AGREEMENT FOR PAYMENT
                          OF TAX OBLIGATIONS

1. Effective Date:				October 9, 1998.

2. Parties:					Tollycraft Yacht Corp. Inc., a
Nevada Corporation, hereinafter
Referred to as TOLLY; and
						GRUPO CLIMA, S.A. DE C.V.
						a Mexican corporation, hereinafter
						referred to as GC.
										

3. Recitals:

A. TOLLY is a Nevada corporation, in good standing, with all fees and licenses 
paid for.
B. GC  is a Mexican corporation, in good standing, with all fees and licenses 
paid for.
C. TOLLY was formerly a Washington corporation, with its principal   place of 
business located in Kelso, Cowlitz County, Washington.
D. TOLLY is a manufacturer of yachts, and while manufacturing yachts at its 
former principal place of business in Kelso, Cowlitz County, Washington, 
incurred debt in the form of unpaid employee withholding taxes, workers 
compensation premiums, personal property taxes and other associated tax 
obligations that are now due and payable to the U.S. Government, the State of 
Washington and Cowlitz County, Washington.
E. Both the U.S. Government and the State of Washington have commenced 
enforcement action against TOLLY and its officers and directors in an effort 
to collect the outstanding tax obligations from the assets of TOLLY or from 
the assets of TOLLY's officers and directors as allowed by their respective 
statutes, rules and regulations.
F. TOLLY has undertaken a restructuring plan by which it has converted its 
outstanding trade debt to preferred stock of the company, however, due to the 
nature of the tax obligations, TOLLY cannot convert the presently due tax 
obligations to preferred stock as it has done with substantially all of its 
outstanding trade debt obligations.
G. GC has agreed to negotiate with and purchase the claims of all of the 
taxing authorities as part of TOLLY's restructuring in exchange for the 
compensation set fourth below, and TOLLY and GC	desire to set forth their 
respective duties and responsibilities herein.

NOW, THEREFORE in consideration of the mutual covenants and promises of the 
parties hereto, the parties agree as follows:

1. The Recitals set forth above are incorporated herein by this reference.

2. TOLLY shall transfer to GC three million (3,000,000) shares of 144 common 
stock TOLLY to be liquidated by GC to satisfy the claims of any and all 
Federal, State, County and/or Municipal taxing authority that has a claim 
against TOLLY and/or any of TOLLY's officers or directors for and such tax 
incurred by TOLLY, including any tax obligations assumed by TOLLY from any of 
its predecessors in interest.

3. GC acknowledges that the 144 stock transferred to GC by SEC regulation, 
bears a restriction preventing the stock from being traded during a one year 
period after the date is issued to GC hereinafter "the RESTRICTED PERIOD".

4. During the RESTRICTED PERIOD, GC shall negotiate with each and every taxing 
authority for the payment of its claim from the liquidation of the 144 stock 
and shall obtain, as part of the settlement of the taxing authority's claim, a 
full release of liability for TOLLY and any and all of TOLLY's past or present 
officers and/or directors who may have been assessed with personal liability 
for any such claim.

5. GC shall not enter into any payment agreement with any taxing authority 
without first obtaining the approval of the Board of Directors of TOLLY and 
approval shall not be unreasonably withheld.

6. Once GC has procured agreements for payments of the taxes and for releases 
for TOLLY and any and all officers and/or directors who may be individually 
liable for any such tax from the taxing authorities, and the RESTRICTED PERIOD 
has lapsed, GC may begin to liquidate the common stock to pay the claims of 
the taxing authorities.

7. GC shall provide TOLLY with a full accounting of the liquidation of the 144 
stock, the payments made to each taxing authority and the balance remaining to 
be paid on each claim on a quarterly basis, or more often as requested by TOLLY.

8. To the extent that GC is able to negotiate discounts with the taxing 
authorities and it is not necessary to liquidate the full number of shares to 
fully satisfy the claims of the taxing authorities and obtain complete 
releases  for TOLLY and any and all of its current and past officers and/or 
directors who may have individual liability for such tax, GC shall be entitled 
to retain the balance of the stock as compensation for its efforts.

9. This Agreeement shall be governed by the laws of the State of Washington 
and any action to enforce the terms of this Agreement shall be brought in the 
Superior Court of Clark County, Washington. The prevailing party (ies) in any 
such litigation shall be entitled to a reasonable sum for its attorneys fees 
as determined by the court in such litigation, together with the costs of 
suit. In the event that any party incurs any expenses in enforcing any of the 
provisions of this Agreement, whether in or out of court, the other party 
agrees to pay such expenses including a reasonable attorneys fee.

10. This Agreement shall be binding upon and shall Inure to the benefit of 
the parties hereto and their respective legal representatives, successors and 
assigns. GC cannot assign its rights or responsibilities under this agreement 
without the approval of TOLLY, which approval may be withheld by TOLLY for 
any reason or for no reason at all.

11. This Agreement shall constitute the entire agreement among the parties to 
this Agreement with respect to the subject matter set forth above, and 
supersedes all prior agreements or understandings, written or oral, of all of 
the parties. Any modifications or alteration of this agreement shall be in 
writing and shall not be enforceable unless and until it executed by both 
parties to this Agreement. Failure of any party to this Agreement to enforce 
at any time any of the provisions of this Agreement shall in no way be 
construed to be a waiver of such provisions, nor in any way affect the 
validity of this Agreement or any party thereto or any right of any party 
thereafter to enforce  each and every provision of this Agreement. No waiver of 
any breach of this Agreement shall be held to be a waiver of any other 
subsequent breach.

IN WITNESS WHEREOF, the parties executed this Agreement at Tijuana, B.C. 
Mexico on the date set forth above.


TOLLYCRAFT YACHT CORP., INC.        GRUPO CLIMA, S.A. DE C.V.


By:                                 By: Jos, de Jesos Esparza Pe a
Its:                                Its: Legal Representative.