in this
         clause (B);




                                       10
<PAGE>


         provided, that if the Acquiring Person or its Parent, as the case may
         be, shall combine, subdivide or reclassify its common stock, or shall
         declare any dividend payable in shares of its common stock, or shall
         take any other action of a similar nature affecting such shares, the
         calculations above shall be adjusted to the extent appropriate to
         reflect such event, including appropriate adjustments to account for
         any such event that occurs during any of the measurement periods set
         forth above.

         3.2 Assumption of Obligations. Notwithstanding anything contained
herein or in the Main Agreement to the contrary, the Issuer will not effect any
Business Combination unless the requirements of Section 11 of the Main Agreement
have been met and unless, prior to the consummation thereof, each Person (other
than the Issuer) that may be required to deliver any stock, securities, cash or
property upon exercise of this Warrant as provided herein shall assume, by
written instrument delivered to, and reasonably satisfactory to, the Holder, (A)
the obligations of the Issuer under this Warrant (and if the Issuer shall
survive the consummation of such transaction, such assumption shall be in
addition to, and shall not release the Issuer from, any continuing obligations
of the Issuer under this Warrant) and (B) the obligation to deliver to the
Holder such shares of stock, securities, cash or property as, in accordance with
the foregoing provisions of this Section 3, the Holder may be entitled to
receive, and such Person shall have similarly delivered to the Holder an opinion
of counsel for such Person, which counsel shall be reasonably satisfactory to
the Holder, stating that the rights of the Holder under this Warrant shall
thereafter continue in full force and effect and the terms hereof, including,
without limitation, all of the provisions of this Section 3 shall be applicable
to the stock, securities, cash or property which such Person may be required to
deliver upon any exercise of this Warrant or the exercise of any of the rights
pursuant hereto.

4.       Other Dilutive Events, Restatements.

              (a) In case any event shall occur as to which the provisions of
         Sections 2 and 3 are not strictly applicable (including, without
         limitation, the repurchase by the Issuer of Options or Convertible
         Securities) but the failure to make any adjustment would not fairly
         protect the purchase rights represented by this Warrant in accordance
         with the essential intent and principles of such Sections, then, in
         each such case, the Issuer shall notify the Holder of such event and,
         upon demand by the Holder, the Issuer shall appoint a firm of
         independent certified public accountants of recognized national
         standing (which shall not be the regular auditors of the Issuer), which
         shall give their opinion upon the adjustment, if any, on a basis
         consistent with the essential intent and principles established in
         Sections 2 and 3, necessary to preserve the value of the purchase
         rights represented by this Warrant. Such opinion shall include the
         basis for the calculations and conclusions contained therein in
         reasonable detail. Upon receipt of such opinion, the Issuer will
         promptly deliver a copy thereof via facsimile and overnight courier to
         the Holder or Holders of this Warrant and shall make the adjustments
         described therein. Upon written request by Holder, Issuer shall provide
         Holder with reasonable access to such information as may be necessary
         to evaluate the calculations and conclusions contained in such opinion.
         Within twenty (20) Business Days of receiving all such information
         Holder may dispute the conclusions of such opinion by providing a
         written notice of dispute to Issuer, which notice shall include the
         basis for the calculations and








                                       11
<PAGE>

         conclusions contained therein in reasonable detail. If Issuer and
         Holder are unable to agree to the appropriate calculation of such
         adjustment within ten (10) Business Days of such notice from Holder,
         then an independent nationally-recognized firm of certified public
         accountants selected by Holder and reasonably acceptable to Issuer
         shall be appointed to resolve the dispute, and such accountants'
         decision shall be final and binding upon the Issuer and the Holder. The
         costs of such firm of certified public accountants shall be borne by
         Issuer.

              (b) In the event of a Restatement the Warrant Price shall equal
         the corresponding Restatement Purchase Price, if the Restatement
         Purchase Price is lower than the Warrant Price in effect on the date
         ninety (90) calendar days after and excluding such Restatement Date.
         "Restatement Purchase Price" means one hundred and fifty percent (150%)
         of the Average Market Price calculated on the date ninety (90) calendar
         days after and excluding the related Restatement Date. The Issuer shall
         deliver a Restatement Notice to the Holder no later than two (2) days
         after and excluding each Restatement Date.

5.       No Impairment. The Issuer will not, by amendment of its certificate of
incorporation or through any consolidation, merger, reorganization, transfer of
assets, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of this
Warrant, but will at all times in good faith assist in the carrying out of all
such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder of this Warrant against
impairment. Without limiting the generality of the foregoing, the Issuer (a)
will not permit the par value of any shares of stock receivable upon the
exercise of this Warrant to exceed the amount payable therefor upon such
exercise, (b) will take all such action as may be necessary or appropriate in
order that the Issuer may validly and legally issue fully paid and nonassessable
shares of stock on the exercise of the Warrants from time to time outstanding,
and (c) will not take any action which results in any adjustment of the Warrant
Price if the total number of shares of Common Stock (or Other Securities)
issuable after the action upon the exercise of all of the Warrants would exceed
the total number of shares of Common Stock (or Other Securities) then authorized
by the Issuer's certificate of incorporation and available for the purpose of
issue upon such exercise.

6.       Accountants' Report as to Adjustments. In each case of any adjustment
or readjustment in the shares of Common Stock (or Other Securities) issuable
upon the exercise of this Warrant, the Issuer at its expense will promptly
compute such adjustment or readjustment in accordance with the terms of this
Warrant and cause independent certified public accountants of recognized
national standing (which may be the regular auditors of the Issuer) selected by
the Issuer to verify such computation and prepare a report setting forth such
adjustment or readjustment and showing in reasonable detail the method of
calculation thereof and the facts upon which such adjustment or readjustment is
based, including but not limited to a statement of (a) the consideration
received or to be received by the Issuer for any Additional Shares of Common
Stock issued or sold or deemed to have been issued, (b) the number of shares of
Common Stock outstanding or deemed to be outstanding, and (c) the Warrant Price
in effect immediately prior to such issue or sale and as adjusted and readjusted
(if required by Section 2, 3 or 4) on account








                                       12
<PAGE>

thereof. The Issuer will forthwith mail a copy of each such report to each
Holder of a Warrant and will, upon the written request at any time of any Holder
of a Warrant, furnish to such Holder a copy of the most recent report setting
forth the Warrant Price in effect as of the date such report is delivered and
showing in reasonable detail how it was calculated. The Issuer will also keep
copies of all such reports at its principal office and will cause the same to be
available for inspection at such office during normal business hours by any
Holder of a Warrant or any prospective purchaser of a Warrant designated by the
Holder thereof.

7.       Notices of Corporate Action.

         In the event of:

              (a) any taking by the Issuer of a record of the holders of any
         class of securities for the purpose of determining the holders thereof
         who are entitled to receive any dividend (other than a regular periodic
         dividend payable in cash out of earned surplus in an amount not
         exceeding the amount of the immediately preceding cash dividend for
         such period) or other distribution, or any right to subscribe for,
         purchase or otherwise acquire any shares of stock of any class or any
         other securities or property, or to receive any other right, or

              (b) any capital reorganization of the Issuer, any reclassification
         or recapitalization of the capital stock of the Issuer or any
         consolidation or merger involving the Issuer and any other Person or
         any transfer of all or substantially all the assets of the Issuer to
         any other Person, or

              (c) any voluntary or involuntary dissolution, liquidation or
         winding-up of the Issuer,

the Issuer will mail to the Holder a notice specifying (i) the date or expected
date on which any such record is to be taken for the purpose of such dividend,
distribution or right, and the amount and character of such dividend,
distribution or right, and (ii) the date or expected date on which any such
reorganization, reclassification, recapitalization, consolidation, merger,
transfer, dissolution, liquidation or winding-up is to take place and the time,
if any such time is to be fixed, as of which the holders of record of Common
Stock (or Other Securities) shall be entitled to exchange their shares of Common
Stock (or Other Securities) for the securities or other property deliverable
upon such reorganization, reclassification, recapitalization, consolidation,
merger, transfer, dissolution, liquidation or winding-up. Such notice shall be
delivered to Holder at least ten (10) Business Days prior to the date therein
specified, but in no event later than the date notice is delivered to any holder
of Common Stock.

8.       Reservation of Shares. For so long as the Warrant represented hereby
has not been exercised in full, the Issuer shall at all times prior to the
Termination Date reserve and keep available, free from pre-emptive rights, out
of its authorized but unissued capital stock, the number of shares required to
permit the full exercise of this Warrant (assuming it were exercised in the
manner provided for in Section 1.1(a) hereof). In the event the number of Common
Shares (or other securities) issuable hereunder exceeds the authorized number of
shares of Common Stock (or other securities), the Issuer shall, as soon as is
reasonably possible and in all events






                                       13
<PAGE>

within eight (8) Business Days, take all actions necessary to increase the
authorized number, including causing its Board of Directors to call a special
meeting of shareholders, recommend such increase and not withdraw such
recommendation.

9.       Transfer and Assignment.

         9.1 By accepting delivery of this Warrant Certificate, the registered
Holder hereof covenants and agrees with the Issuer not to exercise the Warrant
or transfer the Warrant or the Common Shares represented hereby except in
compliance with the terms of the Main Agreement and this Warrant Certificate.

         9.2 By accepting delivery of this Warrant Certificate, the registered
Holder hereof covenants and agrees with the Issuer that no Warrant may be sold
or assigned, in whole or in part, unless such sale or assignment complies with
applicable federal and state securities laws and until such Holder shall deliver
to the Issuer (i) written notice of such transfer and of the name and address of
the transferee and such notice has been received by the Issuer; (ii) a written
agreement of the transferee to comply with the terms of this Warrant Certificate
and, solely insofar as it relates to this Warrant, the Main Agreement; and (iii)
a certificate of the Holder or the transferee that such transfer complies with
applicable federal and state securities laws. If a portion of the Warrant is
transferred, all rights of the registered Holder hereunder may be exercised by
the transferee provided that any registered Holder of the Warrant may deliver a
Warrant Exercise Notice only with respect to the Common Stock subject to such
Holder's portion of the Warrant.

         9.3 The Issuer will pay all documentary stamp taxes (if any)
attributable to the issuance of Common Shares upon the exercise of the Warrant
by the registered Holder hereof; provided, however, that the Issuer shall not be
required to pay any tax or taxes which may be payable in respect of any transfer
involved in the registration of the Warrant Certificate or any certificates for
Common Shares in a name other than that of the registered Holder of the Warrant
Certificate surrendered upon the exercise of a Warrant, and the Issuer shall not
be required to issue or deliver the Warrant Certificate or certificates for
Common Shares unless or until the person or persons requesting the issuance
thereof shall have paid to the Issuer the amount of such tax or shall have
established to the reasonable satisfaction of the Issuer that such tax has been
paid.

10.      Lost or Stolen Warrant. In case this Warrant Certificate shall be
mutilated, lost, stolen or destroyed, the Issuer shall issue in exchange and
substitution for and upon cancellation of the mutilated Warrant Certificate, or
in lieu of and substitution for the Warrant Certificate lost, stolen or
destroyed, a new Warrant Certificate of like tenor, but only upon receipt of
evidence reasonably satisfactory to the Issuer of such loss, theft or
destruction of such Warrant Certificate and customary indemnity reasonably
satisfactory to the Issuer.

11.      Warrant Agent. The Issuer (and any corporation into which the Issuer is
merged or any corporation resulting from any consolidation to which the Issuer
is a party) shall serve as warrant agent (the "Warrant Agent") under this
Warrant. The Warrant Agent hereunder shall at all times maintain a register (the
"Warrant Register") of the Holders of this Warrant. Upon 30 days' notice to the
registered Holder hereof, the Issuer may appoint a new Warrant Agent. Such new
Warrant






                                       14
<PAGE>

Agent shall be a corporation doing business and in good standing under the laws
of the United States or any state thereof, and having a combined capital and
surplus of not less than $100,000,000. The combined capital and surplus of any
such new Warrant Agent shall be deemed to be the combined capital and surplus as
set forth in the most recent report of its condition published by such Warrant
Agent prior to its appointment; provided that such reports are published at
least annually pursuant to law or to the requirements of a federal or state
supervising or examining authority. After acceptance in writing of such
appointment by the new Warrant Agent, it shall be vested with the same powers,
rights, duties and responsibilities as if it had been originally named herein as
the Warrant Agent, without any further assurance, conveyance, act or deed; but
if for any reason it shall be reasonably necessary or expedient to execute and
deliver any further assurance, conveyance, act or deed, the same shall be done
at the expense of the Issuer and shall be legally and validly executed and
delivered by the Issuer. Any corporation into which any new Warrant Agent may be
merged or any corporation resulting from any consolidation to which any new
Warrant Agent shall be a party or any corporation to which any new Warrant Agent
transfers substantially all of its corporate trust or shareholders services
business shall be a successor Warrant Agent under this Warrant without any
further act; provided that such corporation (i) would be eligible for
appointment as successor to the Warrant Agent under the provisions of this
Section 11 or (ii) is a wholly owned subsidiary of the Warrant Agent. Any such
successor Warrant Agent shall promptly cause notice of its succession as Warrant
Agent to be delivered via reputable overnight courier to the registered Holder
hereof at such Holder's last address as shown on the Warrant Register.

12.      Definitions. As used herein, unless the context otherwise requires, the
following terms have the following respective meanings:

         12.1 "90-Day Price" means the average of the Daily Market Prices over
the 90-Business-Day period commencing on the first Business Day after and
excluding the date of the Main Agreement.

         12.2 "Acquiring Person" means, in connection with any Business
Combination: (i) the continuing or surviving corporation of a consolidation or
merger with the Issuer (if other than the Issuer), (ii) the transferee of all or
substantially all of the properties or assets of the Issuer, (iii) the
corporation consolidating with or merging into the Issuer in a consolidation or
merger in connection with which the Common Stock is changed into or exchanged
for stock or other securities of any other Person or cash or any other property,
(iv) the entity or group acting in concert acquiring or possessing the power to
cast the majority of the eligible votes at a meeting of the Issuer's
shareholders at which directors are elected or, (v) in the case of a capital
reorganization or reclassification described in clause (d) of the definition of
Business Combination, the Issuer.

         12.3 "Acquisition Price" means (i) the Daily Market Price of the Common
Stock on the Business Day immediately preceding the date on which a Business
Combination is consummated, or (ii) if a purchase, tender or exchange offer is
made by the Acquiring Person (or by any of its affiliates) to the holders of the
Common Stock and such offer is accepted by the holders of more than fifty
percent (50%) of the outstanding shares of Common Stock, the greater of (x) the
price determined in accordance with the provisions of the foregoing clause (i)
of this sentence and (y) the Daily Market Price on the Business Day immediately
preceding









                                       15
<PAGE>

the acceptance of such offer by the holders of more than fifty percent (50%) of
the outstanding shares of Common Stock.

         12.4 "Additional Shares of Common Stock" means all shares (including
treasury shares) of Common Stock issued or sold (or, pursuant to Section 2.3 or
2.4, deemed to be issued) by the Issuer after the date hereof, whether or not
subsequently reacquired or retired by the Issuer, other than shares issued upon
the exercise of the Warrants; provided, however, that this term shall not
include Excluded Securities.

         12.5 "Average Market Price" means, with respect to any reference date,
the average of the Daily Market Prices of the Common Stock (or, for purposes of
determining the Average Market Price of the common stock of an Acquiring Person
or its Parent under Section 3, the common stock of such Acquiring Person or such
Parent) for the thirty (30) Business Days ending on and including the third
Business Day before such reference date, but not greater than the average of the
Daily Market Prices of the Common Stock for the five (5) Business Days ending on
and including the twenty-eighth Business Day before such reference date, subject
to adjustment for stock splits, recombinations, stock dividends and the like.

         12.6 "Common Stock" as defined in the introduction to this Warrant,
such term to include any stock into which such Common Stock shall have been
changed or any stock resulting from any reclassification of such Common Stock,
and all other stock of any class or classes (however designated) of the Issuer
the Holders of which have the right, without limitation as to amount, either to
all or to a share of the balance of current dividends and liquidating dividends
after the payment of dividends and distributions on any shares entitled to
preference to Common Stock shares.

         12.7 "Convertible Securities" means any evidences of indebtedness,
shares of stock (other than Common Stock) or other securities directly or
indirectly convertible into or exchangeable for Additional Shares of Common
Stock.

         12.8 "Daily Market Price" means, on any date, the amount per share of
the Common Stock (or, for purposes of determining the Daily Market Price of the
common stock of an Acquiring Person or its Parent under Section 3, the common
stock of such Acquiring Person or such Parent), equal to (i) the daily
volume-weighted average price on the NYSE (or, in the case of an Acquiring
Person or its Parent, on the national securities exchange on which such entity's
common stock is admitted for trading) 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 Person
as the Holder and the Issuer may agree), or (ii) if such Common Stock or common
stock of an Acquiring Person or its Parent is not then listed or admitted to
trading on the NYSE, the higher of (x) 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 the Issuer as of the last calendar day of
any month ending within sixty (60) calendar days preceding the date as of which
the determination is to be made or (y) the fair value per share thereof
determined in good faith by an independent, nationally recognized appraisal firm
selected by the Issuer and reasonably acceptable to the Holder (whose fees and
expenses shall be borne by the Issuer), subject to adjustment for stock splits,
recombinations, stock dividends and the like.




                                       16
<PAGE>


         12.9 "Excluded Securities" means each of the following:

              (a) Except for purposes of Section 2.4, Common Stock issued or
         issuable 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, including Common Stock issued or issuable
         with respect to the Series B Preferred Stock or Series C Preferred
         Stock;

              (b) Common Stock issued or issuable upon the exercise of any
         options or warrants to purchase Common Stock outstanding on the date of
         the Main Agreement or upon conversion of any securities convertible
         into Common Stock outstanding on the date of the Main Agreement, in
         each case in accordance with the terms of such options, warrants or
         securities in effect on the date of the Main Agreement;

              (c) Common Stock, Options or Convertible Securities issued or
         issuable consistent with past practice to employees, consultants or
         directors of Issuer 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 the Main Agreement, or similar plans or arrangements, consistent
         with past practice, approved by Issuer's Board of Directors and, when
         required by law, its shareholders after the date of the Main Agreement;

              (d) Common Stock, Options or Convertible Securities issued or
         issuable in connection with any debt financing transaction; provided
         that (i) the number of shares of Common Stock (including shares of
         Common Stock issuable upon exercise, conversion, redemption or
         otherwise under such Options and Convertible Securities) shall not,
         when aggregated with all other shares of Common Stock (including shares
         of Common Stock issuable upon exercise, conversion, redemption or
         otherwise under such Options and Convertible Securities) issued under
         this subsection (d), exceed 2,428,261, subject to appropriate
         adjustment for stock splits, stock dividends, stock distributions,
         reverse stock splits, and similar transactions, and (ii) the value of
         the Common Stock (including shares of Common Stock issuable upon
         exercise, conversion, redemption or otherwise under such Options and
         Convertible Securities) issued in each such transaction, determined as
         if each such share of Common Stock has a value equal to the Daily
         Market Price as of the date such transaction is consummated, shall not
         exceed ten percent (10%) of the value of the non-equity portion of such
         transaction; and

              (e) Common Stock issued or issuable upon exercise of this Warrant.

         12.10 "Gross Number" means, with respect to any exercise of this
Warrant, the product of (A) the number of shares on the face of this Warrant,
not to exceed in the aggregate the Issuable Number, for which this Warrant is
being exercised as specified in the respective Warrant Exercise Notice
multiplied by (B) the quotient of (1) the Stock Purchase Price divided by (2)
the Warrant Price (as adjusted to the date of such calculation).



                                       17
<PAGE>


         12.11 "Issuable Number" means one million eighty-two thousand seven
hundred twenty (1,082,720), provided that if the 90-Day Price is less than the
Conversion Price (as defined in the First Amended and Restated Certificate of
Rights and Preferences of Series B-1 Cumulative Convertible Preferred Stock),
then "Issuable Number" shall mean a quantity equal to the quotient of (a) $15
million divided by (b) the 90-Day Price, provided, however, that for purposes of
this paragraph, in no event shall the 90-Day Price be greater than 135% of the
Main Agreement Date Price (as defined in the Certificate of Rights and
Preferences of Series C Cumulative Convertible Preferred Stock) or less than the
amount equal to the product of (a) the quotient of six dollars divided by eight
dollars and fifty cents ($6.00/$8.50) times (b) the Main Agreement Date Price
(as defined in the Certificate of Rights and Preferences of Series C Cumulative
Convertible Preferred Stock).

         12.12 "Issuer" as defined in the introduction to this Warrant, means
Champion Enterprises, Inc. and any corporation which shall succeed to or assume
the obligations of Champion Enterprises, Inc.

         12.13 "Options" means any rights, options or warrants to subscribe for,
purchase or otherwise acquire either Additional Shares of Common Stock or
Convertible Securities.

         12.14 "Other Securities" means any stock (other than Common Stock) and
other securities of the Issuer or any other Person (corporate or otherwise)
which the Holders of the Warrants at any time shall be entitled to receive, or
shall have received, upon the exercise of the Warrants, in lieu of or in
addition to Common Stock, or which at any time shall be issuable or shall have
been issued in exchange for or in replacement of Common Stock or Other
Securities.

         12.15 "Parent" as to any Acquiring Person, means any corporation which
(a) controls the Acquiring Person directly or indirectly through one or more
intermediaries, (b) is required to include the Acquiring Person in the
consolidated financial statements contained in such Parent's Annual Report on
Form 10-K (if Parent is required to file such a report) or would be required to
so include the Acquiring Person in such Parent's consolidated financial
statements if they were prepared in accordance with U.S. GAAP and (c) is not
itself included in the consolidated financial statements of any other Person
(other than its consolidated subsidiaries).

         12.16 "Person" means a corporation, an association, a partnership, a
limited liability company, an organization, a business, an individual, a
government or political subdivision thereof or a governmental agency.

         12.17 "Registered Common Stock" means Common Stock that has been
registered under the Securities Act and is freely tradable.

         12.18 "Restatement" means that the Issuer adversely restates net income
or shareholders' equity, in any material respect, in any portion of its
financial statements as included in a Form 10-K or Form 10-Q filed with the
Securities and Exchange Commission in the form of an amendment thereto, press
release, Form 8-K or any other method except as is required as a result of a
change occurring after the date of the Main Agreement in (i) applicable law or
(ii) generally accepted accounting principles promulgated by the Financial
Accounting Standards Board or the







                                       18
<PAGE>

Securities and Exchange Commission, which change is implemented by the Issuer in
the manner and at the time prescribed by such law or such generally accepted
accounting principle.

         12.19 "Restatement Date" means the most recent date on which a
Restatement occurs.

         12.20 "Restatement Notice" means a written notice from the Issuer to
the Holder, (i) stating the Restatement Date and (ii) including the documents in
which the Restatement was publicly disclosed.

         12.21 "Stock Purchase Price" means, (a) until the expiration of the
90-Business-Day period used in calculating the 90-Day Price, $12.0369, and, (b)
immediately following the expiration of the 90-Business-Day period used in
calculating the 90-Day Price, the product of (i) one hundred and fifty percent
(150%) times (ii) the 90-Day Price. The Stock Purchase Price shall increase by
seventy-five cents ($0.75) on each anniversary of the date of the Main
Agreement.

         12.22 "Subsidiary" of a Person means (i) a corporation, a majority of
whose stock with voting power, under ordinary circumstances, to elect directors
is at the time of determination, directly or indirectly, owned by such Person or
by one or more Subsidiaries of such Person, or (ii) any other entity (other than
a corporation) in which such Person or one or more Subsidiaries of such Person,
directly or indirectly, at the date of determination thereof has at least a
majority ownership interest.

         12.23 "Termination Date" means the date set forth in the first
paragraph hereof, provided that the Termination Date shall be extended by one
day for each day that the Registration Requirement (as defined in the Main
Agreement) is not satisfied.

13.       Remedies. The Issuer stipulates that the remedies at law of the Holder
of this Warrant in the event of any default or threatened default by the Issuer
in the performance of or compliance with any of the terms of this 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.

14.      No Rights or Liabilities as Shareholder. Nothing contained in this
Warrant shall be construed as conferring upon the Holder hereof any rights as a
shareholder of the Issuer or as imposing any obligation on such Holder to
purchase any securities or as imposing any liabilities on such Holder as a
shareholder of the Issuer, whether such obligation or liabilities are asserted
by the Issuer or by creditors of the Issuer.

15.      Notices. All notices and other communications under this Warrant shall
be in writing and shall be delivered by facsimile or by a nationally recognized
overnight courier, postage prepaid, addressed (a) if to Holder or the Issuer, in
the manner provided in the Main Agreement, or (b) if to any other Holder of any
Warrant, at the registered address of such Holder as set forth in the register
kept at the principal office of the Issuer, provided that the exercise of any
Warrant shall be effective in the manner provided in Section 1.




                                       19
<PAGE>


16.      Amendments. This Warrant and any term hereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by the party
against which enforcement of such change, waiver, discharge or termination is
sought.

17.      Descriptive Headings.  The headings in this Warrant are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.

18.      GOVERNING LAW.  THIS WARRANT SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF
THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

19.      Judicial Proceedings; Waiver of Jury. Any judicial proceeding brought
against the Issuer with respect to this Warrant may be brought in any court of
competent jurisdiction in the State of New York or of the United States of
America for the Southern District of New York and, by execution and delivery of
this Warrant, each of the Issuer and Holder (a) accepts, generally and
unconditionally, the nonexclusive jurisdiction of such courts and any related
appellate court, and irrevocably agrees to be bound by any judgment rendered
thereby in connection with this Warrant, subject to any rights of appeal, and
(b) irrevocably waives any objection the Issuer or Holder may now or hereafter
have as to the venue of any such suit, action or proceeding brought in such a
court or that such court is an inconvenient forum. Each of the Issuer and Holder
hereby waives personal service of process and consents, that service of process
upon it may be made by certified or registered mail, return receipt requested,
at its address specified or determined in accordance with the provisions of
Section 15, and service so made shall be deemed completed on the first Business
Day after such service is deposited with a reputable overnight courier or, if
earlier, when delivered. Nothing herein shall affect the right to serve process
in any other manner permitted by law or shall limit the right of any party to
bring proceedings against the other party in the courts of any other
jurisdiction. EACH PARTY HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING
INVOLVING, DIRECTLY, OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT,
CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH
THIS WARRANT OR THE RELATIONSHIP ESTABLISHED HEREUNDER.

         This Warrant Certificate shall not be valid unless signed by the
Issuer.

                  [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]




                                       20
<PAGE>




         IN WITNESS WHEREOF, Champion Enterprises, Inc. has caused this Warrant
Certificate to be signed by its duly authorized officer.

Dated:  April 2, 2002          CHAMPION ENTERPRISES, INC.


                               By:         /s/ Anthony S. Cleberg
                                      ----------------------------------------
                               Name:    Anthony S. Cleberg
                               Title:   Executive Vice President and Chief
                                        Financial Officer





<PAGE>



                                                                       EXHIBIT 1


                        [FORM OF WARRANT EXERCISE NOTICE]

                  (To Be Executed Upon Exercise Of the Warrant)


                                     [DATE]

Champion Enterprises, Inc.
2701 Cambridge Court, Suite 300
Auburn Hills, MI 48326
Attention:  Chief Financial Officer

                  Re:      Warrant No. W-[  ]
                           __________________

Ladies and Gentlemen:

         The undersigned is the registered Holder of the above-referenced
warrant (the "Warrant") issued by Champion Enterprises, Inc. (the "Issuer"),
evidenced by copy of the Warrant Certificate attached hereto, and hereby elects
to exercise the Warrant to purchase [___________](1) shares of Common Stock (as
defined in such Warrant Certificate) and, pursuant to Section 1.1(a) of the
Warrant Certificate shall be entitled to receive [______________](2) shares of
Common Stock, net.

         In accordance with the terms of the attached Warrant Certificate, the
undersigned requests that certificates for such shares be registered in the name
of and delivered to the undersigned at the following address:



         The undersigned will deliver the original of the Warrant Certificate no
later than the second Business Day after and excluding the date of this notice.

         [If the number of shares of Common Stock to be delivered is less than
the total number of shares of Common Stock deliverable under the Warrant, insert
the following -- The undersigned requests that a new warrant certificate
substantially identical to the attached Warrant Certificate





______________________

(1)  Insert here the number of shares called for on the face of this Warrant
     (or, in the case of a partial exercise, the portion thereof as to which
     this Warrant is being exercised), in either case without making any
     adjustment for Additional Shares of Common Stock or any other stock or
     other securities or property or cash which, pursuant to the adjustment
     provisions of this Warrant, may be delivered upon exercise. In the case of
     partial exercise, a new Warrant or Warrants will be issued and delivered,
     representing the unexercised portion of the Warrant, to the Holder
     surrendering the Warrant.

(2)  Insert here the net number of shares that the Holder is entitled to receive
     upon exercise, using the formula in Section 1(a) of this Warrant.







<PAGE>

be issued to the undersigned evidencing the right to purchase the number of
shares of Common Stock equal to (x) the total number of shares of Common Stock
deliverable under the Warrant less (y) [_____________](3).]





















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


                                     By:
                                        --------------------------------------
                                     Name:
                                     Title:



                                      By:
                                         --------------------------------------
                                      Name:
                                      Title:
ACKNOWLEDGED:

CHAMPION ENTERPRISES, INC.


By:
     --------------------------------------------
Name:
Title:





















--------------------

(3)  Insert here the number of shares identified in the first footnote to this
     Form of Warrant Exercise Notice.



                                   2
<PAGE>






                                                                       EXHIBIT 2



                   [FORM OF WARRANT EXERCISE 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 "Main Agreement") dated as of
March 29, 2002 by and between Champion Enterprises, Inc. and Fletcher
International, Ltd. Capitalized terms not otherwise defined herein shall have
the meanings ascribed thereto in the Main Agreement.

         This notice confirms that the Warrant has been exercised by the Holder
with respect to ______________ shares of Common Stock at a Warrant Price (as
defined in the Warrant Certificate) 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.
Also attached is a reissued warrant certificate, as provided in Section 1.5 of
the Warrant Certificate. We will send the original stock certificates by
overnight courier to the following address:

                            [TO COME]

                            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






<PAGE>



                                     CHAMPION ENTERPRISES, INC.



                                     By:
                                         -----------------------------
                                     Name:
                                     Title:















                                       2