STOCK PURCHASE AGREEMENT

Exhibit 10.1

STOCK PURCHASE AGREEMENT

BY AND AMONG

CHAMPION RETAIL, INC,
a Michigan corporation,

AND

BAYSHORE ADVANTAGE LLC
a Delaware limited liability company,

and the other parties hereto

September 8, 2006

TABLE OF CONTENTS

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APPENDIX A – DEFINITIONS

DISCLOSURE SCHEDULES

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STOCK PURCHASE AGREEMENT

     THIS STOCK PURCHASE AGREEMENT (the " Agreement ") is made as of September 8, 2006, by and among Bayshore Advantage LLC, a Delaware limited liability company (" Buyer "), Champion Retail, Inc., a Michigan corporation (" Seller "), and solely for purposes of the guarantees in Section 10.12 and Section 10.13, respectively, Encore Partners, LLC, a Nevada limited liability company, and Champion Enterprises, Inc., a Michigan corporation. Capitalized terms not otherwise defined herein have the meanings set forth in Appendix A attached hereto.

RECITALS

     Seller is the sole owner of all of the issued and outstanding capital stock of San Jose Advantage Homes, Inc., a California corporation (the " Company ").

     The Company is engaged in the retail sale and service of manufactured housing, and providing and/or arranging financing and certain insurance in connection with such sales at its facilities located in California (the " Business ").

     Immediately prior to Closing, Seller, in accordance with Chapter 11.5 of the California Corporations Code, shall convert the Company from a California corporation into a California limited liability company. The term " Shares ," for purposes of Articles I and II of this Agreement, shall mean the issued and outstanding capital stock of the Company until the Company shall have converted into a California limited liability company, at which time the term " Shares ," for purposes of Articles I and II of this Agreement, shall mean the issued and outstanding membership interests of the Company.

     Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, all of the Shares, upon the terms and subject to the conditions of this Agreement.

AGREEMENTS

     The parties, intending to be legally bound, agree as follows:

I. PURCHASE AND SALE OF THE SHARES

      1.1 Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell and transfer to Buyer, and Buyer shall purchase and accept from Seller, all of the Shares free and clear of all Liens, other than restrictions on transfer under applicable securities Laws.

      1.2 Purchase Price. The consideration for the Shares will be an amount (the " Purchase Price ") equal to:

     (a) $51,959,052;

     (b) plus or minus , as the case may be, the amount by which the Closing Net Working Capital is greater than or less than, respectively, the Target Net Working Capital (the " Net Working Capital Adjustment "). " Closing Net Working Capital "

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means the amount calculated by subtracting the Assumed Liabilities as of the Closing Date from the Current Assets of the Company as of the Closing Date. " Target Net Working Capital " means $40,238,012.

      1.3 Payment of Purchase Price and Other Amounts.

        (a) No later than the third business day immediately preceding the Closing Date, Seller shall deliver to Buyer a closing statement as of the Closing Date in a manner consistent with the example shown on the attached Schedule 1.3(a) (which closing statement as of the Closing Date shall be attached to this Agreement as the new Schedule 1.3(a )), setting forth in detail Seller’s good faith estimate of the Net Working Capital Adjustment and the Purchase Price based thereon calculated in accordance with GAAP (the " Estimated Purchase Price "). If Buyer reasonably believes the Estimated Purchase Price delivered by Seller is unreasonable, Buyer and Seller shall cooperate in good faith to resolve such dispute. If any disputed matter cannot be resolved, the Estimated Purchase Price will be calculated based upon Seller’s position concerning such disputed matter without prejudice to the right of Buyer to raise such disputed matter again in accordance with the determination of the Final Purchase Price pursuant to Section 1.4.

        (b) At the Closing:

     (i) Buyer shall deliver, or cause to be delivered, to Seller a cash closing payment (the " Closing Payment ") in an amount equal to the Estimated Purchase Price (in accordance with Section 1.3(a)) less the principal amount of the Subordinated Note. The Closing Payment shall be made to Seller by wire transfer of immediately available funds to an account specified by Seller;

     (ii) Buyer shall deliver, or cause to be delivered, to Seller a promissory note payable to Seller in the principal amount of $7,530,379 in the form of Exhibit 1.3(b) hereto (the " Subordinated Note "). The Subordinated Note shall be subordinate in all respects to the Company’s Floor Plan Receivables Credit Line (the " Line of Credit ") but senior to all other Liabilities of the Company (except as otherwise required by Law). Seller shall promptly execute and deliver to Buyer any subordination agreement reasonably required by the lender under the Line of Credit (" Subordination Agreement "); and

     (iii) Notwithstanding anything to the contrary herein, at the Closing, Buyer, in its sole and absolute discretion, may elect to increase the Closing Payment by $7,280,379, in which event Buyer shall not be required to execute the Subordinated Note or any Security Agreement or Guaranty referenced herein and Seller shall not be required to execute the Subordination Agreement, and all such references shall be omitted from this Agreement.

        (c) Within five (5) business days after the calculation of the Final Purchase Price becomes final and binding on the parties pursuant to Section 1.4, Buyer or Seller, as the case may be, shall make the following payment:

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     (i) If the Final Purchase Price is greater than the Estimated Purchase Price, Buyer shall pay to Seller the amount of such difference by wire transfer of immediately available funds to the accounts specified by Seller; or

     (ii) If the Final Purchase Price is less than the Estimated Purchase Price, Seller shall pay to Buyer the amount of such difference by wire transfer of immediately available funds to an account specified by Buyer.

      1.4 Calculation of Final Purchase Price.

             (a) On or before the 60 ^th calendar day following the Closing Date, Seller shall (i) prepare, or cause to be prepared, a balance sheet of the Company as of the close of business on the Closing Date, and a calculation of the Closing Net Working Capital and the Purchase Price based thereon (collectively, the " Closing Financial Information ") and (ii) deliver the Closing Financial Information to Buyer. The Closing Financial Information shall be determined in accordance with GAAP.

             (b) During the 30-day period following delivery of the Closing Financial Information to Buyer, Buyer shall be permitted to review the books, records, accounting records and accounting work papers used in the preparation of the Closing Financial Information. The Purchase Price as calculated by Seller shall become final and binding upon the parties on the 30th calendar day following delivery of the Closing Financial Information, unless Buyer gives written notice of its disagreement (the " Notice of Disagreement ") with the calculation of the Purchase Price to Seller prior to such date. The Notice of Disagreement shall specify in reasonable detail the nature and basis of any disagreement so asserted.

             (c) If Buyer timely delivers to Seller the Notice of Disagreement, then the calculation of the Purchase Price shall become final and binding upon the parties on the earlier of (x) the date the parties resolve in writing all differences they have with respect to the matters specified in the Notice of Disagreement or (y) the date all disputed matters are finally resolved in writing by the Reviewing Accountant (as defined below). If the parties fail to resolve the issues outstanding with respect to the Notice of Disagreement and the calculation of the Purchase Price within 30 days after Seller’s receipt of the Notice of Disagreement, the parties shall submit the issues remaining in dispute to a partner having relevant expertise and practicing at a nationally recognized independent public accounting firm as shall be agreed upon by the parties in writing (the " Reviewing Accountant "). Seller and Buyer shall jointly instruct the Reviewing Accountant that it (A) shall act as an expert and not as an arbitrator, (B) shall review only the matters that were properly included in the Notice of Disagreement, (C) shall make its determination based upon the terms and conditions set forth in this Section 1.4(c), and (D) shall render its decision within 60 days after the referral of the dispute to the Reviewing Accountant for a decision pursuant hereto. The determination by the Reviewing Accountant shall be final, binding and conclusive on the parties. The fees and expenses of the Reviewing Accountant incurred in rendering any judgment pursuant to this Section 1.4 shall be borne one-half by Seller and one-half by Buyer. The fees and expenses of Buyer’s advisors incurred in

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connection with their review of the Closing Financial Information and, if applicable, the Notice of Disagreement, shall be borne by Buyer, and the fees and expenses of Seller’s advisors incurred in connection with its preparation of the Closing Financial Information, and, if applicable, the Notice of Disagreement, shall be borne by Seller. Judgment may be entered upon the determination of the Reviewing Accountant in any court having jurisdiction over the party against which such determination is to be enforced. The Purchase Price, once modified and/or agreed to in accordance with this Section 1.4 shall become the " Final Purchase Price ".

II. CLOSING

      2.1 Closing Date. The closing of the transactions contemplated by this Agreement (the " Closing ") shall take place at the offices of Dykema Gossett PLLC, Suite 300, 39577 Woodward, Bloomfield Hills, Michigan 48304, at 10:00 a.m., local time, on September 29, 2006, or at such other time or date as may be mutually agreed upon by Seller and Buyer (such time and date being referred to herein as the " Closing Date "). All documents delivered and actions taken at Closing shall be deemed to have been delivered or taken simultaneously, and no such delivery or action shall be considered effective or complete unless or until all other such deliveries or actions are completed or waived in writing by the Party against whom such waiver is sought to be enforced.

      2.2 Deliveries at the Closing . At the Closing:

     (a) Seller shall deliver to Buyer (A) a duly executed assignment of the Shares, (B) the various agreements, certificates and other documents and instruments referred to in Section 7.1, and (C) such other documents as Buyer or its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the agreements set forth in this Agreement; and

     (b) Buyer shall deliver to Seller (i) the Closing Payment and Subordinated Note as provided in Section 1.3(b), (ii) the various agreements, certificates and other documents and instruments referred to in Section 7.2, and (iii) such other documents as Seller or their counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the agreements set forth in this Agreement.

III. REPRESENTATIONS AND WARRANTIES OF SELLER

     Seller hereby represents and warrants to Buyer as follows:

      3.1 Authority and Enforceability. Seller has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the sale of the Shares and the other transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation by Seller of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Seller executed and delivered by Seller and constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be subject to the laws of general application relating to bankruptcy,

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insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies.

      3.2 No Conflict. Neither the execution and delivery of this Agreement nor the consummation by Seller of any of the transactions contemplated hereby do or will (with or without notice or lapse of time or both) (i) violate any provision of the governing documents of Seller or the Company; (ii) violate any Law or any Governmental Order to which Seller or the Company is subject; or (iii) contravene or conflict with, result in any breach of, constitute a default under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any Lien on any of the Shares or on the assets of the Company pursuant to, any Contract to which Seller or the Company is a party, except in the cases of clauses (ii) and (iii) as would not reasonably be expected to have a Material Adverse Effect.

      3.3 Ownership of the Shares. Seller is the record and beneficial owner of, and has good and valid title to, all of the Shares, free and clear of any and all Liens (other than those that may be imposed by applicable securities Laws or those that will be released on or prior to the Closing Date). Except for this Agreement, none of the Shares is subject to (i) any option, warrant, purchase right or other Contract that requires Seller to sell, transfer or otherwise dispose of any Shares or (ii) any voting trust, proxy or other Contract or understanding with respect to the voting, dividend rights, preferences, sale, acquisition or other disposition of any of the Shares. Upon delivery of the Shares to Buyer and full payment therefore as contemplated hereby, Buyer shall acquire good and valid title to all of the Shares, free and clear of all Liens.

      3.4 Organization. The Company is an entity duly organized, validly existing and in good standing under the laws of the State of California. The Company has all requisite corporate or limited liability company, as applicable, power and authority to own, lease and operate its properties and assets and to carry on the Business, as it is now being conducted.

      3.5 Qualification; Location of Business and Assets. The Company is duly qualified or licensed to conduct its Business and in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the Business conducted by it makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing would not, individually or in the aggregate, have a Material Adverse Effect.

      3.6 Subsidiaries and Investments. Except for the Other Inventory, the Company holds no stock or other interest, either of record, beneficially or equitably, in any firm, venture, corporation, partnership or other entity.

      3.7 Third-Party Consents and Approvals. Except for the expiration of the applicable waiting period under the HSR Act, if applicable, and except as set forth in Schedule 3.7 , no Consent is required for the execution, delivery and performance of this Agreement by Seller and the consummation of the transactions contemplated hereby.

      3.8 Capitalization. All of the Shares in the Company are owned by Seller, and are duly authorized, validly issued, fully paid and nonassessable. There are no outstanding

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(i) securities of the Company convertible into, or exchangeable or exercisable for, Shares, (ii) options, warrants to purchase or subscribe, or other rights to acquire from the Company any Shares or other equity securities or securities convertible into or exchangeable or exercisable for Shares or other equity securities of the Company, or rights of first refusal or first offer relating to any Shares or other equity securities of the Company, or (iii) bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which members of the Company may vote.

      3.9 Financial Condition and Liabilities. Set forth in Schedule 3.9 are correct and complete copies of (a) the unaudited balance sheet of the Company as of December 31, 2005, and the unaudited statement of income of the Company as of and for the period then ended, (collectively, the " Financial Statements "), and (b) the unaudited balance sheet of the Company as of July 1, 2006 (the " Pre-Closing Balance Sheet "), and related statement of income for the period then ended, which are in accordance with the books and records of the Company and have been prepared in accordance with GAAP, except (i) that no notes to such financial statements are included, and (ii) as set forth in Schedule 3.9 . Such balance sheets fairly present in all material respects the financial condition, assets and liabilities of the Company as of the dates indicated, and such statements of operations fairly present in all material respects the results of operations and cash flows of the Company for the periods indicated, subject, in the case of interim statements, to normal year end adjustments.

      3.10 No Undisclosed Liabilities. There are no Liabilities of the Company required to be disclosed on a balance sheet prepared in accordance with GAAP, other than (i) Liabilities adequately reflected or reserved against on the Pre-Closing Balance Sheet, (ii) Liabilities for costs and expenses incurred in connection with the transactions contemplated by this Agreement, (iii) Liabilities incurred since the date of the Pre-Closing Balance Sheet in the Ordinary Course of Business, and (iv) as set forth in Schedule 3.9 .

      3.11 Absence of Certain Changes. Except for the execution of this Agreement or as contemplated by this Agreement, from the date of the Pre-Closing Balance Sheet and through the date of this Agreement:

     (a) the Company has not sold, leased, transferred or assigned any material assets, other than in the Ordinary Course of Business;

     (b) the Company has not accelerated, terminated or cancelled any Contract (or series of related Contracts) involving annual payments of more than $100,000 to which the Company is a party or by which it is bound (other than Contracts relating to Inventory cancelled in the Ordinary Course of Business);

     (c) the Company has not canceled, compromised, waived or released any right or claim (or series of related rights and claims) involving more than $100,000 outside the Ordinary Course of Business;

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     (d) the Company has not experienced any damage, destruction or loss (not covered by insurance) to any of its property that would reasonably be expected to have a Material Adverse Effect;

     (e) except as set forth in Schedule 3.11(e) , the Company has not made any change in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to or to become payable to any officer or employee of the Company, in each case whose base compensation exceeds $125,000, outside the Ordinary Course of Business;

     (f) the Company has not failed to make any material expenditures in connection with the normal maintenance, repair and replacement of the material assets used in connection with the operation of the Business in accordance with its past custom and practice;

     (g) except as set forth in Schedule 3.11(g) , the Company has not paid or declared any dividends or other distributions to its stockholders;

     (h) except as set forth in Schedule 3.11(h) , the Company has not created, incurred, assumed or guaranteed any indebtedness for borrowed money or capital lease obligations;

     (i) the Company has not made any investment in or loan to any Person;

     (j) no change has been made in the number of shares of the Company’s authorized, issued or outstanding capital stock; nor has any option or similar right been granted or made relating to the Company’s capital stock;

     (k) the Company has not materially changed any of its methods of accounting or any other accounting practice; and

     (l) to the knowledge of Seller, the Company has not committed to do any of the foregoing.

      3.12 Accounts Receivable. The Receivables of the Company as set forth in the Pre-Closing Balance Sheet or arising since the date thereof have arisen solely out of bona fide sales and deliveries of goods, performance of services and other business transactions in the Ordinary Course of Business; are valid receivables and are not subject to valid defenses, set-offs or counterclaims (other than returns in the Ordinary Course of Business); are current and collectible and, with respect to such items set forth in the Closing Net Working Capital, as finally determined, will be collected in substantial accordance with their terms and at their recorded amounts, subject only to the reserve for bad debts set forth in the Closing Net Working Capital, as finally determined. The reserve for doubtful accounts on the Pre-Closing Balance Sheet has been determined in accordance with GAAP.

      3.13 Inventories.

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     (a) All New Homes Inventory reflected on the Pre-Closing Balance Sheet (i) was acquired and has been maintained in the ordinary course of business; (ii) is merchantable; (iii) consists of items of a quality and quantity usable and, with respect to finished goods, saleable in the ordinary course of business; (iv) is valued at the lower of cost or market value; and (v) except as specifically reserved on the Pre-Closing Balance Sheet, none of the New Homes Inventory of the Company is obsolete or slow moving. The Company is not under any liability or obligation with respect to the return of New Homes Inventory in the possession of wholesalers, retailers or other customers.

     (b) All WIP Inventory reflected on the Pre-Closing Balance Sheet (i) was acquired and has been maintained in the ordinary course of business; (ii) is merchantable; (iii) consists of items of a quality and quantity usable and, with respect to finished goods, saleable in the ordinary course of business; (iv) is valued at the lower of cost or market value; and (v) except as specifically reserved on the Pre-Closing Balance Sheet, none of the WIP Inventory of the Company is obsolete or slow moving. The Company is not under any liability or obligation with respect to the return of WIP Inventory in the possession of wholesalers, retailers or other customers.

     (c) All Other Inventory reflected on the Pre-Closing Balance Sheet (i) was acquired and has been maintained in the ordinary course of business; and (ii) consists of items of a quality and quantity usable and saleable in the ordinary course of business.

      3.14 Title. The Company has good and marketable title to all of its assets free and clear of all Liens of any nature whatsoever, except: (i) as set forth in Schedule 3.14 , and (ii) Permitted Liens. The assets owned or leased by the Company constitute all the assets and properties that are used or held for use by the Company and that are necessary to conduct the Business as presently conducted.

      3.15 Condition of Assets. Except as otherwise disclosed on Schedule 3.15 , as of the date of this Agreement, (a) all of the buildings, structures and fixtures owned or leased by the Company are in good operating condition and repair in all material respects, subject only to ordinary wear and tear, and are usable in the Ordinary Course of Business; and (b) all of the Personal Property owned or leased by the Company material to the business, operations or financial condition of the Company is in good operating condition and repair in all material respects, subject only to ordinary wear and maintenance, and are usable in the Ordinary Course of Business.

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    3.16 Owned Real Property.

     (a) Schedule 3.16(a) contains a correct legal description, street address and tax parcel identification number of all Real Property in which the Company has an ownership interest, other than the Leased Real Property and the Other Inventory (" Owned Real Property ").

     (b) The Owned Real Property and Leased Real Property constitutes all of the Real Property used, held for use or intended to be used in, or otherwise related to, the Business. There is no condemnation, expropriation or other proceeding in eminent domain, pending or, to the knowledge of Seller, threatened, affecting any parcel of the Owned Real Property or any portion thereof or interest therein. All utility services or systems for the Owned Real Property have been installed and are operational and sufficient for the operation of the Business as currently conducted thereon. To the knowledge of Seller, the classification of each parcel of Owned Real Property under applicable zoning laws, ordinances and regulations permits the use and occupancy of such parcel and the operation of the Business as currently conducted thereon, and permits the improvements located thereon as currently constructed, used and occupied. To the knowledge of Seller, there are sufficient parking spaces, loading docks and other facilities at such parcel to comply with such zoning laws, ordinances and regulations. To the knowledge of Seller, the Owned Real Property, or any easement affecting the Owned Real Property, does not violate any building lines or set-back lines, and there are no encroachments onto the Owned Real Property or any portion thereof.

     (c) Except as set forth in Schedule 3.16(c) , no work has been performed on or materials supplied with respect to the Owned Real Property within any applicable statutory period which could give rise to mechanics’ or materialmen’s liens; all bills and claims for labor performed and materials furnished to or for the benefit of the Owned Real Property for all periods prior to the Closing have been, or prior to Closing, will be, paid or properly accrued on the Pre-Closing Balance Sheet in full (or incurred in the Ordinary Course of Business since the date of the Pre-Closing Balance Sheet), and, to the knowledge of Seller, there are no mechanics’ or materialmen’s liens, whether or not perfected, on or affecting any portion of the Owned Real Property.

     (d) Correct and complete copies of (i) all deeds, existing title insurance policies and surveys of or pertaining to the Owned Real Property and (ii) all instruments, agreements and other documents evidencing, creating or constituting any Liens on Real Property in the Company’s possession or control as of the date of this Agreement have been delivered to Buyer.

    3.17 Leased Real Property.

     (a) Schedule 3.17(a) sets forth a true and complete list of all Real Property and interests in Real Property leased, subleased or occupied by the Company, in each case as of the date of this Agreement and other than the Other Inventory (" Leased Real

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Property "). The Company has delivered to Buyer a true and complete copy of each such lease, sublease or occupancy agreement, together with all amendments thereto, with respect to any Leased Real Property (" Real Property Leases "), and in the case of any oral Real Property Lease, a written summary of the material terms thereof. With respect to each Real Property Lease, (i) each such Lease is legal, valid, binding, enforceable and in full force and effect, and the Company is in possession of such leased property and is the tenant under all such Real Property Leases, (ii) neither the Company nor, to the knowledge of Seller, any other party to such Lease is in breach or default under such Lease in any material respect, and, to the knowledge of Seller, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease and (iii) the Company has not subleased, licensed or otherwise granted anyone the right to use or occupy such Leased Real Property or any portion thereof.

     (b) There is no condemnation, expropriation or other proceeding in eminent domain, pending or, to the knowledge of Seller, threatened, affecting any parcel of the Leased Real Property or any portion thereof or interest therein. All utility services or systems for the Leased Real Property have been installed and are operational and sufficient for the operation of the Business as currently conducted thereon. To the knowledge of Seller, the classification of each parcel of Leased Real Property under applicable zoning laws, ordinances and regulations permits the use and occupancy of such parcel and the operation of the Business as currently conducted thereon, and permits the improvements located thereon as currently constructed, used and occupied. To the knowledge of Seller, there are sufficient parking spaces, loading docks and other facilities at such parcel to comply with such zoning laws, ordinances and regulations. To the knowledge of Seller, the Leased Real Property, or any easement affecting the Leased Real Property, does not violate any building lines or set-back lines, and there are no encroachments onto the Leased Real Property or any portion thereof.

     (c) Except as set forth in Schedule 3.17(c) , no work has been performed on or materials supplied with respect to the Leased Real Property within any applicable statutory period which could give rise to mechanics’ or materialmen’s liens; all bills and claims for labor performed and materials furnished to or for the benefit of the Leased Real Property for all periods prior to the Closing have been, or prior to Closing, will be, paid or properly accrued on the Pre-Closing Balance Sheet in full (or incurred in the Ordinary Course of Business since the date of the Pre-Closing Balance Sheet), and, to the knowledge of Seller, there are no mechanics’ or materialmen’s liens, whether or not perfected, on or affecting any portion of the Leased Real Property.

      3.18 Leased Personal Property. Schedule 3.18 contains a correct and complete list as of the date of this Agreement of all leases and other agreements under which the Company leases any Personal Property owned by any other person that obligates the Company to make annual lease payments in excess of $5,000. The Company has made available to Buyer true, correct and complete copies of all such leases and agreements. All of such leases and agreements are valid,

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binding, enforceable and in full force and effect, there is no material default thereunder and, to the knowledge of Seller, no event has occurred which, with notice or lapse of time or both, would constitute a material default or permit termination, modification or acceleration thereunder.

    3.19 Employment Matters.

        (a) Schedule 3.19 lists the name, date of hire and/or appointment and current annual salary, commissions, allowances or wage rates, along with any arrangement to increase such annual salary, commissions, allowances or wage rates, of (i) each present director and officer, regardless of the level of their compensation, and (ii) each employee of the Company who is paid at an annual rate in excess of $25,000 per annum, together with a job title, in each case as of the date of this Agreement.

        (b) Except as disclosed on Schedule 3.19 :

     (i) the Company is not a party to any collective bargaining agreement or other contract or agreement with any labor organization or other representative of any of its employees nor is any such contract or agreement presently being negotiated;

     (ii) there is no unfair labor practice or discrimination charge or material complaint pending or, to the knowledge of Seller, threatened against or otherwise affecting the Company;

     (iii) there is no labor strike, slowdown, work stoppage, lockout or other material labor controversy in effect, or, to the knowledge of Seller, threatened against or otherwise affecting the Company, and the Company has not experienced any such labor controversy within the past five years;

     (iv) the Company has paid in full, or accrued in its financial books and records, to all employees of the Company, all wages, salaries, commissions, bonuses, benefits and other compensation due to such employees or otherwise arising under any policy, practice, agreement, plan, program, statute or other law;

     (v) the Company is not liable for any severance pay or other payments to any employee or former employee arising from the termination of employment, and the Company will not have any liability under any benefit or severance policy, practice, agreement, plan, or program which exists or arises, or may be deemed to exist or arise, under any applicable law or otherwise, as a result of or in connection with the transactions contemplated by this Agreement or as a result of the termination by the Company of any Persons employed by the Company on or prior to the Closing Date;

     (vi) The Company has not closed any plant or facility, effectuated any layoffs of employees or implemented any early retirement or separation program

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within the past five years, nor has the Company planned or announced any such action or program for the future;

     (vii) Within 90 days of the date of this Agreement, the Company has not effectuated (i) a "plant closing" as defined in the Worker Adjustment and Retraining Notification Act of 1988 (" WARN ") affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company; or (ii) a "mass layoff’ (as defined in WARN) affecting any site of employment or facility of the Company; nor has the Company been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local law. None of the Company’s employees has suffered an "employment loss" (as defined in WARN) since six months prior to the date of this Agreement. Except as set forth in Schedule 3.19 , within 90 days prior to the date of this Agreement, the Company has not reduced the number of employees at any site of employment; and

     (viii) To the knowledge of Seller, subject to circumstances beyond the control of the Company or the Seller, the services of all key employees of the Company will continue to be available on the same terms and at the same locations for the continuation of the Business of the Company after consummation of the transactions contemplated hereby.

      3.20 Employee Benefit Plans .

     (a) Schedule 3.20(a) contains a true and complete list of all written Employee Plans and associated trusts to which the Company or any ERISA Affiliate (as defined below) contributes or has contributed or otherwise participates or has participated.

     (b) Except as disclosed on Schedule 3.20(b) : (i) all accrued contributions and other payments required to be made by the Company or any ERISA Affiliate to any Employee Plan through the Closing Date have been made or reserves adequate for such purposes as of the Closing Date have been set aside therefore and reflected in the Closing Financial Information; (ii) neither the Company nor any ERISA Affiliate is in default in any material respect in performing any of its contractual obligations under any of the Employee Plans or any related trust agreement or insurance contract, and (iii) and there are no outstanding or unfunded liabilities of any Employee Plan covered by Title IV of the Employee Retirement Income Security Act of 1974 ("ERISA") that could subject Buyer to any liability to the Pension Benefit Guaranty Corporation or any other person or entity.

     (c) With respect to tax qualified retirement plans, the only tax qualified retirement plan that the Company (and/or any person or entity which is or was under common control with Seller within the meaning of ERISA Section 4001(14); hereinafter an "ERISA Affiliate") maintains or has maintained during the past five years is a defined contribution profit sharing plan (with a 401(k) feature), and the Company (and/or any ERISA Affiliate) does not now maintain, nor has the Company (and/or any ERISA

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Affiliate) maintained at any time during the past five years, any tax qualified defined contribution money purchase pension plan, any tax qualified defined benefit pension plan, nor has the Company (and/or any ERISA Affiliate) maintained or contributed to any multiemployer pension plan (as defined in ERISA Section 3(37)).

     (d) Except as set forth in Schedule 3.20(d) with respect to each of the Employee Plans:

     (i) each Employee Plan has been established, maintained, funded and administered in all material respects in accordance with its governing documents, and all applicable provisions of ERISA, the Code, COBRA, HIPAA, FMLA, WHCRA or other applicable Law, and all regulations or rules promulgated thereunder;

     (ii) there is no litigation, disputed claim (other than routine claims for benefits), governmental proceeding, audit, inquiry or investigation pending or, to the knowledge of Seller, threatened with respect to any such Employee Plan, its related assets or trusts, or any fiduciary, administrator or sponsor of such Employee Plan;

     (iii) the Company has made available to Buyer true and complete copies of the following: each current Employee Plan document, any amendments thereto, and the related summary plan description or summary annual reports, if any; each trust or custodial agreement and each deposit administration, group annuity, insurance or other funding agreement associated with each such Employee Plan; for the last three Employee Plan years, the financial information or reports (including any FASB required reports, if applicable), relating to each such Employee Plan; all Internal Revenue Service and other governmental agency rulings relating thereto, and all applications for such rulings; all notifications to employees of their rights under ERISA Section 601 et seq. , and Code Section 4980B; all filing and reports (including the Annual Report Form 5500 series, if applicable) filed with any governmental agency at any time during the three year period ending on the Closing Date, along with all schedules and reports filed therewith; and all notices that were given by the Internal Revenue Service, the Pension Benefit Guaranty Corporation and the Department of Labor within the last three (3) years.

     (e) Except as set forth in Schedule 3.20(e) , with respect to each Employee Plan which is an "employee pension benefit plan" (as defined in ERISA Section 3(2)):

     (i) each such Employee Plan that is intended to qualify as a tax qualified retirement plan under Code Section 401(a) has received a favorable determination letter(s) from the Internal Revenue Service (copies of which have been delivered to Buyer) as to qualification of such Employee Plan covering the period from its adoption through the Closing Date; all amendments required to maintain such qualification have been timely adopted; nothing has occurred, whether by action or failure to act, which has resulted in or could cause the loss of

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such qualification (whether or not eligible for review under the Internal Revenue Service’s Closing Agreement Program, Voluntary Compliance Resolution program or any similar governmental agency program);

     (f) Any trust maintained in connection with an Employee Plan (and from its establishment) has been exempt from federal income taxation under Code Section 501 and has not, at any time, had any "unrelated business taxable income" (as defined under the Code Section 512) and, to the knowledge of Seller, nothing has occurred with respect to the operation of any such Employee Plan that could cause the loss of such qualification of exemption or the imposition of any liability, penalty or tax under Law.

     (g) Except as disclosed in Schedule 3.20(g) , no written statement nor, to the knowledge of Seller, oral statement, has been made by the Seller or the Company to any Person with respect to any Employee Plan that was not in accordance with such Employee Plan and that could have a material adverse economic consequence to the Company or Buyer.

     (h) Except as disclosed in Schedule 3.20(h) , no retiree or other post-employment benefits are payable, either now or in the future, pursuant to any "Welfare Plan," as defined in ERISA Section 3(1), nor will any obligation to provide such benefits be incurred prior to the Closing Date, other than as required by COBRA or applicable state continuation coverage Laws.

     (i) Except as disclosed in Schedule 3.20 , no Employee Plan is subject to Code Section 409A.

      3.21 Material Contracts.

     (a) Schedule 3.21 (a) contains an accurate and complete list of all Contracts (other than those described in Schedule 3.17 or Schedule 3.18 , which are incorporated by reference into Schedule 3.21(a)), including all amendments thereto, to which the Company is a party, except for those Contracts which satisfy all of the following criteria (the " Material Contracts "): (i) which were entered into in the Ordinary Course of Business, (ii) under which the obligations of the Company have been or shall be fully discharged within one year from the date such obligation was entered into, and (iii) which either involve a single home sale to a customer or individually involve an obligation or liability on the part of the Company in any amount less than Twenty-Five Thousand Dollars ($25,000). The Company has made available to Buyer accurate and complete copies of all Material Contracts.

     (b) All of the Material Contracts are valid and binding obligations of the Company and, except as set forth in Schedule 3.21(b) , do not require the consent of any other party thereto to the sale of the Shares to Buyer hereunder to continue to be valid and binding. Except as set forth in Schedule 3.21(b) , (i) none of the payments required to be made by the Company under any of the Material Contracts has been prepaid more than thirty (30) days prior to the due date of such payment thereunder, and (ii) to the knowledge of Seller, there is not any existing default, or event which,

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with notice or lapse of time, or both, would constitute a default under any of the Material Contracts.

       (c) Except as set forth in Schedule 3.21(c) , the Company is not a party to any of the following:

     (i) any indenture, mortgage, note, guaranty, letter of credit, installment obligation, agreement, or other instrument relating to the borrowing of money or the guaranteeing of any obligation for the borrowing of money;

     (ii) any Contract that would limit the ability of the Company (or any manager or officer thereof) to compete in any line of business or with any Person or in any geographic area, or otherwise to conduct the Business as presently conducted, or to use or disclose any information in the possession of the Company;

     (iii) any license agreement, including any agreement with respect to any manufacturing rights granted to or by the Company; or

     (iv) any joint venture or similar agreement.

      3.22 Customers and Suppliers. Except as set forth in Schedule 3.22 , Seller has no knowledge of any intention of a "Significant Customer" (as defined below) of the Company or a "Significant Supplier" (as defined below) to terminate its business relationship with the Company or to limit or alter its business relationship with the Company in any material respect. The term " Significant Customer " means any of the ten (10) largest customers, by dollar volume, of the Company during the 2005 calendar year, and the term " Significant Supplier " means any of the ten (10) largest suppliers, by dollar volume, of the Company during the 2005 calendar year. Schedule 3.22 contains a true and correct list of the Significant Customers and Significant Suppliers of the Company and the dollar volume of business with each Significant Customer and Significant Supplier during calendar year 2005.

      3.23 Tax Returns and Taxes. The Company has (i) timely filed all Tax Returns which are required to be filed by the Company; and (ii) paid all Taxes due by or assessed against the Company (whether or not shown on any Tax Returns). All Tax Returns properly reflect the liabilities of the Company for Taxes for the periods, properties or events covered thereby. Except as set forth in Schedule 3.23 , no extensions of time in which to file any Tax Returns have been executed or filed with any taxing authority. The Company has not received any notice of assessment of additional Taxes and has not executed or filed with any taxing authority any agreement waiving or extending the period of assessment of any Taxes. There are no claims, examinations, Proceedings or proposed deficiencies for Taxes pending or, to the knowledge of Seller, threatened against the Company. The Company has withheld and paid over to the appropriate taxing authority all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor or other third party. Except as set forth in Schedule 3.23 , the accruals for Taxes contained in the Pre-Closing Balance Sheet are adequate to cover all liabilities for Taxes of the Company for all periods ending on or before the date of the Pre-Closing Balance Sheet, and include adequate provisions

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for all deferred Taxes. Except as set forth in Schedule 3.23 , all Taxes for periods beginning after the date of the Pre-Closing Balance Sheet, have been paid or are adequately reserved against on the books of the Company. Except as set forth in Schedule 3.23 , the Company has not been audited by the Internal Revenue Service or any other Governmental Authority within the past five years. The Company has not made any payments, is not obligated to make any payments, and is not a party to any agreement that under certain circumstances could require it to make any payments, that are not deductible under Section 280G of the Code. The Company does not have any liability for Taxes of any Person other than itself (i) under Section 1.1502-6 of the Treasury regulations (or any similar provision of state, local or foreign law), (ii) as a transferee or successor, (iii) by Contract or (iv) otherwise.

      3.24 Permits. Schedule 3.24 contains a complete and accurate list of all Permits (other than Environmental Permits) used by the Company in the operation or conduct of the Business or that relate to the Company’s assets as of the date of this Agreement. To the knowledge of Seller, except as set forth on Schedule 3.24, the Company’s Permits constitute all Permits that are necessary for the lawful operation or conduct of the Business as presently conducted and are required for the lawful use, lease, occupancy and ownership of the assets of the Company. To the knowledge of Seller and except as set forth in Schedule 3.24 , the Company is in compliance with each of the Permits, and no event has occurred which constitutes or, after notice or lapse of time or both, would constitute a breach or default under any of the Permits or would permit revocation or termination of any of the Permits.

      3.25 Intellectual Property Rights.

     (a) Except for non-transferable software licenses, the Intellectual Property Rights are all of the intellectual property rights used by, required in or necessary for the operation of the Business as currently conducted. Seller is the owner or licensee of all right, title and interest in and to each of the Intellectual Property Rights, free and clear of all Liens, and has the right to use without payment to a third party all of the Intellectual Property Rights, except as indicated in Schedule 3.25 .

     (b) Schedule 3.25 contains (i) a complete and accurate list and summary description of all Patents, Marks, Copyrights and Net Names, and (ii) sets forth all registrations and applications (and the status thereof) that have been submitted to any Governmental Authority with respect to such Patents, Marks, Copyrights and Net Names (" Registered Intellectual Property "). All necessary registration, maintenance and renewal fees currently due in connection with any Registered Intellectual Property have been made and all necessary documents, recordations and certifications in connection with such Registered Intellectual Property have been filed with the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be, for the purpose of maintaining such Registered Intellectual Property.

     (c) Except as indicated in Schedule 3.25 , the Company does not have, and does not pay or receive any royalties on, any licenses and other agreements relating to the Intellectual Property Rights.

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     (d) None of the Intellectual Property Rights has been or is the subject of any pending (or, to the knowledge of Seller, threatened) litigation or claim of infringement, or outstanding judgment, arbitration award, agreement or stipulation restricting in any manner the use, transfer or licensing thereof by the Company, or which may affect the validity, use or enforceability of the Intellectual Property Rights.

     (e) To the knowledge of Seller, the operation of the Business as it has been and currently is conducted has not, does not and will not infringe or misappropriate in any manner the intellectual property of any third party. To the knowledge of Seller, the Company has not received any written notice contesting its right to use any of the Intellectual Property Rights. To the knowledge of Seller, no Person has or is infringing or misappropriating any Intellectual Property Rights.

     (f) All Net Names have been registered in the name of the Company and are in compliance with all applicable law.

      3.26 No Pending Proceedings. Except as set forth in Schedule 3.26 , there is no Proceeding pending or, to the knowledge of Seller, threatened against or affecting the Company or any of its properties or assets, at law or in equity, nor does Seller have any knowledge of any reasonably likely basis for any such Proceeding, the result of which could materially adversely affect the Company, its assets or the transactions contemplated hereby. There are presently no outstanding Governmental Orders of any Governmental Authority or any arbitrator against or affecting the Company or any of its properties or assets.

      3.27 Compliance with Laws. Except as set forth in Schedule 3.27 , the Business of the Company has been conducted in compliance with all applicable Laws in all material respects. No notice, citation, summons or order has been assessed and no investigation or review is pending or, to the knowledge of Seller, threatened by any Governmental Authority with respect to any alleged violatio