EXHIBIT 10.3

                       DEED OF TRUST, ASSIGNMENT OF RENTS,
                   SECURITY AGREEMENT AND FINANCING STATEMENT


THE STATE OF TEXAS       (
                         (
COUNTY OF BEXAR          (

     THIS DEED OF TRUST,  ASSIGNMENT OF RENTS,  SECURITY AGREEMENT AND FINANCING
STATEMENT (this "Deed of Trust") is made by TRAVIS BOATS & MOTORS, INC., a Texas
corporation with a principal address at 12116 Jekel Circle #102,  Austin,  Texas
78727 ("Mortgagor"),  to RONALD DOLD, with an address at 3 Greenway Plaza, Suite
1100, Houston,  Texas 77046, as Trustee ("Trustee"),  for the benefit of KENNEDY
FUNDING,  INC.,  a New  Jersey  corporation,  having  their  principal  place of
business at Two University  Plaza,  Suite 402,  Hackensack,  New Jersey 07601 as
agent  ("Agent")  for the  lenders  identified  in  Schedule  A of the  Note (as
hereinafter  defined)(Agent  and the said lenders are  hereinafter  collectively
referred to as "Mortgagee").

                                   WITNESSETH:

     For the purposes and trusts  hereinafter set forth, and for ten dollars and
other  good and  valuable  consideration  paid to  Mortgagor,  the  receipt  and
sufficiency of which are hereby acknowledged,  Mortgagor has granted, bargained,
sold,  conveyed,  assigned and  transferred,  and by these  presents does grant,
bargain, sell, convey,  transfer and assign unto Trustee the following described
property (hereinafter called the "Mortgaged Property"):

          (a) That certain  tract or parcel of land,  situated in Bexar  County,
     Texas,  being more fully  described in Exhibit A attached hereto and made a
     part hereof (the "Land"),  and including without  limitation (i) all right,
     title and  interest of  Mortgagor  in and to any land lying in or under the
     bed of any stream, creek, or waterway or any street, road,  right-of-way or
     easement  of any kind or  character,  open or  proposed,  in,  on,  across,
     abutting,  or adjacent to the Land, and (ii) all interest of Mortgagor,  if
     any,  in  strips  and  gores,  if any,  between  the Land and any  abutting
     properties,  whether owned or claimed by deed,  limitations,  or otherwise,
     and whether located inside or outside the Land;

          (b) All rights of  Mortgagor  under all  existing  and  future  lease,
     maintenance  and other  contracts  covering or  relating  to the Land,  all
     tenant  deposits made pursuant to or in  connection  with said leases,  all
     rights of ingress and egress,  easements,  licenses,  permits,  franchises,
     certificates,  accounts, instruments, documents and general intangibles and
     all other rights and privileges obtained in connection with, relating to or
     associated with the Land (the Mortgaged Property described in paragraph (a)
     above is called the "Collateral");

     TO HAVE  AND TO HOLD  the  Mortgaged  Property,  and all and  singular  the
rights, privileges,  hereditaments,  appurtenances, rents, revenues, profits and
income  thereunto  now or hereafter  incident or belonging,  unto  Trustee,  his
successors  in the trust hereby  created and his or their assigns  forever;  and


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Mortgagor binds itself, its successors and assigns to warrant and forever defend
all and singular the Mortgaged  Property unto Trustee,  and his  successors  and
assigns,  against every person  whomsoever  lawfully  claiming,  or to claim the
same, or any part thereof,  by, through, or under Mortgagor,  but not otherwise,
except as expressly  provided herein.  This conveyance is made expressly subject
to the  easements  and  encumbrances  to title  described  on Exhibit B attached
hereto and made a part hereof (the "Permitted Encumbrances"), to the extent such
matters are valid and  subsisting  on the date  hereof and affect the  Mortgaged
Property.

     This  instrument  constitutes,  among other  things,  a security  agreement
covering,  and Mortgagor does hereby grant to Mortgagee a security  interest in,
all items of property  constituting a part of the Mortgaged Property to the full
extent  that such items may be the  subject of a  security  agreement  under the
Uniform Commercial Code as enacted in the State of Texas (the "UCC").

     This  conveyance  is in trust,  however,  for the purpose of  securing  the
payment of

          (i) one promissory  note dated November 10, 2003 executed by Mortgagor
     payable to the order of Mortgagee in the  principal  amount of Five Million
     Three  Hundred  Thousand  and  00/100  ($5,300,000.00)  and  any  renewals,
     extensions, modifications or amendments thereof (the "Note");

          (ii) all other  documents from time to time evidencing or securing the
     indebtedness  described in the Note  (collectively,  the "Loan Documents");
     and

          (iii)  all  amounts  for  which  Mortgagor  may  become  obligated  to
     Mortgagee pursuant to the provisions of this Deed of Trust.

The indebtedness  described in the foregoing clauses (i) through (iii) is called
the  "Indebtedness".  The final maturity date on which the Indebtedness is to be
paid in full is November 30, 2006.

     It is  expressly  covenanted  and agreed by and between the parties  hereto
that all of the  Mortgaged  Property  hereby  conveyed,  assigned,  pledged  and
mortgaged is so conveyed, assigned, pledged and mortgaged subject to the further
covenants,  trusts,  uses and conditions  hereinafter  set forth,  and Mortgagor
covenants and agrees with Trustee and with Mortgagee, as follows:

1.   Covenants of Mortgagor.

          (a) Taxes. Mortgagor shall pay, before the same become delinquent, all
     taxes and assessments levied or assessed against the Mortgaged Property, or
     any part thereof, by any governmental authority,  and upon demand of either
     Trustee or Mortgagee,  shall exhibit receipts of the various tax collectors
     therefor.

          (b) Insurance.  Mortgagor  shall at all times carry,  at no expense to
     Mortgagee,  one or more policies of commercial general liability  insurance
     with  respect  to the  Mortgaged  Property,  issued by and  binding  upon a
     solvent  insurance  company  authorized  to  do  business  in  Texas.  Such


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     insurance  shall  afford  minimum   protection  in  amounts  acceptable  to
     Mortgagee,  in  Mortgagee's  sole and absolute  discretion.  Such insurance
     policies  shall be  placed  with  companies  acceptable  to  Mortgagee,  in
     Mortgagee's sole and absolute discretion, shall be payable to Mortgagee and
     shall  expressly  prohibit  cancellation  or modification of such insurance
     without ten (10) days' written notice to Mortgagee. Certificates evidencing
     such  insurance to be in force shall be provided by Mortgagor to Mortgagee.
     Photocopies of the original policies evidencing the same shall be delivered
     by Mortgagor to Mortgagee  upon request.  In addition,  Mortgagor  shall be
     obligated  to furnish  insurance  against  such other  risks,  hazards  and
     contingencies  as  Mortgagee  may  from  time to time  specify  and in such
     amounts as Mortgagee may require from time to time.

          (c)  Deposits.  In  furtherance  of the  foregoing and in the event of
     default,  Mortgagor shall at Mortgagee's  request deposit with Mortgagee at
     the time of each  payment  to be made  under the Note,  an amount  equal to
     one-twelfth of the next succeeding annual ad valorem tax payments to become
     due and payable with  respect to the  Mortgaged  Property,  as estimated by
     Mortgagee.  At least  fifteen (15) days prior to the date on which any such
     tax must be paid to prevent delinquency thereof, Mortgagor shall deliver to
     Mortgagee a statement or  statements  showing the amount of tax required to
     be paid  and the  party or  governmental  authority  to  which  the same is
     payable and shall, at the same time, deposit with the Mortgagee such amount
     as will, when added to the amount of such deposits previously made and then
     remaining  available  for  the  purpose,  be  sufficient  to pay  such  tax
     obligations.  Mortgagee  shall have no  obligation  to pay  interest on any
     amount deposited in escrow hereunder unless expressly required by law.

          (d)  Maintenance  of Property.  Mortgagor  shall at all times,  at its
     expense, keep and maintain all of the Mortgaged Property in a good state of
     repair and in good condition,  and shall never allow any portion thereof to
     be torn down,  removed  from the  premises or  materially  altered  without
     Mortgagee's written consent first obtained.

          (e) Title to  Property.  The lien or interest  created by this Deed of
     Trust as security  for any of the  Indebtedness,  both  present and future,
     shall be first,  prior and  superior to any lien,  reservation  of title or
     other  interest  in or to  the  Mortgaged  Property  except  the  Permitted
     Encumbrances.  If  any  person  or  entity  shall  claim  any  interest  or
     encumbrance, except for Permitted Encumbrances,  which is equal or superior
     to the  title  hereunder  of  Trustee  to,  or the  interest  hereunder  of
     Mortgagee in, the Mortgaged  Property or any part thereof,  Mortgagor shall
     promptly  discharge and remove any such adverse claim,  lien or encumbrance
     from the Mortgaged Property.

          (f) Inspection.  Upon at least one business day's prior oral notice to
     Mortgagor,  Mortgagor will permit Mortgagee and its agents, representatives
     and  employees at all  reasonable  times to go upon,  examine,  inspect and
     remain on the Mortgaged Property,  and will furnish to Mortgagee on request
     all pertinent information in regard to the development and operation of the
     Mortgaged  Property,  and permit Mortgagee's  agents,  representatives  and
     employees to make copies thereof.

          (g) Homestead.  Mortgagor  warrants,  covenants and represents that at
     the time of execution  and  delivery of this Deed of Trust,  no part of the


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     Mortgaged Property forms any part of any property owned, used or claimed by
     Mortgagor,  either as a residence or a business homestead,  or as otherwise
     exempt  from forced sale under the laws of the State of Texas or the United
     States.

          (h)  INDEMNITY.  TO THE FULLEST  EXTENT  PERMITTED  BY LAW,  MORTGAGOR
     AGREES TO INDEMNIFY  MORTGAGEE FROM AND AGAINST ANY AND ALL CLAIMS,  LOSSES
     AND  LIABILITIES  GROWING OUT OF OR  RESULTING  FROM ACTS OR  OMISSIONS  OF
     MORTGAGEE OR MORTGAGEE'S AGENTS,  EMPLOYEES OR  REPRESENTATIVES,  INCLUDING
     CLAIMS,  LOSSES AND  LIABILITIES  ARISING FROM THE NEGLIGENCE OF MORTGAGEE,
     INCLUDING  SOLE,   CONCURRENT  OR  JOINT  NEGLIGENCE,   ACTIVE  OR  PASSIVE
     NEGLIGENCE,  OR CONTRACTUAL COMPARATIVE NEGLIGENCE,  BUT NOT CLAIMS, LOSSES
     OR LIABILITIES RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF
     MORTGAGEE.

          (i)  Expenses.  Mortgagor  agrees upon demand to pay to Mortgagee  the
     amount  of  any  and  all  reasonable  expenses,  including  the  fees  and
     disbursements of its counsel and of any experts and agents, which Mortgagee
     may incur in connection  with (i) any request for consent,  modification or
     amendment  made  by  Mortgagor,  (ii)  the  custody,  preservation,  use or
     operation of, or the sale of,  collection from, or other  realization upon,
     any of the  Mortgaged  Property  after  default  by  Mortgagor,  (iii)  the
     enforcement of any of the rights of Mortgagee hereunder or (iv) the failure
     by Mortgagor to perform or observe any of the provisions hereof.

          (j)  Interest.  Mortgagor  agrees to pay  interest on any  expenses or
     other  sums due to  Mortgagee  hereunder  that are not paid when due at the
     default rate  specified in the Note for payment of past due  principal  and
     interest.

          (k)  Appraisal.  Promptly  upon  Mortgagee's  request,  Mortgagor,  at
     Mortgagor's  sole cost and  expense,  shall:  (a) cause an  inspection  and
     written  appraisal  of the  Mortgaged  Property (or such parts of it as are
     designated in Mortgagee's  request), to be made by an appraiser approved by
     Mortgagee in its sole discretion;  provided,  however, that Mortgagee shall
     not require an appraisal  more than one (1) time per year; and (b) cause to
     be  conducted  or prepared  any other  written  report,  summary,  opinion,
     inspection, review, survey, audit or other professional service relating to
     the Mortgaged  Property or any  operations  in  connection  with it (all as
     designated  in  Mortgagee's  request),  including  without  limitation  any
     accounting, auctioneering,  architectural, consulting, engineering, design,
     legal,  management,  pest control,  surveying,  title  abstracting or other
     technical,  managerial or  professional  service  relating to the Mortgaged
     Property or its operations. Mortgagee may elect to deliver any such request
     orally, by telegram,  by mail or by hand delivery addressed to Mortgagor as
     provided  in  Section  18 of this  Deed of  Trust or by any  other  legally
     effective  method,  and it may be given  at any time and from  time to time
     before the complete and final release and discharge of this Deed of Trust.

          (l) No  Improvements.  No  improvements  of  any  kind  may  be  made,
     including  any  development  of any kind,  without  the  Mortgagee's  prior


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     written  consent,  which may be granted or withheld in Mortgagee's sole and
     absolute  discretion.   The  parties  further  understand  and  agree  that
     Mortgagor  shall be required to discharge the  Indebtedness  in full before
     constructing  improvements on the Land, and that no partial  releases shall
     be granted.

     2. Collection and Application of Insurance and Condemnation  Proceeds.  All
amounts  received  by  Mortgagor  as  proceeds  of  insurance  and  proceeds  of
condemnation  proceedings  are hereby  assigned as  additional  security for the
Indebtedness, and, subject to the further provisions hereof, Mortgagee may apply
all money so collected to the Indebtedness then  outstanding,  or at Mortgagor's
reasonable  request,  permit it to be used for the  improvement of the Mortgaged
Property in such manner as  Mortgagor  and  Mortgagee  shall  reasonable  agree,
applying such money not so used to the  Indebtedness  in such order as Mortgagee
shall select.

     3. Recovery of Advances and  Attorneys'  Fees. To the extent not prohibited
by law, Mortgagor will pay, or reimburse  Mortgagee for, all costs and expenses,
of every  character,  incurred or expended from time to time with respect to the
matters  identified in Paragraph 1(i) above (including,  but not limited to, the
execution,  filing,  recording,  refiling and re-recording of this Deed of Trust
and all related financing statements and the making, servicing and collection of
the debt secured hereby;  any and all stamp,  mortgage and recording  taxes; the
costs of any  title  insurance  or lien  insurance  purchased  by  Mortgagee  to
connection  herewith;  all  costs of  negotiation,  preparation,  execution  and
delivery  of any  and  all  amendments,  modifications,  supplements,  consents,
waivers or other documents or writings relating to the transactions contemplated
by this Deed of Trust);  and all costs (including  attorneys' fees) of reviewing
title  opinions  and  security  opinions  relating to the debt  secured  hereby.
Mortgagor  will  reimburse  Mortgagee  for all amounts  expended by Mortgagee to
satisfy any  obligation of Mortgagor  under this Deed of Trust or to protect the
Mortgaged Property and the Collateral. In addition,  whether or not a default or
an Event of Default  shall  have  occurred,  Mortgagor  will pay,  or  reimburse
Mortgagee for, all costs and expenses,  of every character  incurred or expended
from time to time in connection with the evaluation, monitoring,  administration
and  protection of the Mortgaged  Property and the  Collateral,  the exercise by
Mortgagee of any of its rights and remedies hereunder or at law (including,  but
not limited  to, all  appraisal  fees,  consulting  fees,  filing  fees,  taxes,
brokerage fees and  commissions,  insurance  premiums,  Uniform  Commercial Code
search fees, fees incident to title searches and reports,  investigation  costs,
escrow fees, attorneys' fees, legal expenses,  fees of auditors and accountants,
court costs, fees of governmental authorities, auctioneer fees and expenses, and
all fees and expenses  incurred in connection  with the  marshalling,  guarding,
management,  operation,  removal,  maintenance,  cleanup,  storage,  auction and
liquidation of the Mortgaged Property and the Collateral). Any amount to be paid
or reimbursed by Mortgagor to Mortgagee  shall be a demand  obligation  owing by
Mortgagor  to Mortgagee  and, to the extent not  prohibited  by law,  shall bear
interest  from the  date of  expenditure  by  Mortgagee  until  paid at the same
default rate provided for past-due  principal and interest on the Note. No right
or option granted by Mortgagor to Mortgagee or otherwise arising pursuant to any
provision of this or any other  instrument  shall be deemed to impose or admit a
duty on Mortgagee to  supervise,  monitor or control any aspect of the character
or condition of the Mortgaged  Property  and/or the Collateral or any operations
conducted  in  connection  therewith  for the benefit of  Mortgagor or any other
person or entity other than Mortgagee.


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     4.  Acceleration  for  Default;  Right  of  Agent to  Correct  Defaults  of
Mortgagor  and to  Defend  Adverse  Claims.  If any of the  following  events of
default (each an "Event of Default") should occur, that is:

          (a) if Mortgagor fails to pay any of the Indebtedness punctually as it
     matures, however such maturity may come about, time being of the essence in
     such payment;

          (b) if an order of relief is  issued  by the  Bankruptcy  Court of the
     United States District Court having valid  jurisdiction  granting Mortgagor
     relief  under the  provisions  of the  Bankruptcy  Reform  Act of 1978,  as
     amended,  or if Mortgagor  consents to the  institution  of  proceedings in
     bankruptcy  against it, or if Mortgagor  consents to the institution of any
     proceeding  against it under any federal or state  insolvency  laws,  or if
     Mortgagor fails  generally to pay its debts as they mature,  as such phrase
     is  construed  under  ss.  304 of the  Bankruptcy  Reform  Act of 1978,  as
     amended, or if a custodian,  receiver, liquidator or other similar official
     is appointed for any of the Mortgaged  Property or the estate of Mortgagor,
     or if  Mortgagor  consents to the filing of any  petition,  application  or
     complaint seeking the appointment of a custodian,  receiver,  liquidator or
     other similar  official for any of the Mortgaged  Property or the estate of
     Mortgagor, or if Mortgagor makes an assignment, statutory or otherwise, for
     the benefit of creditors;

          (c) if the charter or permit to do business  of  Mortgagor  expires or
     becomes canceled or forfeited;

          (d) if any  representation or warranty contained in the Note, any Loan
     Document or any other writing delivered to Mortgagee in connection with (or
     as an  inducement  for the creation of) any of the  Indebtedness  is false,
     misleading or erroneous in any material respect;

          (e) if  Mortgagor  fails  strictly  to  keep  and  perform  any of its
     covenants  or  obligations  under  this  Deed of  Trust or any  other  Loan
     Document;

          (f) if it ever appears that there is a defect in Mortgagor's  title to
     any of the  Mortgaged  Property or a lien or  encumbrance  thereon equal or
     superior  in rank to the lien of this Deed of Trust,  other than  Permitted
     Encumbrances,  or a homestead  claim or other claim ever appears or is ever
     asserted against any of the Mortgaged  Property adverse to the lien hereof,
     and  Mortgagor  fails to correct  such title defect or to remove said lien,
     encumbrance, homestead claim or other claim;

          (g) if a writ of execution is levied against the interest of Mortgagor
     in the Mortgaged Property;

          (h) if Mortgagor sells,  transfers or otherwise disposes of all or any
     part  of or  interest  in  the  Land,  if  the  title  to all or any of the
     Mortgaged  Property  becomes  vested  (without  Mortgagee's  prior  written
     consent) in any party other than Mortgagor,  whether by operation of law or
     otherwise,  or if any of the ownership or beneficial interests in Mortgagor
     are sold,  transferred,  or otherwise  disposed of, whether by operation of
     law or otherwise;


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          (i) if Mortgagor,  without  Mortgagee's  prior written  consent (which
     shall not be  unreasonably  withheld),  grants any easement with respect to
     any of the Mortgaged Property; or

          (j) if  Mortgagor,  without the prior  written  consent of  Mortgagee,
     hereafter executes or delivers any pledge, security agreement,  mortgage or
     deed of trust covering,  or other instrument creating (or providing for the
     creation of) any lien,  security  interest or  encumbrance  upon any of the
     Mortgaged Property,

and such Event of Default is not cured  within ten (10) days after the date that
it is due (for any monetary default) or thirty (30) days written notice (for any
non-monetary default),  then in any such event,  Mortgagee may thereupon,  or at
any time  thereafter  during the  continuance  of such Event of Default,  at its
option,  without  demand upon or  presentment  for payment or notice of any kind
(including notice of default, notice of intent to accelerate the maturity of the
Indebtedness,  and  notice of actual  acceleration)  to  Mortgagor  or any other
person  and  without  any  formality   (any   necessity  for  any  such  demand,
presentment,  notice or formality being hereby  expressly  waived by Mortgagor),
declare the entire  Indebtedness  immediately  due and payable,  and may request
that the Trustee  exercise any of the Trustee's  remedies  hereunder,  including
without limitation remedies under Sections 5, 6, 12 and 13 hereof.

     In addition to the  foregoing,  if an Event of Default  shall have occurred
and  be  continuing,  then  upon  the  filing  of a  bill  in  equity  or  other
commencement  of  judicial  proceedings  to enforce the rights of Trustee and of
Mortgagee,  Trustee  shall,  to the extent  permitted  by law,  be entitled as a
matter of right to the  appointment  of a receiver or receivers of the Mortgaged
Property,  and of the rents,  revenues,  issues,  income,  product  and  profits
thereof,  pending  such  proceedings,  with such powers as the court making such
appointment shall confer, but,  notwithstanding the appointment of any receiver,
trustee  or  other  custodian,  Trustee  shall be  entitled  as  pledgee  to the
possession and control of any cash or other  instruments at the time held by, or
payable or deliverable under the terms of this Deed of Trust to, Trustee.

     5.  Collection  and  Application  of Rents;  Suits to Protect the Mortgaged
Property.

          (a) Mortgagor hereby presently and absolutely ASSIGNS and TRANSFERS to
     Mortgagee  all  rents,  revenues,  profits  and income  from the  Mortgaged
     Property (the "Rents"), including all Rents now due and which may hereafter
     become due under all leases of the Mortgaged  Property or any part thereof,
     whether  written or verbal,  now existing or hereafter made (the "Leases"),
     as additional security for the Indebtedness, and Mortgagee is given a prior
     and continuing lien thereon and security interest therein.  The transfer of
     the Rents is specific in nature and  irrevocable.  Once the Indebtedness is
     paid in full and the lien of the Deed of Trust is released, Mortgagee shall
     reassign rents from the Mortgaged  Property,  or release Mortgagee's rights
     to such rents, to the then owner of the Mortgaged Property.

          (b)  Mortgagee  hereby  grants to  Mortgagor  a limited  license  (the
     "License") to possess and use the Leases and the Rents,  including  without


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     limitation the right to collect, demand, sue for, attach, levy, recover and
     receive the Rents, and to give proper  receipts,  releases and acquittances
     therefor.

          (c) If an Event of Default has occurred and is continuing,  Mortgagee,
     at its option and in addition to the other  remedies  provided in this Deed
     of Trust,  shall have the complete,  continuing  and  unconditional  right,
     power and  authority  to  terminate  the License  solely by giving  written
     notice of such termination to Mortgagor.  Thereafter,  Mortgagee shall have
     the  absolute and  continuing  right (but not the  obligation)  to collect,
     demand,  sue for,  attach,  levy,  recover and  receive  any Rent,  to give
     receipts,  releases and  acquittances  therefor  and,  after  deducting the
     expenses of collection, to hold the net proceeds as cash collateral for, or
     then or at anytime  thereafter to apply the net proceeds of such collection
     as a credit upon any  portion of the  Indebtedness  selected by  Mortgagee,
     notwithstanding  that such portion selected may not then be due and payable
     or that such  portion is otherwise  adequately  secured.  Mortgagor  hereby
     authorizes and directs any lessee of the Mortgaged  Property to deliver any
     such payment to, and  otherwise to attorn all other  obligations  under the
     Leases directly to,  Mortgagor.  Mortgagor hereby ratifies and confirms all
     that Mortgagee shall do or cause to be done by virtue of this Section 5. No
     lessee  shall be required to inquire  into the  authority  of  Mortgagee to
     collect  any  Rent,  and any  lessee's  obligation  to  Mortgagor  shall be
     absolutely discharged to the extent of its payment to Mortgagee.

          (d) If an Event of Default has occurred and is  continuing,  Mortgagee
     may take, or have Trustee  take,  possession  and control of the Land,  and
     other Mortgaged Property,  or any part thereof,  and/or receive and collect
     all Rents theretofore  accrued or thereafter  accruing therefrom so long as
     any of the Indebtedness remains unpaid or until the foreclosure of the lien
     hereof,  applying so much thereof as may be so collected  prior to the sale
     of the property under  foreclosure,  first to the expenses incident to such
     possession,  control  and/or  collection,  and second to the payment of the
     Indebtedness in such order as Mortgagee shall select.

          (e) If Mortgagor or Trustee  takes any action  described in paragraphs
     (c) or (d) of this  Section  5,  Mortgagee  or  Trustee  may  use,  against
     Mortgagor or any other  persons,  such lawful or peaceable  means as it may
     see fit to  enforce  the  collection  of any such  Rents,  and/or to secure
     possession of the Land or other Mortgaged Property or any part thereof, and
     may  settle or  compromise  on any terms it sees fit the  liability  of any
     person or persons for any such Rents.  Particularly,  Mortgagee  or Trustee
     may institute and prosecute to final  conclusion  actions of forcible entry
     and/or  detainer,  or actions of  trespass  to try  title,  or actions  for
     damages,  or any other appropriate  actions, in the name of Mortgagee or in
     the name of Mortgagor or Trustee, and may settle, compromise or abandon any
     such actions as it may see fit.  Mortgagor  binds  itself to take  whatever
     lawful or  peaceable  steps  Mortgagee  or Trustee may ask them to take for
     such purposes,  including the institution and prosecution of actions of the
     character above stated.

          (f) Trustee  shall have power to institute and maintain such suits and
     proceedings  as it may deem  expedient (i) to prevent any impairment of the
     Mortgaged  Property by any acts which may be unlawful  or in  violation  of
     this Deed of Trust,  (ii) to  preserve  or protect  its  interests  and the


                                       8
<PAGE>

     interests of Mortgagee in the  Mortgaged  Property and in the Rents arising
     therefrom,  and (iii) to restrain the enforcement of or compliance with any
     legislation  or other  governmental  enactment,  rule or order  that may be
     unconstitutional or otherwise invalid, if the enforcement of, or compliance
     with, such enactment,  rule or order would impair the security hereunder or
     be prejudicial to the interests of the Mortgagee or of Trustee.

     6. Trustee's Sale.

          (a) If an Event of Default has  occurred  and is  continuing,  Trustee
     shall,  at the request of  Mortgagee,  sell the  Mortgaged  Property or any
     portion thereof requested to be sold, as an entirety or in parcels,  by one
     sale or by several  sales held at one time or at  different  times,  all as
     Trustee in his unrestricted discretion may elect. The sale shall be made in
     the county in which the  Mortgaged  Property  constituting  real  estate is
     situated.  If said real estate is  situated  in more than one county,  then
     notices  as  hereinafter  provided  shall  be  given in both or all of such
     counties,  said real estate may be sold in either or any such  county,  and
     such  notices  shall  designate  the county  where said real estate will be
     sold.  Notice of such sale shall be given by posting written notice thereof
     at  least  twenty-one  (21)  days  preceding  the  date of the  sale at the
     courthouse  door in the county in which the sale is to be made, and if said
     real estate is in more than one county,  one notice  shall be posted at the
     courthouse  door of each  county in which said real estate is  situated.  A
     copy of the  notice of such sale  also  shall be filed at least  twenty-one
     (21) days  preceding  the date of such sale  with the  county  clerk of the
     county in which the sale is to be made.  In  addition,  Trustee  shall,  at
     least  twenty-one (21) days preceding the date of such sale,  serve written
     notice of the proposed sale by certified  mail on each debtor  obligated to
     pay the Indebtedness (or any part thereof)  according to the records of the
     Mortgagee.  Service of such notice upon each debtor shall be completed upon
     deposit of the notice,  enclosed in a postpaid wrapper,  properly addressed
     to such  debtor at its most  recent  address as shown by the records of the
     Mortgagee  in a post  office  or  official  depository  under  the care and
     custody of the United  States Postal  Service.  The affidavit of any person
     having knowledge of the facts to the effect that such service was completed
     shall be prima facie  evidence of the fact of service.  After such  written
     notice  shall have been  posted and filed,  as  aforesaid,  and such notice
     shall have been  served  upon such debtor or  debtors,  as  aforesaid,  the
     Trustee  acting shall perform his duty to enforce this Trust by selling the
     Mortgaged  Property,  either as an  entirety  or in parcels as the  Trustee
     acting may elect (all rights to a marshalling  of assets or sale in inverse
     order of  alienation  being waived,  as aforesaid) at public venue,  at the
     place at the  county  courthouse  designated  for such  sales on the  first
     Tuesday  in any  month  between  the  hours of 10:00  a.m.  and 4:00  p.m.,
     beginning at or within three hours after a time  designated in such notice,
     to the highest  bidder or bidders for cash,  and make due conveyance to the
     purchaser or purchasers, with general warranty, and Mortgagor binds itself,
     its legal  representatives,  successors and assigns, to warrant and forever
     defend  the  title to such  purchaser  or  purchasers,  when so made by the
     acting Trustee.  The provisions hereof with respect to posting,  filing and
     giving  notices of sale are intended to comply with the  provisions  of ss.
     51.002 of the Texas  Property  Code as now in force and effect,  and in the
     event  the  requirement  for any  notice  under  such ss.  51.002  shall be
     eliminated  or the  prescribed  manner of giving  same  modified  by future
     amendment to, or adoption of any statute  superseding such ss. 51.002,  the
     requirement  for such  particular  notice shall be deemed  stricken from or


                                       9
<PAGE>

     modified  in this  Deed of Trust  in  conformity  with  such  amendment  or
     superseding statute, effective as of the effective date of same. The manner
     herein  prescribed for serving or giving any notice,  other than that to be
     posted or caused to be posted by the Trustee, shall not be deemed exclusive
     but such  notice or notices may be given in any other  manner  which may be
     permitted by applicable law.

          (b) Any deed so executed by Trustee,  or any successor Trustee,  shall
     be full  evidence  and  prima  facie  proof of each and all of the  matters
     therein recited,  and no other proof shall be requisite thereof,  including
     the  maturity  of the  Indebtedness,  the  request  that  Trustee  sell the
     Mortgaged  Property,  the time, place,  manner and other particulars of the
     advertisement,  notice and sale, the removal,  absence, death or disability
     of, or the failure or refusal to act of, Trustee or any successor  Trustee,
     and the  time  and  manner  of the  appointment  of any  successor  Trustee
     (including any successor Trustee executing such deed), and the fact of such
     appointment,  all even though such  recitals are general and in the form of
     legal conclusions,  and all prerequisites to the validity and effectiveness
     of such sale shall be presumed to have been  performed.  The  purchaser  or
     purchasers  named in any such deed,  and all persons  subsequently  dealing
     with  the  property  purported  to be  thereby  conveyed,  shall  be  fully
     protected in relying upon the truthfulness of such recitals.

          (c) Upon  the  making  of any such  Trustee's  sale,  Mortgagor  shall
     surrender to the purchaser immediate possession and control of the property
     purchased,  and in  default  thereof  Mortgagor  shall be a  tenant  at the
     sufferance of such  purchaser,  removable at his will by forcible  detainer
     proceedings  and/or any other legal proceedings,  or by force,  without any
     liability  on the  part  of such  purchaser  for any  damages  or  injuries
     resulting to any person or property therefrom.

          (d) If foreclosure  should be commenced by the Trustee,  Mortgagee may
     at any time before the sale direct the Trustee to abandon the sale, and may
     at any  time or times  thereafter  direct  the  Trustee  to again  commence
     foreclosure;  or,  irrespective of whether  foreclosure is commenced by the
     Trustee,  may at any time  after the  occurrence  of any  Event of  Default
     institute  suit for  collection of all or any part of the  Indebtedness  or
     foreclosure of the lien of this Deed of Trust or both. If Mortgagee  should
     institute suit for collection of the  Indebtedness  and  foreclosure of the
     lien of this Deed of Trust,  Mortgagee  may at any time before the entry of
     final  judgment  dismiss  the same,  and  require  the  Trustee to sell the
     Mortgaged Property in accordance with the provisions of this Deed of Trust.

          (e) No single sale or series of sales by the  Trustee  under this Deed
     of Trust and no judicial  foreclosure  shall extinguish the lien or exhaust
     the power of sale under this Deed of Trust except with respect to the items
     of property  sold,  but such lien and power shall exist for so long as, and
     may be exercised in any manner, provided by law or in this Deed of Trust as
     often as the circumstances require to give Mortgagee full relief hereunder.


                                       10
<PAGE>

          (f) Mortgagee shall have the right to become the purchaser at any sale
     made hereunder,  being the highest bidder,  and credit upon all or any part
     of the  Indebtedness  owed to  Mortgagee  shall be deemed cash paid for the
     purposes of this Section.

     7.  Application of Sale Proceeds.  Trustee shall apply the proceeds arising
from each such sale, first to the payment of all expenses thereof (including the
expenses  of  advertising,  sale and  conveyance),  second to the payment of the
Indebtedness  in such order as the Mortgagee shall select and third the balance,
if any, to whomever may be entitled thereto. Nothing contained in this Section 7
is intended or shall be construed to confer upon any holder of any obligation or
lien,  other  than the  Indebtedness  secured  by this  instrument  and the lien
hereof, any right, remedy or claim under or by reason of this Section 7.

     8. Change of Trustee.  Trustee, or any successor Trustee, may be removed at
any  time  with or  without  cause,  at the  option  of  Mortgagee,  by  written
declaration  of such  removal  executed by  Mortgagee,  without any notice to or
demand upon Trustee or any successor  Trustee so removed,  or Mortgagor,  or any
other  person.  If at any time  Trustee or any  successor  Trustee  should be so
removed,  or die or refuse,  fail or be unable to act as Trustee,  Mortgagee may
appoint any person or corporation as successor  Trustee  hereunder,  without any
formality  other than a written  declaration  of such  appointment  executed  by
Mortgagee. Immediately upon such appointment, the successor Trustee so appointed
shall automatically become vested with all the estate and title in the Mortgaged
Property, and with all of the rights, powers, privileges, authority, options and
discretions,  and charged with all of the duties and  liabilities,  vested in or
imposed upon Trustee by this  instrument,  and any  conveyance  executed by him,
including  the  recitals  therein  contained,  shall  have the same  effect  and
validity as if executed by Trustee.

     9.  Extensions  and Renewals;  Partial  Releases.  This Deed of Trust shall
continue  as  security  for  the  payment  of  each  and  every  portion  of the
Indebtedness  and all  extensions  and renewals  thereof until fully paid,  even
though such  extensions  or renewals be evidenced by new  promissory  notes,  or
other  instruments  hereafter  executed,  and  irrespective  of whether filed or
recorded.  Any of the  Mortgaged  Property may be released from the lien of this
Deed of Trust,  and/or any other security for the  Indebtedness may be released,
without in anywise  altering,  varying or  impairing  the force,  effect or lien
hereof as applied to the Mortgaged Property not so released.

     10.  All  Security  Cumulative;  Subrogation  Waiver  of  Marshalling.  The
execution  of this  instrument  shall in no manner  impair  or affect  any other
security  (by  endorsement,  mortgage  or  otherwise)  for  the  payment  of the
Indebtedness  or any  portion  thereof.  Any and  all  rights,  titles,  powers,
equities,  liens or interests in or against the Mortgaged Property,  or any part
thereof, securing the payment of any obligation satisfied or paid off out of the
proceeds  of  the  loans  evidenced  by  the  Note  or  any  other  part  of the
Indebtedness,  or extended  thereby,  are  continued in full force and effect to
secure the payment of the Note and the other Indebtedness. No security hereafter
taken for the  Indebtedness  shall in any manner  impair or affect the  security
hereby  given.  All  such  present  and  future  additional  security  shall  be
considered as cumulative. All rights of marshalling of assets or sale in inverse
order of alienation in the event of foreclosure of any lien or security interest
at any time securing the  Indebtedness or any part thereof  (including,  but not
limited to, the lien hereby created) are hereby waived.


                                       11
<PAGE>

     11.  Limitation  on  Amount  of  Interest.  Any  other  provision  of  this
instrument or any provision of the Note or any other  instrument to the contrary
notwithstanding,  in no event and upon no  contingency  shall  Mortgagors or any
other party liable thereon, be required to pay interest on the Note or any other
part of the  Indebtedness  in excess of the maximum rate permitted by applicable
law. The  intention of the parties  being to conform  strictly to the usury laws
now in force, the interest on, and stated principal amount of, the notes and the
interest on other amounts due under this instrument  shall be held to be subject
to  reduction  to the amount  allowed  under said usury laws as now or hereafter
construed by the courts having jurisdiction.

     12.   Assembling  of  Personal   Property.   Upon  default   hereunder  and
acceleration of the Indebtedness  pursuant to the provisions  hereof,  Mortgagee
may at its discretion  require  Mortgagor to assemble the Collateral and make it
available to Mortgagee at a place  reasonably  convenient  to both parties to be
designated by Mortgagee.

     13.  Alternative  Procedures Under UCC. In addition to all other rights and
remedies  granted in this Deed of Trust,  the Mortgagee  shall have the right to
proceed  under the UCC as to any and all of the  Collateral,  including  without
limitation  public  or  private  sale of the  Collateral  or  collection  of the
Collateral under UCC ss. 9.502. Mortgagee shall notify Mortgagor of the time and
place of any public sale of any of the  Collateral,  or the time after which any
private sale or other  intended  disposition  thereof is to be made,  by written
notice  given to Mortgagor at least ten (10) days before the time of the sale or
other disposition, which provisions for notice Mortgagor and Mortgagee agree are
reasonable; provided, however, that nothing herein shall preclude Mortgagee from
proceeding as to both real and personal  property in accordance with Mortgagee's
rights and remedies in respect of the real property as provided in ss.  9.501(d)
of the Uniform Commercial Code of the State of Texas.

     14. Financing Statement; Mortgagor's Covenant.

          (a) This Deed of Trust is to be filed in the real property  records as
     a  financing  statement  and  as  a  fixture  filing,  covering  all  goods
     constituting a part of the Collateral  which are or are to become fixtures,
     and may be filed in any other  place which is  necessary  or  desirable  to
     perfect the security  interests  granted hereby. A carbon,  photographic or
     other reproduction of this Deed of Trust or a financing  statement relating
     hereto  is  sufficient  as a  financing  statement.  The  secured  party is
     Mortgagee  and the  address of the  secured  party  from which  information
     concerning  the  security  interest  of  Mortgagee  may be  obtained is the
     mailing address of Mortgagee set forth in Section 18 hereof.  The debtor is
     Mortgagor and the mailing  address of the debtor is the mailing  address of
     the Mortgagor set forth in Section 18 hereof.

          (b) Mortgagor shall give advance written notice of any proposed change
     in such Mortgagor's name,  identity or corporate  structure,  and Mortgagor
     shall execute and deliver to Mortgagee  (promptly  after the  occurrence of
     each such change) all such new  financing  statements as Mortgagee may need
     to comply with ss. 9.402(g) of the Uniform  Commercial Code of the State of
     Texas.

     15. Notices.  Except as otherwise provided in Section 6 hereof, any notice,
request,  demand, statement or other document which may be required or permitted


                                       12
<PAGE>

to be given,  delivered  or  furnished to Mortgagor or Agent shall be in writing
and shall be deemed sufficiently given, delivered or furnished:

          (a) to  Mortgagor if either  delivered  personally  to  Mortgagor  (by
     delivery personally to any officer of Mortgagor) or deposited in the United
     States mail in a postpaid  envelope  addressed  to Mortgagor at the mailing
     address  of  Mortgagor  set forth in  Section  18  hereof or at such  other
     mailing  address as Mortgagor  shall have designated to Mortgagee by notice
     given in compliance with this Section 15; and

          (b) to  Mortgagee if either  delivered  personally  to  Mortgagee  (by
     delivery personally to the officer of Mortgagee named in the address of the
     Mortgagee  in  Section  18) or  deposited  in the United  States  mail in a
     postpaid  envelope  addressed  to  Mortgagee  at  the  mailing  address  of
     Mortgagee set forth in Section 18 hereof or at such other  mailing  address
     as  Mortgagee  shall  have  designated  to  Mortgagor  by  notice  given in
     compliance with this Section 15.

     16. Section  Headings.  The section headings or captions in this instrument
are for  convenience  only and shall not be considered a part of this instrument
for any purpose.

     17. Further Assurances.  So long as any of the Indebtedness remains unpaid,
Mortgagor  shall execute,  acknowledge and deliver all such other and additional
instruments,  and will do such  other  acts  and  things  at its  sole  cost and
expense, as may be necessary more fully to assure unto Trustee and Mortgagee all
of the rights and interests  herein  granted to or vested in them or intended so
to be.

     18. Names and Addresses.  The names and mailing  addresses of Mortgagor and
Mortgagee are as follows:

                  Mortgagee:        Kennedy Funding, Inc.
                                    Two University Plaza
                                    Suite 402
                                    Hackensack, New Jersey 07601
                                    Attention: Jeffrey Wolfer

                  Mortgagor:        Travis Boats & Motors, Inc.
                                    12116 Jekel Circle
                                    Suite 102
                                    Austin, TX  78727
                                    Attention:  Michael B. Perrine


                                       13
<PAGE>

     19.  Successors;  Modifications  or  Alterations.  The  terms,  provisions,
covenants  and  conditions  hereof shall inure to the benefit of the  respective
successors, assigns and legal representatives of Trustee and Mortgagee and shall
be binding on any  successors or  transferees  of Mortgagor  (provided that this
provision  shall  not  constitute  consent  to any  transfer  of  the  Mortgaged
Property).  Each reference  herein to Mortgagor,  Trustee or Mortgagee  shall be
deemed  to  include  the  successors,   assigns  and  legal  representatives  of
Mortgagor,  Trustee  or  Mortgagee,  as the case  may be.  Except  as  otherwise
provided  herein,  modifications  or alterations of this  instrument,  or of any
instrument  supplemental  hereto, and of the rights and obligations of Mortgagor
and Trustee  hereunder may be made only upon the written  agreement of Mortgagor
and Mortgagee.

     20.  Waiver  of  Deficiency  Statute   Protection/Fair   Market  Value  for
Calculating  Deficiencies.  Notwithstanding  the provisions of sections  51.003,
51.004,  and 51.005 of the Texas  Property Code (as the same may be amended from
time to  time),  and to the  extent  permitted  by law,  Mortgagor  agrees  that
Mortgagee shall be entitled to seek a deficiency judgment from Mortgagor and any
other party  obligated  on the Note equal to the  difference  between the amount
owing on the Note and the  amount  for which  the  Mortgaged  Property  was sold
pursuant to a judicial or  nonjudicial  foreclosure  sale.  Mortgagor  expressly
recognizes that this section constitutes a waiver of the above-cited  provisions
of the Texas  Property  Code which would  otherwise  permit  Mortgagor and other
persons  against  whom  recovery  of  deficiencies  is sought  (even  absent the
initiation of deficiency proceedings against them) to present competent evidence
of the fair market value of the Mortgaged Property as of the date of foreclosure
and offset against any deficiency the amount by which the foreclosure sale price
is  determined  to be less  than  such  fair  market  value.  Mortgagor  further
recognizes and agrees that this waiver creates an irrebuttable  presumption that
the  foreclosure  sale price is equal to the fair market value of the  Mortgaged
Property for  purposes of  calculating  deficiencies  owed by  Mortgagor,  other
borrowers  on the Note and others  against  whom  recovery  of a  deficiency  is
sought.

     Alternatively,  in the  event  this  waiver  is  determined  by a court  of
competent jurisdiction to be unenforceable, the following shall be the basis for
the finder of fact's  determination  of the fair market  value of the  Mortgaged
Property  as of the date of the  foreclosure  sale in  proceedings  governed  by
sections 51.003,  51.004, and 51.005 of the Texas Property Code (as amended from
time to time):

          (a) The Mortgaged  Property shall be valued in an "as is" condition as
     of the date of the foreclosure sale,  without any assumption or expectation
     that the  Mortgaged  Property  will be  repaired  or improved in any manner
     before a resale of the Mortgaged Property after foreclosure;

          (b)  The  valuation  shall  be  based  upon  an  assumption  that  the
     foreclosure purchaser desires a prompt resale of the Mortgaged Property for
     cash  promptly  (but no  later  than  twelve  (12)  months)  following  the
     foreclosure sale;

          (c) All reasonable  closing costs customarily borne by the seller in a
     commercial real estate  transaction  should be deducted from the gross fair
     market value of the  Mortgaged  Property,  including,  without  limitation,


                                       14
<PAGE>

     brokerage commissions, title insurance, a survey of the Mortgaged Property,
     tax prorations, attorney's fees, and marketing costs;

          (d) The gross fair market  value of the  Mortgaged  Property  shall be
     further  discounted to account for any estimated  holding costs  associated
     with maintaining the Mortgaged  Property pending sale,  including,  without
     limitation,   utilities  expenses,  property  management  fees,  taxes  and
     assessments  (to the extent not accounted for in Section 20(c) above),  and
     other maintenance expenses; and

          (e) Any expert  opinion  testimony  given or  considered in connection
     with a  determination  of the fair market value of the  Mortgaged  Property
     must be  given by  persons  having  at  least  five  years'  experience  in
     appraising  property  similar  to  the  Mortgaged  Property  and  who  have
     conducted  and  prepared  a complete  written  appraisal  of the  Mortgaged
     Property  taking  into  consideration  the  factors  set forth  above.

     21.   Assignments  and   Participations.   Mortgagee  reserves  the  right,
exercisable  in Mortgagee's  sole  discretion and without notice to Mortgagor or
any other person, to sell participations, to assign its interest or both, in all
or any part of the Note or the debt evidenced by the Note.

     22. GOVERNING LAW. THIS DEED OF TRUST AND THE OBLIGATIONS ARISING HEREUNDER
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH THE LAWS OF THE STATE OF
NEW JERSEY  APPLICABLE  TO  CONTRACTS  MADE AND  PERFORMED IN SUCH STATE AND ANY
APPLICABLE  LAW OF THE UNITED  STATES OF  AMERICA,  EXCEPT THAT AT ALL TIMES THE
PROVISIONS FOR THE CREATION,  PERFECTION,  PRIORITY, ENFORCEMENT AND FORECLOSURE
OF THE LIENS AND SECURITY  INTERESTS  CREATED UNDER THE LOAN DOCUMENTS  SHALL BE
GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW OF THE STATE WHERE THE COLLATERAL
IS LOCATED, IT BEING UNDERSTOOD THAT, TO THE FULLEST EXTENT PERMITTED BY THE LAW
OF SUCH STATE,  THE LAW OF THE STATE OF NEW JERSEY SHALL GOVERN THE VALIDITY AND
ENFORCEABILITY  OF ALL  LOAN  DOCUMENTS,  AND THE  DEBT OR  OBLIGATIONS  ARISING
HEREUNDER.

     23.  JURISDICTION.  AT  MORTGAGEE'S  ELECTION,  TO BE  ENTERED  IN ITS SOLE
DISCRETION,  ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST MORTGAGOR OR MORTGAGEE
ARISING  OUT OF OR  RELATING  TO THIS DEED OF TRUST  (OTHER  THAN AN ACTION  FOR
JUDICIAL  FORECLOSURE  OR TO  APPOINT A  RECEIVER),  THE NOTE AND THE OTHER LOAN
DOCUMENTS  SHALL BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN NEW JERSEY,  AND
MORTGAGOR  WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF  VENUE  OF  ANY  SUCH  SUIT,  ACTION  OR  PROCEEDING,  AND  MORTGAGOR  HEREBY
IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR
PROCEEDING.  MORTGAGOR DOES HEREBY  DESIGNATE AND APPOINT THE CORPORATION  TRUST
COMPANY  HAVING AN ADDRESS AT 820 BEAR TAVERN  ROAD,  WEST  TRENTON,  NEW JERSEY
08628 AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF


                                       15
<PAGE>

ANY AND ALL PROCESS  WHICH MAY BE SERVED IN ANY SUCH SUIT,  ACTION OR PROCEEDING
IN ANY FEDERAL OR STATE COURT IN NEW JERSEY,  AND AGREES THAT SERVICE OF PROCESS
UPON SAID AGENT AT SAID ADDRESS AND NOTICE OF SAID  SERVICE OF MORTGAGOR  MAILED
OR DELIVERED TO MORTGAGOR IN THE MANNER PROVIDED IN THE DEED OF TRUST,  SHALL BE
DEEMED IN EVERY RESPECT  EFFECTIVE SERVICE OF PROCESS UPON MORTGAGOR IN ANY SUCH
SUIT,  ACTION OR  PROCEEDING  IN THE STATE OF NEW JERSEY.  MORTGAGOR  SHALL GIVE
PROMPT  NOTICE TO  MORTGAGEE  OF ANY  CHANGED  ADDRESS OF ITS  AUTHORIZED  AGENT
HEREUNDER,  MAY AT ANY  TIME  AND  FROM  TIME TO  TIME  DESIGNATE  A  SUBSTITUTE
AUTHORIZED  AGENT WITH AN OFFICE IN NEW JERSEY (WHICH OFFICE SHALL BE DESIGNATED
AS THE ADDRESS FOR SERVICE OF  PROCESS),  AND SHALL  PROMPTLY  DESIGNATE  SUCH A
SUBSTITUTE IF ITS AUTHORIZED  AGENT CEASES TO HAVE AN OFFICE IN NEW JERSEY OR IS
DISSOLVED WITHOUT LEAVING A SUCCESSOR.

     24. WAIVER OF JURY TRIAL.  MORTGAGOR  HEREBY AGREES NOT TO ELECT A TRIAL BY
JURY OF ANY ISSUE  TRIABLE  OF RIGHT BY JURY,  AND  WAIVES ANY RIGHT TO TRIAL BY
JURY FULL TO THE EXTENT  THAT ANY SUCH RIGHT SHALL NOW OR  HEREAFTER  EXIST WITH
-REGARD  TO THE NOTE,  THIS DEED OF TRUST OR THE OTHER  LOAN  DOCUMENTS,  OR ANY
CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER
OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND  VOLUNTARILY BY MORTGAGOR,  AND
IS INTENDED TO ENCOMPASS  INDIVIDUALLY  EACH INSTANCE AND EACH ISSUE AS TO WHICH
THE  RIGHT  TO A TRIAL BY JURY  WOULD  OTHERWISE  ACCRUE.  MORTGAGEE  IS  HEREBY
AUTHORIZED  TO FILE A COPY OF  THIS  SECTION  IN ANY  PROCEEDING  AS  CONCLUSIVE
EVIDENCE OF THIS WAIVER BY MORTGAGOR.

     THIS DEED OF TRUST  TOGETHER  WITH THE NOTE  CONSTITUTE  A WRITTEN LOAN AND
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR,  CONTEMPORANEOUS,  OR SUBSEQUENT ORAL AGREEMENTS  BETWEEN THE
PARTIES.

     THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.



                            SIGNATURE PAGE TO FOLLOW


                                       16
<PAGE>

     IN TESTIMONY  WHEREOF,  Mortgagor has executed this  instrument on the date
set forth in the  acknowledgment to be effective as of the 10th day of November,
2003.

                                          TRAVIS BOATS & MOTORS, INC.,
                                          a Texas corporation

                                          By:_______________________________
                                          Name:    Michael B. Perrine
                                          Title:   Secretary and Treasurer



Exhibit A - Description of Land

Exhibit B - Permitted Encumbrances


                                       17
<PAGE>

STATE OF NEW JERSEY               (
                                  (
COUNTY OF BERGEN                  (

     This  instrument  was  acknowledged  before me on the 10th day of November,
2003 by MICHAEL B.  PERRINE,  SECRETARY  AND TREASURER of TRAVIS BOATS & MOTORS,
INC., a Texas corporation, on behalf of said corporation.

                                          ____________________________________
                                          Notary Public, State of:____________
                                          Notary's Printed Name:______________
                                          Notary's Commission expires:________





After recording return to:
Cole, Schotz, Meisel, Forman & Leonard, P.A.
Court Plaza North
25 Main Street
Hackensack, New Jersey 07602-0800
Attention: Michael R. Leighton, Esq.


                                       18
<PAGE>

                                    EXHIBIT A

                                      Land


                                    [TO COME]


                                       19
<PAGE>

                                    EXHIBIT B

                             Permitted Encumbrances



     1.

     2.


                                       20