Exhibit 10.10

EXECUTION COPY

NON-COMPETE AND COVENANT AGREEMENT

This NON-COMPETE AND COVENANT AGREEMENT (this “ Agreement ”) is dated as of May 14, 2004 by and among Lazy Days’ R.V. Center, Inc., a Florida corporation (the “ Company ”), RV Acquisition Inc., a Delaware corporation (“ Buyer ”), Donald W. Wallace (“ Wallace ”), and Bruckmann, Rosser, Sherrill & Co. II, L.P., a Delaware limited partnership (“ BRS ”).  Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in Section 5.

WHEREAS, Wallace is a seller of certain securities of LD Holdings, Inc., a Delaware corporation (“ Holdings ”), the parent of the Company, to Buyer pursuant to the Stock Purchase Agreement by and among the Company, Buyer, Holdings, the Employee Stock Ownership Plan and Trust for the Employees of Lazy Days and the other stockholders of Holdings, dated as of April 27, 2004 (the “ Stock Purchase Agreement ”).

WHEREAS, pursuant to Section 8.2(t) of the Stock Purchase Agreement, a condition of the Buyer to consummate the transactions contemplated under the Stock Purchase Agreement is Wallace’s agreement to be bound by this Agreement, and accordingly, the parties desire to enter into this Agreement to fulfill such condition.

WHEREAS, Wallace is entering into the Employment Agreement, dated as of the date hereof by and among the Company, Wallace, Buyer and BRS (the “ Employment Agreement ”), which provides for the employment of Wallace as the President and Chief Executive Officer of the Company.

WHEREAS, a condition of the Company to enter into the Employment Agreement, is Wallace’s agreement to be bound by this Agreement, and accordingly, the parties desire to enter into this Agreement to fulfill such condition.

WHEREAS, Buyer owns, directly or indirectly, a majority of the issued and outstanding shares of the Company.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein, the Stock Purchase Agreement and the Employment Agreement, and other good and valuable consideration, the receipt and sufficiency are hereby acknowledged, the parties hereto agree as follows:

1.                                        Public Bonds .  As a material inducement for BRS and Buyer to enter into the transactions contemplated by the Stock Purchase Agreement, Wallace hereby agrees that he shall not at any time hold, directly or indirectly, in excess of $15,200,000 (the “ Notes Threshold ”) of the aggregate principal amount of 11.75% Senior Notes due 2012 of the Company (the “ Notes ”); provided , that in the event that BRS acquires any of the Notes (the aggregate principal amount of such Notes, the “ BRS Notes Amount ”), Wallace shall have the right to exceed the Notes Threshold by an amount bearing the same ratio to the BRS Notes Amount as Wallace’s ownership of common equity securities of Buyer bears to BRS’ ownership of common equity securities of Buyer.

2.                                        Confidential Information .  Wallace acknowledges that he has obtained and will obtain information concerning the business or affairs of the Company, any of its Subsidiaries or other affiliated entities (“ Confidential Information ”).  Therefore, Wallace agrees that he shall not, directly or indirectly, use for or disclose to any unauthorized person or use for his own purposes any Confidential Information unless (i) such Confidential Information becomes generally known to and available for use by the public other than as a result of Wallace’s acts or omissions to act; (ii) such Confidential Information is rightfully received by Wallace from a party who was not subject to any obligations of confidentiality; or (iii) Wallace is required by order of a court of competent jurisdiction (by subpoena or similar process) to disclose or discuss any Confidential Information; provided , that in such case, Wallace shall promptly inform the Company of such order, shall cooperate with any reasonable effort by the Company to obtain a protective order or to otherwise restrict such disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with any such court order.  If in the absence of a protective order or the receipt of a waiver hereunder, Wallace, on the advice of counsel, is compelled to disclose any Confidential Information to any tribunal or else stand liable for contempt, Wallace shall promptly inform the Company of such obligation, shall cooperate with any reasonable effort by the Company to obtain a protective order or to otherwise restrict such disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with any such obligation.  Wallace shall deliver to the Company at the termination of the Employment Period, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product and the business of the Company, any of its Subsidiaries or other affiliated entities which he may then possess or have under his control.

3.                                        Inventions and Patents .  Wallace agrees that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, and all similar or related information which relates to the Company’s or any of its Subsidiaries’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by Wallace while employed by the Company or any of its Subsidiaries (“ Work Product ”) belong to the Company or such Subsidiary.  Wallace will promptly disclose such Work Product to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments).

4.                                        Noncompete, Nonsolicitation .

(a)                                   Wallace acknowledges that in the course of his employment with the Company and its Subsidiaries he has become familiar, and he will become familiar, with the Company’s and its Subsidiaries’ trade secrets and with other Confidential Information and that his services have been and will be of special, unique and extraordinary value to the Company and its Subsidiaries.  Therefore, Wallace agrees that during the period beginning on the date hereof and ending on the later of (i) the fifth anniversary of the date hereof, and (ii) the third anniversary of the termination of Wallace’s employment with the Company for any reason, (the

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“ Noncompete Period ”), he shall not shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any business (including by himself or through any other entity) competing with the businesses of the Company or its Subsidiaries in The United States of America, Canada or The United States of Mexico (the “ Territory ”) as such businesses exist or are in process on the date of the termination of Wallace’s employment with the Company.  Nothing herein shall prohibit Wallace from being a passive owner of not more than 5% of the outstanding stock of a corporation which is publicly traded, so long as Wallace has no active participation in the business of such corporation.

(b)                                  During the Noncompete Period, Wallace shall not directly or indirectly through another entity (i) influence or attempt to influence any of the customers of the Company or its Subsidiaries to divert their business or patronage from the Company or its Subsidiaries to any other person or company engaged in a similar business, (ii) disclose to any person or entity the names, addresses, or requirements of, or other confidential information or trade secrets relating to any customers of the Company or its Subsidiaries, the prices charged to such customers or the practices used in servicing such customers (other than in the course of Wallace’s employment and consistent with his duties as the President and Chief Executive Officer), (iii) make any statement or do any act intended to cause existing or potential customers of the Company or its Subsidiaries to make use of the services or purchase the products of any competitive business, (iv) hire or attempt to hire any person who was employed by the Company or its Subsidiaries for any type of employment one hundred eighty days prior to the date of Termination, (v) induce or attempt to induce any employee of the Company or its Subsidiaries to leave his or her employ or in any way interfere with the relationship between the Company or its Subsidiaries and any of their employees, or (vi) in any way interfere with relationship between the Company or any of its Subsidiaries with any of their suppliers.

(c)                                   The parties hereto acknowledge and agree that the Company will suffer irreparable harm from a breach by Wallace of any of the covenants or agreements contained in Sections 2 , 3 and 4 .   Wallace further acknowledges that the restrictive covenants set forth in Sections 2 , 3 and 4 are of a special, unique, unusual and extraordinary character, the loss of which cannot be adequately compensated by damages.  Wallace agrees that the periods of restriction and geographic area of restriction imposed by the provisions of this Section 4 are fair and reasonable and are reasonably required for the protection of the Company in whose favor such restrictions operate.  The Company acknowledges that, but for Wallace’s agreements to be bound the restrictive covenants set forth in Sections 2 , 3 and 4 , neither the Company, Buyer nor BRS would not have entered into this Agreement, the Stock Purchase Agreement or the Employment Agreement.  The restrictive covenants set forth in this Agreement supersede any restrictive covenants with respect to the subject matters addressed by the restrictive covenants set forth in Sections 2 , 3 and 4 set forth in any current agreement between Wallace and the Company.  Wallace agrees that the Company has a

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legitimate business interest to protect justifying the restrictive covenants set forth in Sections 2 , 3 and 4 .  Such legitimate business interests include:  (i) trade secrets, as defined in Florida Statute 688.002(4); (ii) valuable confidential business information that does not otherwise qualify as a trade secret; (iii) substantial relationships with prospective or existing customers; and (iv) customer goodwill.