COLORADO BOAT BROKER, INC.

INVENTORY
THIS FINANCING STATEMENT COVERS ALL OF THE FOLLOWING PERSONAL PROPERTY, OR INTERESTS IN THE FOLLOWING PERSONAL PROPERTY, OF DEBTOR, WHETHER NOW OR HEREAFTER EXISTING, OWNED, LICENSED, LEASED, CONSIGNED, ACQUIRED OR ARISING AND WHEREVER LOCATED:  (I) INVENTORY, ACCOUNTS, CHATTEL PAPER, DOCUMENTS, ELECTRONIC CHATTEL PAPER, EQUIPMENT, FIXTURES, GENERAL INTANGIBLES, PAYMENT INTANGIBLES, SUPPORTING OBLIGATIONS AND INSTRUMENTS (INCLUDING WITHOUT LIMITATION AND WHETHER OR NOT INCLUDED IN THE FOREGOING, SELLER CREDITS, DEPOSIT ACCOUNTS, CERTIFICATES OF DEPOSIT) AND BOOKS, RECORDS, DISKS AND TAPES, (II) ALL ACCESSIONS, ACCESSORIES AND REPLACEMENTS TO OR OF THE FOREGOING, AND (III) ALL PROCEEDS AND PRODUCTS OF THE FOREGOING.  ALL TERMS USED HEREIN WHICH ARE DEFINED IN ARTICLE 9 OF THE ILLINOIS UNIFORM COMMERCIAL CODE SHALL HAVE THE MEANINGS ASSIGNED TO THEM IN ARTICLE 9 OF THE ILLINOIS UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME.  SELLER CREDITS MEANS ALL OF DEBTOR'S RIGHTS TO ANY PRICE PROTECTION PAYMENTS, REBATES, DISCOUNTS, CREDITS, FACTORY HOLDBACKS, INCENTIVE PAYMENTS AND OTHER AMOUNTS WHICH AT ANY TIME ARE DUE DEBTOR FROM A PERSON FROM WHOM DEBTOR HAS PURCHASED INVENTORY.

All of Debtor's rights, title and interests in the following property, including without limitation property and interests now or hereafter existing, owned, licensed, leased, consigned, acquired or arising, whether in tangible or intangible form, and wherever located: (i) all inventory, accounts, chattel paper, documents, instruments, promissory notes, equipment, fixtures, contract rights, investment property, other goods, general intangibles and payment intangibles (including without limitation and whether or not included in the foregoing, Seller Credits, deposit accounts and certificates of deposit); (ii) any books and records (whether paper, electronic, digitized or otherwise) which relate to any of the foregoing, and any computers, disks, tapes, media, websites, databases, electronic storage devices and other devices upon which, or within which, such
records may be stored; (iii) all repossessions, returns, replacements, exchanges, substitutions, parts, attachments, accessories and accessions to or of the foregoing; and (iv) all products and proceeds in any form and wherever located derived directly or indirectly from any dealing with any of the foregoing including, without limitation, insurance proceeds and any other payment representing indemnity or compensation for loss of or damage thereto. "Seller Credits" means all of Debtor's rights to any price protection payments, rebates, discounts, credits, factory holdbacks, incentive payments and other amounts which at any time are owing to Debtor from a seller with respect to, or in connection with, any inventory acquired from such seller.

All of Debtor's rights, title and interests in the following property, including without limitation property and interests now or hereafter existing, owned, licensed, leased, consigned, acquired or arising, whether in tangible or intangible form, and wherever located: (i) all inventory, accounts, chattel paper, documents, instruments, promissory notes, equipment, fixtures, contract rights, investment property, other goods, general intangibles and payment intangibles (including without limitation and whether or not included in the foregoing, Seller Credits, deposit accounts and certificates of deposit); (ii) any books and records (whether paper, electronic, digitized or otherwise) which relate to any of the foregoing, and any computers, disks, tapes, media, websites, databases, electronic storage devices and other devices upon which, or within which, such records may be stored; (iii) all repossessions, returns, replacements, exchanges, substitutions, parts, attachments, accessories and
accessions to or of the foregoing; and (iv) all products and proceeds in any form and wherever located derived directly or indirectly from any dealing with any of the foregoing including, without limitation, insurance proceeds and any other payment representing indemnity or compensation for loss of or damage thereto. "Seller Credits" means all of Debtor's rights to any price protection payments, rebates, discounts, credits, factory holdbacks, incentive payments and other amounts which at any time are owing to Debtor from a seller with respect to, or in connection with, any inventory acquired from such seller.