1 2 3 4 5 6 7 8 9 10 11 12

KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 AVENUE OF THE STARS, 39TH FLOOR LOS ANGELES, CALIFORNIA 90067 TELEPHONE: (310) 407-4000

LEE R. BOGDANOFF (State Bar No. 119542) JONATHAN S. SHENSON (State Bar No. 184250) DAVID M. GUESS (State Bar No. 238241) KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 Avenue of the Stars, 39th Floor Los Angeles, CA 90067 Telephone: (310) 407-4000 Facsimile: (310) 407-9090 Bankruptcy Counsel for Debtors and Debtors In Possession Debtors' Mailing Address 3411 N. Perris Blvd. Perris, CA 92571 National R.V. Holdings, Inc.'s Tax I.D. #XX-XXX-1079 National R.V., Inc.'s Tax I.D. #XX-XXX-5022

UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA RIVERSIDE DIVISION In re NATIONAL R.V. HOLDINGS, INC., a Delaware corporation; NATIONAL R.V., INC., a California corporation, Debtors. Case No.: 6:07-17941-PC Chapter 11 Jointly Administered with Case No.: 6:07-17937-PC NOTICE OF SUBMISSION OF REVISED AUCTION AGREEMENT WITH BIDITUP AUCTIONS WORLDWIDE, INC. Hearing Date: Time: Place: February 29, 2008 10:30 a.m. Courtroom 303 U.S. Bankruptcy Court 3420 Twelfth Street Riverside, CA 92501-3819

13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
102236.1

1 2 3 4 5 6 7 8 9 10 11 12
KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 AVENUE OF THE STARS, 39TH FLOOR LOS ANGELES, CALIFORNIA 90067 TELEPHONE: (310) 407-4000

TO THE HONORABLE PETER H. CARROLL, UNITED STATES BANKRUPTCY JUDGE, THE OFFICE OF THE UNITED STATES TRUSTEE, COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, THE DEBTORS' SECURED LENDERS, AND OTHER PARTIES ENTITLED TO NOTICE:

PLEASE TAKE NOTICE that, as contemplated by the Debtors' Motion (1) to Authorize the Debtors to Enter Into Auction Agreement with BIDITUP Auctions Worldwide, Inc., (2) to Approve Sale of Certain Tangible Personal Property and the Rights, Title and Interests of the Debtors in Certain Intellectual Property Free and Clear of Liens, Claims, Encumbrances and Interests Pursuant to Such Auction Agreement and (3) for Other Related Relief [Docket #255] (the "Motion"), National R.V. Holdings, Inc. and National R.V., Inc., the debtors and debtors in possession in the above-referenced cases (the "Debtors") and BIDITUP Worldwide Auctions, Inc. ("BIDITUP") have now come to an agreement as to the remaining material terms of the Auction Agreement. PLEASE TAKE FURTHER NOTICE that the revised Auction Agreement by and between the Debtors and BIDITUP is attached hereto as Exhibit "1". PLEASE TAKE FURTHER NOTICE that a redline showing the changes between the Auction Agreement that was included in the Motion as Exhibit "1" and above-referenced revised Auction Agreement is attached hereto as Exhibit "2". PLEASE TAKE FURTHER NOTICE that no changes have been made to any of the exhibits that were attached to the Auction Agreement that was included with the Motion.

13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

Respectfully Submitted,
DATED: February 28, 2008 /s/ David M. Guess DAVID M. GUESS, an Attorney with KLEE, TUCHIN, BOGDANOFF & STERN LLP Bankruptcy Counsel for Debtors and Debtors in Possession

KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 AVENUE OF THE STARS, 39TH FLOOR LOS ANGELES, CALIFORNIA 90067 TELEPHONE: (310) 407-4000

28
EXHIBIT "1" REVISED AUCTION AGREEMENT

27

26

25

24

23

22

21

20

19

18

17

16

15

14

13

12

11

10

AUCTION AGREEMENT This Auction Agreement (this Agreement) is entered into as of February 25, 2008 by and between National R.V. Holdings, Inc., a Delaware corporation, and National R.V., Inc., a California corporation (collectively, Owner) and BIDITUP Auctions Worldwide, Inc. (BIDITUP). The parties hereto agree as follows: 1) AUCTION AGREEMENT: Owner hereby authorizes and employs BIDITUP to act as Owner's exclusive agent to sell, at a public auction (the Public Auction) to the highest bidder on each lot of all the Property (as defined in Section 2 below). On November 30, 2007, Owner commenced Chapter 11 bankruptcy cases now pending in the United States Bankruptcy Court for the Central District of California, Riverside Division (the Court) being jointly administered under case number 07-17941 (the Bankruptcy). The effectiveness of this Agreement is expressly conditioned upon its being approved by the Court in connection with the Bankruptcy, that in connection with such approval the Court expressly authorizes BIDITUP to conduct the Public Auction. Owner agrees to provide BIDITUP with a copy of Owners motion papers (in substantially the same form as will be filed with the Court) by which such approval of this Agreement is sought (collectively, the Motion), prior to filing such papers, for BIDITUPs review and approval, with BIDITUP's approval not to be unreasonably withheld or delayed, as well as a copy of the proposed form of Order that Owner intends to lodge with the Court in connection with the Courts approval of the Motion (the Order). This Agreement is contingent upon (a) the Order becoming a Final Order (defined at the end of this paragraph) no later than March 12, 2008 and (b) Owner obtaining a ninety day extension of time to assume or reject the leases for the Premises (the Extension), with the order approving the Extension (the Extension Order) becoming a Final Order no later than March 12, 2008. Final Order shall mean the first day the Order or the Extension Order, as the case may be, is not subject to a stay pending appeal after the tenth day after the Order or the Extension Order, as the case may be, is entered on the Court's docket In the interest of time (and because time is of the essence), the Owner (with the support of the Official Committee of Unsecured Creditors (the Committee)) shall pay to BIDITUP, upon the execution of this Agreement, the sum of $50,000 to fund reasonable, out of pocket expenses of BIDITUP relating to the marketing and other preparations for the Public Auction which arise prior to the entry of the Order (the Pre-Order Expenses). 2) PROPERTY / SALE: The word Property in this Agreement is defined as all of Owners (a) tangible personal property (wall to wall/floor to ceiling, in, around and/or about the Premises) including, but not limited to, all of the machinery, equipment, related items, tooling, attachments, parts, accessories, manuals, rolling stock, overhead cranes, material handling equipment, auto and trucks, office furnishings and equipment, raw materials, inventories, the National RV Model Nautica (Qty 1) and National RV Model Riptide (Qty 1) completed coaches, (the coaches are collectively referred to as, the Prototype Coaches)), located at 100 W. Sinclair St., Perris, CA 92571 and 3411 N. Perris Blvd., Perris, CA 92571 (collectively, the "Premises") to the extent set forth on Exhibit A attached hereto and incorporated herein by
Page 1 of 10 _______/_______ Initials

Exhibit "1"

reference; and (b) right, title and interest in and to the intellectual property, product lines and tangible personal property relating thereto and set forth on Exhibit B attached hereto and incorporated by reference (collectively, the Intellectual Property). The Property will be divided into and sold in such lots as BIDITUP may determine in its sole discretion to be appropriate to facilitate the Public Auction. Notwithstanding anything to the contrary in this Agreement, if anything, Owner shall have the right to remove any, some or all of the Intellectual Property from the definition of Property (and, by extension, from the terms of this Agreement) anytime on or before the day before the Public Auction and there shall be no penalty or price for removing any such Intellectual Property and, for the avoidance of any doubt whatsoever, this means, among other things, that there will no reduction in the Guarantee Amount (defined below) as a result of the removal of any, some or all of the Intellectual Property. Notwithstanding anything to the contrary in this Agreement, if any, BIDITUP shall only be authorized to sell the Property (and the Order shall only authorize the Sale of any Property) as is, where is and as a final sale, without any representations of any kind or nature whatsoever except as expressly provided in this Agreement, including as to merchantability or fitness, and without warranty or agreement as to the condition of such Property. BIDITUP shall be responsible for effectuating all sales on an "as is," "where is" basis with no warranties, express or implied, coming from Owner. Notwithstanding anything to the contrary in this Agreement, if any, the Owner shall have the right, in its sole and absolute discretion, to terminate this Agreement any time prior to March 14, 2008 by providing written notice to BIDITUP provided, and only if, Owner obtains Court authority to proceed with a sale of all or substantially all of the personal property which makes up the Property as a going concern (the Alternative Sale Transaction). In the event Owner exercises this termination right, BIDITUP shall be entitled to the following, in full and final satisfaction of any and all claims arising out of or otherwise relating to any termination or breach of this Agreement: a first priority, non-discountable administrative claim in an amount equal to 2% of the gross sale proceeds from the Alternative Sale Transaction plus an amount equal to $50,000. In addition, BIDITUP shall be entitled to retain any portion of the $50,000 Owner previously advanced to BIDITUP to fund Pre-Order Expenses. Notwithstanding anything to the contrary in this Agreement, if any, to prevent assets from being sold at an unduly low price, the Owner shall have the right to bid at the Public Auction, and entry of the Order shall be deemed to constitute Court authority for the Debtors to purchase any, some or all of the Property at the Public Auction. If and to the extent the Owner acquires any of the Property at the Public Auction, BIDITUP shall be entitled to an administrative claim against the Debtors' estates for the purchase price amount. 3) GUARANTEE AMOUNT; RETENTION OF SALE PROCEEDS:

Page 2 of 10 _______/_______ Initials

Exhibit "1"

a) GUARANTEE AMOUNT/SALE PROCEEDS: BIDITUP hereby guarantees that the proceeds of the Sale of the Property generated shall be no less than the sum of One Million Five Hundred Thousand Dollars ($1,500,000) minus any adjustment(s) for any assets identified in Exhibit C which are removed from the definition of Property on or before Asset Removal Date Deadline (as defined at the end of this sub-paragraph) as set forth in more detail in Exhibit C which is also incorporated herein by reference (Guarantee Amount) and, in connection therewith, agrees unconditionally to pay Owner the Guarantee Amount on or before the Guarantee Amount Due Date (defined below), without any right of set-off or recoupment, except as otherwise expressly provided in this Agreement. For the avoidance of any doubt, BIDITUP acknowledges and agrees that Owner shall be entitled to retain the entire amount of the Guarantee Amount regardless of the amount of proceeds ultimately generated from the Sale of the Property. Notwithstanding anything to the contrary in this Agreement, if any, the gross proceeds from the Sale (defined at the end of this paragraph) shall be allocated between the parties as follows and in the following priority: (1) Owner shall be entitled to the first gross proceeds from the Sale in an amount equal to, and as reimbursement for, the funds it advanced for the Pre-Order Expenses; (2) next, BIDITUP shall be entitled to an amount equal to 12.5% of the amount of any adjustment(s) to the Guarantee Amount made on account of the removal of any assets identified in Exhibit C from the definition of Property as hereinabove provided, (3) next, BIDITUP shall be entitled to the gross proceeds from the Sale in an amount equal to the Guarantee Amount plus $50,000 (for any and all expenses it incurred or incurs in connection with the Sale) and (4) thereafter, the gross proceeds from the Sale will be split between Owner and BIDITUP, with 95% of such proceeds going to Owner. BIDITUP shall also be authorized to charge and exclusively retain a buyers premium in an amount not to exceed 12.5% for on site bidders and 15.5% for webcast bidders. Sale shall mean the Public Auction (as contemplated herein) and any other liquidation or sale of any, some or all the assets which make up the Property, which is to be conducted by BIDITUP on behalf of the Owner (in accordance with the terms hereof), and which may include any combination of an orderly liquidation sale or auction (public or private) of any or all of the assets which make up the Property located at the Premises, a sale of substantially all of the Property, and/or the auction of the assets at the Premises or on the internet, followed by an auction if necessary. The Asset Removal Date Deadline shall mean March 14, 2008 for all of the tangible personal property identified in Exhibit C. b) PAYMENT/ACCOUNTING: The Guarantee Amount, less the amount of any adjustment(s) to the Guarantee Amount made after the execution of this Agreement on account of the removal of any assets identified in Exhibit C from the definition of Property as provided in subparagraph (a) above, will be paid to Owner (via wire transfer or as designated by Owner) no later than 48 hours prior to the Public Auction (the Guarantee Amount Due Date). BIDITUP shall provide Owner with regular periodic reporting and reconciliation of any Sales of Property in a form reasonably
Page 3 of 10 _______/_______ Initials

Exhibit "1"

acceptable to Owner. Any gross proceeds from the Sale of any assets which make up the Property which Owner is entitled to receive pursuant to the terms hereof shall be paid to owner within 7 working days following such Sale. c) AUTHORIZATION TO RETAIN SALES PROCEEDS: Owner hereby authorizes BIDITUP to retain its share of the gross proceeds of the Sale of the Property by BIDITUP under the terms of this Agreement as a first priority, non-discountable administrative professional services fee. 4) USE OF PREMISES: Owner agrees to furnish to BIDITUP, without charge, reasonable use of the Premises (including all overhead cranes) at reasonable times and during normal business hours, Monday through Sunday 8:00 A.M. - 5:00 P.M. to and through April 30, 2008, including reasonably necessary utilities including but not limited to reasonable trash service and local phone use for the purposes of lotting up, advertising, conducting public and private sales, and checking out the Property sold to buyers, and for such other purposes as are incidental to accomplish BIDITUP's obligations under this Agreement. 5) LANDLORD: The parties acknowledge and agree that obtaining the consent of the landlord for the Premises (the Landlord) to proceed with the Sale as contemplated herein (and notwithstanding any term in Owner's leasehold agreements relating to the Premises to the contrary) is a condition to the effectiveness of the Agreement. To that end, the parties acknowledge and agree that Owner has satisfied any obligation it has hereunder to obtain such consent by virtue of the Court's entry of that certain Stipulation and Agreed Order Resolving Landlord's Motion for Entry of an Order Directing the Debtor to Comply with its Obligations to First Industrial, L.P. or in the Alternative, Directing the Surrender of the Premises and Rejection Leases [docket # 144] (the Landlord Stipulation), provided the Order expressly provides that the Debtors have the authority to proceed with the Sale of the Trade Fixtures (as defined in the underlying Leases) or have the authority to proceed with the sale of the underlying property which constitutes the Trade Fixtures once they are detached from the Premises by the Debtors. As required under the Landlord Stipulation, there is a requirement that any third party conducting an Auction (as defined in the Landlord Stipulation) carry certain insurance as set forth more fully in the Landlord Stipulation and at levels reasonably satisfactory to the Landlord. To that end, BIDITUP agrees to have in place a general liability policy of insurance protecting the Owner and Landlord as additional insureds against claims for bodily injury, personal injury and property damage arising out of any grossly negligent, reckless or intentional, wrongful acts or omissions of the BIDITUP Parties in connection with the Sale (including the Public Auction) conducted on the Premises and all areas appurtenant thereto (collectively, the BIDITUP Insurance) of no less than One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) in the aggregate, provided, however, BIDITUP agrees to increase the amount of such insurance to no less than Two Million Dollars ($2,000,000.00) per occurrence and Five Million Dollars ($5,000,000.00) in the aggregate provided Owner bears the expense for the additional premium associated with such increase. BIDITUP shall promptly provide Owner with a quote concerning the additional
Page 4 of 10 _______/_______ Initials

Exhibit "1"

premium. The Owner shall take reasonable efforts to obtain the agreement by the landlord that the BIDITUP Insurance is reasonably satisfactory to the landlord and, if unable to do so, a finding from the Court that it is reasonably satisfactory. BIDITUP shall provide the Owner and Landlord with such certificates of insurance evidencing the satisfaction of the BIDITUP Insurance as well a copy of BIDITUP's policies. 6) CONDITION OF PREMISES: On or before April 30, 2008, subject to the provisions of Paragraph 12, BIDITUP shall cause all of the Property to be removed from the Premises and cause the Premises to be broom-swept clean, all in a manner reasonably acceptable to the Owner. BIDITUP will have no obligation to disconnect or remove electrical wires, water lines, air lines, etc. beyond the first connection located at the Property unless otherwise specified herein. BIDITUP will not be responsible to fill, clean or safety guard any existing pits or restore any non-load bearing walls dismantled during the removal process. 7) SECURITY: Security for the Premises and the Property shall be provided by Owner, in a manner consistent with how Owner has secured the Premises and Property prior to this Agreement. BIDITUP shall comply with the Owners reasonable safety and security guidelines. 8) SALES TAX: BIDITUP will collect all applicable sales tax in connection with BIDITUPs Sale of the Property on Owners behalf and promptly remit same to the proper agencies and, in connection therewith, shall be responsible for the preparation of all reporting forms, certificates, reports and other documentation required in connection with the payment of applicable sales taxes to the appropriate taxing authorities. 9) TITLE: Owner represents and warrants that, except as expressly disclosed herein, title to the Property shall be free and clear of all liens, claims and encumbrances upon consummation of any Sale of the assets which make up the Property. BIDITUP shall have the right, at BIDITUPs sole option, to withhold from the Public Auction any item of the Property that is subject to title registration (automobiles, trucks, rolling stock, etc.) if Owner has not delivered to BIDITUP a negotiable certificate of title 72 hours prior to the start of the Public Auction and any such withheld item shall be deemed to have been removed from the definition of Property as provided in Paragraph 3. 10) NO PRIOR SALES OR DELETIONS: Property may be sold prior to the Public Auction only if Owner and BIDITUP consent in writing to such Sale. The proceeds of any such prior Sale shall be considered part of the gross proceeds from the Sale of the Property. Except pursuant to the terms and conditions set forth in Paragraph 3(a) of the Agreement and Exhibit C hereto (as made applicable thereto), Property may be deleted prior to Public Auction only with BIDITUP's written consent. There shall be no reserve price on any item of the Property offered for Sale. 11) NO VALUE REPRESENTATION: BIDITUP shall endeavor to secure the highest amount obtainable for the Property at the Public Auction or any other Sale. However, BIDITUP
Page 5 of 10 _______/_______ Initials

Exhibit "1"

makes no representation concerning the value of the Property or the prices obtainable. Owner acknowledges that Owner is not relying upon any appraisal or any evaluation of the Property previously submitted by BIDITUP to Owner, either verbally or in writing. Notwithstanding the foregoing, BIDITUP shall provide to Owner's management (i) the developing Lot Catalog as it is being produced, and (ii) all or substantially all of the finalized version of the Lot Catalog on or before the fifth day preceding the Public Auction and, in connection therewith, in the event there are any changes thereafter, BIDITUP shall promptly notify, and highlight for, Owner any and all such changes. 12) HAZARDOUS WASTE OR SUBSTANCES: It is expressly understood that BIDITUP is not assuming any hazardous waste or substances or waste liability of any kind whatsoever under this Agreement, and is not responsible for removal of same should they exist at the time of this Agreement or at the time of the Public Auction. On or before February 29, 2008, BIDITUP and Owner shall inspect the Premises and Property and identify any assets which make up the Property that contain hazardous waste or substances to such an extent that BIDITUP determines, in its sole and absolute discretion, such assets should not be included in the Public Auction (Contaminated Property) and any such Contaminated Property shall be removed from the definition of Property as provided in Paragraph 3 without any reduction in the Guarantee Amount. Owner, at Owners sole cost or expense, shall be responsible to remove and dispose of all Contaminated Property. On or before April 1, 2008, Owner will provide BIDITUP with the contact information for the contractor selected by Owner (Owners Contractor) to handle and remove hazardous waste or substances from the Premises. On or before April 7, 2008, (and, thereafter, if BIDITUP subsequently discovers other hazardous waste and/or substances on the Premises), BIDITUP shall promptly notify Owner and Owners Contractor of any hazardous waste or substance known by BIDITUP to be remaining on the Premises and Owner hereby authorizes BIDITUP to instruct Owners Contractor to proceed with the removal of such hazardous waste and/or substances from the Premises, provided Owner shall be responsible for all costs and expenses incurred by Owners Contractor (and BIDITUP, if any) in connection with such removal. Hazardous waste or substance, as used in this Agreement, means any substance which is or becomes defined as hazardous waste, hazardous substance, pollutant or contaminant under any federal, state or local statute, regulation, rule or ordinance or amendments thereto governing the use storage, disposal or generation of hazardous, toxic or radioactive substances, materials or wastes (whether or not mixed, commingled or otherwise combined with other substances, materials or wastes), including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. section 9601 et. seq.) and/or the Resource Conservation and Recovery Act (42 U.S.C. section 6901 et. seq.). Owner, it's successors and assigns hereby expressly and unconditionally release BIDITUP, BIDITUP's successors, assigns and directors, officers, shareholders, employees, partners, agents, contractors, subcontractors, experts, licensees, affiliates, heirs, and devisees (collectively, BIDITUP Parties) from any and all Claims directly or indirectly arising from, in connection with or caused by any hazardous waste or substances or the past, present, or future condition of the Premises or the Property, other than any Claims resulting from any grossly negligent, reckless or intentional, wrongful acts or omissions by any of the BIDITUP Parties.
Page 6 of 10 _______/_______ Initials

Exhibit "1"

Claim, or Claims, as used in this Agreement, means any and all known or unknown claims, judgments, demands, damages, debts, obligations, lawsuits, causes of action, losses, penalties, fines, liabilities (including strict liability), costs or expenses, whether or not ultimately defeated, of whatever kind, nature or description, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, including, without limitation, reasonable attorney's fees and disbursements and consultant's fees. Owner hereby acknowledges that it may hereafter discover facts different from or in addition to those now known or believed to be true regarding the Premises or the Property and it agrees that the releases set forth in this Agreement shall remain in full force and effect, notwithstanding the existence of any such different or additional facts. Owner knowingly and voluntarily waives any and all rights, benefits and privileges to the fullest extent permissible under any federal, state, local or other laws which do or would negatively affect validity or enforceability of all or part of the releases set forth in this Agreement. Owner specifically waives the provisions of California Civil Code section 1542, which provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. 13) DEFAULT BY BUYER: In the event any buyer of any lot or lots offered for Sale by BIDITUP defaults in payment prior to delivery of such lot to the buyer, BIDITUP shall, at BIDITUP's option, have the right to resell the specific lots without further consent of Owner. In the event that any buyer returns purchased Property because of defective title and BIDITUP in its sole discretion refunds the sales price to the buyer, BIDITUP may then demand complete reimbursement of the refunded amount from Owner. 14) INSURANCE AND INDEMNITY: Owner agrees to continue to carry general liability and other insurance policies for the Premises and Property and in such amounts as in effect as of the date this Agreement is executed and will continue this insurance in force and affect until the Property is removed from the Premises by the buyers. It is further agreed that Owner hereby waives all claims against BIDITUP for any loss, damage or destruction of the Property and/or Premises and will indemnify, defend and hold BIDITUP harmless from and against any such loss, damage or destruction, except, in each case (in terms of both the waiver and indemnity), where such claim arises due to any grossly negligent, reckless or intentional, wrongful acts or omissions of the BIDITUP Parties. All proceeds from such insurance covering the Property shall be deemed proceeds from the Sale of the Property and allocated between Owner and BIDITUP in accordance with the provisions of Paragraph 3. 15) GENERAL INDEMNIFICATIONS: a) Owner hereby agrees to indemnify, defend and hold the BIDITUP Parties harmless from and against any Claims arising, directly or indirectly, out of any (a) grossly negligent, reckless or intentional, wrongful acts or omissions of Owner or its agents, employees,
Page 7 of 10 _______/_______ Initials

Exhibit "1"

representatives and principals in connection with the Sale; and/or (b) material breach by Owner of any of its representations, warranties or other obligations under this Agreement. Any claims under this Paragraph must be reasonable and be made by application to the Court and subject to approval thereby and governed by and construed in accordance with the laws of the state of California. b) BIDITUP hereby agrees to indemnify, defend and hold Owner and its officers, directors, agents, professionals and employees, harmless from and against Claims arising, directly or indirectly, out of any (a) grossly negligent, reckless or intentional, wrongful acts or omissions of the BIDITUP Parties in connection with the Sale and/or (b) material breach by any of the BIDITUP of any of its representations, warranties or other obligations under this Agreement. (including, without limitation, any failure to comply with Paragraph 8 of this Agreement). 16) GOVERNING LAW: The parties hereby agree that this Agreement shall be construed, enforced and governed by the laws of the State of California, irrespective of such state's choices of law's principles, except to the extent of the applicability of Title 11 of the United States Code. Any legal proceeding to enforce any right or obligation hereunder or otherwise based upon or arising hereunder must be instituted, maintained and submitted for any trial before the Court having jurisdiction of the Bankruptcy. 17) ADVERTISING: Owner hereby authorizes BIDITUP to use Owners name in promotional or advertising materials or otherwise pertaining to the Sale of the Property by BIDITUP. 18) FACSIMILE COPIES: A signed facsimile copy of the executed contract will serve as an original. 19) AUGMENTATION: BIDITUP reserves the right to augment the Public Auction and auction brochure. Proceeds from sale, of items other than the Property, shall not be included in Property or in gross proceeds from the Sale of the Property to which Owner is entitled. 20) ENTIRE AGREEMENT: This Agreement constitutes the entire agreement among the parties, any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding on either party except to the extent incorporated in this Agreement. No changes or modifications of, or additions to the Agreement, shall be valid unless the same shall be in writing and signed by Owner and BIDITUP. 21) NOTICES. Except as otherwise provided for herein, any notices to BIDITUP or Owner required or permitted under the Agreement shall be written, signed by a duly authorized representative, and shall be deemed to have been given when received by the intended recipient by commercial overnight delivery service, certified mail or registered mail, return receipt requested, postage prepaid at the addresses set forth below each partys signature below, unless the mailing
Page 8 of 10 _______/_______ Initials

Exhibit "1"

party has received prior written notice that the address has been changed or email or fax at the addresses and numbers set forth below. 22) TIME; NON-WAIVER OF REMEDIES. The parties agree that in performing any act under this Agreement, time shall be of the essence but the failure of either party to exercise any right or remedy shall not be deemed a waiver of any of the obligations of the other party or any right or remedy of the other party. 23) COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all counterparts shall be constituted as one Agreement. 24) FORCE MAJEURE. BIDITUP may suspend performance during the occurrence of an excusable delay, which shall mean and include any delay not occasioned by the fault or negligence of BIDITUP and which results from the act of God or public enemy, restrictions, prohibitions, priorities, or allocations imposed by governmental authority, embargoes, floods, fires, typhoons, earthquakes, epidemics, unusually severe weather, delays of similar nature or governmental causes, and strikes or labor disputes or any cause outside the reasonable control of BIDITUP then the time for performance of the affected obligation of BIDITUP shall be extended for a period equivalent to the period of such delay, interruption or prevention. 25) HEADINGS. The headings contained in the Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. 26) NO THIRD PARTY BENEFICIARIES. BIDITUP and Owner acknowledge and agree that no party, including without limitation, parties purchasing the Property or any portion thereof from BIDITUP, shall be entitled to rely on any of the representations, warranties, covenants or agreements made or given by the parties under and pursuant to the terms of this Agreement. This Agreement is exclusively for the benefit of BIDITUP and Owner, and no party, other than BIDITUP or Owner, shall be entitled to pursue any action or seek any remedy arising out of, resulting from, or in any way connected with this Agreement or the transactions contemplated herein. Each party by signing this Agreement hereby warrants and represents that the signatory is duly authorized to sign this Agreement on behalf of Owner or BIDITUP, as the case may be, intending it to be legally bound by the terms and conditions hereof.

Page 9 of 10 _______/_______ Initials

Exhibit "1"

National R.V. Holdings, Inc., a Delaware corporation By: __________________________________ Title: _________________________________ National R.V., Inc., a California corporation By: __________________________________ Title: _________________________________ Address: _____________________________ _____________________________________ _____________________________________

BIDITUP Auctions Worldwide, Inc., a California corporation

By: ___________________________________ Steven R. Mattes, President 11426 Ventura Blvd. Studio City, CA 91604 Telephone No.: (818) 508-7034 Fax No.: (818) 508-3025

Page 10 of 10 _______/_______ Initials

Exhibit "1"

KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 AVENUE OF THE STARS, 39TH FLOOR LOS ANGELES, CALIFORNIA 90067 TELEPHONE: (310) 407-4000

28
EXHIBIT "2" REDLINE

27

26

25

24

23

22

21

20

19

18

17

16

15

14

13

12

11

10

AUCTION AGREEMENT This Auction Agreement (this Agreement) is entered into as of ___________February 25, 2008 by and between National R.V. Holdings, Inc., a Delaware corporation, and National R.V., Inc., a California corporation (collectively, Owner) and BIDITUP Auctions Worldwide, Inc. (BIDITUP). The parties hereto agree as follows: 1) AUCTION AGREEMENT: Owner hereby authorizes and employs BIDITUP to act as Owner's exclusive agent to sell, at a public auction (the Public Auction) to the highest bidder on each lot of all the Property (as defined in Section 2 below). On November 30, 2007, Owner commenced Chapter 11 bankruptcy cases now pending in the United States Bankruptcy Court for the Central District of California, Riverside Division (the Court) being jointly administered under case number 07-17941 (the Bankruptcy). The effectiveness of this Agreement is expressly conditioned upon its being approved by the Court in connection with the Bankruptcy, that in connection with such approval the Court expressly authorizes BIDITUP to conduct the Public Auction. Owner agrees to provide BIDITUP with a copy of Owners motion papers (in substantially the same form as will be filed with the Court) by which such approval of this Agreement is sought (collectively, the Motion), prior to filing such papers, for BIDITUPs review and approval, with BIDITUP's approval not to be unreasonably withheld or delayed, as well as a copy of the proposed form of Order that Owner intends to lodge with the Court in connection with the Courts approval of the Motion (the Order). This Agreement is contingent upon (a) the Order becoming a Final Order (defined at the end of this paragraph) no later than March 12, 2008 and (b) Owner obtaining a ninety day extension of time to assume or reject the leases for the Premises (the Extension), with the order approving the Extension (the Extension Order) becoming a Final Order no later than March 12, 2008. Final Order shall mean the first day the Order or the Extension Order, as the case may be, is not subject to a stay pending appeal after the tenth day after the Order or the Extension Order, as the case may be, is entered on the Court's docket In the interest of time (and because time is of the essence), the Owner (with the support of the Official Committee of Unsecured Creditors (the Committee)) shall pay to BIDITUP, upon the execution of this Agreement, the sum of $50,000 to fund reasonable, out of pocket expenses of BIDITUP relating to the marketing and other preparations for the Public Auction which arise prior to the entry of the Order (the Pre-Order Expenses). 2) PROPERTY / SALE: The word Property in this Agreement is defined as all of Owners (a) tangible personal property (wall to wall/floor to ceiling, in, around and/or about the Premises) including, but not limited to, all of the machinery, equipment, related items, tooling, attachments, parts, accessories, manuals, rolling stock, overhead cranes, material handling equipment, auto and trucks, office furnishings and equipment, raw materials, inventories, the National RV Model Nautica (Qty 1) and National RV Model Riptide (Qty 1) completed coaches, (the coaches are collectively referred to as, the Prototype Coaches)), located at 100 W. Sinclair St., Perris, CA 92571 and 3411 N. Perris Blvd., Perris, CA 92571 (collectively, the "Premises") to the extent set forth on Exhibit A attached hereto and incorporated herein by
P a g e 1 o f 1111 _______/_______ Initials

Exhibit "2"

reference; and (b) right, title and interest in and to the intellectual property, product lines and tangible personal property relating thereto and set forth on Exhibit B attached hereto and incorporated by reference (collectively, the Intellectual Property). The Property will be divided into and sold in such lots as BIDITUP may determine in its sole discretion to be appropriate to facilitate the Public Auction. Notwithstanding anything to the contrary in this Agreement, if anything, Owner shall have the right to remove any, some or all of the Intellectual Property from the definition of Property (and, by extension, from the terms of this Agreement) anytime on or before the day before the Public Auction and there shall be no penalty or price for removing any such Intellectual Property and, for the avoidance of any doubt whatsoever, this means, among other things, that there will no reduction in the Guarantee Amount (defined below) as a result of the removal of any, some or all of the Intellectual Property. Notwithstanding anything to the contrary in this Agreement, if any, BIDITUP shall only be authorized to sell the Property (and the Order shall only authorize the Sale of any Property) as is, where is and as a final sale, without any representations of any kind or nature whatsoever except as expressly provided in this Agreement, including as to merchantability or fitness, and without warranty or agreement as to the condition of such Property. BIDITUP shall be responsible for effectuating all sales on an "as is," "where is" basis with no warranties, express or implied, coming from Owner. Notwithstanding anything to the contrary in this Agreement, if any, the Owner shall have the right, in its sole and absolute discretion, to terminate this Agreement any time prior to March 14, 2008 by providing written notice to BIDITUP provided, and only if, Owner obtains Court authority to proceed with a sale of all or substantially all of the personal property which makes up the Property as a going concern (the Alternative Sale Transaction). In the event Owner exercises this termination right, BIDITUP shall be entitled to the following, in full and final satisfaction of any and all claims arising out of or otherwise relating to any termination or breach of this Agreement: a first priority, non-discountable administrative claim in an amount equal to 2% of the gross sale proceeds from the Alternative Sale Transaction plus an amount equal to $50,000. In addition, BIDITUP shall be entitled to retain any portion of the $50,000 Owner previously advanced to BIDITUP to fund Pre-Order Expenses. Notwithstanding anything to the contrary in this Agreement, if any, to prevent assets from being sold at an unduly low price, the Owner shall have the right to bid at the Public Auction, and entry of the Order shall be deemed to constitute Court authority for the Debtors to purchase any, some or all of the Property at the Public Auction. If and to the extent the Owner acquires any of the Property at the Public Auction, BIDITUP shall be entitled to an administrative claim against the Debtors' estates for the purchase price amount. 3) GUARANTEE AMOUNT; RETENTION OF SALE PROCEEDS:

P a g e 2 o f 1111 _______/_______ Initials

Exhibit "2"

a) GUARANTEE AMOUNT/SALE PROCEEDS: BIDITUP hereby guarantees that the proceeds of the Sale of the Property generated shall be no less than the sum of One Million Five Hundred Thousand Dollars ($1,500,000) minus any adjustment(s) for any assets identified in Exhibit C which are removed from the definition of Property on or before Asset Removal Date Deadline (as defined at the end of this sub-paragraph) as set forth in more detail in Exhibit C which is also incorporated herein by reference (Guarantee Amount) and, in connection therewith, agrees unconditionally to pay Owner the Guarantee Amount on or before the Guarantee Amount Due Date (defined below), without any right of set-off or recoupment, except as otherwise expressly provided in this Agreement. For the avoidance of any doubt, BIDITUP acknowledges and agrees that Owner shall be entitled to retain the entire amount of the Guarantee Amount regardless of the amount of proceeds ultimately generated from the Sale of the Property. Notwithstanding anything to the contrary in this Agreement, if any, the gross proceeds from the Sale (defined at the end of this paragraph) shall be allocated between the parties as follows and in the following priority: (1) Owner shall be entitled to the first gross proceeds from the Sale in an amount equal to, and as reimbursement for, the funds it advanced for the Pre-Order Expenses; (2) next, BIDITUP shall be entitled to an amount equal to 12.5% of the amount of any adjustment(s) to the Guarantee Amount made on account of the removal of any assets identified in Exhibit C from the definition of Property as hereinabove provided, (3) next, BIDITUP shall be entitled to the gross proceeds from the Sale in an amount equal to the Guarantee Amount plus $50,000 (for any and all expenses it incurred or incurs in connection with the Sale) and (4) thereafter, the gross proceeds from the Sale will be split between Owner and BIDITUP, with 95% of such proceeds going to Owner. BIDITUP shall also be authorized to charge and exclusively retain a buyers premium in an amount not to exceed 12.5% for on site bidders and 15.5% for webcast bidders. Sale shall mean the Public Auction (as contemplated herein) and any other liquidation or sale of any, some or all the assets which make up the Property, which is to be conducted by BIDITUP on behalf of the Owner (in accordance with the terms hereof), and which may include any combination of an orderly liquidation sale or auction (public or private) of any or all of the assets which make up the Property located at the Premises, a sale of substantially all of the Property, and/or the auction of the assets at the Premises or on the internet, followed by an auction if necessary. The Asset Removal Date Deadline shall mean March 14, 2008 for all of the tangible personal property identified in Exhibit C. b) PAYMENT/ACCOUNTING: The Guarantee Amount, less the amount of any adjustment(s) to the Guarantee Amount made after the execution of this Agreement on account of the removal of any assets identified in Exhibit C from the definition of Property as provided in subparagraph (a) above, will be paid to Owner (via wire transfer or as designated by Owner) no later than 48 hours prior to the Public Auction (the Guarantee Amount Due Date). BIDITUP shall provide Owner with regular periodic reporting and reconciliation of any Sales of Property in a form reasonably
P a g e 3 o f 1111 _______/_______ Initials

Exhibit "2"

acceptable to Owner. Any gross proceeds from the Sale of any assets which make up the Property which Owner is entitled to receive pursuant to the terms hereof shall be paid to owner within 157 working days following such Sale. c) AUTHORIZATION TO RETAIN SALES PROCEEDS: Owner hereby authorizes BIDITUP to retain its share of the gross proceeds of the Sale of the Property by BIDITUP under the terms of this Agreement as a first priority, non-discountable administrative professional services fee. 4) USE OF PREMISES: Owner agrees to furnish to BIDITUP, without charge, reasonable use of the Premises (including all overhead cranes) at reasonable times and during normal business hours, Monday through Sunday 8:00 A.M. - 5:00 P.M. to and through April 30, 2008, including reasonably necessary utilities including but not limited to reasonable trash service and local phone use for the purposes of lotting up, advertising, conducting public and private sales, and checking out the Property sold to buyers, and for such other purposes as are incidental to accomplish BIDITUP's obligations under this Agreement. 5) LANDLORD: The parties acknowledge and agree that obtaining the consent of the landlord for the Premises (the Landlord) to proceed with the Sale as contemplated herein (and notwithstanding any term in Owner's leasehold agreements relating to the Premises to the contrary) is a condition to the effectiveness of the Agreement. To that end, the parties acknowledge and agree that Owner has satisfied any obligation it has hereunder to obtain such consent by virtue of the Court's entry of that certain Stipulation and Agreed Order Resolving Landlord's Motion for Entry of an Order Directing the Debtor to Comply with its Obligations to First Industrial, L.P. or in the Alternative, Directing the Surrender of the Premises and Rejection Leases [docket # 144] (the Landlord Stipulation), provided the Order expressly provides that the Debtors have the authority to proceed with the Sale of the Trade Fixtures (as defined in the underlying Leases) or have the authority to proceed with the sale of the underlying property which constitutes the Trade Fixtures once they are detached from the Premises by the Debtors. As required under the Landlord Stipulation, there is a requirement that any third party conducting an Auction (as defined in the Landlord Stipulation) carry certain insurance as set forth more fully in the Landlord Stipulation and at levels reasonably satisfactory to the Landlord. To that end, BIDITUP agrees to have in place a general liability policy of insurance protecting the Owner and Landlord as additional insureds against claims for bodily injury, personal injury and property damage arising out of any grossly negligent, reckless or intentional, wrongful acts or omissions of the BIDITUP Parties in connection with the Sale (including the Public Auction) conducted on the Premises and all areas appurtenant thereto (collectively, the BIDITUP Insurance) of no less than One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) in the aggregate (collectively, the BIDITUP Insurance). , provided, however, BIDITUP agrees to increase the amount of such insurance to no less than Two Million Dollars ($2,000,000.00) per occurrence and Five Million Dollars ($5,000,000.00) in the aggregate provided Owner bears the expense for the additional premium associated with such
P a g e 4 o f 1111 _______/_______ Initials

Exhibit "2"

increase. BIDITUP shall promptly provide Owner with a quote concerning the additional premium. The Owner shall take reasonable efforts to obtain the agreement by the landlord that the BIDITUP Insurance is reasonably satisfactory to the landlord and, if unable to do so, a finding from the Court that it is reasonably satisfactory. BIDITUP shall provide the Owner and Landlord with such certificates of insurance evidencing the satisfaction of the BIDITUP Insurance as well a copy of BIDITUP's policies. 6) CONDITION OF PREMISES: On or before April 30, 2008, subject to the provisions of Paragraph 12, BIDITUP shall cause all of the Property to be removed from the Premises and cause the Premises to be broom-swept clean, all in a manner reasonably acceptable to the Owner. BIDITUP will have no obligation to disconnect or remove electrical wires, water lines, air lines, etc. beyond the first connection located at the Property unless otherwise specified herein. BIDITUP will not be responsible to fill, clean or safety guard any existing pits or restore any non-load bearing walls dismantled during the removal process. 7) SECURITY: Security for the Premises and the Property shall be provided by Owner, in a manner consistent with how Owner has secured the Premises and Property prior to this Agreement. BIDITUP shall comply with the Owners reasonable safety and security guidelines. 8) SALES TAX: BIDITUP will collect all applicable sales tax in connection with BIDITUPs Sale of the Property on Owners behalf and promptly remit same to the proper agencies and, in connection therewith, shall be responsible for the preparation of all reporting forms, certificates, reports and other documentation required in connection with the payment of applicable sales taxes to the appropriate taxing authorities. 9) TITLE: Owner represents and warrants that, except as expressly disclosed herein, title to the Property shall be free and clear of all liens, claims and encumbrances upon consummation of any Sale of the assets which make up the Property. BIDITUP shall have the right, at BIDITUPs sole option, to withhold from the Public Auction any item of the Property that is subject to title registration (automobiles, trucks, rolling stock, etc.) if Owner has not delivered to BIDITUP a negotiable certificate of title 72 hours prior to the start of the Public Auction and any such withheld item shall be deemed to have been removed from the definition of Property as provided in Paragraph 3. 10) NO PRIOR SALES OR DELETIONS: Property may be sold prior to the Public Auction only if Owner and BIDITUP consent in writing to such Sale. The proceeds of any such prior Sale shall be considered part of the gross proceeds from the Sale of the Property. Except pursuant to the terms and conditions set forth in Paragraph 3(a) of the Agreement and Exhibit C hereto (as made applicable thereto), Property may be deleted prior to Public Auction only with BIDITUP's written consent. There shall be no reserve price on any item of the Property offered for Sale.

P a g e 5 o f 1111 _______/_______ Initials

Exhibit "2"

11) NO VALUE REPRESENTATION: BIDITUP shall endeavor to secure the highest amount obtainable for the Property at the Public Auction or any other Sale. However, BIDITUP makes no representation concerning the value of the Property or the prices obtainable. Owner acknowledges that Owner is not relying upon any appraisal or any evaluation of the Property previously submitted by BIDITUP to Owner, either verbally or in writing. Notwithstanding the foregoing, BIDITUP shall provide to Owner's management (i) the developing Lot Catalog as it is being produced, and (ii) all or substantially all of the finalized version of the Lot Catalog on or before the fifth day preceding the Public Auction and, in connection therewith, in the event there are any changes thereafter, BIDITUP shall promptly notify, and highlight for, Owner any and all such changes. 12) HAZARDOUS WASTE OR SUBSTANCES: It is expressly understood that BIDITUP is not assuming any hazardous waste or substances or waste liability of any kind whatsoever under this Agreement, and is not responsible for removal of same should they exist at the time of this Agreement or at the time of the Public Auction. On or before February 29, 2008, BIDITUP and Owner shall inspect the Premises and Property and identify any assets which make up the Property that contain hazardous waste or substances to such an extent that BIDITUP determines, in its sole and absolute discretion, such assets should not be included in the Public Auction (Contaminated Property) and any such Contaminated Property shall be removed from the definition of Property as provided in Paragraph 3 without any reduction in the Guarantee Amount. Owner, at Owners sole cost or expense, shall be responsible to remove and dispose of all Contaminated Property. On or before April 1, 2008, Owner will provide BIDITUP with the contact information for the contractor selected by Owner (Owners Contractor) to handle and remove hazardous waste or substances from the Premises. On or before April 7, 2008, (and, thereafter, if BIDITUP subsequently discovers other hazardous waste and/or substances on the Premises), BIDITUP shall promptly notify Owner and Owners Contractor of any hazardous waste or substance known by BIDITUP to be remaining on the Premises and Owner hereby authorizes BIDITUP to instruct Owners Contractor to proceed with the removal of such hazardous waste and/or substances from the Premises, provided Owner shall be responsible for all costs and expenses incurred by Owners Contractor (and BIDITUP, if any) in connection with such removal. . Hazardous waste or substance, as used in this Agreement, means any substance which is or becomes defined as hazardous waste, hazardous substance, pollutant or contaminant under any federal, state or local statute, regulation, rule or ordinance or amendments thereto governing the use storage, disposal or generation of hazardous, toxic or radioactive substances, materials or wastes (whether or not mixed, commingled or otherwise combined with other substances, materials or wastes), including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. section 9601 et. seq.) and/or the Resource Conservation and Recovery Act (42 U.S.C. section 6901 et. seq.). Owner, it's successors and assigns hereby expressly and unconditionally release BIDITUP, BIDITUP's successors, assigns and directors, officers, shareholders, employees, partners, agents, contractors, subcontractors, experts, licensees, affiliates, heirs, and devisees (collectively, BIDITUP Parties) from any and all Claims directly or indirectly arising from, in
P a g e 6 o f 1111 _______/_______ Initials

Exhibit "2"

connection with or caused by any hazardous waste or substances or the past, present, or future condition of the Premises or the Property, other than any Claims resulting from any grossly negligent, reckless or intentional, wrongful acts or omissions by any of the BIDITUP Parties. Claim, or Claims, as used in this Agreement, means any and all known or unknown claims, judgments, demands, damages, debts, obligations, lawsuits, causes of action, losses, penalties, fines, liabilities (including strict liability), costs or expenses, whether or not ultimately defeated, of whatever kind, nature or description, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, including, without limitation, reasonable attorney's fees and disbursements and consultant's fees. Owner hereby acknowledges that it may hereafter discover facts different from or in addition to those now known or believed to be true regarding the Premises or the Property and it agrees that the releases set forth in this Agreement shall remain in full force and effect, notwithstanding the existence of any such different or additional facts. Owner knowingly and voluntarily waives any and all rights, benefits and privileges to the fullest extent permissible under any federal, state, local or other laws which do or would negatively affect validity or enforceability of all or part of the releases set forth in this Agreement. Owner specifically waives the provisions of California Civil Code section 1542, which provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. 13) DEFAULT BY BUYER: In the event any buyer of any lot or lots offered for Sale by BIDITUP defaults in payment prior to delivery of such lot to the buyer, BIDITUP shall, at BIDITUP's option, have the right to resell the specific lots without further consent of Owner. In the event that any buyer returns purchased Property because of faultydefective title and BIDITUP in its sole discretion refunds the sales price to the buyer, BIDITUP may then demand complete reimbursement of the refunded amount from Owner. 14) INSURANCE AND INDEMNITY: Owner agrees to continue to carry general liability and other insurance policies for the Premises and Property and in such amounts as in effect as of the date this Agreement is executed and will continue this insurance in force and affect until the Property is removed from the Premises by the buyers. It is further agreed that Owner hereby waives all claims against BIDITUP for any loss, damage or destruction of the Property and/or Premises and will indemnify, defend and hold BIDITUP harmless from and against any such loss, damage or destruction, except, in each case (in terms of both the waiver and indemnity), where such claim arises due to any grossly negligent, reckless or intentional, wrongful acts or omissions of the BIDITUP Parties. All proceeds from such insurance covering the Property shall be deemed proceeds from the Sale of the Property and allocated between Owner and BIDITUP in accordance with the provisions of Paragraph 3. 15) GENERAL INDEMNIFICATIONS:

P a g e 7 o f 1111 _______/_______ Initials

Exhibit "2"

a) Owner hereby agrees to indemnify, defend and hold the BIDITUP Parties harmless from and against any Claims arising, directly or indirectly, out of any (a) grossly negligent, reckless or intentional, wrongful acts or omissions of Owner or its agents, employees, representatives and principals in connection with the Sale; and/or (b) material breach by Owner of any of its representations, warranties or other obligations under this Agreement. Any claims under this Paragraph must be reasonable and be made by application to the Court and subject to approval thereby and governed by and construed in accordance with the laws of the state of California. b) BIDITUP hereby agrees to indemnify, defend and hold Owner and its officers, directors, agents, professionals and employees, harmless from and against Claims arising, directly or indirectly, out of any (a) grossly negligent, reckless or intentional, wrongful acts or omissions of the BIDITUP Parties in connection with the Sale and/or (b) material breach by any of the BIDITUP of any of its representations, warranties or other obligations under this Agreement. (including, without limitation, any failure to comply with Paragraph 8 of this Agreement). 16) GOVERNING LAW: The parties hereby agree that this Agreement shall be construed, enforced and governed by the laws of the State of California, irrespective of such state's choices of law's principles, except to the extent of the applicability of Title 11 of the United States Code. Any legal proceeding to enforce any right or obligation hereunder or otherwise based upon or arising hereunder must be instituted, maintained and submitted for any trial before the Court having jurisdiction of the Bankruptcy. 17) ADVERTISING: Owner hereby authorizes BIDITUP to use Owners name in promotional or advertising materials or otherwise pertaining to the Sale of the Property by BIDITUP. 18) FACSIMILE COPIES: A signed facsimile copy of the executed contract will serve as an original. 19) AUGMENTATION: BIDITUP reserves the right to augment the Public Auction and auction brochure. Proceeds from sale, of items other than the Property, shall not be included in Property or in gross proceeds from the Sale of the Property to which Owner is entitled. 20) ENTIRE AGREEMENT: This Agreement constitutes the entire agreement among the parties, any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding on either party except to the extent incorporated in this Agreement. No changes or modifications of, or additions to the Agreement, shall be valid unless the same shall be in writing and signed by Owner and BIDITUP.

P a g e 8 o f 1111 _______/_______ Initials

Exhibit "2"

21) NOTICES. Except as otherwise provided for herein, any notices to BIDITUP or Owner required or permitted under the Agreement shall be written, signed by a duly authorized representative, and shall be deemed to have been given when received by the intended recipient by commercial overnight delivery service, certified mail or registered mail, return receipt requested, postage prepaid at the addresses set forth below each partys signature below, unless the mailing party has received prior written notice that the address has been changed or email or fax at the addresses and numbers set forth below. 22) TIME; NON-WAIVER OF REMEDIES. The parties agree that in performing any act under this Agreement, time shall be of the essence but the failure of either party to exercise any right or remedy shall not be deemed a waiver of any of the obligations of the other party or any right or remedy of the other party. 23) COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all counterparts shall be constituted as one Agreement. 24) FORCE MAJEURE. BIDITUP may suspend performance during the occurrence of an excusable delay, which shall mean and include any delay not occasioned by the fault or negligence of BIDITUP and which results from the act of God or public enemy, restrictions, prohibitions, priorities, or allocations imposed by governmental authority, embargoes, floods, fires, typhoons, earthquakes, epidemics, unusually severe weather, delays of similar nature or governmental causes, and strikes or labor disputes or any cause outside the reasonable control of BIDITUP then the time for performance of the affected obligation of BIDITUP shall be extended for a period equivalent to the period of such delay, interruption or prevention. 25) HEADINGS. The headings contained in the Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. 26) NO THIRD PARTY BENEFICIARIES. BIDITUP and Owner acknowledge and agree that no party, including without limitation, parties purchasing the Property or any portion thereof from BIDITUP, shall be entitled to rely on any of the representations, warranties, covenants or agreements made or given by the parties under and pursuant to the terms of this Agreement. This Agreement is exclusively for the benefit of BIDITUP and Owner, and no party, other than BIDITUP or Owner, shall be entitled to pursue any action or seek any remedy arising out of, resulting from, or in any way connected with this Agreement or the transactions contemplated herein. Each party by signing this Agreement hereby warrants and represents that the signatory is duly authorized to sign this Agreement on behalf of Owner or BIDITUP, as the case may be, intending it to be legally bound by the terms and conditions hereof. BIDITUP Auctions Worldwide, Inc., a National R.V. Holdings, Inc., a Delaware
P a g e 9 o f 1111 _______/_______ Initials

Exhibit "2"

corporation By: __________________________________ Title: _________________________________ National R.V., Inc., a California corporation By: __________________________________ Title: _________________________________ Address: _____________________________ _____________________________________ _____________________________________

California corporation

By: ___________________________________ Steven R. Mattes, President 11426 Ventura Blvd. Studio City, CA 91604 Telephone No.: (818) 508-7034 Fax No.: (818) 508-3025

P a g e 1 0 o f 1111 _______/_______ Initials

Exhibit "2"