Exhibit 10.22

                           SOUTHERN ENERGY HOMES, INC.

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

         AGREEMENT,  amended and restated  effective as of the 14th day of June,
1996  by and  between  Southern  Energy  Homes,  Inc.,  a  Delaware  corporation
(hereinafter called the "Company"), and Wendell L. Batchelor (hereinafter called
the "Executive").

         WHEREAS,  the  Executive has served since June 8, 1989 as the President
and Chief Executive Officer of the Company and its predecessor,  Southern Energy
Homes, Inc., an Alabama corporation ("SEH-Alabama"), pursuant to that Employment
Agreement dated as of June 8, 1989 by and between the Executive and SEH-Alabama,
as amended by an Amendment to Employment  Agreement  dated as of January 1, 1993
(as so amended, the "Original Agreement");

         WHEREAS,  since  August 17, 1996 the  Executive  has also served as the
Chairman of the Board of the Company;

         WHEREAS, in light of the Executive's  performance and his contributions
to the growth and  profitability  of the  Company,  the  Company is  prepared to
increase  the  Executive's  Base Salary and to amend and  restate  the  Original
Agreement to reflect such increase and the  Executive's  position as Chairman of
the Board;

         WHEREAS, the Executive is prepared to so amend and restate the Original
Agreement;

         NOW,  THEREFORE,  for good and valuable  consideration,  the receipt of
which is hereby acknowledged, the parties hereto, intending to be legally bound,
do hereby agree to amend and restate the Original  Agreement pursuant to Section
8.1 of the Original Agreement as follows:

         1.  Employment.  The Company  hereby  agrees to employ the Executive as
Chairman of the Board,  President and Chief Executive Officer of the Company and
the Executive hereby agrees to accept such employment,  under and subject to the
terms and conditions hereinafter set forth.

         2. Duties.  The Executive  agrees to perform  faithfully such duties as
are  consistent  with his position as the Chairman of the Board,  President  and
Chief  Executive  Officer of the  Company as may be assigned to him from time to
time by the Board of Directors of the Company,  and shall report to the Board of
Directors.  The Company shall provide the Executive with such support  personnel
and office facilities as the Board of Directors shall deem reasonably  necessary
to permit the  Executive to perform the duties  assigned to him  hereunder.  The
Executive agrees,  during the Term (as hereinafter  defined), to devote his full
business  time and efforts to the  performance  of his duties  hereunder  to the
exclusion of all other business activities. The foregoing shall not prohibit the
Executive from acting as a passive  investor in such investments and enterprises
as the  Executive  may choose,  provided,  however,  that such activity does not
interfere with the performance of his duties  hereunder and does not involve the
use of the Company resources or personnel.

         3.  Compensation.  In  consideration  of the  services  rendered by the
Executive under this Agreement, the Company shall pay the Executive compensation
as follows:

                  (a) Base Salary:  The Company  shall pay the  Executive a base
salary (the "Base  Salary") of Thirty Six  Thousand  Six Hundred and Sixty Seven
Dollars  ($36,667.00)  per  month  during  the  term  of  this  Agreement.   The
Executive's  Base  Salary  shall be paid in  arrears on a weekly,  bi-weekly  or
monthly basis in accordance with such Company payroll policy and practice as may
obtain from time to time.  The Base Salary may be reviewed  from time to time by
the  Board of  Directors  to  determine  whether,  in light of the  scope of the
Executive's  duties and his  performance,  it may be appropriate to increase the
Base Salary.

                  (b)  Incentive  Compensation:  In addition to his Base Salary,
the Executive shall be entitled to receive  incentive bonus  compensation as set
forth on the attached Schedule A.

         4. Insurance and Other Benefits.  During the Term of this Agreement the
Executive shall be entitled to the following benefits:








                  (a) health and medical  insurance,  disability  insurance  and
life  insurance  benefits  comparable  in  cost  and  coverage  to the  benefits
presently provided by the Company to the Executive as of the date hereof;

                  (b) automobile expense allowance which is permitted under, and
is in accordance with, policies which may be established with respect thereto by
the Board of Directors from time to time;

                  (c) travel and  entertainment  allowances  which are permitted
under,  and are in  accordance  with,  policies  which may be  established  with
respect thereto by the Board of Directors from time to time;

                  (d) paid  vacation  and holidays as  permitted  under,  and in
accordance  with,  policies which may be established with respect thereto by the
Board of Directors from time to time; and

                  (e) paid sick  leave as  permitted  under,  and in  accordance
with,  policies  which may be established  with respect  thereto by the Board of
Directors from time to time.

         5. Term. The term of employment under this Agreement (the "Term") shall
continue  until June 30,  1997,  and shall  thereafter  automatically  renew for
additional  one (1) year periods  unless sooner  terminated (i) by either of the
parties  hereto by notice  not less than  ninety  (90) days prior to the date of
renewal of (ii) as provided in Section 6.

         6.       Termination.

         6.1  Termination  by the Company.  This Agreement and the employment of
the Executive by the Company may be terminated by the Company in accordance with
the provisions of this Section 6.1, as follows:

                  (a) If the Executive  has been  convicted of, or pleads guilty
or nolo contendere to a felony,  or to a misdemeanor  involving moral turpitude,
the  Company may  terminate  the  Executive's  employment  immediately  upon the
occurrence of such conviction or plea.

                  (b) If the Executive has, in the good faith  determination  of
the Board of Directors,  (i) engaged in willful  misconduct  with respect to the
Company,  or (ii) grossly  neglected his duties to the Company,  the Company may
terminate the Executive's  employment  immediately by notice, which notice shall
specify in reasonable detail the alleged misconduct or neglect.

                  (c) If the Executive has, in the good faith  determination  of
the Board of Directors,  (i) engaged in misconduct  with respect to the Company,
(ii) neglected his duties to the Company, (iii) failed substantially in areas of
his  direct  responsibility  to  achieve  satisfactory  operating  results  over
repeated quarterly periods, or (iv) failed  substantially to exercise reasonably
prudent skills in the performance of his duties hereunder, but in such cases the
alleged  misconduct,  neglect or failure is not  willful or gross,  but is worse
than mere  mediocre or ordinary  performance,  the  Company  may  terminate  the
Executive's  employment  immediately  by  written  notice  of  the  same  to the
Executive,  specifying in reasonable detail the alleged  misconduct,  neglect or
failure.

                  (d) The Company may also terminate the Executive's  employment
without assignment of cause upon thirty (30) days prior written notice.

In the event of termination under paragraphs (a) or (b) of this Section 6.1, all
salary,  incentive  bonus  compensation  and other  benefit  obligations  of the
Company under  Sections 3 and 4 of this  Agreement  shall cease  effective  with
termination of employment.  In the event of termination  under  paragraph (c) of
this Section 6.1, all salary,  incentive  bonus  compensation  and other benefit
obligations  of the Company shall cease as of the last day of the month in which
the  termination  occurs,  provided,  however that the Executive shall be paid a
severance  benefit equal to one (1) months Base Salary,  payable on the last day
of the month in which the termination  occurs. In the event of termination under
paragraph (d) of this Section 6.1, all salary,  incentive bonus compensation and
other benefit  obligations  of the Company shall cease as of the last day of the
month in which the  termination  occurs,  provided,  however that the  Executive
shall be paid a severance benefit equal to six (6) months Base Salary payable in
six (6) equal  monthly  installments  on the last day of the each of the six (6)
months following the month in which the termination occurs.

         6.2 Death.  In the event of the death of the Executive  during the term
of this Agreement, his employment by the Company shall be deemed to terminate as
of the date of his death and a death benefit equal to six (6) months Base Salary
shall be  payable  in six (6)  equal  monthly  installments  to the  Executive's
estate,  commencing with the month following the date of the Executive's  death.
All other  payments and benefits  shall cease as of the last day of the month in
which the Executive's death occurred.










         6.3  Permanent  Disability.  In the event  that the  Executive  suffers
Permanent  Disability (as  hereinafter  defined),  the Company may terminate the
Executive's  employment  by  notice  to the  Executive  and in the event of such
termination,  the Executive shall be entitled to receive a disability  severance
benefit  equal to six (6) months  Base Salary  payable in six (6) equal  monthly
installments  commencing on the last day of the month in which such  termination
occurs.  All other  payments  and  benefits,  except  for  disability  insurance
benefits  provided  pursuant to Section 4(a) hereof,  shall cease as of the last
day of the calendar  month in which such  termination  occurs.  For the purposes
hereof,  "Permanent Disability" shall be determined by a qualified physician and
shall mean the inability of the  Executive,  due to physical or mental  illness,
disability or infirmity,  to perform his duties hereunder for a period which has
continued,  or could  reasonably  be expected to continue,  for a period of four
consecutive  months.  Permanent  Disability shall not be considered  grounds for
termination by the Company under Section 6.1(a), (b) or (c) above.

        7.  Relocation.  The Company  agrees that it shall not require that the
Executive relocate from his residence in the State of Alabama.

         8. Notices. All notices hereunder, to be effective, shall be in writing
and shall be  delivered  by hand or  mailed by  certified  or  registered  mail,
postage and fees prepaid, as follows:

                  (i)      If to the Company to:

                           Southern Energy Homes, Inc.
                           c/o Lee Capital Holdings
                           One International Place
                           Boston, Massachusetts  02110
                           Attn:  Jonathan O. Lee

                           With a copy to:

                           Paul J. Hartnett, Jr.
                           Hutchins & Wheeler
                           101 Federal Street
                           Boston, Massachusetts  02110

                  (ii)     If to Executive to:

                           Wendell L. Batchelor
                           P.O. Box 390
                           Addison, Alabama  35540

                           With a copy to:

                           John R. Wynn
                           Lanier, Ford, Shaves and Payne, P.C.
                           200 West Court Square
                           Suite 5000
                           P.O. Box 2087
                           Huntsville, Alabama  35804-0527

unless  and until  notice of  another  or  different  address  shall be given as
provided herein.

         8.       Miscellaneous.

         8.1  Modification.  This  Agreement,  together  with  the  Noncompetion
Agreement,  constitutes  the entire  agreement  between the parties  hereto with
regard to the subject matter hereof,  superseding all prior  understandings  and
agreements,  whether  written  or oral.  This  Agreement  may not be  amended or
revised except by a writing signed by the parties.

         8.2  Successors and Assigns.  This Agreement  shall be binding upon and
inure to the  benefit  of both  parties  and  their  respective  successors  and
assigns,  although  the  obligations  of the  Executive  are personal and may be
performed only by him.

         8.3 Captions. Captions herein have been inserted solely for convenience
of reference  and in no way define,  limit or describe the scope or substance of
any provision of this Agreement.









         8.4 Severability.  The provisions of this Agreement are severable,  and
invalidity  of any  provision  shall  not  affect  the  validity  of  any  other
provision. In the event that any court of competent jurisdiction shall determine
that any provision of this Agreement or the application thereof is unenforceable
because of the  duration or scope  thereof,  the parties  hereto agree that said
court in making such determinations  shall have the power to reduce the duration
and scope of such provision to the extent necessary to make if enforceable,  and
that the  Agreement  in its reduced form shall be valid and  enforceable  to the
full extent permitted by law.

         8.5  Arbitration.  Any and all  disputes  arising  hereunder  shall  be
subject to binding  arbitration  in  Washington,  D.C., in  accordance  with the
Commercial Rules of the American Arbitration Association, as then amended and in
effect,  and any award  thereunder  shall be binding and  conclusive  and may be
entered for judgment in any court of competent jurisdiction.

         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
Agreement as a sealed instrument as of the day and year first above written.

                           SOUTHERN ENERGY HOMES, INC.


                         By: ___________________________
                             Keith W. Brown, Treasurer



                         EXECUTIVE:



                         -------------------------------
                         Wendell L. Batchelor









                                   SCHEDULE A

         This  Schedule A is to the Amended and  Restated  Employment  Agreement
between  Southern  Energy Homes,  Inc. (the  "Company") and Wendell L. Batchelor
(the "Executive"),  dated as of June 14, 1996 (the "Agreement"),  and sets forth
the terms of Executive's  incentive  bonus  compensation  as provided in Section
3(b) of the Agreement. Terms not otherwise defined in this Schedule A shall have
the respective meanings set forth in the Agreement.

         During the Term of this  Agreement,  the Executive shall be entitled to
incentive  bonus  compensation  equal to 2% of the Net  Income  (as  hereinafter
defined)  of  the  Company  for  the  period  in  which  such  incentive   bonus
compensation is earned.

         Incentive bonus compensation shall be paid monthly in arrears, provided
that  incentive  bonus  compensation  earned  for  any  period  which  does  not
constitute a full calendar  month shall be pro rated based on the number of days
in such period and the number of days in the applicable month.

         For the purpose of this Schedule A, Net Income shall mean net operating
income  before  interest  expense,  taxes and  amortization  for  organizational
expenses,  goodwill or covenants  not to compete and without  reduction  for any
management fees payable to Lee Capital Holdings.  Net Income shall be determined
in  accordance  with  generally  accepted  accounting  principles   consistently
applied.