EXHIBIT 4.1

                          SECURITIES PURCHASE AGREEMENT

      SECURITIES PURCHASE AGREEMENT (this  "AGREEMENT"),  dated as of April ___,
2006, by and among FEARLESS YACHTS,  LLC, a Missouri limited liability  company,
with  an  address  at  9  Gateway  Drive,  Collinsville,  Illinois  62234,  (the
"COMPANY"),  Robert Kornstein,  as Purchaser Designee (the "PURCHASER DESIGNEE")
and each of the  purchasers  set forth on SCHEDULE A hereto (each a "Purchaser,"
and  collectively,  the  "PURCHASERS").  (The Company,  the  Purchasers  and the
Purchaser Designee may sometimes be referred to herein individually as a "PARTY"
and collectively as the "PARTIES.")

                                    RECITALS:

      A. The Purchasers  desire to purchase and the Company desires to issue and
sell,  upon the terms and  conditions set forth in this Agreement (i) 10% Senior
Secured Promissory Notes of the Company,  in the form attached hereto as EXHIBIT
A, in the  aggregate  principal  amount  of Eight  Hundred  Thousand  ($800,000)
Dollars (each, a "PROMISSORY  NOTE" and collectively,  the "PROMISSORY  NOTES"),
and (ii)  Membership  Interest  Purchase  Warrants of the  Company,  in the form
attached  hereto as EXHIBIT B, to  purchase  such  indeterminate  percentage  of
membership  interests  (the  "INTERESTS")  of the Company  (the  "WARRANTS")  as
provided for in the Warrant,  upon the terms and subject to the  limitations and
conditions set forth in such Warrants; PROVIDED, HOWEVER, that the percentage of
Interests for which the Warrant is exercisable (the "WARRANT INTERESTS") and the
exercise  price shall be  determined  at the close of a private  offering of the
Company  resulting in gross proceeds to the Company of at least  $5,000,000 (the
"QUALIFIED OFFERING").

      B. Each Purchaser wishes to purchase, upon the terms and conditions stated
in this  Agreement,  such  principal  amount of  Promissory  Notes and amount of
Warrants  as is set forth  opposite  the name of such  Purchaser  on  SCHEDULE A
hereto.

      C. The  obligations of the Company under the  Promissory  Note will be (i)
secured  by a  perfected  security  interest  in and lien upon the assets of the
Company   pursuant  to  the  terms  of  a  Security   Agreement  (the  "SECURITY
AGREEMENT"),  in the form as attached  hereto as EXHIBIT C, (ii)  guaranteed  by
Gary R. Fears ("FEARS") pursuant to the terms of a guaranty (the "GUARANTY"), in
the form as attached  hereto as EXHIBIT D, (iii) further  secured by confessions
of judgment  executed by the Company (the "COMPANY  CONFESSION OF JUDGMENT") and
Fears (the  "FEARS  CONFESSION  OF  JUDGMENT"  and,  together  with the  Company
Confession of Judgment,  the "CONFESSIONS OF JUDGMENT") in the forms as attached
hereto as  EXHIBIT E and  EXHIBIT  F,  respectively,  and which  Confessions  of
Judgment  will be  deposited  into  escrow at the Closing  Date  pursuant to the
Escrow Agreement (as hereinafter defined).

      D.  Contemporaneous with the issuance and sale of the Promissory Notes and
Warrants to the Purchasers, (i) the Company and the Purchasers will enter into a
Registration Rights Agreement (the "REGISTRATION  RIGHTS Agreement") in the form
as annexed hereto as EXHIBIT G, (ii) the Company, the Purchaser Designee, Fears,
and Anthony G. Tumminello,  as escrow agent (the "ESCROW AGENT") will enter into
an escrow agreement in the form as attached hereto as EXHIBIT H, relating to the
Confessions  of  Judgment  (the  "ESCROW  AGREEMENT"  and,  together  with  this
Agreement,  the Promissory  Note, the Guaranty,  the Confessions of Judgment and
the  Security  Agreement,  are  collectively  referred  to herein as the "CREDIT
DOCUMENTS"  and,  the  Credit  Documents  together  with  the  Warrant  and  the
Registration Rights Agreement,  are collectively referred to as the "TRANSACTION
DOCUMENTS").

      E.  The  Purchasers  and the  Company  wish  to  hereby  designate  Robert
Kornstein,  or any other person  designated  in writing from time to time by the
Purchasers  holding a majority of the outstanding  principal and interest on the
Promissory  Notes to act on behalf of the Purchasers on all matters  relating to
the Credit Documents as Purchaser  Designee,  and to receive notice on behalf of
such Purchasers for such documents

      NOW THEREFORE,  the Company and each of the Purchasers  severally (and not
jointly) hereby agree as follows:

<PAGE>

      1. PURCHASE AND SALE OF PROMISSORY NOTES AND WARRANTS.

            a.  PURCHASE OF PROMISSORY  NOTES AND WARRANTS.  On the Closing Date
(as defined  below),  and subject to satisfaction by all parties (or waivers) to
the conditions for closing set forth herein, the Company shall issue and sell to
each Purchaser and each Purchaser  severally agrees to purchase from the Company
such principal amount of Promissory Notes and number of Warrants as is set forth
opposite their names on SCHEDULE A hereto.

            b. FORM OF PAYMENT.  On the Closing  Date (as  defined  below),  and
subject to satisfaction by all parties (or waiver) to the conditions for Closing
set forth herein,  each Purchaser shall pay a purchase price for each Promissory
Note and the  Warrants  to be issued and sold to it at the  Closing  (as defined
below)  in an  amount  equal to the  principal  amount  of the  Promissory  Note
purchased  by such  purchaser as is set forth  beside such  purchaser's  name on
SCHEDULE  A hereto  (the  "PURCHASE  PRICE")  by wire  transfer  of  immediately
available funds (or as otherwise mutually agreed) to the Company,  in accordance
with the Company's written wiring instructions.

            c.  CLOSING  DATE.  Subject to the  satisfaction  (or waiver) of the
conditions set forth in Section 5 and Section 6 below,  the date and time of the
issuance  and sale of the  Promissory  Notes and the  Warrants  pursuant to this
Agreement  (the "CLOSING  DATE") shall be April 15, 2006, or such other mutually
agreed upon time. The closing of the transactions contemplated by this Agreement
(the  "CLOSING")  shall occur on the Closing Date at the offices of Hodgson Russ
LLP, located at 60 East 42nd Street,  New York, New York 10165, or at such other
location as may be agreed to be the parties.

      2. PURCHASERS'  REPRESENTATIONS  AND WARRANTIES.  Each Purchaser severally
(and not  jointly)  represents  and  warrants to the  Company  solely as to such
Purchaser that:

            a. INVESTMENT PURPOSE. As of the date hereof (and in the case of the
Warrants,  the date of exercise  thereof),  each  Purchaser  is  purchasing  the
Promissory Notes, the Warrants and the Interests  issuable upon exercise thereof
(the  "WARRANT  INTERESTS"  and,  collectively  with the  Promissory  Notes  and
Warrants,  the  "SECURITIES"),  for its own account and not with a present  view
towards  the public  sale or  distribution  thereof,  except  pursuant  to sales
registered or exempted from  registration  under the  Securities Act of 1933, as
amended (the "1933 ACT"); PROVIDED,  HOWEVER, that by making the representations
herein,  the  Purchaser  does not  agree to hold any of the  Securities  for any
minimum  or other  specific  term and  reserves  the  right  to  dispose  of the
Securities  at any  time  in  accordance  with  or  pursuant  to a  registration
statement or an exemption under the 1933 Act.

            b.  ACCREDITED  INVESTOR  STATUS.  The  Purchaser is an  "accredited
investor" as that term is defined in Rule 501(a) of Regulation D (an "ACCREDITED
INVESTOR").

            c.  RELIANCE  ON  EXEMPTIONS.  The  Purchaser  understands  that the
Securities are being offered and sold to it in reliance upon specific exemptions
from the registration requirements of United States federal and state securities
laws and that the  Company is relying  upon the truth and  accuracy  of, and the
Purchaser's  compliance  with,  the  representations,   warranties,  agreements,
acknowledgments and understandings of the Purchaser set forth herein in order to
determine  the  availability  of  such  exemptions  and the  eligibility  of the
Purchaser to acquire the Securities.

            d.  INFORMATION.  The Purchaser and its advisors,  if any, have been
furnished with all materials  relating to the business,  finances and operations
of the Company and  materials  relating to the offer and sale of the  Securities
which have been  requested by the Purchaser or its  advisors.  The Purchaser and
its advisors, if any, have been afforded the opportunity to ask questions of the
Company.  Neither  such  inquiries  nor any  other due  diligence  investigation
conducted by Purchaser or any of its advisors or  representatives  shall modify,
amend or affect Purchaser's right to rely on the Company's  representations  and
warranties  contained in Section 3 below.  The  Purchaser  understands  that its
investment in the Securities involves a significant degree of risk.

            e.  EVALUATION  OF  RISKS.  The  Purchaser,  on its  own  and  after
conferring with its  professional  advisors and counsel,  has such knowledge and
experience in financial tax and business  matters as to be capable of evaluating
the  merits  and risks of,  and  bearing  the  economic  risks  entailed  by, an
investment in the Company and of


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<PAGE>

protecting  its interests in  connection  with this  transaction.  The Purchaser
recognizes that its investment in the Company involves a high degree of risk and
illiquidity.

            f. NO LEGAL ADVICE FROM THE COMPANY. The Purchaser acknowledges that
it  had  the   opportunity  to  review  this  Agreement  and  the   transactions
contemplated  by this  Agreement  with  his,  her or its own legal  counsel  and
investment and tax advisors. The Purchaser is relying solely on such counsel and
advisors and not on any statements or  representations  of the Company or any of
its  representatives  or agents for legal, tax or investment advice with respect
to this  investment,  the  transactions  contemplated  by this  Agreement or the
securities laws of any jurisdiction.

            g.  GOVERNMENTAL  REVIEW.  The Purchaser  understands that no United
States federal or state agency or any other  government or  governmental  agency
has passed  upon,  reviewed or made any  recommendation  or  endorsement  of the
Securities.

            h. TRANSFER OR RE-SALE. The Purchaser  understands that (i) the sale
or re-sale of the Securities has not been and is not being  registered under the
1933 Act or any applicable  state securities laws, and the Securities may not be
transferred  unless  (A)  the  Securities  are  sold  pursuant  to an  effective
registration  statement  under  the  1933  Act,  (B) the  Purchaser  shall  have
delivered  to the  Company  an  opinion  of  counsel  (which  opinion  shall  be
reasonably  acceptable  to  counsel  for the  Company)  to the  effect  that the
Securities to be sold or transferred  may be sold or transferred  pursuant to an
exemption from such registration,  (C) the Securities are sold or transferred to
an  "AFFILIATE"  (as  defined in Rule 144  promulgated  under the 1933 Act (or a
successor  rule) ("RULE  144")) of the Purchaser who agrees to sell or otherwise
transfer the Securities  only in accordance with this Section 2(h) and who is an
Accredited  Investor,  or (D) the Securities are sold pursuant to Rule 144; (ii)
any sale of such  Securities  made in  reliance  on Rule 144 may be made only in
accordance  with  the  terms  of said  Rule  and  further,  if said  Rule is not
applicable,  any re-sale of such  Securities  under  circumstances  in which the
seller  (or the  person  through  whom the sale is made)  may be deemed to be an
underwriter  (as that term is  defined in the 1933 Act) may  require  compliance
with some other exemption under the 1933 Act or the rules and regulations of the
SEC thereunder;  and (iii) neither the Company nor any other person is under any
obligation  to  register  such  Securities  under  the  1933  Act or  any  state
securities  laws or to comply  with the terms and  conditions  of any  exemption
thereunder other then as specifically provided for herein.

            i. LEGENDS. The Purchaser  understands that the Promissory Notes and
the Warrants and, until such time as the Warrant  Interests have been registered
under the 1933 Act, or  otherwise,  may be sold pursuant to Rule 144 without any
restriction as to the number of securities as of a particular date that can then
be immediately sold may bear a restrictive legend in substantially the following
form  (and  a  stop-transfer  order  may  be  placed  against  transfer  of  the
certificates for such Securities):

            "THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE
            NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933,
            AS AMENDED. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR
            SALE, PLEDGED, HYPOTHECATED, TRANSFERRED OR ASSIGNED IN
            THE ABSENCE OF AN EFFECTIVE  REGISTRATION STATEMENT FOR
            THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL
            REASONABLY    SATISFACTORY   TO   THE   COMPANY,   THAT
            REGISTRATION IS NOT REQUIRED UNDER SAID ACT."

      The legend set forth above shall be removed and the Company  shall issue a
certificate  without such legend to the holder of any Security  upon which it is
stamped, if, unless otherwise required by applicable state securities laws, such
Security is registered for sale under an effective  registration statement filed
under the 1933 Act or  otherwise  may be sold  pursuant  to Rule 144 without any
restriction as to the number of securities as of a particular date that can then
be immediately  sold.  The Purchaser  agrees to sell all  Securities,  including
those represented by a certificate(s) from which the legend has been removed, in
compliance with applicable prospectus delivery requirements, if any.

            j. AUTHORIZATION;  ENFORCEMENT. This Agreement, and all of the other
documents  executed by Purchaser  has been duly  executed and delivered by or on
behalf of the Purchaser, and each such agreement


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<PAGE>

constitutes  a valid and  binding  agreement  of the  Purchaser  enforceable  in
accordance with its terms. The Purchaser hereby appoints the Purchaser  Designee
to act on its behalf for all matters where consent of the Purchaser is required.

            k. RESIDENCY.  The Purchaser is a resident of the  jurisdiction  set
forth immediately below such Purchaser's name on the signature pages hereto.

      3.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY.  The Company represents
and warrants to each Purchaser that, as of the Closing Date:

            a.  ORGANIZATION  AND  QUALIFICATION.   The  Company  is  a  limited
liability  company duly organized,  validly  existing and in good standing under
the laws of the State of  Florida.  The Company is duly  qualified  as a foreign
limited  liability  company  to do  business  and is in good  standing  in every
jurisdiction  in which its  ownership  or use of  property  or the nature of the
business  conducted by it makes such  qualification  necessary  except where the
failure to be so qualified or in good standing would not have a Material Adverse
Effect.  "MATERIAL  ADVERSE  Effect"  means any material  adverse  effect on the
business,  operations,  assets, financial condition or prospects of the Company,
if any, taken as a whole, or on the transactions  contemplated  hereby or by the
agreements or instruments to be entered into in connection herewith.

            b.  AUTHORIZATION;  ENFORCEMENT.  (i) The Company has all  requisite
limited liability company power and authority to enter into and perform to terms
of this  Agreement,  and  Transaction  Documents to which it is a party,  and to
consummate  the  transactions  contemplated  hereby and thereby and to issue the
Securities,  in accordance with the terms hereof and thereof, (ii) the execution
and delivery of this Agreement, and Transaction Documents to which it is a party
by the  Company  and the  consummation  by it of the  transactions  contemplated
hereby and thereby (including without limitation, the issuance of the Promissory
Notes and the  Warrants and the  issuance  and  reservation  for issuance of the
Warrant Interests issuable upon exercise thereof) have been, or will be prior to
their  issuance,  duly  authorized by the Company's  [MANAGERS]  and, no further
consent or  authorization  of the Company,  its managers or members is required,
(iii) this  Agreement has been duly  executed and delivered by the Company,  and
(iv) this Agreement constitutes,  and upon execution and delivery by the Company
of the  Transaction  Documents  to which the  Company  is a party,  each of such
documents will constitute,  a legal, valid and binding obligation of the Company
enforceable  against  the  Company in  accordance  with its terms  except to the
extent  that  enforcement  thereof  may be  limited by  bankruptcy,  insolvency,
reorganization,   moratorium,   fraudulent  conveyance  or  other  similar  laws
affecting the enforcement of creditors' rights generally.

            c. CAPITALIZATION. The Company currently has 3 members which had one
class of Interest as set forth on SCHEDULE  3(C). All of the members are parties
to the Operating Agreement (as herein defined).  No membership  interests of the
Company  are subject to  preemptive  rights or any other  similar  rights of the
members of the Company or any liens or encumbrances  imposed through the actions
or failure to act of the Company.  Except as disclosed in SCHEDULE  3(C),  as of
the effective  date of this  Agreement,  (i) there are no  outstanding  options,
warrants,  scrip, rights to subscribe for, puts, calls, rights of first refusal,
agreements,  understandings,  claims  or  other  commitments  or  rights  of any
character  whatsoever  relating to, or securities or rights  convertible into or
exchangeable  for any membership  interests of the Company,  or  arrangements by
which the Company is or may become bound to issue Interests or other  Securities
of the  Company,  and  (ii)  there  are no  anti-dilution  or  price  adjustment
provisions  contained in any security issued by the Company (or in any agreement
providing rights to security  holders) that will be triggered by the issuance of
the  Promissory  Notes,  the  Warrants,  or Warrant  Interests.  The Company has
furnished to the Purchaser true and correct copies of the Company's  Articles of
Organization as in effect on the date hereof ("ARTICLES OF  ORGANIZATION"),  the
limited liability company operating agreement entered into among the Company and
its members as in effect on the date hereof (the "OPERATING AGREEMENT"), and the
terms of all securities  convertible  into or exercisable  for Interests and the
material rights of the holders thereof in respect thereto.

            d.  ISSUANCE OF INTERESTS.  The Warrant  Interests are (or shall be)
duly  authorized  and reserved for issuance and, upon exercise by a Purchaser of
the Warrants in  accordance  with their  respective  terms and  execution by the
Purchaser  of the  Operating  Agreement  (which  hereinafter  shall be deemed to
include any similar  shareholders  or other  agreement  that may be entered into
between the successors of the Company and the members), will, when issued, cause
the  Purchaser  to be duly  admitted  as a member  of the  Company  holding  the


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<PAGE>

percentage  of Interests as provided for in the  Operating  Agreement,  and free
from all  liens,  claims and  encumbrances  with  respect  to the issue  thereof
subject only to the terms of the Operating Agreement and shall not be subject to
preemptive  rights or other  similar  rights of members or equity  owners of the
Company and will not impose  personal  liability  upon the holder  thereof other
then tax  liabilities  that  may  accrue  to the  Purchaser  as a result  of the
allocation of profits to such Purchaser.

            e. NO CONFLICTS.  The  execution,  delivery and  performance  of the
Transaction  Documents to which the Company is a party and the  consummation  by
the Company of the  transactions  contemplated  hereby and  thereby  (including,
without  limitation,  the issuance and  reservation  for issuance of the Warrant
Interests)  will not (i) conflict with or result in a violation of any provision
of the  Articles of  Organization  or  Operating  Agreement,  or (ii) violate or
conflict  with,  or result  in a breach of any  provision  of, or  constitute  a
default (or an event  which with notice or lapse of time or both could  become a
default)  under,  or  give to  others  any  rights  of  termination,  amendment,
acceleration  or  cancellation  of, any  agreement,  indenture,  patent,  patent
license or  instrument  to which the  Company is a party,  or (iii)  result in a
violation of any law, rule,  regulation,  order,  judgment or decree  (including
federal  and  state  securities  laws and  regulations  and  regulations  of any
self-regulatory  organizations  to  which  the  Company  or its  securities  are
subject)  applicable  to the  Company or by which any  property  or asset of the
Company  or any of its  Subsidiaries  is  bound  or  affected  (except  for such
conflicts, defaults, terminations, amendments, accelerations,  cancellations and
violations  as would  not,  individually  or in the  aggregate,  have a Material
Adverse   Effect).   The  Company  is  not  in  violation  of  its  Articles  of
Organization,  Operating  Agreement or other  organizational  documents  and the
Company is not in default (and no event has occurred  which with notice or lapse
of time or both could put the Company in default) under, and the Company has not
taken any  action or failed to take any  action  that  would  give to others any
rights  of  termination,   amendment,   acceleration  or  cancellation  of,  any
agreement,  indenture or  instrument to which the Company is a party or by which
any property or assets of the Company is bound or affected,  except for possible
defaults as would not, individually or in the aggregate, have a Material Adverse
Effect.  Except as  specifically  contemplated by this Agreement and as required
under the 1933 Act and any applicable  state securities laws, the Company is not
required to obtain any consent, authorization or order of, or make any filing or
registration  with, any court,  governmental  agency,  regulatory  agency,  self
regulatory  organization  or stock  market or any third party in order for it to
execute,  deliver or perform any of its obligations  under this  Agreement,  the
Promissory Notes, the Security  Agreement or the Warrants in accordance with the
terms hereof or thereof or to issue and sell the  Promissory  Notes and Warrants
in  accordance  with the terms  hereof and to issue the Warrant  Interests  upon
exercise  of the  Warrants  and  execution  by the  Purchaser  of the  Operating
Agreement. All consents, authorizations, orders, filings and registrations which
the Company is required to obtain  pursuant to the preceding  sentence have been
obtained or effected on or prior to the date hereof.

            f.  ABSENCE  OF  LITIGATION.   There  is  no  action,  suit,  claim,
proceeding,  inquiry  or  investigation  before or by any court,  public  board,
government  agency,  self-regulatory  organization  or body  pending  or, to the
knowledge of the Company,  threatened  against or affecting the Company,  or its
officers or  directors  in their  capacity  as such,  that could have a Material
Adverse Effect.

            g.  NO  MATERIALLY  ADVERSE  CONTRACTS,  ETC.  To  the  best  of the
Company's  knowledge,  the Company is not subject to any  charter,  corporate or
other legal  restriction,  or any judgment,  decree,  order,  rule or regulation
which, to the knowledge of the Company, has or is expected in the future to have
a Material Adverse Effect.

            h. CERTAIN TRANSACTIONS.  Except for arm's length transactions or as
contemplated by the Operating Agreement or as disclosed in this Agreement,  none
of the managers,  officers,  or employees of the Company is presently a party to
any transaction with the Company (other than for services as employees, managers
and officers),  including any contract, agreement or other arrangement providing
for the  furnishing  of  services  to or by,  providing  for  rental  of real or
personal  property to or from,  or otherwise  requiring  payments to or from any
officer, manager or such employee.

            i.  DISCLOSURE.   To  the  best  of  the  Company's  knowledge,  all
information relating to or concerning the Company or any of its Subsidiaries set
forth in this Agreement and provided to the Purchasers  pursuant to Section 2(d)
hereof and otherwise in connection with the transactions  contemplated hereby is
true and  correct in all  material  respects  and the Company has not omitted to
state any material fact necessary in order to


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<PAGE>

make the statements made herein or therein,  in light of the circumstances under
which they were made, not misleading.

            j. ACKNOWLEDGMENT REGARDING PURCHASERS' PURCHASE OF SECURITIES.  The
Company  acknowledges  and agrees that the  Purchasers  are acting solely in the
capacity of arm's  length  purchasers  with  respect to this  Agreement  and the
transactions  contemplated  hereby.  The Company  further  acknowledges  that no
Purchaser  is acting as a financial  advisor or  fiduciary of the Company (or in
any  similar  capacity)  with  respect to this  Agreement  and the  transactions
contemplated  hereby and any  statement  made by any  Purchaser  or any of their
respective  representatives  or agents in connection with this Agreement and the
transactions contemplated hereby is not advice or a recommendation and is merely
incidental to the Purchasers' purchase of the Securities.

            k. NO  INTEGRATED  OFFERING.  Neither  the  Company,  nor any of its
affiliates,  nor any  person  acting on its or their  behalf,  has  directly  or
indirectly  made any offers or sales in any security or solicited  any offers to
buy any security under  circumstances that would require  registration under the
1933 Act of the issuance of the Securities to the Purchasers.

            l. BROKER'S AND FINDER'S FEES. Except as set forth on SCHEDULE 3(L),
no person is or will be  entitled  to, or will have any claim for,  a  broker's,
finder's,  investment  banker's,  financial  adviser's  or similar  fee from the
Company  in  connection  with this  Agreement  or any of the  other  Transaction
Documents or any of the transactions contemplated hereby or thereby.

            m. PERMITS;  COMPLIANCE. To the best of the Company's knowledge, the
Company is in possession of all franchises,  grants,  authorizations,  licenses,
permits, easements, variances, exemptions, consents, certificates, approvals and
orders  necessary to own,  lease and operate its  properties and to carry on its
business as it is now being conducted (collectively, the "COMPANY PERMITS"), and
there is no action  pending  or, to the  knowledge  of the  Company,  threatened
regarding  suspension or cancellation of any of the Company Permits. The Company
has not received any notification with respect to possible  conflicts,  defaults
or  violations  of  applicable  laws,  except for  notices  relating to possible
conflicts, defaults or violations, which conflicts, defaults or violations would
not have a Material Adverse Effect.

            n. TITLE TO PROPERTY.  The Company has good and marketable  title in
fee simple to all real  property and good and  marketable  title to all personal
property owned by them which is material to the business of the Company, in each
case free and clear of all liens,  encumbrances  and defects as would not have a
Material Adverse Effect.

            o.  INSURANCE.  The  Company  is insured  by  insurers  set forth on
SCHEDULE 3 (P).

            p.  FOREIGN  CORRUPT  PRACTICES.   To  the  best  of  the  Company's
knowledge,  neither  the  Company,  nor any  officer or Manager or other  person
acting on behalf of the Company  has,  in the course of his  actions  for, or on
behalf of, the Company, used any corporate funds for any unlawful  contribution,
gift,  entertainment or other unlawful expenses relating to political  activity;
made any  direct  or  indirect  unlawful  payment  to any  foreign  or  domestic
government  official  or  employee  from  corporate  funds;  violated  or  is in
violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as
amended, or made any bribe, rebate, payoff, influence payment, kickback or other
unlawful payment to any foreign or domestic government official or employee.

            q. NO INVESTMENT COMPANY.  The Company is not, and upon the issuance
and sale of the  Securities as  contemplated  by this  Agreement  will not be an
"investment  company" required to be registered under the Investment Company Act
of  1940  (an  "INVESTMENT  COMPANY").  The  Company  is  not  controlled  by an
Investment Company.

      4. COVENANTS.


                                       6
<PAGE>

            a. BEST EFFORTS. The parties shall use their best efforts to satisfy
timely each of the conditions  described in Section 5 and 6 of this Agreement as
applicable to them.

            b. FORM D; BLUE SKY LAWS.  The Company  agrees to file a Form D with
respect to the Securities as required  under  Regulation D and to provide a copy
thereof to each Purchaser  promptly after such filing.  The Company shall, on or
before the  Closing  Date,  take such  action as the  Company  shall  reasonably
determine is necessary to qualify the  Securities  for sale to the Purchasers at
the applicable closing pursuant to this Agreement under applicable securities or
"blue sky" laws of the states of the  United  States (or to obtain an  exemption
from such qualification), and shall provide evidence of any such action so taken
to each Purchaser on or prior to the Closing Date.

            c. USE OF PROCEEDS. The Company shall use the proceeds from the sale
of the  Promissory  Notes and the  Warrants  in the manner set forth in SCHEDULE
4(C) attached hereto and made a part hereof.

            d. FINANCIAL  INFORMATION.  For as long as the Promissory  Notes are
outstanding,  the Company  agrees to make  available to the  Purchasers  through
their  representative a copy of its annual financial  statements  within 90 days
after the end of each fiscal year.

            e.  RESERVATION  OF  INTERESTS.  The Company shall at all times have
authorized,  and reserved for the purpose of  issuance,  a sufficient  number of
Interests  to provide for the full  exercise  of the  outstanding  Warrants  and
issuance of the Warrant Interests in connection therewith (based on the Exercise
Price of the Warrants in effect from time to time).

            f.  COVENANTS  RELATING  TO  PROMISSORY  NOTE.  For so  long  as any
principal or interest is outstanding  on the Promissory  Notes the Company shall
not, without consent of the Purchaser  Designee or, if no Purchaser  Designee is
then  appointed,  then by consent of  holders of a majority  of the  outstanding
principal amount of Promissory Notes that will be outstanding  immediately after
the consummation of taking such action:

                  (i) effect a merger or consolidation  resulting in a Change of
      Control (as hereinafter defined).  The term "CHANGE OF CONTROL" shall mean
      any merger or  consolidation  or similar  transaction in which  securities
      possessing  more then fifty  percent  (50%) of the total  combined  voting
      power of the Company's outstanding  securities are transferred to a person
      or persons different from the persons holding those securities immediately
      prior to such  transaction,  whether or not the Company or a subsidiary is
      the surviving corporation;

                  (ii) sell,  transfer or otherwise  dispose of more than 25% of
      the  consolidated  assets of the Company  (computed either on the basis of
      book value, as determined in accordance with generally accepted accounting
      principles  consistently applied, or fair market value) in any transaction
      or series of related  transactions  outside of the ordinary  course of the
      Company's business consistent with past practice;

                  (iii) sell or transfer in any transaction or series of related
      transactions,  any of the Company's assets to any person or entity that is
      an Affiliate of the Company, other then a sale or transfer in the ordinary
      course of business;

                  (iv) declare or pay any  distribution or dividend,  in cash or
      otherwise on any of the Interests of the Company,  or redeem,  purchase or
      otherwise acquire any of its Interests now or hereafter outstanding;

                  (v) issue any notes or other  securities  with  preferences in
      seniority  or  payment  that are  superior  to the  rights  granted in the
      Promissory   Notes,   or  enter  into  any  other   transaction   or  make
      modifications  to the Company's  Operating  Agreement that  materially and
      adversely affects the Promissory Notes as a class;

                  (vi) issue to any Manager or member holding greater then 5% of
      the  Interests  any  Interests  or other  equity  securities  (other  then
      issuances in accordance with any currently existing warrants,


                                       7
<PAGE>

      options  or  derivative  securities),   options,   warrants,   convertible
      securities  or other  securities  of the Company  other than in accordance
      with a distribution,  stock-split,  reclassification  or reorganization in
      which  the  purchase  of  Interests   issuable   under  the  warrants  are
      appropriately adjusted. Notwithstanding the foregoing, the increase in any
      Manager's or member's  percentage of Interest  resulting from a redemption
      by the Company of  Interests of any member shall not be deemed an issuance
      of any  Interests or other  securities  in violation of this  subparagraph
      (vi);

                  (vii)  enter  into  any   transaction   with  any  Manager  or
      Affiliate, except for any arms-length employment agreements; and

                  (viii) incur any  indebtedness  other than (1) trade  payables
      incurred  in  the  ordinary  course  of  business  and  (2)  all  existing
      indebtedness   or  otherwise   resulting   from  existing   agreements  or
      obligations of the Company;

            PROVIDED,  HOWEVER,  that the Company may take any of the  foregoing
actions without the consent of the Purchaser Designee,  if contemporaneous  with
the  consummation  of such action,  the principal and interest on the Promissory
Notes are repaid in full; and PROVIDED FURTHER, that the Company may take any of
the actions set forth in subparagraphs (i), or (ii) above without the consent of
the Purchaser  Designee,  if, in addition to the foregoing  payment of principal
and interest,  the  obligations  of the Company with respect to the Warrants and
the Warrant Interests shall be assumed by any successor entity to the Company.

      5.  CONDITIONS TO THE COMPANY'S  OBLIGATION TO SELL. The obligation of the
Company  hereunder  to issue and sell the  Promissory  Notes and  Warrants  to a
Purchaser  at the  Closing  is  subject  to the  satisfaction,  at or before the
Closing Date of each of the following  conditions  thereto,  provided that these
conditions  are for the Company's  sole benefit and may be waived by the Company
at any time in its sole discretion:

            a. The  Purchasers  shall each have executed this  Agreement and any
other Transaction Documents to which it is a party and delivered the same to the
Company.

            b.  The  Purchasers  shall  have  delivered  the  Purchase  Price in
accordance  with Section  1(b) above such that the full  $800,000 in cleared and
available funds is in escrow.

            c. The  representations  and  warranties  of the  Purchasers  in the
Transaction Documents to which they are a party (including, for the avoidance of
doubt, all Credit Documents executed on their behalf), shall be true and correct
in all material  respects as of the date when made and as of the Closing Date as
though made at that time (except for  representations  and warranties that speak
as of a specific  date),  and the  applicable  Purchaser  shall have  performed,
satisfied and complied in all material  respects with the covenants,  agreements
and conditions required by this Transaction Documents to be performed, satisfied
or complied with by the applicable Purchaser at or prior to the Closing Date.

            d.  No  litigation,  statute,  rule,  regulation,  executive  order,
decree,  ruling or injunction shall have been enacted,  entered,  promulgated or
endorsed by or in any court or governmental  authority of competent jurisdiction
or  any   self-regulatory   organization   having  authority  over  the  matters
contemplated  hereby which prohibits the consummation of any of the transactions
contemplated by this Agreement.

      6. CONDITIONS TO EACH PURCHASER'S  OBLIGATION TO PURCHASE.  The obligation
of each Purchaser hereunder to purchase the Promissory Notes and Warrants at the
Closing is subject to the satisfaction, at or before the Closing Date of each of
the  following   conditions,   provided  that  these  conditions  are  for  such
Purchaser's  sole benefit and may be waived by such Purchaser at any time in its
sole discretion:

            a. The Company shall have executed this  Agreement and delivered the
same to the Purchaser.


                                       8
<PAGE>

            b. The Company shall have  delivered to such Purchaser duly executed
Promissory  Notes  (in  such  denominations  as the  Purchaser  shall  request),
Warrants and the  Registration  Rights Agreement in accordance with Section 1(b)
above.

            c. The Company  shall have  executed and  delivered to the Purchaser
Designee the Security Agreement.

            d.  The  Company  shall  have  executed  the  Escrow  Agreement  and
delivered  the  same  to the  Escrow  Agent  along  with  the  executed  Company
Confession of Judgment.

            e. Gary M. Fears shall have  executed and delivered to the Purchaser
Designee the Guaranty.

            f. Gary M. Fears shall have  executed  and  delivered  to the Escrow
Agent the Escrow Agreement and the executed Fears Confession of Judgment.

            g. The  representations  and warranties of the Company shall be true
and  correct  in all  material  respects  as of the date when made and as of the
Closing  Date as  though  made at such  time  (except  for  representations  and
warranties  that  speak  as of a  specific  date)  and the  Company  shall  have
performed,  satisfied and complied in all material  respects with the covenants,
agreements and conditions required by this Agreement to be performed,  satisfied
or complied with by the Company at or prior to the Closing  Date.  The Purchaser
shall have received a certificate or certificates,  executed by a Manager of the
Company, executed on behalf of the Company, dated as of the Closing Date, to the
foregoing effect and as to such other matters as may be reasonably  requested by
such Purchaser.

            h.  No  litigation,  statute,  rule,  regulation,  executive  order,
decree,  ruling or injunction shall have been enacted,  entered,  promulgated or
endorsed by or in any court or governmental  authority of competent jurisdiction
or  any   self-regulatory   organization   having  authority  over  the  matters
contemplated  hereby which prohibits the consummation of any of the transactions
contemplated by this Agreement.

      7. GOVERNING LAW; MISCELLANEOUS.

            a. GOVERNING LAW. THIS AGREEMENT SHALL BE ENFORCED,  GOVERNED BY AND
CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK  APPLICABLE  TO
AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITH SUCH STATE,  WITHOUT REGARD TO
THE  PRINCIPLES  OF CONFLICT OF LAWS.  THE PARTIES  HERETO  HEREBY SUBMIT TO THE
EXCLUSIVE  JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED IN NEW YORK,
NEW  YORK  WITH  RESPECT  TO ANY  DISPUTE  ARISING  UNDER  THIS  AGREEMENT,  THE
AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH OR THE TRANSACTIONS  CONTEMPLATED
HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT
FORUM TO THE  MAINTENANCE OF SUCH SUIT OR PROCEEDING.  THE PARTIES FURTHER AGREE
THAT  SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED
IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR
PROCEEDING. NOTHING HEREIN SHALL AFFECT EITHER PARTY'S RIGHT TO SERVE PROCESS IN
ANY  OTHER  MANNER   PERMITTED  BY  LAW.   BOTH  PARTIES   AGREE  THAT  A  FINAL
NON-APPEALABLE  JUDGMENT IN ANY SUCH SUIT OR PROCEEDING  SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN OTHER  JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER
LAWFUL  MANNER.  THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE  ARISING  UNDER
THIS  AGREEMENT  SHALL  BE  RESPONSIBLE  FOR ALL FEES  AND  EXPENSES,  INCLUDING
ATTORNEYS'  FEES,  INCURRED  BY THE  PREVAILING  PARTY IN  CONNECTION  WITH SUCH
DISPUTE.

            b.  COUNTERPARTS;  SIGNATURES  BY FACSIMILE.  This  Agreement may be
executed in one or more counterparts,  each of which shall be deemed an original
but all of which shall  constitute  one and the same  agreement and shall become
effective when  counterparts have been signed by each party and delivered to the
other party.  This Agreement,  once executed by a party, may be delivered to the
other party hereto by facsimile transmission of a copy of this Agreement bearing
the signature of the party so delivering this Agreement.


                                       9
<PAGE>

            c. HEADINGS.  The headings of this Agreement are for  convenience of
reference only and shall not form part of, or affect the interpretation of, this
Agreement.

            d.  SEVERABILITY.  In the event that any provision of this Agreement
is invalid or enforceable under any applicable statute or rule of law, then such
provision  shall  be  deemed  inoperative  to the  extent  that it may  conflict
therewith  and shall be deemed  modified to conform with such statute or rule of
law. Any provision hereof which may prove invalid or unenforceable under any law
shall not affect the validity or enforceability of any other provision hereof.

            e. ENTIRE AGREEMENT;  AMENDMENTS. This Agreement and the instruments
referenced  herein contain the entire  understanding of the parties with respect
to the matters covered herein and therein and, except as specifically  set forth
herein or  therein,  neither  the Company  nor the  Purchaser  or the  Purchaser
Designee  makes any  representation,  warranty,  covenant  or  undertaking  with
respect to such matters. No provision of this Agreement may be waived or amended
other than by an instrument in writing  signed by the Company and the Purchasers
Designee.

            f. NOTICES.  Any notices required or permitted to be given under the
terms of this  Agreement  shall be sent by certified or registered  mail (return
receipt requested) or delivered personally or by courier (including a recognized
overnight  delivery  service) or by facsimile  and shall be effective  five days
after being placed in the mail, if mailed by regular United States mail, or upon
receipt, if delivered personally or by courier (including a recognized overnight
delivery  service)  or by  facsimile,  in each case  addressed  to a party.  The
addresses for such communications shall be:

                  If to the Company:

                           Fearless Yachts, LLC
                           9 Gateway Drive
                           Collinsville, Illinois 01803
                           Attn.: Gary R. Fears
                           Tel.: (800) 495-0711
                           Fax: (618) 346-9022

                  With copy to:

                           Hodgson Russ LLP
                           60 East 42nd St., 37th Floor
                           New York, New York 10022
                           Attn.: Jeffrey A. Rinde, Esq.
                           Tel.: (212) 661-3535
                           Fax.: (212) 972-1677

                  If to a Purchaser:

                           To the address set forth beside such Purchaser's name
                           on  SCHEDULE A hereto,  with a copy to the  Purchaser
                           Designee  to the  address  set  forth on  SCHEDULE  A
                           hereto.

      Each  party  shall  provide  notice  to the other  party of any  change in
address.

            g. SUCCESSORS AND ASSIGNS.  This Agreement shall be binding upon and
inure  to  the  benefit  of  the  parties  and  their  successors  and  assigns.
Notwithstanding the foregoing, subject to Section 2(h), any Purchaser may assign
its  rights  hereunder  to any person  that  purchases  Securities  in a private
transaction from a Purchaser or to any of its  "AFFILIATES"  without the consent
of the Company,  provided that such person duly executes this  Agreement and the
other documents that the assigning Purchaser is required to execute.


                                       10
<PAGE>

            h. THIRD PARTY  BENEFICIARIES.  This  Agreement  is intended for the
benefit of the parties  hereto and their  respective  permitted  successors  and
assigns, and is not for the benefit of, nor may any provision hereof be enforced
by, any other person.

            i. SURVIVAL.  The  representations and warranties of the Company and
the agreements and covenants set forth in Sections 3, 4, and 7 shall survive the
Closing hereunder  notwithstanding any due diligence  investigation conducted by
or on behalf of the Purchasers.

            j. PUBLICITY.  Except as may be required by applicable law,  neither
the Purchasers nor the Purchaser Designee may issue a publicity or press release
or  announcement  or  otherwise  make  any  public  disclosure  concerning  this
Agreement,   any  of  the  other  Transaction   Documents  or  the  transactions
contemplated hereby or thereby, without prior written approval by the Company.

            k. FURTHER ASSURANCES.  Each party shall do and perform, or cause to
be done and performed,  all such further acts and things,  and shall execute and
deliver all such other agreements,  certificates,  instruments and documents, as
the other  party may  reasonably  request  in order to carry out the  intent and
accomplish  the  purposes  of  this  Agreement  and  the   consummation  of  the
transactions contemplated hereby.

            l. NO STRICT CONSTRUCTION.  The language used in this Agreement will
be deemed to be the  language  chosen by the  parties  to express  their  mutual
intent, and no rules of strict construction will be applied against any party.

            m.  REMEDIES.  The Company  acknowledges  that a breach by it of its
obligations hereunder will cause irreparable harm to the Purchasers by vitiating
the intent and purpose of the transaction contemplated hereby. Accordingly,  the
Company  acknowledges  that the  remedy at law for a breach  of its  obligations
under this Agreement will be inadequate and agrees,  in the event of a breach or
threatened  breach by the Company of the provisions of this Agreement,  that the
Purchaser  Representative,  on behalf of the  Purchasers  shall be entitled,  in
addition to all other available remedies at law or in equity, and in addition to
the penalties  assessable  herein, to an injunction or injunctions  restraining,
preventing or curing any breach of this  Agreement  and to enforce  specifically
the terms and provisions hereof,  without the necessity of showing economic loss
and without any bond or other security being  required.  Purchasers  acknowledge
that Purchaser  Representative is solely responsible for all actions taken by it
on behalf of the  Purchasers  and  Purchaser's  sole remedy with  respect to any
losses  or  damages   sustained   by   Purchaser   as  a  result  of   Purchaser
Representative's  actions or failure to timely  act,  shall be limited to claims
against Purchaser Representative.

      n.  EXPENSES/APPOINTMENT  OF PURCHASER DESIGNEE.  The Company shall pay an
aggregate of up to Twenty - Five Thousand Dollars ($25,000) of the out-of-pocket
costs and expenses  incurred by the Purchaser  Designee in  connection  with the
Transaction  Documents  and the  transactions  contemplated  hereby and thereby,
including  without  limitation,   the  fees  and  expenses  of  counsel  to  the
Purchasers,  the out-of-pocket  expenses incurred in connection with Purchaser's
due diligence  investigation of the Company (including fees of any consultants),
and  travel  and other  out-of-pocket  expenses  of  Purchaser  relating  to the
transactions contemplated by this Agreement and the other Transaction Documents.
The Purchasers each hereby irrevocably appoint Robert Kornstein as the Purchaser
Designee,  as  representative  and  attorney-in-fact  of such  Purchaser for the
purposes  specified in this  Agreement and under the Credit  Documents.  Without
prior notice to any Purchaser, the Purchaser Designee shall have full, exclusive
and irrevocable  authority on behalf of each of the Purchasers to (a) receive on
each  Purchaser's  behalf the documents and  instruments  to be delivered at the
Closing pursuant to this Agreement;  (b) waive any condition, or right to any of
the Credit Documents which is of general  applicability to all Purchasers to the
obligation of Purchaser  under this Agreement;  (c) modify,  amend or supplement
this  Agreement  or any of  the  Credit  Documents,  unless  such  modification,
amendment or supplement would have a disproportionate material adverse effect on
any  particular  Purchaser  as  compared to all  Purchasers;  (d) take any other
action  in  connection  with  this  Agreement,  the  Credit  Documents  and  the
transactions   contemplated   hereby,   unless   such   action   would   have  a
disproportionate material adverse effect on any particular Purchaser as compared
to all  Purchasers;  and (e) execute and deliver any document or  instrument  in
furtherance of Credit Documents that are deemed by the Purchaser  Designee to be
necessary  or  desirable  in the  exercise  of his  authority,  but in all other
respects as  attorney-in-fact  and agent on behalf of Purchasers with respect to
any  matter  relating  to the  Credit  Documents  or  enforcement  thereof.  The
foregoing   authorization   is  granted  and  conferred  by  the  Purchasers  in
consideration of the grant of such


                                       11
<PAGE>

authorization  by each of the Purchasers and in  consideration of the agreements
and covenants of the Company  contained  herein. In consideration of, and except
as provided  by, the  foregoing,  this  authorization  granted to the  Purchaser
Designee shall be absolute and unconditional and shall only be terminated by the
Purchasers  upon  written  consent  of  Purchaser's  holding a  majority  of the
outstanding  principal amount of Promissory Notes. The Purchaser  Designee shall
also act as the  Lender's  Agent as defined  in the  Collateral  Documents.  The
Purchaser Designee may resign or may be replaced from time to time by consent of
holders of the majority of outstanding  principal and interest on the Promissory
Notes.  The Company shall be entitled to rely on the acts of Purchaser  Designee
on all matters without further investigation. In the event no Purchaser Designee
is appointed then all actions requiring consent of Purchaser Designee shall only
require  consent of a majority of  outstanding  principal  amount of  Promissory
Notes.


                                       12
<PAGE>

      IN WITNESS WHEREOF, the undersigned Purchasers and the Company have caused
this Agreement to be duly executed as of the date first above written.

                                            FEARLESS YACHTS, LLC


                                            By:
                                                --------------------------------
                                                Name: Gary R. Fears, Manager

                                            PURCHASER DESIGNEE:


                                            ------------------------------------
                                            Robert Kornstein

                                            PURCHASERS: [SIGNATURE PAGES FOLLOW]


                                       13
<PAGE>

                            PURCHASER SIGNATURE PAGE

      The undersigned Purchaser has read the Securities Purchase Agreement dated
as of April __, 2006 and acknowledges that execution of this Purchaser Signature
Page shall constitute the undersigned's execution of such agreement.

      I hereby subscribe for an aggregate of $_________ Promissory Notes and
Warrants hereby deliver good funds with respect to this subscription for the
Securities.

      I am a resident of the State of __________________.


--------------------------------------------------------------------------------
   PLEASE PRINT ABOVE THE EXACT NAME(S) IN WHICH THE SECURITIES ARE TO BE HELD

My address is:
                ----------------------------------------------------------------

                ----------------------------------------------------------------

                ----------------------------------------------------------------


                                       14
<PAGE>

      I acknowledge that the offering of the Securities is subject to the
Federal securities laws of the United States and state securities laws of those
states in which the Securities are offered, and that, pursuant to the U.S.
Federal securities laws and state securities laws, the Securities may be
purchased by persons who come within the definition of an "ACCREDITED INVESTOR"
as that term is defined in Rule 501(a) of Regulation D promulgated under the
Securities Act ("REGULATION D").

      By initialing one of the categories below, I represent and warrant that I
come within the category so initialed and have truthfully set forth the factual
basis or reason I come within that category. All information in response to this
paragraph will be kept strictly confidential. I agree to furnish any additional
information that the Company deems necessary in order to verify the answers set
forth below.

NOTE: YOU MUST EITHER INITIAL THAT AT LEAST ONE CATEGORY.

INDIVIDUAL PURCHASER:
(A PURCHASER WHO IS AN INDIVIDUAL MAY INITIAL EITHER CATEGORY I, II, OR III)

Category I    ______       I am a director or executive officer of the Company.

Category II   ______       I am an individual (not a partnership, corporation,
                           etc.) whose individual net worth, or joint net worth
                           with my spouse, presently exceeds $1,000,000.

                           EXPLANATION. In calculation of net worth, you may
                           include equity in personal property and real estate,
                           including your principal residence, cash, short term
                           investments, stocks and securities. Equity in
                           personal property and real estate should be based on
                           the fair market value of such property less debt
                           secured by such property.

Category III  ______       I am an individual (not a partnership, corporation,
                           etc.) who had an individual income in excess of
                           $200,000 in 2004 and 2005, or joint income with my
                           spouse in excess of $300,000 in 2004 and 2005, and I
                           have a reasonable expectation of reaching the same
                           income level in 2006.


                                       15
<PAGE>

ENTITY PURCHASERS:

(A PURCHASER WHICH IS A CORPORATION, LIMITED LIABILITY COMPANY, PARTNERSHIP,
TRUST, OR OTHER ENTITY MAY INITIAL EITHER CATEGORY IV, V, VI, VII OR VIII)

Category IV   ______       The Purchaser is an entity in which all of the equity
                           owners are "ACCREDITED INVESTORS" as defined in Rule
                           501(a) of Regulation D. IF RELYING UPON THIS CATEGORY
                           ALONE, EACH EQUITY OWNER MUST COMPLETE A SEPARATE
                           COPY OF THIS AGREEMENT.

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________
                                            (describe entity)

Category V    ______       The Purchaser is a trust, with total assets in excess
                           of $5,000,000, not formed for the specific purpose of
                           acquiring the Securities offered, whose purchase is
                           directed by a "SOPHISTICATED PERSON" as described in
                           Rule 506(b)(2)(ii) of Regulation D.

Category VI   ______       The Purchaser is an organization described in Section
                           501(c)(3) of the Internal Revenue Code, corporation,
                           Massachusetts or similar business trust, or
                           partnership, not formed for the specific purpose of
                           acquiring the Securities, with total assets in excess
                           of $5,000,000.

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________
                                            (describe entity)

Category VII  ______       The Purchaser is a private business development
                           company as defined in Section 202(a)(22) of the
                           Investment Advisers Act of 1940.

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________
                                            (describe entity)

            Executed this _____ day of __________, 2006 at ________________,
______________.

                                   SIGNATURES

                                   INDIVIDUAL

                                            ------------------------------------
                                            Name

------------------------------------        ------------------------------------


                                       16
<PAGE>

Signature (Individual)                      Street address

                                            Address to Which Correspondence
                                            Should be Directed


------------------------------------        ------------------------------------
Signature (All record holders should        City, State and Zip Code
sign)


------------------------------------        ------------------------------------
Name(s) Typed or Printed                    Tax Identification or Social
                                            Security Number
                                            (   )
                                            ------------------------------------
                                            Telephone Number

------------------------------------
Name(s) Typed or Printed (All
recorded holders should sign)


                                       17
<PAGE>

                 CORPORATION, PARTNERSHIP, TRUST ENTITY OR OTHER

                                            Address to Which Correspondence
                                            Should be Directed:


------------------------------------        ------------------------------------
Type of Entity (i.e., corporation,          Street Address
partnership, etc.)


By:
    --------------------------------        ------------------------------------
    *Signature                              Tax Identification or Social
                                            Security Number


------------------------------------        ------------------------------------
State of Formation of Entity                City, State and Zip Code


------------------------------------
Name Typed or Printed

Its:                                        (   )
    --------------------------------        ------------------------------------
    Title                                   Telephone Number

*If Promissory Notes and Warrants are being subscribed for by an entity, the
Certificate of Signatory must also be completed.


                                       18
<PAGE>

                            CERTIFICATE OF SIGNATORY

      To be completed if Securities are being subscribed for by an entity.

      I,__________________________________, am the ___________________________
of ___________________________________________________ (the "Entity").

      I certify that I am empowered and duly authorized by the Entity to execute
and carry out the terms of the Securities Purchase Agreement and to purchase and
hold the Securities. The Securities Purchase Agreement has been duly and validly
executed on behalf of the Entity and constitutes a legal and binding obligation
of the Entity.

      IN WITNESS WHEREOF, I have hereto set my hand this ______ day of April,
2006.


                                            ------------------------------------
                                                         Signature


                                       19
<PAGE>

ACCEPTANCE

AGREED AND ACCEPTED:

FEARLESS YACHTS, LLC.


By:
    --------------------------------
    Gary R. Fears
    Manager

Date: April__, 2006


                                       20
<PAGE>

                         LIST OF SCHEDULES AND EXHIBITS

SCHEDULE A - LIST OF PURCHASERS

SCHEDULE 3(C) - OUTSTANDING SECURITIES AND OPTIONS

SCHEDULE 3(P) - INSURANCE

SCHEDULE 4(C) - USE OF PROCEEDS

EXHIBIT A - 10% SENIOR SECURED PROMISSORY NOTE

EXHIBIT B - MEMBERSHIP INTEREST PURCHASE WARRANTS

EXHIBIT C - SECURITY AGREEMENT

EXHIBIT D - GUARANTY

EXHIBIT E - FEARS CONFESSION OF JUDGMENT

EXHIBIT F - CONFESSIONS OF JUDGMENT

EXHIBIT G - REGISTRATION RIGHTS AGREEMENT

EXHIBIT H - ESCROW AGREEMENT

<PAGE>

                         SCHEDULE A - LIST OF PURCHASERS


                                       22
<PAGE>

               SCHEDULE 3(C) - OUTSTANDING SECURITIES AND OPTIONS


                                       23
<PAGE>

                            SCHEDULE 3(P) - INSURANCE


                                       24
<PAGE>

                         SCHEDULE 4(C) - USE OF PROCEEDS


                                       25