Exhibit 10.1

Mailing Address: P.O. Box 220, Knoxville, TN 37901
Physical Address: 620 Market Street, Knoxville, TN 37902
Toll Free (888) 810-3538 Local (865) 523-2120 Fax (800) 970-3755

April 20, 2004

DEBTOR: Nationwide Housing Systems, LP

Dear Mr. Reynolds:

We are pleased to offer you floor planning for your manufactured housing
inventory. The Terms Schedule has been attached and outlines the program that we
have set-up for you.

THIS IS A CONDITIONAL APPROVAL AND THE FOLLOWING ITEMS LISTED ON THE ATTACHED
CONDITION LIST ARE STILL NEEDED BEFORE WE CAN GIVE FINAL APPROVAL FOR FLOOR
PLANNING. THE CONDITIONAL APPROVAL WILL EXPIRE 60 DAYS FROM THE DATE OF THIS
LETTER OR AS AGREED BY THE PARTIES IN WRITING. (WE HAVE ENCLOSED A
SELF-ADDRESSED ENVELOPE FOR YOUR CONVENIENCE)

As we begin our relationship, please make a note of the following:

- MONTHLY BILLING STATEMENTS - You will be receiving our monthly billing
statements by the 1st week of every month. THE CHARGES ON THE
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STATEMENT ARE DUE UPON RECEIPT AND ARE PAST DUE ON THE 25TH OF
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THE MONTH. LATE FEES WILL BE ASSESSED ON THE PAST DUE AMOUNTS.
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Delinquent interest charges will result in denial of additional floor
plan requests until the funds are received. (A late fee will be
assessed on all charges not received by VMF prior to the 25th of each
month-see Section 7.7 of the Inventory Security Agreement and Power of
Attorney).

- CURTAILMENTS/MATURITIES - Curtailments and maturities are to be paid
when billed. Curtailments and maturities are your responsibility. Past
due curtailments/maturities will result in denial of additional floor
plan requests or default proceedings until the matter is resolved.

- UNIT FUNDING - Funding for sold units must be received by VMF, prior
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to the customer occupying the unit. Occupied units that have not been
paid for are considered "sold out of trust" and are grounds for
immediate default proceedings.

- UNIT LOCATIONS - Units are to be kept specifically at the location
outlined in the Inventory Security Agreement and Power of Attorney. If
you wish to store or place for sale inventory floored through VMF at
any other locations, written permission must be obtained from VMF. If
approved, appropriate documentation of the location will be forwarded
to you. Once the documents are received inventory can be moved. Note
that

units shall not be permanently affixed to land or made into an office
unit without prior written consent and documentation from VMF.

- CHANGE IN ENTITY - Section 9 of the Inventory Security Agreement and
Power of Attorney ("Agreement") addresses the issue of change in
dealership entity, name, location, form of business organization,
ownership and additional business addresses. Any change in these areas
must be reported to VMF immediately. A change in business entity or
name will require now documents to be signed in order for us to
continue the Agreement. A change in business organization or ownership
will require a review of the file and new documents in order to
continue the Agreement. A change in address, or the addition of an
additional location, will require additional documents in order for us
to allow the financed product be located at the premises. Any
infringement of the Agreement may result in denial of additional floor
plan requests until the matter is resolved, or in extreme cases,
default proceedings,

We look forward to financing your inventory. Once your account is officially
set-up in our computer system, I will forward your file to Michelle Cook. She
will be responsible for the daily maintenance of your account and can be reached
at (865) 380-3000 ext. 5695.

We look forward to a long and mutually beneficial relationship, If you have any
questions on these documents or on our inventory finance program you may reach
me at (865) 253-2120 ext. 2160.

Sincerely,

Donna Eggers
21st Mortgage.

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 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 the acquisition of such
goods from manufacturers or other suppliers acceptable to Secured Party.

Therefore, the parties agree as follows:

1. DEFINITION OF COLLATERAL. The term "Collateral" as used herein, shall
have the same meaning as the following terms, as those definitions under
applicable law may be amended from time to time:

1.1 INVENTORY. All Inventory or goods of whatever description held for sale,
rent or lease by Debtor, now or hereafter owned, or now or hereafter in the
possession, custody or control of Debtor, wherever located, together with all
attachments, accessories, additions and substitutions, including all returns and
repossessions (hereinafter called "Inventory").

1.2 OTHER ITEMS. All of Debtor's rights to any (a) accounts including but
not limited to, rebates, discounts, credits, factory holdbacks and incentive
payments which may become due to Debtor by the manufacturer or distributor with
respect to any of the Inventory, (b) equipment, (c) fixtures, (d) contract
rights, (e) chattel paper, (f) instruments, (g) goods, (h) documents, (i)
general intangibles, (j) deposit accounts, (k) investment property, (1)
letter-of-credit rights, (m) supporting obligations, and (n) money, whether now
owned or hereafter acquired.

1.3 PROCEEDS. All proceeds from the above-described Collateral, including,
but not limited to, insurance proceeds payable by reason of loss or damage to
any of the Inventory, equipment and fixtures, cash, goods, instruments,
accounts, chattel paper, contract rights, and replacement Inventory.

2. APPLICATION FOR CREDIT.

2.1 REQUEST. Debtor may request financing from Secured Party for the
purchase of goods from any supplier, and, if Secured Party elects in its sole
discretion, to make such financing available, it shall be made in such amounts
and upon such conditions as Secured Party may determine. Debtor agrees that
Secured Party may, at any time and without notice, elect not to finance
Inventory if the supplier is in default of its obligations to Secured Party or
Secured Party is otherwise reasonably insecure.

2.2 EXECUTION OF DOCUMENTS. As part of an application for such financing,
Debtor shall execute and deliver to Secured Party any and all additional
writings that Secured Party deems necessary or desirable to accomplish the
purposes of this Agreement including, but not limited to, Financing Statements
and any amendments thereto.

2.3 GENERAL TERMS. Debtor and Secured Party agree that the financial terms
of any advance by Secured Party hereunder, such as finance charge rates, other
fees, maturities and curtailments, are not fully set forth because such terms
depend, in part, upon supplier incentives or discounts, general economic
conditions, governmental and quasi-governmental actions, Debtor's volume and
outstanding indebtedness with Secured Party and other market factors. This
Agreement provides the general term only of Secured Party's financing program
with Debtor. Debtor shall be deemed to have accepted the specific terms of each
financing transaction hereunder unless Debtor notifies Secured Party in writing
of any objection within fifteen (15) days of receipt of Secured Party's
confirmation. If Debtor timely objects to the terms of any extension of credit
(other than the initial credit transaction which cannot be protested), and
mutually agreeable terms cannot be negotiated, Debtor agrees to pay Secured
Party for such Financing on the same terms and conditions as the immediately
preceding extension of credit for like Inventory from the same supplier, to
which Debtor has not objected. In this event, Debtor acknowledges that Secured
Party may then elect to suspend or terminate this Agreement. Termination for
this reason alone will not be deemed a default of this Agreement and prior
extensions of credit shall not be accelerated, unless Debtor is, otherwise in
default under this Agreement. Without limiting the generality of the remainder
of this Section 2.3, the parties acknowledge that the interest rate applicable
to all notes funded under this Agreement has been determined based upon a number
of factors, including, without limitation, market conditions, usage of the
available credit facility and credit quality of Debtor. Debtor expressly agrees
that if Secured Party determines that any of these factors has changed, Secured
Party may, in the exercise of its discretion, adjust the interest rate, either
upwards or downwards, for all existing and future notes upon the delivery of
written notice to Debtor. This interest rate adjustment shall be effective
thirty (30) days subsequent to the date of such written notice.

2.4 CREDIT VERIFICATION. Debtor agrees Secured Party may verify any
information provided by Debtor with Debtor's references, other third parties,
and through credit reporting agencies, and Debtor agrees that Secured Party may
provide to any third party any credit financial or other information on Debtor
that Secured Party may possess.

2.5 OTHER INVENTORY CREDIT LINES. If Debtor's total Inventory credit lines
with any lenders, including Secured Party, should exceed $25,000,000, Secured
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Party may at its sole discretion terminate its credit line. Termination for
this reason alone will not be deemed a default of this Agreement, and prior
extensions of credit shall not be accelerated, unless Debtor is, otherwise in
default under this Agreement.

3. SELECTION OF INVENTORY; DISCLAIMER OF WARRANTY. Debtor has selected both
the Inventory and the supplier from whom Debtor acquired the Inventory and
Debtor assumes all responsibility and risk for the existence, character,
quality, condition and value of the Inventory. THIS IS AN AGREEMENT REGARDING
THE EXTENSION OF CREDIT AND NOT THE PROVISION OF GOODS AND SERVICES. Debtor
irrevocably waives any claims against Secured Party

with respect to the Inventory whether for breach of warranty or otherwise and
shall not assert against Secured Party any claim or defense Debtor may have
against any supplier of Inventory to Debtor. Any such claims shall not alter,
diminish or otherwise impair Debtor's liabilities or obligations to Secured
Party.

4. GRANT OF SECURITY INTEREST. Debtor grants to Secured Party a security
interest in all Collateral of Debtor, whether presently owned or after-acquired.
The security interest granted under this Agreement or under any other present or
future agreement between Debtor and Secured Party or any of Secured Party's
affiliates or subsidiaries, shall secure the payment and performance of all
debts, liabilities and obligations of Debtor to Secured Party, its affiliates
and subsidiaries, whether presently existing or hereafter arising or created.
The security interest granted by Debtor will secure all present and future
advances made under this Agreement. In granting the security interest, Debtor
authorizes Secured Party to perfect its interest by filing a financing statement
or by taking any other steps to perfect as authorized by law.

5. PAYMENT OF DEBTS DUE FROM SUPPLIERS. Debtor assigns to Secured Party and
agrees to pay the amounts described in Paragraph 1.2 to Secured Party, as soon
as the same are received, for application to Debtor's obligations hereunder.
Debtor authorizes Secured Party to collect any such amounts directly from the
manufacturer, supplier or distributor, and, upon request of Secured Party, to so
instruct the manufacturer or distributor to make payments directly to Secured
Party.

6. DOCUMENTS OF TITLE. Debtor shall promptly deliver to Secured Party any
Certificate of Title, Certificate of Origin, or Manufacturer's Statement of
Origin issued for each item of Inventory, or cause any manufacturer or supplier
of Inventory or other third party which may hold such Certificate or Statement
to deliver same to Secured Party. Secured Party shall have the right to hold
such documents until such items of Inventory are sold and to have its lien or
security interest noted thereon.

7. OBLIGATIONS OF DEBTOR. Debtor shall have the following obligations to
Secured Party:

7.1 USE AND LOCATION. Debtor will only display and sell Inventory to buyers
in the ordinary course of business. Debtor shall not use (except for incidental
demonstration for sale), rent lease, transfer or dispose of Inventory except as
provided herein, nor permit without the written consent of Secured Party, the
Collateral to be subject to any lien encumbrance or security interest except
that granted herein. All Inventory shall be located at the address(es) listed in
Paragraph 20. Secured Party may examine the Inventory and Debtor's books and
records regarding the Inventory, at any time.

7.2 DOCUMENTS. Debtor will execute all documents Secured Party requests to
evidence a credit extension, and to perfect Secured Party's Inventory purchase
money security interest, or otherwise assist Secured Party to obtain any
necessary subordination agreements, waivers, releases, or amendments to this
Agreement to ensure Secured Party has the first priority purchase money security
interest in the Inventory.

7.3 CONDITION. Debtor shall keep all Inventory in good order, repair and
operating condition, and shall immediately notify Secured Party of any loss,
theft or damage to the Inventory.

7.4 TAXES. Debtor shall pay immediately all taxes, expenses, assessments and
charges that may now or hereafter be levied or assessed against the Collateral.
If Debtor fails to pay such taxes, fees or charges, Secured Party may, but shall
not be obligated to do so on Debtor's behalf and demand from Debtor repayment of
all such amounts plus interest at the highest contract rate allowed by law.

7.5 PAYMENT. Debtor's payments are due upon receipt of its monthly billing
statement. Payment of the Late Fee will not waive the default caused by the
failure to make such payment. Debtor shall pay Secured Party promptly when due
the amount of any extension of credit according to the terms of any floor plan
note or any other writing evidencing such extension of credit, including, but
not limited to, all accrued and unpaid interest, any required curtailments,
maturities and additional charges and fees as required in any Addendum, Terms
Schedule or other written supplement to this Agreement, all without regard to
any manufacturer or distributor rebates, credits, holdbacks or discounts.
Notwithstanding the foregoing, Debtor agrees to pay Secured Party the amount of
any extension of credit on each item of inventory financed hereunder immediately
upon the sale thereof or removal from the location listed in Paragraph 20 except
for the purposes of incidental demonstration.

Secured Party may apply payments received from Debtor toward the payment of any
obligations of Debtor in such order of application as Secured Party may
determine. Secured Party may apply payments to finance charges first, then to
principal, regardless of Debtor's instructions and it may apply payments to
oldest (earliest) Inventory floor plan notes. All principal payments will be
applied first to such Inventory that is sold, stolen, lost, damaged, rented,
leased or otherwise missing. Any payment by the Debtor shall be deemed credited
3 Business Days after received by the Secured Party at the place for payment
provided for in the Agreement, or, if paid to the Secured Party at any other
place, 3 Business Days after deposited by the Secured Party.

If Secured Party determines that the aggregate outstanding credit owed by Debtor
exceeds the aggregate wholesale invoice price of the Inventory in Debtor's
possession, Debtor shall immediately upon demand pay Secured Party the
difference between the two amounts. Acceptance by Secured Party of past due
amounts shall not be construed as a waiver of default or an amendment to the
terms of this Agreement. Any supplier or third party discount rebate, bonus, or
credit paid to Secured Party will not reduce Debtor's obligations to Secured
Party until such payment becomes Secured Party's cash.

7.6 FINANCE CHARGE CALCULATION. All payments are due upon Debtor's receipt
of Secured Party's monthly or other billing statement. Debtor agrees to pay
Secured Party finance charges on the outstanding principal indebtedness owing
for each item of Inventory at the rate(s) provided in the Terms Schedule in
effect on the applicable floor plan note (or other evidence of debt) created
related to such Inventory, unless Debtor objects thereto as provided in Section
2.3. Finance charges at the stated rate shall be computed based on a 360 day
year and calculated by multiplying the Daily Charge (defined below) by the
actual number of days in the applicable billing period. Such finance charges
shall accrue from the floor plan note date for the Inventory

until Secured Party receives the entire principal amount. The "Daily Charge" is
the product of the Dai Rate (defined below) multiplied by the Average Daily
Balance (defined below). The "Daily Rate" is the quotient of the annual rate
provided in the Terms Schedule divided by 360. The "Average Daily Balance" is
the quotient of (i) the sum of the outstanding principal debit owed Secured
Party on each day of a billing period for each item of Collateral, divided by
(ii) the actual number of days in such billing period.

Whenever used in this agreement, in any other document referring to this
agreement, or in the Terms Schedule, the term "Prime Rate" shall mean the higher
of: 1) The prevailing domestic "Prime Rate" as published in the Wall Street
Journal in its "Money Rates" column on a daily basis or 2) The Minimum Prime
Rate as defined in the Terms Schedule. In the event that the "Prime Rate" as
published in the Wall Street Journal ceases to exist or the Wall Street Journal
ceases publishing a "Prime Rate", the Secured Party will substitute a comparable
index which is outside the control of the Secured Party. In the event of an
error by the Wall Street Journal, the "Prime Rate" will be based upon the "Prime
Rate" as corrected.

Notwithstanding the above, Debtor acknowledges that Secured Party intends to
strictly comply with all applicable usury laws governing this Agreement. Should
such law other than Tennessee apply and the usury rate be less than that billed,
any excess finance charges paid shall be deemed payment on the unpaid principal
on the applicable floor plan note. If an overpayment of principal results, it
may be applied to principal on any other floor plan note, and if none, refunded
to Debtor.

7.7 ADDITIONAL CHARGES. If Secured Party does not receive by the 25th day of
the month payment of all amounts listed on the monthly billing statement
(including principal, interest, curtailment and administrative charges), Debtor
will to the maximum extent permitted by applicable law, pay Secured Party a late
fee in the amount equal to the greater of $5.00 or 5% of the amount of such
delinquent payments (the "Late Fee"). To the extent permitted by applicable law,
Debtor agrees to pay Secured Party $100 for each check returned unpaid for
insufficient funds to cover administrative costs.

Debtor further agrees to pay the Secured Party, promptly as billed, the service
charge with respect to each unit of Inventory as specified, in the Terms
Schedule attached to this agreement. These charges are intended as an
administrative fee to defray the costs and expenses of managing the financing
and/or monitoring and inspecting of the Inventory.

7.8 ESTABLISHMENT OF DIRECT PAY RELATIONSHIP. It is the responsibility of
the Debtor to (i) notify the Secured Party of the proposed sale of any
Collateral prior to such Collateral physically leaving the Debtor's applicable
sales location, and (ii) establish a contractual direct pay relationship between
the Secured Party and the applicable lender, or the purchaser of the Collateral
in the event that a lender is not involved in the transaction (i.e., purchase
for cash). If the debtor cannot complete both of these tasks then the Collateral
becomes immediately due and payable without notice or demand. Failure to comply
with these requirements will be treated as an Event of Default under paragraph
11 of the Inventory Security Agreement and Power of Attorney. Furthermore, this
default will subject the Debtor to all Remedies as listed in paragraph

12 of the Inventory Security Agreement and Power of Attorney or those provided
by applicable law.

8. INSURANCE. Debtor shall keep the Inventory insured with an insurance
company acceptable to Secured Party for full value against all insurable risks,
including flood, with Secured Party as the loss payee, and will notify Secured
Party in writing ten (10) days before changing or canceling such insurance.
Debtor shall provide Secured Party with written evidence of such coverage and
loss payee and lender's clauses. If Debtor should fail to obtain such insurance,
Secured Party may obtain coverage, but shall not be obligated to do so on
Debtor's behalf Secured Party can demand from Debtor repayment for all
expenditures together with interest at the highest contract rate allowed by law.

9. DEBTOR'S RECORDS AND FINANCIAL INFORMATION. Debtor shall keep accurate
and complete records of the Collateral that may be examined and copied by
Secured Party upon request. Debtor agrees to provide, within 90 days of the end
of Debtor's fiscal year, Financial Statements and shall provide management
prepared financial Statements within 45 days of the end of each fiscal quarter
of Debtor. For the purposes of this Section 9, Financial Statements shall
include, without limitation, reasonably detailed balance sheets and reasonably
detailed income statements, all prepared in accordance with generally accepted
accounting principles, consistently applied. Debtor grants Secured Party an
irrevocable license and right to occupy Dealer's business locations during
normal business hours without notice to verify the Inventory, examine Debtor's
books and records relating to the Inventory and Collateral, and to verify
Debtor's compliance with this Agreement. Debtor shall give Secured Party at
least 45 days prior written notice of any change in Debtor's identity, name,
location, form of business organization, ownership, and additional business
locations.

10. POWER OF ATTORNEY. Debtor hereby grants a Power of Attorney to Secured
Party (which may be exercised by any agents or employees of Secured Party) under
which Secured Party may execute, on behalf of Debtor, any trust receipts, floor
plan notes, chattel paper, financing statements and amendments thereto, or other
writing in connection with this Agreement as attorney-in-fact for Debtor. Debtor
hereby directs Secured Party to sign all floor plan notes on Debtor's behalf.
Secured Party agrees to furnish Debtor a copy of such notes upon written request
of Debtor. Debtor shall call any errors in such floor plan notes to. Secured
Party's attention within fifteen (15) days of Debtor's receipt of such note or
receipt of Debtor's monthly statement. Secured Party will sign a corrected note
in replacement of any incorrect note. Under this Power of Attorney, Secured
Party is authorized to execute any such writings manually or by affixing a
mechanical facsimile or printed signature. Upon Debtor's request, Secured, Party
will furnish Debtor with a copy of each writing executed under the Power of
Attorney.

11. EVENTS OF DEFAULT. The occurrence of one or more of the following events
shall constitute a default by Debtor under this Agreement:

11.1 FAILURE TO PAY. Any failure by Debtor to pay any portion of its debts
to Secured Party, when due and payable hereunder.

11.2 BREACH. Any breach or failure of Debtor to observe or perform any of
its other terms, obligations, representations, warranties, covenants or
undertakings hereunder.

11.3 MISREPRESENTATION. Any misrepresentation by Debtor to Secured Party in
connection with the business and financial condition or organizational structure
of Debtor or any misrepresentation relating to the Collateral.

11.4 DEATH OR DISSOLUTION. Death or dissolution of Debtor or of any
guarantor or surety for Debtor's obligations hereunder.

11.5 TERMINATION OF GUARANTY. The termination by any guarantor or surety of
a guaranty or suretyship with respect to Debtor.

11.6 INSOLVENCY PROCEEDINGS. Debtor or any guarantor or surety (a) makes an
assignment for the benefit of creditors; (b) files or has filed against it a
petition in bankruptcy or for the appointment of a receiver.

11.7 JUDGMENTS/ATTACHMENT. Any other creditor, customer or tax authority
obtains a judgment or lien against Debtor or any guarantor, or any attachment,
sale or seizure issues or is executed against any assets of Debtor or any
guarantor.

11.8 COLLATERAL IMPAIRMENT/SALE OUT OF TRUST. Any material reduction in the
value of the Collateral or any act of Debtor which imperils the prospect of full
performance or satisfaction of Debtor's obligations hereunder, any sale, lease,
rental, or other transfer of any Inventory by Debtor without informing Secured
Party and promptly paying off the applicable floor plan note and any other
charges.

11.9 FRAUDULENT ACTS. Debtor has concealed, removed, transferred or
permitted to be concealed, removed or transferred, any part of its assets, so as
to hinder, delay or defraud any of its creditors or in such manner as would be
fraudulent under any bankruptcy, insolvency, fraudulent conveyance or similar
law.

11.10 LOSS OF RIGHT TO SELL. Debtor has voluntarily or involuntarily given
up or lost any franchise, permission, license or right to sell or deal in any
product line of Inventory that represents a significant portion of Debtor's
sales volume.

11.11 INSECURITY. Secured Party shall, in good faith, deem itself insecure
with respect to ally of the Collateral or repayment of any of the amounts
described herein.

11.12 OTHER AGREEMENT WITH SECURED PARTY. If Secured Party has Retail
Financing Agreement(s) with Debtor, a default on one agreement may, at Secured
Party's option, constitute a default on the other agreement(s). Any monies due
Debtor by Secured Party, under any agreement(s) may be applied to other defaults
at the Secured Party's discretion.

12. REMEDIES. In the event of a default, as defined in Paragraph 11:

12.1 ACCELERATION. Secured Party shall have, in addition to any and all
rights under the Uniform Commercial Code, the option to terminate this Agreement
immediately and to declare any and all indebtedness or liabilities of Debtor to
Secured Party immediately due and payable without notice or demand.

12.2 DEFAULT FINANCE CHARGE. Secured Party may impose a default finance
charge to all of Debtor's outstanding principal indebtedness equal to that
default rate, if any, specified in the Terms Schedule, or, if there is none
specified, at the lesser of 16% per annum on each outstanding floor plan note,
or the highest lawful contract rate of interest permitted under applicable law.

12.3 ASSEMBLY OF COLLATERAL. Debtor shall, if Secured Party so requests,
assemble the Inventory and deliver it to Secured Party, in good order and repair
at Debtor's expense, at a place designated by Secured Party.

12.4 REPOSSESSION AND SALE. Secured Party shall also have the right to take
immediate and exclusive possession of all Collateral or any part thereof,
wherever it may be found, and also may enter any of the premises of Debtor with
or without process of law, without force, wherever the said Collateral may be or
supposed to be and take possession of, and remove, sell, and dispose of, said
Collateral, or any part thereof, at public auction or private sale. Secured
Party reserves the right to bid and become the purchaser at any such sale.
Debtor acknowledges that a manufacturer's repurchase agreement may exist, as to
the Collateral, and Debtor hereby agrees, that, without limiting other methods
of disposition, disposition of the Collateral pursuant to such an agreement is a
commercially reasonable foreclosure sale under the Uniform Commercial Code.
Debtor hereby specifically waives any right to judicial proceedings prior to
Secured Party's exercise of this right of "self-help" repossession.

12.5 COMMERCIAL SALE. Dealer agrees that Secured Party may, at its option,
either (i) conduct a private sale of any or all of the Collateral, (ii)
liquidate the Collateral to any supplier of Inventory or (iii) liquidate the
Collateral at a public sale. Without limiting the methodology of disposing of
the Collateral and without excluding other methods of conducting a private sale,
Debtor agrees that a private sale is a commercially reasonable sale under the
Uniform Commercial Code if Secured Party requests bids from at least three (3)
dealers, distributors or suppliers of Inventory of that type and any sale occurs
in whole or in parcels within 180 days after Secured. Party obtained possession
and authority (if needed) to sell the Inventory and the sale is made to the
highest bidder making a written cash offer. Debtor agrees that any resale of
Inventory to the supplier of inventory (commonly called a Manufacturer's
Repurchase) under any agreement between the supplier and Secured Party is a
commercially reasonable private sale of inventory under the Uniform Commercial
Code and no requests for bids shall be required.

12.6 COSTS AND EXPENSES. Debtor shall pay all costs incurred by Secured
Party in the collection of any indebtedness or liabilities owed Secured Party by
Debtor and the enforcement of any obligations of Debtor to Secured Party,
including the costs of repossession, reasonable attorneys fees and other legal
expenses, and reasonable costs of maintenance, possession and sale of the
Collateral.

12.7 NOTICE. Any notification of collateral disposition shall be deemed
reasonably and properly given if mailed at least ten (10) days before such
disposition, postage prepaid, addressed to Debtor.

12.8 APPLICATION OF PROCEEDS. Any proceeds of the Collateral may be applied
by Secured Party to the payment of the reasonable expenses of retaking, holding,
preparing for sale, selling and the like, including reasonable attorney's fees
and legal expenses, and any balance of such proceeds may be applied by Secured
Party toward the satisfaction of Debtor's indebtedness or liabilities in such
order of application as Secured Party may in its sole discretion determine. Any
surplus shall be paid to Debtor, and Debtor agrees to pay any deficiency
immediately upon demand.

12.9 PREPAYMENT PENALTY. If Debtor elects to liquidate inventory advanced
upon by Secured Party in an amount exceeding 50% of the outstanding inventory
balance at any one time in a manner other than the ordinary course of business,
Secured Party may, at its sole discretion, apply a prepayment penalty of up to
5% of the outstanding inventory balance.

12.10 ACCESS TO PREMISES. Debtor grants Secured Party an irrevocable license
and right to occupy Dealer's business locations twenty-four (24) hours a day,
seven (7) days a week. Secured Party may at its sole discretion prohibit the
removal of any Collateral from the premises without payment in full.

13. PRIOR ACTS NOT A WAIVER. Secured Party shall have the right at all times
to enforce the terms and provisions of this Agreement in strict accordance with
the terms thereof, notwithstanding the prior failure of Secured Party to take
such action.

14. ASSIGNMENT. Secured Party may assign this Agreement but Debtor may not
assign this Agreement without the prior written consent of Secured Party.

15. AMENDMENT. This Agreement and the Terms Schedule attached hereto may not
be amended except through a written instrument. Debtor agrees that Secured Party
may notify Debtor of amendments to this Agreement. These amendments shall apply
to any transactions financed by Secured Party after the date of the amendment
without the execution of the amendment by Debtor, but such amendments shall not
apply to transactions financed by Secured Party prior to the date of such
amendment without Debtor executing and delivering such amendment. Debtor agrees
that in addition to the remedies described in Section 12, upon the occurrence of
an Event of Default, Secured Party shall have the right to adjust the interest
rate for all transactions, including those entered into prior to the date of the
adjustment. If Debtor previously signed any Inventory Security Agreement
regarding the Collateral with Secured Party, this Agreement will amend and
supplement such prior agreement. If this Agreement conflicts with the terms of
any prior agreement, the terms of this Agreement shall govern.

16. CHOICE OF LAW. This Agreement is deemed to have been entered into and to
be performed at Secured Party's office in Knoxville, Tennessee. The validity,
enforceability and interpretation of this Agreement and any promissory notes
taken, charges made and sums paid in connection herewith shall be governed by
the laws of the State of Tennessee. If any provision of

this Agreement or its application is deemed invalid or unenforceable, the
remainder of this Agreement will not be affected and will remain binding and
enforceable.

17. TERMINATION. Either Secured Party or Debtor may terminate this Agreement
by sending thirty (30) days written notice by certified mail to the other, but
termination of this Agreement does not end Debtor's obligations to Secured Party
for those obligations which accrued prior to the effective date of the
termination; provided, however, no notice of termination to Debtor win be
required if Debtor is in default of this Agreement.

18. BINDING ARBITRATION. Except for any action to recover, repossess or
replevin any collateral hereunder, and any action to recover any deficiency due
Secured Party following the disposition of such collateral, all actions,
disputes, claims and controversies under common law, statutory law or equity of
any type or nature whatsoever (including, without limitation, all tort, all
contract actions, whether regarding express terms or implied terms, such as
implied covenants of good faith, fair dealing, and the commercial reasonableness
of any Collateral disposition, or any other contract claim, all claims of
deceptive trade practices or lender liability, and all claims questioning the
reasonableness or lawfulness of any act, whether arising before or after the
date of this Agreement and whether directly or indirectly relating to: (a) this
Agreement or any amendments and addendum hereto, or the breach, invalidity or
termination hereof, (b) any previous or subsequent agreement between Secured
Party and Debtor; or (c) any other relationship, transaction or dealing between
Secured Party and Debtor (collectively the "Disputes"), will be subject to and
resolved by binding arbitration, to the extent permitted by applicable law.

18.1 Any dispute arising out of or relating to this Agreement or the breach,
termination or validity thereof, shall be determined by arbitration in the
Division of the Federal Judicial District of Secured Party's office in
accordance with the provisions of this Section 18 and the Commercial Arbitration
Rules ("Rules") of the American Arbitration Association ("AAA") in effect on the
date of this Agreement by a single arbitrator who (i) has the qualifications and
experience set forth in paragraph 18.2 of this Section 18 and (ii) is selected
as provided in paragraph 18.3 of this Section 18; provided, however, that if the
dispute involves more than $l million, three arbitrators having such
qualifications and experience shall be appointed, each of whom shall be selected
in the same manner as set forth herein for the selection of a single arbitrator.
The arbitrator(s) shall base their award on this Agreement and applicable law
and judicial precedent and shall accompany their award with a written
explanation of the reasons for their award. The arbitration shall be governed by
the substantive laws of the State of Tennessee applicable to contracts made and
to be performed therein and by the arbitration laws of the United States (Title
9, U.S. Code), and judgment upon the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof.

18.2 Every person nominated or recommended to serve as an arbitrator
hereunder shall be a professional who has had experience as an arbitrator and at
least 15 years experience specializing in manufactured housing, with expertise
in interpreting contracts, retail financing and Inventory financing.

18.3 The arbitrator shall be selected as provided in this Section 18 and
otherwise in accordance with the AAA's Commercial Arbitration Rules in effect on
the date of this Agreement, except that each party shall be entitled to strike
on a peremptory basis any or all of the names of potential arbitrators on the
list submitted to the parties by the AAA as being qualified in accordance with
the criteria set forth in paragraph 18.2 hereof. In the event the parties
cannot agree on a mutually acceptable arbitrator from the list submitted by the
AAA, the Regional Vice-President of the AAA, under supervision of the AAA's
national department of case administration, shall submit to both panics a second
list containing the name of three lawyers meeting the foregoing qualifications,
each of whom shall be a member of the AAA's Commercial Finance Disputes
Arbitration Panel, and each party shall be entitled to strike one of such names
on a peremptory basis, indicating its order of preference with respect to the
remaining names, and the selection of the arbitrator shall be made by such
Regional Vice-President from among such name(s) which have not been so stricken
by either party in accordance with their designated order of mutual preference.

18.4 Each party will, upon the written request of the other party, provide
the other with copies of documents relevant to the issues raised by any claim or
counterclaim. Other discovery may be ordered by the arbitrator. Any dispute
regarding discovery, including disputes as to the need therefore or the
relevance or scope thereof, shall be determined by the arbitrator, which
determination shall be conclusive. All expenses and fees of the arbitrator and
expenses for hearing facilities, stenographers and other expenses or the
arbitration shall be borne equally by both parties unless they agree otherwise,
or unless; the arbitrator in the award assesses such expenses against one of the
parties other than equally. Each party shall bear its own counsel fees and the
expenses of its witnesses except to the extent otherwise provided in the
Agreement. Any attorney who serves as an arbitrator shall be required to agree
to do so for a fee based on his or her current hourly rate for handling
commercial matters. The arbitration proceedings conducted pursuant hereto shall
be confidential. Neither party shall disclose any information about the evidence
adduced by the other in the arbitration proceedings or about documents produced
by the other in connection with the proceeding except in the course of a
judicial, regulatory or arbitration proceeding or as may be requested by
governmental authority. Before making any disclosure permitted by the preceding
sentence, the party intending to make such disclosure shall give the other party
reasonable written notice of the intended disclosure and afford the other party
opportunity to protect its interests. The arbitrator(s) expert witnesses and
stenographic reporters shall sign appropriate nondisclosure agreements in order
to effectuate this agreement of the parties as to confidentiality. The
arbitrator(s) shall set forth their findings of fact and conclusions of law and
shall render an award based thereon. Upon application to the court for an order
confirming modifying or vacating the award, the court shall have the power to
review, (a) whether the findings of fact rendered by the arbitrator(s) are
supported by substantial evidence and (b) whether, as a matter of law based on
such findings of fact, the award should be affirmed, modified or vacated. Upon
such determination, judgment shall be entered in favor of either party
consistent herewith.

18.5 Nothing herein will be construed to prevent Secured Party's or Debtor's
use of bankruptcy, receivership, injunction, repossession, replevin, claim and
delivery, sequestration, seizure, attachment, foreclosure, dation or any other
prejudgment or provisional action or remedy relating to any Collateral for any
current or future debt owed by either party to the other. Any

such action or remedy will not waive Secured Party's or Debtor's right to compel
arbitration of any Dispute. If either Secured Party or Debtor brings any other
action for judicial relief with respect to any Dispute, the party bringing such
action will be liable for and immediately pay all of the other party's costs and
expenses (including attorneys' fees) incurred to stay or dismiss such action and
remove or refer such Dispute to arbitration.

18.6 Any arbitration proceeding must be instituted (a) with respect to any
Dispute for the collection of any debt owed by either party to the other, within
one (1) year after the date the last payment was received by the instituting
party, and (b) with respect to any other Dispute, within one (1) year alter the
date the incident giving rise thereto occurred, whether or not any damage was
sustained or capable of ascertainment or either party knew of such incident.
Failure to institute an arbitration proceeding within such period will
constitute an absolute bar and waiver to the institution of any proceeding with
respect to such Dispute. Except as otherwise stated herein, all notices,
arbitration claims, responses, requests and documents will be sufficiently given
or served if mailed or delivered (i) to Debtor's principal place of business
specified herein; and (ii) to Secured Party, 500 Alcoa Trail, Maryville,
Tennessee 37804, Attention: President, or such other address as the parties may
specify from time to time in writing. No arbitration. hereunder will include, by
consolidation, joinder or otherwise, any third party other than a guarantor of
the indebtedness, unless such third party agrees to arbitrate pursuant to the
arbitration provisions contained herein and the Rules.

19. If Section 18 of this Agreement or its application is invalid or
unenforceable, any legal proceeding with respect to any Dispute will be tried in
a court of competent jurisdiction by a judge without a jury. Debtor and Secured
Party waive any right to a jury trial in any such proceeding, to the extent
permitted by applicable law.

THIS CONTRACT CONTAINS BINDING ARBITRATION AND JURY WAIVER PROVISIONS.

20. LOCATION. Debtor Business and Storage Addresses:

Listing as provided by debtor
---------------------------------

To include any and all locations.

SECURED PARTY BUSINESS ADDRESS:
21st MORTGAGE CORPORATION
Attention: President
620 Market Street, Suite 100
Knoxville, Tennessee 37902

21. NOTIFICATION. The Parties will be deemed to have received notification
if delivered by certified mail to the address indicated in Section 20.

IN WITNESS WHEREOF, the parties hereto have caused their names to be signed by
their proper officers/agents as of the 23rd day of February 2004.
---- --------------

Nationwide Housing Systems, L.P.
_______________________________________
(Debtor)

HSTR GENERAL HOLDINGS, INC.

ATTEST: ___________ BY:____________________________________
(or Witness) (Secretary
or Witness) PRINT NAME:___________________________

(Corporate Seal, if TITLE__________________________________
applicable)

BY:____________________________________

PRINT NAME:____________________________

TITLE:_________________________________

ACCEPTED: 21st MORTGAGE CORPORATION
(Secured Party)

BY:_________________________

PRINT NAME:_________________

TITLE:______________________

TERMS SCHEDULE

INVENTORY SECURITY AGREEMENT
AND POWER OF ATTORNEY

This Terms Schedule is incorporated into and made part of a certain inventory
Security Agreement and Power of Attorney between 21st Mortgage Corporation
("Secured Party") and Nationwide Housing Systems, LP ("Debtor") dated February
23, 2004. The below listed terms have been established for financing your
inventory.

Interest charges are computed as provided in your Inventory Security Agreement
and Power of Attorney in which these terms are incorporated by reference. Prime
Rate will be the higher of: 1.) The "PRIME RATE" quoted by the Wall Street
Journal, on the first business day of the month for which the billing is issued
or 2.) The Minimum Prime Rate of 6.00%. ALL CHARGES ARE DUE UPON RECEIPT OF THE
---------------------------------------
BILLING STATEMENT AND ARE PAST DUE ON THE 25TH DAY OF THE MONTH.
- ----------------------------------------------------------------------------

Any notice of program or Terms Schedule changes will be given as provided in the
inventory Security Agreement and Power of Attorney.

CREDIT LIMIT: Up to $ 15,000,000 in Advances and Approvals at any one time.
Any and all Advances and Approvals are at Secured Party's
sole discretion.

ADVANCE: NEW INVENTORY 50% of manufacturer invoice plus freight.

PRE-OWNED INVENTORY Up to 60% of NADA adjusted wholesale value (not
inspected) or 70% of NADA adjusted wholesale value
(inspected).

THE INTEREST RATE
IS AS FOLLOWS: BILLING PERIOD (MONTH) PRICING
------------------------- -------

NEW INVENTORY PRE-OWNED INVENTORY

0-1094 days (0-36 Months) Prime Rate plus 1.00% Prime Rate plus 1.00%
1095 days DUE IN FULL DUE IN FULL

FLAT CHARGES: Debtor agrees to pay a monthly service charge of $10.00 for each
unit of Inventory. These charges will be known as Documentation,
Handling and Inspection ("DHI") Fees.

CURTAILMENTS: Subject to Secured Party's right to demand payment in full at any
time, Debtor hereby agrees to pay Curtailments to Secured Party
in accordance with the following payment schedule:

BILLING PERIOD (MONTH) % OF ORIGINAL INVOICE PRICE PER MONTH
---------------------- -------------------------------------

NEW INVENTORY PRE-OWNED INVENTORY

0-730 days (0-24 Months) 0% 0%
731 days 20% 20%
732-1094 days (25-36 Months) 0% 0%
1095 days DUE IN FULL DUE IN FULL

PLACE OF PAYMENT: Debtor shall send all payments to 21st Mortgage Corporation
at Post Office Box 220, Knoxville, TN 37901

THIS SCHEDULE SHALL NOT BECOME A CONTRACT UNTIL SIGNED BY DEBTOR AND ACCEPTED BY
SECURED PARTY. DEBTOR WAIVES NOTICE OF SUCH ACCEPTANCE.

NATIONWIDE HOUSING 21ST MORTGAGE
SYSTEMS LP CORPORATION
------------------- ----------------------------------

BY: HSTR General Holdings Inc.

BY:_______________________________ BY:________________________________

PRINT NAME:_______________________ PRINT NAME:________________________

TITLE:____________________________ TITLE:_____________________________

DATE:_____________________________ DATE:______________________________

BY:_______________________________

PRINT NAME:_______________________

TITLE:____________________________

DATE:_____________________________

GUARANTY

TO: 21st Mortgage, Inc.
620 Market St., Suite 100
Knoxville, TN 37902

In consideration of your extension of credit to Nationwide Housing S3Lstems,
----------------------------
LP its successors and assigns (hereinafter called "principal debtor"), whether
- --
now outstanding or made in the future, for the financing of goods, wares,
merchandise and services, the undersigned guarantor hereby unconditionally
guarantees payment of whatever sums said principal debtor shall at any time owe
you or any company affiliated with you, whether heretofore or hereafter
incurred, including interest, finance charges or service charges thereon, and
including reasonable attorneys' fees and all court costs incurred in collecting
each sums; and you shall be under no obligation of due diligence to enforce any
claims against the principal debtor or of otherwise exhausting any of your
remedies against the principal debtor, any other obligor or any other guarantor,
or of enforcing any rights against any collateral for said indebtedness prior to
enforcing payment hereunder by the undersigned guarantor.

This guaranty is to take effect without notice of its acceptance, which notice
is hereby waived, and is to be continuing guaranty in full force and effect
until the effective date of a written notice of revocation delivered to you
either personally or by Registered or Certified mail. It is understood and
agreed that the effective date of any revocation shall be 90 days after your
receipt of such notice, and that such relocation shall not discharge the
obligation of the undersigned guarantor with respect to indebtedness incurred by
the principal debtor prior to said effective date of revocation.

You are hereby authorized to change the time and manner of payment of any
indebtedness of said principal debtor; to take and make changes in notes,
security or other obligations therefore to add or release additional guarantors;
to obtain or release additional guaranties; to take such action as you deem
advisable for the enforcement, collection, or compromising of any such
indebtedness or any part thereof or enforcing any security interest therefore;
and to grant renewals or extensions of the time of payment of any such
indebtedness, all without notifying or obtaining the consent of the undersigned
guarantor or in anyway affecting the consent of the undersigned guarantor under
this guaranty.

Protest and demand upon the principal debtor, notice to the undersigned
guarantor of defaults of the principal debtor, notice to the undersigned
guarantor of your extension of credit from time to time to the principal debtor,
and notice of the sale of any collateral, ire all hereby waived.

The undersigned guarantor hereby consents and agrees that your books and records
showing the account, obligations, and indebtedness of the principal debtor shall
be admissible in evidence and shall be binding upon the undersigned guarantor
for the purpose of establishing the items therein set for them and shall
constitute prima facie proof thereof. The undersigned guarantor hereby also
agrees to provide full and complete personal financial information at such times
as the Company may request.

The undersigned guarantor hereby subordinates any sums now or hereafter due to
any or all of them from the principal debtor to the payment of any sums now or
hereafter due you from the principal debtor. The undersigned guarantor further
assigns to you sums due or to become due to any or all of them from the
principal debtor to the extent of the aggregate obligations of the undersigned
guarantor to you, and agrees to execute any further instruments necessary to
evidence such assignment.

This guaranty shall inure to the benefit of your successors and assigns and
shall be binding upon the personal representatives, administrators, trustees,
executors, heirs, legatees, successors and assigns of the undersigned guarantor.

The foregoing constitutes the complete guaranty agreement, there being no other
representations or warranties made, and such guaranty cannot be altered, changed
or amended in any way except by an instrument in writing signed by your duly
authorized officer.

The undersigned agrees that if a dispute between you and the principal debtor is
being arbitrated, the responsibility of Guarantor will be included in the same
arbitration, subject to the same rules and procedures governing the arbitration
between you and the principal debtor.

BY AFFIXING SIGNATURE HERETO, THIS CERTIFIES THAT THE UNDERSIGNED HAS THIS
GUARANTY AGREEMENT IN ITS ENTIRETY AND EXECUTES IT FOR THE CONSIDERATION THEREIN
EXPRESSED.

Dated at Houston, Texas
this 21st day of April, 2004.

Witness: Guarantor:

Signature ____________________ Company Name: American Homestar Corporation
-----------------------------

Print name ___________________ Signature____________________________________

Address: _____________________ Title________________________________________
______________________________ ________________________________________