THIS CONSULTING AGREEMENT (the "Agreement"), is made and entered into as of September 5, 2000,
by and between Champion Enterprises, Inc, a Michigan corporation (the "Corporation"), and Joseph H.
W I T N E S S E T H:
WHEREAS, Consultant is experienced in the financial matters of large, publicly held companies and the business
of the Corporation; and
WHEREAS, the Corporation desires to retain Consultant and has offered to engage Consultant to render
consulting and advisory services to the Corporation.
NOW, THEREFORE, in consideration of the premises, as well as for other good and valuable consideration (the
receipt and sufficiency of which is hereby acknowledged), the Corporation and Consultant agree as follows:
1. Services to be Performed. The Corporation engages Consultant to perform, and Consultant hereby accepts
such engagement and agrees to perform, services as a consultant and advisor to the Corporation as may
reasonably be requested by the President of the Corporation from time to time.
2. Extent and Place of Services. During the term of this Agreement, Consultant shall make available to the
Corporation the benefit of his knowledge, experience and advice on such matters, at such times and in such
manner as shall be requested by the President of the Corporation. Services to be performed by Consultant
pursuant to this Agreement shall be performed at such times and at such places as shall reasonably be determined
by the President of the Corporation but shall not require relocation or extensive travel.
3. Compensation and Expenses. As compensation for Consultant's services hereunder, the Corporation shall pay
to Consultant 75,000 shares of the common stock of Corporation. The shares shall be transferred to Consultant
on or shortly after January 2, 2001 and Corporation will promptly undertake to register the shares for federal
securities laws purposes. Corporation shall reimburse Consultant for reasonable out of pocket ex