**Exhibit 10.16**

This Instrument Was Prepared By 

And Upon Recording Return To: 

Patricia Snyder 

Womble Carlyle Sandridge & Rice, PLLC 

301 South College Street, Suite 3500 

Charlotte, NC 28202-6037 

**SECOND AMENDMENT TO DEED OF TRUST, ASSIGNMENT OF**

**RENTS, SECURITY AGREEMENT, AND FINANCING STATEMENT**

**NORTH CAROLINA, BEAUFORT COUNTY**

**THIS SECOND AMENDMENT TO DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT, AND FINANCINGSTATEMENT** (this “Amendment”) is made and entered into this 28th day of September, 2007 by and among **FOUNTAIN POWERBOATS,INC.**, a North Carolina corporation, whose address is 1653 Wichard’s Beach Road, Washington, North Carolina 27889 (hereinafter called “Grantor”), EDMUND HAWES, a resident of North Carolina, whose address is 6805 MorrisonBoulevard, Suite 100, Charlotte, North Carolina 28211 (hereinafter called “Trustee”), and **REGIONS BANK**, an Alabama chartered bank, whose address is 6805 Morrison Boulevard, Suite 100, Charlotte, North Carolina 28211(hereinafter called “Beneficiary”). 

**RECITALS:**

A. Grantor and Beneficiary are parties to (i) a Loan Agreement (the “Term Loan Agreement”), dated as of September 19, 2005,pursuant to which Beneficiary made available to Grantor a term loan in the principal amount of $16,500,000, and (ii) a Loan Agreement (the “Credit Line Agreement”), dated as of 

July 12, 2006, pursuant to which Beneficiary made available to Grantor a non-revolving line of credit in the maximum principal amount of $5,000,000. TheBeneficiary’s obligations under each of the Term Loan Agreement and Credit Line Agreement are secured by, among other things, a Deed of Trust, Assignment of Rents, Security Agreement and Financing Statement dated as of September 19, 2005,from Grantor to Trustee, recorded on September 19, 2005, in Book 1477, Page 854, in the office of the Beaufort County Register of Deeds, as amended by that certain First Amendment to Deed of Trust, Assignment of Rents, Security Agreement andFinancing Statement dated as of July 12, 2006, among Grantor, Trustee and Beneficiary, recorded on July 13, 2006, in Book 1532, Page 683, in the office of the Beaufort County Register of Deeds (as further amended by this Amendment, andhereafter amended, modified, restated, supplemented, extended or renewed from time to time, the “Deed of Trust”). Except as otherwise provided herein, capitalized terms used herein without definition shall have the meanings ascribedto them in the Deed of Trust. 

B. Powerboats has paid in full all obligations to Bank under the Credit Line Agreement, and the Credit LineAgreement has been terminated. 

C. Fountain Dealers’ Factory Super Store, Inc., a North Carolina corporation (the“Affiliate”), has requested a revolving line of credit from Beneficiary to finance its inventory of new and used vessels, watercraft, boats and boat motors. Pursuant to the Affiliate’s request, Grantor, Beneficiary, theAffiliate, and the Parent have entered into a Dealer Floor Plan and Security Agreement, dated of even date herewith (the “Floor Plan Agreement”), pursuant to which Beneficiary made available to the Affiliate made available toGrantor a revolving line of credit in the principal amount of $5,000,000 (the “Floor Plan Loan”). 

D. In order to induceBeneficiary to extend the Floor Plan Loan, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, Grantor and Beneficiary have agreed to amend the Deed of Trust pursuant to this Amendment to secure thepayment and performance of obligations of arising under the Floor Plan Agreement and the other Credit Documents (as defined in the Floor Plan Agreement). 

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 

1. Amendments to Deed of Trust. 

(a)The first paragraph of the Recitals beginning with the letter “A” in the Deed of Trust is restated in its entirety as follows: 

A. Grantor is indebted to Beneficiary in the sum of up to Sixteen Million Five Hundred Thousand and 

 

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No/100 Dollars ($16,500,000), pursuant to a Loan Agreement, dated as of September 19, 2005 (as amended, modified, restated or supplemented from time totime, the “Term Loan Agreement”), pursuant to which Beneficiary made available to Grantor a term loan in the principal amount of $16,500,000 (the “Term Loan”), as evidenced by a Term Note, dated as ofSeptember 19, 2005, from Grantor and payable to Beneficiary (as the same may be amended, modified, replaced, restated or supplemented from time to time, the “Term Note”). Additionally, Grantor’s affiliate, FountainDealers’ Factory Super Store, Inc., a North Carolina corporation (“Affiliate”), is indebted to Beneficiary in the sum of up to Five Million and No/100 Dollars ($5,000,000), pursuant to a Dealer Floor Plan and SecurityAgreement, dated as of September 28, 2007 (as amended, modified, restated or supplemented from time to time, the “Floor Plan Agreement,” and together with the Term Loan Agreement, the “Loan Agreement”),pursuant to which Beneficiary made available to Affiliate a revolving line of credit in the maximum principal amount of $5,000,000 (the “Floor Plan Loan,” and together with the Term Loan, the “Loan”), as evidencedby a Promissory Note, dated of even date therewith, from Affiliate and payable to Beneficiary (as the same may be amended, modified, replaced, restated or supplemented from time to time, the “Floor Plan Note,” and together with theTerm Note, the “Note”). 

(b) All references to the “Loan,” the “Loan Agreement,” and the“Note” in the Deed of Trust shall be deemed to refer to the “Loan,” the “Loan Agreement,” and the “Note” as defined in this Amendment. 

(c) The first sentence of paragraph #34 of the Deed of Trust shall be deleted in its entirety and replaced with the following: 

This Deed of Trust is given to secure all present and future obligations of Grantor and Affiliate to Beneficiary. 

2. Ratification. Except as expressly amended herein, the Deed of Trust is hereby ratified and confirmed by the parties and all the terms,provisions and conditions thereof shall be and remain in full force and effect, and this Amendment and all of its terms, provisions and conditions shall be deemed to be a part of the Deed of Trust. 

3. Governing Law. This Amendment is entered into under the laws of the State of North Carolina, and those laws shall govern the construction andenforcement hereof. 

 

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4. Entire Agreement, Modification. This Amendment embodies the entire agreement and understandingamong the parties hereto relating to the subject matter hereof, and supersedes all prior agreements and understandings relating to such subject matter. This Amendment may not be amended orally, but only by an agreement in writing signed by each ofthe parties hereto. 

5. Captions. The captions set forth at the beginning of the various paragraphs of this Amendment are forconvenience only and shall not be used to interpret or construe the provisions of this Amendment. 

6. Severability. To the extentany provision of this Amendment is prohibited by or invalid under the applicable law of any jurisdiction, such provision shall be ineffective only to the extent such prohibition or invalidity and only in any such jurisdiction, without prohibiting orinvalidating such provision in any other jurisdiction or the remaining provisions of this Amendment in any jurisdiction. 

7. Successorsand Assigns. This Amendment shall be binding upon, inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto. 

8. Counterparts; Effectiveness. This Amendment may be executed in counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original,but all of which shall together constitute one and the same instrument. 

 

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IN WITNESS WHEREOF, this Second Amendment to Deed of Trust, Assignment of Rents, Security Agreement andFinancing Statement has been executed by Grantor as of the day and year first above written. 

 
**GRANTOR:****FOUNTAIN POWERBOATS, INC.**        a North Carolina corporationBy: 
*/s/ Reginald M. Fountain, Jr.*
Name: Reginald M. Fountain, Jr.Title: 
Chairman of the Board/

Chief ExecutiveOfficer

**[NOTARY CERTIFICATE OMITTED]**

 

*Signature Page to Second Amendment to Deed of Trust*

IN WITNESS WHEREOF, this Second Amendment to Deed of Trust, Assignment of Rents, Security Agreement andFinancing Statement has been executed by Beneficiary as of the day and year first above written. 

 
**BENEFICIARY:****REGIONS BANK**By: 
*/s/ William W. Teegarden*
Name: William W. TeegardenTitle: Vice President
**[NOTARY CERTIFICATE OMITTED]**

 

*Signature Page to Second Amendment to Deed of Trust*

IN WITNESS WHEREOF, this Second Amendment to Deed of Trust, Assignment of Rents, Security Agreement and FinancingStatement has been executed by Trustee as of the day and year first above written. 

 
**TRUSTEE:**
*/s/ Edmund Hawes*
Name: Edmund Hawes
**[NOTARY CERTIFICATE OMITTED]**

 

*Signature Page to Second Amendment to Deed of Trust*