Exhibit 10.4
GuarantyAgreement
-----------------
This
Agreement dated January 30, 2007, is entered into by and
between
Challenger Powerboats,
Inc. ("Challenger"), Dutchess Private Equities Fund Ltd.
("Dutchess"), and
the following individuals, Howard Dahl, Chuck Crary, Tom
Shorma, William
Schlossman, and
Michael Bullinger (collectively the "IMAR Note
Holders") concerning
the two Promissory Notes that
Challenger has made to the
IMAR Note Holders in
the amount of $1,680,778 and $1,151,500 (the "Notes"), and
a $275,000
Letter of Credit with State Bank of
Fargo. The Notes are
attached
hereto as Exhibits A
and B. Challenger,
Dutchess and the IMAR Note Holders are
sometimes hereinafter
collectively
referred to as the "Parties."
Whereas, Dutchess
provides funding for Challenger Powerboats, Inc.
("Challenger");
and
Whereas, Challenger
has made an offer to purchase IMAR, including the IMAR
Note Holders'
interests in IMAR; and
Whereas, the
IMAR Note Holders intend to sell their
interests in IMAR to
Challenger; and
Whereas, as part of the sale, Challenger shall execute two (2)
promissory
notes to the Note
Holder. Note 1, in the
sum of $1,680,778 and Note 2, in the
sum of $1,151,500.
Whereas, after
Challenger's
purchase of IMAR, the
IMAR Note Holders have
requested that
Dutchess guarantee repayment of all of Note 1; $619,000 of
Note
2; and a $275,000 Letter of Credit with State Bank of Fargo.
Now,
therefore,
for good and valuable consideration, the receipt and
sufficiency of which
is hereby acknowledged, Dutchess, Challenger, and the IMAR
Note Holders
agree as follows:
1.
This
Agreement will become effec
