Exhibit 10.3


    NON-QUALIFIED
      STOCK OPTION AGREEMENT

     

    This
      NON-QUALIFIED STOCK OPTION AGREEMENT, dated as of December 28,
      2006
      (this “Agreement”),
      is
      made between RV Acquisition Inc., a Delaware corporation (the “Company”),
      and
      John Horton (the
      “Optionee”).

     

    WITNESSETH:

     

    WHEREAS,
      pursuant to the Company’s 2004 Stock Option Plan (as amended from time to time,
      the “Plan”),
      the
      Company, acting through its Board of Directors (the “Board”),
      has
      granted to the Optionee, effective as of the date of this Agreement,
      non-qualified stock options to purchase shares of common stock, par value $0.01
      per share, of the Company (the “Common
      Stock”)
      on the
      terms and subject to the conditions set forth in this Agreement;

     

    NOW,
      THEREFORE, in consideration of the premises and of the mutual agreements
      contained in this Agreement, the parties hereto agree as follows:

     

    
      	1.  	
              Definitions.
                As used in this Agreement, the following terms have the meanings
                set forth
                below:

            


    

     

    “Affiliate”
means,
      as to any Person, any other Person which directly or indirectly controls, or
      is
      under common control with, or is controlled by, such Person. As used in this
      definition, “control” (including, with its correlative meanings, “controlled by”
and “under common control with”) shall mean possession, directly or indirectly,
      of power to direct or cause the direction of management or policies (whether
      through ownership of securities or partnership or other ownership interests,
      by
      contract or otherwise).

     

    “BRS”
means
      Bruckmann, Rosser, Sherrill & Co. II, L.P., a Delaware limited partnership.


     

    “Board”
has
      the
      meaning ascribed to such term in the first recital of this
      Agreement.

     

    “Cause”
has
      the
      meaning ascribed to such term in the Employment Agreement.

     

    “Common
      Stock”
has
      the
      meaning ascribed to such term in the first recital of this
      Agreement.

     

    “Employment
      Agreement”
means
      the Employment Agreement dated as of May 14, 2004, by and among the Optionee,
      the Company, BRS and Lazy Days’ R.V. Center, Inc., as amended as of December 28,
      2006. 

     

    “Exercise
      Notice”
has
      the
      meaning ascribed to such term in Section
      5
      of this
      Agreement.

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

    "Fair
      Market Value"
      means
      for each share of Common Stock, the average of the closing prices of the sales
      of the Common Stock on all securities exchanges on which the Common Stock may
      at
      the time be listed, or, if there have been no sales on any such exchange on
      any
      day, the average of the highest bid and lowest asked prices on all such
      exchanges at the end of such day, or, if on any day the Common Stock is not
      so
      listed, the average of the representative bid and asked prices quoted in the
      Nasdaq National Market System (“Nasdaq
      NMS”)
      as of
      4:00 P.M., New York City time, or, if on any day the Common Stock is not quoted
      in the Nasdaq NMS, the average of the highest bid and lowest asked prices on
      such day in the domestic over-the-counter market as reported by the National
      Quotation Bureau Incorporated, or any similar successor organization, in each
      such case averaged over a period of 21 days consisting of the day as of which
      the Fair Market Value is being determined and the 20 consecutive business days
      prior to such day. If at any time the Common Stock is not listed on any
      securities exchange or quoted in the Nasdaq NMS or the over-the-counter market,
      the Fair Market Value of each share of Common Stock shall be determined by
      the
      Board in its good faith judgment without the application of any minority
      stockholder discount or discount for marketability of such share.

     

    “Family
      Group”
means,
      with respect to any natural person, such person’s spouse, siblings, ancestors
      and descendants (whether natural or adopted) and any trust or other entity
      (including a corporation, partnership or limited liability company) formed
      solely for the benefit of such person and/or such person’s spouse, siblings,
      their respective ancestors and/or descendants (whether natural or adopted),
      and
      upon such person’s death, the personal representative of such person for
      purposes of administration of such person’s estate, such person’s heirs,
      legatees and distributees (whether individuals, trusts or business entities)
      whether or not such recipients are such person’s spouse, siblings, their
      respective ancestors and/or descendants (whether natural or adopted), or upon
      such person’s incompetency for purposes of the protection and management of the
      assets of such person, the personal representative of such person.

     

    “Independent
      Third Party”
means
      any Person who, immediately prior to the contemplated transaction, (i) does
      not own in excess of 5% of the Common Stock, on a fully diluted basis,
      (ii) is not an Affiliate of any such 5% owner of the Common Stock, on a
      fully diluted basis, or (iii) is not a member of the Family Group of any
      such 5% owner of the Common Stock, on a fully diluted basis.

     

    “Investor
      Exit”
means
      a
      sale or transfer of equity, liquidating dividend, a Transaction or
      otherwise.

     

    “IRR”
means,
      on the date of an Investor Exit, after giving effect to such Investor Exit
      and
      the vesting, if any, of Performance Vest Option Shares (including all
      accelerated vesting of Performance Vest Options Shares which is contingent
      upon
      such calculation), BRS’ compounded annual rate of return (as determined in good
      faith by BRS using the “XIRR” function in Microsoft® Excel, upgrades to such
      program, or if such software is not available at such time, an equivalent
      function in another software package).

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    “Option”
has
      the
      meaning ascribed to such term in Section 2
      of this
      Agreement.

     

    “Option
      Shares”
has
      the
      meaning ascribed to such term in Section 2
      of this
      Agreement.

     

    “Option
      Term”
has
      the
      meaning ascribed to such term in Section 3
      of this
      Agreement.

     

    “Performance
      Vest Option Shares”
has
      the
      meaning ascribed to such term in Section 2
      of this
      Agreement.

     

    “Person”
means
      any individual, partnership, limited liability company, corporation, group,
      trust or other legal entity.

     

    “Subsidiary”
means,
      with respect to any Person, any corporation, limited liability company,
      partnership, association or other business entity of which (i) if a
      corporation, a majority of the total voting power of shares of stock entitled
      (without regard to the occurrence of any contingency) to vote in the election
      of
      directors, managers or trustees thereof is at the time owned or controlled,
      directly or indirectly, by that Person or one or more of the other Subsidiaries
      of that Person or a combination thereof, or (ii) if a partnership, limited
      liability company, association or other business entity, a majority of the
      partnership or other similar ownership interest thereof is at the time owned
      or
      controlled, directly or indirectly, by that Person or one or more Subsidiaries
      of that Person or a combination thereof. For purposes hereof, a Person or
      Persons shall be deemed to have a majority ownership interest in a partnership,
      limited liability company, association or other business entity if such Person
      or Persons shall be allocated a majority of partnership, limited liability
      company, association or other business entity gains or losses or shall be or
      control the managing director, managing member, manager or a general partner
      of
      such partnership, limited liability company, association or other business
      entity.

     

    “Time
      Vest Option Shares”
has
      the
      meaning ascribed to such term in Section 2
      of this
      Agreement.

     

    “Transfer”
means,
      as applicable, (i) any sale, transfer, assignment, pledge, hypothecation or
      other disposal, and (ii) to sell, transfer, assign, pledge, hypothecate or
      dispose in any way.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    “Transaction”
means
      any transaction, including in one or more series of related transactions
      involving the Company and an Independent Third Party or group of Independent
      Third Parties pursuant to which such party or parties acquire (i) equity
      securities of the Company constituting a majority of the shares of voting
      securities entitled to vote generally in the election of the Board (whether
      by
      merger, consolidation, sale or transfer of any or all of the Company’s
      outstanding capital stock) or (ii) all or substantially all of the
      Company’s assets determined on a consolidated basis.

     

    “Vested
      Shares”
means
      the Option Shares with respect to which the Option is exercisable at any
      particular time.

     

    
      	2.  	
              Option;
                Option Price.
                On the terms and subject to the conditions of this Agreement, the
                Optionee
                shall have the option (the “Option”)
                to purchase up to 243,360 shares
                (the “Option
                Shares”)
                of Common Stock at the price of $1.00 per Option Share (the “Option
                Price”).
                One-third (81,120 shares) of the Option Shares are subject to time
                vesting
                as described in Section
                4(a)
                of
                this Agreement (such shares, the “Time
                Vest Option Shares”),
                and the remaining two-thirds (162,240 shares) of the Option Shares
                are
                subject to vesting based upon the return on the investment by BRS
                as
                described in Section
                4(b) of
                this Agreement (such shares, the “Performance
                Vest Option Shares”).

            


    

     

    
      	3.  	
              Term.
                The term of the option (the “Option
                Term”)
                shall commence on the date hereof and expire on the tenth anniversary
                of
                the date hereof, unless the Option shall theretofore have been terminated
                in accordance with the terms of this
                Agreement.

            


    

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    
      	4.  	
              Time
                of Exercise.

            


    

     

    
      	(a)  	
              Time
                Vest Option Shares.

            


    

     

    
      	(i)  	
              On
                each of the first five (5) anniversaries of the date hereof, the
                Option
                shall immediately become exercisable as to 20% of the Time Vest Option
                Shares, unless accelerated upon an occurrence of a Transaction pursuant
                to
                Section
                12(b),
                so long as the Optionee is and has been continuously employed by
                the
                Company or any of its Subsidiaries from the date of this Agreement
                through
                the applicable anniversary date. 

            


    

     

    
      	(ii)  	
              Except
                as otherwise provided in Section
                6,
                the Option shall remain exercisable as to all Vested Shares until
                the
                expiration of the Option Term.

            


    

     

    
      	(b)  	
              Performance
                Vest Option Shares.

            


    

     

    
      	(i)  	
              Subject
                to Section
                12(b)
                of
                this Agreement, the Option in respect of all or a portion of the
                Performance Vest Option Shares shall become exercisable upon BRS
                realizing
                an IRR equal to or greater than 25% as set forth in the chart below,
                provided
                that the
                Optionee is and has been continuously employed by the Company or
                any of
                its Subsidiaries from the date of this Agreement through the date
                on which
                the IRR for BRS reaches the target levels set forth in the chart
                below. 

            


    

     

    
      	
              IRR
                Target of at least

               

            	
              Percentage
                of Performance Vest Option Shares that vest upon reaching the IRR
                target

               

            
	
              25%

               

            	
              50%

               

            
	
              30%

               

            	
              100%

               

            


    

     

    
      	(ii)  	
              Except
                as otherwise provided in Section
                6,
                the Option shall remain exercisable as to all Vested Shares until
                the
                expiration of the Option Term.

            


    

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

    
      	5.  	
              Procedure
                for Exercise.

            


    

     

    
      	(a)  	
              The
                Option may be exercised with respect to Vested Shares, from time
                to time,
                in whole or in part (but for the purchase of whole shares only),
                by
                delivery of a written notice (the “Exercise
                Notice”)
                from the Optionee to the Company, which Exercise Notice
                shall:

            


    

     

    
      	(i)  	
              state
                that the Optionee elects to exercise the
                Option;

            


    

     

    
      	(ii)  	
              state
                the number of Vested Shares with respect to which the Optionee is
                exercising the Option;

            


    

     

    
      	(iii)  	
              include
                any representations of the Optionee required under Section 8
                hereof;

            


    

     

    
      	(iv)  	
              in
                the event that the Option shall be exercised by the representative
                of the
                Optionee’s estate pursuant to Section 6,
                include appropriate proof of the right of such person to exercise
                the
                Option;

            


    

     

    
      	(v)  	
              state
                the date upon which the Optionee desires to consummate the purchase
                of
                such Vested Shares (which date must be prior to the termination of
                the
                Option); and

            


    

     

    
      	(vi)  	
              comply
                with such further provisions as the Company may reasonably
                require.

            


    

     

    
      	(b)  	
              Payment
                of the Option Price for the Vested Shares to be purchased on the
                exercise
                of the Option shall be made by (i) cash, certified or bank cashier’s check
                payable to the order of the Company or other immediately available
                funds,
                (ii) withholding from the total number of Vested Shares to be purchased
                upon the exercise of such Option that number of Vested Shares having
                a
                Fair Market Value which shall equal the Option Price for the total
                number
                of the Vested Shares to be purchased or (iii) the combination of
                the
                foregoing means of payment.

            


    

     

    
      	(c)  	
              As
                a condition to the exercise of the Option and prior to the issuance
                of any
                Vested Shares, the Optionee (or the representative of his estate)
                shall be
                required to execute (unless the Optionee is already a party thereto)
                an
                agreement to be bound by the Company’s stockholders agreement with respect
                to the Option Shares, in the form attached hereto as Annex
                I
                (the “Stockholders
                Agreement”).

            


    

     

    
      	(d)  	
              The
                Company shall be entitled to require, as a condition of delivery
                of the
                Vested Shares, that the Optionee agree to remit when due an amount
                in cash
                sufficient to satisfy all current or estimated future federal, state
                and
                local withholding and employment taxes relating
                thereto.

            


    

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

    
      	6.  	
              Termination
                of Employment; Repurchase of Option Shares.

            


    

     

    
      	(a)  	
              Any
                portion of the Option which is not exercisable at the time at which
                the
                Optionee ceases to be employed by the Company and any of its Subsidiaries
                (for any reason) shall terminate and become null and void. All or
                any part
                of the Option, to the extent unexercised, shall terminate immediately
                if
                the Optionee ceases to be employed by the Company and any of its
                Subsidiaries, except that the Optionee (or, in case of the Optionee’s
                death, the representative of his estate) shall have until the end
                of
                the 60
                days following the date of such termination of employment to exercise
                any
                portion of the Option that he could have exercised on the date of
                such
                termination of employment; provided,
                however,
                that such exercise must be accomplished prior to the expiration of
                the
                Option Term. Notwithstanding the foregoing, (i) in the event of a
                termination of the Optionee’s employment with the Company or any
                Subsidiary due to his death, the representative of the estate of
                the
                Optionee may exercise any portion of the Option which the Optionee
                could
                have exercised on the date of such termination for a period of 180
                days
                thereafter; provided,
                however,
                that such exercise must be accomplished prior to the expiration of
                the
                Option Term, and (ii) in the event of a termination of the Optionee’s
                employment with the Company or any of its Subsidiaries for Cause,
                the
                unexercised portion of the Option shall terminate immediately and
                the
                Optionee shall have no right thereafter to exercise any part of the
                Option. For the avoidance of doubt, if the Optionee ceases to be
                employed
                by the Company and its Subsidiaries for any reason prior to BRS realizing
                an IRR equal to or greater than 25%, the Option with respect to all
                Performance Vest Option Shares shall be forfeited upon termination
                of the
                Optionee’s employment. If the Optionee ceases to be employed by the
                Company and its Subsidiaries for any reason after BRS realizing an
                IRR
                equal to 25% but prior to BRS realizing an IRR equal to 30%, the
                Option
                with respect to 50% of the Performance Vest Option Shares shall be
                forfeited upon termination of the Optionee’s employment.
                

            


    

     

    
      	(b)  	
              The
                Optionee agrees that the Option Shares shall be subject to repurchase
                by
                the Company pursuant to the Employment Agreement.
                

            


    

     

    
      	7.  	
              No
                Rights as a Stockholder.
                The Optionee shall not have any rights or privileges of a stockholder
                with
                respect to any Option Shares unless and until the Optionee shall
                have
                properly exercised the Option pursuant to the terms hereof with respect
                to
                such Option Shares.

            


    

     

    
      	8.  	
              Additional
                Provisions Related to Exercise.
                In the event of the exercise of the Option at a time when there is
                not in
                effect a registration statement under the Securities Act of 1933,
                as
                amended, relating to the Option Shares, the Optionee hereby represents
                and
                warrants, and by virtue of such exercise shall be deemed to represent
                and
                warrant, to the Company that the Option Shares are being acquired
                for
                investment only and not with a view to the distribution thereof,
                and the
                Optionee shall provide the Company with such further representations
                and
                warranties as the Board may reasonably require in order to ensure
                compliance with applicable federal and state securities, “blue sky” and
                other laws. No Option Shares shall be purchased upon the exercise
                of the
                Option unless and until the Company and/or the Optionee shall have
                complied with all applicable federal or state registration, listing
                and/or
                qualification requirements and all other requirements of law or of
                any
                regulatory agencies having
                jurisdiction.

            


    

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

    
      	9.  	
              Restriction
                on Transfer.

            


    

     

    
      	(a)  	
              The
                Option may not be Transferred by the Optionee and may be exercised
                during
                the lifetime of the Optionee only by the Optionee. If the Optionee
                dies,
                the Option shall thereafter be exercisable, during the period specified
                in
                Section
                6,
                by the representative of his estate to the full extent to which the
                Option
                was exercisable by the Optionee at the time of his death. The Option
                shall
                not be subject to execution, attachment or similar process. Any attempted
                Transfer of the Option contrary to the provisions hereof, and the
                levy of
                any execution, attachment or similar process upon the Option, shall
                be
                null and void and without effect.

            


    

     

    
      	(b)  	
              The
                restrictions contained in Section 9(a)
                shall not apply with respect to any Transfer of the immediately
                exercisable portion of the Option by the Optionee to any member of
                such
                Optionee’s Family Group, provided,
                that the restrictions contained in Section 9(a)
                shall continue to be applicable to such Option after any such Transfer;
                provided further,
                that the transferees of such Option shall have agreed in writing
                to be
                bound by the provisions of this Agreement which affect the Option
                so
                Transferred.

            


    

     

    
      	(c)  	
              Any
                Option Shares shall be subject to the restrictions contained in the
                Stockholders Agreement and shall be deemed “Executive Shares” (as defined
                in the Stockholders Agreement) for all purposes
                thereunder.

            


    

     

    
      	10.  	
              Restrictive
                Legend.
                All stock certificates representing shares issued upon exercise of
                the
                Option shall, unless otherwise determined by the Board, have affixed
                thereto a legend substantially in the following
                form:

            


    

     

    “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON
[DATE
      OF ISSUANCE],
      HAVE
      NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
      AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS
      CONTAINED IN A STOCKHOLDERS AGREEMENT DATED AS OF MAY 14, 2004 BY AND AMONG
      THE
      ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND THE COMPANY’S STOCKHOLDERS AS SUCH
      AGREEMENT MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS
      AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF
      UPON WRITTEN REQUEST.”

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

    
      	11.  	
              Optionee’s
                Employment.
                Nothing in the Option shall confer upon the Optionee any right to
                continue
                in the employ of the Company or any of its Subsidiaries or interfere
                in
                any way with the right of the Company or any Subsidiary or stockholders,
                as the case may be, to terminate the Optionee’s employment or to increase
                or decrease the Optionee’s compensation at any
                time.

            


    

     

    
      	12.  	
              Adjustment.

            


    

     

    
      	(a)  	
              Subject
                to Section
                9(b),
                if the Common Stock is changed by reason of a stock split, reverse
                stock
                split, stock dividend or recapitalization, or converted into or exchanged
                for other securities as a result of a merger, consolidation or
                reorganization, the Board shall make such adjustment in the number
                and
                class of shares of stock subject to the Option, and such adjustments
                to
                the Option Price, as shall be equitable and appropriate in its good
                faith
                judgment under the circumstances.

            


    

     

    
      	(b)  	
              The
                following rules shall apply in connection with the occurrence of
                any
                Transaction:
                upon the consummation of the Transaction, the Option with respect
                to all
                of the Time Vest Option Shares shall be accelerated and the Option
                with
                respect to the Performance Vest Option Shares may be accelerated
                based
                upon the achievement of the performance targets set forth in Section
                4(b)(i)
                in
                connection with such Transaction. The Optionee shall be given (A)
                written
                notice of such Transaction at least 20 days prior to its proposed
                effective date (as specified in such notice) and (B) an opportunity
                during
                the period commencing with delivery of such notice and ending 10
                days
                prior to such proposed effective date to exercise (x) the Option
                in
                respect of all of the Time Vest Option Shares granted to the Optionee
                pursuant to this Agreement and (y) the Option in respect of the
                Performance Vest Option Shares to the extent the IRR target(s) are
                met
                pursuant to Section
                4(b)(i),
                in each case of (x) and (y), contingent upon the consummation of
                such
                Transaction; provided,
                however,
                that immediately following the occurrence of a Transaction, the Option,
                to
                the extent not so exercised, shall automatically terminate.

            


    

     

    
      	(c)  	
              The
                following rules shall apply in connection with Section
                12(a)
                above:

            


    

     

    
      	(i)  	
              no
                fractional shares shall be issued as a result of any such adjustment,
                and
                any fractional shares resulting from the computations pursuant to
                Section
                12(a)
                shall be eliminated without consideration from the
                Option;

            


    

     

    
      	(ii)  	
              no
                adjustment shall be made for the issuance to stockholders of rights
                to
                subscribe for additional shares of Common Stock or other securities;
                and

            


    

     

    
      	(iii)  	
              any
                adjustment referred to in Section
                12(a)
                shall be made by the Board in its sole discretion and shall be conclusive
                and binding on the Optionee.

            


    

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

    
      	13.  	
              Notices.
                All notices, claims, certificates, requests, demands and other
                communications hereunder shall be in writing and shall be deemed
                to have
                been duly given and delivered if personally delivered or if sent
                by
                nationally recognized overnight courier, by telecopy or by registered
                or
                certified mail, return receipt requested and postage prepaid, addressed
                as
                follows:

            


    

     

    
      	(a)  	
              if
                to the Company, to it at:

            


    

     

    RV
      Acquisition Inc.

    c/o
      Bruckmann, Rosser, Sherrill & Co., Inc.

    126
      East
      56th Street

    New
      York,
      NY 10022

    Attention: Thomas
      J.
      Baldwin

    Facsimile: (212)
      521-3703

    Email:  baldwin@brs.com

     

    with
      a
      copy (which shall not constitute notice to the Company) to:

     

    Kirkland
      & Ellis LLP

    Citigroup
      Center

    153
      East
      53rd Street

    New
      York,
      NY 10022

    Attention: Kimberly
      P. Taylor

    Facsimile: (212)
      446-4900

    Email:  ktaylor@kirkland.com

     

    
      	(b)  	
              if
                to the Optionee, to him at such Optionee’s address as most recently
                supplied to the Company and set forth in the Company’s records or to such
                other address as the party to whom notice is to be given may have
                furnished to the other party in writing in accordance herewith.
                

            


    

     

    Any
      such
      notice or communication shall be deemed to have been received (i) in the
      case of personal delivery, on the date of such delivery (or if such date is
      not
      a business day, on the next business day after the date sent), (ii) in the
      case of nationally-recognized overnight courier, on the next business day after
      the date sent), (iii) in the case of telecopy transmission, when received
      (or if not sent on a business day, on the next business day after the date
      sent), and (iv) in the case of mailing, on the third business day following
      the date on which the piece of mail containing such communication is
      posted.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    
      	14.  	
              Optionee’s
                Undertaking.
                The Optionee hereby agrees to take whatever additional actions and
                execute
                whatever additional documents the Company may in its reasonable judgment
                deem necessary or advisable in order to carry out or effect one or
                more of
                the obligations or restrictions imposed on the Optionee pursuant
                to the
                provisions of this Agreement.

            


    

     

    
      	15.  	
              Amendment
                and Waiver.
                No modification, amendment or waiver of any provision of this Agreement
                shall be effective against the Company or the Optionee unless such
                modification, amendment or waiver is approved in writing by the Company
                and the Optionee. The failure of any party to enforce any of the
                provisions of this Agreement shall in no way be construed as a waiver
                of
                such provisions and shall not affect the right of such party thereafter
                to
                enforce each and every provision of this Agreement in accordance
                with its
                terms.

            


    

     

    
      	16.  	
              Governing
                Law.
                All
                issues and questions concerning the construction, validity, enforcement
                and interpretation of this Agreement shall be governed by and construed
                in
                accordance with the laws of the State of Delaware, without giving
                effect
                to any choice of law or conflict of law provision or rule (whether
                of the
                State of Delaware or any other jurisdiction) that would cause the
                application of the law of any jurisdiction other than the State of
                Delaware.

            


    

     

    
      	17.  	
              Waiver
                of Jury Trial.
                Each
                of the parties hereto waives any right it may have to trial by jury
                in
                respect of any litigation based on, arising out of, under or in connection
                with this Agreement or any course of conduct, course of dealing,
                verbal or
                written statement or action of any party
                hereto.

            


    

     

    
      	18.  	
              Jurisdiction.
                Each of the parties hereto submits to the jurisdiction of any state
                or
                federal court sitting in New York, New York, in any action or proceeding
                arising out of or relating to this Agreement and agrees that all
                claims in
                respect of the action or proceeding may be heard and determined in
                any
                such court and hereby expressly submits to the personal jurisdiction
                and
                venue of such court for the purposes hereof and expressly waives
                any claim
                of improper venue and any claim that such courts are an inconvenient
                forum. 

            


    

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

    
      	19.  	
              Receipt
                and Review of Plan.
                The Optionee acknowledges receipt of a copy of the Plan. The Optionee
                further acknowledges notice of the terms, conditions and limitations
                contained in the Plan.

            


    

     

    
      	20.  	
              Counterparts.
                This Agreement may be executed in separate counterparts each of which
                shall be an original and all of which taken together shall constitute
                one
                and the same agreement.

            


    

     

    
      	21.  	
              Severability,
                Entire Agreement.
                Whenever possible, each provision of this Agreement shall be interpreted
                in such manner as to be effective and valid under applicable law,
                but if
                any provision of this Agreement is held to be invalid, illegal or
                unenforceable in any respect under any applicable law or rule in
                any
                jurisdiction, such invalidity, illegality or unenforceability shall
                not
                affect any other provision or any other jurisdiction, but this Agreement
                shall be reformed, construed and enforced in such jurisdiction as
                if such
                invalid, illegal or unenforceable provision had never been contained
                herein. Except as otherwise expressly set forth herein, this document
                and
                the other documents referred to herein embody the complete agreement
                and
                understanding among the parties hereto with respect to the subject
                matter
                hereof and supersede and preempt any prior understandings, agreements
                or
                representations by or among the parties, written or oral, which may
                have
                related to the subject matter hereof in any
                way.

            


    

     

    
      	22.  	
              Successors
                and Assigns.
                Except as otherwise expressly provided herein, all covenants and
                agreements contained in this Agreement by or on behalf of any of
                the
                parties hereto shall bind and inure to the benefit of the respective
                successors and assigns of the parties hereto whether so expressed
                or not;
                provided,
                that this Agreement shall not be assignable by the Optionee other
                than as
                set forth in Section 9.

            


    

     

    
      	23.  	
              Descriptive
                Headings; Interpretation.
                The descriptive headings of this Agreement are inserted for convenience
                only and do not constitute a substantive part of this Agreement.
                The use
                of the word “including” in this Agreement shall mean “including without
                limitation.”

            


    

     

    
      	24.  	
              No
                Third-Party Beneficiaries.
                This Agreement is for the sole benefit of the parties hereto and
                their
                permitted successors and assigns and nothing herein expressed or
                implied
                shall give or be construed to give any person, other than the parties
                hereto and such permitted successors and assigns, any legal or equitable
                rights hereunder.

            


    

     

    
      	25.  	
              No
                Strict Construction.
                The parties hereto have participated jointly in the negotiation and
                drafting of this Agreement. In the event an ambiguity or question
                of
                intent or interpretation arises, this Agreement shall be construed
                as if
                drafted jointly by the parties hereto, and no presumption or burden
                of
                proof shall arise favoring or disfavoring any party hereto by virtue
                of
                the authorship of any of the provisions of this
                Agreement.

            


    

     

    *
      * * *
      *

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

    


        IN
      WITNESS
      WHEREOF, the parties hereto have executed this Non-Qualified Stock Option
      Agreement as of the date first written above.

     

    RV
      ACQUISITION INC.


    


    By:
      /s/Linda
      Stephens                       


          
Name:
      Linda Stephens

          
Title:
      Secretary

    


    


    OPTIONEE:


    By:
      /s/John
      Horton                           


          
      Name: John Horton

          
      Title: President/CEO