Exhibit 10(f)



                           WESTERBEKE CORPORATION

                                  DOMESTIC

                        MASTER DISTRIBUTOR AGREEMENT


      This Agreement ("Agreement") is made by and between Westerbeke 
Corporation, a Delaware corporation (hereinafter referred to as "Westerbeke"), 
and __________ ______________________ (name of distributor), a(n) ____________ 
(individual, partnership or corporation), with its principal office at 
_____________________ (street address), _________________ (city), 
_____________ (county), ________________ (state) ________ (zip code) 
(hereinafter referred to as "Distributor"), and will govern the relationship 
between Westerbeke and the Distributor with respect to the promotion, sale, 
repair and service of Westerbeke Products (as defined herein).

      1.  APPOINTMENT.  Subject to the terms of this Agreement, Westerbeke 
hereby appoints Distributor a non-exclusive distributor of the products and 
the replacement parts and accessories related thereto listed on Schedule A to 
this Agreement (said products, replacement parts and accessories are 
hereinafter referred to as the "Westerbeke Products") within the geographic 
areas of responsibility set forth on Schedule B to this Agreement (hereinafter 
referred to as the "Area").

      2.  OBLIGATIONS OF DISTRIBUTOR.  Distributor hereby accepts the 
appointment described in Section 1 subject to the terms of this Agreement and 
agrees that its obligations under this Agreement shall, without limitation, 
include the following:

          (a)  Best Efforts.  Distributor shall use its best efforts to 
promote, sell, repair and service Westerbeke Products in the Area, which best 
efforts shall include, but shall not be limited to, each of the obligations 
specified in this Section 2.

          (b)  Retail Dealers.  Distributor shall appoint a sufficient number 
of retail dealers ("Dealers") within the Area for the sale, service, and 
repair of Westerbeke Products; provided, however, that (i) all such Dealers 
shall meet minimum reasonable requirements established by Westerbeke, (ii) 
Distributor shall utilize in appointing such Dealers the Dealer Agreement form 
provided by Westerbeke or a retail dealer agreement form acceptable to 
Westerbeke, (iii) Distributor shall not, without Westerbeke's consent, solicit 
orders for or sell Westerbeke Products to any Dealer or other person, unless 
such Dealer or other person's selling area or place of business or residence, 
in the case of a person not engaged in the business of resale, is completely 
contained within the Distributor's Area, (iv) in no case shall Distributor 
appoint any Dealer or sub-distributor in violation of, or contrary to, the 
terms and conditions of this Agreement and (v) Distributor shall furnish to 
Westerbeke, from time to time upon Westerbeke's request therefor, a list of 
all such Dealers and such other information as Westerbeke shall reasonably 
request that shall relate to the Distributor's network of Dealers and 
Distributor's sales of Westerbeke Products to such Dealers. In the event that 
Distributor shall violate the provisions of this paragraph, Westerbeke shall 
have the right to elect, in addition to any other remedy contained in this 
Agreement (including without limitation, Westerbeke's termination of such 
Distributor), that Distributor pay Westerbeke, as liquidated damages, a sum 
equal to the applicable Discount (as defined in Section 3 hereof) on any 
Westerbeke Products the sale of which shall have been in violation of this 
paragraph.

          (c)  Inventory; Facilities.

          (i)  Distributor shall maintain an inventory of Westerbeke Products 
which is adequate for the Area (as determined in accordance with Section 
2(c)(ii) hereof) and sales, parts, repair and service facilities, including 
any special tools or equipment required to service and repair Westerbeke 
Products, at a place or places of business of a size and character 
satisfactory to Westerbeke and such place or places of business shall not be 
moved or materially changed without the prior written consent of Westerbeke.

          (ii)  Distributor shall purchase (subject to the provisions of 
Section 2(d) hereof) a sufficient quantity of Westerbeke Products such that 
Westerbeke Products shall have a fair share of the total market for such types 
of products in the Area, as determined by relevant marketing factors existing 
in the Area.  Distributor shall, if requested by Westerbeke, negotiate in good 
faith with Westerbeke the quantity of Westerbeke Products necessary to satisfy 
the provisions of the preceding sentence; provided, however, that if the 
parties cannot agree in writing on such quantity, Westerbeke shall have the 
right to establish such quantity by reference to such marketing factors.

          (iii)  Distributor shall furnish to Westerbeke on or prior to the 
fifteenth day of each October, January, April and July, a list of 
Distributor's current inventory of Westerbeke Products and an estimate of 
Distributor's anticipated requirements for Westerbeke Products for the 
succeeding six month period.

          (d)  Source of Requirements.  In the event that Distributor shall 
have made an election for Discount A pursuant to the terms of Section 3(a) of 
this Agreement (and only in such event), Distributor shall purchase only from 
Westerbeke and from no other source whatsoever all of Distributor's 
requirements of such of the Westerbeke Products as constitute accessory or 
replacement parts, except for those such accessory or replacement parts as are 
set forth on Schedule C attached hereto.  In the event that Distributor shall 
violate the terms of the foregoing sentence, Distributor shall be deemed to 
have elected, effective immediately upon the occurrence of any such violation, 
for Discount B pursuant to the terms of Section 3(a) of this Agreement.

          (e)  Staff.  Distributor shall, at all times, employ such numbers of 
adequately trained and competent personnel as are necessary to fulfill all of 
Distributor's obligations under this Agreement.

          (f)  Service.  Distributor shall provide, at reasonable rates, 
prompt and workmanlike repair and service, including repairs and service under 
warranty in accordance with the provisions of this Agreement, for all 
Westerbeke Products, whether or not such Westerbeke Products have been sold by 
Distributor.

          (g)  Use of Westerbeke Name.  Distributor shall identify itself as a 
"Westerbeke Authorized Distributor" in telephone directories, on its 
stationery, and in any advertising media such as newspapers, magazines, and 
direct mailings that Distributor customarily uses, and Westerbeke hereby 
grants Distributor a non-exclusive license for the duration of this Agreement 
to use Westerbeke's trademarks or trade names or product designations 
(including part numbers) (collectively, the "Trademarks") for such purposes; 
provided, however, that Distributor shall not use Westerbeke's Trademarks in 
its corporate name or as a style of doing business, and shall not place any of 
Westerbeke's Trademarks on any product or item whatsoever, without the express 
written consent of Westerbeke.  Distributor hereby acknowledges that 
Westerbeke owns exclusive rights to all Trademarks and any other trademarks 
and trade names adopted or used by Westerbeke.

          (h)  End Use Purchasers.  Distributor and its dealers shall develop 
and maintain records sufficient for purposes of compliance with the Federal 
Boat Safety Act to permit the identification of the end use purchaser of all 
Westerbeke Products sold by Distributor or its Dealers, when provided by 
Westerbeke with the Distributor's purchase order number, the model and the 
serial numbers of the Westerbeke Product and its date of shipment by 
Westerbeke, and Distributor shall assist Westerbeke in ascertaining the 
identity of the end use purchaser, should Westerbeke, for any purpose, deem 
that necessary.

          (i)  Sales to Boatbuilders.  Distributor shall actively pursue sales 
of Westerbeke Products to boatbuilders located within the Area and shall 
develop and maintain (A) records of its efforts to sell to such boat builders 
and (B) estimates of potential sales to boatbuilders within the Area, which 
records and estimates it shall furnish Westerbeke upon Westerbeke's reasonable 
request therefor.  Notwithstanding anything contained in Section 1 of this 
Agreement to the contrary, Westerbeke may elect to sell directly to any such 
boatbuilder if Westerbeke, in its sole discretion, determines that such 
boatbuilder's volume or potential volume of purchases is sufficiently large or 
that the nature of such boatbuilder's business requires that it purchase 
directly from Westerbeke.  Provided that Distributor shall have complied with 
the requirements of this Section 2(i), as determined by Westerbeke in its sole 
discretion, Distributor will receive a commission of _____________________ of 
the net sales price on any sales by Westerbeke to any such boatbuilder in 
consideration of Distributor's efforts in establishing the boatbuilder's 
account and for continued maintenance and service of the account.  This 
commission will not apply to sales by Westerbeke to the established national 
accounts listed on Schedule D hereto.

          (j)  Promotion.  Distributor shall diligently promote the sale of, 
solicit orders for and stimulate interest in Westerbeke Products in the Area. 
 Distributor shall cooperate with Westerbeke in preparing reports, order 
forecasts and other information concerning market coverage, and shall follow 
all reasonable recommendations of Westerbeke as to marketing policy and market 
coverage.

          (k)  Goodwill.  Distributor shall take such necessary or desirable 
steps to preserve and enhance Westerbeke's goodwill and reputation in the Area 
as Westerbeke may reasonably request.

          (l)  Insurance.  Distributor shall maintain during the term of this 
Agreement:  (i) Worker's Compensation Insurance as prescribed by law in the 
state or states in which Distributor's business is maintained, (ii) 
comprehensive general liability insurance (including product liability 
insurance), and (iii) casualty insurance on the properties where Distributor 
conducts any business related to the promotion, sale, repair or service of 
Westerbeke Products.

          (m)  Financial Information.  Distributor shall provide to Westerbeke 
(i) an annual balance sheet and income statement for Distributor within 90 
days after Distributor's fiscal year end, and (ii) such other financial 
statements for Distributor as Westerbeke may reasonably request.  In the event 
that Distributor shall fail to do so, Westerbeke shall have the right to amend 
the terms of credit, if any, applicable to such Distributor to such terms as 
Westerbeke, in its sole discretion, shall deem desirable.

          (n)  Compliance with Law.  Distributor shall (i) comply with all 
statutes, laws and regulations of federal, state and local authorities which 
are applicable to the Distributor's business and to the performance by it of 
its obligations pursuant to this Agreement; (ii) promptly notify Westerbeke of 
any such statute, law or regulation relating to the performance by the parties 
of the terms of this Agreement, including without limitation any requirements 
as to the form or specifications of any Westerbeke Product or any packing, 
invoicing or shipping documents required to be provided with respect to any 
shipment of Westerbeke Products, and of any change to any such statute, law or 
regulation; provided, however, that Westerbeke shall not be responsible or 
liable for any penalty that may result from its failure to comply with any 
such statute, law or regulation if it has used reasonable efforts so to 
comply; and (iii) not take any action the effect of which might be to cause 
Westerbeke to be in violation of any such statute, law or regulation.

          (o)  Inspection.  Westerbeke shall have the right to inspect 
Distributor's places of business during regular business hours without notice 
in order to monitor Distributor's compliance with its obligations under this 
Agreement.

      3.  PRICES AND TERMS OF SALE.

          (a)  Price and Election of Discount.  The prices of Westerbeke
Products sold to Distributor by Westerbeke shall be Westerbeke's list prices
(the "List Prices") in effect at the time of shipment less the applicable
discount (the "Discount") set forth in Schedule A hereto.  The Discount shall
be either Discount A or Discount B (each as set forth on Schedule A), and
Distributor shall have made an election to that effect on the signature page to
this Agreement.  In the event that Distributor shall elect Discount A (and only
in such event), the terms and provisions of Section 2(d) of this Agreement
shall apply. Westerbeke shall from time to time notify Distributor of its List 
Prices, which it may amend from time to time without notice.

          (b)  Terms and Conditions of Sale. Unless Westerbeke agrees otherwise
in writing, the terms and conditions of such sale to Distributor of Westerbeke 
Products shall be governed by Westerbeke's standard terms and conditions of 
sale, which it shall from time to time announce and which it shall have the 
right to amend without notice.  Any additional terms and conditions of sale 
shall be as set forth in Westerbeke's acknowledgment of Distributor's order.  
Unless Westerbeke agrees otherwise in writing, payment for Westerbeke Products 
shall be made in cash upon making any order or by irrevocable letter of credit 
confirmed by a bank acceptable to Westerbeke.

          (c)  Exclusion of Taxes. Unless Westerbeke otherwise expressly agrees
in writing, prices for Westerbeke Products shall not include any sales, use, 
excise, ad valorem, receipt or other such taxes, which may at any time be 
imposed by federal, state or local authorities by reason of the sale by 
Westerbeke of Westerbeke Products to Distributor and Distributor shall pay all 
of such taxes other than income taxes imposed on Westerbeke by any 
governmental authority.

      4.  ORDERS.  Westerbeke shall not ship any Westerbeke Products 
except upon receipt of firm orders.  Each order of Distributor is subject to 
acceptance by Westerbeke, and Westerbeke may, for any reason, reject an order 
or any portion thereof. Westerbeke shall use its best efforts to ship accepted 
orders, but shall not be liable for delays in shipping or delivery, or for 
failure to ship such orders, for any reasonable cause.

      5.  CHANGE OF PRODUCTS.  Unless otherwise specified, all orders for 
Westerbeke Products shall refer to the type, model, line and style of 
Westerbeke Products in production at the time Westerbeke receives such orders. 
 Westerbeke may, at any time and without prior notice, declare obsolete or 
discontinue the manufacture or sale of any Westerbeke Products or any type, 
model, line or style of Westerbeke Products, and may modify the construction 
or classification of any Westerbeke Products. Westerbeke shall not be 
obligated to manufacture or sell replacement parts or accessories for any such 
Westerbeke Products that are declared obsolete or discontinued by Westerbeke 
or modified by Distributor or any other person.  Westerbeke may take any such 
action without incurring any obligations to Distributor arising directly or 
indirectly by reason of Distributor's previous purchases of Westerbeke 
Products.

      6.  SHIPMENT.  Westerbeke's responsibility for risk of loss of or 
damage to Westerbeke Products ceases and title to Westerbeke Products passes 
to Distributor upon the delivery of shipments to the carrier thereof.  
Distributor shall accept all upon arrival at their destination and shall file 
claims with or against any such carrier thereof for any losses, shortages or 
damages of any kind.

      The cost of any insurance arranged by Westerbeke shall be for 
Distributor's account.

      7.  WARRANTY.  Each of the Westerbeke Products sold by Westerbeke to 
Distributor under this Agreement is subject to Westerbeke's express warranty 
applicable to the particular Westerbeke Product in effect at the time 
Westerbeke sells such Westerbeke Product to Distributor.  Other than such 
express warranty, Westerbeke makes no representation, express or implied 
(including implied warranties of merchantability and fitness for a particular 
purpose) concerning any Westerbeke Products or otherwise concerning the 
matters contemplated by this Agreement. Westerbeke makes no warranty at all 
with respect to any product or item which is not a Westerbeke Product.  
Distributor shall make no representations or warranties with respect to any 
Westerbeke Products without the prior consent of Westerbeke and Distributor 
hereby agrees to indemnify and save Westerbeke harmless from any and all 
liabilities, claims or damages that Westerbeke may suffer by reason of any 
unauthorized representations or warranties made by Distributor.

      Distributor acknowledges that the marine engine products business is a 
high risk business and that Westerbeke shall not be responsible for damages 
which Distributor may incur from delayed shipments or from any other cause, 
whether liability is asserted in contract or tort (including negligence and 
strict product liability).  Distributor acknowledges and agrees that 
Westerbeke's sole responsibility in the case of breach of the foregoing 
warranty shall be for Westerbeke to comply with Westerbeke's policy for return 
of defective products in effect at the time of such breach.  In no event shall 
Westerbeke be liable for loss of profits, loss of use, or incidental, 
consequential or special damages of any kind.

      8.  WARRANTY WORK.  Distributor must obtain authorization from 
Westerbeke in advance of any major warranty work to be performed by 
Distributor or one of its Dealers, including, but not limited to, any work 
involving removal or reinstallation of an engine or generator.  Westerbeke 
may, in its sole discretion and with respect to any warranty work, determine 
that such work shall be performed by Westerbeke or by any other party of its 
own choice.  If warranty work is performed by Distributor or one of its 
Dealers, Distributor shall furnish to Westerbeke upon Westerbeke's request 
reasonable evidence that such work was necessary within the applicable 
provisions of the applicable warranty, and Distributor shall return to 
Westerbeke, upon Westerbeke's request, within thirty (30) days, freight 
collect, any part claimed to be defective under such warranty.  Distributor 
shall inform Westerbeke of any such part, the intended return thereof, and any 
relevant information with respect thereto, sufficiently in advance of the 
intended shipment date to allow Westerbeke to arrange for shipment, should 
Westerbeke so desire.  If Westerbeke, in its sole discretion, determines that 
such part is defective and that the work performed was necessary, Westerbeke 
shall pay Distributor for such parts at list price less the standard discount 
established by Westerbeke for Dealers. Westerbeke shall pay Distributor for 
any labor performed at the applicable warranty labor rate established by 
Westerbeke, which rate shall be evaluated periodically by Westerbeke and may 
be amended from time to time by Westerbeke without notice.  If the warranty 
work is performed by one of Distributor's Dealers, Distributor shall supply 
any parts and pay to such retail dealer for labor the amount paid by 
Westerbeke to Distributor for such labor.

      9.  SETOFF.  Distributor agrees that Westerbeke shall have the right 
to setoff against any amounts which may become payable by Westerbeke to 
Distributor under this Agreement or otherwise, any amounts due from 
Distributor to Westerbeke, including without limitation any amounts 
anticipated to be owed to Westerbeke in the event that Westerbeke shall have 
reason to believe such an amount may become due by virtue of the arising of 
any claim by Westerbeke, whether arising under this Agreement or otherwise, 
including without limitation any claims arising under Sections 1 and 2(g) of 
this Agreement.

      10.  PERFORMANCE EXCUSED.  Whenever either party shall be prevented 
from or delayed in carrying out any obligation of such party hereunder (other 
than for the payment of money) by reason of any act of God, war, riot, 
accident, strike, lockout, injunction, boycott, inability to obtain power, raw 
materials, or transportation facilities, breakage of machinery, national 
defense requirements, or any other similar or dissimilar cause beyond the 
control of such party, the performance of such obligation by such party shall 
be excused to the extent of such prevention or delay.  If, because of any such 
cause, Westerbeke is unable to supply the total demand for Westerbeke 
Products, Westerbeke may, in its sole discretion, allocate its available 
supply among itself and all of its distributors and customers, including those 
not under contract, in an equitable manner.  Any deliveries suspended because 
of any such circumstance shall be cancelled without liability, but this 
Agreement shall otherwise remain unaffected.

      11.  ASSIGNMENT.  Distributor may not assign its rights or delegate 
its performance under this Agreement without the prior written consent of 
Westerbeke, and any attempted assignment or delegation without such consent 
shall be void.  The sale or other transfer of control of Distributor shall be 
deemed to be an assignment for purposes of this Section 11.

      12.  DISTRIBUTOR IS NOT AN AGENT.  This Agreement does not create the 
relation of principal and agent between Westerbeke and Distributor and under 
no circumstances is either party to be considered an agent of the other.  
Distributor buys and sells Westerbeke Products as an independent business 
enterprise for its own account.  Distributor has no authority either to bind 
Westerbeke to any obligation or to represent Westerbeke in any circumstances, 
and Distributor shall not so bind or represent Westerbeke.

      13.  TERMINATION OF AGREEMENT.  

          (a)  Either party may terminate this Agreement without cause on not 
less than ninety (90) days prior written notice.

          (b)  Either party may terminate this Agreement with immediate effect 
upon written notice for cause.  For purposes of this Section 13(b), "cause" 
shall be deemed to include any of (i) the failure of Distributor to pay any 
amount, or any portion thereof, outstanding to Westerbeke within ninety (90) 
days following any shipment to Distributor or such other time as the same 
shall have become due; (ii) the breach of any term of this Agreement on the 
part of Distributor; (iii) an attempt by Distributor to assign this Agreement 
or any right or obligation hereunder without Westerbeke's written consent; 
(iv) an assignment by Distributor of all or a substantial part of 
Distributor's assets for the benefit of creditors; (v) the insolvency of 
Distributor or of any member of Distributor if it is a partnership; (vi) the 
institution of voluntary or involuntary proceedings by or against Distributor 
in bankruptcy or under insolvency laws or for a receivership or for the 
dissolution of Distributor (if it is a corporation or a partnership); (vii) 
the death, incapacity, resignation, or other elimination of Distributor (if it 
is an individual), or of any partner in Distributor (if it is a partnership); 
(viii) any change in the ownership, control or operating management of 
Distributor, whether voluntary or involuntary; or (ix) the substantial 
discontinuance of Distributor's distribution and resale activities in the 
Area.  Distributor agrees to advise Westerbeke immediately in writing of the 
occurrence of any event specified in this paragraph.

          (c)  Notwithstanding any provisions of Sections 13(a) or (b) above 
to the contrary, Westerbeke reserves the right to terminate this Agreement 
with respect to any of the Westerbeke Products set forth on Schedule A at its 
sole election upon not less than 90 days prior written notice or with 
immediate effect upon written notice for cause (as such term is defined in 
Section 13(b) above).  In such event, Sections 14(a) and (b) below shall be 
deemed to apply only with respect to the termination of this Agreement with 
respect to such Westerbeke Products and Section 14(c) shall not apply.

      14.  EFFECTS OF TERMINATION.

          (a)  Westerbeke shall have the right to cancel wholly or partially 
any or all unshipped orders and requisitions accepted from Distributor prior 
to the date when notice of termination was given, and Westerbeke is not 
obliged to accept any orders or requisitions after such notice has been given.

          (b)  If, after the date notice of termination was given, Westerbeke 
accepts orders from Distributor or otherwise transacts business with 
Distributor related to the sale of Westerbeke Products, all such transactions 
will be governed by the same terms that this Agreement provides so far as 
those terms are applicable, but no such acceptance of orders or transaction of 
business shall be construed as a renewal of this Agreement or as a waiver of 
termination.

          (c)  Upon termination Distributor shall cease to use stationery or 
other printed matter identifying it as a Westerbeke Authorized Distributor, 
shall remove signs from the exterior and interior of any of its properties so 
identifying it, and shall take all necessary steps to change its listing in 
telephone directories and to do all other acts necessary to remove any 
identification as a Westerbeke Authorized Distributor.

          (d)  Distributor shall not be entitled to any payments in the nature 
of termination indemnities or damages upon termination of this Agreement for 
any reason whatsoever.

      15.  NON-COMPETITION; CONFIDENTIALITY.

          (a)  Distributor shall not, during the term of this Agreement, 
without the express written consent of Westerbeke, directly or indirectly 
engage, participate or invest in or assist, as owner, part-owner, shareholders 
or partner, or in any other capacity, (i) in any business organization within 
the Area whose activities or products are competitive with Westerbeke's 
activities or Westerbeke Products, or whose products are like or similar to 
the Westerbeke Products or perform or are designed to perform the same or a 
similar function to or which otherwise compete with any of the Westerbeke 
Products, or whose activities include, directly or indirectly, the design, 
manufacture, production, importation, sale or promotion of any products which 
are like or similar to the Westerbeke Products or which perform or are 
designed to perform the same or a similar function to or which otherwise 
compete with any of the Products, or (ii) in any such business organization 
whose activities engaged in or products distributed, marketed or sold within 
the Area are competitive with, are similar to or perform the same or similar 
function as any of the Westerbeke Products.  Distributor shall, further, not 
distribute, sell or promote on a wholesale or retail basis, any such 
competitive or similar products.

          (b)  Distributor shall, during the term of this Agreement and 
forever after any termination or expiration hereof, keep confidential and 
never disclose, divulge, use or distribute any proprietary or confidential 
information or rights or any trade secrets or technical information, regarding 
the Westerbeke Products or otherwise, divulged or made known to the 
Distributor by Westerbeke, except where, pursuant to the prior written consent 
of Westerbeke, such disclosure is necessary in order for Distributor to 
perform its duties hereunder.  The provisions of this Section 15(b) shall 
survive the expiration or termination of this Agreement.

      16.  LIMITED PURCHASE OF WESTERBEKE STOCK.  Distributor represents 
that it does not, as of the date hereof, directly or indirectly, own, hold or 
otherwise have a beneficial interest in more than 5% of the outstanding shares 
of common stock of Westerbeke, and agrees that it will not, at any time, 
directly or indirectly, purchase or otherwise acquire such shares if, after 
such purchase or acquisition, Distributor would, directly or indirectly, own, 
hold or otherwise have a beneficial interest in more than 5% of such shares, 
without the prior written consent of Westerbeke.

      17.  NOTICES.  All notices provided for in this Agreement shall be in 
writing and sent by registered or certified mail, return receipt requested, 
addressed, if to Distributor, to it at the address of Distributor stated in 
the opening paragraph of this Agreement and, if to Westerbeke, to it at Avon 
Industrial Park, Avon, Massachusetts 02322; provided, however, that by notice 
as specified in this paragraph either party may specify a different address 
for receiving notices under this Agreement.

      18.  WAIVER.  No act, delay, or omission by either party shall be 
deemed a waiver of any right, power, or remedy of such party unless such 
waiver is in writing, and then only to the extent set forth therein.  All 
remedies either under this Agreement or by law or otherwise afforded to any 
party shall be cumulative and not alternative.  No waiver of any provision, 
right, or remedy under this Agreement on any other occasion shall constitute a 
waiver of any other provision, right or remedy on any other occasion.

      19.  ENTIRE AGREEMENT.  This Agreement constitutes the entire 
understanding and agreement of and between the parties with respect to the 
subject matter hereof and supersedes all prior representations and agreements. 
It shall not be varied, amended, or modified by any oral agreement or 
representation or otherwise than by an instrument in writing on a subsequent 
date hereto duly executed by the parties.

      20.  TITLES.  The titles used in this Agreement are intended for 
convenience of reference only.  They are not intended and shall not be 
construed to be a substantive part of this Agreement or in any other way to 
affect the validity, construction, or effect of any of the provisions of this 
Agreement.

      21.  GOVERNING LAW; ARBITRATION.  This Agreement is made in and will 
be governed by and construed in all respects according to the laws of the 
Commonwealth of Massachusetts.  The parties agree that any legal action to 
resolve any dispute regarding the provisions of or otherwise arising out of 
this Agreement shall be referred to the American Arbitration Association to be 
settled by arbitration in the City of Boston, Massachusetts in accordance with 
the commercial arbitration rules of said Association.  The fees and expenses 
of the arbitrator shall be borne by that person or entity among the parties 
whose last offer of settlement of the claim differed by a greater amount from 
the arbitrator's award than did the last offer of settlement of the other 
party.  The determination of the arbitrator as to the amount, if any, of the 
claim which is properly allowable shall be conclusive and binding upon the 
parties hereto and judgment may be entered thereon in any court having 
jurisdiction thereof.  The provisions of this paragraph shall survive 
indefinitely the termination of this Agreement.

      22.  SEVERABILITY.  In the event that any one or more of the 
provisions contained in this Agreement shall be held to be in violation of or 
not enforceable because of any law, it is understood that such provision shall 
be deemed modified to the extent necessary to comply with such law or, if such 
modification would be impracticable, shall be deemed deleted and none of the 
other rights or obligations herein shall be prejudiced or rendered 
unenforceable by reason thereof.

      23.  SIGNATURE.  This Agreement becomes valid on being signed by 
Westerbeke and on being signed for Distributor by a duly authorized officer or 
executive of Distributor if a corporation, or by one of the general partners 
of Distributor if a partnership, or by Distributor if an individual.