EXHIBIT 10.73

                 AMENDMENT NO. 4 TO TRAVIS BOATS & MOTORS, INC.
                           LOAN AND SECURITY AGREEMENT


         Amendment No. 4 to Loan and Security Agreement dated as of December __,
2002, by and between TRANSAMERICA  COMMERCIAL FINANCE CORPORATION ("Lender") and
the Persons listed on Schedule I attached hereto (individually, a "Borrower" and
collectively, the "Borrowers").

                                P R E A M B L E:
                                - - - - - - - -

         Pursuant  to that  certain  Loan  and  Security  Agreement  dated as of
January 28, 2000, as amended from time to time by and among Lender and Borrowers
(collectively, the "Loan Agreement"), Lender made certain financing available to
Borrowers.   Borrowers  have  requested  Lender  to  modify  certain  terms  and
provisions  of the  Documents.  Lender has  agreed to do so,  upon the terms and
conditions of this Amendment.

         NOW, THEREFORE, in consideration of the premises which are incorporated
herein by this reference and constitute an integral part of this Amendment,  the
execution and delivery of this Amendment and the mutual covenants and agreements
hereafter set forth, the parties hereto agree as follows:

         1. Section 1.1(F) of the Loan Agreement is amended to read as follows:

                  "(F) "Borrowing Base" shall mean the sum of the following from
                  time  to  time,  less  any  reserves  as  Lender  in its  sole
                  discretion   elects:  (i)  97%  of  Borrowers'  then  existing
                  Eligible  Inventory  A1,  plus  (ii) 100% of  Borrowers'  then
                  existing  Eligible  Inventory A2, plus (iii) 92% of Borrowers'
                  then  existing  Eligible  Inventory  B1, plus plus (iv) 92% of
                  Borrowers' then existing  Eligible  Inventory B2, plus (v) 75%
                  of Borrowers' then existing  Eligible  Inventory C1; plus (vi)
                  75% of Borrowers'  then existing  Eligible  Inventory  C2;plus
                  (vii) 95% of Borrowers'  then existing  Eligible  Inventory D;
                  plus (viii) 90% of Borrowers' then Eligible  Inventory E, plus
                  (ix) 75% of the NADA "low wholesale"  value of Borrowers' then
                  Eligible  Inventory  F,  plus  (x)  the  lesser  of (A) 50% of
                  Borrowers'  then Eligible  Inventory G; or (B)  $1,100,000.00,
                  plus (xi) the then Eligible Inventory H Amount, plus (xii) 80%
                  of Borrower's Eligible Accounts Receivable."

         2. Section 1.1(O) of the Loan Agreement is amended to read as follows:

                  "(O)  "DFS"  shall  mean GE  Commercial  Distribution  Finance
                  Corporation, and its successors and assigns."

         3.  Sections  1.1(V)  through (Y) of the Loan  Agreement are amended to
read as follows:

                  "(V)  "Eligible  Inventory"  shall mean such  Inventory of any
                  Borrower located on the Collateral Locations for such Borrower
                  that Lender deems in its reasonable discretion to be eligible.
                  Without  limitation of the foregoing,  unless otherwise agreed
                  to by the Lender, the following shall not constitute  Eligible
                  Inventory for any Borrower:  (i) Inventory which is in transit
                  from its manufacturer; (ii) Inventory which is not in good and
                  merchantable  condition,  or not  either  currently  usable or
                  currently  salable in the  ordinary  course of any  Borrower's
                  business;  (iii) Inventory  which is obsolete;  (iv) Inventory
                  which the Lender determines, in the exercise of its reasonable
                  discretion  and in  accordance  with  the  Lender's  customary
                  reasonable  business  practices  and  in  good  faith,  to  be

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                  unacceptable due to age, type,  category and/or quantity;  (v)
                  Inventory  with  respect to which the  Lender  does not have a
                  first  and  valid  fully  perfected  security  interest;  (vi)
                  Inventory  which is stored  with on a  bailment,  consignment,
                  warehouse  or similar  third  party  arrangement,  unless such
                  bailee, consignee,  warehouse Person, or other third party, as
                  applicable,  delivers  to  Lender  an  agreement  in form  and
                  substance   satisfactory  to  Lender;  (vii)   work-in-process
                  inventory;  (viii)  Inventory  not  located on the  Collateral
                  Locations of such Borrower; (ix) demonstration models; and (x)
                  all Inventory (including,  but not limited to, all watercraft,
                  watercraft motors and watercraft  trailers) that is subject to
                  a Vendor Repurchase  Agreement purchased on open account after
                  December 20, 2002.

                   (W) (i) "Eligible Inventory A1" shall mean such then Eligible
                  Inventory of any Borrower purchased from a Vendor on or before
                  December  20,  2002  that is up to 540  days  from the date of
                  purchase  by such  Borrower  which  the  Lender  deems  in its
                  reasonable discretion to be eligible that is manufactured by a
                  Vendor  subject  to a Vendor  Repurchase  Agreement.  Eligible
                  Inventory A1 shall include returned and repossessed  Inventory
                  that is unused, undamaged which any Borrower intends to resell
                  to another Person.

                           (ii)  "Eligible  Inventory  A2" shall  mean such then
                  Eligible  Inventory  of any Borrower  purchased  from a Vendor
                  after  December  20, 2002 that is up to 540 days from the date
                  of purchase  by such  Borrower  which the Lender  deems in its
                  reasonable discretion to be eligible that is manufactured by a
                  Vendor subject to a Vendor Repurchase  Agreement and which was
                  paid for  directly  by Lender to Vendor by the  issuance of an
                  Inventory  Loan  in  accordance   with  Section  2.3  of  this
                  Agreement.  Eligible  Inventory A2 shall include  returned and
                  repossessed  Inventory  that is  unused,  undamaged  which any
                  Borrower intends to resell to another Person.

                  (X) (i) "Eligible Inventory B1" shall mean such  then Eligible
                  Inventory of any Borrower purchased from a Vendor on or before
                  December  20,  2002 that is between  541 and 730 days from the
                  date of purchase by such  Borrower  which the Lender  deems in
                  its reasonable  discretion to be eligible that is manufactured
                  by a Vendor subject to a Vendor Repurchase Agreement. Eligible
                  Inventory B1 shall include returned and repossessed  Inventory
                  that is unused, undamaged which any Borrower intends to resell
                  to another Person.

                           (ii)  "Eligible  Inventory  B2" shall  mean such then
                  Eligible  Inventory  of any Borrower  purchased  from a Vendor
                  after  December 20, 2002 that is between 541 and 730 days from
                  the date of purchase by such  Borrower  which the Lender deems
                  in  its   reasonable   discretion   to  be  eligible  that  is
                  manufactured  by  a  Vendor  subject  to a  Vendor  Repurchase
                  Agreement  and which was paid for directly by Lender to Vendor
                  by the  issuance  of an  Inventory  Loan  in  accordance  with
                  Section 2.3 of this  Agreement.  Eligible  Inventory  B2 shall
                  include  returned and  repossessed  Inventory  that is unused,
                  undamaged  which any  Borrower  intends  to resell to  another
                  Person.

                  (Y)  (i) "Eligible Inventory C1" shall mean such then Eligible
                  Inventory of any Borrower purchased from a Vendor on or before
                  December  20,  2002 that is between 731 and 1094 days from the
                  date of purchase by such  Borrower  which the Lender  deems in
                  its reasonable  discretion to be eligible that is manufactured
                  by a Vendor subject to a Vendor Repurchase Agreement. Eligible
                  Inventory C1 shall include returned and repossessed  Inventory


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<PAGE>

                  that is unused, undamaged which any Borrower intends to resell
                  to another Person.

                           (ii)  "Eligible  Inventory  C2" shall  mean such then
                  Eligible  Inventory  of any Borrower  purchased  from a Vendor
                  after December 20, 2002 that is between 731 and 1094 days from
                  the date of purchase by such  Borrower  which the Lender deems
                  in  its   reasonable   discretion   to  be  eligible  that  is
                  manufactured  by  a  Vendor  subject  to a  Vendor  Repurchase
                  Agreement  and which was paid for directly by Lender to Vendor
                  by the  issuance  of an  Inventory  Loan  in  accordance  with
                  Section 2.3 of this  Agreement.  Eligible  Inventory  C2 shall
                  include  returned and  repossessed  Inventory  that is unused,
                  undamaged  which any  Borrower  intends  to resell to  another
                  Person.

         4. The "Documents", as defined in Section 1.1(S) of the Loan Agreement,
shall  include,  without  limitation,  the Loan  Agreement,  as  amended by this
Amendment and any other amendments and/or restatements to the Loan Agreement and
the Guaranties,  as confirmed,  reaffirmed and amended by the  Confirmations  of
Guaranties, and as may be further confirmed, reaffirmed and amended from time to
time.

         5. Section 1.1(JJ) of the Loan Agreement is amended to read as follows:

                  "(JJ) "General Intangibles" shall mean all general intangibles
                  (as such term is defined in the UCC) owned by any  Borrower or
                  any   Guarantor,   including,   but  not  limited  to  payment
                  intangibles,  goodwill,  software,  trademarks,  trade  names,
                  licenses,    patents,    patent   applications,    copyrights,
                  inventions,  franchises,  books and records of any Borrower or
                  any Guarantor, designs, trade secrets, registrations,  prepaid
                  expenses, all rights to and payments of refunds, overpayments,
                  rebates and return of monies,  including,  but not limited to,
                  sales tax refunds,  tax refunds,  tax refund claims and rights
                  to and  payments of  refunds,  overpayments  or  over-fundings
                  under any pension,  retirement or profit sharing plans and any
                  guarantee,  security  interests or other  security  held by or
                  granted to any Borrower or any Guarantor to secure  payment by
                  an Account Debtor of any of the Accounts  Receivable.  Without
                  limitation of the foregoing, General Intangibles shall include
                  the Parent Income Tax Claim/Refund"

         6. Section 1.1(VV) of the Loan Agreement is amended to read as follows:

                  "(vv) "Loan" shall mean  individually,  and "Loans" shall mean
                  collectively, each of the Revolving Loans and each of the Draw
                  Loans."

         7. Section 1.1(YY) of the Loan Agreement is amended to read as follows:

                  "(YY) "Maximum  Credit Amount" shall mean (a) commencing  with
                  the  Amendment No. 4 Closing Date and  continuing  through and
                  including March 31, 2003,  $31,500,000.00 United States Funds;
                  and (ii)  commencing  on April 1, 2003 and  continuing  at all
                  times thereafter, $29,500,000.00, United States Funds."

         8.  Sections  1.1(RRR) and (SSS) of the Loan  Agreement  are amended to
read as follows:

                  "(RRR)  "Tangible Net Worth" shall mean as of any date the sum
                  of the Travis Entities' (i) net worth as reflected on its last
                  twelve-month  consolidated fiscal financial  statements,  plus
                  (ii) net  earnings  since the end of such  fiscal  year,  both
                  after  provision for taxes and with Inventory  determined on a
                  first in, first out basis plus (iii)  Subordinated  Debt,  and

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<PAGE>

                  plus  (iv)  unamortized  income,  less  the sum of the  Travis
                  Entities'   (a)   intangible   assets,   including,    without
                  limitation,  unamortized  leasehold  improvements,   goodwill,
                  franchises,   licenses,   patents,  trade  names,  copyrights,
                  service marks,  brand names,  covenants not to compete and any
                  other  asset  which  would be treated as an  intangible  under
                  generally accepted accounting principles; (b) prepaid expenses
                  (however such item shall not include prepaid  inventory);  (c)
                  franchise  fees;  (d)  notes,  Accounts  Receivable  and other
                  amounts owed to it by any guarantor,  Affiliate or employee of
                  any Travis  Entity;  (e) losses  since the end of such  fiscal
                  year; (f) interest in the cash surrender value of officer's or
                  shareholder's life insurance  policies;  (g) income not earned
                  as of the date of any such  calculation;  and (h) deferred tax
                  benefits, whether short-term or long-term."


                  "(SSS) "Termination Date" shall mean April 30, 2003."

         9.  New  Sections  1.1(UUUU)  through  (GGGGG)  are  added  to the Loan
Agreement as follows:

                  "(UUUU)  "Amendment  No. 4 Closing  Date"  shall mean the date
                  upon which all of the terms and  conditions of Amendment No. 4
                  to  this   Agreement   have  been  met  or  fulfilled  to  the
                  satisfaction of Lender.

                  (VVVV)  "Approval" and "Approvals" shall have the meanings set
                  forth in Section 2.3(A) of this Agreement. .

                   (WWWW) "Approval  Representation" shall mean, with respect to
                  any  request for an  Approval  received  by Lender,  a written
                  acknowledgement,  consent and  representation  by Borrowers to
                  such Approval which shall provide,  without  limitation,  that
                  Borrowers  (i) approve and  consent to such  Approval  and the
                  sale  of  the  Inventory  relating  to  such  Approval  by the
                  applicable  Vendor  to  the  specified   Borrower;   and  (ii)
                  represent  and warrant to Lender that such  Approval  does not
                  relate to any Inventory either (i) previously  financed for or
                  on behalf  of any of the  Travis  Entities  at any time by any
                  Person,  or (ii)  sold at any  time by any  Vendor  on an open
                  account  ,  consignment  or COD  basis  to  any of the  Travis
                  Entities.

                  (XXXX)   "Collateral   Assignment   of   Parent   Income   Tax
                  Claim/Refund" shall have the meaning set forth in Section 3.12
                  of this Agreement.

                  (YYYY)  "December 2002  Overadvance"  shall mean (i) as of the
                  Amendment No. 4 Closing Date, $596,699.00;  and (ii) following
                  the  Amendment  No. 4  Closing  Date,  $596,699.00  minus  the
                  mandatory  principal payments by Borrowers to Lender from time
                  to time  required to be made by Borrowers  pursuant to Section
                  2.5 (B) of  this  Agreement  upon  the  sale  of any  Eligible
                  Inventory H.

                  (ZZZZ)  "Draw Loan" and "Draw  Loans"  shall have the meanings
                  set forth in Section 2.9 of this Agreement..

                  (AAAAA)  "Draw  Facility"  shall have the meaning set forth in
                  Section 2.9 of this Agreement.

                  (BBBBB)  "Eligible  Inventory H" shall mean such then Eligible
                  Inventory  of  any  Borrower   consisting  of  watercraft  and
                  watercraft motors listed on Exhibit 1.1(BBBBB) attached hereto

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<PAGE>

                  that is 1095 or more  days from the date of  purchase  by such
                  Borrower which the Lender deems in its  reasonable  discretion
                  to be eligible that is  manufactured  by a Vendor subject to a
                  Vendor  Repurchase  Agreement.   Eligible  Inventory  H  shall
                  include  returned and  repossessed  Inventory  that is unused,
                  undamaged  which any  Borrower  intends  to resell to  another
                  Person.

                  (CCCCC)  "Eligible  Inventory H Amount" shall mean (i) through
                  April  30,  2003,  the  lesser  of (a) the then  amount of the
                  December  2002  Overdvance;  or  (b)  65% of  Borrowers'  then
                  existing  Eligible  Inventory  H, and (ii)  zero at all  other
                  times;

                  (DDDDD)   "Inventory   Loan"  shall  mean   individually   and
                  "Inventory  Loans" shall mean collectively each Revolving Loan
                  disbursed  by  Lender  directly  to  Vendors  solely  for  the
                  acquisition  of  Inventory  subject to an Approval by Borrower
                  from the Vendors.

                  (EEEEE) "Parent Income Tax Claim/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.

                  (FFFFF) "Tracker Financing" shall mean any financing of any of
                  the  Travis  Entities  done by  Tracker  or any  Affiliate  of
                  Tracker at any time or from time to time,  including,  but not
                  limited to, that  certain  financing  more fully  described in
                  that certain Loan and Security  Agreement dated as of the date
                  of Amendment No. 4 to this Agreement by and between Parent and
                  Tracker, as may be amended, extended,  renewed,  supplemented,
                  replaced and/or restated from time to time.

                  (GGGGG)  "Working  Capital Loan" shall mean  individually  and
                  "Working   Capital  Loans"  shall  mean   collectively,   each
                  Revolving  Loan other than an Inventory  Loan made to Borrower
                  for working capital purposes..

         10. Section 2.1 of the Loan Agreement is amended to read as follows:

                  "SECTION 2.1. LOAN AMOUNT. Subject to the terms and conditions
                  of this  Agreement,  on the Amendment No. 4 Closing Date,  the
                  Lender shall make loans in the aggregate to the Borrowers on a
                  revolving basis (such loans being herein called individually a
                  "Revolving Loan" and collectively the "Revolving  Loans") from
                  time to time in such amounts as the Borrowers may from time to
                  time  request  up to the  lesser  of (A)  the  Maximum  Credit
                  Amount;  or (B) the  Borrowing  Base  from  time to time  (the
                  lesser  of (A) or (B)  shall be  referred  to as the  "Line of
                  Credit"); provided, however, that (i) Eligible Inventory shall
                  be valued at the lower of cost or market value using the first
                  in,  first out method of inventory  accounting;  and (ii) each
                  borrowing  by  any  Borrower  hereunder  with  respect  to any
                  Revolving Loan shall be in the aggregate  principal  amount of
                  at  least  (a)  $1,000.00  if made  directly  to a  vendor  of
                  Inventory  subject to a Vendor Repurchase  Agreement;  and (b)
                  $1,000.00 if made directly to Borrowers;  and (iii) repayments
                  from time to time of the Line of Credit  shall be available to
                  be  reborrowed  pursuant to the terms and  conditions  of this
                  Agreement;  and (iv) if the Revolving Loans outstanding at any

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<PAGE>

                  time or from  time to time  exceeds  the  advance  limitations
                  described above,  Borrowers shall pay in immediately available
                  funds  to the  Lender  a  principal  payment  in  such  amount
                  necessary to eliminate such excess  contemporaneously with the
                  delivery of any borrowing  base  certificate to Lender showing
                  any such excess  and/or demand by Lender at any other time any
                  such  excess  occurs  as   determined   by  Lender;   and  (v)
                  notwithstanding anything else contained in this Agreement, (I)
                  upon the occurrence and continuance of any Event of Default or
                  any event  which,  with the giving of notice,  the  passage of
                  time,  or both,  would  result in an Event of Default,  and in
                  every such  event,  the Lender  may,  in its sole  discretion,
                  immediately  cease to make Revolving  Loans; and (b) Borrowers
                  shall  repay  to  the  Lender  on  the  Termination  Date  all
                  Revolving  Loans,   plus  interest  accrued  to  the  date  of
                  payment."

         11. Section 2.3 of the Loan Agreement is amended to read as follows:

                  "SECTION 2.3. REQUESTS FOR REVOLVING LOANS.

                           (A)   Lender,   in   its   commercially    reasonable
                  discretion,  may issue approvals  (individually  an "Approval"
                  and  collectively,  the "Approvals") upon receipt of a request
                  (orally,   electronically   or  in  writing)   from  a  Vendor
                  requesting  Lender's  confirmation  that it will  finance  the
                  acquisition  by  Borrower  of  Inventory  that is subject to a
                  Vendor Repurchase Agreement held for shipment,  or shipped, to
                  Borrower.  Upon  any  request  for an  Approval,  Lender  will
                  request  Borrowers  to give Lender an Approval  Representation
                  relating to such request. Without limiting Lender's discretion
                  in making  Inventory  Loans with respect to any request for an
                  Approval, Lender shall not make any Inventory Loan relating to
                  such  request  for any  Approval  until  such  time as  Lender
                  receives an Approval  Representation relating to such request.
                  Partial  shipments may be made against any Approval and Lender
                  may honor the related invoice without  inquiry,  regardless of
                  any apparent  disproportion  between (i) the quantity  shipped
                  and the amount of the related  invoice;  or (ii) the amount of
                  the  Approval  and  the  quantity  to  be  shipped  under  the
                  Approval.  Until  terminated or revoked,  an Approval shall be
                  deemed  outstanding  to the extent of its face amount less the
                  amount of Revolving Loans made with respect to such Approval.

                           (B)  Lender  shall  not  be   responsible   for,  and
                  Borrower's  obligations to Lender shall not be affected by any
                  of the following with respect to any Approval: (i) performance
                  or  non-performance  by any Person  other  than  Lender of its
                  obligations   to   Borrower;   (ii)  the  form,   sufficiency,
                  correctness,  genuineness,  authority  of any Person  signing,
                  falsification  or legal  effect of any  documents  called  for
                  under any Approval if such document on their face appear to be
                  in order;  (iii) acts or  omissions  of any Person  other than
                  Lender;  (iv)  the  existence,   nature,  quality,   quantity,
                  condition,  value or  delivery  of  Inventory  represented  by
                  documents  presented to Lender, or any difference of Inventory
                  from Inventory  represented by documents  presented to Lender;
                  (v) the validity,  sufficiency,  genuineness or collectibility
                  of any documents,  insurance or  instruments,  or endorsements
                  thereof;  (vi) any  irregularity  in connection with shipment;
                  (vii) breach of agreement between Borrower and a Vendor or any
                  other Person;  (viii) without limiting the foregoing,  any act
                  or omission of Lender not done or omitted in bad faith. In the
                  event that  Borrower has a dispute  with a Vendor  relating to
                  the foregoing, Lender shall provide such documents in Lender's

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<PAGE>

                  possession  reasonably  requested by Borrower relating to such
                  dispute.  Borrower shall indemnify  Lender against any and all
                  claims,  losses,  liabilities,  costs and expenses (including,
                  but not limited to, reasonable attorneys' fees) resulting from
                  or incurred in  connection  with an Approval  and not directly
                  caused by Lender's  gross  negligence  or willful  misconduct.
                  Lender may not enter into any  settlement or other  compromise
                  with respect to any claim  covered by the  indemnity set forth
                  in this Section  without  Borrower's  prior  written  consent,
                  which consent shall not be unreasonably withheld, conditioned,
                  or delayed.  If Lender obtains  recovery of any of the amounts
                  that  Borrower  has paid to it pursuant to the  indemnity  set
                  forth in this  section,  then  Lender  shall  promptly  pay to
                  Borrower or offset  against  amounts  due and owing  Lender by
                  Borrower the amount of such recovery

                           (C) After Lender has issued an Approval, Lender shall
                  be deemed to have made an  Inventory  Loan to  Borrower  under
                  Section 2.1 of this Agreement as of the ship date specified in
                  the invoice  relating to such Approval or such earlier date as
                  Lender  shall enter such  Revolving  Loan as a  receivable  on
                  Lender's books.  Lender shall only disburse any such Inventory
                  Loan directly to a Vendor,  except that Lender may set off any
                  amount owed to Lender by such Vendor.

                           (D)  Lender may  refuse to issue an  Approval  or may
                  revoke an Approval at any time in its commercially  reasonable
                  discretion  and effective  immediately  upon such  revocation,
                  Lender  shall no longer  be  deemed to have made an  Inventory
                  Loan (to the  extent  an  Inventory  Loan has been  made)  and
                  Borrower shall repay any such Inventory Loan  immediately upon
                  such   revocation.   Borrower   shall  be  obligated  for  all
                  obligations  incurred by Lender on account of the  issuance of
                  any  Approval.   Without  limiting  the  foregoing,   Borrower
                  acknowledges   that  Lender   customarily   revokes  Approvals
                  approximately  30  days  after  issuance  if  Lender  has  not
                  received  an  invoice  from  the  applicable  Vendor  relating
                  thereto, although it is not obligated to do so.

                           (E) Each request by the  Borrower  for any  Revolving
                  Loan  under  the Line of Credit  other  than  Inventory  Loans
                  pursuant  to  Approvals  shall be (A) made in  writing,  or by
                  telephone and if by telephone,  shall be promptly confirmed in
                  writing;  and (B) accompanied by a Borrowing Base  Certificate
                  which shall contain  information as of such Business Date such
                  request is made;  and (C) shall be signed by the  president or
                  chief  financial  officer  or  controller  of  Borrower.  Each
                  Working  Capital  Loan shall be sent by Federal  Reserve  wire
                  transfer  as  directed  by  Borrower  in  writing or by EDI or
                  through  acceptance  of an ACH  Debit  by a  Collecting  Bank.
                  Lender  shall not be  required  to make more than one  Working
                  Capital  Loan to Borrower  on any day.  The date and amount of
                  each  Revolving  Loan made by the Lender and of each repayment
                  of principal  thereon received by the Lender shall be recorded
                  by the Lender in the  records of the Lender and the  aggregate
                  unpaid  principal  amount  shown  on  such  records  shall  be
                  rebuttable,  presumptive  evidence of the principal  owing and
                  unpaid on the Revolving  Loans. The failure to record any such
                  amount on such records shall not, however,  limit or otherwise
                  affect the  obligations of the Borrower to repay the principal
                  amount  of the  Revolving  Loans  together  with all  interest
                  accruing thereon."


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<PAGE>

         12. Section 2.5 of the Loan Agreement is amended to read as follows:

                  "SECTION 2.5.  PAYMENTS AND COLLECTIONS.
                                 ------------------------

                           (A) General.  All payments  hereunder  shall be made,
                  without setoff or counterclaim, to Lender prior to 3:00 p.m. ,
                  Chicago  time,  on the date due at its  office in  immediately
                  available funds at Chicago, Illinois or at such other place as
                  may be reasonably designated by Lender to Borrowers in writing
                  or by EDI.  Any  payments  received  after  such time shall be
                  deemed received on the next Business Day. Whenever any payment
                  shall be stated to be due on a date other than a Business Day,
                  such payment may be made on the next succeeding  Business Day,
                  and  such   extension   of  time  shall  be  included  in  the
                  computation  of interest,  fees and charges,  without  penalty
                  other  than  such  additional  interest,   fees  and  charges.
                  Notwithstanding  anything to the contrary herein, all items of
                  payment for purposes of (i)  determining  the occurrence of an
                  Event of Default shall be deemed  received upon actual receipt
                  by Lender at its  bank,  The  Northern  Trust  Bank,  Chicago,
                  Illinois or such bank as Lender may use as its depository bank
                  from  time to time,  unless  subsequently  dishonored  for any
                  reason;  (ii)  calculating the Borrowing Base shall be applied
                  by Lender  against  the  principal  of and/or  interest on any
                  Loans on the  Business  Day deemed  received  pursuant to this
                  Section  by Lender  at its  bank,  The  Northern  Trust  Bank,
                  Chicago,  Illinois  or  such  bank  as  Lender  may use as its
                  depository  bank  from  time to time;  and  (iii)  calculating
                  interest  shall be  deemed  to have  been  applied  by  Lender
                  against the  principal  of and/or  interest on any Loan on the
                  Business  Day  received by Lender,  whether such payment is by
                  check, wire, ACH debit or other means.  Lender may at any time
                  in its sole  discretion  change the time for payment of future
                  Loans or change  product lines of Inventory to be financed and
                  the  terms  of such  financing  by  giving  Borrower  a notice
                  specifying such change.

                           (B) Revolving  Loans.  Borrowers will immediately pay
                  Lender on each item of  Collateral  financed by the Lender (as
                  shown   on  the   Transaction   Statement   identifying   such
                  Collateral) under this Agreement  (whether financed through an
                  Inventory  Loan  after the  Amendment  No. 4  Closing  Date or
                  financed  directly  to  the  Borrowers  at  any  time)  on the
                  earliest  to occur of any of the  following  events:  (i) when
                  such  Collateral  is  lost,   stolen  or  damaged;   (ii)  for
                  Collateral financed under this Agreement, when such Collateral
                  is sold, transferred, rented, leased, otherwise disposed of or
                  no longer Eligible Inventory;  (iii) in strict accordance with
                  any curtailment  schedule for such Collateral (as shown on the
                  Transaction Statement  identifying such Collateral);  (iv) for
                  Collateral  financed under scheduled payment program terms (as
                  shown   on  the   Transaction   Statement   identifying   such
                  Collateral), in strict accordance with the installment payment
                  schedule;  (v) when otherwise  required under the terms of any
                  financing  program  agreed to in writing by any  Borrower  and
                  Lender;  and (vi) for any Collateral  designated in writing by
                  Lender in order for Borrowers to repay the principal amount of
                  any  Revolving  Loans  outstanding  that  exceed  the  advance
                  limitations   for  Revolving   Loans  as  set  forth  in  this
                  Agreement. Any third party discount, rebate, subsidy, bonus or
                  credit  granted to any  Borrower for any  Collateral  will not
                  reduce the  Liabilities  until Lender has received  payment as
                  provided  in this  Agreement.  Borrowers  promises  to pay all
                  amounts  owing to Lender under the Line of Credit as set forth
                  in  this   Agreement  and  in  each   Transaction   Statement.
                  Notwithstanding anything else contained in this Agreement, (a)
                  upon a sale of any Eligible  Inventory H, the proceeds of such
                  sale shall be  applied  as a  principal  payment  against  the
                  December 2002 Overadvance; and (b) no amount paid by Borrowers
                  pursuant to clause (a) of this sentence  shall be available to
                  be reborrowed by Borrowers at any time.  Without limitation of
                  the  foregoing,  Borrowers  shall  repay to the  Lender on the
                  Termination Date all Revolving Loans, plus interest accrued to
                  the date of payment.



                                       8
<PAGE>

                           (C)  Special  Draws of the Line of Credit.  Lender is
                  hereby  authorized to make a Revolving  Loan with the proceeds
                  disbursed  directly to Lender to make any required payments of
                  principal, interest, fees and/or costs currently due and owing
                  by Borrowers and not yet paid pursuant to the Documents.

                           (D) Draw Loans. Contemporaneously with any receipt by
                  or on behalf of Parent at any time or from time to time of any
                  or all of Parent  Income  Tax  Claim/Refund,  Borrowers  shall
                  immediately pay to Lender one-third of such amount so received
                  by or on behalf of Parent as a principal  payment  against the
                  Draw  Facility.  Borrowers  shall repay to the Lender on April
                  30, 2003, all Draw Loans outstanding, plus interest accrued to
                  the date of payment

         13. Section 2.8 of the Loan Agreement is amended to read as follows:

                           "SECTION 2.8. TERMS AND TERMINATION. The term of this
                  Agreement,  unless  sooner  terminated  as  provided  in  this
                  Agreement,  shall be until  the  Termination  Date;  provided,
                  however,   that  Lender  may  terminate   this  Agreement  (A)
                  immediately  by written  notice to  Borrowers in whole or only
                  with respect to certain  Inventory  if Borrower  shall lose or
                  relinquish  any right to sell or deal in any  product  line of
                  Inventory,  or if  Borrowers  fail to pay any of the  Objected
                  Loans  due to an  objection  to the  terms of any  Transaction
                  Statement and Lender determines that the Transaction Statement
                  does not contain a bona fide  error,  or (B) at any time by at
                  least  30  days  prior  written  notice  to  Borrowers.   Upon
                  termination of this Agreement,  all Liabilities to Lender (or,
                  if this  Agreement is terminated  only with respect to certain
                  Inventory,  Liabilities to Lender  relative to such Inventory)
                  shall become  immediately  due and payable  without  notice or
                  demand. Upon any termination, Borrowers shall remain liable to
                  Lender  for  all  Liabilities  to  Lender,  including  without
                  limitation interest,  fees, charges and expenses arising prior
                  to or after  the  effective  date of  termination,  and all of
                  Lender's  rights and remedies and its security  interest shall
                  continue  until all  Liabilities  to  Lender  are paid and all
                  obligations of Borrower are performed in full. No provision of
                  this Agreement  shall be construed to obligate  Lender to make
                  any Loans."

         14. New Sections  2.9 through  2.10 are added to the Loan  Agreement as
follows:

                  "SECTION 2.9. DRAW LOANS.  Subject to the terms and conditions
                  of this Agreement, on the date upon which all of the terms and
                  conditions set forth in Amendment No. 4 to this Agreement have
                  been met or  fulfilled  to the  satisfaction  of  Lender,  the
                  Lender agrees to make loans in its sole discretion to Borrower
                  on a draw basis (such loans being herein called individually a
                  "Draw Loan" and  collectively  the "Draw  Loans") from time to
                  time in such amounts as Borrower may from time to time request
                  up to  the  maximum  principal  amount  of the  lesser  of (A)
                  $500,000.00;  or (B)  one-third  (1/3)  of the  amount  of the
                  Parent Income Tax Claim/Refund (the lesser of (A) or (B) shall
                  be referred  to as the "Draw  Facility");  provided,  however,
                  that (i) each borrowing by Borrower  hereunder with respect to
                  any Draw Loan shall be (a) in the aggregate  principal  amount
                  of at  least  $10,000.00;  and (b) in the  maximum  amount  of
                  one-third (1/3) of the total draw request made by Borrowers to
                  and actually advanced at such time by Lender, DFS and Tracker;
                  and (ii) if the  Draw  Loans  outstanding  at any time or from
                  time to time exceeds the advance limitations  described above,
                  Borrower  shall pay to the Lender a principal  payment in such
                  amount   necessary  to  eliminate   such  excess;   and  (iii)
                  notwithstanding anything else contained in this Agreement, (I)

                                       9
<PAGE>

                  repayments from time to time of the Draw Facility shall not be
                  available  to  be   reborrowed   pursuant  to  the  terms  and
                  conditions of this Agreement; and (II) upon the occurrence and
                  continuance  of any Event of Default or any event which,  with
                  the giving of notice,  the  passage  of time,  or both,  would
                  result in an Event of Default,  and in every such  event,  the
                  Lender may, in its sole discretion,  immediately cease to make
                  Draw Loans;  and (III)  Borrowers shall repay to the Lender on
                  April 30, 2003, all Draw Loans,  plus interest  accrued to the
                  date of payment.

                  SECTION 2.10. USE OF DRAW LOAN  PROCEEDS.  The proceeds of the
                  Draw Loans shall be used solely for providing  working capital
                  for Borrowers and paying for operating  expenses and the fees,
                  costs  and  expenses  of the  Lender as  provided  for in this
                  Agreement.

         15.   Contemporaneously   with  the  execution  and  delivery  of  this
Amendment,  the  Guarantors  shall execute and deliver to Lender  confirmations,
reaffirmations   and   amendments  of  their   Guaranties  in  form  and  manner
satisfactory  to  Lender   (individually,   a  "Confirmation  of  Guaranty"  and
collectively,  the "Confirmations of Guaranty"). All references to each Guaranty
in the Loan  Agreement  shall mean such Guaranty,  as confirmed,  reaffirmed and
amended by its applicable Confirmation of Guaranty.

         16. New Section 3.12 is added to the Loan Agreement as follows:

                  "Section  3.12 Parent Income Tax  Claim/Refund.  As additional
                  security for the payment and  performance of the  Liabilities,
                  Parent  shall (A)  collaterally  assign the Parent  Income Tax
                  Claim/Refund  to Lender  in form and  manner  satisfactory  to
                  Lender  (the  "Collateral  Assignment  of  Parent  Income  Tax
                  Claim/Refund "); and (B) perform any and all acts requested by
                  Lender  to have the  Internal  Revenue  Service  and any other
                  Person  required by Lender to acknowledge  such assignment and
                  pledge of the Parent Income Tax Claim/Refund to Lender."

         17. New Section 4.1(V) is added to the Loan Agreement as follows:

                  "(V) Parent Income Tax Claim/Refund.  Any of the Parent Income
                  Tax  Claim/Refund  is a  legitimate  claim under the  Internal
                  Revenue Code based on Borrowers net income or losses as of the
                  end of any fiscal year,  including,  but not limited to, prior
                  to  December  31,  2002 and has been  reviewed  by  Borrower's
                  independent  certified  public  accountants  and has not  been
                  disputed  by any  Person,  including,  but not limited to, the
                  Internal Revenue Service and Borrower's  independent certified
                  public accountants."

         18.  Section  5.1(A)(v)  of the Loan  Agreement  is  amended to read as
follows:

                  "(v) on the last  Business  Day of each week,  computed  as of
                  such Business Day, and with each request for a Working Capital
                  Loan  under  this  Agreement,  computed  as of  the  close  of
                  business on the Business Day such request is made, and at such
                  times as Lender may  request,  computed as of the Business Day
                  of such request,  a completed Lender's standard form borrowing
                  base certificate,  which shall be executed by the President or
                  the chief financial officer of the Borrowers;

         19. The period at the end of the first  sentence  of Section  5.1(A) is
amended to read ";" and new Sections 5.1(A)(xv) and (xvi) are added as follows:



                                       10
<PAGE>

                  "(xvi) on the  earlier  of 20th day of each month or the first
                  business  day after the 20th day of each month,  (a) a copy of
                  an unaudited consolidated financial statement of the Borrowers
                  prepared  in the same  manner  as the  report  referred  to in
                  clause (i)  above,  signed by the chief  financial  officer or
                  Corporate  Controller  of Parent and  consisting of at least a
                  balance  sheet as at the close of such  month,  statements  of
                  earnings,  cash flow,  income and  source and  application  of
                  funds for such month and for the period from the  beginning of
                  such  fiscal  year  to the  close  of  such  month;  and (b) a
                  certificate signed by the President or chief financial officer
                  of it  providing  that  (I)  the  financial  statements  being
                  provided to Lender  pursuant  to clauses  (ii)(a) are true and
                  correct and (II) no Event of Default has occurred,  including,
                  but not limited to, no Event of Default with respect to any of
                  the financial covenants contained in the Documents;  and (xvi)
                  by Monday,  January 13, 2003,  and each Monday  thereafter,  a
                  report of Borrowers'  (i) actual cash inflows and outflows for
                  all  weeks  since   December   20,  2002  through  the  Friday
                  immediately  preceding  the  date  of  the  report,  and  (ii)
                  projected  cash  inflows and  outflows for the 13-weeks on and
                  after the date of the report,  with such supporting details as
                  required by Lender."


         20.  Sections  5.1(W)  through (X) of the Loan Agreement are amended to
read as follows:

                  "(W) Unsubordinated Debt To Tangible Net Worth Ratio. It shall
                  not  cause,  suffer  or  permit  the  ratio of (i) the  Travis
                  Entities' total  consolidated  liabilities minus  Subordinated
                  Debt to (ii) the  Travis  Entities'  Tangible  Net Worth to be
                  greater  than 4.00 to 1.00 for the  period  commencing  on the
                  Amendment  No. 4  Closing  Date and  continuing  at all  times
                  thereafter.

                  (X) Tangible Net Worth.  It shall not cause,  suffer or permit
                  the Travis  Entities'  Tangible  Net Worth to be less than the
                  following,  all as measured at at (i)  January 31,  2003;  and
                  (ii) the end of each of its fiscal quarters:

                  $20,000,000.00  For the period  commencing on the Amendment
                                  No.4 Closing Date through December 31, 2002
                  $19,000,000.00  For the period commencing on January 1, 2003
                                  through March 31, 2003
                  $20,000,000.00  For the period commencing April 1, 2003
                                  and at all times thereafter

         21.  Section  5.1  (KK) of the Loan  Agreement  is  amended  to read as
follows:

                  "(KK) Lock Box.  By no later than 45 days after the  Amendment
                  No. 4 Closing Date, Borrowers and the financial institution at
                  which Borrowers have established a Lock Box Account to collect
                  monies solely for the  Borrowers  shall execute and deliver to
                  Lender such agreements, documents and instruments satisfactory
                  to  Lender  in order  for  Lender  at any  time,  in  Lender's
                  discretion, following the time when either an Event of Default
                  occurs or will occur with the giving of notice, the passage of
                  time or both,  to require  such Lock Box  Account be under the
                  sole control of Lender and have all payments  received in such
                  Lock Box Account to be paid to Lender."

                                       11
<PAGE>

         22. New Sections  5.1(OO)  through (RR) are added to the Loan Agreement
as follows:

                  "(OO) Parent  Income Tax  Claim/Refund.  Borrowers  shall give
                  immediate  written  notice  to  Lender  of  any  communication
                  (whether  oral  or  written)  or  notice  relating  to and any
                  payment  of all or  any  portion  of  the  Parent  Income  Tax
                  Claim/Refund   contemporaneously  with  receipt  of  any  such
                  communication,  notice or payment by any Borrower or any agent
                  of Borrower.  Borrowers  agrees that if any Parent  Income Tax
                  Claim/Refund,   or  any  portion  of  any  Parent  Income  Tax
                  Claim/Refund, is paid to Borrowers at any time or from time to
                  time,  Borrowers  will  receive and hold the same in trust for
                  Lender  and  Borrowers  will  forthwith  upon  receipt of such
                  Parent Income Tax Claim/Refund  deliver such Parent Income Tax
                  Claim/Refund  to  Lender  in the  identical  form  of  payment
                  received by the Borrowers.

                  (PP) Approvals. No request for any Approval shall be made with
                  respect to any Inventory either (i) previously financed for or
                  on behalf  of any of the  Travis  Entities  at any time by any
                  Person;  or (ii)  sold at any  time by any  Vendor  on an open
                  account,  consignment  or COD  basis  to  any  of  the  Travis
                  Entities.

                  (QQ)  Inventory   Purchases.   Commencing  with  purchases  of
                  Inventory that is subject to a Vendor Repurchase  Agreement by
                  a Borrower  after  December 20, 2002,  (i) all such  purchases
                  shall be paid for  directly  by Lender  to the  Vendor of such
                  Inventory that is subject to a Vendor Repurchase  Agreement by
                  the issuance of an Inventory  Loan in accordance  with Section
                  2.3 of this Agreement; and (ii) no such purchases of Inventory
                  that  is  subject  to a  Vendor  Repurchase  Agreement  by any
                  Borrower  after  December  20, 2002 shall be purchased on open
                  account."

                  (RR) Third Party Waivers. Borrowers shall (i) by no later than
                  January 2, 2003,  provide  Lender with a list of all locations
                  which  Borrowers  own,  lease or warehouse  assets;  and by no
                  later than  January 31,  2003,  shall  deliver to Lender Third
                  Party Waivers and Mortgagee  Waivers  executed by the lessors,
                  bailors,  warehouse  owners,  mortgagees  and/or operators and
                  consignors  of or at the  locations  used by Borrower,  all in
                  form and manner reasonably satisfactory to Lender "

         23. New Section 6.3 is added to the Loan Agreement as follows:

                  "SECTION 6.3. SPECIAL CONDITIONS  PRECEDENT TO EACH DRAW LOAN.
                  In  addition  to all  other  requirements  of this  Agreement,
                  including, but not limited to, those set forth in Sections 6.1
                  and 6.2 of this  Agreement,  Lender's  obligation to make each
                  Draw Loan is subject to the  fulfillment  of each and every of
                  the following  conditions prior to or  contemporaneously  with
                  the making of each and every such Draw Loan:

                           (A)  Evidence  that the Draw  Loan  shall be used for
                  working capital purposes.

                           (B)  Evidence  that DFS and  Tracker  are each making
                  separate  cash loans to  Borrowers  or to Parent,  each in the
                  principal  amount  of the Draw  Loan  simultaneously  with the
                  making of such Draw Loan.

                           (C) The Parent Income Tax  Claim/Refund  has not been
                  received by or on behalf of Parent."

                                       12
<PAGE>

         24. The period at the end of Section  7.1(W) of the Loan  Agreement  is
amended to read ";" and new  Sections  7.1(X)  through (Y) are added to the Loan
Agreement as follows:

                  "(X)  Any  Borrower  shall  default  in  the   performance  or
                  observance  of any term,  covenant,  condition or agreement on
                  its part to be performed or observed  under  Sections  5.1(OO)
                  through (RR) of this Agreement;

                  (Y) Any default or event of default  (howsoever such terms are
                  defined) shall occur under the Tracker Financing.

         25. Borrowers each represent, warrant,  acknowledge,  agree and confirm
that (A) the amount of the December 2002  Overadvance  as of the Amendment No. 4
Closing Date is $596,699.00.

         26.  Borrowers  hereby  acknowledge  that  Borrowers  have violated the
provisions  for  advance  limitations  in Section 2.1 of the Loan  Agreement  by
exceeding the Borrowing Base by $596,699.00 (the "Out-of-Formula  Amount").  The
failure by Borrower to eliminate  the  Out-of-Formula  Amount  contemporaneously
with delivery of the Borrowing Base Certificate as required under Section 2.1 of
the Loan  Agreement  constitutes  an Event of Default under the Loan  Agreement.
Borrowers  hereby  acknowledge  that Borrowers are in technical  default under a
real estate loan ("Hibernia  Loan") with Hibernia Bank ("Hibernia  Default") for
violation of a cash flow covenant  Borrowers hereby represent that Hibernia Bank
has not declared a default under the Hibernia Loan.  Upon the  effectiveness  of
this Amendment, except for the Non-Waived Defaults (defined below) Lender waives
all Events of Default  under the Loan  Agreement or any  agreement,  document or
instrument entered into in connection with or contemplated by the Loan Agreement
and events in  existence  as of December 30, 2002 which with the passage of time
would become Events of Default,  and all Events of Default and events which with
the passage of time would become  Events of Default,  other than the  Non-Waived
Defaults,  arising through January 30, 2002. Subject to the terms and conditions
contained  herein,  Lender hereby waives the Events of Default  described in the
preceding sentence. As used herein,  "Non-Waived Defaults" shall mean any of any
of the following  Defaults  under the Original Loan  Agreement or any agreement,
document or instrument  entered into in connection  with or  contemplated by the
Loan Agreement:

                  A. Any Event of Default  arising as a result of any failure to
make any  required  payment to Lender or any other  Person under any Third Party
Financing,  including, but not limited to, any payment of principal or interest;
or

                  B. Any Event of Default  arising as a result of any  violation
of any covenant  relating to minimum Tangible Net Worth as amended hereby of the
Travis Entities on a consolidated basis; or

                  C. Any Event of Default  arising as a result of any  violation
of any covenant  relating to minimum  Unsubordinated  Debt to Tangible Net Worth
Ratio as amended hereby of the Travis Entities on a consolidated basis; or

                  D. Any Event of Default  arising as a result of any  violation
of  any  covenant   relating  to  ownership,   control,   management,   mergers,
consolidations,  sale or purchase of assets or stock of any Borrower  other than
as contemplated herein; or

                  E. Any Event of Default  arising  as a result of any  material
violation  of  any   representation   or  warranty  or  any   violation  of  any
representation or warranty that causes a material adverse change in the business
of the Borrowers; or

                  F. Any Event of Default  arising as a result of any  violation
of any covenant  relating to granting of liens,  other than permitted  liens, or
the incurrence of indebtedness,  other than Permitted Indebtedness, of Borrowers
other than as contemplated herein; or

                                       13
<PAGE>

                  G. Any Event of Default  arising  as a result of any  Borrower
becoming  insolvent  or  generally  failing to pay, or  admitting in writing its
inability  to pay,  such  person's  or  entity's  debts as they become due, or a
proceeding   under  any   bankruptcy,   reorganization,   arrangement  of  debt,
insolvency,  readjustment of debt or receivership  law or statute is filed by or
against any  Borrower or any  Borrower  makes an  assignment  for the benefit of
creditors; or

                  H. Any Event of Default arising as a result of any termination
of any Guaranty; or

                  I. Any Event of Default arising as a result of (i) any failure
to deliver on a timely  basis as  required in  accordance  with the terms of the
Loan  Agreement or any  agreement,  document or instrument  relating to the Loan
Agreement any borrowing base  certificate or other report  relating to inventory
and/or accounts receivable (other than the report of the independent auditors or
the 10K to the  Securities  and Exchange  Commission,  provided  that such audit
report and 10K are delivered by January 14, 2003); or (ii) any misrepresentation
contained  in any  borrowing  base  certificate  or  other  report  relating  to
inventory and/or accounts receivable; or

                  J.  Hibernia  Bank declares the Hibernia Loan to be in default
as a result of the  Hibernia  Default or any other event of default as contained
in any of the documents executed in connection with the Hibernia Loan.

Upon any further Event of Defaults after January 20, 2003 or upon the occurrence
of any  Non-Waived  Event of  Defaults at any time,  all rights and  remedies of
Lender,  whether  pursuant  to the  Loan  Agreement,  the  other  Documents,  or
available at law or equity,  shall be available  to Lender,  including,  without
limitation,  the right to accelerate the Liabilities and foreclose on any or all
Collateral and/or Guarantor Collateral of any Person.

         27.  All  representations  and  warranties  made to the  Lender  in the
Documents are hereby restated to the Lender and all of such  representations and
warranties remain true and correct as of the date of this Amendment.

         28. All of the pledges, assignments,  transfers, conveyances, mortgages
and grants of security  interest of any property given to Lender by any Borrower
or any  Guarantor  pursuant  to the  Documents,  including,  but not limited to,
pursuant to Article Three of the Loan Agreement,  have constituted and shall and
hereinafter  do  continue  to  constitute   pledges,   assignments,   transfers,
conveyances,  mortgages  and grants of security  interests of property to secure
the Liabilities.

         29. Lender's  obligation to enter into this Amendment is subject to the
fulfillment  of each and  every  one of the  following  conditions  prior to, or
contemporaneously with the execution and delivery of this Amendment:

                  A.  All of the  conditions  precedent  set  forth  in the Loan
Agreement shall have been met; and

                  B.  Lender shall  have  received  such instruments, agreements
and  documents  in form and manner  satisfactory  to Lender  and its  counsel as
Lender may reasonably request and where applicable,  duly executed and recorded,
including, but not limited to, the following:

                  (i)      Certificates of the Secretaries and General  Partners
                           of Borrowers and Guarantors  certifying as to (a) all
                           corporate and partnership  actions taken and consents
                           made by Borrowers  and  Guarantors  to authorize  the
                           transactions  provided for or contemplated under this
                           Amendment and the execution, delivery and performance
                           of the Documents;  and (b) the names of the officers,
                           partners or  employees of  Borrowers  and  Guarantors
                           authorized  to sign the  Documents,  together  with a
                           sample of the true  signature  of each  such  Person.


                                       14
<PAGE>

                           (Lender may  conclusively  rely on such  certificates
                           until formally  advised by a like  certificate of any
                           changes therein.);

                  (ii)     the Confirmations of Guaranties;

                  (iii)    Certificates  of  good  standing  for  Borrowers  and
                           Guarantorsin the jurisdiction of their incorporation;

                  (iv)     The  Collateral   Assignment  of  Parent  Income  Tax
                           Claim/Refund;

                  (v)      Evidence  of  the  existence,   value,  validity  and
                           nonpayment of the Parent Income Tax  Claim/Refund for
                           the fiscal periods  ending on or before  December 31,
                           2002;

                  (vi)     Evidence  that DFS and Parent have each  executed and
                           delivered  agreements,  documents and instruments for
                           DFS to provide  financing of up to one-third (1/3) of
                           the amount of the Parent Income Tax Claim/Refund;

                  (vii)    Evidence  that Tracker and DFS have each executed and
                           delivered an agreement  containing  substantially the
                           same  terms  of  consent  and  waiver  set  forth  in
                           paragraph 22 of this Amendment;

                  (viii)   An intercreditor agreement with DFS and Tracker; and

                  (ix)     Such other instruments or documents as the Lender may
                           reasonably request.

                  C. No Event of Default shall have occurred and be  continuing,
may occur with the giving of notice, the passage of time or both.

         30. All references to the Loan Agreement in any of the Documents  shall
mean the Loan  Agreement,  as  amended by this  Amendment  and as may be further
amended and/or restated from time to time.

         31.  Borrowers  agree  to pay all  reasonable  fees  and  out-of-pocket
expenses of Lender (including, but not limited to, outside counsel to Lender and
paralegals)  in  connection  with  the  preparation  of this  Amendment  and all
Documents relating to this Amendment.

         32. The Loan  Agreement (as amended by this  Amendment),  together with
the  Documents,  contain the entire  agreement  between the parties  hereto with
respect  to  the  transactions  contemplated  herein  and  supersede  all  prior
representations,  agreements,  covenants  and  understandings,  whether  oral or
written,  related  to the  subject  matter  of the  Loan  Agreement.  Except  as
specifically  set  forth in the  Agreement,  Lender  makes no  covenants  to any
Borrower,  including,  but not limited to, any other  commitments to provide any
additional financing to any Borrower.

         33. Each of the  Borrowers  hereby  release,  except in the instance of
gross negligence and wilful misconduct, the Lender and its officers,  directors,
employees, agents, attorneys, personal representatives, successors, predecessors
and  assigns  from all manner of  actions,  cause and  causes of action,  suits,
deaths,  sums  of  money,  accounts,   reckonings,  bonds,  bills,  specialties,
covenants, controversies,  agreements, promises, variances, trespasses, damages,
judgments,  executions, claims and demands, whatsoever, in law or in equity, and
particularly,  without  limiting the generality of the foregoing,  in connection
with the Documents and any agreements, documents and instruments relating to the


                                       15
<PAGE>

Documents and the administration of the Documents, all indebtedness, obligations
and  liabilities of any of the Travis Entities to the Lender and any agreements,
documents  and  instruments  relating  to  the  Documents   (collectively,   the
"Claims"),  which any of the  Borrowers now have against the Lender or ever had,
or  which  might  be  asserted  by  their  heirs,   executors,   administrators,
representatives,  agents, successors, or assigns based on any Claims which exist
on or at any time prior to the date of this Amendment.  Each Borrower  expressly
acknowledges  and agrees that each  Borrower has have been advised by counsel in
connection  with this  Amendment  and that each Borrower  understands  that this
Paragraph  constitutes a general release of the Lender and that they each intend
to be fully and  legally  bound by the same.  Each  Borrower  further  expressly
acknowledges  and agrees  that this  general  release  shall have full force and
effect  notwithstanding the occurrence of a Default or Event of Default (however
such terms are defined) pursuant to any of the Documents.

         34. This Amendment may be executed in any number of counterparts,  each
of which counterpart, once they are executed and delivered shall be deemed to be
an original and all of which  counterparts  taken together shall  constitute but
one in the same amendment.

         35. Except as specifically amended and modified by this Amendment,  (A)
the Loan Agreement  shall remain in full force and effect and is hereby restated
and incorporated herein by this reference; and (B) all terms defined in the Loan
Agreement shall have the same meanings herein as therein.

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                                       16
<PAGE>



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


         LENDER:                    TRANSAMERICA COMMERCIAL FINANCE
                                    CORPORATION


                                    By:_________________________________

                                    Title: President



         BORROWERS:                 TRAVIS BOATS & MOTORS, INC.



                                    By:________________________________
                                    Title: President


                                    TRAVIS BOATING CENTER GEORGIA, INC.


                                    By:________________________________
                                    Title: President



                                    TRAVIS BOATING CENTER FLORIDA, INC.


                                    By:__________________________________
                                    Title: President



                                    ADVENTURE MARINE & OUTDOORS, INC.


                                    By:__________________________________
                                    Title: President


                                    ADVENTURE MARINE SOUTH, INC.


                                    By:________________________________
                                    Title: President






                                       17
<PAGE>

                                    ADVENTURE BOAT BROKERAGE, INC.


                                    By:__________________________________
                                    Title: President



                                    TBC MANAGEMENT, INC.


                                    By:__________________________________
                                    Title: President



                                    TBC MANAGEMENT, LTD.


                                    By:__________________________________
                                    Title: President









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