Exhibit 10.55

                               Consent and Waiver

         Reference is made to the  Subordinated  Note  Purchase  Agreement  (the
"Purchase  Agreement")  dated as of December  14, 2001  between  Travis  Boats &
Motors, Inc. (the "Company") and Brunswick Corporation ("Brunswick"),  a copy of
which is attached as Exhibit A.

         The  undersigned  is the  lender  pursuant  to the  Loan  and  Security
Agreement,  dated as of January 31, 2000,  between Travis Boats & Motors,  Inc.,
along with certain of its  subsidiaries  (such  subsidiaries  together  with any
other subsidiaries or  sub-subsidiaries  of the Company that may exist from time
to time shall be collectively  referred to as the "Subsidiaries"),  and Deutsche
Financial  Services   Corporation  relating  to  a  Credit  Facility  of  up  to
$60,000,000,  as amended,  supplemented or modified from time-to-time (the "Loan
Agreement").

         The  undersigned  hereby consents to: (i) the Purchase  Agreement,  the
transactions   contemplated   thereby  and  the  performance  of  the  Company's
obligations  thereunder  including without limitation the issuance of $3,000,000
subordinated notes pursuant thereto and the conversion of such notes into common
stock of the Company, and (ii) contemporaneously with the execution and delivery
of this Consent and Waiver,  the issuance of up to  $1,500,000  of  subordinated
notes (the "Insider Notes") of the Company to certain of the Company's  founding
shareholders and directors listed on Schedule I hereto or their affiliates.  The
undersigned  confirms that the Notes issued  pursuant to the Purchase  Agreement
and the Insider  Notes do, will and at all times shall  constitute  Subordinated
Debt for the purposes of the Loan Agreement.  The  undersigned  confirms that no
Default (as defined in the Loan  Agreement),  or event which with the passage of
time would  become a Default  will occur as a result of the  Company's  entering
into the Purchase  Agreement and  performing  its  obligations  hereunder or the
Insider Notes.

         Except for the  Non-Waived  Defaults  (defined  below) the  undersigned
waives all  Defaults  and events in existence as of the date of this Consent and
Waiver  which with the  passage of time would  become  Defaults,  under the Loan
Agreement  or  any  agreement,   including  without  limitation,   any  security
agreement,  entered into in  connection  with the Loan  Agreement  which were in
existence  as of the date  hereof and all  Defaults  and  events  which with the
passage of time would  become  Defaults,  other than payment  defaults,  arising
through  January 30, 2002. For purposes of this Consent and Waiver,  "Non-Waived
Defaults"  shall  mean  any of any of the  following  Defaults  under  the  Loan
Agreement or any  agreement,  document or instrument  entered into in connection
with or contemplated by the Loan Agreement:

         (A)      Any  Default  arising  as a result of any  failure to make any
                  required payment,  including,  but not limited to, any payment
                  of principal or interest; or

         (B)      Both (i) any  Default  arising  as a result of any  default or
                  event of  default  (howsoever  such terms are  defined)  shall
                  occur under the Purchase Agreement or any agreement,  document
                  or instrument  entered into in connection with or contemplated
                  by the Purchase  Agreement;  and (ii) Brunswick shall take any
                  action to enforce any of its rights,  powers  and/or  remedies
                  under the  Purchase  Agreement or any  agreement,  document or
                  instrument  entered into in connection with or contemplated by
                  the Purchase Agreement; or

                                       1
<PAGE>


         (C)      Any  Default  arising  as a  result  of any  violation  of any
                  covenant relating to ownership, control, management,  mergers,
                  consolidations,  sale  or  purchase  of  assets  or  stock  of
                  Borrower and/or any of the Subsidiaries; or

         (D)      Any Default  arising as a result of any material  violation of
                  any  representation  or  warranty  or  any  violation  of  any
                  representation  or  warranty  that  causes a material  adverse
                  change  in the  business  of  the  Company  and/or  any of the
                  Subsidiaries; or

         (E)      Any  Default  arising  as a  result  of any  violation  of any
                  covenant  relating to granting of liens,  other than permitted
                  liens, or the incurrence of indebtedness, other than permitted
                  indebtedness, of Borrower and/or any of the Subsidiaries; or

         (F)      Any Default  arising as a result of the Company  and/or any of
                  the  Subsidiaries  shall become insolvent or generally fail to
                  pay, or admit in writing its  inability to pay,  such person's
                  or entity's  debts as they become due, or a  proceeding  under
                  any   bankruptcy,   reorganization,   arrangement   of   debt,
                  insolvency,  readjustment  of  debt  or  receivership  law  or
                  statute is filed by or against the  Company  and/or any of the
                  Subsidiaries  or the  Company  and/or any of the  Subsidiaries
                  makes an assignment for the benefit of creditors; or

         (G)      Any  Default  arising  as a result of any  termination  of any
                  guaranty; or

         (H)      Any Default  arising as a result of (i) any failure to deliver
                  on a timely basis as required in accordance  with the terms of
                  the Loan  Agreement or any  agreement,  document or instrument
                  relating to the Loan Agreement any borrowing base  certificate
                  or  other  report   relating  to  inventory   and/or  accounts
                  receivable;  or (ii) any  misrepresentation  contained  in any
                  borrowing  base   certificate  or  other  report  relating  to
                  inventory and/or accounts receivable.

         The undersigned expressly  acknowledges and agrees that no violation of
any  financial  covenant  or ratio at any time  through  January  30, 2002 shall
constitute any Default; that the undersigned may not take any action at any time
to declare such  violation  as an Default or to  otherwise  exercise any rights,
powers and remedies  with  respect to such  violation;  and that such  violation
shall not result in the  postponement or  subordination of any payment under the
Notes issued pursuant to the Purchase Agreement.  Notwithstanding the foregoing,
in the event of a financial covenant or ratio violation that exists or continues
after  January 30, 2002,  as determined  based on financial  statements  for the
month ended January 31, 2002 or any subsequent  period (as opposed to the month,
quarter or year ended December 31, 2001 or earlier), the existence of any waiver
of such violation  prior to January 31, 2002 shall not preclude the  undersigned
on or after  January 31, 2002 from  declaring a default or pursuing any remedies
it otherwise has based on such  continuing  violation of financial  covenants or
ratios as determined  based on financial  statements for the month ended January
31, 2002 or any subsequent period.

         Nothing  contained  in this  Consent  and  Waiver  shall  preclude  the
undersigned  from  exercising  its rights,  powers and  remedies  under the Loan
Agreement  with respect to any Default (i)  described in clauses (A),  (B), (C),
(D),  (E),  (F),  (G),  and/or (H) above at any time prior to January 31,  2002;
and/or (ii) at any time after January 31, 2002.

                                       2
<PAGE>

         The undersigned  acknowledges that Brunswick  Corporation is relying on
this  Consent  and  Waiver as a  condition  to its  closing  under the  Purchase
Agreement.  The execution and delivery of this document by the  undersigned  and
the  effectiveness  of this  document  is  expressly  conditioned  on all of the
following  occurring  contemporaneously  with the execution and delivery of this
document by the undersigned:

         (1)      Brunswick, the Company and the Subsidiaries  acknowledging and
                  agreeing  to the  terms and  provisions  of this  document  by
                  executing in the signature blocks below; and

         (2)      Brunswick  and  the  Company   executing  and  delivering  the
                  Purchase   Agreement   and  all   agreements,   documents  and
                  instruments relating to the Purchase Agreement; and

         (3)      Brunswick purchasing the Notes for at least $3,000,000.00; and

         (4)      The Company receiving the $3,000,000.00  from Brunswick as the
                  purchase price for the Notes in immediately  available  funds;
                  and

         (5)      Brunswick  executing  and  delivering  to  the  undersigned  a
                  subordination agreement in the form attached hereto as Exhibit
                  B; and

         (6)      The Company and the  Subsidiaries  executing and delivering to
                  the undersigned all such agreements, documents and instruments
                  required by the  undersigned in connection  with this document
                  and the Loan Agreement;

         (7)      Transamerica  Commercial  Finance  Corporation  executing  and
                  delivering a consent and waiver in the form attached hereto as
                  Exhibit C.

         IN WITNESS  WHEREOF,  the  undersigned  has  executed  this Consent and
Waiver as of the 14th day of December, 2001.

                                    DEUTSCHE FINANCIAL SERVICES CORPORATION


                                    By:
                                       ----------------------------------------
                                    Its:
                                        ---------------------------------------


                                       3
<PAGE>

THE UNDERSIGNED ACKNOWLEDGE, AGREE AND CONSENT TO THE TERMS AND
PROVISIONS OF THE ABOVE CONSENT AND WAIVER:

BRUNSWICK CORPORATION


By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001


TRAVIS BOATS & MOTORS, INC.


By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001


TRAVIS BOATING CENTER GEORGIA, INC.


By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001


TRAVIS BOATING CENTER FLORIDA, INC.


By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001


ADVENTURE MARINE & OUTDOORS, INC.


By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001


                                       4
<PAGE>

ADVENTURE MARINE SOUTH, INC.


By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001


ADVENTURE BOAT BROKERAGE, INC.


By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001


TBC MANAGEMENT, INC.


By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001


TBC MANAGEMENT, LTD.


By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001

TBC ARKANSAS, INC.


By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001


TRAVIS BOATING CENTER ARLINGTON, INC.


By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001


                                       5
<PAGE>

TRAVIS BOATING CENTER BEAUMONT, INC.


By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001


TRAVIS BOATING CENTER  OKLAHOMA, INC.


By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001


TRAVIS BOATING CENTER TENNESSEE, INC.


By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001


TRAVIS SNOWDEN MARINE, INC.


By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001


FALCON MARINE, INC.


By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001


                                       6
<PAGE>


FALCON MARINE ABILENE, INC.


By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001


TRAVIS BOATING CENTER ALABAMA, INC.


By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001


TRAVIS BOATING CENTER LOUISIANA, INC.


By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001


TRAVIS BOATS & MOTORS BATON ROUGE, INC.

By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001


TRAVIS BOATING CENTER MISSISSIPPI, INC.


By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001


TRAVIS BOATING CENTER LITTLE ROCK, INC.


By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001


                                       7
<PAGE>

RED RIVER MARINE ARKANSAS, INC.


By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001


SHELBY MARINE CENTER, INC.


By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001


SHELBY MARINE PICKWICK, LLC


By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001


                                       8
<PAGE>

                                   SCHEDULE 1

Mark T. Walton

Ronnie L. Spradling

Robert C. Siddons

Joseph E. Simpson

Steven W. Gurasich

E. D. Bohls

Rex Bohls

James Bohls



<PAGE>


                                    Exhibit A

       Subordinated Note Purchase Agreement dated as of December 14, 2001
          between Travis Boats & Motors, Inc. and Brunswick Corporation

<PAGE>


                                    Exhibit B

                             Subordination Agreement


<PAGE>


                                    Exhibit C

        Consent and Waiver by Transamerica Commercial Finance Corporation