X0202 4 2006-11-20 0 0001114908 Challenger Powerboats, Inc. CPWB 0001389231 Dutchess Private Equities Fund, LTD. 50 COMMONWEALTH AVE. SUITE 2 BOSTON MA 02116 0 0 1 0 Common Stock 2006-11-20 4 J 0 250000 0 A 24777071 D Common Stock 2006-12-06 4 J 0 250000 0 A 25027071 D Common Stock 2006-12-28 4 J 0 250000 0 A 25277071 D Common Stock 2007-01-23 4 J 0 350000 0 A 25627071 D Common Stock 2007-01-25 4 J 0 250000 0 A 25877071 D Common Stock 2007-02-05 4 J 0 250000 0 A 26127071 D Convertible Debenture 2006-11-20 4 J 0 208800 174000 A 2006-11-20 2011-11-20 Common 208800 9661280 D Convertible Debenture 2006-12-06 4 J 0 204000 170000 A 2006-12-06 2011-12-06 Common 204000 9865280 D Convertible Debenture 2006-12-28 4 J 0 228000 190000 A 2006-12-28 2011-12-28 Common 228000 10093280 D Convertible Debenture 2007-01-23 4 J 0 392400 327000 A 2007-01-23 2012-01-23 Common 392400 10485680 D Convertible Debenture 2007-01-25 4 J 0 312000 260000 A 2007-01-25 2012-01-25 Common 312000 10797680 D Convertible Debenture 2007-02-05 4 J 0 270000 225000 A 2007-02-05 2012-02-05 Common 270000 11067680 D The shares were issued as an inducement for an investment. The shares were originally issued to Dutchess Private Equities Fund, LP. On January 1, 2007, Dutchess Private Equities Fund, Ltd. became successor in interest to the securities held by Dutchess Private Equities Fund, LP and Dutchess Private Equities Fund, II, LP. The Holder is entitled to convert the face amount of the debentures plus accrued interest into the Company's common stock at the lesser of (i) 75% of the lowest closing bid price during the fifteen trading days prior to the Conversion Date or (ii) at a Fixed Conversion Price of $0.03. Purchase of Convertible Debentures. The Convertible Debentures were originally issued to Dutchess Private Equities Fund, LP. On January 1, 2007, Dutchess Private Equities Fund, Ltd. became successor in interest to the securities held by Dutchess Private Equities Fund, LP and Dutchess Private Equities Fund, II, LP. /s/ Douglas Leighton 2007-02-16