February
      7, 2007




Donald
      W.
      Wallace


1801
      Bayshore Blvd.


Tampa,
      FL
      33606







Dear
      Don:




Re:
            Retirement
                Agreement




Reference
      is made to that certain Non-Compete and Covenant Agreement, dated May 14, 2004
      (the “Covenant Agreement”) by and among you, RV Acquisition Inc., Bruckmann,
      Rosser, Sherrill & Co II, L.P. (“BRS”) and Lazy Days’ R.V. Center Inc. (the
“Company”) and to that certain Employment Agreement, dated May 14, 2004 (the
“Employment Agreement”) by and among you, the Company, RV Acquisition Inc. and
      BRS. You have advised us of your desire to retire from your service as an
      employee, officer and board member of each of Lazy Days R.V. Center Inc., LD
      Holdings Inc. and RV Acquisition Inc. (collectively the “LD Companies”) and you
      have requested that such retirement not take effect until August 2, 2007. You
      hereby agree to the following:




(A)  Board
      membership and compensation .
      You
      hereby voluntarily retire from your membership on the board of directors of
      each
      of the LD Companies effective immediately. You acknowledge that you will hereby
      cease to receive compensation pursuant to Section 4(g) of the Covenant
      Agreement.




(B)  Retirement
      from Employment and Board Membership .
      You
      hereby voluntarily retire, effective as of August 2, 2007, from your employment
      with each of the LD Companies in any position you may hold, including your
      position as Chairman. From the date of this Retirement Agreement until your
      retirement on August 2, 2007 you shall not have any specific responsibilities
      in
      connection with your employment; provided, that (1) nothing herein shall be
      construed as a waiver of any fiduciary or other legal duties that you may owe
      to
      the LD Companies as an employee or otherwise and (2) you agree to be available
      on reasonable notice for consultation to John Horton, if requested. You agree
      that, effective August 2, 2007, except as set forth in Section C and Section
      E
      hereof, you will not be entitled to any compensation or benefits of any kind,
      and you further agree that none of the LD Companies will have any further
      obligation to you, including, but not limited to, any compensation or severance
      under the Employment Agreement or the Covenant Agreement; provided, however,
      that the foregoing shall not affect your right to receive a portion of the
      “Management Fee” pursuant to Section 5(iv) of that certain Management Agreement
      dated as of May 14, 2004 among Bruckmann, Rosser, Sherrill & Co., L.L.C. and
      the LD Companies. Through and following August 2, 2007, except as expressly
      set
      forth herein, the Covenant Agreement shall remain in full force and effect
      in
      all respects.




(C)  Compensation
      and Benefits .




(i)  From
      the
      date hereof until August 2, 2007, the Company agrees to continue to pay you
      a
      salary at a rate per annum equal to $1,074,700 payable in regular installments
      in accordance with the Company’s general payroll practices, which such amount
      shall be adjusted on May 14, 2007 to the amount that equals $1,074,700 increased
      by a percentage, the numerator of which is the Consumer Price Index for Urban
      Wage Earners and Clerical Workers, as published by the Bureau of Labor
      Statistics of the United States Department of Labor (the “CPI”), as of such
      anniversary date, and the denominator of which is the CPI as of May 14, 2006, *provided,
      however* ,
      that
      the base salary shall not be decreased pursuant to the terms of this Section
      C(i). **[In
      the event it is determined that the Company failed to make payment under the
      Covenant Agreement for the period from May 14, 2004 through May 31, 2004, the
      Company shall agree to pay you an amount equal to $83,334 at the time of your
      next payroll payment.]**




(ii)  From
      the
      date hereof until August 2, 2007, the Company further agrees that you will
      be
      entitled to participate in the pension, profit sharing, life insurance,
      disability insurance, hospitalization, major medical and other employee benefit
      plans of the Company. The Company, at its cost, shall also provide to you until
      August 2, 2007 equivalent hospitalization, major medical and other medical
      coverage for your wife and minor children to the extent that your wife and
      minor
      children are eligible. From August 2, 2007, you will be offered whatever
      benefits you are entitled to receive under the Consolidated Omnibus Budget
      Reconciliation Act of 1985 (“COBRA”). Information regarding COBRA including the
      monthly premiums, rates and election criteria will be forwarded to you under
      separate correspondence. The Company will cooperate with you to continue
      coverage, at your cost and expense, under the Company’s health insurance plan(s)
      for yourself, your spouse and your children for as long as such coverage can
      be
      continued under such plan(s) as in effect from time to time.




(iii)  The
      Company agrees to reimburse you for $1,936.95 in May 2007 which represents
      the
      grossed up amount of your semi-annual disability premiums on your personal
      disability policy No. 7099102AH.




(iv)  The
      Company shall reimburse you for all reasonable expenses incurred by you prior
      to
      August 2, 2007 in the course of performing your duties to the Company which
      are
      approved in advance by the Company, subject to the Company’s requirements with
      respect to reporting and documentation of such expenses.




(D)  Amendment
      of Covenant Agreement .




(i)  Section
      4(g) of the Covenant Agreement shall be deleted and replaced in its entirety
      by
      the following:




“[intentionally
      omitted]”




(ii)  Section
      4(h) of the Covenant Agreement shall be amended by deleting the phrase “as
      amended as of the date hereof” in clause (A)(i) and replacing it with “as
      amended from time to time.”




(iii)  Except
      as
      set forth in clauses (i) and (ii) above, the Covenant Agreement remains in
      full
      force and effect in all respects.




(E)  Mutual
      Release and Non-Disparagement Agreement .
      In
      consideration of the mutual promises and covenants set forth in this Retirement
      Agreement and in consideration of the Company’s agreement to pay you $1,000,000
      on the seventh day following your execution and delivery (but no earlier than
      August 2, 2007) of the Mutual Release and Non-Disparagement Agreement attached
      hereto as Exhibit
      A you
      agree (i) to execute and deliver the Mutual Release and Non-Disparagement
      Agreement contemporaneously herewith and (ii) to execute it again on or promptly
      following August 2, 2007, and the Company shall execute and deliver it to you
      on
      both of such dates. The $1,000,000 payment, which shall be subject to applicable
      withholding, is expressly conditioned upon your execution of both of the Mutual
      Release and Non-Disparagement Agreements as described in clauses (i) and (ii)
      above. The
      Company aggress to deliver the $1,000,000 payment in six equal installments
      to
      be payable monthly in arrears on the first day of each month beginning March
      1,
      2007 to a mutually acceptable escrow agent pursuant to an Escrow Agreement
      to be
      entered into within 10 days of the date of execution of this Retirement
      Agreement. You agree that you shall be entitled to the benefits provided for
      in
      Section C and to the payments provided for in this Section E if and only if
      you
      have not breached as of the date of final payment of the $1,000,000 the
      provisions of (i) Sections 2, 3 and 4(b)(ii) of the Covenant Agreement in
      any material respect, (ii) Sections 1 and 4 of the Covenant Agreement (other
      than Section 4(b)(ii)) and (3) the Mutual Release and Non-Disparagement
      Agreement, and do not breach such provisions at any time during the period
      for
      which such payments are to be made; *provided* ,
      that
      with respect to any breach of Section 3 of the Covenant Agreement, you
      shall be given the opportunity to cure such breach within 30 days.




(F)  Landlord
      Consent .
      Promptly following the Company’s request, you agree to cause I-4 Land Holding
      Limited Company (“I-4”) to execute and deliver a form of landlord consent
      substantially similar to the landlord consents executed by I-4 and delivered
      to
      Wells Fargo Foothill and Bank of America N.A. on May 14, 2004 with changes
      to
      reflect the underlying factual changes.




This
      Retirement Agreement shall be governed by the internal laws, and not the laws
      of
      conflicts, of the State of Florida.












Very
      truly yours,








LAZY
      DAYS’ R.V. CENTER INC.




By:  /s/
      John Horton




Name: 
      John Horton




Title:
      Chief Executive Officer






LD
      HOLDINGS INC.




By:   /s/
      John Horton


Name:
      John Horton




Title:
      Chief Executive Officer




RV
      ACQUISITION INC.




By:___________________________




Name:




Title:




Accepted
      and agreed as




of
      the
      date first written above:




/s/
        Donald W. Wallace