EXHIBIT 10.2

                                 PROMISSORY NOTE

$5,300,000.00                                                  November 10, 2003

     FOR VALUE RECEIVED,  the undersigned,  TRAVIS BOATS & MOTORS,  INC., TRAVIS
BOATING CENTER  FLORIDA,  INC.,  TRAVIS BOATING CENTER  OKLAHOMA,  INC.,  TRAVIS
BOATING CENTER MISSISSIPPI,  INC., and TRAVIS BOATING CENTER GEORGIA,  INC., all
of the  foregoing  being Texas  Corporations,  and TRAVIS  BOATS & MOTORS  BATON
ROUGE,  INC., and TRAVIS BOATING CENTER  LOUISIANA,  INC.,  both being Louisiana
corporations, all of the foregoing having an office at 12116 Jekel Circle, Suite
102, Austin, Texas 78727 (collectively,"Borrower"),  promise to pay to the order
of KENNEDY  FUNDING,  INC.  and  ANGLOAMERICAN  SERVICING,  LLC,  (collectively,
"Co-Agents"),  c/o Kennedy  Funding,  Inc.,  Two  University  Plaza,  Suite 402,
Hackensack,  New Jersey  07601,  as  Co-Agents  for the  lenders  identified  on
Schedule A annexed hereto  (Co-Agents  and the lenders  identified on Schedule A
are hereinafter collectively referred to as "Lender"), the principal sum of FIVE
MILLION THREE HUNDRED  THOUSAND AND 00/100 DOLLARS  ($5,300,000.00),  or so much
thereof  as may be  advanced  by  Lender  to  Borrower  from  time to time  (the
"Principal  Amount")  together  with  interest  on the unpaid  Principal  Amount
thereof computed from the date advanced (the "Commencement  Date"), at the rates
provided  herein until  November  30, 2008,  (the  "Maturity  Date");  provided,
however,  that  from and  after  (i) the  Maturity  Date,  whether  upon  stated
maturity,  acceleration or otherwise or (ii) the date on which the interest rate
hereunder is increased to the Default Rate (as hereinafter  defined) as provided
herein, such additional interest shall be computed at the Default Rate.

     As used herein,  the term  "Default  Rate" shall mean a rate of interest of
twenty-five percent (25.0%) per annum, but in no event shall the Default Rate be
in excess of the Maximum Rate (as hereinafter defined).

     If any  payment of  interest is not paid on or before the due date for such
payment,  a late charge equal to the lesser of ten percent (10%) of such overdue
payment or the maximum amount  permitted by applicable  law shall  automatically
become due to the holder of this promissory note (the "Note"), subject, however,
to the  limitation  that late charges may be assessed  only once on each overdue
payment.  Said late  charges do not  constitute  interest  and shall  constitute
compensation   to  the  holder  of  this  Note  for   collection  and  co-lender
administration  costs  incurred  hereunder.  In  addition,  if  any  payment  of
principal  or interest is not paid when due,  the holder of this Note shall have
the right,  upon notice to Borrower,  to increase the rate of interest per annum
on all amounts  outstanding to the Default Rate and, upon said notice, such rate
increase shall be effective  retroactively as of the date from which interest on
the overdue  payment was  calculated and shall remain in force and effect for so
long as such default shall continue. Notwithstanding the foregoing, in the event
any default is cured prior to  notification by Lender of such rate increase then
the rate may not be retroactively amended. This paragraph shall not be construed


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as an agreement  or  privilege  to extend the due date of any payment,  nor as a
waiver  of any  other  right or remedy  accruing  to the  holder of this Note by
reason of any default.

     Principal and interest hereunder shall be payable as follows:

     (a) From the  Commencement  Date,  Borrower  shall pay interest only at the
rate of  twelve  percent  (12%) per annum on the  Principal  Amount  outstanding
hereof,  monthly,  on the first business day of each month,  at One Percent (1%)
per month, in arrears,  commencing on January 1, 2004 and including  December 1,
2005;  a business  day is defined as any date which the Federal  Reserve  system
operates and money center banks are open for business.

     (b) Interest  only at the rate of Eighteen  (18%)  percent per annum on the
Principal Amount  outstanding  hereof shall be paid by Borrower monthly,  on the
first day of each month,  at One and  One-Half  Percent (1 1/2 %) per month,  in
arrears, commencing on January 1, 2005 and continuing through the Maturity Date.

     (c) Interest from the date of the Closing (the "Closing") to the end of the
month in which the closing takes place shall be paid at Closing.

     (d) All principal,  interest and other sums due hereunder, shall be due and
payable on the Maturity Date.

     Each payment shall be credited first to unpaid  interest,  and the balance,
if any, to the  reduction of principal,  provided that in the event  payments of
principal  or interest  are past due or in default  then each  payment  shall be
credited first, to Lender's reasonable and customary collection  expenses,  next
to late charges,  next to any past due interest then unpaid, and the balance, if
any, to any past due  reduction of principal  then unpaid.  The interest on this
Note shall be calculated on the basis of a 30-day month and a 360-day year.

     This Note may be prepaid in whole or in part at any time,  without  penalty
or premium,  it being understood and agreed that,  except as expressly  provided
herein,  Borrower  shall  not  be  entitled,  by  virtue  of any  prepayment  or
otherwise,  to a  refund  of the Fee (as  described  in the  loan  and  security
agreement of even date herewith,  hereinafter, the "Loan Agreement"),  interest,
any other  fees,  points,  charges  and the like paid by  Borrower  to Lender in
connection  with the  loan  hereunder  (the  "Loan")  and for fees and  expenses
incurred by Lender in making the Loan,  all of which  payments shall be retained
by Lender from and after the date each such payment is made hereunder.

     Notwithstanding  anything  contained  herein to the contrary,  in the event
that  Borrower  prepays a portion of the  Principal  Amount  outstanding  in the
amount of Two Million Three Hundred Thousand and 00/100 ($2,300,000.00)  Dollars


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("Prepaid  Principal")  on or before  the  expiration  of  forty-five  (45) days
following  the Closing and provided  further that on or before the Maturity Date
Borrower (i) pays all outstanding  principal and interest and any other sums due
hereunder;  (ii)  Borrower  is not in default,  nor has it been in default  with
respect  to any  of its  monetary  obligations  under  the  Loan  Documents  (as
hereinafter  defined) at any time during the term of this Loan  (notwithstanding
the fact that the  default  may have been cured  within any  applicable  cure or
grace  period);  and (iii)  Borrower  is not then in default of any of its other
obligations under the Loan Documents,  then, in accordance with the terms of the
Loan Agreement,  Borrower shall be entitled to a refund from Lender in an amount
equal to two percent  (2%) of the Prepaid  Principal  at the time that  Borrower
pays Lender all outstanding  principal and interest hereunder or under any other
Loan Document.

     Borrower and each surety,  endorser and  guarantor  hereof hereby waive all
demands  for  payment,  presentations  for  payment,  notices  of  intention  to
accelerate  maturity,  notices of acceleration of maturity,  demand for payment,
protest,  notice of protest and notice of dishonor,  to the extent  permitted by
law.  Borrower further waives trial by jury. No extension of time for payment of
this Note or any installment  hereof, no alteration,  amendment or waiver of any
provision of this Note and no release or substitution of any collateral securing
Borrower's  obligations  hereunder shall release,  modify, amend, waive, extend,
change,  discharge,  terminate or affect the  liability  of Borrower  under this
Note.

     Any  forbearance  by the  holder  of this Note in  exercising  any right or
remedy  hereunder or under any other  agreement or instrument in connection with
this Loan or  otherwise  afforded by  applicable  law,  shall not be a waiver or
preclude  the  exercise  of any right or remedy by the holder of this Note.  The
acceptance  by the holder of this Note of payment of any sum  payable  hereunder
after  the due date of such  payment  shall  not be a waiver of the right of the
holder of this Note to require prompt payment when due of all other sums payable
hereunder or to declare a default for failure to make prompt payment.

     If this Note is placed in the hands of an attorney for collection, Borrower
shall pay all costs incurred and reasonable  attorneys'  fees for legal services
in the  collection  effort  whether  or not suit be  brought.  In the event that
either  Borrower  or  Lender  shall  bring  suit  against  the  other  demanding
performance of enforcement of other  obligations  herein or hereunder,  then the
prevailing party shall be entitled to  reimbursement of all reasonable  attorney
fees.

     At the election of the holder of this Note,  all payments due hereunder may
be accelerated,  and this Note shall become  immediately due and payable without
notice or demand,  upon the  occurrence of any of the following  events (each an
"Event  of  Default"):  (1)  Borrower  fails to pay on or  before  five (5) days
following  the date due, any amount  payable  hereunder;  (2) Borrower  fails to
perform or observe any other term or provision of this Note within ten (10) days
after  written  notice  from  Lender;   or  (3)  there  exists  a  default,   or
misrepresentation  under any of the Loan Documents  (which would have a material


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impact on the  repayment  ability of  Borrower  or  material  impairment  of the
Collateral  hereunder),  which  default  is not cured  within  any grace  period
expressly  provided  therefor  in such  document.  In addition to the rights and
remedies  provided herein,  the holder of this Note may exercise any other right
or remedy in any other document, instrument or agreement evidencing, securing or
otherwise  relating to the indebtedness  evidenced hereby in accordance with the
terms thereof,  or under  applicable law, all of which rights and remedies shall
be cumulative.

     If this Note is  transferred  in any  manner,  the  right,  option or other
provisions  herein  shall  apply  with equal  effect in favor of any  subsequent
holder hereof.

     Notwithstanding  anything  to  the  contrary  contained  herein,  under  no
circumstances  shall the  aggregate  amount paid or agreed to be paid  hereunder
exceed  the  highest  lawful  rate  permitted  under  applicable  usury law (the
"Maximum  Rate") and the payment  obligations  of  Borrower  under this Note are
hereby limited  accordingly.  If under any  circumstances,  whether by reason of
advancement  or  acceleration  of the maturity of the unpaid  principal  balance
hereof or  otherwise,  the  aggregate  amounts  paid on this Note shall  include
amounts  which by law are deemed  interest  and which  would  exceed the Maximum
Rate,  Borrower  stipulates  that payment and  collection of such excess amounts
shall  have been and will be deemed to have been the  result of a mistake on the
part of both Borrower and the holder of this Note, and the party  receiving such
excess  payments shall  promptly  credit such excess (to the extent only of such
payments in excess of the Maximum  Rate)  against the unpaid  principal  balance
hereof and any portion of such excess  payments not capable of being so credited
shall be refunded to Borrower.

     This Note is secured by, among other  things,  those  certain  mortgage and
security  agreements  (collectively,  the  "Mortgage"),  certain  assignments of
leases and rents  (collectively,  the "Assignment"),  an assignment of licenses,
contracts, plans, specifications, surveys, drawings and reports (the "Assignment
of Licenses"), all of the foregoing being of even date herewith, a first lien on
the  certain  real  estate  collateral  (the  "Collateral")  indentified  in the
Mortgage and is entitled to the benefits and security thereof. Reference is made
to the Mortgage,  Assignment and Assignment of Licenses for  descriptions of the
respective limitations on, and rights and obligations of the Borrower and Lender
thereunder. Borrower hereby agrees to indemnify, defend and hold harmless Lender
from and against any and all claims,  loss, cost, damage or expense  (including,
without limitation,  reasonable attorneys' fees) which may be incurred by Lender
in  connection  with or as a result of any  default  (following  notice  and the
opportunity  to cure  provided  for in such  document)  by  Borrower  under  the
Mortgage,  Assignment  or  Assignment  of  Licenses,  (following  notice and the
opportunity  to cure  provided for in such  document),  or a default  (following
notice and the  opportunity  to cure  provided  for in such  document)  under or
misrepresentation  contained in any other agreement,  document or certificate of


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Borrower  executed or delivered in connection with the Loan  (collectively,  the
"Loan Documents").

     All payments of  principal  and  interest  hereunder  are payable in lawful
money of the United  States of America and shall be made by wire transfer to the
account of Agent at Valley National Bank,  pursuant to wiring instructions to be
provided to Borrower at Closing or to such other  accounts as may be  instructed
by Agent.

     Borrower is hereby prohibited from exercising against Lender (as a group)or
Agent,  any right or remedy  which it might  otherwise  be  entitled to exercise
against any one or more (but less than all) of the parties  constituting Lender,
including,  without  limitation,  any right of setoff or any defense.  Any other
claim  that  Borrower  may have,  arising  from or  related  to the  transaction
evidenced  by this Note and the other Loan  Documents,  shall be  asserted  only
against  the Agent and not against any of the  individual  parties  constituting
Lender.

     This Note  shall be  binding on the  parties  hereto  and their  respective
heirs, legal representatives, executors, successors and assigns.

     This Note shall be construed  without any regard to any presumption or rule
requiring  construction against the party causing such instrument or any portion
thereof to be drafted.

     This Note shall be governed by and construed in accordance with the laws of
the State of New Jersey  without  regard to choice of law  consideration  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 in which the collateral for the Loan 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..  Borrower  hereby
irrevocably  consents  to the  jurisdiction  of the  courts  of the State of New
Jersey and of any federal  court  located in such State in  connection  with any
action or  proceeding  arising out of or relating to this Note or the other Loan
Documents.  Borrower hereby designate The Corporation Trust Company,  located at
820 Bear Tavern Road,  West Trenton,  New Jersey 08628,  as their duly appointed
agent to accept  service  of  process  within  the State of New  Jersey on their
behalf.

     This Note may not be changed or terminated orally.

     A determination  that any portion of this Note is  unenforceable or invalid
shall not affect the enforceability or validity of any other provision,  and any
determination  that the  application of any provision of this Note to any person


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or circumstance is illegal or unenforceable  shall not affect the enforceability
or validity of such provision to the extent legally permissible and otherwise as
it may apply to other persons or circumstances.

     JURY TRIAL WAIVER.  BORROWER  AGREES THAT ANY SUIT,  ACTION OR  PROCEEDING,
WHETHER CLAIM OR COUNTERCLAIM, BROUGHT BY BORROWER OR THE HOLDER OF THIS NOTE ON
OR WITH  RESPECT TO THIS NOTE OR ANY OTHER LOAN  DOCUMENT OR THE DEALINGS OF THE
PARTIES WITH RESPECT  HERETO OR THERETO,  SHALL BE TRIED ONLY BY A COURT AND NOT
BY  A  JURY.  BORROWER  AND  LENDER  EACH  HEREBY  KNOWINGLY,   VOLUNTARILY  AND
INTENTIONALLY  WAIVE  ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH  SUIT,  ACTION OR
PROCEEDING.  FURTHER, BORROWER WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER,
IN ANY SUCH  SUIT,  ACTION OR  PROCEEDING,  ANY  SPECIAL,  EXEMPLARY,  PUNITIVE,
CONSEQUENTIAL  OR OTHER DAMAGES  OTHER THAN, OR IN ADDITION TO, ACTUAL  DAMAGES.
BORROWER  ACKNOWLEDGES AND AGREES THAT THIS PARAGRAPH IS A SPECIFIC AND MATERIAL
ASPECT OF THIS NOTE AND THAT LENDER  WOULD NOT EXTEND  CREDIT TO BORROWER IF THE
WAIVERS SET FORTH IN THIS PARAGRAPH WERE NOT A PART OF THIS NOTE.

                            SIGNATURE PAGE TO FOLLOW


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     IN WITNESS WHEREOF, the undersigned has executed this Note this 10th day of
November, 2003.

WITNESS                                 TRAVIS BOATS & MOTORS, INC.
                                        A Texas Corporation


_______________________________         By:___________________________________
                                        Name:_________________________________
                                        Title:________________________________

WITNESS                                 TRAVIS  BOATING  CENTER  FLORIDA,  INC.,
                                        A Texas Corporation


_______________________________         By:___________________________________
                                        Name:_________________________________
                                        Title:________________________________

WITNESS                                 TRAVIS BOATS & MOTORS BATON ROUGE, INC.,
                                        A Louisiana Corporation


_______________________________         By:___________________________________
                                        Name:_________________________________
                                        Title:________________________________

WITNESS                                 TRAVIS  BOATING  CENTER  OKLAHOMA, INC.,
                                        A Texas Corporation


_______________________________         By:___________________________________
                                        Name:_________________________________
                                        Title:________________________________

WITNESS                                 TRAVIS BOATING CENTER MISSISSIPPI, INC.,
                                        A Texas Corporation


_______________________________         By:___________________________________
                                        Name:_________________________________
                                        Title:________________________________


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WITNESS                                 TRAVIS BOATING CENTER LOUISIANA,  INC.,
                                        A Louisiana Corporation


_______________________________         By:___________________________________
                                        Name:_________________________________
                                        Title:________________________________

WITNESS                                 TRAVIS  BOATING  CENTER  GEORGIA,  INC.,
                                        A  Texas Corporation


_______________________________         By:___________________________________
                                        Name:_________________________________
                                        Title:________________________________


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                                 ACKNOWLEDGEMENT

STATE OF NEW JERSEY        )
                           )SS
COUNTY OF BERGEN           )

     On  the  10th  day  of   November   2003,   before   me   personally   came
____________________,  who being by me duly sworn, did  acknowledge,  depose and
said that he signed,  sealed and delivered this instrument as __________________
of Travis  Boats & Motors,  Inc.  A Texas  Corporation,  Travis  Boating  Center
Florida,  Inc., A Texas Corporation,  Travis Boats & Motors Baton Rouge, Inc., A
Louisiana   Corporation,   Travis  Boating  Center   Oklahoma,   Inc.,  A  Texas
Corporation,  Travis  Boating  Center  Mississippi,  Inc., A Texas  Corporation,
Travis  Boating  Center  Louisiana,  Inc., A Louisiana  Corporation,  And Travis
Boating  Center  Georgia,   Inc.,  A  Texas  Corporation,   on  behalf  of  said
corporations.

                                          ____________________________
                                          Notary Public

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