THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE
SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE
REGISTRATION REQUIREMENTS OF SUCH ACT OR PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF SUCH ACT AND ALL
APPLICABLE STATE SECURITIES LAWS.

               FORM OF WARRANT TO PURCHASE SHARES OF COMMON STOCK
                         OF HOLIDAY RV SUPERSTORES, INC.

Warrant No. [     ]                                        Date: [            ]

HOLIDAY RV SUPERSTORES,  INC. d/b/a RECREATION USA, a Delaware  corporation (the
"Company"),  hereby  certifies  that  Schneider  Securities,  Inc.,  a  Colorado
corporation  ("Holder") is entitled to purchase,  upon the terms and  conditions
contained  herein,  in whole or in part,  [150,000/100,000/100,000]  shares (the
"Warrant  Shares")  of common  stock,  par value $.01 per share,  of the Company
("Common  Stock"),  at the price of  $[5.00/7.50/10.00]  per share (the "Warrant
Purchase  Price") at any time and from time to time  beginning on [ ] and ending
on [ ] (the  "Exercise  ___ Period").  ___ The number of Warrant  Shares and the
Warrant Purchase Price is subject to adjustment as set forth in Section 2.


ARTICLE 1. EXERCISE.
           --------

     1.1 Method of  Exercise;  Delivery  of  Certificates.  This  Warrant may be
exercised, at the option of Holder, at any time and from time to time during the
Exercise Period, for all or any part of the Warrant Shares.  This Warrant may be
exercised by delivering  payment of the Warrant Purchase Price for the number of
Warrant Shares being purchased and concurrently surrendering this Warrant to the
Company at its offices at 200 East Broward  Blvd.,  Suite 920, Fort  Lauderdale,
Florida  33301 (the  "Designated  Office"),  together  with the Form of Exercise
Subscription  attached  hereto duly  completed  and signed.  The Warrant  Shares
purchased  under this Warrant  shall be and are deemed to be issued to Holder as
the record owner of such shares as of the close of business on the date on which
this  Warrant  shall  have  been   surrendered   and  payment  made   therefore.
Certificates  for Warrant Shares so purchased shall be delivered to Holder after
this Warrant has been exercised,  and, in case of a purchase of less than all of
the Warrant Shares purchasable upon exercise of this Warrant,  the Company shall
cancel  this  Warrant  and shall  execute and deliver to Holder a new Warrant of
like tenor for the  balance of the Warrant  Shares.  Each stock  certificate  so
delivered  shall be registered  in the name of Holder or,  subject to compliance
with applicable laws, such other name as shall be designated by Holder.

     1.2 Payment of Warrant  Purchase  Price.  Payment of the  Warrant  Purchase
Price may be made,  at the option of Holder (i) by  certified  or official  bank
check,  (ii) by wire  transfer,  or (iii) by any  combination  of the foregoing.
Notwithstanding  the  foregoing  provision  regarding  payment  of  the  Warrant
Purchase Price in cash, to the extent  permitted by applicable  law,  Holder may
elect to receive a reduced  number of Warrant  Shares in lieu of  tendering  the
Warrant Purchase Price in cash. In such case, the number of Warrant Shares to be
issued to Holder shall be computed using the following formula:

                                    X = Y x (A-B)
                                    ---------------
                                            A

         where:   X = the number of Warrant Shares to be issued to Holder;
                  Y = the number of Warrant Shares to be exercised under this
                      Warrant;
                  A = the Market Value (defined below) of one share of Common
                      Stock; and
                  B = the Warrant Purchase Price.

     The term  "Trading  Day" means (x) if the Common Stock is not listed on the
New York or American  Stock  Exchange  but sale  prices of the Common  Stock are
reported on Nasdaq National Market or another automated  quotation system, a day
on which  trading is reported on the  principal  automated  quotation  system on
<PAGE>
which sales of the Common Stock are reported,  (y) if the Common Stock is listed
on the New York Stock  Exchange or the American Stock  Exchange,  a day on which
there is trading on such stock exchange,  or (z) if the foregoing provisions are
inapplicable,  a day on which  quotations  are  reported by  National  Quotation
Bureau Incorporated.

     1.3 No  Fractional  Shares.  The  Company  shall not be  required to issued
fractional  shares of Common  Stock upon the  exercise of this  Warrant.  If any
fraction of a share of Common Stock  would,  except for the  provisions  of this
section,  be issuable  upon  exercise  of this  Warrant  (or  specified  portion
thereof),  the Company shall pay to Holder an amount in cash calculated by it to
be equal to the then Fair Market  Value (as  defined  below) per share of Common
Stock multiplied by such fraction computed to the nearest whole cent.

     1.4 Fair Market Value.  The term "Fair Market  Value" means the  arithmetic
mean of the closing  bid price of the Common  Stock (as  reported by  Bloomberg,
L.P.) on the five Trading Days ending on the Trading Day immediately  before the
Exercise Subscription and this Warrant are duly surrendered to the Company for a
full or partial exercise hereof.  Notwithstanding the foregoing  definition,  if
the Common  Stock is not listed on a national  securities  exchange or quoted on
the Nasdaq National  Market at the time said Exercise  Subscription is submitted
to the Company in the  foregoing  manner,  the Fair  Market  Value of the Common
Stock shall be as reasonably  determined in good faith by the Board of Directors
of  the  Company,   unless  the  Company  shall  become  subject  to  a  merger,
acquisition,  or other  consolidation  pursuant  to which the Company is not the
surviving  entity, in which case the Fair Market Value of the Common Stock shall
be deemed to be the value received by the Company's common stockholders pursuant
to the Company's acquisition (subject to Section 2.2 below).

ARTICLE  2.  ADJUSTMENTS  TO THE NUMBER OF  WARRANT  SHARES  AND TO THE  WARRANT
PURCHASE  PRICE.  The  number of  Warrant  Shares  for  which  this  Warrant  is
exercisable  and the Warrant  Purchase Price shall be subject to adjustment from
time to time as set forth in this Section 2.

     2.1  Stock  Dividends,  Splits,  Etc.  If at any  time  the  Company  shall

         (a) pay a dividend or other  distribution  on its common stock in
shares of Common Stock or shares of any other class or series of capital stock,

         (b) subdivide its outstanding  shares of Common Stock into a larger
number of shares of such Common Stock, or

         (c)  combine its  outstanding  shares of Common Stock into a smaller
number of shares of such Common Stock,

then the number of Warrant  Shares  purchasable  upon  exercise of this  Warrant
immediately  prior to the record date for such dividend or  distribution  or the
effective  date of such  subdivision  or  combination  shall be adjusted so that
Holder shall thereafter be entitled to receive upon exercise of this Warrant the
total kind and  number of shares of Common  Stock  that  Holder  would have been
entitled to receive  immediately  after such record date or effective  date.  An
adjustment  made  pursuant to this Section  shall become  effective  immediately
after the effective  date of such event,  but be retroactive to the record date,
if any, for such event.

     Upon any  adjustment  of the  number of  Warrant  Shares  purchasable  upon
exercise of this  Warrant as herein  provided,  the Warrant  Purchase  Price per
share shall be adjusted by multiplying such Warrant  Purchase Price  immediately
prior to such  adjustment  by a fraction,  the  numerator  of which shall be the
number of Warrant Shares  purchasable upon exercise of this Warrant  immediately
prior to such  adjustment  and the  denominator  of which shall be the number of
Warrant Shares so purchasable immediately thereafter.

     2.2 Reorganization,  Merger,  Consolidation or Disposition of Assets. If at
any time the Company shall reorganize its capital, consolidate, merge or combine
with  or  into  another   person   (where  the  Company  is  not  the  surviving
corporation), or the Company shall sell, transfer or otherwise dispose of all of
substantially all of its property,  assets or business to another person,  other
than in a transaction  provided for in Section 2.1, and pursuant to the terms of
such reorganization, reclassification, consolidation, merger, combination, sale,
transfer  or other  disposition  of assets  (i)  shares  of common  stock of the
successor  or  acquiring  person  or of the  Company  (if  it is  the  surviving
corporation) or (ii) any cash,  shares of stock or other  securities or property
of any  nature  whatsoever  in  addition  to or in lieu of  common  stock of the
successor  or  acquiring  person or the  Company  ("Other  Property")  are to be

                                       2
<PAGE>

received by or distributed to the holders of Common Stock of the Company who are
holders immediately prior to such transaction,  then Holder shall have the right
thereafter to receive,  upon  exercise of this Warrant,  the number of shares of
Common Stock,  common stock of the successor or acquiring  person,  and/or Other
Property  which  holder of the  number of shares of Common  Stock for which this
Warrant is  exercisable  immediately  prior to such event.  In such  event,  the
aggregate  Warrant  Purchase  Price  otherwise  payable for the  Warrant  Shares
issuable upon exercise of this Warrant shall be allocated  among such securities
and Other  Property in proportion to the  respective  fair market values of such
securities  and  Other  Property  as  determined  in good  faith by the Board of
Directors of the Company.

     2.3  Other  Provisions  Applicable to Adjustments  Under this Section.  The
          following shall be applicable to the adjustments provided for pursuant
          to this Section 2:

     (a) When Adjustments to be Made. The adjustments required by this Section 2
shall be made whenever and as often as any  specified  event  requiring  such an
adjustment shall occur.  For the purpose of any such  adjustment,  any specified
event  shall  be  deemed  to have  occurred  at the  close  of  business  of its
occurrence.

     (b) Record Date.  If the Company  shall fix a record date of the holders of
Common  Stock for the purpose of  entitling  them to receive a dividend or other
distribution  payable in shares of Common  Stock or in shares of any other class
or series of capital stock then all  references in this Section 2 to the date of
the  issuance  or sale of such  shares of Common  Stock or such other  shares or
securities shall be deemed to be references to such record date.

     (c) When Adjustment Not Required. If the Company shall fix a record date of
the  holders  of Common  Stock for the  purpose of  entitling  them to receive a
dividend or other distribution or other right to which the provisions of Section
2.1  would  apply,  but  shall,   thereafter  and  before  the  distribution  to
stockholders thereof,  legally abandon its plan to pay or deliver such dividend,
distribution or rights,  then thereafter no adjustment  shall be required by the
reason of taking such record and any such adjustment  previously made in respect
thereof shall be rescinded and annulled.

     (d) Notice of  Adjustments.  Whenever  the number of shares of Common Stock
for which this Warrant is  exercisable  or the Warrant  Purchase  Price shall be
adjusted or  recalculated  pursuant to this Section 2, the Company shall mail to
Holder  a  notice  setting  forth  the  event   requiring  such   adjustment  or
recalculation,  specifying  the number of shares of Common  Stock for which this
Warrant is exercisable and (if such adjustment was made pursuant to Section 2.2)
describing  the number and kind of shares of stock or Other  Property  for which
this  Warrant is  exercisable,  and any related  change in the Warrant  Purchase
Price, after giving effect to such adjustment, recalculation or change.

ARTICLE 3. MISCELLANEOUS.

     3.1 Legends. This Warrant, any Warrant issued upon transfer of this Warrant
and any  Warrant  Shares  issued upon  exercise  of this  Warrant or any portion
thereof shall be imprinted with a legend in substantially the following form:

                  THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
                  UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
                  APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED,
                  OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE
                  REGISTRATION REQUIREMENTS OF SUCH ACT OR PURSUANT TO AN
                  EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
                  REGISTRATION REQUIREMENTS OF SUCH ACT AND ALL APPLICABLE STATE
                  SECURITIES LAWS.

     3.2 Reservation of Shares.  As long as any Warrant Shares are issuable with
respect  to  outstanding  Warrants,  the  Company  agrees to have  reserved  for
issuance a sufficient number of shares of Common Stock to permit this Warrant to
be exercised in full.

                                       3
<PAGE>
     3.3 No Voting Rights. This Warrant does not entitle Holder to any voting or
other rights as a stockholder of the Company prior to the exercise  hereof,  and
then Holder shall only have the rights of a stockholder  to the extent Holder is
a record holder of Common Stock of the Company.

     3.4  Notices.  All  notices  and other  communications  from the Company to
Holder,  or vice  versa,  shall be deemed  delivered  and  effective  when given
personally  or mailed by  first-class  registered  or  certified  mail,  postage
prepaid, at such address as may have been furnished to the Company or Holder, as
the case may be, in writing by the Company or such Holder from time to time.

     3.5  Waiver.  This  Warrant  and any term  hereof may be  changed,  waived,
discharged  or terminated  only by an instrument in writing  signed by the party
against which  enforcement of such change,  waiver,  discharge or termination is
sought.

     3.6  Attorneys'  Fees.  In the event of any  dispute  between  the  parties
concerning  the terms and  provisions of this Warrant,  the party  prevailing in
such  dispute  shall be  entitled  to  collect  from the  other  party all costs
incurred in such dispute, including reasonable attorneys' fees.

     3.7  Governing  Law.  This  Warrant  shall be governed by and  construed in
accordance  with the laws of the State of  California,  without giving effect to
its principles regarding conflicts of law.


                           HOLIDAY RV SUPERSTORES, INC. d/b/a RECREATION
                           USA, a Delaware corporation


                           By: ____________________________________
                                 Name:
                                 Title:

<PAGE>




                          FORM OF EXERCISE SUBSCRIPTION

                (To be signed only upon exercise of this Warrant)


     The undersigned,  the Holder of this Warrant,  hereby irrevocably elects to
exercise the attached Warrant to purchase  thereunder  shares of Common Stock of
HOLIDAY RV  SUPERSTORES,  INC.  d/b/a  RECREATION  USA, a Delaware  corporation,
pursuant  to the  terms  thereof  for an  aggregate  Warrant  Purchase  Price of
$________________, such Warrant Purchase Price to be paid as follows (fill in as
applicable):   certified   or   official   bank   check   in   the   amount   of
$__________________; wire transfer in the amount of ___ $__________________; ___
cancellation of ___  _________________  ___ Warrant Shares;  ___ or surrender of
_______________________ shares of Common Stock. ___ The undersigned ___ requests
that a ___  certificate(s)  ___  for  such  shares  be  issued  in the  name  of
____________________________,  and delivered to _________________________, whose
address is  _____________________________.  The undersigned also requests that a
new Warrant for any unexercised portion of the attached Warrant be issued in the
name   of   ___    ____________________________,    ___   and    delivered    to
_________________________, whose address is _____________________________.

     The  undersigned  represents  that (i) it is  acquiring  the such shares of
Common Stock  solely for its own account for  investment  purposes  only and not
with a view to or for sale in connection with any distribution thereof, and (ii)
is an "accredited investor" (as such term is defined in Rule 501 of Regulation D
under the Securities Act).


Dated:______________           _______________________________________________
                               Name of Holder (must conform precisely to the
                               name specified on the face of the Warrant)



                               -----------------------------------------------
                               Signature of authorized representative of Holder



                               -----------------------------------------------
                               Print or type name of authorized representative

                               Tax ID No. of Holder:___________________________

                               Address of Holder: _____________________________

                                                  _____________________________