Stock Purchase Agreement - Fleetwood Enterprises Inc. and Associates Commercial Corp.


                                 STOCK PURCHASE AGREEMENT

          This Stock Purchase Agreement ("Agreement") is made and entered 
into as of April 22, 1996 by and between Fleetwood Enterprises, Inc., a 
Delaware corporation ("Fleetwood"), and Associates Commercial Corporation, a 
Delaware corporation ("Buyer"), for the purchase and sale of all of the 
outstanding capital stock of Fleetwood Credit Corp., a California corporation 
("Company").

                                    BACKGROUND FACTS

          The Company is a recreational vehicle ("RV") financing company and 
wholly-owned subsidiary of Fleetwood, a manufacturer of RVs and manufactured 
housing.  Buyer is a commercial finance company.

          Fleetwood desires to sell to Buyer and Buyer desires to purchase 
all of the issued and outstanding shares of the Company, consisting of 
1,000,000 shares of Common Stock, par value $1.00 per share (the "Shares").

          NOW, THEREFORE, in consideration of the foregoing recitals and the 
representations, warranties and covenants hereinafter set forth, the parties 
hereto hereby agree as follows:


                                      ARTICLE I

                                     DEFINITIONS

          1.1  CERTAIN DEFINED TERMS.  As used in this Agreement, the 
following terms shall have the following meanings (such meanings to be 
equally applicable to both the singular and plural forms of the terms 
defined):

          "Affiliate" shall have the meaning ascribed to such term in Rule 
12b-2 promulgated under the Exchange Act by the SEC, as in effect on the date 
hereof.

          "Apportioned Short Period" shall have the meaning set forth in 
Section 10.3(b).

          "Balance Sheet" shall have the meaning set forth in Section 3.10.

          "Business Day" means a day other than a Saturday or a Sunday or 
other day on which commercial banks in Los Angeles, California, Dallas, Texas 
or Chicago, Illinois are authorized or required by law to close.

          "Closing" shall have the meaning set forth in Section 2.2.





          "Closing Date" means the day on which the Closing occurs pursuant 
to Section 2.2.

          "Code" means the Internal Revenue Code of 1986, as amended from 
time to time.

          "Collateral" means the collateral described in and subject to the 
Financing Agreements that consists of motor homes, travel trailers and 
folding trailers manufactured and/or distributed by Fleetwood.

          "Company Employee" has the meaning set forth in Section 9.1(a).

          "Confidentiality Agreement" shall have the meaning set forth in 
Section 7.1.

          "Contract" means any contract, agreement, license, lease, sales or 
purchase order or other legally binding commitment, whether written or oral.

          "Contractual Obligation" means, as to a Person, any provision of 
any note, bond or security issued by such Person or of any mortgage, 
indenture, deed of trust, franchise, Contract, instrument or undertaking to 
which such Person is a party or by which it or any of its property or assets 
is subject.

          "Customer" means the primary obligor under any Finance Agreement.

          "DOJ" shall have the meaning set forth in Section 5.3.

          "Employee Benefit Arrangements" means each and all pension, 
supplemental pension, accidental death and dismemberment, life and health 
insurance and benefits (including medical, dental, vision and 
hospitalization), short- and long-term disability, savings, bonus, deferred 
compensation, incentive compensation, holiday, vacation, severance pay, 
salary continuation, sick pay, sick leave, tuition refund, service award, 
company car, scholarship, relocation, patent award, fringe benefit, flexible 
spending account programs and other employee benefit plans, contracts or 
policies providing employee or executive compensation or benefits to Company 
Employees, other than the Employee Benefit Plans.

          "Employee Benefit Plans" means each and all "employee benefit 
plans," as defined in Section 3(3) of ERISA, maintained or contributed to by 
the Company or in which the Company participates or participated and which 
provides benefits to Company Employees, including (i) any such plans that are 
"employee welfare benefit plans" as defined in Section 3(1) of ERISA and (ii) 
any such plans that are "employee pension benefit plans" as defined in 
Section 3(2) of ERISA.  See definition of "Fleetwood Plans" below.


                                       2






          "Environmental Law" means the Comprehensive Environmental Response, 
Compensation and Liability Act of 1980, as amended, the Resource Conservation 
and Recovery Act of 1976, as amended, and any applicable statutes, 
regulations, rules, ordinances, codes, licenses, permits, orders, approvals, 
plans, authorizations, concessions, franchises and similar items of all 
Governmental Authorities and all applicable judicial, administrative and 
regulatory decrees, judgments and orders, any of which relate to the 
protection of human health or the environment from the effects of Hazardous 
Materials, including, but not limited to, those pertaining to reporting, 
licensing, permitting, investigating and remediating emissions, discharges, 
releases or threatened releases of Hazardous Materials into the air, surface 
water, groundwater or land, or relate to the manufacture, processing, 
distribution, use, treatment, storage, disposal, transport or handling of 
Hazardous Materials.

          "ERISA" means the Employee Retirement Income Security Act of 1974, 
as amended from time to time.

          "ERISA Affiliate" means any Person who would be treated as a member 
of a controlled group of Fleetwood or the Company under Section 4001(a)(14) 
of ERISA.

          "Exchange Act" means the Securities Exchange Act of 1934, as 
amended from time to time, and the rules and regulations of the SEC 
promulgated from time to time thereunder.

          "Finance Agreements" means wholesale financing agreements, retail 
financing agreements and rental dealer agreements of the Company.

          "Financial Statements" shall have the meaning set forth in Section 
3.10(a).

          "Fleetwood Plans" means each and all Employee Benefit Plans and 
Employee Benefit Arrangements sponsored or maintained by Fleetwood or the 
Company under which any Company Employee participates or is entitled to 
receive benefits.

          "FTC" shall have the meaning set forth in Section 5.3.

          "GAAP" means generally accepted accounting principles in the United 
States of America as applied by the Company and the Subsidiary on a 
consistent basis from period to period.

          "Governmental Authority" means any nation or government, any state 
or other political subdivision thereof and any entity exercising executive, 
legislative, judicial, regulatory or administrative functions of or 
pertaining to government.

          "Group" means, individually and collectively, (i) Fleetwood, (ii) 
the Company, (iii) the Subsidiary, and (iv) any other entity as to which the 
Company or the


                                    3





Subsidiary is liable for Taxes incurred pursuant to Treasury Regulations 
Section 1.1502-6 or pursuant to any other provision of federal, state, local 
or foreign law or regulation.

          "Hazardous Material" means any substance: (i) which is defined as a 
hazardous waste, hazardous substance, pollutant or contaminant under any 
Environmental Law; (ii) which is toxic, explosive, corrosive, flammable, 
infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous and 
is regulated by any Governmental Authority; or (iii) which contains gasoline, 
diesel fuel or other petroleum hydrocarbons.

          "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 
1976, as amended from time to time.

          "Indemnified Person" means any Person entitled to seek 
indemnification hereunder.

          "Indemnifying Person" means any Person from whom indemnification is 
being sought hereunder.

          "Interim Date" shall have the meaning set forth in Section 3.12.

          "Interim Period" shall have the meaning set forth in Section 
12.1(i).

          "IRS" means the United States Internal Revenue Service.

          "Knowledge of Fleetwood" with reference to any of the 
representations and warranties of Fleetwood means the actual knowledge of any 
"executive officer" of Fleetwood or the Company or the Subsidiary, or of any 
other employee of Fleetwood or the Company or the Subsidiary who is charged 
with overall responsibility for a department of Fleetwood or the Company or 
the Subsidiary, to the extent such officer or employee had, on the date 
hereof, responsibility for matters that are the subject of such 
representation and warranty.

          "Leased Property" has the meaning set forth in Section 3.15.

          "Lien" means any mortgage, pledge, hypothecation, assignment, 
encumbrance, lien (statutory or other) or other security agreement of any 
kind or nature whatsoever (including, without limitation, any conditional 
sale or other title retention agreement or any financing lease having 
substantially the same economic effect as any of the foregoing).

          "Loss" means any loss, liability, claim, damage or expense 
(including reasonable attorneys' fees and disbursements and the costs of 
investigation).

          "Material Adverse Effect" means a material adverse effect on (a) 
the business, operations, property or condition (financial or other) of the 
Company and 


                                    4




Subsidiary taken as a whole or (b) the ability of Fleetwood to
consummate the transactions contemplated by this Agreement.

          "Operating Agreement" shall have the meaning set forth in
Section 8.1(c).

          "Permitted Lien" means (a) mechanics', carriers', workmen's, 
repairmen's or other like Liens arising or incurred in the ordinary course of 
business, (b) Liens arising under original purchase price conditional sales 
contracts and equipment leases with third parties entered into in the 
ordinary course of business, (c) Liens for Taxes and other governmental 
charges which are not due and payable or which may thereafter be paid without 
penalty, and (d) other imperfections of title, restrictions or encumbrances, 
if any, which Liens, imperfections of title, restrictions or other 
encumbrances do not, individually or in the aggregate, materially impair the 
continued use and operation of the specific assets to which they relate.  In 
the case of Collateral under Finance Agreements, Permitted Liens shall only 
include Liens that are subordinate to the interest of the secured party and 
which the related Customer is obligated to remove under the Finance Agreement.

          "Person" means an individual, partnership, corporation, limited 
liability company, business trust, joint stock company, trust, unincorporated 
association, joint venture, Governmental Authority or other entity of 
whatever nature.

          "Pre-Closing Tax Period shall have the meaning set forth in Section 
10.3(b).

          "Purchase Price" has the meaning set forth in Section 2.1.

          "Records" means all of the ledgers, journals, bookkeeping 
memoranda, account cards, reports, computer listings, indexes, stored 
computer data, Customer files, credit files, magnetic media, Collateral 
records and all other correspondence, memoranda and records, including 
Federal, state and local Tax Returns of the Company and the Subsidiary.

          "Requirement of Law" means, as to any Person, the Certificate or 
Articles of Incorporation and Bylaws or other organizational or governing 
documents of such Person, and any law, treaty, rule or regulation or 
determination of an arbitrator or a court or other Governmental Authority, in 
each case applicable to or binding upon such Person or any of its property or 
to which such Person or any of its property is subject.

          "Restricted Territory" shall have the meaning set forth in Section 
11.1.

          "Securities Act" means the Securities Act of 1933, as amended from 
time to time, and the rules and regulations of the SEC promulgated from time 
to time thereunder.

          "SEC" means the Securities and Exchange Commission.


                                      5




          "Securitization Instruments" shall have the meaning set forth
in Section 3.25(a).

          "Securitization Servicer" shall have the meaning set forth in 
Section 3.25(a).

          "Securitization Transaction" has the meaning set forth in Section 
3.25(a).

          "Servicing Agreement" has the meaning set forth in Section 3.23.

          "Shares" is defined in the recitals hereto.

          "Short Period" shall have the meaning set forth in Section 10.3(b).

          "Subsidiary" means Fleetwood Credit Receivables Corp., a California 
corporation.

          "Subsidiary Shares" means all of the issued and outstanding shares 
of the Subsidiary, consisting of 1,000 shares of common stock, no par value.

          "Tax" or "Taxes" means all federal, state, local, foreign or other 
taxes, including net income, alternative minimum or add-on minimum tax, gross 
income, unitary, gross receipts, sales, use, intangible, ad valorem, 
franchise, profits, license, withholding on amounts paid to or by the Company 
or the Subsidiary, payroll, employment, excise, severance, stamp, transfer, 
occupation, premium, property or environmental windfall profit tax, custom, 
duty or other tax, governmental fee or other like assessment or charge of any 
kind whatsoever, together with any interest or penalty, addition to tax or 
additional amount imposed by any jurisdiction or other Governmental Authority 
(federal, state, local or foreign) on the Group.

          "Tax Claim" shall have the meaning set forth in Section 10.3(d).

          "Tax Indemnitee" shall have the meaning set forth in Section 
10.3(d).

          "Tax Indemnitor" shall have the meaning set forth in Section 
10.3(d).

          "Tax Returns" means all returns or material reports or forms 
required to be filed with a Governmental Authority with respect to Tax.

          "Third Party Claim" shall have the meaning set forth in Section 
10.5(a).

          "Title IV Pension Plan" shall have the meaning set forth in Section 
3.19(e).

          "WARN Act" means the Worker Adjustment and Retraining Notification 
Act of 1988, as amended from time to time.



                                    6



          1.2  OTHER DEFINITIONAL PROVISIONS.

               (a)  Terms defined in this Agreement in Sections other than 
Section 1.1 shall have the meanings as so defined when used in this Agreement.

               (b)  Unless express reference is made to Business Days, 
references to days shall be to calendar days.


                                ARTICLE II

                            TRANSFER OF SHARES

          2.1  PURCHASE AND SALE OF THE SHARES.  On the terms and subject to 
the conditions of this Agreement, Fleetwood will sell, transfer and deliver 
to Buyer, and Buyer will purchase from Fleetwood, (i) the Shares and (ii) the 
Covenant Not to Compete set forth in Article XI for a total purchase price of 
One Hundred Fifty-Six Million Six Hundred Thousand Dollars ($156,600,000) 
("Purchase Price"), payable at the time and in accordance with the terms set 
forth in Section 2.3 and subject to adjustment in accordance with Section 2.4.

          2.2  CLOSING.  The closing ("Closing") of the purchase and sale of 
the Shares shall be held at the offices of Gibson, Dunn & Crutcher, Jamboree 
Center, 4 Park Plaza, Irvine, California, at 10:00 a.m. on May 30, 1996, or 
if the conditions to Closing set forth in Article VIII shall not have been 
satisfied or waived by such date, subject to the termination rights set forth 
in Article XIII, as soon as practicable after such conditions shall have been 
satisfied or waived.  The date on which the Closing shall occur is 
hereinafter referred to as the "Closing Date."

          2.3  DELIVERIES.  At the Closing, Buyer shall deliver to Fleetwood 
by wire transfer (to a bank account designated at least three Business Days 
prior to the Closing Date in writing by Fleetwood) immediately available 
funds in an amount equal to the Purchase Price.  At the Closing, Fleetwood 
shall deliver or cause to be delivered to Buyer certificates representing the 
Shares, duly endorsed in blank or accompanied by stock powers duly endorsed 
in blank in proper form for transfer, with appropriate transfer stamps, if 
any, affixed thereto.  In addition, at the Closing Buyer and Fleetwood shall 
deliver to and receive from each other all documents required to be delivered 
and received pursuant to Article VIII hereof.

          2.4  ADJUSTMENT TO PURCHASE PRICE.  

               (a)  By May 15, 1996, Fleetwood shall deliver to Buyer the 
unaudited balance sheet as of, and unaudited consolidated statements of 
income and cash flows for the Company's fiscal year ended April 30, 1996, 
prepared on the same basis as the unaudited financial statements referred to 
in Section 3.10 hereof.  For the purpose of the Closing, in the event that 
the "total shareholders' equity" of the Company as of 

                                    7




April 30, 1996, as reflected on such unaudited financial statements, is less 
than $96.6 million, then the Purchase Price payable at the Closing shall be 
reduced by a dollar amount equal to the amount by which such shareholders' 
equity as of April 30, 1996 is less than $96.6 million.
 


              (b)  On or before July 31, 1996, Fleetwood shall
deliver to Buyer the April 30, 1996 financial statements referred to in (a)
above audited by Fleetwood's independent auditing firm.  If the audited "total
shareholder's equity" of the Company as of April 30, 1996 does not equal or
exceed $96.6 million, then Fleetwood concurrently shall remit to Buyer, without
interest, the differential between $96.6 million and the audited "total
shareholder's equity" as of such date.  Fleetwood agrees that the unaudited
April 30, 1996 financial statements referred to in Section 2.4(a) above and the
audited financial statements referred to in this Section 2.4(b) shall have been
prepared in accordance with (i) GAAP, (ii) the books and records of the Company
and the Subsidiary, and (iii) those accounting policies, procedures and
practices of the Company and the Subsidiary that were in effect or existing, as
appropriate, on the Interim Date.


                                   ARTICLE III

                    REPRESENTATIONS AND WARRANTIES OF FLEETWOOD

          Fleetwood hereby represents and warrants to Buyer as follows:

          3.1  ORGANIZATION; STANDING AND AUTHORITY OF FLEETWOOD. Fleetwood 
is a corporation duly organized, validly existing and in good standing under 
the laws of the State of Delaware.  Fleetwood has all requisite corporate 
power and authority to enter into this Agreement and to consummate the 
transactions contemplated hereby.  All corporate acts and other proceedings 
required to be taken by Fleetwood to authorize the execution, delivery and 
performance of this Agreement and the consummation of the transactions 
contemplated hereby have been duly taken.  This Agreement has been duly 
executed and delivered by Fleetwood and constitutes a valid and binding 
obligation of Fleetwood, enforceable against Fleetwood in accordance with its 
terms, except as enforceability may be limited by bankruptcy, insolvency, 
reorganization, moratorium and other similar laws relating to or affecting 
creditors' rights generally or by general equitable principles (regardless of 
whether such enforceability is considered in a proceeding in equity or at 
law).

          3.2  ORGANIZATION; STANDING AND AUTHORITY OF THE COMPANY. The 
Company is a corporation duly organized and validly existing under the laws 
of the State of California.  The Company is duly qualified and in good 
standing to do business in each jurisdiction in which the nature of its 
business or the ownership, leasing or holding of its properties makes such 
qualification necessary, except such jurisdictions where the failure to be so 
qualified or in good standing, individually or in the aggregate, would not 
have a Material Adverse Effect.  The Company has all requisite corporate 
power and authority and possesses all governmental franchises, licenses, 
permits, authorizations and approvals 


                                    8




necessary to enable it to carry on its business as presently conducted other 
than such franchises, licenses, permits, authorizations and approvals the 
lack of which, individually or in the aggregate, would not have a Material 
Adverse Effect.  Fleetwood has made available to Buyer (i) the Articles of 
Incorporation, as amended to date, and the Bylaws, as in effect on the date 
hereof, of the Company and (ii) the stock certificate and transfer books and 
the minute books of the Company.

          3.3  ORGANIZATION; STANDING AND AUTHORITY OF THE SUBSIDIARY.  The 
Subsidiary is a corporation duly organized and validly existing under the 
laws of the State of California.  The Subsidiary is duly qualified and in 
good standing to do business in each jurisdiction in which the nature of its 
business or the ownership, leasing or holding of its properties makes such 
qualification necessary, except such jurisdictions where the failure to be so 
qualified or in good standing, individually or in the aggregate, would not 
have a Material Adverse Effect.  The Subsidiary has all requisite corporate 
power and authority and possesses all governmental franchises, licenses, 
permits, authorizations and approvals necessary to enable it to carry on its 
business as presently conducted other than such franchises, licenses, 
permits, authorizations and approvals the lack of which, individually or in 
the aggregate, would not have a Material Adverse Effect.  Fleetwood has made 
available to Buyer (i) the Articles of Incorporation, as amended to date, and 
the Bylaws, as in effect on the date hereof, of the Subsidiary and (ii) the 
stock certificate and transfer books and the minute books of the Subsidiary.

          3.4  THE SHARES.  Fleetwood has good and valid title to the Shares, 
free and clear of any Liens and has full power and authority to transfer good 
and valid title to the Shares free and clear of any Liens.  Assuming Buyer 
has the requisite power and authority to be the lawful owner of the Shares, 
upon delivery to Buyer at the Closing of certificates representing the 
Shares, duly endorsed by Fleetwood for transfer to Buyer, and upon 
Fleetwood's receipt of the Purchase Price, good and valid title to the Shares 
will pass to Buyer, free and clear of any Liens other than those arising from 
acts of Buyer or its Affiliates.  Other than this Agreement and except as set 
forth on Schedule 3.4, the Shares are not subject to any voting trust 
agreement or other Contractual Obligation restricting or otherwise relating 
to the voting, dividend rights or disposition of the Shares.  The 
certificates representing the Shares to be delivered at Closing will 
constitute all of the outstanding Shares.

          3.5  THE SUBSIDIARY SHARES.  The Company has good and valid title 
to the Subsidiary Shares, free and clear of all Liens.  Other than this 
Agreement and except as set forth on Schedule 3.4, the Subsidiary Shares are 
not subject to any voting trust agreement or other Contractual Obligation 
restricting or otherwise relating to the voting, dividend rights or 
disposition of the Subsidiary Shares.  The certificates representing the 
Subsidiary Shares to be delivered at Closing will constitute all of the 
outstanding Subsidiary Shares.

          3.6  CAPITAL STOCK OF THE COMPANY.  The authorized capital stock of 
the Company consists of 1,000,000 shares of Preferred Stock, $1.00 par value, 
and 8,000,000 



                                    9



shares of Common Stock, $1.00 par value.  The Shares were duly authorized and 
validly issued and are outstanding, fully paid and nonassessable.  Except for 
the Shares, there are no shares of capital stock or other equity securities 
of the Company outstanding.  Fleetwood is the record owner of the Shares.  
The Shares have not been issued in violation of, and none of the Shares are 
subject to, any preemptive or subscription rights.  There are no outstanding 
warrants, options, "phantom" stock rights, agreements, convertible or 
exchangeable securities or other commitments (other than this Agreement) 
pursuant to which Fleetwood or the Company is or may become obligated to 
issue, sell, purchase, return or redeem any shares of capital stock or other 
securities of the Company, and no equity securities of the Company are 
reserved for issuance for any purpose.

          3.7  CAPITAL STOCK OF THE SUBSIDIARY.  The authorized capital stock 
of the Subsidiary consists of 1,000 shares of Common Stock, no par value.  
The Subsidiary Shares were duly authorized and validly issued and are 
outstanding, fully paid and nonassessable.  Except for the Subsidiary Shares, 
there are no shares of capital stock or other equity securities of the 
Subsidiary outstanding.  The Company is the record owner of the Subsidiary 
Shares.  The Subsidiary Shares have not been issued in violation of, and none 
of the Subsidiary Shares are subject to, any preemptive or subscription 
rights.  There are not outstanding warrants, options, "phantom" stock rights, 
agreements, convertible or exchangeable securities or other commitments 
(other than this Agreement) pursuant to which Fleetwood or the Company or the 
Subsidiary is or may become obligated to issue, sell, purchase, return or 
redeem any shares of capital stock or other securities of the Subsidiary, and 
no equity securities of the Subsidiary are reserved for issuance for any 
purpose.

          3.8  EQUITY INTERESTS.  Other than its ownership of all the 
outstanding capital stock of the Subsidiary, the Company does not directly or 
indirectly own capital stock of or other equity interests in any Person.  The 
Subsidiary does not directly or indirectly own capital stock of or other 
equity interests in any Person.

          3.9  NO BREACH OR DEFAULT; CONSENTS AND APPROVALS. 

               (a)  Except as set forth in Schedule 3.9, the execution and 
delivery by Fleetwood of this Agreement and other documents referenced herein 
to which Fleetwood is a party and the consummation of the transactions 
contemplated hereby and thereby will not result in or constitute any of the 
following:  (i) a default or an event that, with the giving of notice or 
lapse of time, or both, would be a default, breach or violation of the 
charter documents or bylaws of Fleetwood or the Company or the Subsidiary or 
any Contractual Obligation of the Company or the Subsidiary, (ii) an event 
that would permit any party to terminate any Company Contract or Subsidiary 
Contract or to accelerate the maturity of any indebtedness or other 
Contractual Obligation of the Company or the Subsidiary, (iii) the creation 
or imposition of any Lien on any of the properties of the Company or the 
Subsidiary, or (iv) a violation of any order, writ, injunction, decree, 
statute, rule or regulation applicable to Fleetwood or the Company or the 
Subsidiary.



                                    10



               (b)  Except as set forth in Schedule 3.9, no authorization, 
consent or approval of any Governmental Authority or any third party is 
necessary for the consummation by Fleetwood of the transactions contemplated 
by this Agreement and the other documents referenced herein to which 
Fleetwood is a party.

          3.10 FINANCIAL STATEMENTS; UNDISCLOSED LIABILITIES.  

               (a)  Fleetwood has delivered to Buyer the audited consolidated 
balance sheets of the Company and its Subsidiary as of April 30, 1995 and 
1994 and related consolidated statements of income, shareholder's equity and 
cash flows for the three years in the period ended April 30, 1995, and its 
unaudited consolidated balance sheet ("Balance Sheet") as of, and unaudited 
consolidated statements of income and cash flows for the nine-months in the 
period ended January 31, 1996 ("Financial Statements").  The Financial 
Statements have been prepared in accordance with GAAP and fairly present the 
financial condition and results of operations of the Company and Subsidiary 
taken as a whole as of the respective dates thereof and for the respective 
periods covered thereby.  The unaudited financials were prepared in 
accordance with GAAP and the books and records of the Company and the 
Company's accounting policies and procedures and present fairly the financial 
position and results of operations of the Company and Subsidiary taken as a 
whole as of the dates and for the periods covered thereby, except (a) as set 
forth on Schedule 3.10 and (b) for the absence of complete footnotes.

               (b)  Except as reflected on the Balance Sheet or disclosed on 
Schedule 3.10, the Company and the Subsidiary do not have any material 
indebtedness, obligations or liabilities other than (i) liabilities which 
have arisen in the ordinary course of business since the date of the Balance 
Sheet, and (ii) those liabilities otherwise disclosed on Schedule 3.10 or 
another Schedule to this Agreement.

          3.11 FINANCE RECEIVABLES; ADEQUACY OF RESERVE FOR POTENTIAL CREDIT 
               LOSSES.

               (a)  All finance receivables as shown on the Balance Sheet 
were originated in the ordinary course of the Company's business.

               (b)  The "reserve for potential credit losses" shown on the 
Financial Statements and the "reserve for potential credit losses" shown on 
the unaudited Balance Sheet were established in accordance with GAAP. 
Fleetwood makes no representation or warranty as to the financial ability of 
the Customers to pay any amounts due under the Finance Agreements and any 
such failure by such Customers to pay any such amounts shall not entitle the 
Company or Buyer to indemnification or reimbursement from Fleetwood.

          3.12 ABSENCE OF CHANGES OR EVENTS.  Except as set forth on Schedule 
3.12, since January 31, 1996 (the "Interim Date") the Company and the 
Subsidiary have been operated only in the ordinary and usual course, 
consistent with past


                                    11





management practices, including its credit, collection, control of 
delinquencies and other policies and practices relating to the Finance 
Agreements and the conduct of its businesses generally, and there has not 
been any material adverse change in the assets, liabilities or the business 
condition of the Company and the Subsidiary taken as a whole, other than 
changes relating to the economy in general.  Except as set forth in Schedule 
3.12 hereto, since the Interim Date neither the Company nor the Subsidiary 
has (a) paid or declared any cash, stock or other dividends; (b) made any 
other distribution on or payment, redemption or repurchase with respect to 
outstanding shares; (c) sold or otherwise disposed of any of its property or 
assets of any kind or character other than in the ordinary course of 
business; (d) suffered any decrease in stockholders' equity; (e) entered into 
any agreement, written or oral, contemplating any indebtedness or transaction 
outside of the usual and ordinary course of its business; or (f) entered into 
any transaction which would result in the recognition of goodwill or any 
other intangible asset.  Since the Interim Date, there has not been any 
change in the accounting principles, policies or practices of the Company or 
the Subsidiary as theretofore applied, or the method or ratio of allocating 
or charging expenses, including the basis upon which assets and liabilities 
are recorded and earnings and profits are ascertained.


          3.13 TAXES.  

               (a)  The Group has filed or caused to be filed in a timely 
manner (within any applicable extension periods) with the appropriate 
Governmental Authority all Tax Returns required to be filed by the Code or by 
applicable Tax laws.  As of the time of filing the Tax Returns of the Group 
or any Tax Returns of the Group not yet filed as of the Closing Date, the Tax 
Returns correctly reflected or will correctly reflect the facts regarding the 
income, business, assets, operations, activity, or status of the Group and 
any other information required to be shown thereon.  All Taxes due from the 
Company and the Subsidiary prior to the date hereof have been timely paid in 
full by the due date thereof (within any applicable extension periods).  The 
federal consolidated income Tax Returns of the Group have been examined by 
the IRS for all taxable years through the year ended April 30, 1991, and all 
deficiencies resulting from such examinations have either been paid or 
adequately provided for.

               (b)  Except as set forth in Schedule 3.13, there are no 
outstanding agreements or waivers extending the statutory period of 
limitation applicable to any Tax Returns with respect to the Company or 
Subsidiary.

               (c)  As of the close of business on the Closing Date, the 
Company and the Subsidiary will not be a party to any Tax sharing agreement 
or similar arrangement.

               (d)  To the Knowledge of Fleetwood, (i) the charges, accruals, 
and reserves for Taxes with respect to the Company and Subsidiary for any 
Pre-Closing Tax Period (as defined in Section 10.3(b)) or any Pre-Closing Tax 
Period for which no


                                    12




Tax Return has yet been filed reflected on the books of the Company and 
Subsidiary (excluding any provision for deferred income taxes) are adequate 
to cover such Taxes; (ii) all Tax Returns filed with respect to Tax years of 
the Company and Subsidiary through the Tax year ended April 30, 1991 have 
been examined and closed or are Tax Returns with respect to which the 
applicable period for assessment under applicable law, after giving effect to 
extensions or waivers, has expired; (iii) neither the Company nor Subsidiary 
is delinquent in the payment of any Tax or has requested any extension of 
time within which to file any Tax Return and has not yet filed such Return; 
(iv) there are no request for rulings or determinations in respect of any Tax 
pending between the Company or Subsidiary or any member of the Group; (v) 
there are no requests for rulings or determinations in respect of any Tax 
pending between the Company or Subsidiary and any Governmental  Authority; 
(vi) neither the Company nor Subsidiary owns any interest in real property in 
the State of New York or in any other jurisdiction in which a Tax is imposed 
on the transfer of a controlling interest in an entity that owns any interest 
in real property; (vii) none of the property owned or used by the Company or 
Subsidiary is subject to a tax benefit transfer lease executed in accordance 
with Section 168(f) of the Internal Revenue Code of 1954, as amended; (viii) 
none of the property owned or used by the Company or Subsidiary is subject to 
a lease, other than a "true" lease for federal income tax purposes; (ix) none 
of the property owned by the Company or Subsidiary is "tax-exempt use 
property" within the meaning of Section 168(h) of the Code; (x) there are no 
liens for Taxes upon the assets of the Company or Subsidiary except liens for 
current Taxes not yet due; (xi) Fleetwood is not subject to withholding under 
Section 1445 of the Code with respect to any transaction contemplated hereby; 
(xii) neither the Company nor Subsidiary has been a member of an affiliated 
consolidated, combined or unitary group other than one of which Fleetwood was 
the common parent; (xiii) neither the Company nor Subsidiary will be required 
to include any adjustment in taxable income for any Tax period or portion of 
a Tax period following the Closing Date under Section 481(c) of the Code (or 
any similar provision of the Tax laws of any jurisdiction) as a result of a 
change in method of accounting for a Pre-Closing Tax Period or pursuant to 
the provisions of any agreement entered into with any Governmental Authority 
with regard to the Tax liability of the Company or Subsidiary for any 
Pre-Closing Tax Period other than as reflected in the deferred tax asset on 
the books of the Company and the Subsidiary; (xiv) all information set forth 
in the notes to the financial records of the Company and the Subsidiary 
relating to Tax matters is true and complete; (xv) the Company possesses, or 
will possess on the Closing Date, all previously filed Tax Returns (except 
that Tax Returns relating to consolidated or combined return Taxes will be 
provided on a pro forma basis and will only contain the separate return 
information for the Company and the Subsidiary) and work papers (other than 
work papers not relating to separate return information for the Company and 
the Subsidiary) reasonably necessary for Buyer to duly file all Tax Returns 
for periods ending after the Closing Date, including a schedule showing all 
adjustments made in consolidation or combination of the Company and the 
Subsidiary with other members of the Group; and (xvi) there are no deferred 
intercompany transactions (within the meaning of Treasury Regulations Section 
1.1502-13 or any predecessor provision) between


                                    13



Fleetwood and/or any other member of the Group and the Company and/or the 
Subsidiary, which would impose Tax liability on the Company and/or the 
Subsidiary after the Closing Date.

               (e)  Fleetwood, the Company and Subsidiary have disclosed on 
their federal income Tax Returns all positions taken therein that in 
Fleetwood's judgment could give rise to a substantial understatement of 
federal income Tax within the meaning of Code Section 6662 or its predecessor.

               (f)  Schedule 3.13(f) sets forth (i) all federal income Tax 
elections under the Code and all Tax-related elections or agreements under 
the state tax laws that are in effect with respect to the Company and/or the 
Subsidiary as of the Closing Date; and (ii) the amount of any net operating 
loss carryover, net capital loss carryover, investment or other credit 
carryover, unused foreign tax, or excess charitable contribution allocable to 
the Company and the Subsidiary as of April 30, 1994.

          3.14 ASSETS OTHER THAN REAL PROPERTY INTERESTS.  The Company and 
the Subsidiary have good and valid title to all assets reflected on the 
Balance Sheet, except those sold or otherwise disposed of since the date of 
the Balance Sheet in the ordinary course of business, in each case free and 
clear of all Liens except any Permitted Liens and those Liens set forth on 
Schedule 3.14.  This Section 3.14 does not relate to real property or 
interests in real property, such items being the subject of Section 3.15.

          3.15 REAL PROPERTY.  Neither Company nor the Subsidiary owns in fee 
or otherwise any real property.  Schedule 3.15 sets forth a complete list of 
all real property and interests in real property leased by the Company 
(individually, a "Leased Property") and as to Leased Property, identifies any 
leases relating thereto.  The Company has good and valid title to the 
leasehold estates in all Leased Property, in each case free and clear of all 
Liens, easements, covenants, rights-of-way and other similar restrictions of 
any nature whatsoever, except (i) Permitted Liens, (ii) easements, covenants, 
rights-of-way and other similar restrictions of record, and (iii) (A) zoning, 
building and other similar restrictions, (B) Liens that have been placed by 
any developer, landlord or other third party on property over which the 
Company has easement rights or on any Leased Property and subordination or 
similar agreements relating thereto and (C) unrecorded easements, covenants, 
rights-of-way or other similar restrictions, none of which items set forth in 
clauses (A), (B) and (C) above, individually or in the aggregate, materially 
impair the continued use and operation of the property to which they relate.

          3.16 INTELLECTUAL PROPERTY.  Schedule 3.16 sets forth a list of all 
registered patents, trademarks, trade names, service marks and copyrights 
(registered or unregistered) and applications therefor, other than those 
relating to computer software (collectively, "Intellectual Property"), owned, 
used, filed by or licensed to the Company or the Subsidiary.  With respect to 
registered trademarks, Schedule 3.16 contains a list of all jurisdictions in 
which such trademarks are registered or applied for and all registration and


                                    14



application numbers.  Except as disclosed on Schedule 3.16, the Company or 
the Subsidiary, as appropriate, owns or has the right to use, without payment 
to any other party, the Intellectual Property listed on such Schedule 3.16, 
and the consummation of the transactions contemplated hereby will not alter 
or impair any such Intellectual Property.  Except as disclosed on Schedule 
3.16, the Company or the Subsidiary has not licensed to any third party, on 
an exclusive basis or otherwise, the right to use or exploit any Intellectual 
Property in any jurisdiction or otherwise transferred or assigned any 
Intellectual Property to any third party in any jurisdiction.  Except as set 
forth on Schedule 3.16, no claims are pending or, to the Knowledge of 
Fleetwood, threatened against the Company or the Subsidiary by any person 
with respect to the ownership, validity, enforceability or use of any 
Intellectual Property listed on Schedule 3.16 or otherwise challenging or 
questioning the validity or effectiveness of any such Intellectual Property.

          3.17 MATERIAL CONTRACTS.  Schedule 3.17 sets forth a list of each 
of the following types of Contracts to which the Company or the Subsidiary is 
a party:

               (a)  any Contractual Obligation relating to the borrowing of 
money by the Company or the Subsidiary or the guarantee by the Company or the 
Subsidiary of any such obligation;

               (b)  any Contractual Obligation relating to the loaning of 
money by the Company or the Subsidiary;

               (c)  any Securitization Instrument (as defined in Section 
3.25);

               (d)  any agreement relating to the repurchase of securities;

               (e)  any sale and leaseback or similar agreements;

               (f)  any Servicing Agreement;

               (g)  any employment contract (excluding retention bonus and 
severance agreements referred to in Section 3.17(i));

               (h)  any Contractual Obligation between Fleetwood and the 
Company or the Subsidiary involving consideration to either party with a 
value of at least $150,000;

               (i)  any Contract (other than agreements covered by paragraph 
(g) above) that provides for the payment by the Company or the Subsidiary of 
any retention bonus or severance compensation to any Company Employee, or for 
the provision, vesting and/or acceleration of any employee benefits following 
a change of ownership or control of the Company or the Subsidiary; 



                                    15






               (j)  any interest rate cap agreements and other interest rate 
hedging agreements;

               (k)  any Contracts relating to interest subvention payments to 
the Company; or

               (l)  any other Contract which has an aggregate future payment 
obligation in excess of $100,000 and is not terminable by notice of not more 
than 90 days for a cost of less than $100,000.

          Except as disclosed on Schedule 3.17, each Contract listed thereon 
is valid, binding and in full force and effect and is enforceable by the 
Company or the Subsidiary, as appropriate, in accordance with its terms.  
Except as disclosed in Schedule 3.17, the Company or the Subsidiary, as 
appropriate, has performed all material obligations required to be performed 
by it to date under the Contracts and is not in breach or default in any 
material respect thereunder and, to the Knowledge of Fleetwood, no other 
party to any of the Contracts is in breach or default in any material respect 
thereunder.

          3.18 LITIGATION.  Schedule 3.18 sets forth a list, as of the date 
of this Agreement, of all pending and, to the Knowledge of Fleetwood, 
threatened lawsuits or claims which (a) involves a claim by the Company or 
the Subsidiary of more than $250,000 or a claim against the Company or the 
Subsidiary of an unspecified amount or for more than $100,000, (b) seeks any 
injunctive relief or (c) relates to the transactions contemplated by this 
Agreement.  Except as disclosed on Schedule 3.18, neither the Company nor the 
Subsidiary is in default under any judgment, order or decree of any court, 
administrative agency or commission or other Governmental Authority 
applicable to it or any of its properties, assets, operations or businesses; 
except where such default would not have a Material Adverse Effect.


          3.19 EMPLOYEE BENEFIT PLAN; ERISA.

               (a)  Schedule 3.19 sets forth a list of each Fleetwood Plan.  
Fleetwood has made available to Buyer true, complete and correct copies of 
(i) each Fleetwood Plan, (ii) the most recent annual report on Form 5500 
filed with the IRS with respect to each Fleetwood Plan (if any such report 
was required), (iii) the most recent summary plan description for each 
Fleetwood Plan for which such a summary plan description is required, and 
(iv) each trust agreement and group annuity contract relating to any 
Fleetwood Plan.

               (b)  Neither Fleetwood, the Company nor the Subsidiary has 
engaged in a transaction in connection with which Fleetwood, the Company, the 
Subsidiary or any trustee or administrator of the Fleetwood Plans or any such 
trust would be subject to either a material liability or civil penalty 
assessed pursuant to Sections 409, 502(i) or 502(1) of ERISA or a material 
tax imposed pursuant to Section 4971, 4972, 4974, 4975, 4976 or 4980B of the 
Code.  Except as described in Schedule 3.19, each of


                                    16



the Fleetwood Plans has been operated and administered in all material 
respects in accordance with its governing documents and applicable laws, 
including but not limited to ERISA and the Code.  Each Fleetwood Plan 
intended to be a qualified plan under Code Section 401 has received a 
favorable determination letter to that effect and nothing has occurred since 
the issuance of such letter that would adversely affect the tax qualification 
of any such Fleetwood Plan.  There are no pending or, to the Knowledge of 
Fleetwood, threatened claims against, by or on behalf of any of the Fleetwood 
Plans or any fiduciary thereof or by any governmental agency, Company 
Employee or beneficiary thereof covered under any such Fleetwood Plan with 
respect to the qualification or administration of any Fleetwood Plan. None of 
the directors or officers of Fleetwood, the Company or the Subsidiary (and 
employees with responsibility for employee benefit matters) has any knowledge 
of any basis for any such claim.

               (c)  None of Fleetwood, the Company, the Subsidiary or any 
ERISA Affiliate is or has been obligated to contribute to a multiemployer 
plan (as defined in Section 3(37) of ERISA).

               (d)  None of the Fleetwood Plans or any trust established 
thereunder has incurred any "accumulated funding deficiency" (as defined in 
Section 302 of ERISA and Section 412 of the Code), whether or not waived, as 
of the last day of the most recent fiscal year of each of the Fleetwood 
Plans.  No contribution failure has occurred with respect to any Fleetwood 
Plan sufficient to give rise to a lien under Section 302(f) of ERISA.

               (e)  In the past six (6) years, no notice of intent to 
terminate any pension plan that is subject to Subtitle B of Title IV of ERISA 
for which Fleetwood or an ERISA Affiliate is a contributing sponsor (a "Title 
IV Pension Plan") has been provided to participants or filed with the Pension 
Benefit Guaranty Corporation ("PBGC") under Section 4041 of ERISA, nor has 
the PBGC instituted any proceeding under Section 4042 of ERISA to terminate 
any Title IV Pension Plan, nor has there been any termination or partial 
termination of any such Title IV Pension Plan within the meaning of Code 
Section 411(d)(3).

               (f)  Other than communications regarding retention bonuses 
(including the five percent (5%) additional payments) and severance payments, 
neither Fleetwood, the Company nor the Subsidiary has made, nor will it or 
any of its employees or representatives make prior to the Closing Date, any 
representation to or agreement with any of the Company Employees (whether 
written or oral) with respect to the provision of any employee benefits by 
the Company or the Subsidiary beyond the Closing under the Fleetwood Plans.

               (g)  Each Fleetwood Plan that is a group health plan, as such 
term is defined in Section 5000(b)(1) of the Code, complies with the 
applicable requirements of Section 4980B(f) of the Code.


                                    17




          3.20 EMPLOYEE AND LABOR RELATIONS.

               (a)  There is no labor strike, dispute, or work stoppage or 
lockout pending, or, to the Knowledge of Fleetwood, threatened, against the 
Company or the Subsidiary.

               (b)  To the Knowledge of Fleetwood, no union organization 
campaign is in progress with respect to the Company Employees, and no 
question concerning representation exists respecting such Employees.

               (c)  There is no unfair labor practice charge or complaint 
against the Company pending, or, to the Knowledge of Fleetwood, threatened, 
before the National Labor Relations Board.

               (d)  There is no pending, or, to the Knowledge of Fleetwood, 
threatened, employee grievance.

               (e)  No charges with respect to or relating to the Company or 
the Subsidiary are pending before the Equal Employment Opportunity Commission 
or any other Governmental Authority responsible for the prevention of 
unlawful employment practices.

               (f)  Schedule 3.20 sets forth a true and complete list of all 
persons in the employ of the Company or Subsidiary as of the date hereof, 
including any person on short and long term disability.

          3.21 COMPLIANCE WITH APPLICABLE LAWS.  The Company and the 
Subsidiary are in compliance with all applicable Requirements of Law, except 
for such incidents of noncompliance which, individually and in the aggregate, 
would not have a Material Adverse Effect.  Neither the Company nor the 
Subsidiary has received any written communication from a Governmental 
Authority that alleges that the Company or the Subsidiary is not in 
compliance with any Requirement of Law, except where noncompliance would not 
have a Material Adverse Effect.  This Section 3.21 does not relate to 
environmental matters, which are the subject of Section 3.22, or matters with 
respect to Taxes, which are the subject of Section 3.13.

          3.22 ENVIRONMENTAL MATTERS.  To the Knowledge of Fleetwood:

               (a)  Neither the Company nor the Subsidiary is in material 
violation of any applicable Environmental Law nor is the Company or the 
Subsidiary under investigation or review by any Governmental Authority with 
respect to compliance therewith, or with respect to the generation, use, 
treatment, storage or disposal, or the spillage or other release of any 
Hazardous Material;


                                    18



               (b)  There is no Hazardous Material that may pose any material 
risk to safety, health or the environment on or under any property owned, 
leased or operated by the Company or the Subsidiary as of the date hereof and 
there has heretofore been no spillage, discharge, release or disposal of any 
such Hazardous Material on or under such property by the Company or the 
Subsidiary in an amount and of a nature which could reasonably be expected to 
result in material liability to the Company or the Subsidiary; and

               (c)  No pending citations, fines, penalties or claims have 
been asserted against the Company or the Subsidiary under any Environmental 
Law. 

          3.23 LOAN SERVICING ACTIVITY.  The Company has made available to 
Buyer true and complete copies of all servicing agreements ("Servicing 
Agreements") to which the Company or the Subsidiary is a party as of the date 
hereof, and all such Servicing Agreements are listed on Schedule 3.17. All of 
the Servicing Agreements are valid and binding obligations of the Company or 
Subsidiary as of the date hereof and are enforceable in accordance with their 
terms.  There has been no material default or breach, or written claim of 
default or breach received, by the Company or the Subsidiary prior to the 
date hereof, relating to any Servicing Agreement.  No sanctions or penalties 
have been imposed upon the Company or the Subsidiary prior to the date hereof 
under any Servicing Agreement.

          3.24 COMPLIANCE WITH LENDING REGULATIONS.  

               (a)  BUSINESS COMPLIANCE.  The Company and the Subsidiary are 
in material compliance with all laws, regulations, orders, writs, decrees, 
injunctions and other requirements of any court or Governmental Authority 
applicable to them, including (i) the rules and regulations of any applicable 
agency, (ii) any applicable local, state or federal laws, and any regulations 
thereunder pertaining to unlawful discrimination in lending (including, 
without limitation, equal credit opportunity, retail installment sales, and 
fair credit reporting), truth-in-lending or consumer credit (including, 
without limitation, the Federal Consumer Credit Protection Act, Federal 
Truth-in-Lending Act and Regulation Z thereunder, and the Federal Equal 
Credit Opportunity Act and Regulation B thereunder), and (iii) all applicable 
usury and interest limitations laws.

               (b)  REPORTING COMPLIANCE.  The Company and the Subsidiary, as 
the case may be, have each timely filed all reports required to be filed by 
any governmental agency or by any federal, state or municipal law or 
regulation.  Neither the Company nor the Subsidiary has taken or omitted to 
take any action the effect of which would operate to invalidate or materially 
impair (i) any approvals of any governmental agency, rating agency or 
insurer, (ii) any vehicle insurance policy or (iii) any fidelity bond, direct 
surety bond, or errors and omissions insurance policy required by any 
governmental agency or insurer.


                                    19



          3.25 SECURITIZATION TRANSACTIONS.  

               (a)  The Company, as the servicer ("Securitization Servicer") 
of each outstanding transaction under which the Company or Subsidiary has 
pooled and sold or pledged Loans in an asset backed securitization sold 
either as a private placement or a public offering under the Securities Act 
(a "Securitization Transaction"), has complied in all material respects with 
all agreements ("Securitization Instruments") and conditions to be performed 
or satisfied by it with respect to agreements pursuant to which it is bound 
under each such Securitization Transaction, and has complied in all material 
respects with all Federal and state laws relating to each such Securitization 
Transaction.  Schedule 3.25 contains a complete list of all such 
Securitization Transactions.

               (b)  Securitization Servicer has performed all of its material 
obligations under the Securitization Instruments and under any existing 
Federal or state law relating to the Securitization Transactions, and has 
made all filings required to be made by or under the Exchange Act related 
thereto.

          3.26 MINUTE BOOKS AND STOCK RECORDS.  Fleetwood has delivered or 
made available to Buyer true and correct copies of the minute books of the 
Company and its Subsidiary, which contain a complete and correct record of 
all meetings of the Boards of Directors of the Company and its Subsidiary and 
all meetings of its and their shareholders and all actions by written consent 
without a meeting by such Boards of Directors and its and their shareholders 
since the date of incorporation and reflect accurately in all material 
respects all actions by such directors and by shareholders with respect to 
all transactions referred to in such minutes.

          3.27 FINANCE AGREEMENTS.  With respect to the Finance Agreements of 
the Company and the Subsidiary:

               (a)  Either the Company or the Subsidiary, as set forth in the 
Records, has either good title to or a perfected first priority security 
interest in all Collateral, and good title to all documents, free and clear 
of all claims, liens and encumbrances other than Permitted Encumbrances. 
Except as described in Schedule 3.27, all Finance Agreements are secured 
primarily by Collateral.

               (b)  The Customer files, accounting records and stored 
computer data relating to or connected with all of the businesses of the 
Company and the Subsidiary, including the Finance Agreements and Collateral 
are true and correct in all material respects and accurately reflect all 
information set forth therein, including the amount of the receivable, the 
status thereof and all transactions relating thereto, all reserves, 
holdbacks, deposits or other sums due and owing by the Company or the 
Subsidiary to others with respect thereto, and all payments, credits and 
adjustments required to be applied to the balance thereof.


                                    20



               (c)  Each of the Finance Agreements (i) is a genuine, legal, 
valid and binding obligation of each of the parties thereto, enforceable in 
accordance with its terms subject to bankruptcy, insolvency, reorganization, 
moratorium and other similar laws relating to or affecting creditors' rights 
generally or by general equitable principles (regardless of whether such 
enforceability is considered in a proceeding in equity or at law), (ii) arose 
out of a bona fide transaction in the ordinary course of business, (iii) was 
created in compliance with all applicable laws, and (iv) is substantially in 
the form of one of the standard forms set forth in Schedule 3.27 other than 
rental dealer agreements, copies of all of which have been made available to 
Buyer.  Except as is described in Schedule 3.27, no understanding or 
agreement has been reached with a Customer or an obligor for any variation of 
the terms and conditions of any Finance Agreement, except as expressly set 
forth therein, and each Finance Agreement constitutes the entire agreement of 
the parties with respect to the subject matter thereof.  No Finance Agreement 
is subject to any defense, set-off or counterclaim to the payment of the 
amount of the unpaid balance thereof (except as specifically reserved for in 
the financial statements).  Except as is described on Schedule 3.27, to the 
Knowledge of Fleetwood, no Customer under a Finance Agreement is subject to a 
pending bankruptcy, receivership, insolvency or other similar proceeding 
providing for debtors relief.  Neither the Company nor the Subsidiary, as 
applicable, nor any Customer is in material default under any Finance 
Agreement.

                                 ARTICLE IV

                     REPRESENTATIONS AND WARRANTIES OF BUYER

          Buyer hereby represents and warrants to Fleetwood as follows:

          4.1  ORGANIZATION; STANDING AND AUTHORITY OF BUYER.  Buyer is a 
corporation duly organized, validly existing and in good standing under the 
laws of the State of Delaware.  Buyer has all requisite corporate power and 
authority to enter into this Agreement and to consummate the transactions 
contemplated hereby.  All corporate acts and other proceedings required to be 
taken by Buyer to authorize the execution, delivery and performance of this 
Agreement and the consummation of the transactions contemplated hereby have 
been duly taken.  This Agreement has been duly executed and delivered by 
Buyer and constitutes a valid and binding obligation of Buyer, enforceable 
against Buyer in accordance with its terms, except as enforceability may be 
limited by bankruptcy, insolvency, reorganization, moratorium and other 
similar laws relating to or affecting creditors' rights generally or by 
general equitable principles (regardless of whether such enforceability is 
considered in a proceeding in equity or at law).

          4.2  NO BREACH OR DEFAULT; CONSENTS AND APPROVALS. 
               
               (a)  Except as set forth in Schedule 4.2, the execution and 
delivery by Buyer of this Agreement and other documents referenced herein to 
which Buyer is a party and the consummation of the transactions contemplated 
hereby and thereby will not result in or constitute any of the following: (i) 
a default or an event that, 

                                    21




with the giving of notice or lapse of time, or both, would be a default, 
breach or violation of the charter documents or bylaws of Buyer or any 
material Buyer Contract, (ii) an event that would permit any party to 
terminate any material Buyer Contract or to accelerate the maturity of any 
indebtedness or other material obligation of Buyer, (iii) the creation or 
imposition of any material Lien on any of the properties of Buyer, or (iv) a 
violation of any order, writ, injunction, decree, statute, rule or regulation 
applicable to Buyer, except for violations which would not have a material 
adverse effect on the financial condition, assets or results of operations of 
Buyer.

               (b)  Except as set forth in Schedule 4.2, no authorization, 
consent or approval of any Governmental Authority or any third party is 
necessary for the consummation by Buyer of the transactions contemplated by 
this Agreement and the other documents referenced herein to which Buyer is a 
party.

          4.3  INVESTMENT INTEREST; ACCREDITED INVESTOR; RISK.  The Shares 
purchased by Buyer pursuant to this Agreement are being acquired for 
investment only and not with a view to any public distribution thereof, and 
Buyer will not offer to sell or otherwise dispose of the Shares so acquired 
by it in violation of any of the registration requirements of the Securities 
Act or of any other Requirement of Law.  Buyer represents and warrants that 
it is an "Accredited Investor" as such term is defined in Rule 501 under 
Regulation D of the Securities Act.  Buyer represents that it is able to bear 
the economic risk of its investment in the Shares for an indefinite period of 
time.

          4.4  AVAILABILITY OF FUNDS.  Buyer has available all funds required 
to consummate the transactions contemplated hereby.

          4.5  BUYER'S ACKNOWLEDGMENT.  Buyer acknowledges and agrees that, 
(a) other than the representations and warranties of Fleetwood specifically 
contained in this Agreement, there are no representations or warranties of 
Fleetwood either expressed or implied with respect to Fleetwood, the Company 
or the transactions contemplated hereby and (b) it shall have a right to 
indemnification solely as provided in Article X hereof and shall have no 
claim or right to indemnification with respect to any information, documents 
or materials furnished by Fleetwood or the Company or any of their officers, 
directors, employees, agents or advisors to Buyer, including, without 
limitation, the PaineWebber Incorporated Information Memorandum dated 
February, 1996 or any information, documents or material made available to 
Buyer in certain "data rooms," management presentations or in any other form 
in expectation of the transactions contemplated by this Agreement.


                                    22




                                 ARTICLE V

                              MUTUAL COVENANTS

          Each of Fleetwood and Buyer covenants and agrees as follows:

          5.1  CONSENTS.  Without modifying the mutual condition set forth in
Section 8.1:  (i) Fleetwood shall, and shall cause the Company and the 
Subsidiary to, use best efforts to obtain all consents needed to consummate 
the transactions contemplated by this Agreement, and (ii) Buyer shall 
cooperate with Fleetwood and the Company and the Subsidiary in any reasonable 
manner in connection with Fleetwood and the Company and the Subsidiary 
obtaining any consents required in connection with the transactions 
contemplated herein; PROVIDED, HOWEVER, that such cooperation shall not 
include any requirement of any party hereto to commence any litigation or 
offer or grant any accommodation (financial or otherwise) to any third party. 
 To the Knowledge of Fleetwood, no such third party has requested any such 
accommodation in exchange for such consent or otherwise expressed an intent 
to withhold such consent.

          5.2  PUBLICITY.  Fleetwood and Buyer agree that, from the date 
hereof through the Closing Date, no public release or announcement concerning 
the transactions contemplated hereby shall be issued by either party without 
the prior consent of the other party (which consent shall not be unreasonably 
withheld or delayed), except as such release or announcement may be required 
by law or the rules or regulations of any United States or foreign securities 
exchange, in which case the party required to make the release or 
announcement shall allow the other party reasonable time to comment on such 
release or announcement in advance of such issuance.

          5.3  ANTITRUST NOTIFICATION.  Each of Fleetwood and Buyer will as 
promptly as practicable file with the United States Federal Trade Commission 
(the "FTC") and the United States Department of Justice (the "DOJ") the 
notification and report form, if any, required for the transactions 
contemplated hereby and any supplemental information requested in connection 
therewith pursuant to the HSR Act.  Any such notification and report form and 
supplemental information will be in substantial compliance with the 
requirements of the HSR Act.  Each of Buyer and Fleetwood shall furnish to 
the other such necessary information and reasonable assistance as the other 
may request in connection with its preparation of any filing or submission 
which is necessary under the HSR Act.  Fleetwood and Buyer shall keep each 
other apprised of the status of any communications with, and inquiries or 
requests for additional information from, the FTC and the DOJ and shall 
comply promptly with any such inquiry or request.  Each of Fleetwood and 
Buyer will use its best efforts to obtain any clearance required under the 
HSR Act for the purchase and sale of the Shares.


                                    23




          5.4  RECORDS.

               (a)  On the Closing Date, Fleetwood shall deliver or cause to 
be delivered to Buyer all of the Records, subject to the following:           

                    (i)  Buyer recognizes that certain Records may contain 
incidental information relating to the Company or may relate primarily to 
Fleetwood or subsidiaries or divisions of Fleetwood other than the Company or 
businesses of the Company previously sold, and that Fleetwood may retain such 
Records and shall, upon request, provide copies of the relevant portions 
thereof to Buyer;

                    (ii)  Fleetwood may retain all Records prepared in 
connection with the sale of the Shares, including bids received from other 
parties and analyses relating to the Company; and

                    (iii)  Fleetwood may retain any Tax Returns, and Buyer 
shall be provided with copies of such Returns upon request, to the extent 
that they relate to the Company's separate returns or separate tax liability.

               (b)  After the Closing, with reasonable advance written notice 
and at the expense of the requesting party, Buyer and Fleetwood agree to 
furnish or cause to be furnished to each other and their representatives, 
employees, counsel and accountants access, during normal business hours, to 
such information (including Records pertinent to the Company and the 
Subsidiary) and assistance relating to the Company and the Subsidiary as is 
reasonably necessary for financial reporting and accounting matters, the 
preparation and filing of any tax returns, reports or forms or the defense of 
any tax claim or assessment; PROVIDED, HOWEVER, that such access does not 
unreasonably disrupt the normal operations of Fleetwood, Buyer or the Company.


                                ARTICLE VI

                           COVENANTS OF FLEETWOOD

          Fleetwood covenants and agrees as follows:

          6.1  ACCESS.  Subject to the confidentiality provisions of Section 
7.1 hereof, prior to the Closing, Fleetwood will, and will cause the Company 
and the Subsidiary to, give Buyer and its representatives, employees, counsel 
and accountants reasonable access, during normal business hours and upon 
reasonable advance notice, to the personnel, properties and Records of the 
Company and the Subsidiary; PROVIDED, HOWEVER, that such access does not 
unreasonably disrupt the normal operations of the Company or the Subsidiary. 
Subject to prior approval by Fleetwood not to be unreasonably withheld, 
Fleetwood shall permit Buyer, in the presence of Fleetwood management and 
regarding topics pre-approved by Fleetwood, (i) to discuss employment 


                                    24



matters with certain Company Employees after the execution of this Agreement 
and prior to the Closing and (ii) to discuss with up to thirty (30) of the 
Company's Employees the fact that their services may not be needed effective 
immediately after the Closing; provided that, Buyer shall indemnify Fleetwood 
and its Affiliates pursuant to Section 10.2 for any Losses incurred relating 
to Buyer's actions under (ii) above, whether or not the Closing occurs.

          6.2  INTERIM OPERATIONS.  Except as set forth in Schedule 3.12 or 
as otherwise contemplated by this Agreement or consented to or approved by 
Buyer in writing, Fleetwood covenants and agrees that from the Interim Date 
until the Closing Date or the earlier termination of this Agreement pursuant 
to Article XIII hereof, the Company and the Subsidiary:

               (a)  Shall be operated in the ordinary and usual course, 
consistent with the management practices in effect on the Interim Date, 
including, that each (i) shall continue its finance, credit, credit limit 
administration, collection, control of delinquencies and other policies and 
practices relating to the receivables and the conduct of its businesses 
generally as were in effect on the Interim Date and shall make available to 
Buyer information necessary to monitor compliance with such policies and 
practices, (ii) shall not sell, transfer, mortgage or otherwise dispose of, 
or encumber, any of the assets of the Company or the Subsidiary, other than 
in the ordinary course of business, consistent with existing practice, (iii) 
shall not make or become obligated to make any capital expenditures or enter 
into any commitments therefor, except in the ordinary course of business, 
consistent with existing practice, and (iv) shall not change in any way its 
accounting policies or practices from those in effect on the Interim Date;

               (b)  Shall not amend their Articles of Incorporation or 
By-Laws;

               (c)  Shall use best efforts to preserve intact their business 
organization, to keep available the services of their present officers and 
key employees, and to preserve the goodwill of those having business 
relationships with each of them;

               (d)  Shall not authorize for issuance, issue, sell or deliver 
any shares of capital stock or any other securities or issue any securities 
convertible into or exchangeable for, or options, warrants to purchase, 
scrip, rights to subscribe for, calls or commitments of any character 
whatsoever relating to, or enter into any contract, understanding or 
arrangement with respect to the issuance of, any shares of capital stock or 
any other securities or enter into any arrangement or contract with respect 
to the purchase or voting of any shares of capital stock, or adjust, split, 
combine or reclassify its capital stock or other securities, or make any 
other changes in its capital structure;

               (e)  Shall not declare, sets aside, pay or make any dividend 
or other distribution or payment (whether in cash, stock or property) with 
respect to, or purchase or redeem, any shares of their capital stock; and


                                    25




               (f)  Except as may be required to comply with applicable law, 
shall not (i) adopt or amend any existing bonus, profit sharing, 
compensation, severance, termination, stock option, stock appreciation right, 
restricted stock, performance unit, pension, retirement, deferred 
compensation, employment or other employee benefit agreements, trusts, plans, 
funds or other arrangements for the benefit or welfare of any present or 
former director, officer or employee, or (except for normal increases in the 
ordinary course of business that are consistent with current practices) 
increase in any manner the compensation or fringe benefits of any director, 
officer or employee or pay any benefit not required by any existing plan or 
arrangement (including without limitation the granting of stock options, 
stock appreciation rights, shares of restricted stock or performance units) 
or take any action or grant any benefit not expressly required under the 
terms of any existing agreements, trusts, plans, funds or other such 
arrangements or enter into any contract, agreement, commitment or arrangement 
to do any of the forgoing, or (ii) make any loan to, or otherwise extend 
credit to, any employee, officer, director or shareholder of the Company or 
the Subsidiary, and on the Closing Date, no such loans to employees, 
officers, directors or shareholders shall be outstanding, except pursuant to 
and under any employee pension benefit plan.

               (g)  Shall not enter into any Finance Agreements primarily 
secured by assets other than Collateral.

               (h)  On the Company's April 30, 1996 unaudited balance sheet 
to be delivered pursuant to Section 2.4(a), the Company's reserve for 
potential credit losses will be approximately two percent (2%) of the sum of 
the Company's owned and managed receivables as of April 30, 1996.

          6.3  INSURANCE.  Fleetwood shall keep, or cause to be kept, all 
insurance policies presently maintained relating to the Company and the 
Subsidiary and their properties, or replacements therefor, in full force and 
effect through the close of business on the Closing Date.  Schedule 6.3(a) 
sets forth all the insurance policies presently owned and maintained by the 
Company and the Subsidiary.  Any and all additional insurance policies 
presently maintained relating to the Company and the Subsidiary are 
maintained by Fleetwood and described on Schedule 6.3(b).  Neither Buyer nor 
the Company will have any rights under any such Fleetwood insurance policies 
from and after the Closing Date; provided that Fleetwood shall take such 
actions as are necessary to seek recovery of insurable Losses under Article X 
hereof.

          6.4  RESIGNATIONS.  On the Closing Date, Fleetwood shall cause to 
be delivered to Buyer duly signed resignations, effective immediately after 
the Closing, of all directors of the Company and Subsidiary, and shall take 
such other action as is necessary to accomplish the foregoing.

          6.5  INTERCOMPANY PAYABLES; OTHER AMOUNTS.  Before the Closing 
Date, Fleetwood shall, to the extent feasible, cause the Company and the 
Subsidiary to settle all


                                    26



intercompany payables and receivables between Fleetwood and the Company and 
the Subsidiary, including all subvention amounts due to the Company and all 
delayed check-hold payments due from the Company.  Any such intercompany 
amounts not so settled by the Closing Date shall be paid within thirty (30) 
days of Closing.  Fleetwood agrees promptly to forward to the Company any and 
all amounts due to the Company that are received by Fleetwood after the 
Closing Date.

          6.6  TAX CHANGES.  Without the prior written consent of Buyer 
(which consent shall not be unreasonably withheld), neither Fleetwood, the 
Company, or the Subsidiary or any Affiliate of Fleetwood shall, to the extent 
it may effect or relate to the Company or the Subsidiary, make or change any 
tax election, change an annual accounting period, or adopt or change any 
method of tax accounting if any such action or omission would have the effect 
of increasing the Tax liability or decreasing and Tax asset of the Company, 
the Subsidiary, Buyer, or any Affiliate of Buyer.

          6.7  ASSUMPTION OF DEBT; TERMINATION; RELEASE.  Fleetwood and the 
Company shall negotiate and enter into such agreements as may be reasonably 
required to consummate (a) the assumption by Fleetwood of approximately 
$80,000,000 of outstanding debt under those certain $100,000,000 Master Shelf 
Agreements dated March 27, 1991 and October 29, 1993, as amended, 
respectively, between the Company and The Prudential Insurance Company of 
America; (b) the termination of the Amendment to Support Agreement, dated 
October 29, 1993; and (c) the release of the Company from any obligations 
under such Master Shelf Agreements.


                                ARTICLE VII

                             COVENANTS OF BUYER

          Buyer covenants and agrees as follows:

          7.1  CONFIDENTIALITY.  Buyer acknowledges that the information 
heretofore and hereafter provided to it by Fleetwood is subject to the terms 
of a confidentiality agreement between Buyer and Fleetwood (the 
"Confidentiality Agreement"), the terms of which are incorporated herein by 
reference.  Effective upon, and only upon, the Closing, the Confidentiality 
Agreement will terminate; provided, however, that Buyer acknowledges that the 
Confidentiality Agreement will terminate only with respect to information 
relating solely to the Company and the Subsidiary; and provided, further, 
however, that Buyer acknowledges that any and all other information provided 
to it by Fleetwood or Fleetwood's representatives concerning Fleetwood shall 
remain subject to the terms and conditions of the Confidentiality Agreement 
after the date of the Closing.  Except as required by applicable law, 
Fleetwood covenants and agrees to keep confidential and not to disclose any 
material non-public information regarding the Company or the Subsidiary after 
the Closing as if subject itself to the Confidentiality Agreement.


                                    27




          7.2  INTERCOMPANY PAYABLES; OTHER AMOUNTS.  On the Closing Date, 
Buyer shall, to the extent feasible, cause the Company to settle all 
intercompany payables and receivables between Fleetwood and the Company.  To 
the extent any such intercompany amounts remain unsettled as of the time of 
Closing, Buyer shall cause the Company to pay such amounts as promptly as 
practicable and in no event later than thirty (30) days after Closing.  Buyer 
agrees to promptly forward or cause to be forwarded to Fleetwood any and all 
amounts due to Fleetwood that are received by Buyer or the Company after the 
Closing Date.

          7.3  FORD BOARD APPROVAL.  Buyer shall use its best efforts to 
obtain the approval of the board of directors of Ford Motor Company to the 
consummation of the transactions contemplated by this Agreement as soon as 
practicable in May 1996.


                                ARTICLE VIII

                      CONDITIONS PRECEDENT TO CLOSING

          8.1  MUTUAL CONDITIONS.  The obligation of each party to effect the 
transactions contemplated hereby shall be subject to fulfillment, at or prior 
to the Closing, of each of the following conditions:

               (a)  There shall be no claim, action, suit, injunction, order, 
investigation or other proceeding pending or threatened before any court or 
Governmental Authority which restrains or prohibits the transactions 
contemplated by this Agreement or the obtaining of material damages or other 
relief in connection therewith.

               (b)  The waiting period under the HSR Act, if applicable to 
the purchase and sale of the Shares, shall have expired or been terminated.

               (c)  Fleetwood and the Company shall have entered into, and 
there shall be in effect on the Closing Date, an agreement governing the 
on-going business relationship between the Company and Fleetwood (the 
"Operating Agreement") in substantially the form attached as EXHIBIT A hereto.

          8.2  BUYER'S CONDITIONS.  The obligations of Buyer to purchase and 
pay for the Shares are subject to fulfillment (or written waiver by Buyer) as 
of the Closing of each of the following conditions:

               (a)  The representations and warranties of Fleetwood made in 
this Agreement shall be true and correct in all material respects as of the 
date hereof and, except as specifically contemplated by this Agreement, on 
and as of the Closing Date, as though made on and as of the Closing Date, and 
Fleetwood shall have performed or complied in all material respects with all 
obligations and covenants required by this Agreement to be performed or 
complied with by Fleetwood by the time of the Closing;


                                    28




and Fleetwood shall have delivered to Buyer a certificate dated the Closing 
Date and signed by an authorized officer of Fleetwood confirming the 
foregoing.

               (b)  Buyer shall have received opinions dated the Closing Date 
of Gibson, Dunn & Crutcher, counsel to Fleetwood, William H. Lear, General 
Counsel to Fleetwood, and Richard de la Pena, General Counsel to the Company, 
as to the matters set forth in EXHIBIT B, which opinions shall be reasonably 
satisfactory in form and substance to Buyer.

               (c)  Buyer shall have received a certified copy of the duly 
adopted resolutions of the Board of Directors of Fleetwood authorizing the 
execution of this Agreement and the consummation of the transactions 
contemplated hereby.

               (d)  Buyer shall have received an incumbency certificate with 
respect to all parties executing on behalf of Fleetwood this Agreement or any 
of the documents relating to the transactions contemplated hereby.

               (e)  The Board of Directors of Ford Motor Company shall have 
approved the Agreement and the transactions contemplated herein.

               (f)  Buyer shall have received prior to Closing a certificate 
signed by Fleetwood to the effect that Fleetwood is not a "foreign person" as 
defined in Section 1445 of the Code.

               (g)  All third party consents (including those set forth on 
Schedule 3.9 and Schedule 8.2), terminations, approvals, permits and 
authorizations required to be obtained by Fleetwood, the Company or the 
Subsidiary in connection with the execution, delivery and performance of this 
Agreement and the consummation of the transactions contemplated hereby shall 
have been made or obtained, and Fleetwood, the Company or the Subsidiary 
shall have delivered to Buyer evidence thereof that is reasonably 
satisfactory to Buyer.

          8.3  FLEETWOOD'S CONDITIONS. The obligations of Fleetwood to sell 
and deliver the Shares to Buyer are subject to fulfillment (or written waiver 
by Fleetwood) as of the Closing of each of the following conditions:

               (a)  The representations and warranties of Buyer made in this 
Agreement shall be true and correct in all material respects as of the date 
hereof and, except as specifically contemplated by this Agreement, on and as 
of the Closing Date, as though made on and as of the Closing Date, and Buyer 
shall have performed or complied in all material respects with all 
obligations and covenants required by this Agreement to be performed or 
complied with by Buyer by the time of the Closing; and Buyer shall have 
delivered to Fleetwood a certificate dated the Closing Date and signed by an 
authorized officer of Buyer confirming the foregoing.


                                    29



               (b)  Fleetwood shall have received an opinion dated the 
Closing Date of Francis C. Suarino, Esq., counsel to Buyer, as to the matters 
set forth in EXHIBIT C, which opinion shall be reasonably satisfactory in 
form and substance to Fleetwood.

               (c)  Fleetwood shall have received a certified copy of the 
duly adopted resolutions of the Board of Directors of Buyer authorizing the 
execution of this Agreement and the consummation of the transactions 
contemplated hereby.

               (d)  Fleetwood shall have received an incumbency certificate 
with respect to all parties executing on behalf of Buyer this Agreement or 
any of the documents relating to the transactions contemplated hereby.

               (e)  Any and all support agreements, lines of credit, 
guarantees, letters of credit and similar instruments issued or guaranteed by 
Fleetwood relating to the business of the Company or Subsidiary shall be 
canceled or terminated and no acceleration of any indebtedness of Fleetwood 
shall be caused by the Closing.


                                 ARTICLE IX

                           EMPLOYEE BENEFIT MATTERS

          9.1  EMPLOYMENT.

               (a)  Effective as of the Closing, each employee of the Company 
or the Subsidiary who is listed on Schedule 3.20 or as agreed to between 
Buyer and Fleetwood shall continue to be employed by the Company or the 
Subsidiary, as appropriate (or may be transferred to one of their 
Affiliates), provided, however, that any such continued employment shall not 
be construed to limit the ability of the Buyer, the Company, the Subsidiary 
or their Affiliates to terminate any such employee at any time for any 
reason.  Each employee who remains an employee of the Company or the 
Subsidiary as of the Closing shall be hereinafter referred to as a "Company 
Employee."  If necessary, Schedule 3.20 shall be amended to be current as of 
the Closing Date.  Employment of Company Employees after the Closing shall be 
subject to all of Buyer's policies and practices, including the policy of 
employment-at-will.

               (b)  In the event Buyer terminates any Company Employees 
(other than for "For Cause" as defined in EXHIBIT D attached hereto) within 
one year after the Closing Date, Buyer shall pay such individuals severance 
benefits equal to those payable under its own severance plan or, if greater, 
those that would be payable pursuant to the severance terms set forth on 
EXHIBIT D attached hereto, in either case, giving full credit for all service 
with the Company both before and after the Closing Date.

               (c)  Buyer has no present intention (subject to its discretion 
as to employee performance) to terminate the employment of any material 
number of Company


                                    30




Employees within sixty (60) days following the Closing Date, and Buyer 
assumes all obligations and liabilities, if any, under the WARN Act arising 
out of the transactions contemplated by this Agreement. Buyer also agrees to 
comply with the terms of the WARN Act following the Closing Date.

               (d)  Nothing contained herein, whether expressed or implied, 
is intended to confer upon any Company Employee or their legal 
representatives, any rights or remedies, including, without limitation, any 
rights of employment for any period of any nature or kind whatsoever under or 
by reason of this Agreement.

               (e)  For a period of two (2) years from and after the Closing 
Date, Fleetwood will not without Buyer's consent, which consent shall not be 
unreasonably withheld, solicit Company Employees for employment.

          9.2  BENEFITS.

               (a)  IN GENERAL.  On and after the Closing Date, Buyer shall 
provide Company Employees with the employee benefits generally provided to 
other employees of the Buyer, subject to the terms of the Buyer's plans.

               (b)  WELFARE BENEFIT PLANS.  Buyer will grant for purposes of 
vacation and all welfare benefit plans (as defined in Employee Retirement 
Income Security Act of 1974, as amended), except its retiree medical plan, 
past service credit to all Company Employees for all periods of time credited 
to such Company Employees under the Company's welfare benefit plans. No past 
service credit is granted for Buyer's retiree medical plan.  With respect to 
the Short Term Disability Plan, Company Employees will receive past service 
credit for eligibility purposes but will be considered a new hire in 1996 for 
purposes of the applicable benefit schedule.  With respect to Buyer Benefit 
Plans that provide medical or dental benefits after the Closing Date, such 
plans shall waive any exclusions or limitations with respect to pre-existing 
conditions, and actively-at-work exclusions and shall provide that any 
expenses incurred on or before the Closing Date shall be taken into account 
under such Buyer Benefit Plans for purposes of satisfying applicable 
deductible, coinsurance and maximum out-of-pocket provisions.

               (c)  DEFINED CONTRIBUTION PENSION PLAN.  Buyer shall take 
whatever action is necessary, including amendment of its defined contribution 
pension plan, to grant to each Company Employee past service credit for all 
purposes under Buyer's defined contribution pension plan for all periods of 
service credited to each such Company Employee under Fleetwood's Retirement 
Plan.  Within 90 days after the Closing Date, Fleetwood shall provide to 
Buyer such information as the Buyer requires to establish the service for the 
Company Employees credited under Fleetwood's defined contribution pension 
plan.


                                      31




               (d)  DEFINED BENEFIT PENSION PLAN.  No past service credit for 
benefit accrual purposes will be granted under the Buyer's Defined Benefit 
Pension Plan.  Buyer shall take whatever action is necessary, including 
amendment of its defined benefit pension plan, to grant to each Company 
Employee past service credit for vesting purposes only under Buyer's defined 
benefit pension plan for all periods of service credited to each such Company 
Employee under Fleetwood's Retirement Plan.  Within ninety (90) days after 
the Closing Date, Fleetwood shall provide to Buyer such information as the 
Buyer requires to establish the service for the Company Employees credited 
under Fleetwood's defined contribution pension plan.

          9.3  FLEETWOOD RETENTION BONUS.  After the Closing Date, the 
Company shall pay retention bonuses to designated Company Employees at the 
times, in the amounts and on the terms attached hereto as EXHIBIT E; provided 
that Buyer or the Company shall remit to Fleetwood at the time such payments 
would otherwise be made the aggregate amount of retention bonuses deferred by 
Company Employees plus Fleetwood's share of employment taxes applicable to 
such deferred amounts.  Fleetwood shall thereafter be solely liable for the 
ultimate payment of any such deferred amounts and any earnings credited 
thereto.

          9.4  FLEETWOOD PLANS.  Effective as of the Closing Date, except as 
provided below, the Company shall cease to be a participating employer under 
each and every Fleetwood Plan (including, without limitation, the Fleetwood 
Retirement Plan, Supplemental Benefit Plan, Deferred Compensation Plan and 
Restoration Plan), and except as provided below, the Company Employees shall 
cease receiving or making additional contributions thereunder in respect of 
periods following the Closing Date; provided, however, the Company shall 
continue to be a participating employer under the Fleetwood Deferred 
Compensation Plan solely to permit Company Employees to defer any amounts 
payable pursuant to the retention bonus terms set forth in EXHIBIT E hereto 
pursuant to an election previously made thereunder.  Fleetwood shall take, or 
cause to be taken, all such action as may be necessary (i) to effect such 
cessation of participation, including without limitation, the provision of 
such notice to Company Employees participating in such plans as may be 
required by ERISA, and (ii) to cause the benefits payable under the Fleetwood 
Retirement Plan to be paid to Company Employees as soon as is 
administratively practicable following the Closing Date.  Following the 
Closing Date, Fleetwood shall be solely responsible for the disposition of 
benefits accrued under such plans.

                                  ARTICLE X

                               INDEMNIFICATION

          10.1 INDEMNIFICATION BY FLEETWOOD.  Subject to the terms and 
conditions of this Article X, Fleetwood shall indemnify Buyer, its Affiliates 
(including the Company) and each of their respective officers, directors, 
employees and agents against, and hold them harmless from, any Losses 
suffered or incurred by any such Indemnified Person


                                      32




(other than any relating to Taxes, for which indemnification provisions are 
set forth in Section 10.3) to the extent arising from, (a) if the Closing 
occurs, any breach of any representation or warranty (both of which for the 
purposes of determining Losses for indemnification purposes shall exclude any 
materiality and knowledge qualifiers contained therein) of Fleetwood 
contained in this Agreement or in any certificate, instrument or other 
document delivered pursuant hereto or (b) any breach of any covenant of 
Fleetwood contained in this Agreement requiring performance after the Closing 
Date or (c) other than as set forth on the Balance Sheet or as contemplated 
by Section 3.10(b), any liability or financial obligation of any nature, 
whether known or unknown or fixed or contingent in nature, relating to the 
business and operations of the Company and the Subsidiary prior to the 
Closing Date; PROVIDED, HOWEVER, that Fleetwood shall not have any liability 
under this Section 10.1 unless the aggregate of all Losses relating thereto 
for which Fleetwood would, but for this provision, be liable exceeds on a 
cumulative basis an amount equal to $2,000,000 (and then only to the extent 
of any such excess).  Notwithstanding the foregoing, Fleetwood and Buyer 
agree that, if the Closing occurs, Fleetwood shall share equally with the 
Company the legal fees incurred by the Company after the Closing relating 
directly to the Company's appeal of the jury verdict rendered on March 19, 
1996 in the Superior Court, Bergen County Division, State of New Jersey in 
the Cedar Ridge Trailer Sales, Inc., ET AL. v. National Community Bank of New 
Jersey, Fleetwood, the Company, Ganis, ET AL. litigation or the retrial of 
such litigation; provided that, Fleetwood's costs hereunder shall be limited 
to a maximum of one hundred thousand dollars ($100,000); provided further 
that, the Company shall submit written documentation of its legal fees 
related thereto in form and substance reasonably satisfactory to Fleetwood 
prior to reimbursement by Fleetwood therefore.  In no event shall any amounts 
paid by Fleetwood hereunder be included in a determination of Fleetwood's 
aggregate liability under the preceding sentence of this Section 10.1.

          10.2 INDEMNIFICATION BY BUYER.  Subject to the terms and conditions 
of this Article X, Buyer shall, and shall cause the Company, jointly and 
severally, to, indemnify Fleetwood and each of its Affiliates, officers, 
directors, employees and agents against, and hold them harmless from, any 
Losses suffered or incurred by any such Indemnified Person (other than any 
relating to Taxes, for which indemnification provisions are set forth in 
Section 10.3) to the extent arising from, (a) if the Closing occurs, any 
breach of any representation or warranty (both of which for the purposes of 
determining Losses for indemnification purposes shall exclude any materiality 
and knowledge qualifiers contained therein) of Buyer contained in this 
Agreement or in any certificate, instrument or other document delivered 
pursuant hereto or (b) any breach of any covenant of Buyer contained in this 
Agreement requiring performance after the Closing Date or (c) any liability 
or financial obligation of any nature, whether known or unknown or fixed or 
contingent in nature, relating to the business and operations of the Company 
and the Subsidiary on or after the Closing Date (including, without 
limitation, any loss related in any manner to employment decisions or 
terminations by the Company or Subsidiary effective as of or after the 
Closing).


                                      33




          10.3 TAX INDEMNIFICATION.

               (a)  Subject to the terms and conditions of this Article X, 
Fleetwood shall indemnify Buyer and its Affiliates (including the Company) 
and each of their respective officers, directors, employees and agents and 
hold them harmless from (i) all liability for Taxes of the Group incurred 
during the Pre-Closing Tax Period (as defined in Section 10.3(b)) and (ii) 
all liability for reasonable legal fees and expenses incurred with respect to 
any item indemnified pursuant to clause (i).  Notwithstanding the foregoing, 
Fleetwood shall not have any liability under this Section 10.3 relating to 
state Taxes unless the aggregate of all Losses relating thereto for which 
Fleetwood would, but for this provision, be liable exceeds on a cumulative 
basis an amount equal to $125,000 (and then only to the extent of any such 
excess).

               (b)  For purposes of this Agreement, "Pre-Closing Tax Period" 
shall mean any Tax period ending prior to or on the Closing Date (including, 
as defined below, any Short Period or Apportioned Short Period).  In order to 
appropriately apportion any Taxes relating to a period that includes (but 
that would not, but for this Section, close on) the Closing Date, Fleetwood 
and the Buyer will, to the extent permitted by applicable law, elect with the 
relevant Governmental Authority to treat for all purposes the Closing Date as 
the last day of a Tax period of the Company and the Subsidiary, and such 
period shall be treated as a "Short Period."  In any case where applicable 
law does not permit the Company and the Subsidiary to treat the Closing Date 
as the last day of a Short Period, then for purposes of this Agreement, the 
portion of Taxes attributable to the operations of the Company and the 
Subsidiary for an Apportioned Short Period (as defined below) shall be (i) in 
the case of Taxes that are not based on income or gross receipts, the total 
amount of such Taxes for the period in question multiplied by a fraction, the 
numerator of which is the number of days in the Apportioned Short Period, and 
the denominator of which is the total number of days in the entire period in 
question, and (ii) in the case of Taxes that are based on income or gross 
receipts, the Taxes that would be due with respect to the Apportioned Short 
Period, if such Period were a Short Period.  "Apportioned Short Period" means 
with respect to any Taxes imposed on the Company and the Subsidiary on a 
periodic basis for which the Closing Date is not the last day of a Short 
Period, the period of time beginning on the first day of the actual Tax 
period in question that includes (but does not end on) the Closing Date and 
ending on and including the Closing Date.  All determinations necessary to 
give effect to the foregoing allocations shall be made in a manner consistent 
with the prior practice of the Company and the Subsidiary.

               (c)  Buyer agrees to indemnify Fleetwood and its Affiliates 
for any additional Tax owed by Fleetwood and its Affiliates resulting from 
any transaction initiated by the Company or Buyer not in the ordinary course 
of business occurring on the Closing Date after Buyer's purchase of the 
Common Stock of the Company.

               (d)  If a claim is made by the IRS that, if successful, might 
result in an indemnity payment to either Fleetwood or Buyer pursuant to this 
Section 10.3, the


                                      34




party against whom the claim is asserted and who would be entitled to receive 
an indemnity payment (the "Tax Indemnitee") shall promptly notify the party 
against whom indemnification is sought (the "Tax Indemnitor") in writing of 
such claim (a "Tax Claim").  If notice of a Tax Claim is not given to the Tax 
Indemnitor within a sufficient period of time to allow the Tax Indemnitor to 
effectively contest such Tax Claim taking into account the facts and 
circumstances with respect to such Tax Claim, the Tax Indemnitor shall not be 
liable to the Tax Indemnitee to the extent that the Tax Indemnitor's ability 
to effectively contest such Tax Claim is actually prejudiced as a result 
thereof.

               (e)  With respect to any Tax Claim, the Tax Indemnitor shall 
control all proceedings taken in connection with such Tax Claim (including, 
without limitation, selection of counsel) and, without limiting the 
foregoing, may in its sole discretion (and at its sole cost and expense) 
pursue or forego any and all administrative appeals, proceedings, hearings, 
and conferences with any Governmental Authority with respect thereto and may, 
in its sole discretion, either pay the Tax claimed and sue for a refund where 
applicable law permits such refund suits or contest the Tax Claim in any 
permissible manner.  The Tax Indemnitee, and each of its Affiliates, shall 
cooperate with the Tax Indemnitor in contesting any Tax Claim, which 
cooperation shall include, without limitation, the retention and (upon the 
Tax Indemnitor's request) the provision to the Tax Indemnitor of Records and 
information which are reasonably relevant to such Tax Claim, and making 
employees available on a mutually convenient basis to provide additional 
information or explanation of any material provided hereunder or to testify 
at proceedings relating to such Tax Claim.

               (f)  In no case shall the Tax Indemnitee settle or otherwise 
compromise any Tax Claim that might result in an indemnity payment without 
the Tax Indemnitor's prior written consent, which consent shall not be 
unreasonably withheld.

          10.4 LOSSES NET OF INSURANCE, ETC.

               (a)  The amount of any Loss or Tax for which indemnification 
is provided under this Article X shall be net of any (i) related reserves 
reflected on the Company's balance sheet as of the Closing Date, (ii) any Tax 
refund payable to the Company and (iii) all amounts recovered or recoverable 
by the Indemnified Person under insurance policies with respect to such Loss 
or Tax and shall be (x) increased to take account of any net actual Tax cost 
incurred by the Indemnified Person arising from the receipt of indemnity 
payments hereunder (grossed up for such increase) and (y) reduced to take 
account of any actual net tax benefit realized by the Indemnified Person 
arising from the incurrence or payment of any such Loss or Tax.  In computing 
the amount of any such Tax cost or Tax benefit, the Indemnified Party shall 
be deemed to recognize all other items of income, gain, loss, deduction or 
credit before recognizing any item arising from the receipt of any indemnity 
payment hereunder or the incurrence or payment of any indemnified Loss or 
Tax.


                                      35




               (b)  If the Indemnifying Person makes any payment under this 
Article X in respect of any Losses, the Indemnifying Person shall be 
subrogated, to the extent of such payment, to the rights of the Indemnified 
Person against any insurer or third party with respect to such Losses.

               (c)  Notwithstanding anything to the contrary elsewhere in 
this Agreement, no Indemnifying Person shall, in any event, be liable to the 
other party for any consequential damages, including, but not limited to, 
loss of revenue or income, cost of capital, diminution in value or loss of 
business reputation or opportunity relating to the breach or alleged breach 
of this Agreement.  Each party agrees that it will not seek punitive damages 
as to any matter under, relating to or arising out of the transactions 
contemplated by this Agreement.

               (d)  The parties hereto agree that the indemnification 
provisions of this Article X are intended to provide the exclusive remedy as 
to all Losses either may incur arising from, or relating to the transactions 
contemplated hereby and each party hereby waives, to the extent they may do 
so, any other rights or remedies that may arise under any applicable statute, 
rule or regulation.

          10.5 PROCEDURES RELATING TO INDEMNIFICATION (OTHER THAN UNDER
               SECTION 10.3).

               (a)  In order for an Indemnified Person to be entitled to any 
indemnification provided for under this Agreement (other than under Section 
10.3) in respect of, arising out of or involving a claim or demand made by 
any Person against the Indemnified Person (a "Third Party Claim"), such 
Indemnified Person must notify the Indemnifying Person in writing, and in 
reasonable detail, of the Third Party Claim within 10 Business Days after 
receipt by such Indemnified Person of written notice of the Third Party 
Claim; PROVIDED, HOWEVER, that failure to give such notification shall not 
affect the indemnification provided hereunder except to the extent the 
Indemnifying Person shall have been actually prejudiced as a result of such 
failure (except that the Indemnifying Person shall not be liable for any 
Losses incurred during the period in which the Indemnified Person failed to 
give such notice).  Thereafter, the Indemnified Person shall deliver to the 
Indemnifying Person, within five Business Days after the Indemnified Person's 
receipt thereof, copies of all notices and documents (including court papers) 
received by the Indemnified Person relating to the Third Party Claim.

               (b)  If a Third Party Claim is made against an Indemnified 
Person, the Indemnifying Person will be entitled to participate in the 
defense thereof and, if it so chooses, to assume the defense thereof with 
counsel selected by the Indemnifying Person.  Should the Indemnifying Person 
so elect to assume the defense of a Third Party Claim, the Indemnifying 
Person will not be liable to the Indemnified Person for legal fees and 
expenses subsequently incurred by the Indemnified Person in connection with 
the defense thereof.  If the Indemnifying Person assumes such defense, the 
Indemnified Person


                                      36




shall have the right to participate in the defense thereof and to employ 
counsel, at its own expense, separate from the counsel employed by the 
Indemnifying Person, it being understood that the Indemnifying Person shall 
control such defense.  The Indemnifying Person shall be liable for the fees 
and expenses of counsel employed by the Indemnified Person for any period 
during which the Indemnifying Person has not assumed the defense thereof 
(other than during any period in which the Indemnified Person shall have 
failed to give notice of the Third Party Claim as provided above).  

               (c)  If the Indemnifying Person chooses to defend or prosecute 
any Third Party Claim, all parties hereto shall cooperate in the defense or 
prosecution thereof.  Such cooperation shall include the retention and (upon 
the Indemnifying Person's request) the provision to the Indemnifying Person 
of Records and information which are reasonably relevant to such Third Party 
Claim, and making employees available on a mutually convenient basis to 
provide additional information and explanation of any material provided 
hereunder.

               (d)  Whether or not the Indemnifying Person shall have assumed 
the defense of a Third Party Claim, the Indemnified Person shall not admit 
any liability with respect to, or settle, compromise or discharge, such Third 
Party Claim without the Indemnifying Person's prior written consent (which 
consent shall not be unreasonably withheld).  All Tax Claims (as defined in 
Section 10.3) shall be governed by Section 10.3.

          10.6 SURVIVAL OF REPRESENTATIONS; TERMINATION OF INDEMNIFICATION.  
The representations, warranties and covenants in this Agreement and in any 
other document delivered in connection herewith shall survive the Closing.  
The obligation to indemnify and hold harmless shall not terminate with 
respect to any item as to which the Person to be indemnified shall have, 
before the expiration of the applicable period, previously made a claim by 
delivering a written notice (stating in reasonable detail the basis of such 
claim) to the Indemnifying Person.  The obligations to indemnify and hold 
harmless a Person pursuant to Section 10.3 shall survive the Closing for the 
full period of all applicable statute of limitations giving effect to any 
waiver, mitigation, or extension thereof.

                                   ARTICLE XI

                            COVENANT NOT TO COMPETE

          11.1 COVENANT NOT TO COMPETE.  Until such time as the Operating 
Agreement expires or otherwise terminates, Fleetwood covenants and agrees 
with Buyer that, except as otherwise permitted by the Operating Agreement, it 
will not, either directly or indirectly itself or through a wholly or 
partially owned subsidiary, compete or engage in the business of wholesale or 
retail financing (whether sale or lease) of RV's manufactured and/or 
distributed by Fleetwood or any Affiliate thereof in the United States (the 
"Restricted Territory").


                                      37




          11.2 CONSIDERATION.  Fleetwood acknowledges and agrees that it will 
receive a direct, material and substantial benefit from the consummation of 
the transactions contemplated by this Agreement and that such direct, 
material and substantial benefit is good and sufficient consideration to it 
for the performance of its obligations under this Article XI.  

          11.3 PURCHASE PRICE ALLOCATION.  Fleetwood and Buyer agree to 
allocate $5,000,000 of the Purchase Price set forth in Article II to the 
Covenant Not to Compete.  Notwithstanding any terms to the contrary in this 
Article XI, the agreement by Fleetwood and Buyer to allocate $5,000,000 of 
the Purchase Price in Article II to the Covenant Not to Compete shall not 
limit in any way the remedies otherwise available to Buyer for any breach of 
this Article XI.

          11.4 REASONABLENESS OF COVENANT.  Fleetwood recognizes and 
acknowledges that the Covenant Not to Compete together with Fleetwood's 
performance thereunder is necessary in order to protect and maintain the 
proprietary interests and other legitimate business interests of Buyer and to 
afford Buyer the benefit of its bargain under this Agreement and that such 
covenants are reasonable in all respects.

          11.5 SEPARATE COVENANTS.  The parties intend for the covenants 
contained in this Article XI to comply with the provisions of the laws of 
each state in the United States and to be construed as a series of separate 
covenants, one for each city, county, market area or business area in the 
Restricted Territory, for each year.  Except for geographic coverage, each 
such covenant shall be deemed identical in terms to the covenants contained 
herein.

          11.6 EQUITABLE RELIEF.  The parties hereto agree that the 
obligations contained in this Article XI are of a special and unique 
character which gives them a peculiar value, and that Buyer may not be 
reasonably or adequately compensated in damages in an action at law in the 
event that Fleetwood breaches such obligations.  Fleetwood therefore 
expressly agrees that Buyer shall be entitled to preliminary and permanent 
injunctive and other equitable relief to prevent a breach of said 
obligations, in addition to any other rights and remedies that Buyer may 
have.

                                  ARTICLE XII

                    CERTAIN CLOSING AND POST-CLOSING MATTERS

          12.1 TAX MATTERS.

               (a)  Fleetwood will include the income of the Company and the 
Subsidiary on the Fleetwood consolidated federal income Tax Returns for all 
periods through the Closing Date and pay any federal income Taxes 
attributable to such income.  The income of the Company will be apportioned 
to the period up to and including the Closing Date and the period after the 
Closing Date by closing the books of the Company as


                                      38




of the end of the Closing Date in conformance with Treasury Regulations 
Section 1.1502-76(b)(ii)(A).  With respect to any items of income, gain, 
loss, or expense incurred in a transaction described in Section 10.3(c), 
Buyer and Fleetwood agree to report all such items on Buyer's federal income 
tax return to the extent permitted by Treasury Regulations Section 
1.1502-76(b)(ii)(B).

               (b)  Other than income Tax Returns described in Section 
12.1(a) or with respect to periods for which a unitary or combined income Tax 
Return of Fleetwood will include the operations of the Company and/or the 
Subsidiary, Buyer shall prepare or cause to be prepared and file or cause to 
be filed all Tax Returns of the Company and the Subsidiary for Tax periods 
ending prior to the Closing Date or for a Short Period (as defined in Section 
10.3(b)) and which are due after the Closing Date.  Buyer shall file such Tax 
Returns consistent with the manner in which Fleetwood previously filed such 
Tax Returns and shall permit Fleetwood to review and comment on each such Tax 
Return prior to filing and shall make such revisions to such Tax Returns as 
are reasonably requested by Fleetwood.  Fleetwood shall reimburse Buyer for 
Taxes of the Company and the Subsidiary with respect to such periods within 
fifteen (15) business days after payment by Buyer, the Company, or the 
Subsidiary of such Taxes to the extent such Taxes are not accrued on the 
books of the Company and the Subsidiary on the Closing Date.

               (c)  Buyer shall prepare or cause to be prepared and file or 
cause to be filed any Tax Returns of the Company and the Subsidiary for Tax 
periods which begin before the Closing Date and end after the Closing Date.  
Fleetwood shall pay to Buyer within fifteen (15) business days after the date 
on which Taxes are paid with respect to such period an amount equal to the 
portion of such Taxes which relates to the Apportioned Short Period (as 
defined and determined under Section 10.3(b)) to the extent such Taxes are 
not accrued on the books of the Company and the Subsidiary on the Closing 
Date.

               (d)  Any refunds or credits of Taxes of the Company and the 
Subsidiary attributable to any taxable period ending on or before or any 
portion of a tax period up to the Closing Date shall be for the account of 
Fleetwood.  In addition, to the extent that a claim for refund or a 
proceeding results in a payment or credit against Tax by a taxing authority 
to the Buyer, the Company, or the Subsidiary of any amount accrued on the 
books of the Company and the Subsidiary on the Closing Date, or to the extent 
a proceeding with a tax authority shifts a deduction or other tax benefit 
from the Pre-Closing Tax Period to a Tax period following the Closing Date, 
the Buyer shall pay the net tax benefit of such amount or reimburse Fleetwood 
for such benefit within fifteen (15) business days after receipt or 
entitlement thereto.  Any refunds or credits of Taxes of the Company and the 
Subsidiary attributable to any taxable period beginning after or any portion 
of a tax period after the Closing Date shall be for the account of Buyer.  
Any refunds or credits of Taxes of the Company for any tax period that begins 
before and ends after the Closing Date shall be prorated between Fleetwood 
and Buyer.  Buyer and


                                      39




Fleetwood shall cooperate to effect the purposes of the foregoing provisions. 
 Any amounts payable to Buyer or Fleetwood shall be net of any tax cost or 
benefit to the payor attributable to the receipt of such refund and/or the 
payment of such amounts; in no event shall such payment exceed the amount of 
the refund. Notwithstanding the foregoing, the control of the prosecution of 
a claim for refund of Taxes attributable to Pre-Closing Tax Periods paid 
pursuant to a deficiency assessed subsequent to the Closing Date as a result 
of an audit shall be governed by the provisions of Section 10.3.

               (e)  Fleetwood shall be responsible for filing any amended 
consolidated, combined or unitary Tax returns for taxable years ending on or 
prior to the Closing Date which are required as a result of examination 
adjustments made by the IRS or by the applicable state, local or foreign 
taxing authorities for such taxable years as finally determined.  For those 
jurisdictions in which separate Tax Returns are filed by the Company, any 
required amended returns resulting from such examination adjustments, as 
finally determined, shall be prepared by Fleetwood and furnished to Buyer or 
the Company, as the case may be, for approval (which approval shall not be 
unreasonably withheld or delayed), signature and filing at least 30 days 
prior to the due date for filing such returns.

               (f)  Fleetwood, Buyer, the Company, and the Subsidiary shall 
cooperate fully, as and to the extent requested by the other party, in 
connection with filing of Tax Returns pursuant to this Section 12.1 and any 
audit, litigation or other proceeding with respect to Taxes.  Such 
cooperation shall include the retention and (upon the other party's request) 
the provision of records and information which are reasonably relevant to any 
such Tax Returns, audit, litigation or other proceeding and making employees 
available on a mutually convenient basis to provide additional information 
and explanation of any material provided hereunder.

               (g)  All transfer, documentary, sales, use, stamp, 
registration, value added and other such Taxes and fees (including any 
penalties and interest) incurred in connection with this Agreement (including 
any New York State Gains Tax, New York City Transfer Tax and any similar Tax 
imposed in other states or subdivisions) shall be borne and paid equally by 
Fleetwood and Buyer when due.  Buyer will, at the joint expense of Fleetwood 
and the Buyer, file all necessary Tax returns and other documentation with 
respect to all such Taxes and fees, and, if required by applicable law, 
Fleetwood will, and will cause its Affiliates to, join in the execution of 
any such Tax returns and other documentation.

               (h)  Any Tax sharing agreement between Fleetwood and the 
Company will be terminated as of the close of business on the Closing Date 
and will have no further effect for any taxable year (whether the current 
year, a future year, or any past year).  Upon termination of any such Tax 
sharing agreement, Fleetwood, the Company and the Subsidiary shall make any 
payments required under such agreement with respect to


                                      40




any Taxes covered by such agreement and accrued as of the close of business 
on the Closing Date.

               (i)  Buyer and Fleetwood acknowledge that Company will pay 
Fleetwood $7.5 million for Deferred Tax Assets (as defined below) 
representing $6.2 million for the taxable period ending April 30, 1995 for 
which returns have been filed and $1.3 million estimated amount for the 
taxable period beginning May 1, 1995 and ending as of the close of business 
on the Closing Date for which returns have not been filed (hereinafter the 
"Interim Period"). Within 60 days after the Tax Returns are filed for the 
Interim Period, Buyer shall cause the Company to pay Fleetwood, or Fleetwood 
shall pay the Company, as appropriate, an amount reflecting the difference 
between (i) the $1.3 million estimated amount of Deferred Tax Assets for the 
Interim Period and (ii) the actual amount for the Deferred Tax Assets as 
ultimately reflected in the Tax Returns for the Interim Period.  For purposes 
of this Section 12.1(i), Deferred Tax Assets refers to the $7.5 million 
reflected in Schedule 3.12 for the deferred tax payments made by Fleetwood on 
behalf of the Company in excess of amounts reimbursed by the Company to 
Fleetwood.

          12.2 ACCESS TO FORMER BUSINESS RECORDS.  For a period of five (5) 
years following the Closing, Buyer will retain all Records of the Company and 
the Subsidiary arising prior to the Closing in accordance with the Buyer's 
then existing records retention policies and/or procedures; provided, 
however, in the case of Records relating to Taxes and Tax Returns of the 
Company and the Subsidiary, the period shall be six (6) years or, if notified 
by Fleetwood, until the termination of any applicable statute of limitations. 
During such period, Buyer will afford authorized representatives of Fleetwood 
access to all of such Records at reasonable times and during normal business 
hours at the principal business office of the Company, or at such other 
location or locations at which such Records may be stored or maintained from 
time to time, and will permit such representatives to make abstracts from, or 
copies of, any of such Records, or to obtain temporary possession of any 
thereof as may be reasonably required by Fleetwood at Fleetwood's sole cost 
and expense.  During such period, Buyer will, at Fleetwood's expense, 
cooperate with Fleetwood in furnishing information, evidence, testimony, and 
other reasonable assistance in connection with any action, proceeding, or 
investigation relating to the business of the Company prior to the Closing.

          12.3 USE OF TRADEMARK AND TRADE NAMES.  Notwithstanding anything to 
the contrary in this Agreement, the Company may continue to use the name 
"Fleetwood Credit Corp." and the Subsidiary may continue to use the name 
"Fleetwood Credit Receivables Corp." and the name "Fleetwood" to the extent 
permitted pursuant to the terms of the Operating Agreement.


                                      41




                                  ARTICLE XIII

                                  TERMINATION

          13.1 TERMINATION.  Anything contained herein to the contrary 
notwithstanding, this Agreement may be terminated and the transactions 
contemplated hereby abandoned at any time prior to the Closing Date:

               (a)  by mutual written consent of Fleetwood and Buyer;

               (b)  by Fleetwood if any of the conditions set forth in 
Sections 8.1 or 8.3 shall have become incapable of fulfillment, and shall not 
have been waived by Fleetwood;

               (c)  by Buyer if any of the conditions set forth in Sections 
8.1 or 8.2 shall have become incapable of fulfillment, and shall not have 
been waived by Buyer; or 

               (d)  by either party hereto, if the Closing does not occur on 
or prior to 180 days after the date of this Agreement, unless the delay is 
caused by the failure of Fleetwood or Buyer to fulfill their respective 
obligations hereunder. 

          13.2 NOTICE OF TERMINATION.  In the event of termination by 
Fleetwood or Buyer pursuant to this Article XIII, written notice thereof 
shall forthwith be given to the other party and the transactions contemplated 
by this Agreement shall be terminated, without further action by either 
party.  If the transactions contemplated by this Agreement are terminated as 
provided herein:

               (a)  Buyer shall promptly return all documents and copies and 
other material received directly or indirectly from Fleetwood or the Company 
relating to the transactions contemplated hereby, whether so obtained before 
or after the execution hereof, to Fleetwood; and

               (b)  all confidential information received by Buyer with 
respect to the businesses of Fleetwood and the Company shall be treated in 
accordance with the Confidentiality Agreement which shall remain in full 
force and effect notwithstanding the termination of this Agreement.

          13.3 EFFECT OF TERMINATION.  If this Agreement is terminated and 
the transactions contemplated hereby are abandoned as described in this 
Article XIII, this Agreement shall become void and of no further force and 
effect, except for the provisions of (i) Section 7.1 relating to the 
obligation of Buyer to keep confidential certain information and data 
obtained by it, (ii) Section 14.4 relating to certain expenses, (iii) Section 
14.5 relating to attorneys' fees and expenses, (iv) Section 5.2 relating to 
publicity, (v) Section 14.10 relating to finder's fees and broker's fees and 
(vi) this


                                      42




Article XIII; provided, however, that if any party hereto willfully fails to 
perform its obligations herein or willfully neglects to perform acts that are 
necessary to the fulfillment of conditions hereof or willfully prevents the 
fulfillment of a condition hereof, the other party may seek any available 
legal and equitable remedies in addition to those provided herein.

                                  ARTICLE XIV

                              GENERAL PROVISIONS

          14.1 NOTICES.  All notices or other communications required or 
permitted to be given hereunder shall be in writing and shall be delivered by 
hand or sent prepaid telex, cable or telecopy, or sent, postage prepaid, by 
registered, certified or express mail, or reputable overnight courier service 
and shall be deemed given when so delivered by hand, telexed, cabled or 
telecopied, or if mailed, three days after mailing (one Business Day in the 
case of express mail or overnight courier service), as follows:

               (i)  if to Buyer:

                              Associates Commercial Corporation
                              300 East Carpenter Freeway
                              Irving, Texas  75062
                              Attention:  President - Housing Services and
                                          Communications Finance Group

                  with a copy to:

                              Associates Commercial Corporation
                              300 East Carpenter Freeway
                              Irving, Texas  75062
                              Attention:     General Counsel

                  and a copy to:

                              Associates Corporation of North America
                              250 East Carpenter Freeway
                              Irving, Texas  75062
                              Attention:     General Counsel


                                      43




               (ii) if to Fleetwood:

                              Fleetwood Enterprises, Inc.
                              3125 Myers Street
                              Riverside, California  92503-5527
                              Attention: William H. Lear, Esq.
                                         General Counsel

                  with a copy to:

                              Gibson, Dunn & Crutcher
                              Jamboree Center, 4 Park Plaza
                              Irvine, California 92714-8557
                              Attention:    Robert E. Dean, Esq.

          14.2 ASSIGNMENT.  This Agreement and the rights and obligations 
hereunder shall not be assignable or transferable (including by operation of 
law in connection with a merger, or sale of substantially all the assets, of 
Buyer) by Buyer prior to the Closing, except to a corporation which directly 
or through one or more wholly-owned subsidiaries owns 100% of the voting 
stock of Buyer), without the prior written consent of Fleetwood.

          14.3 NO THIRD-PARTY BENEFICIARIES.  Except as provided in Article X 
as to Indemnified Persons, this Agreement is for the sole benefit of the 
parties hereto and their permitted assigns and nothing herein expressed or 
implied shall give or be construed to give to any person or entity, other 
than the parties hereto and such assigns, any legal or equitable rights 
hereunder.

          14.4 EXPENSES. Whether or not the transactions contemplated hereby 
are consummated, and except as otherwise provided in this Agreement, all 
fees, costs and expenses incurred in connection with this Agreement and the 
transactions contemplated hereby shall be paid by the party incurring such 
fees, costs or expenses.

          14.5 ATTORNEYS' FEES.  Should any litigation be commenced 
concerning this Agreement or the rights and duties of any party with respect 
to it, the party prevailing shall be entitled, in addition to such other 
relief as may be granted, to a reasonable sum for such party's attorneys' 
fees and expenses determined by the court in such litigation or in a separate 
action brought for that purpose.

          14.6 AMENDMENTS.  No amendment to this Agreement shall be effective 
unless it shall be in writing and signed by both parties hereto.

          14.7 INTERPRETATION; EXHIBITS AND SCHEDULES.  The headings 
contained in this Agreement, in any Exhibit or Schedule hereto and in the 
table of contents to this Agreement, are for reference purposes only and 
shall not affect in any way the meaning or


                                      44




interpretation of this Agreement.  Any matter disclosed in one Schedule 
hereto shall be deemed incorporated by reference into each other Schedule 
hereto and disclosed in each such Schedule.  All Exhibits and Schedules 
annexed hereto or referred to herein are hereby incorporated in and made a 
part of this Agreement as if set forth in full herein.  Any capitalized terms 
used in any Schedule or Exhibit, but not otherwise defined therein, shall 
have the meaning as defined in this Agreement.

          14.8 COUNTERPARTS.  This Agreement may be executed in counterparts, 
each of which shall be deemed an original, and all of which taken together 
shall constitute one and the same instrument.

          14.9 ENTIRE AGREEMENT.  This Agreement, the Confidentiality 
Agreement and the Operating Agreement contain the entire agreement and 
understanding between the parties hereto with respect to the subject matter 
hereof and supersede all prior oral and written agreements and understandings 
relating to the subject matter hereof.

          14.10 FINDERS AND BROKERS.  Fleetwood represents and warrants that 
the only broker or finder that has acted for Fleetwood in connection with 
this Agreement or the transactions contemplated hereby or that may be 
entitled to any brokerage fee, finder's fee or commission in respect thereof 
is PaineWebber, Inc. and that Fleetwood will pay all fees or commissions 
which may be payable to PaineWebber, Inc.  Buyer represents and warrants that 
it has retained no such brokers or finders in connection with this Agreement 
or the transactions contemplated hereby and that no such party is entitled to 
any such fee or commission from Buyer in connection with this Agreement or 
the transactions contemplated hereby.

          14.11 SEVERABILITY.  If any provision of this Agreement or the 
application of any such provision to any person or circumstance shall be held 
invalid, illegal or unenforceable in any respect by a court of competent 
jurisdiction, such invalidity, illegality or unenforceability shall not 
affect any other provision hereof.

          14.12 GOVERNING LAW.  This Agreement shall be governed by and 
construed in accordance with the internal laws of the State of California 
applicable to agreements made and to be performed entirely within such State, 
without regard to the conflicts of law principles of such State.

          14.13 CONSENT TO JURISDICTION: FORUM SELECTION.  The parties agree 
that all actions or proceedings arising in connection with this Agreement 
shall be tried and litigated exclusively in the Federal courts located in 
either the County of Orange or the County of Riverside, State of California.  
The aforementioned choice of venue is intended by the parties to be mandatory 
and not permissive in nature, thereby precluding the possibility of 
litigation between the parties with respect to or arising out of this 
Agreement in any jurisdiction other than those specified in this paragraph.  
Each party hereby waives any right it may have to assert the doctrine of 
forum non conveniens or similar doctrine or to


                                      45




object to venue with respect to any proceeding brought in accordance with 
this paragraph, and stipulates that the Federal courts located in the County 
of Orange or the County of Riverside, State of California shall have in 
personam jurisdiction and venue over each of them for the purpose of 
litigating any dispute, controversy or proceeding arising out of or related 
to this Agreement.  Each party hereby authorizes and accepts service of 
process sufficient for personal jurisdiction in any action against it as 
contemplated by this paragraph by registered or certified mail, return 
receipt requested, postage prepaid, to its address for the giving of notices 
as set forth in this Agreement, or in the manner set forth in Section 14.1 of 
this Agreement for the giving of notice.  Any final judgment rendered against 
a party in any action or proceeding shall be conclusive as to the subject of 
such final judgment and may be enforced in other jurisdictions in any manner 
provided by law.

          14.14 JURY WAIVER.  FLEETWOOD AND BUYER EACH HEREBY WAIVE TRIAL BY 
JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY MATTER IN ANY WAY ARISING OUT 
OF OR RELATED TO THIS AGREEMENT OR THE INSTRUMENTS TO BE EXECUTED IN 
CONNECTION HEREWITH.


                                      46




          IN WITNESS WHEREOF, the parties have caused this Agreement to be 
duly executed as of the date first written above.

                              FLEETWOOD ENTERPRISES, INC.
                              By:  /s/     Paul M. Bingham
                                  -----------------------------------------

                              Name::       Paul M. Bingham
                                    ---------------------------------------

                              Title:       Executive Vice President             
                                    ---------------------------------------

                              ASSOCIATES COMMERCIAL CORPORATION

                              By:  /s/     Rocco A. Macri
                                  -----------------------------------------

                              Name:        Rocco A. Macri
                                    ---------------------------------------

                              Title:       Executive Vice President
                                    ---------------------------------------






                                      47




EXHIBITS
Exhibit A         Fleetwood Operating Agreement
Exhibit B         Form of Opinions of Gibson, Dunn & Crutcher, WilliamH. Lear
                  and Richard de la Pena
Exhibit C         Form of Opinion of Francis C. Suarino
Exhibit D         Severance Bonus Terms and Conditions
Exhibit E         Retention Bonus Terms and Conditions

SCHEDULES

Schedule 3.4      Restrictions on Company Shares and Subsidiary Shares
Schedule 3.9      No Breach or Default; Consents and Approvals
Schedule 3.10     Exceptions to Financial Statements
Schedule 3.12     Certain Changes
Schedule 3.13     Taxes
Schedule 3.13(f)  Certain Tax Elections; Carryovers
Schedule 3.14     Liens
Schedule 3.15     Leasehold Interests
Schedule 3.16     Intellectual Property
Schedule 3.17     Material Contracts
Schedule 3.18     Material Litigation
Schedule 3.19     Employee Benefit Plans
Schedule 3.20     Company and Subsidiary Employees
Schedule 3.25     Securitization Transactions
Schedule 3.27     Finance Agreements
Schedule 4.2      No Breach or Default; Consents and Approvals
Schedule 6.3(a)   Insurance Policies Maintained by the Company
Schedule 6.3(b)   Insurance Policies Maintained by Fleetwood
Schedule 8.2      Consents and Regulatory Approvals



                                      48