SECOND AMENDMENT TO GROUND LEASE

This Second Amendment to Ground Lease (the “Second Amendment”) is entered into as of October 12, 2006 (the “Effective Date”) between I-4 LAND HOLDING LIMITED COMPANY, a Florida limited liability company (“Landlord”), and LAZY DAYS’ R.V. CENTER, INC., a Florida corporation (“Tenant”).

WHEREAS , Landlord and Tenant entered into that certain Ground Lease dated July 15, 1999 (the “Original Lease”) with respect to the Demised Premises and Improvements located in Seffner, Florida, as more particularly described in the Lease;

WHEREAS , Landlord and Tenant entered into that certain First Amendment to Lease dated May 14, 2004 (the “First Amendment”) (the Original Lease and the First Amendment are hereinafter referred to collectively as the “Lease”); and

WHEREAS , the parties have agreed to further amend the Lease pursuant to the terms hereof;

NOW THEREFORE , in consideration of the covenants set forth in the Lease and this Second Amendment, the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:

1.    Recitals; Defined Terms . The recitals above are true and correct and are incorporated into this Second Amendment by this reference. Capitalized terms not defined herein shall have the meaning ascribed to them in the Lease.

2.    Purchase of Tenant Improvements . Pursuant to the terms of that certain Asset Purchase Agreement executed between the parties hereto on September 26, 2006 (the “Purchase Agreement”), Landlord is purchasing the Purchased Assets (as defined in the Purchase Agreement) from Tenant. From and after the date hereof, the term “Landlord Improvements” as used in the Lease shall be deemed to include all of the Purchased Assets, and the term “Tenant Improvements” shall exclude the Purchased Assets.

3.    Purchase Option . A. Section 33.3 of the Lease is hereby amended in part to revise the method for determining the purchase price to be paid by Tenant to Landlord in the event Tenant exercises its option to purchase the Demised Premises and Landlord Improvements. If Tenant exercises its purchase option pursuant to the terms of Section 33.3 of the Lease, the purchase price to be paid by Tenant to Landlord at closing shall be the then fair market value for the fee simple interest in the Demised Premises and Landlord Improvements, without taking into account the existence of the Lease (the “Fair Market Value”), as such Fair Market Value shall be determined in accordance with the terms of this Section 3. During the thirty (30) day period following the delivery of Tenant’s written notice to Landlord exercising its purchase option, Landlord and Tenant shall negotiate in good faith in an attempt to agree on the Fair Market Value. If Landlord and Tenant are unable to agree as to the Fair Market Value within such thirty (30) day period, then Landlord and Tenant shall within 15 days of the expiration of said 30 day period each designate an MAI appraiser with a minimum of ten (10) years of experience in appraising commercial property in the county in which the Demised Premises and Improvements are located and shall notify each other of the appraiser so selected. Within fifteen (15) days thereafter, the two appraisers so selected shall select a third appraiser who is similarly qualified, and each of the three appraisers shall determine the Fair Market Value of the Demised Premises and Landlord Improvements within thirty (30) days after the selection of the third appraiser. The Fair Market Value shall be determined by taking the average of the two (2) closest amounts determined by the three (3) appraisers to be the Fair Market Value. Each appraiser shall notify Landlord and Tenant in writing of such appraiser’s determination. Each party shall bear the costs of the appraiser selected by it, and the cost of the third appraisal shall be divided equally between Landlord and Tenant. The closing of the purchase and sale of the Demised Premises and Improvements shall occur within ninety (90) days after the determination of the Fair Market Value as set forth herein.

B.   Notwithstanding any provision in the Lease to the contrary, Tenant shall have the right, if necessary to qualify for sale-leaseback accounting with respect to the Purchase Agreement for financial accounting purposes, at any time during the term of the Lease to waive and terminate its purchase option set forth in Section 33.3 of the Lease by providing no less than thirty (30) days’ advance written notice to Landlord (“Tenant’s Waiver Notice”). If Tenant waives and terminates its purchase option right under Section 33.3 of the Lease, Section 2.2 of the Lease shall automatically be deemed amended by deleting the first sentence of Section 2.2 and replacing it with the following sentences: “Tenant shall have the option at the end of the Initial Term to extend the term of this Lease for up to six (6) additional five (5) year periods (each, an “ Option Term ”) upon giving Landlord written notice of such election not less than three hundred sixty five (365) days prior to the expiration of the Initial Term or any Option Term. With respect to the fifth and sixth Option Terms only, Tenant shall pay to Landlord fifteen (15%) percent of the Minimum Annual Rent due and payable for the Lease Year immediately preceding the first year of such Option Term per each Option Term exercised, such payment to be in addition to Tenant’s obligation to pay rent under Section 5 of the Lease and to be made to Landlord at the time Tenant gives written notice to Landlord exercising such Option Term(s).” If Tenant waives and terminates its purchase option right under Section 33.3 of the Lease, Landlord shall have the right, exercisable in writing within ninety (90) days of Landlord’s receipt of Tenant’s Waiver Notice (time being strictly of the essence), but not the obligation, to require Tenant to exercise its first option to extend the Initial Term of the Lease for five (5) years as a condition to granting the additional Option Terms. Notwithstanding the foregoing, if Tenant does not exercise its rights under this Section 3(B) by June 1, 2012, time being strictly of the essence, such rights shall be automatically terminated and of no further force or effect.

C.   The first sentence of Section 33.3 of the Lease is hereby amended in part by deleting “February 14, 2011” and replacing it with “January 15, 2023.”

D.   Section 33.5 of the Lease is hereby amended in part by deleting all references to “May 14, 2011” and replacing all such references with “January 15, 2023.”

4.    Minimum Annual Rent Abatement . The following provision is hereby added as a new Section 5.4 to the Lease:

Landlord grants Tenant Minimum Annual Rent abatement in the following total amounts: $1,000,000 to be applied in monthly amounts of $333,333.33 for each of the last three (3) calendar months of calendar year 2006 (or refund to Tenant such amounts if Tenant’s Minimum Annual Rent has previously been paid for any such months); $900,000.00 to be applied in monthly amounts of $75,000.00 for each of the twelve (12) calendar months of calendar year 2007; and $800,000.00 to be applied in monthly amounts of $66,666.66 for each of the twelve (12) calendar months of calendar year 2008. Notwithstanding anything contained herein to the contrary, the cost of living adjustments to Minimum Annual Rent shall be calculated in all instances on each Adjust