Exhibit 10.1

AGREEMENT AMONG SELLERS

This AGREEMENT AMONG SELLERS (this “ Agreement ”) is made as of the 27th day of April, 2004, by and among LD Holdings Inc., a Delaware corporation (“ LDH ”), Lazy Days’ R.V. Center, Inc., a Florida corporation and wholly owned subsidiary of LDH (“ Lazy Days ” and together with LDH, collectively, the “ Companies ”), the Employee Stock Ownership Plan and Trust for the Employees of Lazy Days (the “ ESOP ”), acting herein through James L. Farnsworth as the directed trustee of the ESOP and not in his individual capacity, pursuant to the direction of the ESOP Fiduciary, those persons and entities listed on Exhibit A attached hereto (each a “ Seller ” and collectively, the “ Sellers ”) and Oakridge Consulting, acting herein through Michael Salvati solely in his capacity as agent for the Sellers and not in his individual capacity (the “ Sellers’ Representative ”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement (as defined below).

RECITALS

WHEREAS , as of the date hereof, LDH, Lazy Days, the ESOP, the Sellers, the Sellers’ Representative and R.V. Acquisition Inc., a Delaware corporation (the “ Buyer ”) entered into that certain Stock Purchase Agreement (the “ Purchase Agreement ”), pursuant to which the Buyer has agreed to purchase from the ESOP and the Sellers all of their respective shares of capital stock of LDH (other than the Sellers Contributed Shares and the Wallace Contributed Shares) (the “ Transaction ”); and

WHEREAS , the Sellers and the ESOP now desire to set forth herein their agreement as to the allocation of the proceeds to be received by the ESOP and the Sellers pursuant to the Transaction, and other related matters; and

WHEREAS , one of the conditions to the Closing of the Transaction is that the parties enter into this Agreement.

NOW THEREFORE, in consideration of the foregoing and the mutual agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

CONSENTS AND WAIVER

1.1                                  ESOP Waiver under Shareholders’ Agreement and the 2002 Escrow Agreement .  In exchange for the ESOP Consideration, (a) pursuant to Section 11(i) of the Shareholders’ Agreement, the ESOP hereby agrees to waive its right to receive any distributions from the Transaction to which the ESOP may be entitled under the Shareholders’ Agreement, and (b) pursuant to Section 15(d) of the 2002 Escrow Agreement, the ESOP hereby agrees to waive its right to receive any proceeds to which it might otherwise have been entitled from the Transaction pursuant to the terms of the 2002 Escrow Agreement.

1.2                                  Alliance and Wallace Waiver under the 2002 Escrow Agreement .  Pursuant to Section 15(d) of the 2002 Escrow Agreement, Alliance and Wallace hereby waive the obligation of the ESOP to pay to the 2002 Escrow Agent any ESOP Consideration.

1.3                                  ESOP Consideration . The Sellers hereby acknowledge and agree that (a) the ESOP Consideration shall not be considered proceeds of a Sale Event under the Shareholders’ Agreement, and shall not be subject to distribution pursuant to the terms of the Shareholders’ Agreement, (b) the ESOP Consideration shall not be subject to distribution under the 2002 Escrow Agreement, and (c) the Sellers shall have no rights in or to the ESOP Consideration, or any portion thereof, except pursuant to each Seller’s right in his capacity as an ESOP participant.

1.4                                  Further Acknowledgements .  The Sellers and the ESOP hereby further acknowledge and agree that any distributions from the Transaction (other than the ESOP Consideration) to which the ESOP may otherwise be entitled under the Shareholders’ Agreement or the 2002 Escrow Agreement shall be allocated among the Sellers as set forth herein.

1.5                                  Exercise of Fiduciary Duty .  Notwithstanding any provision hereof to the contrary, this Agreement shall not be binding upon the ESOP unless the ESOP Fiduciary shall receive an opinion of the ESOP Advisor, dated as of the Closing Date, that as of such date (a) the consideration to be paid to the ESOP on the Closing Date for the ESOP Common Shares pursuant to the terms of the Purchase Agreement is not less than “adequate consideration”  as determined under ERISA, (b) the terms and conditions of the transactions contemplated by the Purchase Agreement are fair to the ESOP from a financial point of view, and (c) the consideration to be paid to the ESOP for the ESOP Common Shares pursuant to the terms of the Purchase Agreement is not less than the consideration that the ESOP would have received under the terms of the Purchase Agreement had this Agreement not been entered into. The ESOP Fiduciary, as the independent Fiduciary under the terms of the ESOP, shall have (i) determined, in the sole exercise of its fiduciary discretion under ERISA, that the consummation by the ESOP of the transactions contemplated by the Purchase Agreement and this Agreement (including, without limitation, the LDRV Agreement) is prudent, is for the exclusive purpose of providing benefits to participants and beneficiaries of the ESOP, and does not constitute a prohibited transaction or otherwise violate ERISA, (ii) determined that the consummation by the ESOP of the transactions contemplated by the Purchase Agreement and this Agreement (including, without limitation, the LDRV Agreement) in no other respects violates the ESOP Fiduciary’s fiduciary obligations, and (iii) directed the Trustee to consummate the transactions contemplated by the Purchase Agreement and this Agreement (including, without limitation, the LDRV Agreement).

ARTICLE II

ALLOCATION OF TOTAL NON-ESOP SELLERS’ PROCEEDS

2.1                                  Total Non-ESOP Sellers’ Proceeds .  The Net Purchase Price (after any adjustment under Section 2.3 and Section 2.4 of the Purchase Agreement) less the ESOP Consideration plus any adjustment for repayment of the ESOP Loan per Section 2.2(c) of the Purchase Agreement shall hereinafter be referred to as the “ Non-ESOP Sellers’ Net Purchase Price ,” and the Non-ESOP

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Sellers’ Net Purchase Price plus the Sellers Contribution Shares (valued at their Liquidation Value (as defined below)) plus the Wallace Contribution Shares (valued at $5,000,000) plus the Wallace Share Notes (as such term is defined in the Wallace Note Agreement) (valued at $7,000,000) shall hereinafter be referred to as the “ Total Non-ESOP Sellers’ Proceeds .”  The parties to this Agreement acknowledge that Wallace intends to use a portion of his proceeds under the Purchase Agreement to purchase Notes (as such term is defined in the Wallace Note Agreement).

2.2                                  Allocation of Total Non-ESOP Sellers’ Proceeds   Each of the Sellers hereby acknowledges and agrees that the Total Non-ESOP Sellers’ Proceeds shall be allocated and distributed among the Sellers in accordance with the Shareholders’ Agreement and the 2002 Escrow Agreement, (a) as modified by the provisions of Article I above, (b) as if the Closing occurs on the thirtieth (30th) day immediately prior to the Closing Date, (c) the ESOP Adjustment is given effect, and (d) as if the holders of Class A Preferred Stock have elected to convert their respective shares of Common Stock (as defined in the Shareholders Agreement), at a conversion price of $3.674864 per share, and as if the holders of Class B Preferred Stock have elected to convert their respective shares into shares of Common Stock, at a conversion price of $7.0267751 per share, in connection with the Transaction; provided, however , that (i) the Wallace Contribution Shares shall be (A) valued at five million dollars ($5,000,000), (B) treated as if received as cash solely for the purpose of determining the allocation hereunder, and (C) allocated solely to Wallace in lieu of five million dollars ($5,000,000) of cash otherwise allocated to Wallace hereunder, and (ii) that the Wallace Share Notes shall be (A) valued at seven million dollars ($7,000,000), (B) treated as if received as cash solely for the purpose of determining the allocation hereunder, and (C) allocated solely to Wallace in lieu of seven million dollars ($7,000,000) of cash otherwise allocated to Wallace hereunder.

2.3                                  Flow of Funds .  Each of the Sellers hereby acknowledge and agree that the Flow of Funds spreadsheet attached hereto as Exhibit B is illustrative of an allocation of the Total Non-ESOP Sellers’ Proceeds in accordance with Section 2.2 above.

2.4                                  Allocation Confirmation .  At least four (4) business days prior to the Closing, the Companies shall, based upon their determination of the Non-ESOP Sellers’ Net Purchase Price, (a) determine the allocation of the Total Non-ESOP Sellers’ Proceeds in accordance with Section 2.2 above, (b) determine each Seller’s pro rata portion (expressed as a percentage carried out to the fourth decimal place) of the Total Non-ESOP Sellers’ Proceeds allocated to each Seller on such date in accordance with Section 2.2 above (the “ Proceeds Percentages ”), and (c) confirm the foregoing (including a detailed explanation of the basis of their determination) to the Buyer and each of the Sellers (the “ Allocation Confirmation ”). The Sellers will promptly acknowledge agreement with the Allocation Confirmation as determined by the Companies pursuant to the foregoing terms.  Upon receipt of the Sellers’ acknowledgement of the Allocation Confirmation, but in any event at least two (2) business days prior to the Closing, the Companies shall prepare and deliver to the Buyer Exhibit C to the Purchase Agreement, setting forth the name, address and Proceeds Percentage of each of the Sellers.

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ARTICLE III

WALLACE SHORTFALL

3.1                                  Determination of Wallace Shortfall . Notwithstanding anything to the contrary in Article II above, to the extent that the amount received by Wallace under the allocation of the Total Non-ESOP Sellers’ Proceeds pursuant to Article II is less than $28,147,532 (the “ Wallace Shortfall ”), then all of the Sellers holding Class A Preferred Stock immediately prior to the Closing (the “ Class A Holders ”), on a pro rata basis, shall reallocate to Wallace, shares of the Sellers Contribution Shares that the Class A Holders would have had the right to receive pursuant to Article II above, having a total value equal to the lesser of (a) the Wallace Shortfall or (b) all of the Sellers Contribution Shares that the Class A Holders would have had the right to receive pursuant to Article II above.  For purposes of determining the existence of a Wallace Shortfall, (a) shares of the Sellers Contribution Shares received by Wallace pursuant to the Allocation Confirmation shall be valued at one hundred percent (100%) of the liquidation value per share of the Sellers Contribution Shares pursuant to the Certificate of Incorporation of the Buyer (the “ Liquidation Value ”), subject to adjustment to reflect the effect of any stock split, reverse split, exchange or readjustment of shares, stock dividend, reclassification, reorganization, recapitalization or other like change with respect to the Sellers Contribution Shares occurring after the date of this Agreement, and (b) any amounts received by Wallace (i) as an employee of the Companies, (ii) as an ESOP participant, (iii) as a participant in any phantom stock plan of Lazy Days,  and/or (iv) pursuant to the Ground Lease, shall be excluded.

3.2                                  Valuing the Wallace Shortfall .  For purposes of determining the number of shares of the Sellers Contribution Shares required to pay the Wallace Shortfall, the Sellers Contribution Shares shall be valued at sixty percent (60%) of its Liquidation Value, subject to adjustment to reflect the effect of any stock split, reverse split, exchange or readjustment of shares, stock dividend, reclassification, reorganization, recapitalization or other like change with respect to the Sellers Contribution Shares occurring after the date of this Agreement.

3.3                                  Procedure for Acknowledgement of the Wallace Shortfall .  At least four (4) business days prior to the Closing, the Companies shall, based upon their determination of the Allocation Confirmation as set forth in Section 2.4 above, deliver a notice of the Wallace Shortfall, including each Class A Holder’s pro rata portion thereof, to the Escrow Agent, the Buyer, the Sellers’ Representative and each of the Sellers. The Sellers will promptly acknowledge agreement with the Wallace Shortfall as determined by the Companies pursuant to the foregoing terms.

3.4                                  Effect of Additional Proceeds on Class A Amount .  In the event that, following the Closing, additional cash amounts which effectively increase the Non-ESOP Sellers’ Net Purchase Price are received by Wallace as a result of any post-Closing payments made pursuant to the Purchase Agreement, and provided that any Wallace Shortfall has been satisfied as set forth above, Wallace shall transfer such additional cash amounts to the Class A Holders, in accordance with their respective Proceeds Percentage, until the Class A Holders receive from Wallace an amount equal to (a) the amount of the Wallace Shortfall, plus (b) the amount of the 30 Day Adjustment.

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3.5                                  Effect on Indemnification Obligations .  The Sellers hereby acknowledge and agree that their respective Proceeds Percentage as determined under Article II above shall determine their respective indemnification obligations under Section 11.3 of the Purchase Agreement (collectively the “ Indemnification Obligations ”).  The Sellers hereby further acknowledge and agree that any action taken pursuant to this Article III shall not change any Seller’s Proceeds Percentage as originally determined pursuant to Article II above, and therefore each Seller shall continue to bear the Indemnification Obligations in accordance with its original Proceeds Percentage until each time (each, a “ Reallocation Date ”), if ever, that (a) all of the Escrow Cash (as defined in the Escrow Agreement) has been distributed under the Escrow Agreement and (b) any Seller has no Sellers Contribution Shares remaining as a result of Article III or Article IV hereof or the payment of inde