EXHIBIT 10.70

                                         January 7, 2003


Travis Boats & Motors, Inc.
12116 Jekel Circle
Suite 102
Austin, TX 78727

Attention: Mark Walton

Dear Mr. Walton:

       Per  the  request  of   management   of  Travis  Boats  &  Motors,   Inc.
("Borrower"),  TMRC,  L.L.P.  ("Tracker")  has  discussed  with the  Negotiating
Committee of Borrower the terms under which  Tracker,  either singly or together
or in conjunction with one or more other lenders (in either case, the "Lender"),
would be willing to provide  short-term  bridge  financing  to  Borrower to fund
immediate cash needs of Borrower. This letter outlines the salient terms of such
proposed  bridge  financing,  including  the amounts and purposes  thereof.  Any
obligation  of the Lender to extend the bridge  financing to Borrower is subject
to, among other  things,  documentation  acceptable  to the Lender and its legal
counsel.

                                     BRIDGE FACILITY

BORROWER:                   Travis Boats & Motors, Inc.

AMOUNT:                     The  maximum  amount to be funded  would be $500,000
                            from  time  to  time  over  a  30-day  period.   See
                            "Advances" below.

PURPOSE:                    Use of funding is limited to the working capital and
                            immediate  operating expense needs of borrower,  and
                            fees costs and expenses of lender.

MATURITY:                   April 30, 2003.

ADVANCES:                   At  the  request  of  a  newly   formed   Operations
                            Committee of the Board of Directors of Borrower (the
                            "Board"),  the Lender,  in its discretion,  may make
                            additional  advances through January 31, 2003 of all
                            or a portion of the remaining bridge facility.

INTEREST RATE:              The   from-time-to-time   announced  prime  rate  of
                            JPMorgan Chase Bank plus 4%, payable at maturity.

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                         COLLATERAL, FEES AND COVENANTS

COLLATERAL:                All refunds  owing from the IRS;  proceeds to be used
                           to repay bridge loan.

DEFAULT RATE:              In the  event  of  default  under  the  bridge  loan,
                           interest  thereunder would be charged at a rate equal
                           to two  percent  (2%) per annum  higher than the rate
                           chargeable prior to such event.

EXPENSES:                  All   out-of-pocket   expenses,   including   without
                           limitation, legal fees and legal expenses, appraisal,
                           title insurance,  recording and filing fees and field
                           examination  fees and other additional costs incurred
                           by Lender in relation to execution and funding of the
                           initial  advance under the bridge  facility  would be
                           payable by Borrower and, at the option of Lender, may
                           be charged to the Facility to the extent available.

ADDITIONAL FINANCING:      During the initial funding period, Lender will review
                           and analyze the business plans, projections and other
                           relevant information to determine the financing needs
                           of the  Company  through  the 2003 season and beyond.
                           The Lender (either singly or  collectively)  may, but
                           shall  not  be  obligated  to,   provide   additional
                           financing based upon such review and analysis.

                         CONDITIONS PRECEDENT TO FUNDING

       The  following   conditions   shall  have  been  fulfilled  in  the  sole
determination  of the Lenders prior to the initial  disbursement  of funds under
the bridge facility:

       1. Borrower  shall have taken (or will take,  promptly upon being advised
by Tracker of its Board  designees) any and all actions  necessary to (a) change
the  composition  of the Board,  and any  committees of the Board  designated by
Tracker,  in a manner  satisfactory  to Tracker,  such that Tracker's  designees
constitute  a majority of the Board and of any  designated  committees  thereof.
Additionally,  Borrower  shall have  created a new  committee of the Board to be
known as the Operations  Committee,  initially  comprised of Kenneth  Burroughs,
Robert Ring and Richard Birnbaum, which such committee shall be responsible for,
among  other  things  related to the  operation  of the  business  of  Borrower,
reviewing  all weekly cash flow reports  generated by management of Borrower and
other reports and  information  requested by the committee,  and shall have sole
authority to request borrowings under the Facility.

       2.  Each  of  Messrs.  Walton  and  Siddons  shall  have  deposited  such
shareholder's  shares of  Borrower's  common stock in a voting trust in exchange


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for a voting trust certificate evidencing such shareholder's beneficial interest
in the  deposited  shares.  The voting trust will have a term of five (5) years,
but will  terminate  at such time as Tracker is the holder  (directly or through
voting trust  certificates)  of 55% or more of the common stock of Borrower on a
fully-diluted,  as if converted,  basis.  The voting trust will  otherwise be in
such form and  substance  as is  reasonably  acceptable  to  Messrs.  Walton and
Siddons,  and Tracker. A designee of Tracker shall be the trustee of such voting
trust (the "Trustee") and shall have sole authority to vote all deposited shares
on behalf of all holders of voting trust certificates.

       3. Tracker shall have  obtained  from each of Messrs.  Walton and Siddons
the  right,  for a  period  of  ninety  (90)  days,  to  purchase  voting  trust
certificates representing that number of shares of Borrower's common stock equal
to the  lesser of (a) the  number of shares  (pro  rata  among  Messrs.  Walton,
Spradling and Siddons)  required to give Tracker 51% or more of the common stock
of Borrower,  on a  fully-diluted,  as if converted,  basis,  or (b) 30% of such
insider's holdings of Borrower common stock, in either case at a price per share
equal to $1.20. Tracker shall not be limited in any manner from acquiring shares
of common stock of Borrower in privately negotiated transactions.

       4. Each  holder of the Notes  issued by Borrower  under the  Subordinated
Note  Purchase  Agreement  dated as of  December  14,  2001 (the "Note  Purchase
Agreement")  shall have (a) amended the Note  Purchase  Agreement  and the Notes
held by such holder to prohibit the  conversion of such Notes until November 15,
2004,  and (b) agreed to deposit all shares  acquired  through the conversion of
such Notes into the voting trust referred to in paragraph 2 above.

       5. Each of the  executive  officers and  directors of Borrower  listed on
Schedule A shall have relinquished  their rights to acquire shares of the common
stock of Borrower through the exercise of the currently outstanding options held
by such individual.

       6. Ronnie L. Spradling shall have granted to Tracker an irrevocable proxy
for a  period  of five  years  (subject  to  earlier  termination  to  occur  or
termination of such voting trust) covering his shares of Travis common stock.

       7.  Borrower  would be required  to execute or cause to be  executed  and
deliver  or cause to be  delivered  to  Tracker  such  documents,  instructions,
certificates, opinions and assurances as Tracker requests in connection with the
transactions  described  in this letter on the basis  outlined  above (the "Loan
Documents") and in connection  with Borrower's  authority and capacity to accept
the loans and execute the Loan Documents; and Borrower would be required to take
such other  actions in  connection  with such  loans as Tracker  may  reasonably
request.  All such requirements  would be subject to Tracker's  approval and the
approval of its counsel as to form and substance.

       8. All financial  statements  and financial  information  that would have
been  delivered  to Tracker  prior to  initial  funding  shall have been  deemed
acceptable to Tracker in its sole discretion.


       9. All  documents to be delivered in connection  with the Facility  shall
have been  delivered  in the State of  Missouri  and would not become  effective

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against or binding upon the lenders until so executed by Borrower,  delivered to
Tracker and  executed by Tracker in the City of  Springfield,  County of Greene,
Missouri.  All loan agreement and related  documents would be interpreted  under
the internal laws of the State of Missouri.


               REPRESENTATIONS, WARRANTIES AND COVENANTS OF TRAVIS

       To  induce  the  commitment  for  the  bridge  financing  and  the  other
commitments and actions of the parties, Travis hereby represents and warrants to
and for the benefit of Tracker as follows:

       (a)  Travis  and  each  of  its   Subsidiaries  is  a  corporation   duly
incorporated,  validly  existing  and in good  standing  under  the  laws of its
jurisdiction of  incorporation,  and has all requisite  corporate powers and all
governmental licenses, authorizations,  consents and approvals required to carry
out its  business  as now  conducted,  except  where the  failure to obtain such
governmental  licenses,   authorizations,   consents  and  approvals  would  not
materially  adversely affect the business,  consolidated  financial  position or
consolidated  results of operations of Travis and its  Subsidiaries,  taken as a
whole,  and would not in any manner  draw into  question  the  validity  of this
Agreement or any Ancillary Agreement (defined below).

       (b) The execution,  delivery and  performance by Travis of this Agreement
and each of the other  agreements,  documents (the "Ancillary  Agreements")  and
actions  contemplated  herein are all within Travis corporate powers,  have been
duly authorized by all necessary  corporate  action,  require no action by or in
respect of, or filing with any governmental body, agency or official (other than
the  filing  of an  information  statement  pursuant  to  Section  14(f)  of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"), or the filing
of a  Form  8-K  pursuant  to  the  Exchange  Act  disclosing  the  transactions
contemplated  hereunder) and do not  contravene,  or constitute a default under,
any  provisions  of  applicable  law  or  regulation  or of the  Certificate  of
Incorporation  or bylaws of  Travis,  of any  agreement  relating  to any senior
indebtedness or of any other agreement,  judgment,  injunction, order, decree or
other  instrument that is material,  individually or in the aggregate,  or would
result in the creation or  imposition  of any Lien on any asset of Travis or any
of its Subsidiaries.  The three-year  moratorium set forth in the Texas Business
Combination  Law  does  not  apply  to the  transactions  contemplated  by  this
Agreement.

       (c) This  Agreement  and each of the Ancillary  Agreements  constitutes a
valid and binding  agreement of Travis and, to the extent a party thereto,  each
Subsidiary,  enforceable  against Travis and such  Subsidiary in accordance with
their respective terms, except as relating to or affecting the creditors' rights
generally  and by general  equitable  principles  (regardless  of  whether  such
enforceability is considering any proceeding or action in equity or at law).

       (d) The authorized  capital stock of Travis consists of 50,000,000 shares
of Travis  Common Stock,  4,329,917  shares of which are  outstanding  as of the
close of business on December 19, 2002, and 1,000,000 shares of Travis Preferred
Stock of which only the 80,000  shares owned by Tracker have been issued and are
outstanding.  Except for (i) the Notes,  and (ii) options to purchase a total of
316,798 shares of Travis Common Stock  pursuant to employee  benefit plans as in
effect on the date hereof (of which the Options for a total of 237,198 shares of


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Travis Common Stock have been duly and effectively terminated),  Travis does not
have any commitments, agreements or obligations to issue shares of Travis Common
Stock or  securities  exercisable,  convertible  or  exchangeable  for shares of
Travis Common Stock.

       (e) All  issued  shares  of the  equity  securities  of  Travis,  and all
outstanding  shares in the Subsidiaries of Travis are validly issued pursuant to
proper  authorization of the Board and the Board of Directors of such Subsidiary
and are fully paid and nonassessable. The shares of Travis Common Stock issuable
upon  the  conversion  of  the   Shareholder   Notes  will  be  fully  paid  and
nonassessable when issued in accordance with the terms of the Agreement pursuant
to which the Notes were issued.

       (f)  Except as set forth in  Schedule  B,  neither  Travis nor any of its
Subsidiaries  is in default with respect to any material  amount of its existing
indebtedness.

       (g) Except for shares  issuable upon the conversion of Notes (which shall
be issued in the name of, and deposited  with, the Trustee) or upon the exercise
of stock  options,  for a period of five years  commencing  on the date  hereof,
Travis shall not issue any shares of equity securities or securities convertible
into, exercisable or exchangeable for any class of equity securities without the
approval of Tracker.

       This letter is being signed  simultaneously  with the execution of a Loan
and Security  Agreement  providing  for the bridge  financing,  the Voting Trust
Agreement,  the option  referred to herein,  the  amendment to the Note Purchase
Agreement and/or Notes referred to herein, the termination of rights referred to
herein,  the  taking  of  all  other  actions   contemplated   herein,  and  the
simultaneous delivery of all documents  contemplated herein,  whereupon it shall
constitute a binding agreement among Travis and Tracker,  and the obligations of
such parties shall survive the execution and delivery hereof.

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<PAGE>


       The undersigned,  intending to be legally bound, hereby signs this Letter
Agreement as of the day and year first above written.


TMRC, L.L.P.                                   TRAVIS BOATS AND MOTORS, INC.

By: Tracker Marine, L.L.C.

By: Three Johns Company, its sole member       By:
                                                  ------------------------------
                                                  Name:    Mark T. Walton
                                                  Title:   President
By:
   ------------------------------------
Name:
     ----------------------------------
Title:
      ---------------------------------




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                                   SCHEDULE A


Optionee                                             Number of Option Shares
--------                                             -----------------------

Mark T. Walton                                               50,267

Ronnie L. Spradling                                          76,933

Michael B. Perrine                                           76,665

Richard Birnbaum                                             33,333