Re: Marketing Agreement

Exhibit 10.1.1

[West Marine Letterhead]

Gentlemen:

This letter, when countersigned below on behalf of Boat America Corporation and Boat Owners Association of The United States, will supplement and amend the Marketing Agreement (the “Marketing Agreement”), dated January 14, 2003, among Boat America Corporation, Boat Owners Association of The United States, and West Marine Products, Inc. Capitalized terms used in this amendment and not otherwise defined in this amendment shall have the meanings assigned to them in the Marketing Agreement. !

1.     Sharing and Use of Customer Information .

(a)    BoatU.S. agrees to share with West Marine information concerning members of the Association, and West Marine agrees to share with BoatU.S. information concerning members of its “West Advantage” program . Neither party will have any obligation to share with the other party information concerning its customers except as provided in this paragraph 1(a). Shared information will include customer name, mailing address, phone numbers, e-mail address, relevant customer demographic information ( i.e. , boat type, size, etc.), and opt-out information ( i.e. , do not mail, do not e-mail, do not call, etc.). Notwithstanding the foregoing, sharing of any customer’s information will be subject to such customer’s opt-out preferences and to paragraph 1 (d) below. Either party may use information obtained from the other party pursuant to this paragraph 1(a) for marketing purposes only in accordance with the following restrictions:

(i)    A party may use information obtained from the other party only to market its core products and services as outlined in Section 6.3 of the Marketing Agreement, except that the parties acknowledge and agree that for BoatU.S. and West Marine, their respective core products do not include any BoatU.S. or West Marine co-branded or other credit card offerings, but such offerings may be included in BoatU.S.’ and West Marine’s incidental sidebars as contemplated by Section 6.3 of the Marketing Agreement.

(ii)    Each party’s use of information obtained from the other party will be subject to the privacy policy restrictions described in the Marketing Agreement and to any other restrictions described in this amendment, including, without limitation, those described in

Boat America Corporation

Boat Owners Association of The United States

April 7, 2005

Page 2

paragraph 1(d) below; the parties acknowledge that, in certain cases, use of information may be restricted by the terms of privacy policies that were in effect prior to those modifications to the parties’ privacy policies that were implemented pursuant to the Marketing Agreement.

(iii)    Except as provided in paragraph 1(b) and paragraph 1(c), a party may contact persons listed in information obtained from the other party through no more than four mailings per year for the remaining term of the Marketing Agreement and no more than two e-mails per year for the remaining term of the Marketing Agreement, and may not contact any such person through telemarketing.

(iv)    The receiving party may not sell or rent information obtained from the disclosing party with any third party, including other strategic or business partners, at any time, nor may the receiving party share such information without the disclosing party’s prior written consent, which consent may be withheld in the disclosing party’s absolute discretion (except that a party may share such information without obtaining prior consent with any third party companies and/or individuals with whom a party may contract to perform outsourced marketing and fulfillment services on such party’s behalf, third party providers of website hosting and development, order fulfillment, package delivery, transmission of postal mail and e-mail, removing repetitive information from customer lists, analyzing data, providing marketing assistance, and/or processing credit card payments services, but only if such companies and or individuals with whom a party contracts for such outsourced services are required to keep data received from such party confidential and to use it only for the purposes indicated).

(b)    Either party may contact its own customers for any purpose and in any manner, including by mail, e-mail, telemarketing, in store, catalog, flyer or other marketing materials or promotional efforts, free of any restrictions under the Marketing Agreement or paragraph 1(a), regardless of whether such customer is also a customer of the other party, and either party may use any information obtained from the other party pursuant to paragraph 1(a) with respect to its own customers. For purposes of the Marketing Agreement as amended by this amendment, a party’s customers include, but are not limited to, any persons that have, at any time, purchased a product or service directly from such party or enrolled in a paid membership program of such party. Additionally, for clarification, a person that purchased products or services from any of the retail distribution channels (including at, by or through any BoatU.S. store, website or catalog) that West Marine acquired from Boat America (the “Acquisition”) shall be considered a customer of both BoatU.S. (if such purchase occurred prior to the Acquisition [even if such customer was or is a West Marine customer prior to or after the Acquisition]) and a customer of West Marine (if such purchase occurred after the Acquisition [even if such customer was or is a BoatU.S. customer prior to or after the Acquisition]). Without limiting the generality of the first two sentences of this paragraph 1(b):

(i)    Marketing activity to a party’s customers will not be limited to such party’s core products and services, and marketing of a party’s credit card programs will be permitted in any manner.

Boat America Corporation

Boat Owners Association of The United States

April 7, 2005

Page 3

(ii)    There will be no restriction on the number or type of solicitations by a party to its customers.

(iii)    Each party can share information concerning its customers with its strategic partners or other third parties, subject to any applicable laws and such party’s privacy policy.

(iv)    Persons who purchase products or services from West Marine through the “BoatU.S. Online Store” at any time after the Acquisition will be customers of West Marine, and West Marine’s communications to such customers will not be subject to limitations under Exhibit E to the Marketing Agreement.

(c)    Nothing in the Marketing Agreement or this amendment restricts either party’s use of information concerning prospective customers obtained from sources other than the other party ( e.g. , from rented lists, boat show registrations, contest registrations, and customer lists shared by other third parties or affiliates) or either party’s contacts to prospective customers identified through such information, regardless of whether any such prospective customer is a customer of the other party. Neither party will be required to share any informati