EXHIBIT 10.50

                        Confidential Treatment Requested.

        Confidential  portions of this  document  have been  redacted  and filed
separately with the Commission.

                 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT

         This Amendment is  made to that  certain Loan  and  Security  Agreement
("Agreement")  entered  into as of the 31st day of January  2000 by and  between
Deutsche Financial Services  Corporation ("DFS") and TRAVIS BOATS & MOTORS, INC.
a Texas corporation; TBC Arkansas, Inc. an Arkansas corporation;  Travis Boating
Center Arlington, Inc. a Texas corporation; Travis Boating Center Beaumont, Inc.
a Texas corporation;  Travis Boating Center Oklahoma,  Inc. a Texas corporation;
Travis  Boating  Center  Tennessee,  Inc. a Texas  corporation;  Travis  Snowden
Marine,  Inc. a Texas  corporation;  Falcon  Marine,  Inc. a Texas  corporation;
Falcon Marine Abilene, Inc. a Texas corporation;  Travis Boating Center Alabama,
Inc. a Texas  corporation;  Travis  Boating Center  Louisiana,  Inc. a Louisiana
corporation;  Travis Boats & Motors Baton Rouge,  Inc. a Louisiana  corporation;
and Travis Boating Center Mississippi, Inc. a Texas corporation;  Travis Boating
Center Little Rock,  Inc., an Arkansas  corporation;  Red River Marine Arkansas,
Inc.,  an  Arkansas  corporation;   Shelby  Marine  Center,  Inc.,  a  Tennessee
corporation;  and Shelby Marine  Pickwick,  LLC, a Tennessee  limited  liability
corporation (individually, collectively, jointly and severally "Borrower").

         WHEREAS, Borrower failed to meet the Minimum Current Ratio set forth in
the  Agreement  for the quarter  ended  September  30,  2000,  and  Borrower has
recently  notified DFS that Borrower will be in violation of the Minimum Current
Ratio for at least the quarter ending December 31, 2000; and

         WHEREAS,   Borrower  has  requested   that  DFS  waive  these  covenant
requirements and forbear from accelerating its indebtedness under the Agreement;
and

         WHEREAS,  provided that no further event of default occurs and Borrower
agrees and complies with all of the terms  described  herein,  DFS has agreed to
waive these  covenant  requirements  as of  September  30, 2000 and forbear from
exercising its remedies under the Agreement in order to give Borrower additional
time to comply with the terms as described herein.

         NOW, THEREFORE,  in consideration of DFS granting Borrower an extension
of time within which to comply with the following terms, and in consideration of
DFS' waiver of such covenant requirements and DFS' forbearance in exercising its
remedies,  and other  consideration,  the  receipt and  sufficiency  of which is
hereby acknowledged,  Borrower and the entities listed below as guarantors agree
to the following terms:

         1) Section 2.5.2 of the Agreement is hereby deleted in its entirety and
is restated as follows:  2.5.2 Interest - Revolving Credit Loans.  Borrower will
pay interest to DFS on the Daily Contract  Balance (as defined below) monthly in
arrears  beginning on January 5, 2001 until all Revolving  Credit Loans are paid
in full in good funds.  All  Revolving  Credit Loans shall be  calculated on the
Average Daily Balance of Revolving Credit Loans at * per annum."

         2)  Section 2.11.1 of  the Agreement is  hereby deleted in its entirety
and is restated as follows:

                           "2.11.1  Weekly Reports. Borrower  agrees to  provide
to DFS by Noon Eastern Time on Monday of every week a Borrowing Base certificate
as of not later than the end of business on the previous Friday."

         3)  Section 2.13 of the Agreement is hereby deleted in its entirety and
is restated as follows:

                          "2.13 Intentionally deleted."

         4)  Section 4.1.2 of  the Agreement is  hereby deleted in  its entirety
and is restated as follows:

                         "4.1.2 Intentionally deleted."



_______________________
*Indicates Confidential Treatment  Requested.  The redacted  material  has  been
filed separately with the Commission.


<PAGE>

                        Confidential Treatment Requested.

        Confidential  portions of this  document  have been  redacted  and filed
separately with the Commission.



         5)  The Agreement is  modified to incorporate  a new Section 8.1.10(g),
as follows:

                           "(g)  Borrower  will  provide  to  DFS  on  or before
January 31, 2001 audited  fiscal year end (as of September  30, 2000)  financial
statements and such actual statements will not be materially  different from the
draft fiscal year end financial  statements  previously  provided by Borrower to
DFS."

         6)  The Agreement is  modified to incorporate  a new Section 8.1.10(h),
as follows:

                           "(h)  Borrower will provide  to DFS financial  state-
ments as of  December  31,  2000 no later than  January 31, 2001 and such actual
statements  will  not  be  materially   different  from  the  projected  results
previously  provided by Borrower to DFS." 7) Section  9.1.2 of the  Agreement is
hereby deleted in its entirety and is restated as follows:

                           "9.1.2  Minimum  Current  Ratio.  Borrower  covenants
that it will maintain a ratio of Current Tangible Assets to current liabilities,
(a) as of the last day of each of the fiscal  quarters  ending on March 31, 2001
and June 30, 2001 of not less than One and One-tenth to One  (1.1:1.0),  and (b)
as of the last day of each of the fiscal  quarters  ending on or after September
30, 2001 of not less than One and Two-tenths to One (1.2:1.0)."

         8)  The Agreement is  modified to incorporate  a new Section  9.1.4, as
follows:

                           "9.1.4  Interest Coverage Ratio.  Borrower  covenants
that it will maintain an Interest Coverage Ratio of not less than the following,
all as measured at the end of each fiscal  quarter of it, as calculated  for the
12 month period ending at the end of such fiscal  quarter:  (i) 1.0 to 1.0 as of
March 31, 2001; (ii) 1.15 to 1.0 as of June 30, 2001; and (iii) 1.6 to 1.0 as of
September 30, 2001 and at all times thereafter." 9) The Agreement is modified to
incorporate a new Section 9.1.5, as follows:

                           "9.1.5   Fixed Charge Coverage Ratio.  Borrower cove-
nants and agrees to maintain a Fixed Charge  Coverage Ratio of not less than the
following,  all as  measured  at the  end  of  each  fiscal  quarter  of it,  as
calculated for the 12 month period ending at the end of such fiscal quarter: (i)
1.20 to 1.0 as of March  31,  2001;  (ii) 1.35 to 1.0 as of June 30,  2001;  and
(iii) 1.50 to 1.0 as of September 30, 2001 and at all times thereafter."

All other terms as they appear in the Agreement,  to the extent  consistent with
the foregoing, are ratified and remain unchanged and in full force and effect.

IN WITNESS WHEREOF,  Borrower and DFS have executed this First Amendment to Loan
and Security Agreement on this day of January, 2001.

ATTEST:                                     TRAVIS BOATS & MOTORS, INC.
                                                     a Texas corporation

_________________________                   By:_______________________
Assistant Secretary                         Print Name: Michael B. Perrine
Print Name:_______________                  Title: CFO, Secretary & Treasurer


ATTEST:                                     TBC Arkansas, Inc.
                                            An Arkansas corporation

_________________________                   By:_______________________
Assistant Secretary                         Print Name: Michael B. Perrine
Print Name:_______________                  Title: CFO, Secretary & Treasurer



<PAGE>

                        Confidential Treatment Requested.

        Confidential  portions of this  document  have been  redacted  and filed
separately with the Commission.


ATTEST:                                    Travis Boating Center Arlington, Inc.
                                           a Texas corporation

_________________________                  By:_______________________
Assistant Secretary                        Print Name: Michael B. Perrine
Print Name:_______________                 Title: CFO, Secretary & Treasurer



ATTEST:                                    Travis Boating Center Beaumont, Inc.
                                           a Texas corporation

_________________________                  By:_______________________
Assistant Secretary                        Print Name: Michael B. Perrine
Print Name:_______________                 Title: CFO, Secretary & Treasurer



ATTEST:                                    Travis Boating Center  Oklahoma, Inc.
                                           A Texas corporation

_________________________                  By:_______________________
Assistant Secretary                        Print Name: Michael B. Perrine
Print Name:_______________                 Title: CFO, Secretary & Treasurer



ATTEST:                                    Travis Boating Center Tennessee, Inc.
                                           a Texas corporation

_________________________                  By:_______________________
Assistant Secretary                        Print Name: Michael B. Perrine
Print Name:_______________                 Title: CFO, Secretary & Treasurer



ATTEST:                                    Travis Snowden Marine, Inc.
                                           a Texas corporation

_________________________                  By:_______________________
Assistant Secretary                        Print Name: Michael B. Perrine
Print Name:_______________                 Title: CFO, Secretary & Treasurer



<PAGE>

                        Confidential Treatment Requested.

        Confidential  portions of this  document  have been  redacted  and filed
separately with the Commission.


ATTEST:                                    Falcon Marine, Inc.
                                           a Texas corporation

_________________________                  By:_______________________
Assistant Secretary                        Print Name: Michael B. Perrine
Print Name:_______________                 Title: CFO, Secretary & Treasurer



ATTEST:                                  Falcon Marine Abilene, Inc.
                                         a Texas corporation

_________________________                By:_______________________
Assistant Secretary                      Print Name: Michael B. Perrine
Print Name:_______________               Title: CFO, Secretary & Treasurer



ATTEST:                                  Travis Boating Center of Alabama, Inc.
                                         a Texas corporation

_________________________                By:_______________________
Assistant Secretary                      Print Name: Michael B. Perrine
Print Name:_______________               Title: CFO, Secretary & Treasurer



ATTEST:                                  Travis Boating Center Louisiana, Inc.
                                         a Louisiana corporation

_________________________                By:_______________________
Assistant Secretary                      Print Name:
Print Name:_______________               Title: CFO, Secretary & Treasurer



ATTEST:                                  Travis Boats & Motors Baton Rouge, Inc.
                                         a Louisiana corporation

_________________________                By:_______________________
Assistant Secretary                      Print Name: Michael B. Perrine
Print Name:_______________               Title: CFO, Secretary & Treasurer



ATTEST:                                  Travis Boating Center Mississippi, Inc.
                                         a Texas corporation

_________________________                By:_______________________
Assistant Secretary                      Print Name:
Print Name:_______________               Title: CFO, Secretary & Treasurer



<PAGE>

                        Confidential Treatment Requested.

        Confidential  portions of this  document  have been  redacted  and filed
separately with the Commission.



ATTEST:                                Travis Boating Center Little Rock, Inc.
                                       An Arkansas corporation

_________________________              By:_______________________
Assistant Secretary                    Print Name:
Print Name:_______________             Title: CFO, Secretary & Treasurer



ATTEST:                                Red River Marine Arkansas, Inc.
                                       An Arkansas corporation

_________________________              By:_______________________
Assistant Secretary                    Print Name:
Print Name:_______________             Title: CFO, Secretary & Treasurer



ATTEST:                                Shelby Marine Center, Inc.
                                       a Tennessee corporation

_________________________              By:_______________________
Assistant Secretary                    Print Name:
Print Name:_______________             Title: CFO, Secretary & Treasurer



ATTEST:                                Shelby Marine Pickwick, LLC
                                       a Tennessee limited liability company

_________________________              By: Travis Boating Center Tennessee, Inc.
                                           By:_______________________
Assistant Secretary                        Print Name:
Print Name:_______________                 Title: CFO, Secretary & Treasurer


DEUTSCHE FINANCIAL SERVICES CORPORATION

By:__________________________________________________________

Title:_________________________________