CUSTODIAL AGREEMENT



         This CUSTODIAL AGREEMENT (the "Agreement") is entered into as of

January 7, 2003, by and among OMI NOTE TRUST 2003-A, a Delaware business trust

(the "Issuer"), each person identified as an "Debtor" in a Joinder Supplement

executed pursuant hereto (together with the Issuer, the "Debtors"), CREDIT

SUISSE FIRST BOSTON, NEW YORK BRANCH, as agent under the Note Purchase Agreement

referred to below (together with its successors in such capacity, the "Note

Agent"), OAKWOOD ACCEPTANCE CORPORATION, LLC, individually ("OAC"), as Seller

(together with its successors in such capacity, the "Seller") and Subservicer

(together with its successors in such capacity, the "Subservicer"), OAKWOOD

SERVICING HOLDINGS CO., LLC ("OSHC"), as Servicer (together with its successors

in such capacity, the "Servicer"), JPMORGAN CHASE BANK, as the custodian

hereunder (together with its successors in such capacity, the "Custodian") and

as Indenture Trustee under the Indenture referred to below (together with its

successors in such capacity, the "Indenture Trustee") and each person identified

as a "Secured Party" in a Joinder Supplement executed pursuant hereto (together

with the Indenture Trustee, the "Secured Parties"). All capitalized terms used

herein without definition shall have the respective meanings assigned thereto in

the Sale and Servicing Agreement.



                              W I T N E S S E T H:



         WHEREAS, OAC originates loans financing the purchase of manufactured

housing pursuant to (a) installment sales contracts secured by first priority

liens on the manufactured housing sold or (b) promissory notes secured by

mortgages or deeds of trust on such manufactured housing and the real property

on which such manufactured housing is or will be located, and indirectly assigns

such loans, contracts, notes, mortgages, deeds of trust and collateral to the

Issuer; and



         WHEREAS, pursuant to the Class A Note Purchase Agreement, dated as of

the date hereof (as amended, supplemented or otherwise modified from time to

time, the "Note Purchase Agreement"), among the Purchasers parties thereto, the

Note Agent, OAC, as Seller and as Subservicer, OSHC, as Servicer, Ginkgo

Corporation, as Transferor (together with its successors in such capacity, the

"Transferor"), Oak Leaf Holdings, LLC, as Depositor (together with its

successors in such capacity, the "Depositor"), and the Issuer, Purchasers have

agreed to purchase interests in the Class A Notes from the Issuer to provide

financing for the purchase by the Issuer of retail installment sale contracts

for certain manufactured housing and of certain mortgage loans;



         WHEREAS, pursuant to the Sale and Servicing Agreement, dated as of the

date hereof (the "Sale and Servicing Agreement"), among the Seller, the

Servicer, the Subservicer, the Depositor, the Transferor, JPMorgan Chase Bank,

as Backup Servicer, Indenture Trustee and



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Custodian, the Seller has transferred to the Transferor, the Transferor has

transferred to the Depositor, and the Depositor has transferred to the Issuer,

such retail installment sale contracts and mortgage loans;



         WHEREAS, pursuant to the Indenture, dated as of the date hereof (the

"Indenture"), between the Issuer and the Indenture Trustee, the Issuer has

granted to the Indenture Trustee a security interest in, among other things, all

of the Receivables and the related Files (as defined therein) for the purpose of

securing the due and punctual payment of all amounts due from the Issuer under

the Notes issued pursuant thereto;



         WHEREAS, pursuant to the Sale and Servicing Agreement, the Seller has

agreed to deliver certain Files to the Custodian;



         WHEREAS, the Indenture Trustee desires that the Custodian hold certain

Files and other documents related thereto as Custodian for, and bailee of, the

Indenture Trustee;



         WHEREAS, each other Secured Party executing any Joinder Supplement

desires that the Custodian hold certain Files and other documents related

thereto as Custodian for, and bailee of, such Secured Party;



         NOW, THEREFORE, in consideration of the premises and of the mutual

covenants and agreements contained herein, the parties hereto hereby agree as

follows:



                  SECTION 1.        DEFINITIONS. For the purposes of this

Agreement, in addition to the definitions set forth above, the following terms

shall have the following meanings:



                  "Bailee Letter" shall mean a letter substantially in the form

of Exhibit B attached hereto, accompanying a shipment of Contract Files or

Mortgage Loan Files by the Custodian to another Person.



                  "Contract" shall mean each retail installment sales contract

and security agreement or installment loan agreement and security agreement that

has been executed by an obligor and pursuant to which such obligor (i) purchased

the manufactured home described therein, (ii) agreed to pay the deferred

purchase price or amount borrowed, together with finance charges, as therein

provided in connection with such purchase or loan, (iii) granted a security

interest in such manufactured home to the originator of such contract and (iv)

undertook to perform certain other obligations as specified in such contract or

loan agreement.



                  "Delivery Letter" shall mean a letter substantially in the

form of Exhibit C hereto.

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