0001354488-07-000939 Sample Contracts

DEBENTURE AGREEMENT

Debenture Agreement • May 21st, 2007 • Challenger Powerboats, Inc. • Ship & boat building & repairing • Massachusetts

• Contract Type
  Debenture Agreement
• Filed
  May 21st, 2007
• Company
  Challenger Powerboats, Inc.
• Industry
  Ship & boat building & repairing
• Jurisdiction
  Massachusetts

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS OF TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

Purchase Order Financing Agreement

Purchase Order Financing Agreement • May 21st, 2007 • Challenger Powerboats, Inc. • Ship & boat building & repairing • Massachusetts

• Contract Type
  Purchase Order Financing Agreement
• Filed
  May 21st, 2007
• Company
  Challenger Powerboats, Inc.
• Industry
  Ship & boat building & repairing
• Jurisdiction
  Massachusetts

FOR VALUE RECEIVED, Challenger Offshore, Inc., a Nevada corporation (the “Company”), (OTC BB: EXCS) hereby promises to pay DUTCHESS PRIVATE EQUITIES FUND, LTD. (the “Holder”) by April 26, 2007 (the “Maturity Date”), or earlier, the Face Amount of One Hundred and Eighty Thousand dollars ($180,000) U.S., plus accrued interest, in such amounts, at such times and on such terms and conditions as are specified herein.

Receivable Factoring Agreement

Receivable Factoring Agreement • May 21st, 2007 • Challenger Powerboats, Inc. • Ship & boat building & repairing • Massachusetts

• Contract Type
  Receivable Factoring Agreement
• Filed
  May 21st, 2007
• Company
  Challenger Powerboats, Inc.
• Industry
  Ship & boat building & repairing
• Jurisdiction
  Massachusetts

FOR VALUE RECEIVED, Challenger Offshore, Inc., a Nevada corporation (the “Company”), (OTC BB: XTME) hereby promises to pay DUTCHESS PRIVATE EQUITIES FUND, LTD. (the “Holder”) by April 26, 2007 (the “Maturity Date”), or earlier, the Face Amount of One Hundred and Twenty thousand dollars ($120,000) U.S., plus accrued interest, in such amounts, at such times and on such terms and conditions as are specified herein.