0001104659-05-047793 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • October 11th, 2005 • National Rv Holdings Inc • Motor homes • California

This Employment At-Will agreement, by and between National RV Holdings Inc. (National RV) and Joseph Hansen (Employee), entered into this day of , 2004, by which the parties agree as follows:

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LOAN MODIFICATION AGREEMENT NO. 4
Loan Modification Agreement • October 11th, 2005 • National Rv Holdings Inc • Motor homes

Preamble: This Loan Modification Agreement (this “Agreement”), dated as of February 28, 2005 (the “Effective Date”), is made between UPS Capital Corporation, as lender (the “Lender”) and each Person identified as “Borrower” on the signature page(s) hereof, as borrower(s) (individually and collectively, the “Borrower”), for the purpose of amending or otherwise modifying the terms of that certain Loan and Security Agreement, dated as of August 28, 2002, heretofore made between Lender and Borrower (which, as it has been, or hereafter may be, modified or amended, is called herein the “Loan Agreement’). Now, therefore, in consideration of the mutual promises contained herein and in the Loan Agreement, the receipt and sufficiency of which are hereby acknowledged, Lender and Borrower, each intending to be legally bound, agree as follows:

REAL PROPERTY LEASE
Real Property Lease • October 11th, 2005 • National Rv Holdings Inc • Motor homes
Form of Stock Option Agreement
Form of Stock Option Agreement • October 11th, 2005 • National Rv Holdings Inc • Motor homes
LOAN MODIFICATION AGREEMENT NO. 3
Loan Modification Agreement • October 11th, 2005 • National Rv Holdings Inc • Motor homes

Preamble: This Loan Modification Agreement (this “Agreement”), dated as of December 1, 2004 (the “Effective Date”), is made between UPS Capital Corporation, as lender (the “Lender”) and each Person identified as “Borrower” on the signature page(s) hereof, as borrower(s) (individually and collectively, the “Borrower”), for the purpose of amending or otherwise modifying the terms of that certain Loan and Security Agreement, dated as of August 28, 2002, heretofore made between Lender and Borrower (which, as it has been, or hereafter may be, modified or amended, is called herein the “Loan Agreement”). Now, therefore, in consideration of the mutual promises contained herein and in the Loan Agreement, the receipt and sufficiency of which are hereby acknowledged, Lender and Borrower, each intending to be legally bound, agree as follows:

LOAN MODIFICATION AGREEMENT NO. 5
Loan Modification Agreement • October 11th, 2005 • National Rv Holdings Inc • Motor homes

Preamble: This Loan Modification Agreement (this “Agreement”), dated as of April 21, 2005 (the “Effective Date”), is made between UPS Capital Corporation, as lender (the “Lender”) and each Person identified as “Borrower” on the signature page(s) hereof, as borrower(s) (individually and collectively, the “Borrower”), for the purpose of amending or otherwise modifying the terms of that certain Loan and Security Agreement, dated as of August 28, 2002, heretofore made between Lender and Borrower (which, as it has been, or hereafter may be, modified or amended, is called herein the “Loan Agreement”). Now, therefore, in consideration of the mutual promises contained herein and in the Loan Agreement, the receipt and sufficiency of which are hereby acknowledged, Lender and Borrower, each intending to be legally bound, agree as follows:

GENERAL COUNSEL EMPLOYMENT AGREEMENT
National Rv Holdings Inc • October 11th, 2005 • Motor homes

As General Counsel for National RV Holdings your primary function is to identify areas of liability within the organization and make recommendations for their resolution. Understanding that a variety of other assignments will be given to you, you agree to always provide direction, while never compromising the best interest of the Company.

Consulting Agreement Between Country Coach, Inc. (CCI) and Robert B. Lee (Bob)
Consulting Agreement • October 11th, 2005 • National Rv Holdings Inc • Motor homes
REAL PROPERTY LEASE
National Rv Holdings Inc • October 11th, 2005 • Motor homes • Oregon

LEE JOINT VENTURE, a joint venture of Robert B. Lee, Ronald E. Lee, and Terry N. Lee (“Lessor”). NATIONAL R.V. HOLDINGS, INC., a Delaware corporation (“Tenant”).

LEASE RENEWAL AGREEMENT
Lease Renewal Agreement • October 11th, 2005 • National Rv Holdings Inc • Motor homes
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