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KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 AVENUE OF THE STARS, 39TH FLOOR LOS ANGELES, CALIFORNIA 90067-6049 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 PROPOSED SALE OF NINE CHASSIS TO WARREN ANDERSON FORD, INC. DBA FRITTS FORD No Hearing Required

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KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 AVENUE OF THE STARS, 39TH FLOOR LOS ANGELES, CALIFORNIA 90067-6049 TELEPHONE: (310) 407-4000

TO THE HONORABLE PETER H. CARROLL, UNITED STATES BANKRUPTCY JUDGE; THE OFFICE OF THE UNITED STATES TRUSTEE; COUNSEL FOR WELLS FARGO BANK, N.A., COUNSEL FOR THE OFFICIAL COMMITTEE OF

UNSECURED CREDITORS; AND ALL OTHER PARTIES ENTITLED TO NOTICE: PLEASE TAKE NOTICE that, on December 28, 2007, the bankruptcy court (the "Court"), presiding over the chapter 11 cases of the of the above-captioned debtors and debtors in possession (the "Debtors"), entered that certain "Further Order Granting In Part Emergency Motion of Debtors and Debtors in Possession for Authority to (1) Reconcile, Adjust, and Collect Accounts Receivable, (2) Sell Emission Reduction Credits Free and Clear of Liens, Claims, and Interests, and (3) Sell Inventory Free and Clear of Liens, Claims, and Interests (Including a Request for Specific Authority to Sell Eleven RVs Located in Kentucky)" [Docket #122] (the "Sale Order").1 PLEASE TAKE FURTHER NOTICE that, pursuant to the procedures set forth in Paragraph 7 of the Sale Order, the Debtors shall, and do hereby, give notice of their intention to proceed with the sale (the "Sale") of nine (9) chassis (the "Chassis") to Warren Andeson Ford, Inc. dba Fritts Ford ("Fritts") for $196,630.20 (the "Purchase Price"), pursuant to the terms of that certain "Agreement for Purchase and Sale of Chassis" dated February 28, 2008, by and between the Debtors and Fritts (the "Sale Agreement"), a copy of which is attached hereto as Exhibit "A". PLEASE TAKE FURTHER NOTICE that the Purchase Price, for all intents and purposes, represents the repurchase of nine (9) chassis sold to the Debtors prior to the Petition Date for full invoice value (less a nominal reduction in price of $15 per each individual Chassis). PLEASE TAKE FURTHER NOTICE that, pursuant to the terms of the Sale Order, the Chassis that are the subject of the proposed Sale shall be sold, free and clear of any and all liens, claims and interests; with any and all such liens, claims and interests of Wells Fargo Bank, N.A. ("Wells Fargo") and any and all other entities, if any, to attach to the proceeds thereof with the

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Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Sale Order.

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KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 AVENUE OF THE STARS, 39TH FLOOR LOS ANGELES, CALIFORNIA 90067-6049 TELEPHONE: (310) 407-4000

same priority existing as of the petition date, provided, however, that pursuant to the terms of the Sale Agreement, the proceeds of the sale "shall be held in a debtor account of Seller and be subject to all claims of liens, security interest or other applicable bankruptcy law that Buyer may claim against Seller. Final disbursement shall be by Bankruptcy Court order." PLEASE TAKE FURTHER NOTICE that, as set forth in the Sale Order, the Official Committee of Unsecured Creditors (the "Committee"), Wells Fargo and any other entity asserting a lien, claim or other interest on any of the subject Chassis shall have only three (3) business days from the date this Notice is served (i.e., until March 5, 2008) to object to the proposed Sale (the "Objection Period"), and the failure by any such party to object within the Objection Period shall be deemed a consent by such party to the Sale. PLEASE TAKE FURTHER NOTICE that any objection to the proposed Sale must be filed and served on the Debtors, counsel for the Committee, counsel for Wells Fargo, and all other parties included on the accompanying service list (the "Notice Parties"). All objections must be (i) made within the Objection Period, (ii) be in writing, and (iii) must briefly state the basis for the objection. The Debtors will endeavor to resolve any objection informally; however, if they are unable to do so promptly, the Debtors are authorized to seek relief from the Court to resolve any objection on a shortened-time basis.

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DATED: February 29, 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 90067-6049 TELEPHONE: (310) 407-4000

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EXHIBIT "A" SALE AGREEMENT

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Exhibit "A"

Exhibit "A"

Exhibit "A"

Exhibit "A"

Exhibit "A"