HOLIDAY RV SUPERSTORES INC
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>7
<FILENAME>a80041ex10-2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.2

                         REGISTRATION RIGHTS AGREEMENT

      This REGISTRATION RIGHTS AGREEMENT is dated as of March 18, 2002 (the
"Agreement") by and between the investors identified on the signature pages
hereto (the "Investors") and HOLIDAY RV SUPERSTORES, INC., a Delaware
corporation (the "Company").

                              W I T N E S S E T H:

      WHEREAS pursuant to that certain Securities Purchase Agreement, dated on
or about the date hereof, by and between the Company and the Investors (the
"Purchase Agreement"), the Company has agreed to sell and issue to the
Investors, and the Investors have agreed to purchase from the Company, an
aggregate of 15,000 shares of the Company's Series AA-2 Preferred Stock (the
"Preferred Shares") subject to the terms and conditions set forth therein, and
Warrants (the "Warrants") to purchase up to an aggregate of 750,000 shares of
the Company's Common Stock, par value $0.01 per share (the "Common Stock")
subject to the terms and conditions set forth therein;

      WHEREAS the Purchase Agreement contemplates that the Preferred Shares will
be convertible into shares (the "Common Shares") of Common Stock pursuant to the
terms and conditions set forth in the Certificate of Designation, Rights and
Preferences of the Series A Convertible Preferred Stock (the "Certificate"); and

        WHEREAS the Warrant is exercisable into Common Shares pursuant to the
terms and conditions of the Warrant.

        NOW, THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants and conditions set forth in the Purchase
Agreement and this Agreement, the Company and the Investor agree as follows:

      1. CERTAIN DEFINITIONS. Capitalized terms used herein and not otherwise
defined shall have the meaning ascribed thereto in the Purchase Agreement or the
Certificate. As used in this Agreement, the following terms shall have the
following respective meanings:

      "Affiliate" shall have the meaning ascribed to such term in Rule 12b-2
under the Exchange Act.

      "Associate" shall have the meaning ascribed to such term in Rule 12b-2
under the Exchange Act.

      "Closing" and "Closing Date" shall have the meanings ascribed to such
terms in the Purchase Agreement.

      "Commission" or "SEC" shall mean the Securities and Exchange Commission or
any other federal agency at the time administering the Securities Act.


<PAGE>

      "Exchange Act" shall mean the Securities Exchange Act of 1934, and the
rules and regulations promulgated thereunder, as the same may be amended from
time to time.

      "Holder" and "Holders" shall include the Investors and any transferee or
transferees of the Preferred Shares, the Warrant, Common Shares or Registrable
Securities which have not been sold to the public to whom the registration
rights conferred by this Agreement have been transferred in compliance with this
Agreement and the Purchase Agreement.

      "Person" shall mean any individual, partnership, corporation, trust or
other entity of any nature whatsoever.

      The terms "register," "registered" and "registration" shall refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act and applicable rules and regulations
thereunder, and the declaration or ordering of the effectiveness of such
registration statement.

      "Registrable Securities" shall mean: (i) the Common Shares or other
securities issued or issuable to each Holder or its permitted transferee or
designee upon conversion of the Preferred Shares or exercise of the Warrant;
(ii) securities issued or issuable upon any stock split, stock dividend,
recapitalization or similar event with respect to such Common Shares; and (iii)
any other security issued as a dividend or other distribution with respect to,
in exchange for or in replacement of the securities referred to in the preceding
clauses. For purposes of this Agreement, a Person will be deemed to be a holder
of Registrable Securities whenever such Person has the then-existing right to
acquire such Registrable Securities, whether or not such acquisition actually
has been effected.

      "Registration Expenses" shall mean all expenses incurred in connection
with the Company's performance of or compliance with this Agreement, including,
without limitation, all registration and filing fees, printing expenses, fees
and disbursements of counsel for the Company, fees and disbursements of all
independent certified public accountants for the Company, blue sky fees and
expenses, any fees and disbursements of underwriters (excluding discounts and
commissions), the fees and expenses of any special experts retained in
connection with the registration, and the reasonable fees and disbursements of,
in each such registration, one counsel chosen by the Holders of at least a
majority of the Registrable Securities, but excluding underwriting discounts,
commissions and transfer taxes, if any, and fees and disbursements of counsel to
Holders in addition to the one counsel per registration to be paid for by the
Company. As used herein, the expression "Registration Expenses" also includes
all internal expenses of the Company (including, but not limited to, all
salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit or quarterly review, the
expense of any liability insurance obtained by the Company, the expense and fees
for listing the securities to be registered on any securities exchange, expenses
incurred in obtaining any comfort letters, and all fees and expenses associated
with filings required to be made with the NASD.

      "Registration Statement" shall have the meaning set forth in Section 2(a)
herein.


                                       2
<PAGE>

      "Regulation D" shall mean Regulation D as promulgated pursuant to the
Securities Act, and as subsequently amended.

      "Securities Act" or "Act" shall mean the Securities Act of 1933, and the
rules and regulations promulgated thereunder, as amended.

      "Selling Expenses" shall mean all underwriting discounts and commissions
applicable to the sale of Registrable Securities and all fees and disbursements
of counsel for Holders not included within "Registration Expenses".

      2. INCIDENTAL REGISTRATIONS.

            (a) RIGHT TO INCLUDE REGISTRABLE SECURITIES. Each time the Company
      proposes to register its Common Stock under the Securities Act (other than
      a registration on Form S-4 or S-8, or any successor or other forms
      promulgated for similar purposes), whether or not for sale for its own
      account, pursuant to a registration statement ("Registration Statement")
      on which it is permissible to register Registrable Securities for sale to
      the public under the Securities Act, it will give prompt written notice
      (which shall in any event be given not less than 30 days prior to the
      effective date of the Registration Statement) to all Holders of its
      intention to do so and of the Holders' rights under this Section 2. Upon
      the written request of any Holder made within 30 days after the receipt of
      any such notice (which request shall specify the Registrable Securities
      intended to be disposed of by such Holder), the Company will use its
      reasonable efforts to effect the registration under the Securities Act of
      all Registrable Securities which the Company has been so requested to
      register by the Holders thereof; provided that, (i) if, at any time after
      giving written notice of its intention to register any securities and
      prior to the effective date of the registration statement filed in
      connection with such registration, the Company shall determine for any
      reason not to proceed with the proposed registration, the Company may, at
      its election, give written notice of such determination to each Holder and
      thereupon shall be relieved of its obligation to register any Registrable
      Securities in connection with such registration (but not from its
      obligation to pay the Registration Expenses in connection therewith), and
      (ii) if such registration involves an underwritten offering by the Company
      (underwritten, at least in part, by Persons who are not Affiliates or
      Associates of the Company or any Holder), all Holders requesting to have
      Registrable Securities included in the Company's registration must sell
      their Registrable Securities to such underwriters who shall have been
      selected by the Company on the same terms and conditions as apply to the
      Company, with such differences, including any with respect to
      indemnification and contribution, as may be customary or appropriate in
      combined primary and secondary offerings.

            (b) EXPENSES. The Company will pay all Registration Expenses in
      connection with each registration of Registrable Securities requested
      pursuant to this Section 2, regardless of whether such registration
      statement becomes effective, and each Holder shall pay all Selling
      Expenses and transfer taxes, if any, relating to the sale or disposition
      of such Holder's Registrable Securities pursuant to a Registration
      Statement effected pursuant to this Section 2.


                                       3
<PAGE>

            (c) PRIORITY IN INCIDENTAL PRIMARY REGISTRATIONS. If a registration
      pursuant to this Section 2 involves an underwritten offering by the
      Company (as described in Section 2(a)(ii)) and the managing underwriter
      with respect to such offering advises the Company in writing that, in its
      opinion, the number of securities (including all Registrable Securities)
      which the Company, the Holders and any other persons intend to include in
      such registration exceeds the largest number of securities which can be
      sold in such offering without having an adverse effect on the offering of
      securities as contemplated by the Company (including the price at which
      the Company proposes to sell such securities), then the Company will
      include in such registration (i) first, all the securities the Company
      proposes to sell for its own account, (ii) second, the number of
      Registrable Securities which the Holders have requested to be included in
      such registration and which, in the opinion of such managing underwriter,
      can be sold without having the adverse effect referred to above, such
      reduced number of Registrable Securities to be allocated pro rata among
      all requesting Holders on the basis of the relative number of shares of
      Registrable Securities then held by each such Holder (provided that any
      shares thereby allocated to any such Holder that exceed such Holder's
      request will be reallocated among the remaining requesting Holders in like
      manner).

            (d) PRIORITY IN INCIDENTAL SECONDARY REGISTRATIONS. If a
      registration pursuant to this Section 2 involves an underwritten secondary
      registration on behalf of holders of the Company's securities and the
      managing underwriters advise the Company in writing that in their opinion
      the number of securities requested to be included in the registration
      exceeds the largest number of securities which can be sold in such
      offering without having an adverse effect on the offering of such
      securities (including the price at which such securities are proposed to
      be sold), the Company will include in such registration first, the
      securities requested to be included therein by the Holders requesting such
      registration and the Registrable Securities requested to be included in
      such registration, pro rata among the holders of such securities on the
      basis of the relative number of shares of Registrable Securities which are
      owned by such holders, and second, other securities requested to be
      included in such registration.

            (e) SELECTION OF UNDERWRITERS. In connection with any registration
      pursuant to this Section 2, Holders holding at least a majority of the
      Registrable Securities requested to be registered shall have the right to
      select the managing underwriters (subject to the approval of the Company
      which shall not be unreasonably withheld or delayed) to administer any
      offering of the Company's securities in which the Company does not
      participate, and the Company will have such right in any offering in which
      it participates.

            (f) CUSTODY AGREEMENT AND POWER OF ATTORNEY. Upon the Company's
      request, any Holder will execute and deliver a custody agreement and power
      of attorney in form and substance reasonably satisfactory to the Company
      with respect to the shares of Common Stock to be registered pursuant to
      this Section 2 (a "Custody Agreement and Power of Attorney"). The Custody
      Agreement and Power of Attorney will provide, among other things, that the
      Holder will deliver to and deposit in custody with the custodian and
      attorney-in-fact named therein a certificate or certificates representing
      such shares of Common Stock (duly endorsed in blank by the registered


                                       4
<PAGE>

      owner or owners thereof or accompanied by duly executed stock powers in
      blank) and irrevocably appoint said custodian and attorney-in-fact as the
      Holder's agent and attorney-in-fact with full power and authority to act
      under the Custody Agreement and Power of Attorney on the Holder's behalf
      with respect to the matters specified therein.

            (g) OTHER AGREEMENTS. Each Holder agrees that it will execute such
      other agreements as the Company may reasonably request to further
      accomplish the purposes of this Section 2.

      3. MANDATORY REGISTRATION.

            (a) REGISTRATION STATEMENT. The Company shall prepare and file with
      the SEC, by no later than December 1, 2002, a Registration Statement, on
      Form S-3 or similar short-form registration statement if eligible, to
      register for resale by the Holders all of the Registrable Securities. The
      Company will use its reasonable efforts to cause such Registration
      Statement to be declared effective on a date which is no later than the
      earlier of (x) five (5) days after notice by the SEC that it may be
      declared effective or (y) sixty (60) days after the filing of such
      Registration Statement. The Company will use its reasonable efforts to
      cause such Registration Statement to remain effective with respect to
      particular Securities until the earlier of the following: (w) such
      Securities shall have been disposed of in accordance with such
      Registration Statement, (x) such Securities shall have been distributed to
      the public pursuant to Rule 144 (or any successor provision) under the
      Securities Act or may be so distributed within any three month period, (y)
      such Securities shall have been otherwise transferred, new certificates
      for them shall have been delivered by the Company and subsequent
      disposition of them shall not require registration or qualification of
      them under the Securities Act or any similar state law then in force, or
      (z) such Securities shall have ceased to be outstanding. The registration
      effected pursuant to this Section 3(a) is referred to herein as the
      "Mandatory Registration."

            (b) PAYMENT OF EXPENSES FOR MANDATORY REGISTRATION. The Company will
      pay all Registration Expenses in connection with the Mandatory
      Registration, regardless of whether the Mandatory Registration becomes
      effective, and each Holder shall pay all Selling Expenses and transfer
      taxes, if any, relating to the sale or disposition of such Holder's
      Registrable Securities pursuant to the Mandatory Registration.

            (c) PRIORITY. If the Mandatory Registration is an underwritten
      public offering and the managing underwriters advise the Company in
      writing that in their opinion the inclusion of the number of Registrable
      Securities and other securities requested to be included (by the Company
      or others) creates a substantial risk that the price per Common Share will
      be reduced, the Company will include in such registration, prior to the
      inclusion of any securities which are not Registrable Securities, the
      number of Registrable Securities requested to be included which in the
      opinion of such underwriters can be sold without creating such a risk, pro
      rata among the respective Holders of Registrable Securities on the basis
      of the number of Registrable Securities owned by such Holders, with
      further successive pro rata allocations among the Holders of Registrable


                                       5
<PAGE>

      Securities if any such holder of Registrable Securities has requested the
      registration of less than all such Registrable Securities it is entitled
      to register.

            (d) RESTRICTIONS. The Company may postpone or suspend for up to 90
      days the filing or the effectiveness (but not the preparation) of a
      registration statement for the Mandatory Registration if the Board of
      Directors of the Company reasonably and in good faith determines that such
      filing or effectiveness would require a disclosure of a material fact that
      would have a material adverse effect on the Company or any plan by the
      Company to engage in any acquisition of assets (other than in the ordinary
      course of business) or any merger, consolidation, tender offer or other
      significant transaction. In order to postpone or suspend the filing or
      effectiveness of a registration statement pursuant to this Section 3(d),
      the Company shall promptly (but in any event within ten days), upon
      determining to seek such postponement or suspension, deliver to each
      Holder of Registrable Securities a certificate signed by an executive
      officer of the Company stating that the Company is postponing such filing
      pursuant to this Section 3(d) and a general statement of the reason for
      such postponement and an approximation of the anticipated delay.

            (e) SELECTION OF UNDERWRITERS. The Holders of at least a majority of
      the Registrable Securities included in the Mandatory Registration shall
      have the right to select the investment banker(s) and manager(s) to
      administer the offering, subject to the Company's approval which will not
      be unreasonably withheld or delayed.

            (f) OTHER AGREEMENTS. Each Holder agrees that it will execute such
      other agreements as the Company may reasonably request to further
      accomplish the purposes of this Section 3.

      4. HOLDBACK AGREEMENTS.

            (a) HOLDERS' AGREEMENTS. Each Holder agrees not to effect any public
      sale or distribution of equity securities of the Company, or any
      securities convertible into or exchangeable or exercisable for such
      securities or make any demand for registration under Sections 2 hereof,
      during the seven days prior to, and during the 90 days following, the
      effective date of any underwritten registration pursuant to Section 2 in
      which Registrable Securities are included (except as part of such
      underwritten registration), unless the underwriters managing the
      registered public offering otherwise agree. Nothing herein shall prevent a
      Holder that is a partnership from making a distribution of Registrable
      Securities to its partners, a Holder that is a trust from making a
      distribution of Registrable Securities to its beneficiaries or a Holder
      that is a company from making a distribution of Registrable Securities to
      its stockholders, provided that the transferees of such Registrable
      Securities agree to be bound by the provisions of this Agreement to the
      extent the transferor would be so bound.

            (b) COMPANY'S AGREEMENTS. The Company agrees (i) not to effect any
      public sale or distribution of its equity securities, or any securities
      convertible into or exchangeable or exercisable for such securities,
      during the seven days prior to, and during the 90 days following, the
      effective date of any underwritten registration pursuant


                                       6
<PAGE>

      to Section 2 (except as part of such underwritten registration or pursuant
      to registrations on Form S-8 or S-4 or any successor forms), unless the
      underwriters managing the registered public offering otherwise agree, (ii)
      to use commercially reasonable efforts to cause each holder of at least 5%
      (on a fully diluted basis) of its equity securities, or any securities
      convertible into or exchangeable or exercisable for such securities to
      agree not to effect any public sale or distribution of any such securities
      during such period (except as part of such underwritten registration, if
      otherwise permitted), unless the underwriters managing the registered
      public offering otherwise agree, and (iii) if requested by the
      underwriters managing the registered public offering, to use all
      reasonable efforts to cause each other holder of its equity securities, or
      any securities convertible into or exchangeable or exercisable for such
      securities, purchased from the Company at any time (other than in a
      registered public offering) to agree not to effect any public sale or
      distribution of any such securities during such period (except as part of
      such underwritten registration, if otherwise permitted), unless the
      underwriters managing the registered public offering otherwise agree.

      5. REGISTRATION PROCEDURES.

      If and whenever the Company is required to use its reasonable efforts to
effect or cause the registration of any Registrable Securities under the
Securities Act as provided in this Agreement, the Company will, as expeditiously
as possible:

            (a) furnish to each Holder of such Registrable Securities such
      number of copies of such registration statement and of each amendment and
      supplement thereto (in each case including all exhibits), such number of
      copies of the prospectus included in such registration statement
      (including each preliminary prospectus and summary prospectus and
      prospectus supplement, as applicable), in conformity with the requirements
      of the Securities Act, and such other documents as such Holder may
      reasonably request in order to facilitate the disposition of the
      Registrable Securities by such Holder;

            (b) use its reasonable efforts to register or qualify such
      Registrable Securities covered by such registration statement under such
      other securities or blue sky laws of such jurisdictions as each Holder
      shall reasonably request, and do any and all other acts and things which
      may be reasonably necessary or advisable to enable such Holder to
      consummate the disposition in such jurisdictions of the Registrable
      Securities owned by such Holder, except that the Company shall not for any
      such purpose be required to qualify generally to do business as a foreign
      corporation in any jurisdiction where, but for the requirements of this
      Section 5(b), it would not be obligated to be so qualified, to subject
      itself to taxation in any such jurisdiction, or to consent to general
      service of process in any such jurisdiction;

            (c) use its reasonable efforts to cause such Registrable Securities
      covered by such registration statement to be registered with or approved
      by such other governmental agencies or authorities as may be necessary to
      enable the Holder or Holders thereof to consummate the disposition of such
      Registrable Securities;


                                       7
<PAGE>

            (d) notify each Holder of any such Registrable Securities covered by
      such registration statement, at any time when a prospectus relating
      thereto is required to be delivered under the Securities Act of the
      Company's becoming aware that the prospectus included in such registration
      statement, as then in effect, includes an untrue statement of a material
      fact or omits to state a material fact required to be stated therein or
      necessary to make the statements therein not misleading in the light of
      the circumstances then existing, and at the request of any such Holder,
      prepare and furnish to such Holder a reasonable number of copies of an
      amended or supplemental prospectus as may be necessary so that, as
      thereafter delivered to the purchasers of such Registrable Securities,
      such prospectus shall not include an untrue statement of a material fact
      or omit to state a material fact required to be stated therein or
      necessary to make the statements therein not misleading in the light of
      the circumstances then existing;

            (e) otherwise use its reasonable efforts to comply with all
      applicable rules and regulations of the SEC, and make available to its
      security holders, as soon as reasonably practicable (but not more than
      eighteen months) after the effective date of the registration statement,
      an earnings statement which shall satisfy the provisions of Section 11(a)
      of the Securities Act and the rules and regulations promulgated
      thereunder;

            (f) enter into such customary agreements (including an underwriting
      agreement in customary form) and take such other actions as sellers of a
      majority of shares of such Registrable Securities or the underwriters, if
      any, reasonably request in order to expedite or facilitate the disposition
      of such Registrable Securities;

            (g) make available for inspection by representatives of the Holders
      of the Registrable Securities covered by such registration statement, by
      any underwriter participating in any disposition to be effected pursuant
      to such registration statement and by any attorney, accountant or other
      agent retained by such Holders or any such underwriter, all pertinent
      financial and other records, pertinent corporate documents and properties
      of the Company, and cause all of the Company's officers, directors and
      employees to supply all information reasonably requested by any such
      seller, underwriter, attorney, accountant or agent in connection with such
      registration statement.

            (h) cause all such Registrable Securities to be (i) listed on each
      securities exchange on which similar securities issued by the Company are
      then listed, (ii) authorized to be quoted and/or listed (to the extent
      applicable) on the NASD Automated Quotation System or The Nasdaq National
      Market if the Registrable Securities so qualify, or (iii) if no similar
      securities issued by the Company are then listed on a securities exchange,
      a securities exchange selected by the holders of at least a majority of
      the Registrable Securities included in such registration;

            (i) at least forty eight (48) hours prior to the filing of any
      registration statement or prospectus, or any amendment or supplement to
      such registration statement or prospectus, furnish a copy thereof to each
      seller of such Registrable Securities and refrain from filing any such
      registration statement, prospectus, amendment or supplement to which
      counsel selected by the holders of at least a majority of the Registrable
      Securities being registered shall have reasonably objected on the grounds
      that such


                                       8
<PAGE>

      document does not comply in all material respects with the requirements of
      the Securities Act or the rules and regulations thereunder, unless, in the
      case of an amendment or supplement, in the opinion of counsel for the
      Company the filing of such amendment or supplement is reasonably necessary
      to protect the Company from any liabilities under any applicable federal
      or state law and such filing will not violate applicable laws;

            (j) at the request of any seller of such Registrable Securities in
      connection with an underwritten offering, furnish on the date or dates
      provided for in the underwriting agreement: (i) an opinion of counsel,
      addressed to the underwriters and the sellers of Registrable Securities,
      covering such matters as such underwriters and sellers may reasonably
      request, including such matters as are customarily furnished in connection
      with an underwritten offering and (ii) a letter or letters from the
      independent certified public accountants of the Company addressed to the
      underwriters and the sellers of Registrable Securities, covering such
      matters as such underwriters and sellers may reasonably request, in which
      letter(s) such accountants shall state, without limiting the generality of
      the foregoing, that they are independent certified public accountants
      within the meaning of the Securities Act and that in their opinion the
      financial statements and other financial data of the Company included in
      the registration statement, the prospectus(es), or any amendment or
      supplement thereto, comply in all material respects with the applicable
      accounting requirements of the Securities Act;

            (k) make generally available to the Company's securityholders an
      earnings statement satisfying the provisions of Section 11(a) of the
      Securities Act no later than thirty days after the end of the twelve month
      period beginning with the first day of the Company's first fiscal quarter
      commencing after the effective date of a registration statement, which
      earnings statement shall cover such twelve month period, and which
      requirement will be deemed to be satisfied if the Company timely files
      complete and accurate information on Forms 10-Q, 10-K, and 8-K under the
      Exchange Act and otherwise complies with Rule 158 under the Securities
      Act;

            (l) if requested by the managing underwriter or any seller promptly
      incorporate in a prospectus supplement or post-effective amendment such
      information as the managing underwriter or any seller reasonably requests
      to be included therein, including, without limitation, with respect to the
      Registrable Securities being sold by such seller, the purchase price being
      paid therefor by the underwriters and with respect to any other terms of
      the underwritten offering of the Registrable Securities to be sold in such
      offering, and promptly make all required filings of such prospectus
      supplement or post-effective amendment;

            (m) cooperate with each seller and each underwriter participating in
      the disposition of such Registrable Securities and their respective
      counsel in connection with any filings required to be made with the NASD;

            (n) during the period when the prospectus is required to be
      delivered under the Securities Act, promptly file all documents required
      to be filed with the Commission pursuant to Sections 13(a), 13(c), 14, or
      15(d) of the Exchange Act; and


                                       9
<PAGE>

            (o) notify each seller of Registrable Securities promptly of any
      request by the Commission for the amending or supplementing of such
      registration statement or prospectus or for additional information.

      The Company may require each Holder of Registrable Securities as to which
any registration is being effected to furnish the Company with such information
regarding such Holder and pertinent to the disclosure requirements relating to
the registration and the distribution of such securities as the Company may from
time to time reasonably request in writing.

      Each Holder of Registrable Securities agrees that, upon receipt of any
notice from the Company of the happening of any event of the kind described in
Section 5(d), such Holder will forthwith discontinue disposition of Registrable
Securities pursuant to the registration statement covering such Registrable
Securities until such Holder's receipt of the copies of the supplemented or
amended prospectus contemplated by Section 5(d), and, if so directed by the
Company, such Holder will deliver to the Company (at the Company's expense) all
copies, other than permanent file copies then in such Holder's possession, of
the prospectus covering such Registrable Securities current at the time of
receipt of such notice.

      6. INDEMNIFICATION.

            (a) INDEMNIFICATION BY THE COMPANY. In the event of any registration
      of any securities of the Company under the Securities Act pursuant to
      Section 2 or Section 3, the Company hereby indemnifies and agrees to hold
      harmless, to the extent permitted by law, each Holder of Registrable
      Securities covered by such registration statement, each affiliate of such
      Holder and their respective directors and officers or general and limited
      partners (and the directors, officers, affiliates and controlling Persons
      thereof), each other Person who participates as an underwriter in the
      offering or sale of such securities and each other Person, if any, who
      controls such Holder or any such underwriter within the meaning of the
      Securities Act (collectively, the "Indemnified Parties"), against any and
      all losses, claims, damages or liabilities, joint or several, and expenses
      to which such Indemnified Party may become subject under the Securities
      Act, common law or otherwise, insofar as such losses, claims, damages or
      liabilities (or actions or proceedings in respect thereof, whether or not
      such Indemnified Party is a party thereto) arise out of or are based upon
      (a) any untrue statement or alleged untrue statement of any material fact
      contained in any registration statement under which such securities were
      registered under the Securities Act, any preliminary, final or summary
      prospectus contained therein, or any amendment or supplement thereto, or
      (b) any omission or alleged omission to state therein a material fact
      required to be stated therein or necessary to make the statements therein
      not misleading in the light of the circumstances then existing, and the
      Company will reimburse such Indemnified Party for any legal or other
      expenses reasonably incurred by it in connection with investigating or
      defending any such loss, claim, liability, action or proceeding; provided,
      that the Company shall not be liable to any Indemnified Party in any such
      case to the extent that any such loss, claim, damage, liability (or action
      or proceeding in respect thereof) or expense arises solely out of or is
      based solely upon any untrue statement or alleged untrue statement or
      omission or alleged omission made in such registration statement, in


                                       10
<PAGE>

      any such preliminary, final or summary prospectus, or any amendment or
      supplement thereto in reliance upon and in strict conformity with written
      information with respect to such Indemnified Party furnished to the
      Company by such Indemnified Party expressly for use in the preparation
      thereof; and provided, further, that the Company will not be liable to any
      Person who participates as an underwriter in the offering or sale of
      Registrable Securities or any other Person, if any, who controls such
      underwriter within the meaning of the Securities Act, under the indemnity
      agreement in this Section 6(a) with respect to any preliminary prospectus
      or the final prospectus or the final prospectus as amended or
      supplemented, as the case may be, to the extent that any such loss, claim,
      damage or liability of such underwriter or controlling Person results from
      the fact that such underwriter sold Registrable Securities to a person to
      whom there was not sent or given, at or prior to the written confirmation
      of such sale, a copy of the final prospectus (including any documents
      incorporated by reference therein) or of the final prospectus as then
      amended or supplemented (including any documents incorporated by reference
      therein), whichever is most recent, if the Company has previously
      furnished to the Indemnified Party sufficient copies thereof for purposes
      of such delivery. Such indemnity shall remain in full force and effect
      regardless of any investigation made by or on behalf of such Holder or any
      Indemnified Party and shall survive the transfer of such securities by
      such Holder.

            (b) INDEMNIFICATION BY THE HOLDERS AND UNDERWRITERS. The Company may
      require, as a condition to including any Registrable Securities in any
      registration statement filed in accordance with Section 2 herein, that the
      Company shall have received an undertaking reasonably satisfactory to it
      from the prospective Holder of such Registrable Securities or any
      underwriter to indemnify and hold harmless (in the same manner and to the
      same extent as set forth in Section 6(a)) the Company, all other
      prospective Holders or any underwriter, as the case may be, and any of
      their respective affiliates, directors, officers and controlling Persons,
      with respect to any statement or alleged statement in or omission or
      alleged omission from such registration statement, any preliminary, final
      or summary prospectus contained therein, or any amendment or supplement,
      if such statement or alleged statement or omission or alleged omission was
      made in reliance upon and in conformity with written information with
      respect to such Holder or underwriter furnished to the Company by such
      Holder or underwriter expressly for use in the preparation of such
      registration statement, preliminary, final or summary prospectus or
      amendment or supplement, or a document incorporated by reference into any
      of the foregoing, but only to the extent such untrue statement or omission
      is contained in any information so furnished in writing by such Holder
      specifically for inclusion in the registration statement or prospectus and
      provided, further, that such liability will be limited to the net amount
      received by such seller from the sale of the Registrable Securities
      pursuant to such registration statement and provided, further, that such
      seller of Registrable Securities shall not be liable in any such case to
      the extent that, prior to the filing of any such registration statement,
      prospectus, amendment thereof, or supplement thereto, such seller has
      furnished in writing to the Company information expressly for use in such
      registration statement, prospectus, amendment thereof, or supplement
      thereto that corrected or made not misleading the information previously
      furnished to the Company. Such indemnity shall remain in full force and
      effect regardless of any investigation made by or on behalf of the Company
      or any of the


                                       11
<PAGE>

      Holders, or any of their respective affiliates, directors, officers or
      controlling Persons and shall survive the transfer of such securities by
      such Holder.

            (c) NOTICES OF CLAIMS, ETC. Promptly after receipt by an indemnified
      party hereunder of written notice of the commencement of any action or
      proceeding with respect to which a claim for indemnification may be made
      pursuant to this Section 6, such indemnified party will, if a claim in
      respect thereof is to be made against an indemnifying party, give written
      notice to the latter of the commencement of such action; provided, that
      the failure of the indemnified party to give notice as provided herein
      shall not relieve the indemnifying party of its obligations under Sections
      6(a) or 6(b), except to the extent that the indemnifying party is actually
      prejudiced by such failure to give notice. In case any such action is
      brought against an indemnified party, unless in such indemnified party's
      reasonable judgment a conflict of interest between such indemnified and
      indemnifying parties may exist in respect of such claim, the indemnifying
      party will be entitled to participate in and to assume the defense
      thereof, jointly with any other indemnifying party similarly notified to
      the extent that it may wish, with counsel reasonably satisfactory to such
      indemnified party, and after notice from the indemnifying party to such
      indemnified party of its election so to assume the defense thereof, the
      indemnifying party will not be liable to such indemnified party for any
      legal or other expenses subsequently incurred by the latter in connection
      with the defense thereof other than reasonable costs of investigation. If,
      in such indemnified party's reasonable judgment, having common counsel
      would result in a conflict of interest between the interests of such
      indemnified and indemnifying parties, then such indemnified party may
      employ separate counsel reasonably acceptable to the indemnifying party to
      represent or defend such indemnified party in such action, it being
      understood, however, that the indemnifying party shall not be liable for
      the reasonable fees and expenses of more than one separate firm of
      attorneys at any time for all such indemnified parties (and not more than
      one separate firm of local counsel at any time for all such indemnified
      parties) in such action. No indemnifying party will consent to entry of
      any judgment or enter into any settlement which does not include as an
      unconditional term thereof the giving by the claimant or plaintiff to such
      indemnified party of a release from all liability in respect of such claim
      or litigation.

            (d) OTHER INDEMNIFICATION. Indemnification similar to that specified
      in this Section 6 (with appropriate modifications) shall be given by the
      Company and each Holder of Registrable Securities with respect to any
      required registration or other qualification of securities under any
      federal or state law or regulation or governmental authority other than
      the Securities Act.

            (e) CONTRIBUTION. If recovery is not available under the foregoing
      indemnification provisions of this Section 6 for any reason other than as
      expressly specified therein, the parties entitled to indemnification by
      the terms thereof shall be entitled to contribution to liabilities and
      expenses except to the extent that contribution is not permitted under
      Section 11(f) of the Securities Act. In determining the amount of
      contribution to which the respective parties are entitled, there shall be
      considered the relative benefits received by each party from the offering
      of the Registrable Securities (taking into account the portion of the
      proceeds realized by each), the parties' relative


                                       12
<PAGE>

      knowledge and access to information concerning the matter with respect to
      which the claim was asserted, the opportunity to correct and prevent any
      misstatement or omission and any other equitable considerations
      appropriate under the circumstances. The parties hereto agree that it
      would not be just and equitable if contribution pursuant to this Section
      6(e) were determined by pro rata allocation (even if the Holders or any
      underwriters or all of them were treated as one Person for such purpose)
      or by any other method of allocation that does not take account of the
      equitable considerations referred to in this Section 6(e). The amount paid
      or payable by an Indemnified Party as a result of the losses, liabilities,
      claims, damages, or expenses (or actions in respect thereafter referred to
      above) shall be deemed to include any legal or other fees or expenses
      reasonably incurred by such Indemnified Party in connection with
      investigating or, except as provided in Section 6(a), defending any such
      action or claim. Notwithstanding the provisions of this Section 6(e), no
      Holder shall be required to contribute an amount greater than the dollar
      amount by which the net proceeds received by such Holder with respect to
      the sale of any Registrable Securities exceeds the amount of damages which
      such Holder has otherwise been required to pay by reason of any and all
      untrue or alleged untrue statements of material fact or omissions or
      alleged omissions of material fact made in any registration statement,
      prospectus, or preliminary prospectus or any amendment thereof or
      supplement thereto, related to such sale of Registrable Securities. No
      Person guilty of fraudulent misrepresentation (within the meaning of
      Section 11(f) of the Securities Act) shall be entitled to contribution
      from any Person who was not guilty of such fraudulent misrepresentation.
      The Holders' obligations in this Section 6(e) to contribute shall be
      several in proportion to the amount of Registrable Securities registered
      by them and not joint. If indemnification is available under this Section
      6, the Indemnifying Parties shall indemnify each Indemnified Party to the
      full extent provided in Sections 6(c) and 6(d) without regard to the
      relative fault of such Indemnifying Party or Indemnified Party or any
      other equitable consideration provided for in this Section 6(e) subject,
      in the case of the Holders, to the limited dollar amounts get forth
      herein.

            (f) NON-EXCLUSIVITY. The obligations of the parties under this
      Section 6 shall be in addition to any liability which any party may
      otherwise have to any other party.

            (g) SURVIVAL. The indemnification provided for under this Agreement
      will remain in full force and effect regardless of any investigation made
      by or on behalf of the indemnified Person or any officer, director or
      controlling Person of such indemnified Person and will survive the
      transfer of securities. The Company also agrees to make such provisions as
      are reasonably requested by any indemnified Person for contribution to
      such Person in the event the Company's indemnification is unavailable for
      any reason.

      7. MISCELLANEOUS.

            (a) AMENDMENTS AND WAIVERS. This Agreement may be amended and the
      Company may take any action herein prohibited, or omit to perform any act
      herein required to be performed by it, only if the Company shall have
      obtained the written consent to such amendment, action or omission to act,
      of the Holders holding at


                                       13
<PAGE>

      least 60% of the Registrable Securities that are subject to this
      Agreement; provided, that, if any amendment is not unanimously approved by
      all Holders of shares of Registrable Securities that are subject to this
      Agreement, any changes set forth in such amendment must apply in the same
      manner to all such Holders. Each Holder of any Registrable Securities that
      are subject to this Agreement shall be bound by any consent authorized by
      this Section 7(a), whether or not such Registrable Securities shall have
      been marked to indicate such consent.

            (b) SUCCESSORS, ASSIGNS AND TRANSFEREES. This Agreement shall be
      binding upon and shall inure to the benefit of the parties hereto and
      their respective successors and assigns. In addition, and whether or not
      any express assignment shall have been made, the provisions of this
      Agreement which are for the benefit of the parties hereto other than the
      Company shall also be for the benefit of and enforceable by any subsequent
      Holder of any Registrable Securities that are subject to this Agreement,
      subject to the provisions contained herein.

            (c) NOTICES. All notices and other communications provided for in
      this Agreement shall be in writing and delivered by registered or
      certified mail, postage prepaid, or delivered by overnight courier (for
      next business day delivery) or telecopied, addressed as set forth on the
      signature pages hereof, or at such other address as any of the parties
      hereto may hereafter designate by notice to the other parties given in
      accordance with this Section. Any such notice or communication shall be
      deemed to have been duly given on the seventh day after being so mailed,
      the next business day after delivery by overnight courier, when received
      when transmitted by telecopy with confirmation of successful transmission
      or upon receipt when delivered personally.

            (d) DESCRIPTIVE HEADINGS. The headings in this Agreement are for
      convenience of reference only and shall not limit or otherwise affect the
      meaning of the terms contained herein.

            (e) SEVERABILITY. In the event that any one or more of the
      provisions, paragraphs, words, clauses, phrases or sentences contained
      herein, or the application thereof in any circumstances, is held invalid,
      illegal or unenforceable in any respect for any reason, the validity,
      legality and enforceability of any such provision, paragraph, word,
      clause, phrase or sentence in every other respect and of the remaining
      provisions, paragraphs, words, clauses, phrases or sentences hereof shall
      not be in any way impaired, it being intended that all rights, powers and
      privileges of the parties hereto shall be enforceable to the fullest
      extent permitted by law.

            (f) COUNTERPARTS. This Agreement may be executed in two or more
      counterparts, and by different parties on separate counterparts, each of
      which shall be deemed an original, but all such counterparts shall
      together constitute one and the same instrument.

            (g) GOVERNING LAW. This Agreement shall be governed by and construed
      and enforced in accordance with the laws of the State of Delaware
      applicable to contracts made and to be performed therein. The parties to
      this Agreement hereby


                                       14
<PAGE>

      agree to submit to the non-exclusive jurisdiction of the courts of the
      State of Delaware in any action or proceeding arising out of or relating
      to this Agreement.

            (h) INJUNCTIVE RELIEF. The parties hereto acknowledge and agree that
      irreparable damage would occur in the event that any of the provisions of
      this Agreement were not performed in accordance with their specific terms
      or were otherwise breached. Accordingly, it is agreed that they shall be
      entitled to an injunction, restraining order or other equitable relief to
      prevent breaches of the provisions of this Agreement and to enforce
      specifically the terms and provisions hereof in any court of competent
      jurisdiction in the United States or any state thereof, in addition to any
      other remedy to which they may be entitled at law or equity.

            (i) SIGNATURES. Facsimile signatures shall be valid and binding on
      each party submitting the same.

            (j) ENTIRE AGREEMENT; AMENDMENT. This Agreement, together with the
      Purchase Agreement, the Certificate, the Warrant and the agreements and
      documents contemplated hereby and thereby, contains the entire
      understanding and agreement of the parties.

            (k) JURY TRIAL. EACH PARTY HERETO WAIVES THE RIGHT TO A TRIAL BY
      JURY. EACH PARTY HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY
      TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
      AGREEMENT, THE REGISTRABLE SECURITIES OR ANY OTHER AGREEMENTS RELATING TO
      THE REGISTRABLE SECURITIES OR ANY DEALINGS BETWEEN THEM RELATING TO THE
      SUBJECT MATTER OF THIS TRANSACTION. NOTWITHSTANDING ANYTHING TO THE
      CONTRARY HEREIN, THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE
      MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY
      SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS
      AGREEMENT, THE REGISTRABLE SECURITIES OR ANY OTHE RDOCUMENTS OR AGREEMENTS
      RELATING TO THE REGISTRABLE SECURITIES.

            (l) NO INCONSISTENT AGREEMENTS. The Company will not hereafter enter
      into any agreement with respect to its securities which is inconsistent
      with the rights granted to the Holders of Registrable Securities in this
      Agreement.

            (m) ADJUSTMENTS AFFECTING REGISTRABLE SECURITIES. The Company will
      not take any action, or permit any change to occur, with respect to its
      securities which would adversely affect the ability of the Holders of
      Registrable Securities to include such Registrable Securities in a
      registration undertaken pursuant to this Agreement or which would
      adversely affect the marketability of such Registrable Securities in any
      such registration, including, but not limited to, effecting a stock split
      or combination of shares.


                                       15
<PAGE>

            (n) FINAL AGREEMENT. This Agreement, together with the Stock
      Purchase Agreement and all other agreements entered into by the parties
      hereto pursuant to the Stock Purchase Agreement, constitutes the complete
      and final agreement of the parties concerning the matters referred to
      herein, and supersedes all prior agreements and understandings.

                            [Signature page follows]














                                       16
<PAGE>

      IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or
caused this Agreement to be executed on its behalf as of the date first written
above.

THE COMPANY:

HOLIDAY RV SUPERSTORES, INC.
a Delaware Corporation



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


Address for Notices:                    With a copy of any notice to:
-----------------------------------     ----------------------------------------
Holiday RV Superstores, Inc.            Sheppard, Mullin, Richter & Hampton, LLP
200 E. Broward Street, Suite 920        800 Anacapa Street
Ft. Lauderdale, Florida  33301          Santa Barbara, California 93101-2212
Attn:  Marcus A. Lemonis                Attn:  Theodore R. Maloney, Esq.
Phone: (954) 522-9903                   Phone:  (805) 568-1151
Fax: (954) 523-9006                     Fax:  (805) 568-1955

INVESTORS:

THE STEPHEN ADAMS LIVING TRUST
UTA dated September 15, 1997


By: /s/ Stephen Adams
   --------------------------------
        Stephen Adams, Trustee


Address for Notices:                    With a copy of any notice to:
-----------------------------------     ----------------------------------------
2575 Vista del Mar Drive                Kaplan, Strangis and Kaplan, P.A.
Ventura, CA 93001                       5500 Wells Fargo Center
Attn: Stephen Adams                     90 South Seventh Street
Phone:                                  Minneapolis, Minnesota 55402
Fax:                                    Attn:  Andris A. Baltins, Esq.
                                        Phone: (612) 375-1138
                                        Fax: (612) 375-1143


</TEXT>
</DOCUMENT>
