EXHIBIT 4.15
                         SECOND SUPPLEMENT AND AMENDMENT
                                       TO
                       SALTWATER JOINT MARKETING AGREEMENT
                            AND ADDITIONAL AGREEMENTS



         This Second  Supplement  and  Amendment  to Saltwater  Joint  Marketing
Agreement  (this  "Second  Supplement")  dated as of January 16, 1997 is entered
into by and between Brunswick Corporation, a Delaware corporation ("Brunswick"),
and Mako Marine International, Inc., a Florida corporation (the "Company").

         NOW  THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency of which is acknowledged, the parties agree as follows:

         1.  General.  Brunswick  and the Company have entered into that certain
Saltwater  Joint  Marketing   Agreement  dated  as  of  November  21,  1994  (as
supplemented and amended to date, the "Saltwater Agreement").  Subsequent to the
date of the Saltwater Agreement,  the Company has become an 80% owned subsidiary
of Tracker Marine, L.P. Tracker Marine, L.P. is also a customer of Brunswick and
a  company  in  which  Brunswick  owns  an  interest.  This  Supplement  further
supplements,  amends and  modifies the  Saltwater  Agreement  and certain  other
agreements between the parties, in each case to the extent set forth herein, but
is not part of any program offered thereby, and sets forth additional agreements
between  Brunswick and the Company.  The parties agree that this Supplement does
not  constitute an amendment to the terms of the Secured Note dated November 21,
1994, in the original principal amount of $825,000 (the "Note"),  except for the
maturity  date  thereof as set forth in Section 2 and the matters  addressed  at
Section 10. "Outboard" shall have the same meaning as set forth in the Saltwater
Agreement.

         2.  Maturity of the Note.  The  maturity of the Note (as defined in the
Note) is hereby extended to April 14, 2008.

         3. Pricing.  From and after the date hereof,  Brunswick's base price of
outboard motors to the Company shall be the discount off published  dealer price
set forth on Exhibit 1 hereto.  The Company  acknowledges that in no event shall
the effect of this  Second  Supplement  provide the Company  with  pricing  less
favorable  than that in effect prior to the date hereof.  The foregoing  pricing
shall apply  notwithstanding  any  provision of the  Saltwater  Agreement to the
contrary,  including,  without  limitation,  Sections 2.3 and 4.1 thereof.  Such
pricing shall  terminate and be of no further force or effect from and after the
date that Tracker Marine,  L.P. shall cease to be a majority  shareholder of the
Company.  From and after such date, the pricing applicable without giving effect
to this Second Supplement shall control.


<PAGE>
         4. Term. The Term of the Saltwater  Agreement  shall continue until the
earlier of (a) April 14, 2008 or (b) the date that the  Saltwater  Agreement  is
terminated  pursuant  to  Section 5 thereof.  The  foregoing  term  shall  apply
notwithstanding  the  termination  dates  set  forth  in  (i)  Section  1 of the
Saltwater  Agreement or (ii) Section 1 of the November 29, 1994  Supplement  and
Amendment to Saltwater Joint Marketing Agreement and Additional  Agreements (the
"First  Supplement").  Upon termination  (other than termination  referred to in
clause (b) above made at the  election of  Brunswick),  the Company  shall enter
into a new saltwater joint marketing agreement with Brunswick, provided that the
Company  is still a  majority-owned  subsidiary  of  Tracker  Marine,  L.P.  and
provided further,  that Tracker Marine,  L.P. is continuing to purchase outboard
engines  from  Brunswick  at such  time.  Such  new  saltwater  joint  marketing
agreement  shall have  substantially  the same pricing terms as Tracker  Marine,
L.P, has for the purchase of outboard motors from Brunswick.

         5. Purchasing Outboard Engines.  Brunswick Outboards shall be installed
on all boats sold by the Company, except as permitted below. Notwithstanding the
foregoing  and  anything to the contrary  set forth in the  Saltwater  Agreement
(including,  without  limitation,  Section 3.1 thereof) or the First  Supplement
(including,  without  limitation,  Section 2  thereof),  the  Company  is hereby
permitted  to  purchase  and  sell,  on  an  annual  basis,   from   third-party
manufacturers of engines,  such engines for installation on up to the Applicable
Percentage of its saltwater  boats.  The  "Applicable  Percentage"  shall be 35%
until July 1, 2001,  25% for model years 2002 through and  including  model year
2006 (if the  Saltwater  Agreement  is still in effect),  and 15% for model year
2007 and after (if the Saltwater Agreement is still in effect). The Company will
use all commercially reasonable efforts, however, to promote Brunswick's engines
to its dealers and to  encourage  its dealers to purchase  Brunswick's  engines.
Within 30 days after the end of each fiscal  quarter,  the Company shall deliver
to Brunswick a  certificate  signed by an executive  officer  setting  forth the
number of engines  manufactured by third party manufacturers  purchased and sold
by the Company  pursuant hereto during such quarter and the percentage that such
third-party  engines  represent of all engines  sold by the Company  during such
quarter.

         Notwithstanding  anything to the  contrary  set forth in the  Saltwater
Agreement  (including,  without  limitation,  Section 2.2  thereof) or the First
Supplement (including, without limitation, Section 3 thereof), the Company shall
not be obligated to purchase,  pay for and install Quicksilver controls,  remote
controls or cables on any  saltwater  boat sold with an engine of a  third-party
manufacturer pursuant to the exception set forth above.

         Section  3.2 of the  Saltwater  Agreement  is hereby  deleted and of no
further force or effect.

         The second  sentence of the second  paragraph of Section 2 of the First
Supplement is deleted and the following is inserted in its place:

                                        2

<PAGE>
         "If the Company  purchases  all or  substantially  all of the assets or
capital  stock  of  another  boat  manufacturing  company,  or  if  the  Company
manufactures  and sells  boats under a name other than Mako (such as "Sea Craft"
and  "Silver  King"),  then  outboard  engines  purchased  by the  Company  from
Brunswick to be used in connection  with the newly  acquired boat  manufacturing
company's boat lines or such boat lines manufactured and sold under another name
shall be counted as Qualifying Engines for purposes of this Agreement, including
for purposes of Market Share calculation and Loan reduction."

         Section 5 of the First  Supplement is hereby  deleted and of no further
force or effect.

         6. Assignability.  Sections 7.2 and 5(d) of the Saltwater Agreement (as
amended by the First  Supplement)  are hereby deleted and of no further force or
effect.

         7. Dealer Appointment. The Company shall have the independent power and
authority to appoint  "package only" Brunswick  dealers (i.e.,  sale of packages
consisting of boats manufactured by the Company and Brunswick motors,  parts and
service with no right to purchase loose Brunswick  motors from Brunswick) on the
terms and conditions of the Company's standard dealer agreements except in those
states where such appointment may be prohibited by law;  provided that Brunswick
shall be entitled to  stipulate  whether any  particular  dealer is a Mercury or
Mariner dealer.  The Company's power to appoint "package only" Brunswick dealers
shall be irrevocable  during the term hereof.  Brunswick  hereby agrees to enter
into its standard  parts and service  agreement  with "package  only"  Brunswick
dealers  appointed  pursuant to the terms of this Agreement.  The Company hereby
appoints,  and Brunswick  hereby  consents to the  appointment  of, all existing
Company dealers as "package only" dealers of Brunswick  products;  provided that
Brunswick  retains the right to  stipulate  whether any such dealer is a Mercury
dealer or a Mariner dealer.  Dealers appointed by the Company ("package only" or
"full line") shall be entitled to receive from Brunswick  Special Dealer Program
benefits for the purchase and sale of the  Outboards as though sold by Brunswick
as a part of a Brunswick branded boat/motor package.  Brunswick's Mercury Marine
Division will make its dealer support services  available to all "full-line,  or
"package  only"  dealers   appointed  by  the  Company  who  qualify  under  the
Mercury/Mariner  criteria for participation in the Mercury Marine Dealer Support
Services Program. Dealers appointed by the Company shall be entitled to the same
co-operative  advertising  allowances for advertising as other Brunswick dealers
under  similar  circumstances.  The power and  authority  granted to the Company
under this Section 7 shall be non-  assignable and shall  terminate  immediately
upon Tracker Marine, L.P. no longer being a majority shareholder of the Company.


                                        3

<PAGE>
         8. Forecasts. On the fifth day of each month commencing July, 1997, the
Company shall submit (i) a three-month  forecast (each a "Short-Term  Forecast")
setting forth the Company's  projected  requirements for Outboards for the three
months commencing with the month  immediately  following the month in which such
forecast  is  submitted  and (ii) an  eight-month  forecast  (each a  "Long-Term
Forecast") for the eight months  commencing  with the fourth month following the
month in which such  forecast is submitted.  The first month of each  Short-Term
Forecast  shall be treated for all purposes  hereof as a firm order and may vary
by not more than 10% from the amount of Outboards  forecasted to be purchased by
the Company in such month in the immediately preceding Short-Term Forecast.  The
forecast for the second month of each Short-Term Forecast is a forecast only and
may vary by not more than 15% from the  amount  of  Outboards  forecasted  to be
purchased by the Company during such month in the immediately  preceding  Short-
Term Forecast.  The forecast for the third month of any Short-Term Forecast is a
forecast only and the  obligation  of Brunswick to supply  Outboards to meet any
firm order shall not exceed 160% of the number of Outboards first  forecasted to
be  purchased  for such  month (as  modified  by the two  immediately  preceding
sentences)  in the  Long-Term  Closing  Date  Forecast or the initial  Long-Term
Forecast with respect to the month in question.

         Brunswick  shall not be  obligated  to  supply  any  Outboards  ordered
pursuant to any "firm  order"  under this  Section 8 if the amount of  Outboards
ordered  exceeds  the  amount  of  Outboards  permitted  to be  included  in the
Short-Term Forecast containing such firm order (the excess of the amount ordered
over the amount permitted to be included in a Short-Term Forecast being referred
to as the  "Excess  order").  However,  Brunswick  agrees to use its  reasonable
efforts to supply the Excess Order  Outboards to the Company.  In times of short
supply of Outboards,  Brunswick  shall not  discriminate  against the Company in
attempting  to fill  orders  for  Outboards.  However,  Brunswick  shall  not be
obligated to take any action that would unfairly  affect the supply of Outboards
to its distributor or dealer  organization.  Brunswick agrees to promptly notify
the Company,  in writing,  of any anticipated  failure,  refusal or inability to
sell the Outboards to the Company  immediately upon receipt of information which
reasonably  leads Brunswick to conclude that such failure,  refusal or inability
is imminent.  Following the  occurrence of any material  change in the status of
any interruption of performance, Brunswick shall promptly, but in no event later
than 3 business days following such occurrence, notify the Company in writing of
such material  change.  In addition,  Brunswick  shall  periodically  inform the
Company on a timely basis of the current  status of the  interruption  and as to
the anticipated duration of the interruption.


                                        4

<PAGE>
         9. Freight;  Payment Terms.  Notwithstanding  anything in the Saltwater
Agreement to the contrary,  outboards will be shipped  F.O.B.  Company plants in
full truck  loads.  Any  shipment  made to more than one Company  plant shall be
deemed to have been a full  truck  load  shipment  so long as (i) the  aggregate
shipment amounts to a full truck load and (ii) all plants taking delivery are in
the State of [Florida]. The Company shall pay for Outboards within 60 days after
the date each such  Outboard is shipped.  The Company shall pay for all products
(other than Outboards)  purchased from Brunswick in accordance with  Brunswick's
standard payment terms.

         10. No minimums.  Brunswick waives the minimum purchase requirements in
(a) the last  paragraph of Section 4 of the First  Supplement and (b) the fourth
paragraph of the Note.

         11.  Basic  Agreement.  Sections  1.6  and 1.7 of  that  certain  Basic
Agreement  dated November 21, 1994 between  Brunswick and the Company are hereby
deleted and of no further force or effect.

         12.  Renewals.  Section 7 of the First Supplement is hereby deleted and
of no further force or effect.

         13.  Notices.  Copies of all notices sent to the Company  shall also be
sent to:

         Tracker Marine, L.P.
         1915-C South Campbell
         Springfield, MO 65807
         Attention: Ken Burroughs
         Telecopy Number: (417) 887-1807

         and

         Greene & Curtis, L,L.P,
         1340 East Woodhurst
         Springfield, MO 65804
         Attention: Joe C. Greene
         Telecopy Number: (417) 883-4317

         14.  Effective  Date.  The  agreements and amendments set forth in this
Second Supplement are effective as of the date of this Second Supplement.

         15. Continuing  Effect. To the extent that the terms of this Supplement
are  inconsistent  with  the  terms of the  Saltwater  Agreement  and the  First
Supplement,  the  terms of this  Supplement  shall  control;  provided  that the
Saltwater  Agreement  shall  otherwise  continue in full force and  effect.  The
Saltwater Agreement,  as amended  hereby,  and the  other Agreements executed in

                                        5

<PAGE>
connection  therewith,  continue in full force and effect. The Company reaffirms
its obligations under the Note.

BRUNSWICK CORPORATION                     MAKO MARINE INTERNATIONAL, INC.


By: /s/ J. Roger Patterson                By: /s/ Kenneth Burroughs  
Name: J. Roger Patterson                  Name: Kenneth Burroughs
Title: Senior Vice President;             Title: President
       General Manager of the OBU
       Mercury Marine



                                        6

<PAGE>
                                    Exhibit 1



         The  Company  will  receive a discount on engines  purchased  hereunder
equal to the greater of (1) a 19% discount off the published dealer net price on
outboard  motors  shipped to the Company and an 18% discount  off the  published
dealer  net  price on  outboard  motors  shipped  to  dealers,  and (2) the best
available  percentage discount off of Base Dealer Price (as defined from time to
time in applicable purchase documentation) as is in effect from time to time for
purchases of outboard  motors from Brunswick by Tracker  Marine,  L.P.  (whether
directly or through affiliates),  provided that this clause (2) shall apply only
with  respect to the period that  Tracker  Marine,  L.P.  remains  the  majority
shareholder of the Company.