STATE OF NORTH CAROLINA
COUNTY OF BEAUFORT
                                             EMPLOYMENT  AGREEMENT

     THIS  EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of August
24,  1998  (the "Effective Date"), by and among FOUNTAIN POWERBOATS,  INC.,  a
North  Carolina  business  corporation  with  its  corporate  headquarters  in
Washington, North Carolina ("Fountain"); FOUNTAIN POWERBOAT INDUSTRIES,  INC.,
a  Nevada business corporation, which is the holding company of Fountain, with
its  corporate  headquarters  in  Washington,  North  Carolina  ("FPBI");  and
ANTHONY J. ROMERSA ("Employee").

                         W I T N E S S E T H:

     WHEREAS,  Fountain  is  engaged worldwide in the business  of  designing,
developing,  manufacturing, marketing and selling high performance  sport  and
fishing  boats  and  high  performance sport cruisers  and  yachts,  including
specialized instrumentation and related equipment and products (some of  which
may  be  or  become patented) for and to various customers and is  engaged  in
various related business activities (collectively "Fountain's Business"); and,
     WHEREAS, Employee has been involved for many years in various aspects  of
the  maritime  and  boating  industry, with over  20  years  of  senior  level
management   experience  in  global  consumer  and  industrial   manufacturing
environments and extensive experience in finance, strategic planning, business
development,  marketing, and general management, having previously  served  as
the   Corporate   Director  of  Planning  Marine  Operations   for   Brunswick
Corporation; and,
     WHEREAS,  Employee's  experience and knowledge of such  matters  and  his
expertise  in  the boat manufacturing industry would benefit Fountain  in  the
operation and development of Fountain's Business; and,
     WHEREAS,  Fountain desires to employ Employee as Chief Operating  Officer
and  Executive Vice President of Fountain, effective as of the Effective Date,
and Employee desires to accept employment with Fountain; and,

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      WHEREAS, Fountain and Employee have agreed and desire to enter into this
Agreement to set forth the terms and conditions of Employee's employment  with
Fountain.
     NOW,  THEREFORE,  in consideration of the premises and  mutual  promises,
covenants  and  conditions  hereinafter set forth,  and  for  other  good  and
valuable  considerations,  the receipt and sufficiency  of  which  hereby  are
acknowledged, Fountain and Employee hereby agree as follows:
     1.   Relationship and Duties.
          (a)    Employment.  Fountain agrees to employ Employee, and Employee
accepts employment with Fountain, upon the terms and conditions stated herein,
subject  to  the Condition Precedent set forth in Paragraph 18 below.   As  an
employee  of Fountain, Employee will (i) serve as Fountain's and FPBI's  Chief
Operating  Officer and Executive Vice President and, in such  position,  shall
report  directly  to,  and  shall be subject to the direction  of,  Fountain's
Chairman, President and Chief Executive Officer; (ii) perform such duties  and
exercise  such  authority  as is customary for persons  holding  such  office,
including  but  not  limited  to  directing,  supervising,  and  managing  the
construction,  marketing, sale, and servicing of high  performance  sport  and
fishing  boats and sport cruisers and yachts; (iii) supervise the  development
of   Fountain's  Business,  and  promote  Fountain  and  engage  in   Business
development activities on Fountain's behalf in its market areas; and (iv) have
such  other duties and responsibilities consistent with the position of  Chief
Operating  Officer  as  shall be assigned to him from  time  to  time  by  the
Chairman,  President  and Chief Executive Officer.   In  connection  with  the
performance   of  his  duties  hereunder,  Employee's  office  and   principal
employment  location shall be at the principal executive offices  of  Fountain
near Washington, North Carolina, or at such other place or places as the Board
of Directors shall designate.
          (b)    Standards  of Performance and Conduct.  During  the  Term  of
Employment, Employee shall (i) faithfully and diligently discharge his  duties
and  responsibilities  under  this Agreement; (ii)  perform  in  a  reasonably
competent  manner  the duties associated with his position  with  Fountain  or
assigned to him by the Chairman, President and Chief Executive Officer;  (iii)

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use  his  best  efforts to implement the policies and procedures  of  Fountain
currently in effect or as established from time to time by Fountain's Board of
Directors;  and (iv) devote his full working time, attention, and  efforts  to
the  diligent  performance  of  his duties herein  specified  and  not  accept
employment with any other individual, corporation, or other entity, or  engage
as  a  corporate  officer or employee in any other venture for  profit,  which
Fountain's Board of Directors considers to be in conflict with Fountain's best
interests  or  to  be in competition with Fountain's Business,  or  which  may
interfere in any way with Employee's performance of his duties hereunder.
          Employee,  in  the execution of his duties under this Agreement,  at
all  times and in all material respects, shall comply with any code of conduct
or  other  personnel policies and procedures adopted by Fountain, as the  same
are  in effect and as amended or supplemented from time to time, and with  all
applicable   federal   and   state  statutes  and  all   rules,   regulations,
administrative  orders,  statements  of policy  and  other  pronouncements  or
standards promulgated thereunder.
     2.    Term  of Employment.  Unless sooner terminated as provided in  this
Agreement,  and  subject  to  the  right of either  Employee  or  Fountain  to
terminate  Employee's employment at any time as provided herein,  the  initial
term of Employee's employment with Fountain under this Agreement (the "Term of
Employment")  shall  be  for a period of three (3)  years  commencing  on  the
Effective  Date and ending three years following the Effective Date on  August
23, 2001(the "Expiration Date").  At any time during the six (6) months period
prior  to the Expiration Date, either Fountain or Employee may give notice  to
the  other  party  of  a  desire to negotiate an  extension  to  the  Term  of
Employment or to otherwise modify the terms and conditions of this Agreement.

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     3.   Compensation.
          (a)  Base Salary.  For all services rendered by Employee under  this
Agreement  as an officer of FPBI and Fountain, and as an employee of Fountain,
Fountain shall pay to Employee a base salary ("Base Salary") at an annual rate
of   One  Hundred  Sixty  Thousand  Dollars  ($160,000)  during  the  Term  of
Employment.  Base Salary paid under this Agreement shall be payable  not  less
frequently  than  monthly in accordance with Fountain's payroll  policies  and
procedures.
          (b) Bonus.  Fountain shall pay to Employee an annual bonus equal  to
one  percent  (1%)  of  Fountain's pre-tax profits from continuing  operations
before  other  bonuses, and computed on the same standard as R.  M.  Fountain,
Jr.'s  bonus,  which  shall be payable within thirty (30) days  following  the
completion  of  (i)  the annual fiscal year-end audit of Fountain's  financial
statements  and (ii) Fountain's annual filing on Form 10-K with the Securities
and  Exchange Commission for the applicable fiscal year.  Such bonus shall  be
forfeited if Employee voluntarily resigns pursuant to Paragraph 11(a) below or
is  terminated with "Cause" pursuant to Paragraph 11(c) below; in the case  of
termination without "Cause" as defined in Paragraph 11 below, the bonus  shall
be  prorated  on a calendar day basis (365 days) for the portion of  the  then
current fiscal year during which Employee was employed by Fountain.
          (c)   Incentive   Stock  Options.   Subject  to  approval   by   the
shareholders  of  FPBI  within one (1) year of  the  Effective  Date  of  this
Agreement,  FPBI  shall grant to Employee incentive stock options  to  acquire
thirty  thousand (30,000) shares of FPBI's common stock at the closing  market
price  for  such  stock  as quoted on NASDAQ on the  Effective  Date  of  this
Agreement ($   ), which options shall vest and become exercisable over a  five
(5)  year period at the rate of six thousand (6,000) optioned shares per year,
with  the  first  increment  of options becoming  vested  and  exercisable  on
June  30,  1999,  and subsequent increments of options to  become  vested  and
exercisable  on  June  30 of each successive year.  An appropriate  adjustment
shall  be  made  by  FPBI  as to the amount of such  incentive  stock  options
simultaneously with the effectiveness of any stock split, stock  dividend,  or
other  change  affecting  the number of shares of FPBI's  common  stock.   The
vesting  of  such  options  shall  be  contingent  upon  Employee's  continued
employment,  subject  to the provisions of Paragraph  11  of  this  Agreement.

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Options shall become immediately exercisable when vested and must be exercised
within  10 years from the date of grant or shall be forfeited, null and  void.
Options granted shall not be assignable or transferable except by will  or  by
the laws of descent and distribution and, during the lifetime of Employee, may
be  exercised  only by him.  In the event Employee's employment is  terminated
pursuant to Paragraph 11 below, such options shall vest and become exercisable
according  to  the provisions of Paragraph 11. The grant of stock  options  to
Employee  pursuant to this Agreement shall be in addition to any other  stock-
based  compensation  plans  of Fountain, if any,  in  which  Employee  becomes
eligible to participate.
          FPBI,  by  and through its Chairman and Chief Executive Officer  and
the   concurrence  of  its  Directors,  agrees  to  present  for   shareholder
consideration  and  approval an incentive stock option  plan  authorizing  the
grant  of  such incentive stock options to Employee, and R. M. Fountain,  Jr.,
FPBI's  Chairman, President and Chief Executive Officer, agrees  to  vote  his
shares of FPBI in favor of said plan.
          (d)  Annual  Performance and Financial Review.  Within  thirty  (30)
days  following  the  completion of (i) the annual fiscal  year-end  audit  of
Fountain's financial statements and (ii) Fountain's annual filing on Form 10-K
with  the  Securities and Exchange Commission for the applicable fiscal  year,
Fountain  shall  conduct a review of Employee's performance  during  the  past
fiscal  year  and his financial compensation and benefits, and Fountain  shall
make,  in  its  discretion,  any such adjustments  to  such  compensation  and
benefits as it may deem reasonable and appropriate.
          (e)  Taxes; Withholdings.  All cash compensation payable under  this
Agreement  shall  be subject to applicable withholding taxes  and  such  other
employment taxes as are required by law.
          (f)  Moving Expenses.  Fountain shall reimburse Employee for  moving
expenses  involved  in the relocation of Employee and his  family  from  their
current  residence  to  a  location  in or near  Washington,  North  Carolina;
provided, however, that such reimbursement of Employee's moving expenses shall
be  limited  to  the  actual cost to Employee of packing fees,  transportation

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costs, and out-of-pocket expenses, not to exceed an aggregate reimbursement of
Fifteen Thousand Dollars ($15,000); provided, however, that such amount  shall
not  include reimbursement of the transportation costs to relocate  Employee's
currently-owned 32' boat to the Washington, North Carolina area, and  Fountain
shall  provide  additional reimbursement to Employee for such boat  relocation
expense.   Employee shall provide to Fountain reasonable documentation,  in  a
form  acceptable to Fountain, for all such moving and relocation  expenses  in
order to obtain reimbursement from Fountain.
          (g)   Participation  in  Boat  Testing Program.  Employee  shall  be
entitled  during the Term of Employment to the reasonable use  of  a  Fountain
boat  and  to  participate  in  Fountain's Boat Testing  Program,  subject  to
Fountain's normal policies, guidelines and safety procedures for the Program.
     4.    Leave  and  Other Benefits.   Employee shall be eligible  for  such
leave  and  other  benefits  as are generally available  to  and  which  cover
Fountain's  executive  officers at Employee's  job  level  or  classification,
subject to the rules applicable to such plans or programs prevailing from time
to  time.   Except  as  otherwise  specifically  provided  herein,  Employee's
participation in such plans and programs shall be subject to and in accordance
with  the  terms and conditions (including eligibility requirements)  of  such
plans  and programs, resolutions of Fountain's Board of Directors establishing
such  programs  and  plans,  and Fountain's normal practices  and  established
policies regarding such plans and programs.
     5.     Adjustment   to  Compensation  or  Benefits.   No  adjustment   to
compensation, nor any addition to or modification or termination of the  leave
or  other benefits provided to Employee under this Agreement, shall affect the
other provisions of this Agreement.
     6.    Expenses.   Upon  presentation to Fountain of  expense  reports  in
sufficiently  detailed  form  to comply with standards  for  deductibility  of
business  expenses  established from time to  time  by  the  Internal  Revenue
Service, Fountain will reimburse Employee for all reasonable business expenses
incurred  by Employee in connection with performance of his duties  hereunder.

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Such  expenses will be submitted for reimbursement and paid in accordance with
Fountain's  standard  policies and procedures for  reimbursement  of  business
expenses.
     7.    Facilities and Services.  Fountain shall furnish Employee with such
facilities  and services as are suitable to Employee's position and  necessary
for  the performance of Employee's duties hereunder.  All files, records,  and
documents generated, produced, or maintained by Fountain, by Employee,  or  by
any other employee of Fountain during Employee's employment hereunder shall be
and remain the sole and exclusive property of Fountain.
     8.    Ownership  of Inventions, Etc.  Employee promptly and  fully  shall
disclose  and  shall  assign  and transfer to  Fountain,  its  successors  and
assigns,  the  entire  right, title, and interest in  and  to  any  invention,
product,   process,   apparatus,  improvement,  or   design,   patentable   or
unpatentable,  invented, discovered, conceived, developed,  or  originated  by
Employee,  individually or jointly, during the term of  Employee's  employment
with  Fountain  and  (i)  relating to Fountain's Business  or  any  actual  or
anticipated   research   or  development  of  Fountain   (including,   without
limitation, the production of any product manufactured, distributed, marketed,
sold,  used, or in the process of being developed by Fountain or by any parent
or affiliate of Fountain, or which may be manufactured, distributed, marketed,
sold, or used in competition with any such product) or (ii) resulting from any
work  performed  by Employee for Fountain (including, without limitation,  any
invention,  product,  process,  apparatus, improvement,  or  design  invented,
discovered,  conceived,  developed,  or  originated  by  Employee  (A)  during
Employee's work time with Fountain or (B) with Fountain's equipment, supplies,
facilities,  or  trade secret information) (collectively,  the  "Inventions").
All  such Inventions shall be and remain the sole property of Fountain.   Such
assignment shall include the right to obtain letters patent or design patents,
in  the name of Employee or otherwise, on such Inventions in the United States
or  in any foreign countries.  Employee agrees to execute all documents and to
make all oaths and declarations necessary for the filing and/or prosecution of
any  applications for such letters patent or design patents, or any divisions,
continuations,  continuations in part, renewals, or reissues thereof,  and  to

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execute  on  request  all  documents necessary to assign  such  Inventions  to
Fountain.   The  requirement  of disclosure shall  apply  to  all  inventions,
products,  processes, apparatuses, improvements, and designs, including  those
asserted  by  Employee  to  be nonassignable hereunder,  for  the  purpose  of
determining the rights of Employee and Fountain therein.  This paragraph shall
apply only to the extent not prohibited or limited by state or federal law.
     9.    Noncompetition; Confidentiality.  Fountain and Employee acknowledge
that  during the course of Employee's employment with Fountain, Employee shall
be given access to and shall develop names, contacts at, and addresses of, the
dealers,  customers, and prospective customers for the purposes of  furthering
Fountain's  Business,  and  that Employee will be  responsible  for  and  will
participate  in  the development of Fountain's Business (whether  through  the
conception,  invention,  or development of any Inventions;  through  planning,
marketing,   customer   and  prospective  customer  relations,   construction,
distribution,  sales, servicing, or management; or otherwise).   Fountain  and
Employee  also  acknowledge that Fountain will spend considerable  amounts  of
time,  effort,  and corporate resources in providing Employee  with  knowledge
relating  to  Fountain's  Business, including  but  not  limited  to  patents,
proposed   patents,   copyrights,  trade  secrets,   inventions,   proprietary
information,  designs,  specifications, blueprints, project  notes,  finances,
dealers,  customers, customer lists, customer information (including,  without
limitation,  requirements  and  preferences)  prospective  customers,   plans,
concepts,  ideas,  methods,  analyses, marketing  investigations,  strategies,
proposals,  surveys,  and  research,  in  whatever  form,  (collectively,  the
"Information"),  which  Information  Fountain  has  a  right  to   regard   as
confidential and to protect from disclosure.
          To  protect  Fountain  from Employee's use or exploitation  of  such
Information,  and to provide reasonable assurance to Fountain that  it  safely
may  provide Employee with information relating to the dealers, customers, and
prospective  customers  and  with  other information  relating  to  Fountain's
Business, Employee covenants and agrees as follows:

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          (a)  Covenant of Nonsolicitation and Noncompetition. During the term
of his employment with Fountain and for a period of one (1) year following the
termination of such employment for any reason ("Restriction Period"), Employee
shall  not directly or indirectly, either for himself or for any other  person
or entity, other than on behalf of Fountain, without the prior written consent
of Fountain (which consent may be withheld in Fountain's sole discretion):
               (i)   solicit  or  accept any business related  or  similar  to
Fountain's Business from any person or entity who or which was or is a  dealer
or  customer  during Employee's employment with Fountain,  or,  if  Employee's
employment  with Fountain has terminated, during the twenty-four  (24)  months
immediately  preceding the termination of Employee's employment with  Fountain
(a "Serviced Customer");
               (ii)  solicit  or  accept any business related  or  similar  to
Fountain's  Business  from any person or entity who  or  which  was  or  is  a
prospective dealer or customer (a "Prospective Customer") and (A) in  whom  or
which Fountain or any of the principals, shareholders, directors, officers, or
employees  of  Fountain, had or has invested a reasonable amount  of  time  or
company resources in an effort to secure such Prospective Customer's business,
and  (B) with whom or which Employee had or has had contact by virtue  of  his
employment  with Fountain, during Employee's employment with Fountain  or,  if
Employee's  employment  with Fountain has terminated, during  the  twenty-four
(24)  months  immediately preceding the termination of  Employee's  employment
with Fountain;
               (iii)  divert  or  attempt to divert any dealer,  customer,  or
prospective   customer  or,  if  Employee's  employment  with   Fountain   has
terminated,  divert or attempt to divert any Serviced Customer or  Prospective
Customer, to any person or entity competitive with Fountain;
               (iv)    engage  as  an  owner,  partner,  shareholder,  member,
director,  manager, employee, agent, consultant, or otherwise, or  assist  any
person or entity in any way, in any activity performed in his capacity  as  an
Employee  of  Fountain,  in  any business related  or  similar  to  Fountain's
Business; or,

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               (v)   employ,  or seek to employ, any employee of  Fountain  or
induce any such person to leave Fountain's employment; in any of the following
areas ("Market Area"):
                    (A)  Beaufort County, North Carolina;
                    (B)  Any  county of North Carolina contiguous to  Beaufort
County  in which Fountain engages in Fountain's Business or in which  Fountain
has  contacted,  solicited, or accepted business from a dealer,  customer,  or
prospective customer;
                    (C) Any county in North Carolina in which Fountain engages
in  Fountain's  Business  or in which Fountain has  contacted,  solicited,  or
accepted business from a dealer, customer, or prospective customer;
                    (D)   Within  a  fifty (50)-mile radius  of  a  dealer  of
Fountain  boats  in any other state in the United States or in which  Fountain
engages  in Fountain's Business or in which Fountain has contacted, solicited,
or accepted business from a dealer, customer or prospective customer;
                    (E)   Within  a  fifty (50)-mile radius  of  a  dealer  of
Fountain boats in any other country or territory or in which Fountain  engages
in  Fountain's  Business  or in which Fountain has  contacted,  solicited,  or
accepted business from a dealer, customer, or prospective customer.
          By  listing the specific geographic areas described above, it is the
intent of the parties to list areas in which Fountain is or is expected to  be
engaging in Fountain's Business on its own behalf or through its dealers.
          (b)   Covenant  of Nondisclosure.  Employee shall not at  any  time,
either  during  the  term  of his employment with  Fountain  or  at  any  time
following the termination of his employment with Fountain for any reason:
               (i)   divulge, disclose, or communicate to any person or entity
the  names  of,  contacts  at,  or addresses  of  any  Serviced  Customers  or
Prospective Customers; or,
               (ii)  divulge, disclose, or communicate to any person or entity
any  confidential  information of any kind, nature, or description  concerning

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any  matters affecting or relating to Fountain's Business, including  but  not
limited  to  the Information; provided, however, that during the term  of  his
employment,  Employee  may disclose such information  to  dealers,  customers,
prospective  customers,  or  fellow employees,  for  the  limited  purpose  of
performing his job duties, to the extent authorized by Fountain; or,
               (iii)   use  the  Information to the detriment of  Fountain  or
Fountain's Business, or the principals, shareholders, officers, directors,  or
employees  thereof, particularly in any manner competitive  with  Fountain  or
Fountain's  Business, in any unlawful manner, or to interfere with or  attempt
to  terminate  or  otherwise  adversely affect any  business  relationship  of
Fountain with any Serviced Customer or Prospective Customer.
          Employee acknowledges that all books, records, files, forms,  lists,
reports, accounts, and any other documentation relating in any manner  to  the
Serviced  Customers  and  the Prospective Customers, or  Fountain's  Business,
whether  prepared  by Employee or anyone else and in whatever  form,  are  the
exclusive  property of Fountain and shall be returned immediately to  Fountain
upon  the  termination  of  Employee's  employment  for  any  reason  or  upon
Fountain's request at any time.
          (c)  Reasonableness of Restrictions.  If any of the restrictions set
forth  in this Paragraph 9 shall be declared invalid for any reason whatsoever
by  a court of competent jurisdiction, the validity and enforceability of  the
remainder  of  such  restrictions  shall not thereby  be  adversely  affected.
Employee  acknowledges  that Fountain has a legitimate  economic  interest  in
those  geographic  areas which this Paragraph 9 specifically  is  intended  to
protect, and that the Market Area and Restriction Period are limited in  scope
to the geographic territory and period of time reasonably necessary to protect
Fountain's economic interest and otherwise are reasonable and proper.  In  the
event the Restriction Period or any other such time limitation is deemed to be
unreasonable by a court of competent jurisdiction, Employee hereby  agrees  to
submit  to  such reduction of the Restriction Period as the court  shall  deem
reasonable.   In the event the Market Area is deemed by a court  of  competent
jurisdiction to be unreasonable, Employee hereby agrees that the  Market  Area

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shall  be  reduced by excluding any separately identifiable and geographically
severable   area  necessary  to  make  the  remaining  geographic  restriction
reasonable,  but  this Paragraph 9 shall be enforced as  to  all  other  areas
included in the Market Area which are not so excluded.
          (d)   Remedies  for  Breach.  Employee understands and  acknowledges
that  a  breach  or  violation  by him of any of the  covenants  contained  in
Paragraph 9 shall be deemed a material breach of this Agreement and will cause
substantial, immediate, and irreparable injury to Fountain, and that  Fountain
will  have  no  adequate remedy at law for such breach or violation.   In  the
event  of Employee's actual or threatened breach or violation of the covenants
contained  in Paragraph 9, Fountain shall be entitled to bring a civil  action
seeking,  and  shall be entitled to, an injunction restraining  Employee  from
violating  or  continuing  to violate such covenant  or  from  any  threatened
violation thereof, or for any other legal or equitable relief relating to  the
breach  or  violation  of such covenant.  Employee agrees  that,  if  Fountain
institutes any action or proceeding against Employee seeking to enforce any of
such  covenants or to recover other relief relating to an actual or threatened
breach or violation of any of such covenants, Employee shall be deemed to have
waived  the claim or defense that Fountain has an adequate remedy at  law  and
shall not urge in any such action or proceeding the claim or defense that such
a  remedy at law exists.  However, the exercise by Fountain of any such right,
remedy,  power, or privilege shall not preclude Fountain or its successors  or
assigns  from pursuing any other remedy or exercising any other right,  power,
or  privilege available to it for any such breach or violation, whether at law
or  in  equity,  including the recovery of damages,  all  of  which  shall  be
cumulative  and  in  addition  to  all  other  rights,  remedies,  powers,  or
privileges of Fountain.

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               Notwithstanding  anything contained  herein  to  the  contrary,
Employee agrees that the provisions of Paragraphs 9(b) and 9(c) above and  the
remedies provided in this Paragraph 9(d) for a breach by Employee shall be  in
addition  to,  and shall not be deemed to supersede or to otherwise  restrict,
limit  or  impair  the rights of Fountain under any state or  federal  law  or
regulation  dealing  with or providing a remedy for the  wrongful  disclosure,
misuse   or  misappropriation  of  trade  secrets  or  other  proprietary   or
confidential information.
          (e)  Survival of Covenants.  Employee's covenants and agreements and
Fountain's  rights and remedies as provided in this Paragraph 9 shall  survive
and  remain fully in effect following expiration of the Term of Employment  or
any  actual termination of Employee's employment with Fountain during the Term
of Employment.
     10.  Change in Control.
          (a)   In  the  event  of a termination of Employee's  employment  in
connection  with,  or  within  twenty-four (24) months  after,  a  "Change  in
Control"  (as  defined in Subparagraph (d) below) of Fountain or  FPBI,  other
than  for  "Cause"  (as defined in Paragraph 11 below), retirement,  death  or
disability, Employee shall be entitled to receive compensation as set forth in
Paragraph   10(c)  below.   Said  sum  shall  be  payable   as   provided   in
Paragraph 10(e) below.
          (b)  In addition to any rights Employee might have to terminate this
Agreement  as  contained in Paragraph 11, Employee shall  have  the  right  to
terminate  this  Agreement upon the occurrence of any of the following  events
(the  "Termination Events") within twenty-four (24) months following a  Change
in Control of Fountain or FPBI:
               (i)  Employee  is  assigned any duties and/or  responsibilities
that are inconsistent with his position, duties, responsibilities or status at
the time of the Change in Control; or,
               (ii)  Employee  is not paid an annual Base Salary  rate  at  or
above the rate established by the terms of Paragraph 3 of this Agreement; or,
               (iii)  Employee's  life insurance, medical  or  hospitalization
insurance, disability insurance, stock options, stock purchase plans, deferred

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compensation plans, management retention plans, retirement plans,  or  similar
plans  or benefits, if any, being provided by Fountain or FPBI to Employee  as
of  the  effective date of the Change in Control are reduced in  their  level,
scope,  or coverage, or any such insurance, plans, or benefits are eliminated,
unless  such reduction or elimination applies proportionately to all  salaried
employees of Fountain or FPBI who participated in such benefits prior to  such
Change in Control; or,
               (iv) Employee is transferred to a geographic location which  is
an  unreasonable  distance from his current (at the  time  of  the  Change  of
Control) principal work location, without Employee's express written consent.
          A  Termination Event shall be deemed to have occurred  on  the  date
such action or event is implemented or takes effect.
          (c)   In  the event that Employee terminates this Agreement pursuant
to this Paragraph 10, Fountain will be obligated to pay or cause to be paid to
Employee  an  amount equal to the compensation that Employee would  have  been
entitled  to  receive hereunder and which remains unpaid at the date  of  such
termination  not  to exceed two (2) years of Base Salary at the  time  of  the
Change of Control.
          (d)   For  the  purposes  of this Agreement,  the  term  "Change  in
Control" shall mean any of the following events:
               (i)  After  the Effective Date of this Agreement, any  "person"
(as  such term is defined in Paragraphs 3(a)(9) and 13(d)(3) of the Securities
Exchange Act of 1934, as amended), directly or indirectly, acquires beneficial
ownership  of voting stock, or acquires irrevocable proxies or any combination
of voting stock and irrevocable proxies, representing forty-five percent (45%)
or  more  of  any class of voting securities of either Fountain  or  FPBI,  or
acquires  control in any manner of the election of a majority of the directors
of  either  Fountain or FPBI, provided, however, that the provisions  of  this
subparagraph  shall not apply to R. M. Fountain, Jr., his estate,  his  heirs,
members of his family, his testamentary beneficiaries, or any trusts or  other
entities created for the benefit of the family of R. M. Fountain, Jr.; or,

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               (ii)  Either  Fountain or FPBI consolidates or merges  with  or
into another corporation, association, or entity, or is otherwise reorganized,
where  neither Fountain nor FPBI nor an entity controlled by R.  M.  Fountain,
Jr. having more than forty-five percent (45%) of the vote for directors is the
surviving corporation in such transaction; or,
               (iii) All or substantially all of the assets of either Fountain
or  FPBI  are  sold or otherwise transferred to or are acquired by  any  other
corporation, association, or other person, entity, or group except  an  entity
controlled by R. M. Fountain, Jr. having more than forty-five percent (45%) of
the vote for directors.
          Notwithstanding  the  other  provisions  of  this  Paragraph  10,  a
transaction or event shall not be considered a Change in Control if, prior  to
the  consummation or occurrence of such transaction or event, Employee,  FPBI,
and  Fountain agree in writing that the same shall not be treated as a  Change
in Control for purposes of this Agreement.
          (e)   Such  amounts payable pursuant to this Paragraph 10  shall  be
paid, at the sole option of Employee, either in one lump sum, discounted at an
appropriate rate of interest, or in equal monthly payments over the  remaining
term of the Agreement.
          (f)   Following  a Termination Event which gives rise to  Employee's
rights  hereunder,  Employee  shall have  one  (1)  month  from  the  date  of
occurrence  of the Termination Event to terminate this Agreement  pursuant  to
this Paragraph 10.  Any such termination shall be deemed to have occurred only
upon  delivery to Fountain (or to any successor corporation) of written notice
of  termination  which describes the Change in Control and Termination  Event.
If Employee does not so terminate this Agreement within such one month period,
he  shall  thereafter have no further rights hereunder with  respect  to  that
Termination Event, but shall retain rights hereunder, if any, with respect  to
any other Termination Event as to which such period has not expired.
          (g)   It is the intent of the parties hereto that all payments  made
pursuant  to this Agreement be deductible by Fountain for federal  income  tax
purposes  and  not  result  in the imposition of an excise  tax  on  Employee.
Notwithstanding  anything contained in this Agreement  to  the  contrary,  any

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payments to be made to or for the benefit of Employee which are deemed  to  be
"parachute  payments" as that term is defined in Section 280G of the  Internal
Revenue Code of 1986, as amended (the "Code"), shall be modified or reduced to
the  extent  deemed  to  be  necessary by Fountain (or  of  its  successor  in
interest)  to  avoid  the  imposition  of  excise  taxes  on  Employee   under
Section  4999 of the Code and the disallowance of a deduction to Fountain  (or
of its successor in interest) under Section 280G of the Code.
     11.  Termination and Termination Pay.
          (a)  By Employee.  Employee's employment under this Agreement may be
terminated  at  any  time by Employee upon sixty (60) days written  notice  to
Fountain.   Upon such termination, Employee shall be entitled to  receive  his
normal   Base  Salary  compensation  through  the  effective  date   of   such
termination.  Any outstanding vested, unexercised options granted to  Employee
pursuant  to Paragraph 3 must be exercised by Employee prior to the applicable
expiration  date  of  such  options, at which time any  remaining  unexercised
options  shall be forfeited, expired, null and void; and Employee's  right  to
receive  any  further options that have not vested as of the termination  date
shall  immediately  be  terminated, null, void, and of  no  further  force  or
effect.
          (b)    Death  or  Retirement.   Employee's  employment  under   this
Agreement shall be terminated upon his death during the Term of Employment  or
upon  the  effective date of Employee's retirement with Fountain's consent  or
under  the  terms  of Fountain's retirement plan.  Upon any such  termination,
Employee  (or, in the case of Employee's death, his estate) shall be  entitled
to  receive  any compensation Employee shall have earned prior to and  through
the  month  of  the  date  of termination and shall be entitled,  through  the
applicable  expiration date of such options, to exercise any  options  granted
pursuant  to  Paragraph  3  that have become fully vested,  plus  any  options
Employee would have received for that year, all as of the termination date.
           (c)   By  Fountain  for  Cause.  Fountain may terminate  Employee's
employment  at any time during the Term of Employment for "Cause" (as  defined
below).   Upon  any  such termination by Fountain under this Paragraph  11(c),

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Employee  shall  have  no further rights under this Agreement  (including  any
right  to  receive  compensation or other benefits for any period  after  such
termination)  and  shall  be  entitled only to his  Base  Salary  through  the
effective date of termination.  Any vested, unexercised stock options  granted
to Employee pursuant to Paragraph 3 which remain outstanding and in effect and
all  unvested stock options  shall immediately terminate and be of no  further
force or effect as of the effective date of such termination of employment for
Cause.
          Notwithstanding  anything contained herein to the  contrary,  before
Fountain  may  terminate  Employee's  employment  for  a  Cause  described  in
Paragraph  11(c)(i)  below,  Fountain first  shall  give  Employee  seven  (7)
calendar  days written notice of the facts or circumstances constituting  such
Cause  for  termination and if, during such period, Employee shall  cure  such
Cause  to  the reasonable satisfaction of Fountain, then Employee's employment
may  continue in the discretion of Fountain; provided, however, that,  in  the
event  of  any reoccurrence or further occurrence of the same Cause,  Fountain
shall have no obligation to give Employee any further or additional notice  or
opportunity  to  cure  such  Cause  prior to  the  termination  of  Employee's
employment.   Except  as  specifically  provided  above,  no  such  notice  or
opportunity to cure shall be required in the case of termination of Employee's
employment  for  any  Cause.  For purposes of this Paragraph  11(c),  Fountain
shall have "Cause" to terminate Employee's employment upon:
               (i)   A determination by Fountain, in good faith, that Employee
(A)  has  breached in any material respect any of the terms or  conditions  of
this  Agreement,  any  Fountain policy, discriminated  against  any  employee,
customer,   or   other   person  covered  by  any  anti-discrimination   laws,
regulations, or policies; (B) has failed in any material respect to perform or
discharge his duties or responsibilities of employment in the manner  provided
herein;  or  (c)  is  engaging  or  has engaged  in  conduct  involving  moral
turpitude, willful misconduct, or conduct which is detrimental in any material
respect to the business prospects of Fountain or which has had or likely  will
have a material adverse effect on Fountain's Business or reputation;

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               (ii)   The  commission  in the course of Employee's  employment
with  Fountain of an act of fraud, embezzlement, theft, or personal dishonesty
(whether  or  not such act or charge results in criminal indictment,  charges,
prosecution, or conviction);
               (iii)   The  unauthorized  use of alcohol  by  Employee  during
working  hours or any use of alcohol by Employee during nonworking hours  that
adversely   affects  his  job  performance,  his  ability   to   fulfill   the
responsibilities of his position, or the safety of himself or  others  at  the
workplace; or,
               (iv)  Employee's use of any controlled substance, as defined at
21  U.S.C.   802  and listed on Schedules I through V of 21  U.S.C.   812,  as
revised from time to time, or as defined by any other federal or state law  or
regulation.
          (d)   By  Fountain without Cause.  Fountain and Employee agree  that
notwithstanding anything contained herein to the contrary, Employee is an  "at
will"  employee, and Fountain may terminate Employee's employment at will  and
without  "Cause"  at any time during the Term of Employment.   Upon  any  such
termination  by Fountain under this Paragraph 11(d), Employee's  rights  under
this  Agreement (including his right to receive compensation or other benefits
for  any  period  after such termination) shall be limited  to  the  right  to
receive   nine  (9)  months  of  Base  Salary  only,  without  any   incentive
compensation (except stock options granted in Paragraph 3 above,  which  shall
become  vested and exercisable as set forth below) and with such bonus as  may
be  calculated and prorated pursuant to Paragraph 3(b) above on a calendar day
basis  for  the portion of the then current fiscal year during which  Employee
was  employed by Fountain.  Fountain also shall provide outplacement  services
to Employee, not to exceed Five Thousand and No/100 Dollars ($5,000.00) during
the  twelve (12) months immediately following such termination without  Cause,
and such employee benefits, if any, as required by applicable law.
          If  Employee's  employment is terminated without Cause  pursuant  to
this  Paragraph  11(d),  Employee shall be entitled to exercise,  through  the
applicable  expiration  date  of such options, all  of  his  then  outstanding
vested, unexercised stock options granted pursuant to Paragraph 3 above,  plus

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a prorated portion of the options due to vest at the end of the current fiscal
year,  prorated  on a calendar day basis of 365 days, for the fiscal  year  in
which  Employee's employment was terminated without "Cause" by Fountain, which
prorated  options  shall  vest and become exercisable  immediately  and  shall
remain  exercisable through the applicable expiration date  of  such  options,
after which all of such options shall be forfeited, terminated, null, void and
of no effect.
          (e)   Except as otherwise provided herein, upon the earlier  of  the
Expiration Date of the Term of Employment or the effective date of any  actual
termination  of Employee's employment with Fountain under this  Agreement  for
any  reason, the provisions of this Agreement likewise shall terminate and  be
of  no  further force or effect; provided, however, that Employee's  covenants
contained in Paragraph 9 above, and Fountain's obligations for payment of cash
compensation  under  Paragraphs 11(a), 11(b), 11(c)  and  11(d)  above,  shall
survive  and  remain  in effect in accordance with their terms  following  the
Expiration Date or any actual termination of Employee's employment.
     12.  Successors and Assigns.
          (a)   This  Agreement shall inure to the benefit of and  be  binding
upon  any  corporate  or  other  successor of Fountain  which  shall  acquire,
directly  or  indirectly, by conversion, merger, consolidation,  purchase,  or
otherwise, all or substantially all of the assets of Fountain.
          (b)   Fountain is contracting for the unique and personal skills  of
Employee.  Therefore, Employee shall be precluded from assigning or delegating
his rights or duties hereunder without first obtaining the written consent  of
Fountain.

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     13.   Modification; Waiver; Amendments.  No provision of  this  Agreement
may  be  modified,  waived or discharged unless such waiver,  modification  or
discharge is agreed to in writing and signed by the parties hereto.  No waiver
by  either party hereto, at any time, of any breach by the other party  hereto
of,  or  compliance with, any condition or provision of this Agreement  to  be
performed  by  such  other  party  shall be deemed  a  waiver  of  similar  or
dissimilar  provisions or conditions at the same or at any prior or subsequent
time.  No amendments or additions to this Agreement shall be binding unless in
writing and signed by both parties, except as herein otherwise provided.
     14.   Applicable  Law.  The parties hereto agree that without  regard  to
principles  of  conflicts of laws, the internal laws of  the  State  of  North
Carolina  shall govern and control the validity, interpretation,  performance,
and enforcement of this Agreement and that any suit or action relating to this
Agreement shall be instituted and prosecuted in the Courts of Beaufort County,
North  Carolina, and each party hereto hereby does waive any right or  defense
relating to such jurisdiction and venue, except to the extent that federal law
shall be deemed to apply.
     15.   Severability.   The provisions of this Agreement  shall  be  deemed
severable  and the invalidity or unenforceability of any provision  shall  not
affect the validity or enforceability of the other provisions hereof.
     16.   Headings.   The  section and paragraph headings contained  in  this
Agreement are for reference purposes only and shall not affect in any way  the
meaning or interpretation of this Agreement.
     17.   Notices.  Except as otherwise may be provided herein, all  notices,
claims,  certificates,  requests, demands, and other communications  hereunder
shall  be  in  writing and shall be deemed to have been duly given  when  hand
delivered or sent by facsimile transmission by one party to the other, or when
deposited by one party with the United States Postal Service, postage prepaid,
and addressed to the other party as follows:

         If to Fountain:                     If to Employee:

      Fountain Powerboats, Inc.               Anthony J. Romersa
      Post Office Drawer 457                  __________________
      Washington, NC  27889                   __________________
      Attention: R. M. Fountain, Jr.          (to be determined)

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Such  notice  shall  be  deemed to be received upon  receipt  or  refusal,  if
delivered  by  hand,  or upon receipt or refusal as evidenced  by  the  return
receipt therefor, if delivered by registered or certified mail.
     18.   Condition  Precedent.  This Agreement is subject to  the  condition
precedent that Employee must obtain from his current or former employer(s) and
deliver  to Fountain an appropriate written release or written consent,  in  a
form  satisfactory to Fountain and its attorneys, as to all covenants  not  to
compete and/or not to solicit that are, or may be, applicable to Employee  and
that will, or may be, violated by Employee's employment with Fountain.
     19.   Entire Agreement.  This Agreement contains the entire understanding
and  agreement  of  the  parties,  and  there  are  no  agreements,  promises,
warranties, covenants, or undertakings other than those expressly set forth or
referred to herein.
          IN WITNESS WHEREOF, Fountain and FPBI each has caused this Agreement
to  be executed by its respective duly authorized officer within the authority
duly given by its respective Board of Directors, and Employee has hereunto set
his  hand and adopted as his seal the typewritten word "SEAL" appearing beside
his name, all as of the day and year first above written.

                                   FOUNTAIN POWERBOATS, INC.


                                   By:_______________________________
                                   Title:____________________________


                                   FOUNTAIN POWERBOAT INDUSTRIES, INC.


                                   By:_______________________________
                                   Title:____________________________


                                   EMPLOYEE:
                                             Anthony J. Romersa     (SEAL)



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