ASSET PURCHASE AGREEMENT



         THIS AGREEMENT, made and entered into as of March 7, 2003 by and

between HOLIDAY RV SUPERSTORES OF SOUTH CAROLINA, INC., a South Carolina

corporation ("Seller"), and HOLIDAY KAMPER COMPANY OF COLUMBIA, INC., a South

Carolina corporation (the "Buyer").



                                  WITNESSETH:



         WHEREAS, Seller desires to sell to Buyer and Buyer desires to purchase

from Seller inventory and certain intangible assets of Seller relating to

Seller's recreation vehicle dealership located in Spartanburg, South Carolina

(the "Business") and Seller desires to lease to Buyer and Buyer desires to

lease from Seller the real estate where the Business operates and the tangible

personal property (excluding the inventory) used in the operation of the

Business and located in Spartanburg, South Carolina, all as provided in this

Agreement,



         NOW, THEREFORE, in consideration of these premises and of the

covenants, conditions, promises and for One and no/100 dollars ($1.00) and

other good and valuable consideration, the receipt and sufficiency whereof are

hereby acknowledged, the parties hereto mutually agree as follows:



                                   SECTION 1

          PURCHASE AND SALE OF ASSETS; ASSUMPTION OF ASSUMED CONTRACTS



         1.1      Agreement of Sale and Purchase of Certain Assets. Subject to

the terms and conditions set forth in this Agreement, Seller hereby agrees to

sell, bargain, assign, transfer and convey to Buyer and Buyer hereby agrees to

purchase and acquire the following assets used in the Business (the "Assets")

on the terms and conditions set forth in this Agreement for the purchase price

set forth below which shall be payable as provided in Section 5.3 below:



                  (a)      New Recreation Vehicles. The new, unused and

         undamaged recreation vehicles in Seller's inventory as of the close of

         business on the date immediately preceding the Closing Date as defined

         in Section 5.1 (the "New RV Vehicle Inventory"). The purchase price

         for all 2003 model year recreation vehicles included in the New RV

         Vehicle Inventory shall be an amount equal to the manufacturer's

         invoice cost (including freight), less the manufacturer's holdback,

         rebates, or other allowances or credits (including financing

         allowances or interest credits) in respect to such vehicles unless

         such amounts have not been received by Seller in which case Seller

         shall assign its rights to receive such amounts to Buyer (the "Net

         Invoice Cost"), plus Seller's cost of pre-delivery inspection to the

         extent not theretofore reimbursed by the manufacturer if the unit has

         been in inventory for less than 180 days. The purchase price for any

         2002 model year recreation vehicles shall be 90% of Net Invoice Cost.

         The purchase price for any 2001 model year recreation vehicles shall

         be 85% of Net Invoice Cost. The purchase price for any 2000 model year

         or older recreation vehicles shall be 80% of Net Invoice Cost





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                  (b)      Used Recreation Vehicles. All used recreation

         vehicles in Seller's inventory as of the close of business on the date

         immediately preceding the Closing Date (the "Used RV Vehicle

         Inventory"). The purchase price for the Used RV Vehicle Inventory

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