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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 DECLARATION OF DAVID M. GUESS RE: NON-OPPOSITION TO APPLICATION OF DEBTORS AND DEBTORS IN POSSESSION PURSUANT TO BANKRUPTCY CODE SECTIONS 327(e), 1107, AND 1108, AND RULE 2014 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE FOR ORDER AUTHORIZING EMPLOYMENT OF THE INTELLECTUAL PROPERTY LAW OFFICE OF JOEL D. VOELZKE AS SPECIAL INTELLECTUAL PROPERTY COUNSEL No Hearing Required

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101881.1

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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

I, David M. Guess, declare as follows: 1. I am an attorney who is admitted to practice law in the State of California and who

is admitted to practice before this Court. 2. I am an attorney with Klee, Tuchin, Bogdanoff & Stern LLP ("KTB&S"),

bankruptcy counsel to National R.V. Holdings, Inc. and National R.V., Inc., the debtors and debtors in possession in the above-captioned chapter 11 cases (the "Debtors"). 3. On December 28, 2007, the Debtors filed with the Court their Application of

Debtors and Debtors in Possession Pursuant to Bankruptcy Code Sections 327(e), 1107, and 1108, and Rule 2014 of the Federal Rules of Bankruptcy Procedure for Order Authorizing Employment of The Intellectual Property Law Office of Joel D. Voelzke as Special Intellectual Property Counsel (the "Application") and their Notice of Application of Debtors and Debtors in Possession Pursuant to Bankruptcy Code Sections 327(e), 1107, and 1108, and Rule 2014 of the Federal Rules of Bankruptcy Procedure for Order Authorizing Employment of The Intellectual Property Law Office of Joel D. Voelzke as Special Intellectual Property Counsel (the "Notice"). 4. The Application and the Notice are attached hereto as Exhibits A and B. The

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Application and the Notice were served on all parties entitled to notice on December 28, 2007. 5. Local Bankruptcy Rule 2014-1(b) provides that the Application may be granted

without a hearing unless a hearing is specifically requested by filing and serving a written response that complies with Local Bankruptcy Rule 9013-1(a)(7) within 15 days of the date of service of the Notice (i.e., January 14, 2008). 6. I am familiar with KTB&S's business practices regarding the receipt and In accordance with those practices, any

distribution of correspondence and documents.

opposition to the Application or request for a hearing on the Application, if received by KTB&S, would be distributed to me and to the other members of KTB&S who are representing the Debtors. The deadline to object to the Application and request a hearing passed on January 14, 2008. As of January 15, 2008, I had not received any opposition to, or request for a hearing on, the Application. On January 15, 2008, I verified that no other members of KTB&S who are participating in these cases have received such an opposition or request.

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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

7.

On January 15, 2008, I reviewed the docket for the Debtors' bankruptcy case by

using the Court's PACER service, and I ascertained that no party had filed an opposition or hearing request regarding the Application. A true and correct copy of the docket for the period from December 28, 2007 through January 15, 2008 is attached hereto as Exhibit C. I declare under penalty of perjury and the laws of the United States that the foregoing is true and correct. Executed this 15th day of January, 2008, at Los Angeles, California.

/s/ David M. Guess DAVID M. GUESS

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101881.1

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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

EXHIBIT A

APPLICATION OF DEBTORS AND DEBTORS IN POSSESSION PURSUANT TO BANKRUPTCY CODE SECTIONS 327(e), 1107, AND 1108, AND RULE 2014 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE FOR ORDER AUTHORIZING EMPLOYMENT OF THE INTELLECTUAL PROPERTY LAW OFFICE OF JOEL D. VOELZKE AS SPECIAL INTELLECTUAL PROPERTY COUNSEL

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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 Proposed 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 APPLICATION OF DEBTORS AND DEBTORS IN POSSESSION PURSUANT TO BANKRUPTCY CODE SECTIONS 327(e), 1107, AND 1108, AND RULE 2014 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE FOR ORDER AUTHORIZING EMPLOYMENT OF THE INTELLECTUAL PROPERTY LAW OFFICE OF JOEL D. VOELZKE AS SPECIAL INTELLECTUAL PROPERTY COUNSEL; DECLARATION OF JOEL D. VOELZKE No Hearing Required

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101133_2.DOC

Exhibit A

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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; AND THE OFFICE OF THE UNITED STATES TRUSTEE: As permitted by Bankruptcy Code sections 327(e), 1107, and 1108, and Rule 2014 of the Federal Rules of Bankruptcy Procedure, National R.V. Holdings, Inc. and National R.V., Inc., the debtors and debtors in possession in the above-captioned cases (the "Debtors"), hereby submit this application for entry of an order authorizing and approving the retention of the Intellectual Property Law Office of Joel D. Voelzke ("Voelzke") as their special intellectual property counsel effective as of November 30, 2007 (the "Application"). In support of the Application, the Debtors rely on the accompanying Declaration of Joel D. Voelzke (the "Voelzke Declaration"). Notice of the Application was served in accordance with Local Bankruptcy Rule 2014-1(b)(2) & (3) and the Guidelines of the Office of the United States Trustee. The Debtors respectfully represent and show as follows: I. BACKGROUND The Debtors commenced these cases by filing voluntary petitions for relief under chapter 11 of the Bankruptcy Code on November 30, 2007 (the "Petition Date"). The Debtors filed these cases in order to conduct an orderly disposition of their assets, and to maximize the value of those assets for the benefit of the economic stakeholders of their estates. The Debtors' principal business is the manufacture and distribution of recreational vehicles ("RVs") throughout the United States and Canada. Since 1964, the Debtors have designed, manufactured, and marketed some of the industry's highest quality "Class A" gas and diesel RVs across several branded product lines, including Dolphin, Pacifica, Sea Breeze, Surf Side, Tradewinds, and Tropi-Cal. As of the Petition Date, the Debtors were the ninth largest manufacturer of "Class A" motor homes in the country. Prior to commencing these cases, the Debtors explored a variety of approaches to their continuing liquidity crisis, including a sale, a sale of certain underperforming assets, and the infusion of new equity capital. Despite many efforts, it became increasingly clear that the Debtors simply could not continue to operate for any extended period of time. As a result, the
101133.2

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Exhibit A

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

Debtors determined they had no choice other than to pursue an orderly liquidation of their assets. To that end, after having conducted substantial "reductions in force," resulting in more than a 90% reduction of their work force, they commenced these cases. The objective of these cases is to maximize value as quickly as possible. This likely will be accomplished through an orderly disposition of the Debtors' assets for the best price. The Debtors believe that value for the benefit of creditors and, with perseverance, shareholders, can be derived from primarily three sources: (a) the successful prosecution of the Kemlite Litigation; (b) the orderly sale of inventory, both finished and unfinished motor homes, parts and replacements, and other valuable items on hand; and (c) the collection of accounts receivable, general intangibles (including intellectual property) and other assets. Before the filing, and during the brief period since these cases were commenced, the Debtors' efforts have been directed toward maximizing their recovery from these assets. As noted, while the Debtors conducted a substantial reduction in force prepetition, the Debtors have nonetheless maintained a skeletal staff comprised of key employees, many of whom have important relationships with dealers and their flooring lenders, vendors, and customers. These relationships should prove to be invaluable to the Debtors as they proceed with an orderly disposition of their assets. Indeed, specific work teams already have been organized to

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coordinate the liquidation efforts, to work with dealers, and to address customer concerns. Additional information concerning the Debtors, their operations, their turnaround efforts, and the commencement of these cases, can be found in the Declaration of Thomas J. Martini in Support of First-Day Motions [Docket #18], on file with the Court. II. RELIEF REQUESTED The Debtors wish to employ Voelzke as their special intellectual property counsel in connection with these cases, effective as of the Petition Date. Voelzke specializes in intellectual property law, principally patents and trademarks. Prior to establishing his own office, Joel D. Voelzke was a partner at Oppenheimer Wolff & Donnelly LLP, which was an international law firm at the time. Voelzke represents clients of various sizes including several Fortune 500
101133_2.DOC

Exhibit A

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

clients. Voelzkes representative clients include: Hewlett-Packard Company; Avery Dennison Corporation; MGA Entertainment, Inc.; Magnecomp Corporation; VIS Racing Sports, Inc.; Pricegrabber.com, Inc.; Menache LLC; Quiklite, Inc.; Electronics for Imaging, Inc.; New Dream Network, LLC; National R.V. Holdings, Inc.; Country Coach LLC; and TechnoConcepts, Inc. Voelzke has written a number of professional articles and has given CLE presentations on various topics within the field of intellectual property. Mr. Voelzke is admitted to practice in several district courts and before the Court of Appeals for the Federal Circuit. Mr. Voelzke began providing services to the Debtors in approximately 1998 while at Oppenheimer Wolff & Donnelly LLP. Shortly after Mr. Voelzke established his own office in 2004, the Debtors transferred all of their intellectual property matters to him for handling. Since then he has assisted the Debtors with their various intellectual property ("IP") issues including conducting patent and trademark clearance searches, preparing and filing patent and trademark applications before the United State Patent and Trademark Office, prosecuting those patent and trademark applications to issuance, and maintaining the Debtors IP portfolio of patents and trademarks, providing IP asset reports to Debtors as requested, and providing legal advice to the Debtors in all aspects of intellectual property. Voelzke maintains all of the Debtors intellectual property files and registrations. As such, Voelzke has become intimately familiar with the Debtors and their intellectual property issues. Voelzke's current representation of the Debtors is limited to the following: maintaining the existing IP portfolio of patents and trademarks, and providing information regarding the status of those IP assets. Going forward, Voelzke anticipates that its representation of the Debtors will consist of maintaining the IP assets, providing information regarding those assets, advising in intellectual property matters in general, and in assisting in transferring those assets to any purchasers. The attorneys at Voelzke who will advise the Debtors in these cases have wideranging experience in IP law. A summary of the experience and qualifications of those members of Voelzke who are expected to render services to the Debtors is attached hereto as Exhibit 1. A copy of the current retention agreement between Voelzke and the Debtors is attached to the Voelzke Declaration as Exhibit 2. Voelzke will not undertake responsibility for those
101133_2.DOC

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Exhibit A

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

aspects of matters that are not within the scope of its representation as set forth in that agreement without further order of this Court. Moreover, Voelzke shall not represent the Debtors in conducting these bankruptcy cases, including, but not limited to, assisting in formulating a plan, assisting in carrying out required investigations, examining the validity of liens and claims, collecting the assets of the estates, or otherwise assisting with the administration of the cases. Consistent with the foregoing, the Debtors may request that Voelzke undertake specific matters beyond the limited scope of the responsibilities set forth in the retention agreement. Should Voelzke agree in its discretion to undertake any such specific matters, the Debtors will seek further order of this Court. III. COMPENSATION Voelzke began providing services to the Debtors in 2004. As of the Petition Date, Voelzke had not been paid approximately $5,457.16 on account of services rendered (the "Voelzke Claim"). Nonetheless, as is explained below, the existence of the Voelzke Claim should not be an impediment to the Debtors' ability to employ the firm for the purposes set forth herein pursuant to Bankruptcy Code section 327(e). Voelzke has agreed to accept as compensation such sums as may be allowed by this Court in accordance with applicable law. A list of the guideline hourly rates for those members of Voelzke expected to render services to the Debtors is attached to the Voelzke Declaration as Exhibit 3. No additional compensation will be paid by the Debtors to Voelzke except as approved by this Court. Voelzke will file one or more fee applications seeking Court authority to receive compensation and reimbursement of expenses from the Debtors consistent with any orders of the Bankruptcy Court and applicable procedures established by the Office of the United States Trustee. If the Court adopts a monthly fee procedure, Voelzke will seek monthly compensation pursuant to such procedure. To the extent any fees or expenses paid to Voelzke are disallowed by this Court, Voelzke understands that such disallowed amounts may be ordered disgorged by Voelzke and returned to the Debtors.

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101133_2.DOC

Exhibit A

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

IV. VOELZKE DOES NOT HOLD OR REPRESENT ANY INTEREST ADVERSE TO THE DEBTORS OR THEIR ESTATES WITH RESPECT TO THE MATTERS IN WHICH VOELZKE IS TO BE EMPLOYED To the best of the Debtors' knowledge, except as disclosed in the Voelzke Declaration and below, Voelzke and its professionals do not represent or hold any interest adverse to the Debtors or their estates with respect to the specific matters for which it is to be employed, and thus may be employed by the Debtors as special intellectual property counsel pursuant to Bankruptcy Code section 327(e), which provides that the Debtors "may employ for a specified special purpose, other than to represent the [Debtors] in conducting the cases, an attorney that has represented the Debtors, if in the best interest of the estates, and if such attorney does not represent or hold any interest adverse to the Debtor or to the estate with respect to the matter on which such attorney is to be employed." 11 U.S.C. 327(e) (emphasis added). As disclosed above, Voelzke is a prepetition unsecured creditor of the Debtors to the extent that Voelzke rendered legal services to the Debtor prior to the Petition Date and did not received compensation for such services. This, however, does not disqualify Voelzke from employment as special intellectual property counsel. "[A] claim for pre-petition fees will not, as a general matter, disqualify special counsel under Section 327(e)." In re EBW Laser, Inc., 333 B.R. 351, 359 (Bankr. M.D.N.C. 2005). "Section 327(e) contains less restrictive requirements than Section 327(a) which governs the employment of general counsel as there is no requirement of disinterestedness." In re Film Ventures Int'l, Inc., 75 B.R. 250, 252 (9th Cir. B.A.P. 1987). Notwithstanding the above, Voelzke undertook to determine whether it has any other conflicts or other relationships that might bear on its retention. In particular, Voelzke currently represents Jonathan C. Corn, the Debtors' general counsel and vice president, in a matter that is wholly unrelated to the Debtors, property thereof, or these chapter 11 cases. The Debtors respectfully further submit that Voelzke's joint representation of each of the Debtors will not create a conflict of interest and should be approved by the Court. Among other things, this joint representation would help to protect attorney/client communications between
101133_2.DOC

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Exhibit A

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

Voelzke and the Debtors and would reduce the expenses of administering the estates. It would be wasteful and prohibitively expensive to require each of the Debtors to retain separate special intellectual property counsel. Joint representation of the Debtors is appropriate for several reasons. The Debtors are affiliates as defined by Bankruptcy Code section 101(2) and Bankruptcy Rule 1015(b). National R.V. Holdings, Inc. is the corporate parent and 100% equity owner of National R.V., Inc. The Debtors share common management and the same indirect ownership (i.e., public shareholders). Wells Fargo (the Debtors principal secured creditor) asserts its claims against both Debtors and liens against the assets of both estates. The proposed liquidation of the assets of both entities is part of a fully integrated transaction. Voelzke is not aware of conflict of interest that would prohibit the joint representation of these entities.1 Aside from those conflicts and connections described above, Voelzke does not hold or represent an interest adverse to these chapter 11 estates, except that Voelzke was employed by the Debtors prior to the Petition Date as allowed by section 1107(b) of the Bankruptcy Code, and does not have any connection either with the Debtors, their creditors, or any other party in interest in these cases or with their respective attorneys or accountants, or with any judge of the United States Bankruptcy Court for the Central District of California, or with the United States Trustee or any person employed in the Office of the United States Trustee. Voelzke will conduct an ongoing review of its files to ensure that no conflicts or other disqualifying circumstances exist or arise. To the extent the Debtors and/or Voelzke discover during the period of Voelzke's employment any facts bearing upon the matters described herein, the Debtors and/or Voelzke promptly will inform the Court.

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According to the books and records of the Debtors, there exist intercompany claims between National R.V., Inc. and National R.V. Holdings, Inc.. In essence, National R.V. Inc. and National R.V. Holdings, Inc. have separate functions, and they cross-charge each other to the extent that those functions benefit one other. Neither the Debtors nor Voelzke believe that this amounts to a conflict that would give rise to denial of this Application.

101133_2.DOC

Exhibit A

Exhibit A

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

DECLARATION OF JOEL D. VOELZKE I, Joel D. Voelzke, declare as follows: 1. I am a the owner of the Intellectual Property Law Office of Joel D. Voelzke

("Voelzke"), the proposed special intellectual property counsel to National R.V. Holdings, Inc. and National R.V., Inc., the debtors and debtors in possession in the above-captioned cases, which filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code on the Petition Date.2 In addition to myself, Voelzke has one associate attorney. 2. Voelzke specializes in intellectual property law, principally patents and

trademarks. Prior to establishing my own office, I was a partner at Oppenheimer Wolff & Donnelly LLP, which was an international law firm at the time. Voelzke represents clients of various sizes including several Fortune 500 clients. Voelzkes representative clients include: Hewlett-Packard Company; Avery Dennison Corporation; MGA Entertainment, Inc.; Magnecomp Corporation; VIS Racing Sports, Inc.; Pricegrabber.com, Inc.; Menache LLC; Quiklite, Inc.; Electronics for Imaging, Inc.; New Dream Network, LLC; National R.V. Holdings, Inc.; Country Coach LLC; and TechnoConcepts, Inc. Voelzke has written a number of professional articles and has given CLE presentations on various topics within the field of intellectual property. I am admitted to practice in several district courts, including the Central District of California, and before the Court of Appeals for the Federal Circuit. 3. I began providing services to the Debtors in approximately 1998 while at

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Oppenheimer Wolff & Donnelly LLP. Shortly after I established my own office in 2004, the Debtors transferred all of their intellectual property matters to me for handling. Since then I have assisted the Debtors with their various intellectual property ("IP") issues including conducting patent and trademark clearance searches, preparing and filing patent and trademark applications before the United State Patent and Trademark Office, prosecuting those patent and trademark applications to issuance, and maintaining the Debtors IP portfolio of patents and trademarks, providing IP asset reports to Debtors as requested, and providing legal advice to the

Undefined capitalized terms in this Declaration have the meaning ascribed to them in the Application.

Exhibit A

101133.2

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

Debtors in all aspects of intellectual property. Voelzke maintains all of the Debtors intellectual property files and registrations. As such, Voelzke has become intimately familiar with the Debtors and their intellectual property issues. 4. Voelzke's current representation of the Debtors is limited to the following:

maintaining the existing IP portfolio of patents and trademarks, and providing information regarding the status of those IP assets. Going forward, Voelzke anticipates that its representation of the Debtors will consist of maintaining the IP assets, providing information regarding those assets, advising in intellectual property matters in general, and in assisting in transferring those assets to any purchasers. The attorneys at Voelzke who will advise the Debtors in these cases have wide-ranging experience in intellectual property law. A summary of the experience and qualifications of those members of Voelzke who are expected to render services to the Debtors is attached hereto as Exhibit 1. 5. A copy of the current retention agreement between Voelzke and the Debtors is

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attached to the Voelzke Declaration as Exhibit 2. Voelzke will not undertake responsibility for those aspects of matters that are not within the scope of its representation as set forth in that agreement without further order of this Court. Moreover, Voelzke shall not represent the Debtors in conducting these bankruptcy cases, including, but not limited to, assisting in formulating a plan, assisting in carrying out required investigations, examining the validity of liens and claims, collecting the assets of the estates, or otherwise assisting with the administration of the cases. 6. Consistent with the foregoing, the Debtors may request that Voelzke undertake

specific matters beyond the limited scope of the responsibilities set forth in the retention agreement. Should Voelzke agree in its discretion to undertake any such specific matters, the Debtors will seek further order of this Court. 7. Voelzke began providing services to the Debtors in 2004. As of the Petition Date,

Voelzke had not been paid approximately $5,457.16 on account of services rendered. 8. Voelzke has agreed to accept as compensation such sums as may be allowed by

this Court in accordance with applicable law. A list of the guideline hourly rates for those
101133_2.DOC

Exhibit A

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

members of Voelzke expected to render services to the Debtors is attached to the Voelzke Declaration as Exhibit 3. No additional compensation will be paid by the Debtors to Voelzke except as approved by this Court. Voelzke will file one or more fee applications seeking Court authority to receive compensation and reimbursement of expenses from the Debtors consistent with any orders of the Bankruptcy Court and applicable procedures established by the Office of the United States Trustee. If the Court adopts a monthly fee procedure, Voelzke will seek monthly compensation pursuant to such procedure. To the extent any fees or expenses paid to Voelzke are disallowed by this Court, Voelzke understands that such disallowed amounts may be ordered disgorged by Voelzke and returned to the Debtors. 9. Voelzke maintains a computer database of its clients and parties that are adverse

to its clients in matters which Voelzke is handling. 10. In the instant case, Voelzke focused its inquiry on ascertaining whether: a. the firm or any attorney thereof currently represents or otherwise currently

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has a relationship with any person or entity listed on the Lists of Creditors Holding 20 Largest Unsecured Claims (filed with the Court) and the List of Equity Security Beneficiaries of National R.V. Holdings, Inc. (filed with the Court), the Debtors' secured creditors, the Debtors' directors and officers, and the Debtors' proposed professionals (collectively, the "Searched Parties"); b. the firm or any attorney thereof represented any of the Searched Parties

during the past year; or c. the firm during the past year derived significant revenue from any of the

Searched Parties. 11. Based on the preceding review, I do not believe that Voelzke or its professionals

represent or hold any interest adverse to the Debtors or their estates with respect to the specific matters for which Voelzke is to be employed. 12. As disclosed above, Voelzke is a prepetition unsecured creditor of the Debtors to

the extent that Voelzke rendered legal services to the Debtor prior to the Petition Date and did not received compensation for such services.
101133_2.DOC

Exhibit A

Exhibit A

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

EXHIBIT 1 BIOGRAPHY OF JOEL D. VOELZKE, OF THE INTELLECTUAL PROPERTY LAW OFFICE OF JOEL D. VOELZKE
Mr. Voelzke obtained his law degree in 1995 from U.S.C. where he was an editor of the school's Interdisciplinary Law Journal and president of the school's Intellectual Property Law Society, and finished in the top third of his class. He specializes in intellectual property law, principally patents and trademarks. Prior to establishing his own office, Mr. Voelzke was a partner at Oppenheimer Wolff & Donnelly LLP, which was an international law firm at the time. Mr. Voelzke represents clients ranging in size from startup technology companies to Fortune 500 companies. Mr. Voelzkes representative clients include: Hewlett-Packard Company; Avery Dennison Corporation; MGA Entertainment, Inc.; Magnecomp Corporation; VIS Racing Sports, Inc.; Pricegrabber.com, Inc.; Menache LLC; Quiklite, Inc.; Electronics for Imaging, Inc.; New Dream Network, LLC; National R.V. Inc.; Country Coach LLC; and TechnoConcepts, Inc. Voelzke is admitted in several district courts and before the Court of Appeals for the Federal Circuit. He has obtained numerous patents for clients in a wide range of disciplines including electronic circuit design and testing, image compression and decompression, magnetic disk drive head suspensions, communication systems, security systems, computer architecture, after market automobile styling products, office products, civil engineering, and solar cell fabrication. In addition to having obtained numerous patents and trademark registrations for his clients, Mr. Voelzke's practice includes strategic intellectual property client counseling, opinions, licensing, and contracts. Mr. Voelzke is also an intellectual property litigator, having successfully represented clients in federal and state courts in patent, trademark, trade dress, domain name, trade secret, Internet, and other disputes. Mr. Voelzke has written a number of professional articles and has addressed bar association meetings and entrepreneurs' conferences on various intellectual property topics. Before attending law school Mr. Voelzke obtained his engineering degree from Harvey Mudd College, one of the premier engineering schools in the country. In his nine years of industry experience as an electrical engineer Mr. Voelzke designed analog and digital circuitry, and troubleshot circuits and systems for Litton Guidance and Control Systems, Singer Librascope, and Teledyne Systems Company. He has studied various advanced topics in electrical engineering at CSU Northridge and UCLA including computer design, digital signal processing, digital filtering, and adaptive signal processing. Mr. Voelzke has spoken to bar association groups on various topics within the field of intellectual property law, and has written a number of professional articles Mr. Voelzke is admitted to practice in California, before the United States Patent and Trademark Office, and before the Court of Appeals for the Federal Circuit. He has volunteered his time to the Los Angeles County Bar Association Domestic Violence project which assists victims of domestic violence in obtaining restraining orders against their abusers, and Rebuilding Together which renovates the homes of disabled elderly residents of South Central Los Angeles. Publications: Patent Marking Under 35 U.S.C. 287(a): Products, Processes, and the Deception of the Public, 29 INTELL. PROP. L. REV. 21 (1997) (co-winner of the Federal Circuit Bar Association writing competition, and selected as one of the best intellectual property law review articles of the year) Congress Aims its Cannons at Domain Name Pirates, 15 COMPUTER LAW ASS'N BULL. NO. 1 (2000) Dont Shoot; Im Just the Website Host!, 20 Computer & Internet Lawyer No.5 (May 2003) The Law of Unintended Consequences: How the DMCAs Anti-Circumvention Provisions are Being Used to Circumvent Anti-Tying Law, 12 Century City Lawer No. 3 (March 2003) Copyright from Copy-Wrong, Hosting Tech (Dec. 2002)

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Exhibit A
101133.2

EXHIBIT 1

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

EXHIBIT 2 CURRENT RETENTION AGREEMENT BETWEEN DEBTORS AND THE INTELLECTUAL PROPERTY LAW OFFICE OF JOEL D. VOELZKE

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101133_2.DOC

Exhibit EXHIBIT 2 A

Exhibit A

Exhibit A

Exhibit A

Exhibit A

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

EXHIBIT 3 INTELLECTUAL PROPERTY LAW OFFICE OF JOEL D. VOELZKE GUIDELINE HOURLY RATES 2007 Attorneys Expected to be Most Active Joel D. Voelzke $305

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101133_2.DOC

Exhibit EXHIBIT 3 A

Exhibit A

Exhibit A

Exhibit A

Exhibit A

Exhibit A

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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

EXHIBIT B

NOTICE OF APPLICATION OF DEBTORS AND DEBTORS IN POSSESSION PURSUANT TO BANKRUPTCY CODE SECTIONS 327(e), 1107, AND 1108, AND RULE 2014 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE FOR ORDER AUTHORIZING EMPLOYMENT OF THE INTELLECTUAL PROPERTY LAW OFFICE OF JOEL D. VOELZKE AS SPECIAL INTELLECTUAL PROPERTY COUNSEL

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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 Proposed 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 APPLICATION OF DEBTORS AND DEBTORS IN POSSESSION PURSUANT TO BANKRUPTCY CODE SECTIONS 327(e), 1107, AND 1108, AND RULE 2014 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE FOR ORDER AUTHORIZING EMPLOYMENT OF THE INTELLECTUAL PROPERTY LAW OFFICE OF JOEL D. VOELZKE AS SPECIAL INTELLECTUAL PROPERTY COUNSEL No Hearing Required

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101146_1.DOC

Exhibit B

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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 CREDITORS; AND ALL OTHER PARTIES ENTITLED TO NOTICE: PLEASE TAKE NOTICE that National R.V. Holdings, Inc. and National R.V., Inc., the debtors and debtors in possession in the above-captioned cases (the "Debtors"), concurrently have filed their application to this Court for an order authorizing the employment of the Intellectual Property Law Office of Joel D. Voelzke ("Voelzke") as their special intellectual property counsel effective as of the commencement of these cases (the "Application"). PLEASE FURTHER TAKE NOTICE that a copy of the Application may be obtained by contacting Klee, Tuchin, Bogdanoff & Stern LLP at 1999 Avenue of the Stars, 39th Floor, Los Angeles, California, Attn: David M. Guess, Telephone: (310) 407-4000, Facsimile:

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(310) 407-9090. As set forth in the Application, the Debtors propose to retain Voelzke on an hourly basis, at the rates set forth in Exhibit 3 to the Application (with the most active attorney billing at a rate of $305 per hour). The funds to compensate Voelzke will derive from either cash collateral or advances under a future debtor in possession financing facility. PLEASE TAKE FURTHER NOTICE that any response and request for hearing, in the form required by Local Bankruptcy 9013-1(a)(7), must be filed and served on (i) The Law Office of Joel D. Voelzke, Attn: Joel D. Voelzke, 24772 Saddle Peak Road, Malibu, CA 90265,

Fax: (310) 317-4499, (ii) the Debtors' proposed bankruptcy counsel, Klee, Tuchin, Bogdanoff
& Stern LLP (at the address indicated above in the top left-hand corner of this Notice), and (iii) the Office of the United States Trustee, 3685 Main St., Suite 300, Riverside, CA 92501, Fax: (951) 276-6973, not later than 15 days from the date of service of this Notice. DATED: December 28, 2007 /s/ David M. Guess DAVID M. GUESS, an Attorney with KLEE, TUCHIN, BOGDANOFF & STERN LLP Proposed Bankruptcy Counsel for Debtors and Debtors in Possession

101146_1.DOC

Exhibit B

Exhibit B

Exhibit B

Exhibit B

Exhibit B

Exhibit B

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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

EXHIBIT C

DOCKET OF IN RE NATIONAL R.V. HOLDINGS, INC., 6:07-17941-PC FROM DECEMBER 28, 2007 TO JANUARY 15, 2008

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Exhibit C

Exhibit C

Exhibit C

Exhibit C

Exhibit C

Exhibit C

Exhibit C

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KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 AVENUE OF THE STARS, 39TH FLOOR LOS ANGELES, CALIFORNIA 90067-5061 (310) 407-4000

PROOF OF SERVICE I declare that I am over eighteen years of age and that I am not a party to this action. My business address is 1999 Avenue of the Stars, Thirty-Ninth Floor, Los Angeles, California 90067-6049. On January 15, 2008, I served a true and correct copy of the following document(s) on the parties indicated on the attached list by using the method indicated below:
DECLARATION OF DAVID M. GUESS RE: NON-OPPOSITION TO APPLICATION OF DEBTORS AND DEBTORS IN POSSESSION PURSUANT TO BANKRUPTCY CODE SECTIONS 327(e), 1107, AND 1108, AND RULE 2014 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE FOR ORDER AUTHORIZING EMPLOYMENT OF THE INTELLECTUAL PROPERTY LAW OFFICE OF JOEL D. VOELZKE AS SPECIAL INTELLECTUAL PROPERTY COUNSEL

By Facsimile Machine: I personally caused the above-referenced document(s) to be transmitted to the person(s) and at the telecopy number(s) indicated on the attached list. I confirmed that the intended recipient received the transmission either: By reviewing the transmission report(s) that the facsimile machine generated; or By contacting the recipient(s) by telephone at the telephone number(s) number indicated on the attached list. By Electronic Mail: The above-referenced documents were transmitted to the persons at the email addresses indicated on the attached list. By First-Class Mail: I am readily familiar with the business practice of collection and processing of correspondence for mailing with the United States Postal Service. I know that the document(s) listed above was deposited with the United States Postal Service on the same day this declaration was executed in the ordinary course of business. I know that the above-referenced document(s) were placed into the envelopes, the envelopes were sealed and addressed as set forth on the attached list and, with postage thereon fully prepaid, the envelopes were placed for collection and mailing on this date, following ordinary business practices, in the United States mail at Los Angeles, California. By Overnight Courier: I caused the above-referenced document(s) to be delivered by overnight courier service for delivery as indicated on the attached list.\ I declare that I am a member of the bar of this Court and that this declaration was executed at Los Angeles, California on January 15, 2008. I declare under penalty of perjury that the foregoing is true and correct. /s/ David M. Guess David M. Guess

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KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 AVENUE OF THE STARS, 39TH FLOOR LOS ANGELES, CALIFORNIA 90067-5061 (310) 407-4000

SERVICE LIST

Office of the United States Trustee Office of the U.S. Trustee Attn: Timothy J. Farris, Esq. 3685 Main St. Suite 300 Riverside, CA 92501 Timothy.J.Farris@usdoj.gov

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