Exhibit 10.39

                           712 Advisory Services, Inc.
                                712 Fifth Avenue
                                   Suite 1900
                            New York, New York 10019




                                                              January 23, 1998


National R.V. Holdings, Inc.
3411 N. Perris Boulevard
Perris, California  92370

Gentlemen:

                  This letter agreement  hereby amends,  restates and supercedes
any and all prior financial advisory agreements.

                  You hereby  agree to retain us to  continue  to serve,  and we
hereby agree to continue to serve, as financial advisor to National R.V. In such
capacity,  we shall be available for advice and  consultation,  and shall advise
National  R.V. with respect to such  financial  and related  matters as National
R.V. shall from time to time request,  including matters relating to (i) raising
capital,  whether  from  institutional  and other  lenders  or from the  private
placement of  securities,  (ii) public  offerings of debt or equity  securities,
(iii)  structure  of debt or  equity  financing,  (iv)  acquisitions  and  other
business ventures, (v) commercial banking relations,  (vi) shareholder relations
and (vii) general corporate matters.

                  For such services,  National R.V. agrees to pay to us a fee at
the rate of  $230,625  per year  ("Annual  Fee").  The  Annual Fee shall be paid
quarterly in advance from the date hereof through the term of this agreement. We
shall  further be  entitled  to the normal  compensation  payable to  investment
banking  firms (the specific  terms of such  compensation  to be agreed  between
National  R.V.  and  us  on a  case-by-case  basis)  for  completed  financings,
acquisitions  or  other   transactions  as  contemplated   under  the  preceding
paragraph.  National  R.V.  shall  also  reimburse  us for any  travel and other
out-of-pocket  expenses  incurred by us in connection with services provided for
herein.

                  The initial term of our engagement hereunder shall commence as
of January 1, 1998 (the "Commencement  Date") and shall continue until the first
anniversary  of such date;  provided,  however,  that the term of our engagement


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hereunder  shall  automatically  be extended for additional  periods of one year
unless and until either  party shall give the other party  written  notice,  not
later than 15 days prior to the first  anniversary of the  Commencement  Date or
any subsequent  anniversary of the Commencement  Date, of the notifying  party's
election to terminate our engagement  hereunder  effective as of the anniversary
of the Commencement Date next succeeding the giving of such notice.

                  National  R.V.  agrees to indemnify and hold us and any of our
officers, directors, employees,  representatives and agents harmless against any
liability,  claim,  loss or expenses to which we or they may become subject as a
result of this agreement or the performance of our services hereunder; provided,
however,  National R.V.  shall not be liable for any liability,  claim,  loss or
expense  which has been  judicially  determined  to have been the  result of our
willful  misconduct  or  gross  negligence.  National  R.V.  shall  satisfy  any
indemnification request promptly upon our written request.

                  In the event of a change of control of  National  R.V.  at any
time while this  agreement is in effect,  at the time of such change in control,
National  R.V.  shall pay to us  immediately  and in cash the  remaining  unpaid
Annual Fees payable  through the end of the calendar year in which the change of
control  occurs.  "Change of Control",  for  purposes of this letter  agreement,
shall  be  deemed  to have  occurred  if (i)  National  R.V.  or its  subsidiary
corporations  sell all or  substantially  all of its or their  assets to another
person or entity or is  acquired  by  another  person or  entity,  whether  such
acquisition  is in the form of a sale,  merger,  consolidation  or other similar
transaction,  (ii) any person or group (as such terms are used in Section  13(d)
of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act")) other
than our  affiliates  is or becomes the  "beneficial  owner" (as defined in Rule
13d-3 promulgated under the Exchange Act), directly or indirectly, of securities
of National R.V.  representing  25% or more of the combined  voting power of the
National  R.V.  then  outstanding  securities  or (iii) during any period of two
consecutive  years,  individuals who at the beginning of such period constituted
the Board of Directors of National  R.V.  cease for any reason to  constitute at
least a majority thereof unless the election,  or the nomination for election by
National R.V.'s stockholders,  of each new director was approved by a vote of at
least two-thirds of the directors then still in office who were directors at the
beginning of the period.


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                  If you find the above in  accordance  with our  understanding,
will you kindly so indicate by signing and  returning  the enclosed copy of this
letter.


                                                     Very truly yours,

                                                     712 ADVISORY SERVICES, INC.


                                                     By:________________________
                                                        Name:
                                                        Title:




AGREED:

NATIONAL R.V. HOLDINGS, INC.



By:________________________
   Name:
   Title:


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