TBC MANAGEMENT, LTD.
                     AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT

                                 June ____, 2002


         THIS AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT (the "Third Amendment") is
made  this ___ day of  ___________,  2002 by and  between  Ronald  L.  Spradling
("Employee")  and  TBC  Management,  Ltd.,  a  Texas  limited  partnership  (the
"Company")  and agreed to and accepted by Travis  Boats & Motors,  Inc., a Texas
corporation  ("Travis Boats").  All capitalized  terms, if not otherwise defined
herein,  shall  have  the  meanings  ascribed  in  the  "Letter  Agreement"  (as
hereinafter defined).

         WHEREAS,  Employee,  Company and Travis  Boats are parties to a certain
Letter  Agreement  dated  November  16,  1999,  as  amended by an  Amendment  to
Employment  Agreement  dated April 5, 2001 and an Amendment  No. 2 to Employment
Agreement  dated  March ___ 2002,  which set forth the terms and  conditions  of
Employee's employment (together, the "Letter Agreement"); and

         WHEREAS,  the  Company  desires  to  propose  continued  employment  to
Employee  by way of this  Third  Amendment  and amend  the  terms of the  Letter
Agreement in certain respects.

         NOW,  THEREFORE,  in  consideration  of the mutual  covenants set forth
herein,  and  for  other  good  and  valuable  consideration,  the  receipt  and
sufficiency of which is hereby acknowledged, the parties hereby amend the Letter
Agreement as follows and all other terms,  conditions and covenants shall remain
unchanged:

         1. (A) Employee and Company  agree that the Letter  Agreement is hereby
amended by deleting the first  sentence of Section 2 of the Letter  Agreement in
its entirety and replacing it with the following:

                  "2. Extent of Service.  The term of this  employment  contract
with the Company shall expire on the sixth anniversary of the Effective Date (as
defined  in  paragraph  3  hereof)  of  this  Letter  Agreement,  unless  sooner
terminated in accordance with the terms hereof.  The expiration hereof shall not
terminate  employment,  it shall merely terminate the contractual  provisions of
this Letter Agreement."

                  (B) By  adding  to  Section  5 of  the  Letter  Agreement  the
following sentence as the last sentence thereof:

                  "All non-qualified stock options granted to Employee under the
Travis Boats & Motors,  Inc. 1995  Incentive  Plan during the 1995 calendar year
shall be  modified  from a ten (10) year life from the date of grant to a twelve
(12)  year  life from the date of grant.  Accordingly,  such  options  shall not
expire  until  May 17,  2007.  Accordingly,  the life of all  option  agreements
covering such options shall  automatically,  and without  further  action on the
part of any party hereto, be extended and shall expire on May 17, 2007."

<PAGE>

                  (C) By  deleting  Section  9 of the  Letter  Agreement  in its
entirety and replacing it with the following:

                  "9. Termination; Resignation; Severance. This Letter Agreement
may be terminated as follows:

                  (a) For Cause.  This Agreement may be terminated for Cause (as
hereinafter  defined)  at any time by the  Company  effective  immediately  upon
written notice to the Employee,  and upon such  termination,  or in the event of
resignation by Employee (other than resignation during the sixty (60) day period
following a Change of Control),  all of the Employee's rights to payments (other
than payment for services  already  rendered and expenses  incurred  through the
date of such  termination or resignation)  and any other benefits  otherwise due
hereunder shall cease on the date of such termination or resignation.

                  The Company shall have "Cause" for termination of the Employee
if any of the following has occurred:

                           (i)  Employee's  gross neglect or willful  failure to
                  perform substantially his duties hereunder,  which failure (if
                  it can be cured) is not cured  within  thirty  (30) days after
                  written notice of such failure from the Company to Employee;

                           (ii) an act or acts on Employee's part constituting a
                  crime  which  involves   dishonesty  or  breach  of  trust  or
                  constituting  a felony under the laws of the United  States or
                  any state thereof, upon Employee's conviction therefor;

                           (iii) any fraud,  embezzlement,  misappropriation  of
                  funds or any crime of moral turpitude by Employee; or

                           (iv) the Employee has breached any material provision
                  or covenant  contained in this Letter Agreement,  which breach
                  (if it can be cured) shall not have been cured  within  thirty
                  (30) days after written notice of such breach from the Company
                  to Employee.

                  (b) Without Cause.  This  Agreement may be terminated  without
Cause at any time by the Company  effective  immediately  upon written notice to
the Employee,  and upon such  termination,  the Employee  shall receive from the
Company the greater of:

                           (i) the amount of salary payable, plus accrued bonus,
                  if any,  during  the  remaining  portion  of the  term of this
                  Letter  Agreement,  which amounts shall be payable in the same
                  manner as such  compensation  would have been  payable had you
                  not been  terminated,  provided  that the Company may elect to
                  pay or you may elect to receive  such  compensation  as a lump
                  sum payment; or

                           (ii) one (1)  month  severance  for each full year of
                  service  with Travis Boats and  one-twelfth  (1/12) of one (1)
                  month's  severance  for each full  calendar  month of  service
                  during any partial  year of service with Travis  Boats,  which

                                       2
<PAGE>

                  amounts   shall  be  payable  in  the  same   manner  as  such
                  compensation   would  have  been  payable  had  you  not  been
                  terminated,  provided that the Company may elect to pay or you
                  may elect to receive such compensation as a lump sum payment.

                  (c)  Resignation;  Change of Control.  In the event you submit
your resignation  within the sixty (60) day period after the date of a Change of
Control,   then  you  will  be  entitled  to  receive  2.99  times  your  annual
compensation  with proration of the annual bonus,  if any, for the year in which
the Change of Control  occurs,  which amounts shall be payable over a three-year
period in the same manner as such  compensation  would have been payable had you
not resigned; provided, the Company may elect to pay or you may elect to receive
such compensation as a lump sum payment.  Notwithstanding any other provision in
this Letter  Agreement,  any action  taken,  omission or event caused by Tracker
Marine,  L.L.C.,  or any of its  affiliates,  shall  not be  deemed a Change  of
Control unless Tracker  Marine,  L.L.C.,  or any of its  affiliates,  shall have
acquired  fifty  percent  (50%) plus one (1) share of the common stock of Travis
Boats  determined  on a fully  diluted  basis,  and, in which case,  the maximum
Change of Control  payment  you will  receive  will be equal to one (1) month of
salary for each full year of service  with  Travis  Boats and the sixty (60) day
period  within  which you may resign  shall  commence  upon the date you receive
written notice of such Change of Control."

                  (D) By deleting  Section 10(c) of the Letter  Agreement in its
         entirety.

                  (E) By adding to  Section  11(b) of the Letter  Agreement  the
         following sentence as the last sentence thereof:  "Notwithstanding  the
         foregoing,  in the event this Letter  Agreement is not renewed upon any
         expiration   hereof,   the  non-compete   provision   herein  shall  be
         eliminated.

         2. The Letter Agreement, as amended by this Third Amendment,  continues
in full force and  effect.  Except as  expressly  set forth  herein,  this Third
Amendment shall not affect the Letter  Agreement dated November 16, 1999 nor any
of the agreements or other documents referred to therein.

         IN WITNESS  WHEREOF,  the parties have executed this Third Amendment as
of the Effective Date.

                               TBC MANAGEMENT, LTD., a Texas limited partnership

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


Address for Notices:                               EMPLOYEE

---------------------------          ----------------------------------------
                                              Ronald L. Spradling


               (Signatures continued on the next succeeding page)



                                       3
<PAGE>

         AGREED TO AND ACCEPTED this ____ day of _____________, 2002.


                                TRAVIS BOATS & MOTORS, INC., a Texas corporation


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


                                By:
                                   ---------------------------------------
                                Title:   Chairman of the Compensation
                                         Committee of the Board of Directors








                                       4