Cavalier Homes Inc. ▼

                               COMMERCIAL LEASE

         The  Commercial  Lease and  Agreement  made as of this   5th   day   of
March,  2001, between Minor & Smith Real Estate,  Inc., an Alabama  corporation,
(hereinafter  referred  to as  "Landlord"),  whose  address  is P. O.  Box  578,
Haleyville,  Alabama 35565, and Ridge Crest,  LLC, a Delaware limited  liability
company, (hereinafter referred to as "Tenant"), whose address is P. O. Box 1190,
Haleyville, Alabama 35565.

         Whereas, Landlord has certain buildings and property located at  . . .

<DESCRIPTION>GUARANTY AGREEMENT
<TEXT>

                               GUARANTY AGREEMENT


         THIS GUARANTY AGREEMENT (this "Agreement" or "Guaranty"), made and
entered into as of the 6th day of August, 2003, is by CAVALIER HOMES, INC., a
Delaware corporation, QUALITY CERTIFIED INSURANCE SERVICES, INC., an Alabama
corporation, CIS FINANCIAL SERVICES, INC., an Alabama corporation, BRC
COMPONENTS, INC., a Delaware corporation, and THE HOME PLACE, LLC, an Alabama
limited liability company (individually,  . . .

                               INDUSTRIAL SUBLEASE


1. PARTIES and CERTAIN DEFINITIONS. This Sublease, dated for reference purposes
only,  October 2, 2000,  is made by and between  Cavalier  Industries,  Inc.,  a
Delaware  corporation  (herein  called  "Sublessor")  and successor by merger to
Bellcrest Homes,  Inc., a Georgia  corporation,  Alliance Homes, Inc., a Georgia
corporation (herein called "Sublessee"),  All-Span Homes, LLC, a Georgia limited
liability  company and the majority  shareholder of Sublessee (the  "Optionee"),
and joined in by G.   . . .

                          INVENTORY SECURITY AGREEMENT
                              AND POWER OF ATTORNEY


TO: 21ST mortgage corporation ("Secured Party"), which has its principal place
of business at 620 Market Street, Suite 100, Knoxville, Tennessee 37902, as of
the date set forth in the final paragraph of this Agreement.

The undersigned entity or person ("Debtor") intends to engage or is engaged in
the business of buying, selling and generally dealing in goods of various types
of retail and, from time to time, may desire Secured Party to finance  . . .

                                 LEASE AGREEMENT






                               Dated March 1, 2001




                                 By and between



              THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF HAMILTON



                                       and



                           QUALITY HOUSING SUPPLY, LLC












         The interest of   The   Industrial   Development   Board of the City of
Hamilton in any rents, revenues and receipts derived by it   under   this  Lease
Agreement has been assigned to First Commercial  . . .

<DESCRIPTION>FIFTH AMENDMENT
<TEXT>

                     FIFTH AMENDMENT TO AMENDED AND RESTATED
                         REVOLVING AND TERM LOAN AGREEMENT

         THIS FIFTH AMENDMENT TO AMENDED AND RESTATED REVOLVING AND TERM LOAN
AGREEMENT (this "Amendment"), made and effective as of the 6th day of August,
2003, is by and among CAVALIER HOMES, INC., a Delaware corporation, CAVALIER
PROPERTIES, INC., a Delaware corporation, CAVALIER HOME BUILDERS, LLC, a
Delaware limited liability company, CAVALIER REAL ESTATE CO., INC., a Delaware
corporation, QUALITY HOUSING SUPPLY, . . .

<DESCRIPTION>REVOLVING PROMISSORY NOTE
<TEXT>




                            REVOLVING PROMISSORY NOTE



$50,000,000.00                                             Birmingham, Alabama
                                                              December 6, 2005


         FOR VALUE RECEIVED, the undersigned, CAVALIER HOMES, INC., a Delaware
corporation, CAVALIER PROPERTIES, INC., a Delaware corporation, CAVALIER HOME
BUILDERS, LLC, a Delaware limited liability company, CAVALIER REAL ESTATE CO.,
INC., a Delaware  . . .

                              TERMINATION AGREEMENT

         THIS TERMINATION AGREEMENT (this "Agreement") is made by and between
Marion County Industrial Development Corporation, an Alabama corporation
("Landlord"), and Quality Housing Supply, L.L.C., (formerly Quality Housing
Supply, Inc.), an Alabama limited liability company ("Tenant"), as of the 31st
day of May, 2000 (the "Effective Date"). . . .