<PAGE>





                                 GROUND LEASE




                                    between




                               SAMUEL J. FURROW,
                             a Tennessee resident,
                                  as Lessor,




                                      and




                              iRV-KNOXVILLE, INC.
                                   as Lessee







                             Dated March ___, 2000


<PAGE>
<PAGE>
                               TABLE OF CONTENTS

                                                                   Page
                                                                   ----
                                   ARTICLE I
                            GRANT AND TERM OF LEASE

Section 1.1    Land                                                   4
Section 1.2    Premises                                               4
Section 1.3    Term                                                   4
Section 1.4    Renewal Term                                           4

                                  ARTICLE II
                 COVENANTS OF QUIET ENJOYMENT AND AS TO TITLE

Section 2.1    Quiet Enjoyment                                        5
Section 2.2    Lessor's Title                                         5
Section 2.3    Ingress and Egress Easement                            5

                                  ARTICLE III
                          RENTS, TAXES AND UTILITIES

Section 3.1    Rent                                                   6
Section 3.2    Taxes and Assessments                                  6
Section 3.3    Utilities                                              6
Section 3.4    Lessor's Right to Pay on Behalf of Lessee              7
Section 3.5    Interest Upon Default                                  7

                                  ARTICLE IV
                                 CONDEMNATION

Section 4.1    Allocation of Proceeds; Termination of
               Lease; Restoration                                     7

                                   ARTICLE V
                            IMPROVEMENT OF PREMISES

Section 5.1    Lessee's Right to Construct                            7
Section 5.2    Lessee's Right to Demolish                             7

                                  ARTICLE VI
                      USE OF PREMISES-REPAIRS-ALTERATIONS

Section 6.1    Permitted Uses                                         8
Section 6.2    Lessee's Compliance                                    8
Section 6.3    "As Is" Condition; Repairs and Maintenance             8
Section 6.4    Zoning; Governmental Restrictions and Mandates         8
Section 6.5    Surrender of Premises                                  9
Section 6.6    Environmental Covenant                                 9

                                  ARTICLE VII
                            INSURANCE AND INDEMNITY

Section 7.1    Personal Injury                                        9
Section 7.2    Fire and Casualty                                      9
Section 7.3    Delivery of Policies or Certificates;
               Cancellation Notice                                    10
Section 7.4    Lessee's Indemnity                                     10

                                 ARTICLE VIII
                           MORTGAGE OF THE LEASEHOLD

Section 8.1    Right to Mortgage Leasehold                            10
Section 8.2    Notices Required of Lessor                             11

                                  ARTICLE IX
                        DEFAULT-FORFEITURE-TERMINATION

Section 9.1    Termination Upon Default                               11
Section 9.2    Event of Default, Default Defined                      11
Section 9.3    Remedies Upon Default                                  11
Section 9.4    Lessor's Property Rights Upon Termination or
               Expiration of Lease                                    12

                                   ARTICLE X
                             ASSIGNMENT-SUBLETTING

Section 10.1   Assignments                                            12
Section 10.2   Subletting                                             13

                                  ARTICLE XI
                                 MISCELLANEOUS

Section 11.1   Inspection                                             13
Section 11.2   Notices                                                13
Section 11.3   No Waste                                               13
Section 11.4   Entire Agreement                                       13
Section 11.5   Time of Essence                                        13
Section 11.6   Estoppel Certificates                                  14
Section 11.7   Memorandum of Lease                                    14
Section 11.8   Exculpatory Clause                                     14

SIGNATURE PAGE                                                        14

                                   EXHIBITS

EXHIBIT A - Description                                               15
EXHIBIT B - Description                                               16
EXHIBIT C - Encumbrances                                              17

<PAGE>
<PAGE>
                                 GROUND LEASE


     THIS LEASE is made and entered into as of the ____ day of March, 2000, by
and between SAMUEL J. FURROW, a Tennessee resident (hereinafter referred to as
"Lessor"), and iRV-KNOXVILLE, INC., Colorado corporation (hereinafter referred
to as "Lessee").

                                   ARTICLE I
                            GRANT AND TERM OF LEASE

Section 1.1  Land.  For the rent and upon the terms and conditions hereinafter
stated, Lessor leases to Lessee and Lessee leases from Lessor the following
described property:

     Approximately 2.25 acres of land, more or less, located in Knox County,
     Tennessee, more particularly shown as Parcel "A" on the survey plat
     attached hereto as Exhibit A, such exhibit which is incorporated by
     reference herein; and

     Approximately 2.95 acres of land, more or less, located in Knox County,
     Tennessee, more particularly shown as the area outlined in red on the
     site plan attached hereto as Exhibit B, such exhibit which is
     incorporated by reference herein, together with the approximately six
     thousand (6,000) square foot building located thereon.

Section 1.2  Premises.  TO HAVE AND TO HOLD unto Lessee, for the full term of
this Lease in accordance with the terms and provisions of this Lease, the
above described property together with any improvements now or hereafter
constructed thereon and together with all privileges and appurtenances
thereunto belonging or appertaining, including any rights, interest, easements
and reversions of Lessor now or hereafter existing in, to, or under adjacent
streets, sidewalks, alleys and party walls (hereinafter collectively referred
to as the "Premises").

Section 1.3  Term.  The initial term of this Lease (the "Initial Term") shall
commence as of March 1, 2000 and shall continue to and include February 28,
2007, unless this Lease shall be sooner terminated as herein provided.

Section 1.4  Renewal Term.  Lessor hereby grants and conveys to Lessee the
right and option to renew or extend the Initial Term of this Lease for two (2)
additional periods of five (5) years (such terms referred to hereinafter as
the "Renewal Terms") on the same terms and conditions contained herein with
the following exception:

     The monthly rental rate shall be increased per year by the annual
increase in the Consumer Price Index (CPI "U").  Lessee must deliver written
notice of its exercising the right to renew the term of this Lease not later
than sixty (60) days prior to the end of the Initial Term.

                                  ARTICLE II
                 COVENANTS OF QUIET ENJOYMENT AND AS TO TITLE

Section 2.1  Quiet Enjoyment.  Lessee, upon paying the rent hereby reserved,
and performing and observing the several covenants by it to be kept and
performed, may peaceably hold and enjoy the Premises with exclusive control
and possession thereof during the full term of this Lease.

Section 2.2  Lessor's Title.  Lessor warrants that it has fee simple title to
the Premises and that the Premises shall be delivered to Lessee subject only
to those exceptions and other matters reflected on Exhibit C attached hereto
and incorporated by reference herein for all purposes.

Section 2.3  Ingress and Egress Easement.  Lessor is the owner of the real
property adjacent to the Premises shown as Parcel "B" on Exhibit A and shown
as the Easement Area on Exhibit B.  A road  (the "Road") part of which is
designated as Parcel "C" on Exhibit A extends from Cogdill Road to the
Premises notwithstanding that the extension of the Road across Parcel B is not
shown on the survey attached as Exhibit A and then extends north through the
Easement Area on Exhibit B to Lexington Drive.  To the extent necessary to
facilitate the free flow of traffic from Cogdill Road to Lexington Drive,
Lessor retains easements of ingress and egress over the Premises.  Lessor
hereby establishes and grants for the benefit of the Lessee and its successors
and assigns a non-exclusive easement, license, right and privilege to use the
Road for ingress and egress between the Premises and Cogdill Road and between
the Premises and Lexington Drive.  Such easement may at the request of Lessor
be evidenced by separate written agreement recorded with the Register of Deeds
of Knox County and shall be binding upon all successors and assigns of Lessor.
Such easement shall continue in full force and effect until the termination of
this Lease (including the termination of the Renewal Terms).  Such easement
shall terminate and expire and no longer be binding upon Parcel B and the
Lessor or its successors and assigns after the termination of this Lease.  The
Lessor can unilaterally without the consent or approval of any kind from
Lessee record with the Knox County Register of Deeds a termination of such
easement at the time the easement expires, and that such recording shall be
sufficient in all aspects to evidence the termination of such easement.

                                  ARTICLE III
                          RENTS, TAXES AND UTILITIES

Section 3.1  Rent.  Lessee agrees to pay Lessor promptly on the first day of
each month, in advance, during the Initial Term of this Lease a monthly rental
in the amount of Seven Thousand Two Hundred Dollars ($7,200.00).  If the date
of this Lease is not the first (1st) day of the month, a prorated monthly
installment of the rent shall be paid by Lessee to Lessor for the period of
time from such date to the first (1st) day of the next succeeding month and,
thereafter, the rent shall be paid on the first (1st) day of each month.

     Rent shall be paid notwithstanding any casualties or other destruction to
the Premises or any improvements located thereon.

Section 3.2  Taxes and Assessments.  Lessee shall pay to the public authority
charged with the collection thereof at least thirty (30) days before the same
become delinquent, and indemnify and save harmless Lessor from all taxes,
assessments, license fees, excises, imposts, and charges that during the full
term of this Lease shall be levied, assessed, charged or imposed upon the
Premises, except that:

     (a)  Special assessments on account of any street or other public
improvement resulting in benefits to the Premises having a useful life beyond
the remaining term of this Lease shall be fairly allocated between the fee and
the leasehold depending upon the unexpired term of this Lease, the benefit to
the fee being reduced to its then present value; and the amount so allocated
to the fee shall be paid by Lessor and the remainder by Lessee;

     (b)  Income, sales, use, excise, or other taxes imposed on the rents or
other sums payable to Lessor hereunder shall not be chargeable to Lessee; and

     (c)  If all or a portion of the Premises are taxed as part of larger
parcels, the Lessee shall pay (i) all real property taxes and assessments
allocable to the improvements located on the Premises plus (ii) a pro-rata
share of the taxes and assessments allocable to the land comprising the
Premises, such pro-rata share to be a fraction, the numerator of which is the
total land area of that portion of the Premises and the denominator of which
is the total land area comprising the tax parcel of which the Premises are a
part.

Except as provided above, Lessee shall bear all taxes of every sort which
would be levied, assessed, charged or imposed against Lessee if Lessee were
the fee simple owner of the Premises.

     Lessee also agrees to pay Lessee's Proportionate Share (as hereinafter
defined) of all taxes, assessments, maintenance and operating costs related to
the Road; provided however, at no time shall Lessee pay for the initial paving
of the Road.  Lessee's Proportionate Share shall be defined as a fraction, the
numerator of which is the acreage of the Premises and the denominator of which
is 7.21.

Section 3.3  Utilities.  Lessee is to be responsible for and shall pay all
utility bills, including but not limited to, bills for water, electricity,
gas, steam and telephone.

Section 3.4  Lessor's Right to Pay on Behalf of Lessee.  In the case of any
default by Lessee in the payment of any taxes, assessments, license, fees,
excises, imposts or charges, or premiums of insurance, or the payment of any
amounts herein provided to be paid other than the amounts made payable as
rents so called, or in procuring insurance as herein provided for, Lessor, on
behalf of Lessee, may make such payment or payments or procure any such
insurance, and Lessee covenants thereupon on demand to reimburse and pay
Lessor any amount reasonably paid or expended.

Section 3.5  Interest Upon Default.  Any amounts payable hereunder by Lessee
to Lessor and not paid when due shall bear interest at the maximum rate
permitted by applicable law.  If it becomes necessary to bring suit for
collection of the rent or of any other sums herein stipulated to be paid, or
in case the same has to be collected upon demand of an attorney, or in the
event Lessor retains an attorney due to Lessee's default, Lessee agrees to pay
such attorney's fees and costs of collection as Lessor may reasonably incur.

                                  ARTICLE IV
                                 CONDEMNATION

Section 4.1  Allocation of Proceeds; Termination of Lease; Restoration.  If,
during the term of this Lease, the Premises or any part thereof be condemned
or taken by the United States, the State of Tennessee, or any subdivision or
municipality thereof, or any corporation, public or private, or by any other
body having power of eminent domain, then the court in such condemnation
proceeding shall, if not prohibited by law, be requested to make separate
awards to Lessor and Lessee and Lessor and Lessee agree to request such action
by the court.  This Section shall be construed as superseding any statutory
provisions now in force or hereafter enacted concerning condemnation
proceedings to the extent permitted by law.

                                   ARTICLE V
                            IMPROVEMENT OF PREMISES

Section 5.1  Lessee's Right to Construct.  Subject to the written consent of
Lessor, Lessee shall have the right, at Lessee's expense, from time to time to
construct improvements to become part of the Premises.

Section 5.2  Lessee's Right to Demolish.  Lessee shall have the right, at
Lessee's expense, to demolish and remove any improvements hereafter erected by
Lessee, from time to time, on the Premises.  The salvage, if any, which Lessee
may be able to recover from such demolition shall belong to Lessee.
Improvements currently located on the Premises may not be demolished by Lessee
except with the prior written consent of the Lessor.

                                  ARTICLE VI
                      USE OF PREMISES-REPAIRS-ALTERATIONS

Section 6.1  Permitted Uses.  Except as otherwise expressly permitted by in
writing by Lessor, Lessee may use the Premises solely for the sale and service
of motor homes, travel trailers and similar business.

Section 6.2  Lessee's Compliance.  Lessee will obey and comply with all lawful
requirements, rules, regulations and ordinances of all legally constituted
authorities, existing at any time during the continuance of this Lease, in any
way affecting the Premises or the use of the Premises or any demolition,
excavation or construction being done on the Premises or in any way affecting
this Lease.  The right to contest the validity thereof in good faith is hereby
reserved to Lessee.

Section 6.3  "As Is" Condition; Repairs and Maintenance.  Lessee accepts the
Premises in their present condition and as suited for the use intended by
Lessee.  Lessor shall not be required to make any repairs or improvements to
the Premises during the term of this Lease, or in any manner to supply
maintenance for the Premises or any improvements thereon.  Lessee will, at all
times and at its expense, keep the Premises and any buildings, parking areas
or improvements now existing or hereafter placed on the Premises in good
order, condition and repair.  Lessee shall also keep Premises swept clean and
free of all rubbish and litter so as to maintain the Premises in a physically
appealing condition.

Section 6.4  Zoning; Governmental Restrictions and Mandates.  In the event, at
any time during the term of this Lease, any addition, alteration, change or
repair or other work of any nature, structural or otherwise, be required or
ordered or become necessary on account of any governmental regulation now in
effect or hereafter adopted, passed or promulgated, or on account of any other
reason with respect to any buildings or improvements hereafter placed on the
Premises, the entire expense thereof, regardless of when the same shall be
incurred or become due, shall be the liability of Lessee and, in no event,
shall the Lessor be called upon to contribute thereto or do or pay for any
work of any nature whatsoever on the Premises.  Lessee takes the Premises
subject to all zoning regulations and ordinances now or hereafter in force.
Lessor at Lessor's expense or Lessee at Lessee's expense may in good faith
contest and litigate as to the validity or impropriety of any ordinance,
resolution or statute of any governmental body affecting the Premises or
Lessee's occupancy thereof, if said ordinance, resolution or statute is
considered by Lessor or Lessee to be invalid or improper.  In the event Lessee
shall desire to change any zoning regulations and ordinances, Lessor, to the
extent legally required, will join with Lessee in undertaking to secure action
of the governmental authority or authorities having jurisdiction thereof
provided that all such action shall be at the sole expense of Lessee.

Section 6.5  Surrender of Premises.  At the termination of this Lease, Lessee
agrees to surrender the Premises with any then existing improvements thereon
in the same condition as when such improvements were constructed, natural wear
and tear excepted.  Lessor shall have the option, at its discretion, to
demolish all improvements constructed by Lessee at Lessor's expense.

Section 6.6  Environmental Covenant.  Lessee shall not generate, store, treat,
dispose of, install or otherwise permit any Hazardous Substances on, in, or
under or in any way related to the Premises or cause or permit any such
generation, storage, treatment, disposal, installation or other use with
respect thereto.  Lessee shall fully indemnify and hold Lessor harmless from
any liability, damage, cost or expense that Lessor might otherwise suffer from
Lessee's failure to fully comply with this provision.  This indemnity shall
survive expiration or other termination of this Lease.  "Hazardous Substances"
means and includes any of the substances, materials, elements or compounds
that are contained in the list of Hazardous Substances adopted by the United
States Congress or the Environmental Protection Agency or any substances,
materials, elements or compounds affected by any other federal, state, or
local stature, law, ordinance, code, rule, regulation, order or decree now or
at any time hereafter in effect, regulating, relating to, or imposing
liability or standards of conduct concerning any hazardous, toxic, dangerous,
restricted or otherwise regulated waste, substance or material.

                                  ARTICLE VII
                            INSURANCE AND INDEMNITY

Section 7.1  Personal Injury.  Lessee shall maintain at all times during the
period of this Lease, at Lessee's expense, adequate insurance against personal
injury to or death of any person or persons and against damage to property in
connection with the Premises in an amount and in a company or companies
reasonably satisfactory to Lessor.  All policies of insurance shall also list
Lessor as additional insured.

Section 7.2  Fire and Casualty.  At all times during the term of this Lease,
including the period of construction or reconstruction of any improvement on
the Premises, Lessee will have all buildings and improvements on the Premises
insured against any loss or damage by fire, lightning, windstorm, hurricane,
hail, explosion, riot, civil commotion, aircraft, smoke, land vehicles and
boiler explosion with responsible insurance companies reasonably satisfactory
to Lessor.  If at any time, the Premises become totally untenantable by reason
of damage of fire or other casualty and such fire or other casualty shall not
have been caused by the negligence or wrongful act or omission of Lessee,
Lessee's servants, agents, licensees, or invitees, the rent shall abate until
the Premises shall have been restored to tenantable condition, but nothing
herein is to be construed as requiring Lessor to restore or rebuild the
Premises.  If the Premises are so damaged, but not to the extent to the point
that they are totally untenantable, Lessee shall continue to occupy same or
the tenantable portion thereof, and the rent shall abate proportionately in
the ratio that the unusable portion bears to the entire Premises.  In the
event of a loss from fire or casualty, Lessor shall have an election not to
rebuild or recondition the Premises, which election shall be exercised by
written notice thereof to Lessee, given with sixty (60) days from date of said
loss.  If Lessor exercises such election, this Lease shall cease and
terminate, effective on the date of such loss, and Lessee shall pay the
accrued rent up to the date of such loss, or Lessor, if the rent has been paid
beyond such date, will refund to Lessee the proportionate part of any such
rent prepaid, and thereupon this Lease shall become null and void, with no
further obligation on the part of either party hereto, even though the
building may at a later date be rebuilt, restored or reconditioned.  No damage
or destruction shall allow Lessee to surrender possession of the Premises, nor
affect Lessee's liability for the payment of rent, except as specifically
provided in this Lease.

Section 7.3  Delivery of Policies or Certificates; Cancellation Notice.
Insurance policies including all insurance required to be carried by Lessee in
accordance with this Lease, or, at the option of Lessee, certificates showing
that such insurance is in force and non-cancelable without at least ten (10)
days prior written notice to Lessor, shall be delivered to Lessor.

Section 7.4  Lessee's Indemnity.  Lessee agrees to be responsible for, to
indemnify Lessor against, and to hold Lessor harmless, from any and all
liabilities, damages, claims or demands arising out of any accident or
occurrence causing injury to any person whomsoever or damage to any property
whatsoever, in any way connected with the demolition of any structures on the
Premises or any land excavation or other grading on the Premises or the
construction of any building or improvement on the Premises, or the condition
of the Premises or any part thereof or the use of the Premises or any part
thereof by Lessee or by any other person or persons.  Lessee shall defend
Lessor against any such liability, damage, claim or demand and reimburse
Lessor for any costs incurred by Lessor in connection therewith, including
reasonable attorneys' fees except where such liability is the result of
Lessor's negligence.  Lessee also indemnifies Lessor against, and holds Lessor
harmless, from any and all costs incurred by Lessor related to repair or
maintenance of the Road which result from acts of Lessee or its successors,
assigns, sublessees, customers or guests.  The foregoing indemnifications
shall not apply to liabilities or costs created by individuals or entities
other than Lessee and its successors, assigns, sublessees, customers or
guests.

                                 ARTICLE VIII
                           MORTGAGE OF THE LEASEHOLD

Section 8.1  Right to Mortgage Leasehold.  Lessee shall at all times have the
right to encumber by mortgage, deed of trust, or other instrument in the
nature thereof as security for any debt, all of Lessee's right, title and
interest hereunder including, without limiting the generality of the
foregoing, its right to use and occupy the Premises together with its rights
and interests in and to all buildings, improvements, and fixtures now or
hereafter placed on the Premises.  Any such encumbrance shall be in all
respects, however, subordinate and inferior to Lessor's rights, title,
privileges, liens and interests as provided in this Lease.  Lessee shall, in
no event, have the right to, in any way, encumber Lessor's reversionary
interest or any of its interest in and to the Premises.

Section 8.2  Notices Required of Lessor.  If, at any time after the execution
and recording in the Register of  Deeds of Knox County, of any such mortgage,
deed of trust, or other instrument in the nature thereof encumbering Lessee's
right, title and interest hereunder, the mortgagee or trustee therein shall
notify the Lessor in writing that any such mortgage, deed of trust or other
instrument in the nature thereof has been given and executed by Lessee, and
shall at the same time furnish Lessor with the address to which it desires
copies of notice to be mailed.  Lessor hereby agrees that it will mail to such
person at the address so given, duplicate copies of any and all suits filed by
Lessor against Lessee and duplicate copies of any and all notices in writing
which Lessor may, from time to time, give or serve upon Lessee under the terms
of this Lease.

                                  ARTICLE IX
                        DEFAULT-FORFEITURE-TERMINATION

Section 9.1  Termination Upon Default.  This Lease is granted on the condition
that if an "Event of Default" shall occur, as herein defined, and in
accordance with the terms and provisions hereof, a "Default" shall then occur,
this Lease may be terminated.

Section 9.2  Event of Default, Default Defined.  There shall be an "Event of
Default" (a) if and when there shall have been a failure to pay, when due, any
item of rent herein provided to be paid by Lessee to Lessor, or any item of
taxes, assessments, license, fees, excises, imposts or charges required by the
terms of this Lease to be paid by Lessee; or (b) if Lessee shall fail to
obtain any policy of insurance or to pay any item of insurance premiums
required by the terms of this Lease to be paid by Lessee; or (c) if Lessee
shall fail to pay, when due, any valid final judgment obtained by Lessor
against Lessee on account of Lessee's failure to comply with any provisions
hereof, or (d) if Lessee shall fail to operate continuously its business on
the Premises for a period of  seven (7) consecutive days (notwithstanding
customary holidays).  Before a "Default" shall ripen from or out of any of the
foregoing Events of Default, there shall have been given to Lessee, and to any
mortgagee or trustee required to be given copies of notices in accordance with
Section 8.2 hereof, a notice of the failure to pay, when due, any item of rent
at least five (5) days in advance of a Default's becoming effective or a
notice of any Event of Default, other than an Event of Default in the payment
of rent, in writing at least thirty (30) days in advance of a Default's
becoming effective.

Section 9.3  Remedies Upon Default.  A Default as defined in Section 9.2
hereof having occurred, then and in any such event Lessor shall have the
right, at its election, without further notice:

     as Lessee's legal representative, without terminating this Lease, to
     enter upon and rent the Premises at the best price obtainable by
     reasonable effort without advertisement and by private negotiations and
     for any term and on such conditions as Lessor deems proper.  Lessee shall
     be liable to Lessor for the deficiency, if any, between Lessee's rent
     hereunder and the price obtained by Lessor on reletting; or

     to terminate this Lease and to enter into and upon the Premises and take
     possession of the same, and Lessor shall thereupon be entitled to recover
     all damages and other sums from Lessee on account of Lessee's Default as
     provided by law or in equity; or

     any other right or remedy available at law or in equity.

Section 9.4  Lessor's Property Rights Upon Termination or Expiration of Lease.
Upon the expiration of the term of this Lease, or upon the prior termination
of this Lease from any cause, all rights of Lessee, and all rights of all
persons whomsoever claiming by, through or under Lessee (whether by grant,
assignment, mortgage, deed of trust, sublease, foreclosure proceedings or
other conveyance or encumbrance to the Premises), in and to the Premises,
including but not limited to all engines, machinery, dynamos, generators,
boilers, furnaces, elevators, fire escapes, and all lifting, lighting,
heating, cooling, refrigerating, air-conditioning, ventilating, gas, electric
and plumbing apparatus, appliances and fixtures, as well as all other fixtures
attached to the Premises, shall eo instante, wholly cease and determine; and
the Premises, including all engines, machinery, dynamos, generators, boilers,
furnaces, elevators, fire escapes, and all lifting, lighting, heating,
cooling, refrigerating, air-conditioning, ventilating, gas, electric and
plumbing apparatus, appliances and fixtures and all other fixtures, shall
thence forward constitute and belong to and be the absolute property of
Lessor, Lessor's successors and assigns, without further act or conveyance,
and without liability to make compensation to Lessee or to anyone whatever,
and free and discharged from all and every lien, encumbrance and charge of any
character created or attempted to be created by Lessee at any time.

                                   ARTICLE X
                             ASSIGNMENT-SUBLETTING

Section 10.1  Assignments.  Lessee is hereby authorized to sell or assign its
leasehold estate in its entirety or for any portion of the unexpired term
thereof at any time, but only after obtaining Lessor's prior written consent
to the terms of the sale or assignment and to the identity of the grantee or
assignee, such consent not to be unreasonably withheld.  Lessor may assign his
interest in the Premises without notice to or consent of Lessee.

Section 10.2  Subletting.  Lessee shall have the right to sublet any portion
of the Premises herein described as Lessee may deem proper, but only after
obtaining the express written consent of Lessor to the terms of the sublease
and the identity of the sublessee.  It is expressly understood and agreed that
any such subletting shall have no effect on the obligations and covenants
imposed hereunder upon Lessee.

                                  ARTICLE XI
                                 MISCELLANEOUS

Section 11.1  Inspection.  Lessor or its agents may enter the Premises at
reasonable hours for the purpose of ascertaining the condition of and
inspecting the Premises and determining the compliance by Lessee with the
provisions of this Lease.

Section 11.2  Notices.  Until contrary instructions are given to Lessee in
writing, all notices required to be given to Lessor hereunder shall be
effectively given to Lessor if mailed by registered mail, return receipt
requested, and payment of monthly rental and all other sums due to Lessor
hereunder shall be made, to the Lessor at:

               Sam Furrow
               P.O. Box 32676
               Knoxville, Tennessee  37930-2676

All notices required to be given to Lessee hereunder shall, until contrary
instructions are given to Lessor in writing, be effectively given if mailed by
registered mail, return receipt requested, addressed to Lessee at

               _______________________
               _______________________
               _______________________
               _______________________

Section 11.3  No Waste.  Except as herein expressly permitted, Lessee shall
not permit waste upon the Premises.

Section 11.4  Entire Agreement.  This Lease contains the entire agreement of
the parties hereto and no representations, oral or otherwise, between the
parties, not embodied herein, shall be of any force or effect.

Section 11.5  Time of Essence.  Time is of the essence of this Lease.

Section 11.6  Estoppel Certificates.  Each party agrees from time to time,
upon not less than ten (10) days' prior notice from the other, to execute,
acknowledge and deliver, without charge, to the other party, or to any person
designated by the other party, a statement in writing certifying that this
Lease is unmodified and in full force and effect (or if there have been
modifications, identifying the same by the date thereof and specifying the
nature thereof), that to the knowledge of such party no uncured default or
event of default exists hereunder (or if any such uncured default or event of
default does exist, specifying the same) and the dates to which the rent and
other sums and charges payable hereunder have been paid.

Section 11.7  Memorandum of Lease.  If requested by Lessor, this Lease shall
be evidenced by a Memorandum of Lease in the form agreed upon by Lessor and
Lessee and which will be recorded with the Register of Deeds of Knox County,
Tennessee.

Section 11.8  Exculpatory Clause.  It is specifically understood and agreed
that there shall be no personal liability of the Lessor in respect to any of
the covenants, conditions and provisions of this Lease.  In the event of a
breach or default by Lessor of any of its obligation under this Lease, Lessee
shall look solely to any right of offset allowed by law against any amounts
due hereunder or to the equity of the Lessor in the Premises for the
satisfaction of Lessee's remedies, it being understood and agreed that the
exculpation of Lessor (and its successors and assigns) shall be absolute.

     IN WITNESS WHEREOF, Lessor and Lessee have executed or caused the
execution of this Lease as of the day and year first above written.

                                        LESSOR:

                                        SAMUEL J. FURROW


                                        By:
                                             ------------------------
                                             Samuel J. Furrow
                                             Owner


                                        LESSEE:

                                        iRV-KNOXVILLE, INC.


                                        By:
                                             -------------------------
                                             Name:
                                                  --------------------
                                             Title:
                                                  --------------------

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                                   EXHIBIT A

                             (Description of Land)
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                                   EXHIBIT B