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

                                 June ____, 2002


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

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

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

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


                                       2
<PAGE>

                                    (ii) one (1) month  severance  for each full
                  year of service  with Travis Boats and  one-twelfth  (1/12) of
                  one (1)  month's  severance  for each full  calendar  month of
                  service  during any partial year of service with Travis Boats,
                  which  amounts  shall be  payable  in the same  manner as such
                  compensation   would  have  been  payable  had  you  not  been
                  terminated,  provided that the Company may elect to pay or you
                  may elect to receive such compensation as a lump sum payment.

                           (c) Resignation;  Change of Control. In the event you
submit  your  resignation  within the sixty (60) day period  after the date of a
Change of Control,  then you will be entitled to receive  2.99 times your annual
compensation  with proration of the annual bonus,  if any, for the year in which
the Change of Control  occurs,  which amounts shall be payable over a three-year
period in the same manner as such  compensation  would have been payable had you
not resigned; provided, the Company may elect to pay or you may elect to receive
such compensation as a lump sum payment.  Notwithstanding any other provision in
this Letter  Agreement,  any action  taken,  omission or event caused by Tracker
Marine,  L.L.C.  or any of its  affiliates  shall  not be  deemed  a  Change  of
Control."

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

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

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

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

                               TBC MANAGEMENT, LTD., a Texas limited partnership

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


Address for Notices:                              EMPLOYEE


-----------------------------         -------------------------------------
                                                Mark T. Walton


                 (Signatures continued on next succeeding page)


                                       3
<PAGE>

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


                                TRAVIS BOATS & MOTORS, INC., a Texas corporation


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


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







                                       4