Exhibit 10.57

                        Confidential Treatment Requested.
          Confidential portions of this document have been redacted and
                     filed separately with the Commission.

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                              AMENDED AND RESTATED

                           LOAN AND SECURITY AGREEMENT



                          Dated as of December 10, 2001



                                     between

                           TRAVIS BOATS & MOTORS, INC.



                              a Texas corporation,

                       and its Subsidiaries Listed Herein

                                  as Borrowers



                                       AND



                     DEUTSCHE FINANCIAL SERVICES CORPORATION




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<PAGE>


                        Confidential Treatment Requested.
          Confidential portions of this document have been redacted and
                     filed separately with the Commission.

<TABLE>
<CAPTION>

                                TABLE OF CONTENTS
<S>  <C>                                                                                                         <C>
Section 1.  DEFINITIONS...........................................................................................2
Section 2.  CREDIT FACILITY.......................................................................................8
     Section 2.1.  Total Credit Facility..........................................................................8
     Section 2.2.  Floorplan Loans................................................................................8
     Section 2.3.  Revolving Credit Facility......................................................................9
     Section 2.4.  Mandatory Prepayment..........................................................................10
     Section 2.5.  Interest; Calculation of Charges; Fees........................................................10
     Section 2.6.  Billing Statement.............................................................................12
     Section 2.7.  Loan Proceeds.................................................................................12
     Section 2.8.  Default Interest Rate.........................................................................12
     Section 2.9.  Interest Rate After Certain Events............................................................13
     Section 2.10.  Verification Rights of DFS...................................................................13
     Section 2.11.  Reports......................................................................................13
     Section 2.12.  Establishment of Reserves....................................................................13
     Section 2.13.  Collections..................................................................................14
     Section 2.14.  Advancements.................................................................................14
     Section 2.15.  Continuing Requirements - Accounts...........................................................15
Section 3.  TERM OF AGREEMENT....................................................................................15
     Section 3.1.  Termination...................................................................................15
     Section 3.2.  Effect of Termination.........................................................................16
Section 4.  BORROWING AND REPAYMENT PROCEDURES...................................................................16
     Section 4.1.  Borrowing Procedures..........................................................................16
     Section 4.2.  All Loans One Obligation......................................................................17
     Section 4.3.  Payments of Principal and Interest............................................................17
     Section 4.4.  Collection Days...............................................................................17
Section 5.  SECURITY FOR THE OBLIGATIONS.........................................................................17
     Section 5.1.  Grant of Security Interest....................................................................17
     Section 5.2.  Future Advances...............................................................................18
     Section 5.3.  Financing Statements..........................................................................18
     Section 5.4.  Further Assurances............................................................................18
Section 6.  CONDITIONS PRECEDENT.................................................................................18
     Section 6.1.  Conditions Precedent..........................................................................18
Section 7.  REPRESENTATIONS AND WARRANTIES.......................................................................19
     Section 7.1.  Financial Statements..........................................................................19
     Section 7.2.  Non-Existence of Defaults.....................................................................20
     Section 7.3.  Litigation....................................................................................20
     Section 7.4.  No Material Adverse Changes...................................................................20
     Section 7.5.  Title to Collateral...........................................................................20
     Section 7.6.  Corporate Status..............................................................................20
     Section 7.7.  Subsidiaries..................................................................................21
     Section 7.8.  Power and Authority...........................................................................21
     Section 7.9.  Principal Place of Business...................................................................21
     Section 7.10.  Enforceability of the Loan Documents.........................................................21
     Section 7.11.  Taxes........................................................................................21
     Section 7.12.  Compliance with Laws.........................................................................21
     Section 7.13.  Consents.....................................................................................21
     Section 7.14.  Purpose......................................................................................22
     Section 7.15.  Condition of the Business....................................................................22
     Section 7.16.  Capital......................................................................................22
     Section 7.17.  Location of Collateral.......................................................................22
     Section 7.18.  Real Property................................................................................22


                                       i

<PAGE>

     Section 7.19.  Warranties and Representations-Accounts......................................................22
     Section 7.20.  Solvency.....................................................................................23
     Section 7.21.  Business Locations; Agent for Process........................................................23
     Section 7.22.  Warranties and Representations-Inventory & Parts.............................................23
     Section 7.23.  Reaffirmation................................................................................23
     Section 7.24.  Survival of Representations and Warranties...................................................23
Section 8.  BORROWER'S COVENANTS.................................................................................24
     Section 8.1.  Affirmative Covenants.........................................................................24
Section 9.  FINANCIAL COVENANTS..................................................................................29
     Section 9.1.  Amounts.......................................................................................29
     Section 9.2.  Certain Definitions...........................................................................30
     Section 9.3.  Covenant Compliance Certificate...............................................................31
Section 10.  NEGATIVE COVENANTS..................................................................................31
     Section 10.1.  Change of Name, Etc..........................................................................31
     Section 10.2.  Sale or Transfer of Assets...................................................................32
     Section 10.3.  Change in Control............................................................................32
     Section 10.4.  Encumbrance of Assets........................................................................32
     Section 10.5.  False Certificates or Documents..............................................................32
     Section 10.6.  Assignment...................................................................................32
     Section 10.7.  Transactions with Affiliates.................................................................32
     Section 10.8.  Loans by Borrower............................................................................32
     Section 10.9.  Fiscal Year; Accounting Methods..............................................................32
     Section 10.10.  Total Debt..................................................................................32
     Section 10.11.  Adverse Transactions........................................................................33
     Section 10.12.  Guaranties..................................................................................33
     Section 10.13.  Bill-and-Hold Sales, Etc....................................................................33
     Section 10.14.  Margin Securities...........................................................................33
Section 11.  DEFAULT/REMEDIES....................................................................................33
     Section 11.1.  Events of Default............................................................................33
     Section 11.2.  Rights and Remedies..........................................................................36
Section 12.  SALE OF COLLATERAL..................................................................................37
Section 13.  INDEMNIFICATIONS....................................................................................38
Section 14.  CUSTOMER ACCOUNT LINK...............................................................................38
     Section 14.1.  Access to DFS' System........................................................................38
     Section 14.2.  Borrower's Account...........................................................................39
     Section 14.3.  ACH Payment and Authorization................................................................39
     Section 14.4.  General Use Restrictions.....................................................................39
     Section 14.5.  Limitation of Liability for ACH Debits.......................................................39
     Section 14.6.  Warranty.....................................................................................40
     Section 14.7.  Confidentiality..............................................................................40
Section 15.  OTHER TERMS.........................................................................................40
     Section 15.1.  Amendment, Changes and Modification..........................................................40
     Section 15.2.  Binding Effect...............................................................................40
     Section 15.3.  Broker Fee...................................................................................40
     Section 15.4.  Entire Agreement.............................................................................41
     Section 15.5.  Headings.....................................................................................41
     Section 15.6.  Incorporation by Reference...................................................................41
     Section 15.7.  Interpretation...............................................................................41
     Section 15.8.  Notices......................................................................................41
     Section 15.9.  No Third Party Beneficiary Rights and Reliance...............................................42
     Section 15.10.  Protection or Preservation of Collateral....................................................42
     Section 15.11.  Relationship of the Parties.................................................................42
     Section 15.12.  Reversal of Payments........................................................................42

                                       ii
<PAGE>

     Section 15.13.  Severability................................................................................42
     Section 15.14.  Maximum Interest............................................................................42
     Section 15.15.  Waivers by DFS..............................................................................43
     Section 15.16.  Survival....................................................................................43
     Section 15.17.  Participations; Assignments.................................................................43
     Section 15.18.  Counterparts................................................................................43
     Section 15.19.  Information.................................................................................43
     Section 15.20.  Release.....................................................................................43
     Section 15.21.  Miscellaneous...............................................................................43
     Section 15.22.  Waivers by Borrower.........................................................................44
     Section 15.23.  NO ORAL AGREEMENTS..........................................................................44
     Section 15.24.  Use of Counsel and Receipt of Agreement.....................................................44
     Section 15.25.  Facsimiles, Etc.............................................................................44
     Section 15.26.  Power of Attorney...........................................................................45
Section 16.  BINDING ARBITRATION.................................................................................45
     Section 16.1.  Arbitrable Claims............................................................................45
     Section 16.2.  Administrative Body..........................................................................46
     Section 16.3.  Discovery....................................................................................46
     Section 16.4.  Exemplary or Punitive Damages................................................................46
     Section 16.5.  Confidentiality of Awards....................................................................46
     Section 16.6.  Prejudgment and Provisional Remedies.........................................................46
     Section 16.7.  Attorneys' Fees..............................................................................47
     Section 16.8.  Limitations..................................................................................47
     Section 16.9.  Survival After Termination...................................................................47

Section  17.   INVALIDITY/UNENFORCEABILITY   OF  BINDING  ARBITRATION.  IF  THIS AGREEMENT IS FOUND TO
BE NOT SUBJECT TO ARBITRATION,  ANY LEGAL  PROCEEDING WITH RESPECT TO ANY DISPUTE WILL BE TRIED IN A
COURT OF COMPETENT  JURISDICTION  BY A JUDGE  WITHOUT A JURY.  BORROWER  AND DFS WAIVE ANY RIGHT TO A
JURY TRIAL IN ANY SUCH PROCEEDING................................................................................47
Section 18.  GOVERNING LAW.......................................................................................47

</TABLE>






                                      iii
<PAGE>


                        Confidential Treatment Requested.
          Confidential portions of this document have been redacted and
                     filed separately with the Commission.


                              AMENDED AND RESTATED
                           LOAN AND SECURITY AGREEMENT


This Amended and Restated Loan and Security Agreement amends and replaces in its
entirety  that certain Loan and Security  Agreement  entered into as of the 31st
day of January  2000,  as amended as of January 16, 2001,  ("Agreement")  by and
between  Deutsche  Financial  Services  Corporation  ("DFS") and TRAVIS  BOATS &
MOTORS,  INC. a Texas corporation;  TBC Arkansas,  Inc. a Arkansas  corporation;
Travis Boating Center Arlington, Inc. a Texas corporation; Travis Boating Center
Beaumont, Inc. a Texas corporation; Travis Boating Center Oklahoma, Inc. a Texas
corporation;  Travis Boating Center Tennessee, Inc. a Texas corporation;  Travis
Snowden  Marine,  Inc.  a  Texas  corporation;   Falcon  Marine,  Inc.  a  Texas
corporation;  Falcon Marine Abilene,  Inc. a Texas  corporation;  Travis Boating
Center Alabama, Inc. a Texas corporation;  Travis Boating Center Louisiana, Inc.
a Louisiana  corporation;  Travis Boats & Motors  Baton Rouge,  Inc. a Louisiana
corporation;  and Travis Boating Center  Mississippi,  Inc. a Texas corporation;
Travis  Boating  Center Little Rock,  Inc., an Arkansas  corporation;  Red River
Marine Arkansas,  Inc., an Arkansas  corporation;  Shelby Marine Center, Inc., a
Tennessee  corporation;  and Shelby Marine  Pickwick,  LLC, a Tennessee  limited
liability corporation

(individually, collectively, jointly and severally "Borrower").

EFFECTIVE DATE:                December 10, 2001
                                    RECITALS

         WHEREAS, Borrower has consistently failed to meet the certain financial
covenants set forth in the Agreement; and

         WHEREAS, DFS has consistently  notified Borrower of the defaults caused
by the  financial  covenant  breaches,  but DFS has also  continued  to  provide
financing to Borrower while negotiating  revised  financial  covenants and other
terms to reduce the credit risk to DFS and under which DFS is willing to provide
ongoing financing to Borrower; and

         WHEREAS,  DFS has agreed to forbear from  exercising its remedies under
the  Agreement  as a result  of the  defaults  and to  provide  a  discretionary
financing facility to Borrower under the terms set forth herein.

         NOW,   THEREFORE,   in  consideration   of  the  premises,   and  other
consideration, the receipt and sufficiency of which is hereby acknowledged, each
Borrower agrees that the Agreement is amended to read as follows:


*** indicates Confidential  Treatment Requested.  The Redacted Material has been
filed with the Commission.

                                       1
<PAGE>

                        Confidential Treatment Requested.
          Confidential portions of this document have been redacted and
                     filed separately with the Commission.


Section 1. DEFINITIONS

         Terms defined in this  Agreement  shall have initial  capital  letters.
Those  terms  are  defined  below,  in this  Section  1, and  elsewhere  in this
Agreement.  All  financial  and  accounting  terms used herein and not otherwise
defined, shall be defined in accordance with GAAP.

         "AAA" shall have the meaning set forth in Section 16.2.

         "Account  Debtor"  shall  mean  any  Person  who is or who  may  become
obligated  to  Borrower  under,  with  respect  to, or on account of an Account,
general intangible or other Collateral.

         "Accounts"  shall have the meaning  given to that term in the UCC, and,
to the extent  not  included  therein,  shall  also mean all  accounts,  leases,
contract  rights,  chattel  paper,  general  intangibles,  choses in action  and
instruments,  including any Lien or other security  interest that secures or may
secure any of the  foregoing,  plus all  books,  invoices,  documents  and other
records in any form evidencing or relating to any of the foregoing, now owned or
hereafter  acquired by Borrower,  in each case  arising from all: (1)  Floorplan
Inventory,  (2) Used Inventory,  (3) Parts, and (4) sales and sale-leasebacks of
real estate owned by any Borrower or Subsidiary (net of first liens and expenses
paid through escrow).

         "Affiliates"  shall  mean:  (i) any  individual  who is an  officer  or
director of a Person;  and (ii) any Person who directly or indirectly  controls,
is controlled by, or is under common control or ownership with,  another Person.
For the purposes of this definition, the term "control" shall mean the ownership
of or the ability to direct or control 10% or more of the beneficial interest in
the applicable entity.

         "Agreement"  shall  mean  this  Loan and  Security  Agreement,  and any
amendments hereto.

         "Average  Daily  Balance"  shall have the  meaning set forth in Section
2.5.5.

         "Borrowing Base" shall mean, as of any date of determination, an amount
equal  to the sum of:  (a)  the  Eligible  Account  Availability;  plus  (b) the
Eligible Used Inventory Availability; plus (c) Eligible Parts Availability.

         "Borrowing  Base  Certificate"  shall  have the  meaning  set  forth in
Section 2.3.1.

         "Business" shall mean the sale of marine inventory.

         "Business Day" shall mean any day other than Saturdays,  Sundays, legal
holidays  designated  by Federal  law, and any other day on which DFS' office is
closed.

         "Cash  Infusion" shall mean any cash infusion into the Borrowers by any
Person in the form of equity or Subordinated  Debt pursuant to Subordinated Debt
Documents.

         "Collateral" shall mean all items described in Section 5.1.


                                       2
<PAGE>

                        Confidential Treatment Requested.
          Confidential portions of this document have been redacted and
                     filed separately with the Commission.


         "Cost" shall mean the original  invoice price of Inventory or Parts, as
applicable,  net  of all  discounts,  plus  (in  the  case  of  Inventory  only)
applicable freight.

         "Credit Facility" shall have the meaning set forth in Section 2.1.

         "Daily  Contract  Balance"  shall have the meaning set forth in Section
2.5.3.

         "Daily Rate" shall have the meaning set forth in Section 2.5.5.

         "Debt" shall mean all of Borrower's liabilities and indebtedness of any
kind and  nature  whatsoever  other than  Subordinated  Debt  whether  direct or
indirect,  absolute,  contingent (but only to the extent that GAAP would require
such  contingent  liability to be listed on the Borrower's  balance sheet rather
than  the  footnotes),  and  including  obligations  under  capitalized  leases,
guaranties  (but only to the extent that GAAP would require the liability  under
such  guaranty to be listed on the  Borrower's  balance sheet rather than in the
footnotes)  or with  respect  to which  Borrower  has  pledged  assets to secure
performance,  whether  or not  direct  recourse  liability  has been  assumed by
Borrower.

         "Default" shall have the meaning set forth in Section 12.

         "Default  Interest  Rate"  shall have the  meaning set forth in Section
2.8.

         "DFS Companies" shall have the meaning set forth in Section 16.1.

         "Disputes" shall have the meaning set forth in Section 16.1.

         "Effective Date" shall mean the date set forth in the heading on page 1
of this Agreement.

         "Electronic  Transfers"  shall  have the  meaning  set forth in Section
2.5.4.

         "Eligible  Accounts"  shall mean all Accounts  that are not  Ineligible
Accounts.

         "Eligible  Inventory"  means  Borrower's  Eligible  Used  Inventory  as
defined herein.

         "Eligible   Inventory   Availability"  shall  mean  the  Eligible  Used
Inventory Availability (as defined in Section 2.3.3).

         "Eligible Parts  Inventory" shall mean all Parts owned by Borrower free
and clear of all Liens of any third  parties,  except for the  Permitted  Liens,
that  are in  good,  new  and  salable  condition  and  that do  conform  to the
representations  and  warranties of Section 7.22 of this  Agreement and that are
not Ineligible Parts.

         "Eligible  Parts  Availability"  shall  have the  meaning  set forth in
Section 2.3.4.

         "Eligible Used Inventory"  shall mean shall mean  Borrower's  Inventory
not purchased  directly  from the  manufacturer  thereof or  previously  sold at
retail,  which is held for  sale,  but not  rental  or  lease,  that is owned by
Borrower free and clear of all Liens, security interests and encumbrances of any
third  parties,  except  for  the  Permitted  Liens,  that  is not  obsolete  or

                                       3
<PAGE>


                        Confidential Treatment Requested.
          Confidential portions of this document have been redacted and
                     filed separately with the Commission.


unmerchantable,  that is in good and  salable  condition  that  conforms  to the
representations and warranties of Section 7.22 of this Agreement,  and which DFS
deems, in its reasonable discretion,  to be acceptable for financing;  provided,
however,  that  Inventory  will only be Eligible New Inventory for so long as it
has been owned by Borrower *** days or less.

         "Equipment"  shall  have the  meaning as given to that term in the UCC,
and,  to the  extent  not  included  therein,  shall  also  mean all  equipment,
machinery, trade fixtures,  furnishings,  furniture, supplies, materials, tools,
machine  tools,  office  equipment,   appliances,   apparatus,   parts  and  all
attachments, replacements, substitutions, accessions, additions and improvements
to any of the foregoing.

         "Excess Advances" shall have the meaning given in Section 2.4.

         "FAA" shall have the meaning set forth in Section 16.5.

         "Floorplan Inventory" shall mean Inventory the acquisition of which was
financed by DFS for Borrower  pursuant to Section 2.2 from Vendors  which have a
program with, and are in good standing with, DFS.

         "Floorplan  Inventory Loan" shall have the meaning set forth in Section
2.2.

         "GAAP"   shall   mean   generally   accepted   accounting   principles,
consistently applied.

         "Guarantor" shall mean a guarantor of any of the Obligations.

         "Indemnified  Liabilities"  shall have the meaning set forth in Section
14.

         "Indemnitees" shall have the meaning set forth in Section 14.

         "Ineligible Accounts" shall mean: (a) Accounts created from the sale of
goods and  services on  non-standard  terms  and/or that allow for payment to be
made more than thirty (30) days from date of sale; (b) Accounts unpaid more than
ninety (90) days from date of invoice; (c) all Accounts of any Account Debtor if
fifty  percent  (50%) or more of the  outstanding  balance of such  Accounts are
unpaid more than ninety (90) days from the date of  invoice;  (d)  Accounts  for
which the Account Debtor is an officer, director, shareholder,  partner, member,
owner, employee,  agent, parent,  Subsidiary, or Affiliate of, or is related to,
Borrower or has common shareholders,  officers,  directors,  owners, partners or
members with Borrower; (e) consignment sales; (f) Accounts for which the payment
is or may be  conditional;  (g) Accounts  for which the Account  Debtor is not a
commercial or institutional  entity or is not a resident of the United States or
Canada;  (h)  Accounts  with  respect to which any  warranty  or  representation
provided in Section 7.19 is not true and correct;  (i) Accounts which  represent
goods used for  demonstration  purposes or loaned by Borrower to another  party;
(j) Accounts which are progress payment, barter, or contra accounts; and (k) any
and all other Accounts which DFS deems to be ineligible.

         "Ineligible  Parts" shall means Parts: (a) against which any balance is
owed thereon to any manufacturer or supplier  thereof;  (b) that are included in
any work-in-process;  (c) which are obsolete; (d) not owned by Borrower free and

                                       4
<PAGE>

                        Confidential Treatment Requested.
          Confidential portions of this document have been redacted and
                     filed separately with the Commission.


clear of all Liens of any third  parties,  except for the Permitted  Liens;  (e)
that are not in good, new and salable condition;  (f) that do not conform to the
representations  and warranties of Section 7.22 of this Agreement;  or (g) which
DFS deems to be ineligible.

         "Intangibles" shall have the meaning set forth in Section 9.2.

         "Inventory"  shall have the meaning given to that term in the UCC, and,
to  the  extent  not  included  therein,  shall  also  mean  all  of  Borrower's
merchandise, materials, whole goods, finished goods, work-in-process,  component
materials,  packaging,  shipping  materials,  parts and other tangible  personal
property,  now owned or hereafter acquired and held for sale or which contribute
to the finished products or the sale,  promotion,  storage and shipment thereof,
whether located at facilities  owned or leased by Borrower,  or in the course of
transport to or from facilities owned or leased by Borrower.

         "Lien"  shall  mean any  security  interest,  mortgage,  pledge,  lien,
hypothecation,  judgment lien or similar  legal  process,  charge,  encumbrance,
title retention agreement or analogous instrument or device (including,  without
limitation, the interest of lessors under capitalized leases and the interest of
a vendor  under  any  conditional  sale or  other  title  retention  agreement),
reservations,  exceptions, encroachments,  easements, rights-of-way,  covenants,
conditions,  restrictions,  leases and other title  exceptions and  encumbrances
affecting any of Borrower's property.

         "Loan"  shall mean any  advance  made to or for the benefit of Borrower
pursuant to this Agreement, including but not limited to any Floorplan Inventory
Loan and any Revolving Credit Loan.

         "Loan Documents" shall mean all documents executed by Borrower pursuant
to any  financial  accommodation  between  Borrower  and DFS  and all  documents
entered into in connection with the transaction  herein  contemplated.  The term
"Loan Documents" includes, but is not limited to, this Agreement,  all financing
statements,  all  pledges,  mortgages,  deeds  of  trust,  leasehold  mortgages,
security agreements, guaranties, assignments,  subordination agreements, and any
future or  additional  documents  or writings  executed  under the terms of this
Agreement or any amendments or modifications hereto.

         "Material Adverse Change" shall mean as to Borrower,  any Guarantor and
with  respect  to  any  event  or  occurrence  whatsoever  (including,   without
limitation,   any  adverse   determination   in  any  litigation,   arbitration,
investigation  or  proceeding),  a  material  adverse  change  on the  business,
operations,  revenues,  financial  condition,  property or business prospects of
Borrower  or any  Guarantor,  or a  material  adverse  change on the  ability of
Borrower or any Guarantor to timely pay or perform any of Borrower's or any such
Guarantor's  Debt  taken  generally  as a  whole,  or in the  case  of  Borrower
specifically,  the  ability  of  Borrower  to pay or perform  any of  Borrower's
Obligations to DFS, or in the case of any Guarantor specifically, the ability of
any Guarantor to pay or perform any  Obligations  to DFS which are guarantied by
the Guarantor.

         "Monthly Reports" shall have the meaning given in Section 2.11.1.


                                       5
<PAGE>

                        Confidential Treatment Requested.
          Confidential portions of this document have been redacted and
                     filed separately with the Commission.


         "Net Book  Value"  shall  mean  Borrower's  Cost of  Inventory,  net of
accumulated depreciation (exclusive of discounts,  rebates,  credits,  incentive
payments and all other general intangibles relating thereto).

         "Obligations"  shall  mean  all  liabilities  and  Debt of any kind and
nature whatsoever now or hereafter arising,  owing, due or payable from Borrower
(and/or any of its  Subsidiaries  and  Affiliates)  to DFS,  whether  primary or
secondary, joint or several, direct, contingent,  fixed or otherwise, secured or
unsecured,  or whether arising under this Agreement,  any other Loan Document or
any  other  agreement  now or  hereafter  executed  by  Borrower  (or any of its
Subsidiaries  or  Affiliates)  and delivered to DFS.  Obligations  will include,
without  limitation,  any third party  claims  against  Borrower  (or any of its
Subsidiaries or Affiliates)  satisfied or acquired by DFS. Obligations will also
include  all  obligations  of  Borrower  to pay to DFS:  (a)  any  and all  sums
reasonably advanced by DFS to preserve or protect the Collateral or the value of
the Collateral or to preserve,  protect,  or perfect DFS' security  interests in
the Collateral;  (b) in the event of any proceeding to enforce the collection of
the Obligations after a Default,  the reasonable expenses of retaking,  holding,
preparing  for sale,  selling or  otherwise  disposing  of or  realizing  on the
Collateral,  or expenses of any  exercise  by DFS of its rights,  together  with
reasonable  attorneys' fees, expenses of collection and court costs, as provided
in the Loan Documents;  and (c) any other  indebtedness or liability of Borrower
to DFS,  whether direct or indirect,  absolute or  contingent,  now or hereafter
arising.

         "Other Reports" shall have the meaning set forth in Section 2.11.3.

         "Parts" shall mean all service and repair parts and accessories.

         "Permitted Liens" shall mean: (a) Liens for taxes, assessments or other
governmental  charges or levies not yet delinquent or which are being  contested
in good faith by appropriate action and as to which adequate reserves shall have
been set aside in conformity with GAAP and which are, in addition,  satisfactory
to DFS in its  reasonable  discretion;  (b)  Liens  of  mechanics,  materialmen,
landlords, warehousemen, carriers and similar Liens arising in the future in the
ordinary course of business for sums not yet  delinquent,  or being contested in
good faith if a reserve or other  appropriate  provision in accordance with GAAP
shall have been made therefor and which are, in addition, satisfactory to DFS in
its reasonable  discretion;  (c) statutory Liens incurred in the ordinary course
of business in connection with workers'  compensation,  unemployment  insurance,
social  security,  and  similar  items  for  sums  not yet  delinquent  or being
contested  in good  faith,  if a  reserve  or  other  appropriate  provision  in
accordance  with GAAP shall have been made  therefor and which are, in addition,
satisfactory  to DFS in its  reasonable  discretion;  (d) lessor's Liens arising
from operating leases entered into in the ordinary course of business; (e) Liens
arising from legal proceedings,  so long as such proceedings are being contested
in good  faith  by  appropriate  proceedings,  appropriate  reserves  have  been
established  therefor  in  accordance  with GAAP and  which  are,  in  addition,
satisfactory  to DFS in its reasonable  discretion,  and so long as execution is
stayed  and  bonded  on  appeal  on  all  judgments   resulting  from  any  such
proceedings;  (f)  Liens,  acceptable  to DFS,  in favor of other of  Borrower's
secured parties,  to the extent DFS has received an  intercreditor/subordination
agreement in form and substance acceptable to DFS, in DFS' sole discretion, from
such  other  secured  party;  and (g) Liens in favor of DFS  granted  hereunder.
Permitted  Liens  shall  specifically  exclude  any lien in  favor of  Brunswick

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                        Confidential Treatment Requested.
          Confidential portions of this document have been redacted and
                     filed separately with the Commission.


Corporation  or  any  Subsidiary  or  division  thereof  or  the  holder  of any
Subordinated Debt.

         "Person" shall mean an individual,  a partnership,  a joint venture,  a
corporation,   a  trust,  a  limited   liability   company,   an  unincorporated
organization, and a government or any department or agency thereof.

         "Prime Rate" shall mean a fluctuating  interest rate per annum equal to
the highest of the prime, base or reference rates of interest announced publicly
from time to time  (whether or not charged in each  instance)  by  JPMorganChase
Bank (or any successor  thereof) as such bank's prime,  base, or reference  rate
per annum.  For Floorplan  Inventory  Loans, the Prime Rate on the last day of a
month shall be the Prime Rate for the  following  month.  For  Revolving  Credit
Loans,  such Prime Rate will  change and take effect on the day when such change
is announced.  If JPMorgan Chase Bank discontinues the practice of announcing or
publishing a prime,  base or reference  rate during the term of this  Agreement,
then DFS may, in its  reasonable  judgment,  designate a comparable  bank and/or
publicly  announced rate to be thereafter used as a basis for determining  Prime
Rate. Borrower  acknowledges that JPMorgan Chase Bank may extend credit at rates
of interest less than its announced prime, base or reference rate.

         "Proceeds"  means  everything  received upon the sale,  lease,  rental,
transfer to a third party or other disposition of Collateral.

         "Revolving  Credit  Loan"  shall have the  meaning set forth in Section
2.3.

         "Statement of Transaction"  shall mean a written disclosure sent by DFS
to  Borrower  which sets forth,  for each item of  Floorplan  Inventory  and the
underlying  Floorplan  Inventory Loan with respect to such Floorplan  Inventory:
the  interest-free  period to Borrower,  if any; the annual  percentage  rate of
interest, if any; required reductions in principal,  if any; and other financing
terms, if any.

         "Subordinated Debt" shall have the meaning set forth in Section 9.2.

         "Subordinated  Debt  Documents"  shall mean all documents,  in form and
substance  satisfactory  to DFS,  under which  Borrower has borrowed  funds from
holders  of any  Subordinated  Debt,  including,  without  limitation,  all note
purchase agreements,  promissory notes, all subordination agreements between the
holder(s)  of such  Subordinated  Debt and either DFS,  Transamerica  Commercial
Finance Corporation,  Brunswick Corporation or and other Person, and any similar
documents or instruments.

         "Subsidiaries"  shall mean any corporation other than Borrower in which
a Person  owns or controls  greater  than 50% of the voting  securities,  or any
partnership or joint venture in which a Person owns or controls greater than 50%
of the aggregate equitable interest.  The term "Subsidiary" means any one of the
Subsidiaries.

         "Tangible Net Worth" shall have the meaning set forth in Section 9.2.

         "Total Credit Limit" shall have the meaning set forth in Section 2.1.

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                        Confidential Treatment Requested.
          Confidential portions of this document have been redacted and
                     filed separately with the Commission.


         "Total  Revolving  Credit  Limit"  shall have the  meaning set forth in
Section 2.3.

         "UCC" shall mean the Uniform Commercial Code as in effect in the states
where the Collateral is located and the state where  Borrower's  chief executive
office is located,  and any successor  statutes,  together with any  regulations
thereunder,  in each case as in effect from time to time. References to sections
of the UCC shall be construed to also refer to any successor sections.

         "Unmatured  Default"  shall  mean:  (a) any Default  under  Subsections
11.1.1, 11.1.4, 11.1.9, 11.1.10,  11.1.11, 11.1.12, 11.1.14, 11.1.15 or 11.1.16,
and (b) the existence of any Excess Advance  which,  but for the passage of time
or notice, or both, under Subsection 2.4 hereof would be a Default.

         "Value" shall mean,  (a) with respect to Eligible Used  Inventory,  the
NADA Wholesale Value or Borrower's cost (excluding freight),  whichever is less,
from time to time; and (c) with respect to Eligible  Parts,  the Borrower's Cost
(excluding freight).

         "Vendor"  shall  mean  each of  Brunswick  Corporation  and its  marine
Subsidiaries,   GenMar's  Larson  Cruisers  division,   and  such  other  marine
manufacturers and distributors as DFS may approve in its reasonable discretion.

Section 2. CREDIT FACILITY

         Section 2.1.  Total Credit  Facility.  In  consideration  of Borrower's
payment  and  performance  of its  Obligations  and  subject  to the  terms  and
conditions  contained  in this  Agreement,  DFS agrees to provide,  and Borrower
agrees to accept, a discretionary  credit facility (the "Credit Facility") in an
aggregate  amount of up to (a) Forty-five  Million Dollars  ($45,000,00  through
March 31, 2002, (b) Forty Million Dollars  ($40,000,000) for the period of April
1, 2002 through June 30, 2002, and (c) Thirty Million Dollars  ($30,000,000)  on
and after July 1, 2002 (the "Total  Credit  Limit");  *** . The Credit  Facility
shall be available in the form of Floorplan Inventory Loans and Revolving Credit
Loans. No Loans need be made by DFS if Borrower is in Default or if there exists
any Unmatured Default.  This is an agreement  regarding the extension of credit,
and not the provision of goods or services.

         Section 2.2. Floorplan Loans.

                  Section 2.2.1.  Inventory  Floorplan Loan Limit.Subject to the
         terms  of this  Agreement,  DFS  may  provide  Loans  to  Borrower  for
         Floorplan  Inventory and financing approvals for Floorplan Inventory in
         transit from the Vendors  (each  advance  being a "Floorplan  Inventory
         Loan") up to an aggregate  unpaid  principal  amount at any time not to
         exceed the  difference  between  (i) the Total  Credit  Limit less (ii)
         outstanding  Revolving Credit Loans ("Floorplan Inventory Loan Limit").
         On and after  September 1, 2002: DFS may at any time and without notice
         to Borrower:  (a) elect not to finance under a Floorplan Inventory Loan
         any Inventory  sold by  particular  Vendors who are in default of their
         obligations  to DFS or who have not granted DFS  acceptable  repurchase
         terms  for  Floorplan  Inventory;  or (b) may at any  time  suspend  or
         terminate  the  relationship  or approval  of any Vendor.  DFS will use
         reasonable  efforts to attempt to give  Borrower  prior  notice of such

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          Confidential portions of this document have been redacted and
                     filed separately with the Commission.


         suspension or termination. In the event that DFS suspends or terminates
         the  relationship  or  approval  of any Vendor or,  through no fault of
         Borrower,  any  Vendor  suspends  or  terminates  the  relationship  or
         approval of DFS to provide manufacturer subsidized financing,  and such
         suspension  or  termination  by either DFS or any Vendor would have the
         effect of  reducing  the  advance  rate or  requiring  Borrower  to pay
         interest  sooner  on  any  Collateral  under  any  Floorplan  Inventory
         Loan(s),  then Borrower may inquire whether any other financing  source
         may finance the affected  Inventory at a higher  advance rate or longer
         manufacturer  subsidized  period,  and DFS may in its  discretion  (but
         shall not be required to) allow Borrower to finance such Inventory with
         such other financing  source without Borrower paying DFS any penalty or
         early  termination fee provided that Borrower has exhausted  reasonable
         efforts  to  re-establish   the  previously   suspended  or  terminated
         relationship between DFS and such Vendor.

                  Section 2.2.2. Payment Terms for Floorplan Inventory. Borrower
         will  immediately pay DFS the principal  indebtedness  owed DFS on each
         item of Floorplan Inventory at any time financed by DFS on the earliest
         occurrence  of any of the  following  events:  (a) when such  Floorplan
         Inventory  is lost,  stolen or damaged  to the  extent  that such loss,
         theft or damage is not  adequately  insured  under an insurance  policy
         which names DFS as loss payee; or (b) when such Floorplan  Inventory is
         sold to a retail  buyer and the Borrower  collects  good funds from the
         buyer  or  a  lender  for  the  buyer,  transferred  to a  third  party
         (including a Subsidiary which is not a Borrower  hereunder),  otherwise
         disposed  of;  or (c) at the end of the term  for  which  DFS  provides
         financing for such Floorplan  Inventory.  If Borrower from time to time
         is required to make immediate payment to DFS of any past due obligation
         discovered during any Floorplan Inventory review, or at any other time,
         Borrower  agrees that  acceptance  of such  payment by DFS shall not be
         construed to have waived or amended the terms of its financing program.
         Any third party discount,  rebate,  bonus or credit granted to Borrower
         for any Floorplan  Inventory will not reduce the debt Borrower owes DFS
         until DFS has received payment therefor in cash. Borrower will: (1) pay
         DFS even if any Floorplan Inventory is defective or fails to conform to
         any warranties  extended by any third party; (2) not assert against DFS
         any claim or defense  Borrower  has  against any third  party;  and (3)
         indemnify  and  hold DFS  harmless  against  all  claims  and  defenses
         asserted by any buyer or renter of the Floorplan  Inventory relating to
         the  condition  of,  or  any  representations  regarding,  any  of  the
         Floorplan Inventory.

         Section 2.3.  Revolving Credit  Facility.  Subject to the terms of this
Agreement,  DFS agrees, for so long as no Default exists, to provide to Borrower
working  capital  financing  (each advance  being a "Revolving  Credit Loan") on
Eligible  Used  Inventory  and Eligible  Parts in the maximum  aggregate  unpaid
principal  amount at any time not to exceed the lesser of (i) the Borrowing Base
and (ii) Five  Million  Five  Hundred  Thousand  Dollars  ($5,500,000))  ("Total
Revolving  Credit Limit").  A request for a Revolving Credit Loan shall be made,
or shall be deemed to be made, as provided in Section 4.1 hereof.

                  Section  2.3.1.  Eligible Used  Inventory.  On receipt of each
         Borrowing Base Certificate, DFS will credit Borrower with the lesser of

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         (a) *** of the Value of Borrower's  Eligible Used  Inventory  listed in
         such  Borrowing  Base  Certificate,   and  (b)  Three  Million  Dollars
         ($3,000,000) ("Eligible Used Inventory Availability").

                  Section 2.3.2.  Eligible  Parts.  On receipt of each Borrowing
         Base  Certificate,  DFS will credit Borrower with the lesser of (a) ***
         of the  Value of  Eligible  Parts,  and (b) Two  Million  Five  Hundred
         Thousand  Dollars  ($2,500,000)  (such  lesser  amount being called the
         "Eligible Parts Availability").


                  Section  2.3.3.  Payment  Terms for  Revolving  Credit  Loans.
         Borrower will pay DFS the principal Debt on Used Eligible Inventory and
         Eligible Parts as provided in Section 2.4,  Mandatory  Prepayment,  and
         Section  3.1.1,  Early  Termination.  Borrower  will also (1) make such
         payments on Eligible Used Inventory and Eligible Parts even if any Used
         Inventory or Parts are  defective or fail to conform to any  warranties
         extended by any third  party;  (2) not assert  against DFS any claim or
         defense  Borrower has against any third party;  and (3)  indemnify  and
         hold DFS harmless against all claims and defenses asserted by any buyer
         or renter of the Used  Inventory or Parts relating to the condition of,
         or any representations  regarding,  any of the Used Inventory or Parts.
         Borrower  will repay to DFS all  advances  previously  made on Accounts
         upon the earlier of (a) collection of such Accounts, or (b) any Account
         becoming an Ineligible Account.

         Section 2.4.  Mandatory  Prepayment.  If at any time and for any reason
the aggregate amount of outstanding Revolving Credit Loans exceeds the Borrowing
Base or aggregate  outstanding  Loans  exceed the Total  Credit  Limit  ("Excess
Advances"), Borrower will, within five (5) days after demand, repay an amount of
the  Loans  made to it by DFS  hereunder  equal  to such  excess.  In  addition,
Borrower shall,  within five (5) days after demand by DFS, pay DFS whatever sums
may be necessary from time to time to remain in compliance with the Total Credit
Limit, the Total Revolving Credit Limit and the Floorplan  Inventory Loan Limit,
as such limits may change from time to time, including, without limitation, as a
result of any  Collateral no longer being deemed an Eligible  Account,  Eligible
Used Inventory or Eligible  Parts,  or as a result of any change in the Value of
any Eligible Used Inventory, or in the amount of any Eligible Account.

         Section 2.5. Interest; Calculation of Charges; Fees.

                  Section 2.5.1.  Interest - Floorplan Inventory Loans. Borrower
         will pay  interest  to DFS on the Daily  Floorplan  Balance (as defined
         below)  monthly in arrears as and if provided  for in any  Statement of
         Transaction  to which Borrower does not object in writing to DFS within
         fifteen  (15)  days  after a  Statement  of  Transaction  is  mailed to
         Borrower  on or  before  November  30,  2001  (provided,  however,  and
         notwithstanding  any prior,  current or future Statement of Transaction
         to the contrary,  all Floorplan  Loans on and before  November 30, 2001
         shall bear interest in an amount not less *** however, that at not time
         shall interest on Floorplan Inventory Loans be computed on a Prime Rate
         of less than *** percent (***%) per annum.  If Borrower does not object
         to a Statement of  Transaction:  (a) the amount shown on such Statement
         of  Transaction  will,  absent  manifest  error by DFS,  be an  account
         stated;  (b) Borrower will have agreed to all rates,  charges and other
         terms shown on such  Statement of  Transaction;  (c) Borrower will have


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                        Confidential Treatment Requested.
          Confidential portions of this document have been redacted and
                     filed separately with the Commission.


         agreed that the Lenders are financing the items of Inventory referenced
         in such Statement of Transaction  at Borrower's  request;  and (d) such
         Statement of Transaction will be incorporated herein by reference, will
         be made a part  hereof  as if  originally  set forth  herein,  and will
         constitute an addendum  hereto.  If Borrower  objects to a Statement of
         Transaction,  DFS may either  require  immediate  payment the Floorplan
         Inventory  Loan  represented  by such Statement of Transaction to which
         Borrower has objected,  or charge  Borrower  interest on such Floorplan
         Inventory  Loan  at the  rates  set  forth  below  for,  and as if such
         Floorplan Inventory Loan was, a Loan and Revolving Credit Loan.

                  Section  2.5.2.  Interest - Revolving  Credit Loans.  Borrower
         will pay  interest  to DFS on the Daily  Contract  Balance  (as defined
         below)  monthly in arrears  beginning on the  Effective  Date until all
         Revolving  Credit  Loans  are paid in full in good  funds.  Subject  to
         Section 2.13 of this Agreement,  interest on the Revolving Credit Loans
         shall be calculated  on the Average  Daily Balance of Revolving  Credit
         Loans at the rate  equal to (a) the Prime  Rate  minus *** per annum on
         and before  November 30,  2001,  and (b) the Prime Rate *** ; provided,
         however,  that at not time shall interest on Revolving  Credit Loans be
         computed on a Prime Rate of less than *** per annum.

                  Section 2.5.3. Calculation of Charges. Such rates will: (i) be
         computed  based on a 360 day year;  (ii) be calculated  with respect to
         each day by multiplying  the Daily Rate (as defined below) by the Daily
         Contract  Balance;  and (iii)  accrue from the date DFS  initiates  any
         Electronic  Transfer  (as defined in Section  2.5.4 below) or otherwise
         advances a Loan to or for the benefit of  Borrower,  until DFS receives
         full payment of the principal debt Borrower owes DFS in good funds.

                  Section 2.5.4. Method of Transfer. Revolving Credit Loans will
         be made by DFS if a request from Borrower is received before 12:00 noon
         St. Louis time by same day Fed Funds Wire Transfer ("Fed Wire"),  or if
         a request  from  Borrower is  received  after such time,  by  Automated
         Clearing House ("ACH") (ACH and Fed Wire are  collectively  referred to
         as "Electronic Transfers").

                  Section 2.5.5.  Definitions.  The "Daily Rate" is the quotient
         of the  applicable  annual rate provided  herein for  Revolving  Credit
         Loans or in any  Statement  of  Transaction  (for  Floorplan  Inventory
         Loans)  divided by 360. The "Daily  Contract  Balance" is the amount of
         outstanding  principal  debt which  Borrower  owes DFS on the Revolving
         Credit  Loans,  or Floorplan  Inventory  Loans,  at the end of each day
         (including  the  amount  of all  Electronic  Transfers)  after  DFS has
         credited  payments which it has received on the Revolving Credit Loans,
         or the Floorplan  Inventory  Loans.  The "Average Daily Balance" is the
         quotient of: (a) the sum of the outstanding  principal debt owed DFS on
         each  day of a  billing  period  for  Revolving  Credit  Loans,  or the
         Floorplan Inventory Loans,  divided by (b) the actual number of days in
         such billing period.

                  Section 2.5.6. Fees.

                           Section  2.5.6.1.  Non-Use  of Credit  Facility  Fee.
                  Borrower agrees to pay DFS a non-use of credit facility fee of
                  *** per annum on the daily average of the unused amount of the

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                  Revolving  Credit Limit during the term of this  Agreement and
                  any renewal term. Such non-use fee shall be payable  quarterly
                  in arrears and due pursuant to the monthly billing  statement.
                  Such unused amount of the  Revolving  Total Credit Limit shall
                  mean  the  difference   between  the  Revolving  Credit  Limit
                  available to Borrower  from time to time and the Average Daily
                  Balance of Revolving  Credit Loans  computed at the  beginning
                  and end of each month.

                           Section  2.5.6.2.  Administration  Fees. (a) Borrower
                  agrees to pay DFS an administration and review fee of *** , in
                  connection with DFS'  administration  of this facility and the
                  periodic review,  inspections and examinations  made by DFS of
                  the  Inventory  and Parts.  (b) Borrower  agrees to pay DFS an
                  review fee *** for each review,  inspection and examination of
                  Borrower's  Accounts and Borrower's books and records relating
                  to any or all of the  Collateral  (even  if  Borrower  has not
                  borrowed  against a particular  category of Collateral).  Such
                  fees shall be payable quarterly in arrears and due pursuant to
                  the applicable monthly billing statement. Borrower agrees that
                  such fees are not interest but rather  reimburses  DFS for its
                  out-of-pocket  and  allocated  overhead  expenses  incurred in
                  conducting such audits, reviews and examinations.

         Section  2.6.  Billing  Statement.  DFS will  send  Borrower  a monthly
billing  statement  identifying all charges due on Borrower's  account with DFS.
The charges  specified on each billing statement will be: (a) due and payable by
the twentieth  (20th) day of the month following the month for which the charges
on such Billing Statement apply; provided,  however, that if such payment is not
timely  received,  DFS may make a Revolving  Credit  Loan to Borrower  without a
request by Borrower to pay the unpaid amount of such Billing Statement;  and (b)
an account stated,  absent manifest error. DFS may adjust the billing  statement
at any time to conform to applicable law and this Agreement.

         Section 2.7. Loan Proceeds.  The parties  intend that all  indebtedness
incurred hereunder shall be governed  exclusively by the terms of this Agreement
and the other  Loan  Documents,  and shall  not,  unless  requested  by DFS,  be
evidenced by notes or other  evidences of  indebtedness.  Upon any such request,
Borrower will  immediately  execute and deliver any such note or other  evidence
reasonably  requested  by DFS  which  is  consistent  with  the  terms  of  this
Agreement. Any fees, charges or expenses charged to DFS by any bank for payments
made by DFS at Borrower's request shall be immediately payable by Borrower.  All
advances and other  obligations  of Borrower made  hereunder  will  constitute a
single obligation.

         Section  2.8.   Default  Interest  Rate.  If  a  Default  occurs  under
Subsections  11.1.1,  11.1.2  and/or  11.1.3,  which  is not  cured  within  the
applicable curing period,  DFS may then without prior demand,  raise the rate of
interest accruing on the disbursed unpaid principal balance of any Loan by three
percentage  points (3%) above the rate of  interest  otherwise  applicable  (the
"Default  Interest  Rate"),  whether or not DFS elects to accelerate  the unpaid
principal balances as a result of a Default.  DFS will use reasonable efforts to
attempt  to  notify  Borrower   before   imposing  the  Default   Interest  Rate
Additionally,  all  Obligations of Borrower  described in clauses (a) and (b) of
the definition thereof shall bear interest at the Default Interest Rate.

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                     filed separately with the Commission.


         Section  2.9.  Interest  Rate After  Certain  Events.  If a judgment is
entered  against  Borrower  for  sums  due  under  any  of the  Obligations,  as
applicable,  the amount of the judgment  entered  (which may include  principal,
interest,  reasonable  attorneys'  fees and costs)  shall bear  interest  at the
judgment rate as permitted  under  applicable law as of the date of entry of the
judgment.

         Section 2.10.  Verification  Rights of DFS. DFS may,  without notice to
Borrower and at any time or times hereafter  verify the validity,  amount or any
other matter  relating to any Account by mail,  telephone or other means, in the
name of Borrower or DFS.

         Section 2.11. Reports.

                  Section 2.11.1. Weekly Reports.  Borrower agrees to provide to
         DFS by Noon  Eastern  Time on Monday  of every  week a  Borrowing  Base
         certificate  as of not later than the end of business  on the  previous
         Friday.

                  Section 2.11.2. Monthly Reports. Borrower agrees to provide to
         DFS by the fifteenth  (15th) day of each month,  or more  frequently if
         requested  by DFS,  in each case as of the last day of the  immediately
         prior month, each of the following: (a) Borrowing Base Certificate; (b)
         listing of each unit of New Inventory and Used Inventory, together with
         the date of purchase and Cost  thereof;  (c) listing of all Parts;  and
         (d) aging of all accounts receivable (the "Monthly Reports").

                  Section 2.11.3. Updated Borrowing Base Certificates.  Borrower
         will provide DFS with updated  Borrowing Base  Certificates as required
         pursuant to Section 4.1 hereof.


                  Section 2.11.4.  Covenant  Compliance  Certificates.  Borrower
         will  provide  to DFS  Covenant  Compliance  Certificates  as  required
         pursuant to Section 9.3 hereof.


                  Section 2.11.5. Other Reports.  Borrower agrees to provide DFS
         any other report or information reasonably requested by DFS within five
         (5)  Business  Days  after each  request  therefor  by DFS (the  "Other
         Reports").

                  Section  2.11.6.  Accuracy of Reports.  The Biweekly  Reports,
         Monthly Reports, Borrowing Base Certificates and the Other Reports will
         be  true  and  correct  in all  respects.  Borrower  acknowledges  DFS'
         reliance  on the  truthfulness  and  accuracy of each  Monthly  Report,
         Borrowing Base Certificate and the Other Reports.

         Section  2.12.  Establishment  of  Reserves.  (a)  Notwithstanding  the
foregoing  provisions  of Section  2.3,  DFS shall  have the right to  establish
reserves  against the value of any or all  Collateral in such amounts,  and with
respect to such matters, as DFS shall deem necessary or appropriate, against the
amount of Revolving  Credit Loans which  Borrower may  otherwise  request  under
Section  2.3,  including,   without  limitation,   with  respect  to  (i)  price


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adjustments, damages, unearned discounts, returned products or other matters for
which credit memoranda are issued in the ordinary course of Borrower's business;
(ii)  shrinkage,  spoilage  and  obsolescence  of  Inventory;  (iii) slow moving
Inventory; (iv) other sums chargeable against Borrower as Revolving Credit Loans
under  any  section  of this  Agreement;  and (v) such  other  matters,  events,
conditions  or  contingencies  as to which DFS, in its sole,  reasonable  credit
judgment determines reserves should be established from time to time hereunder.

         (b) In the event that DFS  establishes  any  reserves  pursuant  to the
         foregoing paragraph which would have the effect of reducing the advance
         rate on any  Collateral  from those set forth in Section 2.3, as it may
         be amended from time to time by  agreement  of Borrower  and DFS,  then
         Borrower may inquire whether any other financing source may finance the
         affected  Collateral  at a  higher  advance  rate,  and  DFS may in its
         discretion  (but shall not be  required  to) allow  Borrower to finance
         such  Collateral  with such other  financing  source  without  Borrower
         paying DFS any penalty or any early termination fee.

         Section 2.13.  Collections.  Borrower will, as long as any Loans remain
outstanding,  notify all Account Debtors to remit all collections on Accounts to
a bank account or bank accounts designated by DFS ("Lockbox"). All funds in such
bank accounts may be used by Borrower  until an Unmatured  Default occurs or any
other Default occurs and is not cured within the applicable curing period. After
an Unmatured  Default occurs or any other Default occurs and is not cured within
the applicable  curing  period,  at the discretion of DFS all funds in such bank
accounts may immediately  become the property of DFS.  Borrower shall obtain the
agreement of such banks to acknowledge that DFS has been granted sole control of
such  Lockbox and to waive any offset  rights  against  the funds so  deposited.
Until  delivery to such bank  account(s),  Borrower  will keep such  remittances
separate  and  apart  from  Borrower's  own funds so that  they are  capable  of
identification. Upon the occurrence of an Unmatured Default or the occurrence of
any other Default which is not cured within the applicable  curing  period,  all
such funds not immediately deposited into such bank account(s) will also be held
in trust for DFS. Upon the  occurrence of an Unmatured  Default or following any
other Default which is not cured within the applicable curing period, unless and
until DFS' notifies Borrower,  such bank(s) and Account Debtors to the contrary,
DFS may: (i) notify such bank(s) to only process withdrawals, checks, drafts and
other  transfers  requested  by DFS,  and (ii) notify any Account  Debtor of the
assignment of Accounts and collect the same. All proceeds  received or collected
by DFS with respect to Accounts,  and reserves and other property of Borrower in
possession  of DFS at any time or times  hereafter,  may be held by DFS  without
interest to Borrower until all Obligations are paid in full or applied by DFS on
account of the  Obligations.  DFS may release to Borrower  such portions of such
reserves and proceeds as DFS may determine.

         Section 2.14. Advancements. If Borrower fails to (a) perform any of the
affirmative  covenants  contained herein, (b) protect or preserve the Collateral
or (c) protect or  preserve  the status and  priority of the Liens and  security
interest  of DFS in the  Collateral,  DFS may make  advances  to  perform  those
obligations.  DFS will use reasonable  efforts to give Borrower  notice prior to
making  such  advancement.  All sums so advanced  will be due and  payable  upon
demand and will  immediately  upon  advancement  become  secured by the security
interests  created  by this  Agreement  and will be  subject  to the  terms  and
provisions of this Agreement and all of the Loan Documents. DFS may add all sums
so advanced,  plus any reasonable  expenses or costs incurred by DFS,  including

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          Confidential portions of this document have been redacted and
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reasonable  attorney's  fees, as  outstanding  Loans as DFS may designate in its
sole discretion. The provisions of this Section will not be construed to prevent
the  institution of rights and remedies of DFS upon the occurrence of a Default.
Any  provisions  in  this  Agreement  to  the  contrary   notwithstanding,   the
authorizations  contained in this Section will impose no duty or  obligation  on
DFS to perform any action or make any  advancement on behalf of Borrower and are
for the sole benefit and protection of DFS.

         Section 2.15.  Continuing  Requirements  - Accounts.  Borrower will not
permit or agree to any  extension  in excess of sixty (60) days,  compromise  or
settle  or make any  change to any  Account  except  in the  ordinary  course of
business.  Upon the  occurrence  of an Unmatured  Default or following any other
Default which is not cured within the applicable  curing period,  Borrower will:
(a) if from time to time  required  by DFS,  immediately  upon  their  creation,
deliver to DFS  reprints  of all  invoices,  delivery  evidences  and other such
documents  relating  to each  Account;  (b) affix  appropriate  endorsements  or
assignments  upon all such items of payment and proceeds so that the same may be
properly deposited by DFS to DFS' account; (c) immediately notify DFS in writing
which Accounts may be deemed Ineligible Accounts; and (d) mark all chattel paper
and instruments now owned or hereafter  acquired by it to show that the same are
subject to DFS'  security  interest  and  immediately  thereafter  deliver  such
chattel  paper  and  instruments  to  DFS  with  appropriate   endorsements  and
assignments to DFS.

Section 3. TERM OF AGREEMENT

         Section 3.1. Termination.  DFS may terminate this Agreement at any time
by written  notice to  Borrower  as  follows:  (a) if Borrower is not in default
hereunder,  90 days prior notice of  termination  is reasonable  and  sufficient
(although this provision shall not be construed to mean that shorter periods may
not, in particular circumstances,  also be reasonable and sufficient); or (b) is
in default hereunder, no prior notice of termination is required. This Agreement
will continue in full force and effect and be  non-cancelable  by Borrower until
January 31, 2003.

         Section  3.1.1.  Early  Termination.  Notwithstanding  anything in this
Section 3 to the contrary  Borrower may terminate this  Agreement  prior to such
date if Borrower: (a) gives DFS at least 90 days written notice to DFS; (b) pays
to DFS all Obligations; and (c) pays to DFS an amount equal to *** .

                  No  such  early  termination  fee  will  be  payable  if  this
         Agreement is terminated: (1) at the request of the Borrower at any time
         after  November 1, 2002 or (2) due to any Default  other than a payment
         default under Sections 11.1.1 - 11.1.4 hereof, or a financial  covenant
         default under Section 11.1.8 hereof.  However, such fee will be payable
         by  Borrower if this  Agreement  is  terminated  on account of Borrower
         taking any action(s), or failing to take any action(s),  which Borrower
         knew or reasonably should have known at the time that such action(s) or
         inaction  would  directly  or  indirectly  cause or result in a Default
         pursuant to any of Sections  11.1.1 - 11.1.4 or 11.1.8  hereof,  unless
         DFS  agrees to waive such fee.  Termination  on any date other than the
         anniversary  date will not entitle Borrower to a refund of any fee. DFS
         shall be entitled to payment of all fees upon Default by Borrower which
         would have been payable during the original term of this Agreement,  or

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          Confidential portions of this document have been redacted and
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         any  extension  thereof,  but for  such  early  termination  (provided,
         however,  that if DFS is paid in full audit and appraisal  fees will be
         waived for audits and appraisal not then begun). These accelerated fees
         represent  liquidated  damages and are not a penalty.  Any such written
         notice  of  termination  delivered  by  Borrower  and to DFS  shall  be
         irrevocable.  Notwithstanding anything in Sections 2.2.1 or 2.12 to the
         contrary,  it is understood  that Borrower may elect to terminate  this
         Agreement in its entirety  only, no section or lending  facility may be
         terminated singly.

         Section 3.2. Effect of Termination.  Borrower will not be relieved from
any  Obligations to DFS arising out of DFS' advances or commitments  made before
the effective  termination  date of this  Agreement.  DFS will retain all of its
rights,  interests  and  remedies  hereunder  until  Borrower  has  paid  all of
Borrower's  Obligations to DFS. All waivers set forth within this Agreement will
survive any termination of this Agreement.

Section 4. BORROWING AND REPAYMENT PROCEDURES

         Section 4.1. Borrowing Procedures.

                  Section  4.1.1.  Generally.  A request for a Revolving  Credit
         Loan  shall be made,  or shall be deemed to be made,  in the  following
         manner:  (a) Borrower may give DFS written  notice of its  intention to
         borrow,  in which  notice  Borrower  shall  specify  the  amount of the
         proposed  borrowing and the proposed  borrowing  date; (b) the becoming
         due of any amount  required to be paid under this Agreement as interest
         shall be deemed irrevocably to be a request for a Revolving Credit Loan
         on the due date in the amount  required to pay such  interest;  and (c)
         the becoming due of any other Obligations  shall be deemed  irrevocably
         to be a  request  for a  Revolving  Credit  Loan on the due date in the
         amount then so due. For purposes of subpart (a) above,  Borrower agrees
         that DFS may rely and act upon any request for a Revolving  Credit Loan
         from any  individual  who  DFS,  absent  gross  negligence  or  willful
         misconduct,  believes to be a representative of Borrower. Borrower will
         monitor the Borrowing Base and submit to DFS an updated  Borrowing Base
         Certificate  if the  Borrowing  Base  does  not  equal  or  exceed  the
         Revolving Credit Loan request.

                  Section  4.1.2.  Conditions  Precedent  to Each Loan.  Without
         limiting the  applicability  of the  conditions  precedent set forth in
         Section 6 below to DFS'  obligation to make any Loan, the obligation of
         DFS to make  any  Loan  shall  be  subject  to the  further  conditions
         precedent that, on the date of each such Loan:

                           Section  4.1.2.1.  The following  statements shall be
                  true:  (a) the  representations  and  warranties  contained in
                  Section  7 hereof  are  materially  correct  (except  that the
                  representations and warranties contained in Section 7.5, Title
                  to Collateral,  Section 7.7, Subsidiaries,  Section 7.9, Place
                  of Business,  Section 7.17,  Location of  Collateral,  Section
                  7.20,  Solvency,  and Section  7.23,  Reaffirmation,  shall be
                  absolutely  true  and  correct)  on and as of the date of such


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                  Loan as  though  made on and as of such  date,  and (b)  there
                  exists no Default or Unmatured Default,  nor would any Default
                  or any  Unmatured  Default  result from the making of the Loan
                  requested by Borrower;

                           Section 4.1.2.2.  Borrower shall have signed and sent
                  to DFS, if DFS so  requests,  a request for  advance,  setting
                  forth in  writing  the  amount of the  Revolving  Credit  Loan
                  requested;  provided,  however,  that the foregoing  condition
                  precedent shall not prevent DFS, if it so elects,  in its sole
                  discretion,  from making a Revolving  Credit Loan  pursuant to
                  Borrower's non-written request therefor;

                           Section  4.1.2.3.  DFS shall have received such other
                  approvals, opinions or documents as it may reasonably request.

                  Borrower agrees that the making of a request by Borrower for a
                  Loan,  shall  constitute a  certification  by Borrower and the
                  Person(s)    executing   or   giving   the   same   that   all
                  representations  and warranties of Borrower herein (other than
                  under Sections 7.5, 7.7, 7.9, 7.17, 7.20, and 7.23 which shall
                  be absolutely  true and correct) are materially true as of the
                  date thereof and that all required material  conditions to the
                  making of the Loan have been met.

         Section 4.2. All Loans One  Obligation.  All Obligations of Borrower to
DFS under this Agreement and all other agreements between Borrower and DFS shall
constitute  one  obligation to DFS secured by the security  interest  granted in
this Agreement, and by all other Liens heretofore,  now, or at any time or times
hereafter  granted  by  Borrower.  All of the  rights  of DFS set  forth in this
Agreement shall apply to any modification of or supplement to this Agreement, or
Exhibits hereto, unless otherwise agreed in writing.

         Section  4.3.  Payments of  Principal  and  Interest.  All payments and
amounts due hereunder by Borrower shall be made or be payable without set-off or
counterclaim  and  shall  be  made  to  DFS  on the  date  due at its  office(s)
responsible  for  Borrower's  account,  or at such  other  place  which  DFS may
reasonably  designate  to Borrower in writing.  Whenever  any payment to be made
hereunder  shall be stated to be due on a date other than a Business  Day,  such
payment may be made on the next  succeeding  Business Day, and such extension of
time shall be included in the computation of payment of interest or any fees and
shall not result in a late payment fee.

         Section 4.4.  Collection  Days.  All payments and all amounts  received
hereunder  will be  credited  by DFS to  Borrower's  account (a) on the day good
funds are  received  by Fed Wire  transfer or ACH or (b) two (2)  Business  Days
after deposit of a paper check into DFS' bank account.

Section 5. SECURITY FOR THE OBLIGATIONS

         Section 5.1.  Grant of Security  Interest.  To secure payment of all of
Borrower's current and future  Obligations and to secure Borrower's  performance
of all of the  provisions  under this  Agreement  and the other Loan  Documents,
Borrower grants DFS a security interest in all of Borrower's  personal property,
including, without limitation, all inventory,  accounts, tangible and electronic
chattel paper, instruments,  investment property,  deposit accounts,  documents,
letter  of  credit  rights  and  other   supporting   obligations   and  general
intangibles;  all whether now owned or hereafter  acquired and wherever located,

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          Confidential portions of this document have been redacted and
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all  attachments,   accessories,   accessions,  parts,  returns,  repossessions,
exchanges, substitutions and replacements thereto, and all proceeds thereof. All
such assets are collectively  referred to herein as the  "Collateral."  All such
terms for which meanings are provided in the Uniform  Commercial Code as amended
from time to time in the  applicable  state are used herein with such  meanings.
All Collateral  financed by DFS or against which DFS has loaned monies,  and all
proceeds thereof,  will be held in trust by Borrower for DFS, with such proceeds
being payable in accordance  with this  Agreement.  Borrower  covenants with DFS
that DFS may realize upon all or part of any  Collateral in any order it desires
and any  realization by any means upon any Collateral  will not bar  realization
upon any other Collateral.  Borrower's  liability under this Agreement is direct
and  unconditional  and will not be affected by the release or  nonperfection of
any security interest granted hereunder.

         Section 5.2. Future Advances.  DFS' security interests shall secure all
current  and all  future  advances  to  Borrower  made  by DFS  under  the  Loan
Documents.

         Section 5.3. Financing  Statements.  Borrower shall execute and deliver
to DFS for the benefit of DFS such financing  statements,  certificates of title
and original documents as may be reasonably required by DFS with respect to DFS'
security interests.  Section 5.4. Further Assurances.  Borrower will execute and
deliver  to DFS,  at such  time or  times  as DFS  may  request,  all  financing
statements, security agreements, assignments, certificates, affidavits, reports,
schedules,  and other  documents and  instruments  that DFS may reasonably  deem
necessary  to perfect and  maintain  perfected  DFS'  security  interests in the
Collateral and to fully consummate the transactions  contemplated under all Loan
Documents.  All  reasonable  filing,  recording  or  registration  fees shall be
payable by Borrower.

Section 6. CONDITIONS PRECEDENT

         All  duties  and  obligations  of DFS under the Loan  Documents  on the
Effective Date, are specifically subject to the full satisfaction by Borrower of
the  conditions  precedent set forth below.  All duties and  obligations  of DFS
under the Loan  Documents  during the term of this  Agreement  are  specifically
subject to the full and continued satisfaction by Borrower of the conditions set
forth in Sections 6.1.2, 6.1.3, 6.1.4, 6.1.5 and 6.1.10.

         Section 6.1.  Conditions  Precedent.  The following  conditions must be
satisfied  as of the date DFS  makes its  first  advance  of funds to or for the
benefit of Borrower under this Agreement ("First Funding Date"):

                  Section 6.1.1. DFS' Counsel.  DFS' counsel must approve of all
         matters  pertaining  to (a)  title  to the  Collateral;  (b) the  form,
         substance  and due  execution  of all Loan  Documents;  (c)  Borrower's
         organizational  documents;  and (d) all other legal matters,  including
         the application of any laws relating to usury.

                  Section 6.1.2. No Material Adverse Change. There must not have
         been any Material  Adverse Change,  between  September 30, 1998 and the
         First  Funding  Date, or between the First Funding Date and the date on

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          Confidential portions of this document have been redacted and
                     filed separately with the Commission.


         which any subsequent advance is made in the condition of Borrower,  the
         condition of the Business,  the value and condition of the  Collateral,
         the structure of Borrower other than as contemplated  herein, or in the
         financial information, audits and the like obtained by DFS.

                  Section  6.1.3.  Perfected  Liens.  DFS shall have a perfected
         first  priority  Lien and  security  interest in (a) all  Inventory  of
         Borrower,  (b) all  Proceeds  of such  Inventory  and all  Accounts  of
         Borrower, subject only to the Permitted Liens.

                  Section  6.1.4.  Insurance.  Borrower  shall  provide DFS with
         certificates  of insurance  evidencing  that  Borrower has obtained the
         insurance as required in Section 8.1.2.


                  Section 6.1.5. Laws. Borrower and its Subsidiaries shall be in
         compliance  with  all  applicable  laws and  governmental  regulations,
         including,  but not limited to, all Environmental  Laws, the failure to
         comply with which would have a material adverse change on Borrower, its
         Subsidiaries or the Business.

                  Section  6.1.6.   Other   Documents.   Such  other  documents,
         guaranties,  certificates,  submissions,  insurance  policies and other
         matters as  reasonably  requested  by DFS  relating to the  transaction
         herein contemplated.

                  Section  6.1.7.  Officer's  Certificate.  In the form attached
         hereto as Exhibit 6.1.7 compliance with all of the terms and conditions
         in the Loan Documents.

                  Section 6.1.8. Pre-closing Expenses. Borrower shall pay to DFS
         all reasonable fees and expenses required under this Agreement that are
         due on or before the Effective Date, if any.

                  Section 6.1.9.  Pre-closing Reviews. DFS must complete reviews
         with satisfactory results of Borrower's Inventory and Accounts.


                  Section 6.1.10. ***

Section 7. REPRESENTATIONS AND WARRANTIES

         To  induce  DFS to  enter  into  this  Agreement,  Borrower  makes  the
representations and warranties set forth below, all of which will remain true in
all material respects during the term of this Agreement.  Borrower  acknowledges
DFS' justifiable right to rely upon the representations and warranties set forth
below.

         Section  7.1.  Financial   Statements.   Borrower's  audited  financial
statements  as of September  30, 2000,  1999,  1998,  and September 30, 1997 and
Borrower's  unaudited  financial  statement as of June 30, 2001, copies of which
have been  previously  submitted to DFS, have been  prepared in conformity  with
GAAP and present fairly the financial condition of Borrower and its consolidated
Subsidiaries  as at such  dates  and the  results  of their  operations  for the
periods then ended.  Borrower  warrants and represents to DFS that all financial
statements and information relating to Borrower or any Guarantor which have been
or may  hereafter be delivered by Borrower or any Guarantor are true and correct

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                        Confidential Treatment Requested.
          Confidential portions of this document have been redacted and
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and have been and will be prepared in accordance  with GAAP and, with respect to
such previously delivered statements or information,  there has been no material
adverse  change in the  financial  or  business  condition  of  Borrower  or any
Guarantor since the submission to DFS, either as of the date of delivery, or, if
different,  the date specified therein, and Borrower  acknowledges DFS' reliance
thereon.

                  Section  7.1.1.   September  30,  2001  Financial  Statements.
         Borrower's  audited financial  statements as of September 30, 2001 will
         not differ in any material  respected  from the  preliminary  financial
         statements presented to Transamerica Commercial Finance Corporation and
         DFS on November 21, 2001.

         Section 7.2. Non-Existence of Defaults. Neither Borrower nor any of its
Subsidiaries  is in default with respect to any material  amount of its existing
Debt,  including  the  Subordinated  Debt.  The making and  performance  of this
Agreement  and all  other  Loan  Documents,  will not  immediately,  or with the
passage of time,  the giving of notice,  or both:  (a) violate the provisions of
the bylaws or any other corporate document of Borrower;  (b) violate any laws to
the best of  Borrower's  knowledge  after  diligent  inquiry;  (c)  result  in a
material default under any contract,  agreement, or instrument to which Borrower
is a party or by which Borrower or its  properties  are bound;  or (d) result in
the creation or imposition of any security  interest in, or Lien or  encumbrance
upon, any of the Collateral except the Permitted Liens.

         Section 7.3.  Litigation.  Except as Set forth on Exhibit 7.3 there are
no additional actions,  suits,  investigations or proceedings pending or, in the
knowledge of Borrower,  threatened  against Borrower or any of its Subsidiaries,
arising  between  January  31,  2000 and of the date  hereof in which there is a
reasonable  probability  of an  adverse  decision  which  would  materially  and
adversely affect Borrower, the Business, or the Collateral.

         Section 7.4. No Material Adverse Changes.  Borrower does not know of or
expect any Material  Adverse Change in the Business,  or in Borrower's or any of
the Subsidiaries' assets,  liabilities,  properties, or condition,  financial or
otherwise,  including  changes in Borrower's  financial  condition  prior to and
inclusive  of the earlier of (a) the latest  proposal or terms sheet or (b) DFS'
last audit prior to the Effective Date, or (c) Borrower's  preliminary September
30, 2001  financial  statements  presented to  Transamerica  Commercial  Finance
Corporation and DFS on November 21, 2001.

         Section 7.5. Title to  Collateral.  Except as set forth on Exhibit 7.5,
Borrower has good and marketable title to all of the Collateral,  free and clear
of any and all Liens, claims and encumbrances, other than the Permitted Liens.

         Section 7.6. Corporate Status. Borrower and each of the Subsidiaries is
a  corporation  duly  organized and validly  existing,  in good  standing,  with
perpetual corporate existence,  under the laws of their respective jurisdictions
of  formation.  Borrower  and its  Subsidiaries  have the  corporate  power  and
authority to own their properties and to transact the Business in which they are
engaged and presently  propose to engage.  Borrower and each  Subsidiary is duly
qualified as a foreign  corporation and in good standing in all states where the

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          Confidential portions of this document have been redacted and
                     filed separately with the Commission.


nature of their Business or the ownership or use of their property requires such
qualification,  and where  failure to so qualify  would have a material  adverse
change on its Business, operations or financial condition.

         Section 7.7.  Subsidiaries.  Except as set forth on Exhibit 7.7 hereto,
there are no  additional  Subsidiaries  as of the date  hereof  which  have been
formed or acquired since January 31, 2000.

         Section 7.8. Power and Authority.  Borrower has the corporate  power to
borrow and to  execute,  deliver and carry out the terms and  provisions  of the
Loan Documents. Borrower has taken or caused to be taken all necessary corporate
action to authorize the  execution,  delivery and  performance of this Agreement
and all other Loan Documents and the borrowing thereunder.

         Section 7.9.  Principal Place of Business.  Except as set forth on Each
Borrower's  chief executive office and principal place of business is located at
the address set forth on original Exhibit 7.9 as of January 31, 2000. Borrower's
records  concerning the Collateral are kept at such chief executive  office,  or
will be kept at such other place that  Borrower  informs DFS of not less than 30
days in advance of relocation.

         Section 7.10.  Enforceability of the Loan Documents. The Loan Documents
executed by Borrower are the valid and binding  obligations  of Borrower and are
enforceable  against Borrower in accordance with their terms,  except as limited
by bankruptcy,  insolvency, or other laws of general application relating to the
enforcement of creditors' rights.

         Section  7.11.  Taxes.  Except  as set  forth  on  Exhibit  7.11,  Each
Borrower's  federal tax  identification  number  remains the same as of the date
hereof as was represented to DFS on the original  Exhibit 7.11 as of January 31,
2000. Borrower has: (a) filed all federal, state and local tax returns and other
reports  that it is required  by law to file,  (b) paid or caused to be paid all
taxes,  assessments and other governmental charges that are due and payable, the
failure of which to pay would have a material  adverse  change on the  Business,
except those contested in good faith and in accordance with accepted procedures,
and for which adequate  reserves have been  established in accordance with GAAP,
and (c) made adequate  provision for the payment of such taxes,  assessments  or
other  charges  accruing but not yet  payable.  Borrower has no knowledge of any
deficiency or additional  assessment in a material amount in connection with any
taxes, assessments or charges.

         Section  7.12.  Compliance  with  Laws.  Borrower,  to the  best of its
knowledge after diligent inquiry, has complied,  and shall cause each Subsidiary
to comply,  in all material  respects with all  applicable  laws,  including any
Environmental  Laws and any zoning laws,  the failure to comply with which would
have a material  adverse  change on Borrower  individually,  or Borrower and its
Subsidiaries on a consolidated basis.

         Section 7.13. Consents. Borrower and the Subsidiaries have obtained all
material consents, permits, licenses, approvals or authorization of, or effected
the filing, registration or qualification with, any governmental entity which is
required  to be  obtained  or  effected  by  Borrower  and the  Subsidiaries  in
connection with the Business or the execution and delivery of this Agreement and

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                        Confidential Treatment Requested.
          Confidential portions of this document have been redacted and
                     filed separately with the Commission.


the other Loan  Documents  the failure of which to obtain or effect would have a
material  adverse  change  on  Borrower  individually,  or on  Borrower  and its
Subsidiaries on a consolidated basis.

         Section 7.14.  Purpose.  Borrower will use the advances which DFS makes
under the Credit Facility solely for lawful purposes and as described in Section
2 hereof.


         Section 7.15.  Condition of the Business.  All material  assets used in
the conduct of the Business are in good  operating  condition and repair and are
fully usable in the ordinary course thereof, reasonable wear and tear excepted.

         Section 7.16. Capital.  All issued shares and all outstanding shares in
the  Subsidiaries  as reflected in Borrower's  financial  statements are validly
issued  pursuant  to  proper  authorization  of the board of  directors  of such
Subsidiary,  and  are  fully  paid,  and  non-assessable.   All  Borrower's  and
Subsidiary's  issued  shares and  outstanding  capital  stock are fully paid and
non-assessable.

         Section 7.17.  Location of  Collateral.  Except as set forth on Exhibit
7.17,  the locations  where any of the Collateral is located or stored as of the
date hereof has not changed  from the  original  Exhibit  7.17 as of January 31,
2002.

         Section  7.18.  Real  Property.  Except as set forth on  Exhibit  7.18,
neither Borrower nor any Subsidiary own or lease any real property,  in addition
to that real estate  represented on the original  Exhibit 7.18 as of January 31,
2000.

         Section 7.19. Warranties and Representations-Accounts. For each Account
listed by Borrower on any  Borrowing  Base  Certificate,  Borrower  warrants and
represents  to DFS that at all  times:  (a) such  Account is  genuine;  (b) such
Account is not evidenced by a judgment or promissory note or similar  instrument
or agreement; (c) to the best of Borrower's knowledge, it represents a bona fide
transaction  completed in accordance with the terms of the invoices and purchase
orders relating thereto; (d) to the best of Borrower's knowledge, the goods sold
or services  rendered  which  resulted in the creation of such Account have been
delivered or rendered to and not rejected by the Account Debtor; (e) the amounts
shown on the Borrowing Base  Certificate,  Borrower's  books and records and all
invoices  and  statements  delivered  to DFS with  respect  thereto are owing to
Borrower  and are not  contingent;  (f) no  payments  have  been or will be made
thereon  except  payments  deposited  into  the  Lockbox;  (g)  to the  best  of
Borrower's knowledge,  there are no offsets,  counterclaims or disputes existing
or asserted with respect  thereto and Borrower has not made any  agreement  with
the Account  Debtor for any deduction or discount of the sum payable  thereunder
except  regular  discounts  allowed by  Borrower in the  ordinary  course of its
business for prompt payment; (h) to the best of Borrower's knowledge,  there are
no facts or  events  which in any way  impair  the  validity  or  enforceability
thereof or reduce the amount  payable  thereunder  from the amount  shown on the
Borrowing Base  Certificate,  Borrower's  books and records and the invoices and
statements  delivered to DFS with respect thereto; (i) to the best of Borrower's
knowledge,  all persons  acting on behalf of the Account Debtor thereon have the
authority to bind the Account Debtor;  (j) the Accounts  arising from goods sold
or  transferred  giving  rise  thereto  are  not  subject  to any  Lien,  claim,

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encumbrance  or security  interest  which is  superior to that of DFS;  (k) such
Account is subject to DFS' perfected,  first priority  security  interest and no
other Lien other than a  Permitted  Lien;  and (l) there are no  proceedings  or
actions known to Borrower  which are  threatened or pending  against the Account
Debtor thereon which might result in any material adverse change in such Account
Debtor's financial condition.

         Section 7.20.  Solvency.  The Borrower and each of the Subsidiaries now
has capital sufficient to carry on its respective  business and transactions and
all business and  transactions in which it is about to engage and is now solvent
and able to pay its  respective  debts as they mature,  and Borrower and each of
the  Subsidiaries  now owns  property  having a value,  greater  than the amount
required to pay Borrower's or such Subsidiary's debts.

         Section 7.21. Business Locations; Agent for Process. Except as shown on
Exhibit 7.21,  Borrower has no office or place of business  located in any state
or county other than as shown on original Exhibit 7.17 as of January 31, 2000.

         Section 7.22.  Warranties and  Representations-Inventory  & Parts.  For
each item of  Inventory  and Parts  listed by  Borrower  on any  Borrowing  Base
Certificate,  Borrower  covenants,  warrants and  represents  to DFS that at all
times:  (a) except for rental  Inventory  and  Inventory  on  exhibition  and/or
demonstration  to buyers or  lessees in the  ordinary  course of  business,  all
Inventory  and Parts  will be kept only at the  locations  indicated  on Exhibit
7.17;  (b)  Borrower  now keeps  and will  keep  correct  and  accurate  records
itemizing and describing the kind,  type,  quality and quantity of Inventory and
Parts,  Borrower's  cost  therefor  and the  selling  price  thereof,  the daily
withdrawals  therefrom and the additions thereto; (c) Parts and Inventory not on
rent are not and will not be stored with a bailee,  repairman,  warehouseman  or
similar  party  without  DFS'  prior  written   consent,   and  Borrower   will,
concurrently  with  delivery  to such  party,  cause any such party to issue and
deliver to DFS, in form  acceptable  to DFS,  warehouse  receipts,  in DFS' name
evidencing   the  storage  of  such   Inventory   and  parts,   and  waivers  of
warehouseman's  liens in favor of DFS; (d) Borrower  will pay all taxes,  rents,
business  taxes,  and the like on the premises where the Inventory and Parts are
located; and (e) Borrower will not lend, demonstrate,  pledge, consign, transfer
or secrete any of the  Inventory  or Parts or use any of the  Inventory or Parts
for any purpose other than exhibition and/or demonstration for sale to buyers or
rental to lessees in the ordinary course of business, without DFS' prior written
consent.

         Section 7.23.  Reaffirmation.  Each request for a Loan made by Borrower
pursuant to this Agreement or any of the other Loan Documents  shall  constitute
(a) an automatic  representation and warranty by Borrower to DFS that there does
not then exist any Default or any Unmatured Default,  and (b) a reaffirmation as
of the date of said  request of all of the  representations  and  warranties  of
Borrower contained in this Agreement and the other Loan Documents.

         Section 7.24.  Survival of  Representations  and  Warranties.  Borrower
covenants,   warrants  and  represents  to  DFS  that  all  representations  and
warranties  of Borrower  contained  in this  Agreement  or any of the other Loan
Documents shall be materially  true at the time of Borrower's  execution of this
Agreement  and the other  Loan  Documents,  and  shall  survive  the  execution,
delivery and acceptance  thereof by DFS and the parties  thereto and the closing
of the transactions described therein or related thereto.

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Section 8. BORROWER'S COVENANTS

         Section 8.1. Affirmative  Covenants.  During the term of this Agreement
and  thereafter  for so long as any  Obligations  are  outstanding  and  unpaid,
Borrower  covenants  that unless  otherwise  consented to by DFS in writing,  it
shall perform all the acts and promises  required by this  Agreement and all the
acts and promises set forth below.

                  Section 8.1.1. Payment and Performance.  Borrower will pay and
         perform all Obligations in full when and as due hereunder.

                  Section 8.1.2. Insurance.

                           Section 8.1.2.1. Type of Insurance.  Borrower will at
                  all times cause the Business and the  Collateral to be insured
                  by insurers of reasonable financial soundness and having an A.
                  M. Best  rating of A or better,  with such  policies,  against
                  such  risks  and  in  such  amounts  as  are  appropriate  for
                  reasonably  prudent  businesses in Borrower's  industry and of
                  Borrower's size and financial strength.

                           Section   8.1.2.2.   Requirements   as  to  Insurance
                  Policies. The policies of insurance which Borrower is required
                  to carry shall comply with the requirements listed below:

                           (a) Each such policy shall provide that it may not be
                  canceled  or  allowed  to lapse at the end of a policy  period
                  without at least 30 days' prior written notice to DFS;

                           (b) Each  property  insurance  policy  shall  contain
                  lender's  loss  payable   endorsements   satisfactory  to  DFS
                  providing,  among other things, that any loss shall be payable
                  in  accordance  with the terms of such policy  notwithstanding
                  any act of Borrower which might otherwise result in forfeiture
                  of such  insurance and shall also be evidenced by an Accord 27
                  Evidence of Property Insurance;

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                           Section 8.1.2.3.  Collection of Claims. Borrower will
                  promptly  advise  DFS of any  insured  casualty  and  Borrower
                  agrees that DFS may direct all insurance proceeds therefrom to
                  be paid  directly  to DFS to the extent  that such loss is not
                  adequately  insured under an insurance  policy which names DFS
                  as a loss payee, and hereby appoints DFS its  attorney-in-fact
                  for such purpose.

                           Section  8.1.2.4.  Blanket  Policies.  Any  insurance
                  required  hereunder  may be  supplied by means of a blanket or
                  umbrella insurance policy.

                           Section 8.1.2.5. Delivery of Policies or Certificates
                  of Insurance.  Borrower shall deliver to DFS  certificates  of
                  insurance  issued by insurers to evidence  that the  insurance
                  maintained  by  Borrower   complies   with  the   requirements
                  hereunder.

                  Section 8.1.3.  Collection of Receivables;  Sale of Inventory.
         Borrower will collect its Accounts and sell its  Inventory  only in the
         ordinary course of business,  unless written permission to the contrary
         is obtained from DFS.

                  Section 8.1.4. Notice of Litigation and Proceedings.  Borrower
         will  give  prompt  notice  to DFS of:  (a) any  actual  or  threatened
         litigation or proceeding  (including  fines and penalties of any public
         authority) in which it or any of the  Subsidiaries  is a party in which
         there is a reasonable  probability  of an adverse  decision which would
         require it or any of the Subsidiaries to pay money or deliver assets in
         excess of One Million Dollars ($1,000,000), whether or not the claim is
         considered to be covered by insurance;  (b) any class action litigation
         against it,  regardless of size;  and (c) the  institution of any other
         suit or proceeding  that might  materially and adversely  affect its or
         any of its Subsidiary's  operations,  financial condition,  property or
         the Business.

                  Section  8.1.5.  Payment  of Debt to Third  Persons.  Borrower
         will, and will cause each  Subsidiary to, pay, within 30 days after due
         date, all Debt and any other  liability due third persons,  except when
         the amount  thereof  is being  contested  in good faith by  appropriate
         proceedings and with adequate reserves therefor in accordance with GAAP
         being set aside by Borrower or such Subsidiary.

                  Section 8.1.6. Notice of Change of Business Location. Borrower
         will  notify  DFS  30  days  in  advance  of:  (a)  any  change  in  or
         discontinuation of the location of the Collateral, Borrower's principal
         place of  business,  or any of the  Subsidiaries'  existing  offices or
         places of business, (b) the establishment of any new places of business
         relating  to the  Business,  and (c) any change in or  addition  to the
         locations where Borrower's Inventory or records are kept.

                  Section 8.1.7. Payment of Taxes. Borrower will, and will cause
         each  Subsidiary  to,  pay or cause to be  paid,  when and as due,  all
         taxes,  assessments  and charges or levies imposed upon it or on any of
         its  property or that it is  required  to withhold  and pay over to the
         taxing  authority  or that it must pay on its  income,  the  failure of
         which  to  pay  would  have  a  material  adverse  change  on  Borrower

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         individually,  or on Borrower and the  Subsidiaries  on a  consolidated
         basis, except where contested in good faith by appropriate  proceedings
         with adequate  reserves  therefor in accordance with GAAP,  having been
         set aside by Borrower or such  Subsidiary.  However,  Borrower will and
         will cause each  Subsidiary to, pay or cause to be paid all such taxes,
         assessments,  charges or levies immediately whenever foreclosure of any
         Lien that attaches on the Collateral appears imminent.

                  Section 8.1.8.  Further  Assurances.  Borrower  agrees to, and
         will  cause  each   Subsidiary  to,  execute  such  other  and  further
         documents,  including,  without limitation,  promissory notes, security
         agreements, financing statements, continuation statements, certificates
         of title  on  Inventory,  and the like as may from  time to time in the
         reasonable opinion of DFS be necessary to perfect, confirm,  establish,
         re-establish,  continue, or complete the security interests, collateral
         assignments  and  Liens  in  the  Collateral,   and  the  purposes  and
         intentions of this Agreement.

                  Section 8.1.9.  Maintenance of Status.  Borrower will take all
         necessary steps to (a) preserve its, and each  Subsidiary's,  existence
         as  a  corporation,  (b)  preserve  Borrower's  and  the  Subsidiaries'
         franchises  and  permits,  and (c) comply  with all  present and future
         material agreements to which Borrower,  or any of the Subsidiaries,  is
         subject, and (d) maintain,  and cause each Subsidiary to maintain,  its
         qualification   and  good   standing   in  all  states  in  which  such
         qualification  is  necessary or in which the failure to be so qualified
         might have a material  adverse  change on the  financial  condition  or
         properties  of Borrower or the  Business.  Borrower will not change the
         nature of the Business during the term of this Agreement.

                  Section 8.1.10. Financial Statements;  Reporting Requirements;
         Certification  as to  Events  of  Defaults.  During  the  term  of this
         Agreement, Borrower will furnish to DFS:

                  (a) within 90 days after the end of each fiscal  year,  annual
         financial statements for Borrower and its Subsidiaries as of the end of
         such  fiscal  year,   consisting  of  a  consolidated   balance  sheet,
         consolidated statement of operations,  consolidated  statements of cash
         flows  and   consolidated   statement  of  stockholder's   equity,   in
         comparative  form,  together  with  a  narrative   description  of  the
         financial  condition  and results of  operations  and the liquidity and
         capital resources of Borrower and setting forth in comparative form the
         corresponding  figures for the corresponding period of the prior fiscal
         year and the  corresponding  figures  from the  most  recent  financial
         projections  of Borrower,  discussing  the reasons for any  significant
         variations.  The  statements  and  balance  sheet will be  prepared  in
         accordance  with GAAP and audited by an  independent  firm of certified
         public  accountants  selected by Borrower and reasonably  acceptable to
         DFS.

                  (b)  within  45 days  after  the end of each  fiscal  quarter,
         financial statements for Borrower and its Subsidiaries as of the end of
         such fiscal  quarter,  consisting of a  consolidated  balance sheet and
         consolidated statement of operations, in comparative form setting forth
         the  corresponding  figures  for the  corresponding  period of the same

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         fiscal  quarter from the prior fiscal year.  The statements and balance
         sheet will be prepared in accordance with GAAP.

                  (c) by the 45th day after the end of each  fiscal  quarter,  a
         certificate of the President,  or Chief Financial Officer,  in the form
         of Exhibit  8.1.10(c)  attached  hereto,  of Borrower stating that such
         Person has reviewed the  provisions  of the Loan  Documents  and that a
         review of the activities of Borrower  during such quarter has been made
         by or  under  such  Person's  supervision  with a view  to  determining
         whether   Borrower  has  observed  and   performed  all  of  Borrower's
         obligations  under the Loan  Documents,  and that,  to the best of such
         Person's knowledge,  information and belief,  Borrower has observed and
         performed  each and every  undertaking  contained in the Loan Documents
         and is not at the time in default in the  observance or  performance of
         any of the terms and  conditions  thereof or, if Borrower will be so in
         default,  specifying  all of such  defaults  and  events of which  such
         Person may have knowledge;

                  (d)  within  20 days  after  the end of each  calendar  month,
         financial statements for Borrower and its Subsidiaries as of the end of
         such calendar  month,  consisting of a  consolidated  balance sheet and
         consolidated statement of operations, in comparative form setting forth
         the  corresponding  figures  for the  corresponding  period of the same
         calendar  month from the prior fiscal year.  The statements and balance
         sheet will be prepared in accordance with GAAP.

                  (e)  within  30 days  after  the end of each  fiscal  year,  a
         detailed budget,  a detailed  projected income statement with cash flow
         projections  and a detailed  projected  balance sheet for the following
         fiscal year;

                  (f)  copies  of  any  and  all  reports,   filings  and  other
         documentation delivered to the Securities and Exchange Commission by or
         on  behalf  of  Borrower  promptly  after  the  delivery  thereof,   if
         applicable; and

                  (g) any other statements, reports and other information as DFS
         may reasonably request concerning the financial condition or operations
         of Borrower and its properties; and

                  (h) an updated business plan and timeline outlining Borrower's
         strategic  objectives  and plan to  improve  Borrower's  profitability,
         including financial  information on each store,  associated  individual
         store performance and planned store closures and  divestitures,  within
         30 days after each request for such information;

                  (i)   Borrower's   Master   Business   Plan,  and  such  other
         information  not included in the Master Business Plan which details the
         availability  associated with Floorplan  Inventory  balances by product
         line by November 30, 2001 and by the last business day of each calendar
         month thereafter commencing in December, 2001.

                  Section 8.1.11. Notice of Existence of Default. Borrower will,
         and will cause its  Subsidiaries  to,  promptly  notify DFS of: (a) the
         existence of any known condition or event,  which constitutes a Default
         or an Unmatured  Default and (b) the actual or threatened  termination,



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         suspension,   lapse  or   relinquishment   of  any  material   license,
         authorization, permit or other right granted Borrower or for Borrower's
         benefit and used in the Business, or granted to any of its Subsidiaries
         or for any  such  Subsidiaries'  benefit,  by any  governmental  agency
         material to the Business.

                  Section 8.1.12.  Compliance with Laws. Borrower will, and will
         cause its  Subsidiaries  to,  comply in all material  respects with all
         applicable laws, rules, regulations and orders.

                  Section  8.1.13.  Maintenance  of  Collateral.  Borrower  will
         maintain all  Collateral  and every part thereof in good  condition and
         repair.  Borrower  will not  permit the value of the  Collateral  to be
         materially  impaired.  Borrower will defend the Collateral  against all
         claims and legal  proceedings by persons other than DFS.  Borrower will
         not transfer the Collateral  from the premises where now located (other
         than  Inventory  sold in the  ordinary  course  of  business  and other
         Collateral  transferred in the ordinary course of business),  or permit
         the  Collateral to become a fixture or accession  (unless so affixed on
         the  Effective  Date) to any goods  which are not items of  Collateral,
         without the prior written approval of DFS.  Borrower will not knowingly
         permit the  Collateral to be used in violation of any  applicable  law,
         regulations, or any policy of insurance. As to Collateral consisting of
         instruments  and chattel  paper,  Borrower will  preserve  rights in it
         against prior parties.

                  Section 8.1.14.  Collateral  Records and Statements.  Borrower
         will keep such  accurate and complete  books and records  pertaining to
         the  Collateral  in such  detail and form as DFS  reasonably  requires,
         including, but not limited to: schedules of inventory; original orders;
         invoices; shipping documents; billing settlements and receivables; sold
         receivables;  Inventory  listing  containing  model,  serial number (if
         available) and location. Other reporting will be available upon request
         by DFS, including,  but not be limited to, listings of accounts payable
         in such form as the DFS' reasonably requires. The statements will be in
         the form and will contain the information as is prescribed by DFS.

                  Section  8.1.15.  Inspection of Collateral.  DFS and any third
         party  appraiser  selected  by  DFS  may  examine  any  or  all  of the
         Collateral at any time,  and from time to time during  normal  business
         hours. DFS and any third party appraiser selected by DFS will have full
         access to, and the right to: (a) review, inspect and make abstracts and
         copies from Borrower's books and records pertaining to the Accounts and
         all other Collateral  (whether or not Borrower has borrowed against the
         Accounts or any such Collateral), and (b) inspect and examine Inventory
         and Parts and check and test the same as to  quality,  quantity,  Value
         and condition, wherever located, at any time during reasonable business
         hours,  and from time to time.  Borrower  will assist DFS and any third
         party appraiser selected by DFS in so doing.

                  Section 8.1.16. Landlord's Agreements. Borrower will cooperate
         with  DFS to  obtain,  on the  Effective  Date,  landlord  waivers  and
         agreements  in a form  acceptable  to DFS with  respect to leased  real
         property and with respect to any future leases,  prior to entering into
         them.

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                  Section 8.1.17.  Subordinated Debt. Borrower will executed all
         documents  (including,   without  limitation,   all  Subordinated  Debt
         Documents) and take all actions  necessary to cause Borrower to receive
         Subordinated Debt in the aggregate amount of *** .

                  Section  8.1.18.  Real Estate Liens in Favor of DFS.  Borrower
         and each  Subsidiary  will  execute or cause to be  executed a 2nd lien
         mortgage, or deed of trust, as applicable, promissory notes in favor of
         DFS as may be required  under  local real  estate law,  and similar and
         related documents  necessary to perfect the lien in favor of DFS on all
         parcels of real estate (collectively  "Mortgages") owned by Borrower or
         any  Subsidiary  by January 31, 2002,  including  cooperating  with DFS
         (with costs to be paid by  Borrower) on all  preliminary  work for such
         Mortgages, whether drafting mortgages, deeds of trust, promissory notes
         and related documents,  obtaining  appraisals,  surveys,  environmental
         site  assessments,  or  otherwise.  Borrower  will  provide  to  DFS by
         December 15, 2001 copies of all current Mortgages for DFS' review. ***

                  Section 8.1.19.  Lockbox.  Borrower will implement the Lockbox
         for the  collection of all Accounts from all Account  Debtors at a bank
         acceptable to DFS, under  documentation  acceptable to DFS, by December
         15, 2001.

Section 9. FINANCIAL COVENANTS.

         Section 9.1. Amounts.

                  Section 9.1.1. Minimum Tangible Net Worth.  Borrower covenants
         that it will maintain a Tangible Net Worth plus Subordinated Debt as of
         the last day of (a) the fiscal quarter ending September 30, 2001 of not
         less than Twenty Two  Million  Dollars  ($22,000,000),  (b) each fiscal
         quarter  ending on or after December 31, 2001 a Tangible Net Worth plus
         Subordinated   Debt  of  not  less  than  Twenty  Six  Million  Dollars
         ($26,000,000),  and (c)  January,  2002 of not less  than  Twenty  Four
         Million Seven Hundred Thousand Dollars ($24,700,000); and

                  Section 9.1.2. Minimum Current Ratio.  Borrower covenants that
         it will maintain as of the last day of each fiscal quarter ending on or
         after  September 30, 2001,  and as of the last day of January,  2002, a
         ratio of Current  Tangible  Assets to current  liabilities  of not less
         than One and One-tenth to One (1.1:1.0); and

                  Section  9.1.3.  Maximum Debt to Tangible Net Worth.  Borrower
         covenants that it will maintain (a) a ratio of Debt minus  Subordinated
         Debt to (b)  Tangible Net Worth plus  Subordinated  Debt as of the last
         day of (i),  and the fiscal  quarters  ending on  September  30,  2001,
         December  31,  2001 and March 31,  2002,  and the last day of  January,
         2002,  of not more  than  Four and  Twenty-five  One-hundredths  to One
         (4.25:1.0),  and (ii) each fiscal  quarter  ending on or after June 30,
         2002 of not more than Three and One-half to One (3.5:1.0); and

                  Section 9.1.4.  Interest  Coverage Ratio.  Borrower  covenants
         that it will maintain an Interest  Coverage  Ratio of not less than the

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         following,  all  as  measured  at  the  end  of  the  relevant  periods
         calculated  for the 12 month  period  ending at the end of the relevant
         period:  (a) One to One  (1.00:1.0)  as of March 31,  2002 and June 30,
         2002;  and (b) One and Twenty  One-hundredths  to One  (1.20:1.0) as of
         September 30, 2002 and at all times thereafter; and

                  Section 9.1.5. Fixed Charge Coverage Ratio. Borrower covenants
         and agrees to maintain a Fixed Charge  Coverage  Ratio of not less than
         the following,  all as measured at the relevant  period,  as calculated
         for the 12 month period ending at the end of the relevant  period:  (a)
         Ninety  One-hundredths  to One (.90:1.0) as of March 31, 2002;  (b) One
         and Five  One-hundredths to One (1.05:1.0) as of June 30, 2002; and (d)
         One and Fifteen  One-hundredths  to One  (1.15:1.0) as of September 30,
         2002 and at all times thereafter.

                  Section 9.1.6.  Maximum Cash Loss.  Borrower covenants that it
         will have a Maximum Cash Loss no greater than Four Million Four Hundred
         Thousand  Dollars  ($4,400,000)  for  (a)  the  fiscal  quarter  ending
         December 31, 2001, and (b) the calendar month ending January 31, 2002.

         Section  9.2.  Certain  Definitions.  As  used in  this  Section  9 and
elsewhere  herein,  the  following  capitalized  terms shall have the  following
meanings:

         "Current Tangible Assets" means Borrower's  current assets less, to the
extent otherwise included therein, all Intangibles.

         "EBITDA" means and includes the net income of Borrower before provision
for income taxes and interest expense (including,  without limitation,  implicit
interest  expense  on  capitalized   leases),   depreciation  and  amortization,
excluding   therefrom  (to  the  extent  included):   (a)  non-operating   gains
(including, without limitation,  extraordinary or nonrecurring gains, gains from
discontinuance  of  operations  and gains  arising from the sale of assets other
than inventory) during the applicable  period;  (b) net earnings of any business
entity in which  Borrower has an ownership  interest  (other than a wholly owned
subsidiary)  unless  such net  earnings  shall have  actually  been  received by
Borrower in the form of cash distributions;  (c) any portion of the net earnings
of any subsidiary  which for any reason is unavailable  for payment of dividends
to  Borrower;  (d) the  earnings  of any entity to which any assets of  Borrower
shall have been sold,  transferred  or disposed of, or into which Borrower shall
have  merged,   or  been  a  party  to  any   consolidation  or  other  form  of
reorganization, prior to the date of such transaction; (e) any gain arising from
the  acquisition of any  securities of Borrower;  and (f)  non-operating  losses
arising from the sale of capital assets during such period.

         "Fixed  Charge  Coverage  Ratio"  means a ratio of (a)  EBITDA  for the
relevant time period to (b) all (i) principal  (including lease  payments),  and
(ii) interest paid or payable on all Debt during such time period.

         "Intangibles"  means and includes general  intangibles (as that term is
defined in the Uniform  Commercial Code);  accounts  receivable and advances due
from officers, directors, member, owner, employees, stockholders and affiliates;

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                        Confidential Treatment Requested.
          Confidential portions of this document have been redacted and
                     filed separately with the Commission.


leasehold  improvements  net  of  depreciation;  licenses;  good  will;  prepaid
expenses;  escrow  deposits;  covenants not to compete;  the excess of cost over
book value of acquired assets;  franchise fees;  organizational  costs;  finance
reserves held for recourse  obligations;  capitalized  research and  development
costs;  and such other similar  items as DFS may from time to time  determine in
DFS' sole discretion.

         "Interest  Coverage Ratio" means a ratio of (a) EBITDA for the relevant
time  period to (b) all  interest  paid or payable on all Debt  during such time
period.

         "Maximum Cash Loss" means (a) for the fiscal  quarter  ending  December
31, 2001, the sum of (i) Borrower's pretax losses for such fiscal quarter,  plus
(ii)  depreciation and amortization for such fiscal quarter ("12/31 Maximum Cash
Loss");  and (b) for the calendar  month ending January 31, 2002, the sum of (i)
the 12/31  Maximum  Cash  Loss,  reduced  by (ii) any  pretax  profits  for such
calendar month, without giving any effect to any pretax losses for such calendar
month.

         "Subordinated Debt" means all of Borrower's Debt to third parties other
than (1) for  financing of Inventory  and  Accounts by  Transamerica  Commercial
Finance  Corporation (or any successor or assignee thereof) other than Inventory
and Accounts financed by DFS, (2) for loans secured by real estate from Hibernia
Bank (or any  successor  or  assignee  thereof),  or (3) for  capital  leases or
sale-leasebacks  of real  estate,  including,  without  limitation,  Debt to (a)
Brunswick Corporation,  its Subsidiaries or divisions, other than unsecured Debt
for the  purchase  of  Inventory  not  financed by DFS (b) any  manufacturer  or
distributor of Inventory now or hereafter sold to Borrower, other than unsecured
Debt for the  purchase  of  Inventory  not  financed by DFS,  (c) any  officers,
directors and shareholders of Borrower,  which is subordinated to the payment of
Borrower's  liabilities  to DFS pursuant to any  Subordinated  Debt Documents in
form and substance satisfactory to DFS.

         "Tangible  Net Worth"  means the book value of  Borrower's  assets less
liabilities  (including as liabilities all reserves for  contingencies and other
potential liabilities), excluding from such assets all Intangibles.

Section 9.3. Covenant Compliance  Certificate.  The President or Chief Financial
Officer of  Borrower  will  certify to DFS by the 45th day after the end of each
fiscal  quarter,  or more  often  if  requested  by  DFS,  that  Borrower  is in
compliance  with the  Financial  Covenants  as set forth in Exhibit 9.3 or other
form acceptable to DFS.

         Section 10. NEGATIVE COVENANTS.

         During the term of this  Agreement and  thereafter,  for so long as any
Obligations are outstanding and unpaid, Borrower covenants that unless otherwise
consented to in writing by DFS, Borrower shall not perform or cause or permit to
be performed the following acts:

         Section 10.1.  Change of Name, Etc.  Borrower and the Subsidiaries will
not change their name,  or begin to trade under any assumed names or trade names
without  thirty (30) days prior  written  notice to DFS.  Borrower will not, and
will not permit any Subsidiary to, change its manner of organization, enter into
any mergers,  consolidations,  reorganizations or recapitalizations without DFS'
prior written consent other than as contemplated herein.

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                        Confidential Treatment Requested.
          Confidential portions of this document have been redacted and
                     filed separately with the Commission.


         Section 10.2. Sale or Transfer of Assets. Except in the ordinary course
of  business,  or except as  consented  to in writing by DFS,  Borrower  and the
Subsidiaries will not sell, transfer, lease (other than sale-leasebacks approved
by DFS in advance) or otherwise  dispose of all or any  substantial  part of the
Collateral.  This  provision  will not apply to any sale if the proceeds of such
sale pay the Obligations in full.

         Section 10.3.  Change in Control.  (a) Borrower shall not: (i) merge or
consolidate with or into any other Person, or (ii) permit any Person or group of
Persons  directly  or  indirectly  to become  the  record or  beneficial  owner,
directly or indirectly,  of securities  representing  any of the voting power of
Borrower's then  outstanding  securities or any equity interest in Borrower,  or
otherwise  having the power to vote more than 50% of the shares of common  stock
of Borrower  then  outstanding,  or acquire the power to elect a majority of the
Board of  Directors  of  Borrower,  or (b)  neither  Mark  Walton's  nor Michael
Perrine's  employment  with  Borrower  shall  be  voluntarily  or  involuntarily
terminated,  nor shall new management be installed by Borrower without (i) sixty
(60) days prior written notice to DFS, and (ii) DFS' prior written consent.

         Section 10.4.  Encumbrance  of Assets.  Borrower will not, and will not
permit a Subsidiary to,  mortgage,  pledge,  grant or permit to exist a security
interest in or Lien upon any of the Collateral,  now owned or hereafter acquired
except for the Permitted Liens, which shall not include any Lien in favor of the
holder of any Subordinated Debt.

         Section 10.5.  False  Certificates  or Documents.  Borrower has not and
will  not,  and  will  not  permit  any  Subsidiary  to,  furnish  DFS  with any
certificate  or other  document that  contains any untrue  statement of material
fact or that omits to state a material fact  necessary to make it not misleading
in light of the circumstances under which it was furnished.

         Section 10.6. Assignment. Borrower will not assign or attempt to assign
the Loan Documents or any of its interests under the Loan  Documents,  except in
favor of DFS.

         Section 10.7.  Transactions  with  Affiliates.  Borrower will not enter
into any contracts,  leases,  sales or other  transactions with any Affiliate on
terms less  favorable  than  could be  obtained  generally  by  Borrower  from a
non-Affiliate.

         Section 10.8. Loans by Borrower. Borrower will not, and will not permit
any Subsidiary to, make any loan to any Person, except for loans in anticipation
of  reasonable  and  normally  reimbursable   business  expenses,   payroll  and
commission  advances  and  trade  credit  extended  in the  ordinary  course  of
Business.

         Section 10.9. Fiscal Year; Accounting Methods. Borrower will not change
its  fiscal  year-end  without  sixty  (60) days  prior  written  notice to DFS.
Borrower  will not,  in any  material  way,  deviate  from  GAAP or  change  its
accounting policies or methods, without the prior written consent of DFS.

         Section 10.10. Total Debt. Borrower shall not create, incur, assume, or
suffer to exist,  or permit any Subsidiary to create,  incur or suffer to exist,
any Debt, except:

         (a)      the Obligations;

         (b)      Subordinated Debt;

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<PAGE>

         (c)      Debt of any Subsidiary to Borrower;

         (d)      Accounts  payable to trade  creditors  and  current  operating
                  expenses  (other  than for  money  borrowed)  incurred  in the
                  ordinary  course  of  business  which  are aged not more  than
                  thirty (30) days past due, unless  actively  contested in good
                  faith and by appropriate and lawful  proceedings and for which
                  adequate  reserves have been  established  in accordance  with
                  GAAP; and

         (e)      Debt solely in connection with a Permitted Lien; and

         (f)      Debt which is not secured by any Lien.

         Section 10.11. Adverse  Transactions.  Borrower will not enter into any
transaction,  or permit  any  Subsidiary  to enter into any  transaction,  which
materially  and adversely  affects or may  materially  and adversely  affect the
Collateral or Borrower's  ability to repay the Obligations or permit or agree to
any  material  extension,  compromise  or  settlement  or  make  any  change  or
modification of any kind or nature with respect to any Account, including any of
the terms relating thereto,  other than discounts and allowances in the ordinary
course of  business,  all of which  shall be  reflected  in the  Borrowing  Base
Certificate submitted to DFS pursuant to Section 2.3 of this Agreement.

         Section 10.12. Guaranties. Borrower will not guarantee, assume, endorse
or otherwise, in any way, become directly or contingently liable with respect to
the Debt of any Person, except by endorsement of instruments or items of payment
for deposit or collection.

         Section 10.13.  Bill-and-Hold  Sales, Etc. Borrower will not include on
any Borrowing  Base  certificate  any Accounts  which arise from any sale to any
customer on a bill-and-hold,  guaranteed sale, sale and return, sale on approval
or consignment  basis,  or any sale on a repurchase or return basis without DFS'
prior written consent.

         Section 10.14.  Margin  Securities.  Borrower will not own, purchase or
acquire,  or permit any Subsidiary to own,  purchase or acquire,  (or enter,  or
permit any  Subsidiary  to enter,  into any contract to purchase or acquire) any
"margin  security" as defined by any regulation of the Federal  Reserve Board as
now in effect or as the same may  hereafter  be in effect  unless,  prior to any
such purchase or acquisition or entering into any such contract,  DFS shall have
received  an  opinion  of counsel  satisfactory  to DFS to the effect  that such
purchase or acquisition  will not cause this Agreement to violate  Regulations G
or U or any other regulation of the Federal Reserve Board then in effect.

Section 11. DEFAULT/REMEDIES.

         Section 11.1. Events of Default. Borrower will be in default under this
Agreement (each, a "Default") if:


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                        Confidential Treatment Requested.
          Confidential portions of this document have been redacted and
                     filed separately with the Commission.


                  Section 11.1.1. Failure to Pay Principal or Interest. Borrower
         fails  to pay any  portion  of  Borrower's  debts  to DFS  when due and
         payable  hereunder  or  under  any  other  agreement  between  DFS  and
         Borrower.

                  Section 11.1.2.  Failure to Pay Other Amounts to DFS. Borrower
         fails to pay any Obligations (other than principal or accrued interest)
         within 15 days after the date when due.

                  Section  11.1.3.  Failure to Pay Certain  Costs and  Expenses.
         Borrower fails to pay any costs or expenses of DFS,  including  without
         limitation, review costs described in Section 2.5.6.2 hereof, appraisal
         costs  described in Section 2.5.6.3 hereof and other costs and expenses
         described in Section 2.5.6.4 hereof, within 15 days after the date when
         due.

                  Section 11.1.4.  Failure to Pay Amounts Owed to Other Persons.
         Borrower  is or  becomes  in  default  of any  obligation  in excess of
         $1,000,000 owed to any third party, and such default continues unwaived
         beyond any applicable grace or curing period.

                  Section 11.1.5. Certain Representations and Warranties Without
         A Curing Period. Any Representation and Warranty,  statement, report or
         certificate  made or  delivered  by Borrower to DFS in Sections  6.1.3,
         7.5, 7.7, 7.9, 7.17, 7.20 AND 7.23 is not true and correct when made.

                  Section 11.1.6. Certain  Representations and Warranties With A
         Curing Period. Any Representation  and Warranty,  statement,  report or
         certificate  made  or  delivered  by  Borrower  to DFS  (other  than in
         Sections  6.1.3,  7.5, 7.7, 7.9,  7.17,  7.20 AND 7.23) is false in any
         material  respect when made and is not cured within 15 days of the date
         such Representation and Warranty was made.

                  Section  11.1.7.  Certain  Covenants  With  a  Curing  Period.
         Borrower  fails to comply with any  Covenant  (other than  Covenants in
         Section 9) which is not cured within 15 days of the initial  occurrence
         of such failure.

                  Section  11.1.8.  Certain  Covenants  Without a Curing Period.
         Borrower fails to comply with any Covenant in Section 9 (other than the
         covenants on Subsections  9.1.4,  9.1.5, and 9.1.6, which DFS may allow
         Borrower to cure with additional Cash Infusion,  including Subordinated
         Debt,  placed with  Borrower on or before  March 31,  2002);  provided,
         however, that if Borrower breaches any such covenant, Borrower must (i)
         advise DFS of such  breach as of or prior to the last  Business  Day of
         the fiscal quarter  during which such breach  occurs,  and (ii) provide
         DFS  within  fifteen  (15) days  after the end of such  fiscal  quarter
         financial  projections  which indicate  Borrower's  compliance with all
         such covenants at the end of the fiscal quarter  immediately  following
         the fiscal quarter in which the breach  occurred and the basis for such
         projections.

                  Section 11.1.9.  Default Under Other Agreements.  A default or
         event of default  occurs  under any  agreement  to which  Borrower is a
         party (other than the Loan  Documents)  involving (a) Debt in excess of
         $1,000,000 which default or event of default continues  unwaived beyond

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<PAGE>

         any applicable  curing period and has or is reasonably likely to have a
         Material  Adverse Change or the Debt thereunder is accelerated,  or (b)
         any  default or event of default by Borrower  or by any  Subsidiary  or
         affiliate of any Borrower  under any  Subordinated  Debt Documents with
         Brunswick  Corporation (or its any of its Subsidiaries or divisions) or
         any other holder of Subordinated  Debt,  whether or not such default or
         event of default under any Subordinated Debt Documents has or is likely
         to have a Material Adverse Change.

                  Section 11.1.10. Bankruptcy, Etc.

                           Section  11.1.10.1.  Voluntary  Cases.  The filing or
                  commencement   by  Borrower  of  a  voluntary  case  or  other
                  proceeding seeking liquidation, reorganization or other relief
                  with  respect to Borrower  or its debts under any  bankruptcy,
                  insolvency  or other similar law now or hereafter in effect or
                  seeking the  appointment of a trustee,  receiver,  liquidator,
                  custodian  or  other  similar  official  of  Borrower  or  any
                  substantial part of its property, or Borrower shall consent to
                  any such relief or to the appointment of or taking  possession
                  by  any  such  official  in  an  involuntary   case  or  other
                  proceeding commenced against Borrower,  or Borrower shall make
                  a general  assignment  for the benefit of creditors,  or shall
                  fail  generally  to pay its debts as they become due, or shall
                  take any corporate action to authorize any of the foregoing.

                           Section  11.1.10.2.  Involuntary Cases. The filing or
                  commencement  of  an  involuntary  case  or  other  proceeding
                  against Borrower seeking liquidation,  reorganization or other
                  relief  with  respect  to  Borrower  or its  debts  under  any
                  bankruptcy,  insolvency  or other similar law now or hereafter
                  in effect or seeking the  appointment of a trustee,  receiver,
                  liquidator, custodian or similar other official of Borrower or
                  any  substantial  part of its property,  and such  involuntary
                  case or other proceeding remains  undismissed and unstayed for
                  a period  of  thirty  (30)  days,  or an order  for  relief is
                  entered against Borrower under the federal  bankruptcy laws or
                  any state  bankruptcy or  insolvency  laws now or hereafter in
                  effect.

                  Section 11.1.11. Judgment,  Attachments, Etc. A money judgment
         entered against Borrower or an attachment or other levy is made against
         the assets of Borrower  with respect to a claim in excess of $1,000,000
         becomes final and  non-appealable,  or if timely  appealed is not fully
         bonded and the collection thereof is not stayed pending the appeal.

                  Section  11.1.12.  Suspension,   Dissolution  or  Liquidation.
         Borrower ceases or suspends business operations,  ceases existence as a
         corporation,  or Borrower  shall be enjoined,  restrained or in any way
         prevented  by  court,   governmental  or   administrative   order  from
         conducting all or any material part of its Business.

                  Section  11.1.13.  Loss  of  Franchise.   Borrower  loses  any
         franchise,  permission,  license  or  right  to  sell  or  deal  in any

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                        Confidential Treatment Requested.
          Confidential portions of this document have been redacted and
                     filed separately with the Commission.


         Collateral  manufactured  by OMC,  Brunswick,  and/or  Genmar or any of
         their  Subsidiaries and does not replace the manufacturers with product
         lines a person with  knowledge of the marine  industry  would  consider
         reasonable.

                  Section 11.1.14.  Liens Other Than Permitted Liens. Any of the
         Collateral becomes subject to any Lien, claim,  encumbrance or security
         interest other than a Permitted Lien.

                  Section 11.1.15. Loan Documents;  Security Interest.  Any Loan
         Document ceases to be in full force and effect or any security interest
         or Lien in favor of DFS is not, or ceases to be,  valid,  perfected and
         prior to all other Liens (except Permitted Liens).

                  Section  11.1.16.  Loss  of  Collateral.   Any  Collateral  is
         abandoned,  lost,  stolen,  damaged  or  destroyed,  or any part of the
         Collateral  shall be taken  through  condemnation  or the value thereof
         shall be impaired through condemnation,  and such loss of Collateral is
         not insured as required in this  Agreement or is  reasonably  likely to
         have a Material Adverse Change.

                  Section 11.1.17.  Loss of Guaranty.  Any Guaranty ceases to be
         in full  force and  effect or any  action  is taken to  discontinue  or
         assert  the  invalidity  or  unenforceability  of  any  Guaranty,   any
         guarantor dies, ceases or suspends  business or ceases  existence,  any
         representation or warranty in any guaranty is materially false and such
         representation or warranty is not cured within 15 days of the date such
         representation  or warranty was made, or any guarantor fails to deliver
         financial  statements to DFS as required and such failure continues for
         15 days.

                  Section  11.1.18.  Material  Adverse Change.  There occurs any
         action or event, or any action or event fails to occur,  which is or is
         reasonably likely to become a Material Adverse Change.

         Section 11.2. Rights and Remedies. In the event of a Default:

                  Section 11.2.1. Cessation of Advances;  Acceleration; etc. DFS
         may at any time at DFS' election, without notice or demand to Borrower,
         do any one or more of the following: reduce the amount advanced against
         any eligible Collateral;  cease making further Loans and declare all or
         any of the Obligations  immediately due and payable,  together with all
         costs and  expenses of DFS'  collection  activity,  including,  without
         limitation,  all reasonable attorneys' fees; exercise any or all rights
         under  applicable  law  (including,  without  limitation,  the right to
         possess,  transfer  and  dispose  of  the  Collateral);   and/or  cease
         extending any additional credit to Borrower.

                  Section  11.2.2.  Collateral  in Trust for DFS.  Borrower will
         segregate  and keep the  Collateral in trust for DFS, and in good order
         and repair, and will not sell, rent, lease, consign,  otherwise dispose
         of or use any Collateral, nor further encumber any Collateral.

                  Section  11.2.3.  Delivery  of  Collateral  to DFS.  Upon DFS'
         written  demand,  Borrower will  immediately  deliver the Collateral to
         DFS, in good order and repair, at a place reasonably  specified by DFS,
         together  with  all  related  documents;  or  DFS  may,  in  DFS'  sole

                                       36
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                        Confidential Treatment Requested.
          Confidential portions of this document have been redacted and
                     filed separately with the Commission.


         discretion  and without  notice or demand to Borrower,  take  immediate
         possession of the Collateral together with all related documents.

                  Section 11.2.4.  Default  Interest.  DFS may,  without notice,
         apply the Default Interest Rate.

                  Section  11.2.5.  Collection  of Accounts;  DFS  Possession of
         Collateral by DFS; etc. DFS may,  without notice to Borrower and at any
         time  or  times  hereafter  enforce  payment  and  collect,   by  legal
         proceedings or otherwise,  Accounts in the name of Borrower or DFS; and
         take  control of any cash or  non-cash  items of payment or proceeds of
         Accounts  and of any  rejected,  returned,  repossessed  or  stopped in
         transit  goods  relating to Accounts.  DFS may at its sole election and
         without  demand  enter,  with or without  process of law,  any premises
         where  Collateral  might be and,  without  charge or  liability  to DFS
         therefor do one or more of the  following:  (i) take  possession of the
         Collateral  and use or store it in said  premises  or remove it to such
         other place or places as DFS may deem convenient;  (ii) take possession
         of all or  part  of  such  premises  and  the  Collateral  and  place a
         custodian  in  the  exclusive   control  thereof  until  completion  of
         enforcement  of DFS' security  interest in the  Collateral,  until DFS'
         removal of the Collateral or thirty (30) days,  whichever  occurs first
         and,  (iii) remain on such  premises for up to thirty (30) days and use
         the same,  together  with  Borrower's  materials,  supplies,  books and
         records,  for the purpose of liquidating or collecting  such Collateral
         and conducting and preparing for disposition of such Collateral.

                  Section 11.2.6. Immediate Acceleration. Upon the occurrence of
         a Default under  Sections  11.1.1,  11.1.4,  11.1.10,  or 11.1.12,  all
         Obligations shall  automatically be accelerated and due and payable and
         the Default Interest Rate shall  automatically  apply as of the date of
         the first occurrence of such Default,  without any prior notice, demand
         or action of any type on the part of DFS.

                  All of DFS' rights and remedies are  cumulative.  DFS' failure
         to exercise any of DFS' rights or remedies hereunder will not waive any
         of DFS' rights or remedies as to any past, current or future Default.

Section 12. SALE OF COLLATERAL

         Borrower  agrees that if DFS conducts a private sale of any  Collateral
by requesting  bids from 10 or more  Borrowers or  distributors  in that type of
Collateral,  any sale by DFS of such Collateral in bulk or in parcels within 120
days of: (a) DFS' taking possession and control of such Collateral;  or (b) when
DFS is otherwise  authorized to sell such Collateral;  whichever occurs last, to
the  bidder  submitting  the  highest  cash  bid  therefor,  is  a  commercially
reasonable sale of such Collateral under the Uniform  Commercial Code.  Borrower
agrees  that the  purchase  of any  Collateral  by a vendor,  as provided in any
agreement  between DFS and the  vendor,  if any,  is a  commercially  reasonable
disposition  and private sale of such  Collateral  under the Uniform  Commercial
Code, and no request for bids shall be required.  Borrower further agrees that 7
or more days prior written notice will be commercially  reasonable notice of any
public or private sale  (including any sale to a vendor).  Borrower  irrevocably
waives  any  requirement  that DFS  retain  possession  and not  dispose  of any

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Collateral until after an arbitration hearing,  arbitration award, confirmation,
trial or final judgment.  If DFS disposes of any such  Collateral  other than as
herein contemplated,  the commercial  reasonableness of such disposition will be
determined in accordance with the laws of the state governing this Agreement.

Section 13. INDEMNIFICATIONS

         In  addition  to the  payment  of  expenses  and  attorneys'  fees,  if
applicable,  whether  or not  the  transactions  contemplated  hereby  shall  be
consummated,  Borrower  agrees to indemnify,  pay and hold DFS and the officers,
directors,  employees,  agents,  and affiliates of DFS (collectively  called the
"Indemnitees")  harmless  from  and  against,  any  and all  other  liabilities,
obligations,  losses, damages,  penalties,  actions,  judgments,  suits, claims,
costs,  expenses and disbursements of any kind or nature whatsoever  (including,
without limitation,  the reasonable fees and disbursements of counsel for any of
such  Indemnitees  in  connection  with  any  investigative,  administrative  or
judicial  proceeding  commenced  or  threatened,  whether  or not  any  of  such
Indemnitees  shall be  designated  a party  thereto),  that may be  imposed  on,
incurred by, or asserted against the  Indemnitees,  in any manner relating to or
arising out of the Loan  Documents,  the statements  contained in any commitment
letters  delivered by DFS, DFS' agreement to make the Loans or any other payment
hereunder,  or the  use or  intended  use of the  proceeds  of any of the  Loans
hereunder (the  "Indemnified  Liabilities");  provided,  however,  that Borrower
shall have no obligation to an Indemnitee  hereunder with respect to Indemnified
Liabilities  arising  from the gross  negligence  or  willful  misconduct  of an
Indemnitee.  To the  extent  that the  undertaking  to  indemnify,  pay and hold
harmless set forth in the preceding sentence may be unenforceable  because it is
violative of any law or public  policy,  Borrower  shall  contribute the maximum
portion  that it is permitted to pay and satisfy  under  applicable  law, to the
payment  and  satisfaction  of  all  Indemnified  Liabilities  incurred  by  the
Indemnitees   or  any  of  them.  The   provisions  of  the   undertakings   and
indemnification  set out in this  Section  14  shall  survive  satisfaction  and
payment of the Obligations and termination of this Agreement.

Section 14. CUSTOMER ACCOUNT LINK

Section 14.1. Access to DFS' System. DFS has developed a system which will allow
Borrower  to  access  DFS'  computer  via an  Internet  connection  for the sole
purposes of allowing Borrower to obtain certain information regarding the amount
which  Borrower owes to DFS with respect to its account with DFS, and to pay DFS
the amounts which Borrower owes pursuant to this  Agreement,  which will include
the amount of principal,  interest,  fees and charges ("System").  DFS grants to
Borrower the right to use the System in the manner provided herein. Borrower may
access the System at no charge during the term of this Agreement.  Borrower will
access  information  in the System via an Internet  connection and by entering a
user  identification  number and a password  which DFS will provide to Borrower.
Borrower  may  thereafter  change the  password  which DFS provides to Borrower.
Borrower  will  assume  complete  responsibility  in  protecting  the safety and
security of its user identification number, password and personal identification
number ("PIN"). Borrower will be solely liable for all losses, damages or claims
resulting from any unauthorized use of the user identification number,  password
and PIN. DFS retains the right to make any changes in the System, including, but
not limited to, the  scheduled  hours of  operation,  access  periods,  and user
identification procedures.

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         Section  14.2.  Borrower's  Account.  In order to obtain  access to the
System,  Borrower must complete and submit to DFS an  application  form entitled
"Customer Account Link Sign-up Form"  ("Application") which may be found in DFS'
internet website  (www.dfsc.com).  The terms of the Application are incorporated
into  this  Agreement.  Borrower  will  have the  option,  as  indicated  in the
Application, to allow DFS to initiate automatic or elective ACH debit entries to
Borrower's  Account (as defined below) to pay any amounts which Borrower owes to
DFS under this Agreement.  Borrower must provide certain information as required
in the  Application  regarding  Borrower's  bank and the  particular  account at
Borrower's  bank through  which DFS will  initiate the ACH debit  entries  which
Borrower  authorizes  pursuant  to this  Agreement  ("Account").  Borrower  will
immediately complete another Application and will submit such document to DFS if
any  information  regarding  the Account is changed or is  inaccurate.  DFS will
thereupon  enter such new  information  regarding  the Account  into the System.
Borrower will execute such  agreements  which such bank requires to allow DFS to
initiate ACH debit entries to the Account, and to receive payments therefor.

         Section  14.3.  ACH  Payment and  Authorization.  The System will allow
Borrower to select the  payments of  principal,  interest,  insurance,  fees and
other  charges  which  Borrower  elects  to  make  to DFS.  Upon  selecting  the
particular  items which Borrower  elects to pay to DFS,  Borrower will enter its
PIN to confirm the payments  which  Borrower  wishes to make to DFS. By entering
Borrower's unique PIN number,  Borrower thereupon irrevocably  authorizes DFS to
initiate  ACH debit  entries to the Account in the amount  selected by Borrower,
and to take  possession of such funds in the Account and apply such funds to the
unpaid indebtedness which Borrower owes to DFS under this Agreement. However and
notwithstanding  anything  herein to the  contrary,  upon the  occurrence  of an
Unmatured  Default or the  occurrence  of any other  Default  which is not cured
within the applicable  curing period, if either DFS and Borrower's bank have not
executed a Lockbox  agreement,  or Borrower's  bank has  terminated  any Lockbox
agreement with DFS concerning  Borrower,  then in such event Borrower  thereupon
irrevocably  authorizes  DFS to initiate ACH debit entries to the Account of any
obligations  under this  Agreement,  whether  due in the  ordinary  course or by
acceleration. Borrower further authorizes DFS to take possession of funds in the
Account,  in the amount of such obligations,  and apply such funds to the unpaid
indebtedness  which  Borrower  owes to DFS under  this  Agreement.  DFS will not
initiate an ACH debit entry under this Agreement  except in conformity  with the
authorization   provided  by  Borrower.   Borrower  may  change  or  revoke  its
authorization  by submitting a new Application to DFS, subject to the completion
of any ACH debits which were authorized  prior to DFS' receipt and processing of
such  Application,  which  processing  shall  be  completed  in  a  commercially
reasonable time of DFS' receipt of the new Application.

         Section 14.4. General Use Restrictions.  Borrower will not and will not
cause others to: (a) reverse engineer, reverse compile, decompile,  disassemble,
alter,  translate,  convert or attempt to derive the source  code of the System;
(b) use the  System  in a manner  that  jeopardizes  the  integrity  thereof  or
interferes  with others' use of the System,  or (c) use the System in any manner
which violates this Agreement or any applicable laws (including, but not limited
to, any laws relating to copyrights, trademarks, trade secrets or libel).

         Section 14.5.  Limitation of Liability for ACH Debits.  DFS will not be
liable  for the act or  omission  of any  Automated  Clearing  House,  financial

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institution,  or any person who has obtained  unauthorized access to the System.
Borrower  acknowledges  that  errors  may  occur  in the ACH  debiting  process.
Borrower will immediately  notify DFS if the amount of any ACH debit entry which
DFS initiates  exceeds the amount of the  obligations  which  Borrower then owes
under the Agreement.  Borrower agrees, however, that DFS' liability for any such
error will be limited to DFS' prompt credit to Borrower's  Account of the amount
of the entry which exceeds the amount authorized by DFS. In no event will DFS be
liable to Borrower for any consequential, special or incidental damages.

         Section 14.6.  Warranty.  DFS makes no  representations  or warranties,
express or  implied,  regarding  the System,  including  but not limited to, ANY
REPRESENTATION  OR  WARRANTY  OF  MERCHANTABILITY  OR FITNESS  FOR A  PARTICULAR
PURPOSE AND WARRANTIES AS TO ACCURACY,  COMPLETENESS OR ADEQUACY OF INFORMATION.
In  no  event  will  DFS  be  liable  for  special,   INCIdental,   indirect  or
consequential  damages incurred by Borrower as a result of Borrower's use of the
System.  DFS does not warrant  that the  functions  contained in the System will
meet  Borrower's  requirements,  or that the System will  operate on  Borrower's
computer  system  or with  Borrower's  internet  access  provider,  or that  the
operation  of the  System  will  be  uninterrupted  or  error  free.  DFS is not
responsible for any problems caused by changes in the operating  characteristics
of the  Borrower's  computer  hardware or  operating  system which are made upon
Borrower's access to the System.  Borrower will have the sole responsibility for
adequate  protection and back-up of its data used in connection with the System.
Borrower  waives any right to claim  against  DFS for lost data,  work delays or
lost profits resulting from its use of the System.

         Section  14.7.  Confidentiality.  The  System  is  proprietary  to DFS.
Borrower  will use and  maintain  the  System in  confidence  and will not sell,
transfer,  publish,  disclose,  or otherwise  make  accessible the System to any
third party.  Borrower  will confine  access to the System only to its employees
who require such access in the ordinary course and scope of their  employment by
Borrower.  Borrower will inform its employees of the confidential  nature of the
System before Borrower grants an employee any access to the System.

Section 15. OTHER TERMS

         Section 15.1. Amendment,  Changes and Modification.  The Loan Documents
may be  amended,  changed or  modified  only as may be agreed upon in writing by
Borrower and DFS from time to time.

         Section 15.2.  Binding Effect.  The Loan Documents will be binding upon
the parties,  their  successors and assigns,  provided,  however,  that Borrower
shall not assign or attempt to assign this Agreement, any other Loan Document or
any of its interests under the Loan Documents, without the prior written consent
of DFS.

         Section 15.3. Broker Fee. Neither party is obligated to pay any premium
or other charge,  brokerage fee or commission in connection  with the agreements

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set forth herein.  Each party will indemnify the other and hold it harmless from
any such claim arising out of such party's acts or those of its representatives.

         Section 15.4.  Entire  Agreement.  The Loan Documents embody the entire
agreement of the parties relating to the Credit Facility. There are no promises,
terms,  conditions,  obligations or warranties other than those contained in the
Loan  Documents.   The  Loan  Documents  supersede  all  prior   communications,
representations or agreements,  verbal or written,  between the parties relating
to the Credit Facility.

         Section 15.5. Headings.  The headings to the sections of this Agreement
are  included  only for the  convenience  of the  parties  and will not have the
effect of  defining,  diminishing  or  enlarging  the  rights of the  parties or
affecting the construction or interpretation of any portion of this Agreement.

         Section 15.6.  Incorporation by Reference. All other Loan Documents are
incorporated  herein by this  reference and are made a part of this Agreement as
if fully set forth herein. This Agreement, prior to such incorporation, controls
in the event of any conflict with the terms of any other Loan Documents.

         Section  15.7.  Interpretation.  For the  purpose  of  construing  this
Agreement,  unless the context otherwise requires, words in the singular will be
deemed to include words in the plural, and vice versa.

         Section 15.8. Notices. Any notice under the Loan Documents,  will be in
writing.  Any  notice to be given or  document  to be  delivered  under the Loan
Documents will be deemed to have been duly given upon delivery,  if delivered in
person or by any expedited  delivery  service which  provides proof of delivery,
upon tested telex or facsimile transmission,  or on the fifth Business Day after
mailing, if mailed by certified mail, return receipt requested,  postage prepaid
mail,  addressed to DFS or Borrower at the appropriate  addresses.  DFS will use
reasonable  efforts to deliver any notice DFS is  required to give to  Borrower;
provided, however, that failure by DFS to actually give any such notice will not
be deemed to be a waiver of any rights or remedies of DFS and will not give rise
to any claims,  defenses or damages by Borrower.  The  addresses for notices are
those set forth below or such other  addresses as may be hereafter  specified by
written notice by the parties:

to DFS:                       Deutsche Financial Services Corporation
                              5480 Corporate Drive, Suite 300,
                              Troy, Michigan 48098
                              Attention:  Lisa Oliver
                              Facsimile No.:  (248) 641-9840

with a copy to:               Deutsche Financial Services Corporation
                              655 Maryville Centre Drive
                              St. Louis, MO 63141-5832
                              Attention:  General Counsel
                              Facsimile No.:(314) 523-3190

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to Borrower:                  Travis Boats & Motors, Inc.
                              5000 Plaza on the Lake, Suite 250
                              Austin, TX 78746
                              Attention: President
                              Facsimile No.: (512) 329-0480

         Section 15.9. No Third Party Beneficiary Rights and Reliance. No Person
not a party to this  Agreement  will have any benefit  under this  Agreement nor
have  third-party  beneficiary  rights as a result of any of the Loan Documents,
nor will any party be entitled to rely on any actions or inactions of DFS or its
agents, all of which are done for the sole benefit and protection of DFS.

         Section 15.10.  Protection or Preservation of Collateral.  DFS will not
have any  contractual  duty to  protect,  insure,  collect or  realize  upon the
Collateral  or  preserve  rights in it against  prior  parties.  DFS will not be
responsible or liable for any shortage, discrepancy, damage, loss or destruction
of any part of the Collateral regardless of the cause.

         Section 15.11. Relationship of the Parties. Neither DFS on the one hand
nor  Borrower  on the other hand will be deemed a  partner,  joint  venturer  or
related entity of the other by reason of the Loan Documents.

         Section 15.12.  Reversal of Payments. To the extent that Borrower makes
a payment or payments to DFS,  which payment or payments or proceeds or any part
thereof are subsequently invalidated, declared to be fraudulent or preferential,
set aside or  required  to be repaid to a trustee,  receiver  or any other party
under any bankruptcy law, state or federal law, common law, or equitable  cause,
then to the extent of such  payment or proceeds  received,  the Credit  Facility
will be revived and  continue in full force and  effect,  as if such  payment or
proceeds had not been received by DFS.

         Section 15.13. Severability. If any provision of this Agreement (either
generally, or as to a specific application to a set of facts) will be held to be
invalid,   illegal   or   unenforceable,    such   invalidity,   illegality   or
unenforceability  will not affect any other provision of this Agreement  (either
in its entirety,  or as to or the application of such provision to any other set
of facts),  but this Agreement will be construed as if such invalid,  illegal or
unenforceable provision never had been included in this Agreement.

         Section 15.14. Maximum Interest. Borrower acknowledges that DFS intends
to strictly  conform to the  applicable  usury laws  governing  this  Agreement.
Regardless of any provision  contained herein or in any other document  executed
or delivered in connection  herewith or therewith,  DFS shall never be deemed to
have  contracted  for,  charged or be entitled  to receive,  collect or apply as
interest  on this  Agreement  (whether  termed  interest  herein or deemed to be
interest by judicial determination or operation of law), any amount in excess of
the  maximum  amount  allowed by  applicable  law,  and,  if DFS ever  receives,
collects  or applies as interest  any such  excess,  such amount  which would be
excessive  interest  will  be  applied  first  to the  reduction  of the  unpaid
principal balances of advances under this Agreement,  and, second, any remaining

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excess will be paid to Borrower. In determining whether or not the interest paid
or payable  under any  specific  contingency  exceeds the highest  lawful  rate,
Borrower and DFS shall, to the maximum extent  permitted  under  applicable law:
(a)  characterize  any  non-principal  payment  (other than  payments  which are
expressly designated as interest payments hereunder) as an expense or fee rather
than as interest; (b) exclude voluntary pre-payments and the effect thereof; and
(c) spread  the total  amount of  interest  throughout  the entire  term of this
Agreement so that the interest rate is uniform throughout such term.

         Section 15.15. Waivers by DFS. DFS may at any time or from time to time
waive all or any  rights  under  any of the Loan  Documents,  but any  waiver or
indulgence  at any  time  or  from  time to time  will  not  constitute,  unless
specifically  so  expressed  by  DFS  in  writing,  a  future  waiver  by DFS of
performance by Borrower.

         Section  15.16.  Survival.  The grant of  security  interest  herein to
secure all  Obligations,  and all  provisions  relating to the  Collateral  will
survive  termination  of this Agreement and will remain in full force and effect
until  all  Obligations  have  been  paid in full  and this  Agreement  has been
terminated.  The Agreement to arbitrate all Disputes will survive termination of
this Agreement.

         Section 15.17.  Participations;  Assignments.  DFS may, at any time and
from time to time, grant  participations to lender(s)  acceptable to Borrower in
its interest in this Agreement or any Loan Document,  or of any portion thereof,
or assign its interest in this  Agreement or any Loan  Document,  or any portion
thereof,  without the consent of Borrower,  but DFS will provide Borrower notice
as soon as practical after sale to an unaffiliated third party. DFS shall not be
required to provide notice to Borrower of any sale or assignment to (a) a parent
company or subsidiary of DFS or (b) any entity  majority owned by DFS so long as
DFS continues to service the Loans under this Agreement.

         Section  15.18.  Counterparts.  This  Agreement  may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument,  and either of the parties hereto may execute this Agreement by
signing any such counterpart.

         Section  15.19.  Information.  DFS may  provide to any third  party any
credit,  financial or other  information  on Borrower  that DFS may from time to
time possess.

         Section  15.20.  Release.  Borrower  releases  DFS from all  claims and
causes of action which Borrower may now or hereafter have for any loss or damage
to it  claimed  to be caused  by or  arising  from:  (a) any  failure  of DFS to
protect,  enforce  or  collect,  in  whole  or in part,  any  Account;  (b) DFS'
notification to any Account Debtors thereon of DFS' security  interest in any of
the  Accounts;  (c) DFS'  directing  any Account  Debtor to pay any sum owing to
Borrower  directly to DFS;  and (d) any other act or omission to act on the part
of DFS, its  officers,  agents or  employees,  except for willful  misconduct or
gross  negligence.  DFS will have no obligation  to preserve  rights to Accounts
against prior parties.

         Section  15.21.  Miscellaneous.   Time  is  of  the  essence  regarding
Borrower's  performance of its obligations to DFS  notwithstanding any course of

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dealing or custom on DFS' part to grant extensions of time. Borrower's liability
under this Agreement is direct and unconditional and will not be affected by the
release or nonperfection of any security  interest granted  hereunder.  DFS will
have the right to refrain from or postpone  enforcement of this Agreement or any
other Loan Documents  without  prejudice and the failure to strictly enforce the
Loan  Documents  will not be  construed  as having  created a course of  dealing
between DFS and Borrower contrary to the specific terms of the Loan Documents or
as having  modified,  released  or waived the same.  The  express  terms of this
Agreement  and the other Loan  Documents  will not be  modified by any course of
dealing,  usage of trade,  or custom of trade which may  deviate  from the terms
hereof.  If Borrower fails to pay any taxes, fees or other obligations which may
impair DFS' interest in the Collateral, or fails to keep the Collateral insured,
DFS may, but shall not be required to, pay such taxes,  fees or obligations  and
pay the cost to insure  the  Collateral,  and the  amounts  paid will be: (a) an
additional  debt owed by  Borrower  to DFS,  which  shall be  subject to finance
charges  as  provided  herein;  and (b) due and  payable  immediately  in  full.
Borrower  agrees  to pay all of DFS'  reasonable  attorneys'  fees and  expenses
incurred by DFS in enforcing DFS' rights hereunder.

         Section 15.22. Waivers by Borrower.  Borrower irrevocably waives notice
of: DFS' acceptance of this Agreement, presentment, demand, protest, nonpayment,
nonperformance,  and dishonor.  Borrower and DFS irrevocably waive all rights to
claim any  punitive  and/or  exemplary  damages.  Borrower  waives all rights of
offset and counter  claims  Borrower may have against DFS.  Borrower  waives all
notices of default and non-payment at maturity of any or all of the Accounts.

         Section 15.23.  NO ORAL  AGREEMENTS.  ORAL AGREEMENTS OR COMMITMENTS TO
LEND MONEY,  EXTEND  CREDIT OR TO FORBEAR  FROM  ENFORCING  REPAYMENT  OF A DEBT
INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE.  TO PROTECT
YOU,  (BORROWER(S)) AND US (CREDITOR) FROM  MISUNDERSTANDING  OR DISAPPOINTMENT,
ANY  AGREEMENTS  WE REACH  COVERING  SUCH MATTERS ARE CONTAINED IN THIS WRITING,
WHICH IS THE  COMPLETE AND  EXCLUSIVE  STATEMENT  OF THE  AGREEMENT  BETWEEN US,
EXCEPT AS WE MAY LATER  AGREE IN WRITING TO MODIFY  IT.  THERE ARE NO  UNWRITTEN
AGREEMENTS BETWEEN THE PARTIES.

         Section  15.24.  Use of  Counsel  and  Receipt of  Agreement.  Borrower
acknowledges  that it has received a true and complete  copy of this  Agreement.
Borrower  acknowledges  that it has (a) had  representation  of  counsel  during
negotiation of this Agreement, and (b) read and understood this Agreement.

         Section 15.25. Facsimiles,  Etc. Notwithstanding anything herein to the
contrary:  (a) DFS may rely on any facsimile copy,  electronic data transmission
or electronic data storage of any statement, statement of transaction, financial
statements  or other  reports,  and (b) such  facsimile  copy,  electronic  data
transmission or electronic data storage will be deemed an original, and the best
evidence thereof for all purposes,  including,  without  limitation,  under this
Agreement or any other Loan Documents,  and for all evidentiary  purposes before
any arbitrator, court or other adjudicatory authority.

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         Section 15.26.  Power of Attorney.  Borrower  irrevocably  appoints DFS
(and any Person  designated by it) as Borrower's  true and lawful  Attorney with
full power to at any time,  in the  discretion  of DFS (whether or not a Default
has  occurred)  to: (a) endorse  the name of  Borrower  upon any of the items of
payment of proceeds of the Collateral and deposit the same in the account of DFS
for application to the Obligations;  and (b) sign the name of Borrower to verify
the accuracy of the  Accounts;  and (only after a Default has  occurred) to: (c)
sign the name of Borrower  on any  document  or  instrument  that DFS shall deem
necessary  or  appropriate  to  perfect  and  maintain  perfected  the  security
interests in the Collateral  under this Agreement and other Loan Documents;  (d)
initiate  and settle any  insurance  claim and  endorse  Borrower's  name on any
check,  instrument  or other item of  payment;  (e) endorse the name of Borrower
upon financing statements, instruments,  Certificates of Title and Statements of
Origin pertaining to the Collateral;  (f) supply omitted information and correct
errors  in any  documents  between  DFS and  Borrower;  and (g) do  anything  to
preserve and protect the  Collateral and DFS' rights and interest  therein;  (h)
demand payment, enforce payment and otherwise exercise all of Borrower's rights,
and remedies with respect to the collection of any Accounts; (i) settle, adjust,
compromise,  extend or renew any Accounts;  (j) settle, adjust or compromise any
legal  proceedings  brought  to  collect  any  Accounts;  (k) sell or assign any
Accounts upon such terms,  for such amounts and at such time or times as DFS may
deem advisable;  (l) discharge and release any Accounts;  (m) prepare,  file and
sign  Borrower's  name on any Proof of Claim in Bankruptcy  or similar  document
against any Account  Debtor;  (n) endorse the name of Borrower  upon any chattel
paper, document,  instrument,  invoice,  freight bill, bill of lading or similar
document or agreement relating to any Account or goods pertaining  thereto;  and
(o) take  control in any manner of any item of payments or proceeds and for such
purpose to notify the Postal  Authorities  to change the address for delivery of
mail addressed to Borrower to such address as DFS may  designate.  This power of
attorney is for value and coupled with an interest and is irrevocable so long as
any Obligations  remain  outstanding and by DFS exercising such right, DFS shall
not waive any right against Borrower until the Obligations are paid in full.

Section 16. BINDING ARBITRATION

         Section 16.1.  Arbitrable Claims.  Except as otherwise specified below,
all actions,  disputes, claims and controversies under common law, statutory law
or in equity of any type or nature whatsoever  (including,  without  limitation,
all torts, whether regarding negligence,  breach of fiduciary duty, restraint of
trade, fraud,  conversion,  duress,  interference,  wrongful replevin,  wrongful
sequestration,  fraud in the  inducement,  usury or any other tort, all contract
actions,  whether  regarding express or implied terms, such as implied covenants
of good faith, fair dealing, and the commercial reasonableness of any Collateral
disposition,  or any  other  contract  claim,  all  claims  of  deceptive  trade
practices or lender liability,  and all claims questioning the reasonableness or
lawfulness  of any  act),  whether  arising  before  or  after  the date of this
Agreement,  and whether  directly or indirectly  relating to: (a) this Agreement
and/or  any  amendments  and  addenda  hereto,  or  the  breach,  invalidity  or
termination  hereof;  (b) any previous or subsequent  agreement  between DFS and
Borrower;  (c) any act committed by DFS or by any parent company,  subsidiary or
affiliated  company of DFS (the "DFS  Companies"),  or by any  employee,  agent,
officer or director of a DFS Company whether or not arising within the scope and
course of employment or other  contractual  representation  of the DFS Companies
provided  that such act  arises  under a  relationship,  transaction  or dealing

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between DFS and  Borrower;  and/or (d) any other  relationship,  transaction  or
dealing between DFS and Borrower (collectively the "Disputes"),  will be subject
to and resolved by binding arbitration.

         Section 16.2.  Administrative  Body. All arbitration  hereunder will be
conducted  by the  American  Arbitration  Association  ("AAA").  If  the  AAA is
dissolved,  disbanded or becomes  subject to any state or federal  bankruptcy or
insolvency  proceeding,  the parties will remain subject to binding  arbitration
which will be  conducted by a mutually  agreeable  arbitral  forum.  The parties
agree that all  arbitrator(s)  selected will be attorneys with at least five (5)
years secured  transactions  experience.  The  arbitrator(s)  will decide if any
inconsistency  exists between the rules of any applicable arbitral forum and the
arbitration  provisions  contained herein.  If such  inconsistency  exists,  the
arbitration  provisions  contained herein will control and supersede such rules.
The site of all arbitration proceedings will be in St. Louis County, Missouri.

         Section  16.3.  Discovery.   Discovery  permitted  in  any  arbitration
proceeding  commenced hereunder is limited as follows. No later than thirty (30)
days after the filing of a claim for  arbitration,  the  parties  will  exchange
detailed  statements  setting  forth the facts  supporting  the claim(s) and all
defenses to be raised  during the  arbitration,  and a list of all  exhibits and
witnesses.  No later than twenty-one (21) days prior to the arbitration hearing,
the  parties  will  exchange a final  list of all  exhibits  and all  witnesses,
including any designation of any expert  witness(es)  together with a summary of
their  testimony;  a copy of all  documents  and a detailed  description  of any
property to be introduced at the hearing. Under no circumstances will the use of
interrogatories,   requests  for  admission,  requests  for  the  production  of
documents or the taking of  depositions be permitted.  However,  in the event of
the  designation of any expert  witness(es),  the following will occur:  (a) all
information  and  documents  relied  upon  by the  expert  witness(es)  will  be
delivered to the  opposing  party,  (b) the opposing  party will be permitted to
depose the expert  witness(es),  (c) the  opposing  party will be  permitted  to
designate rebuttal expert  witness(es),  and (d) the arbitration hearing will be
continued  to the earliest  possible  date that  enables the  foregoing  limited
discovery to be accomplished.

         Section 16.4. Exemplary or Punitive Damages. The Arbitrator(s) will not
have the authority to award exemplary or punitive  damages and each party hereby
irrevocably waives any right to claim any exemplary or punitive damages.

         Section 16.5.  Confidentiality of Awards. All arbitration  proceedings,
including testimony or evidence at hearings, will be kept confidential, although
any award or order rendered by the  arbitrator(s)  pursuant to the terms of this
Agreement  may be entered as a judgment  or order in any state or federal  court
and may be confirmed  within the federal  judicial  district  which includes the
residence  of the party  against  whom such  award or order  was  entered.  This
Agreement concerns transactions involving commerce among the several states. The
Federal  Arbitration Act, Title 9 U.S.C.  Sections 1 et seq., as amended ("FAA")
will govern all arbitration(s) and confirmation proceedings hereunder.

         Section 16.6. Prejudgment and Provisional Remedies. Nothing herein will
be construed  to prevent DFS' or  Borrower's  use of  bankruptcy,  receivership,
injunction, repossession, replevin, claim and delivery, sequestration,  seizure,
attachment,  foreclosure,  dation and/or any other  prejudgment  or  provisional

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                     filed separately with the Commission.


action or remedy  relating to any Collateral for any current or future debt owed
by either  party to the other.  Any such action or remedy will not waive DFS' or
Borrower's right to compel arbitration of any Dispute.

         Section 16.7.  Attorneys'  Fees.  If either  Borrower or DFS brings any
other action for judicial  relief with respect to any Dispute  (other than those
set forth in Section 15.6) the party bringing such action will be liable for and
immediately  pay  all  of  the  other  party's  costs  and  expenses  (including
attorneys'  fees)  incurred  to stay or dismiss  such action and remove or refer
such  Dispute to  arbitration.  If either  Borrower  or DFS brings or appeals an
action to vacate or modify an arbitration award and such party does not prevail,
such party will pay all costs and expenses,  including attorneys' fees, incurred
by the other party in  defending  such action.  Except as set forth above,  each
party will bear their own costs and expenses (including attorneys' fees).

         Section  16.8.   Limitations.   Any  arbitration   proceeding  must  be
instituted:  (a) with respect to any Dispute for the collection of any debt owed
by either  party to the  other,  within  two (2)  years  after the date the last
payment was received by the instituting party; and (b) with respect to any other
Dispute,  within two (2) years after the date the  incident  giving rise thereto
occurred, whether or not any damage was sustained or capable of ascertainment or
either  party  knew  of such  incident.  Failure  to  institute  an  arbitration
proceeding  within such period will constitute an absolute bar and waiver to the
institution of any proceeding,  whether arbitration or a court proceeding,  with
respect to such Dispute.

         Section 16.9.  Survival After  Termination.  The agreement to arbitrate
will survive the termination of this Agreement.

Section  17.   INVALIDITY/UNENFORCEABILITY   OF  BINDING  ARBITRATION.  IF  THIS
AGREEMENT IS FOUND TO BE NOT SUBJECT TO ARBITRATION,  ANY LEGAL  PROCEEDING WITH
RESPECT TO ANY DISPUTE WILL BE TRIED IN A COURT OF COMPETENT  JURISDICTION  BY A
JUDGE  WITHOUT A JURY.  BORROWER  AND DFS WAIVE ANY RIGHT TO A JURY TRIAL IN ANY
SUCH PROCEEDING.

Section 18.  GOVERNING LAW.  Borrower  acknowledges and agrees that this and all
other agreements  between Borrower and DFS have been  substantially  negotiated,
accepted,  and  will be  substantially  performed,  in the  state  of  Michigan.
Accordingly,  Borrower  agrees  that  all  Disputes  will be  governed  by,  and
construed  in  accordance  with,  the laws of such  state,  except to the extent
inconsistent  with the  provisions of the FAA which shall control and govern all
arbitration proceedings hereunder.

         IN  WITNESS  WHEREOF,  the  parties  have,  by  their  duly  authorized
officers, executed this Agreement as of the Effective Date.

THIS AGREEMENT  CONTAINS BINDING  ARBITRATION,  JURY WAIVER AND PUNITIVE DAMAGES
WAIVER PROVISIONS



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                     filed separately with the Commission.



ATTEST:                              TRAVIS BOATS & MOTORS, INC.
                                     a Texas corporation

                                     By:
-------------------------------         ----------------------------------------
Print Name:  Michael B. Perrine      Print Name:  Mark Walton
Title:  Secretary                    Title:  President


ATTEST:                              TBC Arkansas, Inc.
                                     a Arkansas corporation

                                     By:
-------------------------------         ----------------------------------------
Print Name:  Michael B. Perrine      Print Name:  Mark Walton
Title:  Secretary                    Title:  President


ATTEST:                              Travis Boating Center Arlington, Inc.
                                     a Texas corporation

                                     By:
-------------------------------         ----------------------------------------
Print Name:  Michael B. Perrine      Print Name:  Mark Walton
Title:  Secretary                    Title:  President


ATTEST:                              Travis Boating Center Beaumont, Inc.
                                     a Texas corporation

                                     By:
-------------------------------         ----------------------------------------
Print Name:  Michael B. Perrine      Print Name:  Mark Walton
Title:  Secretary                    Title:  President


ATTEST:                              Travis Boating Center Oklahoma, Inc.
                                     a Texas corporation

                                     By:
-------------------------------         ----------------------------------------
Print Name:  Michael B. Perrine      Print Name:  Mark Walton
Title:  Secretary                    Title:  President



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ATTEST:                              Travis Boating Center Tennessee, Inc.
                                     a Texas corporation

                                     By:
-------------------------------         ----------------------------------------
Print Name:  Michael B. Perrine      Print Name:  Mark Walton
Title:  Secretary                    Title:  President


ATTEST:                              Travis Snowden Marine, Inc.
                                     a Texas corporation

                                     By:
-------------------------------         ----------------------------------------
Print Name:  Michael B. Perrine      Print Name:  Mark Walton
Title:  Secretary                    Title:  President


ATTEST:                              Falcon Marine, Inc.
                                     a Texas corporation

                                     By:
-------------------------------         ----------------------------------------
Print Name:  Michael B. Perrine      Print Name:  Mark Walton
Title:  Secretary                    Title:  President


ATTEST:                              Falcon Marine Abilene, Inc.
                                     a Texas corporation

                                     By:
-------------------------------         ----------------------------------------
Print Name:  Michael B. Perrine      Print Name:  Mark Walton
Title:  Secretary                    Title:  President


ATTEST:                              Travis Boating Center of Alabama, Inc.
                                     a Texas corporation

                                     By:
-------------------------------         ----------------------------------------
Print Name:  Michael B. Perrine      Print Name:  Mark Walton
Title:  Secretary                    Title:  President



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                     filed separately with the Commission.


ATTEST:                              Travis Boating Center Louisiana, Inc.
                                     a Louisiana corporation

                                     By:
-------------------------------         ----------------------------------------
Print Name:  Michael B. Perrine      Print Name:  Mark Walton
Title:  Secretary                    Title:  President

ATTEST:                              Travis Boats & Motors Baton Rouge, Inc.
                                     a Louisiana corporation

                                     By:
-------------------------------         ----------------------------------------
Print Name:  Michael B. Perrine      Print Name:  Mark Walton
Title:  Secretary                    Title:  President


ATTEST:                              Travis Boating Center Mississippi, Inc.
                                     a Texas corporation

                                     By:
-------------------------------         ----------------------------------------
Print Name:  Michael B. Perrine      Print Name:  Mark Walton
Title:  Secretary                    Title:  President


ATTEST:                              Travis Boating Center Little Rock, Inc.
                                     an Arkansas corporation

                                     By:
-------------------------------         ----------------------------------------
Print Name:  Michael B. Perrine      Print Name:  Mark Walton
Title:  Secretary                    Title:  President


ATTEST:                              Red River Marine Arkansas, Inc.
                                     an Arkansas corporation

                                     By:
-------------------------------         ----------------------------------------
Print Name:  Michael B. Perrine      Print Name:  Mark Walton
Title:  Secretary                    Title:  President



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                     filed separately with the Commission.




ATTEST:                              Shelby Marine Center, Inc.
                                     a Tennessee corporation

                                     By:
-------------------------------         ----------------------------------------
Print Name:  Michael B. Perrine      Print Name:  Mark Walton
Title:  Secretary                    Title:  President


ATTEST:                              Shelby Marine Pickwick, LLC
                                     a Tennessee limited liability company

                                     By:  Travis Boating Center Tennessee, Inc.

                                     By:
-------------------------------         ----------------------------------------
Print Name:  Michael B. Perrine      Print Name:  Mark Walton
Title:  Secretary                    Title:  President


                                     DEUTSCHE FINANCIAL SERVICES
                                     CORPORATION

                                     By:
                                        ----------------------------------------
                                     Print Name:
                                                --------------------------------
                                     Title:
                                           -------------------------------------

                           Accepted at Troy, Michigan




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                                INDEX OF EXHIBITS



               EXHIBIT 2.3                    BORROWING BASE CERTIFICATE

               EXHIBIT 6.1.10                 OFFICER'S CERTIFICATE



               EXHIBIT 8.1.10(C)              LOAN AND SECURITY

                                              AGREEMENT CERTIFICATIONS

               EXHIBIT 9.3                    COVENANT COMPLIANCE CERTIFICATE





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                                   EXHIBIT 2.3

                           BORROWING BASE CERTIFICATE



Travis Boats & Motors, Inc.
Deutsche Financial Services
Borrowing Base Certificate
On Revolving Line of Credit for all Stores outside of Florida and Georgia
                           At ________________________


<TABLE>
<CAPTION>
<S>   <C>                                                                                        <C>

(1.)
(1.1) The lesser of $3,000,000 of eligible used inventory held for not more than 365 days:       $
                                            x (times) advance rate of 70%                        __________
                                            = (equals) amount eligible to borrow:                $


(2.)
The lesser of $2,500,000 or 50% of the cost of eligible parts inventory:
                                    Total eligible parts inventory:                              $
                                            x (times) advance rate of 50%                        __________
                                            = (equals) amount eligible to borrow:                $

</TABLE>

                Equals Total Proposed Borrowing Base Certificate   $___________
                          (Not to exceed $5,500,000)


Borrower:           Travis Boats & Motors, Inc. and subsidiaries
                  -----------------------------------------------------

By:
                  -----------------------------------------------------

Signor:
                  -----------------------------------------------------




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                                 EXHIBIT 6.1.10

                              OFFICER'S CERTIFICATE



         I, Mark  Walton,  President  of Travis  Boats & Motors,  Inc.,  a Texas
corporation,   ("Borrower"),  hereby  certify  to  Deutsche  Financial  Services
Corporation  ("DFS"),  in  connection  with the  Amended and  Restated  Loan and
Security  Agreement  dated as of December  10,  2001  between  Travis  Boats and
Motors, Inc. and its Subsidiaries set forth therein (individually, collectively,
jointly and severally "Borrower") and DFS (the "Agreement"; terms defined in the
Agreement are used herein as so defined), that:

         1. The  representations and warranties of Borrower contained in Section
7 of the  Agreement  are  correct on and as of the date hereof as though made on
and as of such date;

         2. No event has  occurred and is  continuing,  or would result from any
Loan  being made to  Borrower  under the  Agreement  on the date  hereof,  which
constitutes a Default; and

         3. After the  funding of the Loans to be made by DFS to Borrower on the
date  hereof,  Borrower  will be in full  compliance  with all of the  terms and
provisions of the Agreement.

      IN WITNESS WHEREOF, I have signed this Certificate as December 10, 2001.

                                     TRAVIS BOATS & MOTORS, INC.

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







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                                 EXHIBIT 6.1.10

                              OFFICER'S CERTIFICATE

         I,  Mark  Walton,   President  of  TBC  Arkansas,   Inc.,  an  Arkansas
corporation,   ("Borrower"),  hereby  certify  to  Deutsche  Financial  Services
Corporation  ("DFS"),  in  connection  with the  Amended and  Restated  Loan and
Security Agreement as of December 10, 2001 between Travis Boats and Motors, Inc.
and its Subsidiaries set forth therein (individually,  collectively, jointly and
severally  "Borrower") and DFS (the "Agreement";  terms defined in the Agreement
are used herein as so defined), that:

         1. The  representations and warranties of Borrower contained in Section
7 of the  Agreement  are  correct on and as of the date hereof as though made on
and as of such date;

         2. No event has  occurred and is  continuing,  or would result from any
Loan  being made to  Borrower  under the  Agreement  on the date  hereof,  which
constitutes a Default; and

         3. After the  funding of the Loans to be made by DFS to Borrower on the
date  hereof,  Borrower  will be in full  compliance  with all of the  terms and
provisions of the Agreement.

         IN WITNESS  WHEREOF,  I have signed this Certificate as of December 10,
2001.

                               TBC Arkansas, Inc.

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






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                                 EXHIBIT 6.1.10

                              OFFICER'S CERTIFICATE

         I, Mark Walton,  President of Travis Boating Center Arlington,  Inc., a
Texas corporation,  ("Borrower"),  hereby certify to Deutsche Financial Services
Corporation  ("DFS"),  in  connection  with the  Amended and  Restated  Loan and
Security Agreement as of December 10, 2001 between Travis Boats and Motors, Inc.
and its Subsidiaries set forth therein (individually,  collectively, jointly and
severally  "Borrower") and DFS (the "Agreement";  terms defined in the Agreement
are used herein as so defined), that:

         1. The  representations and warranties of Borrower contained in Section
7 of the  Agreement  are  correct on and as of the date hereof as though made on
and as of such date;

         2. No event has  occurred and is  continuing,  or would result from any
Loan  being made to  Borrower  under the  Agreement  on the date  hereof,  which
constitutes a Default; and

         3. After the  funding of the Loans to be made by DFS to Borrower on the
date  hereof,  Borrower  will be in full  compliance  with all of the  terms and
provisions of the Agreement.

         IN WITNESS  WHEREOF,  I have signed this Certificate as of December 10,
2001.

                                Travis Boating Center Arlington, Inc.

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






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                     filed separately with the Commission.


                                 EXHIBIT 6.1.10

                              OFFICER'S CERTIFICATE

         I, Mark Walton, President Travis Boating Center Beaumont, Inc., a Texas
corporation,   ("Borrower"),  hereby  certify  to  Deutsche  Financial  Services
Corporation  ("DFS"),  in  connection  with the  Amended and  Restated  Loan and
Security Agreement as of December 10, 2001 between Travis Boats and Motors, Inc.
and its Subsidiaries set forth therein (individually,  collectively, jointly and
severally  "Borrower") and DFS (the "Agreement";  terms defined in the Agreement
are used herein as so defined), that:

         1. The  representations and warranties of Borrower contained in Section
7 of the  Agreement  are  correct on and as of the date hereof as though made on
and as of such date;

         2. No event has  occurred and is  continuing,  or would result from any
Loan  being made to  Borrower  under the  Agreement  on the date  hereof,  which
constitutes a Default; and

         3. After the  funding of the Loans to be made by DFS to Borrower on the
date  hereof,  Borrower  will be in full  compliance  with all of the  terms and
provisions of the Agreement.

         IN WITNESS  WHEREOF,  I have signed this Certificate as of December 10,
2001.

                                Travis Boating Center Beaumont, Inc.

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






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                     filed separately with the Commission.


                                 EXHIBIT 6.1.10

                              OFFICER'S CERTIFICATE

         I, Mark Walton,  President of Travis Boating Center  Oklahoma,  Inc., a
Texas corporation,  ("Borrower"),  hereby certify to Deutsche Financial Services
Corporation  ("DFS"),  in  connection  with the  Amended and  Restated  Loan and
Security Agreement as of December 10, 2001 between Travis Boats and Motors, Inc.
and its Subsidiaries set forth therein (individually,  collectively, jointly and
severally  "Borrower") and DFS (the "Agreement";  terms defined in the Agreement
are used herein as so defined), that:

         1. The  representations and warranties of Borrower contained in Section
7 of the  Agreement  are  correct on and as of the date hereof as though made on
and as of such date;

         2. No event has  occurred and is  continuing,  or would result from any
Loan  being made to  Borrower  under the  Agreement  on the date  hereof,  which
constitutes a Default; and

         3. After the  funding of the Loans to be made by DFS to Borrower on the
date  hereof,  Borrower  will be in full  compliance  with all of the  terms and
provisions of the Agreement.

         IN WITNESS  WHEREOF,  I have signed this Certificate as of December 10,
2001.

                                Travis Boating Center  Oklahoma, Inc.

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







                                       58
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                     filed separately with the Commission.


                                 EXHIBIT 6.1.10

                              OFFICER'S CERTIFICATE

         I, Mark Walton,  President of Travis Boating Center Tennessee,  Inc., a
Texas corporation,  ("Borrower"),  hereby certify to Deutsche Financial Services
Corporation  ("DFS"),  in  connection  with the  Amended and  Restated  Loan and
Security Agreement as of December 10, 2001 between Travis Boats and Motors, Inc.
and its Subsidiaries set forth therein (individually,  collectively, jointly and
severally  "Borrower") and DFS (the "Agreement";  terms defined in the Agreement
are used herein as so defined), that:

         1. The  representations and warranties of Borrower contained in Section
7 of the  Agreement  are  correct on and as of the date hereof as though made on
and as of such date;

         2. No event has  occurred and is  continuing,  or would result from any
Loan  being made to  Borrower  under the  Agreement  on the date  hereof,  which
constitutes a Default; and

         3. After the  funding of the Loans to be made by DFS to Borrower on the
date  hereof,  Borrower  will be in full  compliance  with all of the  terms and
provisions of the Agreement.

         IN WITNESS  WHEREOF,  I have signed this Certificate as of December 10,
2001.

                                Travis Boating Center Tennessee, Inc.

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






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                     filed separately with the Commission.


                                 EXHIBIT 6.1.10

                              OFFICER'S CERTIFICATE

         I, Mark  Walton,  President  of Travis  Snowden  Marine,  Inc., a Texas
corporation,   ("Borrower"),  hereby  certify  to  Deutsche  Financial  Services
Corporation  ("DFS"),  in connection with Amended and Restated Loan and Security
Agreement as of December 10, 2001 between Travis Boats and Motors,  Inc. and its
Subsidiaries  set  forth  therein  (individually,   collectively,   jointly  and
severally  "Borrower") and DFS (the "Agreement";  terms defined in the Agreement
are used herein as so defined), that:

         1. The  representations and warranties of Borrower contained in Section
7 of the  Agreement  are  correct on and as of the date hereof as though made on
and as of such date;

         2. No event has  occurred and is  continuing,  or would result from any
Loan  being made to  Borrower  under the  Agreement  on the date  hereof,  which
constitutes a Default; and

         3. After the  funding of the Loans to be made by DFS to Borrower on the
date  hereof,  Borrower  will be in full  compliance  with all of the  terms and
provisions of the Agreement.

         IN WITNESS  WHEREOF,  I have signed this Certificate as of December 10,
2001.

                                Travis Snowden Marine, Inc.

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



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                     filed separately with the Commission.


                                 EXHIBIT 6.1.10

                              OFFICER'S CERTIFICATE

         I, Mark Walton,  President of Falcon Marine, Inc., a Texas corporation,
("Borrower"), hereby certify to Deutsche Financial Services Corporation ("DFS"),
in connection  with the Amended and Restated  Loan and Security  Agreement as of
December 10, 2001 between Travis Boats and Motors, Inc. and its Subsidiaries set
forth therein (individually, collectively, jointly and severally "Borrower") and
DFS (the  "Agreement";  terms  defined in the  Agreement  are used  herein as so
defined), that:

         1. The  representations and warranties of Borrower contained in Section
7 of the  Agreement  are  correct on and as of the date hereof as though made on
and as of such date;

         2. No event has  occurred and is  continuing,  or would result from any
Loan  being made to  Borrower  under the  Agreement  on the date  hereof,  which
constitutes a Default; and

         3. After the  funding of the Loans to be made by DFS to Borrower on the
date  hereof,  Borrower  will be in full  compliance  with all of the  terms and
provisions of the Agreement.

         IN WITNESS  WHEREOF,  I have signed this Certificate as of December 10,
2001.

                               Falcon Marine, Inc.

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





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                     filed separately with the Commission.


                                 EXHIBIT 6.1.10

                              OFFICER'S CERTIFICATE

         I, Mark  Walton,  President  of Falcon  Marine  Abilene,  Inc., a Texas
corporation,   ("Borrower"),  hereby  certify  to  Deutsche  Financial  Services
Corporation  ("DFS"),  in  connection  with the  Amended and  Restated  Loan and
Security Agreement as of December 10, 2001 between Travis Boats and Motors, Inc.
and its Subsidiaries set forth therein (individually,  collectively, jointly and
severally  "Borrower") and DFS (the "Agreement";  terms defined in the Agreement
are used herein as so defined), that:

         1. The  representations and warranties of Borrower contained in Section
7 of the  Agreement  are  correct on and as of the date hereof as though made on
and as of such date;

         2. No event has  occurred and is  continuing,  or would result from any
Loan  being made to  Borrower  under the  Agreement  on the date  hereof,  which
constitutes a Default; and

         3. After the  funding of the Loans to be made by DFS to Borrower on the
date  hereof,  Borrower  will be in full  compliance  with all of the  terms and
provisions of the Agreement.

         IN WITNESS  WHEREOF,  I have signed this Certificate as of December 10,
2001.

                                Falcon Marine Abilene, Inc.

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





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                     filed separately with the Commission.


                                 EXHIBIT 6.1.10

                              OFFICER'S CERTIFICATE

         I, Mark Walton,  President of Travis  Boating Center  Alabama,  Inc., a
Texas corporation,  ("Borrower"),  hereby certify to Deutsche Financial Services
Corporation  ("DFS"),  in  connection  with the  Amended and  Restated  Loan and
Security Agreement as of December 10, 2001 between Travis Boats and Motors, Inc.
and its Subsidiaries set forth therein (individually,  collectively, jointly and
severally  "Borrower") and DFS (the "Agreement";  terms defined in the Agreement
are used herein as so defined), that:

         1. The  representations and warranties of Borrower contained in Section
7 of the  Agreement  are  correct on and as of the date hereof as though made on
and as of such date;

         2. No event has  occurred and is  continuing,  or would result from any
Loan  being made to  Borrower  under the  Agreement  on the date  hereof,  which
constitutes a Default; and

         3. After the  funding of the Loans to be made by DFS to Borrower on the
date  hereof,  Borrower  will be in full  compliance  with all of the  terms and
provisions of the Agreement.

         IN WITNESS  WHEREOF,  I have signed this Certificate as of December 10,
2001.

                                Travis Boating Center Alabama, Inc.

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


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                     filed separately with the Commission.


                                 EXHIBIT 6.1.10

                              OFFICER'S CERTIFICATE

         I, Mark Walton,  President of Travis Boating Center Louisiana,  Inc., a
Louisiana  corporation,  ("Borrower"),  hereby  certify  to  Deutsche  Financial
Services  Corporation  ("DFS"), in connection with the Amended and Restated Loan
and Security  Agreement as of December 10, 2001 between Travis Boats and Motors,
Inc. and its Subsidiaries set forth therein (individually, collectively, jointly
and  severally  "Borrower")  and DFS  (the  "Agreement";  terms  defined  in the
Agreement are used herein as so defined), that:

         1. The  representations and warranties of Borrower contained in Section
7 of the  Agreement  are  correct on and as of the date hereof as though made on
and as of such date;

         2. No event has  occurred and is  continuing,  or would result from any
Loan  being made to  Borrower  under the  Agreement  on the date  hereof,  which
constitutes a Default; and

         3. After the  funding of the Loans to be made by DFS to Borrower on the
date  hereof,  Borrower  will be in full  compliance  with all of the  terms and
provisions of the Agreement.

      IN WITNESS  WHEREOF,  I have signed this  Certificate  as of December  10,
2001.

                                Travis Boating Center Louisiana, Inc.

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





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<PAGE>

                        Confidential Treatment Requested.
          Confidential portions of this document have been redacted and
                     filed separately with the Commission.


                                 EXHIBIT 6.1.10

                              OFFICER'S CERTIFICATE

         I, Mark Walton, President of Travis Boats & Motors Baton Rouge, Inc., a
Louisiana  corporation,  ("Borrower"),  hereby  certify  to  Deutsche  Financial
Services  Corporation  ("DFS"), in connection with the Amended and Restated Loan
and Security  Agreement as of December 10, 2001 between Travis Boats and Motors,
Inc. and its Subsidiaries set forth therein (individually, collectively, jointly
and  severally  "Borrower")  and DFS  (the  "Agreement";  terms  defined  in the
Agreement are used herein as so defined), that:

         1. The  representations and warranties of Borrower contained in Section
7 of the  Agreement  are  correct on and as of the date hereof as though made on
and as of such date;

         2. No event has  occurred and is  continuing,  or would result from any
Loan  being made to  Borrower  under the  Agreement  on the date  hereof,  which
constitutes a Default; and

         3. After the  funding of the Loans to be made by DFS to Borrower on the
date  hereof,  Borrower  will be in full  compliance  with all of the  terms and
provisions of the Agreement.

         IN WITNESS  WHEREOF,  I have signed this Certificate as of December 10,
2001.

                                Travis Boats & Motors Baton Rouge, Inc.

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







                                       65
<PAGE>

                        Confidential Treatment Requested.
          Confidential portions of this document have been redacted and
                     filed separately with the Commission.


                                 EXHIBIT 6.1.10

                              OFFICER'S CERTIFICATE

         I, Mark Walton, President of Travis Boating Center Mississippi, Inc., a
Texas corporation,  ("Borrower"),  hereby certify to Deutsche Financial Services
Corporation  ("DFS"),  in  connection  with the  Amended and  Restated  Loan and
Security Agreement as of December 10, 2001 between Travis Boats and Motors, Inc.
and its Subsidiaries set forth therein (individually,  collectively, jointly and
severally  "Borrower") and DFS (the "Agreement";  terms defined in the Agreement
are used herein as so defined), that:

         1. The  representations and warranties of Borrower contained in Section
7 of the  Agreement  are  correct on and as of the date hereof as though made on
and as of such date;

         2. No event has  occurred and is  continuing,  or would result from any
Loan  being made to  Borrower  under the  Agreement  on the date  hereof,  which
constitutes a Default; and

         3. After the  funding of the Loans to be made by DFS to Borrower on the
date  hereof,  Borrower  will be in full  compliance  with all of the  terms and
provisions of the Agreement.

         IN WITNESS  WHEREOF,  I have signed this Certificate as of December 10,
2001.

                                Travis Boating Center Mississippi, Inc.

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




                                       66
<PAGE>

                        Confidential Treatment Requested.
          Confidential portions of this document have been redacted and
                     filed separately with the Commission.


                                 EXHIBIT 6.1.10

                              OFFICER'S CERTIFICATE

         I, Mark Walton,  President of Travis Boating Center Little Rock,  Inc.,
an Arkansas  corporation,  ("Borrower"),  hereby  certify to Deutsche  Financial
Services  Corporation  ("DFS"), in connection with the Amended and Restated Loan
and Security  Agreement as of December 10, 2001 between Travis Boats and Motors,
Inc. and its Subsidiaries set forth therein (individually, collectively, jointly
and  severally  "Borrower")  and DFS  (the  "Agreement";  terms  defined  in the
Agreement are used herein as so defined), that:

         1. The  representations and warranties of Borrower contained in Section
7 of the  Agreement  are  correct on and as of the date hereof as though made on
and as of such date;

         2. No event has  occurred and is  continuing,  or would result from any
Loan  being made to  Borrower  under the  Agreement  on the date  hereof,  which
constitutes a Default; and

         3. After the  funding of the Loans to be made by DFS to Borrower on the
date  hereof,  Borrower  will be in full  compliance  with all of the  terms and
provisions of the Agreement.

         IN WITNESS  WHEREOF,  I have signed this Certificate as of December 10,
2001.

                                Travis Boating Center Little Rock, Inc.

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






                                       67
<PAGE>

                        Confidential Treatment Requested.
          Confidential portions of this document have been redacted and
                     filed separately with the Commission.


                                 EXHIBIT 6.1.10

                              OFFICER'S CERTIFICATE

         I, Mark Walton, President of Red River Marine Center Arkansas, Inc., an
Arkansas  corporation,   ("Borrower"),  hereby  certify  to  Deutsche  Financial
Services  Corporation  ("DFS"), in connection with the Amended and Restated Loan
and Security  Agreement as of December 10, 2001 between Travis Boats and Motors,
Inc. and its Subsidiaries set forth therein (individually, collectively, jointly
and  severally  "Borrower")  and DFS  (the  "Agreement";  terms  defined  in the
Agreement are used herein as so defined), that:

         1. The  representations and warranties of Borrower contained in Section
7 of the  Agreement  are  correct on and as of the date hereof as though made on
and as of such date;

         2. No event has  occurred and is  continuing,  or would result from any
Loan  being made to  Borrower  under the  Agreement  on the date  hereof,  which
constitutes a Default; and

         3. After the  funding of the Loans to be made by DFS to Borrower on the
date  hereof,  Borrower  will be in full  compliance  with all of the  terms and
provisions of the Agreement.

         IN WITNESS  WHEREOF,  I have signed this Certificate as of December 10,
2001.

                                Red River Marine Arkansas, Inc.

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






                                       68
<PAGE>

                        Confidential Treatment Requested.
          Confidential portions of this document have been redacted and
                     filed separately with the Commission.


                                 EXHIBIT 6.1.10

                              OFFICER'S CERTIFICATE

         I, Mark Walton,  President of Shelby Marine  Center,  Inc., a Tennessee
corporation,   ("Borrower"),  hereby  certify  to  Deutsche  Financial  Services
Corporation  ("DFS"),  in  connection  with the  Amended and  Restated  Loan and
Security Agreement as of December 10, 2001 between Travis Boats and Motors, Inc.
and its Subsidiaries set forth therein (individually,  collectively, jointly and
severally  "Borrower") and DFS (the "Agreement";  terms defined in the Agreement
are used herein as so defined), that:

         1. The  representations and warranties of Borrower contained in Section
7 of the  Agreement  are  correct on and as of the date hereof as though made on
and as of such date;

         2. No event has  occurred and is  continuing,  or would result from any
Loan  being made to  Borrower  under the  Agreement  on the date  hereof,  which
constitutes a Default; and

         3. After the  funding of the Loans to be made by DFS to Borrower on the
date  hereof,  Borrower  will be in full  compliance  with all of the  terms and
provisions of the Agreement.

         IN WITNESS  WHEREOF,  I have signed this Certificate as of December 10,
2001.

                                Shelby Marine Center, Inc.

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





                                       69
<PAGE>

                        Confidential Treatment Requested.
          Confidential portions of this document have been redacted and
                     filed separately with the Commission.


                                 EXHIBIT 6.1.10

                              OFFICER'S CERTIFICATE

         I, Mark Walton, President of Travis Boating Center Tennessee, Inc., the
sole  member of Shelby  Marine  Pickwick,  LLC, a  Tennessee  limited  liability
company, ("Borrower"), hereby certify to Deutsche Financial Services Corporation
("DFS"), in connection with the Amended and Restated Loan and Security Agreement
as of  December  10,  2001  between  Travis  Boats  and  Motors,  Inc.  and  its
Subsidiaries  set  forth  therein  (individually,   collectively,   jointly  and
severally  "Borrower") and DFS (the "Agreement";  terms defined in the Agreement
are used herein as so defined), that:

         1. The  representations and warranties of Borrower contained in Section
7 of the  Agreement  are  correct on and as of the date hereof as though made on
and as of such date;

         2. No event has  occurred and is  continuing,  or would result from any
Loan  being made to  Borrower  under the  Agreement  on the date  hereof,  which
constitutes a Default; and

         3. After the  funding of the Loans to be made by DFS to Borrower on the
date  hereof,  Borrower  will be in full  compliance  with all of the  terms and
provisions of the Agreement.

         IN WITNESS  WHEREOF,  I have signed this Certificate as of December 10,
2001.

                                Shelby Marine Pickwick, LLC

                                Travis Boating Center Tennessee, Inc.

                                     Member

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





                                       70
<PAGE>

                        Confidential Treatment Requested.
          Confidential portions of this document have been redacted and
                     filed separately with the Commission.


                                EXHIBIT 8.1.10(c)

                   LOAN AND SECURITY AGREEMENT CERTIFICATIONS

         AS OF __________________, 20__

     In accordance  with Section  8.1.10(c) of the Amended and Restated Loan and
Security  Agreement  dated as of December 10, 2001  ("Agreement"),  among Travis
Boats  &  Motors,  Inc.  and  its  Subsidiaries  listed  therein  (individually,
collectively,  jointly and severally "Borrower") and Deutsche Financial Services
Corporation, I certify that:

     (i) all Borrower  prepared  quarterly  financial  statements  (Consolidated
Balance Sheet and  Consolidated  Statement of Operations) for the quarter ending
_______________,  20__, all unaudited, fairly present the financial position and
results of operations of Borrower and its Subsidiaries and have been prepared in
accordance with generally accepted accounting principles consistently applied.

     (ii) to the  best of my  knowledge,  and  after  review  of the  Agreement,
Borrower has kept,  observed,  performed and fulfilled each and every  covenant,
obligation  and agreement  binding upon Borrower under the Agreement and that no
Default has occurred.

                               Travis Boats & Motors, Inc.
                               a Texas corporation
                               On Behalf of Itself and the Other Borrowers

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





                                       71
<PAGE>

                        Confidential Treatment Requested.
          Confidential portions of this document have been redacted and
                     filed separately with the Commission.


                                   EXHIBIT 9.3

                         COVENANT COMPLIANCE CERTIFICATE

                             [To be provided by DFS]















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