10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2006.

Commission File No. 1-14173

MARINEMAX, INC.

(Exact name of registrant as specified in its charter)

Delaware	59-3496957
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification
	Number)

18167 U.S. Highway 19 North, Suite 300
Clearwater, Florida	33764
(Address of principal executive offices)	(ZIP Code)

727-531-1700
(Registrant’s telephone number, including area code)

Indicate by check whether the registrant: (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes    þ           No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated file, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer    o           Accelerated filer    þ           Non-accelerated filer   o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  o           No  þ

The number of outstanding shares of the registrant’s Common Stock on May 5, 2006 was 18,792,723.

MARINEMAX, INC. AND SUBSIDIARIES

Table of Contents

Item No.	Page
PART I FINANCIAL INFORMATION
1.  Financial Statements (Unaudited):
Condensed Consolidated Statements of Operations for the Three and Six Months Ended March 31, 2005 and 2006	3
Condensed Consolidated Balance Sheets as of September 30, 2005 and March 31, 2006	4
Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended March 31, 2005 and 2006	5
Condensed Consolidated Statements of Stockholders’ Equity for the Six Months Ended March 31, 2006	6
Condensed Consolidated Statements of Cash Flows for the Six Months Ended March 31, 2005 and 2006 (restated and revised)	7
Notes to Condensed Consolidated Financial Statements	8
2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
3.  Quantitative and Qualitative Disclosures About Market Risk	23
4.  Controls and Procedures	23
PART II OTHER INFORMATION
1.     Legal Proceedings	25
1A.  Risk Factors	25
2.     Unregistered Sales of Equity Securities and Use of Proceeds	25
3.     Defaults Upon Senior Securities	25
4.     Submission of Matters to a Vote of Security Holders	25
5.     Other Information	26
6.     Exhibits	26
SIGNATURES	27
Exhibit 10.1(l)
Exhibit 10.20(b)
Exhibit 10.20(c)
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2

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PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

MARINEMAX, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Amounts in thousands, except share and per share data)

(Unaudited)

	Three Months Ended				Six Months Ended
	March 31,				March 31,
	2005		2006		2005		2006
Revenue	$	228,384	$	287,387	$	412,572	$	468,571
Cost of sales		173,368		218,812		313,432		355,648
Gross profit		55,016		68,575		99,140		112,923
Selling, general, and administrative expenses		40,921		50,088		78,061		90,560
Income from operations		14,095		18,487		21,079		22,363
Interest expense		2,704		4,294		5,088		7,055
Income before income tax provision		11,391		14,193		15,991		15,308
Income tax provision		4,385		5,605		6,156		6,056
Net income	$	7,006	$	8,588	$	9,835	$	9,252
Basic net income per common share	$	0.42	$	0.49	$	0.61	$	0.52
Diluted net income per common share	$	0.39	$	0.46	$	0.57	$	0.50
Weighted average number of common shares used in computing net income per common share:
Basic		16,505,919		17,705,799		16,137,974		17,658,304
Diluted		17,834,520		18,751,417		17,392,389		18,638,117

See accompanying notes to condensed consolidated financial statements.

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MARINEMAX, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Amounts in thousands, except share and per share data)

	September 30,			March 31,
	2005			2006
				(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	27,271		$	14,938
Accounts receivable, net		26,235			59,406
Inventories, net		317,705			514,548
Prepaid expenses and other current assets		6,934			5,722
Deferred tax assets		4,956			4,929
Total current assets		383,101			599,543
Property and equipment, net		99,994			120,939
Goodwill and other intangible assets, net		56,184			116,204
Other long-term assets		211			4,756
Total assets	$	539,490		$	841,442
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	18,146		$	27,613
Customer deposits		25,793			39,353
Accrued expenses		21,096			30,329
Short-term borrowings		150,000			385,000
Current maturities of long-term debt		4,635			3,607
Total current liabilities		219,670			485,902
Deferred tax liabilities		10,771			11,285
Long-term debt, net of current maturities		25,450			23,660
Total liabilities		255,891			520,847
STOCKHOLDERS’ EQUITY:
Preferred stock, $.001 par value, 1,000,000 shares authorized, none issued or outstanding at September 30, 2005 and March 31, 2006		—			—
Common stock, $.001 par value, 24,000,000 shares authorized, 17,678,087 and 18,684,686 shares issued and outstanding at September 30, 2005 and March 31, 2006, respectively		18			19
Additional paid-in capital		125,672			150,629
Retained earnings		160,924			170,176
Deferred stock compensation		(2,397	)		—
Accumulated other comprehensive income		—			389
Treasury stock, at cost, 30,000 shares held at September 30, 2005 and March 31, 2006		(618	)		(618	)
Total stockholders’ equity		283,599			320,595
Total liabilities and stockholders’ equity	$	539,490		$	841,442

See accompanying notes to condensed consolidated financial statements.

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MARINEMAX, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income

(Amounts in thousands)

(Unaudited)

	Three Months Ended				Six Months Ended
	March 31,				March 31,
	2005		2006		2005		2006
Net income	$	7,006	$	8,588	$	9,835	$	9,252
Other comprehensive income:
Change in fair market value of interest rate swap, net of tax		—		41		—		79
Change in fair market value of foreign currency hedges, net of tax		—		282		—		160
Comprehensive income	$	7,006	$	8,911	$	9,835	$	9,491

See accompanying notes to condensed consolidated financial statements.

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MARINEMAX, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Stockholders’ Equity

(Amounts in thousands, except share data)

(Unaudited)

													Accumulated
					Additional					Deferred			Other					Total
	Common Stock				Paid-in			Retained		Stock			Comprehensive		Treasury			Stockholders’
	Shares		Amount		Capital			Earnings		Compensation			Income		Stock			Equity
BALANCE, September 30, 2005		17,678,087	$	18	$	125,672		$	160,924	$	(2,397	)	$	—	$	(618	)	$	283,599
Net income		—		—		—			9,252		—			—		—			9,252
Adoption of SFAS 123R		—		—		(2,397	)		—		2,397			—		—			—
Shares issued under employee stock purchase plan		29,119		—		631			—		—			—		—			631
Shares issued upon exercise of stock options		134,620		—		1,361			—		—			—		—			1,361
Stock-based compensation		177,836		—		85			—		—			—		—			85
Amortization of deferred stock compensation		—		—		2,394			—		—			—		—			2,394
Shares issued upon business acquisition		665,024		1		22,291			—		—			—		—			22,292
Tax benefit of options exercised		—		—		592			—		—			—		—			592
Comprehensive income		—		—		—			—		—			389		—			389
BALANCE, March 31, 2006		18,684,686	$	19	$	150,629		$	170,176	$	—		$	389	$	(618	)	$	320,595

See accompanying notes to condensed consolidated financial statements.

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MARINEMAX, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Amounts in thousands)

(Unaudited)

	Six Months Ended
	March 31,
	2005			2006
	(Restated *)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	9,835		$	9,252
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization		2,454			3,751
Deferred income tax provision		656			541
Loss (gain) on sale of property and equipment		3			(82	)
Stock-based compensation expense		332			2,479
Tax benefits of options exercised		1,698			—
(Increase) decrease in —
Accounts receivable, net		(7,397	)		(23,202	)
Inventories, net		(68,102	)		(77,035	)
Prepaid expenses and other assets		977			1,417
Increase in —
Accounts payable		13,639			10,420
Customer deposits		7,509			195
Accrued expenses		6,044			7,650
Net cash used in operating activities		(32,352	)		(64,614	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash used in business investment		—			(4,007	)
Purchases of property and equipment		(6,136	)		(4,276	)
Net cash used in acquisitions of businesses, net assets, and intangible assets		(643	)		(81,285	)
Proceeds from sale of property and equipment		32			82
Net cash used in investing activities		(6,747	)		(89,486	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (repayments) borrowings on short-term borrowings		(429	)		142,001
Net proceeds from issuance of common stock through public offering		44,035			—
Net proceeds from issuance of common stock under option and employee purchase plans		3,144			1,992
Tax benefits of options exercised		—			592
Repayments of long-term debt		(1,799	)		(2,818	)
Net cash provided by financing activities		44,951			141,767
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		5,852			(12,333	)
CASH AND CASH EQUIVALENTS, beginning of period		15,076			27,271
CASH AND CASH EQUIVALENTS, end of period	$	20,928		$	14,938
Supplemental disclosures of cash flow information:
Cash paid for:
Interest	$	4,695		$	6,114
Income taxes	$	622		$	2,640
Supplemental schedule of non-cash investing activities:
Common stock issued in connection with business acquisitions	$	—		$	22,292

* See Note 2 “Restatement”

See accompanying notes to condensed consolidated financial statements.

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MARINEMAX, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.  Company Background

     We are the largest recreational boat retailer in the United States. We engage primarily in the retail sale, brokerage, and service of new and used boats, motors, trailers, marine parts, and accessories, and offer slip and storage accommodations in certain locations. In addition, we arrange related boat financing, insurance, and extended service contracts. As of March 31, 2006 we operated through 85 retail locations in 21 states, consisting of Alabama, Arizona, California, Colorado, Connecticut, Delaware, Florida, Georgia, Maryland, Minnesota, Missouri, Nevada, New Jersey, New York, North Carolina, Ohio, Oklahoma, South Carolina, Tennessee, Texas, and Utah.

     We are the nation’s largest retailer of Sea Ray, Hatteras, Meridian, and Boston Whaler recreational boats and yachts. Sales of new Sea Ray, Hatteras, Meridian, and Boston Whaler recreational boats and yachts, all of which are manufactured by Brunswick Corporation (Brunswick), accounted for approximately 60% of our revenue in fiscal 2005. Brunswick is the world’s largest manufacturer of pleasure boats and marine engines. We believe our sales represented in excess of 10% of all Brunswick marine sales, including approximately 35% of its new Sea Ray boat sales, during our 2005 fiscal year. Through operating subsidiaries, we are a party to dealer agreements with Brunswick covering Sea Ray products, and we operate as the exclusive dealer of Sea Ray boats in our geographic markets. We also have the right to sell Hatteras Yachts throughout the state of Florida (excluding the Florida Panhandle) and the state of Texas, as well as the distribution rights for Hatteras products over 82 feet for North and South America, the Caribbean, and the Bahamas. We have distribution rights for Meridian Yachts in most of our geographic markets, excluding Arizona, California, Colorado, Nevada, and Utah.

     We are the exclusive dealer for Italy-based Ferretti Group for Ferretti Yachts, Pershing, Riva, Apreamare, and Mochi Craft mega-yachts, yachts, and other recreational boats for the United States, Canada, and the Bahamas. We also are the exclusive dealer for Bertram in the United States (excluding the Florida peninsula and certain portions of New England), Canada, and the Bahamas. We believe these brands offer a migration for our existing customer base or fill a void in our product offerings and accordingly will not compete with or cannibalize the business generated from our other prominent brands.

     As is typical in the industry, we deal with manufacturers, other than the Sea Ray division of Brunswick, the Ferretti Group, and Bertram, under renewable annual dealer agreements, each of which gives us the right to sell various makes and models of boats within a given geographic region. Any change or termination of these agreements for any reason, or changes in competitive, regulatory, or marketing practices, including rebate or incentive programs, could adversely affect our results of operations. Although there are a limited number of manufacturers of the type of boats and products that we sell, we believe that adequate alternative sources would be available to replace any manufacturer other than Brunswick as a product source. These alternative sources may not be available at the time of any interruption, and alternative products may not be available at comparable terms, which could affect operating results adversely.

     Our business, as well as the entire recreational boating industry, is highly seasonal, with seasonality varying in different geographic markets. With the exception of Florida, we generally realize significantly lower sales and higher levels of inventories, and related short-term borrowings, in the quarterly periods ending December 31 and March 31. The onset of the public boat and recreation shows in January stimulates boat sales and allows us to reduce our inventory levels and related short-term borrowings throughout the remainder of the fiscal year. Our business could become substantially more seasonal as we acquire dealers that operate in colder regions of the United States.

2.  Restatement and Basis of Presentation

Restatement

     We have restated certain amounts in the Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended March 31, 2005 from operating activities to financing activities to comply with Statement of Financial Accounting Standards No. 95, “Statement of Cash Flows” (SFAS 95) in response to recently published comments of the Staff of the Securities and Exchange Commission (the “SEC”), recent restatements made by public automotive dealers, and recent discussions with the SEC Staff. Cash flows relating to short-term borrowings have

8

been reclassified from operating cash flows to financing cash flows. This change in presentation had no impact on our previously reported net income, earnings per share, revenue, cash, total assets or stockholder’s equity. This change in presentation had the effect of decreasing net cash used in operating activities and net cash provided by financing activities.

Basis of Presentation

     These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information, the instructions to Quarterly Report on Form 10-Q, and Rule 10-01 of Regulation S-X and should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended September 30, 2005. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. All adjustments, consisting of only normal recurring adjustments considered necessary for fair presentation, have been reflected in these unaudited condensed consolidated financial statements. The operating results for the three and six months ended March 31, 2006 are not necessarily indicative of the results that may be expected in future periods.

     In order to maintain consistency and comparability between periods presented, certain amounts have been reclassified from the previously reported unaudited condensed consolidated financial statements to conform to the unaudited condensed consolidated financial statement presentation of the current period. The unaudited condensed consolidated financial statements include our accounts and the accounts of our subsidiaries, all of which are wholly owned. All significant intercompany transactions and accounts have been eliminated.

3.  Acquisitions

     During January 2006, we acquired substantially all of the assets, including certain real estate, and assumed certain liabilities of the Port Arrowhead Group (Port Arrowhead), a privately held boat dealership with locations in Missouri and Oklahoma, for approximately $27.5 million in cash, including acquisition costs, plus working capital adjustments. Port Arrowhead operates six retail locations, including a large marina with more than 300 slips. Port Arrowhead generated more than $70.0 million of revenue in fiscal 2004. The acquisition expands our ability to serve consumers in the Midwest boating community, including neighboring boating destinations in Illinois, Kansas, and Arkansas. The acquisition also allows us to capitalize on Port Arrowhead’s market position and leverage our inventory management and inventory financing resources over the acquired locations. Based on our preliminary valuation, the purchase price is anticipated to result in the recognition of approximately $5.3 million in tax deductible goodwill, including acquisition costs, and approximately $2.9 million in tax deductible indefinite-lived intangible assets (dealer agreements). We are in the process of finalizing the purchase price allocation and determining the fair value of acquired intangible assets; accordingly, certain purchase price allocations are subject to change. Port Arrowhead has been included in our consolidated financial statements since the date of acquisition.

     Pro forma results of operations have not been presented because the effect of the Port Arrowhead acquisition was not significant on either an individual or an aggregate basis.

     During March 2006, we acquired substantially all of the assets and assumed certain liabilities of Surfside-3 Marina, Inc. (Surfside), a privately held boat dealership with eight locations in New York and Connecticut, for approximately $24.8 million in cash and 665,024 shares of common stock, including acquisition costs, plus working capital adjustments. The shares were valued at $33.52 per share, which approximated the average closing market price of our common stock for the five day period beginning two days prior to and ending two days subsequent to the acquisition date. Surfside generated more than $140.0 million of revenue in its last completed fiscal year prior to the acquisition. The acquisition expands our ability to serve consumers in the Northeast boating community and allows us to capitalize on Surfside’s market position and leverage our inventory management and inventory financing resources over the acquired locations. Based on our preliminary valuation, the purchase price is anticipated to result in the recognition of approximately $33.8 million in tax deductible goodwill, including acquisition costs, and approximately $17.9 million in tax deductible indefinite-lived intangible assets (dealer agreements). We are in the process of finalizing the purchase price allocation and determining the fair value of acquired intangible assets; accordingly, certain purchase price allocations are subject to change. Surfside has been included in our consolidated financial statements since the date of acquisition.

9

     The following unaudited pro forma financial information presents the combined results of operations of our company with the operations of Surfside as if the acquisition had occurred as of the beginning of fiscal 2005 and 2006 (in thousands, except per share data):

	Three Months Ended				Six Months Ended
	March 31,				March 31,
	2005		2006		2005		2006
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Revenue	$	246,286	$	316,967	$	451,850	$	522,782
Net income	$	7,205	$	7,841	$	6,935	$	7,262
Net income per common share:
Basic	$	0.42	$	0.43	$	0.41	$	0.40
Dilutive	$	0.39	$	0.40	$	0.38	$	0.38

     This unaudited pro forma financial information is presented for informational purposes only. The unaudited pro forma financial information includes an adjustment to record income taxes as if the significant acquisition was taxed as a C corporation from the beginning of the period presented until its acquisition date. The unaudited pro forma financial information does not include adjustments to remove certain private company expenses, which will not be incurred in future periods. The unaudited pro forma financial information also includes operations and activities that we did not acquire. The unaudited pro forma financial information may not necessarily reflect our future results of operations or what the results of operations would have been had we owned and operated this business as of the beginning of the period presented.

4.  Goodwill and Other Intangible Assets

     We account for goodwill and identifiable intangible assets in accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (SFAS 142). Under this standard, we assess the impairment of goodwill and identifiable intangible assets at least annually and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If the carrying amount of goodwill or an identifiable intangible asset exceeds its fair value, we would recognize an impairment loss. We measure any potential impairment based on various business valuation methodologies, including a projected discounted cash flow method.

     We have determined that our most significant acquired identifiable intangible assets are the dealer agreements of dealerships that we have acquired, which are indefinite-lived intangible assets. We completed the annual impairment test during the fourth quarter of fiscal 2005, based on financial information as of the third quarter of fiscal year 2005, which resulted in no impairment of goodwill or identifiable intangible assets. We will continue to test goodwill and identifiable intangible assets for impairment at least annually and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. To date, we have not recognized any impairment of goodwill or identifiable intangible assets in the application of SFAS 142.

     The carrying amounts of goodwill and identifiable intangible assets as of March 31, 2006 are as follows (amounts in thousands):

			Identifiable
			Intangible
	Goodwill		Assets		Total
Balance, September 30, 2005	$	50,521	$	5,663	$	56,184
Changes during the period		39,274		20,746		60,020
Balance, March 31, 2006	$	89,795	$	26,409	$	116,204

     Goodwill and identifiable intangible asset changes during the period relate to preliminary purchase price allocations on recently completed acquisitions and are subject to change as we finalize the purchase price allocations and determine the fair value of acquired intangible assets.

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5.  Other Long-Term Assets

     During February 2006, we became party to a joint venture with Brunswick and acquired certain real estate and assets of Great American Marina for an aggregate purchase price of approximately $11.0 million, of which we contributed approximately $4.0 million and Brunswick contributed approximately $7.0 million. The terms of the agreement specify that we will operate and maintain the service business, and Brunswick will operate and maintain the marina business. Simultaneous with the closing, the acquired entity became Gulfport Marina, LLC (Gulfport). We accounted for our investment in Gulfport in accordance with Accounting Principles Board Opinion No. 18, “The Equity Method of Accounting for Investments in Common Stock”. Accordingly, we will adjust the carrying amount of our investment in Gulfport to recognize our share of the earnings or losses.

6.  Derivative Instruments and Hedging Activity

     We account for derivative instruments in accordance with Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Certain Hedging Activities” (SFAS 133), as amended by Statement of Financial Accounting Standards No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activity, an Amendment of SFAS 133” (SFAS 138) and Statement of Financial Accounting Standards No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities” (SFAS 149), (collectively SFAS 133). Under these standards, all derivative instruments are recorded as either assets or liabilities on the balance sheet at their respective fair values. Generally, if a derivative instrument is designated as a cash flow hedge, the change in the fair value of the derivative is recorded in other comprehensive income to the extent the derivative is effective, and recognized in the statement of operations when the hedged item affects earnings. If a derivative instrument is designated as a fair value hedge, the change in fair value of the derivative and of the hedged item attributable to the hedged risk is recognized in earnings in the current period. All of our firm commitments and interest rate hedges are designated as cash flow hedges.

     We have entered into foreign currency cash flow hedges to reduce the variability of cash flows associated with firm commitments to purchase boats and yachts from our foreign suppliers in Euro dollars. These cash flow hedges are designed to offset changes in expected cash flows due to fluctuations in the Euro dollar from the point in which the contracts are entered into until actual delivery of the inventory and corresponding payments are made. At March 31, 2006, the outstanding contracts had a combined notional amount of approximately $13.9 million and mature at various times through December 2006. We have separately evaluated each contract using the criteria in SFAS 133 and determined there was no ineffectiveness associated with any of them. We account for the cost of entering into the hedging instruments, or difference between the spot rate and the forward rate at inception, as ineffective and amortize and recognize the related cost as an expense in earnings over the life of the related instrument. During the three and six months ended March 31, 2006, approximately $24,000 and $91,000, respectively, of costs related to entering into the hedging instruments was recorded as an expense in earnings. In addition, outstanding contracts at March 31, 2006 had unrealized gains of approximately $235,000, which were recorded in other current assets on the condensed consolidated balance sheet. For closed contracts related to inventory on hand at March 31, 2006, approximately $5,200 of unrealized losses were recorded as a contra inventory on the condensed consolidated balance sheet. These unrealized losses will be recognized as a cost of sale when the related boat is sold. At March 31, 2006, the net unrealized gains related to open and closed contracts recorded in accumulated other comprehensive income were approximately $261,000. We had no foreign currency cash flow hedges outstanding at March 31, 2005.

     We have entered into an interest rate swap agreement with a notional principal amount of $4.0 million as a hedge against future changes in the interest rate of one of our variable rate mortgage notes payable. Under the terms of the swap agreement, which matures in June 2015, we are required to make payments at a fixed rate of 5.67% and receive a variable rate based on the London Interbank Offering Rate (LIBOR) plus a spread of 125 basis points. At March 31, 2006, the swap agreement had a fair value of approximately $129,000, which was recorded in other long-term assets on the condensed consolidated balance sheet. We had no interest rate swap agreements outstanding at March 31, 2005.

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7.  Short-Term Borrowings

     During March 2006, we entered into an amendment of our existing credit facility, which temporarily increased our asset-based borrowing availability up to $415 million through July 31, 2006. Upon expiration of the temporary increase or unless subsequently amended, our credit facility will revert to the provisions of the February 2006 amendment, which increased our asset-based borrowing availability up to $385 million, and extended the maturity of the credit facility to March 1, 2009, with two one-year renewal options. Prior to the February and March 2006 amendments our credit facility was last amended during February 2005 when we entered into the amended and restated credit and security agreement with four financial institutions and increased our asset-based borrowing availability up to $340 million.

     The credit facility provides us a line of credit with asset-based borrowing availability for working capital and inventory financing, with the amount of permissible borrowings determined pursuant to a borrowing base formula. The credit facility also permits approved-vendor floorplan borrowings of up to $20 million. The credit facility accrues interest at LIBOR plus 150 to 260 basis points, with the interest rate based upon the ratio of our net outstanding borrowings to our tangible net worth. The credit facility is secured by our inventory, accounts receivable, equipment, furniture, and fixtures. The credit facility requires us to satisfy certain covenants, including maintaining a leverage ratio tied to our tangible net worth. As of March 31, 2006, we were in compliance with all of the credit facility covenants.

     The credit facility replaced our previous credit facility with the same financial institutions, which provided for borrowings of up to $260 million and permitted $20 million in approved-vendor floorplan borrowings. The previous credit facility bore interest at a rate of LIBOR plus 175 to 260 basis points. The other terms and conditions of the new credit facility are generally similar to the previous credit facility. The previous credit facility was scheduled to mature in December 2006, with two one-year renewal options remaining.

8.  Stockholders’ Equity

     During March 2006, we issued 665,024 shares of our common stock in conjunction with the acquisition of Surfside. These shares were valued at $33.52 per share, which approximated the average closing market price of our common stock for the five day period beginning two days prior to and ending two days subsequent to the acquisition date.

     We issued a total of 341,575 shares of our common stock in conjunction with our Incentive Stock Plan and Employee Stock Purchase Plan (ESPP) during the six months ended March 31, 2006. Our Incentive Stock Plan provides for the grant of incentive and non-qualified stock options to acquire our common stock, the grant of common stock, the grant of stock appreciation rights, and the grant of other cash awards to key personnel, directors, consultants, independent contractors, and others providing valuable services to us. Our ESPP is available to all our regular employees who have completed at least one year of continuous service.

9.  Stock-Based Compensation

     Effective October 1, 2005, we adopted the provisions of Statement of Financial Accounting Standards No. 123R, “Share-Based Payment” (SFAS 123R) for our share-based compensation plans. We previously accounted for these plans under the recognition and measurement provisions of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (APB 25) and related interpretations and disclosure requirements established by Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (SFAS 123), as amended by Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation – Transitions and Disclosure” (SFAS 148).

     Under APB 25, no compensation expense was recorded in earnings for our stock options and awards granted under our ESPP. The pro forma effects on net income and earnings per share for stock options and ESPP awards were instead disclosed in a footnote to the financial statements. Compensation expense was recorded in earnings for non-vested common stock awards (restricted stock awards) and Board of Director fees. Under SFAS 123R, all share-based compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense in earnings over the requisite service period.

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     We adopted SFAS 123R using the modified prospective transition method. Under this transition method, compensation cost recognized in fiscal 2006 includes (a) the compensation cost for all share-based awards granted prior to, but not yet vested as of October 1, 2005, based on the grant-date fair value estimated in accordance with the original provisions of SFAS 123 and (b) the compensation cost for all share-based awards granted subsequent to September 30, 2005, based on the grant-date fair value estimated in accordance with the provisions of SFAS 123R. Results for prior periods have not been restated.

     Upon adoption of SFAS 123R, we continued to use the Black-Scholes valuation model for valuing all stock options and shares granted under the ESPP. Compensation for restricted stock awards is measured at fair value on the grant date based on the number of shares expected to vest and the quoted market price of our common stock. Compensation cost for all awards will be recognized in earnings, net of estimated forfeitures, on a straight-line basis over the requisite service period.

     The following table illustrates the effect on net income and earnings per share as if we had applied the fair-value recognition provisions of SFAS 123 to all of our share-based compensation awards for periods prior to the adoption of SFAS 123R, and the actual effect on net income and earnings per share for periods subsequent to the adoption of SFAS 123R (amounts in thousands, except per share data):

	Three Months Ended						Six Months Ended
	March 31,						March 31,
	2005			2006			2005			2006
Net income as reported	$	7,006		$	8,588		$	9,835		$	9,252
Add: Stock-based employee compensation expense, included in reported net income, net of related tax effects of $85 and $377 for the three months ended and $116 and $629 for the six months ended		136			988			186			1,825
Deduct: Total stock-based employee compensation expense determined under the fair value based method for all awards, net of related tax effects of $179 and $377 for the three months ended and $295 and $629 for the six months ended		(752	)		(988	)		(1,376	)		(1,825	)
Pro forma net income	$	6,390		$	8,588		$	8,645		$	9,252
Basic earnings per share:
As reported	$	0.42		$	0.49		$	0.61		$	0.52
Pro forma	$	0.39		$	0.49		$	0.54		$	0.52
Diluted earnings per share:
As reported	$	0.39		$	0.46		$	0.57		$	0.50
Pro forma	$	0.36		$	0.46		$	0.50		$	0.50

     Cash received from option exercises under all share-based payment arrangements for the six months ended March 31, 2005 and 2006 was approximately $3.1 million and $2.0 million, respectively. Tax benefits realized for tax deductions from option exercises for the six months ended March 31, 2005 and 2006 was approximately $1.7 million and $600,000, respectively. We currently expect to satisfy share-based awards with registered shares available to be issued.

10.  1998 Incentive Stock Plan (the Incentive Stock Plan)

     The Incentive Stock Plan provides for the grant of incentive and non-qualified stock options to acquire our common stock, the grant of common stock, the grant of stock appreciation rights, and the grant of other cash awards to key personnel, directors, consultants, independent contractors, and others providing valuable services to us. The maximum number of shares of common stock that may be issued pursuant to the Incentive Stock Plan is the lesser of 4,000,000 shares or the sum of (1) 20% of the then-outstanding shares of our common stock plus (2) the number of

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shares exercised with respect to any awards granted under the Incentive Stock Plan. The Incentive Stock Plan terminates in April 2008, and options may be granted at any time during the life of the Incentive Stock Plan. The date on which options vest and the exercise prices of options are determined by the Board of Directors or the Plan Administrator. The Incentive Stock Plan also includes an Automatic Grant Program providing for the automatic grant of options (Automatic Options) to our non-employee directors.

     The exercise price of options granted under the Incentive Stock Plan is to be at least equal to the fair market value of shares of common stock on the date of grant. The term of options under the Incentive Stock Plan may not exceed ten years. The options granted have varying vesting periods, but generally become fully vested at either the end of year five or the end of year seven, depending on the specific grant.

     The following table summarizes option activity from September 30, 2005 through March 31, 2006:

											Weighted
									Weighted		Average
	Shares						Aggregate		Average		Remaining
	Available			Options			Intrinsic Value		Exercise		Contractual
	for Grant			Outstanding			(in thousands)		Price		Life
Balance at September 30, 2005		929,488			2,258,131				$	13.57		6.0
Options authorized		—			—
Options expired		—			—
Options granted		(325,145	)		325,145				$	28.01
Options cancelled		30,251			(30,251	)			$	15.62
Restricted stock awards		(175,000	)		—
Options exercised		—			(134,620	)			$	9.92
Balance at March 31, 2006		459,594			2,418,405		$	43,594	$	15.58		6.1
Exercisable at March 31, 2006		—			873,062		$	19,261	$	11.76		3.8

     The weighted-average grant date fair value of options granted during the six months ended March 31, 2005 and 2006 was $12.25 and $11.90, respectively. The total intrinsic value of options exercised during the six months ended March 31, 2005 and 2006 was approximately $4.6 million and $2.5 million, respectively.

     As of March 31, 2006, there was approximately $5.9 million of unrecognized compensation costs related to non-vested options that is expected to be recognized over a weighted average period of 4.4 years. The total fair value of options vested during the six months ended March 31, 2005 and 2006 was approximately $540,000 and $840,000, respectively.

     We continued using the Black-Scholes model to estimate the fair value of options granted during fiscal 2006. The expected term of options granted is derived from the output of the option pricing model and represents the period of time that options granted are expected to be outstanding. Volatility is based on the historical volatility of our common stock. The risk-free rate for periods within the contractual term of the options is based on the U.S. Treasury yield curve in effect at the time of grant.

     The following are the weighted-average assumptions used for each respective period:

	Three Months Ended						Six Months Ended
	March 31,						March 31,
	2005			2006			2005			2006
Dividend yield		0.0	%		0.0	%		0.0	%		0.0	%
Risk-free interest rate		3.9	%		4.6	%		3.5	%		4.5	%
Volatility		44.1	%		43.8	%		44.6	%		45.0	%
Expected life	5.4 years			6.2 years			5.4 years			4.5 years

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11.  Employee Stock Purchase Plan (the Stock Purchase Plan)

     The Stock Purchase Plan provides for up to 750,000 shares of common stock to be issued, and is available to all our regular employees who have completed at least one year of continuous service. The Stock Purchase Plan provides for implementation of up to 10 annual offerings beginning on the first day of October in the years 1998 through 2007, with each offering terminating on September 30 of the following year. Each annual offering may be divided into two six-month offerings. For each offering, the purchase price per share will be the lower of (i) 85% of the closing price of the common stock on the first day of the offering or (ii) 85% of the closing price of the common stock on the last day of the offering. The purchase price is paid through periodic payroll deductions not to exceed 10% of the participant’s earnings during each offering period. However, no participant may purchase more than $25,000 worth of common stock annually.

     The following are the weighted-average assumptions used for each respective period:

	Three Months Ended						Six Months Ended
	March 31,						March 31,
	2005			2006			2005			2006
Dividend yield		0.0	%		0.0	%		0.0	%		0.0	%
Risk-free interest rate		2.6	%		4.5	%		2.6	%		4.5	%
Volatility		36.4	%		31.8	%		36.4	%		31.8	%
Expected life	six-months			six-months			six-months			six-months

12.  Restricted Stock Awards

     During the first quarter of fiscal 2005 and 2006, we granted restricted stock awards to certain key employees pursuant to the 1998 Incentive Stock Plan. The restricted stock awards have varying vesting periods, but generally become fully vested at either the end of year four or the end of year five, depending on the specific awards.

     The restricted stock awards granted in fiscal 2005 were accounted for using the measurement and recognition provisions of APB 25. Accordingly, compensation cost was measured at the grant date using the intrinsic value method and will be recognized in earnings over the periods in which the restricted stock awards vest. The restricted stock awards granted subsequent to September 30, 2005 are accounted for using the measurement and recognition provisions of SFAS 123R. Accordingly, the fair value of the restricted stock awards is measured on the grant date and recognized in earnings over the requisite service period.

     The following table summarizes restricted stock activity from September 30, 2005 through March 31, 2006:

			Weighted
			Average
			Grant Date
	Shares		Fair Value
Non-vested balance at September 30, 2005		103,000	$	29.39
Changes during the period Shares granted		175,000	$	27.47
Shares vested		—	$	—
Shares forfeited		—	$	—
Non-vested balance at March 31, 2006		278,000	$	28.18

     As of March 31, 2006, there was approximately $6.3 million of total unrecognized compensation cost related to restricted stock awards granted under the Plan. That cost is expected to be recognized over a weighted-average period of 4.0 years. Pursuant to SFAS 123R, the approximate $2.4 million of deferred stock compensation recorded as a reduction to stockholders’ equity at September 30, 2005 is no longer reported as a separate component of stockholders’ equity and is instead recorded in additional paid-in capital.

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13.  Earnings Per Share

     The following is a reconciliation of the shares used in the denominator for calculating basic and diluted earnings per share:

	Three Months Ended				Six Months Ended
	March 31,				March 31,
	2005		2006		2005		2006
Weighted average common shares outstanding used in calculating basic earnings per share		16,505,919		17,705,799		16,137,974		17,658,304
Effect of dilutive options		1,328,601		1,045,618		1,254,415		979,813
Weighted average common and common equivalent shares used in calculating diluted earnings per share		17,834,520		18,751,417		17,392,389		18,638,117

     Options to purchase 433 and 26,000 shares of common stock as of March 31, 2005 and 2006, respectively, were not included in the computation of diluted earnings per share because the options’ exercise prices were greater than the average market price of our common stock, and therefore, their effect would be anti-dilutive.

14.  Contingencies

     We are party to various legal actions arising in the ordinary course of business. With the exception of a single lawsuit award that we are currently appealing, the ultimate liability, if any, associated with these matters was not determinable at March 31, 2006. However, based on information available at March 31, 2006 surrounding the single lawsuit award, our accrued litigation reserve approximated $1.9 million. While it is not feasible to determine the outcome of these actions at this time, we do not believe that the ultimate resolution of these matters will have a material adverse effect on our consolidated financial condition, results of operations, or cash flows.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include statements relating to our future economic performance, plans and objectives for future operations, and projections of revenue and other financial items that are based on our beliefs as well as assumptions made by and information currently available to us. Actual results could differ materially from those currently anticipated as a result of a number of factors, including those listed under “Business-Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2005.

General

     We are the largest recreational boat retailer in the United States with fiscal year 2005 revenue exceeding $947.0 million. Through our current 85 retail locations in 21 states, we sell new and used recreational boats and related marine products, including engines, trailers, parts, and accessories. We also arrange related boat financing, insurance, and extended warranty contracts; provide boat repair and maintenance services; offer yacht and boat brokerage services; and, where available, offer slip and storage accommodations.

     We were incorporated in January 1998. We conducted no operations until the acquisition of five independent recreational boat dealers on March 1, 1998. Since the initial acquisitions in March 1998, we have acquired 20 recreational boat dealers, two boat brokerage operations, and one full-service yacht repair facility. As a part of our acquisition strategy, we frequently engage in discussions with various recreational boat dealers regarding their potential acquisition by us. Potential acquisition discussions frequently take place over a long period of time and

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involve difficult business integration and other issues, including in some cases, management succession and related matters. As a result of these and other factors, a number of potential acquisitions that from time to time appear likely to occur do not result in binding legal agreements and are not consummated.

Application of Critical Accounting Policies

     We have identified the policies below as critical to our business operations and the understanding of our results of operations. The impact and risks related to these policies on our business operations is discussed throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations when such policies affect our reported and expected financial results.

     In the ordinary course of business, we make a number of estimates and assumptions relating to the reporting of our financial condition and results of operations in the preparation of our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. The results form the basis for making judgments about various matters, including the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ significantly from those estimates under different assumptions and conditions. We believe that the following discussion addresses our most critical accounting policies, which are those that are most important to our financial condition and results of operations and require our most difficult, subjective, and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

Revenue Recognition

     We recognize revenue from boat, motor, and trailer sales and parts, service, and storage operations at the time the boat, motor, trailer, or part is delivered to or accepted by the customer or service is completed. We recognize commissions earned from a brokerage sale at the time the related brokerage transaction closes. We recognize revenue from slip and storage services on a straight line basis over the term of the slip or storage agreement. We recognize commissions earned by us for placing notes with financial institutions in connection with customer boat financing when the related boat sale is recognized. We also recognize marketing fees earned on credit life, accident and disability, and hull insurance products sold by third-party insurance companies at the later of customer acceptance of the insurance product, as evidenced by contract execution, or when the related boat sale is recognized. We also recognize commissions earned on extended warranty service contracts sold on behalf of third-party insurance companies at the later of customer acceptance of the service contract terms, as evidenced by contract execution, or when the related boat sale is recognized.

     We may be charged back on certain finance and extended warranty commissions and marketing fees on insurance products if a customer terminates or defaults on the underlying contract within a specified period of time. Based upon our experience of terminations and defaults, we maintain a chargeback allowance, which was not material to our condensed consolidated financial statements taken as a whole as of September 30, 2005 or March 31, 2006. Should results differ materially from our historical experiences, we would need to modify our estimate of future chargebacks, which could have a material adverse effect on our operating margins.

Vendor Consideration Received

     We account for consideration received from our vendors in accordance with Emerging Issues Task Force Issue No. 02-16, “Accounting by a Customer (Including a Reseller) for Certain Consideration Received from a Vendor” (EITF 02-16). EITF 02-16 requires us to classify interest assistance received from manufacturers as a reduction of inventory cost and related cost of sales. Additionally, based on the requirements of our co-op assistance programs from our manufacturers, EITF 02-16 permits the netting of the assistance against related advertising expenses.

Inventories

     Inventory costs consist of the amount paid to acquire the inventory, net of vendor consideration and purchase discounts, the cost of equipment added, reconditioning costs, and transportation costs relating to relocating inventory prior to sale. New and used boat, motor, and trailer inventories are stated at the lower of cost, determined on a specific-

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identification basis, or market. Parts and accessories are stated at the lower of cost, determined on the first-in, first-out basis, or market. If the carrying amount of our inventory exceeds its fair value, we reduce the carrying amount to reflect fair value. We utilize our historical experience and current sales trends as the basis for our lower of cost or market analysis. If events occur and market conditions change, causing the fair value to fall below carrying value, further reductions may be required.

Valuation of Goodwill and Other Intangible Assets

     We account for goodwill and identifiable intangible assets in accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (SFAS 142). Under this standard, we assess the impairment of goodwill and identifiable intangible assets at least annually and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If the carrying amount of goodwill or an identifiable intangible asset exceeds its fair value, we would recognize an impairment loss. We measure any potential impairment based on various business valuation methodologies, including a projected discounted cash flow method.

     We have determined that our most significant acquired identifiable intangible assets are the dealer agreements, which are indefinite-lived intangible assets. We completed the annual impairment test during the fourth quarter of fiscal 2005, based on financial information as of the third quarter of fiscal 2005, which resulted in no impairment of goodwill or identifiable intangible assets. We will continue to test goodwill and identifiable intangible assets for impairment at least annually and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. To date, we have not recognized any impairment of goodwill or identifiable intangible assets in the application of SFAS 142. Net goodwill and identifiable intangible assets amounted to approximately $89.8 million and $26.4 million, respectively, as of March 31, 2006. The most significant estimates used in our goodwill valuation model include estimates of the future growth in our cash flows and future working capital needs to support our projected growth. Should circumstances change causing these assumptions to differ materially from our expectations, goodwill may become impaired, resulting in a material adverse effect on our operating margins.

Impairment of Long-Lived Assets

     We review property, plant, and equipment for impairment in accordance with Statement of Financial Accounting Standards No.144, “Accounting for Impairment or Disposal of Long-Lived Assets” (SFAS 144). SFAS 144 requires that long-lived assets, such as property and equipment and purchased intangibles subject to amortization, be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of the asset is measured by comparison of its carrying amount to the undiscounted future net cash flows the asset is expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds its fair market value. Estimates of expected future cash flows represent our best estimate based on currently available information and reasonable and supportable assumptions. Any impairment recognized in accordance with SFAS 144 is permanent and may not be restored. To date, we have not recognized any impairment of long-lived assets in the application of SFAS 144.

Insurance

     We retain varying levels of risk relating to the insurance policies we maintain, most significantly workers’ compensation insurance and employee medical benefits. As a result, we are responsible for the claims and losses incurred under these programs, limited by per occurrence deductibles and paid claims or losses up to pre-determined maximum exposure limits. Any losses above the pre-determined exposure limits are paid by our third-party insurance carriers. We estimate our future losses using our historical loss experience, our judgment, and industry information.

Derivative Instruments

     We account for derivative instruments in accordance with Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Certain Hedging Activities” (SFAS 133), as amended by Statement of Financial Accounting Standards No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging

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Activity, an Amendment of SFAS 133” (SFAS 138) and Statement of Financial Accounting Standards No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities” (SFAS 149), (collectively SFAS 133). Under these standards, all derivative instruments are recorded on the balance sheet at their respective fair values. Generally, if a derivative instrument is designated as a cash flow hedge, the change in the fair value of the derivative is recorded in other comprehensive income to the extent the derivative is effective, and recognized in the statement of operations when the hedged item affects earnings. If a derivative instrument is designated as a fair value hedge, the change in fair value of the derivative and of the hedged item attributable to the hedged risk are recognized in earnings in the current period.

     For a more comprehensive list of our accounting policies, including those which involve varying degrees of judgment, see Note 3 – “Significant Accounting Policies” of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2005.

Consolidated Results of Operations

     The following discussion compares the three and six months ended March 31, 2006 to the three and six months ended March 31, 2005 and should be read in conjunction with the Condensed Consolidated Financial Statements, including the related notes thereto, appearing elsewhere in this Report.

Three Months Ended March 31, 2006 Compared with Three Months Ended March 31, 2005

     Revenue. Revenue increased $59.0 million, or 25.8%, to $287.4 million for the three months ended March 31, 2006 from $228.4 million for the three months ended March 31, 2005. Of this increase, $26.3 million was attributable to stores opened or acquired that were not eligible for inclusion in the comparable-store base and $32.7 million was attributable to a 14.4% growth in comparable-store sales. The increase in comparable-store sales for the three months ended March 31, 2006 resulted primarily from an increase of approximately $29.0 million in boat and yacht sales. This increase in boat and yacht sales on a comparable-store basis helped generate an increase in revenue from our parts, finance, insurance, and service products of approximately $3.7 million.

     Gross Profit. Gross profit increased $13.6 million, or 24.6%, to $68.6 million for the three months ended March 31, 2006 from $55.0 million for the three months ended March 31, 2005. Gross profit as a percentage of revenue decreased to 23.9% for the three months ended March 31, 2006 from 24.1% for the three months ended March 31, 2005. The decrease was primarily attributable to an increase in yacht sales, which generally carry lower gross margins than boat sales. This decrease was partially offset by incremental improvements in finance, insurance, brokerage, parts, and service revenues, which generally yield higher gross margins than boat sales.

     Selling, General, and Administrative Expenses. Selling, general, and administrative expenses increased $9.2 million, or 22.4%, to $50.1 million for the three months ended March 31, 2006 from $40.9 million for the three months ended March 31, 2005. Selling, general, and administrative expenses as a percentage of revenue decreased approximately 50 basis points to 17.4% for the three months ended March 31, 2006 from 17.9% for the three months ended March 31, 2005. However, our comparable-stores selling, general, and administrative expenses decreased by approximately 95 basis points as a percentage of revenue. This decrease incurred by our comparable-store locations resulted from the leveraging of our operating expense structure. This leverage was partially offset by approximately $800,000 of stock option compensation expense recognized in accordance with the adoption of SFAS 123R. Additionally, the leverage was partially offset by an increase in expenses due to increased facilities and other costs associated with new and acquired stores.

     Interest Expense. Interest expense increased $1.6 million, or 58.8%, to $4.3 million for the three months ended March 31, 2006 from $2.7 million for the three months ended March 31, 2005. Interest expense as a percentage of revenue increased to 1.5% for the three months ended March 31, 2006 from 1.2 % for the three months ended March 31, 2005. The increase was primarily a result of a less favorable interest rate environment, which accounted for approximately $1.0 million of the increase and increased borrowings associated with our revolving credit facility and mortgages, which accounted for approximately $600,000.

     Income Tax Provision. Income taxes increased $1.2 million, or 27.8%, to $5.6 million for the three months ended March 31, 2006 from $4.4 million for the three months ended March 31, 2005 as a result of increased

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earnings. Our effective income tax rate increased slightly to 39.5% for the three months ended March 31, 2006 from 38.5% for the three months ended March 31, 2005, primarily as a result of the adoption of SFAS 123R.

Six Months Ended March 31, 2006 Compared with Six Months Ended March 31, 2005

     Revenue. Revenue increased $56.0 million, or 13.6%, to $468.6 million for the six months ended March 31, 2006 from $412.6 million for the six months ended March 31, 2005. Of this increase, approximately $30.0 million was attributable to stores opened or acquired that are not eligible for inclusion in the comparable-store base and approximately $26.0 million was attributable to a 6.3% growth in comparable-store sales. The increase in comparable-store sales for the six months ended March 31, 2006 resulted primarily from an increase of approximately $21.7 million in boat and yacht sales. This increase in boat and yacht sales on a comparable-store basis helped generate an increase in revenue from our parts, service, finance, and insurance products of approximately $4.3 million.

     Gross Profit. Gross profit increased $13.8 million, or 13.9%, to $112.9 million for the six months ended March 31, 2006 from $99.1 million for the six months ended March 31, 2005. Gross profit as a percentage of revenue increased to 24.1% for the six months ended March 31, 2006 from 24.0% for the six months ended March 31, 2005. This increase was primarily attributable to incremental improvements in service, finance, insurance, parts, and brokerage revenues, which generally yield higher gross margins than boat sales. The increase in gross profit was partially offset by an increase in yacht sales, which generally yield lower gross margins than boat sales.

     Selling, General, and Administrative Expenses. Selling, general, and administrative expenses increased $12.5 million, or 16.0%, to $90.6 million for the six months ended March 31, 2006 from $78.1 million for the six months ended March 31, 2005. Selling, general, and administrative expenses as a percentage of revenue increased approximately 40 basis points to 19.3% for the six months ended March 31, 2006 from 18.9% for the six months ended March 31, 2005. However, our comparable-stores selling, general, and administrative expenses decreased by approximately 15 basis points as a percentage of revenue. This decrease incurred by our comparable-store locations resulted from the leveraging of our operating expense structure. This leverage was partially offset by stock option compensation expense recognized in accordance with the adoption of SFAS 123R of approximately $1.5 million and hurricane related expenses of approximately $1.2 million to move and repair inventory, net of related insurance reimbursements and uninsured losses to our locations.

     Interest Expense. Interest expense increased $2.0 million, or 38.7%, to $7.1 million for the six months ended March 31, 2006 from $5.1 million for the six months ended March 31, 2005. Interest expense as a percentage of revenue increased to 1.5% for the six months ended March 31, 2006 from 1.2% for the six months ended March 31, 2005. The increase was primarily a result of a less favorable interest rate environment which accounted for approximately $1.9 million of the increase and increased borrowings associated with our revolving credit facility and mortgages, which accounted for approximately $100,000.

     Income Tax Provision. Income taxes decreased $100,000, or 1.6%, to $6.1 million for the six months ended March 31, 2006 from $6.2 million for the six months ended March 31, 2005 as a result of decreased earnings. Our effective income tax rate increased slightly to 39.6% for the six months ended March 31, 2006 from 38.5% for the six months ended March 31, 2005, primarily as a result of the adoption of SFAS 123R.

Liquidity and Capital Resources

     Our cash needs are primarily for working capital to support operations, including new and used boat and related parts inventories, off-season liquidity, and growth through acquisitions and new store openings. We regularly monitor the aging of our inventories and current market trends to evaluate our current and future inventory needs. We also use this evaluation in conjunction with our review of our current and expected operating performance and expected growth to determine the adequacy of our financing needs. These cash needs have historically been financed with cash generated from operations and borrowings under our line of credit facility. We currently depend upon dividends and other payments from our consolidated operating subsidiaries and our line of credit facility to fund our current operations and meet our cash needs. Currently, no agreements exist that restrict this flow of funds from our operating subsidiaries.

20

     For the six months ended March 31, 2005 and 2006, cash used in operating activities approximated $32.4 million and $64.6 million, respectively. For the six months ended March 31, 2005 and 2006, cash used in operating activities was due primarily to increases in inventories to ensure appropriate inventory levels moving into the spring and summer boating season, partially offset by net income, an increase in accounts payable due to the timing of certain payments to our manufacturers, and an increase in customer deposits.

     For the six months ended March 31, 2005 and 2006, cash used in investing activities approximated $6.7 million and $89.5 million, respectively. For the six months ended March 31, 2005, cash used in investing activities was primarily used to purchase property and equipment associated with opening new retail facilities or improving and relocating existing retail facilities and in business acquisitions. For the six months ended March 31, 2006, cash used in investing activities was primarily used in business acquisitions (Port Arrowhead and Surfside), to purchase property and equipment associated with opening new retail facilities or improving and relocating existing retail facilities, and to invest in a joint venture.

     For the six months ended March 31, 2005 and 2006, cash provided by financing activities approximated $45.0 million and $141.8 million, respectively. For the six months ended March 31, 2005, cash provided by financing activities was primarily attributable to common shares issued through the February 2005 public offering, the exercise of stock options, and stock purchases under our employee stock purchase plan, partially offset by repayments on long-term debt. For the six months ended March 31, 2006, cash provided by financing activities was primarily attributable to increased borrowings on short-term borrowings, the exercise of stock options, and stock purchases under our employee stock purchase plan, partially offset by repayments on long-term debt.

     As of March 31, 2006, our indebtedness totaled approximately $412.3 million, of which approximately $27.3 million was associated with our real estate holdings and approximately $385.0 million was associated with financing our inventory and working capital needs. At March 31, 2005 and 2006, the interest rate on the outstanding short-term borrowings was 4.2% and 6.1%, respectively. At March 31, 2006, our additional available borrowings under our credit facility were approximately $30.0 million.

     We currently maintain an amended and restated credit and security agreement with four financial institutions. The credit facility provides us a line of credit with asset-based borrowing availability of up to $385 million ($415 million from March 2006 through July 31, 2006) for working capital and inventory financing, with the amount of permissible borrowings determined pursuant to a borrowing base formula. The credit facility also permits approved-vendor floorplan borrowings of up to $20 million. The credit facility accrues interest at LIBOR plus 150 to 260 basis points, with the interest rate based upon the ratio of our net outstanding borrowings to our tangible net worth. The credit facility is secured by our inventory, accounts receivable, equipment, furniture, and fixtures. The credit facility requires us to satisfy certain covenants, including maintaining a leverage ratio tied to our tangible net worth. The credit facility matures in March 2009, with two one-year renewal options remaining. As of March 31, 2006, we were in compliance with all of the credit facility covenants.

     We issued a total of 341,575 shares of our common stock in conjunction with our Incentive Stock Plan and Employee Stock Purchase Plan during the six months ended March 31, 2006 in exchange for approximately $2.0 million in cash. Our Incentive Stock Plan provides for the grant of incentive and non-qualified stock options to acquire our common stock, the grant of common stock, the grant of stock appreciation rights, and the grant of other cash awards to key personnel, directors, consultants, independent contractors, and others providing valuable services to us. Our Employee Stock Purchase Plan is available to all our regular employees who have completed at least one year of continuous service.

     Except as specified in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in the attached unaudited condensed consolidated financial statements, we have no material commitments for capital for the next 12 months. We believe that our existing capital resources will be sufficient to finance our operations for at least the next 12 months, except for possible significant acquisitions.

21

Impact of Seasonality and Weather on Operations

     Our business, as well as the entire recreational boating industry, is highly seasonal, with seasonality varying in different geographic markets. With the exception of Florida, we generally realize significantly lower sales and higher levels of inventories, and related short-term borrowings, in the quarterly periods ending December 31 and March 31. The onset of the public boat and recreation shows in January stimulates boat sales and allows us to reduce our inventory levels and related short-term borrowings throughout the remainder of the fiscal year. Our business could become substantially more seasonal as we acquire dealers that operate in colder regions of the United States.

     Our business is also subject to weather patterns, which may adversely affect our results of operations. For example, drought conditions (or merely reduced rainfall levels) or excessive rain, may close area boating locations or render boating dangerous or inconvenient, thereby curtailing customer demand for our products. In addition, unseasonably cool weather and prolonged winter conditions may lead to a shorter selling season in certain locations. Hurricanes and other storms could result in disruptions of our operations or damage to our boat inventories and facilities, as was the case during fiscal 2005 when Florida and other markets were affected by numerous hurricanes. Although our geographic diversity is likely to reduce the overall impact to us of adverse weather conditions in any one market area, these conditions will continue to represent potential, material adverse risks to us and our future financial performance.

22

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     At March 31, 2006, approximately 98.1% of our short- and long-term debt bears interest at variable rates, generally tied to a reference rate such as the LIBOR rate or the prime rate of interest of certain banks. Changes in interest rates on loans from these financial institutions could affect our earnings due to interest rates charged on certain underlying obligations that are variable. At March 31, 2006, a hypothetical 100 basis point increase in interest rates on our variable rate obligations would have resulted in an increase of approximately $4.0 million in annual pre-tax interest expense. This estimated increase is based upon the outstanding balances of all of our variable rate obligations and assumes no mitigating changes by us to reduce the outstanding balances or additional interest assistance that would be received from vendors due to the hypothetical interest rate increase.

     Products purchased from the Italy-based Ferretti Group are subject to fluctuations in the Euro to U.S. dollar exchange rate, which ultimately may impact the retail price at which we can sell such products. Accordingly, fluctuations in the value of the Euro as compared with the U.S. dollar may impact the price points at which we can sell profitably Ferretti Group products, and such price points may not be competitive with other product lines in the United States. Accordingly, such fluctuations in exchange rates ultimately may impact the amount of revenue or cost of goods sold, cash flows, and earnings we recognize for the Ferretti Group product line. The impact of these currency fluctuations could increase, particularly as our revenue from the Ferretti Group products increases as a percentage of our total revenue. We cannot predict the effects of exchange rate fluctuations on our operating results. Therefore, in certain cases, we have entered into foreign currency cash flow hedges to reduce the variability of cash flows associated with firm commitments to purchase boats and yachts from Ferretti Group. At March 31, 2006, these outstanding contracts have a combined notional amount of approximately $13.9 million and mature at various times through December 2006. At March 31, 2006 these outstanding contracts had unrealized gains of approximately $235,000, which were recorded in other current assets on the condensed consolidated balance sheet with approximately $261,000 recorded in accumulated other comprehensive income. The firm commitments will settle in Euro dollars. We cannot assure that our strategies will adequately protect our operating results from the effects of exchange rate fluctuations.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

     We carried out an evaluation as required by Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, with the participation of our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of our disclosure controls and procedures as of March 31, 2006. Based on this evaluation, our CEO and CFO have each concluded that our disclosure controls and procedures are effective to ensure that we record, process, summarize, and report information required to be disclosed by us in our reports filed under the Securities Exchange Act within the time periods specified by the Securities and Exchange Commission’s rules and forms.

Changes in Internal Controls

     During the quarter ended March 31, 2006, there were no changes in our internal controls over financial reporting that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting. On May 5, 2006, we filed a Form 8-K announcing a required restatement of our Statements of Cash Flows, as presented in the Form 10-K for the year ended September 30, 2005 and the Form 10-Q for the quarter ended December 31, 2005, relating to the presentation of certain information regarding the short-term borrowings and repayments related to new and used boat inventory in the consolidated statements of cash flows. We are currently evaluating the characterization of the deficiency in our disclosure controls and internal controls over financial reporting in the prior periods. Prior to the filing of the Form 10-Q for the quarter ended March 31, 2006, we had remediated the internal control deficiency that was associated with the restatement.

23

Limitations on the Effectiveness of Controls

     Our management, including our CEO and CFO, does not expect that our disclosure controls and internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, a control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

CEO and CFO Certifications

     Exhibits 31.1 and 31.2 are the Certifications of the CEO and the CFO, respectively. The Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). This Item of this report, which you are currently reading is the information concerning the Evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

24

PART II
OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Not applicable.

ITEM 1A. RISK FACTORS

Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Our 2006 Annual Meeting of Stockholders was held on February 9, 2006. The following nominees were elected to our Board of Directors to serve as Class II directors for three-year terms expiring in 2009, or until their respective successors have been elected and qualified:

Nominee	Votes in Favor		Withheld
William H. McGill, Jr.		15,546,054		1,235,260
John B. Furman		15,378,219		1,403,095
Robert S. Kant		14,895,721		1,885,593

The following directors’ terms of office continued after the 2006 Annual Meeting of Stockholders:

Director

Michael H. McLamb

Robert D. Basham

Hilliard M. Eure, III

Joseph A. Watters

Dean S. Woodman

Our stockholders approved a proposal to approve our incentive compensation program:

Votes in Favor	Opposed	Abstained	Broker Non-Vote
15,936,343	822,511	15,358	7,102

     Our stockholders did not approve a proposal to increase the limitation on the maximum number of shares of common stock that may be issued under our 1998 Incentive Stock Plan from 4,000,000 to 6,000,000:

Votes in Favor	Opposed	Abstained	Broker Non-Vote
3,514,441	11,966,532	9,645	1,290,696

25

Finally, our stockholders ratified the appointment of Ernst & Young LLP, an independent registered certified public accounting firm, as our independent auditor for the fiscal year ending September 30, 2006:

Votes in Favor	Opposed	Abstained	Broker Non-Vote
16,722,784	57,018	1,512	—

ITEM 5. OTHER INFORMATION

Not applicable.

ITEM 6. EXHIBITS

10.1(l)†	Asset Purchase Agreement between Registrant and Surfside-3 Marina, Inc.
10.20(b)	Amendment No. 3 to the Amended and Restated Credit and Security Agreement, among the Company and its subsidiaries, as Borrower, Keybank National Association, Bank of America, N.A., and various other lenders, as Lenders.
10.20(c)	Amendment No. 4 to the Amended and Restated Credit and Security Agreement, among the Company and its subsidiaries, as Borrower, Keybank National Association, Bank of America, N.A., and various other lenders, as Lenders.
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

† Certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

26

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	MARINEMAX, INC.
May 10, 2006	By:	/s/ Michael H. McLamb
	Michael H. McLamb
	Executive Vice President,
	Chief Financial Officer, Secretary, and Director
	(Principal Accounting and Financial Officer)

27

EXHIBIT INDEX

10.1(l)†	Asset Purchase Agreement between Registrant and Surfside-3 Marina, Inc.
10.20(b)	Amendment No. 3 to the Amended and Restated Credit and Security Agreement, among the Company and its subsidiaries, as Borrower, Keybank National Association, Bank of America, N.A., and various other lenders, as Lenders.
10.20(c)	Amendment No. 4 to the Amended and Restated Credit and Security Agreement, among the Company and its subsidiaries, as Borrower, Keybank National Association, Bank of America, N.A., and various other lenders, as Lenders.
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

† Certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

EX-10.1L

                                                                 EXHIBIT 10.1(L)

NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY "[***]" ARE SUBJECT TO A
CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT.
COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY'S CONFIDENTIAL TREATMENT
REQUEST.

                            ASSET PURCHASE AGREEMENT

                           DATED AS OF MARCH 30, 2006

                                      AMONG

                          MARINEMAX OF NEW YORK, INC.,

                            SURFSIDE-3 MARINA, INC.,

                                MATTHEW BARBARA,

                                  PAUL BARBARA,

                                  DIANE KEENEY,

                                ANGELA CHIANESE,

                                       AND

                         CERTAIN AFFILIATED COMPANIES OF
                             SURFSIDE 3 MARINA, INC.



[***] -- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                TABLE OF CONTENTS



                                                                            PAGE
                                                                            ----
                                                                         
SECTION I. TRANSFER OF ASSETS............................................     1

   1.1.   Purchase and Sale of Assets....................................     1

   1.2.   Purchased Assets...............................................     1
          (a)   Trade Accounts Receivable................................     2
          (b)   Inventory................................................     2
          (c)   Intellectual Property....................................     2
          (d)   Prepaid Expenses.........................................     2
          (e)   Machinery, Equipment, Vehicles, Furniture, Fixtures......     2
          (f)   Claims and Rights to the Purchased Assets................     2
          (g)   Leased Personalty........................................     3
          (h)   Business Contracts.......................................     3
          (i)   Customer and Supplier Lists..............................     3
          (j)   Licenses, Permits, and Approvals.........................     3
          (k)   Books and Records........................................     3
          (l)   Computer Software and Hardware...........................     4
          (m)   Names....................................................     4
          (n)   Phone and Facsimile Numbers, E-Mail Addresses, and Web
                Sites....................................................     4
          (o)   Leasehold Interests......................................     4
          (p)   Payments from Manufacturers..............................     4
          (q)   Goodwill.................................................     4
          (r)   Covenant Not to Compete..................................     4
          (s)   Pending Sales Contracts..................................     4
          (t)   Payments from Retail Financing Sources...................     4

   1.3.   Excluded Assets................................................     4
          (a)   Rights Hereunder.........................................     4
          (b)   Corporate Documents......................................     5
          (c)   Records of Negotiations..................................     5
          (d)   Employee Records.........................................     5
          (e)   Tax Records..............................................     5
          (f)   Disposed of Assets.......................................     5
          (g)   Cash.....................................................     5
          (h)   Bank Accounts............................................     5
          (i)   [***]....................................................     5
          (j)   Tax and Insurance Refunds................................     5
          (k)   Non-Trade Accounts Receivable............................     5
          (l)   Securities...............................................     5
          (m)   [***]....................................................     5

SECTION II. ASSUMPTION OF LIABILITIES....................................     5
   2.1.   Assumed Liabilities............................................     5



                                      -i-



[***] -- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
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REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                TABLE OF CONTENTS
                                   (CONTINUED)



                                                                            PAGE
                                                                            ----
                                                                         
          (a)   Performance Obligations..................................     5
          (b)   Assumed Inventory Floorplan..............................     6
          (c)   Customer Deposits........................................     6
          (d)   Accrued Employee Expenses................................     6
          (e)   Unearned Income..........................................     6
          (f)   Assumed [***] Obligations................................     6

   2.2.   Excluded Liabilities...........................................     6
          (a)   Liabilities Hereunder....................................     6
          (b)   Legal and Accounting Fees................................     6
          (c)   Tax Liabilities..........................................     6
          (d)   Liability to Buyer for Breach............................     7
          (e)   Liabilities to Employees.................................     7
          (f)   Property and Personal Injury Liabilities.................     7
          (g)   Liability for Medical, Dental, and Disability Benefits...     7
          (h)   Liability to Others for Breach...........................     7
          (i)   Liability Regarding Employee Welfare and Pension
                Benefits.................................................     8
          (j)   ERISA....................................................     8
          (k)   Employee Grievances......................................     8
          (l)   Liability for Violation of Law...........................     8
          (m)   Environmental Laws.......................................     8
          (n)   Bank Debt and Other Indebtedness.........................     8
          (o)   Shareholders and Affiliates..............................     8
          (p)   Trade and Non-Trade Accounts Payable and Accrued
                Expenses.................................................     9
          (q)   Previously Collected and Misapplied Accounts.............     9
          (r)   Litigation...............................................     9
          (s)   Liabilities Not Assumed Hereunder........................     9

   2.3.   No Expansion of Third-Party Rights.............................     9

SECTION III. PURCHASE PRICE..............................................     9

   3.1.   Purchase Price.................................................     9

   3.2.   Payment of Purchase Price......................................     9

   3.3.   Net Working Capital Adjustment.................................    10
          (a)   Trade Accounts Receivable and Prepaid Expenses...........    10
          (b)   Inventories..............................................    10
          (c)   Equipment, Vehicles, and Machinery.......................    10
          (d)   [***] Expense Adjustment.................................    10
          (e)   Payment of Net Working Capital Adjustment................    10

   3.4.   Allocation of Purchase Price...................................    10



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                                TABLE OF CONTENTS
                                   (CONTINUED)



                                                                            PAGE
                                                                            ----
                                                                         
   3.5.   Confidentiality................................................    10

SECTION IV. REPRESENTATIONS AND WARRANTIES...............................    11

   4.1.   Representations and Warranties of Seller, Seller's Affiliates,
          and Designated Shareholders....................................    11
          (a)   Due Incorporation, Good Standing, and Qualification......    11
          (b)   Corporate Authority......................................    11
          (c)   Capital Stock; Options, Warrants, and Rights.............    11
          (d)   Subsidiaries.............................................    12
          (e)   Financial Statements.....................................    12
          (f)   Actions in the Ordinary Course of Business...............    13
          (g)   No Material Change.......................................    13
          (h)   Title to Properties......................................    13
          (i)   Condition of Assets and Properties.......................    14
          (j)   Litigation; Absence of Claims or Product or Service
                Warranties...............................................    14
          (k)   Licenses and Permits.....................................    14
          (l)   No Violation.............................................    14
          (m)   Taxes....................................................    15
          (n)   Accounts Receivable......................................    15
          (o)   Contracts................................................    15
          (p)   Compliance with Law and Other Regulations................    16
          (q)   Employee Benefit and Employment Matters..................    17
          (r)   Insurance................................................    18
          (s)   Governing Documents and Minute Books.....................    18
          (t)   Intellectual Property....................................    18
          (u)   Inventories..............................................    19
          (v)   Sufficiency of Purchased Assets..........................    19
          (w)   Securities Matters.......................................    19
          (x)   Accuracy of Statements...................................    20

   4.2.   Further Representations and Warranties of Designated
          Shareholders...................................................    20
          (a)   Ownership of Stock.......................................    20
          (b)   Power of Designated Shareholders to Execute Agreement....    20
          (c)   Agreement Not in Breach of Other Instruments Affecting
                Designated Shareholders..................................    21

   4.3.   Representations and Warranties of Buyer........................    21
          (a)   Due Incorporation, Good Standing, and Qualification......    21
          (b)   Corporate Authority......................................    21
          (c)   No Violation.............................................    21
          (d)   Accuracy of Statements...................................    22
          (e)   SEC Reports..............................................    22
          (f)   Status of MarineMax Common Stock to be Issued............    22



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                                TABLE OF CONTENTS
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                                                                            PAGE
                                                                            ----
                                                                         
          (g)   Subsequent Events........................................    22
          (h)   Financial Ability to Perform.............................    22
          (i)   [***] Purchase...........................................    22

SECTION V. COVENANTS.....................................................    23

   5.1.   Covenants of Seller, Seller's Affiliates, and Designated
          Shareholders...................................................    23
          (a)   Truth of Representations and Warranties..................    23
          (b)   Preservation of Business.................................    23
          (c)   No Organic Change........................................    23
          (d)   Ordinary Course..........................................    23
          (e)   Maintenance of Assets and Properties.....................    24
          (f)   Satisfaction of Obligations and Liabilities..............    24
          (g)   Books and Records........................................    24
          (h)   Insurance................................................    24
          (i)   Entry Into Obligations...................................    24
          (j)   No Issuance of Shares, Options, or Other Securities......    25
          (k)   Acquisitions and Dispositions............................    25
          (l)   Dividends................................................    25
          (m)   Compensation.............................................    25
          (n)   Employees................................................    25
          (o)   Right of Inspection......................................    25
          (p)   Confidentiality..........................................    25
          (q)   Consents and Approvals...................................    26
          (r)   Recommendation of Board of Directors.....................    26
          (s)   Approval of Shareholders.................................    26

   5.2.   Further Covenants of Seller, Seller's Affiliates and Designated
          Shareholders...................................................    26
          (a)   Change of Name...........................................    26
          (b)   Filing of Tax Returns....................................    26
          (c)   Dividends................................................    26

   5.3.   Covenants of Buyer.............................................    26
          (a)   Truth of Representations and Warranties..................    26
          (b)   Consents and Approvals...................................    27

   5.4.   No Solicitation................................................    27

   5.5.   Good Faith Efforts.............................................    27

   5.6.   Public Announcements...........................................    27

SECTION VI. CONDITIONS PRECEDENT TO OBLIGATIONS..........................    28



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                                TABLE OF CONTENTS
                                   (CONTINUED)



                                                                            PAGE
                                                                            ----
                                                                         
   6.1.   Conditions Precedent to the Obligations of Buyer...............    28
          (a)   Accuracy of Representations and Warranties...............    28
          (b)   Performance of Agreements................................    28
          (c)   Corporate Approvals......................................    28
          (d)   No Material Adverse Change...............................    28
          (e)   Litigation...............................................    28
          (f)   Proceedings Satisfactory to Counsel......................    28
          (g)   Delivery of Documents....................................    28
          (h)   Closing Certificate of Seller, Seller's Affiliates, and
                Designated Shareholders..................................    29
          (i)   Environmental Reports....................................    29
          (j)   Leases...................................................    29
          (k)   Escrow and Security Agreement............................    29
          (l)   Listing on New York Stock Exchange.......................    29
          (m)   Termination of HSR Act Waiting Periods...................    29
          (n)   Consent of Brunswick Corporation and Azimut, SPA.........    29

   6.2.   Conditions Precedent to the Obligations of Seller, Seller's
          Affiliates and Designated Shareholders.........................    29
          (a)   Accuracy of Representations and Warranties...............    29
          (b)   Performance of Agreements................................    30
          (c)   Corporate Approval.......................................    30
          (d)   No Material Adverse Change...............................    30
          (e)   Litigation...............................................    30
          (f)   Proceedings Satisfactory to Counsel......................    30
          (g)   Delivery of Documents....................................    30
          (h)   Closing Certificate of Buyer.............................    30
          (i)   Leases...................................................    30
          (j)   Escrow and Security Agreement............................    30
          (k)   Termination of HSR Waiting Periods.......................    31

SECTION VII. THE CLOSING.................................................    31

   7.1.   Closing........................................................    31

   7.2.   Deliveries by Seller, Seller's Affiliates, and Designated
          Shareholders...................................................    31
          (a)   Instruments of Conveyance................................    31
          (b)   Closing Certificate of Seller, Seller's Affiliates, and
                Designated Shareholders..................................    31
          (c)   Secretary's Certificate..................................    31
          (d)   Books and Records........................................    31
          (e)   The Leases...............................................    31
          (f)   Escrow and Security Agreement............................    31
          (g)   Consents and Estoppel Letters............................    31



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                                TABLE OF CONTENTS
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          (h)   Change of Name...........................................    32
          (i)   Good Standing Certificates...............................    32
          (j)   The Brunswick and Azimut Consents........................    32

   7.3.   Deliveries by Buyer............................................    32
          (a)   Assumption of Liabilities................................    32
          (b)   Purchase Price...........................................    32
          (c)   Closing Certificate of Buyer.............................    32
          (d)   Secretary's Certificate..................................    32
          (e)   Consents and Approvals...................................    32
          (f)   The Leases...............................................    32
          (g)   The Bill of Sale and Assignment Agreement................    32

   7.4.   Payment of Creditors...........................................    32

   7.5.   Obligations of All Parties.....................................    33
          (a)   Third-Party Claims.......................................    33
          (b)   Further Assurances.......................................    33

   7.6.   Risk of Loss...................................................    33

SECTION VIII. WAIVER AND MODIFICATION....................................    33

   8.1.   Waivers........................................................    33

   8.2.   Modification...................................................    33

SECTION IX. NON-COMPETITION..............................................    33

   9.1.   Non-competition................................................    33

   9.2.   Duration and Extent of Restriction.............................    34

   9.3.   Restrictions with Respect to Customers and Employees...........    34

   9.4.   Remedies for Breach............................................    34

   9.5.   Blue Pencil Provision..........................................    35

SECTION X. INDEMNIFICATION...............................................    35

   10.1.  Indemnification by Seller and [***]............................    35
          (a)   General..................................................    35
          (b)   Environmental............................................    35
          (c)   Security for Seller's and Seller's Affiliates
                Obligations..............................................    37



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REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                TABLE OF CONTENTS
                                   (CONTINUED)



                                                                            PAGE
                                                                            ----
                                                                         
   10.2.  Indemnification by Buyer.......................................    37

   10.3.  Notice and Right to Defend Third-Party Claims..................    37

   10.4.  [***] Indemnity................................................    38
          (a)   [***] Indemnity..........................................    38
          (b)   Environmental............................................    38

   10.5.  [***] Indemnification Claims...................................    39
          (a)   Vehicles.................................................    39
          (b)   Equipment and Fixtures...................................    39
          (c)   Boats and Accessories....................................    39
          (d)   Other Claims.............................................    39

   10.6.  Sole Remedy....................................................    40

SECTION XI. GENERAL......................................................    40

   11.1.  Indemnity Against Finders......................................    40

   11.2.  Controlling Law................................................    40

   11.3.  Notices........................................................    40

   11.4.  Entire Agreement...............................................    41

   11.5.  Severability...................................................    41

   11.6.  Section Headings...............................................    41

   11.7.  Gender.........................................................    41

   11.8.  Survival of Representations and Warranties.....................    41

   11.9.  Counterparts; Facsimile........................................    41

   11.10. Subsidiaries...................................................    42

   11.11. No Obligation to Hire..........................................    42

   11.12. Third-Party Beneficiary........................................    42



                                     -vii-



                            ASSET PURCHASE AGREEMENT

          AGREEMENT dated as of March 31, 2006, among MARINEMAX OF NEW YORK,
INC., a Delaware corporation ("Buyer"); SURFSIDE-3 MARINA, INC., a New York
corporation ("Seller"); the various affiliated companies of Seller executing
this Agreement (each a "Seller Affiliate" and collectively "Seller's
Affiliates"); and, solely for the purposes specifically set forth in this
Agreement, MATTHEW BARBARA, PAUL BARBARA, DIANE KEENEY, and ANGELA CHIANESE,
(each a "Designated Shareholder" and collectively "Designated Shareholders").

          Seller, together with Seller's Affiliates, sells, rents, leases,
brokers, provides storage for, and services various boating products (the
"Watercraft Business").

          Buyer, Seller, and Seller's Affiliates desire that Buyer acquire
substantially all of the assets, properties, rights, and goodwill of Seller and
Seller's Affiliates and assume various designated liabilities of Seller and
Seller's Affiliates all upon the terms and conditions set forth in this
Agreement.

          To induce Buyer to enter into and perform this Agreement, Designated
Shareholders, who directly or indirectly own Seller and Seller's Affiliates and
will derive substantial benefit from this Agreement, have agreed to be parties
to this Agreement as specified herein.

          NOW, THEREFORE, in consideration of the premises and of the mutual
covenants set forth herein, the parties agree as follows:

                                   SECTION I.
                               TRANSFER OF ASSETS

          1.1. PURCHASE AND SALE OF ASSETS. Based upon and subject to the
representations, warranties, covenants, agreements, and other terms and
conditions set forth in this Agreement, Seller and Seller's Affiliates shall
sell, convey, transfer, assign, and deliver at the Closing (as defined in
Section 7.1), and Buyer shall purchase, acquire, and accept, or cause one or
more affiliates of MarineMax, Inc., a Delaware corporation ("MarineMax") to
purchase, acquire, and accept, as provided in Section 2.4, all of the assets,
properties, rights, and goodwill of Seller and each Seller Affiliate of every
kind and description, wherever located, used in or associated with the business
of Seller and each Seller Affiliate, except for the "Excluded Assets" listed in
Section 1.3.

          1.2. PURCHASED ASSETS. The assets, properties, rights, and goodwill to
be conveyed, transferred, assigned, and delivered by Seller and each Seller
Affiliate at the Closing pursuant to Section 1.1 are sometimes herein called the
"Purchased Assets" and shall include, without limitation, all of the assets and
properties shown on or reflected in the Combined Balance Sheet of Seller and
Seller's Affiliates as of December 31, 2004 (the "Base Balance Sheet") and all
assets and properties acquired by Seller and Seller's Affiliates after the date
of the Balance Sheet and to the Closing Date (as defined in Section 7.1), except
for the Excluded Assets. The Purchased Assets are to be sold to Buyer free and
clear of any and all liens, claims, charges, liabilities, obligations, and
security interests of every kind and nature, except for the



Assumed Liabilities to be assumed pursuant to Section 2.1 hereof. Without
limiting the foregoing, the Purchased Assets shall include the following:

               (a) TRADE ACCOUNTS RECEIVABLE. All of Seller's and each Seller
Affiliate's trade accounts receivable (the "Trade Accounts Receivable"),
including, without limitation, those set forth on Schedule 1.2(a) hereto, which
sets forth the amount of each receivable and the name and mailing address of the
obligor on each such receivable as of January 31, 2006 and which schedule shall
be updated to a date three days prior to the Closing Date. As used herein, Trade
Accounts Receivable and non-trade accounts and notes receivable ("Non-Trade
Accounts Receivable") collectively are called "Accounts Receivable."

               (b) INVENTORY. All of Seller's and each Seller Affiliate's
inventory, including, without limitation, boats, motors, trailers, parts,
accessories, fuel, and work in process (the "Inventory"), including, without
limitation, the Inventory set forth on Schedule 1.2(b) hereto, which is of a
date not more than five days prior to the Closing Date but which shall be
updated as of the Closing Date.

               (c) INTELLECTUAL PROPERTY. All of Seller's and each Seller
Affiliate's intellectual property rights that are owned by or licensed to Seller
or any Seller Affiliate, including, without limitation, all patents and
applications therefor, know-how, unpatented inventions, trade secrets, formulas,
business and marketing plans, ideas for products, production, or services
developed by or on behalf of Seller or any Seller Affiliate, copyrights and
applications therefor, trademarks and applications therefor, service marks and
applications therefor, trade names and applications therefor, and all names,
fictitious names, logos, and slogans used by Seller or any Seller Affiliate (the
"Intellectual Property"), including, without limitation, the Intellectual
Property set forth on Schedule 1.2(c) hereto and any other Intellectual Property
transferable by Seller or any Seller Affiliate. Attached to Schedule 1.2(c) are
copies of all such business and marketing plans, license agreements, product
formulas, copyrighted materials, trademarks, trade names, and patents and all
applications therefor used in the conduct of or relating to the business
conducted by Seller and Seller's Affiliates.

               (d) PREPAID EXPENSES. All of Seller's and each Seller Affiliate's
prepaid expenses (the "Prepaid Expenses"), including, without limitation, the
Prepaid Expenses set forth on Schedule 1.2(d) hereto (including any prepaid
expenses with respect to the Leased Personalty assumed by Buyer pursuant to
Section 2.1), as reduced in the ordinary course of business in accordance with
past historical practices.

               (e) MACHINERY, EQUIPMENT, VEHICLES, FURNITURE, FIXTURES. All of
Seller's and each Seller Affiliate's new or used motor vehicles, furniture,
fixtures, machinery, equipment, tools, and leasehold improvements (the
"Equipment") related to the sale, service, or storage of marine retail products,
including, without limitation, the Equipment set forth on Schedule 1.2(e)
hereto.

               (f) CLAIMS AND RIGHTS TO THE PURCHASED ASSETS. All of Seller's
and each Seller Affiliate's claims and rights (and benefits arising therefrom)
related to the Purchased Assets against all persons and entities, including,
without limitation, all rights against suppliers


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REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

under warranties covering any of the Equipment and Inventory, other than claims
and rights to any tax refunds and insurance refunds from any Excluded Assets.

               (g) LEASED PERSONALTY. The assignable leasehold interests created
by all leases of personal property constituting any part of the Purchased Assets
or used in connection with the business of Seller or any Seller Affiliate, under
which Seller or any Seller Affiliate is a lessee, including those leases that
are capitalized leases and all of Seller's and each Seller Affiliate rights
arising from any maintenance contracts and deposits in connection therewith (all
such personal property that Seller or any Seller Affiliate is leasing as lessee
shall herein be referred to as "Leased Personalty"), including, without
limitation, the Leased Personalty set forth on Schedule 1.2(g) hereto and any
other Leased Personalty transferable by Seller or any Seller Affiliate. Attached
to Schedule 1.2(g) are copies of all the lease agreements listed on Schedule
1.2(g).

               (h) BUSINESS CONTRACTS. All of Seller's and each Seller
Affiliate's assignable sales orders and sales contracts, quotations, bids,
sales, dealer agreements, storage agreements, brokerage agreements, service
agreements, service orders, license agreements, supply agreements, franchise
agreements, sales representative agreements, consulting agreements, technical
service agreements, and boat show agreements (the "Business Contracts"),
including, without limitation, each Business Contract set forth on Schedule
1.2(h) hereto, together with any revenue or other income associated therewith.
Attached to Schedule 1.2(h) is a complete, accurate, and executed copy of each
Business Contract that Seller and each Seller Affiliate reasonably believes will
be in effect on the Closing Date and including any other Business Contracts
transferable by Seller or any Seller Affiliate.

               (i) CUSTOMER AND SUPPLIER LISTS. All of Seller's and each Seller
Affiliate's current and historical customer and supplier lists and customer and
supplier records. Schedule 1.2(i) hereto sets forth a list of all previous
(within the last two years from the date hereof) and existing customers and
suppliers of Seller and Seller's Affiliates and their last known business
addresses and phone numbers.

               (j) LICENSES, PERMITS, AND APPROVALS. All of Seller's and each
Seller Affiliate's [***] licenses, permits, approvals, and authorizations of
whatsoever kind and type, governmental or private, issued, applied for, or
pending, used in the conduct of or relating to the business of Seller or any
Seller Affiliate (the "Licenses and Permits"). The Licenses and Permits are set
forth on Schedule 1.2(j) hereto. Attached to Schedule 1.2(j) are copies of all
Licenses and Permits.

               (k) BOOKS AND RECORDS. All of Seller's and each Seller
Affiliate's books and records with respect to the Purchased Assets and the
business of Seller and each Seller Affiliate, including, without limitation,
blueprints, drawings, manuals, and other technical papers, and all accounts
receivable, inventory, maintenance, and asset history records, but excluding all
employee and tax records (provided, however, that access to such employee and
tax records shall be provided to Buyer upon written request for a period of
three years following the Closing Date), but such books and records shall not
include any personal tax returns or other personal financial information of any
Designated Shareholder.


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WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

               (l) COMPUTER SOFTWARE AND HARDWARE. All computer software and
hardware used or intended for use in connection with the business of Seller or
any Seller Affiliate, owned, leased, or licensed by or to Seller or any Seller
Affiliate, [***]. Section 1.2(l) hereto constitutes a list of all computer
software and hardware.

               (m) NAMES. All right, title, and interest in and to the name
"Surfside 3 Marina" and any and all names related to or associated with the
business of Seller or any Seller Affiliate at any time within the preceding 12
months, and any derivations thereof (the "Names").

               (n) PHONE AND FACSIMILE NUMBERS, E-MAIL ADDRESSES, AND WEB SITES.
All telephone and facsimile numbers and e-mail addresses used by Seller or any
Seller Affiliate and any web sites developed or owned by Seller or any Seller
Affiliate.

               (o) LEASEHOLD INTERESTS. All of Seller's and each Seller
Affiliate's leasehold interests, as a tenant or otherwise, related to or arising
from the leases of real property set forth on Schedule 1.2(o) hereto.

               (p) PAYMENTS FROM MANUFACTURERS. All rebates, bonuses,
allowances, refunds, warranty receivables, volume incentives, market share
bonuses, promotional pricing payments, and all other backend payments related to
all [***] purchases, and other payments received by Seller or any Seller
Affiliate from or due and payable to Seller or any Seller Affiliate from
manufacturers, suppliers, and other third parties other than income tax refunds
due or owing to Seller and each Seller Affiliate. [***].

               (q) GOODWILL. All of Seller's and each Seller Affiliate's
goodwill associated with the Watercraft Business.

               (r) COVENANT NOT TO COMPETE. The covenant not to compete
contained in Article IX.

               (s) PENDING SALES CONTRACTS. All of Seller's and each Seller
Affiliate's boat contracts, [***] which have not been delivered as of the
Closing Date as well as all of Seller's and each Seller Affiliate's boat
contracts, [***] which were not closed as of the Closing Date, as set forth on
Schedule 1.2(s).

               (t) PAYMENTS FROM RETAIL FINANCING SOURCES. All retail financing
incentives and volume discounts associated with retail financing placements on
boat sales [***].

          Each Schedule provided for in this Section 1.2 also sets forth,
separately as appropriate, the assets and properties of Seller and each Seller
Affiliate and any purported restriction on the sale, transfer, or assignment
thereof.

          1.3. EXCLUDED ASSETS. The following assets shall be excluded from the
purchase and sale contemplated by this Agreement (the "Excluded Assets"):

               (a) RIGHTS HEREUNDER. The rights of Seller and Seller's
Affiliates under this Agreement.


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WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

               (b) CORPORATE DOCUMENTS. The corporate charter, minute and stock
record books, and corporate seal of Seller and Seller's Affiliates.

               (c) RECORDS OF NEGOTIATIONS. The records of Seller and Seller's
Affiliates relating to the negotiation and sale of stock or assets.

               (d) EMPLOYEE RECORDS. All records of Seller and Seller's
Affiliates with respect to employees, provided that reasonable access thereto
shall be provided to Buyer upon written request for a period of three years
following the Closing Date.

               (e) TAX RECORDS. All books and records of Seller and Seller's
Affiliates with respect to taxes, provided that reasonable access thereto shall
be provided to Buyer upon written request for a period of three years following
the Closing Date.

               (f) DISPOSED OF ASSETS. Any assets and properties disposed of by
Seller or any Seller Affiliate since the date of the Base Balance Sheet in the
ordinary and usual course of business and as contemplated by this Agreement.

               (g) CASH. All cash and cash equivalents of Seller and Seller's
Affiliates on hand and in banks.

               (h) BANK ACCOUNTS. All right, title, and interest in and to
Seller's and Seller's Affiliates bank accounts.

               (i) [***].

               (j) TAX AND INSURANCE REFUNDS. All tax and insurance refunds due
or owing to Seller or any Seller Affiliate.

               (k) NON-TRADE ACCOUNTS RECEIVABLE. Any Non-Trade Accounts
Receivable, including receivables from affiliates and receivables out of the
ordinary course of business.

               (l) SECURITIES. All securities owned by Seller or any Seller
Affiliate including the capital stock of subsidiaries, including those set forth
on Schedule 1.3(l) hereto.

               (m) [***].

                                  SECTION II.
                            ASSUMPTION OF LIABILITIES

          2.1. ASSUMED LIABILITIES. Buyer shall not assume any liabilities or
obligations of Seller or any Seller Affiliate, whatsoever the nature or type,
except that at the Closing, Buyer shall assume the following:

               (a) PERFORMANCE OBLIGATIONS. Those nondelinquent performance
obligations of Seller and each Seller Affiliate arising after the Closing Date
under the Business


                                       5



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WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Contracts, Licenses and Permits, Leased Personalty, and Prepaid Expenses as
listed in Section 2.1(a) hereto.

               (b) ASSUMED INVENTORY FLOORPLAN. The principal amount payable by
Seller or any Seller Affiliate relating to inventory financing listed on
Schedule 2.1(b) hereto (the "Assumed Inventory Floorplan"), but only to the
extent current as of the Closing.

               (c) CUSTOMER DEPOSITS. Those obligations and liabilities of
Seller or any Seller Affiliate relating to the customer deposits set forth on
Schedule 2.1(c) hereto.

               (d) ACCRUED EMPLOYEE EXPENSES. The accrued employee expenses of
Seller and each Seller Affiliate set forth on Schedule 2.1(d) hereto.

               (e) UNEARNED INCOME. The unearned storage and other income of
Seller and each Affiliate of Seller set forth on Schedule 2.1(e) hereto.

               (f) ASSUMED [***] OBLIGATIONS. The cost to [***] and that are
listed on Schedule 2.1(f) hereto. Such costs are solely [***] costs and shall
not include [***] other selling expenses, including sales commissions.

          2.2. EXCLUDED LIABILITIES. Except only with respect to the Assumed
Liabilities expressly assumed pursuant to Section 2.1, Buyer shall not be
obligated to directly or indirectly pay, perform, or discharge any claims,
obligations, or liabilities of Seller or any Seller Affiliate, including,
without limitation, the following:

               (a) LIABILITIES HEREUNDER. Any obligations or liabilities of
Seller, any Seller Affiliate, or any Designated Shareholder under this
Agreement.

               (b) LEGAL AND ACCOUNTING FEES. Any obligations or liabilities for
legal, accounting, and other fees and expenses incurred by or on behalf of
Seller, any Seller Affiliate, or any Designated Shareholder in connection with
the negotiation of the transactions contemplated by this Agreement, this
Agreement, the sale of the Purchased Assets, the assumption of the Assumed
Liabilities, and the documents related thereto.

               (c) TAX LIABILITIES. Any tax and tax related obligations or
liabilities of Seller or any Seller Affiliate whether or not owed on or prior to
the Closing Date, including, without limitation, (i) any obligations or
liabilities (federal, state, local, or foreign) for or related to taxes on or
measured by the income of Seller or any Seller Affiliate; (ii) any obligations
or liabilities for federal, state, local, or foreign income and employee FICA
taxes that Seller or any Seller Affiliate is legally obligated to withhold
through the Closing Date whether or not Seller or any Seller Affiliate has
withheld the same as required by law; (iii) any obligations or liabilities for
employer FICA and unemployment taxes; (iv) any sales, use, property, and
transfer taxes arising as a result of the operation of the Watercraft Business
at any time until the Closing Date; (v) any obligations or liabilities for
franchise and excise taxes relating to the corporate status of Seller or any
Seller Affiliate; (vi) any obligations or liabilities for property taxes; and
(vii) any other taxes of any kind or description, [***] which shall be the
responsibility of Buyer.


                                       6



               (d) LIABILITY TO BUYER FOR BREACH. Any obligations or liabilities
of Seller or any Seller Affiliate to the extent that their existence or
magnitude constitutes or results in a breach of a material representation,
warranty, covenant, or agreement made by Seller, any Seller Affiliate, or any
Designated Shareholder to Buyer, or makes any of the information contained in
this Agreement or any Exhibit, Schedule, or the other documents delivered by or
on behalf of Seller, any Seller Affiliate, or any Designated Shareholder (or
their representatives) pursuant to or in connection with this Agreement or any
of the transactions contemplated hereby untrue in any material adverse respect.

               (e) LIABILITIES TO EMPLOYEES. Except as set forth in Schedule
2.1(d) hereto, any obligations or liabilities of Seller or any Seller Affiliate
with respect to payroll, bonuses, severance benefits, vacation pay, sick pay,
and other employment benefits or sums, including, without limitation, FICA,
workers' compensation premiums, or unemployment premiums and taxes to or on
behalf of employees of Seller or any Seller Affiliate for any period prior to
the Closing Date, and any and all obligations or liabilities of Seller or any
Seller Affiliate, arising under any collective bargaining agreement or union
contract.

               (f) PROPERTY AND PERSONAL INJURY LIABILITIES. Any claims against
or obligations or liabilities of Seller or any Seller Affiliate for injury to or
death of persons or damage to or destruction of property (including, without
limitation, any workers' compensation claim) regardless of when such claim or
liability is asserted, including, without limitation, any claim, obligation, or
liability for damages in connection with the foregoing, it being understood and
agreed that any claim, obligation, or liability asserted after the Closing Date
arising out of the sale of any product sold by Seller or any Seller Affiliate or
the performance of any services by Seller or any Seller Affiliate prior to the
Closing Date, shall be considered to be a claim against or an obligation or
liability of Seller or a Seller Affiliate for injury to or death of persons or
damage to or destruction of property and therefore, except as otherwise provided
for herein, not assumed hereunder by Buyer. Any pending sales contracts
transferred pursuant to Section 1.2(s) shall be the responsibility of Buyer for
any obligations in this Section.

               (g) LIABILITY FOR MEDICAL, DENTAL, AND DISABILITY BENEFITS. Any
obligations or liabilities of Seller or any Seller Affiliate for medical,
dental, and disability (both long-term and short-term) benefits, whether insured
or self-insured, based upon a condition existing on or prior to the Closing Date
or for claims incurred or disabilities commencing prior to the Closing Date and
any obligation or liability for the foregoing, regardless of when accrued and
regardless of when any condition existed, that arises by virtue of an employment
relationship at any time with Seller or any Seller Affiliate.

               (h) LIABILITY TO OTHERS FOR BREACH. Any obligations or
liabilities of Seller or any Seller Affiliate for any breach of any
representation, warranty, covenant, or agreement, or for any claim for
indemnification, contained in any contract or other document referred to in
Section 1.2, agreed to be performed pursuant hereto by Buyer, to the extent that
such breach or claim arose out of or by virtue of the performance or
nonperformance by Seller or any Seller Affiliate thereunder prior to the Closing
Date, it being understood that, as between Seller and Seller's Affiliates on the
one hand and Buyer on the other hand, this paragraph shall apply notwithstanding
any provisions that may be contained in any form of consent to the assignment of
any such contract or document that, by its terms, imposes such liabilities upon


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WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Buyer and which assignment is accepted by Buyer notwithstanding the presence of
such a provision, and that the failure by Seller or any Seller Affiliate to
discharge any such liability shall entitle Buyer to indemnification in
accordance with the provisions of Section 10.1.

               (i) LIABILITY REGARDING EMPLOYEE WELFARE AND PENSION BENEFITS.
Any obligations or liabilities of Seller or any Seller Affiliate up to the
Closing Date, arising out of or in connection with any past or present employee
welfare and pension benefit plans of Seller or any Seller Affiliate, including,
without limitation, any obligations or liabilities of Seller or any Seller
Affiliate to or on behalf of any past or present employee of Seller or any
Seller Affiliate arising under any collective bargaining agreement, union
contract, union health and welfare fund, or similar program.

               (j) ERISA. Any obligations or liabilities of Seller or any Seller
Affiliate with respect to, or arising under the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or any Pension Plan, Welfare Plan or
Employee Benefit Plan, as each are hereinafter defined or as defined by ERISA,
and any related trust agreements or annuity contracts not expressly assumed in
Section 2.1.

               (k) EMPLOYEE GRIEVANCES. Any obligations or liabilities of Seller
or any Seller Affiliate with respect to, or arising under, any grievance or
complaint brought by any past or present employee of Seller or any Seller
Affiliate while in the employ of Seller or any Seller Affiliate during any
period prior to the Closing Date or filed pursuant to any collective bargaining
agreement to which Seller or any Seller Affiliate is a party or by which Seller
or any Seller Affiliate is bound related to any period prior to the Closing
Date.

               (l) LIABILITY FOR VIOLATION OF LAW. Any obligations or
liabilities of Seller or any Seller Affiliate arising out of or in connection
with any violation by Seller or any Seller Affiliate of any statute, law, or
governmental rule, regulation, policy, or directive, which violation arises out
of any act or omission relating to Seller or any Seller Affiliate that occurred
or commenced prior to the Closing Date.

               (m) ENVIRONMENTAL LAWS. [***] any obligations or liabilities of
Seller or any Seller Affiliate with respect to, or relating to, environmental
laws or environmental matters applicable to the business, properties, or
operations of Seller or any Seller Affiliate for any period prior to the Closing
Date.

               (n) BANK DEBT AND OTHER INDEBTEDNESS. Except as expressly assumed
pursuant to Section 2.1, any amounts owing by Seller or any Seller Affiliate to
banks or other persons, firms, or institutions for borrowed funds and any
obligations or liabilities of Seller or any Seller Affiliate with respect to any
other indebtedness of Seller or any Seller Affiliate.

               (o) SHAREHOLDERS AND AFFILIATES. Any obligations or liabilities
of Seller or any Seller Affiliate with respect to any of its shareholders or any
Affiliate of Seller or any Seller Affiliate or any such shareholder. For
purposes of this Agreement, the term "Affiliate" shall mean any entity in which
any Designated Shareholder is an officer or director or in which any Designated
Shareholder or Seller or any Seller Affiliate, directly or indirectly, owns


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WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

or controls 10 percent or more of the equity securities of the entity, or any
person related to any Designated Shareholder by blood or marriage.

               (p) TRADE AND NON-TRADE ACCOUNTS PAYABLE AND ACCRUED EXPENSES.
Any Trade or Non-Trade Accounts Payable or Accrued Expenses of Seller or any
Seller Affiliate.

               (q) PREVIOUSLY COLLECTED AND MISAPPLIED ACCOUNTS. Any obligations
or liabilities of Seller or any Seller Affiliate for previously collected
accounts receivable, misapplied credits, misapplied payments, overpayments, and
duplicate payments.

               (r) LITIGATION. Any obligations or liabilities of Seller or any
Seller Affiliate relating to lawsuits, claims (whether instituted, pending, or
threatened), or judgments against Seller or any Seller Affiliate or relating to
the business of Seller or any Seller Affiliate or the use of any of its assets
or properties relating to any facts or circumstances arising prior to the
Closing Date.

               (s) LIABILITIES NOT ASSUMED HEREUNDER. Consistent with and
without limitation by the specific enumeration of the foregoing, any obligations
or liabilities not expressly assumed by Buyer pursuant to the provisions of
Section 2.1.

          2.3. NO EXPANSION OF THIRD-PARTY RIGHTS. The assumption by Buyer of
the Assumed Liabilities, and the transfer thereof by Seller or any Seller
Affiliate, shall in no way expand the rights and remedies of any third party
against Seller or any Seller Affiliate or against Buyer, as assignee of Seller
or any Seller Affiliate, as compared to the rights and remedies that such third
party would have had against Seller or any Seller Affiliate or against Buyer, as
assignee of Seller or any Seller Affiliate, had Buyer not assumed such
liabilities. Without limiting the generality of the preceding sentence, the
assumption by Buyer of such liabilities shall not create any third-party
beneficiary rights.

                                  SECTION III.
                                 PURCHASE PRICE

          3.1. PURCHASE PRICE. The purchase price for the Purchased Assets to be
acquired pursuant to Section 1.1 shall be, in addition, as applicable, to the
assumption of liabilities pursuant to Section 2.1, an amount equal to the total
of the Base Purchase Price and the Net Working Capital Adjustment. The Base
Purchase Price (which shall be provided by MarineMax pursuant to and in
accordance with all applicable law) shall equal [***] of which 55% shall be paid
in cash or a cashier's check or wire transfer, and 45% shall be paid in
MarineMax common stock valued based on the average closing price of MarineMax
common stock during the 10-day period [***] prior to the Closing Date [***]. The
Net Working Capital Adjustment shall be calculated pursuant to Section 3.3.

          3.2. PAYMENT OF PURCHASE PRICE. Other than as provided in Section
10.1(d), the purchase price shall be payable in full at the Closing.


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WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

          3.3. NET WORKING CAPITAL ADJUSTMENT. Net Working Capital shall equal
the value of all trade accounts receivable, inventory, [***] and prepaid
expenses sold to Buyer pursuant to Section 1.2 less liabilities assumed pursuant
to Section 2.1.

               (a) TRADE ACCOUNTS RECEIVABLE AND PREPAID EXPENSES. Trade
Accounts Receivable and Prepaid Expenses shall be valued at net realizable value
[***].

               (b) INVENTORIES. For purposes of the calculation of the value of
the Inventory in this Section 3.3(b), the value of the Inventory shall be
determined as follows: (i) new 2005 and 2006 models shall be dealer net invoice,
less [***] including, but not limited to, promotional pricing discounts, market
share bonuses, purchasing and ordering discounts and commitment bonuses (ii) new
2004 and prior year models shall be dealer net invoice, less 17%; (iii) used
boats shall be [***] used trade in value, minus the costs of necessary repairs
to put the boats in good working order [***] and (iv) parts and accessories
shall be valued at cost less an allowance for obsolete or slow moving inventory
(parts that have not sold in over one year shall be [***] or Seller shall
retain). As used in this Section 3.3(b), Inventory refers only to new and used
boat, motor, trailer, parts, accessory, and fuel inventory. No amount shall be
due with respect to any work in process (except for any parts inventory not
included in Section 3.3(b)(iv)).

               (c) EQUIPMENT, VEHICLES, AND MACHINERY. Equipment, vehicles, and
machinery [***] shall be valued at zero.

               (d) [***] EXPENSE ADJUSTMENT. Buyer shall pay Seller and Seller's
Affiliates [***] calculated on a pro rata basis [***]. Such purchase price
adjustment shall be reduced by the gross profit (sale price less invoice cost
for new boats and NADA used trade in value for used boats) on any boat [***]
delivered prior to Closing. These adjustments shall be reflected on the Closing
Statement.

               (e) PAYMENT OF NET WORKING CAPITAL ADJUSTMENT. Any purchase price
adjustment required under this Section 3.3, shall be added to or subtracted from
the amount of the cash to be delivered at the Closing Date.

          3.4. ALLOCATION OF PURCHASE PRICE. The purchase price shall be
allocated among the Purchased Assets in accordance with their respective fair
market values. Without limiting the foregoing, the parties agree that the total
purchase price (including liabilities assumed) for the assets and properties
purchased pursuant to this Agreement shall be allocated to those assets and
properties as set forth on Schedule 3.4 hereto, and the parties agree that the
allocation set forth on Schedule 3.4 hereto has been made in accordance with the
requirements of Section 1060 of the Internal Revenue Code of 1986, as amended
(the "Code") and any applicable Treasury Regulations promulgated thereunder. The
parties, each at its own expense, also agree to file appropriate forms with the
Internal Revenue Service setting forth the information required to be furnished
to the Internal Revenue Service by Section 1060 of the Code and the applicable
Treasury Regulations thereunder.

          3.5. CONFIDENTIALITY. Each of Buyer, Seller, Seller's Affiliates,
Designated Shareholders, and their respective directors, officers,
representatives, and affiliates shall maintain in confidence all aspects of the
negotiation of the transactions contemplated by this Agreement


                                       10



including the determination of the Purchase Price except to the extent that
disclosure is required by applicable law or any governmental authority.

                                  SECTION IV.
                         REPRESENTATIONS AND WARRANTIES

          4.1. REPRESENTATIONS AND WARRANTIES OF SELLER, SELLER'S AFFILIATES,
AND DESIGNATED SHAREHOLDERS. Except as otherwise set forth in the Seller
Disclosure Schedule heretofore delivered by Seller and Seller's Affiliates to
and acknowledged as received by Buyer, Seller, Seller's Affiliates, and
Designated Shareholders jointly and severally represent and warrant to Buyer, as
follows:

               (a) DUE INCORPORATION, GOOD STANDING, AND QUALIFICATION. Each of
Seller and Seller's Affiliates is a corporation duly organized, validly
existing, and in good standing under the laws of the jurisdiction of its
incorporation and has the requisite corporate power and authority to own,
operate, and lease its assets and properties and to carry on its business as now
being conducted. Neither Seller nor any Seller Affiliate is subject to any
material disability by reason of the failure to be duly qualified as a foreign
corporation for the transaction of business or to be in good standing under the
laws of any jurisdiction. Schedule 4.1(a) hereto constitutes a list setting
forth, as of the date of this Agreement, each jurisdiction in which Seller and
each Seller Affiliate is qualified to do business.

               (b) CORPORATE AUTHORITY. Each of Seller and Seller's Affiliates
has the corporate power and authority to enter into this Agreement and all
related transaction documents contemplated by this Agreement and to carry out
the transactions contemplated hereby and thereby. The Board of Directors and
shareholders of Seller and each Seller Affiliate have duly authorized the
execution, delivery, and performance of this Agreement and all related
transaction documents contemplated by this Agreement. No other corporate
proceedings on the part of Seller or any Seller Affiliate are necessary to
authorize the execution and delivery by Seller or any Seller Affiliate of this
Agreement or the consummation by Seller or any Seller Affiliate of the
transactions contemplated hereby. This Agreement has been duly executed and
delivered by, and constitutes a legal, valid, and binding agreement of, Seller
and each Seller Affiliate, enforceable against Seller and each Seller Affiliate
in accordance with its terms, except that (i) such enforcement may be subject to
bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or
hereafter in effect relating to creditors' rights, and (ii) the remedy of
specific performance and injunctive and other forms of equitable relief may be
subject to equitable defenses and to the discretion of the court before which
any proceeding therefore may be brought.

               (c) CAPITAL STOCK; OPTIONS, WARRANTS, AND RIGHTS. Schedule 4.1(c)
hereto sets forth, as of the date hereof, the authorized and outstanding capital
stock of Seller and each Seller Affiliate. All of the issued and outstanding
shares of capital stock of Seller and of each Seller Affiliate have been duly
authorized and validly issued, are fully paid and nonassessable, and are free of
preemptive rights. Neither Seller nor any Seller Affiliate has any treasury
shares. Neither Seller nor any Seller Affiliate has outstanding any
subscriptions, options, warrants, or other rights to purchase, or securities or
other obligations convertible into or


                                       11



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REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

exchangeable for, or contracts, commitments, agreements, arrangements, or
understandings, to issue, any shares of its capital stock, membership interests,
or other securities.

               (d) SUBSIDIARIES. Schedule 4.1(d) hereto constitutes a list
setting forth, as of the date of this Agreement, (i) the name, jurisdiction of
incorporation, and list of shareholders of Seller and each Seller Affiliate; and
(ii) the name and a description of every other person, corporation, partnership,
limited liability company, joint venture, or other business association in which
Seller or any Seller Affiliate directly or indirectly owns a material interest.
The outstanding shares of capital stock of the subsidiaries of Seller and each
Seller Affiliate are owned as set forth in Schedule 4.1(d) hereto free and clear
of all claims, liens, charges, and encumbrances. Neither Seller nor any Seller
Affiliate owns, directly or indirectly, any capital stock or other equity
securities of any corporation or has any direct or indirect equity or ownership
interest in any corporation or other business other than with respect to its
subsidiaries.

               (e) FINANCIAL STATEMENTS. The Combined Balance Sheets of Seller
and Seller's Affiliates as of December 31, 2003 and December 31, 2004, as well
as the Combined Statements of Operations, the Combined Statements of
Shareholders' Equity, and the Combined Statements of Cash Flows of Seller and
Seller's Affiliates for the two years ended December 31, 2004, and all related
schedules and notes to the foregoing, have been reported on by Ernst & Young
LLP, independent public accountants The Combined Balance Sheet of Seller and
Seller's Affiliates as of December 31, 2005 and the Combined Statement of
Operations, the Combined Statement of Shareholders' Equity, and the Combined
Statement of Cash Flows of Seller and Seller's Affiliates for the year ended
December 31, 2005, and all related schedules and notes to the foregoing, have
been reported on by Povol & Feldman CPA, PC, independent public accountants. All
of the foregoing financial statements have been prepared in accordance with
generally accepted accounting principles, which were applied on a consistent
basis, and present fairly, in all material respects, the consolidated financial
position, results of operations, shareholders' equity, and cash flow of Seller
and Seller's Affiliates as of their respective dates and for the periods
indicated. Neither Seller nor any Seller Affiliate has any material liabilities
or obligations of a type that would be included in a combined balance sheet
prepared in accordance with generally accepted accounting principles, whether
related to tax or non-tax matters, accrued or contingent, due or not yet due,
liquidated or unliquidated, or otherwise, except as and to the extent disclosed
or reflected in the Base Balance Sheet or incurred since the date of that
balance sheet in the ordinary course of business and as contemplated by this
Agreement. Notwithstanding anything else contained in this Section 4.1(e), in
the event that Buyer makes a written claim, within the time frames provided
herein, that any of the representations and warranties contained in this Section
4.1(e) are untrue, then the December 31, 2005 financial statements shall be
audited by Ernst & Young, LLP at the [***] expense of [***] Seller. If Ernst &
Young LLP determines that the net income, after add back for officers'
compensation, is not less than [***] of the calendar year 2004 net income, after
add back for officers' compensation, then it shall be deemed that Buyer has no
damage and the inquiry and allegation is deemed to be satisfied. If Ernst &
Young LLP determines that the net income, after add back for officers'
compensation, is less than [***] of the calendar year 2004 net income, after add
back for officers' compensation, Seller shall pay to Buyer an amount equal to
the amount of the percentage decrease below [***] in 2004 net income, after add
back for officers' compensation, multiplied by the Base Purchase Price, [***],
within 30 days of such


                                       12



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WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

determination being made by Ernst & Young LLP, which shall be deducted from
amounts held pursuant to the Escrow and Security Agreement described below.
[***]

               (f) ACTIONS IN THE ORDINARY COURSE OF BUSINESS. Since the date of
the Base Balance Sheet, neither Seller nor any Seller Affiliate (i) has taken
any action or entered into any material transaction other than contemplated
hereby outside the ordinary and usual course of business; (ii) has borrowed any
money or become contingently liable for any obligation or liability of another
other than indebtedness not material in the aggregate incurred in the ordinary
and usual course of business; (iii) has failed to pay any of its debts and
obligations as they become due; (iv) has incurred any debt, liability, or
obligation of any nature to any party, except for obligations arising from the
purchase of goods or the rendition of services in the ordinary and usual course
of business; (v) has failed to use its best efforts to preserve its business
organization intact, to keep available the services of its employees and
independent contractors, or to preserve its relationships with its customers,
suppliers, and others with which it deals; (vi) has sold, transferred, leased,
or encumbered any of its assets or properties outside the ordinary and usual
course of business; (vii) has waived any material right; (viii) has written off
any assets or properties; or (ix) has hired any employees or increased the
compensation of any employees outside the ordinary and usual course of business.

               (g) NO MATERIAL CHANGE. Since the date of the Base Balance Sheet,
there has not been and there is not threatened (i) any material adverse change
in the financial condition, business, assets, properties, or operating results
of Seller and Seller's Affiliates taken as a whole; (ii) any loss or damage
(whether or not covered by insurance) to any of the assets or properties of
Seller or any Seller Affiliate, which materially affects or impairs its ability
to conduct its business; or (iii) any mortgage or pledge of any assets or
properties of Seller or any Seller Affiliate, or any indebtedness incurred by
Seller or any Seller Affiliate, other than indebtedness, not material in the
aggregate, incurred in the ordinary and usual course of business.

               (h) TITLE TO PROPERTIES. Except for leased personal property,
each of Seller and Seller's Affiliates has good and marketable title to and
rightful possession of all of its real and personal assets and properties,
including all assets and properties reflected in the Base Balance Sheet or
acquired subsequent to the date of the Base Balance Sheet, except assets or
properties disposed of subsequent to the date of the Base Balance Sheet in the
ordinary and usual course of business and as contemplated by this Agreement.
Except for leased personal property such assets and properties are subject to no
mortgage, indenture, pledge, lien, claim, encumbrance, charge, security interest
or title retention, or other security arrangement, except for liens for the
payment of federal, state, and other taxes, the payment of which is neither
delinquent nor subject to penalties, and except for other liens and encumbrances
incidental to the conduct of the business of Seller and Seller's Affiliates or
the ownership of their assets or properties, which were not incurred in
connection with the borrowing of money or the obtaining of advances and which do
not in the aggregate materially detract from the value of the assets or
properties of Seller and Seller's Affiliates taken as a whole or materially
impair the use thereof in the operation of their respective businesses, except
in each case as disclosed in the Base Balance Sheet. All leases pursuant to
which Seller or any Seller Affiliate leases any substantial amount of real or
personal property are valid and effective in accordance with their respective
terms. Schedule 4.1(h) hereto sets forth the location, physical description,
basis of occupancy,


                                       13



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REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

ownership, and terms of any mortgages or leases with respect to all properties
used in the conduct of the Watercraft Business.

               (i) CONDITION OF ASSETS AND PROPERTIES. The buildings, equipment,
machinery, docks, harbors, bulkheads, fixtures, furniture, furnishings, office
equipment, and all other tangible personal assets and properties presently used
in, or necessary for the operation of, the business of Seller and Seller's
Affiliates, do not require any repairs other than normal maintenance and are in
good operating condition and in a state of good maintenance and repair. In
addition, [***] there are no issues, including current or pending legislation or
regulatory actions affecting access to the waterways, customarily used by Seller
or any Seller Affiliate or the customers of Seller or any Seller Affiliate, that
would otherwise adversely affect the business of Seller or any Seller Affiliate.

               (j) LITIGATION; ABSENCE OF CLAIMS OR PRODUCT OR SERVICE
WARRANTIES. [***] Seller, any Seller Affiliate, or any Designated Shareholder,
there are no actions, suits, claims, proceedings, investigations, or other
litigation pending or, [***] threatened or that could be threatened against
Seller or any Seller Affiliate, at law or in equity, or before or by any
federal, state, municipal, or other governmental department, commission, board,
bureau, agency, or instrumentality that, if determined adversely to Seller or
any Seller Affiliate, would individually or in the aggregate have a material
adverse effect on the business, assets, properties, operations, operating
results, prospects, or condition, financial or otherwise, of Seller and Seller's
Affiliates taken as a whole (a "Material Adverse Effect"). [***] any Seller
Affiliate, and any Designated Shareholder, none of Seller or any Seller
Affiliate is a party to any decree, order, or arbitration award (or agreement
entered into in any administrative, judicial, or arbitration proceeding with any
governmental authority) with respect to or affecting any of the Purchased Assets
(or the use thereof), the Assumed Liabilities, or the Watercraft Business (or
the conduct thereof). [***] Seller, any Seller Affiliate, or any Designated
Shareholder, there are no material claims pending, anticipated, or to the
knowledge of Seller, any Seller Affiliate, or any Designated Shareholder,
threatened against Seller or any Seller Affiliate with respect to the quality of
or absence of defects in such products or services.

               (k) LICENSES AND PERMITS. Neither Seller nor any Seller Affiliate
is subject to any material disability or liability by reason of its failure to
possess any license, permit, franchise, certificate, consent, approval, or
authorization. Each of Seller and Seller's Affiliates has all licenses, permits,
franchises, certificates, consents, approvals, and authorizations of whatever
kind and type, governmental or private, necessary for the business conducted by
it and the ownership or use of all assets and properties and the premises
occupied by it except for those, which if not obtained, would not reasonably be
expected to have a Material Adverse Effect. Schedule 1.2(g) hereto contains a
true, correct, and complete list of all licenses, permits, franchises,
certificates, consents, approvals, and authorizations necessary for the conduct
of the business of Seller and Seller's Affiliates.

               (l) NO VIOLATION. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby will not violate or
result in a breach by Seller or any Seller Affiliate of, or constitute a default
under, or conflict with, or cause any acceleration of any obligation with
respect to (i) any provision or restriction of any charter, bylaw, shareholders'
agreement, voting trust, proxy, or other similar agreement; (ii) any loan


                                       14



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WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

agreement, indenture, lease, or mortgage of Seller or any Seller Affiliate;
(iii) any provision or restriction of any lien, lease agreement, dealer
agreement, contract, or instrument to which Seller or any Seller Affiliate is a
party or by which any of them is bound; or (iv) any order, judgment, award,
decree, law, rule, ordinance, or regulation or any other restriction of any kind
or character to which any assets or properties of Seller or any Seller Affiliate
is subject or by which Seller or any Seller Affiliate is bound except for any
violation, breach or default, which itself or together with others, would not
reasonably be expected to have a Material Adverse Effect. Neither the execution
and delivery by Seller or any Seller Affiliate of this Agreement or any of the
other agreements contemplated hereby, nor the consummation of the transactions
contemplated hereby or thereby, will result in the creation of any lien, claim,
right, charge, encumbrance or security interest of any nature or type whatsoever
with respect to any of the stock or assets of Seller or any Seller Affiliate.

               (m) TAXES. Each of Seller and Seller's Affiliates has duly filed
in correct form all Tax Returns (as defined below) relating to the activities of
Seller and Seller's Affiliates required or due to be filed (with regard to
applicable extensions) on or prior to the date hereof. All such Tax Returns are
accurate and complete in all material respects, and Seller and each Seller
Affiliate has paid or made provision for the payment of all Taxes (as defined
below) that have been incurred or are due or claimed to be due from Seller or
any Seller Affiliate by federal, state, or local taxing authorities for all
periods ending on or before the date hereof, other than Taxes or other charges
that are not delinquent or are being contested in good faith and have not been
finally determined and have been disclosed to Buyer. No claims for Taxes or
assessments are being asserted or threatened against Seller or any Seller
Affiliate. Seller has furnished to Buyer a copy of all Tax Returns filed for it
and each Seller Affiliate within the three-year period prior to the date of the
Agreement. For purposes of this Agreement, the term "Taxes" shall mean all
taxes, charges, fees, levies, or other assessments, including, without
limitation, income, gross receipts, excise, property, sales, transfer, license,
payroll, and franchise taxes, imposed by the United States or any state, local,
or foreign government or subdivision or agency thereof, and such term shall
include any interest, penalties, or additions to tax attributable to such
assessments or to the failure to file any Tax Return; and the term "Tax Return"
shall mean any report, return, or other information required to be supplied to a
taxing authority or required by a taxing authority to be supplied to any other
person.

               (n) ACCOUNTS RECEIVABLE. Each account receivable of Seller or any
Seller Affiliate has been acquired in the ordinary course of business, is valid
and enforceable, and is fully collectible, subject to no defenses, deductions,
set-offs, or counterclaims, except to the extent of the reserve reflected in the
Base Balance Sheet [***]. Each such account receivable is fully collectible to
the extent of the face value thereof (less the amount of the reserve for
doubtful accounts, if any, reflected on the books of Seller or any Seller
Affiliate with respect to such account). Any account receivable not collected in
full within [***] days after such account is due, or within [***] days after the
Closing Date, whichever is later, shall conclusively be deemed to be
uncollectible. Any such account receivable that becomes uncollectible at any
time shall be purchased from Buyer at the face value thereof within 10 days
after written demand by Buyer for such purchase.

               (o) CONTRACTS. Neither Seller nor any Seller Affiliate is a party
to (i) any plan or contract providing for bonuses, incentives, pensions, stock
options, stock purchases,


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REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

deferred compensation, retirement payments, pension, profit sharing, or welfare
benefits; (ii) any plan or agreement providing for fringe benefits to present or
former employees, including sick leave, severance pay, medical, hospitalization,
life insurance, or related benefits; (iii) any lease, installment purchase
agreement, or other contract with respect to any real or personal property used
or proposed to be used in its operations, excepting, in each case, items
included within aggregate amounts disclosed or reflected in the Base Balance
Sheet; (iv) any employment, consulting, or other similar arrangement not
terminable by it upon 30 days or less notice without penalty to it or that
provides for payments upon or after termination; (v) any contract or agreement
for the purchase of any commodity, material, fixed asset, or equipment in excess
of $10,000; (vi) any contract or agreement creating an obligation of $10,000 or
more; (vii) any mortgage, deed of trust, pledge agreement, security agreement,
lease, or other contract or agreement, which by its terms does not terminate or
is not terminable by it without penalty to it; (viii) any loan agreement, letter
of credit, financing agreement, indenture, promissory note, or other similar
type of arrangement; (ix) any dealer, distributorship, agency, sales, brokerage,
wholesaling, franchise, license, conditional sales agreement, or similar
agreement; (x) any purchase commitment to, or contract or agreement with, any
manufacturer or other supplier; or (xi) any license, authority, or permit in
favor of any person or entity with respect to the Watercraft Business or any
Purchased Assets. All mortgages, leases, contracts, agreements, and other
arrangements to which Seller or any Seller Affiliate is a party are valid and
enforceable in accordance with their terms; Seller, Seller's Affiliates, and all
other parties to each of the foregoing have performed all obligations required
to be performed to date and have waived no rights thereunder; neither Seller,
nor any Seller Affiliate, nor any such other party is in default or in arrears
under the terms of the foregoing; and no condition exists or event has occurred
that, with the giving of notice or lapse of time or both, would constitute a
material default under any of them. With respect to the Watercraft Business,
neither Seller nor any Seller Affiliate is bound by any agreement or arrangement
to sell or provide goods or services at prices below the prevailing market
prices therefor or to purchase goods or services at prices above the prevailing
market prices therefor. With respect to the Watercraft Business, neither Seller,
nor any Seller Affiliate, nor any Designated Shareholder has any reason to
believe that there is a likelihood that any of the manufacturers for or
suppliers to Seller or any Seller Affiliate will terminate their business
relationship with Seller or any Seller Affiliate for any reason whatsoever.

               (p) COMPLIANCE WITH LAW AND OTHER REGULATIONS.

                    (i) GENERAL. [***] Seller, Seller's Affiliates, and
Designated Shareholders, each of Seller and Seller's Affiliates is in compliance
in all [***] respects with all requirements of federal, state, and local law and
all requirements of all governmental bodies and agencies having jurisdiction
over it, the conduct of its business, the use of its assets and properties, and
all premises occupied by it. Without limiting the foregoing, each of Seller and
Seller's Affiliates has properly filed all reports, paid all monies, and
obtained all licenses, permits, certificates, and authorizations needed or
required for the conduct of its business and the use of its assets and
properties and the premises occupied by it in connection therewith, except for
any failure that would not reasonably be expected to have a Material Adverse
Effect, and is in compliance in all material respects with all conditions,
restrictions, and provisions of all of the foregoing. Neither Seller nor any
Seller Affiliate has received any notice from any federal, state, or local
authority or any insurance or inspection body that any of its assets,
properties, facilities,


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equipment, or business procedures or practices fails to comply with any
applicable law, ordinance, regulation, building, or zoning law, or requirement
of any public authority or body.

                    (ii) ENVIRONMENTAL. [***] there is no environmental
contamination, toxic waste or other discharge, spill, construction component,
structural element or condition, adversely affecting any of the properties
owned, leased, or used by Seller or any Seller Affiliate, nor has Seller nor any
Seller Affiliate received any official notice or citation that any of its
properties in any way contravene any federal, state, or local law or regulation
relating to environmental, health, or safety matters, including, without
limitation, any requirements of CERCLA or any OSHA requirements. Other than
normal immaterial amounts incidental to the Watercraft Business, there has been
no (A) storage, treatment, generation, or transportation or any (B) spill,
discharge, leak, emission, injection, escape, dumping, or release of any kind
into the environment (including, without limitation, into air, water, or ground
water) of any materials (including, without limitation, industrial, toxic, or
hazardous substances or solid, medical, or hazardous waste) by, or on behalf of,
Seller or any Seller Affiliate or from any property owned, leased, or used by
Seller or any Seller Affiliate in violation of any federal, state, or local law,
statute, rule, or regulation or the common law or any decree, order, arbitration
award, or agreement with or any license or permit from any federal, state, or
local governmental authority. Schedule 4.1(p) hereto, sets forth a complete list
of all aboveground and underground storage tanks, vessels, and related equipment
and containers that are or have been used by Seller or any Seller Affiliate, or
are located on property owned, leased, or operated by Seller or any Seller
Affiliate, and that are subject to federal, state or local laws, statutes, rules
or regulations, and such schedule sets forth their present contents, what the
contents have been at any time in the past, and what program of redemption, if
any, is contemplated with respect thereto.

               (q) EMPLOYEE BENEFIT AND EMPLOYMENT MATTERS.

                    (i) ERISA MATTERS. Each of Seller and Seller's Affiliates
has fulfilled its obligations, if any, under the minimum funding standards of
Section 302 of ERISA and the regulations and published interpretations
thereunder with respect to each "plan" (as defined in Section 3(3) of ERISA and
such regulations and published interpretations) in which employees of Seller or
any Seller Affiliate are eligible to participate, and each such plan is in
compliance in all material respects with the presently applicable provisions of
ERISA and such regulations and published interpretations. Neither Seller nor any
Seller Affiliate has incurred any unpaid liability to the Pension Benefit
Guaranty Corporation (other than for the payment of premiums in the ordinary
course) or to any such plan under Title IV of ERISA. Seller and each Seller
Affiliate has furnished to Buyer as an attachment to Schedule 4.1(q) hereto true
and complete copies of each pension plan, welfare plan, and employment benefit
plan applicable to Seller or any Seller Affiliate and related trust agreements
or annuity contracts, Internal Revenue Service determination letters, and
summary plan descriptions; all of the foregoing plans, agreements, and
commitments are valid, binding, and in full force and effect, and there are no
defaults thereunder; and none of the rights of Seller or any Seller Affiliate or
any of its ERISA Affiliates (as defined under ERISA) thereunder will be impaired
by this Agreement or the consummation of the transactions contemplated by this
Agreement.

                    (ii) LABOR MATTERS. Each of Seller and Seller's Affiliates
has complied in all material respects with all other applicable federal, state,
and local laws relating to


                                       17



the employment of labor, including, without limitation, the provisions thereof
relative to wages, hours, collective bargaining, working conditions, and payment
of taxes of any kind, and neither Seller nor any Seller Affiliate is liable for
any arrears of wages or any taxes or penalties for failure to comply with any of
the foregoing or has any obligations for any vacation, sick leave, or other
compensatory time. Neither Seller nor any Seller Affiliate is a party to any
collective bargaining or other contract or agreement with any labor union, and
there is no request for union representation pending or threatened against
Seller or any Seller Affiliate. There is not pending or threatened any (A) labor
dispute, grievance, strike, or work stoppage involving any of the employees of
Seller or any Seller Affiliate, (B) charge or complaint against or involving any
employees of Seller or any Seller Affiliate by the National Labor Relations
Board, the Department of Labor, the Occupational Health and Safety
Administration, or any similar federal, state, or local board or agency, or (C)
unfair employment or labor practice charges by or on behalf of any employee of
Seller or any Seller Affiliate.

                    (iii) ARRANGEMENTS WITH EMPLOYEES. The employment of each
employee of Seller or any Seller Affiliate is terminable at will without cost to
Seller or any Seller Affiliate. All officers and independent contractors of
Seller and each Seller Affiliate are paid salaries or other compensation in
accordance with the amounts set forth in Schedule 4.1(q) hereto, and Schedule
4.1(q) correctly and accurately sets forth all salaries, expenses, and personal
benefits paid to or accrued for all directors, officers, managers, and principal
shareholders or members of Seller and each Seller Affiliate as of the date of
this Agreement, all of which are reflected as appropriate in the Base Balance
Sheet.

               (r) INSURANCE. Each of Seller and Seller's Affiliates maintains
in full force and effect insurance coverage on its assets, properties, premises,
operations, and personnel in such amounts as it deems appropriate. Schedule
4.1(r) hereto contains a description (identifying insurer, coverage, premiums,
named insured, deductibles, and expiration date) of all policies of fire,
liability, and other forms of insurance that currently are, or at any time
within the past five years have been, maintained in force by or for the account
of Seller or any Seller Affiliate with respect to the business and assets of
Seller or each Seller Affiliate (such policies are hereinafter referred to as
the "Policies"). Each of Seller and Seller's Affiliates has been continuously,
and is presently, insured by insurers unaffiliated with Seller or any Seller
Affiliate with respect to its property and the conduct of its business in such
amounts and against such risks as are adequate to protect its business and
assets, including, without limitation, liability insurance.

               (s) GOVERNING DOCUMENTS AND MINUTE BOOKS. Each of Seller and
Seller's Affiliates has previously delivered to Buyer true and complete copies
of the articles of organization and bylaws of Seller and each Seller Affiliate
as currently in effect.

               (t) INTELLECTUAL PROPERTY. Each of Seller and Seller's Affiliates
owns or holds all of the rights to use all trademarks, trade names, trade
secrets, logos, fictitious names, service marks, slogans, patents, and
copyrights that are used in or necessary to the operation of its business.
Schedule 1.2(e) hereto sets forth a true, complete, and correct list of all of
the Intellectual Property owned or used by Seller or any Seller Affiliate. None
of the matters covered by the Intellectual Property, nor any of the products or
services sold or provided by Seller or any Seller Affiliate, nor any of the
processes used or the business practices followed by


                                       18



[***] -- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Seller or any Seller Affiliate, infringes or has infringed upon any trademark,
trade name, trade secret, logo, fictitious name, service mark, slogan, patent,
or copyright owned by any person or entity (or any application with respect
thereto), or constitutes unfair competition. Neither Seller nor any Seller
Affiliate is, and following the Closing Buyer will be, obligated to pay any
royalty or other payment with respect to any of the Intellectual Property. No
person or entity is producing, providing, selling, or using products or services
that would constitute an infringement of any of the Intellectual Property.

               (u) INVENTORIES. [***] Seller, Seller's Affiliates, and
Designated Shareholders, the inventories of Seller and each Seller Affiliate
(including boats, motors, trailers, parts, and accessories) are stated in the
Base Balance Sheet at not more than the lower of cost or market, with adequate
adjustments for obsolete, out-of-date, or otherwise not readily marketable
items. [***] Seller, Seller's Affiliates, and Designated Shareholders, since the
date of the Base Balance Sheet, there have not been and there are not required
to be any write-downs in the value of such inventories or write-offs with
respect to such inventories. The inventories of Seller and each Seller Affiliate
(including boats, motors, trailers, parts, and accessories) are all in first
class merchantable condition and are usable and currently being used in the
present sales activities of Seller and Seller's Affiliates, and neither Seller
nor any Seller Affiliate has on hand or on order any inventory in excess of its
normal requirements (based upon sales experience for the last 12 months) for
products that are included in its current line and for which Seller or any
Seller Affiliate is now taking orders. Without limiting the foregoing, (i)
neither Seller nor any Seller Affiliate has more than a six-month supply of
inventory, all of which is saleable at prices currently quoted by Seller and
Seller's Affiliates, and (ii) all inventory being transferred to Buyer, pursuant
to this Agreement is in accordance with manufacturers' specifications and the
sale thereof to customers will not result in any liability of any kind to Buyer.

               (v) SUFFICIENCY OF PURCHASED ASSETS. The Purchased Assets
constitute all or substantially all of the assets and properties of Seller and
Seller's Affiliates, other than the Excluded Assets, and constitute all or
substantially all of the assets and properties that are necessary to permit
Buyer to continue to conduct the Watercraft Business after the Closing Date in
the manner in which the Watercraft Business is currently being conducted by
Seller and Seller's Affiliates.

               (w) SECURITIES MATTERS. Seller and Seller's Affiliates represent
and warrant to Buyer and MarineMax as follows:

                    (i) ACQUISITION OF MARINEMAX COMMON STOCK FOR OWN ACCOUNT.
Seller and Seller's Affiliates will acquire the MarineMax Common Stock for their
own account and not with a view to the distribution thereof in violation of the
Securities Act of 1933, as amended (the "Securities Act").

                    (ii) KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS
MATTERS. Seller and Seller's Affiliates have sufficient knowledge and experience
in financial and business matters as to be capable of evaluating the merits and
risks of the acquisition of the MarineMax Common Stock, and Seller and Seller's
Affiliates have the ability to bear the economic risk of acquiring the MarineMax
Common Stock.


                                       19



[***] -- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                    (iii) RESTRICTED SECURITIES. Seller and Seller's Affiliates
acknowledge and understand that the MarineMax Common Stock will constitute
"restricted securities" as defined under Rule 144 under the Securities Act and
the certificates representing such shares will contain a legend to this effect.
As a result, such shares of MarineMax Common Stock may be sold only pursuant to
registration under the Securities Act or pursuant to an exemption therefrom.

                    (iv) AVAILABLE INFORMATION. Seller and Seller's Affiliates
have been supplied with, or had access to, information to which a reasonable
investor would attach significance in making investment decisions, including,
without limitation, all publicly available filings by MarineMax under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including
MarineMax's Form 10-K Report for the year ended September 30, 2004; MarineMax's
Form 10-Q Report for the quarter ended June 30, 2005; MarineMax's 2004 Annual
Report to Stockholders; MarineMax's Proxy Statement for its 2005 Annual Meeting
of Stockholders; and any information with respect to MarineMax's financial
condition, business, and prospects and other information Seller and Seller's
Affiliates have requested to enable Seller and Seller's Affiliates to make the
decision to acquire the MarineMax Common Stock.

               (x) ACCURACY OF STATEMENTS. [***] Seller, Seller's Affiliates,
and Designated Shareholders, neither this Agreement nor any statement, list,
certificate, or any other agreement executed in connection with this Agreement
or other information furnished or to be furnished by Seller, any Seller
Affiliate, or any Designated Shareholder to Buyer in connection with this
Agreement or any of the transactions contemplated hereby contains or will
contain an untrue statement of a material fact or omits or will omit to state a
material fact necessary to make the statements contained herein or therein, in
light of circumstances in which they are made, not misleading.

          4.2. FURTHER REPRESENTATIONS AND WARRANTIES OF DESIGNATED
SHAREHOLDERS. Designated Shareholders, jointly and severally, further represent,
warrant, and acknowledge to Buyer as follows:

               (a) OWNERSHIP OF STOCK. Designated Shareholders directly or
indirectly own, and for 10 years preceding the date hereof, have directly or
indirectly owned, substantially all of the issued and outstanding shares of
capital stock of each of Seller and Seller's Affiliates, free and clear of all
liens, claims, rights, charges, encumbrances, and security interests of
whatsoever nature or type.

               (b) POWER OF DESIGNATED SHAREHOLDERS TO EXECUTE AGREEMENT.
Designated Shareholders have the full right, power, and authority to execute,
deliver, and perform this Agreement and the related transaction documents
contemplated by this Agreement, and this Agreement constitute the legal and
binding obligation of Designated Shareholders and is enforceable against
Designated Shareholders in accordance with its terms, except that (i) such
enforcement may be subject to bankruptcy, insolvency, reorganization,
moratorium, or other similar laws now or hereafter in effect relating to
creditors' rights, and (ii) the remedy of specific performance and injunctive
and other forms of equitable relief may be subject to equitable defenses and to
the discretion of the court before which any proceeding therefore may be
brought.


                                       20



               (c) AGREEMENT NOT IN BREACH OF OTHER INSTRUMENTS AFFECTING
DESIGNATED SHAREHOLDERS. The execution and delivery of this Agreement and the
related transaction documents contemplated by this Agreement, the consummation
of the transactions hereby contemplated, and the fulfillment of the terms hereof
will not result in the breach of any term or provision of, or constitute a
default under, or conflict with, or cause the acceleration of any obligation
under any agreement or other instrument of any description to which any
Designated Shareholder is a party or by which any Designated Shareholder is
bound, or any judgment, decree, order, or award of any court, governmental body,
or arbitrator or any applicable law, rule, or regulation.

          4.3. REPRESENTATIONS AND WARRANTIES OF BUYER. Except as otherwise set
forth in the Buyer Disclosure Schedule heretofore delivered by Buyer to Seller
and Seller's Affiliates, and except as disclosed in any document heretofore
filed by MarineMax with the Securities and Exchange Commission ("SEC"), Buyer
represents and warrants to Seller, Seller's Affiliates, and Designated
Shareholders as follows:

               (a) DUE INCORPORATION, GOOD STANDING, AND QUALIFICATION. Buyer is
a corporation duly organized, validly existing, and in good standing under the
laws of the jurisdiction of its formation. Buyer is not subject to any material
disability by reason of the failure to be duly qualified as a foreign
corporation for the transaction of business or to be in good standing under the
laws of any jurisdiction. As used in this Agreement with reference to Buyer, the
term "subsidiaries" shall include all direct or indirect subsidiaries of Buyer,
other than Seller and all direct and indirect subsidiaries of Seller.

               (b) CORPORATE AUTHORITY. Buyer has the corporate power and
authority to enter into this Agreement and the related transaction documents
contemplated by this Agreement and carry out the transactions contemplated
hereby and thereby. The Board of Directors and stockholders of Buyer have taken
all actions required by law to authorize the execution and delivery by Buyer of
this Agreement and the consummation by Buyer of the transactions contemplated
hereby. This Agreement has been duly executed and delivered by and constitutes a
legal, valid, and binding agreement of Buyer, enforceable against it in
accordance with its terms, except that (i) such enforcement may be subject to
bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or
hereafter in effect relating to creditors' rights; and (ii) the remedy of
specific performance and injunctive and other forms of equitable relief may be
subject to equitable defenses and to the discretion of the court before which
any proceeding therefore may be brought.

               (c) NO VIOLATION. The execution and delivery of this Agreement
and the related transaction documents contemplated by this Agreement and the
consummation of the transactions contemplated hereby and thereby will not
violate or result in a breach by Buyer of, or constitute a default under, or
conflict with, or cause any acceleration of any obligation with respect to, (i)
any provision or restriction of any charter, bylaw, loan, indenture, or mortgage
of Buyer; or (ii) any provision or restriction of any lien, lease agreement,
contract, instrument, order, judgment, award, decree, ordinance, or regulation
or any other restriction of any kind or character to which any assets or
properties of Buyer is subject or by which Buyer is bound.


                                       21



[***] -- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

               (d) ACCURACY OF STATEMENTS. To the best knowledge and belief of
Buyer, neither this Agreement nor any statement, list, certificate, or other
information furnished or to be furnished by Buyer to Seller, Seller's
Affiliates, or Designated Shareholders in connection with this Agreement or any
of the transactions contemplated hereby contains or will contain an untrue
statement of a material fact or omits or will omit to state a material fact
necessary to make the statements contained herein or therein, in light of the
circumstances in which they are made, not misleading.

               (e) SEC REPORTS. MarineMax's Form 10-K Report for the year ended
September 30, 2005, and all subsequent reports and proxy statements filed by
MarineMax thereafter with the SEC pursuant to Section 13(a) or 14(a) of the
Exchange Act, do not contain a misstatement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading as of the time the document was filed. No
report, proxy statement, or other document has been required to be filed by
MarineMax pursuant to Section 13(a) or 14(a) of the Exchange Act that has not
been filed. All such reports, registrations, and statements, which are filed
between the date hereof and the Closing Date, will not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements made therein, in light of the
circumstances in which they are made, not misleading.

               (f) STATUS OF MARINEMAX COMMON STOCK TO BE ISSUED. The shares of
MarineMax Common Stock to be issued in partial payment for the Purchased Assets
will be, when issued, validly authorized and issued, fully paid, nonassessable,
free of preemptive or other similar rights, and listed for trading on the New
York Stock Exchange.

               (g) SUBSEQUENT EVENTS. Except as contemplated by this Agreement
or disclosed in the SEC Reports, none of the following has occurred since the
date of the most recent consolidated balance sheet of MarineMax that is included
in the SEC Reports: (i) any event that had, or is reasonably likely to have, a
material adverse effect on MarineMax; (ii) any change by MarineMax in its
accounting methods, practices, or principles, except as required to comply with
applicable law or a change in GAAP; (iii) any commitment or transaction by
MarineMax that had, or is reasonably likely to have, a material adverse effect
on MarineMax and was not in the usual and ordinary course of business; (iv) any
declaration, payment, or setting aside for payment of any dividends or other
distributions (whether in cash, stock, or property) in respect of the MarineMax
Common Stock; or (v) any event, action, or condition that (A) constitutes an
agreement by MarineMax to do anything described in clauses (i)-(iv) above, or
(B) if it had occurred before the date of this Agreement, would have made any
representation or warranty to Buyer in this Agreement inaccurate in any material
respect.

               (h) FINANCIAL ABILITY TO PERFORM. Buyer has liquid funds or
committed sources of funds sufficient to permit it to perform timely its
obligations hereunder, including the payment of Purchase Price to Seller and
Seller's Affiliates at the Closing and the other payments required hereunder.

               (i) [***] PURCHASE. Buyer acknowledges and agrees that it has had
the opportunity to conduct, [***] with the Seller's and the Seller's Affiliates'
cooperation, any and all due diligence desired by Buyer with respect to the
condition, financial and otherwise, of


                                       22



[***] -- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

the Purchased Assets and the Watercraft Business. Accordingly, except as set
forth in this Agreement, Buyer acknowledges and agrees [***] that, except as
provided in this Agreement. Except as provided in this Agreement, Seller and
Seller's Affiliates [***] warranty, either express or implied, with respect to
the [***]. In this respect, Buyer confirms that, except for the representations
and warranties contained in this Agreement, [***] Assets to purchase [***].
Without limiting the generality of the foregoing, Buyer hereby acknowledges
that, [***] specifically provided in this Agreement, neither Seller, Seller's
Affiliates, nor any of their respective officers, employees or agents, [***],
and all expressed or implied warranties related to the quality of [***] the
Purchased Assets other than as provided in this Agreement.

                                   SECTION V.
                                    COVENANTS

          5.1. COVENANTS OF SELLER, SELLER'S AFFILIATES, AND DESIGNATED
SHAREHOLDERS. Seller, Seller's Affiliates, and Designated Shareholders jointly
and severally agree that, unless Buyer otherwise agrees in writing and except as
set forth in the Seller Disclosure Schedule, at all times from the date of this
Agreement through the Closing Date:

               (a) TRUTH OF REPRESENTATIONS AND WARRANTIES. Neither Seller nor
any Seller Affiliate shall take or suffer or permit any action that would render
untrue any of the representations or warranties of Seller or any Seller
Affiliate herein contained, and neither Seller nor any Seller Affiliate shall
omit to take any action, the omission of which would render untrue any such
representation or warranty.

               (b) PRESERVATION OF BUSINESS. Each of Seller and Seller's
Affiliates shall use its best efforts (i) preserve intact its present business
organization; (ii) preserve its present goodwill and advantageous relationships
with all persons having business dealings with it; (iii) preserve its net worth;
and (iv) preserve and maintain in force all its licenses, registrations,
franchises, patents, trademarks, copyrights, bonds, and other similar rights.

               (c) NO ORGANIC CHANGE. Neither Seller nor any Seller Affiliate
shall (i) amend its charter or bylaws; (ii) make any change in its capital stock
by reclassification, subdivision, reorganization, or otherwise; or (iii) merge
or consolidate with or sell any assets to any other corporation, trust, or
entity or change the character of its business, except as contemplated by this
Agreement.

               (d) ORDINARY COURSE. Each of Seller and Seller's Affiliates shall
operate its business only in the usual, regular, and ordinary course and manner.
Without limiting the foregoing, neither Seller nor any Seller Affiliate shall
(i) encumber or mortgage any assets or properties; (ii) incur any obligation or
liability (contingent or otherwise), incur or modify any indebtedness, incur or
make any capital expenditures, purchase or acquire, or transfer or convey, any
assets or properties, or enter into any transaction or make or enter into any
contract or commitment, except in the usual and ordinary course of business
consistent with past practice and as contemplated by this Agreement; (iii)
create or acquire any subsidiary, invest in or acquire any stock or other equity
interest in any corporation, trust, or other entity, or purchase any investment
assets; (iv) expend more than $25,000 in any month except in the ordinary course
of business consistent with prior periods and as permitted by this Agreement
without the written


                                       23



approval of Buyer, which shall not be unreasonably withheld; (v) waive any
material right; or (vi) make any material change in the nature or conduct of its
business.

               (e) MAINTENANCE OF ASSETS AND PROPERTIES. Each of Seller and
Seller's Affiliates shall keep the premises occupied by it and all of the
equipment and other tangible assets and personal property used by it in good
operating condition and shall perform all necessary repairs and maintenance.
Seller and each Seller Affiliate shall not remove any personal property from any
facility of Seller or Seller's Affiliates unless same are replaced with similar
items of at least equal quality prior to the Closing Date. Neither Seller nor
any Seller Affiliate shall permit any modifications or additions to or sell or
permit to be sold or otherwise transferred or disposed of any item or group of
items constituting personal property, except items sold in the ordinary and
usual course of business. Neither Seller nor any Seller Affiliate shall convey
any interest in any of its assets or properties or subject any of its assets or
properties, or any portion thereof, to any additional liens, encumbrances, or
similar matters.

               (f) SATISFACTION OF OBLIGATIONS AND LIABILITIES. Each of Seller
and Seller's Affiliates shall (i) pay or cause to be paid all of the obligations
and liabilities arising out of its business as they mature including those
related to taxes, except for those that are in good faith disputed; (ii)
maintain and perform in all material respects its obligations under all
agreements and contracts to which it is bound in accordance with their terms;
and (iii) comply in all material respects with all requirements of applicable
federal, state, and local laws, regulations, and rules. Seller and each Seller
Affiliates shall pay or cause to be paid in full all bills and invoices for
labor, goods, materials, supplies, services, and utilities of any kind relating
to their business, which were contracted for by Seller and each Seller Affiliate
or which were delivered to or performed on their assets or properties.

               (g) BOOKS AND RECORDS. Each of Seller and Seller's Affiliates
shall maintain its books, accounts, and records in the usual, regular, and
ordinary manner and on a basis consistent with prior years, and Seller and each
Seller Affiliate shall comply with all laws applicable to it or to the conduct
of its business.

               (h) INSURANCE. Each of Seller and Seller's Affiliates shall
maintain in force through the Closing Date all of the property, casualty, crime,
directors and officers, and other forms of insurance that it is presently
carrying and shall refrain from making any change in any such insurance
coverage.

               (i) ENTRY INTO OBLIGATIONS. Neither Seller nor any Seller
Affiliate shall (i) enter into any lease, contract, agreement, or other
obligation with any party other than contracts for the sale of products or
services and contracts for the purchase of supplies or services in the ordinary
and usual course of business or, whether or not in the ordinary course of
business, which involve obligations in excess of $25,000 or which extend beyond
six months from the date of this Agreement; (ii) amend, modify, extend, change,
or terminate any presently existing lease, contract, agreement, or other
obligation; or (iii) enter into any service agreement, maintenance agreement,
contract, or other arrangement relating to the operation or maintenance of the
assets and properties of Seller or Seller's Affiliates, other than in the
ordinary course of business.


                                       24



[***] -- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

               (j) NO ISSUANCE OF SHARES, OPTIONS, OR OTHER SECURITIES. Neither
Seller nor any Seller Affiliate shall (i) issue any shares of capital stock; or
(ii) grant any option, warrant, or other right to purchase or to convert any
obligation into shares of capital stock.

               (k) ACQUISITIONS AND DISPOSITIONS. Neither Seller nor any Seller
Affiliate shall (i) order, purchase, or lease any boats, motors, trailers,
parts, accessories or other products, inventory, or equipment, except in the
ordinary course of business and consistent with past practice and as
contemplated by this Agreement; (ii) transfer, sell, pledge, dispose of, or
encumber any assets or properties, except in the ordinary course of business and
consistent with past practice and as contemplated by this Agreement; or (iii)
directly or indirectly acquire, purchase, or redeem any shares of its capital
stock or that of its subsidiaries or permit any of its subsidiaries to do so.

               (l) DIVIDENDS. Neither Seller nor any Seller Affiliate shall
declare, make, or pay any dividend or other distribution with respect to its
capital stock or otherwise.

               (m) COMPENSATION. Neither Seller nor any Seller Affiliate shall
(i) increase the compensation payable (including bonus compensation) to any
officer or director or to other management personnel from the amount payable as
of the date of the Base Balance Sheet, or (ii) introduce or change any pension
or profit sharing plan or any other employee benefit arrangement.

               (n) EMPLOYEES. Each of Seller and Seller's Affiliates shall [***]
retain and keep available, and Designated Shareholders shall [***] cause Seller
and each Seller Affiliate to retain and keep available, the services of each of
its present employees, representatives, and agents. Neither Seller nor any
Seller Affiliate shall hire any employees, except in the ordinary course of
business and consistent with past practice, or adopt any employee benefit plan
or arrangement for the benefit of employees. Neither Seller nor any Seller
Affiliate shall enter into any employment agreement with any of its officers or
management personnel that may not be canceled by it without penalty upon notice
not exceeding 30 days.

               (o) RIGHT OF INSPECTION. Each of Seller and Seller's Affiliates
shall, upon reasonable notice, make available to Buyer and its representatives
for inspection at all reasonable times all of the assets, properties,
facilities, and agreements (including all documents of any description
evidencing any right or obligation of Seller or any Seller Affiliate) and the
books, records, accounts, and financial statements of Seller and Seller's
Affiliates as they shall reasonably request and allow Buyer and its
representatives the right to make whatever copies of such materials they
require, and Seller and Seller's Affiliates shall permit Buyer and its
independent accountants to audit or make such audit tests respecting the
accounts of Seller and Seller's Affiliates as Buyer or those accountants
consider appropriate.

               (p) CONFIDENTIALITY. Neither Seller nor any Seller Affiliate
shall reveal, orally or in writing, to any person, other than Buyer and its
representatives, any of the business procedures or practices followed by it in
the conduct of its business or any other information of a confidential nature,
except to the extent required by applicable law or governmental authority.


                                       25



[***] -- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

               (q) CONSENTS AND APPROVALS. Each of Seller and Seller's
Affiliates shall use its good faith efforts to obtain all consents and approvals
of other persons and governmental authorities necessary to the performance by it
of the transactions contemplated by this Agreement. Each of Seller and Seller's
Affiliates shall make or cause to be made all filings, applications, statements,
and reports to all federal, state, and local government agencies and entities
that are required to be made prior to the Closing Date by or on behalf of Seller
or such Seller Affiliate pursuant to any statute, rule, or regulation in
connection with the transactions contemplated by this Agreement and necessary to
the continued conduct of the business of Seller and its subsidiaries in the
current manner.

               (r) RECOMMENDATION OF BOARD OF DIRECTORS. The Boards of Directors
of Seller and Seller's Affiliates shall not modify any action taken on or prior
to the date of this Agreement approving the transactions contemplated hereby and
recommending approval of the transactions contemplated hereby by its
shareholders.

               (s) APPROVAL OF SHAREHOLDERS. Seller, Seller's Affiliates, and
Designated Shareholders shall (i) cause a meeting of shareholders of Seller and
each Seller Affiliate to be duly called and held in accordance with the laws of
the applicable state of formation and applicable charter and bylaws as soon as
reasonably practicable for the purpose of voting on the adoption and approval of
this Agreement; (ii) recommend to shareholders approval of this Agreement; and
(iii) use their best efforts to obtain the necessary approval of the
shareholders of Seller and each Seller Affiliate.

          5.2. FURTHER COVENANTS OF SELLER, SELLER'S AFFILIATES AND DESIGNATED
SHAREHOLDERS. Seller, Seller's Affiliates, and Designated Shareholders further
agree, unless Buyer otherwise agrees in writing, subsequent to the Closing:

               (a) CHANGE OF NAME. Within 10 business days after the Closing,
each of Seller and Seller's Affiliates shall deliver to Buyer a certified copy
of the amendment to its Articles of Incorporation reflecting the change of name
referenced in Section 7.2(h).

               (b) FILING OF TAX RETURNS. [***] Seller and Seller's Affiliates
shall file all federal, state, and local corporate and income tax returns for
its last fiscal year and covering the period from the end of its last fiscal
year to the date of its liquidation.

               (c) DIVIDENDS. Nothing in this Agreement shall limit the ability
or right of Seller or any Seller Affiliate to declare or pay dividends to its
shareholders subsequent to the Closing, and Buyer hereby acknowledges such.

          5.3. COVENANTS OF BUYER. Buyer agrees that, unless Seller and Seller's
Affiliates otherwise agree in writing and except as set forth in the Buyer
Disclosure Schedule or contemplated by this Agreement, at all times between the
date of this Agreement through the Closing:

               (a) TRUTH OF REPRESENTATIONS AND WARRANTIES. Buyer shall not take
or suffer or permit any action that would render untrue any of the
representations or warranties of Buyer herein contained, and Buyer shall not
omit to take any action, the omission of which would render untrue any such
representation or warranty.


                                       26



[***] -- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

               (b) CONSENTS AND APPROVALS. Buyer shall use its best efforts to
obtain all necessary consents and approvals of other persons and governmental
authorities to the performance by Buyer of the transactions contemplated by this
Agreement. Buyer shall make or cause to be made all filings, applications,
statements, and reports to all federal and state government agencies and
entities that are required to be made prior to the Closing Date by or on behalf
of Buyer pursuant to any statute, rule, or regulation in connection with the
transactions contemplated by this Agreement. [***].

          5.4. NO SOLICITATION. Unless and until this Agreement shall have been
terminated pursuant to Section 8, neither Seller nor any Seller Affiliate, nor
any of its officers, directors, affiliates, representatives, or agents, or any
Designated Shareholder shall:

               (a) directly or indirectly, encourage, solicit, or initiate
discussions or negotiations with, any corporation, partnership, person, or other
entity or group (other than Buyer, its affiliates, employees, representatives,
and advisors) concerning any merger, sale of assets, sale of shares of capital
stock, tender offer, or similar transaction involving Seller or any Seller
Affiliate; or

               (b) disclose, directly or indirectly, any non-public information
to any corporation, partnership, person, or other entity or group (other than to
Buyer, its affiliates, employees, representatives, or agents) concerning the
business and assets of Seller or Seller's Affiliates, afford to any such party
access to the books or records of Seller or any Seller Affiliate, or otherwise
assist or encourage any such party in connection with any of the foregoing,
except to the extent required by applicable law or governmental authority.

          5.5. GOOD FAITH EFFORTS. Subject to the terms and conditions of this
Agreement, and subject to fiduciary duties under applicable law, as advised by
counsel, each of the parties hereto agrees to use its good faith efforts to
take, or cause to be taken, all actions, and to do, or cause to be done, all
things necessary, proper, or advisable to consummate and make effective the
transactions contemplated by this Agreement, including, without limitation, to
obtain all necessary, proper, or advisable permits, consents, authorizations,
requests, and approvals of third parties and governmental authorities. If at any
time after the Closing Date, any further action is necessary or desirable to
carry out the purposes of this Agreement (including providing any information in
any way related to the assets to be purchased pursuant to this Agreement), the
proper officers and directors of each party to this Agreement shall take all
such action.

          5.6. PUBLIC ANNOUNCEMENTS. Buyer on the one hand, and Seller and
Seller's Affiliates on the other hand, shall consult with each other before
issuing any press release or otherwise making any public statements with respect
to this Agreement and shall not issue any such press release or make any such
public statement prior to such consultation, except as may be required by law on
the advice of counsel or by any listing agreement with any national securities
exchange.


                                       27



                                  SECTION VI.
                       CONDITIONS PRECEDENT TO OBLIGATIONS

          6.1. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations
of Buyer to consummate the transactions contemplated by this Agreement are, at
the option of Buyer, subject to the satisfaction of the following conditions on
or before the Closing Date:

               (a) ACCURACY OF REPRESENTATIONS AND WARRANTIES. The
representations and warranties of Seller, Seller's Affiliates, and Designated
Shareholders herein contained shall have been true and correct in all material
respects when made and, in addition, shall be true and correct in all material
respects on the Closing Date with the same force and effect as though made on
and as of the Closing Date, except as affected by transactions contemplated
hereby and provided that representations and warranties that are modified by
"knowledge and belief" shall be so construed.

               (b) PERFORMANCE OF AGREEMENTS. Seller, each Seller Affiliate, and
each Designated Shareholder shall have in all material respects performed all
obligations and agreements and complied with all covenants and conditions
contained in this Agreement to be performed and complied with by them on or
prior to the Closing Date and shall have delivered all documents, instruments,
and materials required by Section 7.2.

               (c) CORPORATE APPROVALS. All necessary corporate action on the
part of the directors and shareholders of Seller and each Seller Affiliate
approving this Agreement and approving the transactions contemplated hereby
shall have been duly and validly taken.

               (d) NO MATERIAL ADVERSE CHANGE. There shall be no material
adverse change in the business, assets, properties, operating results, or
financial condition of Seller and Seller's Affiliates taken as a whole.

               (e) LITIGATION. No action or proceeding by any governmental
agency shall have been instituted or threatened that would enjoin, restrain, or
prohibit, or might result in substantial damages in respect of, this Agreement
or the consummation of the transactions contemplated by this Agreement and
would, in the reasonable judgment of Buyer, make it inadvisable to consummate
such transactions, and no court order shall have been entered in any action or
proceeding instituted by any other party that enjoins, restrains, or prohibits
this Agreement or consummation of the transactions contemplated by this
Agreement.

               (f) PROCEEDINGS SATISFACTORY TO COUNSEL. All proceedings taken by
Seller, Seller's Affiliates, and Designated Shareholders and all instruments
executed and delivered by Seller, Seller's Affiliates, and Designated
Shareholders on or prior to the Closing Date in connection with the transactions
contemplated hereby shall be reasonably satisfactory in form and substance to
counsel for Buyer.

               (g) DELIVERY OF DOCUMENTS. All other documents required to be
delivered by Seller, Seller's Affiliates, and Designated Shareholders on or
prior to the Closing Date shall be delivered or shall be tendered on or prior to
the Closing Date.


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[***] -- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

               (h) CLOSING CERTIFICATE OF SELLER, SELLER'S AFFILIATES, AND
DESIGNATED SHAREHOLDERS. Buyer shall have received a closing certificate
executed by Seller, Seller's Affiliates, and Designated Shareholders, dated the
date of the Closing Date ("Closing Certificate of Seller, Seller's Affiliates,
and Designated Shareholders"), certifying that all representations and
warranties of Seller, Seller's Affiliates, and Designated Shareholders,
respectively, set forth in this Agreement are true, complete, and correct in all
material respects on and as of the Closing Date as if made at that time, and
that each of Seller, Seller's Affiliates, and Designated Shareholders has
performed and complied in all material respects with all agreements, covenants,
and conditions required by this Agreement to be performed or complied with by
them at or before the Closing Date [***].

               (i) ENVIRONMENTAL REPORTS. Buyer shall have received reports, in
form and content satisfactory to Buyer, in the exercise of Buyer's sole
discretion, from Buyer's independent environmental consultants and its legal
counsel, concerning the real properties used in the business of Seller or any
Seller Affiliate, which reports shall be based, in part, on the results of
environmental site assessments that Buyer shall have caused to be completed
prior to the Closing Date on all such real properties, [***].

               (j) LEASES. Seller, Seller's Affiliates, or Designated
Shareholders, as applicable, shall have entered into a lease in the form of
Exhibit A for each of the premises identified on Schedule 6.1(j) (the "Leases").

               (k) ESCROW AND SECURITY AGREEMENT. Seller and Seller's Affiliates
shall have entered into the Escrow and Security Agreement.

               (l) LISTING ON NEW YORK STOCK EXCHANGE. All of the shares of
MarineMax Common Stock to be issued hereunder shall have been authorized for
listing, subject to official notice of issuance, on the New York Stock Exchange.

               (m) TERMINATION OF HSR ACT WAITING PERIODS. Any and all
applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 (the "HSR Act") and other applicable federal and state laws, rules,
and regulations with respect to the transactions contemplated by this Agreement
shall have expired or shall have been terminated.

               (n) CONSENT OF BRUNSWICK CORPORATION AND AZIMUT, SPA. Buyer shall
have obtained necessary consents (including the consents of the Sea Ray Meridian
and Boston Whaler divisions of Brunswick Corporation and Azimut, SPA with
respect to the transfer of the dealership), approval, and estoppel letters from
Brunswick Corporation (the "Brunswick Consent" and "Azimut Consent").

          6.2. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER, SELLER'S
AFFILIATES AND DESIGNATED SHAREHOLDERS. The obligations of Seller, Seller's
Affiliates, and Designated Shareholders under this Agreement are, at the option
of Seller, Seller's Affiliates, and Designated Shareholders, subject to the
satisfaction of the following conditions on or before the Closing Date:

               (a) ACCURACY OF REPRESENTATIONS AND WARRANTIES. The
representations and warranties of Buyer herein contained shall have been true
and correct in all


                                       29



material respects when made and, in addition, shall be true and correct in all
material respects on and as of the Closing Date with the same force and effect
as though made on and as of the Closing Date, except as affected by transactions
contemplated hereby.

               (b) PERFORMANCE OF AGREEMENTS. Buyer shall have in all material
respects performed all obligations and agreements and complied with all
covenants and conditions contained in this Agreement to be performed and
complied with by Buyer on or prior to the Closing Date and shall have delivered
all consideration, documents, instruments, and other materials required by
Section 7.3.

               (c) CORPORATE APPROVAL. All necessary corporate action on the
part of the directors of Buyer approving this Agreement and approving the
transactions contemplated hereby shall have been taken, and Buyer's stockholders
shall have approved this Agreement and the transactions contemplated hereby as
required by applicable law.

               (d) NO MATERIAL ADVERSE CHANGE. There shall be no material
adverse change in the business, properties, or financial condition of Buyer.

               (e) LITIGATION. No action or proceeding by any governmental
agency shall have been instituted or threatened that would enjoin, restrain, or
prohibit, or might result in substantial damages in respect of, this Agreement
or the consummation of the transactions contemplated by this Agreement and
would, in the reasonable judgment of Seller and Seller's Affiliates, make it
inadvisable to consummate such transactions, and no court order shall have been
entered in any action or proceeding instituted by any other party that enjoins,
restrains, or prohibits this Agreement or consummation of the transactions
contemplated by this Agreement.

               (f) PROCEEDINGS SATISFACTORY TO COUNSEL. All proceedings taken by
Buyer and all instruments executed and delivered by Buyer on or prior to the
Closing Date in connection with the transactions contemplated hereby shall be
reasonably satisfactory in form and substance to counsel for Seller and Seller's
Affiliates.

               (g) DELIVERY OF DOCUMENTS. All other documents, required to be
delivered by Buyer on or prior to the Closing Date shall be delivered or shall
be tendered on or prior to the Closing Date.

               (h) CLOSING CERTIFICATE OF BUYER. Seller and Seller's Affiliates
shall have received from Buyer a certificate executed by a duly authorized
officer of Buyer dated the date of the Closing Date ("Closing Certificate of
Buyer"), certifying that all representations and warranties of Buyer set forth
in this Agreement are true, complete, and correct in all material respects on
and as of the Closing Date as if made at that time and that Buyer has performed
and complied in all material respects with all agreements, covenants, and
conditions required by this Agreement to be performed or complied with by Buyer
on or before the Closing Date.

               (i) LEASES. Buyer shall have entered into the Leases.

               (j) ESCROW AND SECURITY AGREEMENT. Buyer shall have entered into
the Escrow and Security Agreement.


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[***] -- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

               (k) TERMINATION OF HSR WAITING PERIODS. Any and all applicable
waiting periods under the HSR Act and other applicable federal and state laws,
rules, and regulations with respect to the transactions contemplated by this
Agreement shall have expired or shall have been terminated.

                                  SECTION VII.
                                   THE CLOSING

          7.1. CLOSING. The closing (the "Closing") of the transactions
contemplated by this Agreement shall take place at the [***], or at such other
date, time, and place as may be agreed upon by Buyer and Seller and Seller's
Affiliates, which date is sometimes herein called the "Closing Date."

          7.2. DELIVERIES BY SELLER, SELLER'S AFFILIATES, AND DESIGNATED
SHAREHOLDERS. At the Closing, Seller, Seller's Affiliates, and Designated
Shareholders shall deliver the following:

               (a) INSTRUMENTS OF CONVEYANCE. Such deeds, bills of sale,
instruments of assignment, and other instruments and documents as may be
necessary to convey to Buyer title to the Purchased Assets, including, without
limitation, a bill of sale and assignment agreement (the "Bill of Sale and
Assignment Agreement") substantial in the form of Exhibit B.

               (b) CLOSING CERTIFICATE OF SELLER, SELLER'S AFFILIATES, AND
DESIGNATED SHAREHOLDERS. The Closing Certificate of the Seller, Seller's
Affiliates, and Designated Shareholders.

               (c) SECRETARY'S CERTIFICATE. The certificate of the Secretary of
each of Seller and Seller's Affiliates certifying to the resolutions
constituting all necessary corporate action by the Board of Directors and by the
shareholders of Seller and Seller's Affiliates to authorize the consummation of
the transactions provided for herein.

               (d) BOOKS AND RECORDS. All of the books, records, and files of
Seller and each Seller Affiliate, excepting only corporate minute books, stock
books or records, and employee and tax records.

               (e) THE LEASES. The Leases.

               (f) ESCROW AND SECURITY AGREEMENT. The Escrow and Security
Agreement.

               (g) CONSENTS AND ESTOPPEL LETTERS. All written consents,
approvals, and estoppel letters of all parties whose consent is necessary to the
continued effectiveness and validity of, or otherwise reasonably requested by
Buyer in connection with the assignment of, or alternate arrangements
satisfactory to Buyer with respect to, any Business Contract, lease, license,
permit, agreement, indenture, or other instrument, that is to be a Purchased
Asset, or which may be necessary, appropriate or required in order to permit
Buyer to conduct the business and operations of Seller and Seller's Affiliates
after the Closing in all respects the same as Seller


                                       31



conducted the Watercraft Business prior to the Closing, and written evidence of
other consents and approvals of the transactions contemplated hereby.

               (h) CHANGE OF NAME. Documents and instruments amending the
Articles of Incorporation of each of Seller and Seller's Affiliates changing its
name to another name that is not deceptively similar to "Surfside Marina," or
any deviations thereof shall be filed within 10 days of the Closing Date.

               (i) GOOD STANDING CERTIFICATES. Certificates of good standing of
each of Seller and Seller's Affiliates, issued not earlier than 15 business days
prior to the Closing Date by the Secretary of the state of the state of its
organization and by the Secretary of State of each state in which Seller or
Seller's Affiliates is qualified to transact business.

               (j) THE BRUNSWICK AND AZIMUT CONSENTS. The Brunswick and Azimut
Consents.

          All assignments, consents, certificates, and other documents delivered
by Seller shall be in form reasonably satisfactory to counsel for Buyer.

          7.3. DELIVERIES BY BUYER. At the Closing, Buyer shall deliver the
following:

               (a) ASSUMPTION OF LIABILITIES. One or more assumptions of
liabilities necessary to assume the obligations and liabilities being assumed
hereunder.

               (b) PURCHASE PRICE. Payment of the purchase price provided for in
Section 3.1.

               (c) CLOSING CERTIFICATE OF BUYER. The Closing Certificate of
Buyer.

               (d) SECRETARY'S CERTIFICATE. The Certificate of the Secretary or
an Assistant Secretary of Buyer certifying to the resolutions constituting all
necessary corporate action by the Board of Directors of Buyer to authorize the
consummation of the transactions provided for herein.

               (e) CONSENTS AND APPROVALS. Any written evidence of all consents
and approvals of the transactions contemplated hereby required to be obtained by
Buyer.

               (f) THE LEASES. The Leases.

               (g) THE BILL OF SALE AND ASSIGNMENT AGREEMENT. The Bill of Sale
and Assignment Agreement.

          All certificates and other documents delivered by Buyer shall be in
form reasonably satisfactory to counsel for Seller and Seller's Affiliates.

          7.4. PAYMENT OF CREDITORS. In the ordinary course of business, Seller
and Seller's Affiliates shall, from the cash portion of the purchase price
received, pay off entirely all of obligations and liabilities of Seller and
Seller's Affiliates, except the Assumed Liabilities.


                                       32



Seller and Seller's Affiliates shall supply evidence of such payoffs to Buyer at
the Closing in the form of copies of each check of Seller and Seller's
Affiliates issued to creditors and other third parties.

          7.5. OBLIGATIONS OF ALL PARTIES.

               (a) THIRD-PARTY CLAIMS. The parties shall cooperate with each
other with respect to the defense of any claims or litigation made or commenced
by third parties subsequent to the Closing Date that are not subject to the
indemnification provisions contained in Section 10 of this Agreement.

               (b) FURTHER ASSURANCES. The parties shall execute such further
documents and perform such further acts as may be necessary to consummate the
transactions contemplated herein on the terms herein contained and to otherwise
comply with the terms of this Agreement.

          7.6. RISK OF LOSS Seller and Seller's Affiliates shall bear all risk
of loss with respect to the Purchased Assets between the date of this Agreement
and the Closing Date resulting from loss, theft, fire, or natural disaster.

                                 SECTION VIII.
                             WAIVER AND MODIFICATION

          8.1. WAIVERS. The failure of Seller, Seller's Affiliates, or
Designated Shareholders to comply with any of their obligations, agreements, or
conditions as set forth in this Agreement may be waived expressly in writing by
Buyer, by action of its Board of Directors. The failure of Buyer to comply with
any of its obligations, agreements, or conditions as set forth in this Agreement
may be waived expressly in writing by Seller and Seller's Affiliates, by action
of their Boards of Directors, without the vote of their shareholders.

          8.2. MODIFICATION. This Agreement may be modified at any time in any
respect by the mutual consent of all of the parties, notwithstanding prior
approval by shareholders. Any such modification may be approved for any party by
its Board of Directors, without further approval of its shareholders, except
that amount of consideration to be paid for the Purchased Assets may not be
decreased (except as provided herein) without the consent of the shareholders of
Seller and each Seller Affiliate given by the same vote as is required under
applicable state law for approval of this Agreement.

                                  SECTION IX.
                                 NON-COMPETITION

          9.1. NON-COMPETITION. Because of the importance of Designated
Shareholders to the development and operation of the business of Seller and
Seller's Affiliates, as well as their knowledge of and reputation in the boating
industry, Buyer is unwilling to enter into and perform this Agreement unless
Seller, Seller's Affiliates, and Designated Shareholders all enter into the
non-competition agreement contained in this Section 9. To induce Buyer to enter
into this Agreement and for the benefit of Buyer and MarineMax, Seller, Seller's
Affiliates, and Designated Shareholders jointly and severally agree as follows:


                                       33



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WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

          9.2. DURATION AND EXTENT OF RESTRICTION. Neither Seller, nor any
Seller Affiliate, nor any Designated Shareholder shall, for a period ending five
years after the Closing Date, engage in a business that sells, rents, repairs,
brokers, provides storage for, or leases boating products or services within a
200 mile radius of any location where MarineMax, Buyer, or [***] conducts
business. The term "engage in" shall include, but shall not be limited to,
activities, whether direct or indirect, as proprietor, partner, shareholder,
landlord, principal, agent, employee, consultant or lender; provided, however,
that the ownership of not more than 5% in the aggregate by Seller, Seller's
Affiliates, and Designated Shareholders of the stock of a publicly held
corporation shall not be included in such term. [***].

          9.3. RESTRICTIONS WITH RESPECT TO CUSTOMERS AND EMPLOYEES. In
furtherance of, and without in any way limiting the restriction in Section 9.2,
for the period specified in Section 9.2, neither Seller, nor any Seller
Affiliate, nor any Designated Shareholder shall, directly or indirectly,

               (a) request any past or present customers of Seller or any Seller
Affiliate to curtail or cancel their business with MarineMax, Buyer, or any of
its their affiliates;

               (b) disclose the identity of any past or present customers of
Seller, or any Seller Affiliate, MarineMax, Buyer, or any subsidiary or
affiliate of MarineMax or Buyer to any other person, firm, or entity, except to
the extent required by law or applicable governmental authority;

               (c) solicit, canvas, or accept, or authorize any other person to
solicit, canvas, or accept, from any past or present customers of Seller, any
Seller Affiliate, Buyer, MarineMax, or any subsidiary or affiliate of Buyer or
MarineMax, any business for any other person, firm, or entity engaged in a
business the same as, similar to, or in general competition with the business of
Seller or Seller's Affiliates being conducted within the territorial limits
described in Section 9.2; or

               (d) induce or attempt to influence any employee of Seller or any
Seller Affiliate, MarineMax, Buyer, or any affiliate or subsidiary of Buyer or
MarineMax to terminate such employee's employment.

          9.4. REMEDIES FOR BREACH. Seller, Seller's Affiliates, and Designated
Shareholders acknowledge that the restrictions contained in this Section 9, in
view of the nature of the business in which they are engaged, are reasonable and
necessary to protect the legitimate interests of Buyer, MarineMax, and their
subsidiaries and other affiliated entities and that any violation of these
restrictions would result in irreparable injury to Buyer, MarineMax, and their
subsidiaries and other affiliated entities. Seller, Seller's Affiliates, and
Designated Shareholders agree that, in the event of a violation of any of such
restrictions, Buyer and MarineMax shall be entitled to preliminary and permanent
injunctive relief as well as an equitable accounting of all earnings, profits,
and other benefits arising from such violation, which rights shall be cumulative
and in addition to any other rights or remedies to which Buyer or MarineMax may
be entitled. In the event of a violation, the period of non-competition referred
to in Section 9.2 shall be extended by a period of time equal to that period
beginning when such violation commenced and


                                       34



[***] -- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

ending when the activities constituting such violation shall have been finally
terminated in good faith.

          9.5. BLUE PENCIL PROVISION. In the event any of the foregoing
restrictions are adjudged unreasonable in any proceeding, then the parties agree
that the period of time or the scope of such restriction (or both) shall be
adjusted in such a manner or for such a time (or both) as is adjudged to be
reasonable.

                                   SECTION X.
                                 INDEMNIFICATION

          10.1. INDEMNIFICATION BY SELLER AND [***].

               (a) GENERAL. Seller and [***] jointly and severally, covenant and
agree to defend, indemnify, and hold Buyer, MarineMax and each of their
officers, directors, shareholders, members, managers, controlling persons,
affiliates, employees, and agents (each a "Buyer Indemnitee") harmless for,
from, and against, and will pay to the Buyer Indemnities, the amount of any and
all damages, losses, liabilities (absolute and contingent), fines, penalties,
costs, and expenses, including, without limitation, reasonable counsel fees,
costs, and expenses, (collectively "Losses") (including those incurred in the
investigation, defense, or settlement with respect to or arising out of any
demand, claim, inquiry, investigation, proceeding, action, or cause of action)
or diminution of value, whether or not involving a third-party claim, that any
Buyer Indemnitee may suffer or incur by reason of (i) the inaccuracy of any of
the representations or warranties of Seller or any Seller Affiliate contained in
this Agreement, or any of the agreements, certificates, documents, exhibits, or
schedules delivered in connection with this Agreement; (ii) the failure of
Seller or any Seller Affiliate to comply with, or the breach, or the default by
Seller or any Seller Affiliate of any of the covenants, warranties, or
agreements made by Seller or any Seller Affiliate contained in this Agreement,
or any of the agreements, certificates, documents, exhibits, or schedules
delivered in connection with this Agreement; or (iii) any of the Excluded
Liabilities.

               (b) ENVIRONMENTAL. Seller and [***], jointly and severally,
covenant and agree to defend, indemnify, and hold each Buyer Indemnitee harmless
for, from, and against any and all damages, losses, liabilities (absolute and
contingent), fines, penalties, costs, and expenses (including, without
limitation, reasonable counsel fees, costs, and expenses) incurred by reason of
any inaccuracy of any of the representations or warranties set forth in Section
4.1(p), and any demand, claim, inquiry, investigation, proceeding, action, or
cause of action, environmental assessments, costs of cleanup, and/or remediation
expenses such Buyer Indemnitee may suffer or incur directly or indirectly by
reason of or in any way relating to any of the following:

                    (i) any use, generation, transportation, storage, treatment,
disposal, or presence of Hazardous Substances (as defined below) occurring on or
prior to the Closing Date including, without limitation, any waste or other
disposal activities or Releases (as defined below) that occurred at a facility
on which a portion of Sellers or any Seller Affiliate's (or its or their
predecessors') business was conducted, any waste or other disposal activities or
Releases that occurred off of any such facility with regard to wastes and other
substances


                                       35



generated on such facility, and any waste or other disposal activities or
Releases that occurred on real estate at any time whether or not Seller or any
Seller Affiliate (or its predecessors) owned or leased such real estate at the
time such waste or other disposal activities or Releases were engaged in, and
whether or not Seller or any Seller Affiliate performed such waste or other
disposal activities or Releases. As used herein, the term "Hazardous Substances"
shall mean and include those substances included within the definitions of
"hazardous substances," "hazardous materials," "toxic substances," "extremely
hazardous substances," "medical waste," or "solid waste" in the environmental
laws and in rules and regulations promulgated pursuant thereto; those substances
listed in the United States Department of Transportation Table or by the United
States Environmental Protection Agency as hazardous substances; any materials,
substances, or wastes that are toxic, ignitable, corrosive, or reactive and that
are regulated by any local, state, or federal governmental authority; petroleum,
its derivatives, by-products, other hydrocarbons, gasoline, crude oil, or any
fraction thereof that is liquid at standard conditions of temperature and
pressure (including, without limitation, motor fuels, jet fuels, distillate fuel
oils, residual fuel oils, lubricants, petroleum solvents, and used oils); and
all other substances, materials, and wastes that are, or that become,
prohibited, controlled, or regulated under, or that are classified as hazardous
or toxic under, any environmental law or that pose or could pose a threat or
nuisance to health, safety, or the environment or any other substance, material,
or waste, the presence of which requires reporting, investigation, or
remediation under any environmental laws, causes or threatens to cause a
nuisance on Seller's or any Seller Affiliate properties or on any adjacent
property, or poses or threatens to pose a hazard to the health or safety of
persons, or which, if it emanated or migrated, could constitute a trespass;

                    (ii) any past, present, or threatened spills, discharges,
leaks, emissions, injections, escapes, dumping, pumping, pouring, emptying,
leaching, leaking, or disposing or any releases or threatened releases as
defined now or in the future under CERCLA, as amended or reauthorized from time
to time, or any other similar federal, state, or local laws, statutes, rules, or
regulations to surface waters, groundwaters, soil, ambient air, or otherwise
into the environment ("Releases") occurring on or prior to the Closing Date,
including, without limitation, both those Releases or incidents involving
potential or actual environmental contamination that required notification or
reporting to appropriate federal, state, or local officials or agencies, or
clean-up or remedial activities, and those releases or incidents that occurred
prior to the effective date of any requirements imposing such notification or
reporting obligations or clean-up or remedial activities, but which would have
been subject to such obligations if they had occurred subsequent to the
effective date of such requirements;

                    (iii) the exposure of and resulting consequences to any
persons, including, without limitation, employees of Seller or any Seller
Affiliate, to any mineral, chemical, or industrial product, raw material
intermediate, by-product, or Hazardous Substance created, stored, treated,
generated, processed, handled, or originating at a facility at which Seller or
any Seller Affiliate (or any of its or their predecessors) conducted business on
or prior to the Closing Date or otherwise used by Seller or any Seller Affiliate
(or any of its or their predecessors) in the conduct of its business;

                    (iv) any violations or claim of violations by Seller or any
Seller Affiliate, or pertaining to its properties, which violations or alleged
violations occurred prior to


                                       36



[***] -- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

the Closing Date, of federal, state, or local Environmental Laws, occupational
or employee health and safety laws, or otherwise arising out of or under such
laws;

                    (v) any and all actions, failures to act, and negligence in
monitoring, maintaining, reporting, and upkeep of on-site generation, storage,
treatment, transportation, and disposal operations on or prior to the Closing
Date;

                    (vi) any installation, use, removal, maintenance, or
monitoring of storage tanks or related facilities on or prior to the Closing
Date; or

                    (vii) any violations, fees, obligations, or failures to
comply with any and all environmental laws, permit requirements, authorizations,
orders, and other administrative or legal directives on or prior to the Closing
Date.

          Notwithstanding anything to the contrary herein, this indemnification
shall take effect upon the discovery of any condition set forth herein and
applies to voluntary as well as governmental or court mandated cleanups.

               (c) SECURITY FOR SELLER'S AND SELLER'S AFFILIATES OBLIGATIONS.
[***] shares of the MarineMax Common Stock if a portion of the consideration is
payable in MarineMax Common Stock or [***] million if the consideration is
payable in cash shall be set aside and held for up to one year after the Closing
Date pursuant to the Escrow and Security Agreement as security for Seller's,
Seller's Affiliates, and Designated Shareholders' obligations under this Section
10.1.

          10.2. INDEMNIFICATION BY BUYER. Buyer covenants and agrees to defend,
indemnify, and hold Seller, Seller's Affiliates, and Designated Shareholders
harmless for, from, and against, and will pay to Seller, Seller's Affiliates,
and Designated Shareholders the amount of, any and all damages, losses,
liabilities (absolute and contingent), fines, penalties, costs, and expenses,
including, without limitation, reasonable counsel fees, costs, and expenses
(including those incurred in the investigation, defense, or settlement with
respect to or arising out of any demand, claim, inquiry, investigation,
proceeding, action, or cause of action) or diminution of value, whether or not
involving a third-party claim, that Seller, any Seller Affiliate, or any
Designated Shareholder may directly or indirectly suffer or incur by reason of
(a) the inaccuracy of any of the representations or warranties of Buyer
contained in this Agreement or any of the agreements, certificates, documents,
exhibits, or schedules delivered in connection with this Agreement; or (b) the
failure to comply with, or the breach or the default by Buyer, of any of the
covenants, warranties, or agreements made by Buyer in this Agreement or any of
the agreements, certificates, documents, exhibits, or schedules delivered in
connection with this Agreement; or (c) any Assumed Liability. Buyer shall have
no obligation to defend, indemnify, and hold Seller, any Seller Affiliate, or
any Designated Shareholder harmless pursuant to this Section 10.2 with respect
to any liability that is an Excluded Liability set forth in Section 2.2.

          10.3. NOTICE AND RIGHT TO DEFEND THIRD-PARTY CLAIMS. Promptly upon
receipt of notice of any claim, demand, or assessment or the commencement of any
suit, action, or proceeding with respect to which indemnity may be sought
pursuant to this Agreement, the party seeking to be indemnified or held harmless
(the "Indemnitee") shall notify in writing, if


                                       37



[***] -- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

possible, within sufficient time to respond to such claim or answer or otherwise
plead in such action, the party from whom indemnification is sought (the
"Indemnitor"). In case any claim, demand, or assessment shall be asserted, or
suit, action, or proceeding commenced against the Indemnitee, the Indemnitor
shall be entitled, at the Indemnitor's expense, to participate therein, and, to
the extent that it may wish, to assume the defense, conduct, or settlement
thereof, at its own expense, with counsel satisfactory to the Indemnitee unless
solely a monetary claim, whose consent to the selection of counsel shall not be
unreasonably withheld or delayed, provided that the Indemnitor confirms to the
Indemnitee that it is a claim to which its rights of indemnification apply. The
Indemnitor shall have the right to settle or compromise monetary claims without
the consent of Indemnitee; however, as to any other claim, the Indemnitor shall
first obtain the prior written consent from the Indemnitee, which consent shall
be exercised in the sole discretion of the Indemnitee. After notice from the
Indemnitor to the Indemnitee of Indemnitor's intent so to assume the defense,
conduct, settlement, or compromise of such action, the Indemnitor shall not be
liable to the Indemnitee for any legal or other expenses (including, without
limitation, settlement costs) subsequently incurred by the Indemnitee in
connection with the defense, conduct, or settlement of such action while the
Indemnitor is diligently defending, conducting, settling, or compromising such
action. The Indemnitor shall keep the Indemnitee apprised of the status of the
suit, action, or proceeding and shall make Indemnitor's counsel available to the
Indemnitee, at the Indemnitor's expense, upon the request of the Indemnitee. The
Indemnitee shall cooperate with the Indemnitor in connection with any such claim
and shall make personnel, books, and records and other information relevant to
the claim available to the Indemnitor to the extent that such personnel, books,
and records and other information are in the possession and/or control of the
Indemnitee. If the Indemnitor decides not to participate, the Indemnitee shall
be entitled, at the Indemnitor's expense, to defend, conduct, settle, or
compromise such matter with counsel satisfactory to the Indemnitor, whose
consent to the selection of counsel shall not be unreasonably withheld or
delayed.

          10.4. [***] INDEMNITY.

               (a) [***] INDEMNITY. [***] the provisions of this Section 10, the
[***] indemnification payable by Seller and Seller's Affiliates pursuant to this
[***].

               (b) ENVIRONMENTAL.

                    (i) [***] Seller's sole liability and responsibility for any
of the covenants, representations, warranties, and indemnifications relating to
all environmental provisions contained in this Agreement shall be expressly
[***] a sum which represents [***] the purchase price of the acquisition of the
properties covered by the Leases. So for example, if Buyer exercises its option
under the Leases (the "Option") to purchase the properties for the sum of [***],
then the obligation of Seller would be limited to [***]. This sum shall be
defined [***] be applicable both during the leasehold term, and in the event of
the exercise of the Option, such that Seller's responsibility in the aggregate
for environmental damages shall never be more that the MLA.

                    (ii) [***] if an environmental issue arises under federal,
state, or local law that requires the expenditure of money during the leasehold
term, then Seller (or its designee landlord affiliate under the applicable
Lease) shall immediately take all measures [***]


                                       38



[***] -- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

to effectuate all remediation required by applicable law. If the environmental
issue that arises is a result of a [***] that was not installed by Buyer or as a
result of an item noted in the Phase I Report prepared for Buyer or Seller
before the date of this Agreement, then Seller shall be responsible for the
costs thereof, [***] expense in excess of [***], then [***] in such property
shall be [***]. The aforesaid reimbursement shall be accomplished by Buyer first
deducting [***] its rental payments [***] until all sums expended by Buyer for
remediation are reimbursed to Buyer with Seller to pay any balance immediately
[***]. During the leasehold, [***] shall [***] and shall increase annually by
the Leases' purchase option CPI adjustment. Notwithstanding anything else
contained herein, in the event Buyer terminates its Lease, Buyer shall remain
responsible at all times for environmental damages it has caused that are other
than those contained on the Phase I Report for from structural underground items
installed by Seller.

                    (iii) In the event Buyer exercises its Option and an
environmental issue arises pursuant to federal, state, or local law that
requires remediation from an underground structural item that was not installed
by Buyer or as a result of an item noted in the Phase 1 Report prepared for
Buyer or Seller before the date of this Agreement, Seller shall immediately
undertake to remediate same [***] and expense [***] to effectuate all
remediation required by applicable law. Seller's liability for [***], which
shall be calculated from the commencement date of the Leases. So for example, if
an environmental expense arises, then the parties shall calculate all monies
expended during the lease term by Seller, if [***] the balance shall be deducted
from the option price. [***]. The balance remaining of the purchase price under
the Option shall be paid to Seller in accordance with the provisions of the
parties' contract. Notwithstanding anything else contained in this Agreement, in
the event that the [***] initiates a Phase II environmental survey after [***]
and to undertake the remediation within all time frames provided by applicable
law, and (B) Buyer shall close the real estate purchase set forth in the
exercise of its Option in accordance with the applicable Lease Agreement within
the time frames provided therein.

                    (iv) [***].

          10.5. [***] INDEMNIFICATION CLAIMS.

               (a) VEHICLES. Any claims for indemnification for the condition of
vehicles [***].

               (b) EQUIPMENT AND FIXTURES. Any claims for indemnification for
the condition of buildings, equipment, machinery, docks, trailers, fixtures,
furniture, furnishings, office equipment, and other equipment must be made
[***].

               (c) BOATS AND ACCESSORIES. Any claims for indemnification for the
condition of used boats and motors must be made within [***] of the Closing Date
or upon retail delivery if sooner.

               (d) OTHER CLAIMS. Any other claims for indemnification (other
than environmental claims) must be made within [***] of the Closing Date or upon
retail delivery of the applicable item, if sooner.

Any claims not made within the above time frames shall be waived.


                                       39



[***] -- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

          10.6. SOLE REMEDY. Buyer's sole remedy for any breaches of the
representations and warranties contained in this Agreement shall be the
indemnity provisions contained in this Section 10. This provision shall include
all claims for breach of contract or for fraud arising under the terms of this
Agreement or any other agreement executed contemporaneously herewith. Buyer
agrees and shall be estopped from asserting any defense of violations of public
policy with respect to its agreement to this provision. In the event a party to
this Agreement is not named in this Section 10 (excepting Section 10.2)such
party shall have no liability under this Agreement.

                                   SECTION XI.
                                     GENERAL

          11.1. INDEMNITY AGAINST FINDERS. Each party hereto shall indemnify and
hold the other parties harmless against any claim for finders' fees based on
alleged retention of a finder by it, including legal counsel fees.

          11.2. CONTROLLING LAW. This Agreement, and all questions relating to
its validity, interpretation, performance, and enforcement, shall be governed by
and construed in accordance with the laws of [***] provisions to the contrary.
Any disputes shall be in a court of competent jurisdiction in the [***].

          11.3. NOTICES. All notices, requests, demands, and other
communications required or permitted under this Agreement shall be in writing
and shall be deemed to have been duly given, made, and received when delivered
against receipt, 12 hours after being sent by facsimile or e-mail with
confirmation thereof, or three business days after being sent by registered or
certified mail, postage prepaid, return receipt requested, as set forth below:

                    If to Buyer:

                    18167 U.S. 19 North, Suite 300
                    Clearwater, Florida 33605
                    Attention: William H. McGill Jr.
                    Phone: (727) 531-1700
                    Fax: (727) 531-0123
                    E-mail: bill.m@marinemax.com

                    with a copy given in the manner
                    prescribed above, to:

                    Greenberg Traurig, LLP
                    2375 East Camelback Road
                    Suite 700
                    Phoenix, Arizona 85016
                    Attention: Robert S. Kant, Esq.
                    Phone: (602) 445-8302
                    Fax: (602) 445-8100
                    E-mail: KantR@GTLaw.com


                                       40



[***] -- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                    If to Seller, Seller's Affiliates or Designated
                    Shareholders:
                    [***]

                    with a copy given in the manner
                    prescribed above, to:
                    [***]

          Any party may alter the address to which communications or copies are
to be sent by giving notice to such other parties of change of address in
conformity with the provisions of this paragraph for the giving of notice.

          11.4. ENTIRE AGREEMENT. All Schedules and Exhibits referenced in this
Agreement are attached to and form part of this Agreement. This Agreement and
the Schedules and Exhibits hereto contain the entire understanding among the
parties hereto with respect to the subject matter hereof and supersede all prior
and contemporaneous agreements and understandings, inducements, or conditions,
express or implied, oral or written, except as herein contained. The express
terms hereof control and supersede any course of performance and/or usage of the
trade inconsistent with any of the terms hereof. This Agreement may not be
modified or amended other than by an agreement in writing executed and delivered
by all parties hereto.

          11.5. SEVERABILITY. Each and every provision set forth in this
Agreement is independent and severable from the others, and no provision shall
be rendered unenforceable by virtue of the fact that, for any reason, any other
or others of them may be unenforceable in whole or in part. The parties hereto
agree that if any provision of this Agreement shall be declared by a court of
competent jurisdiction to be unenforceable for any reason whatsoever, the court
may appropriately limit or modify such provision, and such provision shall be
given effect to the maximum extent permitted by applicable law.

          11.6. SECTION HEADINGS. The section headings in this Agreement are for
convenience only; they form no part of this Agreement and shall not affect its
interpretation.

          11.7. GENDER. Words used herein, regardless of the number and gender
specifically used, shall be deemed and construed to include any other number,
singular or plural, and any other gender, masculine, feminine, or neuter, as the
context requires.

          11.8. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations
or warranties made in or pursuant to Section 4 shall survive the Closing for a
period of one year, except environmental representations and warranties shall
survive for three years.

          11.9. COUNTERPARTS; FACSIMILE. This Agreement may be executed in two
or more counterparts, each of which shall be deemed to be an original, but all
of which shall constitute one and the same agreement, and this Agreement may be
executed by facsimile provided that the parties deliver the original execution
pages within two business days of the Closing.


                                       41



          11.10. SUBSIDIARIES. For purposes of this Agreement, all references to
a subsidiary or subsidiaries of Seller, any Seller Affiliate, or Buyer shall
mean any corporation, partnership or limited liability company in which Seller,
any Seller Affiliate, or Buyer, as the case may be, owns a majority interest or
otherwise controls.

          11.11. NO OBLIGATION TO HIRE. Nothing contained in this Agreement
shall impose, or be deemed to impose, upon Buyer any obligation to employ or
retain any persons who are employed by Seller or any Seller Affiliate as of the
Closing Date or to offer employment to such persons under similar working
conditions as those existing prior to the Closing.

          11.12. THIRD-PARTY BENEFICIARY. MarineMax shall at all times be and
remain an express third-party beneficiary under this Agreement and all
documents, instruments, and agreements made and entered into pursuant hereto.

         [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]


                                       42



     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

                                        MARINEMAX OF NEW YORK, INC.


                                        By: /s/ Kurt M. Frahn
                                            ------------------------------------
                                            Kurt M. Frahn, Vice President


                                        SURFSIDE-3 MARINA, INC.


                                        By: /s/ Matthew Barbara
                                            ------------------------------------
                                        Its: President


                                        SURFSIDE 3 MARINA OF CONNECTICUT, INC.


                                        By: /s/ Matthew Barbara
                                            ------------------------------------
                                        Its: Vice President


                                        SURFSIDE 3 OF MANHATTAN, INC.


                                        By: /s/ Matthew Barbara
                                            ------------------------------------
                                        Its: Vice President


                                        SURFSIDE 3 YACHT SALES, INC.


                                        By: /s/ Matthew Barbara
                                            ------------------------------------
                                        Its: Vice President


                                        SUNCOAST YACHT BROKERAGE OF NEW YORK,
                                        INC.


                                        By: /s/ Matthew Barbara
                                            ------------------------------------
                                        Its: Vice President


                                        DESIGNATED SHAREHOLDERS:


                                        /s/ Matthew Barbara
                                        ----------------------------------------
                                        Matthew Barbara


                                        /s/ Paul Barbara
                                        ----------------------------------------
                                        Paul Barbara


                                        /s/ Diane Keeney
                                        ----------------------------------------
                                        Diane Keeney


                                        /s/ Angela Chianese
                                        ----------------------------------------
                                        Angela Chianese



                   ASSET PURCHASE AGREEMENT LIST OF SCHEDULES



    SCHEDULE                    TITLE                                         DESCRIPTION
    --------                    -----                                         -----------
                                                
Schedule 1.2(a)   Trade Accounts Receivable           Complete and current list of Trade Accounts Receivable,
                                                      including amounts, including name, address, and phone
                                                      numbers of obligor. Amount of each receivable and the name
                                                      and mailing address of the obligator.

Schedule 1.2(b)   Inventory                           A complete and accurate list of Inventory, including
                                                      boats, motors, trailers, parts, and accessories.

Schedule 1.2(c)   Intellectual Property               Complete and correct list of all the Intellectual Property
                                                      owned or used by Seller or any Seller's Affiliates,
                                                      attaching copies of all such business and marketing plans,
                                                      license agreements, product formulas, copyrighted
                                                      materials, trade-marks and trade names and patents and all
                                                      applications used in the conduct of or relating to the
                                                      business conducted by Seller or any Seller Affiliates.

Schedule 1.2(d)   Prepaid Expenses                    List of all deposits or prepaid expenses.

Schedule 1.2(e)   Machinery and Equipment

Schedule 1.2(g)   Leased Personalty                   Complete list of all Leased Personalty and copies of all
                                                      lease agreements from the leasehold interest created by
                                                      all leases or personal property constituting any part of
                                                      the Purchase Assets or used in Seller's or any Seller's
                                                      Affiliates business.

Schedule 1.2(h)   Business Contracts                  A complete, accurate, and executed copy of each business
                                                      contract that Seller reasonably believes will be in effect
                                                      on Closing Date and including any other Business Contracts
                                                      transferable by Seller or any Seller Affiliate.

Schedule 1.2(i)   Customer and Supplier List          All previous and existing customers and suppliers of
                                                      Seller and each Seller Affiliate and their last know
                                                      business address.

Schedule 1.2(j)   Licenses and Permits                Complete list of any licenses, permits, franchises,
                                                      certificates, consents, approvals and authorizations that
                                                      are issued, applied for or pending and used in the conduct
                                                      of the business of Seller or any Seller Affiliate,
                                                      attached with copies of all such licenses or permits.

Schedule 1.2(l)   Computer Software and Hardware

Schedule 1.2(o)   Seller's Leasehold Interest         Complete list of Seller's and each Seller's Affiliates
                                                      leasehold interests as tenant or



                                        1



                   ASSET PURCHASE AGREEMENT LIST OF SCHEDULES



    SCHEDULE                    TITLE                                         DESCRIPTION
    --------                    -----                                         -----------
                                                
                                                      otherwise.

Schedule 4.1(a)   Jurisdictions in Which Seller and   Complete list setting forth, as of the date of the
                  Seller's Affiliates are Qualified   Agreement, each jurisdiction in which Seller and each
                  to do Business                      Seller Affiliate are qualified to do business.

Schedule 4.1(d)   Seller's Subsidiary and             As of the date of this Agreement, (i) the name
                  Shareholder Data Sheets             jurisdiction of incorporation and list of shareholders of
                                                      each subsidiary of Seller, and (ii) the name and
                                                      description of every other person, corporation,
                                                      partnership, limited liability company, joint venture, or
                                                      other business association in which Seller or any Seller
                                                      Affiliate directly or indirectly owns a material interest.

Schedule 4.1(h)   Seller's and each Seller's          Complete list of the location, physical description, basis
                  Affiliate Mortgages or Leases       of occupancy, ownership and terms of any mortgages or
                                                      leases with respect to all properties used in the conduct
                                                      of the business of Seller and each Seller Affiliate.

Schedule 4.1(p)   Storage Tanks on Owned or Leased    Complete list of all above ground and underground storage
                  Property                            tanks, vessels and related equipment and containers that
                                                      are or have been used by Seller or any Seller Affiliate or
                                                      are located on property owned, leased or operated by
                                                      Seller or any Seller Affiliate.

Schedule 4.1(q)   Employee Benefit Matters and        List of all salaries, expenses, and personal benefits paid
                  Copies of Pension Plans, Welfare    to or accrued for all directors, officers and principle
                  Plans, and Employment Benefit       shareholders of Seller and each Seller Affiliate as of the
                  Plans Applicable to Seller or any   date of this Agreement, attaching complete copies of each
                  Seller Affiliate                    pension plan, welfare plan and employment and benefit plan
                                                      applicable to Seller and each Seller Affiliate and related
                                                      trust agreements or annuity contracts, Internal Revenue
                                                      Service determination letters and summary plan
                                                      descriptions.

Schedule 4.1(r)   Insurance Policies                  Identifying issuer coverage, premiums, named insureds,
                                                      deductibles, and expiration date of all policies of fire
                                                      liability and other forms of insurance that currently are
                                                      or at any time in the past five years have been maintained
                                                      in force by Seller and each Seller Affiliate.



                                        2



                   ASSET PURCHASE AGREEMENT LIST OF SCHEDULES



    SCHEDULE                    TITLE                                         DESCRIPTION
    --------                    -----                                         -----------
                                                
Schedule 6.1(h)   Closing Certificate of Seller,      Certificate executed by the chairman and secretary of
                  Seller's Affiliates, and            Seller, Seller's Affiliates, and a certificate of
                  Designated Shareholders             Designated Shareholders, dated as of the Closing Date
                                                      certifying the items set forth in Section 6.1(h).

Schedule 6.1(o)   Tax Clearance Certificate

Schedule 6.2(h)   Closing Certificate of Buyer        Certificate executed by a duly authorized officer of
                                                      Buyer, dated as of the Closing Date, certifying the items
                                                      set forth in Section 6.2(h).

Schedule 7.2(c)   Secretary's Certificate             The Certificate as the Secretary of Seller and Seller's
                                                      Affiliates certifying to the resolutions constituting all
                                                      necessary corporate action by the Board of Directors and
                                                      by the shareholders of Seller and Seller's Affiliates to
                                                      authorize the transactions.

Schedule 7.2(d)   Books and Records                   All of the books, records and files of Seller and each
                                                      Seller Affiliate.

Schedule 7.2(e)   Environmental Reports

Schedule 7.2(h)   Escrow and Security Agreement

Schedule 7.2(i)   Consents and Estoppel Letters       All written consents, approvals, and estoppel letters of
                                                      all parties whose consent is necessary to assign or permit
                                                      Buyer to conduct the business and operations of Seller and
                                                      Seller's Affiliates after the Closing.

Schedule 7.2(k)   Good Standing Certificates          Certificates of Good Standing of Seller, and Seller's
                                                      Affiliates issued not earlier than seven days prior to the
                                                      closing date by the Secretary of State of each state in
                                                      which the Seller and Seller's Affiliates is qualified to
                                                      transact business.

Schedule 7.3(d)   Secretary's Certificate             The Certificate of the Secretary of Buyer certifying to
                                                      the resolutions constituting all necessary corporate
                                                      action by the Board of Directors of Buyer to authorize the
                                                      consummation of the transactions.



                                        3

EX-10.20B

                                                                EXHIBIT 10.20(B)

                                 AMENDMENT NO. 3
                             TO AMENDED AND RESTATED
                          CREDIT AND SECURITY AGREEMENT

     This AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT
(this "Amendment") is entered into as of March 10, 2006, by and among MARINEMAX,
INC., a Delaware corporation and each of the other Borrowers set forth on
Schedule I attached hereto and by the reference incorporated herein
(collectively, "Borrowers"), and KEYBANK NATIONAL ASSOCIATION, a national
banking association, both individually (in such capacity, "KeyBank") and as
administrative agent (in such capacity, the "Administrative Agent") for the
Lenders (as hereinafter defined), BANK OF AMERICA, N.A., a national banking
association, individually (in such capacity, "BOA"), as collateral agent (in
such capacity, the "Collateral Agent") and as documentation agent (in such
capacity, the "Documentation Agent") and the various other financial
institutions as are or may become parties hereto, including, as of the date
hereof, GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION, a Delaware corporation
("GE Commercial") and NATIONAL CITY BANK, a national banking association
("National City") (KeyBank, BOA, GE Commercial, National City, and such other
financial institutions, collectively, the "Lenders"), amending that Amended and
Restated Credit and Security Agreement dated as of February 3, 2005, by and
among Borrowers and Lenders as previously amended by Amendment No. 1 to Amended
and Restated Credit and Security Agreement dated April 8, 2005 and Amendment No.
2 to Amended and Restated Credit and Security Agreement dated February 10, 2006
(collectively, the "Agreement"). Unless otherwise defined in this Amendment, all
defined terms used in this Amendment shall have the meaning ascribed to such
terms in the Agreement. This Amendment is entered into in consideration of, and
upon, the terms, conditions and agreements set forth herein.

     1. BACKGROUND. Borrowers and Lenders desire to amend certain provisions of
the Agreement effective as of the date of this Amendment.

     2. AMENDMENTS TO THE AGREEMENT. The Agreement is hereby amended as follows:

               Change to Section 8.07(b) Regarding Compensation of Collateral
Agent and Documentation Agent. Section 8.07(b) is hereby amended to read in its
entirety as follows:

               (b) For every month that the Collateral Agent conducts an
     inspection, the Lenders will pay the Collateral Agent a fee of five hundred
     dollars ($500) plus seventy-five dollars ($75) per location inspected,
     other than the Company's headquarters location, and three dollars ($3) for
     each Unit inspected in the manner contemplated by Section 8.01(b). The
     Collateral Agent will bill the Administrative Agent on a quarterly basis
     for such services and the Administrative Agent then will bill each Lender
     its Pro Rata Percentage of such charges.



     3. EFFECT ON AGREEMENT. Except as specifically amended and modified by this
Amendment, all terms, conditions, covenants and agreements set forth in the
Agreement shall remain in full force and effect.

     4. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall constitute an original but all of which when
taken together shall constitute one agreement.

              [The remainder of this page intentionally left blank]


                                       2



     IN WITNESS WHEREOF, this Amendment No. 3 to the Amended and Restated Credit
and Security Agreement has been executed and delivered by the parties as of the
day and year first above written.

                                        "BORROWERS"

                                        MARINEMAX, INC., a Delaware corporation


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Executive Vice President and Chief
                                            Financial Officer


                                        MARINEMAX OF SOUTHEAST FLORIDA, LLC, a
                                        Delaware limited liability company


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Manager


                                        MARINEMAX OF MINNESOTA, INC., a
                                        Minnesota corporation


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            President


                                        MARINEMAX OF SOUTHWEST FLORIDA, LLC, a
                                        Delaware limited liability company


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Manager


                                        MARINEMAX OF CENTRAL FLORIDA, LLC, a
                                        Delaware limited liability company


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Manager


                                       3




                                        MARINEMAX OF SARASOTA, LLC, a Delaware
                                        limited liability company


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Manager


                                        MARINEMAX OF CALIFORNIA, INC., a
                                        California corporation


                                        By /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Assistant Vice President


                                        MARINEMAX OF ARIZONA, INC., an Arizona
                                        corporation


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Vice President


                                        MARINEMAX MIDATLANTIC, LP, a Delaware
                                        limited partnership

                                        By: MarineMax New Jersey GP, Inc., its
                                            general partner


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Vice President


                                       4



                                        MARINEMAX MOTOR YACHTS, LLC, a Delaware
                                        limited liability company


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Manager


                                        MARINEMAX OF LAS VEGAS, INC., a Delaware
                                        corporation


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Vice President


                                        MARINEMAX OF NORTH CAROLINA, INC., a
                                        North Carolina corporation


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Vice President


                                        MARINEMAX OF OHIO, INC., a Delaware
                                        corporation


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Vice President


                                        MARINEMAX OF UTAH, INC., a Delaware
                                        corporation


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Vice President


                                       5



                                        MARINEMAX TX, L.P., a Texas limited
                                        partnership

                                        By: Dumas GP, L.L.C., its general
                                            partner

                                        By: 11502 Dumas, Inc., its sole member


                                        By: /s/ Kurt M. Frahn
                                            ------------------------------------
                                            Kurt M. Frahn
                                            Secretary


                                        MARINEMAX OF GEORGIA, INC., a Georgia
                                        corporation


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Vice President


                                        BASSETT BOAT COMPANY, a Florida
                                        corporation


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Vice President


                                        BASSETT REALTY, L.L.C., a Delaware
                                        limited liability company

                                        By: MarineMax, Inc., its sole member


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Executive Vice President and Chief
                                            Financial Officer


                                       6



                                        C & N MARINE REALTY, L.L.C., a Delaware
                                        limited liability company

                                        By: MarineMax, Inc., its sole member


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Executive Vice President and Chief
                                            Financial Officer


                                        GULFWIND SOUTH REALTY, L.L.C., a
                                        Delaware limited liability company

                                        By: MarineMax, Inc., its sole member


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Executive Vice President and Chief
                                            Financial Officer


                                        HARRISON'S REALTY, L.L.C., a Delaware
                                        limited liability company

                                        By: MarineMax, Inc., its sole member


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Executive Vice President and Chief
                                            Financial Officer


                                        HARRISON'S REALTY CALIFORNIA, L.L.C., a
                                        Delaware limited liability company

                                        By: MarineMax, Inc., its sole member


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Executive Vice President and Chief
                                            Financial Officer


                                       7



                                        MARINA DRIVE REALTY I, L.L.C., a
                                        Delaware limited liability company

                                        By: MarineMax, Inc., its sole member


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Executive Vice President and Chief
                                            Financial Officer


                                        MARINA DRIVE REALTY II, L.L.C., a
                                        Delaware limited liability company

                                        By: MarineMax, Inc., its sole member


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Executive Vice President and Chief
                                            Financial Officer


                                        WALKER MARINA REALTY, L.L.C., a Delaware
                                        limited liability company

                                        By: MarineMax, Inc., its sole member


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Executive Vice President and Chief
                                            Financial Officer


                                       8



                                        DUMAS GP, L.L.C., a Delaware limited
                                        liability company

                                        By: 11502 Dumas, Inc., its sole member


                                        By: /s/ Kurt M. Frahn
                                            ------------------------------------
                                            Kurt M. Frahn
                                            Secretary


                                        MARINEMAX NEW JERSEY GP, INC., a
                                        Delaware corporation


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Vice President


                                        MARINEMAX NJ PARTNERS, INC., a Delaware
                                        corporation


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Vice President


                                        MARINEMAX OF NEW JERSEY HOLDINGS, INC.,
                                        a Delaware corporation


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Vice President


                                       9



                                        MMX GP, LLC, a Delaware limited
                                        liability company


                                        By: /s/ Kurt M. Frahn
                                            ------------------------------------
                                            Kurt M. Frahn
                                            Authorized Representative


                                        MMX HOLDINGS, LLC, a Delaware limited
                                        liability company


                                        By: /s/ Kurt M. Frahn
                                            ------------------------------------
                                            Kurt M. Frahn
                                            Authorized Representative


                                        MMX INTERESTS, LLC, a Delaware limited
                                        liability company


                                        By: /s/ Kurt M. Frahn
                                            ------------------------------------
                                            Kurt M. Frahn
                                            Authorized Representative


                                        MMX MEMBER, INC., a Delaware corporation


                                        By: /s/ Kurt M. Frahn
                                            ------------------------------------
                                            Kurt M. Frahn
                                            Authorized Representative


                                        MMX PARTNERS, INC., a Delaware
                                        corporation


                                        By: /s/ Kurt M. Frahn
                                            ------------------------------------
                                            Kurt M. Frahn
                                            Authorized Representative


                                       10


                                        MMX VENTURES, LP, a Delaware limited
                                        partnership

                                        By: MMX GP, LLC, its general partner


                                        By: /s/ Kurt M. Frahn
                                            ------------------------------------
                                            Kurt M. Frahn
                                            Authorized Representative


                                        11502 DUMAS, INC., a Nevada corporation


                                        By: /s/ Kurt M. Frahn
                                            ------------------------------------
                                            Kurt M. Frahn
                                            Secretary


                                        DUMAS GP, INC., a Nevada corporation


                                        By: /s/ Kurt M. Frahn
                                            ------------------------------------
                                            Kurt M. Frahn
                                            Secretary


                                        NEWCOAST FINANCIAL SERVICES, INC., a
                                        Delaware corporation


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Vice President


                                        MARINEMAX SERVICES, INC., a Delaware
                                        corporation


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Vice President


                                       11



                                        MARINEMAX U.S.A., INC., a Nevada
                                        corporation


                                        By: /s/ Kurt M. Frahn
                                            ------------------------------------
                                            Kurt M. Frahn
                                            Secretary


                                        DELAWARE AVLEASE, LLC, a Delaware
                                        limited liability company


                                        By: /s/ Kurt M. Frahn
                                            ------------------------------------
                                            Kurt M. Frahn
                                            Authorized Representative


                                        MARINEMAX OF COLORADO, INC., a Delaware
                                        corporation


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Vice President


                                        MARINEMAX INTERNATIONAL, LLC, a Delaware
                                        limited liability company


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Manager


                                        BOATING GEAR CENTER, INC., a Delaware
                                        corporation


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Vice President


                                       12



                                        MARINEMAX OF MISSOURI, INC., a Delaware
                                        corporation


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Vice President


                                        MARINEMAX OF NEW YORK, INC., a Delaware
                                        corporation


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Vice President


                                       13




                                        "LENDERS"

                                        KEYBANK NATIONAL ASSOCIATION


                                        By: /s/ Scott Saber
                                            ------------------------------------
                                        Name: Scott Saber
                                        Title: Vice President


                                        BANK OF AMERICA, N.A.


                                        By: /s/ John R. Burns
                                            ------------------------------------
                                        Name: John R. Burns
                                        Title: Vice President


                                        GE COMMERCIAL DISTRIBUTION FINANCE
                                        CORPORATION, a Delaware corporation


                                        By: /s/ Christopher C. Meals
                                            ------------------------------------
                                        Name: Christopher C. Meals
                                        Title: Executive Vice President


                                        NATIONAL CITY BANK, a national banking
                                        association


                                        By: /s/ Peter G. Shaw
                                            ------------------------------------
                                        Name: Peter G. Shaw
                                        Title: Vice President


                                       14



                                        "ADMINISTRATIVE AGENT"

                                        KEYBANK NATIONAL ASSOCIATION


                                        By: /s/ Scott Saber
                                            ------------------------------------
                                        Name: Scott Saber
                                        Title: Vice President


                                        "COLLATERAL AGENT" AND "DOCUMENTATION
                                        AGENT"

                                        BANK OF AMERICA, N.A.


                                        By: /s/ John R. Burns
                                            ------------------------------------
                                        Name: John R. Burns
                                        Title: Vice President


                                       15



                                   SCHEDULE I

1.   MARINEMAX OF SOUTHEAST FLORIDA, LLC, a Delaware limited liability company,

2.   MARINEMAX OF MINNESOTA, INC., a Minnesota corporation,

3.   MARINEMAX OF SOUTHWEST FLORIDA, LLC, a Delaware limited liability company,

4.   MARINEMAX OF CENTRAL FLORIDA, LLC, a Delaware limited liability company,

5.   MARINEMAX OF SARASOTA, LLC, a Delaware limited liability company,

6.   MARINEMAX OF CALIFORNIA, INC., a California corporation,

7.   MARINEMAX OF ARIZONA, INC., AN ARIZONA CORPORATION,

8.   MARINEMAX MIDATLANTIC, LP, a Delaware limited partnership,

9.   MARINEMAX MOTOR YACHTS, LLC, a Delaware limited liability company,

10.  MARINEMAX OF LAS VEGAS, INC., a Delaware corporation,

11.  MARINEMAX OF NORTH CAROLINA, INC., a North Carolina corporation,

12.  MARINEMAX OF OHIO, INC., a Delaware corporation,

13.  MARINEMAX OF UTAH, INC., a Delaware corporation,

14.  MARINEMAX TX, L.P., a Texas limited partnership,

15.  MARINEMAX OF GEORGIA, INC., a Georgia corporation,

16.  BASSETT BOAT COMPANY, a Florida corporation,

17.  BASSETT REALTY, L.L.C., a Delaware limited liability company,

18.  C & N MARINE REALTY, L.L.C., a Delaware limited liability company,

19.  GULFWIND SOUTH REALTY, L.L.C., a Delaware limited liability company,

20.  HARRISON'S REALTY, L.L.C., a Delaware limited liability company,

21.  HARRISON'S REALTY CALIFORNIA, L.L.C., a Delaware limited liability company,

22.  MARINA DRIVE REALTY I, L.L.C., a Delaware limited liability company,

23.  MARINA DRIVE REALTY II, L.L.C., a Delaware limited liability company,

24.  WALKER MARINA REALTY, L.L.C., a Delaware limited liability company,

25.  DUMAS GP, L.L.C., a Delaware limited liability company,

26.  MARINEMAX NEW JERSEY GP, INC., a Delaware corporation,

27.  MARINEMAX NJ PARTNERS, INC., a Delaware corporation,

28.  MARINEMAX OF NEW JERSEY HOLDINGS, INC., a Delaware corporation,

29.  MMX GP, LLC, a Delaware limited liability company,

30.  MMX HOLDINGS, LLC, a Delaware limited liability company,

31.  MMX INTERESTS, LLC, a Delaware limited liability company,

32.  MMX MEMBER, INC., a Delaware corporation,

33.  MMX PARTNERS, INC., a Delaware corporation,

34.  MMX VENTURES, LP, a Delaware limited partnership,

35.  11502 DUMAS, INC., a Nevada corporation,

36.  DUMAS GP, INC., a Nevada corporation,

37.  NEWCOAST FINANCIAL SERVICES, INC., a Delaware corporation,

38.  MARINEMAX SERVICES, INC., a Delaware corporation,

39.  MARINEMAX U.S.A., INC., a Nevada corporation,

40.  DELAWARE AVLEASE, LLC, a Delaware limited liability company,


                                       16



41.  MARINEMAX OF COLORADO, INC., a Delaware corporation,

42.  MARINEMAX INTERNATIONAL, LLC, a Delaware limited liability company, and

43.  BOATING GEAR CENTER, INC., a Delaware corporation

44.  MARINEMAX OF MISSOURI, INC., a Delaware corporation

45.  MARINEMAX OF NEW YORK, INC., a Delaware corporation


                                       17

EX-10.20C

                                                                EXHIBIT 10.20(C)

                                 AMENDMENT NO. 4
                             TO AMENDED AND RESTATED
                          CREDIT AND SECURITY AGREEMENT

     This AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT
(this "Amendment") is entered into as of March 31, 2006, by and among MARINEMAX,
INC., a Delaware corporation and each of the other Borrowers set forth on
Schedule I attached hereto and by the reference incorporated herein
(collectively, "Borrowers"), and KEYBANK NATIONAL ASSOCIATION, a national
banking association, both individually (in such capacity, "KeyBank") and as
administrative agent (in such capacity, the "Administrative Agent") for the
Lenders (as hereinafter defined), BANK OF AMERICA, N.A., a national banking
association, individually (in such capacity, "BOA"), as collateral agent (in
such capacity, the "Collateral Agent") and as documentation agent (in such
capacity, the "Documentation Agent") and the various other financial
institutions as are or may become parties hereto, including, as of the date
hereof, GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION, a Delaware corporation
("GE Commercial") and NATIONAL CITY BANK, a national banking association
("National City") (KeyBank, BOA, GE Commercial, National City, and such other
financial institutions, collectively, the "Lenders"), amending that Amended and
Restated Credit and Security Agreement dated as of February 3, 2005, by and
among Borrowers and Lenders as previously amended by Amendment No. 1 to Amended
and Restated Credit and Security Agreement dated April 8, 2005, Amendment No. 2
to Amended and Restated Credit and Security Agreement dated February 10, 2006,
and Amendment No. 3 to Amended and Restated Credit and Security Agreement dated
March 10, 2006 (collectively, the "Agreement"). Unless otherwise defined in this
Amendment, all defined terms used in this Amendment shall have the meaning
ascribed to such terms in the Agreement. This Amendment is entered into in
consideration of, and upon, the terms, conditions and agreements set forth
herein.

     1. BACKGROUND. Borrowers and Lenders desire to amend certain provisions of
the Agreement effective as of the date of this Amendment.

     2. AMENDMENTS TO THE AGREEMENT. The Agreement is hereby amended as follows:

     (a) Changes to Definitions. The definition of "Commitment Amount, as
defined in Section 1.01 of the Agreement shall be amended to read as follows:

          "Commitment Amount" shall mean (a) from the date hereof until July 31,
     2006, four hundred fifteen million dollars ($415,000,000), the maximum
     aggregate amount of the Commitment, and (b) commencing August 1, 2006,
     three hundred eighty-five million dollars ($385,000,000), the maximum
     aggregate amount of the Commitment; provided, however, that if the
     Borrowers exercise their right to reduce the Commitment in part pursuant to
     Section 2.04 of this Agreement, then after the effective date of such
     partial reduction the Commitment Amount shall be the original Commitment
     Amount less all portions of the Commitment theretofore cancelled by the
     Borrowers.



     (b) Change to Section 2.01(b) Regarding Lenders and Pro Rata Percentages.
Section 2.01(b) of the Agreement is hereby amended to read in its entirety as
follows:

          (b) Lenders and Pro Rata Percentages.

               (1) Commencing as of the date hereof and continuing through July
     31, 2006 (or such earlier date as additional or replacement Lenders are
     added in the manner contemplated by Section 9.05 or Section 9.06 of this
     Agreement), the respective Pro Rata Percentages of the initial Lenders in
     the Commitment shall be as follows:



Lender          Pro Rata Percentage
- ------          -------------------
             
KeyBank                31.325%
BOA                    32.530%
GE Commercial          21.687%
National City          14.458%
                      -------
TOTAL                 100.000%
                      =======


               (2) Commencing August 1, 2006 and enduring until such time as
     additional or replacement Lenders are added in the manner contemplated by
     Section 9.05 or Section 9.06 of this Agreement, the respective Pro Rata
     Percentages of the initial Lenders in the Commitment shall be as follows:



Lender          Pro Rata Percentage
- ------          -------------------
             
KeyBank               25.974%
BOA                   35.065%
GE Commercial         23.377%
National City         15.584%
                     -------
TOTAL                100.000%
                     =======


     Each Lender shall have the right to participate a portion of its Pro Rata
     Percentage of the Advances and the Commitment and to assign their Pro Rata
     Percentage in the Advances and the Commitment in the manner permitted by
     Section 9.04 of this Agreement.

     3. EFFECT ON AGREEMENT. Except as specifically amended and modified by this
Amendment, all terms, conditions, covenants and agreements set forth in the
Agreement shall remain in full force and effect.

     4. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall constitute an original but all of which when
taken together shall constitute one agreement.

              [The remainder of this page intentionally left blank]


                                       2



     IN WITNESS WHEREOF, this Amendment No. 4 to the Amended and Restated Credit
and Security Agreement has been executed and delivered by the parties (including
100% of the Lenders) as of the day and year first above written.

                                        "BORROWERS"

                                        MARINEMAX, INC., a Delaware corporation


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Executive Vice President and
                                            Chief Financial Officer


                                        MARINEMAX OF SOUTHEAST FLORIDA, LLC,
                                        a Delaware limited liability company


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Manager


                                        MARINEMAX OF MINNESOTA, INC.,
                                        a Minnesota corporation


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            President


                                        MARINEMAX OF SOUTHWEST FLORIDA, LLC,
                                        a Delaware limited liability company


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Manager


                                        MARINEMAX OF CENTRAL FLORIDA, LLC,
                                        a Delaware limited liability company


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Manager


                                       3



                                        MARINEMAX OF SARASOTA, LLC,
                                        a Delaware limited liability company


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Manager


                                        MARINEMAX OF CALIFORNIA, INC.,
                                        a California corporation


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Assistant Vice President


                                        MARINEMAX OF ARIZONA, INC.,
                                        an Arizona corporation


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Vice President


                                        MARINEMAX MIDATLANTIC, LP,
                                        a Delaware limited partnership

                                        By: MarineMax New Jersey GP, Inc.,
                                        its general partner


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Vice President


                                       4



                                        MARINEMAX MOTOR YACHTS, LLC,
                                        a Delaware limited liability company


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Manager


                                        MARINEMAX OF LAS VEGAS, INC.,
                                        a Delaware corporation


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Vice President


                                        MARINEMAX OF NORTH CAROLINA, INC.,
                                        a North Carolina corporation


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Vice President


                                        MARINEMAX OF OHIO, INC.,
                                        a Delaware corporation


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Vice President


                                        MARINEMAX OF UTAH, INC.,
                                        a Delaware corporation


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Vice President


                                       5



                                        MARINEMAX TX, L.P.,
                                        a Texas limited partnership

                                        By: Dumas GP, L.L.C., its
                                        general partner

                                        By: 11502 Dumas, Inc., its sole member


                                        By: /s/ Kurt M. Frahn
                                            ------------------------------------
                                            Kurt M. Frahn
                                            Secretary


                                        MARINEMAX OF GEORGIA, INC.,
                                        a Georgia corporation


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Vice President


                                        BASSETT BOAT COMPANY,
                                        a Florida corporation


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Vice President


                                        BASSETT REALTY, L.L.C.,
                                        a Delaware limited liability company

                                        By: MarineMax, Inc., its sole member


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Executive Vice President and Chief
                                            Financial Officer


                                       6



                                        C & N MARINE REALTY, L.L.C.,
                                        a Delaware limited liability company

                                        By: MarineMax, Inc., its sole member


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Executive Vice President and Chief
                                            Financial Officer


                                        GULFWIND SOUTH REALTY, L.L.C.,
                                        a Delaware limited liability company

                                        By: MarineMax, Inc., its sole member


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Executive Vice President and Chief
                                            Financial Officer


                                        HARRISON'S REALTY, L.L.C.,
                                        a Delaware limited liability company

                                        By: MarineMax, Inc., its sole member


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Executive Vice President and
                                            Chief Financial Officer


                                        HARRISON'S REALTY CALIFORNIA, L.L.C.,
                                        a Delaware limited liability company

                                        By: MarineMax, Inc., its sole member


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Executive Vice President and
                                            Chief Financial Officer


                                       7



                                        MARINA DRIVE REALTY I, L.L.C., a
                                        Delaware limited liability company

                                        By: MarineMax, Inc., its sole member


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Executive Vice President and
                                            Chief Financial Officer


                                        MARINA DRIVE REALTY II, L.L.C., a
                                        Delaware limited liability company

                                        By: MarineMax, Inc., its sole member


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Executive Vice President and
                                            Chief Financial Officer


                                        WALKER MARINA REALTY, L.L.C., a
                                        Delaware limited liability company

                                        By: MarineMax, Inc., its sole member


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Executive Vice President and
                                            Chief Financial Officer


                                       8



                                        DUMAS GP, L.L.C., a Delaware
                                        limited liability company

                                        By: 11502 Dumas, Inc., its sole member


                                        By: /s/ Kurt M. Frahn
                                            ------------------------------------
                                            Kurt M. Frahn
                                            Secretary


                                        MARINEMAX NEW JERSEY GP, INC.,
                                        a Delaware corporation


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Vice President


                                        MARINEMAX NJ PARTNERS, INC., a
                                        Delaware corporation


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Vice President


                                        MARINEMAX OF NEW JERSEY HOLDINGS, INC.,
                                        a Delaware corporation


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Vice President


                                       9



                                        MMX GP, LLC, a Delaware limited
                                        liability company


                                        By: /s/ Kurt M. Frahn
                                            ------------------------------------
                                            Kurt M. Frahn
                                            Authorized Representative


                                        MMX HOLDINGS, LLC, a Delaware
                                        limited liability company


                                        By: /s/ Kurt M. Frahn
                                            ------------------------------------
                                            Kurt M. Frahn
                                            Authorized Representative


                                        MMX INTERESTS, LLC, a Delaware limited
                                        liability company


                                        By: /s/ Kurt M. Frahn
                                            ------------------------------------
                                            Kurt M. Frahn
                                            Authorized Representative


                                        MMX MEMBER, INC., a Delaware corporation


                                        By: /s/ Kurt M. Frahn
                                            ------------------------------------
                                            Kurt M. Frahn
                                            Authorized Representative


                                        MMX PARTNERS, INC.,
                                        a Delaware corporation


                                        By: /s/ Kurt M. Frahn
                                            ------------------------------------
                                            Kurt M. Frahn
                                            Authorized Representative


                                       10


                                        MMX VENTURES, LP, a Delaware
                                        limited partnership

                                        By: MMX GP, LLC, its general partner


                                        By: /s/ Kurt M. Frahn
                                            ------------------------------------
                                            Kurt M. Frahn
                                            Authorized Representative


                                        11502 DUMAS, INC., a Nevada corporation


                                        By: /s/ Kurt M. Frahn
                                            ------------------------------------
                                            Kurt M. Frahn
                                            Secretary


                                        DUMAS GP, INC., a Nevada corporation


                                        By: /s/ Kurt M. Frahn
                                            ------------------------------------
                                            Kurt M. Frahn
                                            Secretary


                                        NEWCOAST FINANCIAL SERVICES, INC.,
                                        a Delaware corporation


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Vice President


                                        MARINEMAX SERVICES, INC.,
                                        a Delaware corporation


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Vice President


                                       11



                                        MARINEMAX U.S.A., INC., a Nevada
                                        corporation


                                        By: /s/ Kurt M. Frahn
                                            ------------------------------------
                                            Kurt M. Frahn
                                            Secretary


                                        DELAWARE AVLEASE, LLC,
                                        a Delaware limited liability company


                                        By: /s/ Kurt M. Frahn
                                            ------------------------------------
                                            Kurt M. Frahn
                                            Authorized Representative


                                        MARINEMAX OF COLORADO, INC., a
                                        Delaware corporation


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Vice President


                                        MARINEMAX INTERNATIONAL, LLC,
                                        a Delaware limited liability company


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Manager


                                        BOATING GEAR CENTER, INC.,
                                        a Delaware corporation


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Vice President


                                       12



                                        MARINEMAX OF MISSOURI, INC.,
                                        a Delaware corporation


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Vice President


                                        MARINEMAX OF NEW YORK, INC.,
                                        a Delaware corporation


                                        By: /s/ Michael H. McLamb
                                            ------------------------------------
                                            Michael H. McLamb
                                            Vice President


                                       13



                                        "LENDERS"

                                        KEYBANK NATIONAL ASSOCIATION


                                        By: /s/ Brian T. McDevitt
                                            ------------------------------------
                                        Name: Brian T. McDevitt
                                        Title: Vice President


                                        BANK OF AMERICA, N.A.


                                        By: /s/ John R. Burns
                                            ------------------------------------
                                        Name: John R. Burns
                                        Title: Vice President


                                        GE COMMERCIAL DISTRIBUTION FINANCE
                                        CORPORATION, a Delaware corporation


                                        By: /s/ Christopher C. Meals
                                            ------------------------------------
                                        Name: Christopher C. Meals
                                        Title: Executive Vice President


                                        NATIONAL CITY BANK, a national
                                        banking association


                                        By: /s/ Peter G. Shaw
                                            ------------------------------------
                                        Name: Peter G. Shaw
                                        Title: Vice President


                                       14



                                        "ADMINISTRATIVE AGENT"

                                        KEYBANK NATIONAL ASSOCIATION


                                        By: /s/ Brian T. McDevitt
                                            ------------------------------------
                                        Name: Brian T. McDevitt
                                        Title: Vice President


                                        "COLLATERAL AGENT" AND
                                        "DOCUMENTATION AGENT"

                                        BANK OF AMERICA, N.A.


                                        By: /s/ John R. Burns
                                            ------------------------------------
                                        Name: John R. Burns
                                        Title: Vice President


                                       15



                                   SCHEDULE I

1.   MARINEMAX OF SOUTHEAST FLORIDA, LLC, a Delaware limited liability company,

2.   MARINEMAX OF MINNESOTA, INC., a Minnesota corporation,

3.   MARINEMAX OF SOUTHWEST FLORIDA, LLC, a Delaware limited liability company,

4.   MARINEMAX OF CENTRAL FLORIDA, LLC, a Delaware limited liability company,

5.   MARINEMAX OF SARASOTA, LLC, a Delaware limited liability company,

6.   MARINEMAX OF CALIFORNIA, INC., a California corporation,

7.   MARINEMAX OF ARIZONA, INC., AN ARIZONA CORPORATION,

8.   MARINEMAX MIDATLANTIC, LP, a Delaware limited partnership,

9.   MARINEMAX MOTOR YACHTS, LLC, a Delaware limited liability company,

10.  MARINEMAX OF LAS VEGAS, INC., a Delaware corporation,

11.  MARINEMAX OF NORTH CAROLINA, INC., a North Carolina corporation,

12.  MARINEMAX OF OHIO, INC., a Delaware corporation,

13.  MARINEMAX OF UTAH, INC., a Delaware corporation,

14.  MARINEMAX TX, L.P., a Texas limited partnership,

15.  MARINEMAX OF GEORGIA, INC., a Georgia corporation,

16.  BASSETT BOAT COMPANY, a Florida corporation,

17.  BASSETT REALTY, L.L.C., a Delaware limited liability company,

18.  C & N MARINE REALTY, L.L.C., a Delaware limited liability company,

19.  GULFWIND SOUTH REALTY, L.L.C., a Delaware limited liability company,

20.  HARRISON'S REALTY, L.L.C., a Delaware limited liability company,

21.  HARRISON'S REALTY CALIFORNIA, L.L.C., a Delaware limited liability company,

22.  MARINA DRIVE REALTY I, L.L.C., a Delaware limited liability company,

23.  MARINA DRIVE REALTY II, L.L.C., a Delaware limited liability company,

24.  WALKER MARINA REALTY, L.L.C., a Delaware limited liability company,

25.  DUMAS GP, L.L.C., a Delaware limited liability company,

26.  MARINEMAX NEW JERSEY GP, INC., a Delaware corporation,

27.  MARINEMAX NJ PARTNERS, INC., a Delaware corporation,

28.  MARINEMAX OF NEW JERSEY HOLDINGS, INC., a Delaware corporation,

29.  MMX GP, LLC, a Delaware limited liability company,

30.  MMX HOLDINGS, LLC, a Delaware limited liability company,

31.  MMX INTERESTS, LLC, a Delaware limited liability company,

32.  MMX MEMBER, INC., a Delaware corporation,

33.  MMX PARTNERS, INC., a Delaware corporation,

34.  MMX VENTURES, LP, a Delaware limited partnership,

35.  11502 DUMAS, INC., a Nevada corporation,

36.  DUMAS GP, INC., a Nevada corporation,

37.  NEWCOAST FINANCIAL SERVICES, INC., a Delaware corporation,

38.  MARINEMAX SERVICES, INC., a Delaware corporation,

39.  MARINEMAX U.S.A., INC., a Nevada corporation,

40.  DELAWARE AVLEASE, LLC, a Delaware limited liability company,


                                       16



41.  MARINEMAX OF COLORADO, INC., a Delaware corporation,

42.  MARINEMAX INTERNATIONAL, LLC, a Delaware limited liability company, and

43.  BOATING GEAR CENTER, INC., a Delaware corporation

44.  MARINEMAX OF MISSOURI, INC., a Delaware corporation

45.  MARINEMAX OF NEW YORK, INC., a Delaware corporation


                                       17

EX-31.1

Exhibit 31.1

CERTIFICATION

I, William H. McGill Jr., certify that:

1.	I have reviewed this quarterly report on Form 10-Q of MarineMax, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ WILLIAM H. MCGILL JR.  

William H. McGill Jr. 

Chief Executive Officer 

Date: May 10, 2006

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Michael H. McLamb, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of MarineMax, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ MICHAEL H. MCLAMB  

Michael H. McLamb 

Chief Financial Officer 

Date: May 10, 2006

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACTS OF 2002

     In connection with the Quarterly Report of MarineMax, Inc., (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William H. McGill Jr., Chief Executive Officer of the Company, certify, to my best knowledge and belief, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ WILLIAM H. MCGILL JR.  

William H. McGill Jr. 

Chief Executive Officer 

Date: May 10, 2006

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACTS OF 2002

     In connection with the Quarterly Report of MarineMax, Inc., (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael H. McLamb., Chief Financial Officer of the Company, certify, to my best knowledge and belief, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ MICHAEL H. MCLAMB  

Michael H. McLamb 

Chief Financial Officer 

Date: May 10, 2006