Mutual Release and Non-disparagement Agreement


    MUTUAL
      RELEASE AND NON-DISPARAGEMENT AGREEMENT

     

    I,
      Donald
      W. Wallace (“Executive”),
      in
      consideration of and subject to the performance by Lazy Days R.V. Center, Inc.,
      a Florida corporation (together with its subsidiaries, the “Company”),
      of
      its obligations under the Retirement Agreement dated as of the date hereof
      by
      and among Executive, Lazy Days’ R.V. Center Inc., LD Holdings Inc., and RV
      Acquisition Inc. (the “Retirement
      Agreement”),
      do
      hereby release and forever discharge as of the date hereof the Company and
      all
      present and former directors, officers, executives, employees, attorneys,
      agents, representatives, executives, successors and assigns of the Company
      and
      its direct or indirect owners, parents, affiliates and subsidiaries (and their
      directors, officers, executives, employees, attorneys, agents, representatives
      and executives) (collectively, the “Released
      Parties”)
      to the
      extent provided below.

     

    
      	(1)  	
              Except
                as provided in paragraph 2 below, I knowingly and voluntarily release
                and
                forever discharge the Released Parties from any and all claims,
                controversies, actions, causes of action, cross-claims, counter-claims,
                demands, debts, compensatory damages, liquidated damages, punitive
                or
                exemplary damages, other damages, claims for costs and attorneys’ fees, or
                liabilities of any nature whatsoever in law and in equity, both past
                and
                present (through the date hereof) and whether known or unknown, suspected,
                or claimed against any of the Released Parties which I, or any of
                my
                heirs, executors, administrators or assigns, may have, which arise
                out of
                or are connected with my engagement by, employment with or separation
                from
                the Company (including, but not limited to, any allegation, claim
                or
                violation, arising under: Title VII of the Civil Rights Act of 1964,
                as
                amended; the Civil Rights Act of 1991; the Age Discrimination in
                Employment Act of 1967, as amended (including the Older Workers Benefit
                Protection Act); the Equal Pay Act of 1963, as amended; the Americans
                with
                Disabilities Act of 1990; the Family and Medical Leave Act of 1993;
                the
                Civil Rights Act of 1866, as amended; the Worker Adjustment Retraining
                and
                Notification Act; the Employee Retirement Income Security Act of
                1974; any
                applicable Executive Order Programs; the Fair Labor Standards Act;
                or
                their state or local counterparts; or under any other federal, state
                or
                local civil or human rights law, or under any other local, state,
                or
                federal law, regulation or ordinance; or under any public policy,
                contract
                or tort, or under common law; or arising under any policies, practices
                or
                procedures of the Company; or any claim for wrongful discharge, breach
                of
                contract, infliction of emotional distress, defamation; or any claim
                for
                costs, fees, or other expenses, including attorneys’ fees incurred in
                these matters) (all of the foregoing collectively referred to herein
                as
                the “Claims”).

            


    

     

    
      	(2)  	
              I
                understand and agree that this Mutual Release And Non-Disparagement
                Agreement (“Release”)
                does not waive or release any rights or claims which arise after
                the date
                I execute this Release; claims for enforcement of Section C and E
                of the
                Retirement Agreement; claims for benefits under any employee benefit
                plan
                maintained by the Company; claims under Section 5(iv) of that certain
                Management Agreement dated as of May 14, 2004 among Bruckmann, Rosser,
                Sherrill & Co., L.L.C., RV Acquisition, Inc., LD Holdings, Inc. and
                the Company; claims for unemployment or worker’s compensation as provided
                by law; or actions or omissions by the Company prior to the date
                hereof
                that represent willful misconduct or fraud. To the best of my knowledge,
                I
                am not aware of any claims that I have under any employee benefit
                plan
                maintained by the Company other than in connection with my participation
                in the Company’s 401(K) plan and any claims I may have under the Company’s
                group health and disability insurance
                plans.

            


    

     

    
      	(3)  	
              I
                acknowledge and intend that this Release shall be effective as a
                bar and
                shall serve as a complete defense to each and every one of the Claims
                and
                that it shall be given full force and effect according to each and
                all of
                its express terms and provisions, including those relating to unknown
                and
                unsuspected Claims (notwithstanding any state statute that expressly
                limits the effectiveness of a release of unknown, unsuspected and
                unanticipated Claims), if any, as well as those relating to any other
                Claims hereinabove mentioned or
                implied.

            


    

     

    
      	(4)  	
              I
                represent that I have not made any assignment or transfer of any
                Claim. I
                agree that neither this Release, nor the furnishing of the consideration
                for this Release, shall be deemed or construed at any time to be
                an
                admission by the Company or any Released Party of any improper or
                unlawful
                conduct. I agree that this Release is confidential and agree not
                to
                disclose any information regarding the terms of this Release, except
                to my
                immediate family and any tax, legal or other counsel with whom I
                may
                consult regarding the meaning or effect hereof or as required by
                law, and
                I will instruct each of the foregoing not to disclose the same to
                anyone.

            


    

     

    
      	(5)  	
              Each
                provision of this Release shall be interpreted in such manner as
                to be
                effective and valid under applicable law and any provision of this
                Release
                held to be invalid, illegal or unenforceable in any respect shall
                be
                severable. This Release cannot be amended except in a writing duly
                executed by the Company and me.

            


    

     

    
      	(6)  	
              The
                Company (meaning, solely for this purpose, the Company’s directors and
                executive officers) will not, and will use its commercially reasonable
                efforts to cause the other Released Parties to not, disparage Executive
                or
                Executive’s performance or otherwise take any action which could
                reasonably be expected to adversely affect Executive’s personal or
                professional reputation. Similarly, Executive will not disparage
                the
                Released Parties or otherwise take any action which could reasonably
                be
                expected to adversely affect the personal or professional reputation
                of
                the Released Parties.

            


    

     

    
      	(7)  	
              The
                Company does hereby release and forever discharge as of the date
                hereof
                the Executive and his personal representatives and heirs, with respect
                to
                any action or omission by the Executive made in his capacity as employee,
                officer and director (and not in any other capacity, including, without
                limitation in the capacity as a “Seller” under and as defined in the Stock
                Purchase Agreement dated as of April 27, 2004 by and among the Company,
                RV
                Acquisition Inc. and certain other parties thereto, in the capacity
                as
                stockholder of RV Acquisition, Inc., in the capacity as beneficial
                owner
                of I-4 Land Holding Limited Company, and in the capacity as consignor
                under certain consignment agreements with the Company) which action
                or
                omission took place prior to the date hereof; provided
                that this release shall not be applicable to (i) such actions or
                omissions that represent willful misconduct or fraud other than any
                action
                or omission that was specifically approved by the board of directors,
                (ii) any rights or claims which arise after the date hereof,
                (iii) claims for enforcement of the Employment Agreement, and
                (iv) claims for enforcement of the Non-compete and Covenant
                Agreement.

            


    

     

    
      	(8)  	
              I
                acknowledge that I have entered into this Release freely and without
                coercion, that I have been advised by the Company to consult with
                counsel
                of my choice, that I have had adequate opportunity to so consult,
                and that
                I have been given all time periods required by law to consider this
                Agreement, including but not limited to the 21-day period required
                by the
                Age Discrimination in Employment Act of 1967, as amended. I further
                acknowledge that within the 7-day period following my execution of
                this
                Agreement (the “Revocation
                Period”)
                I shall have the unilateral right to revoke this Agreement. In order
                to be
                effective, notice of Executive’s revocation of this Agreement must be
                received by the Company on or before the last day of the Revocation
                Period.

            


    

     

    
      	(9)  	
              This
                Release shall be governed by the internal laws, and not the laws
                of
                conflicts, of the State of Florida.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    I
      UNDERSTAND THAT I HAVE SEVEN (7) DAYS AFTER THE EXECUTION OF THIS RELEASE TO
      REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL
      THE REVOCATION PERIOD HAS EXPIRED.

     

    LAZY
      DAYS’ R.V. CENTER, INC.

    


    


    By: /s/
      John Horton

    Name:
      John Horton

    Title:
      Chief Executive Officer

     

    
      /s/
        Donald W. Wallace

      Donald
        W. Wallace