EXHIBIT 10.78


                   INTERCREDITOR AGREEMENT (TRAVIS TAX REFUND)

         THIS   INTERCREDITOR   AGREEMENT  (this  "Agreement")  is  made  as  of
____________,  2002, by and among TRANSAMERICA  COMMERCIAL  FINANCE  CORPORATION
("TCFC"),   TMRC,  L.L.P.   ("Tracker"),   GE  Commercial  Distribution  Finance
Corporation ("GE") and Transamerica Commercial Finance Corporation as tax refund
agent ("the Tax Refund Agent").

         THE PARTIES HERETO agree as follows:

         1.  DEFINED  TERMS.  For  purposes  of  this  Agreement  the  following
definitions shall apply:

         (A)  "Business  Day" shall any day (other than a Saturday or Sunday) on
which the Federal Reserve Bank of Chicago is open for business.

         (B) "Creditor"  shall mean  individually,  and  "Creditors"  shall mean
collectively,  each of GE, Tracker and TCFC, and their respective successors and
assigns.

         (C) "Documents"  shall mean the  collectively,  GE Loan Documents,  the
Tracker Loan Documents and the TCFC Loan Documents.

         (D) "Event of Default"  shall mean any event or condition  under any of
the Documents that entitles a Creditor or Creditors, as the case may be, that is
a party  thereto,  to accelerate the stated  maturity of any of the  Obligations
owing in respect thereof.

         (E) "GE Debt" shall mean debts, claims,  obligations and liabilities of
the GE Obligors to GE, whether primary,  secondary,  direct, contingent,  fixed,
owed  by a GE  Obligor  to a  third  party  and  acquired  by GE  or  otherwise,
heretofore,  now  and/or  from time to time  hereafter  owing,  due or  payable,
including, without limitation, all amounts owed or to become due pursuant to the
GE Loan Documents and all renewals,  extensions,  replacements and modifications
thereof.

         (F) "GE Loan  Documents"  shall  mean shall  mean all now  existing  or
hereafter  created notes,  loan  agreements,  security  agreements,  guarantees,
subordination  agreements,   waivers,  certificates,   mortgages,   assignments,
indemnities,  agreements,  instruments or other  documents (and any  amendments,
substitutions,  restatements,  extensions and renewals to the  foregoing)  which
create, evidence, secure or otherwise relate to the GE Debt.

         (G) "GE  Obligors"  shall mean the Persons  identified on Schedule I to
this Agreement and any other Person now or hereafter  becoming an obligor on the
GE Debt.

         (H) "Lien" shall mean  individually and "Liens" shall mean collectively
any and all liens, security interests, encumbrances, pledges, mortgages, chattel
mortgages or other interests.

         (I)  "Obligations  " shall mean the GE Debt,  the Tracker  Debt and the
TCFC Debt.

         (J) "Parent" shall mean Travis Boats & Motors, Inc.

         (K)  "Person"  shall  mean  individually,   and  "Persons"  shall  mean
collectively,  any individual, sole proprietorship,  partnership, joint venture,
trust,  unincorporated  organization,   association,  corporation,  institution,
entity,  party or government (whether national,  federal,  state,  county, city,
municipal or  otherwise  including,  without  limitation,  any  instrumentality,
division, agency, body or department thereof).

         (L)  "Recovery"  shall have the meaning set forth in Section 11 of this
Agreement.

         (M)  "Security  Interest"  shall  mean as to any  item of  tangible  or
intangible  property,  any  lien or  interest  therein  or right  (including  an
assignment)  with respect  thereto,  whether  such  interest or right is created
under a contract, note, bond, indenture, deed, mortgage, deed of trust, security
agreement,  pledge,  hypothecation  agreement,  assignment or other agreement or
arises by operation of law or statute  (such as, but not limited to, a statutory
lien for work or materials or rights of setoff),  as a result of a judgment,  or

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under any form of  preferential  or title  retention  agreement  or  arrangement
(including a conditional sale agreement or a lease) that has  substantially  the
same economic effect as any of the foregoing.

         (N) "Tax  Refund"  shall mean all monies  and  claims  from  monies due
and/or to  become  due to  Parent  from the  United  States  of  America  or any
department  or agency  thereof  arising  out of any  application  in the name of
Parent for an income  tax  refund for any tax year,  filed or to be filed at any
time  or from  time  to  time by  Parent  with  the  Internal  Revenue  Service,
including,  but not  limited  to, the  application  in the name of Parent for an
income tax refund for tax year 2002.

         (O) "Tax Refund  Agent  Obligations"  shall mean  exclusive  of all the
TCFC's Obligations,  all obligations,  liabilities,  costs, expenses (including,
without limitations, any funds advanced for insurance premiums and/or protection
of the Tax Refund),  reasonable  expenses and  reasonable  fees arising from, or
incurred by, Tax Refund Agent when acting in such capacity,  including,  without
limitation,  court costs and  reasonable  attorneys' and  accountants'  fees and
expenses and the fees of any special  consultant  assisting in pursuing Recovery
or any enforcement action with respect to the Tax Refund, all obligations of Tax
Refund Agent to indemnify any third party in  connection  with the Tax Refund or
acting as Tax Refund Agent, whether now existing or hereafter created,  absolute
or contingent, and whether due or not due.

         (P)  "Tax  Refund  Security   Documents"  shall  mean  the  agreements,
documents and  instruments  in favor of the Tax Refund Agent relating to the Tax
Refund  securing  the  Obligations,  as may be amended,  replaced,  supplemented
and/or restated from time to time.

         (Q) "TCFC Debt" shall mean debts,  claims,  obligations and liabilities
of the TCFC Obligors to TCFC, whether primary,  secondary,  direct,  contingent,
fixed,  owed  by a TCFC  Obligor  to a  third  party  and  acquired  by  TCFC or
otherwise,  heretofore,  now and/or from time to time  hereafter  owing,  due or
payable,  including,  without  limitation,  all  amounts  owed or to become  due
pursuant to the TCFC Loan Documents and all renewals,  extensions,  replacements
and modifications thereof.

         (R) "TCFC Loan  Documents"  shall mean shall mean all now  existing  or
hereafter  created notes,  loan  agreements,  security  agreements,  guarantees,
subordination  agreements,   waivers,  certificates,   mortgages,   assignments,
indemnities,  agreements,  instruments or other  documents (and any  amendments,
substitutions,  restatements,  extensions and renewals to the  foregoing)  which
create, evidence, secure or otherwise relate to the TCFC Debt.

         (S) "TCFC Obligors" shall mean the Persons identified on Schedule II to
this Agreement and any other Person now or hereafter  becoming an obligor on the
TCFC Debt.

         (T)  "Tracker  Debt"  shall  mean  debts,   claims,   obligations   and
liabilities  of the  Parent to  Tracker,  whether  primary,  secondary,  direct,
contingent,  fixed, owed by a Parent to a third party and acquired by Tracker or
otherwise,  heretofore,  now and/or from time to time  hereafter  owing,  due or
payable,  including,  without  limitation,  all  amounts  owed or to become  due
pursuant  to  the  Tracker  Loan   Documents  and  all   renewals,   extensions,
replacements and modifications thereof.

         (U) "Tracker Loan Documents"  shall mean shall mean all now existing or
hereafter  created notes,  loan  agreements,  security  agreements,  guarantees,
subordination  agreements,   waivers,  certificates,   mortgages,   assignments,
indemnities,  agreements,  instruments or other  documents (and any  amendments,
substitutions,  restatements,  extensions and renewals to the  foregoing)  which
create, evidence, secure or otherwise relate to the Tracker Debt.

         (V) "Travis  Obligors" shall mean  collectively,  the TCFC Obligors and
the GE Obligors.

         (W) "Triggering Event": the occurrence of any of the following events:

                  (i) Tax Refund  Agent's  receipt of a written  notice from the
Creditors  directing Tax Refund Agent to exercise any remedy  against all or any
part of the Tax Refund from and after the occurrence of an Event of Default that
has not been waived in writing, or

                  (ii) Any of the Travis Obligors (a) fails to pay, or admits in
writing  its  inability  to pay,  its debts  generally  as they  become  due, or
otherwise becomes insolvent (however evidenced), (b) makes an assignment for the
benefit  of  creditors,  (c) files a  petition  in  bankruptcy,  is  adjudicated
insolvent or bankrupt,  petitions or applies to any tribunal for any receiver or

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any trustee for itself or any  substantial  part of its property,  (d) commences
any  proceeding  relating  to  itself  under  any  reorganization,  arrangement,
readjustment  of debt,  dissolution  (except  into  another  Travis  Obligor) or
liquidation law of any jurisdiction, whether now or hereafter in effect, (e) has
commenced against it any such proceeding which remains  undismissed for a period
of 60 days, or by any act indicates its consent to, approval of, or acquiescence
in any such  proceeding or the appointment of any receiver of or any trustee for
it or of any substantial part of its property,  or allows any such  receivership
or  trusteeship to continue  undischarged  for a period of 60 days; or (f) takes
any action to authorize any of the foregoing;

                  (iii) the Tax Refund  Agent's  receipt of written  notice from
any  Creditor  (which  notice  shall be given both via  telecopy  and  overnight
courier  (costs  prepaid),  with  a  good  faith  effort  to  make  a  telephone
confirmation of receipt of such notice promptly after sending,  and a good faith
effort to send such  notice by  similar  means to each other  Creditor,  but the
failure to notify the other  Creditors  will not  affect  whether  any event set
forth in this  definition  shall have  occurred) in respect to whom a payment of
principal or interest on any of the  Obligations  held by such  Creditor was not
timely  made (but only during the  continuance  of any such  failure)  after the
lapse of any grace period provided for under the relevant Documents, and whether
by acceleration or otherwise, or

                  (iv) from and after the occurrence of an Event of Default that
has not been  waived in  writing,  any  Creditor  files suit  against any of the
Travis Obligors with regard to the GE Debt, the Tracker Debt or TCFC Debt; or

                  (v) any Creditor  accelerates any Obligations  pursuant to the
terms of the relevant documents governing such Obligations.

         (X)  "UCC"  shall  mean the  Uniform  Commercial  Code of the  State of
Illinois, as such may be amended from time to time.

         2. OTHER AGREEMENTS OF GE. GE represents, warrants and agrees that:

         (A)  it  waives:  (i)  notice  of  the  existence,  creation,  renewal,
extension  of the TCFC Debt  and/or the  Tracker  Debt (or any  increase  in the
amount of theTCFC Debt and/or the Tracker  Debt);  and (ii) any right to require
TCFC or Tracker to collect, enforce or realize upon the TCFC Debt;

         (B)  notwithstanding  anything contained in the GE Loan Documents,  the
Liens  granted in favor of TCFC and/or  Tracker  shall not violate any  negative
pledge covenants contained in the GE Loan Documents.

         3. OTHER AGREEMENTS OF TCFC. TCFC represents, warrants and agrees:

         (A) that it waives:  (i) notice of the  existence,  creation,  renewal,
extension  of the GE Debt and/or the Tracker Debt (or any increase in the amount
of the GE Debt and/or the Tracker Debt  thereof);  and (ii) any right to require
GE or Tracker to collect, enforce or realize upon the GE Debt;

         (B) notwithstanding  anything contained in the TCFC Loan Documents, the
Liens  granted in favor of GE and/or  Tracker  shall not  violate  any  negative
pledge covenants contained in the TCFC Loan Documents.


         4. OTHER  AGREEMENTS  OF  TRACKER.  Tracker  represents,  warrants  and
agrees:

         (A) that it waives:  (i) notice of the  existence,  creation,  renewal,
extension  of the GE Debt and/or the TCFC Debt (or any increase in the amount of
the GE Debt and/or the TCFC Debt  thereof);  and (ii) any right to require GE or
TCFC to collect, enforce or realize upon the GE or TCFC debt;

         (B)  notwithstanding  anything contained in the Tracker Loan Documents,
the Liens  granted in favor of GE and/or  TCFC shall not  violate  any  negative
pledge covenants contained in the Tracker Loan Documents.

         5.  Appointment of TAX REFUND Agent.  Each Creditor hereby appoints and
authorizes  TCFC to act as Tax Refund Agent and TCFC hereby agrees to act as Tax
Refund  Agent for the  Creditors,  as  contemplated  in the Tax Refund  Security


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Documents and in this Agreement.  Pursuant to the Tax Refund Security Documents,
Tax  Refund  Agent is  granted a  Security  Interest  in the Tax  Refund for the
benefit of each Creditor. Each Creditor hereby authorizes and directs Tax Refund
Agent to enter into the Tax Refund Security  Documents and any other instruments
incidental  thereto and to  execute,  and record or file (as  appropriate),  all
financing  statements,  assignments,  Tax Refund Security  Documents,  and other
filings and recordings in connection therewith.

         6. Enforcement Rights of Creditors. No Creditor shall have any right to
exercise  any  rights or  remedies  with  respect  to the Tax  Refund,  and each
Creditor agrees with each other Creditor and Tax Refund Agent that it shall not,
and shall not attempt to,  exercise  any rights or remedies  with respect to the
Tax  Refund and all such  rights and  remedies  shall  only be  exercised  by or
through the Tax Refund Agent on behalf of the Creditors, whether pursuant to any
Document,  the Tax Refund Security  Document,  agreement or otherwise;  provided
however,  that  nothing in this  Section  shall  prohibit  Tax Refund Agent from
exercising  any  powers,  rights and  remedies  expressly  set forth  under this
Agreement or under the Tax Refund  Security  Documents ; and  provided  further,
however,  nothing  contained  in this  Section  shall  prohibit a Creditor  from
exercising any rights of setoff, subject to the terms of this Agreement. Nothing
contained herein shall limit or impair any Creditor's  ability to (i) manage its
Obligations,  (ii) accelerate all or any part of its respective Obligations,  or
(iii) take any action with respect to, or against, the Parent, any of the Travis
Obligors, or their respective assets (other than the Tax Refund),  including the
filing of any involuntary petition in bankruptcy.

         7. Bankruptcy--Permitted Actions by Creditors. Notwithstanding anything
contained  herein to the contrary:  (i) each Creditor and Tax Refund Agent shall
be permitted to file its own proof of claim or other necessary  documentation in
any  bankruptcy  or  insolvency  proceeding  of the  Parent or any of the Travis
Obligors and (ii) each Creditor and Tax Refund Agent shall be permitted,  in its
sole and absolute discretion, to provide  debtor-in-possession  financing or any
other type of financing to Parent or any of the Travis Obligors after the Parent
or any of the  Travis  Obligors  becomes  (for  whatever  reason)  subject  to a
bankruptcy or insolvency proceeding  (collectively  "Post-Petition  Financing");
provided,  however,  that  nothing  herein shall be deemed to be a waiver of any
right that any  Creditor or Tax Refund  Agent may have to object to the terms of
any such Post-Petition Financing.

         8. Enforcement Rights and Powers of TAX REFUND Agent.

         A. Tax Refund  Agent (i) shall  exercise,  only with respect to the Tax
Refund after a Triggering  Event and during the  continuance  thereof,  and only
with the consent of, or direction by, all of the  Creditors,  all or some of the
rights and remedies (including,  without limitation,  all rights with respect to
any power of  attorney  designation)  (A)  available  to it under the Tax Refund
Security Documents, (B) of GE under the GE Documents,  Tracker under the Tracker
Documents,  and TCFC under the TCFC Documents, and (C) in any case, available to
it at law or at equity, whether judicial or non-judicial,  to the same extent as
if such  rights and  remedies  were  specifically  enumerated  herein,  (ii) may
exercise,  at any time, and from time to time, such powers and rights under this
Agreement as are specifically  delegated or granted to Tax Refund Agent pursuant
to the terms  hereof  which by the terms  hereof do not  require  the consent or
direction of the Creditor or the occurrence of a Triggering Event, and (iii) may
exercise,  such powers,  rights and remedies as are  reasonably  incident to the
powers specified in the foregoing clauses (i) and (ii) and subject,  in the case
of clause (i), to the consent or  direction of the  Creditors.  Tax Refund Agent
shall have no implied  duties or any  obligation  to take any action  under this
Agreement except any action specifically  provided by this Agreement to be taken
by  it.  Notwithstanding  anything  in  this  Agreement  to the  contrary,  if a
Triggering  Event has  previously  occurred  with respect to any specific set of
facts,  no further notice of the occurrence of any further event with respect to
such specific set of facts is required of any party.

         B.  Notwithstanding  clause 8 A(ii)  above,  at any time,  without  the
Creditors' consent, the Tax Refund Agent may, in its sole discretion,  take such
action as the Tax Refund Agent believes in its commercially  reasonable judgment
is  reasonably  necessary  to preserve the Tax Refund or the value  thereof,  or
preserve,  create or perfect its Security Interests (including priority thereof)
in the Tax  Refund.  Tax Refund  Agent  shall not be  required  to take any such
action but if it does take any such action it shall have no  liability to any of
the  Creditors  and shall be fully  indemnified  and held  harmless for any such
action as provided for herein and in the Tax Refund Security  Documents,  except
for the Tax Refund Agent's gross negligence or willful misconduct.

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         9. Amendment to GE Documents,  TCFC DOCUMETS and TRACKER Documents.  GE
may enter into any  amendment,  modification  or restatement of any GE Document,
without the consent of TCFC,  Tracker or Tax Refund  Agent.  TCFC may enter into
any amendment,  modification  or  restatement of any TCFC Document,  without the
consent  of GE,  Tracker  or Tax  Refund  Agent.  Tracker  may  enter  into  any
amendment,  modification  or  restatement of any Tracker  Document,  without the
consent of GE, TCFC or Tax Refund Agent.

         10.  Actions  Requiring  Consent  of all  Creditors.  No  amendment  or
modification  or waiver  of any  provision  of this  Agreement  or any  Security
Document  shall be  effective  unless it is in writing  and signed by Tax Refund
Agent and each of the Creditors.

         Unless Tax Refund Agent and all Creditors  consent in writing,  neither
Tax Refund Agent nor any  Creditor  shall take,  or attempt to take,  any action
that would  result in (i) the release of any interest of Tax Refund Agent or any
Creditor  in the Tax  Refund,  or a  material  adverse  affect on the  rights or
remedies of the Tax Refund Agent or Creditors under the Documents with regard to
the Tax Refund;  and (ii) the  subordination  of its  interest in any of the Tax
Refund to, or placement of its interest in any of the Tax Refund on parity with,
the  interests of any other  Person.  All  reasonable  costs,  fees and expenses
incurred in connection  with a release of Tax Refund,  including all  reasonable
legal fees and expenses of Tax Refund Agent, shall be paid by Parent.

         11. Proceeds of TAX REFUND. All amounts, payments,  property, and other
proceeds received by, or under Tax Refund Agent's control in respect of, the Tax
Refund,  including,  without  limitation,  insurance and condemnation  proceeds,
distributions  from any  bankruptcy or  reorganization  proceedings  or from any
liquidator or receiver of any nature  whatsoever with regards to the Tax Refund,
and  proceeds  of  the  disposition  of or  arising  out of any  Tax  Refund  (a
"Recovery"),  shall  be  promptly  distributed  by the Tax  Refund  Agent to GE,
Tracker and TCFC as set forth below. Each Creditor shall immediately pay over to
Tax Refund Agent,  for the benefit of the  Creditors,  any Recovery  received by
such Creditor.

         Within  three  Business  Days after the  receipt  of a Recovery  by Tax
Refund  Agent,  Tax Refund Agent shall deduct the amount of the Tax Refund Agent
Obligations and all indemnification  amounts due it hereunder and the Tax Refund
Security Documents, and distribute the balance of such Recovery to Creditors for
application to the Obligations in the following order of priority:

         first, to reimburse  Creditors for any costs and expenses and indemnity
obligations  previously  paid or  advanced by such  Creditors  to the Tax Refund
Agent in respect of this Agreement or the Tax Refund;

         second,  33 1/3% to GE,  33 1/3% to  Tracker  and 33 1/3% to TCFC to be
applied to the respective  portion of their  Obligations  solely with respect to
loans made based solely on the Tax Refund..

         third,  so long as no Event of  Default  has  occurred,  any  remaining
amounts shall be paid to Parent,  the Travis Obligors,  or such other Persons as
shall be legally entitled thereto,  otherwise, 33 1/3% to GE, 33 1/3% to Tracker
and 33 1/3% to TCFC to be applied to their  respective  Obligations as they each
deem fit in their respective sole and absolute discretion.

         12. No Impact on Parent's  Obligations.  Nothing contained herein shall
be  deemed  to  affect  the  obligation  of the  Parent  to  timely  pay (or any
Guarantor's obligation to timely pay) the TCFC Debt, the Tracker Debt and the GE
Debt as set forth in the respective Documents.

         13. Returned Recovery. In the event any Creditor or Tax Refund Agent is
required by final order of any court of competent jurisdiction to pay to Parent,
any  Guarantor,  or any of  their  Subsidiaries,  or  any  of  their  respective
successors  or trustees,  a Recovery that had  originally  been received by such
Creditor or Tax Refund Agent (a "Returned Recovery"),  each other Creditor shall
return to Tax Refund Agent all payments such other Creditor  received in respect
of the Recovery relating to such Returned Recovery for (i) payment of all or any
portion of such amount to Parent, a Guarantor, or any of their Subsidiaries,  or
their respective successor or trustee, if applicable,  or (ii) redistribution of
such amount by Tax Refund Agent, with GE receiving 33 1/3%, Tracker receiving 33
1/3% and TCFC  receiving 33 1/3%, in each case,  consistent  with any such court
order.  Such  Creditor or Tax Refund  Agent,  as the case may be, shall  provide
written notice to the other Creditors upon receipt of a final order of any court
requiring  a Returned  Recovery  and each  Creditor  shall  return all  payments
required  under this Section to Tax Refund Agent  within five  Business  Days of
such notice.

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         14.  Representations  and Warranties of TAX REFUND Agent and Creditors.
Each Creditor and Tax Refund Agent respectively  represents and warrants to each
other  Creditor and Tax Refund Agent (in the case of the other  Creditors),  but
not for the benefit of any other  Person  (including,  without  limitation,  the
Parent, any Guarantor or any of their Subsidiaries), that:

         A.  Authorization;  No  Conflict.  The  execution  and delivery of this
Agreement and the performance by it of its obligations  under this Agreement are
within its  corporate  powers,  and have been duly  authorized  by all necessary
corporate action.

         B. Obligations and Tax Refund.  Except as disclosed in the Documents or
otherwise  in writing to the  Creditors  and the Tax  Refund  Agent,  it has not
(other than indirectly through the Tax Refund Agent),  prior to the date of this
Agreement, taken any Security Interest or other right in the Tax Refund.

         C. Independent  Determination of the Creditworthiness of Parent and The
Travis  Obligors.  Each creditor has  independently,  and without relying on any
other  Creditor,  and based on such  documentation  and  information as it deems
appropriate,  made loans to Parent and made its own credit  analysis  of Parent,
The Travis Obligors and their  Subsidiaries  and its decision to enter into this
Agreement. It acknowledges its obligation, independently and without reliance on
any other Creditor and based on such  information and  documentation as it deems
appropriate  from  time to  time,  to  continue  to  make  its  analysis  of the
creditworthiness of Parent, the Travis Obligors,  and their Subsidiaries and its
decisions with respect to taking or not taking action under this Agreement.

         D.  Enforceability.  This Agreement  constitutes  its legal,  valid and
binding obligation  enforceable  against it in accordance with its terms, except
to the  extent  that the  enforceability  thereof  against  it may be limited by
bankruptcy,  insolvency,  reorganization,  moratorium or similar laws  affecting
creditors' rights generally or by equitable principles of general application.

         15. Certain Notices; Access to Information; Cooperation.

         A. Notice of Payment Event of Default,  Commencement  of Action,  Other
Event of Default. Each Creditor shall, within two Business Days of (i) providing
written  notice to Parent or any Guarantor of an Event of Default  involving the
nonpayment of principal or interest of the Parent's Obligations to such Creditor
use reasonable efforts to send written notice to each other Creditor and the Tax
Refund Agent (if  different  than such  Creditor) of such Event of Default,  and
(ii)  commencing  any action or proceeding  against the Parent or any Guarantor,
use  reasonable  efforts  to send  written  notice to each  other  Creditor  (if
different  than  such  Creditor)  of the  commencement  of any  such  action  or
proceeding;  provided,  however,  if no written notice is given to each Creditor
and Tax Refund Agent of any such action or proceeding,  each Creditor  agrees to
use  reasonable  efforts to give  notice to each other  Creditor  and Tax Refund
Agent  (if  different  from  such  Creditor)  within  two  Business  Days of the
commencement of any such action or proceeding. In addition, each Creditor agrees
to use its  reasonable  efforts  to send to each other  Creditor  and Tax Refund
Agent a copy of any  written  notice of a breach or Event of Default  under such
Creditor's  Documents,  within two  Business  Days of sending such notice to the
Parent  or any  Guarantor.  Notwithstanding  the  foregoing  provisions  of this
Section , no Creditor  shall have liability to any other Creditor for failure to
provide any such notice (unless such failure was due to such Creditor's  willful
misconduct).

         B.  Notice of  Bankruptcy.  Each  Creditor  agrees  to make  reasonable
efforts to give notice to each other Creditor and Tax Refund Agent (if different
from such Creditor) on the date of such Creditor having  instituted or caused to
be instituted against the Parent or any Guarantor,  any involuntary petition for
any form of relief under any  provision  of Title 11,  United  States  Code,  as
amended from time to time,  or any other  bankruptcy  or  insolvency  law of any
jurisdiction.

         C. Notice of Acceleration. Each Creditor shall, simultaneously with the
giving of written  notice to the Parent or any Guarantor of an  acceleration  of
the Obligations owing to such Creditor under its respective Documents,  give the
same  notice  to each of the  other  Creditors  and the  Tax  Refund  Agent  (if
different from such Creditor);  provided, however, if no written notice is given
to each Creditor and Tax Refund Agent,  each Creditor  agrees to use  reasonable

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efforts to give notice to each other Creditor and Tax Refund Agent (if different
from such Creditor)  within two Business Days of the  acceleration of any of the
Obligations  owed  to it.  Notwithstanding  the  foregoing  provisions  of  this
Section,  no Creditor  shall have liability to any other Creditor for failure to
provide any such notice (unless such failure was due to such Creditor's  willful
misconduct).

         D. Notice of Cure of Certain  Triggering  Events.  With  respect to the
Creditor(s) who gave notice of the Triggering Event described in clause (iii) of
the definition of Triggering Event, such Creditor(s) shall, promptly upon a cure
of such event (if any) to the  satisfaction of such Creditor,  notify each other
Creditor and the Tax Refund Agent.  If no other  Triggering  Event has occurred,
then the Triggering  Event described in clause (iii) of such definition shall no
longer be in effect at the opening of business on the date of Tax Refund Agent's
receipt of such notice of cure from such  Creditor.  Nothing  contained  in this
Agreement  shall  require  any  Creditor  to agree  that any  breach or Event of
Default under its Documents has been cured by the Parent.

         E.  Cooperation.  At  all  times,  each  Creditor  agrees  to  use  its
commercially  reasonable  efforts  to  be  reasonably  available  to  the  other
Creditors to discuss matters  arising under this Agreement.  Each Creditor shall
also use its commercially  reasonable efforts to cooperate with Tax Refund Agent
and each other Creditor in connection  with any and all  enforcement  efforts of
Tax Refund Agent with respect to the Tax Refund. Each Creditor agrees to use its
good faith reasonable efforts to be available to discuss and, if necessary, make
decisions  regarding possible  enforcement efforts or other actions with respect
to the Tax Refund.

         16. Limitation of Liability. No Creditor assumes any responsibility for
the   representations   or  warranties  nor  for  the  execution,   validity  or
enforceability of the respective Documents of any other Creditor,  nor shall any
Creditor  be under any  obligation  to any other  Creditor to take any action to
protect, preserve or keep insured all or any portion of any of the Tax Refund.

         17. Matters Relating to TAX REFUND Agent.

         A. Duties of Tax Refund  Agent.  Tax Refund Agent shall be  responsible
for the prosecution of all collection and  enforcement  efforts on behalf of the
Creditors against or in respect of Tax Refund,  and in doing so shall follow the
instructions  of all of the Creditors and act with the powers and rights granted
hereunder.

         B. Compensation and Reimbursement of Fees and Expenses.  All Tax Refund
Agent  Obligations  shall  be  reimbursed  to Tax  Refund  Agent by  Parent  and
guarantied by the Travis Obligors.  If Parent or the Travis Obligors fail to pay
any such Tax Refund Agent Obligations as provided for in the Tax Refund Security
Documents  and the  Documents,  Tax Refund Agent shall be entitled to deduct the
amount  of any such Tax  Refund  Agent  Obligations  from each  Recovery  before
distribution  to  Creditors.  If at any  time Tax  Refund  Agent is owed any Tax
Refund Agent  Obligations,  then Tax Refund Agent may demand that the  Creditors
reimburse  Tax Refund Agent for such amounts,  with each Creditor  liable for 33
1/3% of such  total  amount,  and each  Creditor  agrees to  promptly  make such
payment to the Tax Refund Agent upon demand.

         C. General Immunity. Neither Tax Refund Agent nor any of its directors,
officers,  employees,  attorneys, or agents shall be liable to any Creditor, its
officers, directors, employees,  representatives,  attorneys, or agents, for any
action  taken or  omitted  to be  taken  by Tax  Refund  Agent  hereunder  or in
connection  with this Agreement while acting in the capacity of Tax Refund Agent
in the  absence  of the gross  negligence  or willful  misconduct  of Tax Refund
Agent,  as shall have been  determined in a final  non-appealable  judgment of a
court of competent  jurisdiction or in connection with a settlement by which the
Tax Refund Agent is bound.

         D. No Responsibility  for Other Agreements.  Tax Refund Agent shall not
be  responsible  to  any  Creditor  for  any  recitals,   reports,   statements,
representations,  or  warranties  contained  in  any  Documents  or  any  of the
foregoing delivered by the Parent or any Guarantor from time to time, or made at
any time (whether in writing or orally) in connection  with any of the Documents
or any  and  all  instruments,  agreements  or  documents  executed,  issued  or
delivered pursuant thereto, or in connection therewith, or the truth or accuracy
of any of the  foregoing.  Tax Refund  Agent shall not be bound to  ascertain or
inquire  as to the  performance  or  observance  of any  of the  terms  thereof,
including, without limitation, the use by Parent of proceeds of any extension of
credit.

                                  Page 7 of 13
<PAGE>

         E. Right to Indemnity. To the extent and as provided in this Agreement,
the  Acknowledgement and Consent attached hereto, and in the Tax Refund Security
Documents,  Tax  Refund  Agent  shall be  indemnified  by  Parent  (and with the
Parent's  indemnification  obligation  being  guarantied by the Travis Obligors)
against Tax Refund  Agent  Obligations  that may be incurred by Tax Refund Agent
from time to time,  including,  without  limitation,  by reason  of  taking,  or
refraining  from  taking,  any  action  under this  Agreement  or the Tax Refund
Security  Documents.  To the extent Parent and The Travis Obligors shall fail to
perform any such indemnity  obligation to Tax Refund Agent promptly upon demand,
then each Creditor (without any further action by any such Creditor),  agrees to
indemnify  and hold  harmless  Tax Refund  Agent from and against 33 1/3% of any
liability,  obligation,  claim, suit, judgment or expense, including legal fees,
court  costs  and  costs  of  investigating  and  settling  any  claim  or  suit
(collectively, "Indemnifiable Claims") incurred, arising or alleged to have been
incurred or have  arisen,  in  connection  with an act or omission of Tax Refund
Agent in connection with its performance as Tax Refund Agent, unless arising out
of the gross  negligence or willful  misconduct of Tax Refund Agent and promptly
upon demand to pay such amounts to the Tax Refund Agent.

         F. Action on Instructions. Tax Refund Agent shall in all cases be fully
protected in acting,  or in refraining from acting,  under this Agreement or any
of the Documents,  if done or omitted in accordance  with the instruction of all
of the Creditors, as applicable,  and such instructions and any action taken, or
not taken, by Tax Refund Agent pursuant to such instructions shall be binding on
all of the Creditors.

         G.  Employment of Agents and Counsel.  Tax Refund Agent may execute any
of  its  duties  under  this   Agreement  by  or  through   employees,   agents,
representatives,  and  attorneys-in-fact.  Tax Refund Agent shall be entitled to
employ,  rely upon, and receive advice of counsel (including counsel who are the
employees  of Tax  Refund  Agent)  concerning  all  matters  pertaining  to this
Agreement,  including,  without  limitation,  matters  pertaining  to the agency
hereby created.

         H.  Reliance  on  Documents  and  Counsel.  Tax Refund  Agent  shall be
entitled  to rely upon any  notice,  consent,  waiver,  amendment,  certificate,
affidavit,  letter, telecopy,  telegram,  statement, paper or document executed,
delivered or issued pursuant to, or in connection with, this Agreement or any of
the  Documents,  believed  by it in good faith to be genuine  and correct and to
have been  signed or sent by the proper  Person or  Persons,  and, in respect to
legal matters,  upon the opinion of counsel (including counsel who are employees
of Tax Refund Agent) selected by Tax Refund Agent.

         I. May Treat  Payee as Owner.  Tax Refund  Agent may deem and treat the
signatories to this Agreement and the assignees  thereof  permitted under the GE
Agreement (in the case of the GE Debt) or permitted under the TCFC Agreement (in
the case of the TCFC Debt) and which, in the case of any assignee,  has complied
with the terms of Section 18, as the owners of the Obligations, unless and until
a written  notice of the assignment or transfer of such  Obligations  shall have
been received by Tax Refund Agent.

         J. Rights as a Creditor.  With respect to the  Obligations,  Tax Refund
Agent (if it is a Creditor),  in its  individual  capacity as a Creditor,  shall
have and may exercise the same rights and powers  under this  Agreement  and its
Documents as any other Creditor has under this Agreement and its Documents.  The
terms  "Creditor"  and  "Creditors,"  shall  include  Tax  Refund  Agent  in its
individual capacity as Creditor. Tax Refund Agent (if it is a Creditor),  in its
individual capacity as a Creditor,  may accept deposits from, lend money to, and
generally  engage in any kind of  banking or trust  business  with  Parent,  The
Travis Obligors or any of their Subsidiaries as if it were not Tax Refund Agent.

         K.  Resignation or Replacement of Tax Refund Agent. Tax Refund Agent at
any time may  resign,  effective  upon  thirty  (30) days prior  written  notice
executed and delivered by Tax Refund Agent to each of the Creditors.  Tax Refund
Agent may be removed at any time  effective upon thirty (30) days' prior written
notice  executed and  delivered  by duly  authorized  signatories  of 2/3 of the
Creditors to Tax Refund Agent (a "Removal Notice"). Upon any such resignation or
removal, without any other formality, other than the appointment and designation
in writing of a  replacement  Tax Refund  Agent as described  herein,  a copy of
which  instrument  or  writing  shall be sent to each of the  Creditors  and Tax
Refund Agent, Creditors may appoint a successor to Tax Refund Agent, which shall
be a financial  institution or financial services entity (i) organized under the
laws of the  United  States of  America  or any state  thereof,  (ii) that has a
combined capital and retained  earnings of not less than  $500,000,000 and (iii)
whose long-term  unsecured debt  obligations  are rated "A" by Moody's  Investor
Service, Inc. and its successors,  or "A" or higher by Standard & Poor's Ratings
Services,  presently  a division of The  McGraw-Hill  Companies,  Inc.,  and its

                                  Page 8 of 13
<PAGE>

successors  (or any equivalent  rating if such ratings no longer exist).  One or
more such  appointments  and  designations of a successor Tax Refund Agent shall
not exhaust  the right to appoint and  designate  further  successor  Tax Refund
Agents  hereunder.  Notwithstanding  anything to the contrary  contained in this
Section,  the  resigning  or removed Tax Refund  Agent shall be  discharged  and
released from its duties and obligations hereunder and such successor Tax Refund
Agent shall succeed to and become vested with all the rights, powers, privileges
and duties conferred hereby and by the other Documents upon the Tax Refund Agent
named  herein,  when all the Tax Refund  held by the  resigning  or removed  Tax
Refund  Agent  has been  delivered  to the  successor  Tax  Refund  Agent,  such
successor  Tax Refund  Agent has  executed  and  delivered  to each  Creditor an
instrument  accepting such  appointment  and the resigning or removed Tax Refund
Agent and such  successor  Tax Refund  Agent have  executed and  delivered  such
filings, recordings and other instruments (including,  without limitation, UCC-3
assignments)  as are necessary to evidence the appointment of such successor Tax
Refund Agent. If no successor shall be appointed and approved on or prior to the
third (3rd) business day preceding the effective date of any such resignation or
removal,  a resigning  Tax Refund Agent may appoint a successor Tax Refund Agent
in accordance  with the  requirements  above for  appointment of a successor Tax
Refund Agent by  Creditors or a removed or resigning  Tax Refund Agent may apply
to any court of  competent  jurisdiction  to appoint a successor  to act until a
successor shall have been appointed by Required Creditors as above provided.

         L.  Authority to Represent  Creditors.  Whenever Tax Refund Agent shall
take any action  provided by this  Agreement  to be taken by Tax Refund Agent on
behalf of Creditors  or any  Creditor,  all Persons  shall be entitled to assume
that Tax Refund Agent is fully  authorized to act on behalf of Creditors or such
Creditor.

         18.  Subsequent  Creditors.  This Agreement  shall be binding upon, and
inure to the  benefit of and be  enforceable  by, the  Creditors,  each of their
respective  successors,  transferees  and assigns and each person or entity that
purchases a participation  in the Obligations.  All Creditors,  other than those
originally executing this Agreement, who hereafter become Creditors,  whether as
a  successor  to a  Creditor  or by  assignment  of any  interest  in any of the
Obligations  owed to any Creditor who is signatory to this Agreement on the date
of this Agreement,  shall  immediately upon becoming a successor thereof or as a
condition to the assignment of any such  interest,  as the case may be, agree in
writing  to be bound by the terms  hereof by  executing  a  counterpart  of this
Agreement.  Each Creditor represents and warrants to the other Creditors and Tax
Refund  Agent  that as of the date  hereof  it has not  sold  any  participation
interest in or pledged or  otherwise  collaterally  assigned any interest in the
Obligations  owed  to it.  Each  Creditor  agrees  that  it will  not  sell  any
participation  interest  in or  pledge  or  otherwise  collaterally  assign  any
interest in such  obligations  unless such  disposition  is made  subject to the
terms of this Agreement.  GE hereby agrees that, upon request,  it will promptly
enter into an agreement on substantially  identical terms as this Agreement with
any Person that  succeeds to or replaces  TCFC or Tracker in providing a similar
type of financing to Borrower;  TCFC hereby agrees that,  upon request,  it will
promptly  enter  into an  agreement  on  substantially  identical  terms as this
Agreement  with any Person that  succeeds  to or  replaces  the GE or Tracker in
providing a similar type of financing to Borrower.  Tracker  hereby agrees that,
upon  request,  it will  promptly  enter  into  an  agreement  on  substantially
identical  terms as this  Agreement with any Person that succeeds to or replaces
the GE or TCFC in providing a similar type of financing to Borrower.

         19.  Repayment  of TCFC,  tracker  and GE. In the event that either GE,
Tracker or TCFC are repaid in full,  then the remaining  Creditors may, at their
option,  keep this Agreement in place so that the Tax Refund Agent shall remain,
or cause the Tax Refund Agent to assign its Security  Interests to the remaining
Creditors (or their designees),  all without affecting or impairing the Security
Interests,   rights  or  remedies  of  Tax  Refund  Agent,  including,   without
limitation, the priority of such Security Interests.

         20.  Negotiated  Transaction.  Each Creditor,  and the Tax Refund Agent
each represent to each other party hereto that in the  negotiation  and drafting
of this Agreement each has been represented by and has relied upon the advice of
counsel of its choice.  Each  Creditor  and the Tax Refund Agent affirm that its
counsel has had a  substantial  role in the  drafting  and  negotiation  of this
Agreement;  therefore,  this  Agreement  will be deemed  drafted  by each of the
parties hereto,  and the rule of construction to the effect that any ambiguities
are  to  be  resolved   against  the  drafter   will  not  be  employed  in  the
interpretation of this Agreement.

         21. Relationship among Creditors; No Joint Venture. Except for purposes
of Tax Refund Agent  perfecting its Security  Interests in the Tax Refund in all
appropriate  jurisdictions,  notwithstanding  anything  to the  contrary  herein
contained  or implied,  no Creditor by this  Agreement  nor any action  pursuant
hereto,  shall be deemed to be a partner of, or joint  venturer  with, any other
Creditor or Tax Refund Agent,  and each Creditor hereby agrees to defend against
any construction, judicial or otherwise, of the parties' relationship as such.

                                  Page 9 of 13
<PAGE>

         22.  No Third  Party  Rights.  All of the  understandings,  agreements,
representations  and warranties  contained  herein are solely for the benefit of
Creditors,  and there are no other Persons,  including,  without  limitation the
Parent or any of its  Subsidiaries  (including  the  Travis  Obligors),  who are
intended  to be  benefited,  in any  way  whatsoever,  by this  Agreement.  This
Agreement is solely for the benefit of the parties hereto and the Creditors, and
their respective successors and assigns, and no other Person (including, without
limitation,  Parent  or any  Guarantor)  has any  right,  benefit,  priority  or
interest under,  or because of the existence of, this  Agreement;  consequently,
neither the Parent,  the Travis Obligors nor any other Persons shall be entitled
to rely upon, or to raise as a defense, in any manner whatsoever, the provisions
of this Agreement or the failure of any Creditor to comply with such provisions.

         23. This Agreement Controls over Conflicting  AgreemenTS.  With respect
to the  parties  hereto,  in the  event  the  terms  of any  other  document  or
agreement, including, without limitation, any Document, conflicts with the terms
of this Agreement, the applicable provision of this Agreement shall be deemed to
govern and control in all circumstances and in all respects.

         24. Continuing Agreement.  This Agreement shall constitute a continuing
agreement of subordination.  TCFC, GE and Tracker may, with or without notice to
each other or any other  Person and without in any way  impairing  or  affecting
this  Agreement:  (A) lend  monies,  extend  additional  credit  and make  other
financial  accommodations to or for the account of the Parent, the TCFC Obligors
or the GE Obligors (as appropriate) on the faith hereof; (B) enter into any such
agreement or  agreements  with the Parent,  the TCFC Obligors or the GE Obligors
(as  appropriate)  as each may deem  proper  extending  the time of  payment  or
renewing or otherwise  altering the terms of any of the Tracker Debt,  TCFC Debt
or the GE Debt,  as  applicable;  or (C) assign,  exchange,  participate,  sell,
surrender,  or  otherwise  deal with the  Tracker  Loan  Documents,  the GE Loan
Documents or the TCFC Loan Documents (as  appropriate)  and any security for the
Tracker Debt, the TCFC Debt or the GE Debt, as applicable.

         25.  Waiver.  No waiver shall be deemed to be made by any party to this
Agreement of any of rights hereunder  unless same shall be in writing,  and each
waiver,  if any,  shall be a waiver only with respect to the  specific  instance
involved  and shall in no way impair the rights  and/or the  obligations  of the
waiving party in any other respect or at any other time.

         26. Binding Agreement; Entire Agreement;  Governing Law. This Agreement
shall inure to the benefit of and be binding upon the executors, administrators,
personal  representatives,  successors  and  assigns  of  the  parties  to  this
Agreement.  This Agreement  represents the entire agreement  between the parties
with respect to the subject matter hereof.  This Agreement shall be governed and
_______ in accordance with the laws of the State of Illinois.

         27. Severability. If any provision of this Agreement or the application
thereof  to any party or  circumstance  is held  invalid or  unenforceable,  the
remainder of this  Agreement  and the  application  thereof to other  parties or
circumstances will not affected thereby,  the provisions of this Agreement begin
severable in any such instance.

         28. Counterparts.  This Agreement may be executed in counterparts, each
of which may be deemed an  original  but all of which shall  constitute  but one
instrument.

         29.   Notices.   All   notices,   demands,   instructions   and   other
communications  required  or  permitted  to be given to or made  upon any  party
hereto shall be in writing personally  delivered or sent by overnight courier or
by  facsimile  machine,  and shall be deemed  to be given for  purposes  of this
Agreement on the day that such writing is delivered or sent by facsimile machine
or one (1) day after such notice is sent by  overnight  courier to the  intended
recipient  thereof in accordance  with the provisions of this Section 29. Unless
otherwise  specified  in a  notice  sent or  delivered  in  accordance  with the
foregoing  provisions of this Section 29 of this  Agreement,  notices,  demands,
instructions and other  communications in writing shall be given to or made upon
the respective parties hereto at their respective  addresses  indicated for such
party below:


                                  Page 10 of 13
<PAGE>


         If to TCFC or Tax Refund Agent:        Transamerica Commercial Finance
                                                 Corporation
                                                5595 Trillium Boulevard
                                                Hoffman Estates, Illinois 60192
                                                Attn:  Sally Munn
                                                Phone:  (847) 747-7405
                                                Fax No.:  (847) 747-7461

         With a copy to:                        Steven Bright, Esq.
                                                Levenfeld Pearlstein
                                                211 Waukegan Road
                                                Suite 300
                                                Northfield, Illinois 60093
                                                Phone:  (847) 847-2175
                                                Fax:  (847) 441-9976

         If to GE:                              GE Commercial Distribution
                                                 Finance Corporation
                                                5480 Corporate Drive,
                                                Suite 300
                                                Troy, MI 48098
                                                Attn: T. Bowen & L. Oliver
                                                Phone: (248) 267-7900
                                                Fax No.: (248) 641-9840

         With a copy to:                        GE Commercial Distribution
                                                 Finance Corporation
                                                655 Maryville Centre Drive
                                                St. Louis, MO 63141
                                                Attn:  General Counsel
                                                Phone:  (314) 523-3000
                                                Fax No.:  (314) 523-3190

         If to Tracker:                         TMRC, L.L.P.
                                                c/o Tracker Marine LLC
                                                2500 East Kearny Street
                                                Springfield, MO 65803
                                                Attention:  Kenneth N. Burroughs
                                                Fax No.:  (417) 873-5052

         With a copy to:                        Gallop, Johnson & Neuman, L.C.
                                                101 South Hanley Road,
                                                Suite 1600
                                                St. Louis, MO 63105
                                                Attention:
                                                          Robert H. Wexler, Esq.
                                                Fax No.: (314) 615-6001


         30.  JURISDICTION;  WAIVER. THE PARTIES ACKNOWLEDGE THAT THIS AGREEMENT
IS BEING  SIGNED BY IN PARTIAL  CONSIDERATION  OF THEIR  RIGHT TO ENFORCE IN THE
JURISDICTION  STATED  BELOW THE  TERMS AND  PROVISIONS  OF THIS  AGREEMENT.  ALL
PARTIES  CONSENT  TO  JURISDICTION  IN THE  STATE OF  ILLINOIS  AND VENUE IN ANY
FEDERAL OR STATE  COURT IN THE COUNTY OF COOK FOR SUCH  PURPOSES  AND WAIVES ANY
AND ALL RIGHTS TO CONTEST SAID  JURISDICTION  AND VENUE AND ANY  OBJECTION  THAT
SAID  COUNTY IS NOT  CONVENIENT.  AL PARTIES  WAIVE ANY RIGHTS TO  COMMENCE  ANY
ACTION AGAINST IN ANY  JURISDICTION  EXCEPT THE AFORESAID  COUNTY AND STATE. ALL
PARTIES HEREBY EACH EXPRESSLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY
ACTION,  PROCEEDING OR  COUNTERCLAIM  BROUGHT BY ANY OF THE PARTIES  AGAINST ANY
OTHER PARTY WITH RESPECT TO ANY MATTER WHATSOEVER RELATING TO, ARISING OUT OF OR
IN ANY WAY CONNECTED WITH THIS AGREEMENT.

                                  Page 11 of 13
<PAGE>

 [THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOW]
















                                  Page 12 of 13
<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first above written.


         TCFC:                          TRANSAMERICA COMMERCIAL FINANCE
                                        CORPORATION


                                        By:_________________________________

                                        Title:  Vice President



         GE:                            GE COMMERCIAL DISTRIBUTION FINANCE
                                        CORPORATION


                                        By:________________________________

                                        Title:______________________________


         TRACKER:                       TMRC, L.L.P.


                                        By: ________________________________

                                        Title: _______________________________


         Tax Refund Agent:              TRANSAMERICA COMMERCIAL FINANCE
                                        CORPORATION



                                        By:________________________________

                                        Title:_______________________________




                                  Page 13 of 13
<PAGE>





                                   SCHEDULE I
                                       TO
                             INTERCREDITOR AGREEMENT


                            GE Obligors and Locations
                            -------------------------

1.       Travis Boats & Motors, Inc.
2.       TBC Arkansas, Inc.
3.       Travis Boating Center Arlington, Inc.
4.       Travis Boating Center Beaumont, Inc.
5.       Travis Boating Center  Oklahoma, Inc.
6.       Travis Boating Center Tennessee, Inc.
7.       Travis Snowden Marine, Inc.
8.       Falcon Marine, Inc.
9.       Falcon Marine Abilene, Inc.
10.      Travis Boating Center Alabama, Inc.
11.      Travis Boating Center Louisiana, Inc.
12.      Travis  Boats  &  Motors  Baton  Rouge,  Inc.
13.      Travis  Boating  Center Mississippi,  Inc.
14.      Red River Marine Arkansas, Inc.
15.      Travis Boating Center Little Rock, Inc.
16.      Shelby Marine Center, Inc.
17.      Shelby Marine Pickwick, LLC





<PAGE>



                                   SCHEDULE II
                                       TO
                             INTERCREDITOR AGREEMENT


                           TCFC Obligors and Locations
                           ---------------------------



1. Travis Boats & Motors, Inc.
2. Travis Boating Center Florida,  Inc.
3. Travis Boating Center Georgia, Inc.
4. TBC Management, Inc.
5. TBC Management,  Ltd.
6. Adventure  Marine Center,  Inc.
7. Adventure  Marine South, Inc.
8. Adventure Boat Brokerage, Inc.