Agreement and General Release

                          AGREEMENT AND GENERAL RELEASE


         This Agreement and General Release (the "Agreement") is made and
entered into as of the 5th day of September, 2000, by and between Champion
Enterprises, Inc. a Michigan corporation whose address is 2701 Cambridge Court,
Suite 300, Auburn Hills, Michigan, 48326, and its subsidiaries, affiliates, and
related entities, and any divisions thereof (together, the "Employer") and
Joseph H. Stegmayer (the "Employee").

         WHEREAS, Employee has been employed by Employer, and Employee has
elected to conclude such employment on or about September 5, 2000; and

         WHEREAS, Employee voluntarily and with full knowledge of Employee's
rights and the provisions herein, now desires to waive Employee's rights and to
settle, compromise, and dispose of any claims that Employee has or might have
against Employer (or its affiliates) as set forth herein upon the terms and
conditions hereinafter set forth;

         NOW, THEREFORE, in consideration of the promises and mutual covenants
contained herein, and other valuable consideration, it is hereby covenanted and
agreed as follows:

         1. Releases.

         (a)  Employee (for Employee and Employee's family, heirs, executors,
              administrators, personal representatives, legal representatives,
              successors and assigns), hereby forever and fully releases,
              acquits, and discharges Employer together with all of the
              officers, directors, agents, employees, successors or assigns of
              Employer, of and from any and all claims, causes of action,
              agreements, or any other liability of any nature whatsoever,
              whether known or unknown, foreseen or unforeseen, arising out of
              any matter or event occurring on or prior to the date hereof,
              including, but not limited to, claims related in any way to
              employment, wrongful discharge, negligent or intentional
              infliction of emotional distress, defamation, age discrimination
              or any other form of discrimination, breach of contract, claims
              for unused vacation pay, or any and all other claims of any nature
              arising out of or in any way relating to any employment agreement
              that Employee has had with the Employer (including claims for any
              payments now or hereafter owed under any such employment
              agreement), any other contract or agreement between Employee and
              Employer, or Employee's employment with the Employer or conclusion
              thereof, including any and all claims under any federal, state or
              local laws, regulations, rules or ordinances, including any claims
              under the Age Discrimination in Employment Act of 1967 (as
              amended), claims for any other benefit, or for violation of the
              Employee Retirement Income Security Act of 1974 (as amended).
              Employer and Employee recognize and agree that this release does
              not prejudice (i) Employee's rights as a shareholder of Employer,