EMPLOYMENT AGREEMENT


     THIS  EMPLOYMENT  AGREEMENT (the  "Agreement")  is made and entered into at
Orlando,  Florida on the ____ day of  ________________,  1999, by and between W.
HARDEE MCALHANEY  (hereinafter  referred to as the  "Employee"),  and HOLIDAY RV
SUPERSTORES, INC. (hereinafter referred to as the "Corporation").

     The parties  hereto,  intending  to be legally  bound,  do hereby  agree as
follows:

     1. EMPLOYMENT

     1.1 Position and Duties.  The  Corporation  does hereby employ the Employee
and the Employee hereby accepts such employment as President and Chief Executive
Officer upon the terms and provision set forth in this  Agreement.  The Employee
shall perform all duties assigned to him by the  Corporation,  shall observe and
comply with the Corporation's rules and regulations regarding the performance of
his duties, and shall carry out and perform all orders, directions, and policies
stated to him by the Corporation periodically,  either orally or in writing. The
Employee  shall  carry  out  the  duties  assigned  to  him  in  a  trustworthy,
businesslike, and loyal manner.

     1.2 Place of  Employment.  Unless the parties  agree  otherwise in writing,
during the term of this  Agreement  the  Employee  shall  perform  the  services
required by this  Agreement at the  Corporation's  offices in Orlando,  Florida,
provided,  however,  that the  Corporation  may, from time to time,  require the
Employee to travel temporarily in carrying out his duties.

     2. TERM.  The term of this  Agreement,  and the  employment of the Employee
hereunder,  shall commence on July 1, 1999 (the  "Commencement  Date") and shall
expire on June 30, 2003 unless sooner  terminated  in accordance  with the terms
and conditions hereof.

     3. COMPENSATION

     3.1 Amount of  Compensation.  The  Corporation  shall pay to the Employee a
salary of One Hundred  Thirty-Five  Thousand Dollars  ($135,000.00) per annum or
such  greater  amounts as may be  determined  by the Board of  Directors  of the
Corporation (the "Board") on an annual basis at the start of each year.

     3.2 Bonus.  In addition to the  compensation  described in paragraph 3.1 of
this Agreement,  during each calendar year, or part thereof,  during the term of
this Agreement and any renewal terms, if any, the Employee shall receive a bonus
based upon a  percentage  of the actual net income  before  taxes  ("Actual  Net
Income")  earned by the  Corporation.  Any bonus due  Employee  shall be paid to
Employee  within  ninety  (90)  days  after  the end of the  then  fiscal  year,
calculated as follows:
<PAGE>

<TABLE>
              
                           <c>                         <c>                     <c>
                                   Percentage (%) of Actual
Actual Net Income Before Income     Net Income Before Taxes
              Taxes                                               Potential Bonus           Cumulative Bonus

$ 2      - $2.5 million                     2.0%                      $50,000                   $  50,000
$ 2.5    -   5.0 million                    3.0%                      $75,000                   $125,000
</TABLE>

     3.3 Stock Options.


          3.3.1  For  Actual  Net  Income  in  excess  of Five  Million  Dollars
     ($5,000,000.00),  the  Employee  will receive a stock option for the Common
     Stock of the  Corporation,  based on a  formula  (pro rata  rounded  to the
     nearest  $100) of Fifty  Thousand  (50,000)  options for each Five  Hundred
     Thousand  Dollars  ($500,000.00)  of net pre-tax income over and above Five
     Million dollars ($5,000,000.00). Such an option, if any, will be determined
     within  ninety (90) days of the end of each fiscal year of the  Corporation
     and will be effective as of the first day of the current  fiscal year,  and
     will be in accordance with the existing  Corporation Stock Option Plan, and
     at the  average  closing  price for the  Corporation  Common  Stock for the
     twenty (20)  trading days  preceding  the end of the  Corporation's  fiscal
     year. All determinations will be made by the Corporation in accordance with
     generally accepted accounting  principles which are universally applied. In
     the  event of the  termination  of this  Agreement,  the  Employee  will be
     entitled to a pro-rata  bonus based on actual  results  through the date of
     termination.

          3.3.2 In addition to the stock  options  described in paragraph  3.3.1
     hereof,  within ninety (90) days of the execution  date of this  Agreement,
     the Employee shall be granted  125,000  options to purchase common stock of
     the  Corporation  under the  Corporation  Stock  Option Plan at an exercise
     price of $3.21 per share.

     3.4  Reimbursements.  The Employee  shall be reimbursed by the  Corporation
only for amounts  actually  expended by the Employee in the course of performing
duties for the Corporation where:

          3.4.1   Authorization.   The  Employee  has  been  authorized  by  the
     Corporation to incur such expenses,  or they are reasonably consistent with
     corporate practices or policies.

          3.4.2   Documentation.   The  Employee   tenders   receipts  or  other
     documentation substantiating the amounts as required by the Corporation.

                                       2
<PAGE>

     3.5 Fringe Benefits. The Corporation agrees that the Employee shall also be
entitled to the fringe  benefits  authorized and adopted,  from time to time, by
the Board including  expense  accounts,  a profit sharing plan, the Employee and
dependent medical insurance and an annual physical examination. In addition, the
Corporation may furnish such other benefits to the Employee not specified herein
as its Board shall determine, from time to time, within its discretion, to be in
the best interest of the Corporation and the Employee and which are available to
senior management of the Corporation.

     3.6 Life  Insurance.  On or before November 1, 1999, and during the term of
this Agreement,  the Corporation shall procure,  maintain,  and pay premiums for
convertible  and renewable term life insurance in the amount of $1,000,000  (the
"Life Insurance") for the Employee's life naming his wife,  Beverly W. McAlhaney
as the  beneficiary.  The Employee  shall  receive a copy of the Life  Insurance
policy on or before December 1, 1999.

     3.7 Cash Payout Upon Termination.  Notwithstanding anything to the contrary
in this  Agreement,  in the event the Employee  terminates  this Agreement after
January  1,  2000,  with or  without  cause,  or the  Employer  terminates  this
Agreement at any time, with or without cause, in lieu of Employee  receiving all
compensation bonuses, stock options,  reimbursements,  and benefits due Employee
under this  Agreement  after the  "Termination  Date" (as  defined  below),  the
Corporation  shall pay Employee Two Hundred Fifty  Thousand  Dollars  ($250,000)
(the "Cash Payout"),  $125,000 within ten (10) days of the last date Employee is
employed by the Corporation (the "Termination  Date") and the remaining $125,000
within one hundred eighty (180) days of the Termination Date, provided, however,
that in the event the Agreement is  terminated  during the last year of the term
of this Agreement,  the Cash Payout due Employee shall be pro-rated based on the
Termination Date. The Cash Payout if the Agreement is terminated during the last
year  (the  fourth  year)  of the  term of this  Agreement  shall  be  $250,000,
multiplied by a factor  determined as the number of days between the Termination
Date and June 30, 2003 (the last day of the term of this Agreement),  divided by
365.

     4. COMPETITION.  The Employee agrees that during the term of this Agreement
he   diligently   shall   devote  his  time  and   efforts  to  the  duties  and
responsibilities  assigned to him by the Corporation,  and without prior express
written  authorization  of the  Board,  the  Employee  shall  not,  directly  or
indirectly,  either  alone or in concert  with  others,  during the term of this
Agreement.

     4.1  Other  Services.  Perform  or  render  any  services  of  a  business,
professional or commercial  nature,  relating to service or products  similar to
those of the  Corporation  to or for the  benefit  of any other  person of firm,
whether for compensation or otherwise,  except for personal  investments and for
other activities approved by the Corporation;

                                       3
<PAGE>

     4.2  Competition.   Engage  in  any  activity  directly  or  indirectly  in
competition with or adverse to the Corporation;


     4.3  Solicitation.  Engage in any activity for purposes of  influencing  or
attempting  to  influence  the  Corporation's  customers,   either  directly  or
indirectly, to conduct business with any business enterprise in competition with
the Corporation;

     4.4 Competing  Enterprise.  Undertake or participate in any planning for or
organization of any business activity that is or will be in competition with the
Corporation  in any field(s) or area(s) in which the Employee has worked or with
which the  Employee has come into  contact,  or of which the Employee has gained
knowledge during the term of his employment under this Agreement; or

     4.5 Other  Activities.  Engage in any other  business  activity  that would
materially  interfere with the performance of any of the Employee's  obligations
and duties under this Agreement.

     5. BUSINESS DISCLOSURES.


     5.1  Non-Disclosure.  Except as required by law or applicable  regulations,
the  Employee   agrees  that  during  the  term  of  this  employment  with  the
Corporation,  he  will  not  disclose,  other  than to an  authorized  employee,
officer, or director of the Corporation,  any confidential information as to the
Corporation,   including,  without  limitations,  any  confidential  information
relating  to the  Corporation's  business,  trade  practices,  trade  secrets or
"know-how" without the Corporation's prior express written consent,  and that on
the termination of his employment, for any reason, he shall not remove or retain
without  the   Corporation's   prior  express   written   consent  any  figures,
calculations,  letters,  papers,  documents  or  copies  thereof,  or any  other
confidential information of any type or description as to the Corporation or its
affairs.

     5.2 Use of  Confidential  Information.  The Employee agrees that during the
term of his employment, he will not utilize, whether directly or indirectly, for
his own benefit or for the benefit of any other person(s) or concern(s), any and
all  confidential  information  of  the  Corporation,   including  any  and  all
information  relating to the  Corporation's  business,  trade practices or trade
secrets or "know-how," without the prior written consent of the Corporation.

     6.  COMPENSATED  LEAVE.  The  Employee  shall be entitled to sick leave and
vacation  time  available to other members of Senior  Management.  Vacation time
shall not be less than 3 weeks per year. All vacation time will be prorated on a
monthly basis in the event of termination of the Employee's employment.

                                       4
<PAGE>

     7. OWNERSHIP OR INTANGIBLE PROPERTY.  All processes,  inventions,  patents,
copyrights,  trademarks,  and other  intangible  rights that may be conceived or
developed by the Employee,  either alone or with others,  during the term of the
Employee's  employment,  whether  or  not  conceived  or  developed  during  the
Employee's  working  hours and with  respect to which the  equipment,  supplies,
facilities, or trade secret information of the Corporation or that relate to the
business  of the  Corporation  or to the  Corporation's  actual or  demonstrably
anticipated research and development,  or that result from any work performed by
the Employee for the Corporation, shall be the sole property of the Corporation.
The Employee shall disclose to the Corporation all such matters conceived during
the term of employment, whether or not the property of the Corporation under the
terms of the preceding sentence, provided that such disclosure shall be received
by the  Corporation  in  confidence.  The Employee  shall execute all documents,
including  patent  applications  and assignments  required by the Corporation to
establish the Corporation's rights under this section.

     8.  DISCLOSURE  OF  CONFIDENTIAL  INFORMATION.  In the course of employment
under this Agreement,  the Employee may have access to confidential  information
and trade secrets relating to the Corporation's business.  Except as required in
the course of employment by the Corporation,  the Employee will not, without the
Corporation's  prior consent,  for a period of three (3) years after termination
of  employment,  directly or  indirectly,  disclose to any third person any such
confidential information or trade secrets.

     9. TERMINATION OF AGREEMENT.

     9.1 Grounds.  This Agreement  shall terminate upon the occurrence of any of
the following events:

          9.1.1  Expiration  of  Term.  Upon  expiration  of the  original  term
     specified in Section 2 hereof.

          9.1.2  Mutual  Agreement.  Whenever the  Corporation  and the Employee
     mutually agree in writing to termination.

          9.1.3 Death. Upon the death of the Employee.

          9.1.4 Without Cause. Upon thirty (30) days prior written notice.

          9.1.5  For  Cause.  This  Agreement  may be  terminated  by the  Board
     immediately for the following causes: the Employee's  personal  dishonesty,
     incompetence,  willful  misconduct,  breach  of  fiduciary  duty  involving
     personal  profit,  intentional  failure to perform stated  duties,  willful
     violation of any law (other than traffic violations,  family law or similar
     offenses),  or a final cease an desist order,  or a material  breach of any
     provision of this Agreement.

                                       5
<PAGE>


     9.2 Termination Statement. The Employee agrees that upon termination of his
employment  with the  Corporation,  for any cause or reason,  he shall execute a
Termination Statement and shall fully comply with all of the terms,  conditions,
and representations contained therein.

     9.3  Disability  Termination.  In the vent that the  Employee  is unable to
perform his assigned  duties and  responsibilities  due to illness,  physical or
mental  disability or any other  reasons,  and such  disability  continues for a
period of six (6)  consecutive  months after all  available  sick leave has been
utilized,  the  Corporation  may  terminate  this  Agreement  upon ten (10) days
written notice,  subject to any disability payment provisions  contained in this
Agreement.

     10. MISCELLANEOUS.

     10.1 Notices.  Any notice  required to be given  pursuant to this Agreement
shall be effective  only if in writing and  delivered  personally or by mail. If
given by mail, such notice must be sent by registered or certified mail, postage
prepaid,  mailed to the parties at the addresses set forth on the signature page
hereof,  or at such other  addresses as the parties may  designate  from time to
time,  by  written  notice.  Mailed  notices  shall be deemed  received  two (2)
business days after the date of deposit in the mail.

     10.2 Remedies.

          10.2.1 Equitable Remedies.  The Employee  acknowledges and agrees that
     in the event of any breach,  violation or evasion of the terms, conditions,
     and provisions of Sections 4 or 5 above, such breach,  violation or evasion
     shall  result  in  immediate  and  irreparable   injury  and  harm  to  the
     Corporation  and shall  entitle  Corporation  to  injunctive  relief and/or
     specific  performance of this  Agreement,  as well as to all other legal or
     equitable remedies to which the Corporation may be entitled.

          10.2.2  Termination  of  Agreement.  It is further  agreed that in the
     event  of  such  breach,  the  Corporation  may  forthwith  terminate  this
     Agreement, notwithstanding anything herein to the contrary.

     10.3 Partial Invalidity.  If any term or provision of this Agreement or the
application thereof to any person or circumstance shall be held to be invalid or
unenforceable  to any extent,  the remainder of this Agreement or application of
term or  provision to persons or  circumstances  other than those to which it is
held invalid or unenforceable  shall not be affected thereby,  and each term and
provision of this Agreement shall be valid and be enforced to the fullest extent
permitted by law.

                                       6
<PAGE>


     10.4 Waiver.  No waiver of any right  hereunder  shall be effective for any
purpose unless in writing, signed by the party hereto possessing said right, nor
shall any such waiver be construed to be a waiver of any subsequent  right, term
or provision of this Agreement.

     10.5 Assignment;  Effect on Agreement. It is hereby acknowledged and agreed
that the Employee's  rights and obligations under this agreement are personal in
nature and shall not be assigned or delegated.  This Agreement  shall be binding
on and inure to the benefit of the heirs, personal  representatives,  successors
and assigns of the parties subject,  however,  to the restrictions on assignment
and delegation contained herein.

     10.6 Governing  Law. This  Agreement  shall be governed by and construed in
accordance with the laws of the State of Florida.

     10.7 Entire  Agreement.  This Agreement  contains the entire  agreement and
understanding  between the  parties  and  supersedes  all prior  agreements  and
understandings,  oral or written.  No  modification,  termination  or  attempted
waiver shall be valid unless in writing and signed by both parties.

     10.8 Arbitration. Any dispute involving this Agreement shall be resolved by
arbitration  before one (1) arbitrator in Orlando,  Florida,  in accordance with
the rules of the American Arbitration Association.

                                       7
<PAGE>


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

                                  CORPORATION:

                                  HOLIDAY RV SUPERSTORES, INC.

                                 By:
                                    ----------------------------------
                                        Name:  Michael S. Riley
                                        Title: Chairman of the Board

                                Address:
                                   7851 Greenbriar Parkway
                                   Orlando, Florida 32819




                                ___________________________________
                                W. Hardee McAlhaney

                                Address:
                                   3701 Sedgewick Place
                                   Orlando, Florida 32806









<PAGE>


                                    ADDENDUM
                                       TO
                              EMPLOYMENT AGREEMENT


     This is an Addendum (the  "Addendum") to the Employment  Agreement  entered
into between W. HARDEE  McALHANEY (the  "Employee")  and HOLIDAY RV SUPERSTORES,
INC. (the  "Corporation")  on September 29, 1999 (the "Employment  Agreement") a
copy of the Employment Agreement being attached hereto.

WHEREAS:

     A. The Employee and the Corporation  entered into the Employment  Agreement
on September 29, 1999;

     B.  Subsequent to the time,  the Employee  resigned as the Chief  Executive
Officer and President of the Corporation, and since his resignation he has acted
as Assistant to the Chairman of the Corporation; and

     C.  The  Corporation  has  requested  that  the  Employee  become  the Vice
President and Chief Financial Officer of the Corporation as of October 10, 2000.

     NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

     1. The first sentence of Section 1.1 of the Employment  Agreement is hereby
revised to read as follows:

                  "The Corporation does hereby employ the Employee, and the
                  Employee hereby accepts such employment, as the Vice President
                  and Chief Financial Officer of the Corporation, upon the terms
                  and provisions set forth in this Agreement.

<PAGE>

     2. The parties  hereto  acknowledge  that no bonuses  are due the  Employee
under Section 3.2 of the  Employment  Agreement  for then fiscal year 2000,  and
that Section 3.2 of the Employment  Agreement will apply to the period  starting
for the fiscal year 2001.

     3. Section 3.3 of the  Employment  Agreement  is hereby  amended to read as
follows:

                  "Employee will be granted within ninety days after October 10,
                  2000, at fair market value at the grant date, a fully vested
                  Incentive Stock Option for ONE HUNDRED FIFTY THOUSAND
                  (150,000) shares in accordance with the Corporation's 1999
                  Stock Compensation Program. In consideration of the granting
                  of this Option, the Employee hereby irrevocably and
                  unconditionally relinquishes and cancels the stock option
                  described in section 3.3.2 of the Employment Agreement.

     4. In all other  respects,  the  Employment  Agreement is hereby  ratified,
confirmed and approved.

     IN WITNESS WHEREOF,  the undersigned have executed this Agreement this ____
day of _________________, 2000.

                                    EMPLOYEE:



                                    W. HARDEE McALHANEY

                                    Address:

                                    3701 Sedgewick Place
                                    Orlando, FL  32806



                                    CORPORATION:

                                    HOLIDAY RV SUPERSTORES, INC.



                                   By:
                                       ----------------------------------
                                        Michael S. Riley
                                        Chairman of the Board


                                   By:
                                       ----------------------------------
                                       Ronald G. Huneycutt,
                                       President and Chief Executive Officer


                                   Address:

                                   200 East Broward Boulevard
                                   Suite 920
                                   Fort Lauderdale, FL  33301