Exhibit 10.61



                            SUBORDINATION AGREEMENT -
                           TRAVIS BOATS & MOTORS, INC.
                     INDEBTEDNESS TO SHAREHOLDER PURCHASERS

         WHEREAS,  TRAVIS BOATS & MOTORS,  INC.  ("Borrower") is now indebted to
the undersigned shareholder purchasers in the aggregate amount of $1,300,000 and
may from time to time hereafter  become  indebted to the  undersigned in further
amounts; and

         WHEREAS,  Borrower has  requested,  and may from time to time hereafter
request,  Brunswick Corporation  (hereinafter,  together with its successors and
assigns,  called  "Lender")  to make or agree to make  loans,  advances or other
financial accommodations to Borrower.

         NOW, THEREFORE,  to induce Lender, from time to time, at its option, to
make  or  agree  to make  loans,  advances  or  other  financial  accommodations
(including,   without  limitation,   renewals,   amendments,   modifications  or
extensions of any loans or advances  heretofore or hereafter  made) to Borrower,
and for other valuable  consideration,  receipt whereof is hereby  acknowledged,
the undersigned agree as follows:

         1.  All  obligations  of  Borrower,   howsoever  created,   arising  or
evidenced,  whether  direct  or  indirect,  absolute  or  contingent  or  now or
hereafter   existing,   or  due  or  to  become  due,  are  hereinafter   called
"Liabilities".   All  Liabilities  to  Lender  are  hereinafter  called  "Senior
Liabilities"; and all Liabilities to the undersigned arising pursuant to (i) the
Subordinated  Note Purchase  Agreement  (the "Purchase  Agreement")  dated as of
December 14, 2001 between the Borrower and the  undersigned and the notes issued
pursuant  thereto (the  "Convertible  Notes") or (ii) any other loan arrangement
are hereinafter called "Junior  Liabilities";  it being expressly understood and
agreed  that the term  "Senior  Liabilities",  as used  herein,  shall  include,
without  limitation,  any  and  all  interest  accruing  on any  of  the  Senior
Liabilities after the commencement of any proceedings referred to in paragraph 6
hereof,  notwithstanding  any provision or rule of law which might  restrict the
rights of Lender,  as against Borrower or anyone else, to collect such interest.
Copies of all  instruments,  agreements  and documents  representing  the Junior
Liabilities  currently  in  existence  are  attached  hereto as  Schedule A (the
"Subordinated  Debt  Documents").   The  undersigned  agree  that  the  Purchase
Agreement shall not be amended or restated without the consent of Lender.

         2. The undersigned acknowledge and agree that (a) the maximum principal
amount of the Senior  Liabilities as of the date of this Agreement is $3,000,000
(the  "Senior  Liability  Principal  Amount");  and (b) the  Senior  Liabilities
Principal  Amount shall not increase  without the prior  written  consent of the
undersigned.

         3. The undersigned  shall (a) promptly notify Lender of the creation of
any Junior  Liabilities  and of the  issuance  of any  promissory  note or other
instrument to evidence any such Junior  Liabilities  other than the  Convertible
Notes issued on the date hereof; and (b) upon Lender's request, cause any Junior
Liabilities  which are not evidenced by a promissory note or other instrument of
Borrower to be so evidenced.
<PAGE>

         4. The undersigned  hereby consent to the creation and existence of the
Senior Liabilities.

         5. Except as expressly allowed pursuant to this Agreement, or as Lender
may  hereafter  otherwise  expressly  consent to in writing,  the payment of all
Junior  Liabilities  shall be postponed  and  subordinated  to the  indefeasible
payment  in  full  of  all  Senior   Liabilities,   and  no  payments  or  other
distributions whatsoever in respect of any Junior Liabilities shall be made, nor
shall any  property or assets of  Borrower  be applied to the  purchase or other
acquisition or retirement of any Junior Liabilities;  provided,  however, if all
accrued  interest  and then payable on the Senior  Liabilities  is paid in full,
accrued  interest may be paid on the Junior  Liabilities in accordance  with its
terms  to the  extent  that  (i)  such  interest  with  respect  to  the  Junior
Liabilities  is paid at least 45 days prior to the next  interest  payment  date
with respect to the Senior  Liabilities ; and (ii) such payment of interest with
respect  to the Junior  Liabilities  does not cause an Event of  Default,  or an
event  which with the passage of time would  become an Event of  Default,  under
that certain  Subordinated Note Purchase Agreement dated as of December 14, 2001
between the Borrower  and the Lender,  as amended from time to time (the "Senior
Subordinated  Agreement").  Without limitation of the foregoing, the undersigned
expressly  agree that no  principal  payment  shall be made with  respect to the
Junior  Liabilities  until  the  Senior  Liabilities  are  paid  in full or this
Agreement is terminated in accordance with paragraph 12.

         Until the Senior  Liabilities have been  indefeasibly paid in full, the
undersigned agree that any security interests and liens the undersigned now have
or hereafter  may have in any or all of the property  (whether real or personal)
of Borrower is and shall be subordinate to Lender's security interests and liens
in such property but only to the extent such  security  interests or liens arise
pursuant  to the  Purchase  Agreement  or are in any way  related  to the Junior
Liabilities (including, but not limited to, any judgment liens and liens arising
by operation of law).  Without  limitation  of the  foregoing,  the  undersigned
acknowledge and agree that the subordination of lien set forth in this paragraph
5 applies  notwithstanding any right of the undersigned to effect any collection
or enforcement of any of the Junior Liabilities as allowed under paragraph 10 of
this Agreement.

         6.  In  the  event  of  any  dissolution,   winding  up,   liquidation,
readjustment,  reorganization or other similar proceedings  relating to Borrower
or to its property (whether voluntary or involuntary,  partial or complete,  and
whether in bankruptcy, insolvency or receivership, or upon an assignment for the
benefit  of  creditors,  or  any  other  marshaling  of  Borrower's  assets  and
liabilities,  or any sale of all or substantially  all of Borrower's  assets, or
otherwise),  the  Senior  Liabilities  shall  first be paid in full  before  the
undersigned  shall  be  entitled  to  receive  and  to  retain  any  payment  or
distribution  in respect of the Junior  Liabilities,  and, in order to implement
the foregoing,  (a) all payments and  distributions  of any kind or character in
respect of the Junior  Liabilities to which the undersigned would be entitled if
the Junior  Liabilities were not  subordinated,  pledged or assigned pursuant to
this  Agreement  shall be made  directly to Lender;  (b) the  undersigned  shall
promptly file a claim or claims, in the form required in such  proceedings,  for
the full  outstanding  amount of the Junior  Liabilities,  and shall  cause said
claim or claims to be  approved  and all  payments  and other  distributions  in
respect thereof to be made directly to Lender;  and (c) the  undersigned  hereby

                                       2
<PAGE>

irrevocably  agree that Lender may, at its sole  discretion,  in the name of the
undersigned or otherwise, demand, sue for, collect, receive and give receipt for
any and all such payments or distributions,  and file, prove and vote or consent
in any such  proceedings with respect to, any and all claims of that undersigned
relating to the Junior Liabilities.

         7. In the event  that the  undersigned  receive  any  payment  or other
distribution  of any kind or  character  from  Borrower or from any other source
whatsoever in respect of any of the Junior Liabilities,  other than as expressly
permitted by the terms of this  Agreement,  such  payment or other  distribution
shall  be  received  in  trust  for  Lender  and  promptly  turned  over  by the
undersigned to Lender.  It is expressly  understood and agreed that any interest
or principal  payment with respect to the Junior  Liabilities which was properly
made in accordance with the terms of this Agreement at the time of payment shall
not be held in trust for Lender and shall not be turned over by the  undersigned
to Lender, notwithstanding any subsequent event. Following the payment of all of
the Senior Liabilities and termination of all of Lender's obligations to provide
any  financing  to  Borrower,  including,  but not  limited  to,  under the Loan
Agreement,  the  undersigned  shall be  subrogated to Lender with respect to the
amounts  paid to Lender  pursuant to the  immediately  preceding  sentence.  The
undersigned shall mark the undersigned's  books and records,  and cause Borrower
to mark its  books  and  records,  so as to  clearly  indicate  that the  Junior
Liabilities are subordinated in accordance with the terms of this Agreement, and
shall cause to be clearly  inserted in any promissory  note or other  instrument
which at any time  evidences  any of the Junior  Liabilities  a statement to the
effect that the payment  thereof is subordinated in accordance with the terms of
this  Agreement.  The  undersigned  shall  execute  such  further  documents  or
instruments  and take such further action as Lender may reasonably  from time to
time request to carry out the intent of this Agreement.

         8. All payments and distributions  received by Lender in respect of the
Junior  Liabilities,  to the extent  received in or converted  into cash, may be
applied  by  Lender  first to the  payment  of any and all  expenses  (including
attorneys'  fees and  costs)  paid or  incurred  by  Lender  in  enforcing  this
Agreement  or in  endeavoring  to  collect  or  realize  upon any of the  Junior
Liabilities or any security therefor,  and any balance thereof shall,  solely as
between  the  undersigned  and  Lender,  be applied by Lender,  in such order of
application  as Lender may from time to time  select,  toward the payment of the
Senior Liabilities remaining unpaid; provided,  however, as between Borrower and
its creditors,  no such payments or distributions of any kind or character shall
be deemed to be payments or distributions in respect of the Senior  Liabilities;
and,  notwithstanding  any such payments or distributions  received by Lender in
respect of the Junior Liabilities and so applied by Lender toward the payment of
the Senior Liabilities, the undersigned shall be subrogated to the then existing
rights of Lender, if any, in respect of the Senior Liabilities only at such time
as this Agreement  shall have been  discontinued  and Lender shall have received
payment of the full amount of the Senior  Liabilities,  as provided in paragraph
11 hereof.

         9. The  undersigned  hereby waive (a) notice of acceptance by Lender of
this Agreement; (b) notice of the existence or creation or non-payment of all or
any of the Senior Liabilities; and (c) all diligence in collection or protection
of or  realization  upon the Senior  Liabilities  or any thereof or any security
therefor.


                                       3
<PAGE>

         10.  Without the  Lender's  consent,  the  undersigned  may transfer or
assign any or all Junior  Liabilities to any party who agrees to  simultaneously
enter into a subordination  agreement with the Lender  substantially in the form
of this  Agreement,  with such changes as are necessary to reflect such transfer
or  assignment.  The  undersigned  shall not,  without  Lender's  prior  written
consent,  (a)  cancel,  waive,  forgive,  or attempt to enforce or  collect,  or
subordinate to any  Liabilities,  other than the  subordination  pursuant to the
Senior  Liabilities under this Agreement and the "Senior  Liabilities" under two
separate Subordination  Agreements - Travis Boats & Motors, Inc. Indebtedness to
Shareholder  Purchasers  executed  by the  undersigned  as of the date hereof in
favor of Transamerica  Commercial  Finance  Corporation  and Deutsche  Financial
Services  Corporation,  any Junior Liabilities or any rights in respect thereof;
(b) take any  collateral  security for any Junior  Liabilities;  (c) convert any
Junior Liabilities into stock of Borrower except as set forth in the Convertible
Notes;  (d)  commence,  or join  with any  other  creditor  in  commencing,  any
bankruptcy,  reorganization or insolvency  proceedings with respect to Borrower;
(e) declare any default under any agreement, instrument or document representing
any of the Junior  Liabilities,  including  but not limited to the  Subordinated
Debt  Documents;  or (f) amend,  modify,  extend,  renew,  supplement,  replace,
substitute  and/or restate the Subordinated Debt Documents;  provided,  however,
that the undersigned may pursue  enforcement and collection of interest payments
with  respect  to the  Junior  Liabilities.  to the  extent  such  payments  are
permitted by paragraph 5 hereof.  The undersigned may not pursue any enforcement
or  collection  of interest if such  collection  or  enforcement  is  prohibited
because  repayment  of the Junior  Liabilities  would cause a default  under the
terms of the Senior Subordinated  Agreement then the undersigned may not collect
that portion of the Junior  Liabilities  that would cause an Event of Default to
occur, whether immediately or with the passing of time, the giving of notice, or
both, pursuant to the provisions of the Loan Agreement.  The undersigned may not
enforce  or  collect  on the  principal  payments  with  respect  to the  Junior
Liabilities  until  such  time as Lender  has been  paid in full for all  Senior
Liabilities.  To the  extent  that the  undersigned  take any  permitted  action
pursuant to this paragraph 10, the undersigned  shall give Lender written notice
of such  action  contemporaneously  with or prior  to the  taking  of each  such
action.

         11.  The  undersigned  represent  and  warrant  to Lender  that (a) the
undersigned  have all requisite  power and authority to execute and deliver this
Agreement to Lender;  and (b) the  undersigned  are the sole owners of, and have
not  assigned,  transferred  or  set  over  in  whole  or in  part,  any  of the
undersigneds'  right, title or interest and liens in any of Borrower's  property
(whether real or personal) securing the Junior Liabilities.

         12. This Agreement shall in all respects be a continuing  agreement and
shall  remain in full force and effect until the first to occur of (i) the final
and  permanent  payment in full of all Senior  Liabilities,  (ii) the payment in
full of all Junior  Liabilities,  (iii) the  conversion  of all the  Convertible
Notes  held by the  undersigned,  or (iv) the  conversion  in full of all of the
Senior Liabilities held by the Lender into common stock of the Company,  in each
case including any and all, extensions, amendments, modifications or renewals of
any of such  Senior  Liabilities  or Junior  Liabilities,  any and all  interest
accruing on any of the  foregoing,  and any and all expenses paid or incurred by
Lender in  endeavoring  to collect or realize  upon any of the  foregoing or any
security therefor), at which time this Agreement shall terminate.

                                       4
<PAGE>

         13.  Lender  may,  from  time to time,  whether  before  or  after  any
discontinuance  of this Agreement,  at its sole discretion and without notice to
the undersigned,  take any or all of the following actions:  (a) extend or renew
for one or more periods (whether or not longer than the original period),  alter
or  exchange  any of the  Senior  Liabilities,  or  release  or  compromise  any
obligation  of any  nature of any  obligor  with  respect  to any of the  Senior
Liabilities;  and (b) release its security interest in, or surrender, release or
permit  any  substitution  or  exchange  for,  all or any  part of any  property
securing  any of the  Senior  Liabilities,  or  extend  or renew for one or more
periods (whether or not longer than the original period) or release, compromise,
alter or exchange any  obligations  of any nature of any obligor with respect to
any such property.

         14.  Lender  may,  from  time to time,  whether  before  or  after  any
discontinuance  of this  Agreement,  assign or transfer any or all of the Senior
Liabilities or any interest therein; and, notwithstanding any such assignment or
transfer  or  any  subsequent   assignment  or  transfer  thereof,  such  Senior
Liabilities  shall be and remain  Senior  Liabilities  for the  purposes of this
Agreement,  and every immediate and successive  assignee or transferee of any of
the Senior  Liabilities or of any interest  therein shall,  to the extent of the
interest of such assignee or transferee in the Senior  Liabilities,  be entitled
to the  benefits of this  Agreement  to the same  extent as if such  assignee or
transferee were Lender;  provided,  however, that, unless Lender shall otherwise
consent in writing, Lender shall have an unimpaired right, prior and superior to
that of any such  assignee or  transferee,  to enforce this  Agreement,  for the
benefit of Lender,  as to those of the Senior  Liabilities  which Lender has not
assigned or  transferred;  and provided  further than any assignee or transferee
must  agree to the terms of this  Agreement  and the  undersigned  must be given
notice of such transfer or assignment.

         15. Lender shall not be  prejudiced in its rights under this  Agreement
by  any  act  or  failure  to  act  of  Borrower  or  the  undersigned,  or  any
noncompliance  of Borrower or the undersigned  with any agreement or obligation,
regardless of any  knowledge  thereof which Lender may have or with which Lender
may be charged;  and no action of Lender  permitted  hereunder  shall in any way
affect or impair  the rights of Lender and the  obligations  of the  undersigned
under this Agreement.

         16.  No delay on the part of  Lender  in the  exercise  of any right or
remedy shall operate as a waiver thereof,  and no single or partial  exercise by
Lender of any right or remedy shall preclude other or further  exercise  thereof
or the  exercise of any other  right or remedy;  nor shall any  modification  or
waiver of any of the  provisions of this Agreement be binding upon Lender except
as expressly set forth in writing duly signed and delivered on behalf of Lender.
For the  purposes  of this  Agreement,  Senior  Liabilities  shall  include  all
obligations  of  Borrower  to  Lender,  notwithstanding  any  right  or power of
Borrower or anyone else to assert any claim or defense as to the  invalidity  or
unenforceability  of any such  obligation,  and no such claim or  defense  shall
affect or impair the agreements and obligations of the undersigned hereunder.

         17. This Agreement  shall be binding upon the  undersigned and upon the
undersigneds'  respective heirs, legal representatives,  successors and assigns;
and, to the extent that  Borrower is a  corporation,  all  references  herein to
Borrower  shall be  deemed to  include  any  successor  or  successors,  whether
immediate or remote, to such  corporation.  If more than one party shall execute

                                       5
<PAGE>

this  Agreement,  the term  "undersigned"  as used herein shall mean all parties
executing this Agreement and each of them, and all such parties shall be jointly
and severally obligated hereunder.

         18. This  Agreement  shall be governed by and  construed in  accordance
with the laws of Illinois  applicable to contracts wholly executed and performed
within the  boundaries of that state.  Wherever  possible each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under such law, such  provision  shall be  ineffective  to the extent of
such  prohibition  or  invalidity,  without  invalidating  the remainder of such
provision or the remaining provisions of this Agreement.  All notices,  demands,
instructions  and other  communications  required or permitted to be given to or
made upon any person or entity  relating to this  Agreement  shall be in writing
personally  delivered or sent by overnight courier or by facsimile machine,  and
shall be deemed to be given for purposes of this  Agreement on the day that such
writing is  delivered  or sent by  facsimile  machine or one (1) days after such
notice  is sent by  overnight  courier  to the  intended  recipient  thereof  in
accordance with the provisions of this paragraph.  Unless otherwise specified in
a notice sent or delivered in accordance  with the foregoing  provisions of this
paragraph,  notices,  demands,  instructions and other communications in writing
shall be  given  to or made  upon the  respective  signatories  hereto  at their
respective  addresses  indicated  for  such  signatories  set  forth  below  the
signature lines of this Agreement.

         19. THE UNDERSIGNED  ACKNOWLEDGE THAT THE SENIOR SUBORDINATED AGREEMENT
IS BEING  SIGNED BY THE LENDER IN PARTIAL  CONSIDERATION  OF  LENDER'S  RIGHT TO
ENFORCE  IN THE  JURISDICTION  STATED  BELOW  THE TERMS  AND  PROVISION  OF THIS
AGREEMENT,  THE  SENIOR  SUBORDINATED  AGREEMENT  AND  ALL  OF  THE  AGREEMENTS,
DOCUMENTS AND INSTRUMENTS  CONTEMPLATED  OR REQUIRED BY THE LOAN AGREEMENT.  THE
UNDERSIGNED  CONSENTS TO  JURISDICTION IN THE STATE OF ILLINOIS AND VENUE IN ANY
STATE OR FEDERAL COURT IN COOK COUNTY, ILLINOIS FOR SUCH PURPOSES AND WAIVES ANY
AND ALL RIGHTS TO CONTEST SAID  JURISDICTION  AND VENUE AND ANY  OBJECTION  THAT
SAID COUNTY IS NOT CONVENIENT.  THE UNDERSIGNED WAIVE ANY RIGHTS TO COMMENCE ANY
ACTION AGAINST LENDER IN ANY JURISDICTION EXCEPT THE AFORESAID COUNTY AND STATE.
LENDER AND THE  UNDERSIGNED  HEREBY EACH EXPRESSLY WAIVE ANY AND ALL RIGHTS TO A
TRIAL BY JURY IN ANY ACTION,  PROCEEDING OR  COUNTERCLAIM  BROUGHT BY EITHER (A)
THE  UNDERSIGNED  AGAINST  LENDER OR (B) LENDER  AGAINST  THE  UNDERSIGNED  WITH
RESPECT TO ANY  MATTER  WHATSOEVER  RELATING  TO,  ARISING  OUT OF OR IN ANY WAY
CONNECTED WITH THIS AGREEMENT.

         20. To the extent that any right  granted to Lender is also  granted to
the  "Lender" as defined in the two  Subordination  Agreements  - Travis Boats &
Motors, Inc. Indebtedness to Shareholder  Purchasers executed by the undersigned
as of the date hereof, such right shall be deemed to be right of the Lender only
to the extent no longer a right of the "Lender"  under such other  subordination
agreements.

                                       6
<PAGE>

         21.  This  Subordination  Agreement  may only be  amended  by a written
instrument signed by the Borrower, the undersigned and the Lender.

         22. The Lender shall not impose any  restrictions on the payment of the
Junior Liabilities other than as set forth in this Subordination Agreement.

         23. Notwithstanding any of the foregoing,  payments of either principal
or interest may be made on the Junior  Liabilities  when due in accordance  with
the terms  thereof  as set forth on the date  hereof if, but only if, all of the
following conditions are met:

                  (i)  Lender  (including  its  subsidiaries)  is in  default to
         Borrower  with  respect  to any  amounts  owed to  Borrower;  provided,
         however,   that  Lender  (including  its  subsidiaries)  shall  not  be
         considered to be in default to Borrower with respect to (a) any amounts
         owed to Borrower  (including its subsidiaries)  which are being set-off
         against amounts owed by Borrower (including its subsidiaries) to Lender
         (including  its  subsidiaries),  whether  with  respect  to the  Senior
         Liabilities or otherwise or (b) any amounts which Lender (including its
         subsidiaries)  in good faith  disputes  as not being  owed to  Borrower
         (including its subsidiaries);

                  (ii) such  payment  of  principal  Junior  Liabilities  do not
         otherwise  cause  a  default  under  the  subordinated   note  purchase
         agreement  between  the  Company  and the Lender  governing  the Senior
         Liabilities (the "Senior Subordinated Agreement");

                  (iii) such  principal  or interest  payments do not exceed the
         amount of such default owing to Borrower; and

                  (iv) no default exists under the Senior Subordinated Agreement
         or any other agreement of the Company  governing  indebtedness to which
         the   Senior   Liabilities   or  the  Junior   Liabilities   have  been
         subordinated.

         IN WITNESS WHEREOF,  this Agreement has been made and delivered at Cook
County, Illinois, as of December 14, 2001.



                                       7
<PAGE>

               SHAREHOLDER PURCHASER SUBORDINATION SIGNATURE PAGE


                                    WALTON INVESTMENTS, LTD.

                                    By:
                                       --------------------------------------
                                       Mark T. Walton, its Managing partner

                                    Address:
                                            ---------------------------------

                                            ---------------------------------
                                    Phone:  (       )
                                            ---------------------------------
                                    Fax:    (       )
                                            ---------------------------------


<PAGE>


               SHAREHOLDER PURCHASER SUBORDINATION SIGNATURE PAGE



                                    ------------------------------------------
                                    Ronnie L. Spradling

                                    Address:
                                            ---------------------------------

                                            ---------------------------------
                                    Phone:  (       )
                                            ---------------------------------
                                    Fax:    (       )
                                            ---------------------------------

                                       8
<PAGE>

               SHAREHOLDER PURCHASER SUBORDINATION SIGNATURE PAGE



                                    -----------------------------------------
                                    Robert C. Siddons

                                    Address:
                                            ---------------------------------

                                            ---------------------------------
                                    Phone:  (       )
                                            ---------------------------------
                                    Fax:    (       )
                                            ---------------------------------


                                       9
<PAGE>

               SHAREHOLDER PURCHASER SUBORDINATION SIGNATURE PAGE


                                    JE SIMPSON FAMILY PARTNERS, L.P.

                                    By:
                                       ------------------------------------
                                       Joseph E. Simpson, its general partner

                                    Address:
                                            ---------------------------------

                                            ---------------------------------
                                    Phone:  (       )
                                            ---------------------------------
                                    Fax:    (       )
                                            ---------------------------------


                                       10
<PAGE>


               SHAREHOLDER PURCHASER SUBORDINATION SIGNATURE PAGE



                                    -----------------------------------------
                                    Stephen W. Gurasich

                                    Address:
                                            ---------------------------------

                                            ---------------------------------
                                    Phone:  (       )
                                            ---------------------------------
                                    Fax:    (       )
                                            ---------------------------------


                                       11
<PAGE>


               SHAREHOLDER PURCHASER SUBORDINATION SIGNATURE PAGE



                                    ------------------------------------------
                                    E. D. Bohls

                                    Address:
                                            ---------------------------------

                                            ---------------------------------
                                    Phone:  (       )
                                            ---------------------------------
                                    Fax:    (       )
                                            ---------------------------------


                                       12
<PAGE>



               SHAREHOLDER PURCHASER SUBORDINATION SIGNATURE PAGE


                                    ECHO BAY, LTD

                                    By:   Catwill Inc, its general partner

                                    --------------------------------------
                                    Rex Bohls
                                    By:  President, Catwill, Inc.

                                    Address:
                                            ---------------------------------

                                            ---------------------------------
                                    Phone:  (       )
                                            ---------------------------------
                                    Fax:    (       )
                                            ---------------------------------



                                       13
<PAGE>


               SHAREHOLDER PURCHASER SUBORDINATION SIGNATURE PAGE



                                    ------------------------------------------
                                    James Bohls

                                    Address:
                                            ---------------------------------

                                            ---------------------------------
                                    Phone:  (       )
                                            ---------------------------------
                                    Fax:    (       )
                                            ---------------------------------





                                       14
<PAGE>

                                 ACKNOWLEDGMENT

         Borrower  hereby  acknowledges  receipt  of a  copy  of  the  foregoing
Agreement, waives notice of acceptance thereof by Lender, and agrees to be bound
by the  terms and  provisions  thereof,  to make no  payments  or  distributions
contrary  to the terms and  provisions  thereof,  and to do every  other act and
thing  necessary or appropriate to carry out such terms and  provisions.  In the
event of any  violation  of any of the terms  and  provisions  of the  foregoing
Agreement,  then, at Lender's  election,  any and all obligations of Borrower to
Lender shall  immediately  become due and payable and any and all  agreements of
Lender to make loans,  advances or other  financial  accommodations  to Borrower
shall  immediately  terminate,  notwithstanding  any  provisions  thereof to the
contrary.

Dated as of December 14, 2001


                                    TRAVIS BOATS & MOTORS, INC.

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

                                    Address:
                                            ---------------------------------

                                            ---------------------------------
                                    Phone:  (       )
                                            ---------------------------------
                                    Fax:    (       )
                                            ---------------------------------

ACCEPTED in Cook County, Illinois as of the date set forth above.

BRUNSWICK CORPORATION
By:
   ------------------------------------------
Title:
      ---------------------------------------

6250 West Pioneer Road
Fund du Lac, Wisconsin  54935
Phone:  (920) ____ -_________
Fax:  (920) 929-5253








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