Exhibit 10.1


    AMENDMENT
      TO EMPLOYMENT AGREEMENT

     

    THIS
      AMENDMENT, dated as of December 28, 2006 (this “Amendment”),
      amends the Employment Agreement dated as of May 14, 2004 by and among Lazy
      Days
      R.V. Center, Inc., a Florida corporation (the “Company”),
      RV
      Acquisition Inc., a Delaware corporation, John Horton (the “Executive”),
      and
      Bruckmann, Rosser, Sherrill & Co. II, L.P., a Delaware limited partnership
      (the “Employment
      Agreement”).
      

     

    WHEREAS,
      the parties to the Employment Agreement desire to amend and supplement certain
      terms of the Employment Agreement as described herein; and

     

    WHEREAS,
      all capitalized terms not defined herein shall have the meanings ascribed to
      such terms in the Employment Agreement.

     

    IT
      IS
      HEREBY AGREED AS FOLLOWS:

     

    
      	1.  	
              Section
                1(b)(i) of the Employment Agreement shall be replaced in its entirety
                by
                the following paragraph:

            


    

     

    (i)
      Effective as of August 5, 2005, the Executive agrees to serve as the Chief
      Executive Officer of the Company, subject to the supervision and direction
      of
      the Board.

     

    
      	2.  	
              Section
                2(b)(i) of the Employment Agreement shall be replaced in its entirety
                by
                the following paragraph:

            


    

     

    (i)
      During the Employment Period, Executive’s base salary shall be (x) effective as
      of May 14, 2004 and until December 31, 2005, $500,000 per annum, as adjusted
      on
      each anniversary date of May 14, 2004 (such anniversary date, the “Annual
      Adjustment Date”)
      to the
      amount that equals $500,000 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
      the applicable Annual Adjustment Date, and the denominator of which is the
      CPI
      as of May 14, 2004, and (y) effective as of January 1, 2006, $600,000 per annum,
      as adjusted on each Annual Adjustment Date subsequent to January 1, 2006 to
      the
      amount that equals $600,000 increased by a percentage, the numerator of which
      is
      the CPI as of the applicable Annual Adjustment Date and the denominator of
      which
      is the CPI as of May 14, 2005, provided,
      however,
      that in
      each case of (x) and (y), the base salary shall not be decreased pursuant to
      the
      terms of this Section
      1(c)(i)
      (the
“Base
      Salary”),
      which
      Base Salary shall be payable in regular installments in accordance with the
      Company’s general payroll practices. 

     

    
      	3.  	
              Sections
                9(b), 9(d), 9(e), 9(f), 9(g) and 9(i) of the Employment Agreement
                are
                restated herein in full, with the exception that references to “this
                Agreement” shall be references to “this
                Amendment”.

            


    

     

    
      	4.  	
              Except
                as expressly set forth herein, this Amendment shall not by implication
                or
                otherwise alter, modify, amend or in any way affect any of the terms,
                conditions, obligations, covenants or agreements contained in the
                Employment Agreement, all of which shall remain in full force and
                effect.

            


    

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

        IN
      WITNESS
      WHEREOF, the parties hereto have executed this Amendment as of the date first
      written above.                                                       

                LAZY
      DAYS R.V. CENTER, INC.

     

        By:
      /s/Linda
      Stephens                           


        Name:
      Linda
      Stephens

        Title:
      Director of Corporate Reporting

            and
      Investor
      Relations

     

     

        By:
/s/John
      Horton                                

          Name:
        John
        Horton

          Title:
        President/CEO

    

               

        

            

     

     

    
      	Agreed	
               and
                Accepted

            


    

    as
      of the
      date first above written:

     

    RV
      ACQUISITION INC.

     

    By:
       /s/Linda
      Stephens                                           

         
Name:
      Linda Stephens

           
Title:
      Secretary

    


    BRUCKMANN,
      ROSSER, SHERRILL & CO. II, L.P.

     

    By:
       BRSE,
      L.L.C.

    Its: General
      Partner

    


    By:  /s/Tom
      Baldwin                                              
     

         
Name:
      Tom
      Baldwin

           
      Title: Managing Director

     

    
      
         

      

      
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