master agreement this master agreement ( this “ agreement ” ) is made and entered into as of july 17, 2003, between brunswick corporation, a delaware corporation ( “ brunswick ” ), fountain powerboat industries, inc., a nevada corporation ( “ fpii ” ), fountain powerboats inc., a north carolina corporation ( the “ company ” ), and reginald m. fountain, jr. ( “ rmf ” ). recitals the company, a wholly - owned subsidiary of fountain powerboat industries, inc. ( “ fpii ” ), is in the business of manufacturing, selling, distributing and marketing high - performance boats ( the “ business ” ) using, in large part, mercury outboard, inboard and sterndrive engines ( “ mercury engines ” ). the company is obtaining certain loans intended to enable the company to achieve financial stability and to grow and maintain the business, and brunswick is willing to guarantee such loans and to enter into an exclusive supply agreement for mercury engines with the company. in addition, rmf will give brunswick the option to acquire the shares of and options to acquire shares of fpii owned by rmf, and fpii will grant brunswick options to acquire certain shares of fpii. in consideration of the foregoing and the mutual covenants, agreements and warranties herein contained, the parties agree as follows : article 1 definitions 1. 1 definitions. the following terms shall have the meanings set forth herein for the purposes of the transactions described in this agreement : “ affiliate ” of any person shall mean any corporation, proprietorship, partnership or business entity which, directly or indirectly, owns or controls, is under common ownership or control with, or is owned or controlled by, such person, including such person ’ s subsidiaries ; except that any non - marine / powerboat entity of rmf shall not be an affiliate hereunder. “ bank ” shall mean the bank of america, n. a. “ bank collateral ” shall mean ( a ) all of the assets of the company and its subsidiaries, including accounts, inventory, equipment, fixtures, general intangibles, investment property and real estate, and ( b ) the real estate owned by rmf that currently secures the ge notes. “ bank liabilities ” shall mean all obligations of the company to the bank under or in connection with the loan documents, including for principal, interest, fees, costs and expenses, breakage costs and indemnities