EXHIBIT 10.82


                       STOCK OPTION CANCELLATION AGREEMENT

         This Stock Option Cancellation  Agreement (this "Agreement") is entered
into as of the 7th day of January,  2003, by and between  Travis Boats & Motors,
Inc.,  a  Texas   corporation  (the   "Company"),   and  Richard  Birnbaum  (the
"Optionholder").

                                    RECITALS

         A. On each of the dates listed below,  the Company  granted  options to
acquire the number of shares listed below of the  Company's  common stock to the
Optionholder (collectively the "Stock Options"):

                     Date                            No. of Options
                 May 22, 2001                            33,333

         B.  Effective  January  7,  2003,  the  Company  entered  into  various
agreements with TMRC, L.L.P.  ("Tracker"),  GE Commercial  Distribution  Finance
Corporation and Transamerica  Commercial Finance  Corporation  (collectively the
"Lenders"),  wherein the Lenders  agree to provide  short-term  financing to the
Company (the "Financing").

         C. In order to eliminate  certain  potential  dilutive common shares to
ensure the voting control and Board of Director  control required by Tracker for
the  Financing,  and in order to encourage the Lenders to provide the Financing,
the Company and the Optionholder have agreed to enter into this Agreement and to
thereby cancel the Stock Options.

         NOW, THEREFORE,  in consideration of the promises and mutual agreements
contained herein,  and intending to be legally bound hereby,  the parties hereby
agree as follows:

                                    AGREEMENT

         1.  Cancellation  of Stock Options.  Effective as of the date first set
forth above,  the  Optionholder and the Company agree that the Stock Options are
hereby  cancelled and that the  Optionholder  has no further rights with respect
thereto,  including  but not  limited to, any  options or rights  thereunder  to
acquire  any  securities  of the Company and the  immediate  termination  of any
corresponding stock option agreements.

         2. Miscellaneous.

         (a) Governing  Law. This  Agreement has been  negotiated,  executed and
delivered  at and shall be deemed  to have  been made in Texas.  This  Agreement
shall be governed by and construed in  accordance  with the domestic laws of the
State of Texas without  giving effect to any choice or conflict of law provision
or rule  (whether  of the State of Texas or any other  jurisdiction)  that would
cause the  application of the laws of any  jurisdiction  other than the State of
Texas.

         (b) Entire  Agreement.  This  Agreement is the entire  agreement of the
parties with respect to the subject matter of this Agreement, and supersedes all
prior agreements between them, whether oral or written, of any nature whatsoever
with respect to the subject matter hereof.

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         (c) Multiple  Counterparts.  This  Agreement  may be executed in one or
more counterparts, all of which shall be considered one and the same agreement.

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         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first above set forth.


                                          TRAVIS BOATS & MOTORS, INC.



                                           By:
                                              ---------------------------------
                                              Mark T. Walton, President



                                           OPTIONHOLDER:


                                           ------------------------------------
                                           Richard Birnbaum










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