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EXHIBIT 10.2 FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT

Stock Purchase Agreement

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 This Stock Purchase Agreement involves

CHAMPION ENTERPRISES INC | Champion Retail, Inc | Bayshore Advantage LLC

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Title: EXHIBIT 10.2 FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
Date: 11/1/2006
Industry: Construction Services    

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FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT

     FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (“Amendment”), dated September 21, 2006, by and among Champion Retail, Inc., a Michigan corporation (“Seller”), Bayshore Advantage LLC, a Delaware limited liability company (“Buyer”), and the other parties thereto.

     The parties have entered into a Stock Purchase Agreement, dated September 8, 2006 (the “Purchase Agreement”), for the purchase by Buyer of the equity interests of San Jose Advantage Homes, Inc., a California corporation. The parties wish to amend the Purchase Agreement as provided herein.

     NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows:

1. The first sentence of Section 2.1 of the Purchase Agreement



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