SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K
(Mark One)
[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES  EXCHANGE ACT
   OF 1934 (FEE REQUIRED) OR
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
   ACT OF 1934 (NO FEE REQUIRED)
                      For the year ended December 31, 1999
                         Commission file number 0-22268
                          NATIONAL R.V. HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)
           Delaware                              No. 33-0371079
  -------------------------------        -----------------------------------
  (State or other jurisdiction of        (I.R.S.Employer Identification No.)
   incorporation or organization)
  3411 N. Perris Blvd., Perris, California                     92571
  ----------------------------------------                  ----------
  (Address of principal executive offices)                  (Zip Code)
       Registrant's telephone number, including area code: (909) 943-6007
           Securities registered pursuant to Section 12(b) of the Act:
 Common Stock, par value $.01 per share           New York Stock Exchange
 --------------------------------------    -----------------------------------
             (Title of class)        (Name of each Exchange on which registered)

        Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                            Yes X               No___

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Aggregate  market  value (based upon the closing sale price) of the voting stock
held by  nonaffiliated  stockholders  of  Registrant  as of March  27,  2000 was
approximately $139,184,176

The number of shares  outstanding of the Registrant's  common stock, as of March
27, 2000, was 9,657,086.

Documents Incorporated by Reference: Part III incorporates by reference portions
of the National R.V. Holdings, Inc. Proxy Statement for the 2000 Annual Meeting
of Stockholders.

<PAGE>

         PART I

Item 1.  Business of the Registrant

General

     National R.V. Holdings, Inc. (the "Company") is one of the nation's leading
manufacturers of Class A motorhomes.  From its Perris,  California facility, the
Company designs,  manufactures and markets National R.V., Inc. ("NRV") Class "A"
motorhomes and fifth-wheel travel trailers under brand names including Islander,
Tradewinds,  Caribbean, Tropi-Cal, Dolphin, Sea Breeze, Sea View, Surf Side, and
Palisades.  From its Junction City facility,  the Company designs,  manufactures
and markets Country Coach, Inc. ("CCI") high-end (Highline) Class "A" motorhomes
and bus  conversions  under brand names  including  Concept,  Affinity,  Allure,
Intrigue and Magna. The Company, which began manufacturing recreational vehicles
("RVs")  in  1964,  is the  fifth  largest  domestic  manufacturer  of  Class  A
motorhomes and sells its motorhomes through a network of 234 dealer locations in
38 states and Canada.

     The Company was  incorporated in Delaware in 1988. NRV was  incorporated in
California  in 1970 and its  predecessor  was organized in 1964. As used herein,
the term "Company"  refers to National R.V.  Holdings,  Inc., NRV and CCI unless
the context otherwise requires.

     The Company's  headquarters are located at 3411 N. Perris Blvd.,  Perris,
California 92571, and its telephone number is (909) 943-6007.

Recreational Vehicle Industry Overview

         Products

         Based upon standards  established by the Recreational  Vehicle Industry
Association  (the  "RVIA"),   RVs  are  commonly   classified  into  three  main
categories:  (i) motorhomes,  composed of Class A, B and C types; (ii) towables,
composed of fifth-wheel  travel trailers,  conventional  travel trailers,  truck
campers and folding camping trailers, and (iii) van conversions.

         Motorhomes:  Motorhomes are  self-powered  RVs built on a motor vehicle
chassis. The interior typically includes a driver's area and kitchen,  bathroom,
dining and sleeping areas.  Motorhomes are self-contained,  with their own power
generation,  heating, cooking,  refrigeration,  sewage holding and water storage
facilities,  so that they can be lived in without  being  attached to utilities.
Motorhomes are generally categorized into A, B and C classes. Class A motorhomes
are constructed on a medium-duty truck chassis, which includes the engine, drive
train and other  operating  components.  Retail  prices  for Class A  motorhomes
generally  range from  $40,000 to  $150,000.  Highline  motorhomes,  which are a
subset of Class A motorhomes,  generally  range in retail price from $160,000 to
$1,000,000.  Class C  motorhomes  are built on a van or pick-up  truck  chassis,

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which includes an engine, drive-train components and a finished cab section, and
generally range in retail price from $40,000 to $70,000.  Class B motorhomes are
van campers,  which  generally  contain  fewer  features than Class A or Class C
motorhomes.

         Towables:  Towables are non-motorized RVs. Fifth-wheel travel trailers,
similar to motorhomes in features and use, are constructed with a raised forward
section  that  attaches  to the bed of a pick-up  truck.  This allows a bi-level
floor plan and generally more living space than  conventional  travel  trailers.
Fifth-wheel  travel  trailers are typically less  expensive than  motorhomes and
range in retail price from $15,000 to $80,000.  Conventional travel trailers are
similar  to  fifth-wheel  travel  trailers  but do not have the  raised  forward
section.  Truck campers have many of the amenities  found on travel trailers and
slide into the bed of a pickup truck.  Folding  camping  trailers  contain fewer
features  than  other  towables  and are  constructed  with  collapsible  "tent"
sidewalls that fold for easy towing.

         Van  Conversions:  Van conversions are automotive vans converted by van
upfitters  to  include  such  features  as  entertainment  centers,  comfortable
seating, window treatments and lighting.


         Trends and Demographics

         According to the RVIA's wholesale statistics,  RV unit sales (excluding
van  conversions)  in 1999  increased  9.7% to 321,200 from 292,700 in 1998. The
aggregate wholesale value of these 1999 shipments was $8.3 billion, with Class A
motorhomes  comprising $4.4 billion or 53% of the total and  fifth-wheel  travel
trailers  comprising $1.2 billion or 14.5% of the total. Unit shipments of Class
A motorhomes in 1999 increased  15.2% to 49,400 from 42,900 in 1998. The average
wholesale  price of Class A motorhomes  increased  17.4% in 1999 to $88,962 from
$75,754 in 1998. Unit shipments of fifth-wheel travel trailers increased 7.1% in
1999 to 60,500 from 56,500 in 1998. The average  wholesale  price of fifth-wheel
travel trailers increased in 1999 0.8% to $20,284 from $20,119 in 1998.

         While overall unit  shipments  have increased over the past five years,
the RV industry's manufacturing base has undergone a consolidation. Between 1992
and 1999, the number of Class A motorhome  manufacturers declined from 45 to 25.
In addition,  during this period,  the aggregate  retail market share of the ten
largest Class A motorhome manufacturers increased from 82.5% to 90.9%.

         RVs  are  purchased  for a  variety  of  purposes,  including  camping,
visiting  family and friends,  sightseeing,  vacationing  and  enjoying  outdoor
activities  and sporting  events.  According to a University of Michigan  study,
approximately  8.6 million  households (or 9.8% of all households) in the United
States owned RVs in 1997,  up from 8.2 million in 1993,  7.7 million in 1988 and
5.8 million in 1980. In addition, the study indicated that 67% of all current RV
owners  and 25% of all  former  RV owners  plan to  purchase  another  RV in the
future.  This study further  indicated  that 65% of RVs purchased are used (RVIA
and market share  statistics  reflect new product sales only) with more than 34%

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of these used RVs older than 15 years.  The  eventual  scrappage  of these older
units is expected to result in an  increasing  proportion  of new product  sales
over the next ten years.

         Ownership of RVs reaches its highest level among those  Americans  aged
55 to 64, with 16.4% of households  in this  category  owning RVs. The number of
households in this group, which constitutes the Company's primary target market,
is  projected  to grow by 8.0  million  households,  or 63% from 1997 to 2010 as
compared to total growth of 14.9 million households,  or 14.9%. Baby Boomers are
defined as those born between the years 1946 and 1964, and thus the leading edge
of the Baby Boomer  generation  began  turning 50 in 1996.  This  generation  is
expected to be more affluent and retire earlier than past  generations.  As Baby
Boomers enter and travel  through the important 50 to 65 age group for RV sales,
they represent the potential for a secular uptrend in the RV industry.

         As motorhomes  have increased in popularity  due, in part, to the entry
of the Baby Boomer  generation  into the target market,  the purchasers of these
products have grown more  sophisticated  in their tastes.  The Company  believes
that as a result,  customers have demanded more value for their money, and brand
recognition and loyalty have become  increasingly  important.  These trends have
favored companies that can deliver quality, value and reliability on a sustained
basis.


Business Development and Strategy

         The Company's business development and operating strategy is to deliver
high  quality,  innovative  products  that offer  superior  value to enhance the
Company's  position as one of the nation's  leading  manufacturers  of RVs. This
strategy focuses on the following key elements: (i) building upon and exploiting
recognition  of the  Company's  brand names;  (ii)  offering  the highest  value
products at  multiple  price  points to appeal to first time and repeat  buyers;
(iii) expanding its manufacturing  capacity and continuing to utilize vertically
integrated   manufacturing   processes;   (iv)  capitalizing  on  the  Company's
reputation to expand its presence in the Highline  market;  and (v)  identifying
and acquiring related businesses serving niche markets.

         Building upon and Exploiting  Recognition of the Company's Brand Names.
The Company  believes  that its brand  names and  reputation  for  manufacturing
quality products with excellent value have fostered strong consumer awareness of
the Company's  products and have  contributed to the growth of its net sales and
market share. The Company intends to capitalize on its brand name recognition in
order to increase its sales and market share, facilitate the introduction of new
products and enhance its dealer network.

         Offering the Highest Value  Products at Multiple Price Points to Appeal
to First Time and Repeat Buyers.  The Company currently offers fourteen distinct
lines of RVs,  which are  available in a variety of lengths,  floorplans,  color
schemes and interior designs and range in suggested retail price from $42,000 to
$1,200,000.  Each model is  intended to attract  customers  seeking an RV within

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their price range by offering value superior to competitive  products from other
manufacturers.   RVIA  data  indicates  that  most  motorhome   purchasers  have
previously owned a recreational vehicle, and the Company's models are positioned
to address the demands of these repeat customers as well as first time buyers.

         Expanded Manufacturing Capacity and Vertically Integrated Manufacturing
Processes.  The Company has expanded its  manufacturing  facilities  in order to
increase  its  production   flexibility  and   substantially   increase  overall
production volume to meet demand and anticipated growth. The Company designs and
manufactures a significant  number of the components used in the assembly of its
products,  rather than purchasing them from third parties.  The Company believes
that its vertically integrated  manufacturing processes allow it to achieve cost
savings  and  better  quality  control.  The  Company's  in-house  research  and
development staff and on-site  component  manufacturing  departments  enable the
Company to ensure a timely supply of necessary  products and to respond  rapidly
to market changes.

         Capitalizing on the Company's  Reputation to Expand its Presence in the
Highline Market. The Company's Country Coach product offerings focus exclusively
on the  Highline  segment of the Class A  motorhome  market.  The  Company has a
strong  market  share in the  Highline  segment.  For the  twelve  months  ended
December 31, 1999,  the Company was the third largest  manufacturer  of Highline
motorhomes,  with approximately 15.6% of this market, up from 14.8% in 1998. The
Company is actively  seeking to expand its share of this market by  capitalizing
on its  established  reputation,  continuing  to  offer  superior  products  and
expanding  its  production  capacity  in order to target  the  market's  growing
population  and  satisfy the desire of many  current RV owners to purchase  more
upscale vehicles.

         Identifying and Acquiring Related Businesses Serving Niche Markets.  As
illustrated  by the Company's 1996  acquisition  of Country  Coach,  the Company
plans to expand its  business  through  the  strategic  acquisition  of targeted
businesses  in the RV  industry  and  related  areas.  The  Company  will target
acquisitions which it believes will result in expansion of the Company's product
lines and/or enhancement of operating efficiencies.

Business

         Products

         The Company's product strategy is to offer the highest value RVs across
a wide range of retail prices to appeal to a broad range of potential  customers
and to capture the business of brand-loyal  repeat  purchasers who tend to trade
up with each new purchase. National RV currently manufactures Class A motorhomes
under Islander, Tradewinds,  Caribbean, Tropi-Cal, Dolphin, Sea Breeze, Sea View
and Surf Side brand names and a line of  fifth-wheel  travel  trailers under the
Sea Breeze and  Palisades  brand names.  Country  Coach  currently  manufactures
Highline  motorhomes  under the Concept,  Affinity,  Magna,  Intrigue and Allure
brand names and bus conversions under the Country Coach Prevost Conversion brand
name.

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         The Company's products are offered with a wide range of accessories and
options and manufactured with high-quality materials and components.  Certain of
the Company's Highline motorhomes can be customized to a particular  purchaser's
specifications.  Each  vehicle is  equipped  with a wide  range of  kitchen  and
bathroom  appliances,  audio  and  video  electronics,   communication  devices,
furniture, climate control systems and storage spaces.

         Country Coach Prevost Conversion. Built on the 40' and 45' XL II or the
VIP chassis,  the Country Coach Prevost Conversion combines creative floor plans
with fully custom interiors and stunning one-of-a-kind exteriors. Among its many
features  of  note  are  computerized  touch  pad  switching,  computerized  air
leveling,  a voice synthesized  monitoring system, and an Infotronics  multiplex
control console which networks  together "stand alone" systems,  so the user may
program  multiple  systems at one time.  Slide-out floor plans provide  expanded
living  space.  Suggested  retail  prices start at $715,000.  The Country  Coach
Prevost Conversion was introduced in 1979.

         Concept.  Completely  custom,  the  40' and 45'  wide  body,  bus-style
Concept is built from the ground up on the  DynoMax  chassis and is powered by a
500  horsepower   Detroit  Diesel  Series  60  engine.   The  Concept's  Pentium
computer-driven  digital dash features a Global Positioning System. Fully custom
interior  schemes,  and Euro-styled  Vitricor or laminate  cabinetry  complement
beautiful  one-of-a-kind  interiors.  Suggested retail prices start at $538,000.
The Concept was introduced in 1988.

         Affinity.  Built on the DynoMax  chassis,  the 38',  40' and 42' models
feature the CAT 455  horsepower  C-12 engine.  The  Affinity  offers 14 exterior
color  combinations  (or custom  colors)  with seven custom  graphic  schemes in
addition to the standard  scheme.  Galley slide floor plans are  available.  Six
designer  coordinated  interior schemes (or  customization)  are offered with 19
floor plan combinations.  A 42' Affinity with a liftable tag axle and dual slide
floor plan, the Bed & Breakfast, debuted in the 1999 model year.
Suggested retail prices start at $365,000. The Affinity was introduced in 1991.

         Magna. In 36', 38' and 40' lengths, the wide-body Magna is built on the
DynoMax  diesel-powered  chassis  featuring the Cummins 350 horsepower engine or
CAT C-10 385 horsepower  engine. The Magna offers 15 floor plan combinations and
six designer  coordinated  interior  packages  (along with  modified or complete
customization)  to  complement  the 14 exterior  color  combinations  (or custom
exterior graphics).  Full size living room slides and new galley slides maximize
interior  living.  Suggested  retail  prices  start at  $287,000.  The Magna was
introduced in 1991.

         Intrigue.  The  wide-body,  bus-style  Intrigue,  in  32',  36' and 40'
lengths,  is built on the DynoMax chassis and powered by the Cummins 8.3 ISC 330
or 350 horsepower  engine. It features custom crafted cabinetry with three color
coordinated  interior packages and 22 floor plan  arrangements.  Full size Great
Room and galley slides are available. Suggested retail prices start at $201,000.
The Intrigue was introduced in 1994.

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         Islander. The Islander is a luxury,  bus-style diesel pusher built on a
semi-monocoque  chassis  manufactured  by CCI.  Available in one floorplan  just
under  40' in  length,  the  Islander  features  a large  slide  room  that adds
approximately 45 square feet of additional  living space. It carries a suggested
retail price of $201,000 and was introduced in 1999.

         Allure.  This  Highline  motorcoach  is  available  in 32', 36' and 40'
lengths.  Built on the DynoMax chassis, the Allure is powered by the Cummins 8.3
ISC 275 or 330 HP C-Series  horsepower  engine.  It features  painted  graphics,
clear coat and  bus-style  aerodynamics.  Offering  three  designer  coordinated
interior packages and 16 floor plan  combinations,  the Allure is available with
full size living room slides and galley slides. Suggested retail prices start at
$172,000. The Allure was introduced in 1995.

         Tradewinds.  The Tradewinds is available in five floorplans on a diesel
powered chassis. These models are full-basement wide-body, bus-style motorhomes.
All models have  automatic  slide-out  features  that expand the interior of the
motorhome  and add  approximately  36 square feet of  additional  living  space.
Models are produced in 35-38 foot lengths and are available with a choice of oak
or walnut  interiors.  Suggested  retail prices range from $147,000 to $152,000.
The Tradewinds was introduced in 1997.

         Caribbean. The Caribbean is a compact, luxury, bus-style, diesel pusher
that represents a newer market segment that has emerged. Featuring one floorplan
of 34 feet in length with a slide-out  room, the Caribbean is designed to appeal
to  consumers  looking for a luxury  product  that is easier to drive and handle
than conventional luxury bus-style  products.  The Caribbean carries a suggested
retail price of $138,000, and was introduced in 1999.

         Tropi-Cal.  The Tropi-Cal is a wide-body  bus-style motorhome outfitted
similar to the Dolphin  with certain  distinct  features,  exterior  styling and
floorplans.  The  Tropi-Cal is available in seven  floorplans  on a  gas-powered
chassis and  produced  in 33 to 37 foot  lengths.  All models have an  automatic
slide-out   feature  that  expands  the  interior  of  the  motorhome  and  adds
approximately 36 square feet of additional living space. Suggested retail prices
range from  approximately  $93,000 to $104,000.  The Tropi-Cal was introduced in
1993.

         Dolphin.  The Dolphin is available in eight floorplans on a gas-powered
chassis.  These models are full-basement  wide-body,  bus-style motorhomes.  All
models  have  automatic  slide-out  features  that  expand the  interior  of the
motorhome and add  approximately 36 square feet of additional  living space. The
Dolphin models are produced in 33 to 37 foot lengths and have  suggested  retail
prices that range from $90,000 to $100,000.  The Class A Dolphin  motorhome  was
introduced in 1985.

         Sea View. The Sea View is available in five floorplans on a gas-powered
chassis.  These models are full-basement  wide-body,  bus-style motorhomes.  All
models  have  automatic  slide-out  features  that  expand the  interior  of the
motorhome and add  approximately 36 square feet of additional  living space. The

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Sea View models are produced in 31 to 34 foot lengths and have suggested  retail
prices that range from $82,000 to $90,000. This product was introduced in 1997.

         Sea Breeze. The Sea Breeze is a moderately priced, bus-style motorhome,
built on a  gas-powered  chassis.  The Sea  Breeze is a low  profile  motorhome,
offering partial basement storage.  The Sea Breeze features Corian  countertops,
power heated side-view  mirrors,  deluxe trim and heated water and waste holding
tanks. The Sea Breeze features four floorplans between 30 and 34 feet in length.
Suggested retail prices range from approximately $72,000 to $90,000. The Class A
Sea Breeze product was introduced in 1992.

         Surf Side.  The  Surf Side  is  available in  two floorplans on a gas-
powered  chassis.   This   full-basement  wide-body,  bus-style  motorhome  is
offered in 30 and 31 foot lengths  and  has a suggested retail price of $68,000.
The Surf Side was introduced in 1999.

         Palisades  Fifth-Wheel  Travel  Trailer.  The  Palisades   fifth-wheel
travel  trailer comes in four,  triple-slide  floorplans ranging  from 32 to 37
feet in length.  All floorplans  feature  standard dark walnut  interiors,  and
many other  amenities.  Suggested retail prices range from $50,000 to $65,000.
The Palisades was introduced in 1999.

         Sea Breeze  Fifth-Wheel  Travel  Trailer.  The Sea  Breeze  fifth-wheel
travel  trailer  comes in eight  floorplans  equipped  similar  to a Sea  Breeze
motorhome.  All floorplans  feature  standard living room and bedroom  slide-out
sections  and are produced in 29 to 37 foot  lengths.  Suggested  retail  prices
range from $42,000 to $51,000. The Sea Breeze fifth-wheel trailer was introduced
in 1995.

         Planned Product Introductions

         During 2000,  the Company  plans to add  additional  floorplans  to the
three  products  introduced  in  the  fourth  quarter  of  1999,  the  Islander,
Caribbean,  and Palisades.  New product  introductions include a Tradewinds LTC,
which is a  Tradewinds  on a  raised-rail  chassis,  and two new  products,  the
Castaic and the Marlin,  targeting new price points in the diesel pusher market.
Additionally,  with the anticipated  completion of the new towables plant at the
Perris,  California  facility late in 2000, the Company plans to introduce a Sea
Breeze travel trailer. Double-slide models incorporating a slide-out room in the
bedroom area will be introduced on many of the existing product lines.

         Distribution and Marketing

         The  Company  markets  NRV  products  through a network  of 207  dealer
locations  in 38 states  and  Canada.  These  dealers  generally  carry all or a
portion of NRV's product  lines along with  competitors'  products.  The Company
markets CCI products through 27 dealer locations.  CCI utilizes a limited dealer
network for its Highline  motorhomes due to the selling  expertise  required and
the  tendency of Highline  customers  to make  destination-type  purchases.  The
Company  believes that each of the CCI dealers has  significant  experience with
top-of-the-line products and has demonstrated high standards for service.

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         The Company generally  promotes its products through visits to dealers,
attendance at industry shows,  direct mail  promotions,  corporate  newsletters,
press releases,  trade and consumer  magazine  advertising and RV owner rallies.
From time to time,  the Company also offers  dealer or consumer  incentives.  In
addition,  to help promote customer  satisfaction and brand loyalty, the Company
sponsors  Dolphin  and  Country  Coach  International  clubs  for  owners of the
Company's products.  The clubs publish newsletters and magazines on a monthly or
quarterly  basis and  organize  RV rallies  and other  activities.  The  Company
continually  seeks consumer  preference  input from several  sources,  including
dealers, RV owners and the Company's sales representatives and, in response, the
Company implements changes in the design, decor and features of its products.

                  Substantially all of the Company's motorhome sales are made on
terms  requiring  payment within 15 days or less of the dealer's  receipt of the
unit. Most dealers finance all, or  substantially  all, of the purchase price of
their inventory under "floor plan"  arrangements with banks or finance companies
under which the lender  pays the Company  directly.  Dealers  typically  are not
required to commence  loan  repayments  to such lenders for a period of at least
six months. The loan is collateralized by a lien on the vehicle. Consistent with
industry practice, the Company has entered into repurchase agreements with these
lenders.  In general,  the  repurchase  agreements  provide  that the Company is
required to repurchase a unit after the unit is financed and if the "floor plan"
lender has repossessed the unit. Certain of these agreements limit the Company's
liability to 12 to 18 months after the date of invoice of the unit.  At December
31,  1999,  the  Company's  contingent  liability  under  these  agreements  was
approximately  $104.5 million.  The risk of loss under such agreements is spread
over numerous  dealers and lenders and is further reduced by the resale value of
the motorhomes the Company would be required to repurchase. The Company's losses
under these agreements have not been material in the past.

                  Many finance  companies and banks provide retail  financing to
purchasers of RVs. Certain  provisions of the U.S. tax laws applicable to second
residences, including the deductibility of mortgage interest and the deferral of
gain on a qualifying  sale,  currently  apply to motorhomes and travel  trailers
used as qualifying residences.

Manufacturing Facilities and Production

         The  Company  owns and  operates  manufacturing  facilities  in Perris,
California,   and  Junction  City,   Oregon.   NRV  products  are  designed  and
manufactured  in  facilities   encompassing   400,000  square  feet  located  on
approximately  49 acres in Perris.  Two  additional  buildings are scheduled for
construction in 2000 at the Perris facility. These include a 45,000 square foot,
30-bay service  center,  and a 164,000 square foot travel trailer  manufacturing
building. CCI products are designed and manufactured in facilities  encompassing
386,000  square  feet  located  on  approximately  56  acres in  Junction  City.
Construction of an additional 150,000 square foot manufacturing  building at the
Junction City facility is in the planning stages, with construction scheduled to
begin in late 2000.  The Company  also owns 12 acres in Florida,  where a 15-bay
service center is planned for construction in the second half of 2000.

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         The  Company's  vehicles  are built by  integrating  manufacturing  and
assembly line processes.  The Company has designed and built its own fabricating
and assembly equipment and molds for a substantial  portion of its manufacturing
processes.  The Company  believes that its vertically  integrated  manufacturing
systems and processes, which it has developed,  enable it to efficiently produce
high-quality products.

         Among  other  items,  the  Company   fabricates,   molds  and  finishes
fiberglass to produce its front and rear-end  components,  manufactures  its own
walls and roofs, assembles sub-floors and molds plastic components.  In addition
to assembling its vehicles and installing  various options and accessories,  the
Company  manufactures the majority of the installed amenities such as cabinetry,
draperies,  showers  and  bathtubs.  After  purchasing  the basic chair and sofa
frames,  the  Company  also  manufactures  most  of the  furniture  used  in its
motorhomes. The Company believes that by manufacturing these components on site,
rather  than  purchasing  them from third  parties,  the Company  achieves  cost
savings,  better  quality  control and timely  supply of  necessary  components.
Chassis,  plumbing  fixtures,  floor  coverings,  hardware  and  appliances  are
purchased  in  finished   form  from  various   suppliers.   Due  to  California
environmental emission restrictions on the amount of fiberglass that the Company
can fabricate,  third parties  manufacture  certain  fiberglass  parts using the
Company's molds.

         The Company currently operates one production shift.

         The Company  purchases  the  principal  raw materials and certain other
components used in the production of its RVs from third parties.  Other than the
chassis,  these components and raw materials  typically have short delivery lead
times. With the exception of the chassis,  these materials,  including  plywood,
lumber and plastic,  are  generally  available  from numerous  sources,  and the
Company has not  experienced  any  significant  shortages  of raw  materials  or
components.

Product Development

         The Company  utilizes a combined  research and development  staff of 76
employees who concentrate on product development and enhancements. New ideas are
presented  to the staff  from  management  and are  derived  from a  variety  of
sources,  including  sales  representatives,  dealers and  consumers.  The staff
utilizes  computer-aided  design  equipment  and  techniques  to  assist  in the
development   of  new  products  and  floor  plans  and  to  analyze   suggested
modifications  of existing  products  and  features.  After the initial  step of
development,  prototype models for new products are constructed and refined.  In
the case of modifications to certain features, new molds for various parts, such
as front-end caps and storage doors,  are produced and tested.  Upon  completion
and acceptance of the prototypes,  the new products or components are integrated
into the production  process.  The Company  believes that the  maintenance of an
in-house  research and development  staff enables the Company to respond rapidly
to ongoing  shifts in consumer  tastes and  demands.  Research  and  development
expenses were $4,087,000, $3,050,000 and $2,711,000 for the years ended December
31, 1999, 1998 and 1997, respectively.

                                       10
<PAGE>
Arrangements with Chassis Suppliers

         The Company's NRV subsidiary purchases  gasoline-powered  chassis' that
are  manufactured by Ford Motor Company and Workhorse  Custom Chassis,  and rear
engine  diesel-powered  chassis' from Freightliner  Custom Chassis  Corporation,
Spartan  Motor   Corporation,   and  from  CCI.  The  Company's  CCI  subsidiary
manufactures its own chassis, the DynoMax,  which is used as the base upon which
all CCI motorhomes are built, except for the Prevost Conversions,  which utilize
a Prevost bus shell. The Company takes advantage of cash discounts,  for payment
upon delivery,  that are generally provided for in the purchase  agreements with
these manufacturers. Such agreements generally provide that the Company must pay
for a chassis  in full  prior to making  any  alterations  or  additions  to the
chassis.  The  agreements  further  provide that either party may  terminate the
agreement at any time. In the event of such  termination,  the Company may incur
certain  financing  and other costs in order to  maintain an adequate  supply of
chassis. The Company generally maintains a one to two month production supply of
a chassis in inventory.  If any of the Company's  present chassis  manufacturers
were to cease  manufacturing  or  otherwise  reduce  the  availability  of their
chassis, the business of the Company could be adversely affected.  The industry,
as a whole, from time to time experiences short-term shortages of chassis.

Backlog

     The  Company's  backlog of orders was $64.0 million as of February 29, 2000
and $79.6  million as of February  28, 1999.  All backlog  orders are subject to
cancellation.  To the extent not canceled,  the Company expects that its backlog
as of February 29, 2000 will be filled within 60-90 days.

Competition

         The motorhome market is intensely  competitive,  with a number of other
manufacturers selling products that compete with those of the Company. According
to  Statistical  Surveys,  Inc.,  the two leading  manufacturers  accounted  for
approximately  39.8%  and  42.1%  of  total  retail  units  sold in the  Class A
motorhome market during 1999 and 1998, respectively. These companies and certain
other competitors have substantially  greater financial and other resources than
the Company.  Sales of used motorhomes also compete with the Company's products.
The Company competes on the basis of value, quality, price and design. According
to Statistical  Surveys,  Inc., the Company's Class A retail market share of new
product  sales has  increased  from 1.9% in 1992 to 3.4% in 1993,  4.0% in 1994,
4.2% in 1995, 6.1% in 1996, 7.8% in 1997, 8.2% in 1998, and 8.2% in 1999.

Regulation

         The Company is subject to the  provisions  of the National  Traffic and
Motor Vehicle Safety Act (the "Motor Vehicle Act") and the safety  standards for
RVs and components  that have been  promulgated  thereunder by the Department of
Transportation.  The  regulations  that  have been  promulgated  under the Motor

                                       11
<PAGE>
Vehicle Act permit the  National  Highway  Traffic  Safety  Administration  (the
"NHTSA") to require a manufacturer to remedy vehicles containing defects related
to motor  vehicle  safety or  vehicles  which fail to conform to all  applicable
federal motor vehicle safety standards.  The Motor Vehicle Act also provides for
the recall and repair of vehicles that contain  certain  hazards or defects.  In
addition,  the Company  has from time to time  instituted  voluntary  recalls of
certain motorhome units, none of which have had a material adverse effect on the
Company.

         In March,  2000, CCI received a notice from NHTSA which  indicated that
NHTSA is  conducting  a  review  of a safety  recall  by CCI in 1999  concerning
certain  motorhomes  equipped with a slide galley  option and requested  certain
information  about  motorhomes with slide out sections  manufactured by CCI. CCI
intends to respond fully to NHTSA's request. At this time, it is not possible to
ascertain  what  action  NHTSA may take with  respect to such a review,  or what
impact, if any, that the review may have on the Company's financial condition or
results of operations.  Future recalls of the Company's  vehicles,  voluntary or
involuntary,  could have a material  adverse  effect on the Company's  financial
condition and results of operation.

         The Company relies upon certifications from chassis  manufacturers with
respect to  compliance of the Company's  vehicles with all  applicable  emission
control  standards.  The RVIA, of which the Company is a member, has promulgated
stringent  standards for quality and safety.  Each of the units  manufactured by
the Company has a RVIA seal placed upon it to certify that such  standards  have
been met.

         Federal  and  state  authorities  have  various  environmental  control
standards relating to air, water, noise pollution and hazardous waste generation
and disposal which affect the business and operations of the Company. California
environmental  emission  regulations  limit the amount of fiberglass  production
that the Company may  fabricate.  The Company  believes that its  facilities and
products  comply  in  all  material   respects  with  applicable   environmental
regulations  and  standards.  The  Company is also  subject  to the  regulations
promulgated by the Occupational Safety and Health Administration ("OSHA"), which
regulates workplace health and safety.
Representatives of OSHA and the RVIA periodically inspect the Company's plant.

Product Warranty

         The Company provides retail purchasers of its motorhomes with a limited
warranty  against  defects  in  materials  and  workmanship.  Excluded  from the
Company's warranties are chassis manufactured by third parties and certain other
specified  components  that are  warranted by the  Company's  suppliers of these
items.  Service  covered by warranty  must be performed at either the  Company's
in-house  service  facility  or any of its dealers or other  authorized  service
centers.  The warranty period covers the lesser of one year or 18,000 miles. The
Company's  warranty  reserve was $7.8 million at December  31,  1999,  which the
Company believes is sufficient to cover warranty claims.

Trademarks

         NRV's  Dolphin,   Tropi-Cal,  Sea  Breeze,  Tradewinds,  Sea  View  and
DuraFrame trademarks,  and CCI's Affinity,  Magna,  Intrigue,  Allure, and Great

                                       12
<PAGE>
Room  trademarks  are  registered  with the United  States  Patent and Trademark
Office and are  material to the  Company's  business.  The Company does not rely
upon any material patents or licenses in the conduct of its business.

Legal Proceedings and Insurance

         From time to time,  the  Company  is  involved  in  certain  litigation
arising  out of its  operations  in the  normal  course of  business.  Accidents
involving  personal  injuries and property damage occur from time to time in the
use of RVs. The Company maintains product liability  insurance in amounts deemed
adequate  by  management.  To date,  aggregate  costs to the Company for product
liability actions have not been material. The Company believes that there are no
claims or litigation pending, the outcome of which could have a material adverse
effect on the financial position of the Company.

Employees

         As of February 29, 2000, the Company  employed a total of 2,170 people,
of which  1,960 were  involved in  manufacturing,  63 in  administration,  76 in
research and  development  and 71 in sales and marketing.  None of the Company's
personnel are represented by labor unions.  The Company  considers its relations
with its personnel to be good.


Item 2. Properties

         The  Company  owns and  operates  manufacturing  facilities  in Perris,
California,   and  Junction  City,   Oregon.   NRV  products  are  designed  and
manufactured  in  facilities   encompassing   400,000  square  feet  located  on
approximately  49 acres in Perris.  Two  additional  buildings are scheduled for
construction in 2000 at the Perris facility. These include a 45,000 square foot,
30-bay service  center,  and a 164,000 square foot travel trailer  manufacturing
building. CCI products are designed and manufactured in facilities  encompassing
386,000  square  feet  located on  approximately  56 acres in Junction  City.  A
portion of CCI's  facilities  representing  276,000  square feet is being leased
under an agreement expiring in October 2000 (renewable in two separate five-year
increments at fair market values).  Construction  plans on an additional 150,000
square foot manufacturing  building at the Junction City facility are under way,
with actual construction  scheduled to begin in late 2000. The Company also owns
12 acres in Florida,  where a 15-bay service center is planned for  construction
in late 2000.

         The Company believes that present facilities are well maintained and in
good  condition.  The  plants  are  currently  operating  at  approximately  80%
capacity.




                                       13
<PAGE>
Item 3.  Legal Proceedings

         There are no  material  legal  proceedings  to which the  Company  is a
party.


Item 4.  Submission of Matters to a Vote of Security Holders

         None.






























                                       14
<PAGE>


                  PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

         The  Company's  Common  Stock,  par value $.01 per share  (the  "Common
Stock"),  has been trading on the New York Stock  Exchange  under the symbol NVH
since December 14, 1998. From September 30, 1993 to December 13, 1998, the stock
traded on the Nasdaq National Market under the symbol NRVH.  Prior to that time,
there was no public market for the Common Stock.

<TABLE>
         <S>                                         <C>               <C>
                1999                                    High             Low
                ----                                    ----             ---
         First Quarter                                $ 26.88           $ 20.56
         Second Quarter                                 29.50             21.88
         Third Quarter                                  27.31             19.13
         Fourth Quarter                                 21.25             16.25

                1998                                    High             Low
                ----                                    ----             ---
         First Quarter                                $ 29.69           $ 16.94
         Second Quarter                                 30.81             21.38
         Third Quarter                                  33.67             17.56
         Fourth Quarter                                 28.00             13.13
</TABLE>

         On March 27, 2000,  the last reported  sales price for the Common Stock
quoted on the New York Stock  Exchange  was $26.375  per share.  As of March 27,
2000, there were 86 record holders of Common Stock. Such number does not include
persons whose shares are held of record by a bank,  brokerage  house or clearing
agency, but does include such banks, brokerage houses and clearing agencies.

Dividends

         The Company has not paid any cash  dividends  or  distributions  on its
Common  Stock  and has no  intention  to do so in the  foreseeable  future.  The
Company  presently  intends to retain earnings for general  corporate  purposes,
including business expansion,  capital  expenditures and possible  acquisitions.
The declaration  and payment of future  dividends will be at the sole discretion
of the  Board of  Directors  and will  depend  on the  Company's  profitability,
financial  condition,  capital needs,  future prospects and other factors deemed
relevant  by the Board of  Directors.  The ability of the Company to declare and
pay dividends is restricted by the Revolving Credit Agreement, dated as of March
11, 1999,  between the Company and Bank of America  NT&SA,  which  prohibits the
payment of dividends in cash or property  unless the Company  satisfies  certain
financial tests set forth therein. See "Management's  Discussion and Analysis of
Financial   Condition   and  Results  of  Operations  -  Liquidity  and  Capital
Resources."




                                       15
<PAGE>

Item 6.  Selected Financial Data

         The following  selected  consolidated  financial  data are qualified by
reference to, and should be read in conjunction with, the Company's Consolidated
Financial  Statements and the notes thereto,  and  "Management's  Discussion and
Analysis of Financial  Condition and Results of Operations"  contained elsewhere
herein.  The selected  income  statement  data for the years ended  December 31,
1997, 1998 and 1999 and the selected  balance sheet data as of December 31, 1998
and  1999  are  derived  from  the  Company's  audited  consolidated   financial
statements that are included  elsewhere  herein.  The selected income  statement
data for the year ended  December 31, 1996 along with the balance  sheet data as
of  December  31,  1996 and  1997 are  derived  from  the  audited  consolidated
financial  statements of the Company which are not included herein. The selected
income  statement  data for the year  ended  December  31,  1995  along with the
balance  sheet data as of  December  31, 1995 are  derived  from the  accounting
records of the Company and have not been audited.
<TABLE>
<CAPTION>
                   SELECTED CONSOLIDATED FINANCIAL INFORMATION
                (In thousands, except per share and unit amounts)

                                                     Years Ended December 31,
                                             -------------------------------------------------------
<S>                                          <C>         <C>       <C>        <C>       <C>
                                                1999       1998      1997     1996 (1)     1995
                                             ----------- --------- ---------  --------- ------------
Operations Data:                                                                        (Unaudited)
Net sales                                     $ 419,421  $ 360,326 $ 285,951  $ 137,101    $ 89,397
Cost of sales                                   348,592   302,098   245,763    118,643       78,089
                                             ----------- --------- ---------------------------------
   Gross profit                                  70,829    58,228    40,188     18,458       11,308
Selling expenses                                 11,437    11,154     9,518      4,209        2,643
General and administrative expenses               7,214     6,586     5,649      2,899        2,455
Amortization of intangibles                         413       413       413         80            -
                                             ----------- --------- ---------------------------------
   Operating income                              51,765    40,075    24,608     11,270        6,210
Interest (income) expense, net                   (1,379)     (280)      222        111            3
Other financing related costs                         -       213       113        149          178
Other                                              (432)        -         -          -            -
                                             ----------- --------- ---------------------------------
   Income before income taxes and
     extraordinary item                          53,576    40,142    24,273     11,010        6,029
Provision for income taxes                       20,625    16,033     9,767      4,405        2,387
                                             ----------- --------- ---------------------------------
   Net income before extraordinary items         32,951    24,109    14,506      6,605        3,642
Loss on investment in marketable equity
   securities                                         -         -         -          -         (958)
Gain on early extinguishment of debt                  -         -         -          -          342
                                             ----------- --------- ---------------------------------
   Net income                                  $ 32,951  $ 24,109  $ 14,506    $ 6,605      $ 3,026
Basic earnings per common share:
  Income before extraordinary items              $ 3.16    $ 2.35    $ 1.55     $ 0.92       $ 0.51
  Extraordinary items                                 -         -         -          -        (0.09)
                                             ----------- --------- ---------------------------------
    Net income                                   $ 3.16    $ 2.35    $ 1.55     $ 0.92       $ 0.42
Diluted earnings per common share:
  Income before extraordinary items              $ 2.95    $ 2.11    $ 1.40     $ 0.84       $ 0.50
  Extraordinary items                                 -         -         -          -        (0.09)
                                             ----------- --------- ---------------------------------
    Net income                                   $ 2.95    $ 2.11    $ 1.40     $ 0.84       $ 0.41
Weighted average number of common shares
    outstanding:
  Basic                                          10,430    10,263     9,365      7,190        7,070
  Diluted                                        11,178    11,423    10,390      7,887        7,268
Other Data:
Class A units sold                                3,951     3,652     3,039      2,042        1,504
Fifth-Wheel Travel Trailers sold                    431       410       258        210          299
Balance Sheet Data:
Total assets                                  $ 159,214  $ 117,739 $ 87,204   $ 68,050     $ 34,308
Working capital                                  91,916    63,480    39,271     29,553       15,080
Long-term debt                                       84     1,700     6,703      7,272        7,034
Stockholders' equity                            130,566    94,489    60,958     45,532       18,625

</TABLE>
     (1) Operating  results in 1996,  1997, 1998 and 1999 reflect the effects of
the acquisition of Country Coach, Inc. in November 1996.

                                       16
<PAGE>


Item 7.  Management's  Discussion  and Analysis of Financial  Condition and
         Results of Operations.

         This  analysis  of the  Company's  financial  condition  and  operating
results  should  be read  in  conjunction  with  the  accompanying  consolidated
financial statements including the notes thereto.

Results of Operations

         The following table sets forth for the periods indicated the percentage
of  net  sales   represented  by  certain  items   reflected  in  the  Company's
Consolidated Statement of Income:

<TABLE>
<CAPTION>
                                                  Percentage of Net Sales
                                                        Years Ended
                                                        December 31,
                                               -----------------------------
<S>                                            <C>        <C>        <C>
                                                 1999       1998       1997
                                               --------   --------   -------

Net sales                                         100.0 %    100.0 %   100.0 %
Cost of sales                                      83.1       83.8      86.0
                                                --------   --------   -------
Gross profit                                       16.9       16.2      14.0
Selling                                             2.8        3.1       3.3
General and administrative                          1.7        1.9       2.0
Amortization of intangibles                         0.1        0.1       0.1
                                                --------   --------   -------
Operating income                                   12.3       11.1       8.6
Interest (income) expense, net                     (0.3)      (0.1)      0.1
Other financing related costs                      (0.2)       0.1       0.0
                                                --------   --------   -------
Income before income taxes                         12.8       11.1       8.5
Provision for income taxes                          4.9        4.4       3.4
                                                --------   --------   -------
Net income                                          7.9        6.7       5.1
                                                ========   ========   =======
</TABLE>


Year Ended December 31, 1999 Compared to Year Ended December 31, 1998

         Net sales in 1999  increased  by $59.1  million to $419.4  million,  or
16.4%, from $360.3 million in 1998. NRV's sales of Class A motorhomes  increased
236 units,  or 7.6%, in 1999 to 3,333 units compared to 3,097 units in 1998, and
the  average  sales  price   increased   5.5%   reflecting   strong  demand  for
higher-priced  motorhomes with slide-out rooms and more diesel-pusher  motorhome
sales. Sales of fifth-wheel travel trailers increased 21 units, or 5.1%, in 1999
to 431 units compared to 410 units in 1998. CCI's unit sales increased 63 units,
or 11.4%, in 1999 to 618 units compared to 555 units in 1998.

     Cost of goods sold in 1999 increased by $46.5 million to $348.6 million, or
15.4%, from $302.1 million in 1998 resulting primarily from increased net sales.
Gross profit margin was 16.9% in 1999 compared to 16.2% in 1998.

         Selling expenses in 1999 increased by $0.3 million to $11.4 million, or
2.5%,  from $11.1 million in 1998 primarily due to the increase in net sales. As
a percentage of net sales,  selling expenses decreased to 2.8% in 1999 from 3.1%
in 1998.

                                       17
<PAGE>
         General and  administrative  expenses in 1999 increased by $0.6 million
to $7.2  million,  or 9.5%,  from $6.6 million in 1998.  As a percentage  of net
sales,  general and administrative  expenses decreased to 1.7% in 1999 from 1.9%
in 1998.

         Amortization of intangibles was $0.4 million in 1999 and 1998.

         As a result of the  foregoing,  operating  income in 1999  increased by
$11.7  million,  or 29.2%,  to $51.8  million from $40.1  million in 1998.  As a
percentage of net sales,  operating income increased to 12.3% in 1999 from 11.1%
in 1998.

         Other income,  which includes net interest  income and other  financing
related  costs,  increased  by $1.7  million  to $1.8  million in 1999 from $0.1
million in 1998.  The change was  primarily  due to a $1.0  million  increase in
interest income resulting from increased cash balances.

         Provision for income taxes in 1999 and 1998 was $20.6 million and $16.0
million,  respectively,  representing a $4.6 million increase. The effective tax
rate in 1999 was 38.5%  compared  to 39.9% in 1998.  The  decrease  was due to a
reduction in state income taxes resulting from state tax planning.

     Net income  increased $8.8 million,  or 36.7%,  to $33.0 million from $24.1
million in 1998. As a percentage of net sales, net income increased to 7.9% from
6.7% in 1998.


Year Ended December 31, 1998 Compared to Year Ended December 31, 1997

         Net sales in 1998  increased  by $74.4  million to $360.3  million,  or
26.0%,  from 1997.  NRV's sales of Class A motorhomes  increased  558 units,  or
22.0% in 1998 to 3,097 units  compared  to 2,539 units in 1997,  and the average
sales price increased 5.3% reflecting strong demand for higher-priced motorhomes
with slide-out rooms.  Sales of fifth-wheel travel trailers increased 152 units,
or 58.9% in 1998 to 410  units  compared  to 258 units in 1997.  CCI's  sales of
Class A motorhomes and bus  conversions  increased 55 units, or 11.0% in 1998 to
555 units compared to 500 units in 1997.

         Cost of  goods  sold in 1998  increased  by  $56.3  million  to  $302.1
million,  or 22.9% from 1997 resulting primarily from increased net sales. Gross
profit margin was 16.2% in 1998 compared to 14.0% in 1997. The increase resulted
primarily from  manufacturing  efficiencies  realized from operating at a higher
production level.

         Selling expenses in 1998 increased by $1.6 million to $11.2 million, or
17.2% from 1997  primarily due to the increase in net sales.  As a percentage of
net sales, selling expenses decreased to 3.1% in 1998 from 3.3% in 1997.

         General and  administrative  expenses in 1998 increased by $0.9 million
to  $6.6  million,  or  16.6%.  As  a  percentage  of  net  sales,  general  and
administrative expenses decreased to 1.9% in 1998 from 2.0% in 1997.

                                       18
<PAGE>
         Amortization of intangibles was $0.4 million in 1998 and 1997.

         As a result of the  foregoing,  operating  income in 1998  increased by
$15.5  million,  or 62.9%,  to $40.0  million.  As a  percentage  of net  sales,
operating income increased to 11.1% in 1998 from 8.6% in 1997.

         Other expense  (income),  which includes net interest expense and other
financing related costs, decreased by $402,000 to $67,000 of income in 1998 from
$335,000 of expense in 1997. The change was primarily due to a $321,000 increase
in interest income resulting from increased cash balances.

         Provision  for income taxes in 1998 and 1997 was $16.0 million and $9.8
million,  respectively,  representing a $6.2 million increase. The effective tax
rate in 1998 was 39.9% compared to 40.2% in 1997.

     As a result of the foregoing,  net income increased $9.6 million, or 66.2%,
to $24.1 million from $14.5  million in 1997. As a percentage of net sales,  net
income increased to 6.7% from 5.1% in 1997.

Liquidity and Capital Resources

         During 1999, the Company financed its operations  primarily through its
existing cash and income from operations.  At December 31, 1999, the Company had
working capital of $91.9 million compared to $63.5 million at December 31, 1998.
This increase of $28.4  million was primarily due to a $9.9 million  increase in
cash, $1.8 million increase in accounts receivable, and a $21.4 million increase
in inventory,  partially  offset by a $2.4 million  increase in accounts payable
and a $4.6  million  increase  in  accrued  expenses.  The  increase  in accrued
expenses was due primarily to a $1.9 million  increase in warranty reserve and a
$0.9 million  increase in workers'  compensation  reserve.  Net cash provided by
operating activities was $18.3 million for the year ended December 31, 1999.

         During the year ended  December  31,  1999,  net cash used in investing
activities was $8.6 million and includes $11.3 million of capital  expenditures,
related  primarily to $3.0 million in land  acquisitions for planned  expansion,
and $4.5 million of equipment purchases. The capital expenditures were partially
offset by $3.0 million received in respect of its limited  partnership  interest
in Dune Jet Services as a result of the liquidation of the partnership.

         During the twelve months ended  December 31, 1999, net cash provided by
financing  activities  was $0.1  million due mainly to $1.9  million in proceeds
from the exercise of Company  stock options and warrants  partially  offset by a
$1.8 million reduction in long-term debt.

         As of December 31, 1999, the Company had short-term debt of $20,000 and
long-term debt of $84,000.

         The Company has a revolving credit facility of $40 million with Bank of
America National Trust and Savings Association. The revolving credit facility is
available  for  general   corporate  and  working   capital  needs  and  capital

                                       19
<PAGE>
expenditures.  A separate term facility of $20 million exists for  acquisitions.
Amounts  borrowed under the term facility reduce the amount  available under the
revolving  credit facility.  Amounts  borrowed under the credit  facilities bear
interest  at  the  bank's  reference  rate  or at a  LIBOR-based  rate  plus  an
applicable  amount.  The facilities  contain,  among other  provisions,  certain
financial covenants,  including net worth and debt ratios. At December 31, 1999,
no amounts were outstanding under these revolving credit facilities.

         The Company  believes  that the  combination  of  internally  generated
funds, existing capital and funds available from its existing credit facilities,
will be  sufficient  to meet  the  Company's  planned  capital  and  operational
requirements for at least the next 24 months.

         In  January  2000,  the  Company's  board  of  directors  approved  and
implemented  a plan to  repurchase  up to one  million  shares of the  Company's
common stock,  to be acquired  from time to time at current  market or privately
negotiated prices.

Effects of Inflation

         Management does not believe that inflation has had a significant impact
on the Company's results of operations for the periods presented.

Year 2000 Date Conversion

         The Company  has  completed  its year 2000  compliance  assessment  and
implemented  corrective solutions for its critical systems. Total costs incurred
by the  Company  with  respect to this  project  were  immaterial.  The  Company
experienced no measurable impact from the Y2K changeover.

Forward Looking Statements

         Statements  contained in this Form 10-K that are not  historical  facts
are  forward-looking  statements  within the meaning of the  Private  Securities
Litigation  Reform Act of 1995.  Investors  are cautioned  that  forward-looking
statements are inherently  uncertain.  Actual performance and results may differ
materially  from that  projected  or suggested  herein due to certain  risks and
uncertainties  including,   without  limitation,  the  cyclical  nature  of  the
recreational  vehicle  industry;  seasonality and potential  fluctuations in the
Company's operating results; the Company's dependence on chassis suppliers;  the
integration by the Company of acquired  businesses and the management of growth;
potential  liabilities  under  repurchase  agreements;  competition;  government
regulation;  product  liability;  dependence on key personnel and  dependence on
certain dealers and  concentration of dealers in certain regions.  Certain risks
and uncertainties that could cause actual results to differ materially from that
projected or suggested are set forth below.  Additional  information  concerning
risks and  uncertainties  may be  identified  from time to time in the Company's
filings with the  Securities  and Exchange  Commission  (SEC) and the  Company's
public  announcements,  copies of which are  available  from the SEC or from the
Company upon request.

                                       20
<PAGE>
Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

         The Company has no significant financial  instruments.  The Company has
not entered into any derivative financial instruments. The Company does not have
any significant  foreign currency exposure because it does not transact business
in foreign currencies.

Item 8.  Financial Statements and Supplementary Data

         The  information  required by this item is contained  in the  financial
statements  listed in Item  14(a)  under  the  caption  "Consolidated  Financial
Statements" and commencing on page F-1 of this Report.

Item 9.  Changes in and Disagreements With Accountants on Accounting and
         Financial Disclosure.

         Not applicable























                                       21

<PAGE>


                  PART III

Item 10.  Directors and Officers of the Registrant.

         The  information  required  for  this  Item  will be set  forth  in the
Company's definitive Proxy Statement for its 2000 Annual Meeting of Stockholders
to be filed with the Securities and Exchange  Commission not later than 120 days
after December 31, 1999, which information is incorporated herein by reference.

Item 11.  Executive Compensation

         The  information  required  for  this  Item  will be set  forth  in the
Company's definitive Proxy Statement for its 2000 Annual Meeting of Stockholders
to be filed with the Securities and Exchange  Commission not later than 120 days
after December 31, 1999, which information is incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

         The  information  required  for  this  Item  will be set  forth  in the
Company's definitive Proxy Statement for its 2000 Annual Meeting of Stockholders
to be filed with the Securities and Exchange  Commission not later than 120 days
after December 31, 1999, which information is incorporated herein by reference.

Item 13.  Certain Relationships and Related Party Transactions.

         The  information  required  for  this  Item  will be set  forth  in the
Company's definitive Proxy Statement for its 2000 Annual Meeting of Stockholders
to be filed with the Securities and Exchange  Commission not later than 120 days
after December 31, 1999, which information is incorporated herein by reference.



















                                       22
<PAGE>


                                     PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

         (a)      List of Documents filed as part of this Report

             1.   Financial Statements:

                  Report of Independent Accountants

                  Consolidated Balance Sheets at December 31, 1999 and 1998

                  Consolidated Statements of Income for the years ended December
                       31, 1999, 1998, and 1997

                  Consolidated Statements of Cash Flows for the years ended
                       December 31, 1999, 1998, and 1997

                  Consolidated Statements of Stockholders' Equity for the years
                       ended December 31, 1999, 1998, and 1997

                  Notes to Consolidated Financial Statements

             2.   Financial Statement Schedules

                  Schedule VIII - Valuation and Qualifying Accounts

             3.        Exhibits

         (b)      Reports on Form 8-K:

                           None

Designation
of Exhibit                    Description of Exhibit
----------     ----------------------------------------------------
 3.1     The Company's Restated Certificate of Incorporation. (2)
 3.2     The Company's By-laws. (2)
 4.1     Specimen-Certificate of Common Stock. (1)
10.1     National R.V. Holdings, Inc. 1993 Stock Option Plan. (1)
10.2     National R.V. Holdings, Inc. 1993 Option Plan. (2)
10.3     1995 Stock Option Plan. (3)
10.4     Rights Plan Agreement with Continental Stock Transfer & Trust Company.
            (4)
10.5     1996 Stock Option Plan. (5)
10.6     1997 Stock Option Plan (6)
10.7     1999 Stock Option Plan
10.8     Employment Agreement dated as of August 6, 1999 between the Company and
             Bradley C. Albrechtsen.

                                       23
<PAGE>
10.9     Employment Agreement dated as of January 31, 2000 between the Company
             and Wayne M. Mertes.
10.10    Employment Agreement dated as of January 31, 2000 between the Company
             and Robert B. Lee.
21.1     List of Subsidiaries. (6)
23.1     Consent of PricewaterhouseCoopers LLP
99.1     Risk Factors
---------------------------------
(1)      Previously filed as an exhibit to the Company's  Registration Statement
         on Form S-1 filed on August 16, 1993 (File No.  33-67414) as amended by
         Amendment No. 1 thereto filed on September 22, 1993 and Amendment No. 2
         thereto filed on September 29, 1993.
(2)      Previously  filed as an exhibit to the  Company's  Registration
         Statement  on Form S-1 filed on  December  15, 1993 (File No.33-72954).
(3)      Previously  filed as an exhibit to the  Company's  Form 10-K for the
         seven months  ended  December 31, 1995 filed on March 27, 1996.
(4)      Incorporated  by reference  from Form 8-A declared  effective on August
         26, 1996.
(5)      Incorporated  by reference from the Company's Form 10-K for the year
         ended December 31, 1996. (6)  Incorporated  by reference from the
         Company's Form 10-K for the year ended December 31, 1997.




















                                       24
<PAGE>


SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                          NATIONAL R.V. HOLDINGS, INC.

Dated: March 27, 2000                       By  /s/ Wayne M. Mertes
                                              --------------------------------
                                                     Wayne M. Mertes,
                                                     President and
                                                     Chief Executive Officer

                  Pursuant to the requirements of the Securities Exchange Act of
1934,  this report has been signed below by the  following  persons on behalf of
the registrant and in the capacities and on the dates indicated.

Signature                        Capacity in Which Signed            Date
---------------                  ----------------------------     -----------
/s/ Gary N. Siegler              Chairman of the Board           March 27, 2000
--------------------------
    Gary N. Siegler

/s/ Wayne M. Mertes              Chief Executive Officer         March 27, 2000
--------------------------        and Director (Principal
    Wayne M. Mertes               Executive Officer)


/s/ Robert B. Lee                Director                        March 27, 2000
--------------------------
    Robert B. Lee

/s/ Bradley C. Albrechtsen       Chief Financial Officer         March 27, 2000
--------------------------        (PrincipalAccounting and
    Bradley C. Albrechtsen        Financial Officer)

/s/ Stephen M. Davis             Director and Secretary          March 27, 2000
-------------------------
    Stephen M. Davis

/s/ Neil H. Koffler              Director                        March 27, 2000
--------------------------
    Neil H. Koffler

/s/ Doy B. Henley                Director                        March 27, 2000
--------------------------
    Doy B. Henley

/s/ Greg McCaffery               Director                        March 27, 2000
--------------------------
    Greg McCaffery





                                       25

<PAGE>







                        REPORT OF INDEPENDENT ACCOUNTANTS




To the Board of Directors
and Shareholders of
National R.V. Holdings, Inc.

In our opinion, the accompanying consolidated financial statements listed in the
index appearing  under Item 14(a)(1) on page 23 present fairly,  in all material
respects,  the  financial  position  of National  R.V.  Holdings,  Inc.  and its
subsidiaries at December 31, 1999 and 1998, and the results of their  operations
and their cash flows for each of the three  years in the period  ended  December
31, 1999, in conformity with  accounting  principles  generally  accepted in the
United States. In addition,  in our opinion,  the financial  statement  schedule
listed in the index appearing under Item 14(a)(2) on page 23 presents fairly, in
all  material  respects,   the  information  set  forth  therein  when  read  in
conjunction with the related consolidated financial statements.  These financial
statements  and  financial  statement  schedule  are the  responsibility  of the
Company's  management;  our  responsibility  is to  express  an opinion on these
financial  statements and financial  statement  schedule based on our audits. We
conducted our audits of these  statements in accordance with auditing  standards
generally accepted in the United States,  which require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence  supporting the amounts and  disclosures  in the financial  statements,
assessing the  accounting  principles  used and  significant  estimates  made by
management,  and evaluating the overall  financial  statement  presentation.  We
believe  that our audits  provide a reasonable  basis for the opinion  expressed
above.



/s/ PricewaterhouseCoopers
---------------------------

Los Angeles, CA
February 11, 2000











                                      F-1
<PAGE>
<TABLE>
<CAPTION>
                          NATIONAL R.V. HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEET

                                                           December 31,
                                                 -------------------------------
<S>                                              <C>               <C>
                                                      1999             1998
                                                 --------------    -------------
                    ASSETS
Current assets:
     Cash and cash equivalents                      $ 20,301,000    $ 10,446,000
     Receivables, less allowance for doubtful
       accounts ($199,000 and $188,000,
       respectively)                                  22,473,000      20,719,000
     Inventories                                      68,187,000      46,832,000
     Deferred income taxes                             5,610,000       3,883,000
     Prepaid expenses                                  1,439,000         809,000
                                                  --------------   -------------
          Total current assets                       118,010,000      82,689,000
Goodwill - net                                         6,952,000       7,365,000
Property, plant and equipment, net                    33,167,000      24,341,000
Other                                                  1,085,000       3,344,000
                                                  --------------   -------------
                                                    $159,214,000    $117,739,000
                                                  ==============   =============

       LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Current portion of long-term debt                $   20,000     $   166,000
     Accounts payable                                 11,166,000       8,771,000
     Accrued expenses                                 14,908,000      10,272,000
                                                  --------------   -------------
       Total current liabilities                      26,094,000      19,209,000
Deferred income taxes                                  2,470,000       2,341,000
Long-term debt                                            84,000       1,700,000
Commitments and contingencies
Stockholders' equity:
     Preferred Stock, $.01 par value, 5,000
       shares authorized, 4,000 issued and
       outstanding                                             -               -
     Common Stock, $.01 par value, 25,000,000
       shares authorized, 10,588,886 and
       10,322,837 issued and outstanding,
       respectively                                      106,000         103,000
     Additional paid-in capital                       47,768,000      44,645,000
     Retained earnings                                82,692,000      49,741,000
                                                  --------------   -------------
       Total stockholders' equity                    130,566,000      94,489,000
                                                  --------------   -------------
                                                   $159,214,000     $117,739,000
                                                  ==============   =============
</TABLE>






                 See Notes to Consolidated Financial Statements

                                      F-2
<PAGE>


<TABLE>
<CAPTION>
                          NATIONAL R.V. HOLDINGS, INC.
                        CONSOLIDATED STATEMENT OF INCOME


                                            Year Ended December 31,
                                ------------------------------------------------
<S>                             <C>              <C>              <C>
                                     1999             1998             1997
                                --------------   --------------   --------------

Net sales                         $419,421,000     $360,326,000     $285,951,000
Cost of goods sold                 348,592,000      302,098,000      245,763,000
                                --------------   --------------   --------------
     Gross profit                   70,829,000       58,228,000       40,188,000
                                --------------   --------------   --------------
Selling expenses                    11,437,000       11,154,000        9,518,000
General and administrative
  expenses                           7,214,000        6,586,000        5,649,000
Amortization of intangibles            413,000          413,000          413,000
                                --------------   --------------   --------------
     Total operating expenses       19,064,000       18,153,000       15,580,000
                                --------------   --------------   --------------
     Operating income               51,765,000       40,075,000       24,608,000
Other expenses (income):
     Interest income                (1,408,000)        (434,000)        (113,000)
     Interest expense                   29,000          154,000          335,000
     Other                            (432,000)         213,000          113,000
                                --------------   --------------   --------------
       Total other expenses
          (income)                  (1,811,000)         (67,000)         335,000
                                --------------   --------------   --------------
     Income before income taxes     53,576,000       40,142,000       24,273,000
Provision for income taxes          20,625,000       16,033,000        9,767,000
                                --------------   --------------   --------------
     Net income                    $32,951,000      $24,109,000      $14,506,000
                                ==============   ==============   ==============


Earnings per common share:
     Basic                           $    3.16        $    2.35        $    1.55
     Diluted                         $    2.95        $    2.11        $    1.40

Weighted average number of shares:
     Basic                          10,429,658       10,263,157        9,364,574
     Diluted                        11,178,330       11,423,471       10,389,640

</TABLE>









                 See Notes to Consolidated Financial Statements

                                      F-3
<PAGE>

<TABLE>
<CAPTION>

                          NATIONAL R.V. HOLDINGS, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS


                                                            Year Ended December 31,
                                                     -----------------------------------------
<S>                                                  <C>           <C>            <C>
                                                         1999          1998           1997
                                                     ------------  ------------   ------------
Cash flows from operating activities:
  Net income                                          $32,951,000   $24,109,000    $14,506,000
      Adjustments to reconcile net income to
         net cash provided by operating activities:
      Depreciation                                      2,463,000     1,880,000      1,322,000
      Amortization of intangibles                         413,000       413,000        413,000
      Gain on asset disposals                            (463,000)
      Tax benefit related to exercise of stock
        options                                         1,263,000     6,021,000              -
      Changes in assets and liabilities:
         Increase in receivables                       (1,754,000)   (9,331,000)    (5,866,000)
         Increase in inventories                      (21,355,000)   (9,289,000)    (3,528,000)
         (Increase) decrease in prepaid expenses         (630,000)      566,000       (143,000)
         Increase (decrease) in accounts payable        2,395,000      (235,000)     1,270,000
         Increase in accrued expenses                   4,636,000     2,514,000      4,020,000
         Decrease in deferred income taxes             (1,598,000)   (1,026,000)      (959,000)
                                                     ------------  ------------   ------------
      Net cash provided by operating activities        18,321,000    15,622,000     11,035,000

Cash flows from investing activities:
  Return of investment in Dune Jet Services, LLP        2,985,000             -              -
  Increase in other assets                               (292,000)     (324,000)    (2,885,000)
  Capital expenditures                                (11,260,000)   (6,404,000)    (5,597,000)
                                                     ------------  ------------   ------------
      Net cash used in investing activities            (8,567,000)   (6,728,000)    (8,482,000)

Cash flows from financing activities:
  Decrease in line of credit                                    -             -     (1,400,000)
  Net proceeds from restricted funds                            -             -      1,210,000
  Principal payments on long-term debt                 (1,762,000)   (5,391,000)      (560,000)
  Proceeds from issuance of common stock                1,863,000     3,401,000      1,140,000
  Purchase of treasury stock                                    -             -       (220,000)
                                                     ------------  ------------   ------------
      Net cash provided by (used in) financing
         activities                                       101,000    (1,990,000)       170,000
                                                     ------------  ------------   ------------
  Net increase in cash                                  9,855,000     6,904,000      2,723,000
  Cash, beginning of year                              10,446,000     3,542,000        819,000
                                                     ------------  ------------   ------------
  Cash, end of year                                   $20,301,000   $10,446,000    $ 3,542,000
                                                     ============  ============   ============
</TABLE>







                 See Notes to Consolidated Financial Statements

                                      F-4
<PAGE>

<TABLE>
<CAPTION>
                                           NATIONAL R.V. HOLDINGS, INC.
                                  CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY


<S>                   <C>       <C>           <C>           <C>             <C>             <C>        <C>          <C>
                                     Common Stock                                              Treasury Stock
                      Preferred -------------------------      Paid-In        Retained      ---------------------
                        Stock       Shares      Amount         Capital        Earnings       Shares       Amount         Total
                      --------  ------------  -----------   --------------  --------------  ---------  -----------  ----------------
                          $ -     9,290,328      $62,000      $34,344,000     $11,126,000          -          $ -      $ 45,532,000
Common stock issued
     under option plan               54,681            -          183,000                                                   183,000
Common stock issued
     upon exercise of
     warrants                       122,025        1,000          736,000                      12,400     220,000           957,000
Purchase of treasury
     stock                                                                                    (12,400)   (220,000)         (220,000)
Net income                                                                     14,506,000                                14,506,000
                      --------  ------------  -----------   --------------  --------------  ---------  ----------   ----------------
                          $ -     9,467,034      $63,000      $35,263,000     $25,632,000           -        $ -       $ 60,958,000
Stock split - 3-for-2                             31,000          (31,000)                                                        -
Common stock issued
     under option plan              797,517        8,000        3,158,000                                                 3,166,000
Common stock issued
     upon exercise of
     warrants                        58,286        1,000          234,000                                                   235,000
Tax benefit related to
     exercise of stock
     options                                                    6,021,000                                                 6,021,000
Net income                                                                     24,109,000                                24,109,000
                      --------  ------------  -----------   --------------  --------------  ----------  ---------   ----------------
                           $ -   10,322,837     $103,000      $44,645,000     $49,741,000           -        $ -       $ 94,489,000
Common stock issued
     under option plan              265,754        3,000        1,857,000                                                 1,860,000
Common stock issued
     upon exercise of
     warrants                           295            -            3,000                                                     3,000
Tax benefit related to
     exercise of stock
     options                                                     1,263,000                                                1,263,000
Net income                                                                     32,951,000                                32,951,000
                      --------- ------------  -----------   --------------  --------------  ----------  ---------   ----------------
                           $ -   10,588,886     $106,000      $47,768,000     $82,692,000           -        $ -       $130,566,000
                      ========= ============  ===========   ==============  ==============  ==========  =========   ================
</TABLE>





                 See Notes to Consolidated Financial Statements

                                       F-5
<PAGE>


                          NATIONAL R.V. HOLDINGS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   Summary of Significant Accounting Policies

     National  R.V.  Holdings,  Inc.  (the  Company)  manufactures  recreational
vehicles  ("RVs")  through its  wholly-owned  subsidiaries,  National R.V., Inc.
(NRV) and Country  Coach,  Inc.  (CCI).  The RVs are  marketed  primarily in the
United States by NRV under the  Caribbean,  Dolphin,  Islander,  Palisades,  Sea
Breeze,  Sea View,  Surf Side,  Tradewinds and Tropi-Cal  brand names and by CCI
under brand names including Affinity, Allure, Intrigue and Magna.

     The  preparation  of financial  statements  in accordance  with  accounting
principles  generally accepted in the United States requires  management to make
estimates and  assumptions  that affect the reported  amounts and disclosures in
the financial  statements.  Actual  results  could differ from those  estimates.
Management believes that the estimates included in the financial  statements are
reasonable  based on the  facts and  circumstances  known to them at the time of
preparation.

CONSOLIDATION

     The consolidated  financial  statements of the Company include the accounts
of National R.V  Holdings,  Inc.,  NRV, and CCI.  All  significant  intercompany
transactions have been eliminated in consolidation.

CASH AND CASH EQUIVALENTS

     Cash  and  cash  equivalents  include  deposits  in  banks  and  short-term
investments with original maturities of three months or less.



INVENTORIES

     Inventories are stated at the lower of cost or market,  with cost generally
determined by the first-in, first-out (FIFO) method.

PROPERTY, PLANT AND EQUIPMENT

     Property,  plant  and  equipment  are  stated  at  cost,  less  accumulated
depreciation.  Depreciation is computed using the straight-line  method over the
estimated  useful lives of the assets  ranging from 31 to 39 years for buildings
and 5 to 7 years for machinery and equipment.

                                      F-6
<PAGE>
REVENUE RECOGNITION

     Sales are recorded by the Company when products are shipped to the dealer.

AMORTIZATION OF INTANGIBLE ASSETS

     Goodwill  related to the  acquisition of CCI during 1996 is being amortized
on the straight-line basis over a twenty-year period.

RESEARCH AND DEVELOPMENT EXPENSES

     Research and development expenses are charged to operations as incurred and
are  included in cost of goods sold.  Research  and  development  expenses  were
$4,087,000,  $3,050,000  and  $2,711,000  for the years ended December 31, 1999,
1998 and 1997, respectively.

INCOME TAXES

     The  Company  provides  for  income  taxes  using  an asset  and  liability
approach.  Under this method  deferred tax assets and  liabilities  are computed
using statutory  rates for the expected  future tax  consequences of events that
have been recognized in the Company's financial statements or tax returns.

SEGMENTS

     The  Company  operates  in  one  reportable  segment:   the  manufacturing,
wholesale  distribution,  and service of recreational vehicles. The Company does
not have operations outside the United States.

INCOME PER SHARE

     Basic  earnings  per share is based  upon the  weighted  average  number of
common shares outstanding  during a period.  Diluted earnings per share is based
upon the weighted average number of common shares plus the incremental  dilutive
effect of the securities convertible to Common Stock.

     The difference in the shares used to determine  basic and diluted EPS is as
follows:

<TABLE>
<CAPTION>
                                                  Year Ended December 31,
                                           ------------------------------------
<S>                                        <C>          <C>          <C>
                                              1999         1998         1997
                                           ----------   ----------   ----------
     Shares used for basic ..............  10,429,658   10,263,157    9,364,574
     Dilutive effect of:
       Stock options ....................     743,602    1,151,889      997,859
       Warrants .........................       5,070        8,425       27,207
                                           ----------   ----------   ----------
     Shares used for diluted ............  11,178,330   11,423,471   10,389,640
                                           ==========   ==========   ==========
</TABLE>

                                      F-7
<PAGE>
2.   Inventories

     Inventories consist of the following:

<TABLE>
<CAPTION>
                                                      December 31,
                                                  1999             1998
                                              ------------     ------------
<S>                                           <C>              <C>
     Finished goods .......................   $ 12,315,000     $ 11,112,000
     Work-in-process ......................     18,274,000       13,815,000
     Raw materials ........................     14,027,000       12,477,000
     Chassis ..............................     23,571,000        9,428,000
                                              ------------     ------------
                                              $ 68,187,000     $ 46,832,000
                                              ============     ============
     </TABLE>


3.   Property, Plant and Equipment

     Major classes of property, plant and equipment consist of the following:

<TABLE>
<CAPTION>
                                                     December 31,
                                                  1999            1998
                                              ------------    ------------
<S>                                           <C>             <C>
     Land .................................   $  6,360,000    $  3,442,000
     Buildings ............................     17,441,000      15,289,000
     Machinery and equipment ..............     13,558,000       9,073,000
     Office equipment .....................      4,889,000       4,241,000
                                              ------------    ------------
                                                42,248,000      32,045,000
     Less accumulated depreciation ........     (9,081,000)     (7,704,000)
                                              ------------    ------------
       Property, plant and equipment, net .   $ 33,167,000    $ 24,341,000
                                              ============    ============
</TABLE>



4.   Accrued Expenses

     Accrued expenses consist of the following:
<TABLE>
<CAPTION>
                                                     December 31,
                                                  1999            1998
                                              ------------    ------------
<S>                                           <C>             <C>
     Workers' compensation self-insurance
        reserve ...........................   $  2,428,000    $  1,494,000
     Motorhome warranty reserve ...........      7,754,000       5,824,000
     Payroll and other accrued expenses ...      3,837,000       2,954,000
     Income taxes .........................        889,000               -
                                              ------------    ------------
                                              $ 14,908,000    $ 10,272,000
                                              ============    ============
</TABLE>



                                      F-8
<PAGE>

5.   Debt and Credit Agreements

     Debt consists of the following:

<TABLE>
<CAPTION>
                                                     December 31,
                                                  1999            1998
                                              ------------    ------------
<S>                                           <C>             <C>
     Industrial revenue bonds, 4.6%,
       paid in full in 1999 ................  $          -     $ 1,742,000
     Note Payable - City of Junction City,
       3%, paid monthly through October 2004       104,000         124,000
                                               -----------    ------------
                                                  104,000        1,866,000
     Less payments due within one year .....       20,000          166,000
                                               ----------     ------------
                                               $   84,000     $  1,700,000
                                               ==========     ============
</TABLE>

     The  Company has a revolving  credit  facility of $40 million  with Bank of
America National Trust and Savings Association. The revolving credit facility is
available  for  general   corporate  and  working   capital  needs  and  capital
expenditures.  A separate term facility of $20 million exists for  acquisitions.
Amounts  borrowed under the term facility reduce the amount  available under the
revolving credit facility.  Amounts borrowed under the revolving credit facility
and the term facility bear interest,  at the Company's  election,  at the bank's
reference rate or at a LIBOR-based  rate plus an applicable  amount.  The credit
facilities  contain,  among  other  provisions,   certain  financial  covenants,
including  net worth and debt  ratios.  At December  31,  1999,  no amounts were
outstanding under these  facilities.  Unless otherwise  extended,  the Company's
credit facilities with Bank of America expire on April 1, 2001.

     Debt  maturities  over the next five years are $20,000 in 2000,  $21,000 in
2001, $22,000 in 2002, $22,000 in 2003 and $19,000 in 2004 and thereafter.


6.   Income Taxes

     The components of the provision for income taxes were as follows:

<TABLE>
<CAPTION>
                                                   December 31,
                                   --------------------------------------------
                                       1999            1998             1997
                                   ------------    ------------    ------------
<S>                                <C>             <C>             <C>
     Currently Payable:
          Federal ..............   $ 18,942,000    $ 13,837,000    $  8,765,000
          State ................      3,281,000       3,173,000       1,954,000
                                   ------------    ------------    ------------
                                     22,223,000      17,010,000      10,719,000
     Deferred:
          Federal ..............     (1,456,000)       (750,000)       (796,000)
          State ................       (142,000)       (227,000)       (156,000)
                                   ------------    ------------    ------------
                                     (1,598,000)       (977,000)       (952,000)
                                   ------------    ------------    ------------
     Total provision for income
        taxes ..................   $ 20,625,000    $ 16,033,000    $  9,767,000
                                   ============    ============    ============
</TABLE>



                                      F-9
<PAGE>
     Deferred  income  taxes are  recorded  based upon  differences  between the
financial  statement  and  tax  basis  of  assets  and  liabilities.   Temporary
differences  which give rise to deferred  income tax assets and  liabilities  at
December 31, 1999 and 1998 were as follows:

<TABLE>
<CAPTION>
                                                     December 31,
                                                  1999            1998
                                              ------------    ------------
<S>                                           <C>             <C>
     Accrued expenses ...................     $  4,390,000    $  3,293,000
     State income taxes .................        1,220,000         590,000
                                              ------------    ------------
          Deferred income tax assets ....     $  5,610,000    $  3,883,000
                                              ============    ============

     Fixed assets .......................     $  1,922,000    $  1,767,000
     Other ..............................          548,000         574,000
                                              ------------    ------------
          Deferred income tax liabilities     $  2,470,000    $  2,341,000
                                              ============    ============
</TABLE>

     A  reconciliation  of the  statutory  U.S.  federal  income tax rate to the
Company's effective income tax rate is as follows:

<TABLE>
<CAPTION>
                                                   December 31,
                                   --------------------------------------------
                                       1999            1998             1997
                                   ------------    ------------    ------------
<S>                                <C>             <C>             <C>
     Statutory rate ..............     35.0 %          35.0 %          34.0 %
     State taxes, net of federal
          benefit ................      3.8             4.7             4.8
     Amortiztion of intangibles
          not deductible for
          income tax purposes ....      0.7              1.0            1.7
     Other .......................     (1.0)            (0.8)          (0.3)
                                   ------------    ------------    ------------
                                       38.5 %           39.9 %         40.2 %
                                   ============    =============   ============
</TABLE>

     Cash paid for income taxes was $20,116,000,  $16,114,000 and $9,439,000 for
the years ended December 31, 1999, 1998 and 1997, respectively.


7.   Recourse on Dealer Financing

     As is  customary in the  industry,  the Company  generally  agrees with its
dealers'  lenders to repurchase any unsold RVs if the dealers  become  insolvent
within  one year of the  purchase  of such RVs.  Although  the total  contingent
liability under these agreements approximates $104,500,000 at December 31, 1999,
as with accounts  receivable,  the risk of loss is spread over numerous  dealers
and lenders and is further  reduced by the resale value of the coaches which the
Company would be required to repurchase. Losses under these agreements have been
negligible in the past and management believes that any future losses under such
agreements  will not have a  significant  effect on the  consolidated  financial
position or results of operations of the Company.



                                      F-10
<PAGE>
8.   Commitments and Contingencies

     The Company is involved in  litigation  arising in the  ordinary  course of
business.  In the opinion of management,  based in part on the advice of outside
counsel,  these matters will not have a material adverse effect on the Company's
financial position or results of operations.

     The Company has commitments under certain  non-cancelable  operating leases
as follows:

<TABLE>
<S>                                           <C>
     2000 .................................   $ 1,020,000
     2001 .................................        12,000
     2002 .................................         7,000
     2003 .................................         7,000
                                              -----------
                                              $ 1,046,000
                                              ===========
</TABLE>


9.   Stock Options and Warrants

     The Company has six fixed option plans which reserve shares of common stock
for issuance to executives,  key employees and  directors.  The Company has also
issued fixed options  outside of such plans pursuant to individual  stock option
agreements.  Options granted to non-employee  and employee  directors  generally
vested  immediately  upon  grant and  expire  ten years  from the date of grant.
Options granted to employees vest in three equal annual  installments and expire
five years from the date of grant.  The price of the options granted pursuant to
these plans will not be less than 100 percent of the market  value of the shares
on the date of grant. The exercise of certain of these stock options  represents
a tax benefit for the Company which has been  reflected as a reduction of income
taxes  payable  and an  increase  to  additional  paid-in-capital  amounting  to
$1,263,000 and $6,021,000 in 1999 and 1998, respectively.

     No  compensation  cost has been  recognized  for these fixed options in the
financial statements. Had compensation cost for the Company's stock option plans
and individual  option agreements been determined based on the fair value rather
than market value at the grant date for awards under those plans and  agreements
during  1997,  1998 and 1999,  the  Company's  net income and earnings per share
would have been reduced to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                               Year Ended December 31,
                                         1999           1998           1997
                                     ------------   ------------   ------------
<S>                                  <C>            <C>            <C>
     Net income
         As reported .............   $ 32,951,000   $ 24,109,000   $ 14,506,000
         Pro forma ...............     32,309,000     23,439,000     11,719,000

     Basic earnings per share
         As reported .............           3.16           2.35           1.55
         Pro forma ...............           3.10           2.28           1.25

     Diluted earnings per share
          As reported ............           2.95           2.11           1.40
          Pro forma ..............           2.89           2.04           1.13
</TABLE>



                                      F-11
<PAGE>
     The fair value of options  granted  during 1997 and 1999 were  estimated on
the date of grant using  Black-Scholes  option-pricing  model with the following
weighted-average assumptions used for grants:

<TABLE>
<CAPTION>
                                                     Year Ended December 31,
                                                      1999            1997
--------------------------------------------------------------------------------
<S>                                                 <C>             <C>
     Dividend yield ...........................          0 %             0 %
     Expected volatility ......................       44.3 %          51.1 %
     Risk-free interest rate ..................        5.6 %           6.4 %
     Expected lives ...........................      5 years        5-10 years
</TABLE>

     Information  regarding  these option plans and option  agreements for 1999,
1998 and 1997 is as follows:

<TABLE>
<CAPTION>
                                                          Options      Exercise
                                                        Outstanding     Price
                                                        -----------    --------
<S>                                                      <C>           <C>
     Outstanding at December 31, 1996 ...............    1,848,343     $   5.84
        Granted .....................................      900,000        10.08
        Expired or canceled .........................            -            -
        Exercised ...................................      (54,681)        3.12
                                                         ---------      -------
     Outstanding at December 31, 1997 ...............    2,693,662         7.31
        Granted .....................................            -            -
        Expired or canceled .........................            -            -
        Exercised ...................................     (856,205)        5.55
                                                         ---------      -------
     Outstanding at December 31, 1998 ...............    1,837,457         8.16
        Granted .....................................      442,050        24.75
        Expired or canceled .........................       (1,496)        9.33
        Exercised ...................................     (291,249)        8.61
                                                         ---------      -------
     Outstanding at December 31, 1999 ...............    1,986,762      $ 11.85
                                                         =========      =======
</TABLE>

<TABLE>
<CAPTION>
                                                                          Average  Weighted
                                                  Options      Options   Exercise Remaining
     Options Plans/Non-Plan Grants  Authorized  Outstanding  Exercisable   Price Life (Years)
     --------------------------------------------------------------------------------------
<S>                                 <C>          <C>         <C>         <C>         <C>
     1993 Stock Option Plan ......    450,000      200,800     158,750    $ 7.33     3.8
     1993 Option Plan ............    348,750      101,250     101,250      4.61     3.9
     1994 Non-Plan Grants ........    199,688       91,044      91,044      3.33     5.0
     1995 Stock Option Plan ......    225,000      100,383     100,383      3.75     5.4
     1996 Stock Option Plan ......    675,000      433,501     433,501      9.87     5.4
     1997 Stock Option Plan ......    900,000      644,450     555,450     10.08     6.1
     1999 Stock Option Plan ......    400,000      400,000           -     24.93     4.5
     All other non-plan grants ...     93,000       15,334      15,334     10.72     1.9
                                    ---------    ---------   ---------    ------     ---
                                    3,291,438    1,986,762   1,455,712    $11.84     5.2
                                    =========    =========   =========    ======     ===
</TABLE>

                                      F-12
<PAGE>
     The weighted average fair value of options granted during 1999 and 1997 was
$10.04 and $6.01, respectively.

     At December 31, 1999, there were 15,336 warrants outstanding to a financial
advisor at a price of $10.73.  The  warrants  are due to expire on  December  2,
2001.


10.  Related Party Transactions

     Through December 31, 1998, the Company was a party to a financial  advisory
agreement  dated January 23, 1998 (the "Advisory  Agreement")  with 712 Advisory
Services,  Inc., an affiliate (the  "Affiliate") of the Chairman of the Company,
Mr. Gary N. Siegler. Mr. Neil H. Koffler, a director of the Company, was also an
employee of the Affiliate.  The Advisory Agreement terminated effective December
31, 1998.  Pursuant to the Advisory  Agreement,  the Affiliate agreed to provide
advice and consultation  concerning  financial and related  matters,  including,
among  other  things,  with  respect to private  financings,  public  offerings,
acquisitions,  commercial  banking relations and other business  ventures.  Fees
incurred  under  the  Advisory  Agreement  in 1998  and  under a prior  advisory
agreement in 1997  between the Company and the  Affiliate  totaled  $231,000 and
$220,000,  respectively.  In addition, a Chairman's salary and bonus of $235,000
for 1999, $190,000 for 1998, and $205,000 for 1997 in the aggregate were paid to
Mr. Siegler.

     In September  1997,  the Company  acquired,  for $2.75  million,  a limited
partnership interest in Dune Jet Services, L.P. (the "Partnership"),  a Delaware
limited  partnership  formed for the  purposes of  acquiring  and  operating  an
airplane for the partners'  business uses and for  third-party  charter  flights
(the "Aircraft").  The general partner of the Partnership was Dune Jet Services,
Inc. ("DJ Services"),  a Delaware corporation,  the sole stockholder of which is
the Company's Chairman,  Mr. Siegler. DJ Services  contributed $1.55 million for
its general partnership  interest and an additional $3.25 million for a separate
limited  partnership  interest.  During  1999  the  Aircraft  was  sold  and the
Partnership was  liquidated.  The Company  received  $2,985,000 in the aggregate
from the Partnership  representing a return of its capital plus its share of the
gain  on the  sale of the  Aircraft,  after  expenses  of the  Partnership  were
allocated.

     Mr.  Robert B. Lee, a director of the Company  and the  Chairman  and Chief
Executive  Officer of CCI, is a partner in a joint  venture that is a party to a
lease agreement with the Company.  Pursuant to the agreement, The Company leases
from the joint  venture a parcel of  property  constituting  a majority of CCI's
manufacturing  facilities.  During the years ended December 31, 1999,  1998, and
1997,  the  Company  paid  $1.16  million,  $1.14  million,  and $1.11  million,
respectively,  under the lease  agreement.  The lease agreement calls for future
payments totaling  $990,000 through October 31, 2000. In addition,  Mr. Lee is a
partner in another joint venture,  which in 1998 leased to CCI a separate parcel
containing  manufacturing  facilities used by CCI (the "Acquired Property").  On
October 8, 1998,  the Company  purchased  the Acquired  Property  from Mr. Lee's
joint  venture  for  $2,100,000  pursuant to the  exercise of a purchase  option
contained in the lease agreement for such property.

                                      F-13
<PAGE>
     Heller Ehrman White & McAuliffe,  a law firm in which Mr. Stephen M. Davis,
the  Secretary  and a director of the  Company,  is a partner,  performed  legal
services for the Company.  Fees paid the law firm were $127,000,  $124,000,  and
$123,000 during the years ended December 31, 1999, 1998, and 1997, respectively.



11.  Repurchases of Common Stock

     In January 2000, the Company's board of directors  approved and implemented
a plan to repurchase up to one million shares of the Company's  common stock, to
be acquired from time to time at current market or privately negotiated prices.





















                                      F-14
<PAGE>


<TABLE>
<CAPTION>
                                            NATIONAL R.V. HOLDINGS, INC.
                                         VALUATION AND QUALIFYING ACCOUNTS
                                For the years ended December 31, 1999, 1998 and 1997


                                                                           Additions
                                                             Balance at    charged to                  Balance at
                                                             beginning     costs and                     end of
                                                             of period      expenses     Deductions     Period
                                                             -----------   -----------   ----------    -----------
<S>                                                          <C>           <C>           <C>           <C>
Twelve months ended December 31, 1999
      Allowance for doubtful accounts ....................   $   188,000   $    24,689   $    13,689   $   199,000
      Workers' compensation self-insurance reserve .......     1,494,000     3,394,969     2,460,969     2,428,000
      Motorhome warranty reserve .........................     5,824,000    13,325,525    11,395,525     7,754,000
                                                             -----------   -----------   -----------   -----------
                                                             $ 7,506,000   $16,745,183   $13,870,183   $10,381,000

Twelve months ended December 31, 1998
      Allowance for doubtful accounts ....................   $   180,000   $    19,664   $    11,664   $   188,000
      Workers' compensation self-insurance reserve .......       402,000     3,608,907     2,516,907     1,494,000
      Motorhome warranty reserve .........................     4,036,000    10,018,529     8,230,529     5,824,000
                                                             -----------   -----------   -----------   -----------
                                                             $ 4,618,000   $13,647,100   $10,759,100   $ 7,506,000

Twelve months ended December 31, 1997
      Allowance for doubtful accounts ....................   $   177,000   $    12,842   $     9,842   $   180,000
      Workers' compensation self-insurance reserve .......       347,000     1,087,921     1,032,921       402,000
      Motorhome warranty reserve .........................     1,840,000     8,004,383     5,808,383     4,036,000
                                                             -----------   -----------   -----------   -----------
                                                             $ 2,364,000   $ 9,105,146   $ 6,851,146   $ 4,618,000
</TABLE>























                                                              F-15
<PAGE>
                                                                    Exhibit 10.7


                          NATIONAL R.V. HOLDINGS, INC.
                             1999 STOCK OPTION PLAN

1. Purpose.  The purpose of this Plan is to strengthen  National R.V.  Holdings,
Inc. by  providing an incentive to its  employees,  consultants  and  directors,
encouraging them to devote their abilities to the success of the Company.  It is
intended  that this purpose be achieved by extending to  employees,  consultants
and directors of the Company or any subsidiary an added long-term  incentive for
high levels of performance and exceptional  efforts through the grant of options
to  purchase  shares of the  Company's  common  stock under this  National  R.V.
Holdings, Inc. 1999 Stock Option Plan.

2. Definitions.  For purposes of the Plan:

         2.1. "Agreement" means the written agreement between the Company and an
Optionee  evidencing  the grant of an  Option  and  setting  forth the terms and
conditions thereof.

         2.2.     "Board" means the Board of Directors of the Company.

         2.3. "Cause" means with respect to an Eligible  Employee,  including an
Eligible  Employee  who  is  a  director  of  the  Company,  (i)  the  voluntary
termination of employment by such Eligible Employee, (ii) intentional failure to
perform, or habitual neglect of, reasonably assigned duties, (iii) dishonesty or
willful  misconduct  in  the  performance  of  an  Optionee's  duties,  (iv)  an
Optionee's  engaging in a transaction in connection with the performance of such
Optionee's  duties  to the  Company  or any of its  Subsidiaries  thereof  which
transaction  is  adverse  to  the  interests  of  the  Company  or  any  of  its
Subsidiaries  and which is engaged in for personal  profit to the Optionee,  (v)
willful  violation  of any  law,  rule or  regulation  in  connection  with  the
performance  of an  Optionee's  duties,  (vi)  willful  violation  of any policy
adopted by the Company  relating to the  performance or behavior of employees or
(vii) acts of carelessness or misconduct  which have in the reasonable  judgment
of the Company's Board of Directors, an adverse effect on the Company.

         2.4. "Change in Capitalization"  means any increase or reduction in the
number of Shares,  or any change  (including,  but not  limited  to, a change in
value) in the Shares or  exchange  of Shares for a  different  number or kind of
shares or other  securities  of the  Company,  by reason of a  reclassification,
recapitalization,  merger,  consolidation,  reorganization,  spin-off, split-up,
issuance of warrants or rights or  debentures,  stock  dividend,  stock split or
reverse stock split, cash dividend,  property dividend,  combination or exchange
of shares, repurchase of shares, public offering,  private placement,  change in
corporate structure or otherwise.

         2.5.     "Code" means the Internal Revenue Code of 1986, as amended.

         2.6.  "Committee"  shall  mean a  committee  of the Board of  Directors
consisting of no fewer than two (2) persons who are (i) "nonemployee  directors"
within the meaning of Rule 16b-3 under the Exchange Act, or any  successor  rule
or regulation and (ii) "outside  directors" within the meaning of Section 162(m)
of the Code; provided however, that clause (ii) shall apply only with respect to
grants of Options  intended by the  committee  to qualify as  "performance-bases
compensation" under Section 162(m) of the Code.
         2.7.     "Company" means National R.V. Holdings, Inc.

         2.8.     "Consultant Option" means an Option granted to a consultant
pursuant to Section 7.

         2.9.     "Director Option" means an Option granted to a Nonemployee
Director pursuant to Section 5.

         2.10.  "Disability"  means a physical or mental infirmity which impairs
the Optionee's  ability to perform  substantially his or her duties for a period
of sixty (60) consecutive days.

         2.11.  "Eligible  Employee"  means any officer or other employee of the
Company or a  Subsidiary  who is  designated  by the  Committee  as  eligible to
receive Options subject to the conditions set forth herein.

         2.12.    "Employee Options" means an Option granted to an Eligible
Employee pursuant to Section 6.

         2.13.    "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

         2.14. "Fair Market Value" on any date means the average of the high and
low sales prices of the Shares on such date on the principal national securities
exchange on which such  Shares are listed or  admitted  to  trading,  or if such
Shares are not so listed or admitted to trading,  the arithmetic mean of the per
Share closing bid price and per Share closing asked price on such date as quoted
on the National  Association of Securities Dealers Automated Quotation System or
such other market in which such prices are regularly  quoted,  or, if there have
been no published bid or asked  quotations  with respect to Shares on such date,
the Fair Market Value shall be the value  established by the Board in good faith
and in accordance with Section 422 of the Code.

         2.15.   "Incentive  Stock  Option"  means  an  Option   satisfying  the
requirements  of Section 422 of the Code and  designated  by the Committee as an
Incentive Stock Option.

         2.16.    "Nonqualified Stock Option" means an Option which is not an
Incentive Stock Option.

         2.17.    "Nonemployee Director" means a director of the Company who is
not a full-time employee of the Company or any Subsidiary.

         2.18.    "Option" means an Employee Option, a Director Option, a
Consultant Option or any or all of them.

         2.19.    "Optionee" means a person to whom an Option has been granted
under the Plan.

         2.20.  "Parent"  means any  corporation  which is a parent  corporation
(within the meaning of Section 424(e) of the Code) with respect to the Company.

         2.21.    "Plan" means the National R.V. Holdings, Inc. 1999 Stock
Option Plan.

         2.22.    "Shares" means the common stock, par value $.01 per share, of
the Company.

         2.23.   "Subsidiary"  means  any  corporation  which  is  a  subsidiary
corporation  (within the meaning of Section  424(f) of the Code) with respect to
the Company.

         2.24.  "Successor  Corporation"  means a  corporation,  or a parent  or
subsidiary  thereof  within the  meaning of  Section  424(a) of the Code,  which
issues or assumes a stock option in a transaction to which Section 424(a) of the
Code applies.

         2.25.  "Ten-Percent  Stockholder"  means an Eligible  Employee or other
eligible Plan  participant,  who, at the time an Incentive Stock Option is to be
granted to him or her,  owns  (within  the meaning of Section  422(b)(6)  of the
Code) stock  possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company, or of a Parent or a Subsidiary.

3.       Administration.

         3.1. The Plan shall be  administered  by the Committee which shall hold
meetings at such times as may be necessary for the proper  administration of the
Plan. The Committee  shall keep minutes of its meetings.  A quorum shall consist
of not less than a majority  of the  Committee  and a  majority  of a quorum may
authorize  any  action.  Any  decision or  determination  reduced to writing and
signed by a majority  of all of the members of the  Committee  shall be as fully
effective as if made by a majority  vote at a meeting  duly called and held.  No
member  of the  Committee  shall  be  liable  for any  action,  failure  to act,
determination or interpretation  made in good faith with respect to this Plan or
any  transaction  hereunder,  except for  liability  arising from his or her own
willful misfeasance,  fraud or bad faith. The Company hereby agrees to indemnify
each  member of the  Committee  for all costs and  expenses  and,  to the extent
permitted by applicable law, any liability incurred in connection with defending
against,  responding to,  negotiation for the settlement of or otherwise dealing
with any claim,  cause of action or dispute  of any kind  arising in  connection
with any action or failure to act in  administering  this Plan or in authorizing
or denying authorization to any transaction hereunder.

         3.2. Subject to the express terms and conditions set forth herein,  the
Committee shall have the power from time to time to determine those Optionees to
whom Options shall be granted  under the Plan and the number of Incentive  Stock
Options and/or  Nonqualified Stock Options to be granted to such Optionee and to
prescribe the terms and conditions (which need not be identical) of each Option,
including  the purchase  price per Share  subject to each  Option,  and make any
amendment or  modification  to any  Agreement  consistent  with the terms of the
Plan.

         3.3. Subject to the express terms and conditions set forth herein,  the
Committee shall have the power from time to time:

                  (a) to construe and interpret the Plan and the Options granted
thereunder  and to  establish,  amend and revoke rules and  regulations  for the
administration of the Plan, including, but not limited to, correcting any defect
or supplying any omission,  or reconciling any  inconsistency  in the Plan or in
any  Agreement,  in the  manner and to the  extent it shall  deem  necessary  or
advisable to make the Plan fully effective, and all decisions and determinations
by the  Committee  in the  exercise  of this power  shall be final,  binding and
conclusive  upon the Company,  its  Subsidiaries,  the  Optionees  and all other
persons having any interest therein;

                  (b) to  determine  the  duration  and  purposes  for leaves of
absence  which may be granted to an  Optionee  on an  individual  basis  without
constituting a termination of employment or service for purposes of the Plan;

                  (c) to exercise its discretion  with respect to the powers and
rights granted to it as set forth in the Plan;

                  (d)  generally,  to exercise  such powers and to perform  such
acts as are deemed  necessary or advisable to promote the best  interests of the
Company with respect to the Plan.

4.       Stock Subject to Plan.

         4.1.  The  maximum  number of Shares  that may be made the  subject  of
Options  granted  under the Plan is  400,000  Shares  (or the number and kind of
shares of stock or other  securities  to which such Shares are  adjusted  upon a
Change in  Capitalization  pursuant to Section 9) and the Company  shall reserve
for the purposes of the Plan, out of its  authorized but unissued  Shares or out
of Shares held in the Company's treasury,  or partly out of each, such number of
Shares as shall be  determined  by the  Committee.  During any calendar  year no
person may be granted Options with respect to more than 100,000 Shares.

         4.2.  Whenever any outstanding  Option or portion thereof  expires,  is
canceled or is otherwise  terminated for any reason, the Shares allocable to the
canceled  or  otherwise  terminated  Option or portion  thereof may again be the
subject of Options granted hereunder.

5.       Option Grants for Nonemployee Directors.

         5.1. Authority of Committee. Subject to the provisions of the Plan, the
Committee  shall  have full and final  authority  to  select  those  Nonemployee
Directors who will receive Director  Options,  the terms and conditions of which
shall be set forth in an Agreement.

         5.2.  Purchase  Price.  The  purchase  price or the manner in which the
purchase price is to be determined  for Shares under each Director  Option shall
be determined by the  Committee  and set forth in the Agreement  evidencing  the
Option,  provided that the purchase  price per Share under each Director  Option
shall be not less than the Fair Market Value of a Share on the date the Director
Option is granted.

         5.3.     Duration.  Director Options shall be for a term to be
designated by the Committee and set forth in the Agreement evidencing the
Option.

         5.4. Vesting.  Each Director Option shall,  commencing not earlier than
the date of its grant,  become exercisable in such installments  (which need not
be equal or may be one  installment)  and at such times as may be  designated by
the  Committee  and set forth in the  Agreement  evidencing  the Option.  To the
extent not exercised, installments shall accumulate and be exercisable, in whole
or part, at any time after becoming exercisable,  to not later than the date the
Director Option expires.  The Committee may accelerate the exercisability of any
Option or portion thereof at any time.

6.       Option Grants for Eligible Employees.

         6.1. Authority of Committee. Subject to the provisions of the Plan, the
Committee shall have full and final authority to select those Eligible Employees
who will receive  Employee  Options,  the terms and conditions of which shall be
set forth in an Agreement;  provided,  however,  that no Eligible Employee shall
receive an  Incentive  Stock Option  unless he is an employee of the Company,  a
Parent or a Subsidiary at the time the Incentive Stock Option is granted.

         6.2.  Purchase  Price.  The  purchase  price or the manner in which the
purchase price is to be determined  for Shares under each Employee  Option shall
be determined by the  Committee  and set forth in the Agreement  evidencing  the
Option,  provided that the purchase  price per Share under each Employee  Option
shall be (i) except as  provided in clause (ii) of this  Section  6.2,  not less
than the Fair  Market  Value of a Share  on the  date  the  Employee  Option  is
granted;  and (ii) with respect to any Incentive  Stock Option  granted to a Ten
Percent  Stockholder,  not less than 110% of the Fair Market Value of a Share on
the date the Option is granted.

         6.3.  Duration.  Employee  Options granted  hereunder shall be for such
term as the Committee shall determine, provided that no Employee Option shall be
exercisable  after the  expiration of ten (10) years from the date it is granted
(five  (5)  years  in  the  case  of an  Incentive  Stock  Option  granted  to a
Ten-Percent  Stockholder).  The Committee may, subsequent to the granting of any
Employee  Option,  extend the term  thereof but in no event shall the term as so
extended exceed the maximum term provided for in the preceding sentence.

         6.4. Vesting.  Each Employee Option shall,  commencing not earlier then
the date of its grant,  become exercisable in such installments  (which need not
be equal or may be in one installment) and at such times as may be designated by
the  Committee  and set forth in the  Agreement  evidencing  the Option.  To the
extent not  otherwise  provided  by the  Committee,  Employee  Options  shall be
exercisable  in three (3) equal  installments  each  equal to  one-third  of the
entire Option granted,  the first of which shall become exercisable on the first
anniversary  of the  date  of the  grant  of the  Employee  Option,  the  second
installment of which shall become  exercisable on the second  anniversary of the
date of grant of the Employee Option,  and the final  installment of which shall
become  exercisable on the third anniversary of the date of grant. To the extent
not exercised,  installments  shall  accumulate and be exercisable,  in whole or
part,  at any time after  becoming  exercisable,  to not later than the date the
Employee Option expires.  The Committee may accelerate the exercisability of any
Option or portion thereof at any time.

         6.5.  $100,000 Per Year Limitation for Incentive Stock Options.  To the
extent that the aggregate Fair Market Value (determined as of the date of grant)
of Shares for which  Incentive  Stock Options are exercisable for the first time
by any Optionee during any calendar year (under all plans of the Company and its
Subsidiaries)  exceeds  $100,000,  such excess  Incentive Stock Options shall be
treated as Nonqualified Stock Options.

7.       Option Grants for Consultants.

         7.1. Authority of Committee. Subject to the provisions of the Plan, the
Committee shall have full and final authority to select those consultants to the
Company or a  Subsidiary  who will  receive  Consultant  Options,  the terms and
conditions of which shall be set forth in an  Agreement.  An employee or officer
of the Company shall not be deemed a consultant.

         7.2.  Purchase  Price.  The  purchase  price or the manner in which the
purchase price is to be determined for Shares under each Consultant Option shall
be determined by the  Committee  and set forth in the Agreement  evidencing  the
Option,  provided that the purchase price per Share under each Consultant Option
shall  be not  less  than  the  Fair  Market  Value  of a Share  on the date the
Consultant Option is granted.

         7.3.  Duration.  Consultant Options granted hereunder shall be for such
term as the Committee shall determine,  provided that no Consultant Option shall
be  exercisable  after  the  expiration  of ten (10)  years  from the date it is
granted. The Committee may, subsequent to the granting of any Consultant Option,
extend the term thereof but in no event shall the term as so extended exceed the
maximum term provided for in the preceding sentence.

         7.4. Vesting. Each Consultant Option shall, commencing not earlier then
the date of its grant,  become exercisable in such installments  (which need not
be equal or may be in one installment) and at such times as may be designated by
the  Committee  and set forth in the  Agreement  evidencing  the Option.  To the
extent not  otherwise  provided by the  Committee,  Consultant  Options shall be
exercisable  in three (3) equal  installments  each  equal to  one-third  of the
entire Option granted,  the first of which shall become exercisable on the first
anniversary  of  the  date  of  grant  of the  Consultant  Options,  the  second
installment of which shall become  exercisable on the second  anniversary of the
date of grant,  and the final  installment of which shall become  exercisable on
the  third  anniversary  of the date of  grant.  To the  extent  not  exercised,
installments shall accumulate and be exercisable,  in whole or part, at any time
after becoming  exercisable,  to not later than the date the  Consultant  Option
expires.  The  Committee  may  accelerate  the  exercisability  of any Option or
portion thereof at any time.

8.       Terms and Conditions Applicable to All Options

         8.1.   Non-transferability.   No  Option  granted  hereunder  shall  be
transferable by the Optionee to whom granted  otherwise than by will or the laws
of descent and distribution,  and an Option may be exercised during the lifetime
of  such  Optionee  only  by  the  Optionee  or his or  her  guardian  or  legal
representative.  The terms of each Option shall be final, binding and conclusive
upon the beneficiaries,  executors,  administrators, heirs and successors of the
Optionee.

         8.2.  Method of Exercise.  The exercise of an Option shall be made only
by a written  notice  delivered  in  person  or by mail to the  Chief  Financial
Officer of the Company at the Company's principal  executive office,  specifying
the number of Shares to be purchased  and  accompanied  by payment  therefor and
otherwise  in  accordance  with the  Agreement  pursuant to which the Option was
granted. The purchase price for any Shares purchased pursuant to the exercise of
an  Option  shall be paid in full  upon  such  exercise,  as  determined  by the
Committee in its discretion,  by any one or a combination of the following:  (i)
cash, (ii) transferring  Shares to the Company upon such terms and conditions as
determined by the Committee;  or (iii) as otherwise determined by the Committee.
At the Optionee's request and subject to the consent of the Committee, Shares to
be  acquired  upon the  exercise  of a  portion  of an  Option  will be  applied
automatically  to pay the  purchase  price in  connection  with the  exercise of
additional  portions of the Option  then being  exercised.  The  written  notice
pursuant to this Section 8.2 may also provide  instructions from the Optionee to
the Company that upon receipt of the purchase  price in cash from the Optionee's
broker or dealer,  designated as such on the written notice,  in payment for any
Shares purchased  pursuant to the exercise of an Option, the Company shall issue
such Shares directly to the designated broker or dealer.  Any Shares transferred
to the Company as payment of the purchase  price under an Option shall be valued
at their Fair  Market  Value on the day  preceding  the date of exercise of such
Option. If requested by the Committee,  the Optionee shall deliver the Agreement
evidencing  the Option to the Chief  Financial  Officer of the Company who shall
endorse  thereon a notation of such  exercise  and return such  Agreement to the
Optionee.  No fractional  shares (or cash in lieu thereof)  shall be issued upon
exercise  of an  Option  and the  number of Shares  that may be  purchased  upon
exercise shall be rounded to the nearest number of whole Shares.

         8.3.  Rights of Optionees.  No Optionee shall be deemed for any purpose
to be the owner of any Shares  subject  to any  Option  unless and until (i) the
Option shall have been exercised pursuant to the terms thereof, (ii) the Company
shall  have  issued  and  delivered  the  Shares to the  Optionee  and (iii) the
Optionee's  name shall have been entered as a stockholder of record on the books
of the Company.  Thereupon,  the Optionee  shall have full voting,  dividend and
other ownership rights with respect to such Shares.

         8.4.  Termination of Employment or Services.  Unless otherwise provided
in the Agreement  evidencing the Option, an Option (other than an Option granted
to a consultant or a Nonemployee  Director)  shall  terminate upon an Optionee's
termination  of  employment  (or similar  arrangement)  with the Company and its
Subsidiaries as follows:

                  (e) in the event the  Optionee's  employment  terminates  as a
result of Disability, the Optionee may at any time within three (3) months after
such event  exercise the Option or portion  thereof that was  exercisable on the
date of such termination;

                  (f) if an  Optionee's  employment  terminates  for Cause,  the
Option shall terminate immediately and no rights thereunder may be exercised;

                  (g) if an Optionee's  employment terminates without Cause, the
Optionee  may at any time  within one (1) month  after such event  exercise  the
Option or portion thereof that was exercisable on the date of such  termination;
and

                  (h) if an  Optionee  dies while an  employee of the Company or
any  Subsidiary  or  within  six (6)  months  after  termination  as a result of
Disability  as  described  in clause (a) of this  Section 8.4, the Option may be
exercised  at any time within six (6) months after the  Optionee's  death by the
person or persons to whom such rights  under the Option shall pass by will or by
the laws of descent and distribution;  provided,  however, that an Option may be
exercised  to the  extent,  and only to the  extent,  that the Option or portion
thereof was exercisable on the date of death or earlier termination.

                  Notwithstanding  the foregoing,  in no event may any Option be
exercised by anyone after the expiration of the term of the Option.

         8.5.   Termination  of  Nonemployee  Director  Options  and  Consultant
Options.   Nonemployee  Director  Options  and  Consultant  Options  granted  to
Nonemployee  Directors  and  consultants  to the Company or a  Subsidiary  shall
terminate under such  circumstances as are provided in the Agreement  evidencing
the Option, and if not expressly  specified,  as of the close of business on the
last  day of the term of the  Option,  but in no event  may  such an  Option  be
exercised by anyone after the expiration of the term of the Option.

         8.6.   Modification  or   Substitution.   The  Committee  may,  in  its
discretion,  modify  outstanding  Options or accept the surrender of outstanding
Options (to the extent not exercised) and grant new Options in substitution  for
them.  Notwithstanding  the  foregoing,  no  modification  of  an  Option  shall
adversely alter or impair any rights or obligations under the Option without the
Optionee's consent.

9.       Adjustment Upon Changes in Capitalization.

         9.1. Subject to Section 10, in the event of a Change in Capitalization,
the Committee shall conclusively determine the appropriate adjustments,  if any,
to the  maximum  number  or class of Shares or other  stock or  securities  with
respect to which Options may be granted under the Plan,  the number and class of
Shares or other stock or  securities  which are subject to  outstanding  Options
granted under the Plan, and the purchase price therefor, if applicable.

         9.2.  Any such  adjustment  in the Shares or other stock or  securities
subject to outstanding Incentive Stock Options (including any adjustments in the
purchase price) shall be made in such manner as not to constitute a modification
as  defined by Section  424(h)(3)  of the Code and only to the extent  otherwise
permitted by Sections 422 and 424 of the Code.

         9.3. If, by reason of a Change in Capitalization,  an Optionee shall be
entitled  to exercise an Option with  respect to new,  additional  or  different
shares of stock or securities,  such new,  additional or different  shares shall
thereupon  be subject to all of the  conditions  which  were  applicable  to the
Shares  subject  to the  Option,  as the case may be,  prior to such  Change  in
Capitalization.

10.      Effect of Certain Transactions.

         In the event of (i) the  liquidation  or  dissolution of the Company or
(ii) a merger or  consolidation of the Company (a  "Transaction"),  the Plan and
the Options issued  hereunder  shall continue in effect in accordance with their
respective  terms and each  Optionee  shall be entitled to receive in respect of
each Share subject to any outstanding Options, as the case may be, upon exercise
of any Option, the same number and kind of stock, securities, cash, property, or
other  consideration  that each holder of a Share was entitled to receive in the
Transaction in respect of a Share. In the event that, after a Transaction, there
occurs any change of a type  described in Section 2.4 hereof with respect to the
shares of the surviving or resulting  corporation,  then adjustments similar to,
and subject to the same  conditions  as, those in Section 9 hereof shall be made
by the Committee.


11. Termination and Amendment of the Program.

         11.1.  The  Plan  shall  terminate  on  the  day  preceding  the  tenth
anniversary  of the date of its  adoption  by the  Board  and no  Option  may be
granted thereafter. The Board may sooner terminate or amend the Plan at any time
and from time to time;  provided,  however,  that to the extent  necessary under
Section  16(b) of the  Exchange  Act and the rules and  regulations  promulgated
thereunder  or other  applicable  law, no amendment  shall be  effective  unless
approved by the  stockholders  of the Company in accordance  with applicable law
and  regulations at an annual or special  meeting held within twelve (12) months
after the date of adoption of such amendment.

         11.2.  Except as  provided  in  Sections  9 and 10  hereof,  rights and
obligations  under any Option granted before any amendment or termination of the
Plan  shall  not  be  adversely   altered  or  impaired  by  such  amendment  or
termination, except with the consent of the Optionee, nor shall any amendment or
termination  deprive  any  Optionee  of any  Shares  which he may have  acquired
through or as a result of the Plan.

12. Non-Exclusivity of the Plan. The adoption of the Plan by the Board shall not
be construed  as  amending,  modifying or  rescinding  any  previously  approved
incentive  arrangement or as creating any  limitations on the power of the Board
to adopt such other incentive arrangements as it may deem desirable,  including,
without limitation, the granting of stock options otherwise than under the Plan,
and such  arrangements  may be either  applicable  generally or only in specific
cases.

13. Limitation of Liability.  As illustrative of the limitations of liability of
the Company,  but not  intended to be  exhaustive  thereof,  nothing in the Plan
shall be construed to:

         (i) give any person any right to be granted an Option other than at the
sole discretion of the Committee;

         (ii)     give any person any rights whatsoever with respect to Shares
except as specifically provided in the Plan;

         (iii)  limit  in any way the  right of the  Company  to  terminate  the
employment of any person at any time; or

         (iv) be  evidence  of any  agreement  or  understanding,  expressed  or
implied,  that the  Company  will  employ any person at any  particular  rate of
compensation or for any particular period of time.

14.      Regulations and Other Approvals; Governing Law.

         14.1. This Plan and the rights of all persons claiming  hereunder shall
be  construed  and  determined  in  accordance  with  the  laws of the  State of
Delaware.

         14.2.  The  obligation  of the  Company to sell or deliver  Shares with
respect to  Options  granted  under the Plan shall be subject to all  applicable
laws,  rules  and  regulations,  including  all  applicable  federal  and  state
securities  laws,  and the  obtaining  of all  such  approvals  by  governmental
agencies as may be deemed necessary or appropriate by the Committee.

         14.3. The Plan is intended to comply with Rule 16b-3  promulgated under
the Exchange Act and the Committee shall interpret and administer the provisions
of the Plan or any Agreement in a manner  consistent  therewith.  Any provisions
inconsistent  with such Rule  shall be  inoperative  and  shall not  affect  the
validity of the Plan.

         14.4.  The  Board  may  make  such  changes  as  may  be  necessary  or
appropriate  to  comply  with  the  rules  and  regulations  of  any  government
authority,  or to obtain for Eligible  Employees granted Incentive Stock Options
the tax benefits  under the  applicable  provisions of the Code and  regulations
promulgated thereunder.

         14.5.  Each Option is subject to the  requirement  that, if at any time
the Committee determines, in its discretion,  that the listing,  registration or
qualification  of  Shares  issuable  pursuant  to the  Plan is  required  by any
securities  exchange  or under any  state or  federal  law,  or the  consent  or
approval of any  governmental  regulatory  body is  necessary  or desirable as a
condition of, or in connection  with,  the grant of an Option or the issuance of
Shares,  no Options shall be granted or payment made or Shares issued,  in whole
or in part, unless listing, registration, qualification, consent or approval has
been effected or obtained free of any conditions,  or as otherwise determined to
be acceptable to the Committee.

         14.6.  Notwithstanding  anything contained in the Plan to the contrary,
in the event that the disposition of Shares acquired pursuant to the Plan is not
covered by a then current  registration  statement  under the  Securities Act of
1933,  as amended,  and is not  otherwise  exempt from such  registration,  such
Shares  shall be  restricted  against  transfer  to the extent  required  by the
Securities  Act  of  1933,  as  amended,  and  Rule  144  or  other  regulations
thereunder.  The Committee may require any individual  receiving Shares pursuant
to the Plan, as a condition precedent to receipt of such Shares upon exercise of
an Option,  to  represent  and warrant to the Company in writing that the Shares
acquired by such  individual  are  acquired  without a view to any  distribution
thereof and will not be sold or transferred  other than pursuant to an effective
registration  thereof under said act or pursuant to a exemption applicable under
the Securities Act of 1933, as amended, or the rules and regulations promulgated
thereunder.   The   certificates   evidencing   any  of  such  Shares  shall  be
appropriately  amended to  reflect  their  status as  restricted  securities  as
aforesaid.


15.      Miscellaneous.

         15.1.  Multiple  Agreements.  The terms of each  Option may differ from
other  Options  granted  under the Plan at the same time, or at some other time.
The Committee may also grant more than one Option to a given  Eligible  Employee
during the term of the Plan,  either in addition to, or in substitution for, one
or more Options previously granted to that Eligible Employee.

         15.2.    Withholding of Taxes.
                  (a) The  Company  shall  have  the  right to  deduct  from any
distribution of cash to any Optionee, an amount equal to the federal,  state and
local  income  taxes and other  amounts as may be required by law to be withheld
(the "Withholding Taxes") with respect to any Option. If an Optionee is entitled
to receive  Shares  upon  exercise  of an  Option,  the  Optionee  shall pay the
Withholding  Taxes to the  Company  prior to the  issuance  of such  Shares.  In
satisfaction of the Withholding  Taxes, the Optionee may make a written election
(the "Tax Election"), which may be accepted or rejected in the discretion of the
Committee,  to have withheld a portion of the Shares issuable to him or her upon
exercise  of the Option  having an  aggregate  Fair  Market  Value,  on the date
preceding the date of exercise, equal to the Withholding Taxes, provided that in
respect of an Optionee who may be subject to liability  under  Section  16(b) of
the Exchange Act either (i) (A) the Optionee makes the Tax Election at least six
(6) months  after the date the Option was  granted,  (B) the Option is exercised
during the ten day period  beginning on the third business day and ending on the
twelfth  business day  following  the release for  publication  of the Company's
quarterly or annual  statements of earnings (a "Window  Period") and (C) the Tax
Election is made during the Window  Period in which the Option is  exercised  or
prior to such Window Period and subsequent to the immediately  preceding  Window
Period or (ii) (A) the Tax  Election  is made at least six  months  prior to the
date the  Option is  exercised  and (B) the Tax  Election  is  irrevocable  with
respect  to the  exercise  of all  Options  which  are  exercised  prior  to the
expiration  of six months  following  an  election  to revoke the Tax  Election.
Notwithstanding  the  foregoing,  the Committee may, by the adoption of rules or
otherwise,  (i) modify the  provisions in the preceding  sentence or impose such
other restrictions or limitations on Tax Elections as may be necessary to ensure
that the Tax Elections  will be exempt  transactions  under Section 16(b) of the
Exchange  Act, and (ii) permit Tax  Elections to be made at such other times and
subject to such other  conditions as the Committee  determines  will  constitute
exempt transactions under Section 16(b) of the Exchange Act.

                  (b) If an Optionee makes a disposition,  within the meaning of
Section 424(c) of the Code and regulations promulgated thereunder,  of any Share
or Shares issued to such Optionee pursuant to the exercise of an Incentive Stock
Option  within  the  two-year  period  commencing  on the day  after the date of
transfer of such Share or Shares to the Optionee pursuant to such exercise,  the
Optionee  shall,  within ten (10) days of such  disposition,  notify the Company
thereof, by delivery of written notice to the Company at its principal executive
office, and immediately deliver to the Company the amount of Withholding Taxes.

         15.3. Designation of Beneficiary.  Each Optionee may designate a person
or persons to receive in the event of his or her death, any Option or any amount
payable  pursuant  thereto,  to which he or she  would  then be  entitled.  Such
designation will be made upon forms supplied by and delivered to the Company and
may be revoked in  writing.  If an Optionee  fails  effectively  to  designate a
beneficiary, then his or her estate will be deemed to be the beneficiary.

16.  Effective  Date.  The  effective  date of the Plan shall be the date of its
adoption by the Board,  subject only to the approval by the affirmative votes of
the  holders  of a  majority  of the  securities  of  the  Company  present,  or
represented,  and  entitled  to vote at a meeting of  stockholders  duly held in
accordance  with the applicable laws of the State of Delaware within twelve (12)
months of such adoption.




<PAGE>
                                                                    Exhibit 10.8
                              EMPLOYMENT AGREEMENT


         This Employment Agreement is made and entered into effective as the 6th
day of August,  1999, by and between  National R.V.  Holdings,  Inc., a Delaware
corporation  (the  "Company"),   and  Bradley  C.  Albrechtsen,   an  individual
("Executive").

                                                      RECITALS

         A.  The Company desires to be assured of the association and services
of Executive.

         B. Executive is willing and desires to be employed by the Company,  and
the  Company is  willing to employ  Executive,  upon the  terms,  covenants  and
conditions hereinafter set forth.

                                                      AGREEMENT

         NOW,  THEREFORE,  in consideration  of the mutual terms,  covenants and
conditions hereinafter set forth, the parties hereto do hereby agree as follows:

         1.       Employment.  The Company hereby employs Executive as Chief
Financial Officer of the Company.

         2. Term. The term of this Agreement shall be for the period  commencing
on the effective date hereof and ending on December 31, 2001,  unless terminated
earlier  pursuant  to  Section 6 herein;  provided,  however,  that  Executive's
obligations  in Sections 5, 7 and 8 herein  shall  continue in effect  after any
such  termination  as  specified  therein.  The  term of this  Agreement  may be
extended by the mutual written  agreement of the Company and the Executive.  The
initial term,  together with any extension thereof, is herein referred to as the
"Term."

         3.       Compensation; Reimbursement.

3.1 Base Salary.  For all services  rendered by Executive  under this Agreement,
effective as of the date hereof,  the Company  shall pay Executive a base salary
of One Hundred and Four Thousand Dollars ($104,000) per annum, payable weekly in
equal  installments  (the "Base  Salary").  Beginning  January 1, 2000, the Base
Salary  shall be One  Hundred  Thirty  Thousand  Dollars  ($130,000)  per annum,
payable weekly in equal installments.  3.2 Bonus  Compensation.  For each of the
1999, 2000 and 2001 calendar  years,  the Company shall also pay to Executive an
annual  bonus (the  "Bonus")  based  upon the  attainment  of certain  financial
targets  for the  Company  as set  forth on  Exhibit A  attached  hereto up to a
maximum of 30%, 45% and 45%,  respectively,  of the Executive's aggregate salary
received from the Company for such year.  The  Executive  shall be entitled to a
pro rata Bonus based upon the number of days  employed in such  calendar year in
the event of  termination  of employment  due to death,  disability  (as defined
herein) or without cause. As soon as practicable following the completion of the
audit for each of such calendar years,  the Company shall calculate  whether any
Bonus is payable to the  Executive,  and,  if payable,  shall make such  payment
promptly thereafter.
                  3.3  Additional  Benefits.  In  addition  to the Base  Salary,
Executive  shall be  entitled  to all other  benefits  of  employment  which are
generally provided to senior management of the Company. Additionally, during the
Term,  Executive shall be granted  exclusive use of a vehicle with a fair market
value of no more than $45,000, which vehicle shall be purchased or leased by the
Company at its  discretion.  All applicable  taxes and license and  registration
fees for such vehicle shall be paid by the Company.

                  3.4  Reimbursement.  Executive  shall  be  reimbursed  for all
reasonable  "out-of-pocket"  business  expenses  incurred in connection with the
performance of his duties under this Agreement. The reimbursement of Executive's
business expenses shall be upon presentation to, and approval by, the Company of
valid receipts and other appropriate documentation for such expenses.

         4.       Scope of Duties.

                  4.1 Assignment of Duties.  Executive shall have such duties as
are commensurate with his experience and  responsibilities and as are consistent
with past  practice.  Such duties  shall be  exercised  subject to the  control,
supervision and direction of the Board of Directors of the Company.

                  4.2 Executive's  Devotion of Time.  Executive hereby agrees to
devote his full time,  abilities and energy to the faithful  performance  of the
duties  assigned to him and to the  promotion  and  forwarding  of the  business
affairs of the Company. Executive shall have no other employment during the Term
of this Agreement.

         5.       Confidentiality of Trade Secrets and Other Materials.

                  5.1 Trade Secrets. Other than in the performance of his duties
hereunder,  Executive  agrees  not to  disclose,  either  during the term of his
employment  by the Company or at any time  thereafter,  to any  person,  firm or
corporation,  any trade  secrets  or  confidential  information  of the  Company
including,  but not limited to, trade secrets,  lists of past or present clients
or customers,  client or consultant  contracts,  product or service  development
plans,  floor plans and designs,  marketing plans,  pricing  policies,  business
acquisition  plans  or  any  portion  or  phase  of any  technical  information,
technique,  method, process, procedure,  technology, or know-how (whether or not
in written or tangible  form) used by the Company or any portion or phase of any
technical information, ideas, discoveries, designs, computer programs (including
source or object codes), processes,  procedures, formulae or improvements of the
Company  that is  valuable  (whether  or not in  written or  tangible  form) and
including all memoranda,  notes, plans,  reports,  records,  documents and other
evidence  thereof and any other  information of whatever  nature which gives the
Company an opportunity to obtain an advantage  over its  competitors  who do not
have access or know how to use such  information  shall be  considered  a "trade
secret" for the purposes of this Agreement.

                  5.2  Ownership  of  Trade   Secrets;   Assignment  of  Rights.
Executive hereby agrees that all know-how, documents, reports, plans, proposals,
marketing and sales plans,  client lists, client files and materials made by him
or by the Company  are the  property of the Company and shall not be used by him
in any way adverse to the  Company's  interests.  Executive  shall not  deliver,
reproduce  or in any way allow such  documents or things to be delivered or used
by any  third  party  without  specific  direction  or  consent  of the Board of
Directors of the  Company.  Executive  hereby  assigns to the Company any rights
which he may have in any such trade secret or proprietary information.

         6.       Termination.

                  6.1      Bases for Termination.

                           1. Executive's employment hereunder may be terminated
at any time by mutual agreement of the parties.

                           2. This Agreement shall automatically  terminate upon
the Executive's death or incapacity.
"Incapacity," as used herein, shall mean mental or physical incapacity, or both,
reasonably  determined  by  the  Company's  Board  of  Directors  based  upon  a
certification of such incapacity by, in the discretion of the Company's Board of
Directors,  either Executive's  regularly attending physician or a duly licensed
physician  selected by the  Company's  Board of Directors,  rendering  Executive
unable to perform  substantially  all of his duties  hereunder and which appears
reasonably  certain  to  continue  for at  least  60  consecutive  days  without
substantial   improvement.   Executive   shall  be   deemed   to  have   "become
incapacitated"  on the date the Company's Board of Directors has determined that
Executive is incapacitated and so notifies Executive.

                           3.       Executive's  employment  may be terminated
by the Company "with cause,"  effective upon delivery of
written  notice to Executive  given at any time (without any necessity for prior
notice) upon the  occurrence  of (i) a felony  criminal  conviction or any other
criminal conviction  involving  Executive's lack of honesty or Executive's moral
turpitude;  (ii)  drug  or  alcohol  abuse;  (iii)  acts  of  dishonesty,  gross
carelessness  or negligence or gross  misconduct  which have, in the  reasonable
judgment of the Company's Board of Directors,  a material  adverse effect on the
Company; or (iv) material breach of any provision of this Agreement.

                           4.       Executive's  employment  may be  terminated
 by the Company  "without  cause" (for any reason or no
reason at all) at any time by giving  Executive  three days prior written notice
of termination, which termination shall be effective on the fourth day following
such notice.

                  6.2      Payment Upon Termination.

                           (a)      If Executive's  employment under this
Agreement is terminated  under Paragraph  6.1(4) herein,  the
Company shall pay to Executive,  in the manner set forth below,  an amount equal
to the sum of (a) Executive's  Base Salary through the remaining  portion of the
Term, less any compensation actually earned or accrued by Executive for services
rendered elsewhere to himself or any other person or entity; plus (b) any unpaid
out-of-pocket   expenses  incurred  by  the  Executive  prior  to  the  date  of
termination  which are  reimbursable  pursuant to Section 3.4 herein.  After the
Company's  termination of Executive under this provision,  the Company shall not
be  obligated  to provide the  benefits to  Executive  described  in Section 3.3
(except as may be required by law).  Payments  made above shall be made in equal
installments over such period of time on regularly scheduled Company paydays.

                           (b)      Upon  termination  under  Paragraphs
6.1(1),  (2) or (3),  the Company  shall not be  obligated to
compensate Executive, his estate or representatives,  except for any unpaid Base
Salary  accrued  through the date of  termination  and any unpaid  out-of-pocket
expenses  incurred by the Executive  prior to the date of termination  which are
reimbursable  pursuant  to Section  3.4  herein,  nor  provide  the  benefits to
Executive described in Section 3.3 (except as provided by law).


                           6.3      Dismissal from Premises.  At the Company's
option,  Executive shall immediately leave the Company's premises on the date
notice of termination is given by the Company.



         7. Non-Competition/Non-Interference.

                  7.1      Non-Competition.

                           (a) Executive  covenants and agrees that until the
end of the Term of this  Agreement,  neither the
Executive nor any entity of which 5% or more of the beneficial ownership is held
or owned  directly or  indirectly  by the  Executive or  controlled  directly or
indirectly by the Executive  ("Executive  Entity") will, anywhere in the Market,
directly  or  indirectly  own,  manage,  operate,  advise  (whether  or not  for
compensation), control, invest or acquire an interest in, or otherwise engage or
participate  in,  whether  as  a  proprietor,  partner,  stockholder,  director,
officer, "Key Employee" (defined herein to include any person who is employed in
a management,  executive,  supervisory,  marketing or sales capacity for another
person), joint venturer, lender, investor or other participant,  in any business
which  competes,   directly  or  indirectly,  with  the  Business  ("Competitive
Business")  without  regard to (X)  whether  the  Competitive  Business  has its
office, manufacturing or other business facilities within or without the Market,
(Y) whether any of the  activities of the  Executive  referred to above occur or
are performed within or without the Market or (Z) whether the Executive resides,
or reports to an office, within or without the Market.

                           (b) For purposes of this  Agreement,  (A) the
"Business"  refers to any business  conducted by the
Company prior to the date of this  Agreement or by the Company  during the Term,
and (B) the  "Market"  refers to any and  every  state in the  United  States of
America  or in any  similar  jurisdiction  of any  foreign  country in which the
Business is so conducted.

                           7.2      Non-Interference.

                           (a)  In  consideration of all of the payments due to
him hereunder,  Executive covenants and agrees
that  during  the  period  ending  one year  following  the end of the Term (the
"Restricted  Period"),  neither  the  Executive  nor any  Executive  Entity will
directly or indirectly  solicit,  induce or influence  any  customer,  supplier,
lender,  lessor or any other person which has a business  relationship  with the
Company or which had on the date of the end of the Term a business  relationship
with the Company to discontinue or reduce the extent of such  relationship  with
the Company or its subsidiaries, if any.

                           (b)  In  consideration of all of the payments due to
him hereunder,  Executive covenants and agrees
that during the  Restricted  Period,  neither the  Executive  nor any  Executive
Entity will (A) directly or indirectly  recruit,  solicit or otherwise induce or
influence  any  employee  or sales  agent of the  Company  to  discontinue  such
employment  or agency  relationship  with the Company,  or (B) employ or seek to
employ, or cause or permit any Competitive  Business to employ or seek to employ
for any Competitive Business,  any person who is then (or was at any time within
six months prior to the date the Executive or the Competitive  Business  employs
or seeks to employ such person)  employed by the Company.  Nothing  herein shall
prevent the Executive from providing a letter of  recommendation  to an employee
with respect to a future employment opportunity.

         8.       Injunctive Relief; Independence and Severability of Covenants.

                  8.1 Injunctive Relief.  Executive acknowledges and agrees that
the  Company is  entering  into this  Agreement  in  reliance  upon  Executive's
agreement contained herein and that, in the event of any breach or likely breach
of any of the covenants of Sections 5 and 7 herein, the Company and any relevant
affiliate(s)  would incur damages in an amount  difficult to ascertain and/or be
irreparably harmed and could not be made whole solely by monetary damages. It is
accordingly  agreed that such persons,  in addition to any other remedy to which
they may be entitled at law or in equity, shall be entitled to injunctive relief
in  respect  of such  breach or likely  breach as may be ordered by any court of
competent jurisdiction including,  but not limited to, an injunction restraining
any  violation  of  Sections  5 and 7 herein  and  without  the  proof of actual
damages. It is intended to grant full third party rights under this provision.

                  8.2  Independence  and  Severability  of Covenants.  Executive
acknowledges  and agrees that the  covenants and other  provisions  set forth in
Sections 5 and 7 herein and in this  Section 8 are  reasonable,  including  with
respect to duration and subject  matter,  and that he is receiving  valuable and
adequate  consideration  for such covenants  under this  Agreement.  The parties
acknowledge that it is their intention that all such covenants and provisions be
enforceable to the fullest extent  possible under  applicable law. If any of the
provisions  set forth in Sections 5 or 7 and or in this Section 8 is found to be
unenforceable  in any  instance,  such  finding  shall  not  preclude  any other
enforcement  of such  provisions and reference is made to Section 9.2. If any of
the  provisions set forth in Sections 5 or 7 or in this Section 8 is found to be
invalid,  such  finding  or  invalidity  shall not affect  the  validity  of the
remaining provisions and the provisions of Section 9.2 will apply.

         9.       Miscellaneous.

                  9.1 Transfer and Assignment.  This Agreement is personal as to
Executive  and shall not be assigned or  transferred  by  Executive  without the
prior written consent of the Company.  This Agreement shall be binding upon, and
inure  to,  the  benefit  of all of the  parties  hereto  and  their  respective
permitted heirs, personal representatives, successors and assigns.

                  9.2 Severability.  Nothing contained herein shall be construed
to require  the  commission  of any act  contrary  to law.  Should  there be any
conflict between any provisions  hereof and any present or future statute,  law,
ordinance,  regulation,  or other  pronouncement  having  the force of law,  the
latter shall prevail, but the provision of this Agreement affected thereby shall
be  curtailed  and limited  only to the extent  necessary to bring it within the
requirements  of the law, and the remaining  provisions of this Agreement  shall
remain in full force and effect.

                  9.3      Governing  Law.  This  Agreement is made under and
shall be  construed  pursuant to the laws of the State of California.

                  9.4  Counterparts.  This  Agreement may be executed in several
counterparts  and all  documents so executed  shall  constitute  one  agreement,
binding on all of the parties  hereto,  notwithstanding  that all of the parties
did not sign the original or the same counterparts.

                  9.5 Entire  Agreement.  This Agreement  constitutes the entire
agreement and  understanding  of the parties with respect to the subject  matter
hereof and supersedes  all prior oral or written  agreements,  arrangements  and
understandings  with respect thereto.  No representation,  promise,  inducement,
statement  or  intention  has been made by any party hereto that is not embodied
herein, and no party shall be bound by or liable for any alleged representation,
promise, inducement or statement not so set forth herein.

                  9.6  Modification.  This  Agreement may be modified,  amended,
superseded  or  cancelled,  and any of the  terms,  covenants,  representations,
warranties  or  conditions  hereof may be waived,  only by a written  instrument
executed  by  the  party  or  parties  to be  bound  by any  such  modification,
amendment, supersession, cancellation or waiver.

                  9.7 Waiver.  The waiver by either of the  parties,  express or
implied,  of any right under this Agreement or any failure to perform under this
Agreement by the other party,  shall not  constitute or be deemed as a waiver of
any other right under this  Agreement or of any other  failure to perform  under
this Agreement by the other party, whether of a similar or dissimilar nature.

                  9.8  Cumulative  Remedies.  Each and all of the several rights
and  remedies  provided  in this  Agreement,  or by law or in  equity,  shall be
cumulative,  and no one of them shall be exclusive of any other right or remedy,
and the  exercise of any one or such  rights or  remedies  shall not be deemed a
waiver of, or an election to exercise, any other such right or remedy.

                  9.9 Headings. The section and other headings contained in this
Agreement  are for  reference  purposes only and shall not in any way affect the
meaning and interpretation of this Agreement.

                  9.10  Notices.  Any  notice  under this  Agreement  must be in
writing,  may be telecopied,  sent by express  24-hour  guaranteed  courier,  or
hand-delivered,  or may be served by  depositing  the same in the United  States
mail,  addressed to the party to be notified,  postage-prepaid and registered or
certified with a return receipt requested.  The addresses of the parties for the
receipt of notice shall be as follows:

                           If to the Company:

                                    National R.V. Holdings, Inc.
                                    27401 Los Altos, Suite 180
                                    Mission Viejo, CA 92691
                                    Attn: Wayne M. Mertes


                           If to Executive:

                                    Bradley C. Albrechtsen
                                    3411 N. Perris Blvd.
                                    Perris, CA 92504


Each notice given by registered or certified mail shall be deemed  delivered and
effective  on the date of  delivery  as shown on the  return  receipt,  and each
notice  delivered  in any other manner shall be deemed to be effective as of the
time of actual delivery thereof. Each party may change its address for notice by
giving notice thereof in the manner provided above.



                  9.11 Survival.  Any provision of this Agreement  which imposes
an obligation  after  termination or expiration of this Agreement  shall survive
the  termination or expiration of this Agreement and be binding on Executive and
the Company.

         IN WITNESS  WHEREOF,  the parties  hereto  have caused this  Employment
Agreement to be executed as of the date first set forth above.



                          NATIONAL R.V. HOLDINGS, INC.



                           By: ______________________________

                              Name: Wayne M. Mertes
                              Title: President and Chief Executive Officer


                               ______________________________

                              Executive: Bradley C. Albrechtsen




<PAGE>
                                                                    Exhibit 10.9

                              EMPLOYMENT AGREEMENT

         This Employment  Agreement is made and entered into as of this 31st day
of January,  2000,  by and between  National  R.V.  Holdings,  Inc.,  a Delaware
Corporation  (the  "Company"  or  "NRVH"),   and  Wayne  Mertes,  an  individual
("Executive").

                                    RECITALS

         A. Executive and National R.V.,  Inc., a California  corporation  and a
wholly-owned  subsidiary of the Company ("NRV"), have previously entered into an
Employment Agreement,  dated as of October 29, 1991, as amended by the Amendment
to  Employment  Agreement,  dated as of July 2, 1993,  the Second  Amendment  to
Employment  Agreement,  dated  as of  May  23,  1994,  the  Third  Amendment  to
Employment Agreement,  dated as of October 31, 1996, and the Fourth Amendment to
Employment Agreement, dated as of October 31, 1998 (collectively,  "the Previous
Employment Agreement"),  whereby the Company has employed Executive as President
and Chief Executive Officer of the Company.

         B. The  Executive  and the Company wish to enter into a new  employment
agreement  which  will  extend  the term of the  employment  relationship  until
December 31, 2001.

         C. NRVH  desires to be assured of the  services  of  Executive  for the
Company.

         D.  Executive  is willing and desires to be employed by the Company and
the  Company is  willing to employ  Executive,  upon the  terms,  covenants  and
conditions hereinafter set forth.

                                    AGREEMENT

         NOW,  THEREFORE,  in consideration  of the mutual terms,  covenants and
conditions hereinafter set forth, the parties hereto do hereby agree as follows:

                  1.       Employment.  The Company hereby employs Executive as
President and Chief Executive Officer of the Company.

                  2. Term. The term of this Agreement  shall be from date of its
execution  through  December 31, 2001,  unless  terminated  earlier  pursuant to
Section 6 herein; provided, however, that Executive's obligations in Sections 5,
7 (subject to the last sentence of Section  6.1(5)) and 8 herein shall  continue
in effect after any such termination as though no termination occurred. The term
of this Agreement may be extended by the mutual written agreement of the Company
and the  Executive.  The initial  period  (i.e.,  through  December  31,  2001),
together with any extension thereof, is herein referred to as the "Term."

                  3.        Compensation; Reimbursement.

                           3.1.     Base Salary.  For all services  rendered by
Executive under this  Agreement,  the Company shall pay Executive  a base
salary of  $283,400  per  annum,  payable  biweekly  in equal installments (the
"Base Salary").

                           3.2.     Bonus  Compensation.  The Company shall also
pay to Executive an annual bonus,  to be determined at
the discretion of the Compensation  Committee,  which has engaged a compensation
consultant,  William M. Mercer,  Inc.,  to advise it with regard to  Executive's
compensation.  Executive's annual bonus, however, shall in no event be less than
the Bonus Compensation provided for in the Previous Employment Agreement.

                           3.3.     Additional Benefits.  (a) In addition to the
 Base Salary,  Executive shall be entitled to all other
benefits of  employment  which are  generally  provided to senior  management of
NRVH,  including  three weeks of paid vacation  each year,  use of the apartment
located in the Company's offices, and use of an automobile. (b) In addition, the
Company shall provide Executive with a split dollar life insurance policy in the
face amount of  $2,950,000  and an annual  premium not greater than $150,000 per
year,  as set forth in the Previous  Employment  Agreement.  The Company and the
Executive agree that the Company shall own the cash value of the policy and that
the Company will be entitled to withdraw from the policy $92,601 per annum until
the aggregate  premiums paid by the Company to the insurance carrier are repaid.
To insure the  repayment to the Company of the  aggregate  premiums  paid by the
Company,  the parties  agree that upon the death of the  Executive,  the Company
shall be entitled to receive from the policy's death benefits the greater of the
aggregate  premiums  not  thereto  fore  repaid to the Company and the then cash
value of the  insurance  policy.  The parties  agree to enter into any necessary
agreements with the insurance carrier to reflect the foregoing.

                           3.4.     Reimbursement.  Executive shall be
reimbursed for all reasonable  "out-of-pocket" business expenses
incurred in connection  with the performance of his duties under this Agreement.
The  reimbursement of Executive's  business  expenses shall be upon presentation
to,  and  approval  by,  the  Company of valid  receipts  and other  appropriate
documentation for such expenses.

                  4.       Scope of Duties.

                           4.1.     Assignment of Duties.  Executive  shall have
such duties as are  commensurate  with his  experience
and responsibilities and as are consistent with past practice. Such duties shall
be exercised  subject to the control,  supervision and direction of the Board of
Directors of NRVH.

                           4.2.     Executive's  Devotion  of Time.  Executive
hereby  agrees to devote his full time,  abilities  and
energy to the  faithful  performance  of the duties  assigned  to him and to the
promotion and forwarding of the business affairs of the Company. Executive shall
have no other employment during the Term of this Agreement.

                  5.       Confidentiality of Trade Secrets and Other Materials.

                           5.1.     Trade Secrets.  Other than in the
performance  of his duties  hereunder,  Executive  agrees not to
disclose, either during the term of his employment by the Company or at any time
thereafter,   to  any  person,  firm  or  corporation,   any  trade  secrets  or
confidential  information  of the Company  including  but not limited to,  trade
secrets,  lists of past or present  clients or  customers,  client or consultant
contracts,  product or  service  development  plans,  floor  plans and  designs,
marketing plans, pricing pollicies, business acquisition plans or any portion or
phase of any  technical  information,  technique,  method,  process,  procedure,
technology, or know-how (whether or not in written or tangible form) used by the
Company  or  any  portion  of  phase  of  any  technical   information,   ideas,
discoveries,  designs,  computer  programs  (including  source or object codes),
processes,  procedures, formulae or improvements of the Company that is valuable
(whether or not in written or tangible form) and including all memoranda, notes,
plans,  reports,  records,  documents and other  evidence  thereof and any other
information of whatever  nature which gives the Company an opportunity to obtain
an advantage over its competitors who do not have access or know how to use such
information  shall be  considered  a "trade  secret"  for the  purposes  of this
Agreement.

                           5.2.     Ownership of Trade  Secrets;  Assignments
of Rights.  Executive  hereby  agrees that all know-how,
documents,  reports, plans, proposals,  marketing and sales plans, client lists,
client files and materials made by him or by the Company are the property of the
Company  and  shall  not be  used  by him in any way  adverse  to the  Company's
interests.  Executive  shall not  deliver,  reproduce  or in any way allow  such
documents or things to be delivered or used by any third party without  specific
direction or consent by the Board of Directors of the Company.  Executive hereby
assigns to the Company any rights  which he may have in any such trade secret or
proprietary information.

                  6.       Termination.

                           6.1.     Bases for Termination.

                                    (1)  Executive's  employment  hereunder may
be  terminated  at any time by mutual  agreement of the
parties.

                                    (2)  This  Agreement   shall   automatically
terminate upon the Executive's death or incapacity.
"Incapacity," as used herein, shall mean mental or physical incapacity, or both,
reasonably  determined  by  the  Company's  Board  of  Directors  based  upon  a
certification of such incapacity by, in the discretion of the Company's Board of
Directors,  either Executive's  regularly attending physician or a duly licensed
physician  selected by the  Company's  Board of Directors,  rendering  Executive
unable to perform  substantially  all of his duties  hereunder and which appears
reasonably  certain  to  continue  for at  least  60  consecutive  days  without
substantial   improvement.   Executive   shall  be   deemed   to  have   "become
incapacitated"  on the date the Company's Board of Directors has determined that
Executive is incapacitated and so notifies Executive.

                                    (3) Executive's employment may be terminated
by the Company "with cause," effective upon delivery
of written  notice to Executive  given at any time  (without any  necessity  for
prior  notice) upon the  occurrence of (i) a felony  criminal  conviction or any
other criminal conviction  involving  Executive's lack of honesty or Executive's
moral  turpitude;  (ii) drug or alcohol abuse;  (iii) acts of dishonesty,  gross
carelessness  or negligence or gross  misconduct  which have, in the  reasonable
judgment of the Company's Board of Directors,  a material  adverse effect on the
Company; or (iv) material breach of any provision of this Agreement.

                                    (4) Executive's  employment may be
terminated by the Company  "without cause" (for any reason or no
reason at all) at any time by giving  Executive  three days prior written notice
of termination, which termination shall be effective on the fourth day following
such notice.

                                    (5) Executive may terminate  this  Agreement
immediately upon a "Change in Control." "Change in
Control," as used herein, shall mean any of the following:  (1) the sale by NRVH
of substantially all of the stock,  business operations,  or assets of NRVH, (2)
the  merger of NRVH  with or into  another  corporation  or  consolidation  into
another  corporation in a transaction in which the  shareholders of NRVH are not
majority  shareholders  or voting  equity  holders in the  combined or successor
entity,  or (3) the  acquisition by any person of more than fifty percent of the
stock  of  NRVH.  If  Executive  terminates  his  employment  pursuant  to  this
paragraph,   Executive   is  no  longer  bound  by  the  terms  of  Section  7.1
(Non-Competition) or Section 7.2 (Non-Interference) below.

                           6.2.     Payment Upon Termination.

                                    (1) If Executive's  employment  under this
Agreement is terminated  under Paragraph  6.1(4) herein,
the Company  shall pay to  Executive,  in the manner set forth below,  an amount
equal to the sum of (a) Executive's Base Salary through the remaining portion of
the Term,  less any  compensation  actually  earned or accrued by Executive  for
services rendered  elsewhere to himself or any other person or entity;  plus (b)
any unpaid out-of-pocket expenses incurred by the Executive prior to the date of
termination  which are  reimbursable  pursuant to Section 3.4 herein.  After the
Company's  termination of Executive under this provision,  the Company shall not
be  obligated  to provide the  benefits to  Executive  described  in Section 3.3
(except as may be required by law).  Payments  made above shall be made in equal
installments over such period of time on regularly scheduled Company paydays.

                                    (2) Upon  termination  under Paragraphs
6.1(1),  (2) or (3), the Company shall not be obligated to
compensate  Executive,   his  estate  or  representatives,   except  for  unpaid
out-of-pocket   expenses  incurred  by  the  Executive  prior  to  the  date  of
termination which are reimbursable  pursuant to Section 3.4 herein,  nor provide
the benefits to Executive described in Section 3.3 (except as provided by law).

                                    (3) Upon termination under Paragraph 6.1(5),
the Company shall pay Executive only his Base Salary
through the date of  termination,  any benefits under any Plan of the Company in
which the Executive is a participant  to the full extent of  Executive's  rights
under such plans, any accrued vacation,  and any unpaid  out-of-pocket  expenses
incurred  by  the  Executive  prior  to  the  date  of  termination   which  are
reimbursable pursuant to Section 3.4 herein.

                           6.3.     Dismissal from Premises.  At the Company's
option,  Executive shall immediately leave the Company's premises on the date
notice of termination is given by the Company.

                  7. Non-Competition/Non-Interference.

                           7.1.     Non-Competition.

                                    (1)  Executive  covenants  and  agrees  that
during the term of this Agreement, neither the Executive
nor any entity of which 5% or more of the beneficial  ownership is held or owned
directly or indirectly by the Executive or controlled  directly or indirectly by
the Executive  ("Executive  Entity") will,  anywhere in the Market,  directly or
indirectly  own,  manage,  operate,  advise  (whether or not for  compensation),
control,  invest or acquire an interest in, or otherwise  engage or  participate
in,  whether as a proprietor,  partner,  stockholder,  director,  officer,  "Key
Employee" (defined herein to include any person who is employed in a management,
executive,  supervisory,  marketing or sales capacity for another person), joint
venturer, lender, investor or other participant, in any business which competes,
directly or  indirectly,  with the  Business  ("Competitive  Business")  without
regard to (X) whether the Competitive Business has its office,  manufacturing or
other business  facilities within or without the Market,  (Y) whether any of the
activities of the Executive  referred to above occur or are performed  within or
without  the  Market or (Z)  whether  the  Executive  resides,  or reports to an
office, within or without the Market.

                                    (2) For purposes of this Agreement,  (A) the
"Business" refers to any business conducted by the
Company prior to the date of this  Agreement or by the Company  during the Term,
and (B) the  "Market"  refers to any and  every  state in the  United  States of
America  or in any  similar  jurisdiction  of any  foreign  country in which the
Business is so conducted.

                           7.2.     Non-Interference.

                                    (1) In  consideration of all of the payments
due to him hereunder,  Executive  covenants and agrees
that during the term of this  Agreement  neither the Executive nor any Executive
Entity will  directly or indirectly  solicit,  induce or influence any customer,
supplier,  lender,  lessor or any other person which has a business relationship
with  the  Company  or which  had on the date of the end of the Term a  business
relationship  with the  Company  to  discontinue  or reduce  the  extent of such
relationship with the Company or its subsidiaries, if any.

                                    (2) In  consideration of all of the payments
due to him hereunder,  Executive  covenants and agrees
that during the Term of this Agreement,  neither the Executive nor any Executive
Entity will (A) directly or indirectly  recruit,  solicit or otherwise induce or
influence  any  employee  or sales  agent of the  Company  to  discontinue  such
employment  or agency  relationship  with the Company,  or (B) employ or seek to
employ, or cause or permit any Competitive  Business to employ or seek to employ
for any Competitive Business,  any person who is then (or was at any time within
six months prior to the date the Executive or the Competitive  Business  employs
or seeks to employ such person)  employed by the Company.  Nothing  herein shall
prevent the Executive from providing a letter of  recommendation  to an employee
with respect to a future employment opportunity.

                  8.       Injunctive Relief; Independence and Severability of
Covenants.

                           8.1.     Injunctive  Relief.  Executive  acknowledges
 and agrees that, in the event of any breach or likely
breach of any of the  covenants of Sections 5 and 7 herein,  the Company and any
relevant  affiliate(s)  would incur damages in an amount  difficult to ascertain
and/or be  irreparably  harmed  and could not be made whole  solely by  monetary
damages.  It is accordingly  agreed that such persons,  in addition to any other
remedy to which they may be entitled  at law or in equity,  shall be entitled to
injunctive  relief in respect of such breach or likely  breach as may be ordered
by any  court of  competent  jurisdiction  including,  but not  limited  to,  an
injunction  restraining any violation of Sections 5 and 7 herein and without the
proof of actual  damages.  It is intended to grant full third party rights under
this provision.

                           8.2.     Independence  and Severability of Covenants.
Executive  acknowledges and agrees that the covenants
and other  provisions set forth in Sections 5 and 7 herein and in this Section 8
are reasonable,  including with respect to duration and subject matter, and that
he is receiving  valuable and adequate  consideration  for such covenants  under
this Agreement. The parties acknowledge that it is their intention that all such
covenants and provisions be  enforceable  to the fullest  extent  possible under
applicable  law. If any of the provisions set forth in Sections 5 or 7 and or in
this Section 8 is found to be in  unenforceable  in any  instance,  such finding
shall not preclude any other  enforcement  of such  provisions  and reference is
made to Section 9.2. If any of the provisions set forth in Sections 5 or 7 or in
this  Section 8 is found to be invalid,  such  finding or  invalidity  shall not
affect the validity of the remaining  provisions  and the  provisions of Section
9.2 will apply.

                  9.       Miscellaneous.

                           9.1.     Transfer and  Assignment.  This  Agreement
is personal as to Executive and shall not be assigned or
transferred by Executive without the prior written consent of the Company.  This
Agreement shall be binding upon, and inure to, the benefit of all of the parties
hereto  and  their  respective   permitted  heirs,   personal   representatives,
successors and assigns.

                           9.2.     Severability.  Nothing  contained  herein
shall be construed to require the  commission  of any act
contrary to law. Should there be any conflict between any provisions  hereof and
any  present  or  future  statute,   law,   ordinance,   regulation,   or  other
pronouncement  having  the  force of law,  the  latter  shall  prevail,  but the
provision of this Agreement affected thereby shall be curtailed and limited only
to the extent  necessary to bring it within the requirements of the law, and the
remaining provisions of this Agreement shall remain in full force and effect.

                           9.3.     Governing  Law.  This  Agreement is made
under and shall be  construed  pursuant to the laws of the State of California.

                           9.4.     Counterparts.  This  Agreement  may be
executed  in  several  counterparts  and all  documents  so executed shall
constitute one agreement,  binding on all of the parties hereto, notwithstanding
that all of the parties  did not sign the  original or the same counterparts,

                           9.5.     Entire  Agreement.  This  Agreement
constitutes  the entire  agreement  and  understanding  of the
parties with respect to the subject  matter hereof and supersedes all prior oral
or written agreements,  arrangements and understandings with respect thereto. No
representation,  promises,  inducement,  statement or intention has been made by
any party hereto that is not embodied herein,  and no party shall be bound by or
liable for any alleged representation,  promise,  inducement or statement not so
set forth herein.

                           9.6.     Modification.  This  Agreement may be
modified,  amended,  superseded or cancelled,  and any of the
terms,  covenants,  representations,  warranties  or  conditions  hereof  may be
waived,  only by written instrument executed by the party or parties to be bound
by any such modification, amendment, supersession, cancellation or waiver.

                           9.7.     Waiver.  The  waiver by  either of the
parties,  express  or  implied,  of any  right  under  this
Agreement  or any failure to perform  under this  Agreement  by the other party,
shall not  constitute  or be deemed as a waiver of any other  right  under  this
Agreement or of any other failure to perform  under this  Agreement by the other
party, whether of a similar or dissimilar nature.

                           9.8.     Cumulative  Remedies.  Each and all of the
several rights and remedies  provided in this Agreement,
or by law or in  equity,  shall  be  cumulative,  and no one of  them  shall  be
exclusive  of any other  right or remedy,  and the  exercise  of any one or such
rights or remedies  shall not be deemed a waiver of, or an election to exercise,
any other such right or remedy.

                           9.9.  Headings.  The section and other headings
contained in this Agreement are for reference purposes only and shall not in any
way affect the meaning and interpretation of this Agreement.

                           9.10.  Notices.  Any notice under this  Agreement
must be in writing,  may be  telecopied,  sent by express
24-hour guaranteed  courier,  or hand-delivered,  or may be served by depositing
the same in the  United  States  mail,  addressed  to the party to be  notified,
postage-prepaid and registered or certified with a return receipt requested. The
addresses of the parties for the receipt of notice shall be as follows:

                                    If to Company:

                                            Chairman of the Board.
                                            National R.V. Holdings, Inc.
                                            3411 N. Perris Blvd.
                                            Perris, California  92370

                                    with a copy to :

                                            Stephen M. Davis, Esq.
                                            Heller Ehrman White & McAuliffe
                                            711 5th Avenue
                                            5th Floor
                                            New York, New York  10022

                                    If to Executive:

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

                                    Each notice given by  registered or
certified  mail shall be deemed  delivered and effective on the
date of delivery as shown on the return  receipt,  and each notice  delivered in
any  other  manner  shall be  deemed  to be  effective  as of the time of actual
delivery thereof.  Each party may change its address for notice by giving notice
thereof in the manner provided above.

                           9.11.    Survival.  Any  provision of this  Agreement
which  imposes an  obligation  after  termination  or
expiration of this Agreement shall survive the termination or expiration of this
Agreement and be binding on Executive and the Company.


                                    IN WITNESS WHEREOF,  the parties hereto have
caused this Employment  Agreement to be executed as of the date first set forth
above.

                                            NATIONAL R.V. HOLDINGS, INC.



                                            By:_____________________________

                                                     Name:
                                                     Title:



                                                     Executive



<PAGE>
                                                                   Exhibit 10.10

                              EMPLOYMENT AGREEMENT

         This Employment  Agreement is made and entered into as of this 31st day
of January, 2000, by and between Country Coach, Inc., an Oregon Corporation (the
"Company" or "CCI"), and Robert B. Lee, an individual ("Executive").

                                    RECITALS
         A. The Company and Executive have previously entered into an Employment
Agreement,  dated  as of  November  6,  1996,  and an  Amendment  to  Employment
Agreement, dated as of November 2, 1999 (collectively,  "the Previous Employment
Agreement"), whereby the Company has employed Executive as Chairman of CCI.

         B. The  Executive  and the Company wish to enter into a new  employment
agreement  which  will  extend  the term of the  employment  relationship  until
December 31, 2001.

         C.  National  R.V.  Holdings,  Inc.,  a Delaware  corporation  ("NRVH")
entered into a Share  Exchange  Agreement,  dated October 22, 1996,  with CCI by
which NRVH acquired all of the Common Stock of CCI.

         D. NRVH desires to be assured of the services of Executive for CCI.

         E.  Executive  is willing and desires to be employed by the Company and
the  Company is  willing to employ  Executive,  upon the  terms,  covenants  and
conditions hereinafter set forth.

                                    AGREEMENT

         NOW,  THEREFORE,  in consideration  of the mutual terms,  covenants and
conditions hereinafter set forth, the parties hereto do hereby agree as follows:

                  1.       Employment.  The Company hereby employs Executive as
Chairman of the CCI.

                  2. Term. The term of this Agreement  shall be from date of its
execution  through  December 31, 2001,  unless  terminated  earlier  pursuant to
Section 6 herein; provided, however, that Executive's obligations in Sections 5,
7 (subject to the last sentence of Section  6.1(5)) and 8 herein shall  continue
in effect after any such termination as though no termination occurred. The term
of this Agreement may be extended by the mutual written agreement of the Company
and the  Executive.  The initial  period  (i.e.,  through  December  31,  2001),
together with any extension thereof, is herein referred to as the "Term."

                  3.       Compensation; Reimbursement.

                           3.1.     Base Salary.  For all services  rendered by
Executive under this  Agreement,  the Company shall pay
Executive  a base  salary of  $210,000  per  annum,  payable  biweekly  in equal
installments (the "Base Salary").

                           3.2.     Bonus  Compensation.  The Company shall also
pay to Executive an annual bonus,  to be determined at
the discretion of the Compensation  Committee,  which has engaged a compensation
consultant,  William M. Mercer,  Inc.,  to advise it with regard to  Executive's
compensation.  Executive's annual bonus, however, shall in no event be less than
the Bonus Compensation provided for in the Previous Employment Agreement.

                           3.3.     Additional  Benefits.  In addition  to the
Base  Salary,  Executive  shall be entitled to all other
benefits of employment which are generally  provided to senior management of CCI
and NRVH.  On an  annual  basis,  Executive  shall be  entitled  to  purchase  a
motorhome at cost from the Company.

                           3.4.     Reimbursement.  Executive shall be
reimbursed for all reasonable  "out-of-pocket" business expenses
incurred in connection  with the performance of his duties under this Agreement.
The  reimbursement of Executive's  business  expenses shall be upon presentation
to,  and  approval  by,  the  Company of valid  receipts  and other  appropriate
documentation for such expenses.

                  4. Scope of Duties.

                           4.1.     Assignment of Duties.  Executive  shall have
such duties as are  commensurate  with his  experience
and responsibilities and as are consistent with past practice. Such duties shall
be exercised  subject to the control,  supervision and direction of the Board of
Directors of NRVH.

                           4.2.     Executive's  Devotion  of Time.  Executive
hereby  agrees to devote his full time,  abilities  and
energy to the  faithful  performance  of the duties  assigned  to him and to the
promotion and forwarding of the business affairs of the Company. Executive shall
have no other employment during the Term of this Agreement.

                           4.3.     Board of Directors.  While  Executive is
employed by the Company  hereunder,  Executive  shall be a member of the Board
of Directors of CCI.

                  5.       Confidentiality of Trade Secrets and Other Materials.

                           5.1.     Trade Secrets.  Other than in the
performance  of his duties  hereunder,  Executive  agrees not to
disclose, either during the term of his employment by the Company or at any time
thereafter,   to  any  person,  firm  or  corporation,   any  trade  secrets  or
confidential  information  of the Company or CCI  including  but not limited to,
trade  secrets,  lists  of past or  present  clients  or  customers,  client  or
consultant  contracts,  product or service  development  plans,  floor plans and
designs,  marketing plans, pricing pollicies,  business acquisition plans or any
portion  or phase of any  technical  information,  technique,  method,  process,
procedure,  technology, or know-how (whether or not in written or tangible form)
used by the Company or CCI or any portion of phase of any technical information,
ideas,  discoveries,  designs,  computer  programs  (including  source or object
codes),  processes,  procedures,  formulae or improvements of the Company or CCI
that is valuable  (whether or not in written or tangible form) and including all
memoranda,  notes, plans, reports, records, documents and other evidence thereof
and any other  information of whatever  nature which gives the Company or CCI an
opportunity to obtain an advantage over its  competitors  who do not have access
or know how to use such information shall be considered a "trade secret" for the
purposes of this Agreement.

                           5.2.     Ownership of Trade  Secrets;  Assignments
of Rights.  Executive  hereby  agrees that all know-how,
documents,  reports, plans, proposals,  marketing and sales plans, client lists,
client files and materials made by him or by the Company are the property of the
Company  and  shall  not be  used  by him in any way  adverse  to the  Company's
interests.  Executive  shall not  deliver,  reproduce  or in any way allow  such
documents or things to be delivered or used by any third party without  specific
direction or consent by the Board of Directors of the Company.  Executive hereby
assigns to the Company any rights  which he may have in any such trade secret or
proprietary information.

                  6.       Termination.

                           6.1.     Bases for Termination.

                                    (1)  Executive's  employment  hereunder may
be  terminated  at any time by mutual  agreement of the parties.

                                    (2)  This  Agreement   shall   automatically
terminate upon the Executive's death or incapacity.
"Incapacity," as used herein, shall mean mental or physical incapacity, or both,
reasonably  determined  by  the  Company's  Board  of  Directors  based  upon  a
certification of such incapacity by, in the discretion of the Company's Board of
Directors,  either Executive's  regularly attending physician or a duly licensed
physician  selected by the  Company's  Board of Directors,  rendering  Executive
unable to perform  substantially  all of his duties  hereunder and which appears
reasonably  certain  to  continue  for at  least  60  consecutive  days  without
substantial   improvement.   Executive   shall  be   deemed   to  have   "become
incapacitated"  on the date the Company's Board of Directors has determined that
Executive is incapacitated and so notifies Executive.

                                    (3) Executive's employment may be terminated
by the Company "with cause," effective upon delivery
of written  notice to Executive  given at any time  (without any  necessity  for
prior  notice) upon the  occurrence of (i) a felony  criminal  conviction or any
other criminal conviction  involving  Executive's lack of honesty or Executive's
moral  turpitude;  (ii) drug or alcohol abuse;  (iii) acts of dishonesty,  gross
carelessness  or negligence or gross  misconduct  which have, in the  reasonable
judgment of the Company's Board of Directors,  a material  adverse effect on the
Company; or (iv) material breach of any provision of this Agreement.

                                    (4) Executive's  employment may be
terminated by the Company  "without cause" (for any reason or no
reason at all) at any time by giving  Executive  three days prior written notice
of termination, which termination shall be effective on the fourth day following
such notice.

                                    (5) Executive may terminate  this  Agreement
immediately upon a "Change in Control." "Change in
Control," as used herein, shall mean any of the following:  (1) the sale by NRVH
of substantially all of the stock,  business operations,  or assets of NRVH, (2)
the  merger of NRVH  with or into  another  corporation  or  consolidation  into
another  corporation  in  which  the  shareholders  of  NRVH  are  not  majority
shareholders  or voting equity holders in the combined or successor  entity,  or
(3) the  acquisition  by any person of more than  fifty  percent of the stock of
NRVH.  If  Executive  terminates  his  employment  pursuant  to this  paragraph,
Executive  is no longer bound by the terms of Section 7.1  (Non-Competition)  or
Section 7.2 (Non-Interference) below.

                           6.2.     Payment Upon Termination.

                                    (1) If Executive's  employment  under this
Agreement is terminated  under Paragraph  6.1(4) herein,
the Company  shall pay to  Executive,  in the manner set forth below,  an amount
equal to the sum of (a) Executive's Base Salary through the remaining portion of
the Term,  less any  compensation  actually  earned or accrued by Executive  for
services rendered  elsewhere to himself or any other person or entity;  plus (b)
any unpaid out-of-pocket expenses incurred by the Executive prior to the date of
termination  which are  reimbursable  pursuant to Section 3.4 herein.  After the
Company's  termination of Executive under this provision,  the Company shall not
be  obligated  to provide the  benefits to  Executive  described  in Section 3.3
(except as may be required by law).  Payments  made above shall be made in equal
installments over such period of time on regularly scheduled Company paydays.

                                    (2) Upon  termination  under Paragraphs
6.1(1),  (2) or (3), the Company shall not be obligated to
compensate  Executive,   his  estate  or  representatives,   except  for  unpaid
out-of-pocket   expenses  incurred  by  the  Executive  prior  to  the  date  of
termination which are reimbursable  pursuant to Section 3.4 herein,  nor provide
the benefits to Executive described in Section 3.3 (except as provided by law).

                                    (3) Upon termination under Paragraph 6.1(5),
the Company shall pay Executive only his Base Salary
through the date of  termination,  any benefits under any Plan of the Company in
which the Executive is a participant  to the full extent of  Executive's  rights
under such plans, any accrued vacation,  and any unpaid  out-of-pocket  expenses
incurred  by  the  Executive  prior  to  the  date  of  termination   which  are
reimbursable pursuant to Section 3.4 herein.

                           6.3.     Dismissal from Premises.  At the Company's
option,  Executive shall immediately leave the Company's premises on the date
notice of termination is given by the Company.

                           6.4.     Resignation  as  Director.  Executive
agrees  that if he leaves  the  employ of the  Company,  for whatever reason
whatsoever,  Executive shall immediately resign as a director of NRVH and CCI.

                  7. Non-Competition/Non-Interference.

                           7.1.     Non-Competition.

                                    (1)  Executive  covenants  and  agrees  that
during the term of this Agreement (the "Restricted
Period"),  neither  the  Executive  nor any  entity  of  which 5% or more of the
beneficial ownership is held or owned directly or indirectly by the Executive or
controlled  directly or indirectly by the Executive  ("Executive  Entity") will,
anywhere in the Market,  directly or indirectly  own,  manage,  operate,  advise
(whether or not for compensation), control, invest or acquire an interest in, or
otherwise   engage  or  participate  in,  whether  as  a  proprietor,   partner,
stockholder,  director,  officer,  "Key Employee" (defined herein to include any
person who is employed in a  management,  executive,  supervisory,  marketing or
sales capacity for another person),  joint venturer,  lender,  investor or other
participant,  in any business which competes,  directly or indirectly,  with the
Business ("Competitive  Business") without regard to (X) whether the Competitive
Business has its office,  manufacturing or other business  facilities  within or
without the Market,  (Y) whether any of the activities of the Executive referred
to above occur or are performed  within or without the Market or (Z) whether the
Executive resides, or reports to an office, within or without the Market.

                                    (2) For purposes of this Agreement,  (A) the
"Business" refers to any business conducted by the
Company prior to the date of this  Agreement or by the Company  during the Term,
and (B) the  "Market"  refers to any and  every  state in the  United  States of
America  or in any  similar  jurisdiction  of any  foreign  country in which the
Business is so conducted.

                           7.2.     Non-Interference.

                                    (1) In  consideration of all of the payments
due to him hereunder,  Executive  covenants and agrees
that during the  Restricted  Period,  neither the  Executive  nor any  Executive
Entity will  directly or indirectly  solicit,  induce or influence any customer,
supplier,  lender,  lessor or any other person which has a business relationship
with  the  Company  or which  had on the date of the end of the Term a  business
relationship  with the  Company  to  discontinue  or reduce  the  extent of such
relationship with the Company or its subsidiaries, if any.

                                    (2) In  consideration of all of the payments
due to him hereunder,  Executive  covenants and agrees
that during the  Restricted  Period,  neither the  Executive  nor any  Executive
Entity will (A) directly or indirectly  recruit,  solicit or otherwise induce or
influence  any  employee  or sales  agent of the  Company  to  discontinue  such
employment  or agency  relationship  with the Company,  or (B) employ or seek to
employ, or cause or permit any Competitive  Business to employ or seek to employ
for any Competitive Business,  any person who is then (or was at any time within
six months prior to the date the Executive or the Competitive  Business  employs
or seeks to employ such person)  employed by the Company.  Nothing  herein shall
prevent the Executive from providing a letter of  recommendation  to an employee
with respect to a future employment opportunity.

                  8.       Injunctive Relief; Independence and Severability of
Covenants.

                           8.1.     Injunctive  Relief.  Executive  acknowledges
and agrees that, in the event of any breach or likely
breach of any of the  covenants of Sections 5 and 7 herein,  the Company and any
relevant  affiliate(s)  would incur damages in an amount  difficult to ascertain
and/or be  irreparably  harmed  and could not be made whole  solely by  monetary
damages.  It is accordingly  agreed that such persons,  in addition to any other
remedy to which they may be entitled  at law or in equity,  shall be entitled to
injunctive  relief in respect of such breach or likely  breach as may be ordered
by any  court of  competent  jurisdiction  including,  but not  limited  to,  an
injunction  restraining any violation of Sections 5 and 7 herein and without the
proof of actual  damages.  It is intended to grant full third party rights under
this provision.

                           8.2.     Independence  and Severability of Covenants.
Executive  acknowledges and agrees that the covenants
and other  provisions set forth in Sections 5 and 7 herein and in this Section 8
are reasonable,  including with respect to duration and subject matter, and that
he is receiving  valuable and adequate  consideration  for such covenants  under
this Agreement. The parties acknowledge that it is their intention that all such
covenants and provisions be  enforceable  to the fullest  extent  possible under
applicable  law. If any of the provisions set forth in Sections 5 or 7 and or in
this Section 8 is found to be in  unenforceable  in any  instance,  such finding
shall not preclude any other  enforcement  of such  provisions  and reference is
made to Section 9.2. If any of the provisions set forth in Sections 5 or 7 or in
this  Section 8 is found to be invalid,  such  finding or  invalidity  shall not
affect the validity of the remaining  provisions  and the  provisions of Section
10.2 will apply.

                  9. Voting.  NRVH agrees that while this Agreement is in effect
and  Executive is an employee of the Company,  it will nominate and use its best
efforts to elect the  Executive  as a director of NRVH and,  with respect to the
election  of  directors  of  NRVH,  Executive  will  vote  all  shares  of  NRVH
beneficially  owned by him, or cause such shares to be voted, for the management
slate of directors proposed by NRVH.

                  10.      Miscellaneous.

                           10.1.    Transfer and  Assignment.  This  Agreement
is personal as to Executive and shall not be assigned or
transferred by Executive without the prior written consent of the Company.  This
Agreement shall be binding upon, and inure to, the benefit of all of the parties
hereto  and  their  respective   permitted  heirs,   personal   representatives,
successors and assigns.

                           10.2.    Severability.  Nothing  contained  herein
shall be construed to require the  commission  of any act
contrary to law. Should there be any conflict between any provisions  hereof and
any  present  or  future  statute,   law,   ordinance,   regulation,   or  other
pronouncement  having  the  force of law,  the  latter  shall  prevail,  but the
provision of this Agreement affected thereby shall be curtailed and limited only
to the extent  necessary to bring it within the requirements of the law, and the
remaining provisions of this Agreement shall remain in full force and effect.

                           10.3.    Governing  Law.  This  Agreement is made
under and shall be  construed  pursuant to the laws of the State of Oregon.

                           10.4.    Counterparts.  This  Agreement  may be
executed  in  several  counterparts  and all  documents  so
executed shall  constitute one agreement,  binding on all of the parties hereto,
notwithstanding  that all of the parties  did not sign the  original or the same
counterparts,

                           10.5.    Entire  Agreement.  This  Agreement
constitutes  the entire  agreement  and  understanding  of the
parties with respect to the subject  matter hereof and supersedes all prior oral
or written agreements,  arrangements and understandings with respect thereto. No
representation,  promises,  inducement,  statement or intention has been made by
any party hereto that is not embodied herein,  and no party shall be bound by or
liable for any alleged representation,  promise,  inducement or statement not so
set forth herein.

                           10.6.    Modification.  This  Agreement may be
modified,  amended,  superseded or cancelled,  and any of the
terms,  covenants,  representations,  warranties  or  conditions  hereof  may be
waived,  only by written instrument executed by the party or parties to be bound
by any such modification, amendment, supersession, cancellation or waiver.

                           10.7.    Waiver.  The  waiver by  either of the
parties,  express  or  implied,  of any  right  under  this
Agreement  or any failure to perform  under this  Agreement  by the other party,
shall not  constitute  or be deemed as a waiver of any other  right  under  this
Agreement or of any other failure to perform  under this  Agreement by the other
party, whether of a similar or dissimilar nature.

                           10.8.    Cumulative  Remedies.  Each and all of the
several rights and remedies  provided in this Agreement,
or by law or in  equity,  shall  be  cumulative,  and no one of  them  shall  be
exclusive  of any other  right or remedy,  and the  exercise  of any one or such
rights or remedies  shall not be deemed a waiver of, or an election to exercise,
any other such right or remedy.

                           10.9.    Headings.  The section and other headings
contained in this  Agreement are for reference  purposes only and shall not in
any way affect the meaning and interpretation of this Agreement.

                           10.10.   Notices.  Any notice under this  Agreement
must be in writing,  may be telecopied,  sent by express
24-hour guaranteed  courier,  or hand-delivered,  or may be served by depositing
the same in the  United  States  mail,  addressed  to the party to be  notified,
postage-prepaid and registered or certified with a return receipt requested. The
addresses of the parties for the receipt of notice shall be as follows:

                                    If to CCI:

                                            Country Coach, Inc.
                                            135 East First Street
                                            Junction City, Oregon 97448

                                    with a copy to NRVH:

                                            National R.V. Holdings, Inc.
                                            3411 N. Perris Blvd.
                                            Perris, California 92571
                                            Attention:  Chief Executive Officer

                                    If to Executive:

                                            Robert B. Lee
                                            1021 Quince Drive
                                            Junction City, OR  97448

                                    Each notice given by  registered or
certified  mail shall be deemed  delivered and effective on the
date of delivery as shown on the return  receipt,  and each notice  delivered in
any  other  manner  shall be  deemed  to be  effective  as of the time of actual
delivery thereof.  Each party may change its address for notice by giving notice
thereof in the manner provided above.

                           10.11.  Survival.  Any  provision  of this  Agreement
which  imposes an  obligation  after  termination  or
expiration of this Agreement shall survive the termination or expiration of this
Agreement and be binding on Executive and the Company.

                                    IN WITNESS WHEREOF,  the parties hereto have
caused this Employment  Agreement to be executed as of the date first set forth
above.





                                   COUNTRY COACH, INC.


                                     By: ______________________________
                                     Name:
                                     Title:





                                    Executive




<PAGE>
                                                                    Exhibit 23.1






                       CONSENT OF INDEPENDENT ACCOUNTANTS


     We hereby  consent to the  incorporation  by reference in the  Registration
Statement on Form S-8 (No.  333-41905)  of National R.V.  Holdings,  Inc. of our
report  dated  February  11,  2000  relating  to the  financial  statements  and
financial statement schedule, which appears in this Form 10-K.



PricewaterhouseCoopers LLP

Los Angeles, California
March 27, 2000



<PAGE>
                                                                    Exhibit 99.1

                Factors that May Affect Future Operating Results

POTENTIAL  FLUCTUATIONS  IN OPERATING  RESULTS The  Company's  net sales,  gross
margin and operating results may fluctuate  significantly  from period to period
due to factors  such as the mix of  products  sold,  the  ability to utilize and
expand manufacturing resources efficiently, material shortages, the introduction
and consumer acceptance of new models offered by the Company,  competition,  the
addition or loss of dealers,  the timing of trade shows and rallies, and factors
affecting  the  recreational  vehicle  industry  as a whole.  In  addition,  the
Company's  overall gross margin on its products may decline in future periods to
the  extent  the  Company  increases  its sales of lower  gross  margin  towable
products or if the mix of motor coaches sold shifts to lower gross margin units.
Due to  the  relatively  high  selling  prices  of the  Company's  products  (in
particular,  its High-Line Class A motor coaches),  a relatively small variation
in  the  number  of  recreational  vehicles  sold  in  any  quarter  can  have a
significant effect on sales and operating results for that quarter.

CyclicalITY AND Seasonality The RV industry has been  characterized by cycles of
growth and  contraction  in  consumer  demand,  reflecting  prevailing  economic
conditions which affect disposable income for leisure-time activities.  Concerns
about the availability and price of gasoline,  decreases in consumer confidence,
increases in interest rates and reductions in available  financing have had, and
may in the future have, an adverse impact on RV sales.  Seasonal  factors,  over
which the  Company  has no  control,  also have an effect on the  demand for the
Company's  products.  Demand in the RV industry declines over the winter season,
while sales are generally highest during the spring and summer months.

Integration  of Acquired  Businesses;  Management of Growth One of the Company's
objectives  is to  acquire  businesses  in the RV  industry  or  related  areas.
Successfully accomplishing this goal depends upon a number of factors, including
the  Company's  ability  to  find  suitable  acquisition  candidates,  negotiate
acquisitions on acceptable terms, retain key personnel of the acquired entities,
hire  and  train  other  competent  managers,  and  effectively  and  profitably
integrate the operations of the acquired  businesses into the Company's existing
operations.  The  process  of  integrating  acquired  businesses  may  require a
significant   amount  of  resources  and  management   attention,   which  could
temporarily detract attention from the day-to-day  business of the Company.  The
Company's  ability to manage its growth  effectively will require it to continue
to improve its  operational,  financial and management  information  systems and
controls, and to attract, retain, motivate and manage employees effectively. The
failure of the Company to manage growth in its business effectively could have a
material adverse effect on the financial  condition and results of operations of
the Company.

Expansion of Manufacturing  Facilities In 1999, the Company purchased additional
land in Perris,  California,  Junction City,  Oregon,  and Hillsborough  County,
Florida for planned expansion of manufacturing and service facilities. There can
be no assurance that such  facilities or future  additional  facilities  will be
able to meet the manufacturing  needs of the Company or that the Company will be
able to attract and retain qualified  technical,  supervisory and  manufacturing
personnel  required in order to operate  such  facilities  in an  effective  and
efficient manner.

Dependence  on Certain  Dealers;  Concentration  of  Dealers in Certain  Regions
Although no one dealer  accounted  for more than 10% of the  Company's net sales
during the year ended December 31, 1999, the Company's top ten dealers accounted
for  approximately  43% and 44% of the  Company's  sales  during the years ended
December 31, 1999 and 1998, respectively. The loss by the Company of one or more
of these dealers could have a material adverse effect on the Company's financial
condition and results of operations.  In addition,  a significant portion of the
Company's  sales is from  dealers  located in states in the western  part of the
United States.  Consequently, a general downturn in economic conditions or other
material events in such region could  materially  adversely affect the Company's
sales.

Dependence  on Chassis  Suppliers One of the  principal  components  used in the
manufacture  of  motorhomes  and bus  conversions  is the chassis and bus shell,
respectively,  which  include  the  engine,  drive  train  and  other  operating
components.  Although Country Coach manufactures  chassis used in certain of its
products,  the  Company  obtains  the  required  chassis for most of its Class A
motorhomes  from a limited number of  manufacturers  and the required bus shells
from Prevost Corporation. Prevost is the only manufacturer of bus shells used in
the Company's bus  conversions  and there is only one other  manufacturer of bus
shells in North America. As is standard in the industry,  arrangements with such
suppliers  permit them to terminate their  relationship  with the Company at any
time. Lead times for the delivery of chassis  frequently  exceed five weeks, and
the RV industry as a whole has from time to time experienced temporary shortages
of chassis.

In the second  quarter of 1999,  Ford  announced  a temporary  reduction  in the
availability  of a  particular  chassis  that the Company uses in several of its
current  models.  During the fourth  quarter,  Ford clarified  their position by
stating  that they were going to  allocate  their  chassis to the  manufacturers
based on market share and imposed  additional  reporting  requirements  on them.
Furthermore,  Ford  transferred  the  production  of its chassis  from Mexico to
Michigan and encountered start-up problems in the new facility.  The Company has
a good supply of Ford chassis on hand and is anticipating  that said supply will
adequately see it through Ford's  production  challenges.  The Company presently
believes  that its expected  allocation  of chassis is  sufficient to enable the
growth  planned  for  these  models  and does not  presently  foresee  operating
difficulties with respect to this issue.

If any of the Company's suppliers were to discontinue the manufacture of chassis
utilized by the Company in the manufacture of its Class A motorhomes, materially
reduce  their  availability  to the RV industry in general or limit or terminate
their  availability  to the Company in  particular,  the business and  financial
condition of the Company could be materially and adversely affected.

Potential  Liabilities Under Repurchase Agreements As is common in the industry,
the Company enters into repurchase  agreements  with the financing  institutions
used by its dealers to finance their purchases.  These  agreements  obligate the
Company to purchase a dealer's  inventory  under  certain  circumstances  in the
event of a default by the dealer to its lender.  The risk of loss,  however,  is
spread over many  dealers and is further  reduced by the resale value of the RVs
that the Company would be required to  repurchase.  Although  losses under these
agreements have not been  significant in the past, if the Company were obligated
to  repurchase  a  significant  number of RVs in the future,  it could result in
losses and a reduction in new RV sales.  The  Company's  contingent  obligations
under repurchase agreements vary from period to period and totaled approximately
$104.5 million as of December 31, 1999.

Competition The Company competes with numerous manufacturers, many of which have
multiple  product  lines  of RVs,  are  larger  and have  substantially  greater
financial and other resources than the Company. According to an industry source,
the  two  largest  motorhome   manufacturers  had  sales  aggregating  39.8%  of
industry-wide  retail  unit  sales of  Class A  motorhomes  for the  year  ended
December 31,  1999.  In addition,  sales of used RVs provide  competition  to RV
manufacturers.

Government  Regulation  The Company is subject to the provisions of the National
Traffic and Motor  Vehicle  Safety Act (the "Motor  Vehicle Act") and the safety
standards for RVs and components which have been  promulgated  thereunder by the
Department  of  Transportation.  The Motor Vehicle Act  authorizes  the National
Highway  Traffic Safety  Administration  ("NHTSA") to require a manufacturer  to
recall and repair vehicles which contain certain hazards or defects. The Company
has from time to time instituted  voluntary  recalls of certain motorhome units,
none of which has had a material adverse effect on the Company.

In March,  2000, the Company's  Country Coach subsidiary  received a notice from
NHTSA which  indicated  that NHTSA is  conducting a review of a safety recall by
Country Coach in 1999 concerning certain motorhomes equipped with a slide galley
option  and  requested  certain  information  about  motorhomes  with  slide out
sections  manufactured by Country Coach.  Country Coach intends to respond fully
to NHTSA's  request.  At this time, it is not possible to ascertain  what action
NHTSA may take with respect to such a review,  or what impact,  if any, that the
review may have on the Company's  financial  condition or results of operations.
Future recalls of the Company's  vehicles,  voluntary or  involuntary,  however,
could have a material adverse effect on the Company. The Company is also subject
to numerous  state  consumer  protection  laws and  regulations  relating to the
operation of motor vehicles, including so-called "Lemon Laws."

The Company's  manufacturing  operations are subject to a variety of federal and
state  environmental  regulations  relating  to the  use,  generation,  storage,
treatment,  emissions,  and disposal of hazardous materials and wastes and noise
pollution.  Such laws and  regulations  are becoming more  stringent,  and it is
likely that future  amendments to these  environmental  statutes and  additional
regulations  promulgated  thereunder  will be  applicable  to the  Company,  its
manufacturing  operations  and its  products in the  future.  The failure of the
Company to comply with present or future regulations could result in fines being
imposed on the Company,  potential civil and criminal  liability,  suspension of
production or  operations,  alterations to the  manufacturing  process or costly
cleanup or capital expenditures.

Product  Liability  The  Company  maintains  product  liability  insurance  with
coverage in amounts  which  management  believes  is  reasonable.  To date,  the
Company has been successful in obtaining  product  liability  insurance on terms
the Company considers  acceptable.  Given the nature of the Company's  business,
product liability in excess of the Company's  insurance  coverage,  if incurred,
could have a material adverse effect on the Company.

Antitakeover  Provisions  Certain  provisions  of the Company's  Certificate  of
Incorporation,  as well as Delaware corporate law and the Company's  Stockholder
Rights Plan (the "Rights Plan"), may be deemed to have anti-takeover effects and
may delay, defer or prevent a takeover attempt that a stockholder might consider
in its best  interest.  Such  provisions  also may adversely  affect  prevailing
market  prices  for the  Common  Stock.  Certain  of such  provisions  allow the
Company's Board of Directors to issue, without additional  stockholder approval,
preferred  stock having rights senior to those of the Common Stock. In addition,
the  Company is subject to the  anti-takeover  provisions  of Section 203 of the
Delaware General Corporation Law, which prohibits the Company from engaging in a
"business  combination"  with an "interested  stockholder" for a period of three
years after the date of the transaction in which the person became an interested
stockholder, unless the business combination is approved in a prescribed matter.
In August 1996, the Company  adopted the Rights Plan,  pursuant to which holders
of the Common Stock  received a  distribution  of rights to purchase  additional
shares of Common Stock,  which rights become  exercisable upon the occurrence of
certain events.