EXHIBIT 10.45

    CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT
     HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.


                           OUTBOARD MARINE CORPORATION
                      PRIVATE LABEL\RETAIL STORE AGREEMENT

         THIS AGREEMENT is made this ____ day of _________________,  ________ by
and  between  Travis  Boats  and  Motors,  Inc.,  a Texas  corporation  with its
principal  place of  business  in Austin,  TX  ("TRAVIS")  and  Outboard  Marine
Corporation,  a Delaware  corporation  with its  principal  place of business in
Waukegan, IL ("OMC").

         WHEREAS,  Travis  purchases  private  label boats for resale  under the
Travis Edition tradename through its owned retail stores;

         WHEREAS,  it is the  parties'  intention  that  during the term of this
Agreement, any gasoline outboard motor OMC manufactures,  markets or distributes
in the United States,  including  Johnson(R) or Evinrude(R),  will be subject to
the  terms of this  Agreement.  In  addition,  it is OMC's  intention  undeR the
Agreement to maintain Travis'  relative  position in the marketplace with regard
to * discounts;

         WHEREAS,  Travis wishes to purchase  remote steering and electric start
gasoline outboard motors manufactured,  sold or distributed by OMC in the United
States,  including Johnson and Evinrude outboard motors ("OUTBOARD  MOTORS") for
resale as part of its Travis  Edition or other new boat packages and for sale as
loose outboards through Travis retail stores, all within the United States;

         WHEREAS,  Travis wishes to purchase  tiller steering  outboard  motors,
including  Johnson  and  Evinrude  tiller  steering  outboard  motors,  ("TILLER
OUTBOARDS") for sale through Travis retail stores in the United States; and

         WHEREAS,  OMC wishes to sell  Outboard  Motors and Tiller  Outboards to
Travis.

         NOW,  THEREFORE,  in consideration of the mutual promises  contained in
this Agreement, the parties agree as follows:

1.   All purchases and sales of Outboard  Motors and Tiller  Outboards  shall be
     under the terms and conditions of this Agreement, which is non-exclusive.

2.   The  prices  paid by  Travis  for  Outboard  Motors  for use  with new boat
     packages shall be as follows:

          U.S. Dealer Net Price:                                    100%
               *     Discount (see Paragraph 2(b):        *
          Contract Discount (see Paragraphs 1 and 14):    *


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



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<PAGE>




          Contract Resolution Discount:                   *
          Total Discount:                                 *

          Invoice Price:                                            *

             *    Rebate (see Paragraph 2(c)):            *     (paid monthly)
             Contract Resolution Rebate:                  *     (paid quarterly)
             Planning Rebate (see Paragraph 2(d)):        *     (paid quarterly)
             Travis Edition Rebate:                       *     (paid quarterly)
             Package Rebate (see Paragraph 2(e)):         *     (paid quarterly)
             Market Development Rebate
             (available for sales to Travis retail stores
             see Paragraph 2(f)):                         *  (paid upon approved
                                                             claims)
             Total Rebate:                                *

             Net Cost:                                    *

 The discounts and rebates above are subject to the following conditions:

     (a)  In order to earn the rebates described in this Para- graph 2, *

          i.   Not later  than  fifteen  (15) days after the  execution  of this
               Agreement  Travis shall  obtain a statement in the form  attached
               hereto  as  Attachment  A from  each of its  suppliers  of  boats
               waiving such  suppliers'  eligibility  for and right and claim to
               any pre-rig or package  fee from OMC for model year 1999.  Travis
               shall obtain a similar  statement  from each of its  suppliers of
               boats for each  subsequent  model  year  during  the term of this
               Agreement.  Such  statements  shall be  provided to OMC not later
               than fifteen (15) days prior to the beginning of each  subsequent
               model year;

          ii.  On a monthly  basis,  Travis will provide OMC with a list showing
               the  Outboard   Motors'   serial   number,   corresponding   hull
               identification  number and make of boat for each new boat package
               shipped by Travis in the previous month; and

          iii. On a  monthly  basis,  Travis  will  provide  OMC  with a list of
               Outboard  Motors  sold by Travis in the  previous  month as loose
               outboards.  OMC shall charge back Travis for all Outboard  Motors
               on  which  the *  Rebate  is paid  and  which  are  sold as loose
               outboards.

     (b)  * For model  years 1999 and 2000,  Travis's * Discount  shall be * and
          its invoice price shall be * of dealer net price. For model year 2001,
          the * Discount  available  to Travis shall be adjusted as necessary so
          that the Travis Invoice Price remains equal to the net price available
          to OMC dealers  pursuant to the maximum  discounts and rebates offered
          to OMC dealers under the applicable OMC dealer

* INDICATES  CONFIDENTIAL  TREATMENT  REQUESTED.  THE REDACTED MATERIAL HAS BEEN
FILED SEPARATELY WITH THE COMMISSION.

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<PAGE>



          program.  OMC shall use  commercially  reasonable  efforts to keep its
          dealer  program   competitive  to  those  offered  by  other  outboard
          manufacturers.

     (c)  * REBATE.  The * Rebate  shall be * . For model year  1999,  if Travis
          fails to purchase a combined  total of * units of Outboard  Motors and
          Tiller  Outboards  and  attain an average  of * for its  purchases  of
          Outboards Motors and Tiller Outboards,  the  Horsepower/Volume  Rebate
          shall be reduced by * percentage  points for the following  model year
          as OMC's sole remedy, except as provided in Paragraph 6(g) herein. For
          each model year after  1999,  if Travis  fails to  purchase a combined
          total of * units of Outboard Motors and Tiller Outboards and attain an
          average  of  *  for  its  purchases  of  Outboard  Motors  and  Tiller
          Outboards,  the * Rebate shall be reduced by *  percentage  points for
          the following  model year as OMC's sole remedy,  except as provided in
          Paragraph 6(g) herein.  Average  horsepower shall be calculated on the
          following basis: the total horsepower of units units.

          In the event OMC is unable to timely ship forecasted reasonable orders
          of  Travis,  then the units not  shipped  will be  counted  toward the
          horsepower and volume requirements of this Agreement.

          *    Rebates will be paid on a monthly basis.
          *    Rebate  payments  will be made  within 30 days of the end of each
               month.

     (d)  For model year 1999,  Travis will earn the Planning Rebate by adhering
          to its own forecast and placing  orders in a pattern  consistent  with
          its past order pattern with OMC. To qualify for the Planning Rebate in
          subsequent model years, Travis must forecast,  by model, at least * of
          the  total  unit  volume  sold in the  four  most  recently  completed
          quarters.  Forecasts  must be  submitted at least 30 days prior to the
          start of each  quarter.  Forecasts are subject to acceptance by OMC in
          its sole discretion.  Acceptance of forecasts will not be unreasonably
          withheld provided Travis' forecasts are consistent with its past order
          pattern  with OMC.  The rebate will be paid based upon the accuracy of
          the forecast according to the following schedule:

                           % of Forecast Shipped
                                Each Quarter                        Rebate
                                ------------                        ------
                                    *                                  *
                                    *                                  *
                                    *                                  *
                                    *                                  *

          Accepted  orders  not  shipped  shall  count  toward  determining  the
          Planning  Rebate.  Planning  Rebates shall be paid quarterly within 30
          days after each quarter.


* INDICATES  CONFIDENTIAL  TREATMENT  REQUESTED.  THE REDACTED MATERIAL HAS BEEN
FILED SEPARATELY WITH THE COMMISSION.

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<PAGE>



     (e)  PACKAGE REBATE. The Package Rebate shall be paid quarterly on Outboard
          Motors sold as part of a new boat  package,  documented  in accordance
          with Paragraph 2(a).

     (f)  MARKET DEVELOPMENT REBATE. The Market Development Rebate shall be paid
          to Travis upon  submission to OMC of such documents as may be required
          under OMC's then current Market Development Program.  This is the only
          Market  Development Rebate available to Travis retail stores under the
          1999 OMC  Johnson  and  Evinrude  Dealer  Sales  Programs.  The Market
          Development Rebate shall be paid upon approval of claims. The * Market
          Development Rebate will apply only to new boat package sales by Travis
          retail stores.  The Market  Development  Rebate shall be calculated on
          the dealer net price of Outboard Motors purchased by Travis under this
          Agreement.

          The  Market  Development  Funds  shall  be  used  for the  purpose  of
          promoting  Outboard Motors in accordance with OMC's Market Development
          Program which may be in effect from time to time.

3.   Travis  agrees that its  purchases  of  Outboard  Motors from OMC under the
     terms described in Paragraph 2 above are for the exclusive  purpose of sale
     by Travis  retail stores in the United  States,  which are  authorized  OMC
     dealers,  as part of a complete new boat package and for no other  purpose.
     Travis agrees not to offer or sell boat  packages  with Outboard  Motors or
     Tiller Outboards in excess of the boat's rated horsepower capacity.

4.   LOOSE  OUTBOARD  MOTORS AND TILLER  OUTBOARDS  DISCOUNTS  AND REBATES.  The
     discounts,  rebates and procedures  described in Paragraphs 2 and 3 of this
     Agreement  apply only to Outboard  Motors sold as a part of a complete boat
     package.  For model year 1999,  loose Outboard Motors and Tiller  Outboards
     will be priced as follows  provided a minimum of * combined  total units of
     loose Outboard Motors and Tiller Outboards are purchased:

                           U.S. DEALER NET PRICE:                        100%
                           Loose Outboard Motors and
                           Tiller Outboards Discount:                     *
                           Invoice Price:                                 *

                           Net Cost:                                      *

         Terms and financing for model year 1999 are as provided for in the 1999
         Johnson and Evinrude Dealer Sales Programs.

         OMC  reserves  the right to change its dealer  programs  with regard to
         loose  Outboard  Motors and Tiller  Outboards  for future  model years,
         However, for model year 2000 Travis' discount for loose Outboard Motors
         and Tiller  Outboards  will remain at 22% provided it complies with the
         minimum  purchase  requirement of such  programs.  For model year 2001,
         Travis will


* INDICATES  CONFIDENTIAL  TREATMENT  REQUESTED.  THE REDACTED MATERIAL HAS BEEN
FILED SEPARATELY WITH THE COMMISSION.


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     receive  the maximum  discount  and rebate  offered to dealers  under OMC's
     published  dealer programs  provided it complies with the minimum  purchase
     volume requirements of such programs.

5.   During the term of this Agreement, terms of purchase (including freight and
     financing from finance  companies) on Outboard Motors and Tiller  Outboards
     purchased  by Travis  from OMC shall be subject  to, but no less  favorable
     than,  for  each  year  of  the  Agreement,  those  offered  by  OMC to its
     authorized dealers during that model year.

     OMC  intends  for its  dealer  programs  for  Outboard  Motors  and  Tiller
     Outboards  to remain  competitive  with the terms and  conditions  of those
     programs offered by the other outboard manufacturers.

     Travis  agrees not to publish or disclose  to third  parties in any way the
     prices and discounts contained in this Agreement, except as required by its
     accounting  or legal  advisors  or as required  by law,  including  without
     limitation applicable  regulations of the United States Securities Exchange
     Commission or stock exchange requirements.

6.   This  Agreement  may be  terminated by either OMC or Travis in the event of
     any breach of the terms of this Agreement by the other, including,  but not
     limited to:

     (a)  Failure of Travis to pay for  Outboard  Motors or Tiller  Outboards in
          accordance with the terms of this Agreement;

     (b)  failure of OMC to pay rebates as required by this Agreement;

     (c)  Bankruptcy or insolvency of the other party;

     (d)  Material or intentional fraud or misrepresentation;

     (e)  Disclosure  to third  parties  of  Outboard  Motor or Tiller  Outboard
          prices charged to Travis by OMC,  except as required by its accounting
          or legal advisors or as required by law,  including without limitation
          applicable  regulations  of  the  United  States  Securities  Exchange
          Commission or stock exchange requirements.

     (f)  * ;

     (g)  Travis's  failure  to order at  least a  combined  total of * units of
          Outboard Motors and Tiller Outboards in any model year during the term
          of this Agreement;

     (h)  OMC's failure to supply at least 80% of Travis' accepted orders in any
          two consecutive quarters; and

     (i)  The  failure  of  either  party to act in good  faith in any  material
          respect as relating to this Agreement.


* INDICATES  CONFIDENTIAL  TREATMENT  REQUESTED.  THE REDACTED MATERIAL HAS BEEN
FILED SEPARATELY WITH THE COMMISSION.


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<PAGE>




     Provided,  however,  termination  shall be  subject to the  following  cure
     provisions:

     The party  suffering the breach shall provide the breaching party a written
     notice of such breach.  The  breaching  party shall have a period of * days
     from the date of receipt of such  notification  of such  breach to cure the
     breach of the  Agreement,  except in the instance of the breaches set forth
     in (c),  (d) and (e) above for which  there  shall be no cure  period.  All
     notifications shall be sent by certified or other forms of registered mail.

7.   Travis retail stores shall not be eligible for any discounts,  rebates,  or
     any other OMC dealer programs  except,  to the extent they may exist in any
     model year during the term of this Agreement, the following:

     (a)  Dealer Sales to Government Agencies

     (b)  Resort Rental Plan

     (c)  Professional Guide Program

     (d)  Promotional Engine Program

8.   Travis  agrees to increase  its OMC  Genuine  Parts &  Accessories  ("P&A")
     business  by * per  model  year  starting  with a goal of *  (exclusive  of
     electric  trolling  motor  purchases)  in P&A purchases in model year 1999.
     Travis will be allowed to  participate in all P&A programs and will receive
     a * volume rebate per year during the term of this  Agreement  provided the
     abovereferenced  annual P&A purchase goals are met. OMC will accept in each
     model  year of this  Agreement,  * ,  return  of up to * of the  total  P&A
     purchased by Travis.

9.   OMC  agrees to sell to Travis  rigging  items at * for the  pre-rigging  of
     Travis  Edition  boats.  These rigging items are not eligible for the * P&A
     volume  rebate.  These rigging items will,  however,  count toward  Travis'
     annual P&A purchase goals.

10.  This Agreement  supersedes any and all prior agreements between the parties
     relating to prices and discounts for Outboard Motors,  Tiller Outboards and
     P&A. The  discounts  and rebates  contained in this  Agreement are the only
     ones applicable to purchases of Outboard  Motors,  Tiller Outboards and P&A
     by Travis.  In the event of a conflict between this Agreement and any other
     agreement  concerning any provisions of this  Agreement,  the terms of this
     Agreement shall prevail.

11.  The Agreement  dated October 3, 1997 by and between  Travis Boats & Motors,
     Inc. and OMC (the "1997 AGREEMENT") is hereby terminated effective June 30,
     1998.

12.  OMC and Travis retail stores may enter into Dealer Agreements.  Such Dealer
     Agreements  will govern all  aspects of the  parties'  relationship  except
     those relating to the purchase of

* INDICATES  CONFIDENTIAL  TREATMENT  REQUESTED.  THE REDACTED MATERIAL HAS BEEN
FILED SEPARATELY WITH THE COMMISSION.


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<PAGE>


     Outboard Motors and Tiller  Outboards as contained in this  Agreement.  OMC
     will not terminate or fail to renew such Dealer  Agreements during the term
     of this Agreement except for cause as defined in such Dealer Agreement. For
     purposes  of this  Agreement,  the  definition  of cause  will  not  change
     materially from that definition contained in the 1999 OMC Dealer Agreement.
     OMC has the sole  discretion  in  approving  Travis  retail  stores  as OMC
     dealers, but such approval shall not be unreasonably withheld.

13.  OMC reserves the right to modify,  change or alter its dealer  programs and
     discounts at any time during the term of this  Agreement  and shall provide
     Travis  with   reasonable   notice  of  such   modifications,   changes  or
     alterations.  * . OMC  reserves  the right to  conduct  an audit of Travis'
     books and records upon  reasonable  notice for the purpose of verifying any
     discount or rebate claimed by Travis pursuant to this Agreement.

14.  This  Agreement  shall be  effective as of July 1, 1998 and shall expire on
     June 30, 2001.

15.  Each party  hereby  covenants  and  agrees  that such party will not pursue
     against any other party  hereto any claims that such party has,  had or may
     have had against such other party pursuant to the 1997 Agreement; provided,
     however,  that the foregoing  covenant and agreement shall be of no further
     force and effect if this  Agreement is  terminated  prior to June 30, 2001,
     unless such  termination is by OMC pursuant to Paragraphs  6(a), (e) or (g)
     above.

16.  The  provisions  hereof shall inure to the benefit of, and be binding upon,
     the permitted assignees, successors, heirs, executors and administrators of
     the parties hereto.  This Agreement may not be assigned without the written
     consent of all other parties.

TRAVIS BOATS & MOTORS, INC.                   OUTBOARD MARINE CORPORATION



BY:  /S/ MARK WALTON                          BY:  ILLEGIBLE
     --------------------------                    -----------------------------
     ITS:  PRESIDENT                               ITS:  VICE PRESIDENT, GENERAL
                                                             COUNSEL & SECRETARY

DATE:  NOVEMBER 13, 1998                      DATE:  NOVEMBER 12, 1998



* INDICATES  CONFIDENTIAL  TREATMENT  REQUESTED.  THE REDACTED MATERIAL HAS BEEN
FILED SEPARATELY WITH THE COMMISSION.


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