**Exhibit2.1**

**MERGER AND ASSET PURCHASEAGREEMENT**

**Dated as of February 16, 2007**

**By and Among**

**Country Coach Holdings LLC,**

**Country Coach Merger LLC,**

**Riley Investment Management, LLC**

**Country Coach, Inc.,**

**and**

**National R.V. Holdings, Inc.**

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TABLE OF CONTENTS
| ARTICLE 1 |   | GENERAL                                                                               |   | 1  |
|-----------|--------|---------------------------------------------------------------------------------------|--------|----|
| 1.1       |   | The Merger                                                                            |   | 1  |
| 1.2       |   | Merger Effective Time                                                                 |   | 2  |
| 1.3       |   | Merger Consideration                                                                  |   | 2  |
| 1.4       |   | Effect on Securities                                                                  |   | 2  |
| 1.5       |   | Purchase of Additional Assets                                                         |   | 2  |
| 1.6       |   | Excluded and Additional Liabilities                                                   |   | 3  |
| ARTICLE 2 |   | REPRESENTATIONS AND WARRANTIES OF SELLER                                              |   | 3  |
| 2.1       |   | Organization                                                                          |   | 3  |
| 2.2       |   | Authorization                                                                         |   | 3  |
| 2.3       |   | No Conflict                                                                           |   | 4  |
| 2.4       |   | Capitalization; No Subsidiaries; Articles, Bylaws  and Minutes; Derivative Securities |   | 5  |
| 2.5       |   | Financial Statements                                                                  |   | 6  |
| 2.6       |   | Absence of Certain Facts or Events                                                    |   | 7  |
| 2.7       |   | Property, Leases and Liens                                                            |   | 8  |
| 2.8       |   | Contracts and Commitments                                                             |   | 9  |
| 2.9       |   | Permits and Authorizations                                                            |   | 10 |
| 2.10      |   | No Violations                                                                         |   | 11 |
| 2.11      |   | Proceedings                                                                           |   | 12 |
| 2.12      |   | Insurance                                                                             |   | 12 |
| 2.13      |   | Proprietary Information and Rights                                                    |   | 12 |
| 2.14      |   | Employee Benefits                                                                     |   | 13 |
| 2.15      |   | Employment Laws                                                                       |   | 16 |
| 2.16      |   | Environmental Laws                                                                    |   | 17 |
| 2.17      |   | Taxes                                                                                 |   | 18 |
| 2.18      |   | No Unlawful Contributions                                                             |   | 19 |
| 2.19      |   | No Insider Transactions                                                               |   | 19 |
| 2.20      |   | Accounts Receivable; Vendors                                                          |   | 19 |
| 2.21      |   | Inventories                                                                           |   | 20 |
| 2.22      |   | Bank Accounts                                                                         |   | 20 |
| 2.23      |   | Warranties                                                                            |   | 20 |
| 2.24      |   | Delivery of Documents                                                                 |   | 20 |
| 2.25      |   | No Finders or Brokers                                                                 |   | 21 |
| 2.26      |   | Product Warranties; Product Liability; Safety and  Recalls                            |   | 21 |
| 2.27      |   | Dealer Network; Rebates and Refunds                                                   |   | 22 |
| 2.28      |   | Representations Complete                                                              |   | 22 |

 

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|           | ** ** | ** **                                               | ** ** | **Page** |
|-----------|------------|----------------------------------------------------------|------------|----------|
| ARTICLE 3 |       | REPRESENTATIONS AND WARRANTIES OF PURCHASER              |       | 23       |
| 3.1       |       | Organization; Ownership                                  |       | 23       |
| 3.2       |       | Authorization                                            |       | 23       |
| 3.3       |       | No Conflict                                              |       | 23       |
| 3.4       |       | No Finders or Brokers                                    |       | 24       |
| 3.5       |       | Availability of Funds                                    |       | 24       |
| ARTICLE 4 |       | COVENANTS                                                |       | 24       |
| 4.1       |       | Confidentiality                                          |       | 24       |
| 4.2       |       | Fulfillment of Conditions                                |       | 25       |
| 4.3       |       | Purchaser’s Access to Records and Inspection Rights |       | 25       |
| 4.4       |       | Transfer of Additional Assets                            |       | 25       |
| 4.5       |       | Operation in Ordinary Course                             |       | 26       |
| 4.6       |       | Post-Closing Access                                      |       | 28       |
| 4.7       |       | Delivery of Audited Financial Statements                 |       | 28       |
| 4.8       |       | No Solicitation of Other Transactions                    |       | 29       |
| 4.9       |       | Termination of Affiliate Relationships                   |       | 29       |
| 4.10      |       | Removal of Liens; Release                                |       | 29       |
| 4.11      |       | Bank Accounts                                            |       | 30       |
| 4.12      |       | Indebtedness of Seller to Company                        |       | 30       |
| 4.13      |       | No Solicitation of Employees                             |       | 30       |
| 4.14      |       | Country Coach Leases                                     |       | 30       |
| 4.15      |       | Standstill                                               |       | 31       |
| 4.16      |       | Transferred Employees                                    |       | 31       |
| 4.17      |       | Benefit Plans                                            |       | 31       |
| 4.18      |       | Income Taxes; Allocation; Income Tax Returns             |       | 32       |
| ARTICLE 5 |       | CONDITIONS OF CLOSING                                    |       | 34       |
| 5.1       |       | Conditions of Obligations of Purchaser                   |       | 34       |
| 5.2       |       | Conditions of Obligations of Seller                      |       | 35       |
| ARTICLE 6 |       | CLOSING DATE AND TERMINATION OF AGREEMENT                |       | 36       |
| 6.1       |       | Closing Date                                             |       | 36       |
| 6.2       |       | Termination of Agreement                                 |       | 36       |
| 6.3       |       | Effect of Termination                                    |       | 36       |

 

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|           | ** ** | ** **                                           | ** ** | **Page** |
|-----------|------------|------------------------------------------------------|------------|----------|
| ARTICLE 7 |       | INDEMNIFICATION                                      |       | 37       |
| 7.1       |       | Indemnification by Seller                            |       | 37       |
| 7.2       |       | Indemnification by Purchaser and Merger Sub          |       | 39       |
| 7.3       |       | Survival of Representations and Warranties; Reliance |       | 40       |
| 7.4       |       | No Duplication; Exclusive Remedy                     |       | 40       |
| 7.5       |       | Determination of Losses                              |       | 40       |
| ARTICLE 8 |       | MISCELLANEOUS                                        |       | 40       |
| 8.1       |       | Further Actions                                      |       | 40       |
| 8.2       |       | Expenses                                             |       | 41       |
| 8.3       |       | Entire Agreement                                     |       | 41       |
| 8.4       |       | Descriptive Headings                                 |       | 41       |
| 8.5       |       | Notices                                              |       | 41       |
| 8.6       |       | Governing Law                                        |       | 42       |
| 8.7       |       | Assignability                                        |       | 42       |
| 8.8       |       | Waivers and Amendments                               |       | 42       |
| 8.9       |       | Third Party Rights                                   |       | 42       |
| 8.10      |       | Public Announcements                                 |       | 42       |
| 8.11      |       | Counterparts                                         |       | 43       |
| 8.12      |       | Guaranty by Riley                                    |       | 43       |

 

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**MERGER AND ASSET PURCHASE AGREEMENT**

THIS MERGER AND ASSET PURCHASE AGREEMENT is dated asof February 16, 2007 (this “**Agreement**”) byand among **Country Coach Holdings LLC**, a Delawarelimited liability company (“**Purchaser**”), **Country Coach Merger LLC**, a Delaware limited liabilitycompany (“**Merger Sub**”), **RileyInvestment Management, LLC**, a Delaware limited liability company (“**Riley**”), on one hand, and National R.V. Holdings, Inc., aDelaware corporation (the “**Seller**”), andCountry Coach, Inc., an Oregon corporation (“**Company**”),on the other.  Capitalized terms nototherwise defined in this Agreement are used as defined in Appendix Ahereto.

W I T N E S S E T H :

WHEREAS, Seller is the record and beneficial owner ofall issued and outstanding shares of Common Stock,  no par value per share (the “**Company Common Stock**”), of Company;

WHEREAS, the boards of directors of each of Purchaser,Merger Sub, Seller and Company have determined that it is in the best interestsof each corporation and its respective stockholders that Purchaser acquireCompany through the statutory merger of Company with and into Merger Sub, withMerger Sub as the surviving corporation (the “**Merger**”);

WHEREAS, the boards of directors or managers of eachof Purchaser, Merger Sub and Seller have determined that it is in the bestinterests of each such entity and its respective stockholders or members thatPurchaser acquire from Seller all assets used primarily in Company’s businessthat are not presently owned by Company and assume certain of Seller’sliabilities related to Company’s business; and

WHEREAS, Company expects to benefit from theconsummation of the transactions contemplated hereby and, to induce Purchaserto enter into this Agreement, agrees to be bound by the terms and provisions inthis Agreement.

NOW, THEREFORE, in consideration of the mutualbenefits to be derived and the representations and warranties, conditions andpromises herein contained, and intending to be legally bound hereby, theparties hereto hereby agree as follows:

ARTICLE 1

GENERAL

1.1                                 TheMerger.  At the Closing, on andsubject to the terms and conditions of this Agreement, Company and Merger Subwill consummate the Merger by a merger of the Company with and into Merger Sub,pursuant to which Merger Sub shall be the entity surviving the Merger.

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1.2                                 MergerEffective Time.  On the Closing Date,Purchaser shall file an Agreement of Merger (the “**Agreement ofMerger**”) as contemplated by Chapter 60 of the Oregon RevisedStatutes with the Secretary of State of the State of Oregon in accordance withthe applicable provisions of Chapter 60 of the Oregon Revised Statutes and theSecretary of State of the State of Delaware in accordance with the applicableprovisions of the Delaware Limited Liability Company Act (the “**DLLCA**”); together with all other filings or recordingsrequired under applicable Oregon and Delaware law.  Subject to the making of each such filing,the Merger shall become effective at the time (the “**EffectiveTime**”) Purchaser files the Agreement of Merger with the Secretary ofState of the State of Oregon and the Secretary of State of the State ofDelaware.  The Merger shall have theeffects set forth in this Agreement, the Agreement of Merger, the OregonCorporation Law and the DLLCA.

1.3                                 Consideration.  At the Closing, Purchaser shall deliverThirty-One Million Fifty Thousand Dollars ($31,050,000) (the “**Merger Consideration**”) as mergerconsideration, plus Seven Million Seven Hundred ThousandDollars ($7,700,000), the amount to be paid by Purchaser or Merger Sub forAdditional Assets pursuant to Section 1.5 below (collectively, the “**Purchase Price**”). Purchaser will pay or cause to be paid the Purchase Price at Closing toWells Fargo Bank National Association for the benefit of Seller pursuant to theFunds Flow Agreement.

1.4                                 Effecton Securities.

(a)                                  Exceptas provided in this Section 1.5 with respect to the Company Common Stock,at and as of the Effective Time, each outstanding share of capital stock,option, warrant, purchase right, subscription right, conversion right, exchangeright, and other contract or commitment that could require Company to issue,sell or otherwise cause to become outstanding any capital stock or other equityinterest of Company shall be deemed to be cancelled or otherwise terminated inexchange for the Merger Consideration. Neither Purchaser nor Company shall have any obligation to the holdersof any such interest.  All ownership ininterests in Merger Sub shall remain outstanding.

(b)                                 TheMerger will not affect the ownership interests in Merger Sub, all of whichshall remain outstanding after the Closing.

1.5                                 Purchaseof Additional Assets.  Seller andPurchaser intend that Seller will transfer all assets used primarily in Company’sbusiness and agree that the assets described on Schedule 1.5 areused primarily  in Company’s business butare not presently owned by Company. Seller agrees to convey, or cause to be conveyed, to Merger Sub allassets described on Schedule 1.5 (the “**AdditionalAssets**”), at the Closing, for consideration of Seven Million SevenHundred Thousand Dollars ($7,700,000) (the “**AdditionalAsset Consideration**”).  TheAdditional Asset Consideration will be paid at the Closing by Purchaser orMerger Sub to Wells Fargo Bank National Association for the benefit of Sellerpursuant to the Funds Flow Agreement.  Tothe extent that any assets used primarily in the business of Company but ownedby Seller or an Affiliate are identified after the Closing, Seller shall, tothe extent it agrees with such determination in its reasonable discretion,treat such assets as Additional Assets and convey them or cause them to beconveyed to Merger Sub.

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1.6                                 Excludedand Additional Liabilities.

(a)                                  Purchaserand Seller agree that any liability of Company for amounts due under the CreditAgreement dated as of August 12, 2005 among Seller, National R.V. Inc.,Company, and UPS Capital Corporation (such corporation and the lenders forwhich it serves as agent, and referred to herein as “**UPS**”)as agent, as amended (the “**UPS Agreement**”),shall not remain a liability of Company following the Closing (as provided inSection 4.10).  The parties also agreethat any liability of Company for federal, state, or local income taxesrelating to any period or partial period ending on or before the Closing Dateshall be the sole responsibility of Seller (as provided in Sections 4.18 and7.2(d)).  Such income tax liability, allliability for amounts due UPS, and all liability in connection with Seller’semployment of Transferred Employees who do not accept employment with MergerSub pursuant to Section 4.16 shall be the “**ExcludedLiabilities**.”

(b)                                 Purchasershall cause Merger Sub to assume, as the same shall exist on and as of theClosing, and to the extent not discharged at the Closing, the liabilities andobligations of Seller described on Schedule 1.6 (the “**Additional Liabilities**”), all of which relate to thebusiness of Company.  To the extent thatany liabilities of Seller related primarily to the business of Company areidentified after the Closing, Purchaser shall, to the extent it agrees withsuch determination in its reasonable discretion, treat such liabilities asAdditional Liabilities and cause them to be assumed by the Merger Sub.

ARTICLE 2

REPRESENTATIONS ANDWARRANTIES OF SELLER

The Seller herebyrepresents and warrants to Purchaser as follows:

2.1                                 Organization.  Company is a duly organized corporation,validly existing and in good standing under the laws of the State of Oregon andhas the corporate power and authority to conduct its business as it ispresently being conducted and to own and lease its properties and assets.  Seller is a duly organized corporation,validly existing and in good standing under the laws of the State of Delaware,and has the corporate power and authority to conduct its business as it ispresently being conducted and to execute, deliver and perform its obligationsunder this Agreement.  Company is dulyqualified to do business as a foreign corporation and is in good standing ineach jurisdiction listed on Schedule 2.1, which constitute alljurisdictions in which such qualification is necessary under the applicable lawas a result of the conduct of Company’s business, except where the failure tobe so qualified would not reasonably be expected to have a Material AdverseEffect.

2.2                                 Authorization.  The execution and delivery of this Agreementby Company and Seller and the performance of their respective obligationshereunder have been duly authorized by the directors of Seller and thedirectors and the stockholder of Company, and no other corporate action orapproval on the part of Seller or Company (including any approval by the Seller’sstockholders) is necessary for the execution, delivery or performance of thisAgreement by Seller or Company.  ThisAgreement has been duly executed and delivered by Company and Seller and is avalid and binding obligation of Company and Seller, enforceable against each of

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them in accordance with its terms, except as suchenforceability may be limited by (a) bankruptcy, insolvency,reorganization, moratorium, or other similar laws, now or hereafter in effect,relating to or limiting creditors’ rights generally and (b) generalprinciples of equity (whether considered in an action in equity or at law).

2.3                                 NoConflict.  Neither the execution anddelivery of this Agreement by Company or Seller, nor the consummation of thetransactions contemplated hereunder, nor the fulfillment by Company or Sellerof any of its terms will:

(a)                                  conflictwith or result in a breach by Company or Seller of, or constitute a defaultunder, or create an event that, with the giving of notice or the lapse of time,or both, would be a default under or breach of, or give a right to terminate orcancel under, any of the terms, conditions or provisions of (i) theCertificate of Incorporation or Bylaws of Company or Seller; (ii) anyfederal, state, foreign, or material local law, statute, ordinance, rule,regulation, order, judgment, arbitration award, or decree or Authorization (ashereinafter defined) in effect as of the date of this Agreement and applicableto Company or Seller or by which any of Company’s or Seller’s assets are boundor subject to; or (iii) any judgment, order, writ, injunction, decree, ordemand of any Governmental Entity which materially affects Seller or Company,or is likely to materially adversely affect the surviving entity’s ability toconduct its business or own or convey its assets after the Closing;

(b)                                 resultin any breach of or constitute a default (or an event that with notice or lapseof time or both would become a material default) under, or give toothers any rights of termination, amendment, acceleration or cancellation of,or require payment under, or result in the creation of any pledge, claim,obligation to repurchase, lien, charge, security interest, or Encumbrance,other than liens for Taxes not yet due and payable and restrictions imposed byapplicable securities laws (collectively, “**Liens**”) on anyof the properties or assets of Company or Seller pursuant to, any note, bond,mortgage, indenture, or other material contract, agreement, lease, license,permit, order, decree, franchise, or other instrument or obligation to whichCompany or Seller is a party or by which Company or Seller or any of theirassets or properties is bound or is subject;

(c)                                  causea loss or adverse modification of any material permit, license, or otherauthorization granted by a Governmental Entity to or otherwise held or used byCompany;  and

(d)                                 requireCompany or Seller to obtain any material consent, approval, authorization or permitof, or to make any filing with or notification to, any governmental orregulatory authority (“**Governmental Entities**”),except for filing the Merger documents in Delaware and Oregon, the filing andrecordation of appropriate real estate transfer documents as required by Oregonand California Law with respect to the Additional Assets and any requiredfilings with the United States Securities and Exchange Commission and suchother consents, approvals, authorizations, permits or filings, the absence ofwhich would not reasonably be expected to have a Material Adverse Effect.

Except for this Agreement, neither Seller nor Companyhas any legal obligation, absolute or contingent, to any other Person to sellany capital stock or other ownership interest in Company, 

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or the business or any material assets of Company orto effect any merger, consolidation or other reorganization of Company or toenter into any agreement with respect thereto.

2.4                                 Capitalization;No Subsidiaries; Articles, Bylaws and Minutes; Derivative Securities.

(a)                                  Company’sauthorized capital stock consists of 1,000 shares of Company Common Stock, allof which are issued and outstanding.  Alloutstanding shares of Company Common Stock are duly authorized, validly issued,fully paid and non-assessable.  There areno outstanding options, warrants or other rights to acquire, or any securitiesor obligations convertible into or exchangeable for, any shares of the capitalstock of Company which have been issued or granted by or are binding upon Selleror Company or other Person.  Except asset forth on Schedule 2.4, Seller is the record and beneficialowner of all shares of Company Common Stock, free and clear of allEncumbrances.  Following the Merger,Purchaser will have good, complete and marketable title to all of the legal andeconomic interests in the surviving entity of the Merger, free and clear of allrestrictions or conditions to transfer or assignment (other than restrictionson transfer imposed by federal or state securities laws or restrictionsresulting from acts of Purchaser) and free and clear of all defects of title orEncumbrances.

(b)                                 Companydoes not have any direct or indirect subsidiaries.  For purposes of this Agreement, a direct orindirect subsidiary of Company means any corporation, trust, general or limitedpartnership, limited liability company, limited liability partnership, firm,company or other business enterprise which is controlled by Company throughdirect ownership of the stock or other proprietary interests of such businessenterprise or indirectly through the ownership of stock or other proprietaryinterests in one (1) or more other business enterprises which areconnected with Company by means of one (1) or more chains of businessenterprises that are connected by ownership of stock or other proprietaryinterests.

(c)                                  Companyhas provided or made available in the Data Room to Purchaser complete andcorrect copies of the Certificate of Incorporation, as amended, and Bylaws ofCompany, in each case as amended to the date of this Agreement.  The minute books of Company contain completeand accurate records of all meetings and other corporate actions of itsstockholders and directors and committees of directors (if any).  True and complete copies of the minute bookshave been delivered or made available to Purchaser.

(d)                                 Thereare no options, warrants or other rights (including registration rights),agreements, arrangements or commitments of any character to which Seller orCompany is a party relating to the issued or unissued capital stock or othersecurities of Company, or obligating Company to grant, issue or sell any sharesof the capital stock or other securities of Company, by sale, lease, license orotherwise.  There are no obligations,contingent or otherwise, of Company to (x) repurchase, redeem or otherwiseacquire any shares of Company capital stock; or (y) provide funds to, ormake any investment (in the form of a loan, capital contribution or otherwise),or provide any guarantee with respect to the obligations of Company or anyother Person.  Company neither owns norhas agreed to purchase or otherwise acquire, any capital stock of, or anyinterest convertible into or exchangeable or exercisable for, any capital stockof any corporation, partnership, joint venture or other business association orentity.  There are no agreements,arrangements or commitments of any character (contingent or otherwise) pursuantto 

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which any Person is or may be entitled to receive anypayment based on the revenues or earnings, or calculated in accordancetherewith, of Company.

2.5                                 FinancialStatements.

(a)                                  Companyhas delivered to Purchaser the unaudited balance sheets of Company as ofDecember 31, 2006, December 31, 2005 and December 31, 2004,and the related statements of income, retained earnings and cash flows for thefiscal years then ended and the estimated balance sheet and estimated cash flowforecast prepared in good faith for the one-month period endedJanuary 31, 2007 (collectively, the “**FinancialStatements**”).  Except as setforth in Schedule 2.5, the Financial Statements (i) areprepared in accordance with GAAP consistently applied as at the dates and forthe periods covered thereby (except that the January 31, 2007statements are subject to normal year-end adjustments and Financial Statementsare not accompanied by footnote disclosures); (ii) present fairly in allmaterial respects the financial position and results of operations and cashflows of Company as of the dates and for the periods then ended; (iii) arein agreement with the books and records of Company in all material respects;and (iv) contain and reflect adequate reserves, in accordance with GAAP,for all reasonably anticipated losses, costs and expenses.

(b)                                 TheFinancial Statements do not contain any items of special or nonrecurring incomeor any other income not earned or otherwise realized in the ordinary course ofbusiness except as expressly specified therein, and such Financial Statementsinclude all material adjustments, which consist only of normal recurringaccruals, necessary for such fair presentation.

(c)                                  Exceptas set forth in Schedule 2.5 hereto or as identified on theFinancial Statements, Company has no direct or indirect liabilities orobligations, either accrued, contingent or otherwise, which, individually or inthe aggregate with respect to any related items, are material to Company orinvolve a risk of loss in excess of $25,000, and which have not been reflectedin the December 31, 2006 balance sheet. Except as set forth in the Financial Statements or Schedule 2.5hereto, there are no facts known to Company or to Seller or any otherreasonable legal basis which Company or Seller has recognized as reasonablylikely to give rise to any claims which involve a risk of loss in excess of$25,000 against, or liabilities or obligations of, Company.

(d)                                 Companyhas, in accordance with good business practices, maintained complete andaccurate books and records, including financial records which fairly presentits financial condition in all material respects and records of all itsmaterial corporate transactions or proceedings.

(e)                                  Companyand Seller maintain a system of internal accounting controls sufficient toprovide assurances that (i) Company’s transactions are executed inaccordance with management’s general or specific authorizations;(ii) Company’s transactions are recorded as necessary to permitpreparation of financial statements in conformity with generally acceptedaccounting principles and to maintain accountability for assets;(iii) access to Company’s assets is permitted only in accordance withmanagement’s general or specific authorizations; (iv) appropriateaccruals, including for employee bonuses and vacation time, have been taken; 

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and (v) the recorded accountability for Company’sassets is compared with existing assets at reasonable intervals and appropriateaction is taken with respect to any differences.

2.6                                 Absenceof Certain Facts or Events.  Exceptas listed on Schedule 2.6, since December 31, 2006, Companyhas operated only in the ordinary course of business and there has not been:

(a)                                  anymaterial adverse change in (i) the financial condition of Company fromthat shown on the December 31, 2006 balance sheet; or (ii)  theresults of operations of Company from that shown in the statements ofoperations and cash flows of Company for the year ended December 31, 2006;

(b)                                 anydamage, destruction or loss to the assets or business of Company, whethercovered by insurance or not, involving individually or in the aggregate lossesor assets in excess of $25,000;

(c)                                  anyamendment to or entering into of any employment agreements or any increase inthe compensation payable or to become payable by Seller or Company to anyemployee, officer or director of Company or in the coverage or benefits underany bonus, insurance, pension or other Benefit Plan (excluding annuallength-of-service and similar adjustments to the benefits of individualparticipants);

(d)                                 anyissuance of capital stock of Company or options or rights to acquire capitalstock of Company, any redemption or repurchase of outstanding shares of capitalstock of Company, any declaration, setting aside or payment of any dividend ordistribution thereon, any stock split or reverse stock split, any merger ofCompany with any Person, any purchase or other acquisition by Company ofcapital stock or other interest in any other Person, any purchase or otheracquisition by Company of all or substantially all of the business or assets ofany other Person, any transfer or sale of a substantial portion of Company’sbusiness or assets to any Person, any transaction between Company and Sellerother than in the ordinary course of business or as disclosed in Seller’sfilings with the Securities and Exchange Commission, or any agreement to takeany such actions;

(e)                                  anysale, assignment, modification or transfer of any contractual rights, claims orother assets of Company valued at more than $25,000 individually, or more than$75,000 in the aggregate, other than in the ordinary course of businessconsistent with past practice;

(f)                                    anymortgage, pledge, or other Lien placed on Company assets to secure debt, or anyother Encumbrance placed on assets of Company which would prevent or materiallylimit the use, modification or sale of assets valued (individually or in theaggregate) at $25,000 or more;

(g)                                 theincurrence of any obligation or liability of Company as a result of borrowedmoney (except pursuant to existing credit agreements) or any capitalexpenditure in either case, in excess of $25,000 for any expenditure or seriesof related expenditures and not described on Schedule 2.6, or, anycommitment to borrow money entered into by Company, or any increase in anyloans made or agreed to be made by Company;

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(h)                                 anyfailure to pay or perform any obligation of Company as, when and to the extentdue other than pursuant to a good faith defense or right of setoff;

(i)                                     anyintentional or, to the Knowledge of Seller, other waiver of any rights ofsubstantial value to Company or any amendment or termination of the Certificateof Incorporation or Bylaws of Company or of any agreement to which Company is aparty which materially adversely affects, or is reasonably likely to materiallyadversely affect, Company’s results of operations or its financial condition;

(j)                                     anymaterial transaction entered into or consummated by Company, except in theordinary course of business consistent with past practice;

(k)                                  anymaterial addition to or modification of the Benefit Plans of Company or otherarrangements or practices affecting personnel of Company (other than extensionsof coverage thereunder to employees of Company who became eligible afterSeptember 30, 2006 in accordance with the terms of such Benefit Plans);

(l)                                     anyTax election or the settlement or compromise of any Tax claims; or

(m)                               anychange by Company or Seller in their accounting methods, principles orpractices.

2.7                                 Property,Leases and Liens.

(a)                                  Schedule 2.7hereto accurately sets forth as of December 31, 2006 all owned orleased real properties and all items of equipment and other personal propertyof Company having an individual book value in excess of $5,000 which are ownedby Company or used in or necessary for the conduct of Company’s business inaccordance with past practice and as currently conducted (the “**Properties**”).  Schedule 2.7also contains, with respect to each of the Properties, a list of (i) allleases, franchises and similar agreements creating, or materially modifying oraltering, Company’s rights to such Property; and (ii) all Indebtednesssecured by any Lien on any such Property, specifying the nature thereof and theholder of such Indebtedness.  Theagreements, contracts and commitments listed in Schedule 2.7 are infull force and effect without any material default, waiver or indulgencethereunder by Company or by any other party thereto.  Except as noted on Schedule 2.7,Company has good and marketable title to all assets of Company, in each case,free and clear of all Liens of any nature whatsoever, other than PermittedLiens.

(b)                                 Exceptas set forth on Schedule 2.7, to Seller’s Knowledge, neitherCompany nor Seller is a party to any lease, assignment or similar arrangementin respect of Company’s business under which Seller or Company is a lessor,assignor or otherwise makes available for use by any third party any portion ofCompany’s owned or leased real property.

(c)                                  Thefacilities, property and material equipment owned, leased or otherwise used byCompany are in a good state of maintenance and repair, free from materialdefects and in good operating condition (subject only to normal wear and tear)and suitable for the purposes for which they are presently used.  No material properties or assets necessaryfor the conduct of 

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Company’s business as conducted require replacement orrepair, or maintenance, other than maintenance in the ordinary course ofbusiness consistent with past practices.

(d)                                 Alltangible assets which are leased by Company have been maintained in accordancewith the manufacturers’ and lessors’ standards in such a manner that, at thetermination of each such lease, such leased assets can be returned to theirowner without any further material liability on the part of Company withrespect thereto.

(e)                                  Eachparcel of real property owned or leased by Company and all improvements locatedthereon (i) complies in all material respects with all covenants,conditions and restrictions affecting such property, either recorded or ofwhich Seller has Knowledge; and (ii) is not presently occupied or used byany party other than Company.  Allbuilding, plants and structures that are located on the real property owned byCompany lie wholly within the boundaries of such property.  Except as disclosed on Schedule 2.7,there are no unpaid taxes or assessments currently levied against the real propertyowned or leased by Company for which the Company is liable.  The Seller has delivered or made available inthe Data Room to Purchaser accurate and complete copies of all title insurancepolicies, surveys and other documents and records relating to the real propertyowned or leased by Company.

(f)                                    Uponconsummation of the transactions contemplated by this Agreement, the survivingentity in the merger will, free and clear of all Liens, other than PermittedLiens, own or lease all of the assets and properties, tangible or intangible,now held or employed by Company in connection with Company’s business and allAdditional Assets.  Such assets andproperties constitute all of the assets and properties, tangible andintangible, of any nature whatsoever, (1) necessary to operate thebusiness as currently conducted by Company; or (2) used in the business byCompany in the past twelve (12) months, other than Inventory sold,obsolete or unnecessary equipment disposed of, and equipment replaced with likeor upgraded equipment, in each case in the normal course of business consistentwith past practices.

2.8                                 Contractsand Commitments.

(a)                                  Exceptas set forth in Schedule 2.8, Company has no (i) collectivebargaining agreements, or any agreements or policies that contain or includeany severance pay liabilities or obligations; (ii) employment, consultingor similar agreement, contract or commitment which is not terminable withoutpenalty or cost by Company on notice of thirty (30) days or less orcontains an obligation of Company to pay and/or accrue more than $10,000 peryear; (iii) lease of personal property having a term in excess of one yearor remaining payments of $25,000 or more (as lessor or lessee); (iv) noteor other evidence of Indebtedness for borrowed money or the deferred purchaseprice of property or services which involves a liability of more than $25,000;(v) agreement of guaranty or indemnification; (vi) agreement,contract or commitment limiting the freedom of Company to engage in any line ofbusiness or compete with any Person; (vii) agreement, contract orcommitment relating to expenditures in excess of $25,000;(viii) agreement, contract or commitment relating to the acquisition ofassets of, or any interest in, any business enterprise involving individual oraggregate payments in excess of $10,000; (ix) joint ventures, jointmarketing arrangements or joint distribution arrangements; or (x) otheragreement, contract or commitment, including purchase orders (with customers orother Persons) which involves $25,000 or more and is not 

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cancelable without penalty or cost withinsixty (60) days.  Company hasdelivered or made available to Purchaser in the Data Room true, correct andcomplete copies of all documents required to be listed on Schedule 2.8(except for purchase orders entered into in the ordinary course of business).

(b)                                 Exceptas set forth in Schedule 2.8: (i) Company is not in violationof, nor has Company received any claim that it has breached, any of thematerial terms or conditions of any agreement, contract or commitment set forthor required to be set forth in any of the Schedules to this Agreement(collectively the “**Contracts**”);(ii) each Contract is in full force and effect in the form delivered toPurchaser and, to the Seller’s Knowledge, there is no material breach ordefault by any party thereto; (iii) to the Seller’s Knowledge, there areno facts or conditions which have occurred or are, based on facts presentlyknown to exist, anticipated which, through the passage of time or the giving ofnotice, or both, would constitute a default under any Contract; and(iv) the Contracts comply with all applicable laws.

2.9                                 Permitsand Authorizations.

(a)                                  Schedule2.9 lists each material consent, license, permit, grant or otherauthorization of any Governmental Entity held by Company or pursuant to whichSeller or Company conducts the Company’s business or owns, leases or operatesits assets (herein collectively called “**Authorizations**”).  All Authorizations are in full force andeffect and constitute all material authorizations of any Governmental Entityrequired to permit Seller or Company to own or operate the assets of Companyand to permit Merger Sub to conduct the business of Company following theClosing Date as such assets and business are presently operated andconducted.  The consummation of thetransactions contemplated by this Agreement will not require any transfer,renewal or notice with respect to any Authorizations except as shown on Schedule2.9.  There are no proposed orpending applications for Authorizations, applications for variances fromcompliance with Authorizations, or postponement of the dates for compliancewith Authorizations.

(b)                                 Schedule 2.9identifies all Authorizations which materially restrict the present operationof Company, which limits the term of possession or operation of any materialassets of Company or which pertain to environmental discharge.

(c)                                  Exceptas shown on Schedule 2.9, neither Seller nor Company has beennotified or presently has reason to believe any of the Authorizations will notin the ordinary course be renewed upon its expiration.

(d)                                 Exceptas shown on Schedule 2.9, Company has not received in writing, orto the Knowledge of Seller, otherwise, any claim or assertion that it hasbreached any of the terms or conditions of any Authorization in such manner(i) as would permit any other Person to cancel, terminate or materiallyamend any Authorization necessary to permit the continued operation of Companyas presently conducted; or (ii) that is reasonably likely to result in apenalty or fee of more than $5,000.

(e)                                  Thereis no action, proceeding or investigation pending or, to the Seller’sKnowledge, threatened regarding suspension or cancellation of anyAuthorization, except where 

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the failure to possess, or the suspension orcancellation of, such Authorization would not have a Material Adverse Effect onCompany’s business.

2.10                           NoViolations.

(a)                                  Companyis not in violation of any applicable law, statute, order, rule or regulationpromulgated or judgment entered (or, with respect to rules and regulations ofadministrative agencies, known by Company or Seller to be proposed) by anyGovernmental Entity in a manner which is reasonably likely to have a MaterialAdverse Effect.

(b)                                 Exceptfor those filings listed on Schedule 2.10 hereto, no materialconsent, approval or authorization of, or declaration, filing or registrationwith, any Governmental Entity is required to be made or obtained by Seller orCompany in connection with the execution, delivery and performance by Sellerand Company of this Agreement and the consummation of the transactionscontemplated hereby, or the continued operation of Company’s business.

(c)                                  Exceptas disclosed on Schedule 2.10 hereto, Company is not in conflictwith, or in default or violation of any law or any requirement, guideline,promulgation or rule of the Recreational Vehicle Industry Association, in anymaterial respect, and is not aware of any fact or circumstance reasonablylikely to lead to such a violation. Company and its conduct of its business complies, and at all relevanttimes since 2000 has complied, in all material respects, with the requirementsof the Transportation Recall Enhancement, Accountability and Documentation Actand implementing regulations of the National Highway Traffic SafetyAdministration (“**NHTSA**”), including but not limitedto the Reporting of Early Warning Information Regulation (49 CFR Part 579,subpart C), and Reporting of Safety Recalls and Other Safety Campaigns inForeign Countries Regulation (49 CFR Part 579, subpart B).

(d)                                 Exceptas disclosed on Schedule 2.10 hereto, neither Seller nor Companyhas received any written notices or other written correspondence from the NHTSArelating to Company or its products within the twenty-four (24) monthspreceding the date of the Agreement. Company has complied with all material NHTSA requirements, including butnot limited to Federal Motor Vehicle Safety Standards, in effect from time totime in connection with the conduct of its business.  Other than as set forth on Schedule 2.10,Company does not ship its products to, or distribute its products in, anycountry other than the United States and Canada.  All of Company’s products, except for anyproducts subject to a prior Recall disclosed to Purchaser, are and have been,at the time of sale:  (i) free fromany “defect related to motor vehicle safety” within the meaning of the NationalTraffic and Motor Vehicle Safety Act and NHTSA regulations, and (ii) incompliance with all other safety laws and standards, including, but not limitedto, all standards of the Recreational Vehicle Industry Association and, withrespect to products the Company has shipped to Canada, the Canadian StandardsAssociation, and all standards imposed on Company’s business by statute, ruleor regulation of any Governmental Entity or industry association, and Companyhas not received written notice of any infractions of such standards or beenrequired to undertake any remedial measures in response thereto, except suchdefects or noncompliance which would not reasonably be expected to have aMaterial Adverse Effect.

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2.11                           Proceedings.

(a)                                  Schedule 2.11lists all suits, actions, and other legal proceedings and all othercontroversies, and, to Seller’s Knowledge, governmental investigations andother legal proceedings, pending or threatened against Company or as to whicheither Seller or Company has received any claim or assertion, other thanactions, investigations and proceedings disclosed on Schedule 2.10or Schedule 2.26(b).  Exceptas set forth on Schedule 2.10, Schedule 2.11 or Schedule 2.26(b)hereto, there are no facts which Seller has recognized are reasonably likely tolead to any additional investigation being conducted or to any other suit,action or legal proceeding, governmental investigations and other legalproceedings except for such pending or threatened suits, actions,investigations and proceedings which Seller has determined would not reasonablybe expected to have a Material Adverse Effect.

(b)                                 Exceptas set forth on Schedule 2.11, there is no suit, action orproceeding or investigation pending, or, to Seller’s Knowledge, threatenedagainst or affecting Company or Seller that is likely to prevent or materiallydelay the ability of Company or Seller to consummate the transactionscontemplated by this Agreement or for entity surviving the Merger to continueto carry on Company’s business as now conducted following the Closing.  There is no judgment, decree, injunction,rule or order of any Governmental Entity or arbitrator outstanding againstCompany having, or which in the future is reasonably likely to have, any sucheffect.

(c)                                  Schedule 2.11also includes a list of all disputes, controversies and claims (includingdealer disputes) asserted against Company which were settled or resolved by apayment credit or adjustment of $25,000 or more since January 1, 2006.

2.12                           Insurance.  Schedule 2.12 lists all insurancepolicies under which Company is an insured or a beneficiary or for which it isliable to pay premiums and further sets forth the name of the insurer, type ofcoverage, policy limits and deductibles and additional insureds, if any, andthe annual premium for each such policy. Seller and Company have furnished or made available in the Data Room toPurchaser copies of all such policies and a history, as ofNovember 30, 2006, of all claimed losses under all of Seller andCompany’s insurance policies in the past five (5) years.  Except as noted on Schedule 2.12,all premiums with respect to such policies have been paid, and no notice ofcancellation, non-renewal or change in terms has been received by Company orSeller, or to Seller’s Knowledge has been contemplated.

2.13                           ProprietaryInformation and Rights.

(a)                                  IntellectualProperty Rights. Attached hereto as Schedule 2.13 is a true andcomplete list of all registered Intellectual Property Rights (as defined below)used or held for use by Company since January 1, 2003, other thancomputer software programs which are generally available to consumers orbusinesses.  Company shall disclose anypatent application in which Company has any interest to Purchaser on a separateconfidential list.  Company owns or isvalidly licensed or otherwise has the right to use, all Intellectual PropertyRights used or held for use by Company and all goodwill associated therewith inthe same manner in which any such Intellectual Property Right have been or arenow being used.  Company has notinfringed upon, misappropriated or otherwise violated any Intellectual PropertyRight or other proprietary 

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information of any other Person.  There is no claim, demand or proceedingpending or, to the Knowledge of Company, threatened, that pertains to orchallenges the right of Company to use any of the Intellectual Property Rightsidentified on Schedule 2.13 (including any claim that Company mustlicense or refrain from using any Intellectual Property Rights or otherproprietary information of any other Person). Company has not granted any license or other right and has no obligationto grant any license or other right with respect thereto.  To the Seller’s Knowledge, no other Personhas infringed upon, misappropriated or otherwise violated any IntellectualProperty Right of Company.  Withoutlimiting the generality of the foregoing, Company is the licensee under fullypaid, enforceable licenses that govern its use of all software in which anythird party has Intellectual Property Rights. Each such license remains in full force and effect.  Company has not breached any such license inany material respect, Company has paid all amounts that have heretofore becomedue and payable in respect of such licenses and, to Seller’s Knowledge, thereare no facts or circumstances in existence or reasonably anticipated by Companywhich would entitle any licensor to terminate any license for IntellectualProperty Rights with Company.  As used inthis Agreement, “**Intellectual Property Rights**”means, collectively, with respect to the U.S. and all other countries andterritories worldwide, any and all now known or hereafter known tangible andintangible: (i) rights associated with works of authorship includingcopyrights, moral rights and mask-works; (ii) trademark and trade namerights and similar rights; (iii) trade secret rights; (iv) patentrights, designs, algorithms, computer programs, methods of doing business,other proprietary ideas, designs, concepts, techniques, inventions, discoveriesand improvements, whether or not patentable and other industrial propertyrights, (v) all other intellectual and industrial property rights of everykind and nature and however designated, whether arising by operation of law,contract, license or otherwise; (vi) all registrations, initialapplications, renewals, extensions, continuations, continuations-in-part,divisions or reissues thereof now or hereafter existing, made or in force(including any rights in any of the foregoing); (vii) Internet websites,rights in domain names, computer programs and software; and (viii) anyother service mark, design, logo, trade secret, know-how, customer list orfinancial, business, marketing or other information, material or industrialproperty of a party or any of its affiliates.

(b)                                 Companydoes not use or own any registered Intellectual Property Rights related to itsbusiness, except those which are set forth in Schedule 2.13, which,along with its unregistered Intellectual Property Rights, constitute all of theIntellectual Property Rights necessary for the operation of Company’s businessas presently conducted.

(c)                                  Companyis not a party in any capacity to any franchise, license, or royalty agreementrespecting any Intellectual Property Rights except as set forth on Schedule 2.13and there is no conflict with the rights of other Persons in respect toIntellectual Property Rights used in the conduct of Company’s business.

(d)                                 Sellerand Company have taken commercially reasonable measures to protect theproprietary nature of the Intellectual Property Rights and to maintain inconfidence all trade secrets and confidential information owned or used byCompany.

2.14                           EmployeeBenefits.

(a)                                  Schedule 2.14sets forth a list of all “employee benefit plans” (as defined inSection 3(3) of the Employee Retirement Income Security Act of 1974, asamended, 

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(“**ERISA**”)) andall other profit-sharing, deferred compensation, bonus, stock option, stockpurchase, vacation pay, holiday pay, pension, retirement plans, medical andother compensation or benefit arrangements maintained or contributed to orrequired to be contributed to by Seller or Company for the benefit of Companyemployees (or former employees or service providers) and/or theirbeneficiaries; including a complete listing of all plans with respect to whichSeller or Company has either (i) made contributions or payments orincurred any contingent liability within six (6) years prior toClosing or (ii) is required to make payments, transfers or contributionsfor the benefit of Company employees (or former employees) and/or theirbeneficiaries (collectively, “**Benefit Plans**”).  No Benefit Plan is a “defined benefit plan”as defined in ERISA or subject to Title IV of ERISA.

(b)                                 Selleror Company has delivered or made available in the Data Room to Purchaser trueand complete copies of:

(1)                                  EachBenefit Plan and any related funding agreements (e.g., insurance contracts ortrusts), including all amendments;

(2)                                  Thecurrent draft of the Summary Plan Description pertaining to each Benefit Planfor which a Summary Plan Description is required by ERISA or by the terms ofsuch Benefit Plan;

(3)                                  Thethree (3) most recent annual reports for each Benefit Plan (includingall relevant schedules) for which such annual reports are required;

(4)                                  Themost recently filed PBGC Form 1 (if applicable); and

(5)                                  TheInternal Revenue Service determination letter (if any) for each Benefit Planand each amendment thereto.

(c)                                  EachBenefit Plan has been established, maintained and administered in all materialrespects in accordance with its terms and any related agreements, and with allapplicable laws, and, if intended to qualify under Code Section 401(a), isso qualified:

(1)                                  NeitherCompany nor any Affiliate of Company has ever contributed or been obligated tocontribute to any “multi-employer plan” (as defined in Section 3(37) ofERISA) or a “multiple employer welfare arrangement” (as defined inSection 3(41)(A) of ERISA);

(2)                                  Nosuch Benefit Plan subject to a funding requirement has been terminated at atime when such Benefit Plan was not sufficiently funded; and

(3)                                  Exceptas otherwise provided on Schedule 2.14, the value, determined on a terminationbasis, of all accrued benefits (whether or not vested) under each such BenefitPlan did not exceed, as of the most recent valuation date, and will not exceedas of the time of filing, the then current fair market value of the assets ofsuch Benefit Plan.

(d)                                 Allcontributions and other payments to be made to each Benefit Plan under theterms of that Benefit Plan, ERISA, the Internal Revenue Code (the “**Code**”) or any

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other applicable law have been timely made and allcontributions made have been fully deductible under the Code.  The books of Company properly reflect allamounts required to be accrued as liabilities under each Benefit Plan.

(e)                                  Inthe case of each Benefit Plan, there is no lien relating to its liabilities orobligations, and no accumulated funding deficiency (within the meaning ofSection 4971 of the Code), whether or not such deficiency has been waived,or any other unfunded liability.

(f)                                    EachBenefit Plan complies currently, and in all material respects, in form andoperation, with all applicable law including ERISA, the Code, and thecontinuation coverage rules of the Consolidated Omnibus Budget ReconciliationAct of 1985 (“**COBRA**”), Code § 4980B or part6 of Title I of ERISA.

(g)                                 Exceptas set forth on Schedule 2.14, no “prohibited transactions” (asdefined in Section 4975(c)(1) of the Code) or breaches of fiduciaryduty involving Company, Seller, or a director or officer of Seller or Company,have occurred with respect to any of the Benefit Plans.

(h)                                 Alltrusts maintained in connection with a Benefit Plan, including trusts that areintended to comply with the provisions of Code § 501(c)(9) or§ 501(c)(17), are exempt from federal income taxation under Code§ 501(a) and there has been no written or, to Seller’s and Seller’sKnowledge, other claims, of noncompliance or failure to properly maintain,operate or administer any Benefit Plan (or a related trust) which has renderedor is reasonably likely to render such Benefit Plan or trust, or Company,subject to or liable for any taxes, penalties or liabilities to any person.

(i)                                     Thereis no contract, agreement, or benefit arrangement covering any employee ofCompany which, individually or collectively, could give rise to the payment ofany amount which would constitute an “excess parachute payment” (within themeaning of Section 280G of the Code).

(j)                                     NeitherCompany nor any of its Affiliates maintains any Benefit Plan that providesseverance pay or medical benefits to one or more former employees (includingretirees), or provides for post-retirement benefits to present or formeremployees, other than benefits that are required to be provided pursuant toCOBRA or state law conversion rights.

(k)                                  Thereare no investigations, proceedings, or lawsuits, either currently in progress,or, on the basis of facts or circumstances recognized by Company or Seller,expected to be instituted in the future, against (i) any Benefit Plan; or(ii) any fiduciary of such plan (within the meaning ofSection 3(21)(A) of ERISA) brought on behalf of any participant,beneficiary or fiduciary thereunder, or by any Governmental Entity.

(l)                                     Withrespect to each Benefit Plan that is an employee welfare benefit plan (withinthe meaning of Section 3(1) of ERISA), all claims that are or couldbe attributable to such Benefit Plan are (i) insured pursuant to acontract of insurance whereby the insurance company bears any risk of loss withrespect to such claims, (ii) covered under a contract with a healthmaintenance organization (an “**HMO**”) pursuantto which the HMO bears the liability for

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claims or (iii) reflected as a liability oraccrued for on the financial statements of Company or Seller.

(m)                               Neitherthe execution of this Agreement nor the consummation of the transactionscontemplated hereby will (either alone or upon the occurrence of any additionalor subsequent events) constitute an event under any Benefit Plan that will ormay result (either alone or in connection with any other circumstance or event)in any payment (whether of severance pay or otherwise), acceleration,forgiveness of indebtedness, vesting, distribution, increase in benefits orobligation to fund benefits with respect to any Benefit Plan, including,without limitation, any “excess parachute payment” as defined under CodeSection 280G.

2.15                           EmploymentLaws.  Except as shown on Schedule 2.15:

(a)                                  Companyis in compliance in all material respects with all federal, state or otherapplicable laws, respecting employment and employment practices, terms andconditions of employment, wages and hours, affirmative action and occupationalsafety (except for violations or failures to comply which are not reasonablylikely to result in penalties in excess of $10,000, individually, or $50,000 inthe aggregate with respect to related items), and has not received notice of,and is not engaged in, any unfair labor practice.

(b)                                 Nounfair labor practice complaint against Company is pending before the NationalLabor Relations Board.

(c)                                  Thereis no labor strike, dispute, slowdown or stoppage actually pending or againstor affecting Company.

(d)                                 Exceptto the extent expressly provided in Schedule 2.15, there are not,and in the past three years there have not been, any material claims, grievancesor arbitration proceedings, workers’ compensation proceedings, labor disputes(including charges of violations of any federal, state or local laws orregulations relating to current or former employees (including retirees) orcurrent or former applicants for employment), governmental investigations, oradministrative proceedings of any kind pending or, to the Knowledge of Seller,threatened against or relating to Company, its employees or employmentpractices, or operations as they pertain to conditions of employment; nor isCompany or Seller subject to any order, judgment, decree, award, oradministrative ruling arising from any such matter.  Schedule 2.15 or Schedule 2.16lists all claims, charges or notices of correction received under laws andregulations pertaining to workplace safety since January 1, 2004.

(e)                                  Nocollective bargaining agreement is currently in existence or is beingnegotiated by Company and as of the date of this Agreement no labororganization has been certified or recognized as the representative of anyemployees of Company or is actively seeking such certification orrecognition.  To Seller’s Knowledge,Company’s relations with its employees are satisfactory.

(f)                                    Company’scontracts, if any, with temporary personnel agencies represent bona fide,arms-length agreements and the personnel provided by such agencies are notCompany’s employees for purposes of any federal, state or local laws, includinglaws pertaining

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to tax withholding, provision of benefits or unionrepresentation, except as disclosed on Schedule 2.15.

(g)                                 Noofficer, executive, key employee or group of key employees (“**Key Persons**”) has notified Company or Seller of an intent tocease providing services to Company or materially alter the terms on whichservices are provided to Company, and to Seller’s Knowledge, no Key Person isplanning to cease providing services or to seek to materially alter the termson which such Key Person’s services are provided to Company.

2.16                           EnvironmentalLaws.

(a)                                  Exceptas disclosed on Schedule 2.16, since 1996 (i) the assets andthe business of Company have been operated in compliance in all materialrespects with all applicable Environmental Laws including the holding of allAuthorizations held by Company or required to be held pursuant to EnvironmentalLaws; (ii) there has been no production, storage, Release, or disposal ofany hazardous materials in any material quantity at, in, on under, about orfrom any of the Properties by or on behalf of Company or to Seller’s Knowledgeby any previous owner or tenant of the Properties; (iii) there has been noproduction, storage, release or disposal of any hazardous materials in anymaterial quantity by or on behalf of Company at any other site; (iv) thereare no underground storage tanks or electrical equipment containing PCB’s onthe Properties, or any asbestos-containing materials on the Properties thatcould reasonably be expected to result in a material liability to Company; and(v) no Governmental Entity or any other Person has issued to Company orcommenced any notice of violation, notice to comply, compliance schedule,administrative or judicial complaint, enforcement action or lien with respectto alleged violations of Environmental Laws by or on behalf of Company orrelating to the Properties, or any proceeding or inquiry with respect to anyactual or alleged violation of any Environmental Law or any release or allegedrelease of a Hazardous Material by or on behalf of Company or relating to theProperties.

(b)                                 “**Environmental Law**” shall mean all laws, federal, state orlocal, including statutes, regulations, rules, ordinances and orders whichpurport to regulate the release of hazardous materials to the environment, orimpose requirements relating to environmental protection or public or employeehealth and safety, including, without limitation, the ComprehensiveEnvironmental Response, Compensation and Liability Act, as amended,42 U.S.C. Section 9601 *et seq.*, theResource Conservation and Recovery Act of 1976, as amended, 42 U.S.C.Section 6901 *et seq.*, the Emergency Planningand Community Right-to-Know Act, as amended, 42 U.S.C. Section 11001 *et seq.*, the Clean Air Act, as amended, 42 U.S.C.Section 7401 *et seq.*, the Federal WaterPollution Control Act, as amended, 33 U.S.C. Section 1251 *et seq.*, the Toxic Substances Control Act, as amended, 15U.S.C. Section 2601 *et seq.*,the Safe Drinking Water Act, as amended, 42 U.S.C. Section 300f *et seq.*, the Federal Insecticide, Fungicide &Rodenticide Act, as amended, 7 U.S.C. Section 136 *et seq.*,the Federal Food, Drug and Cosmetic Act, as amended, 21 U.S.C. Section 301*et seq.*, and the Occupational Safety andHealth Act, as amended, 29 U.S.C. Section 651 *et seq.*

(c)                                  “**Hazardous Material(s)**” shall mean any substance which is(i) defined as a hazardous substance, hazardous material, hazardous waste,pollutant, contaminant or words of similar import under any Environmental Law;(ii) a petroleum hydrocarbon, including crude

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oil or any fraction thereof; (iii) hazardous,toxic, corrosive, flammable, explosive, infectious, radioactive, carcinogenicor a reproductive toxicant; or (iv) regulated pursuant to anyEnvironmental Law.

(d)                                 “**Release**” shall mean any spilling, leaking, pumping, pouring,emitting, emptying, discharging, injecting, escaping, leaching, dumping, ordisposing into the environment (including the abandonment or discarding ofbarrels, containers, and other receptacles containing any hazardous materials).

(e)                                  Nomodification, revocation, reissuance, alteration, transfer or amendment of anyenvironmental permits, or any review by, or approval of, any third party underany environmental permits is required in connection with the execution ordelivery of this Agreement or the consummation of the transactions contemplatedhereby or the continuation of the business of Company as currently conducted.

(f)                                    Companyhas not assumed, contractually or by operation of law, any liabilities orobligations under any Environmental Laws except, in the case of those assumedby operation of law, those assumed which in and of themselves (and irrespectiveof any contribution or indemnification rights) could not reasonably be expectedto expose Company to liability in excess of $25,000.

(g)                                 Sellerand Company have delivered or made available in the Data Room to Purchaser allenvironmental surveys and reports (including any “Phase 1” or “Phase 2”reports) in their possession or available to them.

2.17                           Taxes.  Except as set forth in Schedule 2.17hereto, (i) all federal, state, foreign and local Tax returns and Taxreports (including information returns) required to be filed by Company havebeen filed with the appropriate Governmental Entities in all jurisdictions inwhich such returns and reports are required to be filed, and all such returnsand reports are, in all material respects, complete, accurate and in accordancewith all legal requirements applicable thereto; (ii) all federal, state,foreign and material local income, profits, franchise, sales, use, occupation,property, excise, withholding and other Taxes, duties, charges and assessments(including interest and penalties) due from Company, (A) have been fullypaid or adequately provided for on the books and financial statements ofCompany in accordance with GAAP or (B) are disclosed on Schedule 2.17and are being contested in good faith by appropriate proceedings;(iii) Company has not received any written notice or inquiry from theInternal Revenue Service or any other taxing authority in connection with anyof the returns and reports referred to in the foregoing clause (i) ofany pending or threatened examination or audit which, individually or in theaggregate, if adversely decided against Company would reasonably be likely toresult in adjustments or penalties in excess of $10,000, individually or in theaggregate; (iv) no extensions or waivers of statutes of limitation thathave not expired have been given or requested with respect to Company;(v) the federal and state Tax returns of Company have been examined (orare no longer subject to examination) by the appropriate agency except for allperiods after the dates set forth on Schedule 2.17 for eachcategory of Tax return; (vi) deficiencies asserted or assessments made asa result of examination by any taxing authorities have been fully paid or fullyreflected on the books of Company; (vii) Company has no liability forTaxes of any third party under Treasury Regulation Section 1.1502-6 (orany

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similar provision of any other applicable law) as atransferee or successor by contract or otherwise, and (viii) there are notax sharing, allocation, indemnification or similar agreements in effect asbetween the Company and Seller or any of Seller’s Affiliates under whichPurchaser or Merger Sub could be liable for any Taxes or other claims of anyPerson.  Company has not made an electionunder Section 341(f) of the Code.

2.18                           NoUnlawful Contributions.  NeitherCompany nor any director, officer, agent, employee or other Person associatedwith or acting on behalf of Company, has made or used any corporate funds tomake any unlawful contributions, gifts, entertainment or other unlawfulexpenses relating to political activity, made any direct or indirect unlawfulpayments to officials or employees of any Governmental Entity from corporatefunds; failed to file any reports required with respect to lawfulcontributions; established or maintained any unlawful or unrecorded fund ofcorporate monies or other assets; made any intentionally false or fictitiousentries on the books or records of Company; or made or received any bribe, rebate,payoff, influence payment, kickback or other unlawful payment.

2.19                           NoInsider Transactions.  Except asdisclosed in Schedule 2.19, neither Seller nor any Affiliate ofSeller, or any trust, partnership or corporation in which any of such Personshas an interest, has, directly or indirectly, (a) any interest (other thanas a holder of not more than 3% of the issued and outstanding securities of acorporation whose securities are traded on a national securities exchange) inany Person which furnishes or sells, services or products which Companyfurnishes or sells; (b) any interest (other than as a holder of not morethan 3% of the issued and outstanding securities of a corporation whosesecurities are traded on a national securities exchange) in any Person whichpurchases from or sells or furnishes to Company any goods or services;(c) a beneficial interest in any contract, commitment, agreement orunderstanding to which Company is a party or by which it may be bound oraffected (except for written employment contracts listed on a Schedule to thisAgreement); or (d) any interest or claim against Company or any of itsassets which could result in a claim against Company or could materially andadversely affect Company’s assets, Company’s title to or its right to use itsassets, or Company’s right to conduct its business following the Closing.  Except as disclosed on Schedule 2.19,none of the assets of Company include any receivables from any officer,director, shareholder or employee of Company or Seller.  Schedule 2.19 discloses allservices provided to or obtained on behalf of Company by Seller, a list of thename and job position of each person employed by Seller or any of itsAffiliates who is not employed by Company but who performs substantial servicesfor Company or whose duties relate primarily to the business of Company.

2.20                           AccountsReceivable; Vendors.

(a)                                  Theaccounts receivable reflected on the Financial Statements, or thereafteracquired by Company through the Closing Date were earned by sales actually madeor services actually performed in the ordinary course of business and, exceptas set forth on Schedule 2.20, are not subject to any dispute,set-off or counterclaim.  The accountsreceivable set forth on Schedule 2.20 do not represent obligationsfor goods sold on consignment, on approval or on a sale-or-return basis, orsubject to any other repurchase or return arrangement other than as set forthon Schedule 2.20.  The Sellerhas no knowledge of any facts or circumstances (other than general economicconditions) which would result in any material increase in the uncollectabilityof the accounts receivable of the Company in excess of the

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reserves therefor set forth in the FinancialStatements or, for receivables arising subsequent to the most recent FinancialStatements, as reflected on the books and records of Company (which receivablesare recorded in accordance with GAAP).  Schedule 2.20discloses all accounts receivable which have remained unpaid more than45 days from the date of the applicable invoice as ofJanuary 31, 2007.

(b)                                 Schedule 2.20sets forth the identity of each of Company’s fifteen (15) largestvendors for the fiscal year ended December 31, 2006, and the amountspayable to each such vendor at such date, and also discloses, as ofDecember 31, 2006, the fiscal year-to-date purchases from each vendoridentified on Schedule 2.20 and the amount paid to such vendor asof December 31, 2006.  Exceptas disclosed on Schedule 2.20, no vendor or supplier listed thereonhas informed Company or Seller in writing of plans to terminate its businessrelationship with Company or curtail or modify adversely to Company the termson which such vendor provides goods or services to Company, and to Seller’sKnowledge no such actions are planned or anticipated.

2.21                           Inventories.  The inventories reflected on the FinancialStatements, and thereafter acquired by Company through the Closing Date, takenas a whole, are in all material respects of a quality and quantity usable andsalable in the normal course of the business of Company.  The values at which such inventories arecarried on the Financial Statements reflect the historical inventory valuationpolicy of Company stating inventories at the lower of cost (on a first-in,first-out basis) or market as of the date of the Financial Statements.  Schedule 2.21 lists allinventories of raw materials, finished goods, packaging supplies or ingredientsowned or in the custody of Company (“**Inventory**”)and, with respect to Inventory owned by or held for the account of a customer,identifies such customer and Inventory in reasonable detail, and specifies thelocation of such Inventory.  Schedule2.21 further specifically identifies all items of Inventory for whichCompany holds more than four months of the applicable customer’s needs, basedon past practice and all write-downs or impairment charges incurred orrecognized since January 1, 2004 which exceeded $50,000 for any item orwhich were not incurred or recognized in the ordinary course of business.

2.22                           BankAccounts.  Schedule 2.22lists all bank accounts, safe deposit boxes, money market funds, certificatesof deposit, stocks, bonds, notes and other securities owned directly orindirectly, beneficially or of record, by Company and identifies all personsauthorized to sign on such accounts.

2.23                           Warranties.  Schedule 2.23 contains a copy ofCompany’s written warranty terms to its customers.  Except as set forth on Schedule 2.23,Company has not given or made any other written or, to the Knowledge of Seller,oral warranties to any Person with respect to any products sold or servicesperformed.  Except for warrantyobligations and returns in the ordinary course of business consistent with pastpractice for which appropriate reserves have been reflected in the FinancialStatements, there are no outstanding or threatened warranty claims againstCompany relating to express or implied warranties.

2.24                           Deliveryof Documents.  Seller and Companyhave delivered or made available in the Data Room to Purchaser true and correctcopies of all documents, and any and all

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amendments to any such documents, referred to in thisAgreement or in any Schedule delivered to Purchaser pursuant to thisAgreement.

2.25                           NoFinders or Brokers.  Neither Sellernor Company nor any of their Affiliates has entered into any agreement,arrangement or understanding with any Person which could result in theobligation to pay any finder’s fee, brokerage commission, advisory fee orsimilar payment in connection with the transactions contemplated hereby exceptas disclosed on Schedule 2.25. No such arrangement or understanding imposes any obligation or liabilityon Purchaser.

2.26                           ProductWarranties; Product Liability; Safety and Recalls.

(a)                                  Companyprovides, and has provided for the past five years, only the express writtenlimited product warranties attached as Schedule 2.26(a).

(b)                                 Exceptas set forth on Schedule 2.26(b), (i) there is no claim by orbefore any court or governmental or other regulatory or administrative agency,commission or other Governmental Entity, including the NHTSA, against Companyor Seller alleging any product manufactured, shipped, sold or delivered by oron behalf of Company which is pending or, to the Knowledge of Company,threatened, nor, to Seller’s Knowledge, does there exist any basis therefor,relating to or resulting from an alleged defect in design, manufacture,materials or workmanship of any product manufactured, shipped, sold ordelivered by or on behalf of Company or any alleged failure to warn, or anyalleged breach of implied warranties or representations.

(c)                                  Asused in this Section 2.26, the term “**product(s)**”shall mean any product designed, manufactured, shipped, sold, marketed,distributed and/or otherwise introduced into the stream of commerce by or onbehalf of Company, including, without limitation, any product sold in theUnited States by Company as the distributor, agent, or pursuant to any othercontractual relationship with a manufacturer, and the term “**defect**” shall mean a defect or impurity of any kind, whetherin design, manufacture, processing, or otherwise, including, withoutlimitation, any dangerous propensity associated with any reasonably foreseeableuse of a product, or the failure to warn of the existence of any defect,impurity, or dangerous propensity.

(d)                                 Exceptas set forth on Schedule 2.26(b), to Seller’s Knowledge, (i) therehas not been any Occurrence (as defined in Section 2.26(e) below);(ii) since January 1, 2004 there has not been any product recall,rework or post-sale warning or similar action (collectively “**Recalls**”) conducted by Seller or Company with respect to anyproduct manufactured, shipped, sold or delivered by or on behalf of Company,or, any investigation or consideration of or decision made by any person orentity concerning whether to undertake or not undertake, any Recalls;(iii) there are no pending or to Seller’s Knowledge, threatened claimsagainst Company under any state “lemon” law or other consumer protection law,regulation or rule nor, to Seller’s Knowledge, does there exist any basistherefor; and (iv) there are no material defects in design, manufacturing,materials or workmanship including, without limitation, any failure to warn, orany breach of express or implied warranties or representations, which involveany product manufactured, shipped, sold or delivered by or on behalf ofCompany.

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(e)                                  Forpurposes of Section 2.26, the term “**Occurrence**”means any accident, happening or event which occurs or has occurred afterJanuary 1, 2004 or January 1, 2005 at any time prior to the ClosingDate which is caused or allegedly caused by any hazard or defect inmanufacture, design, materials or workmanship including, without limitation,any failure or alleged failure to warn or any breach or alleged breach ofexpress or implied warranties or representations with respect to a productmanufactured, shipped, sold or delivered by or on behalf of Company whichresults or is alleged to have resulted in injury or death to any person ordamage to or destruction of property (including damage to or destruction of theproduct itself) or other consequential damages, at any time.

(f)                                    Allmanufacturing standards applied, testing procedures used and productspecifications disclosed to customers by Company comply in all materialrespects with all requirements established by any applicable law.

(g)                                 Sellerhas provided or made available in the Data Room to Purchasers all writtencorrespondence and communications between Company or Seller and NHTSA sinceJanuary 1, 2004.

(h)                                 Exceptas disclosed on Schedule 2.26(f), there is not, and there has notbeen for the past five years, any pending or, to the Knowledge of Seller,threatened recall, rework, post-sale warning or investigation of any productshipped, sold, delivered, manufactured or designed by Company.

2.27                           Dealer Network; Rebates and Refunds.

(a)                                  Schedule 2.27 sets forth a true and complete list of Company’stop twenty (20) dealers in terms of Company’s sales, together with the salesmade thereto, for each annual period from January 1, 2004, throughDecember 31, 2006, and the accounts receivable for each such dealer as ofDecember 31, 2006.  A true andcomplete copy of all the Company’s standard form of dealer agreement has beendelivered to Purchaser and except as set forth on Schedule 2.27, thereare no material deviations from the Company’s standard form in the Company’sdealer agreements with its top twenty (20) dealers (by revenue).  Except as shown on Schedule 2.27,since January 1, 2006, none of the Company’s top twenty (20) dealers(by revenue), has indicated to Company in writing, or to Seller’s Knowledgeotherwise, that it does not intend to continue to carry Company’s products.

(b)                                 Schedule 2.27 discloses (i) all significant refunds, rebates, discounts andreturn policies or practices that Company has engaged in with respect topersons supplying goods and services to Company; and (ii) all annualprograms relating to refunds, rebates, discounts and return policies orpractices that Company has engaged in with respect to furnishing its productsto others in connection with Company’s business; and

(c)                                  nocreditor which provides financing to Company dealers supported by Companyrepurchase obligations (a “**Creditor**”) hasnotified Seller or Company, either orally or in writing, that such Creditorintends to discontinue financing dealer purchases of Company products.

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2.28                           RepresentationsComplete.  None of therepresentations or warranties made by Seller in this Agreement (taken togetherwith the Disclosure Schedules), and none of the statements made by Seller inany schedule or certificate furnished by Seller pursuant to this Agreementcontains or will contain any untrue statement of a material fact, or omit tostate any material fact necessary in order to make the statements containedherein or therein (to the extent such statements are of, by or regarding Selleror Company) not misleading.

ARTICLE 3REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser and Merger Sub hereby represent andwarrant to Seller as follows:

3.1                                 Organization;Ownership.  Each of Purchaser andMerger Sub is a duly organized limited liability company, validly existingand in good standing under the laws of the State of Delaware and has the powerand authority to perform this Agreement.

3.2                                 Authorization.  The execution and delivery of this Agreementby Purchaser and Merger Sub and the performance of their respectiveobligations hereunder have been duly authorized by their respective directors,and no other limited liability company action or approval by Purchaser orMerger Sub is necessary for their execution, delivery or performance ofthis Agreement.  This Agreement has beenduly executed and delivered by Purchaser and Merger Sub, respectively, andis a valid and binding obligation of Purchaser and Merger Sub, respectively,enforceable against each in accordance with its terms, except as suchenforceability may be limited by (a) bankruptcy, insolvency,reorganization, moratorium or other similar laws, now or hereafter in effect,relating to or limiting creditors’ rights generally; and (b) generalprinciples of equity (whether considered in an action in equity or at law).

3.3                                 NoConflict.  Neither the execution anddelivery of this Agreement by Purchaser nor the consummation of thetransactions contemplated hereunder nor the fulfillment by Purchaser of any ofits terms will, except as described in Schedule 3.3:

(a)                                  conflictwith or result in a breach by Purchaser or Merger Sub of, or constitute adefault by it under, or create an event that, with the giving of notice or thelapse of time, or both, would be a default under or breach of, any of theterms, conditions or provisions of (i) any indenture, mortgage, lease,deed of trust, pledge, loan or credit agreement or any other material contract,arrangement or agreement to which Purchaser or Merger Sub is a party or towhich a material portion of their respective assets are subject; (ii) therespective certificates of formation or operating agreements of Purchaser orMerger Sub; or (iii) any judgment, order, writ, injunction, decree ordemand of any Governmental Entity which materially affects Purchaser orMerger Sub or which materially affects the Purchaser’s or Merger Sub’srespective ability to conduct its business;

(b)                                 resultin the creation or imposition of any lien, charge or Encumbrance of any naturewhatsoever upon any material portion of the respective assets of Purchaser orMerger Sub or which materially affects the Purchaser’s or Merger Sub’srespective ability to conduct its business as conducted prior to the date of thisAgreement; or

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(c)                                  causea loss or adverse modification of any permit, license, or other authorizationgranted by any Governmental Entity to or otherwise necessary or materiallyuseful to Purchaser’s or Merger Sub’s respective business.

3.4                                 NoFinders or Brokers.  NeitherPurchaser nor Merger Sub nor any of their respective Affiliates enteredinto any agreement, arrangement or understanding with any Person which couldresult in any obligation of Seller to pay any finder’s fee, brokeragecommission, advisory fee or similar payment in connection with this Agreementor the transactions contemplated hereby.

3.5                                 Availabilityof Funds.  Purchaser andMerger Sub currently have access to sufficient immediately available fundsin cash or cash equivalents, and will at the Closing have sufficientimmediately available funds, in cash, to pay the Purchase Price and to pay anyother amounts payable pursuant to this Agreement and to effect the transactionscontemplated by this Agreement.

ARTICLE 4COVENANTS

4.1                                 Confidentiality.

(a)                                  Untilthe Closing, Purchaser shall treat in confidence all non-public documents,materials and other information which Purchaser shall have obtained regardingCompany during the course of the negotiations leading to the transactionscontemplated hereby, the investigation of Company and the preparation of thisAgreement, and in the event the sale and purchase hereunder shall not beconsummated, Purchaser shall return all copies of non-public documents andmaterials which have been furnished in connection therewith.  However, nothing contained herein shallprohibit Purchaser hereto from:

(1)                                  usingsuch documents, materials and other information in connection with any actionor proceeding brought or any claim asserted by Company hereto in respect of anybreach of any representation, warranty or covenant made in or pursuant to thisAgreement, or

(2)                                  supplyingor filing such documents, materials or other information to or with anyGovernmental Entity or other Person which Purchaser and Seller deem reasonablynecessary in connection with the obtaining of any consent, waiver, amendment,modification, approval, authorization, permit or license which may be necessaryto effectuate this Agreement and to consummate the transactions contemplatedhereby.

(b)                                 Fromand after the date hereof, Seller shall treat, and shall cause its Affiliatesto treat, in confidence all documents, materials and other informationregarding Purchaser or its Affiliates which are in Seller’s possession orcontrol.  The restrictions of thepreceding sentence shall not apply to information that (i) was publiclyknown at the time of disclosure to Seller; (ii) becomes publicly knownthrough no action or fault of Seller; (iii) was in Seller’s possession orreceived by Seller from a source other than the Company or its prior ownersfree of any obligation of confidence at the time of such source’s communicationthereof;

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or (iv) is rightfully obtained from third partiesauthorized to make such disclosure without restriction.  Following Closing, Seller shall treat, andshall cause its Affiliates to treat, in confidence all documents, materials andother information regarding Company which are in their possession or controlsubject to the foregoing limitations and shall not use such confidentialinformation in connection with the operation of its business.

(c)                                  Theconfidentiality agreement dated January 22, 2007, between NationalR.V. Holdings, Inc. and Riley Investment Management, LLC (the “**Confidentiality Agreement**”) shall remain in effect followingthe Closing in accordance with its terms and shall apply to Seller, Purchaser,and their controlled Affiliates.

4.2                                 Fulfillmentof Conditions.

(a)                                  Sellerwill use all reasonable efforts, and Seller will cause Company to use allreasonable efforts, to perform, comply with and fulfill all obligations,covenants and conditions required by this Agreement to be performed, compliedwith or fulfilled by Seller or Company prior to or as of the Closing Date.  Purchaser will use all reasonable efforts toperform, comply with and fulfill all obligations, covenants and conditionsrequired by this Agreement to be performed, complied with or fulfilled byPurchaser or Merger Sub prior to or as of the Closing Date.

(b)                                 Sellerwill use all reasonable efforts, and will cause Company to use all reasonableefforts, to secure all necessary consents, waivers, permits, approvals,licenses and authorizations and will make, and will cause Company to make, allnecessary filings in order to enable Seller or Company to consummate thetransactions contemplated hereby. Purchaser will use all reasonable efforts to secure all necessaryconsents, waivers, permits, approvals, licenses and authorizations and willmake all necessary filings in order to enable Purchaser and Merger Sub to consummatethe transactions contemplated hereby.

4.3                                 Purchaser’sAccess to Records and Inspection Rights. Seller and Company will permit, and will cause Company to allowPurchaser and its lenders and other representatives, through their officers,employees, counsel, accountants and other authorized representatives, toinspect the properties and records of Company and of Seller, as they relate toCompany and to discuss the affairs and accounts of Company and of Seller, asthey relate to Company with such officers, employees, counsel, accountants andother agents of Company and Seller as shall have been approved (including theprocedures in respect of such inspection and discussions) in advance byCompany, which approval will not be unreasonably withheld.  Purchaser shall conduct any inspection ordiscussion in a manner that does not unreasonably interfere with the normalbusiness of Company or Seller.

4.4                                 Transferof Additional Assets.

(a)                                  Atthe Closing, the Seller shall assign and transfer or cause to be assigned andtransferred all Additional Assets to Merger Sub free and clear of all Liens andother Encumbrances, other than Permitted Liens, for aggregate consideration ofSeven Million Seven Hundred Thousand Dollars ($7,700,000); provided, however,that if Seller is unable to so assign or transfer all Additional Assets at theClosing, Seller will cause all remaining Additional Assets

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to be assigned and transferred to Merger Sub orits successor in interest free and clear of all Liens and other Encumbrances, otherthan Permitted Liens, for no additional consideration, as soon as possiblefollowing the Closing.

(b)                                 Ifany further action is necessary or desirable at any time after the Closing Dateto carry out the purposes and intent of this Agreement and to vest inMerger Sub all rights, title and interests in and to the Additional Assets, Seller or the officers ordirectors of Seller are fully authorized in the name of Seller to take, andSeller shall cause such Persons to take, all such necessary or desirable actions.  Without limiting the foregoing, Seller agreesto assist Purchaser and Merger Sub in asserting or enforcing any claim,right or title of any kind in or to the Additional Assets, and to do all suchacts and things in relation thereto as Purchaser and Merger Sub deemadvisable.

(c)                                  Sellerhereby constitutes and appoints Purchaser the true and lawful attorney ofSeller, with full power of substitution, in the name of Seller, Purchaser, orMerger Sub, as applicable, but for the benefit of Purchaser andMerger Sub and at the expense of Purchaser and Merger Sub (provided, however, that Seller’s obligations will not in any waybe limited as a result of Purchaser undertaking such expense) to collect,assert or enforce any claim, right or title of any kind in or to the AdditionalAssets, institute and prosecute all actions, suits and proceedings whichPurchaser or Merger Sub may deem proper in order to collect, assert or enforceany such claim, right or title, defend and compromise all actions, suits and proceedingsin respect of any Additional Asset, and do all such acts and things in relationthereto as Purchaser shall deem advisable. Seller acknowledges that such powers are coupled with an interest andshall not be revocable by it in any manner or for any reason, including itsdissolution, and that Merger Sub shall be entitled to retain for its ownaccount any amounts collected pursuant to such powers, including any amountspayable as interest in respect thereof. Such powers shall be granted by such powers of attorney and otherinstruments as shall be reasonably requested by counsel for Purchaser.

4.5                                 Operationin Ordinary Course.  From theexecution of this Agreement until the Closing, Seller shall cause Company to,and Company shall, operate its business only in a manner consistent with itspresent and historical practice, and, in particular, to assure that, except asrequired by this Agreement, unless Purchaser otherwise consents in writing, noaction or event within the control of Company or Seller occurs which, had itoccurred prior to the execution of this Agreement, would have been required tobe disclosed on Schedule 2.6. Without limiting the generality of the foregoing, during the period fromthe date of this Agreement to the Closing Date, Company shall not, without theprior written consent of Purchaser, which consent shall not be unreasonablywithheld:

(a)                                  declare,set aside or pay any dividends on, or make any other distributions in respectof, any of its capital stock;

(b)                                 split,combine or reclassify any of its capital stock or issue or authorize theissuance of any other securities in respect of, in lieu of or in substitutionfor shares of its capital stock;

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(c)                                  purchase,redeem or otherwise acquire any shares of capital stock of Company or any othersecurities thereof or any rights, warrants or options to acquire any suchshares or other securities;

(d)                                 authorizefor issuance, issue, deliver, sell, pledge or otherwise encumber any shares ofits capital stock, any other voting securities or any securities convertibleinto, or any rights, warrants or options to acquire, any such shares, votingsecurities or convertible securities or any other securities or equityequivalents (including without limitation stock appreciation rights);

(e)                                  amendits articles of incorporation, bylaws or other comparable charter ororganizational documents;

(f)                                    acquireor agree to acquire by merging or consolidating with, or by purchasing asubstantial portion of the stock or assets of, or by any other manner, anybusiness or any corporation, partnership, joint venture, association or otherbusiness organization;

(g)                                 mortgageor otherwise encumber or subject to any Encumbrance or otherwise dispose of,sell, lease or license any of its properties or assets, other than sales ofinventory in the ordinary course of business consistent with past practice;

(h)                                 incurany indebtedness for borrowed money or guarantee any such indebtedness ofanother Person, issue or sell any debt securities or warrants or other rightsto acquire any debt securities of Company, guarantee any debt securities ofanother Person,  enter into any “keepwell” or other agreement to maintain any financial statement condition ofanother Person or enter into any arrangement having the economic effect of anyof the foregoing, except for  borrowingsunder current credit facilities and for lease obligations, in each case in theordinary course of business consistent with past practice;

(i)                                     makeany loans, advances or capital contributions to, or investments in, any otherPerson, other than to Company;

(j)                                     pay,discharge or satisfy any claims (including claims of shareholders), liabilitiesor obligations (absolute, accrued, asserted or unasserted, contingent orotherwise), except for the payment, discharge or satisfaction (i) ofliabilities or obligations in the ordinary course of business consistent withpast practice or in accordance with their terms as in effect on the datehereof; or (ii) claims settled or compromised to the extent permitted bySection 4.5(n), or waive, release, grant, or transfer any rights ofmaterial value or modify or change in any material respect any existinglicense, lease, permit, contract or other document, other than in the ordinarycourse of business consistent with past practice;

(k)                                  adoptresolutions providing for or authorizing a liquidation or a dissolution;

(l)                                     enterinto any collective bargaining agreement or materially alter any employment orwork policy;

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(m)                               changeany material accounting principle used by it, except to the extent required bygenerally accepted accounting principles;

(n)                                 settleor compromise any litigation (whether or not commenced prior to the date ofthis Agreement) other than settlements or compromises of litigation where theamount paid (after giving effect to insurance proceeds actually received) insettlement or compromise is not greater than $50,000;

(o)                                 makeany new capital expenditure or expenditures, other than capital expendituresnot to exceed $25,000, in the aggregate;

(p)                                 exceptin the ordinary course of business or otherwise permitted by this Agreement,modify, or amend or terminate any Contract or agreement set forth on anySchedule to this Agreement, waive, release or assign any material rights orclaims;

(q)                                 enterinto any employment, severance  or otheragreement with any officer, director or key employee of Company or any of itsSubsidiaries or hire or agree to hire any new or additional key employees withannual compensation of $50,000 or more or any officer;

(r)                                    makeany Tax election or settle or compromise any material Tax liability;

(s)                                  voluntarilytake, or voluntarily agree to commit to take, any action that would make anyrepresentation or warranty of Company contained herein inaccurate in anymaterial respect at, or as of any time prior to, the Closing; or

(t)                                    authorizeany of, or commit or agree to take any of, the foregoing actions.

4.6                                 Post-ClosingAccess.  After the Closing, eachparty will cooperate with the other party to the extent reasonably requested tocarry out the purposes of this Agreement, and to make available all financial,insurance, Tax and other information (including reasonable access to books andrecords) of Company or Seller, as applicable, to the extent reasonably requiredby any party in connection with (a) any audit or other investigation byany taxing authority; (b) the prosecution or defense of any civil oradministrative claims, Tax claims, claims in respect of Intellectual PropertyRights,  or related litigation; (c) thepreparation of financial statements and related data; (d) the preparationof Tax returns or any other reports or submissions to any Governmental Entityrequired to be made by any party with respect to Company or the transactionscontemplated by this Agreement; or (e) administration of and renegotiationof contracts and financing activities; provided that such cooperationand availability of information do not unreasonably interfere with normalbusiness of any party and provided, further, that the requestingparty reimburses the other party for any out-of-pocket and third-party expensesincurred to provide such information. Purchaser shall cause Company to preserve all such information,including without limitation, the books and records of Company, for at leastsix (6) years after the Closing Date.

4.7                                 Deliveryof Audited Financial Statements. Following the Closing, the Seller shall use commercially reasonable bestefforts to assist Company, Purchaser, and Company’s independent publicaccountants to produce audited copies of the Financial Statements of

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Company for the years ended December 31, 2004,2005, and 2006, accompanied by the opinion of Seller’s independent certifiedpublic accountants.  Purchaser shall bearthe fees and expenses of Company’s independent public accountants in connectionwith such audit.

4.8                                 NoSolicitation of Other Transactions. Until the earlier of the Closing Date and the date this Agreement isterminated pursuant to Article 6 hereof, Seller and Company will not, norwill Seller permit any of its officers, members, agents, representatives orAffiliates (any of the foregoing, a “**SellerRepresentative**”) todirectly or indirectly take any of the following actions:

(a)                                  solicit,initiate, entertain, or encourage any proposals or offers from, or conductdiscussions with, provide information to, or engage in negotiations with, anyPerson other than Purchaser or its representatives relating to any possibleacquisition of (i) Company (whether by way of merger, purchase of equitysecurities, purchase of assets or otherwise); (ii) any material assets ofCompany; (iii) any material portion of Company’s equity securities or anyrights to acquire the same; or (iv) any other material interest in or incontrol of Company (any of the foregoing, a “**CompetingTransaction**”);

(b)                                 provideinformation with respect to Company, its business or its assets to any Person,other than Purchaser and its designees, relating to, or otherwise cooperatewith, facilitate or encourage any effort or attempt by any such person withregard to, any Competing Transaction;

(c)                                  enterinto an agreement with any person, other than Purchaser and its designees,providing for any Competing Transaction; or

(d)                                 makeor authorize any statement, recommendation or solicitation in support of anyCompeting Transaction.

The taking of any action described inclauses (a) through (d) above by Seller or Company shall bedeemed a material breach of this Agreement by Seller or Company, asapplicable.  Seller and Company shallimmediately cease and cause to be terminated or cause Seller or Company tocease and cause to be terminated any such contacts or negotiations with thirdparties relating to any Competing Transaction. In addition to the foregoing, if the Seller or Company receives prior tothe Closing Date or the termination of this Agreement any offer or proposalrelating to any Competing Transaction, Seller immediately shall notifyPurchaser thereof, including information as to the identity of the offer or theparty making any such offer or proposal and the specific terms of such offer orproposal, as the case may be, and such other information related thereto asPurchaser may request.

4.9                                 Terminationof Affiliate Relationships.  Prior tothe Closing, Seller will cause any and all obligations of Company to or for thebenefit of Seller or any Affiliate of Seller to be discharged or terminatedprior to the Closing.

4.10                           Removalof Liens; Release.  Prior to theClosing Date, Seller and Company will cause all Liens and Encumbrances to beremoved from (i) all property and assets of Company; (ii) the capitalstock of Company; and (iii) all Additional Assets, except for any Liensfor Taxes which are not yet due and payable and mechanics’, materialmen’s, orsimilar liens arising by

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operation of law in respect of obligations which arenot yet due and payable as of the Closing Date (“**PermittedLiens**”).  Seller and Companywill provide Purchaser with evidence satisfactory to Purchaser and Purchaser’scounsel of the removal of all such Liens and Encumbrances and a release by UPSof any liability of Company under the UPS Agreement.

4.11                           BankAccounts.  Seller shall, on or priorto the Closing Date cause Company to cancel the authority of each Person listedin Schedule 2.22 who is specified by Purchaser in a written noticedelivered to Seller on or prior to the Closing Date, to draw checks on any ofthe bank accounts maintained by Company and Seller shall submit evidencesatisfactory to Purchaser of such cancellation.

4.12                           IndebtednessBetween Company and Seller or Affiliate. On or before the Closing Date, Seller and Company will take anyappropriate action (including a contribution to capital or dividend) that hasthe effect of canceling in full all principal and accrued interest outstandingimmediately prior to the Closing under any Indebtedness between Company on onehand and Seller or any Affiliate on the other hand without the transfer of anycash or property other than such Indebtedness. Notwithstanding any other provision of this Agreement, such action shallnot constitute a breach of any representation or warranty of Seller in Article2 or of any covenant of Seller in any other provision of this Article 4.

4.13                           NoSolicitation of Employees.

(a)                                  Fora period of two (2) years following the Closing Date, Seller will notsolicit for employment or service as a consultant any employees of Company, solong as they are employed by Company; provided, however, this will not precludeSeller or a recruiting firm acting on Seller’s behalf from making solicitationsthrough general advertising of job opportunities that are not specificallyaddressed or targeted to employees of Company or hiring any such persons whorespond to such solicitations.  Any suchsolicitation shall be conducted only in the local area in which Seller operatesits business or be advertised only in national publications or other means ofsimilar breadth, and shall not be advertised solely or primarily in the localarea in which Company operates its business.

(b)                                 Fora period of two (2) years following the Closing Date, the Company andPurchaser will not solicit for employment or service as a consultant anyemployees of Seller or its controlled Affiliates, so long as they are employedby Seller or such Affiliates; provided, however, this will not preclude theCompany or Purchaser or a recruiting firm acting on their behalf from makingsolicitations through general advertising of job opportunities that are notspecifically addressed or targeted to employees of Seller or such Affiliates orhiring any such persons who respond to such solicitations.  Any such solicitation shall be conducted onlyin the local area in which the Company or Purchaser operate their businesses orbe advertised only in national publications or other means of similar breadth,and shall not be advertised solely or primarily in the local area in whichSeller or any such Affiliate operates its business.

(c)                                  Therestrictions contained in this Section 4.13 shall not apply with respectto Kris Dean.

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4.14                           CountryCoach Leases.  Following the Closing,Purchaser shall use its best efforts to have the two real property leasesbetween Seller and Lee Joint Venture relating to property used in the Company’sbusiness (the “**LJV Leases**”) to be novated orassigned from Seller to the Merger Sub as the entity surviving the Mergerwithout any further liability to Seller or any of its Affiliates.  Pending such novation or assignment followingClosing, the Merger Sub as the entity surviving the Merger shall be responsiblefor all lease and other payments payable under the LJV Leases and Purchasershall indemnify Seller and Seller’s Affiliates to the extent provided inSection 7.2 hereof from all liability which Seller may thereafter besubject to under such LJV leases.

4.15                           Standstill.  Riley and Purchaser agree that, for a periodof one year from the Closing Date, neither they nor any of theircontrolled “affiliates” (as such term is defined in Rule 12b-2 of theSecurities Exchange Act of 1934 (the “**Exchange Act**”),but excluding any companies in which Riley holds less than 25% of theoutstanding equity or 25% of the board seats) will, or will assist or encourageothers to, without the prior written consent of Seller:  (i) acquire or agree, offer, seek orpropose to acquire, or cause to be acquired, directly or indirectly, bypurchase or otherwise, ownership (including, without limitation, beneficialownership as defined in Rule 13d-3 of the Securities Exchange Act of 1934 ofany voting securities or direct or indirect rights or options to acquire anyvoting securities of Seller or any subsidiary thereof, or of any successor toor person in control of Seller, any of the assets or businesses of Seller orany subsidiary or division thereof or of any such successor or controllingperson or any bank debt, claims or other obligations of Seller or any rights oroptions to acquire (other than those currently owned) such ownership (includingfrom a third party) provided that the foregoing will not prohibitB. Riley & Co. Inc. from effecting unsolicited clienttransactions in securities of Seller; (ii) seek or propose to influence orcontrol the management or policies of Seller or to obtain representation onSeller’s Board of Directors, or solicit, or participate in the solicitation of,any proxies or consents with respect to any securities of Seller, or make anypublic announcement with respect to any of the foregoing or request permissionto do any of the foregoing; (iii) make any public announcement withrespect to, or submit a proposal for, or offer of (with or without conditions)any extraordinary transaction involving Seller or its securities or assets;(iv) enter into any discussions, negotiations, arrangements orunderstandings with any third party with respect to any of the foregoing, orotherwise form, join or in any way participate in a “group” (as defined inSection 13(d)(3) of the Exchange Act) in connection with any of theforegoing; (v) publicly seek or request permission or participate in anyeffort to do any of the foregoing or make or seek permission to make any publicannouncement with respect to the foregoing; or (vi) publicly requestSeller or any of its representatives, directly or indirectly, to amend or waiveany provision of this Section 4.15.

4.16                           TransferredEmployees.  At the Closing, Purchasershall cause Merger Sub to offer at-will employment to the personsemployed by Seller listed on Schedule 4.16 (the “**TransferredEmployees**”) at substantially their current compensation and inpositions providing substantially the same services as their present servicesto Company.  If any Transferred Employeesdo not accept employment with Merger Sub following the Merger, all expenses,claims, taxes and other liabilities in connection with Seller’s employment ofsuch Transferred Employees will be the sole responsibility of Seller and willbe an Excluded Liability and a (downward) adjustment to the MergerConsideration.

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4.17                           BenefitPlans; Wage Reporting.  As of theClosing, Seller and Company shall transfer sponsorship of all Benefit Plans toPurchaser and Purchaser shall assume or cause Merger Sub as the entitysurviving the Merger to assume sponsorship of such Benefit Plans.  All TransferredEmployees shall be eligible to participate in the Benefit Plans of theMerger Sub on substantially the same terms as Company Employees participatedprior to the Closing.  All Benefit Plansthat are medical, dental and prescription drug benefit plans shall credit the Transferred Employees and theirdependents with any waiting periods and limitations for pre-existing conditionsthat would be satisfied as Company Employees prior to the Closing.  In addition, the Transferred Employees andtheir dependents shall be credited with any deductibles, co-pays andout-of-pocket limits under the welfare benefit plans that they met during theyear in which the Closing occurs. Purchaser and Seller agree to utilize, or cause Merger Sub and Company,respectively, to utilize the alternateprocedure set forth in Revenue Procedure 2004-53 with respect to wagereporting for all Transferred Employees and all employees of Company as of theClosing Date.

4.18                           IncomeTaxes; Allocation; Income Tax Returns.

(a)                                  IncomeTaxes.  Seller and Purchaseracknowledge and agree that for federal, state and local income tax purposes,and only for such purposes, (i) the Merger will be treated as a sale byCompany and a purchase by Purchaser of all of the assets of Company as of theClosing (the “**Assets**”), followed by adistribution of the Merger Consideration by Company to Seller in completeliquidation of Company, (ii) the aggregate sales price and purchase priceof the Assets will be equal to the sum of (A) the Merger Consideration, asadjusted pursuant to any provision of this Agreement which provides that it isan adjustment to the Merger Consideration, (B) the Additional Liabilities, and(C) the liabilities of Company as of the Closing, as determined in accordancewith Section 1001 of the Code and the Treasury Regulations promulgatedthereunder, (D) decreased or increased by certain costs of Seller or Purchaser,respectively, as determined in accordance with Section 1060 of the Code and theTreasury Regulations promulgated thereunder, (iii) the aggregate salesprice and purchase price of the Additional Assets will be equal to (A) theAdditional Asset Consideration, (B) decreased or increased by certain costs ofSeller or Purchaser, respectively, as determined in accordance with Section1060 of the Code and the Treasury Regulations promulgated thereunder, and(iv) the Merger and the sale of the Additional Assets will constitute one “applicableasset acquisition” pursuant to Section 1060 of the Code.

(b)                                 Allocation.

(i)                           Accordingly,within 120 days after the Closing Date, Purchaser shall prepare and provide toSeller, in accordance with Section 1060 of the Code and subject to Seller’sreasonable consent (which shall be deemed given in the absence of any objectionwithin 30 days after Purchaser’s receipt thereof), a schedule (the “**Allocation Schedule**”) setting forth the agreed fair marketvalues of the various Assets and Additional Assets as of the Closing Date, asfollows:

First, the value of each Class I asset (for purposesof this Section 4.18(b)(i), “Class I assets,” “Class II assets,” “ClassIII assets,” “Class IV assets,” “Class V assets,” “Class VI assets” and “ClassVII assets” shall have the meanings assigned to such

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terms in Section1.338-6(b) of the Treasury Regulations), if any, included in the Assets orAdditional Assets shall be the amount thereof as of the Closing;

Second, the value of each Class II asset, if any, included in the Assets orAdditional Assets shall be the adjusted tax basis thereof for federal incometax purposes as of the Closing;

Third, the value of each Class III asset, if any, included in the Assets orAdditional Assets shall be the adjusted tax basis thereof for federal incometax purposes as of the Closing;

Fourth, the value of each Class IV asset, if any, included in the Assets orAdditional Assets shall be the adjusted tax basis thereof for federal incometax purposes as of the Closing;

Fifth, the value of each Class V asset, if any, included in the Assets orAdditional Assets shall be the adjusted tax basis thereof for federal incometax purposes as of the Closing; provided, however, that the value ofSeller’s Oregon land included in the Additional Assets shall instead be theexcess of the Additional Asset Consideration over the aggregate value of allClass I - Class V assets (other than such land) included in the AdditionalAssets, as determined pursuant to this Section 4.18(b)(i).

Sixth, the value of each Class VI asset, if any, included in the Assets shallbe the adjusted tax basis thereof for federal income tax purposes as of theClosing; and

Seventh, the value of goodwill (a Class VII asset), ifany, included in the Assets shall be, with respect to Company and Purchaser,the excess of (A) the aggregate sales price or purchase price, respectively, ofthe Assets, as determined pursuant to subsection (a)(ii) of this Section 4.18,over (B) the aggregate value of all Class I - Class VI assets included in theAssets, as determined pursuant to this Section 4.18(b)(i).

(ii)                        If theaggregate sales price and purchase price of the Assets and the AdditionalAssets changes at any time after the Allocation Schedule or a RevisedAllocation Schedule (as defined below) is prepared by Purchaser and provided toSeller, Purchaser, within 60 days after the change, shall prepare and provideto Seller, in accordance with Section 4.18(b)(i) and Section 1060 of the Codeand subject to Seller’s reasonable consent (which shall be deemed given in theabsence of any objection within 30 days after Seller’s receipt thereof), aschedule that reflects the change (a “**RevisedAllocation Schedule**”).

(iii)                     Purchaser andSeller further acknowledge and agree that (i) the foregoing allocationprovision will reflect, to the best of their knowledge and belief, the fairmarket values of the various Assets and Additional Assets as of the ClosingDate, (ii) after the Closing Date, they shall report, act and file Taxreturns (including initial and in the event of a Revised Allocation Scheduleamended Internal Revenue Service Forms 8594) in all respects and for allpurposes consistent with the Allocation Schedule or the most recent RevisedAllocation Schedule, as the case may be, (iii) neither of them shall takeany position (whether in audits, Tax returns or otherwise) which isinconsistent with the Allocation Schedule or the most recent

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Revised Allocation Schedule, as the case may be,unless required to do so pursuant to a “determination” within the meaning ofSection 1313(a) of the Code, and (iv) upon written request byPurchaser or Seller, the other party shall deliver to the requesting party acopy of the most recent Internal Revenue Service Form 8594 that it has filed orprepared for filing with the Internal Revenue Service in connection with theMerger and the purchase and sale of the Additional Assets.

(c)                                  IncomeTax Returns.  All income of Companythrough the day of the Closing, inclusive of income from the deemed sale ofCompany’s assets by reason of the Merger, shall be reflected on Seller’s 2007consolidated federal income Tax return, and on Seller’s 2007 consolidated orcombined state and local income Tax returns in all jurisdictions in whichSeller and Company report on a consolidated or combined return basis, and shallbe Seller’s responsibility.  Seller shallprepare or cause to be prepared and shall timely file all separate companystate and local income Tax returns of Company for all taxable periods ending onor before the Closing Date in all jurisdictions requiring separate reportingfrom Seller, together with payment for any amount shown as due thereon.  Purchaser shall be responsible for the preparationand filing of all income Tax returns for Purchaser and Merger Sub and for thepayment of all Taxes of Purchaser and Merger Sub.  On or before the Closing Date, Seller andCompany will take any appropriate action (including a contribution to capitalor dividend) that has the effect of (i) having Seller assume, immediately priorto the Closing, any liability of Company for any income Taxes for whichSeller is responsible pursuant to this Section 4.18(c), or for any other Taxesof Company for any period ending on or before the Closing Date, and (ii) havingCompany transfer to Seller, immediately prior to the Closing, all ofCompany’s rights to any future refund of any Taxes for any taxable periodending on or before the Closing Date.  Notwithstanding any other provisionof this Agreement, such action shall not constitute a breach of anyrepresentation or warranty of Seller in Article 2 or of any covenant of Sellerin any other provision of this Article 4. For the avoidance of doubt, Purchaser shall not file, or permit MergerSub to file, an amended Tax return or a claim for refund for Company, or take,or permit Merger Sub to take, any other action with any Tax agency concerningany Tax matter related to Company, for any taxable period ending on or beforethe Closing Date without the written consent of Seller.

ARTICLE 5CONDITIONS OF CLOSING

5.1                                 Conditionsof Obligations of Purchaser.  Theobligation of Purchaser to consummate the purchase of Company Common Stockpursuant to this Agreement is subject to the satisfaction of the following conditions,any of which may be waived by Purchaser:

(a)                                  Representationsand Warranties; Performance of Obligations. The representations and warranties of Seller and Company set forth in Article 2hereof and in all agreements, documents and instruments executed and deliveredpursuant hereto or in connection with the Closing shall have been and be trueand correct in all material respects (other than representations and warrantiesthat are qualified as to materiality or Material Adverse Effect, which representationsshall be true in all respects) as of the date hereof and as of the Closing Dateas though made on and as of the Closing Date, , except to the extent that such

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representations and warranties are made as of aspecified date, in which case such representations and warranties shall be trueand correct (to the extent set forth above) as of such specified date.  Seller and Company shall have performed inall material respects the agreements and obligations necessary to be performedby them under this Agreement prior to the Closing Date.

(b)                                 Certificateand Deliveries by Seller.  Purchasershall have received a certificate, dated the Closing Date, signed by Seller andCompany, certifying that the conditions specified inSection 5.1(a) have been fulfilled.

(c)                                  NoInjunction.  No preliminary orpermanent injunction or order that would prohibit or restrain the consummationof the transactions contemplated hereunder shall be in effect and noGovernmental Entity or other Person shall have commenced or threatened tocommence an action or proceeding seeking to enjoin the consummation of suchtransactions or to impose liability on the parties hereto in connectiontherewith.

(d)                                 OtherConsents.  Purchaser, Company andSeller shall have received all consents set forth on Schedule 5.1(d)required to be obtained in connection with the consummation of the transactionscontemplated hereunder.

(e)                                  Certificatesand Instruments of Transfer.  Sellershall have delivered to Purchaser certificates representing Company Common Stock,accompanied by duly executed stock powers, with all required stock transfer taxstamps affixed.  All certificates,instruments and documents delivered by Seller in connection with thetransactions contemplated hereby and necessary to evidence such transactionsshall be in form and substance reasonably satisfactory to Purchaser and itscounsel.

(f)                                    Opinionsof Counsel to Seller and Company. Purchaser shall have received (i) the opinion of Heller Ehrman LLP,counsel to Seller and Company in substantially the form of Exhibit 5.1A hereto,(ii) the opinion of Morris Nichols LLP regarding certain Delawarecorporate law matters in substantially the form of Exhibit 5.1B hereto, and(iii) the opinion of Hershner, Hunter, Andrews, Neil & Smith LLP,regarding certain Oregon corporate law matters in substantially the form ofExhibit 5.1C hereto, each dated the Closing Date.

(g)                                 Removalof Liens.  Seller and Company shallhave provided Purchaser with evidence satisfactory to Purchaser and Purchaser’scounsel of the removal of all of the Liens and Encumbrances, other thanPermitted Liens, on the property and assets of Company, the Capital Stock ofCompany and the Additional Assets and a release by UPS of any liability ofCompany under the UPS Agreement.

(h)                                 AdditionalAssets.  Seller shall have assignedand contributed, or caused to be assigned and contributed, all AdditionalAssets to Merger Sub free and clear of all Liens and other Encumbrances,other than Permitted Liens.

(i)                                     Opinionof Financial Advisor.  Seller shallhave received, and Purchaser and its advisors shall have been provided with acopy of, a fairness opinion of The Spartan Group LLC, financial advisor toSeller, stating that consideration to be received by Seller in

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connection with the sale of Company and of theAdditional Assets pursuant to the transactions contemplated hereby is fair,from a financial point of view, to Seller.

(j)                                     UPSLockbox.  Purchaser and Merger Subshall have received the written agreement of UPS to return and release toMerger Sub certain funds held or controlled in a lockbox account for thebenefit of UPS immediately upon the effectiveness of the Merger, in form andsubstance satisfactory to Purchaser and its counsel.

5.2                                 Conditionsof Obligations of Seller.  Theobligations of Seller to consummate the sale and purchase under this Agreementare subject to the satisfaction of the following conditions, each of which maybe waived by Seller:

(a)                                  Representationsand Warranties; Performance of Obligations. The representations and warranties of Purchaser set forth in Article 3hereof and in all agreements, documents and instruments executed and deliveredpursuant hereto or in connection with the Closing shall have been and be trueand correct in all material respects as of the date hereof and as of theClosing Date as though made on and as of the Closing Date.  Purchaser shall have performed in allmaterial respects the agreements and obligations necessary to be performed byit under this Agreement prior to the Closing Date.

(b)                                 Certificationby Purchaser.  Seller shall havereceived a certificate, dated the Closing Date, signed by an officer ofPurchaser, certifying that the conditions specified in Section 5.2(a) havebeen fulfilled.

(c)                                  NoInjunction.  No preliminary orpermanent injunction or order that would prohibit or restrain the consummationof the transactions contemplated hereunder shall be in effect and noGovernmental Entity or other Person shall have commenced or threatened tocommence an action or proceeding seeking to enjoin the consummation of suchtransactions or to impose liability on the parties hereto in connectiontherewith.

(d)                                 PurchasePrice.  Seller shall have receivedthe Purchase Price payment payable on the Closing Date as provided inSection 1.3.

(e)                                  Opinionof Financial Advisor.  Seller shallhave received a fairness opinion of The Spartan Group LLC, financial advisor toSeller, stating that the consideration to be received by Seller in connectionwith the sale of Company and the Additional Assets pursuant to the transactionscontemplated hereby is fair, from a financial point of view, to Seller.

ARTICLE 6CLOSING DATE AND TERMINATION OF AGREEMENT

6.1                                 ClosingDate.  The closing for theconsummation of the purchase and sale contemplated by this Agreement (the “**Closing**”) shall, unless another date or place is agreed toin writing by Seller and Purchaser, take place at the offices of Paul,Hastings, Janofsky & Walker LLP, at 695 Town Center Drive, SeventeenthFloor, Costa Mesa, California, on the date (the “**Closing Date**”)on which each condition set forth in Article 5 is satisfied orwaived.

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6.2                                 Terminationof Agreement.  This Agreement may beterminated and abandoned at any time prior to the Closing Date:

(a)                                  Bymutual consent of Purchaser, on the one hand, and Seller, on the other hand; or

(b)                                 ByPurchaser or Seller if, without fault of such terminating party, the Closingshall not have been consummated on or before February 23, 2007.

6.3                                 Effectof Termination.  In the event oftermination of this Agreement as provided in Section 6.2, notice thereofshall be promptly given by the terminating party to the other parties andthereafter this Agreement shall forthwith become void, and there shall be noliability or obligation on the part of Purchaser or Seller or any of theirrespective Affiliates (a) except that Section 4.1 shall remain infull force and effect; and (b) except that nothing herein will relieve anyparty from liability for any breach of any agreement or covenant herein orSeller from liability for breach of its representations in Sections 2.2 and 2.4herein as they pertain to such Seller and the shares such Seller purports toown.  If this Agreement is terminated, orthe transactions contemplated by this Agreement fail to close by reason ofeither (i) a material default by Seller or Company in the performance ofits obligations under this Agreement or (ii) a material breach of Seller’srepresentations and warranties, then Seller shall pay to Purchaser atermination fee of One Million Dollars ($1,000,000) plus Purchaser’s documentedreasonable out-of-pocket expenses up to a maximum of Two Hundred Fifty-ThousandDollars ($250,000), which shall be Purchaser’s sole and exclusive remedy forany such termination or failure to close. If this Agreement is terminated, or the transactions contemplated bythis Agreement fail to close by reason of either (i) a material default byeither Purchaser or Merger Sub in the performance of its obligations under thisAgreement or (ii) a material breach of Purchaser or Merger Sub’srepresentations and warranties, then Purchaser shall pay to Seller atermination fee of One Million Dollars ($1,000,000) (the “**PurchaserBreak-Up Fee**”) plus Seller’s documented reasonable out-of-pocketexpenses up to a maximum of Two Hundred Fifty Thousand Dollars ($250,000),which shall be Seller’s sole and exclusive remedy for any such termination orfailure to close.

ARTICLE 7INDEMNIFICATION

7.1                                 Indemnificationby Seller.

(a)                                  Subjectto the provisions of Sections 7.1(b) and 7.4 below, Seller, shall indemnifyPurchaser and its Affiliates including, without limitation, after the Closing,Company, and each of their respective stockholders, officers, directors,employees and representatives (each a “**Purchaser Indemnitee**”)against, and hold each Purchaser Indemnitee harmless from, any and all loss,damage, liability, payment, and obligation, and all expenses, including withoutlimitation reasonable legal fees (collectively “**Losses**”),incurred, suffered, sustained or required to be paid, directly or indirectly,by, or sought to be imposed upon, such Purchaser Indemnitee after the ClosingDate resulting from, related to or arising out of any (i) ExcludedLiabilities; or (ii) inaccuracy in or breach of any of therepresentations, warranties or covenants made by Seller

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or Company in or pursuant to this Agreement or in anyagreement, document or instrument executed and delivered pursuant hereto or inconnection with the Closing of the transactions contemplated hereunder.  For purposes of the calculation of Losses withrespect to indemnification hereunder, any inaccuracy in or breach of arepresentation or warranty shall be deemed to constitute a breach of suchrepresentation or warranty, notwithstanding any limitation or qualification asto materiality or Material Adverse Effect set forth in such representation orwarranty as to the scope, accuracy or completeness thereof, it being theintention of the parties that Purchaser and its Affiliates be indemnified andheld harmless from and against any and all Losses arising out of or based uponor with respect to the failure of any such representation or warranty to betrue, correct and complete in any respect. For the avoidance of doubt, the foregoing sentence shall not defeat thepurpose of any qualification as to materiality as it relates to determiningwhether a breach of a representation or warranty has occurred.

(b)                                 NoPurchaser Indemnitee shall be entitled to indemnification pursuant to thisSection 7.1 in respect of an inaccuracy in or breach of any representationor warranty until such time as the Losses of all Purchaser Indemnitees exceedFour Hundred Thousand Dollars ($400,000) (“**Seller’s Basket**”)in the aggregate; provided that all claims by Purchaser Indemnitees forindemnification shall accrue in the aggregate until the Losses of all PurchaserIndemnitees exceed the Seller’s Basket, and thereupon Seller shall becomeobligated to indemnify the Purchaser Indemnitees for the amount by which allsuch Losses exceed Seller’s Basket.  Inno event shall the Seller’s indemnification obligations in thisSection 7.1 exceed an aggregate of Four Million Dollars ($4,000,000) (“**Seller’s Cap**”); provided that neither the Seller’s Basketnor the Seller’s Cap shall apply to inaccuracies or breaches of Sections 1.5(Purchase of Additional Assets), 1.6(a) (Excluded and Additional Liabilities),2.1 (Organization), 2.2 (Authorization), 2.4 (Capitalization; NoSubsidiaries) and 2.17 (Taxes), and provided further that the limit on Seller’sindemnification with respect to Taxes or obligations for defects in such Seller’stitle to the shares of Company Common Stock or Seller’s ability to conveymarketable title thereto or of breaches of any covenants of Seller under thisAgreement shall be equal to the lesser of (i) the Purchase Price or (ii) actualloss, net of insurance proceeds.  TheLosses or right of indemnification under Section 7.1(a) for whichPurchaser Indemnitees are entitled to recovery shall be reduced by (i) theamount of any insurance proceeds the Purchaser Indemnitees receive with respectto such Losses or right of indemnification and (ii) any indemnity,contribution or other similar payment that Purchaser Indemnitees received fromany third party with respect to such Losses or right of indemnification.  If Purchaser received any payment from Sellerin respect of any Losses pursuant to this Section 7.1 and Purchaser couldhave recovered all or part of such Losses from a non-affiliated third party (a “**Potential Contributor**”) based on theunderlying claim, Purchaser shall, to the extent permitted by applicable lawand any contractual provision, assign such of its rights to proceed against thePotential Contributor as are necessary to permit Seller to make a claim forrecovery from the Potential Contributor the amount of such payment.

(c)                                  EachPurchaser Indemnitee shall promptly give written notice to Seller of theassertion by any Person of any claim, action, suit or proceeding with respectto which Seller are obligated to provide indemnification hereunder; provided,however, that the rights of a Purchaser Indemnitee to be indemnifiedhereunder shall only be affected by the failure to give such notice if and tothe extent such failure prejudices Seller in the defense of such third partyclaim.  Amounts due with respect toLosses covered by this Section 7.1 shall be paid promptly

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after delivery of reasonably documented written noticeof the amount of Losses incurred.  Sellershall have the right, but not the obligation, to contest, defend or litigate,and to retain counsel of their choice in connection with, any claim, action,suit or proceeding by any third party alleged or asserted against a PurchaserIndemnitee that is subject to indemnification by Seller hereunder, and the costand expense thereof shall be subject to the indemnification obligations ofSeller hereunder; provided, that each Purchaser Indemnitee shall havethe right and option to participate in, but not control, the defense of suchaction at its own expense, unless the amount of the claim exceeds the remainingavailable amounts of the amount of the Seller’s Cap, in which case Purchaserwill be entitled to control the defense of such action at Seller’s expense; andprovided, further, that, (i) if Seller elects not to defendany such action; or (ii) if a Purchaser Indemnitee shall have defenses notavailable to Seller and if counsel to Purchaser shall advise that commonrepresentation is not appropriate, then such Purchaser Indemnitee shall beentitled, at its option through counsel of its choice, but at Seller’s expense,to assume and control the defense of such action.  Neither Seller, on the one hand, nor anyPurchaser Indemnitee, on the other hand, shall be entitled to settle orcompromise any such claim, action, suit or proceeding without the prior writtenconsent of such Purchaser Indemnitee or the Seller as the case may be, whichconsent shall not be unreasonably withheld.

7.2                                 Indemnificationby Purchaser and Merger Sub.

(a)                                  Subjectto the provisions of Sections 7.2(b) and 7.4 below, Purchaser andMerger Sub shall jointly and severally indemnify Seller against, and holdSeller harmless from, any and all Losses incurred, suffered, sustained orrequired to be paid, directly or indirectly, by or sought to be imposed upon,Seller resulting from, related to or arising out of (i) any inaccuracy inor breach of any of the representations, warranties or covenants made byPurchaser in or pursuant to this Agreement or in any agreement, document orinstrument executed and delivered pursuant hereto or in connection with theClosing of the transactions contemplated hereunder, (ii) the operations ofthe Company’s business following the Closing Date and (iii) the AdditionalLiabilities.

(b)                                 Sellershall not be entitled to indemnification pursuant to this Section 7.2 inrespect of an inaccuracy in or breach of any representation or warranty, untilsuch time as the Losses of Seller exceed Four Hundred Thousand Dollars($400,000**)**(“**Purchaser’sBasket**”) in the aggregate; provided that all claims by Sellerfor indemnification shall accrue in the aggregate until the Losses of Sellerexceed the Purchaser’s Basket, and thereupon Purchaser shall become obligatedto indemnify the Seller’s Indemnitees for the amount by which Seller’s Lossesexceed the Purchaser’s Basket.  In noevent shall Purchaser’s indemnification obligations under this Section 7.2exceed in the aggregate Four Million Dollars ($4,000,000) (“Buyer’s Cap”);provided that neither the Buyer’s Basket nor the Buyer’s Cap shall apply toinaccuracies or breaches of Section 1.6(b) (Excluded and AdditionalLiabilities).

(c)                                  Sellershall promptly give written notice to Purchaser of the assertion by any Personof any claim, action, suit or proceeding with respect to which Purchaser isobligated to provide indemnification hereunder; provided, however,that the rights of Seller to be indemnified hereunder shall only be affected bythe failure to give such notice if and to the extent such failure prejudicesPurchaser in the defense of such third party claim.  Amounts due with respect to Losses covered bythis Section 7.2 shall be paid promptly after delivery of

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reasonably documented written notice of the amount ofLosses incurred.  Purchaser shall havethe right, but not the obligation, to contest, defend or litigate, and toretain counsel of its choice in connection with, any claim, action, suit orproceeding by any third party alleged or asserted against Seller that issubject to indemnification by Purchaser hereunder, and the cost and expensethereof shall be subject to the indemnification obligations of Purchaserhereunder; provided, that Seller shall have the right and option toparticipate in, but not control, the defense of such action at their ownexpense; and provided, further, that (d) if Purchaser electsnot to defend any such action or (e) if Seller shall have defenses notavailable to Purchaser and if counsel to Seller shall in a written opinionadvise that common representation is not appropriate, then Seller shall beentitled, at its option through counsel of its choice, but at Purchaser’sexpense, to assume and control the defense of such action.  Neither Seller, on one hand, nor Purchaser,on the other hand, shall be entitled to settle or compromise any such claim,action, suit or proceeding without the prior written consent of Seller orPurchaser, as the case may be, which consent shall not be unreasonablywithheld.

(d)                                 Indemnityfor Taxes.  As noted inSection 7.1, there shall be no minimum amount, and no maximum liabilityexcept the Purchase Price, with respect to indemnification for Taxes.  Seller shall indemnify the PurchaserIndemnitees from and against any liability for income Taxes for which Seller isresponsible pursuant to Section 4.18(c), and for other Taxes for anyperiod ending on or before the Closing Date, except, in each case, for mattersspecifically disclosed on Schedule 2.17 as not subject to Seller’sindemnity obligations.  Purchaser andMerger Sub shall indemnify Seller from and against any liability for incomeTaxes for which Purchaser is responsible pursuant to Section 4.18(c), andfor other Taxes for any period ending after the Closing Date.

7.3                                 Survivalof Representations and Warranties; Reliance.

(a)                                  Allrepresentations and warranties contained herein or made pursuant hereto shallsurvive the Closing hereunder until the earlier of (i) eighteen monthsfollowing the Effective Time, or (ii) three months following Merger Sub’sreceipt of audited financial statements for the fiscal year endingDecember 31, 2007; except that the representations and warranties inSection 2.2 (Due Authorization) and Section 2.4 (Capitalization; NoSubsidiaries) shall survive without limit, and those in Sections 2.14(Employee Benefits), 2.16 (Environmental Laws), and 2.17 (Taxes), and allcovenants in this Agreement, shall survive the Closing until the expiration ofthe applicable statute of limitations. The expiration of any representation and warranty shall not affect anyclaim for indemnification made prior to the date of such expiration.  All covenants and agreements that by their termsare to be performed after the Closing shall expire upon the completion ofperformance or waiver thereof.

(b)                                 Therepresentations and warranties made by any party in this Agreement or in anyagreement, certificate, schedule or exhibit delivered in connection with thisAgreement may be fully and completely relied upon by each other party unlessthe party seeking to avoid such representation or warranty can demonstrate thatthe investigation made by or on behalf of such other party actually revealed ordisclosed the inaccuracy in question.

7.4                                 NoDuplication; Exclusive Remedy.  Anyliability for indemnification hereunder shall be determined without duplicationof recovery by reason of the state of facts giving rise to

40

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such liability constituting a breach of more than onerepresentation or warranty.  Seller andPurchaser agree that, after the Closing, their sole remedy with respect to anyand all claims arising in connection with the transactions contemplated by thisAgreement (other than with respect to fraud or willful breach) shall bepursuant to the indemnification provisions set forth in this Article 7.

7.5                                 Determinationof Losses.  All indemnificationpayments under this Article 7 shall be paid by the Seller orPurchaser, as the case may be, net of any insurance proceeds actually receivedby the party entitled to indemnification. All indemnification payments under this Article 7 shallconstitute adjustments to the Merger Consideration.

ARTICLE 8MISCELLANEOUS

8.1                                 FurtherActions.  From time to time, as andwhen requested by Purchaser, Seller shall execute and deliver, or cause to beexecuted and delivered, such documents and instruments and shall take, or causeto be taken, such further or other actions as Purchaser may reasonably deemnecessary or desirable to carry out the intent and purposes of this Agreement,to transfer, assign and deliver to Purchaser effective as of the Closing, andits successors and assigns, Company Common Stock (or to evidence the foregoing)and to consummate and give effect to the other transactions, covenants andagreements contemplated hereby.

8.2                                 Expenses.  Except as otherwise specifically providedherein, Seller and Purchaser shall each bear their own legal fees and othercosts and expenses with respect to the negotiation, execution and delivery ofthis Agreement and the consummation of the transactions hereunder.  Seller shall pay all sales, transfer anddocumentary taxes and other expenses incident to the transfer of Company CommonStock or any sales or transfer taxes (but not income taxes) imposed as a resultof the Election.

8.3                                 EntireAgreement.  This Agreement, whichincludes the Appendix, the Schedules and the Exhibits hereto and the otherdocuments, agreements and instruments executed and delivered pursuant to thisAgreement, contain the entire agreement between the parties hereto with respectto the transactions contemplated by this Agreement and supersede all priorarrangements or understandings with respect thereto.

8.4                                 DescriptiveHeadings.  The descriptive headingsof this Agreement are for convenience only and shall not control or affect themeaning or construction of any provision of this Agreement.

8.5                                 Notices.  All notices or other communications which arerequired or permitted hereunder shall be in writing and sufficient if(a) delivered personally; or (b) sent by registered or certifiedmail, postage prepaid; or (c) sent by overnight courier with a nationallyrecognized courier; or (d) via facsimile confirmed in writing in any ofthe foregoing manners, as follows:

41

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| If to Seller or the Company: | National RV Holdings, Inc.                      |
|------------------------------|-------------------------------------------------|
|                         | 3411 N. Perris  Blvd.                           |
|                         | Perris,  California 92571                       |
|                         | Attention:                                      | Bradley C. Albrechtsen |
|                         | Facsimile:                                      | (909) 943-8498 |
|                         |                                            |
| with a copy to:              | Heller Ehrman LLP                               |
|                         | 7 Times Square                                  |
|                         | New York, New  York 10036                       |
|                         | Attention:                                      | Stephen M. Davis |
|                         | Facsimile:                                      | (212) 763-7600 |
|                         |                                            |
| If to Purchaser,             | c/o Riley Investment Management LLC             |
| Merger Sub, or Riley:   | 1100 Santa Monica Blvd., Suite 800              |
|                         | Los Angeles, CA  90025                          |
|                         | Facsimile:                                      | (310) 966-1448 |
|                         |                                            |   |
| with a copy to:              | Peter J. Tennyson                               |
|                         | Paul, Hastings,  Janofsky & Walker LLP |
|                         | 695 Town Center  Drive, 17th Floor              |
|                         | Costa Mesa, CA  92626-1924                      |
|                         | Facsimile:                                      | (714) 949-1921 |

 

If sent by mail, notice shall be considered deliveredfive (5) business days after the date of mailing, and if sent by anyother means set forth above, notice shall be considered delivered upon receiptthereof.  Any party may by notice to theother parties change the address to which notice or other communications to itare to be delivered or mailed.

8.6                                 GoverningLaw.  This Agreement shall begoverned by and construed in accordance with the laws of the State ofCalifornia (other than the choice of law principles thereof).  Any action, suit or other proceedinginitiated by Seller or Purchaser against any other party under or in connectionwith this Agreement may be brought in any Federal or state court in the Stateof California, as the party bringing such action, suit or proceeding shallelect, having jurisdiction over the subject matter thereof.  Seller and Purchaser hereby submit themselvesto the jurisdiction of any such court and agree that service of process on themin any such action, suit or proceeding may be effected by the means by whichnotices are to be given to it under this Agreement.

8.7                                 Assignability.  This Agreement shall not be assignable by anyparty without the written consent of the other parties and any such purportedassignment by any party without such consent shall be void, except that:

(a)                                  anyor all rights of Purchaser to receive the performance of the obligations ofSeller hereunder (but not the obligations of Purchaser to Seller hereunder) andrights to assert claims against Seller in respect of any inaccuracy in orbreach of any representations, warranties or covenants of Seller hereunder, maybe assigned by Purchaser to a direct or indirect subsidiary of Purchaser; and

42

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(b)                                 Purchasermay assign to any bank, insurance company or other financial institutionproviding financing or extending credit to Purchaser or Company any or all ofits rights to assert claims against Seller in respect of any inaccuracy in orbreach of representations, warranties or covenants under this Agreement, butany assignee of such rights under clause (a) or clause (b) shall takesuch rights subject to any defenses, counterclaims and rights of set-off towhich Seller might be entitled under this Agreement.  This Agreement shall inure to the benefit ofand be binding upon the parties hereto and their respective successors andpermitted assigns.

8.8                                 Waiversand Amendments.  Any waiver of anyterm or condition of this Agreement, or any amendment or supplementation ofthis Agreement, shall be effective only if in writing.  A waiver of any breach or failure to enforceany of the terms or conditions of this Agreement shall not in any way affect,limit or waive a party’s rights hereunder at any time to enforce strictcompliance thereafter with every term or condition of this Agreement.

8.9                                 ThirdParty Rights.  Notwithstanding anyother provision of this Agreement, and except as expressly provided in Article7 hereof or as permitted pursuant to Section 8.7 hereof, this Agreementshall not create benefits on behalf of any shareholder or employee of Purchaseror Company, or any other Person (including without limitation any broker orfinder), and this Agreement shall be effective only as between the partieshereto, their successors and permitted assigns.

8.10                           PublicAnnouncements.  Purchaser and Sellerwill consult with each other before issuing any press release or otherwisemaking any public statements with respect to the transactions contemplated bythis Agreement and neither Purchaser nor Seller shall issue any such pressrelease or make any such public statement without the prior approval of theother parties both as to the making of such release or statement and as to theform and content thereof, except to the extent that such party is advised bycounsel, in good faith, that such release or statement is required as a matterof law.

8.11                           Counterparts.  This Agreement may be executed in any numberof counterparts, and each such counterpart hereof shall be deemed to be anoriginal instrument, but all such counterparts together shall constitute butone agreement.  Facsimile signaturesshall be treated as if they were originals.

8.12                           Guarantyby Riley.  Riley herebyunconditionally and irrevocably guarantees to Seller the prompt and completepayment of only:  (i) the PurchaserBreak-Up Fee if it becomes payable pursuant to Section 6.3; and (ii) thepayment of Merger Sub’s indemnity obligation in respect of the monthly rentobligations from November 1, 2008 through October 31, 2010 under the LJVLeases, as such leases have been amended by the Assignment of Lease to beentered into in connection with the transactions contemplated hereby (the “**Guaranteed Obligations**”). The guaranty provided for in this Section 8.12 constitutes aguaranty of payment and not of collection. Riley hereby waives notice of acceptance of this guaranty and notice ofany Guaranteed Obligation to which it may apply, and waives presentment, demandfor payment, protest, notice of dishonor or non-payment of any such guaranteedobligation, notice of any suit or the taking of other action by Seller againstPurchaser.  Riley also waives any right torequire Seller to pursue any other remedy available to Seller against Purchaserfor a breach of the obligations to pay the Guaranteed Obligations.

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[SIGNATURE PAGE TOMERGER AND ASSET PURCHASE AGREEMENT]

IN WITNESS WHEREOF, the undersigned have executed anddelivered this Agreement as of the date first above written.
|            | “Purchaser”                |
|------------|--------------------------------------|
|       |                                 |   |
| ** ** | **COUNTRY COACH HOLDINGS LLC**       |
| ** ** | ** **                           |
| ** ** | ** **                           |
|       | By:                                  |   | \s\ Bryant R. Riley |
|       |                                 |   |
|       | Name:                                | Bryant R. Riley |
|       |                                 |   |
|       | Title:                               |   | Managing Member |
|       |                                 |   |
|       |                                 |   |
|       | “Merger Sub”               |
|       |                                 |   |
| ** ** | **COUNTRY COACH MERGER LLC**         |
| ** ** | ** **                           |
| ** ** | ** **                           |
|       | By:                                  |   | \s\ Bryant R. Riley |
|       |                                 |   |
|       | Name:                                | Bryant R. Riley |
|       |                                 |   |
|       | Title:                               |   | Managing Member |
|       |                                 |   |
|       |                                 |   |
|       | “Riley”                    |
|       |                                 |   |
| ** ** | **RILEY INVESTMENT MANAGEMENT, LLC** |
| ** ** | ** **                           |
| ** ** | ** **                           |
|       | By:                                  |   | \s\ Bryant R. Riley |
|       |                                 |   |
|       | Name:                                | Bryant R. Riley |
|       |                                 |   |
|       | Title:                               |   | Managing Member |
|            |                                      |  |  |  |  |  |  |

 

44

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[SIGNATURE PAGE TOMERGER AND ASSET PURCHASE AGREEMENT]
|            | “Seller”               |
|------------|----------------------------------|
|       |                             |
| ** ** | **NATIONAL R.V. HOLDINGS, INC.** |
| ** ** | ** **                       |
| ** ** | ** **                       |
|       | By:                              |   | \s\ Brad C. Albrechtsen |
|       |                             |   |
|       | Name:                            | Bradley C. Albrechtsen |
|       |                             |   |
|       | Title:                           |   | President and CEO |
|       |                             |   |
|       | “Company”              |
|       |                             |
| ** ** | **COUNTRY COACH, INC.**          |
| ** ** | ** **                       |
|       | By:                              |   | \s\ Thomas J. Martini |
|       |                             |   |
|       | Name:                            | Thomas J. Martini |
|       |                             |   |
|       | Title:                           |   | Treasurer |
|            |                                  |  |  |  |  |

 

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APPENDIX A

Definitions

Capitalized terms in this Agreement shall have themeanings ascribed to them in this Appendix A unless such terms aredefined elsewhere in this Agreement:

**Affiliate**:  With respect to any specified Person, anyother Person directly or indirectly controlling or controlled by or underdirect or indirect common control with such specified Person.  For the purposes of this definition, “control”means the power to direct the management and policies of another Person,directly or indirectly, whether through the ownership of voting securities, bycontract or otherwise; and the terms “controlling” and “controlled” havemeanings correlative to the foregoing.

**Data Room**:  The Bowne Virtual Dataroom established andmaintained by Seller’s financial advisor on behalf of Seller in connection withthe transaction contemplated by this Agreement. An item shall only be deemed to have been made available in the DataRoom if it is clearly and specifically identified in the Data Room index as ofFebruary 20, 2007.

**Encumbrance**:  Any mortgage, pledge, security interest,charge, easement or encumbrance of any kind, whether voluntary or involuntary,(including any conditional sale or other title retention agreement, any leasein the nature thereof, and any agreement to give any security interest) and,with respect to capital stock, any option or other right to purchase or anyrestriction on voting or other rights.

**Funds Flow Agreement**:  The Funds Flow Agreement by and among UPS,Wells Fargo Bank, National Association, Seller and Riley to be entered into inconnection with the transactions contemplated hereby.

**GAAP**:  Generally accepted accounting principles asset forth in statements from Auditing Standards No. 69 entitled “TheMeaning of ‘Present Fairly in Conformance with Generally Accepted AccountingPrinciples in the Independent Auditors Reports’” issued by the AuditingStandards Board of the American Institute of Certified Public Accountants andstatements and pronouncements of the Financial Accounting Standards Board thatare applicable to the circumstances as of the date of determination.

**Governmental Entity**:  Any U.S. state, commonwealth, territory,possession or tribe and any political subdivision, courts, departments,commissions, boards, bureaus, agencies or other instrumentalities of any of theforegoing.

**Indebtedness**:  With respect to any Person (a) allindebtedness for borrowed money; (b) that portion of obligations withrespect to capital leases that is properly classified as a liability on abalance sheet in conformity with GAAP; (c) notes payable and draftsaccepted representing extensions of credit whether or not representingobligations for borrowed money; (d) any obligation owed for all or anypart of the deferred purchase price of property or services if the purchaseprice is due more than six months from the date the obligation is incurred oris evidenced by a note or similar written instrument; and (e) allindebtedness secured by any Encumbrance on any property or asset owned or heldby that Person regardless of whether the

A-1

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indebtedness secured thereby shall have been assumedby that Person or is nonrecourse to the credit of that Person.

**Knowledge**:  Knowledge of Company or statements aboutfacts or circumstances recognized by Company shall refer to the actualknowledge, after such inquiry of Company personnel and review of Companyrecords (but without independent inquiry) as they deem appropriate, ofBradley C. Albrechtsen, Jim Howard, Jay Howard, Mark Andersen,Thomas J. Martini and Jonathan C. Corn.

**Material Adverse Effect**:  An event or series of events orcircumstances, that individually or in the aggregate, involve a change in oreffect on Company that is materially adverse to the business, operations,assets, financial condition, or results of operations of the Company, or on thereasonable likelihood of the consummation of the transactions contemplated bythis Agreement; provided that none of the following shall be deemed,either alone or in combination, to constitute a Material Adverse Effect:  (i) conditions generally affecting any ofthe industries in which the Company operates, or (ii) any disruption ofcustomer relationships arising out of or resulting from actions contemplated bythe parties in connection with, or which is directly attributable to, thetransactions contemplated by this Agreement, or actions taken by Purchaserfollowing the Closing.

**Person**:  An individual, corporation, partnership,joint venture, trust or unincorporated organization or association or otherform of business enterprise or a Governmental Entity.

**Subsidiary**:  With respect to any Person, any other Personone half or more of whose voting securities or other ownership interests aredirectly or indirectly owned by such Person, or which such Person has a rightto control.

**Tax**:  Any and all license and registration fees,taxes (including, without limitation, income, minimum or alternative minimumtax, gross receipts, ad valorem, value added, environmental tax, turnover,sales, use, personal property (tangible and intangible), stamp, leasing, lease,user, leasing use, excise, payroll, franchise, transfer, fuel, excess profits,occupational, interest equalization and other taxes), levies, imposts, duties,charges or withholdings of any nature whatsoever, imposed by any GovernmentalEntity, together with any and all penalties, fines, additions to tax andinterest thereon, whether or not such Tax shall be existing or hereafteradopted.

**Other Definitions**:  The following terms have the meaningsascribed to them in the Sections noted:

|                                 | ** ** | **Section** |
|---------------------------------|------------|-------------|
| Additional Asset  Consideration |       | 1.5         |
| Additional  Assets              |       | 1.5         |
| Additional  Liabilities         |       | 1.6(b)      |

 

A-2

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|                            | ** ** | **Section** |
|----------------------------|------------|-------------|
| Agreement                  |       | Recitals    |
| Agreement of  Merger       |       | 1.2         |
| Allocation  Schedule       |       | 4.18(b)(i)  |
| Assets                     |       | 4.18(a)     |
| Authorizations             |       | 2.9(a)      |
| Benefit Plans              |       | 2.14(a)     |
| Closing                    |       | 6.1         |
| Closing Date               |       | 6.1         |
| COBRA                      |       | 2.14(f)     |
| Code                       |       | 2.14(d)     |
| Company                    |       | Recitals    |
| Company Common  Stock      |       | Recitals    |
| Competing  Transaction     |       | 4.8(a)      |
| Confidentiality  Agreement |       | 4.1(c)      |
| Contracts                  |       | 2.8(b)      |
| Creditor                   |       | 2.27(c)     |
| Defect                     |       | 2.26(c)     |
| Effective Time             |       | 1.2         |
| Environmental  Law         |       | 2.16(b)     |
| ERISA                      |       | 2.14(a)     |
| Exchange Act               |       | 4.15        |
| Excluded  Liabilities      |       | 1.6(a)      |
| Financial  Statements      |       | 2.5(a)      |
| Guaranteed  Obligations    |       | 8.12        |

 

A-3

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|                               | ** ** | **Section** |
|-------------------------------|------------|-------------|
| Governmental  Entities        |       | 2.3(d)      |
| Hazardous  Materials          |       | 2.16(c)     |
| HMO                           |       | 2.14(l)     |
| Intellectual  Property Rights |       | 2.13(a)     |
| Inventory                     |       | 2.21        |
| Key Persons                   |       | 2.15(g)     |
| Liens                         |       | 2.3(b)      |
| LJV Leases                    |       | 4.14        |
| Losses                        |       | 7.1(a)      |
| Merger                        |       | Recitals    |
| Merger  Consideration         |       | 1.3         |
| Merger Sub                    |       | Recitals    |
| NHTSA                         |       | 2.10(c)     |
| Occurrence                    |       | 2.26(e)     |
| Permitted Liens               |       | 4.10        |
| Potential  Contributor        |       | 7.1(b)      |
| products                      |       | 2.26(c)     |
| Properties                    |       | 2.7(a)      |
| Purchase Price                |       | 1.3         |
| Purchaser                     |       | Recitals    |
| Purchaser’s  Basket      |       | 7.2(b)      |
| Purchaser  Break-Up Fee       |       | 6.3         |
| Purchaser Indemnitee          |       | 7.1(a)      |
| Recalls                       |       | 2.26(d)     |

 

A-4

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|                              | ** ** | **Section** |
|------------------------------|------------|-------------|
| Release                      |       | 2.16(d)     |
| Revised  Allocation Schedule |       | 4.18(b)(ii) |
| Riley                        |       | Recitals    |
| Seller                       |       | Recitals    |
| Seller  Representative       |       | 4.8         |
| Seller’s Basket         |       | 7.1(b)      |
| Seller’s Cap            |       | 7.1(b)      |
| Transferred  Employees       |       | 4.16        |
| UPS                          |       | 1.6(a)      |
| UPS Agreement                |       | 1.6(a)      |

 

A-5

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**Exhibit5.1A**

[Opinion of HellerEhrman LLP]

A-6

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**Exhibit5.1B**

[Opinion of MorrisNichols LLP]

A-7

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**Exhibit5.1C**

[Opinion ofHershner, Hunter, Andrews, Neil & Smith LLP]

A-8

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