<SEQUENCE>5

<FILENAME>dex1012.txt

<DESCRIPTION>CONSULTING AGREEMENT, STEVEN ANTEBI

<TEXT>

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                             CONSULTING AGREEMENT



     This Consulting Agreement (the "Agreement"), dated as of August 1, 2001, is

entered into between Holiday RV Superstores, Inc. (the "Company"), a Delaware

corporation, and Steven Antebi (the "Consultant"). In consideration of and for

the mutual promises and covenants contained herein, and for other good and

valuable consideration, the receipt of which is hereby acknowledged, the parties

agree as follows:



     1.   Purpose. The Company hereby engages Consultant as an independent

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consultant (and not as an agent, employee, partner or joint venturer) during the

term specified hereinafter to render consulting advice to the Company upon the

terms and conditions as set forth herein.



     2.   Term. This Agreement commenced effective as of August 1, 2001 through

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a period ending on July 31, 2003; provided that the Company may terminate this

Agreement at any time for any reason upon the delivery of written notice to the

Consultant 30 days prior to the date of termination (the "Early Termination

Date" and the term of this Agreement as set forth above or as earlier

terminated, the "Term"); and further that the provisions of Sections 4-7 and

12-18, inclusive, will survive termination of this Agreement.



     3.   Duties of Consultant; Concurrent Appointment as Director.

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          (a)   During the Term, Consultant will provide the Company with such

     consulting advice as is reasonably requested by the Company with respect to

     financial planning and the development of a business plan as is reasonably

     requested by the Company. In performing these duties, Consultant will

     provide the Company with the benefits of its reasonable judgment and

     efforts. Consultant's duties will include, but will not necessarily be

     limited to the following:



                (i)    Advice concerning strategic issues, including alliance

                       partnerships and joint ventures;

                (ii)   Advice regarding the implementation of the Company's

                       goals and plans;

                (iii)  Advice regarding existing and possible alternative

                       financial structures for the Company;

                (iv)   Advice concerning short- and long-range financial

                       planning;

                (v)    Advice and assistance regarding corporate finance,

                       investment banking and capital markets;

                (vi)   Advice in formulating strategy for mergers and

                       acquisitions;

                (vii)  Advice in formulating strategies for asset sales and

                       purchases; and

                (viii) Use of Consultant's commercially reasonable efforts to

                       comply with all reasonable requests of the Company in

                       relation to the performance of the duties of the

                       Consultant hereunder.



          (b)   In connection with rendering its advice hereunder, Consultant

     and its employees and agents will be given reasonable access to the

     Company's officers, premises and records.



          (c)   The Company acknowledges that Consultant's advice and assistance

     does not and will not constitute any guarantee or other assurance as to the

     ability of the

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     Company or of Consultant to accomplish, whether in whole or in part, any

     specific goals or plans of the Company.



          (d)  The Company acknowledges that Consultant retains the right to

     provide consulting advice to other parties. Nothing herein contained will

     be construed to limit or restrict Consultant in conducting such business

     with respect to others, or in rendering advice to others or conducting any

     other business; provided, however, that notwithstanding any such consulting

     or other business, Consultant shall be available and provide consulting

     services to the Company at such times as requested by the Company pursuant

     to Section 3(a) above. Notwithstanding the foregoing, during the Term the

     Consultant will not provide consulting advice in favor of any other parties

     engaged in the same or competing business as the Company without prior

     written consent of the Company, other than to affiliates of the Company.



          (e)  As soon as practicable after the date hereof, the Company's board

     may appoint Consultant a director of the Company. Consultant has consented

     to such appointment and agreed to serve as a director during the Term. For

     the Term Consultant may be appointed as either Vice Chairman or Chairman of

     the Board of Directors of the Company. Consultant shall be compensated

     separately from this Agreement as a non-employee director of the Company in

     accordance with the Company's compensation policies and procedures.



     4.   Compensation. In consideration for Consultant agreeing to provide and

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providing the consulting services to be rendered pursuant to this Agreement, the

Company agrees to issue to Consultant 500,000 restricted shares of common stock

of the Company, subject to adjustment as hereinafter provided (the "Shares"),

and an option (the "Option") to purchase 400,000 shares of common stock of the

Company at an exercise price equal to $3.16 per share (the "Stock Purchase

Price"). The Shares and the Option will be issued to Consultant upon execution

of this Agreement with appropriate restrictive legends to reflect that they have

not been registered under the Securities Act of 1933, as amended (the "Act") and

constitute "restricted securities" within the meaning of the Act and Rule 144

thereunder. The Shares shall vest to Consultant in full on the date hereof and

the Option shall vest as follows: the right to purchase 25,000 shares shall vest

on September 1, 2001, and thereafter the right to purchase 25,000 shares shall

vest on the 15/th/ day of each succeeding month (or if the 15/th/ day of any

such month is not a business day, then the rights vesting in that month shall

vest on the business day immediately prior to the 15/th/ day of that month)

until the balance of the rights to purchase shares under the Option are vested.

The Option shall terminate at 6:00 p.m., Los Angeles time, sixty (60) months

from the date of this Agreement. Notwithstanding the foregoing if (i) there is a

change in control of the Company, (ii) if the Company acquires, is acquired by

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