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                                                                    EXHIBIT 10.1




                                                                Brown & Wood LLP
                                                                        Draft of
                                                                          9/4/96



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                            FLEETWOOD CREDIT CORP.,

                                   as Seller



                                      and



                      FLEETWOOD CREDIT RECEIVABLES CORP.,

                                  as Purchaser




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

                         RECEIVABLES PURCHASE AGREEMENT

                         Dated as of September 1, 1996

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




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                              TABLE OF CONTENTS


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                                                       ARTICLE ONE

                                                       DEFINITIONS

                                                                                                                 
 Section 1.01.  Definitions   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       1
 Section 1.02.  Other Definitional Provisions   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       2

                                                       ARTICLE TWO

                                                CONVEYANCE OF RECEIVABLES

 Section 2.01.  Conveyance of Receivables   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       2
 Section 2.02.  Representations and Warranties of Fleetwood Credit  . . . . . . . . . . . . . . . . . . . . . . .       3
 Section 2.03.  Representations and Warranties of Fleetwood Credit Relating to
                this Agreement and the Receivables  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       5
 Section 2.04.  Covenants of Fleetwood Credit   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       8

                                                      ARTICLE THREE

                                                PAYMENT OF PURCHASE PRICE

 Section 3.01.  Payment of Purchase Price   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       9

                                                       ARTICLE FOUR

                                                       TERMINATION

 Section 4.01.  Termination   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       9

                                                       ARTICLE FIVE

                                                 MISCELLANEOUS PROVISIONS

 Section 5.01.  Amendment   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      10
 Section 5.02.  Protection of Right, Title and Interest to Receivables  . . . . . . . . . . . . . . . . . . . . .      10
 Section 5.03.  Governing Law   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      11
 Section 5.04.  Notices   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      11
 Section 5.05.  Severability of Provisions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      11
 Section 5.06.  Assignment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      11
 Section 5.07.  Further Assurances  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      11
 Section 5.08.  No Waiver; Cumulative Remedies  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      11
 Section 5.09.  Counterparts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      12
 Section 5.10.  Third-Party Beneficiaries   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      12






                                      (i)
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 Section 5.11.  Merger and Integration  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      12
 Section 5.12.  Headings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      12
 Section 5.13.  Seller Indemnification  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      12
 Section 5.14.  Merger or Consolidation of, or Assumption of the Obligations of, Fleetwood Credit   . . . . . . .      12


 Schedule A - List of Receivables   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     A-1






                                      (ii)
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         RECEIVABLES PURCHASE AGREEMENT, dated as of September 1, 1996, between
Fleetwood Credit Corp., a California corporation, as seller, and Fleetwood
Credit Receivables Corp., a California corporation, as purchaser.

         In consideration of the premises and mutual agreements herein
contained, each party agrees as follows for the benefit of the other party and
for the benefit of the Trustee:


                                  ARTICLE ONE

                                  DEFINITIONS

         Section 1.01.    Definitions.  Whenever used in this Agreement, the
following words and phrases shall have the following meanings:

         "Agreement" means this Receivables Purchase Agreement and all
amendments hereof and supplements hereto.

         "Closing Date" means September __, 1996.

         "Cutoff Date" means September 1, 1996.

         "Fleetwood Credit" means Fleetwood Credit Corp. and each successor to
Fleetwood Credit.

         "Pooling and Servicing Agreement" means the Pooling and Servicing
Agreement dated as of September 1, 1996, among Fleetwood Credit Receivables
Corp., as seller, Fleetwood Credit, as servicer, and the Trustee.

         "Purchaser" means Fleetwood Credit Receivables Corp., in its capacity
as purchaser of the Receivables under this Agreement and each successor to
Fleetwood Credit Receivables Corp. (in the same capacity).

         "Repurchase Amount" as of any date, means the amount required to
prepay in full the Principal Balance of a Receivable plus interest thereon at a
rate equal to the sum of (i) the weighted average of the Class A Pass-Through
Rate and the Class B Pass-Through Rate and (ii) the Servicing Fee Rate to the
last day of the month in which such date occurs.

         "Repurchased Receivable" means a Receivable repurchased by Fleetwood
Credit pursuant to Section 2.03(c).

         "Schedule of Receivables" means the schedule of Receivables attached
as Schedule A hereto and as Schedule A to the Pooling and Servicing Agreement,
as it may be amended or supplemented from time to time.





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         "Standard Terms and Conditions" means the Standard Terms and
Conditions of Agreement (Senior/Subordinated) Effective September 1, 1996 for
Fleetwood Credit Grantor Trusts.

         "Trustee" means The Chase Manhattan Bank, as trustee under the Pooling
and Servicing Agreement, or any successor trustee thereunder.

         Section 1.02.    Other Definitional Provisions.

         (a)  All capitalized terms not otherwise defined in this Agreement
shall have the defined meanings used in the Pooling and Servicing Agreement.

         (b)  The words "hereof," "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement; Section, subsection and
Schedule references contained in this Agreement are references to Sections,
subsections and Schedules in or to this Agreement unless otherwise specified;
and the word "including" means including without limitation.





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                                  ARTICLE TWO

                           CONVEYANCE OF RECEIVABLES

         Section 2.01.    Conveyance of Receivables.

         (a)     On the Closing Date Fleetwood Credit does hereby sell,
transfer, assign and otherwise convey to the Purchaser, without recourse
(subject to Fleetwood Credit's obligations hereunder):

                 (i)      all right, title and interest of Fleetwood Credit in
         and to the Receivables listed in the Schedule of Receivables and all
         monies due thereon and paid thereon or in respect thereof (including
         proceeds of the repurchase of Receivables by Fleetwood Credit pursuant
         to Section 2.03(c)) on or after the Cutoff Date, exclusive of Accrued
         Interest as of the opening of business on the Cutoff Date;

                 (ii)     the interest of Fleetwood Credit in the security
         interests in the related Financed Vehicles granted by the Obligors
         pursuant to the Receivables;

                 (iii)    the interest of Fleetwood Credit in any Liquidation
         Proceeds, in any proceeds of any physical damage insurance policies
         covering the related Financed Vehicles and in any proceeds of any
         credit life or credit disability insurance policies relating to the
         Receivables or the related Obligors;

                 (iv)     the interest of Fleetwood Credit in any proceeds from
         Dealer repurchase obligations relating to the Receivables; and

                 (v)      all proceeds of the foregoing.

         (b)     In connection with such conveyance, on or prior to the Closing
Date, Fleetwood Credit agrees to record and file, at its own expense, a
financing statement with respect to the Receivables now existing and hereafter
created for the sale of chattel paper (as defined in Section 9105 of the UCC as
in effect in the State of California) meeting the requirements of applicable
state law in such manner as is sufficient to perfect the sale and assignment of
such Receivables to the Purchaser, and the proceeds thereof (and any
continuation statements as are required by applicable state law), and to
deliver a file-stamped copy of each such financing statement (or continuation
statement) or other evidence of such filings (which may, for purposes of this
Section, consist of telephone confirmation of such filing with the file stamped
copy of each such filing to be provided to the Purchaser in due course), as
soon as is practicable after Fleetwood Credit's receipt thereof.

         In connection with such conveyance, Fleetwood Credit further agrees,
at its own expense, on or prior to the Closing Date, (i) to annotate and
indicate in its computer files that the Receivables have been transferred to
the Purchaser pursuant to this Agreement and (ii) to deliver to the Purchaser a
computer file, printed or microfiche list containing a true and





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complete list of all of the Receivables, identified by account number and by
the Principal Balance of each Receivable as of the Cutoff Date.  Such file or
list shall be marked as Schedule A to this Agreement and is hereby incorporated
into and made a part of this Agreement.

         The parties hereto intend that the conveyance hereunder be a sale.  In
the event that the conveyance hereunder is not for any reason considered a
sale, the parties intend that Fleetwood Credit be deemed to have granted to the
Purchaser a first priority perfected security interest in, to and under the
Receivables, and other property conveyed hereunder and all proceeds of any of
the foregoing and that this Agreement constitute a security agreement under
applicable law.

         Section 2.02.    Representations and Warranties of Fleetwood Credit.
Fleetwood Credit hereby represents and warrants as of the date of this
Agreement and as of the Closing Date (or as of such other date as specified
below) that:

                 (a)      Organization and Good Standing.  Fleetwood Credit is
         a California corporation duly organized, validly existing and in good
         standing under the laws of the State of California, and has power and
         authority to own its properties and to conduct its business as such
         properties are currently owned and such business is presently
         conducted, and had at all relevant times, and shall have, power,
         authority and legal right to acquire, own and sell the Receivables.

                 (b)      Due Qualification.  As of the Closing Date, Fleetwood
         Credit shall be duly qualified to do business as a foreign corporation
         in good standing, and shall have obtained all necessary licenses and
         approvals in all jurisdictions in which the ownership or lease of
         property or the conduct of its business (including the servicing of
         the Receivables as required by the Pooling and Servicing Agreement)
         shall require such qualifications.

                 (c)      Power and Authority.  Fleetwood Credit shall have the
         power and authority to execute and deliver this Agreement and to carry
         out its terms; and the execution, delivery and performance of this
         Agreement shall have been duly authorized by Fleetwood Credit by all
         necessary corporate action, except as enforceability may be limited by
         bankruptcy, insolvency, reorganization or other similar laws affecting
         the enforcement of creditors' rights in general and by general
         principles of equity, regardless of whether such enforceability shall
         be considered in a proceeding in equity or at law.

                 (d)      Binding Obligation.  This Agreement constitutes a
         legal, valid and binding obligation of Fleetwood Credit, enforceable
         against Fleetwood Credit in accordance with its terms, except as
         enforceability may be subject to or limited by bankruptcy, insolvency,
         reorganization or other similar laws affecting the enforcement of
         creditors' rights in general and by general principles of equity,
         regardless of whether such enforceability shall be considered in a
         proceeding in equity or at law.





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                 (e)      No Violation.  The consummation of the transactions
         contemplated by this Agreement and the fulfillment of the terms hereof
         shall not conflict with, result in any breach of any of the terms and
         provisions of, nor constitute (with or without notice or lapse of
         time) a default under, the articles of incorporation or bylaws of
         Fleetwood Credit, or conflict with or breach any of the material terms
         or provisions of, or constitute (with or without notice or lapse of
         time) a default under, any indenture, agreement or other instrument to
         which Fleetwood Credit is a party or by which it may be bound; nor
         result in the creation or imposition of any lien upon any of its
         properties pursuant to the terms of any such indenture, agreement or
         other instrument (other than this Agreement); nor violate any law or,
         to the best of Fleetwood Credit's knowledge, any order, rule or
         regulation applicable to Fleetwood Credit of any court or of any
         federal or state regulatory body, administrative agency or other
         governmental instrumentality having jurisdiction over Fleetwood Credit
         or its properties.

                 (f)      No Proceedings.  There are no proceedings or
         investigations pending or, to the best knowledge of Fleetwood Credit,
         threatened against Fleetwood Credit, before any court, regulatory
         body, administrative agency or other tribunal or governmental
         instrumentality (i) asserting the invalidity of this Agreement, (ii)
         seeking to prevent the consummation of any of the transactions
         contemplated by this Agreement or (iii) seeking any determination or
         ruling that, in the reasonable judgment of Fleetwood Credit, would
         materially and adversely affect the performance by Fleetwood Credit of
         its obligations under this Agreement.

         The representations and warranties set forth in this Section shall
survive the transfer and assignment of the Receivables to the Purchaser on the
Closing Date and the transfer and assignment of the Receivables by the
Purchaser to the Trust.  Upon discovery by Fleetwood Credit, the Purchaser or
the Trustee of a breach of any of the foregoing representations and warranties,
the party discovering such breach shall give prompt written notice to the
others.

         Section 2.03.    Representations and Warranties of Fleetwood Credit
Relating to this Agreement and the Receivables.

         (a)     Eligibility of Receivables.  Fleetwood Credit hereby
represents and warrants as of the Cutoff Date (or as of such other date as
specified below) that:

                 (i)      Characteristics of Receivables.  Each Receivable (A)
         shall have been originated in the United States by a Dealer for the
         retail sale of the related Financed Vehicle in the ordinary course of
         such Dealer's business, shall have been fully and properly executed by
         the parties thereto, shall have been purchased by Fleetwood Credit
         from such Dealer under an agreement with Fleetwood Credit and shall
         have been validly assigned by such Dealer to Fleetwood Credit in
         accordance with its terms, (B) shall have created or shall create a
         valid, subsisting and enforceable first priority security interest in
         favor of Fleetwood Credit in the related Financed Vehicle, which
         security interest shall be assignable, and shall be so assigned, by
         the Purchaser to the Trustee, (C) shall contain customary and
         enforceable provisions such that the rights and remedies of the holder
         thereof shall be adequate for realization against the





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         collateral of the benefits of the security, (D) shall provide for
         level monthly payments (provided that the payment in the first or last
         month in the life of the Receivable may be minimally different from
         the level payment) that fully amortize the Amount Financed by maturity
         and shall provide for a finance charge or yield interest at its APR
         and (E) shall provide for, in the event that such Receivable is
         prepaid in full, payment of an amount that fully pays the Principal
         Balance and includes accrued but unpaid interest at least through the
         date of prepayment in an amount at least equal to its APR.

                 (ii)     Schedule of Receivables.  The information set forth
         in the Schedule of Receivables shall be true and correct in all
         material respects as of the opening of business on the Cutoff Date,
         and no selection procedure adverse to the Purchaser shall have been
         utilized in selecting the Receivables from the Receivables of
         Fleetwood Credit which met the selection criteria set forth in this
         Section.

                 (iii)    Compliance with Law.  Each Receivable and each sale
         of the related Financed Vehicle shall have complied at the time it was
         originated or made, and shall comply at the time of execution of this
         Agreement in all material respects with all requirements of applicable
         Federal, state and local laws, and regulations thereunder, including
         usury laws, the Federal Truth-in-Lending Act, the Equal Credit
         Opportunity Act, the Fair Credit Billing Act, the Fair Credit
         Reporting Act, the Fair Debt Collection Practices Act, the Federal
         Trade Commission Act, the Magnuson-Moss Warranty Act, Federal Reserve
         Board Regulations B and Z, state adaptations of the National Consumer
         Act and of the Uniform Consumer Credit Code and other consumer credit,
         equal credit opportunity and disclosure laws.

                 (iv)     Binding Obligation.  Each Receivable shall constitute
         the genuine, legal, valid and binding payment obligation in writing of
         the related Obligor, enforceable by the holder thereof in accordance
         with its terms, except as enforceability may be limited by bankruptcy,
         insolvency, reorganization or other similar laws affecting the
         enforcement of creditors' rights in general and by general principles
         of equity, regardless of whether such enforceability shall be
         considered in a proceeding in equity or at law.

                 (v)      No Government Obligor.  None of the Receivables shall
         be due from the United States or any state or local government or from
         any agency, department or instrumentality of the United States or any
         state or local government.

                 (vi)     Security Interest in Financed Vehicle.  Immediately
         prior to the sale, assignment and transfer thereof, each Receivable
         shall be secured by a validly perfected first security interest in the
         related Financed Vehicle in favor of Fleetwood Credit as secured party
         or all necessary and appropriate action with respect to such
         Receivable shall have been taken to perfect a first priority security
         interest in such Financed Vehicle in favor of Fleetwood Credit as
         secured party.





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                 (vii)    Receivables in Force.  No Receivable shall have been
         satisfied, subordinated or rescinded, nor shall any Financed Vehicle
         have been released from the lien granted by the related Receivable in
         whole or in part.

                 (viii)   No Waiver.  No provision of a Receivable shall have
         been waived in such a manner that such Receivable fails to meet all of
         the other representations and warranties made by Fleetwood Credit
         herein with respect thereto.

                 (ix)     No Amendments.  No Receivable shall have been amended
         in such a manner that such Receivable fails to meet all of the other
         representations and warranties made by Fleetwood Credit herein with
         respect thereto.

                 (x)      No Defenses.  No facts shall be known to Fleetwood
         Credit which would give rise to any right of rescission, setoff,
         counterclaim or defense, nor shall the same have been asserted or
         threatened, with respect to any Receivable.

                 (xi)     No Liens.  To the knowledge of Fleetwood Credit, no
         Liens or claims shall have been filed, including Liens for work, labor
         or materials relating to a Financed Vehicle, that shall be liens prior
         to, or equal or coordinate with, the security interest in such
         Financed Vehicle granted by the related Receivable.

                 (xii)    No Default.  Except for payment defaults continuing
         for a period of not more than 30 days as of the Cutoff Date, no
         default, breach, violation or event permitting acceleration under the
         terms of any Receivable shall have occurred; no continuing condition
         that with notice or the lapse of time would constitute a default,
         breach, violation or event permitting acceleration under the terms of
         any Receivable shall have arisen; and Fleetwood Credit shall not have
         waived any of the foregoing.

                 (xiii)   Insurance.  Fleetwood Credit, in accordance with its
         customary servicing procedures, shall have determined that each
         Obligor has obtained physical damage insurance covering the related
         Financed Vehicle.

                 (xiv)    Good Title.  It is the intention of Fleetwood Credit
         that the transfer and assignment herein contemplated, taken as a
         whole, constitute a sale of the Receivables from Fleetwood Credit to
         the Purchaser and that the beneficial interest in and title to the
         Receivables not be part of the debtor's estate in the event of the
         filing of a bankruptcy petition by or against Fleetwood Credit under
         any bankruptcy law; no Receivable has been sold, transferred, assigned
         or pledged by Fleetwood Credit to any Person other than the Purchaser,
         and no provision of a Receivable shall have been waived, except as
         provided in clause (viii) above; immediately prior to the transfer and
         assignment herein contemplated, Fleetwood Credit had good and
         marketable title to each Receivable free and clear of all Liens and
         rights of others; immediately upon the transfer and assignment
         thereof, the Purchaser shall have good and marketable title to each
         Receivable, free and clear of all Liens and rights of others; and the
         transfer and assignment herein contemplated has been perfected under
         the UCC.





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                 (xv)     Lawful Assignment.  No Receivable shall have been
         originated in, or shall be subject to the laws of, any jurisdiction
         under which the sale, transfer and assignment of such Receivable under
         this Agreement or pursuant to transfers of the Certificates shall be
         unlawful, void or voidable.

                 (xvi)    All Filings Made.  All filings (including UCC
         filings) necessary in any jurisdiction to give the Trustee a first
         perfected ownership interest in the Receivables shall have been made.

                 (xvii)   One Original.  There shall be only one original
executed copy of each Receivable.

                 (xviii)  Additional Representations and Warranties of
         Fleetwood Credit.  (A) Each Receivable conveyed hereby shall have an
         original maturity of not less than _____ months nor greater than _____
         months; (B) each Receivable shall have an APR equal to or greater than
         _____%, each Receivable shall have an APR equal to or less than
         _____%, and the weighted average APR of the Receivables shall not be
         less than _____%; (C) each Receivable shall have no payment that is
         more than 30 days past due as of the Cutoff Date; (D) each Receivable
         File shall be kept at one of the locations listed in Schedule B to the
         Pooling and Servicing Agreement; (E) based on the Principal Balances
         of the Receivables as of the Cutoff Date, at least _____% of the
         Receivables shall be secured by motor homes; (F) the weighted average
         remaining term of the Receivables shall be less than or equal to _____
         months; and (G) in the case of any Obligor in the military service
         (including an Obligor who is a member of the National Guard or is in
         the reserves) whose Receivable is subject to either Relief Act, no
         such Obligor has made a claim to Fleetwood Credit that (1) the amount
         of interest on the related Receivable should be limited to 6% during
         the period of such Obligor's active duty status pursuant to the
         Soldiers' and Sailors' Relief Act or (2) payments on such Receivable
         should be delayed pursuant to the Military Reservist Relief Act, in
         either case unless a court has ruled otherwise upon application of
         Fleetwood Credit.

         (b)     Notice of Breach.  The representations and warranties set
forth in this Section shall speak as of the execution and delivery of this
Agreement but shall survive the sale, transfer and assignment of the
Receivables to the Purchaser pursuant to Article Two of the Pooling and
Servicing Agreement.  The Purchaser, Fleetwood Credit or the Trustee, as the
case may be, shall inform the other parties promptly, in writing, upon
discovery of any breach of Fleetwood Credit's representations and warranties
pursuant to this Section which materially and adversely affects any Receivable.

         (c)     Repurchase of Receivables.  In the event of a breach of (i)
any representation and warranty set forth in Section 2.03(a), unless the breach
shall have been cured by the second Record Date following the discovery (or, at
Fleetwood Credit's option, the first Record Date following the discovery),
Fleetwood Credit shall repurchase any Receivable materially and adversely
affected by the breach, as of such Record Date.  In consideration of the
repurchase of any such Receivable, Fleetwood Credit shall remit the Repurchase
Amount





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of such Receivable (less the amount of any Liquidation Proceeds with respect to
such Receivable deposited, or to be deposited, by Fleetwood Credit, as
Servicer, in the Certificate Account pursuant to Section 13.03 of the Standard
Terms and Conditions) to the Purchaser.  In the event that, as of the date of
execution and delivery of this Agreement, any Liens or claims shall have been
filed, including Liens for work, labor or materials relating to a Financed
Vehicle, that shall be liens prior to, or equal or coordinate with, the lien
granted by the related Receivable (whether or not Fleetwood Credit has
knowledge thereof), and such breach materially and adversely affects the
interests of the Receivable, Fleetwood Credit shall repurchase such Receivable
on the terms and in the manner specified above.  Upon such repurchase, the
Purchaser shall, without further action, be deemed to transfer, assign,
set-over and otherwise convey to Fleetwood Credit, without recourse,
representation or warranty, all the right, title and interest of the Purchaser
in, to and under such Repurchased Receivable, all monies due or to become due
with respect thereto and all proceeds thereof.  The Purchaser or the Trustee,
as applicable, shall execute such documents and instruments of transfer or
assignment and take such other actions as shall reasonably be requested by
Fleetwood Credit to effect the conveyance of such Receivable pursuant to this
Section.  The sole remedy of the Purchaser with respect to a breach of
Fleetwood Credit's representations and warranties pursuant to subsection
2.03(a) hereof or with respect to the existence of any such Liens or claims
shall be to require Fleetwood Credit to repurchase the related Receivables
pursuant to this Section.

         Section 2.04.  Covenants of Fleetwood Credit.  Fleetwood Credit hereby
covenants that:

                 (a)      Security Interests.  Except for the conveyances
         hereunder, Fleetwood Credit will not sell, pledge, assign or transfer
         to any other Person, or grant, create, incur, assume or suffer to
         exist any Lien on any Receivable, whether now existing or hereafter
         created, or any interest therein; Fleetwood Credit will immediately
         notify the Purchaser of the existence of any Lien on any Receivable
         and such Receivable shall be repurchased from the Purchaser by
         Fleetwood Credit in the manner and with the effect specified in
         Section 2.03(c), and Fleetwood Credit shall defend the right, title
         and interest of the Purchaser in, to and under the Receivables,
         whether now existing or hereafter created, against all claims of third
         parties claiming through or under Fleetwood Credit; provided, however,
         that nothing in this subsection shall prevent or be deemed to prohibit
         Fleetwood Credit from suffering to exist upon any of the Receivables,
         Liens for municipal or other local taxes if such taxes shall not at
         the time be due and payable or if Fleetwood Credit shall currently be
         contesting the validity of such taxes in good faith by appropriate
         proceedings and shall have set aside on its books adequate reserves
         with respect thereto.

                 (b)      Delivery of Payments.  Fleetwood Credit agrees to
         deliver in kind upon receipt to the Servicer under the Pooling and
         Servicing Agreement (if other than Fleetwood Credit) all payments
         received by Fleetwood Credit in respect of the Receivables as soon as
         practicable after receipt thereof by Fleetwood Credit, from and after
         the appointment of such Servicer pursuant to Section 19.02 of the
         Standard Terms and Conditions.





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                 (c)      Conveyance of Receivables.  Fleetwood Credit
         covenants and agrees that it will not convey, assign, exchange or
         otherwise transfer the Receivables to any Person prior to the
         termination of this Agreement pursuant to Article Four hereof.

                 (d)      No Impairment.  Fleetwood Credit shall take no
         action, nor omit to take any action, which would impair the rights of
         the Purchaser in any Receivable, nor shall it, except as otherwise
         provided in this Agreement or the Pooling and Servicing Agreement,
         reschedule, revise or defer payments due on any Receivable.





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   14
                                 ARTICLE THREE

                           PAYMENT OF PURCHASE PRICE

         Section 3.01.    Payment of Purchase Price.  In consideration of the
sale of the Receivables from Fleetwood Credit to the Purchaser as provided in
Section 2.01, on the Closing Date the Purchaser agrees to pay Fleetwood Credit
$__________.





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                                  ARTICLE FOUR

                                  TERMINATION

         Section 4.01.    Termination.  The respective obligations and
responsibilities of Fleetwood Credit and the Purchaser created hereby shall
terminate, except for Fleetwood Credit's indemnity obligations as provided
herein, upon the termination of the Trust as provided in Article Twenty One of
the Standard Terms and Conditions.





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   16
                                  ARTICLE FIVE

                            MISCELLANEOUS PROVISIONS

         Section 5.01.    Amendment.

         (a)     This Agreement may be amended from time to time by the
Purchaser and Fleetwood Credit to cure any ambiguity, to correct or supplement
any provision herein which may be inconsistent with any other provision herein,
or to add any other provision with respect to matters or questions arising
under this Agreement which shall not be inconsistent with the provisions of
this Agreement or the Pooling and Servicing Agreement; provided, however, that
such action shall not, as evidenced by an Opinion of Counsel of the Purchaser
delivered to the Trustee, adversely affect in any material respect the
interests of the Trust.

         (b)     This Agreement may also be amended from time to time by the
Purchaser and Fleetwood Credit with the consent of the Trustee for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement.

         Section 5.02.    Protection of Right, Title and Interest to 
Receivables.

         (a)     Fleetwood Credit at its expense shall cause this Agreement,
all amendments hereto and/or all financing statements and continuation
statements and any other necessary documents covering the Purchaser's right,
title and interest to the Receivables and other property conveyed by Fleetwood
Credit to the Purchaser hereunder to be promptly recorded, registered and
filed, and at all times to be kept recorded, registered and filed, all in such
manner and in such places as may be required by law fully to preserve and
protect the right, title and interest of the Purchaser hereunder to all of the
Receivables and such other property.  Fleetwood Credit shall deliver to the
Purchaser file-stamped copies of, or filing receipts for, any document
recorded, registered or filed as provided above, as soon as available following
such recording, registration or filing.  The Purchaser and the Trustee shall
cooperate fully with Fleetwood Credit in connection with the obligations set
forth above and will execute any and all documents reasonably required to
fulfill the intent of this subsection.

         (b)     Within 30 days after Fleetwood Credit makes any change in its
name, identity or corporate structure which would make any financing statement
or continuation statement filed in accordance with paragraph (a) above
seriously misleading within the meaning of Section 9402(7) of the UCC as in
effect in the applicable state, Fleetwood Credit shall give the Purchaser
notice of any such change and shall execute and file such financing statements
or amendments as may be necessary to continue the perfection of the Purchaser's
security interest in the Receivables and the proceeds thereof.

         (c)     Fleetwood Credit will give the Purchaser prompt written notice
of any relocation of any office from which Fleetwood Credit keeps records
concerning the Receivables or of its principal executive office and whether, as
a result of such relocation, the applicable provisions of the UCC would require
the filing of any amendment of any





                                       13
   17
previously filed financing or continuation statement or of any new financing
statement and shall execute and file such financing statements or amendments as
may be necessary to continue the perfection of the interest of the Purchaser in
the Receivables and the proceeds thereof.

         Section 5.03.    Governing Law.  This Agreement shall be construed in
accordance with the laws of the State of California and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.

         Section 5.04.    Notices.  All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered at or mailed by registered mail, return receipt requested,
to (a) in the case of the Purchaser, to Fleetwood Credit Receivables Corp.,
22840 Savi Ranch Parkway, P.O. Box 87024, Yorba Linda, California 92686-7024,
Attention: Treasurer; (b) in the case of Fleetwood Credit Corp., 22840 Savi
Ranch Parkway, P.O. Box 87024, Yorba Linda, California 92686-7024, Attention:
Vice President-Treasurer; and (c) in the case of the Trustee, to the Corporate
Trust Office of (if delivered) The Chase Manhattan Bank; or, as to any of such
Persons, at such other address as shall be designated by such Person in a
written notice to the other Persons.

         Section 5.05.    Severability of Provisions.  If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall for any
reason whatsoever be held invalid, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions and terms of this Agreement and shall in no way affect the validity
or enforceability of the other provisions of this Agreement.

         Section 5.06.    Assignment.  This Agreement may not be assigned by the
Purchaser or Fleetwood Credit except as contemplated by this Section and the
Pooling and Servicing Agreement; provided, however, that simultaneously with
the execution and delivery of this Agreement, the Purchaser shall assign all of
its right, title and interest herein to the Trustee for the benefit of the
Certificateholders as provided in Section 2.01 of the Pooling and Servicing
Agreement, to which Fleetwood Credit hereby expressly consents.  Fleetwood
Credit agrees to perform its obligations hereunder for the benefit of the Trust
and that the Trustee may enforce the provisions of this Agreement, exercise the
rights of the Purchaser and enforce the obligations of Fleetwood Credit
hereunder without the consent of the Purchaser.

         Section 5.07.    Further Assurances.  Fleetwood Credit and the 
Purchaser agree to do and perform, from time to time, any and all acts and to
execute any and all further instruments required or reasonably requested by the
other party hereto or by the Trustee more fully to effect the purposes of this
Agreement, including, without limitation, the execution of any financing
statements, amendments, continuation statements or releases relating to the
Receivables for filing under the provisions of the UCC or other law of any
applicable jurisdiction.

         Section 5.08.    No Waiver; Cumulative Remedies.  No failure to 
exercise and no delay in exercising, on the part of the Purchaser, the Trustee
or Fleetwood Credit, any right, remedy, power or privilege hereunder shall
operate as a waiver thereof; nor shall any single or





                                       14
   18
partial exercise of any right, remedy, power or privilege hereunder preclude
any other or further exercise thereof or the exercise of any other right,
remedy, power or privilege.  The rights, remedies, powers and privileges herein
provided are cumulative and not exhaustive of any rights, remedies, powers and
privileges provided by law.

         Section 5.09.    Counterparts.  This Agreement may be executed in two 
or more counterparts (and by different parties on separate counterparts), each 
of which shall be an original, but all of which together shall constitute one 
and the same instrument.

         Section 5.10.    Third-Party Beneficiaries.  This Agreement will inure
to the benefit of and be binding upon the parties hereto, and the Trustee for
the benefit of the Certificateholders, which shall be considered to be a
third-party beneficiary hereof.  Except as otherwise provided in this
Agreement, no other Person will have any right or obligation hereunder.

         Section 5.11.    Merger and Integration.  Except as specifically stated
otherwise herein, this Agreement sets forth the entire understanding of the
parties relating to the subject matter hereof, and all prior understandings,
written or oral, are superseded by this Agreement.  This Agreement may not be
modified, amended, waived or supplemented except as provided herein.

         Section 5.12.    Headings.  The headings herein are for purposes of
reference only and shall not otherwise affect the meaning or interpretation of
any provision hereof.

         Section 5.13.    Seller Indemnification.  Fleetwood Credit shall
indemnify and hold harmless the Purchaser, the Trust and the Trustee from and
against any loss, liability, expense, damage or injury suffered or sustained by
reason of any acts, omissions or alleged acts or omissions arising out of
activities of Fleetwood Credit pursuant to this Agreement or as a result of the
transactions contemplated hereby, including, but not limited to, any judgment,
award, settlement, reasonable attorneys' fees and other costs or expenses
incurred in connection with the defense of any actual or threatened action,
proceeding or claim; provided, however, that Fleetwood Credit shall not
indemnify the Purchaser, the Trust and the Trustee if such acts, omissions or
alleged acts or omissions constitute negligence or willful misconduct by the
Purchaser or the Trustee.

         Section 5.14.    Merger or Consolidation of, or Assumption of the
Obligations of, Fleetwood Credit.

         (a)     Fleetwood Credit shall not consolidate with or merge into any
other corporation or convey or transfer its properties and assets substantially
as an entirety to any Person, unless:

                 (i)      the corporation formed by such consolidation or into
         which Fleetwood Credit is merged or the Person which acquires by
         conveyance or transfer the properties and assets of Fleetwood Credit
         substantially as an entirety shall be organized and existing under the
         laws of the United States or any State, and, if Fleetwood Credit is





                                       15
   19
         not the surviving entity, shall expressly assume, by an agreement
         supplemental hereto, executed and delivered to the Purchaser and the
         Trustee, in form satisfactory to the Purchaser and the Trustee, the
         performance of every covenant and obligation of Fleetwood Credit
         hereunder and shall benefit from all the rights granted to Fleetwood
         Credit hereunder; and

                 (ii)     Fleetwood Credit shall have delivered to the
         Purchaser and the Trustee an Officer's Certificate of Fleetwood Credit
         and an Opinion of Counsel each stating that such consolidation,
         merger, conveyance or transfer and such supplemental agreement comply
         with this Section and that all conditions precedent herein provided
         for relating to such transaction have been complied with.

         (b)     The obligations of Fleetwood Credit hereunder shall not be
assignable nor shall any Person succeed to the obligations of Fleetwood Credit
hereunder except in each case in accordance with the provisions of Section 5.06
and this Section.





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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective officers as of the day and year first
above written.

                                        FLEETWOOD CREDIT CORP.,
                                          as Seller



                                        By:                                     
                                              ----------------------------------
                                                  Marvin T. Runyon, III
                                                  Senior Vice President



                                        FLEETWOOD CREDIT RECEIVABLES CORP.,
                                          as Purchaser



                                        By:                                     
                                              ----------------------------------
                                                  Marvin T. Runyon, III
                                                  Senior Vice President



ACCEPTED:

The Chase Manhattan Bank,
  as Trustee



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