ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of this 26 ^th day of September, 2006, between I-4 LAND HOLDING LIMITED COMPANY, a Florida limited liability company (the “Buyer”), and LAZY DAYS’ R.V. CENTER, INC. , a Florida corporation (the “Seller”).

A.    The Seller is the owner of certain buildings and structures now located on, and other improvements not owned by the Buyer on, the land described in that certain Ground Lease dated as of July 15, 1999 between the Buyer and the Seller, as described in Exhibit A to this Agreement (the “Purchased Assets”); and

B.    The Buyer desires to purchase, and the Seller desires to sell, the Purchased Assets upon the terms and conditions set forth in this Agreement.

In consideration of these premises and subject to the representations, warranties and conditions contained in this Agreement and for the consideration provided in this Agreement, the parties agree as follows:

1.    AGREEMENT TO PURCHASE AND SELL ASSETS . In accordance with the terms and subject to the conditions set forth in this Agreement, at the Closing (as hereinafter defined), the Seller will sell, convey, transfer, assign and deliver to the Buyer the Purchased Assets.

2.    CONSIDERATION.   On the Closing Date, as payment for the purchase of the Purchased Assets, the Buyer shall pay to the Seller $11,600,000.00 in cash or other immediately available funds (the “Purchase Price”).

3.    CLOSING.   The purchase and sale of the Purchased Assets provided for in this Agreement (the “Closing”) will take place at the office of Buyer’s counsel at One Biscayne Tower, 21 ^st Floor, Miami, Florida 33131 at 10:00 am on October 12, 2006 or such other place, time and date as the parties may mutually agree. The date on which the Closing shall take place will be referred to in this Agreement as the “Closing Date”.

4.    REPRESENTATIONS AND WARRANTIES OF THE SELLER . The Seller represents and warrants to the Buyer as follows:

4.1    Organization . The Seller is a corporation duly formed, validly existing and in good standing under the laws of the State of Florida.

4.2    Corporate Action . All corporate and other proceedings required to be taken by or on the part of the Seller to authorize it to execute, deliver and carry out this Agreement have been duly and properly taken. Neither the execution and delivery of this Agreement by the Seller, nor compliance with its terms, results in the breach or violation of the Seller’s articles or bylaws, or any agreement, instrument, judgment or decree to which the Seller is a party or may otherwise be subject. There is no violation or breach of, or default under, any of the foregoing that materially and adversely affects, or that may materially and adversely affect, the Purchased Assets. The Seller is not a party to any agreement, instrument, judgment or decree that materially and adversely affects the Purchased Assets.

4.3    Title. The Seller is the sole and legal owner of all right, title and interest in, and has good, indefeasible, insurable and marketable title to, all of the Purchased Assets, free and clear of any liens, claims or encumbrances, other than existing indebtedness, matters of record and taxes not yet due and payable, and no other person has any ownership rights or interest in any of the Purchased Assets. The Seller will convey to the Buyer on the Closing Date all of the Purchased Assets, free and clear of any liens, claims or encumbrances.

4.4    No Litigation . There is no litigation or other administrative or judicial proceedings pending or threatened that might endanger the Seller’s right to sell the Purchased Assets to the Buyer. There are no judgments pending against the Seller.

4.5    Authority; No Conflict .

(a)    This Agreement constitutes the legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with its terms. The Seller has corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.

(b)    Neither the execution and delivery of this Agreement by the Seller nor the consummation of the sale of the Purchased Assets by the Seller will give any person the right to prevent, delay or otherwise interfere in each case in all material respects with the sale of the Purchased Assets pursuant to:

(i)    Any legal requirement or order to which the Seller may be subject; or

(ii)    Any contract to which the Seller is a party or by which the Seller may be bound.

(c)    The Seller is not and will not be required to obtain any consent from any person in connection with the execution and delivery of this Agreement or the consummation of the sale of the Purchased Assets, other than those consents that will be obtained prior to the Closing Date.

5.    REPRESENTATIONS AND WARRANTIES OF THE BUYER. The Buyer hereby represents and warrants to the Seller as follows:

5.1    Organization . The Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Florida.

5.2    Authority . The Buyer has the right, power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.

5.3    No Litigation . There is no litigation or other administrative or judicial proceedings pending or threatened that might endanger the Buyer’s right to purchase the Purchased Assets from the Seller. There are no judgments pending against the Buyer.

5.4    Authority; No Conflict .

(a)    This Agreement constitutes the legal, valid and binding obligations of the Buyer, enforceable against the Buyer in accordance with its terms. The Buyer has corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.

(b)    Neither the execution and delivery of this Agreement by the Buyer nor the consummation of the purchase of the Purchased Assets by the Buyer will give any person the right to prevent, delay or otherwise interfere in each case in all material respects with the purchase of the Purchased Assets pursuant to:

(i)    Any legal requirement or order to which the Buyer may be subject; or

(ii)    Any contract to which the Buyer is a party or by which the Buyer may be bound.

(c)    The Buyer is not and will not be required to obtain any consent from any person in connection with the execution and delivery of this Agreement or the consummation of the purchase of the Purchased Assets, other than those consents that will be obtained prior to the Closing.

6.    COVENANTS OF SELLER PRIOR TO CLOSING . From the date hereof through the Closing Date, the Seller shall maintain the Purchased Assets in substantially the same working order, ordinary wear and tear exempted, as existed on the date hereof.

7.    COVENANTS OF BUYER PRIOR TO CLOSING . The Buyer agrees that (i) promptly after the execution of this Agreement, it will contact its lender to request that the lender consent to the transactions contemplated by this Agreement, the Second Amendment to Ground Lease and the First Amendment to Exclusive Consignment Contract and (ii) it will use its best efforts to obtain such consent from its lender, provided that the Buyer shall not be obligated to expend any funds to obtain such consent.

8.    CONDITIONS PRECEDENT TO THE BUYER’S OBLIGATIONS . The obligation of the Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction prior to or on the Closing Date of each of the following conditions, any of which may be waived by the Buyer, in its sole discretion, in whole or in part:

8.1    Representations and Warranties . The representations and warranties of the Seller contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date.

8.2    No Proceedings . No action, suit or proceeding shall be pending or threatened before any governmental body that would prevent, delay, make illegal or otherwise interfere with any of the transactions contemplated by this Agreement.

8.3    Amendment to Lease . The Seller shall have executed and delivered the Second Amendment to Ground Lease between the Buyer and the Seller and the First Amendment to Exclusive Consignment Contract.

8.4    Consent of Lenders . The Buyer and the Seller shall have obtained any necessary consents from their lenders in connection with the transactions contemplated by this Agreement.

9.    CONDITIONS PRECEDENT TO THE SELLER’S OBLIGATIONS . The obligation of the Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction prior to or on the Closing Date of each of the following conditions, any of which may be waived by the Seller, in its sole discretion, in whole or in part:

9.1    Representations and Warranties . The representations and warranties of the Buyer contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date.

9.2    No Proceedings . No action, suit or proceeding shall be pending or threatened before any governmental body that would prevent, delay, make illegal or otherwise interfere with an