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                                                                     EXHIBIT 3.1

                           CERTIFICATE OF DESIGNATION,
                             RIGHTS AND PREFERENCES
                                     OF THE
                           SERIES AA-2 PREFERRED STOCK
                                       OF
                          HOLIDAY RV SUPERSTORES, INC.
                          ----------------------------

                     Pursuant to Section 151 of the General
                    Corporation Law of the State of Delaware

               Holiday RV Superstores, Inc. (the "Corporation"), a corporation
organized and existing under and by virtue of the provisions of the General
Corporation Law of the State of Delaware, certifies as follows:

               FIRST: Article FOURTH of the Amended and Restated Certificate of
Incorporation of the Corporation authorizes the issuance of 2,000,000 shares of
preferred stock ("Preferred Stock"), and, further, authorizes the Board of
Directors of the Corporation (the "Board of Directors"), by resolution or
resolutions, at any time and from time to time, to divide and establish any or
all of the unissued shares of Preferred Stock not then allocated to any class or
series of Preferred Stock into one or more classes or series, and without
limiting the generality of the foregoing, to fix and determine the designation
of each such class or series, the number of shares which shall constitute such
class or series and such voting powers, and such preferences and relative
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof of the shares of each class or series so established.

               SECOND: The Board of Directors in accordance with Section 141(f)
of the General Corporation Law of the State of Delaware, did duly adopt the
following resolutions authorizing the creation and issuance of a series of said
Preferred Stock to be known as Series AA-2 Preferred Stock:

               RESOLVED that the Board of Directors, pursuant to authority
               vested in it by the provisions of the Restated Certificate of
               Incorporation of the Corporation, hereby authorizes the issue of
               a class of the Corporation's Preferred Stock, and hereby fixes
               the number, designation, preferences, rights and limitations and
               restrictions thereof in addition to those set forth in said
               Amended and Restated Certificate of Incorporation as follows:

               1. DESIGNATION; RANK.

                       (a) A series of the Corporation's Preferred Stock is
        designated as "Series AA-2 Preferred Stock" (the "Series AA-2 Preferred
        Stock") and the maximum number of shares of Series AA-2 Preferred Stock
        shall be 15,000.

        The Series AA-2 Preferred Stock shall have the preferences and relative
        participating, optional or other special rights, and qualifications,
        limitations or restrictions set forth except that Series AA-2 Preferred
        Stock will not be convertible into shares of Common Stock as provided in
        Section 3 below and will not have any voting rights as provided in
        Section


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        5 until the Company has received stockholder approval (the "Shareholder
        Approval Requirement") to grant to the Series AA-2 Preferred Stock such
        convertibility and voting rights as required under Nasdaq Marketplace
        Rule 4350(i)(1)(D), at and after which time the Series AA-2 Preferred
        Stock shall have such conversion and voting rights.

                       (b) The Series AA-2 Preferred Stock has a liquidation
        preference equivalent to 125% of One Hundred Dollars ($100), which was
        the original per share issuance price of the Series AA-2 Preferred Stock
        (the "Issuance Price"), per whole share plus any accrued but unpaid
        dividends thereon to and including the date of payment (the "Liquidation
        Preference"). The Series AA-2 Preferred Stock ranks, with respect to
        rights to receive dividends and distributions upon liquidation, winding
        up or dissolution of the Corporation (a) senior to the Corporation's
        common stock, par value $.01 per share (the "Common Stock"), and any
        class or series of Preferred Stock issued by the Corporation whose terms
        provide specifically that such class or series shall rank junior to the
        Series AA-2 Preferred Stock with respect to rights to receive payment of
        dividends and distributions upon liquidation or fail to specify the
        ranking of such class or series relative to the Series AA-2 Preferred
        Stock with respect to rights to receive payment of dividends and
        distributions upon liquidation (together with the Common Stock, the
        "Junior Securities"), (b) on a parity with the Corporation's Series A
        Preferred Stock and, subject to the provisions of Section 5 below, any
        other class or series of Preferred Stock issued by the Corporation whose
        terms provide specifically that such class or series shall rank on a
        parity with the Series AA-2 Preferred Stock with respect to voting
        rights, rights to receive payment of dividends and distributions upon
        liquidation (the "Parity Securities"), and (c) subject to the provisions
        of Section 5 below, junior to any class or series of stock issued by the
        Corporation whose terms provide specifically that such class or series
        shall rank senior to the Series AA-2 Preferred Stock with respect to
        voting rights, rights to receive payment of dividends and distributions
        upon liquidation (the "Senior Securities").

               2. DIVIDENDS; PRIORITY.

                       (a) Each holder of Series AA-2 Preferred Stock shall be
        entitled to receive, out of the funds of the Corporation legally
        available therefor, cumulative dividend payments, payable in accordance
        with this Section 2, accruing daily and payable quarterly on March 31,
        June 30, September 30 and December 31 of each year (each a "Dividend
        Payment Date"), commencing with March 31, 2002 and terminating in
        accordance with Section 2(d) below, provided, however, that, if a
        Dividend Payment Date is not a Business Day (as defined in Section 8
        hereof), dividends shall be payable on the next succeeding Business Day
        and no Additional Dividends (as defined in Section 2(f) hereof) shall
        accrue on the dividends payable on such Dividend Payment Date for the
        intervening period. Dividends payable on the Series AA-2 Preferred Stock
        for the initial period ending March 31, 2002 and for any period less
        than a full dividend period shall be computed on the basis of the actual
        number of days elapsed and the actual number of days for such dividend
        period.

                       (b) Except as otherwise provided below, dividends will be
        payable only in cash, to the extent that funds are legally available
        therefor, when, as and if declared by the Board of Directors. Dividends
        shall be cumulative and shall continue to accrue at the annual rate
        described in Section 2(c) below for purposes of the Liquidation
        Preference in Section 1 above, even if not declared and paid in cash on
        a periodic basis by the Board of Directors.


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                       (c) Except as provided below, the dividend on each share
        of Series AA-2 Preferred Stock (the "Dividend") on each Dividend Payment
        Date shall be payable in an amount per whole share equal to the sum of
        (i) 2.5% of the Issuance Price per share of the Series AA-2 Preferred
        Stock (the "Fixed Dividend Amount") and (ii) subject to the provision
        for adjustment hereinafter set forth, 200 times the aggregate per share
        amount of all cash dividends or other distributions and 200 times the
        aggregate per share amount of all non-cash dividends or other
        distributions (other than (A) distributions referred to in Section
        3(e)(iv) or (B) a subdivision of the outstanding shares of Common Stock
        (by reclassification or otherwise)), declared on the Common Stock since
        the immediately preceding Dividend Payment Date, or, with respect to the
        first Dividend Payment Date, since the first issuance of such share or
        fraction of a share of Series AA-2 Preferred Stock. If the Corporation
        shall at any time after the date on which the first share of Series AA-2
        Preferred Stock was issued (the "Original Issue Date") pay any dividend
        on Common Stock payable in shares of Common Stock or effect a
        subdivision or combination of the outstanding shares of Common Stock (by
        reclassification or otherwise) into a greater or lesser number of shares
        of Common Stock, then in each such case the amount to which holders of
        shares of Series AA-2 Preferred Stock were entitled immediately prior to
        such event under clause (ii) of the preceding sentence shall be adjusted
        by multiplying such amount by a fraction, the numerator of which is the
        number of shares of Common Stock outstanding immediately after such
        event and the denominator of which is the number of shares of Common
        Stock that were outstanding immediately prior to such event. From and
        after a Triggering Event until such time as the Series AA-2 Preferred
        Stock is redeemed pursuant to Section 7, and provided the Fixed Dividend
        Amount is not at the Default Rate (as defined below), the Fixed Dividend
        Amount shall be equal to 2.5% of the Liquidation Preference per share of
        the Series AA-2 Preferred Stock. So long as a Default has occurred and
        is continuing, the Fixed Dividend Amount shall be equal to 3.75% of the
        Issuance Price per share of the Series AA-2 Preferred Stock (the
        "Default Rate").

                       (d) The Corporation shall declare a dividend or
        distribution on the Series AA-2 Preferred Stock as provided in Section
        2(a) and Section 2(c) above immediately after it declares a dividend or
        distribution on the Common Stock (other than as described in clauses
        (ii)(A) and (ii)(B) of Section 2(c) above); provided that if no dividend
        or distribution shall have been declared on the Common Stock during the
        period between any Dividend Payment Date and the next subsequent
        Dividend Payment Date (or, with respect to the first Dividend Payment
        Date, the period between the first issuance of a share or fraction of a
        share of Series AA-2 Preferred Stock and such first Dividend Payment
        Date), a dividend equal to the Fixed Dividend Amount per whole share on
        the Series AA-2 Preferred Stock shall nevertheless be payable on such
        subsequent Dividend Payment Date.

                       (e) The dividends referred to in Section 2(a) hereof
        shall accrue (subject to the restrictions contained in Section 2(c)
        hereof and whether or not declared and paid) from the applicable
        Dividend Payment Date, except that with respect to the first dividend,
        such dividend shall accrue with respect to each share of Series AA-2
        Preferred Stock from the Original Issue Date. The accrual of such
        dividends shall cease as to the Series AA-2 Preferred Stock on the date
        on which such shares are converted into Common Stock pursuant to Section
        3(a).

                       (f) For any dividend period commencing after the issuance
        of the Series AA-2 Preferred Stock with respect to which the Dividend
        (as determined pursuant to Section 2(c) hereof) is not fully paid in
        cash on the Dividend Payment Date at the end of such dividend


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        period, such accrued dividends shall be added (solely for the purpose of
        calculating dividends payable on the Series AA-2 Preferred Stock) to the
        Issuance Price, as defined in Section 1(b), of the Series AA-2 Preferred
        Stock effective at the beginning of the dividend period next succeeding
        the dividend period as to which such dividends were not paid and shall
        thereafter accrue additional dividends in respect thereof ("Additional
        Dividends") as determined pursuant to Section 2(c) until such unpaid
        dividends have been paid in full.

                       (g) Dividends shall be paid to the holders of record of
        shares of Series AA-2 Preferred Stock as they appear in the stock
        register of the Corporation at the close of business on the record date
        therefor, which record date shall be the fifth Business Day immediately
        preceding the Dividend Payment Date relating thereto.

               3. CONVERSION.

                       (a) Optional Conversion. Subject to and upon compliance
        with the provisions of this Section 3 and subject to the provisions of
        Section 1(a) each share of Series AA-2 Preferred Stock shall be
        convertible from time to time, into fully paid and nonassessable shares
        of Common Stock at the Conversion Price (as hereinafter defined) in
        effect on the Conversion Date (as hereinafter defined) upon the terms
        hereinafter set forth.

                       (b) Conversion Price. Each share of Series AA-2 Preferred
        Stock shall be converted into a number of shares of Common Stock
        determined by dividing (i) the Issuance Price plus accrued and unpaid
        dividends, by (ii) the Conversion Price in effect on the Conversion
        Date. The Conversion Price at which shares of Common Stock shall
        initially be issuable upon conversion of the shares of Series AA-2
        Preferred Stock shall be $0.50. The Conversion Price shall be subject to
        adjustment as set forth in Section 3(e). No payment or adjustment shall
        be made for any dividends on the Common Stock issuable upon such
        conversion.

                       (c) Mechanics of Conversion. Subject to the provisions of
        Section 1(a), upon the election with respect to 67% or more of the total
        number of shares of the Series AA-2 Preferred Stock outstanding to
        convert such shares of Series AA-2 Preferred Stock into Common Stock
        pursuant to this Section 3, all shares of Series AA-2 Preferred Stock
        shall be automatically converted into the number of shares provided in
        Section 3(b) above. Such election shall be effected by the holders of
        electing shares surrendering to the Corporation or any transfer agent of
        the Corporation with respect to the Series AA-2 Preferred Stock the
        certificate or certificates for the shares to be converted, accompanied
        by written notice specifying the number of shares to be converted.
        Subject to the provisions of Section 1(a), conversion of the Series AA-2
        Preferred Stock shall be deemed to have been effected on the date when
        notice of an election to convert with respect to and certificates for at
        least 67% of the total number of shares of Series AA-2 Preferred Stock
        outstanding are delivered to the Corporation or the transfer agent for
        the Series AA-2 Preferred Stock and such date is referred to herein as
        the "Conversion Date." Subject to the provisions of Section 3(e)(viii),
        as promptly as practicable after the Conversion Date (and after
        surrender of the certificate or certificates representing shares of
        Series AA-2 Preferred Stock to the Corporation), the Corporation shall
        issue and deliver to or upon the written order of the holders of Series
        AA-2 Preferred Stock a certificate or certificates for the number of
        full shares of Common Stock to which each such holder is entitled and a
        check or cash with respect to any fractional interest in a share of


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        Common Stock as provided in Section 3(d). Subject to the provisions of
        Section 3(e)(viii), the Person in whose name the certificate or
        certificates for Common Stock are to be issued shall be deemed to have
        become a holder of record of such Common Stock on the Conversion Date.

                       (d) Fractional Shares. No fractional shares of Common
        Stock or scrip shall be issued upon conversion of shares of Series AA-2
        Preferred Stock. If more than one share of Series AA-2 Preferred Stock
        shall be held on the Conversion Date by the same holder, the number of
        full shares of Common Stock issuable upon conversion thereof shall be
        computed on the basis of the aggregate number of shares of Series AA-2
        Preferred Stock so held. Instead of any fractional shares of Common
        Stock which would otherwise be issuable upon conversion of any shares of
        Series AA-2 Preferred Stock, the Corporation shall pay a cash adjustment
        in respect of such fractional interest; provided, however, that if a
        holder of Series AA-2 Preferred Stock surrenders certificates for Series
        AA-2 Preferred Stock and in the record books of the Corporation or any
        transfer agent for the Series AA-2 Preferred Stock any additional shares
        of Series AA-2 Preferred Stock are held by a holder, the Corporation
        need not pay any cash payable upon conversion of such surrendered
        shares, but shall maintain a calculation of such fractional share and
        dollar amounts until the certificates for all shares of Series AA-2
        Preferred Stock issued in the name of such holder shall have been
        surrendered, at which time the Corporation or any transfer agent for the
        Series AA-2 Preferred Stock shall recalculate the number of whole and
        fractional shares issuable to such holder and the amount of cash payable
        to such holder with respect to all shares of Series AA-2 Preferred Stock
        issued in the name of such holder. Only after such final calculation
        shall the Corporation be obligated to pay cash with respect to
        fractional shares as provided in this Section 3(d).

                       (e) Conversion Price Adjustments. The Conversion Price
        shall be subject to adjustment from time to time as follows:

                                (i) Common Stock Issued at Less than the
        Conversion Price. If the Corporation shall issue any Common Stock other
        than Excluded Stock (as hereinafter defined) without consideration or
        for a consideration per share less than the Conversion Price in effect
        immediately prior to such issuance, the Conversion Price in effect
        immediately prior to each such issuance shall immediately (except as
        provided below) be reduced to the price equal to the consideration per
        share at which such Common Stock was sold or, if such Common Stock was
        issued for no consideration, to $.01 per share. The consideration per
        share shall be computed by dividing the aggregate consideration received
        by the Corporation from the issuance of such Common Stock by the total
        number of shares of Common Stock issued.

        For purposes of any adjustment of the Conversion Price pursuant to this
        clause (i), the following provisions shall be applicable:

               (A) Cash. In the case of the issuance of Common Stock for cash,
        the amount of the consideration received by the Corporation shall be
        deemed to be the amount of the cash proceeds received by the Corporation
        for such Common Stock plus any discounts, commissions, taxes or other
        expenses allowed, paid or incurred by the Corporation for any
        underwriting or otherwise in connection with the issuance and sale
        thereof.

               (B) Consideration Other Than Cash. In the case of the issuance of
        Common Stock (otherwise than upon the conversion of shares of Capital
        Stock or other securities of the


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        Corporation) for a consideration in whole or in part other than cash,
        including securities acquired in exchange therefore (other than
        securities by their terms so exchangeable), the consideration other than
        cash shall be deemed to be the fair value thereof as reasonably
        determined by the Board of Directors, irrespective of any accounting
        treatment.

               (C) Options and Convertible Securities. In the case of the
        issuance of (i) options, warrants or other rights to purchase or acquire
        Common Stock (whether or not at the time exercisable), (ii) securities
        by their terms convertible into or exchangeable for Common Stock
        (whether or not at the time so convertible or exchangeable) or options,
        warrants or rights to purchase such convertible or exchangeable
        securities (whether or not at the time exercisable):

                       (1) the aggregate maximum number of shares of Common
        Stock deliverable upon exercise of such options, warrants or other
        rights to purchase or acquire Common Stock shall be deemed to have been
        issued at the time such options, warrants or rights were issued and for
        a consideration equal to the consideration (determined in the manner
        provided in subclauses (A) and (B) above), if any, received by the
        Corporation upon the issuance of such options, warrants or rights plus
        the maximum aggregate amount of additional consideration (set forth in
        the instruments relating thereto, without regard to any provision
        contained therein for subsequent adjustments of such consideration)
        payable to the Corporation upon the exercise of such options, warrants
        or other rights to purchase or acquire Common Stock;

                       (2) the aggregate maximum number of shares of Common
        Stock deliverable upon conversion of or in exchange for any such
        convertible or exchangeable securities, or upon the exercise of options,
        warrants or other rights to purchase or acquire such convertible or
        exchangeable securities and the subsequent conversion or exchange
        thereof, shall be deemed to have been issued at the time such securities
        were issued or such options, warrants or rights were issued and for a
        consideration equal to the consideration, if any, received by the
        Corporation for any such securities and related options, warrants or
        rights (excluding any cash received on account of accrued interest or
        accrued dividends), plus the additional consideration (determined in the
        manner provided in subclauses (A), (B), and (C)(1), above), if any, to
        be received by the Corporation upon the conversion or exchange of such
        securities, or upon the exercise of any related options, warrants or
        rights to purchase or acquire such convertible or exchangeable
        securities and the subsequent conversion or exchange thereof;

                       (3) on any change in the number of shares of Common Stock
        deliverable upon exercise of any such options, warrants or rights or
        conversion or exchange of such convertible or exchangeable securities or
        any change in the consideration to be received by the Corporation upon
        such exercise, conversion or exchange, including, but not limited to, a
        change resulting from the anti-dilution provisions thereof, the
        Conversion Price as then in effect shall forthwith be readjusted to such
        Conversion Price as would have been obtained had an adjustment been made
        upon the issuance of such options, warrants or rights not exercised
        prior to such change, or of such convertible or exchangeable securities
        not converted or exchanged prior to such change, upon the basis of such
        change;


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                       (4) on the expiration or cancellation of any such
        options, warrants or rights, or the termination of the right to convert
        or exchange such convertible or exchangeable securities, if the
        Conversion Price shall have been adjusted upon the issuance thereof, the
        Conversion Price shall forthwith be readjusted to such Conversion Price
        as would have been obtained had an adjustment been made upon the
        issuance of such options, warrants, rights or exchangeable securities on
        the basis of the issuance only the number of shares of Common Stock
        actually issued upon the exercise of such options, warrants or rights,
        or upon the conversion or exchange of such convertible or exchangeable
        securities; and

                       (5) if the Conversion Price shall have been adjusted upon
        the issuance of any such options, warrants, rights or convertible or
        exchangeable securities, no further adjustment of the Conversion Price
        shall be made for the actual issuance of Common Stock upon the exercise,
        conversion or exchange thereof.

                                (ii) Common Stock Issued at Less than the Fair
        Market Value. If the Corporation shall issue any Common Stock other than
        Excluded Stock (as hereinafter defined) for a consideration per share
        less than the then fair market value per share of the Common Stock
        immediately prior to such issuance (for the purposes of any shares of
        Common Stock issued or deemed issued to finance repayment of the
        $1,000,000 Costner debt fair market value shall be deemed to be $0.85
        per share) and the provisions of Section 3(e)(i) above are not
        applicable to an adjustment in the Conversion Price, the Conversion
        Price in effect immediately prior to each such issuance shall
        immediately (except as provided below) be reduced to the price
        determined by multiplying such Conversion Price by a fraction, the
        numerator of which is (1) an amount equal to the sum of (A) the number
        of shares of Common Stock outstanding immediately prior to such issuance
        and (B) the number of shares of Common Stock issued in such issuance had
        such shares been issued at a price per share equal to the then fair
        market value per share of the Common Stock immediately prior to such
        issuance, and the denominator of which is (2) the total number of shares
        of Common Stock outstanding immediately after such issuance.

        For purposes of any adjustment of the Conversion Price pursuant to this
        clause (ii), the following provisions shall be applicable:

               (A) Cash. In the case of the issuance of Common Stock for cash,
        the amount of the consideration received by the Corporation shall be
        deemed to be the amount of the cash proceeds received by the Corporation
        for such Common Stock plus any discounts, commissions, taxes or other
        expenses allowed, paid, granted or incurred by the Corporation for any
        underwriting or otherwise in connection with the issuance and sale
        thereof.

               (B) Consideration Other Than Cash. In the case of the issuance of
        Common Stock (otherwise than upon the conversion of shares of Capital
        Stock or other securities of the Corporation) for a consideration in
        whole or in part other than cash, including securities acquired in
        exchange therefor (other than securities by their terms so
        exchangeable), the consideration other than cash shall be deemed to be
        the fair value thereof as reasonably determined by the Board of
        Directors, irrespective of any accounting treatment.

               (C) Options and Convertible Securities. In the case of the
        issuance of (i) options, warrants or other rights to purchase or acquire
        Common Stock (whether or not at the time


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        exercisable), (ii) securities by their terms convertible into or
        exchangeable for Common Stock (whether or not at the time so convertible
        or exchangeable) or options, warrants or rights to purchase such
        convertible or exchangeable securities (whether or not at the time
        exercisable):

                       (1) the aggregate maximum number of shares of Common
        Stock deliverable upon exercise of such options, warrants or other
        rights to purchase or acquire Common Stock shall be deemed to have been
        issued at the time such options, warrants or rights were issued and for
        a consideration equal to the consideration (determined in the manner
        provided in subclauses (A) and (B) above), if any, received by the
        Corporation upon the issuance of such options, warrants or rights plus
        the maximum aggregate amount of additional consideration (set forth in
        the instruments relating thereto, without regard to any provision
        contained therein for subsequent adjustments of such consideration)
        payable to the Corporation upon the exercise of such options, warrants
        or other rights to purchase or acquire Common Stock;

                       (2) the aggregate maximum number of shares of Common
        Stock deliverable upon conversion of or in exchange for any such
        convertible or exchangeable securities, or upon the exercise of options,
        warrants or other rights to purchase or acquire such convertible or
        exchangeable securities and the subsequent conversion or exchange
        thereof, shall be deemed to have been issued at the time such securities
        were issued or such options, warrants or rights were issued and for a
        consideration equal to the consideration, if any, received by the
        Corporation for any such securities and related options, warrants or
        rights (excluding any cash received on account of accrued interest or
        accrued dividends), plus the additional consideration (determined in the
        manner provided in subclauses (A), (B), and (C)(1), above), if any, to
        be received by the Corporation upon the conversion or exchange of such
        securities, or upon the exercise of any related options, warrants or
        rights to purchase or acquire such convertible or exchangeable
        securities and the subsequent conversion or exchange thereof;

                       (3) on any change in the number of shares of Common Stock
        deliverable upon exercise of any such options, warrants or rights or
        conversion or exchange of such convertible or exchangeable securities or
        any change in the consideration to be received by the Corporation upon
        such exercise, conversion or exchange, including, but not limited to, a
        change resulting from the anti-dilution provisions thereof, the
        Conversion Price as then in effect shall forthwith be readjusted to such
        Conversion Price as would have been obtained had an adjustment been made
        upon the issuance of such options, warrants or rights not exercised
        prior to such change, or of such convertible or exchangeable securities
        not converted or exchanged prior to such change, upon the basis of such
        change;

                       (4) on the expiration or cancellation of any such
        options, warrants or rights, or the termination of the right to convert
        or exchange such convertible or exchangeable securities, if the
        Conversion Price shall have been adjusted upon the issuance thereof, the
        Conversion Price shall forthwith be readjusted to such Conversion Price
        as would have been obtained had an adjustment been made upon the
        issuance of such options, warrants, rights or exchangeable securities on
        the basis of the issuance only the number of shares of Common Stock
        actually issued upon the exercise of such options, warrants or rights,
        or upon the conversion or exchange of such convertible or exchangeable
        securities; and

                       (5) if the Conversion Price shall have been adjusted upon
        the issuance of any such options, warrants, rights or convertible or
        exchangeable securities, no further


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        adjustment of the Conversion Price shall be made for the actual issuance
        of Common Stock upon the exercise, conversion or exchange thereof.

                                (iii) Excluded Stock. "Excluded Stock" shall
        mean (A) shares of Common Stock issued or reserved for issuance by the
        Corporation as a stock dividend payable in shares of Common Stock, or
        upon any subdivision or split-up of the outstanding shares of Common
        Stock or Preferred Stock, or upon conversion or exercise of shares of
        Series AA-2 Preferred Stock or those certain warrants issued in
        connection with the sale of shares of Series AA-2 Preferred Stock, or
        upon conversion or exercise of the Series A Preferred Stock or those
        certain warrants issued in connection with the sale of the Series A
        Preferred Stock; (B) the issuance of up to 3,000,000 shares of Common
        Stock to be issued or reserved for issuance to employees, consultants,
        officers or directors of the Corporation pursuant to the Corporation's
        1999 Stock Compensation Program, provided the exercise price for any
        options is at least equal to the fair market value of the Common Stock
        at the time the option was granted and the sales price for any shares of
        Common Stock issued under such plan is at least equal to the fair market
        value of the Common Stock at the time the shares are sold other than
        pursuant to the exercise of an option under such a plan; (C) shares of
        Common Stock or options or warrants for shares of Common Stock issued or
        reserved for issuance by the Corporation pursuant to the acquisition of
        stock or assets of an unaffiliated Person, provided that the
        consideration received by the Corporation for such shares of Common
        Stock shall be at least equal to the fair market value of the Common
        Stock at the time of such acquisition and the aggregate number of shares
        of Common Stock issued under this clause (C) and clause (D) below shall
        not exceed 1,000,000 shares; (D) shares of Common Stock or options or
        warrants for shares of Common Stock issued or reserved for issuance by
        the Corporation to equipment lessors, banks, financial institutions or
        similar entities in connection with commercial credit arrangements,
        equipment financing or similar transactions, provided that the aggregate
        number of shares of Common Stock issued under this clause (D) and clause
        (C) above shall not exceed 1,000,000 shares; (E) shares of Common Stock
        issued or reserved for issuance by the Corporation as a dividend or
        other distribution in connection with which an adjustment to the
        Conversion Price is made pursuant to Section 3(e)(iv) or (v); (F)
        issuance of securities in a public offering in which all of the Series
        AA-2 Preferred Stock will be converted, provided that such offering is
        made pursuant to a firm underwriting agreement and the net proceeds to
        the Corporation are at least $15 million; and (G) shares of Common Stock
        issued pursuant to currently outstanding options, warrants, notes, or
        other rights to acquire securities of the Corporation which were issued
        or authorized to be issued as of the Original Issue Date. All shares of
        Excluded Stock which the Corporation has reserved for issuance shall be
        deemed to be outstanding for all purposes of computations under Section
        3(e).

                                (iv) Stock Dividends, Subdivisions,
        Reclassifications or Combinations. If the Corporation shall (i) declare
        a dividend or make a distribution on its Common Stock in shares of its
        Common Stock, (ii) subdivide or reclassify the outstanding Common Stock
        into a greater number of shares, or (iii) combine or reclassify the
        outstanding Common Stock into a smaller number of shares, the Conversion
        Price in effect at the time of the record date for such dividend or
        distribution or the effective date of such subdivision, combination or
        reclassification shall be proportionately adjusted so that the holder of
        any shares of Series AA-2 Preferred Stock surrendered for conversion
        after such date shall be entitled to receive the number of shares of
        Common Stock which the holder would have owned or been entitled to
        receive had such Series AA-2 Preferred Stock been converted immediately
        prior to


                                       9


<PAGE>
        such date. Successive adjustments in the Conversion Price shall be made
        whenever any event specified above shall occur.

                                (v) Consolidation, Merger, Sale, Lease or
        Conveyance. In case of any consolidation with or merger of the
        Corporation with or into another corporation, or in case of any sale,
        lease or conveyance to another corporation of the assets of the
        corporation as an entirety or substantially as an entirety, each share
        of Series AA-2 Preferred Stock shall after the date of such
        consolidation, merger, sale, lease or conveyance be convertible into the
        number of shares of stock or other securities or property (including
        cash) to which the Common Stock issuable (at the time of such
        consolidation, merger, sale, lease or conveyance) upon conversion of
        such share of Series AA-2 Preferred Stock would have been entitled upon
        such consolidation, merger, sale, lease or conveyance; and in any such
        case, if necessary, the provisions set forth herein with respect to the
        rights and interests thereafter of the holders of the shares of Series
        AA-2 Preferred Stock shall be appropriately adjusted so as to be
        applicable, as nearly as may reasonably be, to any shares of stock or
        other securities or property thereafter deliverable on the conversion of
        the shares of Series AA-2 Preferred Stock.

                                (vi) Rounding of Calculations; Minimum
        Adjustment. All calculations under this Section 3(e) shall be made to
        the nearest cent or to the nearest one hundredth (1/100th) of a share,
        as the case may be. Any provisions of this Section 3 to the contrary
        notwithstanding, no adjustment in the Conversion Price shall be made if
        the amount of such adjustment would be less than $0.01, but any such
        amount shall be carried forward and an adjustment with respect thereto
        shall be made at the time of and together with any subsequent adjustment
        which, together with such amount and any other amount or amounts so
        carried forward, shall aggregate $0.01 or more.

                                (vii) Timing of Issuance of Additional Common
        Stock Upon Certain Adjustments. In any case in which the provisions of
        this Section 3(e) shall require that an adjustment shall become
        effective immediately after a record date for an event, the Corporation
        may defer until the occurrence of such event (A) issuing to the holder
        of any share of Series AA-2 Preferred Stock converted after such record
        date and before the occurrence of such event the additional shares of
        Common Stock issuable upon such conversion by reason of the adjustment
        required by such event over and above the shares of Common Stock
        issuable upon such conversion before giving effect to such adjustment
        and (B) paying to such holder any amount of cash in lieu of a fractional
        share of Common Stock pursuant to Section 3(e); provided that the
        Corporation upon request shall deliver to such holder a due bill or
        other appropriate instrument evidencing such holder's right to receive
        such additional shares, and such cash, upon the occurrence of the event
        requiring such adjustment.

                       (f) Statement Regarding Adjustments Whenever the
        Conversion Price shall be adjusted as provided in Section 3(e), the
        Corporation shall forthwith file, at the office of any transfer agent
        for the Series AA-2 Preferred Stock, if any, and at the principal office
        of the Corporation, a statement showing in detail the facts requiring
        such adjustment and the Conversion Price that shall be in effect after
        such adjustment, and the Corporation shall also cause a copy of such
        statement to be sent by mail, first class postage prepaid, to each
        holder of shares of Series AA-2 Preferred Stock at its address appearing
        on the Corporation's records. Each such statement shall be signed by the
        Corporation's independent public accountants, if


                                       10


<PAGE>
        applicable. Where appropriate, such copy may be given in advance and may
        be included as part of a notice required to be mailed under the
        provisions of Section 3(g).

                       (g) Notice to Holders. In the event the Corporation shall
        propose to take any action of the type described in clauses (i) or (ii)
        (but only if the action of the type described in clauses (i) or (ii)
        would result in an adjustment in the Conversion Price) of Section 3(e)
        and in clauses (iv) or (v) of Section 3(e), the Corporation shall give
        notice to each holder of shares of Series AA-2 Preferred Stock, in the
        manner set forth in Section 3(f), which notice shall specify the record
        date, if any, with respect to any such action and the approximate date
        on which such action is to take place. Such notice shall also set forth
        such facts with respect thereto as shall be reasonably necessary to
        indicate the effect of such action (to the extent such effect may be
        known at the date of such notice) on the Conversion Price and the
        number, kind or class of shares or other securities or property which
        shall be deliverable upon conversion of shares of Series AA-2 Preferred
        Stock. In the case of any action which would require the fixing of a
        record date, such notice shall be given at least 10 days prior to the
        date so fixed, and in case of all other action, such notice shall be
        given at least 15 days prior to the taking of such proposed action.
        Failure to give such notice, or any defect therein, shall not affect the
        legality or validity of any such action.

                       (h) Treasury Stock. For the purposes of this Section 3,
        the sale or other disposition of any Common Stock theretofore held in
        the Corporation's treasury shall be deemed to be an issuance thereof.

                       (i) Costs. The Corporation shall pay all documentary,
        stamp, transfer or other transactional taxes attributable to the
        issuance or delivery of shares of Common Stock upon conversion of any
        shares of Series AA-2 Preferred Stock; provided, that the Corporation
        shall not be required to pay any taxes which may be payable in respect
        of any transfer involved in the issuance for delivery of any certificate
        for such shares in a name other than that of the holder of the shares of
        Series AA-2 Preferred Stock in respect of which such shares are being
        issued.

                       (j) Reservations of Shares. The Corporation shall reserve
        at all times so long as any shares of Series AA-2 Preferred Stock remain
        outstanding, free from preemptive rights, out of its treasury stock (if
        applicable) or its authorized but unissued shares of Common Stock, or
        both, solely for the purpose of effecting the conversion of the shares
        of Series AA-2 Preferred Stock, sufficient shares of Common Stock to
        provide for the conversion of all outstanding shares of Series AA-2
        Preferred Stock.

               4. LIQUIDATION RIGHTS; PRIORITY.

                       (a) In the event of any liquidation, merger, sale,
        consolidation or dissolution or winding up of the affairs of the
        Corporation, whether voluntary or involuntary (a "Liquidation"), the
        holders of shares of the Series AA-2 Preferred Stock shall be entitled
        to receive, after payment or provision for payment of the debts and
        other liabilities of the Corporation and after payment of the
        liquidation preference of any Senior Securities, out of the remaining
        net assets of the Corporation, whether such assets are capital or
        surplus and whether or not any dividends as such are declared, the
        Liquidation Preference (and the pro rata portion thereof in the case of
        fractional shares), together with an amount equal to all accrued and
        unpaid


                                       11


<PAGE>
        dividends thereon to the date fixed for distribution, before any
        distribution shall be made with respect to any Junior Securities
        (collectively, the "Liquidation Amount"). In the event of any change in
        the Corporation's Series AA-2 Preferred Stock by reason of stock
        dividends, split-ups, mergers, recapitalizations, combinations,
        exchanges of shares or the like, the Liquidation Preference per share of
        Series A Preferred Stock shall be appropriately adjusted by the Board of
        Directors so as to protect the rights of the holders of shares of Series
        AA-2 Preferred Stock.

                       (b) Except as otherwise provided in this Section 4,
        holders of Series AA-2 Preferred Stock shall not be entitled to any
        participation in any distribution of assets in the event of any
        Liquidation.

                       (c) If, upon any Liquidation, the amounts payable with
        respect to the Series AA-2 Preferred Stock and any Parity Securities are
        not paid in full, holders of the Series AA-2 Preferred Stock and holders
        of any Parity Securities will share ratably in any distribution of the
        assets of the Corporation in proportion to the respective amounts that
        would be payable per share if such assets are sufficient to permit
        payment in full.

                       (d) Written notice of any Liquidation stating a payment
        date and the place where the distributive amounts shall be payable,
        shall be given by mail, postage prepaid, not less than thirty (30) days
        prior to the payment date stated therein, to the holders of record of
        the Series AA-2 Preferred Stock at their respective addresses as the
        same shall appear on the books of the Corporation.

                       (e) Any liquidation payment with respect to each
        fractional share of the Series AA-2 Preferred Stock outstanding shall be
        equal to a ratably proportionate amount of the Liquidation Amount with
        respect to each outstanding whole share of Series AA-2 Preferred Stock.

               5. VOTING AND RANKING.

               The Corporation shall not, without the affirmative vote or
        written consent of the holders of at least a majority of the outstanding
        Series AA-2 Preferred Stock, (i) authorize or issue, or obligate itself
        to issue, any Parity Securities or Senior Securities, (ii) increase the
        maximum number of shares of Series AA-2 Preferred Stock from that set
        forth in Section 1, or (iii) issue any additional shares of Series A
        Preferred Stock after the date hereof. Subject to the limitations on
        voting set forth in Section 1(a), the holders of Series AA-2 Preferred
        Stock shall have the right to vote the shares of Series AA-2 Preferred
        Stock held by them on all matters submitted to a vote of the holders of
        Common Stock on an as-converted basis, as if converted into 200 shares
        of Common Stock (as adjusted pursuant to the previsions of Section 5(iv)
        and (v) as applicable), together with the holders of Common Stock as a
        single class, provided that, unless otherwise required by law, the
        holders of a majority of the outstanding shares of Series AA-2 Preferred
        Stock may amend this Certificate of Designation.

               6. REPORTS.

               So long as the Series AA-2 Preferred Stock remains outstanding,
        the Corporation shall cause its annual reports to holders of Common
        Stock and any quarterly or other financial reports and information
        furnished by it to holders of Common Stock pursuant to the requirements
        of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
        to be


                                       12


<PAGE>
        mailed to the holders of the Series A Preferred Stock (no later than the
        date such materials are mailed to the Corporation's holders of Common
        Stock) at their addresses appearing on the books of the Corporation.

               7. REDEMPTION.

                       (a) Mandatory Redemption. If any of the Series AA-2
        Preferred Stock remain outstanding on December 31, 2007 (the "Mandatory
        Redemption Date"), then the Corporation shall be required to redeem all
        of such Series AA-2 Preferred Stock at a price per share of Series AA-2
        Preferred Stock equal to the Issuance Price plus all accrued and unpaid
        dividends thereon (the "Mandatory Redemption Price" and together with
        the Major Transaction Redemption Price (as defined below), and the
        Triggering Event Redemption Price (as defined below), each a "Redemption
        Price").

                       (b) Redemption upon Major Transaction.

                                (i) If any shares of the Series AA-2 Preferred
        Stock remain outstanding on the date on which a Major Transaction is
        consummated (the "Major Transaction Date"), the Corporation or its
        successor on the Major Transaction Date, shall redeem for cash all of
        the outstanding Series AA-2 Preferred Stock, other than shares held by a
        Person who is a holder of Series AA-2 Preferred Stock or an Affiliate of
        such holder with whom such Major Transaction is consummated, at a price
        per share of Series AA-2 Preferred Stock equal to the Liquidation
        Preference per share ("Major Transaction Redemption Price"). The
        provisions of this Section 7(b)(i) shall not be deemed to restrict the
        ability of a holder to convert Series A Preferred Stock pursuant to the
        provisions of Section 1(a) and Section 3 at any time and from time to
        time before the Major Transaction Date.

                                (ii) A "Major Transaction" means the occurrence
        at such time of any of the following events: (x) the consummation of a
        consolidation, merger or reorganization of the Corporation with or into
        another Person (other than (1) pursuant to a migratory merger effected
        solely for the purpose of changing the jurisdiction of incorporation of
        the Corporation; or (2) pursuant to a consolidation, merger or
        reorganization after which the holders of the Corporation's outstanding
        Common Stock immediately prior to the consolidation, merger or
        reorganization own a number of shares of the resulting company's
        outstanding capital stock sufficient to elect a majority of the
        resulting company's board of directors; (y) the consummation of a sale,
        transfer, lease, disposal or abandonment (whether in one transaction or
        in a series of transactions) of all or substantially all of the
        Corporation's assets; or (z) the consummation of a purchase, tender or
        exchange offer for more than 50% of the outstanding shares of Common
        Stock or other voting securities of the Corporation is made and accepted
        by the holders thereof.

                                (iii) Within five (5) days after the Corporation
        enters into an agreement to effect a Major Transaction but not prior to
        the public announcement of such Major Transaction or the public
        announcement of a third-party tender offer that would, if consummated,
        constitute a Major Transaction, the Corporation shall deliver written
        notice thereof via facsimile and overnight courier to each holder of
        Series A Preferred Stock.


                                       13


<PAGE>
               (c) Right to Require Redemption upon Triggering Event.

                                (i) Triggering Event. After a Triggering Event
        (as defined in Section 7(c)(ii) below), each holder of Series AA-2
        Preferred Stock shall have the right, at such holder's option, to
        require the Corporation to redeem all or a portion of such holder's
        Series AA-2 Preferred Stock at a price per share equal to the
        Liquidation Preference (the "Triggering Event Redemption Price"). The
        provisions of this Section 7(c)(i) shall not be deemed to restrict the
        ability of a holder to convert the Series A Preferred Stock pursuant to
        the provisions of Section 3 at any time and from time to time before
        such holder receives the Triggering Event Redemption Price.

                                (ii) A "Triggering Event" shall be deemed to
        have occurred at such time as any of the following events:

                                        (x) the failure of the Common Stock or
        the shares of Common Stock into which the Series AA-2 Preferred Stock
        are convertible to be listed on the American Stock Exchange (the
        "AMEX"), the New York Stock Exchange ("NYSE") or the Nasdaq Stock Market
        for a period of 10 Business Days during any period of 12 months (the
        "Delisting Period");

                                        (y) the Corporation's notice to any
        holder of Series AA-2 Preferred Stock, including by way of public
        announcement, at any time, of its intention not to comply with proper
        requests for conversion of any Series AA-2 Preferred Stock into shares
        of Common Stock, except in any case in which the basis for such
        intention by the Corporation is a bona fide dispute as to the right of
        such holder to such conversion; or

                                        (z) the occurrence of a Default;

        provided, however, that any demand for redemption under this Section
        7(c) must be made by a holder within 90 days after receipt of the Notice
        of Triggering Event (as defined in Section 7(d));

                       (d) Mechanics of Redemption.

                                (i) Upon Triggering Event. Within one day after
        the occurrence of a Triggering Event, the Corporation shall deliver
        written notice thereof via facsimile and overnight courier to each
        holder (each a "Notice of Triggering Event"). Within 30 days after
        receipt of a Notice of Triggering Event, but only for so long as the
        facts giving rise to the Triggering Event continue to exist, any holder
        of Series AA-2 Preferred Stock may require the Corporation to redeem all
        or any portion of its Series AA-2 Preferred Stock by delivering written
        notice thereof via facsimile or overnight courier (each a "Notice of
        Voluntary Redemption Upon Triggering Event") to the Corporation, which
        Notice of Voluntary Redemption Upon Triggering Event shall indicate (A)
        the number of Series AA-2 Preferred Stock that such holder is requesting
        redemption for and (B) the Triggering Event Redemption Price as
        calculated pursuant to Section 7(c)(i) above. The Corporation shall pay
        such holder the Triggering Event Redemption Price within five Business
        Days after receipt of the Notice of Voluntary Redemption Upon Triggering
        Event.


                                       14


<PAGE>
                                (ii) Upon Major Transaction. Payment of the
        Major Transaction Redemption Price shall be made immediately prior to
        consummation of the Major Transaction upon surrender of all certificates
        therefor, duly endorsed for cancellation, to the Corporation or its
        transfer agent. As of the Major Transaction Date, no Person shall have
        any rights in respect of Series AA-2 Preferred Stock, except the right
        to receive the Major Transaction Redemption Price.

                                (iii) Upon Mandatory Redemption Date. On the
        Mandatory Redemption Date, the Company will pay the holders of the
        Series A Preferred Stock the Mandatory Redemption Price upon surrender
        of all certificates therefor, duly endorsed for cancellation, to the
        Corporation or its transfer agent. As of the Mandatory Redemption Date,
        no Person shall have any rights in respect of Series AA-2 Preferred
        Stock, except the right to receive the Mandatory Redemption Price.

                                (iv) Payment in Immediately Available Funds. The
        Redemption Price shall be paid in immediately available funds.

               8. CERTAIN DEFINITIONS.

               The following terms shall have the meanings set forth below:

               "Affiliate" means a Person that is an affiliate or an associate
        (as such terms are defined in Rule 12b-2 promulgated under the
        Securities Exchange Act of 1934, as amended) of the Person specified.

               "Business Day" means any day other than a Saturday, a Sunday, any
        day on which the New York Stock Exchange is closed or any other day on
        which banking institutions in Ft. Lauderdale, Florida are authorized or
        required by law to be closed.

               "Capital Stock" means any and all shares, interests,
        participations or other equivalents (however designated) of corporate
        stock or any and all equivalent ownership interests in a Person (other
        than a corporation).

               "Closing" means the date on which the transactions contemplated
        by the Securities Purchase Agreement, dated as of March 11, 2002 (the
        "Securities Purchase Agreement"), between the purchasers listed therein
        on Schedule I and the Corporation and pursuant to which the Series A
        Preferred Stock will be sold, are consummated.

               "Common Stock" means the 23,000,000 shares of Common Stock of the
        Corporation authorized for issuance in its Restated Certificate of
        Incorporation.

               "Default" mean the occurrence of any of the following: (i) the
        failure of the Common Stock or the shares of Common Stock into which the
        Series AA-2 Preferred Stock are convertible to be listed on the AMEX,
        the NYSE or the Nasdaq Stock Market for a period of 10 Business Days
        during any period of 12 months, (ii) the failure of the Corporation to
        declare or pay any dividend on the Series AA-2 Preferred Stock on any
        Dividend Payment Date; (iii) the failure of the Corporation to perform
        any of its covenants under this Certificate of Designation in any
        material respect which failure is not cured within 10 Business Days
        after written notice from any holder of Series AA-2 Preferred Stock;
        (iv) there shall have occurred


                                       15


<PAGE>
        a default or an event which with the giving of notice or the passage of
        time would constitute a default under any instrument governing the
        indebtedness for borrowed money or capital lease obligations of the
        Corporation or any of its Subsidiaries having a remaining principal
        balance of $1,000,000 or more at the time such default or event
        occurred; (v) the failure of the Corporation to satisfy the Shareholder
        Approval Requirement by May 3, 2002, (vi) a material breach of any of
        the material representations in the Securities Purchase Agreement
        resulting in a Material Adverse Effect (as defined in the Securities
        Purchase Agreement) on the Corporation, (vii) a material breach of any
        of the material covenants under the Securities Purchase Agreement that
        is not cured within 10 Business Days after written notice from any
        holder of Series AA-2 Preferred Stock, or (viii) a breach of the
        material covenants under the Registration Rights Agreement, dated as of
        the date hereof, between the holders listed therein and the Corporation
        that is not cured within 10 Business Days after written notice from any
        holder of Series AA-2 Preferred Stock.

               "Person" means any individual, corporation, limited liability
        company, partnership, joint venture, association, joint-stock company,
        trust, unincorporated organization or government or any agency or
        political subdivision thereof.

               "Subsidiary" shall mean, for any Person, any corporation,
        partnership or other entity of which at least a majority of the
        securities or other ownership interests having by their terms ordinary
        voting power to elect a majority of the board of directors or other
        persons performing similar functions of such corporation, partnership or
        other entity (irrespective of whether or not at the time securities or
        other ownership interests of any other class or classes of such
        corporation, partnership or other entity shall have or might have voting
        power by reason of the happening of any contingency) is at the time
        directly or indirectly owned or controlled by such Person or one or more
        Subsidiaries of such Person.

               9. LOST OR STOLEN CERTIFICATES.

               Upon receipt by the Corporation of evidence satisfactory to the
        Corporation of the loss, theft, destruction or mutilation of any
        Preferred Stock Certificates representing the Series AA-2 Preferred
        Stock, and, in the case of loss, theft or destruction, of any
        indemnification undertaking by the holder to the Corporation and, in the
        case of mutilation, upon surrender and cancellation of the
        certificate(s) representing Series AA-2 Preferred Stock, the Corporation
        shall execute and deliver new certificate(s) therefor of like tenor and
        date; provided, however, the Corporation shall not be obligated to
        re-issue such certificates if the holder contemporaneously requests the
        Corporation to convert such Series AA-2 Preferred Stock into Common
        Stock; and provided, further, the Corporation may require such holder to
        post an indemnity bond for the reasonable value of the Series AA-2
        Preferred Stock represented by the lost certificate(s) unless such
        holder was an original purchaser of the Series AA-2 Preferred Stock or
        an affiliate of such original purchaser.

               AND FURTHER RESOLVED, that, before the Corporation shall issue
        any shares of the Series AA-2 Preferred Stock, a certificate pursuant to
        Section 151 of the General Corporation Law of the State of Delaware
        shall be executed, acknowledged, filed and recorded in accordance with
        the provisions of said Section 151, and the proper officers of the
        Corporation are hereby authorized and directed to do all acts and things
        which may be necessary or proper in their opinion to carry into effect
        the purposes of and intent of this and the foregoing resolutions.


                                       16


<PAGE>
               IN WITNESS WHEREOF, the Corporation has caused this Certificate
to be signed in its name and on its behalf and attested on this ___ day of March
2002, by duly authorized officers of the Corporation.


                                      HOLIDAY RV SUPERSTORES, INC.,
                                      Delaware corporation



                                      By: /s/ Marcus A. Lemonis
                                         --------------------------------
                                             Marcus A. Lemonis
                                             Chief Executive Officer

ATTEST:


By  /s/ Casey Gunnell
   --------------------------------
        Casey Gunnell
        President