FEATHERLITE INC
CONSIGNMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.31
<SEQUENCE>5
<FILENAME>featherlite021972_ex10-31.txt
<DESCRIPTION>CONSIGNMENT AGREEMENT
<TEXT>
                                                                   Exhibit 10.31


                              CONSIGNMENT AGREEMENT

ENTERED AS OF THE ____ DAY OF JANUARY, 2002

BETWEEN:          PREVOST CAR INC., a corporation duly incorporated under the
                  Laws of the Province of Quebec, Canada, and having its Head
                  Office at Ste-Claire, Province of Quebec, Canada,

                  (hereinafter referred to as the "Consignor")

AND:              FEATHERLITE, INC.
                  4441 ORANGE AVENUE
                  PORT OF SANFORD, FLORIDA 32771

                  (hereinafter referred to as the "Consignee")

WHEREAS the Consignor is engaged in the business of manufacturing Prevost Bus
Shells;

WHEREAS the Consignee is engaged in the business of manufacturing, selling,
marketing and distributing motor home and/or VIP coaches;

WHEREAS the Consignee intends to take in consignment Prevost Bus Shells in order
to convert said shells into well-equipped motor homes and/or VIP coaches;

WHEREAS, until now, the Consignor and the Consignee have entered into various
consignment agreements with respect to Prevost Bus Shells delivered by the
Consignor to the Consignee for conversion into well-equipped motor homes and/or
VIP coaches;

WHEREAS from the date of this Consignment Agreement (this "Agreement") into the
future, the parties intend to govern their relationship with respect to Bus
Shells provided, by way of consignment, by the Consignor to the Consignee under
this single Agreement;

THEREFORE, in witness thereof, the parties hereby agree and covenant:

1.       Consigned Bus Shells

         1.1      The Consignee has selected to hold in consignment the Bus
                  Shells delivered by the Consignor listed in one or more
                  versions of Schedule "A" now or hereafter attached hereto,
                  with the specification described in Appendix 1 to Schedule
                  "A";

                  (Prevost Bus Shells delivered under consignment by Consignor
                  to Consignee are hereinafter individually referred to as a
                  "Shell" and collectively referred to as the "Shells").

         1.2      The Consignor agrees, subject to the terms and conditions
                  hereinafter set forth, to deliver to the Consignee, on a
                  consignment basis, each Shell on the date agreed upon in
                  Schedule "A" or at any such other time agreed upon in writing
                  between the parties.

2.       Terms

         With respect to each Shell, this Agreement is for a term of four (4)
         months, commencing on the date of delivery of the Shell to the
         Consignee, except as otherwise agreed in writing by the parties.

3.       Consignment Fee and Security Deposit

         3.1      The Consignee agrees and shall pay to the Consignor the
                  consignment fee and the security deposit (the "Security
                  Deposit") referred to in Schedule "A";

         3.2      The Consignor may, at its own option, retain the Security
                  Deposit, as liquidated damages or it may be applied by the
                  Consignor against any actual loss, damage or injury
                  attributable to the Consignee hereunder;

         3.3      The amount of the Security Deposit shall, at any given time,
                  be at least equal to $15,000.00 U.S. funds per Shell subject
                  to this Agreement. Should the amount of the Security Deposit
                  be less than such amount, the Consignee agrees, upon written
                  request from the Consignor, to provide the Consignor with any
                  additional amount required in order for each Shell subject, at
                  any given time, to this Agreement, to be covered by a Security
                  Deposit of at least $15,000.00 U.S. funds.

<PAGE>


4.       Right of property-Use-Care - Operation of a Shell

         4.1      Nothing in this Agreement shall be deemed to have transferred
                  to the Consignee the right of property or the title on a Shell
                  or in any way be interpreted as such. Unless otherwise
                  purchased by the Consignee in accordance with the terms of the
                  Agreement, a Shell shall remain the sole property of the
                  Consignor and the Consignee shall not sell, alienate or
                  otherwise dispose of a Shell which shall at all times be used
                  and employed in accordance with this Agreement.

         4.2      Unless otherwise purchased by the Consignee in accordance with
                  the terms of the Agreement, title to a Shell shall at all
                  times remain to the Consignor and the Consignee shall protect
                  and defend, at its own cost and expense, the title of the
                  Consignor from and against any and all claims, liens and/or
                  legal proceedings whatsoever.

         4.3      The Consignee shall not pledge, grant a security, interest or
                  lien, loan (except a general security interest in inventory
                  subject to not violating Section 9.1.8 below) or part with the
                  possession of a Shell, or remove the same from the Continental
                  United States and Canada.

         4.4      The Consignee shall bear, and the Consignee hereby assumes,
                  all risk and liability for (and the Consignee shall save, and
                  does hereby indemnify the Consignor and agree to hold the
                  Consignor harmless from any and all claims, liens, demands or
                  liability arising out of) the loss of or damage to a Shell
                  from the use, operation, maintenance and storage thereof and
                  for the injury or death to persons and/or damage to property
                  howsoever arising therefrom or because thereof during the
                  duration of the consignment or from or because of the
                  condition of a Shell after use by the Consignee, provided
                  Consignee's indemnity obligation shall exclude any of the
                  foregoing arising in connection with or as a result of the
                  condition of a Shell or defects in a Shell not caused by
                  Consignee.

         4.5      The indemnities and assumptions of liability herein provided
                  for shall continue in full force and effect notwithstanding
                  the termination of the Agreement whether by expiration of
                  time, by operation of law or otherwise.

         4.6      The delivery of a Shell shall be made, F.O.B., Consignor's
                  premises at Ste-Claire, Province of Quebec, Canada.

         4.7      On delivery the Consignee shall inspect a Shell and execute a
                  certificate of acceptance stating that based on the inspection
                  a Shellis:

                  4.7.1    in good operating order, repair and appearance;

                  4.7.2    in accordance with the specifications described in
                           Appendix 1 to Annex "A"; and,

                  4.7.3    suitable for the purposes of the Consignee.

         4.8      The Consignee shall pay all license fees, assessments or other
                  governmental charges, sales and/or use taxes (or provide the
                  Consignor with sufficient basis for claiming an exemption
                  therefor), gross receipts and other tax or taxes now or
                  hereafter imposed, levied or assessed by any state, federal or
                  local government or agency upon a Shell, or upon the use or
                  operation thereof, or upon the receipt of Consignment Fee
                  therefor or earnings arising therefrom (excluding, however,
                  taxes imposed on Consignor's net income) before the same shall
                  become in default or subject to the payment of any penalty or
                  interest, including but not limited to, the cost of all
                  licenses, tags and inspections required by law. The Consignee
                  shall supply the Consignor with receipts or other evidence of
                  payment reasonably satisfactory to the Consignor. The
                  Consignee shall promptly reimburse the Consignor for all
                  property taxes or levies assessed upon a Shell paid by the
                  Consignor, however there shall be no obligation of the
                  Consignor to make payment of any property taxes or levies
                  assessed upon a Shell.

         4.9      Consignor acknowledges that the Consignee is taking in
                  Consignment the Shells from the Consignor so that the
                  Consignee can outfit the Shells as well-equipped motor homes
                  and/or VIP coaches for demonstration and eventual sale.

<PAGE>


         4.10     The Consignee may install and attach to a Shell only those
                  additional items of property and furnishings in accordance
                  with the Prevost Bus Shell Manual for interior designers and
                  system manufacturers.

                  With respect to all items of property attached or installed to
                  each Shell that are not fully paid by the Consignee and free
                  and clear of any and all liens, security interests and
                  encumbrances, the Consignee covenants and agrees that, should
                  the Consignor reacquire possession of a Shell in accordance
                  with Sections 4.15 and 4.16, the Consignee shall be obligated
                  to obtain from its creditors all instruments or documents as
                  may be necessary in order for such items of property to be
                  free and clear of any and all liens, security interests and
                  encumbrances.

          4.11    Once items of property are attached or installed to a Shell,
                  they shall only be removed, separated or disassembled if, (i)
                  pursuant to such a removal, separation or disassemblage, the
                  Shell remains fully suitable for immediate resale as a motor
                  home and/or VIP Coach, without any further alteration or
                  addition, or (ii) to the extent that item (i) above will be
                  violated, property is promptly attached or installed in order
                  for the Shell to constitute a motor home and/or VIP Coach
                  fully suitable for immediate resale, without any further
                  alteration or addition.

         4.12     The Consignee shall, at all times;

                  4.12.1   keep and maintain each Shell in good working order,
                           repair and appearance (subject to the conversion of
                           Shells into well-equipped motor homes and/or VIP
                           coaches);

                  4.12.2   install and maintain on each Shell such insignia and
                           identification as the Consignor may designate;

                  4.12.3   make any and all necessary repairs and replacements
                           thereto in order that each Shell shall continue to
                           fulfill its intended function or use; and,

                  4.12.4   keep and operate each Shell as recommended in the
                           manufacturer's owners manual.

         4.13     The Consignor shall, at the Consignee's request, claim all
                  available manufacturer's warranties for each Shell to enable
                  the Consignee to obtain customary warranty service thereof,
                  and to benefit of all such warranties and to avail itself of
                  all such warranties and representations with respect to each
                  Shell.

         4.14     All replacements, repairs, parts and supplies, while at the
                  Consignee's expense (unless covered by Consignor's warranty),
                  shall, to the extent that such replacements, repairs, parts
                  and supplies, affect mechanical aspects of a Shell or its
                  structural integrity, be performed and supplied only by such
                  persons as shall be reasonably agreeable to the Consignor.

         4.15     Upon payment by Consigner pursuant to Section 4.16, all
                  replacements, repairs, parts, supplies, accessories,
                  equipment, devices or other items furnished or affixed to a
                  Shell under subparagraphs 4.11 or 4.12 hereof shall thereupon
                  become the Consignor's property, and the Consignee shall
                  deliver or cause to be delivered promptly to the Consignor all
                  instruments or documents as may be necessary to evidence the
                  Consignor's original and free, clear and unencumbered title
                  thereto and ownership thereof.

         4.16     Notwithstanding any provisions in this Agreement to the
                  contrary, the Consignor agrees that, should the Consignor
                  reacquire possession of a Shell, the Consignor shall then
                  reimburse to the Consignee at cost, the improvements made by
                  the Consignee on the Shell, it being understood that such
                  reimbursement shall be limited to the costs of labour, raw
                  material and overhead attributable to the Shell.

         4.17     The Consignee shall pay for and provide all labor, materials,
                  services, lubricants, parts and other supplies or items
                  consumed by, or required for, or in connection with the use of
                  a Shell.

         4.18     The Consignee shall observe and comply with, perform and
                  execute, all laws, rules, regulations or orders of all state,
                  provincial, federal and local governments or agencies which in
                  any way affect or relate to, or are applicable to the Shells,
                  or the use, operation, maintenance or storage thereof, and
                  shall not use the Shells for any illegal purpose.

<PAGE>


         4.19     The Shells shall be operated in a careful manner only by
                  licensed, experienced and qualified drivers who are either
                  employed by the Consignee or accompanied by the Consignee or
                  its employees or agents, and the Consignee agrees that it or
                  its drivers shall not transport or permit to be transported in
                  a Shell intoxicating liquors, narcotics or any other
                  substances in violation of any state, provincial, federal and
                  local laws.

         4.20     The Consignee shall not use, operate maintain or store a Shell
                  improperly, carelessly or in violation of this Agreement or
                  any instructions furnished by the manufacturer of the Shell;
                  nor install, store or operate the same in areas or on surfaces
                  other than as recommended by the manufacturer of the Shell.

         4.21     From time to time, during the term of the consignment, upon
                  reasonable prior notice given by the Consignor, the Consignee
                  shall, at any reasonable time, permit the Consignor, its
                  agents or representatives to enter Consignee's premises and
                  inspect the Shells, and its manner of use, provided that any
                  information collected by the Consignor shall be kept
                  confidential.

         4.22     The Consignee shall hold the Shells in Consignment at the
                  following location:

                  1601 DOLGNER PLACE OR 4441 ORANGE BLVD.
                  SANFORD, FLORIDA, 32771;

                  the Consignee shall not, without any written permission from
                  the Consignor, remove the Shells from such location except for
                  any F.M.C.A. Rallies, VIP Rallies, other recreational vehicle
                  shows, or open houses and other demonstrations of Consignee.

5.       Representations and Non-Liability of the Consignor

         5.1      Each Shell shall be covered by Consignor's warranty provisions
                  applicable thereto, which warranty shall be attached to the
                  Appendix 1 to Schedule A applicable to a Shell.

         5.2      Except pursuant to the terms of Consignor's warranty
                  applicable to a Shell, Consignor shall not be liable to the
                  Consignee for any loss, damage or expense of any kind or
                  nature whatsoever caused, directly or indirectly by a Shell
                  itself or consequently to the use, maintenance, handling or
                  storage thereof, or the repairs, servicing or adjustments
                  thereto, or because the same is, or has become, unsuitable or
                  unserviceable, or by any interruption of service or loss of
                  use thereof, or for any loss of business or damage whatsoever
                  or howsoever caused.

6.       Insurance

         The Consignee shall always provide and maintain insurance to cover
         both, the Consignor and the Consignee, against claims of third persons
         and property damage as follows: Standard Bodily Injury Liability and
         Property Damage coverage, including guest and extraterritorial coverage
         protecting the Consignor, Consignee and Consignee's authorized drivers
         with respect to their liability for injuries and/or death to third
         persons and damage, destruction or loss of use of property of third
         persons. Said liability insurance coverage shall have minimum limits of
         $1,000,000.00 for injury to or death of any one person, and minimum
         limits of $2,000,000.00 for all persons, injured or killed in the same
         accident, and said property damage insurance shall have minimum limits
         of $1,000,000.00 for any one accident.

         6.2      The Consignee agrees to provide and maintain:

                  6.2.1    collision insurance coverage on the Shells with
                           minimum limits of $400,000.00 per Shell; and,

                  6.2.2    comprehensive physical damage insurance coverage for
                           loss and damage to the Shells due to fire, theft,
                           windstorm, flood and other risks and hazards with
                           minimum limits of $400,000.00 per Shell.

         6.3      The Consignee agrees that it shall cause to be immediately
                  reported to the Consignor, and also to the Consignor's
                  insurance company, all accidents and collisions, irrespective
                  of whether any injury, loss or damage is apparent, with full
                  detailed statement of circumstances, names of persons injured
                  and owners of property damaged, and listing of names and
                  addresses of all witnesses and shall cooperate fully, as
                  required, with the Consignor and its insurance company.

<PAGE>


         6.4      The inability for whatever reason of the Consignee to obtain
                  and maintain insurance coverage as established in paragraphs
                  6.1 and 6.2 shall constitute a default of the Consignee under
                  the terms of the Agreement.

         6.5      All said insurance shall be in forms and with companies
                  reasonably satisfactory to the Consignor. All insurance for
                  loss or damage shall provide that losses, if any, shall be
                  payable to the Consignor, and all such insurance shall be in
                  the joint names of the Consignor and the Consignee.

         6.6      The Consignee shall cause to be delivered to the Consignor a
                  certificate of insurance whereby each insurer shall agree that
                  it shall give to the Consignor thirty (30) days prior written
                  notice of the effective date of any alteration, non-renewal or
                  cancellation of such policies.

         6.7      The Consignee hereby irrevocably appoints the Consignor as
                  Consignee's attorney-in-fact to make claim for, receive
                  payment of, and execute and endorse all documents, checks or
                  drafts received in payment for loss or damage to the Shells
                  under any said insurance policies.

         6.8      In case of default or failure of the Consignee to obtain and
                  maintain said insurance or to comply with any other provision
                  of the Agreement, the Consignor shall have the right, but
                  shall not be obligated, to effect such insurance or compliance
                  on behalf of the Consignee, at Consignee's expense.

7.       Damage to a Shell

         7.1      Should a Shell be damaged by reason of any cause, and be
                  capable of repair, the Consignee shall repair the same at its
                  own expense, as quickly as circumstances permit, without any
                  abatement of Consignment Fee.

         7.2      Should a Shell be lost, stolen, destroyed or damaged beyond
                  repair by any cause whatsoever, this Agreement shall terminate
                  immediately with no abatement of Consignment Fee and the
                  Consignor shall have no further obligation to the Consignee
                  under this Agreement or be required to furnish a replacement
                  Shell.

         7.3      The Consignor shall not be liable for any loss of profits or
                  other consequential damage or other inconveniences resulting
                  from the theft, damage, loss, destruction or disrepair of a
                  Shell (except to the extent covered by Consignor's warranty).

8.       Return of Shells

         Subject to the payment required by Consignor pursuant to Section 4.16,
         unless the Consignee has exercised its option to purchase a Shell under
         section 11 of the Agreement, at the expiration of this Agreement with
         respect to such Shell, the Consignee shall, at its own expense, return
         such Shell to the Consignor, or to the Consignor's designee, at such
         destination as the Consignor may designate and in the same operating
         condition, order, repair and appearance as when received, (reasonable
         wear and tear excepted).

9.       Termination of the Agreement

         9.1      The Consignee shall be in default under the Agreement and the
                  Consignor shall have the right to terminate the Agreement,
                  without notice, immediately upon the happening of any of the
                  following:

                  9.1.1    an attempted or actual assignment of this contract by
                           the Consignee without the Consignor's specific
                           written permission. Notwithstan-ding the foregoing,
                           the Consignee may sell its motor coach business
                           provided that the Consignor is notified of such sale
                           in writing at least fifteen (15) days in advance and
                           that the sale is approved in writing by the
                           Consignor, whose approval of such sale shall not be
                           unreasonably withheld. The Consignor reserves its
                           right to require, as a condition to the assignment of
                           this Agreement by the Consignee, that the Consignee
                           guarantees the obligation of its assignee under this
                           Agreement.

                           Notwithstanding anything to the contrary, (i) under
                           no circumstances will the Consignee be liable for any
                           obligation regarding Shells delivered to an assignee
                           of the Consignee after the date of an assignment
                           consented by the Consignor, and (ii) the Consignor
                           shall have no obligation to deliver Shells to an
                           assignee of the Consignee.

<PAGE>


                           As a condition precedent to the approval of any
                           assignment, the Consignor may require that the
                           assignee enter into a new consignment agreement with
                           the Consignor, under terms and conditions that are
                           satisfactory to the Consignor, which terms and
                           conditions may differ, in whole or in part, from the
                           terms and conditions contained in this Agreement.

                  9.1.2    an assignment by the Consignee for the benefit of its
                           creditors;

                  9.1.3    the established insolvency of the Consignee;

                  9.1.4    the institution of voluntary or involuntary
                           proceedings by or against the Consignee in bankruptcy
                           or under insolvency laws or a corporate
                           reorganization for receivership or for the winding-up
                           or dissolution of the distributorship;

                  9.1.5    the admitted insolvency of any partner of the
                           Consignee (if a partnership) or of any principal
                           stockholder (if a corporation);

                  9.1.6    the breach by the Consignee of any substantial
                           obligation assumed by it herein, if not remedied with
                           10 days after receipt of written notice by the
                           Consignor;

                  9.1.7    legal action against the Consignor by the Consignee
                           without giving a prior written notice of thirty (30)
                           days to the Consignor;

                  9.1.8    a Shell shall be subject to any security interest
                           securing the value of such Shell having priority over
                           the rights of the Consignor, which rights shall, at
                           all times until complete payment of a Shell by the
                           Consignee, be subject to a first priority security
                           interest;

                  9.1.9    the Consignee, in the Consignor's reasonable opinion,
                           has undergone a change which materially increases the
                           Consignor's risks under the Agreement.

         9.2      The Consignor shall not be held liable to the Consignee for
                  any loss or damage of any nature whatsoever resulting from any
                  such termination either directly or indirectly, and the
                  Consignee hereby releases the Consignor from any such
                  liability.

         9.3      Upon any termination of this contract, the Consignor may, at
                  its option:

                  9.3.1    declare all outstanding amounts specified herein as
                           required to be paid or to be assumed by the
                           Consignee, plus all reasonable attorney's fees to
                           become immediately due and payable;

                  9.3.2    enter the premises where the Shell may be found and
                           with or without demand or legal proceeding, take
                           possession of and remove the Shell, whereupon all
                           rights of the Consignee in the Shell shall terminate
                           absolutely (except for Consignor's payment obligation
                           pursuant to Section 4.16);

         9.4      The Consignee acknowledges and agrees that any Consignment Fee
                  to be retained by the Consignor hereunder shall not be as a
                  penalty but as liquidated damages or partial payment thereof.

         9.5      All remedies and rights of the Consignor contained herein are
                  cumulative and may to the extent permitted by law be exercised
                  concurrently or separately. No failure on the part of the
                  Consignor to exercise and no delay in exercising any right or
                  remedy herein shall operate as a waiver thereof, nor shall any
                  single or partial exercise by the Consignor of any right or
                  remedy herein preclude any other or further exercise thereof
                  or the exercise of any other right or remedy.

10.      Assignments by the Consignor

         10.1     The Consignor shall have the right to assign all or any part
                  of its rights hereunder. In such event, the assignee shall be
                  entitled to enforce the rights so assigned. The Consignee
                  agrees that it shall pay the Consignment Fee and all other
                  sums due by the Consignee hereunder directly to such assignee
                  after receipt of notice of such assignment and shall not be
                  subject to any defense or set-off.

<PAGE>


         10.2     The Consignee agrees that the Consignor may execute and
                  deliver chattel mortgages or other lien instruments upon the
                  Shell consigned hereunder, and that the Consignee's right
                  hereunder shall at all times be subject, junior and
                  subordinate in all respects, to the rights and remedies of the
                  holder of said liens provided that such holders shall comply
                  with the terms and conditions of the Agreement, and more
                  specifically, but without limitation, that the Consignee's
                  option to purchase under section 11 hereinafter shall remain
                  in force.

11.      Consignee's Option to Purchase

         11.1     Provided that this Agreement has not earlier terminated and
                  that the Consignee is not in default under the Agreement,
                  unless the Consignee agrees to purchase all of the Shells
                  under consignment with the Consignee, the Consignee has the
                  option to purchase, at any time during the term of this
                  Agreement, each Shell from the Consignor for the price
                  detailed in Schedule "A" attached to the Consignment Fee paid
                  to the Consignor at the date of purchase. The Consignee may
                  exercise this option by paying to the Consignor the purchase
                  price for one or more Shells; upon receipt thereof, the
                  Consignor shall deliver to the Consignee such instruments or
                  documents as may be necessary to evidence the Consignee's
                  free, clear and unencumbered title and ownership of such
                  Shells.

         11.2     Should the Consignee exercise its option to purchase a Shell,
                  then, from the date of exercise of such option and until
                  complete payment for the Shell by the Consignee, the Consignor
                  shall have a first rank security interest on the Shell, sale
                  and insurance proceeds relating thereto, as well as on all of
                  the Consignee's books and records relating to the foregoing
                  (collectively referred to as the "Collateral"). The Consignee
                  acknowledges and agrees that the Consignor shall be entitled
                  to file its rights under such security interest in any
                  jurisdictions that it sees fit, and require that the Consignee
                  obtain from its secured creditors, if need be, any
                  subordination in favour of the Consignor, necessary in order
                  to enable the Consignor to maintain, at all times, until
                  complete payment by the Consignee, its first rank priority
                  over the Collateral.

12.      Notice

         Any notice, request or demand required or intended to be given by one
         party to the other must be in writing and shall be deemed sufficient
         and completed by delivery of the same personally or six (6) days after
         mailing the same by Canadian or U.S. postage, registered or certified
         mail, directed to the other party at the above specified address of
         such party or such other address as may hereafter be designated in
         writing.

13.      Interpretation

         13.1     The present Agreement shall be governed, construed,
                  interpreted, and executed according to the laws of the State
                  of Florida. The parties hereby agree and undertake that any
                  claims, demands, lawsuits, actions or proceedings of any
                  nature whatsoever, resulting of or relating to this Agreement,
                  shall be brought exclusively before a Court or a judge having
                  jurisdiction in Seminole County, State of Florida.

         13.2     This Agreement is entered into by the Consignor in the City of
                  Ste Claire, Quebec, Canada, and by the Consignee in the City
                  of Cresco, Iowa, United States of America

         13.3     The present Agreement shall inure to the benefit of, and be
                  binding upon the parties hereto their heirs, executors,
                  administrators, successors, and assigns.

14.      Severability

         If any provision of the Agreement is invalid or unenforceable under the
         laws of the place where it is to be performed, the Consignor may elect
         either to terminate the Agreement in its entirety, or to consider the
         Agreement divisible as to such inoperative provision, and to continue
         the remainder of this agreement in full force and effect as if such
         provision had not been included herein.

15.      Language

         Il est de la volonte expresse des parties que le present Contrat de
         Consignation, et tous les documents qui s'y rattachent, soient rediges
         en langue anglaise, exception faite des documents pour lesquels la loi
         exige l'usage exclusif du francais. It is the express will of the
         parties hereto that this Consignment Agreement and any documents
         relating hereto, other than those which by law must be written in
         French, shall be drawn up in the English language.

<PAGE>


IN WITNESS WHEREOF, the parties hereto have caused this contract to be executed
in duplicate, in the manner appropriate to each, at the place, day and year
first written above.

CONSIGNOR:  PREVOST CAR INC.


BY:         /s/ Rene Begin
            ---------------------------------


TITLE:      Secretary
            ---------------------------------


WITNESS:    /s/ Richard Sullivan
            ---------------------------------




CONSIGNEE:  FEATHERLITE, INC.


BY:         /s/ James S. Wooley
            ---------------------------------


TITLE:      V.P., C.O.O.
            ---------------------------------


WITNESS:
            ---------------------------------

<PAGE>


                              CONSIGMENT AGREEMENT
                                  SCHEDULE "A"


In accordance with the provisions of a Consignment Agreement entered into as of
January _____, 2002 between Prevost Car Inc. ("the Consignor") and Featherlite,
Inc. ("the Consignee") the parties agree as follows :

1.       Consigned Bus Shell

         1.1      As hereinafter referred to, the Consignee has selected to hold
                  in consignment the following Shell (s), which Shell (s) will
                  be delivered to the Consignee on the delivery date, with the
                  specifications described in Appendix I; the Consignee agrees
                  and shall pay at the date of payment, to the Consignor, the
                  consignment fee agreed upon;

<TABLE>
<CAPTION>
=============================================================================================
               SHELL (S) SERIAL     DELIVERY    CONSIGMENT FEE     DATE OF     TOTAL VALUE
               NUMBER                 DATE      (U.S. FUNDS)       PAYMENT
---------------------------------------------------------------------------------------------
<S>            <C>
   1.1.1
---------------------------------------------------------------------------------------------
   1.1.2
---------------------------------------------------------------------------------------------
   1.1.3
=============================================================================================
</TABLE>


2.       Security Deposit

         2.1      In addition to the Consignment Fee, the Consignee has
                  deposited with Consignor a deposit which is being held by the
                  Consignor to insure the Consignee's compliance with all the
                  terms and conditions of the Agreement.

3.       Part of the Contract

         3.1      This Schedule "A" is made part of the Consignment Agreement
                  with the same force and effect as if set forth in the
                  Consignment Agreement itself.


EXECUTED BY THE CONSIGNOR IN THE CITY OF STE-CLAIRE, PROVINCE OF QUEBEC, CANADA,
THIS ____ DAY OF ____________ 20___

PREVOST CAR INC.

BY:
    ---------------------------------
    "The Consignor"

EXECUTED IN THE CITY OF CRESCO, STATE OF IOWA, UNITED STATES OF AMERICA, THIS
_____ DAY OF ______________ 20____.

FEATHERLITE, INC.

BY:
    ---------------------------------
    "The Consignee"

</TEXT>
</DOCUMENT>
