EXHIBIT 4.4

                          REGISTRATION RIGHTS AGREEMENT

      This  Registration  Rights Agreement (the "AGREEMENT") is made and entered
into as of this ___ day of  April,  2006 by and among  Fearless  Yachts  LLC,  a
Florida limited  liability  company (the "COMPANY"),  and the "Holders" named on
SCHEDULE A hereto.  Capitalized terms used herein and not otherwise defined have
the respective  meanings  ascribed thereto in that certain  Securities  Purchase
Agreement, dated as of the date hereof (as may be amended from time to time, the
"SECURITIES PURCHASE AGREEMENT"), by and among the Company, a Purchaser Designee
and the Purchasers.

      The parties hereby agree as follows:

      1. CERTAIN DEFINITIONS.

      As used in this  Agreement,  the following  terms shall have the following
meanings:

      "INTERESTS" shall mean the Company's limited liability company  membership
interests,  and any  securities  into  which  such  shares  may  hereinafter  be
reclassified,  or any securities of any successor entity to the Company issuable
in exchange for the Interests.

      "INVESTORS" shall mean any holder of Registrable  Securities who agrees in
writing to be bound by the provisions of this Agreement.

      "PROSPECTUS"  shall mean (i) the prospectus  included in any  Registration
Statement, as amended or supplemented by any prospectus supplement, with respect
to the  terms of the  offering  of any  portion  of the  Registrable  Securities
covered  by  such  Registration  Statement  and  by  all  other  amendments  and
supplements  to the  prospectus,  including  post-effective  amendments  and all
material  incorporated  by  reference  in such  prospectus,  and (ii) any  "free
writing prospectus" as defined in Rule 163 under the 1933 Act..

      "REGISTER,"  "REGISTERED" and "REGISTRATION"  refer to a registration made
by  preparing  and  filing a  Registration  Statement  or  similar  document  in
compliance with the 1933 Act (as defined below), and the declaration or ordering
of effectiveness of such Registration Statement or document.

      "REGISTRABLE  SECURITIES"  shall  mean  (i) the  Interests  issuable  upon
exercise of the Warrants  issued pursuant to the Securities  Purchase  Agreement
and (ii) any other  securities  issued or issuable in exchange  for  Registrable
Securities;  provided,  that a security shall cease to be a Registrable Security
upon (A) the sale of such security pursuant to a Registration  Statement or Rule
144 or 144A under the 1933 Act, or (B) such security  becoming eligible for sale
by the Investor pursuant to Rule 144(k).

      "REGISTRATION  STATEMENT"  shall mean any  registration  statement  of the
Company  filed  under  the  1933  Act  that  covers  the  resale  of  any of the
Registrable Securities pursuant to the provisions of this Agreement,  amendments
and  supplements  to  such  Registration  Statement,   including  post-effective
amendments,  all  exhibits and all  material  incorporated  by reference in such
Registration Statement.

      "REQUIRED  INVESTORS"  means  the  Investors  holding  a  majority  of the
Registrable Securities.

      2. REGISTRATION.

            (a) PIGGYBACK REGISTRATIONS.

                  (i) RIGHT TO INCLUDE REGISTRABLE SECURITIES. If the Company at
any time  proposes to register  its  Interests  under the 1993 Act (other than a
registration on Form S-4 or S-8 or any successor or other forms  promulgated for
similar  purposes),  whether or not such registration shall be intended for sale
for its own  account,  pursuant  to a  registration  statement  on  which  it is
permissible to register Registrable Securities for sale to the public

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under the 1933 Act, it will give written  notice of its  intention to do so, and
of such Investor's  rights under this Section 2, to all Investor at least thirty
(30) days prior to each such filing of any registration statement under the 1933
Act. Upon the written  request of any such Investor made within twenty (20) days
after  the  receipt  of  any  such  notice  (which  request  shall  specify  the
Registrable  Securities intended to be disposed of by such Holder),  the Company
will use its  commercially  reasonable  best efforts to effect the  registration
under the 1933 Act of all Registrable  Securities  which the Company has been so
requested  to register by the  Investors;  PROVIDED,  THAT,  (1) if, at any time
after giving  written  notice of its  intention to register any  securities  and
prior to the effective date of the  registration  statement  filed in connection
with such  registration,  the  Company  shall  determine  for any  reason not to
proceed with the proposed  registration  of the securities to be sold by it, the
Company may, at its election,  give written notice of such determination to each
Investor  and,  thereupon,  shall be relieved of its  obligation to register any
Registrable  Securities in connection with such  registration  (but not from its
obligation to pay the registration expenses in connection therewith), and (2) if
such registration involves an underwritten offering, all Investors requesting to
be included in the Company's registration may be required by the Company to sell
their Registrable  Securities,  as the case may be, to the underwriters selected
by the Company on the same terms and  conditions  as apply to the Company,  with
such differences,  including any with respect to  indemnification  and liability
insurance,  as may be customary or appropriate in combined primary and secondary
offerings. If a registration requested pursuant to this Section 2(a)(i) involves
an underwritten  public offering,  any Investor holding  Registrable  Securities
requesting to be included in such registration  shall have the right to withdraw
its request by giving  written  notice  thereof at least three (3) days prior to
the filing of the registration statement.

                  (ii) PRIORITY IN INCIDENTAL  REGISTRATION.  If a  registration
pursuant to this  Section 2 involves an  underwritten  offering and the managing
underwriter advised the Company in writing that, in its good faith opinion,  the
amount  of  securities  requested  to be  included  in  such  registration  (the
"REQUESTED REGISTRABLE SECURITIES") exceeds the amount which can be sole in such
offering,  so as to be likely to have a material adverse effect on such offering
as  contemplated  by the  Company  (including  the  price at which  the  Company
proposed  to sell  such  securities),  then the  Company  will  include  in such
registration  the following  securities (the "ACTUAL  REGISTRABLE  SECURITIES"):
FIRST,  all securities  proposed by the Company to be sold for the Company's own
account;  SECOND, the amount of Registrable  Securities requested to be included
in such  registration by the Investors  which, in the good faith opinion of such
managing  underwriter can be sold without  causing a material  adverse effect on
the  offering,  with  such  amount of  Registrable  Securities  to be  equitably
allocated on a percentage Pro Rata Basis (as defined below; THIRD, any amount of
other securities ("OTHER  SECURITIES") of the Company held by all other security
holders ("OTHER HOLDERS") which the Company has agreed to register which, in the
good faith opinion of such managing  underwriter,  can be sold without causing a
material adverse effect on the offering, with such amount of Other Securities to
be  allocated  PRO RATA among such  Other  Holders on the basis of the  relative
number of shares of Other  Securities  owned by such  Other  Holders.  "PRO RATA
BASIS"  shall mean that in the event the  underwriter  causes a  reduction  in a
particular  series  of  Requested  Registrable  Securities,  the  number of such
Registrable  Securities included in the registration for each Purchaser shall be
reduced  by  an  equal  percentage  of  their  respective  applicable  Requested
Registrable Securities.

            (b)  EXPENSES.   The  Company  will  pay  all  reasonable   expenses
associated  with each  registration,  including  filing and printing  fees,  the
Company's  counsel and  accounting  fees and  expenses,  costs  associated  with
clearing the Registrable  Securities for sale under  applicable state securities
laws  and  listing  fees,  but  excluding   discounts,   commissions,   fees  of
underwriters,  selling brokers,  dealer managers or similar securities  industry
professionals with respect to the Registrable Securities being sold.

            (c) EFFECTIVENESS.

                  (i) The Company  shall  notify the  Investors  by facsimile or
e-mail as promptly as practicable,  and in any event,  within  forty-eight  (48)
hours, after any Registration  Statement registering such Investor's Registrable
Securities  is  declared  effective  and shall  simultaneously  provide the said
Investors  with copies of any related  Prospectus to be used in connection  with
the sale or other disposition of the securities covered thereby.

                  (ii)  The  Company  may  delay  the   disclosure  of  material
non-public  information  concerning  the Company,  by suspending  the use of any
Prospectus included in any registration  contemplated by this


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<PAGE>

Section containing such information, the disclosure of which at the time is not,
in the good faith opinion of the Company,  in the best  interests of the Company
(an "ALLOWED DELAY");  provided,  that the Company shall promptly (a) notify the
Investors  in writing of the  existence  of (but in no event,  without the prior
written consent of an Investor,  shall the Company disclose to such Investor any
of the facts or circumstances  regarding) material non-public information giving
rise to an Allowed Delay, (b) advise the Investors in writing to cease all sales
under the Registration  Statement until the end of the Allowed Delay and (c) use
commercially  reasonable  efforts to terminate  an Allowed  Delay as promptly as
practicable.

      3. COMPANY OBLIGATIONS. If and whenever the Company is required to use its
commercially  reasonable  efforts to effect the  registration of the Registrable
Securities  in  accordance  with  the  terms  hereof  (and  presuming  that  the
Registration  Statement is not withdrawn or terminated as provided herein),  and
pursuant thereto the Company will, as expeditiously as possible:

            (a) use commercially  reasonable  efforts to cause such Registration
Statement to become effective and to remain continuously  effective for a period
that will  terminate  upon the earlier of (i) the date on which all  Registrable
Securities covered by such Registration  Statement as amended from time to time,
have been sold, and (ii) the date on which all Registrable Securities covered by
such Registration  Statement would no longer be denied  Registrable  Securities,
(the  "EFFECTIVENESS  PERIOD")  and advise  the  Investors  in writing  when the
Effectiveness Period has expired;

            (b) use commercially reasonable efforts to prepare and file with the
SEC such amendments and post-effective  amendments to the Registration Statement
and the  Prospectus  as may be  necessary  to keep  the  Registration  Statement
effective for the Effectiveness  Period and to comply with the provisions of the
1933  Act and the  1934  Act  with  respect  to the  distribution  of all of the
Registrable Securities covered thereby;

            (c) provide copies to and permit  counsel  appointed by the Required
Investors  to  review  each  Registration   Statement  and  all  amendments  and
supplements  thereto no fewer than seven (7) days prior to their filing with the
SEC and not file any document to which such counsel reasonably objects;

            (d) furnish to the Investors  and their  counsel (i) promptly  after
the same is prepared and publicly  distributed,  filed with the SEC, or received
by the Company (but not later than two (2) Business  Days after the filing date,
receipt  date  or  sending  date,  as the  case  may  be)  one  (1)  copy of any
Registration  Statement and any amendment thereto,  each preliminary  prospectus
and Prospectus and each amendment or supplement thereto, and each letter written
by or on behalf of the Company to the SEC or the staff of the SEC, and each item
of correspondence from the SEC or the staff of the SEC, in each case relating to
such  Registration  Statement  (other  than any  portion  of any  thereof  which
contains  information for which the Company has sought confidential  treatment),
and (ii)  such  number  of  copies  of a  Prospectus,  including  a  preliminary
prospectus,  and all amendments and supplements thereto and such other documents
as each Investor may reasonably  request in order to facilitate the  disposition
of the  Registrable  Securities  owned by such  Investor that are covered by the
related Registration Statement;

            (e) use commercially  reasonable efforts to (i) prevent the issuance
of any stop order or other suspension of  effectiveness  and, (ii) if such order
is issued,  obtain the  withdrawal  of any such order at the  earliest  possible
moment;

            (f) prior to any public  offering  of  Registrable  Securities,  use
commercially  reasonable  efforts to register or qualify or  cooperate  with the
Investors and their counsel in connection with the registration or qualification
of such  Registrable  Securities for offer and sale under the securities or blue
sky laws of such  jurisdictions  requested by the  Investors  and do any and all
other  commercially  reasonable acts or things  necessary or advisable to enable
the distribution in such jurisdictions of the Registrable  Securities covered by
the Registration  Statement;  provided,  however,  that the Company shall not be
required in connection  therewith or as a condition thereto to (i) qualify to do
business in any jurisdiction where it would not otherwise be required to qualify
but for this  Section  3(f),  (ii)  subject  itself to general  taxation  in any
jurisdiction  where it would not  otherwise  be so subject but for this  Section
3(f),  or (iii)  file a  general  consent  to  service  of  process  in any such
jurisdiction;


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<PAGE>

            (g) use  commercially  reasonable  efforts to cause all  Registrable
Securities  covered by a Registration  Statement to be listed on each securities
exchange,  interdealer  quotation  system  or  other  market  on  which  similar
securities  issued  by the  Company  are then  listed or  proposal  to be listed
pursuant to the Registration Statement;

            (h) immediately notify the Investor upon discovery that, or upon the
happening of any event as a result of which,  the Prospectus  includes an untrue
statement of a material  fact or omits to state any material fact required to be
stated  therein or necessary to make the  statements  therein not  misleading in
light of the circumstances  then existing,  and promptly prepare,  file with the
SEC  and  furnish  to  such  holder  a  supplement  to or an  amendment  of such
Prospectus  as may be  necessary  so that such  Prospectus  shall not include an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements  therein not misleading in
light of the circumstances then existing; and

            (i) otherwise use commercially reasonable efforts to comply with all
applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act,
including,  without  limitation,  Rule 172 under  the 1933  Act,  file any final
Prospectus, including any supplement or amendment thereof, with the SEC pursuant
to Rule 424 under the 1933 Act,  promptly inform the Investors in writing if, at
any time  during the  Effectiveness  Period,  the  Company  does not satisfy the
conditions  specified in Rule 172 and, as a result  thereof,  the  Investors are
required  to  deliver  a  Prospectus  in  connection  with  any  disposition  of
Registrable  Securities  and  take  such  other  actions  as may  be  reasonably
necessary  to  facilitate  the   registration  of  the  Registrable   Securities
hereunder;  and make  available to its security  holders,  as soon as reasonably
practicable,  but not later than the  Availability  Date (as defined below),  an
earnings statement  covering a period of at least twelve (12) months,  beginning
after  the  effective  date  of  each  Registration  Statement,  which  earnings
statement  shall  satisfy  the  provisions  of  Section  11(a) of the 1933  Act,
including Rule 158  promulgated  thereunder  (for the purpose of this subsection
3(i),  "Availability  Date" means the 45th day  following  the end of the fourth
fiscal quarter that includes the effective date of such Registration  Statement,
except that, if such fourth fiscal  quarter is the last quarter of the Company's
fiscal year, "Availability Date" means the 90th day after the end of such fourth
fiscal quarter).

            (j) with a view to making  available to the Investor the benefits of
Rule 144 (or its  successor  rule) and any other rule or  regulation  of the SEC
that may at any time permit the Investor to sell Interests to the public without
registration,  the  Company  covenants  and agrees to: (i) make and keep  public
information  available,  as those terms are  understood and defined in Rule 144,
until the  earlier of (A) six months  after such date as all of the  Registrable
Securities  may be resold  pursuant  to Rule 144(k) or any other rule of similar
effect or (B) such date as all of the  Registrable  Securities  shall  have been
resold;  (ii)  file  with the SEC in a  timely  manner  all  reports  and  other
documents  required of the Company under the 1934 Act; and (iii) furnish to each
Investor upon request, as long as such Investor owns any Registrable Securities,
(A) a written statement by the Company, if applicable, that it has complied with
the reporting  requirements of the 1934 Act, (B) a copy, if so required,  of the
Company's  most recent Annual Report on Form 10-KSB or Quarterly  Report on Form
10-QSB,  and (C) such other information as may be reasonably  requested in order
to avail such  Investor of any rule or  regulation  of the SEC that  permits the
selling of any such Registrable Securities without registration.

      4. DUE DILIGENCE  REVIEW;  INFORMATION.  The Company shall make available,
during  normal  business  hours,  for  inspection  and review by the  Investors,
advisors  to  and  representatives  of the  Investors  (who  may  or may  not be
affiliated with the Investors and who are reasonably acceptable to the Company),
all financial and other  records,  all filings with the SEC made by the Company,
and all other  corporate  documents  and  properties  of the  Company  as may be
reasonably  necessary  for the purpose of such review,  and cause the  Company's
officers,  directors and employees,  within a reasonable time period,  to supply
all  such  information  reasonably  requested  by  the  Investors  or  any  such
representative,  advisor or  underwriter  in connection  with such  Registration
Statement (including, without limitation, in response to all questions and other
inquiries  reasonably made or submitted by any of them),  prior to and from time
to time after the filing and effectiveness of the Registration Statement for the
sole purpose of enabling the  Investor  and such  representatives,  advisors and
underwriters and their  respective  accountants and attorneys to conduct initial
and ongoing due  diligence  with respect to the Company and the accuracy of such
Registration Statement.


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<PAGE>

      The Company  shall not  disclose  material  nonpublic  information  to the
Investors,  or to advisors to or representatives of the Investors,  unless prior
to disclosure of such  information the Company  identifies  such  information as
being material nonpublic  information and provides the Investors,  such advisors
and  representatives  with the  opportunity  to accept or refuse to accept  such
material nonpublic information for review and any Investor (or representative of
such  Investor)  wishing to obtain such  information  enters into an appropriate
confidentiality agreement with the Company with respect thereto.

      5. OBLIGATIONS OF THE INVESTORS.

            (a) Each  Investor  shall  furnish in writing  to the  Company  such
information  regarding  itself,  the  Registrable  Securities held by it and the
intended  method of disposition  of the  Registrable  Securities  held by it, as
shall be  reasonably  required to effect the  registration  of such  Registrable
Securities and shall execute such documents,  questionnaires  of certificates in
connection  with such  registration  as the Company may reasonably  request.  At
least five (5) Business Days prior to the first  anticipated  filing date of any
Registration   Statement,   the  Company  shall  notify  each  Investor  of  the
information  the Company  requires from such Investor if such Investor elects to
have any of the Registrable Securities included in the Registration Statement. A
Investor shall provide such information to the Company at least two (2) Business
Days prior to the first anticipated  filing date of such Registration  Statement
if such Investor  elects to have any of the Registrable  Securities  included in
the Registration Statement.

            (b) Each Investor,  by its acceptance of the Registrable  Securities
agrees to cooperate  with the Company as reasonably  requested by the Company in
connection  with  the  preparation  and  filing  of  a  Registration   Statement
hereunder,  unless  such  Investor  has  notified  the Company in writing of its
election to exclude all of its  Registrable  Securities  from such  Registration
Statement.

            (c) Each Investor  agrees that,  upon receipt of any notice from the
Company of either (i) the  commencement  of an Allowed Delay pursuant to Section
2(c)(ii) or (ii) the happening of an event pursuant to Section 3(h) hereof, such
Investor will  immediately  discontinue  disposition of  Registrable  Securities
pursuant to the Registration  Statement  covering such  Registrable  Securities,
until the Investor is advised by the Company that such dispositions may again be
made.

      6. INDEMNIFICATION.

            (a)  INDEMNIFICATION BY THE COMPANY.  The Company will indemnify and
hold harmless each Investor and its officers,  directors, members, employees and
agents, successors and assigns, and each other person, if any, who controls such
Investor within the meaning of the 1933 Act, against any losses, claims, damages
or  liabilities,  joint or several,  to which they may become  subject under the
1933 Act or otherwise,  insofar as such losses,  claims,  damages or liabilities
(or actions in respect  thereof)  arise out of or are based upon: (i) any untrue
statement or alleged  untrue  statement of any  material  fact  contained in any
Registration Statement,  any preliminary Prospectus or final Prospectus,  or any
amendment or supplement thereof; (ii) any blue sky application or other document
executed  by the Company  specifically  for that  purpose or based upon  written
information furnished by the Company filed in any state or other jurisdiction in
order to qualify any or all of the Registrable  Securities  under the securities
laws thereof (any such  application,  document or  information  herein  called a
"BLUE SKY APPLICATION"); (iii) the omission or alleged omission to state therein
a  material  fact  required  to be  stated  therein  or  necessary  to make  the
statements  therein not  misleading;  (iv) any  violation  by the Company or its
agents of any rule or regulation  promulgated  under the 1933 Act  applicable to
the Company or its agents and  relating  to action or  inaction  required of the
Company in connection with such registration;  or (v) any failure to register or
qualify the  Registrable  Securities  included in any such  Registration  in any
state where the Company or its agents has affirmatively  undertaken or agreed in
writing that the Company will undertake such  registration or qualification on a
Investors  behalf  and will  reimburse  such  Investor,  and each such  officer,
director  or member  and each  such  controlling  person  for any legal or other
expenses  reasonably  incurred  by  them in  connection  with  investigating  or
defending any such loss, claim, damage, liability or action; PROVIDED,  however,
that the  Company  will not be liable in any such case if and to the extent that
any such  loss,  claim,  damage or  liability  arises out of or is based upon an
untrue  statement or alleged untrue statement or omission or alleged omission so
made in  conformity  with  information  furnished  by such  Investor or any such
controlling  person  in  writing  specifically  for  use  in  such  Registration
Statement or Prospectus.


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<PAGE>

            (b)   INDEMNIFICATION  BY  THE  INVESTORS.   Each  Investor  agrees,
severally but not jointly, to indemnify and hold harmless, to the fullest extent
permitted by law, the Company, its directors, officers, employees,  stockholders
and each person who  controls  the Company  (within the meaning of the 1933 Act)
against  any  losses,  claims,  damages,   liabilities  and  expense  (including
reasonable attorney fees) resulting from any untrue statement of a material fact
or any  omission of a material  fact  required to be stated in the  Registration
Statement or  Prospectus  or  preliminary  Prospectus or amendment or supplement
thereto or  necessary  to make the  statements  therein not  misleading,  to the
extent,  but only to the  extent  that such  untrue  statement  or  omission  is
contained  in any  information  furnished  in  writing by such  Investor  to the
Company specifically for inclusion in such Registration  Statement or Prospectus
or  amendment  or  supplement  thereto.  In no event shall the  liability  of an
Investor be greater in amount than the dollar amount of the proceeds (net of all
expense  paid by such  Investor in  connection  with any claim  relating to this
Section  6 and the  amount of any  damages  such  Investor  has  otherwise  been
required to pay by reason of such untrue statement or omission) received by such
Investor  upon  the  sale  of  the  Registrable   Securities   included  in  the
Registration Statement giving rise to such indemnification obligation.

            (c) CONDUCT OF INDEMNIFICATION  PROCEEDINGS.  Any person entitled to
indemnification hereunder shall (i) give prompt notice to the indemnifying party
of any claim with respect to which it seeks indemnification and (ii) permit such
indemnifying  party to assume the defense of such claim with counsel  reasonably
satisfactory  to the  indemnified  party;  PROVIDED that any person  entitled to
indemnification hereunder shall have the right to employ separate counsel and to
participate  in the  defense of such  claim,  but the fees and  expenses of such
counsel shall be at the expense of such person unless (a) the indemnifying party
has agreed to pay such fees or  expenses,  or (b) the  indemnifying  party shall
have  failed to assume the defense of such claim and employ  counsel  reasonably
satisfactory  to such  person  or (c) in the  reasonable  judgment  of any  such
person,  based upon written advice of its counsel, a conflict of interest exists
between such person and the  indemnifying  party with respect to such claims (in
which case, if the person notifies the  indemnifying  party in writing that such
person  elects to employ  separate  counsel at the  expense of the  indemnifying
party, the indemnifying  party shall not have the right to assume the defense of
such claim on behalf of such person); and PROVIDED, FURTHER, that the failure of
any  indemnified  party to give notice as provided  herein shall not relieve the
indemnifying party of its obligations hereunder,  except to the extent that such
failure to give notice shall materially  adversely affect the indemnifying party
in the  defense  of any such  claim or  litigation.  It is  understood  that the
indemnifying  party shall not, in  connection  with any  proceeding  in the same
jurisdiction,  be liable for fees or expenses of more than one separate  firm of
attorneys at any time for all such indemnified  parties.  No indemnifying  party
will, except with the consent of the indemnified party,  consent to entry of any
judgment or enter into any settlement that does not include as an  unconditional
term thereof the giving by the claimant or plaintiff to such  indemnified  party
of a release from all liability in respect of such claim or litigation.

            (d) CONTRIBUTION. If for any reason the indemnification provided for
in the preceding  paragraphs (a) and (b) is unavailable to an indemnified  party
or insufficient to hold it harmless,  other than as expressly specified therein,
then the  indemnifying  party shall  contribute to the amount paid or payable by
the indemnified  party as a result of such loss,  claim,  damage or liability in
such  proportion  as is  appropriate  to  reflect  the  relative  fault  of  the
indemnified  party and the  indemnifying  party,  as well as any other  relevant
equitable  considerations.  No  person  guilty of  fraudulent  misrepresentation
within  the  meaning  of  Section  11(f) of the 1933 Act  shall be  entitled  to
contribution from any person not guilty of such fraudulent misrepresentation. In
no event shall the contribution obligation of a holder of Registrable Securities
be greater in amount than the dollar amount of the proceeds (net of all expenses
paid by such holder in connection  with any claim relating to this Section 6 and
the amount of any damages  such  holder has  otherwise  been  required to pay by
reason of such  untrue or  alleged  untrue  statement  or  omission  or  alleged
omission) received by it upon the sale of the Registrable Securities giving rise
to such contribution obligation.

      7. MISCELLANEOUS.

            (a) AMENDMENTS AND WAIVERS.  This Agreement may be amended only by a
writing signed by the Company and the Required Investors,  which amendment shall
be  binding  upon  all  Investors.  The  Company  may  take  any  action  herein
prohibited,  or omit to perform any act herein  required to be  performed by it,
only if the Company shall have obtained the written  consent to such  amendment,
action or omission to act, of the Required


                                       6
<PAGE>

Investors.  The  addition of parties to this  Agreement  or  replacement  of any
parties to this Agreement, in connection with the acquisition by such parties of
any securities shall not require the consent of any Investor.

            (b) 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 62234
                            Attention: Gary R. Fears
                            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 an  Investor:  To the  address  set  forth  beside  such
                  Investor's name on SCHEDULE A hereto.

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

            (c) ASSIGNMENTS AND TRANSFERS BY INVESTORS.  A Investor may transfer
or assign,  in whole or from time to time in part,  to one or more  persons  its
rights  hereunder in connection  with the transfer of Registrable  Securities by
such Investor to such person,  provided that such Investor and assignee complies
with all laws applicable  thereto and provides  written notice to the Company of
assignment by the assigning party at the time of such  assignment,  which notice
shall state the name and address of the assignee and  identifying the securities
of the Company as to which the rights in question are being assigned;  PROVIDED,
HOWEVER,  that any such assignee shall agree in writing to be bound by the terms
of this  agreement  and shall receive such  assigned  rights  subject to all the
terms and conditions of this agreement.

            (d) ASSIGNMENTS AND TRANSFERS BY THE COMPANY. This Agreement may not
be assigned by the Company  (whether by operation of law or  otherwise)  without
the prior written consent of the Required Investors, provided, however, that the
Company may assign its rights and delegate its duties hereunder to any surviving
or successor  corporation in connection  with a merger or  consolidation  of the
Company with another  corporation,  or a sale,  transfer or other disposition of
all or substantially all of the Company's assets to another corporation or other
entity,  without the prior  written  consent of the  Required  Investors,  after
notice duly given by the Company to each Investor.

            (e)  BENEFITS OF THE  AGREEMENT.  The terms and  conditions  of this
Agreement  shall  inure to the  benefit  of and be binding  upon the  respective
permitted  successors  and assigns of the  parties.  Nothing in this  Agreement,
express or implied,  is intended to confer upon any party other than the parties
hereto  or  their  respective  successors  and  assigns  any  rights,  remedies,
obligations,  or  liabilities  under or by reason of this  Agreement,  except as
expressly provided in this Agreement.


                                       7
<PAGE>

            (f)  COUNTERPARTS;  FAXES.  This Agreement may be executed in two or
more counterparts,  each of which shall be deemed an original,  but all of which
together shall constitute one and the same  instrument.  This Agreement may also
be executed via facsimile, which shall be deemed an original.

            (g) TITLES AND  SUBTITLES.  The  titles and  subtitles  used in this
Agreement  are  used  for  convenience  only  and  are not to be  considered  in
construing or interpreting this Agreement.

            (h) SEVERABILITY. Any provision of this Agreement that is prohibited
or  unenforceable  in  any  jurisdiction  shall,  as to  such  jurisdiction,  be
ineffective  to the  extent  of such  prohibition  or  unenforceability  without
invalidating the remaining  provisions  hereof but shall be interpreted as if it
were  written  so as to be  enforceable  to  the  maximum  extent  permitted  by
applicable law, and any such prohibition or unenforceability in any jurisdiction
shall  not  invalidate  or  render  unenforceable  such  provision  in any other
jurisdiction.  To the extent  permitted by  applicable  law, the parties  hereby
waive any provision of law which  renders any  provisions  hereof  prohibited or
unenforceable in any respect.

            (i) FURTHER  ASSURANCES.  The parties  shall execute and deliver all
such further  instruments  and  documents and take all such other actions as may
reasonably be required to carry out the transactions  contemplated hereby and to
evidence the fulfillment of the agreements herein contained.

            (j) ENTIRE AGREEMENT. This Agreement is intended by the parties as a
final  expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the  subject  matter  contained  herein.  This  Agreement  supersedes  all prior
agreements and  understandings  between the parties with respect to such subject
matter.

            (k) GOVERNING LAW;  CONSENT TO  JURISDICTION;  WAIVER OF JURY TRIAL.
This  Agreement  shall be governed by, and  construed in  accordance  with,  the
internal  laws of the  State of New York  without  regard  to the  choice of law
principles  thereof.  Each of the  parties  hereto  irrevocably  submits  to the
exclusive  jurisdiction  of the  courts of the State of New York  located in New
York County and the United States  District  Court for the Southern  District of
New York for the purpose of any suit, action, proceeding or judgment relating to
or arising  out of this  Agreement  and the  transactions  contemplated  hereby.
Service of process in connection with any such suit, action or proceeding may be
served on each party  hereto  anywhere  in the world by the same  methods as are
specified  for the giving of notices under this  Agreement.  Each of the parties
hereto  irrevocably  consents to the  jurisdiction of any such court in any such
suit,  action or proceeding and to the laying of venue in such court. Each party
hereto irrevocably waives any objection to the laying of venue of any such suit,
action or  proceeding  brought in such courts and  irrevocably  waives any claim
that any such  suit,  action or  proceeding  brought  in any such court has been
brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO
REQUEST A TRIAL BY JURY IN ANY  LITIGATION  WITH RESPECT TO THIS  AGREEMENT  AND
REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.


                                       8
<PAGE>

      IN WITNESS  WHEREOF,  the parties have executed  this  Agreement or caused
their duly  authorized  officers to execute this  Agreement as of the date first
above written.

The Company:                              FEARLESS YACHTS, LLC


                                          By:___________________________________
                                               Gary R. Fears, Manager


The Investors:                            SIGNATURE OF ENTITY INVESTORS:


                                          ______________________________________
                                                      (Print Name)


                                          By:___________________________________
                                          Name:
                                          Title:

                                          SIGNATURE OF INDIVIDUAL INVESTORS:


                                          ______________________________________
                                                      (Print Name)

                                          ______________________________________
                                                      (Signature)


                                       9
<PAGE>

                                   SCHEDULE A


                                       10