EXHIBIT 10.72

                                    AMENDMENT

                                    REGARDING

                AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

         This  AMENDMENT  REGARDING  AMENDED  AND  RESTATED  LOAN  AND  SECURITY
AGREEMENT   (this   "Agreement")  is  entered  as  of  December  30,  2002  (the
"Modification  Date"),  by and among by and among  Travis  Boats & Motors,  Inc.
("TRVS"),  TBC Arkansas,  Inc.,  Travis Boating Center  Arlington,  Inc., Travis
Boating Center  Beaumont,  Inc.,  Travis Boating Center Oklahoma,  Inc.,  Travis
Boating Center  Tennessee,  Inc.,  Travis Snowden Marine,  Inc.,  Falcon Marine,
Inc., Falcon Marine Abilene,  Inc., Travis Boating Center Alabama,  Inc., Travis
Boating Center Louisiana,  Inc., Travis Boats & Motors Baton Rouge, Inc., Travis
Boating Center  Mississippi,  Inc., Travis Boating Center Little Rock, Inc., Red
River Marine  Arkansas,  Inc.,  Shelby Marine  Center,  Inc.,  and Shelby Marine
Pickwick, LLC (collectively and separately,  jointly and severally,  referred to
as, "Borrower"),  and GE Commercial  Distribution Finance Corporation,  formerly
known as Deutsche Financial Services Corporation, ("CDF").

                                    Recitals:

A.       Borrower  and CDF are party to that certain  Amended and Restated  Loan
         and Security  Agreement  dated as of December 14, 2001 (as amended from
         time to time, the "Original Loan Agreement").

B.       Borrower is in Default as of the date hereof  under the  Original  Loan
         Agreement  for  failing  to  remit  payment  to CDF for  (i)  Floorplan
         Inventory sold by Borrower  ("SAU"),  (ii) Unpaid Matured Inventory (as
         define below), and (iii) Unpaid Curtailments (as defined below).

C.       Borrower is in default to Hibernia Bank solely for the breach of a cash
         flow covenant (the "Hibernia Undeclared Default").

D.       CDF is willing to forbear from exercising its rights and remedies under
         the Original  Loan  Agreement as a result of  Borrower's  Default under
         certain conditions, including execution of this Amendment and execution
         of a Credit and Security Agreement with TMRC, L.L.P. ("TMRC") regarding
         loan(s) to Borrower (the "TMRC Loan Agreement") and CDF has agreed,  in
         consideration of Borrower  meeting such  conditions,  to make available
         the IRS Refund Loan on the terms and conditions stated herein.

E.       CDF and Borrower have agreed to the  provisions set forth herein on the
         terms and conditions contained herein.

                                    Agreement

         Therefore,  in consideration of the mutual  agreements herein and other
sufficient consideration, the receipt of which is hereby acknowledged,  Borrower
and the Lender hereby agree as follows:

1. Definitions. All references to the "Agreement" or the "Loan Agreement" in the
Original Loan Agreement and in this  Agreement  shall be deemed to be references
to the Original Loan Agreement as it may be further amended, restated, extended,
renewed,  replaced,  or otherwise  modified from time to time. All references in
the Original  Loan  Agreement  and the Loan  Documents  to  "Deutsche  Financial
Services  Corporation"  are  hereby  amended to be "GE  Commercial  Distribution
Finance Corporation, formerly known as Deutsche Financial Services Corporation,"

                                       1
<PAGE>

and all  references  in the Original Loan  Agreement  and the Loan  Documents to
"DFS" are hereby amended to be "CDF."  Capitalized  terms used and not otherwise
defined herein have the meanings given them in the Original Loan Agreement.

2.  Conditions  to  Effectiveness  of  Agreement.  This  Agreement  shall become
effective  when, and only if, each of the following  conditions have been met to
the  satisfaction  of CDF: (i) this  Agreement has been executed by Borrower and
CDF, (ii) the TMRC Loan Agreement has been executed by Borrower and TMRC,  (iii)
each of the conditions  listed in the TMRC Loan  Agreement to its  effectiveness
and to the  funding of advances  thereunder  have been  satisfied,  and (iv) the
documents  listed on Exhibit A to this  Agreement  have been  delivered  and, as
applicable,   executed,   sealed,   attested,   acknowledged,    certified,   or
authenticated, each in form and substance satisfactory to CDF.

3. Waiver of Certain  Defaults;  No Other Waiver.  Borrower hereby  acknowledges
that (a)  Defaults  have  occurred  due to  Borrower's  breach of Section  2.2.2
(Payment  Terms for Floorplan  Inventory)  and/or  financing  terms  pursuant to
Statements of Transaction  relating to the SAU, the Unpaid Matured Inventory and
the Unpaid Curtailments, and (b) Borrower is in default to Hibernia Bank for the
Hibernia  Undecalred  Default.  Borrower  further  acknowledges  that, as of the
Modification  Date,  the  amount of the SAU is  $756,266.50,  the  amount of the
Unpaid  Matured   Inventory  is  $59,890.08,   and  the  amount  of  the  Unpaid
Curtailments  is  $642,048.28.  Additionally,  Borrower  will  pay  CDF  on  the
Modification  Date the net  amount of (i) the SAU,  less (ii) the  amount of new
Revolving Loan  availability  based on Eligible Used Inventory owned by Borrower
more than 365 days, plus availability for Parts and Accessories,  and less (iii)
additional  Floorplan  Inventory or Revolving  Loan  availability  ($146,160.32)
based on Eligible  Inventory  transferred  to a Borrower  from an  affiliate  in
Florida or Georgia  (such net amount  being the  "Uncollateralized  SAU" and the
remaining  SAU  being  the  "Collateralized  SAU");  Borrower  will  pay CDF the
remaining  Collateralized  SAU together  with all Unpaid  Matured  Inventory and
Unpaid  Curtailments  on  or  before  April  30,  2003.  Borrower  warrants  and
represents to CDF that as of the  Modification  Date, no payment  Defaults exist
under the Original Loan Agreement  except the SAU, the Unpaid Matured  Inventory
and the Unpaid  Curtailments.  Borrower  further  warrants and represents to CDF
that (1)  Borrower  is not in default to Hibernia  Bank except for the  Hibernia
Undeclared  Default,  and (2)  Hibernia  Bank  has  not  declared  the  Hibernia
Undeclared  Default to be a default or event of default upon which Hibernia Bank
may exercise any rights or remedies against any Borrower or Affiliate.  Upon the
effectiveness  of this Agreement,  except for the Non-Waived  Defaults  (defined
below)  CDF  waives  all  Defaults  under the  Original  Loan  Agreement  or any
agreement,   document  or  instrument   entered  into  in  connection   with  or
contemplated  by the Original  Loan  Agreement and events in existence as of the
Modification Date which with the passage of time would become Defaults,  and all
Defaults and events which with the passage of time would become Defaults,  other
than the Non-Waived Defaults,  arising through the date that is thirty (30) days
after the  Modification  Date.  Subject  to the terms and  conditions  contained
herein, CDF hereby waives the Defaults 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 Default arising as a result of any failure to make any required  payment
to CDF or any of the IRS Refund Loan Lenders, including, but not limited to, any
payment of principal or interest; or

(B)  Any Default  arising as a result of violation  of any covenant  relating to
     minimum  tangible  net  worth,  as  hereby  amended,   of  Borrowers  on  a
     consolidated basis; or

(C)  Any 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 for
     TMRC or another entity majority owned by Tracker Marine,  L.L.C. to acquire
     a controlling interest in the common stock of TRVS; or


                                       2
<PAGE>

(D)  Any  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
     Borrower; or

(E)  Any 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 Borrower, other than as
     contemplated for the IRS Refund Loan; or

(F)  Any  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

(G)  Any Default arising as a result of any termination of any guaranty; or

(H)  Any  Default  arising as a result of (i) any failure to deliver on a timely
     basis as  required  in  accordance  with the  terms  of the  Original  Loan
     Agreement or any agreement, document or instrument relating to the Original
     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

(I)  Hibernia  Bank  declaring  orally or in  writing  the  Hibernia  Undeclared
     Default to be a default or event of default  upon which  Hibernia  Bank may
     exercise any rights or remedies against any Borrower or Affiliate.


 Upon any  further  Defaults  after the date that is thirty  (30) days after the
Modification Date or upon the occurrence of any Non-Waived Defaults at any time,
all rights and remedies of CDF, whether pursuant to the Original Loan Agreement,
the other Loan  Documents,  the Bridge Loan  Agreement,  or  available at law or
equity,  shall be available to CDF,  including  without  limitation the right to
accelerate the Obligations and foreclose on any or all Collateral.


4. Amendments.
         4.1. New Definitions. The following new definitions are hereby added in
alphabetical order to Section 1 of the Original Loan Agreement as follows:

         "IRS Refund  Loan' shall mean that  working  capital  loan  pursuant to
         Section 2.4 of this Agreement."

         "Modification Date" shall mean December 30, 2002.

         "Tax  Refund   Intercreditor   Agreement'   shall  mean  that   certain
         Intercreditor  Agreement  by and  between  CDF,  TMRC and  Transamerica
         Commercial Finance  Corporation,  dated as of the Modification Date, as
         amended, modified, restated or replaced from time to time."

                                       3
<PAGE>

         "SAU' shall mean the amount owed under Section 2.2.2 of this  Agreement
         as of the Modification Date for sold Floorplan Inventory, but unpaid by
         Borrower to CDF contrary to the terms of this Agreement."

         "Unpaid Curtailments' shall mean principal reductions against inventory
         as required  periodically  under the financing programs pursuant to the
         Original  Loan  Agreement  for which the required  payment has not been
         remitted to CDF."

         "Unpaid  Matured  Inventory'  shall mean inventory older than permitted
         under the financing program pursuant to the Original Loan Agreement for
         which the required payment has not been remitted to CDF."


         4.2. Existing Definitions.


                  4.2.1. Eligible Used Inventory.

                  The reference in the definition of "Eligible  Used  Inventory"
                  in the existing proviso thereto to "Eligible New Inventory" is
                  deleted  and  replaced  with  "Eligible  Used  Inventory".  In
                  addition,  the following is added at the end of the definition
                  of "Eligible Used Inventory":

                           "provided,  however, that from the Modification Date,
                           through  and  including  April  30,  2003,  CDF  will
                           consider  Inventory  owned by Borrower  more than 365
                           days,  subject to all other eligibility  criteria and
                           the  terms of this  Agreement,  to be  Eligible  Used
                           Inventory  solely  for  the  purpose  of  calculating
                           Eligible Used Inventory Availability."

                  4.3.1.   Total Credit Facility.
                  The  "and"  immediately  preceding  Subsection  2.1(c)  of the
                  Original Loan  Agreement is deleted and the following is added
                  at the end of subsection 2.1(c) of the Original Loan Agreement
                  and  before  the  parenthetical  defined  term  "Total  Credit
                  Limit":

                           ",  and  (d)  Forty  Million  Five  Hundred  Thousand
                           Dollars  ($40,500,000)  on and after the Modification
                           Date, including a maximum for (i) Floorplan Inventory
                           of Thirty One Million Five Hundred  Thousand  Dollars
                           ($31,500,000), plus (ii) Revolving Credit Loans (with
                           sub-limits  for Eligible Used  Inventory and Eligible
                           Parts and  Accessories  as  specified  below) of Five
                           Million Five Hundred Thousand  Dollars  ($5,500,000),
                           plus  (iii)   approvals   to  Approved   Vendors  for
                           financing  Floorplan  Inventory for which CDF has not
                           remitted payment ("Open  Approvals") of Three Million
                           Dollars  ($3,000,000),  plus (iv) the IRS Refund Loan
                           of Five Hundred Thousand Dollars ($500,000)".

                  4.3.2.   Inventory Floorplan Loan Limit.
                  Clause (ii) of Section  2.2.1.  of the Original Loan Agreement
                  is deleted and replaced with the following:

                           "(ii) the sum of (A) the outstanding Revolving Credit
                           Loans,  (B) plus the  Open  Approvals,  plus (C) Five
                           Hundred  Thousand Dollars for the IRS Refund Loan. At

                                       4
<PAGE>

                           no  time,  and  under  no  circumstances,  shall  the
                           outstanding balance of Floorplan Inventory Loans plus
                           Revolving  Credit Loans exceed  Thirty Seven  Million
                           Dollars ($37,000,000)".

                  4.3.3.   Payment Terms for Floorplan Inventory.
                  The following is added at the end of subsection (c) of Section
                  2.2.2 of the Original Loan Agreement:

                           "provided,    however,    that    payment   for   the
                           Collateralized  SAU, the Unpaid Matured Inventory and
                           the Unpaid  Curtailments  will be due and  payable by
                           Borrower in full in cash on or before  April 30, 2003
                           unless CDF and  Borrower  have  agreed  otherwise  in
                           writing  prior  thereto,  and after the  Modification
                           Date, CDF will bill Borrower by the twentieth  (20th)
                           day of each calendar  month the  principal  amount of
                           matured  inventory  and principal  curtailments,  and
                           Borrower   will  remit   payment  for  such   matured
                           inventory principal and principal curtailments by the
                           fifth (5th) day of the following calendar month".

                  4.3.4.   Eligible Used Inventory.
                  Section 2.3.1 of the Original Loan Agreement is deleted in its
                  entirety and replaced with the following:

                           "2.3.1  Eligible Used  Inventory.  On receipt of each
                           Borrowing Base Certificate,  CDF will credit Borrower
                           with  the   lesser   of  (a)  the  sum  of,   without
                           duplication,  (i) seventy  percent (70%) of the Value
                           of Borrower's  Eligible Used Inventory listed in such
                           Borrowing Base  Certificate that is owned by Borrower
                           for 365 days or less, and (ii) only for the period of
                           the Modification Date through and including April 30,
                           2003 and  solely in order to  collateralize  the SAU,
                           Unpaid  Curtailments  and Unpaid  Matured  Inventory,
                           forty  percent  (40%)  of  the  Value  of  Borrower's
                           Eligible Used Inventory listed on such Borrowing Base
                           Certificate  that is owned by Borrower  more than 365
                           days (after April 30, 2003, such percentage  shall be
                           zero   percent),   and  (b)  Three  Million   Dollars
                           ($3,000,000)      ("Eligible      Used      Inventory
                           Availability")."

                  4.3.5.   IRS Refund Loan.
                  The  following  new Section 2.4 is added to the Original  Loan
                  Agreement as follows:

                           "2.4 IRS Refund Loan.  Subject to the  conditions set
                           forth in section 2.4.1  hereof,  CDF may, in its sole
                           and absolute discretion subject to such conditions as
                           CDF may  choose to  impose  in its sole and  absolute
                           discretion,   provide   advance(s)   to  Borrower  as
                           requested  by Borrower  for general  working  capital
                           purposes (including,  without limitation,  payment of
                           any  Obligations  for  attorneys'   fees,  costs  and
                           expenses to prepare  documentation related to the IRS
                           Refund  Loan and/or the SAU) in an  aggregate  amount
                           not  to  exceed   Five   Hundred   Thousand   dollars
                           ($500,000.00).  Amounts  advanced  under this section
                           may be repaid at any time,  but in any event  must be
                           repaid by Borrower in full in cash on or before April
                           30, 2003 and shall be due and payable in full in cash
                           on such date. Amounts advanced under this section and
                           repaid will not be re-advanced to Borrower.  The loan
                           facility   described   in  this  Section  2.4.  is  a

                                       5
<PAGE>

                           discretionary  facility that CDF may terminate at any
                           time  and is not a  commitment  to  lend  or  advance
                           funds.

                           2.4.1  Conditions  Precedent for IRS Refund Loan. CDF
                           will not make any  advance  under the IRS Refund Loan
                           unless  Borrower  shall have complied with all of the
                           following:

                           (a) No Defaults (other than the Default that exist as
                           of the  Modification  Date that  resulted in the SAU,
                           the  Unpaid   Curtailments  and  the  Unpaid  Matured
                           Inventory) shall have occurred; and

                           (b)   Borrower    shall   have   provided    evidence
                           satisfactory  to CDF of the  existence,  validity and
                           amount of the refund due to Borrower  and unpaid from
                           the United States Internal Revenue Service for fiscal
                           periods  ending on or before  December 31, 2002 (`IRS
                           Refund')  and that the IRS  Refund  has not been paid
                           and is not  subject  to offset by the  United  States
                           Internal  Revenue  Service  or  other  agency  of the
                           United States Government; and

                           (c) CDF, Transamerica  Commercial Finance Corporation
                           ("TCFC" and in its capacity as agent thereunder, "Tax
                           Refund Collateral  Agent") and TMRC (collectively the
                           `IRS Refund Loan  Lenders')  shall have  executed the
                           Tax  Refund  Intercreditor   Agreement  in  form  and
                           substance satisfactory to CDF; and

                           (d) evidence  satisfactory to CDF that Borrowers have
                           executed  with TCFC (in its capacity as a lender) and
                           TMRC  loan   documents   providing  for  advances  to
                           Borrower  of  one-third  of the IRS  Refund  up to an
                           aggregate amount with CDF of One Million Five Hundred
                           Thousand Dollars ($1,500,000), together with evidence
                           satisfactory  to CDF  that  TCFC  (in its  individual
                           capacity  as a lender)  and TMRC have each  made,  or
                           will  concurrently  with  CDF  make,  an  advance  to
                           Borrower against the IRS Refund in approximately  the
                           same amount as the advance  being made by CDF against
                           the IRS Refund

                           (e)  Borrower  shall have  assigned the IRS Refund to
                           the Tax Refund  Collateral  Agent for the  benefit of
                           the IRS Refund Loan Lenders;

                           (f) Borrower  shall have  requested in writing to CDF
                           an advance  under the IRS Refund Loan  together  with
                           detailed  evidence   satisfactory  to  CDF  that  the
                           advance  will be used  for  general  working  capital
                           purposes only; and

                           (g) such other conditions as CDF may impose from time
                           to time,  including,  without  limitation,  continued
                           funding by TCFC and TMRC under their  respective loan
                           facilities to Borrower."

                  4.3.6.   Renumbering.
                  Sections 2.4 through and  including  2.15 of the Original Loan
                  Agreement are renumbered as Sections 2.5 through and including
                  2.16.

                                       6
<PAGE>

                  4.3.7.   Interest - All Loans.

                  The following sentence is added at the beginning of renumbered
                  Section 2.6 of the Original  Loan  Agreement,  after the title
                  thereof and before section 2.6.1:

                           "All interest billed by CDF to Borrower  (whether for
                  Floorplan  Inventory,  Revolving Loans,  and/or the IRS Refund
                  Loan)  will  be due  and  payable  by  Borrower  to CDF by the
                  twentieth (20th) day of the month in which billed, unless such
                  amounts  are billed  after the tenth  (10th) day of a calendar
                  month,  then  such  amounts  will be paid by  Borrower  by the
                  twentieth day of the next calendar month."

                  4.3.8.  Interest - IRS Refund  Loan.A  new  section  2.6.2B is
                  added as follows:

                           "2.6.2B Interest - IRS Refund Loan. Borrower will pay
                           interest  to CDF on the Daily  Contract  Balance  (as
                           defined  below)  monthly in arrears  beginning on the
                           Modification  Date until all IRS Refund Loan advances
                           are indefeasibly paid in full in good funds. Interest
                           on the IRS Refund Loan  advances  shall be calculated
                           on the  Average  Daily  Balance  of IRS  Refund  Loan
                           advances  at the rate  equal to the  Prime  Rate plus
                           four percent  (4.00%) per annum;  provided,  however,
                           that at no time shall interest on the IRS Refund Loan
                           advances  be  computed  on a Prime  Rate of less than
                           Four and Seventy-five One Hundredths  percent (4.75%)
                           per annum."

                  4.3.9. Definitions of Daily Contract balance and Average Daily
                  Balance.   The  definition  of  "Daily  Contract  Balance"  in
                  renumbered  Section  2.6.5.  of the Original Loan Agreement is
                  amended to add each time after the  phrase  "Revolving  Credit
                  Loans" is contained in such  definition the phrase "IRS Refund
                  Loan".  The definition of "Daily Contract  Balance" in Section
                  renumbered 2.6.5. of the Original Loan Agreement is amended to
                  add after the phrase  "Revolving Credit Loans" is contained in
                  such definition the phrase "IRS Refund Loan".

                  4.3.8  Security Interest.

                  The  following  is added to section 5.1 of the  Original  Loan
                  Agreement after the words "general intangibles":

                           "(including,  without limitation, all rights to apply
                           for,   claim  and   receive   all  tax   refunds  and
                           overpayments  from any  department  or  agency of the
                           United   States   government,    including,   without
                           limitation, the Internal Revenue Service)".

                  4.3.9  Covenants.

                           4.3.9.1  Business Locations.

                           The  title  of  section  8.1.6 of the  Original  Loan
                           Agreement  is amended to read  "Business  Locations."
                           Additionally,  the  following  is added at the end of
                           section 8.1.6 as a new sentence therein:

                                    "Additionally, Borrower will (i) provide CDF
                                    with a list of locations,  identifying which
                                    locations are owned and which  locations are

                                       7
<PAGE>

                                    leased,  and  including the name and address
                                    of the  landlord of each leased  location by
                                    January 2, 2003,  and (ii) obtain waivers or
                                    subordinations    of   the   statutory   and
                                    contractual  liens  against  the  assets  of
                                    Borrowers  at leased  locations by landlords
                                    to each Borrower by January 31, 2003."

                           4.3.9.2  Taxes.

                           The  title  of  section  8.1.7 of the  Original  Loan
                           Agreement is amended to read  "Taxes".  Additionally,
                           The following is added after the period at the end of
                           section 8.1.7:

                                    "Borrower,   will,   and  will   cause  each
                                    Subsidiary to,  immediately:  (i) notify CDF
                                    in  writing  upon  the  receipt  of any  tax
                                    refund or  overpayment  (including,  without
                                    limitation,  the IRS  Refund),  and (ii) pay
                                    over all such tax refunds  and  overpayments
                                    to CDF or to TCFC as  Collateral  Agent  for
                                    the benefit of CDF, TCFC and TMRC. Borrowers
                                    agrees  that if any  tax  claim  or  refund,
                                    including any portion of the IRS Refund,  is
                                    paid to  Borrowers  at any time or from time
                                    to time, Borrowers will receive and hold the
                                    same in trust  for CDF until  such  received
                                    tax claim or refund,  including  any portion
                                    of the IRS Refund, is delivered to CDF or to
                                    TCFC as  Collateral  Agent in the  identical
                                    form of payment received by the Borrowers."

                           4.3.9.3  Reporting Requirements.

                           A new  subsection  (j) is added to section  8.1.10 of
                           the Original Loan Agreement as follows:

                                    "(j) by Tuesday  of each week,  a report for
                                    the prior  week  detailing  the  amount  and
                                    payee (other than CDF) of each  disbursement
                                    of  each  Borrower  in  excess  of  $10,000,
                                    whether  the  disbursement  is made by cash,
                                    company  check,  wire  transfer or Automated
                                    Clearing House."

                           A new  subsection  (k) is added to section  8.1.10 of
                           the Original Loan Agreement as follows:

                                    "(k) 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 CDF."



                  4.3.10  Financial Covenants.

                  All  references in Section 9 of the Original Loan Agreement to
                  "Borrower" or  "Borrowers"  are amended to read  "Borrower and
                  its Affiliates".

                                       8
<PAGE>

                  The following is added into section 9.1.1 after clause (c) and
                  before the word "and":

                           "and (d)  December  31,  2002 of not less than Twenty
                           Million  Dollars  ($20,000,000),  and (e) January 31,
                           2003,  February  28,  2003 and March 31,  2003 of not
                           less than Nineteen Million Dollars ($19,000,000), and
                           April  30,  2003  of not  less  than  Twenty  Million
                           Dollars ($20,000,000); and".

                  The  definition  of "Tangible Net Worth" in section 9.2 of the
                  Original  Loan  Documents  is  deleted  in  its  entirety  and
                  restated to read as follows:

                           "Tangible  Net  Worth"  shall mean as of any date the
                           sum of the  Borrowers'  and its  Affiliates'  (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 plus (iv) unamortized  income,
                           less the sum of the  Borrowers' and  affiliates'  (a)
                           Intangibles,     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."


         4.4. Defaults.

                  4.4.1 Failure to Pay Other Amounts to CDF.

                  The  last  clause  of  section  11.1.2  of the  Original  Loan
                  Agreement after the  parenthetical  therein is amended to read
                  as follows:

                           "when due and payable hereunder".


                  4.4.2  Failure to Pay Certain Costs and Expenses.

                  The  last  clause  of  section  11.1.3  of the  Original  Loan
                  Agreement is amended to read as follows:

                           "when due and payable hereunder".


                  4.4.3  Failure to Pay Amounts to Other Persons.
                  The  following is added into Section  11.1.4  (Failures to Pay
                  Amounts to Other Persons) of the Original Loan Agreement after
                  the phrase "owed to any third party," :

                                       9
<PAGE>

                           "or  any  amount  owed  to  Transamerica   Commercial
                           Finance Corporation or TMRC, L.L.P.,'.


                  The following is added at the end of section  11.1.9  (Default
                  Under Other Agreements):

                           "or (c) any  default  or event of  default  under the
                           Credit and Security Agreement executed by and between
                           Travis  Boats and Motors,  Inc.  and TMRC on or about
                           the  Modification  Date, or any related  documents or
                           (d) any breach by any lender of Borrower  (other than
                           CDF) of the any  intercreditor  agreement between CDF
                           and any other lender of Borrower".

                  4.4.4  Certain Covenants With a Curing Period.
                  The  parenthetical  in  section  11.1.7 is  amended to read as
                  follows:

                           "(Other than Covenants in Sections 8.1.1,  8.1.5 with
                  respect to secured  loans but not unsecured  accounts  payable
                  obligations, 8.1.6, 8.1.7 and 9)".

         4.5      Termination.

         Subpart (a) of section 3.1 is deleted in its  entirety  and restated as
         follows:

                  "if  Borrower  is not in  default  hereunder,  30  days  prior
                  written notice of termination is reasonable and sufficient".


5.  Representations and Warranties of Borrower.  Each Borrower hereby represents
and warrants to Lender that (i) such Borrower's  execution of this Agreement has
been duly authorized by all requisite action of such Borrower,  (ii) no consents
are necessary from any third parties for such Borrower's execution,  delivery or
performance of this  Agreement,  (iii) this Agreement,  the Loan Agreement,  and
each of the other  Loan  Documents,  constitute  the  legal,  valid and  binding
obligations of Borrower  enforceable  against  Borrower in accordance with their
terms, except to the extent that the enforceability thereof against Borrower may
be limited by bankruptcy,  insolvency or other laws affecting the enforceability
of creditors  rights generally or by equity  principles of general  application,
(iv)  except as  disclosed  on the  disclosure  schedules  attached  to the Loan
Agreement  (Exhibits  7.3,  7.5,  7.7,  7.9,  7.11,  7.17 and 7.18),  all of the
representations  and  warranties  contained in the Loan  Agreement  are true and
correct  with the same force and effect as if made on and as of the date of this
Agreement,  (v) after giving effect to this Agreement,  there is no Default that
has occurred and is  continuing  which has not been waived in writing by Lender;
and (vi) the IRS Refund is a legitimate  claim under the  Internal  Revenue Code
based on Borrowers  net income or losses as of or prior to December 31, 2002 and
has been reviewed and has not been disputed by Borrower's  independent certified
public accountants.

6.  Reaffirmation.  Each Borrower hereby  acknowledges and confirms that (i) the
Loan  Agreement  and the other Loan  Documents  remain in full force and effect,
(ii) such Borrower has no defenses to its  obligations  under the Loan Agreement
and the other Loan  Documents,  (iii) the Liens of the Lender  granted under the
Loan  Agreement  secure  all the  Obligations,  and  continue  in full force and
effect,  and have the same  priority  as before  this  Agreement,  and (iv) such
Borrower has no claim against Lender arising from or in connection with the Loan

                                       10
<PAGE>

Agreement or the other Loan Documents.  Each Borrower  covenants and agrees that
the  amendments  contained  herein  amending all references in the Original Loan
Agreement and the Loan Documents from "Deutsche  Financial Services  Corporation
to "GE Commercial  Distribution Finance Corporation,  formerly known as Deutsche
Financial  Services  Corporation,"  and amending all  references in the Original
Loan  Agreement  and the Loan  Documents  from  "DFS" to "CDF" do not impact the
validity  and  enforceability  of  the  Original  Loan  Agreement  or  the  Loan
Documents, or the liens and security interests granted thereunder.

7.  Governing  Law.  This  Agreement  has been  executed and  delivered in Troy,
Michigan,  and shall be governed by and construed under the laws of the State of
Michigan  without  giving  effect  to  choice  or  conflicts  of law  principles
thereunder.

8. Section  Titles.  The section titles in this Agreement are for convenience of
reference only and shall not be construed so as to modify any provisions of this
Agreement.

9. Counterparts;  Facsimile Transmissions. This Agreement may be executed in one
or more counterparts and on separate counterparts, each of which shall be deemed
an  original,  but all of  which  together  shall  constitute  one and the  same
instrument.  Signatures  to this  Agreement  may be given by  facsimile or other
electronic transmission, and such signatures shall be fully binding on the party
sending the same.



10. Fees and Expenses.  Borrower shall promptly pay to Lender all fees, expenses
and other  amounts  owing to Lender under the Loan  Agreement and the other Loan
Documents  upon  demand,  including,  without  limitation,  all fees,  costs and
expenses  incurred by Lender in connection  with the  preparation,  negotiation,
execution, and delivery of this Agreement.

11. Incorporation By Reference. Lender and Borrower hereby agree that all of the
terms  of the  Loan  Documents  are  incorporated  in and  made a part  of  this
Agreement by this reference.

12. Notice--Oral Commitments Not Enforceable.
The  following  notice is given  pursuant  to Section  432.045  of the  Missouri
Revised  Statutes;  nothing contained in such notice shall be deemed to limit or
modify the terms of the Loan Documents:

         ORAL  AGREEMENTS  OR  COMMITMENTS  TO LOAN MONEY,  EXTEND  CREDIT OR TO
         FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND
         OR RENEW SUCH DEBT ARE NOT  ENFORCEABLE.  TO PROTECT YOU (BORROWER) AND
         US (CREDITOR) FROM  MISUNDERSTANDING OR DISAPPOINTMENT,  ANY AGREEMENTS
         WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING,  WHICH IS
         THE  COMPLETE AND  EXCLUSIVE  STATEMENT  OF THE  AGREEMENT  BETWEEN US,
         EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.


13. Notice--Insurance.
  UNLESS  YOU  PROVIDE  EVIDENCE  OF THE  INSURANCE  COVERAGE  REQUIRED  BY YOUR
  AGREEMENT  WITH US, WE MAY  PURCHASE  INSURANCE AT YOUR EXPENSE TO PROTECT OUR
  INTERESTS IN YOUR  COLLATERAL.  THIS INSURANCE MAY, BUT NEED NOT, PROTECT YOUR
  INTERESTS.  THE COVERAGE  THAT WE PURCHASE MAY NOT PAY ANY CLAIM THAT YOU MAKE

                                       11
<PAGE>

  OR ANY CLAIM THAT IS MADE AGAINST YOU IN CONNECTION WITH THE  COLLATERAL.  YOU
  MAY LATER  CANCEL ANY  INSURANCE  PURCHASED  BY US,  BUT ONLY AFTER  PROVIDING
  EVIDENCE THAT YOU HAVE OBTAINED INSURANCE AS REQUIRED BY OUR AGREEMENT.  IF WE
  PURCHASE  INSURANCE FOR THE COLLATERAL,  YOU WILL BE RESPONSIBLE FOR THE COSTS
  OF THAT  INSURANCE,  INCLUDING THE INSURANCE  PREMIUM,  INTEREST AND ANY OTHER
  CHARGES WE MAY IMPOSE IN CONNECTION WITH THE PLACEMENT OF THE INSURANCE, UNTIL
  THE EFFECTIVE DATE OF THE  CANCELLATION  OR EXPIRATION OF THE  INSURANCE.  THE
  COSTS OF THE  INSURANCE  MAY BE ADDED TO YOUR  TOTAL  OUTSTANDING  BALANCE  OR
  OBLIGATION.  THE COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF INSURANCE
  YOU MAY BE ABLE TO OBTAIN ON YOUR OWN.

  14.    RELEASE.

  EACH  OF THE  BORROWERS  HEREBY  RELEASE,  EXCEPT  IN THE  INSTANCE  OF  GROSS
  NEGLIGENCE AND WILFUL MISCONDUCT, CDF AND ITS OFFICERS, DIRECTORS,  EMPLOYEES,
  AGENTS,  ATTORNEYS,  SUCCESSORS,  PREDECESSORS  AND ASSIGNS FROM ALL MANNER OF
  ACTIONS,  CLAIMS,  DEMANDS,  LIABILITIES,  CAUSE AND CAUSES OF ACTION,  SUITS,
  DAMAGES,  JUDGMENTS,  EXECUTIONS,   WHATSOEVER,  IN  LAW  OR  IN  EQUITY,  AND
  PARTICULARLY,  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN CONNECTION
  WITH THE  ORIGINAL  LOAN  AGREEMENT  AND LOAN  DOCUMENTS  AND ANY  AGREEMENTS,
  DOCUMENTS AND INSTRUMENTS  RELATING THERETO AND THE ADMINISTRATION OF THE LOAN
  DOCUMENTS,  ALL  INDEBTEDNESS,  OBLIGATIONS  AND  LIABILITIES  OF  ANY  OF THE
  BORROWERS TO CDF AND ANY AGREEMENTS, DOCUMENTS AND INSTRUMENTS RELATING TO THE
  DOCUMENTS  (COLLECTIVELY,  THE "CLAIMS"),  WHICH ANY OF THE BORROWERS NOW HAVE
  AGAINST  CDF OR EVER  HAD,  OR  WHICH  MIGHT  BE  ASSERTED  BY  THEIR  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 CDF 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 LOAN DOCUMENTS.


          {remainder of page intentionally left blank; signature pages
                              immediately follows}



                                       12
<PAGE>


         IN WITNESS  WHEREOF,  this  Agreement  has been duly executed as of the
date first above written.


TRAVIS BOATS & MOTORS, INC., as a Borrower

By:
   -----------------------------------------------------------
Name:
     ---------------------------------------------------------
Title:
      --------------------------------------------------------


TBC ARKANSAS, INC., as a Borrower

By:
   -----------------------------------------------------------
Name:
     ---------------------------------------------------------
Title:
      --------------------------------------------------------


TRAVIS BOATING CENTER ARLINGTON, INC., as a Borrower

By:
   -----------------------------------------------------------
Name:
     ---------------------------------------------------------
Title:
      --------------------------------------------------------


TRAVIS BOATING CENTER BEAUMONT, INC., as a Borrower

By:
   -----------------------------------------------------------
Name:
     ---------------------------------------------------------
Title:
      --------------------------------------------------------


TRAVIS BOATING CENTER OKLAHOMA, INC., as a Borrower

By:
   -----------------------------------------------------------
Name:
     ---------------------------------------------------------
Title:
      --------------------------------------------------------


TRAVIS BOATING CENTER TENNESSEE, INC., as a Borrower

By:
   -----------------------------------------------------------
Name:
     ---------------------------------------------------------
Title:
      --------------------------------------------------------



                                       13
<PAGE>


<PAGE>


TRAVIS SNOWDEN MARINE, INC., as a Borrower

By:
   -----------------------------------------------------------
Name:
     ---------------------------------------------------------
Title:
      --------------------------------------------------------


FALCON MARINE, INC., as a Borrower

By:
   -----------------------------------------------------------
Name:
     ---------------------------------------------------------
Title:
      --------------------------------------------------------


FALCON MARINE ABILENE, INC., as a Borrower

By:
   -----------------------------------------------------------
Name:
     ---------------------------------------------------------
Title:
      --------------------------------------------------------


TRAVIS BOATING CENTER ALABAMA, INC., as a Borrower

By:
   -----------------------------------------------------------
Name:
     ---------------------------------------------------------
Title:
      --------------------------------------------------------



TRAVIS BOATING CENTER LOUISIANA, INC., as a Borrower

By:
   -----------------------------------------------------------
Name:
     ---------------------------------------------------------
Title:
      --------------------------------------------------------



TRAVIS BOATS & MOTORS BATON ROUGE, INC., as a Borrower

By:
   -----------------------------------------------------------
Name:
     ---------------------------------------------------------
Title:
      --------------------------------------------------------


TRAVIS BOATING CENTER  MISSISSIPPI, INC., as a Borrower

By:
   -----------------------------------------------------------
Name:
     ---------------------------------------------------------
Title:
      --------------------------------------------------------


                                       14
<PAGE>

TRAVIS BOATING CENTER LITTLE ROCK, INC., as a Borrower

By:
   -----------------------------------------------------------
Name:
     ---------------------------------------------------------
Title:
      --------------------------------------------------------



RED RIVER MARINE ARKANSAS, INC., as a Borrower

By:
   -----------------------------------------------------------
Name:
     ---------------------------------------------------------
Title:
      --------------------------------------------------------



SHELBY MARINE CENTER, INC., as a Borrower

By:
   -----------------------------------------------------------
Name:
     ---------------------------------------------------------
Title:
      --------------------------------------------------------



SHELBY MARINE PICKWICK, LLC, as a Borrower

By:
   -----------------------------------------------------------
Name:
     ---------------------------------------------------------
Title:
      --------------------------------------------------------




GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION
formerly  known as Deutsche Financial Services Corporation, as Lender

By:
   -----------------------------------------------------------
Name:
     ---------------------------------------------------------
Title:
      --------------------------------------------------------






                                       15
<PAGE>

                                    Exhibit A

                           Documents and Requirements



1.     Amendment regarding Amended and Restated Loan and Security Agreement.

2.     Revised and updated complete Disclosure Schedule (Exhibits 7.3, 7.5, 7.7,
       7.9,  7.11,  7.17 and 7.18) to the Amended and Restated Loan and Security
       Agreement, as required.

3.     Execution of an  Intercreditor  Agreement  by and between  CDF,  TCFC and
       TMRC, in form and substance satisfactory to CDF.

4.     Execution of amendments to the existing TCFC loan  documents  waiving all
       existing defaults and adding an additional  $__________  facility similar
       to the IRS Refund Loan.