EXHIBIT 10.71


                           LOAN AND SECURITY AGREEMENT



                          Dated as of January 7, 2003



                           TRAVIS BOATS & MOTORS, INC.
                            a Texas corporation, and
                          its affiliates listed herein


                                  ("Borrower")



                                       and



                                  TMRC, L.L.P.
                    a Missouri limited liability partnership,


                                   ("Lender")











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<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

                                                                                                               Page
<S>               <C>                                                                                           <C>

ARTICLE I -       Definitions.....................................................................................1
   Section 1.1    Definitions.....................................................................................1

ARTICLE II -      Amount and Terms of the Secured Loan Facility...................................................2
   Section 2.1    Advances........................................................................................2
   Section 2.2    Secured Note....................................................................................3
   Section 2.3    Obligations Absolute............................................................................3
   Section 2.4    Interest........................................................................................3
   Section 2.5    Voluntary Prepayment; Termination of Agreement by Borrower......................................4
   Section 2.6    Use of Proceeds.................................................................................4
   Section 2.7    Mandatory Prepayment............................................................................4
   Section 2.8    Payments........................................................................................4

ARTICLE III -     Security Interest...............................................................................5
   Section 3.1    Grant of Security Interest......................................................................5

ARTICLE IV -      Conditions of Lending...........................................................................5
   Section 4.1    Conditions Precedent to the Initial Advance.....................................................5
   Section 4.2    Determination to Make Other Advances............................................................6
   Section 4.3    Conditions Precedent to All Advances............................................................6

ARTICLE V -       Representations and Warranties..................................................................6
   Section 5.1    Existence and Power; Name.......................................................................6
   Section 5.2    Authorization of Borrowing; No Conflict as to Law or Agreements.................................7
   Section 5.3    Legal Agreements................................................................................7
   Section 5.4    Litigation......................................................................................7
   Section 5.5    Title and Liens.................................................................................7

ARTICLE VI -      Covenants.......................................................................................7
   Section 6.1    Reporting Requirements..........................................................................7
   Section 6.2    Authorization to File Financing Statements......................................................8
   Section 6.3    Indemnification.................................................................................8

ARTICLE VII -     Events of Default, Rights and Remedies..........................................................8
   Section 7.1    Events of Default...............................................................................8
   Section 7.2    Rights and Remedies.............................................................................9

ARTICLE IX -      Miscellaneous...................................................................................9
   Section 8.1    No Waiver; Cumulative Remedies..................................................................9
   Section 8.2    Amendments, Etc.................................................................................9
   Section 8.3    Addresses for Notices, Etc.....................................................................10
   Section 8.4    Execution in Counterparts......................................................................11
   Section 8.5    Binding Effect; Assignment; Complete Agreement.................................................11
   Section 8.6    Governing Law..................................................................................11

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   Section 8.7    Severability of Provisions.....................................................................11
   Section 8.8    Headings.......................................................................................11
   Section 8.9    Costs and Expenses.............................................................................11
   Section 8.10   Construction...................................................................................11
   Section 8.11   Statutory Notice Regarding Oral Agreements.....................................................11

</TABLE>

                                       ii

<PAGE>



                           LOAN AND SECURITY AGREEMENT
                           Dated as of January 7, 2003

         TRAVIS BOATS & MOTORS, INC., a Texas corporation,  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,  sometimes  referred to as "Borrower"),  and
TMRC, L.L.P., a Missouri limited liability partnership ("Lender"),  hereby agree
as follows:

                                    ARTICLE I

                                   Definitions

         Section 1.1  Definitions.  For  purposes of this  Agreement,  except as
otherwise expressly provided or unless the context otherwise requires, the terms
defined  in this  Article  shall  have  the  meanings  assigned  to them in this
Article, and include the plural as well as the singular.

                  "Advance"  means an advance to  Borrower  by Lender  under the
         Secured Loan Facility.

                  "Agreement" means this Loan and Security Agreement.

                   "Commitment" means Five Hundred Thousand Dollars  ($500,000),
         subject  to  reduction  as  provided  in  Section  2.7  hereof  and the
         limitations and restrictions expressly set forth herein..

                  "Default"  means an event  that,  with the giving of notice or
         passage of time, or both, would constitute an Event of Default.

                  "Default  Rate"  means at any time two  percent  (2%) over the
         rate of interest  charged by Lender  under this  Agreement  immediately
         prior to the occurrence of a Default or Event of Default.

                  "Draw  Request"  has the meaning  set forth in Section  2.1(c)
         hereof.

                  "Event of Default"  has the meaning  specified  in Section 7.1
         hereof.

                  "Liens" means, with respect to any asset, any mortgage,  lien,
         pledge,  charge,  security  interest or encumbrance of any kind, or any
         other type of preferential arrangement that has the practical effect of
         creating an encumbrance on or in respect of such asset.

                  "Loan Documents" means this Agreement and the Secured Notes.

<PAGE>

                  "Obligations" has the meaning set forth in Section 3.1 hereof.

                  "Parent"  means  Travis  Boats  and  Motors,   Inc.,  a  Texas
         corporation.

                  "Prime  Rate"  means the rate of interest  publicly  announced
         from time to time by JPMorgan  Chase Bank,  as its "Prime  Rate" or, if
         such  bank  ceases  to  announce  a rate  so  designated,  any  similar
         successor rate of such Bank or, if no such rate exists,  then the prime
         rate of any other bank designated by Tracker,  it being understood that
         such Prime Rate is not  necessarily the lowest rate charged by the bank
         and is  established by the bank in its sole  discretion,  and such bank
         may charge rates at, below or above the Prime Rate.

                  "Secured Loan  Facility"  means the loan  facility  being made
         available to Borrower by Lender under Article II hereof.

                  "Secured Note," means the secured  promissory note of Borrower
         payable to the order of Lender in substantially the form of Exhibit A.

                  "Senior  Lenders"  means GE  Commercial  Distribution  Finance
         Corporation and Transamerica Commercial Finance Corporation.

                  "Subsidiaries"  means,  as to  Parent,  each of the  Borrowers
         other than Parent.

                  "Tax Refund" means all general  intangible  rights of Borrower
         related to any and all refunds now or hereafter  owing to Borrower from
         the  Internal  Revenue  Service  for tax  years  ending  on or prior to
         December 31, 2002, and all proceeds thereof.

                  "Termination Date" means April 30, 2003.

                  "Term Sheet" means that  certain term sheet  between  Borrower
         and Lender  executed and delivered  this date  specifying,  among other
         things, the conditions precedent to the making of Advances hereunder.

                                   ARTICLE II

                  Amount and Terms of the Secured Loan Facility

         Section 2.1 Advances. Lender shall make Advances to Parent from time to
time,  at the sole  discretion  of the  Lender,  during the period from the date
hereof to the close of  business  on January 31,  2003,  or the earlier  date of
termination  in whole of the Secured Loan Facility  under Section 2.5 or Section
7.2 hereof,  in an aggregate  amount at any time  outstanding  not to exceed the
Commitment.  The Secured Loan Facility  shall be a draw-loan  facility up to the
aggregate  amount of the  Commitment.  Amounts  borrowed  and  repaid may not be
reborrowed.  This is not a revolving  loan facility.  Borrower  agrees to comply
with the following procedures in requesting Advances under this Section 2.1:

                  (a) Lender  shall not make any Advance  under the Secured Loan
         Facility if, after giving effect to such requested Advance,  the sum of
         the Advances  heretofore made under this Section 2.1 or otherwise would
         exceed the Commitment.

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<PAGE>

                  (b) Lender shall not be required to make any Advance under the
         Secured  Loan  Facility  so long as an Event of  Default  exists or any
         event exists that with the passage of time or the giving of notice,  or
         both, would constitute an Event of Default.

                  (c) Each request for an Advance  shall be made in a writing to
         Lender (or agent specified in writing by Lender,  on behalf of Lender),
         which  may be  transmitted  by fax or  E-mail  (each a "Draw  Request")
         specifying  the date of the requested  Advance and the amount  thereof,
         and shall be made by the Operations Committee of the Board of Directors
         of Borrower.

                  (d) Upon fulfillment of the applicable conditions set forth in
         Section 4.2, Lender, at Lender's sole discretion, may make Advances.

                  (e) Loan  proceeds  advanced by Lender  shall be  disbursed by
         bank wire transfer to a bank account designated by Parent unless Lender
         and Parent otherwise agree.

                  (f) Each Draw Request  shall be deemed to be a  representation
         by each Borrower,  jointly and severally,  that: (i) the conditions set
         forth in this  Section 2.1 have been met, and (ii) the  conditions  set
         forth in Sections 4.1, 4.2 and 4.3, as applicable,  have been satisfied
         as of the time of the request.

         Section 2.2 Secured Note.  All  Advances,  if any, made by Lender under
this Article II shall be evidenced by the Secured Note held by Lender, and shall
be repayable with interest in accordance with the Secured Note. The principal of
the Secured  Note shall be payable (a) as provided  herein and on the earlier of
the Termination Date or acceleration by Lender or (b) with respect to prepayment
in connection with the Tax Refund, as required under Section 2.7 or acceleration
by Lender under  Section  7.2, and in each case shall bear  interest as provided
herein.

         Section 2.3  Obligations  Absolute.  The  obligations  of each Borrower
arising under this Agreement shall be absolute,  unconditional  and irrevocable,
and shall be paid strictly in accordance with the terms of this Agreement, under
all circumstances whatsoever.

         Section 2.4 Interest.  The principal of the Advances  outstanding  from
time to time  during any month  shall bear  interest  (computed  on the basis of
actual days elapsed) at the rate per annum of the Prime Rate plus 4%;  provided,
however, that at no time shall such interest rate be computed on a Prime Rate of
less than Four and  Seventy-five  One Hundredths  percent  (4.75%) per annum and
provided further that such interest rate shall in no instance exceed the maximum
interest  rate, if any,  allowed by law. The Advances shall bear interest at the
Default Rate from and after a Default or an Event of Default.  Interest accruing
on the principal balance of the Advances  outstanding from time to time shall be
payable on the Termination Date or earlier prepayment in full.

         Section 2.5 Voluntary Prepayment; Termination of Agreement by Borrower.
Borrower may, in its discretion,  prepay the Advances in whole or in part at any
time or from  time to  time.  The  Commitment  automatically  shall  be  reduced
dollar-for-dollar  by the aggregate amount prepaid pursuant to this Section 2.5.
Parent,  on behalf of  Borrower,  may  terminate  this  Agreement at any time by


                                       3
<PAGE>

giving at least 30 days' prior written notice to Lender of Borrower's  intention
to  terminate  this  Agreement  and by  paying  in  full  the  amount  of all of
Borrowers' obligations under this Agreement and the Secured Note.

         Section 2.6 Use of Proceeds.  The  proceeds of all  Advances  hereunder
shall be used to provide  working  capital for  Borrower,  to pay for  operating
expenses  and for the  immediate  cash needs of  Borrower,  and to pay the fees,
costs and expenses of Lender.

         Section  2.7  Mandatory  Prepayment.  Immediately  upon  receipt of any
proceeds of the Tax Refund,  Borrower  will prepay the  principal  amount of the
Advances  by  delivering  to Lender  all  checks or other  evidences  of the Tax
Refund,  endorsed without  restriction to the order of Lender until such time as
the amount of the Tax Refund so applied equals the total of all Obligations then
outstanding.  Until  delivered to Lender,  all such checks or other evidences of
the Tax Refund  shall be held in trust by  Borrower  for and as the  property of
Lender.  To the extent  that the  aggregate  amount of the  proceeds  of the Tax
Refund exceeds the total of all Obligations then outstanding,  and provided that
there is no Default or Event of Default by Borrower  under this Agreement or the
Secured Note,  Lender will release its security  interest (granted under Article
III below) in the Tax Refund and will remit to Borrower  the full amount of such
excess. The Commitment  automatically shall be reduced  dollar-for-dollar by the
aggregate amount prepaid pursuant to this Section 2.7.

         Section 2.8 Payments.

         (a) Delivery of Payments.  All payments by Borrower of the  Obligations
shall be made in same day funds and  delivered  to Lender,  by wire  transfer to
such account or place as Lender may from time to time designate.

Borrower shall receive credit on the day of receipt for funds received by Lender
by 11:00 a.m. (Central time) on any business day. Funds received on any business
day after such time shall be deemed to have been paid on the next  business day.
Whenever  any  payment to be made  hereunder  shall be stated to be due on a day
that is not a business  day,  the  payment  shall be due on the next  succeeding
business day and such extension of time shall be included in the  computation of
the amount of interest and fees due hereunder.

         (b)  Invalid  Payments.  To the  extent  Borrower  makes a  payment  or
payments  to Lender,  and to the extent  any Tax Refund is  delivered  to Lender
pursuant  to  Section  2.7  hereof,  which  payments  or any  part  thereof  are
subsequently invalidated,  declared to be fraudulent or preferential,  set aside
and/or required to be repaid to a trustee, receiver or any other party under any
bankruptcy  law, state or federal law,  common law or equitable cause (or to the
Internal Revenue Service,  in the case of a Tax Refund),  then, to the extent of
such payment or proceeds repaid,  the Obligations or part thereof intended to be
satisfied  shall be revived  and  continued  in full force and effect as if such
payment or proceeds had not been received by Lender.

                                   ARTICLE III

                               Security Interest

         Section 3.1 Grant of Security  Interest.  Borrower each hereby  assigns
and  grants  to  Lender a lien  upon and  security  interest  in (the  "Security
Interest")  the Tax Refund as security for the payment and  performance  of each


                                       4
<PAGE>

obligation of Borrower to Lender under this Agreement and the Secured Note. (All
such  obligations  being  herein  sometimes  collectively  referred  to  as  the
"Obligations").  Borrower authorizes Lender to file such Uniform Commercial Code
financing  statements and such notices with the Internal  Revenue  Service under
the Claims Act (31 U.S.C. ss. 3727 and 41 U.S.C. ss. 15) as Lender may determine
for the purpose of perfecting Lender's security interest in the Tax Refund.

                                   ARTICLE IV

                              Conditions of Lending

         Section 4.1 Conditions Precedent to the Initial Advance. The obligation
of Lender to make the initial  Advance under the Secured Loan Facility  shall be
subject to the  condition  precedent  that Lender shall have received all of the
following,  each in form and  substance  satisfactory  to  Lender  except to the
extent a condition is waived in writing by Lender:

                  (a)  This  Agreement  and  the  Secured  Note,  each  properly
         executed on behalf of Borrower;

                  (b) Borrower  shall have  provided  evidence  satisfactory  to
         Lender of the  existence  and amount of the Tax 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)  Confirmation  of filing of such Uniform  Commercial  Code
         financing  statements  perfecting  the  security  interest  granted  by
         Borrower  in the Tax  Refund and the  filing of such  notices  with the
         Internal Revenue Service regarding the Tax Refund as Lender determines;

                  (d) A current  certificate issued by the Secretary of State of
         the State of Texas,  certifying that Borrower is in good standing under
         the laws of the  State of Texas and a current  Certificate  of  Account
         Status issued by the Texas Comptroller of Public Accounts confirming no
         franchise tax reports or payments are due;

                  (e) A completed Draw Request;

                  (f) Copies of Parent's  Article of  Incorporation  and By-laws
         and resolutions duly adopted by the Board of Directors of each Borrower
         authorizing execution,  delivery and performance of this Agreement, the
         Secured Notes and the Obligations as certified by the Secretary of each
         Borrower;

                  (g) The  opinion  letter of  Jenkens &  Gilchrist,  counsel to
         Borrower,  on  substantially  the terms set forth in Exhibit B attached
         hereto;

                  (h)  Confirmation  that the Tax  Refund is subject to no Liens
         other than in favor of the Lender and the Senior Lenders;

                                       5
<PAGE>

                  (i) All of the  conditions  to funding set forth and described
         in the Term Sheet shall have been satisfied or waived by Lender;

                  (j) Execution by Lender of an intercreditor agreement with the
         Senior Lenders on terms acceptable to Lender; and

                  (k)  Delivery  of  such  other  documents,   agreements,   and
         instruments,  and the performance by Borrower of such other actions, as
         may be determined by each of the Lenders in its discretion.

         Section 4.2  Determination to Make Other Advances.  After the making of
the initial  Advance,  all  subsequent  Advances under the Secured Loan Facility
shall be at the sole discretion of the Lender. In connection  therewith,  Lender
may require,  and Borrower will provide to Lender,  such further  agreements and
documents  and shall  take such  actions  or cause  such  actions to be taken as
Lender may require.

         Section 4.3  Conditions  Precedent to All Advances.  The  obligation of
Lender to make each Advance shall be subject to the further conditions precedent
that on such date:

                  (a)  the  representations  and  warranties  contained  in this
         Article IV are correct on and as of the date of such  Advance as though
         made  on  and  as  of  such  date,  except  to  the  extent  that  such
         representations and warranties relate solely to an earlier date; and

                  (b) no event has occurred and is  continuing,  or would result
         from such Advance which constitutes a Default or an Event of Default.

                  (c) each Senior  Lender  shall make  advances of funds of like
         amount of and simultaneously with the Advance being made by Lender.

                                    ARTICLE V

                         Representations and Warranties

         Borrower represents and warrants to Lender as follows:

         Section 5.1 Existence and Power;  Name.  Each Borrower is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
jurisdiction of its  incorporation or organization,  except where the failure to
be in good  standing  would not have a material  adverse  effect on the business
taken as a whole.  The name of each Borrower set forth in the first paragraph of
this   Agreement  is  the  exact  and  current  legal  name  of  Borrower.   The
organizational  number  issued to Parent by the  Secretary  of State of Texas is
46499000.  Borrower  has  all  requisite  power  and  authority,   corporate  or
otherwise,  to conduct its business,  to own its  properties  and to execute and
deliver, and to perform all of its obligations under, the Loan Documents.

         Section  5.2  Authorization  of  Borrowing;  No  Conflict  as to Law or
Agreements. The execution, delivery and performance by each Borrower of the Loan
Documents  and the  borrowings  from  time  to time  hereunder  have  been  duly


                                       6
<PAGE>

authorized  by all  necessary  corporate  action  and do not and will  not:  (a)
require  any  consent or  approval of the  shareholders  of such  Borrower,  (b)
require any authorization, consent or approval by, or registration,  declaration
or filing with, or notice to, any governmental  department,  commission,  board,
bureau,  agency or  instrumentality,  domestic  or  foreign,  or any third party
(other than filings on Form 8-K with the Securities  and Exchange  Commission to
disclose the transactions  contemplated by the Loan Documents),  (c) violate any
provision of any law, rule or regulation  or of any order,  writ,  injunction or
decree  presently  in effect  having  applicability  to such  Borrower or of the
Certificate of  Incorporation  or the By-laws of such Borrower,  (d) result in a
breach  of or  constitute  a  default  under  any  indenture  or loan or  credit
agreement or any other  material  agreement,  lease or  instrument to which such
Borrower is a party or by which it or its  properties  may be bound or affected,
or (e) result in, or require,  the creation or imposition of any mortgage,  deed
of trust,  pledge, lien, security interest or other charge or encumbrance of any
nature  upon or with  respect to any of the  properties  now owned or  hereafter
acquired  by such  Borrower  other  than as set  forth  in  Article  III of this
Agreement.

         Section 5.3 Legal Agreements. This Agreement constitutes,  and upon due
execution by Borrower,  the other Loan  Documents  will  constitute,  the legal,
valid and binding  obligations  of  Borrower,  enforceable  against  Borrower in
accordance with their respective terms.

         Section  5.4  Litigation.  There are no actions,  suits or  proceedings
pending  or, to the  knowledge  of  Borrower,  threatened  against or  affecting
Borrower  or the  properties  of  Borrower  before  any  court  or  governmental
department,  commission,  board, bureau, agency or instrumentality,  domestic or
foreign,  which,  if  determined  adversely to  Borrower,  would have a material
adverse effect on the financial condition, properties or operations of Borrower.

         Section 5.5 Title and Liens. The Borrowers  collectively  have good and
absolute  title to the right to  receive  the Tax  Refund  free and clear of all
Liens other than security interests in favor of Senior Lenders.

                                   ARTICLE VI

                            Covenants and Agreements

         Section 6.1 Reporting Requirements. Parent will deliver, or cause to be
delivered,   to  Lender  such  financial  statements,   financial   information,
projections  and other  information  regarding  the  business of Borrower  (on a
consolidated  basis) as Lender may require  from time to time in  Lender's  sole
discretion.  In addition, to the extent any Borrower is obligated to furnish any
such  financial  statements  or  information  to any  other  provider  of credit
facilities or loans or floor-planning financing, Parent will cause copies of all
such information to be delivered simultaneously to Lender.

         Section 6.2 Authorization to File Financing  Statements.  Each Borrower
hereby  irrevocably  authorizes  Lender (or Lender's agent) at any time and from
time to time to file in any filing office in any jurisdiction  initial financing
statements and amendments thereto that describe or indicate the Tax Refund.

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<PAGE>

         Section 6.3  Indemnification.  Each  Borrower,  jointly and  severally,
agrees to indemnify,  defend and hold harmless the Lender,  and its  affiliates,
successors  and  assigns,  and  all  present  and  future  officers,  directors,
employees  and  agents of any of the  foregoing  (the  "Indemnitees"),  from and
against (i) any and all  liabilities,  losses,  damages,  penalties,  judgments,
suits, claims,  costs and expenses of any kind or nature whatsoever  (including,
without  limitation,  the  reasonable  fees and  disbursements  of  counsel)  in
connection  with any  investigative,  administrative  or  judicial  proceedings,
whether or not such Indemnitee shall be designated a party thereto, which may be
imposed on,  incurred  by or asserted  against  such  Indemnitee,  in any manner
relating to or arising out of or in connection  with the making of the Advances,
the Tax Refund (including any governmental  disgorgement  attempt or proceeding)
or the use of intended  use of the proceeds of the  Advances  (the  "Indemnified
Liabilities"),  EVEN IF A COURT DETERMINES THAT THE LENDER'S  NEGLIGENCE  (OTHER
THAN GROSS  NEGLIGENCE)  CAUSED SUCH LOSS,  LIABILITY  OR EXPENSE IN WHOLE OR IN
PART. If any investigative,  judicial or administrative  proceeding arising from
any of the  foregoing is brought  against any  Indemnitee,  upon request of such
Indemnitee,   such  Borrower,   or  counsel  designated  by  such  Borrower  and
satisfactory  to the  Indemnitee,  will resist and defend such  action,  suit or
proceeding to the extent and in the manner as may be reasonably  directed by the
Indemnitee,  at such Borrower's sole cost and expense.  Each Indemnitee will use
its best  efforts  to  cooperate  in the  defense  of any such  action,  suit or
proceeding. If the foregoing undertaking to indemnity,  defend and hold harmless
may be held to be  unenforceable  because it violates any law or public  policy,
such Borrower shall  nevertheless  make the maximum  contribution to the payment
and  satisfaction  of each of the Indemnified  Liabilities  which is permissible
under  applicable  law. The  obligation of such Borrower  under this Section 6.3
shall  survive the  termination  of this  Agreement  and the  discharge  of such
Borrower" Obligations.

                                   ARTICLE VII

                     Events of Default, Rights and Remedies

         Section  7.1  Events of  Default.  "Event of  Default",  wherever  used
herein, means any one of the following events:

                  (a) Any default payment of any interest on or principal of the
         Secured Note when due or in the  performance,  or breach,  of any other
         covenant or agreement of any Borrower  contained in this Agreement,  in
         the Secured  Note or in any other  agreement to which both the Borrower
         and Lender is a party; or

                  (b) Any  Borrower  shall  liquidate,  dissolve,  terminate  or
         suspend  its  business  operations  or  otherwise  fail to operate  its
         business in the ordinary course,  or sell all or  substantially  all of
         its assets, without the prior written consent of Lender; or

                  (c) A petition is filed by or against any  Borrower  under the
         United States Bankruptcy Code naming such Borrower as debtor;

                  (d) Any  representation  or warranty  made by Borrower in this
         Agreement, the Secured Notes or in any other certificate, instrument or
         statement  made or  delivered  pursuant to or in  connection  with this
         Agreement,  the Secured Notes or any other  agreement to which both the


                                       8
<PAGE>

         Borrower  and Lender is a party shall prove to have been  incorrect  in
         any material respect; or

                  (e) Any default by any Borrower  under any credit  facility of
         Borrower with a Senior Lender.

         Section 7.2 Rights and  Remedies.  Upon the  occurrence  of an Event of
Default, Lender may exercise any or all of the following rights and remedies:

                  (a) Lender, may, by notice to Parent, declare the Secured Loan
         Facility  to  be  terminated,   whereupon  the  same  shall   forthwith
         terminate;

                  (b) Lender may, by notice to Parent,  declare to be  forthwith
         due and payable the entire unpaid  principal amount of the Secured Note
         then  outstanding,  all interest  accrued and unpaid  thereon,  and all
         amounts payable under this  Agreement,  whereupon the Secured Note, all
         such accrued interest and all such amounts and obligations shall become
         and be  forthwith  due and  payable,  without  presentment,  notice  of
         dishonor,  protest  or  further  notice of any  kind,  all of which are
         hereby expressly waived by each Borrower; and

                  (c)  Lender  may   exercise  any  other  rights  and  remedies
         available to it under the Loan Documents,  the Uniform  Commercial Code
         or under other applicable law.

                                  ARTICLE VIII

                                  Miscellaneous

         Section 8.1 No Waiver;  Cumulative Remedies. No failure or delay on the
part of Lender in exercising any right, power or remedy under the Loan Documents
shall operate as a waiver thereof;  nor shall any single or partial  exercise of
any such right,  power or remedy preclude any other or further  exercise thereof
or the  exercise of any other right,  power or remedy under the Loan  Documents.
The remedies  provided in the Loan Documents are cumulative and not exclusive of
any remedies provided by law.

         Section 8.2 Amendments, Etc. No amendment, modification, termination or
waiver of any  provision  of any Loan  Document or consent to any  departure  by
Borrower  therefrom  shall be effective  unless the same shall be in writing and
signed by Lender, and then such waiver or consent shall be effective only in the
specific  instance and for the specific purpose for which given. No notice to or
demand on  Borrower in any case shall  entitle  Borrower to any other or further
notice or demand in similar or other circumstances.

         Section 8.3 Addresses for Notices,  Etc. Except as otherwise  expressly
provided  herein,  all  notices,  requests,  demands  and  other  communications
provided  for under the Loan  Documents  shall be in  writing  and shall be: (a)
personally  delivered,  (b) sent by first class United States mail,  (c) sent by
overnight  courier of national  reputation,  or (d)  transmitted  by telecopy or
e-mail followed,  within twenty-four (24) hours, by personal delivery or deposit
with an overnight courier of national reputation,  in each case addressed to the

                                       9
<PAGE>

party to whom  notice is being  given at its  address as set forth below and, if
telecopied, transmitted to that party at its telecopier number set forth below:

                  If to any Borrower:

                  c/o Travis Boats & Motors, Inc.
                  12116 Jekel Circle
                  Suite 102
                  Austin, Texas 78727
                  Attention:  Mark T. Walton
                  Facsimile No:  (512) 329-0480

                  With copies to:

                  Jenkens & Gilchrist
                  2200 One American Center
                  6000 Congress Avenue
                  Austin, Texas 78701
                  Attention:  J. Rowland Cook, Esq.
                  Facsimile No:  (512) 404-3520

                  If to Lender:

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

                  With copies to:

                  Gallop, Johnson & Neuman, L.C.
                  101 South Hanley Road, Suite 1600
                  St. Louis, Missouri 63105
                  Attention:  Robert H. Wexler, Esq.
                  Facsimile No:  (314) 615-6001

or,  as to each  party,  at such  other  address  or  telecopier  number  as may
hereafter  be  designated  by such party in a written  notice to the other party
complying  as to  delivery  with the terms of this  Section.  All such  notices,
requests,  demands and other  communications  shall be deemed to have been given
on: (a) the date received if personally  delivered,  (b) three (3) business days
after  deposit in the mail if delivered by mail,  (c) one (1) business day after
being sent by overnight  courier,  or (d) the date of  transmission by telecopy,
provided such telecopy is followed  within 24 hours of  transmission by delivery
to Lender or deposit with an overnight  carrier of an original of the telecopied
document,  except that notices or requests to Lender  (including but not limited

                                       10
<PAGE>

to Draw  Requests)  pursuant to any of the provisions of Article II shall not be
effective until received by Lender.

         Section 8.4 Execution in  Counterparts.  This  Agreement and other Loan
Documents may be executed in any number of  counterparts,  each of which when so
executed  and  delivered  shall be  deemed  to be an  original  and all of which
counterparts, taken together, shall constitute but one and the same instrument.

         Section 8.5 Binding Effect;  Assignment;  Complete Agreement.  The Loan
Documents  shall be binding upon and inure to the benefit of Borrower and Lender
and their respective successors and assigns, except that Borrower shall not have
the right to assign its rights  thereunder or any interest  therein  without the
prior written consent of Lender.  This  Agreement,  together with the other Loan
Documents, comprises the complete and integrated agreement of the parties on the
subject matter hereof and supersedes all prior  agreements,  written or oral, on
the subject matter hereof.

         Section 8.6  Governing  Law.  This  Agreement  shall be governed by and
construed  in  accordance  with the  substantive  laws of the State of  Missouri
without regard to its choice-of-law or conflicts-of-law principles.

         Section 8.7 Severability of Provisions. Any provision of this Agreement
that is prohibited or  unenforceable  shall be ineffective to the extent of such
prohibition or unenforceability  without  invalidating the remaining  provisions
hereof.

         Section 8.8 Headings.  Article and Section  headings in this  Agreement
are included herein for convenience of reference only and shall not constitute a
part of this Agreement for any other purpose.

         Section 8.9 Costs and  Expenses.  The Borrower  agrees to pay on demand
all reasonable costs and expenses  (including  attorneys' fees) incurred by each
of the Lender in connection with transactions contemplated hereunder, including,
without  limitation,  the  preparation and negotiation of the Loan Documents and
all other documents relating to such Loan Documents,  the filing or recording of
any documents or notices,  and all expenses of collection and enforcement of the
Obligations  and  satisfaction,  foreclosure  or  enforcement  of  the  security
interest herein granted.

         Section 8.10 Construction.  This Agreement has been fully negotiated by
the parties,  and there is to be no  construction  against either party based on
any presumption of that party's involvement in the drafting thereof.

         Section 8.11 Statutory Notice Regarding Oral Agreements.  The following
notice is given pursuant to Section  432.045 of the Missouri  Revised  Statutes;
nothing  contained  in such notice may 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  (LENDER)  FROM

                                       11
<PAGE>

MISUNDERSTANDING  OR  DISAPPOINTMENT,  ANY  AGREEMENTS  WE REACH  COVERING  SUCH
MATTERS ARE  CONTAINED  IN THE  WRITING,  WHICH IS THE  COMPLETE  AND  EXCLUSIVE
STATEMENT OF THE  AGREEMENT  BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING
TO MODIFY IT.

            [Remaining portion of this page is intentionally blank.]











                                       12
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective  officers  thereunto duly authorized 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:
                                           -------------------------------------

                                       13

<PAGE>
                                     TRAVIS BOATING CENTER TENNESSEE, INC.,
                                     as a Borrower


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

                                     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:
                                           -------------------------------------

                                       14
<PAGE>

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


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

                                     TRAVIS BOATING CENTER MISSISSIPPI, INC.,
                                     as a Borrower


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

                                     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:
                                           -------------------------------------


                                       15
<PAGE>

                                     SHELBY MARINE PICKWICK, LLC,  as a Borrower


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


                                     LENDER:

                                     TMRC, L.L.P.,
                                     a Missouri limited liability partnership

                                     By: Tracker Marine, LLC,
                                         its __________________________

                                     By: Three Johns Company,
                                         Its Sole Member


                                     By:
                                        ----------------------------------------

                                     Name:
                                          --------------------------------------

                                     Title:
                                           -------------------------------------








                                       16
<PAGE>


                                                                       EXHIBIT A



                             SECURED PROMISSORY NOTE
$500,000.00                                                Springfield, Missouri
                                                                January __, 2003

         FOR VALUE RECEIVED,  the  undersigned,  Travis Boats & Motors,  Inc., a
Texas corporation,  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"), hereby promise to pay to the order of TMRC, L.L.P.,
a Missouri limited  liability  partnership  ("Lender"),  c/o Tracker Marine LLC,
2500 East Kearny  Street,  Springfield,  Missouri  65803,  or at any other place
designated  at any time by the  holder  hereof,  in lawful  money of the  United
States of America and in immediately  available funds, the principal sum of Five
Hundred  Thousand and no/100  Dollars  ($500,000.00)  or, if less, the aggregate
unpaid  principal  amount of all Advances  made by Lender to Borrower  under the
Loan and  Security  Agreement  (defined  below)  together  with  interest on the
principal amount hereunder  remaining unpaid from time to time,  computed on the
basis of the actual  number of days  elapsed,  at the interest  rate as provided
under the Loan and  Security  Agreement  of even date  herewith  by and  between
Lenders and Borrower (the "Loan and Security  Agreement").  The principal hereof
shall be due and  payable  April 30,  2003,  (subject  to earlier  repayment  as
provided  in the Loan and  Security  Agreement),  and  interest  accruing on the
principal  balance shall be due and payable as provided in the Loan and Security
Agreement. This Secured Note may be prepaid only in accordance with the Loan and
Security Agreement.

         This Secured Note is issued pursuant,  and is subject,  to the Loan and
Security Agreement, which provides, among other things, for acceleration hereof,
and the holder hereof is entitled to the benefits thereof.  This Secured Note is
the "Secured Note" referred to in the Loan and Security Agreement.

         This Secured Note is secured by the security  interest set forth in the
Loan and  Security  Agreement.  The holder of this  Secured  Note shall have the
benefit of such security interest.

         Borrower  hereby  agrees  to pay all  costs  of  collection,  including
reasonable  attorneys' fees and legal expenses in the event this Secured Note is
not paid when due, whether or not legal proceedings are commenced.

         This Secured Note shall be governed by and construed in accordance with
the internal substantive laws of the State of Missouri,  regardless of the place
of execution of this Agreement by any party hereto.

                                      A-1
<PAGE>

         Presentment or other demand for payment, notice of dishonor and protest
are expressly waived.

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  (LENDERS)  FROM
MISUNDERSTANDING  OR  DISAPPOINTMENT,  ANY  AGREEMENTS  WE REACH  COVERING  SUCH
MATTERS ARE  CONTAINED  IN THE  WRITING,  WHICH IS THE  COMPLETE  AND  EXCLUSIVE
STATEMENT OF THE  AGREEMENT  BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING
TO MODIFY IT.


                               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:
                                     -------------------------------------------

                                      A-2
<PAGE>

                               TRAVIS BOATING CENTER OKLAHOMA, INC.,
                               as a Borrower


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

                               TRAVIS BOATING CENTER TENNESSEE, INC.,
                               as a Borrower


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

                               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:
                                     -------------------------------------------


                                      A-3
<PAGE>

                               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:
                                     -------------------------------------------

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


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

                               RED RIVER MARINE ARKANSAS, INC.,  as a Borrower


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

                                      A-4
<PAGE>

                               SHELBY MARINE CENTER, INC.,  as a Borrower


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

                               SHELBY MARINE PICKWICK, LLC,  as a Borrower


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






                                      A-5



<PAGE>



                                                                       EXHIBIT B

                 [FORM OF LEGAL OPINION OF COUNSEL TO BORROWER]