(Specific Unit to CDF)
This Subordination Agreement ("Agreement") is hereby made this 24th day of April, 2003, by and between
Winnebago Acceptance Corporation ("Lender") with a place of business located at Forest City, Iowa and GE
Commercial Distribution Finance Corporation ("CDF") with a place of business located at 2625 S. Plaza Drive,
Suite #201, Tempe, AZ 85282.
CDF and Lender have filed or intend to file a financing statement or statements under the Uniform Commercial
Code giving notice of a security interest in all or some of the assets of La Mesa R.V. Center, Inc., La Mesa R.V.
Center, Inc. (Yuma) and La Mesa R.V. Center, Inc. (Central) ("Dealer"). Dealer wishes to obtain financing from
CDF for the inventory described in the attached 'Exhibit A' (referred to herein as the "CDF Collateral").
CDF has agreed to provide such financing to Dealer on the condition that Lender subordinates to CDF any and
all interest which Lender may presently have or may hereafter acquire in and to the CDF Collateral. Lender is
willing to subordinate its interest in accordance with the terms of this Agreement.
NOW, THEREFORE, in order to induce CDF to extend financing to Dealer, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, Lender hereby agrees as follows:
1. Lender hereby unconditionally subordinates to CDF any and all right, title and security interest which Lender
may presently have or which it may hereafter acquire in and to the CDF Collateral specified above, whether now
owned or hereafter acquired by Dealer and wherever located, and all discounts, rebates, credits, incentive
payments, returns, repossessions, exchanges, substitutions, replacements, attachments, parts, accessories, and
accessions thereto, and all proceeds thereof.
2. This Agreement constitutes a continuing agreement of subordination, and CDF may provide financing to Dealer
on the basis of this Agreement. The priority grant