MASTER INDUSTRIAL DEVELOPMENT LEASE AGREEMENT



                                    between



                    THE INDUSTRIAL DEVELOPMENT BOARD OF THE

                          CITY OF HUMBOLDT, TENNESSEE



                                      and



                         AMERICAN WOODMARK CORPORATION



                         Dated as of December 15, 2000



This Instrument Prepared By:



G. Griffin Boyte

Warmath and Boyte

314 N. 22nd Avenue

P.O. Box 406

Humboldt, TN 38343-0406

(901) 784-1550

{PAGE}



     THIS MASTER INDUSTRIAL DEVELOPMENT LEASE AGREEMENT ("Lease or Agreement")

is entered into as of December 15, 2000, by and between THE INDUSTRIAL

DEVELOPMENT BOARD OF THE CITY OF HUMBOLDT, TENNESSEE, a public non-profit

corporation organized and existing under the laws of the State of Tennessee

("Board or Lessor") and AMERICAN WOODMARK CORPORATION, a corporation organized

and existing under the laws of the State of Virginia ("Lessee"),



                                    RECITALS



     1.  Chapter 210 of the Public Acts of the State of Tennessee of 1955,

constituting Chapter 53 of Title 7 of the Tennessee Code Annotated, as amended

and supplemented (the "Act"), authorizes Lessor to acquire, own, lease and/or

dispose of property, structures, equipment and facilities for industry,

commerce, distribution and research, in order to create or preserve jobs and

employment opportunities and improve the economic welfare of the people of the

State of Tennessee.



     2.  Lessor has found and determined, and hereby finds and determines, that

the industrial, commercial and economic welfare of the State of Tennessee will

benefit by the Project (as hereinafter defined).



     3.  Lessor is authorized by the Act to issue industrial development revenue

notes to defray the cost of acquiring, constructing, installing and equipping

facilities such as the Project and to secure the note(s) as provided in the Act.



     4.  To induce Lessee to operate a manufacturing facility in the City of

Humboldt, Gibson County, Tennessee, Lessor is the owner of the Land (hereinafter

defined) previously acquired from the City of Humboldt, Tennessee, and Lessor

will construct, or cause to be constructed, a Building (hereinafter defined) and

acquire and install, or cause to be acquired and installed, the Equipment

(hereinafter defined) thereon in accordance with Lessee's requirements, and

Lessor will lease said Land, Building and Equipment to Lessee under the terms

and conditions of this Agreement.



     5.  To obtain funds for the construction and equipping on the Land of the

Building and Equipment, Lessor will issue and sell its 2000-1 Note (hereinafter

defined) under and pursuant to the Act. The 2000-1 Note will be secured by the

Deed of Trust, Security Agreement and the Assignment (all hereinafter defined).



     6.  Lessor has been authorized by resolutions duly adopted by the City of

Humboldt, Tennessee, and Gibson County, respectively, to negotiate and enter

into an agreement with Lessee to make payments in lieu of taxes, according to

the provisions set forth in this Lease, and Lessor has obtained all consents and

approvals, if any, required by the provisions of Tennessee law for the issuance

and delivery from time to time of the Notes and the execution and delivery of

this Agreement, the Deeds of Trust and the Assignment.



     7.  Lessor has determined and found that the payments in lieu of ad valorem

tax agreement entered into with Lessee in connection with the leasing of the

Project, as set forth in Article IV hereof, is in furtherance of Lessor's public

purposes, as defined in the Act, including, without limitation, Section 7-53-305

of the Act.



     8.  Lessor is authorized and empowered by the provisions of the Act to

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