exhibit 10.6


FINANCIAL CONSULTING AND INVESTMENT BANKING AGREEMENT



        This AGREEMENT is made as of this 13th day of April, 2000, by and between HOLIDAY RV SUPERSTORES, INCORPORATED, a Delaware corporation having its principal office at 7851
N. Greenbriar Parkway, Orlando, Fl. (the "Company"), and SCHNEIDER SECURITIES, INC., a Colorado corporation having an office at 1120 Lincoln Street, Suite 900, Denver Colorado 80203
("SSI").


        In consideration of the mutual premises contained herein and on the terms and conditions hereinafter set forth, the Company and SSI agree as follows:


        1.     PROVISION OF SERVICES. The Company hereby retains SSI to
perform non-exclusive consulting services related to corporate finance and
investment banking matters, and SSI hereby accepts such retention and shall
undertake all reasonable efforts to perform for the Company the duties described
herein. In this regard, SSI shall devote such time and attention to the business
of the Company as shall be determined by SSI, in its sole discretion. 


        (a)     SSI agrees, to the extent reasonably required in the conduct of the
business of the Company, and at the Company’s written request to SSI’s
Senior Vice President of Corporate Finance (or such other person designated by
SSI), to place at the disposal of the Company its judgment and experience and to
provide business development services to the Company including the following:


        (i)         advice with regard to stockholder relations and public relations matters, and


        (ii)    evaluation of financial matters and assistance in financial arrangements
and investment banking transactions, including assistance and advice with regard
to maximization of shareholder value and merger and acquisition candidates.


        (iii)   
SSI agrees to prepare and disseminate, or cause the preparation and
dissemination of, a “Corporate Profile” and/or “Research
Report” in compliance with applicable state and federal securities laws,
within ninety (90) days of the date hereof or by such other date mutually agreed
upon by and between SSI and the Company. The content of, and recommendations
expressed in, the Research Report or Corporate Profile shall be determined by
SSI, in its sole discretion. SSI shall cause such Research Report or Corporate
Profile to be updated, as warranted, in SSI’s sole discretion.


        (b)    At SSI’s request, the Company will provide “due diligence”
presentations to Registered Representatives of SSI and other brokerage firms.
SSI agrees to use reasonable efforts to arrange such meetings. 


        (c)    Notwithstanding the foregoing, SSI shall provide general services to the
Company in connection with mergers, acquisitions, consolidations, joint
ventures, divestitures and similar corporate finance transactions; however,
subject to paragraph 3(d) below, for each such specific transaction or
transactions, SSI and the Company will formalize their arrangement in a separate
agreement at the time specific service is provided. 


        (d)    SSI shall use reasonable efforts in furnishing advice recommendations,
and for this purpose SSI shall at all times maintain or keep and make available
qualified personnel or a network of qualified outside professionals for the
performance of its obligations under this Agreement, as its sole expense. To the
extent reasonably practicable, SSI shall so use its own personnel rather than
outside professionals.





        (e)    The Company shall use reasonable efforts to invite a representative
appointed by SSI to attend and participate in at least one meeting of its Board
of Directors for every year that this Agreement is in effect. The Company shall
provide notice of such meeting each year to SSI at least two (2) weeks prior to
the date that the meeting is scheduled to occur. SSI will use its reasonable
efforts to attend any other meetings of the Company’s Board of Directors to
which the Company requests SSI’s attendance. Any expenses incurred by SSI
in attending such meetings shall be borne by the Company.


        2.     TERM. Unless otherwise provided for in this Agreement,
SSI’s retention hereunder shall be for a term of one (1) year, commencing
on the date of this Agreement and expiring on the second anniversary date of
this Agreement (the “Termination Date”). Except as provided for in
paragraph 8 below, SSI may not terminate this Agreement without the written
consent of the Company prior to the Termination Date. In the event that the
Company desires to terminate this Agreement without “cause”, prior to
the Termination Date, it shall provide SSI with at least sixty (60) days prior
written notice of its intention to terminate this Agreement and this Agreement
shall so terminate following the expiration of this sixty (60) day period,
without any further responsibility for either party; provided, however, that SSI
shall be entitled to receive all compensation and un-reimbursed expenses, if
any, outstanding as of the date of termination, unless such termination is for
“cause,” the Warrant (as defined below) shall terminate as to any
un-exercised portion thereof. 


        3.          COMPENSATION.  In consideration for the services provided by SSI hereunder, the Company shall


        (a)         pay to SSI the sum of $80,000 as follows:  $20,000 payable upon the execution of this Agreement and the remaining $60,000 in equal semiannual installments, every six months
         over the remaining term of this Agreement:


        (b)         [Intentionally Omitted]; and


        (c)    issue to SSI a warrant (the “Warrant”) to purchase up to
350,000 shares of the common stock of the Company (the “Underlying Common
Stock”) on the following terms: 150,000 shares at a per share price of
$5.00 (the “Strike Price”), 100,000 shares at a Strike Price of $7.50
per share and 100,000 shares at a Strike Price of $10.00 per share. The Warrant
shall be issued to SSI in the form of a warrant agreement (the “Warrant
Agreement”), which shall be in form and content satisfactory to SSI. The
Warrant Agreement shall provide for, among other provisions, the following: 


        (i)    that SSI may exercise the Warrant at any time after the first anniversary
date of the Warrant Agreement.  The Warrant shall expire
five (5) years from the date that the Warrant Agreement is issued. 


        (ii)    anti-dilution provisions for stock dividends, splits, mergers, sale of
substantially all of the Company’s assets, except for sale of stock
persuant to the Company’s Stock Option Plan(s). 


        (iii)   
 that, in lieu of any cash payment required by SSI in connection with the
exercise of the Warrant, the holder(s) of the Warrant shall have the right at
any time and from time to time, to exercise the Warrant in full or in part by
surrendering the Warrant Agreement as payment of the aggregated Strike Price.
The number of shares of Underlying Common Stock to be issued upon exercise shall
be determined by multiplying the number of the shares of common stock within the
Warrant to be exercised by an amount equal to the market price per share less
the Strike Price, and then dividing the product thereof by the market price per
share. Solely for the purposes of this paragraph, market price shall be
calculated as the average of the market prices for each of the five (5) trading
days preceding the date notice is given that the holder(s) intend(s) to exercise
the Warrant. 


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        (iv)    that the Company shall, subject to the conditions listed below, grant
“piggy back” registration rights to include the shares of the
Underlying Common Stock in any registration statement (except for Form S-4 or
S-8 filings, or any equivalent thereto) filed by the Company under the
Securities Act of 1933 relating to an underwriting of the sale of shares of
common stock or other security of the Company, subject to customary and
reasonable underwriter imposed lock-up requirements. In the event that the
Company grants registration rights to any other stockholder, which stockholder
became a stockholder as a result of the efforts of SSI), on terms and conditions
that SSI deems to be more favorable than those granted hereunder, except for any
stockholder from the Equity Offering, the Company shall grant the same rights to
SSI. Furthermore, in the event that the Company grants registration rights to
any other stockholder, the Company shall issue written notice thereof to SSI at
least 10 business days prior to the date that the Company files any such
registration statement. 


        d.          [Intentionally omitted.]


        4.          REPRESENTATIONS AND WARRANTIES OF SSI.  SSI represents and warrants that:


        (a)         it is a securities broker-dealer duly licensed and registered pursuant to federal and state securities laws rules and regulations;


        (b)         it has the authority and ability to provide the services contemplated in this Agreement; and


        (c)     it is a member
in good standing with the NASD and is in good standing with all states within
which it is registered to conduct securities business.


        5.     INDEMNIFICATION.  The Company agrees to indemnify and hold
harmless SSI and its affiliates, the respective directors, officers, partners,
agents and employees and each other person, if any, controlling SSI or any of
its affiliates (collectively the “SSI Parties”) from all losses,
claims, damages, liabilities and expenses incurred by them (including
attorney’s fees and disbursements) that result from any
“material” violations of securities laws or rules by the Company or
any untrue statements made or any statements omitted to be made by the Company,
its agents and employees, in connection with securities and related matters. SSI
will indemnify and hold harmless the Company and the respective directors,
officers, agents and employees of the Company (the “Company Parties”)
from and against all losses, claims, damages, liabilities and expenses that
result from malfeasance, or gross negligence in the performance of SSI’s
duties hereunder. Each person or entity seeking indemnification hereunder shall
promptly notify the Company, or SSI as applicable, of any loss, claim, damage or
expense for which the Company or SSI as applicable, may become liable pursuant
to this Section 5. Neither party shall pay, settle or acknowledge liability
under any such claim without the written consent of the party liable for
indemnification, and shall permit the Company or SSI as applicable a reasonable
opportunity to cure any underlying problem or to mitigate damages. The scope of
this indemnification between SSI and the Company shall be limited to, and
pertain only to certain transactions contemplated or entered into pursuant only
to this Agreement.

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                 The Company or SSI, as applicable, shall have the opportunity to defend any claim for which it may be liable hereunder, provided it notifies the party claiming the right to
indemnification within fifteen (15) days of notice of the claim.


        6.          STATUS OF SSI.  SSI shall at all times be an independent contractor of the Company and, except as expressly provided or authorized in this Agreement, shall have no
authority to act for or represent the Company or bind it to any agreements.


        7.     OTHER ACTIVITIES OF SSI. The Company recognizes that SSI
now renders and may continue to render financial consulting, management,
investment banking and other services to other companies that may or may not
conduct business and activities similar to those of the Company. SSI shall be
free to render such advice and other services and the Company hereby consents
thereto. SSI shall not be required to devote its full time and attention to the
performance of its duties under this Agreement, but shall devote only so much of
its time and attention as it deems reasonable or necessary for such purposes, in
its sole discretion. 


        8.          COVENANTS OF THE COMPANY.  The Company covenants, promises and agrees that:


        (a)    during the term
of the Agreement, the Company shall provide SSI at least thirty (30) days prior
written notice of the proposed sale of any securities of the Company in a
“Regulation S” or “Regulation D” offering. Such notice shall
specify the type of securities to be offered, the purchase price thereof, the
terms and conditions of the offering and the proposed offering date. SSI shall
be entitled to immediately terminate this Agreement and retain all of the
compensation set forth herein without offset and with no further liability to
the Company, in the event that, during the term of this Agreement, the Company
completes a sale of its securities pursuant to a Regulation D or S offering,
without providing such notice to SSI.


        (b)         it shall immediately notify SSI in the event that it is de-listed from the NASDAQ Small Cap Market.


        (c)         during the term of the Agreement, the Company shall furnish SSI with copies of its annual, quarterly and proxy filings with the SEC, immediately upon the Company's filing
     thereof.


        9.          CONTROL.  Nothing contained herein shall be deemed to require the Company to take any action contrary to its Certificate of Incorporation or By-Laws, or any  applicable
statute or regulation, or to deprive its Board of Directors of their responsibility for any control of the affairs of the Company.


        10.    PUBLIC DISCLOSURE REQUIREMENT. Within thirty (30) business
days of the final execution of this Agreement, the Company shall cause the
release of a public announcement which sets forth, in pertinent part, a
description of this Agreement, including without limitation, the name of SSI,
the nature of the services to be provided hereunder by SSI and the compensation
paid to it in connection herewith. At least three (3) business days prior to the
dissemination of any such public announcement or filing containing the above
required description, the Company shall submit to SSI, for its review and
comment, the proposed public announcement or description. SSI shall thereafter
have three (3) business days within which to submit its editions or amendments
to the public announcement and/or description for inclusion therein, which
editions and amendments shall be incorporated in the final version disseminated
by the Company, unless, in the reasonable judgment of counsel to the Company
such editions or amendments cannot be incorporated. 


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        11.    NOTICES. Any notices hereunder shall be sent to the Company
and SSI at their respective addresses above set forth, Any notices shall be
given by registered or certified mail, postage prepaid, and shall be deemed to
have been given when deposited in the United States mail. Either party may
designate any other address to which notice shall be given, by giving written
notice to the other of such change of address in the manner herein provided.


        12.         ENTIRE AGREEMENT.  This Agreement contains the entire agreement and understanding between the parties with respect to its subject matter and supersedes all prior
discussion, agreements and understandings between them with respect thereto.  This Agreement may not be modified except in a writing signed by the parties.


        13.    JURISDICTION AND VENUE. This Agreement has been made in the
State of Colorado and shall be governed by and construed in accordance with the
laws thereof without regard to principles of conflict of laws. Any proceeding
commenced by SSI to enforce or interpret any provision of this Agreement may be
brought in the City and County of Denver, Colorado. The Company hereby submits
to the jurisdiction of the courts of the State of Colorado, including the
federal courts, for such purposes.


        14.         NO ASSIGNMENT.  Neither this Agreement nor the rights of either party hereunder shall be assigned by either party without the prior written consent of the other party.


        15.         COUNTERPARTS.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument.


                 16.            NON-COMPLIANCE.  If any provision of this Agreement conflicts with any law, rule or regulation of any federal, state or self-regulatory organization, including
the Securities and Exchange Commission, the blue-sky laws of any state, the National Association of Securities Dealers, Inc., or any other governmental authority having jurisdiction
over the activities or services described herein, then in that event, the Company and SSI shall amend this Agreement to bring any affected provision into compliance with such
regulations.



        IN WITNESS WHEREOF,  the parties hereto have caused this Agreement to be exccured the day and year first above written.


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SCHNEIDER SECURITIES, INC.          HOLIDAY RV SUPERSTORES, INCORPORATED




-----------------------------       ------------------------------------------
By:  David J. Muro                  By:  Ronald G. Lleneycutt
Its:  Senior Vice President         Its:  President and CEO
       Corporate Finance


                                    ------------------------------------------
                                    By:  Micheal S. Riley
                                    Its:  Chariman