**EXHIBIT
      10.42**




**CONSULTING
      AGREEMENT**




THIS
      AGREEMENT (“Agreement”) is entered into on July 26, 2007, by and between
      Lazy Days’ R.V. Center, Inc., a Florida corporation (the “Company”), RV
      Acquisition, Inc.,


a
      Delaware corporation (“RV
      Acquisition”), and Thomas A. Donnelly (the
“Consultant”).




WHEREAS,
      the Consultant is a member of the Board of Directors (the “Board”) of the
      Company; and




WHEREAS,
      the Company and RV Acquisition wish to engage the Consultant as a consultant
      to
      the Company in order to assist the Chief Executive Officer (the “CEO”)
      and


the
      senior management of
      the
      Company in certain areas of the Company’s business and operations;
      and




WHEREAS,
      the Consultant wishes to accept such engagement on the




terms
      and
      subject to the conditions set forth herein,




NOW
      THEREFORE, in consideration of the mutual covenants and agreements set
      forth




herein,
      the parties agree as follows:




1.  Engagement
      as Consultant.  Effective as of August 1, 2007 (the “Effective
      Date”), the Company shall engage the Consultant, and the Consultant shall
      serve the


Company as a consultant, on the te rms
      and
      conditions set forth herein.




2.  Term.  This
      Agreement shall be effective as of the Effective Date and shall continue for
      a
      twelve-month period ending on July 31, 2008 (the “Term”), unless earlier


terminated by either party upon 90
      days
      advance notice to the other party.




3.  Services
      and Duties.




(a)  The
      Consultant agrees to consult with and provide advice to the CEO and other
      members of the senior management in such manner and on such business


and financial matters as the Company
      may request from time to time (such consulting and advisory services,
      collectively, the “Consulting Services”).




(b)  The
      Consultant shall devote a specific amount of time each month, to be agreed
      upon
      by the Consultant and the Board, to the performance of the Consulting
      Services.




4.  Fees.
      In consideration of the Consulting Services to be performed during the Term,
      the
      Company shall pay to the Consultant an annual fee of $300,000 (the “Annual
      Fee”), to


be paid in equal installments
      consistent with the Company’s general payroll practice.




5.  Service
      on the Board.  In addition to providing the Consulting Services,
      the Consultant shall continue serving as a member of the Board and, if requested
      by the Company, the


Chairman of the Board.




6.  Entire
      Agreement; Modifications.  Unless otherwise specified, this
      Agreement constitutes the entire and final expression of the agreement among
      the
      parties hereto with respect


to the subject matter hereof
      and supersedes all prior agreements, oral and written, among the parties hereto
      with respect to the subject matter hereof.




7.  Successors
      and Assigns. This Agreement shall be binding upon and inure to the benefit
      of the Company, RV Acquisition, and their respective successors and assigns,
      and
      shall


be binding upon and inure
      to
      the benefit of the Consultant; provided, that the rights and obligations
      of the Consultant under this Agreement shall not be assignable; provided,
further,


that the rights and obligations of the Company
      under this Agreement shall not be assignable except to a purchaser of all or
      substantially all of the assets of the Company (provided,


that such purchaser explicitly assumes all of the Company’s obligations under this Agreement); provided, further, that the
      rights and obligations of RV Acquisition under this


Agreement shall not be assignable except (i) to any affiliate of RV Acquisition,
      or (ii) to a ny
      purchaser, directly or indirectly, of (A) more than 50% of the voting securities
      of


RV Acquisition or the Company (whether by merger, consolidation, sale or
      transfer of any or all of RV Acquisition’s or
      the
      Company’s outstanding capital stock), or (B) all or


substantially all of the assets of the Company.




8.  Amendment
      and Waiver. Any provision of this Agreement may be amended, waived or
      terminated only in a writing signed by the parties hereto.  No waiver
      of any provision hereunder


or any breach or default
      thereof shall extend to or affect in any way any other provision or prior or
      subsequent breach or default.  No course of dealing between the
      parties shall be


deemed to affect or to modify, amend or discharge any provision or term of this Agreement.




9.  Counterparts.
      This Agreement may be executed in separate counterparts, any one of which need
      not contain the signatures of more than one party, but all such counterparts
      taken


together shall constitute one
      and
      the same instrument.




10.  Governing
      Law.  This agreement shall be governed by and construed in
      accordance with the domestic laws of the State of Florida, without giving effect
      to any choice of law or


conflict of law principles thereof.




*  *  *  *  *










IN
      WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
      first written above.







LAZY
      DAYS’ R.V. CENTER, INC.








By:           /s/John
      Horton______________________


Name:
      John Horton


Title:   Chief
      Executive Officer and Chief


Financial
      Officer








RV
      ACQUISITION, INC.








By:           /s/John
      Horton_______________________


Name:
      John Horton


Title:   Chief
      Executive Officer and


President














/s/Thomas
      A. Donnelly______________________


Thomas
      A.
      Donnelly